TCR_Public/050107.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Friday, January 7, 2005, Vol. 9, No. 5       

                          Headlines

ADELPHIA COMMS: Circle Entities Object to Security Business Sale
ADESA INC: Repurchases 4.38 Million Shares for $86.7 Million
ADMIRAL CONSTRUCTION: Case Summary & Largest Unsecured Creditors
ALAMOSA HOLDINGS: Sets Jan. 17 as Record Date for Dividend Payment
ALLIANCE LAUNDRY: Moody's Rates Proposed Senior Debts at Low-B

ALLIANCE LAUNDRY: S&P Rates Planned $250M Senior Sec. Debt at B
ALOHA AIRGROUP: Hires Char Sakamoto as Corporate Counsel
ALOHA AIRGROUP: Wants Access to $3 Million DIP Financing Facility
AMERICAN SKIING: Subsidiary Amends Loan and Security Agreement
AMES DEPARTMENT: Leesport Property Sale to Generate 500 New Jobs

AMOROSO CONSTRUCTION: Disclosure Statement Hearing on Jan. 21
ANECO ELECTRICAL: Wants Access to $1,175,000 of DIP Financing
ATA AIRLINES: December Capacity Down 12.4% from 2003
AVADO BRANDS: President & CFO Resign from Executive Posts
BANKBOSTON COMMERCIAL: S&P Withdraws CLO Ratings

BEARINGPOINT INC: Exercises Option to Buy Additional Debentures
CATHOLIC CHURCH: Portland Diocese Publicizes April 29 Bar Date
CEDRIC KUSHNER: $12.1M Equity Deficit Spurs Going Concern Doubt
CHALMETTE LLC: Voluntary Chapter 11 Case Summary
COX TECHNOLOGIES: Initial Liquidating Dividend is $0.14 Per Share

CWALT INC: Moody's Puts Ba3 Rating on $4.3M Class B-3 Certificates
DAYTON SUPERIOR: Moody's Affirms Low-B & Junk Ratings
DELAFIELD 246 CORPORATION: List of 5 Largest Unsecured Creditors
DELPHI: Joins Effort with Comcast in Auto Video Market Research
DEX MEDIA: Registers Up to 18 Mil. Shares for Secondary Offering

DEX MEDIA: Reconfirms 2004 Guidance & Issues 2005 Guidance
DI GIORGIO: Moody's Rates New $150M Senior Unsecured Notes at B2
DI GIORGIO: S&P Places B- Rating on Proposed $150M Senior Notes
DIGITAL LIGHTWAVE: Special Stockholders' Meeting Set for Feb. 10
THE DORIAN GROUP LTD: Voluntary Chapter 11 Case Summary

EL SEGUNDO: S&P Places B+ Rating on Planned $130M Sr. Sec. Debts
ENRON CORP: Wants Court to Establish Unsecured Claims Reserve
FAIRPOINT COMMS: Launching Tender Offers & Soliciting Consents
FREEDOM MEDICAL: Wants Permission to Use Lenders' Cash Collateral
HARVEST ENERGY: Increases Exchangeable Share Ratio to 1.07345

IMC GLOBAL: Completes Solicitation on Public Debt Securities
INNSUITES HOSPITALITY: Trustees Name Mason Anderson to Board
INTEGRATED HEALTH: Reschedules Reserve Hearing Date to Feb. 23
INT'L FABRICATORS: Taps Evans & Mullinix as Bankruptcy Counsel
INT'L FABRICATORS: Section 341(a) Meeting Slated for Feb. 2

INTRAWEST CORP: Inks Partnership Agreement with Points.com
IWO HOLDINGS: Hires Weil Gotshal as Bankruptcy Counsel
IWO HOLDINGS: Confirmation Hearing Scheduled for February 9
J. J. H. MAGUIRE INC: Court Formally Dismisses Chapter 11 Case
KAISER ALUMINUM: 17 Parties Object to Disclosure Statement

LEE PHARMACEUTICALS: Auditor Raises Going Concern Doubt
LEHMAN: Fitch Downgrades Rating on Class B-1 Series 2001-B to BB
LITTLE MT. ZION PENTECOSTAL: Voluntary Chapter 11 Case Summary
LNR PROPERTY: Reports $27.7 Million Fourth Quarter Net Income
MADISON RIVER: Fitch Places Sr. Unsec. Rating on Watch Positive

MOST HOME: Funding Uncertainty Triggers Going Concern Doubt
MUELLER: Moody's Reviewing Low-B & Junk Ratings & May Downgrade
NAT'L CENTURY: Court OKs Protective Orders with Rule 2004 Targets
NEW YORK STEEL: Case Summary & 41 Largest Unsecured Creditors
PARK-OHIO: Can Draw Up to $200M Under Amended Bank Credit Pact

PHARMACEUTICAL FORMULATIONS: Gets New $3.15MM Loan from GE Capital
RECYCLED PAPERBOARD: U.S. Trustee Picks 5-Member Creditors Comm.
RELIANCE GROUP: Agrees to Allow Citicorp Claim for $438,979
RITE AID: Fitch Assigns Low-B Ratings to Senior Notes
RITE AID: Moody's Places B2 Rating on $200M Senior Secured Notes

SCHLOTZSKY'S INC: Has Until Jan. 31 to File a Chapter 11 Plan
SIX FLAGS: Launches Debt Offering to Repay Existing Indebtedness
SOLUTIA INC: Forms Vydyne Automotive Global Team for Auto Segment
STERLING FINANCIAL: Hosting 4th Qtr. Conference Call on Jan. 31
SUNSTRAND DEVELOPMENT: List of Largest Unsecured Creditor

UGS CORP: Acquisition Plans Spur Moody's to Affirm Low-B Ratings
US AIRWAYS: Labor Group to Vote on Revised Labor Pacts on Jan. 21
US AIRWAYS: Asks Court to Extend Plan Filing Period to March 31
US AIRWAYS: Wants to Modify CWA Collective Bargaining Agreements
UTILITY CORPORATION: Declares $0.118 Monthly Dividend

VANDERBILT MORTGAGE: Fitch Withdraws Ratings on 21 Classes
VISUAL BIBLE: Auditors Raise Going Concern Doubt
W.R. GRACE: Town of Acton Says Disclosure Statement is Inadequate
W.R. GRACE: State of Montana Objects to Disclosure Statement
WISTON XIV LIMITED: Case Summary & 6 Largest Unsecured Creditors

YOUTHSTREAM MEDIA: Look for Form 10-K Annual Report on January 13
YUKOS OIL: Will Pursue Damages for Automatic Stay Violations
YUKOS OIL: Missed Interest Payment Cues Moody's to Junk Ratings
ZENITH NATIONAL: Fitch Holds BB+ Rating on Preferred Securities

* BOOK REVIEW: American Economic History

                          *********

ADELPHIA COMMS: Circle Entities Object to Security Business Sale
----------------------------------------------------------------
Steven Mishan, Esq., in Miami, Florida, tells the U.S. Bankruptcy
Court for the Southern District of New York that Circle
Acquisitions, Inc., and Circle Security Systems, Inc., are victims
of an egregious fraud perpetrated by the officers, agents,
employees and representatives of Starpoint Limited Partnership.

Adelphia Cable Partners, LP, and West Boca Acquisition Limited
Partnership -- the Holding Company -- are the partners of
Starpoint Limited Partnership.  Adelphia Cable is the general
partner while West Boca is the limited partner.  Adelphia Cable
and West Boca are indirect subsidiaries of Adelphia
Communications' debtor-affiliate ACC Operations, Inc.

Paul V. Shalhoub, Esq., at Willkie Farr & Gallagher, in New York,
relates that Starpoint and its three subsidiaries, Cable Sentry
Corporation, Coral Security, Inc., and Westview Security, Inc. --
the Security Business Debtors -- run the residential and
commercial security business of the ACOM Debtors in New York,
Florida and Pennsylvania.

The ACOM Debtors asked the Court to approve the sale of the
Security Business to Innova Security Solutions, LLC, pursuant to
the terms of the Stalking Horse Agreement or alternatively to a
Successful Bidder, free and clear of liens, claims, encumbrances
and interests.

                          The "Fraud"

The Starpoint fraud involves Starpoint's purchase of the Circle
Entities' security alarm business.  Starpoint's officers and
representatives promised to return to the Circle Entities all
customer leads, maintenance and other streams of revenue generated
by all individual security alarm contracts.  The residual items in
the Security Alarm Business have significant value and flow
directly from the contracts sold and assigned.  

The evidence of the fraud is direct and compelling, Mr. Mishan
alleges.  The Starpoint officers and representatives never
intended to deliver the residual compensation and interests
flowing from the contracts sold to which the Circle Entities were
entitled.

Relief from stay has been granted and the Starpoint fraud case
goes to the trial in arbitration on February 6, 2005.  The Circle
Entities filed a timely claim for $25,000,000.

Mr. Mishan informs the Court that the Security Alarm Business and
contracts sold to Starpoint are included in the proposed sale to
Innova Security.  Even with the Court's order jointly
administering the ACOM Debtors' cases, no substantive
consolidation has been ordered.  The Circle Entities therefore
believe that each estate and its assets and creditors are separate
and unique.

The ACOM Debtors' Disclosure Statement and Plan of Reorganization
is not yet approved nor sent out to creditors.  No one knows how
the case will proceed except that liquidation motions have begun
to be presented.  Enormous legal fees and administrative expenses
are being incurred, thus the Circle Entities consequently worry
that funds generated from the proposed sale to Innova are in
jeopardy of being dissipated or applied to interests other than
Starpoint creditors.

Among others, the Circle Entities object to the proposed sale in
that the ACOM Debtors fail to identify what is to happen to the
sale proceeds.  The ACOM Debtors also fail to address why the
Starpoint assets are to be the first sold.  If the sale proceeds
are to be applied in any fashion to dissipate the funds and leave
no recourse for Starpoint creditors, good faith and full
disclosure requires explanation, Mr. Mishan argues.

Moreover, the ACOM Debtors' Sale Motion fails to assure that
Starpoint's unsecured creditors will be fairly treated and without
discrimination by other classes of creditors and creditors of
other estates.  The proposed sale appears to foster a commingling
of assets between procedurally administered estates without
substantive consolidation.  The Asset Purchase Agreement also
seems to indicate an upstreaming of the proceeds to Adelphia
Communications Corporation Operations and others, leaving no
treatment of Starpoint or its creditors.  If the Starpoint assets
are diverted from Starpoint for any reason, the Circle Entities
want to know what is to happen to the Starpoint creditors.  It
would be simpler and more correct to provide that the proceeds
would be set aside for the Starpoint estate and its creditors, Mr.
Mishan suggests.

The terms of the proposed sale, Mr. Mishan points out, fail to
adequately protect the records of Starpoint related to the
transaction with the Circle Entities from being lost or destroyed.  
The Asset Purchase Agreement protects the seller who will
apparently designate the records to be retained.  It does not
contain any provision protecting all records including business
income records, proceeds from the Security Alarm Business
contracts which may be material to the February 6 Arbitration.  
The Circle Entities thus propose to amend the Asset Purchase
Agreement allowing them to identify additional records to be
retained and produced at the arbitration.

Furthermore, the Asset Purchase Agreement permits the purchaser to
dispose of records with notice to certain parties, excluding the
Circle Entities.  "Since it is likely that the purchaser will
retain the same persons who committed or participated in the
Starpoint fraud, the provision in the Asset Purchase Agreement
immunizing the purchaser from destroying records would permit the
spoliation of evidence with impunity," Mr. Mishan says.

The Circle claim to the proceeds of the individual alarm or
security contracts is in the nature of an interest in the res
being sold.  The word interest is not limited to liens and
mortgages but encompasses obligations that are connected to or
arise from the property being sold.

Pursuant to Section 363(e) of the Bankruptcy Code, the Circle
Entities seek adequate protection.  Mr. Mishan explains that the
Circle Entities seek assurance or adequate protection to the
extent that if the arbitrator in the February 6 arbitration rules
with them, and their position is vindicated by a substantial
award, that the sale proceeds will be available to pay the award
whether by claim payment, a Section 523 award, or otherwise.

Therefore, the Circle Entities ask the Court to:

    (a) sustain their objection to the proposed sale to the extent
        that it provides no safeguards for them and other
        Starpoint creditor interests; and

    (b) grant adequate protection by providing that the proceeds
        will be set aside for Starpoint creditors and in
        particular that the Circle Entities' interests as
        determined by the arbitrator and by the Court will have a
        source of payment from Starpoint estate assets.

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)


ADESA INC: Repurchases 4.38 Million Shares for $86.7 Million
------------------------------------------------------------
ADESA, Inc. (NYSE: KAR) repurchased 1.18 million additional shares
on the open market at an average price of $20.02 per share during
the fourth quarter of 2004.  Previously, on October 24, 2004,
ADESA announced that it had repurchased 3.2 million shares from
certain employee benefit plans of ALLETE, Inc., its former parent
company.  In total, the Company repurchased 4.38 million shares
during the fourth quarter of 2004 at a cost of $86.7 million.

Headquartered in Carmel, Indiana, ADESA, Inc. (NYSE: KAR) --
http://www.adesainc.com/-- is North America's largest publicly  
traded provider of wholesale vehicle auctions and used vehicle
dealer floorplan financing.  The Company's operations span North
America with 53 ADESA used vehicle auction sites, 28 Impact
salvage vehicle auction sites and 83 AFC loan production offices.

                         *     *     *

As reported in the Troubled Company Reporter on June 4, 2004,
Standard & Poor's Rating Services assigned its 'B+' rating to
ADESA Inc.'s proposed $125 million senior subordinated notes due
2012, and affirmed its 'BB' corporate credit and senior secured
ratings on the Carmel, Indiana-based operator of wholesale
used-vehicle auctions and provider of used-vehicle floorplan
financing.  The outlook is stable.


ADMIRAL CONSTRUCTION: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Admiral Construction, Inc.
        10000 Trails End Road
        Leander, Texas 78641

Bankruptcy Case No.: 05-10068

Chapter 11 Petition Date: January 3, 2005

Court: Western District of Texas (Austin)

Judge: Frank R. Monroe

Debtor's Counsel: Joseph D. Martinec, Esq.
                  Martinec, Winn, Vickers & McElroy, P.C.
                  919 Congress Avenue, Suite 1500
                  Austin, TX 78701
                  Tel: 512-476-0750
                  Fax: 512-476-0753

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

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Flynn, George                               $30,000
17705 North Rim
Leander, TX 78641

Contact Floorworks, Inc.                    $16,525
8606 Wall Street, Ste. 300
Austin, TX 78754

Benchmark Landscaping                       $16,482
109 North Ranch Road 620
Lakeway, TX 78734

MLA Labs                                    $11,800

Chiles, Gene T.                             $11,531

Holt Engineering, Inc.                      $10,561

Diocese of Austin                            $9,714

ABC Fence Company                            $9,195

Haynie Consulting, Inc.                      $8,958

Texas Dept. of Transportation                $8,913

Benchmark Landscaping                        $8,854

Gorthey, Kemp W.                             $8,129

K&M Contractors, Inc.                        $7,000

G.E. Painters                                $6,915

Plains Capital Bank                          $5,785

Ramsey Land Surveying                        $5,600

Security State Bank                          $5,000

Griffith, Virginia                           $5,000

McVay, Lanny A./TWC                          $5,000

Austin New Homes Guide                       $4,985


ALAMOSA HOLDINGS: Sets Jan. 17 as Record Date for Dividend Payment
------------------------------------------------------------------
Alamosa Holdings, Inc. (Nasdaq/NM:APCS), reported its dividend,
record and ex-dividend dates for its 7.5% Series B Convertible
Preferred stock.

The Company has set a record date of January 17, 2005, for the
dividend payment, with the dividend payable on January 31, 2005,
at an annual rate of 7.5% of the $250 per share liquidation
preference, in respect to the period from November 1, 2004 through
January 31, 2005.  The ex-dividend date will be January 13, 2005.

Through July 31, 2008, Alamosa Holdings has the option to pay
dividends on the Series B Convertible Preferred Stock in:

   (1) cash,

   (2) shares of the Alamosa Holdings' Series C convertible
       preferred stock,

   (3) shares of Alamosa Holdings common stock or (4) a
       combination thereof.

The Company's Board of Directors has elected to pay the full
amount of the dividend in cash.

                       About the Company

Alamosa Holdings, Inc. is the largest PCS Affiliate of Sprint
based on number of subscribers. Alamosa has the exclusive right to
provide digital wireless mobile communications network services
under the Sprint brand name throughout its designated territory
located in Texas, New Mexico, Oklahoma, Arizona, Colorado, Utah,
Wisconsin, Minnesota, Missouri, Washington, Oregon, Arkansas,
Kansas, Illinois and California. Alamosa's territory includes
licensed population of 15.8 million residents.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 7, 2004,
Standard & Poor's Ratings Services revised its outlook on Alamosa
Holdings Inc. and related entities to positive from developing.
Ratings on the company, including the 'CCC+' corporate credit
rating, were affirmed.

Lubbock, Texas-based Alamosa is the largest Sprint PCS affiliate
and provides wireless services to about 813,000 subscribers in
markets with a combined covered population of about 12.1 million.  
Total debt as of June 30, 2004 was $727.4 million.

"The outlook revision reflects Alamosa's continued operating
improvement over the past few quarters, owing to healthy
subscriber growth, as well as tighter credit policies and lower
costs under the Sprint PCS affiliation agreement, which the
company renegotiated in late 2003," noted Standard & Poor's credit
analyst Eric Geil.


ALLIANCE LAUNDRY: Moody's Rates Proposed Senior Debts at Low-B
--------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Alliance Laundry
Systems LLC's proposed guaranteed senior subordinated notes (the
notes will be co-issued by Alliance Laundry Corporation) and a
B1 rating to Alliance Laundry Systems LLC's proposed senior
secured revolving credit facility and senior secured term loan.

Additionally, Moody's assigned a B1 senior implied rating to
Alliance Laundry Systems LLC and withdrew the B2 senior implied
rating of Alliance Laundry Holdings, Inc.  

In May 2004, Moody's downgraded the company's senior implied
rating to B2 from B1, reflecting the concern that the issuance of
income deposit securities -- IDS -- securities would significantly
elevate Alliance's risk profile.  Alliance recently withdrew its
registration statement for the IDS.  The restoration of the B1
senior implied rating reflects Moody's expectation that the
company's liquidity profile under the proposed capital structure
will be much stronger than under the IDS structure.  The ratings
are also supported by the company's strong market position within
the commercial laundry market as well as the relative stability of
its cash flows.  Nevertheless, the ratings also recognize:

   (1) the significant increase in debt that will result from
       Teachers' Private Capital's, the private equity arm of the
       Ontario Teachers' Pension Plan, purchase of Alliance from
       Bain Capital and minority shareholders for $450 million
       (implying an LTM EBITDA multiple of approximately 8.0
       times); and

   (2) Alliance's high pro forma leverage with adjusted debt to
       EBITDA of 6.8 times for the LTM ended September 30, 2004,
       (debt includes the new financing, securitized receivables
       and the overcollateralization of securitized finance
       receivables while EBITDA excludes non-recurring expenses
       associated with the IDS issuance).  

Although Moody's acknowledges that the company's pro forma credit
metrics are weak for the B1 rating category, the ratings are
predicated on our expectation that the company will continue to
generate positive free cash flow that will be applied to debt
reduction.  The rating outlook is stable.

The stable outlook reflects Moody's expectation that Alliance will
generate no less than $20 million of free cash flow (FCF - cash
from operations less capital expenditures) on an annual basis and
that the company's adjusted leverage will decline below 6.0 times
within the next 12 to 18 months.  Conversely, Alliance's ratings
would come under downward pressure should operating performance
deteriorate or rising input costs increase adjusted leverage
beyond 7.0 times or annual FCF fall below $20 million.

These summarizes the ratings activity:

Ratings assigned:

   * $150 million guaranteed senior subordinated notes, due 2013
     -- B3

   * $50 million guaranteed senior secured revolver, due 2011
     -- B1

   * $200 million guaranteed senior secured term loan B, due 2012
     -- B1

   * Senior implied rating -- B1

   * Senior unsecured issuer rating -- B2

Ratings to be withdrawn:

   * $110 million senior subordinated notes, due 2008 -- B3
   * $45 million senior secured revolver, due 2007 -- B1
   * $136 million senior secured term loan, due 2007 -- B1

Alliance's ratings reflect:

   (1) its leading market position with 39% of the North American
       stand-alone commercial laundry equipment market serving
       laundromats, on-premises laundry, and multi-housing
       sectors, and


   (2) its entrenched relationships with distributors and route
       operators.

These relationships are supported by Alliance's position as the
only North American manufacturer capable of producing a full line
of commercial washers and tumblers/dryers.  The ratings also
consider:

   (1) growth opportunities in the consumer market, which the
       company has recently re-entered, and

   (2) material barriers to entry in the commercial market,
       including:

       (a) a significant installed equipment base (estimated at
           2 million units),

       (b) high switching costs, and

       (c) captive production facilities that enable it to
           manufacture equipment that complies with regional water
           usage and energy efficiency standards.  

These barriers contribute to the relative stability of Alliance's
revenue stream and EBIT margins.  Additionally, capital
expenditure requirements are modest due to significant investments
made by Raytheon (Alliance's former parent) prior to its 1998
recapitalization and its resulting free cash flow has demonstrated
a low sensitivity to business cycles.  However, the ratings also
reflect:

   (1) the company's high financial leverage with adjusted debt to
       EBITDA of 6.8 times;

   (2) modest coverage of interest expense;

   (3) negative tangible net worth;

   (4) low growth rates in its core commercial end-market;

   (5) customer concentration with Coinmach (B2 senior implied)
       accounting for 16% of 2003 revenues; and

   (6) some margin compression stemming from elevated steel
       prices.

The notching of the senior secured credit facility (rated B1) at
the level of the senior implied reflects the significant portion
of secured debt in the capital structure (57% assuming no draw
under the revolver).  Alliance Laundry Systems LLC's obligations
under the credit facilities will be guaranteed by parent Alliance
Laundry Holdings LLC and domestic subsidiaries (excludes special
purpose entities in connection with the company's off-balance
sheet facilities).  The credit facility will be secured by
substantially all of the tangible and intangible assets of the
borrowers and its guarantors, as well as a 100% pledge of stock in
domestic subsidiaries and a 65% pledge of stock in international
subsidiaries.  The collateral package excludes trade receivables
and equipment notes subject to the securitization facilities.  The
lenders' position is further supported by an excess cash flow
sweep provision and limitations on indebtedness, dividends, and
capital expenditures.  The notching of the senior subordinated
notes (rated B3) two notches below the senior implied reflects
their contractual subordination to a significant amount of senior
secured indebtedness.  The notes will be co-issued by Alliance
Laundry Systems LLC and by Alliance Laundry Corporation and will
be guaranteed by Alliance Laundry Holdings LLC and domestic
subsidiaries (excludes special purpose entities in connection with
the company's off-balance sheet facilities).  The indentures for
the senior subordinated notes will include standard limitations on
dividends, restricted payments, and additional indebtedness.

The ratings incorporate Alliance's high pro forma leverage with
balance sheet debt increasing to $350 million from $280 million as
of September 30, 2004.  When adjusting for $31 million of
securitized receivables and $12 million for the
overcollateralization of securitized finance receivables, debt
increases to $393 million as of the same date.  Based on LTM
EBITDA of $58 million (which excludes non-recurring IDS expenses),
adjusted debt to EBITDA was 6.8 times.  Adjusted debt to
capitalization was 79% as of September 30, 2004 and tangible net
worth stood at negative $235 million as of the same date.  Moody's
anticipates that Alliance will generate FCF of around $23 million
in 2005, implying a pro forma FCF to adjusted debt of
approximately 6%.

Through a special-purpose bankruptcy remote subsidiary and a
trust, Alliance provides financing to its customers through a
$300 million revolver (which matures November 2005), backed by
equipment loans and receivables originated by Alliance.  Of the
$300 million, $60 million is available for receivables, while
funding for equipment loans is limited to the excess over the
amount of receivables outstanding.  Payment of interest and
principal under the facility is guaranteed by Ambac Assurance
Corporation.  Moody's adjusted credit metrics add back the
beneficial interests in securitized financial assets (excluding
FASB 140 gain) reflecting the company's first loss exposure in the
event of a default on the securitization facility.  This amount
was $12 million as of September 30, 2004.

Alliance's recent re-entrance into the consumer market was not a
significant factor in Moody's decision to restore the company's
B1 senior implied rating.  Moody's views the risks associated with
this re-entry as minimal since the company anticipates only
$2 million of incremental capex per year.  The company plans to
price its consumer washer/dryers at a premium to those of Maytag
and Whirlpool, and Moody's does not expect that the company will
gain material market share (exceeding 2%).

Pro forma for the transaction, Alliance will have approximately
$23 million available under a $50 million revolver maturing in
2011 (after consideration of $27 million LOC).  Since Alliance's
business is not seasonal, Moody's does not expect any material
draws under the revolver over the next twelve months.  Moreover,
the company has a favorable debt maturity profile as the term loan
B amortizes in installments of only $2 million per year until
maturity.  The asset-backed securitization facility expires in
November 2005.  However, the company anticipates receiving a
commitment letter for a new securitization facility in early
January.

Alliance Laundry Systems LLC, located in Ripon, Wisconsin, designs
and produces a full line of commercial laundry equipment in North
America and worldwide.  The company's revenues for the four
quarters ended September 30, 2004 were $274 million.


ALLIANCE LAUNDRY: S&P Rates Planned $250M Senior Sec. Debt at B
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Ripon, Wisconsin-based commercial laundry
equipment manufacturer, Alliance Laundry Systems LLC.

At the same time, Standard & Poor's assigned its 'B' rating and a
recovery rating of '3' to Alliance Laundry's proposed $250 million
senior secured bank facilities, indicating that the secured
lenders can expect meaningful (50%-80%) recovery of principal in
the event of default.  The 'B' bank loan rating is at the same
level as the corporate credit rating.  Alliance Laundry had about
$275 million of debt outstanding at Sept. 30, 2004.

Standard & Poor's also assigned its 'CCC+' rating to Alliance
Laundry's and Alliance Laundry Corp.'s (co-issuer) proposed
$150 million subordinated notes due 2013.  The subordinated debt
and bank loan ratings are based on preliminary documentation and
are subject to review once final documentation has been received.

In addition, the outlook was revised to stable from negative.   
While the ratings already incorporate a very aggressive financial
profile, the negative outlook reflected Standard & Poor's prior
concern that the company's financial flexibility, including its
ability to delever in the future, would have been substantially
reduced due to its holding company's previous intention to issue
income deposit securities (which represented dividend paying,
shares of class A common stock, and subordinated debt).

Net proceeds from the bank loan and subordinated debt offering,
together with about $110 million of new equity, will be used to
finance the purchase of the controlling interest in Alliance
Laundry by Teachers' Private Capital, the private equity arm of
the Ontario Teachers' Pension Plan Board, and to repay about
$280 million of Alliance Laundry's outstanding debt and
mandatorily redeemable preferred interests.  The existing ratings
on senior secured and subordinated debt will be withdrawn upon
completion of the proposed transaction.


ALOHA AIRGROUP: Hires Char Sakamoto as Corporate Counsel
--------------------------------------------------------
Aloha Airgroup, Inc., and its debtor-affiliate sought and obtained
permission from the U.S. Bankruptcy Court for the District of
Hawaii to retain Char Sakamoto Ishii Lum & Ching as their special
corporate counsel.

Char Sakamoto will represent the Debtors in matters related to
leases, governmental and legislative issues, subpoena and
garnishment matters, and the negotiations with Aloha Airlines'
aircraft and equipment lessors.

The Firm did not disclose the hourly billing rates of its
professionals.

Elizabeth A. Ishii, Esq., shareholder and director of Char
Sakamoto, assures the Court of her Firm's "disinterestedness" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Honolulu, Hawaii, Aloha Airgroup, Inc. --
http://alohaairlines.com/-- provides air carrier service  
connecting five major airports in the State of Hawaii.  The
Company and its debtor-affiliate Aloha Airlines, Inc., filed for
chapter 11 protection on Dec. 30, 2004 (Bankr. D. Hawaii Case Nos.
04-03063 to 04-03064).  Alika L. Piper, Esq., Don Jeffrey Gelber,
Esq., Simon Klevansky, Esq., at Gelber Gelber Ingersoll &
Klevansky represent the Debtors in their restructuring efforts.  
When the Debtor filed for protection from its creditors, it listed
more than $100 million in assets and debts.


ALOHA AIRGROUP: Wants Access to $3 Million DIP Financing Facility
-----------------------------------------------------------------
Aloha Airgroup, Inc., and its debtor-affiliate ask the U.S.
Bankruptcy Court for the District of Hawaii for authority to enter
into a postpetition credit agreement in the amount of
$3 million with Aloha Securities and Investment Company and the
ING Family Partnership.

Aloha needs the loan to pay administrative expenses, operating
expenses and the additional costs of conducting business in these
bankruptcy proceedings.  Without the financing, the Debtors' going
concern value will diminish and their estates will suffer
irreparable harm.  

The Debtor proposes to provide a lien on all of their assets to
secure the new credit pursuant to 11 U.S.C. Sec. 364.

Headquartered in Honolulu, Hawaii, Aloha Airgroup, Inc. --
http://www.alohaairlines.com/-- provides air carrier service  
connecting the five major airports in the State of Hawaii.  Aloha
Airgroup and its subsidiary Aloha Airlines, Inc., filed for
chapter 11 protection on Dec. 30, 2004 (Bankr. D. Hawaii Case No.
04-03063).  Alika L. Piper, Esq., Don Jeffrey Gelber, Esq., and
Simon Klevansky, Esq., at Gelber Gelber Ingersoll & Klevansky
represent the Debtors in their restructuring efforts.  When the
Debtor filed for protection from its creditors it listed more than
$50 million in estimated assets and debts.


AMERICAN SKIING: Subsidiary Amends Loan and Security Agreement
--------------------------------------------------------------
American Skiing Company's subsidiary, Grand Summit Resort
Properties, Inc., entered into an Amendment Letter amending the
Loan and Security Agreement -- LSA, dated as of Sept. 1, 1998,
among Grand Summit, Textron Financial Corporation, as
administrative agent and the lenders parties.

