TCR_Public/041223.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, December 23, 2004, Vol. 8, No. 283

                          Headlines

A.C.E. ELEVATOR: Case Summary & 20 Largest Unsecured Creditors
AAIPHARMA: Moody's Pares Rating on $175M Sub. Notes to C from Ca
ACTUANT CORP: Prices 2.5 Million Common Shares at $49.50 Each
AFTON FOOD: Court Further Extends CCAA Protection Until Feb. 14
AIRCAST INTL: Moody's Assigns Low-B Ratings to $100M Loans

AMERICA WEST: Fitch Junks $600 Mil. Debt, Citing Limited Cash Flow
ANGLO AMERICAN: Creditors Must File Proofs of Claim by Jan. 31
APOGENT TECH: Moody's Withdraws Ratings After Fisher Acquisition
APPLIED EXTRUSION: Young Conaway Approved as Bankruptcy Co-Counsel
APPLIED EXTRUSION: Combined Confirmation Hearing Set for Jan. 24

AQUILA INC: Terminates Batesville Merchant Power & Sale Agreements
ARDENT HEALTH: Soliciting Consents to Amend 10% Sr. Note Indenture
BEAR STEARNS: Fitch Downgrades Class B-5 Series 1997-4 to 'B-'
BEAR STEARNS: Fitch Upgrades Class B-5 Series 2000-2 to 'BB+'
BERTUCCI'S CORP: Very Poor Liquidity Spurs S&P to Junk Rating

BOWNE & CO: Moody's Reviewing Low-B & Junk Ratings & May Upgrade
BREUNERS HOME: Has Until Mar. 31 & Apr. 22 to Make Lease Decisions
CALLIDUS DEBT: Moody's Puts Ba2 Rating on $8.5M Class E Notes
CANADA MORTGAGE: Moody's Puts Low-B Ratings on Class E & F Certs.
CASTLE HARBOR: Fitch Assigns 'BB-' on $3 Million Notes

CATHOLIC: Spokane Wants to Continue Using Cash Management System
CATHOLIC CHURCH: Spokane Wants to Maintain Existing Bank Accounts
CITICORP MORTGAGE: Fitch Puts Low-B Ratings on Two $859,018 Certs.
COMM 2000-C1: S&P Junks Certificate Classes M & N
CONCERT IND: Applies for Delisting from Toronto Stock Exchange

D.C.I. DANACO: Case Summary & 20 Largest Unsecured Creditors
DAN RIVER: Files Supplement to Third Amended Chapter 11 Plan
DELPHI CORP: S&P Downgrades Corporate Credit Rating to BB+
DEUTSCHE MORTGAGE: Fitch Affirms Two Classes With Low-B Ratings
DII/KBR: Court Approves North Star Settlement Agreement

EARL BRICE: Case Summary & 9 Largest Unsecured Creditors
EAST CHICAGO: S&P Affirms BB Issuer Credit Rating
ELECTRO PRIME: Case Summary & 80 Largest Unsecured Creditors
FALCON PRODUCTS: Moody's Pares Rating on Sr. Sub. Notes to C
FLEXTRONICS: To Report Third Quarter Results on Jan. 25

GE CAPITAL: Moody's Puts Ba2 Rating on $18.6M Class D Certificates
GMAC COMMERCIAL: Fitch Puts Low-B Ratings on Six Mortgage Certs.
GOLDEN EAGLE: Arranges $1 Million Bank Loan Payoff
GOLDMAN SACHS: Fitch Puts Low-B Ratings on Three Classes
HEDSTROM CORP: Auction at Arlington Heights HQ on Jan. 11

HEDSTROM CORP: Auction at Hazelhurst, Ga., Facility on Jan. 20
HEDSTROM CORP: Auction at Bedford, Pa., Facility on Feb. 1 & 2
HERBALIFE LTD: Completes IPO & Starts NYSE Stock Trading
HOLLAND INVESTMENTS: Voluntary Chapter 11 Case Summary
HOUSING SECURITIES: Fitch Upgrades Class B1 Series 1994-2 Cert.

IDI CONSTRUCTION: Confirmation Hearing Set for February 10
INTEGRATED ELECTRICAL: Moody's Junks $173M Subordinated Notes
INTEGRATED SURGICAL: Faces Liquidity Issues as Losses Continues
INTEGRATED SURGICAL: Inks $2M Agreement with Fujifilm Medical
INTELSAT: Moody's Says Liquidity Will Remain Good for 12 Months

INTERMEDICAL HOSPITAL: Wants to Hire Nexsen Pruet as Counsel
JONES MEDIA: Scripps Transaction Prompts Moody's to Lift Ratings
KNOWLEDGE LEARNING: S&P Rates Planned $640M Sr. Sec. Debts at BB-
KRAMONT REALTY: Moody's Reviewing B3 Preferred Stock Rating
MISSISSIPPI AUTO RENTAL: List of Largest Unsecured Creditor

MOONEY AEROSPACE: Emerges from Bankruptcy Protection
MORGAN STANLEY: Fitch Puts Low-B Ratings on Six Mortgage Certs.
NATIONAL COAL: Substantial Net Losses Trigger Going Concern Doubt
NEIGHBORCARE: Acquires Belville Pharmacy for An Undisclosed Sum
NORTEL NETWORKS: Court Extends Time for Annual Meeting to May 31

NORTHWEST ALUMINUM: Confirmation Hearing Set for December 23
NORTHWEST ALUMINUM: Stoel Rives Approved as Bankruptcy Counsel
NOVA CHEMICALS: S&P Revises Outlook on BB+ Ratings to Stable
OAKWOOD HOMES: S&P's Rating on Class B-1 Certificate Tumbles to D
OAKWOOD MORTGAGE: Moody's Junks 12 Certificate Classes

OMT INC: Raises $1.4 Million in Private Convertible Debt Offer
ON SEMICONDUCTOR: Moody's Places B3 Rating on $645M Term Loan
PARAMOUNT RESOURCES: Moody's Rates $215M Sr. Unsec. Notes at B3
PEAK ENTERTAINMENT: $2.1M Equity Deficit Spurs Going Concern Doubt
PINNACLE ENTERTAINMENT: S&P Lifts Corporate Credit Rating to B+

POLYONE CORPORATION: Fitch Puts Low-B Ratings on Senior Debts
PORTOLA PACKAGING: Nov. 30 Balance Sheet Upside Down by $47.1M
RAMP CORP: AMEX Accepts Compliance Plan to Continue Listing
RCN CORPORATION: Emerges from Bankruptcy Protection
SAN JOAQUIN: Moody's Withdraws Ba2 Ratings After Notes Redeemed

SERVICE LINKS: Case Summary & 18 Largest Unsecured Creditors
SEQUENTIAL ELECTRONIC SYSTEMS: Voluntary Chapter 11 Case Summary
SCHUFF INT'L: Extends Consent Solicitation Until Dec. 28
STELCO INC: Teachers & Sherritt Submit $1.8 Billion Recap Plan
STELCO INC: Releases Proposals of Capital Raising Process

TERRA INDUSTRIES: Completes Sale of 25 Mil. Shares of Common Stock
TERRA INDUSTRIES: Settles Valuation Dispute with Revenue Canada
TEXAS INDUSTRIES: Moody's Revises Ratings Outlook to Developing
THISTLE MINING: To Restructure Balance Sheet Under CCAA
TORCH OFFSHORE: Names David Phelps as Chief Restructuring Advisor

TRUMP HOTELS: IRS Wants May 20 as Government Bar Date
UNIONE ITALIANA: Section 304 Petition Summary
USURF AMERICA: $12.4 Million Net Loss Triggers Going Concern Doubt
VECTOR GROUP: Registers Convertible Notes with SEC for Resale
WESTERN WATER: Needs to Sell Assets to Cover Operating Expenses

YUKOS OIL: Menatep Intends to Sue to Recover its Losses
Z-TEL TECH: Continues Stock Trading Following Nasdaq Compliance

* Boyd Mulkey Joins Alvarez & Marsal as Managing Director
* Salomon Green & Ostrow and Stevens & Lee Combine

                          *********

A.C.E. ELEVATOR: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: A.C.E. Elevator Co., Inc.
        352 Seventh Avenue
        New York, New York 10001

Bankruptcy Case No.: 04-17994

Type of Business: The Company is engaged in the business of
                  elevator and escalator maintenance, repairs,
                  construction, and modernization.

Chapter 11 Petition Date: December 21, 2004

Court: Southern District of New York (Manhattan)

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

Total Assets: $5,285,000

Total Debts:  $7,700,000

Debtor's 20 Largest Unsecured Creditors:

    Entity                                Claim Amount
    ------                                ------------
Elevator Cabs of New York, Inc.               $708,679
15 Jane Street
Paterson, New Jersey 07522

Elevator Constructors U.L.1                   $600,000
2185 Lemoine Avenue
Fort Lee, New Jersey 07024

KONE, Inc.                                    $437,859
c/o Rothbard Rothbard Kohn & Kellar
50 Park Place, Suite 1228
Newark, New Jersey 07102

Hollister-Whitney                             $420,000
PO Box 4025
2603 North 24th Street
Quincy, Illinois 6230

Trustees of the National Elevator             $159,944
Industry Pension
c/o O'Donoshue & O'Donoghue, LLP
Constitution Place, Suite 515
325 Chestnut Street
Philadelphia, Pennsylvania 19106

Benfield Electric Supply Corporation          $140,250

Motion Control Engineering                    $138,857

G.A.L. Manufacturing Corporation              $127,563

Rockwell Automation                           $113,324

Savastano, Kaufman & Company                  $105,555

AFD International, Inc.                        $95,144

National Elevator Industry                     $81,132

Cemcolift                                      $79,827

First Insurance Funding Corporation            $47,916

O. Thompson Company                            $42,063

State Insurance Fund                           $36,156

CEC Elevator Cab Corporation                   $34,069

Adco Electric                                  $32,000

Schmit Machine Corporation                     $28,730

Fox Rothschild                                 $28,227


AAIPHARMA: Moody's Pares Rating on $175M Sub. Notes to C from Ca
----------------------------------------------------------------
Moody's Investors Service confirmed the Caa2 senior implied rating
of aaiPharma, Inc., concluding a rating review initiated on
March 31, 2004.  At the same time, Moody's lowered the rating of
aaiPharma's $175 million subordinated notes due 2010 to C from Ca
and its issuer rating to Ca from Caa3.  Following these rating
actions, the outlook is stable.

The confirmation of the Caa2 rating reflects the recent progress
made at aaiPharma including being re-listed on NASDAQ, receiving
bank covenant waivers, the appointments of a new CEO and CFO, and
the engagement of Rothschild Inc. to pursue asset sales.  However,
the Caa2 rating also reflects Moody's belief that a near-term
default of aaiPharma's debt remains possible based on:

    (1) uncertain cash flow ability over the next 12 months;

    (2) the likely reliance on asset sales in order to meet
        interest payments in 2005;

    (3) the potential costs associated with various investigations
        and litigation; and

    (4) the disclosure that internal control deficiencies may
        prevent the external auditor from attesting to aaiPharma's
        controls.

Although Moody's does not rate aaiPharma's credit facilities, the
Caa2 senior implied rating incorporates Moody's estimation that in
the event of a bankruptcy filing, recovery rates for bank
creditors could be in the 75-90% range.  The lowering of the
subordinated note rating to C from Ca reflects Moody's opinion
that in the event of a bankruptcy filing, recover for subordinated
note holders could be limited.  In October 2004, aaiPharma
increased its term loan from $140 million to $165 million, thereby
positioning its unsecured creditors, including the subordinated
note holders, more weakly within the capital structure.  The
issuer rating is being lowered to Ca from Caa3.

As of September 30, 2004 aaiPharma reported tangible book assets
of $130 million (consisting of current assets, net property and
equipment, and other assets), compared to current liabilities of
approximately $101 million and debt of $324 million.  In addition,
the company faces various litigation, including lawsuits with
Athlon Pharmaceuticals, Inc., and CIMA Labs, Inc., which could
result in contingent liabilities.

Intangibles and goodwill totaled $296 million, which Moody's
believes could derive value through liquidation.  Based on third
quarter results, aaiPharma's pharmaceutical products generate
approximately $60 million in annualized sales, and valuation would
reflect a multiple of sales.  The company's product development
and development services divisions generate approximately
$120 million in annual sales, although Moody's ascribes less value
to these assets, especially since contract terms may be short. The
pharmaceutical pipeline, though modest, may also represent
additional value.

Following this rating action, the outlook is stable.  The ratings
could be raised if the company averts a default, or if recovery
values exceed Moody's estimates.  Conversely, the ratings could be
lowered if recovery values fall below Moody's estimates.

Rating confirmed:

   * Caa2 senior implied

Ratings lowered:

   * Subordinated note rating to C from Ca
   * Issuer rating to Ca from Caa3

aaiPharma, Inc., headquartered in Wilmington, North Carolina, is a
pharmaceutical company that acquires, develops, markets, sells,
and licenses branded pharmaceutical products, develops drug-
delivery technologies, and provides contract research and
manufacturing services for pharmaceutical companies.  The company
previously reported revenues of $283 million for the full year
ended December 31, 2003.


ACTUANT CORP: Prices 2.5 Million Common Shares at $49.50 Each
-------------------------------------------------------------
Actuant Corporation (NYSE:ATU) disclosed the pricing of a public
offering of 2,500,000 shares of its Class A common stock at a
price of $49.50 per share.  The offered shares will be issued
pursuant to an effective shelf registration statement.  The
Company has also granted the Underwriters an option to purchase up
to 375,000 additional shares to cover over-allotments, if any.  
Wachovia Securities serves as sole book runner, JPMorgan and UBS
Investment Bank serve as joint lead managers, and Robert W. Baird
& Co. and Bear, Stearns & Co. Inc. serve as co-managers for this
offering.  The offering is conditioned upon the closing of the
Company's acquisition of Key Components, Inc., the Company's
amended senior credit agreement and other customary closing
conditions, and is expected to close on Dec. 28, 2004.

This announcement shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any offer of
these securities in any State in which such offer, solicitation or
sale would be unlawful prior to the registration or qualification
under the securities laws of any such state.

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

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

These documents may also be obtained from the Securities and
Exchange Commission, when available, and over the Internet at the
SEC's web site at http://www.sec.gov/ Wachovia Securities is a  
trade name for Wachovia Capital Markets, LLC.

                        About the Company

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

                          *     *     *

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

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


AFTON FOOD: Court Further Extends CCAA Protection Until Feb. 14
---------------------------------------------------------------
On July 16th, Afton Food Group Ltd. (TSX VENTURE:AFF) was granted
protection under the Companies Creditors Arrangement Act (Canada).  
On December 13th, the Ontario Superior Court granted the third
extension of the Company's restructuring under CCAA to Feb. 14,
2005.  The Company is continuing its efforts to strengthen the
franchise system and reduce operating costs.

The Court previously approved the retention of Capitalink, L.C.
(Capitalink) to provide investment banking services and to assist
with the selection of investors that are able to aid in the sale
of the business or recapitalization of the Company's balance
sheet.  Capitalink has circulated a confidential information
memorandum on the Company.  As a result of the information
memorandum, several non-binding proposals have been received.  The
Company and Capitalink are negotiating with the interested parties
to finalize a binding agreement, which will form the basis of the
restructuring plan to be submitted to the Court.

In compliance with Ontario Securities Commission Policy 57-603,
the Company submitted a notice to the Ontario Securities
Commission that it is in default of the financial statement filing
requirement for the period ended June 30, 2004.  The Company is
also in default of the financial statement filing requirement for
the period ended Sept. 30, 2004.  Financial statements for the
periods ended June 30 and Sept. 30, 2004, are expected to be filed
at the conclusion of the CCAA process which is currently set for
Feb. 14, 2005.

In previous reports, Management expressed the opinion that the
shares of the Company have no economic value.  Management believes
that Capitalink's success in identifying an investor that is able
to aid in the recapitalization of the Company's balance sheet or
the sale of the businesses, will not add to the economic value of
these shares.

Afton, through its subsidiaries, is a franchisor in the Quick
Service Restaurant industry with locations throughout Canada
operating under two principal brands, 241 Pizza(R) and Robin's
Donuts(R).


AIRCAST INTL: Moody's Assigns Low-B Ratings to $100M Loans
----------------------------------------------------------
Moody's Investors Service assigned a new rating of B3 to the
second lien term loan of Aircast International Asset Acquisition
Corp.  All other ratings remain unchanged.  The outlook remains
stable.

Ratings assigned:

   * B1 to the $5 million first lien revolving credit of Aircast
   * B1 to the $55 million first lien term loan
   * B3 to the $40 million second lien term loan
   * B2 senior implied for Aircast
   * B3 issuer rating for Aircast

On November 4, 2004, Moody's had assigned a B2 rating to the
second lien term loan to be put in place by Aircast as part of the
financing of its acquisition by Tailwind Capital Partners.  The
company has since changed the financing structure of its
acquisition.  The original structure was:

   -- $ 5 million first lien revolving credit
   -- $50 million first lien term loan
   -- $30 million second lien term loan

The final structure was:

   -- $5 million first lien revolving credit
   -- $55 million first lien term loan
   -- $40 million second lien term loan

Moody's believes that this final structure still gives an asset
collateral coverage of the first lien facilities that is high
enough to justify a notching up of 1 from the senior implied
rating.  However, it also gives a weaker collateral coverage of
the second lien term loan, justifying a notching down of 1 from
the senior implied. With the original structure, our rating on the
second lien debt was not notched down from the senior implied.

Based in Summit, New Jersey, Aircast is a manufacturer and
distributor of ankle braces, walkers, compression products and
vascular systems.


AMERICA WEST: Fitch Junks $600 Mil. Debt, Citing Limited Cash Flow
------------------------------------------------------------------
Fitch Ratings has affirmed the senior unsecured debt rating of
America West Airlines, Inc. (NYSE: AWA) at 'CCC'.  The Rating
Outlook has been revised to Negative from Stable.  The rating
action applies to approximately $600 million of outstanding
unsecured debt.

The Rating Outlook revision follows a turn for the worse in AWA's
revenue profile, as well as the difficult fuel price environment
moving into 2005.  America West's 'CCC' rating reflects ongoing
concerns over the airline's limited cash flow generation capacity
in an industry operating environment that remains difficult in
light of high jet fuel prices and domestic overcapacity.  After
recovering somewhat in terms of relative unit revenue performance
during 2003, the airline has failed to make progress in its
attempts to enter traditional legacy carrier stronghold markets
(e.g., transcontinental routes) this year.  Moreover, revenue
performance is likely to remain under pressure in 2005 as other
low-cost carriers -- LCCs, such as Southwest, AirTran and JetBlue,
take new aircraft deliveries and add capacity in markets served by
AWA.

Since the Air Transportation Stabilization Board -- ATSB --
approved a $429 million government-guaranteed loan that helped AWA
avert a bankruptcy filing in January 2002, the airline has made
limited headway in its effort to build operating cash flow and
liquidity.  Unrestricted cash and investments on hand stood at
$417 million on Sept. 30, versus $517 million at year-end 2003.
The poor operating outlook for the entire U.S. airline industry in
2005 provides little support for AWA's weak credit profile.  Fitch
believes that liquidity could be undermined significantly in 2005
if crude oil prices remain at or near $40 per barrel (translating
into spot jet fuel prices of about $1.20 per gallon).  While crude
and jet fuel prices have fallen since November, there is little
evidence to support the idea that oil prices will quickly fall to
the $25-$35 per barrel range-where AWA and most other LCCs could
remain profitable even in a tough fare environment.

Fixed financing obligations, including scheduled debt and enhanced
equipment trust certificate -- EETC -- payments, represent a
significant claim on cash flow in 2005.  Principal payments on the
ATSB term loan total $86 million annually through 2008.  AWA has
also signed a new agreement with Airbus that calls for the
delivery of 22 new A320 family aircraft.  The timing of these
commitments is a concern, particularly in light of the challenging
growth outlook in 2005.  AWA recently scaled back its projected
2005 available seat mile -- ASM -- growth rate to between 3% and
5%. Still, the carrier plans to take delivery of as many as 11 new
Airbus aircraft next year.  This will push aircraft lease
commitments and off balance sheet obligations higher at a time
when operating cash flow is likely to remain weak.

A recovery in passenger unit revenue and some moderation in jet
fuel prices remain the critical drivers of any prospective
recovery in earnings and operating cash flow in 2005.  AWA's
forecasted average fuel price of $1.44 per gallon in the fourth
quarter of 2004 is clearly unsustainable if another year of weak
passenger yields unfolds next year.  A 10-cent change in the price
of jet fuel drives approximately $47 million in cash flow for AWA.
A substantial move down in fuel prices, therefore, could lead to
some stabilization of operating results next year.  However, AWA's
current fuel hedge portfolio--comprised of cashless collars on a
portion of expected fuel exposure through much of 2005-would
provide only limited protection in a prolonged $40-plus crude oil
environment.

Passenger revenue per ASM slipped badly in the third quarter of
2004, reflecting the impact of capacity additions by both legacy
carriers and rapidly-growing LCCs in AWA markets.  Passenger unit
revenue fell by 9% year-over-year in the quarter, a weak showing
even by industry standards.  The announced pull-down of a majority
of AWA's recently-launched transcontinental service indicates that
AWA will be turning its attention elsewhere in the network for
profitable growth opportunities in 2005.  More capacity is being
directed to non-hub flying in leisure markets such as California
to the Mexican beach resorts.  Revenue trends in connecting hub
markets, however, have been very weak.  Fitch believes that AWA
will be hard pressed to deliver strong gains in revenue per ASM
next year-contributing to the weak cash flow outlook.


ANGLO AMERICAN: Creditors Must File Proofs of Claim by Jan. 31
--------------------------------------------------------------
Notice is hereby given that following approval of an Amending
Scheme of Arrangement dated August 20, 2004 (the "Scheme") by the
requisite majority of American Insurance Company Limited's Scheme
Creditors under section 425 of the Companies Act 1985 of Great
Britain, sanction by the English Court and the making of a
permanent injunction order ("the Section 304 Order") under Section
304 of the United States Bankruptcy Code by the Bankruptcy Court,
the provisions of the Scheme became effective on October 20, 2004
(the "Amending Scheme Effective Date").

The Bar Date for the purposes of the Scheme is 11:59 p.m.
Greenwich Mean Time on January 31, 2005.  Unless they have agreed
the quantum of their claim with the Scheme Administrators under
Part 2 of the Scheme before the Bar Date, Scheme Creditors MUST
submit a Claim Form and full Supporting Information to the Scheme
Administrators in accordance with Part 8 of the Scheme, so as to
be received by them before the Bar Date, Scheme Creditors who do
not make such a submission before the Bar Date will not be
entitled to receive any payments under the Scheme in respect of
Scheme Claims which are not already established at the Amending
Scheme Effective Date.

If you are a scheme Creditor or believe yourself to be a Scheme
Creditor of Anglo and have not received a letter including a
claims form notifying you of the Bar Date please contact the
Scheme Administrators as soon as possible by email at
angloamericaninsurance@kpmg.co.uk or in writing to:

        Scheme Administrators
        Anglo American Insurance Company Limited
        c/o KPMG LLP
        8 Salisbury Square
        London, EC4Y 8BB

In addition, if you are a Scheme Creditor of believe yourself to
be a Scheme Creditor of Anglo and are subject to insolvency
proceedings of the type referred in section 1 (1) of the Third
Parties (Rights Against Insurers) Act 1930 you are required
immediately to inform us the Scheme Administrators of this fact
and provide a copy of the Amending Scheme documentation and Claim
Form received to those of your creditors who have or might have
claims against them which are insured by Anglo.

By the Section 304 Order, the Scheme has full force and effect
under United States law and is binding on and enforceable against
all Scheme Creditors in the United States that have claims against
Anglo, which claims are covered by, or afforded treatment under
the Scheme.  Specifically, pursuant to the Section 304 Order,
Scheme Creditors are restrained from taking actions against Anglo,
and parties are enjoined from relinquishing or disposing of
property of Anglo, except as explicitly provided in the Scheme.  
You are hereby given notice of this Order, copies of which are
available from http://www.angloamericaninsurance.co.uk

For communication purposes, the Scheme permits the Scheme
Administrators to treat those acting on behalf of Scheme Creditors
in the ordinary course ("Representatives") as being fully
authorized to represent the Scheme Creditors concerned.  
Accordingly, unless informed by the relevant Scheme Creditor in
writing to the contrary, where the Scheme Administrators have
previously been authorized to make payments to Representatives or
others they intend to correspond with and make payments under the
Scheme to those other parties.

If you have any queries in connection with this Notice, please
contact the Scheme Helpline or Scheme Administrators.  Copies of
the documents referred to above are also available from
http://www.angloamericaninsurance.co.uk/anglo/

                              Anthony James McMahon
                              John Mitchell Wardrop
                              Scheme Administrators of Anglo
                              American Insurance Company Limited


APOGENT TECH: Moody's Withdraws Ratings After Fisher Acquisition
----------------------------------------------------------------
Moody's Investors Service confirmed the Ba2 rating of Apogent
Technologies Inc.'s $345 million floating rate senior convertible
contingent notes -- CODES -- due 2033, which have become the
obligations of Fisher Scientific International, Inc.  This rating
action concludes the rating review initiated on March 17, 2004.
Following this rating action, the rating outlook is positive.  At
the same time, Moody's withdrew certain other debt ratings of
Apogent.

The acquisition of Apogent by Fisher closed on August 2, 2004,
resulting in an upgrade of Fisher's senior implied and senior
unsecured debt ratings to Ba2 from Ba3 on August 5, 2004.  On that
date, Moody's lowered Apogent's ratings (senior convertible note
rating to Ba2 from Ba1), and left the ratings under review for
possible further downgrade to examine the position of Apogent's
debt in the new capital structure and an evaluation of any support
mechanisms related to Apogent's debt.

Apogent's $345 million CODES due 2033 have become the direct
obligation of Fisher by way of an exchange offer that aligned the
conversion terms of Apogent's convertible debt with Fisher's
currently outstanding convertible debt, and made Fisher the
obligor through an unconditional guarantee.  For this reason,
Moody's is confirming the rating of the Apogent notes at Fisher's
Ba2 rating for senior unsecured debt.  Following this rating
action, the rating outlook on the CODES is positive, similar to
the rating outlook on Fisher's ratings.

At the same time, Moody's withdrew certain other ratings of
Apogent (Ba1 8% senior unsecured notes due 2011 and Ba3 senior
subordinated notes due 2013) following recent tender offers in
which substantially all of the outstanding notes were tendered.


Ratings confirmed:

   * Ba2 $345 million floating rate senior convertible contingent
     notes -- CODES -- due 2033

Ratings withdrawn:

   * Ba1 8% senior unsecured notes due 2011
   * Ba3 6.50% senior subordinated notes due 2013

Fisher Scientific International, Inc., based in Hampton, New
Hampshire, distributes and manufacturers an array of products to
the scientific research, clinical laboratory and industrial safety
markets, both domestic and international.  Revenues in 2003 were
approximately $3.5 billion.


APPLIED EXTRUSION: Young Conaway Approved as Bankruptcy Co-Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Applied Extrusion Technologies, Inc. and its debtor-affiliates,
permission to retain Young Conaway Stargatt & Taylor as their
general bankruptcy co-counsel.

The Debtors have employed Young Conaway since June 26, 2004, in
connection with the planning and preparation of initial documents
for its chapter 11 petition.

Young Conaway will:

   a) provide legal advise with respect to the Debtors' powers and
      duties as debtors in possession in the continue operation of
      their business and management of their properties;

   b) prepare and pursue confirmation of a plan of reorganization
      and approval of a disclosure statement;

   c) prepare on behalf of the Debtors necessary applications,
      motions, answers, orders, reports and other legal papers;

   d) appear in Court to protect the interests of the Debtors; and

   e) perform all other legal services for the Debtors which may
      be necessary and proper in their bankruptcy proceedings.

Pauline K. Morgan, Esq., a Partner at Young Conanway, is the lead
co-counsel for the Debtors. Ms. Morgan discloses that the Firm
received a $105,000 prepetition retainer. Ms. Morgan will bill the
Debtors $450 per hour.

Ms. Morgan reports Young Conaway's professionals bill:

    Professional           Designation     Hourly Rate
     ------------          -----------     -----------
    Edward J. Kosmowski    Attorney           $335
    Alfred Villoch, III    Attorney            240
    Thomas Hartzell        Paralegal           155

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

Headquartered in New Castle, Delaware, Applied Extrusion
Technologies, Inc. -- http://www.aetfilms.com/-- develops &  
manufactures specialized oriented polypropylene films used
primarily in consumer products labeling and flexible packaging
application. The Company and its debtor-affiliate filed for
chapter 11 protection on Dec. 1, 2004 (Bankr. D. Del. Case No.
04-13388). Edward J. Kosmowski, Esq., and Pauline K. Morgan,
Esq., at Young Conaway Stargatt & Taylor and Sheldon K. Rennie,
Esq., at Fox Rothschild O'Brien & Frankel LLP represent the
Debtors in their restructuring efforts. When the Debtors filed
for protection from their creditors, they listed $407,912,000 in
total assets and $414,957,000 in total debts.


APPLIED EXTRUSION: Combined Confirmation Hearing Set for Jan. 24
----------------------------------------------------------------
The Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware will convene a combined hearing at 9:30 a.m.,
on January 24, 2005, to consider Applied Extrusion Technologies,
Inc. and its debtor-affiliates' motion to:

   a) approve the adequacy of the Debtors' Solicitation and
      Disclosure Statement; and

   b) approve the Solicitation Procedures and consider
      confirmation of the Debtors' prepackaged Plan of
      Reorganization.

The Debtors filed their Solicitation and Disclosure Statement and
prepackaged Plan of Reorganization on December 1, 2004.

