TCR_Public/050110.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Monday, January 10, 2005, Vol. 9, No. 7

                          Headlines

471 EQUITIES INC: Voluntary Chapter 11 Case Summary
ACCEPTANCE INSURANCE: Files for Chapter 11 Protection in Nebraska
ACCEPTANCE INSURANCE: Case Summary & Largest Unsecured Creditors
AERO PLASTICS: Case Summary & 20 Largest Unsecured Creditors
AEROSPACE ENG'G.: Case Summary & 31 Largest Unsecured Creditors

AMERICAN INT'L: Subsidiary Completes Sale of Lake Charles Refinery
A.P.I. INC: Case Summary & Largest Creditors & Asbestos Claimants
ATA AIRLINES: DOT Okays Code Share Agreement with Southwest
BERWALD PARTNERSHIP: Disclosure Statement Hearing Set for Feb. 1
BRANDYWINE HOLDINGS: Fitch Downgrades Subsidiaries' Rating to 'B-'

BRIDGEPOINT TECHNICAL: Jerry Lewis Approved as Debtor's Accountant
BRIDGEPOINT TECHNICAL: Wants Until Jan. 31 to File a Chap. 11 Plan
BRISTOL CDO: S&P Places Ratings on CreditWatch Negative
CATELLUS DEVT: S&P Upgrades Corporate Credit Rating to BBB-
CENTURY INDEMNITY: S&P Puts Ratings on CreditWatch After Downgrade

CLEARLY CANADIAN: Completes CDN$258,750 Equity Private Placement
COOPER COS: Pays $600 Mil. Cash to Stockholders Following Merger
CROSSROADS CHRISTIAN: Voluntary Chapter 11 Case Summary
DELTA AIR: Bestfares.com Says Airfare Cuts to Challenge Carriers
ENER1 INC: Distributes 5 Million Shares of Splinex Common Stock

E*TRADE FINANCIAL: Promotes Lou Klobuchar, Jr., to President
FEDERAL-MOGUL: Court Adjourns Jan. 13 & 14 Confirmation Hearings
FINOVA GROUP: Court Enters Final Decree Closing Six Cases
FLYI INC: Executes Agreement with Executive VP Richard J. Surratt
FLYI INC: William Anthony Rice Resigns as Board of Director

FRIEDMAN'S: Amends Vendors' Secured Trade Credit Program Agreement
GENERAL NUTRITION: Intends to Offer $150 Mil. Sr. Notes Due 2011
GOLD RUSH II: Case Summary & 12 Largest Unsecured Creditors
HAPPY KIDS: Court Approves Proskauer Rose as Bankruptcy Counsel
HARRAH'S ENTERTAINMENT: Schedules Conference Call on Feb. 2

INTERSTATE BAKERIES: Judge Venters Approves Bidding Protocol
IMPAC CMB: S&P Affirms Low-B Ratings on Bond Classes F & G
INSIGHT COMMS: Cancels $4.3M Employee Loans in Exchange for Shares
INTEGRATED ELECTRICAL: Names David Miller as Senior VP & CFO
ISLE OF CAPRI: Moody's Rates Proposed $650M Sr. Sec. Debt at Ba2

IWO HOLDINGS: Bankruptcy Services Approved as Noticing Agent
IWO HOLDINGS: Has Until March 7 to File Bankruptcy Schedules
JAPAN PACIFIC: Lowndes Drosdick Approved as Examiner's Counsel
KAISER ALUMINUM: Disclosure Statement Trial Continued to Feb. 23
KMART HOLDING: Syndicating $4 Billion Revolving Credit Facility

L-3 COMMUNICATIONS: S&P Lifts Corporate Credit Rating to BBB-
LAIDLAW INT'L: Posts $30.4M Net Income for First Quarter of 2005
MILESTONE SCIENTIFIC: Amex Delisting Stock Due to Equity Shortfall
NATIONAL CENTURY: Trust Asks Court to Vacate Protective Orders
NATIONAL MENTOR: Fourth Quarter Revenues Up 9.5% to $168.9 Million

MIDWAY MOTORS: GMAC Says It's Disappointed With Ohio AG's Lawsuit
MURANO APARTMENTS: Case Summary & 16 Largest Unsecured Creditors
NDCHEALTH CORP: Moody's Reviewing Low-B Ratings & May Downgrade
NDCHEALTH CORP: Moody's Reviewing Low-B Ratings & May Downgrade
NORTEL NETWORKS: Look Out for 2003 Annual Report Today

PARMALAT USA: Disclosure Statement Hearing Scheduled for Wednesday
PRINCIPAL AT-RISK: Moody's Assigns Ba2 Rating to $150 Mil. Notes
RAYOVAC CORP: Moody's Revises Outlook on Low-B Ratings to Stable
RUSS TRANSMISSION: Case Summary & 9 Largest Unsecured Creditors
SCHUFF INT'L: SEC Grants Voluntary Delisting from AMEX

SENECA GAMING: S&P Revises Outlook on Low-B Ratings to Negative
SHAW GROUP: Siemens Power Acquires Power Technologies' Assets
SIX FLAGS: S&P Junks Privately Placed $195 Mil. 9.625% Sr. Notes
SOLUTIA: Asks Court to Stretch Lease Decision Period to May 16
SUPER STRUCTURE: Case Summary & 12 Largest Unsecured Creditors

TECO ENERGY: Fitch Holds Low-B Ratings on Sr. Debt & Pref. Stock
TELEGLOBE: Creditors Meeting Jan. 26 & Sanction Hearing Feb. 8
THISTLE MINING: Gets Order to Begin Restructuring Under CCAA
TORCH OFFSHORE: Files for Chapter 11 Protection in E.D. Louisiana
TORCH OFFSHORE: Case Summary & 30 Largest Unsecured Creditors

TUCSON ELECTRIC: S&P Holds Low-B Ratings & Says Outlook is Stable
TV AZTECA: Fitch Withdraws 'B+' Rating on $300 Mil. Senior Notes
UAL CORP: AMFA Submits Tentative Agreement for Membership Vote
US AIRWAYS: IAM Sends Out Revised Labor Pacts for Members' Votes
US AIRWAYS: December 2004 Passenger Load Factor Down by 2.2%

US AIRWAYS: Wants to Purchase Three Bombardier Regional Jets
VISION METALS: Prepares to Wrap Up Chapter 11 Proceeding
W.R. GRACE: Maryland Casualty Objects to Disclosure Statement
YUKOS OIL: Deutsche Bank AG Wants Order Clarifying Stay Denied

* Alvarez & Marsal Expands Real Estate Advisory Services Group
* Kamakura Says Corporate Credit Quality Up in December
* BOND PRICING: For the week of January 10 - January 14, 2005

                          *********

471 EQUITIES INC: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: 471 Equities, Inc.
        471 Lenox Avenue
        New York, New York 10037

Bankruptcy Case No.: 05-10124

Type of Business: The Debtor is a real estate investor.

Chapter 11 Petition Date: January 7, 2005

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Larry Ivan Glick, Esq.
                  Larry I. Glick, P.C.
                  1305 Franklin Avenue, Suite 180
                  Garden City, New York 11530
                  Tel: (516) 739-1111
                  Fax: (516) 739-0896

Total Assets: $1,900,000

Total Debts:  $1,300,000

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


ACCEPTANCE INSURANCE: Files for Chapter 11 Protection in Nebraska
-----------------------------------------------------------------
Acceptance Insurance Companies Inc., the parent company of
Acceptance Insurance Company, filed a voluntary petition for
reorganization under Chapter 11 of the United States Bankruptcy
Code in the United States Bankruptcy Court for the District of
Nebraska on Jan. 7, 2005.  Two of AICI's non-insurance company
subsidiaries, Acceptance Insurance Services, Inc., and American
Agrisurance, Inc., have also filed voluntary petitions for
liquidation under Chapter 7 of the United States Bankruptcy Code.

"We want to emphasize that the filings by AICI, AIS and AmAg do
not involve Acceptance Insurance Company," said John E. Martin,
Chief Executive Officer of AICI.  "Acceptance Insurance Company
will remain under the supervision of the Nebraska Department of
Insurance.  Pursuant to the McCarran Ferguson Act, the Bankruptcy
Court has no jurisdiction or authority over the assets or
operations of Acceptance Insurance Company.  In short, we do not
anticipate that the bankruptcy filings by AICI, AIS and AmAg will
affect in any way the operations of Acceptance Insurance Company
or its ability to promptly satisfy its obligations."

AICI intends to remain in business during the Chapter 11
reorganization process.  The reorganization is focused upon
maximizing the value of AICI's assets for the benefit of its
creditors.  AICI is considering strategic alternatives available
to it, including the potential sale of all or a portion of its
assets.  AICI has no intent to alter or affect the current
operations of Acceptance Insurance Company.

The documents filed by AICI, AIS and AmAg in the Bankruptcy Court
are available for review.  These documents may be reviewed at the
office of the Clerk of the Bankruptcy Court or may be viewed at
the Bankruptcy Court PACER website at https://ecf.neb.uscourts.gov/
on the Internet.  If interested, individuals will need to contact
the administrator of the PACER court records system at
1-800-676-6856 to get an Internet password to gain online access
to the AICI documents.

Headquartered in Council Bluffs, Iowa, Acceptance Insurance
Companies Inc. -- http://www.aicins.com/-- owns, either directly
or indirectly, several companies, one of which is an insurance
company that accounts for substantially all of the business
operations and assets of the corporate groups.  AICI filed for
chapter 11 protection (Bankr. D. Nebr. Case No. 05-80059) while
two of its non-insurance company subsidiaries filed for chapter 7
protection (Bankr. D. Nebr. Case No. 05-80056 and 05-80058) on
Jan. 7, 2005.  John J. Jolley, Jr., Esq., at Kutak Rock represents
the Debtors in their bankruptcy cases.  When the Company filed for
protection from its creditors, it listed $33,069,446 in total
assets and $137,120,541 in total liabilities.

The Troubled Company Reporter initiated coverage of Acceptance
Insurance on July 19, 2002, when Fitch Ratings cut the rating on
the $94.875 million of trust preferred securities issued by AICI
Capital Trust to junk levels.

The Nebraska Department of Insurance issued an Order of
Supervision to Acceptance's crop insurance subsidiary, American
Growers Insurance Company in Nov. 2002.  Prior to that action by
the State, AGIC tried to sell its crop insurance assets to Rain
and Hail L.L.C.  The USDA Risk Management Agency blocked that
transaction.


ACCEPTANCE INSURANCE: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Acceptance Insurance Companies Inc.
        300 West Broadway, Suite 1600
        Council Bluffs, Iowa 51503

Bankruptcy Case No.: 05-80059

Debtor affiliates filing separate chapter 7 petitions:

      Entity                                     Case No.
      ------                                     --------
      Acceptance Insurance Services, Inc.        05-80056
      American Agrisurance, Inc.                 05-80058

Type of Business: The Debtor owns, either directly or indirectly,
                  several companies, one of which is an insurance
                  company that accounts for substantially all of
                  the business operations and assets of the
                  corporate groups.  See http://www.aicins.com/

Chapter 11 Petition Date: January 7, 2005

Court: District of Nebraska (Omaha Office)

Debtors' Counsel: John J. Jolley, Jr., Esq.
                  Kutak Rock
                  1650 Farnam
                  Omaha, NE 68102
                  Tel: 402-346-6000
                  Fax: 402-346-1148

Total Assets: $33,069,446

Total Debts:  $137,120,541

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Stephen J. Lococo             Security                $5,494,532
681 Hackberry Road
Omaha, NE 68132

IRA FBO Peter Coolidge        Security                $4,893,461
Pershing LLC as Custodian
Rollover Account
10 Gracie Square Apt 6-G
New York, NY 10028

Mark H. Tallman               Security                $2,310,296
2800 Kucera Drive
Lincoln, NE 68502

Mammel Family Foundation      Security                $1,794,875
8805 Indian Hills Drive 375
Omaha, NE 68114

Paoli Popcorn Co. Inc.        Security                $1,551,263
Attn: Pam Soper
P.O. Box 40
North Loup, NE 68859

Ross F. Hamacheck IRRA        Security                $1,342,458
FBO Ross F. Hamacheck
75 W End Ave #R23A
New York, NY 10023

Alan S. Parsow Sep IRA        Security                $1,321,901
Ameritrade Inc. Custodian
P.O. Box 818
Elkhorn, NE 68022

Mr. Robert J. Stetson         Security                $1,212,754
6800 Del Norte Lane #238
Dallas, TX 75225

Stephen A. Childs             Security                $1,061,159
115 13th Street
Del Mar, CA 92014

FMT Co Cust IRA Rollover      Security                $1,000,522
FBO David G. Pirrung
13117 Sargas Street
Raleigh, NC 27614

David L. Brandt               Security                  $949,495
826 N. Jackson Street
Arlington, VA 22201

Thomas E. Sieckmann PSP       Security                  $924,725
FBO Thomas E. Sieckmann
TD Waterhouse Bank Custodian
18401 Poppleton Circle
Omaha, NE 68130

Wilshire Insurance Company    Security                  $912,597
IAT Reinsurance Company
48 Wall Street 30th Floor
New York, NY 10005

Central States Health & Life  Security                  $909,565
Co.
Attn: Jaime Amodeo
P.O. Box 34350
Omaha, NE 68134

Guarantee & Trust Co. TTEE    Security                  $818,609
Crowell Weedon & Co DEF COMP
FBO: Robert Harris Hassan
Trust DTD 11/1/84
30007 Trail Creek Drive
Agoura Hills, CA 91301

David G. Pirrung              Security                  $757,971
Katherine S. Pirrung
13117 Sargas Street
Raleigh, NC 27614

James A. Betts                Security                  $757,971
Elizabeth C. Betts
3209 Millstream Place
Raleigh, NC 27609

IRA FBO Anthony S. Jacobs     Security                  $636,696
Pershing LLC as Custodian
Rollover Account
95 Dell Place
Glencoe, IL 60022

Brush & Co.                   Security                  $615,472
P.O. Box 40
North Loup, NE 68859

Wells Fargo Bank Rollover     Security                  $579,090
Brian R. Randall
8116 43rd St. CT. NW
Gig Harbor, WA 98335


AERO PLASTICS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Aero Plastics, Inc.
        163 Pioneer Drive
        Leominster, Massachusetts 01453

Bankruptcy Case No.: 05-60451

Type of Business: The Debtor manufactures household products.
                  See http://www.aeroplastics.com/

Chapter 11 Petition Date: January 6, 2005

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: J. Michael Lamberth, Esq.
                  Lamberth, Cifelli, Stokes, & Stout, PA
                  East Tower, Suite 550
                  3343 Peachtree Road, North East
                  Atlanta, GA 30326
                  Tel: 404-262-7373

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Total Petrochemicals USA, Inc.           $1,847,827
P.O. Box 932437
Atlanta, GA 31193

Resin Distribution Inc.                  $1,370,025
1 Sculley Rd.
Molumco Park
Ayer, MA 01432

Advantage Polymers                         $697,594
P.O. Box 3447
Boston, MA 02241

Basell USA, Inc.                           $666,170
Po Box 905019
Charlotte, NC 28290

Osterman And Co.                           $570,812
Dept. 2257
135 S. Lasalle St
Palatine, IL 60074

International Paper                        $567,841
P.O. Box 644095
Pittsburgh, PA 15264

The Dow Chemical Company                   $554,454
7719 Collection Center Dr.
Chicago, IL 60693

Performance Polymers Inc.                  $434,676
803r Lancaster St.
Leominster, MA 01453

Cam Nip Management LLC                     $241,002

Matrix Polymers                            $231,468

Thornton & Company Inc.                    $190,950

Shaw Polymers, LLC                         $183,124

Manner Resins                              $171,766

Cove Four-Slide & Stamping                 $161,233

Stone Container Corp.                      $156,124

Interstate Restoration Group               $155,000

Polamer, Inc.                              $146,926

Central Georgia EMC SEDC                   $138,225

Goldmark                                   $116,643

American Express                           $116,168


AEROSPACE ENG'G.: Case Summary & 31 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Aerospace Engineering & Research Associates, Inc.
        4550 Forbes Boulevard, Suite 310
        Lanham, Maryland 20706

Bankruptcy Case No.: 05-10241

Type of Business: The Debtor designs and develops next generation
                  air traffic control and management systems.
                  See http://www.freeflight.com/

Chapter 11 Petition Date: January 5, 2005

Court: District of Maryland (Greenbelt)

Judge: Nancy V. Alquist

Debtor's Counsel: James Greenan, Esq.
                  McNamee, Hosea, Jernigan, Kim,
                  Greenan & Walker, P.A.
                  6411 Ivy Lane, Suite 200
                  Greenbelt, MD 20770

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 31 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Internal Revenue Service      secured claims            $756,587
Insolvency Department
31 Hopkins Plaza - Rm. 1140
Baltimore, MD 21201

SBA                           Secured claims            $718,523
P.O. Box 740192
Atlanta, GA 30374

Lonnie Bowlin                 Unsecured claims          $403,627
700 Woodland Way
Owings, MD 20737

Comptroller of the Treasury   Priority claims           $117,408
for the State of Maryland

George Hill                   Unsecured claims           $50,000

Diverified International      Unsecured claims           $45,000
Data Sciences

Derry Court Associates        Unsecured claims           $26,597

Fidelity Institutional        Unsecured claims           $21,048
Operations Co.

American Receivable Corp.     Secured claims             $17,500

Optimum Choice, Inc.          Unsecured claims            $7,181

MAMSI Life & Health Ins. Co.  Unsecured claims            $6,682

Office Depot                  Unsecured claims            $5,391

Dell Commerical Credit        Unsecured claims            $2,660

Fidelity Institutional        Unsecured claims            $2,481
Operations Co.

Aero-Tech Communications      Unsecured claims            $1,278

First Colony Life Insurance   Unsecured claims            $1,912
Co.

Maryland Office of            Priority claims               $932
Unemployment Ins.

Allegiance Telecom of         Unsecured claims              $552
Maryland, Inc.

Jeppesen Sanderson, Inc.      Unsecured claims              $500

Prince Georges' County        Priority claims               $481
Treasury Div.

MHM Business Services, Inc.   Unsecured claims              $250

IKON Financial Services       Unsecured claims              $249

Internal Revenue Service      secured claims                $241

Joe Ragan's Coffee            Unsecured claims              $160

IEEE Member Services          Unsecured claims              $151

BCE Corporation               Unsecured claims              $130

DHL Express                   Unsecured claims               $39

UPS                           Unsecured claims               $32

DHL Express                   Unsecured claims               $26

FedEx                         Unsecured claims               $15

Maryland Rev. Admin           Priority claims                 $0


AMERICAN INT'L: Subsidiary Completes Sale of Lake Charles Refinery
------------------------------------------------------------------
American International Petroleum Corporation (OTC: AIPN) and
American International Refinery, Inc., a wholly owned subsidiary
of AIPC, said on December 31, 2004, AIRI consummated the sale of
its Lake Charles Refinery and all associated real and personal
property to Pelican Refining Company L.L.C. for $9 million in
cash.

Pelican Refining Company L.L.C. is owned by NuCoastal Refining and
Marketing Company and BayOil (USA) Limited.  The sale was
conducted pursuant to an auction process under the supervision of
the United States Bankruptcy Court for the Western District of
Louisiana, Lake Charles Division.  On December 9, 2004, the
Bankruptcy Court approved the sale, subject to certain closing
terms and conditions, including closing of the sale by the end of
2004.  AIRI used the proceeds from the sale transaction to pay
certain Bankruptcy Court approved obligations, including payment
of its bankruptcy expenses, real property taxes, environmental
fees, and payment of approximately $4.6 million to its secured
lender, Halifax Fund LP, pursuant to a settlement agreement among
AIRI, AIPC and Halifax approved by the Bankruptcy Court.  This
sale and settlement fully satisfies all obligations of AIRI and
AIPC to Halifax.  Neither AIPC nor AIRI expect proceeds from the
sale to be available for distribution to their common
stockholders.

Headquartered in Lake Charles, Louisiana, American International
Petroleum Corporation is a petroleum company which, through
certain subsidiaries, is involved in oil and gas exploration and
development in Kazakhstan.  The Company, together with its wholly
owned subsidiary, American International Refinery, Inc., filed for
chapter 11 protection on Oct. 7, 2004 (Bankr. W.D. La. Case No.
04-52479).  Robin B. Cheatham, Esq., and Dean W. Ferguson, Esq.,
at Adams & Reese LLP represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they estimated total assets between $1 million to
$10 million, and total debts between $10 million to $50 million.


A.P.I. INC: Case Summary & Largest Creditors & Asbestos Claimants
-----------------------------------------------------------------
Debtor: A.P.I., Inc.
        fka API Construction Company
        2366 Rose PL
        St. Paul, Minnesota 55113

Bankruptcy Case No.: 05-30073

Type of Business: The Debtor is a wholly owned subsidiary of
                  APi Group, Inc., and is an industrial
                  insulation contractor.
                  See http://www.apigroupinc.com/

Chapter 11 Petition Date: January 5, 2005

Court: District of Minnesota (St. Paul)

Judge:  Chief Judge Gregory F. Kishel

Debtor's Counsel: James L. Baillie, Esq.
                  Faye Knowles, Esq.
                  Fredrikson & Byron, PA
                  200 South 6th Street, Suite 4000
                  Minneapolis, Minnesota 55402-1425
                  Tel: (612) 492-7013

Total Assets: $34,702,179

Total Debts:  $63,000,000

A.P.I. Inc. reports that its UNSECURED creditor constituency
consists of approximately 400 holders of asbestos-related personal
injury claims.

A.P.I. Inc. reports that it owed $63,000,000 to these
SECURED creditors on account of guarantees of borrowings by
APi Group, Inc.:

Claim Amount   Secured Creditor
------------   ----------------
  $2,000,000   CM Life Ins Co
               c/o David Babson & Co Inc
               1295 State St
               Springfield, MA 01111

               Represented by: Jeffrey M Schwartz, Esq.
                               Gardner Carton & Douglas LLP
                               191 N Wacker Drive Suite 3700
                               Chicago, IL 60606

  $2,000,000   Companion Life Ins Co
               The Chase Manhattan Bank
               4 New York Plaza - 11th Fl
               New York, NY 10004

               Represented by: Jeffrey M Schwartz, Esq.
                               Gardner Carton & Douglas LLP
                               191 N Wacker Drive Suite 3700
                               Chicago, IL 60606

  $9,000,000   LaSalle Bank NA
               Attn: Ward Nixon
               50 S 6th St - Ste 1400
               Minneapolis, MN 55402

               Represented by: Chris Lenhart, Esq.
                               John Thomas, Esq.
                               50 S 6th St - Ste 1500
                               Minneapolis, MN 55402

$14,000,000   Massachusetts Mutual Life Ins
               c/o David Babson & Co Inc
               1295 State St
               Springfield, MA 01111

               Represented by: Jeffrey M Schwartz, Esq.
                               Gardner Carton & Douglas LLP
                               191 N Wacker Drive Suite 3700
                               Chicago, IL 60606

  $5,000,000   Nationwide Life Ins Co of America
               One Nationwide Plaza
               Columbus, OH 43215

               Represented by: Jeffrey M Schwartz, Esq.
                               Gardner Carton & Douglas LLP
                               191 N Wacker Drive Suite 3700
                               Chicago, IL 60606

$14,000,000   Pacific Life Ins Co
               Attn Securities Dept
               700 Newport Ctr Dr
               Newport Beach, CA 92660

               Represented by: Jeffrey M Schwartz, Esq.
                               Gardner Carton & Douglas LLP
                               191 N Wacker Drive Suite 3700
                               Chicago, IL 60606

     Unknown   Provident Mutual Life Ins Co
               Attn Investment Dept
               1000 Chesterbrook Blvd
               Berwyn, PA 19312

               Represented by: Jeffrey M Schwartz, Esq.
                               Gardner Carton & Douglas LLP
                               191 N Wacker Drive Suite 3700
                               Chicago, IL 60606

  $7,000,000   Thrivent Financial Lutherans
               Attn Investment Div
               625 - 4th Ave S
               Minneapolis, MN 55415

               Represented by: Jeffrey M Schwartz, Esq.
                               Gardner Carton & Douglas LLP
                               191 N Wacker Drive Suite 3700
                               Chicago, IL 60606

$10,000,000   United Omaha Life Ins Co
               The Chase Manhattan Bank
               4 New York Plaza - 11th Fl
               New York, NY 10004

               Represented by: Jeffrey M Schwartz, Esq.
                               Gardner Carton & Douglas LLP
                               191 N Wacker Drive Suite 3700
                               Chicago, IL 60606

$22,000,000   Wells Fargo Bank NA
               Attn Peter Garretson
               430 N Wabasha St - Ste 302
               Saint Paul, MN 55101


ATA AIRLINES: DOT Okays Code Share Agreement with Southwest
-----------------------------------------------------------
The Department of Transportation concluded its review of the code
share agreement between Southwest Airlines (NYSE: LUV) and ATA
Airlines, Inc., allowing the carriers to put the agreement into
service.

"We're delighted to receive the necessary DOT clearance, enabling
ATA to bring everyday low fares to many new markets with our new
partner Southwest Airlines," said J. George Mikelsons, chairman,
president and CEO ATA Airlines.  "We believe this 'New Age' code
share will set the new standard for travelers looking for top-
shelf value at affordable prices."

"We are pleased that we can now move forward with this exciting
opportunity," said Gary Kelly, Southwest's CEO.  "We think
travelers will love the destinations that will be added to the
Southwest route map through the code share."

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.


BERWALD PARTNERSHIP: Disclosure Statement Hearing Set for Feb. 1
----------------------------------------------------------------
The Honorable Irvin N. Hoyt of the U.S. Bankruptcy Court for the
District of South Dakota will convene a hearing at 3:30 p.m., on
February 1, 2005, to consider the adequacy of the Disclosure
Statement explaining the Plan of Reorganization filed by Berwald
Partnership.

The Debtor filed its Disclosure Statement and Chapter 11 Plan on
December 21, 2004.

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

   a) Class 1 consisting of the AGSTAR claims will be paid
      with an interest rate of 6.85% per annum, amortized
      over a twenty-year term and a balloon at the end of seven
      years after the first Plan payment;

   b) Class 2 consisting of the US Bank claims will be paid
      with an interest rate of 6.85% per annum, amortized over
      a fifteen-year term and a balloon payment due at the end
      of ten years from the Effective Date;

   c) Class 3 consisting of the Dacotah Bank claims will be
      paid with an interest rate of 6.5% per annum, amortized
      over a fifteen-year term with a balloon payment due at the
      end of ten years from the Effective Date of the Plan;

   d) Class 4 consisting of the CHS Fin-Ag claims will be
      paid with an interest rate of 6.85% per annum, amortized
      over a fifteen-year term and a balloon payment due at the
      end of seven years from the Effective Date of the Plan;

   e) Class 5 consisting of the claims of Arlen and Eunice
      Berwald will receive $3,075.00 per month and starting 90
      days from the Effective Date until their claims are paid in
      full;

   f) Class 6 consisting of the VanBeek Scientific, LLC claims
      will receive $1,661.04 per month with an interest rate of 7%
      per annum amortized over a seven-year term and payments
      starting 90 days from the Effective Date;

   g) Class 8 consisting of the Aurora County Treasurer claims
      will receive $564.71 per month with an interest rate of
      12% amortized over a three-year term, with a balloon
      payment at the end of the third year and payments starting
      90 days from the Effective Date;

   h) Class 9 consisting of the Here-U-Lift claims will be paid
      $299.00 per month for a term of sixty months with a final
      balloon balance due in the amount of $5,542.98 at the end
      of the sixtieth month and payments starting no later than
      January 2005;

   i) Class 10 consisting of the Farm Credit Services claims will
      receive $1,100.44 per month with an interest rate of 5.5%
      per annum over a term of seven years and payments starting
      from 90 days from the Effective Date;

   j) Class 11 consisting of the GMAC claims will receive 1,086.00
      per month until those claims are paid in full and payments
      starting no later than January 2005;

   k) Class 12 consisting of the New Equipment Inc., claims will
      receive $931.67 per month for a term of seven years with an
      interest rate of 7% per annum and payments starting no
      later than January 2005;

   l) Class 13 consisting of the New Holland Credit claims will
      receive $2,230.38 per month for a term of seven years with
      an interest rate of 7% per annum and payments starting
      within ninety day from the Effective Date;

   m) Class 14 consisting of the Case Credit claims will receive
      $136.80 per month for a term of seven years with an interest
      rate of 7% per annum and payments starting within ninety
      days from the Effective Date;

   n) Class 15 claims consisting of Administrative Convenience
      Unsecured Creditors will be paid 100% of their claims over a
      term of three years with no interest, and a third of their
      claims will be paid one year after the Effective Date; and

   o) Class 16 claims consisting of Unsecured Creditors will
      receive Pro Rata payments with an interest rate of 5% per
      annum over a term of twenty years and a balloon payment
      seven years after the Effective Date rata.