The Letter Agreement generally modifies Grand Summit's obligation
under the LSA to reduce the outstanding principal balance of the
LSA as of December 31, 2004.  The original requirement of the LSA
mandated a maximum December 31, 2004, principal balance of
$17,000,000.  Pursuant to the Letter Agreement, this amount has
been amended to a revised maximum principal balance amount of
$17,350,989.59 as of December 31, 2004.  In consideration of this
amendment, Grand Summit paid the lenders an amendment fee of
$25,000 and the fees of lenders' counsel.

Headquartered in Park City, Utah, American Skiing Company --
http://www.peaks.com/-- is one of the largest operators of alpine  
ski, snowboard and golf resorts in the United States.  Its resorts
include Killington and Mount Snow in Vermont; Sunday River and
Sugarloaf/USA in Maine; Attitash Bear Peak in New Hampshire;
Steamboat in Colorado; and The Canyons in Utah.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 07, 2004,
Standard & Poor's Ratings Services withdrew its ratings including
the 'CCC' corporate credit rating on American Skiing Co. following
the completion of the company's refinancing, which replaces its
existing resort credit facility and its 12% senior subordinated
notes with a new $230 million senior secured credit facility.  The
new facility consists of a $125 million first lien loan (including
a $40 million revolving credit line) due November 2010 and a
$105 million second lien term loan due 2011.  The company also
exchanged its 10.5% repriced convertible exchangeable preferred
stock for junior subordinated debt due 2012, and it extended the
maturity of its existing $18 million in junior subordinated notes
to 2012.


AMES DEPARTMENT: Leesport Property Sale to Generate 500 New Jobs
----------------------------------------------------------------
In the largest industrial transaction in the Commonwealth in 2004,
Ashley Furniture, headquartered in Arcadia, Wisconsin, purchased
the former Ames Merchandising Corporation's one-story facility
situated on 180 acres for $26,750,000.00.

The property was sold by Ames in late December pursuant to the
Bankruptcy Court of the Southern District of New York with Kimco
Funding LLC as the major creditor.

Ashley Furniture, founded in 1945, has become the third largest
home furniture manufacturing company in the country.  Ashley plans
to use the Leesport property as both a manufacturing and
distribution center hub.  After an exhaustive search for a class A
distribution center encompassing all of New Jersey and Upstate
Pennsylvania, the Leesport property became the ideal choice.

Approximately 500 new jobs will be created as a result of this
major sale.

The modern, 1,200,000 square foot building includes:

   * 30' clear ceiling heights throughout;
   * 146 loading docks;
   * all municipal services; and
   * parking for 1000 trailers.

Binswanger/CBB and the Binswanger/Klatskin alliance, formed in
February 2001, co-brokered the transaction on behalf of Ashley.

Binswanger, headquartered in Philadelphia, is an international
full-service real estate organization with over 160 offices
worldwide.  Klatskin, headquartered in Teterboro, New Jersey, is
New Jersey's foremost industrial and commercial real estate
company.

Ames Department Stores filed for chapter 11 protection on
August 20, 2001 (Bankr. S.D.N.Y. Case No. 01-42217).  Albert
Togut, Esq., Frank A. Oswald, Esq. at Togut, Segal & Segal LLP and
Martin J. Bienenstock, Esq., and Warren T. Buhle, Esq., at Weil,
Gotshal & Manges LLP represent the Debtors in their restructuring
efforts.  When the Company filed for protection from their
creditors, they listed $1,901,573,000 in assets and $1,558,410,000
in liabilities.


AMOROSO CONSTRUCTION: Disclosure Statement Hearing on Jan. 21
-------------------------------------------------------------
The Honorable Alan Jaroslovsky of the U.S. Bankruptcy Court for
the Northern District of California will convene a hearing at
9:00 a.m., on January 21, 2005, to consider the adequacy of the
Disclosure Statement explaining the Joint Liquidating Plan of
Reorganization filed by Dennis J. Amoroso Construction Co., Inc.,
and its debtor-affiliate, Amoroso Investments, LLC.

The Debtors filed their Disclosure Statement and Joint Plan on
December 16, 2004.

The Plan contemplates the appointment of a Liquidating Agent, who
is charged with the obligation to take over the Debtors' remaining
assets in trust, including principally the construction accounts
receivable and the Travelers Bad Faith Litigation , reduce them to
money, and distribute them to creditors in the priority set out in
the Bankruptcy Code.

The Plan groups claims and interests into eight classes and
provides for these recoveries:

   a) Class 1 unimpaired claims consisting of Priority Claims for
      Wages, Unpaid Contribution to Employee Benefit Plans, and
      Consumer Deposits will be paid in full on the Effective
      Date;

   b) Class 2 impaired claims consisting of General Unsecured
      Creditors with claims amounting to over $500 will receive a
      Pro Rata payment from the liquidation of the Debtors' assets
      and the proceeds from a successful resolution of the
      Travelers Bad Faith Litigation and the Travelers Lien
      Litigation;

   c) Class 3 impaired claims consisting of Administrative
      Convenience Claims amounting to $500 or less will receive an
      immediate 75% lump sum dividend in full satisfaction of
      their claims;

   d) Class 4, Class 5 and 6 claims are all impaired claims
      consisting respectively of the Firemen's Fund Insurance
      Company, Travelers Casualty & Surety Co. of America and
      Kemper Insurance Company, which are all disputed and pending
      the resolution of those three disputes, the Plan provides
      that those claims will retain their equitable lien rights
      until the contingencies concerning those claims are
      resolved;

   e) Class 7 impaired claims consisting of the Allowed Amoroso
      Family Claims will be deemed subordinated to the full
      payment of the Class 1, Class 2, Class 3, Class 4, Class 5
      and Class 6 Allowed Claims; and

   f) Class 8 impaired claims consisting of the Debtors' Equity
      Holders will be deemed cancelled on the Effective Date and
      no dividends or other payments will be made to those claims
      on account of their stock and llc memberships.

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

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

Objections to the approval of the Disclosure Statement, if any,
must be filed and served on or before January 16, 2005.

Headquartered in Novanto, California, Dennis J. Amoroso
Construction Co., Inc., is a general contractor.  The Company and
its debtor-affiliate filed for chapter 11 protection on
September 21, 2004 (Bankr. N.D. Calif. Case No. 04-12244).  John
H. MacConaghy, Esq., at Law Offices of John H. MacConaghy
represents the Debtors in their restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
estimated assets and debts of $10 million to $50 million.

  
ANECO ELECTRICAL: Wants Access to $1,175,000 of DIP Financing
-------------------------------------------------------------
Aneco Electrical Construction, Inc., asks the U.S. Bankruptcy
Court for the Middle District of Florida, Tampa Division, for
authority to obtain postpetition financing of up to
$1,175,000 from Safeco Insurance Company.

Six weeks before the petition date, Safeco advanced approximately
$3,836,000 to Aneco to cover a portion of the Debtor's general
overhead and to purchase supplies and materials necessary to
continually run Aneco's business.   

Safeco agreed to provide Aneco a fresh loan to avoid irreparable
and immediate harm to the Debtor's business.  Without the new
credit, the Debtor is in danger of not being able to complete
profitable jobs resulting in uncollected retainages and profits.

To secure the DIP financing, Safeco will be granted super priority
administrative expense claim status in accordance with Section
364(c)(1) of the Bankruptcy Code.

Headquartered in Clearwater, Florida, Aneco Electrical
Construction, Inc. -- http://www.anecoinc.com/-- is an electrical  
and telecommunications company serving the commercial,
entertainment, industrial, medical, government and institutional
building markets in the southeastern United States.  The Company
filed for chapter 11 protection on Dec. 30, 2004(Bankr. M.D. Fla.
Case No. 04-24883).  Scott A. Stichter, Esq., at Stichter, Riedel,
Blain & Prosser represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed $51 million in estimated assets and $41 million in
estimated debts.


ATA AIRLINES: December Capacity Down 12.4% from 2003
----------------------------------------------------
ATA Airlines, Inc., the principal subsidiary of ATA Holdings Corp.
(OTC: ATAHQ), reported that December jet scheduled service traffic
decreased 11.0 percent from 2003 to 911.8 million RPMs (revenue
passenger miles).  Capacity decreased 12.4 percent compared to
2003 to 1.3 billion ASMs -- available seat miles -- causing ATA's
December jet scheduled service passenger load factor to increase
1.1 points to 69.9 percent.  There were 738,081 passengers
enplaned in December, a decrease of 8.3 percent.  ATA enplaned
10,084,851 passengers in the year ending December 31, 2004, which
is an increase of 7.6 percent in enplanements over the previous
year.

Captain William Beal, Senior Vice President of Operations said,
"At a time when airports nationwide were at capacity with holiday
travelers and challenged by severe weather, we provided our
customers with outstanding performance.  During the peak travel
period from December 19 to January 3, we operated approximately
3,000 mainline flights, and during that busy time, only seven
flights on our ATA system were canceled.  This is certainly a
reflection of the teamwork that our employees demonstrate during
such a critical period as families travel to be together."

"Another noteworthy achievement was the recently concluded college
football season, which saw ATA transport more than 4,000
passengers through 32 different airports as they participated in
15 college football bowl games.  Not only did ATA transport eight
teams, but we also flew three bands and 10 planeloads of fans to
various bowl games," said Capt. Beal.

As of December 31, 2004, ATA has a fleet of 33 Boeing 737-800s, 15
Boeing 757-200s, 12 Boeing 757-300s, and five Lockheed L-1011s.  
Chicago Express Airlines, Inc., the wholly owned commuter airline
based at Chicago-Midway Airport, operates 17 SAAB 340Bs.

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.


AVADO BRANDS: President & CFO Resign from Executive Posts
---------------------------------------------------------
Louis J. Profumo, Chief Financial Officer of Avado Brands, Inc.,
resigned on Dec. 30, 2004.  His resignation will take effect on
Jan. 14, 2005.

Robert Andreottola, President of Don Pablo's Mexican Kitchen and
Hops Grillhouse & Brewery concepts also resigned on the same day
and his resignation took effect on Dec. 31. 2004.

Headquartered in Madison, Georgia, Avado Brands, Inc. --
http://www.avado.com/ -- owns and operates two proprietary brands  
comprised of 102 Don Pablo's Mexican Kitchens and 37 Hops
Grillhouse & Breweries.  The company recently introduced a new
Hops City Grille concept that is currently in test in Florida.  
The Company and its debtor-affiliates filed voluntary chapter 11
petitions on Feb. 4, 2004 (Bankr. N.D. Tex. Case No. 04-31555).
Deborah D. Williamson, Esq., and Thomas Rice, Esq., at Cox & Smith
Incorporated, represent the Debtors in their restructuring
efforts.  Miller Buckfire Lewis Ying & Co., LLC, is providing
financial advisory services.  When the Debtors filed for
protection from its creditors, they listed $228,032,000 in total
assets and $263,497,000 in total debts.


BANKBOSTON COMMERCIAL: S&P Withdraws CLO Ratings
------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on the
class A-2, B-2, C-2, and D-2 notes issued by BankBoston Commercial
Loan Master LLC Series 1999-1, an asset-backed CLO transaction
that closed Nov. 5, 1999.

The rating withdrawals follow the full redemption of the notes,
which were in their "Controlled Accumulation Period."  This
controlled accumulation period followed the transaction's
revolving period, whereby the full principal was returned to
investors in a lump sum payment.  In addition, the class A-1,
B-1, C-1, and D-1 notes were redeemed in 2002.
   
                       Ratings Withdrawn
   
      BankBoston Commercial Loan Master LLC Series 1999-1

           Rating         Balance (mil. $)
  Class   To     From    Original    Current  Redemption Date
  -----   --     ----    --------    -------  ---------------
  A-2     NR     AAA     597.50      0.00     Aug. 15, 2004
  B-2     NR     A        25.90      0.00     Nov. 15, 2004
  C-2     NR     BBB      26.60      0.00     Nov. 15, 2004
  D-2     NR     BB       12.80      0.00     Nov. 15, 2004
  

BEARINGPOINT INC: Exercises Option to Buy Additional Debentures
---------------------------------------------------------------
BearingPoint, Inc., (NYSE: BE) has completed the private placement
of an additional $50 million of its Convertible Subordinated
Debentures.  The debentures were issued upon the exercise of the
option to purchase an additional:

   -- $25 million aggregate principal amount of the Company's
      2.50% Series A Convertible Subordinated Debentures due
      December 15, 2024; and

   -- $25 million aggregate principal amount of the Company's
      2.75% Series B Convertible Subordinated Debentures due
      December 15, 2024.

The option was granted to the initial purchasers in the Company's
previously announced private placement of $400 million aggregate
principal amount of the Company's Convertible Subordinated
Debentures.  The Convertible Subordinated Debentures were sold to
qualified institutional buyers in a private placement pursuant to
Rule 144A under the Securities Act of 1933, as amended.

The Company intends to use the net proceeds from the sale of the
additional debentures for general corporate purposes.

The debentures and the shares of common stock issuable upon
conversion of the debentures have not been registered under the
Securities Act of 1933, as amended, or any state securities laws,
and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.

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

                    About BearingPoint, Inc.

BearingPoint, Inc., (NYSE: BE) is one of the world's largest
business consulting, systems integration and managed services
firms serving Global 2000 companies, medium-sized businesses,
government agencies and other organizations.  The Company provides
business and technology strategy, systems design, architecture,
applications implementation, network infrastructure, systems
integration and managed services.  The Company's service offerings
are designed to help our clients generate revenue, reduce costs
and access the information necessary to operate their business on
a timely basis.  Based in McLean, Virginia, BearingPoint has been
named by Fortune as one of America's Most Admired Companies in the
computer and data services sector.  For more information, visit
the Company's website at http://www.BearingPoint.com/

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 17, 2004,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured ratings on McLean, Virginia-based
BearingPoint, Inc., to `BB+' from `BBB-'.

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

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


CATHOLIC CHURCH: Portland Diocese Publicizes April 29 Bar Date
--------------------------------------------------------------
This week the Archdiocese of Portland began an extensive effort to
notify anyone who believes he or she has a claim against the
Archdiocese to file the claim by 5:00 p.m. Pacific Time on
April 29, 2005.  The April 29 bar date was set by the U.S.
Bankruptcy Court as the last day to file claims.  This
notification process is a normal part of the bankruptcy
proceedings.  It will assist the Archdiocese and the Bankruptcy
Court in establishing the total amount of outstanding debt the
Archdiocese owes.  The notice is directed to anyone who believes
that the Archdiocese of Portland owes them money or to anyone who
believes that the Archdiocese is responsible for causing them any
injury or harm including child sexual abuse by a member of the
clergy or an employee.

The Archdiocese of Portland is placing a legal notice in major
newspapers in Oregon, to the USA Today and the Wall Street Journal
and to newspapers in Washington, Idaho, Montana, California and
British Columbia.  The notification will be placed in Catholic
newspapers in Portland, Seattle, Spokane, Los Angeles and San
Francisco.  The notification will be sent by mail to creditors, to
81,070 registered Catholic households in western Oregon, to alumni
in certain of the Catholic high schools, and to others.

The legal notice states that one may have a claim against the
diocese if:

   -- while a person was under the age of 18, he/she had sexual
      contact with or were sexually touched by a Catholic priest,
      employee, volunteer, or other person working for the
      Archdiocese of Portland in Oregon or for a Catholic
      Parish/School served by the Archdiocese; or

   -- he/she believes the Archdiocese is responsible for anything
      that caused his/her injury or harm at any age; or

   -- the Archdiocese owes him/her any money; or

   -- he/she asserts a right to payment from the Archdiocese, or

   -- he/she asserts a right to an equitable remedy (e.g., the
      right to require the Archdiocese to either do or not do
      something) which would result in the Archdiocese owing
      him/her money for its failure to do as required, whether or       
      not the right is disputed, matured, secured, legal,
      equitable, or contingent upon the happening of some future
      event.

Claims will be coordinated by the Bankruptcy Management
Corporation - BMC Group, of El Segundo, Calif., an independent
claims agent for the Archdiocese.  A special web site
http://www.bmcgroup.com/archdpdx/will be established to provide  
interested persons with helpful information, including Proof of
Claim forms that can be downloaded, and a toll-free phone number
1-888-909-0100 to answer questions.

The Archdiocese of Portland strongly encourages everyone believing
that they have a claim against the Archdiocese to file the Proof
of Claim form by the bar date: April 29, 2005 by 5:00 p.m. Pacific
Time.  Those with questions about a possible claim should call the
BMC Group 1-888-909-0100, not the Archdiocese of Portland or their
local parish.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.  
Thomas W. Stilley, Esq. and William N. Stiles, Esq. of Sussman
Shank LLP represent the debtor in its restructuring efforts.  When
the debtor filed for chapter 11 protection, it listed estimated
assets of $10,000,000 to $50,000,000 and estimated debts of
$25,000,000 to $50,000,000.


CEDRIC KUSHNER: $12.1M Equity Deficit Spurs Going Concern Doubt
---------------------------------------------------------------
Cedric Kushner Promotions, Inc., incurred net losses of
$9,702,355 and $5,347,903 during the nine months ended
September 30, 2004, and 2003, respectively. In addition, the
Company had a working capital deficiency of $10,911,333 at
September 30, 2004.  Furthermore, the Company had a stockholders'
deficiency of $12,134,713 at September 30, 2004.  These factors
continue to raise substantial doubts about the Company's ability
to continue as a going concern.

At September 30, 2004, the Company's cash position reflected a
balance of $95,744 compared to the $21,205 balance at December 31,
2003.  Additionally, the Company had $4,980 held in escrow at
September 30, 2004, subject to release in accordance with the
terms of an escrow agreement  dated February 17, 2004.

                            Default

The Company is in default of several notes and loans payable in
the aggregate amount of approximately $2,793,650.  The Company
hopes to remedy these defaults through additional borrowings,
conversion of existing debt to equity, ownership contributions,
and renegotiation of existing terms and conditions of notes and
loans payable in default.   If the Company is unable to cure these
defaults, it may significantly impede the Company's ability to
raise additional funds and to conduct normal business operations.

The Company expects to meet its long-term liquidity requirements
through long-term borrowings, both secured and unsecured, the
issuance of debt or equity securities and cash generated from
operations.  As of November 15, 2004, the Company has been unable
to secure any source of long-term liquidity.  If the Company is
not successful in obtaining long-term liquidity, it risks being
unable to replace maturing obligations when due.

There can be no assurance that sufficient funds required during
the next year or thereafter will be generated from operations or
that funds will be available from external sources such as debt or
equity financings or other potential sources.  The lack of
additional capital resulting from the inability to generate cash
flow from operations or to raise capital from external sources
would force the Company to substantially curtail or cease
operations and would, therefore, have a material adverse effect on
its business.  Further, there can be no assurance that any
required funds, if available, will be available on attractive
terms or that they will not have a significant dilutive effect on
the Company's existing stockholders.

Cedric Kushner promotes world champion and top contender boxers.
In addition to its representation and promotion efforts, the
agency also produces and syndicates world championship boxing
events for distribution worldwide.  A steady program supplier to
the world's leading television networks, including HBO, SHOWTIME,
ESPN, and EuroSport, the company promotes televised events from
venues all around the world.

With a roster rich in world champions and a track record that
includes having promoted approximately 300 world championship
bouts, CKP is at the forefront of the international boxing
business.  CKP, formed in 1974 by promoter Cedric Kushner,
originally achieved prominence in the field of rock-'n-roll music
and is now one of the most active promoters of championship bouts
worldwide.  In addition to its North American business, CKP is the
foremost American-based promoter of boxing in Europe and Africa.


CHALMETTE LLC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Chalmette LLC
        2323 Nantuckett
        Houston, Texas 77057

Bankruptcy Case No.: 05-30394

Chapter 11 Petition Date: January 4, 2005

Court: Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Rodney E. Moton, Esq.
                  2626 South Loop West 230
                  Houston, TX 77054
                  Tel: 713-236-8184

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.


COX TECHNOLOGIES: Initial Liquidating Dividend is $0.14 Per Share
-----------------------------------------------------------------
Cox Technologies, Inc., (OTCBB: COXT) filed Articles of
Dissolution with the Secretary of State of North Carolina, to be
effective Jan. 17, 2005.  At the close of business on
Jan. 17, 2005, the company will close its stock transfer books and
discontinue recording transfers of its common stock.  Thereafter,
certificates representing the common stock will not be assignable
or transferable on the books of the company.  Any liquidating
distributions made by the company will be made solely to the
shareholders of record at the final record date, which is the
close of business on Jan. 17, 2005.

The company also reported that its board of directors has approved
an initial cash distribution to its shareholders out of the
proceeds of the sale of substantially all of its assets to
Sensitech, Inc.  The company will make an initial distribution to
each shareholder of record as of the close of business on Jan. 17,
2005 of $0.14 for each share of Cox Technologies common stock held
as of such record date.  Cox Technologies will initiate the
distribution upon finalization of the Jan. 17, 2005, record of
shareholders, which is expected to be within a few days of the
record date.

Since the Asset Sale to Sensitech, Cox Technologies has been
taking the necessary steps to liquidate and convert the remaining
non-cash assets of the Company to cash and to pay the liabilities
and obligations of the Company.  As of Dec. 31, 2004, the company
reported net assets in liquidation of approximately $6,152,614, or
approximately $0.16 per share.  The aggregate amount of the $0.14
per share cash distribution will be $5,343,390.78.  In lieu of
satisfying all of its liabilities and obligations prior to making
the initial distribution to Cox Technologies' shareholders, the
company has retained approximately $1,752,000 to provide for
satisfaction of its liabilities and obligations.

After the liabilities, expenses and obligations have been
satisfied in full, Cox Technologies will distribute to its
shareholders any remaining portion of the cash reserve.  
Management's current estimate is that the cumulative distribution
will be in a range from $0.16 to $0.17 per common share, in the
form of the initial distribution in the amount of $0.14 per share
and one or more subsequent distributions estimated to be in the
range of $0.02 to $0.03 per share.

                    About Cox Technologies

On April 16, 2004, Cox Technologies sold substantially all of its
assets to Sensitech, for cash and is currently engaged in the
process of orderly liquidation of its remaining assets, the
winding up of its business and operations, and the dissolution of
the Company.


CWALT INC: Moody's Puts Ba3 Rating on $4.3M Class B-3 Certificates
------------------------------------------------------------------
Moody's Investors Service has assigned a rating of Aaa to the
senior certificates issued in the CWALT, Inc., Alternative Loan
Trust 2004-30CB securitization of Alternative-A loans secured by
first liens on one to four-family residential properties.  In
addition ratings of Aa3, A3, Baa2 and Ba3 were assigned to classes
M-1, B-1, B-2 and B-3, respectively.

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

The underlying collateral consists predominantly of conforming
balance fixed-rate mortgage loans.  The loans in the pool
primarily have original term to maturity of 30 years or 15-year
loans.  The credit quality of the pool is similar to Countrywide's
recent securitizations of Alternative-A conforming balance fixed
rate collateral.

Countrywide Home Loans Servicing LP will be the master servicer of
the mortgage loans.  Countrywide is considered to be a highly
capable servicer of prime quality mortgage loans.  Countrywide
Servicing was established by Countrywide Home Loans -- CHL -- in
February 2000 to service loans originated by CHL.  Moody's has
assigned Countrywide Home Loans, Inc., servicer ratings of SQ1,
Moody's highest servicer quality rating, for servicing of
Prime/Alt-A loans.

The complete rating actions are:

Issuer:          Alternative Loan Trust 2004-30CB
Depositor:       CWALT, Inc.
Master Servicer: Countrywide Home Loans Servicing LP


             Class                Amount     Rating
             -----                ------     ------
             Class 1-A-1     $90,744,055        Aaa
             Class 1-A-2    $101,045,000        Aaa
             Class 1-A-3     $55,600,000        Aaa
             Class 1-A-4     $25,292,308        Aaa
             Class 1-A-5   Interest Only        Aaa
             Class 1-A-6     $37,430,380        Aaa
             Class 1-A-7     $40,000,000        Aaa
             Class 1-A-8   Interest Only        Aaa
             Class 1-A-9      $4,444,000        Aaa
             Class 1-A-10    $60,000,000        Aaa
             Class 1-A-11  Interest Only        Aaa
             Class 1-A-12   $104,600,800        Aaa
             Class 1-A-13    $26,150,200        Aaa
             Class 1-A-14  Interest Only        Aaa
             Class 1-A-15    $35,300,000        Aaa
             Class 1-A-16    $15,864,000        Aaa
             Class 1-A-17     $5,318,637        Aaa
             Class 1-A-18     $1,970,020        Aaa
             Class 2-A-1    $172,942,300        Aaa
             Class 2-A-2   Interest Only        Aaa
             Class 2-A-3     $14,000,000        Aaa
             Class 2-A-4     $20,771,400        Aaa
             Class 3-A-1     $93,255,800        Aaa
             Class PO         $3,003,356        Aaa
             Class A-R              $100        Aaa
             Class M         $20,489,500        Aa3
             Class B-1        $8,577,000         A3
             Class B-2        $5,718,000       Baa2
             Class B-3        $4,288,500        Ba3


DAYTON SUPERIOR: Moody's Affirms Low-B & Junk Ratings
-----------------------------------------------------
Moody's Investor Service affirmed Dayton Superior Corp.'s debt
ratings to reflect the company's recent financial performance,
particularly the improvement reported in its third quarter
results.  The affirmation also considers:

   (1) recent improvement in the commercial construction
       marketplace,

   (2) the company's ability to pass on raw material price
       increases, and

   (3) the liquidity afforded by the company's revolver.  

The change in ratings outlook to stable from negative reflects the
belief that the company's financial performance is currently
improving.

The affirmed ratings are:

   * $165 million 10.75% guaranteed senior secured second lien
     notes due 2008, affirmed at B3;

   * $155 million 13% guaranteed senior subordinated global notes
     due 2009, affirmed at Caa2;

   * Senior Implied, affirmed at B3;

   * Issuer Rating, affirmed at Caa1.

The ratings affirmation reflects the company's role in the
commercial construction marketplace and the belief that this
market is showing signs of growth after a protracted period of
weakness.  The affirmation considers the company's recent
financial performance including an increase of 14% in sales for
the first nine months on a year over year basis, and an
improvement in its operating margin to 5% from 4.4% for the nine
months ended October 1, 2004 vs. September 26, 2003, respectively.   
The company's liquidity is anticipated to improve over the
intermediate term due to an improvement in its working capital
that is expected to be derived from reduced inventory levels.   
Additionally, the company's inventory position is high due to a
strategic decision to buy steel in increased bulk in order to
receive larger discounts and protect against additional short-term
increases in steel prices.

The company's liquidity is considered to be adequate based on
current projections.  Liquidity is provided by a $95 million
revolving credit facility, $66 million of which was used as of
October 1, 2004.  Moody's notes that it does not rate the
company's revolving credit facility.  The revolver's availability
is crucial as the company maintains almost no cash on its balance
sheet and relies on its revolver to fund working capital swings.  
Although an improving commercial construction market should allow
Dayton Superior an opportunity to improve its balance sheet during
2005, a slower than expected recovery could quickly become an
important challenge given its liquidity profile.

The ratings and or outlook may deteriorate if the company's free
cash flow does not turn positive over the next couple of quarters,
or if the company's EBITDA to interest is anticipated to fall
below 1 times on a projected basis.  A reduction in the company's
projected liquidity could also cause a downgrade or a change in
outlook.  Swings in raw material costs and the company's ability
to pass on these increases continues to be an important issue.  
The company's steel rods are used primarily in the construction of
commercial concrete structures.  Hence, a slowdown in the
commercial building market would likely pressure the rating as the
company's leverage levels are high and its interest coverage is
low for the ratings category.  A debt-financed acquisition that
results in reduced coverage ratios could also prompt a downgrade.   
An improvement in the ratings outlook would likely occur if the
company was able to significantly improve its operating results,
or meaningfully reduce its debt levels.  At a minimum, EBITDA to
interest expense of over 2 times and free cash flow to total debt
of over 5% on a sustainable basis would be necessary to consider a
ratings upgrade or even an improved outlook.

Headquartered in Dayton, Ohio, Dayton Superior Corporation is the
largest North American manufacturer and distributor of metal
accessories and forms used in concrete construction, and metal
accessories used in masonry construction.


DELAFIELD 246 CORPORATION: List of 5 Largest Unsecured Creditors
----------------------------------------------------------------
Delafield 246 Corporation released a list of its 20 Largest
Unsecured Creditors:

    Entity                       Nature Of Claim    Claim Amount
    ------                       ---------------    ------------
Bleakle Platt Schmidt LLP        Legal Services          $26,689
PO Box 50556
White Plains, New York 10602

Teltler & Teltler                Legal Services          $12,324
1114 Avenue of the Americas
New York, New York 10036

Shapiro Sher Giunor & Sandler    Legal Services          $10,835
36 South Charles Street
Baltimore, Maryland 21201

Marshall S. Shieff, Esq.         Legal Services          $10,000
245 Saw Mill River Road
Hawthorne, New York 10532

Delafield Estates Homeowners     Assessments                  $1
Association

Headquartered in Plainview, New York, Delafield 246 Corporation is
a real estate investor and developer.  The Company filed for
chapter 11 protection on November 29, 2004 (Bankr. E.D.N.Y. Case
No. 04-87515).  Daniel A Zimmerman, Esq., at the Law Offices of
Steven Cohn PC, represents the Company in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed $13,000,000 in assets and $9,001,200 in debts.


DELPHI: Joins Effort with Comcast in Auto Video Market Research
---------------------------------------------------------------
Delphi Corp. (NYSE: DPH) and Comcast Corporation (Nasdaq: CMCSA,
CMCSK) reached an agreement under which the two companies will
work together to develop ways to allow users to select video
content, transfer it to an in-vehicle entertainment system, and
take it with them on the go.

Under the agreement, Delphi will work to develop an electronic
consumer device for use in vehicles that enables the transfer and
user selected playback of video, and Comcast will examine ways to
allow users to access video content.

"The Comcast and Delphi joint development project will seek to
explore ways to empower users with a new mechanism to deliver
video programming to the vehicle," said Dave Wohleen, Delphi vice
president and president of Delphi's Electronics & Safety sector.

"We're pleased to work with Delphi to explore how we can support
an expanding array of products and services," said Steve Craddock,
Comcast's senior vice president of New Media Development.

The goal of the agreement is to leverage Delphi's 802.11 enabled
rear-seat video system and allow users to securely transfer
content to their vehicles. The agreement includes an anticipated
timeline of 6 months to 18 months for evaluation and development.

