TCR_Public/050112.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, January 12, 2005, Vol. 9, No. 9

                          Headlines

ACCEPTANCE INSURANCE: Hires Kutak Rock as Bankruptcy Counsel
ACCEPTANCE INSURANCE: Section 341(a) Meeting Slated for Feb. 11
ACCEPTANCE INSURANCE: 6 Creditors Appointed to Serve on Committee
ADELPHIA COMMS: Offers $300M to Settle SEC Action & DOJ Probe
AERO PLASTICS: Taps Lamberth Cifelli as Bankruptcy Counsel

AERO PLASTICS: Section 341(a) Meeting Slated for Feb. 17
AFC ENTERPRISES: Completes Sale of Church's Chicken to Crescent
AIR CANADA: WestJet Executives Added to $220 Million Lawsuit
AMES TRUE: Moody's Rates Proposed $150 Million Senior Notes at B3
ARGUS CORPORATION: Borrows $251K from Ravelston to Pay Dividends

ARTHUR ANDERSEN: U.S. Supreme Court Agrees to Review Conviction
ASSET BACKED: Moody's Assigns Ba1 Rating to Class M7 Certificates
ATA AIRLINES: Pilots Reject Tentative Pact on 15% Wage Cuts
ATHLETE'S FOOT: Section 341(a) Meeting Slated for Jan. 20
AVALON DIGITAL: Emerges from Bankruptcy Protection

BEVERLY ENTERPRISES: $215 Million Exchange Offer Expires Feb. 11
BODY MASTERS SPORTS: Case Summary & 19 Largest Unsecured Creditors
CATHOLIC CHURCH: Trustee Names Spokane Tort Claimants' Committee
CATHOLIC CHURCH: Spokane Wants to Hire Turner as General Counsel
CHARLESTOWNE AT CAVALIER MUTUAL: Voluntary Chapter 11 Case Summary

CONCORDE 1998 LTD: Case Summary & 24 Largest Unsecured Creditors
CSFB MORTGAGE: Moody's Junks Five Security Classes
DATATEC SYSTEMS: U.S. Trustee Picks 7-Member Creditors Committee
DATATEC SYSTEMS: Can Continue Hiring Ordinary Course Professionals
DEL LAB: Moody's Rates Planned $260M Senior Secured Debts at B1

DEL MONTE: Launching $300 Million Senior Debt Offering
ENRON: Wants Court Nod on Connecticut Resources Settlement Pact
FAIRPOINT COMMS: S&P Puts Low-B Ratings on CreditWatch Positive
FASTNET CORP: Files Joint Liquidation Plan in Pennsylvania
FEDERAL-MOGUL: Cooper Wants Voting Procedures Order Enforced

FINOVA GROUP: To Make Partial Prepayment on Notes on January 18
FOSTER WHEELER: Joint Venture with SNC-Lavalin Wins Bid for Goro
GLOBAL CROSSING: AGX Trustee Moves for First Interim Distribution
HD PARTNERS LLC: Case Summary & 16 Largest Unsecured Creditors
HEALTH & NUTRITION: Court Confirms Amended Plan of Reorganization

HOLLINGER: $39 Million Dividend Need Not be Lodged as Collateral
HOLLINGER CANADIAN: Distributes $0.005 Cash Dividend per Unit
HOMEBASE ACQUISITION: S&P Puts Low-B Ratings on CreditWatch Pos.
INDYMAC HOME: Fitch Places BB+ Rating on $7.50M Private Offering
INDUSTRIAL WHOLESALE: Judge Donovan Formally Closes Chap. 11 Case

INTEGRATED ELECTRICAL: S&P Junks Subordinated Debt
INTERSTATE BAKERIES: Walks Away from 50 Real Property Leases
KAISER ALUMINUM: PBGC Settlement Pact Draws Fire
LAIDLAW INT'L: Details 2003 Equity & Performance Incentive Plan
LESLIE'S POOLMART: Moody's Rates $170M Sr. Unsec. Notes at B2

LEVI STRAUSS: Prices New $450 Million 7% Notes Due 2006
LIBERATE TECH: Posts $8.1 Million Net Loss in Second Quarter
MADISON RIVER: S&P Puts Low-B Ratings on CreditWatch Positive
MAL FOODS INC: Case Summary & 9 Largest Unsecured Creditors
NATIONAL CENTURY: Trust Asks Court to Disallow L. Poulsen Claims

NATIONAL ENERGY: Wants Until Feb. 28 to Object to Claims
OMNICARE INC: Extends Offer for NeighborCare Shares Until Feb. 4
OPTIMAL GEOMATICS: Equity Deficit Widens to $17.3M at Oct. 31
OPTIMAL GEOMATICS: Receives Contracts Totaling Over $2.6 Million
OWENS CORNING: Has Until June 30 to Solicit Plan Acceptances

OXFORD AUTOMOTIVE: Section 341(a) Meeting Slated for Today
OXFORD AUTOMOTIVE: Creditors Must File Proofs of Claim by Jan. 18
PARKER COMMUNITY: Case Summary & Largest Unsecured Creditor
PARMALAT USA: Asks Court to Establish Solicitation Procedures
PG&E NATIONAL: Wants Court Nod on Seminole Canada Settlement Pact

PIERRE FOODS: Earns $2.1 Million of Net Income in Third Quarter
QUANTEGY INC: Case Summary & 62 Largest Unsecured Creditors
R.H. DONNELLEY: Plans $300 Million Senior Debt Private Offering
RICHTREE INC: Under CCAA Protection Until January 31
ROGERS COMMS: Reports Subscriber Results for 2004 Fourth Quarter

SECURITIZED ASSET: Moody's Places Ba1 Rating on Class B-4 Certs.
SOLUTIA: CPFilms Wants to Enter into 3M Global Supply Agreement
STATE VOLUNTEER: S&P Cuts Credit & Fin'l Strength Ratings to BBpi
SUNRISE SENIOR: Raises $24.6 Million in Trust Units Offering
TEXAS DOCKS: Wants to Employ Harrell Browning as Counsel

THORNBURG MORTGAGE: Moody's Rates Classes B-4 & B-5 at Low-B
TORCH OFFSHORE: Taps King & Spalding as Bankruptcy Co-Counsel
TORCH OFFSHORE: Wants Until Feb. 21 to File Bankruptcy Schedules
UAL CORP: Asks Court to Bless Deal with Flight Controllers Union
UAL CORPORATION: Wells Fargo Holds Allowed $4.1 Million Claim

ULTIMATE ELECTRONICS: Files for Chapter 11 Protection in Delaware
ULTIMATE ELECTRONICS: Case Summary & Largest Unsecured Creditors
US AIRWAYS: Galileo Wants $4 Million Administrative Expense Paid
USGEN: Judge Mannes Approves Skadden Employment as Special Counsel
VALOR TELECOM: S&P Puts Low-B Ratings on CreditWatch Positive

VERITAS DGC: Questerre Files Statement of Claim in Alberta
W.R. GRACE: United States Trustee Objects to Disclosure Statement
WESTERN WIRELESS: S&P Places B- Ratings on CreditWatch Positive
WESTPOINT STEVENS: Wants to Enter into Mariana & Columbia Leases
WISTON XIV: U.S. Trustee Will Meet Creditors on February 4

YUKOS OIL: Fulbright & Jaworski Files Supplemental Disclosure

* Navigant Adds Senior Level Professionals to National Practice
* Sen. Lawrence Borst Joins Baker & Daniels as Policy Consultant
* Cadwalader Welcomes Peter Clark as New Litigation Partner
* Dewey Ballantine Inks 15-Year Lease for New Washington Office

* Upcoming Meetings, Conferences and Seminars


                          *********

ACCEPTANCE INSURANCE: Hires Kutak Rock as Bankruptcy Counsel
------------------------------------------------------------
Acceptance Insurance Companies, Inc., seeks authority from the
U.S. Bankruptcy Court for the District of Nebraska to retain Kutak
Rock LLP as its counsel in its bankruptcy proceedings.

Kutak Rock is familiar with the Debtor's capital structure and
business affairs as a result of the Firm's prepetition services.

Specifically, Kutak Rock will:

     a) give the Debtor advice with respect to its powers and
        duties as debtor-in-possession in the continued management
        of its business and property;

     b) attend meetings and negotiate with representatives of
        creditors and other parties-in-interest, advise and
        consult on the conduct of this case, including all of the
        legal and administrative requirements of operating under
        chapter 11;

     c) take all necessary action to protect and preserve the
        Debtor's estate, including the prosecution of actions on
        its behalf, the defense of any actions commenced against
        them, negotiations concerning all litigation involving the
        Debtor, and objections to claims filed against the estate;

     d) prepare on behalf of the Debtor, all motions,
        applications, answers, orders, reports, and papers
        necessary to the administration of the estate;

     e) negotiate and prepare or revise on the Debtor's behalf,
        plans of reorganization, disclosure statement and all
        related agreements and documents;

     f) give the Debtor advice in connection with any sale of
        assets;

     g) appear before the Court and the U.S. Trustee to protect
        the interests of the Debtor and its estate; and

     h) perform all other necessary legal services and provide all
        other necessary legal advice.

John J. Jolley Jr., Esq., a member of Kutak Rock, discloses that
the Debtor paid the Firm a $60,000 retainer.

The current hourly rates of professionals at Kutak Rock:

          Designation             Rate
          -----------             ----
          Partners/Of counsel  $200 - $325
          Associates            130 -  195
          Legal Assistants       75 -  120

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

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.  The Company filed
for chapter 11 protection on Jan. 7, 2005 (Bankr. D. Neb. Case No.
05-80059).  The Debtor's affiliates -- Acceptance Insurance
Services, Inc., and American Agrisurance, Inc. -- filed chapter 7
petitions (Bankr. D. Neb. Case Nos. 05-80056 & 05-80058).  When
the Debtor filed for protection from its creditors, it listed
$33,069,446 in total assets and $137,120,541 in total debts.


ACCEPTANCE INSURANCE: Section 341(a) Meeting Slated for Feb. 11
---------------------------------------------------------------
The United States Trustee for Region 13 will convene a meeting of
creditors of Acceptance Insurance Companies Inc. and its
debtor-affiliates at 9:30 a.m., on Feb. 11, 2005, at the U.S.
Trustee Meeting Room located in the Roman L. Hruska Courthouse,
111 South 18th Plaza in Omaha, Nebraska.  This is the first
meeting of creditors required under 11 U.S.C. Sec. 341(a) in all
bankruptcy cases.

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

Headquartered in 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.  The Company filed
for chapter 11 protection on Jan. 7, 2005 (Bankr. D. Neb. Case No.
05-80059).  The Debtor's affiliates -- Acceptance Insurance
Services, Inc., and American Agrisurance, Inc. -- filed chapter 7
petitions (Bankr. D. Neb. Case Nos. 05-80056 & 05-80058).  John J.
Jolley, Esq., at Kutak Rock LLP, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $33,069,446 in total assets and
$137,120,541 in total debts.


ACCEPTANCE INSURANCE: 6 Creditors Appointed to Serve on Committee
-----------------------------------------------------------------
The United States Trustee for Region 13 appointed five creditors
to serve on an Official Committee of Unsecured Creditors in
Acceptance Insurance Companies Inc. chapter 11 case:

          1. Mammel Foundation
             Attn: Carl G. Mammel
             8805 Indian Hills Drive, Suite 375
             Omaha, Nebraska 68114
             Tel: 402-384-8500, email: laurie@mammelfoundation.org

          2. Grace-Meyer Insurance
             Attn: Arnold Joffe
             10050 Regency Circle
             Omaha, Nebraska 68114
             Tel: 402-397-5050, email: arnoldj@gracemayer.com

          3. First and Grand
             Attn: Bill Brush
             P.O. Box 40
             North Loup, Nebraska 68859
             Tel: 308-496-4781, email: mormac@nctc.net

          4. Alan Parsow
             2222 Skyline Drive
             P.O. Box 818
             Elkhom, Nebraska 68022
             Tel: 402-289-3217, email: aparsow@aol.com

          5. Industrial Label
             Attn: Mike Erman
             4130 South 94th Street
             Omaha, Nebraska 68127
             Tel: 402-339-9944, email: merman@industriallabel.com

          6. Steve Lococo
             11422 Miracle Hills Drive
             Omaha, Nebraska 68154
             Tel: 402-445-9333, email: slococo@footprint.com

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

Headquartered in 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.  The Company filed
for chapter 11 protection on Jan. 7, 2005 (Bankr. D. Neb. Case No.
05-80059).  The Debtor's affiliates -- Acceptance Insurance
Services, Inc., and American Agrisurance, Inc. -- filed chapter 7
petitions (Bankr. D. Neb. Case Nos. 05-80056 & 05-80058).  John J.
Jolley, Esq., at Kutak Rock LLP, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $33,069,446 in total assets and
$137,120,541 in total debts.


ADELPHIA COMMS: Offers $300M to Settle SEC Action & DOJ Probe
-------------------------------------------------------------
In its Form 10-K filed with the United States Securities and
Exchange Commission on December 23, 2004, Adelphia Communications
Corporation and its debtor-affiliates disclosed that they offered
$300,000,000 to:

    -- settle the SEC civil action against ACOM and certain
       members of the Rigas Family; and

    -- resolve the U.S. Department of Justice's ongoing
       investigation of ACOM.

Of the $300 million, $125,000,000 will be funded from potential
proceeds from litigation by or on behalf of ACOM.

As previously reported, the SEC filed on July 24, 2002, a civil
enforcement action, alleging various securities fraud and improper
books and records claims arising out of actions allegedly taken or
directed by certain members of the Rigas Management.

ACOM Chairman and Chief Executive Officer William T. Schleyer
relates that the SEC Civil Case is pending in the U.S. District
Court for the Southern District of New York and settlement
discussions are in progress among the ACOM Debtors and
representatives of the SEC and the DoJ.  The SEC's claim filed in
the ACOM Debtors' Chapter 11 cases includes claims for penalties,
disgorgement and pre-judgment interest in an unspecified amount.
ACOM believes that the SEC's claims for disgorgement and civil
penalties could amount to billions of dollars.

The SEC Civil Action is stayed by order of the District Court
until April 29, 2005.  The SEC Civil Action is not subject to the
automatic stay provisions of the Bankruptcy Code.  The ACOM
Debtors expect that the outcome of the SEC Civil Action could
include civil penalties, disgorgement, and the imposition of
mandatory governance guidelines or other restrictions imposed on
ACOM.

ACOM remains subject to continuing investigation and further
action by the DoJ, Mr. Schleyer states.  The outcome of the
investigation by the DoJ could include the criminal indictment of
ACOM or its Managed Cable Entities, monetary remedies, and
remedies restricting ACOM's conduct.

Even if the ACOM Debtors cannot foresee the ultimate resolution of
the SEC Civil Action or the DoJ investigation, they recorded a
$175,000,000 reserve in their financial statements to reflect
their settlement offer.

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


AERO PLASTICS: Taps Lamberth Cifelli as Bankruptcy Counsel
----------------------------------------------------------
Aero Plastics, Inc., asks the U.S. Bankruptcy Court for the
Northern District of Georgia, Atlanta Division, for permission to
employ Lamberth, Cifelli, Stokes & Stout, PA, as its counsel, nunc
pro tunc Jan. 6, 2005.

Lamberth Cifelli is expected to:

     a) advise, assist, and represent the Debtor with respect to
        its rights, powers, duties, and obligations in the
        administration of this case, and the collection,
        preservation, and administration of assets of the estate;

     b) advise, assist, and represent the Debtor with regard to
        any claims and causes of action which the estate may have
        against various parties including, without limitation,
        claims for preferences, fraudulent conveyances, improper
        disposal of assets, and other claims or rights to recovery
        granted to the estate; institute appropriate adversary
        proceedings or other litigation and represent the Debtor
        therein with regard to such claims and causes of action;
        and advise and represent the Debtor with regard to the
        review and analysis of any legal issues incident to any of
        the foregoing;

     c) advise, assist, and represent the Debtor with regard to
        investigation of the desirability and feasibility of the
        rejection or assumption and potential assignment of any
        executory contracts or unexpired leases, and advise,
        assist, and represent the Debtor with regard to liens and
        encumbrances asserted against property of the estate and
        potential avoidance actions for the benefit of the estate,
        within the Debtor's rights and powers under the Bankruptcy
        Code, and the initiation and prosecution of appropriate
        proceedings in connection therewith;

     d) advise, assist, and represent the Debtor in connection
        with all applications, motions, or complaints concerning
        reclamation, sequestration, relief from stays, disposition
        or other use of assets of the estate, and all other
        similar matters;

     e) advise, assist, and represent the Debtor with regard to
        the preparation, drafting, and negotiation of a plan or
        plans of reorganization or liquidation and accompanying
        disclosure statement, or negotiation with other parties
        presenting a plan of reorganization or liquidation and
        accompanying disclosure statement; and advise,
        assist, and represent the Debtor in connection with the
        sale or other disposition of any assets of the estate,
        including without limitation the investigation and
        analysis of the alternative methods of effecting same;
        employment of auctioneers, appraisers, or other persons to
        assist with regard thereto; negotiate with prospective
        purchasers and the evaluation of any offers received;
        draft appropriate contracts, instruments of
        conveyance, and other documents with regard thereto;
        prepare, file, and serve as required of appropriate
        motions, notices, and other pleadings as may be necessary
        to comply with the Bankruptcy Code with regard to all of
        the foregoing; and represent the Debtor in connection with
        the consummation and closing of any such transactions;

     f) prepare pleadings, applications, motions, reports, and
        other papers incidental to administration, and to conduct
        examinations as may be necessary pursuant to Bankruptcy
        Rule 2004 or as otherwise permitted under applicable law;

     g) provide support and assistance to the Debtor with regard
        to the proper receipt, disbursement, and accounting for
        funds and property of the estate;

     h) provide support and assistance to the Debtor with regard
        to the review of claims against the Debtor, the
        investigation of amounts properly allowable and the
        appropriate priority or classification of same, and the
        filing and prosecution of objections to claims as
        appropriate;

     i) perform any and all other legal services incident or
        necessary to the proper administration of this case and
        the representation of the Debtor in the performance of its
        duties and exercise of its rights and powers under the
        Bankruptcy Code.

J. Michael Lamberth, Esq., is the lead attorney in this
proceeding.  The Debtor paid Lamberth Cifelli a $41,000 retainer.
Professionals at Lamberth will charge the Debtor at their current
hourly rates:

           Designation            Rate
           -----------            ----
           Attorneys           $150 - $335
           Legal Assistants        $60

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

Headquartered in Leominster, Massachusetts, Aero Plastics, Inc. --
http://www.aeroplastics.com/-- manufactures household products.
The Company filed for chapter 11 protection on Jan. 6, 2005(Bankr.
N.D. Ga. Case No. 05-60451).  When the Debtor filed for protection
from its creditors, it estimated assets and debts between
$10 million to $50 million.


AERO PLASTICS: Section 341(a) Meeting Slated for Feb. 17
--------------------------------------------------------
The United States Trustee for Region 21 will convene a meeting of
Aero Plastics, Inc.'s creditors at 10:00 a.m., on Feb. 17, 2005,
at Room 365, Russell Federal Building, 75 Spring Street in
Atlanta, Georgia.  This is the first meeting of creditors required
under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Headquartered in Leominster, Massachusetts, Aero Plastics, Inc. --
http://www.aeroplastics.com/-- manufactures household products.
The Company filed for chapter 11 protection on Jan. 6, 2005(Bankr.
N.D. Ga. Case No. 05-60451).  J. Michael Lamberth, Esq., at
Lamberth, Cifelli, Stokes & Stout, PA, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it estimated assets and debts between
$10 million to $50 million.


AFC ENTERPRISES: Completes Sale of Church's Chicken to Crescent
---------------------------------------------------------------
AFC Enterprises, Inc. (Nasdaq: AFCE), the franchisor and operator
of Popeyes(R) Chicken & Biscuits, has completed the sale of its
Church's brand to an affiliate of Crescent Capital Investments,
Inc., an Atlanta-based private equity firm.  The agreement to sell
Church's was previously announced on Nov. 1, 2004.  In connection
with the closing of that transaction, certain real estate and
restaurant facilities were excluded and are being sold to Church's
franchisees.  The Church's franchisees are paying AFC
approximately $3.7 million to purchase land, and in some cases,
the related restaurants previously leased to them by the Company.
Aggregate gross proceeds from the transactions, subject to
customary closing adjustments, are approximately $390 million
comprised of $383 million in cash and a subordinated note from an
affiliate of Crescent Capital for $7 million.  The Company expects
net proceeds, after tax considerations, to be approximately
$275 million.  AFC's Board of Directors is currently evaluating
the most appropriate use of the proceeds to enhance value to AFC
shareholders.

Frank Belatti, Chairman and CEO of AFC Enterprises, stated, "With
this sale, we complete a process that began early last year to
reshape our portfolio and focus on Popeyes as our growth vehicle
for the future.  Popeyes' performance continues to improve under
Ken Keymer's leadership, as we take actions to drive the business
forward.  Ongoing improvement in Popeyes, coupled with deploying
the net proceeds from the Church's sale, will continue our efforts
to maximize stakeholder value and put the Company in the best
possible position to succeed."

                       About the Company

AFC Enterprises, Inc. -- http://www.afce.co/-- is the franchisor
and operator of 3,373 restaurants as of November 28, 2004, prior
to the closing of the Church's sale described in this press
release, in the United States, Puerto Rico and 28 foreign
countries under the brand names Popeyes(R) Chicken & Biscuits and
Church's Chicken(TM).  AFC's primary objective is to be the
world's Franchisor of Choice(R) by offering investment
opportunities in highly recognizable brands and exceptional
franchisee support systems and services.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 9, 2004,
Moody's Investors Service placed all ratings of AFC Enterprises,
Inc., under review for upgrade.  The company's announcement that
it has signed a definitive agreement to sell Church's for net
proceeds of about $275 million and Moody's expectation that
proceeds will be used to pay down substantially all rated debt
prompted the review.  The bank agreement requires the company to
pay down the bank loan (currently comprised of a $75 million
Revolving Credit Facility with $18 million utilized, a $32 million
Term Loan A, and a $56 million Term Loan B) with proceeds from
asset sales.

Ratings placed under review for upgrade are:

   -- $162 million secured bank facility of B1,
   -- Senior Implied Rating of B1, and the
   -- Issuer Rating of B2.


AIR CANADA: WestJet Executives Added to $220 Million Lawsuit
------------------------------------------------------------
On December 23, 2004, the Honorable Mr. Justice Nordheimer of the
Ontario Superior Court of Justice issued an Order adding Clive
Beddoe, Chairman, President and CEO of WestJet as well as WestJet
executives, Scott Butler, Donald Bell, William Lamberton and
Brenda Trockstad as defendants to Air Canada's lawsuit against
WestJet.  Mr. Justice Nordheimer also allowed Air Canada to file
an amended statement of claim.

The motion was not opposed by WestJet.

As previously reported, Air Canada is seeking to recover
$220 million from WestJet in a lawsuit commenced in April 2004
arising out of corporate espionage on a massive scale against Air
Canada for approximately a year.  Mark Hill, a former WestJet
executive, has admitted under oath that WestJet surreptitiously
accessed Air Canada's password-protected employee Web site
approximately a quarter of a million times during that time, and
created automated technology to download and analyze passenger
load and booking information.

By obtaining access to this confidential information, including
the number of passengers booked on any flight on any route Air
Canada flies anywhere in the world up to a year in advance, Air
Canada alleges that WestJet was able to compile computer-generated
reports for its own strategic planning, routing and pricing
decisions, with a high degree of accuracy and very little risk.

Air Canada filed for CCAA protection on April 1, 2003 (Ontario
Superior Court of Justice, Case No. 03-4932) and filed a Section
304 petition in the U.S. Bankruptcy Court for the Southern
District of New York (Case No. 03-11971).  Mr. Justice Farley
sanctioned Air Canada's CCAA restructuring plan on Aug. 23, 2004.
Sean F. Dunphy, Esq., and Ashley John Taylor, Esq., at Stikeman
Elliott LLP, in Toronto, serve as Canadian Counsel to the carrier.
Matthew A. Feldman, Esq., and Elizabeth Crispino, Esq., at Willkie
Farr & Gallagher serve as the Debtors' U.S. Counsel.  When the
Debtors filed for protection from its creditors, they listed
C$7,816,000,000 in assets and C$9,704,000,000 in liabilities.

On September 30, 2004, Air Canada successfully completed its
restructuring process and implemented its Plan of Arrangement.
The airline exited from CCAA protection raising $1.1 billion of
new equity capital and, as of September 30, has approximately
$1.9 billion of cash on hand.  (Air Canada Bankruptcy News, Issue
No. 54; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AMES TRUE: Moody's Rates Proposed $150 Million Senior Notes at B3
-----------------------------------------------------------------
Moody's Investors Service has assigned a B3 rating to Ames True
Temper's proposed $150 million floating rate senior notes due
2012.  All other ratings have been affirmed.  Outlook has been
changed to negative.

These rating has been assigned:

   * $150 million floating rate senior notes at B3;

These ratings have been affirmed:

   * Senior implied rating at B2;
   * $150 million senior subordinated notes at Caa1;
   * Senior unsecured issuer rating at B3;
   * Speculative grade liquidity rating at SGL-2;
   * $75 million senior secured revolving credit facility at B2;
   * $140 million senior secured term loan B at B2

The floating rate senior notes will be issued by Ames True Temper.
Proceeds from the senior notes are expected to be used to repay
the $140 million term loan B and outstanding amounts on the
revolver.   A new asset-based revolver (unrated) will be entered
into to replace the existing revolver.  The ratings on the
revolver and the term loan B will be withdrawn upon the
restructuring of the bank facility.

The new senior notes rating and ratings affirmations reflect Ames
True Temper's leading brand names (Ames and True Temper) and its
competitive/market share position in the lawn & garden industry
offset by high customer concentration, increased leverage and
margin pressures.  The projected weakening in Ames True Temper's
credit metrics is caused principally by increased commodity
prices, which the company has not been able to fully recapture
with its three recent price increases.

The increased business and financial risks are mitigated by the
company's history of new product introduction and innovation
(approximately 25% of annual sales come from products developed in
the previous two years) and from favorable demographic trends in
the lawn and garden care category due to aging baby boomers, the
robust housing market and growing interest in gardening.

Furthermore, Ames True Temper's unique position in servicing the
"big box" home center retailers, which have become the dominant
distribution channel in the lawn and garden category, provide
differentiated brand strategy although at the expense of customer
concentration.

The affirmation of the SGL-2 reflects Moody's anticipation that
the company will maintain good liquidity over the next twelve
months.  The company's weakening cash flows will be partially
offset by anticipated declines in working capital needs.  The
company's operating cash flow is expected to improve in 2005.

The B3 rating on Ames True Temper senior notes reflects their
senior position but effective subordination to the secured
revolving credit facility.  The rating also recognizes the fact
that Ames True Temper will have relatively few secured assets
(Moody's expects a maximum revolver draw of approximately
$40 million).  The senior notes are guaranteed by Ames True
Temper's parent -- ATT Holding -- on a senior unsecured basis.
Provisions in the indenture are expected to restrict additional
indebtedness, dividends, investments, liens, asset sales,
affiliate transactions, and mergers and acquisitions.

The negative ratings outlook reflects Moody's belief that Ames
True Temper's EBITDA and cash flow generation could further
deteriorate because of rising commodity prices, which the company
may not be able to fully recoup.  Moody's expects management to
sustain its strategic direction, which is centered around having
approximately 50% of its manufacturing capabilities overseas,
continual new product developments, differentiated brands for
different retailers and improved profitability.

Moody's will consider stabilizing the ratings if Ames True Temper
achieves greater profitability from cost saving initiatives and a
stabilization of commodity prices.  Negative ratings actions could
be considered through continued profitability measure
deterioration or a change in strategic direction, which materially
impedes debt reduction or compromises the company's liquidity
position.

Ames True Temper is the leading North American manufacturer and
marketer of non-powered lawn and garden tools and accessories.
For the year ending September 25, 2004, the company had net sales
of approximately $440 million and adjusted EBITDA of
$54.7 million.


ARGUS CORPORATION: Borrows $251K from Ravelston to Pay Dividends
----------------------------------------------------------------
Argus Corporation Limited (TSX:AR.PR.A)(TSX:AR.PR.D)(TSX:AR.PR.B)
had declared regular quarterly dividends to be paid on
Feb. 1, 2005, to the holders of record of its Class A and Class B
Preference Shares at the close of business on January 20, 2005.

The dividends to be paid are respectively Cdn. 62-1/2 cents per
share on the Class A Preference Shares $2.50 Series, Cdn. 65 cents
per share on the Class A Preference Shares $2.60 Series and
Cdn. 67-1/2 cents per share on the Class B Preference Shares 1962
Series.

Argus has previously disclosed that it needed to obtain additional
funds in order to continue to pay dividends on the Class A and
Class B Preference Shares on an uninterrupted basis, including the
dividends that are to be paid on February 1, 2005.

The Ravelston Corporation Limited, the parent of Argus, agreed to
provide a loan to Argus for Cdn. $251,703, the amount of the
dividends to be paid by Argus on February 1, 2005, so that these
dividends could be declared and paid.

Ravelston holds all of the Common Shares and Class C Preference
Shares of Argus and 2,900 of Argus' 55,893 issued Class A
Preference Shares $2.60 Series.  The loan is to be made by
Ravelston on an interest-free basis pursuant to a Promissory Note
and will be repayable on Feb. 28, 2006.

Argus will require additional funds to be able to continue to pay
future dividends on its Class A and Class B Preference Shares on
an uninterrupted basis, including an additional amount of
approximately Cdn. $251,703 for dividends that are scheduled to be
paid on May 1, 2005.

Argus intends to make efforts to ensure that the dividend payments
can be made on May 1, 2005, and continue to be made thereafter on
an uninterrupted basis.

Argus Corporation Limited is a holding company and its assets
consist principally of an investment in the retractable common
shares of Hollinger, Inc., a Canadian public company listed on the
Toronto Stock Exchange, a receivable from The Ravelston
Corporation Limited, the Company's parent company and cash.

Based on the company's alternative financial reporting, as of
September 30, 2004, Argus has a $44,034,263 stockholders' deficit
compared to $6,522,159 positive equity at Dec. 31, 2003.


ARTHUR ANDERSEN: U.S. Supreme Court Agrees to Review Conviction
---------------------------------------------------------------
The United States Supreme Court agreed to consider an appeal from
Arthur Andersen, LLP, of the firm's criminal conviction on
June 15, 2002, on charges of obstructing an SEC proceeding when
Andersen personnel helped destroy Enron-related documents.

A Grand Jury assembled in the Southern District of Texas returned
an indictment against Andersen on March 7, 2002, charging the Firm
with one count of violating 18 U.S.C. Sec. 1512(b)(2).  The
full-text of the Indictment is reprinted in the March 18, 2002,
edition of the Troubled Company Reporter.  Andersen denied
wrongdoing.  The case went to trial on May 6, 2002, and lasted six
weeks.  Following 70-some hours of deliberation stretched over ten
days, the jury voted to convict Andersen.  Foreman Oscar H. Criner
(a professor in mathematics and computer science at Texas Southern
University) related that the jury's deliberative process started
with six votes to convict and six votes to acquit.  As he and his
five acquittal-proponents continued to review the evidence, they
concluded that the facts militated in favor of a conviction.

U.S. District Judge Melinda F. Harmon entered a formal order of
conviction and, at a sentencing hearing on Oct. 11, 2002, fined
the auditing firm $500,000.

Because convicted felons aren't allowed to audit public companies'
financial statements, the conviction brought an end to Andersen's
audit practice.

Andersen appealed from the conviction to the United States Court
of Appeals.  Pointing to errors in four evidentiary rulings,
misconduct by the prosecutor in his rebuttal jury summation, and
two legal contentions regarding the required proof under Sec.
1512(b)(2), Andersen urged the Appeals Court to reverse the
conviction.  The Fifth Circuit declined.  A full-text copy of the
Fifth Circuit's 42-page decision affirming the conviction is
available at no charge at:

  http://www.ca5.uscourts.gov/opinions/pub/02/02-21200-CR0.wpd.pdf

The U.S. Supreme Court entered an order on January 7, 2005, saying
that it would grant certiorari.  Andersen tells the High Court
that the jury instructions Judge Harmon were vague and ambiguous.
The justices will explore what it means to "corruptly persuade"
someone to destroy something "with intent to impair the object's
integrity or availability for use in an official proceeding."

"We are hopeful that the court will confirm that [the
Government's] reading of the obstruction laws is far too broad and
places Americans at unfair risk of prosecution of unwitting
violations of the law," Maureen E. Mahoney, Esq., at Latham &
Watkins LLP, told reporters for The Wall Street Journal.  Ms.
Mahoney represents Andersen in its appeal to the U.S. Supreme
Court.

The proceeding before the High Court is captioned Arthur Andersen
LLP v. United States, Case No. 04-368.

"It may end up being a good result for a corpse," E. Lawrence
Barcella, Esq., Jr., a white-collar defense lawyer at Paul,
Hastings, Janofsky & Walker LLP, told Greg Stohr at Bloomberg
News.

Tens of thousands of Andersen employees lost their jobs when the
Firm's auditing practice ended in 2002.


ASSET BACKED: Moody's Assigns Ba1 Rating to Class M7 Certificates
-----------------------------------------------------------------
Moody's Investors Service has assigned a rating of Aaa to the
senior certificates issued by Asset Backed Securities Corporation
Home Equity Loan Trust, Series 2004-HE8 and ratings ranging from
Aa2 to Ba1 to the subordinate certificates in the deal.

The securitization is backed by New Century Mortgage Corp.
originated adjustable-rate (83.77%) and fixed-rate (16.23%)
sub-prime mortgage loans.  The ratings are based primarily on the
credit quality of the loans, past performance of collateral from
this originators, and on the protection from subordination,
overcollateralization -- OC, and excess spread.  In addition, the
Class A1 certificates benefit from a certificate guaranty
insurance policy issued by Financial Security Assurance, Inc. --
FSA -- whose insurance financial strength rating is Aaa.  Under
the policy, the certificate holder is guaranteed timely interest
and repayment of full principal balance by the legal final
maturity of the deal.  The credit enhancement requirements reflect
some benefit for due diligence performed on the collateral.  The
credit quality of the loans backing this deal is in line with
previous securitizations by this issuer.

Ocwen Federal Bank FSB will service the loans.  Moody's has
assigned its above average servicer quality rating -- SQ2 -- to
Ocwen for primary servicing of sub-prime loans.

The complete rating actions are as follows:

Issuer: Asset Backed Securities Corporation Home Equity Loan
        Trust, Series 2004-HE8

Issue:  Asset Backed Pass-Through Certificates, Series 2004-HE8

   * Class A1, rated Aaa
   * Class A2, rated Aaa
   * Class M1, rated Aa2
   * Class M2, rated A2
   * Class M3, rated A3
   * Class M4, rated Baa1
   * Class M5, rated Baa2
   * Class M6, rated Baa3
   * Class M7, rated Ba1


ATA AIRLINES: Pilots Reject Tentative Pact on 15% Wage Cuts
-----------------------------------------------------------
ATA Airlines flight deck crewmembers, as represented by the Air
Line Pilots Association, International -- ALPA -- have rejected a
proposed Interim Relief tentative agreement that would have cut
pay by as much as 15 percent for some crewmembers.  Out of 988
crewmembers eligible to vote, 79.2% voted against the agreement.

