TCR_Public/050104.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, January 4, 2005, Vol. 9, No. 2      

                          Headlines

ACCURIDE: Merger Plans Spur S&P to Put B Rating on Watch Positive
ACTUANT CORP: S&P Holds 'BB' Credit Rating on CreditWatch Negative
ADELPHIA COMMS: DIP Lenders Agree to Additional Reporting Delays
ALLEGHENY ENERGY: Completes $102-Mil. Ohio Valley Interest Sale
ALLIANCE IMAGING: Completes $150 Million Private Debt Offering

AMERICA WEST: Finances Maintenance Facility & Flight Center
AMERICAN EQUITY: Closes $10 Million Private Offering
AMERICAN PLAN: Case Summary & 8 Largest Unsecured Creditors
ARGOSY GAMING: Special Stockholders' Meeting Slated for Jan. 20
ATA AIRLINES: Asks Court to Approve Aircraft Rejection Procedures

AURORA NATIONAL: S&P Lowers Ratings to 'BBpi' from 'BBBpi'
BANC OF AMERICA: Fitch Puts 'BB' Rating on $825,000 2004-5 Cert.
BANC OF AMERICA: Fitch Puts 'B' Rating on Class B-5 Certificates
BANC OF AMERICA: Fitch Puts Single B Rating on $1.1 Mil. Cert.
BEST MERIDIAN: S&P Places Counterparty Credit Rating at 'BB+'

BROADBAND OFFICE: Walks Away from $163 Mil. Zephion Spin-Off Claim
CITIGROUP MORTGAGE: Fitch Puts Low-B Ratings on 2 Private Offers
COEUR D'ALENE: Names Dennis Wheeler President & Harry Cougher SVP
CONCERT INDUSTRIES: Implements Final Plan of Arrangement
COURTYARD: S&P Withdraws Low-B & Junk Ratings Following Redemption

CYPRESS TREE: Moody's Reviewing Low-B Ratings & May Downgrade
DALLAS AEROSPACE: CIS Air Asks Court to Convert Case to Chapter 7
DII/KBR: Exits Bankruptcy After Final Plan Confirmation Order
EAGLEPICHER HOLDINGS: S&P Puts Low-B Rating on Watch Negative
eB2B COMMERCE: March 31 Balance Sheet Upside-Down by $4.2 Million

FIRST FRANKLIN: Fitch Rates $12.425 Million Certs. at 'BB+'
FRANKLIN CAPITAL: Wants Stockholders' Nod on Election Withdrawal
FREEDOM MEDICAL: Turns to Adelman Lavine for Bankruptcy Counsel
GEO SPECIALTY: Emerges from Bankruptcy After Nine Months
GMACM MORTGAGE: Fitch Assigns 'B' Rating on $408,000 Class B-2

GSR MORTGAGE: Moody's Rates Cert. Classes 1B4 & 1B5 at Low-B
HEALTHSOUTH CORP: Inks Global Settlement Pact with Justice Dept.
HOLLINGER INC: Appoints Communications Advisor & Consultant
HOLLINGER: Declares $2.50 Dividend Per Class A or B Common Share
HOLLINGER INT'L: Has Until March 31 to File 2003 Annual Report

IKON OFFICE: Moody's Says Liquidity Position is Very Good
INSIGHT HEALTH: Launches $25 Million 9-7/8% Sr. Sub. Debt Offering
INTERWAVE: Alvarion Closes Acquisition Following Stockholders' Nod
INTRAWEST CORP: Redeeming 10.50% Senior Notes on Feb. 1
J.P. MORGAN: Moody's Rates Certificate Classes B-4 & B-5 at Low-B

JPMORGAN CHASE: Merger Cues Fitch to Affirm Low-B Debt Ratings
KEY COMPONENTS: Stays on S&P's CreditWatch Positive After Purchase
KMART CORP: Leona Celestine Wants Personal Injury Judgment Paid
LEVI STRAUSS: Extends $450 Million Cash Tender Offer to Jan. 12
LNR PROPERTY: Offers to Repurchase Senior Sub. Notes Due 2013

LOEWEN GROUP: Bankers Trust Wants $2.8M Class 22 Claims Paid
MASTR ALTERNATIVE: Fitch Puts 'BB' Rating on $427,000 Certificates
MAXIM CRANE: Bankruptcy Court Confirms Chapter 11 Plan
MCI INC: Will Hold Annual Shareholders Meeting on May 16, 2005
MEDICALCV INC: Liquidity Concerns Prompt Going Concern Doubt

MIRANT CORP: Judge Lynn Extends Plan Filing Period Until Jan. 31
NATIONAL LAMPOON: Losses & Poor Liquidity Spur Going Concern Doubt
NETWORK INSTALLATION: Wins Multiple Telecom Project Orders
NEW HEIGHTS: Judge Walrath Confirms Amended Liquidating Plan
OHIO CASUALTY: S&P Affirms 'BB' Counterparty Credit Rating

OMNI ENERGY: Negotiates With Debenture Holders on Payment Default
PARAMOUNT RESOURCES: Sr. Debt Exchange Offer Expires January 13
PCI CAPITAL: S&P Places BB+ Rating on $100 Million Unsecured Notes
PETROBAS ENERGIA: S&P Puts 'B+' Credit Rating on Watch Positive
PSINET CONSULTING: Confirmation Hearing Set for January 11

PYRAMID AUTO GROUP: Case Summary & 4 Largest Unsecured Creditors
RELIANCE GROUP: Liquidator Settles Pershing Action for $1.64 Mil.
RESIDENTIAL FUNDING: Fitch Puts Low-B Ratings on Two Classes
ROGERS COMMS: 93.5% of Shares Tendered in Privatization Offer
RUSSELL CORP: Completes $115 Million Brooks Sports Acquisition

SAFETY-KLEEN: Court Extends Claims Objection Deadline to June 16
SAFETY-KLEEN: Agrees to June 30 Extension to Object to IRS Claims
SPIEGEL INC: Has Until Feb. 4 to File Chapter 11 Plan
TACTICA INT'L: Arent Fox Approved as Creditors Committee Counsel
TACTICA INT'L: U.S. Trustee Appoints 7-Member Creditors Committee

TEMBEC INC: Fidelity Entities Disclose 12.15% Equity Stake
TRUCKING & STRATFORD: Voluntary Chapter 11 Case Summary
UAL CORP: Wants to Enter into Letter Agreement with ALPA
UAL CORP: PBGC to Assume Pension Plan for Pilots
URANIUM POWER: $1M Equity Deficit Prompts Going Concern Doubt

US AIRWAYS: Asks Court to Deny EDS' Adequate Assurance Request
UNION AVENUE AUTO: Case Summary & 20 Largest Unsecured Creditors
W.R. GRACE: Disclosure Statement Hearing Scheduled for January 21
WESTERN WIRELESS: Moody's Says Liquidity is "Adequate"
WORLD ASSOCIATES: Feeble Finances Prompt Going Concern Doubt

YUKOS OIL: New Company, Not Gazprom, Will Take Control of Yugansk
YUKOS OIL: Missed Interest Payment Spurs S&P's Default Rating
ZEPHION NETWORKS: Walks Away from BroadBand Office Spin-Off Claims
ZIM CORP: Tony Davidson Steps Down as VP & Chief Technical Officer

* Laurence Sax Joins NachmanHaysBrownstein as Managing Director

* Large Companies with Insolvent Balance Sheets

                          *********

ACCURIDE: Merger Plans Spur S&P to Put B Rating on Watch Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
and other ratings on privately held Accuride Corp. and privately
held Transportation Technologies Industries Inc. on CreditWatch
with positive implications, following Accuride's announcement that
it has agreed to acquire TTI.  Combined lease-adjusted debt for
the two companies was around $850 million as of Sept. 30, 2004,
and EBITDA for both companies was around $158 million for the 12
months ended Sept. 30.

While the transaction's capital structure has not been announced,
it appears that existing debt will be refinanced, and some use of
equity is possible.  Accuride has indicated that its shareholders
will own 65% of the combined company's stock, and TTI holders will
own the remaining 35%, as well as contingent equity that could
allow them to receive a further 3% if the company meets certain
performance goals.  The transaction is expected to close
in January.

"The business profile for the combined operation is likely to be
considered below average, albeit improved from the existing
profile for each company, since the companies serve the medium-
and heavy-duty truck markets and there should be some
opportunities for cost savings," said Standard & Poor's credit
analyst Robert Schulz.

Accuride, based in Evansville, Ind., manufactures steel and
aluminum heavy/medium wheels primarily for North American heavy-
and medium-duty truck markets and is the dominant provider of
steel heavy/medium wheels and steel dual light-truck wheels. It
also has a growing share of the market for higher-margin aluminum
wheels, which now accounts for 50% of the heavy-duty truck market.  
TTI, based in Chicago, Ill., manufactures components for medium-
and heavy-duty trucks, buses, and specialty vehicles including
wheel-end components, iron castings, truck body and chassis parts,
seating systems, and steerable drive axles. The heavy-duty truck
market is enjoying a very strong cyclical recovery in 2004, and
prospects for 2005 seem solid.


ACTUANT CORP: S&P Holds 'BB' Credit Rating on CreditWatch Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB' corporate
credit rating on Actuant Corp. remains on CreditWatch with
negative implications, where it was placed Nov. 22, 2004.  At
that time, the company announced that it agreed to purchase Key
Components Inc. from an investor group for $315 million, including
the assumption of $80 million of debt of KCI's operating company,
Key Components LLC (B+/Watch Pos/--).

The debt has now been called and will be redeemed in January 2005.
The acquisition has now been completed, with the cash portion
funded by $250 million in unrated term loans, so Standard & Poor's
is withdrawing its 'BB' rating on Actuant's senior secured bank
facility, which has now been amended and restated.

Actuant recently completed an equity offering, with net cash
proceeds of around $134 million that will be used to redeem the
KCI debt in late January and also reduce revolving credit
borrowings.

Standard & Poor's previously indicated that if common equity were
issued at the level contemplated, the existing ratings would
likely be affirmed.  We still expect this to be the most likely
outcome.

Standard & Poor's 'B+' corporate credit rating on the Key
Components operating company also remains on CreditWatch with
positive implications, and we will withdraw that rating once
the KCI debt has been repaid.

Milwaukee, Wis.-based Actuant manufactures a variety of standard
and customized products sold to automotive, industrial and retail
customers.  KCI operates two business segments, electrical
components and mechanical engineered components.

"We view Actuant's gain in scale and diversity positively, since
the acquisition should enhance Actuant's business position," said
Standard & Poor's credit analyst Nancy Messer.  "The KCI
operations will complement a number of Actuant's businesses,
increase the scale of the combined entity, and augment the
company's end-market and product diversity.  At the same time, we
view the KCI transaction as a transforming acquisition that will
increase Actuant's size considerably and introduce integration
risks."


ADELPHIA COMMS: DIP Lenders Agree to Additional Reporting Delays
----------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Adelphia Communications Corporation disclosed that on
December 23, 2004, Amendment No. 3 and Waiver to the Second
Amended and Restated Credit and Guaranty Agreement, dated
May 10, 2004, became effective.

ACOM Executive Vice President and Chief Financial Officer Vanessa
A. Wittman relates that pursuant to the terms of Amendment No. 3,
the date by which:

    (a) ACOM is required to deliver to the DIP Lenders its
        consolidated audited balance sheet and related
        consolidated audited statement of income and cash flows
        for the fiscal years ended December 31, 2002, and
        December 31, 2003, is extended from December 31, 2004,
        until January 31, 2005; and

    (b) each of the designated subsidiary borrowing groups under
        the DIP Credit Agreement is required to deliver to the DIP
        Lenders a consolidating schedule containing balance sheets
        and related statements of income and cash flows for the
        designated subsidiary borrower group for the fiscal years
        ended December 31, 2002, and December 31, 2003, is
        extended from February 28, 2005, until March 31, 2005.

Additionally, the dollar amount of asset dispositions that the
Loan Parties are permitted to complete without the consent of the
DIP Lenders is increased from $30,000,000 to up to $50,000,000.

Under the terms of Amendment No. 3, the DIP Lenders also agreed to
waive compliance by the Loan Parties with a provision of the DIP
Credit Agreement that would otherwise prohibit the Loan Parties
from making a prepetition payment to a particular vendor.  The
waiver will allow the Loan Parties to make a prepetition payment
to the vendor of up to $150,000.

A full-text copy of Amendment No. 3 and Waiver is available for
free at:

     http://www.sec.gov/Archives/edgar/data/796486/000104746904038300/a2149076zex-10_01.htm

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than
200 affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors. (Adelphia Bankruptcy News, Issue
No. 76; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALLEGHENY ENERGY: Completes $102-Mil. Ohio Valley Interest Sale
---------------------------------------------------------------
Allegheny Energy, Inc. (NYSE:AYE) and its subsidiary, Allegheny
Energy Supply Company, LLC, have completed the sale of their
equity interest and power rights in the Ohio Valley Electric
Corporation.  Cash proceeds from the sale total $102 million.

"Selling this non-strategic asset completes another step in
restoring Allegheny Energy's financial strength," said Paul J.
Evanson, Chairman, President and Chief Executive Officer of
Allegheny Energy.  "We made good progress toward our goals in
2004, and we're on track to achieve our objective of reducing debt
by $1.5 billion by year-end 2005."

The buyer, Buckeye Power Generating, LLC, acquired a nine percent
equity interest in OVEC and associated power rights.  Allegheny
Energy Supply will retain the rights to nine percent of OVEC's
power output until March 12, 2006.

Several electric utilities in the Ohio Valley region own OVEC,
which has two coal-fired power plants:

   -- Kyger Creek (1,028 megawatts) in Cheshire, Ohio, and
   -- Clifty Creek (1,228 megawatts) in Madison, Indiana.

Allegheny Energy and its Monongahela Power Company subsidiary own
a 3.5 percent equity interest and power rights in OVEC, which are
not included in the Buckeye transaction.

Buckeye is an affiliate of Buckeye Power, Inc., of Columbus, Ohio.  
Buckeye Power, Inc. is a generation and transmission cooperative
supplying power and energy to its member electric distribution
cooperatives in Ohio.  The cooperatives' certified service
territory covers nearly 40 percent of the land area in the state,
in portions of 77 of Ohio's 88 counties.  They serve more than
360,000 homes, farms, businesses and industries.  More information
about Buckeye Power is available at http://www.buckeyepower.com/

                     About Allegheny Energy

Headquartered in Greensburg, Pa., Allegheny Energy --
http://www.alleghenyenergy.com/-- is an energy company consisting  
of two major businesses: Allegheny Energy Supply, which owns and
operates electric generating facilities, and Allegheny Power,
which delivers low-cost, reliable electric service to customers in
Pennsylvania, West Virginia, Maryland, Virginia and Ohio.

                          *     *     *

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


ALLIANCE IMAGING: Completes $150 Million Private Debt Offering
--------------------------------------------------------------
Alliance Imaging Inc. (NYSE:AIQ), a leading national provider of
diagnostic imaging services, has successfully completed the sale
of $150 million in aggregate principal amount of its 7-1/4% Senior
Subordinated Notes due 2012 in a private placement transaction.

Alliance Imaging used the net proceeds of the offering, together
with proceeds of approximately $390 million from the issuance of
Tranche C1 term loans under its Senior Secured Credit Facilities
and cash on hand, to fund:

     (i) the purchase of $256.5 million in aggregate principal
         amount of its outstanding 10-3/8% Senior Subordinated
         Notes due 2011, representing approximately 98.6% of the
         outstanding notes, pursuant to a tender offer and consent
         solicitation, which expired at midnight, New York City
         time, on Dec. 28, 2004,

    (ii) repay $236 million in aggregate principal amount of term
         loans, plus accrued interest thereon, previously
         outstanding under its Senior Secured Credit Facilities,
         and

   (iii) the payment of certain fees and expenses related to the
         issuance of the new notes, the incurrence of the new term
         loans, the credit facilities refinancing, and the tender
         offer and consent solicitation.

This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the new notes.  The new notes have
not been registered under the Securities Act of 1933, as amended,
or applicable state securities laws, and unless so registered, may
not be offered or sold in the United States except pursuant to an
exemption from the registration requirements of the Securities Act
and applicable state securities laws.

                         About the Company

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

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

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2004,
Standard & Poor's Ratings Services assigned a 'B+' debt rating and
'3' recovery rating to Alliance Imaging Inc.'s $410 million term
loan C due 2011. The debt rating is the same as the company's
'B+' corporate credit rating; this, and the '3' recovery rating
indicate that investors should expect meaningful recovery of
principal (50%-80%) in the event of a bankruptcy.


AMERICA WEST: Finances Maintenance Facility & Flight Center
-----------------------------------------------------------
America West Airlines (NYSE: AWA), a wholly owned subsidiary of
America West Holdings Corporation, has entered into an agreement
to raise additional capital by financing its Phoenix maintenance
facility and flight training center.  The flight training center
was previously unencumbered, and the maintenance facility became
unencumbered earlier this year when the airline refinanced its
term loan.  Using these two facilities as collateral, the airline,
on Dec. 27, 2004, raised $30.8 million through the issuance of a
senior secured discount note.  The new note requires principal
payments of $1.5 million on the first two anniversary dates with
the remaining principal amount due on the fifth anniversary date.   
Citigroup Global Markets, Inc. acted as structuring agent in
connection with the financing.

As part of this transaction, America West called for redemption of
all of its outstanding 10.75 percent senior unsecured notes due
Sept. 1, 2005.  The redemption date is Jan. 26, 2005.  The senior
unsecured notes will be redeemed at par, which will require a
payment of $41.3 million to extinguish the debt.  The airline
irrevocably deposited the $30.8 million raised through the
maintenance facility and flight training center financing,
together with an additional $10.5 million from its operating cash
flow, with the trustee for the senior unsecured notes.

America West's Chief Financial Officer Derek Kerr stated, "This
transaction allows us to extend debt maturities and create
additional liquidity.  Although we used cash to prepay existing
debt, the prepaid debt would have matured in the third quarter of
2005 and this transaction provides approximately $30 million in
additional liquidity in the fourth quarter 2005.  Today's
announcement provides further evidence that the market continues
to support our business plan and our goal to strengthen our
balance sheet."

America West Holdings Corporation is an aviation and travel
services company.  Wholly owned subsidiary America West Airlines
is the nation's second largest low-cost carrier with 13,000
employees serving 55,000 customers a day in 96 destinations in the
U.S., Canada, Mexico and Costa Rica.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 23, 2004,
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.


AMERICAN EQUITY: Closes $10 Million Private Offering
----------------------------------------------------
American Equity Investment Life Holding Company (NYSE: AEL) has
closed a private offering of $10 million aggregate principal
amount of its 5.25% Contingent Convertible Senior Notes due 2024.  
The terms of the notes are substantially identical to the
$250 million aggregate principal amount of the company's 5.25%
Contingent Convertible Senior Notes due 2024 that were issued on
Dec. 6, 2004.

The company expects to utilize substantially all of the net
proceeds to increase the capital and surplus of its life insurance
subsidiaries to support future growth of its business.

                        About the Company

American Equity Investment Life Holding Company, through its
wholly-owned operating subsidiaries, is a full service underwriter
of a broad line of annuity and insurance products, with a primary
emphasis on the sale of fixed rate and index annuities. The
Company's headquarters are located at 5000 Westown Parkway, Suite
440, West Des Moines, Iowa, 50266. The mailing address of the
company is: P.O. Box 71216, Des Moines, Iowa, 50325.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 14, 2004,
Fitch Ratings has assigned a 'BB-' senior debt rating to American
Equity Investment Life Holding Co.'s -- AEL -- $250 million
contingent, convertible, senior debt due 2024 recently issued
under SEC Rule 144a.

At the same time, Fitch has assigned a 'BBB' insurer financial
strength -- IFS -- rating to AEL's subsidiary life insurers,
American Equity Investment Life Insurance Company and American
Equity Investment Life Insurance Company of New York. The Rating
Outlook is Stable.

Rationale for AEL's senior debt rating includes elevated levels of
financial leverage at approximately 55% debt and preferred stock
at the holding company level after the issuance of the $250
million of senior debt. Fitch's equity adjusted financial
leverage that gives equity credit for trust preferred securities
is approximately 48% and does not include notes payable to a
related party service company. As a result of rapid growth in
recent years, the company has a large DAC asset on its balance
sheet, exceeding 210% of shareholders equity at Sept. 30, 2004,
reducing the quality of GAAP equity.


AMERICAN PLAN: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: American Plan LLC
             102 Glendive Street
             Henderson, Nevada 89012

Bankruptcy Case No.: 04-22633

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Mesquite Rebb LLC                          04-22635

Chapter 11 Petition Date: December 30, 2004

Court: District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Sam Benevento, Esq.
                  1945 East Warm Springs Road
                  Las Vegas, NV 89119
                  Tel: 702-433-2000

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 8 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Marcole Enterprises           Service fees              $694,685
404 E. Waymouth Rd.
Buena, NJ 08310

Cifford Redikop               Partner buyout            $209,000
28 Anthem Chreek Cir.
Henderson, NV 89052

BUI Management Inc.           Partner buyout            $143,347
Audie Embestro, Trustee
28 Anthem Creek Cir.
Henderson, NV 89052

Legacy Construction           Personal note              $81,745

Anne Denigris                 Business loan              $45,000

Bank of America               Credit card purchases      $18,645

Andrew Russo Jr.              Service fees                $8,500

Kelly Bollinger               Deposit on space            $6,075


ARGOSY GAMING: Special Stockholders' Meeting Slated for Jan. 20
---------------------------------------------------------------
A special meeting of stockholders of Argosy Gaming Company, a
Delaware corporation, will be held at the Hilton St. Louis
Airport, 10330 Natural Bridge Road, St. Louis, Missouri 63134, on
January 20, 2005, at 2:00 p.m. local time to:

   1. consider and vote on a proposal to approve and adopt the
      Agreement and Plan of Merger dated as of November 3, 2004,
      as amended, among Argosy Gaming Company, Penn National
      Gaming, Inc., and Thoroughbred Acquisition Corp., a wholly
      owned subsidiary of Penn National, and the merger
      contemplated thereby, pursuant to which, upon the merger
      becoming effective,

       (i) merger sub will be merged with and into Argosy Gaming
           Company with Argosy Gaming Company continuing as the
           surviving corporation and a wholly owned subsidiary of
           Penn National, and

      (ii) each share of common stock, par value $0.01 per share,
           of Argosy Gaming Company issued and outstanding
           immediately prior to the effective time of the merger,
           will be converted into the right to receive $47 in
           cash, without interest; and

   2. act upon any other matter as may properly come before the
      special meeting or any adjournment or postponement thereof,
      including the approval of any proposal to postpone or
      adjourn the special meeting to a later date to solicit
      additional proxies in favor of Proposal 1 in the event there
      are not sufficient votes for approval of Proposal 1 at the
      special meeting.

Only stockholders of record at the close of business on
December 16, 2004, are entitled to notice of, and to vote at, the
special meeting and at any adjournment or postponement of the
special meeting.  All stockholders of record are cordially invited
to attend the special meeting in person.

Argosy Gaming Company is a leading owner and operator of six
casinos located in the central United States. Argosy owns and
operates the Alton Belle Casino in Alton, Illinois, serving the
St. Louis metropolitan market; the Argosy Casino- Riverside in
Missouri, serving the greater Kansas City metropolitan market; the
Argosy Casino-Baton Rouge in Louisiana; the Argosy Casino-Sioux
City in Iowa; the Argosy Casino-Lawrenceburg in Indiana, serving
the Cincinnati and Dayton metropolitan markets; and the Empress
Casino Joliet in Illinois serving the greater Chicagoland market.

                         *     *     *

As reported in the Troubled Company Reporter on Jul. 26, 2004,
Standard & Poor's Ratings Services assigned its 'BB' rating and a
recovery rating of '3' to Argosy Gaming Co.'s proposed
$675 million senior secured credit facility, indicating Standard &
Poor's expectation that the lenders would realize a meaningful
recovery of principal (50%-80%) in the event of default.

At the same time, Standard & Poor's affirmed its ratings on the
Alton, Illinois-based casino riverboat owner and operator,
including its 'BB' corporate credit rating.  The rating on the
company's existing bank facility will be withdrawn once the new
facility closes.  The outlook remains stable.  Total debt
outstanding at March 31, 2004, was approximately $895 million.


ATA AIRLINES: Asks Court to Approve Aircraft Rejection Procedures
-----------------------------------------------------------------
Michael P. O'Neil, Esq., at Sommer Barnard Attorneys, PC, in
Indianapolis, Indiana, relates that as of the Petition Date, the
ATA Airlines and its debtor-affiliates' fleet consisted of 82
aircrafts, the vast majority of which are leased pursuant to
single investment leases or by multi-party Enhanced Equipment
Trust Certificates.  In addition, substantially all of the
Debtors' aircraft engines are leased pursuant to similar leasing
arrangements.

As part of their ongoing restructuring efforts, the Debtors are
analyzing their flight schedules, aircraft and engine types and
costs, projected demand for air travel, and other business factors
to maximize their aircraft fleet's utility and minimize the
aircraft fleet's cost.  In accordance with this analysis, the
Debtors have decided to retire certain aircraft and aircraft
engines from their fleet.

Furthermore, the prospective sale of certain of the Debtors'
assets may require a reduction or realignment of their aircraft
fleet.  If that occurs, the Debtors will need to eliminate the
costs associated with retaining and maintaining the idled and
unnecessary aircraft and aircraft engines.

Pursuant to Section 365(a) of the Bankruptcy Court, the Debtors
may reject aircraft and aircraft engines leases, which are
unnecessary for their successful reorganization by virtue of their
reduced or modified flight schedule.  Pursuant to Section 544, the
Debtors may abandon rejected leased aircraft and aircraft engines
as well as owned but encumbered aircraft and aircraft engines that
is burdensome to their estates, or is of inconsequential value and
benefit to their estates.

To assist the Debtors in rejecting leased aircraft and aircraft
engines as well as abandoning rejected-lease aircraft and aircraft
engines and owned aircraft and aircraft engines, the Debtors seek
the United States Bankruptcy Court for the Southern District of
Indiana's permission to adopt rejection and abandonment
procedures.

   (a) The Debtors will file a notice to reject leases or
       mortgages for aircraft or aircraft engines, and serve the
       Notice via overnight delivery, e-mail, or facsimile on:

       (1) each of the affected lessors or secured creditors;

       (2) the U.S. Trustee;

       (3) counsel for the Official Committee of Unsecured
           Creditors; and

       (4) counsel for the Air Transportation Stabilization
           Board.

       The Notice will:

        -- advise the Notice Parties of the Debtors' intent to
           reject the leases or abandon the leased, mortgaged or
           owned aircraft or aircraft engines;

        -- specify the identity and location of the rejected or
           abandoned aircraft;

        -- authorize the Affected Parties to take possession of
           their aircraft or aircraft engines after five
           business days; and

        -- notify the Notice Parties of the deadlines and
           procedures for filing objections to the Notice.

   (b) The Debtors will abandon the aircraft and aircraft engines
       listed in the Notice, effective as of the date the Notice
       is filed.  Should the U.S. Trustee, Creditors Committee,
       ATSB or an Affected Party object to a proposed rejection
       or abandonment, the objecting party must file with the
       Court and serve a written objection within five business
       days of the Effective Date on:

       (1) the counsel and co-counsel for the Debtors,
       (2) the U.S. Trustee, and
       (3) the counsel for the Creditors Committee.

   (c) If the Debtors have deposited funds with an Affected
       Party as a security deposit or other arrangement, that
       the party not be permitted to set off or otherwise use the
       deposit without the Court's prior authority.

   (d) If no objection to a Notice is timely filed, the rejection
       or abandonment will automatically become final as of the
       Effective Date.  If an objection is timely filed to a
       Notice, the Debtors will ask the Court to schedule a
       hearing to consider the objection with respect to the
       rejection or abandonment of the specific aircraft or
       engine which is the subject of the objection.  If the
       objection is overruled or withdrawn, the rejection or
       abandonment would also be deemed final as of the Effective
       Date.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th  
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case No. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts. When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.
(ATA Airlines Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AURORA NATIONAL: S&P Lowers Ratings to 'BBpi' from 'BBBpi'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
and financial strength ratings on Aurora National Life Assurance
Co. to 'BBpi' from 'BBBpi'.

"The rating action reflects the company's declining profitability
and very high product-line concentration, offset by its very
strong earnings adequacy and extremely strong capitalization,"
said Standard & Poor's credit analyst Puiki Lok.

Based in Valencia, Calif., Aurora's major line of business is
ordinary life insurance.  The company, which began operations in
1961, is licensed in 46 states and the District of Columbia and is
a wholly owned subsidiary of New California Life Holding Inc., a
large insurance group.  The company was created as part of the
rehabilitation plan of Executive Life Insurance Co. and is
currently engaged in litigation regarding the rehabilitation.  In
2000, Aurora entered into a 95% modified coinsurance reinsurance
agreement with Reassure America Life Insurance Co, a wholly owned
subsidiary of Swiss Re Life & Health America Inc.

The company is rated on stand-alone basis.

Ratings with a 'pi' subscript are based on an analysis of an
insurer's published financial information and additional
information in the public domain.  They do not reflect in-depth
meetings with an insurer's management and are therefore based on
less comprehensive information than ratings without a 'pi'
subscript.  Ratings with a 'pi' subscript are reviewed annually
based on a new year's financial statements, but may be reviewed on
an interim basis if a major event that may affect the insurer's
financial security occurs.  Ratings with a 'pi' subscript are not
subject to potential CreditWatch listings.


BANC OF AMERICA: Fitch Puts 'BB' Rating on $825,000 2004-5 Cert.
----------------------------------------------------------------
Banc of America Funding Corporation -- BAFC -- mortgage pass-
through certificates, series 2004-5, are rated:

     -- $266,023,275 classes 1-A-1 through 1-A-21, 30-IO, 30-PO,
        1-A-R, and 1-A-LR 'AAA' (senior certificates);

     -- $4,262,000 class B-1 'AA';

     -- $825,000 class B-3 'BBB';

     -- $825,000 class B-4 'BB'.

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

     * the 1.55% class B-1,
     * the 0.70% class B-2,
     * the 0.30% class B-3,
     * the 0.30% privately offered class B-4,
     * the 0.25% privately offered class B-5, and
     * the 0.15% privately offered class B-6.

The ratings on the class B-1, B-3, and B-4 certificates are based
on their respective subordination.

Fitch believes the amount of credit enhancement will be sufficient
to cover credit losses.  The ratings also reflect the high quality
of the underlying collateral purchased by Banc of America Funding
Corporation, the integrity of the legal and financial structures,
and the master servicing capabilities of Wells Fargo Bank, N.A.,
rated 'RMS1' by Fitch.

The transaction consists of one group of 541 fully amortizing,
fixed interest rate, first lien mortgage loans, with original
terms to maturity -- WAM -- of approximately 20 to 30 years.  The
aggregate unpaid principal balance of the pool is $274,959,650 as
of Dec. 1, 2004, (the cut-off date) and the average principal
balance is $508,243.  The weighted average original loan-to-value
ratio -- OLTV -- of the loan pool is approximately 69.65%;
approximately 3.84% of the loans have an OLTV greater than 80%.  

The weighted average coupon -- WAC -- of the mortgage loans is
6.044%, and the weighted average FICO score is 729.  Cash-out and
rate/term refinance loans represent 16.83% and 29.10% of the loan
pool, respectively.  The states that represent the largest
geographic concentration are California (49.99%) and New York
(5.82%).  All other states represent less than 5% of the
outstanding balance of the pool.