"Delphi has established a track record of leadership in automotive
electronics and, as we expand our presence in adjacent
technologies, we're radically transforming the everyday
experiences people have both at home and on the road," said Beth
Schwarting, Delphi Electronics & Safety general director of sales
and marketing. "Our efforts will have the potential to become the
coolest and most convenient way to get customized programming into
the car."

Delphi--http://www.delphi.com/--is a world leader in mobile  
electronics and transportation components and systems technology.
Multi-national Delphi conducts its business operations through
various subsidiaries and has headquarters in Troy, Michigan, USA,
Paris, Tokyo and Sao Paulo, Brazil.  Delphi's two business sectors
-- Dynamics, Propulsion, Thermal & Interior Sector and Electrical,
Electronics & Safety Sector -- provide comprehensive product
solutions to complex customer needs.  Delphi has approximately
186,500 employees and operates 171 wholly owned manufacturing
sites, 42 joint ventures, 53 customer centers and sales offices
and 34 technical centers in 41 countries.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 23, 2004,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Delphi Corp. to 'BB+' from 'BBB-' and its short-term
corporate credit rating to 'B' from 'A-3'.  The ratings were
removed from CreditWatch where they were placed Dec. 2, 2004.  The
outlook is stable.

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


DEX MEDIA: Registers Up to 18 Mil. Shares for Secondary Offering
----------------------------------------------------------------
Dex Media, Inc., (NYSE: DEX) filed a registration statement with
the Securities and Exchange Commission to register the sale of up
to 18 million shares of common stock by certain of its
stockholders.  The shares of common stock are being offered by
affiliates of TCG Holdings, L.L.C., and WCAS IX Associates, LLC.   
The shares to be sold in the offering represent approximately
12 percent of fully diluted shares outstanding as of Jan. 1, 2005.  
The underwriters will have an option to purchase up to an
additional 2.7 million shares from the selling stockholders.  Dex
Media will not receive any proceeds from the offering.

The offering will be made only by means of a prospectus.  Once
available, a preliminary prospectus may be obtained from:

               Morgan Stanley
               Attn: Prospectus Dept.
               1585 Broadway
               New York, NY  10036
               Tel. No.: (212) 761-4000

                      -- or --

               Lehman Brothers Inc.
               745 Seventh Ave.
               New York, NY  10019
               Tel. No.: (212) 526-7000

                      -- or --

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

A registration statement relating to these securities has been
filed with the Securities and Exchange Commission but has not yet
become effective.  These securities may not be sold nor may offers
to buy be accepted prior to the time the registration statement
becomes effective.  

                      About Dex Media, Inc.
     
Dex Media, Inc., is the exclusive publisher of the official White
and Yellow Pages directories in print, Internet and CD-ROM for
Qwest Communications International Inc.  The company publishes
269 directories in Arizona, Colorado, Idaho, Iowa, Minnesota,
Montana, Nebraska, New Mexico, North Dakota, Oregon, South Dakota,
Utah, Washington and Wyoming.  The company's leading Internet
based directory, DexOnline.com, is the most used Internet Yellow
Pages in the states Dex Media serves, according to market research
firm comScore.  In 2003, after giving effect to the acquisition of
Dex Media West, LLC, Dex Media, Inc. generated revenues of
approximately $1.6 billion.

                         *     *     *

As reported in the Troubled Company Reporter on June 18, 2004,
Fitch Ratings affirmed these ratings on Dex Media's subsidiaries,
Dex Media East LLC (DXME) and Dex Media West LLC (DXMW):

   DXME

      -- $1.1 billion senior secured credit facility 'BB-';
      -- $450 million senior unsecured notes due 2009 'B';
      -- $525 million senior subordinated notes due 2012 'B-'.

   DXMW

      -- $2.1 billion senior secured credit facility 'BB-';
      -- $385 million senior unsecured notes due 2010 'B';
      -- $780 million senior subordinated notes due 2013 'B-'.

In addition, Fitch has assigned a 'CCC+' rating to the holding
company's, Dex Media Inc., $500 million 8% notes due 2013 and its
$750 million 9% aggregate principal discount notes due 2013, which
has a current accreted value of $512 million.  Approximately
$6.3 billion of debt is affected by Fitch's actions.  The Rating
Outlook is Stable.

On July 28, 2004, Moody's Investor Service upgraded its credit
ratings by two notches to B3.

In anticipation of a common stock offering and the use of a
portion of the proceeds to reduce debt, on May 17, 2004, Standard
& Poors revised the outlook on Dex's single-B credit ratings to
stable from negative.


DEX MEDIA: Reconfirms 2004 Guidance & Issues 2005 Guidance
----------------------------------------------------------
Dex Media, Inc., (NYSE: DEX) reconfirmed its full-year 2004
guidance, including:

   -- adjusted free cash flow of approximately $485 million,
      comprised of estimated cash flow from operations of
      $490 million less estimated capital expenditures of
      $55 million plus IPO-related cash requirements of
      $50 million;

   -- debt paydown of approximately $460 million;

   -- an adjusted EBITDA margin of approximately 56 percent; and

   -- adjusted revenue growth between 1.2 percent and 1.3 percent.

Additionally, Dex Media is providing general full-year 2005
guidance, which includes an expectation that free cash flow will
increase over 2004, in part due to a decrease in capital
expenditures and an improved capital structure with debt paydown
(before giving effect to dividend payments) approximating one-half
turn of leverage; and an adjusted EBITDA margin percentage and
full-year revenue growth rate, while fluctuating on a quarterly
basis, consistent with 2004 results.

Adjusted free cash flow and adjusted EBITDA are non-GAAP measures.  
Management believes that providing guidance on these non-GAAP
measures enables investors to better assess and understand the
company's ability to meet debt service, make capital expenditures
and meet its working capital requirements.  Dex Media does not
intend for the information to be considered in isolation or as a
substitute for GAAP measures.  Other companies may define similar
measures differently.

                      About Dex Media, Inc.
     
Dex Media, Inc., is the exclusive publisher of the official White
and Yellow Pages directories in print, Internet and CD-ROM for
Qwest Communications International, Inc.  The company publishes
269 directories in Arizona, Colorado, Idaho, Iowa, Minnesota,
Montana, Nebraska, New Mexico, North Dakota, Oregon, South Dakota,
Utah, Washington and Wyoming.  The company's leading Internet
based directory, DexOnline.com, is the most used Internet Yellow
Pages in the states Dex Media serves, according to market research
firm comScore.  In 2003, after giving effect to the acquisition of
Dex Media West, LLC, Dex Media, Inc. generated revenues of
approximately $1.6 billion.

                         *     *     *

As reported in the Troubled Company Reporter on June 18, 2004,
Fitch Ratings affirmed these ratings on Dex Media's subsidiaries,
Dex Media East LLC (DXME) and Dex Media West LLC (DXMW):

   DXME

      -- $1.1 billion senior secured credit facility 'BB-';
      -- $450 million senior unsecured notes due 2009 'B';
      -- $525 million senior subordinated notes due 2012 'B-'.

   DXMW

      -- $2.1 billion senior secured credit facility 'BB-';
      -- $385 million senior unsecured notes due 2010 'B';
      -- $780 million senior subordinated notes due 2013 'B-'.

In addition, Fitch has assigned a 'CCC+' rating to the holding
company's, Dex Media Inc., $500 million 8% notes due 2013 and its
$750 million 9% aggregate principal discount notes due 2013, which
has a current accreted value of $512 million.  Approximately
$6.3 billion of debt is affected by Fitch's actions.  The Rating
Outlook is Stable.

On July 28, 2004, Moody's Investor Service upgraded its credit
ratings by two notches to B3.

In anticipation of a common stock offering and the use of a
portion of the proceeds to reduce debt, on May 17, 2004, Standard
& Poors revised the outlook on Dex's single-B credit ratings to
stable from negative.


DI GIORGIO: Moody's Rates New $150M Senior Unsecured Notes at B2
----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Di Giorgio
Corp.'s new $150 million senior unsecured note issuance, the
proceeds of which, in combination with drawings under its
revolving credit facility, will be used to refinance existing
indebtedness and pay a dividend, and affirmed the existing senior
implied rating at B1.  The rating outlook has been changed to
negative.

The change in the outlook to negative reflects a significant
increase in leverage at a point in time when the company is
operating with the loss of one of its largest customers.  In
addition, the payment of a large dividend in the face of a
potential decline of nearly 20% in EBITDA for the year vs. 2003
and the fact that its payment required a drawdown under the
revolver thus becoming a significant contributor to the increase
in leverage.  Ratings would be negatively impacted if current
performance levels declined as evidenced by any increase in the
pro-forma 5.7x debt/EBITDA and if excess cash flow is not used
over the short to intermediate term to reduce debt under the
revolver.  Substantial ownership changes or use of liquidity
reserves for non-productive uses also could adversely impact
Moody's view of the financial risks facing the company.  The
outlook could be changed back to stable if the company were able
to reduce debt so that debt/EBITDA was no greater than 4.75x and
that the revenue and cash flow recently lost is replaced with
either new customers or additional business with existing
customers.

The affirmation of Di Giorgio's long-term ratings reflect:

   (1) the company's modest free cash flow margins (defined as
       EBITDA less cash outflows for interest expense, taxes,
       working capital, and maintenance capital expenditures),

   (2) high amount of leverage for its current rating category,
       and

   (3) the recent history of paying out substantial portions of
       net income in the form of dividends.

Exposure to the economic fortunes of a single region and the
intense supermarket competition around New York City also
adversely affect Moody's opinion of the challenges facing Di
Giorgio.  The ratings are supported by:

   (1) Di Giorgio's established position as the leading
       independent wholesaler to New York metro area grocers,

   (2) its lengthy history of net profitability, and

   (3) the consistent trend of small annual improvements in
       operating performance.

In addition, while the company has a relatively small revenue
base, the focus on a single region provides efficiencies in areas
such as distribution and purchasing.

The B2 rating on the senior unsecured notes recognizes that, while
these notes do not enjoy any upstream guarantees from
subsidiaries, Di Giorgio Corp. directly owns most of the
consolidated assets and directly undertakes most of the business
activities; however, the notes are effectively subordinated to
material amounts of more senior indebtedness in the form of an
unrated $90 million secured revolving credit facility.  The senior
unsecured notes also rank pari passu with trade accounts payable,
which were approximately $67 million at 10/31/04.  As of the end
of the October 2004 quarter, $75 million of the revolving credit
commitment was available.

Rating assigned:

   * $150 million senior unsecured notes due 2013 at B2.

Ratings affirmed:

   * Senior implied at B1;
   * Senior unsecured issuer rating at B2.

Di Giorgio Corporation, headquartered in Carteret, New Jersey,
distributes groceries principally in and around New York City and
Philadelphia.  Revenue for the 12 months ended October 2004
approximated $1.3 billion.


DI GIORGIO: S&P Places B- Rating on Proposed $150M Senior Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to Di
Giorgio Corp.'s proposed $150 million senior notes due 2013.  The
notes will be offered under Rule 144A without registration rights.
Along with borrowings under the company's credit facility,
proceeds from this issuance will be used to repay the outstanding
principal of the 10% notes due in 2007, fund a $10 million
dividend to the holders of class A and class B common stock, and
cover fees and expenses.

Existing ratings on Di Giorgio, including the 'B' corporate credit
rating, were affirmed.  The outlook is stable.

Pro forma for the refinancing, Di Giorgio will have $184 million
of debt on its balance sheet ($242 million of lease-adjusted debt)
as of Sept. 25, 2004.  Pro forma lease-adjusted debt to EBITDA
will be 5.8x, and trailing-12-month EBITDA interest coverage will
be just under 2.0x.  As part of its refinancing plan, management
intends to amend its current bank facility to extend the maturity
date to 2009 and to increase the size to $100 million, as well as
allow for the dividend payment to occur following the note
refinancing.  Current ratings do not factor in any material
debt-financed acquisition activity or further sizeable
debt-financed dividends.

"The ratings reflect the company's heavy debt burden, its
participation in the highly competitive food wholesale and
distribution industry, and the expectation that credit measures
will remain consistent with current ratings for the next several
years," said Standard & Poor's credit analyst Stella Kapur.
Although Carteret, New Jersey-based Di Giorgio has a somewhat
protected niche market position in the New York metropolitan area,
its customer base is concentrated.  Excluding The Great Atlantic &
Pacific Tea Co. Inc. -- A&P, which the company lost as a customer
in October 2003, Di Giorgio's five largest customers accounted for
42% of last-12-month net sales as of Sept. 25, 2004.  This
customer concentration, combined with heavy dependence on a single
market, exposes the company to potential revenue losses if a key
customer leaves or if there is an economic downturn in the region.

Di Giorgio has been focusing on replacing the loss of its contract
with A&P.  While the company has made some progress in adding new
customers and expanding its geographic presence in the New England
and greater Philadelphia areas, as well as in the Caribbean,
substantial growth would still be needed to improve credit
measures to historical levels.  In addition, many of Di Giorgio's
current customers are feeling the effects of a more competitive
supermarket industry environment.


DIGITAL LIGHTWAVE: Special Stockholders' Meeting Set for Feb. 10
----------------------------------------------------------------
A Special Meeting of Stockholders of Digital Lightwave, Inc., will
be held at the principal offices of the Company located at 15550
Lightwave Drive, Clearwater, Florida 33760, on February 10, 2005,
at 10:00 a.m., local time, for these purposes:

   (1) to approve amendments to the Company's 2001 Stock Option
       Plan to:  

       (a) increase by 5,000,000 the total number of shares of
           common stock available for issuance under the plan;

       (b) modify the circumstances in which vesting of certain
           options granted under the plan may be accelerated; and

       (c) increase by 500,000, to 750,000, the aggregate number
           shares of common stock for which options may be granted
           to a   single participant per fiscal year under the
           plan.

   (2) to approve the conversion feature of the debt held by Optel
       Capital, LLC and the issuance of common stock upon the
       possible conversion of the debt;

   (3) to approve an amendment to the Company's Amended and
       Restated Certificate of Incorporation, increasing the
       number of authorized shares of common stock of the Company
       to 300,000,000; and  

   (4) to transact other business as may properly come before the
       Meeting or any adjournment or postponement of the Meeting.

Only stockholders of record at the close of business on
December 29, 2004, will be entitled to notice of, and to vote at,
the Meeting and any adjournments thereof.

Based in Clearwater, Florida, Digital Lightwave, Inc., provides
the global communications networking industry with products,
technology and services that enable the efficient development,
deployment and management of high-performance networks.  Digital
Lightwave's customers -- companies that deploy networks, develop
networking equipment, and manage networks -- rely on its offerings
to optimize network performance and ensure service reliability.  
The Company designs, develops and markets a portfolio of portable
and network-based products for installing, maintaining and
monitoring fiber optic circuits and networks.  Network operators
and telecommunications service providers use fiber optics to
provide increased network bandwidth to transmit voice and other
non-voice traffic such as internet, data and multimedia video
transmissions.  The Company provides telecommunications service
providers and equipment manufacturers with product capabilities to
cost-effectively deploy and manage fiber optic networks.  The
Company's product lines include: Network Information Computers,
Network Access Agents, Optical Test Systems, and Optical
Wavelength Managers.  The Company's wholly owned subsidiaries are
Digital Lightwave (UK) Limited, Digital Lightwave Asia Pacific
Pty, Ltd., and Digital Lightwave Latino Americana Ltda.

At September 30, 2004, Digital Lightwave's balance sheet showed a
$22,560,000 stockholders' deficit, compared to a $21,140,000
deficit at December 31, 2003.


THE DORIAN GROUP LTD: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: The Dorian Group, Ltd.
        aka Dorian Recordings
        aka Craig Dory Recordings
        aka On Demand Media Services
        aka Reference Recordings, LLC
        8 Brunswick Road
        Troy, New York 12180

Bankruptcy Case No.: 05-10056

Type of Business: The Debtor produces and releases audiophile-
                  quality recordings of fine classical and
                  acoustic traditional music for nearly 16 years.
                  See http://www.dorian.com/

Chapter 11 Petition Date: January 5, 2005

Court: Northern District of New York (Albany)

Judge:  Robert E. Littlefield Jr.

Debtor's Counsel: Robert J. Rock, Esq.
                  Law Office of Robert J. Rock
                  60 South Swan Street
                  Albany, New York 12210
                  Tel: (518) 463-5700

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $1 Million to $10 Million

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


EL SEGUNDO: S&P Places B+ Rating on Planned $130M Sr. Sec. Debts
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to El Segundo, California-based Wyle Laboratories,
Inc.  At the same time, Standard & Poor's assigned its 'B+'
rating, with a recovery rating of '3', to Wyle's proposed
first-priority senior secured bank facility, which consists of a
$30 million, first-priority senior secured revolving credit line,
and a $100 million, first-priority senior secured term loan.

"The 'B+' rating is the same as the corporate credit rating, and
indicates that first-priority senior secured creditors can expect
meaningful recovery (50%-80%) of principal in the event of
bankruptcy," said Standard & Poor's credit analyst Joshua Davis.   
Standard & Poor's also assigned its 'B-' rating, with a recovery
rating of '5', to Wyle's proposed $50 million, second-priority
senior secured term loan.  Second-priority senior secured
creditors can expect negligible recovery (0%-25%) of principal in
the event of bankruptcy.  The outlook is negative.

The proceeds of the facility are to be used to purchase the assets
of the Aeronautics business of General Dynamics Advanced
information Systems, Inc., a wholly owned subsidiary of General
Dynamics Corp. Based in Lexington Park, Maryland, Aeronautics is a
provider of aeronautical research, development, test and
evaluation services, and solutions to the Department of Defense
and international militaries.

Wyle is a leading supplier of test, engineering, technical
services, and life science solutions and services to Federal
government agencies, including the Department of Defense and the
National Aeronautics and Space Administration -- NASA, and prime
contractors to the Federal government.  The company is estimated
to have generated revenues of approximately $217 million in the
year ended Dec. 31, 2004.

The ratings reflect modest profitability inherent in the
government services business, reliance on budgets of key Federal
government agencies, and high financial leverage, on a pro forma
basis.  These factors partly are offset by:

   (1) a strong niche position providing technical support;

   (2) test and evaluation services;

   (3) a broader and deeper business profile resulting from the
       acquisition; and

   (4) a predictable revenue stream based on contractual backlogs
       of business.

Wyle's business profile is supported by expertise in aerospace
test and engineering services, and longstanding contractual
relationships with key government agencies.


ENRON CORP: Wants Court to Establish Unsecured Claims Reserve
-------------------------------------------------------------
Enron Corp. and its affiliated Reorganized Debtor entities
estimate that pursuant to their confirmed Chapter 11 Plan, more
than $12 billion in value will be distributed to over 10,000
creditors.

Over 25,000 claims were filed against the Debtors.  Brian S.
Rosen, Esq., at Weil, Gotshal & Manges LLP, in New York, relates
that the claims were filed by or on behalf of most of the major
institutional investors in the United States, trade creditors,
energy traders, former employees, and other creditor and equity
constituencies.  The Debtors have worked diligently to review and
reconcile each of the claims.

Of the claims filed in the Debtors' cases, around 9,000 disputed
claims remain to be resolved through litigation or compromise
with about 4,000 claims that are unliquidated in whole or in
part.  The vast majority of the Disputed Claims are filed as
unsecured or, if filed as secured, priority or administrative,
are the subject of pending motions seeking to:

    -- reclassify the claims as unsecured;

    -- subordinate the claims; or

    -- expunge the claims in their entirety.

Consistent with the terms of the Plan, after its effectivity,
distributions were immediately made on allowed, secured,
priority, administrative and convenience class claims.  Also
pursuant to the Plan, distributions will not be made on account
of allowed unsecured claims until appropriate reserve methodology
has been approved by the Court and implemented.  The Debtors
anticipate that the first distributions on Allowed Unsecured
Claims will be in April 2005.

To facilitate making distributions on Allowed General Unsecured
Claims, the Reorganized Debtors seek the Court's authority to
establish an unsecured claims reserve pursuant to their proposed
reserve methodology.

                    Proposed Reserve Methodology

Given the volume of remaining disputed, liquidated and
unliquidated claims in their cases, the Reorganized Debtors
developed a reserve methodology intended to strike a balance
between:

    (a) enabling the Reorganized Debtors to make meaningful
        distributions to holders of Allowed General Unsecured
        Claims as early as April 2005; and

    (b) not jeopardizing the recovery of holders of Disputed
        Claims in the event that their claims are subsequently
        allowed.

Mr. Rosen says that the Reserve Methodology uses the approach
approved in the Plan for liquidated claims and a conservative
approach for unliquidated claims in determining a reserve amount
for General Unsecured Claims, with the reserve serving as the
denominator for calculation of distributions under the Plan.

The Reserve Methodology is comprised of a four-step calculation:

    (1) determination of a reserve for allowed and disputed
        liquidated General Unsecured Claims;

    (2) determination of a reserve for unliquidated General
        Unsecured Claims;

    (3) determination of the sum of the Liquidated Reserve and the
        Unliquidated Reserve -- Unadjusted GUC Reserve; and

    (4) imposition of a minimum and a maximum threshold on the
        Unadjusted GUC Reserve -- Adjusted GUC Reserve.

For purposes of applying the Reserve Methodology to calculate
April 2005 distributions, the amounts available for distribution
will be determined using the net proceeds from the liquidation of
assets to the extent that the proceeds have been realized by the
Reorganized Debtors when the data is finalized for purposes of
running that certain customized distribution model.

                         Liquidated Reserve

Around 8,000 liquidated and partially liquidated claims treated
as unsecured -- Disputed Liquidated Claims -- that aggregates
$70 billion remain unresolved.  Excluding Intercompany Claims
between Debtors, there are also about 10,000 allowed unsecured
claims and estimated claims aggregating $35 billion -- Determined
Claims.

For purposes of determining the "Liquidated Reserve" component
for the Stand Alone Recovery, the Liquidated Reserve for each
Reorganized Debtor can be expressed in this formula:

    Disputed                 Determined        Liquidated
    Liquidated Claims    +   Claims      =     Reserve

Similarly, for purposes of determining the "Liquidated Reserve"
component for the Sub/Con Recovery, the formula for the
Liquidated Reserve will be:

    Disputed                 Determined        Liquidated
    Liquidated Claims    +   Claims      =     Reserve

The Liquidated Reserve will therefore account for all liquidated
amounts asserted against the Reorganized Debtors, which could
become Allowed General Unsecured Claims against them.

                        Unliquidated Reserve

Absent liquidation of all unliquidated Claims, there is no
scientific means of quantifying the amount of the Reorganized
Debtors' exposure on the claims on a claim-by-claim basis.  On
the other hand, if required to liquidate all the claims by
agreement, estimation, or litigation, before making any
distributions on Allowed General Unsecured Claims, then the
distributions would be substantially delayed.  Accordingly, the
Reorganized Debtors propose a means to amply protect the holders
of Unliquidated and Disputed Claims, but still allow for
distributions to commence to the holders of Allowed General
Unsecured Claims.

The proposed "Unliquidated Reserve" is calculated using three
variables for each Reorganized Debtor:

    (a) Whether an unliquidated claim has been filed asserting
        claims arising from the Debtors' West Coast power
        operations and remains unresolved against the Debtors --
        WCP Claims;

    (b) Excluding the WCP Claims, the number of unliquidated
        claims remaining against each Reorganized Debtor; and

    (c) The aggregate amount of third-party claims against a
        Reorganized Debtor as reflected on Appendix C-I to the
        Disclosure Statement -- C-I Third Party Claim Estimates--
        for the Stand Alone Recovery or Appendix C-II to the
        Disclosure Statement -- C-II Third Party Claim
        Estimates -- for the Sub/Con Recovery.

Each of the three variables factors into the calculation of the
Unliquidated Reserve by adding $3 billion to the reserve if there
are any WCP Claims against the applicable Debtor and by then
taking the greatest of:

    -- the number of unliquidated Claims, excluding WCP Claims,
       against a Reorganized Debtor times $5 million;

    -- the C-I or C-II, as applicable, Third Party Claim
       Estimates; and

    -- $50 million.

The formula for the Unliquidated Reserve will therefore be:

              Greatest of:

                 (i) $5 million x number of unliquidated
                     claims excluding WCP Claims;

                (ii) as applicable, C-I or C-II Third-Party
                     Claim Estimates; and

               (iii) $50 million

                                  +

                          if any WCP Claims,
                         then add $3 billion

                       = Unliquidated Reserve

                           Reserve Formula

The Unadjusted GUC Reserve essentially represents a sum of the
Liquidated and Unliquidated Reserves:

    (if applicable)    (if applicable)     Unadjusted
    Liquidated      +  Unliquidated    =   GUC
    Reserve            Reserve             Reserve

For the Stand Alone Recovery, the Liquidated Reserve and the
Unliquidated Reserve for the respective Debtor is used.  For the
Sub/Con Recovery, the Liquidated Reserve and the Unliquidated
Reserve for the consolidated Debtors is used.

Once the Unadjusted GUC Reserve has been determined, to the
extent that it includes an Unliquidated Reserve component, it is
then subject to adjustment in accordance with the minimum and
maximum thresholds.  The minimum threshold provides that the
Adjusted GUC Reserve will not be less than the sum of:

    (a) as applicable, C-I or C-II Third Party Claim Estimates;

    (b) the non-Debtor affiliate claims estimated for the Stand
        Alone Recovery or the Sub/Con Recovery in the Disclosure
        Statement; and

    (c) the greater of $50 million and the number of unliquidated
        claims, excluding WCP Claims, against the Reorganized
        Debtor times $5 million.

The formula can be expressed in this manner:

              Greater of:

                 (i) $50 million; and

                (ii) $5 million x number of unliquidated
                     claims excluding WCP Claims

                                +

                            as applicable,
                      C-I or C-II Third-Party
                          Claim Estimates

                                 +

                        Non-Debtor Estimates

                 = Minimum for Adjusted GUC Reserve

The maximum threshold provides that, if the Unadjusted GUC
Reserve is greater than $25 billion, then the Adjusted GUC
Reserve will be limited to the sum of two times:

    (a) as applicable, C-I or C-II Third Party Claim Estimates;
        and

    (b) the Non-Debtor Estimates.

The maximum threshold can be expressed in this formula:

              (C-I or C-II Third Party Claim Estimates
                      + Non-Debtor Estimates)

                               x 2

                 = Maximum for Adjusted GUC Reserve
                      Subsequent Distributions

As Disputed Unliquidated Claims are resolved in their cases, the
Reorganized Debtors reserve the right to seek modifications to
their proposed Reserve Methodology.

                         Distribution Model

Given the magnitude of claims against the Debtors and the
complexity of the Debtors' prepetition ownership structure, a
complex computer program was required to maintain the requisite
data regarding assets, liabilities, and value allocation, and to
provide a means for calculating distributions or recoveries under
the Plan.  According to Mr. Rosen, the Distribution Model is a
complex and customized software program.  The Distribution Model
reflects the assets and liabilities of each Debtor for
distribution purposes.

Based on the Debtors' books, records and good-faith estimates of
unliquidated liabilities and asset values, the Distribution Model
was used to generate the summaries included in the Debtors'
Disclosure Statement entitled "Estimated Assets, Claims and
Distributions."

To commence distributions in April 2005 for all Reorganized
Debtors with allowed claims, the Reserve Methodology must be
approved no later than January 2005 to allow sufficient time for
integration of the reserve methodology into the Distribution
Model for calculating distributions on Allowed Unsecured Claims.

                  Reserve Methodology is Necessary

The Reserve Methodology, Mr. Rosen asserts, was designed
conservatively to balance the need to make meaningful
distributions to holders of Allowed General Unsecured Claims
while ensuring that ample funds are available for the benefit of
holders of Disputed Claims, to the extent their claims are
allowed in the future.  Without any reserve methodology, the
Reorganized Debtors would be unable to make distributions to
holders of Allowed General Unsecured Claims at this time.  The
Reserve Methodology is therefore necessary and appropriate to
facilitate distributions under the Plan and must be approved.

Headquartered in Houston, Texas, Enron Corporation is in the midst
of restructuring various businesses for distribution as ongoing
companies to its creditors and liquidating its remaining
operations.  Before the company agreed to be acquired, controversy
over accounting procedures had caused Enron's stock price and
credit rating to drop sharply.

Enron filed for chapter 11 protection on December 2, 2001 (Bankr.
S.D.N.Y. Case No. 01-16033).  Judge Gonzalez confirmed the
Company's Modified Fifth Amended Plan on July 15, 2004, and
numerous appeals followed.  Martin J. Bienenstock, Esq., and Brian
S. Rosen, Esq., at Weil, Gotshal & Manges, LLP, represent the
Debtors in their restructuring efforts.


FAIRPOINT COMMS: Launching Tender Offers & Soliciting Consents
--------------------------------------------------------------
FairPoint Communications, Inc., commenced concurrent cash tender
offers for all of its outstanding:

   -- 9-1/2% Senior Subordinated Notes Due 2008;
   -- Floating Rate Callable Securities Due 2008;
   -- 12-1/2% Senior Subordinated Notes Due 2010; and
   -- 11-7/8% Senior Notes Due 2010.

In conjunction with the tender offers, FairPoint is soliciting
consents from holders of the Notes to effect certain proposed
amendments to the indentures governing such Notes.  The tender
offers and consent solicitations are being made pursuant to:

     (i) an Offer to Purchase and Consent Solicitation Statement,
         dated as of January 5, 2005, for the 2008 Notes;

    (ii) a Consent and Letter of Transmittal, dated as of Jan. 5,
         2005, for the 2008 Notes;

   (iii) an Offer to Purchase and Consent Solicitation Statement,
         dated as of January 5, 2005, for the 12-1/2% Notes and
         the 11-7/8% Notes; and

    (iv) a Consent and Letter of Transmittal, dated as of Jan. 5,
         2005, for the 12-1/2% Notes and the 11-7/8% Notes.

The tender offers and consent solicitations will expire at 5:00
p.m., New York City time, on February 3, 2005, unless one or more
of such tender offers and consent solicitations are extended.

The purchase price for the 2008 Notes that are validly tendered
and accepted for payment on or prior to the Expiration Date will
be equal to $1,015.42 per $1,000 principal amount of 9-1/2% Notes
and $982.50 per $1,000 principal amount of Floating Rate Notes,
plus any accrued and unpaid interest on the 2008 Notes up to, but
not including, the payment date for such notes.

