TCR_Public/050201.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

          Tuesday, February 1, 2005, Vol. 9, No. 26      

                          Headlines

A.B. DICK: Wants to Terminate Retiree Benefits Program
A.B. DICK: U.S. Trustee Amends Unsecured Creditors Committee
ADELPHIA COMMS: Wants to Settle Verizon Dispute for $10.85 Million
AIRGAS INC: Will Up Prices on Products & Services by Feb. 28
ADVANTA BUSINESS: Moody's Puts Ba2 Rating on Asset-Backed Notes

AGRIBIOTECH: Creditors Win $15 Mil. Judgment Against Former CEO
AMERICAN PACIFIC: Requests S&P to Withdraw B+ Corp. Credit Rating
AMERICAS MINING: S&P Raises Corp. Credit Ratings to BB- from B-
ANDROSCOGGIN ENERGY: Gets Interim OK to Use Cash Collateral
AT&T CORP.: Inks $16 Billion Merger Deal with SBC Communications

AVISTA CORP: Moody's Lifts Rating on Series C Medium Term Notes
BREA COMMUNITY: Case Summary & 20 Largest Unsecured Creditors
BUCKEYE TECHNOLOGIES: S&P Puts BB- Rating on $85 Million Term Loan
CASH TECHNOLOGIES: Subsidiary Acquires Tomco Auto for $2.5 Million
CATHOLIC CHURCH: Spokane Hires Gordon Murray as Counsel

CENDANT MORTGAGE: Fitch Puts Low-B Ratings on Two 2005-1 Certs.
COMM SOUTH: U.S. Trustee Asks Court to Dismiss Bankruptcy Case
CONSTELLATION BRANDS: Executives Plan to Sell Common Shares
COTT CORP: Earns $11 Million of Net Income in Fourth Quarter
COTT CORPORATION: S&P Affirms B+ Subordinated Debt Ratings

CREDIT BASED: Fitch Affirms Low-B Rating on 2001-CB2 Class Cert.
CREDIT SUISSE: Fitch Rates $1.1 Million Certificates at 'BB'
DALECO RESOURCES: Auditors Raise Going Concern Doubt
DEAN FOODS: Tax-Free Spinoff Cues Fitch to Affirm Low-B Ratings
DIAMOND ENTERTAINMENT: Shareholders Meeting Slated for March 1

DLJ COMMERCIAL: Fitch Affirms Low-B Ratings on 5 Mortgage Certs.
DTI DENTAL: Grants P. Kalaw & W. Sholdice Stock Options
EASTMAN CHEMICAL: Moody's May Upgrade Ba1 Preferred Stock Rating
EMCOR GROUP: S&P Pares Corporate Credit Rating to BB+ from BBB-
EVANS FURNITURE: Case Summary & 20 Largest Unsecured Creditors

FAIRPOINT COMMS: Extends Sr. Debt Tender Offer to Feb. 8
FALCON PRODUCTS: Files for Chapter 11 Protection in E.D. Missouri
FALCON PRODUCTS INC: Case Summary & Largest Unsecured Creditors
FEDERAL-MOGUL: PD Comm. Wants Dr. Peterson's Testimony Excluded
FOREST CITY: S&P Affirms BB- Rating on $550 Million Senior Notes

FRIEDMAN'S INC: Closes Interim $150 Million DIP Financing
FRIEDMAN'S: Taps Kroll Zolfo for Financial & Restructuring Advice
GADZOOKS INC: Court Fixes Feb. 4 as Asset Bidding Deadline
GENERAL MARITIME: Moody's Reviews Ba3 Rating on Debt Securities
HANOVER DIRECT: AMEX to Proceed with Common Stock Delisting

HILITE INT'L: S&P Puts B Rating on $150 Million Senior Sub. Notes
HISTATEK INC: List of its 20 Largest Unsecured Creditors
HOLLINGER INC: Court Extends Shareholders' Meeting to June 30
HOLLYWOOD II OF METAIRIE: Voluntary Chapter 11 Case Summary
IMPERIAL PLASTECH: Directors Resign & Sr. Lenders Demand Repayment

INDIANTOWN COGENERATION: S&P Pares Bond Ratings to BB+ from BBB-
INTERSTATE BAKERIES: Equity Panel Retains Sonnenschein as Counsel
JEUNIQUE INT'L: Court Approves Disclosure Statement
JOY GLOBAL: Makes Final Chapter 11 Stock Distribution
KAISER ALUMINUM: Asks Court to Reject Houston Office Lease

KMART HOLDING: Hart-Scott-Rodino Waiting Period Expires
KNOWLEDGE LEARNING: Moody's Puts B3 Rating on $260M Senior Notes
LAIDLAW INT'L: Reports Common Stock Equity & Stockholder Matters
LNR PROPERTY: Noteholders Tender $333.5 Mil. of 7.625% Sr. Notes
MAYTAG CORP: Jan. 1 Balance Sheet Upside-Down by $75 Million

MIIX GROUP: All Competing Bids Must Be in by Feb. 8
MIRANT: Resolving Lehman's & Wells Fargo's Mega Million Claims
NATIONAL CENTURY: Trust Wants to Enjoin LTC from Prosecuting Suit
NEXTEL FINANCE: Moody's Places Ba1 Rating on New $2.2B Term Loan
NFINET COMMUNICATIONS: List of its 20 Largest Unsecured Creditors

OGLEBAY NORTON: Emerges from Chapter 11 Protection
OVERNITE TRANS: Moody's Puts Ba1 Rating on $250M Credit Facility
PACIFIC ENERGY: Soliciting Consents to Amend Sr. Note Indenture
PARK PLACE: Fitch Puts 'BB+' on $30.40MM Private Class Certs.
PATCH INT'L: Losses and Deficit Trigger Going Concern Doubt

QUALITY DISTRIBUTION: Closes $85 Million Private Debt Placement
QUANTEGY INC: Court Appoints 5 Creditors to Serve on Committee
REFOCUS GROUP: Secures New $500,000 Interim Financing
RELIANCE GROUP: Commonwealth Court Okays $9-Mil. Aioi Commutation
RESIDENTIAL ASSET: Fitch Rates $7.2 Million Class B Notes at 'BB+'

RESORTS INT'L: S&P Puts Low-B Ratings on Two Credit Facilities
RICHTREE INC: Ontario Court Extends CCAA Protection Until Feb. 15
RIGGS NAT'L: Financial Difficulties Cue Fitch to Junk Debt Rating
RYERSON TULL: FY 2004 Net Income Climbs to $54.5 Mil. From 2003
SBC COMMS: AT&T Shareholders to Receive $16 Billion from Merger

SCOTTS CO: Shareholders Approve Restructuring Proposal
SECOND CHANCE: Wants Exclusive Periods Extended Until June 1
SECOND CHANCE: Has Until June 17 to Make Lease-Related Decisions
SMART DEALER PARTS: Case Summary & Largest Unsecured Creditor
STEWART ENTERPRISES: Updates First Quarter Forecast

STRUCTURED ASSET: Fitch Puts Low-B Ratings on Two 2005-1 Certs.
SUPERIOR GALLERIES: Cash Flow & Deficit Spur Going Concern Doubt
TORCH OFFSHORE: Raymond James Approved as Investment Banker
TORCH OFFSHORE: U.S. Trustee Appoints 7-Member Creditors Committee
TXU CORP: Fitch Assigns BB+ Rating on Preferred Stock

UAL CORP: Retired Pilots Object to Revised ALPA Agreement
UAL CORP: Renews Talks with Flight Controllers on Revised Pact
UNITED RENTALS: To Webcast Financial Results on March 14
VANTAGEMED CORP: Steve Curd Replaces Richard Brooks as Director
VERITAS SOFTWARE: Earns $411 Million of Net Income in F.Y. 2004

W.R. GRACE: Proposes Zonolite Attic Insulation Claims Bar Date
W.R. GRACE: Wants to Employ Arent Fox as ERISA Counsel
WILLIAMS COS: Declares $0.05 Common Share Dividend
WILSON N. JONES: Moody's Places B1 Rating on $85.8M Long-Term Debt
WODO LLC: Section 341(a) Meeting Slated for March 1

WODO LLC: Wants to Hire Bush Strout as Bankruptcy Counsel
YUKOS OIL: U.S. Judge Deprives Moscow Access to Bank Accounts

* Gibson Dunn Names Co-Chairs of Securities Litigation Practice
* Ropes & Gray Adds 2 Partners to National Health Care Practice

* Large Companies with Insolvent Balance Sheets

                          *********

A.B. DICK: Wants to Terminate Retiree Benefits Program
------------------------------------------------------
Blake of Chicago, Corp. (f/k/a A.B. Dick Company) and
Multigraphics, LLC, ask the U.S. Bankruptcy Court for the District
of Delaware for authority to terminate the retiree benefits
obligations arising under the Settlement Agreement with the UAW
(International Union, United Automobile, Aerospace and
Agricultural Implement Workers of America) starting Feb. 28, 2005.  
The Debtors assumed the agreement after Multigraphics acquired
Harris Graphics in 2000.

                       Settlement Agreement                      
   
The Settlement Agreement was reached after the UAW launched a
class action lawsuit against Harris following the termination of
benefits to 725 retirees under the 1984 CBA.  Among other things,
the Agreement required Harris to establish a $5 million reserve
account to pay life insurance and medical costs for the retirees.  
The Settlement Agreement terminates when the reserve account no
longer has a positive balance or when there are no longer any
living members of the Retiree Class.

                             *    *    *

According to the Debtors, since the petition date, they have been
making payments due under the Settlement Agreement.  To date,
there are 131 individuals receiving health insurance and 49
receiving life insurance benefits.  The reserve account's balance
as of June 2004 is $3,202,887.  This account is not funded.
The Debtors are paying the retirees using the proceeds from the
sale of their assets to Presstek.  The Debtors average monthly
liabilities under the Settlement Agreement is $78,300.

The Debtors explain that termination of the Agreement is fair and
equitable to all parties-in-interest because it will afford the  
unsecured creditors an opportunity to share in the sale proceeds
of the estates.

                             *    *    *

As previously reported, the Debtors filed a motion to terminate
their obligations under the Settlement Agreement on Sept. 22,
2004.  The UAW objected.  The Debtors withdrew their motion in
October.

Headquartered in Niles, Illinois, A.B. Dick Company --
http://www.abdick.com/-- is a global supplier to the graphic arts  
and printing industry, manufacturing and marketing equipment and
supplies for the global quick print and small commercial printing
markets.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. D. Del. Lead Case No. 04-12002) on
July 13, 2004. Frederick B. Rosner, Esq., at Jaspan Schlesinger
Hoffman, LLP, and H. Jeffrey Schwartz, Esq., at Benesch,
Friedlander, Coplan & Aronoff, LLP, represent the Debtors in their
restructuring efforts.  Richard J. Mason, Esq., at McGuireWoods,
LLP, represents the Official Committee of Unsecured Creditors.
When the Debtor filed for protection from its creditors, it listed
over $50 million in estimated assets and over $100 million in
estimated liabilities.  A.B. Dick Company changed its name to
Blake of Chicago, Corp., in Dec. 8, 2004, as required by the terms
under the APA with Presstek.


A.B. DICK: U.S. Trustee Amends Unsecured Creditors Committee
------------------------------------------------------------
The United States Trustee for Region 3 appointed three creditors
to serve on an amended Official Committee of Unsecured Creditors
in Blake of Chicago, Corp., (f/k/a A.B. Dick Company) and its
debtor-affiliates' chapter 11 cases:

     1. Delaware Asset Management
        Attn: Carl Mabry
        2005 Market Street
        Philadelphia, Pennsylvania 19103
        Tel: 215-255-1667, Fax: 215-255-1296
     
     2. International Union, UAW
        Attn: Niraj R. Ganatra
        8000 East Jefferson Avenue
        Detroit, Michigan 48214
        Tel: 313-926-5216, Fax: 313-926-5240
     
     3. Baymfolder Corporation
        Attn: Janice Benanzer
        1660 Campbell Road
        P.O. Box 728
        Sidney, Ohio 45365
        Tel: 937-492-1281, Fax: 937-497-5394

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

Headquartered in Niles, Illinois, A.B. Dick Company --
http://www.abdick.com/-- is a global supplier to the graphic arts  
and printing industry, manufacturing and marketing equipment and
supplies for the global quick print and small commercial printing
markets.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. D. Del. Lead Case No. 04-12002) on
July 13, 2004. Frederick B. Rosner, Esq., at Jaspan Schlesinger
Hoffman, LLP, and H. Jeffrey Schwartz, Esq., at Benesch,
Friedlander, Coplan & Aronoff, LLP, represent the Debtors in their
restructuring efforts.  Richard J. Mason, Esq., at McGuireWoods,
LLP, represents the Official Committee of Unsecured Creditors.
When the Debtor filed for protection from its creditors, it listed
over $50 million in estimated assets and over $100 million in
estimated liabilities.  A.B. Dick Company changed its name to
Blake of Chicago, Corp., in Dec. 8, 2004, as required by the terms
of the APA with Presstek.


ADELPHIA COMMS: Wants to Settle Verizon Dispute for $10.85 Million
------------------------------------------------------------------
Pursuant to Sections 105 and 363(b) of the Bankruptcy Code,
Adelphia Communications Corp. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Southern District of New York to
approve a stipulation with:

   -- Reorganized Adelphia Business Solutions, Inc.; and

   -- Verizon Communications, Inc., and its operating telephone
      company subsidiaries.

Paul V. Shalhoub, Esq., at Willkie Farr & Gallagher, in New York,
relates that the ACOM Debtors, ABIZ, and Verizon are parties to
various interconnection agreements and other contractual
arrangements under federal and state tariffs, under which:

   * Verizon provided the Debtors wholesale, retail, and high
     capacity telecommunications services; and

   * the Debtors provided telecommunications services and
     facilities to Verizon.

The ACOM Debtors, ABIZ, and Verizon have had billing disputes
relating to the Verizon Contracts.

Verizon filed nine claims totaling in excess of $15,000,000 on
account of its services provided to the ACOM Debtors prior to the
bankruptcy petition date.  Verizon also filed several claims
totaling $32,235,044 in ABIZ's cases.  Moreover, Verizon alleged
to be owed certain amounts by the Debtors for services it rendered
after the Petition Date.

The stipulation is a product of months of protracted discussions
and negotiations.  The terms of the stipulation, however, are
confidential and the ACOM Debtors, ABIZ and Verizon agree to file
the stipulation under seal.

The Stipulation provides for:

   (a) a waiver by Verizon of its claims against the Debtors; and

   (b) the ACOM Debtors' payment to Verizon of $10,850,0000 in
       full and complete satisfaction of all charges arising from
       services Verizon provided to them on or after the Petition
       Date through and including March 31, 2004.

Through the Stipulation, the ACOM Debtors resolve significant
disputes and claims with Verizon without the risk an expense
associated with litigation.  Mr. Shalhoub assures the Court that
the Stipulation is fair and equitable.  The settlement of claims
and disputes among the parties at this juncture, Mr. Shalhoub
explains, will allow the ACOM Debtors to proceed with a clean
slate, without the possibility of claims litigation obstructing
the parties' going-forward relationship.

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


AIRGAS INC: Will Up Prices on Products & Services by Feb. 28
------------------------------------------------------------
Airgas, Inc. (NYSE:ARG) reports that effective Feb. 28, or as
contracts permit, its regional companies and operating units will
increase prices on packaged and bulk gases and other products and
services.

Prices will increase, on average, as follows:

     a. 6%-10% for packaged industrial, specialty and bulk gases
     b. 10%-15% for helium
     c. 12%-15% for acetylene
     d. 7%-8% for carbon dioxide

The company will also raise cylinder and bulk tank rental rates
and pricing for hard goods and safety products and services.

Steadily rising costs, including higher fuel costs for the
company's 3,000 delivery vehicles; operating costs in fill plants
and other facilities; labor costs; costs for gas products and
other raw materials, such as calcium carbide used to manufacture
acetylene; and costs for new cylinders, bulk tanks and many
hardgoods, due to higher steel prices, all factored into the
company's decision.

"Our customers can expect Airgas to continue to provide value-
added services, the broadest range of products and services, and
other approaches that will help them manage their overall costs,"
said Airgas Chairman and CEO Peter McCausland.  "We are planning
new investments in fast-fill plants, distribution centers,
eBusiness capabilities and an expansion of our Radnor private-
label product line as part of our commitment to reducing our
customers' total cost of procurement.  These pricing actions are
needed so that we can maintain our profit margins, which will
support these kinds of investments to add value to our customers."

                     About the Company

Airgas, Inc. (NYSE:ARG) -- http://www.airgas.com/-- is the  
largest U.S. distributor of industrial, medical and specialty
gases, welding, safety and related products.  Its integrated
network of about 900 locations includes branches, retail stores,
gas fill plants, specialty gas labs, production facilities and
distribution centers. Airgas also distributes its products and
services through eBusiness, catalog and telesales channels.  Its
national scale and strong local presence offer a competitive edge
to its diversified customer base.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 8, 2004,
Standard & Poor's Ratings Services raised its ratings on Airgas
Inc. The corporate credit rating was raised to 'BB+' from 'BB'.
The outlook is stable on this Radnor, Pennsylvania-based
industrial gas distributor.


ADVANTA BUSINESS: Moody's Puts Ba2 Rating on Asset-Backed Notes
---------------------------------------------------------------
Moody's Investors Service rated the $10,000,000 AdvantaSeries
Class D(2004-D1) Asset Backed Notes issued from the Advanta
Business Card Master Trust.

The complete ratings action are:

   -- Issuer: Advanta Business Card Master Trust, AdvantaSeries

      * $10,000,000 Class D(2004-D1) Asset Backed Notes, rated Ba2

The AdvantaSeries consists of Class A notes, Class B notes, Class
C notes and Class D notes. Credit enhancement for the Class D
(2004-D1) notes is provided by a cash collateral account with an
initial balance of $2,475,000, 2.25% of the adjusted outstanding
principal balance of the AdvantaSeries notes, and a spread
account, which is initially unfunded and may increase if excess
spread falls below prescribed levels.

Moody's Ba2 rating of the Class D (2004-D1) notes is based on the
credit quality of the underlying pool of credit card receivables,
the transaction's structural protections and the capability of the
servicer, Advanta Bank Corp., which is an unrated, wholly owned
subsidiary of Advanta Corp., with senior unsecured debt rating of
B2, stable outlook.

The assets of the Advanta Business Trust are a pool of MasterCard
and, to a limited extent, Visa receivables generated by small
businesses.  Under the terms of the cardholder agreement, the card
is to be used primarily for business purposes.  

Some of the benefits of the card include additional cards for
Company employees at no additional fee and detailed expense
reports.  Advanta Business began originating this product in 1994
and has steadily grown the portfolio to its current size of $3.3
billion in receivables.  The company exited the consumer credit
card business in early 1998 when it transferred its portfolio to
Fleet Bank.

For more information, visit http://www.moodys.com/


AGRIBIOTECH: Creditors Win $15 Mil. Judgment Against Former CEO
---------------------------------------------------------------
U.S. Bankruptcy Judge Linda B. Riegle of Las Vegas has entered a
judgment for $14.87 million that will benefit hundreds of farmers
and other creditors in the AgriBioTech Inc. bankruptcy.

The judgment was entered against former ABT Chairman and CEO
Richard P. Budd of Winston-Salem, N.C., and ABT Group LLC, an
entity Mr. Budd established in 1999 to loan money to Henderson,
Nev.-based ABT.

ABT Creditor Trustee Anthony Schnelling, the plaintiff in the
case, was successfully represented by attorney David Bryant in the
trial of the case in December.  Mr. Bryant, a name partner in the
Texas-based law firm of Diamond McCarthy Taylor Finley Bryant &
Lee, LLP, handles major corporate, business, and insolvency
litigation.

The Court found that former CEO Budd received a preferential loan
repayment of more than $10 million in June 1999, as ABT slid
deeper into financial trouble.  Mr. Budd was paid in full, but ABT
filed for bankruptcy less than a year later, leaving hundreds of
farmers in Idaho, Washington and Oregon, as well as other
creditors, with more $60 million in unpaid debts.

ABT was a leading turf grass seed and forage seed supplier before
filing for bankruptcy protection in January 2000, in one of the
largest agricultural bankruptcies in U.S. history.  The Court
approved ABT's reorganization plan in 2001, appointing nationally
recognized turnaround expert Schnelling to pursue claims for the
benefit of creditors.

Litigation led by Diamond McCarthy against ABT's officers,
directors, professionals, and consultants has resulted in
aggregate settlements of more than $18 million prior to last
week's ruling.  Litigation continues against ABT's auditors, KPMG,
LLP.

"This is an important step in the Trustee's tireless efforts to
bring justice to hard-working farmers and other creditors who were
hurt by ABT's bankruptcy," said Mr. Bryant.  "We are very grateful
that the Court devoted tremendous energy and attention to this
case, and came to what we are confident is the right conclusion
based on the evidence."

With offices in Dallas, Austin, and Houston, Diamond McCarthy
Taylor Finley Bryant & Lee, LLP, is a boutique law firm
specializing in major business litigation and insolvency-related
matters on a regional and national basis.  For more information,
visit http://www.diamondmccarthy.com/


AMERICAN PACIFIC: Requests S&P to Withdraw B+ Corp. Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B+' corporate
credit rating on American Pacific Corporation at the company's
request.

Before the rating action, the ratings and negative outlook
reflected American Pacific's position as the sole supplier of
ammonium perchlorate (AP), an almost debt-free capital structure,
and its meaningful cash position.

These positives are more than offset by the company's
concentration on the small, specialized AP market, uncertainty
regarding the Space Shuttle program, a narrow customer base,
demand dependent on governmental appropriations, and a modest
financial profile (fiscal 2004 sales were less than $60 million).

Las Vegas, Nevada-based American Pacific also makes sodium azide,
the primary component of a gas generator used in certain
automotive airbag safety systems, and Halotron, a chemical used in
fire extinguishing systems ranging from portable fire
extinguishers to airport firefighting vehicles.


AMERICAS MINING: S&P Raises Corp. Credit Ratings to BB- from B-
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Americas Mining Corporation -- AMC -- and AMC's three
mining subsidiaries, Minera Mexico S.A. de C.V. -- MM, ASARCO
Inc., and Southern Peru Copper Corporation -- SPCC, to 'BB-' from
'B-.'

The ratings were removed from Creditwatch, where they were placed
on Nov. 8, 2004.  The outlook is positive.

"The three-notch upgrade reflects the companies' huge debt
reduction in 2004, improved operating performance, good copper
price performance, and advance in financial flexibility due to
Minera Mexico's ability to refinance its security export notes
with a syndicated loan that led to a more comfortable amortization
schedule and interest expense reduction," said Standard & Poor's
credit analyst Juan P. Becerra.

The rating on AMC and its subsidiaries reflects the company's:

   -- below-average debt profile,
   -- volatile metal prices,
   -- average cost position,
   -- limited product and geographic diversification, and
   -- reliance on SPCC's and MM's dividends.  

These factors are balanced by:

   -- AMC's position as the third-largest copper producer in the
      world,

   -- its vertical integration,

   -- its improved financial flexibility, and

   -- its realized and expected cash-flow generation due to higher
      copper prices, as well as the merger of SPCC and MM.

Standard & Poor's views the ratings on MM, Asarco, and SPCC to be
equal due to common ownership and management, centralization of
certain functions, and intercompany transactions.

The outlook is positive.  The rating could be raised if AMC
demonstrates its ability to sustain its cash-flow generation and
continues its leverage reduction at the AMC holding and MM levels
and the financial policy regarding dividend payments continues
unchanged.


ANDROSCOGGIN ENERGY: Gets Interim OK to Use Cash Collateral
-----------------------------------------------------------          
The Honorable Louis H. Kornreich of the U.S. Bankruptcy Court for
the District of Maine gave Androscoggin Energy LLC, permission, on
an interim basis, to use cash collateral securing repayment of
prepetition obligations to its primary lender, Credit Suisse First
Boston.  

The Debtor needs access to the cash collateral to minimize
disruption of its business operations, permit the Debtor to meet
operating expenses, maximize the value of its assets for its
creditors and equity holders, and preserve the value of its
business contracts, specifically the Fixed Price Gas Contracts.

The Debtor owes approximately $67,573,650 to Credit Suisse and the
prepetition Senior Lenders and Secured Parties under a prepetition
Credit Agreement and Swap Agreement.  Credit Suisse is the
collateral agent and issuing bank for the Senior Lenders and
Secured Parties.  The Debtor also owes approximately $23.3 million
to Credit Suisse under various letters of credit.  

Credit Suisse, the Senior Lenders and Secured Parties have
consented to the Debtor's use of the cash collateral.

The Court granted the Debtor permission to use the cash collateral
for a two and half-month period from Jan. 14, 2005, through March
25, 2005, in strict compliance with a budget approved by the
Court.

A full text copy of the budget is available for a fee at:

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

To adequately protect their interests, Credit Suisse, the Senior
Lenders and Secured Parties are granted an adequate protection
lien and first priority security and mortgage in substantially all
of the Debtor's assets.

Headquartered in Boston, Massachusetts, Androscoggin Energy LLC,
owns, operates, and maintains an approximately 150-megawatt,
natural gas-fired cogeneration facility in Jay, Maine. The
Company filed for chapter 11 protection on November 26, 2004
(Bankr. D. Me. Case No. 04-12221). Michael A. Fagone, Esq., at
Bernstein, Shur, Sawyer & Nelson represents the Debtor in its
restructuring efforts. When the Debtor filed for protection from
its creditors, it listed total assets of $207,000,000 and total
debts of $157,000,000.


AT&T CORP.: Inks $16 Billion Merger Deal with SBC Communications
----------------------------------------------------------------
SBC Communications Inc. (NYSE:SBC) and AT&T (NYSE:T) signed an
agreement for SBC to acquire AT&T, a combination that creates the
nation's premier communications company with unmatched global
reach.

The transaction combines AT&T's global systems capabilities,
business and government customers, and fast-growing Internet
protocol (IP)-based business with SBC's extraordinary local
exchange, broadband and wireless solutions.  Both companies have
common values focused on customer service, innovation and
reliability.

