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      T R O U B L E D   C O M P A N Y   R E P O R T E R

         Thursday, January 20, 2005, Vol. 9, No. 16      

                          Headlines

ABRAXAS PETROLEUM: Subsidiary Files IPO Prospectus in Canada
ACCEPTANCE INSURANCE: Committee Hires McGrath North as Counsel
ACCURIDE CORPORATION: Moody's Junks Proposed Senior Sub. Notes
ADVANCED BIO/CHEM: Equity Deficit Prompts Going Concern Doubt
AERO PLASTICS: Gets Interim Ok to Use Wachovia's Cash Collateral

AIRTRAN AIRWAYS: Moody's Reviewing Ratings & May Downgrade
ALLEGHENY TECH: Expects Strong Fourth Quarter 2004 Results
AMERICAN BANKNOTE: Files Chapter 22 Petition in Delaware
AMERICAN BANKNOTE CORPORATION: Voluntary Chapter 11 Case Summary
AMERICAN BUSINESS: Noteholders File Securities Class Action Suit

APPLIED EXTRUSION: Hires Ogilvy Renault as Canadian Counsel
ATA AIRLINES: Wants Court to Approve Key Employee Retention Plan
BIOPHAGE PHARMA: Hires Bruce Schmidt as Interim CFO
BUILDERS FIRSTSOURCE: S&P Rates $110-Mil Sr. Sec. Facility at B+
BUFFALO MOLDED: Wants Until Apr. 31 to Decide on Leases

CAESARS ENTERTAINMENT: Raises 4th Qtr. & Full Year 2004 Guidance
CASCADES INC: Slates Fourth Quarter Conference Call for Feb. 8
CASCADE NATIONAL: Receivership Prompts S&P to Assign 'R' Rating
CATHOLIC CHURCH: Fr. Johnston Required to Appear in Portland Court
COVANTA ENERGY: Liquidating Trustee's 4th Post-Confirmation Report

COVENTRY HEALTH: Moody's Puts Ba1 Rating on New $950M Unsec. Debts
CRYSTAL US: Refinancing Cues Moody's to Pare Sr. Sec. Ratings
DAN RIVER: Bankruptcy Court Confirms Reorganization Plan
DEVON MOBILE: Trustee Files Financial Information Ending Dec. 27
DOBSON COMMS: Offers to Exchange Cash for Senior Preferred Shares

DTI DENTAL: Names Brenda Edwards Chief Financial Officer
ENDURANCE SPECIALTY: Issuing FY 2004 Financial Results on Feb. 16
ENRON: Indemnification Claims Bar Date Extended Until July 18
EYE CARE: Moody's Junks $300 Million Senior Subordinated Notes
FALCON PRODUCTS: Defaults Under Note Indenture & Sr. Bank Loans

FECTEAU VENTILATION: Voluntary Chapter 11 Case Summary
FEDERAL-MOGUL: Agrees to Extend Bar Date for Environmental Claims
FOREST OIL: Names Cyrus D. Marter as Vice President & Gen. Counsel
FOSTER WHEELER: Takes $76-Mil Charge to Earnings Due to Litigation
GREENMAN TECH: Losses Spur Auditors to Raise Going Concern Doubt

HOLLINGER INT'L: Files 2003 Annual Report & Restates Past Results
HOLLINGER INTERNATIONAL: Pays $227 Million Special Dividend
HUFFY CORP: Court Fixes March 15 as Last Day to File Claims
INLAND FIBER: Debt Acceleration Spurs S&P to Lower Rating to 'D'
INTERSTATE BAKERIES: Court Approves FTI Retention as Advisors

IWO HOLDINGS: Section 341(a) Meeting Slated for Feb. 9
IWO HOLDINGS: Wants to Continue with Ordinary Course Professionals
JAZZ GOLF: Executives Agree to Buy $250K Worth of Common Shares
KMART CORP: Court Says Park Tower's Claim Belongs to SunTrust
KRISPY KREME: Has Until Jan. 24 to File October Quarterly Reports

KRISPY KREME: Stephen Cooper Replaces Scott Livengood as CEO
KRISPY KREME: Systemwide Ave. Weekly Sales Down by 18% from 2003
LIN TV: Soliciting Consents to Amend 8% Senior Notes Indenture
MAYTAG CORP: W.L. Beer & T.A. Briatico Leave Executive Posts
MIRANT CORP: Files Plan of Reorganization & Disclosure Statement

MIRANT CORP: Expands Skadden's Scope of Work as Special Counsel
NATIONAL ENERGY: Bear Sterns Transfers $5-Mil Claim to Contrarian
NOONOO RUG COMPANY: Case Summary & 20 Largest Unsecured Creditors
NORTEL NETWORKS: Subsidiary Completes 2003 Financial Restatements
NORTHWEST ALUMINUM: Judge Dunn Approves Disclosure Statement

NRG ENERGY: Inks Pact to Resolve CSFB Claims Against NRG Finance
OMEGA HEALTHCARE: Increases Common Stock Dividends to $0.20 Each
OWENS CORNING: Two Experts Testify in Asbestos Estimation Hearing
PARMALAT USA: Modifies & Extends CBA with New Jersey Union
PEGASUS SATELLITE: Classifies Claims & Interests in Chap. 11 Plan

PROTECTION ONE: Special Stockholders Meeting Set for Feb. 8
PROTOCALL TECHNOLOGIES: Retains CCRI Corp. for Investor Relations
QUANTEGY INC: Section 341(a) Meeting Slated for Feb. 28
QUANTEGY INC: Hires Espy Metcalf as Bankruptcy Counsel
QUANTEGY INC: Taps Aldridge Borden as Accountants

SELECT MEDICAL: S&P Rates Proposed $880-Mil Sr. Sec. Debt at BB-
SINGING MACHINE: Accountants Raise Going Concern Doubt
SPIEGEL INC: Wants Until May 31 to Decide on Leases
SPORTS ARENA: Independent Auditors Raise Going Concern Doubt
TEXAS DOCKS & RAIL: Jewel Wants Chapter 11 Trustee Appointed

TORCH OFFSHORE: Can Continue Hiring Ordinary Course Professionals
TORCH OFFSHORE: Section 341(a) Meeting Slated for March 1
TRICO MARINE: Court Confirms Prepack Chapter 11 Reorg. Plan
TRICO MARINE: Moody's Withdraws Junks Ratings
UTIX GROUP: Auditors Issue Going Concern Doubt Statement

VIVENDI UNIVERSAL: AMF Issues Notices of Grievance
W.R. GRACE: Longacre Master Says Disclosure Statement Inadequate
WHITING PETROLEUM: Closing $19 Million Property Acquisitions
WILLIAMS CONTROLS: Annual Stockholders' Meeting Set for Feb. 17
WODO LLC: Case Summary & 11 Largest Unsecured Creditors

* Miller Buckfire Names M. Hootnick & D. Savini Managing Directors
* Michael Sfregola Joins Gibson Dunn's Los Angeles Firm as Partner

                          *********

ABRAXAS PETROLEUM: Subsidiary Files IPO Prospectus in Canada
------------------------------------------------------------
Abraxas Petroleum Corporation (AMEX:ABP) reported that Grey Wolf
Exploration Inc., its wholly owned subsidiary in Canada, filed a
preliminary prospectus with the securities regulatory authorities
in each of the provinces of Canada in connection with an initial
public offering of its common shares.

The initial public offering is expected to consist of an offering
by Grey Wolf of its common shares from treasury together with a
secondary offering of Grey Wolf common shares owned by Abraxas.

The net proceeds realized by Grey Wolf will be used to repay its
$35 million term loan and for general corporate purposes.

Net proceeds of the secondary offering, if realized by Abraxas,
will be first applied to its $25 million bridge loan facility and
in the event of excess proceeds, for general corporate purposes,
which could include reducing debt and accelerating its capital
development program in Texas and Wyoming.  In the event the over-
allotment option is exercised in full, Abraxas will not own any
common shares in Grey Wolf.

Grey Wolf intends to apply to list the common shares on the
Toronto Stock Exchange.  Listing will be subject to Grey Wolf
fulfilling all of the listing requirements of the TSX.

The offering is expected to close in late February of 2005.

                        About the Company

Abraxas Petroleum Corporation is a San Antonio-based crude oil and
natural gas exploitation and production company.  The Company
operates in Texas, Wyoming and western Canada.

At September 30, 2004, Abraxas Petroleum Corporation's balance
sheet showed a $76,387,000 total stockholders' deficit, compared
to a $72,203,000 deficit at December 31, 2003.


ACCEPTANCE INSURANCE: Committee Hires McGrath North as Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Acceptance
Insurance Companies, Inc., sought and obtained permission from the
U.S. Bankruptcy Court for the District of Nebraska to retain
McGrath North Mullin & Kratz, PC LLO as its counsel.

McGrath North will:

   a) advise the Committee with respect to its duties and powers;

   b) assist the Committee in consulting with the Debtor in the       
      administration of its chapter 11 case;

   c) assist the Committee in investigating the acts, conduct,
      assets, liabilities and financial condition of the Debtor,
      the operation of the Debtor's business, potential claims and
      any other matters relevant to the case or to the sale of
      assets or confirmation of a plan of reorganization;

   d) assist the Committee in the analysis, negotiation and
      formulation of a plan;

   e) assist the Committee in requesting the appointment of a
      trustee or examiner should such action be deemed necessary;

   f) prepare necessary motions, applications, objections and
      other pleadings as may be appropriate and authorized by the
      Committee and appear in Court to prosecute such pleadings;
      and

   g) perform other legal services as may be necessary.

Robert J. Bothe, Esq., is the lead attorney for the Committee.  
The Firm will bill the Debtor based on its professionals' current
hourly rates:

            Designation            Rate
            -----------            ----
            Members             $144 - $228
            Associates            96 -  126
            Legal Assistants      54 -   72

To the best of the Committee's knowledge, McGrath North 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. Nebr. Case
No. 05-80059).  The Debtor's affiliates -- Acceptance Insurance
Services, Inc., and American Agrisurance, Inc. -- filed chapter 7
petitions (Bankr. D. Nebr. 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.


ACCURIDE CORPORATION: Moody's Junks Proposed Senior Sub. Notes
--------------------------------------------------------------
Moody's Investors Service has assigned B2 ratings to the new first
lien bank credit facilities of Accuride Corporation and Accuride
Canada Inc., and a Caa1 rating to the proposed offering of senior
subordinated notes to be issued under Rule 144a.  Further, the
existing B2 senior implied and B3 senior unsecured issuer ratings
as well as the Caa1 rating for the company's existing issue of
senior subordinated notes due in 2008, have been confirmed.  The
outlook has been revised to positive from stable.  The rating
actions follow from the refinancing plan that Accuride has
announced as part of its acquisition of Transportation
Technologies Industries, Inc. -- TTI, which could incorporate new
equity issuance as indicated in the filing of an S-1 with the SEC.   
Given the potential for the continued favorable performance of the
combined group and the issuance of primary equity to result in
debt reduction, the outlook has been revised to positive from
stable.

Specifically the rating agency assigned these ratings:

   * B2 for Accuride Corporation's $615 million first lien term
     loan

   * B2 for Accuride Corporation's $95 million first lien
     revolving credit

   * B2 for Accuride Canada Inc.'s $30 million first lien
     revolving credit

   * Caa1 for Accuride Corporation's senior subordinated note
     offering

Moody's also confirmed these ratings:

   * Caa1 for Accuride Corporation's existing $189.9 million of
     remaining senior subordinated notes

   * B2 for Accuride Corporation's senior implied rating

   * B3 for Accuride Corporation's senior unsecured issuer rating

Proceeds from the new bank facilities are expected to be used to
refinance the existing bank debt of Accuride and TTI, as well as
TTI's existing senior subordinated note issuance.  Ratings on
these instruments will be withdrawn if the refinancing is
completed and the existing debt is repaid.  Similarly, the net
proceeds from the new Accuride senior subordinated notes are
expected to provide for a redemption of the company's current
senior subordinated notes due in 2008, whereupon the latter's
rating would also be withdrawn.  The new subordinated notes would
be done in accordance with Rule 144A of the Securities Act, and
are currently expected to close concurrent with the completion of
the TTI acquisition and the new first lien facilities.

On December 29, 2004 Moody's affirmed the ratings of Accuride and
TTI in recognition of the planned merger of the two companies.
Accuride's acquisition of TTI will be an all stock transaction but
will trigger refinancing of their respective first and second lien
bank debt and TTI's senior subordinated issue.  The new first lien
facilities total $740 million with $640 million expected to be
drawn at the closing; however, the size of the first lien
facilities could be reduced if the new subordinated notes are
issued concurrent with the acquisition.  Proceeds from these
borrowings plus use of existing Accuride cash will be used to
repay approximately $635 million of existing obligations (includes
accrued interest and pre-payment premiums) and related fees and
expenses.  The new revolving credits will have a stated maturity
of 5 years, and the new term loan will have a stated maturity of
7 years.  However, should Accuride's current issue of senior
subordinated notes (remaining face amount of $189.9 million) not
be fully refinanced by a similar senior subordinated issue with a
maturity at least 366 days beyond the final payment date of the
first lien facilities, the full amount of the first lien
facilities would become due and payable on August 1, 2007.  The
offering by Accuride to issue senior subordinated notes is
intended to address this contingency.  The first lien borrowings
and the planned new issue of senior subordinated notes of Accuride
will continue to be guaranteed by all existing and future domestic
subsidiaries.  The revolving credit of Accuride Canada will be
guaranteed by Accuride Corporation and by the parent's U.S.
subsidiaries.  The first lien debt at Accuride and Accuride Canada
will benefit from priority security interests over all material
assets of their respective borrowers and guarantors.  However,
security interests over shareholdings in non-U.S. subsidiaries
will be limited to 65% of the respective capital stock of such
subsidiaries.

The ratings continue to reflect Accuride's and TTI's established
business positions as suppliers of medium/heavy duty truck and
trailer components and the prospects for improved performance
based on current market trends.  Further, while Moody's believes
the acquisition will not involve material operational synergies,
benefits of the combination will include the higher contribution
level from the more stable aftermarket segment, and the larger
revenue base may enable economies in the areas of SG&A, R&D and
product integration and facilitate broader access to the capital
markets in the future.

However, the ratings continue to recognize:

   (1) the high leverage in the capital structure (initial balance
       sheet debt/estimated adjusted EBITDA for 2004 will be in
       the low 5 times area;

   (2) slightly higher on a total adjusted debt(ex-
       pension)/EBITDAR basis);

   (3) continuing concentration of customers among the limited
       number of principal medium/heavy duty truck and commercial
       trailer manufacturers in N. America;

   (4) the cyclical nature of this industry segment; and

   (5) a weak balance sheet with minimal equity and substantial
       goodwill.

The new capital structure will also involve a significant amount
of variable rate debt.  And, both Accuride and TTI continue with
slightly under funded pension plans.

The positive outlook considers these strengths and challenges, the
favorable demand and revenue prospects in the markets which
Accuride addresses, and the potential impact of material proceeds
from an IPO.  Access to committed back-up facilities should
provide comfortable liquidity through the seasonal working capital
requirements over the next year.  Should improved profitability
and resultant higher cash flow be generated in the expected upward
phase of the current cycle, and combined with the application of a
significant portion of any primary IPO proceeds be used to reduce
leverage, a higher rating may develop.  More specifically,
positive actions may result upon debt/EBITDA approaching 4 times
(with first lien multiples in the range of 3 times) combined with
EBIT margins that can be sustained in the high single digit range.
A negative outlook and rating action could develop if leverage
multiples were to revert towards 6 times, and if EBIT margins
deteriorated towards 8%.

The B2 senior implied rating incorporates the above issues.
Outstanding first lien debt will initially represent approximately
77% of the pro forma debt capital at the closing.  The existing
Accuride senior subordinated issue would represent the balance of
23%. Prior to the acquisition at Sept. 30, 2004, these same
calculations at Accuride would have been 24% and 39% respectively.
Further, with substantial amounts of goodwill, hard asset coverage
of first lien obligations will be less than 100%, and access to
enterprise value may not substantially improve the recovery
scenario.  As a result, the first lien obligations have been
assigned the B2 senior implied rating.  At this rating level, the
existing senior subordinated notes have been confirmed at Caa1,
and the new senior subordinated notes have been assigned a Caa1
rating to reflect their legal subordination and the higher levels
of senior debt in the capital structure ahead of their claims.  
The senior unsecured issuer rating has been confirmed at B3, one
notch below the senior implied.  This reflects its unsecured
nature, and a higher proportional amount of secured debt in the
new balance sheet to which it would be junior, but the continued
benefit of a material amount of subordinated debt beneath it.

Accuride is North America's largest manufacturer and supplier of
wheels for heavy/medium duty trucks and trailers and offers both
steel and forged aluminum products.  It also produces wheels for
buses, commercial light trucks, pick-up trucks, SUVs, and vans.
Its operations are in Kentucky; Ohio; Pennsylvania; Ontario,
Canada; and Monterey, Mexico.

TTI manufacturers truck components for the North American
heavy/medium duty truck industries as well as bus and specialty
vehicles.  Its truck portfolio includes wheel-end components and
assemblies, body and chassis parts, and seating assemblies.  Its
products are marketed under the Gunite, Imperial, Bostrom, Fabco
and Brillon names.


ADVANCED BIO/CHEM: Equity Deficit Prompts Going Concern Doubt
-------------------------------------------------------------
Advanced Bio/Chem, Inc., has suffered recurring losses from
operations and its total liabilities exceed its total assets.  
This raises substantial doubt about the Company's ability to
continue as a going concern.

The Company had a $3,676,849 working capital deficit at June 30,
2004.  The Company also had a $3,517,207 working capital deficit
at September 30, 2004.  These compare to a $1,977,216 working
capital deficit at the fiscal year end, December 31, 2003.  Net
cash provided by operations for the six months ended June 30,
2004, was a negative $324,561, compared to a negative cash flow in
the same period in 2003 of $335,060.  Net cash provided by
operations for the nine months ended September 30, 2004 was a
negative $551,966, compared to a negative cash flow in the same
period in 2003 of $606,990.

The Company obtained funds to operate in the six months ended
June 30, 2004, from the issuance of common stock in the amount of
$275,000 and increased notes payable to shareholders and related
parties of $100,000.

The Company obtained funds to operate in the nine months ended
September 30, 2004, from the issuance of common stock in the
amount of $405,000 and increased notes payable to shareholders and
related parties of $200,000.

In September 2004, the Company offered and sold an aggregate of
1,000,000 shares of its common stock to several accredited
investors for $0.05 per share.  The purchasers in this private
placement represented his or her intention to acquire the
securities for investment only and not with a view toward
distribution.  These securities were not sold through an
underwriter and there were no underwriting discounts or
commissions involved.  These sales and purchases in the private
placement were exempt from registration under the Securities Act
of 1933, as amended and the regulations promulgated thereunder, on
the basis that the private placement did not involve a public
offering.

               Sale to Power3 Medical Products, Inc.

In May 2004, the Company entered into an Asset Purchase Agreement,
between the Company, Power3 Medical Products, Inc., a New York
corporation, and Steven B. Rash and Ira Goldknopf.  The sale was
approved by the Company's shareholders by proxy.  As provided in
the Agreement, the Company sold to Power3 all of the Company's
assets in consideration for 15,000,000 shares of the common stock,
par value $.001 per share, of Power3.  The assets disposed of by
the Company included all tangible personal property, intellectual
property, rights in contracts that the Company is a party to,
along with intangible property, including goodwill.  In
consideration for the benefits that they received by virtue of the
transaction, each of the Shareholders agreed to make the
representations, warranties, and indemnifications in the Agreement
jointly and severally, along with the Company, and each of the
Shareholders agreed to enter into and be bound by a
Non-Competition Agreement and an Employment Agreement containing,
among other things, covenants respecting confidentiality,
non-competition and non-solicitation.  The terms of the Agreement
were determined by arm's-length negotiations between the parties.

                         Auditors Resign

On December 29, 2004, Fitts, Roberts & Co., P.C., informed the
Company that it would not stand for re-election as the Company's
independent auditors.  The Company received certain observations
from Fitts, Roberts & Co., P.C., including, but not limited to:

   (1) the Company lacks specific policies and a procedure guide;

   (2) the separation of duties to support internal controls is
       lacking;

   (3) there is poor documentation and a lack of trained
       accounting staff; and

   (4) the Company has a lack of reconciliation of accounts and
       has a number of audit adjusting journal entries.  

On December 9, 2004, the Company's Board of Directors approved the
retention of Beckstead and Watts, LLP, as the Company's
independent auditors going forward.  There have been no
disagreements with any of the Company's independent auditors to
the knowledge of the Company's Board of Directors.     

Effective December 9, 2004, Advanced Bio/Chem, Inc., the Nevada
corporation, formerly Ciro International, Inc., amended its
Articles of Incorporation to change its name from "Advanced
Bio/Chem, Inc." to "Industrial Enterprises of America, Inc." by
filing a Certificate of Amendment with the Secretary of State of
the State of Nevada.

Also, effective December 9, 2004, the Board of Directors of the
Company adopted the Company's Amended and Restated Bylaws.  The
Board of Directors desired to amend the existing bylaws mainly due
to the fact that such bylaws were adopted by the Company's
predecessor, Mid-Way Medical and Diagnostic Center, Inc., in 1997.


AERO PLASTICS: Gets Interim Ok to Use Wachovia's Cash Collateral
----------------------------------------------------------------
The Honorable Margaret Murphy of the U.S. Bankruptcy Court for the
Northern District of Georgia authorizes Aero Plastics, Inc., on an
interim basis, to use Wachovia Bank's cash collateral.  Wachovia
asserts an interest involving a revolving line of credit note in
the principal amount of $15,250,000 due Dec. 31, 2004, and a CAPEX
line of credit note amounting to $5.5 million due July 1, 2010.

The Debtor requires the use of the cash collateral to avoid
immediate and irreparable harm to its estate.

The Debtor's use of the cash collateral is in accordance with a
60-day budget, which was not disclosed.  

To protect Wachovia's interest, the Debtor will provide a
replacement lien in all property acquired or generated
postpetition to the same extent, priority, kind and nature as the
cash collateral.

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.


AIRTRAN AIRWAYS: Moody's Reviewing Ratings & May Downgrade
----------------------------------------------------------
Moody's Investors Service has placed the ratings of AirTran
Airways, Inc.'s Enhanced Equipment Trust Certificates -- EETC --
under review for possible downgrade.  The review was prompted by a
combination of the diminishing value of the aircraft
collateralizing the company's EETC's (B717 aircraft) and The
Boeing Company's announcement that it has decided to conclude
production of the B717 commercial aircraft in 2006.  No other
ratings assigned to AirTran or its debt are affected by this
review.

Moody's has been contemplating the secondary market values of the
B717 aircraft for some time as the cessation of production of this
particular airplane has been possible given the weak market
acceptance of this aircraft type.  The review will assess the
potential for increased risk to EETC debt holders as a result of
changes in the value of the aircraft collateral.  It will include
a consideration of current market values of the B717 aircraft, the
impact of the cessation of production on those values currently as
well as the impact on the absolute level and the potential for
volatility of values going forward.  The aircraft has been
positively commented upon by many of its users, including AirTran.
But, Moody's notes that worldwide there are only eight airlines
operating approximately 150 B717 aircraft.  Based upon the
significance of any deterioration of collateral values, multiple
downward notching of the ratings may be possible.

Ratings affected by the review:

   -- Class A Certificates rated Baa2
   -- Class B Certificates rated Ba1
   -- Class C Certificates rated B2

AirTran Holdings, Inc., and its subsidiary, AirTran Airways, Inc.,
are headquartered in Orlando, Florida.


ALLEGHENY TECH: Expects Strong Fourth Quarter 2004 Results
----------------------------------------------------------
Allegheny Technologies Incorporated (NYSE:ATI) expects fourth
quarter 2004 earnings to be in the range of $0.32 to $0.37 per
share.  The Company plans to release its fourth quarter and full-
year 2004 results before the market opens on January 31, 2005.

"Our projected fourth quarter 2004 results are due primarily to
better than expected operating results in our Flat-Rolled Products
and High Performance Metals segments," said Pat Hassey, Chairman,
President and Chief Executive Officer of Allegheny Technologies.
"Fourth quarter 2004 results benefited from operating efficiencies
and cost reductions, which were enhanced by the successful
integration of this past summer's stainless steel asset
acquisition and our upgraded high performance metals rolling mill.
The fourth quarter 2004 results include a LIFO inventory valuation
reserve charge of approximately $30 million due to higher raw
materials costs.  Looking ahead, we continue to be optimistic
about 2005."

ATI plans to provide more information on its fourth quarter 2004
earnings and its outlook for 2005 in the Company's earnings news
release.  

                        About the Company

Allegheny Technologies Incorporated --
http://www.alleghenytechnologies.com/-- (NYSE:ATI) is one of the  
largest and most diversified specialty materials producers in the
world, with revenues of approximately $1.9 billion in 2003.  The
Company has approximately 8,800 employees world-wide and its
talented people use innovative technologies to offer growing
global markets a wide range of specialty materials. High-value
products include nickel-based and cobalt-based alloys and
superalloys, titanium and titanium alloys, specialty steels,
super stainless steel, exotic alloys, which include zirconium,
hafnium and niobium, tungsten materials, and highly engineered
strip and Precision Rolled Stripr products.  In addition, we
produce commodity specialty materials such as stainless steel
sheet and plate, silicon and tool steels, and forgings and
castings.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 3, 2004,
Moody's Investors Service confirmed Allegheny Technologies
Incorporated's senior implied rating of B1 and senior unsecured
ratings of B3.  The ratings confirmation is based on:

   * the company's improving cost structure,

   * favorable purchase price for additional low-cost stainless
     capacity, and

   * enhanced liquidity position from its recent equity offering.

The ratings continue to reflect, however:

   * Allegheny Technologies' high leverage,
   * its concentration in cyclical end-use markets, and
   * exposure to volatility of input costs.

The outlook is stable.

Ratings confirmed:

   * Allegheny Ludlum Corporation - guaranteed unsecured
     debentures rated B1;

   * Allegheny Technologies Incorporated -- senior implied rating
     B1;

   * Allegheny Technologies Incorporated -- senior unsecured notes
     rating B3; and

   * Allegheny Technologies Incorporated -- senior unsecured
     issuer rating B3.

This action concludes Moody's review of Allegheny Technologies'
ratings for possible downgrade.

Moody's ratings acknowledge the considerable leverage in Allegheny
Technologies' capital structure, with debt comprising
approximately 80% of its book capitalization at June 30, 2004.
Moody's ratings also incorporate the significant risk elements of
Allegheny Technologies' business profile including its
vulnerability to:

     (i) the cyclicality of Allegheny Technologies' larger end-use
         markets (aerospace and electrical energy);

    (ii) volatility of input costs; and

   (iii) exposure to the availability of certain raw materials.

Moreover, industry dynamics can be highly competitive in the
stainless steel market where Allegheny Technologies competes with
North American Stainless, AK Steel, and imported products, and in
which it recently expanded its presence through its acquisition of
J&L Specialty Steels, LLC.

The ratings confirmation reflects Moody's expectations that
Allegheny Technologies' reduced cost structure coupled with
prevailing high demand should enable it to improve its operating
metrics and cash flow generation promptly. The company estimates
it will derive savings from its renegotiated labor contract of
about $200 million through 2006 due to reduced headcount, fewer
job grades, and revisions to pension and retiree benefit
obligations. These non-cash pension and benefit costs had
significantly amplified Allegheny Technologies' operating losses
during the recent down cycle. Additionally, savings from
Allegheny Technologies' ongoing cost reduction initiatives should
enhance operating efficiencies and profitability over the balance
of the year. Overhead costs following Allegheny Technologies'
acquisition of J&L are quite low due to the very favorable price
of $67 million that Allegheny Technologies paid; J&L's former
parent had valued the fixed assets alone at $242 million. Moody's
notes also that Allegheny Technologies' liquidity position was
greatly improved in July with $230 million of equity proceeds; a
portion of which may be kept in cash for enhanced financial
flexibility.

The outlook for the ratings is stable, but assumes that the
company realizes anticipated cost savings from its revised labor
agreement and the integration of the J&L assets. Upward pressure
may be applied to Allegheny Technologies' outlook or ratings if
the company demonstrates markedly improved levels of retained cash
flows, or improves its leverage ratio to less than 5.0x on a
sustained basis. Downward pressure may be applied to the outlook
or ratings should order cancellations occur, raw material supplies
become inadequate to support production needs, or should Allegheny
Technologies fail to improve the quality of its cash generation
(i.e. exclusive of unusual items). Also, should additional
restructuring charges or acquisition activity take place, the
ratings could be adjusted downward.

Allegheny Technologies amended its secured credit facility to
enable it purchase the J&L assets. The credit facility remains
undrawn and has one financial covenant requiring a minimum of 1.0x
fixed charge coverage that becomes effective when the facility
availability declines to $150 million. At June 30, Allegheny
Technologies would not have met the covenant test under its
borrowing base facility, effectively limiting its access to
$126 million. Favorable financing terms for the acquisition added
just $59.7 million of debt to Allegheny Technologies' balance
sheet, $52.2 million of which is secured by the J&L assets and is
non-recourse to either Allegheny Technologies or Allegheny Ludlum,
$7.5 million is in the form of an unsecured note, and the balance
was paid in cash. As the secured note holders have a claim only
on the purchased J&L assets, the unsecured note holders' position
has not been diminished, consequently Moody's has not reflected
any additional subordination in Allegheny Technologies' unsecured
ratings. At August 31, Allegheny Technologies had total debt of
$587 million and cash of roughly $300 million.

Allegheny Technologies Incorporated, headquartered in Pittsburgh,
Pennsylvania, is a producer of high performance metals, flat-
rolled and engineered production, and reported trailing twelve
month revenues of $2.2 billion through June 30, 2004.


AMERICAN BANKNOTE: Files Chapter 22 Petition in Delaware
--------------------------------------------------------
Two years following the confirmation of its chapter 11 plan,
American Banknote Corporation filed its second chapter 11 petition
yesterday, Jan. 19, 2005, this time with the United States
Bankruptcy Court for the District of Delaware, due to insufficient
cash flow and limited access to capital.  The Company currently
has $108 million outstanding under the 10-3/8% Notes due 2005,
which will mature on Jan. 31, 2005.

Patrick J. Gentile, Executive Vice President and Chief Financial
Officer of the Company, disclosed that:

   -- its high degree of dependence on its Brazilian operations,
      affecting cash dividends due to foreign currency variations;

   -- declining markets in its New York subsidiary, American Bank
      Note Company, due to diminishing over-all demands for secure
      paper-based documents;

   -- competitive pricing and the loss of market share in France;
      and

   -- tight credit markets due to political and economic
      instability in Argentina,

were some of the factors that triggered the second bankruptcy
filing.

The Company also filed its Plan of Reorganization along with the
Disclosure Statement explaining the Plan.  Holders of
approximately 80% of the Debtor's notes indicated that they will
vote in favor of the plan.