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,
see the press release 'Fitch Revises Rating Criteria in Wake of
Predatory Lending Legislation,' dated May 1, 2003, available on
the Fitch Ratings web site at http://www.fitchratings.com/

BAFC, a special purpose corporation, purchased the mortgage loans
from Bank of America, N.A., Wells Fargo Bank, N.A., National City
Mortgage Co., Washington Mutual Bank, FA, Chase Manhattan Mortgage
Corporation, and SunTrust Mortgage, Inc. and deposited the loans
in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust.  Wells Fargo Bank,
N.A. will serve as master servicer and securities administrator.
Wachovia Bank, N.A. will serve as trustee.  For federal income tax
purposes, elections will be made to treat the trust as two
separate real estate mortgage investment conduits --- REMICs.


BANC OF AMERICA: Fitch Puts 'B' Rating on Class B-5 Certificates
----------------------------------------------------------------
Banc of America Alternative Loan Trust -- BoAALT -- 2004-12
mortgage pass-through certificates are rated:

     -- $327,573,267 classes 1-CB-1, 1-CB-R, 1-CB-LR, 2-CB-1,
        3-A-1, CB-IO (consisting of classes 1-CB-IO and 2-CB-
        IO), 3-IO, and 30-PO (consisting of classes 1-30-PO, 2-
        30-PO, and 3-30-PO), 4-A-1, 15-IO, and 15-PO 'AAA'
        (senior certificates);

     -- $7,728,000 class B-1 'AA';

     -- $2,575,000 class B-2 'A';

     -- $1,717,000 class B-3 'BBB';

     -- $1,373,000 class B-4 'BB';

     -- $1,030,000 class B-5 'B';

The 'AAA' ratings on the senior certificates reflect the 4.60%
subordination provided by:

     * the 2.25% class B-1,
     * the 0.75% class B-2,
     * the 0.50% class B-3,
     * the 0.40% privately offered class B-4,
     * the 0.30% privately offered class B-5, and
     * the 0.40% privately offered class B-6.

Classes rated based on their subordination:

     * B-1 'AA',
     * B-2 'A',
     * B-3 'BBB',
     * privately offered class B-4 'BB'; and
     * privately offered class B-5 'B'

The class B-6 is not rated by Fitch.

The ratings also reflect the quality of the underlying collateral,
the primary servicing capabilities of Bank of America Mortgage,
Inc., rated 'RPS1' by Fitch, and Fitch's confidence in the
integrity of the legal and financial structure of the transaction.

The transaction is secured by four pools of mortgage loans.  Loan
groups 1, 2, 3, and 4 are cross-collateralized and supported by
the B-1 through B-6 subordinate certificates.

Approximately 9.15%, 51.61%, 78.32%, and 33.89% of the mortgage
loans in group 1, 2, 3, and 4, respectively, were underwritten
using Bank of America's 'Alternative A' guidelines.  These
guidelines are less stringent than Bank of America's general
underwriting guidelines and could include limited documentation or
higher maximum loan-to-value ratios.  Mortgage loans underwritten
to 'Alternative A' guidelines could experience higher rates of
default and losses than loans underwritten using Bank of America's
general underwriting guidelines.

Loan groups 1, 2, 3, and 4 in the aggregate consist of 1,998
recently originated, conventional, fixed-rate, fully amortizing,
first lien, one- to four-family residential mortgage loans with
original terms to stated maturity ranging from 144 to 360 months.  
The aggregate outstanding balance of the pool as of Dec. 1, 2004
(the cut-off date) is $343,370,545.85, with an average balance of
$171,857, and a weighted average coupon -- WAC -- of 6.112%. The
weighted average original loan-to-value ratio -- OLTV -- for the
mortgage loans in the pool is approximately 70.75%.  

The weighted average FICO credit score is 733. Second homes and
investor-occupied properties comprise 2.65% and 40.62% of the
loans in the group, respectively.  Rate/term and cash-out
refinances account for 15.84% and 33.82% of the loans in the
group, respectively.  The states that represent the largest
geographic concentration of mortgaged properties are California
(38.05) and Florida (10.45%).  All other states represent less
than 5% of the aggregate pool balance as of the cut-off date.

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,
see the press release 'Fitch Revises Rating Criteria in Wake of
Predatory Lending Legislation,' dated May 1, 2003, available on
the Fitch Ratings web site at http://www.fitchratings.com/

Banc of America Mortgage Securities, Inc., deposited the loans in
the trust, which issued the certificates, representing undivided
beneficial ownership in the trust.  For federal income tax
purposes, an election will be made to treat the trust as two
separate real estate mortgage investment conduits -- REMICs. Wells
Fargo Bank, National Association will act as trustee.


BANC OF AMERICA: Fitch Puts Single B Rating on $1.1 Mil. Cert.
--------------------------------------------------------------
Banc of America Mortgage Securities, Inc., series 2004-L, mortgage
pass-through certificates, are rated:

     -- $709,934,100 classes 1-A-1, 1-A-R, 1-A-LR, 2-A-1, 3-A-1,
        and 4-A-1 (senior certificates) 'AAA';

     -- $12,863,000 class B-1 'AA';

     -- $4,777,000 class B-2 'A';

     -- $2,940,000 class B-3 'BBB';

     -- $1,470,000 class B-4 'BB';

     -- $1,102,000 class B-5 'B'.

The 'AAA' rating on the senior certificates reflects the 3.40%
subordination provided by:

     * the 1.75% class B-1,
     * the 0.65% class B-2,
     * the 0.40% class B-3,
     * the 0.20% privately offered class B-4,
     * the 0.15% privately offered class B-5, and
     * the 0.25% privately offered class B-6.

The ratings on class B-1, B-2, B-3, B-4, and B-5 certificates
reflect each certificate's respective level of subordination.

The ratings also reflect the quality of the underlying mortgage
collateral, the primary servicing capabilities of Bank of America
Mortgage, Inc., rated 'RPS1' by Fitch, and Fitch's confidence in
the integrity of the legal and financial structure of the
transaction.

The transaction consists of four groups of adjustable interest
rate, fully amortizing mortgage loans, secured by first liens on
one- to four-family properties, with a total of 1,376 loans and an
aggregate principal balance of $734,924,340.10 as of Dec. 1, 2004
(the cut-off date).  The four loan groups are cross-
collateralized.

The group 1 collateral consists of 3/1 hybrid adjustable-rate
mortgage -- ARM -- loans.  After the initial fixed interest rate
period of three years, the interest rate will adjust annually
based on the sum of one-year LIBOR index and a gross margin
specified in the applicable mortgage note.  Approximately 62.19%
of group 1 loans require interest-only payments until the month
following the first adjustment date.  As of the cut-off date, the
group has an aggregate principal balance of approximately
$131,018,167 and an average balance of $515,820.  The weighted
average original loan-to-value ratio -- OLTV -- for the mortgage
loans is approximately 71.83%.  The weighted average remaining
term to maturity -- WAM -- is 359 months, and the weighted average
FICO credit score for the group is 733. Second homes and investor-
occupied properties constitute 7.56% and 1.44% of the loans in
group 1, respectively.  Rate/term and cashout refinances account
for 33.28% and 20.56% of the loans in group 1, respectively.

The states that represent the largest geographic concentration of
mortgaged properties are:

     -- California (59.26%),
     -- Florida (7.14%), and
     -- Illinois (6.73).

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

The group 2 collateral consists of 5/1 hybrid ARM mortgage loans.  
After the initial fixed interest rate period of five years, the
interest rate will adjust annually based on the sum of one-year
LIBOR index and a gross margin specified in the applicable
mortgage note.  Approximately 61.29% of group 2 loans require
interest-only payments until the month following the first
adjustment date.  As of the cut-off date, the group has an
aggregate principal balance of approximately $469,247,002.46 and
an average balance of $536,282. The weighted average OLTV for the
mortgage loans is approximately 71.14%.  The WAM is 359 months,
and the weighted average FICO credit score for the group is 736.
Second homes and investor-occupied properties constitute 8.25% and
1.05% of the loans in group 2, respectively.  Rate/term and
cashout refinances account for 27.80% and 15.91% of the loans in
group 2, respectively.

The states that represent the largest geographic concentration of
mortgaged properties are California (58.48%) and Florida (7.53%).  
All other states represent less than 5% of the outstanding balance
of the pool.

The group 3 collateral consists of 7/1 hybrid ARM mortgage loans.  
After the initial fixed interest rate period of seven years, the
interest rate will adjust annually based on the sum of one-year
LIBOR index and a gross margin specified in the applicable
mortgage note.  Approximately 46.33% of group 3 loans require
interest-only payments until the month following the first
adjustment date.  As of the cut-off date, the group has an
aggregate principal balance of approximately $51,918,157.68 and an
average balance of $519,182.  The weighted average OLTV for the
mortgage loans is approximately 69.68%.  The WAM is 357 months,
and the weighted average FICO credit score for the group is 749.  
Second home properties constitute 6.27% and there are 0.70%
investor-occupied properties.  Rate/term and cashout refinances
account for 23.05% and 20.23% of the loans in group 3,
respectively.

The states that represent the largest geographic concentration of
mortgaged properties are:

     -- California (53.35%),
     -- Virginia (7.76%),
     -- Maryland (6.39%), and
     -- Texas (5.49%).

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

The group 4 collateral consists of a 10/1 hybrid ARM mortgage
loans.  After the initial fixed interest rate period of 10 years,
the interest rate will adjust annually based on the sum of one-
year LIBOR index and a gross margin specified in the applicable
mortgage note.  Approximately 61.64% of group 4 loans require
interest-only payments until the month following the first
adjustment date.  As of the cut-off date, the group has an
aggregate principal balance of approximately $82,741,012.26 and an
average balance of $562,864.  The weighted average OLTV for the
mortgage loans is approximately 69.09%.  The WAM is 359 months,
and the weighted average FICO credit score for the group is 749.  
Second homes and investor-occupied properties constitute 11.19%
and 0.49% of the loans in group 4, respectively.  Rate/term and
cashout refinances account for 25.71% and 18.88% of the loans in
group 4, respectively.  

The states that represent the largest geographic concentration of
mortgaged properties are:

     -- California (48.61%),
     -- Virginia (9.12%),
     -- Maryland (7.56%), and
     -- Florida (5.30%).

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

Approximately 63.51% of the group 1 mortgage loans, approximately
62.22% of the group 2 mortgage loans, approximately 68.11% of the
group 3 mortgage loans, approximately 77.81% of the group 4
mortgage loans, and approximately 64.62% of all of the mortgage
loans were originated under the accelerated processing programs.

Loans in the accelerated processing programs, which may include
the all-ready home and rate reduction refinance programs, are
subject to less stringent documentation requirements.

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,
see the press release 'Fitch Revises Rating Criteria in Wake of
Predatory Lending Legislation,' dated May 1, 2003, available on
the Fitch Ratings web site at http://www.fitchratings.com/

Banc of America Mortgage Securities, Inc., deposited the loans in
the trust, which issued the certificates, representing undivided
beneficial ownership in the trust.  For federal income tax
purposes, elections will be made to treat the trust as two
separate real estate mortgage investment conduits -- REMICs. Wells
Fargo Bank, National Association will act as trustee.


BEST MERIDIAN: S&P Places Counterparty Credit Rating at 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
and financial strength ratings on Best Meridian Insurance Co. --
BMI -- and its subsidiary, Best Meridian International Insurance
Co. -- Best Meridian International -- to 'BB+' from 'BBB-' and
assigned a stable outlook.

At the same time, Standard & Poor's withdrew the ratings, as the
company will no longer provide the information necessary to
maintain an interactive rating relationship.

"The downgrade reflects our belief that BMI will fail to meet
full-year 2004 expectations as set forth in the July 7, 2004,
release," explained Standard & Poor's credit analyst Tom Taillon.
"Through nine months in 2004, the company is well behind earnings
targets that were agreed on with the company."  This also supports
Standard & Poor's opinion that BMI will continue to have
difficulties in accurately forecasting its underwriting results
and providing a stable stream of earnings and capital growth.

The ratings are based on the group's marginal capitalization and
earnings, unpredictable financial results, and stagnant business
growth.  These negative factors are offset by a better-than-
average understanding of the Latin American insurance market,
conservative investments, relatively strong liquidity, and
improvements in the holding company's financial leverage.  These
two entities were rated together because Best Meridian
International, which is domiciled in the Cayman Islands, is
considered a core subsidiary of BMI.


BROADBAND OFFICE: Walks Away from $163 Mil. Zephion Spin-Off Claim
------------------------------------------------------------------
Years ago, BroadBand Office, Inc., and Zephion Networks, Inc.,
completed a spin-off transaction separating their businesses from
one another.  The transaction consisted of "a series of agreements
and partially documented informal arrangements," Adam Hiller,
Esq., at Pepper Hamilton LLP, representing BBO, explains.  Both
companies landed in bankruptcy.  

BBO filed a $163 million claim against Zephion arising from the
Spin-Off Transaction.  BBO's claim is based on fraudulent
conveyance, preference, and indemnification claims and says
additional amounts are owed for unpaid invoices.  Zephion filed a
$25.7 million claim against BBO and Zephion's Unsecured Creditors'
Committee filed an additional $62.5 million claim against BBO.  

BBO and the chapter 7 trustee overseeing Zephion's liquidation
tell the U.S. Bankruptcy Court for the District of Delaware that
litigating and liquidating their claims against each other isn't
justified because of the costs, risks and uncertainty of
litigation.  

BBO and the Zephion Trustee say litigation would be difficult
because the Spin-Off Transactions dividing the companies' assets
weren't formalized, documents have been lost, and witnesses aren't
available.  

BBO and the Zephion Trustee ask the Bankruptcy Court to approve a
Stipulation in which each of the dueling debtors agrees to walk
away from all claims against the other.  

"The expeditious resolution of [these claims] will bring each
bankruptcy estate significantly closer to the time for making
distributions," the lawyers tell the Bankruptcy Court.  

Objections, if any, to the settlement agreement must be filed and
served by Jan. 20, 2005.  Judge Sleet will schedule a hearing in
the event a timely objection is filed.

Zephion Networks, Inc. was an Internet access solutions and
network services provider.  Zephion filed for chapter 11
protection on June 25, 2001 (Bankr. Del. Case No. 01-2111). The
case was converted to Chapter 7 Liquidation under the Bankruptcy
Code on February 22, 2002, and Michael B. Joseph was appointed as
the Chapter 7 Trustee.  Maribeth L. Minella, Esq., and John D.
Mclaughlin, Jr., Esq., at Young Conaway Stargatt & Taylor, LLP,
represent the Chapter 7 Trustee as he winds down the Debtors'
estates.

Headquartered in San Mateo, California, Broadband Office, Inc.,
filed for chapter 11 protection on May 9, 2001 (Bankr. D. Del.
Case No. 01-1720).  BBO is now a non-operating company in the
process of liquidating its assets.  Adam Hiller, Esq., and David
M. Fournier, Esq., at Pepper Hamilton LLP represent the company.  
When the Company filed for protection from its creditors, it
listed $100 million in assets and debts.


CITIGROUP MORTGAGE: Fitch Puts Low-B Ratings on 2 Private Offers
----------------------------------------------------------------
Fitch rates Citigroup Mortgage Loan Trust Inc.'s $314.2 million
mortgage pass-through certificates, series 2004-HYB4, consisting
of three groups each with a separate set of related subordinate
certificates (the H, A, and W loan groups):

     -- Classes H-AI, H-AII, H-R ($131,794,100 - the group H
        senior certificates), W-A and W-R ($177,449,100 - the
        Group W senior certificates) 'AAA';

     -- Class 3-B1 certificates ($2,651,000) 'AA';

     -- Class 3-B2 certificates ($1,097,000) 'A', class 3-B3
        certificates ($640,000) 'BBB';

     -- Privately offered class 3-B4 certificates ($366,000)     
        'BB';

     -- Privately offered class 3-B5 certificates ($183,000)
        'B'.

Classes not rated by Fitch:

     -- Privately offered class 3-B6 ($456,834;
     -- Class 1-M ($3,407,000);
     -- Class 1-B1 ($3,052,000);
     -- Class 1-B2 ($1,419,000);
     -- Class 1-B3 ($710,000);
     -- Privately offered class 1-B4 ($709,000);
     -- Class 1-B5 ($497,000);
     -- Class 1-B6 ($355,542);
     -- All of the Group A certificates ($207,275,645).

The 'AAA' rating on the group H senior certificates reflects the
7.15% enhancement provided by the:
     
     * 2.40% class M-1,
     * 2.15% class 1-B1,
     * 1.00% class 1-B2,
     * 0.50% class 1-B3,
     * 0.50% class 1-B4,
     * 0.35% class 1-B4,
     * 0.25% class 1-B5.

The 'AAA' rating on the group W senior certificates reflects the
2.95% enhancement provided by the:

     * 1.45% 3-B1,
     * 0.60% 3-B2,
     * 0.35% 3-B3,
     * 0.20% 3-B4,
     * 0.10% 3-B5, and
     * 0.25% 3-B6.

The ratings on the class 3-B1, 3-B2, 3-B3, 3-B4, and 3-B5
certificates are based on their respective subordination.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  In addition, the
ratings also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures, the
primary servicing capabilities of Countrywide Home Loans Servicing
LP, rated 'RPS1' by Fitch, and Wells Fargo Bank, N.A., rated
'RPS1', and the master servicing capabilities of CitiMortgage,
Inc., rated 'RMS1-'.

The trust will contain 1,415 conventional, adjustable-rate
mortgage loans secured by first liens on one- to four-family
residential properties with an aggregate principal balance of
$532,038,432.  The mortgage loans will be divided into four loan
groups, HI, HII, A, and W.  All the mortgage loans were originated
by:

     -- Countrywide Home Loans, Inc. (Group HI and HII loans),     
     -- Wells Fargo Bank, N.A. (Group W loans),
     -- GMAC Mortgage Corporation (Group A loans), and
     -- Quicken Loans, Inc. (Group A loans) and were then
        acquired directly by Citigroup Global Markets Realty      
        Corp.

Group HI consists of 199 conventional, fully amortizing,
adjustable-rate mortgage loans secured by first liens on single-
family residential properties with an aggregate principal of
$95,615,346.  Each of the mortgage loans is indexed off the One-
Year CMT and 12-Month LIBOR, and 81.52% of the loans pay interest
only for a period of three years, with principal and interest
payments beginning thereafter.  The average principal balance of
the loans in this pool is approximately $480,479.  The mortgage
pool has a weighted average original loan-to-value ratio -- OLTV -
- of 73.03%.  Rate/Term and cash-out refinance loans account for
15.72% and 12.31% of the pool, respectively. The weighted average
FICO score is 693.  

The states with the largest concentrations are:
     
     * California (51.18%),
     * Florida (6.89%) and
     * New Jersey (5.59%).

Group HII consists of 95 conventional, fully amortizing,
adjustable-rate mortgage loans secured by first liens on single-
family residential properties with an aggregate principal of
$46,327,825.  The loans have an initial fixed interest rate period
of seven years, thereafter the interest rate will adjust annually
based on One-Year CMT and 12-Month LIBOR.  Approximately 71.62% of
the loans in Group HII have interest-only terms for seven years,
with principal and interest payments beginning thereafter.  The
average principal balance of the loans in this pool is
approximately $487,661.  The mortgage pool has a weighted average
OLTV of 71.24%.  Rate/Term and cash-out refinance loans account
for 19.59% and 30.28% of the pool, respectively.  The weighted
average FICO score is 689.

The states with the largest concentrations are:

     * California (66.14%),
     * Nevada (4.94%), and
     * Washington (4.92%).

Group A consists of 770 conventional, fully amortizing,
adjustable-rate mortgage loans secured by first liens on single-
family residential properties with an aggregate principal of
$207,252,326.  The loans have no extended initial fixed interest
rate period following origination, thereafter the interest rate
will adjust every six months based on the Six-Month LIBOR.  The
loans in Group A have interest-only terms for 10 years, with
principal and interest payments beginning thereafter.  The average
principal balance of the loans in this pool is approximately
$269,159.  The mortgage pool has a weighted average OLTV of
70.82%.  Rate/Term and cash-out refinance loans account for 48.93%
and 21.09% of the pool, respectively.  The weighted average FICO
score is 722.

The states with the largest concentrations are:

     * California (25.67%),
     * Michigan (8.66%), and
     * Virginia (5.92%).

Group W consists of 351 conventional, fully amortizing,
adjustable-rate mortgage loans secured by first liens on single-
family residential properties with an aggregate principal of
$182,842,934.  The loans have an initial fixed interest rate
period of five years, thereafter the interest rate will adjust
annually based on the One-Year LIBOR.  None of the loans in Group
W have interest-only terms.  The average principal balance of the
loans in this pool is approximately $520,920.  The mortgage pool
has a weighted average OLTV of 69.21%.  Rate/Term and cash-out
refinance loans account for 35.01% and 7.60% of the pool,
respectively.  The weighted average FICO score is 731.

The states with the largest concentrations are:

     * California (50.68%),
     * Illinois (7.70%), and
     * Florida (4.61%)

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/

U.S. Bank National Association will serve as trustee.  Citigroup
Mortgage Loan Trust Inc., a special purpose corporation, deposited
the loans in the trust, which issued the certificates. For federal
income tax purposes, an election will be made to treat the trust
as multiple real estate mortgage investment conduits -- REMICs.


COEUR D'ALENE: Names Dennis Wheeler President & Harry Cougher SVP
-----------------------------------------------------------------
Coeur d'Alene Mines Corporation (NYSE: CDE), disclosed that Harry
Cougher will become Coeur's Senior Vice President of North
American Operations and Robert Martinez has chosen to retire from
the positions of President and Chief Operating Officer, effective
Dec. 31, 2004.  Dennis E. Wheeler, Coeur's Chairman and Chief
Executive Officer, will assume the title of President.

"These changes will solidify Coeur's senior management structure
as we poise ourselves for operational growth in North America
beginning in 2005," said Mr. Wheeler.  "With Harry now responsible
for our North American initiatives and Ray Threlkeld, President
South American Operations, continuing to head up Coeur's South
American activities, I believe we have the organizational
structure in place to deliver the optimal results from our new
projects and current operations.  Additionally, I would like to
take this opportunity to thank Bob Martinez for his significant
contributions to Coeur over his fifteen years with the Company and
wish him a most enjoyable retirement."

Mr. Wheeler continued, "In addition to the ongoing expansion plan
at our Silver Valley underground operations in Idaho, we plan to
begin developing our Kensington underground gold project in Alaska
during 2005.  With nearly thirty-nine years of underground mining
experience, Harry is perfectly suited to lead these efforts."

Since 2001, Mr. Cougher has been the Vice President and General
Manager of Coeur Silver Valley.  In addition to his newly expanded
role, Mr. Cougher will continue to be responsible for the Silver
Valley operations.

                        About the Company

Coeur d'Alene Mines Corporation is the world's largest primary
silver producer, as well as a significant, low-cost producer of
gold.  The Company has mining interests in Nevada, Idaho, Alaska,
Argentina, Chile and Bolivia.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 4, 2004,
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit and senior unsecured debt ratings on Coeur D'Alene Mines
Corporation and removed the ratings from CreditWatch, where they
were placed on June 1, 2004, with positive implications.

The outlook is stable. Coeur D'Alene, an Idaho-based silver and
gold mining company, currently has about $180 million in debt.


CONCERT INDUSTRIES: Implements Final Plan of Arrangement
--------------------------------------------------------
Concert Industries Ltd. (TSX:CNG) reported that its Canadian
operating companies have met all the conditions, and confirms the
implementation, of the previously announced final plan of
arrangement pursuant to the Companies' Creditors Arrangement Act.

The Company also announced that, effective Dec. 31, 2004, all the
directors of Concert have resigned, and the shares and debentures
of the Company have been delisted from the TSX.

With the implementation of the Plan, Concert's Canadian operating
companies have emerged from Companies' Creditors Arrangement Act
protection under their new owner, Tricap Restructuring Fund.

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.


COURTYARD: S&P Withdraws Low-B & Junk Ratings Following Redemption
------------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B' corporate
credit and 'CCC+' senior secured ratings on Courtyard by Marriott
II LP.  

The rating withdrawal reflects the full redemption of its
outstanding 10.75% senior secured notes due 2008 with proceeds
from a $127 million private placement of senior secured notes to
Fortress Credit Opportunities I LP and Fortress Credit
Opportunities II LP.  

Based in Bethesda, Md., the company operates 70 Courtyard by
Marriott-branded hotels.


CYPRESS TREE: Moody's Reviewing Low-B Ratings & May Downgrade
-------------------------------------------------------------
Moody's Investors Service reported that as part of the rating
monitoring process it has placed these Classes of Notes issued by
Cypress Tree Investment Partners II, Ltd., a collateralized debt
obligation issuance, on the Moody's watchlist for possible
downgrade:

   * U.S.$24,400,000 Class B-l Senior Subordinated Secured Fixed
     Rate Notes due January 15, 2012, currently rated Ba3

   * U.S.$30,600,000 Class B-2 Senior Subordinated Secured
     Floating Rated Notes due January 15, 2012, currently rated
     Ba3

Rating Action:     Placement on Moody's Watchlist for possible
                   downgrade

Issuer:            Cypress Tree Investment Partners II, Ltd.

Class Description: U.S.$24,400,000 Class B-l Senior Subordinated
                   Secured Fixed Rate Notes due January 15, 2012

Current rating:    Ba3
New rating:        Ba3 on watch for possible downgrade

Class Description: U.S.$30,600,000 Class B-2 Senior Subordinated
                   Secured Floating Rated Notes due January 15,
                   2012

Current rating:    Ba3
New rating:        Ba3 on watch for possible downgrade


DALLAS AEROSPACE: CIS Air Asks Court to Convert Case to Chapter 7
-----------------------------------------------------------------           
CIS Air Corporation, one of the unsecured creditors of Dallas
Aerospace, Inc.'s chapter 11 bankruptcy case, asks the U.S.
Bankruptcy Court for the Northern District of Texas to convert the
Debtor's Chapter 11 case to a Chapter 7 liquidation proceeding.

CIS Air is one of the largest unsecured creditors of the Debtor,
holding a liquidated unsecured claim in excess of $695,432.00.

CIS Air gives the Court five reasons militating in favor of the
conversion:

   a) there are no secured creditors listed in the Debtor's
      Schedules;

   b) two of the supposedly unsecured creditors listed in the
      Debtor's Schedule F, Banner Aerospace, Inc. and Fairchild
      Holding Corp. are alleged to be affiliates or insiders of
      the Debtor;

   c) investigations concluded that the Statement of Financial
      Affairs filed by the Debtor on October 18, 2004, indicate:

        (i) the Debtor has had no gross income for the years 2002,
            2003, and 2004

       (ii) the Debtor has no other source of income and no
            payments have been made to its creditors since
            September 2004, nor to the two alleged unsecured
            creditors, Banner Aerospace and Fairchild Holding,
        
      (iii) the Debtor lists only three assets, consisting of an
            aircraft engine with a salvage value of $50,000, and
            stocks in PB Hendron Aerospace, Inc. and Dallas
            Aerospace, Inc., but the value of these stocks is
            unknown, and

       (iv) the Debtor has no ongoing business operations and no
            cash flow, and a large sum owed to creditors with no
            apparent means of repaying the debts;

   d) CIS Air is the only non-insider undisputed, liquidated
      unsecured creditor in the Debtor's chapter 11 case and it
      will oppose a proposed plan of reorganization because there
      is no substantial infusion of cash that will fund any
      rehabilitation or reorganization; and

   e) investigations concluded that the only business activity
      the Debtor has been engaged in for the last three years is
      the ongoing litigation between it and CIS Air.

The Court will convene a hearing at 9:00 a.m., on January 19,
2005, to consider CIS Air's conversion motion.

Headquartered in Carrollton, Texas, Dallas Aerospace, Inc., is a
Texas-based aftermarket supplier of engines, engine parts, and
engine management and leasing services, with facilities
in Dallas, Texas, and Miami, Florida.  The Company filed for
chapter 11 protection on October 1, 2004 (Bankr N.D. Tex. Case No.
04-80663).  John Mark Chevallier, Esq., at McGuire, Craddock &
Strother, P.C., represents the Debtor in its restructuring.  When
the Debtor filed for protection from its creditors, it listed
estimated assets of $1 million to $10 million and estimated debts
of $10 million to $50 million.


DII/KBR: Exits Bankruptcy After Final Plan Confirmation Order
-------------------------------------------------------------
Halliburton (NYSE: HAL) disclosed that the District Court's
affirmation order and the Bankruptcy Court's order confirming the
plan of reorganization filed by DII Industries, Kellogg Brown &
Root and other affected Halliburton subsidiaries are now final and
non-appealable.

"This is exceptional news for Halliburton's employees, customers
and shareholders.  I am pleased that we have taken our final step
and permanently resolved our asbestos liability," said Dave Lesar,
chairman, president and chief executive officer of Halliburton.  
"The asbestos chapter in Halliburton's history is closed."

The Debtors are out of the chapter 11 proceedings and can operate
their businesses without Bankruptcy Court supervision.

Halliburton anticipates funding the trusts for current and future
asbestos and silica claimants by the end of January 2005.

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.


EAGLEPICHER HOLDINGS: S&P Puts Low-B Rating on Watch Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Eagle
Picher Inc. and Eagle Picher Holdings Inc., including the 'B+'
corporate credit ratings, on CreditWatch with negative
implications.  At Aug. 30, 2004, the Phoenix, Ariz.-based
industrial manufacturer had about $434 million of total debt
outstanding.

"The CreditWatch listing reflects the company's announcement that
it may break certain of its financial covenants under its bank
credit agreement and account receivable securitization program, as
a result of lower-than-expected profitability on two defense and
space contracts, as well as a variety of operating challenges,
also within its defense and space operations," said Standard &
Poor's credit analyst Joel Levington.  "The company had received
amendments to financial covenants of these facilities for the
Nov. 30, 2004, and subsequent quarters, which may make further
negotiations with its lenders more challenging."

As a result of the operating issues, Eagle Pitcher expects 2004
EBITDA of $70 million-$77 million, down from its initial guidance
of $86 million-$90 million, implying a total debt, including about
$17 million for the present value of operating leases, to EBITDA
ratio of 5.7x-6.3x, compared to our expectations of 4x-5x.

Standard & Poor's will discuss with management the actions it is
taking to address the operating issues within its defense and
space unit, the potential for further challenges on any contracts
accounted for under the percentage-of-completion accounting
method, and its near-to-intermediate term ability to reduce its
debt burden.  We will also evaluate the company's liquidity
position, including its ability to obtain waivers or amendments
under its financing arrangements, if necessary.

Eagle Picher provides products to the automotive, aerospace,
defense, telecommunications, and pharmaceutical markets.


eB2B COMMERCE: March 31 Balance Sheet Upside-Down by $4.2 Million
-----------------------------------------------------------------
eB2B Commerce, Inc. (PK: EBTBQ.PK), a leading provider of
business-to-business transaction management and supplier
enablement solutions, reported its first quarter 2004 results.

Revenue for the first quarter ended March 31, 2004 was $833,000,
compared to $1,031,000 for the same period in 2003, a decline of
$198,000, or 19%.  Compared to the fourth quarter of 2003, total
revenue decreased by $113,000, or 12%, from $946,000.  The decline
in overall and sequential revenue was attributable to the
anticipated contraction of the Company's professional services
consulting business, and other non-core legacy lines of business,
as well as timing of completion of several large projects.

Total expenses for the first quarter ended March 31, 2004 were
$841,000, a decrease of $419,000, or 33%, from the $1,260,000
reported in the first quarter of 2003.  Loss from continuing
operations for the quarter ended March 31, 2004 was $179,000
compared to a loss of $392,000 for the same period in 2004, an
improvement of $213,000.

Net loss in the first quarter of 2004 was $179,000, compared to
$415,000 for the same period last year, an improvement of
$236,000.