The combined company will have robust, high-quality network
assets, both in the United States and around the globe, and
complementary expertise and capabilities.  It will have the
resources and skill sets to innovate and more quickly deliver to
customers the next generation of advanced, integrated IP-based
wireline and wireless communications services.

For SBC, the combination provides immediate global leadership in
the enterprise segment where corporations and governments require
complex communication solutions and services and access to
advanced national and global networks.

Under terms of the agreement, approved by the boards of directors
of both companies, shareholders of AT&T will receive total
consideration currently valued at $19.71 per share, or
approximately $16 billion.

AT&T shareholders will receive 0.77942 shares of SBC common stock
for each common share of AT&T.  Based on SBC's closing stock price
on Jan. 28, 2005, this exchange ratio equals $18.41 per share. In
addition, at the time of closing, AT&T will pay its shareholders a
special dividend of $1.30 per share.  The stock consideration in
the transaction is expected to be tax-free to AT&T shareholders.

The acquisition, which is subject to approval by AT&T's
shareholders and regulatory authorities, and other customary
closing conditions, is expected to close by the first half of
2006.

"Renew America's leadership in communications technology"

"Today's agreement is a huge step forward in our efforts to build
a company that will lead an American communications revolution in
the 21st century," said Edward E. Whitacre Jr., SBC chairman and
chief executive officer.

"We are combining AT&T's national and global networks and
expertise with SBC's strong platforms and skills in local exchange
service, wireless and broadband," Mr. Whitacre said. "It's a great
combination.

"The communications industry is undergoing a profound
transformation as it transitions to unified, IP-based networks
capable of delivering a host of integrated services,"Mr. Whitacre
said. "To manage this evolution, customers need a partner with the
resources to provide new service platforms and product sets, while
maintaining world-class reliability and security.  This merger
creates that company.

"We will have the intellectual and financial resources to spur
innovation and propel America's communications industry forward,
harnessing IP technology to deliver exciting new services,"
Whitacre said.  "We will renew America's leadership in
communications technology, with products and services that set the
standard for how businesses and individuals communicate.  AT&T's
voice over IP platforms and other technological innovations will
be leveraged to offer more choices and new services to consumers
nationally across any network platform."

"The combination of these two strong, complementary companies will
ensure that together we will have all the capabilities necessary
to compete successfully in serving a broad range of customers
across the country and around the globe," said David W. Dorman,
AT&T chairman and chief executive officer.  "Together, SBC and
AT&T will be a stronger U.S.-based global competitor capable of
delivering the advanced network technologies necessary to offer
integrated, high-quality and competitively priced communications
services to meet the evolving needs of customers worldwide."

               Complementary, World-Class Assets

SBC and AT&T have highly complementary world-class assets and
industry-leading capabilities.

SBC has broad and transferable strengths in local service, with 52
million access lines and dense local access network capabilities
to deliver voice and data services to consumers and businesses of
all sizes.

SBC is an industry leader in high-speed broadband, with 5.1
million DSL Internet lines and a local broadband network covering
77 percent of its local customer locations.  In addition, SBC has
nationwide wireless coverage through its 60 percent ownership of
Cingular Wireless, which has 49 million subscribers across the
country.

AT&T brings to the combined company the world's most advanced
communications network to meet the sophisticated data
communication needs of large businesses with multiple locations.
AT&T serves virtually every member of the Fortune 1000.  Its
global network spans more than 50 countries and connects virtually
every country and territory around the world.  AT&T has 26
advanced Internet Data Centers, 13 in the United States and 13 in
other countries worldwide.

Beyond its network capabilities, AT&T has complementary assets
that will allow SBC to bring a full range of innovative voice and
data services to customers around the world.  These include a
broad, high-end enterprise customer base, proven sales expertise
in complex communications solutions, and an advanced product
portfolio including a broad range of IP-based services.  In
addition, AT&T has the world's premier communications research
organization, AT&T Labs, which has more than 5,600 patents, issued
or pending, worldwide.

Highlights

      a. $16 billion transaction brings together industry leaders
         with highly complementary strengths and customer bases

      b. Combines AT&T's national and global IP-based networks and   
         expertise with SBC's strong local exchange, broadband and
         wireless assets

      c. New company to accelerate customer transition to advanced
         IP solutions and services

      d. Significant synergies expected to make transaction cash    
         flow positive in 2007 and generate earnings per share
         growth in 2008

                     Financial Expectations

SBC and AT&T expect the proposed transaction will yield a net
present value of more than $15 billion in synergies, net of the
cost to achieve them.  The synergies ramp quickly with a net
annual run rate of $2 billion or greater beginning in 2008.

Almost all of the synergies will come from reduced costs over and
above expected cost improvements from the companies' ongoing
productivity initiatives.  Nearly half of the total net synergies
are expected to come from network operations and IT, as facilities
and operations are consolidated.  Approximately 25 percent are
expected to come from the combined business services
organizations, as sales and support functions are combined.  About
10 to 15 percent of the synergies are expected to come from
eliminating duplicate corporate functions.  Approximately 10 to 15
percent of expected synergies come from revenues, as the combined
company migrates service offerings to new customer segments.

SBC has also taken a conservative approach modeling expected AT&T
revenues.  AT&T's revenues have declined over recent years as it
has transitioned from a voice long distance business to an
emphasis on business and data markets, and those declines are
expected to continue.  At the same time, AT&T's next-generation IP
and e-services revenues grew 11 percent in 2004.

SBC expects the acquisition will slow its revenue growth rate in
the near term following closing.  New revenue opportunities
include expanded wireless sales in the enterprise space and taking
AT&T's industry-leading portfolio of enterprise IP-based services
down market to small business and residential customers.

SBC expects the transaction will be cash flow positive in 2007 and
earnings per share positive in 2008 - both growing in the years
thereafter.  Positive cash flow from the acquired business is
expected to provide additional financial flexibility for SBC over
the next several years.

AT&T currently has approximately $6 billion in net debt and SBC
has $26 billion, excluding debt at Cingular Wireless.  SBC expects
free cash flow after dividends from the combined companies to
provide the flexibility to continue to reduce combined debt levels
over the next five years while providing excellent cash returns to
stockholders.

Mr. Whitacre will serve as chairman, CEO and a member of the Board
of Directors of the new company.  Mr. Dorman will serve as
president and a member of the Board of Directors.  Additionally,
two other members of AT&T's Board of Directors will join the SBC
Board.  The corporate headquarters for the combined company will
remain in San Antonio.

With regard to the company name, Whitacre said, "We value the
heritage and strength of the AT&T brand, which is one of the most
widely recognized and respected names throughout the world, and it
will certainly be a part of the new company's future."

SBC, AT&T Corp. and their respective directors and executive
officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies from AT&T
shareholders in respect of the proposed transaction.  Information
regarding SBC's directors and executive officers is available in
SBC's proxy statement for its 2004 annual meeting of stockholders,
dated Mar. 11, 2004, and information regarding AT&T Corp.'s
directors and executive officers is available in AT&T Corp.'s
proxy statement for its 2004 annual meeting of shareholders, dated
Mar. 25, 2004.  Additional information regarding the interests of
such potential participants will be included in the registration
and proxy statement and the other relevant documents filed with
the SEC when they become available.

                      About SBC Communications

SBC Communications Inc., -- http://www.sbc.com/--is a Fortune 50  
company whose subsidiaries, operating under the SBC brand, provide
a full range of voice, data, networking, e-business, directory
publishing and advertising, and related services to businesses,
consumers and other telecommunications providers.  SBC holds a 60
percent ownership interest in Cingular Wireless, which serves 49.1
million wireless customers.  SBC companies provide high-speed DSL
Internet access lines to more American consumers than any other
provider and are among the nation's leading providers of Internet
services. SBC companies also now offer satellite TV service.

At Sept. 30, 2004, SBC Communications' balance sheet showed a
$27,472,000 stockholders' deficit, compared to a $43,877,000
deficit at Dec. 31, 2003.

                        About AT&T

For more than 125 years, AT&T (NYSE:T) has been known for
unparalleled quality and reliability in communications.  Backed by
the research and development capabilities of AT&T Labs, the
company is a global leader in local, long distance, Internet and
transaction-based voice and data services.

As reported in the Troubled Company Reporter on Oct. 12, 2004,
Moody's Investors Service affirmed AT&T Corporation's debt ratings
subsequent to the company's recent restructuring and headcount
reduction announcement.

Moody's affirmed these AT&T Corp. ratings:

     * Senior Implied Rating, Ba1
     * Senior unsecured debt, Ba1
     * Senior unsecured shelf, (P) Ba1
     * Short-term debt, NP
     * Liquidity Rating, SGL-1

The outlook is negative for all ratings, Moody's says.  


AVISTA CORP: Moody's Lifts Rating on Series C Medium Term Notes
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Avista
Corporation's series C medium-term notes to Baa3 from Ba1.  The
rating action solely reflects the granting of first mortgage bond
security to the notes, which had previously been unsecured.

Avista Corp. provided first mortgage bond security to the series C
MTNs in order to suspend negative covenants that had limited its
ability to issue additional secured debt.  Avista's other ratings
are unaffected.  The rating outlook for Avista remains stable.

Concurrently, Moody's assigned a Baa3 rating to Avista's five-year
$350 million committed senior secured credit agreement that has a
maturity of December 2009.

The Baa3 rating assigned to Avista Corp.'s $350 million bank
credit facility reflects pari-passu standing for the lenders under
Avista's first mortgage bond indenture.  All of Avista's
outstanding secured debt carries a rating of Baa3.  Moody's notes
an improvement in the liquidity support that is provided by
Avista's current bank credit facility since it now has a multi-
year term compared to the prior $350 million 364-day facility,
which was set to expire on May 5, 2005.

The current facility has rating sensitive pricing, allows for the
issuance of up to $150 million in letters of credit, and contains
customary covenants and default provisions.  Key financial
covenants include a maximum allowable ratio of consolidated total
debt to consolidated total capitalization of 70% and a minimum
required ratio of earnings before interest, taxes, depreciation
and amortization to interest expense of 1.6 to 1, as defined under
the agreement.  Avista maintained ample headroom against the
financial covenants at September 30, 2004.

Avista's Baa3 senior secured rating continues to reflect the
benefits of its back to basics strategy, with a principal focus on
core utility operations, reducing debt and restoring financial
health.  The Company continues to recover deferred energy costs
under the terms of past regulatory settlements and has improved
its supply position by adding owned gas-fired generating capacity
to reduce its dependence on purchased power.  

Avista Corp.'s Baa3 rating also reflects ongoing credit
challenges, including the need to garner support in future rate
proceedings from Washington and Idaho state regulators, while
continuing to manage risks associated with Avista Energy's trading
and marketing operations.  We note that Avista Energy's business
has been scaled down and is now largely focused on marketing
activities relating to owned and managed assets.

Avista Corp. ratings upgraded are its:

   * Series C Medium Term Note Program to Baa3 from Ba1

   * Six tranches of currently outstanding Series C Medium Term
     Notes to Baa3 from Ba1

Avista Corporation is an energy company with utility and other
subsidiary operations throughout North America.  Its headquarters
are located in Spokane, Washington.


BREA COMMUNITY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Brea Community Hospital Corp.
        380 West Central Avenue
        Brea, California 92821

Bankruptcy Case No.: 05-10551

Type of Business: The Debtor operates a hospital.

Chapter 11 Petition Date: January 28, 2005

Court: Central District of California (Santa Ana)

Judge: John E. Ryan

Debtor's Counsel: Sarah E. Petty, Esq.
                  Winthrop Couchot Professional Corp.
                  1920 Main Street, Suite 1200
                  Irvine, CA 92614
                  Tel: 949-253-2700

Total Assets: $8,000,000

Total Debts:  $13,000,000

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Prudential Retirement         Pension Plan              $428,152
Services
P.O. Box 1050
Wilkes-Barre, PA 18703

Comprehensive Pharmacy        Trade Debt                $326,987
Services, Inc.
P.O. Box 1000, Dept. 176
Memphis, TN 38148

Managed Alternative Care      Trade Debt                $323,595
222 S. Harbor Blvd. Ste. 710
Anaheim, CA 92805

Latham & Watkins              Legal Fees                $299,270
633 West Fifth St. Ste. 4000
Los Angeles, CA 90071

Owen Healthcare, Inc.         Trade Debt                $273,073
7000 Cardinal Place
Dublin, OH 43017

Spectrum Brea Holdings LLC    Fees                      $250,000
4685 MacArthur Court,
Ste. 220
Newport Beach, CA 92660

Professional Hospital Supply  Trade Debt                $235,939

State Fund Compensation Ins.  Insurance                 $208,622

Aetna, Inc.                   Trade Debt                $193,558

Depuy Bio Dynamics            Trade Debt                $169,774

Super Security Services       Trade Debt                $169,294

Medline Industries, Inc.      Trade Debt                $168,639

Medical Information Tech,     Trade Debt                $153,273
Inc.

AICCO                         Trade Debt                $138,783

Maxim Healthcare Services     Trade Debt                $137,835

Seaspine                      Trade Debt                $121,235

Advanced Medical Products     Trade Debt                 $97,626
Inc.

Associated Health             Trade Debt                 $86,543
Professionals Inc.

Orthovision                   Trade Debt                 $80,660

American Red Cross            Trade Debt                 $72,114


BUCKEYE TECHNOLOGIES: S&P Puts BB- Rating on $85 Million Term Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' secured bank
loan rating to specialty pulp producer Buckeye Technologies Inc.'s
proposed $85 million term loan B add-on, based on preliminary
terms and conditions.  All other ratings were affirmed.  The
outlook is stable.

Proceeds from the term loan add-on plus $15 million of cash on
hand will be used to redeem Buckeye's $100 million 9.25%
subordinated notes due 2008.  The amended credit facility will be
comprised of the existing $70 million revolving credit facility
maturing in 2008 and a $185 million term loan B, which amortizes
at 1% per year until maturity in 2010.  Total debt, including
capitalized operating leases at Dec. 31, 2004, was $576 million.

"The ratings on Buckeye reflect its very aggressive debt leverage,
excess industry capacity, and meaningful, albeit declining,
proportion of cyclical commodity sales, which are partly offset by
the company's leading shares in value-added product markets,
improving cost structure, and good geographic diversity," said
Standard & Poor's credit analyst Pamela Rice.

Memphis, Tennessee-based Buckeye, with revenue of $657 million in
the fiscal year ended June 30, 2004, is a leading producer of
absorbent products and specialty pulps that serve a wide variety
of end uses, including household wipes and mops, feminine care,
diapers, tire cords, thickeners, food casings, liquid crystal
display screens, pharmaceuticals, filters, and currency paper.
High barriers to entry, such as long-term customer relationships,
substantial customer switching costs, and technical know-how and
support protect Buckeye's solid market positions.


CASH TECHNOLOGIES: Subsidiary Acquires Tomco Auto for $2.5 Million
------------------------------------------------------------------
Cash Technologies, Inc.'s majority owned subsidiary, TAP Holdings,
LLC acquired certain assets and liabilities of Tomco Auto
Products, Inc., for a purchase price of $2,500,000, less certain
adjustments, paid as follows: $650,000 in cash and the remainder
from an asset based credit line, seller-carried financing and
assumption of certain liabilities.  The total assets purchased had
an approximate book value of $11,001,478, a majority of which was
inventory, valued at $9,650,225.  The difference between the net
inventory and the purchase price resulted in an extraordinary gain
to the Company of $5,999,951.

As of November 30, 2004, the Company has outstanding short-term
loans of an aggregate principal amount of $408,915 from Bruce
Korman (and related parties) who is this Company's Chief Executive
Officer and Chairman of the Board of Directors.  The loans are
short-term interest bearing loans and are payable upon demand.
Furthermore, as of November 30, 2004, Cash Technologies was in
arrears of $323,802 for the salary to Mr. Korman and it owed
$68,578 in accrued rent for its offices to a company in which Mr.
Korman has a beneficial interest.  As of November 30, 2004, the
Company was also in arrears in the amount of $72,553 for salary to
Mr. Darryl Bergman. Mr. Bergman serves as Chief Technology
Officer.

Cash Technologies, Inc., operates through four business segments:
CoinBank machine-related activities, EMMA-related activities,
Heuristic Technologies, Inc. and TAP Holdings, LLC.  The Company
sells CoinBank self-service coin counting machines through
existing equipment distribution channels.  Its EMMA transaction
processing system has not yet been deployed and all current
software development costs are being expensed.

As of November 30, 2004, the Company has a $1,328,157
stockholders' deficit.


CATHOLIC CHURCH: Spokane Hires Gordon Murray as Counsel
-------------------------------------------------------
As previously reported, the Spokane Diocese seeks authority from
the U.S. Bankruptcy Court for the Eastern District of Washington
to employ Gordon Murray Tilden, LLP, as insurance coverage
counsel.

William S. Skylstad, Bishop of the Diocese of Spokane, explains
that Gordon Murray is experienced in all aspects of insurance
coverage advice and litigation.  Gordon Murray specializes in
civil trial litigation and, in particular, has extensive
experience throughout Washington as well as the rest of the
country in advising policyholders with respect to their rights
under insurance policies.  James R. Murray, as lead counsel, has
20 years experience advising policyholders in insurance coverage
litigation.

The firm's coverage practice ranges from large-scale litigation on
behalf of international corporate policyholders under complex
coverage lines, to advising individual insureds under disability,
property, auto and other policies.

Gordon Murray will advise the United States Trustee regarding the
Diocese's rights under its historical insurance liability policies
and will represent the Diocese in insurance coverage litigation
pending, or to be filed, with respect to some or all of Spokane's
insurance companies.

*   *   *

Judge Williams authorizes the Diocese of Spokane to employ
Gordon, Murray, Tilden, LLP, as insurance coverage counsel.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Archdiocese
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $11,162,938 in total
assets and $81,364,055 in total debts. (Catholic Church Bankruptcy
News, Issue No. 15; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


CENDANT MORTGAGE: Fitch Puts Low-B Ratings on Two 2005-1 Certs.
---------------------------------------------------------------
Cendant Mortgage Capital LLC - CDMC -- mortgage pass-through
certificates, series 2005-1, are rated by Fitch:

     -- $70.8 million classes A-1 through A-5, R-I, and R-II
        certificates (senior certificates) 'AAA';

     -- $3.2 million privately offered class B-1 certificates
        'AA';

     -- $527,554 privately offered class B-2 certificates 'A';

     -- $301,459 privately offered class B-3 certificates 'BBB';

     -- $188,412 privately offered class B-4 certificates 'BB';
     
     -- $150,730 privately offered class B-5 certificates 'B'.

The 'AAA' rating on the senior certificates reflects the 6.00%
subordination provided by:

     * the 4.20% class B-1,
     * the 0.70% class B-2,
     * the 0.40% class B-3,
     * the 0.25% class B-4,
     * the 0.20% class B-5, and
     * the 0.25% privately offered class B-6 (which is not rated
       by Fitch).

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults, as well as bankruptcy, fraud, and
special hazard losses in limited amounts.  In addition, the
ratings also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures, and
the servicing capabilities of Cendant Mortgage Corporation, which
is rated 'RPS1' by Fitch.

The certificates represent ownership in a trust fund, which
consists primarily of 147 one- to four-family conventional,
30-year fixed-rate mortgage loans secured by first liens on
residential mortgage properties.  As of the cut-off date (Jan. 1,
2005), the mortgage pool has an aggregate principal balance of
approximately $75,364,837, a weighted average original loan-to-
value ratio - OLTV -- of 69.85%, a weighted average coupon
-- WAC -- of 5.745%, a weighted average remaining term - WAM -- of
332 months  and an average balance of $512,686.  

The loans are primarily located in:

     * California (19.16%),
     * New Jersey (12.34%), and
     * New York (9.96%).

None of the mortgage loans are 'high cost' loans as defined under
any local, state, or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
see the press release 'Fitch Revises Rating Criteria in Wake of
Predatory Lending Legislation,' dated May 1, 2003, available on
the Fitch Ratings web site at http://www.fitchratings.com/

All of the mortgage loans were either originated or acquired in
accordance with the underwriting guidelines established by Cendant
Mortgage Corporation.  Any mortgage loan with an OLTV in excess of
80% is required to have a primary mortgage insurance policy.
Approximately 5.21% of the mortgage loans are pledged asset loans.
These loans, also referred to as 'additional collateral loans',
are secured by a security interest, normally in securities owned
by the borrower, which generally does not exceed 30% of the loan
amount.  Ambac Assurance Corporation provides a limited purpose
surety bond, which guarantees that the trust receives certain
shortfalls and proceeds realized from the liquidation of the
additional collateral, up to 30% of the original principal amount
of that additional collateral loan.

Citibank N.A. will serve as trustee.  For federal income tax
purposes, an election will be made to treat the trust fund as two
real estate mortgage investment conduits -- REMICs.


COMM SOUTH: U.S. Trustee Asks Court to Dismiss Bankruptcy Case
--------------------------------------------------------------         
William T. Neary, the U.S. Trustee for Region 6 asks the U.S.
Bankruptcy Court for the Northern District of Texas to dismiss or
convert to a Chapter 7 liquidation proceeding the chapter 11
bankruptcy case filed by Comm South Companies, Inc. and its
debtor-affiliates.  

Mr. Neary gives five reasons why the Court should grant his
request:

   a) the Debtors filed a Plan of Reorganization and Disclosure
      Statement on August 10, 2004, in which Mobilero Corp. agreed
      to invest and provide capital to the Debtors under an
      investment agreement, but Mobilero terminated the agreement
      in October 2004, making it impossible for the Debtors to go
      forward with the present Plan;

   b) according to documents filed with the Court, the Debtors
      admit that they have been unable to find another investor or
      purchaser for their companies;

   c) the last monthly operating report the Debtors submitted, the
      September 2004 report shows gross revenues were $1,170,855
      but gross profits have fallen to $4,634;

   d) the Debtors' postpetition payables for September 2004
      amounts to $243,614, raising the question of whether the
      Debtors can continue to operate their businesses at a risk
      to their creditors; and

   e) the Debtors are administratively insolvent, they owe unpaid
      reorganization expenses of U.S. Trustee fees and attorney
      fess, and they are still unable to prosecute a confirmable
      Plan after over 15 months under bankruptcy protection.

Mr. Neary believes these facts demonstrate causes to dismiss or
convert the Debtors' chapter 11 case pursuant to Section 1112(b)
of the Bankruptcy Code.

The Court will convene a hearing at 9:00 a.m., on February 24,
2005, to consider Mr. Neary's motion.

Headquartered in Dallas, Texas, Comm South Companies, Inc., is a
telecommunications company providing local and long distance
telephone service for both residential and commercial users.  The
Company and its debtor-affiliates filed for chapter 11 protection
on September 19, 2003 (Bankr. N.D. Tex. Case No. 03-39496).
Terrance Ponsford, Esq., at Sheppard Mullin Richter and Hampton,
LLP, represent the Debtors in their restructuring efforts.  When
the Company filed for protection from its creditors, it listed
estimated assets of $1 million to &10 million and estimated debts
of $50 million to $100 million.


CONSTELLATION BRANDS: Executives Plan to Sell Common Shares
-----------------------------------------------------------
Constellation Brands, Inc. (NYSE: STZ, ASX: CBR) Chairman and CEO
Richard Sands, President and COO Rob Sands, Executive Vice
President and CFO Tom Summer and Executive Vice President and
Chief Legal Officer Tom Mullin have adopted plans in compliance
with Securities and Exchange Commission rule 10b5-1 that provide
for the sale of shares of the company's Class A common stock
currently subject to stock options.

These options, which are due to expire over the next year in the
case of those held by the Sands, in the next two to five years in
the case of those held by Summer, and five years for those held by
Mullin, were granted under the company's long term stock incentive
plans in which other employees are also eligible to participate.
Each of the executives has advised the company that the shares are
being sold to fund the option exercises and provide for portfolio
diversification. The other shares of Constellation Brands stock
held by the executives are unaffected by these plans.

These transactions, when they occur in accordance with the 10b5-1
plans, will be publicly disclosed in Form 4 filings required to be
made with the SEC within two business days of each sale date.  The
following table reflects the number of shares covered by the plans
for each executive:

                          Total Number of Shares
         Seller            Covered by Sales Plan
         ------           ----------------------
         Richard Sands           316,800
         Rob Sands               296,800
         Tom Summer               96,400
         Tom Mullin               50,000

                        About the Company

Constellation Brands, Inc. -- http://www.cbrands.com./-- is a  
leading international producer and marketer of beverage alcohol
brands with a broad portfolio across the wine, spirits and
imported beer categories. Constellation Brands is also the
largest fine wine company in the United States. Well-known brands
in Constellation's beverage alcohol portfolio include: Corona
Extra, Pacifico, St. Pauli Girl, Black Velvet, Fleischmann's, Mr.
Boston, Paul Masson Grande Amber Brandy, Franciscan Oakville
Estate, Estancia, Simi, Ravenswood, Blackstone, Banrock Station,
Hardys, Nobilo, Alice White, Vendange, Almaden, Arbor Mist,
Stowells and Blackthorn.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 9, 2004,
Moody's Investors Service assigned a Ba2 rating to Constellation
Brands, Inc.'s proposed $2.9 billion senior secured credit
facility from which the proceeds will be used to finance the
approximately $1.4 billion purchase of The Robert Mondavi
Corporation (no debt rated by Moody's) announced in November 2004.
The secured debt rating is one notch lower than the Ba1 rating for
Constellation's existing $1.2 billion facility due to the
substantial amount of incremental debt and the reduction in excess
collateral coverage in a distress scenario. Concurrent with the
rating assignment (and prospective withdrawal of the existing
secured debt rating), Moody's confirmed Constellation's existing
ratings and assigned a stable ratings outlook. These rating
actions conclude the review for possible downgrade initiated on
November 9, 2004. Constellation's Speculative Grade Liquidity
rating of SGL-1, denoting very good liquidity, is unaffected by
the rating actions and will be revisited after the completion of
the proposed acquisition and financings.