As reported in the Troubled Company Reporter on December 10, 2004,
the Plan provides for a recapitalization of the Company by
swapping $275,000,000 of existing 10-3/4% Series B Senior Notes
due 2011 for a basket of new equity plus $50 million of new notes
plus a cash cookie if the Senior Noteholders support the plan.

Specifically, the Plan provides:

  (a) Noteholders holding $500,000 or more of Senior Notes
      will receive a ratable portion of:

      (1) AET new common stock,

      (2) new senior notes to be issued by Reorganized AET,

      (3) if the Class of Large Note Claims votes to accept the
          plan, $2.5 million in cash will be shared pro rata with
          the Class of Small Note Claims, upon satisfaction of
          certain conditions, to the existing holders of common
          stock of AET or returned to Reorganized AET if those
          conditions are not satisfied

  (b) Noteholders holding less than $500,000 of Senior Notes
      will receive:

      (1) an amount of cash equal to 49% of the outstanding
          principal amount of each small note claim, and

      (2) if the Class of Small Note Claims votes to accept the
          plan, $2.5 million in cash will be shared pro rata with
          the Class of Large Note Claims, upon satisfaction of
          certain conditions, to the existing holders of common
          stock of AET or returned to Reorganized AET if those
          conditions are not satisfied

  (c) All:

      (1) Administrative Claims
      (2) Priority Tax Claims
      (3) DIP Credit Agreement Claims
      (4) Other Priority Claims and
      (5) General Unsecured Claims

      will be paid in full, in cash.

The Debtors cash obligations under the Plan and Reorganized AET's
working capital needs will be funded by a new credit facility of
up to $125 million to be provided to Reorganized AET on the
effective date of the Plan.

Prior to the bankruptcy petition date, the Class of Large Note
Claims voted to accept the Plan. The Class of Small Note Claims
voted to reject the Plan. The Debtors believe that the Plan is
confirmable pursuant to Section 1129 of the Bankruptcy Code.

Full text copies of the Solicitation and Disclosure Statement and
the Plan is available for a fee at:

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

The Court set January 12, 2005, as the deadline by which all
objections to the Solicitation and Disclosure Statement and the
Plan must be filed and served.

Headquartered in New Castle, Delaware, Applied Extrusion
Technologies, Inc. -- http://www.aetfilms.com/-- develops &  
manufactures specialized oriented polypropylene films used
primarily in consumer products labeling and flexible packaging
application. The Company and its debtor-affiliate filed for
chapter 11 protection on Dec. 1, 2004 (Bankr. D. Del. Case No.
04-13388). Edward J. Kosmowski, Esq., and Pauline K. Morgan,
Esq., at Young Conaway Stargatt & Taylor and Sheldon K. Rennie,
Esq., at Fox Rothschild O'Brien & Frankel LLP represent the
Debtors in their restructuring efforts. When the Debtors filed
for protection from their creditors, they listed $407,912,000 in
total assets and $414,957,000 in total debts.


AQUILA INC: Terminates Batesville Merchant Power & Sale Agreements
------------------------------------------------------------------
Aquila, Inc. (NYSE:ILA) states that as part of the company's
ongoing repositioning program aimed at exiting the energy merchant
business, it has agreed to exit a power purchase and sale
arrangement in Batesville, Mississippi, and, in a separate
transaction, terminated a fourth long-term prepaid natural gas
supply contract.

             Power Purchase and Sale Arrangement

The exit from the Batesville power purchase and sale arrangement
involves two agreements.  Under the first, Aquila will assign its
obligation to purchase power under a long-term contract from LSP
Energy Partnership, owner of the Batesville facility, to South
Mississippi Electric Power Association -- SMEPA.  Under the
second, Aquila and SMEPA will terminate a contract under which
Aquila sold to SMEPA the power it purchased from LSP Energy.
Essentially, these agreements will remove Aquila from the middle
of an arrangement pursuant to which LSP Energy sold power to
SMEPA.

In consideration of this restructuring, SMEPA will pay Aquila
$16.25 million, subject to certain adjustments.  The agreements
must receive approval from the Federal Energy Regulatory
Commission -- FERC, the Kansas Corporation Commission and the U.S.
Department of Agriculture's Rural Utilities Service.

             Termination of Long-Term Gas Contract

Aquila also completed the termination of a long-term prepaid
natural gas supply contract with the American Public Energy Agency
-- APEA, a supplier of natural gas principally in Nebraska.  
Aquila has previously referred to this terminated contract as
"APEA II."  In connection with the termination, Aquila paid a
termination fee of approximately $139 million.  This amount was
previously placed on deposit by Aquila for the benefit of the
surety on the contract.  Termination of the APEA II contract
completes Aquila's previously announced plan to terminate four
long-term prepaid natural gas supply contracts.

Based in Kansas City, Missouri, Aquila operates electricity and
natural gas distribution utilities serving customers in Colorado,
Iowa, Kansas, Michigan, Minnesota, Missouri and Nebraska.  The
company also owns and operates power generation assets.  More
information is available at http://www.aquila.com.

                          *     *     *

On Oct 19, 2004, Standard & Poor's Ratings Services assigned its
'B-' rating to Aquila Inc.'s (B-/Negative/--) $220 million senior
unsecured term loan credit facility and $110 million senior
unsecured revolving credit facility.  The two facilities have
initial interest rates of LIBOR plus a spread of 5.75%.  The
outlook is negative.

Kansas City, Missouri-based energy provider Aquila has about
$2.7 billion of debt.

A portion of the net proceeds was used toward refinancing Aquila's
$430 million secured term loan due April 2006.  As a result, the
collateral securing the $430 million three-year term loan,
including Aquila's utility assets in Colorado, Iowa, Michigan, and
Nebraska, has been released.

The ratings reflect the company's marginal credit measures and
insufficient cash flow from operations to offset a burdensome debt
level, which are not quite mitigated by management's efforts to
refocus on its traditional utility business.

"Although, Aquila has made significant progress toward
repositioning itself as a domestic utility business, concerns
remain over the company's burdensome debt level and lack of cash
flow generation," said Standard & Poor's credit analyst Rajeev
Sharma.

"Rating stabilization is predicated on Aquila's ability to achieve
further debt reduction, successful rate increases, and cost
reductions," continued Mr. Sharma.


ARDENT HEALTH: Soliciting Consents to Amend 10% Sr. Note Indenture
------------------------------------------------------------------
Ardent Health Services LLC'S subsidiary, Ardent Health Services,
Inc., has commenced the solicitation of consents from the holders
of its 10% Senior Subordinated Notes due 2013 to an amendment to
the financial reporting covenant contained in the indenture
governing the Notes.  The amendment would provide that Ardent is
not required to comply with the covenant until May 2, 2005.  
Ardent Health Services, Inc., is also seeking a waiver of all
existing defaults under the indenture with respect to the
financial reporting covenant.

The consent solicitation is scheduled to expire at 5:00 p.m., EST,
on Dec. 31, 2004, unless extended.  Holders of Notes who deliver
their consent on or prior to 5:00 p.m., EST, on Dec. 31, 2004,
will, subject to the satisfaction of certain conditions, receive a
consent payment of $5.00 per $1,000 principal amount of Notes
validly consented.

The completion of the consent solicitation is conditioned upon the
satisfaction of certain conditions, including that consents
representing a majority in principal amount of the notes must be
received and a supplemental indenture for the notes must be
executed.  A more complete description of the consent solicitation
and its conditions can be found in the consent solicitation
statement to be distributed to Noteholders.

As previously disclosed, the Audit Committee of Ardent's Board of
Directors is conducting an independent review of accounting
practices at Lovelace Sandia Health System, Inc., in Albuquerque,
New Mexico.  The Audit Committee is conducting the independent
review with the assistance of the independent law firm of King &
Spalding and the independent accounting firm of Deloitte & Touche.

Because of the independent review, Ardent did not file its Form
10-Q for the third quarter of 2004 with the SEC by the Nov. 15,
2004 filing deadline.  On Nov. 30, 2004, Ardent announced that due
to the initial results of the independent review, the Audit
Committee had concluded that Ardent will restate its financial
results for the year ended Dec. 31, 2003, and for the first and
second quarters of 2004.  At that time, Ardent disclosed that it
expected to file with the SEC the delayed Form 10-Q and certain
restated financial statements for fiscal year 2003 and the first
and second quarters of 2004 by the end of the first quarter of
2005.

Since the November 30 announcement, Ardent and its independent
auditors, Ernst & Young, have determined that additional time will
be required to complete the historical and current financial
statements . Ardent now expects that the third quarter Form 10-Q
and the restated financial statements will be filed with the SEC
by May 2, 2005.  Accordingly, through the consent solicitation,
Ardent Health Services, Inc. is seeking an extension for
compliance with the financial reporting covenant in the indenture
to May 2, 2005.  Ardent intends to provide to holders of the notes
preliminary unaudited financial information relating to its
results of operations for the 2004 fiscal year by February 15,
2005.

If the proposed amendment to the financial reporting covenant is
approved and the existing defaults are waived by the Noteholders,
Ardent may enter into certain previously-announced divestitures.

At the time of the initial disclosure of the independent review,
the company had contacted, among others, the SEC to inform them of
the Audit Committee's actions.  As anticipated, the SEC has
requested that we voluntarily send to them information concerning
issues identified in the review.  The company intends to cooperate
fully with this request for information.

Ardent is also in discussions with its senior bank lenders
regarding a proposed amendment to its senior secured credit
agreement which would, among other things, extend the deadline for
the delivery of its financial statements for the third quarter of
2004 and the 2004 fiscal year to May 2, 2005.

Ardent has retained Citigroup Global Markets Inc. and Banc of
America Securities LLC to serve as the solicitation agents and
Global Bondholder Services Corporation to serve as the information
agent and tabulation agent for the consent solicitation.  

Requests for documents may be directed to:

     Global Bondholder Services Corporation
     65 Broadway, Suite 704
     New York, NY 10006.  
     Telephone (800) 470-3800 (U.S. toll-free)
                     or
               (212) 430-3774

Questions regarding the consent solicitation may be directed to
either:

     Citigroup Global Markets Inc.
     Telephone: (800) 558-3745 (U.S. toll-free)
                      or
                (212) 723-6106 (collect)
     Attention: Liability Management Group

         - or -

     Banc of America Securities LLC
     Telephone (888) 292-0070 (U.S. toll-free)
                     or
                (704) 388-9217 (collect)
     Attention: High Yield Special Products

This announcement is not an offer to purchase or sell, a
solicitation of an offer to purchase or sell or a solicitation of
consents with respect to any securities.  The solicitation is
being made solely pursuant to Ardent Health Services Inc.'s
consent solicitation statement dated December 20, 2004 and the
related consent form.

                        About the Company

Ardent Health Services is a provider of health care services to
communities throughout the United States.  Ardent currently
operates 35 hospitals in 14 states, providing a full range of
medical/surgical, psychiatric and substance abuse services to
patients ranging from children to adults.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 07, 2004,
Standard & Poor's Ratings Services placed its single-B ratings on
Ardent Health Services, Inc., on CreditWatch with negative
implications.  The CreditWatch listing reflects our increasing
concerns about the hospital chain's ability to control its
operations in a period of rapid growth and manage its tightened
liquidity.

Ardent's growth is illustrated by its ballooning revenues, which
have increased by about 70% since 2003, taking into account its
recent acquisition of Hillcrest HealthCare System.

Ardent announced that it will lower its earnings in a financial
restatement for 2003 and for the first two quarters of 2004.  The
restatement stems from accounting adjustments at its largest
subsidiary, Lovelace Sandia Health System, and will result in an
annualized reduction in earnings of about $20 million. The
company will not release any financial statements until the end of
the first quarter in 2005. Ardent is in the process of changing
its financial accounting procedures to address these issues.
Meanwhile, liquidity is tighter because Ardent has agreed with its
banks not to draw on the revolving credit facility.

"We are furthermore concerned about the potential for additional
financial adjustments due to information technology issues," said
Standard & Poor's credit analyst David Peknay. "The announcement
of a $26 million impairment charge relating to the consolidation
of information systems could indicate greater acquisition
integration challenges than originally anticipated." Standard &
Poor's expects to review management's efforts to better control
its activities and handle its funding needs through the possible
near-term sale of its Samaritan Hospital and through bank
borrowing negotiations.


BEAR STEARNS: Fitch Downgrades Class B-5 Series 1997-4 to 'B-'
--------------------------------------------------------------
Fitch has taken rating actions on Bear Stearns Mortgage Securities
Issues:

Series 1996-6:

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

Series 1997-4:

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

The affirmations, affecting $37,880,374 of outstanding
certificates, reflect asset performance and credit enhancement --
CE -- levels generally consistent with expectations.  The
upgrades, affecting $6,864,844 of outstanding certificates, are
due to high levels of CE relative to future loss expectations.  
The downgrade, affecting $459,473 of outstanding certificates, is
a result of low CE with respect to future loss expectations.

The current CE for all classes from series 1997-4 has increased
from their original levels:

     * class A benefits from 15.72% of CE (originally 7.00%),      
     * class B-1 benefits from 9.25 (originally 4.25%),
     * class B-2 benefits from 5.72% (originally 2.75%),
     * class B-3 benefits from 3.95% (originally 2%), and
     * class B-4 benefits from 1.95% (originally 1.15%).  

The CE level for class B-5 has also increased, but only slightly
from its' original level.  Class B-5 benefits from 0.64% CE
(originally .60%).  As of the November distribution date, 4.21% of
the loans are delinquent and 2.58% of the loans are in
foreclosure, bankruptcy, or have been delinquent for 90+ days.  
Cumulative losses total 30%, and 74% of the collateral has paid
down.  The collateral consists of traditional and hybrid
adjustable rate mortgages extended to prime borrowers.

The current CE levels for all classes from series 1996-6 have
increased substantially from their original levels:  
    
     * class A benefits from 92.95% (originally 20.75%),
     * class B-1 benefits from 73.08 (originally 17%),
     * class B-2 benefits from 42.61% (originally 11.25%),
     * class B-3 benefits from 18.66% (originally 6.75%).  

The pool factor (current principal balance as a percentage of
original) is 10%.  The collateral consists of 25- to 30-year,
fully amortizing, fixed rate loans secured by first liens on
residential properties.  All the mortgage loans were acquired by
EMC (servicer) from a portion of the FHA National Single Family
Loan Sale No. 1, from the United States Department of Housing and
Urban Development.

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


BEAR STEARNS: Fitch Upgrades Class B-5 Series 2000-2 to 'BB+'
-------------------------------------------------------------
Fitch has taken rating actions on Bear Stearns ARM Trust Issue:

Series 2000-2:

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

The affirmation, affecting $47,350,694 of outstanding
certificates, reflect asset performance and credit enhancement --
CE -- levels generally consistent with expectations.  The
upgrades, affecting $3,043,133 of outstanding certificates, are
due to strong collateral performance and high levels of CE
relative to future loss expectations.

The current CE for all classes is at least two times original
levels:
     * class A benefits from 6.99% of CE (originally 2.75%),
     * class B-1 benefits from 5.09 (originally 2%),
     * class B-2 benefits from 4.07% (originally 1.60%),
     * class B-3 benefits from 3.05% (originally 1.20%),
     * class B-4 benefits from 1.78% (originally 0.70%), and
     * class B-5 benefits from 1.02% (originally 0.40%).

As of the November distribution date 79% of the collateral has
paid down, there are no loans delinquent, and cumulative losses
are zero.

The collateral consists of fully amortizing COFI adjustable rate,
first lien, one- to four-family residential mortgage loans.

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


BERTUCCI'S CORP: Very Poor Liquidity Spurs S&P to Junk Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Bertucci's Corp.  The corporate credit rating was lowered to
'CCC+' from 'B-'.  The outlook is negative.

"The downgrade is based on the company's very poor liquidity
position, high leverage, and thin cash flow protection measures,"
explained Standard & Poor's credit analyst Robert Lichtenstein.
"Bertucci's only had $6.2 million of cash available as of
Sept. 30, 2004, and is operating without a credit facility,
leaving the company vulnerable to competition in the restaurant
industry, as well as rising costs."

The ratings reflect Bertucci's participation in the highly
competitive casual dining sector of the restaurant industry, its
regional concentration, a highly leveraged capital structure, and
very limited liquidity.  Northborough, Massachusetts-based
Bertucci's, with $200 million in annual revenues, is a very small
player in the competitive casual dining sector.  The chain is
easily dwarfed by larger players, including Chili's, Olive Garden,
and Red Lobster.  Moreover, the company is regionally concentrated
in the Northeastern U.S., leaving it vulnerable to a decline in
the region's economy.  Bertucci's has had some difficulties
achieving operating efficiencies in the past.

Operating performance in the first nine months of 2004 was
negatively affected by higher costs.  Comparable-store sales
increased 1.9%; however, dine-in guest counts decreased by 4.3%.
Moreover, operating margins for the 12 months ended
Sept. 30, 2004, fell to 15.5% from 16.5%, primarily due to higher
food costs.  The company is very highly leveraged, with total debt
to EBITDA at 7.0x for the 12 months ended Sept. 30, 2004.
Moreover, cash flow protection measures are thin, with EBITDA
covering interest only 1.3x.  Ratios are highly variable because
of the company's small EBITDA base of $17 million.


BOWNE & CO: Moody's Reviewing Low-B & Junk Ratings & May Upgrade
----------------------------------------------------------------
Moody's Investors Services has placed all ratings for Bowne & Co.,
Inc. on review for possible upgrade.

The ratings affected include Bowne & Company Inc.'s:

   * $75 million Convertible Subordinated Debentures due 2033 --
     Caa1

   * Senior Implied Rating -- B1

   * Issuer Rating -- B2

This action follows the company's announcement that it has entered
into an agreement to sell Bowne Business Solutions, Inc., (but not
its litigation services business) to Williams Lea Group Limited
for a cash consideration of $180 million.

The review will focus upon the likelihood that this transaction
will close according to the terms of the agreement, the degree to
which debt will be permanently reduced from the proceeds of the
sale, and the impact that any such debt reduction will have on the
company's financial profile.

In addition the review will assess recent improvements in the
company's operating performance, the sustainability of the recent
rebound in the financial services print sector and the possibility
that the liquidity resulting from the sale might be used to for
acquisition activity and/or stock repurchases.

Neither Bowne's existing $115 million senior unsecured credit
facility nor its $60 million privately placed senior unsecured
notes are rated by Moody's.

Bowne & Co., a global provider of document management solutions,
is headquartered in New York City.  It recorded sales of
approximately $1 billion in 2003.


BREUNERS HOME: Has Until Mar. 31 & Apr. 22 to Make Lease Decisions
------------------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the  
District of Delaware extended, until March 31 and April 22, 2005,
the periods within which Breuners Home Furnishings Corp. and its
debtor-affiliates can elect to assume, assume and assign, or
reject for their two groups of unexpired nonresidential real
property leases.

The Court's March 31 lease decision period applies to the Debtors'
group of leases referred to as the KLA Leases, consisting of 14
unexpired nonresidential leases.

The April 22 deadline relates to the a group of leases referred to
as the Cheyenne Leases, consisting of four unexpired
nonresidential leases.

Both groups of unexpired nonresidential leases are subject to
Designation Rights Agreements, where the leases are packaged into
designation rights bids and designation rights back-up bids. Under
the Agreement, the successful designation rights purchaser or
back-up purchaser conditioned its offer to purchase the rights of
the leases on the Debtors' obtaining a Court order to extend the
lease decision period for the leases.

The Debtors conducted an auction for their interests in the leases
on October 7, 2004. The highest bidders to emerge from the auction
for the two groups of leases are KLA/Breuners LLC and Cheyenne
LLC.

Both KLA and Cheyenne conditioned their bids on the Debtors'
motion for a Court order to extend the time to assume or reject
the leases because they were unwilling to purchase the designation
rights under the leases unless the Debtors obtained an order.

The Debtors assure the Court that they are current on all the
postpetition obligations under the KLA Leases and Cheyenne Leases
and the extension will not prejudice any parties in interest under
the leases.

Headquartered in Lancaster, Pennsylvania, Breuners Home  
Furnishings Corp. -- http://www.bhfc.com/-- is one of the largest   
national furniture retailers focused on the middle the upper-end  
segment of the market. The Company, along with its debtor-
affiliates, filed for chapter 11 protection on July 14, 2004  
(Bankr. Del. Case No. 04-12030). Great American Group, Gordon  
Brothers, Hilco Merchant Resources, and Zimmer-Hester were brought  
on board within the first 30 days of the bankruptcy filing to  
conduct Going-Out-of- Business sales at the furniture retailer's  
47 stores. Bruce Grohsgal, Esq., and Laura Davis Jones, Esq., at  
Pachulski, Stang, Ziehl, Young, Jones & Weintraub, represent the  
Debtors in their restructuring efforts. The Company reported more  
than $100 million in estimated assets and debts when it sought  
protection from its creditors.


CALLIDUS DEBT: Moody's Puts Ba2 Rating on $8.5M Class E Notes
-------------------------------------------------------------
Moody's Investors Service assigned ratings to nine Classes of
Notes issued by Callidus Debt Partners CLO Fund III, Ltd.  Moody's
assigned these ratings to the Notes issued:

   * Aaa to the U.S. $50,000,000 Class A-1 Revolving Senior
     Secured Floating Rate Notes,

   * Aaa to the U.S. $212,000,000 Class A-2 Senior Secured
     Floating Rate Notes,

   * Aaa to the U.S. $32,000,000 Class A-3 Senior Secured Floating
     Rate Notes,

   * Aaa to the U.S. $8,000,000 Class A-4 Senior Secured Floating
     Rate Notes,

   * Aa2 to the U.S. $16,000,000 Class B Senior Secured Floating
     Rate Notes,

   * A2 to the U.S. $22,000,000 Class C Senior Secured Deferrable
     Floating Rate Notes,

   * Baa2 to the U.S. $17,000,000 Class D Senior Secured
     Deferrable Floating Rate Notes, and

   * Ba2 to the U.S. $8,500,000 Class E Senior Secured Deferrable
     Floating Rate Notes.

Proceeds from the issuance will be used to purchase a diversified
pool of performing, principally US dollar-denominated loans.  The
deal is brought to market by JPMorgan Securities.


CANADA MORTGAGE: Moody's Puts Low-B Ratings on Class E & F Certs.
-----------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to the
Mortgage Pass-Through Certificates, Series 2004-C2 issued by
Canada Mortgage Acceptance Corporation.

The rating actions were:

   -- CAD272,412,000 Class A Certificates, Aaa
   -- CAD10,773,000 Class B Certificates, Aa2
   -- CAD8,465,000 Class C Certificates, A2
   -- CAD6,156,000 Class D Certificates, Baa2
   -- CAD3,848,000 Class E Certificates, Ba2
   -- CAD1,385,000 Class F Certificates, B2
   -- CAD307,811,231* Class IO Certificates, Aaa

      * Initial notional amount

The ratings on the Certificates are based on the quality of the
underlying collateral -- a pool of residential mortgages located
in Canada.  The ratings on the Certificates are also based on the
credit enhancement furnished by the subordinate tranches and on
the structural and legal integrity of the transaction.

Mortgage loans originated under criteria similar to those used for
the Mortgage Pool are commonly referred to as "Alternative A" --
Alt-A -- and "subprime" mortgages.  Alt-A mortgages, which make up
the vast majority of the pool, are generally underwritten with
broader underwriting criteria than those applied in originating
"A" mortgages (for example, CMHC insured mortgages in Canada), but
with more restrictive underwriting criteria than those applied in
originating subprime mortgages.  The subprime mortgages are
targeted towards borrowers with historically troubled credit and
those with re-established credit following a bankruptcy.

The mortgages in the pool were originated by GMAC Residential
Funding of Canada -- RFOC, a wholly owned entity of Residential
Funding Corporation, one of the largest residential mortgage
originators in the U.S.A. Residential Funding Corporation -- RFC
-- will act as servicer of the portfolio of mortgages.  As of
September 30, 2004, RFC was responsible for servicing residential
mortgage loans in the U.S. totaling approximately
U.S.$98.3 billion.  While RFC is ultimately responsible for
servicing, it will rely on the services of MCAP Service
Corporation as Sub-Servicer to service the Mortgage Loans.  As of
December 31, 2003, MCAP was responsible for servicing residential
mortgage assets for various customers, including RFOC, with an
aggregate outstanding principal balance of approximately
$12.9 billion.

The Mortgage Pool consisted of 1,935 fixed rate mortgage loans
that amounted to an aggregate balance of $307,811,231.  Each
mortgage constitutes a first lien on a one to four family
residential property located in Canada and are partially-
amortizing, first mortgage loans with original terms to maturity
ranging from 24 to 61 months in length.  The pool's strengths
included the relatively strong weighted average credit score of
695, the geographical diversity of the portfolio and the creditor
friendly legal environment in Canada.  Moody's concerns included
the limited number of participants in the Alt A and subprime
mortgage markets in Canada, which may increase the risk of
refinancing the mortgages at their maturity dates.  This concern
has been reflected in the ratings assigned to the Certificates.  
The beginning loan-to-value ratio of the mortgage portfolio was
84.66% on a weighted average basis.


CASTLE HARBOR: Fitch Assigns 'BB-' on $3 Million Notes
------------------------------------------------------
Castle Harbor II CLO, Ltd. (the issuer) will issue up to $60
million notes rated by Fitch Ratings:

     -- Class A $21,000,000 notes 'A';
     -- Class B1 $26,000,000 notes 'BBB';
     -- Class B2 $10,000,000 notes 'BBB';
     -- Class C $3,000,000 notes 'BB-';
     -- Combination notes $8,350,000 'BBB'.

The rating of the class A, B1, and B2 notes addresses the
likelihood that investors will receive full and timely payments of
interest and ultimate receipt of principal by the scheduled
maturity date.  The rating of the class C and combination notes
addresses the return of principal by the final maturity date.  The
rating does not address the likelihood of repayment of principal
prior to the stated maturity date.

The ratings are based upon the structure of the issuer, the
financial strength of Bank of America, N.A. (rated 'F1+/AA-' by
Fitch), as the swap provider, and the investment manager
capabilities of Deerfield Capital Management, LLC., as the
portfolio manager.

Castle Harbor II CLO, Ltd., is a synthetic collateralized loan
obligation -- CLO -- that provides investors with leveraged
exposure to a diversified portfolio of high yield loans. Proceeds
from the notes' issuance will also be invested in a diversified
portfolio of high yield loans.  The trust will enter into a total
return swap with Bank of America, N.A., permitting the issuer to
participate indirectly, on a leveraged basis, in the total return
on a portfolio of leveraged bank loans of up to $360 million in
notional amount with a weighted average rating of 'B+/B'.

Fitch will monitor this transaction. Deal information on Castle
Harbor II CLO, Ltd., is available on the Fitch Ratings web site at
http://www.fitchratings.com/


CATHOLIC: Spokane Wants to Continue Using Cash Management System
----------------------------------------------------------------
The Diocese of Spokane seeks authority from the U.S. Bankruptcy
Court for the Eastern District of Washington to continue using its
existing cash management system.

Michael J. Paukert, Esq., at Paine, Hamblen, Coffin, Brooke &
Miller, LLP, in Spokane, Washington, explains that Spokane's cash
flow, tracking and reconciliation practices permit the Diocese to
control and account for its funds, and ensure that funds will be
readily available as needed.  Keeping those practices in place,
Mr. Paukert points out, will save the Diocese and its estate the
cost in time and money.

As of the Petition Date, the Diocese of Spokane maintained four
bank accounts at U.S. Bank, N.A.:

   1. operating checking account,
   2. savings account,
   3. Automated Clearing House account, and
   4. impressed pension account

By limiting the number of its bank accounts to the minimum
necessary to carry out its functions, Spokane has reduced the
complexity of its cash management system and the accompanying risk
of error and loss.

                     Collections and Deposits

Spokane receives funds from a variety of sources, including its
own operations, fund raising campaigns like The Annual Catholic
Appeal, billings to the Parishes and other organizations, and
voluntary deposits by the Parishes.  In addition, Spokane serves
as the payee and custodian for national collections that are taken
in the Parishes for restricted purposes like the U.S. Catholic
Mission Collection and other like programs to which Parishes and
parishioners donate.  Mr. Paukert relates that it is more
expedient for those organizations to receive one check from
Spokane than it is to receive a number of checks.  Therefore, it
is part of Spokane's responsibility to receive checks from each
Parish and transmit the funds to the national organizations
benefiting from the collections.  Spokane might also receive other
funds from:

   -- third parties like the Parishes that are for a restricted
      purpose like support for seminarians; and

   -- participants in its employee pension plan, in which
      employees of the Diocese, Parishes and other associated
      organizations participate.

These funds are deposited into the Pension Account.

All receipts and amounts remitted are deposited by Spokane into
one of the Existing Accounts and accounted for in the Diocese's
books and records.  Funds are then disbursed either directly to
the organization that is the ultimate beneficiary or payee, or
administered in accordance with a Deposit and Loan Fund Policy, or
are temporarily invested in the Spokane Catholic Investment Trust
until the funds are requested by the beneficiary.

Funds reach Spokane primarily in the form of checks from each
Parish.  Cash and checks received are deposited into the
Operating Account.  Direct deposit funds are deposited into the
ACH Account and transferred to the Operating Account.  From the
Operating Account, checks are issued for the benefit of the
recipient for whom the funds were received by Spokane.  
Periodically, funds are transferred out of the Operating Account
into the SCIT.  Funds deposited in the SCIT are held and
professionally managed in accordance with the "Spokane Catholic
Investment Trust Investment Policy."

                          Disbursements

Spokane makes all disbursements to third parties from the
Operating Account.  For instance, Spokane maintains a Diocese-wide
blanket insurance program under which the Diocese, the Parishes
and certain other entities associated with the Diocese are insured
under the same policy.

The insurance program for the Diocese is a combined program which
includes property and liability insurance.  Within this program
the Diocese is self-funded for the first $2,500 of property and
liability claims and 100% self-insured for auto physical damage.