Net cash used in operating activities for the quarter ended
March 31, 2004 was $131,000 versus cash used in operating
activities of $934,000 for the first quarter of 2003.

At March 31, 2004, the Company had approximately $214,000 of cash
and cash equivalents, and a negative working capital position of
$4,645,000.

On October 27, 2004, the Company filed a Plan of reorganization
under Chapter 11 of the U.S. Bankruptcy Code in the Southern
District of New York, Bankruptcy Case Number 04-16926(CB) in order
to effectuate a settlement with its Senior Secured Noteholders,
who had demanded acceleration of their Notes as a result of the
Company's default on interest payments.  A confirmation hearing
has been scheduled in the case for Jan. 26, 2005.

Investors may secure a copy of the Disclosure Statement in the
bankruptcy case at the Bankruptcy Court's Internet site at
http://www.nysb.uscourts.gov/ Alan Halperin and Bob Raicht of  
Halperin, Battaglia, and Raicht, LLP are representing the Company.

Headquartered in New York, New York, eB2B Commerce provides
business-to-business transaction management services that simplify
trading partner integration, automation, and data exchange across
the order management life cycle. The Company filed for chapter 11
protection on Oct. 27, 2004 (Bankr. S.D.N.Y. Case No. 04-16926).
Alan D. Halperin, Esq., at Halperin Battaglia Raicht LLP
represents the Debtor in its restructuring efforts. When the
Debtor filed for protection from its creditors, it listed
$1,232,200 in total assets and $5,546,900 in total debts.

At March 31, 2004, eB2B Commerce's balance sheet showed a
$4,239,000 stockholders' deficit.


FIRST FRANKLIN: Fitch Rates $12.425 Million Certs. at 'BB+'
-----------------------------------------------------------
First Franklin Mortgage Loan Trust, mortgage pass-through
certificates, series 2004-FF8, are rated:

     -- $1,016,346,000 class A-1, A-2A, A-2B, and A-2C 'AAA';
     -- $39,759,000 class M-1 certificates 'AA+';
     -- $33,547,000 class M-2 certificates 'AA+';
     -- $60,260,000 class M-3 certificates 'AA-';
     -- $18,016,000 class M-4 certificates 'A';
     -- $14,910,000 class B-1 certificates 'A-';
     -- $11,182,000 class B-2 certificates 'BBB+';
     -- $6,834,000 class B-3 certificates 'BBB';
     -- $12,425,000 class B-4 certificates 'BB+'.

The 'AAA' rating on the senior certificates reflects the 18.20%
total credit enhancement provided by:

     * the 3.20% class M-1,
     * the 2.70% class M-2,
     * the 4.85% class M-3,
     * the 1.45% class M-4,
     * the 1.20% class B-1,
     * the 0.90% class B-2,
     * the 0.55% class B-3,
     * the 1.00% non-offered class B-4, and
     * the 2.35% initial overcollateralization -- OC.

All certificates have the benefit of monthly excess cash flow to
absorb losses.  In addition, the ratings reflect the quality of
the loans and the integrity of the transaction's legal structure,
as well as the primary servicing capabilities of Countrywide Home
Loan Servicing LP, rated 'RPS1' by Fitch, and Wells Fargo Bank,
N.A., as trustee.

As of the cut-off date, Dec. 1, 2004, the mortgage loans have an
aggregate balance of $1,242,477,719.  The weighted average loan
rate is approximately 6.694%.  The weighted average remaining term
to maturity is 355 months.  The average cut-off date principal
balance of the mortgage loans is approximately $205,300.  The
weighted average original loan-to-value ratio is 81.18%, and the
weighted average Fair, Isaac & Co. -- FICO -- score was 649.  

The properties are primarily located in:

     * California (43.05%),
     * Florida (6.22%), and
     * Illinois (4.23%).


FRANKLIN CAPITAL: Wants Stockholders' Nod on Election Withdrawal
----------------------------------------------------------------
Franklin Capital Corporation's (AMEX: FKL) Board of Directors has
unanimously determined to seek stockholder approval at its 2004
annual meeting of stockholders to withdraw its election to be
regulated as a business development company under the Investment
Company Act of 1940.

"This is yet another significant step towards the realization of
the strategic restructuring plan that we previously announced in
June 2004 for Franklin Capital," said Milton "Todd" Ault, III, the
Chairman and Chief Executive Officer of Franklin Capital.  "The
restructuring plan contemplated that Franklin Capital would change
its business operations to concentrate on buying controlling
equity stakes in medical products/health care solutions and
financial services companies.  Because Franklin Capital now
believes such business operations are incompatible with being
regulated as a business development company under the Investment
Company Act of 1940, Franklin Capital's board of directors
concluded that it is in the best interest of Franklin Capital and
its stockholders to withdraw its election to be regulated as a
business development company."

Franklin Capital will file a proxy statement in connection with
its 2004 annual meeting of stockholders.  Franklin Capital's
stockholders are advised to read the proxy statement relating to
the annual meeting of stockholders of Franklin Capital when it
becomes available, as it will contain important information.  
Stockholders will be able to obtain this proxy statement, any
amendments or supplements thereto, and any other documents filed
by Franklin Capital with the Securities and Exchange Commission
for free at the Internet website maintained by the Securities and
Exchange Commission at http://www.sec.gov/ Also, Franklin Capital  
will mail the proxy statement to each stockholder of record on the
record date to be established for 2004 annual meeting of
stockholders of Franklin Capital.  Copies of the proxy statement
and any amendments and supplements thereto will also be available
for free by writing to:

         Corporate Secretary
         Franklin Capital Corporation
         100 Wilshire Boulevard
         Suite 1500
         Santa Monica, Calif. 90401

Franklin Capital, its directors and its executive officers may be
deemed to be participants in the solicitation of proxies in
connection with the 2004 annual meeting of stockholders. These
persons may have interests in the solicitation by reason of their
beneficial ownership of shares of common stock of Franklin Capital
and by virtue of agreements and arrangements with Franklin
Capital. The names of the directors and executive officers of
Franklin Capital who may be deemed to be participants in the
solicitation are listed below, together with their respective
positions with Franklin Capital and the number of shares of
Franklin Capital's common stock and preferred stock that each such
person beneficially owned as of December 31, 2004.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 24, 2004,
Franklin Capital Corporation's former independent accountants,
Ernst & Young LLP, indicated in its reports dated March 5, 2004
and March 7, 2003 on Franklin's financial statements, substantial
doubt about the company's ability to continue as a going concern.


FREEDOM MEDICAL: Turns to Adelman Lavine for Bankruptcy Counsel
---------------------------------------------------------------           
Freedom Medical, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania for permission to employ Adelman
Lavine Gold and Levin as its general bankruptcy counsel.

Adelman Lavine is expected to:

   a) provide legal advise with respect to the Debtor's powers and
      duties as a debtor-in-possession in the continued operation
      of its business and management of its property;

   b) take necessary actions to protect and preserve the Debtor's
      estate, including the prosecution of actions on behalf of
      the Debtor and the defense of any actions commenced against
      the Debtor;

   c) prepare, present and respond, on behalf of the Debtor, to
      necessary applications, motions, answers, orders, reports
      and other legal papers in connection with the administration
      of the Debtor's chapter 11 case;

   d) negotiate and prepare on the Debtor's behalf any plan of
      reorganization and its disclosure statement, all related
      agreements and documents to the plan and disclosure
      statement, and obtain confirmation for the plan;

   e) attend meeting and negotiations with representatives of the
      creditors and other parties in interest and advise and
      consult the Debtor on the conduct of its chapter 11 case;

   f) advise the Debtor with respect to aspects of bankruptcy law
      for any proposed sale or disposition of the Debtor's assets
      and efforts to obtain DIP financing; and

   g) perform all other legal services to the Debtor that are
      necessary and appropriate in connection with its chapter 11
      case.

Barry D. Kleban, Esq., a Member Adelman Lavine, is the lead
attorney for the Debtor's restructuring.  Mr. Kleban discloses
that the Firm received a $166,500.00 retainer.  Mr. Kleban will
bill the Debtor $425 per hour.

Mr. Kleban reports Adelman Lavine's professionals bill:

    Designation                    Hourly Rate
    -----------                    -----------
    Shareholders/Principals        $325 - 465
    Associates                      175 - 300
    Paralegals                      155 - 160
    Administrative Assistants          
    and Document Clerks             100 - 135

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

Headquartered in Exton, Pennsylvania, Freedom Medical, Inc., --
http://www.freedommedical.com/-- sells electronic medical  
equipment and related services to hospitals, alternate site
healthcare providers, and EMS transport organizations.  The
Company filed for chapter 11 protection on December 29, 2004
(Bankr. E.D. Pa. Case No. 04-37092).  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts of $10 million to $50 million.


GEO SPECIALTY: Emerges from Bankruptcy After Nine Months
--------------------------------------------------------
GEO Specialty Chemicals, Inc., and its subsidiary, GEO Specialty
Chemicals Limited emerged from bankruptcy on Dec. 31, 2004,
pursuant to their plan of reorganization approved by the United
States Bankruptcy Court for the District of New Jersey.

"GEO's emergence from Chapter 11 in just over nine months from its
filing date is a testament to the hard work and commitment of our
employees and the support of our financing sources, key vendors
and customers.  Our plan ultimately enjoyed the support of all
classes of creditors and its confirmation by the Bankruptcy Court
on Dec. 20, 2004, clears the way for a significantly de-levered
GEO to focus on serving its customers with a view to sustained
profitable growth," said George P. Ahearn, GEO's President and
CEO.

Through its reorganization GEO has discharged over $135 million of
unsecured obligations and cancelled its prepetition common shares
and warrants.  On Dec. 31, GEO repaid its prepetition senior
secured facilities and debtor-in-possession arrangement with its
new $125 million senior note facility.  The new facility provides
GEO with approximately $10 million in additional liquidity.  
Pursuant to the plan, GEO will also make cash distributions of
approximately $4.3 million to general unsecured creditors and
certain key continuing vendors.  GEO currently intends to remain a
privately held company.

William P. Eckman, GEO's Executive Vice President and CFO, said
"The closing of our new financing is expected to provide adequate
funding for GEO's ongoing operating needs.  The combination of our
improved liquidity and key continuing vendor program should allow
us to return to normal trade credit terms in the near future."  
Mr. Ahearn added, "We have seen a significant improvement in our
financial performance during the 12 months ended Nov. 30, 2004,
with EBITDA of $22.2 million during that period, up from $15.3
million for the same period in 2003.  Revenues for the 12 months
ended November 30, 2004 were $170 million, up from $153 million
for the same period in 2003.  The preliminary outlook for 2005 is
for continued top line growth and an improvement in earnings
driven primarily by sustained increases in the U.S. economy, more
favorable export opportunities due to the decline in the dollar
and higher prices overall."

Headquartered in Harrison, New Jersey, GEO Specialty Chemicals,
Inc. -- http://www.geosc.com/-- develops, manufactures and
markets a wide variety of specialty chemicals, including over 300
products sold to major industrial customers for various end-use
applications including water treatment, wire and cable, industrial
rubber, oil and gas production, coatings, construction, and
electronics.  The Company filed for chapter 11 protection on March
18, 2004 (Bankr. N.J. Case No. 04-19148).  Alan Lepene, Esq.,
Robert Folland, Esq., and Sean A. Gordon, Esq., at Thompson Hine,
LLP, and Brian L. Baker, Esq., Howard S. Greenberg, Esq., and
Stephen Ravin, Esq., at Ravin Greenberg, PC, represent the Debtors
in their restructuring efforts.  On September 30, 2003, the
Debtors listed $264,142,000 in total assets and $215,447,000 in
total debts.


GMACM MORTGAGE: Fitch Assigns 'B' Rating on $408,000 Class B-2
--------------------------------------------------------------
Fitch rates GMACM's $407.4 million mortgage pass-through
certificates, series 2004-J6:

     -- $398,019,831 classes 1-A-1, 2-A-1 - 2-A-7, PO, IO, R-I -
        R-III (collectively, the senior certificates) 'AAA';

     -- $5,508,200 class M-1 'AA';

     -- $1,836,000 class M-2 'A';

     -- $1,020,000 class M-3 'BBB';

     -- $612,000 privately offered class B-1 'BB';

     -- $408,000 privately offered class B-2 'B'.

The privately offered class B-3 certificates are not rated by
Fitch.

The 'AAA' rating on the senior certificates reflects the 2.45%
subordination provided by the:

     * 1.35% class M-1 certificate,
     * 0.45% class M-2 certificate,
     * 0.25% class M-3 certificate,
     * 0.15% privately offered class B-1 certificate,
     * 0.10% privately offered class B-2 certificate, and
     * 0.15% privately offered class B-3 certificate.

The ratings on the class M-1, M-2, M-3, B-1, and B-2 certificates
are based on their respective subordination.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  In addition, the
ratings reflect the quality of the mortgage collateral and the
strength of the legal and financial structures and GMAC Mortgage
Corporation's, rated 'RPS1' by Fitch, capabilities as servicer.

The trust consists of two groups.  As of the cut-off date, Dec. 1,
2004, group one consists of 342 conventional, fully amortizing 15-
year fixed-rate, mortgage loans secured by first liens on one- to
four-family residential properties, with an aggregate principal
balance of $155,197,318.  The average unpaid principal balance as
of the cut-off date is $453,793.  The weighted average original
loan-to-value ratio -- OLTV -- is 63.46%.  The weighted average
FICO score for the pool is 737. Rate/Term and cash-out refinance
loans represent 34.73% and 30.79% of the loan pool, respectively.

The states that represent the largest portion of the mortgage
loans are:

     * California (24.61%),
     * Massachusetts (7.17%),
     * Texas (6.73%), New Jersey (5.67%), and
     * Michigan (5.66%).

All other states represent less than 5% concentration of the total
mortgage pool.

As of the cut-off date, group two consists of 555 conventional,
fully amortizing 30-year fixed-rate, mortgage loans secured by
first liens on one- to four-family residential properties, with an
aggregate principal balance of $252,818,912.  The average unpaid
principal balance as of the cut-off date is $455,529.  The
weighted average OLTV is 69.72%. The weighted average FICO score
for the pool is 737.  Rate/Term and cash-out refinance loans
represent 27.91% and 32.36% of the loan pool, respectively.

The states that represent the largest portion of the mortgage
loans are:

     * California (39.16%),
     * Massachusetts (11.84%),
     * New Jersey (7.41%), and
     * New York (5.33%).

All other states represent less than 5% concentration of the total
mortgage pool.

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 loans were sold by GMAC Mortgage Corporation to Residential
Asset Mortgage Products, the depositor.  The depositor, a special
purpose corporation, deposited the loans in the trust, which then
issued the certificates.  For federal income tax purposes,
elections will be made to treat the trust fund as three real
estate mortgage investment conduits -- REMICs.


GSR MORTGAGE: Moody's Rates Cert. Classes 1B4 & 1B5 at Low-B
------------------------------------------------------------
Moody's Investors Service assigned a rating of Aaa to the senior
certificates issued in the GSR Mortgage LoanTrust 2004-12
securitization of prime-quality jumbo 30-year adjustable rate and
hybrid loans.  In addition ratings of Aa2, A2, Baa2, Ba2 and B2
were also assigned to Classes 1B1, 1B2, 1B3, 1B4 and 1B5,
respectively.

According to Moody's analyst Amita Shrivastava, the ratings of the
certificates are based on the quality of the underlying mortgage,
the credit support provided through subordination, the legal
structure of the transaction, as well as the capability of the
servicers of the mortgage loans.

The underlying collateral consists predominantly of hybrid
mortgage loans with an original term to maturity of 30-years
backed by first liens on one to four family residential
properties.  The mortgage rates for almost all the loans are fixed
for a certain period of time from origination after which they are
reset monthly, semi-annually or annually.  Goldman Sachs has
acquired these loans from various originators.  The originators or
their affiliates will be servicing their own respective
originations.

The underlying mortgage loans have an average current principal
balance of $449,883 with a weighted average current loan-to-value
ratio of 72.4%.  The mortgage loans are divided into three groups.
The prefix of the certificates corresponds to the loan group they
are associated with.

The complete rating actions are:

Issuer:    GSR Mortgage Loan Trust 2004-12

Depositor: GS Mortgage Securities Corp.

Servicers: Various

              Class             Amount      Rating
              -----             ------      ------
              Class 1A1   $299,849,000      Aaa
              Class 1A2     $6,518,000      Aaa
              Class 1AX  Interest Only      Aaa
              Class 2A1    $96,813,000      Aaa
              Class 2A2   $150,000,000      Aaa
              Class 2A3    $60,000,000      Aaa
              Class 2AX1 Interest Only      Aaa
              Class 2AX2 Interest Only      Aaa
              Class 2AX3 Interest Only      Aaa
              Class 3A1    $90,841,000      Aaa
              Class 3A2    $35,697,000      Aaa
              Class 3A3    $63,505,000      Aaa
              Class 3A4    $38,519,000      Aaa
              Class 3A5    $32,825,000      Aaa
              Class 3A6    $88,679,000      Aaa
              Class 1B1     $8,800,000      Aa2
              Class 1B2     $3,585,000      A2
              Class 1B3     $2,770,000      Baa2
              Class R             $100      Aaa
              Class 1B4     $1,467,000      Ba2
              Class 1B5       $815,000      B2


HEALTHSOUTH CORP: Inks Global Settlement Pact with Justice Dept.
----------------------------------------------------------------
HealthSouth Corporation (OTC Pink Sheets: HLSH) today announced
that it has signed a definitive global settlement agreement with
the U.S. Department of Justice - Civil Division (DOJ), the Office
of Inspector General of the Department of Health and Human
Services (OIG), and the Centers for Medicare & Medicaid Services
(CMS) to resolve issues associated with various Medicare billing
practices.  The settlement agreement includes a total cash payment
of $325 million (plus interest) with an initial payment of $75
million and the balance to be paid quarterly over the course of
three years.

"The resolution of this matter is an important step toward moving
forward and resolving the issues inherited by our new management
team," said HealthSouth President and CEO Jay Grinney.  
"HealthSouth's new management team is dedicated to developing a
corporate culture characterized by integrity, quality and
compliance - supporting our employees in their ongoing efforts to
provide high quality care to patients across the country."

HealthSouth said provisions for these settlement amounts have been
incorporated in HealthSouth's long-term financial projections.  
"We have been in negotiations on this settlement for some time and
have taken these payments into account as we plan for the future.  
As I have mentioned in the past, I believe we will be able to make
these payments without compromising the resources necessary to
manage our facilities in a quality manner," Mr. Grinney said.

The global settlement agreement resolves litigation brought by the
DOJ in 2002 regarding certain outpatient physical therapy
practices (including issues concerning "group therapy" or
"concurrent therapy" billing).  Also, the settlement will close an
investigation -- begun in April 2003 after the Company's financial
accounting was called into question -- into prior Medicare cost
reporting practices.  As part of the settlement, the Company has
signed an amended corporate integrity agreement with the OIG.

The settlement also includes the resolution of all Medicare cost
report, home office cost statement, and appeal issues between
HealthSouth and CMS for cost report periods ending on or before
December 31, 2003.

HealthSouth was represented in the settlement negotiation by Reed
Smith LLP.

                        About the Company

HealthSouth is one of the nation's largest providers of outpatient
surgery, diagnostic imaging and rehabilitative healthcare
services, operating facilities nationwide.  HealthSouth can be
found on the Web at http://www.healthsouth.com/

                          *     *     *

                       Notice of Late Filing

HealthSouth Corporation filed a notification with the Securities
and Exchange Commission disclosing the Company's inability to
complete the preparation of its financial statements for the
period ended Sept. 30, 2004, due to the investigation conducted by
SEC and the Department of Justice.  The Company said it engaged a
forensic review team from PricewaterhouseCoopers LLP to review the
Company's prior financial statements and retained Grant Thornton
to assist in the reconstruction of the Company's financial
accounts.  

As previously disclosed, the Company does not expect to file its
restated historical financial statements for periods ended on or
before December 31, 2003 with the SEC until the Company has
completed the reconstruction of its financial records and
PricewaterhouseCoopers completes its audit.  The Company currently
estimates that such financial statements will not be completed
until the first quarter of 2005.


HOLLINGER INC: Appoints Communications Advisor & Consultant
-----------------------------------------------------------
Hollinger, Inc., has commissioned Carol Hansell, a Partner in the
Toronto law firm Davies Ward Phillips & Vineberg LLP, and retired
Major-General Richard Rohmer, a former Hollinger Director and
Counsel to the law firm of Rohmer and Fenn, to review its
corporate governance practices and to recommend changes.  The
report of Ms. Hansell and Major-General Rohmer is expected to be
presented to Hollinger's Board in January 2005.  Separately,
Hollinger has appointed Hill & Knowlton Canada for ongoing
communications counsel and advice.

Ernst & Young, Inc., the Inspector, is also continuing the
inspection of Hollinger's related party transactions pursuant to
an Order of the Superior Court of Justice of Ontario made pursuant
to s. 229(1) of the Canada Business Corporations Act.  The
Inspector has now provided four interim Reports with respect to
its inspection of Hollinger.  The Fourth Interim Report dated
December 22, 2004 is to be provided to the Court before the
parties appear next before Justice Colin L. Campbell on January 6
and 7, 2005.  Hollinger and its staff have given their full,
unfettered and unrestricted assistance to the Inspector in
carrying out its duties, including access to all files and
electronic data.  Hollinger International has also assisted the
Inspector in this regard.

Hollinger's principal asset is its approximately 68.0% voting and
18.2% equity interest in Hollinger International. Hollinger
International is a newspaper publisher whose assets include the
Chicago Sun-Times and a large number of community newspapers in
the Chicago area, a portfolio of new media investments and a
variety of other assets.

                         *     *     *

As reported in the Troubled Company Reporter on August 31, 2004,
as a result of the delay in the filing of Hollinger's 2003 Form
20-F (which would include its 2003 audited annual financial
statements) with the United States Securities and Exchange
Commission by June 30, 2004, Hollinger is not in compliance with
its obligation to deliver to relevant parties its filings under
the indenture governing its senior secured notes due 2011.
Approximately $78 million principal amount of Notes is outstanding
under the Indenture.  On August 19, 2004, Hollinger received a
Notice of Event of Default from the trustee under the Indenture
notifying Hollinger that an event of default has occurred under
the Indenture.  As a result, pursuant to the terms of the
Indenture, the trustee under the Indenture or the holders of at
least 25 percent of the outstanding principal amount of the Notes
will have the right to accelerate the maturity of the Notes.

Approximately $5 million in interest on the Notes was due on
September 1, 2004.  Hollinger has deposited the full amount of the
interest payment with the trustee under the Indenture and
noteholders will receive their interest payment in a timely
manner.

There was in excess of $267.4 million aggregate collateral
securing the $78 million principal amount of the Notes
outstanding.

Hollinger also received notice from the staff of the Midwest
Regional Office of the U.S. Securities and Exchange Commission
that they intend to recommend to the Commission that it authorize
civil injunctive proceedings against Hollinger for certain alleged
violations of the U.S. Securities Exchange Act of 1934 and the
Rules thereunder.  The notice includes an offer to Hollinger to
make a "Wells Submission", which Hollinger will be making, setting
forth the reasons why it believes the injunctive action should not
be brought.  A similar notice has been sent to some of Hollinger's
directors and officers.


HOLLINGER: Declares $2.50 Dividend Per Class A or B Common Share
----------------------------------------------------------------
As of the close of business on December 24, 2004, Hollinger, Inc.,
and its subsidiaries (other than Hollinger International and its
subsidiaries) had approximately US$9.44 million of cash or cash
equivalents on hand and Hollinger owned, directly or indirectly,
782,923 shares of Class A Common Stock and 14,990,000 shares of
Class B Common Stock of Hollinger International.  Based on the
December 29, 2004 closing price of the shares of Class A Common
Stock of Hollinger International on the New York Stock Exchange of
US$18.31, the market value of Hollinger's direct and indirect
holdings in Hollinger International was US$288,802,220.  All of
Hollinger's direct and indirect interest in the shares of Class A
Common Stock of Hollinger International are being held in escrow
with a licensed trust company in support of future retractions of
its Series II Preference Shares.  All of Hollinger's direct and
indirect interest in the shares of Class B Common Stock of
Hollinger International are pledged as security in connection with
Hollinger's outstanding 11.875% Senior Secured Notes due 2011 and
11.875% Second Priority Secured Notes due 2011.  In addition,
Hollinger has previously deposited with the trustee under the
indenture governing the Senior Notes approximately US$10.5 million
in cash as collateral in support of the Senior Notes (which cash
collateral is also collateral in support of the Second Priority
Notes, subject to being applied to satisfy future interest payment
obligations on the outstanding Senior Notes as permitted by
amendments to the Senior Indenture).  Consequently, there is
currently in excess of US$284.9 million aggregate collateral
securing the US$78 million principal amount of the Senior Notes
and the US$15 million principal amount of the Second Priority
Notes outstanding.

                        Special Dividend

On December 17, 2004, the Board of Directors of Hollinger
International declared a special dividend of US$2.50 per share of
Class A Common Stock and Class B Common Stock of Hollinger
International to holders of record of the Shares on
January 3, 2005, payable on January 18, 2005.  The Board of
Directors of Hollinger International also declared a regular
quarterly dividend of US$0.05 per Share to be paid on
January 18, 2005 to shareholders of record on January 3, 2005.
Based on the number of Shares currently owned directly or
indirectly by Hollinger, on January 18, 2005, Hollinger will be
entitled to receive an aggregate of US$39,432,307.50 in respect of
the special dividend and an aggregate of US$788,646.15 in respect
of the regular dividend on the Shares.  Hollinger International
previously agreed not to block any payment to Hollinger unless it
is required to do so by a court order (which it will not seek),
statute or regulation.  There is to be no reduction or set-off.  
Hollinger in turn previously agreed to an extension of the
injunction granted by Vice-Chancellor Strine in Delaware limiting
Hollinger's control of Hollinger International beyond its original
October 31, 2004, expiration date to the earlier of the date the
proceeds from the strategic process have been distributed to
Hollinger International's shareholders and January 31, 2005.

The special dividend declared by Hollinger International will
result in it distributing approximately US$227 million of the net
proceeds from the sale of The Telegraph Group.  In announcing the
declaration of the special dividend, Hollinger International
stated that it was committed to distributing to its shareholders,
including Hollinger, a total of US$500 million of the net proceeds
of the sale of The Telegraph Group.  It proposes to distribute the
balance of these proceeds in the form of a tender offer for shares
of its Common Stock after it publishes its delinquent financial
statements and other reports.  Alternatively, Hollinger
International may consider a further special dividend but it gave
no assurances that it would distribute cash to shareholders in
either form.

Hollinger commenced honouring retractions of its Series II
Preference Shares on October 28, 2004.  On retraction, each Series
II Preference Share is exchangeable into a fixed number (being
0.46) of shares of Class A Common Stock of Hollinger International
or, at Hollinger's option, cash of equivalent value.  To date, the
retractions have been effected by Hollinger delivering 0.46 of a
share of Class A Common Stock of Hollinger International owned
directly or indirectly by it in exchange for each retracted Series
II Preference Share.  Since October 28, 2004, Hollinger has
delivered 9,637 shares of Class A Common Stock of Hollinger
International and no cash pursuant to retractions of its Series II
Preference Shares.  Retractions of Hollinger's outstanding
retractable common shares submitted after May 31, 2004 continue to
be suspended until further notice.

Hollinger's principal asset is its approximately 68.0% voting and
18.2% equity interest in Hollinger International. Hollinger
International is a newspaper publisher whose assets include the
Chicago Sun-Times and a large number of community newspapers in
the Chicago area, a portfolio of new media investments and a
variety of other assets.

                         *     *     *

As reported in the Troubled Company Reporter on August 31, 2004,
as a result of the delay in the filing of Hollinger's 2003 Form
20-F (which would include its 2003 audited annual financial
statements) with the United States Securities and Exchange
Commission by June 30, 2004, Hollinger is not in compliance with
its obligation to deliver to relevant parties its filings under
the indenture governing its senior secured notes due 2011.
Approximately $78 million principal amount of Notes is outstanding
under the Indenture.  On August 19, 2004, Hollinger received a
Notice of Event of Default from the trustee under the Indenture
notifying Hollinger that an event of default has occurred under
the Indenture.  As a result, pursuant to the terms of the
Indenture, the trustee under the Indenture or the holders of at
least 25 percent of the outstanding principal amount of the Notes
will have the right to accelerate the maturity of the Notes.

Approximately $5 million in interest on the Notes was due on
September 1, 2004.  Hollinger has deposited the full amount of the
interest payment with the trustee under the Indenture and
noteholders will receive their interest payment in a timely
manner.

There was in excess of $267.4 million aggregate collateral
securing the $78 million principal amount of the Notes
outstanding.

Hollinger also received notice from the staff of the Midwest
Regional Office of the U.S. Securities and Exchange Commission
that they intend to recommend to the Commission that it authorize
civil injunctive proceedings against Hollinger for certain alleged
violations of the U.S. Securities Exchange Act of 1934 and the
Rules thereunder.  The notice includes an offer to Hollinger to
make a "Wells Submission", which Hollinger will be making, setting
forth the reasons why it believes the injunctive action should not
be brought.  A similar notice has been sent to some of Hollinger's
directors and officers.


HOLLINGER INT'L: Has Until March 31 to File 2003 Annual Report
--------------------------------------------------------------
Hollinger, Inc., and Hollinger International, Inc., continue to
pursue, on a without prejudice basis, the conclusion of mutually
acceptable arrangements to permit the audit of Hollinger's 2003
annual financial statements to begin as soon as possible.

Hollinger's 2003 annual financial statements cannot be completed
and audited until Hollinger International's 2003 annual financial
statements are completed.  Based upon public statements previously
made by Hollinger International, it was expected that its 2003
annual financial statements would have been issued in the last
week of December 2004.  However, now Hollinger International has
advised Hollinger that it and its auditors need additional time to
review the final report of the investigation by the Special
Committee established by Hollinger International, which report was
released on August 30, 2004, and to assess its impact, if any, on
the results of operations of Hollinger International before it can
complete and file its 2003 annual financial statements.

Hollinger International indicated that it expects to be able to
complete its financial statements (and related MD&A) for its
fiscal year ended December 31, 2003 by no later than mid-January,
2005, and within approximately two months thereafter to complete
its interim financial statements for the fiscal quarters ended
March 31, June 30 and September 30, 2004.  This is a necessary but
not sufficient condition to permit Hollinger to complete and file
its financial statements for the same periods as the completion
and audit of Hollinger's financial statements will require a level
of co-operation from Hollinger International and its auditors
which is still in negotiation.

Following the filing of Hollinger International's financial
statements, Hollinger's Audit Committee will consider what, if
any, additional financial information and alternative financial
statements Hollinger will be in a position to publicly disclose
and complete as a consequence of Hollinger International's filing.

                   NYSE Extends Filing Deadline

The New York Stock Exchange -- NYSE -- has granted the Company an
extension of up to an additional three months to file its Annual
Report on Form 10-K for the year ended December 31, 2003, with the
Securities and Exchange Commission -- SEC, during which time the
Company's stock will remain listed on the NYSE.  The extension is
subject to review by the NYSE on an ongoing basis.  In the event
that the Company does not complete its 2003 Annual Report on Form
10-K by March 31, 2005, the NYSE will move forward with the
initiation of suspension procedures.

As previously announced, the Company's outside auditor is
conducting its final review of the Company's 2003 Annual Report on
Form 10-K, and the Company expects to file the Report with the SEC
no later than mid-January, 2005.  The Company also expects to
become current on its quarterly reports for 2004 within
approximately two months following the filing of its 2003 Annual
Report on Form 10-K.