COTT CORP: Earns $11 Million of Net Income in Fourth Quarter
------------------------------------------------------------
Cott Corporation (NYSE:COT; TSX:BCB) reported results for the
fourth quarter and full year ending January 1, 2005.  The retailer
brand soft drink manufacturer posted revenues for the full fiscal
year 2004 of $1.65 billion, up 16% from 2003, with sales growth
coming from the U.S., U.K. and Mexican business units.  Net income
was $78 million, up slightly from $77 million in the prior year.
Earnings per diluted share for the year were $1.09, about the same
as last year despite profit pressure from higher packaging and
supply chain costs in the U.S. Fiscal year 2003 results reflected
an additional week in the fourth quarter, which added $21 million
in sales last year and $0.01 in diluted earnings per share. When
the extra week is excluded, fiscal 2004 sales rose by 18%, up 13%
without acquisitions and up 11% excluding foreign exchange as
well.

"We continue to see strong long term sales and profit growth for
Cott, despite weaker than expected profits in 2004," said John K.
Sheppard, president and chief executive officer.  "Our customers
are growing, the demand for retailer brands is growing and we
believe we now have the right plans in place to translate these
continued top-line gains into shareowner value in 2005."

For the fourth quarter, the Company's sales totaled a record
$369 million, 7% better than for the same period last year, up 14%
excluding 2003's 53rd week, up 9% without acquisitions and up 6%
excluding foreign exchange.

For the year ended January 1, 2005, sales reached $1.65 billion,
up from $1.42 billion in the prior year. Cott's U.S. business unit
led the Company's sales growth with an 18% improvement over prior
year, up 20% excluding 2003's 53rd week and up 13% when
acquisitions are also excluded.  The U.K./Europe business unit was
up 17%, 4% better excluding foreign exchange.  International sales
were up 45%, up 49% excluding foreign exchange, principally as a
result of strong performance in Mexico where annual sales reached
$41 million.  In Canada, sales were down 1%, down 7% when foreign
exchange is also excluded.

Gross margin for the year was 17.2% compared to 19.5% in prior
year.  Higher plant costs and increased freight and packaging
costs contributed to this decline.

Operating income was $145 million, down 2.8% from prior year, down
1.6% excluding 2003's 53rd week.  In the U.S., the Company's
business unit reported a 3% decline in 2004 operating income and
the Canadian unit was down 43%.  The UK/Europe business unit had a
65% increase in operating income to $13 million, while
International almost doubled from $5.7 million to $10.4 million.

Net income for the year was $78 million, up 1.2% over prior year
and up 2.1% when the 53rd week is also excluded. Earnings per
diluted share were $1.09, flat with last year, up 1% excluding
last year's extra week.

Sales for the fourth quarter were $369 million up from
$345 million last year.  The Company's U.S. business unit led
fourth quarter sales growth with an increase of 10%, up 17%
excluding the 53rd week and up 10% excluding acquisitions as well.
Sales in the U.K./Europe unit were up 6%, up 11% excluding the
prior year's 53rd week, up 1% when foreign exchange is also
excluded.  International sales rose 20% to $15 million, of which
sales in Mexico amounted to $11 million. The Canadian unit saw a
7% decline in sales, down 1% excluding 2003's additional week,
down 9% excluding foreign exchange also.

Gross margin of 15.4% compares to 19.8% for the fourth quarter
last year.  Higher plant costs as a result of lower manufacturing
efficiencies in the U.S., together with packaging cost increases,
were responsible for this decline.

Operating income for the fourth quarter was $23 million, compared
to $33 million in the prior year, $31 million excluding 2003's
extra week.  Net income for the quarter was $11 million compared
to $17 million in prior year, $16 million when the extra week in
2003 is excluded. Earnings per diluted share were $0.16 versus
$0.23 for the same period last year, $0.22 excluding the extra
week. Supplier rebates, partially offset by packaging price
increases and the write down of the Company's investment in
Iroquois Water, had a favourable impact $0.02 per diluted share in
the quarter.

Commenting further on the year ahead, Mr. Sheppard repeated the
Company's previously announced guidance for 2005. Sales growth of
8 to 10% is anticipated, with EBITDA expected to be between $230
and $240 million.  Earnings per diluted share are expected to be
in the range of $1.21 to $1.25 and capital spending is expected to
be approximately $95 million.

The Company has already passed additional price increases through
to customers in 2005 to help offset increased packaging and other
commodity costs.  At the same time, Cott has taken steps to reduce
logistics expenses and improve efficiencies, including last year's
acquisition of three new bottling facilities and the installation
of two new bottling lines.  In addition, the Company continues to
build management strength with the hiring of industry veteran Bob
Flaherty, who took over as president of the U.S. business unit
earlier this month.

"With a $229 million increase in sales this year, we struggled to
meet the surge in demand from our customers," said Mr. Sheppard.
"However, we remain committed to meeting and exceeding customers'
expectations in 2005 as we focus on the same back-to-basics
approach that has contributed to our significant growth over the
past six years."

Cott Corporation is the world's largest retailer brand soft drink
supplier, with the leading take home carbonated soft drink market
shares in this segment in its core markets of the United States,
Canada and the United Kingdom.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 2, 2004,
Standard & Poor's Rating Services revised its outlook for Cott
Corp. to positive from stable.  At the same time, Standard &
Poor's affirmed its 'BB' long-term corporate credit and 'B+'
subordinated debt ratings on Toronto, Ontario-based Cott Corp.

Total debt outstanding was about US$362 million at July 3, 2004.

As reported in the Troubled Company Reporter on Aug. 23, 2004,
Moody's Investors Service upgraded the ratings for Cott
Corporation recognizing the company's strong and consistent
financial and operating performance throughout the recent past and
affirming Moody's expectation of continued success over the
ratings horizon.


COTT CORPORATION: S&P Affirms B+ Subordinated Debt Ratings
----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on the
leading supplier of retailer-branded soft drinks, Cott
Corporation, to stable from positive.  At the same time, Standard
& Poor's affirmed its 'BB' long-term corporate credit and 'B+'
subordinated debt ratings of the company.

"The outlook revision follows Cott's announcement of its fourth-
quarter 2004 financial performance, which was weaker than expected
due to challenges with the company's U.S. business," said Standard
& Poor's credit analyst Lori Harris.  Although fourth-quarter
sales increased 7%, reported operating income dropped 29% during
this time because of a lower gross margin.  Cott's gross margin
declined to 15.4% in the fourth quarter ended Jan. 1, 2005, from
19.8% in the same period a year earlier because of higher plant
costs resulting from lower U.S. manufacturing efficiencies and
higher packaging costs.  Although management has announced plans
to improve operating efficiencies, Standard & Poor's believes that
it could be some time before margins return to 2003 levels.

The ratings on Cott reflect:

   -- below-average business profile stemming from a narrow
      product portfolio,

   -- customer concentration,

   -- currently insufficient manufacturing capacity, and

   -- small size in a sector dominated by companies with
      substantially greater financial resources.  

These factors are partially offset by Cott's solid credit
protection measures and good market position as a private label
manufacturer and marketer of take-home carbonated soft drinks.  
Cott competes in the mature and highly competitive soft drink
category alongside bigger players by seeking a strong private
label share.  Despite this defensive operating strategy, the
company is vulnerable to pricing and market share actions by its
primary competitors.

The U.S. remains Cott's most important market, representing fiscal
2004 reported sales and operating income of about 73% and 78%,
respectively.  The company's U.S. revenues increased 18% last
year, while operating income declined 3%.  Cott has recently
experienced a capacity shortage in the U.S. due to its strong
revenue growth rate, resulting in the need to outsource production
to meet demand.  As a result, logistics and manufacturing costs
have increased, which has affected gross margins.  Furthermore,
operating inefficiencies and higher raw material costs also had a
negative impact on gross margins last year.  Management is making
efforts to improve cost efficiencies and expand capacity through
capital expenditures in existing facilities, better productivity,
SKU rationalization, and the construction of a new U.S. plant this
year.

The stable outlook on Cott reflects Standard & Poor's expectation
that the company will improve its market position and
manufacturing capacity.  The outlook also incorporates our
expectation that the U.S. operations' results will strengthen in
2005.


CREDIT BASED: Fitch Affirms Low-B Rating on 2001-CB2 Class Cert.
----------------------------------------------------------------
Fitch has taken these rating actions on Credit Based Asset
Servicing and Securitization (C-BASS) issues:

   Series 1998-1 group 1

      -- Classes 1A, 1B affirmed at 'AAA';
      -- Class 1C upgraded to 'AAA' from 'AA';
      -- Class 1D upgraded to 'A' from 'BBB'.

   Series 1998-1 group 3

      -- Class 3A affirmed at 'AAA';
      -- Class 3B affirmed at 'AAA';
      -- Class 3C affirmed at 'AA'.

   Series 1999-CB1 group 1

      -- Classes 1A affirmed at 'AAA';
      -- Class 1M-1 upgraded to 'AAA' from 'AA';
      -- Class 1M-2 upgraded to 'AA' from 'A';
      -- Class 1M-3 upgraded to 'A' from 'BBB'.

   Series 1999-CB1 group 2

      -- Classes IIA, IIM1 affirmed at 'AAA';
      -- Class IIM2 affirmed at 'AA';
      -- Class IIB affirmed at 'BBB+'.

   Series 2001-CB2

      -- Class A-3F, A-1A affirmed at 'AAA';
      -- Class M-1 upgraded to 'AAA' from 'AA';
      -- Class M-2 upgraded to 'AA' from 'A';
      -- Class B-1 affirmed at 'BBB';
      -- Class B-2 affirmed at 'B'.

The affirmations on $53,605,107 of the above classes reflect
credit enhancement consistent with future loss expectations.  The
upgrades on $13,007,146 of the above classes are due to the growth
within credit enhancement - CE, comprising subordination and
overcollateralization relative to future loss expectations.

The CE levels for series 1998-1 group 1 classes 1-C, 1-D, and 1-E
have increased by approximately three times original enhancement
levels at the closing date (June 26, 1998).  Class 1-C currently
benefits from 7.38% subordination (originally 2.25%); class 1-D
benefits from 5.56% subordination (originally 1.75%); and class 1-
E benefits from 3.73% subordination (originally 1.25%).  There is
currently 22% of the original collateral remaining in the pool
(based on principal balance).

The CE levels for series 1999-CB1 group 1 classes 1M-1, 1M-2, and
1M-3 have increased by approximately 3x original enhancement
levels at the closing date (March 25, 1999).  Class 1M-1 currently
benefits from 8.16% subordination (originally 2.5%); class 1M-2
benefits from 6.32% subordination (originally 2%); and class 1M-3
benefits from 4.11% subordination (originally 1.4%).  There is
currently 23% of the original collateral remaining in the pool.

The CE levels for series 2001-CB2 classes M1 and M2 have increased
by more than 4x original enhancement levels at the closing date
(June 14, 2001).  Class M1 currently benefits from 31.7%
subordination (originally 7%); class M2 benefits from 20.79%
subordination (originally 4.4%).  There is currently 24% of the
original collateral remaining in the pool.

Series 1999-CB1 group 1 consists of 100% FHA/VA loans.  All the
other transactions comprise subprime quality obligors, and each
contain some amount of subperforming and/or reperforming loans
(between 4% and 18%).

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


CREDIT SUISSE: Fitch Rates $1.1 Million Certificates at 'BB'
------------------------------------------------------------
Credit Suisse First Boston - CSFB -- Mortgage Securities Corp.
mortgage pass-through certificates, series 2005-1, are rated as:

     -- $437.7 million classes I-A-1 through I-A-29, III-A-1
        through VIII-A-6, AR, AR-L, A-P, and A-X (senior
        certificates) 'AAA';

     -- $7.7 million class C-B-1 certificates 'AA';

     -- $2.7 million class C-B-2 certificates 'A';

     -- $1.5 million class C-B-3 certificates 'BBB';

     -- $1.1 million privately offered class C-B-4 certificates
        'BB'.

The mortgage loans are separated into three loan groups.  Loan
groups I and III are cross-collateralized with the class C-B
certificates that support the class I-A-1 through I-A-29, III-A-1
through III-A-6, A-X, A-P, A-R, and AR-L certificates.  The
certificates generally receive distributions based on collections
on the mortgage loans in the corresponding loan group or loan
groups.

The 'AAA' rating on the group I and III senior certificates
reflects the 3.25% subordination provided by:

     * the 1.70% class C-B-1,
     * the 0.60% class C-B-2,
     * the 0.35% class C-B-3,
     * the 0.25% privately offered class C-B-4.

Fitch does not rate the 0.20% privately offered class C-B-5 and
the 0.15% privately offered class C-B-6 certificates.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  In addition, the
ratings also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures, and
the master servicing capabilities of Wells Fargo Bank, N.A.,
(rated 'RMS1' by Fitch).

The trust will contain three groups of fixed-rate mortgage loans
secured by first liens on one- to four-family residential
properties with an approximate aggregate principal balance of
$572,578,863.

The mortgage loans in Group I initially consist of 665 fixed-rate
mortgage loans with an aggregate principal balance of $351,916,807
as of the cut-off date, Jan. 1, 2005.  The mortgage pool has a
weighted average loan-to-value - LTV -- ratio of 68.8% with a
weighted average mortgage rate of 5.90%.  Cash-out refinance loans
account for 22.4% and second homes 4.5%.  The average loan balance
is $529,198 and the loans are primarily concentrated in:

     * California (49.8%),
     * New Jersey (6.8%), and
     * New York (6.7%).

The mortgage loans in Group III initially consist of 184 fixed-
rate mortgage loans with an aggregate principal balance of
$100,500,701 as of the cut-off date, Jan. 1, 2005.  The mortgage
pool has a weighted average LTV ratio of 70.8% with a weighted
average mortgage rate of 5.75%.  Cash-out refinance loans account
for 13.2% and second homes 3.5%.  The average loan balance is
$546,199 and the loans are primarily concentrated in:

     * California (49.42%),
     * New York (7.18%), and
     * New Jersey (4.82%).

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
please see the press release issued May 1, 2003, entitled 'Fitch
Revises Rating Criteria in Wake of Predatory Lending Legislation,'
available on the Fitch Ratings web site at
http://www.fitchratings.com/

U.S. Bank National Association will serve as trustee. Wells Fargo
Bank, N.A will serve as Trust Administrator.  Credit Suisse First
Boston Mortgage Securities Corp., a special purpose corporation,
deposited the loans in the trust which issued the certificates.
For federal income tax purposes, an election will be made to treat
the trust as one real estate mortgage investment conduit.


DALECO RESOURCES: Auditors Raise Going Concern Doubt
----------------------------------------------------
Deven Resources, Inc., reported that its independent auditors,
Vasquez & Company, have stated in their Auditors Report dated
January 17, 2005, which accompanied their financial reports on
Daleco Resources Corporation, that the Company has suffered
significant recurring net losses, negative operating cash flow,
and has uncertainty relative to full recoverability of its assets
including Clean Age Minerals, Incorporated acquisition
($20 million), which raise doubt about its ability to continue as
a going concern.

As of September 30, 2004, the Company has reported a gain of
$3,555,730 (including the gain from forgiveness of debt of
$5,787,687).  The ability of the Company to meet its total
liabilities of $6,405,837 and to continue as a going concern is
dependent upon the availability of future funding, achieving
profitable timber operations and successful development of newly
acquired mineral assets.  On July 24, 2002, the Company entered
into a $10,000,000 Equity Line of Credit Agreement with Cornell
Capital Partners, L.P.  As part of the transaction, the Company
issued to CCP a two-year convertible debenture in a face amount of
$300,000.  The debenture was convertible into common stock at a
price equal to the lessor of 120% of the final bid price on the
Closing Date or 80% of the average lowest three closing bid prices
as reported by Bloomberg of the Company's common stock for the
five trading days immediately preceding the date of the
conversion.

The equity line provides for the Company to draw down $75,000 per
week over a three-year period.  The Company filed a registration
statement on Form SB-2 with the Securities and Exchange
Commission, which became effective on November 7, 2002.  
Commencing in November 2002 and concluding in January 2003, CCP
converted the entire Debenture in 5,027,881 shares of common stock
at an average price per share of $0.117 when including all other
fees and costs associated with the issuance of the debentures and
$0.06 if just the conversion price without including other fees
and costs.

The Company will continue to research and entertain project
specific funding commitments and other capital funding
alternatives if, and as, they become available.

As of September 30, 2004, the Company and certain of it
subsidiaries were in default of certain debt obligations.  The
holders of these instruments are working with the Company to
achieve the ultimate extinguishment of the obligations.

                        About the Company

Daleco Resources Corporation is a natural resources holding
company whose subsidiaries are engaged in the exploration,
development and production of oil and gas properties, the sale of
forest products, the development and sale of naturally occurring
minerals, and the marketing of patented products utilizing the
Company's minerals.  The Company's wholly owned subsidiaries
include Westlands Resources Corporation, Sustainable Forest
Industries, Inc., Deven Resources, Inc., DRI Operating Company,
Inc., Tri-Coastal Energy, Inc., Tri-Coastal Energy, L.P., Clean
Age Minerals, Incorporated, CA Properties, Inc. and The Natural
Resources Exchange, Inc. Deven Resources, Inc. is the managing
general partner of Deerlick Royalty Partners, L.P.  The Company's
assets consist of three separate categories, oil and gas, minerals
and timber.  The company does own patents related to its minerals
and other information technology.


DEAN FOODS: Tax-Free Spinoff Cues Fitch to Affirm Low-B Ratings
---------------------------------------------------------------
Fitch Ratings has affirmed the ratings for Dean Foods Company
following the announcement that Dean will pursue a tax-free spin-
off of its Specialty Foods Group to Dean shareholders.  Fitch
rates Dean:

     -- Senior secured credit facility 'BBB-';
     -- Senior unsecured notes 'BB'.
     -- Rating Outlook Positive.

As of Sept. 30, 2004, Dean had approximately $3.3 billion of debt.
For the latest 12 months ended Sept. 30, 2004, Dean's total debt-
to-earnings before interest taxes depreciation and amortization -
EBITDA -- was 3.8 times, its EBITDA-to-interest incurred was 5.0x,
and its net cash from operating activities-to-total debt was
13.6%.

The Specialty Foods Group is estimated to have approximately $700
million in sales, $100 million in earnings before interest taxes
depreciation and amortization, and $45 million-$50 million in free
cash flow in 2005.  The division consists primarily of private
label and regionally branded pickles, powdered nondairy coffee
creamers, puddings, and sauces.

The transaction is expected to close in the third quarter of 2005
and will result in a new publicly traded company, for which Dean
will have no ownership.  Improvement in Dean's credit measures
will be delayed as a result of the spin-off of approximately $100
million in EBITDA and $45 million-$50 million of cash flow.  In
addition, Dean is not expected to place any debt at the new entity
nor is the company expecting to receive a dividend.  Fitch
anticipates that the overall operating environment will improve
due to more stable class I milk prices, the company will focus on
debt reduction, and the company will refrain from large debt-
financed acquisitions in the near-term.  Consequently, Dean should
be capable of sustaining credit metrics within its rating category
for the foreseeable future.

Dean Foods Company is the largest processor of milk and the third
largest producer of ice cream in the U.S.  In addition, Dean is
the leading producer, distributor, and marketer of value-added
dairy and nondairy products and the largest processor of private
label pickles in the U.S.  Dean also has several joint ventures
and sells products under partnerships and licensed brands such as
Land O'Lakes, Hershey's, and Folgers Jakada.  Dean has operations
in 39 states, Spain, and the U.K.


DIAMOND ENTERTAINMENT: Shareholders Meeting Slated for March 1
--------------------------------------------------------------
The Annual Meeting of Shareholders of Diamond Entertainment
Corporation will be held at the offices of the Company, 800 Tucker
Lane, Walnut, California 91789, on Tuesday, March 1, 2005 at
10:00 a.m., local time, for these purposes:

   (1) to approve the proposed change of the Company's Certificate
       of Incorporation to increase the total number of common
       shares authorized to be issued from 600,000,000 shares to
       800,000,000 shares.

   (2) to authorize a possible reverse stock split of the
       Company's outstanding common stock in the range of 10:1 to
       30:1, as determined in the sole discretion of the Board of
       Directors.

   (3) to approve the Company's 2005 Stock Incentive Plan.

   (4) to elect two Class 1 Directors, one Class 2 Director, and
       two Class 3 Director to hold office for two, one, and three
       years, respectively.
  
       The nominees are named in the Company's Proxy Statement.

   (5) to transact other business as may properly come before
       the  meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on
Jan. 5, 2005, as the date for determining the shareholders of
record entitled to receive notice of, and to vote at, the Annual
Meeting.

The Company is in the business of distributing and selling
videocassette/DVD programs, and general merchandise, through
normal distribution channels throughout the United States

As of September 30, 2004, Diamond Entertainment's liabilities
amounts to $3,600,722, exceeding the Company's assets by $277,710.


DLJ COMMERCIAL: Fitch Affirms Low-B Ratings on 5 Mortgage Certs.
----------------------------------------------------------------
DLJ Commercial Mortgage Corp.'s pass-through certificates, series
1999-CG2, are affirmed by Fitch Ratings:

     -- $117.5 million class A-1A at 'AAA';
     -- $890.2 million class A-1B at 'AAA';
     -- Interest-only class S at 'AAA';
     -- $69.8 million class A-2 at 'AAA';
     -- $81.4 million class A-3 at AA+';
     -- $19.4 million class A-4 at 'AA';
     -- $58.1 million class B-1 at 'A';
     -- $23.3 million class B-2 at 'BBB+';
     -- $38.8 million class B-3 at 'BBB-';
     -- $31 million class B-4 at 'BB+';
     -- $15.5 million class B-5 at 'BB-';
     -- $19.4 million class B-6 at 'B+';
     -- $15.5 million class B-7 at 'B';
     -- $15.5 million class B-8 at 'B-'.

The $29.1 million class C certificates are not rated by Fitch.

The rating affirmations reflect the consistent loan performance
and minimal reduction of collateral balance since issuance.  As of
the January 2005 distribution report, the pool's aggregate
certificate balance has been reduced by 8% to $1.42 billion from
$1.55 billion at issuance.

There are currently nine loans (4.79%) in special servicing, and
losses are expected to erode the unrated class C.  The largest
specially serviced loan (1.4%) is a multifamily property located
in Marietta, Georgia, and is currently real estate owned (REO).
The trust took title to the property through a deed-in-lieu of
foreclosure structured as a purchase and sale agreement.  The
property suffers from structural deterioration, mold, and deferred
maintenance.  Necessary renovations continue and the property will
be marked for sale once they are completed.

The second-largest specially serviced loan (1%) is a multifamily
property located in San Antonio, Texas, and is currently 90+ days
delinquent.  The property has suffered from deferred maintenance
and the borrower is trying to find other sources of financing.  
The special servicer is trying to negotiate a forbearance with the
borrower.

Fitch's analysis took into account the specially serviced loans,
watchlisted loans, and other loans of concern, applying various
stress scenarios.  Based on this analysis, subordination levels
remain sufficient to affirm the ratings.


DTI DENTAL: Grants P. Kalaw & W. Sholdice Stock Options
-------------------------------------------------------
DTI Dental Technologies, Inc., (TSX VENTURE:DTI) grants to two
officers, Paolo Kalaw and Wallace Sholdice, options to purchase an
aggregate of 350,000 common shares of the Company at an exercise
price of $1.25 per share for a term of five years.

DTI Dental Technologies, Inc., is one of North America's fastest
growing, multi-site operators of premium quality dental
laboratories, with fourteen dental laboratories in Canada and the
United States.  DTI's core business strategy is to develop and
operate a national network of high quality dental laboratories in
order to manufacture and distribute restorative and cosmetic
dental prosthetics to dentists in Canada and the United States.   

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


EASTMAN CHEMICAL: Moody's May Upgrade Ba1 Preferred Stock Rating
----------------------------------------------------------------
Moody's Investors Service placed Eastman Chemical Company's rating
for commercial paper, currently at Prime-3, under review for
possible upgrade and affirmed the Company's other debt ratings,
senior unsecured at Baa2.

Additionally, the outlook on the long-term debt was revised to
developing from negative.  These actions were prompted by
Eastman's announcement that it has reached an agreement in
principal to sell its stake in Genencor Inc. to Danisco A/S for
proceeds of $419 million.  This transactions is subject to certain
closing conditions, but is expected to close by the end of May.

If this transaction is completed as planned and Eastman Chemical
utilizes the proceeds for debt reduction, Moody's would likely
raise the Company's CP rating to Prime-2 and move the outlook on
the long-term ratings to stable.

Ratings placed under review for upgrade:

   -- Eastman Chemical Company -- rating for commercial paper at
      Prime-3

   -- Ratings affirmed and outlook changed to developing:

   -- Eastman Chemical Company - Senior unsecured debt at Baa2;
      senior unsecured shelf at (P) Baa2; preferred stock at
      (P)Ba1.

Eastman has agreed to sell all of its common and preferred shares
in Genencor Inc., to Danisco A/S for $419 million.  Separately,
Danisco and Genencor have entered into a definitive agreement for
Danisco to acquire all of other outstanding common shares of
Genencor.  Danisco and Eastman each own approximately 42% of
Genencor's outstanding common stock and 50% of Genencor's
outstanding preferred stock.

Danisco's agreement to purchase Eastman Chemical's shares is
subject to certain closing conditions including the ability of
Danisco to acquire more than 50% of the outstanding shares of
common stock not held by Eastman, Genencor Inc., or officers and
affiliates of the companies.  The acquisition of Danisco by
Genencor is subject to regulatory approval as well.

The revision in Eastman's ratings outlook for its long-term debt
to developing, and the placement of Eastman's rating for
commercial paper under review for upgrade, reflects the contingent
nature of this transaction.  

While Danisco is not expected to have difficulty in gaining
regulatory approval for the transaction, a majority of the
independent shareholders, who hold less that 20% of the
outstanding shares, must agree to the purchase price of $19.25 per
share.  When more than 50% of the independent outstanding shares
have been tendered, Moody's would likely conclude the review and
change Eastman's outlook.

