TCR_Public/050131.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

         Monday, January 31, 2005, Vol. 9, No. 25

                          Headlines

ACCEPTANCE INSURANCE: Taps Sutherland as Litigation Counsel
ADELPHIA COMMS: Bankr. Court Approves Devcon's Starpoint Purchase
ADMIRAL CBO: S&P Affirms B- Rating on $47.5MM Class A-2 Notes
ALLEGHENY ENERGY: Two Subsidiaries Halt SEC Filings
AMERICAN BUSINESS: Noteholders File Suit Over False Statements

AMERICAN COMMERCIAL: S&P Puts B- Rating on $200MM Sr. Unsec. Notes
AVAYA INC: Improved Biz Profile Cues S&P to Up Credit Rating to BB
BEDS DIRECT INC: Case Summary & 20 Largest Unsecured Creditors
BEVERLY HILLS: Says Formation Capital's Actions are Disappointing
BOUNDLESS CORP: Disclosure Statement Hearing Set for March 1

CELESTICA INC: Incurs $810 Million Net Loss in Fourth Quarter
CINCINNATI BELL: S&P Rates Proposed $250M Credit Facility at BB-
CLEARLY CANADIAN: Starts Selling Products in 300 Albertsons Stores
CONSTRUX CONSTRUCTION: Voluntary Chapter 11 Case Summary
CORROSION CONTROL SYSTEM: Voluntary Chapter 11 Case Summary

CREDIT SUISSE: Fitch Puts a Double-B on Class B-2 Series 2003-4
DELTA AIR: Board Sets Annual Stockholders' Meeting for May 19
ELECTRO MOTOR INC: Case Summary & Largest Unsecured Creditor
EES COKE: S&P Places BB Sr. Sec. Rating on CreditWatch Positive
E*TRADE FINANCIAL: Commencing Exchange Offer for 8% Senior Notes

FEDERAL-MOGUL: Expands China Business with Qingdao Facility
FIRST VIRTUAL: Gets Interim Nod on $2 Mil DIP Financing Facility
FRIEDMAN'S: Taps Jefferies & Co. as Investment Banker
GENERAL MARITIME: S&P Places Low-B Ratings on CreditWatch Negative
GSAMP TRUST: Moody's Puts Ba1 Rating on $4.38M Class B-4 Certs.

HAWAIIAN AIRINES: IAM Objects to Trustee's Second Amended Plan
HAWKEYE RENEWABLES: S&P Puts B Ratings on $185M Sr. Sec. Facility
HEALTHEAST CARE: Financial Performance Cues Moody's to Up Ratings
HEALTH CARE: Fitch Assigns BB Ratings on $500MM & $450MM Debts
HEXCEL CORP: S&P Rates Proposed $200M Senior Sub. Notes at B-

HISTATEK INC: Voluntary Chapter 11 Case Summary
HOLLINGER INC: Adopts Rigorous Governance Policies
HOLLINGER INTL: Declares $273 Million Special Dividend
HOLLINGER INTL: G. A. Paris Elected as Chairman, CEO & President
HOLLINGER INTL: Re-Evaluating Shareholder Rights Plan

iBEAM BROADCASTING: Court Closes Chapter 11 Case
INTERACTIVE BRAND: Completes 100% Media Billing Acquisition
INTERSTATE BAKERIES: SEC Probes Workers' Compensation Reserves
INTERSTATE BAKERIES: Walks Away From 19 Real Property Leases
INTERSTATE BAKERIES: Wants to Pursue Class Action Settlement

KAISER ALUMINUM: Exclusive Period Extended to April 30
KAISER ALUMINUM: Inks Term Sheet Resolving Asbestos Tort Claims
LAIDLAW INTERNATIONAL: Posts Fiscal-Year 2004 Segment Revenues
LAIDLAW INT'L: Review of First Full Year of Operations
MASONITE INTL: Eminence Capital Opposes Stile Acquisition Buy-Out

MEDIACOM LLC: S&P Assigns BB- Rating to $1.15BB Sr. Sec. Facility
MERRILL LYNCH: S&P Junks Class J Certificates
METRIS: Fitch Rates 2004-2 Class D Secured Notes at 'BB+'
MORGAN STANLEY: Fitch Assigns Low-B Ratings on 6 Mortgage Certs.
NATIONAL BEDDING: Moody's Puts Ba3 Rating on $300M Credit Facility

NATIONAL CONSTRUCTION: Posts C$800,000 Net Income in 3rd Quarter
NORTEL NETWORKS: Names New CFO & Appoints Interim Controller
NORTEL NETWORKS: S&P Holds B- Rating on Certificate Series 2001-1
OCWEN HOME: Fitch Holds Junk Ratings on 2 Mortgage Certificates
OMNOVA SOLUTIONS: Fitch Affirms Low-B Ratings on Two Sr. Debts

PACIFIC RIM: Selling Andacollo Asset for $5 Million
PARK AVENUE PROPERTIES: Voluntary Chapter 11 Case Summary
PASEO VERDE VILLAGE: Case Summary & 4 Largest Unsecured Creditors
PENN TRAFFIC: Bankruptcy Court Approves Disclosure Statement
PIONEER NATURAL: Establishes New $300M Share Repurchase Program

PIONEER NATURAL: Marcelo D. Guiscardo Heads Argentina Operations
QUANTEGY INC: Gets Interim OK to Use Lenders' Cash Collateral
RELIANCE GROUP: Gets Court Nod to Hire Deloitte Tax as Advisor
SALOMON BROTHERS: Moody's Junks Class M & N Certificates
SCOTIA PACIFIC: S&P Places Ratings on CreditWatch Negative

SOUTH BRUNSWICK: Committee Wants Poyner & Spruill as Counsel
SOUTHERN MICRO: Case Summary & 20 Largest Unsecured Creditors
STARWOOD HOTELS: S&P Affirms BB Corp. Credit Rating After Review
STELCO INC: Seventeenth Monitor Report Filed
TEXEN OIL: Inks Pact with Durango for Study in Helen Gohlke Field

TIMES SQUARE: S&P Revises Outlook on Low-B Ratings to Stable
UAL CORP: Amends AMB Codina Transfer Pact to Settle Dispute
UAL CORP: Mechanics Reject Concessions & Call for Strike
WAVEFRONT ENERGY: Provides Updates on Halliburton Collaboration
YMHI INC: Case Summary & 18 Largest Unsecured Creditors

* BOND PRICING: For the week of January 31 - February 4, 2005

                          *********

ACCEPTANCE INSURANCE: Taps Sutherland as Litigation Counsel
-----------------------------------------------------------
Acceptance Insurance Companies, Inc., asks the U.S. Bankruptcy
Court for the District of Nebraska to retain Sutherland, Asbil &
Brennan as special litigation counsel.  The Debtor has a cause of
action against the United States of America pending in the United
States Court of Federal Claims (Case No. 1:03-cv-02794, filed Dec.
9, 2003)(Hodges, J.).  Acceptance Insurance complains that the
Government took some of its property illegally.  The Company's
complaint has survived motions by the United States to dismiss for
lack of subject matter jurisdiction and for failure to state a
claim upon which relief could be granted in August 2004.  Judge
Hodges has ordered that discovery be completed by Sept. 15, 2005.  

In connection with the case, Sutherland Asbil will:

     a) negotiate with representatives of the government
        involved in the Takings Claim, and advise and consult on
        the conduct of the case involving the Takings Claim;

     b) prepare on the Debtor's behalf all motions,
        applications, orders, reports, and papers necessary to
        the prosecution of the Takings Claim;

     c) appear before the United States Court of Federal Claims
        and any appellate courts, and protect the interests of
        the Debtor's estate; and

     d) perform all other necessary legal services and provide
        all other necessary legal advice to the Debtor in
        connection with the Takings Claim.

Lewis S. Wiener, Esq., a partner at Sutherland Asbill, discloses
the billing rates of professionals at his Firm:

             Designation           Rate
             -----------           ----

          Partners/Of Counsel   $340 - $750
          Associates             200 -  400
          Legal Assistants       110 -  270

To the best of the Debtor's knowledge, Sutherland Asbil 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.


ADELPHIA COMMS: Bankr. Court Approves Devcon's Starpoint Purchase
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
issued an order approving the asset purchase agreement between
Devcon Security Services Corp., a wholly owned subsidiary of
Devcon International Corp. (Nasdaq: DEVC), Adelphia Communications
Corporation (OTC Pink Sheets: ADELQ) and certain of Adelphia's
affiliates to purchase certain net assets of Adelphia's electronic
security services operation, Starpoint Limited Partnership.  The
transaction is subject to satisfaction of certain approvals and
other closing conditions and is expected to close on or before
Feb. 28, 2005.

Devcon has appointed Ron G. Lakey as its Chief Financial Officer,
who will be working closely with Devcon's senior management team
to develop short- and long-term strategic plans to meet the growth
and profitability objectives of Devcon while overseeing the areas
of taxes, audit and financial reporting, treasury, cash-management
and information technology.

Devcon's Chairman and CEO Donald L. Smith, Jr., said, "Mr. Lakey,
an accomplished executive, brings with him years of experience in
both the electronic security services and construction industries.  
Mr. Lakey is the ideal person to step into the CFO's role and help
guide our company as we continue the expansion of our
construction, security and utility divisions."

Mr. Lakey, from July 1987 to August 1997, served in various
financial and operational positions for various ADT Limited
subsidiaries, including chief operating officer for its operations
in Canada and 11 European countries.  In August 1997, he left ADT
in conjunction with the merger of ADT and Tyco International, Inc.  
Prior to ADT, from January 1984 to July 1987, Mr. Lakey was the
chief financial officer of Crime Control, Inc., a Nasdaq-listed
electronic security services company.  Prior to entering the
electronic security services industry, Mr. Lakey served as vice
president and controller of construction and development for
Oxford Development, one of the largest multi-family housing
developers in the United States.  Most recently, he served on the
board of directors and as chief financial officer of Alice Ink,
Inc., a privately held consumer products company from February
2004 until accepting this position with Devcon.

Mr. Lakey passed the CPA examination and graduated from the
Indiana University School of Business in 1975.

                          About Devcon
  
Devcon has three operating divisions and an operating joint
venture. The new Security Services Division provides electronic
security services to commercial and residential customers in
selected Florida markets. The Construction Division dredges
harbors, builds marine facilities, constructs golf courses and
prepares residential, commercial and industrial sites, primarily
in the Bahamas and the eastern Caribbean. The Materials Division
produces and distributes crushed stone, ready-mix concrete and
concrete block in the eastern Caribbean with principal operations
on St. Croix and St. Thomas in the U.S. Virgin Islands, on St.
Maarten in the Netherlands Antilles, on St. Martin in the French
West Indies, on Puerto Rico, and on Antigua in the independent
nation of Antigua and Barbuda. DevMat, an 80-percent-owned joint
venture, was formed in 2003 to build, own and operate fresh water,
waste water treatment and power systems.

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country. Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks. The Company and its more than
200 affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002. Those cases are jointly
administered under case number 02-41729. Willkie Farr & Gallagher
represents the ACOM Debtors.


ADMIRAL CBO: S&P Affirms B- Rating on $47.5MM Class A-2 Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its rating on the class
A-1 notes issued by Admiral CBO (Cayman) Ltd., an arbitrage CBO
transaction managed by Delaware Investment Advisors, on
CreditWatch with positive implications.  At the same time, the
rating assigned to the class A-2 notes from the same transaction
is affirmed, based on the level of overcollateralization available
to support the class A-2 notes.

The CreditWatch placement reflects factors that have positively
affected the credit enhancement available to support the rated
notes since the last rating action in June 2004.  These factors
include paydowns on the class A-1 liabilities.  According to the
most recent trustee report available, dated Dec. 31, 2004, the
class A overcollateralization test ratio was 103.35%, largely
unchanged since the date of the June action when the ratio was
reported at 103.57%.  Calculating an oovercollateralization ratio
for class A-1 only, however, reveals an increase of nearly 2,000
basis points since the June rating action, to 170.41% from
150.88%.  The transaction has redeemed approximately
$30.766 million in class A-1 notes since the June rating action.

Standard & Poor's will be reviewing the results of current cash
flow runs generated for Admiral CBO (Cayman) Ltd. to determine the
level of future defaults the rated class can withstand under
various stressed default timing and interest rate scenarios while
still paying all of the interest and principal due on the notes.   
The results of these cash flow runs will be compared with the
projected default performance of the performing assets in the
collateral pool to determine whether the rating currently assigned
to the notes remain consistent with the credit enhancement
available.
   
             Rating Placed on CreditWatch Positive
                   Admiral CBO (Cayman) Ltd.
   
                    Rating
      Class   To               From      Balance ($ mil.)
      -----   --               ----      ----------------
      A-1     AA/Watch Pos     AA                 73.206
   
                        Rating Affirmed
                       Admiral CBO I Ltd.
   
              Class   Rating      Balance ($ mil.)
              -----   ------      ----------------
              A-2     B-                   47.500
   
                    Transaction Information

Issuer:                 Admiral CBO (Cayman) Ltd.
Co-issuer:              Admiral CBO (Delaware) Inc.
Manager:                Delaware Investment Advisors
Underwriter:            Deutsche Bank Securities Inc.
Trustee:                JPMorganChase Bank N.A.
Transaction type:       Arbitrage corporate high-yield CBO


ALLEGHENY ENERGY: Two Subsidiaries Halt SEC Filings
---------------------------------------------------
Allegheny Energy, Inc. (NYSE:AYE) disclosed that two of its
subsidiaries will suspend filing certain reports with the
Securities and Exchange Commission, consistent with federal
securities law.

The subsidiaries, Allegheny Energy Supply Company, LLC, and West
Penn Power Company, are eligible to suspend their reporting
obligations under the Securities Exchange Act of 1934 because each
has fewer than 300 holders of record of any class of its
securities.  Both companies filed a Form 15 with the Securities
and Exchange Commission to suspend their reporting obligations
under the Act.

"We're always looking for ways to reduce costs and streamline
operations," said Jeffrey Serkes, Senior Vice President and Chief
Financial Officer of Allegheny Energy.  "We have determined that
it is not cost-effective to maintain SEC-registered status for
Allegheny Energy Supply and West Penn.  Nevertheless, we are
committed to providing public financial information about both
companies."

The company intends to post quarterly financial statements, annual
audited financial statements and accompanying notes to the
financial statements for Allegheny Energy Supply and West Penn on
the company's website at http://www.alleghenyenergy.com/

                        About the Company

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

                          *     *     *

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


AMERICAN BUSINESS: Noteholders File Suit Over False Statements
--------------------------------------------------------------
Class actions have recently been filed in the United States
District Court for the Eastern District of Pennsylvania against
American Business Financial Services, Inc., and/or certain of its
officers and directors.  These lawsuits seek damages for false and
misleading statements of material fact made in registration
statements filed with the Securities and Exchange Commission and
disseminated directly to investors in prospectuses.  These
material false and misleading statements, made in violation of the
Securities Act of 1933, concerned the sale of subordinated money
market notes, subordinated debt securities and subordinated
debentures.  The Company's common stock trades on the NASDAQ
National Market under the ticker symbol ABFIQ.  These most recent
class actions do not include holders of ABFI common stock.

If you hold ABFI Notes, you are aware that in late 2004, ABFI
stopped paying principal or interest on ABFI Notes and stopped
honoring checks written on ABFI money market accounts.  
On Jan. 21, 2005, ABFI declared bankruptcy.

If you purchased ABFI Notes during the period Jan. 27, 2000
through Jan. 21, 2005, you may have lost money as a result of the
alleged violations of the federal securities laws.  Further, you
may have certain rights related to ABFI's bankruptcy
reorganization.  The law firm of Jacob A. Goldberg, Esq. LLC
stands ready to assist you in asserting and protecting your legal
rights.  If you have any questions regarding your legal rights
either in the securities class actions or with regard to ABFI's
bankruptcy you may contact Jacob Goldberg for a consultation at no
cost to you at:

         Toll Free: (888) 891-2289
                 or (215) 782-8235
               Fax: (215) 782-8236
                     P.O. Box 30132
                     Elkins Park, PA 19027
             E-mail:jacobagoldberg@comcast.net

Headquartered in Philadelphia, Pennsylvania, 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.  The Company,
along with four of its subsidiaries, filed for chapter 11
protection on Jan. 21, 2005 (Bankr. D. Del. Case No. 05-10203).
Bonnie Glantz Fatell, Esq., at Blank Rome LLP represents the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed $1,083,396,000 in
total assets and $1,071,537,000 in total debts.


AMERICAN COMMERCIAL: S&P Puts B- Rating on $200MM Sr. Unsec. Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to American Commercial Lines, Inc., and a 'B-'
rating to American Commercial Lines LLC's $200 million senior
unsecured notes due 2015 being issued under Rule 144A.  American
Commercial Lines LLC is a wholly owned subsidiary of American
Commercial Lines Inc., which guarantees the debt.  The outlook is
stable.  The Jeffersonville, Indiana-based barge company has about
$500 million of lease-adjusted debt.

"Ratings reflect ACL's highly leveraged capital structure, capital
intensity, and vulnerability to competitive and cyclical end
markets," said Standard & Poor's credit analyst Lisa Jenkins.
Offsetting these challenges to some extent is the company's
prominent market position in the fragmented barge industry and a
fairly positive near-term industry outlook.  ACL emerged from
Chapter 11 bankruptcy protection in mid-January 2005.  The company
was forced to file bankruptcy in January 2003 as a result of an
onerous debt burden that made the company extremely vulnerable to
industry challenges, and a history of rapid growth that strained
company resources.

ACL has taken a number of steps to better position itself to deal
with the pricing and profitability pressures that periodically
occur in this industry due to supply and demand imbalances.  It
has rejected uneconomical leases, renegotiated terms on other
leases, and scrapped certain vessels.  In addition, the company
has reduced headcount and implemented a strategy to improve
operating efficiency and profitability through an increased
emphasis on the more profitable liquid cargo side of its business
and through improved traffic density.  Favorable industry dynamics
over the next few years should aid the company's efforts to
improve operating performance.  Over the near to intermediate
term, demand and supply are expected to remain fairly well
balanced due to greater industry discipline (in part a result of
industry consolidation over the past 10 years), increased
scrapping of vessels, higher costs of replacement vessels, limited
shipyard capacity, and robust demand.

Ratings assume that initiatives to improve operating performance
will enable the company to generate sufficient earnings and cash
flow to improve credit protection measures somewhat over the next
two years while making necessary and appropriate investments in
the business.  However, the improvement is not expected to be
sufficient to warrant an upgrade.  At the same time, a favorable
industry outlook and adequate liquidity provide some cushion
against a downgrade.


AVAYA INC: Improved Biz Profile Cues S&P to Up Credit Rating to BB
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Basking Ridge, New Jersey-based Avaya, Inc., to 'BB'
from 'B+'.

"The rating upgrade reflects an improved business profile,
characterized by a better market environment for enterprise
telephony products, greater geographic and product coverage, and a
leaner cost structure, along with a stronger financial profile,
including improved profitability, sharp reductions in funded debt
and an improved liquidity position," said Standard & Poor's credit
analyst Joshua Davis. The outlook is revised to stable.

Avaya, Inc., is a leading global supplier of enterprise telephony
equipment, applications and services.  The company had $368
million of funded debt outstanding as of Dec. 31, 2004.

The ratings on Avaya reflect the company's leading position in the
recovering, but highly competitive, enterprise telephony market,
which will experience a major technology transition over the next
several years.  This is partly offset by improvements in operating
performance, liquidity and leverage.  The enterprise telephony
market continues to recover, registering single-digit growth in
2004 and 2003 following a multiyear downturn that bottomed in
2002.  The accelerating transition to IP-based voice equipment and
applications is combining with somewhat stronger economic
conditions to spur customers to upgrade and invest.  While
industry sales of IP-based systems are expected to grow at rapid
rates over the next several years, overall telephony revenue
growth will be more modest (in the mid-single digits annually), as
declining sales of traditional circuit-switched gear offset growth
in IP-based equipment.


BEDS DIRECT INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Beds Direct, Inc.
        dba Mattress Manufacturing
        4720 West Van Buren
        Phoenix, Arizona 85043

Bankruptcy Case No.: 05-01233

Type of Business: The Debtor operates a mattress store.

Chapter 11 Petition Date: January 27, 2005

Court: District of Arizona (Phoenix)

Judge: Eileen W. Hollowell

Debtor's Counsel: Steven M. Brechner, Esq.
                  Arboleda Brechner
                  4545 East Shea Boulevard, #120
                  Phoenix, AZ 85028
                  Tel: 602-953-2400
                  Fax: 602-482-4068

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Serta Corp.                                             $225,000
P.O. Box 98319
Chicago, IL 60693

Spring Air Mattress                                     $160,000
4410 W. Jefferson
Phoenix, AZ 85005

Qwest Dex                                               $105,000
3190 S. Vaughn Way
Aurora, CO 80014

DDRA Community Centers        Commercial Real            $52,000
                              Estate Lease

Quality Bedding                                          $37,000

Kin Roll, Inc.                                           $30,000

Campbell Hightower & Ada                                 $24,000

Verizon Yellow Pages                                     $24,000

Advantage Bank Corp.          Line of Credit             $23,000

Dunn & Bradstreet             Services                   $20,000

Joseph Brown                  Loan                       $20,000

Craig Zirbel                                             $12,000

Goldstar Mattress Co.                                    $11,000

Lee Embley                                               $10,000

Tribune                                                  $10,000

Mountain West                                            $10,000

Lambros                                                   $5,000

Republic Newspaper                                        $5,000

Dell Commercial Credit        Equipment                   $2,360

Allegro Furniture                                         $1,700


BEVERLY HILLS: Says Formation Capital's Actions are Disappointing
-----------------------------------------------------------------
Beverly Enterprises, Inc. (NYSE: BEV) issued the following letter
in response to the 13-D/A Filing by the Formation Capital group:

   Mr. Arnold M. Whitman   
   Chief Executive Officer      
   Formation Capital, LLC   
   1035 Powers Place   
   Alpharetta, Georgia 30004   
   
   Dear Arnie:   
   
   In light of our prior business relationship and your repeated   
   assurances to me that your investor group wanted to work with    
   us in a constructive and confidential manner regarding your
   interest in Beverly, I am perplexed by the letter our general
   counsel received today from your outside attorney. I also am
   disappointed by the hostile actions your group has taken - even    
   before our Board of Directors has had a chance to review your
   most recent letter.  The fact is, our Board was and is moving
   forward to evaluate your expressions of interest in a timely
   manner and would have completed that review long ago had it not
   been for the disorganized timing of your group's communications
   to us.   
   
   The letter we received from your outside lawyer today is simply
   a gross misrepresentation of the facts. Perhaps he was unaware
   of the actual timeline of events, including my most recent
   letter of January 25 to you noting that the Board is reviewing
   your most recent expression of interest consistent with its
   fiduciary duties.  You and I know the facts and chronology,
   which I summarize below to set the record straight for others.   

   Your first letter, dated December 22, 2004, did not arrive
   until two days after Christmas, December 27. Although this
   obviously was a difficult time of the year to convene a Board
   meeting, I promptly forwarded your letter to the entire Board
   and convened an initial Board meeting on December 30. Following
   that meeting, we retained outside legal and financial advisors
   to assist the Board in fully and dutifully evaluating your
   letter.   
   
   In my response of January 5, 2005, to your initial letter and
   our subsequent telephone conversations, I clearly stated that
   -- consistent with its fiduciary obligations and acting in good
   faith -- the BEI Board of Directors would meet to carefully
   consider your group's expression of interest in an acquisition.
   Indeed, I told you, Arnie, that we would consider Formation's
   letter at a special meeting of the Board to be held in late
   January.   
   
   Over a week before that Board meeting, you told me in a
   telephone conversation that you might like to provide further
   information for our Board to consider. As you know, I urged you
   to provide that information quickly - early in the week of
   January 17 -- so the Board could fully consider all aspects of
   your expression of interest.    
   
   Instead of providing the information prior to the Board meeting
   as I had recommended, your group sent a second letter, dated
   January 19, 2005, which I received Friday afternoon,
   January 21, after returning from the Board meeting. This letter
   proposed yet a more complex structure for the acquisition of
   Beverly.   
   
   The tardiness of your second letter - which certainly could
   have been faxed to me before our Board Meeting - precluded our    
   Board from considering your revised proposal at its January 21
   meeting. This necessitated an entirely new round of reviews by
   the Board and its outside legal and financial advisors, taking
   into account the changed nature of your group's expression of
   interest. I told you this in my letter of January 24, 2005,
   when we committed to a response by February 4, following
   another meeting of our Board.   
   
   I think you would agree that this is an accurate account of the   
   sequence of events - a sequence you have made unnecessarily   
   complicated by the timing of your communications. Let me now    
   raise another concern.     
   
   Both of your group's letters professed a desire for a friendly
   transaction and specifically requested that we treat this
   matter with full confidentiality, a request that we honored. We
   are disappointed by your group's inexplicably duplicitous
   behavior in making public its interest in acquiring BEI in a
   filing with the SEC on January 24, 2005 -- without even waiting
   for a considered response from our Board.  Importantly, this
   public filing was triggered by your group's quiet accumulation
   of our shares in the open market beyond 5 percent -- to the
   probable disadvantage of the sellers of those shares -- even as
   your group continued to indicate that it was acting in good
   faith with us. In fact, based upon the aggressive buying
   patterns described in your filing, you knew on January 14 that
   you would be forced to make public disclosure of your
   proposals. Yet your January 19 letter expresses a desire to
   keep the whole thing quiet.   
   
   A reasonable conclusion from this chain of events is that you
   were deliberately withholding the fact that you were engaged in
   massive stock purchases to take advantage of shareholders in
   the market. It is your group's actions that have forced us to
   adopt a Shareholder Rights Plan to protect our shareholders
   from the obvious threat of additional stock accumulation by
   your group.  Finally, our Board must carefully review any
   expression of interest within the context of a company that has
   clearly hit its stride, has strong momentum behind its
   performance and whose future prospects are bright.   
   