"Our crewmembers sent a message loud and clear: they have lost
confidence in our current senior management," ATA Airlines Master
Executive Council Chairman, Capt. Erik Engdahl said in a press
statement.  "It is obvious that new management is vitally
important to the success of ATA and future negotiations with ALPA.
ATA already has some of the lowest labor costs in the airline
industry, and the Company never provided an interim business plan
that showed a need for immediate cuts.  We urge the Company to
look at all aspects of the airline's operations before they ask us
again to surrender any of the contract gains we won just two years
ago."

The Interim Relief Tentative Agreement would have temporarily
reduced salaries by 15% for Lockheed L-1011 crewmembers, 12% for
Boeing 757 crewmembers, and 8% for Boeing 737 crewmembers.  It
would also have cut company contributions into a pilot retirement
plan by 50%.  The package would have been in effect for 120 days
and saved the airline $6 million.  ATA flight crewmembers ratified
a $43 million concessions package on June 30, 2004.

Founded in 1931, ALPA is the world's oldest and largest pilot
union and represents 64,000 airline pilots at 42 airlines in the
U.S. and Canada.  Visit the ALPA website at http://www.alpa.org/

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.


ATHLETE'S FOOT: Section 341(a) Meeting Slated for Jan. 20
---------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of creditors
of Athlete's Foot Stores, LLC, and its debtor-affiliate at
2:30 p.m., on Jan. 20, 2005, at Office of the U.S. Trustee,
80 Broad Street, Second Floor, New York, New York 10004-1408.
This is the first of creditors required under U.S.C. Sec. 341(a)
in all bankruptcy cases.

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

Headquartered in New York, New York, Athlete's Foot Stores, LLC,
-- http://www.theathletesfoot.com/-- operates approximately
125 athletic footwear specialty retail stores in 25 states.  The
Company and its debtor-affiliate filed for chapter 11 protection
on December 9, 2004 (Bankr. S.D.N.Y. Case No. 04-17779).  Bonnie
Lynn Pollack, Esq., and John Howard Drucker, Esq., at Angel &
Frankel, P.C. represents the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed total assets of $33,672,000 and total debts
of $39,452,000.


AVALON DIGITAL: Emerges from Bankruptcy Protection
--------------------------------------------------
Avalon Digital Marketing Systems, Inc., emerged from Chapter 11
Bankruptcy, and received a concurrent capital infusion of
approximately $1.3 million.  The United States Bankruptcy Court
for the District of Utah, Central Division, entered an order on
November 3, 2004, confirming Avalon's First Amended Plan of
Reorganization Pursuant to Chapter 11 of the United States
Bankruptcy Code.  The Plan became effective on November 18, 2004,
with the closing of the financing and related confirmation matters
effective December 9, 2004.

"This is an exciting day for the 'new' Avalon Digital," said Tyler
Thompson, who will serve as CEO for the reorganized company.  "We
appreciate the loyalty of our customers, the dedication of our
employees and the support from our creditors and new investors
during this process.  We have labored diligently over the past
year in our efforts to position Avalon for future success.  We are
pleased to have been able to continue our business and develop new
products and services while operating under Chapter 11, and we
look forward to growing the company and creating value for our
shareholders."

Headquartered in Provo, Utah, Avalon Digital Marketing Systems is
a provider of email marketing management software and strategic
digital marketing services.  On September 5, 2003, Avalon Digital
Marketing Systems, Inc., filed a voluntary petition for
reorganization under Chapter 11 of the United States Bankruptcy
Code in the U.S. Bankruptcy Court in Salt Lake City, Utah.  The
case has been assigned to Judge Glen E. Clark and is being
administered under Case No. 03-35180.


BEVERLY ENTERPRISES: $215 Million Exchange Offer Expires Feb. 11
----------------------------------------------------------------
Beverly Enterprises, Inc. (NYSE: BEV) disclosed an offer to
exchange up to $215 million in aggregate principal amount of its
7-7/8% Senior Subordinated Notes due 2014, which have been
registered under the Securities Act of 1933 as amended, for its
outstanding unregistered 7-7/8% Senior Subordinated Notes due
2014.

The exchange offer will expire on Friday, Feb. 11, at 5 p.m. (ET).
The exchange agent is:

         BNY Midwest Trust Company
         c/o Bank of New York
         Reorganization Unit
         101 Barclay Street, 7 East
         New York, NY 10286
         Attn: Ms. Carolle Montreuil

                        About the Company

Beverly Enterprises, Inc., and its operating subsidiaries are
leading providers of healthcare services to the elderly in the
United States.  Beverly currently operates 351 skilled nursing
facilities, as well as 18 assisted living centers, and 52 hospice
and home health centers.  Through Aegis Therapies, Beverly also
offers rehabilitative services on a contract basis to facilities
operated by other care providers.

                         *     *     *

As reported in the Troubled Company Reporter on June 18, 2004,
Fitch Ratings has assigned a 'B+' rating to Beverly Enterprises,
Inc.'s planned up-to $225 million, 10-year, subordinated debt
issue. Proceeds from the new issue will be used to fund the recent
tender offer for the company's 'BB-' rated, $200 million, 9-5/8%
senior unsecured notes due 2009.

Those 9-5/8% Notes trade around 112, according to pricing obtained
from the Bloomberg Professional Service. S&P rates the 9-5/8%
Notes at B+ and Moody's gives them its B1 rating.

In conjunction, Fitch affirmed the company's 'BB' secured bank
facility, 'BB-' senior unsecured debt and 'B+' rated subordinated
convertible notes.  Fitch's Rating Outlook is Stable.

Fitch notes that BEV's credit profile is improving following a
difficult 2003 that saw profitability negatively impacted by
rising patient liability costs and reduced Medicare reimbursement.
Key factors Fitch sees driving the improvement include strong
volume growth, increased Medicare and Medicaid per-diem rates, a
significant reduction in patient liability-related costs and lower
interest costs due to refinancing activities.


BODY MASTERS SPORTS: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Body Masters Sports Industries, Inc.
        Post Office Box 259
        Rayne, Louisiana 70578

Bankruptcy Case No.: 05-50059

Type of Business: The Debtor designs, manufactures and markets
                  exercise equipment.
                  See http://www.body-masters.com/

Chapter 11 Petition Date: January 10, 2005

Court: Western District of Louisiana (Lafayette/Opelousas)

Debtor's Counsel: Kenneth A. Back, Esq.
                  P.O. Box 51778
                  Lafayette, LA 70505
                  Tel: 337-237-3429
                  Fax: 337-237-3493

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 19 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Bank Of Commerce & Trust      Bank loan               $5,651,000
Company                       Value of Collateral:
P.O. Box 49                   $3,000,000
Rayne, LA 70578               Unsecured Value:
                              $2,651,000

Ryerson Tull, Inc.            Trade debt                $473,639
Dept. 0643
P.O. Box 120643
Dallas, TX 75312

Star Trac By Unisen           Trade debt                 $92,861
Post Office Box 30547
Los Angeles, CA 90030

Fuyang Technology             Trade debt                 $63,036

Larry Savoie                  Trade debt                 $54,059

Marco Design Company          Trade debt                 $52,900

Northcoast Health & Fitness   Trade debt                 $51,299
Product

Design Works                  Trade debt                 $48,928

Hub City Express, Inc.        Trade debt                 $43,427
& American Bank

DXP Enterprises, Inc.         Trade debt                 $36,172

ET Fasteners                  Trade debt                 $34,284

Mid-Atlantic Fit Resource     Trade debt                 $32,962

Midwest Commercial Fitness,   Trade debt                 $31,118
Inc.

USA Sports, Inc.              Trade debt                 $30,450

First Louisiana National      Bank loan                  $28,000
Bank

Lucas Industrial              Trade debt                 $26,991

Becker Powder Coatings        Trade debt                 $25,850

Westcoast Fitness, Inc.       Trade debt                 $25,514

Cemco Physical Fitness        Trade debt                 $24,160
Products


CATHOLIC CHURCH: Trustee Names Spokane Tort Claimants' Committee
----------------------------------------------------------------
The United States Trustee for Region 18 appoints five claimants of
the Diocese of Spokane to the Official Committee of Tort Claimants
in Spokane's case:

           (1) Richard Frizzell
               c/o Duane Rasmussen
               P.O. Box 730
               Liberty Lake, Washington 99019

               Also c/o Michael Pfau
               One Union Square
               600 University, Suite 2100
               Seattle, Washington 98101

           (2) Michael Shea
               c/o Frank Conklin
               818 W. Riverside Avenue
               Spokane, Washington 99201

           (3) Steve Denny
               6525 N Austin Road #104
               Spokane, Washington 99208

           (4) Brynne Malone

           (5) Marjorie Garza

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

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

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Archdiocese
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $11,162,938 in total
assets and $81,364,055 in total debts. (Catholic Church Bankruptcy
News, Issue No. 14; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


CATHOLIC CHURCH: Spokane Wants to Hire Turner as General Counsel
----------------------------------------------------------------
William S. Skylstad, Bishop of the Diocese of Spokane, seeks
permission from the U.S. Bankruptcy Court for the Eastern
District of Washington to employ Turner, Stoeve & Gagliardi,
P.S., as general counsel for non-bankruptcy matters.

Turner has served as outside general counsel to Spokane since
1978 and is familiar with all aspects of the Diocese of Spokane's
business and all encountered legal issues.  According to Bishop
Skylstad, it is important to retain continuity in the
representation of Spokane so that the Diocese will be fully
represented in the most efficient and cost-effective manner.

Turner will be paid an hourly rate of $135 for attorney time
incurred.

Bishop Skylstad assures the Court that Turner is disinterested and
does not hold or represent any interest adverse to Spokane.

Bishop Skylstad discloses that before the Petition Date Turner
gives general counsel to Spokane for a retainer of $200 per month.
On occasion and for no additional charge, Turner gives general
counsel to Catholic-related entities, including:

   -- Spokane Catholic Investment Trust,
   -- Immaculate Heart Retreat Center,
   -- Catholic Charities of Spokane, and
   -- Catholic Cemeteries of Spokane.

Turner also represented Catholic Charities in a probate dispute a
few years ago.

With the exception of Immaculate Heart Retreat Center, the
Catholic-related entities of Spokane are separately incorporated
entities.

Turner does not believe that its infrequent, pro bono
representation of the entities in matters totally unrelated to
Spokane's reorganization case constitute an actual or potential
conflict of interest.  Turner will not provide any advice, pro
bono, or otherwise, to the entities during the pendency of
Spokane's reorganization case.

In 1990, Turner drafted a will for Bishop Skylstad.  The services
were paid by Spokane through the retainer arrangement between the
Parties.  Turner assures the Court that there are no actual or
potential conflicts from the past representation.

Besides the $200 monthly non-refundable retainer, the firm's past
representation included an hourly rate of $135 for specific
matters such as litigation.

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

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

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Archdiocese
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $11,162,938 in total
assets and $81,364,055 in total debts. (Catholic Church Bankruptcy
News, Issue No. 14; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


CHARLESTOWNE AT CAVALIER MUTUAL: Voluntary Chapter 11 Case Summary
------------------------------------------------------------------
Debtor: Charlestowne at Cavalier Mutual Homes, Inc.
        1590 Darren Circle
        Portsmouth, Virginia 23701

Bankruptcy Case No.: 05-70108

Type of Business: The Debtor is engaged in multifamily mortgagor
                  operations.

Chapter 11 Petition Date: January 10, 2005

Court: Eastern District of Virginia (Norfolk)

Debtor's Counsel: Joseph T. Liberatore, Esq.
                  Marcus, Santoro & Kozak, P.C.
                  1435 Crossways Boulevard, Suite 300
                  Chesapeake, Virginia 23320
                  Tel: (757) 222-2224
                  Fax: (757) 333-3390

Estimated Assets: $50,000 to $100,000

Estimated Debts:  $1 Million to $10 Million

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


CONCORDE 1998 LTD: Case Summary & 24 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Concorde 1998 Ltd.
             1349 East Broad Street
             Columbus, Ohio 43205

Bankruptcy Case No.: 05-50291

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                          Case No.
      ------                                          --------
      Rockrimmon Elderly Housing LP                   05-50336
      Rockrimmon Family Housing Limited Partnership   05-50338

Type of Business: The Debtors operate the McGregor Woods
                  Apartments.

Chapter 11 Petition Date: January 10, 2005

Court: Southern District of Ohio (Columbus)

Debtor's Counsel: Robert G. Kennedy, Esq.
                  Robert E. Giffin, Esq.
                  4924 B Reed Road
                  Columbus, Ohio 43220
                  Tel: (614) 326-1222
                  Fax: (614) 326-1080

                                    Total Assets   Total Debts
                                    ------------   -----------
Concorde 1998 Ltd.                            $0    $1,797,734

Rockrimmon Elderly Housing LP         $1,220,000      $873,537

Rockrimmon Family Housing
Limited Partnership                     $825,000      $844,583


A.  Concorde 1998 Ltd.'s 8 Largest Unsecured Creditors:

    Entity                                Claim Amount
    ------                                ------------
Fifth / Third Bank                            $490,216
21 East State Street
Columbus, Ohio 43215

Way Architects, PC                            $107,364
318 North Tejon Street
Colorado Springs, Colorado 80903

Law & Mariotti Consultants, Inc.               $37,591
619 North Cascade Avenue, Suite 206
Colorado Springs, Colorado 80903

Retherford, Mullen, Johnson, & Bruce, LLC      $26,041
121 South Tejon Street, Suite 601
Colorado Springs, Colorado 80903

Descon Engineers, Inc.                         $25,370
d/b/a RMG PC Engineers
318 North Tejon Street
Colorado Springs, Colorado 80903

Mark Denny                                     $23,680
1085 Kenilworth Pl
Columbus, Ohio 43209

CTL/ Thompson Engineering Inc.                 $18,297
5240 Mark Dabling Boulevard
Colorado Springs, Colorado 80918

Sherman & Howard LLC                           $11,927
90 South Cascade Avenue, Suite 1500
Colorado Springs, Colorado 80903


B.  Rockrimmon Elderly Housing LP's 8 Largest Unsecured
    Creditors:

    Entity                                Claim Amount
    ------                                ------------
Affiniti Management LLC                       $397,147
1349 East Broad Street
Columbus, Ohio 43205

Joseph J. Recchie                              $17,852
3758 Lancaster Road
Granville, Ohio 43023

Retherford, Mullen,Johnson & Bruce, LLC        $13,021
121 Tejon Street
Colordo Springs, Colorado 80903

Concord Capital Corporation                    $12,702
1349 East Broad Street
Columbus, Ohio 43205

Mark Denny                                     $11,840
1085 Kenilworth Pl
Columbus, Ohio 43209

Community Building Systems                      $7,221
1349 East Broad Street
Columbus, Ohio 43205

Sherman and Howard, LLC                         $5,964
90 South Cascade Avenue, Suite 1500
Colorado Springs, Colorado 80903

Drexel Homes                                    $2,500
1349 East Broad Street
Columbus, Ohio 43205


C.  Rockrimmon Family Housing Limited Partnership's 8 Largest
    Unsecured Creditors:

    Entity                                Claim Amount
    ------                                ------------
Affiniti Management, LLC                      $421,324
1349 East Broad Street
Columbus, Ohio 43205

Sandra J. Damron                               $53,788
Treasurer, El Paso County
27 East Verminto Avenue
Colorado Springs, Colorado 80903

Retherford, Mullen, Johnson & Bruce, LLC       $13,021
121 South Tejon Street
Colorado Springs, Colorado 80903

Concorde Capital Corporation                   $12,702
1349 East Broad Street
Columbus, Ohio 43205

Mark Denney                                    $11,840
1085 Kenworth Place
Columbus, Ohio 43209

Sherman & Howard, LLC                           $5,964
90 South Cascade Avenue, Suite 1500
Coloraodo Springs, Colorado 80903

Drexel Homes                                    $2,500
1349 East Broad Street
Columbus, Ohio 43205

Community Building Systems                      $1,771
1349 East Broad Street
Columbus, Ohio 43205


CSFB MORTGAGE: Moody's Junks Five Security Classes
--------------------------------------------------
Moody's Investors Service has upgraded 29 classes of mezzanine and
subordinated tranches from 7 fixed rate mortgage securitizations
issued by Credit Suisse First Boston Mortgage Securities Corp. in
2002.  In addition, Moody's has confirmed the ratings on
12 classes of mezzanine and subordinated tranches from 4 mortgage
securitizations issued by Credit Suisse First Boston Mortgage
Securities Corp. in 2002.  Moody's has also downgraded 13 classes
of mezzanine and subordinated tranches from 6 fixed rate mortgage
securitizations issued by Credit Suisse First Boston Mortgage
Securities Corp. in 2002.  According to Michael Labuskes,
Associate Analyst, "The actions are based on the fact that the
bonds' current credit enhancement levels, including excess spread
where applicable, are either high or low compared to the current
projected loss numbers for the current rating level."

According to Mr. Labuskes, "In general, the securitizations being
upgraded have benefited from rapid prepayments resulting in the
deleveraging of the transactions.  In addition, many of these
mortgage pools underlying most of these securitizations have
performed better than our original expectations."

The securitizations being downgraded suffer primarily from the
performance of the underlying loans with cumulative losses
exceeding our original expectations.  Existing credit enhancement
levels may be low given the current projected losses on the
underlying pools.

The complete rating actions are:

Issuer: Credit Suisse First Boston Mortgage Securities Corp.

Upgrade:

   * Series 2002-9; Group 2; Class II-M-1, upgraded to Aa1 from
     Aa2

   * Series 2002-19; Group 1; Class C-B-1, upgraded to Aaa from
     Aa3

   * Series 2002-19; Group 1; Class C-B-2, upgraded to Aaa from A3

   * Series 2002-19; Group 1; Class C-B-3, upgraded to A2 from
     Baa3

   * Series 2002-19; Group 1; Class C-B-4, upgraded to Baa3 from
     Ba3

   * Series 2002-5; Group 1; Class C-B-1, upgraded to Aaa from Aa3

   * Series 2002-5; Group 1; Class C-B-2, upgraded to Aaa from A3

   * Series 2002-5; Group 1; Class C-B-3, upgraded to A2 from Baa2

   * Series 2002-5; Group 1; Class C-B-4, upgraded to Baa3 from
     Ba3

   * Series 2002-7; Class M-1, upgraded to Aaa from Aa2

   * Series 2002-7; Class M-2, upgraded to Aaa from A2

   * Series 2002-7; Class B, upgraded to A2 from Baa2

   * Series 2002-24; Group 1; Class I-B-1, upgraded to Aaa from
     Aa1

   * Series 2002-24; Group 2; Class C-B-1, upgraded to Aaa from
     Aa2

   * Series 2002-24; Group 2; Class C-B-2, upgraded to Aa2 from A2

   * Series 2002-24; Group 2; Class C-B-3, upgraded to A2 from
     Baa2

   * Series 2002-26; Group 1; Class I-B-2, upgraded to Aaa from
     Aa2

   * Series 2002-26; Group 1; Class I-B-4, upgraded to Baa2 from
     Baa3

   * Series 2002-26; Group 2; Class II-B-1, upgraded to Aaa from
     Aa1

   * Series 2002-26; Group 4; Class IV-B-1, upgraded to Aaa from
     Aa3

   * Series 2002-26; Group 4; Class IV-B-2, upgraded to Aaa from
     A2

   * Series 2002-26; Group 4; Class IV-B-3, upgraded to A2 from
     Baa3

   * Series 2002-26; Group 4; Class IV-B-4, upgraded to Baa2 from
     Ba3

   * Series 2002-34; Group 1; Class D-B-1, upgraded to Aaa from
     Aa3

   * Series 2002-34; Group 1; Class D-B-2, upgraded to Aa3 from A3

   * Series 2002-34; Group 1; Class D-B-3, upgraded to Baa1 from
     Baa3

   * Series 2002-34; Group 3; Class C-B-1, upgraded to Aaa from
     Aa3

   * Series 2002-34; Group 3; Class C-B-2, upgraded to Aa2 from A3

   * Series 2002-34; Group 3; Class C-B-3, upgraded to Baa1 from
     Baa3

Confirm:

   * Series 2002-10; Group 1; Class I-B, confirmed at Baa2

   * Series 2002-10; Group 2; Class II-B-3, confirmed at Baa3

   * Series 2002-5; Group 4; Class IV-B-5 confirmed at Ba3

   * Series 2002-26; Group 1; Class I-B-3, confirmed at A2

   * Series 2002-26; Group 2; Class II-B-2, confirmed at Aa3

   * Series 2002-26; Group 2; Class II-B-3, confirmed at A3

   * Series 2002-29; Group 1; Class I-B-1, confirmed at Aa2

   * Series 2002-29; Group 1; Class I-B-2, confirmed at A3

   * Series 2002-29; Group 1; Class I-B-3, confirmed at Baa2

   * Series 2002-29; Group 1; Class I-B-4, confirmed at Ba2

   * Series 2002-29; Group 2; Class II-B-4, confirmed at Ba3

   * Series 2002-30; Group 1; Class D-B-1, confirmed at Aa3

Downgrade:

   * Series 2002-9; Group 1; Class I-B-3, downgraded to Baa3 from
     Baa2

   * Series 2002-9; Group 1; Class I-B-4, downgraded to B1 from
     Ba2

   * Series 2002-9; Group 1; Class I-B-5, downgraded to Caa2 from
     B3

   * Series 2002-10; Group 2; Class II-B-4, downgraded to B2 from
     Ba3

   * Series 2002-10; Group 2; Class II-B-5, downgraded to Ca from
     B3

   * Series 2002-18; Group 1; Class I-M-1, downgraded to A1 from
     Aa2

   * Series 2002-18; Group 1; Class I-M-2, downgraded to Caa2 from
     Baa2

   * Series 2002-19; Group 2; Class II-M-1, downgraded to A2 from
     Aa2

   * Series 2002-19; Group 2; Class II-M-2, downgraded to Caa1
     from A2

   * Series 2002-26; Group 3; Class III-M-3, downgraded to Baa2
     from A2

   * Series 2002-26; Group 3; Class III-B, downgraded to Ba1 from
     A3

   * Series 2002-22; Group 1; Class I-M-2, downgraded to Baa2 from
     A1

   * Series 2002-22; Group 1; Class I-M-3, downgraded to Caa1 from
     A3


DATATEC SYSTEMS: U.S. Trustee Picks 7-Member Creditors Committee
----------------------------------------------------------------
The United States Trustee for Region 3 appointed seven creditors
to serve on the Official Committee of Unsecured Creditors of
Datatec Systems, Inc., and its debtor-affiliate's chapter 11 case:

   1. Sunrise Square, LLC
      Attn: Rex Baker
      200 Market Place, Suite 110
      Roswell, Georgia 30075
      Phone: 770-645-9411, Fax: 770-645-9164

   2. American Express
      Attn: William T. Burnett
      20022 North 31st Ave.
      Phoenix, Arizona 85027
      Tel: 623-492-2790, Fax: 602-744-8867;

   3. Worldnet Corporation
      Attn: James Connelly McBride
      1355 Remington, Ste. E
      Schaumburg, Illinois 60173
      Phone: 847-274-0123, Fax: 847-839-9124;

   4. Ace Electric Inc.
      Attn: David B. Maurer
      813 N. 4th St.
      Allentown, Pennsylvania 18102
      Phone: 610-782-0275 x 11, Fax: 610-782-0278

   5. Nextgen Fiber Optics
      Attn: Paul J. Napolitano
      4 Tesseneer Drive
      Highland Heights, Kentucky 41076
      Phone: 859-572-8739, Fax: 859-572-9564;

   6. Anixter, Inc.
      Attn: Rod Shoemaker
      2301 Patriot Blvd.
      Glenview, Illinois 60026
      Phone: 224-521-8205, Fax: 224-521-8542;

   7. Grabar Electric Company Inc.
      Attn: Red Morgan
      P.O. Box 6774
      1510 Tomlynson St.
      Richmond, Virginia 23230
      Phone: 804-354-1322, Fax: 804-354-1308.

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

Headquartered in Alpharetta, Georgia, Datatec Systems, Inc., --
http://www.datatec.com/-- specializes in the rapid, large-scale
market absorption of networking technologies. The Company and its
debtor-affiliate filed for chapter 11 protection on Dec. 14, 2004
(Bankr. D. Del. Case No. 04-13536).  John Henry Knight, Esq., at
Richards, Layton & Finger, P.A. and Bruce Buechler, Esq., at
Lowenstein Sandler PC represent the Debtors' restructuring.  When
the Company filed for protection from its creditors, it listed
total assets of $26,400,000 and total debts of $47,700,000.


DATATEC SYSTEMS: Can Continue Hiring Ordinary Course Professionals
------------------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware gave Datatec Systems, Inc., and its
debtor-affiliate permission to continue retaining, employing and
paying professionals they turn to in the ordinary course of their
business without bringing formal employment applications to the
Court.

In the day-to-day management of their business affairs, the
Debtors regularly call on certain professionals to provide them
with services essential to their operations, including labor and
employment, general corporate, and collections services.  The
uninterrupted services of the Ordinary Course Professionals who
are already familiar with the Debtors' operations are vital in
their ordinary business affairs.

The Debtors explain that it would be costly, impractical and
inefficient for them to require each Ordinary Course Professional
who receives relatively small fees to submit individual employment
and compensation applications to the Court.

The Debtors assure the Court that:

   a) no Ordinary Course Professional will be paid in excess of
      $25,000 per month or $100,000 per year in the aggregate;

   b) in the event that an Ordinary Course Professional's
      compensation exceeds $25,000 per month or $100,00 per year
      in the aggregate, that Professional will be required to
      apply for a formal fee application to the Court; and

   c) every 120 days after the Court's order, the Debtors will
      file with the Court, the U.S. Trustee and the Creditors
      Committee a report indicating all the fees and expenses of
      of the Ordinary Course Professionals.

Although some of the Ordinary Course Professionals may hold minor
amount of unsecured claims, the Debtors do not believe that any of
them have an interest adverse to the Debtors, their creditors and
other parties in interest.

Headquartered in Alpharetta, Georgia, Datatec Systems, Inc., --
http://www.datatec.com/-- specializes in the rapid, large-scale
market absorption of networking technologies. The Company and its
debtor-affiliate filed for chapter 11 protection on Dec. 14, 2004
(Bankr. D. Del. Case No. 04-13536).  John Henry Knight, Esq., at
Richards, Layton & Finger, P.A. and Bruce Buechler, Esq., at
Lowenstein Sandler PC represent the Debtors' restructuring.  When
the Company filed for protection from its creditors, it listed
total assets of $26,400,000 and total debts of $47,700,000.


DEL LAB: Moody's Rates Planned $260M Senior Secured Debts at B1
---------------------------------------------------------------
Moody's Investors Service has assigned a first-time B1 senior
implied rating to Del Laboratories, Inc., and rated the company's
proposed $260 million senior secured credit facilities and
$150 million senior subordinated notes at B1 and B3, respectively.
In addition, Moody's has assigned Del a speculative grade
liquidity rating of SGL-3.  This is the first time Moody's has
rated Del.  Transaction proceeds will fund the acquisition of Del
by affiliates of Kelso & Company in a transaction that values Del
at approximately $475 million, excluding fees and expenses.

The long-term ratings recognize the high debt levels and limited
free cash flow generation resulting from the highly debt-financed
acquisition, which are particularly concerning given the
prospective nature of cost savings that are anticipated to
validate a full purchase price.  The ratings are supported by the
stable and leading market positions of Del's core Sally Hansen and
Orajel product lines and by the company's consistent track record
of growth and innovation under its experienced management team.
The rating outlook is stable.

These ratings were assigned:

   * Senior implied rating, B1;

   * $50 million senior secured revolving credit facility due
     2011, B1;

   * $210 million senior secured term loan B facility due 2011,
     B1;

   * $150 million senior subordinated notes due 2012, B3;

   * Senior unsecured issuer rating, B2;

   * Speculative grade liquidity rating, SGL-3.

Proceeds from the debt transactions, along with $143 million in
equity contribution (largely cash from Kelso), will fund the
acquisition of Del and the refinancing of its debt.  The total
consideration (excluding transaction fees) represents around 9.5x
Del's reported LTM EBITDA at September 2004, but identified cost
savings are anticipated to moderate the purchase multiple to
around 7.0x.  On this adjusted basis, LTM debt-to-EBITDA is
expected to be approximately 5.3x at close of transaction.

Del's long-term ratings are restrained and weakly positioned in
their respective categories due to the company's high leverage and
low free cash flow expectations, which heighten its reliance on
realizing prospective cost savings and profit levels, and on
maintaining existing market positions and brand values.  Adjusting
debt levels for approximately $15 million in underfunded pension
plans moderately increases Del's leverage profile.  Although
identified cost savings are largely achievable (particularly those
related to operating efficiency gains and the salary/expenses of
former officers), Moody's recognizes that certain key risks
inherent in its businesses could challenge the full realization of
anticipated profit improvement.  In particular, Moody's notes that
the U.S. mass cosmetics market continues to struggle under weak
category growth and fast-changing consumer preferences, which
necessitates new product introductions that in the aggregate can
involve significant development, promotion, and display/capex
spending, but may not be well received by consumers.  Additional
risks include:

   (1) the presence of larger and well-resourced companies in
       Del's highly-competitive categories (L'Oreal, Procter &
       Gamble, Revlon, Wyeth);

   (2) the increasing bargaining power of Del's large retail
       customers, including the growing threat of private labels
       in OTC categories; and

   (3) ever-present regulatory and product liability concerns.

Nonetheless, the ratings and stable outlook are supported by Del's
stable, long-lived, and leading-to-dominant market positions in
its product categories, with a strong track record of successful
product innovations and brand development.  These factors
underscore the value of its brands and somewhat offset the
above-cited industry risks.  Importantly, Moody's notes that Sally
Hansen's focus on functional beauty products (e.g., nail
treatment, nail enamel, implements, bleaches, and depilatories)
and its value-price orientation mitigates its exposure to industry
fashion risks.  Sally Hansen maintains a 25% share in nail care,
but holds positions of 30-50% in specific product lines.
Similarly, the high-profit Orajel line has a 28% share in oral
analgesics, but has 57% and 70% shares in toothache and teething
lines, respectively.  These shares have been consistent over the
past five years in categories with modest, but stable growth.
Both within its core brands and through internal brand
development, Del has organically grown sales by an 11% annual rate
over the past four years.  A key example of its brand development
capabilities has been the emergence of its NYC Color line in the
value/teen cosmetics arena, which was launched in 1999 and now
generates annual revenues of around $40 million.  The company's
continuous brand and product development efforts (e.g., the
well-received Airbrush Legs line and several Orajel branded
launches), extensions into non-nail color cosmetics, and ongoing
international expansion provide further growth opportunities.

Given these strengths, Moody's expects Del to sustain or improve
upon its somewhat weak pro forma September 2004 credit metrics:

   * debt-to-EBITDA 5.3x,
   * EBITDA less capex interest coverage 1.9x, and
   * free cash flow to funded debt around 6%.

Importantly, the stable outlook anticipates that most cost savings
can be achieved, but that savings may be needed to cover margin or
competitive pressures and that certain cost control initiatives
may constrain sales growth potential.  Given these concerns, Del's
modest size and brand diversity, and its limited debt reduction
capacity, Moody's does not anticipate positive rating pressures
over the coming twelve months, but could consider favorable
actions if the company achieves greater-than-anticipated profit
growth and reduces debt more rapidly than expected.  A rating
upgrade would require the demonstration of substantial and
sustained debt reduction (3.5x EBITDA), profit improvement, and
free cash flow gains (to 10-12% of funded debt) over the
longer-term.

Conversely, negative rating actions, including a ratings
downgrade, could be prompted by an erosion in credit metrics over
the next year due to the inability to achieve pro forma profit and
cash flow expectations.  Moreover, negative rating actions would
likely result if Del deviates from its long-term strategic
objectives of organic growth and debt-reduction.  In particular,
Moody's would likely consider negative rating actions if credit
metrics decline such that leverage increases beyond 5.5x, interest
coverage declines below 1.5x, or free cash flow drops materially
below 5% of funded debt.

The SGL-3 rating recognizes the adequate liquidity provided by
Del's proposed $50 million revolving credit facility.  Moody's
believes that the size of the facility is sufficient to meet
anticipated borrowing needs, even if the company should struggle
to achieve pro forma profit levels.  The company's modest
seasonality and debt amortization ($2.1 million per annum) support
this view. Further, Moody's anticipates customary covenant levels
(set around 15-20% relative to FY2004 projections), thereby
providing an adequate cushion for smooth borrowing access should
the company experience moderate operating challenges.  However,
the SGL rating is materially constrained by modest free cash flow
generation expectations and minimal cash balances, the latter of
which will not grow appreciably due to an anticipated 75% excess
cash flow sweep.  The SGL rating is further constrained by Del's
limited alternative liquidity sources, as the vast majority of the
company's assets will be pledged to the senior secured credit
facilities.

The senior secured credit facilities are rated at the B1 senior
implied level due to their significant position in the pro forma
debt structure and the fact that tangible asset support may not be
sufficient to fully cover borrowings in a distressed scenario.
However, Moody's notes that the company's powerful brands could
provide intangible asset support.  The facilities will be
guaranteed by an intermediate parent holding company and by
domestic subsidiaries, and will be will be secured by all tangible
and intangible assets of the company and guarantors.  In addition,
the facilities will be secured by 100% of the capital stock of the
company and its domestic subsidiaries, by 65% of the capital stock
of foreign subsidiaries, and by all inter-company debt.  Financial
covenants will include minimum interest coverage, maximum capital
expenditures, and maximum leverage.  Mandatory prepayments will be
initially set at 75% of excess cash flow, subject to reduction to
50% or none if certain leverage levels are met.  The B3 rating on
the senior subordinated notes reflects their contractual and
effective subordination to a material amount of senior secured
debt.  As such, a high EBITDA multiple would be required to
fully-return principal under a distressed scenario.

Del Laboratories, Inc., with headquarters in Uniondale, New York,
is a leading manufacturer and marketer of cosmetics and
over-the-counter pharmaceuticals, primarily under the Sally Hansen
and Orajel brands.  Pro forma net sales for the twelve-month
period ended September 2004 were approximately $397 million.


DEL MONTE: Launching $300 Million Senior Debt Offering
------------------------------------------------------
Del Monte Foods Company and its wholly-owned subsidiary, Del Monte
Corporation, has commenced a cash tender offer and consent
solicitation for any and all of its $300 million aggregate
principal amount of 9-1/4% Senior Subordinated Notes due 2011.
The Tender Offer and the Consent Solicitation are described in the
Offer to Purchase and Consent Solicitation Statement dated
Jan. 10, 2005.

The consideration for each $1,000 principal amount of Notes
tendered and accepted for payment pursuant to the Tender Offer
shall be:

     (1) a price, calculated in accordance with standard market
         practice, intended to result in a yield to the earliest
         redemption date for the Notes (May 15, 2006) equal to the
         sum of:

           (i) the yield to maturity of the applicable reference
               security (2.00% U.S. Treasury Note due May 15,
               2006), as calculated by the dealer managers in
               accordance with standard market practice based on
               the bid-side price for such reference security as
               of 2:00 p.m., New York City time, on the second
               business day preceding the expiration time, and

          (ii) a fixed spread of 75 basis points, minus

     (2) an amount equal to the consent payment of $40.00 per
         $1,000 principal amount of Notes.

Holders will also be paid accrued interest to, but not including,
the settlement date.  As of 2:00 p.m., New York City time, on
Jan. 7, 2005, the reference treasury yield was 3.005% and, based
on such yield, the consideration for each $1,000 principal amount
of Notes as calculated above would be $1,071.51, assuming a
settlement date of Feb 8, 2005.  In addition, Del Monte will pay a
consent payment of $40.00 for each $1,000 principal amount of
Notes tendered and consents delivered prior to 5:00 p.m., New York
City time, on Monday, Jan. 24, 2005, unless extended.  Holders
that tender Notes after the Consent Time will not be eligible to
receive the consent payment.