Moving to a stable ratings outlook and raising the commercial
paper rating to Prime-2 would reflect Moody's expectation that
Eastman's will utilize the proceeds from the transaction and
excess cash on its balance sheet to reduce debt over the next 12-
18 months.  Moody's believes it would be challenging for the
company to substantially improve credit metrics without reducing
debt toward $1.5 billion, given its high dividend and required
contributions to its US pension plan over the next several years.

Furthermore, these actions would anticipate that Eastman
Chemical's financial performance would continue to improve
throughout 2005 and 2006, and that the Company will be able to
generate at least a $100 million of free cash flow per year,
including expected pension contributions.  Moreover, it reflects
Moody's belief that Eastman will not undertake any substantial
acquisition, share repurchase, or increase its dividend until free
cash flow, after pension contributions, to total debt rises
consistently above 10%.

Moody's believes that successful completion of the Genencor
transaction would also improve Eastman Chemical's credit profile
by enabling it to reduce borrowings under its $700 million
revolving credit facility, which matures in April 2009, and its
$200 million accounts receivable securitization facility, which
matures in July 2005.  The improvement in the Company's financial
metrics, and liquidity due to reduced debt levels, increases
financial flexibility, and stronger financial performance in 2005
should be sufficient to more than fully support a Prime-2 rating.

The affirmation of Eastman's Baa2 ratings reflect its solid cash
flow from operations, excluding extraordinary items, even in
cyclical downturn; improving financial performance, the
anticipation of significantly lower debt levels over the next
year, its intention to avoid material debt financed acquisitions,
and its continuing cost reduction efforts.

The ratings are tempered by weak free cash flow generation due to
a large dividend, significant exposure to petrochemical
feedstocks, and the potential for additional pension payments.
Moody's remains concerned that volatility in feedstock costs could
have a negative impact on the company's financial performance over
the next two years.  However, providing that the global economy
continues to exhibit good growth, the chance of any significant
downside is limited, especially given the improved supply/demand
balance in many of the company's end markets.

Moody's expectations are consistent with the industry's cyclical
upturn, which should continue through 2006, especially in the
company's specialty businesses.  Gains from these businesses
should more than offset any weakness in the plastics and fibers
businesses in 2006 due to new capacity scheduled to come on-
stream.

Additionally, Eastman Chemical's vertical integration into
propylene and low-cost methanol (coal-based) should have a larger
positive impact on performance in 2005 and 2006.  Despite
improvements in the supply/demand balance in many of its end
markets, Eastman is not immune from feedstock induced margin
pressure, as demonstrated by the company's fourth quarter results.
Paraxylene, propylene and ethylene glycol are expected to be
particularly volatile over the next two years due to strong market
demand growth.

Headquartered in Kingsport, Tennessee, Eastman Chemical Company is
a major producer of PET plastics, acetate tow, and a broad array
of specialty plastics and resins as well as both commodity and
specialty chemicals.  Eastman reported sales of $6.6 billion in
2004.


EMCOR GROUP: S&P Pares Corporate Credit Rating to BB+ from BBB-
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured debt ratings on EMCOR Group Inc., to 'BB+' from
'BBB-' and removed them from CreditWatch, where they were placed
on Sept. 24, 2004.  The outlook is now stable.

At Sept. 30, 2004, the Norwalk, Connecticut-based specialty
contractor had approximately $230 million of total debt
outstanding.

"The actions reflect EMCOR's weaker-than-expected profitability,
due in part to the challenging commercial construction market,"
said Standard & Poor's credit analyst Paul Kurias.  "Other factors
include decreases in the recovery of estimated costs on completion
of some projects, increase in labor costs on certain construction
work, and reduced labor productivity."

"Although we do expect gradual improvement in the commercial
construction sector," Mr. Kurias said, "it is unlikely the company
will be able to achieve and consistently maintain profitability
and leverage measures consistent with the prior ratings."

EMCOR is the leading North American provider of mechanical and
electrical (M&E) construction services.  The M&E sector is highly
cyclical, because of its reliance on new industrial and commercial
construction.

EMCOR's business continues to have relatively low capital
intensity, good working-capital management, and limited fixed-
capital investments.  The company's U.K. operations, where losses
materially affected EMCOR's 2003 earnings, are expected to
generate profits for 2005.

We expect that EMCOR's financial performance will improve in 2005
from end-market recovery and actions taken in regard to bidding
and cost disciplines within certain business units.  As a result,
we expect EMCOR's financial profile to strengthen in the next 12-
18 months to metrics consistent with the rating.


EVANS FURNITURE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Evans Furniture Co.
        12405 Shelbyville Road
        Louisville, Kentucky 40243

Bankruptcy Case No.: 05-30470

Type of Business: The Debtor is a furniture dealer.

Chapter 11 Petition Date: January 28, 2005

Court: Western District of Kentucky (Louisville)

Debtor's Counsel: David M. Cantor, Esq.
                  Seiller & Handmaker, LLP
                  462 Street 4th Avenue, Suite 2200
                  Louisville, KY 40202
                  Tel: 502-584-7400

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Winkler Family Trust          Secured Value:            $995,000
c/o Mark Ament, Esq.          $600,000
1101 S. 5th St
Louisville, KY 40202

Winkler Family Trust                                    $450,000
c/o Mark Ament
1101 S. 5th St
Louisville, KY 40202

Louis A. Winkler                                        $299,000
4523 Wolf Creek Pkwy
Louisville, KY 40241

Esther Winkler                                          $280,000
c/o Mark Ament, Esq.
3300 First National Tower
Louisville, KY 40202

Louisville Timber & Wood                                 $81,000
P.O. Box 7066
Louisville, KY 40257

Potash Advertising                                       $71,225

Courier Journal                                          $50,937

Berkline LLC                                             $40,138

Kentucky Revenue Cabinet                                 $32,484

Welenken Himmelfab & Co.                                 $21,500

Mohawk Factoring Inc.                                    $20,767

Annette Feinberg                                         $20,000

Rowe Furnitre Corp.                                      $19,725

KESA                                                     $17,956

Marshall Realty                                          $16,318

Stanley Furniture                                        $15,254

Shaw Industries Inc.                                     $10,897

Ryder Transportation                                     $10,246

Bernhardt Furniture Co.                                   $9,098

Industrial Disposal Co.                                   $8,843


FAIRPOINT COMMS: Extends Sr. Debt Tender Offer to Feb. 8
--------------------------------------------------------
FairPoint Communications, Inc. disclosed that, as of 5:00 p.m.,
New York City time, on Jan. 27, 2005, has extended the expiration
date for the cash tender offers for all of its outstanding:

   -- 9-1/2% Senior Subordinated Notes Due 2008,
   -- Floating Rate Callable Securities Due 2008,
   -- 12-1/2% Senior Subordinated Notes Due 2010, and
   -- 11% Senior Notes Due 2010

under each Offer to Purchase and Consent Solicitation Statement
dated Jan. 5, 2005 to 9:00 a.m., New York City time, on Feb. 8,
2005.  As of 5:00 p.m., New York City time, on Jan. 27, 2005,
tenders and consents representing approximately:

   -- 99.8% of the 9-1/2% Notes,
   -- 67.7% of the Floating Rate Notes,
   -- 89.7% of the 12-1/2% Notes, and
   -- 99.1% of the 11% Notes

had been received by FairPoint.

The Offers are subject to several conditions, including, among
other things, FairPoint's completion of its proposed initial
public offering of its common stock and obtaining a new senior
secured credit facility.  FairPoint expects to complete the
initial public offering of its common stock and obtain a new
senior secured credit facility on or prior to the Expiration Date.
FairPoint may amend, extend or terminate one or more of the Offers
in its sole discretion.

                        About the Company

FairPoint is one of the leading providers of telecommunications
services in rural communities across the country. Incorporated in
1991, FairPoint's mission is to operate and acquire
telecommunications companies that set the standard of excellence
for the delivery of service to rural communities.  Today,
FairPoint owns and operates 26 rural local exchange companies
located in 17 states.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 12, 2005,
Standard & Poor's Ratings Services placed its ratings on FairPoint
Communications Inc. ('B+') -- a rural local exchange company -- on
CreditWatch with positive implications.  The CreditWatch placement
is due to the company's potential deleveraging efforts resulting
from a proposed initial public offerings, as indicated in a recent
Form S-1 filing with the SEC. S&P's resolution of the
CreditWatch listings will depend on the ultimate size of the IPO
and the capital structure.  In reviewing the company, S&P will
assess the impact of the cash dividend associated with the common
stock on free cash flow and the ability to meet debt maturities
and longer-term competitive pressures.


FALCON PRODUCTS: Files for Chapter 11 Protection in E.D. Missouri
-----------------------------------------------------------------
Falcon Products, Inc. (Pink Sheets:FCPR) and its debtor-affiliates
have filed voluntary chapter 11 petitions with the United States
Bankruptcy Court for the Eastern District of Missouri yesterday,
Jan. 31, 2005.  Falcon said it has reached an agreement in
principle with the holders of a majority in principal amount of
its Senior Subordinated Notes to restructure the Company through a
Chapter 11 Plan of Reorganization.   

The financial restructuring, to be led by a group of noteholders
including Oaktree Capital Management, LLC, an investment firm with
over $28 billion in assets, and Whippoorwill Associates, Inc., on
behalf of certain funds and managed accounts, contemplates the
conversion of $100 million of Falcon's Senior Subordinated Notes
into common stock.  Also, the restructuring would include a
$45 million rights offering available to the holders of the Senior
Subordinated Notes to further reduce its debt.  The agreement in
principle contemplates that Oaktree and Whippoorwill commit to
purchase equity in the Company that has not been subscribed for by
others in the rights offering.  If approved and completed, the
financial restructuring and rights offering would reduce debt by
approximately $145 million and reduce the Company's annual cash
interest expense by approximately $17 million.  As part of such
restructuring, it is currently contemplated that holders of the
Company's junior convertible securities, existing common stock and
outstanding warrants to purchase common stock will receive 2.5% of
the common stock of the restructured Company subject to certain
dilution provisions, although such amount is subject to change.  
In addition, the proposed transaction contemplates no impairment
to Falcon's trade creditors.

                     DIP Financing Facility

Falcon has also obtained a commitment for $45 million of new
debtor-in-possession financing from some of its existing senior
lenders, including certain funds and accounts managed by DDJ
Capital Management, LLC and Mast Capital Management, LLC, which
will provide the Company with significant new liquidity and enable
Falcon to continue to operate during the Chapter 11 process.  It
is anticipated that proceeds from the DIP financing will be used
to repay amounts outstanding under the Company's existing
revolving credit facility with Fleet Capital Corporation as well
as to provide additional liquidity.  Moreover, DDJ Capital and
Mast Capital have provided a commitment to the Company to provide
new financing upon the consummation of the Plan of Reorganization.

Falcon's Chief Executive Officer, Frank Jacobs, commented, "We are
extremely pleased at the progress we have made with our
noteholders.  Their support, combined with the debtor-in-
possession financing provided principally by funds and accounts
managed by DDJ Capital Management and Mast Capital Management,
will allow us to continue to operate and service our customers'
needs as we move through this financial restructuring."

Mr. Jacobs added, "The restructuring will dramatically deleverage
the Company's balance sheet, significantly reducing interest
costs.  The restructuring will allow us to build a stronger
company positioned so that we can effectively compete in the
future.  The results will be beneficial to our key constituencies
including our customers, vendors, employees and stakeholders."

Caleb Kramer, of Oaktree, commented, "We are excited about the
partnership with Falcon.  We believe that our plan, which
substantially reduces the Company's debt, will allow Falcon to be
a stronger company going forward.  We look forward to working with
Frank Jacobs and his management team to help Falcon reach its full
potential."

Although the Company is hopeful that the financial restructuring
and the rights offering will be completed, there can be no
assurances that such restructuring and rights offering will be
completed on the terms outlined above or that any other
restructuring satisfactory to the Company will be completed.

Oaktree Capital Management, LLC, is a Los Angeles based private
investment firm that manages more than $28 billion of investments
in select niche markets for institutions and wealthy individuals.

Founded in 1990, Whippoorwill Associates, Inc., is an investment
manager specializing in distressed investing on behalf of
institutional clients.

DDJ Capital Management, LLC, is a boutique investment manager
specializing in private equity and debt financings, as well as
high yield and special situations investing.  Founded in 1996, the
Wellesley, Massachusetts based investment firm currently manages
more than $2.6 billion on behalf of 70 institutional clients.

Mast Capital Management, LLC is a Boston-based investment manager
focused on high yield and special situation credit lending.

Headquartered in St. Louis, Missouri, Falcon Products, Inc. --
http://www.falconproducts.com/-- and its subsidiaries design,  
manufacture and market products for the hospitality and lodging,
food service, office, healthcare and education segments of the
commercial furniture market.  The Company and eight of its debtor-
affiliates filed for chapter 11 protection on Jan. 31, 2005
(Bankr. E.D. Mo. Lead Case No. 05-41108).  Brian Wade Hocket,
Esq., and Mark V. Bossi, Esq., at Thompson Coburn LLP represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$264,042,000 in total assets and $252,027,000 in total debts.

Falcon will be represented in its Chapter 11 case by Stutman,
Treister & Glatt of Los Angeles as its special reorganization
counsel and Imperial Capital, LLC, as it financial advisor.


FALCON PRODUCTS INC: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Falcon Products, Inc.
             9387 Dielman Industrial Drive
             Saint Louis, Missouri 63132
             Tel: (800) 732-8464

Bankruptcy Case No.: 05-41108

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Sellers & Josephson, Inc.                  05-41119
      Johnson Industries, Inc.                   05-41121
      The Falcon Companies International, Inc.   05-41122
      Howe Furniture Corporation                 05-41123
      Falcon Holdings, Inc.                      05-41124
      Shelby Williams Industries, Inc.           05-41126
      Madison Furniture Industries, Inc.         05-41127
      Epic Furniture Group, Inc.                 05-41128

Type of Business: The Debtor and its subsidiaries design,
                  manufacture, and market an extensive line of
                  furniture for the food service, hospitality and
                  lodging, office, healthcare and education
                  segments of the commercial furniture market.  
                  See http://www.falconproducts.com/

Chapter 11 Petition Date: January , 2005

Court: Eastern District of Missouri (St. Louis)

Judge:  Barry S. Schermer

Debtor's Counsel: Brian Wade Hockett, Esq.
                  Mark V. Bossi, Esq.
                  Thompson Coburn LLP
                  One US Bank Plaza
                  St. Louis, Missouri 63101
                  Tel: (314) 552-6000

Total Assets: $264,042,000

Total Debts:  $252,027,000

Debtor's 24 Largest Unsecured Creditors:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
Bank of New York              Notes                 $100,000,000
Trustee for the Holders of
11.2375% Senior Subordinated
Notes Due 2009
101 Barclay Street
21st Floor West
New York, NY 10286

Oaktree Capital               Notes                  $37,000,000
Management LLC, on behalf of
Certain Funds
333 South Grand Avenue
28th Floor
Los Angeles, CA 90071

Whippoorwill Associates, Inc  Notes                  $25,750,000
As Agent for Certain
Discretionary Accounts
11 Martine Avenue
White Plains, NY 10606

Dalton Investments            Notes                  $10,000,000
12424 Wilshire Boulevard
Suite 600
Los Angeles, CA 90025

Bryan Cave LLP                Trade                     $629,128
One Metropolitan Square #3600
Saint Louis, MO 63102-2750

Beechwood Mountain LLC        Trade                     $621,941
220 Stewart Avenue
Brooklyn, NY 11237

BNSF Logistics, LLC           Trade                     $548,155
4700 South Thompson Suite A202
Springdale, AR 72764

Lakeway Container             Trade                     $489,129
PO Box 763
5715 Superior Drive
Morristown, TN 37815

Lewis Supply Company, Inc.    Trade                     $464,325
2754 South Harper Road
Corinth, MS 38834

Hickory Springs               Trade                     $388,737
Manufacturing Company
235 2nd Avenue NW
PO Box 128
Hickory, NC 28603

E-J Industries, Inc.          Trade                     $356,682
1275 South Campbell Avenue
Chicago, IL 60608-1013

Yellow Freight Systems, Inc.  Trade                     $332,088
10990 Roe Avenue, MS 210
Overland Park, KS 66211

Potoco                        Trade                     $286,393
Via Indipendenza 4
33044 Manzano Udine, Italy

Gateway Integrated Company    Trade                     $248,939

Staffing Solutions            Trade                     $246,157

Phoenix International Freight                           $242,136

Top Chair SA                  Trade                     $237,461

Sedie Friuli Di               Trade                     $231,726

LAMM S.P.A.                   Trade                     $220,481

Ambiente Designs International                          $210,186

Overnite Transportation       Trade                     $205,535

Valley Forge Fabrics          Trade                     $191,106

Specialty Metals & Supply     Trade                     $176,275
Corporation

Signal Plating, Inc.          Trade                     $160,229


FEDERAL-MOGUL: PD Comm. Wants Dr. Peterson's Testimony Excluded
---------------------------------------------------------------
The Official Committee of Asbestos Property Damage Claimants
appointed in the chapter 11 cases of Federal-Mogul Corporation and
its debtor-affiliates asks Judge Lyons of the U.S. District Court
for the District of Delaware to exclude certain portions of the
proposed testimony of Mark Peterson.

Theodore J. Tacconelli, Esq., at Ferry, Joseph & Pearce, P.A., in
Wilmington, Delaware, asserts that Dr. Peterson should be
precluded from testifying about:

    (a) claim values derived from the trust distribution
        procedures proposed in the Debtors' case that were drafted
        by the very constituency he represents;

    (b) claim values derived from the experience of companies
        other than T&N because Dr. Peterson's use of a non-
        scientific, convenience sample of data from other
        companies is statistically unsound; and

    (c) hypothetical future litigation developments based on
        purported revelations of inflammatory documents and other
        information about T&N's history with asbestos should be
        stricken as they are completely without empirical evidence
        and reflect no scientific reasoning.

                   Asbestos PI Committee Objects

Kathleen Campbell, Esq., at Campbell & Levine, LLC, in Wilmington,
Delaware argues that federal courts around the country, as well as
the United States Senate Judiciary Committee, have uniformly and
repeatedly recognized Mark Peterson as qualified to render an
opinion on the magnitude of a company's liability for pending and
projected future asbestos personal injury claims.  There can be no
question that his work is based on generally accepted and reliable
methodologies within the meaning of Daubert v. Merrell Dow Pharm.,
Inc., 509 U.S. 579 (1993) and Kumho Tire Co. v. Carmichael, 526
U.S. 137 (1999).

"[T]he PD Committee's challenges to some of Dr. Peterson's
underlying assumptions are matters for cross examination, and they
go, at most, to the weight of his testimony -- not its
admissibility," Ms. Campbell says.

Hence, the Official Committee of Asbestos Personal Injury
Claimants ask the Court to deny the PD Committee's request.

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)


FOREST CITY: S&P Affirms BB- Rating on $550 Million Senior Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Forest
City Enterprises Inc. -- Forest City -- and assigned its 'BB-'
rating to the company's most recent senior note issue.  The
rating actions impacted roughly $550 million in rated debt.  The
outlook remains stable.

"The ratings reflect a more highly leveraged capital structure, an
aggressive development platform, and opportunistic investment
appetite, as reflected in the company's recent participation in
the acquisition of the New Jersey Nets basketball team," said
credit analysts Scott Robinson.  "These weaknesses are offset by
the company's established track record as a nationally active
developer and the diversification and stability benefits
stemming from the broad product type and geographic focus of the
company's operating portfolio."

Forest City's portfolio performance should be relatively steady in
the near term, due to manageable lease expirations within the core
portfolio and relatively strong leasing levels for the larger
projects within the near-term development pipeline.  However, the
company's investment in the New Jersey Nets this past year does
signal a willingness to take on more risk to pursue an attractive
development opportunity.  Should this investment prove more costly
than expected, the company's outlook and/or ratings would be
revisited.


FRIEDMAN'S INC: Closes Interim $150 Million DIP Financing
---------------------------------------------------------
Friedman's Inc. (OTC: FRDMQ) has closed its interim debtor-in-
possession financing agreement.  As previously announced,
Friedman's received a commitment for up to $150 million in DIP
financing from a group of lenders led by Citicorp USA, Inc., and
arranged by Citigroup Global Markets, Inc.  On Jan. 21, Friedman's
received interim court approval permitting it to borrow up to
$40 million of the DIP financing facility.  The U.S. Bankruptcy
Court entered the interim DIP order on Jan. 28, 2005.  The final
hearing on the DIP financing facility has been scheduled for
Feb. 18.

Friedman's used less than $13 million of the proceeds from
yesterday's DIP closing to repay the Company's prepetition
revolving credit facility in full.  The balance of the interim DIP
financing is immediately available to purchase inventory and for
other general corporate purposes.  At the final hearing,
Friedman's expects to seek final approval of the full $150 million
DIP facility, which currently remains subject to satisfactory
diligence review by the lenders and customary conditions.  To the
extent that the full $150 million is approved at the final
hearing, the Company has agreed to use the final DIP financing
facility to repay its prepetition term loan facility, to fund
certain payments to vendors under its prepetition secured trade
credit program, to purchase additional inventory and for general
corporate purposes.

"We are extremely gratified by how quickly Citicorp was able to
provide a commitment and close on our interim DIP financing
facility," said Chief Executive Officer Sam Cusano.  "We look
forward to working with Citicorp and Citigroup Capital Markets to
complete their remaining due diligence and finalize the overall
$150 million financing agreement."

The Company also noted that with the funding of the interim
$40 million revolving credit facility, along with the priority
status provided by the Bankruptcy Code for postpetition purchases,
vendors should be provided with every assurance that Friedman's
can and will pay for all goods delivered and services rendered
following the filing.  "I am also pleased to report that many of
our vendors have already resumed shipping us new merchandise and
we expect most vendors to resume regular shipping under normal
terms now that we have our interim DIP financing in place," Mr.
Cusano said.

The Company filed chapter 11 petitions to alleviate short-term
liquidity issues which followed unanticipated limitations imposed
earlier in January by the Company's prepetition lenders, continue
Friedman's ongoing restructuring initiatives, and facilitate the
Company's turnaround.

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.


FRIEDMAN'S: Taps Kroll Zolfo for Financial & Restructuring Advice
-----------------------------------------------------------------
Friedman's, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Georgia, Savannah
Division, for authority to retain Kroll Zolfo Cooper as their
bankruptcy consultants and financial advisors.

The Debtors want to engage Kroll Zolfo because of its expertise in
evaluating, negotiating and confirming plans of reorganization,
and debt restructuring.

Kroll Zolfo will:

     a) advise and assist the Debtors in organizing the Debtors'
        resources and activities so as to effectively and
        efficiently plan, coordinate and manage the chapter 11
        process and communicate with customers, lenders,
        suppliers, employees, shareholders and other parties-in-
        interest;

     b) assist the Debtors in designing and implementing programs
        to manage or divest assets, improve operations, reduce
        costs and restructure as necessary with the objective of
        rehabilitating the business;

     c) advise and assist the Debtors with the restatement of
        their financial statements with the Debtors' auditors;

     d) advise the Debtors concerning interfacing with the
        official committees, other constituencies and their
        professionals, including the preparation of financial
        and operating information required by such parties and the
        Bankruptcy Court;

     e) advise and assist management in the development of a plan
        of reorganization and underlying business plan, including
        the related assumptions and rationale, along with other
        information to be included in the disclosure statement;

     f) advise and assist the Debtors in forecasting, planning,
        controlling and other aspects of managing cash, and, if
        necessary, obtaining DIP and Exit Financing;

     g) advise the Debtors with respect to resolving disputes and
        otherwise managing the claims process;

     h) advise and assist the Debtors in negotiating a Plan of
        Reorganization with the various creditor and other
        constituencies;

     i) render expert testimony concerning the feasibility of a
        plan of reorganization and other matters that may arise in
        the case; and

     j) provide such other services as may be required by the
        Debtors.

Kroll Zolfo's professionals' billing rates are:

               Designation          Billing Rate
               -----------          ------------
               Managing Directors   $615 - $760
               Professional Staff    125 -  610
               Support Personnel      50 -  225  
          
Salvatore LoBiondo, Jr., at Kroll Zolfo, discloses that the
Debtors will pay his Firm $1.5 million upon consummation of a plan
of reorganization or a sale of substantially all of the Debtors'
assets.

To the best of the Debtors' knowledge, Kroll Zolfo 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.


GADZOOKS INC: Court Fixes Feb. 4 as Asset Bidding Deadline
----------------------------------------------------------
Gadzooks, Inc., is soliciting offers for the purchase of
substantially all of its assets.  An Auction of the assets will be
held on Feb. 14, 2005, at the offices of Akin Gump Strauss Hauer &
Feld LLP, located at 1700 Pacific Avenue, Suite 4100, Dallas,
Texas 75201.

Written offers must be submitted by 5:00 p.m. on Feb. 4, 2005.  
Copies of the bidding procedures and the terms and conditions of
the Auction may be obtained by contacting:

      Brenda R. Patrick
      Akin Gump Strauss Hauer & Feld LLP
      Tel: (214) 969-2800
      Fax: (214) 969-4343

A hearing to approve the sale of the assets to the highest and
best bidder in a competitive Auction will be held on Feb. 16,
2005, at 9:00 a.m.

Objections to the sale of the assets must be in writing and filed
with the U.S. Bankruptcy Court for the Northern District of Texas,
Dallas Division.  The objections must be received no later than
Feb. 15, 2005, at 4:00 p.m.

The objections must be served on:

   (a) The Clerk of Court
       U.S. Bankruptcy Court for the Northern District of Texas
       Dallas Division

   (b) Counsel to the Debtor:
       Charles R. Gibbs, Esq.
       Akin Gump Strauss Hauer & Feld LLP
       1700 Pacific Avenue, Suite 4100
       Dallas, Texas 75201
       Tel: (214) 969-2800
       Fax: (214) 969-4343

   (c) Counsel to the Official Committee of Unsecured Creditors:
       Sam Stricklin, Esq.
       Bracewell & Patterson, LLP
       500 North Akard
       Dallas, Texas 75201
       Fax: (214) 758-1010

   (d) such other parties as the Court may order.