As reported in the Troubled Company Reporter on August 31, 2004,
as a result of the delay in the filing of Hollinger's 2003 Form
20-F (which would include its 2003 audited annual financial
statements) with the United States Securities and Exchange
Commission by June 30, 2004, Hollinger is not in compliance with
its obligation to deliver to relevant parties its filings under
the indenture governing its senior secured notes due 2011.
Approximately $78 million principal amount of Notes is outstanding
under the Indenture.  On August 19, 2004, Hollinger received a
Notice of Event of Default from the trustee under the Indenture
notifying Hollinger that an event of default has occurred under
the Indenture.  As a result, pursuant to the terms of the
Indenture, the trustee under the Indenture or the holders of at
least 25 percent of the outstanding principal amount of the Notes
will have the right to accelerate the maturity of the Notes.

Approximately $5 million in interest on the Notes was due on
September 1, 2004.  Hollinger has deposited the full amount of the
interest payment with the trustee under the Indenture and
noteholders will receive their interest payment in a timely
manner.

There was in excess of $267.4 million aggregate collateral
securing the $78 million principal amount of the Notes
outstanding.

Hollinger also received notice from the staff of the Midwest
Regional Office of the U.S. Securities and Exchange Commission
that they intend to recommend to the Commission that it authorize
civil injunctive proceedings against Hollinger for certain alleged
violations of the U.S. Securities Exchange Act of 1934 and the
Rules thereunder.  The notice includes an offer to Hollinger to
make a "Wells Submission", which Hollinger will be making, setting
forth the reasons why it believes the injunctive action should not
be brought.  A similar notice has been sent to some of Hollinger's
directors and officers.

Hollinger's principal asset is its approximately 68.0% voting and
18.2% equity interest in Hollinger International. Hollinger
International is a newspaper publisher whose assets include the
Chicago Sun-Times and a large number of community newspapers in
the Chicago area, a portfolio of new media investments and a
variety of other assets.

                         *     *     *

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

Ratings withdrawn:

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

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

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

Ratings confirmed:

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

The outlook is changed to positive.


IKON OFFICE: Moody's Says Liquidity Position is Very Good
---------------------------------------------------------
Moody's assigned a first time speculative grade liquidity rating
of SGL-1 for IKON Office Solutions, indicating very good
liquidity.  The rating considers its $473 million of cash balances
at September 2004, expectations of adequate cash flow from
operations to finance capital expenditures, and good room under
the covenants in its largely undrawn $200 million secured bank
facility, all in the context of its public debt maturities, which
total approximately $57 million over the next twelve months.

IKON's cash flow from operations along with available cash
balances of $473 million as of fiscal year ended September 2004
should be more than sufficient to fund capital expenditures over
the next year.  Moody's notes that as part of its exit from the
finance business in North America, IKON is expected to continue
paying deferred tax liabilities through 2005, although the amounts
should be significantly lower than the $287 million paid in fiscal
2004.  Partially offsetting the payment of deferred taxes is the
net effect of the continued wind down of the retained North
American finance receivables, the collection of which will be used
to pay off related debt as well as related deferred taxes.

Over the next twelve months, we expect IKON's cash balances to
exceed $300 million after meeting all debt obligations, and after
paying deferred taxes that are due as a result of its exit from
the finance business in North America.  Additionally, aside from
about $30 million to $40 million of letter of credit usage, we
expect there to be no direct borrowings under its $200 million
secured revolving credit facility that matures in 2008.  While
beyond the time horizon of the speculative grade liquidity
analysis, IKON's bank facility maturity could be as early as
November 15, 2006 if certain liquidity conditions are not met.  
Therefore, absent obvious conditions that would easily satisfy the
requirements, overall analysis assumes a bank facility maturity of
November 15, 2006.

Moody's expects the company will remain well inside its financial
covenants under its bank facility.  The bank facility has six
financial covenants, the tightest of which is a maximum debt to
EBITDA of 3.75 times at September 2004 that declines to 3.5 times
later in 2005.

Through 2005, this covenant as defined allows for an estimated 29%
reduction in EBITDA, providing good covenant room.  With respect
to a minimum net worth test, a cushion of almost $300 million
could be eroded to the extent that there are write downs of
goodwill.  While Moody's does not expect any write down, this
element nonetheless bears monitoring with regard to ongoing access
to its bank facility.  IKON's bank facility, secured by most of
its liquid assets, does allow for additional carve outs for asset
sales and additional secured financing, however these amounts are
fairly modest.

IKON Office Solutions, headquartered in Malvern, Pennsylvania
distributes and services office copier equipment and provides
document facilities management services, primarily in North
America.

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 10, 2004,
Standard & Poor's Ratings Services lowered its corporate credit
rating on IKON Office Solutions, Inc., and its wholly owned
subsidiary IOS Capital LLC to 'BB' from 'BBB-'.  The ratings were
removed from CreditWatch, where they had been placed on
Dec. 11, 2003, following IKON's announcement that it had entered
into an asset-purchase and lease-financing agreement with
(unrated) GE Vendor Financial Services.  The outlook is stable.


INSIGHT HEALTH: Launches $25 Million 9-7/8% Sr. Sub. Debt Offering  
------------------------------------------------------------------
InSight Health Services Corp. commenced its offer to exchange up
to an aggregate of $25 million principal amount of its registered
9-7/8% Senior Subordinated Notes due 2011, for a like principal
amount of its 9-7/8% Senior Subordinated Notes due 2011, which
were initially issued on March 8, 2004.  The form and terms of the
Exchange Notes are substantially identical to the Outstanding
Notes in all material respects, except that the Exchange Notes
have been registered under the Securities Act of 1933.  U.S. Bank
Trust National Association will serve as exchange agent for the
Exchange Offer.  InSight will accept for exchange any and all
Outstanding Notes which are properly tendered in the Exchange
Offer prior to 5 p.m., New York City time, on Jan. 31, 2005,
unless extended by InSight in its sole discretion.  Tenders of
Outstanding Notes may be withdrawn at any time prior to 5 p.m.,
New York City time, on Jan. 31, 2005.  The Exchange Offer is not
conditioned upon any minimum principal amount of Outstanding Notes
being tendered for exchange, but is otherwise subject to certain
customary conditions.

The Exchange Offer will be made only by means of a prospectus, a
copy of which may be obtained upon request by holders of
Outstanding Notes from:

         U.S. Bank Trust National Association
         60 Livingston Ave.
         St. Paul, Minn. 55107
         Attn: Specialized Finance

                        About the Company

InSight, with headquarters in Lake Forest, provides diagnostic
imaging and information, treatment and related management
services. It serves managed care entities, hospitals and other
contractual customers in 37 states, including the following
targeted regional markets: California, Arizona, New England, the
Carolinas, Florida and the Mid-Atlantic states.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 28, 2004,
Standard & Poor's Ratings Services lowered its ratings on InSight
Health Services Corporation, including its corporate credit
rating, which was lowered to 'B' from 'B+', and removed them from
CreditWatch with negative implications, where they were placed
June 23, 2004.

The downgrade reflects increased business risk in the diagnostic
imaging industry, particularly for mobile operators such as
InSight that must continually compete to renew their annual
contracts with hospitals and individual practices. These clients
might begin to provide such services themselves.

Meanwhile, InSight's financial profile has eroded as a result of
several debt-financed acquisitions over the past 18 months as the
company has been hampered by pressure on both revenues and costs.
While Standard & Poor's believes the company may generate positive
cash flow in fiscal 2005 (ended June 30, 2005) and reduce debt, we
remain concerned about the company's ability to improve its weak
return on capital, given an increasingly risky business
environment.

The outlook on Lake Forest, California-based InSight is stable.

"The company's ratings reflect the highly fragmented and
competitive nature of the medical imaging industry, only limited
barriers to competitor entry, and reimbursement risk," said
Standard & Poor's credit analyst Cheryl Richer. "Moreover, the
company's debt-financed acquisitions over the past 18 months have
weakened its balance sheet."


INTERWAVE: Alvarion Closes Acquisition Following Stockholders' Nod
------------------------------------------------------------------
Alvarion Ltd., (NASDAQ: ALVR) has completed the acquisition of
interWAVE Communications International, Ltd. (NASDAQ: IWAV), a
leading provider of compact mobile GSM and CDMA network equipment
and services.

interWAVE shareholders approved the terms of the revised
Amalgamation Agreement on Dec. 8, 2004.  Alvarion is paying
$4.18 for each interWAVE share, for total consideration of
approximately $40 million.

Strategic advantages to the addition of interWAVE include:

   -- providing a complementary solution for both fixed and mobile
      operators in the developing regions of the world;

   -- increasing revenues by leveraging Alvarion's channel
      strength; and

   -- positioning Alvarion in the mobile space with products,
      customers and technical expertise in mobile systems design
      and deployment to support the mobile broadband strategy.

"We are pleased that we have closed this transaction and are
looking forward to moving ahead with our growth strategy," said
Zvi Slonimsky, CEO of Alvarion.  "We welcome all the interWAVE
customers as well as the excellent interWAVE people who will
enhance our organization.  Together we are in a position to make a
real impact on the evolution of mobile broadband moving into the
WiMAX era."

                         About Alvarion

With more than 2 million units deployed in 130 countries, Alvarion
is the worldwide leader in wireless broadband providing systems to
carriers, ISPs and private network operators, and also in
extending coverage of GSM and CDMA mobile networks to developing
countries and other hard to reach areas.

                         About interWAVE
  
interWAVE Communications International, Ltd. (Nasdaq: IWAV) is a
global provider of compact network solutions and services that
offer innovative, cost-effective and scalable networks allowing
operators to "reach the unreached." interWAVE solutions provide
economical, distributed networks intended to minimize capital
expenditures while accelerating customers' revenue generation.
These solutions feature a product suite for the rapid and simple
deployment of end-to-end compact cellular systems. interWAVE's
portable, mobile cellular networks provide vital and reliable
wireless communications capabilities for customers in over 50
countries.  The Company's U.S. subsidiary is headquartered at 2495
Leghorn Street, Mountain View, California, and can be contacted at
http://www.iwv.com/or at (650) 314-2500.

                          *     *     *

                       Going Concern Doubt

In its Form 10-K for the fiscal year ended June 30, 2004, filed
with the Securities and Exchange Commission, interWAVE(R)
Communications' auditors express substantial doubt in the
Company's ability to continue as a going concern.

The Company has had recurring net losses, including net losses of
$6.7 million, $28.3 million and $64.3 million for the years ended
June 30, 2004, 2003 and 2002, respectively, and the Company also
had net cash used in operations of $5.6 million, $12.9 million,
and $28.8 million for the years ended June 30, 2004, 2003 and
2002, respectively.


INTRAWEST CORP: Redeeming 10.50% Senior Notes on Feb. 1
-------------------------------------------------------
Intrawest Corporation has elected to redeem all of its outstanding
10.50% Senior Notes due Feb. 1, 2010, in accordance with the terms
of the indentures governing the 2010 Notes.  The 2010 Notes will
be redeemed on Feb. 1, 2005, at a redemption price of $1,052.50
per $1,000 principal amount of 2010 Notes, plus all interest
accrued thereon up to but excluding the Redemption Date.  The 2010
Notes will cease to bear interest from and after the Redemption
Date.

There is $34,279,000 aggregate principal amount of 2010 Notes
currently outstanding.

                        About the Company

Intrawest Corporation (IDR:NYSE; ITW:TSX) --
http://www.intrawest.com/-- is one of the world's leading  
destination resort and adventure travel companies.  Intrawest has
interests in 10 mountain resorts in North America's most popular
mountain destinations, including Whistler Blackcomb, a host venue
for the 2010 Winter Olympic and Paralympic Games.  The company
owns Canadian Mountain Holidays, the largest heli-skiing operation
in the world, and a 67% interest in Abercrombie & Kent, the world
leader in luxury adventure travel.  The Intrawest network also
includes Sandestin Golf and Beach Resort in Florida and Club
Intrawest - a private resort club with nine locations throughout
North America.  Intrawest is developing five additional resort
village developments at locations in North America and Europe.  
Intrawest is headquartered in Vancouver, British Columbia.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 24, 2004,
Moody's Investors Service assigned a B1 rating to Intrawest
Corporation's U.S. dollar-denominated 7.5% senior unsecured note
offering, due 2013 and Canadian dollar-denominated 7.5% senior
unsecured note offering, due 2009, for an aggregate amount of
approximately US$325 million. In addition, these rating actions
were taken by Moody's:

* Ratings assigned:

   -- U.S. dollar-denominated 7.5% senior notes, due 2013
      rated B1

   -- Canadian dollar-denominated 7.5% senior notes, due 2009
      rated B1

* Ratings affirmed:

   -- Senior implied rating at Ba3
   -- Senior unsecured issuer rating at B1
   -- US$350 million 7.5% senior notes due 2013 rated B1
   -- US$125 million 10.5% senior notes due 2010 rated B1
   -- US$135 million 10.5% senior notes due 2010 rated B1
   -- US$125 million 10.5% senior notes due 2010 rated B1

The ratings outlook is stable.


J.P. MORGAN: Moody's Rates Certificate Classes B-4 & B-5 at Low-B
-----------------------------------------------------------------
Moody's Investors Service has assigned a Aaa rating to the senior
certificates issued by J.P. Morgan Mortgage Trust and ratings
ranging from Aa2 to B2 to the subordinate certificates in the
deal.

The securitization is backed by floating rate and hybrid Jumbo
mortgage loans.  The mortgage loans are segregated into five pools
for the purposes of allocating distributions among the
certificates.  All of the mortgages in Pools 1 and 4 are 7/1
mortgage loans, all of the mortgage loans in Pool 2 are 5/1
mortgage loans, all of the mortgage loans in Pool 3 are 10/1
mortgage loans and all of the mortgage loans in Pool 5 are 1-Year
ARM loans.  Approximately 35% of the loans were originated by
Chase Manhattan Mortgage Corporation, 23% by Countrywide Home
Loans, Inc., 35% by Cendant Mortgage Loans, and 3% by National
City Mortgage Loans.  The mortgage loans were acquired by J.P.
Morgan Mortgage Acquisition Corp.  The ratings are based primarily
on the credit quality of the loans, and on the protection from
subordination.

Chase Manhattan Mortgage Corporation, Cendant Mortgage
Corporation, Countrywide Home Loans Servicing LP, and National
City Mortgage Co. will service the related mortgage loans, and
Wells Fargo Bank, N.A. will act as master servicer for all loans.   
Moody's has assigned Chase Manhattan Mortgage Corporation and
Countrywide Home loans Servicing LP its top servicer quality
rating (SQ1) as primary servicers of prime loans.

The complete rating actions are:

   * Class 1-A-1, Adjustable Rate $64,400,000 rated Aaa
   * Class 1-A-2, Adjustable Rate $2,384,866 rated Aaa
   * Class 1-A-3, Adjustable Rate Interest Only rated Aaa
   * Class 2-A-1, Adjustable Rate $48,450,000 rated Aaa
   * Class 2-A-2, Adjustable Rate $73,899,800 rated Aaa
   * Class 2-A-3, Adjustable Rate $1,743,900 rated Aaa
   * Class 2-A-4, Adjustable Rate Interest Only rated Aaa
   * Class 3-A-1, Adjustable Rate $79,086,600 rated Aaa
   * Class 4-A-1, Adjustable Rate $20,000,000 rated Aaa
   * Class 4-A-2, Adjustable Rate $85,646,300 rated Aaa
   * Class 4-A-3, Adjustable Rate $3,100,082 rated Aaa
   * Class 4-A-4, Adjustable Rate $24,491,600 rated Aaa
   * Class 4-A-5, Adjustable Rate $1,831,718 rated Aaa
   * Class 4-A-6, Adjustable Rate Interest Only rated Aaa
   * Class 5-A-1, Adjustable Rate $15,580,500 rated Aaa
   * Class B-1, Adjustable Rate, $6,102,400 rated Aa2
   * Class B-2, Adjustable Rate, $3,704,900 rated A2
   * Class B-3, Adjustable Rate, $1,961,400 rated Baa2
   * Class B-4, Adjustable Rate, $1,307,600 rated Ba2
   * Class B-5, Adjustable Rate, $653,800 rated B2


JPMORGAN CHASE: Merger Cues Fitch to Affirm Low-B Debt Ratings
--------------------------------------------------------------
After the completion in Nov. of the merger of Bank One, NA,
Chicago and Bank One, NA, Columbus, into JPMorgan Chase Bank,
Fitch has affirmed the ratings for the surviving bank and
withdrawn the issuer ratings for the merged entities, although
will maintain ratings on existing and still outstanding debt
obligations of the merged entities.

JPMorgan Chase Bank has also converted its charter to a national
bank and amended the name of the bank to JPMorgan Chase Bank, NA.  
Following this consolidation, the bank has assets of approximately
$945 billion and is the lead bank of JPMorgan Chase & Co. -- JPMC,
one of the largest U.S. bank holding companies.  JPMC continues to
operate a limited number of other bank subsidiaries including
Chase Manhattan Bank, USA, NA.

In addition, Fitch has withdrawn ratings due to redemption and/or
maturity of remaining rated debt obligations, as per the list
below.

Ratings affirmed by Fitch:

   JPMorgan Chase Bank, NA (formerly JPMorgan Chase Bank):

        -- Individual at 'B';
        -- Short-term deposits at 'F1+';
        -- Short-term debt at 'F1+';
        -- Long-term deposits at 'AA-';
        -- Long-term senior debt at 'A+';
        -- Subordinated debt at 'A';
        -- Support at '1';
        -- Rating Outlook Positive.        

   Banc One Financial LLC (formerly Banc One Financial Corp.):

        -- Short-term debt at 'F1';
        -- Support at '5';
        -- Rating Outlook Positive.

Issuer ratings withdrawn, specific debt ratings affirmed:

   Bank One, NA (Chicago)

        -- Individual rating withdrawn; formerly 'B';
        -- Long-term issuer withdrawn; formerly 'A+';
        -- Long-term deposits affirmed at 'AA-';
        -- Long-term senior debt affirmed at 'A+';
        -- Short-term issuer withdrawn; formerly 'F1+';
        -- Short-term debt affirmed at 'F1+';
        -- Short-term deposits affirmed at 'F1+';
        -- Subordinated debt withdrawn; formerly 'A';
        -- Support withdrawn; formerly '1'.
         
  Bank One, NA (Columbus):

        -- Individual rating withdrawn; formerly 'B';
        -- Long-term issuer withdrawn; formerly 'A+';
        -- Long-term senior debt affirmed at 'A+';
        -- Long-term deposits affirmed at 'AA-';
        -- Short-term issuer withdrawn; formerly 'F1+';
        -- Short-term deposits affirmed at 'F1+';
        -- Subordinated debt withdrawn; formerly 'A';
        -- Support withdrawn; formerly '1'.
        
Ratings withdrawn:

   Bank One West Virginia, NA:

        -- Individual rating; formerly 'B';
        -- Long-term issuer; formerly 'A+';
        -- Long-term deposits; formerly 'AA-";
        -- Short-term issuer; formerly 'F1+';
        -- Short-term deposits; formerly 'F1+';
        -- Subordinated debt; formerly 'A';
        -- Support; formerly '1'.

   Chemical Banking Corp.:

        -- Senior debt, formerly 'A+';
        
Trust preferred subsidiaries:

   Chase Capital IV, V, VII

        -- Withdrawn due to redemption, formerly 'A'.

   Bank One Capital Trust II, III, IV, V, VI

        -- Affirmed at 'A';
        -- Rating Outlook Positive.

   Chase Capital I, II, III, VI, VIII:

        -- Affirmed at 'A';
        -- Rating Outlook Positive.

   First Chicago NBD Capital I:

        -- Affirmed at 'A';
        -- Rating Outlook Positive.
         
  JPM Capital Trust I and II:

        -- Affirmed at 'A';
        -- Rating Outlook Positive.
          
JPMorgan Chase Capital IX, X, XI, XII, XIII, XIV:

        -- Affirmed at 'A';
        -- Rating Outlook Positive.


KEY COMPONENTS: Stays on S&P's CreditWatch Positive After Purchase
------------------------------------------------------------------
NEW YORK (Standard & Poor's) Dec. 29, 2004--

Standard & Poor's Ratings Services's 'B+' corporate credit rating
and other ratings on Key Components LLC, the operating company of
Key Components Inc. remain on CreditWatch with positive
implications where they were placed Nov. 22, 2004.  At that time,
the company said it was being acquired by Actuant Corp. (BB/Watch
Neg/--).

The acquisition has now been completed, and Actuant has called the
rated Key Components debt for redemption, which is expected to
occur in January 2005.

"We will withdraw our ratings on Key Components at that time,"
said Standard & Poor's credit analyst Robert Schulz.

Tarrytown, N.Y.-based Key Components operates two business
segments, electrical components and mechanical engineered
components, which manufacture flexible shaft and remote valve
components, turbocharger actuators and related accessories,
battery chargers, wiring for uninterruptible power supplies, and
other specialty electrical components.

Complete ratings information is available to subscribers of
RatingsDirect, Standard & Poor's Web-based credit analysis system,
at http://www.ratingsdirect.com/ All ratings referenced herein  
can be found on Standard & Poor's public Web site at
http://www.standardandpoors.com/under Credit Ratings in  
the left navigation bar, select Find a Rating, then Credit Ratings
Search.


KMART CORP: Leona Celestine Wants Personal Injury Judgment Paid
---------------------------------------------------------------
Leola Celestine, Curatrix of Sylvia Green and her children,
Joseph and Lameka Broussard, relates that on February 12, 1998,
Sylvia Green was injured in a Kmart store located in Iberia
Parish, Louisiana.  On May 11, 1998, Ms. Green and her children,
Joseph and Lameka Broussard, brought a personal injury action
against Kmart Corporation.  A jury verdict was returned on
October 19, 2000, in Ms. Green's favor for $1,452,000 plus costs
and interest.

The $1,452,000 judgment was subsequently recorded in the offices
of the Clerk of Court, Iberia Parish, on October 19, 2000, and
constituted a judicial mortgage and lien against all property
owned or leased by Kmart, and also against any and all property in
which Kmart have a legal and equitable interest.

Judgment was entered against Kmart for Court costs for $16,240 on
June 29, 2001.

Ms. Celestine asserted a timely filed proof of claim in the
Kmart's bankruptcy case on June 24, 2004, for $6,646,589.

The verdict was appealed by both Parties, and was heard by the
Louisiana Court of Appeals for the Third Circuit, and ultimately
by the Louisiana Supreme Court.  On May 25, 2004, the Louisiana
Court issued its opinion affirming an increase in the original
jury award by $530,000.

On May 20, 2003, Hartford Fire & Casualty Insurance paid
$1,640,000 to Ms. Green.

The final award amounted to $1,982,000 in principal, $16,240 in
Court costs, plus judicial interest from the date of demand
pursuant to Louisiana Revised Statute 13:4203.

At the time Hartford made its payment, judicial interest was due
on the principal amount at a rate of 34.63%.  Interest totaling
$691,894 was deducted from the Hartford payment, leaving a
$948,106 principal balance.

As of August 19, 2004, the outstanding balance of principal and
interest owed to Ms. Green was $1,005,985.

The current principle and interest due to Ms. Celestine is
estimated at $1,100,000.

Pursuant to Louisiana Civil Code Articles 3286, 3300, 3302, 3304,
and 3307, Ms. Celestine tells Judge Sonderby that a judicial
mortgage was created at the time the judgment was filed with the
recorder of mortgages.  According to Louisiana state law, judicial
mortgages burden all of the Debtors' property made susceptible of
mortgage of Article 3286 which include corporeal immovables with
component parts, and the Debtors' rights in a lease of an
immovable or property made susceptible of conventional mortgage.

The Debtors presently lease a 12-acre tract of land with building
and improvements in Iberia Parish, Louisiana, designated as Store
No. 7601.  The Debtors' lease had an original term of 25 years
with the option to renew ten times, with reach renewal having a
length of five years.  The lease, which is recorded in the Iberia
Parish public records, sets forth a yearly consideration of $1,
which is grossly understated.

Pursuant to Section 101(36) of the Bankruptcy Code, a judicial
lien is defined as a "lien obtained by judgment, levy,
sequestration, or other legal or equitable process or proceeding."  
Section 506(a) states that "a creditor's secured by a lien on
property in which the estate has an interest" and that said claim
is secured "to the extent of the value of the creditor's interest
in the estate's interest in such property."

Peter H. Honigmann, Jr., Esq., at Foley & Honigmann, in Oak
Brook, Illinois, informs the Bankruptcy Court that Ms. Celestine
properly recorded her judicial lien before the Debtors filed for
bankruptcy.  Therefore, Ms. Celestine has a valid secured claim to
the extent the Debtors have equity in the property located in
Iberia Parish.  In accordance with the Debtors' confirmed Plan of
Reorganization, Mr. Honigmann contends that Ms. Celestine, as a
fully secured claim holder, is entitled to receive cash in an
amount equivalent to the value of her interest in the Debtors'
property.

In this regard, Ms. Celestine asks the Court to determine the
value of her secured claim, and order the Debtors to immediately
pay the amount or within a specific period of time as set forth by
the Court.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- is the  
nation's second largest discount retailer and the third largest
merchandise retailer.  Kmart Corporation currently operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  (Kmart Bankruptcy News, Issue No. 87; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LEVI STRAUSS: Extends $450 Million Cash Tender Offer to Jan. 12
---------------------------------------------------------------
Levi Strauss & Co. is extending to midnight, New York City time,
on Jan. 12, 2005, the Early Tender Date of its cash tender offer
for up to $450,000,000 of its outstanding 7.00% Notes due 2006.  
All of the other terms and conditions of the tender offer,
including the consideration for the Notes and the expiration date,
remain unchanged.  The Withdrawal Date prior to which Notes
tendered may be validly withdrawn has passed, and Notes tendered
through the expiration date of the tender offer may not be validly
withdrawn except under the circumstances described in the Offer to
Purchase.

Full details of the terms and conditions of the tender offer are
included in the Company's Offer to Purchase.

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

                        About the Company

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

                         Bankruptcy Risk

While any company with debt obligations could make the same
statement, Levi Strauss said in a Form 8-K filed with the SEC
on Dec. 16, 2004:

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

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

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

                          *     *     *

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

Fitch rates Levi's:

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

The Rating Outlook is Negative.


LNR PROPERTY: Offers to Repurchase Senior Sub. Notes Due 2013
-------------------------------------------------------------
LNR Property Corporation (NYSE:LNR) commenced a cash tender offer
and consent solicitation for any and all of its 7.625% senior
subordinated notes due 2013 and any and all of its 7.25% senior
subordinated notes due 2013.  A holder's tender of notes will
constitute a consent to amend the indenture relating to the issue
of notes that are tendered to eliminate certain events of default
and substantially all the covenants in the indenture, other than
the covenant to pay principal and interest and a covenant
requiring LNR to offer to repurchase notes for 101% of their
principal amount during a period of 30 to 45 days following notice
that a change in control of LNR has occurred.

The price LNR will pay for the notes of an issue that are tendered
in response to its offer will be an amount equal to:

     (a) the present value of the redemption price payable for
         notes of that issue on the first day on which LNR has the
         right to redeem them plus all scheduled interest payments
         from the date LNR repurchases the notes up to but not
         including such redemption date, using a discount rate
         equal to the sum of:
           
           (i) the yield to maturity on the U.S. Treasury Notes
               with a maturity date most nearly the same as the
               earliest redemption date of the notes of that
               issue, determined as of 2:00 p.m. on the day that
               is two trading days before the day on which the
               notes must be tendered to qualify for the consent
               fee, as calculated by Goldman, Sachs & Co., plus
          
          (ii) 100 basis points, minus

     (b) $30.00 per $1,000 principal amount, plus
     
     (c) accrued but unpaid interest to, but excluding, the date
         on which LNR repurchases the notes of that issue.

However, LNR will pay a consent fee of $30.00 per $1,000 principal
amount for notes that are tendered before 5:00 p.m., New York City
time, on January 12, 2005.  Based upon the yield to maturity on
U.S. Treasury Notes with a maturity date most nearly the same as
the earliest redemption date of the notes of each issue at the
close of business on December 29, 2004, the tender price for the
7.625% notes would have been the equivalent of 110.296% of the
face amount thereof and the tender price for the 7.25% notes would
have been the equivalent of 109.332% of the face amount thereof
plus, in each case, any accrued and unpaid interest.  Including
payment of the consent fee, the tender price for the 7.625% notes
would have been the equivalent of 113.296% of the face amount
thereof and the tender price for the 7.25% notes would have been
the equivalent of 112.332% of the face amount thereof plus, in
each case, any accrued and unpaid interest.  The offer will expire
at 5:00 p.m. New York City time on Friday, January 28, 2005,
unless LNR extends it.

LNR's obligation to purchase notes of an issue that are tendered
will be conditioned on, among other things, completion of the
previously announced merger by which LNR will be acquired by Riley
Property Holdings LLC, and at least a majority in principal amount
of the notes of that issue being properly tendered and not validly
withdrawn.  LNR has the right to waive these and the other
conditions.

The indenture amendments relating to an issue will become
effective if holders of a majority in principal amount of the
notes of that issue tender their notes and do not withdraw them
before a supplemental indenture relating to the amendments is
executed.  It is anticipated that the supplemental indenture
relating to an issue will be executed promptly after a majority in
principal amount of the notes of that issue have been properly
tendered and not withdrawn.  However, the amendments will not
become operative until LNR pays for the tendered notes, which will
not occur until after the tender offer has expired and the merger
has taken place (unless the merger agreement is terminated, but
LNR decides nonetheless to purchase the tendered notes).  If the
amendments with regard to an issue of notes become operative, they
will be effective as of the date the supplemental indenture was
executed.

Holders who tender notes of an issue will be able to withdraw them
until the supplemental indenture relating to the notes of that
issue is executed.  If we do not receive notes and related
consents from a majority in aggregate principal amount of notes of
an issue, but nonetheless decide to accept the notes of that issue
that have been tendered, withdrawal rights with respect to that
issue of notes will end at the expiration time of the offer.

Jeffrey P. Krasnoff, President and Chief Executive Officer of LNR,
said, "LNR is offering to repurchase the two issues of senior
subordinated notes in order to facilitate its acquisition by Riley
Property Holdings, and the financing of that acquisition, as well
as to increase LNR's operating and financial flexibility following
the acquisition."

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.  LNR's offer to repurchase notes of the two issues
is being made solely in an Offer to Purchase and Consent
Solicitation and an accompanying Consent and Letter of Transmittal
dated December 30, 2004.

LNR has engaged Goldman, Sachs & Co., and Deutsche Bank Securities
Inc. to act as the dealer managers in connection with the offer.
Questions regarding the offer may be directed to:

          Goldman, Sachs & Co.,
          Credit Liability Management Group,
          Tel: 800-828-3182 (U.S. toll-free)  
               212-357-3019 (collect)

               -- or --

          Deutsche Bank Securities Inc.
          Tel: 800-553-2826 (U.S. toll-free)
               212-250-6008 (collect).

Copies of the Offer to Purchase and the Letter of Transmittal and
Consent form can be obtained from:

          MacKenzie Partners Inc.
          105 Madison Avenue, New York, New York 10016
          Tel: 800-322-2885, email: proxy@mackenziepartners.com

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 20, 2004,
despite the downgrade by Fitch Ratings of LNR Property
Corporation, Fitch anticipates affirming Lennar Partners, Inc.'s
special servicer rating of 'CSS1' pending an annual review in
first-quarter 2005.  The proposed capital structure after the
acquisition of Lennar's parent company, LNR Property Corp., by
Riley Property Holdings LLC, majority owned by affiliates of
Cerberus Capital Management, LP, precipitated Fitch's rating
action.