Full-text copies of the Disclosure Statement and 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 24, 2005.

Headquartered in Toronto, South Dakota, Berwald Partnership filed
for chapter 11 protection on Aug. 23, 2004 (Bankr. D.S.D. Case
No. 04-10273).  Clair R. Gerry, Esq., at Stuart, Gerry &
Schlimgen, LLP, represents the Company in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed estimated assets and debts of $10 million to
$50 million.


BRANDYWINE HOLDINGS: Fitch Downgrades Subsidiaries' Rating to 'B-'
------------------------------------------------------------------
Fitch Ratings today downgraded the insurer financial strength --
IFS -- ratings of the insurance subsidiaries of Brandywine
Holdings (the run-off companies) to 'B-' from 'B+'.  These IFS
ratings remain on Rating Watch Negative.

At the same time, Fitch has affirmed the 'A+' IFS ratings of
insurance subsidiaries of INA Holdings (the active companies) and
the debt ratings of ACE Limited and ACE INA Holdings with a Stable
Rating Outlook.

The rating actions follow ACE's announcement that the 2004 review
of the run-off companies' reserves would result in a net $298
million after-tax GAAP charge to boost asbestos and environmental
-- A&E -- reserves.  Concurrent with the charge, ACE announced the
planned sale of Brandywine Holdings insurance subsidiary, ACE
American Reinsurance Company -- AARC -- along with a planned
commutation of reinsurance contracts between Century Indemnity
Company and AARC.  The magnitude of the charge would have consumed
the remainder of the stop loss agreement if the sale and
commutation had not been initiated.  Approximately $60 million of
available cover under the stop loss agreement remains available
upon completion of this transaction.

If ACE successfully consummates the AARC transaction as planned,
Fitch expects to remove the run-off companies' insurance ratings
from Rating Watch Negative and affirm them at 'B-' with a Negative
Rating Outlook.  If ACE is unable to successfully complete the
transaction, Fitch may further downgrade the run-off companies'
insurance ratings.

The active companies' ratings are put under some stress as a
result of the run-off companies' draw on the stop loss agreement.
However, ACE has indicated that it expects to replenish the active
companies' lost surplus through a capital contribution.  As a
result, Fitch has affirmed the active companies' ratings at 'A+'
with Stable Rating Outlook.

Additionally, Fitch notes that the active companies reported much
improved operating earnings in 2003 and 2004, the result of an
underwriting profit (versus an underwriting loss reported in 2002)
and improved investment income.  Operating leverage also improved,
though reinsurance leverage remains high.  Further, the active
companies continue to benefit from being subsidiaries of ACE, who
contributed $250 million of additional capital to them in 2003 and
has committed to replenishing the capital lost through the most
recent asbestos charge.  Offsetting these positives, the active
companies are expected to remain exposed to the run-off companies
under an aggregate excess of loss contract imposed during the
restructuring (after consummation of the AARC sale) and through
reinsurance recoverables.  The active companies' risk based
capital ratios are also low for the 'A+' rating level.

The affirmation of the various debt ratings reflects ACE's
progress over recent years in improving profitability, reducing
financial leverage and improving tangible equity.  However, Fitch
believes A&E liabilities will continue to be a drag on ACE's
earnings in the near future and ACE's exposure to reinsurance
recoverables remains high.

Brandywine Holdings is an intermediate holding company that is
ultimately owned by ACE.  Brandywine Holdings and INA Holdings,
another intermediate holding company, together comprise the
domestic operations of INA Financial, their parent, and represent
the US property/casualty insurance operation that ACE purchased
from CIGNA Corporation in 1999.  INA Holdings owns the 19
insurance companies that represent the group's active insurance
operations.

Brandywine Holdings owns the three domestic insurance companies
which are inactive, run-off operations now largely consisting of
asbestos and environmental claims.  The two groups were separated
in a 1996 restructuring.  However, the groups remain linked
through an aggregate excess of loss agreement.  The excess of loss
agreement originally provided Century Indemnity Company, the lead
inactive company, with up to $800 million of support for either
net worth maintenance or liquidity needs.

The individual ratings affected are listed below:

Entity/Issue/Type Action Rating/Outlook

ACE Limited:

     Long-term issuer Affirm 'A-'/Stable;

       Senior notes:

         -- $500 million 6% due April 1, 2007, Affirm 'A-'/Stable;

       Preferred Stock:

         -- $575 million 7.8% perpetual Affirm 'BBB+'/Stable;
         -- $750 million commercial paper Affirm 'F2'.

ACE INA Holdings, Inc.:

     Long-term Issuer Affirm 'A-'/Stable;

       Senior debentures:

         -- $100 million 8.875% due Aug. 15, 2029, Affirm 'A-
            '/Stable;

       Senior notes:

         -- $300 million 8.3% due Aug. 15, 2006, Affirm 'A-
            '/Stable;

         -- $500 million 5.875% due June 15, 2014
            Affirm 'A-'/Stable;

         -- $2.05 billion commercial paper Affirm 'F2'.

ACE Capital Trust I:

     Trust Preferred Securities:

         -- $100 million 8.875% due Dec. 31, 2029
            Affirm 'BBB+'/Stable;

ACE Capital Trust II:

     Capital Securities:

         -- $300 million 9.7% due April 1, 2030
            Affirm 'BBB+'/Stable.

ACE American Lloyds Insurance Company
ACE American Insurance Company
ACE Employers Insurance Company
ACE Fire Underwriters Insurance Company
ACE Indemnity Insurance Company
ACE Insurance Company of Illinois
ACE Insurance Company of Ohio
ACE Insurance Company of Texas
ACE Insurance Company of the Midwest
ACE Property & Casualty Insurance Co.
Allied Insurance Company
Atlantic Employers Insurance Company
Bankers Standard Fire and Marine Co.
Bankers Standard Insurance Company
Illinois Union Insurance Company
INA Surplus Insurance Company
Indemnity Ins. Co. of North America
Insurance Company of North America
Pacific Employers Insurance Company:

         -- Insurer financial strength Affirm 'A+'/Stable.

ACE American Reinsurance Company
Century Indemnity Company
Century Reinsurance Company:

         -- Insurer financial strength Downgrade 'B-';
         -- Remains on Rating Watch Negative.

The ACE Group of Companies is one of the world's largest providers
of property and casualty insurance and reinsurance.  Headquartered
in Bermuda, ACE provides a diversified range of products and
services to clients in nearly 50 countries around the world.


BRIDGEPOINT TECHNICAL: Jerry Lewis Approved as Debtor's Accountant
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas gave
BridgePoint Technical Manufacturing Corp., permission to employ
Jerry Lewis, CPA, as its accountant.

BridgePoint Technical tells the Court that it employed Jerry Lewis
to provide it with accounting services, including the preparation
of federal and state income tax returns and extension for the
fiscal year 2004.  Mr. Lewis will also provide all other
accounting services that the Debtor sees appropriate and necessary
in relation to its chapter 11 case.

Mr. Lewis reports that his compensation for his services to the
Debtor consists of an annual fee of $6,000 per year.

Mr. Lewis assures the Court that he does not represent any
interest adverse to the Debtor or its estate.

Headquartered in Austin, Texas, BridgePoint Technical
Manufacturing Corp. -- http://www.bridgept.com/-- provides
engineering, testing, packaging, and circuit board assembly
services to semiconductor and computer companies.  The Company
filed for chapter 11 protection on September 3, 2004 (Bankr. W.D.
Tex. Case No. 04-14555).  Mark Curtis Taylor, Esq., at Hohmann &
Taube, LLP, represents the Debtor in its restructuring efforts.
When the Company filed for protection from its creditors, it
listed estimated assets of $1 million to $10 million and estimated
debts of $10 million to $50 million.


BRIDGEPOINT TECHNICAL: Wants Until Jan. 31 to File a Chap. 11 Plan
------------------------------------------------------------------
BridgePoint Technical Manufacturing Corp., asks the U.S.
Bankruptcy Court for the Western District of Texas for an
extension, through and including Jan. 31, 2005, of the time within
which it alone can file a chapter 11 plan.  The Debtor also asks
the Court for more time to solicit acceptances of that plan from
their creditors, through March 31, 2005.

This is the Debtor's first request for an extension of its
exclusive periods.

The Debtor gives the Court three reasons militating in favor of
its request for more time to propose and file a chapter 11 plan:

   a) the Debtor needs more time to discuss with the
      representatives of the Creditors Committee and its secured
      lenders in formulating a consensual plan of reorganization;

   b) the holidays season in December caused some of the Debtor's
      business working days to be irregular and some of its
      professionals essential to the plan formulation to become
      unavailable; and

   c) the Debtor is not using its extension motion to prejudice
      its creditors and other parties in interest.

Headquartered in Austin, Texas, BridgePoint Technical
Manufacturing Corp. -- http://www.bridgept.com/-- provides
engineering, testing, packaging, and circuit board assembly
services to semiconductor and computer companies.  The Company
filed for chapter 11 protection on September 3, 2004 (Bankr. W.D.
Tex. Case No. 04-14555).  Mark Curtis Taylor, Esq., at Hohmann &
Taube, LLP, represents the Debtor in its restructuring efforts.
When the Company filed for protection from its creditors, it
listed estimated assets of $1 million to $10 million and estimated
debts of $10 million to $50 million.


BRISTOL CDO: S&P Places Ratings on CreditWatch Negative
-------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
B and C notes issued by Bristol CDO I Ltd., a cash flow arbitrage
CDO of ABS/RMBS, on CreditWatch with negative implications.  At
the same time, the ratings on the class A-1 and A-2 are affirmed
based on the credit enhancement available to support the notes.
The class B and C notes were previously lowered Apr. 27, 2004.

The current rating actions reflect factors that have negatively
affected the credit enhancement available to support the notes
since the April 27, 2004, rating actions.  These factors include
continued negative migration in the collateral pool, primarily
within the manufactured housing sector.

Standard & Poor's noted that the class C notes have deferred
interest since the Oct. 11, 2004 payment date due to the required
class A/B overcollateralization test cure.

Standard & Poor's will be reviewing the results of the current
cash flow runs generated for Bristol CDO I Ltd. to determine the
level of future defaults the rated classes can withstand under
various stressed default timing and interest rate scenarios, while
still paying all of the interest and principal due on the notes.
The results of these cash flow runs will be compared with the
projected default performance of the performing assets in the
collateral pool to determine whether the ratings currently
assigned to the notes remain consistent with the credit
enhancement available.

             Ratings Placed on Creditwatch Negative

                       Bristol CDO I Ltd.

                                Rating
                 Class    To               From
                 -----    --               ----
                 B        A+/Watch Neg     A+
                 C        BB-/Watch Neg    BB-

                        Ratings Affirmed

                       Bristol CDO I Ltd.

                        Class     Rating
                        -----     ------
                        A-1       AAA
                        A-2       AAA

Transaction Information

Issuer:              Bristol CDO I Ltd.
Co-issuer:           Bristol CDO I Inc.
Current manager:     Vanderbilt Capital Advisors
Underwriter:         Credit Suisse First Boston
Trustee:             Wells Fargo Bank N.A.
Transaction type:    CDO of ABS

   Tranche                Initial     Previous   Current
   Information            Report      Action     Action
   -----------            -------     --------   -------
   Date (MM/YYYY)         11/2002     4/2004     1/2005

   Cl. A-1 notes rating   AAA         AAA        AAA
   Cl. A-2 notes rating   AAA         AAA        AAA
   Cl. B note rating      AA          A+         A+/Watch Neg
   Cl. A/B OC ratio       107.296%    105.885%   102.077%
   Cl. A/B OC ratio min.  104.50%     104.50%    96.851%
   Cl. A-1 note bal.      $223.50mm   $197.36mm  $175.323mm
   Cl. A-2 note bal.      $20.50mm    $18.10mm   $16.081mm
   Cl. B note bal.        $30.00mm    $30.00mm   $30.00mm
   Cl. C note rating      BBB         BB-        BB-/Watch Neg
   Cl. C OC ratio         102.436%    101.0027%  96.85%
   Cl. C OC ratio min.    102.00%     102.00%    102.00%
   Cl. C note bal.        $13.00mm    $11.79mm   $11.946mm


CATELLUS DEVT: S&P Upgrades Corporate Credit Rating to BBB-
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Catellus Development Corp. to 'BBB-' from 'BB+'.
Additionally, the outlook is revised to stable from positive.  The
company currently has no publicly rated securities outstanding.

"The upgrade reflects Catellus' largely completed rotation out of
mixed-use urban and large-scale residential land development
projects and the continued generation of comparatively good
operating results during its first year as a REIT," said Standard
& Poor's credit analyst Scott Robinson.  "These strengths continue
to be tempered by a balance sheet that is slightly more leveraged
and fully encumbered by secured mortgage debt and a large
developable land bank."

The stable outlook is supported by management's success during the
past year in transitioning the company to an industrial property-
focused REIT with solid in-house development capabilities from a C
Corp industrial property and land developer.  As part of this
process, management recognized significant value by divesting of
its noncore investments.  These efforts have resulted in a more
stable and predictable revenue stream while modestly improving the
financial profile, as disposition proceeds have been used to pay
down debt.


CENTURY INDEMNITY: S&P Puts Ratings on CreditWatch After Downgrade
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its counterparty credit
and financial strength ratings on ACE Ltd.'s active operating
insurance companies on CreditWatch with negative implications.

Standard & Poor's also said that it placed its ratings on ACE,
including the 'BBB+' counterparty credit rating, on CreditWatch
negative.

In addition, Standard & Poor's lowered its counterparty credit and
financial strength ratings on Century Indemnity Co. to 'B+' from
'BB+' and placed these ratings on CreditWatch negative.

"The ratings were placed on CreditWatch negative following ACE's
announcement of a $298 million after-tax reserve charge and the
uncertainty surrounding this event," explained Standard & Poor's
credit analyst Damien Magarelli.  "Standard & Poor's has
questioned whether the ultimate reserve requirement to fulfill
policyholder obligations for Century Indemnity Co. and affiliates
-- as well as the other related entities within Brandywine -- is
sufficient even with the $298 million after-tax reserve charge."

This creates uncertainty about the degree to which this obligation
is limited by contract.  If the obligation is not limited to this
legal contract, the ratings on ACE could be lowered one notch. (A
two-notch downgrade is possible but less likely.)  This view
encompasses the uncertainties surrounding the sale of ACE American
Re and the approval by the Pennsylvania Insurance Department and
the U.K. Financial Services Authority.

The ratings on ACE reflect its strong competitive position as a
global and diversified property/casualty company as well as its
strong financial flexibility and operating performance. Offsetting
these considerations to some extent are the company's amount of
reinsurance recoverables, runoff reserves, and intangibles.  The
company's execution of an aggressive growth strategy through more
competitive rates is also viewed as a negative factor.

Furthermore, ACE's good combined ratio must be considered in light
of a relatively modest level of accident-year reserve bookings.
Lastly, the ongoing investigation of the insurance and brokerage
industry by the State of New York with regard to various pricing
practices, given the scope of the investigations, still remains a
negative factor for the company.


CLEARLY CANADIAN: Completes CDN$258,750 Equity Private Placement
----------------------------------------------------------------
Clearly Canadian Beverage Corporation (TSX:CLV)(OTCBB:CCBC)
reported the completion of a private placement of 1,035,000 shares
at a price of Cdn$0.25 per share, generating gross proceeds of
Cdn$258,750.  The private placement was originally announced on
December 9, 2004, and at that time the Company indicated a
placement of up to 1,500,000 shares, of which 1,035,000 shares
were issued.

Directors, officers and employees of the Company subscribed for
all of the 1,035,000 shares, which was the maximum number of
shares that the non-arms-length parties were permitted to acquire
under applicable Toronto Stock Exchange rules and policies.  The
proceeds from the private placement will be used to fund the
Company's current inventory production requirements.

In connection with the private placement, directors and officers
of the Company acquired shares as follows:

   Douglas L. Mason
   President and C.E.O.                700,000 shares

   Bruce E. Morley
   C.L.O.                              115,000

   Stuart R. Ross
   C.F.O.                               25,000

   Philip J. Langridge
   Director                            100,000

   Neville W. Kirchmann
   Director                             50,000

   Glen D. Foreman
   Director                             25,000

Due to the relationship between the directors and officers and the
Company, the private placement is considered to be a "related
party transaction" as defined under Ontario Securities Commission
Rule 61-501, however, it is exempt from certain applications of
the Rule on the basis that the common shares of the Company issued
to the directors and officers represents less than 25% of the
current market capitalization of the Company.  On a diluted basis,
directors and officers of the Company have collectively increased
their ownership in the Company by 8.36%.  The private placement
shares are subject to a required four-month hold period and no
discounts or warrants were offered or issued in connection with
the private placement.

                     About Clearly Canadian

Based in Vancouver, B.C., Clearly -- http://ww.clearly.ca/--  
Canadian markets premium alternative beverages, including Clearly
Canadian(R) sparkling flavoured water, Clearly Canadian O+2(R)
oxygen enhanced water beverage and Tre Limone(R) which are
distributed in the United States, Canada and various other
countries.

At Sept. 30, 2004, Clearly Canadian's balance sheet showed a
$681,000 stockholders' deficit, compared to $1,125,000 in positive
equity at Dec. 31, 2003.


COOPER COS: Pays $600 Mil. Cash to Stockholders Following Merger
----------------------------------------------------------------
The Cooper Companies, Inc.'s (NYSE:COO) merger with Ocular
Sciences, Inc., has closed.  At closing, Cooper paid approximately
$600 million in cash and issued approximately 10.7 million shares
of its common stock to Ocular Sciences stockholders and option
holders.  In accordance with Nasdaq trading policies, shares of
Ocular common stock continued trading on The Nasdaq National
Market until Jan. 6, at 4:00 pm (EST); however, those shares will
represent solely the right to receive the merger consideration of
0.3879 of a share of Cooper common stock and $22.00 in cash.

"This acquisition is an ideal strategic fit for Cooper," said A.
Thomas Bender, Cooper's chief executive officer.  "Ocular brings
geographic and product line balance and manufacturing technology
to our CooperVision business unit. We expect to nearly double our
revenue base and enhance our cash flow and profitability," Mr.
Bender added.

"Combining Cooper and Ocular Sciences is a strategic opportunity
that immediately creates a company with significant scale and
presence in all major markets around the world," said John Fruth,
Ocular Sciences' founder and chairman, who will join Cooper's
board of directors.  "The combined companies will offer our
customers a wider choice of contact lens products for their
patients," Mr. Fruth noted.

The Cooper Companies' CooperVision unit, the world's fourth
largest contact lens manufacturer, is a leading global supplier of
specialty contact lenses. Ocular Sciences, the world's fifth
largest contact lens manufacturer, supplies primarily spherical
and daily disposable contact lenses.  With the completion of the
merger, CooperVision becomes the world's third largest contact
lens company.

             Revenue and Earnings Per Share Guidance

Cooper expects fiscal first quarter 2005 revenue of between $149
million and $153 million and earnings per share of between $.52
and $.55 per share.

CooperVision expects fiscal first quarter 2005 revenue of between
$122 million and $125 million and CooperSurgical expects revenue
of between $26 million and $27 million for the same period. This
guidance is exclusive of nonrecurring charges for accounting and
restructuring.

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

                          *     *     *

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

New Ratings:

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

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

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

   * Senior Implied Rating, rated Ba3

   * Senior Unsecured Issuer Rating, rated B1

   * Speculative Grade Liquidity Rating, rated SGL-2

The outlook for the ratings is stable.

The ratings reflect:

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

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

The ratings further reflect:

     (i) the highly competitive environment,

    (ii) the company's limited size relative to its competitors,
         and

   (iii) its primary focus on a single line of business.

Credit strengths considered by Moody's include:

     (i) Cooper's strong historical performance and Ocular's
         favorable performance trends,

    (ii) the strong growth anticipated for the soft contact lens
         industry,

   (iii) the company's solid competitive position, and

    (iv) the company's history of success in acquiring and
         integrating companies.


CROSSROADS CHRISTIAN: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Crossroads Christian Center, Inc.
        154 Cohannet Street
        Taunton, Massachusetts 02780

Bankruptcy Case No.: 05-10128

Chapter 11 Petition Date: January 6, 2005

Court: District of Massachusetts (Boston)

Judge: Robert Somma

Debtor's Counsel: Richard N. Gottlieb, Esq.
                  Law Offices of Richard N. Gottlieb
                  Eleven Beacon Street, Suite 625
                  Boston, MA 02108
                  Tel: 617-742-4491

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

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


DELTA AIR: Bestfares.com Says Airfare Cuts to Challenge Carriers
----------------------------------------------------------------
Delta Air Lines (NYSE: DAL) announced up to 50% cuts in its fares
as the airline expands its SimpliFares for travel within the 48
contiguous United States.

As part of Delta's transformation plan announced in September,
SimpliFares' lower unrestricted fares will save customers hundreds
of dollars each trip on flights operated by Delta and certain
Delta Connection carriers.  With SimpliFares, no fare -- including
last-minute walk-ups -- is higher than $499 one-way* in economy or
$599 one-way* in first class.  Additional taxes, fees, and
restrictions apply, and fares are available only for purchase on
delta.com or from a travel agent.  Customers booking on
http://www.delta.com/can choose refundable or non-refundable
tickets and save even more by purchasing tickets three, seven or
14 days in advance of travel.  Roundtrip purchase is required for
some fares, but customers never have to stay over a Saturday
night.  Additionally, with SimpliFares, Delta has reduced the
ticket change fee to $50 from $100.

"We're expanding SimpliFares based on feedback from our customers,
who are calling for simpler, more affordable everyday fares," said
Delta's CEO Jerry Grinstein.  "Now customers can be sure that
flying Delta means not only an extensive network, customer-
friendly technology, strong partnerships and the rewarding
SkyMiles loyalty program, it also means easy, accessible and
reliable prices.  Taking SimpliFares nationwide is part of Delta's
commitment to improve the travel experience and also to produce
significant savings through simpler, more efficient ways of doing
business - and there's more to come."

Delta introduced SimpliFares in August 2004 in Cincinnati, its
second-largest hub.  In addition to SimpliFares, Delta is
redesigning its aircraft cabins with new brighter interiors and
all-leather seats and has simplified its SkyMiles program.  Later
this year, Delta will unveil other changes, including improving
customers' online experience at delta.com, revising its onboard
food product and unveiling new employee uniforms, as part of an
ongoing company-wide overhaul to make the passenger experience
more comfortable, affordable, simple, stylish and inviting.

SimpliFares are easily accessible at http://www.delta.com/
Customers who purchase tickets through delta.com can receive 1,000
bonus miles with no direct ticketing fees.  Keeping in line with
the rest of the industry, tickets purchased over the telephone
from Delta Reservations will now cost $5 more per ticket and $10
more if purchased at Delta ticketing locations, including at the
airport.  These additional costs apply to original ticket sales on
Delta, Delta Shuttle, Delta Connection, and Song, Delta's low-fare
air service, and are non-refundable.

A portion of travel for some itineraries may be on the Delta
Connection carriers: Atlantic Southeast Airlines, Chautauqua
Airlines, Comair, and SkyWest; codeshare partner, American Eagle;
or Song, Delta's low-fare service.

               Low-Cost Airlines Face New Challenges

Delta Air Lines announcement of its new SimpliFares program has
one mission: to disrupt the growth of low-cost airlines, says Tom
Parsons, CEO of Bestfares.com, an internet travel information web
site.

For the past few years, Delta, along with the other major legacy
carriers have watched the low-cost carriers, such as Southwest,
AirTran, JetBlue, Spirit, ATA and America West erode market share,
and more importantly, lower domestic airfares dramatically.  These
both have had a significant impact on the legacy airlines.  Today,
US Airways and United are in bankruptcy, and their futures are not
clear.  Other major airlines have lost billions of dollars in the
past year.

While Delta's new fares are still higher than many of its low-cost
competition, Delta's proximity to more people in smaller cities
and major airports may mean more passengers will stick around and
fly Delta out a close- in airport, rather than drive to an airport
with a low-cost carrier.

"This move will increase Delta's passenger yield, and at the same
time, takes a swat at the low-cost airlines," says Mr. Parsons.
"This may be the only move left to slow down the low-cost
carriers."

Delta Air Lines -- http://delta.com/-- is the world's second
largest airline in terms of passengers carried and the leading
U.S. carrier across the Atlantic, offering daily flights to 493
destinations in 87 countries on Delta, Song, Delta Shuttle, the
Delta Connection carriers and its worldwide partners. Delta's
marketing alliances allow customers to earn and redeem frequent
flier miles on more than 14,000 flights offered by SkyTeam,
Northwest Airlines, Continental Airlines and other partners.
Delta is a founding member of SkyTeam, a global airline alliance
that provides customers with extensive worldwide destinations,
flights and services.

At September 30, 2004, Delta Air Lines reported a $3.58 billion
shareholder deficit, compared to a $659 million shareholder
deficit at December 31, 2003.


ENER1 INC: Distributes 5 Million Shares of Splinex Common Stock
---------------------------------------------------------------
Ener1, Inc. (OTC Bulletin Board: ENEI) has declared a dividend to
its shareholders in the form of a distribution of five million
shares of common stock of Splinex Technology Inc.  Splinex is a
developer of multi- dimensional, visual computing software and
technology.  The shares of Splinex Technology common stock will be
issued to Ener1 in connection with a previously announced merger
agreement, under which a non-active subsidiary of Ener1 will be
merged into Splinex Technology.  Splinex has filed a registration
statement with the Securities and Exchange Commission to register
the distribution by Ener1 of the Splinex common stock.  Ener1's
obligation to close the merger is subject, among other things, to
the effectiveness of the Splinex Technology registration
statement.  The dividend will be paid to Ener1 shareholders of
record as of the close of business on Jan. 17, 2005.

Ener1 and Splinex Technology will continue to operate
independently following the merger.

Kevin Fitzgerald, Chairman and Chief Executive Officer of Ener1,
Inc., and a member of Splinex Technology's board, stated, "The key
elements are now in place to enable Splinex Technology to
significantly accelerate the execution of its business strategy
and capitalize on numerous market opportunities for its visual
computing software and technologies.  We believe our shareholders
stand to benefit through ownership of registered stock in Splinex
Technology.  We also are very pleased to note that Splinex
Technology has been able to attract Michael Stojda, a seasoned
executive with expertise in the computer graphics and digital
content creation software industries, as its CEO."

Stojda has 17 years of high-technology experience in computer
software and hardware markets.  Most recently, he was a member of
Avid Technology, Inc.'s executive team and was the Managing
Director of the company's Canadian subsidiary, Softimage Co.  At
Softimage, Mr. Stojda oversaw the company's turnaround, the growth
of its XSI solution into the leading animation system in its class
and the completion and delivery of Softimage's revolutionary video
finishing system.

                          About Splinex

Splinex Technology was formed in early 2004 to capitalize on the
growing use of digital images and objects in technology-focused
markets.  The company is developing software to enable users to
quickly analyze, search, sort and view multidimensional digital
images and objects without dedicated high-end workstations or
expensive limited-use software.  Potential markets for the
company's products and technology include geographical
information, computer assisted design & manufacturing, medical
imaging, geomatics -- creating maps from satellite and radar
imagery, seismic imaging and national security/biometrics.  More
information about Splinex Technology is available at
http://www.splinex.com/

                        About Ener1, Inc.

Ener1, Inc., develops and markets new technologies and products
for clean, efficient energy sources.  Ener1 markets lithium
batteries and battery packs through EnerDel, its majority-owned
venture with Delphi Corp.  Ener1 also develops and markets
nanotechnology-based materials through its NanoEner, Inc.,
subsidiary and fuel cell components and testing services through
its EnerFuel, Inc. subsidiary.  Ener1's products have applications
for markets that include power tools and industrial equipment,
medical devices, hybrid vehicle propulsion and military
communications.  For more information on Ener1's products, please
visit its Web site at http://www.ener1.comor call (954) 556-
4020.