The Tender Offer will expire at 12:00 midnight, New York City
time, on Monday, Feb. 7, 2005 unless extended.  Payment for Notes
validly tendered and accepted for payment and not validly
withdrawn will be made in same day funds one business day
following expiration of the Tender Offer, or as soon thereafter as
practicable.  No consent payments will be made in respect of Notes
tendered after the Consent Time.  Tendered Notes may not be
withdrawn and consents may not be revoked after the Consent Time,
except in limited circumstances.  Any extension, delay,
termination or amendment of the Offer will be followed as promptly
as practicable by a public announcement thereof.

Del Monte has engaged Morgan Stanley and Banc of America
Securities as Joint Dealer Managers and Solicitation Agents for
the Tender Offer and Consent Solicitation.

Del Monte Foods Company, with revenues of $3.2 billion, has
headquarters in San Francisco, California.  The company's senior
implied rating is Ba3 with a stable outlook.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 22, 2004,
Moody's Investors Service downgraded Del Monte Foods Company's
speculative grade liquidity rating to SGL-2 from SGL-1 due to the
scheduled tightening of financial covenants in Jul 2005.  The
SGL-2 rating indicates good liquidity.  Moody's also affirmed Del
Monte's Ba3 senior implied rating and stable outlook.

Moody's expects Del Monte to generate significant free cash flow
over the next twelve months, which the company could direct to
term debt repayment, share repurchases, and acquisitions.  Due to
seasonality, the company relies on its revolver on an interim
basis during the year, with utilization typically at a low in
May/June and peaking in Sept/Oct, during the harvest and packing
season, after which utilization quickly decreases.  Del Monte's
$300 million revolving credit commitment provides an adequate
cushion of unused revolver availability to meet peak working
capital needs.  The SGL rating could be raised again if additional
debt paydown and earnings improvement enhance covenant cushions
under the tighter required levels beginning in July 2005.  Given
the seasonal nature of its cash flow, the company's maintenance of
a solid liquidity position is an important factor for its
long-term ratings and outlook (Ba3 senior implied with a stable
outlook).

Del Monte generates relatively stable and predictable operating
cash flow.  The company benefits from product diversity across
several food categories with relatively stable consumption trends,
well-known brands, and leading shares in most of its product
categories.  Operating cash flow after capital spending (about
$188 million in the LTM ending 10/31/05) is expected to remain
strong despite cost pressures.  Required debt amortization is
limited over the next twelve months ($6 million).  Working capital
will be a material source of cash in the next six months, but the
company's working capital is highly seasonal due to the annual
crop cycle, so the company will likely need to draw on its
revolver in the autumn to fund a seasonal working capital build.
At 1/25/04, $142 million was drawn under the revolver and about
$50 million of the commitment was utilized for letters of credit,
leaving over $100 million of availability at seasonally high time
of usage.  The $300 million revolver matures in 2008.  The
company's cushion under financial covenants has been comfortable,
but covenants tighten in F1Q06 (ending Jul 2005), which would
leave a narrower cushion unless debt is paid down and earnings
increase.  Del Monte's business diversity provides some scope to
sell assets without impairing remaining assets and enterprise
value, but the assets are largely encumbered.


ENRON: Wants Court Nod on Connecticut Resources Settlement Pact
---------------------------------------------------------------
Enron Power Marketing, Inc., and Connecticut Resources Recovery
Authority are parties to a series of contracts that were part of
a complex three-party transaction that also included Connecticut
Light & Power Company.

Under the Contracts, CRRA released Connecticut Light from its
existing obligation to CRRA.  The Release was later replaced with
a new transaction in which EPMI received about $220,000,000, and
in exchange agreed to make "steam payments" and "capacity
payments" to CRRA aggregating around $2,375,000 a month for 12
years.  In return, Connecticut Light agreed to purchase power
from CRRA at a lower price than in previously agreed in the
Release.  The Payments to CRRA commenced in April 2001 and ceased
shortly before EPMI's filing for bankruptcy on December 2, 2001.

As credit support for the Contracts, Enron Corp. issued a
guarantee in CRRA's favor.

According to Melanie Gray, Esq., at Weil, Gotshal & Manges, LLP,
in New York, all of CRRA's rights, titles and interests in and to
the Contracts were pledged to U.S. Bank National Association, as
Trustee and successor to State Street Bank and Trust Company,
under the Resolution Authorizing the Issuance of Mid-Connecticut
System Bonds adopted in March 13, 1985, as amended.

On September 30, 2002, the Trustee appointed Reliance Trust
Company to serve as co-trustee under the Resolution, during which
Claim Nos. 14318 and 14338 were filed in the Debtors' bankruptcy
proceedings.  Reliance resigned as co-trustee on July 22, 2004,
after assigning the Reliance Claims to U.S. Bank.

                      CRRA Adversary Proceeding

On July 22, 2002, CRRA commenced an adversary proceeding against
the Debtors.  The Court, however, dismissed the case.  CRRA,
consequently, appealed to the United States District Court for
the Southern District of New York, which also affirmed the
Bankruptcy Court's ruling with prejudice.  CRRA is currently
appealing the District Court's decision to the U.S. Court of
Appeals for the Second Circuit.

EPMI and Connecticut Light entered into an Energy Purchase
Agreement, dated December 22, 2000, which was one of the
Contracts.  EPMI filed a notice of rejection of the EPA that
became effective December 12, 2002.

Ms. Gray tells the Court that the Debtors, the Trustee and CRRA
have held numerous discussions to resolve issues surrounding the
Contracts together with any and all negotiations, payments,
including the Guarantee Agreement, the Resolution, and together
with the entire complex three-party transaction including
Connecticut Light, including the Adversary Proceeding and the
Claims.

                      The Settlement Agreement

CRRA and Connecticut Light reached a settlement of disputes
between them relating to the Contracts and related negotiations.
Furthermore, the Debtors and Connecticut Light have held various
discussions to resolve the issues surrounding the Contracts,
including the EPA and the Claims.

The Settlement Parties wish to amicably resolve the Claims to the
extent set forth in a Settlement Agreement to avoid the
uncertainty and costs associated with further litigation.  On
November 17, 2004, the Debtors, CRRA and the Trustee executed the
Settlement Agreement.

As consideration for the release and settlement of all Claims,
the Settlement Parties agree that:

    (1) CRRA will dismiss with prejudice the Appeal and the
        Adversary Proceeding;

    (2) CRRA will withdraw with prejudice Claim Nos. 11187 and
        11191 filed against ENA;

    (3) CRRA will not object to the expungement, with prejudice,
        of any and all Scheduled Liabilities related to CRRA;

    (4) CRRA will forbear from instituting or causing to be
        instituted any causes of action in any forum or
        jurisdiction against the Debtors based on the Contracts
        and the Guarantee Agreement;

    (5) the Settlement Parties acknowledge and accept the July 22,
        2004, assignment of Claim No. 14318 against Enron Corp.
        and Claim No. 14338 against EPMI from Reliance Trust to
        the Trustee, evidence of which was filed in the Debtors'
        bankruptcy proceeding on July 28, 2004;

    (6) the Trustee will withdraw with prejudice Claim No. 14318
        against Enron Corp. and Claim No. 14338 against EPMI and
        forbear from instituting or causing to be instituted any
        causes of action in any forum or jurisdiction against the
        Debtors based on the Contracts and the Guarantee
        Agreement;

    (7) Claim No. 11188 filed by CRRA will be allowed as an
        unsecured claim against Garden State, to be treated as an
        unsecured claim in Class 24 pursuant to the Plan;

    (8) Claim No. 11189 filed by CRRA will be allowed as an
        unsecured claim against Enron Corp., based on the
        Guarantee Agreement, to be treated as a guarantee claim in
        Class 185 pursuant to the Plan; and

    (9) Claim No. 11190 filed by CRRA will be allowed as an
        unsecured claim against EPMI, to be treated as an
        unsecured claim in Class 6 pursuant to the Plan.

Ms. Gray assures the Court that the Settlement Agreement is a
product of arm's-length bargaining by and among the Parties.

"If the Debtors cannot enter into the Settlement . . . and settle
and limit the issues regarding the Transaction consensually,
additional future litigation is possible," Ms. Gray says.  "The
Debtors recognize that there is uncertainty and risk inherent in
any litigation."

"Even assuming the Debtors were to prevail in litigation, such
litigation would be costly, time consuming, and distracting to
management and employees alike," Ms. Gray adds.

Accordingly, the Debtors ask the Court to approve the Settlement
Agreement.

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

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


FAIRPOINT COMMS: S&P Puts Low-B Ratings on CreditWatch Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on FairPoint
Communications Inc. ('B+') -- a rural local exchange company -- on
CreditWatch with positive implications.  The CreditWatch placement
is due to the company's potential deleveraging efforts resulting
from a proposed initial public offerings, as indicated in a recent
Form S-1 filing with the SEC.   S&P's resolution of the
CreditWatch listings will depend on the ultimate size of the IPO
and the capital structure.  In reviewing the company, S&P will
assess the impact of the cash dividend associated with the common
stock on free cash flow and the ability to meet debt maturities
and longer-term competitive pressures.

"The RLEC industry has experienced limited competition to date
because of the demographics of its service area, relatively stable
cash flows, and healthy EBITDA margins in the 50% area," said
Standard & Poor's credit analyst Rosemarie Kalinowski.  "Annual
access line losses, generally in the 2%-3% range, have resulted
from the replacement of second lines with digital subscriber line
-- DSL -- and a slow economic recovery.  However, the replacement
of second lines by DSL results in higher incremental revenue.
Since the majority of the RLECs' network upgrades have been
completed, capital expenditures are not anticipated to be
significant in the near term."


FASTNET CORP: Files Joint Liquidation Plan in Pennsylvania
----------------------------------------------------------
Fastnet Corporation (n/k/a FN Estate Inc.) filed a proposed Joint
Plan of Liquidation, together with the Disclosure Statement
describing the Plan, with the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania.  A full-text copy of the Plan is
available at no charge at:


http://www.sec.gov/Archives/edgar/data/1092536/000101968704002954/fnestate_8
kex99-1.txt

The Plan provides for the liquidation of the Debtor's assets to
pay secured and unsecured creditors.  As previously reported, the
Debtors have sold substantially all of their assets as a result of
several Sec. 363 sale transactions between December 15, 2003 and
May 4, 2004.

Under the terms of the proposed Plan:

   -- administrative claims, U.S. Trustee fees, priority tax
      claims, and priority non-tax claims will be paid in full;

   -- general unsecured creditors will receive their pro rata
      share of all remaining cash after payment in full of all
      allowed claims; and

   -- Daslic creditors and equity holders will neither receive nor
      retain any property or interest in the Debtors' assets.

An initial Administrative Agent will be installed as of the Plan's
effective date to:

   -- conduct an orderly liquidation of the Debtor's remaining
      assets pursuant to the terms of the Plan;

   -- control and authorize over the management and disposition of
      the Debtor's assets;

   -- authorize the retention and compensation of professionals;
      and

   -- consult with the Oversight Board regarding material issues
      affecting the Debtors' assets.

The Debtors and the Creditors' Committee believe that the Plan
will enable all creditors entitled to distributions to realize the
greatest possible recovery on their respective Claims with the
least possible delay.

A Bankruptcy Court hearing to determine the adequacy of the
Disclosure Statement and the Equity Holder Disclosure Statement is
currently scheduled for Jan. 27, 2005.

On June 10, 2003, Fastnet Corporation (n/k/a FN Estate, Inc.) and
on June 13, 2003, each of its subsidiaries (excluding the
Company's wholly-owned subsidiary "DASLIC", a Delaware Holding
Company) filed voluntary chapter 11 petitions (Bankr. E.D. Pa.
Jointly Administered Case No. 03-23143).


FEDERAL-MOGUL: Cooper Wants Voting Procedures Order Enforced
------------------------------------------------------------
Stephen M. Miller, Esq., at Morris, James, Hitchens & Williams,
LLP, in Wilmington, Delaware, relates that in 1994, Wagner
Electric Corporation, a subsidiary of Cooper Industries, Inc.,
purchased certain assets and assumed certain liabilities of Pneumo
Abex Corporation's friction products division.  Cooper guaranteed
Wagner's performance under the purchase agreement.  After the
sale, Wagner merged with Moog Automotive Products, Inc., another
Cooper subsidiary, with Moog as the surviving entity.

In 1998, Federal-Mogul Corporation and its debtor-affiliates
purchased Moog from Cooper and named it Federal-Mogul Products,
Inc.  As part of the sale, the Debtors assumed certain pending
litigation, including asbestos personal injury cases that had been
filed against Wagner as well as asbestos personal injury cases
against Pneumo Abex for which Wagner had agreed to indemnify
Pneumo Abex.

Cooper contends that the Debtors assumed all liabilities relating
to Cooper's guaranty under the Pneumo Abex transaction.  The
Debtors also purportedly agreed to indemnify Cooper for claims
arising out of the assumed liabilities.

                           Cooper's Claims

On March 1, 2003, Cooper filed proofs of claim against the
Debtors, arising out of the transactions.  The most substantial
claim category was titled "Asbestos Claims."

The proofs of claim have been updated and amended twice.  On the
Second Amended Proofs of Claim, Cooper's liquidated Class H
Unsecured Claims total $2,418,655.  Furthermore, since
Oct. 1, 2001, through September 30, 2004, Cooper incurred
$103,073,400 in actual out-of-pocket defense, indemnity and other
costs with respect to asbestos claims for which FM Products and
Federal-Mogul Corporation and certain of its affiliates are
responsible.

In addition, as of September 30, 2004, Cooper entered into
settlements requiring it to pay $27,523,416 with respect to future
claims, and it has been billed $2,050,991 in defense costs.
Cooper stated that the amounts are liquidated.  As of September
30, 2004, Cooper has liquidated 47,774 direct Asbestos Personal
Injury Claims on behalf of F-M Products, Federal-Mogul Corporation
and its affiliates.  This is also the number of votes in Class J
that Cooper should be deemed to have as of September 30, 2004.

                         Voting on the Plan

Cooper notes that no party objected to its multi-million dollar
liquidated and non-contingent unsecured and asbestos-related
claims.  But the Debtors belatedly sent Cooper ballots that
improperly attempt to assign it a voting amount of $1.00, which
the Voting Procedures strictly reserves for claims that are
"wholly unliquidated, contingent and/or disputed."

As allowed by the ballot instructions and the Voting Procedures,
Cooper amended its ballots by hand to reflect the proper amount of
its vote as of the Voting Deadline, voted to reject the Plan and
timely mailed the ballots to the Voting Agent.

Cooper amended its Class H Unsecured Claims ballots with respect
to Federal-Mogul Corporation and FM Products to specify it was
casting one ballot in each case with $2,418,655 in voting amount.
Cooper also amended its Class J Indirect Asbestos Personal Injury
Claims ballots with respect to Federal-Mogul Corporation and FM
Products to specify that it was casting 47,774 ballots with
$132,656,808 in total voting amount.

Because the Plans for F-M UK Holding Limited and FM International,
LLC, do not have a Class J, Cooper voted its entire $135,075,462
liquidated claim amount against those entities as Unsecured Claims
in Class H as the Voting Procedures specifically allow.

Cooper asks the Court to:

    (a) enforce the Voting Procedures Order; or

    (b) otherwise temporarily allow Cooper's claims for voting
        purposes under Rule 3018(a) of the Federal Rules of
        Bankruptcy Procedure, by entering an order stating that:

        (1) Cooper's ballots to reject the Plans for each of
            Federal-Mogul Corporation and FM Products will be
            tabulated as:

            -- 1 Class H vote to reject with a total dollar
               amount of $2,418,655; and

            -- 47,774 Class J votes to reject with a total dollar
               amount of $132,656,808; and

        (2) Cooper's ballots to reject the Plans for each of F-M
            UK Holding Limited and FM International will be
            tabulated as 1 Class H vote to reject with a total
            dollar amount of $135,075,462.

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: To Make Partial Prepayment on Notes on January 18
---------------------------------------------------------------
The FINOVA Group Inc. will make a partial principal prepayment on
January 18, 2005, to holders of record as of 5:00 p.m., New York
City time, on January 10, 2005, on its 7.5% Senior Secured Notes
Due 2009 with Contingent Interest Due 2016.  According to Richard
Lieberman, the Company's Senior Vice President, General Counsel &
Secretary, the partial principal prepayment is $178,076,940,
together with accrued interest on the portion of the principal
being repaid up to but excluding the Prepayment Date.

On December 1, 2004, FINOVA advised The Bank of New York, the
Trustee of the Notes, that it would make the partial prepayment.
Including the January 2005 prepayment, FINOVA will have prepaid
33.0% of the $2,967,949,000 principal amount outstanding as of
December 31, 2003.

That prepayment plus the other prepayments of principal that
FINOVA has made on the Notes are:

                                                     Cumulative %
                                       Principal     of Principal
Prepayment Date     Record Date        Amount        Prepaid
---------------     -----------        ---------     ------------
May 15, 2004*       May 10, 2004       $237,500,000    About 8%
August 16, 2004     August 9, 2004     $326,410,310         19%
October 15, 2004    October 7, 2004    $118,717,960         23%
November 15, 2004   November 5, 2004   $118,717,960         27%
January 18, 2005    January 10, 2005   $178,076,940         33%

* Paid on May 17, 2004

The Trustee has agreed to issue this Notice of Partial Prepayment
to holders of Notes:


                   NOTICE OF PARTIAL PREPAYMENT

                       The FINOVA Group Inc.

             7.5% Senior Secured Notes Maturing 2009

                With Contingent Interest Due 2016

                       CUSIP No. 317928AA7*


     To: The Holders of the FINOVA Group Inc.'s 7.5% Senior Notes
         due (the Notes)


     NOTICE IS HEREBY GIVEN, pursuant to Sections 3.03 and 3.07
     of the Indenture dated as of August 22, 2001 (the
     "Indenture") between The FINOVA Group Inc., as Issuer, and
     The Bank of New York, as Trustee, that  $178,076,940
     aggregate principal amount (the "Partial Prepayment") of the
     Issuer's 7.5% Senior Secured Notes Maturing 2009, with
     Contingent Interest Due 2016 (the "Notes") will be prepaid
     January 18, 2005 (the "Prepayment Date"), together with
     accrued interest on the portion of principal being repaid up
     to but excluding the Prepayment Date.  Prepayments will be
     made to holders of record as of 5:00 p.m., New York City
     time, on January 10, 2005 (the "Record Date"), which is the
     fifth business day preceding the Prepayment Date.  Payments
     will be made pro-rata on the Notes.

     Payment of the Partial Prepayment on the Notes will be
     payable without physical presentation and surrender of the
     Notes to the Trustee, as Paying Agent.  The Trustee
     can be reached at the following address:

     If by Mail:                    If by Delivery [sic.]:
     -----------                    ----------------------
     The Bank of New York           The Bank of New York
     P.O. Box 396                   111 Sanders Creek Parkway
     East Syracuse, New York 13057  East Syracuse, New York 13057
     Attn: Corporate Trust          Attn: Corporate Trust
           Operations                     Operations

     Provided that the Issuer makes the Partial Prepayment, the
     portion of the Notes prepaid will no longer be outstanding
     after the Prepayment Date other than the right of holders
     thereof to receive their pro rata share of the Partial
     Prepayment, and all rights with respect to the Notes to the
     extent of the Partial Prepayment will cease to accrue on the
     Prepayment Date.  Interest on the Notes to the extent of the
     Partial Prepayment will cease to accrue on and after the
     Prepayment Date.

     IMPORTANT NOTICE

     Federal tax law requires that the Trustee withhold 30% of
     your payment unless (a) you qualify for an exemption or (b)
     you provide the Trustee with your Social Security Number or
     Federal Employer Identification Number and certain other
     required certifications.  You may provide the required
     information and certifications by submitting a Form W-9,
     which may be obtained at a bank or other financial
     institution.

     By: The Bank of New York
         as Trustee

     December __, 2004

     * The Trustee is not responsible for the selection or use of
       the CUSIP number, nor is any representation made as to its
       correctness.  The CUSIP number is included solely for
       convenience of the Holders.

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.


FOSTER WHEELER: Joint Venture with SNC-Lavalin Wins Bid for Goro
----------------------------------------------------------------
Foster Wheeler Ltd. (OTCBB: FWHLF) and its subsidiary, Foster
Wheeler (Qld) Pty Ltd., in a joint venture with SNC-Lavalin
Australia Pty Ltd., has been awarded a new contract by Goro Nickel
SA to provide services related to the engineering, procurement and
construction management of Goro Nickel's US$1.878 billion Goro
nickel-cobalt project in New Caledonia.

The 50-50 joint venture is known as the CEG Joint Venture.
Personnel from CEG will provide services as part of Goro Nickel's
integrated team, led by Inco Australia Management Pty Ltd. -- IAM.
The project will be included in Foster Wheeler's fourth-quarter
bookings for 2004.

The estimated AU$200 million (approximately US$150 million)
contract with CEG follows CEG's involvement in a comprehensive
study to re-examine the Project, which identified value
improvement measures and provided detailed engineering to optimize
project capital costs.

Robin Marshall, Project Director for Goro Nickel Project, said:
"We are pleased that we have reached and finalized this agreement
and look forward to continuing our relationship with CEG to
deliver a successful project."

"This is a significant win for Foster Wheeler," commented Steve
Davies, Chairman and Chief Executive Officer, Foster Wheeler
Energy Limited.  "It reflects the quality of our engineering,
procurement, and construction management services, plus our proven
ability to manage logistically challenging, complex, world-scale
projects."  Mike Beaumont, Director - Operations, who has been
Foster Wheeler's Executive Sponsor from the beginning of this
project, added: "We are proud to have made an active contribution
to the successful conclusion of the Phase 2 review and the
decision to proceed and participate in the engineering,
procurement and construction phase of this major investment."

The Goro mine will be designed for an estimated annual capacity of
60,000 tonnes of nickel and over 4,000 tonnes of cobalt.  Based on
the final results of the project review, construction should begin
in early 2005 and be carried out over a period of approximately
35 months.  Initial production is estimated to begin in September
2007.

"Inco has concluded that Goro can be a viable project at a
reasonable capital cost, and we're delighted to have won this
contract so we can help Goro Nickel make it a reality," said
Pierre Duhaime, Executive Vice-President, SNC-Lavalin Group, Inc.
"SNC-Lavalin has considerable experience in the execution of
large-scale mining and metallurgy projects and we're looking
forward to applying it to Goro, which will be one of the largest
projects of its kind in the world."

                        About the Company

Foster Wheeler Ltd. is a global company offering, through its
subsidiaries, a broad range of design, engineering, construction,
manufacturing, project development and management, research and
plant operation services.  Foster Wheeler serves the refining, oil
and gas, petrochemical, chemicals, power, pharmaceuticals,
biotechnology and healthcare industries.  The corporation is based
in Hamilton, Bermuda, and its operational headquarters are in
Clinton, New Jersey, USA.

At Sept. 24, 2004, Foster Wheeler's balance sheet showed a
$441,238,000 stockholders' deficit, compared to an $872,440,000
deficit at Dec. 26, 2003.


GLOBAL CROSSING: AGX Trustee Moves for First Interim Distribution
-----------------------------------------------------------------
In light of the significant cash amount presently available for
distribution to the creditors of Asia Global Crossing Ltd. and
Asia Global Crossing Development Co., Robert L. Geltzer -- as AGX
Chapter 7 Trustee -- believes that an interim distribution is
appropriate.

The AGX Trustee reports that as of November 2004, AGX's liquid
assets are comprised of cash totaling $90,000,000.  AGX also
possesses unliquidated assets in the form of anticipated
recoveries on actions to avoid prepetition transfers.  Although
the collective amounts sought in the Recovery Actions exceed
$33,000,000, the amount to be realized is not yet determined.

The liabilities of AGX's estate are comprised of:

                                              Aggregate Face
                                             Amount of Claims
                                             ----------------
    Secured Claims                             $5,349,469,831

    Chapter 7 Professional Fees and
    Expenses incurred through 08/31/04
    and Statutory Commission                        3,319,137

    Estimated Chapter 7 Professional
    Fees and Expenses and Statutory
    Commission incurred through Case
    Closing                                         7,210,000

    Other Estimated Chapter 7
    Administrative Claims incurred
    through Case Closing                              600,000

    Administrative Claims incurred after
    Petition Date and prior to the
    Conversion Date                                73,720,949

    Priority Unsecured Claims                          27,900

    General Unsecured Claims                    4,750,507,995

    Equity Claims                                       9,955
                                             ----------------
    Total liabilities of AGX                  $10,184,865,768

AGX Development has no liquid assets and the AGX Trustee does not
propose making any distribution to its creditors.  AGX
Development possesses unliquidated assets in the form of certain
of the Recovery Actions.  Although the collective amounts sought
total roughly $1,100,000, the amount to be realized is not yet
known.

The liabilities of AGX Development's estate are comprised of:

                                              Aggregate Face
                                             Amount of Claims
                                             ----------------
    Secured Claims                                          -

    Chapter 7 Professional Fees and
    Expenses incurred through 08/31/04                      -

    Estimated Chapter 7 Professional Fees
    and Expenses incurred through Case Closing              -

    Other Estimated Chapter 7
    Administrative Claims incurred
    through Case Closing                                    -

    Administrative Claims incurred after
    Petition Date and prior to the
    Conversion Date                                  $939,674

    Priority Unsecured Claims                          18,304

    General Unsecured Claims                        3,751,556
                                             ----------------
    Total liabilities of AGX Development           $4,709,534

In accordance with the requirements of Sections 105(a) and 726 of
the Bankruptcy Code, and at the AGX Trustee's request, the Court
authorizes the interim distribution to creditors of AGX's estate:

    (a) 100% to holders of allowed administrative claims, totaling
        $3,267,629;

    (b) 3.6% to the Bank of New York on behalf of the record date
        holders of AGX's 13.375% Senior Notes due 2010,
        aggregating $15,857,903; and

    (c) 5.3% to other holders of allowed general unsecured claims,
        totaling $820.

After giving effect to the first interim distribution and
establishing reserves for disputed claims and projected
administrative expenses, the AGX estate will still maintain a
surplus of more than $5,000,000.  The AGX Trustee believes that
$5,000,000 is ample to cover any unforeseen contingencies, like
late-filed claims, which may arise in connection with the AGX
Chapter 7 case.

A full-text copy of AGX's First Interim Distribution is available
for free at:

        http://bankrupt.com/misc/agx_interimdistribution.pdf

                     Establishment of Reserves

Jonathan L. Flaxer, Esq., at Golenbock Eiseman Assor Bell &
Peskoe, LLP, in New York, tells the Court that for holders of
disputed claims not to be prejudiced by the interim distribution,
the AGX Trustee has computed reserves for the AGX estate
including:

    (i) certain disputed claims against the AGX estate;

   (ii) projected fees and expenses of administering the AGX
        estate, including those of retained professionals through
        the anticipated closing of the case;

  (iii) allowed and disputed claims against AGX Development; and

   (iv) unknown and unquantifiable claims against the AGX estate.

Similarly, the AGX Trustee has computed reserves for the AGX
Development estate.  Given the fact that the AGX Development
estate presently has no liquid assets at its disposal, the AGX
Trustee proposes to establish reserves for allowed and disputed
claims against AGX Development with cash available in the AGX
estate.

With limited exception, the AGX Trustee adhered to 10 guidelines
in determining appropriate reserves for both the AGX and AGX
Development estates.

    Type of Claim                                     Reserve
    -------------                                     -------
    Duplicate, Amended/Superseded or Multiple           $0.0
    Unliquidated                                        $0.0
    Disputed Secured                                   100.0%
    Disputed Administrative                            100.0%
    Disputed Priority                                  100.0%
    Disputed Unsecured                                   5.3%
    Disputed Claims Based on Equity Interests           $0.0
    Accrued but Unpaid Administrative Expenses         100.0%
    Projected Administrative Claims                    100.0%
    Unknown and Unquantifiable Claims           $5,047,395.0

A full-text copy of AGX's Reserve Analysis is available for free
at:

          http://bankrupt.com/misc/agx_reserveanalysis.pdf

Mr. Flaxer cites exceptions to the guidelines that apply in four
instances:

    (1) Claims of Pacific Crossing Ltd.

        PCL filed four general unsecured proofs of claim against
        AGX asserting "not less than $677,000,000."  In addition,
        PCL filed two administrative proofs of claims against AGX
        for $10,000,000 and $12,200,000.  In accordance with a
        letter agreement dated November 15, 2004, the AGX Trustee
        and PCL have agreed that to establish the reserve:

        * the claim amount of the PCL General Unsecured Claims
          will be $350,000,000 in the aggregate; and

        * PCL Administrative Claims' amount will aggregate
          $12,200,000.

        In all other regards, the AGX Trustee will treat the PCL
        General Unsecured Claim and the PCL Administrative Claim
        similarly with other disputed AGX creditors.

    (2) Claims of Asia Netcom Corporation

        Asia Netcom filed an unsecured proof of claim against the
        AGX estate of "not less than $677,000,000."  This proof of
        claim alleges liability on AGX's part based on a
        contribution or indemnification theory, namely, that in
        the event that Asia Netcom is sued by PCL for the
        liability alleged in the PCL Unsecured Claim, Asia Netcom
        reserves the right to assert a claim against AGX.  As set
        forth in the AGX Trustee's first omnibus objection, the
        AGX Trustee has objected to this proof of claim on the
        basis that all claims by and against Asia Netcom and PCL
        were settled.  Moreover, in accordance with the PCL
        Agreement, reserves have already been established on
        behalf of PCL for the gravamen of this claim.

        Accordingly, the AGX Trustee will reserve no amount on
        account of the Asia Netcom claim.

    (3) Claims of KDDI Submarine Cable Systems, Inc., and NEC
        Corporation

        KDDI and NEC filed proofs of claim against the AGX estate
        for $70,550,000 and $242,636,332, each alleging a security
        interest in certain AGX assets.  However, the liabilities
        alleged in the KDDI and NEXC Proofs of Claim were
        specifically assumed by Asia Netcom as part of the Asia
        Netcom Sale.  Hence, the AGX Trustee will reserve no
        amount on account of those claims.

    (4) Claims of Global Crossing Ltd. and its affiliates

        GX filed 16 proofs of claim against the AGX estate in
        which the right of set-off, and therefore a security
        interest in AGX assets, is alleged.  All of these claims
        were settled in accordance with an approved settlement
        agreement between the GX and AGX Debtors on March 5, 2003.
        Accordingly, the AGX Trustee will not establish a reserve
        on account of the GX Claims.

Accordingly, Judge Bernstein permits the AGX Trustee to establish
the reserves with assets of AGX's estate.

Solely with respect to Claim No. 6 filed by the Bank of New York
against AGX, the AGX Trustee is authorized to:

    (a) increase the assumed amount of the Bank's general
        unsecured claim from $420,712,303 to $421,517,249; and

    (b) make a supplementary distribution to BNY on account of
        that possible increase in an amount not to exceed $30,588,
        representing the sum of $421,517,249 less $420,712,303,
        multiplied by the distribution percentage of 3.8%.

Headquartered in Florham Park, New Jersey, Global Crossing Ltd. --
http://www.globalcrossing.com/-- provides telecommunications
solutions over the world's first integrated global IP-based
network, which reaches 27 countries and more than 200 major cities
around the globe.  Global Crossing serves many of the world's
largest corporations, providing a full range of managed data and
voice products and services.  The Company filed for chapter 11
protection on January 28, 2002 (Bankr. S.D.N.Y. Case No.
02-40188).  When the Debtors filed for protection from their
creditors, they listed $25,511,000,000 in total assets and
$15,467,000,000 in total debts.  Global Crossing emerged from
chapter 11 on December 9, 2003.


HD PARTNERS LLC: Case Summary & 16 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: HD Partners, LLC
        330 South River Drive
        Tempe, Arizona 85281

Bankruptcy Case No.: 05-00370

Chapter 11 Petition Date: January 11, 2005

Court: District of Arizona (Phoenix)

Judge: George B. Nielsen Jr.

Debtor's Counsel: John R. Clemency, Esq.
                  Greenberg Traurig LLP
                  2375 East Camelback Road, Suite 700
                  Phoenix, AZ 85016
                  Tel: 602-445-8575
                  Fax: 602-445-8100

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 16 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Telecast Fiber                Trade Debt                $872,329
102 Grove Street
Worcester, MA 01605


AZCAR USA, Inc.               Trade Debt                $513,653
121 Hillpointe Dr., Ste. 700
Canonsberg, PA 15317

EVS Broadcast                 Trade Debt                $441,694
9 Law Drive
Fairfield, NJ 07004

IKEGAMI                       Trade Debt                $406,295
2631 Manhattan Beach Blvd.
Redondo Beach, CA 90278

Joseph Electric               Trade Debt                $154,849

Pesa                          Trade Debt                $122,278

Pinnacle                      Trade Debt                $116,849

Gearhouse                     Trade Debt                 $76,360

Bexel                         Trade Debt                 $68,243

SSL                           Trade Debt                 $65,030

Evertz                        Trade Debt                 $64,032

Sony                          Trade Debt                 $58,523

Gerling & Associates          Trade Debt                 $20,858

Bennett Systems               Trade Debt                  $2,832

Graybar                       Trade Debt                    $482


HEALTH & NUTRITION: Court Confirms Amended Plan of Reorganization
-----------------------------------------------------------------
Health & Nutrition Systems International, Inc., (OTC Bulletin
Board: HNNSQ) reported that, on January 10, 2005, the Company's
Amended Plan of Reorganization was approved by the U.S. Bankruptcy
Court for the Southern District of Florida, in Fort Lauderdale,
Florida. HNS filed its Chapter 11 case on October 15, 2004.  The
Plan provides for the sale by HNS of substantially all of its
operating assets to TeeZee, Inc.  The order confirming the Amended
Plan of Reorganization is subject to appeal for a 10-day period
following entry of the order on the docket of the Bankruptcy Court
by parties in interest, that is, by those who hold a financial
interest in the HNS bankruptcy estate.

Headquartered in West Palm Beach, Florida, Health & Nutrition
Systems International, Inc. -- http://www.hnsglobal.com/--
develops and markets weight management products in over 25,000
health, food and drug store locations.  The Company's products can
be found in CVS, GNC, Rite Aid, Vitamin Shoppe, Vitamin World,
Walgreens, Eckerd and Wal-Mart.  The Company's HNS Direct division
distributes to independent health food stores, gyms and
pharmacies.  The Company filed for chapter 11 protection on
Oct. 15, 2004 (Bankr. S.D. Fla. Case No. 04-34761).  Arthur J.
Spector, Esq., at Berger Singerman, represents the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,182,382 in total assets and $2,196,129
in total Debts as of June 30, 2004.


HOLLINGER: $39 Million Dividend Need Not be Lodged as Collateral
----------------------------------------------------------------
Hollinger, Inc., (TSX:HLG.C)(TSX:HLG.PR.B) corrected a statement
it made on December 17, 2004.  Following the announcement by
Hollinger International, Inc., on December 16, 2004, of the
declaration by its Board of Directors of a special dividend in the
amount of US$2.50 per share on its Class A Common Stock and its
Class B Common Stock, Hollinger had stated that substantially all
of its share of the special dividend was required to be lodged as
collateral in support of the US$93 million principal amount of
Hollinger's outstanding Senior Secured Notes.

This statement was based upon preliminary legal advice.  Upon
further analysis, and following the receipt of further particulars
in respect of the Hollinger International special dividend and the
views of the trustee and collateral agent for the Notes, Hollinger
has determined that none of the special dividend is required to be
lodged as collateral security for the Notes at this time.  The
Notes already are adequately collateralized under the existing
loan documentation.