Headquartered in Carrollton, Texas, Gadzooks, Inc. --
http://www.gadzooks.com/-- is a mall-based specialty retailer
selling casual clothing, accessories and shoes for 16-22 year old
females.  The Company now operates 243 stores in 40 states.  The
Company filed for chapter 11 protection on February 3, 2004
(Bankr. N.D. Tex. Case No. 04-31486).  Charles R. Gibbs, Esq., and
Keith Miles Aurzada, Esq., at Akin Gump Strauss Hauer & Feld, LLP,
represent the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$84,570,641 in total assets and $42,519,551 in total debts.


GENERAL MARITIME: Moody's Reviews Ba3 Rating on Debt Securities
---------------------------------------------------------------
Moody's Investors Service placed the ratings (Ba3 Senior Implied)
of General Maritime Corporation under review for possible
downgrade.  

The review was prompted by the Company's announcement of a
significant change in dividend policy.  According to the company,
General Maritime plans to declare and pay quarterly dividends to
shareholders a substantial amount of the free cash flow generated
during the previous quarter.

Moody's review will focus on the effect that this policy will have
on the company's financial strength and near-term financial
flexibility, the longer-term implications of reduced liquidity
given the cyclical nature of the tanker markets, and the
consequences of this more aggressive financial policy on the
company's expected performance going forward.  Given the nature of
this policy, a negative rating action is likely.

General Maritime plans to pay quarterly dividends based on the
trailing EBITDA after adjustments for interest expense and
reserves for fleet maintenance, renewal, and drydock expenses.  If
implemented, such a policy would weaken the company's credit
profile, in Moody's view.  The Company will not be building cash
reserves from the current strong market conditions to cushion the
company during the next down-cycle.

General Maritime's free cash flow would be distributed to
shareholders rather than applied to other financially conservative
uses, such as debt repayment or capital investment,, although the
company does maintain a fleet renewal reserve.  Further, Moody's
is concerned that the management could become focused on actions
to maximize short-term cash flow generation, rather than longer-
term investment decisions.

Moody's also notes that General Maritime has grown through
acquisitions.  This raises concerns that, to the extent that
incremental debt is used to fund future acquisitions, the
company's leverage could be substantially increased, as much of
the company's accumulated free cash flows that could be used to
partially fund such transactions and subsequently repay debt will
have been paid out by way of this dividend.  To implement this
policy, the company will require amendments to certain covenant
restrictions in its 2004 Credit Agreement (not rated), which the
Company is currently seeking.

Ratings under review are:

   -- General Maritime Corporation:

      * $250 million 10% senior unsecured notes due 2013, rated
        B1;

   -- Senior implied rating of Ba3

      * Unsecured issuer rating of B1

General Maritime Corporation, a Marshall Island corporation
headquartered in New York, New York, is one of the largest
owner/operators of medium-size crude oil tankers in the shipping
industry.  The Company has a fleet of 51 tankers consisting of 26
Aframax and 25 Suezmax tankers, including commitments on four
vessels on order, totaling 6.2 million DWT with an average age of
approximately 10 years.  The Company's vessels primarily transport
crude oil to the United States from oil producing regions in the
Atlantic basin (Caribbean, West Africa, North Sea, and South
America).  The company also operates in the Black Sea and other
regions.


HANOVER DIRECT: AMEX to Proceed with Common Stock Delisting
-----------------------------------------------------------
Hanover Direct, Inc. (Amex: HNV) had received a further letter
from the American Stock Exchange dated Jan. 24, 2005, notifying it
that the Exchange has determined to proceed with the filing of an
application with the Securities and Exchange Commission to strike
the common stock of the Company from listing and registration on
the Exchange based on the Company's failure to regain compliance
with the Exchange's filing requirements as set forth in Section
134 and 1101 of the Company Guide by Dec. 31, 2004, and the fact
that the Company is not in compliance with Sections 1003(a)(i),
1003(a)(ii) and 1003(a)(iii) of the Company Guide.

In accordance with Sections 1203 and 1009(d) of the Company Guide,
the Company has a limited right to appeal the Exchange's
determination by requesting an oral hearing or a hearing based on
a written submission before a listing qualifications panel who may
only authorize the continued listing of the Company's securities
as permitted by Sections 1009 and 1204(c) of the Company Guide.
The Company does not intend to submit such a request because, in
addition to its continued inability to file its Quarterly Report
on Form 10-Q for the fiscal quarter ended Sept. 25, 2004, and
inability to satisfy the requirements for minimum stockholders'
equity, the Company does not meet the alternative financial
standards set forth in Section 1003 of the Company Guide.  As a
result, the Exchange's decision will become final and the
Exchange's staff will submit an application to the SEC to strike
the Company's common stock from listing and registration on the
Exchange in accordance with Section 12 of the Securities Exchange
Act of 1934 and the rules promulgated thereunder as early as
Feb. 2, 2005.  The Company is examining other available trading
alternatives for its common stock including the OTC Bulletin
Board, the Pink Sheets and the regional stock exchanges.

                    About the Company

Hanover Direct, Inc. -- http://www.hanoverdirect.com/-- and its  
business units provide quality, branded merchandise through a
portfolio of catalogs and e-commerce platforms to consumers, as
well as a comprehensive range of Internet, e-commerce, and
fulfillment services to businesses. The Company's catalog and
Internet portfolio of home fashions, apparel and gift brands
include Domestications, The Company Store, Company Kids,
Silhouettes, International Male, Scandia Down, and Gump's By Mail.
The Company owns Gump's, a retail store based in San Francisco.
Each brand can be accessed on the Internet individually by name.
Keystone Internet Services, LLC --
http://www.keystoneinternet.com/-- the Company's third party  
fulfillment operation, also provides the logistical, IT and
fulfillment needs of the Company's catalogs and web sites.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2004,
Hanover Direct, Inc., received a letter from the American Stock
Exchange dated Dec. 9, 2004, notifying the Company that it has
failed to satisfy an additional continued listing standard.

Specifically, the Company has yet to file its Quarterly Report on
Form 10-Q for the fiscal quarter ended Sept. 25, 2004, which is a
condition for the Company's continued listing on the Exchange, as
required by Sections 234 and 1101 of the Company Guide, and is a
material violation of its listing agreement with the Exchange.
Therefore, pursuant to Section 1003(d) of the Company Guide, the
Exchange is authorized to suspend and, unless prompt corrective
action is taken, remove the Company's securities from the
Exchange.  The Exchange advised that if the Company is not in
compliance with the aforementioned filing requirements by
Dec. 31, 2004, the Exchange staff will initiate delisting
proceedings as appropriate.  Also, should the Company regain
compliance with the filing requirements prior to Dec. 31, 2004,
the Exchange staff will review the filing to determine whether the
Company is making progress consistent with the plan.  On
completion of its review, the Exchange staff may take action
including the initiation of delisting proceedings. The Company
may appeal a staff determination to initiate delisting proceedings
in accordance with Section 1010 of the Company Guide.

At June 26, 2004, Hanover Direct's balance sheet showed a
$46,503,000 stockholders' deficit, compared to a $47,629,000
deficit at December 27, 2003.


HILITE INT'L: S&P Puts B Rating on $150 Million Senior Sub. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Hilite International Inc. and assigned its 'B'
debt rating to Hilite's proposed $150 million offering of senior
subordinated notes due in 2012.  

These actions follow Hilite's announcement of its plan to issue
senior subordinated debt, repay certain debt, and refinance other
senior secured credit facilities.  The outlook is stable.

Cleveland, Ohio-based Hilite expects to have total balance sheet
debt of $182 million pro forma for the proposed transaction at
Dec. 31, 2004.

Hilite plans to issue $150 million of senior subordinated notes,
using the proceeds to pay, in part, outstanding term loan balances
totaling $168 million.  A new unrated $85 million senior secured
revolving credit facility will replace the existing $50 million
revolving facility.

"Downside rating risk is mitigated by our expectation that the
company will pursue a disciplined expansion strategy, maintain
margins at current levels, and continue to generate free cash flow
for the intermediate term," said Standard & Poor's credit analyst
Nancy Messer.  "Upside rating potential is limited by the cyclical
and competitive characteristics of Hilite's operating environment
and the narrowness of the company's product line."

Following the proposed transaction, Hilite's financial flexibility
will improve modestly because of:

   -- an extended maturity profile,
   -- larger revolving credit facility, and
   -- the elimination of near-term amortization requirements.  

However, these positive factors are mitigated by higher near-term
debt leverage resulting from the transaction.

Hilite supplies transmission and engine components, including
electronic valves, to automotive original equipment manufacturers
(OEMs) and Tier I auto suppliers, with the majority of sales
(about 90%) in the U.S. or Germany.


HISTATEK INC: List of its 20 Largest Unsecured Creditors
--------------------------------------------------------
Histatek, Inc., released a list of its 20 Largest Unsecured
Creditors:

   Entity                     Nature of Claim         Claim Amount
   ------                     ---------------         ------------
Estate Of John Lipani         Unpaid Wages of John        $595,100
16047 E. Cholla Dr.           Lipani
Fountain Hills, AZ 85268

Garrett Lindemann             Unpaid Wages                $485,700
14743 E. Sunflower Dr.
Fountain Hills, AZ 85268

Edwards & Angell              Legal Fees                  $359,584
Department 956
P.O. Box 40000
Hartford, CT 06151

Bob Williams                  Convertible Note            $299,993
P.O. Box 16667
Mobile, AL

Robert Levy                   Unpaid Wages                $179,688

Teresa Barrett                Unpaid wages                $176,165

Julian Marx                   Convertible Note            $134,029

Robert Foster                 Unpaid wages                $110,700
                              and benefits

Duncan Hodge                  Loans                       $100,000

James Clagett                 Unknown                      $90,000

D. Scott and Ann M.           Convertible Notes            $86,648
Nickerson Trust

T. Bear Larson                Notes                        $81,534

CoValence                     Note                         $75,000

Lawrence Hickey               Convertible Note             $54,537

Keri Voss                     Unpaid Wages                 $52,562

Fred Lindermann               Convertible Note             $52,273

Carpediem Capital             Finder's Fee                 $50,000

Charles River Laboratories    Monkey Studies               $49,800

Russell Hinds                 Convertible Note             $41,697

Internal Revenue Service      Taxes                        $39,826

Headquartered in Phoenix, Arizona, Histatek, Inc. --
http://www.histatek.com/-- is a biopharmaceutical company focused  
on the development of anti-inflammatory small peptides. The
Company filed for chapter 11 protection (Bankr. D. Ariz. Case No.
05-01265) on January 27, 2005.  Franklin D. Dodge, Esq., at Ryan
Rapp & Underwood, PLC, represents the Company in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated assets and debts between $1 million to $10 million.


HOLLINGER INC: Court Extends Shareholders' Meeting to June 30
-------------------------------------------------------------
Hollinger, Inc., (TSX:HLG.C)(TSX:HLG.PR.B) reported that on
Jan. 27, 2005, the Ontario Superior Court of Justice granted a
further interim order extending the time for calling Hollinger's
2004 annual shareholders' meeting to a date not later than
June 30, 2005.  Hollinger intends to hold its 2004 annual
shareholders' meeting as soon as practicable after its fiscal 2003
audited financial statements are completed and available for
mailing to shareholders.

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


HOLLYWOOD II OF METAIRIE: Voluntary Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: Hollywood II of Metairie, Inc.
        944 Cambridge Drive
        LaPlace, Louisiana 70068

Bankruptcy Case No.: 05-10582

Chapter 11 Petition Date: January 27, 2005

Court: Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtor's Counsel: Sharah Harris-Wallace, Esq.
                  60375-A Bayou Road
                  Plaquemines, LA 70764
                  Tel: 225-687-4233
                  Fax: 225-687-4233

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

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


IMPERIAL PLASTECH: Directors Resign & Sr. Lenders Demand Repayment
------------------------------------------------------------------
Imperial PlasTech Inc. has received the resignation of Mr. George
Petzetakis as director and chairman of IPC and its subsidiary
companies, Ameriplast Inc. and Imperial Building Products (U.S.)
Corp.  Mr. Petzetakis is IPC's largest shareholder through his
ownership and/or control of A.G. Petzetakis S.A.  The resignation
of Bonnie Tarchuk was also received by IPC.

Additionally, IPC is in receipt of a formal demand from Century
Services Inc. for the repayment of all outstanding amounts owing
by IPC and its subsidiary companies, Imperial Building Products
Corp. and Imperial Pipe Corporation to Century.  Century has been
providing operating and term facilities to IPC.  IPC has met with
Century to work out suitable arrangements for the repayment of
said amounts.  IPC is also seeking new sources of funding.

                  About Imperial PlasTech Inc.

Imperial PlasTech Inc. (TSX-VEN: IPG) is a diversified
manufacturer supplying a number of markets and customers in the
residential, construction, industrial, oil and gas and
telecommunications and cable TV markets. The company currently
operates manufacturing facilities in Atlanta, Georgia,
Peterborough, Ontario, and Edmonton and Nisku, Alberta.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 13, 2005,
Gowlings, Imperial Plastech's former solicitors, has issued a
Petition for Receiving Order under the Bankruptcy and Insolvency
Act against IPC, Imperial Pipe Corporation and Imperial Building
Products Corp.  IPC said it will defend the petition and seek
court assessment of the fees in dispute.


INDIANTOWN COGENERATION: S&P Pares Bond Ratings to BB+ from BBB-
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on
Indiantown Cogeneration Funding Corporation's -- Indiantown --
$505 million first mortgage bonds due Dec. 15, 2020 (currently
$400.7 million outstanding) to 'BB+' from 'BBB-'.  

At the same time, the rating on the $125 million tax-exempt bonds
due 2025 issued by Martin County Industrial Development Authority
for Indiantown was cut to 'BB+' from 'BBB-'.  The ratings were
removed from CreditWatch, where they were placed with negative
implications on March 19, 2004.  The outlook is stable.

"The downgrade reflects the exposure to the market price of coal
after 2007 and the mismatch between energy revenues and fuel
expenses that were not adequately mitigated for the long term,"
said Standard & Poor's credit analyst Elif Acar.

On July 29, 2004, Indiantown reached an agreement with Florida
Power & Light Company (FPL; A/Negative/A-1) regarding a new energy
payment index under the purchased-power agreement -- PPA, tying
the unit energy payment to a weighted average FOB mine coal cost
in the region.  The replacement index provides a better measure of
Indiantown's fuel costs than the previous index.  However, the
actual coal costs and unit energy revenues are still not perfectly
aligned.

The stable outlook reflects the stable and predictable revenue
stream from FPL.  With the liquidity provided by the working-
capital and debt-service reserve, the project may be able to
sustain short periods of high coal costs where the energy payment
index is not aligned perfectly.  However, exposure to market price
of coal and a less-than-perfect mitigating mechanism in the
energy revenue payment formula will limit any upgrade potential.


INTERSTATE BAKERIES: Equity Panel Retains Sonnenschein as Counsel
-----------------------------------------------------------------
The Official Committee of Equity Security Holders seeks the  
U.S. Bankruptcy Court for the Western District of Missouri's
authority to retain Sonnenschein Nath & Rosenthal, LLP, as its
counsel, effective as of November 29, 2004, to perform services
relating to the Interstate Bakeries Corporation and its debtor-
affiliates' Chapter 11 cases.

The Equity Committee selected Sonnenschein because of its  
expertise, qualifications, and familiarity with the Debtors'  
Chapter 11 cases.  Sonnenschein served as counsel to the Ad Hoc  
Equity Committee, appeared before the Bankruptcy Court on behalf  
of the Ad Hoc Equity Committee, and reviewed and analyzed various  
pleadings filed in the Debtors' bankruptcy cases.

According to Kevin McGoey, representative of the Equity  
Committee, Sonnenschein is well qualified to serve as Equity  
Committee counsel based on the firm's extensive experience in and  
knowledge of business reorganizations under Chapter 11 of the  
Bankruptcy Code particularly in the representation of committees  
in large bankruptcy cases throughout the United States.  In  
addition, Sonnenschein has well-established corporate,  
litigation, environmental, insurance, real estate, labor and  
employment, executive compensation and benefits, public interest,  
and tax practices, among others, that the Equity Committee may  
draw upon from time to time, if and when the need arises.

Sonnenschein will:

   (a) give legal advice with respect to the Equity Committee's
       powers and duties in the context of the Debtors' cases;

   (b) assist and advise the Equity Committee in its consultation
       with the Debtors and others regarding the administration
       of the Debtors' cases;

   (c) attend meetings and negotiate with the representatives of
       the Debtors and others;

   (d) appear, as appropriate, before the Bankruptcy Court, the
       Appellate Courts, and the United States Trustee, and
       represent the interests of the Equity Committee before the
       courts and the U.S. Trustee;

   (e) advise the Equity Committee in connection with proposals
       and pleadings submitted by the Debtors, the Creditors
       Committee or others to the Bankruptcy Court;

   (f) generally prepare on behalf of the Equity Committee all
       necessary applications, motions, answers, orders, reports
       and other legal papers in support of positions taken by
       the Equity Committee;

   (g) assist the Equity Committee in the review, analysis and
       negotiation of any plan(s) of reorganization that may be
       filed and  assist the Equity Committee in the review,
       analysis, and negotiation of the disclosure statement
       accompanying any plan(s) of reorganization;

   (h) take all necessary action to protect and preserve the
       interests of shareholders represented by the Equity
       Committee, including:

       -- investigate and prosecute actions on the Equity
          Committee's behalf;

       -- conduct negotiations concerning all litigation in which
          the Debtors are involved; and

       -- if appropriate, review, analyze, and reconcile claims
          filed against the Debtors' estates; and

   (i) perform all other necessary legal services for the Equity
       Committee in connection with the Debtors' cases.

Sonnenschein will be compensated for its services in accordance  
with the firm's hourly rates.  The firm will also be entitled to  
reimbursement of actual, reasonable, and necessary out-of-pocket  
expenses.  Sonnenschein's hourly rates are:

         Partners and of Counsel            $325 to $840
         Associates                         $230 to $435
         Paralegals                         $135 to $225

Peter D. Wolfson, a member of Sonnenschein, assures Judge Venters  
that the firm is a "disinterested person" as that term is defined  
by Section 101(14) of the Bankruptcy Code.  Mr. Wolfson adds that  
Sonnenschein does not hold or represent an interest adverse to  
the interest of the estates or any class of creditors or equity  
security holders by reason of any direct or indirect relationship  
to, connection with, or interest in the Debtors or their  
professionals.  Consistent with Section 1103(b), the firm does  
not represent any other entity having an adverse interest in  
connection with the Debtors' cases that would preclude it from  
acting as counsel to the Equity Committee.

                          *     *     *

Judge Venters approves the Equity Committee's application.  The  
Court also rules that 25% of Sonnenschein's monthly fee during  
the first four months of its engagement will be held back as  
opposed to 20% under the Interim Compensation Order, subject to  
review and allowance of payment by the Court pursuant to the  
firm's interim and final fee application and request for  
reimbursement of costs.

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)


JEUNIQUE INT'L: Court Approves Disclosure Statement
---------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Los Angeles Division, approved the Disclosure Statement explaining
the Chapter 11 Plan filed by Jeunique International, Inc., on
Sept. 28, 2004.

                       Terms of the Plan

The Debtor's Plan is funded by:

   a) an $870,000 infusion of capital by the Debtor's President
      and largest creditor, Mulford J. Nobbs; and

   b) Mr. Nobbs, his wife, their family trust, and other entities
      they control will partially subordinated their claims
      against the Debtor;

Mr. Nobbs' capital infusion will be used to pay all priority and
administrative claims, pay certain secured claims and make the
other distributions called for under the Plan.  Mr. Nobbs or his
designee will receive 100% of the shares of the reorganized
Jeunique International in exchange for his capital infusion and
agreement to partially subordinate and forgive his secured and
unsecured claims totaling approximately $26 million.

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

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

With a Court-approved Disclosure Statement in hand, the Debtor
will now transmit copies of the Plan and the disclosure document
to its impaired creditors and ask them to vote to accept the plan.

                       Confirmation Hearing

The Honorable Maureen A. Tighe will consider confirmation of the
Debtor's chapter 11 plan on March 22, 2005.  Confirmation
objections must be filed and served not later than March 8, 2005.  
The Debtor's counsel should receive the ballots accepting or
rejecting the plan by March 1, 2005, to be counted.

Headquartered in City of Industry, California, Jeunique
International, Inc. -- http://www.juenique.com/-- is a Direct  
Selling Company that develops and markets beauty and health
products and fashion apparel.  The Company filed for chapter 11
protection on June 1, 2004 (Bankr. C.D. Cal. Case No. 04-22300).  
Mark S. Horoupian, Esq., at Sulmeyer Kupetz A P.C., represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed over $10 million in
estimated assets and over $50 million in estimated liabilities.


JOY GLOBAL: Makes Final Chapter 11 Stock Distribution
-----------------------------------------------------
Joy Global Inc. (Nasdaq: JOYG) began its sixth distribution of
common stock to holders of allowed pre-petition claims against
Harnischfeger Industries, Inc., the Company's name prior to its
reorganization in 2001.  This is the final distribution of shares
to holders of allowed pre-petition claims against the Company.

The distribution consists of 1,850,074 shares (equivalent to
1,233,423 shares prior to the Company's 3-for-2 stock split
completed on January 21, 2005, less any fractional shares that
would have resulted from the split) and $1,596 of cash paid in
lieu of fractional shares, as well as $477,952 of cash payable in
satisfaction of accrued dividends previously declared on the
shares being distributed.

This distribution brings the total number of shares distributed to
date by the Company to 75,000,000 as adjusted to reflect the
Company's 3-for-2 stock split (equivalent to 50,000,000 shares
prior to such stock split).

This distribution is based on approximately $1.21 billion of
allowed claims.  This distribution, when added to the prior
distributions, equates one share of Joy Global Inc. common stock
prior to the stock split to a $24.11 allowed claim (equivalent to
$16.08 on a split-adjusted basis).

                        About the Company

Joy Global Inc. is a worldwide leader in manufacturing, servicing
and distributing mining equipment, both for surface mines, through
its P&H Mining Equipment division, and underground mines, through
its Joy Mining Machinery division.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 28, 2005,
Moody's Investors Service upgraded its ratings for Joy Global,
Inc. The upgrades reflect improvements in the Company's financial
performance and credit metrics over the last several years and
Moody's expectation that mining equipment sales and service will
continue to expand given favorable near-term fundamentals for
metals and commodities.

Joy Global has demonstrated its commitment to a prudent capital
structure and its ability to generate cash and manage costs
through a severe downcycle. Joy Global's rating outlook remains
stable.

The ratings upgraded are:

   -- 8.75% senior subordinated notes due 2012 -- to Ba2 from B1,

   -- senior implied rating -- to Ba1 from Ba2, and

   -- senior unsecured issuer rating -- to Ba1 from Ba3.


KAISER ALUMINUM: Asks Court to Reject Houston Office Lease
-----------------------------------------------------------
At the beginning of 2000, Kaiser Aluminum and Chemical
Corporation entered into a lease with San Felipe Plaza, Ltd., for
50,248 square feet of office space on three floors of the San
Felipe Plaza building in Houston, Texas.  The Lease terminates on
December 31, 2009.

In September 2002, KACC surrendered 22,557 square feet of the
office space to San Felipe Ltd. pursuant to an amendment of the
Lease.  The September Amendment reduced the monthly rental amounts
as well.

Under the Amended Lease, KACC:

   (a) has been required to pay $37,382 per month for rent from
       June 1, 2002, through December 31, 2004; and

   (b) will be required to pay $46,151 from January 1, 2005,
       through the remaining terms of the Lease.

The September Amendment also required KACC to pay pro rata share
of any increases in taxes, insurance, maintenance, and operation
expenses over an agreed base amount of those expenses.

Accordingly, KACC seeks the United States Bankruptcy Court for the
District of Delaware's authority to reject the Lease, including
the September Amendment.

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)


KMART HOLDING: Hart-Scott-Rodino Waiting Period Expires
-------------------------------------------------------
Kmart Holding Corporation and Sears disclosed that the waiting
period under the Hart-Scott- Rodino Antitrust Improvements Act
expired as of 11:59 p.m. Eastern Time on Jan. 27, 2005.

The merger, which is expected to close in early March 2005, is
subject to approval by Kmart and Sears shareholders, other
regulatory approvals and the satisfaction or waiver of customary
closing conditions.

                 About Sears Holdings Corporation

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

                  About Sears, Roebuck and Co.

Sears, Roebuck and Co. (NYSE: S) is a leading broadline retailer
providing merchandise and related services. With revenues in 2004
of $36.1 billion, Sears, Roebuck offers its wide range of home
merchandise, apparel and automotive products and services through
more than 2,300 Sears-branded and affiliated stores in the U.S.
and Canada, which includes approximately 870 full-line and 1,100
specialty stores in the U.S. Sears, Roebuck also offers a variety
of merchandise and services through sears.com, landsend.com, and
specialty catalogs. Sears, Roebuck is the only retailer where
consumers can find each of the Kenmore, Craftsman, DieHard and
Lands' End brands together -- among the most trusted and preferred
brands in the U.S. The company is the largest provider of home
services, with more than 14 million service calls made annually.
For more information, visit the Sears, Roebuck website at
http://www.sears.com/

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


KNOWLEDGE LEARNING: Moody's Puts B3 Rating on $260M Senior Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B3 on Knowledge Learning
Corporation's $260 million senior subordinated notes due 2015
which is expected to be issued under Rule 144A. T he proceeds from
the proposed issuance will be used to refinance the $250 million
senior subordinated bridge notes which were issued on January 17,
2004 in accordance with the financing of the company's
$1.1 billion acquisition of Kindercare Learning Centers, Inc.

The ratings reflect the high pro forma leverage of the Knowledge
Learning.  Moody's expects rent adjusted leverage, measured as
debt plus 8 times rent to EBITDAR (adjusted for synergies), to be
5.7 times by the end of 2005 with free cash flow to total debt at
about 8.2% for fiscal year ending December 2005.  