   Central to the review process is how the various values
   suggested in your letters compare with the Board's views of the
   future value that can be reasonably generated over the longer
   term for shareholders, based on our strategic plan and growth
   initiatives.  Over the past several years, the Board and
   management of Beverly Enterprises have:   
   
   -- Turned around the company's operating and financial   
      performance;   
   
   -- Dramatically strengthened the company's balance sheet and   
      improved its financial position; and   
   
   -- Taken several steps towards building BEI into a   
      diversified eldercare services company, with ancillary   
      businesses in the high-growth, high-margin areas of   
      healthcare services.   
   
   In particular, we are proud of our achievements in patient
   care, as the value and growth prospects of companies in our
   sector are fundamentally dependent on the quality of care they
   provide. From innovative clinical products like our specialized    
   Alzheimer's Care units to continuing improvements in quality,
   we believe these operating achievements are a valuable
   complement to our stronger financial position.   
   
   In short, Beverly Enterprises today is well-positioned for
   further success in delivering greater value to shareholders,
   and we are building on our leadership across a vitally
   important industry. For our Board members, the question
   becomes, who is going to be the primary beneficiary of this
   progress?   
   
   It is on this basis - the best interests of our shareholders -   
   that the Board is reviewing your group's expressions of
   interest in acquiring Beverly. Your failure to deal candidly
   with us, your clearly hostile and secret acquisition of shares,
   your disorganized communications and your unjustified
   impatience are counterproductive to this process - and hardly
   designed to create a setting for the constructive negotiations
   you purportedly desire.   
   
         William R. Floyd   
         Chairman, President and   
         Chief Executive Officer   
         Beverly Enterprises, Inc.   
   
                        About the Company

Beverly Enterprises, Inc. and its operating subsidiaries are
leading providers of healthcare services to the elderly in the
United States. BEI, through its subsidiaries, currently operates
351 skilled nursing facilities, as well as 18 assisted living
centers, and 53 hospice and home health centers. Through Aegis
Therapies, BEI also offers rehabilitative services on a contract
basis to facilities operated by other care providers.   

                          *     *     *

Beverly Enterprises' 9-5/8% Senior Notes Due 2009 currently carry
Moody's B1 Rating, Standard & Poor's B+ Rating, and Fitch's BB-
Rating.


BOUNDLESS CORP: Disclosure Statement Hearing Set for March 1
------------------------------------------------------------          
The Honorable Dorothy Eisenberg of the U.S. Bankruptcy Court for
the Eastern District of New York will convene a hearing at 10:00
a.m., on March 1, 2005, to consider the adequacy of the Third
Amended Disclosure Statement explaining the Third Amended Joint
Plan of Reorganization filed by Boundless Corporation and its
debtor-affiliates.

Under the Joint Plan, all distributions to be made to holders of
Allowed Claims, whether through the issuance of its capital stock
or payment of monies, will be made by the Debtors, Vision
Technologies, Inc., or by Oscar Smith, the President of Vision
Technologies.

Payments and Distributions to be made by the Debtors to Claimants
under the Plan will consist of cash or new issue of Boundless
Common Stock of the Reorganized Debtors.  Any cash to be disbursed
will be distributed only by the Debtors, while Boundless Common
Stock will be distributed directly by the Debtors or their
transfer agent.

The Plan groups claims and interests into nine classes, with
unimpaired claims consisting of:

   a) Allowed Administrative Claims to be paid 100% of their
      claims on the Effective Date;

   b) the Secured Valtee Claims will be paid in full over a period
      of 30 to 34 months subsequent to the Effective Date;

   c) the Secured Vision Claims will be paid 100% of their claims
      with shares of Boundless Common Stock;

   d) the partially Secured Norstan Claim will be paid with 72
      monthly payments of $5,000 beginning on the Effective Date;
      and

   e) Allowed Priority Claims and Allowed Priority Tax Claims will
      be paid 100% of their claims in Cash on the Effective Date.

Impaired claims consisting of:

   a) Allowed Unsecured Claims will receive their Pro Rata share
      of cash payments equal to 2% of the annual revenues from the
      sale of the text terminals reaching $7 million, but if the
      sale exceeds $7 million, they will receive 4% of the annual
      revenues; and

   b) Holders of Mandatorily Redeemable Preferred Stock and
      Holders of Existing Stock will not receive any cash or
      property under the Plan and their stock will be cancelled on
      the Record Date.

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

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

Headquartered in Hauppauge, New York, Boundless Corp., is a global
technology company and is composed of two subsidiaries: Boundless
Technologies, Inc., a desktop display products company, and
Boundless Manufacturing Services, Inc., an emerging EMS
company providing build-to-order(BTO) systems manufacturing,
printed circuit board assembly.  The Company and its debtor-
affiliates filed for chapter 11 protection on March 12, 2003
(Bankr. E.D.N.Y. Case No. 03-81558).  Jeffrey A Wurst, Esq., at
Ruskin Moscou Faltischek PC, represents the Debtors in their
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $19,442,850 and total
debts of $19,417,517.


CELESTICA INC: Incurs $810 Million Net Loss in Fourth Quarter
-------------------------------------------------------------
Celestica, Inc. (NYSE, TSX: CLS), reported financial results for
the fourth quarter ended December 31, 2004.

Revenue was $2,333 million, up 22% from $1,915 million in the
fourth quarter of 2003 and up 7% sequentially from the September
quarter.  Net loss on a GAAP basis for the fourth quarter was
($810) million or ($3.59) per share, associated primarily with
non-cash write-downs of goodwill, long-lived assets, deferred tax
assets and charges related to an increased allowance for doubtful
accounts associated with one of its customers.  These results
compare to a GAAP net loss for the fourth quarter of 2003 of
($168) million or ($0.80) per share.

Adjusted net earnings for the quarter were $43.2 million or $0
.19 per share.  Adjusted net earnings (loss) is defined as net
earnings (loss) before amortization of intangible assets, gains or
losses on the repurchase of shares and debt, integration costs
related to acquisitions, option expense and other charges, net of
tax, significant deferred tax write-offs.  In the quarter, the
company has also excluded in computing adjusted net earnings, a
$161 million charge to increase its allowance for doubtful
accounts and related inventory provisions with respect to a
specific customer.

For the same period last year, the company reported a loss of
($8.0) million or ($0.04) per share.  These results compare with
the company's guidance for the fourth quarter, announced on
October 21, 2004, of revenue of $2.075 to $2.325 billion and
adjusted net earnings per share of $0.12 to $0.20.

For fiscal 2004, revenue increased 31% to $8,840 million compared
to $6,735 million for the same period in 2003.  Net loss on a GAAP
basis was ($854) million or ($3.85) per share compared to a net
loss of ($267) million or ($1.23) per share last year.  Adjusted
net earnings for the year were $95.8 million or $0.43 per share
compared to an adjusted net loss of ($24) million or a loss of
($0.11) per share for the same period in 2003.

"Although we are very disappointed with the charges taken in the
quarter, we were pleased to see that the fourth quarter delivered
solid revenue growth and continued expansion of operating
margins," said Steve Delaney, CEO, Celestica.  "Over the past few
quarters, we have been focused on executing our restructuring
plans while meeting our customers' needs, and I am encouraged with
the progress we have made.  Our revenue has shown solid growth;
operating margins have shown steady improvement; we are building a
vibrant lean manufacturing culture; and we have improved our
operations footprint and cost profile.  All these factors have
contributed to our improved operating results."

"While we have substantially strengthened our operations, further
improvement is needed.  We have spent the past nine months
carefully reviewing the business and assessing our operating
footprint and, as a result, we have made the decision to further
consolidate operations, largely in the higher cost geographies.  
This initiative will allow us to reduce underutilized assets
throughout our organization.  In the future, we believe we can
generate satisfactory returns while providing our customers with
exceptional service."

                     Fourth Quarter Charges

The following highlights the charges the company recorded during
the fourth quarter that were excluded in the calculation of
adjusted net earnings.  Additional detail is also available below
in the footnotes to the unaudited interim financial statements.

   -- The company performed its annual goodwill and long-lived
      asset impairment tests in the fourth quarter, resulting in
      non-cash charges of $387 million.  The write-downs impacted
      the Americas and European regions.

   -- Based on the current demand environment and the level of
      profitability anticipated in certain geographies, the
      company is reducing the valuation of certain deferred tax
      assets by $248 million.

   -- During the quarter, the financial condition of one of the
      company's customers significantly deteriorated, resulting in
      uncertainty over the recoverability of certain receivables
      and inventory.  As a result, the company recorded a charge
      of $161 million to increase its allowance for doubtful
      accounts and reduce the net realizable value of inventories.

   -- The company recorded restructuring charges of $45 million
      associated with previously announced actions.

                            Outlook

For the first quarter ending March 31, 2005, the company
anticipates revenue to be in the range of $2.0 billion to
$2.225 billion and adjusted earnings per share ranging from $0.10
to $0.18.  Revenue guidance reflects normal seasonality for the
period, while adjusted net earnings continue to realize the
benefits of operational efficiencies and additional cost savings
from restructuring activities.

To improve capacity utilization in a more cautious end-market
growth environment, the company plans to further restructure its
operations and expects to incur additional restructuring charges
in the range of $225 to $275 million during 2005.  The
restructuring will include some plant closures and a 10-15%
reduction of the company's global workforce (approximately 5,500
employees) over the next 15 months.

Celestica, Inc. -- http://www.celestica.com/-- is a world leader  
in the delivery of innovative electronics manufacturing services
-- EMS.  Celestica operates a highly sophisticated global
manufacturing network with operations in Asia, Europe and the
Americas, providing a broad range of integrated services and
solutions to leading OEMs (original equipment manufacturers).  
Celestica's expertise in quality, technology and supply chain
management, enables the company to provide competitive advantage
to its customers by improving time-to-market, scalability and
manufacturing efficiency.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 14, 2004,
Moody's Investors Service placed the debt ratings of Celestica,
Inc., on review for possible downgrade.

   * $500 million 7.875% senior subordinate notes, due 2011, rated
     Ba3;

   * $335 million (accreted value) subordinate, zero coupon liquid
     yield option notes (LYONS) yielding 3-3/4% and due 2020,
     rated Ba3;

   * Universal shelf registration for unsecured senior or
     subordinated debt, and/or preferred stock rated (P)Ba3/(P)B1,
     respectively;

   * Senior implied rating of Ba2; and

   * Senior unsecured issuer rating of Ba3.


As reported in the Troubled Company Reporter on Sept. 20, 2004,
Standard and Poor's Ratings Services said it placed its long-term
corporate credit rating on Toronto, Ontario-based Celestica, Inc.,
on CreditWatch with negative implications based on revised
guidance and poor operating performance that has not met Standard
& Poor's expectations.

As reported in the Troubled Company Reporter on March 31, 2004,
Standard & Poor's Ratings Services lowered it long-term corporate
credit rating and unsecured debt on Celestica, Inc., to 'BB' from
'BB+'.  At the same time, Standard & Poor's lowered its
subordinated debt rating on the company to 'B+' from 'BB-'.  The
outlook is negative.  


CINCINNATI BELL: S&P Rates Proposed $250M Credit Facility at BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
diversified telecommunications carrier Cincinnati Bell Inc.'s
proposed $250 million revolving credit facility.  A recovery
rating of '1' also was assigned to the loan, indicating the
expectation for full recovery of principal in the event of a
payment default.

The revolver, coupled with an estimated $350 million in planned
new debt issuances, will be used to refinance about $450 million
of outstanding bank debt under an existing credit facility.

At the same time, Standard & Poor's placed the 'B+' rating on
CBI's $50 million secured notes (which are pari passu with the new
secured bank loan) on CreditWatch with positive implications.  The
CreditWatch placement is not related to an improvement in
creditworthiness.  Instead, it reflects that, with the
recapitalization, there will be a lower amount of secured debt at
CBI.  When the company refinances its existing bank loan, the
rating on these notes will be raised to 'BB-' with a recovery
rating of '1', the same level as the $250 million revolver.

All other ratings on CBI and subsidiary Cincinnati Bell Telephone
Co. -- CBT -- were affirmed, including the 'B+' corporate credit
rating.  The outlook is negative.  

At Sept. 30, 2004, the company had about $2.2 billion of total
debt outstanding and $129 million of cumulative convertible
preferred stock.

"The ratings reflect CBI's aggressive leverage, coupled with
prospects for increasing competition faced by both its incumbent
local exchange carrier -- ILEC, CBT, as well as its majority-owned
wireless subsidiary," said Standard & Poor's credit analyst
Catherine Cosentino.  "While management is taking steps to
mitigate threats to CBT, which provides the majority of
consolidated cash flow, cable telephony competition poses the
potential for both increased access line losses and pricing
pressure at the ILEC.  The wireless industry is expected to grow
in the foreseeable future, but competition from better-financed
competitors is intense, and CBI's recent wireless subscriber
losses are a concern.  The company's modest capital spending
needs, however, will enable it to continue to generate sizable
free cash flows, somewhat mitigating the aforementioned
challenges."


CLEARLY CANADIAN: Starts Selling Products in 300 Albertsons Stores
------------------------------------------------------------------
Clearly Canadian Beverage Corporation (TSX:CLV) (OTCBB:CCBC)
disclosed that Clearly Canadian sparkling flavoured water has
gained an authorization for sale at Albertsons, one of the world's
largest food and drug retailers.

Effective immediately, three flavours of Clearly Canadian
sparkling water have been authorized for sale at over 300
Albertsons stores located in southern California and Nevada.  
Effective immediately, Clearly Canadian's distributor, Seven UP/RC
Bottling Company, will begin distributing Blackberry, Cherry and
Strawberry Melon Clearly Canadian to Albertsons grocery stores in
the region.

"We attribute this major grocery chain listing with Albertsons to
Seven UP/RC Bottling Company's strong selling efforts for our
brand and to their well-established presence in this territory. We
expect that this listing will significantly increase the exposure
of Clearly Canadian to our consumers and should provide a solid
distribution base for our brand in the grocery store channel in
this key selling region," said Kevin Doran, Senior Vice President
of Marketing and Sales, Clearly Canadian Beverage Corporation.

                        About the Company

Based in Vancouver, British Columbia, Clearly Canadian Beverage
Corporation markets premium alternative beverages, including
Clearly Canadian(R) sparkling flavored water, Clearly Canadian
O+2(R) oxygen-enhanced water beverage and Tre Limone(R) sparkling
lemon drink which are distributed in the United States, Canada and
various other countries.  Additional information on Clearly
Canadian may be obtained on the World Wide Web at
http://www.clearly.ca/  

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


CONSTRUX CONSTRUCTION: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Lead Debtor: Construx Construction of Illinois, Inc.
             1700 East Clearlake Avenue
             Springfield, Illinois 62703

Bankruptcy Case No.: 05-70329

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Superior Walls of Central Illinois         05-70330
      St. Agnes Company, Inc.                    05-70331

Type of Business: The Debtor designs and builds commercial,
                  residential and industrial structures.
                  See http://www.construxofillinois.com/

Chapter 11 Petition Date: January 27, 2005

Court: Central District of Illinois (Springfield)

Judge: Larry Lessen

Debtor's Counsel: Francis J. Giganti, Esq.
                  8 South Old State Capitol Plaza
                  Springfield, IL 62701
                  Tel: 217-492-5113
                  Fax: 217-492-5129

                             Estimated Assets    Estimated Debts
                             ----------------    ---------------
Construx Construction of       $10 M to $50 M     $10 M to $50 M
Illinois, Inc.
Superior Walls of Central       $1 M to $10 M      $1 M to $10 M
Illinois
St. Agnes Company, Inc.         $1 M to $10 M      $1 M to $10 M

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


CORROSION CONTROL SYSTEM: Voluntary Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: Corrosion Control System, Inc.
        10478 Ridge Road
        Medina, New York 14103

Bankruptcy Case No.: 05-10587

Chapter 11 Petition Date: January 27, 2005

Court:  Western District of New York (Buffalo)

Judge:  Michael J. Kaplan

Debtor's Counsel: Diane R. Tiveron, Esq.
                  Hogan & Willig, PLLC
                  One John James Audubon Parkway, Suite 210
                  Amherst, New York 14228
                  Tel: (716) 636-7600

Total Assets:   $540,132

Total Debts:  $1,027,884

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


CREDIT SUISSE: Fitch Puts a Double-B on Class B-2 Series 2003-4
---------------------------------------------------------------
Fitch Ratings has taken rating actions on Credit Suisse First
Boston - CSFB -- Home Equity issues:

   CSFB home equity loan pass-through certificates, series 2000-
   HE1

       -- Class M-2 upgraded to 'AAA' from 'A'
       -- Class B affirmed at 'BBB-'

   CSFB mortgage-backed certificates, series 2001-HE8

       -- Class A-1 affirmed at 'AAA'
       -- Class M-1 upgraded to 'AAA' from 'AA'
       -- Class M-2 upgraded to 'AA' from 'A'
       -- Class B affirmed at 'BBB-'
  
   CSFB home equity asset trust, series 2002-3

       -- Class B-1 affirmed at 'BBB+'

   CSFB home equity asset trust, series 2002-4

       -- Class A-1 to A-3 affirmed at 'AAA'
       -- Class M-1 affirmed at 'AA'
       -- Class M-2 affirmed at 'A'
       -- Class B-1 affirmed at 'BBB+'

   CSFB home equity asset trust, series 2002-5

       -- Class A-1 to A-3 affirmed at 'AAA'
       -- Class M-1 affirmed at 'AA'
       -- Class M-2 affirmed at 'A'
       -- Class B-1 affirmed at 'BBB+'
       -- Class B-2 affirmed at 'BBB'

   CSFB home equity asset trust, series 2003-1

       -- Class A-1 to A-2 affirmed at 'AAA'
       -- Class M-1 affirmed at 'AA'
       -- Class M-2 affirmed at 'A+'
       -- Class M-3 affirmed at 'A'
       -- Class B-1 affirmed at 'BBB+'
       -- Class B-2 affirmed at 'BBB'
       -- Class B-3 affirmed at 'BBB-'

   CSFB home equity asset trust, series 2003-2

       -- Class A-1 to A-3 affirmed at 'AAA'
       -- Class M-1 affirmed at 'AA'
       -- Class M-2 affirmed at 'A+'
       -- Class M-3 affirmed at 'A'
       -- Class B-1 affirmed at 'BBB+'
       -- Class B-2 affirmed at 'BBB'

   CSFB home equity asset trust, series 2003-6

       -- Class A-1 to A-4 affirmed at 'AAA'
       -- Class M-1 affirmed at 'AA'
       -- Class M-2 affirmed at 'A'
       -- Class M-3 affirmed at 'A-'
       -- Class B-1 affirmed at 'BBB+'
       -- Class B-2 affirmed at 'BBB'
       -- Class B-3 affirmed at 'BBB-'

   CSFB home equity mortgage trust, series 2003-4

       -- Class A-1 to A-2 affirmed at 'AAA'
       -- Class M-1 affirmed at 'AA'
       -- Class M-2 affirmed at 'A'
       -- Class B-1 affirmed at 'BBB'
       -- Class B-2 affirmed at 'BB'

   CSFB home equity mortgage trust, series 2003-5

       -- Class A-1 and A-3 affirmed at 'AAA'
       -- Class M-1 affirmed at 'AA'
       -- Class M-2 affirmed at 'A'
       -- Class B affirmed at 'BBB'

   CSFB home equity mortgage trust, series 2003-6

       -- Class A-1 to A-3 affirmed at 'AAA'
       -- Class M-1 affirmed at 'AA'
       -- Class M-2 affirmed at 'A'
       -- Classes B-1 and B-2 affirmed at 'BBB'

The upgrades, affecting $65.9 million of outstanding certificates,
are being taken as a result of low delinquencies and losses, as
well as significantly increased credit support levels.  The
affirmations, affecting over $1.89 billion of certificates, are
due to stable collateral performance and moderate growth in credit
enhancement.  The pools are seasoned from a range of 15 to 49
months.  The pool factors (current principal balance as a
percentage of original) range from approximately 10% to 64%
outstanding.

Further information regarding current delinquency, loss and credit
enhancement statistics is available on the Fitch Ratings web site
at http://www.fitchratings.com/


DELTA AIR: Board Sets Annual Stockholders' Meeting for May 19
-------------------------------------------------------------
Delta Air Lines' (NYSE: DAL) Board of Directors said the Annual
Meeting of Shareowners will be held May 19, 2005, in Atlanta.  The
meeting will begin at 9:00 a.m. EDT at the Georgia International
Convention Center, 200 Convention Center Concourse, College Park,
Georgia.

The record date for determining shareowners entitled to notice of
and to vote at the annual meeting will be the close of business on
March 25, 2005.

                        About the Company

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

At Dec. 31, 2004, Delta Air's balance sheet showed a $5.8 billion
stockholders' deficit, compared to a $659 million deficit at
Dec. 31, 2003.


ELECTRO MOTOR INC: Case Summary & Largest Unsecured Creditor
------------------------------------------------------------
Debtor: Electro Motor, Inc.
        465 South Main Street
        Vidor, Texas 77662-5747

Bankruptcy Case No.: 05-10096

Type of Business: The Debtor specializes in electric motor repair
                  including three phase, single phase, and direct
                  current motor parts.  The Debtor also sells new
                  motors, motor controls, and phase converters.
                  See http://www.electromotor.com/

Chapter 11 Petition Date: January 26, 2005

Court:  Eastern District of Texas (Beaumont)

Judge:  Chief Judge Bill Parker

Debtor's Counsel: Frank J. Maida, Esq.
                  Maida Law Firm
                  4320 Calder Avenue
                  Beaumont, Texas 77706-4631
                  Tel: (409) 898-8200
                  Fax: (409) 898-8400

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

Estimated Debts:  $1 Million to $10 Million

Debtor's Largest Unsecured Creditor:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
Internal Revenue Service         Taxes                $2,500,000
Special Procedures Branch
Attn: Bankruptcy Section
M. Code 5024HOU
1919 Smith Street
Houston, Texas 77002
Tel: (409) 981-5720


EES COKE: S&P Places BB Sr. Sec. Rating on CreditWatch Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' rating on EES
Coke Battery LLC's series B $75 million ($29.8 million
outstanding) senior secured notes due 2007 on CreditWatch with
positive implications.  The CreditWatch placement follows Standard
& Poor's review of the effect of the proposed acquisition by
Mittal Steel Co. N.V. (BBB/Watch Pos/--), a new entity formed by
the December 2004 merger of Dutch-registered steel consortium
Ispat International N.V. of its sister company LNM Holdings N.V.,
of EES Coke's primary offtaker, International Steel Group Inc.
(ISG; BB/Watch Pos/--).

EES Coke has an agreement with ISG for a portion of coke
production in 2005 and 100% of production from 2006 to 2015.  The
contract will transfer to Mittal upon the merger.

"Based on the current condition of the project and the small
amount of debt outstanding, Standard & Poor's has concluded that
the rating will increase if ISG's rating is higher than 'BB',
following Mittal's acquisition of ISG, although this rating would
likely be capped at 'BBB-' due to other challenges that the
project faces beyond that of counterparty credit," noted Standard
& Poor's credit analyst Scott Taylor.  "The CreditWatch listing
will be resolved on completion of the merger, which is expected by
the end of the first-quarter 2005," he continued.


E*TRADE FINANCIAL: Commencing Exchange Offer for 8% Senior Notes
----------------------------------------------------------------
E*TRADE FINANCIAL Corporation (NYSE: ET) commenced an offer to
exchange up to $400,000,000 aggregate principal amount of its
registered 8% Senior Notes due 2011 for any and all of its
outstanding unregistered 8% Senior Notes due 2011.  The exchange
offer will expire at 5:00 PM, New York City time, on
Feb. 25, 2005, unless extended or terminated.  

E*TRADE FINANCIAL will settle the exchange offer on the third
business day following the expiration date or as soon as
practicable thereafter.  Tenders of Old Notes may be withdrawn at
any time on or prior to the expiration date.

The New Notes are substantially identical to the Old Notes, except
that the New Notes have been registered under the Securities Act
of 1933, as amended, and will not bear any legend restricting
their transfer.

The terms of the exchange offer and other information relating to
E*TRADE FINANCIAL are set forth in a prospectus dated
Jan. 27, 2005.  Copies of the prospectus and related letter of
transmittal can be obtained from the exchange agent, The Bank of
New York, at 212-815-3738.
    
The E*TRADE FINANCIAL family of companies provide financial
services including brokerage, banking and lending for retail,
corporate and institutional customers.  Securities products and
services are offered by E*TRADE Securities LLC (Member NASD/SIPC).
Bank and lending products and services are offered by E*TRADE
Bank, a Federal savings bank, Member FDIC, or its subsidiaries.

                         *     *     *

As reported in the Troubled Company Reporter on Jan 21, 2005,
Standard & Poor's Ratings Services affirmed its 'B+' long-term
counterparty rating on E*TRADE Financial Corp. E*TRADE Bank's
counterparty ratings were affirmed at 'BB/B.'  At the same time,
the outlook for E*TRADE Financial was revised to positive from
stable.  The outlook for E*TRADE Bank remains stable.


FEDERAL-MOGUL: Expands China Business with Qingdao Facility
-----------------------------------------------------------
Federal-Mogul Corporation (OTCBB:FDMLQ) continues to grow its
presence in China - this time opening up a new facility in
Qingdao, China, to produce universal joints and chassis products
for the aftermarket industry.  The facility opened its doors in
October 2004 and is expected to add capacity throughout 2005.

The 100,000-square-foot manufacturing facility currently has 60
employees and expects to create 40 additional jobs in the first
quarter of 2005 as production volumes increase.  Products
manufactured at the facility include driveline and suspension
products for Federal-Mogul's global customer base as well as for
consumption in the domestic market in China.