                          *     *     *

In its amended Form 10-Q for the quarterly period ended Sept. 30,
2004, filed with the Securities and Exchange Commission, Ener1
disclosed that it has experienced net operating losses since 1997
and negative cash flows from operations since 1999 through Sept.
30, 2004, and has an accumulated deficit of $70 million as of
Sept. 30, 2004.  It is likely that the Company's operations will
continue to incur negative cash flows through Sept. 30, 2005.
Also, should the company not be able to meet the terms of the
Senior Secured Convertible Debentures, $19,700,000 would become
immediately due.  Additional financing will be required to fund
the Company's planned operations through Sept. 30, 2005, and the
Company intends to seek additional debt or equity financing as
required.  If additional financing is not obtained, such a
condition, among others, will give rise to substantial doubt about
the Company's ability to continue as a going concern for a
reasonable period of time.  The condensed consolidated financial
statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or the
amounts and classifications of liabilities that might be necessary
should the Company be unable to continue as a going concern.


E*TRADE FINANCIAL: Promotes Lou Klobuchar, Jr., to President
------------------------------------------------------------
E*TRADE FINANCIAL Corporation (NYSE: ET) disclosed an
organizational realignment designed to more directly link the
Company's business operations with its high growth customer
segments.  The new management structure will align all operations
directly to the Company's retail and institutional customer
segments, marking a change from the prior business alignment of
banking and brokerage.

To manage the operations of the realigned organization, the Board
has approved the promotion of Lou Klobuchar, Jr., to President,
E*TRADE FINANCIAL Services and the election of Dennis Webb to a
newly created executive officer position, President, E*TRADE
Capital Markets.  Both Mr. Klobuchar and Mr. Webb will report to
E*TRADE FINANCIAL President and COO R. Jarrett Lilien.

"[Thursday]'s announcement signals the next chapter of the
Company's evolution," said Mitchell H. Caplan, the Company's Chief
Executive Officer.  "With all business operations directly aligned
with high growth customer segments, we are poised to deliver top
line revenue growth and bottom line results for shareholders by
providing our key customers a wide range of value- priced,
integrated financial solutions that offer advanced functionality
and service."

Lou Klobuchar Jr., formerly the Company's Chief Brokerage Officer
and President of E*TRADE Securities LLC, will be responsible for
all businesses serving the global retail customer.  In this
expanded role, Mr. Klobuchar will be responsible for driving
complete integration of all of E*TRADE FINANCIAL's retail
products, launching the next generation of product innovation and
driving overall growth in the Company's retail business.

In his capacity as President, E*TRADE Capital Markets, Dennis Webb
will be responsible for all businesses serving the global
institutional customer.  Mr. Webb, formerly Executive Vice
President, Capital Markets -- Banking, has been employed by
E*TRADE FINANCIAL since 2000, and has served in the roles of Asset
Liability Manager, Head of Whole Loan Secondary Markets and
President of E*TRADE Global Asset Management.

As part of the organizational shifts, the Company will realign its
external financial segment reporting around the new retail and
institutional customer segments.  The Company anticipates that
systems adjustments will be in place to enable the Company to
report in this manner for periods beginning on or after January 1,
2005.  The financial performance for 2004 will continue to be
reported as Bank and Brokerage, in accordance with the manner in
which the business was managed during this period.

                        About the Company

The E*TRADE FINANCIAL family of companies provides financial
services including brokerage, banking and lending for retail,
corporate and institutional customers. Securities products and
services are, and will continue to be, offered by E*TRADE
Securities LLC (Member NASD/SIPC). Bank and lending products and
services are, and will continue to be, offered by E*TRADE Bank, a
Federal savings bank, Member FDIC, or its subsidiaries. Bank
deposits are FDIC-insured up to $100,000. Subject to credit
approval.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 14, 2004,
Standard & Poor's Ratings Services assigned its preliminary
ratings to E*TRADE RV and Marine Trust 2004-1's $307.5 million
asset-backed notes series 2004-1.

The preliminary ratings are based on information as of
Dec. 10, 2004.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.

The preliminary ratings reflect the initial credit enhancement in
the form of a nonamortizing reserve account (1.50%),
overcollateralization (0.50%), subordination (2.25%-12.00%), and
excess spread.  The credit enhancement percentages are expressed
as a percentage of the initial receivables pool balance, which, as
of Nov. 30, 2004, was $308,996,120.

The preliminary ratings also reflect the credit quality of the
underlying pool of recreational vehicle and marine loans, the
structural features that preserve the available credit
enhancement, and the sound legal structure.

A copy of Standard & Poor's complete presale report for this
transaction can be found on RatingsDirect, Standard & Poor's Web-
based credit analysis system, at http://www.ratingsdirect.com/
The presale can also be found on the Standard & Poor's Web site at
http://www.standardandpoors.com/ Select Credit Ratings, and then
find the article under Presale Credit Reports.

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

       Class                 Rating       Amount (mil. $)
       -----                 ------       ---------------
       A-1                   AAA                   60.900
       A-2                   AAA                   65.600
       A-3                   AAA                   76.400
       A-4                   AAA                   32.700
       A-5                   AAA                   34.772
       B                     AA                    10.042
       C                     A                     9.270
       D                     BBB                   10.815
       E (not offered)       BB                    6.952


FEDERAL-MOGUL: Court Adjourns Jan. 13 & 14 Confirmation Hearings
----------------------------------------------------------------
Judge Lyons of the U.S. Bankruptcy Court for the District of
Delaware adjourned the Jan. 13-14, 2005, hearing on confirmation
of the Third Amended Joint Plan of Reorganization filed by
Federal-Mogul Corporation and its debtor-affiliates, together with
the Unsecured Creditors Committee, Asbestos Claimants Committee,
Equity Security Holders Committee, the Legal Representative for
Future Asbestos-Related Claimants, and JPMorgan Chase Bank as
Administrative Agent for the Debtors' prepetition lenders.

The rescheduled date will be determined after the Jan. 25, 2005,
hearing on the Joint Motion by the Debtors and the Futures
Representative to:

    (a) clarify Judge Wolin's Dec. 10, 2001, Order; and

    (b) delineate the roles of the District Court and the
        Bankruptcy Court regarding the asbestos estimation and
        confirmation matters.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some
$6 billion.  The Company filed for chapter 11 protection on
October 1, 2001 (Bankr. Del. Case No. 01-10582).  Lawrence J.
Nyhan, Esq., James F. Conlan, Esq., and Kevin T. Lantry, Esq., at
Sidley Austin Brown & Wood, and Laura Davis Jones, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $10.15 billion in
assets and $8.86 billion in liabilities.  (Federal-Mogul
Bankruptcy News, Issue No. 70; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


FINOVA GROUP: Court Enters Final Decree Closing Six Cases
---------------------------------------------------------
The Finova Group, Inc. and its debtor-affiliates ask the Court to
issue a final decree closing the Chapter 11 cases of:

     Reorganized Debtor                              Case No.
     ------------------                              --------
     The FINOVA Group, Inc.                           01-697
     FINOVA (Canada) Capital Corporation              01-699
     FINOVA Capital, PLC                              01-700
     FINOVA Loan Administration, Inc.                 01-701
     FINOVA Mezzanine Capital, Inc.                   01-702
     FINOVA Technology Finance, Inc.                  01-704
     FINOVA Finance Trust                             01-705

Section 350(a) of the Bankruptcy Code provides in pertinent part
that "after an estate is fully administered . . . the court shall
close the case."  Rule 3022 of the Federal Rules of Bankruptcy
Procedure, which implements Section 350 in a Chapter 11 case,
states that "[a]fter an estate is fully administered in a Chapter
11 reorganization case, the court, on its own motion or on motion
of a party in interest, shall enter a final decree closing the
case.

The term "fully administered" is not defined in either the
Bankruptcy Code or the Bankruptcy Rules.  However, the Advisory
Committee Note to Bankruptcy Rule 3022 provides a non-exclusive
list of factors to be considered in determining whether a case
has been fully administered.  These factors include:

   -- whether the order confirming the plan has become final;

   -- whether deposits required by the plan have been
      distributed;

   -- whether the property proposed by the plan to be transferred
      has been transferred;

   -- whether the debtor or the successor to the debtor under the
      plan has assumed the business or the management of the
      property dealt with by the plan;

   -- whether payments under the plan have commenced; and

   -- whether all motions, contested matters, and adversary
      proceedings have been finally resolved.

The Advisory Committee Note also states that entry of a final
decree closing should not be delayed solely because payments
required by a plan of reorganization have not been completed.

Rebecca L. Booth, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, explains that the seven cases should be
closed since:

   * the Confirmation Order has become final and unappealable;

   * the Debtors' Plan of Reorganization has been implemented;

   * no significant property transfers remain unexecuted under
     the Plan with respect to the Debtors;

   * the Debtors have been successfully reorganized under
     the Plan;

   * all Plan payments required to date, including all fees under
     28 U.S.C. Section 1930 through the third quarter of 2004,
     have been made; and

   * no requests or contested matters remain that would preclude
     the closing of the cases.

Because the Chapter 11 case of The FINOVA Group, Inc., is among
those to be closed, the Debtors further ask Judge Walsh to modify
the Joint Administration Order dated March 7, 2001, to provide
that all pleadings filed in this matter be filed in the case of
FINOVA Capital Corporation, Case No. 01-698 (PJW), the remaining
open case.

To avoid confusion, the Debtors propose to amend the caption in
their bankruptcy cases to reflect FINOVA Capital Corp.'s case
number, rather than the case numbers for all of the Debtors:

                  UNITED STATES BANKRUPTCY COURT
                       DISTRICT OF DELAWARE

   In re:                            |    Chapter 11
                                     |
   FINOVA Capital Corporation,       |    Case No. 01-0698 (PJW)
                                     |
        Reorganized Debtor.          |    Jointly Administered
   __________________________________|

                          *     *     *

Judge Walsh enters a final decree closing six Chapter 11 cases:

     Reorganized Debtor                              Case No.
     ------------------                              --------
     The FINOVA Group, Inc.                           01-697
     FINOVA (Canada) Capital Corporation              01-699
     FINOVA Capital, PLC                              01-700
     FINOVA Loan Administration, Inc.                 01-701
     FINOVA Technology Finance, Inc.                  01-704
     FINOVA Finance Trust                             01-705

Judge Walsh keeps the Chapter 11 case of FINOVA Mezzanine
Capital, Inc., open in view of the pending adversary proceeding
commenced by Teltronics.

The Debtors' right to renew their request to seek closure of the
FINOVA Mezzanine Case in the future, notwithstanding the pendency
of the Teltronics Adversary Proceeding, is reserved.

The Closing Cases may be reopened at any time in accordance with
and for the purpose established by Section 350(b) of the
Bankruptcy Code.

Judge Walsh directs the Clerk of the Court to maintain one file
and docket for the Remaining Case of FINOVA Capital Corporation,
Case No. 01-698 (PJW).  All subsequent pleadings will be filed in
the Remaining Case.

Headquartered in Scottsdale, Arizona, The Finova Group, Inc.,
provides commercial financing to small and mid-sized businesses;
other services include factoring, accounts receivable management,
and equipment leasing. The firm has three segments: Commercial
Finance, Specialty Finance, and Capital Markets. FINOVA targets
such markets as transportation, wholesaling, communication, health
care, and manufacturing. Loan write-offs had put the firm on
shaky ground. The Company and its debtor-affiliates and
subsidiaries filed for Chapter 11 protection on March 7, 2001
(U.S. Bankr. Del. 01-00697). Daniel J. DeFranceschi, Esq., at
Richards, Layton & Finger, P.A., represents the Debtors. FINOVA
has since emerged from Chapter 11 bankruptcy. Financial giants
Berkshire Hathaway and Leucadia National Corporation (together
doing business as Berkadia) own FINOVA through the almost
$6 billion lent to the commercial finance company.


FLYI INC: Executes Agreement with Executive VP Richard J. Surratt
-----------------------------------------------------------------
FLYi, Inc., has executed agreements with certain of its executive
officers on terms approved in Fall 2003 by the Compensation
Committee.

The Company executed an agreement with Richard J. Surratt, under
which he serves as Executive Vice President, Chief Financial
Officer, Treasurer and Assistant Secretary.  The Surratt Agreement
is substantially similar to an agreement that the Company has with
Thomas J. Moore, the Company's President and Chief Operating
Officer.  The Surratt Agreement provides for a one-year term that
is continuously extended unless terminated.  The Surratt Agreement
provides for a minimum annual base salary of $193,500, which
amount may be increased from time to time by the Board's
Compensation Committee and currently is $215,000.  The Surratt
Agreement further provides for a deferred compensation accrual at
a rate of 75% of the annual base salary subject to nine year
graduated vesting, with benefits under the deferred compensation
arrangement being applied in part to indirectly finance an
insurance policy for Mr. Surratt's benefit, and provides that Mr.
Surratt shall participate in any bonus plan provided to executive
officers generally and in employee benefit and medical plans and
other arrangements as the Compensation Committee shall determine.

Under the deferred compensation program, participating executive
officers will receive upon termination of employment an amount
equal to the specified vested percentage (which shall be 100% upon
a change in control) of the executive officer's annual accruals as
provided under his employment agreement.  These amounts are
applied against amounts payable under Company-paid life insurance
policies obtained prior to July 2002 for the executive officer.

Under the Surratt Agreement, if Mr. Surratt's employment is
terminated by the Company without cause, or if he terminates his
own employment with good reason (including any termination by the
Company or by Mr. Surratt within twelve months after a change in
control), or upon Mr. Surratt's death or disability, then:

   (1) all of Mr. Surratt's options become immediately
       exercisable;

   (2) he is paid a lump sum amount calculated by the formula
       [(x + y) * z] where (x) is Surratt's base salary earned
       in the year from January 1 to the Termination Date, (y) is
       the amount which is two times Surratt's annual base salary
       in effect at the time of Termination, and (z) is the
       percentage which under each plan is the highest percentage
       of base salary that Surratt was paid during any one of the
       five years immediately preceding the year in which the
       Termination Date occurred his year-to-date bonus plus two
       times his annual bonus;

   (3) he will continue to benefit from deferred compensation
       contributions and vesting for 24 months; and

   (4) he is provided with insurance and flight pass benefits for
       24 months.  Upon a change in control of the Company, as
       defined in the Surratt Agreement, Mr. Surratt would receive

       (a) an amount equal to three times his annual salary,

       (b) a lump sum bonus payout in the amount calculated by the
           formula [(x + y) * z] where (x) is Surratt's base
           salary earned in the year from January 1 to the date of
           the Change in Control, (y) is the amount which is three
           times Surratt's annual base salary in effect at the
           time of the Change in Control, and (z) is the
           percentage which under each plan is the maximum
           percentage of base salary that Surratt was eligible to
           earn during the year in which the Change in Control
           occurred assuming all targets were met in full;

       (c) the Company will prepay, to the time of Surratt's
           reaching age 65, the premiums due on any disability
           insurance policy as was provided to Surratt as of the
           time of Change in Control; and

       (d) a tax gross-up/make-whole payment in the event that the
           payments or benefits to Mr. Surratt in connection with
           a Change in Control are treated as "parachute payments"
           under Section 280G of the Internal Revenue Code.

For 12 months following any termination of employment, Mr. Surratt
would be subject to a nonsolicitation, non-competition, and
confidentiality provision.

Under separate agreements between the Company and Mr. Brown and
Mr. Nordling, the Company agreed to employ Mr. Brown as Senior
Vice President - Operations and Mr. Nordling as Senior Vice
President - Marketing, each for a one year term.  The Officer
Agreements provide for automatic twelve-month extensions unless
earlier terminated, and for annual base salaries, which may be
and, for officers subject to Officer Agreements in the past, have
been increased from time to time by the Compensation Committee to
amounts above that specified in the original agreements.  The
Officer Agreements provide that Messrs. Brown and Nordling shall
participate in any bonus plan provided to executive officers
generally, and in employee benefit and medical plans and other
arrangements as the Compensation Committee shall determine.  In
the event of termination by the Company "without cause," the
terminated officer shall receive his full base salary and medical
insurance coverage for a period of twelve months, and a portion of
any annual bonus shall be prorated to the date of termination.
Change in control provisions are similar to the Surratt Agreement
except that compensation would be at a rate of two years of base
pay and bonus.

FLYi, Inc., is the parent company of low-fare airline Independence
Air.  The company employs over 4,700 aviation professionals.  For
more information about FLYi, Inc., please visit our website at
http://www.FLYi.com/

Independence Air is the low-fare airline that makes travel fast
and easy for its customers with a customer-first attitude,
innovative thinking and a willingness to challenge the status quo.

As reported in the Troubled Company Reporter on Nov. 2, 2004,
Standard & Poor's Ratings Services lowered its ratings on FLYi
Inc., including lowering the corporate credit rating to 'CCC-'
from 'B-', and removed them from CreditWatch where they were
placed on Oct. 20, 2004.

As reported in the Troubled Company Reporter on Oct. 27, 2004,
Moody's Investors Service downgraded:

   * the Senior Implied rating of Atlantic Coast Airlines to Caa2
     from B3,

   * the rating for the $125 million senior unsecured convertible
     notes issued by Atlantic Coast's parent holding company,
     FLYi, Inc., to C from Caa3, and

   * the ratings assigned to the company's Enhanced Equipment
     Trust Certificates -- EETC -- were also downgraded.

The ratings action concludes a review initiated on
August 27, 2004.  The outlook is Negative.


FLYI INC: William Anthony Rice Resigns as Board of Director
-----------------------------------------------------------
FLYi, Inc., reported that Mr. William Anthony (Tony) Rice has
resigned from the Company's board of directors, effective
January 7, 2005.  The Company and Mr. Rice stated that Mr. Rice
resigned to avoid any appearance of conflict with aircraft
manufacturers and lenders as the Company works to address its
liquidity issues.

The Company's Board of Directors has appointed James C. Miller III
to serve as chair of the Board's Audit Committee and named
director Susan MacGregor Coughlin to the Board's Audit Committee.

FLYi, Inc., is the parent company of low-fare airline Independence
Air.  The company employs over 4,700 aviation professionals.  For
more information about FLYi, Inc., please visit our website at
http://www.FLYi.com/

Independence Air is the low-fare airline that makes travel fast
and easy for its customers with a customer-first attitude,
innovative thinking and a willingness to challenge the status quo.

As reported in the Troubled Company Reporter on Nov. 2, 2004,
Standard & Poor's Ratings Services lowered its ratings on FLYi
Inc., including lowering the corporate credit rating to 'CCC-'
from 'B-', and removed them from CreditWatch where they were
placed on Oct. 20, 2004.

As reported in the Troubled Company Reporter on Oct. 27, 2004,
Moody's Investors Service downgraded:

   * the Senior Implied rating of Atlantic Coast Airlines to Caa2
     from B3,

   * the rating for the $125 million senior unsecured convertible
     notes issued by Atlantic Coast's parent holding company,
     FLYi, Inc., to C from Caa3, and

   * the ratings assigned to the company's Enhanced Equipment
     Trust Certificates -- EETC -- were also downgraded.

The ratings action concludes a review initiated on
August 27, 2004.  The outlook is Negative.


FRIEDMAN'S: Amends Vendors' Secured Trade Credit Program Agreement
------------------------------------------------------------------
Friedman's, Inc., entered into a First Amendment to Secured Trade
Credit Program Letter Agreement and Secured Trade Credit Program
Terms and Conditions and Statement of Qualifications with
substantially all of the participating vendors under its secured
trade credit program on Dec. 31, 2004

The original Secured Trade Credit Program was inked on
Sept. 8, 2004.

The Amendment modifies the conditions vendors must meet for
continued qualification under the Secured Trade Credit Program,
including provisions relating to future shipments by participating
vendors to support Friedman's Valentine's Day sales plan.  The
Amendment also revised the schedule of amortization payments to
vendors under the Secured Trade Credit Program.

A full-text copy of the Amended Secured Trade Credit Program
Letter Agreement is available for free at:

http://pa.cannoncreek.com/SEC/20050106/0000950172-05-000070.txt

Founded in 1920, Friedman's Inc. -- http://www.friedmans.com/--  
is a leading specialty retailer based in Savannah, Georgia.  The
Company is the leading operator of fine jewelry stores located in
power strip centers and regional malls.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 4, 2004,
Friedman's Inc. said it anticipated breaching the financial
covenants contained in its amended and restated credit facility.
In particular, Friedman's expected to fail to meet cumulative
EBITDA requirements and a minimum ratio of Accounts Payable to
Inventory.  Friedman's senior secured credit facility, entered
into in Sept. 2004, consists of a senior revolving loan of up to
$67.5 million (maturing in 2006) and a $67.5 million junior term
loan (maturing in 2007).  Friedman's issued some warrants to
Farallon Capital Management, L.L.C., in connection with that
refinancing transaction.

Friedman's also entered into a secured trade credit program
providing security to vendors.  Part of the deal allows Friedman's
to stretch payment of invoices past due in July 2004 through 2005.

The company's most recently published balance sheet -- dated
June 28, 2003 -- shows $496 million in assets and $190 million in
liabilities.  The Company explains that its year-end closing
process was delayed because of an investigation by the Department
of Justice, a related informal inquiry by the Securities and
Exchange Commission, and its Audit Committee's investigation into
allegations asserted in a August 13, 2003, lawsuit filed by
Capital Factors Inc., a former factor of Cosmopolitan Gem
Corporation, a former vendor of Friedman's, as well as other
matters.  Ernst & Young has been working on a restatement of the
company's financials.  The company's signaled that a 17% or
greater increase to allowances for accounts receivable can be
expected.


GENERAL NUTRITION: Intends to Offer $150 Mil. Sr. Notes Due 2011
----------------------------------------------------------------
General Nutrition Centers, Inc., intends to offer, subject to
market conditions, $150,000,000 aggregate principal amount of
Senior Notes due 2011.  The offering will be made only to
qualified institutional buyers in accordance with Rule 144A under
the Securities Act of 1933, as amended, and to non-U.S. persons in
off shore transactions in accordance with Regulation S under the
Securities Act.  GNC intends to use the net proceeds of the
offering, together with cash on hand, to refinance in part its
senior term loan facility.

The securities to be offered have not been registered under the
Securities Act of 1933 or any state securities laws and unless so
registered may not be offered or sold in the United States except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act of 1933 and
applicable state securities laws.

                        About the Company

General Nutrition Centers, Inc., with headquarters in Pittsburgh,
Pennsylvania, retails vitamin, mineral, and nutritional supplement
products domestically and internationally through about 5700
company-operated and franchised stores.  Revenue for the twelve
months ending September 2004 was about $1.4 billion.

                          *     *     *

On Dec. 17, 2004, Moody's Investors Service downgraded all ratings
of General Nutrition Centers, Inc., including the Bank Loan to B2
from B1 and the 8.5% senior subordinated notes (2010) to Caa1 from
B3.  Moody's expectation that sales and debt protection measure
trends will remain poor over the medium-term, the uncertainty
regarding long-term strategy, and the need for continuous product
development prompted the downgrade.  Providing credit support are
the belief that the company will obtain the announced bank loan
amendment, Moody's opinion that free cash flow will not fall below
break-even in spite of continued weak sales, and potential
advantages from GNC's position as the leading retailer of vitamin,
mineral, & nutritional supplement -- VMS -- products.  The rating
outlook is stable.

Ratings lowered are:

     * $358 million secured Bank Facility to B2 from B1,

     * $215 million of 8.5% senior subordinated notes (2010) to
       Caa1 from B3,

     * Senior implied rating to B2 from B1, and the

     * Long-term unsecured issuer rating to B3 from B2.

Moody's does not rate the 12.0% redeemable preferred stock.


GOLD RUSH II: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Gold Rush II, Inc.
        1830 Cobb Parkway South
        Marietta, Georgia 30060

Bankruptcy Case No.: 05-60412

Chapter 11 Petition Date: January 5, 2005

Court: Northern District of Georgia (Atlanta)

Judge: Margaret Murphy

Debtor's Counsel: Gus H. Small, Esq.
                  Cohen Pollock Merlin Axelrod & Small
                  3350 Riverwood Parkway, Suite 1600
                  Atlanta, GA 30339
                  Tel: 770-858-1288

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 12 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Kimberly Olmstead             Loan to Corporation       $303,800
605 Meuse Way
Alpharetta, GA 30022

Prime Rate Premium Finance    Trade debt                  $9,800
Corp.
P.O. Box 100507
Florence, SC 29501

BMI                           Trade debt                  $7,700
10 Music Square East
Nashville, TN 37203

AETNA                         Trade debt                  $5,600

ASCAP                         Trade debt                  $1,318

Georgia Natural Gas           Trade debt                    $458

BFI Waste                     Trade debt                    $201

Comcast                       Trade debt                    $162

Ark Self Storage - Cobb       Trade debt                    $159

Premier Security              Trade debt                    $156

BellSouth Ad & Pub Corp.      Trade debt                    $127

National Linen Service        Trade debt                     $81


HAPPY KIDS: Court Approves Proskauer Rose as Bankruptcy Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Happy Kids Inc. and its debtor-affiliates permission to
employ Proskauer Rose LLP as their bankruptcy and reorganization
counsel.

Proskauer Rose will:

   a) advise the Debtors with respect to their powers and duties
      as debtors-in-possession;

   b) assist the Debtors in the preparation of their financial
      statements, schedules of assets and liabilities, statements
      of financial affairs and other reports and documentation
      required pursuant to the Bankruptcy Code and the Bankruptcy
      Rules;

   c) represent the Debtors at all hearings on matters pertaining
      to their affairs as debtors-in-possession;

   d) prosecute and defend litigated matters that may arise in the
      Debtors' chapter 11 cases;

   e) counsel and represent the Debtors in connection with the
      assumption or rejection of executory contracts and leases,
      administration of claims and numerous other bankruptcy-
      related matters arising from their chapter 11 cases;

   f) counsel the Debtors with respect to various general and
      litigation matters relating to their chapter 11 cases;

   g) assist the Debtors in obtaining confirmation of a plan of
      reorganization, approval the disclosure statement and all
      other matters related to the plan and disclosure statement;
      and

   h) perform all other legal services that are necessary and
      desirable for the efficient and economic administration of
      the Debtor's chapter 11 cases.

Sheldon I. Hirshon, Esq., a Member at Proskauer Rose, is the lead
attorney for the Debtors' restructuring.  Mr. Hirshon discloses
that the Firm received $100,000 retainer.

Mr. Hirshon reports Proskauer Rose's professionals bill:

    Designation         Hourly Rate
    -----------         -----------
    Partners            $525 - 750
    Senior Counsel       465 - 625
    Associates           250 - 475
    Paraprofessionals    150 - 220

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

Headquartered in New York, New York, Happy Kids Inc. and its
affiliates are leading designers and marketers of licensed,
branded and private label garments in the children's apparel
industry.  The Debtors' current portfolio of licenses includes
Izod (TM), Calvin Klein (TM) and And1 (TM).  The Company and its
debtor-affiliates filed for chapter 11 protection on January 3,
2005 (Bankr. S.D.N.Y. Case No. 05-10016).  When the Debtor filed
for protection, it listed total assets of $54,719,000 and total
debts of $82,108,000.


HARRAH'S ENTERTAINMENT: Schedules Conference Call on Feb. 2
------------------------------------------------------------
Harrah's Entertainment, Inc. (NYSE: HET) will host a conference
call Wednesday, Feb. 2, 2005, at 9:00 a.m. Eastern Standard Time
to discuss its 2004 fourth-quarter and full-year results
http://www.newscom.com/cgi-bin/prnh/20021220/LAF055LOGO

Those interested in participating in the call should dial:

           1-888-399-2695, or 1-706-679-7646

for international callers, approximately 10 minutes before the
call start time.

A taped replay of the conference call can be accessed at:

           1-800-642-1687, or 1-706-645-9291

for international callers, beginning at 10:00 a.m. EST on
Wednesday, February 2. The replay will be available through
11:59 p.m. EST on Tuesday, February 8. The passcode number for the
replay is 3289511.