Headquartered in Englewood Cliffs, New Jersey, American Banknote
Company is a holding company, which operates through its
subsidiary companies, principally in the United States, Brazil,
Argentina, Australia, New Zealand and France.  Through these
subsidiaries, the Company manufactures, markets, distributes and
supplies related services to, a variety of secure documents,
media, and fulfillment and reconciliation systems.  The company
filed its first chapter 11 petition on Dec. 8, 1999.  Its Plan was
confirmed by the U.S. Bankruptcy Court for the Southern District
of New York.

The Company filed a second chapter 11 petition on Jan. 19, 2005
(Bankr. D. Del. Case No. 05-10174).  Adam Singer, Esq., at Cooch
and Taylor, and Paul N. Silverstein, Esq., at Andrews Kurth LLP,
represent the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$124,709,527 in total assets and $115,965,530 in total debts.


AMERICAN BANKNOTE CORPORATION: Voluntary Chapter 11 Case Summary
----------------------------------------------------------------
Debtor: American Banknote Corporation
        560 Sylvan Avenue
        Englewood Cliffs, New Jersey 07632

Bankruptcy Case No.: 05-10174

Type of Business: The Debtor is a holding company, which operates
                  through its subsidiary companies, principally in
                  the United States, Brazil, Argentina, Australia,
                  New Zealand and France.  Through these
                  subsidiaries, the Company manufactures, markets,
                  distributes and supplies related services to, a
                  variety of secure documents, media, and
                  fulfillment and reconciliation systems.  These
                  include plastic cards (such as ATM, credit,
                  debit, loyalty and gift cards), smart cards,
                  business forms, electronic printing, documents
                  of identity, checks, money orders, stock and
                  bond certificates, and electronic media.
                  See http://www.americanbanknote.com/

Chapter 11 Petition Date: January 19, 2005

Court: District of Delaware (Delaware)

Judge:  Peter J. Walsh

Debtor's Counsel: Adam Singer, Esq.
                  Cooch and Taylor
                  824 Market Street, Suite 1000
                  Wilmington, Delaware 19899
                  Tel: (302) 652-3641
                  Fax: (302) 652-5379

                        -- and--

                  Paul N. Silverstein, Esq.
                  Andrews Kurth LLP
                  450 Lexington Avenue
                  New York, New York 10017
                  Tel: (212) 850-2819

Total Assets: $124,709,527

Total Debts:  $115,965,530

The Debtor does not have unsecured creditors who are not insiders.


AMERICAN BUSINESS: Noteholders File Securities Class Action Suit
----------------------------------------------------------------
The law firm of Berger & Montague, P.C. and the Guiliano Law Firm
filed a securities class action complaint in the United States
District Court for the Eastern District of Pennsylvania against
American Business Financial Services, Inc. (NASDAQ: ABFI) and
certain of its officers and directors.  This suit asserts claims
on behalf of purchasers of ABFI's notes, subordinated money market
notes, subordinated debt securities or subordinated debentures
purchased during the period Jan. 18, 2002 through Dec. 23, 2004.

The complaint charges ABFI and certain of its officers and
directors with violations of the Securities Act of 1933.  ABFI's
principal business is to originate, sell and service home equity
and purchase money mortgage loans secured by residences.

The complaint alleges that throughout the Class Period, defendants
issued registration statements and prospectuses containing untrue
statements and material omissions concerning the operations and
financial results of the Company.  In November to December of 2004
with respect to some or all of the notes, ABFI stopped paying
principal or interest on maturity and stopped honoring checks
written on ABFI money market accounts.

On Dec. 23, 2004, the Company issued a press release stating in
part that the Company currently is unable to make any payments on
Notes as they become due.  The press release also stated that the
Company "may seek protection under the federal bankruptcy laws or
may be forced into involuntary bankruptcy."  Members of the class
said they have suffered damage as a result with their Notes
declining materially in value or becoming worthless.

The law firm of Berger & Montague, P.C. is a Philadelphia law
firm, consisting of over 60 attorneys, all of whom represent
plaintiffs in complex litigation.  The Berger firm has extensive
experience representing institutions and other investor plaintiffs
in class action securities litigation and has played lead roles in
major cases over the past 30 years which have resulted in
recoveries of several billion dollars to investors.  The firm has
represented investors as lead counsel in such leading securities
actions as Rite Aid, Sotheby's, Waste Management, Sunbeam, Boston
Chicken and IKON Office Solutions.  

                           About ABFS

American Business Financial Services, Inc., together with its
subsidiaries, is a financial services organization operating
mainly in the eastern and central portions of the United States
and California.  The Company originates, sells and services home
mortgage loans through its principal direct and indirect
subsidiaries.


APPLIED EXTRUSION: Hires Ogilvy Renault as Canadian Counsel
-----------------------------------------------------------
Applied Extrusion Technologies, Inc., and its debtor-affiliate
seek the authority of the U.S. Bankruptcy Court for the District
of Delaware to employ the law firm of Ogilvy Renault as their
Canadian counsel.

Applied Extrusion Technologies Canada, Inc.  -- AET Canada --
obtained an order under the Companies' Creditors Arrangement Act
of Canada -- CCAA -- granting recognition in Canada of certain
orders sought in the U.S. Court, further protecting the Debtors'
assets during the pendency of the U.S. bankruptcy proceeding.  
Ogilvy Renault represented AET Canada in its CCAA proceedings.

The Debtors seek to retain Ogilvy Renault as their Canadian
bankruptcy counsel because of the Firm's broad range of experience
in reorganization and bankruptcy proceedings, and because of the
Firm's past representation of AET Canada.

The Firm is expected to:

   (a) pursue the entry of an order by the Montreal Superior
       Court in the CCAA Proceedings, recognizing and giving
       effect to any order that may be entered by the U.S.
       Bankruptcy Court for the District of Delaware in these
       chapter 11 cases confirming the Plan and the Solicitation
       and Disclosure Statement;

   (b) prepare the necessary applications, motions, answers,
       orders, reports or other legal papers, in the CCAA
       Proceedings;

   (c) appear before the Canadian Court to protect the interests
       of the Debtors before the Canadian Court; and

   (d) perform all other legal services for the Debtors that may
       be necessary and proper in the CCAA Proceedings.

Ogilvy Renault will be paid on an hourly basis and reimbursed for
actual, necessary expenses incurred.

The current hourly rates charged by Ogilvy Renault professionals
who will render services to the Debtors are:

      Partner                      Hourly Rate
      -------                      -----------
      Andre Papillon               CDN$500.00
      Sylvian Rigaud               CDN$400.00
      Alain Ricard                 CDN$300.00
      Benoit Byette                CDN$260.00

To the best of the Debtors' knowledge, Ogilvy Renault is
"disinterested" as the term is defined in Section 101(14) of the
Bankruptcy Code.

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


ATA AIRLINES: Wants Court to Approve Key Employee Retention Plan
----------------------------------------------------------------
Prior to their bankruptcy filing, due to the uncertainty
surrounding ATA Airlines and its debtor-affiliates' restructuring
efforts as well as their financial condition and the compelling
need to assure the retention of key employees, the Debtors decided
they must consider implementing a key employee retention program
to retain and motivate their key executives and employees.

The Debtors asked Huron Consulting Group to assist them in  
addressing compensation issues and developing a retention plan  
for key employees, benchmarked against competitive practices.   
With Huron's support, the Debtors ascertained to what extent and  
under what circumstances the Debtors' existing compensation  
structure and terms would need to be supplemented to positively  
influence certain of their employees to remain employed through  
the period of economic adversity.

By this motion, the Debtors seek the U.S. Bankruptcy Court for the
Southern District of Indiana's authority to implement a Key
Employee Retention Program for certain of their key employees.

According to Terry E. Hall, Esq., at Baker Daniels, in  
Indianapolis, Indiana, the principal purpose of KERP incentives  
is the preservation of enterprise value.  The Debtors consider  
the Key Employees to be among their most valuable assets.  The  
Key Employees possess unique skills, knowledge and experience  
that are vital to the business enterprise and, in many cases,  
impracticable to replicate given their intimate familiarity with  
the Debtors' operations and the difficult circumstances under  
which the Debtors currently are operating.

The KERP provides the Key Employees with the necessary assurance  
that they will be rewarded for their continued, dedicated service  
during the Debtors' reorganization.  Furthermore, without the  
KERP, it would be difficult and expensive for the Debtors to  
attract and hire qualified replacements if any of the Key  
Employees were to leave.

Ms. Hall assures the Court that the KERP has been carefully  
structured to avoid unnecessary or excessive incentives, keeping  
in mind the financial constraints under which the Debtors  
operate.

                  CEO Mikelsons Is Not Included

The Key Employees as originally identified and approved by the  
Debtors' Executive Committee included J. George Mikelsons, the  
Debtors' founder, Chairman, President and CEO, as one of the  
"Tier I" Key Employees.  While Mr. Mikelsons believes approval  
and implementation of the KERP is vital to the success of the  
Debtors' ongoing operations and reorganization efforts, Mr.  
Mikelsons advised the Debtors that he declines to participate in  
the KERP.  Ms. Hall explains that Mr. Mikelsons' position on this  
matter is highly personal.  He has refused numerous raises and  
bonuses since 1992 and believes that now is not the time for him  
to accept retention incentives.

Since the Petition Date, two senior executives originally  
identified as Tier I participants have submitted their  
resignations and one Tier III Director has already resigned to  
pursue other opportunities.  Hence, Ms. Hall relates that only 47  
employees are the subject of the Debtors' KERP.

                   Key Employee Retention Plan

The general terms and conditions of the KERP are:

A. Retention Incentive Amount  

   The KERP incentives for each Key employee will be equal to the
   Key Employee's 2004 annual salary in effect on October 1,
   2004, multiplied by a factor up to 100%, dependent on the Key
   Employee's position.

   The approximate total cost of the KERP is $4.5 million.  The
   approximate total cost is 0.29% of the Debtors' 2003 total
   revenue, which is in line with comparable companies under
   comparable conditions.

B. Payment

   The right to receive the first retention incentive -- equal to
   50% of the Key Employee's KERP Amount -- will be earned on the
   earliest of:

      (a) February 28, 2005;

      (b) the date of termination of the Key Employee's
          employment by the company for any reason, including
          death or permanent disability, or the termination of
          the Key Employee for "Good Reason," but not including a
          termination of the Key Employee's employment by the
          company by reason of "Cause;" and

      (c) the confirmation of a plan of reorganization.

   The right to receive the second retention incentive -- the
   remaining 50% of the Key Employee's KERP Amount -- will be
   earned on the earliest of:

      (a) confirmation of a plan of reorganization;

      (b) October 15, 2005; and

      (c) the Termination Date.

C. Four-Tier Structure

   The KERP provides for a four-tier structure with each tier
   identifying the present position level of the identified Key
   Employees within that tier and the attendant multiple by which
   the Retention Incentives for each Key Employee within that
   tier will be calculated.

                            Number of
           Employee         Selected     Retention     Cost of
   Tier    Group            Employees    Incentive     Retention
   ----    --------         ---------    ---------     ---------
    I      CRO,                 4             100%    $1,116,500
           Vice Chairman,
           Sr. VPs

    II     VPs                 12              75%    $1,537,242

    III    Directors           31           40-75%    $1,363,839

    IV     Discretionary        -        up to 50%      $500,000

   Tier IV is designed to cover employees not initially named in
   the KERP, but subsequently are deemed by the Debtors'
   Executive Committee as critical at any point during the
   Chapter 11 cases.

D. Mode of Payment

   In accordance with their normal payroll practices, the Debtors
   will pay each of the Retention Incentives to the Employee
   within three days after each Retention Incentive is earned.
   The Retention Incentives will be subject to all required
   payroll withholdings and deductions, including federal, state
   and local taxes.

E. Termination

   If a Key Employee voluntarily terminates its employment with
   the Debtors, except for Good Reason, or the employment is
   terminated by the Debtors based on "Cause," the Key Employee
   will not be entitled to earn the right to receive any
   Retention Incentives which have not yet become payable to the
   Key Employee.  Thus, if a Key Employee remains an employee of
   the company until March 1, 2005, and then voluntarily resigns
   on that date, the employee will be entitled to receive the
   First Retention Incentive but not the Second Retention
   Incentive.

F. Failure to Confirm a Plan

   The Debtors' failure to achieve confirmation of a plan of
   reorganization, though not anticipated, or other disposition,
   including liquidation, will not relieve the Debtors of their
   obligations under the KERP.

                 Debtors File Exhibits Under Seal

With the Court's permission, the Debtors will file related  
exhibits under seal.  Ms. Hall explains that the Exhibits contain  
certain of the Debtors' sensitive employment information,  
including the identity of persons the Debtors consider to be Key  
Employee for purposes of the KERP and the KERP benefit amounts.   
The information contained in the Exhibits is highly confidential  
and proprietary.

Public disclosure of the Exhibits at this time, Ms. Hall points  
out, would be internally detrimental to the morale of Debtors'  
employees.  The Debtors do not want to imply that persons who are  
not designated as Key Employees for purposes of the KERP are not  
valuable to the Debtors' business and reorganization.  The  
Debtors are very concerned that any such implication would be  
perceived negatively by the employees and affect morale and  
productivity, and ultimately the Debtors' reorganization efforts.   
However, it is simply not feasible to implement a KERP for every  
single employee.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations. Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case No. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.
(ATA Airlines Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


BIOPHAGE PHARMA: Hires Bruce Schmidt as Interim CFO
---------------------------------------------------
Biophage Pharma, Inc., (TSX.V: BUG) appoints Bruce Schmidt as
interim Chief Financial Officer, to replace Lucie St-Georges who
is leaving Biophage as of January 28, 2005, in order to pursue
other career opportunities.

Ms. St-Georges has accepted to act as a consultant for Biophage
for the next few months.  The Board wishes to thank Ms. St-Georges
for her years of dedication and hard work for the Company.

"I am very pleased that Mr. Schmidt, currently the Chief Business
Officer has accepted the additional responsibility of Chief
Financial Officer.  While we are saddened to be losing a valuable
member of our team, we wish Lucie all the best in her new career"
said Dr. Rosemonde Mandeville, President and Chief Executive
Officer of Biophage Pharma.

The Board also announced the creation of an executive committee as
a strategic complement to current management.  The committee
comprised of Rosemonde Mandeville -- President and CEO, Richard
Sherman -- Chairperson -- and Bruce Schmidt -- CBO, CFO -- has a
broad biotechnology experience that will assist Biophage in this
period of growth.

Biophage Pharma, Inc., is a Canadian biopharmaceutical company
developing new therapeutic and diagnostic products using
phage-based technology.  Founded in 1995, Biophage is located at
the Biotechnology Research Institute in Montreal and employs 15
people, including a team of 13 researchers.  Through an active
research and development program, as well as in-licensing and
collaboration agreements, Biophage is building a portfolio of
promising new therapeutics collaboration agreements, Biophage is
building a portfolio of promising new therapeutics
http://www.biophage.com/

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 28, 2004, the
2004 third quarter interim financial statements of Biophage Pharma
include a going concern assumption note.


BUILDERS FIRSTSOURCE: S&P Rates $110-Mil Sr. Sec. Facility at B+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Dallas, Texas-based Builders FirstSource, Inc. --
BFSI.

At the same time, based on preliminary terms and conditions,
Standard & Poor's assigned its 'B+' senior secured debt rating and
a recovery rating of '3' to the company's $110 million revolving
credit facility maturing in 2010, $250 million first-lien term
loan maturing in 2011, and $15 million prefunded letter of credit
facility maturing in 2011.  These ratings indicate the likelihood
that bank lenders would recover a meaningful (50% to 80%) portion
of principal in a default scenario.

In addition, Standard & Poor's assigned its 'B-' secured debt
rating to the company's $250 million floating-rate second-priority
senior secured notes due 2012.  The outlook is negative.

Transaction proceeds will be used to pay a $237 million dividend,
repay existing debt, and for fees and expenses.  Pro forma for
this transaction, total debt (including $93 million of capitalized
operating leases) is $594 million.

"The ratings on BFSI reflect the cyclicality of new residential
construction, volatile lumber and other material costs, narrow
product and geographic diversity, and a very aggressive financial
profile," said Cynthia Werneth.  "They also incorporate the
company's good market position with key homebuilding customers,
fairly favorable end-market conditions, and improved operating
efficiencies."

BFSI is a leading distributor of lumber, wood components (some of
which it manufactures internally), and millwork to professional
homebuilders and contractors operating within the new home
construction industry.  The privately held company operates
63 distribution and 42 manufacturing facilities in the southern
and eastern U.S. Primary products and services provided to
builders include trusses, wall panels, custom millwork, prehung
doors and windows, installation services, framing, and project
management.

With annual sales approximating $2 billion, BFSI is one of the
largest U.S. suppliers of structural building products to the new
home construction industry.


BUFFALO MOLDED: Wants Until Apr. 31 to Decide on Leases
-------------------------------------------------------
Buffalo Molded Plastics, Inc., asks the U.S. Bankruptcy Court for
the Western District of Pennsylvania to extend, until April 31,
2005, the period within which it can elect to assume, assume and
assign, or reject its unexpired nonresidential real property
leases.

The Debtor tells the Court that it is party to six unexpired
nonresidential real property leases located in Ohio, Michigan and
Pennsylvania.  

The Debtor explains to the Court that its reorganization strategy
includes negotiations for a sales transaction for its assets that
began in November and will likely take another five months in
order to be successful.  The Debtor relates that all the potential
buyers for the sale process will want to conduct an extensive
analysis of the terms and conditions of each of the unexpired
leases to determine if they will want to assume the leases.

The Debtor assures the Court that the requested extension will not
prejudice the landlords under the leases because it is current on
all the post-petition obligations of the unexpired leases.

Headquartered in Andover, Ohio, Buffalo Molded Plastics, Inc., dba
Andover Industries, -- http://www.andoverplastics.com/-- is
engaged in the molding industry.  The Company filed for chapter 11
protection on Oct. 21, 2004 (Bankr. W.D. Pa. Case No. 04-12782).
David Bruce Salzman, Esq., at Campbell & Levine, LLC, represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it estimated assets and debts
in the $10 million to $50 million range.


CAESARS ENTERTAINMENT: Raises 4th Qtr. & Full Year 2004 Guidance
----------------------------------------------------------------
Caesars Entertainment, Inc. (NYSE: CZR) raised its earnings
guidance for the fourth quarter and full year 2004.

The company now expects that adjusted earnings per fully diluted
share for the fourth quarter, which ended Dec. 31, will be within
a range of $0.07 to $0.09.  In a press release issued Oct. 21, the
company had estimated fourth quarter adjusted earnings at $0.04 to
$0.06 per fully diluted share.

The company now estimates that adjusted earnings per fully diluted
share for the full year 2004 will be within a range of $0.67 to
$0.69.

The company attributed the increase in estimated fourth quarter
earnings to better-than-expected results in Atlantic City and Las
Vegas.  The company will provide a detailed analysis of fourth
quarter performance when it releases its fourth quarter financial
results on Feb 10, 2005.

                        About the Company

Caesars Entertainment, Inc. http://www.caesars.com/(NYSE:CZR) is  
one of the world's leading gaming companies.  With 25 properties
on three continents, 25,000 hotel rooms, two million square feet
of casino space and 52,000 employees, the Caesars portfolio is
among the strongest in the industry.  Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names.  The company has its corporate
headquarters in Las Vegas.

In July 2004, the Board of Directors of Caesars Entertainment
approved an offer from Harrah's Entertainment to acquire the
company for approximately $1.8 billion and 66.3 million shares of
Harrah's common stock.  The offer must be approved by shareholders
of both companies and federal and state regulators before the
transaction can close.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 30, 2004,
Fitch Rates Caesars Entertainment ('BB+/BB-') and remains on
Rating Watch Positive.    


CASCADES INC: Slates Fourth Quarter Conference Call for Feb. 8
--------------------------------------------------------------
Financial analysts are invited to attend Cascades, Inc.'s annual
and fourth quarter results conference call:

        Tuesday, February 8, 2005 at 9:30 a.m. ET

        Dial numbers:     (514) 807-8791
                          (416) 640-4127
        Replay:           (416) 640-1917 access code:
                           21109420(pound key)

Media and other interested individuals are invited to listen to
the live or deferred broadcast on the Cascades corporate Web site
at http://www.cascades.com/

Cascades, Inc., manufactures packaging products, tissue paper and
specialized fine papers.  Internationally, Cascades employs 15,400
people and operates close to 150 modern and versatile operating
units located in Canada, the United States, France, England,
Germany and Sweden.  Cascades recycles more than two million tons
of paper and board annually, supplying the majority of its fibre
requirements.  Leading edge de-inking technology, sustained
research and development, and 40 years in recycling are all
distinctive strengths that enable Cascades to manufacture
innovative value-added products.  Cascades' common shares are
traded on the Toronto Stock Exchange under the ticker symbol CAS.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 15, 2004,
Moody's Investors Service downgraded Cascades Inc.'s senior
implied rating to Ba2.  The ratings were also downgraded on
Cascades, Inc.'s secured revolver, to Ba1 from Baa3, and on its
senior unsecured notes, to Ba3 from Ba1.


CASCADE NATIONAL: Receivership Prompts S&P to Assign 'R' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'R' financial
strength rating to Cascade National Insurance Company after the
Washington State Insurance Department placed the company under
receivership on the basis of inadequate capital, effective
Nov. 30, 2004.

"In 2004, the Washington State Department of Insurance stated that
the company's financial problems had become more serious," noted
Standard & Poor's credit analyst Daniel Posternak.  "Cascade's
capital decreased to significantly less than $2 million (less than
the state required minimum of $6.1 million)."  The company's
operating ratio also rose to more than 160%.

Cascade was founded in Washington State in 1994.  The company
sells property/casualty products in Washington, Oregon, Alaska,
California, Mississippi, and Louisiana.  It also markets workers'
compensation coverage in California.  As of Sept. 30, 2004, the
company had about $1 million in capital.

An insurer rated 'R' is under regulatory supervision owing to its
financial condition.  During the pendency of the regulatory
supervision, the regulators may have the power to favor one class
of obligations over others or pay some obligations and not others.   
The rating does not apply to insurers subject only to nonfinancial
actions such as market conduct violations.


CATHOLIC CHURCH: Fr. Johnston Required to Appear in Portland Court
------------------------------------------------------------------
Paul E. DuFresne asks the U.S. Bankruptcy Court for the District  
of Oregon to ban all approved, sponsored, or sanctioned travel by  
Father Michael P. Johnston, Pastor of St. Thomas More Church and  
School, until he is deposed.

Father Johnston is a defendant in a child abuse tort case  
initiated by Paul and Deborah DuFresne, on behalf of Nathan  
DuFresne, a minor.  Father Johnston is scheduled for deposition.

Mr. DuFresne also wants all travel by any other Portland  
personnel who are scheduled for deposition banned until either:

   (a) the depositions are completed; or

   (b) a deposition schedule is agreed upon between Portland and  
       the tort claimants requesting the deposition, and no  
       additional travel by Portland Personnel will be needed to  
       conform to the schedule.  

According to a church bulletin, Father Johnston was scheduled to  
go on sabbatical.  Mr. DuFresne says this could mean that the  
Archdiocese will incur unnecessary expense to return Father  
Johnston to Portland for deposition.

Mr. DuFresne asserts that it is within Portland's power to  
schedule depositions so that those personnel for whom distant or  
extended travel is planned on Portland's behalf, or upon  
Portland's instructions or with Portland's consent, are deposed  
first.  This eliminates the possibility of Portland expending  
funds on travel, and of Portland and creditors incurring the  
additional professional fees and other expenses associated with  
travel and scheduling delays.

                          *     *     *

Judge Perris denies Mr. DuFresne's request.  However, Judge  
Perris orders Father Johnston to be available in Portland for  
deposition between January 1, 2005, and February 15, 2005.

                Father Johnston Asks for Rehearing

Laura J. Walker, Esq., at Cable, Huston, Benedict, Haagensen &  
Lloyd, LLP, in Portland, Oregon, informs the Court that Mr.  
DuFresne failed to serve a copy of his request to Father  
Johnston's counsel, hence, Father Johnston was not represented at  
the hearing.  G. Kevin Kiely is Father Johnston's attorney-of-
record in a pending Multnomah County Court case, number 0405-
04846.  The case was moved to federal court and is currently  
pending as Adversary Proceeding Case No. 04-03420 in the  
Archdiocese's bankruptcy case.

Ms. Walker explains that Father Johnston learned of Mr.  
DuFresne's request when Thomas Dulcich, counsel for the  
Archdiocese of Portland in Oregon, forwarded him a copy of the  
request.  Mr. DuFresne's request did not include a notice of  
hearing.

Ms. Walker relates that Father Johnston has previously scheduled  
a sabbatical to study theology at Hawkstone Hall in England.  He  
will return March 31, 2005.

Father Johnston will be in Oregon during the month of April 2005.   
He is prepared to make himself available for deposition during  
that month.  Therefore, Father Johnston asks the Court to  
reschedule the deposition for April 2005, rather than January or  
February.

Ms. Walker asserts that Mr. DuFresne has not established any  
urgency for taking the deposition prior to April 2005.

                   Court Requires Fr. Johnston
                     to Appear at Deposition

Judge Perris rules that the deposition of Father Johnston will  
occur either on January 4, 2005, or between February 3 and 10,  
2005.  The parties to Adversary Proceeding Case No. 04-03420 must  
make themselves available for the deposition in this time period.

If Father Johnston is on sabbatical or otherwise outside of the  
area, the Court directs the Archdiocese to fly Father Johnston  
back to Portland, Oregon, for the deposition.

Nathan DuFresne will be made available for deposition on a  
mutually agreed upon date which, at the request of any defendant  
in the proceeding, will be prior to February 15, 2005.

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.  (Catholic
Church Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


COVANTA ENERGY: Liquidating Trustee's 4th Post-Confirmation Report
------------------------------------------------------------------
James N. Lawlor, as Trustee of the Ogden Liquidating Trust,  
informs the U.S. Bankruptcy Court for the Southern District of New
York that he and his counsel have taken these steps to consummate
the Second Liquidating Plan:

   (a) Resolved all of the outstanding objections to priority
       claims and administrative expenses, including the
       objections to claims filed by Nederlander-Anaheim, Inc.,
       and the State of New Jersey Division of Taxation and the
       Department of Labor.  The Liquidating Trustee intends to
       submit a stipulation to the Bankruptcy Court regarding New
       Jersey's claims on or before January 24, 2005;

   (b) Devoted a substantial amount of time to making
       distributions to the holders of priority claims and
       administrative expenses.  Mr. Lawlor completed
       distributions to virtually all holders of allowed priority
       claims and administrative expenses;

   (c) Drafted, filed, and served a motion for entry of a final
       decree closing 52 of the liquidating cases.  The
       Bankruptcy Court has granted Mr. Lawlor's request; and

   (d) Reviewed and responded to written and telephonic inquiries
       regarding the status of claims and pending litigation
       involving one or more of the Liquidating Debtors, and
       undertook various other administrative matters.

Headquartered in Fairfield, New Jersey, Covanta Energy Corporation
-- http://www.covantaenergy.com/-- is a publicly traded holding
company whose subsidiaries develop, own or operate power
generation facilities and water and wastewater facilities in the
United States and abroad.  The Company filed for Chapter 11
protection on April 1, 2002 (Bankr. S.D.N.Y. Case No. 02-40826).
Deborah M. Buell, Esq., and James L. Bromley, Esq., at Cleary,
Gottlieb, Steen & Hamilton, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $3,280,378,000 in assets and
$3,031,462,000 in liabilities.  On March 10, 2004, Covanta Energy
Corporation and its core subsidiaries emerged from chapter 11 as a
wholly owned subsidiary of Danielson Holding Corporation.  Some of
Covanta's non-core subsidiaries have liquidated under separate
chapter 11 plans. (Covanta Bankruptcy News, Issue No. 73;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


COVENTRY HEALTH: Moody's Puts Ba1 Rating on New $950M Unsec. Debts
------------------------------------------------------------------
Moody's Investors Service assigned a Ba1 senior unsecured debt
rating to Coventry Health Care Inc.'s issuance of $500 million of
new long term debt and $450 million credit facility.  The company
will use the proceeds as part of the financing for its acquisition
of First Health Group Corp., which is anticipated to be completed
later this month upon stockholder approval.

Both the senior notes and the credit facility are unsecured
obligations, and will be pari passu in right of payment with
existing and future senior indebtedness.  The $500 million senior
notes will be offered in two $250 million non-registered issues,
one maturing in 2012 and the other maturing in 2015.  The
$450 million credit facility consists of a five year $300 million
term loan and a five year $150 million revolving credit facility.

Moody's says that the combination of Coventry Health Care and
First Health Group will create a national health benefits platform
for Coventry to serve its local, national and governmental clients
beyond the 15 markets in which it currently operates.  The
acquisition also provides Coventry with the capability to target
opportunities in health insurance and administrative services from
small group to national and governmental accounts nationwide and
thereby increase its commercial membership.  Moody's believes the
core business of First Health, such as Worker's Compensation,
presents opportunities for Coventry to diversify within the
healthcare sector.

However, in conjunction with the planned acquisition, Moody's had
changed the outlook on the ratings to negative on Dec. 7, 2004,
citing increased financial leverage as well as operational and
integration issues.  The rating agency noted that the scope of the
integration of First Health is considerably different and more
complicated than those Coventry has tackled in past years, as the
company will be faced with integrating a national business
strategy with 15 separate health plans as well as developing
expertise in the distinct First Health businesses.  In addition,
the recent management changes at Coventry create some concerns as
senior management acclimates to their new positions while the
First Health acquisition is completed.

Coventry's Ba1 rating reflects the company's position in the U.S.
health services marketplace, covering over 2.4 million members
with diverse product offerings, including Medicare, Medicaid and
both risk and non-risk products to employers including federal,
state, and local governments.  Over the past several years, the
company has focused on a strategy of acquiring small
underperforming health care companies and making them profitable.
Recent improvements in operating margins have stemmed from
disciplined pricing, expense savings, and improved medical
management oversight.

Rating assigned with a negative outlook:

   * senior unsecured credit facility at Ba1.

Ratings affirmed with a negative outlook:

   * senior implied debt rating at Ba1;
   * senior unsecured debt rating at Ba1;
   * long-term issuer rating at Ba1.

Coventry Health Care, Inc. headquartered in Bethesda, Maryland
reported total membership of 2.4 million as of September 30, 2004.
The company reported net income of $245 million on revenues of
approximately $4 billion for the nine months ending September 30,
2004.

First Health, headquartered in Downers Grove, Illinois, is a full
service national health benefits services company serving the
group health, workers' compensation and state public program
markets.  First Health generated revenues of $657 million and net
income of $86 million for the first nine months of 2004.


CRYSTAL US: Refinancing Cues Moody's to Pare Sr. Sec. Ratings
-------------------------------------------------------------
Moody's Investors Service affirmed the ratings (B1 senior implied)
of Crystal US Holdings 3 LLC's (CUSH; a subsidiary of Celanese
Corporation).

Moody's downgraded the senior secured bank debt BCP Crystal US
Holdings Corporation -- BCPUS -- and assigned B1 ratings to the
new tranches -- a $220 million US revolver and $450 million
delayed draw term loan C.

The downgrade is a direct result of the refinancing that is
expected to occur concurrent to the company's planned initial
public offering.  Once the refinancing is complete, senior secured
debt will represent the majority of the outstanding debt and over
60% of the rated debt at CUSH and its subsidiaries; and therefore
Moody's lowered the rating for the senior secured bank debt to B1
senior implied rating.