"We opened this facility to meet customer demand for our universal
joints and chassis products," said Greg Grigsby, vice president,
chassis/brake, fuel and lighting operations, Federal-Mogul's
Worldwide Aftermarket operations.  "We look forward to continuing
to provide value-added solutions through high-quality parts and
services to our OE and aftermarket customers not only in North
America but also in emerging markets."

The Qingdao facility, located in the Shandong Province and
bordering the Yellow Sea, is Federal-Mogul's eighth facility in
China.  It is positioned near critical suppliers as well as a
Federal-Mogul piston facility.

Other Federal-Mogul products manufactured in the region include:
disc brake pads, lined brake shoes, spark plugs, wiper blades,
ignition leads, gaskets, bearings, bushings and piston rings.

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


FIRST VIRTUAL: Gets Interim Nod on $2 Mil DIP Financing Facility
----------------------------------------------------------------
In connection with its chapter 11 reorganization, filed on
Jan. 20, 2005, First Virtual Communications, Inc. (Pink Sheets:
FVCC) obtained interim approval from the Bankruptcy Court of a
$2 million DIP financing credit facility from an investment
partnership led by Millennium Technology Value Partners, L.P., a
New York-based private equity fund.  The company expects to
utilize the funds to:

   -- stabilize its operations,
   -- renew its commitment to customers, vendors and employees and
   -- enhance its ability to restructure its financial affairs by
      allowing for a robust competition for interested parties to
      submit proposals to restructure the company.  

The company expects to obtain final approval of this financing at
a hearing scheduled for Feb. 14, 2005.

Highlights:

   a. Bankruptcy Court Approves Initial Relief Requested by First
      Virtual Communications, Inc. to Stabilize Business during
      Chapter 11 Reorganization

   b. First Virtual Communications, Inc. Authorized to Commence
      Bidding Process for Restructuring Transaction Subject to
      Agreement with Creditors

"We are extremely pleased to announce this financing which will
allow us to stabilize our business and to continue to provide
great service to our clients.  The financing gives our existing
and future customers and partners confidence that we will continue
to provide an extremely high level of service," said Jonathan
Morgan, First Virtual's CEO.  "Our unique award winning software
solution provides a complete framework for delivering a new
generation of integrated video+voice+data applications that
address the real-time communications needs of companies
worldwide."

"First Virtual's software for real time collaborative meeting
applications and conferencing solutions is a leading product suite
used every day by some of the world's most important and demanding
customers," said Samuel L. Schwerin, Managing Partner of
Millennium Technology Value Partners, L.P.  "We are pleased to
have the opportunity to provide financial and operating resources
to help the company through this transition so that First Virtual
can continue to deliver robust solutions and support to its valued
customers."

The company said the Bankruptcy Court approved substantially all
of the initial relief that the company requested, at a hearing
held on Jan. 26, 2005, in the United States Bankruptcy Court for
the Northern District of California.  Among other relief, the
Bankruptcy Court approved the company's request to honor certain
employee obligations and benefits, to approve the company's
agreement with its existing bank lender regarding continued access
to working capital, to establish procedures to ensure
uninterrupted utility services to the company as well as joint
administration of its case and that of its wholly-owned
subsidiary, CUseeMe Networks, Inc., for procedural purposes only.

Finally, the company announced that the Bankruptcy Court also
approved, on an interim basis, preliminary procedures for
interested parties to submit proposals in connection with its
restructuring efforts.  As previously announced, the company
already has one proposal for the sale of substantially all of its
assets on hand, subject to due diligence and Bankruptcy Court
approval.  The company expects to work with its existing stalking
horse bidder as well as the newly-appointed Official Committee of
Unsecured Creditors to finalize these procedures and fix a
timeline for the submission of restructuring proposals.  At this
time, the company cannot predict what values will be ascribed in
the cases to claims against or interests in the company as there
are a variety of factors that may impact such values, including,
but no limited to, the terms of restructuring proposals that the
company receives and the terms of any reorganization planned that
may ultimately be confirmed.  Accordingly, the company urges that
the appropriate caution be exercised with respect to existing and
future investments in any of its liabilities and/or securities.

"We are extremely pleased at the successful launch of our chapter
11 reorganization. We cannot thank the creditors' committee enough
for their cooperation in this process and recognizing the inherent
value in the company's business," Mr. Morgan added.  "We are
extremely proud and mindful of the extraordinary efforts of all
our employees who worked with our customers and prospects over
this last year and delivered on the promise of Click to Meet
Versions 4.0 and 4.1. In the face of a difficult and trying year,
they delivered a world class product and set the standard by which
other software solutions are judged."

         About Millennium Technology Value Partners, L.P.

Millennium Technology Value Partners is a New York-based private
equity fund focused on a value-centric approach to venture capital
and technology investing.  The fund is part of a greater family of
funds including PS Capital Holdings, PS Capital Ventures, and
Millennium Technology Ventures.  Millennium Technology Value
Partners is a leader in providing liquidity to holders of venture
capital and private equity investments.  Transactions range from
direct and limited partnership investments in the secondary market
to corporate spin-offs of non-core assets and value-oriented
public market investments

Headquartered in Redwood City, California, First Virtual
Communications, Inc. -- http://www.fvc.com/-- delivers integrated  
software technologies for rich media web conferencing and
collaboration solutions.  The Company and its affiliate -- CUseeMe
Networks, Inc. -- filed for chapter 11 protection on Jan. 20, 2005
(Bankr. N.D. Calif. Case No. 05-30145). Kurt E. Ramlo, Esq., at
Skadden, Arps, Slate, Meagher & Flom represents the Debtors in
their restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $7,485,867 in total assets and
$13,567,985 in total debts.


FRIEDMAN'S: Taps Jefferies & Co. as Investment Banker
-----------------------------------------------------
Friedman's Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of Georgia, Savannah Division, for
authority to employ Jefferies & Co., Inc., as their financial
consultant and investment banker, nunc pro tunc to Jan. 14, 2005.

Jefferies & Co. has extensive experience in formulating strategic
alternatives to help bankrupt companies recover.

During these bankruptcy proceedings, Jefferies & Co. will provide
the Debtors general investment banking advice which includes:

   a) equity and debt financing;
   
   b) restructuring of all or a substantial portion of the
      Debtors' obligations; and

   c) a merger, consolidation, or sale of substantially all of
      the Debtors' assets.

William Q. Derrough, a Managing Director at Jefferies & Co.,
discloses that the Debtors paid his Firm a $590,000 retainer.  The
Debtors agree to pay the Firm $125,000 monthly for their
professional services.

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

Headquartered in Savannah, Georgia, Friedman's Inc. --
http://www.friedmans.com/-- is the parent company of a group of  
companies that operate fine jewelry stores located in strip
centers and regional malls in the southeastern United States. The
Company and its affiliates filed for chapter 11 protection on Jan.
14, 2005 (Bankr. S.D. Ga. Case No. 05-40129). John W. Butler, Jr.,
Esq., George N. Panagakis, Esq., Timothy P. Olson, Esq., and Alexa
N. Paliwal, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
represent the Debtors in their restructuring efforts. When the
Debtor filed for protection from its creditors it listed
$395,897,000 in total assets and $215,751,000 in total debts.


GENERAL MARITIME: S&P Places Low-B Ratings on CreditWatch Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'BB' corporate credit rating, on General Maritime Corp. on
CreditWatch with negative implications.  The CreditWatch placement
follows General Maritime's announcement of a new dividend policy,
under which shareholders would receive a significant proportion of
the company's cash flow.  To remain in compliance with restricted
payments and other financial covenants under various debt
agreements, the company will request waivers or other amendments
from lenders in its secured bank facility and, if needed, holders
of the company's unsecured notes.

"The CreditWatch placement reflects General Maritime's
increasingly aggressive financial policy, and reduced financial
flexibility under the new dividend policy," said Standard & Poor's
credit analyst Kenneth L. Farer.  "Given the anticipated
significant effect of the dividend policy, a ratings downgrade is
very likely," the credit analyst continued.  If lenders allow the
company to make payments under the new dividend policy,
anticipated improvements in its credit profile become very
unlikely due to the large, possibly debt-financed, distributions
and expectations for additional debt-financed acquisitions.
Distributions under the new dividend policy are calculated based
on the previous quarter's EBITDA after interest expense and
reserves for maintenance and fleet renewal expenses.  Even if
lenders do not provide waivers or other amendments, a downgrade
could still occur based on Standard & Poor's reassessment of the
company's financial policy.  To resolve the CreditWatch, Standard
& Poor's will meet with management and assess the potential
benefits, risks, and financial effects of this new fiscal
strategy.

General Maritime had $632 million of lease-adjusted debt at
Sept. 30, 2004.

Ratings on General Maritime reflect:

   (1) the company's aggressive growth strategy and financial
       policy;

   (2) its participation in the fragmented, competitive, and
       capital-intensive petroleum tanker industry; and

   (3) the company's significant, but managed, exposure to the
       volatile tanker spot markets.

Positive credit factors include:

   (1) the company's favorable business position as a large
       operator of midsize Aframax and larger Suezmax petroleum
       tankers with a strong market share in the Atlantic Basin;

   (2) its diversified customer base of oil companies and
       governmental agencies; and

   (3) fairly good access to liquidity.


GSAMP TRUST: Moody's Puts Ba1 Rating on $4.38M Class B-4 Certs.
---------------------------------------------------------------
Moody's Investors Service has assigned an Aaa rating to the senior
certificates issued by GSAMP Trust 2004-WF and ratings ranging
from Aa2 to Ba1 to the subordinate certificates in the deal.

The securitization is backed by Wells Fargo Home Mortgage
originated adjustable-rate subprime mortgage loans.  The ratings
are based primarily on the credit quality of the loans, and on the
protection from subordination, overcollateralization and mortgage
insurance on loans with LTVs greater than 80%.

According to Debash Chatterjee, a Moody's analyst, the credit
quality of the loan pool is better than the average loan pools
backing recent subprime securitizations.

Wells Fargo Bank, N.A. will service the loans.  Moody's has
assigned Wells its top servicer quality rating as a primary
servicer of subprime loans.

The complete rating actions are as follows:

   -- GSAMP Trust 2004-WF

      * A 1A; $145,492,000; Aaa
      * A 1B; $36,373,000; Aaa
      * A 2A; $42,349,000; Aaa
      * A 2B; $27,782,000; Aaa
      * A 2C; $13,777,000; Aaa
      * A 2D; $100,000,000; Aaa
      * M 1; $31,321,000; Aa2
      * M 2; $16,426,000; A2
      * M 3; $4,381,000; A3
      * B 1; $4,381,000; Baa1
      * B 2; $4,380,000; Baa2
      * B 3; $4,381,000; Baa3
      * B-4; $4,380,000; Ba1

Additional research is available on http://www.moodys.com.


HAWAIIAN AIRINES: IAM Objects to Trustee's Second Amended Plan
--------------------------------------------------------------
The International Association of Machinists and Aerospace Workers
(IAM) objects to the U.S. Bankruptcy Court for the District of
Hawaii against the Second Amended Joint Plan of Reorganization
filed by Joshua Gotbaum, the chapter 11 Trustee of Hawaiian
Airlines, Inc., and its debtor-affiliates.  The Plan is co-
proposed by the Official Committee of Unsecured Creditors, HHIC,
Inc., Hawaiian Holdings, Inc., and RC Aviation LLC.

IAM, representing approximately 1,600 employees, tells the Court
that the Plan is not specific whether it will uphold or waive the
annual concessions of $3.8 million as agreed in the collective
bargaining agreements.  IAM stresses that the Plan should not be
confirmed because it violates Section 1113(c) of the Bankruptcy
Code.

To recall, the only group of creditors who will not get a 100% or
more distribution under the terms of the Plan are the employees of
Hawaiian Air.

IAM urges the Court to reject the Plan unless modifications will
be made.

A hearing will be convened on Feb. 8, 2005, at 9:30 a.m. to
consider the objection.

Headquartered in Honolulu, Hawaii, Hawaiian Airlines, Inc., --
http://hawaiianair.com/-- is a subsidiary of Hawaiian Holdings,  
Inc. (Amex and PCX: HA).  The Company provides primarily scheduled
transportation of passengers, cargo and mail. Flights operate
within the South Pacific and to points on the west coast as well
as Las Vegas.  Since the appointment of a bankruptcy trustee in
May 2003, Hawaiian Holdings has had no involvement in the
management of Hawaiian Airlines and has had limited access to
information concerning the airline.  The Company filed for chapter
11 protection on March 21, 2003 (Bankr. D. Hawaii Case No. 03-
00817).  Joshua Gotbaum serves as the chapter 11 trustee for
Hawaiian Airlines, Inc.  Mr. Gotbaum is represented by Tom E.
Roesser, Esq. and Katherine G. Leonard at Carlsmith Ball LLP and
Bruce Bennett, Esq., Sidney P. Levinson, Esq., Joshua D. Morse,
Esq., and John L. Jones, II, Esq., at Hennigan, Bennett & Dorman
LLP.


HAWKEYE RENEWABLES: S&P Puts B Ratings on $185M Sr. Sec. Facility
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
Hawkeye Renewables LLC's $185 million senior secured credit
facility due in 2012.  Hawkeye will build and operate two dry-mill
ethanol plants in Iowa.  The outlook is stable.

Standard & Poor's also assigned its '3' recovery rating to the
loan.  The '3' indicates a meaningful recovery of principal (50%
to 80%) in the event of a default.

The 'B' rating on the notes reflects the following risks:

   (1) exposure to volatile commodity prices on the revenue; and
   (2) cost sides of the margin equation.  

On the revenue side, ethanol prices are highly correlated with
gasoline prices (ethanol is a gasoline additive). Corn is the
company's primary feedstock and corn prices are not highly
correlated with ethanol prices.  A low-ethanol/high-corn price
environment could lead to rapid financial distress.

There is a significant risk of an overbuild scenario in the next
few years that could depress ethanol prices.  Developers are
currently expanding industrywide capacity in expectation of
increasing demand for ethanol because of environmental policy
decisions and the decline in the usage of MTBE as a fuel additive.

Significant refinancing risk.  The debt's term exceeds that of the
ethanol tax subsidy, which expires in 2010. If the federal excise
tax subsidy is not renewed, the industry's viability would be
challenged.  Exposure to natural gas and electricity prices for
its energy needs. Construction risk for the planned capacity
expansion at Iowa Falls, Iowa and the new facility at Fairbank,
Iowa.  Structural subordination of the bonds to the $10 million
working capital credit facility. The collateral securing the
revolver has a first lien on the inventory and accounts
receivables.

The risks are somewhat mitigated by default risk due to commodity
price fluctuations is reduced by the project's debt structure.  
The project's required debt service only includes interest and
minimal amortization.  The loan documents also require the project
to maintain a 12-month debt-service reserve.

Refinancing risk is reduced through the 40% cash sweep mechanism
that requires the project to use at least 40% of the excess cash
flow each year to pay down senior debt.

Construction risk is reduced through the fixed-price EPC contract
with Fagen, Inc.  The EPC contract contains adequate performance,
delay, and liquidated damage provisions.  Performance bonds back
both performance and delay provisions.  In addition, an
independent engineer has assessed the project's technical risk,
which is atypical for ethanol projects.

The outlook is stable.

Standard & Poor's expects the project to support the required debt
service under a variety of commodity price scenarios.  Over the
next few years, the rating could be negatively pressured if a
substantial overbuild of ethanol facilities occurs in U.S. markets
and the ethanol/corn price spreads drop substantially below 1996
levels.  Longer term, the project could be at risk for the renewal
of the federal excise tax subsidy if the debt has not amortized by
2010.


HEALTHEAST CARE: Financial Performance Cues Moody's to Up Ratings
-----------------------------------------------------------------
Moody's Investors Service has upgraded the rating assigned to
HealthEast Care System to Ba1 from Ba2 and has removed the rating
from Watchlist.  This rating action is in conjunction with annual
surveillance, receipt and review of audited financial statements
for fiscal 2004 and discussions with management.

The rating is based on a third year of favorable financial
performance and improving balance sheet measures that we believe
will be maintained as a result of enhanced market leverage and
improved performance at The Woodwinds Hospital due to volume
increases from newly recruited primary care physician staff and
new managed care contracts.  Offsetting the operating improvements
are modest, albeit improved, debt service coverage and a balance
sheet that remains highly leveraged and light on cash.

The outlook is stable and is based on our belief that the
improving operating performance and increased cashflow provide
adequate debt service coverage ratios and that balance sheet
measures will be improved over time.

Legals: The bonds are secured by a gross revenue pledge from the
Obligated Group, which includes HealthEast Care's three acute care
hospitals, a long-term acute hospital and the parent, representing
the vast majority of total system cash flow.

Swaps: No swaps are outstanding.

Third Year Of Favorable Financial Performance Recorded:

The system completed another year of favorable financial
performance, fiscal year ending August 31, 2004, despite flattened
volume and marks the third consecutive year of operating
surpluses.  The system's 2004 operating profit of $14.0 million on
total operating revenue of $636.0 million surpassed the operating
profit of $9.2 million on total operating revenue of $588.7
million achieved in FY2003, and represents a 2.2% operating
margin, provides an improved MADs coverage of 1.78 times, and an
operating cashflow margin of 7.1%.

Debt-to-cashflow remains relatively high at 6.41 times but shows
marked improvement from the 9.19 times recorded for fiscal 2002
with the improved performance and cashflow generation.  
Improvement at The Woodwinds Hospital, located in Woodbury and now
operational for four years, generated the bulk of the improvement
and increased market share for the system as a whole, as that
facility has capitalized on its well positioned location about 10
miles from the nearest competitor in a young, growing suburban
area.

Woodwinds Hospital has been able to attract a core group or
primary care physicians and generate volume sufficient to offset
fixed costs, generate free cash flow and $3.3 million operating
income during fiscal 2004. A focus on patient redesign is
anticipated to improve nursing satisfaction levels and retention
levels throughout the system.

Through the first quarter of 2005, HealthEast Care operates 504
staffed beds at three acute care hospitals in downtown St. Paul
(St. John's), Maplewood (St. Joseph's) and Woodbury (Woodwinds),
as well as a 132-bed long term acute care hospital, an outpatient
diagnostic site and two outpatient surgery sites.  The system also
employs approximately 95 primary care physicians at 11 locations.
is recording operating income of $3.7 million which surpasses both
prior year first quarter ($1.5 million) and first quarter budget
($2.7 million).  Performance has been particularly strong at the
acute care division with favorable inpatient volume and outpatient
surgeries.

HealthEast currently employs 95 physicians in a clinic division,
which continues to generate losses, but contributes 24% of total
admissions.  Some progress has been made to reduce these losses
and the $9.6 million loss, includes loss of sale of a clinic site
from the physician group is a $2 million improvement from FY
2003's loss.

Balance Sheet Has Improved But Remains The Key Credit Weakness

The balance sheet is the key weakness for the system and the
credit factor that will need to be improved for the system's
rating to return to investment grade levels.  Cash and
investments, which increased 10.4% to $68.1 million in 2004 from
$61.7 million in 2003, remains weak at 41.1 days but is improved
when compared to 33.3 days of cash on hand at FYE2002.

Through the first quarter 2005 (November 30, 2004), cash has grown
to $75 million.  HealthEast Care's leveraged position is noted by
a modest, though improved, cash-to-debt ratio of 31.6% at FYE
2004.  Management has demonstrated its ability to operate over
these last few years despite the system's modest liquidity
reserves but we believe that further improvement is needed as the
system continues to grow and will need to invest capital in its
downtown facilities.

The defined benefit pension plan was frozen in 2000 but lingering
funding requirements have been made since then, most recently a
$3.1 million contribution in 2004.  HealthEast Care does not
anticipate any funding requirements for this plan in FY 2005.
Defined contribution plans cover substantially all employees who
do not participate in the union-sponsored multi-employer benefit
plans, which specify contributions to be made in accordance with
negotiated labor contracts.

Management is working to improve its cash position and is
considering a sale/leaseback transaction for its corporate office
building, which would provide immediate cash infusion and enhance
its balance sheet.  Moody's will incorporate any material
improvement related to this important credit factor when the
transaction is completed.  Weaker than desirable cash is now the
primary limiting factor to further improvement in the rating.

Management is developing plans for a major capital improvement
project at St. Joseph's, including the beginning phase of a
replacement building; a new tower for 60 private beds costing $70
million is being considered.  Some additional debt could be
expected to fund a portion of the capital improvements.  

Management hopes to restructure its existing debt, which would
provide some debt service relief and generate excess cashflow.  
Understanding the full extent of capital needed to be spent to
improve St. Joseph's and potential funding sources will also be
important considerations in any future rating actions.

Market Factors Improving For HealthEast

HealthEast has repositioned itself over the last few years to gain
a competitive advantage over its competitors by developing
strategies that deliver clinical care in excess of national
standards, improving processes to add capacity and improve
employee satisfaction and which build consumer loyalty.  

Partnering and engaging its physicians has been critical to the
implementation of many of these strategies and management reports
that its relationships with its physicians are quite favorable due
to a shared vision for success.

HealthEast Care's exclusive contract for a cyber knife technology
through 2005 at its neurovascular institute, part of St. Joseph's,
the use of daVinci robotics at St. John's and recruitment of new,
highly regarded and specialized orthopedists at Woodwinds are
examples of recent technological developments that have elevated
HealthEast's stature in the metro area and highlight key programs
at HealthEast hospitals.

HealthEast Care is the market leader with 38% market share in the
east metro service area, which contains three of the six top
growing communities in the area.  Competition comes from United
Hospital, part of A3-rated Allina, and Regions Hospital, part of
Baa1-rated HealthPartners.  

Recently, HealthPartners' Group Health Plan required that its
enrollees use Regions, which did affect two HealthEast clinics and
accounted for a loss of approximately 400 admissions from St.
John's.  St. John's has been backfilling this capacity and appears
to be minimally affected financially by the decline in
HealthPartners volume.

We continue to view the relative concentration of payers as a risk
for all hospital providers in this market.  Blue Cross, Medica and
HealthPartners represent a large 50% of HealthEast's total gross
revenues, with Blue Cross the largest at 18% of total hospital
revenues.  However, we note that HealthEast has demonstrated
recent market leverage in its rate negotiations and the inclusion
of Woodwinds into the Medica contract is a positive recent
development that signals that hospital's importance to payers and
subscribers.

We believe the distributed locations of HealthEast's hospitals
create a competitive advantage when negotiating contracts.
Although large double-digit rate increases are not expected, we
believe contracts can be negotiated satisfactorily to cover costs.
HealthEast's modest Medicaid exposure (3.7% of gross revenues) is
a favorable credit factor.  

Similarly, concerns about the strong union representation in the
Twin Cities has been allayed following the nursing contract
renewal in 2004 that was signed when expected.  Nurses are
currently in the second year of a three-year contract that was
renewed in June 2004 with acceptable wage increases for the term
of the contract.

Key Facts: (Based on audited financial results of August 31, 2004)

   -- Admissions: 33,968 admissions

   -- Total operating revenue: $636.0 million

   -- Net revenue available for debt service: $48.0 million
      (Moody's normalizes investment income at 6%)

   -- Total unrestricted cash: $68.1 million

   -- Total debt outstanding: $215.2 million

   -- Operating cashflow margin: 7.1%

   -- Cash-to-debt: 31.7%

   -- Debt-to-cashflow: 6.33 times

   -- Days cash on hand: 41.1 days

   -- Maximum annual debt service: $26.7 million

   -- Maximum annual debt service coverage: 1.80 times


HEALTH CARE: Fitch Assigns BB Ratings on $500MM & $450MM Debts
--------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to Coventry Health Care
Inc.'s issuance of $500 million of senior unsecured notes and $450
million credit facility.  Concurrently, Fitch has affirmed the
company's existing debt and long-term issuer rating of 'BB' and
removed it from Rating Watch Negative.  The Rating Outlook is
Stable.  The rating action affects approximately $1.1 billion of
debt.

Fitch placed Coventry on Rating Watch Negative on Oct. 14, 2004,
following its announcement of plans to acquire First Health Group
Corp., a national health benefits company serving group health,
worker's compensation, and state public programs.  The $1.8
billion purchase price consists of a combination of approximately
$900 million cash and $900 million of company stock.

The cash part of the transaction will be funded with $500 million
of newly issued debt consisting of $250 million senior notes due
2012 and $250 million senior notes due 2015, both of which have
been offered through the 144A market.  Coventry will also use $450
million of proceeds from its senior credit facility and cash on
hand to fund the remaining portion.  The credit facility consists
of a $300 million, five-year term loan and a $150 million five-
year revolving credit facility.  The senior notes are unsecured
and will rank parri passu with the existing debt and credit
facility.

Coventry's operating fundamentals and capitalization have been
improving, and the company has been successful in integrating the
smaller-scale, regional acquisitions it has made in its core
markets.  However, while the First Health merger is expected to
provide opportunities for diversification and network synergies,
Fitch's concerns include the sizable amount of debt added to the
balance sheet and the integration risks the company faces in
combining the two diverse companies.  On a pro forma basis, Fitch
expects Coventry's debt-to-total capitalization to increase from
13.4% to over 35%, and debt-to-EBITDA to increase from 0.3 times
to the 1.3x-1.4x range in 2005.

Coventry is a publicly traded managed health care company serving
approximately 2.4 million members primarily in the
Mid-Atlantic, Midwest, and Southeast regions.  Coventry reported
total revenue of $3.9 billion and stockholders equity of $2.0
billion at Sept. 30, 2004.

The noted ratings were initiated by Fitch as a service to users of
Fitch ratings and are based primarily on public information.

   Entity/Issue/Type Action Rating/Outlook

   Coventry Health Care Inc.