The purchase price to be paid for each $1,000 in principal amount
of the 12-1/2% Notes validly tendered will be:

     (i) the present value on the settlement date for such Notes
         of $1,062.50 per $1,000 principal amount of the 12-1/2%
         Notes (the amount payable on the first optional
         redemption date of the 12-1/2% Notes) and all scheduled
         interest payments on the 12-1/2% Notes from the
         settlement date to May 1, 2005, discounted at a rate
         equal to the sum of:

           (x) the yield on the 1.625% U.S. Treasury Note due
               April 30, 2005 and

           (y) a fixed spread of 50 basis points, minus accrued
               and unpaid interest up to, but not including, the
               settlement date, minus

    (ii) an amount equal to the consent payment.

Also, accrued and unpaid interest will be paid on the tendered
12-1/2% Notes up to, but not including, the settlement date for
such notes.

The purchase price to be paid for each $1,000 in principal amount
of the 11-7/8% Notes validly tendered will be:

     (i) the sum of:

           (a) 35% of $1,118.75 per $1,000 principal amount of the
               11-7/8% Notes (which is the equity claw-back amount
               for the 11-7/8% Notes under the indenture governing
               such Notes) plus

           (b) 65% of the present value on the settlement date for
               such Notes of $1,059.38 per $1,000 principal amount
               of the 11-7/8% Notes (the amount payable on the
               first optional redemption date of the 11-7/8%
               Notes) and all scheduled interest payments on the
               11-7/8% Notes from the settlement date to March 1,
               2007, discounted at a rate equal to the sum of:

                (x) the yield on the 2.25% U.S. Treasury Note due
                    February 15, 2007 and
   
                (y) a fixed spread of 50 basis points, minus
                    accrued and unpaid interest up to, but not
                    including, the settlement date, minus

       (ii) an amount equal to the consent payment. In addition,
            accrued and unpaid interest will be paid on the
            tendered 11-7/8% Notes up to, but not including, the
            settlement date for such notes.

In addition to the prices above, a consent payment of $20.00 will
be paid for each $1,000 in principal amount of the Notes to
holders who tender their Notes and provide their consents to the
proposed amendments to the indentures governing the Notes prior to
the consent payment deadline of 5:00 p.m., New York City time, on
January 20, 2005, unless extended.  Holders of Notes tendered
after the Consent Payment Deadline will not receive a consent
payment.  Notes tendered and consents delivered may not be
withdrawn or revoked after 5:00 p.m., New York City time, on
January 20, 2005, unless such time or date has been extended.

Among other things, the proposed amendments to the indentures
governing the Notes would eliminate most of the indentures'
principal restrictive covenants and would amend certain other
provisions contained in the indentures.  Adoption of the proposed
amendments requires the consent of the holders of at least a
majority of the aggregate principal amount of the 12-1/2% Notes
outstanding, a majority of the aggregate principal amount of the
11-7/8% Notes outstanding and a majority of the aggregate
principal amount of the 2008 Notes outstanding (voting as a single
class).  Holders who tender their Notes will be required to
consent to the proposed amendments and holders may not deliver
consents to the proposed amendments without tendering their Notes
in the tender offers.  Tendered Notes may be withdrawn and
consents may be revoked at any time prior to the Withdrawal
Deadline, but not thereafter.

The tender offers are subject to several conditions, including,
among other things:

   -- FairPoint's completion of its proposed initial public
      offering of its common stock and obtaining a new senior
      secured credit facility;

   -- a minimum tender condition; and

   -- a requisite consents and execution of the supplemental
      indentures condition.

FairPoint expects to complete the initial public offering of its
common stock and obtain a new senior secured credit facility on or
prior to the Expiration Date of the tender offers.  FairPoint may
amend, extend or terminate one or more of the tender offers and
consent solicitations in its sole discretion.

This press release is neither an offer to purchase nor a
solicitation of an offer to sell the Notes.  The offer and consent
solicitation is being made pursuant to each Offer to Purchase and
Consent Solicitation Statement and related materials, copies of
which will be delivered to all noteholders.  Persons with
questions regarding the offer and the consent solicitation should
contact the Dealer Manager and Solicitation Agent:

         Banc of America Securities LLC
         Tel. No.: (888) 292-0070 or (212) 847-5834

            -- or --

         Global Bondholder Services Corporation
         Information Agent
         Tel. No.: (212) 430-3774

                       About the Company

FairPoint is one of the leading providers of telecommunications
services in rural communities across the country. Incorporated in
1991, FairPoint's mission is to operate and acquire
telecommunications companies that set the standard of excellence
for the delivery of service to rural communities. Today, FairPoint
owns and operates 26 rural local exchange companies located in 17
states. FairPoint serves customers with approximately 272,691
access line equivalents (including voice access lines and digital
subscriber lines) and offers an array of services including local
voice, long distance, data, Internet and broadband product
offerings.

                         *     *     *

As reported in the Troubled Company Reporter on June 8, 2004,
Standard & Poor's Ratings Services said that it affirmed the 'B+'
corporate credit rating and other ratings of Charlotte,
North Carolina-based incumbent rural local exchange carrier
FairPoint Communications, Inc.  The ratings have also been removed
from CreditWatch, where they were placed May 5, 2004.  The
CreditWatch listing reflected concerns that the company's proposed
offering of $750 million in income deposit securities, along with
the anticipated high common dividend payout associated with these
issues, would reduce the company's financial flexibility.

The outlook is negative.

Standard & Poor's has assigned a 'CCC+' rating to the company's
proposed senior subordinated notes due 2019, a major portion of
which would be issued under the IDS structure and a small portion
outside.  Although the specific mix of debt and equity to be
issued under the IDS has yet to be determined, the final amount of
the senior subordinated notes will not affect FairPoint's
corporate credit rating, nor the rating on these notes.

Proceeds from a proposed $450 million secured bank credit
facility, from the subordinated notes, and from the common equity
component of the IDS will be used to refinance essentially all of
FairPoint's existing debt and redeem the company's series A
preferred stock.  FairPoint had total debt of about $920 million,
which includes about $101 million of preferred shares subject to
mandatory redemption, at March 31, 2004. Given that the IDS
offering will likely contain a significant common equity
component, total debt is expected to be lower after the
refinancing.

"While the issuance of the income deposit securities would
incrementally weaken FairPoint's financial risk profile, the
magnitude is not sufficient to warrant a downgrade," said Standard
& Poor's credit analyst Michael Tsao.  "However, the reduced
financial flexibility underpins the negative outlook."


FREEDOM MEDICAL: Wants Permission to Use Lenders' Cash Collateral
-----------------------------------------------------------------
Freedom Medical, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania for authority to use the cash
collateral securing repayment of amounts owed to Wachovia Bank,
National Association, and certain consignors and distributors.

The Debtor owes Wachovia in excess of $21 million.

The Debtor requires the use of the cash collateral to pay present
operating expenses and pay vendors to ensure a continued supply of
goods and services essential to the Debtor's ongoing viability.

The Debtor's use of the cash collateral will be governed by a
proposed budget, which has not yet been submitted by the Debtor.

Freedom Medical believes that the creditors are adequately
protected for any diminution on the value of the cash collateral
that the Debtor uses because those expenditures will preserve the
going concern value of the 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 more than $50 million.


HARVEST ENERGY: Increases Exchangeable Share Ratio to 1.07345
-------------------------------------------------------------
Harvest Energy Trust (TSX:HTE.UN) reported an increase to the
Exchange Ratio of the Exchangeable Shares of Harvest Energy Trust
from 1.06466 to 1.07345.  This increase will be effective on
January 17, 2005.

As part of the Plan of Arrangement with Storm Energy, which closed
on June 30, 2004, Harvest issued Exchangeable Shares, which are
exchangeable into trust units at a ratio that adjusts each month.
The Exchangeable Shares are not publicly traded.  However, holders
of Harvest Exchangeable Shares can exchange all or a portion of
their holdings at any time by giving notice to their investment
advisor or Valiant Trust Company at its principal transfer office
at 310, 606 - 4th Street SW, Calgary, AB, T2P 1T1 (telephone:
403-233-2801).

Harvest Energy Trust -- http://www.harvestenergy.ca/-- is a  
Calgary-based energy trust actively managed to deliver stable
monthly cash distributions to its Unitholders through its strategy
of acquiring, enhancing and producing crude oil, natural gas and
natural gas liquids. Harvest trust units are traded on the Toronto
Stock Exchange under the symbol "HTE.UN".

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2004,
Standard & Poor's Ratings Services assigned its 'B+' long-term
corporate credit rating to Calgary, Alberta-based Harvest Energy
Trust and its 'B-' senior unsecured debt rating to the proposed
$200 million seven-year bond to be issued by Harvest Operations
Corporation, a wholly owned subsidiary of Harvest Energy Trust.
The debt is fully guaranteed by the trust and all its wholly owned
subsidiaries.


IMC GLOBAL: Completes Solicitation on Public Debt Securities
------------------------------------------------------------
The Mosaic Company (NYSE: MOS) said Mosaic Global Holdings Inc.,
formerly IMC Global Inc., and Phosphate Acquisition Partners L.P.,
the successor to Phosphate Resource Partners Limited Partnership,
both wholly owned subsidiaries of Mosaic, have received and
accepted the required consents from the holders of all series of
their outstanding public debt securities pursuant to the
previously announced solicitation of consents.

IMC and PLP have executed supplemental indentures with respect to
each series of the Securities and the proposed amendments to the
terms of each series of the Securities have become operative.  
Also, Mosaic and two of its subsidiaries have issued certain
guarantees to all holders of each series of the Securities.  IMC
has also deposited with the Information Agent for the consent
solicitation the applicable consent fees relating to consents
received from the holders of its 10.875% Senior Notes due 2008,
11.250% Senior Notes due 2011 and 10.875% Senior Notes due 2013.

Goldman, Sachs & Co. acted as the Solicitation Agent and
Bondholder Communications Group acted as the Information Agent for
the consent solicitation.

                    About The Mosaic Company

The Mosaic Company is one of the world's leading producers and
marketers of concentrated phosphate and potash crop nutrients. For
the global agriculture industry, Mosaic is a single source for
phosphates, potash, nitrogen fertilizers and feed ingredients.
More information on the company is available at
http://www.mosaicco.com/

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 18, 2004, the
ratings of IMC Global Inc. (B1 senior implied) and Phosphate
Resource Partners (Caa1 senior unsecured) remain on review for
possible upgrade.  The review was prompted by the announcement in
January of 2004 that IMC and Cargill Crop Nutrition, a wholly
owned business unit of Cargill, Incorporated (A2 senior unsecured,
stable outlook) had reached an agreement to merge.  The combined
company, to be called The Mosaic Company, will remain a public
entity, owned approximately 66.5% by Cargill and 33.5% by existing
IMC shareholders.

As reported in the Troubled Company Reporter on Oct. 4, 2004,
Fitch Ratings assigned prospective credit ratings to debt at IMC
Global, Inc., and The Mosaic Company.  IMC Global's ratings are
currently on Rating Watch Positive pending the completion of the
merger with Cargill Crop Nutrition.

On a prospective basis, IMC's public debt would be upgraded:

   -- Senior unsecured debt (without subsidiary guarantees) to
      'BB-' from 'B';

   -- Senior unsecured debt (with subsidiary guarantees) to
      'BB' from 'B+';

   -- Senior secured bonds (related to Phosphate Resource
      Partners LP) to 'BB-' from 'B';

   -- Mandatory convertible preferred securities to 'B' from
      'CCC+'.


INNSUITES HOSPITALITY: Trustees Name Mason Anderson to Board
------------------------------------------------------------
InnSuites Hospitality Trust's Board of Trustees appointed Mason
Anderson to the Board.  Mr. Anderson will also serve on the Audit,
Compensation, Governance and Nominating, and Executive Committees
of the Board.  Mr. Anderson is an "independent" Trustee, as
defined by Securities and Exchange Commission rules and American
Stock Exchange listing standards.  

Mr. Anderson is self-employed as a private investor, including as
an investor in real estate in the southwestern United States, and
owns 218,606 Shares of Beneficial Interest in the Trust (or
approximately 9.3% of the Trust's outstanding Shares).  The
appointment of Mr. Anderson to the Board of Trustees and the Audit
Committee will return the Trust to compliance with the American
Stock Exchange's audit committee requirements.

The Board of Trustees approved the implementation of all of the
proposals approved by the shareholders at the Trust's annual
meeting held on December 10, 2004, and described in the Trust's
Proxy Statement relating to that meeting.  The proposals, which
are intended to return the Trust to compliance with the American
Stock Exchange's continued listing standards, are:

   A. the issuance of Shares of Beneficial Interest of the Trust
      in exchange for the cancellation of indebtedness owed by the
      Trust to RRF Limited Partnership;

   B. the issuance of Shares of Beneficial Interest of the Trust
      in consideration of the Trust's acquisition of all general
      partner interests of Yuma Hospitality Properties, Ltd. which
      are currently held by RRF Limited Partnership;

   C. the issuance of Shares of Beneficial Interest of the Trust
      in exchange for the cancellation of indebtedness owed by the
      Trust to certain affiliates of James Wirth, the Trust's
      President and CEO; and

   D. the issuance of Shares of Beneficial Interest of the Trust
      upon the conversion of Class B limited partnership units in
      RRF Limited Partnership into Shares of Beneficial Interest
      by James Wirth and certain of his affiliates.

The Trust expects to implement the proposals on or about Jan. 31,
2005, its fiscal year end.

The Board of Trustees also approved the payment of a cash dividend
of $0.01 per share payable on January 31, 2005 to shareholders of
record on January 18, 2005.  The Trust has paid dividends in each
of the last 35 fiscal years.

InnSuites Hospitality Trust is a mid-market studio and two-room
suite hospitality real estate investment trust with 8 moderate
service and full service hotels containing 1,243 hotel suites
located in Arizona, New Mexico and Southern California.  For
investor information, visit http://www.innsuitestrust.com/

At July 31, 2004, InnSuites Hospitality's balance sheet showed a
$155,232 stockholders' deficit, compared to a $1,573,599 deficit
at Jan. 31, 2004.


INTEGRATED HEALTH: Reschedules Reserve Hearing Date to Feb. 23
--------------------------------------------------------------
On October 6, 2004, the United States Bankruptcy Court for the
District of Delaware entered a consent order, which established
certain deadlines and authorized expedited discovery in connection
with C. Taylor Pickett and Daniel J. Booth's request to establish
Indemnification Obligation and Reserve with respect to their
administrative claims against the Integrated Health Services,
Inc., and its debtor-affiliates.

The Consent Order provides that the hearing on Messrs. Pickett and
Booth's request is to be held on January 11, 2005, at 9:30 a.m.

In a Court-approved stipulation, IHS Liquidating and Messrs.
Pickett and Booth have engaged in good-faith negotiations and have
agreed to reschedule the Reserve Request Hearing Date to
February 23, 2005, at 2:00 p.m.  In addition, the Reserve Request
Reply Deadline is also rescheduled to 4:00 p.m. on Feb. 9, 2005.

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


INT'L FABRICATORS: Taps Evans & Mullinix as Bankruptcy Counsel
--------------------------------------------------------------
International Fabricators & Erectors, Inc., asks the U.S.
Bankruptcy Court for the Western District of Missouri for
permission to employ Evans & Mullinix, P.A., as its general
bankruptcy counsel.

Evans & Mullinix is expected to:

   a) assist the Debtor in the analysis of its financial situation
      and render legal advise to the Debtor in relation to the
      chapter 11 case;

   b) assist the Debtor in the preparation and filing of any
      Petitions, Schedules, Statement of Financial Affairs and
      proposed Plan of Reorganization;

   c) represent the Debtor at the meeting of creditors and any
      confirmation hearings and any other hearings related to its
      chapter 11 case;

   d) provide all other legal services to the Debtor that are
      appropriate and necessary in its chapter 11 case.

Thomas M. Mullinix, Esq., and Joanne B. Stutz, Esq., are the lead
attorneys for the Debtor's restructuring.  Mr. Mullinix discloses
the Firm received a $4,320.75 retainer.  For their services,
Mr. Mullinix will bill the Debtor $250 per hour, while Ms. Stutz
will charge at $235 per hour.

Mr. Mullinix adds that Paralegals who will perform services to the
Debtor will charge at $65 per hour.

Headquartered in Kansas City, Missouri, International Fabricators
& Erectors, Inc., manufactures fabricated metal products.  The
Company filed for chapter 11 protection on December 29, 2004
(Bankr. W.D. Mo. Case No. 04-47993).  When the Debtor filed for
protection from its creditors, it listed total assets of
$6,152,005 and total debts of $6,334,382.


INT'L FABRICATORS: Section 341(a) Meeting Slated for Feb. 2
-----------------------------------------------------------
The United States Trustee for Region 13 will convene a meeting of
International Fabricators & Erectors, Inc.'s creditors at
2:00 p.m., on February 2, 2005, at the U.S. Courthouse, Room
2110A, 400 E. 9th Street, Kansas City, Missouri.  This is the
first meeting of creditors required under 11 U.S.C. Sec. 341(a) in
all bankruptcy cases.

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

Headquartered in Kansas City, Missouri, International Fabricators
& Erectors, Inc., manufactures fabricated metal products.  The
Company filed for chapter 11 protection on December 29, 2004
(Bankr. W.D. Mo. Case No. 04-47993).  Joanne B. Stutz, Esq., at
Evans & Mullinix, P.A., represents the Debtor's restructuring.  
When the Debtor filed for protection from its creditors, it listed
total assets of $6,152,005 and total debts of $6,334,382.


INTRAWEST CORP: Inks Partnership Agreement with Points.com
----------------------------------------------------------
Points International Ltd. (TSX: PTS, OTC: PTSEF), owner and
operator of Points.com, disclosed an agreement with Intrawest
Corporation (NYSE: IDR, TSX: ITW), the leading developer and
operator of village-centered destination resorts across North
America.

The agreement with Intrawest will provide Points.com's members
with the ability to exchange the miles and points from their
favorite loyalty programs for gift certificates that can be used
at many Intrawest owned and operated ski or golf resorts.  This
agreement also gives Points.com the ability to reach Intrawest's
members through resort publications and other communication
channels.

"Intrawest Corporation is a well recognized and respected brand
and represents a new and exciting opportunity for us to add
breadth to the Points.com business," said Rob MacLean, CEO of
Points International Ltd.  "With ski and golf resort destinations
throughout North America, Intrawest provides both American and
Canadian Points.com members with a unique redemption opportunity
for their loyalty program points and miles."
    
                  About Points International Ltd.

Points International Ltd. is the owner and operator of Points.com,
the world's leading reward program management portal. At
Points.com consumers can exchange points and miles between reward
programs so that they can Get More Rewards, Faster(TM).  
Points.com has attracted over 40 of the world's leading reward
programs including Delta SkyMiles(R), eBay Anything Points,
American Airlines AAdvantage(R) program, S&H greenpoints, Asia
Miles(R), and Priority Club(R) Rewards.
    
                  About Intrawest Corporation

Intrawest Corporation 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 percent 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.  For
more information, visit http://www.intrawest.com/

                         *     *     *

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.


IWO HOLDINGS: Hires Weil Gotshal as Bankruptcy Counsel
------------------------------------------------------
IWO Holdings, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
retain Weil, Gotshal & Manges LLP as its general bankruptcy
counsel.

Weil Gotshal has worked for the Debtors since July 2003 in
representing and advising them in the restructuring of their
financial obligations and in the preparation for the commencement
of their chapter 11 cases.

Weil Gotshal is expected to:

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

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

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

      (iii) the negotiation of disputes in the which the Debtors
            are involved, and

       (iv) the preparation of objections to claims filed against
            the Debtors;

   b) prepare on behalf of the Debtors, all necessary motions,
      applications, answers, orders, reports, and other papers in
      connection with the Debtors' estates and serve those papers
      to the Debtors' creditors;

   c) provide legal services to the Debtors in connection with
      the confirmation of their proposed plan of reorganization;
      and

   d) provide all other necessary legal services to the Debtors in
      connection with the prosecution of their chapter 11 cases.

Jeffrey L. Tanenbaum, Esq., a Member at Weil Gotshal, is the lead
attorney for the Debtors.  Mr. Tanenbaum discloses that the Firm
received a $500,000 postpetition retainer.

Mr. Tanenbaum reports Weil Gotshal's professionals bill:

       Designation            Hourly Rate
       -----------            -----------
       Counsel/Members        $550 - 775
       Associates              260 - 495
       Paraprofessionals       130 - 240

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

Headquartered in Lake Charles, Louisiana, IWO Holdings, Inc., --
http://iwocorp.com/-- through its Independent Wireless One  
Corporation subsidiary, is a PCS affiliate of Sprint PCS.  IWO
Holdings provides mobile digital wireless personal communications
services, or PCS, under the Sprint and Sprint PCS brand names in
upstate New York, New Hampshire (other than Nashua market),
Vermont and portions of Massachusetts and Pennsylvania.  The
Debtors filed for chapter 11 protection on January 4, 2005 (Bankr.
D. Del. Case Nos. 05-10009 to 05-10011).  When the Debtors sought
bankruptcy protection, they reported assets amounting to
$246,921,000 and debts amounting to $413,275,000.


IWO HOLDINGS: Confirmation Hearing Scheduled for February 9
-----------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy District of
Delaware will convene a hearing at 1:30 p.m., on February 9, 2005,
to consider the adequacy of the proposed Disclosure Statement
filed by IWO Holdings, Inc., and its debtor-affiliates and the
confirmation of the their proposed prepackaged Joint Plan of
Reorganization.

The Debtors filed their Disclosure Statement and Joint Plan on
January 4, 2005.

As reported in the Troubled Company Reporter on January 5, 2005,
pursuant to the proposed Chapter 11 plan:

    (i) IWO will repay in full its outstanding senior credit
        agreement debt in the aggregate principal amount of
        $215,000,000;

   (ii) its outstanding Senior Notes in the aggregate principal
        amount of $160,000,000 will be exchanged for all of the
        new common stock of IWO;

  (iii) all other general unsecured claims will be unimpaired and
        paid in full; and

   (iv) the existing common stock of IWO, all of which is owned
        by US Unwired Inc., will be cancelled.

IWO has entered into a lock-up agreement with holders of
approximately 68% of the outstanding principal amount of its
Senior Notes pursuant to which they have agreed to vote in support
of the Chapter 11 plan.  In connection with the Chapter 11 plan, a
newly formed corporation which will be merged into IWO upon
consummation of the Plan anticipates issuing $225,000,000 in
aggregate proceeds of new notes.  The proceeds of such new notes
would be used primarily to repay IWO's senior credit agreement
debt.  If IWO receives the requisite votes from the holders of its
Senior Notes, it intends to effectuate the proposed pre-packaged
Chapter 11 plan of reorganization pursuant to a filing under the
Bankruptcy Code in late December 2004 or early January 2005.

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

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

Confirmation objections to the Disclosure Statement and Joint
Plan, if any, must be filed and served by February 3, 2005.

Headquartered in Lake Charles, Louisiana, IWO Holdings, Inc., --
http://iwocorp.com/-- through its Independent Wireless One  
Corporation subsidiary, is a PCS affiliate of Sprint PCS.  IWO
Holdings provides mobile digital wireless personal communications
services, or PCS, under the Sprint and Sprint PCS brand names in
upstate New York, New Hampshire (other than Nashua market),
Vermont and portions of Massachusetts and Pennsylvania.  The
Debtors filed for chapter 11 protection on January 4, 2005 (Bankr.
D. Del. Case Nos. 05-10009 to 05-10011).  Jeffrey L. Tanenbaum,
Esq., at Weil Gotshal & Manges LLP, and Mark D. Collins, Esq., at
Richards Layton & Finger represent the Debtors.  When the Debtors
sought bankruptcy protection, they reported assets amounting to
$246,921,000 and debts amounting to $413,275,000.


J. J. H. MAGUIRE INC: Court Formally Dismisses Chapter 11 Case
--------------------------------------------------------------
The Honorable Raymond T. Lyons Jr. of the U.S. Bankruptcy Court
for the District of New Jersey ordered the dismissal of the
chapter 11 proceedings of J. J. H. Maguire, Inc.

The case was dismissed on Dec. 30, 2004, because JJH Maguire
failed to submit its:

   (1) Summary of Schedules
   (2) Statement of Financial Affairs
   (3) Disclosure of Attorney Compensation
   (4) Corporate Resolution
   (5) 20 Largest Unsecured Creditors, and
   (6) List of Equity Security Holders

The deadline for filing these documents was Dec. 22, 2004.  JJH
Maguire did not file a motion to extend the deadline for filing
these schedules.

Headquartered in Trenton, New Jersey, J. J. H. Maguire, Inc.,
filed for chapter 11 protection on December 7, 2004 (Bankr. D.
N.J. Case No. 04-48435).  Stephen Dicht, Esq., at Stephen P. Dicht
& Associates, P.C., represents the debtor.  When the Debtor filed
for protection from its creditors, it estimated assets of more
than $1 million and debts of less than $1 million.


KAISER ALUMINUM: 17 Parties Object to Disclosure Statement
----------------------------------------------------------
At least 17 entities filed objections to the Disclosure
Statements on the Liquidation Plans of Alpart Jamaica, Inc., and
Kaiser Jamaica Corporation, and Kaiser Alumina Australia
Corporation and Kaiser Finance Corporation:

     * Law Debenture Trust Company of New York;

     * Martin J. Murphy, the legal representative for future
       asbestos claimants;

     * The Official Committee of Asbestos Claimants;

     * Bear, Steams & Co., Inc., Citadel Equity Fund Ltd., and
       Citadel Credit Trading Ltd.;

     * Anne M. Ferazzi, as the legal representative for the
       future silica claimants;

     * The Liverpool Limited Partnership;

     * Certain insurance companies, which include:

       (a) Columbia Casualty Insurance Company, Transcontinental
           Insurance Company, Harbor Insurance Company, and
           Continental Insurance Company;

       (b) Affiliated FM Insurance Company;

       (c) Federal Insurance Company;

       (d) Allstate Insurance Company; and

       (e) ACE Companies; and

     * the U.S. Trustee.

Jason M. Madron, Esq., at Richards, Layton & Finger, in
Wilmington Delaware, tells the Court that the vast majority of the
Objections primarily relate either to the timing of Disclosure
Statement approval and the scheduling of a confirmation hearing,
or are disguised confirmation objections.

To the extent the Objections actually raise disclosure issues,
Mr. Madron says, Alpart Jamaica, Kaiser Jamaica, Kaiser Australia
and Kaiser Finance have revised the Disclosure Statements and will
circulate the revised versions and black-lines.  Accordingly,
there should be no question that the Disclosure Statements, as
revised, contain adequate information as required by Section 1125
of the Bankruptcy Code.

Section 1125(a)(1) defines "adequate information" to mean:

     [I]nformation of a kind, and in sufficient detail . . .
     that would enable a hypothetical reasonable investor typical
     of holders of claims or interests of the relevant class to
     make an informed judgment about the plan. . . ."

Moreover, in enacting Section 1125, Congress envisioned that
courts would take a practical and flexible approach, basing the
determination of adequate information on the unique facts and
circumstances of each case.

According to Mr. Madron, without exhibits, the Disclosure
Statements are each 65 pages long and provide extensive
information regarding the Debtors, including the Liquidating
Debtors and the Liquidating Plans.  The Disclosure Statements
contain detailed information regarding, among other things:

   (a) the Liquidating Plans, including:

       -- the proposed distribution trust, the assets to be
          contributed, and the procedures for distributions;

       -- the proposed treatment of claims and interests under
          the Liquidating Plans; and

       -- the conditions precedent to confirmation and
          effectiveness of the Liquidating Plans;

   (b) certain events preceding the Liquidating Debtors' Chapter
       11 cases;

   (c) the Liquidating Debtors' operations during the pendency of
       these cases;

   (d) distributions under the Liquidating Plans;

   (e) information regarding voting on and confirmation of the
       Liquidating Plans;

   (f) United States income tax consequences of consummation of
       the Liquidating Plans; and

   (g) the applicability of certain United States federal and
       state securities laws.

Mr. Madron asserts that none of the confirmation issues raised in
the Objections even remotely demonstrates that the Liquidating
Plans are unconfirmable on their face.  Hence, the confirmation
issues should be considered, if at all, only in connection with
the plan confirmation hearing.  The Debtors will present at the
confirmation hearing that the relevant confirmation standard has
been satisfied.  No such challenges are properly before the Court
at this time.  Accordingly, any Objections to the Disclosure
Statements based on confirmation standards should be overruled.

              A. Timing of the Confirmation Process

Several of the objecting parties assert that the Court should not
permit the Liquidating Debtors to proceed with solicitation or
schedule a confirmation hearing on the Liquidating Plans until
various pending disputes are resolved and, with respect to the
Kaiser Australia and Kaiser Finance Plan, the sale of Kaiser
Australia's interests in and related to Queensland Alumina
Limited is closed.

In particular, Law Debenture alleges that it "defies common sense"
to proceed with solicitation and schedule a confirmation bearing
because:

   (a) it is a condition precedent to the Liquidating Plans that
       the Debtors' pending settlement with the Pension Benefit
       Guaranty Corporation and the pending settlement of
       intercompany claims among the Debtors and the official
       committee of unsecured creditors have been approved; and

   (b) the inter-creditor dispute between the senior and
       subordinated noteholders relating to the enforcement of
       the subordination provisions in the subordinated note
       indenture must be adjudicated before the confirmation.

With respect to the PBGC Settlement, Mr. Madron notes that Law
Debenture is essentially the only objecting party and, as a
representative of subordinated noteholders, has an incentive to
litigate for a "home run" against the PBGC on its claims
regardless of the risks involved.  Law Debenture does not even
contest the components of the PBGC Settlement relating to the
termination of the Debtors' pension plans, the approval of the
replacement pension plans or the PBGC's administrative claim.  
Law Debenture objects only to the aggregate unsecured claim of the
PBGC proposed to be allowed in respect of the terminated plans
and, even on that point, essentially limits its arguments to the
contention that a particular "prudent investor rate" should be
applied.  Even if the Court ultimately finds that a "prudent
investor rate" should be used to determine the amount of the
PBGC's claims for unfunded benefit liabilities in the absence of a
settlement, the Court will not conclude that the PBGC Settlement,
which fairly resolves this legal and factual issue as well as
numerous other issues, is unreasonable.  Solicitation and
confirmation should not be delayed because Law Debenture is
challenging one aspect of the PBGC Settlement.