Moody's also downgraded the senior unsecured ratings of CNA
Holdings, Inc., as they will remain contractually subordinated to
the secured debt at BCPUS.  Moreover, due to Moody's expectation
that the company's financial performance will continue to improve
in 2005, especially its acetyls business, the outlook has been
changed to stable.

Ratings affirmed:

   -- Crystal US Holdings 3 LLC

      * Senior Implied -- B1
      * Senior Unsecured Issuer Rating -- Caa2
      * Senior Discount Notes due 2014 -- Caa2

   -- BCP Crystal US Holdings Corporation

      * Guaranteed senior subordinated notes due 2014 -- B3

Ratings assigned:

   -- BCP Crystal US Holdings Corporation

      * Guaranteed senior secured revolver due 2009 ($220 million)
        -- B1

      * Guaranteed senior secured term loan B (additional
        increment of $935 million) due 2011 -- B1

      * Guaranteed senior secured delayed draw term loan C due
        2011 -- B1

Ratings downgraded:

   -- BCP Crystal US Holdings Corporation
      (formerly an obligation of BCP Caylux Holdings Luxembourg
       S.C.A.)

      * Guaranteed senior secured revolver due 2009 -- B1 from Ba3

      * Guaranteed senior secured credit-linked revolving facility
        due 2009 -- B1 from Ba3

      * Guaranteed senior secured term loan B due 2011 -- B1 from
        Ba3

   -- CNA Holdings Inc

      * Senior unsecured -- B2 from B1

Ratings withdrawn:

   -- BCP Crystal US Holdings Corporation

      * Guaranteed senior secured floating rate term loan C due
        2011

The B1 senior implied ratings of CUSH take into account:

   (1) its elevated leverage for a cyclical commodity producer,

   (2) significant exposure to volatile petrochemical feedstocks,

   (3) a financial structure that allows the company to pursue
       additional acquisitions, and

   (4) continuing concern over the size of the potential payment
       to minority shareholders at Celanese AG.

The ratings are supported by:

   (1) Celanese's competitive position in key businesses,

   (2) significant opportunities for additional cost reductions,
       and

   (3) the expectation of a cyclical peak in its acetyls business
       in 2006.

Although margins continue to improve, feedstock prices will remain
an issue.  The start of an advantageously priced methanol supply
agreement with Southern Chemical Company in 2005 should positively
impact earnings and mitigate some of the company's feedstock
volatility.  The ratings also recognize significant competitive
barriers, including process know-how and requirements for world
scale production capabilities.

The stable outlook reflects the improving operating performance
and the expectation that earnings and free cash flow will increase
further in 2005 and 2006 due to growth in specialty products and a
tighter supply/demand balance in acetyls.  This positive earnings
outlook is tempered by the company's recent acquisitions and the
further increases in debt that are likely prior to meaningful debt
reduction in net debt.  The stable outlook also reflects the
substantial increase in net debt from September 30, 2004, levels
due to an additional $375 million pension payment in the fourth
quarter and the possibility that minority shareholders at Celanese
AG may receive over $400 million if any of the litigation pending
in the German courts adversely impacts BCPUS.  Moody's noted that
CUSH reported consolidated cash of over $800 million as of
September 30, 2004.

While Moody's noted that the upcoming IPO of Celanese Corporation
will result in lower debt levels, the issuance of $200-250 million
of preferred stock will offset some of this benefit.  Proceeds
from the IPO will be used to repay debt that is non-cash pay for
the next four and a half years; the preferred stock will likely
result in cash dividends, albeit at a low rate, given the plan to
begin paying a dividend to common stockholders in the second
quarter of 2005.

The planned refinancing is contingent upon repayment of the senior
discount notes at CUSH.  In the refinancing, BCPUS will increase
the size of its secured bank facilities by $1.6 billion and
utilize the proceeds to repay roughly $525 million senior
subordinated notes, $350 million of the second lien notes, and
complete the acquisitions of Acetex Corporation and Vinamul
Polymers, which will increase secured debt by $450 million.   
Subsequent to the refinancing and acquisitions, secured debt will
be a majority of the consolidated company's outstanding debt and
could represent as much as 60% of total debt, assuming the credit
facilities and letter of credit facility are fully drawn.  Given
the increase in the size of the secured credit facilities relative
to the underlying assets and the fact that they will constitutes a
majority of the company's debt, Moody's can no longer notch up
from the senior implied rating.  However, the refinancing will
provide the company with greater flexibility in managing its debt
going forward, using excess cash and free cash flow from
operations to repay outstandings under the facility while
maintaining the ability to borrow upwards of $500 million
(revolving credit facilities will total roughly $600 million) to
pay minority shareholders at Celanese AG.  The downgrade of the
ratings at CNA Holdings Inc reflects their contractual
subordination to the substantial amount of secured debt at BCPUS.   
The market capitalization of the company subsequent to the IPO
would indicate that the market value of the assets is
significantly higher than the book value, hence subordinated
bondholders could experience a greater recovery than otherwise
implied by the ratings.

The consolidated company's financial metrics continue to improve.   
As of September 30, 2004, pro forma debt to LTM EBITDA, adjusted
for future cash pension payments and minority shareholder payments
of up to $500 million, is 5.2 times (assumes LTM pro forma EBITDA
of $680 million).  Moody's anticipates that this ratio will
decline to less than 5 times by the end of 2005 and that free cash
flow (cash from operations less capital expenditures) to total
debt will increase to the 7-9% range.  The ratings could be
lowered if the company fails to achieve yearly free cash flow of
at least $100 million (excluding extraordinary items and
restructuring costs), if financial performance is significantly
weaker than anticipated or if the company pursues additional
acquisitions that meaningfully increase leverage.  A quick
resolution of the minority shareholder issue at Celanese AG, a
faster expansion of operating margins, and increases in cost
savings could result in positive pressure on the ratings.

BCP Crystal US Holdings Corporation recently acquired the assets
and liabilities of BCP Caylux Holdings Luxembourg S.C.A., who is
the majority owner of Celanese AG.  BCP Crystal US Holdings
Corporation is a subsidiary of Crystal US Holdings 3 LLC.  Crystal
US Holdings 3 LLC is a subsidiary of Celanese Corporation.
Celanese Corporation, headquartered in Dallas, Texas is a leading
global producer of acetyls, emulsions (including vinyl acetate
monomer), acetate tow and engineered thermoplastics.  CNA Holdings
Inc. is the holding company that contains Celanese's North
American operating companies. Celanese reported sales of over
$5 billion for the LTM ending September 30, 2004.


DAN RIVER: Bankruptcy Court Confirms Reorganization Plan
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia,
Newnan Division, confirmed Dan River Inc.'s (Other OTC: DVERQ.PK)
Plan of Reorganization on Tuesday, Jan. 18, 2005.  The Plan is
expected to become effective on or around Feb. 10, 2005.

On March 31, 2004, Dan River and its domestic subsidiaries filed
petitions in the United States Bankruptcy Court for the Northern
District of Georgia, Newnan Division, for reorganization pursuant
to Chapter 11 of the Bankruptcy Code.  During the bankruptcy
proceedings, Dan River implemented significant staff reductions,
completed the closing of four manufacturing facilities and entered
into court-approved agreements for the sale of its engineered
products division and various other assets which the Company
believes are no longer necessary for its continuing operations
following its emergence from bankruptcy.  The Company believes
that these actions have greatly improved Dan River's financial
stability and expects that these actions will allow the Company to
continue to timely provide the customers of both its home fashions
and its apparel fabrics divisions with the compelling and
innovative products to which they are accustomed.  These products
will be manufactured domestically in the Company's facilities or
sourced globally as conditions warrant.

As previously announced, upon emergence from bankruptcy, Barry F.
Shea, currently Executive Vice President and Chief Financial
Officer, will become President and Chief Executive Officer.  
Joseph L. Lanier, Jr., currently Chairman and Chief Executive
Officer, will become non-executive Chairman of the Board.

"[Tuesday]'s confirmation hearing clears the way for the Company
to emerge from bankruptcy upon the effective date of the
reorganization plan," said Mr. Lanier.  "During the bankruptcy
proceedings we have restructured the Company both organizationally
and financially to meet the challenges of today's global textile
competition.  We have been confronted with many difficult and
painful decisions during this time.  These have been made based on
what outcome would best position Dan River to succeed in the
future.  I am confident in the Company's ability to remain strong
and viable under the leadership of Barry Shea, with whom I have
worked for over 25 years.  When we filed our petition on March 31,
2004, we stated that we planned to emerge from bankruptcy around
the end of the year.  We are close to accomplishing this ambitious
goal because of the support of several groups that I want to
thank.  To our customers who had confidence in us, we will show
our appreciation by offering you an unequaled combination of
quality, fashion, customer support and value in our products.  To
our suppliers who continued to show faith in the Company, we look
forward to continuing a positive and mutually beneficial
relationship.  Finally, to our associates, I thank you for your
loyalty, courage and efforts during this challenging time."

The Company's Plan of Reorganization contemplates that Dan River
will have indebtedness of approximately $90 million on the
effective date of the reorganization plan, down from more than
$270 million when the bankruptcy cases were filed on March 31,
2004.  All of the Company's current common stock will be cancelled
and new common stock will be issued to certain of the Company's
post-emergence lenders and to its unsecured prepetition creditors.  
The Plan provides that current stockholders will receive no
recovery.

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


DEVON MOBILE: Trustee Files Financial Information Ending Dec. 27
----------------------------------------------------------------
Gerard A. Shapiro, Liquidating Trustee of Devon Mobile
Communications, LP, files with the U.S. Bankruptcy Court for the
District of Delaware a financial information report regarding
events covering the period Sept. 30 to Dec. 27, 2004.

               Status of the Closing of the Pending
                   Purchase and Sale Agreements

A. Licenses

   As previously reported, as of April 15, 2004, the Devon
   Trustee completed the disposition of all remaining FCC
   licenses.  The related network equipment was either sold or
   abandoned.

B. Equipment

   The Devon Trustee continues to market two undelivered cellular
   towers.  Any proceeds are expected to be minimal as there has
   been very little interest expressed.

                         Causes of Action

As to the Devon Trustee's cause of action filed against Adelphia
Communications Corporation and its debtor-affiliates, both parties
have already commenced discovery and documents are currently being
exchanged.

On November 22, 2004, the ACOM Debtors commenced a third-party
action against Devon's former CEO Lisa-Gaye Shearing Mead.  The
ACOM Debtors seek reimbursement for some or all damages asserted
by Devon against ACOM.  Ms. Mead is represented by separate
counsel.  A hearing on the matter was held before Judge Gerber in
the U.S. Bankruptcy Court for the Southern District of New York on
December 15, 2004, to consider arguments as to whether the third-
party complaint may go forward.

Prior to hearing the arguments, Judge Gerber disclosed that he has
a possible conflict with Ms. Mead's attorneys and suggested he may
recuse himself from the entire ACOM/Devon/Mead matter, including
Devon's complaint against ACOM.  Additionally, Judge Gerber stated
that any party to these matters may request his recusal and that
he would abide by the request.

A decision on the merits of the motion to proceed by third-party
complaint and recusal of Judge Gerber has not been made.

                  Amounts Received and Collected

During the covered period, the Devon Trustee received $278,605,
which consisted of:

   $272,803 -- recovered from a subsequent user to a Devon
               microwave link s such reimbursement is allowed
               under FCC cost-sharing rules;

     $5,340 -- interest income; and

       $462 -- miscellaneous refunds.

               Fees and Expenses Paid or Incurred

The Devon Trustee's fees and expenses aggregate $254,222:

   $122,959 -- fees and expenses of Devon Trustee for work
               performed from September 19 to December 18, 2004;

    $91,837 -- fees paid to attorneys covering primarily the
               period from August to October 2004;

    $33,295 -- fees paid to outside accountants for tax work
               relating to Devon and the Trust and related
               correspondence with unit holders of the Trust;

     $2,500 -- fees paid to the United States Trustee for
               services to the Devon estate for the quarter ended
               September 30, 2004; and

     $3,631 -- other expenses consisting of freight and packing,
               storage rent, certain taxes, and temporary help.

               Liquidating Funding Amount Balances

As of the close of business on December 27, 2004, the Devon
Trustee held funds totaling $3,957,409 in three accounts at a
major commercial bank:

   Account                                          Balance
   -------                                          -------
   Money market account                          $3,902,768
   Checking account used for disbursements           44,230
   Account for distributions of Allowed Claims       10,410

Devon Mobile Communications filed for Chapter 11 protection in
Delaware on August 19, 2002, under Case No. 02-12431.  Saul Ewing,
LLP, is representing the Debtor.  Devon is 49% owned by Adelphia
Communications Corporation.  (Adelphia Bankruptcy News, Issue
No. 77; Bankruptcy Creditors' Service, Inc., 215/945-7000)


DOBSON COMMS: Offers to Exchange Cash for Senior Preferred Shares
-----------------------------------------------------------------
Dobson Communications Corporation (Nasdaq:DCEL) has filed a
registration statement with the U.S. Securities and Exchange
Commission relating to a proposed offer to exchange cash or shares
of Class A common stock for up to all of its outstanding 12.25%
Senior Exchangeable Preferred Stock and 13% Senior Exchangeable
Preferred Stock.  The Exchange Offer is intended to reduce
Dobson's long-term obligations, simplify its capital structure and
improve the liquidity of the Class A common stock.

Upon commencement of the Exchange Offer, for each share of
preferred stock tendered, holders may elect to receive either:

     (1) cash or

     (2) shares of Dobson's Class A common stock with a market
         value based on the volume-weighted average price of
         Dobson's Class A common stock on the Nasdaq National
         Market during the five-trading-day period ending on the
         second trading day prior to the expiration date of the
         Exchange Offer.

If holders elect to receive cash or shares of Class A common stock
in excess of certain limits, Dobson will allocate the cash or
shares of Class A common stock, as applicable, on a pro rata
basis.

As part of the Exchange Offer, Dobson is also soliciting consents
from holders of its 12.25% preferred stock and 13% preferred stock
to:

     (1) amend the respective certificate of designation governing
         each series of preferred stock to eliminate all voting
         rights, other than voting rights required by law, and
         substantially all of the restrictive covenants applicable
         to such series of preferred stock and

     (2) waive compliance by Dobson with the provisions of the
         certificates of designation that are proposed to be
         eliminated by the proposed amendments until the proposed
         amendments become effective or until 18 months after the
         expiration date of the Exchange Offer.

Each holder of preferred stock that consents would be entitled to
an additional cash consent fee for each share of preferred stock
tendered upon consummation of the Exchange Offer.

Dobson anticipates that the Exchange Offer will commence as soon
as practicable after the registration statement becomes effective.

The dealer manager and solicitation agent for the concurrent
Exchange Offer and Consent Solicitation is Houlihan Lokey Howard &
Zukin Capital, Inc.

Questions regarding the Exchange Offer and Consent Solicitation
may be directed to and, after the Exchange Offer and Consent
Solicitation are commenced, a copy of the written prospectus
relating to the Exchange Offer and Consent Solicitation may be
obtained from the information agent:

         Bondholder Communications Group
         30 Broad Street, 46th Floor
         New York, New York 10004
         Tel. No. (212) 809-2663

These securities are offered only by means of a written
prospectus.  This is neither an offer to sell nor a solicitation
of an offer to buy any securities.

A registration statement relating to these securities has been
filed with the SEC but has not yet become effective.  These
securities may not be sold nor may offers to buy be accepted prior
to the time the registration statement becomes effective.  This
press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sales of
these securities in any state in which such offer, solicitation or
sale would be unlawful prior to registration or qualification
under the securities laws of any such state.

                        About the Company

Dobson Communications Corporation -- http://www.dobson.net/-- is  
a leading provider of wireless phone services to rural markets in
the United States.  Headquartered in Oklahoma City, Dobson owns
wireless operations in 16 states.  

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 22, 2004,
Moody's Investors Service assigned a B2 rating to the proposed
first priority senior secured notes due 2011 and a B3 rating to
the second priority notes due 2012 being issued by Dobson Cellular
Systems, Inc., a subsidiary of Dobson Communications Corp.  In
addition, Moody's downgraded Dobson Communications' senior implied
rating to Caa1 and its senior unsecured rating to Ca, among other
ratings actions.  The ratings outlook remains negative.

Dobson Communications Corporation

   -- Senior implied rating downgraded to Caa1 from B2

   -- Issuer rating downgraded to Ca from Caa1

   -- $300 million 10.875% Senior Notes due 2010 downgraded to Ca
      from Caa1

   -- $594.5 million 8.875% Senior Notes due 2013 downgraded to Ca
      from Caa1

   -- 12.25% Senior Exchangeable Preferred Stock due 2008
      downgraded to C from Caa3

   -- 13% Senior Exchangeable Preferred Stock due 2009 downgraded
      to C from Caa3

American Cellular Corporation, (f.k.a. ACC Escrow Corp.)

   -- $900 million 10% Senior Notes due 2011 downgraded to Caa1
      from B3

Dobson Cellular Systems, Inc.

   -- $75 million (reduced from $150 million) senior secured
      revolving credit facility due 2008 affirmed at B1

   -- $550 million senior secured term loan due 2010 rating
      withdrawn

   -- $250 million (assumed proceeds) First Priority Fixed Rate
      Senior Secured Notes due 2011 assigned B2

   -- $250 million (assumed proceeds) First Priority Floating Rate
      Senior Secured Notes due 2011 assigned B2

   -- $200 million (assumed proceeds) Second Priority Senior
      Secured Notes due 2012 assigned B3

The downgrade of the senior implied rating to Caa1 reflects the
much weaker than expected cash flow in 2004 and beyond for the
Dobson Communications family and the resulting negative
consolidated free cash flows of the company. Further, the
downgrade reflects the expectation that, absent material
improvement in cash flow generation from the Dobson Cellular
subsidiary, Dobson Communications' capital structure is
unsustainable.


DTI DENTAL: Names Brenda Edwards Chief Financial Officer
--------------------------------------------------------
DTI Dental Technologies, Inc., (TSX VENTURE:DTI) appoints Brenda
Edwards to the position of Chief Financial Officer.  Prior to her
appointment, Ms. Edwards served as Vice President Finance of DTI
Dental Technologies, Inc.  She has extensive experience in public
and private companies gained through 10 years in senior positions
as Chief Financial Officer of Sears Health Food & Fitness, and
Director of Finance for Minolta.

"Since joining DTI in 2003, Ms. Edwards has been instrumental in
designing and implementing a wide range of new initiatives and
corporate strategies," said Mr. Kalaw. "She has been a leader in
our restructuring and tax planning efforts and has provided
invaluable guidance as we prepare DTI for the future.  I look
forward to working with Ms. Edwards in her new role as we face new
challenges and opportunities," said Mr. Kalaw.

DTI Dental Technologies, Inc., is one of North America's fastest
growing, multi-site operators of premium quality dental
laboratories, with fourteen dental laboratories in Canada and the
United States.  DTI's core business strategy is to develop and
operate a national network of high quality dental laboratories in
order to manufacture and distribute restorative and cosmetic
dental prosthetics to dentists in Canada and the United States.
DTI's experienced management team is committed to building
shareholder value by increasing market share, revenue and cash
flow through carefully targeted acquisitions and improved
marketing, training, and business processes.  DTI is well
positioned to capitalize on growing demand by our aging population
for high quality cosmetic and restorative dental products.

At Sept. 30 2004, DTI Dental's stockholders' deficit narrowed to
CDN$4,036,645 from CDN$4,233,256 at Dec. 31, 2003.


ENDURANCE SPECIALTY: Issuing FY 2004 Financial Results on Feb. 16
-----------------------------------------------------------------
Endurance Specialty Holdings Ltd., (NYSE:ENH) a Bermuda-based
provider of property and casualty insurance and reinsurance, said
it will issue its financial results for the quarter and fiscal
year ended Dec. 31, 2004, on Wednesday, Feb. 16, 2005, after the
close of the financial markets.

On Thursday, Feb. 17, 2005, Kenneth LeStrange, Chairman, President
and CEO, Steven Carlsen, Chairman of the Underwriting Committee,
David Cash, Chief Actuary and Chief Risk Officer, and James
Kroner, Chief Financial Officer will host a conference call at
8:30 AM (Eastern) to discuss the financial results.

The conference call can be accessed via telephone by dialing (800)
810-0924 (toll-free) or (913) 981-4900 (international).  A
telephone replay of the conference call will be available through
March 2, 2005 by dialing (888) 203-1112 (toll-free) or (719) 457-
0820 (international) and entering the pass code: 214536.  The
public may access a live broadcast of the conference call at the
"Investors" section of Endurance's Web site --
http://www.endurance.bm/

               About Endurance Specialty Holdings

Endurance Specialty Holdings Ltd. -- http://www.endurance.bm/--  
is a global provider of property and casualty insurance and
reinsurance.  Through its operating subsidiaries, Endurance
currently writes property per risk treaty reinsurance, property
catastrophe reinsurance, casualty treaty reinsurance, property
individual risks, casualty individual risks, and other specialty
lines.  Endurance's operating subsidiaries have been assigned a
group rating of A (Excellent) from A.M. Best and A- from Standard
& Poor's.  Endurance's headquarters are located at Wellesley
House, 90 Pitts Bay Road, Pembroke HM 08, Bermuda and its mailing
address is Endurance Specialty Holdings Ltd., Suite No. 784, No.
48 Par-la-Ville Road, Hamilton HM 11, Bermuda.

                          *     *     *

As reported in the Troubled Company Reporter's June 18, 2004,
edition, Standard & Poor's Ratings Services assigned its 'BBB'
counterparty credit rating to Endurance Specialty Holdings Ltd.
and its preliminary 'BBB' senior debt, 'BBB-' subordinated debt,
and 'BB+' preferred stock ratings to the company's $1.8 billion
universal shelf registration.


ENRON: Indemnification Claims Bar Date Extended Until July 18
-------------------------------------------------------------
Pursuant to their Chapter 11 Plan, Reorganized Enron Corporation
and its debtor-affiliates' indemnification obligations arising
from services of officers and directors during the period from and
after the Petition Date will constitute Administrative Expense
Claims to the extent previously authorized by a final order.

In accordance with the provisions of the Confirmation Order and  
Rule 3003(c)(3) of the Federal Rules of Bankruptcy Procedure, all  
holders of claims against the Debtors:

   (i) arising or accruing from and after the Petition Date
       through and including November 17, 2004; and  

  (ii) entitled to first priority pursuant to Section 507(a)(1)  
       of the Bankruptcy Code as administrative expenses of these  
       Chapter 11 cases,

were required to file the claims with the U.S. Bankruptcy Court
for the Southern District of New York on or before January 18,
2005.

Specifically, on or before the Administrative Expense Bar Date,  
holders of Indemnification Claims must file a request for payment  
on account of their claims against any of the Debtors, which  
proof must specify all relevant details and be accompanied by all  
relevant supporting documentation.

Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, in New York,  
informs the Court that the Reorganized Debtors are unable to  
identify the officers and directors entitled to indemnification  
pursuant to the Plan.  Thus, it is impossible for the Debtors to  
extend the deadline for the filing of Indemnification Claims by  
entering into stipulation or letter agreement, as is often done  
in other circumstances, because the holders of claims affected by  
the imposition of a premature deadline are currently unknown.

At the Reorganized Debtors' request, Judge Gonzalez extends the  
deadline for filing Indemnification Claims until July 18, 2005,  
at 5:00 p.m.  The Debtors may seek a further extension of the  
deadline by filing a notice of extension with the Court.

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.  The Confirmed Plan took effect on
Nov. 17, 2004.  Martin J. Bienenstock, Esq., and Brian S. Rosen,
Esq., at Weil, Gotshal & Manges, LLP, represent the Debtors in
their restructuring efforts.


EYE CARE: Moody's Junks $300 Million Senior Subordinated Notes
--------------------------------------------------------------
Moody's Investors Service confirmed the ratings of Eye Care
Centers of America -- ECCA, concluding the review that was
initiated on December 8, 2004, following the company's
announcement of an acquisition by Moulin and Golden Gate Capital.   
Moody's also assigned a new B2 rating to the proposed $190 million
senior secured credit facility and a Caa1 rating to the proposed
$150 million 9% senior subordinated notes due 2015.  Outlook has
been changed to negative.

These ratings have been confirmed:

   * Senior implied rating at B2;
   * Senior unsecured issuer rating at B3;
   * $25 million secured revolving credit facility at B2;
   * $55 million secured Term loan A at B2:
   * $62 million secured Term loan B at B2;
   * $100 million senior subordinated notes due 2008 at Caa1;
   * $50 million senior subordinated notes due 2008 at Caa1

These ratings have been assigned:

   * $165 million senior secured Term loan B at B2;
   * $25 million senior secured revolving credit facility at B2;
   * $150 million senior subordinated notes due 2015 at Caa1

The ratings confirmations reflect expectations that the
acquisition of ECCA by Moulin will be facilitated without a
material impact to ECCA's operating performance, with the expected
cost savings from the transaction partially offsetting the
increased financial leverage.  The company's ratings benefit from
good market shares in its key operating regions as well as strong
value and service strategy.  However, the ratings are constrained
by the company's modest, albeit improving, operating margins, and
the formidable competitive threat posed by the recent merger of
the number one and two optical retailers.  Pursuant to the
transaction the company's adjusted leverage will deteriorate to
6.5x from 5.4x while interest coverage will decline to 1.9x from
2.2x.

The negative rating outlook incorporates the increased financial
risks and challenges posed by a cross border relationship and
supply arrangement.

The newly rated senior secured credit facilities and the senior
subordinated notes are part of the financing package to consummate
the transaction valued at $450 million.  These securities will be
issued by Eye Care Centers of America, the principal operating
entity.  Proceeds from the term loan B, the senior subordinated
note, $1.5 million of common stock and the $161.5 million of
unrated preferred stock ($91.5 million to Moulin and $70 million
to Golden Gate Capital) are expected to be used to repay the
$130 million aggregate outstanding balances on the subordinated
notes ($20 million was redeemed in 2002), outstanding amounts
under the aggregate $117 million term loans A and B, outstanding
amounts on the revolver and buy out the existing financial
sponsor.  The ratings on the revolver, term loans and senior
subordinated notes will be withdrawn upon the restructuring of the
bank facility and tendering of the notes.

The financing package includes the issuance of perpetual PIK
preferred stock with an option granted to Golden Gate to put its
interest to Moulin at the end of four years.  In the event Moulin
cannot satisfy the put, Golden Gate can force an auction of ECCA.   
The value of the put option at the end of the four-year period is
in excess of $145 million, or roughly one-third of Moulin's
current total assets.  Because of its perpetual maturity and
non-cash paying features, Moody's views the preferred stock more
as quasi equity, although we are cognizant of the potential
disruption the put option could place on the company.

The purchasers, Moulin International Holding Ltd., a Hong Kong
based eye frame manufacturer, and Golden Gate Capital , a private
equity firm located in San Francisco, will own 56% and 43%,
respectively, of ECCA.  Moulin, with 44 years of operating
history, is the largest Asian and third largest global eye frame
manufacturer.  Moulin's existing and future product development
strategy is primarily focused in the mid-market, value segment.

Moody's does not expect the company to alter its current operating
strategy as a result of this acquisition.  ECCA seeks to
differentiate itself by a strategy of added value and services to
its customers.  The generally favorable demographic trend arising
from an aging population and the increased role of managed care
programs provide a good foundation for the company to pursue its
strategy.  Managed care optical plans have grown in popularity.
Although they pressure pricing, they are also likely to increase
traffic to larger chains that provide a broader scope of
locations, market position, and information systems.

The B2 rating of the senior secured credit facilities reflects
their senior position in ECCA's capital structure and upstream
guarantees from domestic subsidiaries, but the ratings are
constrained by the modest level of tangible assets relative to the
secured debt.  Covenants include a maximum leverage ratio, minimum
interest coverage ratio and maximum capital spending.  The B2
rating on the revolving credit facility and the term loan B are
set at the senior implied rating because these facilities
constitute a substantial portion of the funded debt of the
company.

The Caa1 rating on the senior subordinated notes is notched two
ratings levels from the B2 senior implied, reflecting the
unsecured and subordinate position of the securities in the
capital structure.  They are guaranteed by each guarantor of the
senior secured credit facilities but on a senior subordinated
basis.  If Golden Gate forces an auction of ECCA after the fourth
anniversary of the note issuance that results in a change of
control, the note holders have the right to require the company to
purchase such notes at 101% of the principal plus accrued and
unpaid interest.  Provisions in the indenture are expected to
restrict additional indebtedness, dividends, investments, liens,
asset sales, affiliate transactions, and mergers and acquisitions.

Moody's will consider stabilizing the ratings if ECCA is able to
successfully manage its relationship/supply arrangement with
Moulin and derive the projected cost savings, which would improve
operating margins and decrease leverage (adjusted leverage would
need to decrease below 6.0x and operating margins would have to
start approaching 11.5%).  ECCA's ability to compete successfully
with the recently merged #1 and #2 competitors is also an
important consideration in stabilizing the ratings.  Negative
ratings actions could be considered if the relationship/supply
arrangement with Moulin results in operating problems or if the
company exhibits a reversal of business strategy or a change in
financial policy.  Moody's expects 2005 operating margins
(EBIT/revenue) to approximate 11%.  Adjusted leverage (funded debt
plus 8x rent/EBITDAR), for 2005 is expected to be between 6.0x and
6.5x.

Eye Care Centers of America, Inc., headquartered in San Antonio,
Texas, operates 377 stores in the U.S. under the EyeMasters and
other regional trade names.  Sales for 2004 were approximately
$290 million.


FALCON PRODUCTS: Defaults Under Note Indenture & Sr. Bank Loans
---------------------------------------------------------------
Falcon Products, Inc. (OTC: FCPR), a leading manufacturer of
commercial furniture, is continuing its efforts to negotiate a
consensual financial restructuring of its balance sheet.  The
Company has received proposals from representatives of two
creditor constituencies.  Both proposals involve the infusion of
additional equity capital and the conversion of debt to equity.  
These transactions, if consummated, would result in a reduction of
approximately $145-165 million of debt which would enable the
Company to return its focus towards growing its business and
taking advantage of opportunities within the markets it serves.  
Both proposals also focus on safeguarding the interests of the
Company's customers, vendors and employees.  Although the Company
is actively seeking to reach agreement regarding a consensual
financial restructuring plan there can be no assurances that this
will occur.

The Company did not make its interest payment under the Notes
within the 30-day grace period that commenced on Dec. 15, 2004.  
As a result, an event of default has occurred under the Note
indenture.  Also, as previously announced, the Company continues
to be in default under its senior credit facilities.  The Company
is currently finalizing negotiations with its senior lenders to
provide the Company with additional interim liquidity while the
restructuring negotiations continue.  There can, however, be no
assurances that these efforts will be successful.

The Company believes it is likely that any financial restructuring
it undertakes will be implemented through court assisted
reorganization.  Based on the restructuring proposals received by
the Company, amounts due vendors would not be impacted by any such
reorganization, assuming a consensual agreement is reached.  The
Company will continue to invest substantial time and resources in
its efforts to reach a consensual agreement on a financial
restructuring plan while at the same time evaluating alternatives
that may be appropriate.  There can, however, be no assurances
that any transaction contemplated by the proposals will be
consummated.