To provide the funds for the self-insured portion, all Insured
Entities are assessed a fee which is deposited into the Operating
Account and accounted for under the Deposit and Loan Fund Policy.
As claims are adjusted, funds are requested from the pool to cover
claims up to the first $2,500 -- after the Insured Entity pays a
primary deductible of $250.  Mr. Paukert says it is important to
Spokane and the entities served by the insurance pool that the
normal functioning of this self-insurance fund be allowed to
continue without interruption.

Similarly, Spokane administers a medical and dental insurance
program and a retirement program.  Spokane pays the medical and
dental insurance premiums for the Insured Entities out of the
Operating Account, on the 1st of each month.  In turn, all but the
amounts relative to the Diocesan administrative employees are
invoiced to the Insured Entities.  Spokane acts as a clearing
house for the medical and dental billings and payments.  This
ensures lower administrative costs.  Also, Spokane's employees
receive and process all retirement contributions through the
Pension Account at the request of the Retirement Plan provider.
This also keeps administrative costs low.  It is critical that
these functions continue without interruption to ensure
uninterrupted employee eligibility.

Spokane pays its employee-related obligations out of the
Operating Account.  Spokane pays its employees through its payroll
service provider, Catholic Charities of the Diocese of Spokane, a
Washington non-profit corporation.  At the end of each month
Spokane transfers funds in an amount equal to its accrued payroll
liability from the Operating Account into the CCDS Payroll
Account.  After that, CCDS issues payroll checks to and executes
automatic payroll deposits for employees of the Diocese.

                      Deposit and Loan Fund

Among the other services Spokane provides to the Parishes, Mr.
Paukert says one in particular is critical: the Diocese acts as a
"savings and loan" for the Parishes in accordance with the Deposit
and Loan Fund Policy.

The purpose of the Deposit and Loan Fund is to provide a savings
account for the benefit of, and loans to, the Parishes.  It has
been Spokane's long-standing policy that Parishes and institutions
of the Diocese deposit excess funds like ordinary savings, large
gifts and amounts from estates, building fund proceeds,
collections, with the Diocese.

Pursuant to the Deposit and Loan Fund Policy, the Parish deposits,
which currently yield 1.5% interest, are then used to provide
loans to the Parishes.

As unincorporated associations, the Parishes do not generally have
access to commercial credit rates as favorable as corporate
borrowers.  Therefore, some of the Parishes have loans from the
Deposit and Loan Fund at rates that are competitive with
commercial rates.

Small loans from the Deposit and Loan Fund, those under $30,000,
are reviewed and approved by the Deposit and Loan Fund Committee.
Larger loans, those over $30,000, require review and
recommendation by the Bishop's Finance Council and approval by the
Bishop.  To qualify for a large loan, a Parish must have a
specific amount of money on deposit in the Deposit and Loan Fund.
For instance, for a loan:

   -- between $30,000 and $90,000, the Parish must have at least
      20% of the requested loan amount on deposit;

   -- between $100,000 and $199,000, the Parish must have 40% of
      the requested loan amount on deposit;

   -- between $200,000 and $299,000, the percentage is increased
      to 60%; and

   -- of $300,000 or more, the percentage is 75% of the requested
      loan amount.

In addition to the deposit requirements, six other factors are
considered by the Bishop and his Finance Council, including:

   (1) The needs of the local Parish community;

   (2) The historic ability of the Parish to service its debt;

   (3) The strength of the Parish Council and Parish Finance
       Council;

   (4) The completeness of any construction plans, drawings and
       cost estimates from three contractors;

   (5) The Parish's ability and consistency in meeting its goals
       for the Annual Catholic Appeal, World and U.S. Missions
       Collections and other fundraising efforts; and

   (6) The ability of parishioners to step forward and help the
       Parish meets its financial needs.

All loans are evidenced by a Promissory Note signed by the Parish
priest.  Small loans usually have a repayment term of five years
or less.  Large loans may have repayment terms up to 20 years.
Currently, the interest rate on loans made from the Deposit and
Loan Fund is 5.5% per annum.

All deposits, withdrawals, loans and payments through the Deposit
and Loan Fund are strictly accounted for.  The Deposit and Loan
Fund is audited annually by an independent financial auditor.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.  
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  In its Schedules of Assets and Liabilities filed with
the Court on July 30, 2004, the Portland Archdiocese reports
$19,251,558 in assets and $373,015,566 in liabilities.  

The Roman Catholic Church of the Diocese of Tucson filed for
chapter 11 protection (Bankr. D. Ariz. Case No. 04-04721) on
September 20, 2004, and delivered a plan of reorganization to the
Court on the same day.  Susan G. Boswell, Esq., and Kasey C. Nye,
Esq., at Quarles & Brady Streich Lang LLP, represent the Tucson
Diocese.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Archdiocese
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $11,162,938 in total
assets and $81,364,055 in total debts. (Catholic Church Bankruptcy
News, Issue No. 13; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


CATHOLIC CHURCH: Spokane 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.

Michael J. Paukert, Esq., at Paine, Hamblen, Coffin, Brooke &  
Miller, LLP, in Spokane, Washington, however, notes that courts  
have long recognized that the strict enforcement of bank account  
closing requirements does not serve the rehabilitative purposes  
of Chapter 11.  Courts often waive these requirements,   
recognizing that they are often impractical in those cases.

The Spokane Diocese believes that all parties-in-interest,  
including employees, trade vendors, and most important, the  
parishioners of the thirteen counties within the Diocese of  
Spokane, will be best served by preserving operational continuity  
and avoiding the disruption and delay to payroll and to the  
Diocese's financial activities that would necessarily result from  
closing the Diocese's existing bank accounts and the opening of  
new accounts.

The Diocese, therefore, asks Judge Williams for authority to  
maintain and continue to use its Existing Accounts in the names  
and with the account numbers existing immediately before the  
Petition Date.  Spokane reserves the right, however, to close  
certain of the Existing Accounts and open new DIP accounts as may  
be necessary to facilitate it's Reorganization Case and  
operations, on notice to the U.S. Trustee.

The Diocese also seeks permission to deposit funds in and  
withdraw funds from any accounts by all usual means, including,  
but not limited to items like checks, wire transfers, automated  
clearinghouse transfers, electronic funds transfers and other  
debits, and to treat the Existing Accounts for all purposes as  
DIP accounts.

Spokane has endeavored to ensure that no checks in payment of  
prepetition obligations remained outstanding as of the Petition  
Date.  To further ensure against the payment of prepetition debts  
-- except for prepetition debts that the Court specifically  
authorizes to be paid -- Mr. Paukert says Spokane will stop  
payment on any checks for prepetition obligations that are  
outstanding as of the Petition Date and will begin issuing new  
checks postpetition with a significant gap in the numbering  
sequence, so as to make it easier to distinguish between  
prepetition and postpetition checks.

Spokane also wants U.S. Bank, where the Diocese maintains its  
Accounts, directed to accept and honor all representations or  
instructions from the Diocese as to which checks, drafts, wire  
transfers, or other transfers should be honored or dishonored.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.  
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  In its Schedules of Assets and Liabilities filed with
the Court on July 30, 2004, the Portland Archdiocese reports
$19,251,558 in assets and $373,015,566 in liabilities.  

The Roman Catholic Church of the Diocese of Tucson filed for
chapter 11 protection (Bankr. D. Ariz. Case No. 04-04721) on
September 20, 2004, and delivered a plan of reorganization to the
Court on the same day.  Susan G. Boswell, Esq., and Kasey C. Nye,
Esq., at Quarles & Brady Streich Lang LLP, represent the Tucson
Diocese.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Archdiocese
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $11,162,938 in total
assets and $81,364,055 in total debts. (Catholic Church Bankruptcy
News, Issue No. 13; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


CITICORP MORTGAGE: Fitch Puts Low-B Ratings on Two $859,018 Certs.
------------------------------------------------------------------
Citicorp Mortgage Securities, Inc.'s -- CMSI -- REMIC pass-through
certificates, series 2004-9, are rated by Fitch:

     -- $558.1 million class IA-1 through IA-10, IA-PO, IIA-1 and
        IIA-PO 'AAA';

     -- $6.9 million class B-1 'AA';

     -- $2.9 million class B-2 'A';

     -- $2.0 million class B-3 'BBB';

     -- $859,018 class B-4 'BB';     

     -- $859,018 class B-5 'B'.

The 'AAA' rating on the senior certificates reflects the 2.55%
subordination provided by:

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

In addition, the ratings reflect the quality of the mortgage
collateral, strength of the legal and financial structures, and
CitiMortgage, Inc.'s servicing capabilities as primary servicer,
rated 'RPS1' by Fitch.

The mortgage loans have been divided into two pools of mortgage
loans.  Pool I, with an unpaid aggregate principal balance of
$472,766,861, consists of 925 recently originated, 20-30-year
fixed-rate mortgage loans secured by one- to four-family
residential properties located primarily in California (29.87%)
and New York (24.37%).  

The weighted average current loan to value -- CLTV -- ratio of the
mortgage loans is 68.34%.  Condo properties account for 4.96% of
the total pool and co-ops account for 8.45%.  Cash-out refinance
loans represent 15.14% of the pool and there are no investor
properties.  The average balance of the mortgage loans in the pool
is approximately $511,099.  The weighted average coupon -- WAC --
of the loans is 6.044% and the weighted average remaining term --
WAM -- is 357 months.

Pool II, with an unpaid aggregate principal balance of
$99,911,850, consists of 185 recently originated, 15-year fixed-
rate mortgage loans secured by one- to four-family residential
properties located primarily in California (29.75%) and New York
(15.69%).  

The weighted average CLTV of the mortgage loans is 58.62%. Condo
properties account for 5.41% of the total pool and co-ops account
for 5.15%.  Cash-out refinance loans represent 19.46% of the pool
and investor properties represent 0.85% of the pool.  The average
balance of the mortgage loans in the pool is approximately
$540,064.  The WAC of the loans is 5.483% and the WAM is 178
months.

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/

The mortgage loans were originated or acquired by CMI and in turn
sold to CMSI.  A special purpose corporation, CMSI, deposited the
loans into the trust, which then issued the certificates. U.S.
Bank National Association will serve as trustee.  For federal
income tax purposes, an election will be made to treat the trust
fund as one or more real estate mortgage investment conduits.


COMM 2000-C1: S&P Junks Certificate Classes M & N
-------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on classes B
and C of COMM 2000-C1 Mortgage Trust's commercial mortgage pass-
through certificates.  At the same time, all other outstanding
ratings from this transaction are affirmed.

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

As of December 2004, the trust collateral consisted of
109 commercial mortgages with an outstanding balance of
$816.7 million, down 9% since issuance.  There have been three
realized losses totaling $6.05 million (0.67% of initial pool
balance) to date.  The master servicer, ORIX Real Estate Capital
Markets LLC -- ORIX, reported full year 2003 or partial year 2004
net cash flow -- NCF -- debt service coverage ratios (DSCRs) for
92.8% of the pool.

Three loans (0.70%) have been defeased and one loan (1.5%) is a
credit tenant lease loan -- CTL.  Based on this information and
excluding defeasance and the CTL, Standard & Poor's calculated a
pool DSCR of 1.33x, down from 1.49x at issuance.

The current weighted average DSCR for the top 10 loans, which
comprise 42.75% of the pool, declined to 1.33x from 1.69x at
issuance.  Only three of the top 10 loans have improved DSCRs
since issuance.  The largest loan in the pool, the Crowne Plaza-
Manhattan, experienced a 50% decrease in DSCR since issuance.
However, operating results have improved this year, with an
average daily rate -- ADR -- of $174.22 and occupancy of 90%
through Sept. 30.  The fourth quarter is expected to continue the
improving trend and post superior results compared to 2003.

There are six loans with a current combined balance of
$28.44 million, or 3.48% of the pool, that are specially serviced
by Allied Capital Corp., the special servicer for the transaction.   
Two of these loans are 90-plus days delinquent and in foreclosure,
one is REO, and three are either current or within 60 days.  There
are no other delinquent loans in the pool.  Significant loans are
discussed below:

   -- The largest loan in special servicing is Eastgate Station
with a balance of $8.8 million (1.08%, $57 per sq. ft.).  The loan
is current but just newly transferred to special servicing. The
borrower indicated that a tenant, Rhodes Furniture, with 27% of
net rentable area, has declared bankruptcy and will be leaving the
center.  The borrower wants to work with the special servicer to
re-lease the space, but needs some sort of interim relief to do
so.  It is secured by a 156,000-sq.-ft. retail property built in
1990 that is located in Cincinnati, Ohio.

   -- Palo Verde Square has a balance of $4.6 million (0.56%, $135
per sq. ft.).  It is secured by a 35,000-sq.-ft. retail center
built in 1998 that is located in Scottsdale, Arizona.  The
borrower made a payment recently and the loan is now 60-plus days
delinquent.  The property was transferred to the special servicer
in July due to monetary default stemming from a drop in occupancy
due to its location at the periphery of development in Scottsdale.  
The property is currently 65% occupied and has a NOI DSCR of
0.80x.

   -- 6350 Court Street Road has a balance of $4.46 million and a
total exposure of $4.875 million (0.55%, $71 per sq. ft.).  It is
secured by a 68,000-sq.-ft. office building built in 1977 that is
located near Syracuse, New York.  The asset is now REO.  The empty
property had been 100% occupied by a telecom company that declared
bankruptcy in December 2002.  A new appraisal valued the property
as is at $2.5 million.  The special servicer is expected to
receive a payment from the bankruptcy claim, which can be used to
reduce outstanding advances.  A loss is expected upon disposition.

The servicer's watchlist includes 33 loans totaling $355.9 million
(44% of the pool).  Four of the top 10 loans appear on the
watchlist for low DSCRs or pending lease rollovers.  The smaller
loans on the watchlist appear due to low occupancies, DSCR, or
upcoming lease expirations, and were stressed accordingly by
Standard & Poor's.

The pool has significant geographic concentrations in:

               * Michigan (21.5%),
               * New York (17.4%),
               * California (13.7%),
               * Illinois (7.9%), and
               * Virginia (5.4%).

Significant collateral type concentrations include:

               * retail (23.1%),
               * multifamily (22.9%),
               * office (18.9%),
               * lodging (13.6%),
               * industrial (9.9%), and
               * manufactured housing (6.3%).

Standard & Poor's stressed various loans in the mortgage pool,
paying closer attention to the specially serviced and watchlisted
loans.  The expected losses and resultant credit enhancement
levels adequately support the raised and affirmed ratings.
   
                         Ratings Raised
   
                  COMM 2000-C1 Mortgage Trust
       Commercial Mortgage Pass-Thru Certs Series 2000-C1
   
                     Rating
          Class    To       From    Credit Enhancement
          -----    --       ----    ------------------
          B        AA+      AA                  19.87%
          C        A        A-                  15.06%
   
                        Ratings Affirmed
   
                  COMM 2000-C1 Mortgage Trust
       Commercial Mortgage Pass-Thru Certs Series 2000-C1
   
            Class     Rating      Credit Enhancement
            -----     ------      ------------------
            A-1       AAA                     24.55%
            A-2       AAA                     24.55%
            D         A-                      13.41%
            E         BBB                     10.25%
            F         BBB-                     8.88%
            G         BB                       5.58%
            H         BB-                      4.76%
            J         B+                       3.93%
            K         B                        2.70%
            L         B-                       1.73%
            M         CCC+                     0.91%
            N         CCC-                     0.36%
            X         AAA                       N/A


CONCERT IND: Applies for Delisting from Toronto Stock Exchange
--------------------------------------------------------------
Concert Industries Ltd. (TSX:CNG) has applied to the Toronto Stock
Exchange to de-list its shares and debentures.  The de-listing
will be effective as of the close of business December 31, 2004,
to coincide with the implementation of the previously announced
final plan of arrangement pursuant to the Companies' Creditors
Arrangement Act of its Canadian operating subsidiaries.  With the
implementation of the Plan, the Tricap Restructuring Fund will
become the direct or indirect sole shareholder of Concert's
Canadian and European operating subsidiaries.  Following these
arrangements, the assets remaining in Concert Industries Ltd. will
have no material value.

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

On August 5, 2003, the Company and certain of its North American
subsidiaries obtained an order from the Quebec Superior Court of
Justice providing creditor protection under CCAA Proceedings. The
Company's European operations are excluded from the CCAA
Proceedings.  PricewaterhouseCoopers, Inc., was appointed by the
Court to act as the Monitor.

As reported in the Troubled Company Reporter on Dec. 17, 2004, the
Quebec Superior Court approved the final plan of compromise and
arrangement of Concert Industries Ltd. pursuant to the Companies'
Creditors Arrangement Act of its Canadian operating subsidiaries.
The Plan received overwhelming creditor approval on Dec. 10, 2004.


D.C.I. DANACO: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: D.C.I. Danaco Contractors, Inc.
        325 Wyandanch Avenue
        North Babylon, New York 11704

Bankruptcy Case No.: 04-27760

Type of Business: The Company is a general contractor specializing
                  in mechanical construction.  The Company also
                  installs large industrial and commercial
                  heating, cooling and power generation systems.

Chapter 11 Petition Date: December 21, 2004

Court: Eastern District of New York (Brooklyn)

Debtor's Counsel: James A. Beldner, Esq.
                  Richard Kanowitz, Esq.
                  Christopher A. Jarvinen, Esq.
                  Jay R. Indyke, Esq.
                  Kronish Lieb Weiner & Hellman LLP
                  1114 Avenue of the Americas
                  New York, New York 10036
                  Tel: (212) 479-6275

Financial Condition as of September 30, 2004:

      Total Assets: $3,730,274

      Total Debts:  $3,012,560

Debtor's 20 Largest Unsecured Creditors:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
Stewart & Stevenson              Judgement            $1,504,023
Services, Inc.
4516 Harrisburg Boulevard
Houston, Texas 77011
Attn: Russ Alberts
Tel: (713) 923-0375
Fax: (713) 923-2161

Stasick Power Equipment          Trade                  $248,000
PO Box 394
Califon, New Jersey 07830
Attn: Jody Stasick
Tel: (908) 832-8980
Fax: (908) 832-8982

Clement Mechanical               Trade                  $105,300
733 Dean Drive
Baldwin, New York 11510
Attn: Clement McClean
Tel: (516) 486-2925
Fax: (516) 486-2527

IAR International Asbestos       Trade                   $98,142
Removal, Inc.
68-08 Woodside Avenue
Woodside, New York 11377
Attn: Gilberto Padilla
Tel: (718) 335-0304

Villani Industries               Trade                   $32,500

Atlas Steel Corporation          Trade                   $32,064

Raptor Electrical Construction   Trade                   $31,652
Corporation

Eric Eisenlau, Inc.              Trade                   $25,650

Miller Proctor Nickolas          Trade                   $23,897

Paz Interiors                    Trade                   $20,564

New York Ladder & Scaffold       Trade                   $17,600

Ondeo Nalco                      Trade                   $13,293

Sound Painting                   Trade                   $13,034

Striper Mechanical, Inc.         Trade                   $11,923

Gilmour Supply                   Trade                   $10,067

Pescara Contracting              Trade                    $9,999

Core Electric Inc.               Trade                    $9,252

United Electric Power            Trade                    $9,019

A-Plus Sheetmetal                Trade                    $8,500

Kagan & Clinton Inc.             Trade                    $4,615


DAN RIVER: Files Supplement to Third Amended Chapter 11 Plan
------------------------------------------------------------
Dan River, Inc., (OTC: DVERQ.PK) filed the Plan Supplement to its
Third Amended and Restated Plan of Reorganization on
Dec. 21, 2004.  Filing of the Plan Supplement is another step
required in order for Dan River to emerge from bankruptcy.

The Plan Supplement addresses various organizational matters,
including the expected identity of the senior management of the
Company following its emergence from bankruptcy.  The executive
officers of reorganized Dan River are expected to be:

      * Barry F. Shea
        President and Chief Executive Officer

      * Daniel A. Hammer
        Executive Vice President
        Home Fashions Sales and Marketing

      * Greg R. Boozer
        Executive Vice President
        Manufacturing

      * Scott D. Batson
        Senior Vice President and Chief Financial Officer

      * Harry L. Goodrich
        Vice President
        Secretary and General Counsel

James E. Martin is also expected to continue after emergence in
his present capacity as President of Apparel Fabrics.  Finally,
Joseph L. Lanier, Jr., currently Chairman of the Board and Chief
Executive Officer, is expected to continue as non-executive
Chairman of the Board, and Mr. Shea is expected to be appointed a
director.

"As [the] announcement indicates, we have passed another milestone
on the way toward a January emergence from bankruptcy," said Mr.
Lanier.  "Upon emergence Dan River will be well positioned both
organizationally and structurally to meet the challenges of global
textile competition.  I look forward to a continued but less
active association with the Company as it successfully meets these
challenges."

Mr. Shea commented, "We have the goal line in sight. With the
significant distraction of bankruptcy behind us, we will be able
to focus with renewed intensity on our number one priority -- the
needs of our home fashions and apparel fabrics customers.  Daniel
Hammer and Jim Martin, and their respective sales organizations,
will be contacting their customers over the coming weeks to
explore in more detail how a reorganized Dan River can provide
them with compelling, value-added products."

As previously announced, a hearing to confirm the Company's Plan
of Reorganization is scheduled for January 4, 2005.  The
confirmation hearing is the final approval required prior to
emergence.  On March 31, 2004, the Company and its domestic
subsidiaries filed petitions in the United States Bankruptcy Court
for the Northern District of Georgia, Newnan Division, for
reorganization pursuant to Chapter 11 of the Bankruptcy Code.

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


DELPHI CORP: S&P Downgrades Corporate Credit Rating to BB+
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Delphi Corp. to 'BB+' from 'BBB-' and its short-term
corporate credit rating to 'B' from 'A-3'.  The ratings were
removed from CreditWatch where they were placed Dec. 2, 2004.  The
outlook is stable.

"The action reflected our view that Delphi's earnings outlook will
remain weak for the next few years because of challenging
conditions in the automotive industry, a heavy dependence on
General Motors Corp. (BBB-/Stable/A-3), which is losing market
share in the U.S., and continued heavy underfunded employee
benefit obligations," said Standard & Poor's credit analyst Martin
King.

Troy, Michigan-based Delphi, the world's largest automotive
supplier, has total debt of about $3.9 billion, including
securitized accounts receivable, capitalized operating leases, and
trust preferred securities, and total underfunded pension and
other postretirement employee benefit -- OPEB -- liabilities that
are likely to exceed $13 billion by year-end 2004.

"We have re-assessed Delphi's business profile and now consider it
to be below average because of the sensitivity of the company's
operating performance to adverse developments at GM and the
inability to generate positive net income despite relatively
healthy overall industry demand," Mr. King said.  "Our business
profile assessment of Delphi could become stronger or weaker as
GM's competitive position improves or deteriorates, but there is
no direct linkage between the ratings of the two companies.  
Instead, the ratings on Delphi incorporate the health and
prospects of GM, in addition to Delphi's own competitive position,
earnings and cash flow generation potential, and balance-sheet
strength."

Challenging business conditions will depress Delphi's earnings
during 2005, when the company expects to report a $200 million
loss (before special charges) compared to a modest $100 million
profit expected for 2004, which is well below Delphi's earlier
expectations.

Lower production volumes, high raw material costs, slower
attrition, and increasing health-care and pension costs will
result in weak operating results at least for the next year.  But
over time, Delphi's restructuring activities are expected to esult
in a more competitive cost structure, while continued profitable
growth in adjacent markets segments, in locations outside the
U.S., and with non-GM customers should offset the negative effects
of a gradual decline in GM revenue.


DEUTSCHE MORTGAGE: Fitch Affirms Two Classes With Low-B Ratings
---------------------------------------------------------------
Fitch Ratings has upgraded two & affirmed four classes of Deutsche
Mortgage Securities residential mortgage-backed certificates:

Deutsche Mortgage Securities, mortgage pass-through certificates,
series 2002-1:

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

The affirmations, representing approximately $94.7 million of
outstanding principal, reflect credit enhancement consistent with
future loss expectations.  The pool factor for the transaction
(current principal balance as a percentage of original) is
currently at 16.30% outstanding.  The pool has experienced losses
of less than 1% of the original balance to date.

The upgrade affects approximately $3.6 million in certificate
principal.  Credit enhancement (provided by subordination) for the
upgraded classes has grown to at least 5 times the original
amount.

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

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


DII/KBR: Court Approves North Star Settlement Agreement
-------------------------------------------------------
At DII Industries, LLC and its debtor-affiliates' request, the
United States Bankruptcy Court for the Western District of
Pennsylvania approved a settlement agreement and mutual release
entered into by DII Industries, Cooper Industries, Inc., and
Federal-Mogul Products, Inc. -- formerly Wagner Electric
Corporation -- with North Star Insurance Corporation.

Michael G. Zanic, Esq., at Kirkpatrick & Lockhart, LLP, in
Pittsburgh, Pennsylvania, tells the Court that the North Star
Settlement Agreement effectuates a full and final settlement of
all disputes among the parties relating to:

   (i) competing claims by DII, Cooper, and Federal-Mogul to
       coverage under North Star insurance policy numbered NSX-
       8963; and

  (ii) an insurance coverage litigation captioned "DII
       Industries, LLC v. Federal-Mogul Products, Inc. et al.,"
       Adversary Proceeding No. 01-09018, pending in the United
       States Bankruptcy Court for the District of Delaware.

The North Star Insurance Policy provided coverage to Studebaker-
Worthington, Inc., and its subsidiaries from January 1, 1971, to
January 1, 1973.

DII alleges that it has rights to access the North Star Insurance
Policy in connection with, among other things, claims for
insurance related to asbestos-related bodily injury claims.  Each
of Cooper and Federal-Mogul also alleges that it has rights to
access the North Star Insurance Policy for similar claims.

A coverage-in-place agreement between DII and North Star dated
March 1, 1999 -- modified by letter dated April 20, 1999, to add
Cooper and Federal-Mogul as parties to the agreement -- governs
the application of the North Star Insurance Policy to certain
asbestos-related bodily injury claims against, inter alia, DII,
Federal-Mogul, and Cooper.

The North Star Settlement Agreement constitutes a full and final
settlement concerning the products limits of liability of the
North Star Insurance Policy.  The Agreement releases and
terminates all rights, obligations, and liabilities, if any, that
North Star may owe to the affiliates of DII, Cooper, or the
Federal Mogul concerning the products limits of liability, in
consideration of certain monetary payments and other matters.

The material terms of the North Star Settlement Agreement are:

   (1) Settlement Payment

       North Star will pay $1,032,211 to DII in addition to other
       payments to certain other entities.

   (2) Releases

       DII, Cooper and Federal-Mogul and their affiliates will
       exchange mutual releases with North Star and its
       affiliates.  DII, Cooper and Federal-Mogul will be deemed
       to release and forever discharge North Star.  North Star
       will also be deemed to release and forever discharge DII,
       Cooper, and Federal-Mogul.  The North Star Affiliates
       further agree not to pursue any claims for subrogation,
       equitable or legal indemnity, contribution or
       reimbursement of the North Star Settlement Amount or any
       part from any third party.

   (3) Indemnification by DII, Cooper and Federal-Mogul

       DII, Cooper and Federal-Mogul will indemnify and hold the
       North Star Affiliates harmless from any claim by any other
       person or entity who asserts that it is insured under the
       terms and conditions of the North Star Insurance Policy
       and alleges that North Star has wrongfully paid indemnity
       or defense costs pursuant to the terms and conditions of
       the North Star CIP Agreement or the North Star Settlement
       Agreement.  DII will cooperate with the North Star
       Affiliates in all manners in the defense of any claim.

   (4) Dismissal of the Coverage Lawsuit

       DII and Federal-Mogul will dismiss, without prejudice,
       their claims against North Star in the Coverage Lawsuit
       and North Star will dismiss, without prejudice, its
       claims, if any, against DII Industries and Federal-Mogul
       in the Coverage Lawsuit.

   (5) Conditions Precedent to Payment of the Settlement Amount

       North Star is obliged to pay the North Star Settlement
       Amount on the satisfaction or waiver of these conditions:

       (a) Entry of a final order approving the Settlement
           Agreement including decretal provisions amending the
           Debtors' plan of reorganization to provide that:

           -- the North Star Settlement Agreement constitutes an
              Asbestos/Silica Insurance Settlement Agreement;

           -- North Star is a Settling Asbestos/Silica Insurance
              Company entitled to the protections of the
              Asbestos/Silica Insurance Company Injunction;

           -- Exhibits 1 and 2 to the Plan are amended to add the
              North Star Insurance Policy and the North Star
              Settlement Agreement; and

           -- the provisions of the North Star Settlement
              Agreement are binding on the Reorganized DII.

       (b) The occurrence of the Effective Date of the Plan.

According to Mr. Zanic, the North Star Settlement Agreement will
avoid the expense and uncertainty associated with continuing
litigation with North Star.  The North Star Settlement Agreement
will also provide for a significant cash payment to the Debtors
that will directly and immediately benefit their Estates.

Finalizing the North Star Settlement Agreement in the most
expeditious manner will result in the immediate distribution of
additional amounts to the Debtors, which will pave the way for the
funding of the Asbestos PI Trust and the Silica PI Trust and
timely distributions to the Asbestos PI Trust Claimants and the
Silica PI Trust Claimants.