Interested parties wanting to listen to the conference call may do
so on the company's Web site -- http://www.harrahs.com-- in the
Investor Relations section.

Various subsidiaries of Harrah's Entertainment, Inc., own or
manage 28 casinos in the United States, primarily under the
Harrah's and Horseshoe brand names.  Founded 67 years ago,
Harrah's Entertainment is focused on building loyalty and value
with its valued customers through a unique combination of great
service, excellent products, unsurpassed distribution, operational
excellence and technology leadership.

                          *     *     *

As reported in the Troubled Company Reporter on July 19, 2004,
Fitch Ratings has affirmed the following long-term debt ratings of
Harrah's Entertainment and placed the long-term ratings of Caesars
Entertainment on Rating Watch Positive.

     HET

          -- Senior secured debt 'BBB-';
          -- Senior subordinated debt 'BB+'.

     CZR

          -- Senior unsecured debt 'BB+';
          -- Senior subordinated debt 'BB-'.


INTERSTATE BAKERIES: Judge Venters Approves Bidding Protocol
------------------------------------------------------------
To further their reorganization efforts, Interstate Bakeries
Corporation and its debtor-affiliates have been working with their
advisors to streamline operations by eliminating and reducing
unnecessary operating expenses in disposing of surplus assets.  As
part of this strategy, the Debtors have previously rejected 94
real property leases.

Paul M. Hoffman, Esq., at Stinson Morrison Hecker, LLP, in Kansas
City, Missouri, informs the Court that the Debtors continue to
assess and evaluate numerous vendor agreements, executory
contracts, and opportunities for asset disposition in an effort
to maximize cash flow, minimize excessive carrying costs, and
increase return on invested capital.

According to Mr. Hoffman, there are at least two procedures
customarily followed when a debtor desires to sell certain of its
assets.  One procedure involves a "two-step" process in which the
debtors first obtain approval of the sales process, including
bidding and auction procedures, termination fees, and related
matters, followed by approval of an actual sales transaction.
The second procedure, a "one-step" process, entails the debtors'
request for approval of a sales transaction, including
ratification of the marketing and sales process itself, in one
hearing.

To facilitate prompt dispositions of their non-core assets, the
Debtors ask the Court to approve the proposed standing bidding
procedures and bid protection.

The Debtors believe that the proposed standard bidding procedures
and bid protection are the most likely mechanisms for maximizing
the realizable value of various sales opportunities that may
arise, while providing clear, advance notice to parties-in-
interest of the ground rules.

                     Standing Bidding Procedures

The salient features of the proposed procedures are:

A. Only Qualified Bidders may participate in the asset sales
    process.  Qualified Bidders are those prospective bidders who
    deliver to the Debtors:

       a. an executed confidentiality agreement in form and
          substance satisfactory to the Debtors;

       b. current audited financial statements or other financial
          information of the bidder or its equity holder(s)
          demonstrating the bidder's financial capability to
          consummate the proposed asset sale, as determined by the
          Debtors in their sole discretion; and

       c. a preliminary, non-binding proposal identifying the
          assets to be purchased, the purchase price range, the
          nature and extent of any due diligence it wishes to
          conduct, any conditions it may wish to impose, and
          financial information demonstrating its ability to
          consummate the sale.

    Qualified Bidders may be allowed to conduct due diligence on
    the assets at the Debtors' option.

B. For a bid to be a Qualified Bid, it must be:

       a. in the form of an asset purchase agreement acceptable to
          the Debtors;

       b. accompanied by a good faith deposit in an amount equal
          to at least 10% of the value of the bid;

       c. accompanied by a financing commitment or other evidence
          of ability to consummate the transaction; and

       d. received by the Debtors before the Bid Deadline
          established by the Debtors.  By making a bid, a bidder
          will be deemed to have agreed to keep this offer open
          until the earlier of:

          (x) two business days after the assets on which the
              bidder is bidding have been disposed of pursuant to
              the Bidding Procedures; and

          (y) 30 days after the Sale Hearing.

C. To induce Qualified Bidders to submit offers to the Debtors,
    the Debtors seek the Court's authority to offer to the
    first Qualified Bidder, submitting a Qualified Bid
    acceptable to the Debtors Bid Protection, the right to
    receive a termination fee in an amount equal to no more
    than 2% of the cash value of the Qualified Bid in the event
    another Qualified Bidder ultimately is the Successful
    Bidder and the transaction closes.  The termination fee
    would not be offered with respect to insiders, nor will the
    Bid Protection be granted more than once as to any particular
    asset.  As an additional inducement for a bidder to make the
    first bid with respect to a particular sale, the Debtors also
    seek Court authority to provide the bidder reasonable and
    documented expense reimbursement of up to $50,000, likewise
    payable only in the event the Debtors close on a higher or
    otherwise better offer submitted by a competing bidder.

D. If one or more Qualified Bidders submit Qualified Bids before
    expiration of the Bid Deadline, the Debtors will file with
    the Court and serve a copy of the first Qualified Bid and,
    to the extent not already provided, a copy of the Debtors'
    Request or Order on:

       a. the United States Trustee;

       b. counsel to the statutory committees officially formed in
          the Debtors' bankruptcy cases;

       c. counsel to the agent for the pre-petition lenders; and

       d. counsel to the agent for the postpetition lenders.

E. If the Debtors receive more than one Qualified Bid for a
    particular asset or pool of assets, the Debtors may conduct
    an auction for the asset or assets on a date and at a
    location as the Debtors may determine.  Bidding at the
    Auction will commence with the highest or otherwise best
    Qualified Bid, as determined by the Debtors in their sole
    discretion, and continue in a manner as the Debtors may
    determine will result in the highest or otherwise best
    offer.

F. At the conclusion of the bidding, the Debtors will announce
    their determination as to the person or entity submitting
    the highest or otherwise best bid.  In making that
    determination, the Debtors will consider, among other things,
    the total consideration to be received by their estates as
    well as other financial and contractual terms relevant to the
    sale process, including those factors affecting the speed and
    certainty of consummating the sale.

G. The Debtors may determine, in their business judgment and in
    consultation with the representatives of the Committees,
    which Qualified Bid is the highest or otherwise best offer
    and reject, at any time before entry of a Court order
    approving a Qualified Bid, any bid that is:

       a. inadequate or insufficient;

       b. not in conformity with the requirements of the
          Bankruptcy Code, the Bidding Procedures, or the terms
          and conditions of the sale; or

       c. contrary to the best interests of the Debtors, their
          estates and their creditors.

H. The Debtors will immediately submit any Successful Bids to the
    Court before the omnibus hearing for which the Debtors have,
    by request, requested a hearing for the approval of the sale
    of affected assets.  To the extent that the Bidding Procedures
    are implemented with respect to a sale that is subject to the
    Order Pursuant to Sections 105 and 363 of the Bankruptcy Code
    Approving Procedures to Sell Certain De Minimis Assets Free
    and Clear of Liens, Claims, and Encumbrances and to Pay Market
    Rate Broker Commissions in Connection with Such Sales Without
    Further Court Approval, notice of the Successful Bidder will
    be sent pursuant to the notice provisions of the De Minimis
    Sale Order.

I. The Debtors will be deemed to have accepted a bid only when
    the bid has been approved by the Court at the Sale Hearing
    or at the time as the Debtors would otherwise be authorized
    to consummate the sale in accordance with the terms and
    conditions of the De Minimis Sale Order.  If there is
    failure to consummate any sale because of a breach or failure
    on the part of any Successful Bidder, the Debtors seek the
    Court's permission to select the next highest or otherwise
    best Qualified Bid to be the Successful Bid without further
    Court order.

                           Bid Protection

To induce potential purchasers to expend the time, energy, and
resources necessary to submit a Qualified Bid that the Debtors
can use as a minimum or "stalking horse" bid, the Debtors propose
to offer to potential purchasers, excluding insiders, a
termination fee of up to 2% of the first Qualified Bid accepted
by the Debtors, payable to the bidder in the event the Debtors
close a higher bid or otherwise better offer with a competing
bidder.

The Debtors, Mr. Ivester states, may also provide a "stalking
horse" bidder reasonable and documented expense reimbursement of
up to $50,000, likewise only payable if the Debtors close on a
competing transaction.

The Debtors believe that the proposed Bid Protection:

    * is fair and reasonable in relation to any Qualified Bid
      received;

    * will benefit the estates by providing an incentive to
      potential purchasers to expend the resources necessary to
      formulate offers; and

    * will induce bids that potentially may have never been made
      and without which bidding may be limited.

"[A]ny Qualified Bid submitted with the assistance of Bid
Protection will provide a minimum bid on which other bidders can
rely, thereby increasing the likelihood that the sales price will
represent their true worth," Mr. Ivester explains.  "The Debtors
will work with the Committees to ensure that the Bid Protection
with respect to any given asset, if any, is designed to maximize
the value of the affect asset to the Debtor's estates."

According to Mr. Ivester, the Debtors' ability to offer Bid
Protection enables them to ensure sales to contractually
committed bidders at prices they believe to be fair, while
providing the Debtors with the potential of even greater benefit
to the estates.

                           *     *     *

Judge Venters approves the Bidding Procedures and Bid Protection.

At least 10 days before an Auction, Judge Venters directs the
Debtors to serve by overnight courier a notice identifying, the
asset(s) to be sold, the Bid Deadline, the date of the Auction
and a copy of the Bidding Procedures as modified for the sale of
the asset(s), to:

    (a) counsel to the statutory committees officially formed in
        the Debtors' cases;

    (b) counsel to the agent for the prepetition lenders;

    (c) counsel to the agent for the postpetition lenders; and

    (d) all parties, including any brokers, who have expressed in
        writing an interest within the past six months in
        purchasing the asset(s) to be sold at the Auction.

In addition, the Debtors will, to the extent practicable but in
all cases before the commencement of an Auction, provide the
Notice Parties with reasonable notice of any stalking horse
bidder, including a copy of the relevant asset purchase
agreement, extensions of the Bid Deadline or Bid Protection to be
provided to any bidder.

At least five business days before an Auction, the Debtors will
provide to the Notice Parties:

         (i) a description of all advertising efforts taken or to
             be taken by the Debtors with respect to the Auction;
             and

        (ii) a disclosure of any prior relationship between the
             Debtors and any stalking horse bidder, if any.

Unless otherwise agreed to by the Notice Parties, for any sale of
an individual asset or group of assets with a minimum purchase
price exceeding $2,000,000 per sale, the Debtors will publish in
a manner that is reasonable and practicable under the
circumstances, a notice identifying the asset or assets to be
sold, the Bid Deadline, the date of the Auction and the minimum
purchase price for the assets, if any.

According to Judge Venters, the Bidding Procedures will not apply
to any sale of an individual asset or group of assets for a
purchase price in an amount exceeding $15,000,000 per sale
without the prior consent of the Notice Parties.  If consent is
obtained with respect to a proposed sale, the Bidding Procedures
will apply to the sale without further Court order.  Otherwise,
the Debtors will file a request seeking approval of bidding
procedures with respect to any sale.

The Debtors' DIP Lenders hold valid, duly perfected security
interests in and liens on certain of the Debtors' assets.  Judge
Venters further rules that any and all proceeds obtained by the
Debtors from any sales of the assets will be applied, as required
by that certain Revolving Credit and Letter of Credit Facility
approved by the Court.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R). The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S.

The Company and seven of its debtor-affiliates filed for chapter
11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6.0% senior subordinated convertible notes due August 15, 2014,
on Aug. 12, 2004) in total debts.


IMPAC CMB: S&P Affirms Low-B Ratings on Bond Classes F & G
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on classes
C, D, and E of IMPAC CMB Trust 1998-C1's collateral commercial
mortgage bonds.  Concurrently, all other outstanding ratings are
affirmed.

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

As of the December 2004 remittance date, the trust collateral
consisted of 123 commercial mortgages with an outstanding balance
of $205.2 million, down 35.4% since issuance.  To date, there have
been three realized losses totaling $934,425 (0.29% of initial
pool balance).  The master servicer, Midland Loan Services, Inc.,
reported partial or full year 2003 net cash flow debt service
coverage ratios -- DSCRs -- for 94.5% of the pool.  Based on this
information, Standard & Poor's calculated a pool DSCR of 2.01x,
improved from 1.37x at issuance.  There are no defeased loans in
the pool.

The largest exposure in the pool is the Danis Fixed Portfolio,
which consists of seven cross-collateralized and cross-defaulted
loans totaling $17.3 million (8.4%).  The loans share a common
borrower, the Danis Co., which is also the borrower on three
floating-rate loans totaling $3.4 million (1.7%).  The
floating-rate loans are also cross-collateralized and
cross-defaulted.  Both portfolios have been transferred to the
special servicer, Midland, due to imminent default.  All of the
Danis properties are located in Ohio, most in the Dayton area.
The borrower is suffering from considerable financial difficulties
and has expressed an inability to pay.  The fixed- and
floating-rate portfolios have a weighted average DSCR of 1.12x and
0.35x, respectively, as of year-end 2003, down from 1.19x and
1.18x at issuance.  Interim 2004 financial statements reflect
further deterioration for both portfolios.  Further information is
not available at this time.

Excluding the Danis loans, the weighted average DSCR for the top
10 loans, which comprise 26.4% of the pool, rose to 1.63x, up from
1.36x at issuance.  Eight of the top 10 loans have improved DSCRs
from issuance.

In addition to the Danis loans, there are four loans, with a
combined balance of $8.8 million (or 4.3% of the pool) that are in
special servicing.  One loan is current and three are 90-plus days
delinquent.  They are the only delinquent loans in the pool.

The largest specially serviced loan is secured by Cedar Plaza
Shopping Center.  The loan is current and has a balance of
$5.37 million (2.6%, $59 per sq. ft.).  The center, which is
located in Mountainlake Terrace, Washington, is 90,293 sq. ft.
Most recent occupancy and NOI DSCR are 98% and 2.0x, respectively.
The borrower disputed the required escrow payments but has kept
the loan current.  Valuation estimates are in excess of the loan
amount.  No loss is expected on this asset. Losses are expected on
all of the 90-plus day delinquent assets.  Details are:

   -- The Norfolk Country Inn loan has a balance of $1.60 million
      and a total exposure of $1.85 million (0.78%, $14,500 per
      room).   It is secured by a 127-room unflagged
      limited-service lodging property in Norfolk, Neb., which was
      built in 1964.  The property suffers from very low occupancy
      (25%).  The primary source of cash flow for the property is
      the restaurant and lounge, which are operated by the
      borrower.

   -- The Flagstaff Inn loan has a balance of $1.22 million and a
      total exposure of $1.82 million (0.60%, $18,200 per unit).
      A 100-room Super 8 motel in Flagstaff Arizona, built in
      1972, secures the loan.  Midland has received two purchase
      offers for the property for approximately $1.1 million,
      which are subject to a due diligence period.  The property
      has some deferred maintenance that needs to be cured in
      order to retain the Super 8 flag.

   -- The Pioneer Square loan has a balance of $594,000 and a
      total exposure of $718,000 (0.29%, $32 per sq. ft.).  It is
      secured by a 22,380-sq.-ft. office property in Omaha
      Nebraska that was built in 1976.  Midland has received an
      offer of $620,000 to purchase the property.

The servicer's watchlist includes 28 loans totaling $42.5 million
(20.7%).  The loans on the watchlist appear due to low
occupancies, DSC, or upcoming lease expirations, and were stressed
accordingly by Standard & Poor's.

The pool has significant geographic concentrations in:

               * California (45.8%),
               * Ohio (11.3%),
               * Texas (10.3%),
               * Washington (7.4%),
               * Arizona (7.0%),
               * Wisconsin (5.4%), and
               * Oregon (5.1%).

Significant property type concentrations include:

               * retail (25.6%),
               * office (20.6%),
               * multifamily (18.0%),
               * industrial (15.9%),
               * mixed use (12.67%), and
               * lodging (4.5%).

Standard & Poor's stressed various loans in the mortgage pool,
paying closer attention to the specially serviced and watchlisted
loans.  The expected losses and resultant credit enhancement
levels adequately support the current rating actions.

                         Ratings Raised

                    IMPAC CMB Trust 1998-C1
      Collateral Commercial Mortgage Bonds Series 1998-C1

            Rating
        Class     To       From      Credit Enhancement
        -----     --       ----      ------------------
        C         AAA      AA                    32.17%
        D         AAA      A                     22.10%
        E         AA       BBB+                  19.78%

                        Ratings Affirmed

                    IMPAC CMB Trust 1998-C1
      Collateral Commercial Mortgage Bonds Series 1998-C1

           Class      Rating       Credit Enhancement
           -----      ------       ------------------
           A-1B       AAA                     49.21%
           A-2        AAA                     49.21%
           B          AAA                     41.46%
           F          BB+                     10.87%
           G          B                        5.45%


INSIGHT COMMS: Cancels $4.3M Employee Loans in Exchange for Shares
------------------------------------------------------------------
In connection with Insight Communications' initial public offering
in July 1999, certain of its employees received shares of our
common stock.  In October 1999 and April 2000, the Company made
non-recourse loans to certain of these employees, the proceeds of
which were used to satisfy the individual income tax obligations
with respect to the receipt of these shares.  The loans that
remained outstanding as of Dec. 31, 2004 were represented by notes
with identical terms secured by a pledge of the shares of common
stock received by the individuals.

The Loans had a scheduled maturity date of Oct. 1, 2009, and
accrued interest at the annual rate of 5.07%, with accrued
interest payable on October 1 of each year.  The Loans, including
accrued interest, were payable by employees 180 days following the
termination of their employment, except that certain debtors who
are now former employees were  granted  an  additional 12 months
following their termination of employment to repay their
respective  Loans.  The aggregate principal amount of the Loans as
of Dec. 31, 2004 was approximately $4.3 million.  None of the
Loans were owed by executive officers or former executive
officers.

Between Dec. 8 and 31, 2004, the Company made an offer to each of
the individuals with a Loan obligation to:

   -- cancel the individual's  Loan (including  accrued interest)
      upon the surrender to the Company the individual's  pledged
      shares; and

   -- issue  restricted  shares of our Class A common stock as an
      incentive to surrender the Shares and,

       (i) in the case of current  employees, to encourage the
           employee's  long-term  future performance, and

      (ii) in the case of former employees, to reward the
           former employees for their past services to the
           Company.

As of Dec. 31, 2004, each of the individuals with a Loan
obligation accepted the offer and surrendered an aggregate of
395,210 shares of common stock in cancellation of the aggregate
$4.3 million of Loans.  The closing price of our Class A common
stock on such date was $9.27.  Within five business days after the
Company receive stockholder approval of certain amendments to our
1999 Equity Incentive Plan, which amendments relate to the
issuance of the Restricted Stock, the employees and former
employees will be granted an aggregate of 825,641 shares of
Restricted Stock.

                   Employee Restricted Stock

The Restricted Stock to be issued to employees will vest in five
equal installments beginning on Nov. 15, 2005.  Any shares of
Restricted Stock that have not vested on or before a voluntary
termination of employment, involuntary termination of employment
without cause or termination of employment with cause will be
forfeited.  All of the Restricted Stock will become fully vested
and nonforfeitable upon (a) a change of control or (b) a
termination of employment due to death or disability.

                Former Employee Restricted Stock

Fifty percent of the Restricted Stock will vest on the date of
grant and the balance will vest in five equal installments
beginning on November 15, 2005.  All of the Restricted Stock will
become freely transferable upon (a) a change of control or (b)
death or disability.

Insight Communications (NASDAQ:ICCI) is the 9th largest cable
operator in the United States, serving approximately 1.4 million
customers in the four contiguous states of Illinois, Kentucky,
Indiana and Ohio.  Insight specializes in offering bundled,
state-of-the-art services in mid-sized communities, delivering
basic and digital video, high-speed data and the recent deployment
of voice telephony in selected markets to its customers.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 21, 2004,
Moody's Investors Service changed the rating outlook for the debt
of Insight Communications Company, Inc. -- Insight -- and its
subsidiaries, including 50%-owned Insight Midwest LP -- Midwest --
and its wholly owned subsidiary Insight Midwest Holdings, LLC --
Midwest Holdings -- to stable from negative.  Moody's also raised
the company's speculative grade liquidity rating to SGL-2 from
SGL-3 and affirmed all other ratings.  The outlook change broadly
reflects a reduced probability of default based on expectations
for the recently evident improvements in subscriber trends and
free cash flow generating ability to continue, notwithstanding
acknowledged expense growth in future periods.  As a result, the
prospect of a requisite ratings downgrade is deemed less likely.
The liquidity rating upgrade similarly reflects evidence of
improving cash flow trends and Moody's expectation for their
continuation.  Moody's now characterizes Insight's liquidity over
the forward 12 months to Dec. 31, 2005 as "good."

Moody's ratings for Insight and its subsidiaries are:

   -- Insight Communications Company, Inc.

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

      * Senior Unsecured Issuer Rating -- Caa2 (affirmed)

      * Senior Implied Rating -- B1 (affirmed)

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

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

   -- Insight Midwest, L.P.

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

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

   -- Insight Midwest Holdings, LLC

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

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

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

As reported in the Troubled Company Reporter on May 11, 2004,
Fitch Ratings has initiated coverage of Insight Communications
Company, Inc. -- ICCI, Insight Midwest, LP and Insight Midwest
holdings, LLC -- Holdings.

Fitch has assigned a 'CCC+' rating to ICCI's 12.25% senior
discount notes due 2011.  Additionally, Fitch has assigned a 'B+'
rating to Insight's 9.75% senior unsecured notes due 2009 and the
10.50% senior unsecured notes due 2010.  Lastly, Fitch has
assigned a 'BB+' rating to the senior secured bank facility at
Holdings.  The Rating Outlook for all of the ratings is Stable.
Fitch's rating actions effect approximately $2.8 billion of debt
as of the end of the first-quarter 2004 (1Q'04) of which
approximately $1.5 billion is senior secured.


INTEGRATED ELECTRICAL: Names David Miller as Senior VP & CFO
------------------------------------------------------------
Integrated Electrical Services, Inc. (NYSE: IES - News) reported
that David A. Miller has been named Senior Vice President and
Chief Financial Officer. Mr. Miller will assume the role
immediately.

Mr. Miller has 10 years of financial and public accounting
experience.  Mr. Miller has been with IES since its inception in
January 1998 and most recently has been the Company's Vice
President and Chief Accounting Officer, a position he has held for
the last three years.  During his tenure at IES, he has been
involved in all aspects of the finance function, including
accounting and reporting, Sarbanes-Oxley and SEC compliance,
internal audit, treasury and risk management, acquisitions and
dispositions, tax and strategic planning.

Mr. Miller also participated in the Company's recent bank
amendments and convertible debt issuance and played an integral
role in the Company's strategic realignment and related
divestitures.

Prior to joining IES, Mr. Miller held positions in private
industry and with a Big Five public accounting firm.  While in
public accounting, Mr. Miller performed audits and advised clients
for multiple public and private companies covering a wide range of
industries.  Additionally, Mr. Miller has participated in several
public company registrations and IPOs.

Mr. Miller holds both a Bachelor of Business Administration and a
Master in Professional Accounting degree from The University of
Texas at Austin, and he is a Certified Public Accountant.

"We are extremely pleased to name David as our CFO.  His
leadership, integrity, skills, and company knowledge uniquely
position David to assume this role in our organization," said
Roddy Allen, IES' President and CEO.

Integrated Electrical Services, Inc., is the leading national
provider of electrical solutions to the commercial and industrial,
residential and service markets.  The company offers electrical
system design and installation, contract maintenance and service
to large and small customers, including general contractors,
developers and corporations of all sizes.


ISLE OF CAPRI: Moody's Rates Proposed $650M Sr. Sec. Debt at Ba2
----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Isle of Capri
Casinos, Inc.'s proposed $650 million senior secured bank
facility.  Proceeds from the new bank facility will be used to
refinance the company's existing Ba2 rated bank debt, and to help
fund expansion projects.  Moody's also confirmed Isle's Ba3 senior
implied rating, B1 senior unsecured long-term issuer rating, and
B2 senior subordinated rating.  The ratings outlook remains
stable.

The confirmation considers Isle's stable operating history, and
diverse portfolio of slot based, regional casino properties.  The
rating also considers the company's continued significant
development activity within the restricted group that is expected
to keep Isle's restricted group debt/EBITDA level above 5.0x
through fiscal 2006, a level higher than the restricted group has
experienced over the past few years.  Moody's anticipates that
Isle's existing and current properties, as well as planned
expansion projects, will generate returns that will ultimately
assist in achieving a debt/EBITDA level more consistent with
Isle's restricted group Ba3 senior implied rating.

Isle's current development activity and resulting leverage limits
any near and intermediate term ratings upside.  A combination of
certain factors could put downward pressure on Isle's ratings.
These factors include flat or declining operating results and a
material increase in restricted group capital spending above what
is known at this time.  Also considered are Isle's possible new
developments in Illinois, Florida, the United Kingdom, and other
jurisdictions.  The current expectation is that most, if not all,
of these possible future developments will likely be financed
outside of the restricted group structure when, and if, Isle is
able to move forward on these projects.  Isle's decision regarding
the ultimate timing, amount, financing, and management of these
potential developments will also be key to the company maintaining
its Ba3 senior implied rating.

The new bank loan will be secured by the assets and capital stock
of Isle's restricted subsidiaries, and will be guaranteed by all
direct and indirect restricted subsidiaries.  The one-notch rating
differential between Isle's Ba2 senior secured bank loan rating
and its Ba3 senior implied rating reflects the superior recovery
profile of the credit facility relative to other debt obligations
in the company's capital structure.  Moody's analysis of
distressed asset and enterprise values determined that senior
secured lenders would be adequately protected under distressed
circumstances.

These new ratings were assigned:

   -- $400 million senior secured 5-year revolving credit
      facility, at Ba2; and

   -- $250 million senior secured 6-year term loan B, at Ba2.

These existing ratings were confirmed:

   -- Senior implied rating, at Ba3;

   -- $200 million 9% senior subordinated notes due 2012, at B2;

   -- $500 million 7% senior subordinated notes due 2014, at B2;

   -- $250 million senior secured revolving credit facility due
      2007, at Ba2;

   -- $206 million senior secured term loan facility due 2008, at
      Ba2; and

   -- Senior unsecured issuer rating, at B1.

The ratings on Isle's existing revolver and term loan will be
withdrawn once the new bank facility takes effect.

Isle of Capri Casinos, Inc., owns and operates riverboat and
dockside casinos in:

      * Biloxi, Vicksburg, Lula and Natchez, Mississippi;
      * Bossier City and Lake Charles (2 riverboats), Louisiana;
      * Bettendorf, Davenport and Marquette, Iowa; and
      * Kansas City and Boonville, Missouri.

The company also owns a 57 percent interest in and operates
land-based casinos in Black Hawk (two casinos) and Cripple Creek,
Colorado.  Isle of Capri's international gaming interests include
a casino that it operates in Freeport, Grand Bahama, and a
two-thirds ownership interest in casinos in Dudley, Walsal and
Wolverhampton, England.  The company also owns and operates
Pompano Park Harness Racing Track in Pompano Beach, Florida.


IWO HOLDINGS: Bankruptcy Services Approved as Noticing Agent
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave IWO
Holdings, Inc., and its debtor-affiliates permission to employ
Bankruptcy Services LLC as their official noticing agent.

Bankruptcy Services will:

   a) notify all potential creditors of the filing of its
      bankruptcy petition pursuant to the provisions of the
      Bankruptcy Code;

   b) file with the Bankruptcy Clerk a copy of the notice of the
      bankruptcy petition served by Bankruptcy Services, a list of
      persons and entities to whom is was mailed, and the date the
      notice was mailed;

   c) record all transfers of claims and provide notices of those
      transfers of claims as required by Bankruptcy Rule 3001;

   d) maintain the official mailing lists of the Debtors'
      claimants; and

   e) assist the Debtors in providing notices to their creditors
      and interest holders of the hearings to approve their
      disclosure statement and confirm their plan of
      reorganization.

Kathy Gerber, a Senior Vice-President at Bankruptcy Services, is
the lead professional performing services to the Debtors.  Ms.
Gerber will charge at $210 per hour.

Ms. Gerber reports Bankruptcy Services' professionals bill:

    Designation               Hourly Rate
    -----------               -----------
    Senior Consultants        $185
    Programmers                130 - 160
    Associates                 135
    Data Entry/Clerical         40 - 60

Bankruptcy Services assures the Court that it does not represent
ant 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).  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.