The existence of the Guaranty Subordination Dispute is, likewise,
no reason to delay solicitation and scheduling of confirmation.  
To the contrary, proceeding with solicitation and confirmation of
the Liquidating Plans will promote judicial economy and maximize
the prospects for a consensual resolution. The Liquidating Plans
contain an offer to settle the Guaranty Subordination Dispute,
providing the holders of the subordinated notes $16,000,000 --
$8,000,000 under each Liquidating Plan -- if the subordinated
noteholder class accepts the Liquidating Plans.  Thus, if the
Liquidating Plans are accepted, the Guaranty Subordination
Dispute will be mooted.  If the proposed compromise in the
Liquidating Plans is not accepted, the Guaranty Subordination
Dispute can be resolved as part of the confirmation process.  
Absent the ability to proceed with solicitation of the
Liquidating Plans, the potential for the issue to be settled
pursuant to the compromise in the Liquidating Plans may be lost
and litigation of the dispute will likely proceed forward.

Law Debenture and certain other parties suggest that no
solicitation should occur until the ISA is approved.  The
Asbestos Committee and the Asbestos Representative,
notwithstanding that their constituents have no claims against the
Liquidating Debtors, contend that the Court should not permit
solicitation or schedule a confirmation hearing as requested
because "the Court is going to need the entire time designated on
January 31, 2005 through February 2, 2005 for an evidentiary
hearing on the [ISA] Motion."  They further contend that "the time
devoted to the evidentiary hearing on the [ISA] motion should
[not] be hurried or eroded by scheduling the confirmation hearings
for the same days."

Mr. Madron tells the Court that the Debtors do not intend to
truncate or otherwise shortcut the evidentiary hearing on the ISA
Motion, and there is no harm in scheduling confirmation for the
same dates.  If it turns out that the evidentiary hearing on the
ISA Motion takes all three days then the confirmation hearing can
simply be continued at that point.  If, on the other hand, the
hearing on the ISA Motion does not take that long, confirmation
can proceed without delay.

Mr. Madron explains that the ability to proceed with confirmation
as soon as possible is not only in the interests of the
Liquidating Debtors' creditors, but also of the creditors of
Kaiser Aluminum & Chemical Corporation given that the ISA and the
Liquidating Plans provide for the payment of:

   (1) substantial cash by the Liquidating Debtors to KACC upon
       consummation of the Liquidating Plans; and

   (2) an additional $5,000,000 to KACC if the Alpart Jamaica and
       Kaiser Jamaica Plan becomes effective by April 30, 2005
       and the Kaiser Australia and Kaiser Finance Plan becomes
       effective by June 30, 2005.

Postponement of confirmation could delay these payments and
jeopardize altogether KACC's entitlement to an additional
$5,000,000.

Citadel contends that the ISA must be approved before
solicitation.  According to Citadel, this is necessary because
otherwise "creditors will not have sufficient information to
determine whether the [Liquidating] Plans are confirmable, let
alone feasible."

Citadel's contention is likewise unfounded.  Mr. Madron notes that
the Disclosure Statements make clear that the ISA has not been
approved yet and that approval is a condition precedent to
confirmation.  Solicitation does not need to await approval of the
ISA solely so creditors have additional assurances that the
Liquidating Plans will be confirmed.

Citadel also argues that "the fact that the QAL sale will not
close until the first quarter of next year precludes approval of
the QAL Disclosure Statement."  Citadel is wrong.  The sale of the
Debtors' interests in and related to QAL has already been approved
by the Court, and a related purchase agreement has already been
entered into with Alumina & Bauxite Company, Ltd.  There is also a
back-up purchase agreement with Pegasus Queensland Acquisition Pty
Limited that can be consummated if, for any reason, the purchase
agreement with Alumina & Bauxite does not close.  Thus, there can
be little concern that the QAL, sale will not be consummated, and
Sections 1123(a)(5)(D) and (b)(3) expressly contemplate that a
plan may provide for a post-confirmation sale of assets as a means
for implementation.

Even if the Liquidating Debtors acknowledge that there is some
risk that if solicitation proceeds changes may later need to be
made to the Liquidating Plans requiring re-solicitation, there are
nonetheless distinct benefits to proceeding forward with
solicitation and confirmation, including:

   (a) the potential settlement of the Guaranty Subordination
       Dispute;

   (b) the increased prospects for a consensual resolution of
       both bondholder subordination disputes by adjudicating or
       resolving all matters that relate to distributions to
       bondholders at the same time as part of confirmation;

   (c) the continued pressure on all constituencies to move these
       cases forward -- which should increase the prospects for
       one or more of the existing disputes to be consensually
       resolved; and

   (d) the avoidance of unnecessary delay in making distributions
       to creditors of the Liquidating Debtors.

Significantly, none of the objecting parties has articulated any
harm beyond the expenditure of additional fees and expenses that
may be incurred if re-solicitation becomes necessary.  Under these
circumstances, the Liquidating Debtors insist that solicitation of
the Liquidating Plans should be allowed to proceed.

        B. Asbestos Committee and Asbestos Representative

The Asbestos Representative and the Asbestos Committee argue that
the Disclosures Statements do not contain adequate information
regarding the ISA.  They allege that the ISA is the "cornerstone"
of the Liquidating Plans.

Mr. Madron clarifies that the ISA is not the "cornerstone" of the
Liquidating Plans, nor do the Liquidating Plans seek approval of
the ISA.  Rather, the Debtors and the Creditors' Committee are
seeking approval of the ISA in a separate request they jointly
filed in October 2004.  The ISA Motion, which was served on all
parties requesting notice in these cases, contains a detailed
description of the ISA.  Further, in November 2004, the Debtors
served a notice on all parties-in-interest notifying them that,
among other things, they could obtain, at no cost, a copy of the
ISA either from the Debtors' Web Site or by written request to
Logan & Company, Inc., the Debtors' claims and noticing agent.  
Thus, parties-in-interest should already have ample information
regarding the ISA, and any issues parties-in-interest may have
with the ISA should be addressed in connection with the ISA
Motion, not in connection with confirmation of the Liquidating
Plans.

The Asbestos Representative and the Asbestos Committee also
contend that the Disclosure Statements fail to provide adequate
information regarding substantive consolidation under the
Liquidating Plans.  Specifically, the Asbestos Representative and
the Asbestos Committee argue that the Liquidating Debtors must
establish under applicable case law that they are entitled to
substantive consolidation.  The Disclosure Statements must include
an explanation as to "why it is appropriate to substantively
consolidate these two pairs of Debtors when they contend it is not
appropriate to substantively consolidate other debtors. . . ."

As an initial matter, Mr. Madron tells Judge Fitzgerald, the
Asbestos Representative and the Asbestos Committee's objection is
a confirmation objection.  Nonetheless, Mr. Madron explains that
the Liquidating Debtors propose to substantively consolidate
Alpart Jamaica and Kaiser Jamaica, and Kaiser Australia and
Kaiser Finance, solely for administrative convenience.  Alpart
Jamaica and Kaiser Jamaica have the same joint creditors and
Kaiser Australia and Kaiser Finance share the same joint creditors
as well.  Absent substantive consolidation, the creditors of the
Liquidating Debtors would receive exactly the same distributions
on their claims as they would with substantive consolidation --
the only difference would be that the recovery would occur through
two plans rather than one.  Eliminating substantive consolidation
under the Liquidating Plans would result only in a more costly and
less efficient plan process without any benefit to the Liquidating
Debtors' estates and creditors.

In addition, the Liquidating Debtors are not required to include
an "explanation of why they have concluded that it is not
appropriate to substantively consolidate these estates with
KACC."  Although the Asbestos Committee and the Asbestos
Representative have argued in response to the ISA Motion that
substantive consolidation is somehow appropriate, neither the
Debtors nor any other party has requested that the Court
substantively consolidate the Liquidating Debtors with KACC.  The
Liquidating Debtors should not have to explain why "relief that no
one has sought from the Court is unsupportable."

Furthermore, the Asbestos Representative and the Asbestos
Committee object to the deemed acceptance of the Liquidating Plans
by the Debtors holding intercompany claims, implying that it
somehow creates a solicitation issue.  Putting aside the fact that
this is a confirmation objection rather than a disclosure issue,
Mr. Madron asserts that the deemed acceptance of the
Liquidating Plans by the Debtors holding intercompany claims
clearly is permitted.  The Debtors are not third-party creditors
that must be solicited, and the other Debtors have all consented
to and support the Liquidating Plans.

                         C. U.S. Trustee

The U.S. Trustee raises concerns with respect to these issues:

   (a) ISA

       The U.S. Trustee states that the Disclosure Statements do
       not contain adequate information regarding how the ISA
       affects the Liquidating Debtors.

       Mr. Madron tells the Court that all details regarding the
       ISA are contained in the ISA Motion, which are provided,
       or made available, to all creditors.  A significant amount
       of additional detail on the ISA is not required in the
       Disclosure Statements.

   (b) Substantive Consolidation

       According to the U.S. Trustee, the Disclosure Statements
       fail to "adequately explain the basis on which the
       [Liquidating] Debtors . . . are not being substantively
       consolidated with other affiliated debtors, and the
       economic effect of choosing not to so consolidate."

       The Liquidating Debtors propose to substantively
       consolidate Alpart Jamaica and Kaiser Jamaica, and Kaiser
       Australia and Kaiser Finance, solely for administrative
       Convenience.  Moreover, neither the Debtors nor any other
       party has sought the substantive consolidation of all the
       Debtors' estates.  Accordingly, the Liquidating Debtors
       should not be required to explain why substantive
       consolidation of additional Debtors' estates is not
       supportable.

   (c) Claims Against Multiple Debtors

       The U.S. Trustee says the Disclosure Statements does not
       adequately explain, with respect to the classes of claims
       that have been asserted against multiple debtors:

       -- the basis on which the particular payment percentages
          on the claim in each Liquidating Plan have been
          determined; and

       -- the extent to which the claimants are likely to recover
          additional sums in respect of the claims from other
          related debtors.

       To the extent appropriate, the Liquidating Debtors will be
       revising the Disclosure Statements to address this
       objection.

   (d) Liquidating Plans

       The U.S. Trustee objects to the Liquidating Plans on
       several grounds:

       -- The procedures in the Liquidating Plans for objecting
          to claims after the effective date of the plans are
          contrary to law "to the extent that they purport to
          divest the [U.S. Trustee] and other parties of
          statutory rights" to object to claims;

       -- The Liquidating Plans impermissibly purport to release
          claims of unsecured creditors and interest holders
          against numerous third-parties without requiring the
          express consent of those parties to the releases and
          without providing parties voting for the Plans the
          opportunity to opt out of giving the releases;

       -- The effect of the proposed injunction in the
          Liquidating Plans is contrary to law because it is the
          equivalent to a "discharge" under Section 1141(a)(3);
          and

       -- The Liquidating Plans impermissibly provide that the
          tort claims are deemed objected to.

       According to Mr. Madron, the objections are confirmation
       objections and not issues of disclosure.  Thus, these
       objections are premature and not appropriately raised in
       connection with the approval of the Disclosure Statements.
       Nonetheless, with respect to the Release objection, the
       Liquidating Debtors note that courts in the third and
       other circuits have held that consensual releases of
       creditors' claims against non-debtor parties are
       permissible, including releases of officers and directors.

       Furthermore, with respect to the Injunction objection, the
       injunction under the Liquidating Plans will not protect
       the Liquidating Debtors because they will be dissolved as
       of the effective date of the Plans.  The injunction under
       the Liquidating Plans is not the equivalent of a
       discharge.

   (e) Kaiser Finance Claim

       The U.S. Trustee complains that the Disclosure Statement
       with respect to Kaiser Australia and Kaiser Finance's Plan
       fails to provide adequate information regarding "the
       potential range of recovery by [Kaiser Finance] on its
       intercompany claim against KACC and the potential impact
       of the recovery on that asset on distribution to creditors
       under [Kaiser Australia and Kaiser Finance's] Plan."

       To the extent appropriate, the Liquidating Debtors will be
       revising the Disclosure Statements to address this
       objection.

   (f) Voting Procedures

       The voting procedures in the Plans provide that a claim
       will be counted for voting purposes at the lesser of the
       scheduled amount or the amount set forth in a timely filed
       proof of claim.  The U.S. Trustee disagrees.  Pursuant to
       Rule 3003(c)(4) of the Federal Rules of Bankruptcy
       Procedure, the U.S. Trustee points out that a duly filed
       proof of claim supercedes any scheduling of the claim in
       question.  Section 502(a) further provides that a proof of
       claim filed in accordance with Section 501 is deemed
       allowed, unless a party-in-interest objects.  Thus, the
       specific provision under the Voting Procedures is contrary
       to law.

       The U.S. Trustee also notes that the Plan provision
       stating that a claim will be counted for voting purposes
       in the amount allowed temporarily for voting purposes by
       the Court, runs afoul another provision, which states that
       if an objection is filed at least 15 days before the
       deadline for "voting," the claim will be temporarily
       allowed or disallowed in accordance with the relief sought
       in the objection.  Creditors should be given opportunity
       to ask the Court for temporary allowance of claims for
       voting purposes notwithstanding the Claims Objection.

       Furthermore, the U.S. Trustee objects to any relief, which
       would permit the Debtors to disenfranchise any or all
       creditors unilaterally by filing an objection without
       affording each affected claimant a reasonable opportunity
       to seek temporary allowance notwithstanding the objection.

       The Liquidating Debtors intend to discuss the objections
       with the U.S. Trustee to address its concerns.

                            D. Liverpool

Liverpool holds 9-7/8% Senior Notes due 2002, which were issued in
February 1994 by KACC.  Liverpool asserts that:

   (a) the claims in respect of the 9-7/8% Notes and the 10-7/8%
       Senior Notes due 2006 should be placed in separate classes
       under the Liquidating Plans;

   (b) the Disclosure Statements should contain certain
       additional information regarding the Guaranty
       Subordination Dispute; and

   (c) there should be separate ballots for each of the 9-7/8%
       Notes, the 10-7/8% Notes and the "Subordinated Notes."

Liverpool asserts that only $100,000,000 worth -- and all related
interest and fees -- of the $225,000,000 in guarantees in respect
of the 9-7/8% Notes constitute "Senior Indebtedness" under the
indenture in connection with the 12-3/4% Senior Subordinated Notes
due 2003.  Liverpool explains that at the time the 9-7/8% Notes
and the 9-7/8% Notes Guarantees were issued, there was a
corresponding reduction of $100,000,000 in the credit commitment
under the Debtors' senior credit facility.  This, Liverpool
contends, constituted a refinancing of $100,000,000 of the
Debtors' senior credit facility, resulting in that amount of the
9-7/8% Notes Guarantees being entitled to "Senior Indebtedness"
status under the Subordinated Notes Indenture, while the remainder
of the 9-7/8% Notes Guaranties and the guarantees in respect of
the 10-7/8% Senior Notes are not so entitled.

Mr. Madron argues there is no evidence whatsoever that suggests
that the parties intended to treat a portion of the 9-7/8% Notes
Guarantees as senior while the remainder was not.  To the
contrary, the 9-7/8% Notes Guarantees and the guarantees in
respect of the 10-7/8% Notes were intended to be and are senior in
their entirety.  Accordingly, Liverpool's objection regarding the
propriety of placing the claims in respect of the 9-7/8% Notes and
the 10-7/8% Notes in the same class is wholly unfounded.  The 9-
7/8% Notes and the 10-7/8% Notes are entitled to pari passu
treatment under each of the Liquidating Plans.

Liverpool also asserts that the Disclosure Statements should
contain certain additional information regarding the Guaranty
Subordination Dispute.  However, this objection will be mooted, at
least in part, if the holders of the Subordinated Notes vote in
favor of the Liquidating Plans.  Mr. Madron relates that the
Liquidating Plans contain an offer to settle the Guaranty
Subordination Dispute.  If the holders of the Subordinated Notes
vote in favor of the Liquidating Plans, those holders will receive
$16,000,000 in total, or $8,000,000 from each plan.

Even if holders of the Subordinated Notes vote against the
Liquidating Plans or Liverpool votes against and opposes the
Liquidating Plans, the Liquidating Debtors have reserved the right
in those Plans to seek confirmation by cramdown and have the right
to seek any amendments to the Liquidating Plans in connection with
that cramdown as may be necessary.

Moreover, Liverpool's objection is an issue for confirmation and
not an issue of disclosure.  Thus, it is premature and not
appropriately raised in connection with the approval of the
Disclosure Statements.

Although the Liquidating Debtors do not believe that all of the
detail suggested by Liverpool is required for the Disclosure
Statements to be approved by the Court as containing adequate
information, the Liquidating Debtors, nonetheless, are revising
the Disclosure Statements to address some of Liverpool's concerns
and will circulate a revised draft of the Disclosure Statements.

Liverpool also takes issue with the form of ballot for the 9-7/8%
Notes, the 10-7/8% Notes and the Subordinated Notes.  The
Liquidating Debtors never intended to place all of the notes
issuances on the same ballot for solicitation purposes.  
Liverpool's confusion on this issue, Mr. Madron says, likely
results from the fact that, because the ballots for each of the
notes will be identical except for the name of the notes and the
CUSIP number, only one form of ballot was submitted the Debtors'
request for approval of tabulation and solicitation procedures.  
Mr. Madron informs Judge Fitzgerald that the proposed ballot
included the names for each issuance in bold and brackets and left
a blank for the CUSIP number.  The Liquidating Debtors fully
intend to provide each issuance of notes with its own ballot.

                       E. Certain Insurers

The Insurers want:

   (a) "super-preemptory" provisions included in the Liquidating
       Plans to preserve the Insurers' rights related to their
       insurance policies; and

   (b) the Liquidating Plans modified to provide for injunctive
       relief to the extent necessary to consummate a global
       insurance settlement.

Mr. Madron asserts that the Insurers do not have standing to
object to the Disclosure Statements because they are not parties-
in-interest under Section 1128(b).   The Liquidating Debtors
reserve all their rights to challenge the Insurers' standing in
their Chapter 11 cases.

Mr. Madron also contends that the Insurers' confirmation objection
is premature and not appropriately raised in connection with the
approval of the Disclosure Statements.  Nonetheless, Mr. Madron
points out that the Liquidating Debtors have no asbestos liability
and the Insurers' policies will not be affected by the Liquidating
Plans.  Moreover, it is anticipated that any plan for KACC will
include a channeling injunction for all asbestos liabilities
pursuant to Section 524(g), which injunction will extend to the
Liquidating Debtors.  Accordingly, there is simply no need for the
super-preemptory provision requested by the Insurers.

For the same reasons, the Insurers' request for a modification to
the Liquidating Plans to provide appropriate injunctive relief to
the extent necessary to consummate a global insurance settlement
is without merit.  The Liquidating Debtors, Mr. Madron maintains,
have no asbestos liability and appropriate injunctive relief will
be sought in a KACC plan.  There is, therefore, no reason to
modify the Liquidating Plans to provide for a contingency that
will simply not occur.

Accordingly, the Debtors ask the Court for an order:

   (a) finding that the Disclosure Statements contain "adequate
       information" as required by Section 1125; and

   (b) permit the Liquidating Debtors to proceed with
       solicitation and schedule a confirmation hearing as
       requested.

Headquartered in Houston, Texas, Kaiser Aluminum Corporation --
http://www.kaiseral.com/-- operates in all principal aspects of  
the aluminum industry, including mining bauxite; refining bauxite
into alumina; production of primary aluminum from alumina; and
manufacturing fabricated and semi-fabricated aluminum products.
The Company filed for chapter 11 protection on February 12, 2002
(Bankr. Del. Case No. 02-10429).  Corinne Ball, Esq., at Jones
Day, represent the Debtors in their restructuring efforts.  On
June 30, 2004, the Debtors listed $1.619 billion in assets and
$3.396 billion in debts.  (Kaiser Bankruptcy News, Issue No. 56;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


LEE PHARMACEUTICALS: Auditor Raises Going Concern Doubt
-------------------------------------------------------
Lee Pharmaceuticals reported a $1,229,000 net loss during fiscal
year 2004.  Working capital was a negative $3,519,000 at
September 30, 2004, as compared with a negative $3,524,000 at
September 30, 2003.  The ratio of current assets to current
liabilities was 0.5 to 1 at September 30, 2004, and
September 30, 2003.  The decrease in the negative working capital
of $5,000 was due primarily to an increase in accounts receivable  
($432,000), an increase in other prepaids ($199,000) and a
decrease in the short term portion of notes payable ($556,000).  
Offsetting these were increases in accounts payable ($601,000),
amounts due to related parties ($315,000) and inventory reserves
($250,000).  The Company has failed to make principal and interest
payments on certain loans.  The total arrearage is principal of
$1,712,000 plus interest of $1,071,000, an aggregate of
$2,783,000, of which $2,005,000 is due to related parties and
$778,000 to non-related parties.

Effective September 1, 2004, the Company reached an agreement with
a non-related party to consolidate 11 of its notes payable plus  
accrued and unpaid related interest (totaling $2,176,000) into one
note payable, due on December 1, 2005, with interest payable at
the one month LIBOR (London Interbank Offered Rate) rate.  The
interest rates on the above cancelled 11 notes payable were at 20%
or 24%.  The LIBOR rate at September 30, 2004 was 1.8401%. The
Company anticipates a cash savings of approximately $381,000 per
year.  Also, effective September 20, 2004, the Company implemented
a wage freeze for all employees, plus a staff and corresponding
salary reduction in certain areas.  The Company anticipates a cash
savings of approximately $450,000 per year. The total savings of
these two actions is approximately $831,000.

In addition, in November 2004, the Company's outside finance
lender agreed to adjust the Company's monthly principal payments
on its various equipment loans by one-half, commencing
January 1, 2005.  The expected annual principal payment savings
(net of interest) related to this transaction is approximately
$40,000.

The Company is expecting to increase sales volume by expanding
existing product lines.  There can be no guarantee that this will
materialize.

                      Going Concern Doubt

In the letter to the Company's Board of Directors, dated
December 14, 2004, the independent auditor for Lee Pharmaceuticals
stated that the Company has not shown a trend for generating
sufficient net income and cash flow from normal operations.  Those
conditions raise substantial doubt about its ability to continue
as a going concern.

Lee Pharmaceuticals is engaged in the development, purchase,
manufacture, and marketing of consumer personal care products and
professional dental products, all of which are targeted for the
improved well-being of the human body.  The Company's business is
directed to two main areas: (a) the development and marketing of a
range of consumer products including over-the-counter items,
health and beauty aids, cosmetics and prescription drug products
containing controlled substances and (b) the manufacture and sale
of materials and supplies for use in the professional dental
health field.


LEHMAN: Fitch Downgrades Rating on Class B-1 Series 2001-B to BB
----------------------------------------------------------------
Fitch took action on these classes of Lehman asset-backed
securities manufactured housing contracts, series 2001-B:

     -- Classes A-1 to A-7 affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class B-1 downgraded to 'BB' from 'BBB-'.

The affirmations on the remaining classes reflect credit
enhancement consistent with future loss expectations.  The
affirmation of Class A-7 is also based on a certificate insurance
policy from Ambac Assurance Corp.  Fitch currently rates Ambac's
insurer financial strength -- IFS -- 'AAA'.

The downgrade action on Class B-1, reflecting $77,862,302, is due
to the continuing reduction in credit enhancement combined with
high losses and delinquencies.

Overcollateralization, the source of credit enhancement for this
deal, is steadily decreasing by approximately $2 million per
month, while monthly losses remain at about $3 million
(six-month rolling average).

The pool factor is 69% as of the Dec. 15, 2004, distribution.


LITTLE MT. ZION PENTECOSTAL: Voluntary Chapter 11 Case Summary
--------------------------------------------------------------
Debtor: Little Mt. Zion Pentecostal Faith Church Inc.
        531-535 West 159th Street
        New York, New York 10032

Bankruptcy Case No.: 05-40051

Type of Business: The Debtor operates a church.

Chapter 11 Petition Date: January 5, 2005

Court: Southern District of New York (Manhattan)

Judge:  Prudence Carter Beatty

Debtor's Counsel: James E. Hurley, Jr., Esq.
                  75 Maiden Lane, Suite 233
                  New York, New York 10038
                  Tel: (212) 402-6822
                  Fax: (212) 405-2119

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  More than $100 Million

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


LNR PROPERTY: Reports $27.7 Million Fourth Quarter Net Income
-------------------------------------------------------------
LNR Property Corporation (NYSE:LNR), reported net earnings for its
fourth quarter ended November 30, 2004 of $27.7 million, compared
to net earnings of $19.6 million for the same quarter in 2003.  
For the year ended November 30, 2004, net earnings were
$126.2 million, compared to net earnings of $109.6 million for
2003.

Mr. Jeffrey P. Krasnoff, President and Chief Executive Officer of
LNR, stated, "Throughout 2004, our unique franchise continued to
create and then realize value from our real estate investments.   
With strong capital inflows into the real estate sector during the
year, we took advantage of the demand for our valuable income
producing assets, bringing in $760 million of cash from sales of
our assets, recognizing $161 million in gains."

Mr. Krasnoff added, "We continued to maintain our disciplined
investment strategy of deploying our capital to those
opportunities that demonstrate the most attractive risk adjusted
returns. With this approach, we were successful in acquiring over
$1.2 billion of assets during the year in the U.S. and Europe.
Utilizing our disciplined value-add asset management culture, we
ended the year with a diverse portfolio of real estate assets, an
effectively match-funded balance sheet and a strong liquidity
position."

                      Pending Transaction

On August 29, 2004, LNR entered into a merger agreement with a
newly formed company, which will be majority owned by funds and
accounts managed by Cerberus Capital Management, L.P., and other
investors selected by Cerberus, under which holders of LNR's
common stock and Class B common stock will receive $63.10 per
share in cash and LNR will become indirectly wholly owned by the
newly formed company, Riley Property Holdings.  Cerberus is a New
York-based global private investment firm, which, together with
its affiliates, manages in excess of $14 billion of capital.

The transaction will require approval by the holders of a majority
in voting power of LNR's stock.  Stuart A. Miller, Chairman of the
LNR Board of Directors, partnerships owned by his family and a
trust of which he is a primary beneficiary, collectively own
shares carrying the power to cast approximately 77% of the votes
that can be cast with regard to the transaction.  Mr. Miller, the
partnerships and the trust have agreed to vote their shares in
favor of the merger as long as the Company's Board of Directors
and a special committee of the Board continue to recommend the
transaction.

A shareholders' meeting to approve the merger has been scheduled
for January 31, 2005 and a proxy statement relating to that
meeting has been mailed to shareholders.  Additional information
related to the merger transaction and the shareholders' meeting
can be found in the proxy statement.  The merger is expected to be
completed shortly after the shareholders' meeting.

In anticipation of the merger and the resulting capital structure
of LNR, all three rating agencies have recently downgraded the
Company's debt ratings.  Moody's Investors Services downgraded the
Company's ratings for senior unsecured debt from Ba2 to B3, and
senior subordinated notes from Ba3 to Caa1.  Standard and Poor's
Ratings Services downgraded the Company's ratings for senior
unsecured debt from BB to B, and senior subordinated notes from B+
to CCC+.  Fitch Ratings downgraded the Company's ratings for
senior unsecured debt from BB+ to B, and senior subordinated notes
from BB- to B-.

As required, the Company follows Statement of Financial Accounting
Standards No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets."  Under SFAS No. 144, any time the Company
sells, or determines to sell, a rental real estate property, it is
required to reclassify the revenues and expenses of that property,
including the profit or loss on the sale of that property, both
with regard to the current period and with regard to the past, as
discontinued operations.  Primarily because of this, approximately
35% of the Company's earnings during the fourth quarter and
approximately 23% of the Company's earnings during the fiscal year
are characterized as earnings from discontinued operations.  
However, because the Company, as a real estate operating company,
is regularly engaged in the business of acquiring and developing
properties for the purpose of improving them and selling them at a
profit, the Company's management considers earnings from
properties the Company sells, or holds for sale, as an important
part of its ongoing operations.

                      Fourth Quarter Performance

Net earnings for the quarter increased by $8.0 million, or 41%,
compared with last year's fourth quarter.  This increase resulted
primarily from a higher level of recurring income, including
higher management and servicing fees, interest income and net
rents (rental income less costs of rental operations).  In
addition, last year's fourth quarter results included a one-time
charge of $18.3 million related to the early extinguishment of
debt.  These increases were partially offset by property
impairment charges recorded in the current quarter and higher
general and administrative expenses.

Total revenues and other operating income increased by $19.0
million, or 16% this quarter, compared with last year's fourth
quarter.  Total revenues and other operating income increased
primarily as a result of higher gains on sales of real estate
property assets, higher equity in earnings of unconsolidated
entities, higher rental income, higher management and servicing
fee income, and higher interest income.  These increases were
partially offset by lower gains on sales of real estate securities
in 2004, compared to 2003.

                     Real Estate Properties

Earnings before income taxes from real estate property activities
were $47.8 million for the quarter ended November 30, 2004,
compared to $25.5 million for the same period in 2003.  This
increase was primarily due to higher gains on sales of real estate
property assets, higher equity in earnings of unconsolidated
entities, and higher net rents, partially offset by an $8.6
million impairment charge primarily related to two under-
performing hospitality properties.

Gains on sales of real estate property assets were $29.6 million
for the quarter ended November 30, 2004, compared to $13.3 million
for the same period in 2003.  Gains on sales of real estate
property assets fluctuate from quarter to quarter primarily due to
the timing of asset sales.

Equity in earnings of unconsolidated entities increased by $16.1
million for the quarter ended November 30, 2004, compared to the
same period in 2003.  This increase primarily resulted from higher
earnings on sales of underlying assets, including homesites,
commercial land and operating properties.

Net rents increased to $9.2 million for the quarter ended November
30, 2004, from $7.2 million for the same period in 2003, primarily
due to the portfolio of income producing properties acquired from
The Newhall Land and Farming Company late in the first quarter of
2004 and development properties coming on-line, partially offset
by sales of stabilized properties in 2004.