The Hollinger International special dividend is payable on
Jan. 18, 2005.  As previously announced, Hollinger will receive an
aggregate of US$39,432,307.50 in respect of the special dividend.
Hollinger has not yet made any determination as to the use of the
proceeds of the special dividend, which determination will be made
by its Board of Directors.

In announcing the declaration of the special dividend, aggregating
US$227 million, Hollinger International stated that it would be
distributing a total of US$500 million to its shareholders,
including the special dividend.  According to management of
Hollinger International, the earnings from which the special
dividend will be paid derive from the proceeds of the sale of The
Telegraph Group.  The proposal is to distribute the balance of
these proceeds in the form of a tender offer for shares of Common
Stock of Hollinger International after it publishes its delinquent
financial statements and other reports, or as a further special
dividend.  Although the second distribution is expected to be
effected in the first quarter of 2005, Hollinger International has
given no assurances that it would distribute further cash to
shareholders in either form.

Hollinger's principal asset is its interest in Hollinger
International, Inc., which is a newspaper publisher the assets of
which include the Chicago Sun-Times, a large number of community
newspapers in the Chicago area, a portfolio of news media
investments and a variety of other assets.

                         *     *     *

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

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

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

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


HOLLINGER CANADIAN: Distributes $0.005 Cash Dividend per Unit
-------------------------------------------------------------
Hollinger Canadian Newspapers, Limited Partnership provided an
update in accordance with Ontario Securities Commission Policy
57-603 Defaults by Reporting Issuers in Complying with Financial
Statement Filing Requirements.  Certain management and other
insiders of the Partnership are currently subject to a cease trade
order in respect of securities of the Partnership issued by the
OSC on June 1, 2004.  The cease trade order results from the delay
in filing the Partnership's annual financial statements (and
related MD&A) for the year ended December 31, 2003, its interim
financial statements (and related MD&A) for the three months ended
March 31, 2004, and its Annual Information Form by the required
filing dates.  In addition, the Partnership has not yet filed its
interim financial statements (and related MD&A) for the six months
ended June 30, 2004 or for the nine months ended Sept. 30, 2004.
The cease trade order will remain in place until two business days
following receipt by the OSC of all filings that the Partnership
is required to make pursuant to Ontario securities laws.

The Partnership believes that it needs additional time to review
the report of the Special Committee of the board of directors of
Hollinger International, Inc., established to investigate
allegations raised by certain shareholders of Hollinger
International and to assess, together with the auditors of the
Partnership, its impact, if any, on its results of operations of
the Partnership before the Partnership can complete and file the
financial statements (and related MD&As) and the AIF in question.
The report of the Special Committee was filed with the U.S.
District Court for the Northern District of Illinois on
Aug. 30, 2004.  The Partnership will continue to provide bi-weekly
updates, as contemplated by the OSC Policy, until the financial
statements (and related MD&As) and AIF have been filed.

On December 30, 2004, the Partnership paid a special cash
distribution of $0.005 per Unit to holders of Units of record as
of the close of business on December 23, 2004.

Hollinger Canadian Newspapers, Limited Partnership owns and
operates of 13 daily and non-daily community newspapers, 55 trade
magazines and directories, 7 newsletters, the Northern Miner
weekly industry newspaper, and four business publications in
electronic formats (TSX: HCN.UN)

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 23, 2004, the
Toronto Stock Exchange formally suspended Hollinger Canadian's
Units from trading on the TSX as of 5:00 p.m. Toronto time on
August 6, 2004.  The Units were suspended from trading on the TSX
due to the failure of Hollinger Canadian Newspapers G.P., Inc.,
the general partner of the Partnership to have at least two
independent directors on its board of directors, as required by
the TSX continued listing requirements.  The Limited Partnership
Agreement governing the Partnership requires the General Partner
to have at least three independent directors.  The General Partner
currently has one independent director.


HOMEBASE ACQUISITION: S&P Puts Low-B Ratings on CreditWatch Pos.
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Homebase
Acquisition LLC (Consolidated Communications; 'B+') -- a rural
local exchange company -- on CreditWatch with positive
implications.  The CreditWatch placement is due to the company's
potential deleveraging efforts resulting from a proposed initial
public offerings, as indicated in a recent Form S-1 filing with
the SEC.   S&P's resolution of the CreditWatch listings will
depend on the ultimate size of the IPO and the capital structure.
In reviewing the company, S&P will assess the impact of the cash
dividend associated with the common stock on free cash flow and
the ability to meet debt maturities and longer-term competitive
pressures.

"The RLEC industry has experienced limited competition to date
because of the demographics of its service area, relatively stable
cash flows, and healthy EBITDA margins in the 50% area," said
Standard & Poor's credit analyst Rosemarie Kalinowski.  "Annual
access line losses, generally in the 2%-3% range, have resulted
from the replacement of second lines with digital subscriber line
-- DSL -- and a slow economic recovery.  However, the replacement
of second lines by DSL results in higher incremental revenue.
Since the majority of the RLECs' network upgrades have been
completed, capital expenditures are not anticipated to be
significant in the near term."


INDYMAC HOME: Fitch Places BB+ Rating on $7.50M Private Offering
----------------------------------------------------------------
IndyMac Home Equity Mortgage Loan Asset-Backed Trust, Series SPMD
2004-C, is rated by Fitch Ratings:

     -- $596.25 million class A-I-1, A-I-2, A-I-3, A-II-1, A-II-2
        and A-II-3 'AAA',

     -- $36 million class M-1 'AA+';

     -- $21.38 million class M-2 'AA';

     -- $12.75 million class M-3 'AA-';

     -- $12.75 million class M-4 'A+';

     -- $10.50 million class M-5 'A';

     -- $9.75 million class M-6 'A-';

     -- $7.50 million class M-7 'BBB+';

     -- $7.50 million class M-8 'BBB';

     -- $7.50 million class M-9 'BBB-';

     -- $7.50 million privately offered class M-10 'BB+'.

Credit enhancement for the 'AAA' rated class A certificates
reflects the 17.75% subordination provided by:

     * classes M-1, M-2, M-3, M-4, M-5, M-6, M-7, M-8, M-9, M-10,
     * monthly excess interest and
     * initial overcollateralization -- OC -- of 2.75%.

Credit enhancement for the 'AA+' rated class M-1 certificates
reflects the 12.95% subordination provided by:

     * classes M-2, M-3, M-4, M-5, M-6, M-7, M-8, M-9, M-10,
     * monthly excess interest and
     * initial OC.

Credit enhancement for the 'AA' rated class M-2 certificates
reflects the 10.10% subordination provided by:

     * classes M-3, M-4, M-5, M-6, M-7, M-8, M-9, M-10,
     * monthly excess interest and
     * initial OC.

Credit enhancement for the 'AA-' rated class M-3 certificates
reflects the 8.40% subordination provided by:

     * classes M-4, M-5, M-6, M-7, M-8, M-9, M-10,
     * monthly excess interest and
     * initial OC.

Credit enhancement for the 'A+' rated class M-4 certificates
reflects the 6.70% subordination provided by:

     * classes M-5, M-6, M-7, M-8, M-9, M-10,
     * monthly excess interest and
     * initial OC.

Credit enhancement for the 'A' rated class M-5 certificates
reflects the 5.30% subordination provided by

     * classes M-6, M-7, M-8, M-9, M-10,
     * monthly excess interest and
     * initial OC.

Credit enhancement for the 'A-' rated class M-6 certificates
reflects the 4% subordination provided by:

     * class M-7, M-8, M-9, M-10,
     * monthly excess interest and
     * initial OC.

Credit enhancement for the 'BBB+' rated class M-7 certificates
reflects the 3% subordination provided by:

     * class M-8, M-9, M-10,
     * monthly excess interest and
     * initial OC.

Credit enhancement for the 'BBB' rated class M-8 certificates
reflects the 2% subordination provided by:

     * classes M-9, M-10,
     * monthly excess interest and
     * initial OC.

Credit enhancement for the 'BBB-' rated class M-9 certificates
reflects the 1% subordination provided by:

     * class M-10,
     * monthly excess interest and
     * initial OC.

Credit enhancement for the 'BB+' rated class M-10 certificates
reflects monthly excess interest and initial OC.

In addition, the ratings reflect the integrity of the
transaction's legal structure as well as the capabilities of
IndyMac Bank, F.S.B. as master servicer.  Deutsche Bank National
Trust Company will act as trustee.

On the closing date, the depositor will place approximately
$73,627,685 which will be held by the trustee in a pre-funding
account relating to mortgage loans in Group I and approximately
$76,372,315 relating to the mortgage loans in Group II.  The
amount on deposit in each account will be used to purchase
subsequent mortgage loans during the period from the closing date
up to and including Jan. 12, 2005.

The certificates are supported by two groups of mortgage loans.
The Group 1 mortgage pool consists of first-lien fixed-rate and
adjustable-rate mortgage loans with a statistical date pool
balance of $247,006,834.61.  Approximately 18.26% of the Group 1
mortgage loans are fixed-rate and approximately 81.74% of the
Group 1 mortgage loans are adjustable-rate mortgage loans.  The
weighted average loan rate is approximately 7.545%.  The weighted
average remaining term to maturity -- WAM -- is 358 months.  The
average principal balance of the loans is approximately
$168,146.00.  The weighted average original loan-to-value -- OLTV
-- ratio is 78.38% and the weighted average FICO score is 609.

The properties are primarily located in:

     * California (22.84%),
     * Florida (10.30%) and
     * New Jersey (7.74%).

The Group 2 mortgage pool consists of first-lien fixed-rate and
adjustable-rate mortgage loans with a statistical date pool
balance of $256,214,545.23.  Approximately 23.37% of the Group 2
mortgage loans are fixed-rate and approximately 76.63% are
adjustable-rate mortgage loans.  The weighted average loan rate is
approximately 7.198%.  The WAM is 353 months.  The average
principal balance of the loans is approximately $218,055.  The
OLTV is 77.55% and the weighted average FICO is 618.

The properties are primarily located in:

     * California (30.85%),
     * Florida (6.70%) and
     * New Jersey (6.25%).

IndyMac ABS, Inc., the depositor, purchased the mortgage loans
from IndyMac Bank, F.S.B., the mortgage loan seller, and caused
the mortgage loans to be assigned to the trustee for the benefit
of holders of the certificates.  For federal income tax purposes,
an election will be made to treat the trust fund as multiple real
estate mortgage investment conduits.


INDUSTRIAL WHOLESALE: Judge Donovan Formally Closes Chap. 11 Case
-----------------------------------------------------------------
The Honorable Thomas B. Donovan of the U.S. Bankruptcy Court for
the Central District of California, Los Angeles Division, formally
closed the bankruptcy case filed by Industrial Wholesale Electric
Co. on December 28, 2004.  Judge Donovan dismissed the Debtor's
bankruptcy case on October 28, 2004, pursuant to Section 1112(b)
of the Bankruptcy Code.

Judge Donovan based his decision on the motion to convert the case
to a chapter 7-liquidation proceeding or dismiss the chapter 11
case filed by Bruce S. Schildkraut, the representative of the U.S.
Trustee for Region 15.  Mr. Schildkraut filed the motion on
September 21, 2004.

The Court's order also prohibits the Debtor from filing another
bankruptcy petition for a period of 180 days from the October 28,
2004, dismissal ruling.

The U.S. Trustee's court documents that cites the facts for its
motion to convert the Debtor's case to a chapter 7 proceeding or
dismiss the chapter 11 case is not downloadable from the Court's
website.

Headquartered in Los Angeles, California, Industrial Wholesale
Electric Co., filed for chapter 11 protection on August 10, 2004
(Bankr. C.D. Calif. 04-27379).  The Court formally closed the case
on December 28, 2004.  David A. Tilem, Esq., at Law Offices of
David A. Tilem represented the Debtor.  When the Debtor filed for
chapter 11 protection, it listed $2,797,100 in total assets
and $6,646,928 in total debts.


INTEGRATED ELECTRICAL: S&P Junks Subordinated Debt
--------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating and 'CCC' subordinated debt rating to Integrated
Electrical Services Inc. -- IES.  The outlook is developing.

At Sept. 30, 2004, the Houston, Texas-based provider of electrical
contracting services had approximately $230 million of total debt
outstanding, including about $173 million of subordinated debt.

"The rating reflects the company's weak liquidity, large near-term
debt amortization relative to free cash flow, well-below-average
business risk profile, and challenging financial covenants with
some compliance tests contingent on the timing and proceeds of
asset sales," said Standard & Poor's credit analyst Paul Kurias.

IES' business position has weakened as a result of declining
market share and eroding competitive strength caused by restricted
access to bonding and surety facilities.  The restrictions
followed a decline in IES' liquidity, which began mid-2004.  This
has limited the scope and size of projects the company can take
on.  IES' near-term strategy is focused on retrenching from
certain commercial and industrial -- C&I -- markets that require
higher surety bonding than its housing operations.  The company
has publicly noted segments equaling $289 million of sales that it
hopes to divest, as well as other businesses that it may divest in
the near term.

"We believe that it may be difficult to sell these assets at book
value given their mixed operating history and that additional
charges may be necessary," Mr. Kurias said.

A positive rating action could result from a near-term divestment
of assets at favorable prices, which more than satisfy senior
creditor's debt outstanding, as well as from signs that the
remaining operations are performing satisfactorily.  A negative
action could result if the company trips financial covenants for
reasons that include insufficient proceeds from asset sales or
lower-than-expected EBITDA.  A negative action could also result
from a larger-than-expected negative free cash flow, which would
further reduce liquidity.  Given the near-term actions we expect
the company to take, the outlook and ratings could change within
the next 12 months.


INTERSTATE BAKERIES: Walks Away from 50 Real Property Leases
------------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates sought
and obtained the authority of the U.S. Bankruptcy Court for the
Western District of Missouri to reject Real Property Leases for
50 locations to reduce postpetition administrative costs, maximize
distributions to creditors and return property to the Lessors
quickly.  The Real Property Leases covering each of the Leased
Premises no longer serve any benefit to the Debtors.

The Debtors rejected 25 Real Property Leases effective
November 24, 2004:

    Lessor                Address of Leased Premises   Lease Date
    ------                --------------------------   ----------
    Roberta and Philip    23rd & Commerce, Wellsburg   02/03/1970
    Brown                 West Virginia

    ADA Holdings, LLC     7243 N. Nebraska Ave, Tampa  06/01/1982
                          Florida

    Richard W. Young      4850 Clyde Park, Wyoming     09/10/1986
    and Eleanor Y.        Michigan
    Shireling c/o
    Behler-Young Corp.

    Smoky Row Plaza, LLC  1866-68 Hard Road            09/22/1986
                          Worthington, Ohio

    Walker-Franklin       1401 N. Missouri Street      03/24/1987
    Partnership           West Memphis, Arkansas

    Johnny C. Roberts     2609-2611 15th St.           11/09/1988
                          Hueytown, Alabama

    BAR 7202, Inc.        7202 Sheldon Rd., Tampa      05/01/1992
                          Florida

    Robert Carroll        5410-12 Johnson Drive        10/09/1992
    d/b/a Carroll         Mission, Kansas
    Building Company

    J.W. Wright, Jr.,     60 East Franklin Shopping    09/25/1994
    East Franklin         Center, Franklin, North
    Shopping Center       Carolina

    Wilson Family         2456 Anderson Road           12/21/1994
    Real Estate, LLC      Crescent Springs, Kentucky

    3 Rivers              772 U.S. Highway 26          07/08/1997
    Construction, Inc.    Alpine, Wyoming

    Doug Sears            2401 Highway 202, Suite A    11/07/1997
                          Anniston, Alabama

    Randy and Connie      448 W. Edmond Rd., Edmond    05/13/1998
    Black                 Oklahoma

    MIE Properties, Inc.  8347-8351 N. Steven Road     11/18/1998
                          Milwaukee Wisconsin

    Chaffey Plaza         10431 Lemon Avenue, Rancho   10/07/1999
                          Cucamonga, California

    Jerry Hickenbottom    3348 Main Joplin, Missouri   11/27/1999

    Forty Six Realty      410 Route 46, East Totowa    12/03/1999
    Associates, LP, (c/o  New Jersey
    Richard Mainardi)

    STV Properties, LLC   207 NE Front St., Milford    12/03/1999
                          Delaware

    Perris Plaza, LLC     12312 Chenal Pwky, Suite 2   02/14/2000
                          Little Rock, Arkansas

    A. B. Properties,     12871 Perkins Rd., Baton     04/12/2000
    Inc.                  Rouge, Louisiana

    Dr. William Heaton    1117 Florence Blvd.          06/05/2000
                          Florence, Alabama

    Persons Family, LP,   656 Shurling Drive, Macon    09/27/2002
    Triple M. Holdings,   Georgia
    LP, Sally Murphey
    Heard Trust,
    Harriett Murphey
    Durkee Trust

    Thomas L. Metzger     119 Pike Street, Marietta    04/24/2002
                          Ohio

    T. & M. Plex, LLC     2369 Airline, Dr. Bossier    11/15/2002
                          City, Louisiana

    Dan Kaaline           1212 N. Parsons Ave.          04/8/2003
                          Brandon, Florida

In addition, the Debtors rejected 25 other Real Property Leases
effective December 14, 2004:

    Lessor                Address of Leased Premises   Lease Date
    ------                --------------------------   ----------
    Mats Group, Inc. c/o  State Hwy 112 Medford, Long  11/01/1954
    Gary Rosen            Island, New York

    SanOak Management Co. 6195 Coliseum I, Oakland     10/25/1988
                          California

    SanOak Management Co. 6195 Coliseum H, Oakland     05/05/1989
                          California

    Realty Development-   833 E. Pittsburgh Blvd.      07/07/1989
    Eastland, Inc.        North Versailles
                          Pennsylvania

    P.F.W. Properties,    516 West Belmont, Calhoun    04/01/1990
    Inc.                  Georgia

    SSC Governor's Plaza  9114 Union Cemetery          08/01/1990
    WM, LLC               Cincinnati, Ohio

    Paul E. Iocono        41601 Albrae Fremont         04/01/1991
                          California

    Rodco Properties,     4854 General Meyer, New      09/10/1992
    Inc. (c/o Jack        Orleans, Louisiana
    Stumpf Associates,
    Inc.)

    The Hoffmann 1987     4321 Anthony Court - Unit C  07/26/1993
    Revocable Trust       Rocklin, California

    Gateway Associates    Route 33 East Stonecoal      09/27/1993
    c/o Charles Wilson    Addition, Weston, West
                          Virginia

    Currie & Walker, LLC  700 West McNeese, Lake       11/11/1994
    (c/o Jim Walker)      Charles, Louisiana

    G. Antonini Realty,   603 MacDade Blvd.            05/06/1996
    Inc. c/o Robert       Collingdale, Pennsylvania
    Antonini

    Bingham Transfer &    Highway 60, Safford          11/01/1996
    Storage               Arizona

    Steven G. Gregory     8247 W. State Street         06/16/1997
                          Garden City, Idaho

    Concord Towers, Inc.  2097 Philadelphia Pike       07/09/1998
                          Claymont, Delaware

    Pioneer Plaza of      100 Mary Lynn Dr., 19        09/30/1998
    Georgetown, LLC       Georgetown, Kentucky

    Aston Associates      10 W. Dutton Mill Rd.        05/27/1999
    c/o Andrew Cocco      Aston, Pennsylvania

    GRP-Bricktown, LLC    6520 West Fullerton          12/16/1999
                          Chicago, Illinois

    YMCA                  1101 North Rt. 48 Decatur    01/19/2000
                          Illinois

    M & R Sales, LLC      1287 W. 12600, South         08/13/2001
                          Riverton, Utah

    Fisal Taaziah         12405 & 12407 N. Main St.    12/05/2001
                          Jacksonville, Florida

    The Pantry, Inc.      724 Kingsley Avenue, Orange  02/11/2002
                          Park, Florida

    Weathers Properties,  3580 Washington Blvd.        05/16/2002
    L.C. c/o Val A.       Ogden, Utah
    Weathers

    Tremigo Boise, LLC    5634 State St., Boise        06/13/2003
                          Idaho

    Highway 1 Mini        6055 Highway 1, South        10/13/2003
    Storage               Jonesboro, Arkansas

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 September 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 August 12, 2004) in total debts.  (Interstate Bakeries
Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


KAISER ALUMINUM: PBGC Settlement Pact Draws Fire
------------------------------------------------
As previously reported, Kaiser Aluminum Corporation and its
debtor-affiliates ask Judge Fitzgerald to approve the Pension
Benefit Guaranty Corporation Settlement Agreement and dismiss as
moot the Law Debenture Objection.

The Law Debenture Objection is rendered moot by the parties'
agreement regarding the allowance of the PBGC general unsecured
claim and administrative claim.

                     PBGC Wants Proceeding on
             Law Debenture's Claims Objection Stayed

The Pension Benefit Guaranty Corporation asks Judge Fitzgerald to
stay proceedings with respect to the objection of Law Debenture
Trust Company of New York to 24 proofs of claim filed by the PBGC
until the United States Bankruptcy Court for the District of
Delaware rules on the PBGC's settlement agreement with the
Debtors.

James J. Keightley, PBGC's General Counsel, explains that the
Settlement addresses the arguments raised by Law Debentures in the
Objection.  If approved, the Settlement will render the Objection
moot.

Law Debenture serves as indenture trustee for the 12-3/4% Senior
Subordinated Notes issued by Kaiser Aluminum & Chemical
Corporation in 1993.  Law Debenture makes four fundamental
arguments with respect to the PBGC's claims:

    1. The PBGC's unfunded liability claims are overstated in
       amount and should be significantly reduced.  The PBGC's
       claims should be valued using a "prudent investor rate."
       Law Debenture, however, failed to state exactly what rate,
       or even what range of rates, it contends should be used;

    2. The PBGC's unfunded liability claims are general unsecured
       claims not entitled to administrative or tax priority;

    3. The PBGC's claims for minimum funding contributions, to
       the extent allowed, should be treated as general unsecured
       claims and are not entitled to administrative expense or
       tax priority status; and

    4. With respect to the PBGC's claims for statutory insurance
       premium, Law Debenture is not aware that the Debtors
       failed to pay any premiums before the Petition Date and
       that the PBGC should be required to demonstrate the basis
       for any claims related to postpetition premiums.

The PBGC asserts that Law Debenture is wrong in arguing that its
claims amount to more than its "actual costs."  The PBGC contends
that the amount of its claims for unfunded benefit liabilities is
based on applicable substantive non-bankruptcy law embodied in the
Employee Retirement Income Security Act and the Agency's
legislative regulation.  Moreover, every cent that is recovered on
the PBGC's Claims will go to reimburse the PBGC for its payment of
guaranteed benefits or pay the Pension Plan participants
additional benefits provided under the ERISA.  No "windfall" will
result from the allowance of the Claims in full because the
Pension Plan participants will receive their share of any recovery
the PBGC receives above the amount of guaranteed benefits.

The PBGC is prepared to support its Claims by expert testimony
from economists and actuaries.  The PBGC will prove that its
methodology is consistent with the principles of economics for
valuation of the liabilities giving rise to the Claims and
accurately replicates the market value of the costs of annuitizing
the Pension Plans' unfunded benefit liabilities.

The PBGC also insists that its Claims are entitled to priority
because they represent costs incurred in preserving the Debtors'
estates or taxes incurred by the estates.  Moreover, those Claims
for premiums that became due after the Petition Date are entitled
to administrative priority.

Mr. Keightley informs Judge Fitzgerald that the Debtors, supported
by the Official Committee of Unsecured Creditors, recognized that
litigation over the amount and priority of the PBGC Claims would
both be costly and would delay reorganization of the Debtors'
estates.  As a result, the Debtors and the PBGC agreed to settle
the issues between them.  The PBGC compromised its position
significantly, in part to avoid a difficult and complex litigation
of its Claims.

If Law Debenture's Objection goes forward to trial, Mr. Keightley
notes that a limited period of discovery will be needed by both
the PBGC and Law Debenture to prepare their cases for an
evidentiary hearing.  Mr. Keightley contends that it is unfair to
the PBGC and the Debtors' estates to incur the cost and delay of
litigating the claims that they resolved.

                    Debtors Want Law Debenture
                    Claim Objection Dismissed

The Debtors assert that Law Debenture's objection to the claims of
the PBGC should be dismissed if the PBGC Settlement is approved.
The Debtors emphasize that the Settlement resolves all of the
PBGC's Claims in a manner favorable to their estates and creditors
as well as the issues associated with the termination of the
pension plans and implementation of replacement pension plans
without the risk, cost and delay associated with the litigation of
the issues.  Continued litigation of issues resolved under the
Settlement would significantly delay, if not jeopardize, the
Debtors' emergence.

The Debtors also note that there is uncertainty regarding the
probability of success of litigation of the various issues
compromised by the PBGC Settlement, including the calculation of
the Agency's unfunded benefit liability claims.  Regardless of
whether some of Law Debenture's assertions on the claims for
unfunded benefit liabilities have merit, the Debtors submit that
the proposed resolution is in their best interest.

             Creditors Committee Supports Settlement

The Official Committee of Unsecured Creditors notes that there are
three main litigation issues that are being resolved as part of
the Settlement Agreement:

    1. The PBGC's appeal of the Court order:

       -- determining that the financial requirements set forth
          in ERISA Section 4041(c)(2)(B) for a distress
          termination of the Debtors' Pension Plans were
          satisfied;

       -- authorizing the Debtors to terminate the Pension Plans;
          and

       -- approving the Debtors' implementation of hourly and
          salaried replacement plans;

    2. The PBGC's concerns that the replacement pension plans are
       abusive; and

    3. The issues surrounding the amount and priority of the
       PBGC's claims.

The Creditors Committee believes that the high degree of
uncertainty inherent in litigating the three main issues favors
Court approval of the PBGC Settlement.  The Committee asserts that
the Settlement is in the paramount interest of creditors.

The Creditors Committee points out that the issues are highly fact
intensive and involve many uncertain areas of the law, and
therefore, the outcomes are difficult to predict.  The Committee
explains that the PBGC Settlement resolves the PBGC's Appeal by
providing that KACC will retain the five smaller pension plans and
the PBGC will assume the Kaiser Aluminum Pension Plan.  The end
result, the Committee says, is that the Debtors will be relieved
of over 90% of their pension liabilities.

Pursuant to the PBGC Settlement, the PBGC will consent to the
replacement pension plans and issue a "no-action" letter with
respect to the replacement pension plans.  This is critical
because it will enable the Debtors to implement the replacement
pension plans and clear the path for the PBGC's assumption of the
KAP Plan, both of which are necessary for the Debtors to file
plans of reorganization or liquidation and exit bankruptcy.

The Debtors and the United Steelworkers of America have agreed to
modify their collective bargaining agreements and adopt the
replacement pension plans.  Without the PBGC Settlement, the
Debtors, the USWA and the PBGC would be forced to litigate the
issues surrounding the replacement pension plans.  Due to the fact
that the KAP Plan was terminated, the vast majority of the
Debtors' workforce would not be accruing benefits under the
replacement pension plans during the lengthy litigation process.
Absent approval of the Settlement, the Debtors would be in
violation of the collective bargaining agreements.

The Creditors Committee further notes that the probability of the
Debtors' success in litigating over the PBGC Claims is
sufficiently uncertain to warrant approval of the Settlement.
The proper methodology for calculating unfunded benefit
liabilities of a distress-terminated plan is highly uncertain and
it is unclear whether the Court might utilize the ERISA
regulations or the prudent investor rate to determine the proper
discount rate.

                  Objections to PBGC Settlement

A. Law Debenture

Law Debenture Trust Company of New York asks the Court to deny the
Debtors' request for approval of the PBGC Settlement.

Francis A. Monaco, Jr., Esq., at Monzack and Monaco, P.A., in
Wilmington, Delaware, asserts that the request violates Law
Debenture's statutory rights as a creditor, in its capacity as
Indenture Trustee, to object to the PBGC's claims and prosecute
that objection to an adjudicated or compromised resolution.  The
Debtors' request is a thinly veiled attempt to force Law
Debenture, as representative of the Senior Subordinated
Noteholders, to accept a settlement of the PBGC's claims that is
highly prejudicial to its Noteholders' interests.  The Settlement
is of no force and effect in light of the pendency of Law
Debenture's Claims Objection.

Mr. Monaco reminds the Court that Section 502(a) of the
Bankruptcy Code gives Law Debenture the right to object to the
PBGC Claims.  The PBGC must prove its Claims by a preponderance of
evidence.

Mr. Monaco relates that Law Debenture will demonstrate at a
hearing on the Settlement that Debtors have no economic interest
in the amount of the PBGC Claims at the subsidiary estates from
which the Senior Subordinated Noteholders stand to recover.  The
size of the PBGC Claims at the Jamaican and Australian debtor
companies is nothing more than an inter-creditor dispute in which
the Debtors have interjected themselves at the bidding of the PBGC
and other creditor constituencies.  Thus, Mr. Monaco says, the
aspect of the Settlement that deal with the PBGC Claims at the
subsidiary estates is a matter that should properly be litigated
or resolved among the parties who are the actual stakeholders,
namely Law Debenture and the PBGC.  The Debtors should not be
permitted to interfere.

Law Debenture also seeks permission to take discovery with respect
to the proper interest rate to be applied and the other actuarial
issues raised.  Law Debenture wants to ascertain:

    -- how the PBGC arrived at the amounts set forth in its
       Claims;

    -- what the prudent investor rate is under the circumstances;
       and

    -- the actual Claim amounts in light of the discovered
       information.

B. Asbestos Committee and Asbestos Representative

The Official Committee of Asbestos Claimants and Martin J. Murphy,
the legal representative for future asbestos claimants, complain
that the PBGC Claim Settlement is not fair and reasonable.  The
ISA among the Debtors and the Official Committee of Unsecured
Creditors provides that Kaiser Aluminum & Chemical Corporation
will pay the PBGC's proposed $14,000,000 allowed administrative
claim, in full and in cash, under certain circumstances, prior to
other administrative creditors receiving payment on account of
their claims.  The ISA also provides that if the PBGC
Administrative Claim is paid prior to the consummation of KACC's
plan of reorganization, a super-priority administrative claim
against KACC is created in favor of Kaiser Alumina Australia
Corp., Alpart Jamaica, Inc., or Kaiser Jamaica Corp., as
applicable, equal to the amount the Debtor paid on account of the
PBGC Administrative Claim, plus a 12% interest per annum.  Sharon
M. Zieg, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, tells Judge Fitzgerald that the provision is
inequitable because an administrative claim is now being exchanged
for a claim with higher priority.

If the ISA and the PBGC Settlement are approved, the PBGC's
recovery on account of its unfunded benefit liabilities and
premiums claims from Alpart Jamaica, Kaiser Jamaica, Kaiser
Australia and Kaiser Finance Corp., will be 32% of the Net
Distributable Proceeds and, accordingly, the creditors of those
estates had no incentive to challenge the size of the PBGC's
claims.  As a result, regardless of the allowed amount of the
Unfunded Benefit Liabilities and Premiums Claim, the PBGC's
recovery at the Alpart Jamaica/Kaiser Jamaica estates and the
Kaiser Australia/Kaiser Finance estates is limited to 32% of the
Net Distributable Proceeds.  Ms. Zieg contends that the amount of
the Unfunded Benefit Liabilities and Premiums Claim is not
reasonable.

Ms. Zieg explains that determining the proper PBGC Claim amount is
of great importance to the Asbestos Committee and the Asbestos
Representative and other unsecured creditors of the KACC estate,
as well as the unsecured creditors of the other Debtors estate.
The allowed amount of the Unfunded Benefit Liabilities and
Premiums Claim will be a claim against all of the estate and will
directly, and potentially dramatically, affect the pro rata
distribution to unsecured creditors.

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)


LAIDLAW INT'L: Details 2003 Equity & Performance Incentive Plan
---------------------------------------------------------------
Laidlaw International, Inc.'s 2003 Equity and Performance
Incentive Plan was originally approved by the U.S. Bankruptcy
Court on February 27, 2003, as part of the emergence process and
has not previously been approved by Laidlaw stockholders.

Kevin E. Benson, President and Chief Executive Officer of Laidlaw
International, Inc., explains that in December 2004, subject to
stockholder approval, the original plan was amended and restated
into the form of the Amended and Restated 2003 Incentive Plan.

The Amended and Restated 2003 Incentive Plan is being submitted
to stockholders for approval so that grants under the plan may
qualify as performance-based compensation and be deductible by
Laidlaw under Section 162(m) of the Internal Revenue Code of
1986, and so that stock options granted there may qualify as
incentive stock options under Section 422 of the IRC.  The
Amended Incentive Plan provides for the grant of stock options,
stock appreciation rights, restricted shares, deferred shares,
performance shares, and performance units to employees, officers
and non-employee directors of Laidlaw and its subsidiaries.

The Amended Incentive Plan provides for and have reserved
5,000,000 shares of Laidlaw common stock for issuance under
Awards, which may either be original issue shares or treasury
shares.  This was the original number of shares authorized by the
original 2003 Incentive Plan.  Laidlaw is not increasing the
number of shares available under the plan at this time.

The Amended Incentive Plan provides for appropriate adjustments
in the number, kind of shares subject to the Plan, and to
outstanding awards under the Plan, in the event of a stock split,
stock dividend or certain other types of transactions.  If any
portion of an Award terminates or is otherwise forfeited under
the Amended Incentive Plan, the shares subject to the terminated
or forfeited portion of the Award will continue to be available
for issuance under the Plan.  If any restricted shares are
surrendered or if Laidlaw repurchase restricted shares, those
shares will also be available for re-issuance under the Plan.

Generally, Mr. Benson relates, Laidlaw's Compensation Committee
administers the Amended Incentive Plan.  The Compensation
Committee consists of at least two members of the Board who are
both "non-employee" directors for purposes of Section 16-b of the
Exchange Act and "outside directors" under Section 162(m) of the
IRC.  The Compensation Committee determines which individuals are
to receive Awards, the type of Awards to be received, the number
of shares subject to the Award, the price, or payment terms or
method, and the expiration date applicable to each Award.  The
Compensation Committee also may adopt, amend and rescind rules
relating to the administration of the Amended Incentive Plan.

Laidlaw employees, officers and non-employee directors are
eligible to participate in the Amended Incentive Plan as selected
by the Compensation Committee in its discretion.  Accordingly, 80
employees, nine officers and seven non-employee directors may be
eligible for Awards under the Plan.

Employees and officers may be granted each type of Award
available under the Amended Incentive Plan.  Directors may be
granted options, SARs, restricted shares and deferred shares but
are not eligible for grant of performance shares or performance
units.

The principal features of the various Awards that may be granted
under the Amended Incentive Plan are:

   * Options

     Options provide for the right to purchase Laidlaw common
     stock at a specified price and, unless another period is
     specified in the option agreement, will become exercisable,
     to the extent of one-third of the number of shares covered,
     on each first, second and third year anniversaries of the
     date on which they were granted.

   * Appreciation Rights

     Stock appreciation rights provide for a payment to the
     holder based on increases in the price of Laidlaw common
     stock over a set base price.

   * Restricted Shares

     A grant of restricted shares constitutes an immediate
     transfer of the ownership of Laidlaw common stock to the
     Participant in consideration of the performance of services.

   * Deferred Shares

     Deferred shares represent the right to receive common shares
     in the future subject to the fulfillment of certain
     conditions as the Compensation Committee may establish,
     during a period of not less than one year, except in the
     event of a change in control.

   * Performance Shares and Performance Units

     Performance shares and performance units are payable upon
     achievement of specified performance goals during a
     performance period based on specified levels of or growth in
     one or more of these criteria:

        -- earnings,
        -- earnings per,
        -- share price,
        -- total stockholder return,
        -- return on invested capital,
        -- equity or assets,
        -- operating earnings,
        -- sales growth, or
        -- productivity improvements.