Headquartered in Houston, Texas, DII Industries, LLC, is the
direct or indirect parent of BPM Minerals, LLC, Kellogg Brown &
Root, Inc., Mid-Valley, Inc., KBR Technical Services, Inc.,
Kellogg Brown & Root Engineering Corporation, Kellogg Brown & Root
International, Inc., (Delaware), and Kellogg Brown & Root
International, Inc., (Panama).  KBR and its subsidiaries provide a
wide range of services to energy and industrial customers and
government entities in over 100 countries.  DII has no business
operations.  DII and its debtor-affiliates filed a prepackaged
chapter 11 petition on December 16, 2003 (Bankr. W.D. Pa. Case No.
02-12152).  Jeffrey N. Rich, Esq., Michael G. Zanic, Esq., and
Eric T. Moser, Esq., at Kirkpatrick & Lockhart LLP, represent the
Debtors in their restructuring efforts.  On June 30, 2004, the
Debtors listed $6.255 billion in total assets and $5.295 billion
in total liabilities.  (DII & KBR Bankruptcy News, Issue No. 22;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


EARL BRICE: Case Summary & 9 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Earl Brice Equipment, LLC
        8535 Irvington Road
        Omaha, Nebraska 68122

Bankruptcy Case No.: 04-84283

Chapter 11 Petition Date: December 21, 2004

Court: District of Nebraska (Omaha Office)

Debtor's Counsel: Jenna B. Taub, Esq.
                  Robert Craig PC
                  1321 Jones Street
                  Omaha, NE 68102
                  Tel: 402-408-6000

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 9 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
North Omaha Business Development           $250,000
2505 North 24th St.
Omaha, NE 68110

Spence McGruder                            $205,668
622 North 38th St.
Omaha, NE 68131

Billy Liechti                              $150,000
2718 North 154th St.
Omaha, NE 68164

C.J. MGT & Acct. Service                    $72,500

Star Equipment, LLC                         $55,000

Omaha Standard Truck Equipment Co.           $5,572

GMAC Smart Lease                             $5,000

First Colony Life Insurance Co.              $2,075

Prudential                                     $672


EAST CHICAGO: S&P Affirms BB Issuer Credit Rating
-------------------------------------------------
Standard & Poor' Ratings Services affirmed its 'BB' issuer credit
rating on East Chicago, Indiana and removed it from CreditWatch,
where it was placed in May 2004, when there were additional legal
challenges facing Lake County and all of its underlying taxing
entities during the statewide reassessment.  The ability of these
entities to secure short-term tax anticipation borrowing was at
issue.  Since May, the city has been able to secure short-term
loans from local banks and hasn't needed to rely on more
traditional sources, such as the Indiana Bond Bank.  The long-term
outlook on the rating is negative, reflecting potential fiscal
uncertainties and the challenges awaiting the city's new
administration, which will take office in January 2005.

The rating reflects relative economic stability due to the local
gaming industry and opportunities within the metropolitan area
that have limited the impact of difficulties faced by the local
steel industry.

Factors that continue to limit the rating include:

   (1) weak demographics, including below-average income levels
       and high unemployment;

   (2) uncertainty regarding the future status of tax appeals,
       which, if successful, would represent a large additional
       liability for the city; and

   (3) continued uncertainty about the local steel industries.

East Chicago's overall fiscal stability is now much more uncertain
since a new administration will take office in January 2005.  In
November 2004, a court-ordered revote of the 2003 democratic
primary was held and the incumbent mayor was defeated after
holding office for more than 30 years.  The official mayoral
election will be held at the end of December 2004, but it is
certain the democratic candidate will win and take office on
Jan. 3, 2005.  Lake County has completed its reassessment, but
just announced it will not mail 2004 tax bills in December as
planned, forcing the city to issue tax anticipation warrants to
keep cash flowing for operations.  The tax anticipation warrant
borrowings are being done with Bank One and the transition teams
for each administration are handling the borrowings.

The city is expected to publish its Dec. 31, 2003, audit by
January 2005.  The city's already weak revenue performance is
exacerbated by the constant cash flow borrowing, most of which has
been caused by the delayed tax collection caused by the
reassessment.  The delayed collections have also made it more
difficult to gauge a true bottom-line picture of the city's
finances.

For fiscal 2004, $19 million was borrowed, and another $19 million
is expected to be borrowed for 2005.  The stability of gaming
revenues has kept the city afloat.  Over the next several months,
the city's fiscal performance will be monitored as the new
administration establishes itself.


ELECTRO PRIME: Case Summary & 80 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Electro Prime Rossford, Inc.
             4510 Lint Avenue #B
             Toledo, Ohio 43460

Bankruptcy Case No.: 04-70418

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Electro Prime Assembly, Inc.               04-70419
      Electro Prime, Inc.                        04-70420
      Electro Prime Machining Services, Inc.     04-70421

Type of Business: The Debtor provides machine shop services.
                  See http://www.electroprime.com/

Chapter 11 Petition Date: December 13, 2004

Court: Northern District of Ohio (Toledo)

Judge: Mary Ann Whipple

Debtors' Counsel: Thomas J. Schank, Esq.
                  Hunter & Schank Co., L.P.A.
                  One Canton Square
                  1700 Canton Avenue
                  Toledo, OH 43624
                  Tel: 419-255-4300
                  Fax: 419-255-9121

                              Estimated Assets    Estimated Debts
                              ----------------    ---------------
Electro Prime Rossford, Inc.     $0 to $50,000      $1 M to $10 M
Electro Prime Assembly, Inc.     $0 to $50,000  $100,000-$500,000
Electro Prime, Inc.              $0 to $50,000  $100,000-$500,000
Electro Prime Machining          $0 to $50,000   $50,000-$100,000
Services, Inc.

A. Electro Prime Rossford, Inc.'s 20 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Adecco Employment Services    Trade debt              $1,168,622
P.O. Box 371084
Pittsburgh, PA 15250

PPG Industries, Inc.          Trade debt                $457,300
P.O. Box 360175
Pittsburgh, PA 15251

Columbia Gas of Ohio, Inc.    Trade debt                $154,457
200 Civic Center Drive
11th Floor
Columbus, OH 43215

Forklifts of Toledo           Trade debt                 $68,877

Toledo Edison - First Energy  Trade debt                 $66,524

Security Packaging Co., Inc.  Trade debt                 $66,231

Hunger Hydraulics US          Trade debt                 $50,258

TCI Powder Coatings           Trade debt                 $46,602

Fontana Forest Products       Trade debt                 $46,117

OMI Transportation, Inc.      Trade debt                 $36,590

Colonial Surface Solutions    Trade debt                 $36,482

Labor Works of Toledo         Trade debt                 $32,904

Ryder Transporation Services  Trade debt                 $31,049

Henkel Surface Technologies   Trade debt                 $26,009

American Quality Stripping    Trade debt                 $24,598

Carry-All, Inc.               Trade debt                 $17,625

Wilkie Brothers Conveyors,    Trade debt                 $16,236
Inc.

Plymouth Technologies, Inc.   Trade debt                 $14,017

Kolb Welding & Fabricating,   Trade debt                 $12,212
Inc.

Amerigas-Toledo 5678          Trade debt                 $11,759

B. Electro Prime Assembly, Inc.'s 20 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Adecco Employment Services    Trade debt                $101,935
P.O. Box 371084
Pittsburgh, PA 15250

Hunger U.S. Special           Trade debt                 $20,426
Hydraulic Cylinder Corp.
63 Dixie Highway
Rossford, OH 43460

Ohio Michigan Paper Co.       Trade debt                 $15,605
P.O. Box 621
Toledo, OH 43697

Amerigas - Toledo 5678        Trade debt                 $11,075

GSI Lumonics                  Trade debt                  $8,036

FANUC Robotics North America  Trade debt                  $7,530

Nortronic Company             Trade debt                  $5,644

Toledo Abrasive & Supply Co.  Trade debt                  $4,413

Cintas #306                   Trade debt                  $4,218

Dmytryka Jacobs Engineers     Trade debt                  $4,000

Industrial Tool Service Inc.  Trade debt                  $3,412

Meyer, O.E. Co.               Trade debt                  $3,154

Clear Beam, Co.               Trade debt                  $3,028

ZEE Medical Service           Trade debt                  $2,115

Applied Industrial Tech       Trade debt                  $2,100

Roadlink USA Midwest, LLC     Trade debt                  $1,907

Browing-Ferris Industries     Trade debt                  $1,520

Airgas Great Lakes            Trade debt                  $1,491

Brent Industries              Trade debt                  $1,294

Aramark Uniform Services      Trade debt                    $926

C. Electro Prime, Inc.'s 20 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
JFY Toledo Properties, Inc.   Trade debt                $236,666
Attn: Sheri Harper
7407 Angola Road
Holland, OH 43528

Toledo Edison - First Energy  Trade debt                 $50,073
1910 West Market Street
CSC Building 0
Akron, OH 44313

Group Services Inc.           Trade debt                 $49,441
Chamber of Commerce Plan
P.O. Box 92953
Cleveland, OH 44194

First Insurance Funding Corp  Trade debt                 $14,822

Adecco Employment Services    Trade debt                 $11,923

The Guardian Group            Trade debt                  $7,491

Verizon (Cellular) Wireless   Trade debt                  $6,394

Applied Industrial Tech.      Trade debt                  $6,246

William Vaughan Company       Trade debt                  $5,880

AQSR                          Trade debt                  $5,508

Shumaker, Loop & Kendrick     Trade debt                  $5,061

Sunshine Services             Trade debt                  $2,754

ALRO Steel Corp.              Trade debt                  $2,069

Grachek, Inc.                 Trade debt                  $1,894

SBC                           Trade debt                  $1,783

Ohio Michigan Paper Co.       Trade debt                  $1,594

Airgas Great Lakes            Trade debt                  $1,555

Aramark Uniform Services      Trade debt                  $1,359

James M. Wilson               Trade debt                  $1,350

MAC Mall                                                  $1,046

D. Electro Prime Machining's 20 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Precision Laser & Forming,    Trade debt                 $16,208
Inc.
6500 Rd. #5
Leipsic, OH 45856

Walker Tool & Machine         Trade debt                 $14,172
Company
7700 Ponderosa Road
Perrysburg, OH 43551

Maumee Valley Machinery       Trade debt                  $6,535
Corp.
13001 Roachton Road
Perrysburg, OH 43551

ALRO Steel Corp.              Trade debt                  $6,225

Contractors Steel Corp.       Trade debt                  $5,135

Meyer, O.E. Co.               Trade debt                  $3,998

William Vaughan Company       Trade debt                  $2,284

Aramark Uniform               Trade debt                  $1,750

Erie Steel, LTD.              Trade debt                  $1,286

M&R Machining, Inc.           Trade debt                  $1,250

Mazak Corporation             Trade debt                    $992

St. Vincent Medical Center    Trade debt                    $654

Cotton Fabrics Co., Inc.      Trade debt                    $579

Bodyfast                      Trade debt                    $539

Dynamic Metal Treating, Inc.  Trade debt                    $451

Marmon/Keystone Corp.         Trade debt                    $419

Paben-Harlow Tool & Die       Trade debt                    $350

ZEE Medical Service           Trade debt                    $302

Forklifts of Toledo           Trade debt                    $265

Safety-Kleen Systems, Inc.    Trade debt                    $245


FALCON PRODUCTS: Moody's Pares Rating on Sr. Sub. Notes to C
------------------------------------------------------------
Moody's Investors Service downgraded the senior subordinated notes
of Falcon Products, Inc., to C from Ca, and the issuer rating of
Falcon Products, Inc., to C from Caa2, and downgraded the senior
implied rating to Ca from Caa1.  The rating outlook remains
negative.

The rating action reflects Falcon's announcement that it has not
made its December 15, 2004, interest payment on its subordinated
bonds.  The Company is currently not in compliance with one of its
covenants under its senior credit facilities.  Moody's expects
marginal recovery for all creditors and, in particular, for the
holders of the subordinated notes in a potential restructuring of
the company's capital structure.

These ratings are affected:

   * Senior implied rating downgraded to Ca from Caa1;

   * Senior unsecured issuer rating downgraded to C from Caa2;

   * $100 million issue of 11.375% senior subordinated notes due
     2009, downgraded to C from Ca.

Falcon Products and its subsidiaries design, manufacture and
market products for the hospitality and lodging, food service,
office, healthcare and education segments of the commercial
furniture market. Falcon, headquartered in St. Louis, Missouri,
currently operates 8 manufacturing facilities throughout the world
and has approximately 2,100 employees.


FLEXTRONICS: To Report Third Quarter Results on Jan. 25
-------------------------------------------------------
Flextronics (Nasdaq: FLEX) will report third quarter results on
Tuesday, Jan. 25, 2005.

The conference call, hosted by Flextronics' senior management,
will be held at 1:30 p.m. PST to discuss the financial results of
the Company and its future outlook.  This call will be broadcast
via the Internet and may be accessed by logging on to the
Company's Web site at http://www.flextronics.com/ A replay of the  
broadcast will remain available on the Company's Web site after
the call.

                        About the Company

Headquartered in Singapore (Singapore reg no.199002645H),
Flextronics -- http://www.flextronics.com/-- is the leading  
Electronics Manufacturing Services (EMS) provider focused on
delivering innovative design and manufacturing services to
technology companies. With fiscal year 2004 revenues of USD$14.5
billion, Flextronics is a major global operating company that
helps customers design, build, ship, and service electronics
products through a network of facilities in 32 countries and five
continents. This global presence provides customers with complete
design, engineering, and manufacturing resources that are
vertically integrated with component capabilities to optimize
their operations by lowering their costs and reducing their time
to market.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 16, 2004,
Moody's Investors Service assigned a Ba2 rating to Flextronics
International Ltd.'s new $500 million 6.25% senior subordinated
notes, due 2014. At the same time, the company was assigned a
liquidity rating of SGL-1, reflecting Flextronics' significant
on-hand liquidity, unfettered access to the sizeable $1.1 billion
revolver and the expectation for generating moderately positive
free cash flow (pre-Nortel payments) over the next twelve months.

The affirmation of the existing ratings and stable outlook
incorporates the company's fairly conservative capital structure
as well as its sustained ability to produce meaningful sales
growth and slow, steady margin expansion. The ratings further
balance the execution risk presented by the Nortel acquisition and
the company's ability to produce adequate capital returns on each
of the emerging ODM and software initiatives. The ratings outlook
is stable. Net proceeds from the notes offering will be utilized
to repay existing borrowings under the revolving credit facility,
with excess of approximately $145 million set aside in support of
general corporate purposes.


GE CAPITAL: Moody's Puts Ba2 Rating on $18.6M Class D Certificates
------------------------------------------------------------------
Moody's Investors Service assigned ratings of Aaa to Class A and
Class IO certificates, A2 to Class B certificates, Baa2 to Class C
certificates and Ba2 to Class D certificates issued in a business
loan securitization sponsored by General Electric Capital
Corporation -- GECC. This is GECC's fourth term securitization of
business loans.  The complete rating actions are:

   -- Business Loan Pass-Through Certificates, Series 2004-2

      * Class IO Certificates, rated Aaa;
      * $655,745,277 Class A Certificates, rated Aaa;
      * $52,161,556 Class B Certificates, rated A2;
      * $18,629,127 Class C Certificates, rated Baa2;
      * $18,629,127 Class D Certificates, rated Ba2.

The ratings of the class A, B, C and D certificates are based on
the quality of the collateral, which consists of loans secured by
first liens on commercial real estate with an average LTV of
70.3%, subordination protecting the Class A, B and C certificates,
which totals 12%, 5% and 2.5% protection, respectively;
approximately 2.0% excess spread per year available to absorb
losses; a reserve account that will be available for principal and
interest shortfalls and will be funded at the target level of
1.50% of the original principal balance 10 months after closing
and 3.0% of the original pool balance when the original principal
balance is amortized by 50%; and the experience of GECC as
Servicer.  In addition to these factors, the rating of the IO
certificates, which promise a fixed dollar amount per month for
four years after deal closing, is based on the cash flow available
to make payments and the placement of payments to the IO class at
the top of the payment priority, pro-rata with Class A interest.

Approximately 72% of the loan pool was originated by General
Electric Commercial Finance Business Property Corporation -- BPF
-- and 28% from General Electric Capital Corporation, through its
small business finance lending division -- SBF.  BPF provides
middle-market U.S. public and private companies business loans
that are secured by single-tenant or owner-occupied commercial
real estate.  SBF is a provider of small business commercial real
estate loans primarily through the SBA 504 and direct lending
programs.

The loan pool consists of 337 loans with an average principal
balance of $2.2 million and a maximum loan size of $12.0 million.   
The weighted average seasoning of the pool is 4 months, with a
weighted average original term of 173 months.  Approximately 55%
of the loan pool is comprised of balloon loans, with the remainder
fully amortizing.  The average LTV at maturity for the balloon
loans is 56.1%.  Single-tenant properties represent 46% of the
pool by principal balance with the remainder consisting of owner-
occupied loans.

The loan pool is reasonably diversified from industry and
geographic perspectives; loans are spread out over 146 different
SIC Codes with the hotel sector comprising 10.1% of the pool by
principal balance, followed by general government, 5.8%, and
medical offices and clinics, 3.6%. California comprises 20.1% of
the pool by principal balance, followed by Texas, 9.3%, Florida,
8.8%, and Washington, 5.5%.

With $518 billion in assets as of June 30, 2004, GECC (Aaa, P-1)
is the largest finance company in the U.S.

The certificates were sold in privately negotiated transactions
without registration under the Securities Act of 1933.  The
issuance has been designed to permit resale under Rule 144A.


GMAC COMMERCIAL: Fitch Puts Low-B Ratings on Six Mortgage Certs.
----------------------------------------------------------------
GMAC Commercial Mortgage Securities, Inc., series 2004-C3,
commercial mortgage pass-through certificates are rated by Fitch
Ratings:

     -- $15,500,000 class A-1 'AAA';
     -- $351,441,000 class A-1A 'AAA';
     -- $28,700,000 class A-2 'AAA';
     -- $137,900,000 class A-3 'AAA';
     -- $266,000,000 class A-4 'AAA';
     -- $62,731,000 class A-AB 'AAA';
     -- $138,600,000 class A-5 'AAA';
     -- $82,885,000 class A-J 'AAA';
     -- $31,277,000 class B 'AA';
     -- $14,075,000 class C 'AA-';
     -- $20,330,000 class D 'A';
     -- $12,511,000 class E 'A-';
     -- $15,639,000 class F 'BBB+';
     -- $1,251,090,921 class X-1* 'AAA';
     -- $1,211,222,000 class X-2* 'AAA';
     -- $10,947,000 class G 'BBB';
     -- $20,330,000 class H 'BBB-';
     -- $3,128,000 class J 'BB+';
     -- $6,255,000 class K 'BB';
     -- $4,692,000 class L 'BB-';
     -- $4,691,000 class M 'B+';
     -- $3,128,000 class N 'B';
     -- $3,128,000 class O 'B-';
     -- $17,202,921 class P 'NR';
     
* Notional Amount and Interest Only.

Class P is not rated by Fitch Ratings.  Classes A-1, A-2, A-3, A-
4, A-5, A-J, A-1A, A-AB, X-2, B, C, and D are offered publicly,
while classes X-1, E, F, G, H, J, K, L, M, N, and O are privately
placed pursuant to Rule 144A of the Securities Act of 1933.  The
certificates represent beneficial ownership interest in the trust,
primary assets of which are 92 fixed-rate loans having an
aggregate principal balance of approximately $1,251,090,921, as of
the cutoff date.

For a detailed description of Fitch's rating analysis, please see
the Report titled 'GMAC Commercial Mortgage Securities, Inc.,
Series 2004-C3' dated Dec. 1, 2004, and available on the Fitch
Ratings web site at http://www.fitchrating.com


GOLDEN EAGLE: Arranges $1 Million Bank Loan Payoff
--------------------------------------------------
Golden Eagle International Inc. (OTCBB: MYNG) has reached
agreement in principal for the full and final payoff of its
$1 million note to Frost Bank of Houston, prior to its maturity
date of Dec. 29, 2004.

Two trusts, which have been long-term shareholders in Golden
Eagle, have agreed to pay the Frost note off in full.  The company
will then be obligated to these trusts in the future.  The terms
and conditions of the new note with the trusts are:

   -- a one-year term, monthly interest payments at an annual rate
      of 8.5%; and

   -- quarterly principal payments of $250,000 beginning in the
      first quarter of 2005.

In a simultaneous debt negotiation that enhances the company's
balance sheet, Golden Eagle announced that a long-time Golden
Eagle shareholder and lender has agreed to convert her current
note and accrued interest with the company, totaling $1,037,000,
to restricted common stock at $0.045 per share.

This conversion completes a debt elimination process begun by the
company two years ago.  As a result of that process, the net
equity on Golden Eagle's balance sheet has climbed to
$5.2 million.

"We are pleased with the confidence shown in Golden Eagle's future
by these supportive shareholders," stated Terry C. Turner, Golden
Eagle's CEO.  "We have now eliminated substantially all debt in
the company with the exception of the new loan announced today
that we plan to pay off in 2005.  Our company is on a very
positive financial course as we prepare to bring the Buen Futuro
project on-line in Bolivia and direct Golden Eagle toward
sustained profitability.  This financial restructuring through the
elimination of debt and interest significantly improves our
ability to finance our Buen Futuro project."

                        About the Company

Golden Eagle International Inc.-- http://www.geii.com/--  is a  
gold exploration and mining company located in Salt Lake City, and
La Paz and Santa Cruz, Bolivia.  The company is currently focusing
its efforts on developing its mining rights on its Buen Futuro
project within its 136,500 acres (213 square miles) in eastern
Bolivia's Precambrian Shield.  Buen Futuro is projected to produce
5,900 troy ounces of gold and 4.4 million pounds of copper per
month once brought on-line.  The company also owns mining rights
on 49,900 acres (77 square miles) in the Tipuani Gold District
located in western Bolivia, which has produced 32 million ounces
of gold in its known history.  Golden Eagle is a mining company
with a social conscience, having provided many humanitarian
programs at its mine site, including the only hospital, doctor and
nurse in Cangalli, Bolivia, for the past eight years, as well as
having provided for the educational needs of the students of the
area.  

                       Going Concern Doubt

In its Form 10-Q for the quarterly period ended Sept. 30, 2004,
filed with the Securities and Exchange Commission, Golden Eagle
disclosed that its auditors included an explanatory paragraph
indicating a going concern consideration contained in its 2003
audit opinion.  As of Sept. 30, 2004, the Company reported a
working capital deficit and has incurred substantial losses since
its inception.

"Unless we successfully obtain suitable significant additional
financing arrangements or generate significant additional income,
there is substantial doubt about our ability to continue as a
going concern," the Company said in its SEC filing.  "Our plans to
address these matters include private placements of stock in
reliance on exemptions to registration found in Sections 4(2) and
4(6) of the Securities Act of 1933; obtaining short-term loans;
seeking suitable joint venture relationships; and increasing the
production levels at the existing operation and commencing mining
operations at other claims we own or on properties we may
acquire."


GOLDMAN SACHS: Fitch Puts Low-B Ratings on Three Classes
--------------------------------------------------------
Fitch has taken rating actions on Goldman Sachs Mortgage
Participation Securities, mortgage pass-through certificates:

GS Mortgage Participation Securities, mortgage pass-through
certificate, series 1998-1:

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'A+'.

GS Mortgage Participation Securities, mortgage pass-through
certificate, series 1998-2:

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'A+'.

GS Mortgage Participation Securities, mortgage pass-through
certificate, series 1998-3:

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'A+'.

GS Mortgage Participation Securities, mortgage pass-through
certificate, series 1998-4:

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'A+'.

GS Mortgage Participation Securities, mortgage pass-through
certificate, series 1998-5:

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'AA'.

GS Mortgage Participation Securities, mortgage pass-through
certificate, series 1999-1:

     -- Class A affirmed at 'AAA';
     -- Class B-1 upgraded to 'AAA' from 'AA+' ;
     -- Class B-2 upgraded to 'AA' from 'A+';
     -- Class B-3 upgraded to 'A' from 'BBB';
     -- Class B-4 upgraded to 'BBB' from 'BB';
     -- Class B-5 upgraded to 'BB' from 'B'.
     
GS Mortgage Participation Securities, mortgage pass-through
certificate, series 1999-2:

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'A'.
     
GS Mortgage Participation Securities, mortgage pass-through
certificate, series 1999-3:

     -- Class A affirmed at 'AAA';
     -- Class M upgraded to 'A+' from 'A'.
     
GS Mortgage Participation Securities, mortgage pass-through
certificate, series 2000-1:

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'A'.
     
GS Mortgage Participation Securities, mortgage pass-through
certificate, series 2001-1:

     -- Class B-1 affirmed at 'AA';
     -- Class B-2 affirmed at 'A';
     -- Class B-3 affirmed at 'BBB';
     -- Class B-4 affirmed at 'BB';
     -- Class B-5 affirmed at 'B'.
     
GS Mortgage Participation Securities, mortgage pass-through
certificate, series 2001-2:

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'A+'.
     
The affirmations, representing approximately $310.1 million of
outstanding principal, reflect credit enhancement consistent with
future loss expectations.

The upgrades affect approximately $6.5 million in certificate
principal.  Credit enhancement (provided by subordination) for
each of the upgraded classes has grown to more than two times the
original amount.

The pools factors (current principal balance as a percentage of
original) for the transactions range from approximately 19% to 35%
outstanding.

The underlying collateral for these transactions consists of both
FHA and VA reperforming loans.  Historically, realized losses on
these types of securitizations are low, given the FHA and VA
insurance coverage.  Currently, none of the pools in the
transactions are experiencing more than 0.80% realized losses as a
percentage of original balance.

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


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

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

For additional information about the sale, contact:

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

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


HEDSTROM CORP: Auction at Hazelhurst, Ga., Facility on Jan. 20
--------------------------------------------------------------
The Daley-Hodkin Group will auction real estate and personal
property owned by Hedstrom Corporation on January 20, 2005 at 2:00
p.m., Eastern Time, at the company's facility located at 46 S.
Williams St. in Hazelhurst, Georgia.  The Auction is being held
pursuant to a Bankruptcy Court order.  

The personal property includes scores of sewing machines, cutting
room equipment, quilting materials, material handling equipment,
machine shop tools, and office furniture and equipment.  

For additional information about the sale, contact:

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

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


HEDSTROM CORP: Auction at Bedford, Pa., Facility on Feb. 1 & 2
--------------------------------------------------------------
The Daley-Hodkin Group will auction real estate, personal property
and intellectual property owned by Hedstrom Corporation on
February 1 and 2, 2005 starting at 10:00 a.m., Eastern Time, each
day, at the company's facility located at 550 Sunnyside Road in
Bedford, Pennsylvania.  The Auction is being held pursuant to a
Bankruptcy Court order.  

The property to be sold is listed at:

    http://www.daley-hodkin.com/auction_detail.asp?AuctionID=8157

For additional information about the sale, contact:

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

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


HERBALIFE LTD: Completes IPO & Starts NYSE Stock Trading
--------------------------------------------------------
Herbalife Ltd., formerly known as WH Holdings (Cayman Islands)
Ltd. (NYSE:HLF), has closed its previously disclosed initial
public offering and that its common shares have begun trading on
the New York Stock Exchange under the symbol HLF.  

The offering consisted of 14,500,000 common shares, 13,500,000 of
which were sold by Herbalife and 1,000,000 of which were sold by
certain shareholders of Herbalife.  The net proceeds of the
offering to the company totaled approximately $172.6 million.  The
offering was made through an underwriting syndicate led by Merrill
Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley &
Co. Incorporated, who acted as joint book-running managers.  Banc
of America Securities LLC, Credit Suisse First Boston LLC, and
Citigroup Global Markets Inc. acted as co-managers.  Herbalife
granted the underwriters a 30-day option to purchase an additional
2,175,000 shares at $13.02 per share, net of underwriting
discount, to cover over-allotments, if any.  No portion of the
over-allotment option has been exercised to date.

Also, Herbalife has advised The Bank of New York, as trustee of
the indenture governing its 9-1/2% Notes due 2011, that Herbalife
has elected to redeem $110.0 million, or 40%, aggregate principal
amount of its 9-1/2% Notes with the proceeds of its initial public
offering.  Herbalife also requested that the Trustee mail a Notice
of Redemption to each holder of the 9-1/2% Notes.  The 9-1/2%
Notes will be redeemed on February 4, 2005 at a price equal to
109.5% of the principal amount of the 9-1/2% Notes, plus accrued
and unpaid interest to the Redemption Date.

Today Herbalife's indirect subsidiary, Herbalife International,
Inc. executed its previously announced $225.0 million credit
facility with a syndicate of financial institutions, with Morgan
Stanley Senior Funding Inc. and Merrill Lynch, Pierce, Fenner &
Smith Incorporated as joint lead arrangers and joint book-runners.
The credit facility is comprised of a $200 million term loan and a
$25 million revolving credit facility. Herbalife International
retired its previous senior credit facility using approximately
$66.7 million in proceeds from Herbalife's initial public
offering.

Also, Herbalife International consummated its previously announced
tender offer and consent solicitation for any and all of its
outstanding 11-3/4% Series B Senior Subordinated Notes due 2010.  
A total of approximately $159.8 million, or approximately 99.9%,
aggregate principal amount of 11-3/4% Notes were tendered prior to
the expiration date.  Herbalife has accepted and paid for all
11-3/4% Notes tendered pursuant to the Offer.  The proposed
amendments to the indenture governing the 11-3/4% Notes, which
eliminated substantially all of the restrictive covenants and
certain events of default contained in such indenture, became
operative Tuesday.

A copy of the prospectus relating to Herbalife's initial public
offering of common shares may be obtained from:

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

         -- or --

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

A registration statement relating to Herbalife's initial public
offering of common shares has been filed with and declared
effective by the Securities and Exchange Commission.  This press
release is for informational purposes only and is not an offer to
sell or a solicitation of an offer to purchase.