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

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


LOEWEN GROUP: Bankers Trust Wants $2.8M Class 22 Claims Paid
------------------------------------------------------------
Bankers Trust Company is the Collateral Trustee under the
Collateral Trust Agreement dated May 15, 1996, between Bankers
Trust, Loewen Group, Inc., and its debtor-affiliates and various
other pledgor subsidiaries.

Pursuant to express terms of the Collateral Trust Agreement,
Bankers Trust was entitled to be paid for its services as
Collateral Trustee, and paid or reimbursed for its expenses
(including reasonable attorneys' fees and expenses) incurred by it
in connection with the administration of the trust and its duties
as Collateral Trustee, including the costs and expenses of
defending itself against any claim or liability, absent a showing
of gross negligence or bad faith on Bankers Trust's part.

The Plan classified Bankers Trust's claim under the Collateral
Trust Agreement as a Class 22 Claim -- Indemnified Fee and Expense
Claims of the CTA Trustee -- and provided that the CTA Trustee
Reserve Amount would be determined by the Court in connection with
the Confirmation Hearing upon motion by Bankers Trust.  
Additionally, the Plan provided that the Debtors would set aside
in a segregated account cash in an amount equal to the CTA Trustee
Reserve Amount, to which applicable lien rights of the CTA Trustee
under the CTA would be deemed to attach.

The Confirmation Order provides that the CTA Trustee Reserve
Amount will consist of:

    (i) the lesser of $2,660,000 or the amount of fees and
        expenses incurred on or prior to the Effective Date; and

   (ii) $2,500,000 for fees and expenses that may be incurred
        after the Effective Date.

In accordance with the Confirmation Order, the Reorganized Debtors
created under a Pledge Agreement dated as of January 3, 2002, a
reserve account totaling $5,160,000 for Bankers Trust's benefit.  
The Pledge Agreement provides that amounts in that reserve account
will be applied solely as required under the Plan and Confirmation
Order.

Kevin Gross, Esq., at Rosenthal Monhait Gross & Goddess, P.A., in
Wilmington, Delaware, tells the Court that Bankers Trust's fees
and expenses were largely attributable to actions taken by Bankers
Trust and others in connection with the alleged uncertainty of the
secured status under the CTA of certain of the Debtors' Senior
Notes and the Pass-Through Asset Trust Certificates with an
aggregate outstanding principal value of $1.1 billion.

On April 7, 2000, the Debtors issued a press release stating that
there is uncertainty as to the secured status of The Loewen Group,
Inc.'s:

    -- 7.5% Series 3 Senior Notes, of which $125,000,000 in
       principal amount is outstanding,

    -- 8.25% Series 4 Senior Notes, of which $225,000,000 in
       principal amount is outstanding,

    -- 7.20% Series 6 Senior Notes, of which $200,000,000 in
       principal amount is outstanding,

    -- 7.60% Series 7 Senior Notes, of which $250,000,000 in
       principal amount is outstanding; and

    -- 6.70% Pass-Through Asset Trust Certificates, of which
       $300,000,000 in principal amount is outstanding.

"The Company has recently been advised, however, that the Series 6
and Series 7 Senior Notes and the PATS were never entered into the
collateral trustee's register indicating the correct maximum
principal amount of the Series 3 and Series 4 Senior Notes but
stating that the outstanding principal amount was $0.  Under the
terms of the CTA, these circumstances give rise to uncertainty as
to the secured status of these securities.  The investigation and
analysis of this issue are continuing.  It is anticipated that the
uncertainty may not be resolved for several weeks," Loewen stated
in its press release.

Mr. Gross relates that Bankers Trust retained Pillsbury Winthrop,
LLP, to examine, and advise Bankers Trust with respect to, those
matters.

On September 12, 2000, in a status conference before the Court,
the Debtors reported that they had completed their factual
investigations concerning the secured status of those Senior Notes
and PATS, and that a controversy still remained with respect to
the secured status of that indebtedness.  The Debtors also
reported that they were attempting to facilitate resolution of the
controversy among the creditors.

Certain holders of those Senior Notes and PATS informed Bankers
Trust that litigation might be commenced against Bankers Trust
concerning its administration of the CTA trust, as well as against
other parties involved, arising out of the alleged uncertainty of
the secured status of their notes.  Bankers Trust commenced an
adversary proceeding on September 27, 2000, against the Debtors
and other interested parties seeking a declaratory judgment that
those Senior Notes and PATS were secured.

The Indenture Trustee, individually and on behalf of all current
and former holders of PATS, sued Bankers Trust on Sept. 29, 2000,
seeking up to $300,000,000 plus interest in damages allegedly
resulting from Bankers Trust's negligent administration of the CTA
trust.  The Indenture Trustee also sued certain other parties that
were involved in the closing for the PATS.

Because Bankers Trust and other interested parties entered into an
agreement tolling the statutes of limitations with respect to
certain claims arising out of the alleged uncertain secured status
of those Senior Notes and PATS, that lawsuit was voluntarily
discontinued without prejudice.

On October 31, 2000, the Debtors filed a Form 8-K with the
Securities and Exchange Commission stating that their plan of
reorganization "will propose that the Company's 7.75% Series 3
Senior Notes, 8.25% Series 4 Senior Notes, 7.20% Series 6 Senior
Notes, 7.60% Series 7 Senior Notes and 6.70% Pass-Through Asset
Trust Certificates . . . all be treated as secured debt of the
Company."

The Court directed the parties to consider mediation and to agree
on an expedited discovery schedule.

On March 1, 2002, the Tolling Agreement expired.  On March 20,
2002, a number of holders of Series 6 and Series 7 Senior Notes
and PATS filed a lawsuit against State Street Bank and Trust
Company, alleging that "as a result of State Street's negligence
and breaches of its fiduciary, contractual and other duties,
Plaintiffs received tens of millions of dollars less in
distributions in respect of those securities under the chapter 11
plan of reorganization filed by [Debtors] than Plaintiffs
otherwise would have received had State Street registered such
securities as it had agreed and was obligated to do."

Subsequently, other parties that were involved in the closings for
the Series 6 and Series 7 Senior Notes and the PATS were brought
into that lawsuit.  On October 31, 2002, State Street filed a
Third-Party Complaint against Solomon Smith Barney, Inc., alleging
negligence, unjust enrichment, indemnity and contribution.  On
January 10, 2003, State Street filed an Amended Third-Party
Complaint, which included Thelen Reid & Priest, LLP, and UBS
Warburg, LLC, as Third-Party Defendants.  Thereafter, UBS Warburg,
as a Fourth-Party Plaintiff, filed a Fourth-Party Complaint
against Skadden Arps Slate Meagher & Flom, LLP.

Mr. Gross relates that no claims were asserted against Bankers
Trust in connection with its role as Collateral Trustee because it
had no involvement with the closings for those notes.

On March 17, 2004, Bankers Trust was served by third-party
defendant Thelen Reid with a judicial subpoena ad testificandum
and duces tecum.  Subsequently, Bankers Trust was served by other
third-party defendants and State Street.  The Subpoena required
Bankers Trust to produce documents and to make available an
individual with knowledge relating to the documents.  Responsive
documents were produced and Michele Ross, counsel to Bankers
Trust, was deposed.

Bankers Trust seeks payment of its secured claim for
$2,774,389.54, which represents $2,250,466.77 of fees and
expenses, plus interest, incurred by Bankers Trust and its legal
counsel prior to the Effective Date, and $523,922.77 of fees and
expenses incurred after the Effective Date:

    Prior to the Effective Date

    Entity                                      Fees & Expenses
    ------                                      ---------------
    Bankers Trust                                    $37,434
    Pillsbury Winthrop LLP                         1,715,961
    Rosenthal Monhait Gross & Goddess, P.A.           42,412
    Kramer Levin Naftalis & Frankel LLP              208,686
    Shaw Pittman LLP                                  91,034
    Stikeman Elliot                                   29,025
    * Interest calculated at the Base Rate           125,914

    After the Effective Date

    Entity                                      Fees & Expenses
    ------                                      ---------------
    Bankers Trust                                     $5,456
    Pillsbury Winthrop LLP                           220,027
    Rosenthal Monhait Gross & Goddess, P.A.           28,585
    Shaw Pittman LLP                                   4,035
    KMZ Rosenman                                      14,382
    * Interest calculated at the Base Rate           251,437

Mr. Gross notes that each professional who worked on the Debtors'
cases brought his or her own specialized area of expertise in
order to provide effective advice on the various issues involved.  
Included in amounts owed are necessary disbursements and expenses
in the form of photocopying expenses, telecommunications services,
courier and freight expenses, messenger services, computerized
research expenses, word processing services, local meal expenses
and travel expenses.

Bankers Trust's Corporate Trust and Agency Group was employed by
the Debtors in June 1996 to serve as its Collateral Trustee.  The
services rendered by Bankers Trust in connection with its position
as Collateral Trustee include, but are not limited to:

    -- coordination of logistics with other members of the
       working group;

    -- analysis and consideration of the governing documents;

    -- establishment of necessary procedures;

    -- normal administration of the collateral trust
       relationship;

    -- maintenance of records;

    -- performance of duties and functions required under the
       governing documents; and

    -- work related to the Debtors' Chapter 11 filings and
       subsequent responsibilities that resulted from the
       bankruptcy proceedings.

Since April 2000, Pillsbury Winthrop has been employed by Bankers
Trust as one of its corporate and bankruptcy counsel in connection
with Bankers Trust's duties as Collateral Trustee as well as the
Debtors' Chapter 11 filings.  Pillsbury Winthrop's services
include, but are not limited to:

    -- reviewing and analyzing the CTA, the Plan and the
       Disclosure Statement, and amendments to the Plan and
       Disclosure Statement;

    -- attending and participating in hearings, meetings and
       conferences with counsel to, and representatives of,
       the Debtors as well as other parties;

    -- participating in mediation;

    -- attending depositions;

    -- reviewing records and documents;

    -- preparing motions, objections and proofs of claim;

    -- negotiating Tolling Agreement; and

    -- providing expert legal advice to Bankers Trust on a daily
       basis with regard to the status of the case and various
       issues that arose.

Rosenthal, Monhait, Gross & Goddess, P.A., is employed by Bankers
Trust as its counsel in Wilmington, Delaware.  Rosenthal Monhait's
services include, but are not limited to:

    -- preparing and attending hearings;

    -- filing and serving documents and motions;

    -- reviewing motions, discovery responses and other papers
       filed with the Court;

    -- participating in teleconferences;

    -- checking the docket;

    -- obtaining various documents from other local counsel; and

    -- rendering expert advice on Delaware local bankruptcy law.

From May 1996 through May 2000, Kramer Levin Naftalis & Frankel,
LLP, was employed by Bankers Trust as one of its corporate counsel
for the CTA transaction between The Loewen Group, Inc., and
Bankers Trust as Collateral Trustee.  Kramer Levin's services
include, but are not limited to:

    -- review of annual recording opinions;

    -- releases of collateral and documentation in connection
       with the CTA;

    -- preparation for closings;

    -- advice on perfecting pledges of new collateral;

    -- documentation in connection with the various
       reorganizations;

    -- general corporate advice; and

    -- other legal services regarding the CTA and issues arising
       from the CTA.

Shaw Pittman, LLP's involvement with Bankers Trust began when
Michele Ross, a corporate partner at Kramer Levin, left Kramer
Levin to become a member of Shaw Pittman in mid-2000.  Shaw
Pittman became involved in the ongoing investigation and mediation
by the Loewen Group related to the Registration Statements for the
Series 3 and 4 Notes, the Series 5 and 6 Notes and the PATS Notes
as well as the Adversary Proceeding filed in the Court by Bankers
Trust.  Services rendered by Shaw Pittman concluded around April
2000 and include, but are not limited to:

    -- document review and production;

    -- responses to interrogatories; and

    -- preparation for depositions, and conferences and meetings
       with representatives of Bankers Trust and various counsel
       to Bankers Trust.

Michele Ross later left Shaw Pittman to become a member at KMZ
Rosenman.  Ms. Ross was deposed, as counsel to Bankers Trust, in
connection with the State Street lawsuit on August 19, 2004.

Stikeman Elliot was Bankers Trust's Canadian counsel for the
Loewen Group, Inc., bankruptcy case that was filed in Canada from
July 1999 through May 2000.  Stikeman Elliot's services include,
but are not limited to:

    -- preparation of the Canadian proof of claim and Canadian
       pledge documentation;

    -- review of public documents, opinions and the CTA; and

    -- participation in conferences with various counsel to
       Bankers Trust regarding allowance of the Collateral
       Trustee's claims in that proceeding.

Mr. Gross asserts that the amount of Bankers Trust's claim is fair
and reasonable given the complexity of the Debtors' cases, the
time expended, the nature and extent of the services rendered, the
value of those services and the costs of comparable services.
(Loewen Bankruptcy News, Issue No. 89; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MASTR ALTERNATIVE: Fitch Puts 'BB' Rating on $427,000 Certificates
------------------------------------------------------------------
MASTR Alternative Loan Trust's $437.2 million certificates, series
2004-13, are rated:

     -- $430,900,000 classes 1-A-1, 2-A-1, 3-A-1, 3-A-2, 4-A-1,
        5-A-1, 6-A-1, 7-A-1, 8-A-1, 9-A-1 - 9-A-3, 10-A-1 - 10-
        A-4, 10-A-X, 11-A-1, 12-A-1, 15-PO, 30-PO, 15-A-X, 30-A-
        X-1, 30-A-X-2, A-LR, and A-UR through 4-A-3, 5-A-1
        senior certificates 'AAA';

     -- $3,844,000 class B-I-1 'AA';

     -- $1,037,000 class B-I-2 'A';

     -- $671,000 class B-I-3 'BBB';

     -- $427,000 privately offered class B-I-4 'BB';

     -- $305,000 privately offered class B-I-5 'B';

     -- $10.9 million class B-1 'AA-';

     -- $4.8 million class B-2 'A-'; and

     -- $1.6 million class B-4 'BB-'.

The 'AAA' rating on the of group 1, 2, 4, and 6 senior
certificates reflects the 5.50% subordination provided by the:

     * 3.15% class B-I-1,
     * 0.85% class B-I-2,
     * 0.55% class B-I-3,
     * 0.35% privately offered class B-I-4,
     * 0.25% privately offered class B-I-5, and
     * 0.35% privately offered class B-I-6 (not rated by Fitch).
     
The 'AAA' rating on the of group 3, 5, 7, 8, 9, 10, 11, and 12
senior certificates reflects the 4.75% subordination provided by:

     * the 2.25% class B-1,
     * the 0.90% class B-2,
     * the 0.60% class B-3,
     * the 0.40% privately offered class B-4,
     * the 0.35% privately offered class B-5, and
     * the 0.25% privately offered class B-6 certificates, all
       of which are not rated by Fitch.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  In addition, the
ratings also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures, and
the master servicing capabilities of Wells Fargo Bank Minnesota,
N.A., rated 'RMS1' by Fitch.

The trust will consist of 12 asset groups.  The certificates whose
class designation begins with 1 through 12 correspond to Groups 1
through 12, respectively.  Additionally, the class 10-A-X
certificates represent interests in loan group 5.  The class 15-A-
X certificates represent interests in loan groups 2, 11, and Group
12.  The class 30-A-X-1 certificates represent interests in loan
groups 3, 6, and 7.  The class 30-A-X-2 certificates correspond to
loan group 8, 9, and 10.  The class 15-PO certificates represent
interests in loan groups 2 and 11. The class 30-PO certificates
represent interest in loan groups 3, 6, 8, and 9.  The class A-LR
and A-UR certificates represent interest in loan Group 1.

The class B certificates designated B-I-1 through B-I-6 represent
subordination for groups 1, 2, 4, and 6.  In certain limited
circumstances, principal and interest collected from loans in loan
groups 1, 2, 4, and 6 may be used to pay principal or interest, or
both, to the senior certificates related to one or more of the
other loan groups.

The class B certificates designated B-1 through B-6 represent
subordination for groups 3, 5, 7, 8, 9, 10, 11, and 12.  In
certain limited circumstances, principal and interest collected
from loans in loan groups 3, 5, 7, 8, 9, 10, 11, and 12 may be
used to pay principal or interest, or both, to the senior
certificates related to one or more of the other loan groups.

Groups 1, 2, 4, and 6 in aggregate contain 990723 fully amortizing
15- and 30-year fixed-rate mortgage loans secured by first liens
on one- to four-family residential properties with an aggregate
scheduled principal balance of $122,013,343454,894,306 [sic.].  
The average unpaid principal balance of the aggregate pool as of
the cut-off date, Dec. 1, 2004, is $123,246.  The weighted average
original loan-to-value ratio -- OLTV -- is 66.6570.06%.  The
weighted average credit score of the borrowers is 727.  

Approximately 18.55% of the pool was originated under a reduced
(non Full/Alternative) documentation program. Investor occupancies
represent 100% of the pools.  The weighted average mortgage
interest rate is 5.871% and the weighted average remaining term to
maturity -- WAM -- is 238 months.  

The states that represent the largest portion of the aggregate
mortgage loans are:

     * California (22.4633.16%),
     * New York (11.74%), and
     * Florida (6.248.71%).

All other states represent less than 5% of the groups 1, 2, 4, and
6 aggregate balance as of the cut-off date.

Groups 3, 5, 7, 8, 9, 10, 11, and 12 in aggregate contain 1,534
fully amortizing 15- and 30-year fixed-rate mortgage loans secured
by first liens on one- to four-family residential properties with
an aggregate scheduled principal balance of
$331,320,551454,894,306 [sic.].  The average unpaid principal
balance of the aggregate pool as of the cut-off date, Dec. 1,
2004, is $215,985.  The weighted average OLTV is 71.0070.06%.  The
weighted average credit score of the borrowers is 705.

Approximately 47.99% of the pool was originated under a reduced
(non Full/Alternative) documentation program.  Second homes and
investor occupancies represent 4.74% and 7.61% of the pool,
respectively.  The weighted average mortgage interest rate is
6.089% and the WAM is 293 months.

The states that represent the largest portion of the aggregate
mortgage loans are:

     * California (26.4033.16%),
     * New York (14.388.71%),
     * New Jersey (6.13%), and
     * Texas (5.78%).

All other states represent less than 5% of the groups 3, 5, 7, 8,
9, 10, 11, and 12 aggregate balance as of the cut-off date.
The 30-year mortgages in group 5, with an aggregate principal
balance of $44,079,018, are secured by 96 one- to four-family
residential properties located primarily in:

     * California (20.69%),
     * Virginia (8.09%), and
     * Florida (7.43%).

The weighted average original OLTV of the pool is approximately
81.30%.  The weighted average coupon is 7.592% and the weighted
average remaining term is 358 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/

MASTR, a special purpose corporation, deposited the loans into the
trust, which issued the certificates. U.S. Bank National
Association will act as trustee.  For federal income tax purposes,
elections will be made to treat the trust fund as multiple real
estate mortgage investment conduits -- REMICs.


MAXIM CRANE: Bankruptcy Court Confirms Chapter 11 Plan
------------------------------------------------------
The U.S. Bankruptcy Court confirmed the Maxim Crane Works' Plan of
Reorganization on Dec. 30, 2004.  Confirmation of the plan clears
the way for the Company's emergence from Chapter 11, which is
expected shortly.

Upon emergence, Maxim Crane's consolidated debt will be
approximately $280 million, as compared to approximately
$700 million of debt at the time of the filing.

"This achievement is attributable to the loyalty of our customers,
the professionalism and dedication of our employees, and the
commitment and support of our creditor groups," said Art
Innamorato, Chief Executive Officer.  "We accomplished what we set
out to do at the outset of our Chapter 11 restructuring, just six
months ago.  We have substantially decreased our long-term debt
while continuing to provide our customers with the highest
possible levels of safety and service in the heavy equipment
rental industry."

Maxim Crane also disclosed that on the effective date of the Plan
it will enter into a $50 million revolving credit facility to be
provided by Goldman Sachs, the company's current lenders.  "This
exit financing will provide the Company with sufficient liquidity
to continue to meet our financial requirements and grow our
business in the coming years," said Mr. Innamorato.

Headquartered in Pittsburgh, Pennsylvania, ACR Management, L.L.C.,
and 16 debtor-affiliates (commonly known as Maxim Crane Works)
filed for chapter 11 protection on June 14, 2004 (Bankr. W.D. Pa.
Case No. 04-27848).  The Company is the largest provider of
comprehensive crane and lifting equipment rentals and services in
North America.  The Company has a network of 38 crane rental yards
(plus three satellite locations) that provide services to some
8,000 customers in 41 states and the U.S. Virgin Islands.  Anup
Sathy, Esq., David L. Eaton, Esq., James J. Antonopoulos, Esq.,
Roger J. Higgins, Esq., and Ross M. Kwasteniet, Esq., at Kirkland
& Ellis; Douglas Anthony Campbell, Esq., David Bruce Salzman,
Esq., Paul J. Cordaro, Esq., and Salene R. Mazur, Esq., at
Campbell & Levine, LLC; Joel D. Applebaum, Esq., and Robert S.
Hertzberg, Esq., at Pepper Hamilton LLP; and Richard F. Rinaldo,
Esq., at Meyer Unkovic & Scott, represent the Debtors in their
restructuring efforts.


MCI INC: Will Hold Annual Shareholders Meeting on May 16, 2005
--------------------------------------------------------------
Robert Blakely, Chief Financial Officer of MCI, Inc., discloses to
the Securities and Exchange Commission that the Company will hold
its 2005 Annual Meeting of Shareholders on May 16, 2005.  The
Company will be mailing the proxy statement and related materials
in connection with the 2005 Annual Meeting on or about
April 1, 2005.  In light of the anticipated mailing schedule, the
Company notifies its shareholders that January 17, 2005, will be
the deadline for submitting shareholder proposals under Rule 14a-8
of the Securities Exchange Act of 1934.  MCI believes that the
deadline provides a reasonable time before the Company begins the
mailing of its proxy materials for the 2005 Annual Meeting.  
Shareholder proposals received by the Company after January 17,
2005, will be considered untimely, and the Company intends to not
include these proposals in the Company's proxy statement for the
2005 Annual Meeting.  Shareholders submitting shareholder
proposals must also comply with the Company's Bylaws and those
rules as may be prescribed from time to time by the Securities and
Exchange Commission.

As set forth in the Company's Bylaws, shareholder proposals to be
presented at the 2005 Annual Meeting otherwise than pursuant to
Rule 14a-8 and director nominations will be considered timely if
delivered not earlier than the close of business on the 120th day
prior to the 2005 Annual Meeting but not later than the close of
business on the later of the 90th day prior to the 2005 Annual
Meeting or the 10th day following the day on which public
announcement of the date of the 2005 Annual Meeting is first made
by the Company.

Correspondence regarding the Annual Meeting must be submitted in
writing to the Company's principal executive offices by mail to
22001 Loudoun County Parkway, Ashburn, Virginia 20147, or by
facsimile to 703-886-6111, Attention: Corporate Secretary.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global  
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on October
31, 2003, and on April 20, 2004, the company formally emerged from
U.S. Chapter 11 protection as MCI, Inc. (Worldcom Bankruptcy News,
Issue No. 68; Bankruptcy Creditors' Service, Inc., 215/945-7000)


MEDICALCV INC: Liquidity Concerns Prompt Going Concern Doubt
------------------------------------------------------------
MedicalCV Inc.'s Board of Directors authorized management to
pursue options for exiting the heart valve business on
November 18, 2004.  During the second quarter of fiscal year 2005,
the Company experienced a decline in sales of its heart valves
which management believes is the result of changes to the terms of
its arrangements with its distributors and to the Company's focus
on exiting this business.  

As a result of these factors, management has determined that
current sales trends indicate that the Company has excess
inventories, as well as inventories with carrying values in excess
of their realizable values.  Accordingly, during the quarter ended
October 31, 2004, the Company recorded a $1,267,441 reduction in
the carrying value of certain heart valve inventories.  This
reduction in carrying value was recorded as a charge to cost of
goods sold.

The Company is subject to risks and uncertainties common to
medical technology-based companies, including rapid technological
change, dependence on one principal product, new product
development and acceptance, actions of competitors, dependence on
key personnel and United States market penetration.

MedicalCV, Inc.'s consolidated financial statements for the
quarter ended October 31, 2004, have been prepared on a going
concern basis, which contemplates the realization of assets and
settlement of liabilities and commitments in the normal course of
business.  The Company has sustained losses and negative cash
flows from operations in recent years and expects these conditions
to continue for the foreseeable future.  At October 31, 2004, the
Company had an accumulated deficit of $27,127,111 and has
insufficient funds to finance its working capital and capital
expenditure needs.  These matters raise substantial doubt about
the Company's ability to continue as a going concern.  The Company
is currently seeking sources of financing to fund its operations
and working capital requirements.  If the Company is unable to
obtain additional funds during fiscal year 2005, it will be
required to significantly revise its business plans and
drastically reduce operating expenditures such that it may not be
able to develop, or enhance, its products, gain market share in
the United States, or respond to competitive pressures or
unanticipated requirements, which could seriously harm its
business, financial position and results of operations.

Even with net proceeds from the Company's spring 2004 private
placement, management anticipated that MedicalCV would need to
raise additional capital in December 2004.  In addition, the
report of its independent registered public accounting firm for
fiscal year 2004 includes an explanatory paragraph expressing
doubt about MedicalCV's ability to continue as a going concern.

Management expects that the Company's operating losses and
negative operating cash flow will continue through fiscal year
2005 as the Company continues adding staff to support the
development and launch of its atrial fibrillation technology.   
Management further anticipates that sales and marketing, and
general and administrative expenses, will continue to constitute a
material use of Company cash resources.  The actual amounts and
timing of its capital expenditures will vary significantly
depending upon progress on its product development projects, the
speed at which the Company is able to expand its distribution
capability in domestic and international markets and the
availability of financing.

MedicalCV, Inc., is a cardiothoracic surgery device manufacturer.  
Previously, its primary focus was on heart valve disease. It
developed and marketed mechanical heart valves known as the
Omnicarbon 3000 and 4000.  In November 2004, after an exhaustive
evaluation of the business, MedicalCV decided to explore options
for exiting the mechanical valve business.  The Company intends to
direct its resources to the development and introduction of
products targeting treatment of atrial fibrillation.


MIRANT CORP: Judge Lynn Extends Plan Filing Period Until Jan. 31
----------------------------------------------------------------
Robin Phelan, Esq., at Haynes and Boone, LLP, in Dallas, Texas,
informs the U.S. Bankruptcy Court for the Northern District of
Texas that Mirant Corporation and its debtor-affiliates are
currently focused on several items crucial to the proposal of a
feasible plan of reorganization.  While the Debtors are dedicated
to filing a reorganization plan before the end of 2004, the
Debtors would prefer to defer if by doing so they increase the
likelihood of fostering an efficient and expeditious exit from
Chapter 11 -- one that has at least the tacit support of one or
more of the official committees.

Mr. Phelan notes that a short extension of the Debtors' exclusive
periods will allow the Debtors to retain the flexibility to delay
the filing of a plan if doing so will advance the achievement of
Chapter 11's ultimate goals -- maximizing value pursuant to a
largely consensual plan of reorganization.

The Debtors plan to emerge from Chapter 11 mid-year 2005.

The Debtors ask the Bankruptcy Court to extend the Exclusive
Filing Period through and including March 31, 2005, and the
Exclusive Solicitation Period through and including May 30, 2005.

According to Mr. Phelan, the Debtors are currently focused on
these matters:

1. Ongoing Negotiations

For the Debtors' active negotiations with key constituents to be
meaningful, the Debtors must take time to discuss and consider the
positions advanced by the various constituents and the committees.  
As the Debtors anticipate filing of a plan that has been vetted
with the key creditor constituents by December 31, 2004, the
additional extension of the Exclusive Periods for filing and
soliciting acceptances for a plan is merely a prophylactic measure
to ensure the fostering of a consensual plan.  The premature
filing of a plan at this critical junction may polarize parties
rather than encourage a consensual plan.  Furthermore, forcing the
Debtors to file an incomplete plan just to preserve the Exclusive
Periods will retard the ongoing discussions.

2. Business Plan Finalization

The Debtors also continue to refine and discuss modification and
implementation considerations of various aspects of their business
plan with the committees.  Since the Debtors' business plans forms
the basis for a plan of reorganization, it is necessary for the
Debtors to continue and complete discussions with creditor and
shareholder constituencies regarding the business plan.

3. Ongoing Claims Resolution Process

Through the claims objection procedures, the total amount of
claims on the Debtors' claims register has been reduced from
$260,100,000,000 to $51,500,000,000.  To ensure that the Debtors
will be in a position to confirm a plan within the proposed time
frame, the Debtors sought and obtained the Court's approval of the
procedures for estimating claims under Section 502(c) of the
Bankruptcy Code.  Some of the Debtors' major creditors have
injected uncertainty into the Claims Estimation Procedures by
requesting reconsideration of Claims Estimation Order.  As a
result, the Debtors have been required to expend time and
resources focusing on the matters that would otherwise have been
spent addressing the claim resolution process.

In addition to working to resolve the proofs of claim filed by
third parties, the Debtors must also continue to consider and
resolve disputes arising from intercompany transactions.  
Intercompany transactions are crucial to the Debtors'
reorganization because there is a potential of billions of dollars
of swings between constituencies of the Debtors' official
committees.

4. Remaining "Gating Items"

The Debtors' cases are extremely complex.  Adding to this
complexity is the fact that the Bankruptcy Court is not the only
forum within which the Debtors are adjudicating matters that
affect the Debtors' assets and liabilities, future debt capacity,
and the ultimate feasibility of a plan.

Significant items that remain in dispute are:

   * matters related to the proceedings in front of the U.S.
     District Court for the Northern District of Texas, on
     remand, in connection with Debtors' motion to reject the
     Back-to-Back Agreement with Potomac Electric Company, which
     concerns $550,000,000 to $600,000,000 in negative cash flow
     to the Debtors' estates;

   * resolution of various matters involving the Debtors -- as
     well as other generators and energy marketers -- arising out
     of the California energy crisis of 2000 and 2001.  These
     matters also include various Federal Energy Regulatory
     Commission proceedings and various claims filed by the
     California Parties and a $2,000,000,000 claim filed by the
     California Public Utilities Commission against the Debtors;

   * resolution of the intercompany claims issues;

   * analyses and potential pursuit of claims against various
     third parties as well as pursuing and preserving the claims
     of the Debtors against third-parties that are themselves in
     a Chapter 11 proceeding;

   * evaluation of the pros and cons of various levels of
     substantive consolidation among the Debtors;

   * settlement or litigation of the remaining tax proceedings
     pending in the State of New York and the related motions
     under Section 505 of the Bankruptcy Code; and

   * litigation of matters related to Mirant Mid-Atlantic, LLC,
     and defending the myriad challenges brought by the MIRMA
     Landlords and the U.S. Bank National Association, as Lease
     Indenture Trustee and Pass Through Trustee, which involve
     leases requiring $140,000,000 in annual lease payments.

The Debtors' progress to date represents a significant set of
accomplishments.  During the last seven months of the Chapter 11
cases, the Debtors were:

   (a) complying with the rigorous requirements of the U.S.
       Trustee;

   (b) addressing the demands of the Official Committees;

   (c) preserving the value of the Debtors' trading operations
       and trading book, including managing and maintaining
       trading relationships;

   (d) pursuing litigation in connection with the PEPCO/FERC
       litigation, including proceedings before the District
       Court on remand regarding the rejection of the Back-to-
       Back Agreement;

   (e) analyzing and seeking assumption or rejection of unexpired
       leases and executory contracts;

   (f) addressing the intercompany issues among all the Debtors;

   (g) analyzing the solvency of the Debtors on various dates
       preceding the Chapter 11 filing;

   (h) responding to the efforts, principally of the Official
       Committee of Unsecured Creditors for Mirant Americas
       Generation, LLC; and

   (i) managing state court litigation, including the
       facilitation of the filing of suggestions in bankruptcy in
       the scores of state and federal court civil litigation
       suits pending nationwide.