                        About the Company

Falcon Products, Inc., is the leader in the commercial furniture
markets it serves, with well-known brands, the largest
manufacturing base and the largest sales force.  Falcon and its
subsidiaries design, manufacture and market products for the
hospitality and lodging, food service, office, healthcare and
education segments of the commercial furniture market.  Falcon,
headquartered in St. Louis, Missouri, currently operates 8
manufacturing facilities throughout the world and has
approximately 2,100 employees.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 23, 2004,
Moody's Investors Service downgraded the senior subordinated notes
of Falcon Products, Inc., to C from Ca, and the issuer rating of
Falcon Products, Inc., to C from Caa2, and downgraded the senior
implied rating to Ca from Caa1.  The rating outlook remains
negative.


FECTEAU VENTILATION: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Fecteau Ventilation & Fabricating Company, Inc.
        24631 Gibson Drive
        Warren, Michigan 48089-4321
        Tel: (586) 754-4240
        Fax: (586) 754-7266
        Email: fecteauvent@sbcglobal.net

Bankruptcy Case No.: 05-41068

Type of Business: The Debtor is a member of SMACNA, an
                  international trade association dedicated to
                  providing products, services, and
                  representation.  See http://www.smacna.org/

Chapter 11 Petition Date: January 13, 2005

Court: Eastern District Of Michigan (Detroit)

Judge:  Marci B. McIvor

Debtor's Counsel: Drew S. Norton, Esq.
                  Norton & Norton
                  401 South Old Woodward, Suite 450
                  Birmingham, Michigan 48009
                  Tel: (248) 203-9940


FEDERAL-MOGUL: Agrees to Extend Bar Date for Environmental Claims
-----------------------------------------------------------------
Federal-Mogul Corporation and its debtor-affiliates have reached
an agreement in principle with the United States Environmental
Protection Agency and the Federal Natural Resource Trustees and
certain other parties on the terms of a global settlement
respecting environmental claims.  The parties also continued to
address a number of issues arising out of the environmental claims
held by certain state governments to determine their participation
in the proposed global settlement.

In the interest of allowing the parties to finalize the global
settlement agreement and to provide time to obtain the necessary
approvals from the U.S. Bankruptcy Court for the District of
Delaware, the parties agreed to extend the Claims Bar Date with
respect to any claims of the United States EPA, to run through the
entry of a final order approving the global environmental claims
settlement agreement between the United States EPA and the Debtors
and the expiration of the appeals period respecting the order.

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


FOREST OIL: Names Cyrus D. Marter as Vice President & Gen. Counsel
------------------------------------------------------------------
Forest Oil Corporation (NYSE:FST) appointed Cyrus D. "Skip" Marter
as Vice President, General Counsel and Secretary, effective
Jan. 22, 2005.  In this position, Mr. Marter will be responsible
for all aspects of Forest's legal and corporate secretarial
functions.

Mr. Marter joined Forest in June 2002.  He served as Senior
Counsel for Forest until October 2004, at which time he became
Associate General Counsel.  Prior to joining Forest, Mr. Marter
was a partner in the law firm of Susman Godfrey L.L.P., Houston,
and was engaged primarily in oil and gas litigation matters.  Mr.
Marter holds a Bachelor of Science Degree in Petroleum Engineering
from Texas A&M University and a Doctorate of Jurisprudence Degree
from the University of Texas School of Law.

Newton W. "Trey" Wilson, Forest's Senior Vice President, General
Counsel and Secretary will be leaving Forest to assume the
position of Senior Vice President and General Counsel for Key
Energy Services, Inc. (NYSE: KEG).

Mr. Marter's new position will report directly to H. Craig Clark,
Forest's President and Chief Executive Officer.  Mr. Clark stated:
"I wish Trey the best in his future endeavors.  He will be missed.
However, I am extremely pleased to promote Skip to this position.
He possesses extensive legal knowledge and has an operations
background.  Skip has been involved in all facets of the
organization and is part of the ongoing restructuring that began
in 2003 to enable us to execute our 4-point game plan."

                       About the company

Forest Oil Corporation -- http://www.forestoil.com/-- is engaged  
in the acquisition, exploration, development, and production of
natural gas and crude oil in North America and selected
international locations.  Forest's principal reserves and
producing properties are located in the United States in the Gulf
of Mexico, Texas, Louisiana, Oklahoma, Utah, Wyoming and Alaska,
and in Canada in Alberta.  Forest's common stock trades on the New
York Stock Exchange under the symbol FST.

                          *     *     *

As reported in the Troubled Company Reporter on June 1, 2004,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Forest Oil Corp. to 'BB-'
from 'BB'.

Standard & Poor's also lowered its senior secured bank loan
rating on Forest's credit facility due 2005 to 'BB' from 'BB+'
and assigned a recovery rating of '1' to the facility.

All of the ratings were removed from CreditWatch where they were
placed with negative implications on Jan. 27, 2004.  The outlook
is stable.

The ratings downgrade on Forest reflects the company's increasing
dependence on acquisitions to offset its faltered frontier
development strategy, its high operating cost structure relative
to its peers, and its debt leverage that is not commensurate with
an acquire-and-exploit strategy.


FOSTER WHEELER: Takes $76-Mil Charge to Earnings Due to Litigation
------------------------------------------------------------------
Foster Wheeler Ltd. (OTCBB: FWHLF) will take a charge to earnings
in the fourth quarter as a result of an adverse court decision in
asbestos coverage allocation litigation involving certain of its
subsidiaries.  On Jan. 10, 2005, a New York state trial court
entered an order finding that New York, rather than New Jersey,
law applies in a lawsuit regarding the allocation of liability for
asbestos-related personal injury claims among the Foster Wheeler
entities and their various insurers.

As a result of this decision, Foster Wheeler will record a charge
to earnings in the fourth quarter of 2004 of approximately
$76 million.  After recording this charge, the Company continues
to believe that it will not be required to fund any asbestos
liabilities from its cash flow before 2010.  However, unless this
decision is reversed on appeal, Foster Wheeler expects that it
will be required to fund a portion of its asbestos liabilities
from its own cash beginning in 2010.  The amount and timing of
these funding requirements will be dependent upon, among other
things, litigated or negotiated resolution of the various disputes
between Foster Wheeler and the insurers with whom it has not yet
settled.  Also, Foster Wheeler continues to evaluate whether the
court's decision will have any additional impact on the
calculation of its insurance asset, its cash flow requirements, or
both.  Foster Wheeler intends to continue actively to pursue
settlements with its insurers and to manage its insurance
portfolio in order to minimize its cash obligations going forward.  

The Company intends promptly to file an appeal of the New York
court's decision, and believes that it has solid grounds
supporting reversal.

The litigation seeks to determine the respective obligations of
Foster Wheeler's various insurers to indemnify Foster Wheeler for
asbestos-related bodily injury losses.  The substantive laws of
New Jersey and New York apply different methods of allocating
insurance proceeds available to satisfy claims triggered over
multiple years.  The application of New York, rather than New
Jersey, law would result in Foster Wheeler realizing lower
insurance recoveries.

Since the inception of this litigation, Foster Wheeler has
calculated its estimated insurance recoveries applying New Jersey
law.  The Company based its approach on, among other
considerations, the advice of its outside asbestos litigation
counsel and its team of internal and external asbestos advisors.  
In light of the court's decision, Foster Wheeler in the fourth
quarter will calculate its estimated insurance recoveries applying
New York law, which will result in the charge to earnings.

                      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.


GREENMAN TECH: Losses Spur Auditors to Raise Going Concern Doubt
----------------------------------------------------------------
GreenMan Technologies, Inc. (AMEX: GRN), a leading recycler of
over 30 million scrap tires per year in the United States,
reported results for its fourth quarter and fiscal year ended
Sept. 30, 2004.

Bob Davis, GreenMan's President and Chief Executive Officer
stated, "During the past fifteen months, we have invested over $3
million in new equipment to increase processing capacity at our
Iowa, Minnesota, Georgia and Tennessee locations.  During the year
ended September 30, 2004, our scrap tire volume was up over 2
million tires; our gross revenue was up 8 percent when adjusted
for our Oklahoma joint venture divestiture (April 2003); end
product revenues increased 13 percent or almost $1 million and our
selling, general and administrative costs decreased 14 percent.  
We estimate that during the year ended September 30, 2004, reduced
end product revenue and excess waste disposal costs of over
approximately $1 million were associated with our damaged Georgia
waste wire processing equipment which became operational in
November 2004."

"We experienced a 7 percent increase in revenue during the quarter
ended September 30, 2004 as a result of ongoing efforts to
increase inbound tire volumes.  This benefit, however was more
than offset by severe weather experienced during the quarter which
hampered product sales nationally.  Additionally, high costs of
operation continued in the Southeast due to the fact Tennessee
continues to operate under limited conditions and our Georgia
waste wire processing system did not come on-line until November.  
It is important to note, the quarter ended September 30, 2003
included a net benefit of approximately $583,000 associated with
the receipt of insurance proceeds associated with our March 2003
fire in Georgia which was offset by a $261,000 impairment loss
recognized in the same quarter."

Mr. Davis added, "As we enter fiscal 2005, two of the three main
obstacles inhibiting our past performance have been overcome; in
June 2004 we executed a new $9 million credit facility with Laurus
Master Fund and in November we re-established our Georgia waste
wire processing capacity which unfortunately did not benefit our
fiscal 2004 results, but will be a solid contributor to future
performance.  We now are focused on implementing the necessary
processing equipment in Tennessee in order bring that facility on
line at 100 percent capacity and eliminate the significant
transportation penalties being incurred today."

                        Financial Results

             Quarterly Period Ended Sept. 30, 2004

Net sales for the three months ended September 30, 2004, were
$9,007,000, a 7 percent increase, compared to last year's net
sales of $8,409,000.  The increase was primarily attributable to
an 8 percent increase in inbound tire volumes during the quarter
ended September 30, 2004.  We processed approximately 8.2 million
passenger tire equivalents during the three months ended June 30,
2004, compared to approximately 7.6 million passenger tire
equivalents during the quarter ended September 30, 2003.  Overall
end product sales decreased slightly to $2,689,000 during the
quarter ended September 30, 2004, compared to $2,715,000 for the
same period last year.

Gross profit for the quarter ended September 30, 2004, was
$855,000 or 10 percent of net sales, compared to $1,053,000 or 13
percent of net sales for quarter ended September 30, 2003.  The
decrease is primarily due to increased disposal costs in Georgia
resulting from the delayed implementation of our Georgia waste
wire equipment as well as increased transportation and operating
costs associated with our Tennessee operation which continues to
operate on a limited basis.  Also, our Georgia operation was
negatively impacted by weather related events which occurred
during the quarter ended September 30, 2004, in the Southeastern
United States resulting in lower in bound tire volumes and plant
operating efficiencies.

Selling, general and administrative expenses for the quarter ended
September 30, 2004, was $1,323,000 or 15 percent of net sales,
compared to $1,306,000 or 16 percent of net sales for the quarter
ended September 30, 2003.

During the three months ended September 30, 2003, we recorded a
non-cash impairment loss of $261,000 associated with the
reconfiguration of our Wisconsin operation and the write-down of
certain idle assets to their net realizable value.

As a result of the foregoing, our operating loss for the quarter
ended September 30, 2004, decreased $46,000 or 9 percent to
$468,000 as compared to an operating loss of $514,000 for the
quarter ended September 30, 2003.

Interest and financing costs for the quarter ended September 30,
2004, increased $32,000 or 10 percent to $366,000 as compared to
$334,000 for the quarter ended September 30, 2003.

During the quarter ended September 30, 2003, in addition to the
disruption of operations and lost revenues caused by the March
2003 fire, the Georgia plant incurred additional direct costs
relating to damaged equipment and excess disposal costs totaling
approximately $139,000 which was offset by an insurance recovery
of $722,000 relating to claims submitted through September 30,
2003, resulting in a net benefit of $583,000 realized during the
quarter ended September 30, 2003.

As a result of the foregoing, our net loss for the quarter ended
September 30, 2004, increased $448,000 to $834,000 or $.04 per
basic share, compared to a net loss of $386,000 or $.02 per basic
share for quarter ended September 30, 2003.

                 Fiscal Year Ended Sept. 30, 2004

Net sales for the year ended September 30, 2004, were $30,777,000,
a 4 percent increase, compared to last year's net sales of
$29,680,000, which included approximately $1,357,000 of net sales
associated with our majority owned joint venture which was
divested on April 1, 2003, and two kiln relationships terminated
during fiscal 2003.  We processed approximately 31 million
passenger tire equivalents during the year ended September 30,
2004, compared to approximately 29 million passenger tire
equivalents during the year ended September 30, 2003.

Overall end product sales increased approximately $963,000 to
$8,540,000 during the year ended September 30, 2004, compared to
$7,577,000 for the same period last year, despite our Georgia
waste wire processing equipment being off-line since April 2003.  
The 13 percent increase in end product sales is attributable to
implementation of our waste wire processing equipment in the
Midwest during the second half of fiscal 2003 and stronger crumb
rubber and tire derived fuel sales during the year ended
September 30, 2004.  The overall quality of revenue (revenue per
passenger tire equivalent) benefited from increased tire volumes
and end product sales, which partially offset a 6 percent
reduction in tipping fees resulting from lower tipping fees in
certain markets.

Gross profit for the year ended September 30, 2004, was $3,716,000
or 12 percent of net sales, compared to $3,978,000 or 13 percent
of net sales for year ended September 30, 2003.  The gross profit
for the years ended September 30, 2004, and 2003 reflects the fact
we continue to absorb an estimated $2,000,000 and $1,300,000,
respectively, of excess transportation and disposal costs and
reduced end product revenue resulting from the delayed
implementation of our Tennessee facility and Georgia waste wire
equipment.

Selling, general and administrative expenses for the year ended
September 30, 2004, decreased $756,000 to $4,679,000 or 15 percent
of net sales, compared to $5,435,000 or 18 percent of net sales
for the year ended September 30, 2003.  The reduction is due to a
focused effort to reduce corporate wide expenses and the
elimination of expenses associated with our majority owned joint
venture which was divested in April 2003.

During the year ended September 30, 2003, we recorded a non-cash
impairment loss of $261,000 associated with the reconfiguration of
our Wisconsin operation and the write-down of certain idle assets
to their net realizable value.

As a result of the foregoing, our operating loss for the year
ended September 30, 2004, decreased 44 percent or $755,000 to
$963,000, compared to an operating loss of $1,718,000 for the year
ended September 30, 2003.

Interest and financing costs for the year ended September 30,
2004, increased $473,000 to $1,859,000, compared to $1,386,000 for
the year ended September 30, 2003.  The increase was primarily
attributable to the inclusion of approximately $407,000 of
deferred financing costs associated with our fiscal 2004 financing
efforts.

In addition to the lost product revenues caused by the March 2003
fire at our Georgia facility, we also incurred additional direct
costs relating to excess disposal costs totaling approximately
$95,000, which were offset by an insurance recovery of $208,000
received during the year ended September 30, 2004.  During the
year ended September 30, 2003, we incurred additional direct costs
relating to damaged equipment and excess disposal costs totaling
approximately $390,000 which was offset by an insurance recovery
of $821,000 relating to claims submitted through September 30,
2003.  During the year ended September 30, 2004, we also recorded
other income of approximately $90,000 relating to a settlement for
damaged product.

As a result of the foregoing, our net loss for the year ended
September 30, 2004, decreased $248,000 or 9 percent to $2,645,000
or $.15 per basic share, compared to a net loss of $2,893,000 or
$.18 per basic share for year ended September 30, 2003.

                       Going Concern Doubt

The Company's accountants, Wolf & Company, P.C., disclosed in its
report a substantial doubt about the company's ability to continue
as a going concern.  The Company said it incurred substantial
losses from operations and has a working capital deficiency of
$3,522,130 at September 30, 2004.

"Our liquidity had been significantly and adversely affected since
our primary source of working capital financing and long term
debt, Southern Pacific Bank and its wholly owned subsidiary Coast
Business Credit, were closed by the Commissioner of Financial
Institutions of the State of California in February 2003," the
Company said in its Form 10-K report filed with the Securities and
Exchange Commission.  

"In particular, we have had to significantly slow down or delay
the implementation of several growth initiatives, including
establishing a new high volume tire processing facility in
Tennessee, shredding and screening upgrades in Georgia and
Minnesota, and the installation of our waste wire processing
equipment in Minnesota.  These conditions have caused us to incur
both significant expenses in the short-term and have limitations
on our ability to grow in the longer-term."

                         Conference Call

GreenMan will hold a conference call today, Jan. 20, 2005, at
12:00 PM (Eastern Time) to discuss the results for its fourth
quarter and fiscal year end and specifically address positive
actions that have been taken and are currently being taken to
address the going-concern opinion issued by the company's auditors
on the September 30, 2004, audited financial statements.  To
participate, call 1-800-289-0730 and ask for the GreenMan call.

                        About the Company

GreenMan was founded in 1992 and today is comprised of six
operating locations that collect, process and market over 30
million scrap tires in whole, shredded or granular form.  We are
headquartered in Lynnfield, Massachusetts and currently operate
tire processing operations in California, Georgia, Iowa,
Minnesota, Tennessee and Wisconsin and operate under exclusive
agreements to supply whole tires used as alternative fuel to
cement kilns located in Alabama, Florida, Georgia, Illinois,
Missouri, Tennessee and Texas.


HOLLINGER INT'L: Files 2003 Annual Report & Restates Past Results
-----------------------------------------------------------------
Hollinger International, Inc., (NYSE: HLR) filed its Annual Report
on Form 10-K for the year ended December 31, 2003, with the
Securities and Exchange Commission.  The Report has been posted in
the "Financial Info" section of the Company's Web site,
http://www.hollingerinternational.com/and will also be available  
at http://www.sec.gov/

"The filing of our 2003 10-K reflects substantial work on the part
of our management team and Special Committee, and represents an
important step toward normalizing our activities.  We will now
work diligently to bring all of our required filings up to date as
quickly as possible," said Gordon A. Paris, Interim Chairman,
President and Chief Executive Officer of Hollinger International.

The Report filed includes the Company's financial results for the
year ended December 31, 2003 as well as restated financial results
for the years ended December 31, 2002, 2001, 2000, and 1999.  As
noted in the Report, the restatements reflect the findings of the
Special Committee of Hollinger International's Board of Directors,
as previously disclosed in the Special Committee's Report of
August 30, 2004, as well as the correction of accounting errors in
prior periods and reclassifications arising from the adoption of a
new FASB standard.

The Company said that its current intention is to file its other
delinquent financial reports with the SEC within approximately two
months.  The Company will also be working expeditiously to file
its 2004 Annual Report on Form 10-K.  While the Company currently
expects to file a request from the SEC for a 15-day extension
beyond the required filing date of March 16, 2005, to complete and
file the 2004 10-K, it noted that due to the anticipated work
involved in the audit, it may not be able to complete and file the
2004 10-K by March 31, 2005.

Following the filing of its 2004 Annual Report on Form 10-K, the
Company intends to hold an Annual Meeting of Shareholders that
will review matters in 2003 and 2004, and will send out
proxy-related materials for that meeting at the appropriate time.  
The Company currently anticipates the Meeting will occur in
June 2005.

Hollinger International, Inc., is a newspaper publisher whose
assets include The Chicago Sun-Times and a large number of
community newspapers in the Chicago area as well as in Canada.

                          *     *     *

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 INTERNATIONAL: Pays $227 Million Special Dividend
-----------------------------------------------------------
Hollinger International, Inc., (NYSE: HLR) paid the Special
Dividend of $2.50 per share to holders of record on
January 3, 2005, of shares of its Class A Common Stock, par value
$0.01 per share, and its Class B Common Stock, par value $0.01 per
share.  The Special Dividend was declared by the Company's Board
of Directors on December 16, 2004, as the first tranche of a
two-part distribution of $500 million of proceeds from the sale of
Telegraph Group Limited.  

"We have begun the process of returning to our stockholders a
significant portion of the proceeds from the sale of our U.K.
Newspaper Group, and expect to announce the form of the second
tranche of the distribution shortly," said Gordon A. Paris,
Interim Chairman, President and Chief Executive Officer of
Hollinger International. "Even after we complete the distribution
of the total $500 million, we will continue to have sufficient
liquidity to fund our operations and avail ourselves of
opportunities to position Hollinger International for continued
value creation for all of our shareholders."

In July 2004, Hollinger International sold The Telegraph Group for
$1.3 billion in cash, and used approximately $600 million of the
proceeds to repay indebtedness, leaving the Company substantially
debt-free.  As previously announced, the Company's Board of
Directors determined it to be in the best interests of the Company
and its shareholders to distribute $500 million of the remaining
proceeds from the sale of The Telegraph Group, with the Special
Dividend in an aggregate amount of approximately $227 million as
the first tranche of the proposed distribution.

The Company also stated on December 16, 2004, that its Board of
Directors intended to distribute an additional amount of
approximately $273 million in the form of a tender offer for its
shares of common stock, although the Board indicated that it might
consider a second special dividend to complete the distribution,
instead of a tender offer.  There can be no assurance that the
second part of the distribution will be made or, if made, whether
it will be in the form of a tender offer or a dividend, and if a
tender offer, as to the price or form such offer will take.

Hollinger International, Inc., is a newspaper publisher whose
assets include The Chicago Sun-Times and a large number of
community newspapers in the Chicago area as well as in Canada.

                         *     *     *

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.


HUFFY CORP: Court Fixes March 15 as Last Day to File Claims
-----------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
Ohio, Western Division, established March 15, 2005, at 4:00 P.M.
Eastern Standard Time, as the final date and time for filing
proofs of claim or interest against Huffy Corporation (OTC: HUFCQ)
and certain of its subsidiaries.

On Oct. 20, 2004, Huffy Corporation and certain of its
subsidiaries filed voluntary petitions for relief under Chapter 11
of the United States Bankruptcy Code in the United States
Bankruptcy Court for the Southern District of Ohio, Western
Division.  The bankruptcy cases are being jointly administered
under Case No. 04-39148.  Huffy Corporation and its subsidiaries
continue to operate their businesses and manage their properties
as debtors in possession.

Pursuant to the Bar Date Order, each person or entity that wishes
to assert a claim against Huffy Corporation and/or one of its
subsidiaries arising or deemed to have arisen prior to the
petition date must file, either by mail, messenger, overnight
courier, or electronically through the Court's CM/ECF system, an
original proof of claim or interest with the:

            Clerk of Court
            United States Bankruptcy Court
            120 Third Street
            Dayton, Ohio 45402

substantially in conformity with Official Form 10, on or before
the Bar Date.  A copy of the Bar Date Order can be obtained
through Huffy Corporation's Claims Agent's Web site at:
http://www.trumbullgroup.com/

Headquartered in Miamisburg, Ohio, Huffy Corporation --
http://www.huffy.com/-- designs and supplies wheeled and related  
products, including bicycles, scooters and tricycles.  The Company
and its debtor-affiliates filed for chapter 11 protection on
Oct. 20, 2004 (Bankr. S.D. Ohio Case No. 04-39148).  Kim Martin
Lewis, Esq., and Donald W. Mallory, Esq., at Dinsmore & Shohl LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$138,700,000 in total assets and $161,200,000 in total debts.


INLAND FIBER: Debt Acceleration Spurs S&P to Lower Rating to 'D'
----------------------------------------------------------------
Standard & Poor's Rating Services lowered its ratings on Inland
Fiber Group LLC (formerly U.S. Timberlands Klamath Falls LLC) to
'D' from 'CCC'.

"The downgrade follows Inland Fiber's announcement on Jan. 13,
2005, that the company received an acceleration notice from the
trustee under the indenture governing the company's $225 million
9.625% notes due 2007 and that the entire principal amount of the
notes is due and payable," said Standard & Poor's credit analyst
Dominick D'Ascoli.  "Inland Fiber does not have the means to make
this payment."

While the trustee had previously sent the company notice of
default on May 17, 2004, the issue was being litigated in court.
In December 2004, the Delaware Chancery Court granted a motion for
partial summary judgment in favor of the trustee declaring that an
Event of Default exists under the indenture with regard to certain
related party transactions occurring between 1999 and 2001.  The
company intends to appeal the ruling.

Inland Fiber's principal operations consist of growing and
harvesting timber and selling logs and standing timber to third-
party wood processors.


INTERSTATE BAKERIES: Court Approves FTI Retention as Advisors
-------------------------------------------------------------
The United States Bankruptcy Court for the Western District of
Missouri gave the Official Committee of Unsecured Creditors of
Interstate Bakeries Corporation, et al., permission to retain FTI
Consulting, Inc., as its financial advisors.

As the Committee's financial advisors, FTI will:

     (1) assist in the review of the Debtors' current and
         historical operating performance;

     (2) assist the Committee with information and analyses
         required pursuant to the Debtors' DIP financing,
         including, but not limited to, preparation for hearings
         regarding the use of cash collateral and DIP financing;

     (3) assist in the review of the Debtors' proposed key    
         employee retention and other critical employee benefit
         programs;

     (4) assist and advise the Committee with respect to the
         Debtors' identification of core business assets,
         disposition of assets or liquidation of unprofitable
         operations;

     (5) assist in the review of the Debtors' performance of cost
         or benefit evaluations with respect to the affirmation or
         rejection of various executory contracts and leases;

     (6) assist with the valuation of the present level of
         operations and identification of areas of potential cost
         savings, including overhead and operating expense
         reductions and efficiency improvements;

     (7) assist in the review of financial information distributed
         by the Debtors to creditors and others, including, but
         not limited to, cash flows projections and budgets, cash
         receipts and disbursement analysis, analysis of various
         asset and liability accounts and analysis of proposed
         transactions for which Court approval is sought;

     (8) attend meetings and assist in discussions with the
         Debtors, potential investors, banks, other secured
         lenders, the Committee and any other official committees
         organized in the Debtors' Chapter 11 cases, the U.S.
         Trustee, other parties-in-interest and hired
         professionals, as requested;

     (9) assist in the review and preparation of information and
         analysis necessary for the confirmation of a plan in the
         Debtors' bankruptcy cases; and

    (10) render other general business consulting or other
         assistance that is not duplicative of services provided
         by other professionals in the Debtors' cases.

FTI will receive a $150,000 monthly fee as payment for its
services.  FTI may be entitled to a success fee, if supported by
the Committee.

Michael C. Eisenband, a partner at FTI, assures the Court that
the firm does not represent any other entity having an adverse
interest in connection with the Debtors' bankruptcy cases.  FTI
will conduct an ongoing review of its files to ensure that no
conflicts or other disqualifying circumstances exist or arise.

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)


IWO HOLDINGS: Section 341(a) Meeting Slated for Feb. 9
-------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of IWO
Holdings, Inc., and its debtor-affiliates' creditors at
10:00 a.m., on February 9, 2005, at J. Caleb Boggs Federal
Building, 5th Floor, Room 5209 in Wilmington, Delaware 19801.  
This is the first meeting 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 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 Lake Charles, Louisiana, IWO Holdings, Inc., --
http://iwocorp.com/-- through its Independent Wireless One
Corporation subsidiary, is a PCS affiliate of Sprint PCS.  IWO
Holdings provides mobile digital wireless personal communications
services, or PCS, under the Sprint and Sprint PCS brand names in
upstate New York, New Hampshire (other than Nashua market),
Vermont and portions of Massachusetts and Pennsylvania.  The
Debtors filed for chapter 11 protection on January 4, 2005 (Bankr.
D. Del. Case Nos. 05-10009 to 05-10011).  Jeffrey L. Tanenbaum,
Esq., at Weil Gotshal & Manges LLP, and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  When the Debtors sought bankruptcy
protection, they reported assets amounting to $246,921,000 and
debts amounting to $413,275,000.


IWO HOLDINGS: Wants to Continue with Ordinary Course Professionals
------------------------------------------------------------------          
IWO Holdings, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
continue to employ, retain and pay professionals they turn to in
the ordinary course of business without bringing formal employment
applications to the Court.

In the day-to-day management of their businesses, the Debtors
regularly call on various professionals to provide them with
various services, including accounting, engineering, legal,
financial and tax, and other professional services that are
critical to the daily operation of their businesses.

Because their businesses are huge and complex, the Debtors tell
the Court that it would be costly and time-consuming to require
each Ordinary Course Professional to file separate employment and
compensation applications with the Court.

The Debtors assure the Court that:

   a) no Ordinary Course Professional will be paid in excess of
      $30,000 per month and all of those Professionals' aggregate
      income will not exceed $150,000 per month; and

   b) each Ordinary Course Professional will submit to the Court
      an affidavit of disinterestedness and copies of the
      affidavit will be served to the Debtors' counsel, the
      Creditors Committee's counsel and the U.S. Trustee.

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


JAZZ GOLF: Executives Agree to Buy $250K Worth of Common Shares
---------------------------------------------------------------
Jazz Golf Equipment, Inc., (TSX VENTURE:JZZ.A) reported that
certain of the directors and senior officers of the Company have
agreed to acquire up to $250,000 worth of common shares at a price
of $0.08 per share.  Funds raised will be used for working capital
purposes.  The shares to be issued will be subject to a four-month
hold period in accordance with TSX Venture Exchange Policies.

The transaction is a related party transaction under TSX Venture
Exchange policies (which incorporate OSC Policy 61-501).  Jazz
Golf is relying on available exemptions from the valuation and
minority shareholder approval requirements of that policy.

Jazz Golf Equipment Inc. manufactures and distributes, primarily
in Canada, high quality golf clubs and accessories.

At Aug. 31, 2004, the Company's stockholders' deficit narrowed to
$935,457, compared to a $1,737,499 deficit at Aug. 31, 2003.  


KMART CORP: Court Says Park Tower's Claim Belongs to SunTrust
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
determines that SunTrust Bank is the rightful party to maintain
the Lease Claim set forth in Park Tower's Claim.

Judge Sonderby declares that:

   (a) Park Tower, Ltd., successor to River Parkway Associates,
       assigned all of its rights in and to the lease between it
       and Kmart Corporation to SunTrust Bank, as Indenture
       Trustee, and Claim No. 28078 rightfully belongs to
       Trustee; and

   (b) Kmart will pay all dividends on or other distributions
       made on account of Claim No. 20878, along with certain of
       its domestic subsidiaries and affiliates, directly to the
       Trustee, subject to any subsequent transfer of the claim
       and compliance in connection with the transfer by the
       transferee with Rule 3001(e)(2) of the Federal Rules of
       Bankruptcy Procedure.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- is the
nation's second largest discount retailer and the third largest
merchandise retailer.  Kmart Corporation currently operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  (Kmart Bankruptcy News, Issue No. 88; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


KRISPY KREME: Has Until Jan. 24 to File October Quarterly Reports
-----------------------------------------------------------------
The lenders under Krispy Kreme Doughnuts, Inc.'s (NYSE: KKD)
Credit Facility have agreed to defer until Jan. 24, 2005, the date
on which an event of default would occur by reason of the
Company's failure to deliver financial statements for the quarter
ended October 31, 2004.  While the Company will need a further
waiver of the date for the delivery, the Company anticipates that
the actions discussed will be viewed positively by its lenders as
its discussions with its lenders continue.