                        About the Company

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

                          *     *     *

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

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


HOLLAND INVESTMENTS: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Holland Investments
        1049 South McCord Road
        Holland, Ohio 43528

Bankruptcy Case No.: 04-70461

Chapter 11 Petition Date: December 15, 2004

Court: Northern District of Ohio (Toledo)

Judge: Mary Ann Whipple

Debtor's Counsel: James M. Perlman, Esq.
                  Philip R. Joelson, Esq.
                  1776 Tremainsville
                  Toledo, OH 43613
                  Tel: 419-478-1776

Total Assets: $1 Million to $10 Million

Total Debts:  $500,000 to $1 Million

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


HOUSING SECURITIES: Fitch Upgrades Class B1 Series 1994-2 Cert.
---------------------------------------------------------------
Fitch Ratings has upgraded two classes and affirmed five classes
from Housing Securities, Inc. mortgage-pass through certificate:

Housing Securities, Inc. mortgage pass-through certificates,
series 1994-2:

     -- Class A1-A3 affirmed at 'AAA';
     -- Class M-1 affirmed at 'AAA';
     -- Class M-2 affirmed at 'AA+';
     -- Class M3 upgraded to 'AA' from 'AA-';
     -- Class B1 upgraded to 'BB+' from 'BB'.

The affirmations, representing approximately $5.30 million of
outstanding principal, reflect credit enhancement consistent with
future loss expectations.  The pool factor for the transaction
(current principal balance as a percentage of original) is
currently at 5.30% outstanding.  The pool has experienced losses
of less than 1% of the original balance to date.

The upgrades affect approximately $0.10 million in certificate
principal.  Credit enhancement (provided by subordination) for the
upgraded classes has grown to at least 1.75 times the original
amount.

The underlying collateral for the series consists of both
traditional and hybrid, fully amortizing 15-year fixed-rate
mortgage loans secured by first liens on one to four-family
residential properties.


IDI CONSTRUCTION: Confirmation Hearing Set for February 10
----------------------------------------------------------
The Honorable Prudence Carter Beatty of the U.S. Bankruptcy for
the Southern District of New York will convene a hearing at
2:30 p.m., on February 10, 2005, to consider the adequacy of the
Disclosure Statement prepared by IDI Construction Company, Inc.,
to explain its Liquidating Plan of Reorganization  filed on
December 15, 2004.

The Plan provides for the appointment of a Liquidating Agent who
will work together with the Debtor's counsel to complete the
collection and liquidation of the Debtor's Assets in accordance
with the terms, conditions and limitations of the Plan.  The
Liquidating Agent will be vested with all the rights, powers and
benefits afforded to a "trustee in bankruptcy" under Sections 704
and 1106 of the Bankruptcy Code.

The Plan groups claims and interest into 4 classes and provides
for these recoveries:

   a) Class 1 unimpaired claims consisting of Allowed Secured
      Claims will receive the proceeds from the sale of the
      Debtor's assets to secure those claims and as agreed upon by
      the Debtor, the Liquidating Agent and the claimants;

   b) Class 2 impaired claims consisting of Priority Claims will
      be paid in full with payments equal to their Pro Rata share
      of the funds in the Priority Distribution Account, into
      which the proceeds of accounts receivable collected in
      excess of $3.4 million and the proceeds of collection of
      Other Assets in excess of $400,000 will be deposited;

   c) Class 3 impaired claims consisting of Unsecured Claims
      including the Trust Fund Claims and Claims for damages
      arising from the rejection of executory contracts will be
      paid in full by the Liquidating Agent of their Pro Rata
      share of:

       (i) the A/R Guaranty plus all the remaining proceeds
           of the accounts receivable after all Priority
           Claims are paid in full,
         
      (ii) the first $400,000 of the proceeds of the Other
           Assets, plus all the remaining proceeds of the Other
           Assets after all Priority Claims are paid in full,

     (iii) the first $3 million of Kohl's interests in the
           proceeds of the sale of Hampton's Home or the first
           $3 million of Kohl's interest in the Matrimonial
           Assets, or a combination of both assets not to exceed
           $3 million,

      (iv) $100,000 that is payable in $50,000 each from
           shareholders Mr. Prince and Mr. Gorecki, to be paid in
           36 equal monthly installments commencing on March 1,
           2005,

       (v) the Future Profits and the Future Compensation, and

      (vi) the Claims Gap Guaranty payments that are equal to the
           Pro Rata amount payable to those claims that will not
           exceed $500,000; and

   d) Class 4 impaired claims consisting of holders of Interests
      will not receive any distribution under the Plan and their
      stocks will be deemed canceled on the Effective Date of the
      Plan.

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

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


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


INTEGRATED ELECTRICAL: Moody's Junks $173M Subordinated Notes
-------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of Integrated
Electrical Services, Inc., and assigned a stable outlook to the
company's debt ratings.  The downgrade reflects the company's
weakened financial performance for 2004 and the expectation that
2005 will include various significant challenges that will
constrain the company's financial and operating performance.  The
downgrade also reflects the challenges that the company is
anticipated to encounter as it seeks to improve its portfolio of
companies.  Additionally, Integrated Electrical has had:

   (1) challenges related to commercial margin improvement;
   (2) difficulty in timely filing its June 2004 financials;
   (3) large goodwill charges; and
   (4) challenges accessing the surety bonding market.

The company also has had various additional negative announcements
that affected its reputation, including the loss of two Chief
Financial Officers.  This concludes the review of Integrated
Electrical's rating action.

Moody's has downgraded these ratings:

   * Senior Implied, downgraded to B2 from B1;

   * Senior Unsecured Issuer Rating, downgraded to B3 from B2;

   * $173 million (remaining balance) of 9.375% senior
     subordinated notes due 2009 (in two series), downgraded to
     Caa1 from B3.

The ratings outlook is stable.

The ratings downgrade reflects:

   (1) Integrated Electrical's low margins,

   (2) the financial and operating drag caused by various weak
       subsidiaries,

   (3) low interest coverage,

   (4) its operating history, and

   (5) uncertainty regarding the company's operating outlook and
       ability to significantly boost its margins over the
       intermediate term.  

The company's EBITDA margins for the year ended Sept. 30, 2004,
was only 2.6% (before goodwill impairment and other one-time
charges) vs. 4.8% for the same period in 2003.  Integrated
Electrical has announced that it has broken its operations into
three segments comprised of its core operations, under review, and
planned divestitures.  Additionally, the company's scale and scope
will decline with the sale of multiple subsidiaries.  Although the
company's relatively large $100 million goodwill write-down
suggests that the subsidiaries being divested are unlikely to be
sold for a substantial loss relative to the current carrying cost,
there is uncertainty as to the net proceeds for these operations.
The company's ratings are also constrained by its limited access
to the surety bonding market and concerns that reduced access will
not only pressure revenues but also cash flow generation and
liquidity.  Integrated Electrical raised $36 million through the
sale of a convertible stock instrument, in December 2004, to
improve its liquidity.  The company's revolver (not rated) has
been reduced to $82 million from $125 million as a result of
recent events.  The company has also had to post portions of its
cash positions due to reduced access to surety bonds.  As of
September 30, the company's cost to complete projects under surety
bonds was approximately $200 million.  Recent year's financial
performance has been difficult as evidenced by its retained
earnings that peaked at $528 million at the end of September 2001
and decreased to $143 million at the end of September 2004.  Of
this $385 million reduction, $383 million was due to goodwill
impairment charges in two separate years.  Total debt for the same
periods was $286 million and $231 million, respectively.

The company's ratings benefit from its core operations that enjoy
higher margins than the consolidated average.  The ratings also
benefit from geographic diversity as the company's services are
offered on a nationwide basis thereby limiting the impact of
regional economic weakness.  The ratings also consider, but do not
necessarily reflect, the uncertainty surrounding the company's CFO
turnover.  Integrated Electrical lost two CFOs in 2004 and has not
yet replaced the last CFO with a permanent hire.  Although high
CFO turnover is normally a concern, the filing of the company's
audited financials reduces Moody's short-term concern on this
subject.  The ratings benefit from Moody's anticipation that the
remaining Integrated Electrical businesses post-divestment will
reflect a portfolio of the stronger companies with higher return
on assets, and higher margins.

The ratings outlook is stable but somewhat tenuous given the
challenges that lie ahead with its divestment strategy, bonding
related issues, and possible volatility in liquidity levels.  The
ratings and or outlook may deteriorate if the company's free cash
flow from its core operations relative to its debt levels does not
improve, if its divestment strategy brings in significantly less
cash than is currently anticipated, or if these divestitures took
longer than anticipated.  The outlook could be affected if its
core and under review operating units were to experience margin
contraction or increased competition.  A return to a debt financed
acquisition strategy would also likely pressure the ratings.

An improvement in the company's outlook and or rating would likely
result from higher free cash flow relative to the company's
anticipated leverage levels, the hiring of a permanent CFO that
lasts more than 12 months, and higher margins.  Success in the
company's planned divestment of non-core assets without higher
than expected write-downs would also be positive.

For fiscal year 2005, earnings before interest and taxes -- EBIT
-- to total assets is estimated to be under 4%, EBITDA less
capital expenditures to interest is estimated to be under 2 times
and its EBIT margin is expected to be in the low single digits.  
Total debt to EBITDA for FYE 2005 is estimated to be over 7 times.
As of September 30, 2004, the company had $45 million in net
property plant and equipment and $98 million in goodwill.

Formed in 1997 and headquartered in Houston, Texas, Integrated
Electrical Services, Inc., is a national provider of electrical
solutions to the commercial and industrial, residential, and
service markets.


INTEGRATED SURGICAL: Faces Liquidity Issues as Losses Continues
---------------------------------------------------------------
Integrated Surgical Systems Inc.'s condensed consolidated
financial statements for the nine-month period ended Sept. 30,
2004, showed a net loss for the nine-month period of $1,045,133
and had an accumulated deficit as of Sept. 30, 2004, of
$68,776,342.

                      Going Concern Doubt

For the year ended December 31, 2003, the Company incurred a net
loss of $3,250,219 and had an accumulated deficit at Dec. 31,
2003, of $67,731,209.  The report of independent auditors on the
Company's December 31, 2003, consolidated financial statements
includes an explanatory paragraph indicating there is substantial
doubt about the Company's ability to continue as a going concern.  

The Company plans to address these issues and enable the Company
to continue operating through September 30, 2005.  This plan
includes:

   * obtaining additional equity or debt financing,
   * increasing product sales in existing markets,
   * increasing sales of system upgrades, and
   * further reductions in operating expenses as necessary.  

Although the Company believes that the plan will be realized,
there is no assurance that these events will occur.  In the event
that the Company is unsuccessful in realizing the benefits of the
plan, it is possible that the Company will cease operations and
seek bankruptcy protection.

                     Liquidity Problems

The Company's cash position is inadequate, and although the
Company has identified potential sources of cash for future
operations, there cannot be any assurance given that the Company
will receive these cash amounts, or that these cash amounts will
be sufficient to assure continuing operations.  At Sept. 30, 2004,
the Company's "quick ratio" (cash and accounts receivable divided
by current liabilities), a conservative liquidity measure designed
to predict the Company's ability to pay bills, was only 5%.  It
has been difficult for the Company to meet obligations, including
payroll, as they come due, and the Company expects this situation
to continue through Sept. 30, 2005.

Integrated Surgical Systems, Inc., designs, manufactures, sells
and services image-directed, computer-controlled robotic software
and hardware products for use in orthopedic and neurosurgical
procedures.


INTEGRATED SURGICAL: Inks $2M Agreement with Fujifilm Medical
-------------------------------------------------------------
Integrated Surgical Systems, Inc., entered into a $2.5 million
agreement with Fujifilm Medical Systems, USA on December 14, 2004.  

Under the agreement Fuji will license the Company's orthopedic
surgical planning technology for its use solely in the Picture
Archiving and Communications Systems -- PACS -- market.  Under the
terms of the license agreement the Company received $0.5 million
in conjunction with the signing of the agreement.  Additional
milestone payments totaling $2.0 million will be paid to the
Company over a two-year period, assuming all the milestones are
met.

                      Going Concern Doubt

For the year ended December 31, 2003, the Company incurred a net
loss of $3,250,219 and had an accumulated deficit at
Dec. 31, 2003, of $67,731,209.  The report of independent auditors
on the Company's December 31, 2003, consolidated financial
statements includes an explanatory paragraph indicating there is
substantial doubt about the Company's ability to continue as a
going concern.  

Integrated Surgical Systems, Inc., designs, manufactures, sells
and services image-directed, computer-controlled robotic software
and hardware products for use in orthopedic and neurosurgical
procedures.


INTELSAT: Moody's Says Liquidity Will Remain Good for 12 Months
---------------------------------------------------------------
Moody's believes that the liquidity of Intelsat, Ltd., will remain
"Good" over the next twelve months.

Intelsat's SGL-2 speculative grade liquidity rating reflects the
company's strong liquidity profile.  Moody's believes that
Intelsat, with approximately $400 million in cash on hand at
Sept. 30, 2004, high operating margins, meaningful annual free
cash flow capacity, and $400 million unused availability under its
committed revolving credit facility, has sufficient liquidity to
meet its near-term operating, investment and financial
obligations.

Moody's, however, expects Intelsat's liquidity to deteriorate in
the intermediate term, as a result of an anticipated higher
interest burden associated with the expected increase in leverage
as a result of the announced Zeus transaction where ownership will
transfer to a consortium of private equity firms.  The higher
interest burden will not only erode free cash flow but will also
require the company to refinancing its revolving credit facility
due to the level of financial covenants in the current facility.

At Sept. 30, 2004, Intelsat faced two near-term bond maturities:

     (i) $200 million 8.375% notes that matured in the 4th quarter
         of 2004; and

    (ii) $200 million 8.125% notes that mature in the 1st quarter
         of 2005.

Intelsat chose to retire the 8.375% notes in October using cash on
hand.  Although Intelsat has sufficient liquidity to retire the
8.125% notes maturing in 2005 as well, Moody's believes that
Intelsat will choose to refinance this debt as part of the Zeus
financing package in order to somewhat preserve the strength of
its current liquidity.  Other than this obligation, Intelsat does
not face any significant maturities until 2008.

Intelsat enjoys high operating and cash flow margins, which allow
it to generate substantial unlevered free cash flow.  Furthermore,
because Intelsat is coming to the end of a significant capital
investment cycle, Moody's expects its capital spending needs to
remain comparatively low over the next several years.  The
flexibility in the timing of the company's investment spending has
historically led to stabile free cash flow generation.  Moody's
believes that Intelsat's ability to generate stable operating cash
flow will remain high, despite the recent disruption on the AI-7
satellite; however, the levels of available free cash flow will be
diminished over the near term as a result of significantly higher
anticipated interest costs associated the Zeus acquisition.
Moody's estimates that Intelsat's annual free cash flow generating
capacity, post Zeus acquisition, will be approximately
$250 million.

To further support its liquidity, Intelsat currently has access to
same day borrowings under a $400 million revolving credit
facility.  The facility was undrawn on Sept. 30, 2004.  Moody's
believes that, based on Intelsat's current performance, the
company can comfortably meet the two financial covenants to draw
down on the facility.  These EBITDA-based covenants include a
total leverage test that steps down to 3.25x from 3.5x on Dec. 31,
2004, and an interest coverage test of 3.5x.  It is unlikely that
Intelsat will meet these covenants, however, on a proforma basis
after the proposed Zeus transaction.  Moody's believes that
Intelsat will need to renegotiate this revolving credit agreement
in order to maintain liquidity back-up for general operations
after the close of the Zeus acquisition.

As an alternate source of liquidity in the event of a liquidity
crisis, the bank credit facility allows Intelsat to securitize up
to $300 million of account receivables.  As of Sept. 30, 2004,
Intelsat's receivable balance was $205 million.

Intelsat, headquartered in Hamilton, Bermuda, owns and operates a
global communication satellite system that provides capacity for
voice, video, networks services, and the Internet in more than 200
countries and territories.  Intelsat's current Ba3 senior implied
rating is currently on review for possible downgrade.
   
                         *     *     *

As reported in the Troubled Company Reporter on Aug. 19, 2004,
Moody's Investors Service downgraded Intelsat, Ltd's senior
unsecured notes to Ba3 from Baa3 and its short term rating to Not
Prime (NP) from P-3 after the company announced a definitive
agreement to merge with Zeus Holdings, Ltd., a subsidiary of a
consortium of private equity firms, for approximately $3 billion,
or $18.75 per share.  At the same time, Moody's has assigned
Intelsat a Ba3 senior implied rating.

Moody's is downgrading these Intelsat ratings:

   -- Senior Unsecured Notes to Ba3 from Baa3;
   -- Unsecured Issuer Rating to Ba3 from Baa3; and
   -- Short term rating to Not Prime from P-3.

Moody's assigned these ratings for Intelsat:

   -- Senior Implied Ba3


INTERMEDICAL HOSPITAL: Wants to Hire Nexsen Pruet as Counsel
------------------------------------------------------------
InterMedical Hospital of South Carolina, Inc., ask the U.S.
Bankruptcy Court for the District of South Carolina for permission
to employ Nexsen Pruet Adams Kleemeier, LLC, as its bankruptcy
counsel.

Nexsen Pruet will:

   a. advise the Debtor with respect to its powers and duties as
      debtor-in-possession in the continued operation of its
      Business and management of its property;

   b. prepare applications, motions, pleadings, objections,
      memoranda, briefs, orders, reports and other legal papers
      as may be necessary or appropriate in this case;

   c. provide legal advice and assistance in the development of
      a plan of reorganization, a disclosure statement, and other
      pleadings and documents relating to the disposition of
      assets and the payment and treatment of claims against the
      bankruptcy estate; and

   d. provide legal advice on various other matters that may
      arise in this case.

Nexsen Pruet's professionals will bill the Debtor at their current
hourly rates:

            Attorney                          Rate
            --------                          ----
            Julio E. Mendoza                  $285
            Laura A. Becker                   $215
            Suzanne Taylor Graham Grigg       $150
            Janette P. Carter                 $95

Armando E. Colombo, President of InterMedical Hospital, discloses
that Intermedical Hospital delivered a $30,839 retainer to Nexsen
Pruet prior to the chapter 11 filing.

To the best of the Debtor's knowledge, Nexsen Pruet is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Columbia, South Carolina, InterMedical Hospital
of South Carolina, Inc. -- http://www.intermedicalhospital.com/--  
operates a hospital.  The Company filed for chapter 11 protection
on December 10, 2004 (Bankr. D. S.C. Case No. 04-14722).  Julio E.
Mendoza, Jr., Esq., at Nexsen Pruet Adams Kleemeier, LLC
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from their creditors, they listed
$3,641,273 in total assets and $8,876,236 in total debts.


JONES MEDIA: Scripps Transaction Prompts Moody's to Lift Ratings
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Jones Media
Networks, Ltd., as a result of the close the Jones Media/Scripps
transaction.  The outlook is stable.  This concludes the review
that began in October 2004.

The upgrade is based on Moody's understanding that all of the
11.75% Senior Secured Notes due 2005 have been repaid with the
$140 million in proceeds from the company's sale of the Great
American Country Network, as required under the bond indenture.   
Further, Moody's will withdraw the ratings of Jones given the
completion of this redemption.

Moody's upgraded these ratings:

   * $100 million 11.75% Senior Secured Notes due 2005 to B3 from
     Caa2

   * Senior implied rating to B3 from Caa2, and

   * Senior unsecured issuer rating to Caa1 from Caa3.

The outlook is now stable.

Jones Media Networks, Ltd., is an independent provider of
programming to radio stations and also leases transponder space
and provides ad representation services to radio programmers.  It
is headquartered in Englewood, Colorado.


KNOWLEDGE LEARNING: S&P Rates Planned $640M Sr. Sec. Debts at BB-
-----------------------------------------------------------------
Standard & Poor's affirmed its 'B+' corporate credit rating on
child-care services provider Knowledge Learning Corp.  At the same
time, Standard & Poor's assigned its 'BB-' senior secured debt
rating to the company's proposed $100 million senior secured
revolving credit facility due in 2010 and to its $540 million
senior secured term loan due in 2012.  Standard & Poor's also
assigned its 'B-' subordinated debt rating to Knowledge Learning's
$251 million senior subordinated notes due in 2015.  The existing
ratings were taken off CreditWatch, where they were placed with
negative implications on Nov. 8, 2004; the outlook is now
negative.

The company is expected to use the proceeds from the term loan and
subordinated notes, in addition to $200 million of new common
equity contributed by Knowledge Learning's principal investors, to
purchase KinderCare Learning Centers, Inc.  KinderCare's ratings
also were affirmed and removed from CreditWatch, where they were
placed with negative implications on April 27, 2004.  Although
KinderCare's rating outlook is negative, the rating may be
withdrawn upon conclusion of the transaction.

"The low, speculative-grade rating reflects the heavy debt burden
assumed by Knowledge Learning and the company's weakened financial
profile," said Standard & Poor's credit analyst Jesse Juliano.

Knowledge Learning will pay $550 million to purchase KinderCare's
existing equity, $405 to repay some of the existing debt at
Knowledge Learning and KinderCare, some $6 million to repay
outstanding preferred stock, and $61 million to pay restructuring
expenses and deal-related fees.  Knowledge Learning will also
assume $318 million of KinderCare debt, including its $295 million
CMBS loan.  Pro forma for the transaction, Knowledge Learning will
have approximately $1.1 billion of total debt outstanding.

Knowledge Learning will triple in size, and despite the company's
track record of successfully integrating acquisitions, a
transaction of this scale will likely present integration
challenges.  The ratings also reflect the company's narrow
operating focus in the child-care services sector and the
difficult operating environment in this field.  These concerns are
only partially offset by the company's strong liquidity for its
ratings category, its leading position in a highly fragmented
industry, and its diversification across 2,038 facilities in 39
states in the U.S.

The negative outlook reflects Standard & Poor's concerns regarding
the heavy debt load, the integration risk, and the difficult
operating environment in child-care services.  Knowledge Learning
will have significant liquidity and will use a more credit-
friendly strategy of managing KinderCare's assets, by using cash
flow generation to reduce debt rather than to expand in the manner
KinderCare had in the past.  However, if the company experiences
unanticipated operating shortfalls, we will lower our ratings on
the company.

While the KinderCare transaction will give Knowledge Learning the
scale to improve its negotiating leverage for employer-sponsored
programs and should help with its marketing effort, there are also
associated risks.  The company will greatly increase its debt
obligations, which will reduce Knowledge Learning's cushion to
absorb operating shortfalls, such as those caused by potential
future enrollment declines.  Also, the company will be tripling
its size, which presents integration risk.  However, given
Knowledge Learning's successful integration of ARAMARK Corp.'s
child-care services division in 2003, Standard & Poor's gains some
comfort in the company's ability to integrate KinderCare.  
Knowledge Learning's management team closed underperforming
ARAMARK centers, focused on generating cash flow from the existing
assets, and was able to meet Standard & Poor's performance
expectations.

San Rafael, California-based Knowledge Learning Corp., a wholly
owned subsidiary of Knowledge Schools, Inc., will be, after the
KinderCare acquisition, the largest provider of child-care
services in the U.S.  The combined company will have 1,909
community centers, 129 employer-sponsored centers, school
partnerships at 661 sites, and a small online education program.  
It will serve more than 200,000 students in 39 states, and will
have annual revenues of more than $1.4 billion.


KRAMONT REALTY: Moody's Reviewing B3 Preferred Stock Rating
-----------------------------------------------------------
Moody's Investors Service placed its B3 preferred stock rating of
Kramont Realty Trust under review for upgrade due to the
announcement on December 19 that Kramont agreed to merge into
Centro Watt America REIT III LLC, an affiliate of Melbourne,
Australia-based Centro Properties Limited (ASX: CNP), a property
trust.  Simultaneously, other affiliates of Centro will be merged
into Kramont.  The transaction is expected to close during the
first quarter of 2005.  During its review, Moody's will review the
pro forma financial and strategic structure of Centro and its US
affiliates, and the disposition of the Kramont preferred stock.  
The review for upgrade reflects Centro's status as a larger, more
diverse and seemingly more financially robust company than
Kramont.  Moody's does not rate Centro.

The transaction has been approved by Kramont's Board, and is
subject to approval of the common and Series B-1 convertible
shareholders.  Centro will pay US$23.50 cash per common share of
Kramont.

Centro is the fourth-largest listed property trust in Australia,
with A$6.4 billion of assets under management.  Centro owns stakes
in 130 shopping centers in Australia.  In 2003, it expanded into
the USA in partnership with Watt Commercial Properties.  The
partnership now owns and manages 17 community centers, mostly in
California.  The acquisition of Kramont will initially be funded
with debt:

     (i) $400 million of existing secured debt being assumed,
    (ii) $300 million new secured and mezzanine debt, and
   (iii) a $500 million Centro direct investment to be funded from
         Australian bank facilities.

Kramont's current Series B-1 preferred stockholders will receive
either a series B-1 preferred share in the new entity (Centro Watt
America REIT III LLC) or US$25, plus accrued and unpaid dividends.
The Series E holders will receive a US $25 liquidation preference,
plus accrued and unpaid dividends, per preferred share.

These ratings were placed under review for upgrade:

   -- Kramont Realty Trust

      * Series B-1 and Series E Preferred Shares at B3;
      * preferred stock shelf at (P)B3;
      * unsecured debt shelf at (P)B1.

Kramont Realty Trust [NYSE: KRT], headquartered in Plymouth
Meeting, Pennsylvania, USA, is a self-administered, self-managed
real estate investment trust specializing in the acquisition,
leasing, development and management of neighborhood and community
shopping centers.  At September 30, 2004, Kramont had assets of
US$858 million and equity of US$274 million.


MISSISSIPPI AUTO RENTAL: List of Largest Unsecured Creditor
-----------------------------------------------------------
Mississippi Auto Rental Service, LLC, released a list of its
Largest Unsecured Creditor:

Entity                                 Claim Amount
------                                 ------------
Capital Auto Rental Service                 Unknown
c/o Billy C. Campbell, Jr., Esq.
Holcomb Dumbar
P.O. Box 190
Southaven, MS 38671

Headquartered in Tupelo, Mississippi, Mississippi Auto Rental
Service, LLC provides auto rental services. The Debtor filed for
chapter 11 protection (Bankr. N.D. Miss. Case No. 04-17899) on
December 10, 2004.  Craig M. Geno, Esq., at Harris & Geno, PLLC,
represents the Company in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets and debts of more than $1 Million.


MOONEY AEROSPACE: Emerges from Bankruptcy Protection
----------------------------------------------------
J. Nelson Happy, President and CEO of Mooney Aerospace Group, Ltd.
(MNYG.pk), reported that the U. S. Bankruptcy Court for the
District of Delaware signed the confirmation order confirming the
company's Plan of Reorganization on December 15, 2004.  Therefore,
the Company's Plan of Reorganization became effective on
December 14, 2004.

As previously announced, as part of the plan existing shareholders
will be issued new shares of Mooney Aerospace Group, Ltd., common
stock based on a reverse split of 3,223 old MASG shares for one
share of new common stock.  According to Mr. Happy: "The Company's
board of directors decided today to not issue fractional shares
but to exchange them for cash, thus simplifying the process of
conversion.  Our existing shareholders should submit their shares
to their stock transfer agent:

               American Stock Transfer and Trust Co.
               59 Maiden Lane, Plaza Level
               New York, N.Y. 10038
               Phone 800-937-5449

by a traceable method such as certified mail or through their
stock broker.  Market makers in the company's stock are now
applying to the NASD to allow the shares to trade after they are
exchanged."

Mr. Happy also announced: "The board of directors has also decided
that all shares that were previously issued by the company should
be free trading after they are exchanged.  However, the plan
imposes two restrictions on the sale of the new stock issued to
all other classes.  As to them, no sale of the stock may occur
until 90 days after the plan's effective date.  Thereafter, no
more than 10% of each shareholder's total holdings can be sold per
month. For exact details, please review the terms of the Amended
Plan of Reorganization which the Company filed with the SEC."

Headquartered in Kerrville, Texas, Mooney Aerospace Group, Ltd.
-- http://www.mooney.com/-- is a general aviation holding company  
that owns Mooney Airplane Co., located in Kerrville, Texas.  The
Company filed for chapter 11 protection on June 10, 2004 (Bankr.
Del. Case No. 04-11733).  Mark A. Frankel, Esq., at Backenroth
Frankel & Krinsky LLP, represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $16,757,000 in total assets and $69,802,000
in total debts.


MORGAN STANLEY: Fitch Puts Low-B Ratings on Six Mortgage Certs.
---------------------------------------------------------------
Fitch Ratings affirms Morgan Stanley Capital I Trust commercial
mortgage pass-through certificates, series 2003-IQ5:

     -- $94.4 million class A-1 at 'AAA';
     -- $120 million class A-2 at 'AAA';
     -- $60 million class A-3 at 'AAA';
     -- $373.7 million class A-4 at 'AAA';
     -- Interest Only (I/O) class X-1 at 'AAA';
     -- I/O class X-2 at 'AAA';
     -- $22.4 million class B at 'AA';
     -- $30.2 million class C at 'A';
     -- $7.8 million class D at 'A-';
     -- $5.8 million class E at 'BBB+';
     -- $6.8 million class F at 'BBB';
     -- $7.8 million class G at 'BBB-';
     -- $5.8 million class H at 'BB+';
     -- $2.9 million class J at 'BB';
     -- $4.9 million class K at 'BB-';
     -- $2.9 million class L at 'B+';
     -- $1.9 million class M at 'B';
     -- $1 million class N at 'B-'.
     
Fitch does not rate the $7.8 million class O.

The affirmations are due to the stable pool performance and
minimal paydown since issuance.  As of the December 2004
distribution date, the pool's aggregate principal balance has
decreased 3% to $756.2 million from $778.8 million at issuance.
There are no delinquent or specially serviced loans.

GMAC Commercial Mortgage Corp. -- GMACCM -- the master servicer
collected year-end 2003 financial operating statements for 90.5%
of the transaction.  The YE 2003 weighted average debt service
coverage ratio -- DSCR -- based on net operating income -- NOI --
was 1.81 times compared to 1.79x at issuance for the same loans.