Mr. Phelan provides a status report of some of the primary matters
that have consumed the Debtors' resources since the previous
extension of the Exclusive Periods:

A. Operational and Corporation Initiatives

   (a) Project OPI

       The Debtors, with the aid of McKinsey & Company, completed
       Wave II of Phase II of the Operations Performance
       Initiative.  Designed to further improve operating
       efficiency and results at the plant level, Project OPI was
       centered on the Debtors' North America operations and
       focused on reducing costs and enhancing gross margins
       through targeted projects.

       The results of Project OPI were then evaluated to
       determine which projects to implement.  Implementation of
       certain projects at several of the Debtors' plants has
       yielded $150,000,000 of cash improvements per year,
       including $75,000,000 to $95,000,000 in EBITDA and
       $55,000,000 to $60,000,000 in capital spend reductions.

   (b) Corporate Overhead Initiative

       The Debtors had just established a cross-functional team
       to assess and implement opportunities to streamline
       overhead through cost reductions and process improvement.
       In April 2004, the Corporate Overhead Initiative program
       commenced implementation phase with project management
       oversight.  Over 80 COI initiatives are currently being
       tracked.  Of these COI initiatives, more than 55% of the
       initiatives are complete, resulting in savings of over
       $23,000,000 in 2004.  Approximately 25% of the initiatives
       are currently in progress.  The Debtors anticipate that by
       the end of 2004, over 75% of the initiatives will be
       implemented, resulting in a savings of more than
       $35,000,000 in 2005.  The implementation of the remaining
       COI initiatives will be completed the first quarter of
       2006 and will result in savings of more than $50,000,000
       per year.

   (c) Sales Tax Audit

       The Debtors hired Ryan & Company to perform a national
       review of their operations to identify potential sales and
       use tax refund opportunities, as well as any exposure for
       the 2001 through 2003 periods.  In furtherance of this
       audit, Ryan has begun to analyze data related to all
       payables for corporate, the various plants and trading
       operations.  Ryan has filed protective claims in
       California, Nevada, New York and the State of Washington
       to protect potential refunds.  This project is 65%
       complete.  The Debtors anticipate completion of this
       project by March 2005.

   (d) Accounts Payable Audit

       The Debtors hired Broniec Associates, Inc., to conduct an
       audit of accounts payable for the years 2002 to 2003.
       Broniec will objectively determine the accuracy of the
       Debtors' accounts payable transactions and assist in the
       recovery of overpayments.

B. State of New York Property Tax Issues

Certain Debtors that are currently conducting business in State of
New York were parties to 41 tax certiorari proceedings, pending in
the New York State Supreme Court, challenging real property tax
assessments made by various municipalities in the State of New
York over multiple years.  The actions could result in
$250,000,000 refunds being recovered by the New York Debtors,
exclusive of prejudgment interest.  If tax relief is not obtained,
then one, or possibly two, of the Debtors' operating power plants
will cease operations.

After a hearing on December 10, 2003, the Bankruptcy Court entered
an order retaining jurisdiction on the tax matters, but indicated
that it would abstain from hearing any tax dispute, provided that
the trial of that particular tax proceeding began by August 1,
2004.

Litigation of the tax matters in the State of New York has moved
forward rapidly, and both trials and settlements have begun.  The
Debtors have settled with six of the towns:

   -- Ramapo,
   -- Bethel,
   -- Forestburgh,
   -- Lumberland,
   -- Wawayanda, and
   -- Deerpark

The Debtors are currently in the process of litigating the tax
matters with two towns:

   -- Haverstraw, and
   -- Stony Point

Pursuant to the Claims Estimation Order, the Debtors filed an
objection to the proofs of claim filed by Haverstraw and Stony
Point.  At the very least, the outcome of this litigation will
directly impact:

   (a) whether the New York Debtors will be reorganized or
       liquidated; and

   (b) what cash flows from their New York operations the Debtors
       can rely upon to support a viable business plan.

C. Rejection of Executory Contracts

The Debtors have continued to conduct and complete the analyses of
various executory contracts and rejected those contracts that, in
their business judgment, they deemed unnecessary.  The Debtors
have rejected numerous burdensome contracts or unexpired leases.

D. Settlement Agreements

The Debtors have also expended much time and effort successfully
negotiating compromises of the effective rejection date and a cap
on rejection damages in connection with burdensome executory
contracts, unexpired leases or contested obligations.  The
compromises have resulted in $453,000,000 savings related to
claims against the Debtors' estates, not to mention the reduction
of their time and expense associated with the resolution of the
claims.

E. Asset Sales

The Debtors have completed sales of miscellaneous assets to:

   -- Iworkplace,
   -- Industrial Technology Ventures, LP,
   -- Northrop Grumman Information Technology,
   -- non-debtor affiliates Jamaica Public Service Company, Ltd.
      and Mirant (Philippines) Corporation,
   -- Silver Dollar Recycling,
   -- Florida Power and Light, and
   -- Bombardier Aerospace Corporation

The sales have resulted in $3,000,000 in proceeds.

The Debtors are currently seeking to sell three turbine generators
to Invenergy Turbine Company, LLC, for $46,500,000, subject to
auction.

F. Adversary Proceedings

Since the second extension of their Exclusive Periods, the
Debtors have commenced two adversary proceedings:

   (a) Mirant Mid-Atlantic Services, LLC et al v. Morgantown OL1
       LLC et al (Case No. 04-04283-dml); and

   (b) Mirant Kendall, LLC v. Dick Corporation et al (Case No.
       04-04320-dml).

The Debtors have also continued to spend a significant amount of
time and resources defending and prosecuting pending adversary
proceedings.  The Debtors, notably, have made progress in
resolving both the legal and economic issues arising from the
California energy crisis.

                          *     *    *

Judge Lynn extends the Debtors' Exclusive Plan Filing Period until
January 31, 2005, and their Exclusive Solicitation Period until
April 1.

Judge Lynn will convene a hearing January 19, 2005, at 8:30 a.m.,
to consider a further extension of the Exclusive Plan Filing
Period to March 31, 2005, and the Exclusive Solicitation Period to
May 30.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- together with its direct and indirect  
subsidiaries, generate, sell and deliver electricity in North
America, the Philippines and the Caribbean. Mirant Corporation
filed for chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex.
03-46590).  Thomas E. Lauria, Esq., at White & Case LLP,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$20,574,000,000 in assets and $11,401,000,000 in debts. (Mirant
Bankruptcy News, Issue No. 49; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


NATIONAL LAMPOON: Losses & Poor Liquidity Spur Going Concern Doubt
------------------------------------------------------------------
National Lampoon, Inc.'s net losses of $1,894,734 during the last
fiscal quarter and net losses of $5,127,107 and $5,924,836 in the
last two years, negative working capital of $2,966,237 and
accumulated deficit of $24,176,491 at October 31, 2004, raise
substantial doubt about the Company's ability to continue as a
going concern.  

                      Business Activities

Since the consummation of the Reorganization Transactions
disclosed in detail in the Company's annual report on Form 10-K
for the year ended July 31, 2002, the Company has initiated a
number of new business activities, and significantly increased its
overhead by the hiring of new employees and consultants.  To date,
these operations have provided limited operating revenue, and the
Company has been relying on funding received from a group headed
by Daniel S. Laikin, Paul Skjodt and Timothy S. Durham -- the NLAG
Group -- in the form of securities purchased in connection with
the Reorganization Transactions, and subsequent investments by
Messrs. Laikin and Durham (NLAG Group) in the form of loans, to
fund operations.  Since the consummation of the Reorganization
Transactions, in which the Company received $2.1 million,
subsequent convertible preferred stock purchases provided the
Company with approximately $2.8 million.  In addition the Company
has received approximately $4.6 million from the NLAG Group in the
form of loans.  On December 9, 2004 the Company completed the sale
of units consisting of a new series of convertible preferred
stock, Series C, and warrants to purchase its common stock.   
Through this offering, the Company received approximately
$3.0 million in cash and approximately $5.2 million from the
conversion of debt owed to the NLAG Group, salary and accrued
expenses owed to Daniel Laikin, a director, for a total of
approximately $8.2 million.

On October 14, 2004, the Company signed a non-binding letter of
intent for a firm commitment underwritten offering of
approximately 1,750,000 shares of Company common stock at a price
to be negotiated.  The Company anticipates that the offering will
occur during the first six months of the 2005 fiscal year,
although there is no guarantee that the offering will take place
during this period, or at all.

The Company's principal source of working capital during the
quarter ended October 31, 2004, was from investors purchasing
Series C Convertible Preferred Stock.  Management believes that
cash on hand, which as of December 8, 2004 totaled approximately
$1.2 million, together with trademark and television revenues will
provide the Company with adequate cash to fund its ongoing
operations through the end of the current fiscal year.  It is
anticipated that any shortfall will be covered by the NLAG Group
and other investors although there is no obligation on the part of
the NLAG Group to do this.

National Lampoon, Inc., is a media and entertainment company that
creates and provides comedic content to its target audiences. The
National Lampoon brand was initially developed through years of
publication of the National Lampoon magazine and the production of
motion pictures, including National Lampoon's Animal House and
National Lampoon's Vacation.  Management believes that the
National Lampoon brand is one of the strongest brands in media.


NETWORK INSTALLATION: Wins Multiple Telecom Project Orders
----------------------------------------------------------
Network Installation Corp. (OTC Bulletin Board: NWKI) has been
awarded multiple telecom project orders.  The projects entail the
deployment of Avaya or Mitel telecom solutions for:

   -- Los Angeles, California-based Sound Solutions,
   -- Solana Beach, California-based TS Restaurants, and
   -- Long Beach, California-based e-commerce marketer NeWave,
      Inc.

Network Installation CEO Michael Cummings stated, "As with
wireless solutions, telecom solutions provides us with our
greatest profit margins.  We will continue building on the
foundation that we established this year in the telecom sector, as
we believe it to be a major growth area and revenue driver for the
Company as we move into 2005."

                        About the Company

Network Installation Corp. provides communications solutions to
the Fortune 1000, Government Agencies, Municipalities, K-12 and
Universities and Multiple Property Owners.  These solutions
include the design, installation and deployment of data, voice and
video networks as well as wireless networks including Wi-Fi and
Wi-Max applications and integrated telecommunications solutions
including Voice over Internet Protocol -- VoIP -- applications.  
To find out more about Network Installation Corp. (OTC Bulletin
Board: NWKI - News), visit its corporate website at
http://www.networkinstallationcorp.net/or  
http://www.delmarsystems.com/

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


NEW HEIGHTS: Judge Walrath Confirms Amended Liquidating Plan
------------------------------------------------------------
The Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware confirmed the First Amended Liquidating Plan
filed by New Heights Recovery & Power, LLC, in September.  A full-
text copy of the Plan is available for a fee at:

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

The Plan provides for the liquidation of the Debtor's assets to
pay secured and unsecured creditors.  It will be funded through a
$2 million contribution from creditors Grace Brothers and Casella.  
From the $2 million contribution, all outstanding DIP obligations
will be paid.

According to the Plan:

     * the Debtor will surrender all of the Tire Collateral      
       (discussed fully in the Plan) to Grace Brothers to      
       satisfy its claim in the aggregate amount of $2.2
       million;

     * the Cook County Claim amounting to $207,978 will be paid
       from the proceeds of the liquidation;

     * general unsecured creditors with an aggregate claim of
       $30.1 million will be paid their pro rata share of
       whatever's left of the sale proceeds after paying the
       liquidation costs and all the other claims; and

     * membership interests in the Debtor will be retained
          
                             *    *    *
        
The Reorganized Debtor's board of directors will be comprised of:

         -- Brian D. Brookover
         -- Brett S. Caldwell
         -- James W. Bohlig
         -- Michael Brennan

The Board will oversee the liquidation of the estate and
distribution of the sale proceeds to the estate's creditors.

Headquartered in Ford Heights, Illinois, New Heights Recovery &
Power, LLC -- http://www.tires2power.com/-- is the owner and  
operator of the Tire Combustion Facility and other tire rubber
processing facilities.  The Company filed for chapter 11
protection on April 29, 2004 (Bankr. Del. Case No. 04-11277).  
Eric Lopez Schnabel, Esq., at Klett Rooney Lieber & Schorling
represents the Debtor in its restructuring efforts.  When the
Company filed for chapter 11 protection, it listed both its
estimated debts and assets of $50 million.  The Debtor first filed
for bankruptcy in March 26, 1996, as a result to the amendment of
the Retail Rate Law.  It emerged towards the end of 1998.


OHIO CASUALTY: S&P Affirms 'BB' Counterparty Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Ohio
Casualty Corp. (NASDAQ:OCAS) and the members of the Ohio Casualty
Insurance Co. Intercompany Pool to positive from stable.

Standard & Poor's also said that it affirmed its 'BBB'
counterparty credit and financial strength ratings on the members
of OCIP (American Fire & Casualty Co., Ohio Casualty Insurance
Co., Ohio Security Insurance Co., and West American Insurance
Co.).

Also, Standard & Poor's affirmed its 'BB' counterparty credit
rating on Ohio Casualty Corp.

"The positive outlook reflects the companies' strong
capitalization and improving operating performance because of
expense-reduction initiatives and continued loss control,"
explained Standard & Poor's credit analyst Donovan Fraser.  
"Offsetting the improvement in capitalization and operating
results is an expense ratio that continues to trail that of the
group's peers and a lack of consistent underwriting and bottom-
line profitability."

Standard & Poor's expects that management will continue to make
steady progress toward underwriting profitability. OCIP is
expected to achieve underwriting profitability in 2005. Any
reserve development is expected to be modest (within 5% of stated
reserves), and capitalization is expected to remain very strong.


OMNI ENERGY: Negotiates With Debenture Holders on Payment Default
-----------------------------------------------------------------
OMNI Energy Services Corp. (Nasdaq: OMNI) said that the Amendment
and Conditional Waiver Agreement with the debenture holders is no
longer in effect.  That Agreement had provided the Company with:

     (i) the right to redeem the debentures,

    (ii) a waiver of the covenant prohibiting senior debt, and      

   (iii) an extension on the requirement to hold a stockholders
         meeting for stockholder approval of the issuance of
         additional shares of common stock to the debenture
         holders.

The Company has not paid, in cash or in stock, the October
interest payment or the November or December put payments on the
Debentures.  Failure to make such payments is an event of default
under the Debentures, but at this time the debenture holders have
not declared a default under the Debentures.

"We are currently negotiating with the debenture holders to reach
an amicable resolution of this matter," said James Eckert, Chief
Executive Officer.  "We remain steadfast in our commitment to
avoid any material adverse dilution to our stockholders in
satisfying the Debenture obligations," added Eckert.

Headquartered in Carencro, Louisiana, OMNI Energy offers a broad
range of integrated services to geophysical companies engaged in
the acquisition of on-shore seismic data and through its aviation
division, transportations services to oil and gas companies
operating in the shallow, offshore waters of the Gulf of Mexico.
The company provides its services through several business units:
Seismic Drilling, Helicopter Support, Permitting and Seismic
Survey.  OMNI's services play a significant role with geophysical
companies who have operations in marsh, swamp, shallow water and
the U.S. Gulf Coast also called transition zones and contiguous
dry land areas also called highland zones.

                          *     *     *
  
As reported in the Troubled Company Reporter on, Aug. 30, 2004,
Omni Energy Services Corp. received a Nasdaq Staff determination
on August 25, 2004, indicating that the Company had not complied
with Nasdaq Marketplace Rule 4310(c)(14) by failing to file its
Form 10-Q for the period ended June 30, 2004, on a timely basis,
and that its securities were, therefore, subject to delisting from
the Nasdaq National Stock Market.  The notification is standard
procedure when a Nasdaq listed company fails to complete a
required filing in a timely manner.

The Company filed the Form 10-Q on August 26, 2004 and, as a
result, the Nasdaq listing requirements have been satisfied.
Nasdaq has notified Omni that with the filing of its Form 10-Q,
the Company is in compliance with the Rule and, accordingly, the
matter is closed.

The Company disclosed in its Form 10-Q that, as a result of the
late filing of the Form 10-Q, the Company was in technical default
of its registration obligations with respect to its 6.5%
Subordinated Convertible Debentures.  With the filing of the Form
10-Q on August 26, 2004, the technical default has been cured.  
The Company is currently in compliance with all provisions of the
Debentures.


PARAMOUNT RESOURCES: Sr. Debt Exchange Offer Expires January 13
---------------------------------------------------------------
Paramount Resources Ltd. (TSX:POU) is providing an update on the
status of its exchange offer and consent solicitation for its
7-7/8% Senior Notes due 2010 and 8-7/8% Senior Notes due 2014.

The offer expiration date for the Notes Offer is on Jan. 13, 2005.
Paramount offered an additional payment for tendering noteholders
if the requisite tenders and consents were received by 5:00 p.m.
New York time on Dec. 29, 2004.  As of that time, the requisite
tenders and consents had not been received.  The consent
expiration time has not been extended and the Notes Offer remains
unchanged.

Paramount has been advised that a committee of holders of each
series of notes, allegedly holding a sufficient amount of the
notes to preclude the minimum tender condition specified in the
Notes Offer from being satisfied, has been formed to respond to
the Notes Offer.  The committee is seeking to engage Paramount in
negotiations on the terms of the Notes Offer.

Moody's Investor Service has assigned a "B3" rating to the
Paramount notes to be issued under the Notes Offer. The Moody's
ratings for Paramount are with a negative outlook.

Paramount Resources Ltd. is a Canadian oil and natural gas
exploration, development and production company with operations
focused in Western Canada.  Paramount's common shares are listed
on the Toronto Stock Exchange under the symbol "POU".

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 23, 2004,
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.

As reported in the Troubled Company Reporter on Dec. 15, 2004,
Standard & Poor's Ratings Services placed its 'B+' long-term
corporate credit and 'B' long-term senior unsecured debt ratings
on Calgary, Alberta-based Paramount Resources Ltd. on CreditWatch
with negative implications following the company's announcement of
its intention to seek shareholder and bondholder approval to spin-
off a portion of its existing asset base into a new Canadian
income trust.  The proposed spin-off will affect the ratings on
the US$215 million of public debt remaining after the announced
repurchase of about US$85 million in debt.


PCI CAPITAL: S&P Places BB+ Rating on $100 Million Unsecured Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' issue credit
rating to a recent issue by PCI Capital Ltd. of US$100 million in
10-year unsecured 5.875% notes due 2014.  The notes are fully and
unconditionally guaranteed by Pacific Century Insurance Co. Ltd.
(PCI; BBB-/Stable/--).

PCI Capital, Ltd., is a special purpose vehicle and a wholly owned
subsidiary of PCI.  The rating on the issue is one notch below the
long-term foreign currency counterparty credit rating on PCI, the
guarantor of the notes.  The notching difference reflects the
effective subordination of the debt to the liabilities of PCI's
long-term business.  The issue and the guarantee ranks pari passu
with all other unsecured and unsubordinated obligations of the
issuer and the guarantor.  However, the notes will be effectively
junior to all of the existing and future secured indebtedness of
the issuer and the guarantor, and PCI's guarantee will be
effectively junior to the liabilities of PCI's long-term business.

The proceeds will be on-lent to PCI, which intends to use the net
proceeds to fund expansion into the mainland Chinese life
insurance market or as general working capital.

These ratings were initiated by Standard & Poor's and may be based
solely on publicly available information and without the
participation of the issuer's management.  Standard & Poor's has
used information from sources believed to be reliable, but does
not guarantee the accuracy, adequacy or completeness of any
information used.  Ratings are statements of opinion, not
statements of fact or recommendations to buy, hold, or sell any
securities.  Other analytic services performed by Standard &
Poor's may be based on information that was not available for this
rating and this report.


PETROBAS ENERGIA: S&P Puts 'B+' Credit Rating on Watch Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' foreign
currency long-term corporate credit rating on Petrobras Energia
S.A. -- PESA -- on CreditWatch with positive implications.
     
The rating action follows its analysis of Petroleos Brasileiros'
-- Petrobras -- announcement to consolidate most of its Argentine
operations under PESA.  "Although we will continue to analyze the
actual effect of the new operation, the most significant credit
impact comes from the increasing economic incentives in light of
the existence of cross-default clauses between Petrobras and PESA
that will broaden the latter's financial flexibility.  In our
opinion, the merger implies a higher level of commitment from
Petrobras to its Argentine subsidiary," said Standard & Poor's
credit analyst Pablo Lutereau.  The ratings will likely be raised
after the completion of the legal approval process.

On Nov. 12, 2004, PESA's board of directors approved the
transaction by means of which PESA will absorb the equity of the
Argentine refining and marketing EG3, Argentine upstream Petrolera
Santa Fe and Argentine upstream Petrobras Argentina.  The assets
to be merged include a 31,000-barrels-per-day refinery in Buenos
Aires, approximately 700 service stations in Argentina, 18,100
barrels of oil equivalent (boe) per day of production and reserves
for 70 million boe.  After the merger, Petrobras' direct and
indirect stake in PESA will increase to approximately 67.25%
compared to 57.58% before the merger.  This transaction is subject
to legal approvals of the Argentine authorities, which are
expected to take place in the first half of 2005.  Although we
believe that these assets will somewhat strengthen PESA's
Argentine business position by proving further integration between
upstream and downstream while increasing crude oil production and
economies of scale, the cash flows derived from these assets would
not significantly change credit metrics of the company.  We
believe the most significant credit impact will come from the
broader financial flexibility provided by the higher perception of
Petrobras' commitment to its subsidiary.

The ratings on PESA reflect its relatively aggressive financial
profile, significant need for capital expenditures (to develop its
large reserve base and increase production levels), high exposure
to the Republic of Argentina's uncertain and rapidly changing
economic and regulatory rules, and the uncertainties surrounding
the utility business in which the company participates.  The
ratings also incorporate the potential support from its main
shareholder, Petrobras, which contributed to improved financial
flexibility, and geographic diversification.


PSINET CONSULTING: Confirmation Hearing Set for January 11
----------------------------------------------------------          
The Honorable Robert E. Gerber of the U.S. Bankruptcy Court for
the Southern District of New York will convene a hearing at 9:30
a.m., on January 11, 2005, to consider confirmation of the First
Amended Joint Plan of Liquidation for PSINet Consulting Solutions
Holdings and its debtor-affiliate, PSINet Consulting Solutions
Knowledge Services, Inc.

Harrison J. Goldin, the Chapter 11 Trustee for the Debtors, filed
a First Amended Disclosure Statement and a First Amended Joint
Plan on November 18, 2004.  Judge Gerber approved the adequacy of
the Amended Disclosure Statement on November 19, 2004, allowing
the Plan to be sent to creditors for a vote.

The Joint Plan provides for the appointment of a Joint Plan
Administrator prior to the Confirmation Hearing who will
administer the Reorganized Debtors, liquidate the remaining assets
of the Debtors' estates, manage the winding down of the
Reorganized Debtors, administer distributions in accordance with
the Joint Plan, and pursue various litigation claims.

The Plan provides for all of the property of the Debtors to be
liquidated for the benefit of holders of Allowed Claims and
provides for these recoveries:

   a) all Allowed Administrative Claims, Allowed Priority Tax
      Claims and Allowed Other Priority Claims will be paid in
      full;

   b) holders of Allowed Secured Claims will either be paid in
      full or will receive the collateral securing those Claims,
      or a combination of both;

   c) holders of PSINet Consulting Convenience Class Claims will
      receive 42% of their Allowed Consulting General Unsecured
      Claims;

   d) holders of Allowed PSINet Consulting General Unsecured
      Claims and Allowed PSINet Knowledge Services General
      Unsecured Claims will receive a Pro Rata share of the
      respective Debtor's remaining property after the Allowed
      Administrative Claims, Allowed Priority Tax Claims, Allowed
      Secured Claims, and PSINet Consulting Convenience Class
      Claims have been paid in full; and

   e) holders of Subordinated Claims, PSINet Consulting
      Subsidiaries Claims, PSINet Equity Interests, PSINet
      Knowledge Affiliates Claims and PSINet Knowledge Equity
      Interests will not receive any distribution under the Joint  
      Plan.

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

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

Confirmation Objections, if any, must be filed and served by
January 10, 2005.  

PSINet Consulting Solutions Holdings is a subsidiary of PSINet
Inc.  The Debtors filed for chapter 11 protection on September 10,
2001 (Bankr. S.D.N.Y. Case No. 01-14916).  Headquartered in
Ashburn, Virginia, PSINet Inc. is a provider of Internet and IT
solutions, offering hosting solutions, and a full suite of retail
and whole sale Internet services through wholly owned PSINet
subsidiaries. The Company filed for chapter 11 protection on May
31, 2001. William J. Perlstein, Esq. at Wilmer, Cutler & Pickering
represents the Debtor in its chapter 11 case. At the time of the
filing, PSINet Inc. had total assets of $2.2 billion and total
liabilities of $4.3 billion, of which $2.9 billion is bond debt.


PYRAMID AUTO GROUP: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Pyramid Auto Group, Inc.
        5541 Silver Street
        Auburn, New York 13201

Bankruptcy Case No.: 04-69021

Type of Business: The Debtor provides auto sales and rental
                  property.

Chapter 11 Petition Date: December 29, 2004

Court: Northern District of New York (Utica)

Judge: Stephen D. Gerling

Debtor's Counsel: Laura M. Harris, Esq.
                  Harris Law Office PLLC
                  4199 East Genesee Street
                  Syracuse, NY 13214
                  Tel: 315-445-5608
                  Fax: 315-445-0738

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 4 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
States Resources Corp.        Value of Collateral:      $289,000
4848 South 131st Street       $200,100
Omaha, NY 13021               Unsecured Value:
                              88,900

City Of Auburn Treasurer      Trade debt                $120,000
P.O. Box 7
Auburn, NY 13021

Joseph Calcogno               Trade debt                 $59,829
18 Wright Avenue              Value of Collateral:
Auburn, NY 13021              $49,000
                              Unsecured Value:
                              $10,829

NYSEG                         Trade debt                  $2,200


RELIANCE GROUP: Liquidator Settles Pershing Action for $1.64 Mil.
-----------------------------------------------------------------
M. Diane Koken, Insurance Commissioner of the Commonwealth of
Pennsylvania, as Liquidator of Reliance Insurance Company, asks
the Commonwealth Court to approve a Settlement Agreement with
Lloyd's Underwriters and Companies -- other than Zurich
Reinsurance (London) Limited.

Prior to being placed in rehabilitation and liquidation
proceedings, RIC issued a "business owners policy" to a limited
partnership formed to construct a 12-unit condominium in San
Diego -- the Pershing Park Villas.

The policy issued by RIC to the Insureds was effective from
June 1, 1985, to June 1, 1986.

In the early 1990s, the Pershing Park Villas Homeowners
Association instituted an action against the Insureds asserting
construction defect claims.  The Insureds tendered defense of
that action to RIC.

RIC defended the Action for two years, but withdrew from the
defense of the action in 1994, because the claimed damage did not
occur during the policy period.

Subsequently, a $300,000 default judgment was taken against the
Insureds, all of whom filed for bankruptcy between August 1994
and July 1995.

On July 20, 1995, the Insureds filed a bad faith action against
RIC.

In the Spring of 1998, a jury awarded $27,000,000 in damages
against RIC, which was then remitted to approximately $5,250,000
plus interest and attorneys' fees.

RIC subsequently settled the Insureds' action for $5,700,000.

                        Underwriters Policy

RIC is an insured under a blended insurance policy issued by the
Underwriters.

RIC sought coverage under the Underwriters Policy for its losses
in connection with the Pershing Park Settlement.

The Underwriters Policy and the policy period at issue with
respect to the Pershing Park Litigation predate and are separate
from those insurance policies issued by the Underwriters and
other insurance companies which provide coverage for subsequent
policy periods to RIC, its directors and officers and others.

         Coverage of a Portion of RIC's Loss is Undisputed

While RIC and the Underwriters disagree about the exact nature of
RIC's losses in connection with the Pershing Park Settlement and
the scope of coverage under the Underwriters Policy, RIC and the
Underwriters agree that a substantial portion of those losses is
covered by the Underwriters' Policy.

Moreover, RIC and the Underwriters agree that Zurich Reinsurance
(London) Limited, which entity is not a party to the Settlement
Agreement, subscribed to 15% of the blended Underwriters Policy,
and therefore is responsible for 15% of the coverage under that
Policy.

In January 2001, the Underwriters agreed to pay Reliance 85% of
the amounts the Underwriters determined to be covered by the
Underwriters Policy.

The amount which RIC and the Underwriters do not dispute is
covered by the Underwriters Policy, less the policy's deductible,
is $1,640,000, which amount the Underwriters have agreed to pay
RIC pursuant to the Settlement Agreement.

The parties dispute whether additional Underwriters Policy
proceeds are due the RIC estate for losses incurred in connection
with the Pershing Park Settlement.  The Settlement Agreement does
not provide for payment of the Disputed Amount, which totals
approximately $340,000, and the parties have reserved their
rights with respect to RIC's entitlement to the Disputed Amount
and are endeavoring to resolve their differences.

                        Settlement Agreement

The Settlement Agreement provides that Underwriters agree to pay,
and RIC agrees to accept, $1,640,000.  That amount is to be paid
on the "Effective Date" of the Settlement, which is the later of:

    -- an order from the Commonwealth Court of Pennsylvania
       overseeing the liquidation of RIC is entered, approving and
       authorizing the Underwriters to make the $1,640,000 payment
       to RIC under the Policy;

    -- an order from the United States Bankruptcy Court for the
       Southern District of New York overseeing the bankruptcy of
       Reliance Group Holdings is entered, approving the
       Settlement Agreement and authorizing the Underwriters to
       make the $1,640,000 payment to RIC under the Policy; and

    -- the Orders are not subject to any stay, appeal, request for
       reconsideration or request for rehearing and for which the
       time to seek any stay, appeal, reconsideration or rehearing
       has expired.

The Settlement Agreement also preserves the rights of both the
Underwriters and RIC to assert that a different amount applies to
the Pershing Park Litigation.  This provision allows the parties
the necessary flexibility to further negotiate a resolution of
the coverage issue relating to the Disputed Amount.

With respect to the Disputed Amount, the Settlement Agreement
allows RIC and the Liquidator 90 days after the Effective Date to
advise the Underwriters whether they intend to seek further
monies from the Underwriters under the Underwriters Policy for
the Pershing Park Litigation.  The 90-day period affords the
Liquidator time to evaluate RIC's entitlement to coverage for the
Disputed Amount and to continue efforts to negotiate a resolution
with the Underwriters, while receiving the $1,640,000 undisputed
coverage amount on behalf of RIC's estate.

The Settlement Agreement was the subject of arm's-length
negotiations, according to Jerome R. Richter, Esq., at Blank
Rome, in Philadelphia, Pennsylvania.  The result is fair and
reasonable because RIC will recover the undisputed proceeds of
the Policy for the Pershing Park Litigation, while preserving its
rights to resolve the disputed amount of that claim.