LNR's domestic real estate portfolio, including properties held in
unconsolidated entities, at quarter-end included approximately 6.7
million square feet of office, retail, industrial and warehouse
space, 0.5 million square feet of ground leases, 1,500 hotel
rooms, and 9,500 apartments (8,800 in affordable housing
communities), either completed or under development.  This
compares with approximately 6.5 million square feet of office,
retail, industrial and warehouse space, 0.3 million square feet of
ground leases, 2,100 hotel rooms, and 11,000 apartments (9,500 in
affordable housing communities), either completed or under
development, twelve months earlier.  At November 30, 2004, LNR's
consolidated domestic operating property portfolio, excluding
$289.9 million of market-rate properties undergoing development or
repositioning and $74.5 million relating to the affordable housing
business, was yielding approximately 12% on net book cost.

                       Real Estate Loans

LNR's real estate loan business consists of lending in unique
high-yielding situations.  Earnings before income taxes from real
estate loans were $10.3 million for the quarter ended
November 30, 2004, compared to $13.0 million for the same period
in 2003.  This decrease was primarily due to higher operating
expenses related to growth in the Company's loan investing
activity in the U.S. and Europe.

During the fourth quarter, the Company funded five new B-note
investments for $80.2 million and received $47.2 million from the
payment in full of three B-note investments and the sale of one
B-note investment.  Subsequent to the end of the fourth quarter,
the Company purchased or committed to fund four additional B-note
investments for $94.3 million.  Assuming these loans are funded,
investments under the Company's B-note program will have a face
value of approximately $583.0 million, a 32% increase over
November 30, 2003.

                     Real Estate Securities

Earnings before income taxes from real estate securities were
$21.9 million for the quarter ended November 30, 2004, compared to
$44.0 million for the same period in 2003.  This decrease was
primarily due to lower gains on sales of real estate securities,
lower equity in earnings of unconsolidated entities and higher
operating expenses, partially offset by higher management and
servicing fee income and higher interest income.

The Company recorded no gains on sales of real estate securities
during the quarter ended November 30, 2004, compared to
$22.9 million for the same period in 2003.  The gain in the prior
year primarily resulted from a CMBS resecuritization transaction
completed in September 2003.

Equity in earnings of unconsolidated entities decreased by
$7.4 million for the quarter ended November 30, 2004, compared to
the same period in 2003.  The decline in earnings is primarily due
to reduced income from the Madison Square joint venture and from a
joint venture that owned several investments at a discount, which
paid off in the prior year period.  Madison's income decreased
because of lower interest income resulting from the timing and
amount of expected principal collections related to short-term
floating-rate securities owned by the venture and higher interest
expense due to a refinancing within the venture, which occurred in
the second quarter of 2004.  At the end of the fourth quarter, the
Company's investment in Madison was $31.7 million.  Since
inception, the Company has received $188.7 million in cash
distributions and fees from Madison on an original investment of
$90.1 million.

Management and servicing fee income increased to $13.8 million for
the quarter ended November 30, 2004, from $8.5 million for the
same period in 2003, primarily due to the growth of the Company's
special servicing activity.

Operating expenses increased to $8.3 million for the quarter ended
November 30, 2004, from $5.1 million for the same period in 2003,
primarily due to increases in personnel and out-of-pocket expenses
directly related to growth of the Company's CMBS portfolio in the
U.S. and Europe and increased special servicing activity.

Interest income increased to $22.9 million for the quarter ended
November 30, 2004, from $18.4 million for the same period in 2003,
primarily due to an increase in yields and a higher average level
of CMBS investments, slightly offset by a higher level of write-
downs on a small number of bond positions.

The Company's annualized cash yield on its fixed-rate CMBS
portfolio was approximately 16% at the end of the 2004 period.  
The cash yield on the unrated portion of this portfolio was
approximately 37% at the end of the 2004 period.

During the quarter ended November 30, 2004, the Company acquired
$72.8 million face amount of non-investment grade CMBS for
$38.3 million in seven separate CMBS transactions.  Subsequent to
the end of the quarter, the Company purchased or committed to
purchase securities in six additional CMBS transactions.  Assuming
these transactions close as anticipated, the total face amount of
the Company's direct non-investment grade CMBS investments will be
approximately $2.7 billion with an amortized cost of approximately
$1.0 billion.  The rated portion of this portfolio will be
approximately $1.3 billion of face value with an amortized cost of
approximately $821 million.  The unrated portion of this portfolio
will be approximately $1.4 billion of face value with an amortized
cost of approximately $208 million.

With these new transactions, the Company will have an investment
in or have servicing rights for 155 CMBS pools with an aggregate
original face amount of approximately $152 billion, compared to
119 pools with an aggregate original face amount of $102 billion
at November 30, 2003.

                    Fiscal Year Performance
                     Real Estate Properties

For the year ended November 30, 2004, real estate property
earnings before income taxes increased to $160.1 million, from
$113.7 million for the same period in 2003, primarily due to
higher gains on sales of real estate property assets, including
sales of property assets within unconsolidated entities, partially
offset by lease termination fee income received in the prior year
and lower net rents.

Net rents decreased to $44.8 million for the year ended November
30, 2004, from $48.1 million for the same period in 2003.  The
decrease in net rents was primarily due to sales of properties
throughout 2003 and 2004, as well as the loss of a tenant in the
third quarter of 2003 that had leased 100% of one of the Company's
office buildings.  The Company received a lease termination fee
from this tenant of $15.1 million in 2003.  These decreases were
partially offset by the portfolio of income producing properties
acquired from Newhall late in the first quarter of 2004.

                       Real Estate Loans

For the year ended November 30, 2004, real estate loan earnings
before income taxes increased to $53.6 million, from $47.7 million
for the same period in 2003, primarily due to higher interest
income and higher gains on sales of mortgage loans, partially
offset by higher operating expenses.

Interest income increased to $54.5 million for the year ended
November 30, 2004, from $49.4 million for the same period in 2003.  
This increase was primarily due to a higher average level of loan
investments primarily related to the Company's B-note portfolio.

Gains on sales of mortgage loans were $4.0 million for the year
ended November 30, 2004, primarily due to the third quarter sale
of a mortgage loan assumed by the Company through the unwinding of
a CMBS trust, which occurred during the second quarter of 2004,
for a gain of $3.8 million.  There were no sales of mortgage loans
in 2003.

Operating expenses increased to $5.9 million for the year ended
November 30, 2004, from $4.2 million for the same period in 2003,
primarily due to growth in the Company's loan investing activity
in the U.S. and Europe.

                     Real Estate Securities

For the year ended November 30, 2004, real estate securities
earnings before income taxes decreased to $134.7 million, from
$169.4 million for the same period in 2003, primarily due to lower
gains on sales of real estate securities, lower equity in earnings
of unconsolidated entities and higher operating expenses,
partially offset by higher management and servicing fee income.

Gains on sales of securities were $21.3 million for the year ended
November 30, 2004, compared to $52.7 million for the same period
in 2003.  During the first quarter of 2004, the Company sold
$28.7 million face amount of investment grade rated CMBS through a
resecuritization of one non-investment grade rated CMBS bond and
recognized a pretax gain of $17.3 million. During the year ended
November 30, 2003, pretax gains of $47.7 million were recognized
on sales of investment grade CMBS through resecuritization
transactions.

Equity in earnings of unconsolidated entities decreased by $14.2
million for the year ended November 30, 2004, compared to the same
period in 2003, primarily reflecting a decrease in earnings from
Madison, as previously discussed.

Management and servicing fee income increased to $56.1 million for
the year ended November 30, 2004, compared to $35.7 million for
the same period in 2003, primarily due to increased activity in
the Company's specially serviced portfolio.

Operating expenses increased by $7.1 million for the year ended
November 30, 2004, compared to the same period in 2003, primarily
due to increases in personnel and out-of-pocket expenses directly
related to growth of the Company's CMBS portfolio in the U.S. and
Europe and increased special servicing activity.

                Financing and Capital Structure

The following discussion of financing and capital structure is
based upon financing arrangements currently in place.  If the
transaction with Riley Property Holdings takes place as
anticipated, all or substantially all of the Company's current
financing arrangements will be replaced with new arrangements that
will be significantly different from those described below.

At November 30, 2004, the Company had $1.8 billion of available
liquidity, which consisted primarily of cash and availability
under existing credit facilities.  Only 9% of the Company's debt
is scheduled to mature over the next twelve months, assuming
extension options are exercised.

The Company continues its efforts to maintain a highly match-
funded balance sheet.  In order to minimize the effects of
interest rate risk, the Company seeks to match fixed-rate assets
with fixed-rate debt, and floating-rate assets with floating-rate
debt.  At November 30, 2004, a 100 basis point increase in LIBOR
would decrease the Company's net earnings by $0.3 million, or
$0.01 per share diluted, on an annualized basis.  The Company also
seeks to fund itself so the maturities of its liabilities closely
match the maturities of its assets.  At November 30, 2004, the
Company's weighted average debt maturity was 6.5 years, which the
Company believes matches well with its expected asset holding
periods.

Interest expense increased by 6% and 4% for the three- and
twelve-month periods ended November 30, 2004, respectively,
compared to the same periods in the prior year, primarily due to
higher average debt balances, partially offset by lower average
interest rates.  The weighted average interest rate on outstanding
debt was 6.2% at November 30, 2004, compared to 6.5% at November
30, 2003.

At November 30, 2004, the Company was operating at a 1.24:1 net
debt to book equity ratio, compared to 1.27:1 at Nov. 30, 2003.

                       About the Company

LNR Property Corporation [NYSE: LNR] is a real estate investment
and management company headquartered in Miami Beach, Florida, USA,
with assets of $3.1 billion and equity of $1.1 billion at
May 31, 2004.

                         *     *     *

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.


MADISON RIVER: Fitch Places Sr. Unsec. Rating on Watch Positive
---------------------------------------------------------------
Fitch Ratings placed the senior unsecured debt of Madison River
Capital, LLC -- MRC -- on Rating Watch Positive.  Fitch believes
that the announcement by Madison River Communications Corp.
(Madison River Communications) that it has filed for an initial
public offering -- IPO -- is a positive development for MRC's
13.25% senior unsecured notes due March 2010, of which there is
$198 million outstanding.  Madison River Communications is a
holding company for MRC, as well as Madison River Telephone
Company, LLC.  The notes of MRC are currently rated 'B' by Fitch.

In addition to the IPO, Madison River Communications intends to
obtain $525 million in new secured credit facilities.  The
$525 million facility breaks down into a $450 million, seven-year
term loan and a $75 million, six-year revolving credit facility.
The proceeds from the IPO and the new credit facilities, combined
with cash on hand, will be used to refinance the outstanding debt
of MRC's subsidiaries, as well as the existing 13.25% notes.  
Proceeds will also be used to retire other debt and redeem the
outstanding minority interest of one of its subsidiaries.

Other than the rated senior unsecured notes, substantially all of
the remainder of the debt to be refinanced consists of
approximately $424 million at Sept. 30, 2004, of senior secured
borrowings by Madison River LTD Funding -- MRLTDF -- from the
Rural Telephone Finance Cooperative -- RTFC.  MRLTDF is a holding
company for three rural telephone subsidiaries:

            * Mebtel,
            * Gulf Coast Services, and
            * Coastal Communications.

A fourth telephone subsidiary, Gallatin River Holdings, LLC, has
provided a guaranty to the RTFC.  In addition, its operating
assets and revenues are subject to a first mortgage lien in favor
of the RTFC.

Fitch believes Madison River Communications' successful execution
of the IPO and arrangement of new credit facilities would be a
positive development for MRC's rated senior unsecured debt, given
the greater certainty offered by its near-term repayment.

Following the recapitalization of MRC, Fitch intends to rate
Madison River Communications' outstanding bank debt and remove MRC
from Rating Watch Positive.  The credit profile after Madison
River Communications completes its refinancing is not yet clear.  
While Fitch believes Madison River Communications will operate
with lower leverage than MRC does currently, the ultimate level of
debt in the capital structure will depend on the successful
execution of the IPO and also on the level of the proceeds flowing
to Madison River Communications versus the selling shareholders.  
In addition, Madison River Communications is expected to have a
relatively high dividend payout of its free cash flow following
the IPO, and Fitch will need to evaluate this payout in relation
to the future investment needs of the business.

The current 'B' rating reflects the stability of MRC's rural local
exchange operations, including moderate revenue growth prospects,
opportunity for free cash flow, and solid expense controls.  The
rating also recognizes MRC's relatively high leverage for a local
exchange carrier, potential for higher levels of competition and
technological substitution, as well as its exposure to growing
regulatory risk.

As of Sept. 30, 2004, the ratio of total debt to the last 12
months EBITDA was approximately 6.5 times, a slight improvement
from the 6.8x recorded in 2003.  Leverage was moderately lower, at
6.1x, when the subordinated capital certificates -- SCCs -- issued
by the RTFC are netted against debt.  MRC is required to purchase
SCCs from the RTFC in the amount of 10% of funds borrowed from the
RTFC, and the SCCs are redeemed when MRC makes principal payments
on its borrowings.  The SCCs are a legal obligation of the RTFC.


MOST HOME: Funding Uncertainty Triggers Going Concern Doubt
-----------------------------------------------------------
Most Home Corp.'s operations have primarily been financed through
the issuance of common stock.  The Company has suffered recurring
losses to October 31, 2004, and has an accumulated deficit of
$2,414,095.  The Company does not have sufficient working capital
to sustain operations for the twelve months ending October 31,
2005.  Additional debt or equity financing of approximately
$615,000 will be required for this period and may not be available
on reasonable terms.  If sufficient financing cannot be obtained,
the Company may be required to reduce operating activities.

Management's intention is to generate sufficient financing through
one or more private placements of the Company's common or
preferred stock.  Additional financing is anticipated, but not
guaranteed, through the exercise of outstanding stock options and
warrants.  Management also expects the full repayment of amounts
due from related parties prior to July 31, 2005.  Subsequent to
October 31, 2004, the Company received proceeds of $307,000 from
the exercise of stock options and warrants.  There can be no
certainty whatsoever that such sources will provide additional
cash in the twelve months ending October 31, 2005.  These
conditions currently exist that raise substantial doubt on the
Company's ability to continue as a going concern.

Most Home Corp.'s primary business activity is providing a service
that allows real estate professionals and the general public to
find customer service oriented real estate agents in North
American cities through the Company's web sites MOSTREFERRED.COM
and related web sites.


MUELLER: Moody's Reviewing Low-B & Junk Ratings & May Downgrade
---------------------------------------------------------------
Moody's Investors Service placed the ratings of Mueller Group,
Inc., under review for possible downgrade.  

The action was prompted by Moody's concerns over Mueller's
December 29, 2004, announcement that it was unable to file its
10-K for the fiscal year ended September 30, 2004.  In November
2004, Mueller's Audit Committee was notified of alleged potential
accounting improprieties.  The Audit Committee appointed an
independent law firm to investigate the allegations and until this
investigation is concluded, Mueller cannot complete the
preparation of its financial statements.  If the company fails to
file the 10-K within a 15-day period after the due date of the
10-K (or January 13th), it would constitute a default under its
credit facility, senior subordinated and senior secured notes, as
well as Mueller Water Products, Inc., senior discount notes
(unrated).

These ratings were placed under review for downgrade:

   * Second lien senior secured notes, due 2011 -- B3

   * Senior subordinated notes, due 2012 -- Caa1

   * First lien senior secured term loan and revolving credit
     facility -- B2

   * Senior implied rating -- B2

   * Senior unsecured issuer rating -- Caa1

In the short-term, Moody's is concerned over the potential for a
technical default under Mueller's notes indentures and credit
facility agreement should the company not resolve the
investigation and file the 10-K or obtain the necessary waivers
required by the bond indentures and credit facility agreement.  If
the company does execute a waiver, Moody's remains concerned with
regard to the magnitude of any accounting improprieties as well as
any potential weaknesses in the company's financial reporting and
internal controls.  Depending on the dispersion of the notes
investor base, the company's ability to quickly secure a waiver
could be uncertain.  Mueller's cash balance stood at $23 million
as of June 26, 2004.

Headquartered in Decatur, Illinois, Mueller Group, Inc., is wholly
owned by Mueller Holdings (N.A.), Inc., which is in turn owned by
DLJ Merchant Banking Partners II, LP and related funds.  The
company produces a wide range of flow control products including
hydrants, valves, pipe fittings, pipe hangers, pipe nipples, among
other related products.  Mueller Group, Inc., generated revenues
of $996 million for the LTM ended June 26, 2004.


NAT'L CENTURY: Court OKs Protective Orders with Rule 2004 Targets
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Ohio approves
protective agreements entered into by National Century Financial
Enterprises, Inc., and its debtor-affiliates and nine additional
individuals and entities:

    (1) Lance K. Poulsen,
    (2) Barbara L. Poulsen,
    (3) KULD Partners,
    (4) Intercontinental Investment Associates,
    (5) Healthcare Capital LLC,
    (6) Flohaz Partners LLC,
    (7) South Atlantic Investments, LLC,
    (8) Thor Capital Holdings LLC, and
    (9) Kachina Inc.

Brandon T. Allen, Esq., at Gibbs & Bruns, in Houston, Texas,
relates that the agreements are necessary to protect the
confidentiality of certain documents and information produced by
the Entities in response to the Subpoena and Orders issued by
various courts in connection with Rule 2004 discovery.

The parties agree that the Debtors will use all non-public
material solely for the investigation, prosecution or defense of
lawsuits by, on behalf of, or against the Debtors' estates.

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- through the CSFB  
Claims Trust, the Litigation Trust, the VI/XII Collateral Trust,
and the Unencumbered Assets Trust, is in the midst of liquidating
estate assets.  The Company filed for Chapter 11 protection on
November 18, 2002 (Bankr. D. Ohio Case No. 02-65235).  The Court
confirmed the Debtors' Fourth Amended Plan of Liquidation on
April 16, 2004.  Paul E. Harner, Esq., at Jones Day, represents
the Debtors in their restructuring efforts.  (National Century
Bankruptcy News, Issue No. 50; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


NEW YORK STEEL: Case Summary & 41 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: New York Steel Fabricators, Inc.
             99 Street Nicholas Avenue
             Brooklyn, New York 11237

Bankruptcy Case No.: 05-10171

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      New York Steel Fabricators, LLC            05-10175
      New York Plank Services, LLC               05-10177
      New York Plank Services, Inc.              05-10180
      Kingston Trucking & Rigging Corporation    05-10181
      Cavalier Construction Corporation          05-10182

Type of Business: The Debtors are engaged in the business of
                  pre-cast concrete flooring, erection for
                  various construction projects in the New York
                  City metropolitan area.

Chapter 11 Petition Date: January 5, 2005

Court: Eastern District of New York (Brooklyn)

Debtor's Counsel: J. Ted Donovan, Esq.
                  Kevin J. Nash, Esq.
                  Finkel Goldstein Berzow Rosenbloom Nash, LLP
                  26 Broadway, Suite 711
                  New York, New York 10004
                  Tel: (212) 344-2929
                  Fax: (212 422-6836

                                   Total Assets   Total Debts
                                   ------------   -----------
New York Steel Fabricators, Inc.     $2,867,976    $2,598,957
New York Steel Fabricators, LLC        $380,000    $2,026,631
New York Plank Services, LLC            $78,147      $666,299
New York Plank Services, Inc.          $865,672    $2,386,908
Kingston Trucking & Rigging Corp.            $0      $374,633
Cavalier Construction Corporation            $0      $479,219


A.  New York Steel Fabricators, Inc.'s 12 Largest Unsecured
    Creditors:

    Entity                                Claim Amount
    ------                                ------------
Inter-Reco Inc.                               $518,192
175 Foelich Farm Boulevard
Woodbury, New York 11797

Budget Installation Corporation               $175,000
PO Box 9015
Rockville Centre, New York 11571

C & B Steel                                   $163,918
PO Box 5268
Kansing, Illinois 60438

Commerce and Industry Insurance Company (AIG)  $29,000

Anthony Franco, P.E.                           $27,244

Awisco New York Corporation                    $25,705

Eliou & Scopelitis Steel Fabrication           $17,280

Cap Rents                                      $16,950

Bushwick Metals Inc.                            $5,596

K-Detailing                                     $4,476

JW Rufolo & Associates                          $3,609

Fastenal Industrial & Construction Supply         $990


B.  New York Steel Fabricators, LLC's 13 Largest Unsecured
    Creditors:

    Entity                                Claim Amount
    ------                                ------------
C & B Steel                                   $340,000
PO Box 5268
Lansing, Illinois 60438

K Detailing                                   $148,740
1628 Bath Avenue
Brooklyn, New York 11214

Bushwick Metals Inc.                          $106,716
560 North Washington Avenue
Bridgeport, Connecticut 06604

Eliou & Scopelitis Steel Fabrication           $53,674

Proco                                          $53,000

Awisco 6499                                    $35,428

JW Rufolo & Associates                          $9,317

Nicholas J. Bouras, Inc.                        $8,267

Hunterspoint Steel                              $3,250

Eli Xanthopoulos, P.E.                          $2,888

Tri-State Shearing & Bending Inc.               $2,178

East New York Hardware Company, Inc.            $1,848

Federal Express                                 $1,537


C.  New York Plank Services, LLC's 10 Largest Unsecured Creditors:

    Entity                                Claim Amount
    ------                                ------------
New York Hoist LLC                             $82,800
99 Street Nicholas Avenue
Brooklyn, New York 11237

Hunterspoint Steel Company                     $14,646
29-03 Hunterspoint Avenue
Long Island City, New York 11101

Nextel                                          $4,894
PO Box 17621
Baltimore, Maryland 21297-1621

East New York Hardware                          $4,132

Bushwick Metals, Inc.                           $3,703

Siegel Brothers                                 $3,364

JW Rufolo & Associates                          $2,662

Core Tech Associates Corporation                $1,750

Federal Express                                 $1,073

JJ Kerry's Discount Office Supplies               $841


D.  New York Plank Services, Inc.'s 6 Largest Unsecured
    Creditors:

    Entity                                Claim Amount
    ------                                ------------
Inter-Reco Inc.                               $437,748
175 Frochlick Farm Boulevard
Woodbury, New York 11797

American International Company                $111,716
c/o Heltner & Breltstein
26 Court Street
Brooklyn, New York 11242

Anthony Franco, P.E., P.C.                     $40,434
960 Bellmore Avenue
North Bellmore, New York 11710

New York City Department of Housing            $15,370

Cap Rents                                       $3,896

JW Ruffolo & Associates Inc.                    $2,850


PARK-OHIO: Can Draw Up to $200M Under Amended Bank Credit Pact
--------------------------------------------------------------
Park-Ohio Industries, Inc., a subsidiary of Park-Ohio Holdings
Corp. (Nasdaq: PKOH) has amended its existing bank credit
agreement.  The amendment was effective Dec. 29, 2004, and extends
the term of the facility to December 2010.  Additionally, the
amendment:

   -- increases the Company's borrowing capacity to $200 million,

   -- modifies certain covenants to provide greater flexibility,
      and

   -- provides an immediate 25 basis point interest reduction with
      the opportunity for further reductions.  

The Company's outstanding credit balance as of year-end was
$120.6 million.

Edward F. Crawford, Chairman and CEO, said, "This amendment
concludes our strategic initiative to refinance our bonds and to
improve and extend our credit facility.  The credit markets have
demonstrated their confidence in Park-Ohio and have recognized our
performance over the last two years."

Park-Ohio Industries, Inc., provides supply chain logistics
services and a manufactures highly engineered products for
industrial original equipment manufacturers.  Headquartered in
Cleveland, Ohio, the Company operates 24 manufacturing sites and
32 supply chain logistics facilities.  Visit the Company Web site
at http://www.pkoh.com/for more information.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 22, 2004,
Moody's Investors Service assigned a Caa1 rating to Park-Ohio
Industries, Inc.'s proposed $200 million of new guaranteed senior
subordinated notes due 2014.  The net proceeds of these proposed
notes, along with borrowings under the company's revolving credit
facility, will be applied toward the repayment of Park-Ohio's
existing 9.25% unguaranteed senior subordinated notes due
December 2007.  Moody's affirmed all of Park-Ohio's existing
ratings and maintained the stable outlook.

The company commenced a tender offer for any and all of its
existing senior subordinated notes on November 9, 2004.  In
conjunction with the tender offer, Park-Ohio is soliciting
consents to eliminate substantially all restrictive covenants and
also shorten the minimum period required for notice of redemption
of the notes for any existing notes that are not tendered.  The
tender offer is conditioned upon the successful financing of the
new guaranteed senior subordinated notes issuance as well as other
general conditions.  The anticipated tender premium to be paid
approximates $4 million.  The existing notes are otherwise
callable, with the redemption price scheduled to decline on
December 1, 2004, to 101.542%, from 103.083%.  It is expected that
Moody's will withdraw the rating of the existing senior
subordinated notes upon completion of the proposed transactions.  
To the extent that the tender offer is successful but a material
stub of the existing subordinated notes remains with minimal
covenant protection, any remaining existing notes would likely
either be called by the company as of December 1, 2004 (or
otherwise face a rating downgrade).


PHARMACEUTICAL FORMULATIONS: Gets New $3.15MM Loan from GE Capital
------------------------------------------------------------------
Pharmaceutical Formulations, Inc., paid the principal due under
its outstanding 8% Convertible Subordinated Debentures Due 2002
and 8.25% Convertible Subordinated Debentures Due 2002, totaling
$1,105,000 On December 30, 2004.  The debenture holders had
previously agreed to forebear the right to force payment on the
due date of the debentures so long as they were paid on or before
June 15, 2005.  ICC Industries Inc., the Company's largest
stockholders, provided bridge financing for the principal
payments.

On December 31, 2004, the Company entered into a new three-year
loan agreement with General Electric Capital Corporation for
$3,147,027.37, bearing interest at 6.76% per annum, which loan was
secured by the Company's equipment.  The loan is repayable in 35
monthly installments of principal and interest of $96,826.11 with
a final monthly installment equal to the balance of principal and
interest due.  The amount of the ICC bridge financing was repaid
out of the GE Capital loan and the balance of the GE Capital loan
was utilized to refinance existing GE equipment leases.

Pharmaceutical Formulations, Inc., is a major manufacturer of over
one hundred different types of solid-dose, over-the-counter (OTC)
pharmaceutical products.  Primary health care categories include:

    * Internal analgesics (i.e.. equivalent to Bayer aspirin and
      Advil ibuprofen)

    * Cold/allergy/sinus (i.e.. equivalent to Benadryl , Sudafed
      and Tylenol Cold).

    * Stomach remedies (i.e.. antacids, travel sickness).

The products are sold nationally, primarily under store-brand
labels and, to a lesser extent, under a control label, Health
Pharm.

These products are sold through mass merchandisers, grocery and
drug chains, convenience stores and warehouse clubs.

As of October 2, 2004, the stockholders' deficit shown on the
Company's balance sheet widened to $22,250,000 from an $18,712,000
deficit at January 3, 2004.


RECYCLED PAPERBOARD: U.S. Trustee Picks 5-Member Creditors Comm.
----------------------------------------------------------------
The United States Trustee for Region 3 appointed five creditors to
serve on the Official Committee of Unsecured Creditors of Recycled
Paperboard Inc. of Clifton's chapter 11 case:

   1. UGI Energy Services, Inc.
      Attn: Frank H. Markle
      1100 Brkshire Blvd., Ste. 305
      Wyomissing, Pennsylvania 19610
      Phone: 610-373-7999, Fax: 610-374-4288

   2. PSE&G
      Attn: Suzanne M. Klar, Esq.
      80 Park Plaza, T5D
      Newark, New Jersey 07102
      Phone: 973-430-6483, Fax: 973-645-1103

   3. Cellmark
      Attn: James Derrico
      80 Washington Street
      So. Norwalk, Connecticut 06854
      Phone: 203-299-5000, Fax: 203-299-5010

   4. Tidewater Fibre Corp
      Attn: Joseph A. Benedetto
      1958 Diamond Hill Road
      Chesapeake, Virginia 23324
      Phone: 757-543-5766, Fax: 757-543-9532

   5. T&M Trading, Inc.
      Attn: Billy J. Tuttle
      17 Village Court
      Hazlet, New Jersey 07730
      Phone: 732-203-1115, Fax: 732-264-2055

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 Clifton, New Jersey, Recycled Paperboard Inc.,
manufactures recycled mixed paper and newspaper to make index, tag
& bristol, and blanks.  The Company filed for chapter 11
protection on November 29, 2004 (Bankr. D.N.J. Case No. 04-47475).
David L.  Bruck, Esq., at Greenbaum, Rowe, Smith & Davis LLP,
represents the Debtor in its restructuring.  When the Debtor filed
for protection from its creditors, it listed total assets of
$17,800,000 and total debts of $41,316,455.


RELIANCE GROUP: Agrees to Allow Citicorp Claim for $438,979
-----------------------------------------------------------
As reported in the Troubled Company Reporter on Dec. 20, 2004,
Reliance Insurance Company leased all or portions of the 7th, 8th,
9th and 19th floors of a high rise office building located at
77 Water Street, in New York City from Citicorp North America,
Inc. For all four floors, RIC paid Citicorp $233,200 per month,
plus certain electricity charges. Prior to May 2001, RIC vacated
three floors of 77 Water Street and occupied only one floor.

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

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

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

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

                  Citicorp Objects to Treatment

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

                       Liquidator Responds

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

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

                         *     *     *

Pursuant to a stipulation, Citicorp North America and the
Liquidator, M. Diane Koken, agree that Citicorp will have an
allowed:

    -- administrative claim for $274,362 with a classification of
       Priority Level (a); and

    -- a general unsecured claim for $438,979, plus interest and
       attorneys' fees with a classification of Priority Level
       (e).

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


RITE AID: Fitch Assigns Low-B Ratings to Senior Notes
-----------------------------------------------------
Fitch Ratings assigned a 'B' rating to Rite Aid Corporation's 7.5%
$200 million senior secured notes due 2015.  The proceeds from the
issue will be used to repay the $170.5 million 7.625% senior
unsecured notes due April 2005 and the $38.1 million 6% senior
notes due December 2005.  These notes rank pari passu with the
company's outstanding secured notes. Fitch rates Rite Aid:

     -- $1.7 billion senior unsecured notes 'B-';
     -- $800 million senior secured notes 'B';
     -- $1.4 billion bank facility 'B+.'

The Rating Outlook is Stable.

The ratings reflect Rite Aid's improving operating performance,
strengthened debt profile, and positive industry fundamentals. The
ratings also consider the company's limited financial flexibility,
the competitive operating environment, and various industry
pricing pressures.


RITE AID: Moody's Places B2 Rating on $200M Senior Secured Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the $200 million
7.5% 2nd-lien senior secured note (2015) offering of Rite Aid
Corporation and affirmed all other ratings.  