The six credit assessed loans (33.8% of the pool) remain
investment grade.  Fitch reviewed operating statement analysis
reports and other performance information provided by GMACCM.  The
DSCR for the loans are calculated based on a Fitch adjusted net
cash flow -- NCF -- and a stressed debt service based on the
current loan balance and a hypothetical mortgage constant.

Two Commerce Square (8.3%) is secured by a 40-story class A office
building totaling 953,276 square feet -- sf -- located in
Philadelphia, Pennsylvania.  As of December 2004, the whole loan
had an outstanding principal balance of $125.4 million, of which
two of the four pari-passu notes totaling $62.7 million serve as
collateral for this transaction.  There is an additional $74.3 of
mezzanine debt secured by the equity of the borrower.  As of July
2004 occupancy has remained flat since issuance at 97.4%.  The
DSCR as of YE 2003 increased to 1.76x compared to 1.65x at
issuance.

55 East Monroe (7.7%) is secured by a 50-story office building
totaling 1,602,749 sf located in the East Loop submarket of
Chicago, Illinois.  As of December 2004 the whole loan was $117
million, of which one of the four pari-passu notes totaling $58.5
million serves as collateral for this transaction.  The DSCR as of
YE 2003 has remained flat at 1.83x since issuance.  As of
September 2004 occupancy dropped to 79% compared to 89% in
December 2003 and 92.7% at issuance.  At issuance, the borrower
funded approximately $2.8 million into a lender-controlled account
for future leasing costs.  In addition, the loan has a springing
monthly reserve for leasing and replacement costs.  The property
benefits from the experienced sponsorship and management through
Tishman Speyer/Travelers Real Estate Venture, L.P., Fitch will
continue to monitor the leasing activity at the property.

International Plaza (4.9%) is secured by 583,490 sf of a 1,225,466
sf two-level regional mall located in Tampa, Florida.  The mall is
anchored by Dillard's, Nordstrom, and Neiman Marcus.  None of the
anchor tenants serve as collateral.  As of December 2004, the
whole loan balance was $185.8 million, of which one of the three
pari-passu notes totaling $36.9 million serves as collateral for
this transaction.  As of March 2004, occupancy dropped to 88.4%
compared to 92.4% at issuance.  The DSCR as of YE 2003 was 1.45x
compared to 1.40x at issuance.  Fitch will continue to monitor the
leasing activity at the property.

The remaining three credit assessed loans, Invesco Funds Corporate
Campus (5.2%), 3 Times Square (4.5%) and 200 Berkeley & Stephen L
Brown Buildings (3.3%) have performed at or better than issuance.
The weighted average DSCR for the three remaining loans as of YE
2003 was 2.14x compared to 2.00x at issuance.


NATIONAL COAL: Substantial Net Losses Trigger Going Concern Doubt
-----------------------------------------------------------------
National Coal Corporation experienced relatively flat coal sales
for the three-month period ended September 30, 2004, compared to
the three-month period ended June 30, 2004. For the three months
ended September 30, 2004, it had a total of seven customers, two
of which accounted for approximately 62% of the Company's sales.  
These sales were made pursuant to short term contracts to deliver
each customer 100,000 tons of coal during a one-year period.

Royalty receipts for the nine months ended September 30, 2004,
were the result of recognition of deferred revenue relating to
National Coal's sale in August 2003 for $250,000 of royalty rights
relating to coal mined on the Smoky Mountain portion of the
Company's New River Tract property.  There will not be any more
royalty revenue pursuant to this transaction.

As of September 30, 2004, National Coal had cash and cash
equivalents of approximately $5,809,000.  As of Sept. 30, 2004, it
had negative working capital of approximately $949,000, not
accounting for $1,763,940 of debt discount pursuant to the
beneficial conversion feature of the convertible notes issued in
August 2004, and stockholders' equity of approximately
$13,678,100.  

The Company expects a significant use of cash during the balance
of fiscal 2004 and fiscal 2005 as it continues to expand its coal
mining operations.  The Company anticipates that its current cash
reserves plus cash it expects to generate from operations will be
sufficient to fund its operational expenditures for the next
twelve months.  If the Company acquires additional assets and
mining operations, however, it will require additional equity or
debt financing, the amount and timing of which will depend in
large part on the Company's spending program.  For instance, its
pending acquisition of coal mining rights, leases and permits from
Appalachian Fuels, LLC is expected to require approximately $19
million.  If additional funds are raised through the issuance of
equity securities, the current stockholders may experience
dilution.  Furthermore, there can be no assurance that additional
financing will be available when needed or that if available, such
financing will include terms favorable to the stockholders.  If
the financing is not available when required or is not available
on acceptable terms, National Coal may be unable to take advantage
of business opportunities or respond to competitive pressures, any
of which could have a material adverse effect on its business,
financial condition and results of operations.

                      Going Concern Doubt

From inception to date, the Company has incurred significant
outstanding current obligations and has incurred substantial net
losses.  This factor, among others, raises substantial doubt as to
the Company's ability to continue as a going concern.

                      About National Coal

National Coal Corporation engages in coal production by locating,
assembling, acquiring or leasing, assessing, permitting and
developing coal properties in Eastern Tennessee in the Central
Appalachian coal region.  The Company, after obtaining permits
from the Department of the Interior, mines said properties, or
contracts with independent mine operators, for extraction of the
coal minerals on a negotiated fee basis.  Some contracts may be on
a per ton basis, and some may be on a cost plus basis.  The
variance is usually due to varying extraction conditions and
circumstances.


NEIGHBORCARE: Acquires Belville Pharmacy for An Undisclosed Sum
---------------------------------------------------------------
NeighborCare, Inc. (Nasdaq: NCRX) announced that it has completed
the acquisition of Belville Pharmacy Services, Inc., of San Diego,
California.  Belville is a long-term care pharmacy serving skilled
and residential facilities and hospices in Southern California.

As announced on November 9, 2004, NeighborCare agreed to acquire
Belville which currently generates revenue of approximately $50
million on an annualized basis and serves approximately 17,000
beds.  Financial terms of the transaction were not disclosed.

About NeighborCare, Inc.

NeighborCare, Inc. (Nasdaq: NCRX) is one of the nation's leading
institutional pharmacy providers serving long-term care and
skilled nursing facilities, specialty hospitals, assisted and
independent living communities, and other assorted group settings.
NeighborCare also provides infusion therapy services, home medical
equipment, respiratory therapy services, community-based retail
pharmacies and group purchasing.  In total, NeighborCare's
operations span the nation, providing pharmaceutical services in
32 states and the District of Columbia.

                          *     *     *

As reported in the Troubled Company Reporter on May 26, 2004,
Standard & Poor's Ratings Services placed its ratings on
Omnicare Inc., including the 'BBB-' corporate credit ratings, on
CreditWatch with negative implications after the long-term care
pharmacy provider disclosed an all-cash offer to purchase
competitor NeighborCare Inc.

At the same time, the ratings on NeighborCare, including the 'BB-'
corporate credit rating, were also placed on CreditWatch with
negative implications, as the pro forma combination is likely to
have a markedly weaker financial profile than NeighborCare.  The
purchase price of $1.5 billion includes the assumption or
repayment of a $250 million NeighborCare debt issue.  Estimating
the effect of additional debt and not assuming any cost savings,
total debt to EBITDA is expected to rise to over 4x, while funds
from operations to total debt will fall to less than 15%.

"We expect to meet with Omnicare management to determine what cash
flow benefits can be realized and the ultimate nature of the
financial structure of the combined company before resolving the
CreditWatch listing," said Standard & Poor's credit analyst David
Lugg.


NORTEL NETWORKS: Court Extends Time for Annual Meeting to May 31
----------------------------------------------------------------
Nortel Networks Corporation (NYSE:NT)(TSX:NT) and its principal
operating subsidiary, Nortel Networks Limited, provided a status
update pursuant to the alternative information guidelines of the
Ontario Securities Commission.  These guidelines contemplate that
the Company and NNL will normally provide bi-weekly updates on
their affairs until such time as they are current with their
filing obligations under Canadian securities laws.

The Company and NNL reported that there have been no material
developments in the matters reported in their status updates of
June 2, 2004, June 15, 2004, June 29, 2004, July 13, 2004, July
27, 2004, August 10, 2004, August 19, 2004, September 2, 2004,
September 16, 2004, September 30, 2004, October 14, 2004, October
27, 2004, November 11, 2004, November 24, 2004 and December 8,
2004; the Company's press release "Nortel Networks Announces New
Waiver from Export Development Canada" dated December 10, 2004;
and the Company's press release "Nortel Provides Estimated
Unaudited Results for Q1, Q2 and Q3 2004 and Years 2001, 2002 and
2003" dated December 14, 2004, with the exception of the matters
described below.

                  Annual Shareholders' Meeting

The Company was granted an order by the Ontario Superior Court of
Justice extending the time for calling the Company's 2004 Annual
Shareholders' Meeting to a date no later than May 31, 2005.

The Company had previously obtained an earlier order from the
Court extending the time for calling the Meeting to a date no
later than March 31, 2005 so that the Company's 2003 audited
financial statements could be completed and mailed to shareholders
in time for the Meeting.  The latest extension was obtained, after
discussions with the Staff of the United States Securities and
Exchange Commission, to permit compliance with a specific SEC rule
which would require, in these circumstances, that the Company
provide to shareholders its 2004 audited financial statements
either prior to or concurrently with the mailing of the proxy
materials for the Meeting.  As this would not be possible if the
Meeting were to be held by March 31, 2005 (which would require the
Company to commence the mailing of its proxy materials by no later
than mid February 2005), the Company applied for and was granted
an order by the Court further extending the time for calling the
Meeting to a date no later than May 31, 2005 in order to permit
the Company to comply with this requirement of United States
securities laws.  Despite the need to obtain this further
extension, the Company and its Board of Directors remain committed
to holding the Meeting at the earliest practicable time.

This order does not have any impact on the Company's expectation,
most recently announced in its Dec. 8, 2004 press release and
subject to the limitations therein, as to the commencement of the
filing of its and NNL's audited financial statements for 2003 and
unaudited financial statements for the first and second quarters
of 2004 and related periodic reports on January 10, 2005, and to
follow thereafter, as soon as practicable, with the filing of its
and NNL's unaudited financial statements and related periodic
reports for the third quarter of 2004, and any required amendments
to periodic reports for prior periods.

The Company's and NNL's next bi-weekly status update is expected
to be released during the week of January 3, 2005.

                        About the Company

Nortel is a recognized leader in delivering communications
capabilities that enhance the human experience, ignite and power
global commerce, and secure and protect the world's most critical
information. Serving both service provider and enterprise
customers, Nortel delivers innovative technology solutions
encompassing end-to-end broadband, Voice over IP, multimedia
services and applications, and wireless broadband designed to help
people solve the world's greatest challenges. Nortel does business
in more than 150 countries.  For more information, visit Nortel on
the Web at http://www.nortel.com/

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 10, 2004,
Standard & Poor's Ratings Services placed its B-/Watch Developing
credit rating on Nortel Networks Lease Pass-Through Trust
certificates series 2001-1 on CreditWatch with negative
implications.

The rating on the pass-through trust certificates is dependent
upon the ratings assigned to Nortel Networks Ltd. and ZC Specialty
Insurance Co. This CreditWatch revision follows the Dec. 3, 2004,
withdrawal of the ratings assigned to ZC Specialty Insurance Co.
Previously, the rating had a CreditWatch developing status due to
the CreditWatch developing status on the rating assigned to
Nortel.

The pass-through trust certificates are collateralized by two
notes that are secured by five single-tenant, office/R&D buildings
that are leased to Nortel ('B-'). Nortel guarantees the payment
and performance of all obligations of the tenant under the leases.
The lease payments do not fully amortize the notes. A surety bond
from ZC Specialty Insurance Co. insures the balloon amount.

The notes mature in August 2016, at which time a final principal
payment of $74.7 million is due. If this amount is not repaid,
the indenture trustee can obtain payment from the surety, provided
certain conditions are met.

The notes will remain on CreditWatch while Standard & Poor's
examines the impact of the withdrawal of the ratings on ZC
Specialty Insurance Co.


NORTHWEST ALUMINUM: Confirmation Hearing Set for December 23
------------------------------------------------------------
The Honorable Randall L. Dunn of the U.S. Bankruptcy Court for the
District of Oregon will convene a hearing today, Thursday,
December 23, 2004, at 9:00 a.m., to consider the adequacy of the
Disclosure Statement explaining the Joint Plan of Reorganization
filed by Northwest Aluminum Company and its debtor-affiliates.

The Debtors' filed their Disclosure Statement and Joint Plan of
Reorganization on November 17, 2004.

The Plan provides for the formation of a new Delaware corporation,
referred to as Holdco, where Golden Northwest Aluminum, Inc., will
transfer substantially all of its assets, including its ownership
interests in Northwest Aluminum Company, Northwest Aluminum
Specialties Inc., and Northwest Aluminum Technologies, LLC.

The reorganization will be accomplished by issuing Holdco equity
in exchange for most of the Debtors' prepetition debt, by raising
capital through the sale of certain Holdco promissory notes, and
by raising additional working capital intended primarily for
Aluminum Specialties' use through a new revolving credit facility.

Pursuant to the Plan, Holdco, or a newly formed subsidiary of
Holdco is expected to acquire substantially all of the assets of
Goldendale Aluminum Company, including its Goldendale aluminum
smelter, through enforcement of the First Mortgage Notes, which
will be transferred to Holdco.

The Plan provides for these recoveries:

   a) each First Mortgage Noteholders will receive a pro rata
      share of $10 million in aggregate principal amount of 10%
      Mortgage Notes of Holdco due 2011, which will be guaranteed
      and secured by the Reorganized Subsidiary Debtors on the
      same basis but subordinate to Holdco Notes, and 1,000
      shares of Holdco Common Stock;

   b) holders of Allowed Unsecured Claims will receive in lieu of
      the cash payments owed to them:

        (i) a pro rata distribution of 449,000 shares of Holdco
            Common Stock, or

       (ii) cash payment equal to 10% of the Allowed Unsecured
            Claim for those claims that are equal to or less than
           $25,000 or

      (iii) cash payment equal to 100% of the Allowed Unsecured
            Claim for those claims that are equal to or less than
            $1,000; and

   c) the pre-petition holder of Golden Northwest' common stock,
      Brett Wilcox will not receive any distributions under the
      Plan because the stocks that Mr. Wilcox retains will be
      rendered worthless with the transfer of substantially all of
      Golden Northwest's assets to Holdco.

Full text copies of the Disclosure Statement and Plan are  
available for a fee at:  

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

Headquartered in The Dalles, Oregon, Northwest Aluminum Company, -
-- http://www.nwaluminum.com/-- is a subsidiary of Golden  
Northwest Aluminum, Inc., engaged in the production of aluminum
billet for hot extrusion, hot or cold impact extrusion, and hot or
cold forging stock in most aluminum alloys. The Company and its
debtor-affiliates filed for chapter 11 protection on November 10,
2004 (Bankr. D. Ore. Case No. 04-42061).  Richard C. Josephson,
Esq., at Stoel Rives LLP represents the Debtors' restructuring.
When the Company filed for protection from its creditors, it
listed estimated assets of $10 million to $50 million and
estimated debts of more than $100 million.


NORTHWEST ALUMINUM: Stoel Rives Approved as Bankruptcy Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon gave
Northwest Aluminum Company and its debtor-affiliates permission to
employ Stoel Rives LLP as their general bankruptcy counsel.

Stoel Rives will:

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

   b) attend meetings and negotiate with representatives of
      creditors and other parties in interest;

   c) take all necessary action to protect and preserve the
      Debtors' estates, including:

        (i) prosecution of actions on behalf of the Debtors,

       (ii) the defense of actions commenced against the Debtors,
            and

      (iii) negotiations concerning all litigation involving the
            Debtors and objection to claims filed against the
            Debtors;

   d) prepare on the Debtors' behalf all motions, applications,
      answers, orders, reports, and papers necessary to the
      administration of their estates;

   e) negotiate and prepare on the Debtors' behalf a plan of
      reorganization, disclosure statement, and all related
      agreements and documents to the plan and disclosure
      statement and take any necessary action to obtain their
      confirmation;

   f) represent the Debtors in connection with obtaining
      postpetition financing and advise the Debtors with any
      potential sale of assets;

   g) appear before the Court and any appellate courts to protect
      the interests of the Debtors estates;

   h) consult with the Debtors regarding tax matters; and

   i) perform all other necessary legal services to the Debtors in
      connection with their chapter 11 cases.

Richard C. Josephson, Esq., a Member at Stoel Rives, is the lead
attorney for the Debtors. Mr. Josephson discloses that the Firm
received a $150,000 retainer. Mr. Josephson reports that the
Firm's hourly rates for attorneys and paralegals performing
services to the Debtors range from $165 to $400 per hour.

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

Headquartered in The Dalles, Oregon, Northwest Aluminum Company, -
-- http://www.nwaluminum.com/-- is a subsidiary of Golden  
Northwest Aluminum, Inc., engaged in the production of aluminum
billet for hot extrusion, hot or cold impact extrusion, and hot or
cold forging stock in most aluminum alloys. The Company and its
debtor-affiliates filed for chapter 11 protection on November 10,
2004 (Bankr. D. Ore. Case No. 04-42061).  When the Company filed
for protection from its creditors, it listed estimated assets of
$10 million to $50 million and estimated debts of more than $100
million.


NOVA CHEMICALS: S&P Revises Outlook on BB+ Ratings to Stable
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
petrochemicals producer Nova Chemicals Corp. to stable from
negative.  At the same time, Standard & Poor's affirmed the 'BB+'
long-term corporate credit and senior unsecured debt ratings on
Nova.

"The outlook revision follows an improvement in Nova's operating
performance through 2004, good operating prospects for 2005, and
expectations of stable liquidity and modest debt reduction in the
next year," said Standard & Poor's credit analyst Kenton Freitag.

The ratings on Calgary, Alberta-based Nova reflect the cyclicality
and commodity-like nature of Nova's petrochemical products, its
mixed cost profile, and an improving financial profile.
Importantly, the ratings are supported by management's moderate
financial policies, which have emphasized the maintenance of good
liquidity through all points of the industry cycle.

Nova's primary petrochemical segments are highly cyclical and
operating margins tend to trend in the same direction, thereby
limiting the benefits of diversification because both product
chains consume energy-related raw materials, and demand is linked
to economic activity.

The outlook is stable.  Credit measures should improve in the next
year based on currently favorable and improving market conditions.   
The ratings on Nova's recognize the company's efforts to achieve
sustained improvement in financial performance, including a
material reduction in the company's debt burden, and a prudent
approach to liquidity management that recognizes the cyclical
nature of its businesses.


OAKWOOD HOMES: S&P's Rating on Class B-1 Certificate Tumbles to D
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class B-1 certificates from two Oakwood Homes Corp.-related
transactions.

The lowered ratings reflect the unlikelihood that investors will
receive timely interest and the ultimate repayment of their
original principal investments.  Oakwood Mortgage Investors Inc.'s
series 1997-C and OMI Trust 2002-A each reported an outstanding
liquidation loss interest shortfall for their class B-1
certificates on the November 2004 payment date.  Standard & Poor's
believes that interest shortfalls for these deals will continue to
be prevalent in the future, given the adverse performance trends
displayed by the underlying pools of manufactured housing retail
installment contracts originated by Oakwood Homes Corp., and the
location of subordinate class write-down interest at the bottom of
the transactions' payment priorities (after distributions of
senior principal).

Standard & Poor's will continue to monitor the outstanding ratings
associated with these transactions in anticipation of future
defaults.
   
                        Ratings Lowered
   
                Oakwood Mortgage Investors Inc.
                         Series 1997-C

                               Rating
                    Class   To          From
                    -----   --          ----
                    B-1     D           CC
   
                        OMI Trust 2002-A

                               Rating
                    Class   To          From
                    -----   --          ----  
                    B-1     D           CC


OAKWOOD MORTGAGE: Moody's Junks 12 Certificate Classes
------------------------------------------------------
Moody's Investors Service is downgrading the ratings on certain
senior and mezzanine certificates of Oakwood's manufactured
housing securitizations concluding the review, which began on
November 24, 2004.

Moody's previously downgraded the ratings on certificates of 18
Oakwood securitizations in March 2004.  The rating actions were
triggered by the weaker-than-anticipated performance of Oakwood's
pools and the resulting erosion in credit support.  Since the
prior rating action, performance of Oakwood's pools continued to
deteriorate with repossession and loss severities remaining much
higher than original expectations.  As a result, subordinate
tranches of many securitizations have been written down
completely.


The transactions are currently being serviced by Vanderbilt ABS
Corp. and subserviced by Vanderbilt Mortgage and Finance, Inc.  In
2004, Clayton Homes, Vanderbilt's parent, acquired the assets of
Oakwood.  Vanderbilt continues to originate manufactured housing
paper, providing stability for the servicing platform.  Vanderbilt
has instituted loan extension and assumption programs to mitigate
repossessions and losses.

The complete rating actions are:

   -- Series 1998-C

      * 6.45% Class A, rated Baa1, downgraded to Baa3
      * Adjustable Rate Class A-1, rated Baa1, downgraded to Baa3
      * 6.78%, Class M-1, rated Caa3, downgraded to Ca

   -- Series 1998-D

      * 6.40% Class A, rated Baa3, downgraded to Ba1
      * Adjustable Rate Class A-1, rated Baa3, downgraded to Ba1

   -- Series 1999-A

      * 5.89% Class A-2, rated Baa2, downgraded to Ba1
      * 6.09% Class A-3, rated Baa2, downgraded to Ba1
      * 6.65% Class A-4, rated Baa2, downgraded to Ba1
      * 6.34% Class A-5, rated Baa2, downgraded to Ba1

   -- Series 1999-B

      * 7.18% Class M-1, rated Ca, downgraded to C

   -- Series 2000-C

      * 7.72% Class A-1, rated Ba2, downgraded to B2
      * 8.49% Class M-1, rated Ca, downgraded to C

   -- Series 2000-D

      * 6.74% Class A-2, rated B3, confirmed at B3
      * 6.99% Class A-3, rated B3, downgraded to Caa1
      * 7.40% Class A-4, rated B3, downgrade Caa3

   -- Series 2001-B

      * LIBOR+0.375%, Class A-2, rated Baa2, downgraded to Ba3
      * 6.535%, Class A-3, rated Baa2, downgraded to Ba3
      * 7.21%, Class A-4, rated Baa2, downgraded to Ba3
      * 7.92% Class M-1, rated Ca, downgraded to C

   -- Series 2001-C

      * 6.00% Class A-IO, rated Caa1, downgraded to Caa3
      * 5.16% Class A-1, rated Caa1, downgraded to Ca
      * 5.92% Class A-2, rated Caa1, downgraded to Ca
      * 6.61% Class A-3, rated Caa1, downgraded to Ca
      * 7.41% Class A-4, rated Caa1, downgraded to Ca

   -- Series 2001-D

      * 6.00% Class A-IO, rated Ba2, downgraded to B1
      * 1M LIBOR+0.15% Class A-1, rated Ba2, downgraded to B2
      * 5.26% Class A-2, rated Ba2, downgraded to B2
      * 5.90% Class A-3, rated Ba2, downgraded to B2
      * 6.93% Class A-4, rated Ba2, downgraded to B2
      * 7.38% Class M-1, rated Ca, downgraded to C

   -- Series 2001-E

      * 6.00% Class A-IO, rated Ba3, downgraded to B2
      * 1M LIBOR + 0.30%, Class A-1, downgraded to B3
      * 5.05% Class A-2, rated Ba3, downgraded to B3
      * 5.69% Class A-3, rated Ba3, downgraded to B3
      * 6.81% Class A-4, rated Ba3, downgraded to B3
      * 7.56% Class M-1, rated Ca, downgraded to C

   -- Series 2002-A

      * 1M LIBOR+0.25% Class A-1, rated Ba3, downgraded to B1
      * 5.01% Class A-2, rated Ba3, downgraded to B1
      * 6.03% Class A-3, rated Ba3, downgraded to B1
      * 6.97% Class A-4, rated Ba3, downgraded to B1

   -- Series 2002-B

      * 1M LIBOR+0.23% Class A-1, rated Ba1, downgraded to Ba2
      * 5.19% Class A-2, rated Ba1, downgraded to Ba2
      * 6.06% Class A-3, rated Ba1, downgraded to Ba2
      * 7.09% Class A-4, rated Ba1, downgraded to Ba


OMT INC: Raises $1.4 Million in Private Convertible Debt Offer
--------------------------------------------------------------
OMT Inc. (TSX VENTURE:OMT) announced today that it has raised
approximately $1.4 Million in new investment through a private
placement offering and completed a financial restructuring of OMT.  
Subsequent to this closing, OMT will continue the same offering at
the terms as defined below, which will allow for additional public
investment of up to $400,000 plus up to an additional $400,000 in
matching funds from ENSIS.

OMT has completed the private placement offering (the "Offering")
of $1,000,000 principal amount of 4 year 8% subordinate
convertible redeemable debentures (the "Debentures") to
subscribers resident in the Provinces of Manitoba and British
Columbia.  The Debentures are convertible into common shares of
OMT at a price equal to $0.10 per share for two years, $0.11 in
year three and $0.12 in year four.  The Debentures are subject to
a four month hold period pursuant to applicable securities law and
the policies of the TSX Venture Exchange.

Wellington West Capital Inc., an independent investment dealer
with offices located throughout Canada, acted as the principal
agent on a best efforts basis with respect to the Offering.
Wellington and certain subagents who assisted with the Offering
were paid a commission of 7% of the gross proceeds of the
Offering, which is equal to $70,000.  Wellington and certain of
its subagents also received an aggregate of 100,000 broker
warrants of OMT.  Each broker warrant entitles the holder thereof
to purchase one common share of OMT at a price of $0.10 for a
period of two years from the date of issuance.

Concurrently with the closing of the Offering, OMT completed the
conversion of a loan of $570,116 (including outstanding interest)
from ENSIS Growth Fund Inc. -- EGF -- into a 4 year 8% subordinate
convertible redeemable loan having substantially the same terms as
the Debentures.  OMT also completed the subscription by EGF for an
additional 4 year 8% subordinate convertible redeemable loan in
the amount of $429,884 on substantially the same terms as the
Debentures.

Mark Ahrens-Townsend, Vice President, Investments at ENSIS,
states, "We independently analyzed the market opportunity and
competitive environment in relation to the company.  We believe
that the company is very well-placed in the industry and
positioned for strong and profitable growth."

Concurrently with the foregoing transactions, OMT completed the
redemption of all of its issued and outstanding preferred shares
(the "Preferred Shares") for a total value of $3,702,784.  The
Preferred Shares were held by Renaissance Capital Manitoba
Ventures Fund Limited Partnership, EGF and ENSIS Investment
Limited Partnership -- EILP.  $2,000,000 of the redemption price
of the Preferred Shares, being the stated capital amount of the
Preferred Shares, was satisfied by the issuance of an aggregate of
$2,000,000 principal amount of convertible loans on substantially
the same terms as the Debentures to Renaissance, EGF and EILP.  
The remainder of the redemption price of the Preferred Shares,
being the interest owing on the Preferred Shares, was satisfied by
the issuance of an aggregate of 17,027,840 common shares of OMT to
Renaissance, EGF and EILP at a deemed price of $0.10 per common
share.

"We are pleased with the level of financing that was raised within
just five weeks of issuing this offering, especially during the
holiday season.  We believe this clearly indicates that the market
sees the same sizeable opportunity that we do in the entertainment
broadcast industry.  The expanded support of ENSIS, one of our
strategic investors, also underscores this belief," states Scott
Farr, President and CEO of OMT Inc.  "We plan to launch our
aggressive marketing and sales programs in the first quarter of
2005. With the continuance of this offering, we will also have
sufficient time to discuss further investment from strategic
accredited private investors and companies in the USA and Canada,"
adds Farr.

The terms of the foregoing transactions are still subject to the
final approval of the TSX Venture Exchange.

About OMT

OMT Inc. (TSXV:OMT) is a technology and multi-media content
solution provider to the entertainment and broadcast industry.
Intertain Media, the digital entertainment division, and
iMediaTouch, the radio broadcast solution group, distribute multi-
media content that is heard by millions of people worldwide every
day through television, radio, satellite, cable and Internet
broadcasts. To learn more about the Company, visit its websites at
http://www.omt.net/ http://www.intertainmedia.com/ and  
http://www.imediatouch.com/

                          *     *     *

At June 30, 2004, OMT Inc.'s balance sheet showed a $2,868,206
stockholders' deficit, compared to a $2,591,936 deficit at
December 31, 2003.


ON SEMICONDUCTOR: Moody's Places B3 Rating on $645M Term Loan
-------------------------------------------------------------
Moody's Investors Service affirmed the debt ratings of ON
Semiconductor and its subsidiary, Semiconductor Components
Industries, LLC, and assigned a rating of B3 to the new
$645 million Tranche G term loan.  The rating outlook remains
positive.

Moody's maintains these ratings for ON Semi and its subsidiaries:

   * Senior implied rating of B3;

   * $25 million secured revolving credit facility and
     $320 million Tranche F Term Loan maturing through Nov. 2007,
     both rated B3;

   * First lien secured notes and second lien secured notes rated
     B3 and Caa1, respectively;

   * Senior unsecured issuer rating of Caa1.

The ratings of the Tranche F term loan and the senior secured
notes will be withdrawn once the tender is complete.  The new term
loan will replace the existing term loan and will be used to
finance the tender of the secured public notes.  Moody's has not
rated the $260 million convertible notes due 2024.