Headquartered in New York, New York, Reliance Group Holdings, Inc.
-- http://www.rgh.com/-- is a holding company that owns 100% of  
Reliance Financial Services Corporation. Reliance Financial, in
turn, owns 100% of Reliance Insurance Company. The holding and
intermediate finance companies filed for chapter 11 protection on
June 12, 2001 (Bankr. S.D.N.Y. Case No. 01-13403) listing
$12,598,054,000 in assets and $12,877,472,000 in debts. The
insurance unit is being liquidated by the Insurance Commissioner
of the Commonwealth of Pennsylvania. (Reliance Bankruptcy News,
Issue No. 66; Bankruptcy Creditors' Service, Inc., 215/945-7000)


RESIDENTIAL FUNDING: Fitch Puts Low-B Ratings on Two Classes
------------------------------------------------------------
Fitch rates Residential Funding Mortgage Securities I, Inc.'s --
RFMSI -- mortgage pass-through certificates, series 2004-S9:

     -- $631,040,350 classes I-A-1 through I-A-27, II-A-1, I-A-     
        P, I-A-V, II-A-P, II-A-V, R-I, R-II, R-III, and R-IV
        senior certificates 'AAA';

     -- class II-M-1 $1,016,300 'AA';

     -- $254,000 class II-M-2 'A';

     -- $190,500 class II-M-3 'BBB';

     -- $127,000 privately offered subordinate class II-B-1
        'BB';

     -- $127,000 class II-B-2 'B';

These are not rated by Fitch:

     -- $6,226,400 class I-M-1;
     -- $2,594,300 class I-M-2;
     -- $1,556,600 class I-M-3;
     -- $1,037,700 privately offered subordinate class I-B-1;
     -- $1,037,700 privately offered subordinate class I-B-2;
     -- $518,901 privately offered subordinate class I-B-3;
     -- $127,079 privately offered subordinate class II-B-3.
     
The mortgage pool consists of two groups of mortgage loans
referred to as the group I and the group II loans.

     Loan group I consists of mortgage loans with terms to
     maturity of generally not more than 30 years and will be  
     supported by the I-M-1, I-M-2, I-M-3, I-B-1, I-B-2, and I-
     B-3 certificates.  

     Loan group II consists of mortgage loans with terms to
     maturity of generally not more than 15 years  and will be
     supported by the II-M-1, II-M-2, II-M-3, II-B-1, II-B-2,
     and II-B-3 certificates.

The 'AAA' rating on the group I senior certificates reflects the
2.50% subordination provided by:

     * the 1.20% class I-M-1,
     * the 0.50% class I-M-2,
     * the 0.30% class I-M-3,
     * the 0.20% privately offered class I-B-1,
     * the 0.20% privately offered class I-B-2, and
     * the 0.10% privately offered class I-B-3.

The 'AAA' rating on the group II senior certificates reflects the
1.45% subordination provided by:
     
     * the 0.80% class II-M-1,
     * the 0.20% class II-M-2,
     * the 0.15% class II-M-3,
     * the 0.10% privately offered class II-B-1,
     * the 0.10% privately offered class II-B-2, and
     * the 0.10% privately offered class II-B-3.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud, and
special hazard losses in limited amounts.  In addition, the
ratings reflect the quality of the mortgage collateral, strength
of the legal and financial structures, and Residential Funding
Corp.'s -- RFC -- master servicing capabilities, rated 'RMS1' by
Fitch.

As of the cut-off date, Dec. 1, 2004, the mortgage pool consists
of 1,348 conventional, fully amortizing, fixed-rate mortgage loans
secured by first liens on one- to four-family residential
properties with an aggregate principal balance of approximately
$645,853,832.  The group I mortgage pool consists of 1,063
mortgage loans with an aggregate principal balance of
$518,853,762.  The mortgage pool has a weighted average original
loan-to-value ratio of 67.80%.  

The weighted-average FICO score of the loans in the pool is 748
and approximately 77.25% and 5.63% of the mortgage loans possess
FICO scores greater than or equal to 720 and less than 660,
respectively.  Loans originated under a reduced loan documentation
program account for approximately 14.32% of the pool, equity
refinance loans account for 20.35%, and second homes account for
1.53%.  The average loan balance of the loans in the pool is
approximately $488,103.

The three states that represent the largest portion of the loans
in the pool are:

     * California (47.98%),
     * Virginia (6.67%), and
     * Maryland (4.10%).

The group II mortgage pool consists of 285 mortgage loans with an
aggregate principal balance of approximately $127,000,070. The
mortgage pool has a weighted average original loan-to-value ratio
of 62.80%.  The weighted-average FICO score of the loans in the
pool is 748, and approximately 78.60% and 1.35% of the mortgage
loans possess FICO scores greater than or equal to 720 and less
than 660, respectively.  Loans originated under a reduced loan
documentation program account for approximately 19.05% of the
pool, equity refinance loans account for 22.11%, and second homes
account for 3.92%.  The average loan balance of the loans in the
pool is approximately $445,614.

The three states that represent the largest portion of the loans
in the pool are:

     * California (35.00%),
     * Texas (7.65%), and
     * Michigan (5.12%).

None of the mortgage loans were subject to the Home Ownership and
Equity Protection Act of 1994.  Furthermore, none of the mortgage
loans in the pool are mortgage loans that are referred to as
'high-cost' or 'covered' loans or any other similar designation
under applicable state or local law in effect at the time of
origination of such loan if the law imposes greater restrictions
or additional legal liability for residential mortgage loans with
high interest rates, points, and/or fees.

For additional information on Fitch's rating criteria regarding
predatory lending legislation, see the press release 'Fitch
Revises Rating Criteria in Wake of Predatory Lending Legislation,'
dated May 1, 2003, available on the Fitch Ratings web site at
http://www.fitchratings.com/

All of the group I mortgage loans were purchased by the depositor
through its affiliate, Residential Funding, from unaffiliated
sellers except in the case of 16.0% of the mortgage loans, which
were purchased by the depositor through its affiliate, Residential
Funding, from HomeComings Financial Network, Inc., a wholly owned
subsidiary of the master servicer.

Approximately 18.8% and 11.1% of the mortgage loans were purchased
from Provident Funding Associates, L.P. and Ohio Savings Bank,
FSB, respectively, each an unaffiliated seller. Except as
described in the preceding sentence, no unaffiliated seller sold
more than approximately 7.5% of the mortgage loans to Residential
Funding.  Approximately 80.1% of the mortgage loans are being
subserviced by HomeComings Financial Network, Inc. (rated 'RPS1'
by Fitch) as primary servicer.

All of the group II mortgage loans were purchased by the depositor
through its affiliate, Residential Funding, from unaffiliated
sellers except in the case of 19.6% of the mortgage loans, which
were purchased by the depositor through its affiliate, Residential
Funding, from HomeComings Financial Network, Inc., a wholly owned
subsidiary of the master servicer.

Approximately 18.6% and 13.5% of the group II loans were purchased
by the depositor through Provident Funding Associates, L.P. and
HSBC Mortgage Corp., respectively, each an unaffiliated seller.
Except as described in the preceding sentence, no unaffiliated
seller sold more than approximately 7.3% of the mortgage loans to
Residential Funding.  Approximately 92.1% of the mortgage loans
are being subserviced by HomeComings Financial Network, Inc.

U.S. Bank National Association will serve as trustee. RFMSI, a
special purpose corporation, deposited the loans in the trust,
which issued the certificates.  For federal income tax purposes,
an election will be made to treat the trust fund as four real
estate mortgage investment conduits -- REMICs.


ROGERS COMMS: 93.5% of Shares Tendered in Privatization Offer
-------------------------------------------------------------
Rogers Communications Inc. and its wholly-owned subsidiary RWCI
Acquisition Inc. have acquired 93.5% of the Rogers Wireless
Communications Inc. Class B Restricted Voting shares held by the
public under the exchange offer which expired late Dec. 30.  The
results are sufficient to enable the Offerors to proceed
immediately to take Rogers Wireless private.

RCI's exchange offer to purchase any or all of the publicly owned
RWCI Restricted Voting shares, with the consideration being 1.75
RCI Class B Non-Voting shares for each RWCI Restricted Voting
share held, was announced on November 11, 2004 and was mailed to
RWCI shareholders, along with RWCI's Directors' Circular, on
Nov. 25, 2004.

Prior to the expiry time last night, 14,991,077 RWCI Restricted
Voting shares were validly tendered in the offer and not properly
withdrawn.  This represents approximately 93.5% of the total
number of outstanding RWCI Restricted Voting shares not owned by
the Offerors. The Offerors have taken up and accepted for payment
all of the RWCI Restricted Voting shares validly tendered to the
offer and not withdrawn prior to the expiry time, and as a result,
RCI and its affiliates now own 79,902,893 RWCI Restricted Voting
shares, representing approximately 98.7% of the RWCI Restricted
Voting shares outstanding, and 62,820,371 RWCI Class A Multiple
Voting shares, representing 100% of the RWCI Class A Multiple
Voting shares outstanding.

Accordingly, the Offerors have acquired sufficient RWCI Restricted
Voting shares under the exchange offer in order to permit them to
carry out a compulsory acquisition of all of the remaining RWCI
Restricted Voting shares owned by the public by means of a
compulsory acquisition under Section 206 of the Canada Business
Corporations Act.  RCI intends to immediately take steps to
exercise that right.  RCI and RWCI also expect that the Toronto
Stock Exchange and New York Stock Exchange will initiate delisting
of the RWCI Restricted Voting shares shortly.  Shareholders who
did not tender their RWCI Restricted Voting shares to the offer
will be offered the same consideration per share in the subsequent
compulsory acquisition as they would have received had they
tendered their shares to the offer prior to the expiry time.

RCI and RWCI Acquisition Inc. are joint actors in connection with
the offer and they together have ownership and control of the RWCI
Restricted Voting shares referred to in this news release.

The exchange offer is not being, and will not be, made in any
jurisdiction where not permitted by law.  RCI and RWCI urge U.S.
holders of RWCI Restricted Voting shares to read the Registration
Statement on Form F-10 related to the exchange offer, as well as
other documents that have been or will be filed with the SEC, as
these documents contain important information to assist
shareholders in making an informed investment decision.

This communication shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
securities in any jurisdiction in which the offer, solicitation or
sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.  No offering
of securities shall be made in the U.S. except by means of a
prospectus meeting the requirements of the Securities Act of 1933,
as amended.

In connection with the exchange offer, RCI has previously filed
materials on SEDAR and in the U.S. with the SEC.  Investors are
urged to read these materials because they contain important
information. Investors may obtain a free copy of these materials,
as well as other materials filed on SEDAR and with the SEC
concerning RCI, at http://www.sedar.com/and http://www.sec.gov/

                       About the Companies

Rogers Wireless Communications Inc. (TSX: RCM; NYSE: RCN) operates
Canada's largest integrated wireless voice and data network,
providing advanced voice and wireless data solutions to customers
from coast to coast on its GSM/GPRS/EDGE network, the world
standard for wireless communications technology.  Following its
November 2004 acquisition of Microcell Telecommunications, Rogers
Wireless has 5.5 million wireless customers and offices in
Canadian cities across the country. Rogers Wireless is majority
owned by Rogers Communications Inc.

Rogers Communications Inc. (TSX: RCI; NYSE: RG) --
http://www.rogers.com/-- is a diversified Canadian communications  
and media company.  It is engaged in cable television, high-speed
Internet access and video retailing through Canada's largest cable
television provider, Rogers Cable Inc.; in wireless voice and data
communications services through Rogers Wireless Communications
Inc., Canada's largest wireless provider and the country's only
provider operating on the GSM/GPRS world standard technology
platform; and in radio, television broadcasting, televised
shopping and publishing businesses through Rogers Media Inc.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 10, 2004,
Standard & Poor's Ratings Services lowered its long-term corporate
credit ratings on Rogers Communications, Inc. -- RCI, Rogers Cable
Inc., and Rogers Wireless Inc. -- RWI -- to 'BB' from 'BB+'
following RWI's successful tender for various equity securities of
Microcell Telecommunications, Inc. Given the success of the
offer, and lack of any other material conditions RWI is expected
to complete the acquisition of Microcell in the near term. The
outlook is currently stable.


RUSSELL CORP: Completes $115 Million Brooks Sports Acquisition
--------------------------------------------------------------
Russell Corporation (NYSE: RML) has completed the acquisition,
announced earlier in December, of Brooks Sports, Inc., for
approximately $115 million cash.  Fiscal-year 2004 sales for
Brooks, which will operate as a subsidiary of Russell, are
expected to be approximately $95 million.

"This is a continuation of our strategy to expand our position as
a leading, authentic sporting goods company," said Jack Ward,
chairman and CEO.  "The addition of athletic performance footwear
strengthens Russell's position in the sporting goods business.  We
believe that this acquisition, just as our other recent
acquisitions, is an investment in our future growth."

                           About Brooks

Brooks Sports, Inc. is a leading running company that designs and
markets a line of performance footwear, apparel, and accessories
in more than 26 countries worldwide.  Brooks was founded in 1914
and is headquartered in Bothell, Wash., near Seattle.

                     About Russell Corporation

Russell Corporation is a leading branded athletic and sporting
goods company with over a century of success in marketing athletic
uniforms, apparel and equipment for a wide variety of sports,
outdoor and fitness activities. The Company's brands include
Russell Athletic(R), JERZEES(R), Spalding(R), AAI(R), Huffy
Sports(R), Mossy Oak(R), Bike(R), Moving Comfort(R), Dudley(R),
Sherrin(R), Cross Creek(R) and Discus(R). The Company's common
stock is listed on the New York Stock Exchange under the symbol
RML and its website address is http://www.russellcorp.com/

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 16, 2004,
Standard & Poor's Ratings Services placed its ratings on Atlanta,
Georgia-based athletic apparel and sports equipment manufacturer
Russell Corp on CreditWatch with negative implications, including
the company's 'BB' long-term corporate credit rating.

Russell Corp.'s total debt outstanding at Oct. 3, 2004, was
$377.4 million.

"The CreditWatch placement follows the company's announcement that
it has signed an agreement to acquire Brooks Sports Inc. for
approximately $115 million. While Russell expects the transaction
to be accretive to 2005 earnings, it will be entirely financed
with debt," said Standard & Poor's credit analyst Susan Ding.


SAFETY-KLEEN: Court Extends Claims Objection Deadline to June 16
----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
approves the request of Reorganized Safety-Kleen Corporation, its
affiliates, and Oolenoy Valley Consulting, LLC, as trustee of the
Safety-Kleen Creditors' Trust, to extend the deadline to object to
proofs of claim through and including June 16, 2005.

The Reorganized Debtors and the Trustee will have additional time
to review the claims and to file claims objections.

Headquartered in Delaware, Safety-Kleen Corporation --
http://www.safety-kleen.com/-- provides specialty services such
as parts cleaning, site remediation, soil decontamination, and
wastewater services.  The Company, along with its affiliates,
filed for chapter 11 protection (Bankr. D. Del. Case No. 00-02303)
on June 9, 2000.  Gregg M. Galardi, Esq., at Skadden, Arps, Slate,
Meagher, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $3,031,304,000 in assets and $3,333,745,000 in liabilities.
(Safety-Kleen Bankruptcy News, Issue No. 84; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


SAFETY-KLEEN: Agrees to June 30 Extension to Object to IRS Claims
-----------------------------------------------------------------
On July 30, 2003, the Internal Revenue Service filed a request for
payment of taxes against Safety-Kleen Corp., asserting a
protective administrative expense priority claim for $2,576,023 on
account of corporate income taxes for the tax period ending
September 30, 1992.

The IRS also filed a request for payment of taxes against Safety-
Kleen Systems, Inc., asserting a protective administrative expense
priority claim for $4,914,871 on account of corporate income taxes
for the tax period ending December 31, 1992.

The IRS is asserting the Claims because certain tax refunds
previously made to the Debtors may be reversed as a result of an
ongoing audit being conducted by it.

Accordingly, the parties stipulate and agree that the deadline for
the Debtors to object to IRS's claims will be extended to June 30,
2005.

Headquartered in Delaware, Safety-Kleen Corporation --
http://www.safety-kleen.com/-- provides specialty services such
as parts cleaning, site remediation, soil decontamination, and
wastewater services.  The Company, along with its affiliates,
filed for chapter 11 protection (Bankr. D. Del. Case No. 00-02303)
on June 9, 2000.  Gregg M. Galardi, Esq., at Skadden, Arps, Slate,
Meagher, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $3,031,304,000 in assets and $3,333,745,000 in liabilities.
(Safety-Kleen Bankruptcy News, Issue No. 84; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


SPIEGEL INC: Has Until Feb. 4 to File Chapter 11 Plan
-----------------------------------------------------
Following productive discussions between Spiegel Inc. and its
debtor-affiliates and the Official Committee of Unsecured
Creditors, Judge Blackshear issued a bridge order extending the
Debtors' Exclusive Plan Filing Period until February 4, 2005, and
the Exclusive Solicitation Period until April 7, 2005, to afford
the Debtors and the Creditors' Committee a meaningful opportunity
to negotiate a consensual Chapter 11 plan.  With the extension,  
Judge Blackshear notes, the Debtors will not be "prematurely  
forced to file a motion seeking further extensions of the  
Exclusive Periods."

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


TACTICA INT'L: Arent Fox Approved as Creditors Committee Counsel
----------------------------------------------------------------           
The U.S. Bankruptcy Court for the Southern District of New York
gave the Official Committee of Unsecured Creditors of Tactica
International, Inc., permission to employ Arent Fox PLLC as its
counsel.

Arent Fox will:

   a) assist, advise and represent the Committee in its
      consultation with the Debtor relative to the administration
      of its chapter 11 case;

   b) assist, advise and represent the Committee in analyzing the
      Debtor's assets and liabilities, investigating the extent
      and validity of liens and participating in and reviewing any
      proposed asset sales or dispositions;

   c) attend meetings and negotiate with the representatives of
      the Debtor and secured creditors;

   d) assist and advise the Committee in its examination and
      analysis of the conduct of the Debtor's affairs;

   e) assist the Committee in the review, analysis and
      negotiation of any plan of reorganization that may
      be filed and to assist the Committee in the review, analysis
      and negotiation of the disclosure statement accompanying any
      plan of reorganization;

   f) assist the Committee in the review, analysis, and
      negotiation of any financing or funding agreements;

   g) to take all necessary action to protect and preserve the
      interests of the Committee, including  the prosecution of
      actions on its behalf, negotiations concerning all
      litigation in which the Debtor are involved, and the review
      and analysis of all claims filed against the Debtor's
      estate;

   h) to generally prepare on behalf of the Committee all
      necessary motions, applications, answers, orders, reports
      and papers in support of positions taken by the Committee;

   i) to appear before the Bankruptcy Court, the Appellate Courts,
      and other Courts to protect the interests of the Committee
      before those Courts and the United States Trustee; and

   j) to perform all other necessary legal services for the
      Committee in the Debtor's chapter 11 case.

Schuyler G. Carroll, Esq., a Member at Arent Fox, is the lead
attorney for the Committee. Mr. Carrol will charge at $460 per
hour.

Mr. Carrol reports Arent Fox's professionals bill:

    Designation          Hourly Rate
    -----------          -----------
    Members              $340 - 590
    Of Counsel            340 - 580
    Associates            175 - 395
    Legal Assistants      165 - 190

Arent Fox assures the Court that it does not represent any
interest adverse to the Committee, the Debtor or its estate.

Headquartered in New York, New York, Tactica International, Inc.,
a wholly owned subsidiary of IGIA, Inc. -- http://www.igia.com/--
designs, develops and markets personal and home care items under
the IGIA and Singer brands. Product categories include hair care,
dental care, skin care, sports and exercise, household and
kitchen.  Tactica holds an exclusive license to market a line of
floor care products under the Singer name.  Tactica also owns
rights to the "As Seen On TV" trademark. The Company filed for
chapter 11 protection on Oct. 21, 2004 (Bankr. S.D.N.Y. Case No.
04-16805).  Timothy W. Walsh, Esq., at Piper Rudnick, LLP,
represent the Debtor in its restructuring effort.  When the
Company filed for protection from its creditors, it reported
assets amounting to $10,568,890 and debts amounting to
$14,311,824.


TACTICA INT'L: U.S. Trustee Appoints 7-Member Creditors Committee
-----------------------------------------------------------------           
The United States Trustee for Region 2 appointed seven creditors
to serve on the Official Committee of Unsecured Creditors of
Tactica International, Inc.'s chapter 11 case:

   1. 4 Bucks Media, Inc.
      Attn: Fred Shulman
      19 Colt Lane
      Bell Canyon, California 91307
      Phone: 914-251-9200

   2. World Enterprises Ltd.
      Attn: David Rounanik, CPA
      Room 503A, Tower 1
      Admiralty Centre
      18 Harcourt Road
      Admiralty, Hong Kong
      Phone: 201-941-1221

   3. DuVar Laboratory Inc.
      Attn: Pierre J. Trudeau,
      1460 Graham Bell
      Boucherville, Quebec
      Canada J4B 6H5
      Phone: 450-641-4740

   4. Lifetime Entertainment Services
      Attn: Clifford Ejikeme
      309 W. 49th Street
      New York, New York 10019
      Phone: 212-424-7174

   5. Broadcast Response Inc. (Sherwood Media)
      Attn: Jeffrey Traurig, Esq.
      299 West Hillcrest Drive, Suite 113
      Thousand Oaks, California 91360
      Phone: 201-489-3000

   6. Empire State Building Co., LLC
      Attn: Robert Hirsh, Esq.
      350 Fifth Avenue
      New York, New York 10118
      Phone: 212-692-1035

   7. International Chemical d/b/a Innovative Chemical
      Attn: Jay Gartlan, Esq.
      55 Woodridge
      Amherst, New York 14228
      Phone: 716-689-4600

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

Headquartered in New York, New York, Tactica International, Inc.,
a wholly owned subsidiary of IGIA, Inc. -- http://www.igia.com/--
designs, develops and markets personal and home care items under
the IGIA and Singer brands. Product categories include hair care,
dental care, skin care, sports and exercise, household and
kitchen. Tactica holds an exclusive license to market a line of
floor care products under the Singer name.  Tactica also owns
rights to the "As Seen On TV" trademark.  The Company filed for
chapter 11 protection on Oct. 21, 2004 (Bankr. S.D.N.Y. Case No.
04-16805).  Timothy W. Walsh, Esq., at Piper Rudnick, LLP,
represent the Debtor in its restructuring effort.  When the
Company filed for protection from its creditors, it reported
assets amounting to $10,568,890 and debts amounting to
$14,311,824.


TEMBEC INC: Fidelity Entities Disclose 12.15% Equity Stake
----------------------------------------------------------
Fidelity Management & Research Company and Fidelity Management
Trust Company, of 82 Devonshire Street, Boston, Massachusetts,
USA, as well as Fidelity International Limited of 42 Crow Lane,
Pembroke, Bermuda reported that certain fund accounts for which
Fidelity serves as investment adviser have purchased 30,000 shares
of Tembec Inc.'s outstanding common stock.  Fidelity has control
but not ownership of these shares.  As a result of the purchase,
Fidelity holds 10,430,200 shares (or 12.15%) of Tembec Inc.'s
common stock.  

Fidelity's purchase of Tembec Inc.'s stock was executed on the
Toronto Stock Exchange.

Fidelity fund purchases have been made for investment purposes
only and not with the purpose of influencing the control or
direction of Tembec, Inc.  The Fidelity funds may, subject to
market conditions, make additional investments in or dispositions
of securities of Tembec Inc., including additional purchases or
sales of common stock.  Fidelity does not, however, intend to
acquire 20% of any class of the outstanding voting or equity
securities of Tembec Inc.
    
Tembec, Inc. -- http://www.tembec.com/-- is an integrated forest  
products company well established in North America and France,
with sales of approximately $4 billion and some 11,000 employees.
Tembec's common shares are listed on the Toronto Stock Exchange
under the symbol TBC.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 22, 2004,
Standard & Poor's Ratings Services lowered its long-term corporate
credit and senior unsecured ratings on Tembec, Inc., and its
subsidiary, Tembec Industries, Inc., to 'B' from 'BB-'.  The
outlook is currently stable.


TRUCKING & STRATFORD: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Trucking and Stratford, Inc.
        1068 Brook Avenue
        Bronx, New York 10456

Bankruptcy Case No.: 04-18113

Chapter 11 Petition Date: December 30, 2004

Court: Southern District of New York (Manhattan)

Judge: Robert D. Drain

Debtor's Counsel: Schuyler G. Carroll, Esq.
                  Arent Fox PLLC
                  1675 Broadway
                  New York, NY 10019
                  Tel: 212-484-3955
                  Fax: 212-484-3990

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


UAL CORP: Wants to Enter into Letter Agreement with ALPA
--------------------------------------------------------
UAL Corporation and its debtor-affiliates ask the Court for
authorization to enter into a letter agreement with the pilots
represented by the Air Line Pilots Association.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, in Chicago,  
Illinois, relates that since November 5, 2004, the Debtors and  
the ALPA's negotiating committee "have worked tirelessly to reach  
a consensual agreement that would achieve the cost reductions"  
needed to avoid harsh measures of Section 1113(c) of the  
Bankruptcy Code.  These negotiations have resulted in a tentative  
agreement between the ALPA and the Debtors on significant and  
necessary modifications to the APLA collective bargaining  
agreement.

On December 16, 2004, the ALPA Master Executive Council accepted  
the Letter Agreement.  The Agreement is now subject to pilot  
ratification and will not go forward without a favorable  
membership vote.

Under the Letter Agreement, pilot base pay will be reduced by  
14.7%, effective January 1, 2005.  Pilot wage rates will not  
increase until 2006 as per the previous pilot contract.  Hourly  
pay will be increased by:

           1.5% on May 1, 2006;  
           1.5% on May 1, 2007;  
           1.0% on January 1, 2008;  
           1.5% on May 1, 2008; and
           1.5% on May 1, 2009.

The Debtors will no longer provide the pilots with incentive pay  
for late night and international flights.  Retiree life insurance  
will be eliminated for pilots who retire after January 1, 2005.

The ALPA will not object to the Debtors' efforts to terminate the  
United Airlines Pilot Defined Benefit Pension Plan.  The ALPA  
will waive any claim that the termination violates its collective  
bargaining agreement.  If the Pilot's Plan is terminated, the  
Debtors will make additional monthly contributions to the United  
Airlines Pilot Directed Account Plan of 6% of pilot compensation.

There are three ways for the ALPA-represented employees to share  
in the Debtors' upside:

  1) The Debtors will revise their profit sharing program to pay  
     pilots if specified profit margins are exceeded.  If the  
     Debtors produce more than $10,000,000 in pretax earnings,  
     7.5% of the pretax amount in 2005 and 2006, and 15% of
     pretax each year thereafter will be awarded to the pilots.

  2) Under any plan of reorganization filed by the Debtors, the  
     pilots will receive $550,000,000 in 15-year Convertible  
     Notes.  The Convertible Notes will have a maturity date of  
     2021.  The conversion price will be calculated as the  
     product of 125% and the average closing price of the common  
     stock 60 consecutive trading days following emergence.

  3) Any plan filed by the Debtors will provide the ALPA with a  
     percentage distribution of the equity or other consideration  
     that is provided to general unsecured creditors.   

The pilots "will be highly motivated to continue delivering high  
quality service to United's customers," while the Debtors satisfy  
their restructuring imperatives.  The Debtors will reimburse up  
to $2,500,000 to the ALPA for certain fees and expenses  
associated with the Letter Agreement, with $1,000,000 payable on  
the Effective Date and $1,500,000 paid on the Exit Date.  The  
Debtors and the ALPA will jointly develop a business improvement  
program projected to produce $150,000,000 of annual savings in  
non-labor costs.

The ALPA may terminate the Letter Agreement if:

  a) any other defined benefit pension program is continued;

  b) the Debtors fail to implement by January 31, 2005, revisions  
     to the labor contracts of other unionized employees; or

  c) the Debtors fail to lower the wages, benefits and working  
     conditions of the Salaried and Management employees so that  
     the aggregate revisions produce at least $500,000,000 in  
     annual savings.

                           IFS Objects

Independent Fiduciary Services, Inc., is the independent  
fiduciary for the Debtors' four defined benefit plans.  IFS  
objects to the Letter Agreement to the extent that any proposed  
settlement affects the Debtors' previously incurred obligations  
to any of their pension plans.   

Filiberto Agusti, Esq., at Steptoe & Johnson, in Washington,  
D.C., relates that the Court ruled that IFS lacked standing to  
participate in the Section 1113(c) proceedings.  Judge Wedoff  
stated that IFS need not get involved because the Debtors'  
previously incurred obligations to the pension plans were not  
implicated by a Section 1113 proceeding to reject the collective  
bargaining agreements.  Accordingly, if any proposed settlement  
affects the Debtors' obligations to the Plans, IFS should have an  
opportunity to address the Court.

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


UAL CORP: PBGC to Assume Pension Plan for Pilots
------------------------------------------------
The Pension Benefit Guaranty Corporation is moving to assume  
responsibility for the pensions of more than 14,000 active and  
retired pilots at United Airlines.  Participants in the company's  
other pension plans are unaffected.  Dec. 30's action follows the  
agreement the pilots union entered into with the company on Dec.  
17 regarding the termination of the defined benefit plan in  
exchange for other benefits and considerations.

"The PBGC will protect the pension benefits of United Airlines'
pilots up to the limits set by law," said Executive Director
Bradley D. Belt.  "Retirees will continue to receive monthly
benefit checks without interruption, and other pilots will receive
benefits when they retire."

The United Airlines Pilot Defined Benefit Pension Plan is 49
percent funded on a termination basis, with $2.8 billion in  
assets to cover $5.7 billion in benefit liabilities, according to  
PBGC estimates.  Of the $2.9 billion in underfunding, the PBGC  
expects to be liable for approximately $1.4 billion in guaranteed  
benefits, making the United pilots plan the third-largest claim  
in the history of the insurance program.

"Ideally, the company would maintain all four of its pension  
plans and honor fully the promises it has made to its employees,"  
Mr. Belt said.  "However, in conjunction with the company's  
bankruptcy proceeding, PBGC's financial advisers have come to the  
conclusion that United Airlines can afford at most only three of  
its pension plans."

By stepping in now to assume the pilots plan, the PBGC  
protects against the possibility of up to $140 million in  
additional losses.  The termination of the pilots plan also gives  
the company a greater financial capacity to maintain the  
remaining plans.

"With a $23 billion deficit and more than 1 million workers  
and retirees directly dependent on us for their pension benefits,  
the PBGC must be vigilant in guarding against unnecessary  
losses," Mr. Belt said.  "The decision to take over a pension plan
is never made lightly, especially in situations where participants  
won't get everything the company promised but failed to fund.  I  
hope the plight of participants in airline pension plans puts an  
exclamation point on the need for Congress to strengthen the  
funding rules for defined benefit plans."

With the termination of the United pilots plan, five of the  
10 largest claims in PBGC's history are now from airline  
companies.  Overall, the airline industry accounts for nearly 20  
percent of total PBGC claims but fewer than 2 percent of insured  
participants.  Losses suffered by the pension insurance program  
must be covered by premiums paid by other companies that sponsor  
defined benefit pension plans.  The PBGC receives no general tax  
revenue and is not backed by the full faith and credit of the  
U.S. government.

Under federal pension law, the maximum guaranteed pension at  
age 65 for participants in plans that terminate in 2004 is  
$44,386 a year.  For now, the United Airlines Pilot Defined  
Benefit Pension Plan remains under the sponsorship of the  
company.   

General information about the PBGC's pension insurance  
program is available at http://www.pbgc.gov/ Workers and   
retirees with additional questions may contact PBGC's Customer  
Service Center toll-free at 1-800-400-7242.  For TTY/TDD users,  
call the federal relay service toll-free at 1-800-877-8339 and  
ask for 800-400-7242.

                    UAL Will Evaluate Options

UAL Corporation (OTC Bulletin Board: UALAQ), parent of United
Airlines, has released the following statement in response to the
Pension Benefit Guarantee Corporation (PBGC) announcement:

"The PBGC's decision to seek involuntary termination of  
United's defined benefit pension plan for our pilots changes  
nothing with respect to our need to terminate and replace all  
four of our defined benefit pension plans.  As we have stated  
previously, even beyond termination and replacement of the four  
plans, we must achieve an additional $725 million in labor cost  
savings to successfully emerge from bankruptcy as a sustainable,  
profitable enterprise.