The number of shares available under the Amended Incentive Plan
will be adjusted to account for shares relating to awards that
expire, are forfeited or are transferred, surrendered or
relinquished upon the payment of any exercise price by the
transfer to Laidlaw of Common Stock or upon satisfaction of any
withholding amount.

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.


LESLIE'S POOLMART: Moody's Rates $170M Sr. Unsec. Notes at B2
-------------------------------------------------------------
Moody's Investors Service downgraded the senior implied rating of
Leslie's Poolmart, Inc., to B2 from B1, and assigned a B2 rating
to the company's planned $170 million senior unsecured note
offering.  Proceeds from the note offering will partially fund a
recapitalization of the company.  The rating outlook is stable.

The downgrade of the senior implied rating reflects the
significantly increased leverage on the company's balance sheet as
a result of the company's recapitalization.  The B2 note rating is
the result of its majority position in the company's capital
structure and its position behind the senior secured credit
facility.  The stable ratings outlook reflects Moody's expectation
that operating performance will enable only modest improvement in
leverage over the intermediate term.

Moody's ratings actions were:

   * Senior implied -- to B2 from B1,

   * Senior unsecured issuer rating -- affirmed at B2,

   * $170 million senior unsecured notes, due 2013 -- B2 assigned,

   * $70 million senior unsecured notes, due 2008 -- B2 to be
     withdrawn,

   * Rating outlook -- Stable.

Moody's does not rate Leslie's proposed $75 million senior secured
bank credit facility and did not rate the company's existing
$75 million senior secured bank credit facility.  Ratings on the
existing $70 million of senior unsecured notes will be withdrawn
when the transaction closes and they are retired.  The foregoing
senior unsecured notes due 2013 have not been registered under the
Securities Act of 1933, as amended, and may not be offered or sold
in the absence of such registration or an available exemption
therefrom.

Leslie's ratings reflect the increased leverage of the company
with the prospective recapitalization, which brings pro forma debt
to EBITDA to 4.5X from 1.6X in fiscal 2004 and increases pro forma
adjusted debt to EBITDAR to 5.8X from 3.8X.  The ratings also
reflect:

   (1) the highly seasonal nature of Leslie's business, with the
       majority of revenues and earnings occurring over the summer
       months;

   (2) its relatively small size ($356 million revenue base);

   (3) its product concentration; and

   (4) volatility due to unpredictable weather patterns.

Free cash flow is modest relative to debt; returns on assets are
low, given the significant amount of goodwill associated with the
recapitalization; and the pro forma balance sheet will have a
substantial intangible component (62% of total assets).

Leslie's ratings are supported by:

   (1) its improved operating margins over the last few years,

   (2) its ability to finance seasonal needs from internal cash
       flow, and

   (3) the expectation that free cash flow will be used to repay
       drawings under the bank facility (approximately $30 million
       pro forma upon closing the transaction).

Leslie's improved its operating margin to over 9% for its fiscal
year ended September 2004, nearly double its operating margin in
fiscal 2001.  Moody's expects that operating margins to be
sustained at this higher level over the intermediate term.  The
ratings also reflect Leslie's success at maintaining its market
position despite competition from discounters and home stores
during its critical summer season, the company's increasing
geographical diversification, and the steady growth of its store
base (30 to 40 new stores annually on an existing base of 474
stores).  Moody's notes that Leslie's has attempted to moderate
the seasonality and weather volatility by opening stores in areas
that have warmer weather patterns all year round and by marketing
to commercial customers such as hotel chains that have a need for
pool products all year round.

The stable rating outlook reflects Moody's expectation that excess
cash flow will be used to reduce leverage on its secured credit
facility over the intermediate term, and that even with debt
reduction, debt protection measures will improve only modestly
over that period.  Moody's also expects that Leslie's improved
margins will be sustainable and working capital investments for
store growth will remain minimal.  Leslie's ratings could gain
upward pressure if the company reduces total debt/EBITDA
consistently below 3.75X and adjusted debt/EBTIDAR consistently
below 5.5X.  Ratings could come under pressure with any further
increase in leverage due to deteriorating operating performance or
delays in debt reduction, bringing total debt/EBITDA to above 5.0X
and/or adjusted debt/EBITDAR above 6.0X.

Leslie's will be closing on a new $75 million committed revolving
credit facility, which is secured by all of the assets of the
company.  The facility size can be increased during peak borrowing
periods providing the company with additional liquidity.  The size
of the current facility should be sufficient to cover the seasonal
swings in Leslie's operations.

The senior unsecured notes are and the secured bank facility are
both issued by Leslie's Poolmart, Inc.  The unrated senior secured
bank facility is secured by all of the company's assets including
inventory and accounts receivable.  The notes also have
limitations on restricted payments including the payment of
dividends and the redemption of any class of capital stock.

Leslie's Poolmart, Inc., with headquarters in Phoenix, Arizona, is
the largest retail chain for specialized pool supplies in the U.S.
Leslie's operated 474 retail stores and generated revenues of
$356 million in its fiscal year ended September 2004.


LEVI STRAUSS: Prices New $450 Million 7% Notes Due 2006
-------------------------------------------------------
Levi Strauss & Co. disclosed the pricing of its previously
announced cash tender offer for up to $450,000,000 of its
outstanding 7.00% Notes due 2006.

The purchase price to be paid for each $1,000 principal amount of
Notes validly tendered and not withdrawn is $1,052.23, plus
accrued and unpaid interest up to, but not including, the
settlement date, which is expected to be Thursday, January 13,
2005.  The purchase price was determined by reference to a yield
based on a fixed spread of 75 basis points over the yield to
maturity on the 2.50% U.S. Treasury Note due Oct. 31, 2006, based
on the bid price for such security at 2:00 p.m., New York City
time, on Jan. 10, 2005.  The purchase price includes an early
tender premium of $20.00 per $1,000 principal amount of Notes to
be paid in respect of Notes validly tendered prior to midnight,
New York City time, on Jan. 12, 2005.

The tender offer is scheduled to expire at midnight, New York City
time, on Jan. 12, 2005.  As of Jan. 10, 2005, approximately
$366,746,000 of the $450,000,000 aggregate principal amount of
Notes had been tendered and not withdrawn.

All of the terms and conditions of the tender offer, including the
consideration for the Notes and the expiration date, remain
unchanged.  The Withdrawal Date (as that term is defined in the
Offer to Purchase) prior to which Notes tendered may be validly
withdrawn has passed, and Notes tendered through the expiration
date of the tender offer may not be validly withdrawn except under
the circumstances described in the Offer to Purchase.

Full details of the terms and conditions of the tender offer are
included in the Company's Offer to Purchase dated Dec. 15, 2004,
as amended.

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

This press release is neither an offer to purchase nor a
solicitation of an offer to sell the Notes or any other security.
The tender offer is made only by an Offer to Purchase dated
Dec. 15, 2004, as amended.  Persons with questions regarding the
tender offer should contact the Dealer Manager at 212-723-6106 or
800-558-3745.  Statements in this press release regarding the
offering of debt securities shall not constitute an offer to sell
or a solicitation of an offer to buy such debt securities.

                        About the Company

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

                         Bankruptcy Risk

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

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

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

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

                         *     *     *

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

Fitch rates Levi's:

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

The Rating Outlook is Negative.


LIBERATE TECH: Posts $8.1 Million Net Loss in Second Quarter
------------------------------------------------------------
Liberate Technologies (Pink Sheets: LBRT), a leading provider of
software for digital cable systems, reported financial results for
its second fiscal quarter ended Nov. 30, 2004.

Liberate's revenues for its second fiscal quarter were
$0.6 million, compared to $1.2 million for the same quarter of the
prior fiscal year.  The net loss for the quarter was $8.1 million,
compared to a loss of $8.5 million for the same quarter of the
prior fiscal year.

As of November 30, 2004, Liberate had cash and cash equivalents of
$208.0 million, a decrease of $2.0 million during the quarter.  In
addition to cash and cash equivalents, the Company had
$10.7 million in restricted cash held as security for office
leases.  During the quarter, Liberate collected $4.5 million of
non-refundable payments for contract fees and monthly subscription
fees from customers pursuant to its subscription license
agreements.  Revenue under such agreements is being deferred until
future obligations for product delivery and product updates have
been met.

Liberate had reached agreement to sell substantially all of the
assets of its North American business to Double C Technologies,
LLC, a joint venture majority owned and controlled by Comcast
Corporation with a minority investment by Cox Communications,
Inc., for consideration of approximately $82 million.  The
agreement will not become effective until the dismissal of
Liberate's bankruptcy appeal, which Liberate has agreed to
actively pursue.  To that end, Liberate is filing a motion in the
U.S. District Court for Northern California to dismiss the appeal
of its bankruptcy case dismissal.  The agreement is also subject
to Liberate shareholder approval, Hart-Scott-Rodino antitrust
approval, and other customary closing conditions.

"Over the past two years, we have worked hard to restructure the
Company and resolve outstanding liabilities and other
uncertainties," said David Lockwood, Chairman and CEO of Liberate.
"[Monday]'s announcement of the purchase of our North American
business by industry leaders Comcast and Cox demonstrates the
strategic importance of the technology we have built and our
commitment to deliver value to shareholders."

                   About Liberate Technologies

Liberate Technologies is a leading provider of software for
digital cable systems.  Based on industry standards, Liberate's
software enables cable operators to run multiple services --
including interactive programming guides, high-definition
television, video on demand, personal video recorders and games --
on multiple platforms.  Headquartered in San Mateo, California,
Liberate has offices in Ontario, Canada, and the United Kingdom.

Liberate and the Liberate design are registered trademarks of
Liberate Technologies.  Other product names used in association
with these registered trademarks are trademarks of Liberate
Technologies.

                       Bankruptcy History

Headquartered in San Mateo, California, Liberate Technologies
provides software and services for digital cable systems.  The
Company filed for chapter 11 protection on April 30, 2004 (Bankr.
D. Del. Case No. 04-11299, transferred, May 12, 2004, to Bankr.
N.D. Calif., Case No. 04-31394).  When the Company filed for
bankruptcy protection, it listed $257,000,000 in total assets and
more than $21,700,000 in total debts.  Liberate filed a proposed
Plan of Reorganization providing for the payment of 100% of valid
creditor claims.  The Landlord for the company's former San Carlos
headquarters complained that the Debtor's attempt to reject the
lease under 11 U.S.C. Sec. 365 and cap his rejection claim under
Sec. 506 of the Bankruptcy Code was an abuse of the system.
Seeing more cash than debt, the Honorable Thomas E. Carlson
agreed, and dismissed the solvent debtor's chapter 11 case on
Sept. 8, 2004.  Liberate is appealing that ruling (N.D. Calif.
Case No. 04-03854).  In the Bankruptcy Court and U.S. District
Court, Crista L. Morrow, Esq., Desmond J. Cussen, Esq., Fred L.
Pillon, Esq., Jonathan Landers, Esq., and Jayesh Sanatkumar Hines-
Shah, Esq., at Gibson Dunn & Crutcher LLP, represent Liberate.
The disgruntled landlord, Circle Star Center Associates, L.P., is
represented by Douglas J. McGill, Esq., Andrew C. Kassner, Esq.,
and Michael W. McTigue, Jr., at Drinker Biddle & Reath LLP, and
Michael P. Brody, Esq., James R. Stillman, Esq., and Diane K.
Hanna, Esq., at Ellman Burke Hoffman & Johnson.  James L Lopes,
Esq., Janet A. Nexon, Esq., and Jason Gerlach, Esq., at Howard,
Rice, Nemerovski, Canady, Falk & Rabkin, represent an ad hoc
equity holders' committee.

                         Landlord Sues

Circle Star Center Associates, L.P., turned to the California
Superior Court for the County of San Mateo for a $3.9 million
judgment against Liberate Technologies.  Circle Star complains
that since Liberate didn't make its rent payments in July, August
and September, the lease agreement is in default.  Liberate owes
it a bundle on account of legal fees incurred during Liberate's
excursion through a flawed chapter 11 proceeding.  For good
measure, Circle Star adds counts to its lawsuit alleging
conversion and defamation.

Circle Star filed its lawsuit on Sept. 29, 2004, and delivered an
amended complaint to the Court on Oct. 6, 2004.  The case number
is CIV442164, and Kenneth N. Burns, Esq., at Ellman, Burke,
Hoffman & Johnson, is Circle Star's attorney of record.  The
California State Court has scheduled a case management conference
at 9:00 a.m. on Feb. 2, 2005.


MADISON RIVER: S&P Puts Low-B Ratings on CreditWatch Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Madison
River Telephone Co. LLC ('B') -- a rural local exchange company --
on CreditWatch with positive implications.  The CreditWatch
placement is due to the company's potential deleveraging efforts
resulting from a proposed initial public offerings, as indicated
in a recent Form S-1 filing with the SEC.   S&P's resolution of
the CreditWatch listings will depend on the ultimate size of the
IPO and the capital structure.  In reviewing the company, S&P will
assess the impact of the cash dividend associated with the common
stock on free cash flow and the ability to meet debt maturities
and longer-term competitive pressures.

"The RLEC industry has experienced limited competition to date
because of the demographics of its service area, relatively stable
cash flows, and healthy EBITDA margins in the 50% area," said
Standard & Poor's credit analyst Rosemarie Kalinowski.  "Annual
access line losses, generally in the 2%-3% range, have resulted
from the replacement of second lines with digital subscriber line
-- DSL -- and a slow economic recovery.  However, the replacement
of second lines by DSL results in higher incremental revenue.
Since the majority of the RLECs' network upgrades have been
completed, capital expenditures are not anticipated to be
significant in the near term."


MAL FOODS INC: Case Summary & 9 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Mal Foods Inc.
        20 South La Grange Road, Suite 1D
        Frankfort, Illinois 60423

Bankruptcy Case No.: 05-60127

Type of Business: The Debtor is a retailer of food products.

Chapter 11 Petition Date: January 10, 2005

Court: Northern District of Indiana (Hammond Division)

Judge: J. Philip Klingeberger

Debtor's Counsel: Samuel T. Miller, Esq.
                  9335 Calumet Avenue, Suite C
                  Munster, IN 46321
                  Tel: 219-836-2423

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 9 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Princeton Builders                         $676,000
17324 Queen Ann Lane
Tinley Park, 60477

Indiana Dept. of Revenue                   $270,000
Bankruptcy Section N 203
100 N. Senate Avenue
Indianapolis, IN 46204

Cook County Treasurer                       $43,000
16501 Kedzie Avenue
Markham, IL 60426

Illinois Dept. of Revenue                   $35,000

Lake County Treasurer                       $29,000

HME                                         $13,276

LaPorte County Treasurer                    $13,000

MUZAK                                        $8,000

Fatouros Media                               $5,200


NATIONAL CENTURY: Trust Asks Court to Disallow L. Poulsen Claims
----------------------------------------------------------------
Lance Poulsen, one of the original founders of National Century
Financial Enterprises, Inc., served in numerous capacities for
numerous Debtors.  Until November 8, 2002, Mr. Poulsen served as:

    -- President of NCFE,

    -- President and Treasurer of National Premier Financial
       Services, Inc.,

    -- President and Treasurer of NPF VI, Inc., and

    -- President and Treasurer of NPF XII, Inc.

He also served as a director of NCFE, NPFS, NPF VI, NPF X, Inc.
and NPF XII until November 8, 2002.

                        Lance Poulsen Claims

In April 2003, Mr. Poulsen filed Claim Nos. 352 and 695, asserting
certain claims to compensation.  On January 14, 2004, the Debtors
objected to the two Poulsen Claims.

In March 2004, Mr. Poulsen filed Claim No. 887 as an "amendment"
to the April 2003 claims, not specifying which particular claim.
In April 2004, Mr. Poulsen filed Claim No. 895, expressly
"amending" only Claim No. 695 and suggesting that Claim No. 887
was intended as an amendment only to Claim No. 352.

                      The May 2000 Agreements

Substantially all of the Poulsen Claims appear to spring from an
Employment Agreement dated May 31, 2002, signed by Mr. Poulsen and
Donald Ayers, a co-founder and officer of the Debtors, and a
certain "Action by the Compensation Committee of the Board of
Directors" dated May 21, 2002, also signed by Mr. Ayers.

Sydney Ballesteros, Esq., at Gibbs & Bruns, LLP, in Houston,
Texas, notes that the May Agreements were executed just months
before the Petition Date, at a time when NCFE was insolvent and
its demise imminent.  The Agreements allegedly purport to lavish
Mr. Poulsen with compensation, benefits and "perks" even if, for
example, Mr. Poulsen resigns, the company plunges into bankruptcy,
or if Mr. Poulsen is terminable for egregious cause.

Mr. Poulsen worked no more than about five months under the
agreements, receiving at least his full pay during that time, and
now claims at least $12 million of additional compensation,
benefits and perks still payable to him.

No independent board has approved the Agreements.

Accordingly, the Unencumbered Assets Trust and Erwin I. Katz,
Ltd., as Trustee, objects to Mr. Poulsen's claims.

                         Fraudulent Transfer

Ms. Ballesteros asserts that any benefits or obligations
purportedly bestowed on Mr. Poulsen in the May Agreements are
subject to recovery or avoidance as a fraudulent transfer under
Sections 544 and 548 of the Bankruptcy Code.

NCFE was hopelessly insolvent prior to the execution of the May
Agreements.  Mr. Poulsen did not provide NCFE with value of
anything near the amount of the compensation and benefits he
claims the Agreements may give him.  Furthermore, Mr. Poulsen
initiated the agreement himself, with knowledge of NCFE's
precarious financial position and with the actual intent to
defraud and hinder creditors, Ms. Ballesteros contends.

                      Equitable Subordination

Mr. Poulsen has engaged in inequitable conduct that has given
them an unfair advantage and has resulted in injury to all other
competing classes of creditors of the Debtors and their estates,
Ms. Ballesteros asserts.

Thus, the Trust seeks equitable subordination of all of the
Poulsen Claims.

             Other Objections to Lance Poulsen Claims

(a) Duplicative Claims

     Mr. Poulsen filed Claim Nos. 887 and 895 expressively to
     amend Claim Nos. 352 and 695, without indicating to
     supersede, replace or withdraw the prior claims.  Claim Nos.
     352 and 695 are duplicative of the Amended Claims.

     Furthermore, all of Claim No. 887, with the apparent
     exception of the $257,400 claim for "consulting," is wholly
     duplicative of Claim No. 895.

(b) Claims of an Insider

     The May 31 Agreement identifies Mr. Poulsen as President
     and Chairman of NCFE.  The claim seeks compensation and
     benefits far in excess of the reasonable value of services
     Mr. Poulsen provided during the five months he purportedly
     worked under the May Agreements.  The "value" of Mr.
     Poulsen's services is zero.

(c) Inadequate Evidence to Support Claims

     (1) The $5,436,600 claim for "Supplemental Pension" in Claim
         No. 895 is unsupported.  No obligation exists to provide
         the asserted benefits.  The calculation is in error and
         unreasonable and the documentation provided does not
         support a claim.  The claim appears to be part and parcel
         of a claim previously asserted by Mr. Poulsen which was
         subsequently dismissed with prejudice.

     (2) Because Mr. Poulsen was terminated for "cause," even the
         May 31 Agreement itself would provide for no more than
         one year's compensation.  Thus, the calculations in Claim
         No. 895, based on 24 or 46 months, are inapplicable.

     (3) The purported bonus calculation, based on a percentage of
         NCFE's net income, is in error because NCFE had no actual
         income but instead was insolvent with massive losses, in
         significant part due to Mr. Poulsen's own  malfeasance.

     (4) Claims for "aviation" benefits are unsupportable even
         under the language of the May 31 Agreement because the
         agreement:

         -- contemplates only 24 flights, not 24 per year; and

         -- only permits use of "Employer's aviation resources,"
            which is of no value because the Debtors have no
            remaining aviation resources.

     (5) Claims for "secretarial services are of no value and
         not enforceable where none of the services are
         available.

(d) Administrative Claim for Alleged Consulting Services

     Claim No. 352 includes a $257,000 administrative claim for
     services rendered to the estate from November 10, 2002,
     through February 4, 2003.  Claim No. 887 includes an
     identical amount, described as "Board Approved Additional
     Compensation."  Claim No. 695 includes what appears to be the
     same claim, for "Compensation under the consulting
     arrangement calculated based on base salary and benefits" for
     $283,835.

     The Claims should be disallowed because:

     (1) they are duplicative of one another;

     (2) they are expressly administrative claims but were not
         submitted or approved in accordance with the Court's
         deadline, approvals and procedures for administrative
         expenses and claims; and

     (3) Mr. Poulsen did not in fact provide valuable services
         to the Debtors to earn any amounts.

(e) Unenforceable Under State Law

     The May Agreements are unenforceable against the Debtors
     under the applicable state law, including the doctrines of
     prior material breach, unjust enrichment, unclean hands,
     breach of fiduciary duty, equitable estoppel, and the failure
     to obtain necessary consents to self dealing transactions.

Accordingly, the Trust asks the Court to disallow Lance Poulsen's
Claims or, in the alternative, subordinate his Claims to every
other class of creditors of the Debtors' estates.

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


NATIONAL ENERGY: Wants Until Feb. 28 to Object to Claims
--------------------------------------------------------
Pursuant to National Energy & Gas Transmission, Inc.'s plan of
reorganization, all objections to proofs of claim must be filed
with the U.S. Bankruptcy Court for the District of Maryland and
served on the applicable claimant by 90 days after the later of:

   (a) the Plan effective date; and

   (b) the date a claim is filed with the Court and served on
       counsel for Reorganized NEG.

The Plan became effective on October 29, 2004.  Accordingly, the
current deadline for filing objections to claims is January 29,
2005 -- 90 days after the Effective Date.

Martin T. Fletcher, Esq., at Whiteford, Taylor & Preston, LLP, in
Baltimore, Maryland, relates that in the course of its Chapter 11
case, Reorganized NEG diligently reviewed every claim filed
against it and completed the filing and service of numerous claim
objections.  The filed omnibus objections resulted to an
overwhelming majority of expunged claims.  Additionally,
Reorganized NEG filed a number of individual claim objections in
circumstances where a separate contested matter proceeding was
needed for a particular claim.  However, several Claim Objections
remain pending before the Court.

Reorganized NEG and certain claimants are presently in
negotiations and have reached agreements in principle to settle
six disputed claims:

   Claimant                           Claim No.  Claim Amount
   --------                           ---------  ------------
   BP Canada Energy Co.                  296       $2,437,002
   BP Canada Energy Marketing Co.        288        2,437,002
   BP Corporation North America, Inc.    300        2,437,002
   BP Energy Company                     283        2,437,002
   IGI Resources, Inc. (BP entity)       292        2,437,002
   Brascan Energy Marketing, Inc.        353        7,537,550

Reorganized NEG anticipates that the Outstanding Claims will be
resolved pursuant to either:

   (a) the Court-approved procedures for settling trading
       contracts; or

   (b) a settlement under Rule 9019 of the Federal Rules of
       Bankruptcy Procedure, which will require Court approval.

As Reorganized NEG must comply with timelines set forth in the
Settlement Protocol and Bankruptcy Rules 3007 and 9006(b)(1),
there is no guarantee that the Outstanding Claims will be finally
resolved before the Claim Objection Deadline.  Moreover, in the
event that additional claims are filed late, Reorganized NEG will
need time to evaluate those claims and file any required
objections.

Accordingly, Reorganized NEG asks the Court to extend the Claim
Objection Deadline through and including February 28, 2005, to
permit it to object to:

   (a) the Outstanding Claims;

   (b) any further Late-Filed Claims; and

   (c) any Claims that were improperly filed or improperly
       docketed.

Mr. Fletcher assures the Court that the extension is not sought
for purposes of delay and will not prejudice any claimants or
other parties-in-interest.  Mr. Fletcher notes that any creditor
may file a request to shorten the time to review his or her Claim
if he or she believes a shortening of time is warranted.

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- (n/k/a National Energy & Gas
Transmission, Inc.) develops, builds, owns and operates electric
generating and natural gas pipeline facilities and provides energy
trading, marketing and risk-management services.  The Company and
its debtor-affiliates filed for Chapter 11 protection on
July 8, 2003 (Bankr. D. Md. Case No. 03-30459).  Matthew A.
Feldman, Esq., Shelley C. Chapman, Esq., and Carollynn H.G.
Callari, Esq., at Willkie Farr & Gallagher, and Paul M. Nussbaum,
Esq., and Martin T. Fletcher, Esq., at Whiteford, Taylor &
Preston, L.L.P., represent the Debtors in their restructuring
efforts. When the Company filed for protection from its
creditors, it listed $7,613,000,000 in assets and $9,062,000,000
in debts.  NEGT received bankruptcy court approval of its
reorganization plan in May 2004, and that plan took effect on
Oct. 29, 2004.  (PG&E National Bankruptcy News, Issue No. 33;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


OMNICARE INC: Extends Offer for NeighborCare Shares Until Feb. 4
----------------------------------------------------------------
Omnicare, Inc. (NYSE: OCR) has extended its offer for all of the
outstanding shares of NeighborCare, Inc. (NASDAQ: NCRX) common
stock for $30.00 per share in cash.  The offer, which was to have
expired on Friday, Jan. 7, 2005 at 5:00 p.m., New York City time,
has been extended until 5:00 p.m., New York City time, on Feb. 4,
2005, unless further extended.

As of the close of business on Jan. 7, 2005, a total of 15,676,855
shares of NeighborCare common stock had been tendered.  This
represents approximately 35.5% of NeighborCare's outstanding
shares (or approximately 34.6% of NeighborCare's outstanding
shares, calculated on a fully diluted basis).

Omnicare commenced a tender offer last June 4, 2004 for all of the
outstanding shares of NeighborCare common stock for $30 per share
in cash.  This price represents a 70% premium over NeighborCare's
closing stock price on May 21, the last day of trading before the
offer was made public on May 24.  It is also a 40% premium over
the 30-day trading average prior to the announcement of the offer,
a 30% premium to Wall Street's median price target for
NeighborCare's stock over the next 12 months(1) and $4.00 more
than NeighborCare's previous all-time high.

                       About Omnicare, Inc.

Omnicare, Inc. (NYSE:OCR), a Fortune 500 company based in
Covington, Kentucky, is a leading provider of pharmaceutical care
for the elderly.  Omnicare serves residents in long-term care
facilities comprising approximately 1,071,000 beds in 47 states,
making it the nation's largest provider of professional pharmacy,
related consulting and data management services for skilled
nursing, assisted living and other institutional healthcare
providers.  Omnicare also provides clinical research services for
the pharmaceutical and biotechnology industries in 30 countries
worldwide.

                         *     *     *

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

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

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


OPTIMAL GEOMATICS: Equity Deficit Widens to $17.3M at Oct. 31
-------------------------------------------------------------
Optimal Geomatics, Inc. (TSX-V: OPG) reported the financial
results for the third quarter and fiscal year end of its nine
month transition year ending October 31, 2004.

Optimal's third quarter revenue was $1.81 million, an increase of
2% over the $1.77 million of revenue in the preceding quarter, and
an increase of 135% over revenue for the same period of the
previous year.  The total revenue for the nine months transition
year (year end changed from January 31st to October 31st) was
$4.9 million, an increase of $418,363 compared to the twelve
months fiscal year ended January 31, 2004.

The net loss for the nine months ended October 31st, 2004 was
$1.1 million, a significant improvement compared to the net loss
of $1.9 million during the same period last year and the net loss
of $2.2 million for the last fiscal year ended January 31st, 2004.
This substantial decrease in the net loss is due to the Company's
focus on tight expense control and successful marketing strategy
and sales effort, which leads to a broadened customer-base and
increased sales wins.  The Company experienced a cash outflow of
$619,512 from operating activities in the current quarter compared
with a cash outflow from operating activities of $387,640 in the
preceding quarter and $103,461 in the same quarter of the prior
year.  The Company ended the quarter with cash and cash
equivalents of $291,898.  The Company has ended the current fiscal
year with no long-term debt.

Highlights for the year include:

   -- established seven new customers:

      * Balfour Beatty,
      * Central Networks,
      * Duke Power,
      * Kansas Gas Service,
      * Texas Gas, and
      * Southern Maryland Electric Cooperative

   -- maintained strong relationships with seven current
      customers:

      * Connectiv,
      * Dominion East Ohio,
      * Oklahoma Natural Gas,
      * East Kentucky Power Coop,
      * TXU,
      * Xcel Energy, and
      * United Utilities

   -- converted and redeemed debentures into common stock at a
      price of $0.29 per share

   -- strengthen management team

   -- received Supplemental Type Certificate -- STC -- in Canada
      for Proprietary Technology

   -- hosted Gas Pipeline Symposium for regulators and regulated
      within the pipeline utilities

   -- completed private placement of $1.4 million at $0.21

Colum Caldwell, President and CEO commented, "2004 was a pivotal
year for Optimal, revenues for the nine months ending
Oct. 31, 2004, were $4.9 million, a significant gain since the
commencement of the restructuring in 2002, when revenues for the
fiscal year ended Jan. 31, 2002, were reported as $398,580.  In
addition, the acquisition of our United States and the United
Kingdom subsidiaries are proving to be a positive investment for
the company."

Optimal Geomatics specializes in providing highly accurate
geomatic services and software to a customer-base, which is
primarily composed of Electric powerline and Gas pipeline
utilities.  Geomatics is best described as the acquisition,
storage, management, retrieval, manipulation, and distribution of
spatial or geographically referenced data.  Optimal employs a
number of acquisition systems, including its proprietary
technology, for aerial data acquisition, and applies innovative
technology, techniques, and expertise for in-house processing.
The Company's unique mapping products and services help utilities
reduce cost, improve efficiency, and better-manage their assets by
turning raw data into highly valuable geospatial information and
engineering reports.  Optimal's customers include many of the
major utilities across the United States and the United Kingdom.

As of October 31, 2004, Optimal Geomatic's stockholders' deficit
widened to $17,297,785, compared to a $1,025,067 stockholders'
deficit at July 31, 2004.


OPTIMAL GEOMATICS: Receives Contracts Totaling Over $2.6 Million
----------------------------------------------------------------
Optimal Geomatics, Inc., TSXV: OPG received several orders
totaling over $2.6 million.  These contracts have been received in
Q1 2005 and most are expected to be shipped in fiscal 2005.

These new customers include:

   * Terasen Gas, the third largest utility in Canada and the
     largest natural gas distributor in British Columbia,

   * Georgia Power, the largest of five electric utilities that
     make up Southern Company, who's been providing electricity to
     Georgia State for more than a century,

   * Pacific Corp, providing more than 1.5 million customers with
     reliable, and

   * Sempra Energy, servicing the largest customer base of any
     energy utility in the United States.

Repeat customers this quarter to date include:

   * Oklahoma Natural Gas, a natural gas distribution company,
     which serves approximately 812,000 residential, commercial,
     and industrial customers in Oklahoma,

   * Cinergy, a regulated public utility in Ohio, Indiana, and
     Kentucky, which serves 1.5 million electric customers and
     about 500,000 gas customers, and

   * Kansas Gas Service, a natural gas provider to more than
     650,000 customers in Kansas and northeast Oklahoma.

Colum Caldwell, Optimal's President, and Chief Executive Officer
commented, "Early Success this quarter will help facilitate the
Company's achieving its targets for this fiscal year.  The
continual growth in our customer base proves Optimal is a major
participant in the geomatics industry.  We now have good
visibility on 70% of this year's revenue targets."

Optimal Geomatics specializes in providing highly accurate
geomatic services and software to a customer-base, which is
primarily composed of Electric powerline and Gas pipeline
utilities.  Geomatics is best described as the acquisition,
storage, management, retrieval, manipulation, and distribution of
spatial or geographically referenced data.  Optimal employs a
number of acquisition systems, including its proprietary
technology, for aerial data acquisition, and applies innovative
technology, techniques, and expertise for in-house processing.
The Company's unique mapping products and services help utilities
reduce cost, improve efficiency, and better-manage their assets by
turning raw data into highly valuable geospatial information and
engineering reports.  Optimal's customers include many of the
major utilities across the United States and the United Kingdom.

As of October 31, 2004, Optimal Geomatic's stockholders' deficit
widened to $17,297,785, compared to a $1,025,067 stockholders'
deficit at July 31, 2004.


OWENS CORNING: Has Until June 30 to Solicit Plan Acceptances
------------------------------------------------------------
As reported in the Troubled Company Reporter on Dec 1, 2004, Owens
Corning and its debtor-affiliates asked the U.S. Bankruptcy Court
for the District of Delaware to further extend their exclusive
period to solicit plan votes through and including June 30, 2005.
The Debtors require more time to complete the procedures necessary
to gain approval from the U.S. District Court for the District of
Delaware of an amended disclosure statement and solicit
acceptances of an amended plan of reorganization.

                           CSFB Objects

Credit Suisse First Boston, as agent for the Debtors prepetition
lenders, notes the Debtors' request for an extension of their
exclusive solicitation period is based largely on the erroneous
proposition that the Debtors' proposed plan of reorganization
enjoys the support of nearly all creditor constituencies -- with
the sole exception of the Banks.  "This proposition is
demonstrably false," Rebecca L. Butcher, Esq., at Landis Rath &
Cobb, LLP, in Wilmington, Delaware, says.  In addition to the
Banks, Ms. Butcher notes, holders of the public bonds issued by
Owens Corning would likely also vote against the proposed plan.
In fact, Ms. Butcher asserts, it appears that only two bondholders
-- with aggregate holding of only 6% of the outstanding Bonds --
supported the so-called "Bonds/Trade Term Sheet," and one of those
Bondholders has since sold its holdings and resigned from the
official committee of unsecured creditors, leaving a single
Bondholder on record supporting the proposed plan.  Moreover, Ms.
Butcher continues, the Debtors have never claims that the asbestos
property damage claimants would support the proposed plan.  "In
sum, the proposed plan seems to principally, if not exclusively,
enjoy the support of only the asbestos claimants, who have even
conditioned their support of the proposed plan on a finding that
the Debtors' aggregate asbestos liability be estimated at no less
than an astronomical $16 billion, an amount nearly triple the
figure reported in the Debtors' current SEC filings, and more than
quadruple the amount the Debtors disclosed in prepetition SEC
filings," Ms. Butcher observes.  "Capitulation to the unreasonable
demands of the asbestos claims is not cause to extend the
Solicitation Period."

Thus, CSFB asks the Court to deny the Debtors' request.

                       Exclusivity Preserved

Judge Fitzgerald declined the Banks' invitation to terminate
exclusivity at this juncture in Owens Corning's Chapter 11
proceedings.

At the Dec. 20 Hearing, Judge Fitzgerald told Owens Corning that
it can have six more months to solicit acceptances of its Chapter
11 Plan without interference from any other party-in-interest.
That bench ruling expends Owens Corning's exclusive solicitation
period runs through June 30, 2005.

But, Judge Fitzgerald ruled, that extension is not absolute.  If
the Banks prevail in their appeal of Judge Fullam's Substantive
Consolidation Ruling to the Third Circuit, Judge Fitzgerald will
require Owens Corning to return to court to make its case why the
plan process should not be opened up to other parties-in-interest.