As reported in the Troubled Company Reporter on Jan. 5, 2005, the
failure of the Company to deliver to its lenders the Company's
financial statements for the quarter ended October 31, 2004, on or
before Jan. 14, 2005, will, absent a waiver from the lenders,
constitute an event of default under the Company's $150 million
Credit Facility.  Additionally, the adjustments to the Company's
fiscal 2004 financial statements may also constitute an event of
default.  In the case of an event of default, lenders representing
more than 50% of the financing commitment under the Credit
Facility may direct that the Credit Facility be terminated and all
amounts outstanding thereunder be immediately due and payable.  At
October 31, 2004, the total amount outstanding under the Credit
Facility was approximately $90.9 million.

                        Unable to Borrow

The Company is currently unable to borrow funds under the Credit
Facility.  The Company believes that its existing cash, combined
with cash generated from operations, will be sufficient to fund
current operations and presently contemplated capital
expenditures.  However, borrowings under the Credit Facility or
other additional cash resources may be required if the Company is
called upon to honor its guarantees of franchisee debt or
franchisee operating leases.  At October 31, 2004, the total
guaranteed amount was approximately $52.3 million, primarily
comprised of $32.1 million related to consolidated joint ventures
and $20.2 million related to franchisees in which the Company has
less than a controlling interest.  To date, the Company has not
experienced any losses with respect to these guarantees; however,
the Company has been advised that certain of its franchisees are
not in compliance with certain covenants contained in their credit
agreements.  At October 31, 2004, the total amount of the debt
guaranteed by the Company under such credit agreements was
approximately $16.7 million.

Founded in 1937 in Winton-Salem, North Carolina, Krispy Kreme is a
leading branded specialty retailer of premium quality doughnuts,
including the Company's signature Hot Original Glazed.  Krispy
Kreme currently operates 435 stores (comprised of 399 factory
stores and 36 satellites) in 45 U.S. states, Australia, Canada,
Mexico and the United Kingdom.  Krispy Kreme can be found on the
World Wide Web at http://www.krispykreme.com/


KRISPY KREME: Stephen Cooper Replaces Scott Livengood as CEO
------------------------------------------------------------
Krispy Kreme Doughnuts, Inc., (NYSE: KKD) has named Stephen F.
Cooper Chief Executive Officer following the retirement of Scott
A. Livengood as Chairman of the Board, President and CEO and a
director of the Company.  Mr. Livengood will become a consultant
to the Company on an interim basis.  Steven G. Panagos has been
named President and Chief Operating Officer.

James H. Morgan, who has served as a director of the Company since
July 2000 and Vice Chairman since March 2004, has been elected
Chairman of the Board of Krispy Kreme.  Mr. Morgan is Chairman of
The Morgan Crossroads Funds, having previously served as Chairman
and Chief Executive Officer of Wachovia Securities, Inc.  Also,
Robert L. Strickland has been elected Vice Chairman.  Mr.
Strickland, a Krispy Kreme director since 1998, is the retired
Chairman of Lowe's Companies, Inc.

Mr. Cooper is the Chairman and Mr. Panagos is a Managing Director
of Kroll Zolfo Cooper LLC -- KZC, which the Company has retained
to be its financial advisor and interim management consultant.  
KZC is one of the world's leaders in this field.  Mr. Cooper has
more than 30 years' experience leading companies through
operational and financial restructurings and currently acts as
interim CEO, President and Chief Restructuring Officer of Enron
and prior to that acted as Vice Chairman of Laidlaw.  Mr. Panagos
is the National Practice Leader of KZC's domestic Corporate
Advisory and Restructuring Group and has more than 20 years'
experience leading companies through operational and financial
restructurings.  He formerly served as interim CEO but currently
serves as Chief Restructuring Officer of The Penn Traffic Company.  
They will be joined by a team of KZC professionals who will assist
the Company's management in strengthening Krispy Kreme's position
as a leading provider of premium quality doughnuts.  Mr. Cooper,
Mr. Panagos and their team will begin working immediately with the
Company, its management and the Board of Directors.  

"I am looking forward to working with all of the Company's
employees, franchisees, vendors and other business partners to
strengthen Krispy Kreme," said Mr. Cooper.

KZC has worked on numerous complex engagements, including Enron,
The Penn Traffic Company, NRG Energy, Inc., Federated Department
Stores, Sunbeam, Laidlaw, Washington Group International, Polaroid
Corporation, Morrison Knudsen and ICG Communications.  KZC has a
demonstrated track record in stabilizing businesses while
developing strategic plans for long-term financial strength.

"I believe that the Company's employees, franchisees, vendors and
shareholders will be excited with the energy, experience and
vision which Mr. Cooper and the KZC team will bring to the
Company.  On behalf of the Board, I want to thank Scott for his
years of dedicated service to the Company and for making himself
available to Krispy Kreme as a consultant to facilitate the
transition," said Mr. Morgan.

Founded in 1937 in Winton-Salem, North Carolina, Krispy Kreme is a
leading branded specialty retailer of premium quality doughnuts,
including the Company's signature Hot Original Glazed.  Krispy
Kreme currently operates 435 stores (comprised of 399 factory
stores and 36 satellites) in 45 U.S. states, Australia, Canada,
Mexico and the United Kingdom.  Krispy Kreme can be found on the
World Wide Web at http://www.krispykreme.com/

                         *     *     *

The failure of the Company to deliver to its lenders the Company's
financial statements for the quarter ended October 31, 2004 on or
before January 24, 2005 will, absent a waiver from the lenders,
constitute an event of default under the Company's $150 million
Credit Facility.  Additionally, the adjustments to the Company's
fiscal 2004 financial statements may also constitute an event of
default.  In the case of an event of default, lenders representing
more than 50% of the financing commitment under the Credit
Facility may direct that the Credit Facility be terminated and all
amounts outstanding thereunder be immediately due and payable.  At
October 31, 2004, the total amount outstanding under the Credit
Facility was approximately $90.9 million.

                         Unable to Borrow

The Company is currently unable to borrow funds under the Credit
Facility.  The Company believes that its existing cash, combined
with cash generated from operations, will be sufficient to fund
current operations and presently contemplated capital
expenditures.  However, borrowings under the Credit Facility or
other additional cash resources may be required if the Company is
called upon to honor its guarantees of franchisee debt or
franchisee operating leases.  At October 31, 2004, the total
guaranteed amount was approximately $52.3 million, primarily
comprised of $32.1 million related to consolidated joint ventures
and $20.2 million related to franchisees in which the Company has
less than a controlling interest.  To date, the Company has not
experienced any losses with respect to these guarantees; however,
the Company has been advised that certain of its franchisees are
not in compliance with certain covenants contained in their credit
agreements.  At October 31, 2004, the total amount of the debt
guaranteed by the Company under such credit agreements was
approximately $16.7 million.


KRISPY KREME: Systemwide Ave. Weekly Sales Down by 18% from 2003
----------------------------------------------------------------
Krispy Kreme Doughnuts, Inc., (NYSE: KKD) reported that the
results for its fourth quarter ending January 30, 2005, have been,
and may continue to be, adversely impacted by significant sales
declines.  For the eight weeks ended December 26, 2004, systemwide
and Company average weekly sales per factory store have decreased
approximately 18% and 25%, respectively, compared to the
corresponding weeks of the prior year.  The quarter is also being
adversely impacted by the substantial costs associated with the
legal and regulatory matters previously disclosed.  These factors
may result in the Company experiencing a loss for the current
quarter.  Kroll Zolfo Cooper LLC will work with the Company to
review whether it should take certain operational actions, which
could include the consolidation of store locations.  Any such
actions could result in substantial losses, although it is
expected that any restructuring charges largely would be non-cash
charges.  Systemwide average weekly sales per factory store is a
non-GAAP financial measure.  Systemwide sales data include sales
at all company and franchise stores. The Company believes
systemwide sales information is useful in assessing our market
share and concept growth.

Founded in 1937 in Winton-Salem, North Carolina, Krispy Kreme is a
leading branded specialty retailer of premium quality doughnuts,
including the Company's signature Hot Original Glazed.  Krispy
Kreme currently operates 435 stores (comprised of 399 factory
stores and 36 satellites) in 45 U.S. states, Australia, Canada,
Mexico and the United Kingdom.  Krispy Kreme can be found on the
World Wide Web at http://www.krispykreme.com/

                         *     *     *

The failure of the Company to deliver to its lenders the Company's
financial statements for the quarter ended October 31, 2004 on or
before January 24, 2005 will, absent a waiver from the lenders,
constitute an event of default under the Company's $150 million
Credit Facility.  Additionally, the adjustments to the Company's
fiscal 2004 financial statements may also constitute an event of
default. In the case of an event of default, lenders representing
more than 50% of the financing commitment under the Credit
Facility may direct that the Credit Facility be terminated and all
amounts outstanding thereunder be immediately due and payable.  At
October 31, 2004, the total amount outstanding under the Credit
Facility was approximately $90.9 million.

                        Unable to Borrow

The Company is currently unable to borrow funds under the Credit
Facility. The Company believes that its existing cash, combined
with cash generated from operations, will be sufficient to fund
current operations and presently contemplated capital
expenditures.  However, borrowings under the Credit Facility or
other additional cash resources may be required if the Company is
called upon to honor its guarantees of franchisee debt or
franchisee operating leases.  At October 31, 2004, the total
guaranteed amount was approximately $52.3 million, primarily
comprised of $32.1 million related to consolidated joint ventures
and $20.2 million related to franchisees in which the Company has
less than a controlling interest.  To date, the Company has not
experienced any losses with respect to these guarantees; however,
the Company has been advised that certain of its franchisees are
not in compliance with certain covenants contained in their credit
agreements. At October 31, 2004, the total amount of the debt
guaranteed by the Company under such credit agreements was
approximately $16.7 million.


LIN TV: Soliciting Consents to Amend 8% Senior Notes Indenture
--------------------------------------------------------------
LIN TV Corp.'s (NYSE:TVL) wholly owned subsidiary, LIN Television
Corporation, has commenced a cash tender offer for any and all of
its outstanding 8% Senior Notes due 2008.  In conjunction with the
tender offer, LIN Television Corporation is also soliciting
consents to amend the indenture under which the notes were issued
to eliminate substantially all of the restrictive covenants and
certain of the events of default contained in the indenture.  The
tender offer is being made in connection with LIN Television
Corporation's recently announced plans to offer $175 million
aggregate principal amount of its 6-1/2% Senior Subordinated Notes
due 2013.  Completion of the tender offer is not a condition to
completion of the Senior Subordinated Notes Offering.

For each $1,000 principal amount of 8% senior notes tendered, LIN
Television Corporation is offering to pay total consideration of:

     (1) a purchase price of $1,010.00, plus accrued and unpaid
         interest to, but excluding, the date of payment for the
         notes accepted for purchase and

     (2) a consent payment of $32.50 payable only to holders of
         notes who tender their notes and deliver their consents
         on or before the consent deadline.

Accordingly, holders who tender their notes and deliver their
consents on or prior to the consent deadline will receive total
consideration of $1,042.50 per $1,000 principal amount of notes,
plus accrued and unpaid interest to, but excluding, the date of
payment for the notes accepted for purchase.  Holders who tender
their notes after the consent deadline but on or prior to the
expiration date of the tender offer described below will not be
entitled to receive the consent payment, and will only receive the
purchase price of $1,010.00 per $1,000 principal amount of notes,
plus accrued and unpaid interest to, but excluding, the date of
payment for the notes accepted for purchase.  As of Jan. 18, 2005,
$166.4 million in aggregate principal amount of 8% senior notes
was outstanding.

LIN Television Corporation's obligation to complete the tender
offer and consent solicitation is subject to a number of
conditions, including LIN Television Corporation's consummation of
the Senior Subordinated Notes Offering.

The tender offer is scheduled to expire at 9:00 a.m., New York
City time, on Tuesday, Feb. 15, 2005, unless extended.  In order
to receive the consent payment, holders of 8% senior notes must
tender their notes and deliver their consents at or before 5:00
p.m., New York City time, on Monday, Jan. 31, 2005, unless
extended.

LIN Television Corporation expects to accept 8% senior notes that
are validly tendered prior to the Consent Deadline and not validly
withdrawn promptly following the Consent Deadline, if all
conditions are met or waived, and expects to pay the purchase
price and consent payment for such notes promptly following such
acceptance.  LIN Television Corporation expects to accept 8%
senior notes that are validly tendered after the Consent Deadline
and prior to the Expiration Time promptly following the Expiration
Time and expects to pay the purchase price for such notes promptly
following such acceptance.

This press release is neither an offer to purchase nor a
solicitation of an offer to sell securities and no recommendation
is made as to whether or not holders of notes should tender their
notes and provide consents pursuant to the tender offer.  The
tender offer is made only by the Offer to Purchase and Consent
Solicitation dated January 18, 2005, copies of which are being
provided to holders of the 8% senior notes.

LIN Television Corporation has retained J.P. Morgan Securities
Inc. and Deutsche Bank Securities Inc. to act as Dealer Managers
in connection with the tender offer and as Solicitation Agents in
connection with the consent solicitation.  Questions about the
tender offer may be directed to:

         J.P. Morgan Securities Inc.
         Toll-free: 866-834-4666
                    212-834-3424
      
            -- or --

         Deutsche Bank Securities Inc.
         Telephone: 212-250-7772

            -- or --

         Global Bondholder Services Corporation
         Information Agent
         Collect: 212-430-3774 for banks and brokers
                  866-387-1500 for all others


MAYTAG CORP: W.L. Beer & T.A. Briatico Leave Executive Posts
------------------------------------------------------------
Maytag Corporation (NYSE: MYG) reported that two senior
executives, both working in the Office of the President, will
leave the company, effective Jan. 31, 2005.  William L. Beer,
executive vice president and a 31-year veteran of Maytag, will
conclude his career with the company to pursue personal and other
professional opportunities.  Thomas A. Briatico, executive vice
president, will retire from Maytag after a 30-year career with the
company.

Both executives were named to the post of executive vice president
in June 2004 during Maytag's "One Company" restructuring
initiative.  This effort integrated the systems, facilities and
personnel from within Maytag Appliances, Hoover and Maytag's
corporate headquarters to form a leaner, more efficient
organizational structure.  These positions will be eliminated from
the new structure going forward.

Ralph Hake, chairman and CEO, said, "During our restructuring
effort, both Bill and Tom took on key roles, assisting with
special projects to ensure a smooth transition within the
business.  Our restructuring is now complete and both of these
highly capable executives have decided to pursue the next phase of
their lives.  I am grateful for their efforts and wish them well
in their endeavors."

Mr. Beer, 52, joined Maytag in 1974 as a market analyst and served
in a number of marketing roles in Major Appliances.  He was named
director of corporate strategy in 1991 and then in 1993 vice
president, marketing for Maytag and Admiral Products.  Beginning
in 1996, Mr. Beer served as vice president, strategic marketing,
responsible for all of the corporation's Major Appliance brands.
He was named senior vice president, product supply in 1997 and
then took on the role of president of Maytag Appliances in 1998.

Mr. Briatico, 57, began his career in 1974 with the Magic Chef
Corporation in the Admiral Appliance Divisions where he worked in
many financial roles.  Mr. Briatico served as vice president of
finance before being named vice president of manufacturing at
Maytag's Cleveland Cooking Products in 1988.  He was named vice
president and general manager at Cleveland in 1995 and then
president of Dixie-Narco Vending Systems in 2001.  In 2003, he was
named president of Hoover.

Maytag Corporation is a $4.8 billion home and commercial appliance
company focused in North America and in targeted international
markets.  The corporation's primary brands are Maytag(R),
Hoover(R), Jenn-Air(R), Amana(R), Dixie-Narco(R) and Jade(R).
    
                          *     *     *

As reported in the Troubled Company Reporter on Oct. 27, 2004,
Fitch Ratings has downgraded the senior unsecured rating on Maytag
Corp. to 'BB+' from 'BBB-' and the short-term debt rating to 'B'
form 'F3'.  The Rating Outlook is Stable.


MIRANT CORP: Files Plan of Reorganization & Disclosure Statement
----------------------------------------------------------------
Mirant (OTC Pink Sheets: MIRKQ) filed its proposed Plan of
Reorganization and Disclosure Statement yesterday, Jan. 19, 2005,
putting into motion a process intended to allow the company to
emerge from Chapter 11 protection by mid-year.  The documents were
filed in the U.S. Bankruptcy Court for the Northern District of
Texas, Fort Worth division, where the Honorable D. Michael Lynn is
presiding over the case.

The Plan sets forth the overall structure of the company and how
the claims of creditors and stockholders are to be treated. The
Disclosure Statement contains information that can enable Mirant's
creditors and stockholders to make an informed decision when
exercising their right to accept or reject the company's Plan.

If the Disclosure Statement is found by the Court to contain
adequate information, then the company will solicit votes on the
Plan from those creditors, security holders and interest holders
who are entitled to vote on the Plan. The Plan is subject to
supplementation, modification and amendment prior to confirmation.

"The filing of this Plan of Reorganization represents a key step
toward our goal of emerging from Chapter 11 protection by mid-
year," said Marce Fuller, President and Chief Executive Officer,
Mirant. "We believe this Plan allows Mirant to emerge as a
stronger, more competitive company capable of managed growth and
re-listing on a major stock exchange. Importantly, the Plan
proposes to significantly reduce balance sheet debt, allow Mirant
to retain all current U.S. and International assets and
operations, and secure adequate financing. Continued service and
sufficient credit support for customers would be ensured."

Under the Plan, Mirant's balance sheet will be materially
delevered with over $5 billion of debt, and over $1 billion of
other claims, being converted to equity.

"This plan, which we believe properly positions Mirant for a
prompt exit from Chapter 11, is the product of extensive
negotiations between the company and its official committees,"
said M. Michele Burns, Mirant's Chief Restructuring Officer and
Chief Financial Officer. "Throughout this process, we have acted
as the honest broker, working to find a common ground that is also
consistent with the company's requirements for exiting Chapter 11.
To that end, the Plan reflects a structure both creditors'
committees have expressed support for, and strikes what we believe
to be a fair compromise for the remaining stakeholders including
equity holders. Although not agreed to at this time, we anticipate
that our proposed Plan will serve as a sound platform for the
final round of negotiations."

             Security and Interest Holder Treatments

The Plan outlines how various classes of security and interest
holders would be treated, as summarized:

California Parties

   -- The Plan would implement the global settlement achieved with
      California parties.  The settlement was announced
      January 14, 2005.

Taxing Authorities

   -- Substantially all pre-petition taxes would be paid in full
      when each subsidiary emerges from Chapter 11.  Regarding the
      New York tax settlement, a complete resolution of all claims
      for property taxes in the state is proposed in the Plan.  If
      no settlement is reached at the time of Plan confirmation,
      then the New York assets in question will remain in
      bankruptcy.

Mirant Americas Generation (MAG) Debtor Claims

   -- Long-dated MAG notes, due 2011, 2021, and 2031, would be
      reinstated with accrued interest paid in cash.

   -- Short-dated MAG notes, due 2006 and 2008, and the Lehman
      Bank Facility, including accrued interest, would receive 90%
      in new MAG notes and 10% in new Mirant equity.

Mirant Debtor Claims

   -- Would receive substantially all of the new Mirant equity.

Equity Holders

   -- Current equity would be cancelled.  Each holder of current
      equity would then receive any surplus value after creditors
      are paid in full, plus the right to a pro rata share of
      warrants issued by the new company if they vote to accept
      the Plan (warrants would give each holder the right to
      purchase new Mirant shares at a set price within a certain
      period of time).  The amount equity holders will receive, if
      anything, will be determined by the Court in a valuation
      hearing to commence in mid-April 2005.

                 Other Key Components of the Plan

Obligations to Pepco

The dispute over the back-to-back agreement with Pepco would be
resolved by rejecting or recharacterizing the agreement (resulting
in the treatment of any obligations as prepetition claims), or by
excluding the obligations from the reorganized company.

Southern Company Investigation

In early 2004, Mirant's Board of Directors formed a special
committee to investigate potential claims and causes of action
arising from transactions between Mirant and its former parent,
Southern Company. The special committee instructed the company's
Chapter 11 counsel, White & Case LLP, to conduct the investigation
and report its findings. Any claims will ultimately be prosecuted
for the benefit of the company's stakeholders under the Plan.

Possible Offshore Reincorporation

An impending change of ownership upon emergence from Chapter 11
provides Mirant with a one-time opportunity to create a more
efficient financial structure by reincorporating the new Mirant
parent offshore. Since approximately half of Mirant's operating
income is derived from its non-U.S. assets, the company is
exploring this possibility. If this action is taken, the company
would pay all required U.S. federal, state and local taxes, as
well as foreign taxes. The offshore reincorporation would have no
negative effect on Mirant's employees or business operations.

Mirant Mid-Atlantic (MIRMA) Lease Treatments

Depending upon the ultimate determination of the status of the
MIRMA lease by the Bankruptcy Court, the Plan proposes different
treatments of claims for each MIRMA owner/lessor. Regardless of
treatment, Mirant expects to satisfy its obligation in full.

The company expects a hearing on its Disclosure Statement in U.S.
Bankruptcy Court in late April.

                          About Mirant

Mirant is a competitive energy company that produces and sells
electricity in the United States, the Caribbean, and the
Philippines.  Mirant owns or leases more than 17,000 megawatts of
electric generating capacity globally.  The company operates an
asset management and energy marketing organization from its
headquarters in Atlanta.  For more information, please visit
http://www.mirant.com/

Copies of the Disclosure Statement and Plan of Reorganization are
available at http://www.mirant.com/or http://www.bsillc.com/

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- together with its direct and indirect  
subsidiaries, generate, sell and deliver electricity in North
America, the Philippines and the Caribbean.  Mirant Corporation
filed for chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex.
03-46590).  Thomas E. Lauria, Esq., at White & Case LLP,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$20,574,000,000 in assets and $11,401,000,000 in debts.


MIRANT CORP: Expands Skadden's Scope of Work as Special Counsel
---------------------------------------------------------------
Mirant Corporation and its debtor-affiliates sought and obtained
permission from Judge Lynn of the U.S. Bankruptcy Court for the
Northern District of Texas to expand the scope of Skadden, Arps,
Slate, Meagher & Flom, LLP's employment as their special counsel,
retroactive to August 25, 2004.

Pursuant to the original application, Skadden Arps is authorized
to render services or provide advice in connection with or related
to:

   (a) any remaining matters relating to the aborted negotiation,
       documentation and consummation of the prepetition exchange
       offers and solicitation in relation to the prepackaged
       plan of reorganization;

   (b) the negotiation, documentation and closing of the
       debtor-in-possession financing facility, to the extent
       sought by the Debtors;

   (c) serving as litigation counsel in connection with
       prosecuting and defending the Debtors against litigation
       commenced by certain holders of Mirant Americas Generation
       bonds who are opposed to the granting of liens by certain
       subsidiaries proposed as part of the exchange offers and
       the Plan;

   (d) providing advice regarding the interpretation of the
       Mirant Mid-Atlantic, LLC, lease transaction documents; and

   (e) providing advice in connection with any amendments to the
       Mirant Corp. 4-year Credit Facility as may be required to
       extend letters of credit.

Pursuant to Section 327(e) of the Bankruptcy Code, Skadden Arps'
expanded scope of employment as special counsel includes:

   (a) the services authorized under the Original Application;
       and

   (b) services provided to the Debtors in connection with the
       Federal Energy Regulatory Commission's hearing to
       determine the justness and reasonableness of ISO New
       England Inc.'s proposed Locational Installed Capacity
       market design.

The Debtors and several other energy companies with assets located
within the New England area with interests similar to the Debtors'
interests, including FPL Energy, Entergy Corporation and certain
subsidiaries of Boston Generating, have formed a coalition for the
purpose of jointly litigating the merits of ISO New England Inc.'s
market design in the LICAP proceeding.  The Coalition has hired
Skadden Arps to represent their interests as well.

Skadden Arps' employment in connection with the LICAP Proceeding
is especially appropriate because, by entering into the coalition,
the Debtors substantially reduce the cost of Skadden Arps'
retention to the estates.

The Debtors estimate that their share of the fees charged by
Skadden Arps, including expert witness fees, will not exceed
$300,000 per year through the conclusion of the LICAP Proceeding.  
The Debtors find that retaining Skadden Arps will result in a
$900,000 to $1,000,000 annual savings in comparison to the cost of
employing separate counsel.

For its part, Skadden Arps will continue to coordinate its efforts
with bankruptcy counsel and other professionals retained by the
Debtors and clearly delineate its duties to prevent any
duplication of effort.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- together with its direct and indirect  
subsidiaries, generate, sell and deliver electricity in North
America, the Philippines and the Caribbean.  Mirant Corporation
filed for chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex.
03-46590).  Thomas E. Lauria, Esq., at White & Case LLP,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$20,574,000,000 in assets and $11,401,000,000 in debts.  (Mirant
Bankruptcy News, Issue No. 51; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


NATIONAL ENERGY: Bear Sterns Transfers $5-Mil Claim to Contrarian
-----------------------------------------------------------------
John E. McDermott, Vice-President of Bear Stearns Investment  
Products, Inc., informs the U.S. Bankruptcy Court for the District
of Maryland that Bear Stearns has unconditionally and irrevocably
sold, transferred, and assigned to Contrarian Funds, LLC, a
portion of its claim against National Energy & Gas Transmission,
Inc., and its affiliates.  The Transferred Portion is equal to
$5,000,000 of Claim No. 334 still held by Bear Stearns.

Bear Stearns waives any notice or hearing requirements imposed by  
Rule 3001 of the Federal Rules of Bankruptcy Procedure, and  
stipulates that the Assignment of Claim is an unconditional  
assignment and Contrarian Funds is the valid owner of the Claim.

Less the Transferred Portion, Bear Stearns asserts a $50,000,000  
against NEGT in Claim No. 334.

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)


NOONOO RUG COMPANY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Noonoo Rug Company, Inc.
        100 Park Plaza Drive
        Secaucus, New Jersey 07094

Bankruptcy Case No.: 05-11564

Type of Business: The Debtor is a retailer of high quality rugs.

Chapter 11 Petition Date: January 18, 2005

Court: District of New Jersey (Newark)

Debtor's Counsel: Michael J. Shavel, Esq.
                  Spector Gadon & Rosen, P.C.
                  1000 Lenola Road
                  PO Box 1001
                  Moorestown, New Jersey 08057
                  Tel: (856) 914-4907

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

    Entity                                Claim Amount
    ------                                ------------
J.A. Lorenzo & Company                         $54,080
123 Williams Street
New York, New York 10038

HAG Carpets PVT, Limited                       $30,814
143 Keshab Chandra Sen Street
Kolkata, India 7000009

Knecht AG                                      $11,382
Teppichveredlung
Zurich, Switzerland

Jeff Koehler Associates, Inc.                   $5,972
3955 Countryview Drive
Sarasota, Florida 34223

Oriental Rug Importers Association              $4,350

Total Port Clearance, Inc.                      $3,571

Amir Sziz & Sons, Inc.                          $3,045

UPS                                             $2,921

Coyle-Woodside Trucking                         $1,549

Rug Insider Magazine                            $1,495

New York Lan Communications                     $1,000

PSE&G                                             $952

Standard Technology Industries, Inc.              $858

Pitney Bowes Purchase Power                       $742

President Industrial Products, LLC                $470

Magnum Opus System Corporation                    $400

GE Capital                                        $347

QRS Corporation                                   $336

Ramsbee Print                                     $328

Steve Albert                                      $297


NORTEL NETWORKS: Subsidiary Completes 2003 Financial Restatements
-----------------------------------------------------------------
Nortel Networks Corporation's (NYSE:NT)(TSX:NT) principal
operating subsidiary, Nortel Networks Limited, filed its audited
financial statements for the year 2003 prepared in accordance with
United States and Canadian generally accepted accounting
principles, and related Annual Report on Form 10-K and
corresponding Canadian filings.  The NNL 2003 Annual Reports
reflect the restatement of prior year financial statements similar
to that effected by the Company through the earlier filing of its
2003 Annual Report on Form 10-K and corresponding Canadian
filings.

The Company expects that it and NNL will file their unaudited
financial statements for the first and second quarters of 2004,
and related periodic reports, by the end of January 2005 and
follow as soon as practicable thereafter with the filing of their
unaudited financial statements for the third quarter of 2004 and
related periodic reports.

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

                         *     *     *

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

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

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

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

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


NORTHWEST ALUMINUM: Judge Dunn Approves Disclosure Statement
------------------------------------------------------------         
The Honorable Randall L. Dunn of the U.S. Bankruptcy Court for the
District of Oregon approved the Second Amended Disclosure
Statement explaining the Second Amended Joint Plan of
Reorganization filed by Northwest Aluminum Company and its debtor-
affiliates on January 14, 2005.

The Debtors filed their Amended Disclosure Statement and Amended
Joint Plan on January 12, 2005.

The Amended Plan reduces from $170,000,000 to $10,000,000 the
Debtors' secured debt under the First Mortgage Notes and the Hydro
Subordinated Note and eliminates the Debtors' pre-petition
unsecured debt, including primarily the deficiency amounts owed
under the First Mortgage Notes and the Hydro Subordinated Note.  
The Amended Plan will significantly deleverage the Debtors'
balance sheets, eliminating a key cause of the Debtors' recent
financial distress.

As reported in the Troubled Company Reporter on December 23, 2004,
the Plan provides for the formation of a new Delaware corporation,
referred to as Holdco, where Golden Northwest Aluminum, Inc., will
transfer substantially all of its assets, including its ownership
interests in Northwest Aluminum Company, Northwest Aluminum
Specialties Inc., and Northwest Aluminum Technologies, LLC.

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

The Plan provides for these recoveries:

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

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

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

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

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

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

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

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

Judge Dunn will convene a hearing to consider confirmation of the
Amended Plan at 9:00 a.m., on February 28, 2005.

Objections to the Amended Plan, if any, must be filed and served
on or before February 18, 2005.

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


NRG ENERGY: Inks Pact to Resolve CSFB Claims Against NRG Finance
----------------------------------------------------------------
NRG Finance Company I, LLC, and Credit Suisse First Boston, as  
administrative agent on behalf of financial institutions, from  
time to time were parties to a Credit Agreement, dated May 8,  
2001.

Under NRG's Confirmed Plan, holders of the NRG FinCo Secured  
Revolver Recourse Claim were entitled to an Allowed Class 5 Claim  
against NRG Energy, Inc., for $840 million, plus all related  
postpetition collection costs -- the Remainder FinCo Claim -- in  
connection with the Credit Agreement.

CSFB has provided NRG Energy with a comprehensive and final  
accounting of its Remainder FinCo Claim, including all supporting  
documentation, which collectively and conclusively establish that  
the Remainder FinCo Claim amounts to $1,799,601.

The parties desire to settle the Remainder FinCo Claim without  
further costs of litigation and associated risks.  The parties  
have reached an amicable resolution regarding all matters arising  
from or relating to the Claim.