"ALPA and United have worked hard to negotiate a tentative  
agreement, and we will continue to negotiate in good faith with  
all of our unions in the 1113 process.

"We are studying the PBGC's actions and are evaluating our  
legal and other options."  

                  ALPA MEC Condemns PBGC Action

"We deplore the PBGC's ill-timed attempt to retaliate against the
United pilot group in the United bankruptcy proceeding."

"ALPA's tentative agreement with United does not permit the  
termination of the pilot pension plan without a final judicial  
determination that pension termination is necessary for the  
Company to emerge from bankruptcy or at any point prior to May 1,  
2005.  As the PBGC is well aware, there are no grounds for the  
termination of the pilot pension plan.

"ALPA will vigorously oppose any effort by the PBGC to take over
the plan before May 1, 2005 or to single out the pilot group  
for punitive and vindictive treatment in the United bankruptcy.   
Under the terms of the tentative pilot agreement, the Company has  
also agreed to oppose any attempt to terminate the pilot pension  
plan prior to May 1, 2005.   

"Also, the tentative pilot agreement requires United to continue
the pilot pension plan if any other United employee group
maintains a defined benefit pension program following the
bankruptcy.  We will vigorously enforce that right against the  
PBGC or any other party that seeks to single out the pilot group  
for unfair treatment in the bankruptcy proceeding.

"We are equally concerned about the timing of the PBGC action  
in the midst of a pilot membership vote over the tentative pilot  
agreement.  We question whether the PBGC's action may be designed  
to confuse the pilot group, undermine the membership ratification  
process and deprive the pilots of the benefits and protections of  
the tentative agreement.  If so, Dec. 30's action is an outrageous  
ploy by the PBGC to harm the very employee interests that the  
agency is sworn to protect.

"The pilots of United Airlines are critical to the reorganization
of this Company and, by far have sacrificed the most to save the
airline.  We demand to be recognized and compensated for our
unique contributions, and we will take every lawful action
necessary to protect the interests of the United pilots against
the PBGC or any other party in this proceeding."

              PBGC Action Shows Need for Tax Reforms

Rep. John Boehner (R-OH), chairman of the U.S. House Committee on
Education and the Workforce, issued the following statement
regarding the announcement by the Pension Benefit Guaranty
Corporation that it will assume responsibility for the pensions of
more than 14,000 active and retired United Airlines pilots:

"This development further underscores the need for comprehensive
pension reforms to protect the interests of taxpayers, workers,
and retirees.  Comprehensive reform of our nation's outdated
pension laws will ensure employers adequately fund their plans,
which will prevent the PBGC from having to assume responsibility
for more plans.  It is essential that Congress take action in the
coming months on this issue to protect the interests of workers,
retirees, and taxpayers."

In September, Rep. Boehner outlined six principles that should  
guide congressional efforts to protect worker retirement security  
and modernize America's pension laws, and has consistently said  
he hopes comprehensive bipartisan legislation will be ready for  
early action in the 109th Congress.

Rep. Boehner is discussing reform efforts on upcoming pension  
legislation with Ways & Means Committee Chairman Bill Thomas (R-
CA) and Employer-Employee Relations Subcommittee Chairman Sam  
Johnson (R-TX).

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


URANIUM POWER: $1M Equity Deficit Prompts Going Concern Doubt
-------------------------------------------------------------
Uranium Power Corporation has a working capital deficit of
$2,596,694, minimal other capital resources presently available to
meet obligations which normally can be expected to be incurred by
similar companies and has accumulated stockholder's deficiency of
$1,031,017.

The outcome of these matters cannot be predicted.  These factors
raise substantial doubt about the Company's ability to continue as
a going-concern, which is dependent on the Company's ability to
obtain and maintain an appropriate level of financing on a timely
basis and to achieve sufficient cash flows to cover obligations
and expenses.

The Company has incurred losses during the period from inception,
October 22, 1999, to October 31, 2004 of $1,508,150.

The Company requires financing to fund its future operations and
will attempt to meet its ongoing liabilities as they fall due
through the sale of equity securities and debt financing.  There
can be no assurance that the Company will be able to raise the
necessary financing to continue in operation or meet its
liabilities as they fall due or be successful in achieving
profitability from its planning principle operations.  Should the
Company be unable to realize the carrying value of its assets or
discharge its liabilities in the normal course of business, the
Company may not be able to remain in operation and the net
realizable value of its assets may be materially less than the
amounts recorded on its balance sheet.

Uranium Power Corporation was incorporated during 2001 under the
Business Corporations Act of the Province of Alberta.  The Company
is engaged in the business of oil and natural gas exploration and
acquisition, primarily as it pertains to oil shale deposits.  The
Company is exploring the oil shale deposits on, approximately,
700,000 acres under permits, from the Saskatchewan Government, in
the Pasquia Hills area of northern Saskatchewan.  These permits
were acquired from a director and officer of the Company for
16,000,000 common shares.


US AIRWAYS: Asks Court to Deny EDS' Adequate Assurance Request
--------------------------------------------------------------
US Airways, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Virginia to deny the
request of Electronic Data Systems Corporation and EDS Information
Services, L.L.C.  

As reported in the Troubled Company Reporter on Nov. 24, 2004,
Electronic Data Systems Corporation and EDS Information Services,
L.L.C., ask Judge Mitchell to require the Debtors to provide
adequate assurance of payment for postpetition services.

On April 1, 2003, upon emergence from their first bankruptcy, the
Debtors entered into a Services Agreement, whereby EDS contracted
to perform a wide array of outsourced IT services.  The Services
Agreement contained provisions reflecting that the EDS services
are essential to operations, reflecting that the Debtors could not
quickly or easily shift to another IT provider.

Lawrence E. Rifken, Esq., at McGuireWoods, in McLean, Virginia,
insists that EDS has plenty of protection through the existing
Services Agreement.  All Service Agreement invoices are due and
payable within 30 days after receipt.  The Services Agreement does
not require an advance, deposit or other mechanism to secure
payment debts obligations.  However, the Services Agreement
ensures expeditious payment by allowing EDS to generate estimated
invoices after the end of each month.  Given this billing payment
cycle, the period between invoice and payment will not exceed
30 days.  Plus, the Services Agreement contains protections for
EDS if the Debtors fail to pay invoices when due.

Mr. Rifken tells Judge Mitchell that since the Petition Date, the
Debtors have paid EDS on time and in full.  In November and
December 2004, the Debtors paid EDS over $20,200,000 by wire
transfer for services rendered.  Timely payments to EDS of about
$14,000,000 per month are included in the Debtors' cash budgets.

Mr. Rifken emphasizes that the protection EDS seeks is
unnecessary.  EDS wants the Court impose extreme and unwarranted
protections in its exclusive favor, to the detriment of all other
parties, including administrative creditors that supply financing
or trade credit.  EDS has no right to protection in excess of what
the Bankruptcy Code affords all unsecured postpetition creditors,
namely an administrative priority claim when the creditor has
provided a benefit to the estate.  The request is a baseless
attempt by EDS to use the Debtors' bankruptcy as leverage to
renegotiate a prepetition contract to obtain quicker payment.

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

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

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

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.  (US Airways Bankruptcy News, Issue
No. 76; Bankruptcy Creditors' Service, Inc., 215/945-7000)


UNION AVENUE AUTO: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Union Avenue Auto Body, Inc.
        dba East Rutherford Towing, Inc.
        dba Ridgefield Autobody, Inc.
        dba Roadmaster Truck Repair, LLC
        dba Roadmaster Transport Service, LLC
        dba General, LLC
        111 Union Avenue
        East Rutherford, New Jersey 07073

Bankruptcy Case No.: 04-50195

Type of Business: The Debtor provides truck repair services.

Chapter 11 Petition Date: December 29, 2004

Court: District of New Jersey (Newark)

Judge: Morris Stern

Debtor's Counsel: John T. Ambrosio, Esq.
                  Law Offices of Gabriel M. Ambrosio
                  464 Valley Brook Avenue
                  P.O. Box 911
                  Lyndhurst, NJ 07071
                  Tel: 201-933-8844

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Internal Revenue Service      Employee                  $800,000
Paterson, NJ 07505            withholding taxes

Richard Gillooly              Business loan             $600,000
1 Sandburg Court
Mahwah, NJ 07430

State of New Jersey           State sales and           $525,000
Division of Taxation          use taxes
PO Box 119
Trenton, NJ 08625

Margrit Biedermann            Business loan              $80,000

S-3 Grill                     Judgment on lawsuit        $59,000

Vivian Dyer                   Promissory note            $40,000

State of New Jersey           Employee                   $35,000
Department of Labor           withholding taxes

Frank Lo Prete                Business loan              $30,000

Super Quality Oil             Trade debt                 $23,212

Law Offices of Gabriel M.     Legal services             $20,000
Ambrosio                      rendered on behalf
                              of debtor

Liberty Mutual Insurance Co.  Judgment on lawsuit        $20,000

Aetna Health Care HMO         Employee health            $16,453
                              insurance premiums

Liberty Mutual Insurance Co.  Judgment on                $16,333
                              breach of settlement

Gloria Cancellieri            Business loan              $15,000

Automotive Brake              Trade debt                 $13,000

Lewgust Corporation           Trade debt                 $10,000

Joseph Perconti, Esq.         Legal services             $10,000
                              rendered on behalf
                              of debtor

Westport Insurance            Insurance premiums         $10,000
Thru Premium Credit Corp.

Paul Occhiuzzo                Accounting services         $7,000

James Cleary, Esq., P.A.      Legal services              $6,780
                              rendered on behalf
                              of debtor


W.R. GRACE: Disclosure Statement Hearing Scheduled for January 21
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene the hearing to consider approval of the Disclosure
Statement of W.R. Grace & Co., and its debtor-affiliates
accompanying the Plan of Reorganization under Chapter 11 of the
Bankruptcy Code at 9:00 a.m., on January 21, 2005, at the United
States Bankruptcy Court for the Western District of Pennsylvania.

As reported in the Troubled Company Reporter on Nov. 15, 2004, W.
R. Grace & Co. has filed a Plan of Reorganization as well as
several associated documents, including a Disclosure Statement,
with the U.S. Bankruptcy Court in Delaware in connection with its
Chapter 11 reorganization proceeding. The Plan describes the way
Grace proposes to satisfy its asbestos and other Chapter 11-
related claims. The filing represents an important step forward in
Grace's efforts to resolve its asbestos-related liabilities and
emerge from Chapter 11.  This filing is not expected to have any
impact on Grace's ongoing operations.

W.R. Grace's Plan does not have the support of the Official
Committee of Asbestos Claimants and that constituency has filed an
objection with the Bankruptcy Court suggesting that the $1.5
billion estimate of asbestos-related personal injury claims is so
low the plan can't be confirmed.  The Asbestos Claimants argue
that the Plan is so fatally flawed that a Disclosure Statement
Hearing is a waste of everybody's time, money and effort.

Headquartered in Columbia, Maryland, W.R. Grace & Co., --
http://www.grace.com/-- supplies catalysts and silica products,  
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq., at
Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, represent the Debtors in
their restructuring efforts. (W.R. Grace Bankruptcy News, Issue
No. 77; Bankruptcy Creditors' Service, Inc., 215/945-7000)


WESTERN WIRELESS: Moody's Says Liquidity is "Adequate"
------------------------------------------------------
Moody's Investors Service assigned a SGL-3 speculative grade
liquidity rating for Western Wireless Corporation.  The SGL-3
rating reflects Moody's opinion that Western Wireless's liquidity
position is "adequate" to meet its obligations over the coming
12 months.  Despite the free cash flow profile of the company,
sizeable cash balances and large revolver availability, the
liquidity rating is constrained by the dispute with Vodafone over
a 160 million euro term loan to an Austrian subsidiary of Western
Wireless, tele.ring.

For the twelve months ended September 30, 2004, Western Wireless
produced $85 million of consolidated free cash flow (cash provided
by operations less capital expenditures).  Going forward, this
figure could move higher due to improvements in EBITDA, primarily
from the company's international operations, which have been
growing rapidly.  At the end of 3Q04, Western Wireless had
approximately $385 million of primary liquidity (cash and
marketable securities) plus $300 million available under its
revolving credit facility.  Upcoming mandatory amortization
requirements are manageable with approximately $50 million due on
the main credit facility (including an excess cash flow sweep in
April-05) and around $70 million due in July-05 on the disputed
tele.ring term loan.

This profile, combined with comfortable cushion to the financial
covenants in its $1.5 billion senior secured credit facility,
would typically result in a better liquidity rating than SGL-3.   
However, Vodafone has asserted its right to accelerate the
repayment of the 160 million euro term loan to tele.ring.  Western
Wireless disputes Vodafone's assertion and is pursuing the agreed
upon dispute resolution process.

If, through the dispute resolution process, the tele.ring term
loan is determined to be in default, this would trigger a cross
default to the rest of the company's debt obligations of around
$1.9 billion.  The SGL-3 (vs. SGL-4) rating incorporates Moody's
belief that Western Wireless has adequate liquid resources (cash
and revolver capacity) to resolve this dispute without materially
damaging the company's liquidity position or its long-term credit
strength.  Further, the dispute could be resolved without
declaring that loan in default.  Regardless, until that dispute is
resolved, the liquidity rating will be constrained.  Should the
dispute be resolved without harming the company's liquidity
position, whether through repayment with cash or through
refinancing with new debt, the SGL rating is likely to move
higher.

Based in Bellevue, Washington, Western Wireless Corporation's
long-term Moody's debt ratings have a positive outlook (senior
implied rating B2), and had LTM revenues of $1.5 billion.

                         *     *     *

As reported in the Troubled Company Reporter on April 23, 2004,
Standard & Poor's Ratings Services assigned its 'B-' bank loan
rating and a recovery rating of '4' to Western Wireless Corp.'s
new $1.5 billion secured credit facility, based on preliminary
documentation.  The '4' recovery rating indicates the expectation
for a marginal recovery of principal (25%-50%) in the event of a
default.  Proceeds from the bank loan will be used to refinance
existing bank debt.

Simultaneously, Standard & Poor's affirmed its existing ratings on
Western Wireless, including the 'B-' corporate credit rating.  In
addition, the outlook was revised to positive from stable due to
lower debt leverage and liquidity improvement resulting from the
new bank facility.


WORLD ASSOCIATES: Feeble Finances Prompt Going Concern Doubt
------------------------------------------------------------
World Associates, Inc.'s has a negative cash flow from operating
activities of $240,470 and a working capital deficiency of
$1,316,562.  Excluding the one-time gain on settlement of
litigation of $4,632,230 the Company had a net loss of $912,436
for the months ended September 30, 2004.  These matters raise
substantial doubt about the Company's ability to continue as a
going concern.

The Company anticipates selling its restricted common stock, its
preferred stock, or obtaining other financing from investors or
financial institutions.  The Company has some homes on the market
that it anticipates selling together with a property it owns in
Yucca Valley, California that is also on the market for sale.  The
Company has a current appraisal on the Yucca Valley for
$1,250,000.  Finally, the Company anticipates refinancing the
Yucca Valley property to provide cash for operations.  The Company
expects to be able to continue its operations with the expectation
of earning operating revenues and preserving its asset base, but
the timing of events is uncertain and the Company will face cash
flow issues until its sales revenue begins.

World Associates has a line of credit for $250,000 of which
$200,000 is drawn down.  This line becomes due at the end of 2004
and it will have to be renewed, refinanced or paid back.

The real estate market in California has slowed during the last
several months.  Although it is still showing excellent health, it
is not performing at the record breaking pace of a few months ago.  
This has slowed the rate at which the Company can expect to sell
its homes putting pressure on cash flows.

The Company has been able to obtain the financing necessary to
provide for construction financing, land acquisition and operating
capital to date by selling its restricted common stock, entering
into joint ventures with investors and from construction and other
lenders to date, and they remain the best sources of financing
until operations generate sufficient income to cover operational
costs.  Company employees and consultants also continue to
contribute by accruing some salary or fees rather than require
that they be paid currently.

The Company received an offer to refinance the Yucca Valley
property it owns, which will provide operating cash while it works
to sell homes in the Infill Housing program, the Yucca property
and others that are ready for sale.  The Company remains
undercapitalized and will still need to raise additional
investment to further its plans.

World Associates, Inc., is engaged in the real estate business
through its wholly owned subsidiary, Superior Real Estate, Inc.  
The Company will consider other investments to complement
Superior's business in the future, but its current priority is
developing the real property.  Superior acquired and is developing
factory-built homes on infill locations, the "Infill Housing
Program".  The properties in the Infill Housing Program are joint
ventures. Other parcels of land acquired by Superior are being
processed with the local municipal officials to approve a plan of
development.


YUKOS OIL: New Company, Not Gazprom, Will Take Control of Yugansk
-----------------------------------------------------------------
The Russian Federation says it will create a new state-owned
company to take over Yuganskneftegaz, contrary to reports it will
end up in the hands of Gazprom, the government-controlled energy
monopoly.

In a two-page statement, Russia's industry and energy minister,
Viktor B. Khristenko, said the former Yukos unit will not be among
the assets included in the merger of Rosneft and Gazprom.  

To recall, a mysterious company named Baikal Finance Group won
control of Yuganskneftegaz's 76.6% shares when it placed an
uncontested bid of US$9.4 billion on December 19.  A few days
later, Rosneft, another government-owned oil company whose
directors include the deputy chief of staff of President Vladimir
Putin, purchased Baikal.  Rosneft and Gazprom are expected to
complete their merger this month.

"Mr. Khristenko's statement suggested the government hoped to
shield Gazprom from lawsuits that Yukos' executives have promised
to file in retaliation for what they say was an illegal
expropriation in the guise of a tax claim," a New York Times
article over the weekend states.

Aleksandr Temerko, a member of Yukos' executive board, shares this
view. "We view [Thursday's] statement on plans dealing with
Yuganskneftegaz as an attempt by certain people linked with
Gazprom and Rosneft to avoid being held accountable for the
illegitimate and flawed sale of Yukos' core asset," he told the
Interfax news agency.

Meanwhile, it remains unclear where Baikal or Rosneft will source
the money to complete the purchase of Yugansk.  This uncertainty
has led many to speculate that the government might sell some of
the stake to China's state oil company.  At least one senior
Russian official admitted to the New York Times that the Kremlin
is indeed considering that option.  The government is allegedly
prepared to offer China National Petroleum Corporation as much as
20% of Yugansk.

Yugansk extracts 11 percent of Russia's oil and previously
accounted for more than 60% of Yukos' oil production.  Its auction
on December 19 provoked sharp criticism from the United States and
Europe and even closer to the Kremlin, the New York Times says.  
Mr. Putin has defended the government's actions, but one of his
economic advisers, Andrei N. Illarionov, called Yukos' breakup
"the fraud of the year."

"Steps have been taken which have dealt a substantial, huge loss
to the country," he said in a radio interview on Ekho Moskvy
Thursday. "Those steps have been accomplished in a very
unprofessional manner."

Headquartered in Houston, Texas, Yukos Oil Company --
http://www.yukos.com/-- is an open joint stock company existing
under the laws of the Russian Federation. Yukos is involved in
the energy industry substantially through its ownership of its
various subsidiaries, which own or are otherwise entitled to enjoy
certain rights to oil and gas production, refining and marketing
assets. The Company filed for chapter 11 protection on Dec. 14,
2004 (Bankr. S.D. Tex. Case No. 04-47742). Zack A. Clement, Esq.,
C. Mark Baker, Esq., Evelyn H. Biery, Esq., John A. Barrett, Esq.,
Johnathan C. Bolton, Esq., R. Andrew Black, Esq., Fulbright &
Jaworski, LLP, represent the Debtor in its restructuring efforts.  
When the Debtor filed for protection from its creditors, it listed
$12,276,000,000 in total assets and $30,790,000,000 in total
debts.


YUKOS OIL: Missed Interest Payment Spurs S&P's Default Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services has lowered its long-term
corporate credit and senior secured bank loan ratings on Russian
oil company OAO NK Yukos to 'D' from 'CC'.  At the same time, the
ratings were removed from CreditWatch, where they had been place
on Oct. 31, 2003.

"The downgrade reflects Yukos' default on its Dec. 27, 2004,
interest payment," said Standard & Poor's credit analyst Elena
Anankina.

The missed payment follows the company's bankruptcy filing in the
U.S. and a decision by a U.S. court to impose a temporary
restraining order to prevent the auction of Yuganskneftegas,
Yukos' core operating subsidiary.

Although events of default had been announced previously on both
Yukos' $1 billion syndicated bank facility and its $1.6 billion
loan from core shareholders, the default notices had merely
enabled the company's creditors to enforce the security package.

"Until recently, Yukos had continued payments on its debt.  The
missed interest payment on Dec. 27, 2004, however, constitutes a
default under Standard & Poor's criteria," explained Ms. Anankina.

Standard & Poor's will continue to analyze any potential
implications of the Yukos affair for the Russian corporate sector.


ZEPHION NETWORKS: Walks Away from BroadBand Office Spin-Off Claims
------------------------------------------------------------------
Years ago, Zephion Networks, Inc., and BroadBand Office, Inc.,
completed a spin-off transaction separating their businesses from
one another.  The transaction consisted of "a series of agreements
and partially documented informal arrangements," Maribeth Minella,
Esq., at Young Conaway Stargatt & Taylor LLP, representing
Zephion, explains.  Both companies landed in bankruptcy.  

Zephion filed a $25.7 million claim against BBO and Zephion's
Unsecured Creditors' Committee filed an additional $62.5 million
claim against BBO.  BBO filed a $163 million claim against Zephion
arising from the Spin-Off Transaction.  BBO's claim is based on
fraudulent conveyance, preference, and indemnification claims and
says additional amounts are owed for unpaid invoices.  

BBO and the chapter 7 trustee overseeing Zephion's liquidation
tell the U.S. Bankruptcy Court for the District of Delaware that
litigating and liquidating their claims against each other isn't
justified because of the costs, risks and uncertainty of
litigation.  

BBO and the Zephion Trustee say litigation would be difficult
because the Spin-Off Transactions dividing the companies' assets
weren't formalized, documents have been lost, and witnesses aren't
available.  

BBO and the Zephion Trustee ask the Bankruptcy Court to approve a
Stipulation in which each of the dueling debtors agrees to walk
away from all claims against the other.  

"The expeditious resolution of [these claims] will bring each
bankruptcy estate significantly closer to the time for making
distributions," the lawyers tell the Bankruptcy Court.  

Objections, if any, to the settlement agreement must be filed and
served by Jan. 20, 2005.  Judge Walsh will consider Zephion's
request at a hearing on Jan. 27, 2005.

Headquartered in San Mateo, California, Broadband Office, Inc.,
filed for chapter 11 protection on May 9, 2001 (Bankr. D. Del.
Case No. 01-1720).  BBO is now a non-operating company in the
process of liquidating its assets.  Adam Hiller, Esq., and David
M. Fournier, Esq., at Pepper Hamilton LLP represent the company.  
When the Company filed for protection from its creditors, it
listed $100 million in assets and debts.

Zephion Networks, Inc. was an Internet access solutions and
network services provider.  Zephion filed for chapter 11
protection on June 25, 2001 (Bankr. Del. Case No. 01-2111).  The
case was converted to Chapter 7 Liquidation under the Bankruptcy
Code on February 22, 2002, and Michael B. Joseph was appointed as
the Chapter 7 Trustee.  Maribeth L. Minella, Esq., and John D.
Mclaughlin, Jr., Esq., at Young Conaway Stargatt & Taylor, LLP,
represent the Chapter 7 Trustee as he winds down the Debtors'
estates.


ZIM CORP: Tony Davidson Steps Down as VP & Chief Technical Officer
------------------------------------------------------------------
ZIM Corporation (OTCBB: ZIMCF), a leading mobile application
developer and service provider for the global SMS channel,
disclosed that Tony Davidson has stepped aside as Chief Technical
Officer and Vice President, Engineering effective Dec. 29, 2004.  
As a reflection of the Corporation's streamlined organizational
structure, ZIM has realigned the Chief Technical Officer and Vice
President, Engineering responsibilities to other positions within
the organization.

"As Tony moves on to pursue new challenges, we would like to thank
him for his contribution to the success of ZIM and wish him the
best for the future," said Dr. Michael Cowpland, President and
Chief Executive Officer of ZIM.

                      About ZIM Corporation

ZIM is a public company in the United States quoted on the NASDAQ
owned and operated OTCBB under the ticker symbol "ZIMCF".  ZIM is
a leading mobile application developer and service provider for
the global SMS channel.  ZIM's products include mobile e-mail and
office tools, such as ZIM SMS Office and ZIM SMS Mail, and its
message delivery services include Bulk SMS, Premium SMS and
Location Based Services (LBS).  ZIM is also a provider of
enterprise-class software and tools for designing, developing and
manipulating database systems and applications.  Through its two-
way SMS expertise and mobile-enabling technologies, ZIM bridges
the gap between data and mobility.  For more information on ZIM
and its customers, partners and products, visit:
http://www.zim.biz/

                          *     *     *

                       Going Concern Doubt

In its Form 10-Q for the quarterly period ended Sept. 30, 2004,
filed with the Securities and Exchange Commission, Zim Corporation
reports a loss of $1,527,219 for the six months September 30, 2004
and has incurred losses during each of the last five years.  Also,
the Corporation generated negative cash flows from operations of
$1,619,171 for the six months ended September 30, 2004 and has
generated negative cash flows from operations during each of the
last five years.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.

Management's plans to address these issues include:

   -- continuing to raise capital through the placement of equity,

   -- obtaining additional advances from related parties and, if
      necessary,

   -- renegotiating the repayment terms of accounts payable and
      accrued liabilities.


* Laurence Sax Joins NachmanHaysBrownstein as Managing Director
---------------------------------------------------------------
Laurence Sax has joined NachmanHaysBrownstein, Inc., as a Managing
Director of its New York Office, and can be contacted at:

          Laurence Sax
          NachmanHaysBrownstein, Inc.
          44 Farnsworth Street
          Boston, MA 02210-1211
          Phone: 617-778-2460
          Fax: 617-778-2465
          E-mail: lsax@nhbteam.com

Mr. Sax has over 16 years of professional experience, primarily in
the areas of business management, business planning and cash flow
analysis. As both a consultant and business owner, he has
developed expertise in the implementation of technologies to
facilitate the management of business and financial solutions.

In 1994, Mr. Sax developed and founded the Cap Factory, an
original concept for point-of-sale custom embroidered baseball
caps.  He expanded Cap Factory to 15 retail outlets throughout the
country, and built a profitable Internet business.  He also
developed a strategic partnership with Hat World/Lids to be the
exclusive supplier of custom caps to its 450-store retail chain.  
Mr. Sax oversaw 95 employees and was responsible for Cap Factory's
P&L performance, business development, infrastructure and
finances.  He successfully sold the company in 2002.

Previously, Laurence Sax was a management consultant with Coopers
& Lybrand (now PricewaterhouseCoopers) in its New York and Boston
offices.  As a Manager in its Business Reorganization Group, he
assisted numerous clients with their financial planning and cash
management.  Typical projects included business planning for a $50
million metal fabricator, financial process automation and
integration for a paper products company, and cash flow analysis
for a $300 million bankruptcy proceeding.

Mr. Sax was also a Manager of Finance at Fidelity Investments in
Boston, where he analyzed and reported the performance of mutual
funds for Fidelity's institutional investors.

Laurence Sax holds a Master of Science degree in Manufacturing
Systems Engineering, and a Bachelor of Science degree in
Industrial Engineering, both from Lehigh University.

NachmanHaysBrownstein, Inc. -- http://www.nbteam.com/-- is one of  
the country's leading turnaround and crisis management firms,
having been included among the "Top Twelve Turnaround Firms" in
Turnarounds & Workouts for the past nine consecutive years. NHB
has its headquarters near Philadelphia and has offices in New
York, Boston, Atlanta, Washington and Wilmington.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  
                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
Airgate PCS Inc.        CSA         (80)         267       24
Akamai Tech.            AKAM       (144)         189       63
Alaska Comm. Syst.      ALSK        (29)         642       73
Alliance Imaging        AIQ         (41)         654       36
Amazon.com              AMZN       (721)       2,109      642
AMR Corp.               AMR        (314)      29,261   (1,824)
Amylin Pharm. Inc.      AMLN        (42)         402      325
Arbinet-Thexchan.       ARBX         (1)          70       11
Atherogenics Inc.       AGIX        (19)          93       77
Blount International    BLT        (283)         423      103
CableVision System      CVC      (1,669)      11,795      223
CCC Information         CCCG       (131)          80       (8)
Centennial Comm         CYCL       (538)       1,532      152
Choice Hotels           CHH        (175)         271      (16)
Cincinnati Bell         CBB        (600)       1,987      (20)
Compass Minerals        CMP        (109)         642       99
Conjuchem Inc.          CJC         (16)          24       19
Cotherix Inc.           CTRX        (44)          25       20
Cubist Pharmacy         CBST        (75)         155       (6)
Delta Air Lines         DAL      (3,297)      23,526   (2,614)
Deluxe Corp             DLX        (214)       1,561     (344)
Denny's Corporation     DNYY       (246)         730      (80)
Domino Pizza            DPZ        (575)         421      (16)
Eagle Hospitality       EHP         (26)         177      N.A.
Echostar Comm-A         DISH     (1,711)       6,170     (503)
Empire Resorts          NYNY        (13)          61        7
Foster Wheeler          FWHLF      (441)       2,268     (212)
Foxhollow Tech.         FOXH        (60)          28       16
Graftech International  GTI         (44)       1,036      284
Hawaiian Holding        HA         (160)         236      (60)
Hercules Inc.           HPC         (40)       2,658      362
IMAX Corp               IMX         (49)         222        9
Immersion Corp.         IMMR         (5)          26        9
Indevus Pharm.          IDEV        (63)         174      131
Int'l Wire Group        ITWG        (80)         410       97
Isis Pharm.             ISIS        (18)         255      116
Kinetic Concepts        KCI         (29)         638      214
Level 3 Comm Inc.       LVLT       (159)       7,395      157
Lodgenet Entertainment  LNET        (68)         301       20
Lucent Tech. Inc.       LU       (1,379)      16,963    3,765
Majesco Holdings        MJES        (41)          26        9
Maxxam Inc.             MXM        (649)       1,017       72
McDermott Int'l         MDR        (338)       1,245      (33)
Northwest Airline       NWAC     (2,166)      14,450     (431)
Northwestern Corp.      NWEC       (603)       2,445     (692)
ON Semiconductor        ONNN       (298)       1,221      270
Owens Corning           OWENQ    (4,132)       7,567    1,118
Per-se Tech. Inc.       PSTI        (25)         169       31
Phosphate Res.          PLP        (484)         280        6
Pinnacle Airline        PNCL        (18)         147       26
Primedia Inc.           PRM      (1,163)       1,577     (203)
Primus Telecomm         PRTL       (113)         735      (23)
Qwest Communication     Q        (2,477)      24,926     (509)
Riviera Holdings        RIV         (31)         224        1
SBA Comm. Corp.         SBAC        (27)         915       11
Sepracor Inc.           SEPR       (380)         974      600
St. John Knits Inc      SJKI        (57)         206       77
Syntroleum Corp.        SYNM         (8)          48       11
Triton PCS Holding A    TPC        (254)       1,443       62
US Unwired Inc.         UNWR       (234)         709     (280)
U-Store-It Trust        YSI         (34)         536      N.A.
Valence Tech.           VLNC        (48)          16        2
Vector Group Ltd.       VGR         (48)         528      110
Vertrue Inc.            VTRU        (44)         445        0
WR Grace & Co.          GRA        (118)       3,087      774
Young Broadcasting      YBTVA       (12)         798       85

                          *********

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

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

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

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

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

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

                          *********

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

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

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

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

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

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