Headquartered in Toledo, Ohio, Owens Corning --
http://www.owenscorning.com/-- manufactures fiberglass
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.  The Company filed for chapter
11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom,
represents the Debtors in their restructuring efforts.  At
Sept. 30, 2004, the Company's balance sheet shows $7.5 billion in
assets and a $4.2 billion stockholders' deficit.  The company
reported $132 million of net income in the nine-month period
ending Sept. 30, 2004.  (Owens Corning Bankruptcy News, Issue No.
91; Bankruptcy Creditors' Service, Inc., 215/945-7000)


OXFORD AUTOMOTIVE: Section 341(a) Meeting Slated for Today
----------------------------------------------------------
The United States Trustee for Region 9 will convene a meeting of
Oxford Automotive, Inc.'s creditors today, Jan. 12, 2005, at
2:00 p.m. at the U.S. Trustee Meeting Room located in Room 743,
211 West Fort Street, Detroit, Michigan.  This is the first
meeting of creditors required under 11 U.S.C. Sec. 341(a) in all
bankruptcy cases.

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

Headquartered in Troy, Michigan, Oxford Automotive, Inc. --
http://www.oxauto.com/-- is a Tier 1 supplier of specialized
metal-formed systems, modules, assemblies, components and related
services for the automotive industry.  Oxford's primary products
include structural modules and systems, exposed closure panels,
suspension systems and vehicle opening systems, many of which are
critical to the structural integrity and design of the vehicle.
The Company and its debtor-affiliates filed for chapter 11
protection on December 7, 2004 (Bankr. E.D. Mich. Case No.
04-74377).  I. William Cohen, Esq., at Pepper Hamilton LLP
represents the debtors in their restructuring efforts.


OXFORD AUTOMOTIVE: Creditors Must File Proofs of Claim by Jan. 18
-----------------------------------------------------------------
The United States Bankruptcy Court for the Eastern District of
Michigan, Southern Division set Jan. 18, 2004, as the deadline for
all creditors owed money by Oxford Automotive affiliates:

   -- Oxford Automotive, Inc.
   -- Oxford Automotive Alabama, Inc.
   -- Lobdell Emery Corporation
   -- Howell Industries, Inc.
   -- Oxford Suspension, Inc.
   -- RPI Holdings, Inc.
   -- Prudenville Manufacturing, Inc.
   -- RPI, Inc.
   -- OASP, Inc.
   -- OASP II, Inc.
   -- CE Technologies, Inc.
   -- Tool and Engineering Company

on account of claims arising prior to Dec. 7, 2004, to file their
proofs of claim.

Creditors must file written proofs of claim on or before the
January 18 Claims Bar Date and those forms must be delivered to:

     If sent by mail:

           Oxford Automotive, Inc., et al.
           c/o The BMC Group, Inc.
           PO Box 977
           El Segundo, California 90245-0977

     If sent by messenger or overnight courier:

           Oxford Automotive, Inc., et al.
           c/o The BMC Group, Inc.
           1330 East Franklin Avenue
           El Segundo, California 90245

The January 18 Bar Date applies to all non-governmental claims.

For governmental claims, the deadline is set on Apr. 7, 2004.

Headquartered in Troy, Michigan, Oxford Automotive, Inc. --
http://www.oxauto.com/-- is a Tier 1 supplier of specialized
metal-formed systems, modules, assemblies, components and related
services for the automotive industry.  Oxford's primary products
include structural modules and systems, exposed closure panels,
suspension systems and vehicle opening systems, many of which are
critical to the structural integrity and design of the vehicle.
The Company and its debtor-affiliates filed for chapter 11
protection on December 7, 2004 (Bankr. E.D. Mich. Case No.
04-74377).  I. William Cohen, Esq., at Pepper Hamilton LLP
represents the debtors in their restructuring efforts.


PARKER COMMUNITY: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------
Debtor: Parker Community Property Trust
        P.O. Box 52863
        Lafayette, Louisiana 70505

Bankruptcy Case No.: 05-50054

Type of Business: Revocable Grantor Trust

Chapter 11 Petition Date: January 10, 2005

Court: Western District of Louisiana (Lafayette/Opelousas)

Judge: Gerald H. Schiff

Debtor's Counsel: Barry W. Miller, Esq.
                  Barry W. Miller, P.L.C.
                  P.O. Box 86279
                  Baton Rouge, LA 70879
                  Tel: 225-296-0600
                  Fax: 225-296-0569

Total Assets: $585,300

Total Debts:  $2,954,144

Debtor's Largest Unsecured Creditor:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Advocate Financial            House and real          $2,839,144
Attn: Simoneaux, Manager      property located at
P.O. Box 80839                Lot 20 and a
Baton Rouge, LA 70898         triangular portion
                              of Lot 21 of
                              Greenbriar Court
                              Subdivision, Lafayette
                              Parish, Louisiana
                              Secured Value:
                              $450,000


PARMALAT USA: Asks Court to Establish Solicitation Procedures
-------------------------------------------------------------
Parmalat USA Corporation and its U.S. debtor-affiliates seek to
establish procedures and deadlines to facilitate the solicitation
and tabulation of votes to accept or reject their Plan of
Reorganization.

                           Record Date

Pursuant to Rule 3017(d) of the Federal Rules of Bankruptcy
Procedure, the U.S. Debtors ask the U.S. Bankruptcy Court for the
Southern District of New York to fix the approval date of their
Disclosure Statement as the record date for purposes of
determining creditors entitled to vote on the Plan or, in the case
of non-voting classes, to receive a Notice of Non-Voting Status.

               Solicitation Packages and Procedures

The U.S. Debtors propose to mail no later than January 18, 2005,
solicitation packages containing copies of:

    -- the order approving the Disclosure Statement;
    -- a notice of the hearing to confirm the Plan;
    -- the Disclosure Statement and the Plan.

The Debtors will provide additional solicitation materials in the
Solicitation Packages.  Holders of claims and equity interests in
classes entitled to vote to accept or reject the Plan will
receive:

   (a) a form of Ballot and a return envelope;

   (b) a letter from the Official Committee of Unsecured
       Creditors recommending acceptance of the Plan; and

   (c) other materials as the Court may direct.

Consistent with Sections 1126(f) and (g) of the Bankruptcy Code
and Bankruptcy Rule 3017(d), Solicitation Packages for holders of
claims against or equity interests in the U.S. Debtors within a
class under the Plan that is deemed to accept or reject the Plan
will not include a Ballot.  The Solicitation Packages for those
holders of claims and equity interests will include a Notice of
Non-Voting Status.

The Debtors also will not distribute copies of the Plan or
Disclosure Statement to any holder of a claim or equity interest
within a class that is deemed to accept or reject the Plan, unless
that party makes a specific request in writing.

Solicitation Packages will not be sent to creditors that have
claims already paid in full.  However, if, and to the extent that,
any creditor would be entitled to receive a Solicitation Package
for any reason other than by virtue of the fact that its claim had
been scheduled, then that creditor will be sent a Solicitation
Package in accordance with the Solicitation Procedures.

                           Ballot Form

The U.S. Debtors propose to distribute to certain creditors one or
more ballots substantially in the form based on Official
Form No. 14, but modified to (i) address the particular aspects of
the Debtors' Chapter 11 cases and (ii) include certain additional
information relevant and appropriate for each class of claims that
is entitled to vote to accept or reject the Plan.  The appropriate
Ballot form will be distributed to holders of claims and equity
interests in:

     * PUSA Class 3 (General Unsecured Claims against Parmalat
       USA);

     * PUSA Class 4 (Equity Interests in PUSA);

     * Farmland Class 3a (General Unsecured Claims against
       Farmland);

     * Farmland Class 3b (Master Lease Claim);

     * Farmland Class 3c (Convenience Claims);

     * MPA Class 3a (General Unsecured Claims against MPA);

     * MPA Class 4 (Equity Interests in MPA),

which are impaired and, therefore, entitled to vote.

                         Voting Deadline

The U.S. Debtors anticipate commencing the solicitation period
within five days after the Disclosure Statement is approved.  To
be counted as a vote to accept or reject the Plan, each Ballot
must be properly executed, completed, and delivered to Bankruptcy
Services, LLC, the Debtors' solicitation and tabulation agent, so
as to be received no later than 4:00 p.m. on February 17, 2005.

                    Vote Tabulation Procedure

Solely for purposes of voting to accept or reject the Plan and not
for the purpose of the allowance of, or distribution on account
of, a claim, each holder of a claim within a class entitled to
vote on the Plan will be entitled to vote the amount of its claim
as set forth in the Schedules unless the holder has timely filed a
proof of claim, in which event that holder would be entitled to
vote the amount of the claim as set forth in the proof of claim.

The Voting Procedure will be subject to these exceptions:

   (a) If a claim is deemed allowed under the Plan, that claim is
       allowed for voting purposes in the deemed allowed amount
       set forth under the Plan, including the claims of
       insiders, but only for the purposes of voting to accept or
       reject the Plan;

   (b) If a claim for which a proof of claim has been timely
       filed is, by its terms, contingent or unliquidated in
       whole or in part, that claim is accorded one vote valued
       at $1.00 for voting purposes only, and not for purposes of
       allowance or distribution;

   (c) If a claim has been estimated or otherwise allowed for
       voting purposes by a Court order, that claims is
       temporarily allowed in the amount so estimated or allowed
       by the Court for voting purposes only, and not for
       purposes of allowance or distribution;

   (d) If a claim is listed in the Schedules and a proof of claim
       subsequently is filed in an amount that is liquidated,
       non-contingent and undisputed, the claim is temporarily
       allowed in the amount set forth on the proof of claim,
       unless each claim is disputed.

   (e) If a claim is listed in the Schedules as contingent or
       unliquidated and a proof of claim was not (i) filed by the
       applicable bar date or (ii) deemed timely filed by a Court
       order prior to the Voting Deadline, unless the Debtors
       consent in writing, that claim is disallowed for voting
       purposes;

   (f) A claim will be temporarily disallowed for voting purposes
       only and not for purposes of allowance or distribution if:

       -- a claim is listed in the Schedules as disputed;

       -- if a claim for which a proof of claim has been timely
          filed is, by its terms, disputed; or

       -- the Debtors have served an objection, complaint or
          request for estimation as to a claim at least 10 days
          before the Voting Deadline,

       except to the extent and in the manner as may be set forth
       in the objection, complaint for estimation.

   (g) Each entity that holds or has filed more than one
       unsecured claim against a particular Debtor will not be
       entitled to aggregate those unsecured claims for purposes
       of voting, classification and treatment under the Plan;

   (h) The Voting Agent, in its discretion, may contact voters to
       cure any defects in the Ballots and is authorized to so
       cure any defects; and

   (i) There will be a rebuttable presumption that any claimant
       who submits a properly completed superseding Ballot or
       withdrawal of Ballot on or before the Voting Deadline has
       sufficient cause, within the meaning of Bankruptcy Rule
       3018(a), to change or withdraw that claimant's acceptance
       or rejection of the Plan.

Whenever a creditor casts more than one Ballot voting the same
claims before the Voting Deadline, the last Ballot received before
the Voting Deadline be deemed to reflect the voter's intent and,
thus, to supersede any prior Ballots.  Creditors must vote all of
their claims within a particular class under the Plan, either to
accept or reject the Plan, and may not split their vote.

These Ballots will not be counted or considered for any purpose in
determining whether the Plan has been accepted or rejected:

   (a) Any Ballot that is properly completed, executed, and
       timely returned to the Debtors' Voting Agent, but does not
       indicate an acceptance or rejection of the Plan, or that
       indicates both an acceptance and rejection of the Plan;

   (b) Any Ballot received after the Voting Deadline unless the
       Debtors will have granted in writing an extension of the
       Voting deadline with respect to that Ballot;

   (c) Any Ballot that is illegible or contains insufficient
       information to permit the identification of the claimant;

   (d) Any Ballot cast by a person or entity that does not hold a
       claim in a class that is entitled to vote to accept or
       reject the Plan; and

   (e) Any Ballot transmitted to the Debtors' Voting Agent by
       facsimile or other electronic means.

                       Rule 3018(a) Motions

Any creditor seeking to challenge the allowance of its claim for
voting purposes must file a motion for an order pursuant to
Bankruptcy Rule 3018(a) temporarily allowing that claim in a
different amount for purposes of voting to accept or reject the
Plan on or before the 10th day after the later of the date of (i)
service of the Confirmation Hearing Notice and (ii) service of
notice of an objection or request for estimation, if any, as to
that claim.

The U.S. Debtors propose that, as to any creditor filing a 3018
Motion, that creditor's Ballot will not be counted unless
temporarily allowed by a Court order entered at least five days
before the Voting Deadline.

                       Confirmation Hearing

The U.S. Debtors ask Judge Drain to set the hearing on the
confirmation of their Plan on March 1, 2005.  The Confirmation
Hearing may be continued from time to time by the Court or the
U.S. Debtors without further notice other than adjournments
announced in open court.

Objections to the confirmation of the Plan or proposed
modifications to the Plan must filed and served no later than
4:00 p.m. on February 18, 2005.  Objections must:

   (a) be in writing;

   (b) state the name and address of the objecting party and the
       amount and nature of the claim or interest of that party;
       and

   (c) state with particularity the basis and nature of any
       objection to the Plan.

The proposed timing for service of objections and proposed
modifications, the Debtors believe, will afford them and other
significant parties-in-interest sufficient time to consider the
objections and proposed modifications and file any replies while
leaving the Court sufficient time to consider the objections and
replies before the Confirmation Hearing.

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)


PG&E NATIONAL: Wants Court Nod on Seminole Canada Settlement Pact
-----------------------------------------------------------------
In February 2003, NEGT Energy Trading - Gas Corporation and
Seminole Canada Gas Company entered into a Share Purchase
Agreement pursuant to which ET Gas sold shares of its subsidiary
to Seminole Canada.  Moreover, ET Gas agreed to indemnify
Seminole Canada for post-closing claims arising under the Share
Purchase Agreement and employee-related claims.

As required by the Share Purchase Agreement, ET Gas deposited
funds into two separate escrow accounts to support its
indemnification obligations.  Accordingly, on March 18, 2003, ET
Gas and Seminole Canada entered into:

    (a) the Share Purchase Escrow Agreement relating to the
        Potential Share Purchase Claims, which has a $1,912,657
        current balance, plus accrued interest; and

    (b) the Employee Escrow Agreement in connection with the
        Potential Employee Claims, which has a CN$1,552,041
        current balance, plus accrued interest.

Seminole Canada asserts that it has made payments totaling
CN$1,500,000 to settle various employee-related claims.

                        Settlement Agreement

On December 9, 2004, ET Gas sought and obtained the Court's
permission to enter into a settlement agreement and mutual
release with Seminole Canada.

Pursuant to the Settlement Agreement, the funds contained within
the Share Purchase Escrow will be distributed to ET Gas, and the
funds contained within the Employee Escrow will be distributed to
Seminole Canada.  Furthermore, ET Gas and Seminole Canada grant
each other releases for all claims arising from and relating to
the Escrow Agreements, including without limitation, any
avoidance or recovery claims or causes of action.

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- (n/k/a National Energy & Gas
Transmission, Inc.) develops, builds, owns and operates electric
generating and natural gas pipeline facilities and provides energy
trading, marketing and risk-management services.  The Company and
its debtor-affiliates filed for Chapter 11 protection on
July 8, 2003 (Bankr. D. Md. Case No. 03-30459).  Matthew A.
Feldman, Esq., Shelley C. Chapman, Esq., and Carollynn H.G.
Callari, Esq., at Willkie Farr & Gallagher, and Paul M. Nussbaum,
Esq., and Martin T. Fletcher, Esq., at Whiteford, Taylor &
Preston, L.L.P., represent the Debtors in their restructuring
efforts. When the Company filed for protection from its
creditors, it listed $7,613,000,000 in assets and $9,062,000,000
in debts.  NEGT received bankruptcy court approval of its
reorganization plan in May 2004, and that plan took effect on
Oct. 29, 2004.  (PG&E National Bankruptcy News, Issue No. 32;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


PIERRE FOODS: Earns $2.1 Million of Net Income in Third Quarter
---------------------------------------------------------------
Pierre Foods, Inc., a leading manufacturer and marketer of high-
quality, differentiated processed food solutions, reported for its
third quarter of fiscal 2005, which ended Dec 4, 2004, net
revenues of $112.0 million versus $93.8 million for the same
period last year, an increase of 19.4%. For the thirty-nine week
year- to-date period, net revenues were $303.0 million versus
$256.5 million for the same period last year, an increase of
18.1%.  The increase in net revenues both for the third quarter
and year-to-date period is primarily due to increases in net
revenues across most of the Company's end-market segments,
including the substantial development of national business with an
existing customer and the advent of other new business.

The Company reported net income of $2.1 million during the third
quarter, compared with net income of $1.8 million during the third
quarter last year. The increase in earnings for the third quarter
was primarily due to the continued improvement in net revenues,
which is primarily the result of substantial volume growth. Volume
growth was up 18.6% in the third quarter and 14.2% for the year-
to-date period. Increases in customer pricing, taken in the first
and second quarter to help offset increases in raw material
prices, also contributed to the improvement. The weighted average
prices the Company paid for beef, pork, chicken and cheese in the
third quarter 2005 versus the prior year comparable period varied
by commodity. Beef prices were 3.5% lower, pork prices were 51.2%
higher, chicken prices were 13.2% lower and cheese prices were
4.1% higher but in the aggregate, the cost of these four raw
materials was 3.6% higher than the prior year comparable period.
The weighted average prices the Company paid for beef, pork,
chicken and cheese in the third quarter 2005 versus the weighted
average prices the Company paid for these raw materials in the
second quarter 2005, also varied by commodity. Beef prices were
0.6% higher, pork prices were 4.3% higher, chicken prices were
45.8% lower, and cheese prices were 6.0% lower but in the
aggregate, the cost of these four raw materials was 13.9% lower
than the previous quarter. Income in the third quarter was also
negatively impacted by a purchase

Pierre Foods, Inc., manufactures and markets high-quality,
differentiated processed food solutions, focusing on formed,
pre-cooked protein products and hand-held convenience sandwiches.
Headquartered in Cincinnati, Ohio, Pierre Foods, Inc., markets its
sandwiches under a number of well-known brand names, such as Fast
Choice(R), Rib-B-Q(R), Hot 'n' Ready(R) and Big AZ(R), and has
licenses to sell sandwiches using well-known brands, such as
Checkers(R), Krystal(R), Tony Roma's(R), NASCAR CAFE(R) and
Nathan's Famous(R).

                         *    *    *

As reported in the Troubled Company Reporter on June 15, 2004,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Cincinnati, Ohio-based prepared foods
manufacturer Pierre Foods Inc.  At the same time, Standard &
Poor's assigned its 'B+' bank loan rating and a recovery rating of
'3' to the company's proposed $190 million senior secured credit
facilities.  The issue is part of a financing plan in which Pierre
will be acquired by Madison Dearborn Partners.

The ratings are based on preliminary offering statements and are
subject to review upon final documentation.  The bank loan rating
is the same as the corporate credit rating; this and the '3'
recovery rating indicate the expectation of a meaningful (50%-80%)
recovery of principal in the event of default.  Standard & Poor's
has also assigned a 'B-' rating to Pierre Foods' proposed
$125 million senior subordinated notes due 2012, to be issued
under Rule 144A with registration rights.

The outlook is negative.


QUANTEGY INC: Case Summary & 62 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Quantegy, Inc.
             P.O. Box 190
             Opelika, Alabama 36803

Bankruptcy Case No.: 05-10049

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Quantegy International Incorporated        05-10050
      QM, Inc.                                   05-10051
      Quantegy Media Corporation                 05-10052
      Quantegy Holdings Incorporated             05-10053
      Quantegy Acquisition Corp.                 05-10055
      GoProAudio.com, Inc.                       05-10056
      GoProDirect.com, Inc.                      05-10058

Type of Business: The Debtor provides a full line of audio,
                  video, data, storage, logging and
                  instrumentation recording media products.
                  See http://www.quantegy.com/

Chapter 11 Petition Date: January 10, 2005

Court: Middle District Of Alabama (Dothan)

Debtors' Counsel: Cameron-RRL A. Metcalf, Esq.
                  Espy, Metcalf & Poston, PC
                  P.O. Drawer 6504
                  Dothan, AL 36302
                  Tel: 334-793-6288

                               Estimated Assets    Estimated Debts
                               ----------------    ---------------
Quantegy, Inc.                    $1 M to $10 M     $10 M to $50 M
Quantegy International Inc.       $1 M to $10 M     $10 M to $50 M
QM, Inc.                          $0 to $50,000     $10 M to $50 M
Quantegy Media Corporation        $0 to $50,000     $10 M to $50 M
Quantegy Holdings Incorporated    $1 M to $10 M     $10 M to $50 M
Quantegy Acquisition Corp.        $1 M to $10 M     $10 M to $50 M
GoProAudio.com, Inc.              $0 to $50,000     $10 M to $50 M
GoProDirect.com, Inc.             $0 to $50,000     $10 M to $50 M

A. Quantegy, Inc.'s 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Ampex Corp.                              $1,665,861
P.O. Box 99247
Chicago, IL 60693

Titron Media HK Ltd.                       $731,912
11 West Tower, Room 1109
Hong Kong

ATEK                                       $211,839
Ncb-74
P.O. Box 1414
Minneapolis, MN 55480

Toray Plastics of America                  $182,845

Inabata America Corporation                $178,747

Uti United States Inc.                     $152,210

Sony Corp. Recording Media                 $135,523

Sony Electronics Inc - Chicago             $130,856

Mitsubishi Polyester Film                  $125,844

AKOT International Inc.                    $117,661

Deloitte & Touche                           $83,275

Isk Magnetics, Inc.                         $66,114

Nexpak                                      $50,314

Sojitz Corp. Of America                     $48,020

Huntsman Ployurethaes                       $44,836

Seaboard Group II                           $43,758

Atlanta Packaging Spec.                     $41,489

Menlo Logistics                             $38,221

Sedco Chemical, Inc.                        $26,187

Custom-Pak                                  $24,786

B. Quantegy International Inc.'s 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Tainahong Trading Limited                   $84,150
Units E,F,G. 14/F, Genstar Tower
Hunghom, Hong Kong

I-Beam Broadcast Equipment Co. Ltd.         $41,056
No. 56 10/F Sec 1
Taiwan

Indo Foriegn Trading Co.                    $19,147
Suite 233-235, 2/F
Tst East, Hong Kong

Fuji Photo Film USA Inc.                    $16,590

Wonderland Batteries Co. Ltd.               $14,513

Parkwood Cavanaugh Ltd.                     $7,535

Shun Hing Technology Ltd.                    $6,141

Videolux Canada Inc.                         $4,517

Zhuhai Doumen Jiade Co. Ltd.                 $4,008

East-West Logistics Ltd.                     $3,989

Sameday Right Way Courier                    $2,613

Promedia International Ltd.                  $2,574

Guangzhou Ri Hui                             $2,500

Nexpak                                       $1,611

Distribution Magnetique Inc.                 $1,150

Quikx Transportation                         $1,005

The Secret Service                             $847

The Tape House                                 $658

Lex International Ltd.                         $410

Win Tech Co.                                   $353

C. QM, Inc.'s 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
City of Opelika                            $141,698
P.O. Box 2168
Opelika, AL 36803

Alagasco                                    $91,014
P.O. Box 11407
Birmingham, AL 35246

Inabata America Corporation                 $63,900
1270 Avenue of the Americas
New York, NY 10020

Facilities Management                       $61,089

Fairview Machine                            $24,816

Roll Technology Corporation                 $19,030

Mitsubishi Polyester Film                   $11,958

Shaw Environmental                          $11,135

Imation Corp. - Chicago                     $11,000

BOC Gases                                   $10,488

Elarbee, Thompson, Sapp & Wils               $7,936

Imation-Whapeton                             $7,550

Airgas Sough, Inc.                           $6,349

Employment Resources                         $6,169

Ondeo Nalco                                  $6,167

Davis-Dyar Supply Co.                        $3,936

Alabama Industrial Service                   $3,483

Sedco Chemical Inc.                          $3,146

Toyo Color America, LLC                      $2,970

Luis J. Perez Equiarte                       $2,920

D. GoProAudio.com, Inc.'s 2 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
PeopleSoft                                  $42,000
Department 770
Denver, CO 80271

JD Edwards World Solutions Co.                   $1
3225 Cumberland Blvd., Suite 600
Atlanta, GA 30339


R.H. DONNELLEY: Plans $300 Million Senior Debt Private Offering
---------------------------------------------------------------
R.H. Donnelley Corporation (NYSE: RHD), is planning an offering of
$300 million of senior notes to certain institutional investors in
an offering exempt from the registration requirements of the
Securities Act of 1933.

R.H. Donnelley Corporation intends to use the proceeds from the
offering to repurchase a portion of its Preferred Stock and for
general corporate purposes.

The senior notes to be offered have not been registered under the
Securities Act of 1933 and may not be offered or sold in the
United States absent registration or an applicable exemption from
registration requirements.  This press release shall not
constitute an offer to sell or a solicitation of an offer to buy
such notes and is issued pursuant to Rule 135c under the
Securities Act of 1933.

                       About R.H. Donnelley

R.H. Donnelley is a leading yellow pages publisher and directional
media company.  Directional media is where consumers go to find
who sells the goods and services they are ready to purchase.  R.H.
Donnelley publishes approximately 260 directories under the Sprint
Yellow Pages(R) brand in 18 states, with major markets including
Las Vegas, Orlando, and Lee County, Florida.  The Company also
offers online city guides and search web sites in these major
markets under the Best Red Yellow Pages brand at
http://www.bestredyp.com/In addition, R.H. Donnelley also
publishes 129 SBC directories under the SBC(R) Yellow Pages brand
in Illinois and Northwest Indiana.  R.H. Donnelley serves more
than 260,000 local and national advertisers.  For more
information, visit R.H. Donnelley at http://www.rhd.com/

                         *     *     *

As reported in the Troubled Company Reporter on August 12, 2004,
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit ratings on R.H. Donnelley Corp. and its operating
subsidiary, R.H. Donnelley Inc., as well as RHDI's 'B+'
subordinated debt rating.  In addition, Standard & Poor's placed
its 'B+' senior unsecured debt rating on RHDI on CreditWatch with
positive implications.  The outlook is stable.

The ratings affirmations follow RHD's agreement to acquire SBC
Communications Inc.'s directory publishing business in Illinois
and northwest Indiana, including SBC's 50% interest in the DonTech
partnership, for $1.42 billion in cash or about 8.3x acquired 2004
EBITDA.  The purchase price is after the settlement of a
$30 million liquidation preference related to DonTech, which is an
existing partnership between SBC and RHD for local sales into the
Illinois and northwest Indiana SBC yellow pages.  The acquisition
will be financed with an amendment and increase in RHD's existing
credit facilities.  The transaction is expected to close in the
2004 third quarter, subject to regulatory approval and certain
closing conditions.  RHD is expected to have about $3.4 billion of
debt outstanding following the acquisition.

The CreditWatch listing of RHDI's $325 million 8.875% senior notes
due 2010 reflects the plan that this debt will be secured ratably
with the senior secured credit facilities in connection with the
transaction.  This rating will be raised to 'BB' and removed from
CreditWatch when the SBC acquisition is completed.


RICHTREE INC: Under CCAA Protection Until January 31
----------------------------------------------------
Richtree, Inc., (TSX:MOO.SV.B) and its operating subsidiary,
Richtree Markets, Inc., reported that on January 7, 2005, the
Ontario Superior Court of Justice has extended the protection
period granted to Richtree under the Companies' Creditors
Arrangement Act from January 7, 2005 to January 31, 2005.

The Court also authorized Richtree to enter into a further
extension from January 7, 2005 to January 31, 2005 of the debtor-
in-possession term sheet originally dated October 18, 2004,
between Richtree and Catalyst Fund General Partner I, Inc.  The
maximum amount available to the Corporation under the DIP term
sheet is $3.0 million.   Richtree is continuing in discussions
with Catalyst with respect to the next steps in the Corporation's
CCAA restructuring process and Catalyst has agreed to the further
extensions of the CCAA protection period and the DIP financing to
January 31, 2005, in order that during this period certain
restructuring alternatives can be further examined.

Colin T. West, President and CEO of Richtree, noted "the continued
consideration of restructuring alternatives and the extension of
the CCAA protection period are in the best interests of Richtree's
stakeholders having an economic interest in its operations,
including, in particular, Richtree's employees."  Richtree
operates its market-concept restaurants in Ontario and Quebec.

The Court also approved the activities of PricewaterhouseCoopers
Inc., in its capacity as monitor of Richtree, as set out in the
third report of the Monitor to the Court dated Dec. 15, 2004, and
the fourth report of the Monitor to the Court dated Jan. 5, 2005.

Richtree again confirmed its view that the shareholders of
Richtree, Inc., are unlikely to recover any value for their Class
B Subordinate Voting shares (MOO.SV.B) from the Richtree
restructuring process and therefore do not likely have any
continuing economic interest in Richtree.

Richtree, Inc., is the holder of exclusive master franchise rights
from M"venpick Group of Switzerland to operate and sub-franchise
M"venpick March, and Marchelino restaurants in Canada and the
United States and to operate M"venpick restaurants in Canada.  The
Company owns and operates 4 March, restaurants, 6 Marchelino
restaurants, 2 Take-me! March, outlets and 4 M"venpick restaurants
in Toronto, Ottawa, Montreal and Boston.  In addition, the Company
operates 12 Take-me! March, outlets in a joint venture with
Loblaws.


ROGERS COMMS: Reports Subscriber Results for 2004 Fourth Quarter
----------------------------------------------------------------
Rogers Communications, Inc., (TSX: RCI; NYSE: RG) reported
selected preliminary fourth quarter 2004 subscriber results for
its wireless and cable operations.

"Rogers ended 2004 with strong quarterly wireless and cable
subscriber results, reflecting our continued success in delivering
innovation, convenience and value for our customers and the
execution of our recent strategic initiatives," said Ted Rogers,
President and CEO of Rogers Communications.  "The markets for
wireless, cable and high-speed Internet services have continued to
be robust, and as we enter 2005, our focus will remain on the
disciplined execution of our strategy of profitable growth, the
integration of our recently acquired wireless assets and the
continued deployment of unique and innovative products that add
value to our customers' lives."


                                      --------------------------------------
-
    WIRELESS                               Three Months Ended December 31,
    ------------------------------------------------------------------------
-
    (Subscriber statistics in
     thousands except churn)              2004      2003       Chg     % Chg
    ------------------------------------------------------------------------
-

    Postpaid Voice and Data
    -----------------------
    Gross additions (1)                  397.4     338.4      59.0      17.4
    Net additions (1)(2)                 185.8     166.2      19.6      11.8
    Acquisition of Microcell (3)         752.0       -       752.0       -
    Total postpaid retail
     subscribers (2)(4)
    Churn (%)(2)                         1.89%     1.99%   (0.10%)     (5.0)

    Prepaid
    -------
    Gross additions (1)                  126.7      67.4      59.3      88.0
    Net additions (1)(5)                  58.9       6.4      52.5       -
    Acquisition of Microcell (3)         541.8       -       541.8       -
    Adjustment to subscriber base (6)
    Total prepaid retail subscribers
    Churn (%)(5)                         2.16%     2.73%   (0.57%)    (20.9)

    Total - Postpaid and Prepaid
    ----------------------------
    Gross additions (1)                  524.1     405.8     118.3      29.2
    Net additions (1)(2)                 244.7     172.6      72.1      41.8
    Acquisition of Microcell (3)       1,293.8       -     1,293.8       -
    Adjustment to subscriber base (6)      -         -         -         -
    Total retail subscribers (2)(4)

    Wholesale subscribers (1) (4)
    ------------------------------------------------------------------------
-

                                      --------------------------------------
-
    WIRELESS                               Twelve Months Ended December 31,
    ------------------------------------------------------------------------
-
    (Subscriber statistics in
     thousands except churn)              2004      2003       Chg     % Chg
    ------------------------------------------------------------------------
-

    Postpaid Voice and Data
    -----------------------
    Gross additions (1)                1,161.5   1,021.5     140.0      13.7
    Net additions (1)(2)                 446.1     400.2      45.9      11.5
    Acquisition of Microcell (3)         752.0       -       752.0       -
    Total postpaid retail
     subscribers (2)(4)                4,184.1   3,029.6   1,154.5      38.1
    Churn (%)(2)                         1.81%     1.88%   (0.07%)     (3.7)

    Prepaid
    -------
    Gross additions (1)                  319.0     257.4      61.6      23.9
    Net additions (1)(5)                  32.5       2.0      30.5       -
    Acquisition of Microcell (3)         541.8       -       541.8       -
    Adjustment to subscriber base (6)      -      (20.9)      20.9       -
    Total prepaid retail subscribers   1,334.1     759.8     574.3      75.6
    Churn (%)(5)                         2.94%     2.82%     0.12%       4.3

    Total - Postpaid and Prepaid
    ----------------------------
    Gross additions (1)                1,480.5   1,278.9     201.6      15.8
    Net additions (1)(2)                 478.6     402.2      76.4      19.0
    Acquisition of Microcell (3)       1,293.8       -     1,293.8       -
    Adjustment to subscriber base (6)      -      (20.9)      20.9       -
    Total retail subscribers (2)(4)    5,518.2   3,789.4   1,728.8      45.6

    Wholesale subscribers (1) (4)         91.2       -        91.2       -
    ------------------------------------------------------------------------
-


                                      --------------------------------------
-
    CABLE                                  Three Months Ended December 31,
    ------------------------------------------------------------------------
-
    (Subscriber statistics
     in thousands)                        2004      2003       Chg     % Chg
    ------------------------------------------------------------------------
-

    Homes passed

    Basic cable subscribers
    Basic cable, net
     additions (losses)                    5.9       8.6     (2.7)       -

    Internet subscribers (7)
    Internet, net additions (7)           57.1      41.3      15.8      38.3

    Digital terminals in service
    Digital terminals, net additions      66.5      50.9      15.6      30.6
    Digital households
    Digital households, net additions     48.4      43.2       5.2      12.0
    ------------------------------------------------------------------------
-

                                      --------------------------------------
-
    CABLE                                  Twelve Months Ended December 31,
    ------------------------------------------------------------------------
-
    (Subscriber statistics
     in thousands)                        2004      2003       Chg     % Chg
    ------------------------------------------------------------------------
-

    Homes passed                       3,291.1   3,215.4      75.7       2.4

    Basic cable subscribers            2,254.6   2,269.4    (14.8)     (0.7)
    Basic cable, net
     additions (losses)                 (14.8)     (0.9)    (13.9)       -

    Internet subscribers (7)             936.6     777.8     158.8      20.4
    Internet, net additions (7)          158.8     149.3       9.5       6.4

    Digital terminals in service         795.7     613.6     182.1      29.7
    Digital terminals, net additions     182.1     157.5      24.6      15.6
    Digital households                   675.4     535.3     140.1      26.2
    Digital households, net additions    140.1     133.8       6.3       4.7
    ------------------------------------------------------------------------
-

    (1) Subscriber activity includes Microcell beginning November 9, 2004.
    (2) Effective December 1, 2004, voluntarily deactivating subscribers are
        required to continue billing and service for 30 days from the date
        termination is requested, consistent with the subscriber agreement
        terms and conditions, resulting in approximately 15,900 additional
        net postpaid subscribers being included in the quarter.
    (3) Microcell subscriber base upon closing of acquisition on
        November 9, 2004.
    (4) Effective at the beginning of fourth quarter 2004, wholesale
        subscribers are reported separately under 'wholesale'. Accordingly,
        approximately 43,600 Rogers Wireless wholesale subscribers were
        reclassified from the postpaid subscriber base to the 'wholesale'
        category.
    (5) Effective November 9, 2004, the deactivation of prepaid subscribers
        acquired from Microcell are recognized after 180 days of no usage to
        conform to the Rogers Wireless prepaid churn definition.
    (6) In 2003, we determined that subscribers who only had non-revenue
        usage should not have been included in the prepaid subscriber base
        and, as such, made an adjustment to the second quarter of 2003
        opening prepaid subscriber base.
    (7) Effective in the third quarter of 2004, the reporting of Internet
        subscribers was modified to include only those subscribers with
        service installed, operating and on billing and to exclude those
        subscribers who have subscribed to the service but installation of
        the service was still pending. Prior period results for Internet
        subscribers and net additions have been conformed to this current
        presentation.