The ratings also reflect:

   1. Knowledge Learning's strong market position as the leading
      for-profit provider of early childhood education services;

   2. expected cost improvements from the integration of recently
      acquired Kindercare of up to $30 million due to the
      streamlining of overhead, including personnel;

   3. the potential to increase occupancy and profitability in
      certain markets through the rationalization of duplicate
      facilities;

   4. the introduction of new products and services and the
      expansion of existing businesses; and

   5. the management team's commitment and focus on improving EBIT
      return on assets.

The rating outlook is stable.  Moody's expectation of the
Knowledge Learning's level of free cash flow generation and
leverage places the issuer in the lower range of the B1 rating for
the first year of consolidated operations.  Should the Company not
be able to meet targeted improvements in free cash flow and debt
reduction, the ratings could be pressured.

In addition, Moody's will closely watch the level of both
operating leases and the secured mortgage loan in relationship to
total debt to monitor the potential for effective subordination of
creditors to these lenders.  Moody's notes that the terms of the
subordinated notes permit the transfer of real estate to non-
restricted subsidiaries or to affiliated entities under certain
conditions.  Such transfers of assets and revenues could have an
adverse impact to the rating of the subordinated notes.

The B3 rating on the proposed $260 million guaranteed senior
subordinated notes reflects the subordination of the notes to over
$640 million in senior debt, as well as the $300 million, $295
million current balance CMBS facility.  Any future senior
indebtedness at non-guarantor subsidiaries would also have a prior
claim on assets.

The proposed senior subordinated notes are to be issued at
Knowledge Learning Corporation and are guaranteed by all of the
company's domestic restricted subsidiaries except for KC Propco,
LLC, KC Opco, LLC, the direct subsidiaries of Kindercare and KC
Distance Learning, Inc.  The non-guarantor subsidiaries accounted
for 38% of the Company's pro forma adjusted EBITDA for the twelve
months ended September 30, 2004 and held $341.7 million in net
book value of property, plant, and equipment as of September 17,
2004.

The covenants include a basket for dividends which grows at 50% of
consolidated net income as defined, and which has a general carve
out of $35 million and one for real estate transactions as
defined.  These restricted payments considered on a pro forma
basis are subject to the debt incurrence test of 2.5 to 1.0.

Knowledge Learning Corporation, headquartered in Golden, Colorado
is a leading provider of childcare services.  It operates 801
centers in 33 states through its three business segments: Early
Childhood Education, School Partnerships, and Distance Learning.
The Company acquired Aramark Educational Resources, in May of
2003.  Combined pro forma revenue for fiscal year 2003 was $612
million.

The Company recently acquired Kindercare Learning Centers,
headquartered in Portland, Oregon which is a leading provider of
early childcare services with 1225 centers across 39 states.  The
Company operates community centers and employer sponsored centers
under the Kindercare and Mulberry brand names.  Total revenue for
the last twelve months ending September 2004 was approximately
$867 million.


LAIDLAW INT'L: Reports Common Stock Equity & Stockholder Matters
----------------------------------------------------------------
In a Form 10-K filing with the Securities and Exchange  
Commission, Kevin E. Benson, President, Chief Executive Officer,  
and Director of Laidlaw International Inc., reports the sale  
prices (in U.S. dollars) for Laidlaw common stock, traded on the  
New York Stock Exchange, and on the over-the-counter markets in  
the United States, for the year ended August 31, 2004:

                                         HIGH         LOW
                                         ----         ---
      First Quarter                     $13.38       $9.45
      Second Quarter                     15.30       12.68
      Third Quarter                      15.14       12.00
      Fourth Quarter                     15.74       11.96

On November 1, 2004, the last sale price of the common stock as  
reported by the NYSE was $16.75 per share.  There were 49 holders  
of record of Laidlaw's common stock.

Laidlaw has never paid any cash dividends on its common stock and  
the company's Board of Directors currently intends, for the  
foreseeable future, to retain all earnings for use in its  
business.  Any future payment of dividends will depend upon  
Laidlaw's results of operations, financial condition, cash  
requirements, restrictions contained in credit and other  
agreements and other factors deemed relevant by the Board of  
Directors.  Covenants in the indenture governing Laidlaw's senior  
notes and its senior secured credit facility restrict the  
company's ability to pay dividends and may prohibit the payment  
of dividends and certain other payments.

Mr. Benson also notes that the aggregate market value of the  
voting and non-voting common equity held by Laidlaw's non-
affiliates, at February 29, 2004, was $1,504.7 million.  At  
November 1, 2004, there were 103,806,110 shares of Laidlaw's  
Common Stock issued and outstanding.

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.


LNR PROPERTY: Noteholders Tender $333.5 Mil. of 7.625% Sr. Notes
----------------------------------------------------------------
LNR Property Corporation (NYSE:LNR) reported that the tender offer
to purchase for cash any and all of the outstanding 7.625% and
7.25% Senior Subordinated Notes due 2013 has expired at 5:00 p.m.,
New York City time, on Jan. 28, in accordance with the terms and
conditions set forth in the Offer to Purchase and Consent
Solicitation dated Dec. 30, 2004, as modified by an Amendment to
Offer to Purchase and Consent Solicitation dated Jan. 12, 2005.

At the time of the expiration of the tender offer:

   -- $333.5 million principal amount of the 7.625% Senior
      Subordinated Notes (out of a total of $350 million principal
      amount) and

   -- $393.0 million principal amount of the 7.25% Senior
      Subordinated Notes

had been properly tendered and not validly withdrawn.  If and when
the merger with a wholly-owned subsidiary of LNR Property Holdings
Ltd. becomes effective, and assuming the other conditions to the
offer continue to be satisfied, LNR will accept and pay for all of
the Notes that have been properly tendered and not validly
withdrawn.

                        About the Company

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

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 20, 2004,
despite the downgrade by Fitch Ratings of LNR Property
Corporation, Fitch anticipates affirming Lennar Partners, Inc.'s
special servicer rating of 'CSS1' pending an annual review in
first-quarter 2005.  The proposed capital structure after the
acquisition of Lennar's parent company, LNR Property Corp., by
Riley Property Holdings LLC, majority owned by affiliates of
Cerberus Capital Management, LP, precipitated Fitch's rating
action.

The expectation to affirm the servicer rating is based on Fitch's
continuing discussions with Lennar senior management and their
assertion that the CMBS servicing business will continue to
operate as it currently does.  Fitch will continue to monitor the
acquisition and its impact on the servicing business.


MAYTAG CORP: Jan. 1 Balance Sheet Upside-Down by $75 Million
------------------------------------------------------------
Maytag Corporation (NYSE: MYG) reported fourth quarter
consolidated sales of $1.16 billion, down 8.4 percent from sales
of $1.27 billion in the same period last year.  Net loss for the
fourth quarter of 2004 was $14.1 million or 18 cents per share,
compared to net income of $23.9 million or 30 cents per share a
year ago.  The fourth quarter of 2004 included 13 weeks, versus 14
weeks in the fourth quarter a year ago.

The fourth quarter included restructuring and related charges of
13 cents per share for the Galesburg closure and "One Company"
reorganization, as well as 13 cents per share for reserves related
to the early generation front-load washer litigation.

Unfavorable fourth quarter and year-over-year comparisons were
caused primarily by lower Hoover floor care sales and margins and
lower sales of vending equipment in Commercial Products, along
with higher steel and energy-related costs.
    
For the full year 2004, Maytag's sales were $4.72 billion, down
1.5 percent from $4.79 billion in 2003.  Operating income was
$40.3 million for 2004 versus $228.3 million for the prior year.
Net loss for 2004 was $9 million or 11 cents per share, versus net
income of $120.1 million, or $1.53 per share in 2003.

Commenting on the fourth quarter and full year, Maytag Chairman
and CEO Ralph Hake stated, "Higher raw material and energy costs
significantly impacted our operating results for the quarter and
the year.  We have addressed our challenges head on, and have
taken decisive steps to improve Maytag's performance going
forward.  This includes completing our 'One Company'
restructuring, which is expected to realize $150 million in annual
savings.

"We had a cadence of new products in 2004 that continued our
leadership in innovation with a 24-inch compact washer and dryer,
the successful French door bottom-freezer refrigerator, the dual-
fuel, double-oven free-standing range, the Maytag(R) Neptune(R)
Drying Center and Maytag(R) Neptune(R) Top-Load high-efficiency
washer, to name just a few.  We expect to see the benefit of this
2004 product line-up, along with those planned for 2005, during
this coming year."

Maytag Services and Maytag International experienced double-digit
revenue growth during 2004, with both becoming increasingly
important to the overall business.  Weakness in the vending
industry produced a sales decline in Commercial Products,
partially offset by improved performance in the Jade commercial
cooking business.

Mr. Hake noted that the company experienced sequential volume
growth in the floor care business in the fourth quarter,
particularly with extractors and hard floor cleaners.  "While more
progress needs to be made, we are seeing some positive results
from implementation of our floor care strategy, which includes
cost reduction efforts and new product launches in uprights,
extractors and bare floor cleaners," Mr. Hake said.

Fourth quarter cash flow was favorably impacted by improvements in
working capital levels, a result of lower inventories and higher
accounts payable.  Strong, positive cash flow enabled the company
to increase cash and cash equivalents by approximately
$107 million from the end of third quarter and approximately
$158 million from the end of 2003.

Commenting on earnings expectations for 2005, Hake said the
company is lowering its earnings guidance for 2005 as a result of
lower revenue generation in the fourth quarter 2004 and recent
distribution announcements that occurred in January.  The company
expects reported earnings per share in 2005 of $1.10 to $1.30,
including about 5 cents in restructuring charges.  Previously, the
company noted that 2005 guidance for reported earnings per share
were expected to be in the range of $1.50 to $1.60, including
about 5 cents in restructuring charges.

"It's not business as usual for Maytag," Hake said. "We're a
leaner organization that's becoming more responsive on all levels.
We expect to benefit in the coming year from our 'One Company'
cost reductions and our stream of innovative products, including
the new Maytag 27-inch washer and dryer, Jenn-Air suite of
reflective glass appliances, the FloorMate(TM) hard floor cleaner,
and a premium upright introduction, among others.  As we work
through the first quarter, we also expect to benefit from
favorable pricing initiatives, which were announced late last
year."

Maytag Corporation is a leading producer of home and commercial
appliances.  Its products are sold to customers throughout North
America and in international markets.  The corporation's principal
brands include Maytag(R), Hoover(R), Jenn-Air(R), Amana(R), Dixie-
Narco(R) and Jade(R).
    
At Jan. 1, 2005, Maytag's balance sheet reflected a $75,024,000
stockholders' deficit, compared to a $65,811,000 positive equity
at Jan. 3, 2004.

                         *     *     *

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


MIIX GROUP: All Competing Bids Must Be in by Feb. 8
---------------------------------------------------
On Jan. 12, 2005, the U.S. Bankruptcy Court for the District of
Delaware approved uniform Bidding Procedures in connection with
the sale of certain assets of The MIIX Group, Inc., and its
debtor-affiliates.  

The Court will hold a hearing on Feb. 25, 2005, at 12:00 noon to
consider:

   (a) authorizing the sale of certain assets, free and clear of
       liens, claims, encumbrances, and interests subject to
       higher and better offers,

   (b) approving an asset purchase agreement between the Debtors
       and MDAdvantage Insurance Company of New Jersey,

   (c) approving the assumption and assignment of certain
       executory contracts and unexpired leases in connection with
       such sale, and

   (d) granting related relief.

Competing bids for the acquired assets must be submitted before
Feb. 8, 2005, at 12:00 noon to:

   (a) Counsel to the Debtors:

       Drinker Biddle & Reath LLP
       1100 North Market Street, Suite 100
       Wilmington, Delaware 19801-1254
       Attn: Andrew C. Kassner, Esq.

   (b) Counsel to Purchaser:

       Pepper Hamilton, LLP
       3000 Two Logan Square, Eighteen and Arch Streets
       Philadelphia, Pennsylvania 19103-2799
       Attn: Francis J. Lawall, Esq.

   (c) Counsel to the Official Committee of Unsecured Creditors:

       Lowenstein Sandler PC
       65 Livingston Avenue
       Roseland, New Jersey 07068-1791
       Attn: Peter D'Auria

An Auction will take place on Feb. 11, 2005, at 12:00 noon, at the
offices of:

       Drinker Biddle & Reath LLP
       1100 North Market Street, Suite 100
       Wilmington, Delaware 19801-1254

Objection to the sale of the acquired assets must be submitted on
Feb. 17, 2005, at 4:00 p.m.

Headquartered in Lawrenceville, New Jersey, The MIIX Group, Inc.,
provides management services to medical malpractice insurance
companies.  The Company along with its debtor-affiliate filed for
chapter 11 protection on Dec. 20, 2004 (Bankr. D. Del. Case No.
04-13588).  Andrew J. Flame, Esq., at Drinker Biddle & Reath LLP
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
assets between $10 million and $50 million and debts between
$10 million and $50 million.


MIRANT: Resolving Lehman's & Wells Fargo's Mega Million Claims
--------------------------------------------------------------
Mirant Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Texas to approve a
stipulation to settle certain claims by Lehman Commercial Paper,
Inc., and Wells Fargo Bank Minnesota, N.A.

                          Lehman Claims

Lehman Commercial acts as agent pursuant to two credit agreements
both dated as of August 31, 1999:

   * Facility B Credit Agreement among Mirant Americas
     Generation, LLC, as successor to Southern Energy North
     America Generating, Inc., Lehman Commercial, as Initial
     Lender, and Lehman Brothers, Inc., as Advisor, Lead
     Arranger, and Book Manager; and

   * Facility C Credit Agreement among MAGi, as successor to
     Southern Energy, as Borrower, Lehman Commercial, as Initial
     Lender and Administrative Agent, and Lehman Brothers, as
     Advisor, Lead Arranger, and Book Manager.

Lehman Commercial filed Claim No. 7031 in MAGi's Chapter 11 case
based on the Credit Agreements.

In December 2003, Lehman Commercial filed 91 supplemental claims
-- Claim Nos. 6940 through 7030 -- against the Mirant Corporation
and its affiliates.  The substantially identical Lehman
Supplemental Claims include contingent claims, which are either
derivative of, or property of various estates of, the Debtors.

                        Wells Fargo Claims

Wells Fargo acts as Successor Indenture Trustee pursuant to an
Indenture dated May 1, 2001, among MAGi and Bankers Trust Company,
and pursuant to five supplemental indentures.  Pursuant to the
Indentures, Wells Fargo asserts claims based on:

   (a) 7.625% Senior Notes due 2006 in the original $500,000,000
       principal amount;

   (b) 8.300% Senior Notes due 2011 in the original $850,000,000
       principal amount;

   (c) 9.125% Senior Notes due 2031 in the original $400,000,000
       principal amount;

   (d) 7.200% Senior Notes due in 2008 in the original
       $300,000,000 principal amount; and

   (e) 8.500% Senior Notes due 2021 in the original $450,000,000
       principal amount.

Wells Fargo filed Claim Nos. 6506 through 6510 in MAGi's Chapter
11 case on account of the Notes and Indentures.

In December 2003, Wells Fargo also filed 81 Supplemental Claims
against the Debtors -- Claim Nos. 6078 through 6158.  The Wells
Fargo Supplemental Claims are based on the Notes and Indentures as
well.

            Debtors' Objection to Supplemental Claims

The Debtors asked the Court to dismiss the Supplemental Claims in
that both the Lehman Supplemental Claims and the Wells Fargo
Supplemental Claims assert claims, which are derivative or are
property of the Debtors' estates.

                        Stipulation Terms

The Stipulation resolves some but not all issues relating to the
Debtors' Objections.  The Stipulation:

   (a) narrows the remaining issues as to the Supplemental
       Claims;

   (b) facilitates the proposal of the Debtors' plan of
       reorganization; and

   (c) retains the Debtors' right to seek ultimate disallowance
       of the Supplemental Claims if the issues are not resolved
       on a consensual basis.

The terms of the Stipulation are:

   (a) Lehman Commercial's Claim No. 7031 is allowed, for voting
       purposes, at $300,876,174;

   (b) Wells Fargo's Claim Nos. 6506 through 6510 are allowed for
       voting purposes:

              Claim No.               Claim Amount
              ---------               ------------
                 6506                 $407,401,388
                 6507                  864,305,972
                 6508                  460,943,750
                 6509                  507,730,902
                 6510                  306,180,000

   (c) The Debtors reserve all rights and objections to the
       allowance of Lehman Commercial's Claim No. 7031 and Wells
       Fargo's Claim Nos. 6506 through 6510 for all other
       purposes, including for purposes of distribution;

   (d) Lehman Commercial and Wells Fargo will not seek to cast
       any ballot based on any of the Supplemental Claims with
       respect to any plan of reorganization proposed by any of
       the Debtors;

   (e) To the extent that the claims asserted in the Supplemental
       Claim are derivative of any of the Debtors or property of
       any of the Debtors' estate, they are withdrawn.  However,
       the underlying claims are preserved to the extent that
       they are property of the Debtors' estate;

   (f) The Stipulation is without prejudice to any party's right
       to assert, or the Debtors' right to controvert, any claim
       or cause of action which is derivative or property of the
       Debtors' estate; and

   (g) Intercompany claims between any of the Debtors are not
       affected.

A status conference between the Debtors, Lehman Commercial, and
Wells Fargo is tentatively set on February 15, 2005, 9:00 a.m., to
address additional scheduling issues.

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


NATIONAL CENTURY: Trust Wants to Enjoin LTC from Prosecuting Suit
-----------------------------------------------------------------
Long Term Care Management, Inc., Quality Long Term Care
Management, Inc., and Quality Long Term Care, Inc.; and NPF XII,
Inc., entered into negotiations regarding:

   -- the amount of NPF XII's claim in the LTC Entities'
      bankruptcy proceeding; and

   -- the extent, priority and enforceability of NPF XII's
      asserted lien on LTC Entities' accounts receivable.

The LTC Entities were debtors in three jointly administered
bankruptcy cases filed in the United States Bankruptcy Court for
the District of Nevada, on January 26, 2001, before Judge Linda B.
Riegle.  The LTC Entities were providers in NCFE, Inc.'s
receivables financing program.

On October 21, 2002, the Nevada Bankruptcy Court confirmed the
Plan of Reorganization of the LTC Entities.  The Plan included
provisions resolving all disputes between NPF XII and the LTC
Entities, and allowed certain claims of NPF XII.  The LTC Plan
specifically provided that those claims will not be subject to any
counterclaim, credit, deduction, set-off, recoupment, claim for
equitable or other subordination, or any other defense or claim.

On December 20, 2002, the Nevada Bankruptcy Court closed the LTC
Entities' Chapter 11 cases, and a final decree was entered on
December 31, 2002.  Subsequently, NPF XII's claim was converted
into an asset of the Debtors' estates -- a property right arising
from a final judgment.  The LTC Entities have made a dozen
different payments totaling more than $170,000 to the Debtors.  
Certain payments were distributed to the Class C-2A and Class C-3A
claimants on the Effective Date and other payments were
distributed to the beneficial holders of the VI/XII Collateral
Trust -- successor-in-interest to National Century Financial
Enterprises, Inc., and its debtor-affiliates -- on Aug. 16, 2004.

On November 17, 2004, the LTC Entities filed a complaint against
NPF XII and National Century Financial Enterprises, Inc., before
the Nevada Bankruptcy Court.  The LTC Entities seek a declaration
that NCFE's alleged defrauding of its own creditors somehow harmed
the LTC Entities, which owe over one million dollars to NPF XII
and its creditors.  The LTC Entities assert that they don't have
to make payments on a settlement that is now more than two years
old.

Matthew A. Kairis, Esq., at Jones Day, in Chicago, Illinois, tells
Judge Calhoun that the LTC Adversary Proceeding violates the
April 16, 2004 Order confirming the Debtors' Fourth Amended Plan.  
The Confirmation Order needs to be enforced by enjoining the
Adversary Proceeding.

LTC's obligation to NPF XII is an asset of the VI/XII Collateral
Trust.  Mr. Kairis asserts that the U.S. Bankruptcy Court for the
Southern District of Ohio properly has jurisdiction over matters
regarding this asset of the VI/XII Trust, and has not, in its
Confirmation Order, granted "continuing" jurisdiction to the
Nevada Bankruptcy Court because this is no longer about the
adjudication of a claim in a provider bankruptcy, but rather is
about an attack of a judgment asset of the NPF XII estate.

The LTC Adversary Proceeding further violates the injunction
provisions of the Confirmation Order, Mr. Kairis points out, which
expressly bar the filing and prosecution of lawsuits.

Moreover, the LTC Entities "retained" no rights to further review
the NPF XII claim in their own cases.  To challenge NPF XII's
property right, the LTC Entities should have filed a claim against
the Debtors before the April 22, 2003 Bar Date.  Mr. Kairis says
the LTC Adversary Proceeding is nothing more than a thinly veiled
attempt to end run the Bar Date for filing claims against the
Debtors.

The VI/XII Collateral Trust asks Judge Calhoun of the U.S.
Bankruptcy Court for the Southern District of Ohio to:

   (a) find the LTC Entities to be in direct violation of the
       Confirmation Order;

   (b) enjoin the LTC Entities from continuing to prosecute
       the Adversary Proceeding; and

   (c) impose appropriate sanctions against LTC Entities for
       civil contempt.

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- through the CSFB  
Claims Trust, the Litigation Trust, the VI/XII Collateral Trust,
and the Unencumbered Assets Trust, is in the midst of liquidating
estate assets.  The Company filed for Chapter 11 protection on
November 18, 2002 (Bankr. S.D. Ohio Case No. 02-65235).  The Court
confirmed the Debtors' Fourth Amended Plan of Liquidation on
April 16, 2004.  Paul E. Harner, Esq., at Jones Day, represents
the Debtors.  (National Century Bankruptcy News, Issue No. 51;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NEXTEL FINANCE: Moody's Places Ba1 Rating on New $2.2B Term Loan
----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the new
$2.2 billion term loan A for Nextel Finance Company, a subsidiary
of Nextel Communications, Inc., and placed the rating on review
for possible upgrade.  

The new term loan A will refinance the existing term loan E, rated
Ba1 on review for possible upgrade, of roughly the same principal
amount.  Moody's also affirmed the company's liquidity rating of
SGL-1.  The existing ratings of Nextel Communications and Nextel
Finance Company remain on review for possible upgrade based upon
the pending merger between Sprint Corporation and Nextel.

Moody's affirmed the Nextel Finance's speculative grade liquidity
rating of SGL-1 as the proposed refinancing is neutral to current
liquidity, but will improve liquidity over time as the new term
loan has no amortization requirements prior to maturity in
February 2010, and carries a lower interest rate.

Nextel Communications is based in Reston, Virginia with LTM
revenues of $12.7 million.


NFINET COMMUNICATIONS: List of its 20 Largest Unsecured Creditors
-----------------------------------------------------------------
NFiNet Communications, LLC, released a list of its 20 Largest
Unsecured Creditors:

   Entity                     Nature of Claim         Claim Amount
   ------                     ---------------         ------------
Martin Group The One Source   Goods/services               $50,000
N.W. 5494
P.O. Box 1450
Minneapolis, MN 55485

Sterling Network Services     Internet services -          $23,835
LLC                           estimated claim
120 E. Van Buren, Suite 100   amount
Phoenix, AZ 85004

Arizona Diamondbacks          Services                     $11,861
AZPB Limited Partnership
P.O. Box 29379
Phoenix, AZ 85038

Citynet Holdings, LLC         Services                     $10,581

Qwest                         Services - estimated         $10,000

LightRiver Technologies       Goods/services                $7,353

Arizona Blue Stake, Inc.      Services                      $6,712

Henry & Horne, P.L.C.         Services                      $4,674

Steve Woods Printing Company  Services                      $2,727

Newgaard Mechanical, Inc.     Goods/services                  $914

Iprint Media                  Goods/services                  $670

National Exchange Bulletin    Goods/services                  $425

Intelecom Solutions, Inc.     Goods/services                  $350

Sanitors                      Goods/services                  $258

DS Waters of North America    Services                        $241

Streetwise Security Systems   Services                        $210

Nebs, Inc.                    Goods/services                  $208

City of Phoenix               False alarm                     $170
                              assessment

Technologies Management Inc.  Goods/services                  $150

Sierra Fire & Communications  Goods/services                   $75

Headquartered in Phoenix, Arizona, NFiNet Communications, LLC --
http://www.nfinet.com/-- provides communication services. The  
Company filed for chapter 11 protection (Bankr. D. Ariz. Case No.
05-00859) on January 20, 2005.  Thomas H. Allen, Esq., at Allen &
Sala, P.L.C., represents the Company in its restructuring efforts.  
When the Debtor filed for protection from its creditors, it
estimated assets and debts between $1 million to $10 million.


OGLEBAY NORTON: Emerges from Chapter 11 Protection
--------------------------------------------------
Oglebay Norton Company (OTCBB) has emerged from Chapter 11
bankruptcy protection effective Jan. 31, pursuant to a plan of
reorganization approved by the U.S. Bankruptcy Court for the
District of Delaware on Nov. 17, 2004.

"All of us at Oglebay Norton are very pleased to be out of Chapter
11," said Michael D. Lundin, president and chief executive
officer.  "We set four goals when we began this process:
restructure our debt and achieve a sustainable capital structure,
create the most value for creditors, preserve the business, and
emerge in an expedited manner.  We believe we have accomplished
all these.  On behalf of the board of directors and management, I
would like to extend my gratitude to our employees for their hard
work and dedication and to our customers, vendors, lenders and
advisors for their support during the process."

He continued, "We are now able to devote our full attention to
running the business and executing our strategic plan.  The
strategy is based on our core competencies of extracting,
processing and providing aggregate and industrial minerals.  We
are confident in our ability to implement this strategy and return
Oglebay Norton to its position as one of the best companies in the
aggregate and industrial minerals industry."

He added that management remains in active discussions to sell all
or portions of the company's mica operations.