The rating outlook remains positive.  The new debt structure has
somewhat reduced ON's balance sheet strength in order to
significantly reduce future interest payments, but Moody's
anticipates that the company will continue to generate positive
cash flow which can be used for debt reduction or to restore the
financial flexibility lost in this transaction.  Lower interest
rates as a result of the refinancing would have caused pro-forma
estimated full year fixed charge coverage to rise to 3.22 from
2.16, and EBITDAR less capex to fixed charges to have been 2.61
versus 1.64, indicating a significant improvement in cash flow
after fixed expenses.  Leverage metrics will be stable at the
close of the transaction, however ON Semi will use about
$70 million of cash balances to pay tender premia and deal fees.
Future changes to leverage metrics will depend on ON Semi's
ability to generate cash flow, and the decisions made about the
use of cash given its increased flexibility to use cash for
alternate purposes.

In general, ratings could rise if ON Semi continues to improve
operating flexibility through a combination of controlled costs
and working capital investment.  Changes to the capital structure,
which reduce fixed expenses and improve or maintain financial
flexibility and liquidity could also drive ratings improvement.  A
reduction in debt to EBITDA below 4.5 times, combined with
continued confidence in the company's operating ability, could
trigger a rating upgrade.

Ratings could stabilize or fall if ON Semi reverses positive
operating cost trends or reduces liquidity to finance capital
needs or operating losses.  Ratings could also stabilize if the
company changes its financial policy and uses cash for
unanticipated purposes.  Under the terms of the Tranche G
facility, ON Semi has met the financial performance and leverage
levels which relax certain covenant levels and restricted payments
terms.  This could allow more cash to flow out of the company for
purposes other than debt reduction, or be used to benefit other
holders besides the senior creditors.

The Tranche G term loan is secured by effectively all assets of ON
Semi, Semiconductor Components, and their most significant
subsidiaries.  Coverage has been reduced, since formerly the
amount of first lien debt has increased by $195 million to take
out the second lien notes which had been rated Caa1.  The bank
facility now represents all of the seniormost debt of the
borrowing group, although it is still effectively subordinated to
liabilities of non-domestic subsidiaries.  Tangible asset coverage
is modest, with approximately $530 million of liquid assets and
$480 million of PP&E covering $645 million of first lien debt.

ON Semiconductor, headquartered in Phoenix, Arizona, is a leading
global manufacturer of power- and data-management semiconductors
and standard semiconductor components.  Revenues are forecast to
be above $1.2 billion for 2004.


PARAMOUNT RESOURCES: Moody's Rates $215M Sr. Unsec. Notes at B3
---------------------------------------------------------------
Moody's affirmed the B3 senior implied and assigned a B3 rating to
the company's new senior unsecured exchange notes offering for
Paramount Resources, Ltd, following the company's announced spin-
off of the majority of its reserves into a yet to be created Unit
Trust.

While the ratings have been affirmed, the outlook remains negative
and the company's ability to retain the ratings will depend on how
soon after the transaction's close that management clearly
declares in what time frame it will monetize the units to reduce
debt to supportable levels.  It is Moody's expectation that the
company will utilize the units to fund future acquisitions or
reduce debt, however, the timing and amounts of are key to the
ratings, especially given the amount of pro forma leverage
(approximately CAD $16.02/boe or US$13.60/boe) against the
company's very short PD reserve life of 4.4 years.

To prevent a downgrade, Paramount must reduce and maintain
leverage to under CAD $10.00/boe (US $8.50/boe) within the next
six months and under CAD $8.00/boe (US $6.80/boe) by year-end 2005
assuming commodity prices remain near current strong level.   
Maintaining the current ratings will also depend on Paramount
demonstrating organic reserve and production growth from the
remaining properties after giving effect to the spin-off.

The negative outlook reflects:

   (1) very high leverage on the estimated 2004 year-end proved
       developed -- PD -- reserves ($16.02/boe) (US$13.60/boe) pro
       forma for the transaction and borrowings to supplement
       Q1'05 capex (the company's seasonal high point for drilling
       spending) expenditures in excess of cash flow;

   (2) a pro forma reserve base that will be approximately 59%
       smaller, and;

   (3) a production base that will be about 45% lower than pre-
       spin-off which significantly increases concentration risk;

   (4) the still high all-sources finding and development costs of
       over CAD $23.00/boe.

A stable outlook would necessitate:

   (1) an acquisition of sufficient scale that is funded with
       either equity, cash flow or proceeds from the Trust unit
       sales that would bring the company's sustainable leverage
       to under CAD $7.00/boe (US$6.00/boe) with visibility to
       reduce further in the near term;

   (2) reserves and production levels are rebuilt to above pre-
       spin-off levels with the potential to drive further debt
       reduction; and

   (3) internally funded reserve replacement.

However, to meet these leverage targets, it appears that Paramount
would need to sell the majority of the trust units at once, and
given the potential market and economic impact on the unit price,
this appears unlikely in the near term.

Paramount's ratings are restrained by:

   (1) the company's very high gross leverage;

   (2) a very short PD reserve life;

   (3) smaller more concentrated reserve and production base post
       the Trust spin-off;

   (4) high full cycle costs that appear unsupportable in lower
       commodity price environments; and

   (5) properties that require longer lead times for growth
       opportunities and are capital intensive without the full
       support of cash flows from already producing properties
       that are going into the new Trust.

The ratings are supported by:

   (1) the net debt position after accounting for the Trust units
       that Paramount is expected to own after the spin-off;

   (2) current outlook for commodity prices that should support
       solid cash flows at least for 2005; and

   (3) the high percentage of operated properties which provides
       some financial flexibility to Paramount.

Paramount's ratings are:

   * Assigned a B3 -- proposed US$215 million senior unsecured
     exchange notes

   * Affirmed at B3 -- Paramount's senior implied rating

   * Affirmed at Caa1 -- Paramount's unsecured issuer rating

The new exchange notes are currently not notched below Paramount's
senior implied rating as the amount of secured debt outstanding
pro forma for the transaction will be less than 20% of the
capitalization.  However, future notching would be reconsidered if
secured borrowings increase to a greater percentage of the capital
structure.

The proposed notes offering will be exchanged for US $215 million
(CAD $255 million) of the company's old notes as Paramount spin-
off about 60% of reserves into a separate Unit Trust.  To execute
this transaction, Paramount will exchange the old notes for the
new ones while also redeeming approximately US $85
(CAD $102 million) of the old notes as part of the equity claw
back redemption under the indentures following the company's
equity issue in November 2004, leaving approximately
US $215 million (CAD $255 million) of new notes.  Then Paramount
will establish the new separate trust as well as a trust
partnership as a subsidiary of Paramount and initially place the
trust assets down there.  Following the redemption and exchange,
the company will spin its East Kaybob, Marten Creek assets, (most
of which were acquired within the last year) which has
approximately 19.8 mboe/d of production and 31.4 mmboe of proved
developed reserves into the new subsidiary.

Contemporaneously with shareholder approval of Paramount's Plan of
Arrangement, the Trust will put in place its own credit
facilities.  The trust assets will be acquired from Paramount for
$150 million cash and 100% of the trust units.  Paramount will
distribute 81% of the trust units to its shareholders through the
Plan of Arrangement, and will be free to dispose of the remaining
19% through subsequent prospectus offerings.  However, the timing
of the unit offerings will depend on market conditions.  While
Moody's understands the market and economic impact of selling too
many of the units too fast, nonetheless, funds from these unit
sales will be the driving force behind Paramount being able to
meet the previously mentioned leverage reduction milestones in
order the maintain the ratings.

The assets that will remain at Paramount will be its Kaybob West,
Grand Prairie, West Liard, the Southern Alberta coalbed methane
properties, as well as acreage in Colville Lake and Oil Sands
leases in NE Alberta.  These properties will have approximately
21 mmboe of proved developed reserves with production of about
16.1 mboe/day.  While the company sees drilling and development
opportunities in these properties, some of these plays which are
unconventional, particularly the Oil Sands properties which are
SAGD properties and the Colville Lake properties which are capital
intensive and will require significant lead times as the
development technology and techniques are still being evaluated.

Pro forma for the transaction, Paramount's liquidity will be
adequate to cover expected capex in excess of cash flow during the
Q1'05 (approximately CAD $39 million), which is typically the high
point in drilling activity due to the weather in Canada.  Upon
close of the transaction, the company will have a borrowing base
credit facility of about CAD $125 to $150 million, with about
$70 million to $90 million available, to fund this bulge in
planned capex, with planned capex and repayment of bank borrowings
estimated in the subsequent quarters.

Paramount Resources is headquartered in Calgary, Alberta, Canada.


PEAK ENTERTAINMENT: $2.1M Equity Deficit Spurs Going Concern Doubt
------------------------------------------------------------------
Peak Entertainment Holdings, Inc., reported that at Sept. 30,
2004, and for the nine months then ended, it has suffered
recurring losses, negative cash flows from operations, negative
working capital, an accumulated deficit of $6,336,922 and a
stockholders' deficiency of $2,143,303.  These factors raise
substantial doubt about the Company's ability to continue as a
going concern.

The Company has developed a business plan to increase revenue by
capitalizing on its integrated media products.  However, the
Company must obtain funds from outside sources in fiscal 2004 and
2005 to provide needed liquidity and successfully implement its
business plan.

During the quarter ended September 30, 2004, $500,000 was raised
from the sale of common stock and common stock purchase warrants.
Presently, the Company has no firm commitments from outside
sources to provide further funds.   These factors raise
substantial doubt about the Company's ability to continue in
existence.

While the Company is optimistic that it can execute its revised
business plan, there can be no assurance that:

   -- increased sales necessary to obtain profitability will
      materialize, and

   -- The Company will be able to raise sufficient cash to fund
      the additional working capital requirements.

Peak Entertainment's revenues have been insufficient to cover its
operating expenses.  Since inception, the Company has been
dependent on loans from the Company's officers and on private
placements of the Company's securities in order to sustain
operations.

Management expects to satisfy liquidity needs on a short-term
basis through private placements of the Company's securities,
including the issuance of debt.  There can be no assurances that
the proceeds from private placements or other capital transactions
will continue to be available, that revenues will increase to meet
cash needs, that a sufficient amount of Company securities can, or
will, be sold, or that any common stock purchase options/warrants
will be exercised to fund Company operating needs.

Management believes that the Company will need operating capital
of approximately $2,000,000 in the next twelve months to maintain
current operations, and operating capital of approximately
$5,500,000 in the next twelve to twenty four months to complete
its planned entertainment projects already in the pre-production
and production stages.

As of September 30, 2004, Peak Entertainment had commitments for
capital and other expenditures aggregating $8,953,569 included in
current and long term liabilities, payable over a maximum 20-year
period.

Peak Entertainment Holdings, Inc., formerly Peak Entertainment,
Ltd., was formed on November 20, 2001, as an integrated media
group focused on children.   Its activities include the production
of television entertainment, character licensing and consumer
products development, including toy and gift manufacturing and
distribution.  Integration enables Peak Entertainment Holdings,
Inc., to take property from concept to consumer, in-house,
controlling and coordinating broadcast, promotions and product
launches (toys, apparel, video games, etc.) to build market
momentum and worldwide brand quality.


PINNACLE ENTERTAINMENT: S&P Lifts Corporate Credit Rating to B+
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Pinnacle
Entertainment Inc., including its corporate credit rating to 'B+'
from 'B'.

The outlook is stable.  Total debt outstanding at Sept. 30, 2004,
was $633 million.  Las Vegas, Nevada-based Pinnacle is a casino
owner and operator.

"The upgrade follows Pinnacle's steadily improved operating
results over the past several quarters and our expectation that
this trend is likely to continue in the near term," said Standard
& Poor's credit analyst Michael Scerbo.  The company's recent
completion of a 4.6 million share secondary stock offering
(approximately $80 million in net proceeds), combined with several
other cash generating transactions over the past few quarters,
have provided significant excess cash balances that will be used
to fund the completion of its ongoing Lake Charles, Louisiana
development project and to help fund the company's two planned
projects in St. Louis.  As a result, consolidated credit measures
over the next few years are expected to remain in line with the
new rating, despite the company's aggressive capital spending
plans.

The stable outlook reflects Standard & Poor's expectation that
Pinnacle's portfolio of gaming assets will continue to generate a
relatively stable cash flow stream, despite the intense
competition and low growth in many of the markets it serves.  The
opening of the company's Lake Charles project in Spring 2005 will
further diversify the company's portfolio of assets and will
likely decrease its dependence upon its Belterra facility.


POLYONE CORPORATION: Fitch Puts Low-B Ratings on Senior Debts
-------------------------------------------------------------
Fitch Ratings has affirmed PolyOne Corporation's credit ratings
and revised the Rating Outlook to Stable from Negative.  PolyOne
is rated by Fitch:

     -- Senior secured credit facility 'BB-';
     -- Senior unsecured debt 'B'.

The Stable Rating Outlook reflects the improving trend in
operating margin; continued debt reduction; and projected strong
vinyls market conditions in 2005.  PolyOne's operating margins
have continued to trend upward in 2004, through the end of the
third quarter.  EBIT margin improved to 3.1% from 0.4% at year-end
2003.  Similarly, EBITDA margin improved to 5.2% from 3% at year-
end 2003.  

Total debt (including accounts receivable program balance) has
also declined to $721.4 million at Sept. 30, 2004, from $855.2 at
the end of 2003, facilitated by asset sales proceeds. Total debt
is expected to decline further in 2004's fourth quarter.
Additionally, Fitch believes the vinyl chain could experience very
favorable supply/demand fundamentals in 2005 due in part to vinyl
chloride monomer supply reductions and continued robust demand.

The ratings, however, continue unchanged given PolyOne's low
operating margins, high debt level, and earnings volatility.  For
the twelve months ended Sept. 30, 2004, EBITDA-to-interest
incurred was 1.4 times and total debt (including A/R program)-to-
EBITDA was 6.6x.

PolyOne, headquartered in Avon Lake, Ohio, is the largest
compounder of plastics and a leading distributor of plastic resins
in North America.  At the end of the third quarter, PolyOne's debt
(including the A/R program balance) totaled $721.4 million.


PORTOLA PACKAGING: Nov. 30 Balance Sheet Upside Down by $47.1M
--------------------------------------------------------------
Portola Packaging, Inc., reported results for its first quarter of
fiscal year 2005, ended November 30, 2004.  Sales were $62.8
million compared to $59.8 million for the same quarter of the
prior year.  Portola had operating income of $1.7 million for the
first quarter of fiscal year 2005, compared to operating income of
$2.1 million for the first quarter of fiscal year 2004.  Foreign
exchange gain for the first quarter of fiscal 2005 totaled $2.0
million as compared to a gain of $1.3 million for the same period
in fiscal 2004.  Portola reported a net loss of $1.6 million for
the first quarter of fiscal year 2005 compared to a net loss of
$1.0 million for the same period of fiscal year 2004.

The increase in net loss of $0.6 million is primarily attributed
to delays in passing resin increases to customers, competitive
pressures in the US and UK markets in fiscal year 2004 that
adversely affected first quarter fiscal year 2005 prices, as well
as higher interest expense.  This was partially offset by
increased sales volume in Canada, lower selling, general,
administrative and research and development costs as well as a
higher gain on foreign exchange.

EBITDA(a)(c) decreased $0.2 million to $7.7 million in the first
quarter of fiscal year 2005 compared to $7.9 million in the first
quarter of fiscal year 2004.  Adjusted EBITDA(b)(c), which
excludes the effect of restructuring charges, (gains) losses on
sale of assets, one-time relocation costs, and warrant interest
(income) expense, decreased to $7.8 million in the first quarter
of fiscal 2005 compared to $8.2 million in the first quarter of
fiscal 2004.

About Portola Packaging, Inc.

Portola Packaging is a leading designer, manufacturer and marketer
of tamper evident plastic closures used in dairy, fruit juice,
bottled water, sports drinks, institutional food products and
other non-carbonated beverage products.  The Company also produces
a wide variety of plastic bottles for use in the dairy, water and
juice industries, including various high density bottles, as well
as five-gallon polycarbonate water bottles.  In addition, the
Company designs, manufactures and markets capping equipment for
use in high speed bottling, filling and packaging production
lines.  The Company is also engaged in the manufacture and sale of
tooling and molds used in the blow molding industry.  For more
information about Portola Packaging, visit the Company's web site
at http://www.portpack.com.

At Nov. 30, 2004, Portola Packaging's balance sheet showed a $47.1
million stockholders' deficit, compared to a $46.4 million deficit
at Nov. 30, 2003.


RAMP CORP: AMEX Accepts Compliance Plan to Continue Listing
-----------------------------------------------------------
The American Stock Exchange has accepted Ramp Corporation's (Amex:
RCO) plan of compliance to continue the listing of Ramp on the
AMEX and granted the Company an extension of time to March 13,
2006, to regain compliance with the continued listing standards,
subject to AMEX's periodic review to ensure the Company's progress
is consistent with the plan.  Ramp Corporation, through its wholly
owned HealthRamp subsidiary, markets the CareGiver and CarePoint
suite of technologies.

"The combination of our recent reverse split, and the exchange of
our debt for equity, were part of decisive actions we are taking
to regain compliance with the AMEX listing standards.  We are
committed to maintaining our AMEX listing, and believe that these
events, in combination with our anticipated business results over
the coming 18 months, will allow us to do so," stated Ramp CEO and
President, Andrew Brown.

The Company submitted its compliance plan to AMEX on October 21,
2004, and provided additional information to the exchange through
December 15, 2004.  The Company will be subject to periodic review
by AMEX staff during the extension period.  Failure to make
progress consistent with the plan or to regain compliance with the
continuing listing standards by the end of the extension period
could result in the commencement of delisting proceedings by the
AMEX.  Alternatively, the AMEX may deem the Company in compliance
if for a period of 2 consecutive quarters prior to March 13, 2006,
the Company is able to demonstrate compliance with the continued
listing standards, or an ability to qualify under an original
listing standard.

Prior to the Company's submission of its compliance plan, on
Sept. 13, 2004, the Company received a written notice from the
AMEX informing the Company that it was not in compliance with
various subsections of Section 1003 of the AMEX Company Guide.  
Specifically, the Company is not in compliance of:

   -- Sections 1003(a)(i) and (ii) of the AMEX rules as a result
      of stockholder's equity of the Company being less than
      $2,000,000 and $4,000,000, and losses from continuing
      operations and/or net losses in two out of three, and three
      out of four, of its most recent fiscal years, respectively.  
      
   -- Section 1003(a)(iv) of the AMEX rules whereby, as a result
      of the Company's substantial sustained losses in relation to
      its overall operations or its existing financial resources,
      or its impaired financial condition, it appeared
      questionable, in the opinion of the AMEX, as to whether the
      Company will be able to continue operations and/or meet its
      obligations as they mature.  

   -- Section 1003(f)(v) of the AMEX rules as a result of the
      Company's common stock selling for a substantial period at a
      low price per share.

The notice from AMEX was not a notice of delisting from the AMEX
or a notice by AMEX to initiate delisting proceedings.

Ramp Corporation -- http://www.Ramp.com/-- through its wholly  
owned HealthRamp subsidiary, markets the CareGiver and CarePoint
suite of technologies.  CareGiver allows long term care facility
staff to easily place orders for drugs, treatments and supplies
from a wireless handheld PDA or desktop web browser.  CarePoint
enables electronic prescribing, lab orders and results, Internet-
based communication, data integration, and transaction processing
over a handheld device or browser, at the point-of-care.  
HealthRamp's products enable communication of value-added
healthcare information among physician offices, pharmacies,
hospitals, pharmacy benefit managers, health management
organizations, pharmaceutical companies and health insurance
companies.

                       Going Concern Doubt

In its Form 10-Q for the quarterly period ended Sept. 30, 2004,
filed with the Securities and Exchange Commission, Ramp
Corporation disclosed that its recurring substantial losses plus a
$11,312,000 working capital deficit at Sept. 30, 2004, raise
substantial doubt about its ability to continue as a going
concern.


RCN CORPORATION: Emerges from Bankruptcy Protection
---------------------------------------------------
RCN Corporation (Nasdaq: RCNIV) consummated its plan of
reorganization and formally emerged from Chapter 11.  The plan,
confirmed on December 8, 2004, by Judge Robert Drain of the
Bankruptcy Court in New York, converted approximately $1.2 billion
in unsecured obligations into 100% of RCN's new equity, and
eliminated approximately $1.8 billion in preferred share
obligations.

RCN's emergence financing was comprised principally of borrowings
under a new senior secured financing facility syndicated by
Deutsche Bank AG Cayman Islands Branch in the amount of
$330 million.  In addition, RCN issued $125 million of convertible
second-lien notes to certain investors and holders of the
company's prepetition bond obligations.  The proceeds from the
Deutsche Bank facility and the convertible second-lien notes were
primarily utilized to pay in full-secured indebtedness held by a
syndicate of lenders led by JPMorgan Chase Bank.

RCN also completed the acquisition of PEPCO's 50% stake in the
StarPower Communications, LLC joint venture, enabling RCN to take
full ownership of the Washington, D.C. market for bundled
telephone, cable television and high-speed Internet services.

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


SAN JOAQUIN: Moody's Withdraws Ba2 Ratings After Notes Redeemed
---------------------------------------------------------------
Moody's Investors Service had withdrawn the ratings of two classes
of combination notes issued by SAN JOAQUIN CDO I, LIMITED.  The
classes affected are:

   1) U.S.$3,750,000 Class 1 Combination Securities, Due 2013, and
   2) U.S.$25,000,000 Class 2 Combination Securities, Due 2013.

According to Moody's, the ratings had been withdrawn due to the
full redemption of the Notes.  The transaction closed in
October 25 of 2001.

Rating Action: Rating Withdrawn

Issuer: SAN JOAQUIN CDO I, LIMITED.

Class Description: U.S.$3,750,000 Class 1 Combination Securities,
                   Due 2013

Prior Rating:      Ba2
Current Rating:    Withdrawn

Class Description: U.S.$25,000,000 Class 2 Combination Securities,
                   Due 2013

Prior Rating:      Ba2
Current Rating:    Withdrawn


SERVICE LINKS: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Service Links International New York, Inc.
        fdba Airport Valet Parking
        fdba Thrifty Rent-a-Car
        175 Buell Road
        Rochester, New York 14624

Bankruptcy Case No.: 04-25395

Chapter 11 Petition Date: December 17, 2004

Court: Western District of New York (Rochester)

Judge: John C. Ninfo II

Debtor's Counsel: Raymond C. Stilwell, Esq.
                  Adair, Kaul et al.
                  300 Linden Oaks, Suite 220
                  Rochester, NY 14625
                  Tel: 585-248-3800

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 18 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Thrifty Rent-a-Car System     Franchise agreement       $480,000
5310 East 31st St.
Tulsa OK 74135

Bank of Castile               Loan for vehicle          $250,000
135 N. Center Road            purchases
Perry NY 14530

M&T Bank                      Monies loaned              $48,000
1 Fountain Plaza
Attn: Robert VanWart
Special Assets 9th fl.
Buffalo NY 14203

Advanta Bank Corp.            Monies loaned               $6,000

Tops Markets LLC                                          $2,539

Verizon Wireless              Phone charges               $2,412

NYS Insurance Fund            Insurance                   $2,280

Rochester Gas & Electric      Utility Bills               $1,600

University of Rochester                                     $695

Upstate Disposal              Services                      $647

Briceland Agency, Inc.        Insurance                     $520

Cintas Corp.                                                $497

Frontier Telephone            Phone charges                 $379

Time Warner Cable                                           $226

ACN Communications Service    Services                      $173
Inc.

Paychex                       Payroll service               $169

Flower City Communications    Services                      $120

MCI                           Phone charges                  $91


SEQUENTIAL ELECTRONIC SYSTEMS: Voluntary Chapter 11 Case Summary
----------------------------------------------------------------
Debtor: Sequential Electronic Systems, Inc.
        249 North Saw Mill River Road
        Elmsford, New York 10523

Bankruptcy Case No.: 04-20729

Type of Business: The Company designs and manufactures electro-
                  optical products.  It is an affiliate of The
                  Finx Group, Inc.

Chapter 11 Petition Date: December 20, 2004

Court: Southern District of New York (White Plains)

Judge: Adlai S. Hardin Jr.

Debtor's Counsel: William J. Reilly, Esq.
                  401 Broadway, Suite 912
                  New York, New York 10013
                  Tel: (212) 683-1570

Total Assets: $32,443

Total Debts:  $3,235,352

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


SCHUFF INT'L: Extends Consent Solicitation Until Dec. 28
--------------------------------------------------------
Schuff International Inc. (AMEX:SHF), a family of companies
providing fully integrated steel construction services, has
further extended the consent solicitation relating to a certain
proposed amendment to the Indenture pursuant to which its 10-1/2%
Senior Notes due 2008 were issued.  Schuff has extended the
expiration date until 5 p.m., New York City time, on Dec. 28,
2004, unless the Consent Solicitation is further extended or
earlier terminated if the requisite consent is obtained before the
expiration date.

The adoption of the proposed amendment is conditioned on delivery
of consents from holders of at least a majority of the principal
amount of the Notes.  The adoption of the Proposed Amendment is
also subject to certain other conditions, which are described in
Schuff's Consent Solicitation dated Dec. 8, 2004.  This
announcement is not an offer to purchase, a solicitation of an
offer to purchase, or a solicitation of consent with respect to
any securities.  The Consent Solicitation is being made solely by
means of a Consent Solicitation Statement dated Dec. 8, 2004.  
Except as otherwise described above, all terms and conditions of
the Consent Solicitation are unchanged.

Guggenheim Capital Markets LLC is serving as Solicitation Agent in
connection with the Consent Solicitation.  Questions regarding the
terms of the Consent Solicitation may be directed to the
Solicitation Agent at 212-381-7500, Attention: Joe Bencivenga.  
Global Bondholder Services Corporation is serving as Tabulation
Agent and Information Agent in connection with the Consent
Solicitation.  Questions regarding the delivery procedures for the
consents and requests for additional copies of the Consent
Solicitation Statement or related documents may be directed to the
Information Agent at 212-430-3774.

                        About the Company

Schuff International Inc. is a family of steel fabrication and
erection companies providing a fully integrated range of steel
construction services, including design engineering, detailing,
joist manufacturing, fabrication and erection, and project
management expertise.  The company has multi-state operations
primarily focused in the U.S. Sunbelt.

                          *     *     *

As reported in the Troubled Company Reporter on June 21, 2004,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Schuff International, Inc.,
to 'CCC' from 'B-'. The outlook is negative.


STELCO INC: Teachers & Sherritt Submit $1.8 Billion Recap Plan
--------------------------------------------------------------
The Island Energy Partnership, a 50/50 joint venture between the
Ontario Teachers' Pension Plan Board and Sherritt International
Corporation, has submitted a comprehensive $1.8 billion
recapitalization plan to Stelco Inc.

IEP first approached Stelco in January, 2004 prior to Stelco
entering creditor protection under the Company Creditors
Arrangement Act.  IEP's initial proposal to modernize and expand
Stelco's coke and utility assets and construct co-generation
assets has now been expanded to encompass a full recapitalization
of Stelco.

The Plan allows Stelco to emerge from CCAA as a competitive North
American steel producer with a strong balance sheet, improved
liquidity, and significant capital committed for investment in
both the Hamilton and Lake Erie core steel manufacturing
operations.  Key elements of the Plan are:

   -- Acquisition of Stelco's non-core utilities assets, including
      its coke batteries, materials handling facilities and
      boilers;

   -- Commitment to expand Lake Erie's coke battery by 500,000
      tonnes and construct new co-generation facilities at Lake
      Erie and Hamilton utilizing off-gases currently being
      flared;

   -- Underwriting of an equity rights issue to existing
      shareholders and subscription for new equity, a portion of
      which will be made available to the Union, employees, and
      creditors;

   -- Fixed and revolving debt facilities will be provided to the
      level necessary to offer Stelco strong liquidity and low
      leverage post-restructuring.

Teachers' and Sherritt believe this Plan offers the best solution
for a rejuvenated Stelco over the long term, a Stelco which will
not have to seek court protection from creditors a second time.
Other advantages are:

   -- IEP's commitment to expand coke production and build
      cogeneration facilities on a variable rate of return basis
      will provide coke and electricity to Stelco at below current
      market prices and on a competitive basis throughout the
      commodity cycle.

   -- Sufficient capital will be available for Stelco to upgrade
      its Lake Erie hot strip mill and to install a new pickle
      line in Hamilton.

   -- The acquisition of utilities assets will incorporate
      sufficient land and access to infrastructure to enable
      construction of larger electricity generation facilities at
      Lake Erie and Hamilton to expand Ontario's electricity
      supply. IEP will commit to sell this additional
      electricity to Stelco at competitive prices.

   -- Teachers' and Sherritt will work with the United
      Steelworkers' Union of America to develop a clearly defined
      plan for Stelco's pension obligations.

   -- Productivity benefits will be equitably shared between
      Stelco and its employees, providing a foundation for
      productive labour-management relationships and contributing
      to competitive steel production.

The Plan builds on Teachers' and Sherritt's commitment to
excellent labour relations and anticipates the active
participation of Stelco Union leadership, the fair treatment of
Stelco's employees and pensioners and the adherence to the USWA's
seven principles for the restructuring of Stelco.

As Teachers' Senior Vice President, Public Equities, Brian Gibson
explained, "This is a "made in Ontario" solution which is
beneficial for all stakeholders, and which will lead to improved
air quality by reducing harmful emissions.  It will also ensure
that Stelco remains competitive in an industry which is vital to
Ontario's economy."

Sherritt Chairman Ian Delaney added, "Sherritt is excited about
the opportunity to invest, through the Island Energy Partnership,
in Stelco's utilities assets.  This strategic investment is
consistent with our view of the long-term value of electricity
generation and builds on our operational expertise in electricity
cogeneration from off-gases.  Our proposal will allow Stelco to
focus on its core business of steelmaking."