Rogers Communications expects to release fourth quarter 2004
financial and operating results on or about February 9, 2005.

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

                         *     *     *

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


SECURITIZED ASSET: Moody's Places Ba1 Rating on Class B-4 Certs.
----------------------------------------------------------------
Moody's Investors Service has assigned a rating of Aaa to the
senior certificates issued by Securitized Asset Backed Receivables
LLC Trust 2004-NC3 and ratings ranging from Aa2 to Ba1 to the
mezzanine and subordinate certificates in the deal.

The securitization is backed by New Century originated
adjustable-rate (100%) sub-prime mortgage loans with interest only
feature.  The ratings are based primarily on the credit quality of
the loans, past performance of hybrid adjustable-rate collateral
from this originator, and on the protection from subordination,
overcollateralization -- OC, and excess spread.  The credit
enhancement requirements reflect some benefit for due diligence
performed on the collateral.  The loans backing this deal are of
better than average quality relative to the industry's sub-prime
mortgage pools and in line with previous securitizations of this
type of collateral by this issuer.

Litton Loan Servicing LP will service the loans.  Moody's has
assigned its top servicer quality rating (SQ1) to Litton for
primary servicing of subprime loans.

The complete rating actions are:

Issuer: Securitized Asset Backed Receivables LLC Trust 2004-NC3

Securities: Mortgage Pass-Through Certificates, Series 2004-NC3

   * Class A-1, rated Aaa
   * Class A-2, rated Aaa
   * Class M-1, rated Aa2
   * Class M-2, rated A2
   * Class M-3, rated A3
   * Class B-1, rated Baa1
   * Class B-2, rated Baa2
   * Class B-3, rated Baa3
   * Class B-4, rated Ba1


SOLUTIA: CPFilms Wants to Enter into 3M Global Supply Agreement
----------------------------------------------------------------
Minnesota Mining and Manufacturing Corporation is CPFilms, Inc.'s
second largest customer.  CPFilms is one of Solutia Inc.'s debtor-
affiliate.  Historically, CPFilms and 3M have entered into a
number of separate purchase agreements each governing a specific
product and containing their own terms and conditions.

CPFilms has determined that entering into one global supply
agreement that sets forth uniform terms for purchases, which would
then be supplemented with specific subcontracts would be
beneficial to its business.  In addition, 3M has indicated that
the existence of a global supply agreement could grant CPFilms
greater access to future sales to 3M because many of 3M's sites
will only do business with a supplier that has entered into a
global supply agreement.  Moreover, under the terms of one or more
of the specific Subcontracts, to permit CPFilms to manufacture
product under the Master Agreement and the Subcontracts, 3M may
license its technology to CPFilms, permit CPFilms to utilize 3M
equipment at CPFilms' facilities and provide CPFilms with 3M
tooling, parts and materials to be maintained at CPFilms'
facilities.

Therefore, CPFilms has decided to enter into a Master Agreement
with 3M.  The Master Agreement establishes a business relationship
in which 3M may request that CPFilms produce, package, process or
store certain products for 3M at agreed-on pricing and in
accordance with 3M's packaging and product specifications and
other written instructions.  When CPFilms and 3M identify certain
Products that a specific 3M business unit will purchase from
CPFilms on a recurring basis, the parties will enter into an
exhibit to the Master Agreement that will describe those Products,
their prices, and any Subcontract variations from the Master
Agreement.  In addition, 3M will order Products and CPFilms will
accept orders, by issuing an individual purchase order or a
release from a blanket purchase order.  The terms of the Master
Agreement will also apply to those purchase orders.

Although the specific prices for products will be as set forth in
a Subcontract or purchase order, the Master Agreement provides a
mechanism for price adjustments.  If CPFilms and 3M cannot agree
on any Product's price adjustment, an independent auditor may be
hired, at 3M's expense, to review CPFilms' records and determine
the appropriate price change.

M. Natasha Labovitz, Esq., at Gibson, Dunn & Crutcher LLP, in New
York, relates that the Master Agreement neither obligates CPFilms
to sell nor obligates 3M to purchase any Products not specifically
set forth in a Subcontract or purchase order.  CPFilms anticipates
that it will enter into number of Subcontracts and purchase orders
governing the supply of Products in the ordinary course of its
business.  If the entry of any Subcontract or purchase order is
outside of the ordinary course of its business, CPFilms will file
a separate motion with the Court seeking permission to enter into
the Subcontract or purchase order.

CPFilms asks the Court to approve its entry into the Master
Agreement.

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)


STATE VOLUNTEER: S&P Cuts Credit & Fin'l Strength Ratings to BBpi
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
and financial strength ratings on State Volunteer Mutual Insurance
Co. -- SVMI -- to 'BBpi' from 'BBBpi'.

"The downgrade reflects the company's weak operating performance
and very high product-line and geographical concentrations,
partially offset by its extremely strong capitalization,"
explained Standard & Poor's credit analyst Terence Tan.

Based in Brentwood, Tennessee, SVMI writes medical malpractice
insurance.  The company, which commenced operations in 1976, is
100%-owned by its policyholders and operates principally in
Tennessee.  It is governed by a board of 18 persons, the great
majority of whom are physicians.  In 2003, the company entered
into a three-year aggregate stop-loss reinsurance agreement
effective Jan. 1, 2003.  The agreement is with General Cologne
Reinsurance Co. Ltd. (Dublin), a subsidiary of the General
Reinsurance Group, which is part of the Berkshire Hathaway group
of companies.  Under the terms of this agreement, the company
cedes 25.95% of its net earned premiums and losses in excess of a
specified attachment point to the reinsurer.

The company is rated on a stand-alone basis.

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


SUNRISE SENIOR: Raises $24.6 Million in Trust Units Offering
------------------------------------------------------------
Sunrise Senior Living Real Estate Investment Trust (TSX: SZR.UN)
reported that in connection with its initial public offering, the
underwriters have exercised their option to purchase an additional
2.46 million trust units at $10 per unit to cover over-allotments.

As a result of the exercise and closing of the over-allotment
option, Sunrise REIT raised gross proceeds of $24.6 million.  This
is in addition to the $246 million gross proceeds raised upon the
initial closing of the offering on December 23, 2004, which was
underwritten by a syndicate of underwriters led by TD Securities
Inc. and Scotia Capital, Inc., and including RBC Capital Markets,
BMO Nesbitt Burns, Inc., CIBC World Markets, Inc., National Bank
Financial, Inc., and Canaccord Capital Corporation.  Sunrise REIT
now has 27,086,719 trust units issued and outstanding.

The net proceeds received from the closing of the over-allotment
option will be used indirectly by Sunrise REIT to repay existing
indebtedness and for general purposes.

Sunrise REIT was formed to indirectly acquire, own and invest in
income-producing senior living communities located in major
metropolitan markets and their surrounding suburban areas in
Canada and the United States.  The REIT will also indirectly
acquire interests in newly developed senior living communities
through long-term development and financing arrangements with
Sunrise Senior Living, Inc.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 19, 2003,
Standard & Poor's Ratings Services raised its corporate credit
rating on assisted living and senior housing facility operator
Sunrise Senior Living, Inc., to 'BB-' from 'B+', and the
subordinated debt rating on the company to 'B' from 'B-'.  The
outlook is stable.


TEXAS DOCKS: Wants to Employ Harrell Browning as Counsel
--------------------------------------------------------
Texas Docks & Rail Company Ltd. and its debtor-affiliate seek
permission from the U.S. Bankruptcy Court for the Southern
District of Texas, Corpus Christi Division, to retain Harrell Z.
Browning, Esq., as its counsel.

Mr. Browning will:

     a) advise and consult with the Debtors concerning legal
        questions which may arise in the administration and
        reorganization of the Debtors' estate;

     b) provide legal services to the Debtors regarding the sale
        of assets outside the ordinary course of business;

     c) assist the Debtors in obtaining confirmation and
        consummation of a plan of reorganization;

     d) assist the Debtors in preserving and protecting the
        property of the estates, including prosecution of
        litigation;

     e) investigate and prosecute preference, fraudulent transfer
        and other actions arising under the Debtors' avoidance
        powers, and any causes of action arising under state law;

     f) prepare pleadings, motions, answers, notices, orders and
        reports that are required for the orderly administration
        of the Debtors' estates; and

     g) perform any and all other legal services for the Debtors
        that are necessary and appropriate to faithfully discharge
        their duties as debtors-in-possession.

Mr. Browning will charge the Debtors for his professional services
at his customary hourly rate of $325.  The Debtor paid Mr.
Browning a $20,000 retainer.

Mr. Browning believes that he is "disinterested" within the
meaning of Section 101(14) of the Bankruptcy Code.

Headquartered in Corpus Christi, Texas, Texas Docks & Rail Ltd. --
http://www.texdockrail.com/-- is a marine terminal operator and
stevedore for ports of Corpus Christi and South Texas.  The
Company and its debtor-affiliate filed for chapter 11 protection
on Jan. 7, 2005 (Bankr. S.D. Tex. Case No. 05-20047).  When the
Debtor filed for protection from its creditors, it listed
$38,097,085 in total assets and $20,435,639 in total debts.


THORNBURG MORTGAGE: Moody's Rates Classes B-4 & B-5 at Low-B
------------------------------------------------------------
Moody's Investors Service has assigned a Aaa rating to the senior
certificates issued by Thornburg Mortgage Security Trust 2004-4.
Moody's also assigned ratings of Aa2 through B2 to the subordinate
certificates of the same transaction.

Tamara Zaliznyak, a Moody's analyst, said the ratings are based on
the credit support provided through subordination, the integrity
of the cash flows, and the legal structure of the transaction.

The securitization is backed by prime quality hybrid and
adjustable-rate jumbo mortgage loans, which were mostly originated
or acquired by Thornburg Mortgage Home Loans, Inc in accordance
with their underwriting guidelines.  The credit quality of the
loan pool is in line with the resent Thornburg securitizations.
The pool has weighted average FICO score of 741 and weighted
average LTV of 68%.  The average loan balance is approximately
$518,058.

Thornburg Mortgage Home Loans and First Republic Bank will service
approximately 95.46% of the loans and Wells Fargo Bank, N.A. will
act as master servicer.

The complete rating actions are as follows:

           Thornburg Mortgage Securities Trust 2004-4
     Mortgage Loan Pass-Through Certificates, Series 2004-4

   * $354,186,000 Class I-A , rated Aaa
   * Interest Only Class I-AX , rated Aaa
   * $221,244,000 Class II-A , rated Aaa
   * Interest Only Class II-AX , rated Aaa
   * $295,636,000 Class III-A , rated Aaa
   * Interest Only Class III-AX , rated Aaa
   * $87,680,000 Class IV-A , rated Aaa
   * Interest Only Class IV AX , rated Aaa
   * $139,057,000 Class V-A , rated Aaa
   * Interest Only Class V AX , rated Aaa
   * $50 Class R-I , rated Aaa
   * $50 Class R-II , rated Aaa
   * $14,168,000 Class B-1 , rated Aa2
   * $9,068,000 Class B-2 , rated A2
   * $5,101,000 Class B-3 , rated Baa2
   * $2,267,000 Class B-4 , rated Ba2
   * $1,700,000 Class B-5 , rated B2


TORCH OFFSHORE: Taps King & Spalding as Bankruptcy Co-Counsel
-------------------------------------------------------------
Torch Offshore, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Louisiana for
permission to employ King & Spalding LLP as their general
bankruptcy co-counsel.

King & Spalding is expected to:

   a) provide legal advice to the Debtors with respect to their
      powers and duties as debtors in possession in the continued
      management and operation of their businesses and properties;

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

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

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

        (ii) the defense of any action commenced against the
             Debtors, and

       (iii) negotiations concerning litigation in which the
             Debtors are involved and objections to claims
             filed against the Debtors' estates;

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

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

   f) appear before the Court to protect the interests of the
      Debtors; and

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

Lawrence A. Larose, Esq., a Member at King & Spalding, is the lead
attorney for the Debtors.  Mr. Larose discloses that the Firm
received a $150,000 retainer.  Mr. Larose will bill the Debtors
$625 per hour for his services.

Mr. Larose reports King & Spalding's professionals bill:

    Professional          Designation     Hourly Rate
    ------------          -----------     -----------
    George B. South       Counsel            $605
    Gary A. Saunders      Counsel             515

Mr. Larose reports King & Spalding's other professionals bill:

    Designation     Hourly Rate
    -----------     -----------
    Attorneys       $225 - 650
    Paralegals       150 - 170

King & Spalding assures the Court that it does not represent any
interest adverse to the Debtors or their estates.

Headquartered in Gretna, Louisiana, Torch Offshore, Inc., provides
integrated pipeline installation, sub-sea 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: Wants Until Feb. 21 to File Bankruptcy Schedules
----------------------------------------------------------------
Torch Offshore, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Louisiana for more
time to file their Schedules of Assets And Liabilities, Statement
Of Financial Affairs, Schedules Of Current Income And
Expenditures, And Schedules Of Executory Contracts and Unexpired
Leases.  The Debtor wants until February 21, 2005, to file those
documents.

The Debtors give the Court three reasons militating in favor for
an extension to file their bankruptcy schedules:

   a) the complexity and diversity of the Debtors' business
      operations and limited manpower will make them unable to
      complete and file their Schedules and Statement within 15
      days after the Petition Date as required by Bankruptcy Rule
      1007(c);

   b) the Debtors must compile information from books, records and
      documents relating to a multitude of transactions at two
      locations in the U.S. and with respect to a number of
      different vessels; and

   c) since the Petition Date, the Debtors' time and resources
      have been focused on obtaining financing of their ongoing
      business operations and addressing operations and employee
      related issues in relation with their chapter 11 cases.

The Debtors assure the Court that the requested extension will
give them more time in working diligently with their professional
advisors and other employees in expediting the preparation and
completion of their Schedules and Statements.

Headquartered in Gretna, Louisiana, Torch Offshore, Inc., provides
integrated pipeline installation, sub-sea 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., and Lawrence A. Larose, Esq., at King &
Spalding LLP 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.


UAL CORP: Asks Court to Bless Deal with Flight Controllers Union
----------------------------------------------------------------
UAL Corporation and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Northern District of Illinois for authorization to
enter into a Letter Agreement with the dispatchers represented by
the Professional Airline Flight Control Association.

The Debtors have been trying to modify collective bargaining
agreements with their unions for some time.  On November 5, 2004,
the Debtors filed their motion pursuant to Section 1113(c) of the
Bankruptcy Code to reject the PAFCA collective bargaining
agreement, among others.  However, the Debtors have repeatedly
stated that consensual agreements with the unions are preferable.
Also, on November 5, the Debtors presented their unions,
including the PAFCA, with opening proposals to modify the
collective bargaining agreements.  Since that time, the Debtors
have engaged in intense discussions with the PAFCA's negotiating
committee to agree on a contract that would achieve the needed
cost reductions, while avoiding Section 1113(c) relief against
the PAFCA.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, in Chicago,
Illinois, reports that the bargaining process was ultimately
successful.  Dispatcher pay rates will be reduced by 5.2%,
effective January 1, 2005.  Monthly rates will be reduced by an
additional 1.6% for January through June 2005.  Following the
expiration of the temporary reduction, dispatcher wage rates will
not increase again until 2006.

If the Debtors seek to terminate the United Airlines Management,
Administrative and Public Contact Defined Benefit Pension Plan,
which governs the PAFCA pension, the PAFCA will waive any claims
that the termination violates its collective bargaining
agreement.  The PAFCA will not oppose the Debtors' termination
efforts.  If the Plan is terminated, the Debtors will make an
additional monthly contribution to the PAFCA's defined
contribution plan equal to 5% of dispatcher compensation.

The PAFCA will share in the Debtors' recovery.  The PAFCA's
members will be rewarded through a profit-sharing program if the
Debtors' results exceed specified profit margins.  Under any plan
of reorganization proposed by the Debtors, the PAFCA will receive
$400,000 in Convertible Notes and percentage distributions of
equity or other consideration provided to general unsecured
creditors.  The Debtors will also reimburse the PAFCA for certain
reasonable fees and expenses.  This will motivate the Debtors'
dispatchers to provide high quality service while restructuring
imperatives continue.

If the PAFCA Letter Agreement is terminated, the PAFCA will be
entitled to an allowed administrative expense under Section
503(b) equal to the cash savings provided to the Debtors from the
Effective Date through termination.  The PAFCA will not be
entitled to the claim if its pension is maintained.

Mr. Sprayregen says the Court should approve the PAFCA Letter
Agreement.  The terms were reached after careful deliberation and
extensive, intense and complex negotiations.  The modifications
equitably address the financial, transformational and labor
relations imperatives facing the Debtors in a cooperative manner.
The PAFCA Letter Agreement will help the Debtors achieve near-
term earnings improvements, satisfy DIP financing covenants,
obtain exit financing and cope with the current difficult airline
industry environment.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier. The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts. When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts. (United Airlines
Bankruptcy News, Issue No.72; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORPORATION: Wells Fargo Holds Allowed $4.1 Million Claim
-------------------------------------------------------------
Wells Fargo Bank is Security Trustee, acting on behalf of UFJ
Bank Limited, New York Branch, as Lender to a Leveraged Lease.
The Leveraged Lease finances a Boeing 777-222 aircraft with Tail
No. N775UA.  Wells Fargo filed Claim No. 36512 in an unliquidated
amount against UAL Corporation and its debtor-affiliates.  As a
result of negotiations, the parties have agreed to resolve matters
relating to the Claim.

The Claim will be amended and replaced by a Participation
Agreement, which provides for an aggregate Claim amount of
$4,100,000.  Judge Wedoff has approved the Stipulation.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier. The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts. When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts. (United Airlines
Bankruptcy News, Issue No. 71; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


ULTIMATE ELECTRONICS: Files for Chapter 11 Protection in Delaware
-----------------------------------------------------------------
Ultimate Electronics, Inc., (Nasdaq: ULTEE) voluntarily filed to
reorganize under Chapter 11 of the U.S. Bankruptcy Code in order
to provide it with the necessary time to complete an operational
and financial restructuring.

The Company also entered into a Stock Purchase Agreement with Mark
Wattles Enterprises, LLC, to purchase 6.85 million shares of
Company common stock for $4.4 million and a two-year Option
Agreement with Wattles to purchase 1.85 million shares of Company
common stock for $1.2 million.  The Company has received a
commitment for up to $113 million in debtor-in-possession from
Wells Fargo Retail Finance and $5.6 million in
debtor-in-possession financing from Wattles.

The Company said the filing in U.S. Bankruptcy Court for the
District of Delaware will allow it to continue business operations
while the Company works with Mr. Wattles to formulate the
restructuring plan.  The postpetition financing, which is subject
to Bankruptcy Court approval, is expected to provide the Company
with funding to support its post-petition trade and employee
obligations, as well as the Company's ongoing operating needs
during the restructuring process.

In addition, in support of the transaction, the Company's founder
and Chairman of the Board, William J. Pearse, has entered into a
two-year Option Agreement to sell 1.8 million shares of Company
common stock to Wattles with an exercise price of the lower of
$.65 or the average closing stock price for the five-day period
preceding the date of exercise and a Voting Agreement to allow
Wattles to vote the shares that are subject to the option.
Various Pearse family trusts have also entered into a Voting
Agreement with respect to their shares of Company common stock to
allow Wattles to vote their shares.  Pursuant to the terms of the
Stock Purchase Agreement, all of the Company's directors,
including Mr. Pearse, have resigned from the Company's Board of
Directors effective as of the closing of the transaction, which
occurred earlier today, and Mark J. Wattles has been named the
Chairman of the Board.

"After weighing all available alternatives, we believe this is the
best solution for Ultimate to remain a viable business going
forward," said Dave Workman, Ultimate Electronics' President and
Chief Executive Officer.  "We welcome the significant retail
experience and resources that Mr. Wattles brings to our current
situation.  We look forward to working with him as we position the
company for future profitability."

"As a retailer, I've always admired the Ultimate Electronics and
Soundtrack chains," said Mark J. Wattles, the Company's new
Chairman of the Board.  "I'm excited to be part of this company's
future and am committed to seeing it return to the growth company
it was."

In conjunction with the filing, the Company filed a variety of
"first day motions":

   (1) to support its employees, vendors, customers and other
       stakeholders;

   (2) to obtain interim financing authority and maintain existing
       cash management programs;

   (3) to retain legal, financial and other professionals;

   (4) to support the company's reorganization case; and

   (5) for other relief.

The Company expects that during the restructuring process,
vendors, suppliers and other business partners will be paid under
normal terms for goods and services provided during the
reorganization.

During this process, the Company expects to continue to provide
the same high-quality goods and services as it has in the past.
All stores are currently open and serving customers.  In its first
day motions, the Company has requested authority from the
Bankruptcy Court to continue to honor its customer service
policies, such as returns, exchanges, credits and layaway programs
at each store location.  Further, the Company has requested
authority from the Bankruptcy Court to continue to pay employee
wages and salaries, to offer the same medical, dental, life
insurance, disability and other benefits and to accrue vacation
time without interruption.

Headquartered in Thornton, Colorado, Ultimate Electronics, Inc. --
http://www.ultimateelectronics.com/-- is a specialty retailer of
consumer electronics and home entertainment products located in
the Rocky Mountain, Midwest and Southwest regions of the United
States.  The Company operates 65 stores and focuses on mid- to
high-end audio, video, television and mobile electronics products.
The Company and six affiliates filed for chapter 11 protection on
January 11, 2005 (Bankr. D. Del. Lead Case No: 05-10104).  Gregg
M. Galardi, Esq., & J. Eric Ivester, Esq., at Skadden, Arps,
Slate, Meagher & Flom, LLP, represent the Debtors in their
restructuring efforts.  When they filed for bankruptcy protection,
the Debtors reported assets amounting to $329,106,000 and debts
amounting to $160,590,000.


ULTIMATE ELECTRONICS: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Ultimate Electronics, Inc.
             321 West 84th Avenue, Suite A
             Thornton, Colorado 80260

Bankruptcy Case No.: 05-10104

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                        Case No.
      ------                                        --------
      Fast Trak, Inc.                               05-10106
      Ultimate Intangibles Corporation              05-10108
      Ultimate Leasing Corporation                  05-10109
      Ultimate Electronics Partners Corporation     05-10110
      Ultimate Electronics Leasing LP               05-10112
      Ultimate Electronics Texas LP                 05-10113

Type of Business: The Debtor is a specialty retailer of
                  consumer electronics and home entertainment
                  products located in the Rocky Mountain, Midwest
                  and Southwest regions of the United States.
                  The Company operates 65 stores and focuses on
                  mid- to high-end audio, video, television and
                  mobile electronics products.
                  See http://www.ultimateelectronics.com/

Chapter 11 Petition Date: January 11, 2005

Court: District of Delaware

Judge:  Peter J. Walsh

Debtors' Counsel: Gregg M. Galardi, Esq.
                  J. Eric Ivester, Esq.
                  Skadden, Arps, Slate, Meagher & Flom, LLP
                  One Rodney Square
                  Wilmington, Delaware 19899
                  Tel: (302) 651-3000
                  Fax: (302) 651-3001

Special
Corporate
Counsel:          Hogan & Hartson L.L.P.
                  1200 17th Street, Suite 1500
                  Denver, Colorado 80202

Restructuring
Advisor:          FTI Consulting, Inc.

Consolidated Financial Condition as of October 31, 2004:

    Total Assets: $329,106,000

    Total Debts:  $160,590,000

Consolidated List of Debtor's 30 Largest Unsecured Creditors:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
Monster Cable Products, Inc.     Trade                $6,631,240
455 Valley Drive
Brisbane, California 94005
Attn: Noel Lee
The Head Monster
Phone: (415) 840-2000
Fax: (415) 468-0311

Monster LLC                      Trade                $4,225,091
455 Valley Drive
Brisbane, California 94005
Attn: Noel Lee
The Head Monster
Phone: (415) 840-2000
Fax: (415) 468-0311

Vertis                           Contract             $3,060,801
250 West Pratt Street
Baltimore, Maryland 21201
Attn: Luke Brandonisio,
Corporate, Director of Credit
Phone: (410) 361-8659
Fax: (410) 454-0887

Klipsch, LLC                     Trade                $1,514,030
3502 Woodview Trace, Suite 200
Indianapolis, Indiana 46269
Attn: Nancy Mills
Senior Vice President
Phone: (317) 860-8100
Fax: (317) 860-9178

Denon Electronics                Trade                $1,433,525
19 Chapin Road
P.O. Box 864
Pinebrook, New Jersey 07058
Attn: John Henderson
National Credit
Manager, D&M Holdings US Inc.
Phone: (973) 396-0810
Fax: (973) 396-7455

Sharp Electronics Corporation    Trade                $1,285,838
Sharp Plaza
Mahwah, New Jersey 07430
Attn: Warren V. Ciafardini,
Associate Director of Credit
Phone: (201) 529-8773
Fax: (201) 684-6021

Yamaha Electronics Corporation   Trade                $1,220,726
6660 Orangethorpe Avenue
Buena Park, California 90620
Attn: Aurora Castro,
Senior Regional Credit Manager
Phone: (714) 522-9258
Fax: (714) 522-9961

Winthrop Resources Corporation   Contract             $1,209,253
11100 Wayzatta Boulevard, Suite 800
Minnetonka, Minnesota 55305
Attn: Richard Pieper
Phone: (952) -936-0226
Fax: (952) -936-0201

Sony Electronics, Inc.           Trade                $1,158,927
218 Route 17 North, 4th Floor
Rochelle Park, New Jersey 07662
Attn: Kenneth Frisco
Senior Financial Services Manager
Phone: (201) 599-3506
Fax: (201) 930-7782

Definitive Technology, LLP       Trade                $1,043,555
11433 Cronridge Drive, Suite K
Owings Mills, Maryland 21117
Attn: Sandy Gross, President
Phone (410): 363-7148
Fax: (410) 363-9998

Apple Computer                   Trade                $1,009,474
1 Infinite Loop
Cupertino, California 95014
Attn: Alyssa McBay
Phone: (408) 996-1010
Fax: (408) 974-2113

Infinity Systems, Inc.           Trade                  $922,429
250 Crossways Park Drive
Woodbury, New York 11797
Attn: Chet Simon
Senior Vice President, Finance
Phone: (516) 682-6403
Fax: (516) 682-3502

Audiovox Corporation             Trade                  $817,385
150 Marcus Boulevard
PO Box 18000
Hauppauge, New York 11788
Attn: Loriann Shelton, CFO
Phone: (800) 645-7750
Fax: (631) 434-3995

Funai Corporation                Trade                  $735,779
19900 Van Ness Avenue
Torrence, California 90501
Attn: Augstine Fraga
Credit Manager
Phone: (310) 787-3000 ext. 219
Fax: (310) 320-0634

KEF America, Inc.                Trade                  $633,379
10 Timber Lane
Marlboro, New Jersey 07746
Attn: Alec Chanin, President
Phone: (732) 683-2356
Fax: (732) 683-2358

Alpine Electronics of America    Trade                  $621,058
19145 Gramercy Place
PO Box 2859
Torrance, California 90501
Greg Gaconi
Corporate Credit Manager
Phone: (213) 326-8000
Fax: (310) 782-8127

Pioneer Electronics USA          Trade                  $616,442
2265 East 220th Street
Long Beach, California 90801
Attn: Gary H. Hickman
Vice President Corporate Credit
Phone: (310) 952-2256
Fax: (310) 952-2199

Bose Corporation                 Trade                  $564,551
The Mountain
Framingham, Massachusetts 01701
Attn: Colleen Caldwell
Credit Manager
Phone: (508) 766-9251
Fax: (508) 766-9611

Delphi Product & Service         Trade                  $554,434
1441 West Long Lake Road
Troy, Michigan 48098
Attn: Nancy Carbaugh
Phone: (248) 267-8655
Fax: (248) 267-8877

Philips Consumer Electronics     Trade                  $456,195
64 Perimeter Center East
Atlanta, Georgia 30346
Attn: Jay Tate, Credit Manager
Phone: (770) 821-3205
Fax: (770) 821-3266

Terk Technologies Corporation    Trade                  $451,876
63 Mall Drive
Commack, New York 11725
Attn: Lucille Jupiter
AR Administrator
Phone: (631) 543-1900
Fax: (631) 543-8088

Eastman Kodak                    Trade                  $450,726
343 State Street
Rochester, New York 14650
Attn: Terry Kirkpatrick
Phone: (525) 724-4000
Fax: (585) 724-1089

Omnimount                        Trade                  $399,498
8201 South 48th Street
Phoenix, Arizona 85044
Attn: Claudia Rios
Phone: (480) 829-8000
Fax: (480) 756-9000

Ingram Entertainment             Trade                  $388,445
12600 Southeast Highway 212
Building B
Clackamas, Oregon 97015
Attn: Gene Zimmerman
Regional Vice President
Western Region
Phone: (503) 722-0771 ext. 6992
Fax: (615) 287-4982

Rockford Corporation             Trade                  $381,027
600 South Rockford Drive
Tempe, AZ 85281
Attn: Wayne Erting
Phone: (480) 517-3085
Fax: (480) 966-3983

St Louis Post-Dispatch           Trade                  $376,952
900 North Tucker Boulevard
St. Louis, Missouri 63101
Attn: Ann Kealing
Phone: (314) -340-8462
Fax: (314)-340-3125

Directed Electronics, Inc.       Trade                  $375,355
1 Viper Way
Vista, California 92083
Attn: Merry Steck
Phone: (800) 876-0800 ext 1247
Fax: (760) 599-1355

Kenwood USA Corporation          Trade                  $323,150
2201 East Dominguez Street
Long Beach, California 90810
Attn: Patricia Boyd
Phone: (310) 761-8312
Fax: (310) 669-9850

Thales Navigation                Trade                  $284,612
471 El Camino Real
Santa Clara, California 95050
Attn: Karen Breilien
Phone: (909) 394-6046
Fax: (909) 394-7070

Tomax                            Trade                  $260,174
224 South 200 Street
Salt Lake City, Utah 84101
Attn: Eric Olafson, President
Phone: (801) 990-0909
Fax: (801) 924-3400


US AIRWAYS: Galileo Wants $4 Million Administrative Expense Paid
----------------------------------------------------------------
Galileo International, L.L.C., asks the U.S. Bankruptcy Court for
the Eastern District of Virginia to:

  (a) allow and direct payment of its administrative expense;
      and

  (b) compel US Airways, Inc., and its debtor-affiliates to assume
      or reject their Global Airline Distribution Agreement dated
      December 16, 1993.

Pursuant to the Agreement, the Debtors paid Galileo to display
schedules and fares, build connections, display flight
availability status and provide booking capability.  The Debtors
provided Galileo with complete, timely and accurate data.  Galileo
submitted monthly invoices to the Debtors for charges and other
sums due under the Agreement.

Galileo was allowed to settle its invoices through the Airline
Clearing House, a common practice in the airline industry.  Scott
A. Zuber, Esq., at Pitney Hardin, in Morristown, New Jersey,
explains that the ACH is merely an electronic means of
transferring funds.  An airline that is invoiced through the ACH
may dispute the invoice by completing a Rejection Memo.  The
Rejection Memo explains why the billing is not acceptable, along
with supporting information.  If the parties cannot reach an
agreement, a trier of fact determines the matter.

On the bankruptcy petition date, the Debtors owed Galileo
$4,019,516 for August 2004 and September 1, 2004 through September
11, 2004 services.  On September 12, 2004, the Debtors sought
permission to pay their Critical Vendors, which included Galileo.
Pursuant to the authority granted by the Court, the Debtors paid
Galileo $4,019,516.  Later, Galileo was notified by the ACH that,
nearly two months after payment, the Debtors rejected the invoices
for $4,019,516.  As a result, the ACH set off $4,019,516 against
amounts due by the Debtors to Galileo on account of postpetition
services.  The Debtors' basis for rejection of the invoices was
that the payment was made on account of prepetition services.
Galileo continues to provide the Debtors with postpetition
services.

Mr. Zuber asserts that the rejection of the invoices was "improper
and legally unjustifiable."  The Debtors owe Galileo $4,019,516.
Galileo is entitled to the allowance and payment of an
administrative expense.  The Court should compel the Debtors to
assume or reject the Agreement.  In the alternative, the automatic
stay should be lifted to allow Galileo to terminate the Agreement.
The Debtors have had ample time to make a prudent decision about
Galileo's services.  Uncertainty over the Agreement has left
Galileo in doubt about its status with the Debtors and its future
operations.

Galileo clearly stands to suffer greater hardship, Mr. Zuber says.
Galileo will be forced to perform services for which it has not
been paid $4,019,516 postpetition.  Meanwhile, the Debtors will
continue to enjoy the benefits of Galileo's services.

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)


USGEN: Judge Mannes Approves Skadden Employment as Special Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland gave USGen
New England, Inc., permission to employ Skadden, Arps, Slate,
Meagher, & Flom, LLP, and its affiliated law practice entities as
special regulatory counsel.  Skadden Arps will provide USGen with
legal services solely in connection with litigation pending at the
Federal Energy Regulatory Commission concerning "Locational ICAP"
captioned Devon Power, LLC, Docket No. ER03-563.

Headquartered in Bethesda, Maryland, USGen New England, Inc., an
affiliate of PG&E Generating Energy Group, LLC, owns and operates
several electric generating facilities in New England and
purchases and sells electricity and other energy-related products
at wholesale.  The Debtor filed for Chapter 11 protection on July
8, 2003 (Bankr. D. Md. Case No. 03-30465).  John E. Lucian, Esq.,
Marc E. Richards, Esq., Edward J. LoBello, Esq., and Craig A.
Damast, Esq., at Blank Rome, LLP, represent the Debtor in their
restructuring efforts.  When it sought chapter 11 protection, the
Debtor reported assets amounting to $2,337,446,332 and debts
amounting to $1,249,960,731.


VALOR TELECOM: S&P Puts Low-B Ratings on CreditWatch Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Valor
Telecommunications LLC ('B+' corporate credit rating) -- a rural
local exchange company -- on CreditWatch with positive
implications.  The CreditWatch placement is due to the company's
potential deleveraging efforts resulting from a proposed initial
public offerings, as indicated in a recent Form S-1 filing with
the SEC.   S&P's resolution of the CreditWatch listings will
depend on the ultimate size of the IPO and the capital structure.
In reviewing the company, S&P will assess the impact of the cash
dividend associated with the common stock on free cash flow and
the ability to meet debt maturities and longer-term competitive
pressures.

"The RLEC industry has experienced limited competition to date
because of the demographics of its service area, relatively stable
cash flows, and healthy EBITDA margins in the 50% area," said
Standard & Poor's credit analyst Rosemarie Kalinowski.  "Annual
access line losses, generally in the 2%-3% range, have resulted
from the replacement of second lines with digital subscriber line
-- DSL -- and a slow economic recovery.  However, the replacement
of second lines by DSL results in higher incremental revenue.
Since the majority of the RLECs' network upgrades have been
completed, capital expenditures are not anticipated to be
significant in the near term."


VERITAS DGC: Questerre Files Statement of Claim in Alberta
----------------------------------------------------------
Questerre Energy Corporation (TSX:QEC) filed a statement of claim
against Veritas DGC, Inc., and Veritas Energy Services, Inc.

The claim filed in the Court of Queen's Bench of Alberta relates
to seismic processing services provided by Veritas to Questerre
and its wholly owned subsidiary, Questerre Beaver River Inc.