      -- Long term issuer rating Affirm 'BB'/Stable;

      -- 8.125% senior unsecured notes due 2012
         Affirm 'BB'/Stable;

      -- 5.875% senior unsecured notes due 2012
         Assign 'BB'/Stable;

      -- 6.125% senior unsecured notes due 2015
         Assign 'BB'/Stable;

      -- Five-year term, five-year revolving bank loan
         Assign 'BB'/Stable.


HEXCEL CORP: S&P Rates Proposed $200M Senior Sub. Notes at B-
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings, including
the corporate credit rating to 'B+' from 'B', on Hexcel Corp.  At
the same time, Standard & Poor's assigned its 'B-' rating to the
composite supplier's proposed $200 million senior subordinated
notes due 2015, which are to be offered under SEC Rule 144A with
registration rights.  The outlook is positive.  Hexcel currently
has around $430 million in debt.

"The upgrade reflects Hexcel's improved financial profile due to
debt reduction, the benefits of restructuring efforts on
profitability, and the beginning of a recovery in the commercial
aerospace market," said Standard & Poor's credit analyst
Christopher DeNicolo.  The proceeds from the proposed notes will
be used to redeem a portion of the company's 9.75% subordinated
notes due 2009, lowering interest expense and increasing cash
available for further debt repayment.  Leverage will increase
slightly due to the call premium on the 2009 notes and transaction
expenses.

Hexcel has used cash from operations and the proceeds from asset
sales and a preferred equity investment in 2003 to reduce debt
almost $250 million since 2001.  As a result, debt to EBITDA has
declined to around 3x in 2004 from 15x in 2001.  In response to a
difficult operating environment following the Sept. 11, 2001,
terrorist attacks, Hexcel instituted a restructuring program,
which has led to a $66 million reduction in cash fixed costs.
Therefore, operating margins have returned to the low-teens
percent area from the midsingle digits in 2001.  The lower cost
structure should result in significant operating leverage and
margins will likely continue to improve as sales increase. Other
credit protection measures have similarly strengthened, with funds
from operations to debt of 17% and EBITDA interest coverage of
around 3x in 2004.  These trends are expected to continue as
Hexcel uses free cash flow to reduce debt and the commercial
aerospace market recovers.  Improved conditions in almost all of
the firm's major markets and the weak U.S. dollar resulted in a
20% increase in revenues (17% on a constant currency basis) in
2004.

Hexcel is the world's largest manufacturer of advanced structural
materials, such as lightweight, high-performance carbon fibers,
structural fabrics, and composite materials for the commercial
aerospace, defense and space, electronics, recreation, and
industrial sectors.  The markets served are cyclical, but most
have growth potential where the company's materials offer
significant performance and economic advantages over traditional
materials.

Revenues and earnings are likely to benefit from favorable trends
in military aircraft, ballistics, and wind energy, as well as the
recovery in the commercial aircraft market.  These improvements,
combined with lower debt levels and cost-reduction efforts, could
result in a credit profile that warrants an upgrade in the
intermediate term.


HISTATEK INC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Histatek, Inc.
        fdba Histatek, L.L.C.
        4645 East Cotton Center Boulevard
        Building 2, Suite 171
        Phoenix, Arizona 85040

Bankruptcy Case No.: 05-01265

Type of Business: The Debtor is a biopharmaceutical company
                  focused on the development of anti-inflammatory
                  small peptides.  See http://www.histatek.com/

Chapter 11 Petition Date: January 27, 2005

Court: District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: Franklin D. Dodge, Esq.
                  Ryan Rapp & Underwood, PLC
                  3101 N. Central Avenue, #1500
                  Phoenix, AZ 85012
                  Tel: 602-280-1000
                  Fax: 602-728-0422

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


HOLLINGER INC: Adopts Rigorous Governance Policies
--------------------------------------------------
Hollinger Inc.'s (TSX:HLG.C) (TSX:HLG.PR.B) Board of Directors
unanimously adopted a set of rigorous governance policies and
practice.  The new policies, which are effective immediately, meet
or exceed current requirements for Canadian public companies.

Included in the measures approved today are comprehensive written
charters for the Board of Directors, the Audit Committee, the
Compensation Committee and the Nominating and Corporate Governance
Committee as well as formal position descriptions for the Chairman
of the Board and each of the Board Committees. The package also
includes a Code of Business Conduct and Ethics, a Whistleblower
Policy and a Policy on Related Party Transactions which requires
that all related party transactions involving Hollinger to be
approved by Hollinger's independent Audit Committee.

These policies were developed by outside counsel at the request of
the Independent Committee of Hollinger.  The policies follow from
a thorough review of existing policies and procedures at
Hollinger, best practices among Canadian and U.S. companies and
current or proposed governance requirements and guidelines.   
Outside counsel responsible for the study included Carol Hansell,
a partner in the law firm of Davies Ward Phillips & Vineberg LLP,
and Richard Rohmer O.C., Q.C., counsel to the law firm of Rohmer
and Fenn.  Ms. Hansell and Mr. Rohmer were appointed by the
Independent Committee in December 2004 to review Hollinger's
corporate governance practices and to recommend changes.  Ms.
Hansell is a recognized expert and author on corporate governance
and disclosure.  Major General Rohmer is a former director of
Hollinger and a leading corporate law and governance expert.

"We hired leading experts in corporate governance and disclosure
and quickly adopted their recommendations," said Gordon Walker,
Chairman of the Board and a member of the Independent Committee.
"Since assuming responsibility for managing the company in
November, our focus has been on demonstrating that we are
committed to rebuilding Hollinger's reputation, regaining investor
confidence and enhancing shareholder value.  A key step in that
process, in our judgment, is providing a corporate governance
framework that ensures quality management and oversight policies
and procedures are in place."

Commenting on the Hollinger Board's action, Carol Hansell said,
"General Rohmer and I were tasked by the Independent Committee
with the responsibility to recommend governance practices which
bring Hollinger's practices in line not only with what is required
by law, but also with what regulators have signaled they consider
important.  The materials we recommended to the Board and which
they have adopted meet these standards."

"This is the latest step in a series of actions by the Independent
Committee to ensure that Hollinger is in good standing among
Canadian and global businesses.  We have been cooperating fully
with regulators, the courts and other interested parties to get to
the bottom of the many complex issues facing our company," Mr.
Walker commented.

"It is often said that the longest journey begins with a single
step, and we recognize many more steps will be needed to complete
the task ahead of us.  However, the Board and management of
Hollinger are justifiably proud to have taken these important
steps in creating openness and transparency for our company," he
concluded.

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

                         *     *     *

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

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

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

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


HOLLINGER INTL: Declares $273 Million Special Dividend
------------------------------------------------------
Hollinger International, Inc., (NYSE: HLR) has declared a Special
Dividend in aggregate of approximately $273 million, representing
the second tranche of the distribution of $500 million of net
proceeds from the Company's sale of The Telegraph Group.  

Consistent with the terms of the Shareholder Rights Plan adopted
by the Company in January 2004, the Special Committee of the Board
has reviewed the Plan and determined that it remains in the best
interests of shareholders.

Mr. Paris said, "We are delighted to declare this significant
dividend, and we will continue to diligently focus on ways to
enhance value for all of our shareholders.  While our desire was
to effect the distribution of net proceeds from the Telegraph sale
to our shareholders by means of a self-tender, the delays in our
2004 financial filings, which are required for a self-tender,
would have resulted in an unacceptable delay in the distribution
of the second tranche.  We believe that we owe it to our investors
to complete the distribution in an expeditious manner."
    
The Second Special Dividend declared by the Board will be $3.00
per share for the Company's Class A Common Stock, par value $0.01
per share, and its Class B Common Stock, par value $0.01 per
share, for holders of record of such shares on February 14, 2005,
payable on March 1, 2005.  This Dividend follows a first Special
Dividend, which distributed an aggregate amount of approximately
$227 million to shareholders on January 18, 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 INTL: G. A. Paris Elected as Chairman, CEO & President
----------------------------------------------------------------
Hollinger International, Inc., (NYSE: HLR) announced that Gordon
A. Paris has been elected Chairman, Chief Executive Officer and
President of Hollinger International, removing his interim status
in these positions.

The Hon. Raymond G.H. Seitz, Chairman of the Executive Committee
of the Board, said, "Under Gordon Paris' leadership, Hollinger
International has made enormous strides in recovering from past
damage and returning value to the Company's shareholders.  In
addition to leading the Special Committee investigation and
litigation process and the Strategic Process to maximize value for
shareholders, Gordon has overseen improvements to our Company's
operations, with initiatives to focus on assets with the highest,
long-term return potential and the streamlining of operating
costs.  We are delighted that he has decided to remain at
Hollinger International."

Mr. Paris had been serving as Interim President and CEO since
November 2003 and as Interim Chairman since January 2004. He is
also the Chairman of the Special Committee of the Company's Board
of Directors.
    
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 INTL: Re-Evaluating Shareholder Rights Plan
-----------------------------------------------------
Hollinger International, Inc., (NYSE: HLR) reported that the
Special Committee of the Board of Directors has re-evaluated the
Company's Shareholder Rights Plan, as required by the Plan as
adopted on January 25, 2004.  Noting among other factors the
uncertainty surrounding the future control of the Company, the
Special Committee concluded that the Plan remains in the best
interests of the Company's shareholders.  The Plan, unless the
Rights issued thereunder are earlier redeemed by the Board of
Directors or the Corporate Review Committee of the Board -- CRC,
continues in effect by its terms until February 5, 2014.  However,
the Special Committee has resolved to re-evaluate the Plan once
again within a year, although the Board, the CRC and the Special
Committee have the power to re-evaluate the Plan at any time as
the facts and circumstances may warrant.

Under the Plan, if any person or group acquires 20% or more of the
voting power of the Company's outstanding common stock without the
approval of the Board of Directors or the CRC, there would be a
triggering event potentially causing significant dilution in the
voting power of such person or group.  Although the Plan exempts
Hollinger Inc. as the current holder of over 20% of the voting
power of the Company's common stock, it does not exempt any direct
or indirect transferee of that interest.

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.


iBEAM BROADCASTING: Court Closes Chapter 11 Case
------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware formally
closed the chapter 11 case of iBeam Broadcasting Corporation at
the behest of iBeam Broadcasting Corporation Liquidating Trust
-- the Debtor's successor-in-interest under the confirmed First
Amended Plan of Liquidation.

The Trust has made distributions to all holders of:

         * allowed administrative claims,
         * allowed tax claims,
         * allowed secured claims,
         * allowed priority claims,
         * allowed convenience claims, and
         * allowed general unsecured claims.

The Court also authorizes the Trust to make a final $2.1 million
distribution to these preferred shareholders using the
$2.3 million the Trust currently holds:

                          Shares of Series A  % of Total Series A
   Stockholder                Preferred            Preferred
   -----------            ------------------  -------------------
   Williams Communications    1,800,704                75%
   Allen & Company, Inc.        240,094                10%
   Touch America, Inc.          240,094                10%
   Lunn iBeam, LLC              120,047                 5%

Remaining funds will be donated by the Trustee to a nationally
recognized charity.

Headquartered in Sunnyvale, California, iBeam Broadcasting
Corporation, delivers streamlined media over the Internet.  The
Company filed for chapter 11 protection on October 11, 2001
(Bankr. D. Del. Case No. 01-10852). David B. Stratton, Esq., David
M. Fournier, Esq., at Pepper Hamilton, LLP, represented the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $118,814,000 in total
assets and $41,910,000 in total debts.  The Debtor's First Amended
Plan of Liquidation was confirmed on March 11, 2002, and became
effective in April 1 that same year.


INTERACTIVE BRAND: Completes 100% Media Billing Acquisition
-----------------------------------------------------------
Interactive Brand Development, Inc. (AMEX:IBD) completed the
acquisition of 100% of the equity interests in Media Billing
Company, LLC, which owns 100% of the equity interests in Internet
Billing Company, LLC, from PHSL Worldwide, Inc., and certain of
its affiliates.

In connection with the acquisition, IBD issued to PHSL 330,000
shares of IBD Series D Preferred Stock.  The Series D Preferred
Stock is convertible at any time at the option of the holder, into
that number of shares of IBD common stock as shall represent 49.9%
of the fully-diluted IBD common stock on the date of conversion.

In connection with the acquisition, Steven Robinson, Gilbert
Singerman and Robert Dolin each agreed to resign from IBD's board
of directors at such time as their resignations are accepted by
IBD.  Under the acquisition agreement, IBD also agreed that, until
the next meeting of stockholders of IBD called, in whole or in
part for the purpose of electing directors, to increase the number
of persons serving on its board of directors to eight, of which:

     (i) three persons shall be designated by PHSL;

    (ii) two persons shall be designated by Steve Markley and Gary
         Spaniak, Jr.; and

   (iii) the remaining three directors shall be independent
         directors within the meaning of the Sarbanes-Oxley Act of
         2002.  

Also, PHSL shall have the sole right at any time to designate the
persons who shall constitute the three independent directors.

                        About the Company

Interactive Brand Development, Inc. (AMEX:IBD) is a media and
marketing holding company that owns Internet Billing Company
(iBill), a leading online payments company, and owns a significant
interest in Penthouse Media Group (PMG), publisher of Penthouse
Magazine, a brand-driven global entertainment business founded in
1965 by Robert C. Guccione.  PMG's flagship PENTHOUSE(TM) brand is
one of the most recognized consumer brands in the world and is
widely identified with premium entertainment for adult audiences.  
PMG is operated by affiliates of Marc Bell Capital Partners, LLC.
IBD also has investments in online auctions and classic animation
libraries.

                          *     *     *

                     Auditors Express Doubt

On January 15, 2003, Care Concepts dismissed Angell & Deering as
its principal accountants and auditors.  A&D's report on the
Company's financial statements expressed substantial doubt about
the Company's ability to continue as a going concern.  On
Jan. 15, 2003, William J. Hadaway was hired to review the
Company's 2002 financial statements.  On October 30, 2003, Care
Concepts dismissed WJH.  WJH shared A&D's doubts.  Effective
October 30, 2003, the Company engaged the accounting firm of
Jewett, Schwartz & Associates as its new independent accountants
to audit the financial statements for the fiscal year ending
December 31, 2003.

At September 30, 2004, the Company's balance sheet shows $595,034
in current assets and $631,678 in current liabilities.  
Shareholder equity totals $6.4 million.  The company's posted
recurring losses and reports negative cash flows from operations.


INTERSTATE BAKERIES: SEC Probes Workers' Compensation Reserves
--------------------------------------------------------------
Interstate Bakeries Corporation (OTC: IBCIQ) received a formal
order of private investigation last week from the Securities and
Exchange Commission into issues that were the subject of an
informal inquiry by the SEC.  The formal investigation appears to
concern matters related to a previously announced investigation by
the Company's audit committee into the Company's manner for
setting its workers' compensation reserves and other reserves.  
The Company is cooperating fully with the SEC and will continue to
do so.

The Company does not expect to comment further on developments
related to this matter and disclaims any intention or obligation
to update any of the information contained in this release, except
as may be required by law.

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: Walks Away From 19 Real Property Leases
------------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates sought
and obtained the U.S. Bankruptcy Court for the Western District of
Missouri's authority to reject real property leases for 19
locations to minimize administrative expense, maximize
distributions to creditors in their Chapter 11 cases.  The Real
Property Leases covering each of the Leased Premises, including
any subleases, no longer serve any benefit to the  
Debtors.

The Debtors wanted to walk away from 16 Real Property Leases  
effective as of December 30, 2004:

   Lessor                Address of Leased Premises   Lease Date
   ------                --------------------------   ----------
   Dennis E. Moos &      12 North Harris Street       08/01/1973
   Arline McCoy          (Harris Street & 1st Avenue)
                         Big Timber, Montana

   A.S. Nudo             2532 North Grand Avenue,     08/16/1973
                         Springfield, Illinois

   Hicks Manor Inc.      5403 Dixie Highway,          03/01/1984
                         Fairfield, Ohio

   Carolyn Davis         1403 Pinson Street, Tarrant  01/15/1985
                         City, Alabama

   Ruthven, Joe P.       1615 South Combee Road,      06/18/1986
                         Lakeland, Florida

   M. Robert and Ellen   2616 West 12th Street,       07/01/1986
   Hagerty               Erie, Pennsylvania

   Summit Team, Inc.     31712 Casino Drive, Lake     11/24/1992
                         Elsinore, California

   Forgiven, LLC         1421 North Cleveland Avenue, 12/01/1993
                         Loveland, Colorado

   Currie & Walker, LLC  4934 South Calhoun Street,   08/05/1994
                         Fort Wayne, Indiana

   J.R. Businesses, Inc. 12500 Warwick Boulevard,     10/31/1996
                         Newport News, Virginia

   Roy Cazes             12201 South Choctaw Drive,   11/15/1996
                         Baton Rouge, Louisiana

   S-B Ranch (c/o Jack   230 New York Street,         05/14/1998
   Davis)                Chinook, Montana

   Big Church Alive      4307 Stewart Avenue,         05/22/1998
                         Wausau, Wisconsin

   Integrity             1907 Versailles Road,
   Properties, LLC       Lexington, Kentucky          07/24/2000

   Lancaster Square      2711 S. 48th Street, Suite   08/25/2000
                         10 Lincoln, Nebraska

   Mas Orfus, Inc.       10312 Bloomingdale Avenue,   08/30/2002
                         Suite 4, Riverview, Florida

The Debtors reject three Real Property Leases effective
January 19, 2005:

   Lessor                Address of Leased Premises   Lease Date
   ------                --------------------------   ----------
   East Peoria           125 Thunderbird Lane, East   10/18/1996
   Business Center       Peoria, Illinois

   LLM, Inc. 949         1/2 Madison Street, Paducah  01/11/2001
                         Kentucky

   Monona Business       2211 Industrial Drive,       01/21/1993
   Center, LLC           Monona, Wisconsin

The Debtors also seek the Court's authority to reject two  
subleases in Florida:

                                                       Sublease
   Subtenant             Address of Leased Premise       Date
   ---------             --------------------------   ----------
   'Grant It Inc.        1615 South Combee Road,      03/01/2004
                         Lakeland, Florida

   Radius Capital        10312 Bloomingdale Avenue,   10/14/2003
   Corporation           Suite 4, Riverview, Florida

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


INTERSTATE BAKERIES: Wants to Pursue Class Action Settlement
------------------------------------------------------------
In February 2003, seven putative class actions were filed against  
Interstate Bakeries Corporation and certain of its current and  
former officers and directors in the United States District Court  
for the Western District of Missouri.  Municipal Employees  
Retirement System of Michigan, City of St. Clair Shores  
(Michigan) General Retirement System and City of Roseville  
(Michigan) Employees Retirement System alleged securities law  
violations on behalf of a putative class of persons or entities  
who purchased IBC common stock between April 2, 2002, and
April 8, 2003.  District Court Judge Fernando Gaitan consolidated  
the actions into Smith v. Interstate Bakeries Corp., et al., Case  
No. 03-0142-V-W-FJG (W.D. Mo. pending).

On October 3, 2003, the Lead Plaintiffs amended the Complaint and  
named three more defendants in addition to Interstate Bakeries:

   -- Charles A. Sullivan, Interstate Bakeries' former Chief
      Executive Officer and Chairman until his retirement in
      September 2002.  He is Interstate Bakeries' Director as of
      the date of the Complaint;

   -- Frank W. Coffey, Interstate Bakeries' Chief Financial
      Officer until his retirement in May 2003; and

   -- James R. Elsesser, Mr. Sullivan' successor as Chief
      Executive Officer and Chairman of Interstate Bakeries.

According to J. Eric Ivester, Esq., at Skadden Arps Slate Meagher  
& Flom, LLP, in Chicago, Illinois, the Complaint alleged that  
Interstate Bakeries and the Individual Defendants misled  
investors by overstating the benefits of Interstate Bakeries'  
extended shelf life program and failing to disclose possible  
negative effects of the program on product quality, customer  
service, thrift stores and other aspects of Interstate Bakeries'  
business.  As a result, the Defendants violated Section 10(b) and  
Rule 10b-5 of the Securities Exchange Act of 1934.

The Complaint further alleged that the Defendants were liable as  
control persons under Section 20(a) of Securities Exchange Act.  
However, Interstate Bakeries and the Defendants denied the  
Plaintiffs' allegations and contested their claims.

On January 5, 2004, the District Court stayed the Action so that  
the parties, together with Interstate Bakeries' D&O liability  
insurance carriers, could pursue mediation of the dispute.

                Mediation and Settlement Agreement

On March 30, 2004, the parties held a mediation session with  
former U.S. District Court Judge Nicholas H. Politan during which  
the parties, including Interstate Bakeries' insurance carriers,  
reached a settlement.  The parties agreed to a $15,000,000  
payment by the insurance carriers and a $3,000,000 contribution  
to the settlement by Interstate Bakeries.  The parties executed  
the Settlement on September 21, 2004, and finalized procedures  
for its implementation.  However, the parties were unable to take  
any steps towards obtaining District Court approval of the  
Settlement before the Debtors' bankruptcy petition.   

By this motion, the Debtors ask the Court to lift the automatic  
stay to allow them to implement the Settlement.

                         Insurance Policy

Interstate Bakeries currently has D&O insurance policies with  
Federal Insurance Company (Chubb), Old Republic Insurance  
Company, National Union Fire Insurance Company of Pittsburgh, PA,  
Twin City Fire Insurance Co., XL Specialty Insurance Company and  
RLI Insurance Company that provide for a total of $85 million in  
coverage, including both primary and excess coverage.  The  
primary insurance policy written by Federal Insurance Company is  
for $25,000,000 and covers claims made against the directors or  
officers which the directors or officers are legally obligated to  
pay and claims made against the directors or officers, which the  
Debtors may be required or permitted to pay as indemnification.

According to Mr. Ivester, the parties do not anticipate an  
exhaustion of the primary insurance policy, even after the  
payment of the $15,000,000 settlement amount by the primary  
carrier.  An additional $60,000,000 in D&O insurance protection  
will remain in place after implementing the settlement and will  
be available for the protection of Interstate Bakeries' current  
officers and directors.  The Debtors believe that no further  
amount will be at risk because of the class action lawsuit or any  
other released claims.

Mr. Ivester notes that failure to allow the settlement to proceed  
towards final approval and implementation will resume the  
litigation.  This will potentially distract Interstate Bakeries'  
executives from the critical business of stabilizing the Company  
and preparing a reorganization plan that will allow it to emerge  
from bankruptcy as a stronger going concern.  The Plaintiffs  
might also attempt to expand its scope by adding additional  
defendants, including, potentially, current directors and  
officers of Interstate Bakeries, many of whom were at the Company  
during the class period and some of whom signed securities  
filings.  This potentially could expand the burden, expense and  
distraction the Company would suffer from the litigation.

"If the case were to go forward against the Individual  
Defendants, they would incur litigation costs that necessarily  
would be paid under the policy," Mr. Ivester contends.  "In  
addition, in the event of a loss in the litigation, plaintiffs  
would seek to collect from the policies."

"Given the lengthy class period and the extent of plaintiffs'  
claims, such a scenario would present a real risk that the  
[Interstate Bakeries'] directors and officers liability policies  
would be substantially depleted," Mr. Ivester adds.

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


KAISER ALUMINUM: Exclusive Period Extended to April 30
------------------------------------------------------
Pursuant to Section 1121(d) of the Bankruptcy Code, the Kaiser
Aluminum Corporation ask the United States Bankruptcy Court for
the District of Delaware to:

   (1) extend the period during which they have the exclusive
       right to file a plan or plans of reorganization for:

       -- an additional two months, through and including
          April 30, 2005, for four of Kaiser Aluminum & Chemical
          Corporation's subsidiaries that hold interests in joint
          ventures that have been sold or are in the process of
          being sold:

             * Alpart Jamaica, Inc.,
             * Kaiser Jamaica Corporation,
             * Kaiser Alumina Australia Corporation, and
             * Kaiser Finance Corporation; and

       -- an additional four months, through and including
          June 30, 2005, for the remaining 22 Debtors; and

   (2) extending all the periods during which all the Debtors
       have the exclusive right to solicit acceptances for a plan
       for an additional 60 days after the expiration of the
       applicable Exclusive Filing Period, as extended:

       -- through and including June 30, 2005, for the four
          Alumina Debtors; and

       -- through and including August 31, 2005, for the 22
          Remaining Debtors.

The Debtors need a further extension of the Exclusive Periods so
that they can continue, and bring to a successful conclusion, the
substantial progress they have made in resolving numerous issues
associated with their restructuring.

The Official Committee of Unsecured Creditors supports the
Debtors' request for a two-month extension for the Alumina
Debtors, whose disclosure statements are currently scheduled for
hearing on February 23, 2005, and for a four-month extension for
the Remaining Debtors.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, tells the Court that the Debtors have made
considerable progress on several important issues that together
will pave the way for the Debtors to formulate and proceed with
plans of reorganization or liquidation for all Debtors.  Among
other things, the Debtors have:

   (a) reached an agreement with the Creditors Committee on the
       resolution of issues relating to intercompany claims among
       the Debtors, which is currently scheduled for an
       evidentiary hearing on January 31, 2005;

   (b) filed disclosure statements and plans of liquidation for
       the Alumina Debtors;

   (c) obtained Court approval of a comprehensive settlement
       agreement with the Pension Benefit Guaranty Corporation
       that resolves pension plan issues and related claims;

   (d) obtained Court approval, subject finalization of a form of
       order, of amended agreement with the United Steelworkers
       of America that resolves retiree medical and pension
       issues relating to USWA retirees;

   (e) obtained Court approval of a seventh amendment to the
       Debtors' postpetition debtor-in-possession credit
       agreement, which facilitated, among other things, the
       execution of the Intercompany Settlement Agreement and the
       sale of certain of the Debtors' commodities businesses;
       and

   (f) negotiated an agreement in principle with the Official
       Committee of Asbestos Claimants and Martin J. Murphy, the
       legal representative for future asbestos claimants that
       resolves their objections to the Intercompany Settlement
       Agreement and provides for the creation and funding of a
       trust or trusts for asbestos and other personal injury
       claims and demands under a plan or reorganization for
       KACC.