The salient terms of the parties' stipulation are:

   (a) The Remainder FinCo Claim will be deemed an Allowed
       Class 5 Claim for $1,799,601.  CSFB, on behalf of the
       Lenders, will be entitled to receive distributions based
       on the amount in accordance with the Plan.  NRG will use
       its reasonable efforts to initiate the distributions to
       CSFB as soon as practicable;

   (b) Distributions, if any, with respect to the Base FinCo
       claim will remain unaffected by the terms of the
       Stipulation and will be made in accordance with the Plan;
       and

   (c) The amount of the Remainder FinCo Claim in excess of the
       Remainder FinCo Claim Amount will be disallowed for all
       purposes.  CSFB, on behalf of the Lenders, will release
       any and all claims against NRG in connection with the
       Remainder FinCo Claim, other than the receipt of
       distributions on account of the Remainder FinCo Claim for
       $1,799,601.

NRG Energy, Inc., owns and operates a diverse portfolio of power-
generating facilities, primarily in the United States. Its
operations include baseload, intermediate, peaking, and
cogeneration facilities, thermal energy production and energy
resource recovery facilities.  The company, along with its
affiliates, filed for chapter 11 protection (Bankr. S.D.N.Y. Case
No. 03-13024) on May 14, 2003.  The Company emerged from chapter
11 on December 5, 2003, under the terms of its confirmed Second
Amended Plan.  James H.M. Sprayregen, Esq., Matthew A. Cantor,
Esq., and Robbin L. Itkin, Esq., at Kirkland & Ellis, represented
NRG Energy in its $10 billion restructuring.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 14, 2004,
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
NRG Energy Inc.'s (NRG; B+/Stable/--) proposed $400 million
convertible perpetual preferred stock. The outlook is stable.

The proceeds of the preferred stock issuance will be used to
redeem a portion of NRG's outstanding second priority notes due
2013. In addition, NRG will repurchase 13 million shares of
common stock held by investment partnerships managed by
MatlinPatterson Global Advisors LLC using available cash.

NRG, previously a 100% owned subsidiary of Xcel Energy Inc.,
emerged from bankruptcy on Dec. 5, 2003, and has operated for one
year. It is engaged in the ownership and operation of power
generating facilities, primarily in the U.S. merchant power
market, thermal production and resource recovery facilities, and
various international independent power producers.

"NRG has benefited in the past year from high natural gas prices,
which have allowed it to maintain high gross margins," said credit
analyst Arleen Spangler. "There is little room for a ratings
upgrade in the near term based on the high business risk of
operating as predominantly a merchant generator where cash flows
may be volatile."


OMEGA HEALTHCARE: Increases Common Stock Dividends to $0.20 Each
----------------------------------------------------------------
Omega Healthcare Investors, Inc.'s (NYSE:OHI) Board of Directors
declared a common stock dividend of $0.20 per share, increasing
the quarterly common dividend by $0.01 per share over the prior
quarter.

                        Common Dividends

The Company's Board of Directors declared a common stock dividend
of $0.20 per share, to be paid Feb. 15, 2005, to common
stockholders of record on Jan. 31, 2005.  At Jan. 18, 2005, the
Company had approximately 50.8 million outstanding common shares.

                       Preferred Dividends

The Company's Board of Directors also declared its regular
quarterly dividends for Series B and D preferred stock, payable
Feb. 15, 2005, to preferred stockholders of record on Jan. 31,
2005.  Series B and D preferred stockholders of record on Jan. 31,
2005, will be paid dividends in the amount of approximately
$0.53906 and $0.52344, per preferred share, respectively, on
Feb. 15, 2005.  The liquidation preference for the Company's
Series B and D preferred stock is $25.00 per share.  Regular
quarterly preferred dividends represent dividends for the period
Nov. 1, 2004, through Jan. 31, 2005.

                        About the Company

Omega is a Real Estate Investment Trust investing in and providing
financing to the long-term care industry.  At December 31, 2004,
the Company owned or held mortgages on 221 skilled nursing and
assisted living facilities with approximately 23,105 beds located
in 29 states and operated by 42 third-party healthcare operating
companies.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 2, 2004,
Fitch Ratings published a credit analysis report on Omega
Healthcare Investors, Inc., providing insight into Fitch's
rationale for its ratings of:

   -- $300 million of outstanding senior unsecured notes 'BB';
   -- $168 million of preferred stock 'B'.

The Rating Outlook is Stable.


OWENS CORNING: Two Experts Testify in Asbestos Estimation Hearing
-----------------------------------------------------------------
Jane Parver, Esq., at Kaye Scholer LLP, representing the Future
Claimants Representative in Owens Corning and its debtor-
affiliates' chapter 11 cases, called Francine F. Rabinovitz,
Ph.D., to the witness stand to testify about her valuation of
Owens Corning's present and future asbestos-related liability.  

Dr. Rabinovitz is the ninth witness presented in Owens Corning's
asbestos claims estimation proceeding since the trial began in
Jan. 13, 2005.  

Dr. Rabinovitz is Executive Vice President of Hamilton, Rabinovitz
& Alschuler, Inc.  She graduated from Cornell University in 1961
and earned her Ph.D. in Policy Analysis in 1965 from the
Massachusetts Institute of Technology.  Dr. Rabinovitz has taught
a number of classes at a number of institutions and is Professor
Emeritus of the University of Southern California.  

Dr. Rabinovitz has a long history in connection with asbestos
litigation, and has worked in the Celotex, Western MacArthur, J.T.
Thorpe, Quigley and AC&S asbestos-driven chapter 11
restructurings.  Dr. Rabinovitz has also advised Dresser
Industries, Halliburton, Honeywell, PPG and Dyncorp on their
exposures to asbestos-related liability.  

Dr. Rabinovitz indicated that she's had the opportunity over the
past decade to test actual results against her forecast of
Celotex's liability on account of future claims.  Actual results
have been "very close" to her forecast, Dr. Rabinovitz told Judge
Fullam.  

Dr. Rabinovitz confirmed for Ms. Parver that she uses the same
methodology to estimate asbestos-related liability in every
engagement, regardless of whether she represents a defendant, a
future claims representative or another party-in-interest.  

Ms. Parver proffered Dr. Rabinovitz as an expert in Owens
Corning's chapter 11 cases.  Hearing no objection, Judge Fullam
told Ms. Parver to proceed under that assumption.  

Dr. Rabinovitz explained that the purpose of her engagement by
Judge McMonagle, the Future Claimants' Representative appointed in
the Debtors' cases, is to estimate the probable number and value
of pending and future asbestos related personal injury claims
against Owens Corning and Fibreboard Corporation.  She did that.  
Dr. Rabinovitz estimates that the net present value of the
Debtors' pending and future liability based on its historical
experience is:

  * between $8.2 billion and $10.7 billion for Owens Corning; and

  * between $4.9 billion and $7.5 billion for Fibreboard;

for a total falling between $13.1 billion and $18.2 billion.  

Dr. Rabinovitz stepped Judge Fullam through her claims valuation
process.  

Dr. Rabinovitz explained that she needed to assemble a database of
historic claims experience suitable for the analysis and
projection of future claims.  First, a claims history of
unduplicated claims by year and by disease was assembled using
tort system data from the Debtors' "iCMS" system.  Duplicate
claims submitted with the same identifying information (SSN, or
first name, last name, law firm and jurisdiction) were eliminated
from the database used for analysis.  Pending claims without a
disease classification were matched to the Manville Personal
Injury Settlement Trust (MPIST) database.  If a match existed, the
MPIST disease classification replaced the unknown disease
classification in the OC database.  To insure consistency with the
Nicholson-KPMG forecast, Dr. Rabinovitz used the earliest filing
date (OC data or MPIST data) for matched claims.  MPIST is thought
to receive all or almost all of the claims in the entire asbestos
system and its database is commercially available.  Claims which
remained unknown as to disease after this procedure were
classified here as nonmalignant claims for estimation purposes.
This is a conservative approach which does not assume that the
distribution of claims which remain unknown as to disease follow
the distribution of known claims by disease, an approach which
some experts prefer.

For the period from 1970 to 2000, about 495,000 claims were filed
against Owens Corning:

          Mesothelomia           14,432
          Lung Cancer            28,359
          Other Cancer            8,810
          Non-Malignant         443,992
                                -------
               Total            495,593

Owens Corning resolved 323,053 of these claims -- about 65% of the
claims filed against it -- prior to the bankruptcy filing:

          Mesothelioma           10,829
          Lung Cancer            19,715
          Other Cancer            5,669
          Non-Malignant         286,840
                                -------
               Total            323,053

Leaving these unresolved present claims:

          Mesothelioma            3,630
          Lung Cancer             8,773
          Other Cancer            3,200
          Non-Malignant         156,937
                                -------
               Total            172,540

Owens Corning settled claims, on average in the 1999-2000 period,
for:

          Mesothelioma         $174,728
          Lung Cancer            38,160
          Other Cancer           15,893
          Non-Malignant           5,881

Dr. Rabinovitz stressed that zero-dollar payments to claimants are
included in these averages.  If a case was dismissed for whatever
reason, the claim is valued at zero and averaged into the mix.  

Once a claims history has been assembled, Dr. Rabinovitz explains
there are six steps she uses to project asbestos liability:

     1. Projecting the Exposed Population

Dr. Rabinovitz utilizes the work published in 1982 by members of a
group that included Dr. Irving Selikoff as well as Drs. William
Nicholson and George Perkel at Mt. Sinai Hospital.  Some 27
million people were estimated to have worked in occupations where
they were likely to have been exposed to asbestos. The "Nicholson"
estimate was later adjusted in the course of estimating the value
of personal injury claims in the National Gypsum proceeding by the
consulting firm KPMG.  The adjusted "Nicholson-KPMG" exposed
population estimate developed in that litigation was used in this
estimate.  

     2. Estimating the Proportion Who will Contract Malignancies

The next step is to estimate the number of people who will develop
malignancies as a result of their exposure to asbestos.  This is
done using "dose response" models.  The likelihood that a person
will contract a disease following exposure to asbestos is the
product of a dose and a. response rate.  The dose is the product
of length of time and intensity of exposure to the substance.  The
response rate is the likelihood of asbestos related mortality.  
This relationship describes the probability of getting an asbestos
related malignancy given a particular dose.  The Nicholson and
Nicholson KPMG studies of mesothelioma and lung cancer mortality
provide statistical estimates of the dose response relationships
for populations exposed to asbestos.  The Nicholson projections,
as updated by KPMG, also estimate the number of individuals who
are likely to die from mesothelioma or lung cancer in the future
as a result of asbestos exposure.  Again, the estimates of
mesothelioma and lung cancer mortality, based on the
Nicholson-KPMG projections, were used in this Report.

     3. Estimating the Rate of Claiming (propensity to sue)

Not everyone who contracts an asbestos-related disease files a
claim or lawsuit. Asbestos defendants each have what might be
termed a "market share" of all the asbestos disease cases that do
get filed as claims.  This share is the proportion of all claims
for an asbestos related disease (e.g. mesothelioma) that are filed
against a given defendant in a given calendar year, compared to
the projected number of asbestos related mortalities (per
Nicholson-KPMG) for that disease in the same year.  Given the
projections of mesothelioma and asbestos related lung cancer
mortality, Dr. Rabinovitz calculated Owens Corning's share of
cases filed.  For example, assuming that 25 mesothelioma claims
were filed in year X and that 100 mesothelioma claims were
projected by Nicholson-KPMG to occur in year X, the claim rate
would 0.25 (i.e., 25/100).  The propensity to sue is used to
calculate the number of Nicholson-KPMG predicted mortalities that
will file future suits against Owens Corning.  

     4. Estimating the Number of Non-Malignancies

Dr. Rabinovitz says there is no empirically based epidemiological
predictor for asbestosis and pleural abnormalities caused by
asbestos exposure.  However, experience has indicated that the
number of claims for mesothelioma and lung cancer have tracked the
number of claims against the same company alleging non-malignant
diseases, particularly those alleging asbestosis and pleural
thickening.  To estimate future non-malignant claims, Dr.
Rabinovitz calculated the ratio of non-malignant filings to all
cancer filings over the same base periods used to calculate the
propensities to sue.  Multiplying the number of KPMG-Nicholson
forecasted cancer claims by this ratio yields the nonmalignant
claims forecast.  For example, using 1999-2000, Owens Corning was
receiving about 12 non-malignancy claims for every malignancy
claim filed against it.  

     5.  Forecast Of Future Claims

The product of the Nicholson-KPMG forecast and the Propensity to
Sue factors yields the future forecast of claims by disease from
2001 to 2050:

          Mesothelioma           21,008
          Lung Cancer            25,847
          Other Cancer            8,900
          Non-Malignant         669,082
                                -------
               Total            724,817

     6. The Role of Inflation and Investment Earnings

Dr. Rabinovitz uses a 2.5% inflation factor and a 5.7% discount
rate.  The present value of the product of the number of claims by
the average CPI-inflated settlement amount yields her estimate of
total liability.  

Judge Fullam asked Dr. Rabinovitz about a 3.2% figure that appears
in her written report.

Dr. Rabinovitz expressed surprise at the level of Judge Fullam's
detailed familiarity with her written report.  Judge Fullam
grinned.  

"Yes," Dr. Rabinovitz explained, "the 3.2% figure nets the
discount rate and inflation factor.  The math is the same whether
claims are inflated by 2.5% and then discounted by 5.7% or simply
discounted using a net 3.5% figure."

Dr. Rabinovitz told the Court that she followed the exact same
steps to value claims against Fibreboard.  

Dr. Rabinovitz confirmed for Ms. Parver that no step in her
valuation process was created exclusively for this engagement.  

Ms. Parver asked Dr. Rabinovitz to comment about Dr. Dunbar's
Product Identification Adjustment.  Dr. Rabinovitz sighed.  

Dr. Rabinovitz explained that Dr. Dunbar started searching
plaintiffs' depositions for the work Kaylo.  If a plaintiff didn't
say the word Kaylo in his deposition, Dr. Dunbar concluded that
the plaintiff couldn't identify an Owens Corning product and had
no claim against Owens Corning.  

"I don't believe Dr. Dunbar's analysis stands up," Dr. Rabinovitz
said.  

Dr. Rabinovitz said that she questions Dr. Dunbar's sampling
techniques and has no idea what spelling variations, if any, he
used.  Moreover, as Messrs. Leff, Tucker and Snyder explained in
their testimony, product identification can be established based
on worksites and coworkers' testimony.  Dr. Rabinovitz doesn't
know what, if any, searches Dr. Dunbar did for names of worksites
or coworkers.  

Dr. Rabinovitz advised that she obtained a collection of
depositions Dr. Dunbar says relate to bogus claims.  She asked a
group of Kaye Scholer associates to read the transcripts.  The
associates found evidence of product identification in many of the
transcripts even though the word Kaylo did not appear.  Other
transcripts indicated that the plaintiff had been previously
deposed and that earlier deposition may have contained the word
Kaylo.  

"Let's talk some more about Dr. Dunbar's project," Randy Miller,
Esq., at Weil, Gotshal & Manges LLP, said.  He talked.  She
listened.  The conversation went nowhere.  

Mr. Miller asked Dr. Rabinovitz if she attempted to reconcile the
differences in her valuations to any other experts' conclusions.  

"No," Dr. Rabinovitz responded.  

"Why do you look at 1999 to 2000 settlement history?" Mr. Miller
asked.

"Because it's the right thing to do," Dr. Rabinovitz responded.  
She considered a five-year period and considered a one-year
period.  She concluded that a two-year period best reflected the
Debtors' intention of how it was settling claims when it filed for
bankruptcy.  

"Did you perform any regression analysis regarding age and
propensity to sue?" Mr. Miller asked.  

"No."

"Any regression analysis regarding age and settlement amount?"

"No."  Dr. Rabinovitz added that most verdicts are driven by fear
of contracting cancer and pain and suffering rather than loss of
earnings.

"What are the major areas where your methodology differs from Dr.
Peterson's?" Mr. Miller queried.

"I haven't attempted to replicate Dr. Peterson's report or to
analyze his report," Dr. Rabinovitz said.  

Mr. Miller turned to the topic of punitive damages.  

"Why did you leave punitive damages out of this?" Mr. Miller
asked.

"I didn't," Dr. Rabinovitz responded.  

"Let me restate that, why didn't you make adjustments for punitive
damages?"

"Punitive damages are part of Owens Corning's claim settlement
experience."

"As if the company had never filed for bankruptcy?"

"Yes."

"But if Owens Corning hadn't filed for bankruptcy, the NSP would
have continued."

"The NSP settlements are the company's most likely future
behavior," Dr. Rabinovitz said, adding that that's precisely why
she chose a two-year period to look at settlement amounts.  That
period includes a year of NSP settlements and a year of non-NSP
settlements . . . the company's most likely future behavior in
settling claims if it hadn't filed for bankruptcy.

"But all future claims aren't valued using NSP settlement
history," Mr. Miller continued.

"Correct," Dr. Rabinovitz responded, because Owens Corning
couldn't resolve all claims under NSP Agreements and because NSP
Agreements would expire by their own terms in 2003.  There's no
way of knowing how those agreements would have been renegotiated
in 2003 if Owens Corning hadn't filed for bankruptcy.  

"Did you attempt to value Owens Corning's liability under the
proposed Trust Distribution Procedures?" Mr. Miller asked.  

"No," Dr. Rabinovitz said.  Those procedures don't exist today.  
The objective today is to value the Debtors' present and future
liability, not the Trust's projected liability.  

Mr. Miller asked if Dr. Rabinovitz attempted to value the claims
if they were settled in the Federal MDL Proceeding.  

"No," Dr. Rabinovitz responded.  

Mr. Miller questioned Dr. Rabinovitz's groupings of claims by
disease category rather than something else.  

"I grouped the claims as I felt appropriate and presented my
report on that basis," Dr. Rabinovitz said.  

Mr. Miller asked Dr. Rabinovitz if there is any chance she
double-counted some claims.  

Dr. Rabinovitz recalled a judge once saying that on a clear day
you can forecast forever.  "If you have something suggesting I
double-counted, Mr. Miller, why don't you show it to me," Dr.
Rabinovitz said.  

Mr. Miller presented Dr. Rabinovitz a piece of paper suggesting
that she double-counted 16,000 of the 172,540 present claims.

"Objection," Ms. Parver interjected, telling Judge Fullam that
she'd never seen the document before.  

"Who prepared this document?" Judge Fullam asked.

"Dr. Dunbar's staff," Mr. Miller said, adding that it should be
allowed as an impeachment exhibit and didn't have to be previously
disclosed to the Plan Proponents.  

Dr. Rabinovitz started to laugh.  "I've engaged in many debates
with Dr. Dunbar in other cases about matching database records to
eliminate duplicate records.  It's a very imprecise process and
it's impossible to analyze the result without understanding what
was compared to what to determine a potential match," Dr.
Rabinovitz explained.  

There was no formal ruling on the admission of Mr. Miller's
document into evidence.  

                     Plan Proponents Rest

Following Dr. Rabinovitz's testimony, the Plan Proponents rested
their case in chief.  

                 Banks' First Medical Witness
                       Dr. Hans Weill

Richard A. Rothman, Esq., at Weil, Gotshal & Manges LLP,
representing Credit Suisse First Boston, as Agent for the Bank
Group, opened its case by calling Hans Weill, M.D., to the witness
stand.  

Dr. Weill was hired to give his opinions about medical
explanations for the past, present, and likely future incidence
and prevalence of asbestos-related disease.

Dr. Weill received his B.A. and M.D. from Tulane University.  His
training includes an internship at Mount Sinai Hospital in New
York, and a residency in internal medicine at Charity Hospital and
Fellowship in Pulmonary Diseases at Tulane, both in New Orleans.  
Since 1962, Dr. Weill has been on the Tulane faculty.  His most
recent full-time position has been Professor of Medicine, Chief of
the Section of Environmental Medicine, and the Schlieder
Foundation Professor of Pulmonary Medicine at the Tulane
University Medical Center in New Orleans. From 1989 to 1993, Dr.
Weill served as the founding Director of the Tulane University
Center for Bioenvironmental Research.  Until mid-1996, he directed
an interdisciplinary research program in occupational lung
diseases, and for over thirty years has been investigating the
respiratory health effects of workplace exposure to such airborne
inhalants as silica, asbestos, man-made mineral fibers, cotton,
chlorine and isocyanates.  Approximately 200 published papers
appear in the scientific and medical literature as the result of
this research.  He retired from the active full-time faculty in
June 1997 and is now Professor Emeritus at Tulane.  He currently
resides in Basalt, Colorado and Mandeville, Louisiana while
continuing to be active professionally, in both research and
consultation.

Dr. Weill's research team has produced information on the
relationships between qualitative and quantitative aspects of
occupational exposure dose and indicators of respiratory disease.
The results of these investigations have been published in many
scientific journals and books, and been used by federal regulatory
agencies (including the Occupational Safety and Health
Administration, the National Institute for Occupational Safety and
Health, and the Environmental Protection Agency), in setting
occupational health standards, and have formed the basis for
testimony in Congressional and judicial hearings.

During the years 1972 to 1992, he was Director of the Specialized
Center for Research funded by the National Heart, Lung and Blood
Institute of the NIH for the investigation of occupational lung
diseases.  From 1992 to 1996, he was Principal Investigator of a
National Institute of Environmental Health Sciences (NIH)
Superfund Basic Research Program involving a number of
environmental projects throughout the University.  These were both
large, multi-project, interdisciplinary research programs funded
by the National Institutes of Health.

Dr. Weill has consulted widely with U.S. federal agencies, foreign
government entities and in the private sector, on occupational and
environmental pulmonary problems.  From 1982-1985, he served as
Chairman of the Pulmonary Disease Advisory Committee of the
National Institutes of Health, and from 1986-1990 he was a member
of the National Heart, Lung and Blood Advisory Council.  He has
also served as president of the American Thoracic Society (medical
and scientific arm of the American Lung Association), on the
certifying Subspecialty Board for Pulmonary Diseases, and on the
Board of Governors of the American Board of Internal Medicine, hi
recent years, he served as a consultant to the United Nations
Compensation Commission (UNCC) in Geneva on matters dealing with
potential lung injury to those exposed to the smoke from the 1991
burning oil fires in Kuwait.  He was also a consultant and
participated in hearings for the U.S. Army and Veterans
Administration regarding the possible health risk of asbestos
exposures in helicopter repair facilities and in the course of
building maintenance activities, in regard to whether such
exposures constituted a hazard requiring the payment of
Environmental Differential Pay (EDP) by the government.  In
1983-1984 he was a Fellow in Science and Public Policy at the
Brookings Institution, in Washington, D.C., where his project
dealt with an analysis of the use of scientific data in
asbestos-associated diseases in the formulation of public policy.

Dr. Weill has been retained in many asbestos-related litigation
matters -- generally by defendants.  

Dr. Weill says that knowledge that workplace exposure to
asbestos-containing dust has caused adverse effects (disease) on
the respiratory system has evolved since the early decades of the
last century.  Asbestosis (diffuse lung fibrosis) was recognized
in the 1920s, lung cancer risk was confirmed epidemiologically in
1955 and mesothelioma was linked to exposure in 1960.  These
conditions can all cause structural and functional intrathoracic
abnormalities and shorten longevity. They are all dose-dependent,
i.e. increased level and total amount of fiber exposure results in
increased risk and/or severity of the diseases.  Conversely, as
workplace exposures have been substantially reduced in the last
several decades, asbestos-related health effects have become less
prevalent.

Reduction in airborne asbestos fiber levels in the various
divisions of industry has been documented by OSHA and MSHA air
sampling data, Dr. Weill explains, and there is abundant
quantitative evidence of dose-response relationships and
consequent risk assessment pertaining to the asbestos health
effects in the scientific literature.  There are also published
data on relevant disease incidences and mortality.  

Dr. Weill bases his opinions on this information, primarily from
government and academic sources, and his personal clinical and
research experience.  

Mr. Rothman proffered Dr. Weill as an expert witness in Owens
Corning's cases.  Hearing no objection, Judge Fullam told Mr.
Rothman to proceed on that assumption.

Diffuse lung fibrosis is called asbestosis when it results from
workplace exposure to asbestos dust, Dr. Weill explained.  It is a
type of pneumoconiosis which is usually diagnosed by chest x-ray
film and review of patient occupational and environmental history,
but when lung tissue is available (rarely), pathologic examination
should be considered the "gold standard" in the establishment of
this diagnosis.  Pathologic criteria have been developed to assist
in this assessment.  Radiographic evaluation is often based on an
international classification, revised in 2000, published in 2003,
which categorizes the type and extent of small opacities, which
may be consistent with diffuse scarring of the lungs.  Standard
films showing varying levels and types of opacities are used for
comparison in order to classify the films of individuals being
evaluated for occupational lung disease.  The radiographic pattern
of asbestosis, is consistent with a generalized interstitial
pattern, is non-specific and a diagnosis (of asbestosis) must be
considered along with an appropriate occupational exposure
history, the absence of another, more likely, condition causing
the x-ray pattern, and other probable asbestos-associated
findings, such as pleural plaques.

The experience of most chest physicians (pulmonologists) during
the last couple of decades has been that of a markedly diminishing
number of new cases of asbestosis; many have not seen a new case
in years, Dr. Weill says.  This experience is in contrast to the
increasing number of claims for asbestosis being filed. The reason
this is so in the litigation arena is the direct result of the
striking over-reading of chest films by predictable readers who
have a credential called "B-reader" certification.  A recent study
quantified the differing pattern of readings between plaintiff's
experts and other chest radiology consultants.  There is no
registry of asbestosis cases in the U.S., and even if there were,
it would be grossly unreliable because of the inordinate influence
of litigation on the validity of these diagnoses (diagnostic
bias).  Any temporal trends which were generated from these flawed
diagnoses would be meaningless.  We do know from the National
Center for Health Statistics that asbestosis mortality rates
declined significantly in the 1990s in those under age 65 at the
time of death, this group having been at work during the time that
asbestos exposures were declining.   Dr. Weill notes, however,
that diagnoses on death certificates of non-malignant respiratory
disease, including asbestosis, (almost always without pathological
examination) are not nearly as reliable as an objective diagnosis
made during life by a qualified examiner using objective chest x-
ray film readings.

Dr. Weill says that with regard to the current and future burden
of asbestosis we know three things:

     (1) the prevalence and severity of the disease has
         repeatedly been shown to be dose-related;

     (2) exposure levels have been declining significantly during
         the last three decades;

     (3) the anecdotal experience of consultant pulmonologists
         indicates marked reduction in the number of asbestosis
         cases being seen.  

"The default assumption must be that asbestosis is a gradually
vanishing disease," Dr. Weill says.  "It is my view that any
meaningful estimation of the incidence of asbestosis must take
into account the systematic over-diagnosis of the disease in the
litigation arena through a statistically valid sampling approach."

Asbestos exposure can result in focal (plaques) or diffuse pleural
thickening, due to fibrosis (scarring) of the pleural surface of
the lungs.  In a very high percentage of such cases, no functional
abnormality results (as measured by lung function tests) and an
increased risk of future asbestos-related malignancies has not
been convincingly demonstrated.  In fact, the absence of elevated
lung cancer or mesothelioma risk, in the presence of pleural
effects alone (in the absence of asbestosis) and taking exposure
into account, has been found.  These pleural effects, while
dose-dependent, can probably result from lower levels of asbestos
exposure than asbestosis, and no hard data exist in regard to
temporal trends of their prevalence.

Lung cancer related to asbestos exposure does not differ
clinically or pathologically from that most commonly seen as the
result of cigarette smoking.  Thus, knowing the temporal trends
for lung cancer in the U.S. (which we do) does not inform on the
central issue of the course of those "caused" by asbestos
exposure.  If, however, there was a necessary linkage between
asbestosis and asbestos-attributable lung cancer, (i.e. no excess
lung cancer risk in exposed populations in the absence of
asbestosis), then the question about time trends of
asbestos-related lung cancer becomes one of trends in asbestosis
incidence.  In other words, declining risk of asbestosis means
declining risk of lung cancer as well.

In 1988 and 1991, Dr. Weill and his colleagues reported results of
a prospective study in which there were both individual estimates
of cumulative dust exposure and health data, including smoking and
radiographic status at the outset of observation.  The subjects
were 839 men in two asbestos cement plants, who were examined in a
cross-sectional morbidity study in 1969 and then followed into the
mid-1980s for cause-specific mortality.  Twenty or more years
after hire, no excess of lung cancer was found among workers
without radiographic evidence of lung fibrosis; nor was there a
trend in risk by level of cumulative exposure to asbestos among
such workers.  By contrast, employees with small opacities
(greater than a 1/0 ILO classification) experienced a four-fold
increase in risk of lung cancer, even though their exposures to
asbestos were similar to the exposures of long-term workers
without opacities.  Dr. Will concluded that the excess risk of
lung cancer in that population was restricted to workers with
radiographic evidence of asbestosis, a finding consistent with the
view that asbestos is a lung carcinogen because of its
fibrogenicity.  Other studies of asbestos-exposed workers are
consistent with these findings and no convincing contrary evidence
has been published.  Other causes of lung fibrosis (or
idiopathic -- no known cause) have also been shown to be
associated with increased risk of lung cancer(11), lending
biologic plausibility to the hypothesis linking inflammation (the
pre-fibrosis process), fibrogenicity and carcinogenesis.

The most recent trends in U.S. mesothelioma incidence have
recently been reported.  Among the asbestos-related diseases
enumerated above, mesothelioma is the most sensitive and specific
indicator of the adverse health effects that have resulted from
airborne exposures to asbestos fibres.  It is sensitive because it
is likely that this tumor can result from lower levels and shorter
duration of exposure than the other conditions, and specific
because mesothelioma, a rare tumor, is likely to be the
consequence of asbestos exposure in a high proportion of cases,
especially in men. Mesothelioma risk is dependent on the dose of
asbestos exposure, with substantially enhanced risk related to
amphibole exposure (crocidolite and amosite) in comparison to
chrysotile.  The median latency period (time between first
exposure and clinical manifestation of the tumor) is around
30 years. The reduction in asbestos exposure referred to above,
particularly to amphibole asbestos, is expected to result In
diminishing mesothelioma risk beginning about three decades after
reduced exposure.  In the U.S., peak mesothelioma incidence
occurred in the early to mid-1990s and has started to decline
since then.  This is probably primarily related to reduction in
amphibole use since its peak importation into the U.S. in the
1960s.  Projections of the number of future cases of mesothelioma
will depend on the use of this trend information and estimates of
annual mesothelioma incidence.

Apart from the above discussion regarding asbestosis as a
necessary precursor to asbestos-attributable lung cancer, the
clear and repeated demonstration of dose-dependency of
malignancies caused by exposure to asbestos has led to approaches
to quantify these risks for use by regulatory agencies, and
others.  The Quantitative Risk Assessment process requires
selection of suitable models and studies with valid quantitative
estimates of exposure and disease.  Since the exposures of
interest (e.g. promulgation of standards for current permissible
exposure limits -- PELs) are far lower than those found in air
sampling data and estimates from past, much higher, exposures, the
risk estimates depend on extrapolation from these past
occupational exposures to the recent lower exposure levels for
which there are no data.  The wide acceptance of QRA in the
federal government (e.g. EPA, OSHA, CPSC) supports the credibility
of dose-dependency of asbestos-related risks.  The lowering of
asbestos PELs over the years is a main cause of the reduced
exposures in recent decades.  The expected consequence of this
regulatory/exposure history for asbestos is the marked decline of
the conditions, which have resulted from past exposures to
asbestos.  To believe that the asbestos diseases have increased
(or even remained at past levels) in recent years and will
continue to do so is strikingly counterintuitive.