Under the plan of reorganization, the claims of trade creditors
will be paid in full, as will the claims of other general
unsecured creditors, except for holders of the company's senior
subordinated notes and holders of claims related to the sale of
the MLO business to Oglebay in April 2000.

In order to emerge, the company redeemed its senior secured notes,
issued new preferred stock and entered into a $310 million credit
facility.  Holders of the company's senior subordinated notes
exchanged their notes for new common stock.  Holders of the MLO
claims will receive significantly reduced annual amounts paid over
an extended period of time.  The old common stock has been
cancelled.  Holders of old common stock will receive warrants
entitling them to purchase new common stock.  The company expects
the new common stock and the new preferred stock will trade on the
OTC Bulletin Board.

According to the plan, Michael D. Lundin and John P. O'Brien will
continue as directors of the company following the effective date.  
All other members of the board of directors have resigned. The new
board of directors consists of seven members:

   *  DeLyle W. Bloomquist, 45, president and chief executive
      officer of General Chemical Industrial Products, Inc.;

   *  Eugene I. Davis, 49, chairman and chief executive officer of
      Pirinate Consulting Group, LLC;

   *  Laurence V. Goddard, 53, president, chief executive officer
      and a director of The Parkland Group, Inc.;

   *  Robert H. Kanner, 57, chairman, president and chief
      executive officer of Pubco Corporation;

   *  Thomas O. Boucher Jr., 46, a managing director of Ingalls &
      Snyder LLC;

   *  Michael D. Lundin, 45, president and chief executive officer
      of Oglebay Norton Company;

   *  John P. O'Brien, 62, managing director of Inglewood
      Associates, Inc.

In the first meeting of the new board of directors yesterday,
Thomas O. Boucher was elected chairman of the board.

Headquartered in Cleveland, Ohio, Oglebay Norton Company --
http://www.oglebaynorton.com/-- mines, processes, transports and  
markets industrial minerals for a broad range of applications in
the building materials, environmental, energy and industrial
market. The Company and its debtor-affiliates filed for chapter
11 protection on February 23, 2004 (Bankr. D. Del. Case Nos.04-
10559 through 04-10560). Daniel J. DeFranceschi, Esq., at
Richards, Layton & Finger, represents the Debtors in their
restructuring efforts. When the Debtor filed for protection from
its creditors, it listed $650,307,959 in total assets and
$561,274,523 in total debts.


OVERNITE TRANS: Moody's Puts Ba1 Rating on $250M Credit Facility
----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Overnite
Transportation Company's $250 million Amended and Restated Credit
Agreement.  Moody's also confirmed the senior implied rating at
Ba1 and changed the rating outlook to positive.

The change in outlook to positive takes into account the better
than expected financial results, Moody's expectation of good near-
term performance given the strong market for trucking services, to
Overnite Transportation's lowered debt levels and limited
requirements for ongoing contributions to its under-funded pension
obligation, and the strong credit metrics of interest coverage and
free cash flow to debt.

The rating could be upgraded if:

   1. debt is further reduced to a sustainable level in the range
      of $75 million, with a ratio of debt to EBIT of not more
      than 1:1;

   2. the operating ratio remains in the low 90% range with solid
      free cash flow;

   3. there is continued progress in addressing the remainder of
      the under-funded pension plan; and

   4. the currently strong service levels of on-time delivery and
      low damage claims are maintained as demand continues to
      increase.

The somewhat higher than expected level of free cash flow over the
past year was applied to reduce to Overnite Transportation's
balance sheet debt level, as well as improve liquidity with higher
cash balances.  The Company reported debt of $95.6 million at
year-end 2004.  We expect free cash flow to remain solid over the
near term, even with stepped-up capital spending on tractors and
trailers in anticipation of higher demand.

A portion of the free cash flow is expected to be applied to
further debt reduction; however, we do expect the Company to
retain a prudent amount of debt in its capital structure.  We also
anticipate Overnite Transportation to build its cash position to
plan for the eventual downturn in the industrial cycle, as well as
develop prudent financial policies with respect to dividends
and/or share repurchases.

With the recent surge in volume, the trucking sector is beginning
to approach practical capacity.  This creates a strong pricing
environment for the industry, and Overnite Transportation is well
positioned to take advantage of these good market conditions.

We expect revenue growth for the company from a combination of
higher shipments, tonnage and pricing.  Further, with control over
variable operating costs and a non-union workforce, we anticipate
a modest improvement in the operating ratio below the 93.4%
reported for fiscal 2004, for the near term.

Considerable margin expansion is constrained, however, by ongoing
cost pressures in drivers' pay and benefits, and insurance costs.
As well, the increased traffic does increase the potential for
inefficiency in operations, although the Company has been meeting
its service standards thus far.  

Overnite Transportation stepped up its capital spending to
approximately $82 million, about 1.4x depreciation, in response to
the surge in demand.  While we expect that 2005 spending could be
somewhat higher, we also believe that capital investment at
Overnite was somewhat constrained prior to its initial public
offering.

Credit metrics are very strong at present (EBIT to Interest
greater than 20x, and free cash flow to debt of approximately
42%), and could improve further over the near term. The trucking
sector is very sensitive to the economic cycles and the financial
results of truckers are particularly sensitive to changes in the
cycle.  Consequently, metrics will vary considerably over several
years and the industry is now operating at an unusual high point
in the cycle.

Overnite Transportation has made progress in addressing its
underfunded pension plan -- reported at $118 million at FYE 2003
although it could now be somewhat higher given the lower discount
rate.  During 2004, the Company made voluntary contributions of
approximately $56 million to the plan.  We expect the Company will
continue to make voluntary contribution to the plan, although at a
somewhat lowered contribution level.

The $250 million Amended and Restated Bank Agreement refinanced
the bank revolver and term loan that was arranged at the time of
the IPO.  The facility matures in November, 2009, and is
guaranteed by the domestic operating subsidiaries as well as
Overnite Corporation, the holding company as well as secured by
the stock of the guarantors.

The facility contains two principal financial covenants with a
maximum leverage, adjusted Debt to EBITDAR, and minimum fixed
charge coverage level, although the Company has considerable
flexibility under these covenants.  Separately, the company
organized a new a $100 million accounts receivable facility, which
Overnite Transportation will use for its letter of credit needs.
The company has no other debt instruments other than operating
leases on a modest portion of its equipment.

The rating assigned:

   -- Overnite Transportation Company Amended and Restated Credit
      Agreement at Ba1

The rating confirmed:

   -- Overnite Transportation Company senior implied at Ba1.

Overnite Corporation, based in Richmond Virginia, operates a
nation-wide less than truckload trucking company.


PACIFIC ENERGY: Soliciting Consents to Amend Sr. Note Indenture
---------------------------------------------------------------
Pacific Energy Partners, L.P. (NYSE:PPX) and Pacific Energy
Finance Corporation are soliciting consents from holders of their
outstanding 7-1/8% Senior Notes due 2014 to proposed amendments to
certain provisions of the indenture governing the Notes.  The
consent solicitation will expire at 5:00 p.m., Eastern Time, on
February 10, 2005, unless terminated earlier or extended by
Pacific.  Only holders of the Notes as of January 27, 2005, the
record date for the consent solicitation, may participate in the
solicitation.

On October 29, 2004, the Partnership announced that The Anschutz
Corporation had agreed to sell its 10,465,000 subordinated units
representing a 34.6% limited partner interest in the Partnership,
and TAC's wholly owned subsidiary, PPS Holding Company, agreed to
sell all of the outstanding common stock of Pacific Energy GP,
Inc., the Partnership's general partner, to a new entity, LB
Pacific, LP, formed by Lehman Brothers Merchant Banking Group.  
The Acquisition is expected to close in the first quarter of 2005
and is subject to certain conditions, including applicable
regulatory approvals and other closing conditions.  The completion
of the Acquisition is not conditioned upon the success of the
consent solicitation.

According to the terms of the Indenture, the closing of the
Acquisition followed by a Rating Decline (as such term is defined
in the Indenture) within 90 days of the consummation of the
Acquisition would constitute a "Change of Control" and therefore
would require Pacific, following the closing of the Acquisition,
to make a "Change of Control Offer" to purchase all of the Notes
then outstanding at a purchase price equal to 101% of the
aggregate principal amount, plus accrued and unpaid interest, if
any, to the date of purchase.  Based on information from FT
Interactive Data, on January 27, 2005, the Notes closed at a bid
price of 105.25% of the aggregate principal amount.

The purpose of the Proposed Amendments is to amend the definition
of Change of Control to ensure that the Acquisition does not
result in a Change of Control under the Indenture.  Under the
terms of the Proposed Amendments, Pacific would not be required to
make a Change of Control Offer for the Notes upon the closing of
the Acquisition.  If the requisite number of holders do not
consent to the Proposed Amendments, Pacific expects to commence a
Change of Control Offer promptly following the completion of the
Acquisition in accordance with the terms of the Indenture.

The approval of the Proposed Amendments requires the consent of
the holders of a majority in principal amount of the Notes then
outstanding.  Immediately upon receipt of the Requisite Consents,
Pacific intends to effect the execution of a supplemental
indenture containing the Proposed Amendments.  Promptly following,
and subject to, the closing of the Acquisition, and so long as the
Supplemental Indenture is in effect at the time, Pacific will pay
$2.50 for each $1,000 of the Notes to each holder who has properly
granted consent that is in effect at the Expiration Date.  PPS
Holding Company and LB Pacific, LP have agreed to reimburse
Pacific Energy GP, Inc., for the costs and expenses of the consent
solicitation, including the Consent Fee.  If the Acquisition does
not close, no Consent Fee will be paid to any Holder.

Once the Supplemental Indenture becomes effective, each present
and future holder of the Notes will be bound by the Proposed
Amendments, whether or not such holder consented to such
amendments.  Regardless of when the Supplemental Indenture becomes
effective, Pacific will not have the right to take the actions
permitted by the Proposed Amendments unless and until the
Acquisition is completed.

The detailed terms and conditions of the consent solicitation are
contained in Pacific's Consent Solicitation Statement, dated
January 28, 2005, and the related Consent Letter, which is being
mailed to holders of record of the Notes.  Holders can obtain
additional copies of the Consent Solicitation Statement and
related materials from Global Bondholder Services Corporation, the
Information Agent for the consent solicitation, (Toll Free) (866)
389-1500 or (Banks and Brokers) (212) 430-3774.

Citigroup Global Markets, Inc., is acting as the Solicitation
Agent.  Holders with questions about the consent solicitation can
contact Citigroup's Liability Management Group at (Toll Free)
(800) 558-3745 or (Collect) (212) 723-6106.

Pacific Energy Partners, L.P. -- http://www.PacificEnergy.com/--
is a master limited partnership headquartered in Long Beach,
California.  Pacific Energy is engaged principally in the business
of gathering, transporting, storing and distributing crude oil and
other related products in California and the Rocky Mountain
region, including Alberta, Canada.  Pacific Energy generates
revenues primarily by transporting crude oil on its pipelines and
by leasing capacity in its storage facilities.  Pacific Energy
also buys, blends and sells crude oil, activities that are
complementary to its pipeline transportation business.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 25, 2005,
Moody's Investors Services assigned a B1 rating to LB Pacific,
LP's $170 million Term Loan B -- TLB, to be secured by 34.6% of
the subordinated equity units of Pacific Energy Partners, LP's --
PPX -- and by the equity of Pacific Energy GP, LLC -- PEGP --
which holds the 2% general partner interest in PPX.  Moody's
affirms PPX's Ba2 senior unsecured note and Ba1 senior implied
ratings and stable outlook.  PPX is a midstream oil master limited
partnership and PEGP is its general partner.


PARK PLACE: Fitch Puts 'BB+' on $30.40MM Private Class Certs.
-------------------------------------------------------------
Park Place Securities, Inc. -- PPSI -- 2005-WCH1 certificates are
rated:

     -- $1.509 billion publicly offered classes A-1A through A-3D
        'AAA';

     -- $21.85 million class M-1 'AA+';

     -- $88.35 million class M-2 'AA+';

     -- $32.30 million class M-3 'AA;

     -- $42.75 million class M-4 'AA-';

     -- $31.35 million class M-5 'A+';

     -- $23.75 million class M-6 'A';

     -- $25.65 million class M-7 'A-';

     -- $18.05 million class M-8 'BBB+';

     -- $19.95 million class M-9 certificates 'BBB';

     -- $30.40 million privately held class M-10 certificates
        'BB+'.

Credit enhancement for the 'AAA' rated class A certificates
reflects the 17.60% subordination provided by classes M-1 through
M-10, monthly excess interest, and initial overcollateralization
-- OC -- of 3.00%.  

Credit enhancement for the 'AA+' rated class M-1 certificates
reflects the 16.45% subordination provided by classes M-2 through
M-10, monthly excess interest, and initial OC.

Credit enhancement for the 'AA+' rated class M-2 certificates
reflects the 11.80% subordination provided by classes M-3 through
M-10, monthly excess interest, and initial OC.  

Credit enhancement for the 'AA' rated class M-3 certificates
reflects the 10.10% subordination provided by classes M-4 through
M-10, monthly excess interest, and initial OC.

Credit enhancement for the 'AA-' rated class M-4 certificates
reflects the 7.85% subordination provided by classes M-5 through
M-10, monthly excess interest, and initial OC.

Credit enhancement for the 'A' rated class M-5 certificates
reflects the 6.20% subordination provided by classes M-6 through
M-10, monthly excess interest, and initial OC.

Credit enhancement for the 'A' rated class M-6 certificates
reflects 4.95% subordination provided by classes M-7 through M-10,
monthly excess interest, and initial OC.

Credit enhancement for the 'A-' rated class M-7 certificates
reflects the 3.60% subordination provided by classes M-8 through
M-10, monthly excess interest, and initial OC.

Credit enhancement for the 'BBB+' rated class M-8 certificates
reflects the 2.65% subordination provided by classes M-9, M-10,
monthly excess interest, and initial OC.

Credit enhancement for the 'BBB' rated class M-9 certificates
reflects the 1.60% subordination provided by class M-10, monthly
excess interest, and initial OC.

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

In addition, the ratings reflect the integrity of the
transaction's legal structure, as well as the capabilities of
JPMorgan Chase Bank as the servicer.  Wells Fargo Bank, N.A. will
act as trustee.

As of the cut-off date, the group I mortgage loans have an
aggregate balance of $939,456,634.  The weighted average loan rate
is approximately 7.375%.  The weighted average remaining term to
maturity is 357 months.  The average cut-off date principal
balance of the mortgage loans is approximately $165,280.  The
weighted average original loan-to-value ratio is 82.64%, and the
weighted average Fair, Isaac & Co. -- FICO -- score was 613.  

The properties are primarily located in:

     * California (22.55%),
     * Illinois (20.82%), and
     * Florida (9.38%).

As of the cut-off date, the group II mortgage loans have an
aggregate balance of $496,883,273.  The weighted average loan rate
is approximately 7.408%.  The weighted average remaining term to
maturity is 356 months.  The average cut-off date principal
balance of the mortgage loans is approximately $131,415.  The
weighted average original loan-to-value ratio is 80.58%, and the
weighted average Fair, Isaac & Co. score was 605.  The properties
are primarily located in:

     * California (26.68%),
     * Florida (11.47%), and
     * Ohio (8.41%).

As of the cut-off date, the group III mortgage loans have an
aggregate balance of $463,660,333.  The weighted average loan rate
is approximately 7.361%.  The weighted average remaining term to
maturity is 359 months.  The average cut-off date principal
balance of the mortgage loans is approximately $276,812.  The
weighted average original loan-to-value ratio is 84.04%, and the
weighted average Fair, Isaac & Co. score was 609.  The properties
are primarily located in:

     * California (45.84%),
     * Illinois (9.12%), and
     *  New Jersey (8.15%).

The mortgage loans were originated or acquired by Ameriquest
Mortgage Company.  Ameriquest Mortgage Company is a specialty
finance company engaged in the business of originating,
purchasing, and selling retail and wholesale subprime mortgage
loans.


PATCH INT'L: Losses and Deficit Trigger Going Concern Doubt
-----------------------------------------------------------
Patch International had not reached a level of operations, which
would finance day-to-day activities as of November 30, 2004.  The
Company's interim consolidated financial statements have been
prepared on the assumption that the Company is a going concern,
meaning it will continue in operation for the foreseeable future
and will be able to realize assets and discharge liabilities in
the ordinary course of operations.  Different bases of measurement
may be appropriate when a company is not expected to continue
operations for the foreseeable future.  The Company's continuation
as a going concern is dependent upon its ability to attain
profitable operations and generate funds therefrom and raise
equity capital or borrowings sufficient to meet current and future
obligations.  Management intends to support the Company by
exercising stock options and warrants, advancing funds necessary
or raising funds through private placements until the Company can
achieve a profitable level of operations.

                      Going Concern Doubt

Patch International incurred losses from operations of
$529,796,000 and $61,519,000 for the six-month periods ended
November 30, 2004, and 2003, respectively and has accumulated
losses of $1,168,114,000 since inception.  At November 30, 2004
the Company had a working capital deficiency of $438,202,000 (May
31, 2004 - $288,736,000).  These conditions, among others, give
rise to substantial doubt about the Company's ability to continue
as a going concern.

At November 30, 2004, the Company had cash of $12,491,000 and a
working capital deficit of $438,202,000.  This compares to cash of
$38,613 and a working capital deficit of $288,736,000 at
May 31, 2004.  The decrease in working capital was due primarily
to the decrease in current assets, which were used for operating
expenses during the six-month period.

The Company will be dependent upon proceeds from the sale of
securities and advances from related parties until its operations
generate revenues sufficient to cover operating expenses.  There
is no assurance that the Company will be able to obtain the
additional funds on favorable terms, if at all.  The Company's
inability to raise sufficient funds could require it to delay,
scale back or eliminate certain activities.

The report of the Company's independent auditors on the financial
statements for the year ended May 31, 2004, includes an
explanatory paragraph relating to the uncertainty of the Company's
ability to continue as a going concern.  The Company has suffered
losses from operations.  The Company needs to generate revenues
and successfully attain profitable operations.  As stated, these
factors raise substantial doubt about the Company's ability to
continue as a going concern.  There can be no assurance that it
will be able to reach a level of operations that would finance its
day-to-day activities.

The Company's strategy is to diversify its oil and gas operations.  
While it continues to pursue promising properties and
opportunities in Canada, it is also pursuing opportunities in
Ukraine, Algeria, and Libya. The Company anticipates that it will
take a few years to develop such opportunities.  Therefore it will
probably pursue the first of such opportunities to develop and not
pursue opportunities in each country.

The Company requires cash to support its operations for at least
the next 12 months.  Patch International does not anticipate any
change in the number of employees or the acquisition of plant or
equipment in the next 12 months.  However, it lacks sufficient
cash to maintain its status as a public company.  The Company will
have to engage in one or more offerings of debt and/or equity
securities.  There can be no assurance that it will be successful
in this effort.

Patch International Inc.'s business originally was the development
and commercialization of non-prescription therapeutics and
nutraceuticals designed to prevent inflammation and their
sequelae, and the development of cosmetics for skin conditions.  

Patch International, Inc., had not generated any revenues from
product sales, royalties or license fees.  Due to the inability of
the Company to obtain funding and partners to pursue its
pharmaceutical projects, it decided to seek other business
opportunities.  As of March 15, 2004, the Company consummated the
Arrangement Agreement with Patch Energy, Inc., under which the
Company acquired Patch Energy, a privately held oil and gas
company continued under the laws of Canada, in a stock-for-stock
transaction.  As a result of the acquisition, Patch is a wholly
owned subsidiary of the Company.  In the arrangement, each issued
common share of Patch was exchanged for one common share of the
Company.  A total of 18,232,625 shares were issued, bringing the
issued and outstanding shares of the Company to 38,224,372 at that
time.


QUALITY DISTRIBUTION: Closes $85 Million Private Debt Placement
---------------------------------------------------------------
Quality Distribution, LLC, the wholly owned subsidiary of Quality
Distribution, Inc. (Nasdaq: QLTY), and its wholly owned
subsidiary, QD Capital Corporation, have consummated their
previously announced private placement offering of $85.0 million
of Senior Floating Rate Notes due 2012.

The Notes were issued at a price to investors of 98% of their
principal amount.  The Notes bear interest at a rate equal to
three-month LIBOR plus 4.50%, reset on a quarterly basis.
Concurrently with the consummation of the offering of the Notes,
the previously announced amendment to the credit agreement became
fully effective.

In addition, on Jan. 28, 2005, Quality Distribution, Inc. caused
to be mailed an irrevocable notice of redemption to the holders of
its Series B Floating Interest Rate Subordinated Term Securities
due 2006.  Quality Distribution currently expects to redeem the
FIRSTS on Feb. 28, 2005 at a redemption price equal to par plus
accrued and unpaid interest.

The Notes were offered within the United States only to qualified
institutional buyers pursuant to rule 144A under the Securities
Act of 1933, as amended, and outside the United States, only to
non- U.S. investors in reliance on Regulation S.

The Notes were not registered under the Securities Act of 1933, as
amended, or any state securities laws, and may not be offered or
sold in the United States absent registration or an applicable
exemption from registration requirements.  This news release shall
not constitute an offer to sell or a solicitation of an offer to
buy the Notes.

Headquartered in Tampa, Florida, Quality Distribution, Inc.,
through its subsidiary, Quality Carriers, Inc., and TransPlastics,
a division of Quality Carriers, and through its affiliates and
owners-operators, manages approximately 3,500 tractors and 8,000
trailers.  Quality Distribution also provides other bulk
transportation and related services, including tank cleaning and
freight brokerage.  Quality Distribution is an American Chemistry
Council Responsible Care(R) Partner and is a core carrier for many
of the Fortune 500 companies that are engaged in chemical
production and processing.

                          *     *     *

As Reported in the Troubled Company Reporter on Jan. 24, 2005,
Standard & Poor's Ratings Services assigned its 'CCC' unsecured
debt rating to Quality Distribution LLC's $85 million senior
unsecured floating rate notes due 2012, to be issued under Rule
144A with registration rights.

The notes are rated two notches below the 'B-' corporate credit
rating on parent Quality Distribution, Inc., due to the large
amount of secured debt relative to assets. The proceeds will be
used to permanently reduce the outstanding term loan balance by
$70 million and repay the remaining $7.5 million of subordinated
term securities due 2006. Credit measures, including debt to
EBITDA of almost 9x, as reported, which includes special charges,
and EBITDA interest coverage of only 1x, are weak and will remain
under pressure as debt levels continue at high levels.


QUANTEGY INC: Court Appoints 5 Creditors to Serve on Committee
--------------------------------------------------------------
The Honorable Dwight H. Williams, Jr., of the U.S. Bankruptcy
Court for the Middle District of Alabama orders five creditors to
serve on an Official Committee of Unsecured Creditors pursuant to
11 U.S.C. Section 1102:

     1. Atek, NCB-74
        Attn: Mark L. Osmanski
        P.O. Box 1414
        Minneapolis, Minnesota
        Tel: 786-392-5703
     
     2. Toray Plastics (America) Inc.
        Attn: Mr. Yuichiro Kato
        50 Belver Avenue
        North Kingston, Rhode Island 02852
        Tel: 401-294-4511
     
     3. Steven C. Savarese
        900 Cummings Center 403T
        Beverly, Massachusetts 01915
        Tel: 978-232-991
     
     4. Titron Industries Ltd.
        Attn: Roy G. Lunel
        154-A West Foothill Boulevard, Suite 210
        Upland, California 91786
        Tel: 909-463-4970
     
     5. AMPEX Corp.
        Attn: Craig McKibbon
        P.O. Box 99-247
        Chicago, Illinois 60693

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

                             *    *    *   

As previously reported, the Bankruptcy Administrator told the
Court that no creditor was willing to serve on a formal creditors'
committee.   The Debtor sought and obtained a relief from the
Court regarding this matter.  

Any committee member appointed but, unwilling to serve is asked to
notify the Court before Feb. 10, 2005.

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 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.


REFOCUS GROUP: Secures New $500,000 Interim Financing
-----------------------------------------------------
Refocus Group, Inc. (OTC: RFCG.OB), a medical device company
engaged in the research and development of treatments for eye
disorders, disclosed the closing of an additional interim
financing in the amount of $500,000.  The proceeds of this
financing will be utilized by the company to fund the continued
evaluation of the U.S. Food and Drug Administration Phase II
clinical trial of its Scleral Spacing Procedure for the surgical
treatment of presbyopia, and for general corporate purposes.

The new interim financing involved the issuance of secured debt.  

         About Refocus Group's Scleral Spacing Procedure

Refocus Group's Scleral Spacing Procedure for surgically treating
presbyopia, primary open-angle glaucoma and ocular hypertension
utilizes four scleral implants, each about the size of a small
grain of rice, which are surgically implanted just under the
surface of the sclera (white of eye) in four quadrants.  
Presbyopia is a vision disorder that affects virtually 100 percent
of the population over age 40, while glaucoma affects millions
worldwide and is a leading cause of blindness.  The surgical
procedure is the same for presbyopia, glaucoma and/or ocular
hypertension.  For the latter of these two conditions, the company
believes that the procedure helps restore the natural base-line
tension in the ciliary body, allowing for improvement in the
natural drainage of the eye and the lowering of intraocular
pressure.  In the case of presbyopia, the company believes that
the procedure helps reduce the crowding of the underlying tissues
surrounding the crystalline lens, allowing the muscles to once
again naturally reshape the lens and accommodate (focus) the eye.  
The uniqueness of the company's technology is that it does not
remove tissue from the eye, does not affect the cornea and is
believed to be fully reversible--unlike laser vision surgery or
more invasive treatments involving the permanent removal and
replacement of the crystalline lens with an intraocular lens.  The
procedure can be performed on an outpatient basis under topical or
local anesthesia.  The company's implant device is limited, in the
United States, by federal law to investigational use, pending
approval by the Food and Drug Administration.