The Ontario Teachers' Pension Plan is an independent corporation
responsible for investing the fund's assets and administering the
pensions of Ontario's 155,000 elementary and secondary school
teachers and 97,000 retired teachers.  The plan had net assets of
$79 billion at June 30, 2004, and a long-term rate of return of
11% per year since 1990.  In 2003, $3.2 billion of pension
payments were made to retired teachers by the plan.  Approximately
46% of the plan's assets are invested in equities, 26% invested in
fixed-income securities and the remaining 28% invested in
inflation-sensitive investments.

Sherritt International Corporation is a diversified Canadian
natural resource company that operates in Canada and
internationally.  Sherritt, directly and through its subsidiaries,
has significant interests in thermal coal production; nickel and
cobalt production; oil and gas exploration, development and
production; and electricity generation.  Sherritt has assets of
over $2.4 billion and a cash balance of $516 million as of
September 30, 2004.  During the nine month period ending September
30, 2004, Sherritt generated $241 million in cash flow from
operations.  The Corporation employs more than 4,000, either
directly or through its joint ventures, and has more than 50 years
of experience managing utility assets, including materials
handling, steam, electricity and water treatment.

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


STELCO INC: Releases Proposals of Capital Raising Process
---------------------------------------------------------
Stelco Inc. (TSX:STE) issued an update on the Company's Court-
approved capital raising process.

The Company indicated that a number of prospective financial and
strategic investors have shown, and continue to show, substantial
interest in Stelco's core integrated and non-core businesses.  Two
such prospective bidders made public their expressions of interest
today.

Earlier this afternoon, Algoma Steel Inc. announced its possible
interest in participating in the process.  Later in the afternoon,
the Island Energy Partnership -- IEP, a joint venture between the
Ontario Teachers' Pension Plan Board and Sherritt International
Corporation, announced that it had submitted a $1.8 billion
recapitalization and asset purchase proposal.  This $1.8 billion
proposal includes the purchase of assets and additional capital
investment by IEP in the assets after they have acquired them from
Stelco.

Courtney Pratt, Stelco President and Chief Executive Officer,
said, "We're delighted with the expressions of interest announced
today and previously as part of our Court-approved capital raising
process.  Our goal has been a vigorous and competitive process
that benefits all of our stakeholders.  The expressions of
interest we've received suggest that our goal is being achieved."

Hap Stephen, Stelco Chief Restructuring Officer, said, "We're
pleased to note the Algoma and Island Energy Partnership's
announcements of this afternoon.  Each proposal will be subject to
due diligence and negotiation before any binding offers are
requested under Phase II of the process approved by the Court on
November 29, 2004.  The next stage for Algoma will be to provide
to us some details of what it has in mind.  Island Energy's
proposal does include some details including a list of proposed
benefits with dollar values associated with each element.  At this
stage, it is hard to predict how those values will change as due
diligence takes place."

The Company noted that the Island Energy Partnership expression of
interest is complex and will require thorough review.  This
expression of interest encompasses a refinancing including equity
rights, the acquisition by IEP of Stelco's selected coke and
utility assets, and the provision of funds for future capital
projects related to those particular assets acquired by Island
Energy.

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


TERRA INDUSTRIES: Completes Sale of 25 Mil. Shares of Common Stock
------------------------------------------------------------------
Terra Industries Inc. (NYSE:TRA) announced that Anglo American plc
(NASDAQ:AAUK), through a wholly-owned subsidiary, has completed
the sale of its remaining 25,060,725 shares of Terra common stock
in a private placement to a group of investors at a price of $7.50
per share.  Lazard LLC acted as the sole placement agent.

"This transaction will increase and diversify Terra's shareholder
base, affording more investors the opportunity to participate in
the upside potential and future growth of Terra," said Michael L.
Bennett, Terra's President and Chief Executive Officer. "Our
planned acquisition of Mississippi Chemical expands Terra's
product sourcing and distribution capabilities and strengthens our
industrial nitrogen market position.  We remain confident that
this transaction will enhance Terra's earnings power throughout
the nitrogen market cycle and deliver significant value to our
shareholders."

The investors that purchased the shares from Anglo American have
agreed not to sell them publicly until February 15, 2005.  Terra
has agreed not to offer or sell any new shares, except under
existing commitments, until March 15, 2005.

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

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

                          *     *     *

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


TERRA INDUSTRIES: Settles Valuation Dispute with Revenue Canada
---------------------------------------------------------------
Terra Industries Inc. (NYSE: TRA) today that it has reached a
settlement on an outstanding valuation issue with Revenue Canada.
Under terms of the settlement, Terra will realize a refund of $10
million which, together with a reduction in reserves, will
increase Terra's 2004 fourth quarter income by approximately $25
million.

In 1996, after receiving a favorable ruling from Revenue Canada,
Terra refreshed its tax basis in plant and equipment at its
Canadian subsidiary by entering into a transaction with a Canadian
subsidiary of Anglo American plc, resulting in a deferred tax
asset for Terra.  In 2000, Revenue Canada challenged the refreshed
amount of this tax basis, and Terra established a reserve against
the previously recorded tax asset.  Terra contested Revenue
Canada's 2000 decision and reached this final settlement.

Terra Industries Inc., with 2003 revenues of $1.4 billion, is a
leading international producer of nitrogen products and methanol.

                          *     *     *

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


TEXAS INDUSTRIES: Moody's Revises Ratings Outlook to Developing
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Texas
Industries, Inc., and changed the rating outlook to developing
from stable.  The change in outlook is prompted by TXI's
announcement that it plans to spin-off its steel business.  The
transaction is intended to be in the form of a tax-free stock
dividend to TXI shareholders and is not anticipated to be
concluded until the summer of 2005.  There remains a number of
details yet to be determined, such as capital structure and
financing, as well as a number of conditions to be met.  Moody's
will continue to monitor progress in these areas and the capital
structure and level of debt remaining at TXI post spin will be key
factors looked at in assessing the ratings.

TXI operates in two core business segments: cement, aggregates and
concrete operations -- CAC -- and steel, principally structural
steel, where the company ranks number two in North America.  

The CAC business enjoys efficient operations, a substantial
reserve base, and has continued to perform well in recent years,
while the structural steel business has demonstrated its
sensitivity to volatile industry conditions and weakness in the
commercial construction markets in particular.  Reflecting current
demand strength and pricing improvement in both of its core
operating segments, TXI reported operating profit of
$118.7 million on revenues of $943 million for the six months to
November 30, 2004.  For the comparable period in its fiscal 2004
year, operating profit was $8 million. Operating profit at CAC
remained relatively flat YoY, impacted by unusually wet weather in
the company's Texas markets.  Generally improving markets and
better pricing contributed to the steel segment returning to
profitability, reporting operating profit of $101 million compared
with a $16 million loss for the comparable fiscal 2004 period.

Ratings affirmed are:

   -- Texas Industries, Inc.:

      * B1 rated 10.25% guaranteed notes due 2011,
      * B1 senior implied rating,
      * B2 issuer rating,
      * (P)B1 senior secured shelf,
      * (P)B3 subordinated shelf,
      * (P)Caa1 preferred stock shelf

   -- TXI Capital Trust 1:

      * B3 preferred stock rating,
      * (P)B3 preferred stock shelf registration

Headquartered in Dallas, Texas, TXI had revenues of $1.7 billion
in its fiscal year ended May 31, 2004.


THISTLE MINING: To Restructure Balance Sheet Under CCAA
-------------------------------------------------------
Thistle Mining Inc. (TSX: THT and AIM: TMG) intends to undertake a
restructuring of its debt and equity in accordance with a
restructuring and lock-up agreement signed Dec. 20, 2004, among
Thistle, Meridian Capital Limited and Meridian's affiliate,
Thistle Holdings Limited.

The proposed restructuring will result, upon implementation, in
the following percentages of all the issued shares of Thistle
being held as follows:

   -- 70% Meridian Capital Limited;

   -- 25% Holders of secured and certain unsecured convertible
      loan notes; and

   -- 5% Affected unsecured creditors and existing shareholders
      of Thistle Mining Inc.

The existing equity issued by Thistle will be cancelled.  The 5%
of new equity to be issued by Thistle to its affected unsecured
creditors and its existing shareholders upon implementation will
be allocated between them in a manner to be determined by Meridian
Capital Limited.  The percentage of shares to be received by the
existing shareholders will depend on the amount of claims by
Thistle's affected unsecured creditors.

Upon implementation, Thistle will be indebted to Meridian in the
principal amount of US$ 20 million (and in the additional
principal amounts loaned by Meridian to any subsidiary of Thistle
after Dec. 16, 2004 and before the date of the initial CCAA
Order).  Such amount will include the principal amount of Cdn
$3,930,000 loaned by Meridian to a subsidiary of Thistle on
Dec. 20, 2004.

Holders of a significant principal amount of Thistle's secured
convertible loan notes are in support of the plan.

Thistle is confident that the proposed plan will enable the
Company to restructure in a manner which will be beneficial to
Thistle and its creditors.


TORCH OFFSHORE: Names David Phelps as Chief Restructuring Advisor
-----------------------------------------------------------------
Torch Offshore, Inc. (NASDAQ: TORC) announced that its Board of
Directors has appointed David Phelps of Bridge Associates LLC, a
nationally known turnaround and crisis management consulting firm,
as Chief Restructuring Advisor of the Company.  The Company
engaged a Chief Restructuring Advisor as part of its previously
announced strategy to overcome its current liquidity situation.

As Chief Restructuring Advisor, Mr. Phelps' tasks will include:

     * working with the Company's senior management to monitor and
       improve the Company's liquidity;

     * reviewing and assisting in the negotiation of all material
       contracts;

     * reviewing the financial aspects of all operations and
       working directly with the Company's other advisors to
       review and negotiate any proposed financial transactions.  

Lyle G. Stockstill, the Company's Chairman and Chief Executive
Officer, will continue to be responsible for the daily operational
activities of the Company.

Established in 1978, Torch Offshore, Inc., is involved in offshore
pipeline installation and subsea construction for the oil and
natural gas industry.  Torch Offshore, Inc., is expanding beyond
its established shallow water niche market in order to serve the
industry's worldwide growing needs in the deep waters.

                          *     *     *

                       Going Concern Doubt

In its Form 10-Q for the quarterly period ended Sept. 30, 2004,
filed with the Securities and Exchange Commission, Torch
Offshore's financial statements reflect a net loss of
$14.7 million for the first nine months of 2004 and a working
capital deficit of $116.0 million as of September 30, 2004, which
includes all of the Company's debt ($113.5 million) classified as
current and in default as of September 30, 2004.  These factors
raise substantial doubt about the Company's ability to continue as
a going concern.

Also, the Company generated a net loss of $9.2 million for the
year ended December 31, 2003, $6.8 million of which was realized
in the fourth quarter of 2003.  The Company faces significant
liquidity and working capital challenges, in addition to costs of
expanding the Company's operations into the deepwater market, and
will need to cure its current debt defaults and raise additional
capital to continue to meet its debt obligations, conduct its
operations as currently contemplated and continue as a going
concern.


TRUMP HOTELS: IRS Wants May 20 as Government Bar Date
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey set
February 18, 2005, as the Bar Date for governmental units.  The
Bar Date Order specifically provided that all governmental units
could object to the Bar Date as not being in compliance with
Section 502(b)(9) of the Bankruptcy Code.

Pursuant to Section 502(b)(9), the United States Internal Revenue
Service asks the Court to:

    (a) vacate the Bar Date Order as it pertains to its timely
        filing of federal tax claims; and

    (b) fix the bar date for filing the IRS federal tax claims on
        May 20, 2005.

The IRS is a potential prepetition creditor in the Debtors'
cases.  According to United States Trial Attorney Gregory S.
Hrebiniak, the IRS has commenced an audit of the tax liabilities
of certain of the Debtors.  The IRS audit has been scheduled and
will not be concluded until well after February 18, 2005.

Mr. Hrebiniak relates that the IRS is not one of the creditors
that have been contacted by the Debtors' counsel in an attempt to
submit the Debtors' pre-packaged reorganization to the Court.
The IRS has not consented to the fixing of the bar date prior to
that allowed by law, and instead, objects to the established Bar
Date.

The IRS's request and objection is without prejudice to the U.S.
Government's seeking an extension of the statutory bar date for
good cause shown.

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


UNIONE ITALIANA: Section 304 Petition Summary
---------------------------------------------
Petitioner: Board of Directors
            Unione Italiana (UK) Reinsurance Company Limited
            Cavell Insurance Company Limited

Debtor: Unione Italiana (UK) Reinsurance Company Limited, and
        Cavell Insurance Company Limited
        P.O Box 62
        Rose Lane Business Centre
        Rose Lane, Norwich, Norfolk, NR1 JY
        United Kingdom, NY

Case No.: 04-17989 & 04-17990

Type of Business:  Unione Italiana traded as a motor insurer
                   and Cavell traded as a marine and aviation
                   insurer.  The Companies have been in run-off
                   since 1995 & 1993, respectively.

Section 304 Petition Date: December 21, 2004

Court: Southern District of New York (Manhattan)

Judge: Cornelius Blackshear

Petitioner's Counsel: Howard Seife, Esq.
                      Francisco Vazquez, Esq.
                      Chadbourne & Parke LLP
                      30 Rockefeller Plaza
                      New York, New York 10112
                      Tel: (212) 408-5361
                      Fax: (212) 541-5369


Audited Financial Condition as of December 31, 2003:

   A.  Unione Italiana (UK) Reinsurance Company Limited

            Total Assets: GBP125,588,000

            Total Debts:  GBP102,688,000

   B.  Cavell Insurance Company Limited

            Total Assets: GBP143,691,000

            Total Debts:   GBP84,496,000


USURF AMERICA: $12.4 Million Net Loss Triggers Going Concern Doubt
------------------------------------------------------------------
USURF American, Inc., reported that for the nine months ended
September 30, 2004 and 2003,it incurred a net loss of $12,448,539
and $1,990,795, respectively.  As of September 30, 2004, USURF had
an accumulated deficit of $56,310,384.  These factors raise
substantial doubt about the Company's ability to continue as a
going concern.  The Company is actively seeking customers for its
services.  The Company's financial statements do not include any
adjustments relating to the recoverability and classification of
recorded assets, or the amounts and classification of liabilities
that might be necessary in the event the Company cannot continue
in existence.

At September 30, 2004, USURF had a net working capital deficit of
$1,711,155, compared to a net working capital deficit of $757,040
at December 31 2003.  A net working capital deficit means that
current liabilities exceeded current assets.  Current assets are
generally assets that can be converted into cash within one year
and can be used to pay current liabilities.

Currently, management believes the Company has sufficient cash
from the sale of securities and commitments from Atlas Capital
financing transactions to continue current business operations
through December 31, 2004.  During the nine months ended
Sept. 30, 2004, USURF received approximately $1,600,000 from the
sale of securities, $543,000 in debt from Evergreen that was
converted to securities and $4,420,000 in debt from the Atlas
Capital financing transaction.  At September 30, 2004, the Company
had cash on hand of $260,795.

Subsequent to September 30, 2004, the Company executed a
Subscription Agreement whereby the Company agreed to issue and
sell to the Purchasers, 10,000 shares of Series A Convertible
Preferred Stock at $100.00 per share, for a total consideration of
$1,000,000.  In connection with the purchase and sale of the
Series A Stock, the Purchasers will receive Warrants to purchase
up to an aggregate of 7,000,000 shares of the Company's common
stock, at an exercise price of $0.075 per share subject to certain
adjustment.

Management anticipates that the Company's capital needs will be
met through financing transactions arranged by Atlas Capital.  
USURF will also seek other sources of financing to fund
operations, although it may not be successful in its efforts.  The
Company may not be able to secure adequate capital as it is
needed.  Without additional capital, management says USURF would
be forced to curtail or cease its operations.

                        Acquired Assets

In October 2003, the Company signed a Letter of Intent to acquire
the assets of Apollo Communications, Inc., of Colorado Springs.
Apollo provides data and high-speed internet access services as
well as local and long distance telephone services.  Additionally,
in February 2004, the Company signed a definitive agreement to
acquire the assets of SunWest Communications, Inc.  The assets
included SunWest's network of fiber optic lines, its operations
facilities and equipment  and, subject to Colorado Public Utility
Commission approval, its customer base.

Through September 30, 2004 the Company advanced a combined total
of $1,830,000 to SunWest and Apollo and recorded this  amount as
"other long term assets".  Through September 30, 2004 the Company
supported through its operations $1,443,257.71  of customer care
and related expenses of SunWest and Apollo.  During the quarter
ended September 30, 2004, the senior secured lenders of SunWest
and Apollo foreclosed on the assets of these companies.  As a
result, the Company has written off the balance of other assets of
$1,830,000 and reclassified the related expenses of $1,443,257.71
as write off of other assets and reclassification of related
expenses.   The Company has not made a determination whether to
seek legal recourse to recover damages as a result of the
foreclosure.

                      About USURF America

During 2003 and through September 30, 2004, USURF America
continued to implement and expand its business plan beyond solely
offering wireless Internet access service.  The Company currently
operates as a provider of video (cable television) and data
(Internet) services to business and residential customers and
since the completion of the acquisition of Connect Paging Inc.
d/b/a/ Get-A-Phone, the Company also offers additional
telecommunications services including local, long distance and
enhanced telephone (voice) services.  Its current business plan
involves obtaining, through internal growth, as many, voice, video
and data customers as possible offering various combinations of
bundled packages of communications services.  Its growth strategy
also includes acquisitions of telecommunications-related
businesses and properties, which would provide an immediate or
potential customer base for its services.


VECTOR GROUP: Registers Convertible Notes with SEC for Resale
-------------------------------------------------------------
Vector Group Ltd. (NYSE: VGR) has filed with the Securities and
Exchange Commission a registration statement on Form S-3.  The
registration statement relates to the resale by the holders of up
to $81.875 million principal amount of Vector Group's 5% Variable
Interest Senior Convertible Notes due 2011 and the common stock
issuable upon conversion of the notes.

The notes were originally sold on Nov. 18, 2004, in a private
placement to qualified institutional buyers.  The filing of this
registration statement is required by the registration rights
agreement entered into by Vector Group.

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

                        About the Company

Vector Group-- http://www.VectorGroupLtd.com/-- is a holding  
company that indirectly owns Liggett Group Inc., Vector Tobacco
and a controlling interest in New Valley Corporation.
At Sept. 30, 2004, Vector Group's balance sheet showed a
$93,721,000 stockholders' deficit, compared to a $46,475,000
deficit at Dec. 31, 2003.


WESTERN WATER: Needs to Sell Assets to Cover Operating Expenses
---------------------------------------------------------------
Western Water Company has been, and continues to be, unable to
generate sufficient cash from operations to pay for operating
expenses, to meet debt service obligations, and to pay preferred
stock dividends.  The Company had paid for these financial
obligations using cash from its consulting activities, the sale of
assets, and short-term, asset-secured loans.  However, there is
substantial doubt about the Company's ability to generate
additional cash from asset sales and loans to fund its operations
through September 30, 2005, and beyond, or to meet other financial
obligations following the expenditure of its current cash balance.

       Needs to Timely and Orderly Sell California Assets

The Company is dependent upon the orderly and timely sales of its
California assets to provide a portion of the cash necessary to
fund the Company's operations for the twelve months ending
September 30, 2005.  The Subordinated Debentures will mature
within the next twelve months on September 30, 2005.  The Company
currently plans to meet its obligation to pay the Subordinated
Debentures ($8,318,000) through the monetization of its Cherry
Creek Project.  However, there can be no assurance regarding the
Company's ability to sell its remaining California assets at fair
value in a timely manner in order to fund operations or to
monetize the Cherry Creek Project for an amount or within the time
necessary to pay the Subordinated Debentures.

The Company's water resources in Colorado consist of the Cherry
Creek Project, which is the largest asset on the Company's
condensed consolidated balance sheet.  While management believes
that demand for the Company's water resources in Colorado
continues to increase, the schedule for monetizing the value of
the Project is uncertain (based, in part, on the denial by the
Colorado Office of the State Engineer of the Company's application
for approval of a substitute water supply plan which proposed plan
included elements designed to assure the Project's current and
prospective customers of reliable water deliveries from the
Project).  Management believes that the fair value of the Project,
if and when fully developed or sold, will exceed the current
carrying value of that asset on the Company's balance sheet.  
Accordingly, the Company is attempting to marshal its assets in a
manner that will provide the Company the working capital required
to finance the orderly development and sale of the Project.  
However, the Company can provide no assurance regarding its
ability to monetize the value of the Project, or that any revenue
generated from the Project will occur in a timely manner to fund
the Company's operations and financial obligations.  Moreover, the
Company will be required to incur additional expenses to develop
the Project in order to position it to be monetized.  The Company
can provide no assurances that the Company will have the necessary
funds to do so.

The Company plans to fund its foreseeable working capital needs
from existing cash, from net proceeds of the anticipated sale of
certain existing assets, from the sale of Cherry Creek Project
water delivery contract units, and from the proceeds of asset-
secured loans.  No assurance can be given that the Company will be
able to sell its assets as planned or that the Company will be
able to raise additional funds on commercially reasonable terms
when, and if, needed to sustain its operations, including Cherry
Creek Project development activities.  The inability of the
Company to sell its assets as planned or raise additional funds on
commercially reasonable terms when, and if, needed could impair
the Company's ability to operate as a going concern.  As stated,
the Company's outstanding Subordinated Debentures mature in
September 2005 and additionally, the Series C Preferred Stock and
Series F Preferred Stock are subject to mandatory redemption
beginning in fiscal 2007 and fiscal 2010, respectively.

                      Going Concern Doubt

In light of the uncertainties associated with the Company's
ability to continue as a going concern, the Company's previous
independent registered public accounting firm provided a going
concern uncertainty explanatory paragraph in its unqualified
opinion with respect to the Company's consolidated financial
statements for the year ended March 31, 2004.  

                      About Western Water

The principal business of Western Water Company has been to
manage, develop, sell and lease water and water rights in the
western United States.  Prior to 2000, the Company had been
developing this business through the acquisition of water rights
and other interests in water, the purchase of real estate for the
water rights associated with such real estate, and the sale or
lease of water.  The Company's principal activity had been to
acquire and develop water assets in California and in the Cherry
Creek basin in Colorado because it believed that there is a
growing demand for water resources in both of these areas and the
demand is expected to exceed the water resources currently
available.  The Company, directly and indirectly, owns certain
water rights, as well as a limited amount of real estate, in
California and Colorado.


YUKOS OIL: Menatep Intends to Sue to Recover its Losses
-------------------------------------------------------
Menatep, Yukos' largest shareholder, tells Sylvia Pfeifer at The  
Telegraph that it plans to sue the Russian Federation, the  
successful bidder and the bidder's lenders for $100 billion if  
the Yuganskneftegas auction goes forward.   

Tim Osborne, the managing director of Menatep, which controls  
around 53% of Yukos stock, told The Telegraph:  

     "We are committed to legal action. . . .  The damages claim  
     would be pretty good. If you assume Yukos will be bankrupt  
     [after the auction] then our starting point on our  
     shareholding will be zero.  At the highest point, Menatep's  
     shareholding was worth $30bn.  We would employ forensic  
     experts to see what it would have been valued at if there  
     hadn't been any problems.  It could be double that and we  
     would then request punative damages.  I can easily see this  
     claim being $100bn or more."

Mr. Osborne told Ms. Pfeifer he's confident a claim would be  
successful.  "What are our chances?  Good.  I believe in the  
European Union and the US, where the rule of law does prevail and  
there is an independent judiciary, the treatment of Yukos and its  
shareholders will immediately have any judge on your side."

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


Z-TEL TECH: Continues Stock Trading Following Nasdaq Compliance
---------------------------------------------------------------
Z-Tel Technologies, Inc. (NASDAQ/SC: ZTEL), parent company of Z-
Tel Communications, Inc., a leading provider of enhanced wireline
and broadband telecommunications services, has received indication
from the NASDAQ Stock Market that it has regained compliance with
the rules for continuing inclusion on the NASDAQ SmallCap Market.  
Z-Tel had been subject to delisting for non-compliance with the
$35 million market capitalization requirement and the $1.00
minimum bid price requirement.  The company regained compliance by
effecting two transactions in November:

   -- a tender offer for all of its outstanding preferred shares;
      and

   -- a 1 for 5 reverse split.

Z-Tel shares begins trading under its old ticker symbol "ZTEL".  
The company has previously announced its intention to change its
name to Trinsic, Inc., effective as of the close of business on
Jan. 3, 2005.  Its new NASDAQ trading symbol at that time will be
"TRIN."

                        About the Company

Z-Tel Technologies -- http://www.ztel.com/-- offers consumers and  
businesses nationwide enhanced wire line and broadband
telecommunications services. All Z-Tel products include
proprietary services, such as Web-accessible, voice-activated
calling and messaging features that are designed to meet
customers' communications needs intelligently and intuitively. Z-
Tel is a member of the Cisco Powered Network Program and makes its
services available on a wholesale basis to other communications
and utility companies, including Sprint.

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


* Boyd Mulkey Joins Alvarez & Marsal as Managing Director
---------------------------------------------------------
Boyd Mulkey has joined Alvarez & Marsal Business Consulting, LLC
as a Managing Director, responsible for coordinating client
service and market activities in Central Texas.   He is based in
San Antonio.

With over 16 years of consulting experience, Mr. Mulkey has an
established track record collaborating with clients in a range of
industries to improve their businesses through business process
redesign, ERP implementations, merger integration services,
activity-based costing and benchmarking/best practice studies.  He
also has significant expertise assisting companies in the
evaluation, implementation and operation of outsourcing
arrangements in various functional areas including finance, human
resources and information technology.   

Prior to joining A&M, Mr. Mulkey was a Managing Director in the
Energy Industry Sector of BearingPoint where he was responsible
for managing key account relationships for select high profile
Fortune 100 energy companies.  Previously, he was the partner
responsible for creating and managing Arthur Andersen's Business
Consulting practices in San Antonio and Austin, Texas.

"Since forming Alvarez & Marsal Business Consulting, we have
attracted a growing team of top-tier professionals who have
extensive consulting industry experience," said Tom Elsenbrook, an
A&M Managing Director and head of Alvarez & Marsal Business
Consulting.  "Boyd brings an outstanding background to the firm
and will enhance our ability to serve current and future clients
in a variety of industries."

Mr. Mulkey earned a Bachelor of Business Administration (BBA) in
Accounting from the University of Texas at Austin and is a
Certified Public Accountant in the State of Texas.   

Alvarez & Marsal Business Consulting provides services including:
Strategy and Corporate Solutions, such as post-merger integration,
cost management, business development and marketing; Finance
Solutions, such as finance strategy, shared services, business
process outsourcing advisory, financial process improvement,
business planning and performance management; Information
Technology Strategy and Integration, such as software evaluation
and selection and ERP optimization; Human Resources Solutions,
such as HR operational improvement, compensation and performance
management, talent management and organizational effectiveness
solutions; and Supply Chain Solutions, such as strategic sourcing,
procure to pay process improvement, warehouse and inventory
management and transportation and logistics.

                    About Alvarez & Marsal

Founded in 1983, Alvarez & Marsal is a global professional
services firm that helps businesses organizations in the corporate
and public sectors navigate complex business and operational
challenges.  With professionals based in locations across the US,
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 critical business challenges,
implement change and favorably influence results.  For more
information about the firm, please visit:

    http://www.businessconsulting.alvarezandmarsal.com

or contact Rebecca Baker, Chief Marketing Officer at 212.759.4433.  
To find out more about Alvarez & Marsal Business Consulting
contact Tom Elsenbrook, Managing Director at 713.259.7080.    


* Salomon Green & Ostrow and Stevens & Lee Combine
--------------------------------------------------
Stevens & Lee and Salomon Green & Ostrow jointly announced today
that they will combine their practices effective January 1, 2005.

Seven former Salomon Green & Ostrow lawyers, including Chester
Salomon, David Green, Alec Ostrow, Nicholas Kajon, Walter Benzija,
Jocelyn Keynes and Constantine Pourakis, and two paralegals and
related staff, will join Stevens & Lee and will remain in the
combined firm's New York City office at Salomon Green's former 485
Madison Avenue location.

"The combination of our firms results in a total of about 20
lawyers who practice almost exclusively before the Bankruptcy
Courts and gives us a presence in both the Southern District of
New York and the District of Delaware," said Chester Salomon,
Senior Partner of Salomon Green & Ostrow.  "It also provides us
with the breadth and depth of a 180-lawyer law firm to handle
larger, more complex cases, and particular segment expertise in
the equipment leasing, health care, pharmaceutical, retail,
financial services and basic manufacturing areas."

"Salomon Green is a preeminent bankruptcy boutique and we welcome
this group of excellent lawyers," said Beth Stern Fleming, a
member of  Stevens & Lee's Executive Committee and the
Bankruptcy/Workout Department.

"This combination also gives us a presence in New York City - a
long-time firm objective - which will help us to help our
clients," added Robert Lapowsky, also a member of Stevens & Lee's
Executive Committee and the Bankruptcy/Workout Department.

Salomon Green & Ostrow lawyers are well-known for their
representation of parties in reorganization and liquidation,
trustees, examiners, creditors' committees, landlords, equipment
lessors, litigants and asset purchasers in bankruptcy proceedings
in the Southern and Eastern Districts of New York and throughout
the country.  In the past several years, they've represented
parties in the Enron, WorldCom, Adelphia, Polaroid, General Media,
LTV, Bethlehem Steel and Ames Department Store bankruptcies, among
many others.

About Stevens & Lee

Stevens & Lee is a professional services provider, which together
with its affiliated businesses, totals over 220 lawyers and other
business professionals providing a full range of legal and
consulting services to regional, national and international
clients.  The firm maintains offices in Princeton and Cherry Hill,
NJ; Philadelphia, Valley Forge, Reading, Lancaster, Harrisburg,
the Lehigh Valley, Scranton and Wilkes-Barre, PA; Wilmington, DE;
and now, New York City.

                            *********

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 ***