                          Action Plan

Mr. DeFranceschi informs the Court that the Debtors are currently
proceeding in earnest on multiple fronts to advance their progress
toward a successful reorganization.  Accordingly, the Debtors
anticipate using the Extensions to:

   (a) obtain Court approval of the Intercompany Settlement
       Agreement;

   (b) obtain confirmation of, and consummate, the plans of
       liquidation for the Alumina Debtors;

   (c) finalize negotiations with the Asbestos Committee, and
       Asbestos Representative, and reach agreement with the
       Silica Representative, regarding the consensual resolution
       of the Debtors' asbestos and other tort liabilities; and

   (d) negotiate other plan or reorganization matters with
       various parties that will permit the Remaining Debtors to
       proceed expeditiously with the promulgation of a plan of
       reorganization.

The Debtors, Mr. DeFranceschi says, remain hopeful that a
consensual plan or reorganization can be filed before the
expiration of the requested Exclusive Filing Period extension.  
Nevertheless, the Debtors expressly reserve their right to request
future extensions as required.

Judge Fitzgerald will convene a hearing on February 28, 2005, at
1:30 p.m. to consider the Debtors' request.

Headquartered in Houston, Texas, Kaiser Aluminum Corporation --
http://www.kaiseral.com/-- operates in all principal aspects of  
the aluminum industry, including mining bauxite; refining bauxite
into alumina; production of primary aluminum from alumina; and
manufacturing fabricated and semi-fabricated aluminum products.
The Company filed for chapter 11 protection on February 12, 2002
(Bankr. Del. Case No. 02-10429).  Corinne Ball, Esq., at Jones
Day, represent the Debtors in their restructuring efforts.  On
June 30, 2004, the Debtors listed $1.619 billion in assets and
$3.396 billion in debts.  (Kaiser Bankruptcy News, Issue No. 58;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


KAISER ALUMINUM: Inks Term Sheet Resolving Asbestos Tort Claims
---------------------------------------------------------------
Kaiser Aluminum has filed with the U.S. Bankruptcy Court for the
District of Delaware a term sheet executed on Jan. 26 between
Kaiser and other parties concerning the resolution and treatment
of personal injury claims and demands within the context of a Plan
of Reorganization that the company expects to file within the next
several months.

The term sheet was filed as an attachment to a proposed amendment
to Kaiser's pending Intercompany Settlement Agreement (ISA), which
is the subject of Bankruptcy Court hearings scheduled to begin on
Feb. 1.  As a result of the execution of the term sheet, the
proposed amendment, and certain other agreements, all parties
either have withdrawn or will withdraw their objections to the
ISA.

Parties to the term sheet, in addition to Kaiser, are the
Unsecured Creditors Committee, the United Steelworkers of America,
the Pension Benefit Guaranty Corporation, the Official Committee
for Asbestos Claimants, the Representative for Future Asbestos
Claimants, and the Representative for Future Silica and Coal Tar
Pitch Volatiles Claimants.

Broadly speaking, the term sheet contains these elements:

   -- The company's Plan will provide for the creation of a trust
      or trusts that will be funded as described and will assume
      the liability for covered personal injury claims (as
      defined), with appropriate channeling injunctions pursuant
      to Sections 524(g) and Section 105 of the Bankruptcy Code to
      become effective upon confirmation of the Plan.

   -- Covered personal injury claims include asbestos claims and
      demands, silica claims and demands, coal tar pitch volatiles
      claims and demands, and noise-induced hearing loss claims.

Assets to be contributed to the trust(s) will include:

   -- Proceeds from future postpetition insurance settlements for
      covered personal injury claims, through the effective date
      of the Plan, together with the amounts currently held in
      Court-established escrow accounts;

   -- Rights to proceeds under certain insurance policies as to
      covered personal injury claims;

   -- Assumption by the trust(s) of the responsibility for and
      right to control litigation and settlement of insurance
      coverage litigation for covered personal injury claims after
      consummation of Kaiser's POR;

   -- $13 million in cash from the company;

   -- Distributions in respect of 75% of the prepetition,
      unsecured intercompany claim held by Kaiser Finance
      Corporation (KFC) against Kaiser Aluminum & Chemical
      Corporation (KACC), which shall be in the form of equity of
      the reorganized Kaiser Aluminum;

   -- 100% of the stock of a subsidiary of KACC, whose sole asset
      will be a piece of real property that produces modest rental
      income.

The term sheet also expressly acknowledges that there are
conditions precedent to the POR, including Bankruptcy Court
approval of the proposed ISA with the proposed amendment to the
ISA, and that there are other terms of the pending POR that have
not been agreed upon by certain of the parties.  Also, the
proposed amendment to the ISA is subject to approval by the
lenders under the company's current Debtor-in-Possession credit
facility.

Headquartered in Houston, Texas, Kaiser Aluminum Corporation --
http://www.kaiseral.com/-- operates in all principal aspects of  
the aluminum industry, including mining bauxite; refining bauxite
into alumina; production of primary aluminum from alumina; and
manufacturing fabricated and semi-fabricated aluminum products.
The Company filed for chapter 11 protection on February 12, 2002
(Bankr. Del. Case No. 02-10429). Corinne Ball, Esq., at Jones
Day, represent the Debtors in their restructuring efforts. On
June 30, 2004, the Debtors listed $1.619 billion in assets and
$3.396 billion in debts. (Kaiser Bankruptcy News, Issue No. 57;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


LAIDLAW INTERNATIONAL: Posts Fiscal-Year 2004 Segment Revenues
--------------------------------------------------------------
In a Form 10-K filed with the Securities and Exchange Commission,  
Kevin E. Benson, Laidlaw International, Inc.'s President, Chief  
Executive Officer, and Director, provides updates on Laidlaw's  
five reportable segments for 2004:

A. Education Services

   Mr. Benson discloses that the approximate percentage of
   education services revenue generated by type of service
   provided for the year ended August 31, 2004, is:

      Home-to-school         88%
      Extra-curricular        5%
      Charter & transit       4%
      Other                   3%
                           ------
                            100%

   Revenue was down slightly in fiscal 2004 compared to the year
   ended 2003.  The effect of $101 million of lost business, half
   of which was due to the loss of Laidlaw's contract with the
   City of Boston, was largely offset by new contracts, price
   increases, and the strengthening of the Canadian currency
   relative to the U.S. dollar.  The effect of the increase in
   the Canadian currency increased revenues 1.1% over 2003.

   In fiscal 2004, EBITDA was $6.4 million higher than the year
   ended August 31, 2003.  The improvement in EBITDA was due to
   lower accident claims costs, and a favorable Canadian exchange
   rate, offset somewhat by an increase in fuel prices.  All of
   these changes had the impact of improving education services
   EBITDA margin to 19.2% from 18.7%.

                            Employees

   As of August 31, 2004, the education services segment had
   45,000 employees, with 95% of these employees involved
   directly in operations, primarily as drivers, mechanics, and
   bus monitors.  Part-time employees comprise approximately 80%
   of all employees.  Approximately 43% of Laidlaw employees are
   represented by over 170 collective bargaining agreements.
   Laidlaw believes that its relations with the employees and
   their collective bargaining organizations are good.  The
   existence of many local union contracts limits the impact of
   any individual labor disruption on the operations.

                          Vehicle Fleet

   The education services business owns in excess of 38,000 buses
   and support vehicles and operates 2,000 customer-owned buses.
   The average age of its current bus fleet is 6.5 years.  Fleet
   replacements are based on contract requirements, age, and
   useful life of the vehicle.  During fiscal 2004, over 2,500
   units were purchased at an average cost of $49,000.  The size
   and similarity of the fleet provides the segment with
   flexibility to re-deploy buses to different locations to
   fulfill the requirements of new or existing contracts.

                              Fuel

   The segment's operating costs historically have been only
   marginally affected by the fluctuations in the price of fuel.
   During fiscal 2004, 70 million gallons of fuel were consumed
   in the education services business operation.  The segment
   purchased 56 million gallons with the cost of the fuel
   representing 4% of its revenues.  The remaining 14 million
   gallons used in operations were supplied by the school
   districts themselves.  To mitigate the effect of price
   fluctuations the segment incorporated two-way fuel cost
   adjustments or escalation provisions in contracts representing
   28% of the fuel purchased last year.  The segment may further
   manage the impact of price increases by entering into forward
   purchase contracts for fuel whereby it agrees to take delivery
   of a set amount of fuel at a fixed price on a future specified
   date.

B. Public Transit Services

   The percentage of public transit services revenue by type for
   the year ended August 31, 2004, is:

      Paratransit       67%
      Fixed-route       29%
      Other              4%
                     -------
                       100%

   During the fiscal year ended August 31, 2004, revenue
   increased 6.1% principally due to the addition of routes and
   services.

   In fiscal 2004, EBITDA was $8.5 million lower than the year
   ended 2003 due to increased accident claims costs as compared
   to the unusually low level experienced in 2003.  Additionally,
   the segment incurred higher compensation expense, primarily
   due to driver shortages, and higher fuel costs compared to
   prior year.  All of these items reduced the segment's EBITDA
   margins to 2.7% from 5.8%.

                            Employees

   As of August 31, 2004, the public transit business had 6,300
   employees, 48% of whom are unionized under 34 collective
   bargaining contracts.  Of the 34 collective bargaining
   contracts, 35% represent 1,000 employees, and are subject to
   renegotiation in fiscal year 2005.  Part-time employees
   consist 15% of the workforce.

   Driver compensation is market-driven and may be specified by
   the local Transit Authority during the competitive bidding
   process.  Laidlaw believes that its relations with the
   employees in its public transit business are good.

                          Vehicle Fleet

   As of August 31, 2004, the segment operated 3,800 revenue-
   generating vehicles, of which Laidlaw owns 1,700, most of
   which are paratransit vehicles.  The remaining units were
   owned and provided by customers.  The fleet consists of vans,
   sedans, body-on-chassis small buses and transit style buses
   configured to the individual requirements of each contract.
   Vehicle life is usually tied to the contract for which the
   vehicle is providing services.

                              Fuel

   Fuel price increases, whenever possible, are passed through to
   customers or are subject to escalation clauses.  Laidlaw
   further mitigates price increases by incorporating language in
   its contracts requiring customers to provide the fuel.  Of the
   11 million gallons of fuel purchased annually, around 62% is
   subject to escalation clauses or passed through to customers.
   In 2004, fuel expense represented 5% of public transit's
   revenues.

C. Greyhound Lines

   The percentage of Greyhound's revenue by type for the year
   ended August 31, 2004, is:

       Passenger service             76%
       Package express                9%
       Tour & charter                 7%
       Food service and other         8%
                                  -------
                                    100%

   Revenue increased 2.2% during the year ended August 31, 2004
   in the Greyhound segment, almost entirely due to a favorable
   Canadian currency exchange rate.  Excluding the effect of
   foreign currency, revenue was basically flat in fiscal 2004
   compared to fiscal year ended August 31, 2003, as an increase
   in tour and charter revenue from new contracts was mostly
   offset by lower passenger revenue as driven miles were
   reduced.  The reduction in miles driven in fiscal 2004 is due
   to the segment's focus on improving profitability by reducing
   lower yielding long distance trips, mainly through pricing
   actions.

   During the year ended August 31, 2004, EBITDA was $20.4
   million better than the year ended August 31, 2003.  The
   improvement in Greyhound's EBITDA is primarily due to its
   continued focus on improving revenue per mile and reducing
   operating costs.  Greyhound continued to take actions to
   improve revenue per bus mile by increasing ticket prices,
   particularly for long haul travel, shifting the mix of
   passengers toward higher yielding short and medium haul travel
   and reducing bus miles.

   Since over 70% of Greyhound's wages are variable with bus and
   passenger miles, the improvement in revenue per bus mile has
   resulted in a reduction in compensation costs as a percent of
   revenue.  Some of the reduction in compensation cost was
   offset by increases in fuel costs and accident claims costs.
   Overall, the initiatives taken by Laidlaw have improved EBITDA
   margins to 7.1% in fiscal 2004 compared to 5.6% in fiscal
   2003.

                            Employees

   As of August 31, 2004, Greyhound employed 14,200 workers,
   consisting primarily of 5,600 drivers, 5,200 terminal
   employees and information agents, 1,000 mechanics, and 2,400
   management and administrative staff.  Of the total workforce,
   83% are full-time employees and 17% are part-time employees.

   At August 31, 2004, 50% of Greyhound employees were
   represented by collective bargaining agreements.  Greyhound
   has agreements with a number of unions, however, the largest
   agreement is with the Amalgamated Transit Union Local 1700.
   This agreement covers 4,400 of Greyhound's U.S. employees,
   mostly drivers and maintenance employees, and expires on
   January 31, 2007.  Laidlaw believes that its relations with
   employees at Greyhound are good.

                          Vehicle Fleet

   During the 12 months ended August 31, 2004, Greyhound took
   delivery of 46 new buses and retired 194 buses, resulting in a
   fleet of 3,600 buses, of which 2,000 buses were owned and
   1,600 were leased.  The average age of Greyhound's bus fleet
   was 8.0 years at August 31, 2004.  The majority of the buses
   added to the Greyhound fleet in fiscal 2004 were acquired
   through operating leases rather than direct purchase.

   Greyhound has a long-term supply agreement with Motor Coach
   Industries, Inc., that extends through 2007, but may be
   canceled by either party at the end of any year upon six
   months' notice.  If Greyhound acquires new buses, it must
   purchase at least 80% of the new bus requirements from MCI
   pursuant to the agreement.

                              Fuel

   During fiscal 2004, Greyhound purchased 56 million gallons of
   fuel.  The fuel expense represented over 6% of Greyhound's
   revenue.  Greyhound may mitigate some of the impact of fuel
   cost increases by entering into forward purchase contracts,
   although currently Greyhound has no outstanding contracts.

   Additionally, rising fuel costs have at times allowed
   Greyhound to increase average ticket prices and declining fuel
   costs have at times required Greyhound to lower ticket costs,
   thus, providing some further hedge against fuel price
   fluctuations.

   Due to the effect general economic conditions may have on the
   discretionary spending levels of Greyhound's customers and the
   competitive nature of the transportation industry, Greyhound
   is not always able to pass on increased fuel prices to its
   customers by increasing its fares.  Likewise, increased price
   competition and lower demand because of a decline in out-of-
   pocket costs for automobile use may offset any potential
   benefit of lower fuel prices.

                            Regulation

   As a motor carrier engaged in interstate as well as intrastate
   transportation of passengers and express shipments, Greyhound
   is registered with the Department of Transportation, and is
   also regulated by its Surface Transportation Board.  Greyhound
   is also subject to state regulations that are consistent with
   federal requirements.  Greyhound is subject to regulation
   under the ADA pursuant to regulations adopted by the DOT.

   The regulations require that all new buses acquired by
   Greyhound for its fixed route operations must be equipped with
   wheelchair lifts.  Additionally, by October 2006, one-half of
   the U.S. fleet involved in fixed route operations will be
   required to be lift-equipped.  By October 2012, the fleet must
   be entirely lift-equipped.  Carriers are permitted to retrofit
   their existing buses or purchase wheelchair accessible new or
   used buses to meet the 50% and 100% mandates.

   At August 31, 2004, 18% of Greyhound's U.S. fleet deployed in
   fixed route operations were wheelchair lift-equipped.  To meet
   the 50% requirement by October 2006, and assuming no change in
   current fleet size, Greyhound must replace or retrofit 818 of
   its non-lift-equipped buses over the next two years.  Should
   Greyhound reduce the size of the fleet over the next two
   years, it would likely dispose of non-lift equipped buses
   which would reduce the aggregate number of buses which would
   need to be replaced or retrofitted.  Currently, the added cost
   of a built-in lift device in a new bus is $35,000 plus
   additional maintenance and employee training costs.

D. Healthcare Transportation Services

   The percentage of American Medical Response's revenue by type  
   for the year ended August 31, 2004, is:

       Emergency 911 response        57%
       Non-emergency transports      32%
       Other                         11%
                                   ------
                                    100%

   The 3.9% increase in revenue during the year ended August 31,
   2004, is primarily due to an increase in ambulance transports
   which more than offset a decline in wheelchair transports.

   In fiscal 2004, EBITDA was $23.2 million higher than 2003
   principally due to improved accident and insurance claims
   costs from unusually high levels in 2003.  The benefit from
   increased revenues was offset by increases in compensation
   costs caused by higher wage rates and healthcare costs.  Most
   of the wage rate increases were driven by shortages of
   paramedics and scheduled union wage increases.  Overall,
   EBITDA margins have improved to 8.2% in fiscal 2004 from 6.2%
   in fiscal 2003.

                            Contracts

   AMR provides most of its emergency ambulance response services
   pursuant to contracts with counties, fire districts and
   municipalities.  These contracts typically appoint AMR as the
   exclusive provider of emergency ambulance services in a
   designated service area and require AMR to respond to every
   emergency medical call within that area.  Contracts are
   typically three to five years in length and are generally
   obtained through a competitive bidding process.  In some
   instances where AMR is the existing provider, communities
   elect to renegotiate existing contracts rather than initiate
   new bidding processes.  Contracts with hospitals and other
   facilities and organizations for non-emergency services are
   typically two years in length.

   Revenue from AMR's contracts with communities and healthcare
   providers is typically collected from invoices generated by
   AMR for each patient transport.  In some cases, revenue is
   based on negotiated fees paid periodically by the community,
   and patients are then billed directly by the community.

   Most emergency or 911 contracts are granted exclusive supplier
   status through the issuance of a certificate of need or a
   public service agreement.  Some municipalities divide
   requirements into service zones.  Exclusive supplier status
   agreements are linked to service level measurements regarding
   response times and performance.  Some municipalities also
   govern or set rates that may be charged for the ambulance
   services.

   As of the end of fiscal year 2004, AMR had nearly 150
   agreements with municipal or county public safety agencies to
   provide contracts for emergency 911 response and more than
   3,000 client relationships to provide non-emergency, critical
   care and wheelchair transports.  Laidlaw's largest contract
   with a community represents less than 4% of AMR's total net
   revenue.

                            Employees

   Approximately 72% of AMR's 17,800 employees have daily contact
   with patients and include 4,400 paramedics, 7,400 emergency
   medical technicians and 300 nurses.  The remaining 5,700
   employees perform support functions like field administration,
   dispatch, billing and other administrative duties.
   Approximately 74% of AMR's work force is full-time and 26% is
   part-time.

   Approximately 48% of AMR's employees are represented by 46
   collective bargaining agreements with 21 different unions.
   Nine of the existing collective bargaining agreements,
   representing 1,200 employees, are subject to renegotiation
   during fiscal year 2005.  Laidlaw believes that relations with
   its ambulance services employees are good.

                          Vehicle Fleet

   As of August 31, 2004, AMR operated over 4,400 vehicles, of
   which 3,300 are ambulances, 600 are wheelchair vans, and the
   remainder are support vehicles.  Ambulances are generally
   replaced every eight years, or as provided in specific
   contracts.  In fiscal 2004, AMR purchased 354 vehicles at an
   average cost of $57,000. The average age of its active fleet
   is four years.

E. Emergency Management Services

   An estimated 93% of EmCare's revenue is derived from
   emergency management services with the remainder derived from
   hospitalist and other services.

   The 14.4% increase in revenue during the year ended August 31,
   2004 is primarily attributable to an increase in the number of
   patient visits from new contracts.

   EBITDA increased $6.8 million during the year ended August 31,
   2004, compared to the year ended August 31, 2003.  The
   additional contribution from increased sales more than offset
   an increase in compensation costs, due to the higher number of
   physicians needed to serve the new contract base and an
   increase in long-term incentive plan costs.  Overall, EBITDA
   margins improved to 6.5% in fiscal 2004 from 6.1% in fiscal  
   2003.

                            Employees

   EmCare retains its medical professionals as employees or as
   independent contractors.  Currently, EmCare employs 4,100
   people, which include 3,000 medical professionals under
   contract.  Approximately 2,600 physicians, 200 physician
   assistants and 200 nurse practitioners are affiliated with
   EmCare as employees or independent contractors.  Of the
   physicians affiliated with EmCare, 95% are Board certified.

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

                          *     *     *

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

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


LAIDLAW INT'L: Review of First Full Year of Operations
------------------------------------------------------
Fiscal 2004 was Laidlaw International, Inc.'s first full year of  
operations after it emerged as the successor company from the  
reorganization of Laidlaw Inc.  According to Kevin E. Benson,  
Laidlaw's President, Chief Executive Officer and Director, the  
company began year 2004 with:

   * a newly constituted board of directors;  

   * an energized management team; and  

   * a business plan that was directed towards enhancing the  
     operational performance of each of its business segments.

Mr. Benson relates that Laidlaw's first step was a strategic  
review to assess the performance of each of the businesses.  This  
included a determination of each business units' position within  
its industry -- its relative strengths and weaknesses, and the  
potential to optimize its performance.  Laidlaw established with  
each of the business unit management teams a framework for  
detailed operational reviews, set financial targets for the  
fiscal year, and held monthly meetings to monitor progress and  
make changes where necessary or prudent.

                       Education Services

The focus for education services was on improving operating  
margins and more effectively managing the capital employed across  
its nearly 500 branches and 40,000 school buses.  A detailed  
review of operations identified a number of areas where Laidlaw  
believes costs could be reduced or revenue could be enhanced  
through the centralization of administrative and financial  
services and the utilization of technology.  Operational changes  
flowing from the review will take a number of years to fully  
implement, but should enable Laidlaw to continue to deliver the  
same quality product for which it is known, while addressing the  
price constraints set by its customers.

Contracts that failed to meet acceptable returns were identified  
and placed on a watch list.  As these contracts expire, a pricing  
committee will establish the minimum rates required, taking into  
account the capital employed in each contract.

                            Greyhound

Greyhound Lines, Inc., has been under severe financial pressure  
for the past several years.  Since Laidlaw was restricted to fund  
Greyhound in its exit financing, Greyhound had to take immediate  
steps to stabilize its financial condition.   

Greyhound undertook a number of actions to contain costs and  
enhance revenue.  These included a downsizing of operations that  
led to reductions in overheads, the network and fleet, as well as  
the implementation of a more flexible pricing strategy.  At the  
same time, Greyhound negotiated an extension in its bank  
financing and a three-year, no cost increase, labor contract with  
its drivers.   

While these moves began to stabilize Greyhound financially, a  
more elaborate network overhaul is still required.  Mr. Benson  
says a number of changes are being implemented to bring about  
this overhaul and will continue for the next two years.  These  
changes address the reality that Greyhound, as the operator of  
expensive intercity coaches, cannot afford to deviate from its  
core competency of safe, reliable intercity transit, especially  
when considering the realities of a weakened travel market post  
the September 11 terrorist attacks.

                      Healthcare Operations

Laidlaw's healthcare operations were placed under new management  
during its predecessor's reorganization and were already showing  
good improvements in all areas of their operations.  The focus  
for the year 2004 has been the development of technology that  
should enable the ongoing reduction in unit costs, as well as the  
enhancement of all aspects of services.  Core processes, like  
billing, were further centralized and streamlined and American  
Medical Response began the rollout of Electronic Patient Record  
technology to capture and retain vital patient and treatment  
information.  At Emergency Management Services, a focus on  
customer retention and on offering unique contracts designed to  
meet specific customer needs, resulted in significant top-line  
revenue expansion and bottom line growth, adding new contracts  
for hospital emergency department services and expanding  
contracts to include "hospitalist" services.

                         Public Transit

Mr. Benson reports that revenue at public transit grew as it was  
no longer hindered by municipal contract eligibility requirements  
tied to the former parent company's restructuring.  An enhanced  
driver training program and revised safety education resulted in  
a much-improved safety record and saw the company regain its  
status as one of its industry's leading suppliers of municipal  
and community transport.

                        Strategic Review

As a holding company of five distinct businesses, Laidlaw  
initiated a process to evaluate the role of each of the  
businesses within its portfolio.  The strategic review of its  
holdings was undertaken to identify potential opportunities to  
deliver value to the shareholders.  As a result of the evaluation  
process, Mr. Benson says there may be changes, from time to time,  
to the portfolio of businesses Laidlaw operates.

During the year 2004, Laidlaw revised the management reward  
programs within the business segments to more closely align  
management and shareholder interests.  As a result, employee  
incentive programs now incorporate the relevant costs of capital,  
ensuring that business unit management is focused on pursuing  
those new business opportunities or renewal of existing business  
relationships where an appropriate return on capital is provided.

Mr. Benson states that the performance of each of the business  
units improved during 2004 resulting in the improved performance  
of Laidlaw as a whole.

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

                          *     *     *

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

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


MASONITE INTL: Eminence Capital Opposes Stile Acquisition Buy-Out
-----------------------------------------------------------------
Eminence Capital, LLC, presented this entire content letter to the
Board of Directors of Masonite International Corporation on
January 26, 2005:
    
   "As you may know, Eminence Capital LLC is a significant
shareholder of Masonite International Corporation, owning
approximately 3.8% of its outstanding common shares.

    "We are writing to you because we strongly oppose the
announced leveraged buyout of Masonite by Stile Acquisition Corp.,
an affiliate of Kohlberg Kravis Roberts & Co. -- KKR.  We think
the company is worth far more than the C$40.20 per share purchase
price.  Also, based on our review of the proxy, we believe that
the Special Committee of the Board of Directors, in reaching its
conclusion that the offer is substantively fair to the
shareholders of Masonite, relied upon factors and assumptions that
were materially inconsistent with management's recent comments to
shareholders about those same factors and assumptions.