Dr. Weill says the perceived asbestos disease burden will
"increase", however, if systematic over-diagnosis of
asbestos-attributable diseases continues.  Regrettably, the recent
American Thoracic Society (ATS) official statement on asbestos
will not lead to more credible diagnoses of non-malignant
asbestos-related disease since the diagnostic criteria set out in
the Statement have been unjustifiably broadened.  The Statement
lacks a comprehensive literature review and balance in citing of
the literature in the presentation of medical issues on which
there is more than one side.  There was blatant omission of
evidence contrary to the opinion of committee members.  Criteria
on imaging for the diagnosis of asbestos-related non-malignant
respiratory disease are vague and appear to include any present or
future unsupported notions in regard to what may constitute
evidence for an asbestos-related lung or pleural effect.  
Assertions regarding increased risk of malignancy due to presence
of pleural plaques is based on two papers by a committee member
without reference to substantial and far stronger contrary
evidence.  The ATS has set out guidelines for the development of
official society statements indicating what is expected of the
committees charged with this responsibility(16).  This statement
fails to meet these published ATS objectives and will not help in
bringing more rationality to the diagnosis of asbestos-related
diseases.

"By the way," Mr. Rothman asked Dr. Weill, "are there any studies
about construction workers having higher than average lung
capacities?"

"Not that I'm aware of," Dr. Weil said.

Nathan Finch, Esq., representing the Asbestos Claimants'
Committee, asked Dr. Peterson a series of rapid-fire questions on
cross-examination.

"Do you believe some types of asbestos fibers are more likely to
cause injury than others, Dr. Weill?"

"Yes," Dr. Weill responded.

"Are physical examinations required to diagnose asbestosis?"

"No, provided all appropriate medical records and lab test results
are available."

"Is impairment required to diagnose asbestosis?"

"No."

"Is a 1/0 ILO reading sufficient to diagnose asbestosis?"

"That's a valid reading."

"A patient faces a four-fold increase in the risk of contracting
cancer if diagnosed with asbestosis?"

"Yes."

"There are no studies of incidence and prevalence of non-malignant
asbestos-related diseases?"

"None exist."

"Latency periods can be up to 50 years?"

"I have no reason to disagree with that," Dr. Weill said.

"Someone could be walking around with asbestosis and not know it?"

"Certainly."

"You think the 2004 ATS Statement will lead to additional
diagnoses of asbestosis that may not have been diagnosed before?"
Mr. Finch asked.

"The number of diagnoses won't decrease, because the new
definitions are vague."

Roger Podesta, Esq., at Debevoise & Plimpton, representing the
Debtors, asked Dr. Weill whether individuals with 1/0 ILO readings
have an increased risk of contracting mesothelioma.

Dr. Weill said he's unaware of any evidence to support that
contention.

Mr. Podesta asked Dr. Weill if it is true that the exposure
threshold for mesothelioma is lower than the exposure threshold
for asbestosis.  

"Yes," Dr. Weill responded.  

The estimation trial continues until Jan. 21.

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


PARMALAT USA: Modifies & Extends CBA with New Jersey Union
----------------------------------------------------------
Farmland Dairies, LLC, sought and obtained the authority of the
U.S. Bankruptcy Court for the Southern District of New York to
enter into an agreement modifying and further extending the terms
of a Collective Bargaining Agreement with Local 338, RWDSU/UFCW,
and AFL-CIO, covering 300 employees at Farmland's Wallington, New
Jersey facility.  The agreement extending the CBA was signed by
the Parties on December 22, 2004, and Farmland has been advised
that General Electric Capital Corporation, as one of the
postpetition lenders, supports the CBA modifications.

The salient terms of the December 22 Agreement include:

   -- The CBA will remain in full force and effect through and
      including September 30, 2008;

   -- All full-time Union Employees on the payroll will receive a
      $700 lump-sum wage payment.  All part-time Union Employees
      will receive a lump-sum payment pro rated based on their
      average hours worked.  All Union Employees will receive
      annual wage increases of $15 per week effective October 1,
      2005, $20 per week effective October 1, 2006, and $25 per
      week effective October 1, 2007.

   -- Effective July 1, 2005, any work on holidays for all
      Union Employees will be considered overtime work, and the
      employee will be paid one and one-half times the regular
      hourly wage for all hours worked, and will be paid for the
      holiday.

   -- Effective October 1, 2006, each Union Employee who has
      successfully completed the probationary period will be
      entitled to receive one additional sick/personal day with
      pay each calendar year.

   -- Farmland will be permitted to utilize owner-operators so
      long as the number of owner-operators as of November 1,
      2004, will not be increased without the Union's consent.

   -- Farmland make these payments to the Local 338 Health and
      Welfare Fund:

      (a) effective December 1, 2004, $550 per month for each of
          its regular full time Union Employees and $115 per
          month for each of its regular part-time Union
          Employees;

      (b) effective October 1, 2005, Farmland will pay them $600
          and $135 per month;

      (c) effective October 1, 2006, Farmland will pay them $650
          and $155 per month; and

      (d) effective October 1, 2007, Farmland will pay them $700
          and $175 per month.

   -- Farmland will make these payments to the Local 338
      Retirement Fund:

      (a) effective December 1, 2004, $160 per month for each of
          its regular full-time Union Employees and $50 per month
          for each of its regular part-time Union Employees;

      (b) effective October 1, 2005, Farmland will pay $170 and
          $55 per month;

      (c) effective October 1, 2006, Farmland will pay $190 and
          $60 per month; and

      (d) effective October 1, 2007, Farmland will pay $205 and
          $65 per month.

   -- Effective October 1, 2005, Farmland will increase its
      monthly contribution to the Local 338 Dental and Legal
      Services Fund to $35 per month for each of its regular
      full-time Union Employees.  Effective October 1, 2006,
      Farmland will increase its monthly contribution to $40 per
      month for each of its regular full-time Union Employees and
      to $30 per month for each of its regular part-time Union
      Employees.

Marcia L. Goldstein, Esq., at Weil, Gotshal & Manges, LLP, in New
York, relates that in negotiating the December 22 Agreement,
Farmland considered the complexity of its reorganization efforts
and the importance of the Union Employees to its business and the
value of its estate.  The Agreement will promote labor stability
and ensure the continuation of uninterrupted operations at the New
Jersey Facility.  In the absence of an agreement to extend the
CBA, the risk of strike and work stoppages is greatly increased,
which, in turn, may severely disrupt Farmland's ability to provide
products to its customers.

Farmland believes that the terms of the Agreement represent
fair-market increases for the Union and that the four-year
Extension Period is beneficial for both Parties.  

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.  When the U.S. Debtors filed for bankruptcy
protection, they reported more than $200 million in assets and
debts. (Parmalat Bankruptcy News, Issue No. 41; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


PEGASUS SATELLITE: Classifies Claims & Interests in Chap. 11 Plan
-----------------------------------------------------------------
Pegasus Satellite Communications, Inc., and its debtor-affiliates'
Joint Chapter 11 Plan provides for distributions to be made by a
Liquidating Trust to holders of Allowed Claims from proceeds
received from, among other things, the sale of the Debtors'
satellite business and, potentially, proceeds from the sale of the
Debtors' broadcast television business and the sale of the other
assets of the Debtors contributed to the Liquidating Trust.

The Debtors group claims and interests under the Plan into five
classes:

Class   Description        Treatment under the Plan   
-----   -----------        ------------------------
N/A    Administrative     Paid in full, in Cash, or in full
        Expense Claims     accordance with the terms and
                           conditions of transactions or  
                           agreements, except to the extent  
                           already paid or the holder agrees to  
                           different treatment.

                           Estimated Recovery: 100%
                           Status: Unimpaired

N/A    Fee Claims         Paid in full, in Cash, except to the  
                           extent already paid or the holder  
                           agrees to different treatment.

                           Estimated Recovery: 100%
                           Status: Unimpaired

N/A    Priority Tax       Paid in full, in Cash, provided that
        Claims             each Debtor may elect to pay any  
                           Priority Tax Claims, plus interest,  
                           over a period not exceeding six years  
                           after the date of assessment of the  
                           Claim.

                           Estimated Recovery: 100%
                           Status: Unimpaired

1A, 1B  Secured Claims     At the option of the Debtors, with  
1C, 1D                     the Creditors Committee's consent,  
                           or upon Court order:

                           (1) reinstated after the cure of  
                               any default;

                           (2) paid in full, in Cash; or

                           (3) discharged in exchange for  
                               the  property securing the  
                               Claim and an unsecured
                               Deficiency claim in  
                               Class 3A, 3B, 3C, or 3D,  
                               if and as applicable.

                           Estimated Recovery: 100%
                           Status: Unimpaired/Deemed to Accept

2A, 2B  Priority Non-Tax   Paid in full, in Cash
2C, 2D  Claims
                           Estimated Recovery: 100%
                           Status: Unimpaired/Deemed to Accept

3A     General            Paid a pro rata share of the
        Unsecured          Liquidating Trust Interests or
        Claims             Liquidating Trust available cash

                           Estimated Recovery: to be provided
                           Status: Impaired

3B, 3C, General            Paid in full, in Cash
and 3D  Unsecured
        against PMC,       Estimated Recovery: 100%
        the PBT Debtors    Status: Impaired
        and the PST
        Debtors

4A      Subordinated       No distribution
        Claims
                           Estimated Recovery: 0%
                           Status: Impaired/Deemed to Reject

5A-1    Preferred Stock    No distribution
        Interests in PSC    
                           Estimated Recovery: 0%
                           Status: Impaired/Deemed to Reject

5A-2    Common Stock       No distribution
        Interests in PSC
                           Estimated Recovery: 0%
                           Status: Impaired/Deemed to Reject

5B-2    Common Stock       Retain Interests but not entitled
5C-2    Interests in PMC   to receive dividends or other
and     PST and PBT        Distributions under the Plan
5D-2
                           Status: Unimpaired/Deemed to Accept

Headquartered in Bala Cynwyd, Pennsylvania, Pegasus Satellite
Communications, Inc. -- http://www.pgtv.com/-- is a leading
independent provider of direct broadcast satellite (DBS)
television.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. D. Me. Case No. 04-20889) on
June 2, 2004.  Larry J. Nyhan, Esq., James F. Conlan, Esq., and
Paul S. Caruso, Esq., at Sidley Austin Brown & Wood, LLP, and
Leonard M. Gulino, Esq., and Robert J. Keach, Esq., at Bernstein,
Shur, Sawyer & Nelson, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $1,762,883,000 in assets and
$1,878,195,000 in liabilities. (Pegasus Bankruptcy News, Issue
No. 16; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PROTECTION ONE: Special Stockholders Meeting Set for Feb. 8
-----------------------------------------------------------
A Special Meeting of stockholders of Protection One, Inc., will be
held at the Company's headquarters, located at 1035 N. 3rd St.,
Suite 101 in Lawrence, Kansas, on Feb. 8, 2005, at 10:00 a.m.
Central Standard Time.

The four proposals will be presented at the Special Meeting:

   1) An amendment to the Company's Certificate of Incorporation
      to effectuate a one-share-for-fifty-shares reverse stock
      split of Protection One outstanding shares of common stock.

   2) An amendment to the Company's Certificate of Incorporation
      to eliminate its Series F Non-Voting Cumulative Preferred
      Stock, par value $0.10 per share and its 11% Series H
      Cumulative Redeemable Convertible Preferred Stock, par value
      $0.10 per share.  As of January 14, 2005, no shares of
      Series F or Series H preferred stock are issued and
      outstanding.

   3) An amendment to the Company's Certificate of Incorporation
      to elect not to be governed by Section 203 of the Delaware
      General Corporation Law.

   4) The adoption by the Company of a stock option plan.

In addition to the Proposals that will be discussed and voted on
at the Special Meeting, such other business as may properly come
before the meeting shall be presented to the stockholders
attending the Special Meeting.

Approval of each of Proposal Nos. 1-4 is conditioned upon the
approval of all such Proposals.  Therefore, Proposal Nos. 1, 2, 3
and 4 need be considered together.  The majority stockholder,
which owns approximately 86.8% of Protection One's outstanding
shares of common stock, has agreed to vote for the Proposals and,
accordingly, approval of each of the Proposals at the Special
Meeting is assured.  Although stockholders are welcome to vote at
the Special Meeting, their vote is not required and is not being
solicited in connection with the Proposals.

                        About the Company

Protection One is a leading provider of property monitoring
services, providing monitoring and maintenance of alarm systems to
approximately 1 million customers. As of December 2003, Protection
One had approximately $561 million of operating lease-adjusted
debt.

At Sept. 30, 2004, Protection One's balance sheet showed a
$196,365,000 stockholders' deficit, compared to a positive equity
of $146,174,000 at Dec. 31, 2003.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 22, 2004,
Fitch Ratings has placed Protection One, Inc.'s 'CC' senior
unsecured and 'C' senior subordinated ratings on Rating Watch
Positive.  These notes were issued by Protection One Alarm
Monitoring, Inc., the company's wholly owned subsidiary.

The action follows Protection One's announcement that it has
reached an agreement with affiliates of Quadrangle Group, the
company's largest creditors and its majority equity holders on a
debt restructuring that would reduce Protection One's total debt
by approximately $190 million to approximately $356 million.

Resolution of the Rating Watch Positive will follow completion of
the debt restructuring and the resultant impact on Protection
One's capital structure and liquidity position. The restructuring
is expected to be finalized by the end of first quarter ending
March 31, 2005.

The debt restructuring agreement includes Protection One reducing
its credit facility (provided by Quadrangle) by $120 million in
exchange for 800,000,000 shares of Protection One's common stock.
The maturity date of the credit facility has also been extended to
August 15, 2005, from Jan. 5, 2005.


PROTOCALL TECHNOLOGIES: Retains CCRI Corp. for Investor Relations
-----------------------------------------------------------------
Protocall Technologies, Inc. (OTCBB: PCLI) has engaged CCRI
Corporation, a national financial services firm, to represent the
company within the financial community.  PCLI, which become a
publicly traded company in July 2004, is the innovator of
electronic digital content delivery systems for the retail
marketplace.

CCRI will introduce investors to PCLI's proprietary electronic
digital content delivery technology, which currently offers a
library of over 1200 software titles from 250 publishers.  The
system was deployed by CompUSA in 25 stores in three major market
regions in 2004.  It is also the engine behind the new online
Software Solutions Center at www.tigerdirect.com, giving the Top
25 Web retailer a real-time on-demand software production
capability for its online order fulfillment operation.  By
establishing an as-needed manufacturing capability for
TigerDirect, Protocall enables the company to offer 24-hour
shipment for software orders.

"Protocall Technologies is the standard-bearer for electronic
digital content delivery both on the retail selling floor and in
electronic order fulfillment," said Malcolm McGuire, principal of
CCRI.  "The investment community is poised to embrace electronic
delivery as the answer to the classic limitations of traditional
retailing, including finite shelf space and fluctuating in-stock
availability of popular titles.  Protocall is perfectly positioned
to provide on-demand solutions for 21st century retailing."

                  About Protocall Technologies

Protocall Technologies Incorporated  (OTCBB:PCLI)
http://www.protocall.com/ is the innovator of on-demand digital  
content distribution.  Its flagship SoftwareToGo(R) electronic
delivery system is the industry's standard for on-site production
of brand name software CDs, for both traditional and Web
retailers.  Protocall provides retailers and digital content
owners with specialized systems programming, digital rights
management and electronic merchandising services for front and
back-end fulfillment operations.

                          *     *     *

                       Going Concern Doubt

Protocall Technologies, Inc., incurred net losses for the nine
months ended Sep 30, 2004, and 2003 of $5,263,617 and
$3,014,537, respectively, and had working capital, total
stockholders' equity and an accumulated deficit of $1,689,398,
$1,773,412 and $31,287,439, respectively, at Sept 30, 2004.

Significantly contributing to the accumulated deficit during the
current year was the cost associated with the expansion of the
Company's electronic software distribution system's capabilities
to distribute additional digitally stored products as well as
significant interest expense related to the Company's notes
payable, which were converted to equity upon the consummation of
the closing of the Reverse Merger on July 22, 2004.  Through
July 2004, the Company has been dependent upon borrowings through
private placements of convertible and non-convertible debt from
related and non-related parties to finance its business
operations.

On July 22, 2004 the Company simultaneously consummated a Reverse
Merger with a public company, raised approximately $6,400,000,
including $1,825,000 from the convertible bridge notes that were
issued in April 2004 (net of costs) in a private placement and
converted approximately $9,359,000 of liabilities as of
July 22, 2004 to equity.  In addition, a major shareholder forgave
approximately $1,100,000 in accrued interest in connection with
the conversion of his notes into equity.  The forgiven accrued
interest was treated as a capital contribution.  Management of the
Company believes that these transactions will enable it to
continue its business plan through at least the second quarter of
2005, although there can be no assurances that this will be the
case.  It is unlikely that the cash proceeds from the
July 22, 2004 private placement will be sufficient to meet the
Company's long-term liquidity requirements.  Therefore, the
Company will likely seek additional financing to meet its
long-term liquidity requirements.

If the Company fails to develop adequate revenues from sales to
generate adequate funding to support its operating expenses or
fails to obtain additional financing through a capital transaction
or other type of financing, the Company will be required to
substantially reduce its operating expenses.  The Company is
currently having discussions with investment banking firms to seek
additional funding for the Company.  The Company has no
commitments for additional funding.  The uncertainties regarding
the availability of continued financing and commencement of
adequate commercial revenues raise substantial doubt about the
Company's ability to continue as a going concern, which
contemplates the realization of assets and satisfaction of
liabilities in the normal course of business.

Until such time as the Company can rely on revenues generated from
operations, it will continue to seek additional sources of
financing including both public and private offerings.  Management
believes that the Company has enough cash to continue as a going
concern until June 2005.  There can be no guarantees that the
Company will be successful in obtaining additional financing.


QUANTEGY INC: Section 341(a) Meeting Slated for Feb. 28
-------------------------------------------------------
The Bankruptcy Administrator for the District of Alabama will
convene a meeting of Quantegy, Inc., and its debtor-affiliates'
creditors at 10:00 a.m., on Feb. 28, 2005, at the Federal
Courthouse in Opelika, Alabama.  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 Opelika, Alabama, Quantegy, Inc. --
http://www.quantegy.com/-- provides a full line of audio, video,  
data, storage, logging and instrumentation recording media
products.  The Company along with its debtor-affiliates filed for
chapter 11 protection on Jan. 10, 2005 (Bankr. M.D. Ala. Case No.
05-80042).  Cameron-RRL A. Metcalf, Esq., at Espy, Metcalf &
Poston, PC, represents the Debtors in their restructuring efforts.  
When Quantegy, Inc., filed for protection from its creditors, it
estimated assets between $1 million and $10 million and debts
between $10 million to $50 million.


QUANTEGY INC: Hires Espy Metcalf as Bankruptcy Counsel
------------------------------------------------------
Quantegy, Inc., and its debtor-affiliates sought and obtained
permission from the U.S. Bankruptcy Court for the Middle District
of Alabama to employ Espy, Metcalf & Poston, PC, as their
bankruptcy counsel.

Espy Metcalf will:

     a) provide legal advice with respect to Debtors' rights,
        powers and duties as debtors-in-possession;

     b) defend the Debtors in any matters brought to lift the
        automatic stay;

     c) prepare, assist in the preparation of, necessary
        applications, responses, reports and orders on behalf of
        the Debtors and any legal matters or papers in
        connection with this proceeding;

     d) assist in the preparation of a disclosure statement and
        a chapter 11 plan; and

     e) prepare all documents which may be necessary and proper
        for carrying out the functions of the debtors-in-
        possession.

Cameron A. Metcalf, Esq., is the lead attorney for the Debtors.  
Mr. Metcalf will bill the Debtors his current hourly rate of $200.

To the best of the Debtors' knowledge, Espy Metcalf is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Opelika, Alabama, Quantegy, Inc. --
http://www.quantegy.com/-- provides a full line of audio, video,  
data, storage, logging and instrumentation recording media
products.  The Company along with its debtor-affiliates filed for
chapter 11 protection on Jan. 10, 2005 (Bankr. M.D. Ala. Case No.
05-80042).  When Quantegy, Inc., filed for protection from its
creditors, it estimated assets between $1 million and $10 million
and debts between $10 million to $50 million.


QUANTEGY INC: Taps Aldridge Borden as Accountants
-------------------------------------------------
The Honorable Dwight H. Williams, Jr., of the U.S. Bankruptcy
Court for the Middle District of Alabama approved the employment
of Aldridge, Borden & Company, PC, as accountants for Quantegy,
Inc., and its debtor-affiliates during their chapter 11 cases.

Aldridge Borden will:

     a) prepare income tax returns for the Debtors;
     b) offer tax advice;
     c) assist in any other accounting and tax matters;
     d) audit the Debtors' savings & retirement plan; and
     e) prepare reporting form 5500.

John D. Adams, an accountant at Aldridge Borden, discloses that
the Debtors will pay his Firm $48,100 for professional services.

Mr. Adams assures the Court of his Firm's "disinterestedness" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Opelika, Alabama, Quantegy, Inc. --
http://www.quantegy.com/-- provides a full line of audio, video,  
data, storage, logging and instrumentation recording media
products.  The Company along with its debtor-affiliates filed for
chapter 11 protection on Jan. 10, 2005 (Bankr. M.D. Ala. Case No.
05-80042). Cameron-RRL A. Metcalf, Esq., at Espy, Metcalf &
Poston, PC, represents the Debtors in their restructuring efforts.  
When Quantegy, Inc., filed for protection from its creditors, it
estimated assets between $1 million and $10 million and debts
between $10 million to $50 million.


SELECT MEDICAL: S&P Rates Proposed $880-Mil Sr. Sec. Debt at BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Select Medical Corp. to 'B+' from 'BB-'.  Standard &
Poor's also assigned its 'BB-' rating and its recovery rating of
'1' to Select Medical's $880 million proposed senior secured bank
credit facility.  Select Medical Corp. is a wholly owned
subsidiary of EGL Holding Co. -- Holdco.  The facility is rated
one notch above the company's corporate credit rating; this and
the '1' recovery rating mean that lenders are likely to realize
full recovery of principal in the event of a bankruptcy.

At the same time, Standard & Poor's assigned its 'B-' rating to
$660 million in senior subordinated notes due in 2015 that are
also obligations of Select Medical Corp.  The ratings are removed
from CreditWatch where they were originally placed May 12, 2004,
following the announcement of a proposed Medicare regulatory
change, and updated for the upcoming LBO.  The proceeds, along
with new equity, will finance the acquisition of the company by
Welsh, Carson, Anderson & Stowe, Thoma Cressey Equity Partners,
and certain members of Select's senior management team in a
transaction valued at $2.2 billion, or 8.3x 2004 estimated EBITDA.

As of Sept. 30, 2004, Mechanicsburg, Penssylvania-based Select's
total debt outstanding was $355 million.  With the completion of
the transaction, total debt outstanding will increase to about
$1.6 billion.  The ratings on the existing subordinated notes will
be withdrawn.  The outlook is negative.

"The speculative-grade rating on Select Medical Corp. reflects its
relatively narrow service niche as an operator of long-term
acute-care -- LTAC -- hospitals and outpatient rehabilitation
clinics, and LTAC challenges related to the fact that nearly half
of the company's revenues are derived from Medicare, which is
subject to reimbursement risk," said Standard & Poor's credit
analyst David Peknay.  "The rating also reflects the company's
ongoing expansion efforts, which challenge its ability to extend
its recent successes."

Through acquisitions and new development, Select Medical has
established itself as the largest operator of LTAC hospitals in
the U.S., and the second-largest operator of outpatient
rehabilitation clinics.  The company, after recently completing
the $100 million acquisition of SemperCare, operates 103 LTACs in
26 states, four inpatient rehabilitation hospitals, and 750
outpatient rehabilitation clinics in the U.S. and Canada.  Its
LTAC portfolio includes about one-third of the entire LTAC market.   
All but a few of Select's hospitals operate in a "hospital-within-
a-hospital" business model, with each separately licensed facility
residing in leased space within general acute-care hospitals.

The company has benefited in the past two years from a transition
of Medicare's LTAC reimbursement methodology from a retrospective
to a prospective payment system.  The significant increases in
average revenues per patient day experienced by the company
contributed to a large jump in its operating margin.  This is
important because its LTACs generate about 80% of the company's
profits.  Strong reimbursement increases continue for 2005, with
Medicare having increased its LTAC rates by about 7.5%.


SINGING MACHINE: Accountants Raise Going Concern Doubt
------------------------------------------------------
The Singing Machine Company, Inc., has an accumulated deficit in
shareholders equity and is experiencing difficulty in keeping
payments current with various vendors at September 30, 2004.  As a
result, the Company's independent registered public accounting
firm again has expressed substantial doubt in the Company's
ability to continue as a going concern in their report for the
years ended March 31, 2004, and 2003.

At September 30, 2004, Singing Machine had $928,096 cash on hand
in addition to $1,544,302 of restricted cash and no bank
overdrafts, for a total of $2,472,398 compared to cash on hand of
$356,342 and restricted cash of $874,283 and a bank overdraft of
$62,282 at March 31, 2004, for a net balance of $1,168,343.  From
March 31, 2004, to September 30, 2004, the cash balances increased
$1,304,055.  The Company's current liabilities increased to
$14,148,459 from $13,755,092 as of March 31, 2004, an increase of
$393,367.  Singing Machine had net working capital of $35,702 as
of September 30, 2004, and a net working capital of $62,550 as of
March 31, 2004.

Singing Machine's average monthly fixed operating costs are
approximately $600,000, which includes compensation and selling,
general & administration expenses.  Management expects that the
Company will need approximately $1.8 million for working capital
during the next three-month period.  The Company's primary
expenses are normal operating costs including salaries, lease
payments for its warehouse space in Compton, California and other
operating costs.

Singing Machine's sources of cash for working capital in the long
term, 12 months and beyond, are the same as its sources during the
short term.  If it needs additional financing, the Company intends
to approach other financing companies for financing.  If it needs
to obtain additional financing and fails to do so, it may have a
material adverse effect on its ability to meet its financial
obligations and to continue its operations.

The Company faced several challenges during fiscal 2003.  Although
its net revenue increased to $95,613,766 in fiscal 2003 compared
to revenues of $62,475,753 in fiscal 2002, its net income
decreased to $1,217,812 in fiscal 2003 compared with net income of
$6,289,065 in fiscal 2002.  Several factors contributed to this
decrease in net income, including but not limited to a loss on a
guaranteed sales contract of approximately $2.5 million, an
inventory reserve charge of approximately $3.7 million, higher
than expected operating expenses of $21.6 million in fiscal 2003
and an income tax liability expenses of $198,772.

The Singing Machine Company, Inc., develops, produces,
distributes, markets and sells consumer karaoke audio equipment,
accessories and music.  The Company contracts for the manufacture
of all electronic equipment products with factories located in
Asia.  It also produces and markets karaoke music, including CD
plus graphics, and audiocassette tapes containing music and lyrics
of popular songs for use with karaoke recording equipment.  All of
the Company's recordings include two versions of each song; one
track offers music and vocals for practice and the other track is
instrumental only for performance by the participant.  Virtually
all of the cassettes sold by Singing Machine are accompanied by
printed lyrics, and its karaoke CD+G's contain lyrics, which
appear on the video screen.  The Company contracts for the
reproduction of music recordings with independent studios.


SPIEGEL INC: Wants Until May 31 to Decide on Leases
---------------------------------------------------
Andrew V. Tenzer, Esq., at Shearman & Sterling, LLP, in New York,  
reports that Spiegel, Inc., and its debtor-affiliates are
currently analyzing the appropriate corporate structure for the
Reorganized Debtors to maximize creditors' recoveries.  Given the
importance of their unexpired non-residential real property leases
to the Eddie Bauer business as it is reorganized, it is impossible
for the Debtors to make a reasoned and informed decision as to
whether to assume or reject each of the leases by the current
January 31, 2005, deadline.  Mr. Tenzer notes that although the
Debtors' leases pertain to wide-ranging segments of their business
operations, the substantial majority of those leases are Eddie
Bauer's.

Absent an extension, Mr. Tenzer tells Judge Blackshear, the  
Debtors may be forced to assume the leases prematurely, leading  
to unnecessary administrative claims against their estates if the  
leases are ultimately rejected.  If the Debtors precipitously  
reject the leases or are deemed to reject the leases by operation  
of Section 365(d)(4) of the Bankruptcy Code, they may forgo  
significant value in those leases, resulting in the loss of  
valuable property interests that may be essential to the  
reorganization of the Eddie Bauer business.

To avoid those scenarios, the Debtors ask the U.S. Bankruptcy
Court for the Southern District of New York to extend the  
deadline by which they must assume or reject their unexpired non-
residential real property leases through and including May 31,  
2005.

Mr. Tenzer assures the Court that the Debtors have timely  
performed their obligations under their leases.  Accordingly, the
extension will not prejudice the lessors.

Headquartered in Downers Grove, Illinois, Spiegel, Inc. --
http://www.spiegel.com/-- is a leading international general
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores.  The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540).  James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
$1,706,761,176 in debts. (Spiegel Bankruptcy News, Issue No. 37;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SPORTS ARENA: Independent Auditors Raise Going Concern Doubt
------------------------------------------------------------
The independent auditors' report dated November 15, 2004, on Sport
Arena Inc.'s consolidated financial statements for the year ended
June 30, 2004, provides that:

    "The accompanying consolidated financial statements have been
    prepared assuming that the Company will continue as a going
    concern. . . .  [T]he Company has suffered recurring losses
    and is forecasting negative cash flows from operating
    activities for the next twelve months.  These items raise
    substantial doubt about the Company's ability to continue as a
    going concern.  The consolidated financial statements do not
    include any adjustments that might result from the outcome of
    this uncertainty."

The recurring losses and negative cash flows relate to the
Company's golf club shaft manufacturing operations.  The Company
has not been successful in its efforts to increase sales, reduce
manufacturing costs or obtain additional investors for this
operation.  As a result, on September 16, 2004, the Company
committed to a plan of disposal of the graphite golf club shaft
operation owned.  The Company is currently in negotiations to sell
Penley to the former owner, Carter Penley.  Carter Penley has
verbally agreed to fund any cash flow deficits from Nov. 1, 2004,
until a sale is consummated or until the negotiations end.  In
either event, the Company will not be required to repay the
advances unless the Company ceases negotiations without cause.

The Company is expecting a $500,000 cash flow deficit in the year
ending June 30, 2005, from operating activities after estimated
distributions from UCV ($420,000, primarily distributions from
real estate operations), estimated capital  expenditures ($3,000)
and scheduled principal payments on long-term debt, excluding any
estimated payments to be received from the sale of Penley.  This
analysis does not include the obligation to pay federal and state
income taxes totaling $979,000 related to the taxable income
reported from the sale of apartment project owned by UCV.  
Management is currently uncertain about how it will obtain the
funds to pay these tax liabilities.  The Company had a working
capital deficit of $422,329 at June 30, 2004, which is a
$1,483,882 decrease in working capital from the working capital of
$1,061,553 at June 30, 2003.