IWO HOLDINGS: Has Until March 7 to File Bankruptcy Schedules
------------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy District of
Delaware gave IWO Holdings, Inc., and its debtor-affiliates, more
time to file their Schedule of Assets and Liabilities, Statement
of Financial Affairs, and Schedule of Executory Contracts and
Unexpired Leases.  The Debtors have until March 7, 2005, to file
those documents.

The Debtors tell the Court that due to the scope of their business
operations, collection and compilation of the necessary
information of their Schedules and Statements will require an
enormous expenditure of time, effort and resources on their part
and on their employees.

The Debtors relate that in preparing their required Schedules and
Statements, they must compile information from books, records, and
documents relating to a myriad of assets at numerous locations
throughout the Debtors' area of services in the U.S.

The Debtors assure Judge Walsh that the extension will not
prejudice their creditors and other parties in interest and the
extension will give them more time to accurately compile and
prepare all the information needed for their Schedules and
Statements.

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.


JAPAN PACIFIC: Lowndes Drosdick Approved as Examiner's Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida gave
Michael Moecker, the Chapter 11 Examiner for the estate of Japan
Pacific Trading Corporation and its debtor-affiliates, permission
to employ Lowndes, Drosdick, Doster, Kantor & Reed, P.A., as his
general counsel.

Lowndes Drosdick will:

   a) assist Mr. Moecker in fulfilling his duties as the Chapter
      11 Examiner for the Debtors and in representing its estate;

   b) advise Mr. Moecker in the areas of general bankruptcy issues
      and real estate advise in relation to the Debtors' chapter
      11 cases; and

   c) provide Mr. Moecker will all other legal services that are
      necessary and appropriate for the Debtors' bankruptcy cases.

Robert F. Higgins, Esq., a Shareholder at Lowndes Drosdick, is the
lead attorney for Mr. Moecker.  Mr. Higgins will charge the
Debtors' estates $350 per hour for his services.

Mr. Higgins reports Lowndes Drosdick's professionals bill:

    Designation           Hourly Rate
    -----------           -----------
    Partners              $300 - 400
    Associates             145 - 225
    Paralegals             120

Lowndes Drosdick assures the Court that it does not represent any
interest adverse to Mr. Moecker, the Debtors or their estates.

Headquartered in Groveland, Florida, Japan Pacific Trading Corp.
and its debtor-affiliates filed for chapter protection on Oct. 7,
2004, (Bankr. M.D. Fla. Case No. 04-11049).  R. Scott Shuker,
Esq., at Gronek & Latham LLP, represents the Debtors in their
restructuring.  When the Debtor filed for protection from its
creditors, it estimated $1 million to $10 million in assets and
$10 million to $50 million of liabilities.


KAISER ALUMINUM: Disclosure Statement Trial Continued to Feb. 23
----------------------------------------------------------------
Jack A. Hockema, President and Chief Executive Officer of Kaiser
Aluminum Corporation, reports that on December 22, 2004, the
United States Bankruptcy Court for the District of Delaware
considered the Debtors' request for approval of the two disclosure
statements on the liquidating plans for Alpart
Jamaica, Inc., and Kaiser Jamaica Corporation, and Kaiser Alumina
Australia Corporation and Kaiser Finance Corporation.

"Several parties to the cases filed objections to these plans,
which were not unexpected, and the Court heard everyone out on
these issues," Mr. Hockema says.

"Because today's hearing did not result in any definitive
resolution of these objections, the Court said it would consider
the arguments and have another hearing on these two plans on
Feb. 23, 2005."

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)


KMART HOLDING: Syndicating $4 Billion Revolving Credit Facility
---------------------------------------------------------------
Sears Holdings Corporation, currently a wholly owned subsidiary of
Kmart Holding Corporation created to facilitate the business
combination between Kmart Holding Corporation and Sears, Roebuck
and Co., launches syndication for a $4.0 billion Senior Secured
Revolving Credit Facility.  Sears Holdings Corporation will be the
holding company for the Sears and Kmart businesses after
completion of the business combination, which is expected to close
by early March 2005.  $3.5 billion already has been committed
toward the facility by eight financial institutions.  The facility
is to be available for five years to fund working capital needs,
capital expenditures, acquisitions and other general corporate
purposes.

"The strong start to the syndication reflects confidence within
the bank market in the financial strength of Sears Holdings
Corporation, the leadership of the combined management teams and
the focus on profitability provided by its Chairman, Edward S.
Lampert, whose ESL investment partnerships will be the company's
largest shareholder," said James B. Lee, vice chairman of JPMorgan
Chase & Co., one of the Joint Lead Arrangers.

The credit facility would become effective upon consummation of
the business combination between Kmart Holding Corporation and
Sears, Roebuck and Co., which is subject to shareholder and
regulatory approvals and is expected to occur by early March 2005.
The company has engaged JPMorgan, Citigroup and Bank of America as
Joint Lead Arrangers and Joint Bookrunners with JPMorgan serving
as Administrative Agent.

                 About Sears Holdings Corporation

Created in connection with the merger of Kmart and Sears announced
on Nov. 17, 2004, and subject to the receipt of shareholder and
regulatory approvals and the satisfaction or waiver of other
conditions, upon close of the merger, Sears Holdings Corporation
is expected to be the nation's third largest broadline retailer,
with approximately $55 billion in annual revenues, 2,350 full-line
and off-mall stores and 1,100 specialty retail stores.  Sears
Holdings is expected to be the leading home appliance retailer as
well as a leader in tools, lawn and garden, home electronics and
automotive repair and maintenance.  Key proprietary brands are
expected to include Kenmore, Craftsman and DieHard, and a broad
apparel offering, including such well-known labels as Lands' End,
Jaclyn Smith and Joe Boxer, as well as the Apostrophe and
Covington brands.  It is also expected to have Martha Stewart
Everyday products, which are now offered exclusively in the U.S.
by Kmart and in Canada by Sears Canada.

                 About Kmart Holding Corporation

Kmart Holding Corporation and its subsidiaries is a mass
merchandising company that offers customers quality products
through a portfolio of exclusive brands that include Thalia Sodi,
Jaclyn Smith, Joe Boxer, Martha Stewart Everyday and Route 66.
For more information visit Kmart's website at
http://www.kmart.com/

                   About Sears, Roebuck and Co.

Sears, Roebuck and Co. is a leading broadline retailer providing
merchandise and related services.  With revenues in 2003 of $41.1
billion, Sears offers its wide range of home merchandise, apparel
and automotive products and services through more than 2,300
Sears-branded and affiliated stores in the U.S. and Canada, which
includes approximately 870 full-line and 1,100 specialty stores in
the U.S.  Sears also offers a variety of merchandise and services
through http://www.sears.com,http://www.landsend.com,and
specialty catalogs.  Sears is the only retailer where consumers
can find each of the Kenmore, Craftsman, DieHard and Lands' End
brands together -- among the most trusted and preferred brands in
the U.S.  The company is the largest provider of product repair
services with more than 14 million service calls made annually.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- is a mass
merchandising company that offers customers quality products
through a portfolio of exclusive brands that include Thalia Sodi,
Jaclyn Smith, Joe Boxer, Martha Stewart Everyday, Route 66 and
Sesame Street.  The Company filed for chapter 11 protection on
January 22, 2002 (Bankr. N.D. Ill. Case No. 02-02474).  Kmart
emerged from chapter 11 protection on May 6, 2003.  John Wm.
"Jack" Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher & Flom,
LLP, represented the retailer in its restructuring efforts.  The
Company's balance sheet showed $16,287,000,000 in assets and
$10,348,000,000 in debts when it sought chapter 11 protection.


L-3 COMMUNICATIONS: S&P Lifts Corporate Credit Rating to BBB-
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings, including
the corporate credit rating to 'BBB-' from 'BB+', on L-3
Communications Corp. and parent L-3 Communications Holdings Inc.
The outlook is stable.

"The upgrade reflects L-3's improved program diversity, rapidly
growing earnings and cash flow, and its unique position as the
leading merchant supplier of defense electronics," said Standard &
Poor's credit analyst Christopher DeNicolo.  Acquisitions are an
important part of the company's growth strategy, and leverage has
periodically become somewhat elevated because of debt-financed
transactions.  However, management has historically restored
financial flexibility by issuing equity, and in the past year has
called $720 million of convertible notes, which were subsequently
converted into common equity.  Significant increases in revenues
and profits in recent years have been driven largely by
acquisitions, but organic growth has also been solid due to the
favorable environment for defense spending.  Although the growth
rate of defense budgets is likely to slow in the next few years
due to the large federal budget deficit and competing domestic
priorities, L-3's focus on high-priority areas for the Department
of Defense, such as communications, surveillance, and homeland
security; its broad range of programs; and limited platform
dependency should enable the company to maintain good organic
growth.

Most of L-3's business relates to upgrading or modifying existing
platforms with new electronics, programs that are less likely to
be cut than expensive new aircraft or ships.

New York, New York-based L-3 provides secure communication
systems, specialized communications devices, and flight simulation
and training.  Products include secure, high-data-rate
communication systems, microwave components, avionics, telemetry,
and instrumentation devices, and simulator training products and
services.  Some well-supported programs, with a high percentage of
sole-source contracts, mitigate the company's exposure to a
competitive environment.  The company had a funded backlog of
$4.4 billion at Sept. 30, 2004.

Good earnings and cash generation from existing operations and the
contribution from acquisitions is expected to enable L-3 to
maintain a financial profile consistent with current ratings,
despite likely increases in debt to fund the acquisitions.  L-3's
position as a leading merchant supplier of defense electronics and
its broad base of programs should mitigate the impact of slower
defense budget growth.


LAIDLAW INT'L: Posts $30.4M Net Income for First Quarter of 2005
----------------------------------------------------------------
Laidlaw International, Inc. (NYSE:LI) reported net income of
$30.4 million for its first quarter fiscal 2005, an increase of
34.5% from net income of $22.6 million for the first quarter of
the last fiscal year.  Earnings per share were $0.29 for the first
quarter of 2005 as compared to earnings per share of $0.22 in the
prior year's quarter.

Revenue of $1,227.3 million was up $17.0 million, or 1.4%, from
$1,210.3 million for the prior year period largely due to revenue
growth from Laidlaw International's healthcare companies.

Operating income for the first quarter of 2005 of $80.1 million
was up $10.6 million, or 15.3%, compared to $69.5 million for the
prior year quarter.  Operating income benefited from the revenue
growth and a focus on cost controls, despite a difficult fuel
environment.

First quarter EBITDA (a non-GAAP financial measure, representing
operating income plus depreciation and amortization) was $161.3
million as compared to an EBITDA of $150.2 million in the first
quarter of fiscal 2004, a 70 basis point expansion in margin to
13.1% from 12.4%.  Schedules reconciling EBITDA to net income and
EBITDA to net cash used in operating activities are provided as a
supplement to this release.

"Our focus continues to be on the improvement of the operational
performance of each of our businesses," said Kevin Benson,
President and Chief Executive Officer of Laidlaw International,
Inc.  "The initiatives underway in our school bus operations are
developing as planned and should result in a steady improvement in
margins over the next few years. Greyhound is also implementing
changes in response to customer demand and will continue to refine
its services as it pursues the optimum network."  Mr. Benson
added, "As we announced in December, we expect to complete the
sale of the healthcare companies by the end of March 2005, the
result of which will be a much improved balance sheet."

As of November 30, 2004, the company had unrestricted cash and
cash equivalents of $99.4 million and debt outstanding of $1,166.2
million.

Headquartered in Arlington, Texas, Laidlaw, Inc., now known as
Laidlaw International, Inc., -- http://www.laidlaw.com/-- is
North America's #1 bus operator. Laidlaw's school buses transport
more than 2 million students daily, and its Transit and Tour
Services division provides daily city transportation through more
than 200 contracts in the US and Canada. Laidlaw filed for
chapter 11 protection on June 28, 2001 (Bankr. W.D.N.Y. Case No.
01-14099). Garry M. Graber, Esq., at Hodgson Russ LLP, represents
the Debtors. Laidlaw International emerged from bankruptcy on
June 23, 2003.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 27, 2004,
Moody's Investors Service has placed the long-term debt ratings of
Laidlaw International, Inc., under review for possible upgrade.
The review is prompted by the recent announcement by the company
that it had entered into a definitive agreement to sell both of
its healthcare businesses to Onex Partners LP, an affiliate of
Onex Corporation, for $820 million.  Net proceeds after fees and
assumption of a small amount of debt by the buyer is estimated at
$775 million, with a majority of the proceeds intended to be used
to repay substantial levels of Laidlaw's existing debt. Moody's
has also assigned a Speculative Grade Liquidity Rating of SGL-2 to
Laidlaw International, Inc. As part of the rating action, Moody's
has reassigned to Laidlaw International, Inc., certain ratings,
including the senior implied and senior unsecured issuer ratings,
originally assigned at Laidlaw, Inc., in order to reflect more
appropriately the company's current organizational structure.

As reported in the Troubled Company Reporter on Dec. 9, 2004,
Standard & Poor's Ratings Services placed its ratings, including
its 'BB' corporate credit rating, on Laidlaw International Inc. on
CreditWatch with positive implications.  The rating action follows
Laidlaw's announcement that it has entered into definitive
agreements to sell both of its health care companies, American
Medical Response and Emcare, to Onex Partners L.P. for
$820 million.  Laidlaw expects to receive net cash proceeds of
$775 million upon closing of the transaction, which is expected by
the end of March 2005.  Naperville, Illinois-based Laidlaw
currently has about $1.5 billion of lease-adjusted debt.


MILESTONE SCIENTIFIC: Amex Delisting Stock Due to Equity Shortfall
------------------------------------------------------------------
Milestone Scientific, Inc. (AMEX: MS), has been notified by the
American Stock Exchange that the Company is not in compliance with
the $6 million minimum shareholders' equity requirement for
continued listing on the Exchange.  In its quarterly report on
Form 10-Q for the period ended Sep. 30, 2004, the Company reported
shareholders' equity of approximately $5 million.  The American
Stock Exchange has requested that the Company provide information
as to how it intends to regain and sustain compliance with this
requirement, and the Company is cooperating with that request.

Milestone will submit a plan to the Exchange by Jan. 14, 2005,
detailing the Company's ability to improve shareholders' equity,
generate earnings and regain compliance with the Exchange's
continued listing standards.  If the plan is accepted, Milestone
will remain listed on the American Stock Exchange, subject to
periodic review by the Exchange to determine whether it is
progressing consistent with the plan.

Milestone Scientific, Inc., is the developer, manufacturer and
marketer of CompuMed(R) and CompuDent(R) computer controlled local
anesthetic delivery systems for medical and dental applications.
These systems are comprised of a microprocessor controlled drive
unit and single patient use disposable handpieces.  The Company
recently announced its entry into the consumer tooth whitening
market via the licensing of its proprietary CoolBlue system to a
third party mass-marketing organization.  Milestone has also
developed and patented its CompuFlo(TM) technology, which advances
the delivery and removal of a wide array of fluids from the human
body by providing real time displays of pressures, fluid densities
and flow rates.  In 2002, Milestone Scientific received United
States patent protection on a safety engineered sharps technology
that allows for fully automated true single-handed activation with
needle anti-deflection and force-reduction capability.  In 2003,
Milestone received FDA Clearance to market SafetyWand(R), which
incorporates engineered sharps injury protection features to aid
in the prevention of accidental needlesticks.

The Company is headquartered in Livingston, New Jersey, and its
common stock trades on the American Stock Exchange under the
symbol "MS".  For additional information, please visit the
Company's website at http://www.milesci.com/


NATIONAL CENTURY: Trust Asks Court to Vacate Protective Orders
--------------------------------------------------------------
The Unencumbered Assets Trust, successor-in-interest of National
Century Financial Enterprises, Inc., and its debtor-affiliates
asks the U.S. Bankruptcy Court for the District of Ohio to vacate
the Protective Orders it previously entered, subject to the prior
entry of a single, comprehensive Protective Order in the parallel
proceedings pending before Judge James L. Graham in the United
States District Court for the Southern District of Ohio.

Sydney Ballesteros, Esq., at Gibbs & Bruns, LLP, in Houston,
Texas, tells Judge Calhoun that the Trust has asked Judge Graham
to enter the Proposed Comprehensive Protective Order, which would
protect the information currently protected by the Protective
Orders entered by the Bankruptcy Court.

As reported in the Troubled Company Reporter on Jan. 07, 2005, the
Court approves protective agreements entered into by the Debtors
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.

As reported in the Troubled Company Reporter on June 16, 2004,
with the Court's consent, the Debtors entered into separate
protective agreements with:

   (1) Bank One, as Indenture Trustee,
   (2) Deloitte & Touche, LLP,
   (3) Goldman Sachs & Co.,
   (4) Harold W. Pote,
   (5) JP Morgan Chase Bank,
   (6) PricewaterhouseCoopers, LLC,
   (7) Thomas G. Mendell, and
   (8) The Official Subcommittee of Noteholders of NPF XII, Inc.

                     The UAT and MDL Lawsuits

On November 17, 2004, the Trust filed a lawsuit against several of
the targets of the Rule 2004 discovery authorized by the
Bankruptcy Court and affirmed by Judge Graham.

In addition, there are numerous other lawsuits concerning the
collapse of National Century Financial Enterprises, Inc., and
related entities that have been transferred to Judge Graham's
court as part of an MDL proceeding.  The MDL Lawsuit includes
several lawsuits brought by NCFE investors against many of the
same defendants in the UAT Lawsuit.

                      Judge Graham's Opinions

Judge Graham has noted in his opinions affirming the Bankruptcy
Court's authorization of the issuance of the Trust's Rule 2004
subpoenas the possibility that the Rule 2004 discovery has created
a temporary "informational advantage" in favor of the Trust and
its counsel, which is also counsel for several of the noteholder
plaintiffs in the MDL Lawsuit.  During the course of the
bankruptcy and proceedings relating to the Rule 2004 discovery
phase of the Debtors' cases, the Trust was asked by numerous
people and entities -- some of whom are prosecuting claims in the
MDL Lawsuits and some of whom are defending claims in both the MDL
and UAT Lawsuits -- to make the Trust's information available to
them.

In ruling that Rule 2004 discovery should proceed notwithstanding
the initial "information advantage," Judge Graham expressed his
expectation that the Trust would be prepared to make an orderly
production of this information to others.  Judge Graham also
stated in a later opinion that one of the "corrective measures"
for addressing the temporary informational disadvantage was the
exchange of documents in the MDL proceeding.

To facilitate the progression of the MDL and UAT Lawsuits, to meet
the expectations expressed by Judge Graham, to meet the requests
of the various parties who have asked to be granted access to the
Trust's information, and in an effort to transmit written
information that the Trust would be required to eventually
disclose anyway under the mandatory disclosure provisions of the
Federal Rules of Civil Procedure, the Trust has contemporaneously
sought Judge Graham's permission to voluntarily transmit or make
available for transmission three categories of information:

    (a) Documents formerly belonging to NCFE and currently within
        NCFE's possession;

    (b) Documents that the Trust has received from its legal
        counsel in connection with the Trust's investigation of
        its claims; and

    (c) Documents and deposition testimony received by the Trust
        in response to its Rule 2004 subpoenas.

This information would be made available for production to all
parties in the UAT and MDL Lawsuits.

Ms. Ballesteros notes that the majority of the information the
Trust seeks to produce in the MDL and UAT Lawsuits is not
currently governed by any protective order.  The majority of the
information to be produced consists of NCFE's own documents.

A subset of the information the Trust is volunteering to produce
was transmitted to the Trust under various Protective Orders
entered by the Bankruptcy Court.  Although the terms of the
Protective Orders are not exactly the same, the Protective Orders
all preclude the Trust from producing certain of the Protected
Information without the producing party's consent or Bankruptcy
Court order.

Accordingly, the Trust asks the Court to vacate the Protective
Orders so that the Protected Information may be produced to the
parties in the UAT and MDL Lawsuits, pursuant to the Proposed
Comprehensive Protective Order.

Ms. Ballesteros avers that the Proposed Comprehensive Protective
Order will give the producers of the Protected Information the
same level of protection that they had under the Bankruptcy
Court's current Protective Orders, except that the Protected
Information would be shared with the other parties to the MDL and
UAT Lawsuits.  The standard for designating documents as
"Confidential" under the proposed Comprehensive Protective Order
would be the same as the standard governing the designation under
the Bankruptcy Court's Protective Orders, except that the scope of
the recipients would be expanded to the parties in those
proceedings.

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)


NATIONAL MENTOR: Fourth Quarter Revenues Up 9.5% to $168.9 Million
------------------------------------------------------------------
National MENTOR Holdings, Inc., reported the financial results for
the fourth quarter and fiscal year ended September 30, 2004.

National MENTOR Holdings, Inc., which markets its services under
the name The MENTOR Network, is a leading provider of home and
community-based human services for individuals with mental
retardation and other developmental disabilities, at-risk youth
and persons with acquired brain injury.

Revenues for the fourth quarter ended September 30, 2004 were
$168.9 million, an increase of $14.7 million, or 9.5%, over
revenues for the fourth quarter ended September 30, 2003.  EBITDA
for the quarter was $17.9 million, an increase of $3.8 million, or
27.0%, compared to EBITDA for the fourth quarter of fiscal 2003.
Adjusted EBITDA for the quarter, which is EBITDA adjusted for
integration expenses, losses on disposals of business units,
property and equipment, and certain other costs, was $19.2
million, up $2.3 million, or 13.6%, over Adjusted EBITDA for the
fourth quarter of fiscal 2003.

The increase in fourth quarter revenues was due to growth in the
company's existing service lines, its expansion into new markets
and the development of new services for the company's existing
customer base.  The increase in fourth quarter EBITDA and Adjusted
EBITDA was due to the increase in revenue noted above, as well as
cost containment measures instituted by management during the
third and fourth quarters of fiscal 2004.

Revenues for the fiscal year ended September 30, 2004 were $648.5
million, an increase of $235.7 million, or 57.1%, over revenues
for the fiscal year ended September 30, 2004.  EBITDA for fiscal
2004 was $66.9 million, an increase of $27.6 million, or 70.2%,
over EBITDA for fiscal 2003.  Adjusted EBITDA for fiscal 2004 was
$72.7 million, an increase of $27.9 million, or 62.3%, over
Adjusted EBITDA for fiscal 2003.

The reported results do not include the effects of a refinancing
completed on November 4, 2004, which included the creation of a
new senior credit facility and the issuance of senior subordinated
notes of our wholly owned subsidiary National MENTOR, Inc.

                       About the Company

National MENTOR, Inc., headquartered in Boston, Massachusetts, is
a leading provider of home and community-based services for
individuals with mental retardation and other developmental
disabilities, at-risk youth and persons with acquired brain
injury.

                         *    *    *

As reported in the Troubled Company Reporter on Oct. 12, 2004,
Moody's Investors Service assigned B1 ratings to the proposed
credit facilities of National MENTOR, Inc., and a B3 rating to the
company's proposed senior subordinated notes.  Moody's also
assigned a B1 senior implied rating, a B2 senior unsecured issuer
rating, and a SGL-2 speculative grade liquidity rating to the
company. The outlook for the company is stable. This is the
first time Moody's assigned public debt ratings to MENTOR.


MIDWAY MOTORS: GMAC Says It's Disappointed With Ohio AG's Lawsuit
-----------------------------------------------------------------
General Motors Acceptance Corp. General Counsel William Solomon
issued a statement in response to news that the Attorney General
of Ohio has filed a civil lawsuit against GMAC in connection with
an odometer fraud scheme perpetrated on GMAC by Midway Motor
Sales, Inc.

"This lawsuit is without merit.  GMAC is deeply disappointed by
the actions of the Ohio Attorney General's Office, particularly
since GMAC discovered the problem, put a stop to it, corrected the
harm, and brought it to the Attorney General's attention in the
first place.  In April 2004, GMAC voluntarily reported to the
Attorney General's Office that it discovered that Midway Motor
Sales, a Youngstown, Ohio, automobile dealership, rolled back
odometers on a number of vehicles leased by Ohio-based Modern
Builders Supply, Inc.  On its own initiative, GMAC identified the
owners then in possession of the vehicles, 23 of whom were in
Ohio, and either paid them a monetary adjustment for the odometer
discrepancy on their vehicles, or bought back the vehicles.  The
Attorney General's Office approved of this action by GMAC.  In
total, GMAC spent more than $1.2 million in payments and other
expenses related to these efforts.  Midway Motor Sales filed
bankruptcy shortly after GMAC discovered the fraud.

"The Attorney General is trying to hold GMAC responsible for a
third party's bad acts that GMAC knew nothing about.  GMAC is a
victim of Midway's odometer fraud scheme and further, is
absolutely not liable for any acts or consequences related to
Midway's odometer tampering and odometer fraud scheme.  GMAC will
vigorously defend this lawsuit and expects to be fully vindicated.

"GMAC expected that the Attorney General's Office would commend
GMAC for its exemplary handling of this matter instead of filing a
'strict liability' civil lawsuit against GMAC, itself a fraud
victim who fully remediated the harmed owners, voluntarily
reported the wrongdoing to the Attorney General's Office, and
provided the Attorney General with evidence to use against Midway.
Unfortunately, the effect of this lawsuit may be to discourage
others from coming forward with information about illegal conduct.

"GMAC is pleased that no owners have suffered physical or
financial harm due to Midway's activities.  GMAC has and will
continue to aggressively pursue Midway and any individuals
involved in this fraud scheme to bring them to justice, and
despite today's development, will continue to work with law
enforcement agencies in their pursuit of Midway."

Headquartered in New Waterford, Ohio, Midway Motor Sales, Inc.,
filed for chapter 11 protection on June 3, 2004 (Bankr. N.D. Ohio
Case No. 04-42726).  Melissa M. Macejko, Esq., at Suhar & Macejko,
LLC, represents the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it estimated
$50,000 in assets and $10 Million in debts.


MURANO APARTMENTS: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Murano Apartments, LLC
        9475 West Tompkins Road
        Las Vegas, Nevada 89147

Bankruptcy Case No.: 05-10067

Type of Business: The Debtor owns and operates 10 buildings
                  consisting 88 residential apartments.

Chapter 11 Petition Date: January 6, 2005

Court: District of Nevada (Las Vegas)

Judge:  Bruce A. Markell

Debtor's Counsel: Michael E. Kulwin, Esq.
                  Law Offices of Michael E. Kulwin
                  317 South 6th Street, 2nd Floor
                  Las Vegas, Nevada 89101
                  Tel: (702) 387-5533

Financial Condition as of December 31, 2004:

      Total Assets: $8,750,000

      Total Debts:  $7,460,000

Debtor's 16 Largest Unsecured Creditors:

    Entity                                Claim Amount
    ------                                ------------
William A. Gayler                             $529,984
4035 South Tenaya Way, Suite 200
Las Vegas, Nevada 89147

R.G. & Associates                             $509,806
4175 South Riley Street, Suite 202
Las Vegas, Nevada 89147

Diamond Construction                           $80,037
7885 Westwind Road
Las Vegas, Nevada 89139

Rinker Materials West                          $44,967

AR Ornamental Iron                             $39,935

AMPAM LDI Mechanical                           $23,655

Nations Flooring                               $16,032

Pools by Grube                                  $9,878

The Roofing Company                             $9,200

Nevada Gypsum Floors                            $7,854

White Cap Industries, Inc.                      $5,635

Concrete Pumping (ROB'S)                        $4,377

L & S Air Conditioning                          $1,914

Busy Bee Pest Control                           $1,196

Allvalley Concrete Pumping                        $816

Post Tension of Nevada                            $814


NDCHEALTH CORP: Moody's Reviewing Low-B Ratings & May Downgrade
---------------------------------------------------------------
Moody's Investors Service downgraded the senior secured bank
facility rating of NDCHealth Corporation to B1 from Ba3, the
senior subordinated notes rating to B3 from B2 and the issuer
rating to B2 from B1 and has placed the ratings on review for
further possible downgrade.  The downgrade is prompted by
continued erosion of its fundamental financial performance.  The
review for possible downgrade is prompted by the company's failure
to timely file its quarterly financial statements due to its
determination to restate prior period results beginning with its
fiscal year end May 31, 2002, which precludes access to its
revolving credit facility.