    "We believe Masonite -- MHM -- is worth at least C$50 per
share.  This can be supported by the same valuation techniques
used in the analysis your investment banker prepared for the
Special Committee of the Board of Directors.  Our analysis,
however, points out several inconsistencies and flaws we see in
the analysis performed by the banker.
    
    "These inconsistencies and flaws are:

    "(1) Management of the Company supplied your banker with
         financial projections that were very inconsistent with
         statements your CEO Phil Orsino and Executive VP Larry
         Repar made to shareholders of the Company as recently as
         October 20, 2004.  Management's projections used by your
         banker appear to assume an internal revenue growth rate
         of 1% - 3% compared to the 7% - 10% growth rate
         management discussed on its July and October earnings
         calls.  We performed LBO and DCF analyses using the
         assumptions presented in the proxy, however, assuming an
         internal growth rate of 7% (the low-end of management's
         range) and we calculate the mid-points of fair value at
         C$48 per share in the LBO analysis and C$53 per share in
         the DCF analysis.  These values are C$7 -- C$10 per share
         higher than the values (mid-points) your banker derived
         in its analysis.
    
    "(2) Your banker applied a 20% to 35% discount to the
         comparable company multiple when valuing MHM because MHM
         has historically traded at a discount to its US peers.  
         We believe that based on MHM's leading market position,
         solid internal growth rate and strong cash flow, the
         company is worth at least a comparable multiple to its US
         peers.  Using the same EPS figure as your banker used in
         its analysis, US$2.71 per share, we calculate a fair
         comparable company value of C$48.00 per share.  This
         assumes no control premium though one is clearly
         justified.
    
    "(3) Your banker used an LTM EBITDA figure that was not
         adjusted for the full-year effect of acquisitions that
         MHM consummated in the last nine months.  When we value
         MHM's LTM EBITDA, adjusted for acquisitions, at the same
         multiple as the peer group presented in the proxy (no
         discount applied) we arrive at a value of C$46.00 per
         share, again assuming no control premium.  This value is
         C$13.50 per share higher than the mid-point price in your
         banker's analysis.
    
    "We find it disconcerting that your banker (the Special
Committee's financial advisor) was supplied financial projections
by management that were significantly below the very targets
management spoke about on its conference calls with investors as
recently as October 20, 2004.  These projections were also well
below the projections management originally supplied to KKR, also
in October 2004.  Specifically, the projections supplied to the
investment bankers for purposes of determining "Fairness"
incorporate internal revenue growth assumptions far below levels
that management publicly spoke about on its two most recent
earnings conference calls.

    "We have provided the inconsistencies between the organic
revenue growth rate assumptions provided by the Company to its
banker and what was said to the public on the July 19th, 2004 and
October 20th, 2004 conference calls.
    
    "Organic Growth Discussion:
    
     The projections supplied to your banker for the purpose of
their fairness opinion assumed a compounded annual growth rate -
CAGR -- in total revenues from 2005 to 2009 of 6.3%.  This growth
rate included revenue added through US$100 million per year of
acquisition spending.  Backing out these acquisitions, this
forecast implies internal revenue growth of 1% to 3%, far below
management's recent projections of 7% to 10%.
    
    "On the July 19, 2004 conference call with investors(1), your
CEO Phil Orsino stated:

    "'Well, you know, what we targeted and what we talked about
was that over the next three to five years that we could achieve
growth of 7 to 10% top line.  And we are still very, very
confident in those target ranges.'
    
    "On the October 20, 2004 conference call, management continued
to support this target growth rate:
    
    "Question from sell side analyst:  'What's the outlook for
organic growth in your assessment right now for sales growth in
2005?  Can we do double-digit-plus?'
    
    "Answer from Larry Repar:  'We are maintaining the targets
that we have discussed throughout the year -- organic growth
ranging between 7 and 10 percent, and we are going to maintain
that target for 2005.'
    
    "Answer from Philip Orsino:  'I mean, if economic conditions
continue to be similar to what they are at this point in time,
then obviously in the same way that we broke through that range,
so far this year we could continue to break through that range
going into next year as well.'
    
    "Given the above, we believe that the financial projections
and valuation multiples used to evaluate the fairness of KKR's
offer were significantly understated.  We do not agree that the
current offer reflects a fair price for the Company and believe
the Company is worth at least C$50 per share based on a number of
valuation parameters.  Moreover, we are troubled by the sudden
change in management's outlook for the business and would note
that as participants in the transaction, management has a conflict
of interest.

    "We intend to vote against the transaction as currently
configured.  Should we and other shareholders vote this
transaction down, we strongly urge the Board of Directors of the
Company to take one of the following actions:
    
    "(1) Execute management's recently stated plan without any
         further disruptions and accelerate the Company's recently
         announced share repurchase program, possibly through a
         Dutch Auction; and
    
    "(2) Implement a leverage recapitalization of the Company and
         pay a significant special dividend to current
         shareholders.
    
    "We have always been a supportive shareholder of the Company
and believe the Company is a well-managed business with favorable
growth prospects.  We are disappointed by the value that is being
offered by KKR and the management team and find it disappointing
in this day and age that you have recommended that KKR and
management insiders acquire the Company, and its upside potential,
for an inadequate price.  We also believe that other significant
shareholders share our concerns about the transaction.
    
Masonite is a unique, integrated building products company with
its Corporate Headquarters in Mississauga, Ontario, Canada and its
International Administrative Offices in Tampa, Florida.  Masonite
operates more than 70 facilities with over 12,000 employees
worldwide, spanning North America, South America, Europe, Asia,
and Africa.  Masonite sells its products -- doors, components,
industrial products and entry systems -- to a wide variety of
customers in over 50 countries.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 28, 2004,
Standard & Poor's Ratings Services placed ratings on Mississauga,
Ontario-based Masonite International Corp., including its 'BB+'
long-term corporate credit rating on CreditWatch with negative
implications.  The CreditWatch placement follows the announcement
that it is to be acquired by an affiliate of Kohlberg Kravis
Roberts & Co. -- KKR -- in a transaction valued at C$3.1 billion.


MEDIACOM LLC: S&P Assigns BB- Rating to $1.15BB Sr. Sec. Facility
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' bank loan
rating to the $1.15 billion senior secured credit facility of
various Mediacom LLC subsidiaries.  A recovery rating of '3' also
was assigned to the loan, indicating the expectation for a
meaningful recovery of principal (50%-80%) in the event of a
payment default or bankruptcy.  Mediacom LLC is a subsidiary of
cable TV system operator Mediacom Communications Corp., with which
it is analyzed on a consolidated basis.

The 'BB-' corporate credit rating and all other ratings on
Mediacom and its subsidiaries are affirmed.  The outlook is
stable.

The Mediacom LLC credit facility closed on Oct. 21, 2004, and
initial loan proceeds of $658 million were used to repay and
retire the former Mediacom USA and Mediacom Midwest bank
facilities, as well as for transaction expenses.  The ratings on
the USA and Midwest facilities were withdrawn.

"The ratings on Mediacom continue to reflect mature revenue growth
prospects for video services, competitive pressure on video
customer levels from intense satellite direct-to-home TV -- DTH --
competition, the less lucrative characteristics of the company's
smaller markets, potential for increased competition from
telephone companies, and high financial risk from largely
debt-financed cable system acquisitions and rebuilding projects,"
said Standard & Poor's credit analyst Eric Geil.  "Partly
tempering these factors are the company's good business risk
profile from its position as the still-dominant provider of pay
television services in its markets, revenue growth from high-speed
data, potential growth from cable telephony (which the company
will launch in 2005), and liquidity from modest free cash flow and
substantial bank borrowing availability."


MERRILL LYNCH: S&P Junks Class J Certificates
---------------------------------------------
Standard & Poor's Ratings Services raised its ratings on two
classes of Merrill Lynch Mortgage Investors Inc.'s mortgage
pass-through certificates series 1997-C2.  At the same time,
ratings are lowered on two other classes and affirmed on the four
remaining classes from the same transaction.

The raised and affirmed ratings reflect credit enhancement levels
that provide adequate support through various stress scenarios.   
The lowered ratings reflect the potential losses from assets with
the special servicer, which have increased 137% in balance since
Standard & Poor's last review 14 months ago.

As of the Jan. 11, 2004, remittance report, the collateral pool
consisted of 124 loans with an aggregate principal balance of
$532 million, down from 147 loans totaling $686.3 million at
issuance.  The master servicer, Wachovia Bank N.A., provided
Dec. 31, 2003, net cash flow -- NCF -- DSC figures for 91% of the
pool.  Based on this information, Standard & Poor's calculated a
current weighted average DSC of 1.49x, up from 1.37x at issuance.
When considered without the loans that have paid off, the
remaining loans had an original DSC of 1.48x at issuance.  The
trust has experienced six losses totaling $6.6 million.  Eleven
loans ($39.2 million, 7%) are delinquent and with the special
servicer, CRIIMI MAE, Inc.  The remaining loans in the pool are
current.

The current top 10 loans have an aggregate outstanding balance of
$136.6 million (26%).  The weighted average DSC for the top 10
loans has decreased to 1.35x, down from 1.46x at issuance.  The
decreased DSC occurred largely due to significant performance
declines for second-, third-, and fourth-largest loans, the latter
two of which are on Wachovia's watchlist.

The property securing the second-largest loan is in the midst of a
major renovation, which has improved the competitive position of
the underlying collateral, but has adversely affected the NCF in
the interim.  Standard & Poor's reviewed property inspections
provided by the master servicer for all of the assets underlying
the top 10 loans and all were characterized as "excellent" or
"good."

CRIIMI MAE reports that there are 15 loans ($52 million, 10%) with
the special servicer, an increase from eight loans ($21.9 million,
4%) at the time of Standard & Poor's last review.  Currently, six
of the 11 loans have appraisal reduction amounts -- ARAs -- in
effect totaling $4.6 million.  Details for the four largest loans
are as follows:

   -- The largest specially serviced loan ($9.7 million) is
      secured by a retail property in New Bern, North Carolina.  
      The loan was transferred to CRIIMI MAE Dec. 10, 2004, a due
      to an imminent default after the borrower requested a
      modification and stated payments on the loan would no longer
      be funded.  Property performance declined due to
      deteriorating leasing conditions and the loss of Kmart in
      May 2002.  While Kmart's store was not part of the
      collateral property, the loss of the anchor store has caused
      some in-line stores to vacate the property.  CRIIMI MAE is
      in discussions with the borrower and is reviewing the
      collateral to determine the appropriate resolution strategy.

   -- An office property in Dublin, Ohio secures a $6.7 million
      loan that is more than 90 days delinquent.  The borrower
      hired Grubb & Ellis to manage the property and is not
      contesting CRIIMI MAE's request to use the firm as the
      receiver for the property.  A Sept. 15, 2004, appraisal
      valued the property at $5.2 million.

   -- A multifamily property in Charlotte, North Carolina secures
      a $6.1 million loan that is more than 90 days delinquent.  
      The borrower has attempted to sell the collateral for the
      past two years with no success.  CRIIMI MAE rejected a
      discounted payoff offer -- DPO -- and subsequently scheduled
      a foreclosure sale in March 2005.  An appraisal from
      June 1, 2004 valued the property at $5.2 million.

   -- A 241-unit multifamily property in Dallas, Texas secures a
      $5.1 million loan, which is more than 90 days delinquent.  
      The loan was transferred to CRIIMI MAE due to a monetary
      default brought on by poor market conditions.  The borrower
      is seeking a DPO and a May 14, 2004, appraisal valued the
      collateral at $4.4 million.  An ARA of $768,185 is
      outstanding on the loan.

   -- There are 11 remaining specially serviced loans
      ($24.4 million, 5%).  Of these, two ($4.1 million) are
      secured by REO collateral, two ($6 million) are in
      foreclosure, three ($9.1 million) are more than 90 days
      delinquent, and one ($2.2 million) is 30 to 60 days
      delinquent.  The remaining three specially serviced loans
      ($3.1 million) are current.  Additionally, five of the 11
      loans have ARAs in effect totaling $3.9 million.  Three
      retail ($8.2 million) and three lodging ($6.3 million)
      assets, two multifamily ($2.8 million) and two manufactured
      housing ($2.2 million) assets, and one industrial
      ($4.9 million) property secure the 11 remaining loans with
      CRIIMI MAE.

Wachovia reported a watchlist of 23 loans ($105.2 million, 20%).   
The third-largest loan ($14.2 million) is on the watchlist and is
secured by a 726-unit multifamily property in Fort Worth, Texas.
The property's performance has struggled due to the low interest
rate environment and tenants moving out to buy homes.  While rent
concessions are still offered at the property, occupancy has
steadily increased over the past six months to 92% as of
Dec. 2, 2004.  The fourth-largest loan ($14.1 million) is on the
watchlist and is secured by a 776-pad manufactured home park in
New Castle, Delaware, which is 15 minutes south of Wilmington.  
The property's performance has struggled partially because of poor
home maintenance by several residents, as noted in the
Aug. 19, 2004 inspection, despite an overall "good" inspection
rating.  Sept. 30, 2004 occupancy and DSC were 89% and 0.83x,
respectively.  The majority of the remaining loans are on the
watchlist due to occupancy issues and low DSC levels.

The trust collateral is located across 31 states with only Texas
(14%) and California (12%) accounting for more than 10% of the
pool balance.  Property concentrations greater than 10% of the
pool balance are found in:

               * multifamily (39%),
               * retail (28%), and
               * self-storage (12%) property types.

Standard & Poor's stressed various loans with credit issues as
part of its pool analysis.  The resultant credit enhancement
levels support the revised ratings.
   
                         Ratings Raised
   
             Merrill Lynch Mortgage Investors, Inc.
           Mortgage Pass-Through Certs Series 1997-C2
   
                   Rating
       Class   To           From   Credit Enhancement (%)
       -----   --           ----   ----------------------       
       C       AAA          AA                     21.98
       D       A+           A                      15.53
    
                        Ratings Lowered
   
             Merrill Lynch Mortgage Investors, Inc.
          Mortgage Pass-Through Certs Sseries 1997-C2
   
                   Rating
       Class   To           From   Credit Enhancement (%)
       -----   --           ----   ----------------------
       H       B-           B                       2.63
       J       CCC          B-                      1.34
    
                        Ratings Affirmed
   
             Merrill Lynch Mortgage Investors, Inc.
          Mortgage Pass-Through Certs Sseries 1997-C2
   
            Class   Rating   Credit Enhancement (%)
            -----   ------   ----------------------
           A-2     AAA                      34.89
           B       AAA                      29.73
           E       BBB+                     13.27
           F       BB                        6.18


METRIS: Fitch Rates 2004-2 Class D Secured Notes at 'BB+'
---------------------------------------------------------
Metris Secured Note Trust's $52.8 million class D floating-rate
secured notes are rated 'BB+' by Fitch Ratings.  In addition,
Fitch affirms its outstanding trust ratings indicating that the
issuance of this new tranche will not result in a reduction or
withdrawal of ratings assigned to any series or class of master
trust securities.

The 'BB+' rating assigned to the class D notes is based on the
quality of the Visa and MasterCard receivables pool, available
credit enhancement, Direct Merchants Credit Card Bank, N.A.'s
servicing capabilities, and the sound legal and cash flow
structures.  Credit enhancement supporting the class D secured
notes consists of 13.50% of overcollateralization and a dedicated
note reserve account.

The class D secured notes will receive monthly interest payments
of one-month LIBOR (1mL) plus 3.25%.  Noteholders will receive
monthly interest payments on the 20th business day of each month,
commencing on Feb. 22, 2005.

The ratings address the likelihood of investors receiving full and
timely interest payments in accordance with the terms of the
underlying documents and full repayment of principal by the Oct.
20, 2010, legal final termination date.  The ratings do not
address the likelihood of principal repayment by the expected
maturity date of Oct. 20, 2006, for the class D secured notes.


MORGAN STANLEY: Fitch Assigns Low-B Ratings on 6 Mortgage Certs.
----------------------------------------------------------------
Morgan Stanley Capital I Trust 2005-TOP 17, commercial mortgage
pass-through certificates are rated by Fitch Ratings:

     -- $14,400,000 class A-1 'AAA';
     -- $23,000,000 class A-2 'AAA';
     -- $56,800,000 class A-3 'AAA';
     -- $85,600,000 class A-4 'AAA';
     -- $58,200,000 class A-AB 'AAA';
     -- $576,041,000 class A-5 'AAA';
     -- $74,784,000 class A-J 'AAA'
     -- $20,841,000 class B 'AA';
     -- $7,356,000 class C 'AA-';
     -- $11,034,000 class D 'A';
     -- $9,808,000 class E 'A-';
     -- $6,129,000 class F 'BBB+';
     -- $7,356,000 class G 'BBB';
     -- $7,356,000 class H 'BBB-';
     -- $2,452,000 class J 'BB+';
     -- $3,678,000 class K 'BB';
     -- $3,678,000 class L 'BB-';
     -- $1,226,000 class M 'B+';
     -- $1,226,000 class N 'B';
     -- $2,452,000 class O 'B-';
     -- $7,355,819 class P 'NR';
     -- $980,772,819* class X-1 'AAA';
     -- $962,024,000* class X-2 'AAA'.

* Notional amount and interest only.

Classes A-1, A-2, A-3, A-4, A-AB, A-5, X-2, A-J, B, C, and D are
offered publicly, while classes X-1, E, F, G, H, J, K, L, M, N, O,
and P are privately placed pursuant to rule 144A of the Securities
Act of 1933.  Class P is not rated by Fitch.  The certificates
represent beneficial ownership interest in the trust, primary
assets of which are 108 fixed rate loans having an aggregate
principal balance of approximately $980,772,819 as of the cutoff
date.

For a detailed description of Fitch's rating analysis, please see
the Report titled 'Morgan Stanley Capital I Trust 2005-TOP 17,'
dated Jan. 13, 2005, available on the Fitch Ratings web site at
http://www.fitchratings.com/


NATIONAL BEDDING: Moody's Puts Ba3 Rating on $300M Credit Facility
------------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 rating to National
Bedding Company's new $300 million senior secured credit facility.
The senior implied rating has been affirmed and the senior
unsecured issuer rating has been downgraded to B2 from B1.  
Outlook has been revised to negative.

The ratings assigned are:

   * $75 million secured revolving credit facility at Ba3;

   * $75 million secured term loan A at Ba3;

   * $150 million secured term loan B at Ba3;

The rating affirmed:

   * Senior implied rating at Ba3;

The rating downgraded:

   * Senior unsecured issuer rating to B2 from B1;

The ratings withdrawn are:

   * $60 million senior secured revolver

   * $33 million term loan A

   * $115 million term loan B

The new senior secured credit facilities were recently issued by
National Bedding Company LLC in order to refinance $143 million of
outstanding borrowings under the existing credit facilities and to
fund a $100 million special dividend to the shareholders.

The new senior credit facility ratings and rating affirmation
reflect National Bedding's leading brand name, Serta, and its
competitive market share position in the mattress industry offset
by increased leverage from the transaction, and ongoing margin
pressures.  The senior unsecured issuer rating was downgraded from
B2 to B1 to reflect the increased effective subordination of this
theoretical class of debt and expectations that any potential
future debt issued with these characteristics would have little or
no asset recovery in a distressed scenario.

The rating outlook revision reflects the reduced financial
flexibility arising from the leveraged transaction, a shift in
NBC's historically conservative financial policies and Moody's
belief that EBITDA margins may be slow to recover because of
rising commodity prices and the challenges in improving the
results of the legacy Sleepmaster operations.

Moody's expects December 2004 leverage (funded debt/adjusted
EBITDA) to be approximately 4.0x, an increase from roughly 2.6x
prior to the transaction.  Leverage for 2005 is expected to range
between 3.2x and 3.5x.  Operating margins deteriorated in 2004 to
below 10% because of increased commodity prices, which the company
has not yet fully passed on to its customers, increased costs from
its recent Fireblocker product and legacy Sleepmaster operations
not yet fully efficient.

The increased business and financial risks are mitigated by the
company's new product innovation, Fireblocker product introduced
in 2004, and from favorable demographic trends in the relatively
stable and brand sensitive mattress industry including growth in
home sales, number of rooms per home and disposable income.  While
consumers can defer mattress purchases in the short term,
replacement bedding accounts for about 70% of industry sales and
the average replacement cycle has been relatively steady at just
under 8 years.

The Ba3 rating of the senior secured credit facilities reflects
their senior position in National Bedding's capital structure,
upstream guarantees from domestic subsidiaries and down stream
parent guarantees.  The capital stock and assets of all the
domestic subsidiaries and 65% of such amounts of the foreign
subsidiaries secure the facilities.

Covenants include a maximum leverage ratio, minimum fixed charge
ratio, minimum EBITDA levels and minimum net worth levels. The Ba3
rating on the credit facility is equal to the senior implied
rating because these facilities constitute the majority of the
funded debt of the company.

Moody's will consider positive rating actions if NBC were to
return to its previous strong operating performance generating
EBIT margins approaching 11%, with smooth operational transitions
for its legacy Sleepmaster operations, and applies its cash
generation to debt reductions so that leverage is reduced to
around 3.0x.  Negative ratings actions could be considered through
a sustained reversal in profitability measures so that EBIT
margins remain below 10%, or a change in strategic direction,
which materially impedes debt reduction or compromises the
company's liquidity position.  Negative rating actions could also
be possible if NBC continued its more aggressive financial
management.

National Bedding Company, based in Hoffman Estates, Illinois, is a
major manufacturer of mattresses under the Serta brand name.  Net
sales in 2004 approximated $600 million.


NATIONAL CONSTRUCTION: Posts C$800,000 Net Income in 3rd Quarter
----------------------------------------------------------------
National Construction, Inc., (TSX VENTURE:NAT), reported results
for the third quarter ended November 30, 2004

Revenues increased by 110% from $7.0 million for the three months
ended November 30, 2003, to $14.8 million for the three months
ended November 30, 2004.  This increase was entirely due to an
increase in revenue from the Plant Maintenance Division and
directly attributable to a temporary increase in demand for
services from one customer.  Revenues increased by 29.6% to
$29.3 million for the nine months ended November 30, 2004 from
$22.6 million for the nine months ended November 30, 2003.

For the three months ended November 30, 2004, National achieved a
gross profit of $1.5 million representing 10.4% of total revenue
compared to $1.0 million or 14.8% for the three months ended
November 30, 2003.  For the nine months ended November 30, 2004,
National achieved a gross profit of $2.5 million representing 8.6%
of total revenue compared to $2.1 million or 9.3% for the nine
months ended November 30, 2003.

Selling, General and Administrative Expenses were $598,296 for the
three months ended November 30, 2004 as compared to $596,837 for
the same period last year.  Selling, General and Administrative
Expenses decreased 25.4% to $1.6 million for the nine months ended
November 30, 2004 from $2.1 million for the same period last year.

Interest and bank charges of $50,820 were incurred for the three
months ended November 30, 2004 compared to interest expense of
$57,887 for the same period last year.  Interest and bank charges
of $107,715 were incurred for the nine months ended November 30,
2004 compared to interest revenue of $212,101 for the same period
last year.  Interest on the note and loan due to shareholders for
the three months ended November 30, 2004, was $43,512 compared to
$ 44,614 for the same period last year.  Interest on the note and
loan due to shareholders for the nine months ended Nov. 30, 2004,
was $139,299 compared to $168,707 for the same period last year.

Amortization expenses of $50,874 were incurred for the three
months ended November 30, 2004 compared to $125,083 for the same
period last year.  Amortization expenses of $152,622 were incurred
for the nine months ended November 30, 2004 compared to $328,497
for the same period last year.

The net income for the three months ended November 30, 2004 was
$0.8 million as compared to $0.2 million for the three months
ended November 30, 2003.  The net income for the nine months ended
November 30, 2004, was $0.5 million as compared to a net loss of
$0.3 million for the nine months ended November 30, 2003.

National Construction, Inc., is a multi-trade industrial
construction and maintenance contracting services company
primarily servicing Eastern Canada.  Established in 1941, National
provides piping, mechanical installation, electrical and
instrumentation services to industrial clients, mainly in the
petrochemical and chemical, oil and natural gas, energy, pulp and
paper, and mining and metallurgy sectors.  National also provides
maintenance services for operating facilities in the petrochemical
industry.  National currently has four subsidiaries, National
Construction Group, Inc., National Maintenance, Inc., Auprocon
Limited and Entretien Industriel N-S, Inc., all of which are
wholly owned.

As of August 31, 2004, the Company's stockholders' deficit widened
to C$742,563, from a C$508,081 deficit at Feb. 29, 2004.


NORTEL NETWORKS: Names New CFO & Appoints Interim Controller
------------------------------------------------------------
Nortel Networks Corporation (NYSE:NT) (TSX:NT) appointed Peter
Currie as chief financial officer effective Feb. 14, 2005.  Mr.
Currie is a senior executive with more than 30 years of financial
experience who was most recently vice chairman and chief financial
officer of RBC Financial Group, one of North America's leading
financial services organizations.

"Nortel has recently achieved a very significant financial
reporting milestone and is committed to the ongoing transformation
of its Finance organization and financial systems in a manner
which will meet the highest professional standards and support
shareholder value creation," Mr. Currie said.  "I am very pleased
to join this leadership team in working aggressively to grow the
Company's business and position Nortel well for the future."

This appointment was made following the decision by William Kerr,
the current chief financial officer, to step down from this
position, which he had assumed last year to lead the completion of
the restatement.  At the request of president and chief executive
officer Bill Owens, Kerr has agreed to serve as senior advisor to
the CEO.  In addition to assisting Mr. Currie in the transition to
his role and the ongoing transformation of the Company's finance
organization, Mr. Kerr will also make a strategic contribution to
the Company's plans for market expansion and growth.

                    New Controller Appointed

Separately, Nortel said its controller, MaryAnne Pahapill, has
accepted a financial position outside the company.  Karen Sledge
will assume the role of controller on an interim basis, effective
Feb. 7, 2005, and the Company has initiated a search process to
fill the position permanently.