Along with available cash, proceeds from the new debt will redeem
the $171 million 7.625% senior note (April 2005) issue and the
$38 million 6.0% fixed-rate senior note (Dec. 2005) issue.  

Limiting the ratings are the company's highly leveraged financial
condition and weak operations relative to its higher rated peers.  
The limited availability of alternate liquidity also constrains
the liquidity rating.  However, Moody's confidence that management
will continue to achieve the revenue and cash flow objectives
required to turn around the company's performance and the marginal
improvements in financial flexibility and liquidity afforded by
the new notes relative to the replaced debt benefit the ratings.  
The Speculative Grade Liquidity Rating considers that the company
currently has significant borrowing capacity available under the
Accounts Receivable Securitization Facility and the Revolving
Credit Facility.  The rating outlook is stable.

The rating assigned is:

   * $200 million 7.5% 2nd-lien senior secured notes (2015) at B2.

Ratings affirmed are:

   * $660 million 2nd-lien senior secured notes (comprised of
     2 previously existing issues) at B2,

   * $1.45 billion of senior notes (comprised of 9 separate
     issues) at Caa1,

   * $250 million of 4.75% convertible notes (2006) at Caa1,

   * Senior Implied Rating at B2, and the

   * Unsecured Issuer Rating at Caa1.

The Speculative Grade Liquidity rating is SGL-2.  Moody's will
withdraw the ratings on the 7.625% senior notes (2005) and 6.0%
fixed rate notes (2005) upon their retirement.  Moody's does not
rate the $1.4 billion 1st-Lien secured bank loan or the
$400 Accounts Receivable Securitization Facility.

The ratings recognizes Moody's expectation that operating
performance will further improve because:

   (1) debt protection measures remain weak on an absolute basis,

   (2) store performance (namely, average unit volume and
       store-level margin) is mediocre relative to the company's
       higher rated peers of Walgreen (senior unsecured Aa3) and
       CVS (senior unsecured A3), and

    (3) retail prescription market share has declined.

The historical inability to fund repair and maintenance capital
expenditures at the level of depreciation also adversely impacts
Moody's opinion of the company.

However, the fundamental ratings recognize Moody's opinion that
operating momentum will lead to progress in year-over-year cash
flow, liquidity, and debt protection measures.  The success at
emphasizing front-end sales, the importance of Rite Aid as the
third largest drug store chain and retailer of about 6% of the
prescription drugs dispensed in the U.S., and potential scale
advantages in purchasing, marketing, and information technology
also benefit Moody's perception of the company.

Moody's expectation that the company will generate enough
operating cash flow to support it's obligations over the next four
quarters and the liquidity cushion provided by $850 million of
Revolving Credit Facility availability and $65 million in Accounts
Receivable Securitization availability support the SGL-2.  Moody's
anticipates that the company will generate at least $700 million
in EBITDA for each of the Fiscal Years ending February 2005 and
February 2006.  However, constraining the rating are the limited
availability of alternate liquidity, given that virtually all
assets (including accounts receivable and inventory) already
secure debt and the challenges at complying with tightening bank
loan financial covenants.

The stable outlook considers Moody's opinion that the company will
comfortably meet its minimal obligations from internally generated
cash flow over at least the next 12 months.  Minimal obligations
include payment of cash interest expense, support of seasonal
working capital fluctuations, scheduled repayment of debt
principal, and capital investment.  Ratings could be lowered if
the pace of operating improvement slows down, the company cannot
resume a normal capital expenditure program over the
intermediate-term, or rolling over maturing debts becomes
problematic.  Another rating upgrade will require material
improvements in fixed charge coverage and leverage as well as
substantial progress at narrowing the operating performance gap
with its peers.

An upgrade of the SGL rating is unlikely until operating cash flow
significantly exceeds necessary cash outflows.  The SGL rating
would be lowered if the company utilized a significant proportion
of currently available liquidity for purposes such as
repurchasing/redeeming debt, fixed charge coverage, leverage, and
interest coverage do not improve as rapidly as mandated by bank
loan covenants, or operating cash flow does not continue growing.  
Enough liquidity is needed to accommodate seasonal working capital
fluctuations because pharmacy revenue is higher during the winter
months.

The B2 rating on the senior secured notes (includes the
$360 million 8.125% notes (2010), the $300 million 9.5% notes
(2011), and the new $200 million 7.5% notes (2015)) acknowledges
the second-lien on virtually all of the company's assets as well
as the guarantees of the company's operating subsidiaries.  In the
event of a hypothetical default, the company's assets would first
repay the bank loan.  Regardless, Moody's believes that collateral
value exceeds the secured debt commitment.

The Caa1 rating on the senior unsecured notes (comprised of
$1.45 billion of 9 different rated senior note issues plus the
$250 million of 4.75% convertible notes) considers their
contractual and structural subordination to the secured debt.  The
senior unsecured notes, through being issued at the holding
company level without guarantees from operating subsidiaries, are
also structurally subordinated to $827 million of vendor accounts
payable.  The company has repurchased $65 million of debt (face
value) on the open market through the first three quarters of
Fiscal 2005 and intends to redeem two senior note issues with
proceeds from the new second-lien notes.  Until the maturities of
the unsecured notes later in 2005, proceeds from the new secured
notes will temporarily pay down the revolving credit facility and
accounts receivable securitization facility.

The company's operating and debt protection measures have
significantly improved over the past several years, but lease
adjusted leverage of about 6 times is still high and fixed charge
coverage of about 1 ½ times is still low.  Operating margin
for the November 2004 quarter declined slightly relative to the
previous quarter, however, margin improved to 2.6% through the
first three quarters of the Fiscal Year ending February 2005
compared to 2.0% in the same period of the prior year.  During the
first three quarters, higher average unit volume in both the
front-end and pharmacy allowed better leveraging of fixed costs
and EBITDA margin (adjusted for one-time charges) improved to 4.4%
from 3.8% over the same periods.  Comparable store sales in
December 2004 declined relative to the same period of 2003.  In
Moody's opinion, capital investment must remain substantial given
that Rite Aid had underinvested in store remodels during the past
several years as evidenced by depreciation (currently about
$254 million) exceeding capital expenditures.  While recognizing
the current cash flow situation, the recent downward reduction in
capital expenditure guidance to $225-250 million from
$275-325 million will prove costly over the long-term in Moody's
opinion.

Rite Aid Corporation, with headquarters in Camp Hill,
Pennsylvania, is the third largest domestic drug store chain with
3363 stores in 28 states and the District of Columbia.  Revenue
for the twelve months ending Nov. 27, 2004 equaled $16.9 billion.


SCHLOTZSKY'S INC: Has Until Jan. 31 to File a Chapter 11 Plan
-------------------------------------------------------------
The Honorable Leif Clark of the U.S. Bankruptcy Court for the
Western District of Texas extended the period within which
Schlotzsky's, Inc., and its debtor-affiliates have the exclusive
period to file a chapter 11 plan through and including
January 31, 2005.  The Debtors have until March 31, 2005, to
solicit acceptances of that plan from their creditors.

This is the Debtors first extension of their exclusive periods.

The Debtors gave the Court five reasons militating in favor of the
extension of their exclusive periods:

   a) the Debtors' chapter 11 case is large and complex with:

        (i) a variety of secured creditors with different claims
            against assets and entities within the capital
            structure,

       (ii) numerous liens and claims against critical assets that
            involve creditors of non-debtor, affiliated entities
            over whom the Debtors have limited control and
            influence, and

      (iii) various dissident and sometimes rebellious franchisees
            spread across the U.S.;

   b) the extension will give the Debtors more time to formulate a
      plan of reorganization that is acceptable to their creditors
      and other parties in interest;

   c) the extension will give the Debtors more time to engage in
      the process of analyzing and reconciling all the claims
      filed by their creditors;

   d) the Debtors are paying all their postpetition debts as they
      become due; and  

   e) the Debtors will not use the extension to prejudice the
      legitimate interests of their creditors and other parties in
      interest.

Headquartered in Austin, Texas, Schlotzsky's, Inc. --
http://www.schlotzskys.com/-- is a franchisor and operator of  
restaurants.  The Debtors filed for chapter 11 protection on
August 3, 2004 (Bankr. W.D. Tex. Case No. 04-54504).  Amy Michelle
Walters, Esq., and Eric Terry, Esq., at Haynes & Boone, LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$111,692,000 in total assets and $71,312,000 in total debts.


SIX FLAGS: Launches Debt Offering to Repay Existing Indebtedness
----------------------------------------------------------------
Six Flags, Inc., (NYSE: PKS) has commenced an offering of
$195 million aggregate principal amount of its 9-5/8% senior notes
due 2014, pursuant to Rule 144A and Regulation S under the
Securities Act of 1933, as amended.  The notes will be issued as
additional debt securities under an indenture pursuant to which,
on December 5, 2003, the Company previously issued and sold $325
million aggregate principal amount of its 9-5/8% senior notes due
2014.

The net proceeds of the offering will be used to redeem all of the
Company's outstanding 9-1/2% senior notes due 2009, that have not
been previously called for redemption.

The securities to be offered have not been registered under the
Securities Act of 1933 and may not be offered or sold in the
United States, absent registration or an applicable exemption from
such registration requirements.

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

The information contained in this news release, other than
historical information, consists of forward-looking statements
within the meaning of Section 27A of the Securities Act and
Section 21E of the Exchange Act.  These statements may involve
risks and uncertainties that could cause actual results to differ
materially from those described in such statements.  Although Six
Flags believes that the expectations reflected in such forward-
looking statements are reasonable, it can give no assurance that
such expectations will prove to have been correct.

                        About the Company

Six Flags, Inc., -- http://www.sixflags.com/-- through its  
subsidiaries, own and operate a total of 31 parks in North America
and Europe.  Six Flags parks serve 34 of the 50 largest
metropolitan areas in the United States.  

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 16, 2004,
Standard & Poor's Ratings Services lowered its ratings on theme
park operator Six Flags, Inc., including its corporate credit
rating, which was lowered to 'B-' from 'B'.  The rating outlook
was revised from stable to negative.  The Oklahoma City,
Oklahoma-based company's total debt and preferred stock as of
September 30, 2004, was $2.4 billion.

"The downgrade is based on Six Flags' weaker-than-expected
operating outlook for the full year 2004 and its higher debt
leverage," said Standard & Poor's credit analyst Hal F. Diamond.


SOLUTIA INC: Forms Vydyne Automotive Global Team for Auto Segment
-----------------------------------------------------------------
Solutia, Inc., (OTC Bulletin Board: SOLUQ) disclosed the formation
of the Vydyne Automotive global development team, aimed at
increasing its presence in the global automotive segment.  Through
the implementation of this team, Solutia will offer a bundled
family of nylon based product solutions for the automotive market,
including resins for injection molded and extruded components, and
a portfolio of Technical Nylon Fibers (TNF) for high performance
tires, airbags, hoses, and high-end interiors.  For over 30 years,
Vydyne(R) has been the trade name for Solutia's injection molding
nylon resins.  Today, Solutia combined all of its nylon products
and automotive personnel to form a focused global team, Vydyne
Automotive.

"We are experiencing strong global sales of our nylon products and
have added individuals in North America, Europe, and Asia to
support the growth of our nylon products in automotive
applications," said Michael Colella, global commercial director
for Nylon Resins.  "We have unique core competencies and
capabilities that we are leveraging to help our customers design
new products and improve their time-to-market."

Vydyne(R) nylon resins are used in a variety of powertrain,
chassis, and interior and exterior vehicle applications such as
radiator end tanks, air pistons, fuel filler doors, release
levers, exterior mirror brackets, oil filler tubes, and power
steering reservoirs.

"The Vydyne Automotive marketing effort offers us an excellent
opportunity to showcase the breadth of nylon products and services
we have for the OEM, Tier 1 and 2, and replacement automotive
markets," said John Jurecko, automotive marketing for nylon
resins.  "In addition, we are placing an increased emphasis on
product development efforts and are planning a commercial launch
of several new products in early 2005."

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


STERLING FINANCIAL: Hosting 4th Qtr. Conference Call on Jan. 31
---------------------------------------------------------------
Sterling Financial Corporation (Nasdaq: STSA) will release fourth
quarter earnings at 6:30 a.m. PT on Monday, Jan. 31, 2005.  The
company will host a conference call for investors later that day
at 11:00 a.m. PT to discuss the company's financial results.  To
participate in the conference call, domestic callers should dial
630-395-0018 approximately five minutes before the scheduled start
time.  You will be asked by the operator to identify yourself and
provide the password "STERLING" to enter the call.  A continuous
replay will be available approximately one hour following the
conference call and may be accessed by dialing 203-369-0619.  The
continuous replay will be offered through Monday, Feb. 28, 2005 at
5:00 p.m. PT.

Additionally, Sterling's 2004 fourth quarter earnings conference
call is being made available on-line at the company's website
http://www.sterlingsavingsbank.com/ To access this audio  
presentation call, click on "Investor Relations" then click on the
live audio webcast icon.

                       About the Company

Sterling Financial Corporation of Spokane, Washington, is a
unitary savings and loan holding company, which owns Sterling
Savings Bank.  Sterling Savings is a Washington State-chartered,
federally insured stock savings association, which opened in April
1983.  Sterling Savings, based in Spokane, Washington, has
branches throughout Washington, Oregon, Idaho and Montana.  
Through Sterling's wholly owned subsidiaries, Action Mortgage
Company and INTERVEST-Mortgage Investment Company, it operates
loan production offices in Washington, Oregon, Idaho, Arizona and
Montana.  Sterling's subsidiary Harbor Financial Services provides
non-bank investments, including mutual funds, variable annuities
and tax-deferred annuities, through regional representatives
throughout Sterling Savings' branch network.

                         *     *     *

As reported in the Troubled Company Reporter on July 22, 2004,
Fitch Ratings has upgraded the long-term rating of Sterling
Financial Corporation to 'BB+' from 'BB'.  All other ratings have
been affirmed by Fitch.

Additionally, Fitch has assigned ratings to Sterling Savings Bank,
including an investment grade long-term deposit rating of 'BBB-'.


SUNSTRAND DEVELOPMENT: List of Largest Unsecured Creditor
---------------------------------------------------------
Sunstrand Development Corporation released a list of its Largest
Unsecured Creditor:

    Entity                       Nature Of Claim    Claim Amount
    ------                       ---------------    ------------
Small Business Administration    SBA Loan               $429,418
c/o Joel R. Nathan               Value of Security:
Assistant U.S. Attorney          $1,900,000
219 South Dearborn Street,
Suite 500
Chicago, Illinois 60604


Headquartered in Elgin, Illinois, Sunstrand Development
Corporation filed for chapter 11 protection on December 7, 2004
(Bankr. N.D. Ill. Case No. 04-45020).  Michael J. Chmiel, Esq., at
Chmiel & Matuszewich represents the Debtor in their restructuring
efforts.  When the Debtor filed for protection from their
creditors, it listed $2,641,226 in assets and $2,329,419 in debts.


UGS CORP: Acquisition Plans Spur Moody's to Affirm Low-B Ratings
----------------------------------------------------------------
Moody's Investors Service placed the subordinated debt ratings of
UGS Corp. on review for possible downgrade, and affirmed the
company's other ratings following the announcement of UGS'
intention to acquire Tecnomatix Technologies.  

The affirmations reflect Moody's expectations that UGS' metrics
will marginally decline following the acquisition but will remain
within an appropriate range for the senior implied and secured
debt ratings.  The review for possible downgrade of the
subordinated notes reflect the potential for that rating to
decline if UGS uses debt to finance the $228 million price,
representing a multiple of about 20 times Tecnomatix' estimated
trailing twelve month EBITDA.  (This is based on historical
information and does not include potential synergies following the
acquisition.)  These ratings are affected:

Debt affirmed:

   * Senior implied rating of B1;

   * $125 million senior secured revolving credit facility rated
     B1;

   * $500 million senior secured term loan rated B1;

   * Speculative Grade Liquidity Rating of SGL-3.

The outlook of the affirmed debt remains stable.  The secured debt
and senior implied ratings both benefit from the full enterprise
value of the consolidated entity through guarantees of domestic
subsidiaries, bolstered by royalty agreements between domestic and
foreign entities which transfer much of the benefit of
international operations to the U.S. Secured lenders also benefit
from a pledge of 65% of the stock of foreign subsidiaries.  The
affirmations also recognize UGS' good performance since its sale
by EDS in May 2004 and the potential strategic benefit of
acquiring Tecnomatix, while noting UGS' high leverage and modest
coverage, the potential for earnings volatility, and a lack of
material cash flow generation available to reduce debt in the near
term.

Debt placed on review for possible downgrade:

   * $550 million of senior subordinated notes rated B3;

   * Senior unsecured issuer rating of B2.

The ratings, which rank below the secured debt have been weakly
positioned, and per Moody's press release of May 2004, they are
particularly sensitive to:

   (1) changes in credit and operating metrics as a result of UGS'
       corporate structure,

   (2) weak bond covenant protections, and

   (3) a large amount of secured debt combined with a small amount
       of tangible assets.

Moody's believes that bondholders could experience material loss
of principal in a distressed scenario.

UGS' complex corporate structure limits the support available to
all rated debt, but particularly to the subordinated bondholders.   
An increase in secured or unsecured debt without a substantial
increase in guarantor support would effectively subordinate
bondholders further behind secured debt and subsidiary
obligations.  Tecnomatix is an Israeli corporation, and Moody's
assumes that, as a subsidiary, it will not meaningfully increase
the level of domestic guarantees available to bondholders.

Moody's review will focus:

   (1) on the actual changes to UGS' corporate structure and
       consolidating financial statements;

   (2) on the financing options which UGS will choose for the
       acquisition;

   (3) on the actual changes to debt and operating metrics; and

   (4) on the potential for Tecnomatix' operating contribution to
       improve following its integration into UGS.

UGS Corp. is headquartered in Plano, Texas.  The company is one of
the leading providers of product lifecycle management software.   
Twelve-month revenues are estimated to be about $1 billion for the
year ending December 2004.


US AIRWAYS: Labor Group to Vote on Revised Labor Pacts on Jan. 21
-----------------------------------------------------------------
US Airways, Inc., reported that the International Association of
Machinists and Aerospace Workers -- IAM -- agreed to put out for
separate ratification votes revised company proposals on new labor
agreements for the mechanic and related, fleet service, and
maintenance training specialist workgroups.  The IAM has agreed to
complete the ratification votes by Friday, Jan. 21, 2005.

Judge Stephen S. Mitchell of the U.S. Bankruptcy Court for the
Eastern District of Virginia ruled in favor of the company's
request to reject the IAM's current collective bargaining
agreements and to permit termination of the company's three
mainline defined benefit plans.

US Airways will delay implementation of the court ruling as
applied to the IAM collective bargaining agreements until after
the ratification process has been completed, in the hope that all
proposals will be ratified.  The company will, however, proceed
with respect to the court's granted relief that involves
termination of the three mainline defined benefit pension plans,
and will start working with the Pension Benefit Guarantee Corp. to
begin the orderly transfer of the plans.

The company had pending before the court a motion for permanent
relief from the existing labor agreements with the IAM, as well as
for relief with respect to retiree medical benefits and
termination of the mainline defined benefit plans.  All other US
Airways workgroups -- the Air Line Pilots Association - ALPA, the
Association of Flight Attendants - AFA, the Communications Workers
of America - CWA, and three units of the Transport Workers Union -
TWU -- had ratified new labor agreements and were no longer
included in the company's request.  In addition, the company
reached settlements with current retirees and the IAM concerning
the relief it had sought for retiree medical benefits.

The company said that it was hopeful of ratification of all three
IAM proposals.

"We have worked very hard to craft alternative proposals that
still meet the company's cost savings targets, but preserve jobs
and pay as much as possible," said Jerrold A. Glass, US Airways
senior vice president - employee relations.  "Regrettably, we
cannot save every job and every function, and these employees,
like all other workgroups, must share in the changes that the
company needs to make.  But we are quite hopeful that our
employees will see these proposals as viable alternatives, and
they will quickly be ratified."

Mr. Glass said that the IAM will be providing its members a
detailed analysis of the proposals, but among the key provisions:

    Mechanics & Related workgroup:

      * Pay rates for mechanics would be significantly better than
        the current pay that reflects a 21 percent temporary cut;

      * Heavy maintenance on Airbus narrowbody aircraft will be
        brought in-house and certain Boeing 737 work will continue
        to be done in-house.  Widebody heavy maintenance and other
        work to be specified, including some Boeing 737 inspection
        activity, will be done using outside maintenance vendors;

      * Base maintenance will continue to be performed in
        Charlotte, North Carolina, and Pittsburgh;

      * Line maintenance positions will increase with anticipated
        schedule changes in 2005;

      * Utility classification and certain utility positions will
        be preserved at base maintenance facilities only, with
        other utility and cleaning services to be outsourced; and

      * IAM employees displaced by outsourcing will be offered
        existing and future fleet service positions.

    Fleet Service workgroup:

      * Pay rates for fleet service employees at hubs and major
        stations would be significantly better than the current
        pay that reflects a 21 percent temporary pay reduction;

      * Most existing fleet service work will be preserved;

      * A majority of scope provisions will remain unchanged
        except the right to outsource fleet work at the smaller
        cities and a second-tier pay scale for medium-sized
        cities; and

      * Continuation in the pre-existing IAM multi-employer
        national pension plan at unreduced levels.

Overall, these three workgroups include approximately 8,500
employees.  If the agreements are ratified and implemented, the
company said that the majority of IAM jobs will be preserved.

"We need the support and participation of our employees to
complete our transformation into a competitive airline," said Mr.
Glass.  "The announcements by other airlines this week further
underscore the rapid changes that are taking place.  I believe our
employees understand the gravity of the situation, and will
support these proposals as the best way to send a message to our
customers and the financial community that we are united in our
efforts to be successful."

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: Asks Court to Extend Plan Filing Period to March 31
---------------------------------------------------------------
Pursuant to Section 1121(b) of the Bankruptcy Code, US Airways,
Inc., and its debtor-affiliates have the exclusive right for 120
days after their bankruptcy petition date to file a plan of
reorganization.  The Debtors have 180 days from the Petition Date
to solicit and obtain acceptances of a plan. The Debtors'
exclusive period to file a plan expires on January 10, 2005, and
the period to solicit acceptances expires  on March 11, 2005.

Against this backdrop, the Debtors ask the United States
Bankruptcy Court for the Eastern District of Virginia to extend
their exclusive period to file a plan of reorganization to
March 31, 2005, and the period to solicit acceptances to
June 30, 2005.

Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado,
notes that the Debtors are obligated under the Global Settlement
with General Electric Capital Corporation to file a plan and
disclosure statement by February 15, 2005, and February 18, 2005,
respectively.  The Debtors anticipate meeting these deadlines.  
Just to be safe, the Debtors would like an extension of the
Exclusive Periods.

The Debtors' request will be heard at the next hearing on
January 27, 2005.  In view of the 17-day gap between the
expiration of the Exclusive Periods and the hearing, the Debtors
also ask the Court for a bridge order until the time the Court
rules on the request.  An extension through the January hearing
will not prejudice the rights of any party-in-interest.

Mr. Leitch reminds the Court that the Debtors are making progress
in their implementation of the Transformation Plan.  The Debtors,
while working to stabilize their operations, have taken many
significant steps to facilitate their emergence from chapter 11 as
a stronger, financially sound and competitive airline.

The Debtors do not plan to seek further extensions.  The request
should provide a sufficient buffer for contingencies that may
arise, as well as an opportunity to obtain the input of the
estates' other stakeholders before finalizing the plan.

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


US AIRWAYS: Wants to Modify CWA Collective Bargaining Agreements
----------------------------------------------------------------
US Airways, Inc., and its debtor-affiliates seek the permission of
U.S. Bankruptcy Court for the Eastern District of Virginia to
enter into modifications of their collective bargaining agreement
with the Communications Workers of America, AFL-CIO.  Brian P.
Leitch, Esq., at Arnold & Porter, in Denver, Colorado, recounts
that on October 22, 2004, the Debtors delivered a Section 1113
Proposal to the CWA.  After numerous meetings, on Dec. 2, 2004,
the CWA and the Debtors agreed to certain modifications to the CWA
collective bargaining agreement.  The CWA membership ratified the
Agreement on December 23, 2004.

The Agreement covers four areas:

  1) Pay -- The Agreement reduces pay for CSA/RSA/Club
     Representatives/CTO and CSS/Lead employees starting
     January 1, 2005.  These employees will be paid at a
     seniority level one step lower than their current level, and
     will remain at that level for the next two years.  On
     January 1, 2008, the top pay rate will be increased.  The
     Agreement reduces pay for the CAR, DMSC and BCC employees by
     12.9% and freezes their current seniority pay for two years.
     The Agreement freezes the seniority pay step for MidAtlantic
     Airways and Mainline Express employees for two years.  Other
     additional premium pay items will be eliminated or reduced.
     General increases to pay scales contained in the current
     agreements will be replaced with these increases:

         January 1, 2009 by 3.0%;
         January 1, 2010 by 4.0%;
         January 1, 2011 by 4.0%; and
         January 1, 2012 by 2.0%

  2) Productivity -- The Agreement modifies the work rules on
     holidays, vacation accrual, sick leave and part-time
     employees.  The Agreement provides for an "early out"
     program to reduce the potential for furloughing CWA-
     represented employees.  Employees recalled from furlough
     that substitute for an employee participating in the early
     out will be paid at the first step of the seniority
     classification pay scale.  Employees recalled from furlough
     that substitute for an employee that is not an early out,
     will have their pay seniority reduced by the number of years
     furloughed.  

  3) Benefits -- The Agreement modifies the Defined Contribution
     Plan, reducing employer contributions to a flat rate of 3%
     of pay for Mainline and Mainline Express CWA employees.  The
     Agreement eliminates the current base and match for the
     Defined Contribution Plan.  The Agreement modifies medical
     benefits for pre-65 future retirees and eliminates medical
     benefits for post-65 future retirees.

  4) Scope -- The Agreement lifts or modifies various
     restrictions regarding minimum aircraft in the Debtors'
     fleet, furloughs and outsourcing of Reservations, Dividend
     Miles Service Center and Baggage Call Center work.  The
     Agreement creates a Work at Home program for RSAs, who will
     be paid at a reduced rate compared to mainline RSAs.  The
     Agreement creates a "Ready Reserve" classification, which
     will modify pay and benefits.

The Agreement provides profit sharing for CWA-represented
employees, subject to certain conditions.  If the conditions are
met, the Debtors' profit sharing pool will be established at 10%
of pretax profit for pretax margins ranging from 0.1% to 5.0%, and
at 25% of pretax profit in excess of a pretax margin of 5%.  The
CWA's portion of the profit sharing pool will be proportionate to
the CWA's share of the cost savings achieved through the
Transformation Plan.

Potential CWA equity participation remains to be determined, based
on the actions of other stakeholders.  If the CWA elects profit
sharing, it must waive any claim to any new equity issued during
these proceedings.

Mr. Leitch explains that retiree health benefits for future
retirees were modified only because the CWA declined to serve as
the "authorized representative" for current retirees.  The
Agreement does not address current retirees.  The valuation of the
Agreement substitutes a "plug" number to modify current retiree
benefits, which must be sought pursuant to Section 1114.  

Mr. Leitch tells the Court that the modified collective bargaining
agreement addresses the Debtors' financial, transformational and
labor relations imperatives in a manner that will best serve the
interests of the bankruptcy estates, the CWA and its members.  The
Agreement will provide the Debtors' estates with approximately
$130,000,000 in cost savings in 2005, with increased amounts in
future years, except the final year of the contract.  The
Agreement will provide immediate and long-term cash savings, plus
the flexibility to implement the Transformation Plan.

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


UTILITY CORPORATION: Declares $0.118 Monthly Dividend
-----------------------------------------------------
The Board of Directors of Utility Corp. declared a regular
dividend distribution of $0.118 per Class C Share payable on
January 31, 2005 to holders of record at the close of business on
January 17, 2005.

Shareholders are entitled to receive dividends as declared by the
Board of Directors of Utility Corp. It is the Company's policy to
declare and pay equal monthly dividends on the outstanding Class C
Shares based on dividends received and interest earned less
expenses.

Utility Corp. is a mutual fund corporation whose investment
portfolio consists primarily of publicly listed common shares of
selected Canadian utility companies.  The Class C Shares of
Utility Corp. are listed for trading on The Toronto Stock Exchange
under the symbol UTC.C.

As of September 30, 2004, the Company's balance sheet shows an
accumulated deficit totaling $2,036,972 and a $43,088
stockholders' deficit.  


VANDERBILT MORTGAGE: Fitch Withdraws Ratings on 21 Classes
----------------------------------------------------------
Fitch Ratings has affirmed 112 classes of 12 Vanderbilt Mortgage
Finance -- VMF -- manufactured housing securitizations.  Included
in the affirmations are 21 classes that had previously been on
Rating Watch Evolving, and are being removed.  The
12 transactions represent Fitch's entire VMF portfolio and affect
approximately $1.2 billion in outstanding principal.

To date, losses allocated to the trust on VMF securitizations have
been low due to VMF's practice of purchasing defaulted loans,
which were originated through CHI's sale center, out of the trust
prior to liquidation.

Although there has been and continues to be no obligation on the
part of VMF to buy such loans out of its programs, these actions
have permitted credit enhancement in the programs to at least
double, and in some cases triple, over time.  Pool factors (the
percentage of mortgage loan principal outstanding to original
mortgage loan principal) range from as low as 22.75% on the most
seasoned 1998-A Group 1 transaction to 55.69% on the 2001-B
transaction.

Fitch's affirmation of the ratings on these transactions takes
into account the support provided by VMF, and as such places a
good deal of emphasis on the historical and expected performance
of the notes rather than that of the loans.  However, it should be
noted that in the event that this support wanes or ceases
entirely, these classes would be subject to a rating evaluation
that would shift its emphasis to the historical and expected
performance of the collateral itself.

Fitch's initial loss severity assumptions did not rely upon VMF's
ability to make full remaining principal balance payments to the
trust on defaulted loans.  Rather, they were in line with
historical loss severities for an experienced vertically
integrated company, such as CHI.

From 1998 to the middle of 2000, each Fitch-rated VMF transaction
was structured with two groups.  Group 1 of each transaction
generally comprised fixed-rate bonds collateralized with fixed-
rate collateral and Group 2 comprised floating-rate bonds
collateralized with adjustable-rate collateral.