Ratings on review for further possible downgrade:

   * Senior Secured Bank Facility Rating B1 (previously Ba3)
   * Senior Subordinated Debt B3 (previously B2)
   * Senior Implied Rating B1 (previously Ba3)
   * LT Issuer Rating B2 (previously B1)

The review will focus on the company's progress to achieve a
waiver from the lenders and to gain access its credit facility.
In addition, the review will focus on the company's plan to
achieve sequential improvement in revenues and profitability to
its Information Management and Network Services business.  The
company temporarily does not have access to its revolving credit
facility and internal liquidity is modest ($6 million cash
balances as of its last reported quarterly 10Q filing of
August 2004).  For the trailing twelve months ended Aug. 27, 2004,
the company's free cash flow has declined almost 50% year over
year to $30 million.

To the degree that plans to stabilize declining revenues within
its Information Management and Network Services businesses and to
stabilize EBITDA are attainable and the companys improves
financial flexibility through access to external liquidity
sources, the ratings could likely be confirmed at the existing
rating level.  To the degree a waiver from lenders is not obtained
and the plan to achieve financial stability is unlikely, further
downgrade is likely.

NDCHealth, headquartered in Atlanta, Georgia, is a network-based
health information company.


NDCHEALTH CORP: Moody's Reviewing Low-B Ratings & May Downgrade
---------------------------------------------------------------
Moody's Investors Service downgraded the senior secured bank
facility rating of NDCHealth Corporation to B1 from Ba3, the
senior subordinated notes rating to B3 from B2 and the issuer
rating to B2 from B1 and has placed the ratings on review for
further possible downgrade.  The downgrade is prompted by
continued erosion of its fundamental financial performance.  The
review for possible downgrade is prompted by the company's failure
to timely file its quarterly financial statements due to its
determination to restate prior period results beginning with its
fiscal year end May 31, 2002, which precludes access to its
revolving credit facility.

Ratings on review for further possible downgrade:

   * Senior Secured Bank Facility Rating B1 (previously Ba3)
   * Senior Subordinated Debt B3 (previously B2)
   * Senior Implied Rating B1 (previously Ba3)
   * LT Issuer Rating B2 (previously B1)

The review will focus on the company's progress to achieve a
waiver from the lenders and to gain access its credit facility.
In addition, the review will focus on the company's plan to
achieve sequential improvement in revenues and profitability to
its Information Management and Network Services business.  The
company temporarily does not have access to its revolving credit
facility and internal liquidity is modest ($6 million cash
balances as of its last reported quarterly 10Q filing of
August 2004).  For the trailing twelve months ended Aug. 27, 2004,
the company's free cash flow has declined almost 50% year over
year to $30 million.

To the degree that plans to stabilize declining revenues within
its Information Management and Network Services businesses and to
stabilize EBITDA are attainable and the companys improves
financial flexibility through access to external liquidity
sources, the ratings could likely be confirmed at the existing
rating level.  To the degree a waiver from lenders is not obtained
and the plan to achieve financial stability is unlikely, further
downgrade is likely.

NDCHealth, headquartered in Atlanta, Georgia, is a network-based
health information company.


NORTEL NETWORKS: Look Out for 2003 Annual Report Today
------------------------------------------------------
Nortel Networks Corporation (NYSE:NT)(TSX:NT) Nortel Networks
Limited, will file their audited financial statements for the year
2003 prepared in accordance with United States and Canadian
generally accepted accounting principles, and related Annual
Report on Form 10-K and Canadian filing, today, January 10, 2005.

Further, the Company expects that it and NNL will file their
unaudited financial statements for the first and second quarters
of 2004, and related periodic reports, before the end of
January 2005 and follow as soon as practicable thereafter with the
filing of their unaudited financial statements for the third
quarter of 2004 and related periodic reports and any required
amendments to periodic reports for prior periods.

                            Outlook

The Company now expects revenues in the fourth quarter of 2004 to
be approximately US$2.8 billion.

                      EDC Support Facility

As previously announced, NNL obtained a further waiver on
December 10, 2004 from Export Development Canada of certain
defaults under the EDC performance-related support facility
related to the delay by the Company and NNL in filing the
Company's and NNL's 2003 Annual Reports on Form 10-K, and
Quarterly Reports on Form 10-Q for the first, second and third
quarters of 2004, in each case with the U.S. Securities and
Exchange Commission, the trustees under the Company's and NNL's
public debt indentures and EDC.  The waiver also applies to
certain additional breaches under the EDC Support Facility related
to the delayed filings and the planned restatements and revisions
to the Company's and NNL's prior financial results.

The current waiver from EDC will expire on January 15, 2005. As
the Company and NNL do not expect to deliver the 2004 Quarterly
Reports by January 15, 2005, EDC will have the right, on the date,
unless EDC has granted a further waiver in relation to these
delayed filings and the Related Breaches, to terminate the EDC
Support Facility, exercise certain rights against collateral or
require NNL to cash collaterize all existing support.  While NNL
is seeking a new waiver from EDC in connection with the delay in
filing the 2004 Quarterly Reports, there can be no assurance that
NNL will receive a new waiver or as to the terms of any the
waiver.

In addition, the Related Breaches will continue beyond the filing
of the 2003 Annual Reports and the 2004 Quarterly Reports.
Accordingly, EDC will have the right (absent a further waiver of
the Related Breaches) to terminate or suspend the EDC Support
Facility or exercise certain rights against collateral
notwithstanding the filing of the 2003 Annual Reports and the 2004
Quarterly Reports.  While NNL expects to seek a permanent waiver
from EDC in connection with the Related Breaches, there can be no
assurance that NNL will receive a permanent waiver, or any waiver
or as to the terms of any such waiver.

The EDC Support Facility provides up to US$750 million in support,
all presently on an uncommitted basis.  The US$300 million
revolving small bond sub-facility of the EDC Support Facility will
not become committed support until all of the delayed reports are
filed with the SEC and NNL obtains a permanent waiver of the
Related Breaches.  As of December 31, 2004, there was
approximately US$296 million outstanding support utilized under
the EDC Support Facility, approximately US$212 million of which
was outstanding under the small bond sub-facility.

The Company's and NNL's next bi-weekly status update is expected
to be released during the week of January 17, 2005.

                          About Nortel

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

                         *     *     *

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

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

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

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

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


PARMALAT USA: Disclosure Statement Hearing Scheduled for Wednesday
------------------------------------------------------------------
Judge Drain of the U.S. Bankruptcy Court for the Southern District
of New York will convene a hearing to consider the Disclosure
Statement on the Plan of Reorganization of the Parmalat USA
Corporation and its U.S. debtor-affiliates this Wednesday,
January 12, 2005.

As reported in the Troubled Company Reporter on Dec. 9, 2004,
Farmland Dairies LLC has filed its Disclosure Statement and Plan
of Reorganization with the United States Bankruptcy Court for the
Southern District of New York.

The cornerstone of the plan is an agreement that was reached
between GE Commercial Finance, the lessor of a majority of
Farmland's manufacturing equipment at its New Jersey and Michigan
production facilities, and the Unsecured Creditors Committee.

The plan calls for the satisfaction of the company's prepetition
liabilities through the issuance of cash, notes, stock and rights
to pursue certain causes of action. Specifically, Farmland's
unsecured creditors will receive cash, a note, and preferential
rights of recovery from causes of action pursued by a litigation
trust.  Farmland is expected to emerge as a stand-alone entity
that will be majority owned by GE Commercial Finance on behalf of
the lessor group.

At the hearing, the Court will consider whether the Disclosure
Statement contains "adequate information" within the meaning of
Section 1125 of the Bankruptcy Code.  Pursuant to Section 1125, a
disclosure statement must contain information "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."

Objections to the Disclosure Statement were due January 5, 2005.

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese, butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No.
04-11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil, Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.  On June 30, 2003, the Debtors listed
EUR2,001,818,912 in assets and EUR1,061,786,417 in debts.
(Parmalat Bankruptcy News, Issue No. 39; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


PRINCIPAL AT-RISK: Moody's Assigns Ba2 Rating to $150 Mil. Notes
----------------------------------------------------------------
Moody's Investors Service assigned ratings of Ba2 to $150 million
of Principal At-Risk Variable Rate Notes due January 9, 2007,
issued by Redwood Capital VI, Ltd., a Cayman Islands special
purpose company.

Investors in the securities effectively provide 2 years of
coverage, limited to $150 million against potential cumulative
losses from earthquakes in California, including losses due to
fire following such earthquakes.  Principal reductions to the
Notes are accrued on a linear schedule from 0% to 100% of the
nominal amount when insured property losses in the State of
California estimated Property Claim Services -- PCS, a division of
Insurance Services Offices, Inc. -- ISO, vary from $19.5 billion
to $24 billion.

Moody's ratings address the ultimate cash receipt of all required
interest and principal payments as provided by the governing
documents, and is based on the expected loss posed to the
noteholders relative to the promise of receiving the present value
of such payments.  Thus, the rating is based on Moody's analysis
of the probability of occurrence of qualifying events, their
timing and the severity of losses experienced by investors should
those events occur during the risk period.  Moody's review of the
transaction has included extensive review of the technical basis,
methodology and historical data used to develop the earthquake
risk model used by EQECAT for the analysis of potential earthquake
losses.  In addition to the review of EQECAT's model, Moody's
developed an independent, in-house simplified model to evaluate
the earthquake risk in California, and stress tested some of the
key assumptions in the risk model.

This review together with a detailed analysis of the transaction's
legal structure and the financial strength of the various parties
to the transaction, provided Moody's with sufficient comfort that
the resulting rating adequately captures the risk to investors in
these securities.


RAYOVAC CORP: Moody's Revises Outlook on Low-B Ratings to Stable
----------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of Rayovac
Corporation and United Industries Corporation and has revised
Rayovac's rating outlook to stable from positive, following the
announcement that Rayovac has agree to purchase UIC for around
$1.3 billion in cash, stock, and debt assumption.  UIC's rating
outlook remains stable.  In addition, Moody's has assigned a B1
rating to Rayovac's proposed $1.2 billion senior secured credit
facilities and a B3 rating to its proposed $500 million senior
subordinated notes offering, which will be used to finance the
cash portion of the transaction and related fees, as well as to
refinance of all of UIC's debt and Rayovac's existing senior
secured facilities.

The ratings affirmation recognizes the meaningful scale and
diversification benefits that may be achieved through the
combination of the two businesses, as well as the potential for
improved operational efficiency given Rayovac's strong
track-record of integration and facility consolidation savings.
Notwithstanding these benefits, the revision of Rayovac's outlook
to stable from positive reflects a deceleration of the time-frame
over which Moody's is likely to consider a ratings upgrade, given
the relative complexity of the integration, the moderate increase
in Rayovac's leverage, and the likelihood of additional
acquisitions in the pet supplies business.

These ratings of Rayovac were affected by this action:

   * $300 million six-year revolving credit facility, assigned at
     B1;

   * $740 million seven-year US term loan B, assigned at B1;

   * USD140 million -- equivalent EUR denominated seven-year
     European term loan B, assigned at B1;

   * USD50 million -- equivalent CAD denominated seven-year
     Canadian term loan B, assigned at B1;

   * $500 million ten-year senior subordinated notes, assigned at
     B3;

   * Senior implied rating, affirmed at B1;

   * $120 million senior secured revolving credit facility due
     2008, affirmed at B1;

   * E40 million senior secured revolving credit facility due
     2008, affirmed at B1;

   * $257 million senior secured term loan C facility due 2009,
     affirmed at B1;

   * E114 million senior secured term loan C facility due 2009,
     affirmed at B1;

   * $350 million 8.5% senior subordinated notes due 2013,
     affirmed at B3;

   * Senior unsecured issuer rating, affirmed at B2.

These ratings of UIC were affected by this action:

   * Senior implied rating, affirmed at B1;

   * $130 million senior secured revolving credit facility due
     2010, affirmed at B1;

   * $560 million senior secured term loan B due 2011, affirmed at
     B1;

   * $75 million second lien senior secured term loan due 2011,
     affirmed at B2;

   * $233 million 9.875% senior subordinated notes due 2009,
     affirmed at B3;

   * Senior unsecured issuer rating, affirmed at B2.

Under the terms of the acquisition agreement, Rayovac will pay
approximately $466 million for UIC's common stock and assume UIC's
debt and capital leases (around $864 million at quarter-end
September 2004).  The total consideration represents over a 9x
multiple of UIC's LTM EBITDA, but the majority use of Rayovac
equity in the stock purchase (largely for Thomas H. Lee
affiliates) and the prospective benefits of UIC's tax shield
moderates the burden of the fully-priced acquisition on
debtholders.  Rayovac's leverage, which is currently low relative
to the rating category at around 4.1x, is anticipated to increase
to around 5.0x on a pro forma basis following the transaction.
Further, management expects significant synergies to be realized
over the next few years in the areas of manufacturing,
distribution, purchasing, marketing, systems, and administrative
costs.

The affirmation of Rayovac and UIC's ratings reflects some key
potential benefits offered by the combination of the two
companies.  The most significant of these relates to the strong
track record Rayovac has established in integration and facility
consolidation, and the value that may be created from bringing
this expertise to UIC, which has not achieved the full potential
from consolidating operations of its acquisitions over the past
few years (including Nu-Gro and United Pet Group in 2004).
Rayovac's acquisitions of VARTA consumer batteries (2002) and
Remington electric shavers (2003) have been successfully
integrated with better-than-expected results in terms of savings,
costs and timeframe.  Additional benefits from the business
combination, include:

   (1) significant product diversification for both companies,
       especially Rayovac given the deflationary pricing
       environment for consumer batteries over the past few years
       and the higher growth prospects for UIC's product lines;

   (2) balanced seasonality, with sales of lawn and garden
       products peaking in the spring/summer months and
       shaver/battery being strongest in the winter holiday time
       period; and

   (3) enhanced scale and customer relationships, with modest
       cross-selling/new customer opportunities. As a result of
       the transaction, Rayovac's consumer battery-related sales
       are expected to represent less than 40% of total revenues,
       versus current levels at over two-thirds.

Notwithstanding these benefits, the revision of Rayovac's outlook
to stable from positive recognizes that the increased leverage and
relative complexity of the UIC integration will delay a potential
ratings upgrade.  In addition to the unique and unfamiliar nature
of UIC's product categories, Rayovac faces the challenge of
essentially integrating three businesses at once, as UIC has
struggled somewhat with its integration of Nu-Gro and has only
recently purchased United Pet Group -- UPG.  The outlook change
also recognizes the potential for further acquisitions given the
industry roll-up strategy upon which UPG has embarked.  Lastly,
Moody's notes that in nearly all of its product categories, the
combined business faces larger branded competitors with more
financial flexibility, including Gillette, Energizer, S.C.
Johnson, Phillips, Scotts and Central Garden & Pet.  The company
also continues to be exposed to potential raw material and energy
price volatility, unfavorable weather impacts (lawn & garden),
customer concentration issues, and deflationary pricing pressures
(largely batteries).

The stable outlook, however, reflects Moody's opinion that current
rating levels appropriately capture the risks associated with
acquisition or the potential need to use synergies to offset
challenges within the main businesses.  Support for this view is
furthered by management's measured integration plans and by
appropriate credit metrics and strong free cash flow potential
relative to the current ratings.  As such, Moody's believes that
negative ratings actions over the coming year are highly unlikely,
and a rating downgrade would require a material erosion in
earnings and cash flow generation such that debt-to-EBITDA
increased to near 6.0x, interest coverage decreased below 2.0x,
and free cash flow declined below 5% of funded debt.  Conversely,
Moody's could consider positive rating actions through the
successful execution of Rayovac's business plan, particularly if
the integration goes smoothly and occurs on a more timely pace
than currently anticipated, and/or through management's commitment
to lower leverage levels.  Specifically, sustainable
debt-to-EBITDA and free cash flow-to-debt levels below 4.5x and
above 10%, respectively, could be consistent with higher rating
levels under the current business mix.

Rayovac's leading market positions (especially outside the U.S.
and in specialty battery, lighting, and electric shavers) and
UIC's leading value brands and niche pet products provide ongoing
support for the B1 rating levels.  Despite significant historical
pricing and promotional actions, the global battery industry has
remained largely controlled by four main operators
(Gillette/Duracell, Energizer, Panasonic and Rayovac), has
stabilized promotionally in recent periods, and has grown over the
long-term with the expansion of low-drain gadgets, high
drain/rechargeable battery-operated electronics, and the trend
towards higher-margin alkaline products from zinc carbon.
Similarly, North American shaving and grooming categories are
dominated by three branded competitors (Phillips/Norelco, Braun
and Remington).  Lawn & garden, household insecticide and pet
products have enjoyed above-average growth trends, owing to strong
demographic trends (home ownership, pet ownership, and high
participation from older adults) and to the growth and expansion
of associated big box retailers.

Upon completion of the transactions, Moody's will withdraw all of
UIC's debt ratings and the relevant Rayovac ratings.  Moody's
expects the new debt facilities to be governed by customary
provisions and limitations and to contain similar security and
guarantee packages to Rayovac's existing debt agreements.
Notching of the senior secured and subordinated ratings relative
to the senior implied rating continues to reflect the high
priority and limited tangible asset coverage of the credit
facilities, and the significant subordination of the notes to
secured debt.  The ratings and outlooks are subject to the
completion of the transactions as proposed and to a review of
final documentation.

With headquarters in Atlanta, Georgia, Rayovac Corporation is a
global consumer products company with a diverse portfolio of
consumer battery and electric shaving products, primarily under
the Rayovac, VARTA and Remington brands.  Reported sales for the
fiscal year ended September 2004 were approximately $1.4 billion.

Headquartered in St. Louis, Missouri, United Industries
Corporation is a leading manufacturer and marketer of lawn and
garden, insect control, and pet supply products in the United
States and Canada.  Pro forma annual sales, including recent and
prospective acquisitions, are nearly $1.0 billion.


RUSS TRANSMISSION: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Russ Transmission Inc.
        6801 Folsom Boulevard
        Sacramento, California 95819

Bankruptcy Case No.: 05-20041

Type of Business: The Debtor provides truck repair services.

Chapter 11 Petition Date: January 3, 2005

Court: Eastern District Of California (Sacramento)

Judge: Michael S. McManus

Debtor's Counsel: Efren B. Williams, Esq.
                  1010 F. Street
                  Sacramento, CA 95814
                  Tel: 916-443-1010

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 9 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Bank of America               Trade debt                $100,000
P.O. Box 30750
Los Angeles, CA 90030

Axiom                         Trade debt                 $10,000
1099 Vine St. #204
Sacramento, CA 95814

Transtar                      Trade debt                  $5,000
4350 Raley Blvd.
Sacramento, CA 95838

Harrold Ford                  Trade debt                  $2,000

Daugherty Chevrolet           Trade debt                  $2,000

Swift Auto World              Trade debt                  $1,000

Snap-on Diagnostics           Trade debt                  $1,000

Grainger                      Trade debt                  $1,000

AmeriPride Services, Inc.     Trade debt                  $1,000


SCHUFF INT'L: SEC Grants Voluntary Delisting from AMEX
------------------------------------------------------
Schuff International, Inc. (formerly traded:(AMEX:SHF)), a family
of companies providing fully integrated steel construction
services, has received notice from the Securities and Exchange
Commission, granting the Company's application to voluntarily
withdraw from listing on the American Stock Exchange effective
Jan. 6, 2005.

The Company intends for its common stock to be quoted on the Over
the Counter quotation system; however, activity on the Pink Sheets
is dependent on the willingness of market makers to establish and
maintain an ongoing market in the Company's common stock.  No
guarantee can be made that trading will occur, or continue, once
begun.

The Pink Sheets is a centralized quotation service that collects
and publishes market maker quotes for OTC securities in real-time.
Pink Sheets is neither a Securities and Exchange Commission
registered stock exchange nor a broker-dealer.

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

                          *     *     *

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


SENECA GAMING: S&P Revises Outlook on Low-B Ratings to Negative
---------------------------------------------------------------
Moody's Investors Service revised Seneca Gaming Corporation's
ratings outlook to negative from stable in response to the
company's delay in filing its Annual Report on Form 10-K.  This
delay follows the election of a new President of the Seneca
Nation, appointment of new Board members, and the decision by the
Seneca Nation to hire an independent counsel to conduct a review
of all actions taken, including actions taken by the Seneca
Nation, in the building, financing, management and operation of
the Nation's gaming facilities, including the Seneca Niagara
Casino and the Seneca Allegany Casino.  SGC's Ba3 senior implied
rating, B2 senior note rating, B2 long-term issuer rating, and
SGL-2 speculative grade liquidity rating were affirmed.

As reported in the Troubled Company Reporter on Apr. 23, 2004,
Standard & Poor's Ratings Services assigned its 'BB-' rating to
the Seneca Gaming Corporation's $225 million senior unsecured
notes due 2012.

In addition, a 'BB-' corporate credit rating was assigned to the
Niagara Falls, New York-based company.

The negative outlook considers the near-term uncertainty
associated with the independent counsel investigation.  Material
negative financial and/or governance findings would likely result
in a ratings downgrade of at least one-notch. Assuming operating
results continue as expected, satisfactory resolution of the
independent investigation would likely result in a revision of the
ratings outlook back to stable.

Seneca Gaming Corporation is an incorporated instrumentality of
the Seneca Nation of Indians of New York, is federally recognized,
and has a compact with the State of New York that provides the
Nation with the right to establish and operate three Class III
gaming facilities in western New York. Seneca Gaming currently
owns and operates the Seneca Niagara Casino and the Seneca
Allegany Casino.


SHAW GROUP: Siemens Power Acquires Power Technologies' Assets
-------------------------------------------------------------
BATON ROUGE, La.--(CCNMatthews - Jan 6, 2005)

The Shaw Group, Inc., (NYSE: SGR) sold substantially all of the
assets of its Shaw Power Technologies, Inc., and Shaw Power
Technologies International, Ltd., units to Siemens Power
Transmission and Distribution Inc., a unit of Siemens AG
(NYSE: SI).  The sale was effective as of December 31, 2004.

J.M. Bernhard, Jr., Chairman and Chief Executive Officer of Shaw,
said, "We made a strategic decision earlier this year to divest
ourselves of relatively small, non-core business units so that we
may focus on business activities where we can generate the most
value for our shareholders.  This sale is simply the execution of
that business strategy.  In this transaction, we realized
significant immediate value for a non-core business unit.  We will
redeploy this capital into our core businesses."

The Shaw Group, Inc., -- http://www.shawgrp.com/-- is a leading
global provider of technology, engineering, procurement,
construction, maintenance, fabrication, manufacturing, consulting,
remediation, and facilities management services for government and
private sector clients in the power, process, environmental,
infrastructure and emergency response markets.  A Fortune 500
company with revenues over $3 billion, Shaw is headquartered in
Baton Rouge, Louisiana, and employs approximately 17,000 people at
its offices and operations in North America, South America,
Europe, the Middle East and the Asia-Pacific region.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 8, 2004,
Standard & Poor's Ratings Services lowered its corporate credit
rating on The Shaw Group to 'BB-' from 'BB.' Other ratings were
also lowered one notch.  The outlook is negative.  At
Aug. 31, 2004, the Baton Rouge, Louisiana-based engineering and
construction services provider had about $476 million total debt
outstanding (including present value of operating leases).

"The ratings downgrade reflects weak earnings quality and cash
flow generation that is more consistent with the lower rating,"
said Standard & Poor's credit analyst Paul Kurias.  "Ratings may
be lowered further if liquidity were to decline meaningfully,
which might occur if operations underperform expectations or if
challenged projects require greater-than-expected resources to
complete."


SIX FLAGS: S&P Junks Privately Placed $195 Mil. 9.625% Sr. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC' rating to
Six Flags Inc.'s privately placed, Rule 144A $195 million add-on
to its 9.625% senior notes due 2014.  Proceeds from the offering
will be used to redeem the company's 9.5% senior notes due 2009.
At the same time, Standard & Poor's affirmed its ratings for the
company, including the 'B-' corporate credit rating.  The rating
outlook is stable.  The Oklahoma City, Oklahoma-based operator of
30 regional theme parks had total debt and preferred stock of
$2.4 billion as of Sept. 30, 2004.

"The rating reflects Six Flags' high debt leverage, disappointing
operating performance trends, and slightly negative discretionary
cash flow, despite lower capital spending," said Standard & Poor's
credit analyst Hal F. Diamond.

These issues overshadow considerations such as the company's
critical mass as a regional theme park operator and its degree of
geographic and cash flow diversity.  Six Flags' parks are
generally the largest and most extensive in their regions and
benefit from significant barriers to entry.  Most of the parks
face limited direct competition, except in the intensely
competitive Los Angeles market, where Six Flags competes against
The Walt Disney Co., Universal Studios, and others.  However,
theme parks have significant fixed costs, and their profitability
is highly sensitive to attendance levels.

Standard & Poor's believes that Six Flags' expectations of a
roughly 14% decline in EBITDA for 2004 suggest that it has a
challenging job ahead to restore the appeal of its attractions.
Attendance was down 4.5% in the first nine months of 2004 despite
increased advertising expenditures, reflecting the absence of
major new rides and attractions and a difficult target audience
that is still weighted toward teenagers and repeat local visitors.
Even with several new rides and improvements, the outlook for the
2005 summer operating season may still be challenging, and the
company will need to maintain marketing expenses and ticket price
discounts in order to increase attendance.

The stable outlook incorporates the expectation that Six Flags'
EBITDA and debt leverage will not deteriorate further in 2005.
Any shortfall from these expectations, or a narrowing margin of
covenant compliance, could lead to an outlook revision to negative
or to a downgrade.


SOLUTIA: Asks Court to Stretch Lease Decision Period to May 16
--------------------------------------------------------------
Solutia, Inc., and its debtor-affiliates continue to review and
analyze their unexpired non-residential real property leases.
However, the Debtors believe that they will not be able to decide
whether to assume or reject all of their Unexpired Leases before
the current February 14, 2005, deadline.

Thus, the Debtors ask the U.S. Bankruptcy Court for the Southern
District of New York to further extend the time within which they
may assume, assume and assign, or reject their Unexpired Leases to
and including May 16, 2005, without prejudice to their ability to
request a further extension.

M. Natasha Labovitz, Esq., at Gibson, Dunn & Crutcher LLP, in New
York, relates that notwithstanding the Debtors' diligent efforts
to date, the process of evaluating all of the Unexpired Leases in
connection with their business plan remains time consuming.

The Debtors do not wish to make premature assumption or rejection
decisions with respect to an Unexpired Lease.  The Debtors want to
continue to address the process in a rational and practical manner
that will benefit their estates, their creditors and all other
parties-in-interest.

Ms. Labovitz assures that Court that the Debtors have been
avoiding undue delay in deciding whether to assume or reject each
of the Unexpired Leases and are moving as quickly as practical to
evaluate each lease and file an appropriate motion with the
Court.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  (Solutia Bankruptcy News,
Issue No. 29; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SUPER STRUCTURE: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Super Structure Builders Inc.
             99 Street Nicholas Avenue
             Brooklyn, New York 11237

Bankruptcy Case No.: 05-10189

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Port Ewen Trucking Corporation             05-10192
      Super Structure Crane Rentals, Inc.        05-10194

Type of Business: The Debtors are affiliates of New York Steel
                  Fabricators, Inc.  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 6, 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
                                      ------------   -----------
Super Structure Builders Inc.             $624,999    $1,118,576
Port Ewen Trucking Corporation                  $0       $13,057
Super Structure Crane Rentals, Inc.     $1,909,185    $2,430,983


A.  Super Structure Builders Inc.'s 2 Largest Unsecured
    Creditors:

    Entity                                Claim Amount
    ------                                ------------
Jenkins & Gilchrist Parker Chapin LLP         $227,221
PO Box 842552
Dallas, Texas 75284-2552

Infra Metals                                   $35,000
8 Pent Highway
Wallingford, Connecticut 06492


B.  Port Ewen Trucking Corporation's Largest Unsecured Creditor:

    Entity                                Claim Amount
    ------                                ------------
Ford Motor Credit Company                       $7,299
c/o Rubin & Rothman, LLC
1787 Veterans Highway
Islandia, New York 11749


C.  Super Structure Crane Rentals, Inc.'s 9 Largest Unsecured
    Creditors:

    Entity                                Claim Amount
    ------                                ------------
Inter-Reco Inc.                               $236,415
175 Froehich Farm Boulevard
Woodbury, New York 11797

Jenkins & Gilchrist Parker Chapin, LLP         $44,787
405 Lexington Avenue
New York, New York 10174

Hunters Point Steel                            $17,135
2903 Hunters Point Avenue
Long Island City, New York 11101

Paul's Wine & Rope                             $15,545

Liebherr Cranes Inc.                            $9,572

Nextel Communications                           $4,894

Structural Systems Inc.                         $3,350

Schiller Service Corporation                    $2,921

J.W. Rufolo & Associates, Inc.                  $2,393


TECO ENERGY: Fitch Holds Low-B Ratings on Sr. Debt & Pref. Stock
----------------------------------------------------------------
Fitch Ratings does not expect any changes to the current ratings
or Outlook for TECO Energy following their announcement earlier
today that they plan to record impairment charges of $480 million
(after-tax) in the fourth quarter of 2004 related to the Dell,
McAdams, and Commonwealth Chesapeake power plants, as well as some
remaining unused steam turbines.  The charges come as a result of
annual reviews of the carrying values of the assets and will
affect both net income and the balance sheet.  Fitch rates TECO:

     -- Senior unsecured debt 'BB+';
     -- Preferred stock 'BB';
     -- Rating Outlook Stable.