Management is currently evaluating other sources of working
capital including the proceeds that would become available for
distribution to the Company from refinancing the debt related to
one of the properties owned by UCV or selling one of the
properties owned by UCV.  Management has not assessed the
likelihood of any other sources of long-term or short-term
liquidity.  If the Company is not successful in obtaining other
sources of working capital this could have a material adverse
effect on the Company's ability to continue as a going concern.
However, other than the tax liabilities, management believes it
will be able to meet its financial obligations for the next twelve
months.

Sports Arena, Inc., primarily through its subsidiaries, owns and
operates a graphite golf club shaft manufacturer and three
commercial real estate properties (35% owned).  The Company also
performs a minor amount of services in property management and
real estate brokerage related to commercial leasing.


TEXAS DOCKS & RAIL: Jewel Wants Chapter 11 Trustee Appointed
------------------------------------------------------------
Jewel Development, LLC, a creditor of Texas Docks & Rail Company,
Ltd., and its debtor-affiliate C C Energy & Carbon, Ltd., asks the
U.S. Bankruptcy Court for the Southern District of Texas, Corpus
Christi Division, to appoint a chapter 11 trustee or convert the
Debtors' chapter 11 cases to chapter 7.

According to Jewel, the Debtors are pursuing their bankruptcy
cases with disregard for the interests of their creditors in order
to advance management's personal interests.

Jewel stresses that the appointment of a chapter 11 trustee is
necessary to prevent the Debtors from causing further damage to
their creditors and their estates.

Jewel points out that the Debtors' management has knowingly and
intentionally operated the business for the benefit of non-Debtor
entities owned by management.  Jewel did not provide any details
regarding this accusation.

In lieu of appointing a chapter 11 trustee, Jewel asks the Court
to convert the Debtors' chapter 11 proceedings to chapter 7 to
prevent further loss and diminution of the estates.  Jewel states
that there is no reasonable likelihood for rehabilitation of the
Debtors' business.

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 C C Energy & Carbon, Ltd., 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.


TORCH OFFSHORE: Can Continue Hiring Ordinary Course Professionals
-----------------------------------------------------------------          
The Honorable Jerry A. Brown of the U.S. Bankruptcy Court for the
Eastern District of Louisiana gave Torch Offshore, Inc., and its
debtor-affiliates permission to continue to employ, retain and pay
professionals they turn to in the ordinary course of their
businesses without bringing formal employment applications to the
Court.

In the day-to-day operation of their businesses, the Debtors
regularly call on certain professionals to provide them with
various services, including accounting and tax services, computer
and legal services.  

The Debtors submit that it would be impractical and inefficient on
their part to submit individual employment and compensation
applications to the Court for the Ordinary Course Professionals in
light of the relatively small fees and substantial number of the
Professionals they will employ.

The Debtors assure Judge Brown that:

   a) no Ordinary Course Professional will be paid in excess of
      $20,000 per month and all the Professionals' fees will not
      exceed in the aggregate of $50,000 per month;

   b) in the event an Ordinary Course Professional's fees and
      expenses exceeds $20,000 per month, that Professional will
      submit a formal compensation application to the Court; and

   c) each Ordinary Course Professional will submit to the Court
      an affidavit of disinterestedness.

Although some of the Ordinary Course Professionals may hold minor
amounts 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 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, represent the Debtors in their restructuring
efforts.  When the Debtor filed for protection from its
creditors, it listed $201,692,648 in total assets and $145,355,898
in total debts.


TORCH OFFSHORE: Section 341(a) Meeting Slated for March 1
---------------------------------------------------------
The U.S. Trustee for Region 5 will convene a meeting of Torch
Offshore, Inc., and its debtor-affiliates' creditors at
3:00 p.m., on March 1, 2005, at the Office of the U.S. Trustee,
Texaco Center, #2112, 400 Poydras Street in New Orleans, Louisiana
70130.  This is the first meeting 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 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 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, represent the Debtors in their restructuring
efforts.  When the Debtor filed for protection from its
creditors, it listed $201,692,648 in total assets and $145,355,898
in total debts.


TRICO MARINE: Court Confirms Prepack Chapter 11 Reorg. Plan
-----------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York confirmed Trico Marine Services, Inc. (OTC Pink Sheets:
TMARQ) prepackaged plan of reorganization.  The Plan confirmation
affirms that all reorganization requirements have been met under
the United States Bankruptcy Code and clears the way for Trico to
emerge from chapter 11 protection.  The Company said it expects to
be able to satisfy all conditions to effectiveness of its Plan and
anticipates emerging from chapter 11 by early February 2005.  The
Company and two of its wholly owned subsidiaries filed voluntary
petitions for relief under chapter 11 on Dec. 21, 2004.  In
addition to confirming the Plan, the Bankruptcy Court entered a
final order approving the Company's debtor-in-possession credit
agreement.

"This is an important day for the 'new' Trico, as we have
completed a highly successful consensual restructuring in a very
accelerated timeframe," said Thomas Fairley, the Company's
President and Chief Executive Officer.  "We are beginning a new
phase with a solid capital structure and greatly reduced debt. We
are excited to turn our full attention to growing our business,
improving our financial results and seeking new ways to continue
providing high quality service to our customers."

            Approval of Debtor-in-Possession Financing
   
The Bankruptcy Court approved the Company's $75 million debtor-in-
possession financing facility with its existing U.S. lenders.  The
DIP facility had been approved on an interim basis on Dec. 22,
2004.  As previously disclosed, the DIP facility is comprised of a
$55 million term loan, which will be used to pay all of the
outstanding indebtedness under the Company's existing U.S. senior
secured term loan, and a new $20 million revolving credit
facility.  The new funding will supplement Trico's existing
liquidity.

Upon effectiveness of the Plan, and the satisfaction of certain
conditions precedent thereunder, the DIP facility will convert
into a $75 million exit financing facility, comprised of a
$55 million term loan and a $20 million revolving credit facility,
which will provide the reorganized Company with liquidity for
working capital and other general corporate purposes.

            Confirmation of the Plan of Reorganization

As previously disclosed, under the Company's Plan, the holders of
the Company's $250 million 8-7/8% senior notes due 2012 will
receive, in exchange for their total claims (including principal
and accrued and unpaid interest), 100% of the fully-diluted new
common stock of the reorganized Trico Marine Services, Inc.,
before giving effect to:

        (i) the exercise of warrants to be distributed to the
            Company's existing holders of common stock pursuant to
            the Plan and

       (ii) a long term incentive plan.

Copies of the Plan, its accompanying disclosure statement and the
orders approving the DIP facility and confirming the Plan are
available at http://www.kccllc.net/trico/

"We are excited about the future of Trico," said Mr. Fairley.  
"This swift and successful turnaround was the result of the
commitment and collaboration of many people, chief among them
Trico's hard-working employees, who helped ensure that our
customers received the same quality of service during this
process."

Headquartered in New York, Trico Marine Services, Inc.
-- http://www.tricomarine.com/-- provides marine support services
to the oil and gas industry around the world.  The Trico Companies
operate a large, diversified fleet of vessels used in the
transportation of drilling materials, crews and supplies necessary
for the construction, installation, maintenance and removal of
offshore drilling facilities and equipment.  Trico Marine and its
debtor-affiliates filed for chapter 11 protection on Dec. 21, 2004
(Bankr. S.D.N.Y. Case No. 04-17985).  Leonard A. Budyonny, Esq.,
and Robert G. Burns, Esq., at Kirkland & Ellis LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $535,200,000 in
assets and $472,700,000 in debts.


TRICO MARINE: Moody's Withdraws Junks Ratings
---------------------------------------------
Moody's Investors Service has withdrawn all of its ratings
associated with Trico Marine Services, Inc., as it seeks to
reorganize under Chapter 11 bankruptcy protection.  

These ratings have been withdrawn:

   * Ca rated - $250 million of 8.875% senior unsecured notes due
     2012.

   * Ca rated - senior implied rating.

   * Ca rated - senior unsecured issuer rating

Trico Marine Services, Inc. is headquartered in Houma, Louisiana.


UTIX GROUP: Auditors Issue Going Concern Doubt Statement
--------------------------------------------------------
Utix Group, Inc., incurred losses in fiscal 2002, 2003 and 2004 of
$403,490, $1,095,907 and $3,824,970, respectively.  As of
September 30, 2004, it had a working capital deficit of $2,107,371
and a total stockholders' deficit of $2,236,802.  In addition, the
Company expects to increase its infrastructure and fixed operating
expenses to fund its anticipated growth.  As a result, the Company
may not be able to generate profits in fiscal 2005 or thereafter,
and may not be able to support its operations, or otherwise
establish a return on invested capital.  There is no assurance
that any of its business strategies will be successful or that
significant revenues or profitability will ever be achieved or, if
they are achieved, that they can be consistently sustained or
increased.

Utix' ability to meet its strategic goals will depend directly
upon its ability to raise a minimum of approximately $6.0 million
to $11.0 million of debt or equity financing over the next six to
twelve months.  The Company will incur substantially all of the
expenses related to the production and marketing of its retail
gift tickets before it realizes cash from the transaction.  This
may be as much as one year from the point of sale, because its
current arrangement with its credit card processor, Discover,
requires consumer payments to be maintained in escrow pending use
or redemption of Company tickets at the venue of use and payment
by Discover to the venue.  Although Utix is actively seeking such
financing, if it is not available or obtainable on reasonable
terms, its investors may lose a substantial portion or all of
their investment and the business may fail.  If unable to obtain
financing on a timely basis, Utix may have to abandon its efforts
to penetrate the retail market, lay off approximately one-half of
its staff and only continue its corporate business.

                       Going Concern Doubt

The Company's auditors have included an explanatory paragraph in
their report for the years ended September 30, 2004, and 2003
indicating there is substantial doubt regarding Utix' ability to
continue as a going concern.  If the Company is, in fact, unable
to continue as a going concern, investors may lose their entire
investment in Utix common stock.

Utix Group Inc.'s principal business activity is to provide
prepaid experiences to individuals by offering gift tickets to
retail buyers and corporations that are redeemable at golf
courses, ski resorts, spas and movie theaters nationwide.
Unlike traditional gift cards that are limited to a specified
dollar purchase at one store or retail chain, Utix' branded
tickets permit users to enjoy a specific one-time experience (such
as golf, skiing or going to a spa or movie) at numerous locations
or venues applicable to that experience.  


VIVENDI UNIVERSAL: AMF Issues Notices of Grievance
--------------------------------------------------
The Autorite des Marches Financiers -- AMF -- has issued notices
of grievance against Vivendi Universal (Paris Bourse: EX FP; NYSE:
V) and two of its officers, Jean-Rene Fourtou and Jean-Bernard
Levy, arising from the inquiry into movements in the Company's
shares at the time of the issuance of mandatory exchangeable bonds
in November 2002.

The AMF has issued a notice of grievance against Vivendi Universal
claiming that Deutsche Bank sold institutional investors a product
comprising both mandatory exchangeable bonds and a hedge of
Vivendi Universal shares, and that the description was allegedly
not sufficiently clear in the prospectus.  In fact, Vivendi
Universal merely issued mandatory exchangeable bonds, and left it
to Deutsche Bank to place these bonds in accordance with the terms
of the prospectus.  In regards to the group, Vivendi Universal
therefore believes that it fully complied with its disclosure
requirements as issuer.

The AMF also claims that at the time of issuance of these bonds,
Mr. Fourtou and Mr. Levy were in possession of two items of
privileged information:

   (1) the expression of interest by Marvin Davis in the US
       assets of Vivendi Universal; and

   (2) the (allegedly) "high probability" that Vivendi Universal's
       pre-emptive rights to buy the Cegetel shares held by
       British Telecom would be exercised.

Vivendi Universal believes that the expression of interest from
Marvin Davis, which was unsolicited and the financing for which
had not been secured, related to assets that were not scheduled
for sale and had been unequivocally rejected by the group's Board
of Directors before the mandatory exchangeable bonds were issued.
This cannot therefore be considered privileged information.

Similarly, the exercise by Vivendi Universal of its pre-emptive
rights over Cegetel shares held by British Telecom was not decided
upon until the Board meeting of Dec 3, 2002, after a series of
refinancing deals (completion of which was not certain at the time
the bonds were issued) and after Vodafone had declined to raise
its offer for Cegetel.  Until Dec. 3, 2002, exercise of the pre-
emptive rights was no more than a possibility of which the public
was perfectly aware, and the bond issue prospectus clearly stated
that "Through this offering, the Company will also consolidate its
ability to participate in the ongoing transactions regarding
Cegetel."

These notices of grievance have no legal basis, and will be
contested before the Disciplinary Commission of the AMF.

                        About the Company

Vivendi Universal is a leader in media and telecommunications with
activities in television and film (Canal+ Group), music (Universal
Music Group), interactive games (VU Games) and fixed and mobile
telecommunications (SFR Cegetel Group and Maroc Telecom).

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 28, 2004,
Standard & Poor's Ratings Services withdrew its 'BB+' corporate
credit rating on U.S.-based media company Vivendi Universal
Entertainment LLLP and its 'BBB-' senior secured bank loan rating
following the repayment of the rated bank debt with unrated,
unsecured bank loans. The ratings are removed from CreditWatch,
where they were placed September 3, 2003.


W.R. GRACE: Longacre Master Says Disclosure Statement Inadequate
----------------------------------------------------------------
Longacre Master Fund, Ltd., asserts that the Disclosure Statement
filed by W.R. Grace & Co., and its debtor-affiliates fails to
disclose to creditors their entitlement to postpetition interest.  
Longacre also argues that the Debtors' Plan of Reorganization is
facially unconfirmable under Section 1129 of the Bankruptcy Code
because, at a minimum, it does not treat all creditors within the
same class of General Unsecured Claims -- Class 9 -- equally and,
thus, violates Section 1123(a)(4).

The Disclosure Statement includes an estimate of approximately
$951 million for General Unsecured Claims.  Of this amount,
approximately $573 million is attributed to principal and interest
accrued at the prepetition interest rate under the Debtors'
prepetition credit facilities as of September 30, 2004.  For the
remaining $378 million of General Unsecured Claims classified in
Class 9 with the Banks -- including approximately $31.4 million
attributed to trade payables -- the Debtors do not propose to pay
interest unless the underlying claim is supported by documents
that provide for the accrual of interest prior to default.  For
reasons, which are not apparent, and without legal authority, the
Debtors intend to favor the Banks while depriving other similarly
situated unsecured creditors their right to postpetition interest.

Despite the fact that all non-consenting unsecured creditors are
entitled to postpetition interest in a solvent case, the Debtors
provide no basis in the Disclosure Statement why some unsecured
creditors are awarded postpetition interest while others are not.  
The Debtors fail to disclose why similarly situated unsecured
creditors are being treated differently.

The Debtors also fail to disclose to creditors that if they do not
vote to accept the Plan, they are legally entitled to the accrual
of postpetition interest, regardless of whether they are entitled
to this interest under a contract in a non-default situation and
regardless of whether they have a contract that provides for
interest at all.  The Disclosure Statement must include this
information, as well as the rate at which the Debtors propose to
pay the postpetition interest.

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)


WHITING PETROLEUM: Closing $19 Million Property Acquisitions
------------------------------------------------------------
Whiting Petroleum Corporation (NYSE: WLL) has acquired oil and gas
producing properties in Mississippi and Texas from two private
sellers.  The Mississippi transaction covers proved reserves in
the Lake Como field in Jasper County.  In the Permian Basin of
Texas, the Company acquired an additional working interest in the
Would Have field in Howard County.  This purchase increased
Whiting's average working interest in the Would Have field to
approximately 86 percent, added proved reserves and provides
Whiting with several drilling opportunities for non-proved
reserves.

In total, the Company paid $19 million, adding 14.7 billion cubic
feet equivalent (Bcfe) of proved reserves at $1.29 per thousand
cubic feet equivalent (Mcfe).  Including these two transactions,
in 2004 Whiting purchased $535 million of proved reserves at an
average acquisition cost of $1.23 per Mcfe.

James J. Volker, Chairman, President and Chief Executive Officer
of Whiting Petroleum, commented: "The 2004 property acquisitions
and Equity merger have accretively proved reserves behind each
share of Whiting. These properties are concentrated in Whiting's
core Rocky Mountain, Permian and Gulf Coast areas where we have a
track record of successfully growing reserves and production
through ongoing exploitation and development drilling."

                   Daily Production Increases
  
For the fourth quarter of 2004, Whiting's production is expected
to average 184.7 million cubic feet equivalent (Mmcfe) per day
which is an increase of 79% as compared to the fourth quarter 2003
average rate of 103.2 Mmcfe per day.  Whiting's net production for
December 2004 averaged 188.0 Mmcfe per day, a 6% increase over the
Company's October 1, 2004 rate of 177.7 Mmcfe per day.  In
comparison to its Oct. 1, 2004, annualized production rate of 64.9
Bcfe Whiting reiterates its 2005 organic production growth target
of 6 to 10 percent, i.e. 2005 production in the range of 69 to 71
Bcfe.

               Highlights of Recent Drilling Operations

Williston Basin

Whiting realized continued success in its new Nisku A horizontal
exploration project in Billings County, North Dakota.  Whiting has
drilled a total of ten horizontal casing exit re-entries since the
MOI Stillwater 21-23H discovery in the third quarter of 2004.  Of
the ten wells drilled nine were successful in the Nisku A.  The
Company has 33,000 net acres in this play. Whiting's gross year
end 2004 production exit rate from the Nisku A wells totaled 1,626
barrels of oil and 1.0 Mmcf of natural gas per day.

Gulf Coast

In the fourth quarter, Whiting completed three additional
successful wells in its Stuart City Reef Trend properties.  
Whiting completed the Rhodes Trust #3H at a gross initial
producing rate (IP) of 2.8 Mmcfe per day, the Hudson Strawn at 1.0
Mmcfe per day and the Pinson Slaughter #1 at 1.3 Mmcfe per day.  
Additionally, the Company participated in three successful
Vicksburg Trend wells; the Bell Farms #2, the Smith #L3 and the
Mathews #1.  These wells are producing at a combined net rate to
Whiting of 5.5 Mmcfe per day.  The Company also participated in
drilling the Bettie Bell #1 (a non-operated 32.5% working
interest) for the Cotton Valley Reef formation, in Robertson
County Texas.  In January 2005, the Bettie Bell was connected and
is currently producing at a gross rate of 9.0 Mmcfe per day (2.1
Mmcfe per day net to Whiting).

                  Year End 2004 Debt Position

In the fourth quarter, Whiting repaid $260 million of bank debt
with $240 million of net proceeds from the previously announced
November 2004 8.625 million common share offering and $20 million
of available cash flow from operations after capital expenditures.  
The bank facility at year end 2004 had an outstanding balance of
$175 million with a borrowing base of $480 million.  Including the
$150 million 7 1/4% Senior Subordinated Notes due 2012, Whiting's
total long-term debt at December 31, 2004 was $325 million.

            Fourth Quarter and Year End 2004 Results

Whiting will release its fourth quarter and full year 2004
financial and operating results on Thursday, Feb. 24, 2005, after
the market closes.  A conference call with investors, analysts and
other interested parties is scheduled for 11:00 a.m. EST (10:00
a.m. CST, 9:00 a.m. MST) on Friday, Feb. 25, 2005, to discuss
Whiting's fourth quarter and full year 2004 financial and
operating results.  Call (800) 847-4038 (U.S./Canada) or (706)
634-7593 (International) to be connected to the call.  Access to a
live Internet broadcast will be available at
http://www.whiting.com/by clicking on the link titled "Webcasts."

A telephonic replay will be available approximately two hours
after the call on Friday, Feb. 25, 2005, and continues through
Friday, March 4, 2005.  You may access this replay at (800) 642-
1687 (U.S./Canada) or (706) 645-9291 (International) and entering
the conference ID # 3354925.  You may also access a Web archive at
http://www.whiting.com/approximately one hour after the  
conference call.

                        About the Company

Whiting Petroleum Corporation -- http://www.whiting.com/-- is a  
growing energy company based in Denver, Colorado.  Whiting
Petroleum Corporation is a holding company for Whiting Oil and Gas
Corporation.  Whiting Oil and Gas Corporation is engaged in oil
and natural gas acquisition, exploitation, exploration and
production activities primarily in the Rocky Mountains, Permian
Basin, Gulf Coast, Michigan, Mid-Continent and California regions
of the United States.  The Company trades publicly under the
symbol WLL on the New York Stock Exchange.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 3, 2005,
Moody's Investors Service confirmed Whiting Petroleum's B2 senior
subordinated note and Ba3 senior implied ratings with a stable
rating outlook.  Whiting has completed a year of major
transforming acquisitions, totaling $516 million, and funded that
activity with sufficient internal and common equity capital to
adequately share with debt and equity the acquisition risk and
prepare the balance sheet for further acquisitions.

Moody's also assigned a first time Speculative Grade Liquidity
rating of SGL-2, indicating good combined cash flow, back-up
liquidity, and covenant coverage relative to currently budgeted
outlays and a planned reasonable level of acquisition activity
over the next four quarters.

On a much larger scale and diversification of reserves after its
major transforming acquisition activity this year, Whiting
subsequently and substantially reduced its acquisition debt by
executing a $240 million common equity offering and further
reducing debt with free cash flow.


WILLIAMS CONTROLS: Annual Stockholders' Meeting Set for Feb. 17
---------------------------------------------------------------
The annual meeting for 2005 of Williams Controls, Inc.'s
stockholders will be held at the offices of the Company located at
14100 Southwest 72nd Avenue in Portland, Oregon on Feb. 17, 2005,
at 8:30 a.m. Pacific Standard Time, to:

   -- elect two members of the Company's Board of Directors
      each for a three-year term to serve until the next
      annual meeting or until their respective successors are duly
      elected and qualified;

   -- approve an amendment to the Company's Certificate of
      Incorporation increasing the number of the Company's
      authorized shares of common stock from 50,000,000 to
      75,000,000; and

   -- transact any other business that may properly come before
      the annual meeting, or any adjournments or postponements
      thereof.

The Board of Directors is not aware of any other business to come
before the annual meeting.

Only stockholders of record on Jan. 6, 2005, are entitled to
notice of, and to vote at, the annual meeting or any adjournments
or postponements thereof.

Williams Controls is a designer, manufacturer and integrator of
sensors and controls for the motor vehicle industry.  For more
information, you can find Williams Controls on the Internet at
http://www.wmco.com/

At Sept. 30, 2004, Williams Controls' balance sheet showed a
$7,035,000 stockholders' deficit, compared to a $17,143,000
deficit at Sept. 30, 2003.


WODO LLC: Case Summary & 11 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Wodo, LLC
        fka Trillium Commons, LLC
        4350 Cordata Parkway
        Bellingham, Washington 98226-8019

Bankruptcy Case No.: 05-10556

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

Chapter 11 Petition Date: January 18, 2005

Court: Western District of Washington (Seattle)

Judge:  Karen A. Overstreet

Debtor's Counsel: Gayle E. Bush, Esq.
                  Bush, Strout & Kornfeld
                  601 Union Street #5500
                  Seattle, Washington 98101-2373
                  Tel: (206) 292-2110
                  Fax: (206) 292-2104

Total Assets: $90,380,942

Total Debts:  $21,451,210

Debtor's 11 Largest Unsecured Creditors:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
Sterling Equities                Trade                  $231,329
Attn: Barry Goldstein
950 South Cherry Street #320
Denver, Colorado 80246

East-West Partners               Trade                   $20,967
Attn: AJ Zabbia
1443 Larimer Square
Denver, Colorado 80202

KliPP Colussby Jenks Dubois PC   Trade                   $14,967
1512 Larimer Street
Denver, Colorado 80202

Downtown Denver Yth Foundation   Trade                   $10,000
Attn: Martin Smith
1443 Larimer Square
Denver, Colorado 80202

Walker Parking Consultants       Trade                    $7,530

River Bank Commercial            Trade                    $7,500
Real Estate

S.A. Miro, Inc.                  Trade                    $6,445

Environmental Resource           Trade                    $2,067
Management

Downtown Denver, Inc.            Trade                      $725

Central Parking Corporation      Trade                      $300

Land Title Guarantee Company                                $216


* Miller Buckfire Names M. Hootnick & D. Savini Managing Directors
------------------------------------------------------------------
Miller Buckfire Ying & Co., LLC, promoted Mark Hootnick and Durc
Savini to Managing Director.  Also, the firm has promoted John
Bosacco and Jeffrey Finger to Principal.

"With these promotions we are pleased to recognize the
accomplishments of these senior bankers," said Henry Miller,
Chairman of Miller Buckfire Ying.  "Mark, Durc, John and Jeffrey
consistently have shown their commitment to the firm and its goal
of delivering independent, thoughtful and creative advice to the
firm's restructuring and strategic advisory clients."

Mark Hootnick, Managing Director, joined the financial
restructuring group at Dresdner Kleinwort Wasserstein in 1998,
which was spun-off in 2002 to form Miller Buckfire Lewis.  Prior
to Dresdner Kleinwort Wasserstein, he was an associate at Kramer,
Levin, Naftalis & Frankel where he represented debtors and
creditors in restructuring transactions.  Mark received a J.D.
from the New York University Law School and a B.S. in finance from
Lehigh University.

Durc Savini, Managing Director, joined the financial restructuring
group at Dresdner Kleinwort Wasserstein in 1999, after nine years
as an investment banker at Bear Stearns & Co. and CIBC Wood Gundy
Securities.  Mr. Savini received an M.B.A. from the University of
Chicago Graduate School of Business and a B.A. from Columbia
University.  He is a member of the American Bankruptcy Institute,
the Turnaround Management Association and the Association of
Insolvency and Restructuring Advisors and is a frequent speaker on
restructuring topics.

John Bosacco, Principal, joined the Dresdner Kleinwort Wasserstein
financial restructuring group in 2001.  Previously, he was an
associate at LC39 Ventures, a venture capital firm, and an
investment banking analyst at Merrill Lynch & Co. and Chase
Securities.  He received a B.A. from Dartmouth College.

Jeffrey Finger, Principal, joined the Dresdner Kleinwort
Wasserstein financial restructuring group in 2001.  He began his
investment banking career in 1997 as an analyst at Wasserstein
Perella, specializing in mergers and acquisitions.  He has an
M.B.A. from the University of Chicago Graduate School of Business
and a B.A. from the University of Michigan.

               About Miller Buckfire Ying & Co., LLC   

Miller Buckfire Ying is a leading independent investment bank
providing strategic and financial advisory services focusing on
complex restructuring transactions, mergers and acquisitions, and
equity and debt financing.  The firm was formed in July 2002 when
the financial restructuring group at Dresdner Kleinwort
Wasserstein spun off as an independent entity.  Current and recent
engagements include: Kmart Corporation, Level (3) Communications,
Spiegel, Inc., and Eddie Bauer, Inc., Stolt-Nielsen S.A., Horizon
Natural Resources, Grupo TMM S.A., Aurora Foods Inc., Citation
Corporation, Interstate Bakeries, Pegasus Satellite Communications
and Vulcan Inc. concerning its investment in Charter
Communications.  The firm's professionals have successfully
restructured more than $180 billion in debt, advised on over 100
M&A transactions valued at more than $15 billion, and advised on
financings involving over $20 billion.  The 45-member firm is
based in New York.  Additional information about Miller Buckfire
Ying can be found at http://www.mbyco.com/


* Michael Sfregola Joins Gibson Dunn's Los Angeles Firm as Partner
------------------------------------------------------------------
Gibson, Dunn & Crutcher LLP welcomes Michael F. Sfregola as a new
partner in the firm's Los Angeles office.  Formerly a partner at
Allen Matkins Leck Gamble & Mallory LLP, Mr. Sfregola will
continue his real estate and real estate tax practice.

"Mike will be a terrific addition to the firm," said Ken Doran,
Managing Partner of Gibson Dunn.  "He is highly regarded by the
real estate community, his clients and even those who have worked
on the opposite side of the table from him."

"Mike is one of the top real estate lawyers in the United States,
with a very successful practice," said Jesse Sharf, Co-Chair of
the firm's Real Estate Practice Group.  "He will complement our
already significant practice, particularly with his extensive
experience in Asia, the fund and investment banking arena and the
hotel industry."

Mr. Sfregola practices real estate law and is also an accomplished
tax lawyer.  He has extensive experience in the structuring of the
acquisition and financing of hotel, resort, commercial, industrial
and residential properties, including multi-jurisdiction and major
portfolio acquisitions from both private and public sellers in the
United States and Asia.  He also represents domestic and foreign
institutional investors with structured finance transactions,
mergers, divestitures and workouts, as well as tax planning with
respect to real estate joint ventures.

Before joining the firm, Mr. Sfregola practiced with Allen Matkins
since 1980, as a partner since 1986.  He earned his law degree
from University of Southern California in 1979.

"I am looking forward to integrating my practice with my new
colleagues at Gibson Dunn," said Mr. Sfregola.  "Gibson Dunn has
exactly the platform I wanted: a talented and deep local, national
and international real estate group and a top-flight corporate
finance and litigation practice."

             About Gibson Dunn's Real Estate Practice

The lawyers in Gibson Dunn's Real Estate Practice Group have
extensive experience in a broad spectrum of real estate matters,
including real estate joint ventures, finance, development, sales
and acquisitions, land use and environmental matters, leasing and
workout transactions.

The firm serves clients from entrepreneurs to some of the best-
known names in U.S. and European real estate, including Rockpoint
Group, Pacific Coast Capital Partners, Wachovia Securities, Lehman
Brothers Holdings, UBS, Apollo Real Estate Fund L.P. and its
International Funds, Lehman Brothers Real Estate Partners L.P.,
Investcorp, Wells Fargo Bank, Marriott International and Hilton
Hotels, among many others.

Recent matters include representation of:

   -- Apollo International Real Estate Fund in its $523 million
      joint venture with REIT Asset Management to form St.
      Katharine's Investment for the acquisition of St.
      Katharine's Dock

   -- Kuwait Financial Centre, S.A.K. in its $150 million secured,
      seven-year, 5.15% fixed rate debt financing for retail
      property joint venture

   -- Rockpoint Group in the acquisition of a portfolio of six
      office buildings

   -- A group of investors who acquired The Desert Passage in Las
      Vegas, Nevada

   -- A national hotel operator/owner in the recapitalization of a
      $200 million portfolio of hotels

   -- A private overseas investor in its $455 million refinancing
      of a portfolio of five office buildings located in London

   -- A partnership in the acquisition of the Sony Studios
      property in Culver City

   -- A foreign bank as participant in each of three separate
      credit facilities which went through foreclosure and/or
      bankruptcy: a $300 million construction loan and a $250
      million construction loan on two major Manhattan office
      buildings, and a $130 million construction loan on a large
      Manhattan condominium project

                         About the Firm
  
Gibson, Dunn & Crutcher LLP is a leading international law firm.  
Consistently ranking among the world's top law firms in industry
surveys and major publications, Gibson Dunn is distinctively
positioned in today's global marketplace with more than 800
lawyers and 13 offices, including Los Angeles, New York,
Washington, D.C., San Francisco, Palo Alto, London, Paris, Munich,
Brussels, Orange County, Century City, Dallas and Denver.

                          *********

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.

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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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