"As we look toward the future with a focus to growing our business
and extending our industry leadership globally, I am delighted to
have Peter in such a key role," Mr. Owens said.  "He is an
extremely experienced and highly regarded addition to our senior
management team, bringing significant depth in both statutory and
management reporting in Canada and the United States.  I also want
to personally thank Bill and MaryAnne for their extraordinary
commitment and dedication in completing the Company's restatement.  
It was a mammoth task and both of these leaders came into their
respective roles with a specific focus on the completion of the
restatement.  The Board of Directors and management owe them a
huge debt of gratitude."

Mr. Currie is rejoining Nortel as he had previously served as
senior vice president and chief financial officer from 1994 until
early 1997.  From 1979 to 1992, Mr. Currie held a variety of
management positions with the Nortel Finance organization
including General Auditor, Controller and Vice President, Finance
for different business segments.  During his career he has also
held the role of Executive Vice President and Chief Financial
Officer at North American Life Assurance Company.  He serves on
the boards of directors of York University, from which he
graduated with an MBA, Toronto East General Hospital and The C.D.
Howe Research Institute.  In 2003 he was honoured as Canada's "CFO
of the Year" by Financial Executives International (Canada).

Since joining Nortel in 1985, Karen Sledge has held a number of
positions in the Company's Finance organization, including most
recently as assistant controller since 2003.

Mr. Currie has also been appointed chief financial officer and Ms.
Sledge, interim controller, of Nortel Networks Limited, the
Company's principal operating subsidiary.

                        About the Company

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.


NORTEL NETWORKS: S&P Holds B- Rating on Certificate Series 2001-1
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' credit rating
on Nortel Networks Lease Pass-Through Trust certificates series
2001-1 and removed it from CreditWatch with negative implications,
where it was placed Dec. 8, 2004.

The affirmation is based on a valuation analysis of properties
that provide security for the two notes that serve as collateral
for the pass through trust certificates.

The initial rating on the securities relied upon the ratings
assigned to both Nortel Networks Ltd. and ZC Specialty Insurance
Co.  The Dec. 8, 2004, CreditWatch placement followed the
Dec. 3, 2004 withdrawal of the rating assigned to ZC.

The properties are secured by five single-tenant, office/R&D
buildings in Research Triangle Park, North Carolina that are
leased to Nortel (B-/Watch Developing), which guarantees the
payment and performance of all obligations of the leases.  The
lease payments do not fully amortize the notes.  A surety bond
from ZC insures the balloon amount.

Due to the withdrawal of the rating on ZC, Standard & Poor's
current analysis incorporates the rating on Nortel and internal
valuations of the properties, including balloon risk. The
valuations factored in current market data.  The rating will not
necessarily be in alignment with Nortel's due to the balloon risk,
which is no longer mitigated by a rated entity.

A balloon payment of $74.7 million is due at maturity in
August 2016.  If this amount is not repaid, the indenture trustee
can obtain payment from the surety, provided certain conditions
are met.


OCWEN HOME: Fitch Holds Junk Ratings on 2 Mortgage Certificates
---------------------------------------------------------------
Fitch Ratings has taken rating actions on Ocwen Home Equity Loan
Trust issues:

   Ocwen mortgage loan asset-backed certificates, series 1998-
   OFS3

       -- Class A affirmed at 'AAA';
       -- Class M-1 affirmed at 'AA';
       -- Class M-2 affirmed at 'A';
       -- Class B affirmed at 'BBB'.

   Ocwen Residential MBS Corp. mtge. pass-through certs., series
   1999-R1 Group F

       -- Class A1-F, AP-F affirmed at 'AAA';
       -- Class B-1F upgraded to 'AA+' from 'AA';
       -- Class B-2F upgraded to 'A+' from 'A';
       -- Class B-3F affirmed at 'BBB';
       -- Class B-4F downgraded to 'CC' from 'CCC'.

   Ocwen Residential MBS Corp. mtge. pass-through certs., series
   1999-r1 group a

       -- Class A1-A, AP-A affirmed at 'AAA';
       -- Class B-1A upgraded to 'AAA' from 'AA';
       -- Class B-2A upgraded to 'AA' from 'A';
       -- Class B-3A affirmed at 'BBB';
       -- Class B-4A, affirmed at 'BB' and removed from Rating
          Watch Negative;
       -- Class B-5A remains at 'C'.

The affirmations, affecting approximately $28,920,200 of
outstanding certificates, reflect performance and credit
enhancement - CE -- levels that are consistent with expectations.

The upgrades, affecting $8,466,490 of the outstanding
certificates, are due to the significant increase in CE from
original levels.

The downgrade, affecting $1,691,879 of the outstanding class B4-F
certificates of series 1999-R1 Group F, is due to collateral
losses resulting in a decrease in credit enhancement.  The CE
amount of class B4-F has decreased to 3.27% (originally 7.51%).

The series 1998-OFS3 transaction is backed by fixed-rate and
adjustable-rate mortgage loans.  The mortgage pool supporting the
trust is substantially paid down, with the current pool factor at
7.17%.  As of the December distribution, monthly excess spread was
approximately $103,274.  The three-month and six-month average
monthly loss is approximately $85,626 and $80,229, respectively.  
The 90+ delinquencies represent 23.58% of the mortgage pool;
foreclosures and real estate owned represent 15.16% and 2.37%,
respectively.

The series 1999-R1 (Group F and A) transaction is collateralized
by fixed-rate and adjustable-rate seasoned mortgage loans.
Substantially all of the mortgage loans have defaulted in the past
and are re-performing mortgage loans.  The current pool factor for
Group F and Group A is 13% and 17%, respectively.  The current
pool balance of Group F is $10,904,521 and there are 206 mortgage
loans remaining.  

The 90+ delinquencies represent:

       * 55.29% of the mortgage pool;
       * foreclosures 5.61%; and
       * REO represent 1.40%.

The current pool balance of Group A is $11,082,697 and there are
175 loans remaining.  The 90+ delinquencies represent 59.23% of
the mortgage pool; foreclosures and REO represent 5.56% and 0.20%,
respectively. Groups F and A are not cross-collateralized.

Fitch will continue to closely monitor this deal.

Further information regarding delinquencies, losses and credit
enhancement is available on the Fitch ratings web site at
http://www.fitchratings.com/


OMNOVA SOLUTIONS: Fitch Affirms Low-B Ratings on Two Sr. Debts
--------------------------------------------------------------
Fitch Ratings has affirmed OMNOVA Solutions Inc.'s (Omnova) credit
ratings:

     -- $165 million senior secured notes 'B+';
     -- $100 million senior secured credit facility 'BB-';
     -- Rating Outlook Negative.

Omnova's continued weak financial performance and small company
size support the ratings affirmation.  The company has been able
to withstand the pressure from rapidly rising raw material costs,
including costs for styrene, butadiene and PVC resin, by raising
product prices.  However, these cost increases have not yet been
fully offset, so operating margins remain weak.  Omnova is
experiencing some delay in fully recouping raw material cost
increases in part due to its position as a downstream chemical
producer and converter.  For the trailing 12 months ended Nov. 30,
2004, EBITDA-to-interest incurred was 1.3 times versus 1.9x at
year-end 2003.  Total debt-to-EBITDA was to 7x for year-end 2004
compared to 6.5x at year-end 2003.

The Negative Rating Outlook reflects the current operating
weakness and the liquidity impact of the December 2004 credit
facility amendment.  The December 2004 credit facility This
amendment eliminated the fixed charge coverage financial covenant
and increased the revolver's minimum availability to $20 million.  
As a result, revolver borrowing availability has been reduced
during a period of weak operating cash flow generation.  Fitch
expects that Omnova's operating margins will improve in 2005 as
product price increases outpace raw material cost increases.  
Moreover, Fitch expects demand to remain good in the performance
chemicals and building products segments; the timing for
improvement in the decorative products segment remains uncertain.

OMNOVA Solutions Inc. is a specialty chemical producer based in
Fairlawn, Ohio.  The company has leading positions in vinyl
wallcovering, coated fabrics, decorative laminates, and styrene-
butadiene latex.  Omnova's three operating segments are decorative
products, performance chemicals, and building products.  For the
last 12 months ended Nov. 30, 2004, the company had EBITDA of
$26.1 million on sales of $745.7 million.


PACIFIC RIM: Selling Andacollo Asset for $5 Million
---------------------------------------------------
Pacific Rim Mining Corp. (TSX:PMU)(AMEX:PMU) has signed a letter
of intent -- LOI -- to sell its wholly owned subsidiary DMC
Cayman, Inc., to a private arms-length investor subject to
regulatory approval and  completion of a formal final agreement
within 15 days.  The agreement will close within a further 30
days.  DMC Cayman Inc.'s primary holding is the Andacollo gold
mine in Chile, which was officially shut down in December 2000 by
Pacific Rim's predecessor company Dayton Mining Corporation.

Under the terms of the agreement, the purchaser will make staged
payments totalling US$5 million cash under the following schedule:

   * a non-refundable earnest deposit of US$100,000 upon signing
     of the LOI (in transit);

   * US$900,000 upon signing of a final agreement, to be escrowed
     until closing, expected within 30 days of signing of a final
     agreement;

   * US$1 million on June 1, 2005; US$1 million 18 months after
     closing;

   * US$1 million 30 months after closing; and, __$1 million
     36 months after closing.

"We are thrilled to be able to monetize the Andacollo asset at
this time," states Tom Shrake, CEO. "We will use these funds to
expedite our definition drilling program and resource estimate at
the South Minita gold zone by adding a third drill rig to the low
cost El Dorado project.  The newly discovered South Minita gold
zone has the potential to build upon our recently announced
pre-feasibility study results through the definition of new gold
ounces."

Headquartered in Fairfield, California, Pacific Rim Mining Corp.
is a revenue-generating gold exploration company with operational
and exploration assets in North, Central and South America.  The
Company filed for chapter 11 protection on June 10, 2004 (Bankr.
E.D. Cal. Case No: 04-25983).  Robert S. Bardwil, Esq., in
Sacramento, California represent the Debtor in its restructuring
efforts.  When the Company filed for bankruptcy, it reported
estimated assets amounting between $1 Million to $10 Million and
estimated debts amounting between $500,000 to $1 Million.


PARK AVENUE PROPERTIES: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Park Avenue Properties, LLC
        3316 North 180th Street
        Elkhorn, Nebraska 68022

Bankruptcy Case No.: 05-80284

Chapter 11 Petition Date: January , 2005

Court:  District of Nebraska (Omaha Office)

Judge:  Chief Judge Timothy J. Mahoney

Debtor's Counsel: Michael C. Washburn, Esq.
                  Washburn Law, LLC
                  11815 M Street, Suite 202
                  Omaha, Nebraska 68137
                  Tel: (402) 502-1832
                  Fax: (402) 502-2630

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  Unstated

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


PASEO VERDE VILLAGE: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Paseo Verde Village Center, LLC
        1240 East 100 South #103
        Saint George, Utah 84790
        Tel: (435) 632-1837

Bankruptcy Case No.: 05-10522

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

Chapter 11 Petition Date: January 27, 2005

Court: District of Nevada (Las Vegas)

Debtor's Counsel: Robert C. Lepome, Esq.
                  330 South 3rd Street #1100b
                  Las Vegas, Nevada 89101
                  Tel: (702) 385-5509
                  Fax: (702) 385-3417

Total Assets: $6,500,500

Total Debts:  $5,777,813

Debtor's 4 Largest Unsecured Creditors:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
One Cap Properties               Zoning, Bonds           $34,260
5450 West Sahara Avenue          and Fees
2nd Floor   
Las Vegas, Nevada 89146

Las Vegas Civil Engineering      Civil Engineering       $20,000

Western Technologies             Environmental           $12,723
557 West Tompkins Avenue         Reports
Las Vegas, Nevada 89103   

Zion Development                 Business Loan           $10,830


PENN TRAFFIC: Bankruptcy Court Approves Disclosure Statement
------------------------------------------------------------
The Honorable Adlai S. Hardin, Jr. of the U.S. Bankruptcy Court
for the Southern District of New York approved The Penn Traffic
Company's (OTC: PNFTQ.PK) Disclosure Statement with respect to its
First Amended Plan of Reorganization, which was filed on Dec. 23,
2004, subject to the submission of final documentation to the
Court.

The Company will commence its solicitation of votes from its
creditors with respect to the First Amended Plan of
Reorganization.  A hearing with respect to confirmation of the
First Amended Plan of Reorganization is scheduled for March 17,
2005 at 11:00 a.m.  The Company expects to emerge from chapter 11
by the end of March 2005.

Penn Traffic filed for chapter 11 protection on May 30, 2003, in
order to facilitate a restructuring of its operations and debt
load.  Penn Traffic expects to emerge from chapter 11 with
significantly reduced debt and its core business intact, including
109 supermarkets, its wholesale/franchise business and the Penny
Curtiss Bakery.  Upon consummation of the First Amended Plan of
Reorganization:

   -- Penn Traffic's post-petition secured lenders will be repaid
      in full in the approximate amount of $30 million;

   -- Holders of allowed unsecured claims in the approximate
      aggregate amount of $295 million will receive their pro rata
      share of 100% of the newly issued common stock of
      reorganized Penn Traffic, subject to dilution in respect of
      new common stock that may be issued to management of
      reorganized Penn Traffic;

   -- Penn Traffic's existing common stock will be cancelled; and

   -- Up to 10% of the newly issued common stock in Penn Traffic
      will be reserved for issuance pursuant to management
      incentive stock grants.

Cash requirements to satisfy the Company's obligations under the
Plan and its working capital needs going forward will be funded
from borrowings under a new $164 million senior secured exit
financing facility and the proceeds of a $37 million sale-
leaseback transaction with respect to the Company's five owned
distribution centers located in New York and Pennsylvania.  

Robert Chapman, President and Chief Executive Officer of Penn
Traffic, said: "The approval of the Disclosure Statement with
respect to the Company's First Amended Plan of Reorganization is
another key achievement in Penn Traffic's restructuring process.  
We are committed to having our Plan of Reorganization confirmed in
the near future, which will complete the chapter 11 process and
enable Penn Traffic to emerge from bankruptcy on strong footing
for the future."

Headquartered in Rye, New York, The Penn Traffic Company
distributes through retail and wholesale outlets. The Group
through its supermarkets carries on the retail and wholesale
distribution of food, franchise supermarkets and independent
wholesale accounts. The Company filed for chapter 11 protection
on May 30, 2003 (Bankr. S.D.N.Y. Case No. 03-22945). Kelley Ann
Cornish, Esq., at Paul Weiss Rifkind Wharton & Garrison, represent
the Debtors in their restructuring efforts. When the grocer filed
for protection from their creditors, they listed $736,532,614 in
total assets and $736,532,610 in total debts.


PIONEER NATURAL: Establishes New $300M Share Repurchase Program
---------------------------------------------------------------
Pioneer Natural Resources Company's (NYSE: PXD) board of directors
has approved a new share repurchase program authorizing the
purchase of up to $300 million of its common stock, which is
approximately 6% of its current market capitalization.  Pioneer
also completed $92 million in share repurchases during 2004,
buying back 2.8 million shares or approximately 2% of the shares
outstanding.  Pioneer's board of directors has cancelled the
authorization remaining on the prior program.

"Based on [January 26's] closing stock price and our year-end
proved reserve estimates considering the impact of the volumetric
production payments that we announced this morning, we're
essentially buying our own proved reserves at approximately $7.16
per BOE, well below the industry average finding and acquisition
cost.  This very low-risk value play offers a direct means to
provide competitive returns for shareholders while also increasing
the development and exploration upside represented by each share
that remains outstanding," stated Scott Sheffield, Chairman and
CEO.

Rich Dealy, Executive Vice President and CFO, continued, "With the
proceeds from the volumetric production payments, we've exceeded
our $600 million debt reduction target.  These proceeds combined
with those we anticipate from potential Canadian divestitures and
the significant forecasted excess cash flow are expected to add
more than $1 billion of financial flexibility this year."

Pioneer -- http://www.pioneernrc.com/-- is a large independent  
oil and gas exploration and production company with operations in
the United States, Argentina, Canada, Equatorial Guinea, South
Africa and Tunisia. Pioneer's headquarters are in Dallas.  

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 17, 2004,
Standard & Poor's Ratings Services raised its corporate credit and
senior unsecured debt ratings on Pioneer Natural Resources Co. to
'BBB-' from 'BB+'.  The outlook is stable.


PIONEER NATURAL: Marcelo D. Guiscardo Heads Argentina Operations
----------------------------------------------------------------
Pioneer Natural Resources Company (NYSE:PXD) reported that Guimar
Vaca Coca, President of Pioneer Argentina, is retiring after 12
years with Pioneer and its predecessors.  Vaca Coca has led
Pioneer's Argentine Division through an extensive period of
sustained production growth, successfully navigating a difficult
political and fiscal environment and emerging with a strong
outlook for continued growth in production, reserves and
profitability.

Pioneer has appointed Marcelo D. Guiscardo to succeed Vaca Coca as
President of Pioneer Argentina.  Guiscardo has 25 years of
experience in the industry, most recently as President of San
Antonio, a Buenos Aires-based service company that is a Latin
American division of Pride International Ltd.  His prior
experience includes six years as Vice President of Business
Development and Vice President of Exploration and Production with
YPF S.A. in Buenos Aires and 14 years with Exxon, principally in
exploration and production.  He holds a Bachelor of Science degree
in Civil Engineering from Rutgers University.  Guiscardo will
report to Tim Dove, President and COO.

Scott Sheffield, Chairman and CEO, stated, "Guimar has been a
strong steward of Pioneer Argentina for many years and an integral
part of the Company's overall success. We wish him much happiness
in his retirement and his plans to spend more time with his family
and friends."

"We are excited to welcome Marcelo to the Pioneer team and are
pleased to have someone with such extensive industry experience to
fill this important position in Argentina.  With the potential for
significant growth in both reserves and value, this division will
continue to play an important role in Pioneer's value-added growth
strategy," added Tim Dove, President and COO.

Pioneer Natural Resources Company -- http://www.pioneernrc.com/--  
is a large independent oil and gas exploration and production
company with operations in the United States, Argentina, Canada,
Equatorial Guinea, South Africa and Tunisia. Pioneer's
headquarters are in Dallas.  

                         *     *     *

Standard & Poor's currently rates Pioneer Natural's $1 billion
Senior Unsecured Debt at BB.


QUANTEGY INC: Gets Interim OK to Use Lenders' Cash Collateral
-------------------------------------------------------------
The Honorable Dwight H. Williams, Jr., of the U.S. Bankruptcy
Court for the Middle District of Alabama gave Quantegy, Inc., and
its debtor-affiliates interim approval to use the cash collateral
securing repayment of the Debtors' $12 million indebtedness to
Madeleine, LLC, and Wells Fargo Foothill, Inc.

The Debtors need to use the cash collateral to preserve and
enhance the value of their assets.  By utilizing the cash
collateral, the Debtors will be able to negotiate with purchasers
for their assets or businesses as a going concern; or liquidate
their assets and businesses in an orderly fashion.

As adequate protection for the lenders, the Debtors will provide
valid, perfected, first priority, postpetition security interests
and replacement liens.

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 Esq., 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.


RELIANCE GROUP: Gets Court Nod to Hire Deloitte Tax as Advisor
--------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York gave Reliance Group Holdings, Inc., and its debtor-
affiliates permission to employ Deloitte Tax, LLP, as their tax
service provider nunc pro tunc to August 22, 2004.

Paul W. Zeller, President and Chief Executive Officer of the
Company, assures Judge Gonzalez that Deloitte Tax is well
qualified to serve the Debtors.  The Deloitte Tax personnel is
familiar with the Debtors' business and affairs.  Deloitte Tax
will assist with preparation of certain tax returns and reports
for the Debtors' employee benefit plans.

Deloitte Tax will charge the Debtors its customary hourly rates:

      Partner/Principal/Director    $625 per hour
      Senior Manager                $550 per hour
      Manager                       $475 per hour
      Senior                        $400 per hour
      Associate                     $325 per hour

Headquartered in New York, New York, Reliance Group Holdings, Inc.
-- http://www.rgh.com/-- is a holding company that owns 100% of
Reliance Financial Services Corporation. Reliance Financial, in
turn, owns 100% of Reliance Insurance Company. The holding and
intermediate finance companies filed for chapter 11 protection on
June 12, 2001 (Bankr. S.D.N.Y. Case No. 01-13403) listing
$12,598,054,000 in assets and $12,877,472,000 in debts. The
insurance unit is being liquidated by the Insurance Commissioner
of the Commonwealth of Pennsylvania. (Reliance Bankruptcy News,
Issue No. 67; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SALOMON BROTHERS: Moody's Junks Class M & N Certificates
--------------------------------------------------------
Moody's Investors Service upgraded the rating of one class,
downgraded the ratings of five classes and affirmed the ratings of
ten classes of Salomon Brothers Commercial Mortgage Trust 2001-C1,
Commercial Mortgage Pass-Through Certificates, Series 2001-C1 as
follows:

   -- Class A-2, $142,431,534, Fixed, affirmed at Aaa
   -- Class A-3, $514,049,000, Fixed, affirmed at Aaa
   -- Class X, Notional, affirmed at Aaa
   -- Class X-2, Notional, affirmed at Aaa
   -- Class B, $40,490,000, Fixed, upgraded to Aa1 from Aa2
   -- Class C, $40,489,000, Fixed, affirmed at A2
   -- Class D, $11,909,000, Fixed, affirmed at A3
   -- Class E, $14,290,000, Fixed, affirmed at Baa1
   -- Class F, $14,291,000, Fixed, affirmed at Baa2
   -- Class G, $14,290,000Fixed, affirmed at Baa3
   -- Class H, $19,054,000, Fixed, affirmed at Ba1
   -- Class J, $19,054,000, Fixed, downgraded to Ba3 from Ba2
   -- Class K, $7,145,000, Fixed, downgraded to B1 from Ba3
   -- Class L, $7,145,000, Fixed, downgraded to B3 from B1
   -- Class M, $7,145,000, Fixed, downgraded to Caa2 from B2
   -- Class N, $4,764,000, Fixed, downgraded to Caa3 from B3

As of the January 18, 2005, distribution date, the transaction's
aggregate balance has decreased by approximately 9.1% to
$865.7 million from $952.7 million at securitization.  The
Certificates are collateralized by 172 mortgage loans secured by
commercial and multifamily properties.  The loans range in size
from less than 1.0% to 2.3% of the pool, with the top 10 loans
representing 18.7% of the pool.  One loan, representing less than
1.0% of the pool, has defeased and has been replaced with U.S.
Government securities.  Six loans have been liquidated from the
pool resulting in aggregate realized losses of approximately
$9.8 million.

Eight loans are in special servicing, including the Atrium at
Highpoint Loan, which is the pool's largest loan.  The specially
serviced loans represent 5.7% of the pool.  Moody's has estimated
aggregate losses of approximately $7.5 million for all of the
specially serviced loans.  Thirty three loans representing 19.4%
of the pool are on the master servicer's watchlist, including the
third and fourth largest loans -- 90 William Street and Ironwood
Apartments.


Moody's was provided with year-end 2003 borrower financials for
94.1% of the performing loans and partial year 2004 borrower
financials for 69.8% of the performing loans.  Moody's loan to
value ratio -- LTV -- is 86.6%, compared to 88.1% at
securitization.  The upgrade of Class B is due to stable overall
pool performance and credit support buildup.  The downgrade of
Classes J, K, L, M, and N is due to realized and expected losses
from specially serviced loans and LTV dispersion.  Based on
Moody's analysis, 15.1% of the pool has a LTV greater than 100.0%,
compared to 0.0% at securitization.


The top three loans represent 6.7% of the pool.  The largest loan
is the Atrium at Highpoint Loan ($20.3 million -- 2.4%), which is
secured by a 213,000 square foot office building located in
Irving, Texas.  The loan was transferred to special servicing in
October 2003 due to the borrower's request to modify the loan as
part of lease negotiations then underway with Verizon, the
property's sole tenant.  The lease negotiations were not
successful and Verizon vacated the property upon lease expiration
in December 2004.  The property is now 100.0% vacant. The property
is located in the Las Colinas submarket of Dallas, which has an
estimated vacancy rate of 28.2%.  Moody's LTV is in excess of
100.0%, compared to 89.7% at securitization.

The second largest loan is the Van Ness Post Centre Loan
($18.5 million -- 2.2%), which is secured by a 109,000 square foot
mixed use property and an adjacent 144 space parking garage
located in San Francisco, California.  Approximately 70.8% of the
property is occupied by Circuit City and 24 Hour Fitness on leases
expiring in 2010.  The property is 94.0% occupied, compared to
100.0% at securitization.  Moody's LTV is 93.2%, compared to 91.1%
at securitization.

The third largest loan is the 90 William Street Loan
($18.2 million -- 2.1%), which is secured by a 173,000 square foot
Class B office building located in the downtown submarket of New
York City.  At securitization the property was 93.5% leased with
52.8% of the premises occupied by technology and software tenants.  
The property's occupancy has declined since securitization due to
the softness of the technology industry. The property is currently
76.0% occupied.  Moody's LTV is 99.7%, compared to 92.7% at
securitization.

The pool collateral is a mix of:

               * retail (39.1%),
               * office and mixed use (35.8%),
               * multifamily (16.9%),
               * industrial and self storage (6.8%),
               * U.S. Government securities (0.7%),
               * lodging (0.6%), and
               * healthcare (0.1%).

The collateral properties are located in 35 states.  The top five
state concentrations are:

               * California (30.9%),
               * New York (7.0%),
               * Texas (6.6%),
               * Massachusetts (4.8%), and
               * New Jersey (4.4%).

All of the loans are fixed rate.