For some time, Fitch has considered these assets to have little to
no ability to generate cash flow and in fact were assumed in
analysis to be a cash flow drain.  In addition, since TECO no
longer has covenants at the parent level requiring minimum debt to
capital, this writeoff does not represent a significant change in
the company's circumstances in Fitch's view of the credit profile.

TECO Energy is a holding company headquartered in Tampa, Florida.
Its principal businesses include a regulated electric and natural
gas local distribution company subsidiary, unregulated marine
transport, coal, and synthetic fuel production facilities, and
merchant generation.  Tampa Electric provides retail electric
service to over 600,000 customers in western central Florida and
through its Peoples Gas division distributes and markets natural
gas to approximately 281,000 customers throughout the state.


TELEGLOBE: Creditors Meeting Jan. 26 & Sanction Hearing Feb. 8
--------------------------------------------------------------
         CONSOLIDATED PLAN OF COMPROMISE OR ARRANGEMENT
      OF TELEGLOBE INC., TELEGLOBE FINANCIAL HOLDINGS LTD.,
    TELEGLOBE CANADA LIMITED PARTNERSHIP, TELEGLOBE MANAGEMENT
   SERVICES INC., TELEGLOBE MARINE, INC., TELEGLOBE MARINE, L.P.
   TELEGLOBE CANADA MANAGEMENT SERVICES INC., 3692795 CANADA INC.
   AND TELEGLOBE VISION CALL CENTER SERVICES, GENERAL PARTNERSHIP
    PURSUANT TO THE COMPANIES' CREDITORS ARRANGEMENT ACT (CANADA)

       NOTICE OF MEETING OF CREDITORS AND SANCTION HEARING

     NOTICE IS HEREBY GIVEN that a meeting (the "Meeting") of
unsecured creditors (the "Creditors") of Teleglobe Inc., Teleglobe
Financial Holdings Ltd., Teleglobe Canada Limited Partnership,
Teleglobe Management Services Inc., Teleglobe Marine, Inc.,
Teleglobe Marine, L.P., Teleglobe Canada Management Services Inc.,
3692795 Canada Inc. and Teleglobe Vision Call Center Services,
General Partnership (collectively, the "Canadian Debtors") which
are described in the Information Summary accompanying this Notice,
will be held for the following purposes:

     1. to consider and, if deemed advisable, to pass a
        resolution -- the full text of which resolution is set
        forth in Schedule "A" to the Information Summary to
        approve a Consolidated Plan of Compromise or Arrangement
        (the "Plan") proposed by the Interim Receiver on behalf
        of the Canadian Debtors, pursuant to the Companies'
        Creditors Arrangement Act (the "CCAA") (the "Plan
        Resolution"); and

     2. to transact such other business as may properly come
        before the Meeting and any adjournment thereof.

     For purposes of the Meeting, the Plan provides for voting by
Creditors. The Meeting will be held in Toronto, Ontario, pursuant
to the following schedule:

                        Time of
     Date of Meeting    Meeting        Location of Meeting
     ---------------    -------        -------------------
     January 26, 2005  11:00 a.m. Intercontinental Toronto Centre
                                      225 Front Street West
                                        Toronto, Ontario

Unless otherwise indicated, terms defined in the Plan shall have
the same meanings herein. The Plan is summarized in the
Information Summary accompanying this Notice. The Plan is being
considered pursuant to an Order of the Ontario Superior Court
(Commercial List) (the "Court") dated November 26, 2004. In order
to become effective, the Plan must first be approved by a majority
in number of the Creditors entitled to vote on the Plan Resolution
(in person or by proxy) and that represent at least
66-2/3% in value of the Proven Voting Claims of the Creditors that
vote on the Plan Resolution (in person or by proxy) at the
Meeting. The Plan must also be sanctioned by a final Order of the
Court.

     This Plan is being submitted by the interim receiver, Kroll
Restructuring Ltd. (the "Interim Receiver"), on behalf of the
Canadian Debtors, on a joint and consolidated basis for the sole
purpose of permitting the Creditors affected by the Plan to vote
on the Plan and receive distributions thereunder.

     Creditors, other than holders of the debentures listed below
and any lenders who have provided credit facilities to the
Canadian Debtors (such lenders are hereafter referred to as, the
"Teleglobe Lending Syndicate"), who are not attending the Meeting
in person are requested to complete the enclosed form of proxy
entitled "Creditor Proxy" as instructed. The completed proxy must
be delivered or faxed to the Monitor:

          Ernst & Young Inc.
          222 Bay Street
          Ernst & Young Tower
          P.O. Box 251, Toronto-Dominion Centre,
          Toronto, Ontario, M5K 1J7
          Attention: Ms. Leslea Gordon
          Telephone: 416-864-1234
          Telecopier: 416-943-3300

on or before 5:00 p.m. (Eastern Standard Time) one (1) Business
Day preceding the Meeting or any adjournment thereof, or by
registering such form of proxy in person with the Chair of the
Meeting at the place fixed for the Meeting immediately prior to
the commencement of the Meeting or any adjournment thereof.

     Members of the Teleglobe Lending Syndicate and holders of:

          (i) 7.2% debentures due July 20, 2009;
         (ii) 7.7% debentures due July 20, 2029;
        (iii) 8% debentures due October 23, 2006;
         (iv) 8.35% debentures due June 20, 2003; and
          (v) 8.85% debentures due November 26, 2002

(such debenture holders are hereafter referred to as, the
"Bondholders"), who are not attending the Meeting in person, are
requested to complete the appropriate enclosed form of proxy
entitled either "Bank Proxy" or "Beneficial Bondholder Proxy",
respectively. The completed proxy must be delivered or faxed to
the Monitor at the address noted above on or before 5:00 p.m.
(Eastern Standard Time) one (1) Business Day preceding the Meeting
or any adjournment thereof, or by registering such form of proxy
in person with the Chair of the Meeting at the place fixed for the
Meeting immediately prior to the commencement of the Meeting or
any adjournment thereof.

     The forms of proxy give discretionary authority to
proxyholders to consider any amendments to the Plan proposed at or
prior to the Meeting.

     NOTICE IS ALSO HEREBY GIVEN that if the Plan is approved by
the requisite majority of Creditors at the Meeting, the Interim
Receiver on behalf of the Canadian Debtors, will bring a motion to
the Court on the 8th day of February, 2005 at 10:00 a.m. (Toronto
time) at 393 University Avenue, Toronto, Ontario for an order
sanctioning the Plan under the CCAA and ancillary relief
consequent upon such sanction. Any Creditor who wishes to appear
before or to be represented and to present evidence or arguments
to, the Court hearing the sanction of the motion must serve upon
the legal counsel for the Canadian Debtors, the Monitor, the
Interim Receiver, Ernst & Young Inc. in its capacity as the
Interim Administrator, the Teleglobe Lending Syndicate, the
Bondholders and upon all other parties who have filed a notice of
appearance, a Notice setting out the basis for such opposition and
a copy of the materials to be used to oppose the motion for
approval of the Plan, not later than February 1, 2005.

     Creditors requiring information or claim documentation may
contact the Monitor at the address noted above, or access the
information at http://www.ey.com/ca/teleglobe/


THISTLE MINING: Gets Order to Begin Restructuring Under CCAA
------------------------------------------------------------
Thistle Mining Inc. (TSX: THT and AIM: TMG) obtained an order,
with the support of its senior creditor, Meridian Capital Limited,
to formally commence Thistle's restructuring under the Companies'
Creditors Arrangement Act.

As previously announced on Dec. 21, 2004, in accordance with a
restructuring and lock-up agreement signed on Dec. 20, 2004, among
Thistle, Meridian and Meridian's affiliate, Thistle Holdings
Limited, the proposed restructuring will result upon
implementation in the existing equity of Thistle being cancelled
and in Meridian holding approximately 70% of the then outstanding
Thistle shares, holders of secured and certain unsecured
convertible loan notes of Thistle holding approximately 25% of the
then outstanding Thistle shares and affected unsecured creditors
and existing shareholders of Thistle holding approximately 5% of
the then outstanding Thistle shares.  Upon implementation of the
restructuring, Thistle will be indebted to Meridian in the
principal amounts of approximately US$20 million and Cdn$3.93
million (exclusive of any debtor-in-possession financing which
remains outstanding).

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

Thistle also announced that Meridian has agreed to provide debtor-
in- possession financing of up to a principal amount of Cdn$15
million so that Thistle and its subsidiaries have sufficient
financing to carry on their businesses during the restructuring
process.

Thistle Mining -- http://www.thistlemining.com/-- says its goal
is to become one of the fastest gold mining growth operations in
the world.  Thistle has focused on acquiring companies with
established reserves and will not be developing green field sites.
The company operations in South Africa and Kazakhstan are in
production, while the Masbate project in the Philippines is
forecast to commence production in the latter half of 2005.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 23, 2004,
Thistle Mining Inc. intends to undertake a restructuring of its
debt and equity in accordance with a restructuring and lock-up
agreement signed Dec. 20, 2004, among Thistle, Meridian Capital
Limited and Meridian's affiliate, Thistle Holdings Limited.

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

   -- 70% Meridian Capital Limited;

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

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

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

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

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

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


TORCH OFFSHORE: Files for Chapter 11 Protection in E.D. Louisiana
-----------------------------------------------------------------
Torch Offshore, Inc. (NASDAQ: TORC) and certain of its affiliates
filed voluntary petitions for reorganization under Chapter 11 of
the U.S. Bankruptcy Code in the Eastern District of Louisiana to
facilitate a restructuring of the Company's debt.  In conjunction
with the filing, the Company has received a commitment for
$6.9 million in new debtor-in-possession financing from Regions
Bank and Export Development Canada.  Also, the Banks have agreed
to provide a discretionary facility of up to $2 million for
bonding and letters of credit.  Upon Bankruptcy Court approval and
execution of definitive agreements, the DIP financing will provide
funding for the Company's ongoing operations.

"The Company has been operating with a highly leveraged balance
sheet for some time now, mostly due to the conversion efforts
associated with the Midnight Express, " said Lyle G. Stockstill,
Torch Offshore, Inc., Chairman and Chief Executive Officer.  "Our
liquidity issues were worsened by the competitive marketplace in
which we operate as the Gulf of Mexico offshore construction
industry remained very competitive in 2004 with an extremely tight
pricing structure."

In late December 2004, the Company announced that three of its
vessels, the Midnight Express, Midnight Wrangler and Midnight
Eagle, had been arrested by U.S. Marshals based upon actions taken
by certain creditors of the Company.  "When we determined that it
would be difficult to have these seizures released so that our
vessels could go back to work, it was concluded that Chapter 11
reorganization was the best course of action for the Company,"
said Mr. Stockstill.  "The decision to seek protection under
Chapter 11 will allow the Company to restructure its balance sheet
while we continue to operate our fleet of vessels."

During the Chapter 11 proceedings, Torch will continue to operate
in the ordinary course of business.  The Company said that it
intends to request Court approval to, among other things, continue
payment of pre-petition and post-petition wages, salaries,
incentive plans, and medical, disability, vacation and other
benefits.  The Company intends to do business with customers and
vendors in the same manner as before.

"We appreciate the loyalty and support of our current employees,"
said Mr. Stockstill.  "The dedication of our employees is critical
to the success of the Company.  In addition, I would like to thank
our customers, vendors and business partners for their continued
support during this process.  We will do our best to have a
successful reorganization."

Headquartered in Gretna, Louisiana, Torch Offshore, Inc., provides
integrated pipeline installation, subsea construction and support
services to the offshore oil and gas industry, primarily in the
Gulf of Mexico.  The Company and its debtor-affiliates filed for
chapter 11 protection (Bankr. E.D. La. Case No. 05-10137) on
Jan. 7, 2005.  Jan Marie Hayden, Esq., at Heller, Draper, Hayden,
Patrick & Horn, L.L.C., represents the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $201,692,648 in total assets and
$145,355,898 in total debts.


TORCH OFFSHORE: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Torch Offshore, Inc.
             401 Whitney Avenue, Suite 400
             Gretna, Louisiana 70056

Bankruptcy Case No.: 05-10137

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Torch Offshore, LLC                        05-10138
      Torch Express, LLC                         05-10140

Type of Business: The Debtor provides integrated pipeline
                  installation, subsea construction and support
                  services to the offshore oil and gas industry,
                  primarily in the Gulf of Mexico.
                  See http://www.torchinc.com/

Chapter 11 Petition Date: January 7, 2005

Court: Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtors' Counsel: Jan Marie Hayden, Esq.
                  Heller, Draper, Hayden, Patrick & Horn, L.L.C.
                  650 Poydras Street, Suite 2500
                  New Orleans, LA 70130
                  Tel: 504-581-9595
                  Fax: 504-522-0949

Financial Condition as of October 31, 2004:

   Total Assets: $201,692,648

   Total Debts:  $145,355,898

Debtor's Consolidated List of 30 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Cable Shipping Inc.           Trade                   $4,100,000
Tamal 3, 36 Birkirkara Hill
St. Julians STJ 15, Malta

C-Mar America, Inc.           Trade                   $1,655,955
11231 Richmond Ave.
"D" Suite 111
Houston, TX 77082

Fugro Chance, Inc.            Trade                   $1,581,886
P.O. Box 200724
Houston, TX 77216

Bollinger-Morgan City         Trade                   $1,341,065
P.O. Box 62600
Dept. 1102
New Orleans, LA 70162

Adams Vessels (Bilbao)        Trade                   $1,300,000
Limited
P.O. Box 1240
Dammam, 31431
Kingdom of Saudi Arabia

A R T Catering, Inc.          Trade                     $909,468
132 Jarrell Drive, Suite A
Belle Chasse, LA 70037

USI                           Trade                     $856,012
3900 N. Causeway Blvd.
Metairie, LA 70002

ASCO USA, L.L.C.              Trade                     $779,526
P.O. Box 201617
Dallas, TX 75320

Thales Geosolutions, Inc.     Trade                     $757,744
c/o Suntrust Lockbox Mail
P.O. Box 116964
Atlanta, GA 30368

Sonsub                        Trade                     $750,890
P.O. Box 4346
Dept 50
Houston, TX 77210

Bender Shipbuilding &         Trade                     $618,145
Repair Co., Inc.
P.O. Box 42
Mobile, AL 36601

A & B Bolt & Supply Inc.      Trade                     $609,153
P.O. Box 201243
Dallas, TX 75320

Tesla Offshore, LLC           Trade                     $479,170
36499 Perkins Road
Prairieville, LA 70769

Morgan City Rentals           Trade                     $438,158
P.O. Box 2946
Morgan City, LA 70381

Huisman                       Trade                     $402,034
P.O. Box 150-3100
AD Schiedam
Admiraal Trompstraat
2-3115 HH Schiedam
The Netherlands
Harbour 561

Quay Marine                   Trade                     $344,449
10-118 Wyse Road, Ste. 311
Dartmuth, Nova Scotia
Canada B3A IN7

BJ Services                   Trade                     $300,000
P.O. Box 23656
Houston, TX 77228

Deep Marine Technology, Inc.  Trade                     $279,083
P.O. Box 4652
Dept. 986
Houston, TX 77210

Smit Terminals W. Africa      Trade                     $275,138
P.O. Box 1339
Capetown 8000
Republic of S. Africa

Central Gulf Towing, Inc.     Trade                     $263,868
P.O. Box 207
Cut Off, LA 70345

ITC Ships Holding             Trade                     $252,797
P.O. Box 19
2100 AA Heemstede
The Netherlands

North Bank Towing             Trade                     $247,411

Pacific Gulf Wire Rope, Inc.  Trade                     $232,360

Tesoro Coastwide Service Co.  Trade                     $230,509

DYNA Torque Technologies      Trade                     $211,821

O.W.I. Limited                Trade                     $208,265

Epic Divers, Inc.             Trade                     $203,735

Coastal Wire Rope & Supply    Trade                     $196,585

Acme Truck Line, Inc.         Trade                     $190,295

Vacco Marine, Inc.            Trade                     $186,585


TUCSON ELECTRIC: S&P Holds Low-B Ratings & Says Outlook is Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services removed from CreditWatch with
negative implications and affirmed its ratings on Tucson Electric
Power Co. -- TEP.  The outlook is stable.

As reported in the Troubled Company Reporter on June 24, 2004,
Standard & Poor's Ratings Services assigned its 'BB+' rating and a
recovery rating of '1' to Tucson Electric Power Co.'s (TEP;
BB/Watch Neg/--) $401 million secured banking facility, due June
2009.  The 'BB+' rating is one notch higher than TEP's corporate
credit rating to reflect, together with the '1' recovery rating, a
high expectation of full recovery of principal in the event of a
default.  The facility provides $60 million of revolving credit to
the utility for general corporate purposes, while the balance is
dedicated to supporting about $329 million in second mortgage,
tax-exempt variable-rate bonds.

The rating action reflects the Dec. 30, 2004 announcement that a
consortium led by Kohlberg Kravis Roberts & Co. has terminated its
efforts to acquire UniSource Energy Corp, TEP's parent. The
prospects for the transaction were all but ended with the Arizona
Corporation Commission's 4-1 vote on Dec. 21 to reject the buyout
proposal, but the consortium's decision formally terminates the
year-long effort to obtain the regulatory approvals necessary to
complete the deal.

TEP is already heavily leveraged and the acquisition would have
added a net $400 million in consolidated UniSource debt. As a
result, the original structure of the transaction was emphatically
negative for consolidated credit quality.  To address ACC staff
concerns, the company later pledged to ring-fence TEP and agreed
to other credit enhancements.  Because the ACC rejected the
acquisition despite these concessions, the opportunity for
Standard & Poor's to review the effectiveness of a formal
ring-fencing structure did not arise.

TEP's cash flow coverage ratios continue to support the current
ratings at a business profile of '6' on Standard & Poor's 10-point
scale, where '1' is the strongest.  The stable outlook reflects
the expectation that management will continue to make slow but
steady progress to reduce TEP's obligations through the early
retirement of notes and investments in utility lease debt.


TV AZTECA: Fitch Withdraws 'B+' Rating on $300 Mil. Senior Notes
----------------------------------------------------------------
The recent U.S. Securities and Exchange Commission filing of civil
fraud charges against TV Azteca S.A. de C.V. and some of its
officers will likely result in litigation and the continuation of
legal risks for TV Azteca over the near future, according to Fitch
Ratings.

Fitch has incorporated a measure of litigation risk into the
ratings of TV Azteca since early 2004 after the SEC launched an
investigation into several related party transactions between
Mexican wireless provider Unefon, a subsidiary 46.5% owned and
controlled by TV Azteca until its spin-off last year, and
investment company Codisco, co-owned by Ricardo Salinas Pliego,
chairman of TV Azteca, and Moises Saba, chairman of Unefon.
Litigation risk also includes several pending shareholder
lawsuits.

Independent of the SEC announcement and following the prepayment
of all of TV Azteca's international debt securities on Dec. 23,
2004, Fitch has affirmed and withdrawn the 'B+' international
scale foreign and local currency senior unsecured ratings of TV
Azteca as well as the 'B+' rating of TV Azteca's $300 million
10.5% senior notes due 2007.  The prepayment was funded with
proceeds from a $125 million bank loan and a $175 million issuance
of peso-denominated certificados bursatiles.  Fitch rates the
structured certificados bursatiles issuance 'AA' on the Mexican
national rating scale and will continue to monitor this security.

TV Azteca is the second-largest broadcasting company in Mexico.
The company operates two national television channels, Azteca 13
and Azteca 7, through more than 300 owned and operated stations
across the country.  TV Azteca is controlled by holding company
Azteca Holdings, which is not rated by Fitch.


UAL CORP: AMFA Submits Tentative Agreement for Membership Vote
--------------------------------------------------------------
The Aircraft Mechanics Fraternal Association -- AMFA -- said, in
accordance with the bankruptcy court-mandated section 1113c
process, a tentative concessionary agreement was reached by the
contract negotiators representing AMFA and United Airlines
(OTCBB:UALAQ.BB).

AMFA will now submit the tentative agreement to its United
Airlines membership, who will vote within 7-10 days on whether to
ratify the tentative agreement, according to AMFA National
Director O.V. Delle-Femine.  No details will be disclosed until
AMFA's United Airlines members have had time to read the tentative
agreement.

AMFA's craft union represents aircraft maintenance technicians and
related support personnel at Alaska Airlines, ATA, Horizon
Airlines, Independence Airlines, Mesaba Airlines, Northwest
Airlines, Southwest Airlines and United Airlines.  AMFA's credo is
"Safety in the air begins with quality maintenance on the ground."
To learn more about AMFA, visit http://www.amfanatl.org/

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


US AIRWAYS: IAM Sends Out Revised Labor Pacts for Members' Votes
----------------------------------------------------------------
US Airways disclosed that the International Association of
Machinists and Aerospace Workers -- IAM -- has 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.

Earlier Thursday, 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.  Also, 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, N.C., 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

      * 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

      * 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: December 2004 Passenger Load Factor Down by 2.2%
------------------------------------------------------------
US Airways reported its December 2004 passenger traffic.  Mainline
revenue passenger miles for December 2004 decreased 2.8 percent on
a 0.2 percent increase in available seat miles compared to
December 2003.  The passenger load factor was 70.7 percent, which
is a 2.2 percentage point decrease compared to December 2003.

Fourth quarter 2004 revenue passenger miles increased 1.5 percent
on a 0.8 percent increase in available seat miles compared to
October through December 2003.  The passenger load factor was
73.2, which is a 0.5 percentage point increase compared to the
fourth quarter 2003.

Revenue passenger miles for US Airways mainline during the full
year 2004 increased 5.9 percent on a 3.4 percent increase in
available seat miles compared to the same period in 2003.  The
passenger load factor for January through December 2004 was 75.1
percent, a 1.8 percentage point increase compared to the same
period in 2003.

The two wholly owned subsidiaries of US Airways Group, Inc.,
Piedmont Airlines, Inc. and PSA, Inc., and MidAtlantic Airways,
reported a 117.5 percent increase in revenue passenger miles for
December 2004, on 98.9 percent more capacity, compared to December
2003.  The passenger load factor was 61.9 percent, a 5.3
percentage point increase compared to December 2003. The triple
digit increase in revenue passenger miles is attributed to the
company's continued expansion of regional jet flying.

Fourth quarter 2004 revenue passenger miles for the two wholly-
owned subsidiaries of US Airways Group, Inc., and MidAtlantic
Airlines increased 117.5 percent on a 94.8 percent increase in
available seat miles compared to October through December 2003.
The passenger load factor for the fourth quarter 2004 was 63.6
percent, a 6.6 percentage point increase compared to the same
period in 2003.

Revenue passenger miles for the two wholly owned subsidiaries of
US Airways Group, Inc., and MidAtlantic Airways for the full year
2004 increased 61.8 percent on a 40.7 percent increase in
available seat miles compared to January through December 2003.
The passenger load factor for the 12 months of 2004 was 61.4
percent, an 8.0 percentage point increase compared to the same
period in 2003.

Mainline system passenger unit revenue for December 2004 is
expected to decrease between 10.5 percent and 11.5 percent
compared to December 2003, excluding a positive adjustment to
revenue of $34.2 million in December 2003 to reduce the company's
Air Traffic Liability.

The mainline load factor in December in markets where US Airways
offers GoFares was 72.5 percent, compared to a 69.9 percent load
factor in non- GoFares markets.  GoFares now are offered on 29
percent of US Airways' flights.

US Airways ended the month of December by completing 97.9 percent
of its scheduled departures.

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: Wants to Purchase Three Bombardier Regional Jets
------------------------------------------------------------
Increased use of regional jets is critical to the Transformation
Plan of US Airways, Inc., and its debtor-affiliates and business
plan upon emergence from bankruptcy.  In the past two years, the
Debtors have increased their reliance on Bombardier regional jets.

The Master Purchase Agreement, dated May 9, 2003, between
Bombardier and the Debtors provides that the Debtors will purchase
and take delivery from Bombardier of certain regional jets
pursuant to a delivery schedule.  On the bankruptcy petition date,
Bombardier quit delivering regional jets to the Debtors.  At that
time, Bombardier held approximately $37,000,000 in Pre-Delivery
Deposits advanced by the Debtors for scheduled aircraft
deliveries.  Bombardier continues to hold a portion of the PDPs on
account of reconfiguration costs, losses, damages and other
expenses that the Debtors may owe.

Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado,
informs the U.S. Bankruptcy Court for the Eastern District of
Virginia that the Debtors worked aggressively to resolve their
issues with Bombardier in order to:

  a) continue the use of Bombardier regional jets;

  b) ensure delivery of three Canadair CRJ700 Regional Jet 701s;

  c) limit potential claims arising under the Master Purchase
     Agreement on account of additional aircraft deliveries,
     other than the New CRJ-701s; and

  d) realize value in the PDPs.

The Debtors and Bombardier have reached an agreement on the
Bombardier regional jets.  The Debtors will use $3,700,000 in PDPs
to satisfy existing defaults under previous Aircraft Agreements.
Bombardier will set off and apply $3,000,000 in PDPs to satisfy
all costs, expenses, losses and damages related to reconfiguration
of aircraft that were not delivered.  Bombardier will allow the
Debtors to apply $28,000,000 in PDPs to the acquisition of the
Bombardier New CRJ-701s, as long as the Debtors secure financing.
If the Debtors do not complete their end of the transaction by
January 31, 2005, Bombardier may retain the remaining PDPs, and
recover up to $1,500,000 in costs, expenses, losses and damages.
In addition, the Debtors will have to remit the $3,700,000.

The Debtors will purchase the New CRJ-701s for $62,500,000 from
Bombardier.  To finance the transaction, DVB Bank AG will loan the
Debtors $32,500,000 in a structured lease transaction.  The
Debtors will enter into new regional jet aircraft leases, which
will protect their interest in the PDPs and ensure delivery of the
aircraft title when all obligations under the Financed Lease
Facility have been paid.

The key terms of the Financed Lease Facility are:

Borrower/Lessor:     A bankruptcy remote special purpose vehicle
                     established on behalf of DVB

Lessee:              US Airways or a subsidiary

Lease Term:          18 months

Rent:                Due monthly in arrears based on principal
                     and interest payments on the Loan Amount

Loan Amount:         $10,833,333 per aircraft, or $32,500,000 in
                     total for the New CRJ-701s

Interest Rate:       1-month LIBOR plus 500 basis points

Loan Availability:   At signing of the Financed Lease Facility
                     until February 28, 2005, in installments
                     corresponding to delivery of each New
                     CRJ-701

Loan Term:           No later than 18 months from the date of
                     Drawdown for each Tranche

Lender:              DVB Bank AG

Collateral:          Perfected first priority security interest
                     in New CRJ-701s, with the full benefits of
                     Section 1110 of the Bankruptcy Code, and
                     assignment of Lease and Purchase Option,
                     insurances, airframe and engine warranties,
                     and other customary aircraft security

Cross
Collateralization:   New CRJ-701s will be cross-collateralized
                     and cross-defaulted among themselves and
                     with respect to the financing of N702PS and
                     N703PS, but not to any other aircraft in the
                     Debtors' fleet or any other assets of the
                     Debtors.