                     About Questerre Energy

Questerre Energy Corporation is a Calgary-based independent
resource company actively engaged in the exploration for and
development, production and acquisition of large-scale natural gas
projects in Canada.

On April 1, 2004, Questerre Energy's wholly owned subsidiary,
Questerre Beaver River, Inc., applied for and was granted an order
by the Court of Queen's Bench of Alberta providing for creditor
protection under the Companies' Creditors Arrangement Act.

On June 22, 2004, Questerre Energy sought and was granted
protection under the CCAA and was added as a petitioner in
Questerre Beaver's CCAA proceedings.

On August 9, 2004, Questerre Energy filed Plans of Compromise or
Arrangement for Questerre Energy and Questerre Beaver under the
CCAA for the settlement of all outstanding claims.  Pursuant to
the Plans proposed by Questerre Energy and Questerre Beaver,
unsecured creditors would receive either the lesser of the amount
of their claim or $2,000.  Alternatively, unsecured creditors
could elect instead to receive a cash dividend of $0.05 plus one
Common Share of Questerre Energy for each dollar of their claim.
The Common Shares of Questerre Energy would be subject to a
contractual escrow and released in two equal installments on the
four and eight-month anniversary of the date the Plans received
final Court approval.

The Plans were approved by the requisite majority of unsecured
creditors at meetings of creditors of Questerre Beaver and
Questerre Energy held on August 31, 2004.  The Plans were
subsequently sanctioned by the Court of Queen's Bench of Alberta
on September 9, 2004.  A total of $0.56 million in cash and
9,623,012 Common Shares of Questerre Energy were issued on the
implementation of these Plans.  Questerre Energy and Questerre
Beaver subsequently emerged from Court protection on
October 8, 2004.

Veritas DGC Inc., headquartered in Houston, Texas, is a leading
provider of integrated geophysical, geological and reservoir
technologies to the petroleum industry worldwide.

                         *     *     *

As reported in the Troubled Company Reporter on March 2, 2004,
Standard & Poor's Ratings Services affirmed its ratings on Veritas
DGC Inc. (BB+\Negative\--) following the company's announcement
that it will refinance a large portion of its secured debt by
issuing new unsecured convertible notes. The outlook remains
negative.


W.R. GRACE: United States Trustee Objects to Disclosure Statement
-----------------------------------------------------------------
Roberta A. DeAngelis, the Acting United States Trustee for Region
3, complains that:

    (a) The Disclosure Statement filed by W.R. Grace & Co., and
        its debtor-affiliates to explain their chapter 11 Plan
        does not adequately explain and support the proposed
        treatment of asbestos claimants in that it asserts that
        these claimants are unimpaired and will be paid in full
        but does not fully explain the basis on which they can
        conclude that the payments will be fully funded;

    (b) The procedures described in the Disclosure Statement and
        the Plan for objecting to claims after confirmation are
        contrary to law to the extent that they purport to divest
        the U.S. Trustee and other parties of statutory rights to
        object to claims that are provided for under Section 502
        of the Bankruptcy Code or otherwise.  In particular, but
        without limitation, the U.S. Trustee objects to the extent
        that the Debtors seek to preclude the U.S. Trustee or
        other interested parties from objecting to applications
        for final professional compensation as well as
        applications for "substantial contribution" awards or the
        like.  Because final professional fee applications, as
        well as applications for administrative claim awards in
        the nature of substantial contribution awards under
        Section 503(b) of the Bankruptcy Code, may not all be
        filed until after the Plan Effective Date, this provision
        would have the effect of divesting the U.S. Trustee of the
        right and power to review and object to professional fees
        in the case, which the U.S. Trustee enjoys pursuant to
        numerous statutory provisions, including Sections 586
        (a)(3)(A) and (G) of the Judicial Procedures Code, and
        Sections 307 and 502(a) of the Bankruptcy Code;

    (c) The procedures described in the Disclosure Statement and
        in the Plan regarding the disallowance of certain claims
        are contrary to law.  Taken literally, the provision that
        the Confirmation Order "shall constitute an order
        disallowing all Claims (other than Asbestos Claims) to the
        extent such Claims are not allowable under any provision
        of Bankruptcy Code S502" would mean that the mere filing
        of an objection to any claim on the day before
        confirmation would result in the claim being permanently
        disallowed and discharged, without the necessity for
        adjudicating the objection.  This section also appears to
        cut off arbitrarily the rights of holders of claims for
        reimbursement or contribution to have their claims fixed
        and determined under Section 502(e)(2) of the Bankruptcy
        Code;

    (d) The Disclosure Statement proposes a plan that is
        unconfirmable as a matter of law, in that the Plan
        purports to release claims of unsecured creditors and
        interest holders against numerous third parties without
        requiring the express consent of the parties to these
        releases.  Releases of third-party claims cannot be
        accomplished without "the affirmative agreement of the
        creditor affected."  Linking the release to an affirmative
        vote or to a receipt of distributions is not permissible.
        Furthermore, the release appears to be quite overbroad in
        that taken literally, the injunction would bar any claim
        that any creditor has against any party that is released
        under the Plan, including apparently claims having nothing
        to do with the Debtors or the case; and

    (e) The exculpatory provision of the Plan is contrary to law
        in that it is facially overbroad and does not comport with
        Third Circuit authority, because it does not except from
        the exculpation liability for gross negligence or willful
        misconduct.

Headquartered in Columbia, Maryland, W.R. Grace & Co., --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq., at
Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, represent the Debtors in
their restructuring efforts.  (W.R. Grace Bankruptcy News, Issue
No. 77; Bankruptcy Creditors' Service, Inc., 215/945-7000)


WESTERN WIRELESS: S&P Places B- Ratings on CreditWatch Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings for Little
Rock, Arkansas-based diversified telecommunications provider
ALLTEL Corp., including the 'A' long-term and 'A-1' short-term
corporate credit ratings, and related entities on CreditWatch with
negative implications.  At the same time, ratings for Bellevue,
Washington-based regional wireless communications provider Western
Wireless Corp., including the 'B-' corporate credit rating, were
placed on CreditWatch with positive implications.  These actions
follow today's announced agreement by ALLTEL to purchase Western
Wireless in a stock and cash transaction.

Under the terms of the pending merger, ALLTEL will acquire the
stock of Western Wireless for approximately $3.5 billion of stock
and $1.0 billion of cash.  ALLTEL will also assume Western
Wireless' net debt, which is expected to total about $1.5 billion
at closing.  The additional debt could place some incremental
pressures on ALLTEL's credit measures in the near term.

Standard & Poor's will meet with management to discuss their
financing and integration plans for these properties in evaluating
the impact of this transaction on the ratings.  "ALLTEL has been
consistently improving its overall financial profile over the past
few years through a combination of wireless EBITDA growth and debt
pay-downs," noted Standard & Poor's credit analyst Catherine
Cosentino.  "Net free cash flow from operations has provided the
source for the de-leveraging.  As such, any downgrade in the
current ratings of ALLTEL is likely to be limited to one notch."


WESTPOINT STEVENS: Wants to Enter into Mariana & Columbia Leases
----------------------------------------------------------------
As part of their restructuring efforts, WestPoint Stevens, Inc.
and its debtor-affiliates determined it necessary to consolidate
certain of their non-profitable facilities to minimize associated
financial exposure.  Thus, the Debtors have been searching for
suitable office and warehouse space within close proximity of
their Chipley, Florida and Abbeville, Alabama plants to relocate
their operations.

The Debtors seek the United States Bankruptcy Court for the
Southern District of New York's authority to enter into
nonresidential real property leases with:

    (a) Arquette Development Corp. for the lease of a property in
        Mariana, Florida; and

    (b) HouseCalls International for the lease of a property in
        Columbia, Alabama.

                           Marianna Lease

Following an extensive search of the area within close proximity
of their Chipley, Florida plant, the Debtors found a warehouse in
Marianna, Florida located at 3521 Russell Road that is suitable
for their warehousing and distribution requirements.  As the area
surrounding the Debtors' Chipley, Florida plant is relatively
underdeveloped, the Mariana property is the most attractive
available space that can meet the Debtors' unique needs.

After extensive, arm's-length negotiations with Arquette, the
Debtors agreed to the terms of a real property lease.  The
premises subject to the Marianna Lease will consist of a 260,000-
square foot warehouse facility, which the Debtors will convert to
suit their specific needs.  The Marianna Lease will have a term of
three years with monthly rent of $43,333 payable during the first
year and $53,083 thereafter.

                           Columbia Lease

The Debtors also want to relocate certain of their operations to
an area in Alabama within close proximity of their Abbeville
sewing plant.  Following an extensive search and analysis of the
real estate market in the area, the Debtors identified a 42,680-
square foot industrial office building located at 101 Industrial
Parkway in Columbia, Alabama, which is suitable for their needs.

The Debtors engaged in arm's-length negotiations with HouseCalls
on the terms of a real property lease.  The parties agree that the
initial term of the Columbia Lease will be for one year with an
option for three one-year extensions.  The rent under the lease is
$5,500 per month and it will increase by 10% for each renewal
period.

The Debtors believe that the Marianna Lease and the Columbia
Lease will offer them substantial flexibility as they continue to
pursue restructuring alternatives.

Headquartered in West Point, Georgia, WestPoint Stevens, Inc., --
http://www.westpointstevens.com/-- is the #1 US maker of bed
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings.  It makes the Martex,
Utica, Stevens, Lady Pepperell, Grand Patrician, and Vellux
brands, as well as the Martha Stewart bed and bath lines; other
licensed brands include Ralph Lauren, Disney, and Joe Boxer.
Department stores, mass retailers, and bed and bath stores are its
main customers.  (Federated, J.C. Penney, Kmart, Sears, and Target
account for more than half of sales.) It also has nearly 60 outlet
stores.  Chairman and CEO Holcombe Green controls 8% of WestPoint
Stevens.  The Company filed for chapter 11 protection on
June 1, 2003 (Bankr. S.D.N.Y. Case No. 03-13532).  John J.
Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, represents the
Debtors in their restructuring efforts. (WestPoint Bankruptcy
News, Issue No. 36; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


WISTON XIV: U.S. Trustee Will Meet Creditors on February 4
----------------------------------------------------------
The United States Trustee for Region 20 will convene a meeting of
Wiston XIV Limited Partnership's creditors at 9:30 a.m., on
Feb. 4, 2005, at the U.S. Trustee Meeting Room, Roman L. Hruska
Courthouse, 111 South 18th Plaza in Omaha, Nebraska.  This is the
first meeting of creditors required under 11 U.S.C. Sec. 341(a) in
all bankruptcy cases.

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

Headquartered in Stilwell, Kansas, Wiston XIV Limited Partnership
and filed for chapter 11 protection on Jan. 5, 2005 (Bankr. D.
Nebr. Case No. 05-80037).  Robert V. Ginn, Esq., at Brashear &
Ginn represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets between $10 million and $50 million and estimated debts
from $10 million to $50 million.


YUKOS OIL: Fulbright & Jaworski Files Supplemental Disclosure
-------------------------------------------------------------
As previously reported, Yukos Oil Company wants to employ
Fulbright & Jaworski, LLP, as bankruptcy counsel.  The Debtor
selected Fulbright & Jaworski because the firm has substantial
expertise and experience in bankruptcy matters, and will be able
to provide the full range of services the Debtor needs in the
case.

               Fulbright & Jaworski Files Supplement

On January 4, 2005, at the U.S. Trustee's request, Fulbright &
Jaworski supplemented its previous disclosure regarding its
representation of the Debtor in the Chapter 11 case.

A full-text copy of Fulbright & Jaworski's First Supplemental
Disclosure is available for free at:

   http://bankrupt.com/misc/fulbright&jaworski_1stsupplementaldisc.pdf

Headquartered in Houston, Texas, Yukos Oil Company --
http://www.yukos.com/-- is an open joint stock company existing
under the laws of the Russian Federation.  Yukos is involved in
the energy industry substantially through its ownership of its
various subsidiaries, which own or are otherwise entitled to enjoy
certain rights to oil and gas production, refining and marketing
assets.  The Company filed for chapter 11 protection on Dec. 14,
2004 (Bankr. S.D. Tex. Case No. 04-47742).  Zack A. Clement, Esq.,
C. Mark Baker, Esq., Evelyn H. Biery, Esq., John A. Barrett, Esq.,
Johnathan C. Bolton, Esq., R. Andrew Black, Esq., Fulbright &
Jaworski, LLP, represent the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
$12,276,000,000 in total assets and $30,790,000,000 in total
debts.  (Yukos Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


* Navigant Adds Senior Level Professionals to National Practice
---------------------------------------------------------------
Navigant Consulting, Inc. (NYSE:NCI), a specialized independent
consulting firm providing litigation, financial, healthcare,
energy and operational consulting services to government agencies,
legal counsel and large companies facing the challenges of
uncertainty, risk, distress and significant change, reported that
seven new senior professionals have joined the Company's national
Corporate Finance practice.  The new additions, in Navigant
Consulting's New York and Los Angeles offices, strengthen the
Company's service offerings in the areas of financial and
operational restructuring and valuation services.

"The addition of these senior level corporate finance
professionals adds breadth and experience to our practice's core
areas of focus and enhances the level of national service we can
provide our clients," stated Jon Berger, Managing Director of
Navigant Consulting's Corporate Finance practice.  "We continue to
deliver on our goal of strategically placing Corporate Finance
assets where they can help build a dynamic, national practice
rooted in specialized knowledge and deep experience across a
variety of services, including financial and operational
restructuring, middle-market merger and acquisition advisory,
valuation and other core Corporate Finance related services."

The new members of Navigant Consulting's Corporate Finance
national team include:

   -- Frank Conway brings more than 20 years of corporate
      restructuring experience to his role as leader of Navigant
      Consulting's Financial Restructuring team in New York.
      Conway's experience has focused on assisting senior
      executives and board members of troubled and financially
      distressed companies as they seek to improve operating
      performance.  In addition, he has worked with creditor
      constituencies and equity stakeholders to preserve or
      improve enterprise value, restructure existing indebtedness
      and evaluate strategic alternatives.  Conway has led
      numerous national and cross-boarder assignments across a
      variety of industry segments.  Prior to joining Navigant
      Consulting, Conway served as the National Managing Director
      of the Reorganization Services Group for Deloitte.

   -- Ken Simon will lead the firm's Creditor Rights practice in
      New York.  Simon specializes in providing services to
      unsecured creditors' committees and has been a financial
      advisor to hundreds of committees over the past 22 years.
      As a reorganization specialist, Simon is well versed in
      analyzing cash flow projections, business plans and plans of
      reorganization, evaluating the ongoing viability of troubled
      companies and preparing comprehensive financial reports for
      the benefit of creditors' committees.  Prior to joining
      Navigant Consulting, Simon led Deloitte's national Creditor
      Rights practice.

   -- Stephen Jones will lead the Valuation Services team
      nationally and brings more than 20 years experiences in
      consulting with Fortune 500 companies regarding mergers,
      acquisitions, intellectual property and commercial damages.
      His experience valuing intangible assets encompasses
      patents, trademarks, licenses and royalty rates, as well as
      copyrights and trade secrets.  Prior to joining Navigant
      Consulting, Jones led the Valuation Services Group for Kroll
      Zolfo Cooper, and was a member of the Kroll Zolfo Cooper
      Management Committee.

   -- Jim Wilson joins Navigant Consulting from Kroll Zolfo
      Cooper, where he was a Managing Director in the Financial
      Services Group responsible for the Los Angeles market and
      served as the National Technical Director for valuation
      services.  Wilson's expertise includes more than 20 years
      experience in valuation consulting, primarily in the high
      technology, information, telecommunication and biotech
      industries.

   -- Tim Croushore has nearly 20 years of valuation consulting
      experience, with a range of industry expertise including
      retail, entertainment, sports franchises and restaurant
      industries.  Prior to joining Navigant Consulting, Croushore
      was a Partner with Deloitte, where he recently served as the
      National Director of the Entertainment and Sports Valuation
      practice, as well as the Pacific Southwest valuation leader
      for the Restaurant/Consumer Business industry group.

   -- Ben Gonzalez has joined Navigant Consulting as a Director in
      the firm's Financial Restructuring practice in New York.
      Gonzalez has more than 15 years of diverse operating and
      corporate finance experience.  Prior to joining Navigant
      Consulting, Gonzalez was in the reorganization practices at
      Deloitte and Alix Partners.

   -- Jim Peko has joined Navigant Consulting as a Director in the
      Financial Restructuring Practice in New York.  Peko has more
      than 15 years experience in restructuring and corporate
      finance and specializes in assisting clients in evaluating
      strategic alternatives with a focus on financial
      restructuring.  Prior to joining Navigant Consulting, Peko
      served as a Senior Manager in the Reorganization Services
      Group at Deloitte.  He was also in the Corporate Finance
      Group of The Nikko Securities Co., International.

                   About Navigant Consulting

Navigant Consulting, Inc. (NYSE:NCI) is a specialized independent
consulting firm providing litigation, financial, healthcare,
energy and operational consulting services to government agencies,
legal counsel and large companies facing the challenges of
uncertainty, risk, distress and significant change.  The Company
focuses on industries undergoing substantial regulatory or
structural change and on the issues driving these transformations.
"Navigant" is a service mark of Navigant International, Inc.
Navigant Consulting, Inc. (NCI) is not affiliated, associated, or
in any way connected with Navigant International, Inc. and NCI's
use of "Navigant" is made under license from Navigant
International, Inc.   More information about Navigant Consulting
can be found at http://www.navigantconsulting.com/


* Sen. Lawrence Borst Joins Baker & Daniels as Policy Consultant
----------------------------------------------------------------
Long-time Indiana State Sen. Lawrence M. Borst will join Baker &
Daniels as a senior public policy consultant effective Nov. 8,
2004.  Sen. Borst, chairman of the Senate finance committee for
more than three decades, will work with the firm's state
government affairs group to advise clients on issues before the
Indiana General Assembly and other governmental entities.

Sen. Borst, who began his political career in 1961 in precinct and
ward politics, was first elected to the state Senate in 1968,
after serving two years in the Indiana House of Representatives.
His political career has been one of the longest in Indiana
history.

The senator is best known throughout Indiana for his leadership as
chairman of the Senate Finance Committee, a position he held under
five different governors.  He's also the past chairman and a past
member of the Indiana State Budget Committee.

During his tenure in the legislature, Sen. Borst has been
recognized for his role in several major tax-restructuring plans,
the dedication of money from the tobacco settlement for public
health programs and securing a balanced budget requirement for the
state.  He also played a key role in bringing pari-mutuel horse
racing to Indiana, creating the Hoosier Lottery and developing
Unigov, the 1969 legislation that combined much of Marion County
and the City of Indianapolis governments.

"Sen. Borst has a breadth of knowledge and experience with budget
and finance issues that is unsurpassed in the state," said Brian
Burke, firm managing partner.  "Baker & Daniels is fortunate to
have Sen. Borst join our team of professionals.  He will help our
clients understand these issues and develop effective strategies
to present their position on them to the legislature and other
government entities."

During his time in the Indiana General Assembly, Borst represented
District 36, which includes the south side of Marion County and
northern Johnson County.

Because of his success as a legislator, he has received numerous
awards, including being named the National Republication
Legislator of the Year by the National Republican Legislators
Association.  A veterinarian, Borst began practicing veterinary
medicine in Indiana in 1952 and opened the Shelby Street Animal
Clinic in 1958.  He has held various offices in national, state
and local veterinary associations, and was named Veterinarian of
the Year by the Indiana Veterinary Medical Association in 1988.

"I have dedicated my adult life to serving Indiana in two arenas -
practicing veterinary medicine and working for the citizens in my
Senate district," Sen. Borst said.  "I am excited about assuming
this new role and the opportunity to do so at one of the state's
most respected law firms."

Founded in 1863, Baker & Daniels has nearly 400 professionals
serving clients in regional, national and international business
matters from its offices in Washington, D.C., Indiana and China.
For more information, visit http://www.bakerdaniels.com/


* Cadwalader Welcomes Peter Clark as New Litigation Partner
-----------------------------------------------------------
Peter Clark, the former Deputy Chief of the Fraud Section of the
Criminal Division of the US Department of Justice, has joined
Cadwalader, Wickersham & Taft LLP as a partner in its Litigation
Department, resident in the Washington, D.C. office.

Specifically, Mr. Clark joins the firm's nationally and
internationally renowned Business Fraud and Complex Litigation
Group.  H. Lowell Brown, former Assistant General Counsel at
Northrop Grumman Corporation and outside compliance monitor for
several major corporations, Philip Urofsky, former Assistant Chief
of the Fraud Section of the Criminal Division of the US Department
of Justice, and Stephanie J. Meltzer, former Assistant United
States Attorney for the District of Columbia, have also joined the
firm as Special Counsel, resident in the Washington, DC office.

"Peter is an outstanding addition both to our DC office and our
litigation practice with extremely strong credentials," stated
Robert O. Link, Jr., Cadwalader's Chairman.  "He, along with
Lowell, Philip, and Stephanie will continue the successful
expansion of Cadwalader's business fraud practice and litigation
department in our Washington DC office."

"Peter will provide support and greater depth to expand the
already successful compliance and Foreign Corrupt Practices Act
("FCPA") practices of Ray Banoun and Dale Turza," stated Gregory
A. Markel, Chairman of Cadwalader's Litigation Department.  "With
experience in the securities enforcement area and as a highly
regarded prosecutor, he also enjoys a fine reputation in law
enforcement, at the SEC and in corporate circles," Mr. Markel
added.

Mr. Clark stated, "I look forward to working on the same side of
the table with Greg, Ray, Dale, Jim Robinson, Michael Horowitz and
Jonathan Polkes.  This is perhaps the best and most comprehensive
team of litigators in this area today.  I hope to be able to
expand the practice pursuing new fraud and FCPA opportunities
encountered by corporations on a global basis."

"Peter has a worldwide reputation in matters involving compliance
and international fraud generally," stated Raymond Banoun,
Managing Partner of Cadwalader's Washington DC office and Head of
the firm's Business Fraud and Complex Litigation Group.  "He
played an important role in the eventual enactment of the Foreign
Corrupt Practices Act and the creation of the case law in that
area in the United States.  He was also instrumental in the
negotiation and ultimate adoption in 1998 by the OECD of the
Convention on the bribery of public officials, and in the
extensive monitoring program conducted by the OECD Bribery Working
Group" Mr. Banoun added.

"Peter, along with Philip, Stephanie and Lowell each bring
valuable expertise and perspective with them.  They join an
impressive group of partners and special counsel all actively
engaged in this area.  No other firm can boast this breadth of
expertise in such a broad range of complex litigation matters,
white collar criminal actions, corporate governance litigation,
compliance and internal investigations," Mr. Banoun concluded.

Cadwalader's Business Fraud and Complex Litigation Group is
staffed by nationally and internationally recognized leaders in
the field.  The group represents corporations, their boards of
directors, audit committees, and senior officers, law firms,
international bodies and individuals in federal and state
criminal, civil and administrative proceedings and litigation, as
well as in congressional investigations and hearings.  The group
has extensive expertise in the areas of corporate compliance and
governance, having represented major international corporations,
banks, brokerage firms and investment banks.

Mr. Clark served as the Deputy Chief of the Fraud Section of the
Criminal Division of the US Department of Justice since 1991 and
was Senior Litigation Counsel in the Fraud Section between 1987
and 1991.  Prior to 1991, he was Special Counsel in the Division
of Enforcement of the SEC from 1971 to 1979, the last two years of
which he was detailed to the Fraud Section of the US Department of
Justice where he successfully prosecuted the first transnational
bribery cases brought by the Government.

Prior to his service in government, Mr. Clark was with New York's
Hall, Casey, Dickler & Howley, where he worked on securities and
tax litigation matters.  In 1971, he joined the SEC staff at the
request of William Casey, then SEC Chairman.  He is a graduate of
Brown University and the University of Pennsylvania Law School.

Prior to joining Cadwalader in June, 2004, Mr. Brown was in
private practice.  From 1991-2000, he was Assistant General
Counsel at Northrop Grumman Corporation where he headed all
investigations and compliance.  His experience also includes
tenures as an Assistant United States Attorney in Washington, DC;
Assistant General Counsel at the Commodity Futures Trading
Commission; and partner at the law firm Heron, Burchette, Ruckert
& Rothwell in Washington, DC.  Mr. Brown has served as special
outside compliance monitor for the Raytheon Company and other
corporations, and is a Director to Siemens Government Services,
Inc.  He is the author of Bribery in International Commerce, A
Treatise on the FCPA published by Thompson-West.  Mr. Brown
received a B.A. in Economics from Syracuse University in 1969 and
J.D. from Antioch School of Law in 1976.

Mr. Urofsky has served in the Department of Justice since 1992,
first as a Trial Attorney, later as a Special Counsel for
International Litigation, and finally as the Assistant Chief of
the Criminal Division.  Mr. Urofsky successfully litigated several
major FCPA federal money laundering cases, criminal and
administrative appeals stemming from business fraud actions.

In addition to his extensive litigation experience, Mr. Urofsky
has broad ranging knowledge and expertise in international
business fraud issues.  He earned both his B.A. and J.D. from the
University of Virginia, was a member of the Virginia Law Review
and graduated Order of the Coif.  Following law school, he clerked
for the Hon. James M. Sprouse of the United States Court of
Appeals for the Fourth Circuit.

Ms. Meltzer was an associate in the Business Fraud and Complex
Litigation Group at Cadwalader from 1994 until 2000, when she was
appointed as an Assistant United States Attorney for the District
of Columbia where she served with great distinction.  In that
capacity, Ms. Meltzer oversaw and directed fraud related
investigations involving a variety of government agencies,
including the Federal Bureau of Investigation, the Department of
State, the Department of Labor, the Department of the Treasury,
the Postal Inspection Service, the Secret Service, and the
Department of Housing and Urban Development.  Ms. Meltzer earned
her B.A. from the University of Michigan and her J.D., cum laude,
from Tulane Law School, where she was on the editorial board of
the Tulane Law Review.

Cadwalader, Wickersham & Taft, established in 1792, is one of the
world's leading international law firms, with offices in New York,
Charlotte, Washington and London.  Cadwalader serves a diverse
client base, including many of the world's top financial
institutions, undertaking business in more than 50 countries in
six continents.  The firm offers legal expertise in
securitization, structured finance, mergers and acquisitions,
corporate finance, real estate, environmental, insolvency,
litigation, health care, banking, project finance, insurance and
reinsurance, tax, and private client matters.  More information
about Cadwalader can be found at http://www.cadwalader.com/


* Dewey Ballantine Inks 15-Year Lease for New Washington Office
---------------------------------------------------------------
Dewey Ballantine LLP, an international law firm, has signed a 15-
year lease for 90,156 square feet at 975 F Street, N.W. (known as
Carroll Square) in Washington, D.C.  The firm will move from its
current location at 1775 Pennsylvania Avenue N.W. into the newly-
constructed building by January 2007.  As the building's anchor
tenant, Dewey Ballantine will have the opportunity to place its
branding on the exterior of the building.  Real estate brokerage
firms Byrnam Wood, LLC, based in New York City, and West, Lane &
Schlager ONCOR International, based in Washington, D.C.,
negotiated the transaction on behalf of Dewey Ballantine.

Dewey Ballantine has pre-leased a portion of the first floor and
the entire concourse, second and sixth through ninth floors of
Carroll Square.  Located adjacent to St. Patrick's Church in the
heart of Washington's prime East End submarket, the 160,000-
square-foot premier building will preserve the existing facades of
several historic row houses as part of the development of the
overall project.

"The firm's presence in Washington, D.C. has continually grown
since the office first opened in the early 1970s," said Alan
Wolff, International Trade Group head and managing partner of
Dewey Ballantine's Washington, D.C. office.  "As we continue to
expand our practices, which include tax, international trade,
energy and intellectual property, and hire attorneys to service
our global clients, the new office space will provide the
infrastructure to achieve these goals.  Both Byrnam Wood and West,
Lane & Schlager provided exceptional service throughout the lease
negotiation process.  They were responsive and attentive to our
requirements and exhibited flexibility with regards to the lease
agreement terms."

Throughout the past two years, Dewey Ballantine has also
constructed new office space in East Palo Alto, Austin, London,
Milan, Rome and Frankfurt.

Joseph Thanhauser, chairman of Byrnam Wood said, "This lease is
unique in that it provides Dewey Ballantine with tight control of
occupancy costs and excellent flexibility with respect to space
requirements over the long term."

According to Richard Lane, a principal at West, Lane & Schlager
and its law firm specialist, "We are extremely pleased with both
the overall financial package and the expansion capabilities
afforded to Dewey Ballantine in this lease, especially given
Washington, D.C.'s current competitive market environment in which
large blocks of contiguous, Class-A space are extremely limited."

In addition to negotiating the 15-year lease for Dewey Ballantine,
the brokerage team provided extensive preliminary market analysis;
conducted an extensive search of the entire downtown Washington,
D.C. marketplace; performed comprehensive financial analysis; and
negotiated the letter of intent and lease.

                      About Dewey Ballantine

Dewey Ballantine LLP, founded in 1909, is an international law
firm with more than 550 attorneys and locations in New York,
Washington, D.C., Los Angeles, East Palo Alto, Houston, Austin,
London, Warsaw, Frankfurt, Milan, Rome and an associated office in
Prague. Through its network of offices, the firm handles some of
the largest, most complex corporate transactions, litigation and
tax matters in areas such as M&A, private equity, project finance,
corporate finance, corporate reorganization and bankruptcy,
antitrust, intellectual property, sports law, structured finance
and international trade. Industry specializations include energy
and utilities, healthcare, insurance, financial services, media,
consumer and industrial goods, consumer electronics, technology,
telecommunications and transportation.

                        About Byrnam-Wood

New York-based Byrnam Wood, LLC is a global real estate services
firm and a seven-time winner of the Real Estate Board of New
York's annual "Ingenious Deal of the Year" award.

            About West, Lane & Schlager Realty Advisors

Founded in 1996, West, Lane & Schlager Realty Advisors, L.L.C., is
a full-service commercial real estate brokerage firm.  The
independently owned company provides tenant services, landlord
services, investment services, and project management; and
specializes in the representation of law firms, not-for-profit
organizations, and local corporations.  With ten brokers and
annual sales over $160 million, West, Lane & Schlager ranks among
the top brokerage firms in the Washington, D.C., metro area,
according to the Washington Business Journal.  For additional
information about West, Lane & Schlager, visit
http://www.wlsrealty.com/


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
January 19, 2005
   PRACTISING LAW INSTITUTE
      Emerging Issues in Workouts & Bankruptcies
         New York, NY
            Contact: 1-800-260-4PLI; 212-824-5710 or info@pli.edu

February 9, 2005
   NACHMAN HAYS BROWNSTEIN, INC.
      Due Diligence Symposium 2005
         Hilton Woodbridge, Iselin, New Jersey
            Contact: 1-888-622-4297 or info@nhbteam.com

February 10-12, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      10th Annual Rocky Mountain Bankruptcy Conference
         Westin Tabor Center Denver, Colorado
            Contact: 1-703-739-0800 or http://www.abiworld.org/

February 11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Canadian-American Symposium on Cross Border Insolvency Law
         Marriott Eaton Center, Toronto, Ontario
            Contact: 1-703-739-0800 or http://www.abiworld.org/

March 2-3, 2005
   PRACTISING LAW INSTITUTE
      27th Annual Current Developments in Bankruptcy &
      Reorganization
         New York, NY
            Contact: 1-800-260-4PLI; 212-824-5710; or info@pli.edu

March 3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (L.A.)
         The Century Plaza Los Angeles, California
            Contact: 1-703-739-0800 or http://www.abiworld.org/

March 4, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      12th Annual Bankruptcy Battleground West
      Looking Ahead to the Next Bankruptcy Cycle
         The Westin Century Plaza Hotel & Spa Los Angeles, Calif.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

March 9-12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Spring Conference
         JW Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900 or http://www.turnaround.org/

March 10-12, 2005
   AMERICAN BAR ASSOCIATION
      Bench and Bar Bankruptcy Conference
         Washington, DC
            Contact:  800-238-2667-5147 or
                      http://www.abanet.org/jd/bankruptcy/

April 7-8, 2005
   PRACTISING LAW INSTITUTE
      27th Annual Current Developments in Bankruptcy &
      Reorganization
         San Francisco, CA
            Contact: 1-800-260-4PLI; 212-824-5710 or info@pli.edu

April 13, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Mediation in Turnarounds & Bankruptcies
         Milleridge Cottage Long Island, NY
            Contact: 312-578-6900 or http://www.turnaround.org/

April 14-15, 2005
   BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT CONFERENCES
      The Sixth Annual Conference on Healthcare Transactions
      Successful Strategies for Mergers, Acquisitions,
      Divestitures and Restructurings
         The Millennium Knickerbocker Hotel, Chicago
            Contact: 1-800-726-2524; 903-595-3800 or
                     dhenderson@renaissanceamerican.com

April 28, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (East)
         J.W. Marriott Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

April 28- May 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriot, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

May 9, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      New York City Bankruptcy Conference
         Millenium Broadway New York, New York
            Contact: 1-703-739-0800 or http://www.abiworld.org/

May 12-14, 2005
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Washington, D.C.
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org/

May 12-14, 2005
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Santa Fe, NM
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

May 13, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (N.Y.C.)
         Association of the Bar of the City of New York, New York
            Contact: 1-703-739-0800 or http://www.abiworld.org/

May 19-20, 2005
   BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT CONFERENCES
      The Second Annual Conference on Distressed Investing Europe
      Maximizing Profits in the European Distressed Debt Market
         Le Meridien Piccadilly Hotel London UK
            Contact: 1-800-726-2524; 903-595-3800 or
                     dhenderson@renaissanceamerican.com

May 23-26, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Litigation Skills Symposium
         Tulane University Law School New Orleans, Louisiana
            Contact: 1-703-739-0800 or http://www.abiworld.org/

June 2-4, 2005
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities and Bankruptcy
         Omni Hotel, San Francisco
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 9-11, 2005
   ALI-ABA
      Chapter 11 Business Reorganizations
         Charleston, South Carolina
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 16-19, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort Traverse City, Michigan
            Contact: 1-703-739-0800 or http://www.abiworld.org/

June 23-24, 2005
   BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT CONFERENCES
      The Eighth Annual Conference on Corporate Reorganizations
      Successful Strategies for Restructuring Troubled Companies
         The Millennium Knickerbocker Hotel, Chicago
            Contact: 1-800-726-2524; 903-595-3800 or
                     dhenderson@renaissanceamerican.com

July 14 -17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Ocean Edge Resort, Brewster, Massachusetts
         Contact: 1-703-739-0800 or http://www.abiworld.org/

July 27- 30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, S.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 8-11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
      (Including Financial Advisors/Investment Bankers Program)
         The Four Seasons Hotel Las Vegas, Nevada
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 26, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Workshop
         Site to Be Determined London, England
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 7, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Views from the Bench
         Georgetown University Law Center Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 19-23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Annual Convention
         Chicago Hilton & Towers, Chicago
            Contact: 312-578-6900 or http://www.turnaround.org/

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, Texas
            Contact: http://www.ncbj.org/

December 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (West)
         Hyatt Grand Champions Resort Indian Wells, California
            Contact: 1-703-739-0800 or http://www.abiworld.org/

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, Calif.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

March 30 - April 1, 2006
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities, and Bankruptcy
         Scottsdale, AZ
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

April 18-22, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         JW Marriott Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

June 15-18, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort Traverse City, Michigan
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 13-16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Newport Marriott Newport, Rhode Island
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island Amelia Island, Florida
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage Long Island, NY
            Contact: 312-578-6900 or http://www.turnaround.org/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch Scottsdale, Arizona
            Contact: 1-703-739-0800 or http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.


                          *********

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.


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