SCOTIA PACIFIC: S&P Places Ratings on CreditWatch Negative
----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on all
classes of timber-collateralized notes issued by Scotia Pacific
Co. LLC -- ScoPac -- on CreditWatch with negative implications.

The CreditWatch placements reflect Pacific Lumber Co.'s
(CCC+/WatchNeg/--) difficulties in obtaining approval from the
North Coast Regional Water Quality Control Board to move forward
with harvesting on land associated with approved Timber Harvest
Plans -- THP.  (As part of the services agreement between Palco
and ScoPac, Palco provides advice to, consults with, and provides
required assistance to ScoPac with respect to all matters relating
to the preparation and filing of THP's sustained yield plans,
habitat conservation plans, and similar or related plans or
permits by ScoPac, as well as matters relating to compliance with
all federal, state, and local laws, rules and regulations relating
to streams, waterways, wildlife habitat, and endangered species).
The North Coast Regional Water Quality Control Board must grant
waste discharge permits before harvesting can commence.  It is
critical that the permits be granted as soon as possible due to
seasonal logging restrictions later in the year.  Failure to
receive the approvals by the end of February could have serious
consequences for not only Palco, including the possibility that
Palco could file for bankruptcy, but could also place further
stress on the ScoPac transaction.

ScoPac derives substantially all of its revenue from the sale to
Palco of logs harvested from ScoPac's timberlands by Palco
pursuant to a Master Purchase Agreement.  In the event that Palco
were to seek reorganization or other relief under the Bankruptcy
Code, a delay or reduction in the payment of the timber notes may
occur.

Any additional delays in the ability to harvest on ScoPac's
timberlands (and the inability to generate adequate revenue) could
put into question whether ScoPac will have sufficient funds to
make payment of full and timely interest on the July 2005 payment
date.

As of the Jan. 20, 2005, payment date, the amount of outstanding
advances under the line of credit -- LOC -- was $45.9 million.  
The maximum borrowing capacity under the LOC is currently
$55.9 million, leaving $10 million as the amount available under
the LOC.  The aggregate amount of interest that will be due on the
timber notes on the July 2005 payment date will be $27.97 million.  
Consequently, ScoPac will need to generate enough revenue over the
next six months in order to repay, at a minimum, $17.97 million of
borrowings under the LOC (not including accrued interest on the
LOC borrowings) in order to have sufficient borrowing capacity
under the LOC to make the full and timely interest payment in
July 2005.  It should be noted that ScoPac has relied upon
borrowings under the LOC to make payments of interest on the
timber notes in part or in whole since July 2002.

In resolving the CreditWatch placements, Standard & Poor's will
seek to determine the short-term and long-term implications on
harvest levels and revenue, taking into account the difficulties
presently being experienced in gaining the needed harvesting
permits.  Standard & Poor's expects to resolve the CreditWatch
actions within the next two months.
   
             Ratings Placed on CreditWatch Negative
   
                     Scotia Pacific Co. LLC
                  Timber-Collateralized Notes
   
                     Rating
        Class   To              From   Balance ($ mil.)
        -----   --              ----   ----------------
        A-1     BBB-/Watch Neg  BBB-             44.588
        A-2     BB/Watch Neg    BB              243.200
        A-3     B/Watch Neg     B               463.348


SOUTH BRUNSWICK: Committee Wants Poyner & Spruill as Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors of South Brunswick
Water & Sewer Authority asks the U.S. Bankruptcy Court for the
Eastern District of North Carolina, Wilmington Division, to retain
Poyner & Spruill LLP as its counsel.

Poyner & Spruill will:

     a) provide legal advice to the Committee regarding its
        powers and duties;

     b) assist the Committee in evaluating the legal basis for
        the various pleadings that will be filed by the Debtor
        and other parties-in-interest;

     c) investigate the acts, conduct, assets, liabilities, and
        financial condition of the Debtor;

     d) assist the Committee in evaluating the monthly reports
        and evaluate and negotiate the Debtor's or any other
        party's plan of reorganization and any associated
        disclosure statement;

     e) consult with the Debtor and its counsel and
        professionals concerning the administration of the case;
          
     f) commence and prosecute any and all appropriate actions
        and proceedings on behalf of the Committee in this case;

     g) appear in Court to protect the interests of the
        Committee; and

     h) perform all other legal services for the Committee which
        may be necessary and proper in this proceedings.

Terri L. Gardner, Esq., and Lisa P. Summer, Esq., are the lead
attorneys for the Committee.  Ms. Gardner will bill the Debtor
$330 per hour while Ms. Summer will bill $240 an hour.

To the best of the Committee's knowledge, Poyner & Spruill is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

South Brunswick Water and Sewer Authority filed for chapter 9
protection on November 19, 2004 (Bankr. E.D. N.C. Case No.
04-09053-8).  Trawick H. Stubbs, Jr., Esq., and Laurie B. Biggs,
Esq., at Stubbs & Perdue, represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated assets between $1 million and $10
million and debts from $10 million to $50 million.


SOUTHERN MICRO: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Southern Micro Instruments, Inc.
        1700 Enterprise Way, Suite 112
        Marietta, Georgia 30067

Bankruptcy Case No.: 05-61470

Type of Business: The Debtor is a retailer, selling surgical
                  Instruments and supplies.  See
                  http://www.southernmicro.com/

Chapter 11 Petition Date: January 27, 2005

Court: Northern District of Georgia (Atlanta)

Judge: James Massey

Debtor's Counsel: J. Robert Williamson, Esq.
                  Scroggins and Williamson
                  1500 Candler Building
                  127 Peachtree Street, North East
                  Atlanta, GA 30303
                  Tel: 404-893-3880

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Nikon Instruments, Inc.       Trade debt              $1,732,559
P.O. Box 26927
New York, NY 10087

Universal Imaging Corp.       Trade debt                 $43,129
W510179
P.O. Box 7777
Philadelphia, PA 19175

Roper/Photometrics            Trade debt                 $38,971
3440 E. Britannia Dr.
Tucson, AZ 85706

Diagnostic Instruments        Trade debt                 $34,333

Ludi Electronics Products     Trade debt                 $26,455

Quantitative Imaging          Trade debt                 $21,736

Harnamatsu                    Trade debt                 $14,065

United Healthcare             Benefit program            $12,846

Schott Fiber Optics           Trade debt                 $10,425

Chroma Technology             Trade debt                  $7,200

Media Cybernetics, Inc.       Trade debt                  $6,659

SBCL/Hitachi Denshi           Trade debt                  $6,247

Modulation Optics             Trade debt                  $5,891

All State Leasing             Trade debt                  $4,819

SouthTrust Bankcard           Trade debt                  $4,185

Meiji Techno                  Trade debt                  $3,833

Manulife Financial            P/R withholding             $3,622

Opti Quip, Inc.               Trade debt                  $3,378

PixeLink                      Trade debt                  $3,024

Ushio America                 Trade debt                  $2,753


STARWOOD HOTELS: S&P Affirms BB Corp. Credit Rating After Review
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
its 'BB+' corporate credit rating, on Starwood Hotels & Resorts
Worldwide, Inc.

At the same time, the ratings were removed from CreditWatch where
they were placed on Jan. 7, 2004.  The outlook is stable.  About
$4.5 billion of debt was outstanding as of Sept. 30, 2004.

The ratings on Starwood were originally placed on CreditWatch when
the company, along with Lehman Brothers Holdings, Inc., took a
position in the debt of troubled hotel company Le Meridien Hotels
& Resorts Ltd.  "While this situation is not yet resolved, the
affirmation reflects our belief that based on public comments made
by the company, Starwood is unlikely to consolidate the debt of Le
Meridien on its balance sheet.  Moreover, given earnings growth
during the past several quarters, Starwood has built some capacity
to accomplish modest-size transaction within the current rating,"
said Standard & Poor's credit analyst Craig Parmelee.

The stable outlook reflects the expectation that Starwood will
continue to seek additional growth opportunities beyond Le
Meridien, which may be funded with debt.  In addition, given the
composition of Starwood's lodging portfolio, earnings are expected
to fluctuate significantly during economic cycles, driving the
need to build cushion within credit measures at a particular
rating level.  Standard & Poor's expects that Starwood's credit
measures will improve meaningfully in 2005 driven by earnings
growth, while debt reduction is expected to be modest.  For the
most part, proceeds from asset sales are likely to fund share
repurchases or other growth opportunities.


STELCO INC: Seventeenth Monitor Report Filed
--------------------------------------------
Stelco, Inc., (TSX:STE) reported that the Seventeenth Report of
the Monitor in the matter of the Company's Court-supervised
restructuring was filed on January 27.  

               Term of Credit Facilities Extended

The Monitor reports that the Company has secured an extension to
its existing credit facilities and the DIP facility.  These had
been scheduled to expire on January 29, 2005.  Under the extension
noted in the Report, they will now expire on the earlier of
November 20, 2005 and the effective date of a Plan of Arrangement
or Compromise under the Company's Court-supervised restructuring.

              Stelco Plate Company Ltd. Asset Sale

Stelco Plate Company Ltd., a wholly owned Stelco subsidiary,
operated a Plate Mill in the Hamilton facility that manufactured
plate steel for the Company.  The Plate Mill was idled in
April 2003 as it was no longer viable under market conditions for
plate. As at January 29, 2004, the date on which Stelco initiated
its Court-supervised restructuring, Stelco Plate Company owed its
secured lenders approximately $26.7 million.  Stelco Plate Company
is in default of its loan facilities with those secured lenders.   
As disclosed previously, a liquidator has been engaged to market
the Plate Mill assets.  The Monitor reports that a potential
purchaser has been selected and that the terms of an agreement of
purchase of sale are being negotiated.  It is anticipated that the
process will be finalized by the end of this month.

            Simplifying Stelco's Corporate Structure

The Monitor reports that the Company has taken additional steps to
simplify its corporate structure and to realize potential income
tax savings.  The Report notes that Stelco has initiated the wind
up of certain wholly owned corporate entities, through which
Stelco holds its ownership interests, and under which the Z-Line
Partnership (which provides hot dip galvanizing services to
Stelco) and Bloomco (which provides cast bloom reheating services
to the Company) operate.  The underlying business processes will
be unaffected, the only change being that their assets will become
assets of Stelco itself.  Stelco will continue to own a 60%
interest in Z-Line.  Neither of these subsidiaries was included in
the Company's CCAA filing.  The Report notes that this action does
not impact Stelco's stakeholders as there are no third party
liabilities associated with these corporate entities, other than
tax related ones.

Stelco, Inc. -- http://www.stelco.ca/-- which is currently  
undergoing CCAA restructuring proceedings, is a large, diversified
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses.  Consolidated net sales in
2003 were $2.7 billion.


TEXEN OIL: Inks Pact with Durango for Study in Helen Gohlke Field
-----------------------------------------------------------------
Texen Oil and Gas, Inc., (OTCBB:TXEO) has entered into an
agreement with Durango Resources Corporation that provides for
Durango conducting a ARMSystem study of the Helen Gohlke Field in
exchange for an interest in the field.  Durango is a subsidiary of
Swanson Consulting Services, a premier reservoir consulting
company that offers worldwide consulting services to the
hydrocarbon exploration and production industry.  

The ARMSystem is a proprietary project management system and will
be used in conjunction with ReservoirGrail, a patent-pending Time
Dynamic Volumetric Balancing technology, to identify the amount
and location of residual hydrocarbon reserves.

"The significant investment by Durango in this six month study
shows that they share our confidence that this mature field may
contain significant additional reserves" stated Mr. Fimrite, "We
appreciate the assistance of Jeff Rawson of Merrick Capital
Corporation in negotiating this agreement which provides access to
leading industry geological analysis of the reservoir structure in
this prolific field."

The Company has five leases in this field covering approximately
4,100 acres with 34 shut in well bores of which 16 wells are
producing or capable of production.  The leases also have
approximately 40 plugged and abandoned wells, some of which may
merit re-entry based on current market prices.  The Company owns a
significant infrastructure system in the field including an
extensive deeded pipeline gas gathering and transmission system.

"The combination of existing wells, pipelines and sixty years of
production information provides an excellent platform for
enhancing shareholder value through developing this existing asset
of the Company" stated Mr. Dave Cole, the Company's Chief
Geologist,  "In addition, we hope to build on this relationship
with Durango to exploit the enhancement of reserves and production
in this field and seek out similar opportunities to work together
in the future."

"The history and field characteristics of the Helen Gohlke Field
are well suited to application of our field study technologies,"
stated Jeff Swanson, President of Durango Resources." "We have
confidence that our investment in this study will result in
additional drilling and workover opportunities suitable for
participation by Durango."

Texen Oil and Gas, Inc., -- http://www.texenoilandgas.com/-- is a  
Houston based oil and gas exploration and development company.  
The company leases approximately 6,000 acres of crude oil and
natural gas producing properties in Victoria, DeWitt and Waller
Counties, Texas.  The Company trades under the stock symbol TXEO
on the OTC bulletin board.

The company's auditors in its September 30, 2004, quarterly
financial report have issued a going concern opinion.  This means
that the auditors believe there is doubt that the company can
continue as an on-going business for the next twelve months unless
the company can obtain additional capital to pay our bills.  The
company have generated limited revenues and expected revenues
during the ensuing period are subject to fluctuation based on the
availability of additional capital necessary in order to fully
exploit the unproven potential of our Oil & Gas portfolio.
Accordingly, we must raise cash from sources other than from the
sale of Oil & Gas found on our properties. Our only other source
for cash at this time is investments by others in our company. We
must raise cash to implement our project and stay in business.


TIMES SQUARE: S&P Revises Outlook on Low-B Ratings to Stable
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' rating on
Times Square Hotel Trust's mortgage and lease amortizing
certificates and removed it from CreditWatch with negative
implications, where it was placed Jan. 8, 2004.  The outlook is
revised to stable from negative.

The action follows the Jan. 27, 2005 affirmation of the 'BB+'
corporate credit rating assigned to Starwood Hotels & Resorts
Worldwide Inc.'s.  Starwood's rating outlook is stable.  The
rating on the Times Square Hotel Trust transaction is based on the
payments and obligations of Starwood pursuant to a triple net
lease of the W New York-Times Square Hotel (the W hotel) located
on Broadway at 47th Street.


UAL CORP: Amends AMB Codina Transfer Pact to Settle Dispute
-----------------------------------------------------------
UAL Corporation and its debtor-affiliates seek Judge Wedoff's
permission to enter into an amendment to the Agreement for
Transfer of Leasehold Interest with AMB Codina MIA Cargo Center,
LLC.  The Transfer Agreement contemplated the assignment and
assumption of a development lease between the Debtors and Miami-
Dade County, Florida, and the sale of de minimis assets located on
the property to AMB.  The U.S. Bankruptcy Court for the Northern
District of Illinois approved the transaction on Dec. 17, 2004.

During the closing on the assignment of the Lease, the Debtors  
and AMB discovered that each party had been proceeding under  
different assumptions for the rent payable to Miami-Dade County.   
On December 31, 2004, AMB delivered a Default Notice stating that  
the Debtors breached their obligations under the Transfer  
Agreement, due to the failure to disclose certain rental rate  
adjustment notices for the Lease.

To resolve the dispute, the parties engaged in good faith  
negotiations.  As a result, the parties agreed to enter into the  
Amendment to the Transfer Agreement.

Pursuant to the Amendment, the Debtors will reduce the purchase  
price to AMB by $800,000 -- from $18,400,000 to $17,600,000.  The  
Debtors will grant AMB a license to use a portion of the premises  
for a $37,480 monthly license fee.  Commencing February 1, 2005,  
AMB will assume a proportionate share of operating and  
maintenance expenses payable under the Lease.   

James H.M. Sprayregen, Esq., at Kirkland & Ellis, in Chicago,  
Illinois, explains that the purchase price adjustment reflects  
one-half the net present value of the difference between AMB's  
assumptions for the rent and the actual rent payable to Miami-
Dade County.  The Court should approve the Amendment because even  
after the adjustments, AMB remains the highest and best bidder  
for the Lease.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier. The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts. When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts. (United Airlines
Bankruptcy News, Issue No. 73; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORP: Mechanics Reject Concessions & Call for Strike
--------------------------------------------------------
The United Airlines mechanics and related employees, represented
by the Aircraft Mechanics Fraternal Association -- AMFA -- voted
not to accept the terms of the Letter of Agreement to reduce
wages, work rules, and benefits.  They also overwhelmingly
authorized their National Director the right to call for a strike.

The AMFA-United Airlines Strike Committee, consisting of AMFA's
Local Presidents, issued the following statement regarding the
memberships vote results:

"If the bankruptcy court uses the 1113(c) process to impose terms
or changes to our collective bargaining agreement, to which the
membership did not agree, the membership will use its right to
strike or withhold its services.

"The die is cast and the membership has made it crystal clear to
us that they are not willing to work under the terms as presented
to them for their vote," said Joseph Prisco, President of AMFA
Local 9 in San Francisco.  "In AMFA, we truly believe in
membership control, and the will of the collective membership is
always the final arbitrator.  This leadership will take whatever
steps are necessary to ensure that the true will and intent of the
membership is manifested.  The fact that the UAL mechanics and
related have voted to reject the company's terms is a loud
announcement that we will not be funding corporate incompetence
any time in the near future."

The Aircraft Mechanics Fraternal Association is a craft oriented,
independent aviation union.  It represents only airline
technicians and related employees in the craft or class in
accordance with the National Mediation Board Rules and their
dictates.  AMFA is committed to elevating the professional
standing of technicians and to achieving progressive improvements
in the wages, benefits, and working conditions of the skilled
craftsmen and women it represents.

AMFA was created in 1962 and now represents over 18,500
technicians nationwide at 8 of the large domestic airlines
including Alaska Airlines, ATA, Independence Air, Horizon
Airlines, Mesaba Airlines, Northwest Airlines, Southwest Airlines,
and United Airlines

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the  
holding company for United Airlines -- the world's second largest
air carrier. The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts. When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts. (United Airlines
Bankruptcy News, Issue No. 73; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


WAVEFRONT ENERGY: Provides Updates on Halliburton Collaboration
---------------------------------------------------------------
Wavefront Energy and Environmental Services, Inc., updates the
market as to advancements in the Wavefront/Halliburton
Collaboration Agreement for the development of Pressure Pulse
Technology -- PPT -- Systems.

Since signing the licensing and collaboration agreements Wavefront
and Halliburton have identified key operators and early adopters
of technology to introduce PPT, develop and propose pilot scale
programs, and better define target markets.  They have been met
with positive responses from operators who could benefit from PPT
for its use in wellbore intervention as well as improving
secondary recovery efforts.

During this time Wavefront and Halliburton have also been
reviewing Halliburton's tools portfolio.  As a result of that
review Wavefront and Halliburton will commence "yard" testing of
proposed PPT systems at Halliburton's facilities later this year.

Wavefront believes that one or more of the PPT systems will be
applicable for use in secondary recovery efforts as well as coil
tubing well intervention involving wellbore cleanup, and the
placement of acids, chemicals, or surfactants.  A 2002 equity
research report by Raymond James and Associates Ltd. estimated the
coil tubing services market to be in the order of $1 billion
annually.  Wavefront's management believes that with appropriate
systems, PPT would be applicable to the vast percentage of well
intervention programs.  Pending successful yard testing, field
locations will be identified and PPT implemented.

Wavefront Energy and Environmental Services, Inc., develops,
markets, and licenses proprietary technologies in the energy and
environmental sectors. The Company's Pressure Pulse Technology for
fluid flow optimization has been demonstrated to increase oil
recovery.  Within the environmental sector, PPT accelerates
contaminant recovery and improves in-ground treatment of
groundwater contaminants thereby reducing liabilities and
restoring the site to its natural state more rapidly.

As of Aug. 31, 2004, the Company's stockholders' deficit narrowed
to $269,928 compared to a $549,066 deficit at Aug. 31, 2003.


YMHI INC: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: YMHI, Inc.
        aka Yale Materials Handling of Illinois, Inc.
        dba Your Material Handling Investment
        501 West Algonquin Road
        Mount Prospect, Illinois 60056

Bankruptcy Case No.: 05-02740

Chapter 11 Petition Date: January 28, 2005

Court:  Northern District of Illinois (Chicago)

Judge:  John H. Squires

Debtor's Counsel: Joel A Schechter, Esq.
                  Law Offices Of Joel Schechter
                  53 West Jackson Boulevard, Suite 1025
                  Chicago, Illinois 60604
                  Tel: (312) 332-0267
                  Fax: (312) 939-4714

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 18 Largest Unsecured Creditors:

    Entity                                Claim Amount
    ------                                ------------
Yale Financial Services                     $1,000,000
42 Old Ridgebury Road
Danbury, CT 06810

Yale Materials Handling                        $44,814
PO Box 371639M
Pittsburgh, PA 15251

Todco Material Handling Company, Inc.          $20,081
231 James Street
Bensenville, IL 60106

Cascade Corporation                            $20,000
2201 Northeast 201st Avenue
Troutdale, OR 97220

Enterprise Battery Corporation                 $13,146

Chicago Industrial Equipment, Inc.             $10,400

Republic Service                                $9,122

Nicor Gas                                       $5,994

National Battery, Inc.                          $5,073

Mueller Consulting Group                        $4,000

Factory Cleaning Equipment                      $3,606

G & K Services                                  $3,582

Metro North Industrial Tire, Inc.               $2,767

GNB Industrial Battery                          $2,682

Crown Battery Manufacturer                      $2,375

ReDoIt Corporation                              $2,300

Randall Industries                              $2,115

H & E Equipment                                 $2,006


* BOND PRICING: For the week of January 31 - February 4, 2005
-------------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Adelphia Comm.                         3.250%  05/01/21    14
Adelphia Comm.                         6.000%  02/15/06    17
AMR Corp.                              4.250%  09/23/23    74
AMR Corp.                              4.500%  02/15/24    66
AMR Corp.                              9.000%  08/01/12    70
AMR Corp.                              9.000%  09/15/16    69
AMR Corp.                             10.200%  03/15/20    63
Applied Extrusion                     10.750%  07/01/11    61
Armstrong World                        6.350%  08/15/03    74
Asarco Inc.                            8.500%  05/01/25    75
Bank New England                       8.750%  04/01/99    10
Burlington Northern                    3.200%  01/01/45    61
Calpine Corp.                          7.750%  04/15/09    70
Calpine Corp.                          7.875%  04/01/08    73
Calpine Corp.                          8.500%  02/15/11    69
Calpine Corp.                          8.625%  08/15/10    69
Cendant Corp.                          4.890%  08/17/06    51
Chic East Ill. RR                      5.000%  01/01/54    60
Comcast Corp.                          2.000%  10/15/29    44
Delta Air Lines                        7.711%  09/18/11    67
Delta Air Lines                        7.900%  12/15/09    47
Delta Air Lines                        8.000%  06/03/23    50
Delta Air Lines                        8.300%  12/15/29    38
Delta Air Lines                        9.000%  05/15/16    40
Delta Air Lines                        9.250%  03/15/22    39
Delta Air Lines                        9.750%  05/15/21    39
Calpine Corp.                         10.000%  08/15/08    57
Delta Air Lines                       10.125%  05/15/10    46
Delta Air Lines                       10.375%  02/01/11    46
Dobson Comm. Corp.                     8.875%  10/01/13    74
Falcon Products                       11.375%  06/15/09    31
Federal-Mogul Co.                      7.500%  01/15/09    32
Federal-Mogul Co.                      8.800%  04/15/07    32
Finova Group                           7.500%  11/15/09    46
Iridium LLC/CAP                       14.000%  07/15/05    16
Inland Fiber                           9.625%  11/15/07    51
Kaiser Aluminum & Chem.               12.750%  02/01/03    18
Lehmann Bros. Hldg.                   21.680%  02/07/05    66
Level 3 Comm. Inc.                     2.875%  07/15/10    61
Level 3 Comm. Inc.                     6.000%  03/15/10    57
Level 3 Comm. Inc.                     6.000%  09/15/09    61
Liberty Media                          3.750%  02/15/30    66
Liberty Media                          4.000%  11/15/29    70
Loral Cyberstar                       10.000%  07/15/06    73
Mirant Corp.                           2.500%  06/15/21    75
Mirant Corp.                           5.750%  07/15/07    75
Mississippi Chem.                      7.250%  11/15/17    73
Northern Pacific Railway               3.000%  01/01/47    60
Northwest Airlines                     7.875%  03/15/08    70
Northwest Airlines                    10.000%  02/01/09    75
NRG Energy Inc.                        6.500%  05/16/06     0
Nutritional Src.                      10.125%  08/01/09    73
Oglebay Norton                        10.000%  02/01/09    75
O'Sullivan Ind.                       13.375%  10/15/09    40
Owens Corning                          7.500%  05/01/05    75
Owens Corning                          7.500%  08/01/18    74
Pegasus Satellite                     12.375%  08/01/06    63
Pegasus Satellite                     13.500%  03/01/07     1
Pen Holdings Inc.                      9.875%  06/15/08    53
Reliance Group Holdings                9.000%  11/15/00    24
RJ Tower Corp.                        12.000%  06/01/13    57
Salton Inc.                           12.250%  04/15/08    75
Syratech Corp.                        11.000%  04/15/07    39
Trico Marine Service                   8.875%  05/15/12    70
United Air Lines                       9.125%  01/15/12     9
United Air Lines                      10.670%  05/01/04     7
Univ. Health Services                  0.426%  06/23/20    56
Westpoint Stevens                      7.875%  06/15/08     0
Zurich Reinsurance                     7.125%  10/15/23    63

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Dylan
Carlo Gallegos, Jazel P. Laureno, Cherry Soriano-Baaclo, Marjorie
Sabijon, Terence Patrick F. Casquejo and Peter A. Chapman,
Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
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for the term of the initial subscription or balance thereof are
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                *** End of Transmission ***