Repayment:           Amortization to balloon payment of
                     $9,208,333 in 18 monthly installments equal
                     to 0.625% of the initial drawn amount, or
                     $67,708 per New CRJ-701 per month

Balance of Price:    The $30,000,000 balance of the purchase
                     price will be realized by $28,000,000 in
                     manufacturer reimbursement/credit for the
                     PDPs, plus $2,000,000 from the Debtors.

Purchase Option:     At the end of the Lease Term, the Debtors
                     may purchase the New CRJ-701s from the
                     Lessor for the outstanding debt, including
                     interest and expenses.  The Purchase Option
                     is collaterally assigned to DVB.

Events of Default:   In addition to customary events of default,
                     termination of the Debtors' use of cash
                     collateral under the Cash Collateral Order

Fees and Expenses:   DVB will receive:

                       a) a Facility Fee of 200 basis points on
                          the Loan Amount.

                       b) a Commitment Fee of 200 basis points
                          per annum on the average undrawn Loan.

                       c) a Lease Commencement Fee of 100 basis
                          points on the Loan Amount for each
                          Lease.

                       d) a Security Deposit equal to 60 days of
                          interest for each Lease.  At Maturity
                          of the final tranche, DVB will refund
                          the fees to the Debtors, unless a
                          payment default is in effect.

                       e) an Aircraft Remarketing Fee of $250,000
                          per aircraft upon a default and return.

                       f) reimbursement by the Debtors of costs
                          and expenses related to negotiation of
                          the Financed Lease Facility, including
                          legal fees, appraisal costs and travel
                          expenses.  DVB will be reimbursed for
                          costs and expenses related to exercise
                          of remedies during an event of default.

Mr. Leitch states that the New CRJ-701s and the Financed Lease
Facility will benefit the Debtors' estate and enhance the
prospects for a successful reorganization.  The Debtors will
enhance the rationalization of their aircraft fleet, a key
component of the Transformation Plan.  The Debtors will
productively utilize approximately $28,000,000 in PDPs that
Bombardier holds and to which the Debtors might not be entitled.
If the Debtors do not secure the Financed Lease Facility with DVB
and fail to acquire the New CRJ-701s, they will subject the
$28,000,000 of PDPs to the claims of Bombardier and be forced to
advance an additional $3,700,000 for their Section 1110 cure.

Accordingly, the Debtors ask the Court for authority to enter into
the Financed Lease Facility with DVB in connection with their
acquisition of three new Bombardier CRJ-701s.

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)


VISION METALS: Prepares to Wrap Up Chapter 11 Proceeding
--------------------------------------------------------
Vision Metals, Inc., and its debtor-affiliates are preparing to
wrap up their chapter 11 proceedings commenced in 2000 and will
present a motion to the Honorable Mary F. Walrath of the U.S.
Bankruptcy Court for the District of Delaware on Feb. 23, 2005,
asking the Court to:

    (A) direct the disposition of the company's remaining
        assets;

    (B) appoint a Responsible Person to handle the wind-
        down; and

    (C) dismiss their bankruptcy cases.

Objections to the Debtors' requests, if any, must be filed and
served by February 16, 2005.

Ashley B. Stitzer, Esq., at The Bayard Firm, local counsel to
Vision Metals says that the Debtors have nearly completed the
wind-down of their estates.  In order to achieve an efficient
resolution of the Debtors' cases, the Debtors have previously
arranged for the sales of the vast majority of their remaining
assets, negotiated an agreement for the payment to the Official
Committee of Unsecured Creditors, for the benefit of unsecured
creditors, of a portion of the net proceeds from a sale of certain
of their assets, and negotiated an agreement with CIT
Group/Business Credit, Inc. and certain other lenders for the
payment of certain proceeds to the DIP Lenders and for the release
of those liens granted pursuant to that certain Debtor-in-
Possession Financing and Security Agreement entered into by the
Debtors and approved by the Court.

The Debtors now propose the disposition of their remaining assets
and the appointment of a Responsible Person to oversee that
disposition, including the remaining payments to the Committee,
and creditors, pursuant to their agreements with the Committee and
to the DIP Lenders, and negotiation of remaining administrative
expenses, in conjunction therewith, the Debtors also seek the
dismissal of their bankruptcy cases.  Aside from the payments to
the Committee and the administrative expenses if any, no other
claims against the Debtors' estates, whether asserted or
unasserted, known or unknown, fixed or unliquidated, contingent or
mature, will be paid.

                   The Debtors' Remaining Assets

The Debtors' remaining known assets consist of:

     a. their remaining personal property, mainly choses in
        action, and the proceeds of the sales of the
        Personal Property mostly from the sale of assets at
        the GST facility in Texas, which are currently held
        in the Debtors' accounts or by Daley Hodkin Corp,
        the auctioneer;

     b. the claims that the Debtors have asserted in
        Adversary Proceeding No. 02-06528 in this Court,
        against SMS Demag, Inc.;

     c. the claims that the Debtors have asserted in
        adversary proceedings against:

           1. PTC Alliance Corp., No. 02-4577 (a claim for
              $75,924.91, for goods sold to this defendant;
              the defendant has filed an answer and
              counterclaim, to which the Debtors filed a
              reply, but the proceeding has not otherwise
              been litigated), and

           2. Allied Precision Products, Inc., No. 02-4579
             (a claim for $7,418.01, for goods sold to this
              defendant; the defendant was duly served in
              2002 and never answered, but did make certain
              payments, such that only $3,300.00 remains due
              to the Debtors),

        There are also two other adversary proceedings brought by
the Debtors which are currently pending, but which need to be
dismissed: No. 02-4575, against Marietta Mine Tools Inc., makes a
claim for $9,317.86, but the Debtors have reached an agreement
with this defendant and received the agreed-upon payments, and No.
02-4581, against Potts Welding & Boiler Repair Co., as to which
the Court previously entered an order in the bankruptcy cases
(D.I. 826) approving a settlement.  The Debtors will file
motions or stipulations to dismiss these two proceedings,
as answers have been filed in both proceedings.

     d. a default judgment, in the amount of $10,765.34,
        plus interest and $150.00 in costs, that the Debtors
        obtained against R&R Machine, in Adversary
        Proceeding No. 02-45941;

     e. Rights, under a gas futures contract relating to the
        GST Facility, to monthly proceeds of approximately
        $6,800.00 until September 2005 with a net present
        value of approximately $60,000.00 (the "Reliant
        Asset").

      Disposition of the Debtors' Remaining Assets Under
      Agreements with the Committee and the DIP Lenders

The Debtors have reached agreements, previously approved by the
Court, with the Committee and with the DIP Lenders providing:

     a. for the payment to the Committee, for the benefit of
        unsecured creditors, of 2% of the net proceeds, up
        to a maximum of $250,000, from the sale of the
        Personal Property; and

     b. for the payment to the DP Lenders of up to a maximum
        of $500,000 (which has been paid) from the sale of
        the Personal Property and the first $1,200,000 of
        net proceeds derived from the Demag Litigation.

To the extent any assets remain after these payments, neither the
Committee nor the DIP Lenders will have any claims against those
proceeds.

               Disposition of the Personal Property
                and the Personal Property Proceeds

With respect to the Personal Property, the agreement (as amended)
for the sale of the GST Facility from which the Debtors received
approximately $1.2 million.  As stated above, the Committee is
entitled to receive 2% of said amounts, net of costs of sale.
Based upon the total expected proceeds from the sale of the
Personal Property, it is not anticipated that the portion due to
the Committee will exceed the maximum of $250,000.  The Debtors
propose that the Responsible Person receive the sale proceeds, pay
the agreed-upon amounts to the Committee, and pay the remainder to
the Debtors, which such remainder will revert to the Debtors,
outside of bankruptcy, subject to resolution of administrative
claims against the Debtors' estates.

                      The Demag Litigation

With respect to the Demag Litigation, that litigation remains
pending.  Counsel representing the Debtors in the Demag Litigation
has agreed to do so on a contingent fee basis.  Upon any
successful conclusion of the Demag Litigation, the first
$1,200,000 of the net proceeds ("net proceeds" being those
proceeds remaining after payment of counsel fees for the Demag
Litigation and any unpaid expenses incurred in the Demag
Litigation) are to be paid to the DIP Lenders.

The Debtors specifically propose that the Court's jurisdiction of
the Demag Litigation continue subsequent to the dismissal of the
Debtors' bankruptcy cases.

The Debtors further propose that the Responsible Person have
complete authority to make all decisions with respect to the Demag
Litigation, including but not limited to decisions with respect to
the ultimate disposition of the Demag Litigation, in consultation
with the DIP Lenders, that he receive any proceeds of the Demag
Litigation, pay the agreed-upon amount to the DIP Lenders, and pay
the remainder to the Debtors, and the remainder will revert to the
Debtors, outside of bankruptcy, subject to resolution of
administrative claims against the Debtors' estates.

        The Collection Litigation and the Default Judgment

With respect to the Collection Litigation and the Default
Judgment, neither the Committee nor the DIP Lenders has any claim
to any potential proceeds thereof under the agreements the Debtors
have reached with the Committee and with the DIP Lenders.
Furthermore, in light of the amounts at issue, costs of
litigation, and the likelihood of recovery, the Collection
Litigation and the Default Judgment do not represent appreciable
assets that would be available to the Committee and the DP
Lenders.  As such, any rights thereunder should revert to the
Debtors, outside of bankruptcy, subject to resolution of
administrative claims against the Debtors' estates.

Therefore, so that the Debtors' rights in the Collection
Litigation are fully maintained, the Debtors specifically propose
that the Court's jurisdiction of the Collection Litigation
continue subsequent to the dismissal of the Debtors' bankruptcy
cases.

As to the Default Judgment, no further action is required thereon,
other than to the extent the Debtors, through the Responsible
Person, should seek to enforce the Default Judgment, in which
event the disposition of any proceeds shall be in the same manner
as disposition of the proceeds of the Collection Litigation.

                       The Reliant Asset

As with the Collection Litigation and the Default Judgment,
neither the Committee nor the DIP Lenders has any claim to the
Reliant Asset under the agreements the Debtors have reached with
the Committee and with the DIP Lenders.  The Debtors will file a
motion respecting the Reliant Asset to approve a settlement with
Reliant.  Accordingly, the Reliant Asset should revert to the
Debtors, outside of bankruptcy, subject to resolution of
administrative claims against the Debtors' estates.

               Appointment of a Responsible Person,
                Turnover of Remaining Proceeds and
              Resolution of Administrative Expenses

The Debtors propose that the Court appoint Robert T. Bassman as
the Responsible Person to perform handle the disposition of the
Debtors' remaining assets.  Mr. Bassman has served as the Chief
Executive Officer of the Debtors and is familiar with the Debtors'
remaining assets.

Funds held by DHC will be remitted to the Responsible Person
immediately upon entry of the order on this Motion.

In addition, besides the disposition of the Debtors' remaining
assets, Mr. Bassman would be responsible for the negotiation of
the remaining administrative expenses of the Debtors.  It is
believed that the vast majority of any such administrative
expenses are for the fees and expenses of counsel in these
bankruptcy cases, with almost all of those fees and expenses being
those of the Debtors' counsel.  To the extent that the Debtors'
estates are administratively insolvent at the time of the
dismissal of their bankruptcy cases, Mr. Bassman would be
authorized to pay administrative claims on a pro rata basis using
any of the Debtors' available cash and to assign any of the
Debtors' remaining non-cash assets, also on a pro rata basis.

            Dismissal of the Debtors' Bankruptcy Cases

Upon appointment of the Responsible Person, the Responsible Person
would perform the remaining obligations of the Debtors and no
other obligations would remain.  As such, it would then be
appropriate for the Court to dismiss the Debtors' bankruptcy
cases.  In conjunction with the dismissal of the Debtors'
bankruptcy cases, the Court should maintain in force any and all
orders that it has previously entered in the Debtors' bankruptcy
cases.

Vision Metals, Inc., and Vision Metals Holdings, Inc, filed for
chapter 11 protection on Nov. 13, 2000 (Bankr. D. Del. Case No.
00-04205).  Michigan Seamless Tube LLC purchased the assets of the
Michigan Specialty Tube Division of Vision Metals, Inc.,  in a
Section 363 sale in 2002.  Salvatore A. Barbatano, Esq., at Foley
& Lardner LLP, represents the Debtors.
Sharon L. Levine, Esq., at Lowenstein Sandler PC, represents the
Official Committee of Unsecured Creditors.


W.R. GRACE: Maryland Casualty Objects to Disclosure Statement
-------------------------------------------------------------
Maryland Casualty Company, Zurich American Insurance Company and
Zurich International (Bermuda) Ltd. entered into certain insurance
contracts with W.R. Grace & Co., and its debtor-affiliates, which
Contracts, subject to their terms and conditions, may have been
called on in response to certain asbestos claims.  Maryland and
the Debtors are also parties to certain settlement agreements
relating to certain of the Contracts.  The Agreements address,
inter alia, claims asserted against the Debtors by third parties
for alleged bodily injuries from the exposure to asbestos, alleged
loss resulting from the presence of asbestos in buildings, and
alleged contamination from the Debtors' operations.  The
Agreements require the Debtors to defend and indemnify Maryland
for the claims asserted against it.

Maryland has carefully reviewed the Debtors' Plan and the
Disclosure Statement and found that the documents represent a good
faith effort to resolve their Chapter 11 cases.  However, the
Disclosure Statement, as filed, fails to fully and clearly provide
Maryland with the information necessary to make an informed
decision on the Plan.  Therefore, Maryland objects to the
Disclosure Statement on the basis that it fails to satisfy the
requirements of Section 1125 of the Bankruptcy Code.

Maryland specifically base its Objection on six findings:

    (a) The unrestricted and undefined ability of Reorganized
        Grace to arbitrarily alter the Asbestos Insurance Entity
        Injunction leaves Asbestos Insurance Entities uncertain as
        to their treatment under the Plan;

    (b) Through the Plan's statement that Asbestos Insurance
        Entities are not intended beneficiaries of the Asbestos
        Insurance Entity Injunction, it appears that the Debtors
        intend to render Asbestos Insurance Entities unable to
        enforce the Asbestos Insurance Entity Injunction.
        Maryland believes that this must be clarified so that
        Asbestos Insurance Entities fully understand the utility
        of the Asbestos Insurance Entity Injunction;

    (c) The definition of an Asbestos Insurance Policy excludes
        any insurance policy or settlement agreement "insofar as
        the insurance policy or settlement agreement relates to
        Workers' Compensation Claims."  This definition, when
        coupled with the definition of a Worker's Compensation
        Claim, creates an ambiguous and overly-broad exclusion.
        This definition must be narrowed and clarified.

    (d) Maryland believes that it is a Resolved Asbestos Insurance
        Company with respect to the Agreements, but cannot be
        certain that it will be treated as such until the list of
        Resolved Insurance Companies is filed.  Until then,
        Maryland is uncertain as to how it will be treated under
        the Plan.

    (e) To the extent that it is deemed not to be a Resolved
        Asbestos Insurance Company, Maryland believes that it is a
        Settled Asbestos Insurance Company, but cannot be certain
        that it will be treated as such until the list is filed by
        the Debtors.

    (f) As the holder of a Third-Party
        Indemnification/Contribution Claim, Maryland is deemed
        "unimpaired" by the Plan.  However, it is not certain that
        the Asbestos Trust will have sufficient funds to pay
        attorney's fees and other costs that it may assert
        pursuant to its indemnity rights under the Agreements.
        Thus, Maryland is impaired, and the Plan and Disclosure
        Statement must be modified accordingly.

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)


YUKOS OIL: Deutsche Bank AG Wants Order Clarifying Stay Denied
--------------------------------------------------------------
As previously reported, Yukos Oil Company presents Judge Clark
with an "Emergency Motion for Entry of Order Pursuant to Sections
105, 106, 362 and 366 of the Bankruptcy Code (a) Authorizing the
Debtor to Operate its Business, and (b) Implementing the Worldwide
Automatic Stay."

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

Jeffrey E. Spiers, Esq., at Andrews Kurth, in Houston, Texas,
asserts that the Debtor's request for a temporary restraining
order has already been granted by order of the Court or by the
operation of the Bankruptcy Code.

Mr. Spiers relates that on December 14, 2004, the Debtor filed a
complaint initiating an adversary proceeding seeking a temporary
restraining order.  On December 16, 2004, the Court issued a
memorandum opinion and a TRO enjoining the defendants, with the
exception of the Russian Federation, from taking any action with
respect to the stock or shares of Yuganskneftegas.

Mr. Spiers contends that to the extent that the Debtor seeks an
injunction or equitable relief in addition to the automatic stay,
the temporary restraining order or the balance of the relief
requested in the adversary proceeding, the Debtor has not followed
proper procedure.

Rules 7001 and 7003 of the Federal Rules of Bankruptcy Procedure
provide that "a proceeding to obtain an injunction or other
equitable relief" must be commenced by filing an adversary
proceeding complaint.  Any request for injunctive relief requested
by the Debtor in its request for the automatic stay application is
therefore improper, Mr. Spiers says.

Accordingly, Deutsche Bank AG asks the Court to deny the Debtor's
request.

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)


* Alvarez & Marsal Expands Real Estate Advisory Services Group
--------------------------------------------------------------
Alvarez & Marsal, a global professional services firm, has
expanded its Real Estate Advisory Services group with the addition
of four top real estate industry professionals:

    * New Managing Directors:

        -- Jay Brown is based in A&M's Washington, D.C. office,;

        -- Greg Gotthardt is based in A&M's Los Angeles office;

    * New Senior Directors:

        -- Anthony Nazzaro is based in A&M's New York office;

        -- Maureen Welch is based in A&M's New York office; and

        -- Hunt Holsomback is based in A&M's Denver office.

Over the course of his career, Mr. Brown, who specializes in
providing strategic, transactional, and public/private real estate
development services to government and quasi-government entities,
has advised the Department of Defense and the Department of the
Air Force in support of military housing privatization; the
Department of the Army in support of enhanced used leasing; the
Department of Energy in support of "third-party financing" for
laboratory-related developments; and the District of Columbia in
support of the Anacostia Waterfront Development Initiative.
Prior to joining A&M, he was a Partner in the Real Estate Advisory
Services Group of a Big Four firm.  Before that, he served as
Deputy Director for the Department of Planning and Economic
Development for King County, Washington and was a financial
economist and budget examiner for the Executive Office of the
President, Office of Management and Budget where he specialized in
federal credit policy.

Mr. Gotthardt has over 20 years of real estate consulting
experience including capital acquisition, asset acquisition and
dispositions, investment due diligence, valuations and market and
financial feasibility studies for development, financing,
litigation, acquisition, and disposition purposes.  Mr. Gotthardt
has provided real estate advisory services to owners, investors
and developers including Boeing Company, Northrop Grumman, The
Irvine Company, Amgen, Bank of America, Department of Defense,
Aerospace Corporation, and Lennar Homes.  Prior to joining A&M,
Mr. Gotthardt was a Partner in the Real Estate Advisory Services
practice of a Big Four firm, where he directed the transaction
advisory and capital markets activities on the west coast.

Mr. Nazzaro specializes in strategic planning, organizational and
operational design, internal controls and systems planning.  With
more than 19 years of real estate experience, he has advised
numerous real estate clients including homebuilders / developers,
hospitality companies, investment managers, opportunity funds,
real estate investment trusts (REITS), and real estate operating
companies.  Additionally, he has assisted corporate entities in
designing and implementing project management infrastructures to
manage complex construction projects.  Example clients include,
AMB Property Corporation, AMP / Henderson Global Investments,
Citigroup Alternative Investments, Deutsche Bank, Lend Lease,
Prime Hospitality, The Ryland Group and Vornado Realty Trust.
Prior to joining A&M, Mr. Nazzaro served as Senior Manager in the
real estate group of a Big Four firm.

Ms. Welch has diverse experience in information management,
business management, product management and supply chain
management within the real estate, facilities management and
technology industries.   Over the course of her 20-year career,
she has developed extensive expertise in strategy, organizational
design, process reengineering, software selection, facilities
programming, strategic occupancy planning, and spend analysis.
She has worked as a systems implementation leader of a large-scale
ERP application and as a Project Manager for a Web-based B2B real
estate transaction platform.  Ms. Welch has also created and
implemented multiple real estate and facilities applications,
frameworks, and processes to streamline planning, management, and
decision-making for such clients as Citigroup, Cushman &
Wakefield, M&I Bank, U.S. Sprint, IBM, Nortel Networks,
Prudential, Bank of America, Capital One, and a National Nuclear
Laboratory.

Mr. Holsomback has 17 years of diverse real estate consulting
experience including assisting real estate clients with strategic
planning, regulatory compliance, business process improvement,
program management, systems planning and implementation, merger
integration, benchmarking/balanced scorecards and due diligence
analysis.  His real estate clients have included real estate
investment trusts (REITs), homebuilders, hospitality companies and
developers.  Additionally, he has assisted public entities, health
care providers, financial services companies, telecom companies,
manufacturers, and oil and gas companies with real estate issues.
Mr. Holsomback has also advised clients on takeover strategy,
process redesign, technology planning, software evaluation and
implementation and regulatory compliance.  Prior to joining A&M,
he was a Senior Manager for a Big Four accounting firm where he
focused on assisting real estate clients in implementing complex
regulatory requirements, including SOX 404 and FIN 46.

Alvarez & Marsal's Real Estate Advisory Services group, with
offices in six U.S. cities,  provides a range of services
including: transaction advisory services for real estate buyers,
sellers, investors and lenders; restructuring and real estate
litigation services, including consulting and expert witness
services related to real estate matters; strategy and operations
services, including executive management consulting to
institutional owners, investors, lenders and users of real estate;
and owner advisory services, including financial strategies and
execution for private companies and institutional owners of real
estate.

                  About Alvarez & Marsal

Founded in 1983, Alvarez & Marsal is a global professional
services firm that helps businesses organizations in the corporate
and public sectors navigate complex business and operational
challenges.  With professionals based in locations across the US,
Europe, Asia, and Latin America, Alvarez & Marsal delivers a
proven blend of leadership, problem solving and value creation.
Drawing on its strong operational heritage and hands-on approach,
Alvarez & Marsal works closely with organizations and their
stakeholders to help address complex business issues, implement
change and favorably influence results.  For more information
about the firm, please visit http://www.alvarezandmarsal.com/or
contact Rebecca Baker, Chief Marketing Officer at 212.759.4433.


* Kamakura Says Corporate Credit Quality Up in December
-------------------------------------------------------
Kamakura Corporation reported that its monthly index of troubled
companies in the United States showed strong improvement in
December.  Kamakura reported that the troubled company index fell
to 12.0% of the public company universe in November, down 1.6%
from the previous month.  Kamakura classifies any company with a
default probability of more than one percent as troubled.  This is
the largest monthly drop in the troubled company index since it
reached its peak of 30% in March 2003.

"The improvement in credit quality that began in November
continued each week throughout December," commented Dr. Donald R.
van Deventer, Kamakura Chairman and Chief Executive Officer.
"Except for the most troubled companies, all components of the
troubled company index showed significant monthly improvement.
The number of companies with default probabilities between 1% and
5% was 7.0% of the public company universe, down from 7.8% in
November.  Companies with default probabilities between 5 and 10%
were down to 1.6% of the universe from 2.0% in November.
Companies with default probabilities between 10% and 20% also
improved 0.4% to 1.2% of the universe.  The riskiest firms in the
universe, those with default probabilities over 20%, increased
slightly to 2.3% of the universe, up 0.1%."

Kamakura is offering free trials of its KRIS default probability
service to qualified institutions.  For more information on
Kamakura's free trial offer, contact Kamakura at
info@kamakuraco.com  More information can also be found on the
Kamakura Corporation web site at http://www.kamakuraco.com/and in
"Advanced Financial Risk Management" (John Wiley & Sons, 2004) by
Kamakura's van Deventer, Kenji Imai, and Mark Mesler.

                   About Kamakura Corporation

Kamakura Corporation is a leading provider of risk management
information, processing and software.  Kamakura has been a
provider of daily default probabilities for listed companies since
November, 2002.  Kamakura launched its private firm modeling
product in January, 2004. Kamakura is also the first company in
the world to develop and install a fully integrated credit risk,
market risk, asset and liability management, and transfer pricing
system.  Kamakura has clients ranging in size from $3 billion in
assets to $1 trillion in assets. Kamakura's risk management
software is currently used in the United States, Germany, Canada,
the United Kingdom, Australia, China and many other countries in
Asia.

Kamakura's research effort is led by Professor Robert Jarrow, who
was named Financial Engineer of the Year in 1997 by the
International Association of Financial Engineers.  Professor
Jarrow and Dr. van Deventer were both named to the 50 member RISK
Hall of Fame in December 2002.  Kamakura management has published
twenty-one books and more than 100 publications on credit risk,
market risk, and asset and liability management.  Kamakura has
world-wide distribution alliances with IPS-Sendero --
http://www.ips-sendero.com/and Unisys -- http://www.unisys.com/-
- making Kamakura products available in almost every major city
around the globe.


* BOND PRICING: For the week of January 10 - January 14, 2005
-------------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Adelphia Comm.                         3.250%  05/01/21    21
Adelphia Comm.                         6.000%  02/15/06    22
AMR Corp.                              4.500%  02/15/24    73
Applied Extrusion                     10.750%  07/01/11    57
Armstrong World                        6.350%  08/15/03    75
Bank New England                       8.750%  04/01/99    21
Burlington Northern                    3.200%  01/01/45    59
Calpine Corp.                          7.750%  04/15/09    73
Calpine Corp.                          8.500%  02/15/11    74
Calpine Corp.                          8.625%  08/15/10    75
Cendant Corp.                          4.890%  08/17/06    51
Chic East Ill. RR                      5.000%  01/01/54    60
Comcast Corp.                          2.000%  10/15/29    44
Delta Air Lines                        7.900%  12/15/09    65
Delta Air Lines                        8.000%  06/03/23    63
Delta Air Lines                        8.300%  12/15/29    47
Delta Air Lines                        9.000%  05/15/16    48
Delta Air Lines                        9.250%  03/15/22    51
Delta Air Lines                        9.750%  05/15/21    47
Calpine Corp.                         10.000%  08/15/08    71
Delta Air Lines                       10.125%  05/15/10    57
Delta Air Lines                       10.375%  02/01/11    59
Dobson Comm. Corp.                     8.875%  10/01/13    73
Falcon Products                       11.375%  06/15/09    41
Federal-Mogul Co.                      7.500%  01/15/09    33
Finova Group                           7.500%  11/15/09    49
Iridium LLC/CAP                       14.000%  07/15/05    16
Inland Fiber                           9.625%  11/15/07    50
Kaiser Aluminum & Chem.               12.750%  02/01/03    20
Lehmann Bros. Hldg.                    6.000%  05/25/05    64
Lehmann Bros. Hldg.                   21.680%  02/07/05    66
Level 3 Comm. Inc.                     2.875%  07/15/10    68
Level 3 Comm. Inc.                     6.000%  03/15/10    59
Level 3 Comm. Inc.                     6.000%  09/15/09    62
Liberty Media                          3.750%  02/15/30    67
Liberty Media                          4.000%  11/15/29    71
Mirant Corp.                           2.500%  06/15/21    75
Mississippi Chem.                      7.250%  11/15/17    73
Northern Pacific Railway               3.000%  01/01/47    57
NRG Energy Inc.                        6.500%  05/16/06     0
Nutritional Src.                      10.125%  08/01/09    66
Oglebay Norton                        10.000%  02/01/09    72
Pegasus Satellite                     12.375%  08/01/06    64
Pegasus Satellite                     13.500%  03/01/07     1
Pen Holdings Inc.                      9.875%  06/15/08    53
Reliance Group Holdings                9.000%  11/15/00    26
Syratech Corp.                        11.000%  04/15/07    43
Trico Marine Service                   8.875%  05/15/12    66
Tower Automotive                       5.750%  05/15/24    70
United Air Lines                       9.125%  01/15/12    10
United Air Lines                      10.670%  05/01/04     8
Univ. Health Services                  0.426%  06/23/20    57
Westpoint Stevens                      7.875%  06/15/08     0

                          *********

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 ***