Fitch has taken the following actions on Vanderbilt Mortgage and
Finance Manufactured Housing:

     1998-A, Group 1:
     
          -- Classes IA-4 and IA-5 affirmed at 'AAA';
          -- Class IA-6 affirmed at 'AA-';
          -- Class IB-1 affirmed at 'BBB'.
     
     1998-A, Group 2:
     
          -- Class IIA-1 affirmed at 'AAA';
          -- Class IIB-1 affirmed at 'AA';
          -- Class IIB-2 affirmed at 'BBB+';
     
     1998-B, Group 1:
     
          -- Classes IA-4 and IA-5 affirmed at 'AAA';
          -- Class IA-6 affirmed at 'AA-';
          -- Class IB-1 affirmed at 'BBB'.
     
     1998-B, Group 2:
     
          -- Class IIA-1 affirmed at 'AAA';
          -- Class IIB-1 affirmed at 'AA';
          -- Class IIB-2 affirmed at 'BBB+';
     
     1998-C, Group 1:
     
          -- Classes IA-3 through IA-5 affirmed at 'AAA';
          -- Class IA-6 affirmed at 'AA-';
          -- Class M is affirmed at 'A'
          -- Class IB-1 affirmed at 'BBB'.
     
     1998-C, Group 2:
     
          -- Class IIA-1 affirmed at 'AAA';
          -- Class IIB-1 affirmed at 'AA';
          -- Class IIB-2 affirmed at 'BBB+';
          
     1998-D, Group 1:
     
          -- Class IA-1 affirmed at 'AAA';
          -- Class IA-2 affirmed at 'AA-';
          -- Class IM-1 affirmed at 'A';
          -- Class IB-1 is affirmed at 'BBB';
          
     1998-D, Group 2:
     
          -- Class IIA-1 affirmed at 'AAA';
          -- Class IIB-1 affirmed at 'AA';
          -- Class IIB-2 affirmed at 'BBB+';
          
     1999-A, Group 1:
     
          -- Classes IA-3 to IA-5 affirmed at 'AAA';
          -- Class IA-6 affirmed at 'AA-';
          -- Class IM-1 affirmed at 'A';
          -- Class IB-1 affirmed at 'BBB'.
     
     1999-A, Group 2:
     
          -- Class IIA-1 affirmed at 'AAA';
          -- Class IIB-1 affirmed at 'AA';
          -- Class IIB-2 affirmed at 'BBB+';
          
     1999-B, Group 1:
     
          -- Classes IA-4 to IA-6 affirmed at 'AAA';
          -- Class IA-7 affirmed at 'AA-';
          -- Class IM-1 affirmed at 'A';
          -- Class IB-1 affirmed at 'BBB'.
          
     1999-B, Group 2:
     
          -- Class IIA-1 affirmed at 'AAA';
          -- Class IIB-1 affirmed at 'AA';
          -- Class IIB-2 affirmed at 'BBB+';
          
     1999-C, Group 1:
     
          -- Classes IA-3 to IA-4 affirmed at 'AAA';
          -- Class IA-5 affirmed at 'AA-';
          -- Class IM-1 affirmed at 'A';
          -- Class IB-1 affirmed at 'BBB'.
          
     1999-C, Group 2:
     
          -- Class IIA-1 affirmed at 'AAA';
          -- Class IIB-1 affirmed at 'AA';
          -- Class IIB-2 affirmed 'BBB+';
          
     1999-D, Group 1:
     
          -- Classes IA-3 and IA-4 affirmed at 'AAA';
          -- Class IA-5 affirmed at 'AA-';
          -- Class IM-1 affirmed at 'A';
          -- Class IB-1 affirmed at 'BBB'.
          
     1999-D, Group 2:
     
          -- Class IIA-1 affirmed at 'AAA';
          -- Class IIB-1 affirmed at 'AA';
          -- Class IIB-2 affirmed at 'A+';
          -- Class IIB-3 affirmed 'BBB+';
          
     2000-A, Group 1:
     
          -- Classes IA-3 and IA-4 affirmed at 'AAA';
          -- Class IA-5 affirmed at 'AA-';
          -- Class IM-1 affirmed at 'A';
          -- Class IB-1 affirmed at 'BBB'.
          
     2000-A, Group 2:
     
          -- Class IIA-1 affirmed at 'AAA';
          -- Class IIB-1 affirmed at 'AA-';
          -- Class IIB-2 affirmed at 'BBB';
          
     2000-C:
     
          -- Class A ARM affirmed at 'AAA';
          -- Classes A-3 and A-4 affirmed at 'AAA';
          -- Class A-5 affirmed at 'AA-';
          -- Class M-1 affirmed at 'A';
          -- Class B-1 affirmed at 'BBB', removed from Rating
             Watch Negative.     
     
     2000-D:
     
          -- Classes IA-3 and A-4 affirmed at 'AAA';
          -- Class IA-5 affirmed at 'AA-';
          -- Class IM-1 affirmed at 'A';
          -- Class B-1 affirmed at 'BBB', removed from Rating
             Watch Negative.
     
     2001-B:
     
          -- Classes IA-2 to A-4 affirmed at 'AAA';
          -- Class IA-5 affirmed at 'AA';
          -- Class IM-1 affirmed at 'A';
          -- Class B-1 affirmed 'BBB', removed from Rating Watch
             Negative.
     
As of Jan. 14, 2004, a total of 21 subordinate classes were
secured by a guarantee provided by CHI.  When Berkshire acquired
CHI, these classes were placed on Credit Watch Evolving.  After a
review of the acquisition, Fitch is no longer able to maintain an
opinion on the financial strength of CHI as separate entity and
has therefore withdrawn the ratings on these classes:

     -- Series 1998-A, Group 1 Class IB-2 rated 'BB+'
     -- Series 1998-A, Group 2 Class IIB-3 rated 'BBB'
     -- Series 1998-B, Group 1 Class IB-2 rated 'BB+'
     -- Series 1998-B, Group 2 Class IIB-3 rated 'BBB'
     -- Series 1998-C, Group 1 Class IB-2 rated 'BB+'
     -- Series 1998-C, Group 2 Class IIB-3 rated 'BBB'
     -- Series 1998-D, Group 1 Class IB-2 rated 'BB+'
     -- Series 1998-D, Group 2 Class IIB-3 rated 'BBB'
     -- Series 1999-A, Group 1 Class IB-2 rated 'BB+'
     -- Series 1999-A, Group 2 Class IIB-3 rated 'BBB'
     -- Series 1999-B, Group 1 Class IB-2 rated 'BB+'
     -- Series 1999-B, Group 2 Class IIB-3 rated 'BBB'
     -- Series 1999-C, Group 1 Class IB-2 rated 'BB+'
     -- Series 1999-C, Group 2 Class IIB-3 rated 'BBB'
     -- Series 1999-D, Group 1 Class IB-2 rated 'BB+'
     -- Series 1999-D, Group 2 Class IIB-4 rated 'BBB'
     -- Series 2000-A, Group 1 Class IB-2 rated 'BB+'
     -- Series 2000-A, Group 2 Class IIB-3 rated 'BBB'
     -- Series 2000-C Class B-2 rated 'BB+'
     -- Series 2000-D Class B-2 rated 'BB+'
     -- Series 2001-B Class B-2 rated 'BB+'


VISUAL BIBLE: Auditors Raise Going Concern Doubt
------------------------------------------------
Visual Bible International, Inc., had approximately $83,625 in
cash and cash equivalents, exclusive of a cash escrow amount of
$291,976 and a working capital deficit of $9,873,467 at
September 30, 2004.  The primary source of liquidity to meet
Company obligations during the three months ended September 30,
2004, was provided from funds made available relating to the sales
of DVD/video units of The Gospel of John.

For fiscal year 2004, management anticipates cash needs of
approximately $6,250,000, consisting of approximately $750,000 for
marketing of The Gospel of John, approximately $2,000,000 relating
to operations, approximately $3,500,000 earmarked for reduction of
liabilities, exclusive of payments of interest and principal
relating to the debentures, which was subject to a Forbearance
Agreement until July 31, 2004.  Management expects these cash
needs to be funded by collection of accounts receivable
principally arising from sales of DVD/video units of The Gospel of
John, additional sales of DVD/video units and other sources of
capital.  Without the collection of the accounts receivables,
additional sales and other sources of capital, revenue from
operations will not be sufficient to sustain the Company's current
working capital obligations and requirements.

                      Going Concern Doubt

As reported in the audit report on the financial statements of the
Company for the fiscal year ended December 31, 2003, dated
May 22, 2004 and included within the Company's Form 10-KSB filing
for 2003 the financial statements have been prepared assuming that
the Company will continue as a going concern for which there exist
substantial doubt.

Visual Bible International, Inc., is a global faith-based media
company, which has secured the exclusive visual and digital rights
to popular versions of the Bible.  The Company has produced and
successfully released the word-for-word books of Matthew and Acts
and a production of a word-for-word film adaptation of The Gospel
of John was released during September 2003.


W.R. GRACE: Town of Acton Says Disclosure Statement is Inadequate
-----------------------------------------------------------------
The Town of Acton, Massachusetts contends that the Disclosure
Statement of W.R. Grace & Co., and its debtor-affiliates does not
contain "adequate information," as that term is defined in Section
1125 of the Bankruptcy Code, concerning the Town's claim and its
potential impact on the Plan.

According to the Disclosure Statement, the Debtors "estimate that
there are no allowed secured claims as of the Effective Date."  It
is unclear from the Disclosure Statement, however, whether the
efficacy of the Debtors' Plan depends on the accuracy of that
"estimate."

In accordance with its request for stay relief and for related
determinations, the Town recently made an actual sewer assessment
of $3,691,692 with respect to the six parcels of land owned by the
Debtors.  Under Massachusetts General Laws, because the Town
recorded the orders for constructions of the sewer prepetition in
the appropriate Massachusetts registries of deeds, the Town's
claim for the actual sewer assessment is secured by duly perfected
and validly enforceable liens on the six parcels of land.

Although neither the Disclosure Statement nor the Plan
specifically refer to its claim, the Town infers that the Debtors
do not consider the Town's claim to be secured.  While the Debtors
may "estimate" that the Town's claim is not secured, for a
reasonable investor of each voting class to make an informed
judgment about the Plan's efficacy, the Debtors should disclose to
the creditors the existence and amount of the Town's asserted
secured claim and the impact, if any, on the Debtors' Plan if the
Town's claim is allowed as a secured claim.

Thus, the Town asks the U.S. Bankruptcy Court for the District of
Delaware to require the Debtors to amend their Disclosure
Statement so as to reveal that the Town has asserted a $3,691,692
secured claim and determine the impact the Town's claim -- as a
secured claim -- will have on the Debtors'
Plan.

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)


W.R. GRACE: State of Montana Objects to Disclosure Statement
------------------------------------------------------------
The State of Montana Department of Environmental Quality,
Department of Public Health and Human Services, and Risk
Management and Tort Defense Division ask the U.S. Bankruptcy Court
for the District of Delaware not to approve the Disclosure
Statement of W.R. Grace & Co., and its debtor-affiliates.

On March 23, 2003, MDEQ timely filed several proofs of claim each
totaling $8,510,022 for the costs of remediating contamination by
tremolite asbestos, a hazardous or deleterious substance,
resulting from the mining of asbestos-contaminated vermiculite
from Zonolite Mountain, and the processing, transportation and
disposal of asbestos-contaminated substances in or near Libby,
Montana and Troy, Montana.

The Health Department timely filed two proofs of claim against the
Debtors on March 23, 2003, for $11,824,887 and $3,817,681 for the
cost of future and past Medicaid reimbursement.  The Health
Department's proofs of claim were based on a federal statute as
well as common law claims, civil federal racketeering, negligence,
unjust enrichment, civil conspiracy, strict liability and
deceptive trade practices.

The Defense Division timely filed a proof of claim on
March 25, 2003, asserting claims against the Debtors for
contribution and indemnification as a result of a lawsuit filed by
nine individuals, all of whom were diagnosed with asbestos
disease, against the State of Montana and other defendants.  An
action, which was filed by miners who had worked at the Libby,
Montana facility, originally sued the Debtors for their failure to
provide a safe working environment.  However, the Debtors'
bankruptcy stayed any action against them.  The miners then sued
the State in the Montana State Court, alleging that it negligently
failed to warn them of the known dangers to all mine workers and
their families, resulting to suffered injuries and damages.  The
District Court granted the State's request to dismiss, concluding
that the State had no legal right duty to the miners.  The miners
appealed the decision to the Montana Supreme Court, which issued
an opinion on December 14, 2004, reversing and remanding the
District Court's dismissal of the action.

The State notes that the Debtors' Disclosure Statement provides a
description of their business, asbestos liability and ongoing
litigation.  However, there is no discussion of any of the State's
claims against the Debtors and how they will be treated under the
Plan.  Specifically, there is no discussion on the miners
litigation and the Debtors' potential responsibility for damages
nor is there any discussion of the Debtors' liability for Medicaid
reimbursement.

The Plan and Disclosure Statement currently provide for the
treatment of holders of general unsecured claims.  Presumably, the
State's claims are included within that class.  Yet, the Debtors
fail to discuss the State's position that it is prohibited from
accepting stock and corporation as payment of a debt and how its
claims will be treated under the Plan as a result of that
prohibition.

The State also avers that the release, discharge, injunction and
exculpation language set forth in the Disclosure Statement should
acknowledge and provide that the State is not precluded from
enforcing any environmental claims and consent decrees that it may
have with respect to the Debtors.  Similarly, the Disclosure
Statement should also discuss the Debtors' obligations to comply
with all applicable state and federal environmental laws.

Moreover, the Disclosure Statement fails to discuss and explain
that the provisions automatically releasing creditor claims
against the non-debtor are inconsistent with Third Circuit law and
incorrectly imply that these non-debtors are not subject to
potential environmental liabilities.  The Debtors fail to disclose
how those provisions violate Sections 524(e) of the Bankruptcy
Code as well as district law.  Courts within the Third Circuit
have held that non-consensual non-debtor releases are not
permitted under the Bankruptcy Code.

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)


WISTON XIV LIMITED: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Wiston XIV Limited Partnership
        dba Candletree Apartments
        16012 Metcalf Avenue, Suite 300
        Stilwell, Kansas 66085

Bankruptcy Case No.: 05-80037

Chapter 11 Petition Date: January 5, 2005

Court: District of Nebraska (Omaha)

Debtor's Counsel: Robert V. Ginn, Esq.
                  Brashear & Ginn
                  711 North 108th Court
                  Omaha, NE 68154
                  Tel: 402-348-1000
                  Fax: 402-348-1111

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 6 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Hertz Equipment Rental Corp.                Unknown
3817 NW Expressway
Oklahoma City, OK 73112

Janet Isley                                 Unknown
4733 Pasadena Circle
Omaha, NE 68134

Jansen International                        Unknown
c/o Tom Krautner
922 West Greens Road
Houston, TX 77067

Nicole Miklas                               Unknown
11114 Docatur Plaza #402
Omaha, NE 68154

Lewis, Rice & Fingersh                      $62,096

R&A Construction, Inc.                      $16,029


YOUTHSTREAM MEDIA: Look for Form 10-K Annual Report on January 13
-----------------------------------------------------------------
YouthStream Media Networks, Inc., has incurred a delay in
assembling the information required to be included in its
September 30, 2004, Form 10-K Annual Report.  The Company expects
to file its September 30, 2004, Form 10-K Annual Report with the
Securities and Exchange Commission by January 13, 2005.

During the fiscal year ended September 30, 2004, the Company
conducted all of its business operations through a wholly owned
subsidiary, Beyond the Wall, Inc.  On February 25, 2004, the
Company sold substantially all of the assets of this subsidiary to
Clive Corporation, Inc., and 1903 West Main Street Realty
Management, LLC, which also assumed certain of the liabilities
related to the business.  The Company had previously discontinued
its business operations that were not sold in this transaction.  
Net cash proceeds from the sale of the business were approximately
$820,000.

The Company's consolidated financial statements for the fiscal
year ended September 30, 2004, will reflect the operations of this
business as a discontinued operation through February 25, 2004.
The Company's consolidated financial statements for the fiscal
year ended September 30, 2003, will be restated to reflect the
operations of this business as a discontinued operation.

As a result of the sale of the Company's remaining business
operations in February 2004, the Company expects to report no
revenues from continuing operations and a reduced net loss for the
fiscal year ended September 30, 2004, as compared to the fiscal
year ended September 30, 2003.

YouthStream Media Networks, Inc., operates a retail business,
Beyond the Wallr (also known as Trent Graphics), which sells
decorative wall posters and related items through a chain of
retail stores and on-campus sales events.

At June 30, 2004, YouthStream Media's balance sheet showed a
$12,855,000 stockholders' deficit, compared to a $10,699,000
deficit at Sept. 30, 2003.


YUKOS OIL: Will Pursue Damages for Automatic Stay Violations
------------------------------------------------------------
Yukos Oil Company issued a notice to all persons and entities who
participated in the December 19, 2004, auction of the stock of
Yuganskneftegas that is owned by Yukos Oil Company to Baikal
Finance Group, or who may participate in consummation of the sale
or purchase of that Stock, or the financing of that transaction,
or in other actions that interfere with the property of Yukos'
bankruptcy estate.

The advertisements were placed in Thursday's global editions of
the Financial Times, Wall Street Journal, New York Times, and
International Herald Tribune.  The ads also appeared in Russia's
dailies Izvestiya and the Moscow Times.  A full copy of the
advertisement may be viewed at http://www.yukosbankruptcy.com/

Zack A. Clement, Esq., at Fulbright & Jaworski, LLP, in Houston,
Texas, relates that the Temporary Restraining Order issued by the
Court on December 16, 2004, was requested by Yukos to supplement
and specifically enforce the automatic stay of Section 362 of the
Bankruptcy Code, pursuant to an injunction issued under Section
105 of the Bankruptcy Code, to try to stop the conduct of the
Auction.

United States law gives the U.S. Bankruptcy Court for the
Southern District of Texas in Houston, exclusive jurisdiction over
the property of Yukos' Chapter 11 estate "wherever located."
Under the law, an automatic stay went into immediate effect when
the company filed for bankruptcy on December 14, 2004.  The
automatic stay protects the company's assets through the
bankruptcy process.  It prevents creditors from collecting claims
(including tax claims) that arose prior to the bankruptcy filing
or from taking "possession" or "control" of Yukos property covered
under the filing.

The automatic stay and the Court's December 16 Temporary
Restraining Order barring the auction was violated when
Gazpromneft and Baikal Finance Group participated in the auction
on December 19.  Even though the TRO expired, the automatic stay
remains in force indefinitely through the bankruptcy process and
until lifted or amended by the Court.  Though Baikal Finance
Group, a previously unknown company, emerged as the winning bidder
in the auction, days later its shares were transferred to or
purchased by Rosneft, a government-owned oil company, itself set
to be acquired by Gazprom.

Yukos believes that the terms of the TRO apply to actions that
were taken by various parties at the Auction, including by Baikal
Finance Group, and to actions taken to consummate the sale of the
Stock and related transactions.  In any event, the TRO does not
limit the general application of the automatic stay.

Yukos asserts that the Stock is a property of its bankruptcy
estate, and that the Auction was a violation of the automatic
stay, which became immediately effective when Yukos filed for
bankruptcy.

Mr. Clement notes that if sale of the Stock is consummated, it
will damage Yukos in excess of $20 billion.

Yukos will pursue one or more damage recovery actions in forums
Yukos believes appropriate to redress the damage against any party
who have participated in, and do in the future participate in:

   (1) the Auction;

   (2) the financing of the sale or purchase of the Stock;

   (3) the closing of the sale or purchase of the Stock;

   (4) any agreements concerning subsequent transactions relating
       to the Stock or its value, including agreements to
       transfer some or all of the Stock to other Parties, to
       merge with other Parties so that they will benefit from
       the value of the Stock, or other transactions whose intent
       or effect is to achieve similar economic result, or the
       financing of any transactions;

   (5) any actions to sell or purchase the stock Yukos owns in
       Tomskneft or in Samaraneftegaz, or any other Yukos
       Subsidiary, or the financing of any transactions;

   (6) any actions to interfere with Yukos' employment
       relationships with its employees;

   (7) any other actions to obtain possession or control of
       property of Yukos' Chapter 11 estate;

   (8) any actions to collect against Yukos on a claim arising
       before the Petition Date; or

   (9) any other actions violating Section 362(a).

Yukos will choose when, and in what forums, it will pursue the
Recovery Actions and will file and add substantive pleadings and
parties in the Recovery Actions as it learns more about the
actions of parties in connection with interference with the
property of its Chapter 11 bankruptcy estate.

Yukos also filed a Report Concerning the Violations of the
Automatic Stay and Non-Compliance with Court Orders.  A full-text
copy of that Report is available at no charge at:

    http://yukosbankruptcy.com/pdf/Report%20on%20Stay.pdf

Headquartered in Houston, Texas, Yukos Oil Company --
http://www.yukos.com/-- is an open joint stock company existing  
under the laws of the Russian Federation.  Yukos is involved in
the energy industry substantially through its ownership of its
various subsidiaries, which own or are otherwise entitled to enjoy
certain rights to oil and gas production, refining and marketing
assets.  The Company filed for chapter 11 protection on Dec. 14,
2004 (Bankr. S.D. Tex. Case No. 04-47742).  Zack A. Clement, Esq.,
C. Mark Baker, Esq., Evelyn H. Biery, Esq., John A. Barrett, Esq.,
Johnathan C. Bolton, Esq., R. Andrew Black, Esq., Fulbright &
Jaworski, LLP, represent the Debtor in its restructuring efforts.  
When the Debtor filed for protection from its creditors, it listed
$12,276,000,000 in total assets and $30,790,000,000 in total
debts.  (Yukos Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


YUKOS OIL: Missed Interest Payment Cues Moody's to Junk Ratings
---------------------------------------------------------------
Moody's Investors Service downgraded the senior implied rating of
Yukos Oil Company to Ca from Caa2.  The company's senior unsecured
issuer rating was also downgraded to Ca from Caa3.  Both ratings
have a stable outlook.  Moody's does not rate any specific debt in
relation to Yukos.

Moody's action follows reports that Yukos has missed an interest
payment on its syndicated bank facility on December 27, 2004, and
Moody's expectation of the reduced weighted average recovery
potential for all of Yukos' financial creditors following the
forced sale of its main production asset, Yuganskneftegaz.  The
largest part of the company's financial debt relates to secured
facilities once totaling USD 2.6 billion, which are secured by
export proceeds and were originally guaranteed by some of Yukos'
main production assets, including Yuganskneftegaz.  
Yuganskneftegaz was recently sold to recover some of the
back-dated tax claims made against Yukos.  Moody's believes that
parts of these facilities have been paid off over recent months
from secured export proceeds.  However, with the loss of
Yuganskneftegaz and the magnitude of remaining tax claims, the
prospect for further immediate debt repayments has diminished
considerably.  A portion of the facilities is fully supported by
the Menatep Group - Yukos' main shareholder - whilst the remainder
is related to western banks.  Moody's has assumed that the
recovery probability for the Menatep Group could be further
impaired by actions taken by the Russian government, while
recovery for the banks is likely to be considerably higher.  This
assumption of different recovery for different classes of debt
weighs negatively on Moody's overall view on average
recoverability.  The ultimate repayment modus is now likely to be
determined by the Russian government, given that state-owned
Yuganskneftegaz remains the guarantor of the debt.

Yukos Oil Company (OAO NK Yukos), headquartered in Moscow, was one
of Russia's largest vertically integrated oil company's with
production of 310 million barrels of oil and 3.27 billion cubic
meters of gas during the first six months of 2004.  With the
auction of its main subsidiary Yuganskneftegaz in December 2004,
Yukos lost approximately 60% of its oil production and reserves.


ZENITH NATIONAL: Fitch Holds BB+ Rating on Preferred Securities
---------------------------------------------------------------
Fitch Ratings affirmed the 'A-' insurer financial strength --IFS
-- ratings of Zenith National Insurance Corp.'s three insurance
subsidiaries, Zenith Insurance Company, ZNAT Insurance Company,
and Zenith Star Insurance Company.  Fitch also affirmed Zenith
National's long-term issuer rating of 'BBB-', convertible senior
note rating of 'BBB-', and the 'BB+' rating of Zenith National
Insurance Capital Trust I securities.  The Rating Outlook is
Stable.

The ratings reflect Zenith's disciplined underwriting focus,
improved underwriting results, and strong capitalization.
Partially offsetting these positives are business line and
geographical concentration risks and underwriting losses prior to
the most recent periods.

Fitch expects Zenith to further improve its niche position as a
workers' compensation insurer in a few select states, primarily in
California and Florida, where approximately 69% and 17%,
respectively, of the company's workers' compensation premium was
earned in 2004.  The company also has reinsurance operations that
selectively underwrite worldwide assumed treaty reinsurance of
property losses from catastrophes and large property risks.

Zenith's competitive strategy focuses on profitability through
maintaining underwriting discipline and pricing risks accordingly,
with a key operating goal to achieve a combined ratio of 100% or
lower.  The company does not set growth targets and is not a low-
cost provider, allowing premium volume to fluctuate based on
market conditions.

In 2003, Zenith returned to underwriting profitability with a
statutory combined ratio of 93.7%.  This follows a trend of
improving combined ratios from 130.7% in 2000 to 114.5% in 2001
and 104.6% in 2002.  The dramatic improvement in the combined
ratio has been driven by a significant drop in the loss ratio as
higher pricing trends have more than offset negative claims
severity trends.  Through the first nine months of 2004 the
statutory combined ratio was 89.9%, which included $18.5 million
pre-tax of estimated catastrophe losses in the reinsurance segment
for the third-quarter hurricanes.

Insurance company statutory surplus has increased dramatically in
recent years from $254 million at year-end 2001 to $544 million as
of Sept. 30, 2004, driven by the improved operating results in
addition to capital contributions from Zenith National.

Zenith National's capital mix is prudent, consisting of 19%
convertible senior notes, 9% hybrid trust preferred, and 72%
common equity at Sept. 30, 2004.  The senior notes have been
convertible into common stock since the first quarter of 2004.

Entity/Issue/Type Action Rating/Outlook:

     Zenith National Insurance Corp.
         
            -- Long-term issuer Affirm 'BBB-'/Stable;
            -- $125 million 5.75% convertible senior notes due
               March 30, 2023, affirm 'BBB-'/Stable.

     Zenith National Insurance Capital Trust I

            -- $59 million 8.55% trust preferred securities due
               Aug. 1, 2028, affirm 'BB+'/Stable.

     Zenith Insurance Company

            -- Insurer financial strength Affirm 'A-'/Stable.

     ZNAT Insurance Company

            -- Insurer financial strength Affirm 'A-'/Stable.

     Zenith Star Insurance Company

            -- Insurer financial strength Affirm 'A-'/Stable.


* BOOK REVIEW: American Economic History
----------------------------------------
Author:     Seymour E. Harris
Publisher:  Beard Books
Paperback:  572 pages
List Price: $34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/158798136X/internetbankrupt

Review by Gail Owens Hoelscher

A classic text on a fascinating topic by a host of notable authors
is again in print.  American Economic History is a collection of
15 studies of the economic development of the United States from
about 1800 to the late 1950s, written by 20 prominent and diverse
20th century thinkers.  The authors show America to be, in the
words of contributor Arthur Schlesinger, Jr., "a compact example
of the growth of an underdeveloped country into a great and rich
industrial state."  

The chapters are divided into four topics: major issues, policy
issues, determinants of income, and regional growth.  The section
on major issues includes an compelling discussion by Mr.
Schlesinger called "Ideas and the Economic Process."  In it, he
claims that the contribution to our unprecedented growth by the
"unfettered individual," the "genius" personage of the American
businessman, has been exaggerated, while the roles of public
policy and the influx of ideas and capital from abroad have been
diminished.  Mr. Schlesinger concludes that "(t)he ability to
change one's mind (which is easier in a society in which people
have the freedom to think, inquire and speculate) turns out, in
the last analysis, to be the secret of American economic growth,
without which resources, population, climate and the other
favoring factors would have been of no avail."  To complete this
section, Alfred H. Conrad discusses income growth and structural
change over time, and Peter B. Kenan undertook a statistical
survey of growth in population, transportation, output, wealth,
and industry.

The second part deals with policy. J. G. Gurley and E. S. Shaw
discuss the history of U.S. monetary policy, concluding that  "the
failure to manufacture enough money may bring on recession and
stultify economic growth, (but) it is also clear that merely
manufacturing money is not enough." Mr. Harris devotes a chapter
to fiscal policy, defined as an attempt "to adapt tax, spending,
and debt policies to the needs of the economy."  He agrees with
Herbert Hoover, in that "when the private economy was foundering,
it was the task of the government to increase the total amount of
purchasing power at the disposal of the people," and the "medicine
for recession was to cut taxes and increase the total amount of
spending." Asher Achinstein chronicles economic fluctuations in
the U.S., and Douglass C. North the role of the U.S. in the
international economy.  G. A. Lincoln, W. Y. Smith, and J. B.
Durst recount the effects of war and defense on the economy.

Part Three deals with determinants of income. In it are thorough
discussions of population and immigration (Elizabeth W. Gilboy and
Edgar M. Hoover); patterns of employment (Stanley Lebergott);
natural resource policies ( Joseph L. Fisher and Donald J.
Patton); transportation (Merton J. Peck); trade unionism and
collective bargaining (Lloyd Ulman); and agriculture (John D.
Black).  The writers discuss the historic linkages between and
among population growth, construction, and transportation growth.
Messrs. Fisher and Patton lament the lack of serious effort to
conserve resources until the first quarter of the 20th century.
Professor Ulman concludes that collective bargaining contributed
much to the growth of fringe benefits.  Professor Black charts the
decline in relative importance of the agricultural sector. The
book ends with a chapter on regional income trends, 1840-1950, by
Richard A. Easterlin.

Seymour E. Harris (1897-1974), earned undergraduate and doctoral
degrees from Harvard University.  He was chairman of the
Department of Economics at Harvard and the University of
California, San Diego.  Advisor to numerous government officials,
he was editor of the Review of Economics and Statistics from 1943
to 1964 and associate editor of the Quarterly Journal of Economics
from 1947 to 1974.


                          *********

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 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.


                *** End of Transmission ***