                        About the Company

Refocus Group (OTC: RFCG.OB) -- http://www.refocus-group.com/--  
is a Dallas- based medical device company engaged in the research
and development of treatments for eye disorders. Refocus holds
over 100 domestic and international pending applications and
issued patents, the vast majority directed to methods, devices and
systems for the treatment of presbyopia, ocular hypertension,
primary open-angle glaucoma and macular degeneration.  The
company's most mature device is its patented scleral implant and
related automated scleral incision handpiece and system, used in
the Scleral Spacing Procedure for the surgical treatment of
presbyopia, primary open-angle glaucoma and ocular hypertension in
the human eye.  See the company's public filings at www.sec.gov
for a discussion of the company's financial condition.

At Sept. 30, 2004, Refocus Group's balance sheet showed a
$1,610,344 stockholders' deficit, compared to $1,150,451 in
positive equity at Dec. 31, 2003.


RELIANCE GROUP: Commonwealth Court Okays $9-Mil. Aioi Commutation
-----------------------------------------------------------------
M. Diane Koken, Insurance Commissioner of the Commonwealth of  
Pennsylvania, as Liquidator of Reliance Insurance Company, sought  
and obtained permission from the Commonwealth Court of  
Pennsylvania to enter into a Commutation, Settlement Agreement  
and Release with Aioi Insurance Company, Ltd.  Aioi was formerly  
known as Chiyoda Fire and Marine Insurance Company Limited.

From 1973 to 1991, Aioi participated, through Fortress Re, as a  
reinsurer on RIC's Corporate Property Catastrophe Excess Loss  
Program.  Aioi's participation as reinsurer in the Property  
Catastrophe Reinsurance Agreements was small, ranging from less  
than 0.01% to 1.1% in all cases, save one that was at 3.2%.  The  
Property Catastrophe Reinsurance Agreements protected RIC from  
accumulation of insured property values exposed to major events,  
like earthquakes and hurricanes.

From 1995 through 1999, RIC participated in the commercial  
aviation reinsurance market through liability and hull  
reinsurance contracts, reinsuring these risks for other insurers  
that issued primary insurance policies to commercial airlines  
throughout the world.

Beginning January 1, 1995, RIC reinsured various portions of its  
obligations under Aviation Contracts with Aioi, pursuant to  
certain quota share and excess of loss reinsurance Agreements.   
Under these Agreements, RIC ceded to Aioi varying percentages and  
layers of the liability that RIC had assumed under the Aviation  
Contracts.

The Liquidation Order issued by the Commonwealth Court on
October 3, 2001, forced RIC to withdraw from the aviation  
reinsurance market.  As a result, all of RIC's Aviation Contracts  
were terminated.  Due to the age of the Property Catastrophe  
Reinsurance Agreements and the "short tail" of claims in this  
class of business, all claims that could have ceded to the  
Property Catastrophe Reinsurance Agreements were likely known by  
October 3, 2001.

Deborah F. Cohen, Esq., at Pepper Hamilton, in Philadelphia,  
Pennsylvania, explained that Aioi will pay RIC $9,000,0000 to  
settle all respective obligations under the Property Catastrophe  
Reinsurance Agreements and the Aviation Reinsurance Agreements.   
Both parties and the Commonwealth Court must approve the  
Agreement.

Aioi will make the payment to:

      Bank:          Mellon Bank, Pittsburgh
      ABA No.:       043000261
      Credit:        Reliance Insurance Company
      CHIPS No.:     044840
      Account No.:   079-7806
      S.W.I.F.T.:    MELN US 3P
      Ref:           Kathy Lee

The Liquidator retained Keith Kaplan, a career reinsurance  
expert, to assess the fairness and reasonableness of the  
Agreement.  Mr. Kaplan maintained that the Agreement is  
beneficial to RIC because the estate will be receiving immediate  
payment of the full value of its claims against Aioi, while  
eliminating future costs associated with administering claims  
under the Property Catastrophe Reinsurance Agreements and the  
Aviation Reinsurance Agreements.  Takao Sasaki, General Manager,  
Reinsurance Department signed the Agreement for Aioi.

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)


RESIDENTIAL ASSET: Fitch Rates $7.2 Million Class B Notes at 'BB+'
------------------------------------------------------------------
Residential Asset Securities Corporation -- RASC, series 2005-KS1,
is rated by Fitch Ratings:

     -- $269.2 million class A-1 'AAA';
     -- $283.9 million class A-2 'AAA';
     -- $26.5 million class A-3 'AAA';
     -- $48.6 million class M-1 'AA+';
     -- $37.1 million class M-2 'A+';
     -- $10.8 million class M-3 'A';
     -- $9.7 million class M-4 'A-';
     -- $8.6 million class M-5 'BBB';
     -- $7.2 million class M-6 'BBB-';
     -- $7.2 million class B 'BB+'.

The 'AAA' rating on the senior certificates reflects the 19.50%
initial credit enhancement provided by:

     * 6.75% class M-1,
     * 5.15% class M-2,
     * 1.50% class M-3,
     * 1.35% class M-4,
     * 1.20% class M-5,
     * 1% class M-6,
     * 1% class B, along with overcollateralization -- OC.

The initial and target OC is 1.55%.  In addition, the ratings
reflect the strength of the transaction's legal and financial
structures and the attributes of the mortgage collateral.  The
ratings also reflect the strength of the servicing capabilities
represented by Homecomings Financial Network, Inc. (rated 'RPS1'
by Fitch), and Residential Funding Corporation - RFC -- as master
servicer.

The collateral pool consists of 4,960 fixed- and adjustable-rate
loans and totals $720 million as of the cut-off date.  The
weighted average original loan-to-value ratio - OLTV -- is 80.53%.
The average outstanding principal balance is $145,161 the weighted
average coupon -- WAC -- is 7.16% and the weighted average
remaining term - WAM -- is 356 months.  69.80% of the loans have
prepayment penalties.  The loans are geographically concentrated
in:

     * California (15.20%),
     * Florida (8.42%) and
     * Michigan (5.50%).

The loans were sold by RFC to RASC, the depositor.  Prior to
assignment to the depositor, RFC reviewed the underwriting
standards for the mortgage loans and purchased all the mortgage
loans from mortgage collateral sellers who participated in or
whose loans were in substantial conformity with the standards set
forth in RFC's AlterNet program.  The AlterNet program was
established primarily for the purchase of mortgage loans made to
borrowers that may have imperfect credit histories, higher debt to
income ratios or mortgage loans that present certain other risks
to investors.  The depositor, a special purpose corporation,
deposited the loans in the trust, which then issued the
certificates.  For federal income tax purposes, an election will
be made to treat the trust as three real estate mortgage
investment conduits.


RESORTS INT'L: S&P Puts Low-B Ratings on Two Credit Facilities
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating and a
recovery rating of '2' to Resorts International Holdings LLC's
proposed $685 million senior credit facility, reflecting
Standard & Poor's expectation that the lenders would realize a
substantial recovery of principal (80%-100%) following a payment
default.

At the same time, Standard & Poor's assigned its 'B-' rating and a
recovery rating of '5' to the company's proposed $400 million
eight-year second-lien term loan, reflecting Standard & Poor's
expectation that the lenders would realize a negligible recovery
of principal (0%-25%) following a payment default.

In addition, Standard & Poor's assigned its 'B+' corporate credit
rating to the company.  Pro forma for the transaction, Resorts
will have $988 million in debt outstanding.

Resorts was formed by Los Angeles-based private investment firm,
Colony Capital LLC (Colony), to fund the $1.2 billion acquisition
of four casinos--Harrah's East Chicago and Harrah's Tunica from
Harrah's Entertainment, and the Atlantic City Hilton and Bally's
Saloon Tunica from Caesars Entertainment.  The net proceeds from
the proposed bank facilities, along with cash contributed by
Colony and affiliates, will be used to fund these acquisitions
with closing anticipated in the Spring of 2005.

"Resorts' cash flows are expected to be relatively steady at three
of the four properties with some modest growth anticipated at
Harrah's East Chicago due to a recently completed renovation
project.  Although debt leverage is somewhat weak for the rating,
the stable outlook anticipates that Resorts' financial profile
will improve over the next couple of years as the company
generates free cash flow available to reduce debt," said Standard
& Poor's credit analyst Peggy Hwan.


RICHTREE INC: Ontario Court Extends CCAA Protection Until Feb. 15
-----------------------------------------------------------------
The Ontario Superior Court of Justice has further extended the
protection period granted to Richtree Inc. (TSX:MOO.SV.B) and its
operating subsidiary, Richtree Markets Inc. under the Companies'
Creditors Arrangement Act to Feb. 15, 2005.  

The Court also authorized Richtree to enter into a further
extension from Jan. 31 to Feb. 15, 2005, of the debtor-in-
possession term sheet originally dated October 18, 2004 between
Richtree and Catalyst Fund General Partner I Inc.  The maximum
amount available to the Corporation under the DIP term sheet
remains at $3 million.  Richtree is continuing in discussions with
Catalyst with respect to the next steps in the Corporation's CCAA
restructuring process and Catalyst has agreed to the further
extensions of the CCAA protection period and the DIP financing to
Feb. 15, 2005, in order that during this period certain
restructuring alternatives can be further examined.

Colin T. West, President and CEO of Richtree, said: "the
restructuring process is advancing and this latest extension of
the CCAA protection period is in the best interest of those
stakeholders having a continuing economic interest in its
operations, including, in particular, Richtree's employees."  
Richtree operates its market-concept restaurants in Ontario.

The Court also approved the activities of PricewaterhouseCoopers
Inc., in its capacity as monitor of Richtree, as set out in the
fifth report of the Monitor to the Court dated Jan. 26, 2005.

Also, effective this past weekend, Richtree Markets Inc. ceased
its restaurant operations at Place Ville Marie in Montreal and
Caffe-Bar Masquerade in Toronto.

A copy of the court order referred to above will soon be available
on Richtree's web site at http://www.richtree.ca/The fifth report  
of the Monitor to the Court dated Jan. 26, 2005, which supported
the application for the order described above, will also be
available on the web site.

Richtree confirmed again its view that the shareholders of
Richtree Inc. are unlikely to recover any value for their Class B
Subordinate Voting shares (MOO.SV.B) from the Richtree
restructuring process and therefore do not likely have any
continuing economic interest in Richtree.

                        About the Company

Richtree, Inc., is the holder of exclusive master franchise rights
from M"venpick Group of Switzerland to operate and sub-franchise
M"venpick March, and Marchelino restaurants in Canada and the
United States and to operate M"venpick restaurants in Canada.  The
Company owns and operates 4 March, restaurants, 6 Marchelino
restaurants, 2 Take-me! March, outlets and 4 M"venpick restaurants
in Toronto, Ottawa, Montreal and Boston.  In addition, the Company
operates 12 Take-me! March, outlets in a joint venture with
Loblaws.


RIGGS NAT'L: Financial Difficulties Cue Fitch to Junk Debt Rating
-----------------------------------------------------------------
Fitch Ratings has lowered the subordinated debt rating for Riggs
National Corporation to 'CCC' from 'B-'.  All other ratings for
Riggs National Corporation (RIGS; long-term senior rating of 'B')
and its subsidiaries remain unchanged and remain on Rating Watch
Evolving (for additional detail, see 'Fitch Lowers Riggs
Subsidiaries' Preferred Ratings; Remains on Rating Watch
Evolving,' dated Nov. 19, 2004, available on the Fitch Ratings web
site at http://www.fitchratings.com/

The rating downgrade reflects Fitch's increasing concern regarding
the financial condition of the parent, as is apparent through
financials released through September and absent any immediate
reversal of financial performance at its banking subsidiary, Riggs
Bank, N.A.  Although currently adequate, the company's liquidity
position has been under pressure due to higher than normal
expenses related to legal and consulting fees and support for the
bank.  Although the recently proposed fine related to the U.S.
Department of Justice's investigation pertaining to the Bank
Secrecy Act is within our expectations (yet remains subject to
possible change), it will in effect place additional pressure on
the consolidated entity, as the bank looks to the parent as a
source of financial strength.  Although the settlement with the
DOJ resolves a significant burden, there still exist additional
lawsuits and potential regulatory actions, which could result in
further deterioration in parent liquidity.

The Rating Watch Evolving indicates that Fitch sees reasonable
probability that RIGS' ratings could be upgraded, downgraded, or
maintained within the next six months.  The pending acquisition
with PNC will be the most critical element on how the Rating Watch
is resolved.  Although management has not provided additional
clarity on the terms and condition of the merger, further
transparency is expected to be provided in the near term.


RYERSON TULL: FY 2004 Net Income Climbs to $54.5 Mil. From 2003
---------------------------------------------------------------
Ryerson Tull, Inc. (NYSE: RT) reported net income of $54.5
million, for the year ended Dec. 31, 2004, compared with a net
loss of $14.1 million, for 2003.  2004 results included a pretax
restructuring charge of $3.6 million, a pretax gain of $5.6
million, on the sale of assets, a $1.9 million income tax benefit,  
attributable to the reassessment of the valuation allowance for a
deferred tax asset, and an after-tax gain of $7.0 million, from
discontinued operations.  2003 results included a pretax
restructuring charge of $6.2 million, and a $4.5 million valuation
allowance for a portion of the deferred tax asset.

For the fourth quarter of 2004, Ryerson Tull reported net income
of $3.8 million, compared with a net loss of $7.5 million, in the
fourth quarter of 2003.  Fourth quarter 2004 results included a
pretax gain of $927,000, on the sale of assets, a $1.9 million
income tax benefit, attributable to the reassessment of the
valuation allowance for a deferred tax asset, and a $3.5 million
after-tax, positive income adjustment, associated with a
discontinued operation.  Fourth quarter 2003 results included a
pretax restructuring charge of $3.8 million, or $0.09 per share.

"We are very proud of our performance for the year," said Neil S.
Novich, Chairman, President, and CEO of Ryerson Tull.  "Our
aggressive restructuring actions improved our cost structure,
asset management, and customer service -- all of which enabled us
to capitalize on the long-awaited recovery in the metals
marketplace."

"While growth in metal industry demand slowed from the very strong
pace experienced in the first half of 2004, Ryerson Tull's volume
remained good in the fourth quarter," continued Mr. Novich.
"However, gross margins were affected in the period, primarily
from two factors."

                  Fourth-Quarter Performance

Fourth quarter 2004 sales increased 65.1 percent from the fourth
quarter of 2003, on an 11.3 percent increase in tons shipped per
day and a 50.9 percent increase in the average selling price per
ton.  On a sequential basis, fourth quarter 2004 sales increased
0.6 percent from the third quarter of 2004.  Tons shipped per day
increased 4.6 percent, sequentially, while the average selling
price per ton increased 2.5 percent.  The fourth quarter of 2004
included a three-month contribution from J&F, compared with two
months in the third quarter of 2004.

Gross profit per ton improved to $183 in the fourth quarter of
2004, compared with $167 in the year-ago period, but declined from
$213 in the third quarter of 2004.  Gross margins declined to 14.1
percent in the fourth quarter of 2004, compared with 19.4 percent
in the fourth quarter of 2003 and 16.8 percent in the third
quarter of 2004.  "While gross profit per ton expanded
significantly, year-over-year, it declined $30 sequentially," said
Novich.  "More than 80 percent of the deterioration was the result
of two specific factors.  As the carbon flat rolled mills caught
up on past-due deliveries, carbon flat rolled inventories rose
relative to overall levels.  Adding a layer of relatively high-
cost carbon flat rolled inventory resulted in higher material
costs passing through cost of goods sold in the fourth quarter of
2004. Additionally, carbon flat rolled -- which carries a lower
gross margin -- comprised a higher percentage of our product mix,
following the acquisition of J&F in August 2004.  Ryerson Tull's
product mix will change significantly as of the first quarter of
2005, with the inclusion of Integris, due to its emphasis on
higher margin stainless and aluminum."

Fourth quarter 2004 operating expenses per ton were $176, compared
to $168 in the year-ago period, and $170 in the third quarter of
2004.  While productivity continued to expand, certain expenses,
including Sarbanes-Oxley compliance and facility consolidation
costs, rose.  On a year-over-year basis, freight and performance
incentive expenses increased as well.

                        Full-Year Performance

For the full year, sales increased 50.8 percent to $3.3 billion in
2004, on a 10.5 percent gain in tons shipped and a 36.4 percent
increase in the average selling price per ton.  Gross profit per
ton improved to $200 for 2004, compared with $166 for 2003.
Operating expense per ton was $166 in 2004, compared with $165 in
2003.

                  Acquisition of Integris Metals

On Jan. 4, 2005, Ryerson Tull completed the acquisition of
Integris Metals for $410 million plus the assumption of $234
million of Integris' debt.  "The new organizational structure is
in place, and we are very excited about our now unparalleled
product offerings, value-added capabilities, customer service, and
geographic reach," said Novich.  Integris generated strong growth
and profitability in 2004.  Revenues increased 34 percent to $2.0
billion in 2004.  Operating income expanded 291 percent, year-
over-year, to $103.3 million, while net income increased 448
percent to $59.8 million.

                        Financial Condition

During the fourth quarter, the company completed the offering of
$175 million of convertible senior notes and $150 million of
senior notes.  Consequently, at year-end 2004, Ryerson Tull had a
debt-to-capital ratio of 55 percent and approximately $373 million
available under its credit facility, compared with a debt-to-
capital ratio of 41 percent and availability of $151 million at
the end of 2003.  On Jan. 4, 2005, simultaneously with the
acquisition of Integris, Ryerson Tull closed its new $1.1 billion
revolving credit agreement, leaving the company with approximately
$300 million available under its credit facility, post
acquisition, and a debt-to-capital ratio of 73 percent.

                           Outlook

"We expect the U.S. manufacturing sector and metals demand to
sustain slow to moderate growth in 2005," concluded Mr. Novich.
"Moreover, we believe Ryerson Tull's strategy to continuously
improve our operating efficiency, customer service, and overall
competitiveness -- as well as the shift to a higher percentage of
stainless and aluminum, and the many other benefits from the
acquisition of Integris -- will provide further opportunities to
grow and enhance our profitability."

                      About the Company

Ryerson Tull, Inc. is North America's leading distributor and
processor of metals, with 2004 revenues of $3.3 billion.  The
company services customers through a network of service centers
across the United States and in Canada, Mexico, and India. On
January 4, 2005, Ryerson Tull acquired Integris Metals, Inc.,
North America's fourth largest metals service center with 2004
revenues of $2.0 billion.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 1, 2004,
Moody's Investors Service lowered its ratings for Ryerson Tull,
Inc.  (senior implied to B1) and assigned a B2 rating to the
company's proposed $150 million of senior unsecured notes due
2011.  The company has a stable rating outlook.  This concludes
Moody's review of Ryerson, which was placed under review for
possible downgrade on Nov. 1, 2004, following the company's
announcement of its agreement to acquire Integris Metals, Inc.
from Alcoa and BHP Billiton for approximately $660 million.

These ratings were lowered:

   * Senior implied rating, to B1 from Ba3

   * Senior unsecured issuer rating, to B2 from B1

   * $100 million of 9.125% senior unsecured notes due 2006, to B2
     from B1

Also, Moody's assigned a B2 rating to Ryerson's proposed
$150 million of senior unsecured notes due 2011.  Moody's has not
rated Ryerson's 3.5% convertible senior notes due 2024 or its new
senior secured revolving credit facility.


SBC COMMS: AT&T Shareholders to Receive $16 Billion from Merger
---------------------------------------------------------------
SBC Communications Inc. (NYSE:SBC) and AT&T (NYSE:T) signed an
agreement for SBC to acquire AT&T, a combination that creates the
nation's premier communications company with unmatched global
reach.

The transaction combines AT&T's global systems capabilities,
business and government customers, and fast-growing Internet
protocol (IP)-based business with SBC's extraordinary local
exchange, broadband and wireless solutions.  Both companies have
common values focused on customer service, innovation and
reliability.

The combined company will have robust, high-quality network
assets, both in the United States and around the globe, and
complementary expertise and capabilities.  It will have the
resources and skill sets to innovate and more quickly deliver to
customers the next generation of advanced, integrated IP-based
wireline and wireless communications services.

For SBC, the combination provides immediate global leadership in
the enterprise segment where corporations and governments require
complex communication solutions and services and access to
advanced national and global networks.

Under terms of the agreement, approved by the boards of directors
of both companies, shareholders of AT&T will receive total
consideration currently valued at $19.71 per share, or
approximately $16 billion.

AT&T shareholders will receive 0.77942 shares of SBC common stock
for each common share of AT&T.  Based on SBC's closing stock price
on Jan. 28, 2005, this exchange ratio equals $18.41 per share. In
addition, at the time of closing, AT&T will pay its shareholders a
special dividend of $1.30 per share.  The stock consideration in
the transaction is expected to be tax-free to AT&T shareholders.

The acquisition, which is subject to approval by AT&T's
shareholders and regulatory authorities, and other customary
closing conditions, is expected to close by the first half of
2006.

"Renew America's leadership in communications technology"

"Today's agreement is a huge step forward in our efforts to build
a company that will lead an American communications revolution in
the 21st century," said Edward E. Whitacre Jr., SBC chairman and
chief executive officer.

"We are combining AT&T's national and global networks and
expertise with SBC's strong platforms and skills in local exchange
service, wireless and broadband," Mr. Whitacre said. "It's a great
combination.

"The communications industry is undergoing a profound
transformation as it transitions to unified, IP-based networks
capable of delivering a host of integrated services,"Mr. Whitacre
said. "To manage this evolution, customers need a partner with the
resources to provide new service platforms and product sets, while
maintaining world-class reliability and security.  This merger
creates that company.

"We will have the intellectual and financial resources to spur
innovation and propel America's communications industry forward,
harnessing IP technology to deliver exciting new services,"
Whitacre said.  "We will renew America's leadership in
communications technology, with products and services that set the
standard for how businesses and individuals communicate.  AT&T's
voice over IP platforms and other technological innovations will
be leveraged to offer more choices and new services to consumers
nationally across any network platform."

"The combination of these two strong, complementary companies will
ensure that together we will have all the capabilities necessary
to compete successfully in serving a broad range of customers
across the country and around the globe," said David W. Dorman,
AT&T chairman and chief executive officer.  "Together, SBC and
AT&T will be a stronger U.S.-based global competitor capable of
delivering the advanced network technologies necessary to offer
integrated, high-quality and competitively priced communications
services to meet the evolving needs of customers worldwide."

               Complementary, World-Class Assets

SBC and AT&T have highly complementary world-class assets and
industry-leading capabilities.

SBC has broad and transferable strengths in local service, with 52
million access lines and dense local access network capabilities
to deliver voice and data services to consumers and businesses of
all sizes.

SBC is an industry leader in high-speed broadband, with 5.1
million DSL Internet lines and a local broadband network covering
77 percent of its local customer locations.  In addition, SBC has
nationwide wireless coverage through its 60 percent ownership of
Cingular Wireless, which has 49 million subscribers across the
country.

AT&T brings to the combined company the world's most advanced
communications network to meet the sophisticated data
communication needs of large businesses with multiple locations.
AT&T serves virtually every member of the Fortune 1000.  Its
global network spans more than 50 countries and connects virtually
every country and territory around the world.  AT&T has 26
advanced Internet Data Centers, 13 in the United States and 13 in
other countries worldwide.

Beyond its network capabilities, AT&T has complementary assets
that will allow SBC to bring a full range of innovative voice and
data services to customers around the world.  These include a
broad, high-end enterprise customer base, proven sales expertise
in complex communications solutions, and an advanced product
portfolio including a broad range of IP-based services.  In
addition, AT&T has the world's premier communications research
organization, AT&T Labs, which has more than 5,600 patents, issued
or pending, worldwide.

Highlights

      a. $16 billion transaction brings together industry leaders
         with highly complementary strengths and customer bases

      b. Combines AT&T's national and global IP-based networks and   
         expertise with SBC's strong local exchange, broadband and
         wireless assets

      c. New company to accelerate customer transition to advanced
         IP solutions and services

      d. Significant synergies expected to make transaction cash    
         flow positive in 2007 and generate earnings per share
         growth in 2008

                     Financial Expectations

SBC and AT&T expect the proposed transaction will yield a net
present value of more than $15 billion in synergies, net of the
cost to achieve them.  The synergies ramp quickly with a net
annual run rate of $2 billion or greater beginning in 2008.

Almost all of the synergies will come from reduced costs over and
above expected cost improvements from the companies' ongoing
productivity initiatives.  Nearly half of the total net synergies
are expected to come from network operations and IT, as facilities
and operations are consolidated.  Approximately 25 percent are
expected to come from the combined business services
organizations, as sales and support functions are combined.  About
10 to 15 percent of the synergies are expected to come from
eliminating duplicate corporate functions.  Approximately 10 to 15
percent of expected synergies come from revenues, as the combined
company migrates service offerings to new customer segments.

SBC has also taken a conservative approach modeling expected AT&T
revenues.  AT&T's revenues have declined over recent years as it
has transitioned from a voice long distance business to an
emphasis on business and data markets, and those declines are
expected to continue.  At the same time, AT&T's next-generation IP
and e-services revenues grew 11 percent in 2004.

SBC expects the acquisition will slow its revenue growth rate in
the near term following closing.  New revenue opportunities
include expanded wireless sales in the enterprise space and taking
AT&T's industry-leading portfolio of enterprise IP-based services
down market to small business and residential customers.

SBC expects the transaction will be cash flow positive in 2007 and
earnings per share positive in 2008 - both growing in the years
thereafter.  Positive cash flow from the acquired business is
expected to provide additional financial flexibility for SBC over
the next several years.

AT&T currently has approximately $6 billion in net debt and SBC
has $26 billion, excluding debt at Cingular Wireless.  SBC expects
free cash flow after dividends from the combined companies to
provide the flexibility to continue to reduce combined debt levels
over the next five years while providing excellent cash returns to
stockholders.

Mr. Whitacre will serve as chairman, CEO and a member of the Board
of Directors of the new company.  Mr. Dorman will serve as
president and a member of the Board of Directors.  Additionally,
two other members of AT&T's Board of Directors will join the SBC
Board.  The corporate headquarters for the combined company will
remain in San Antonio.

With regard to the company name, Whitacre said, "We value the
heritage and strength of the AT&T brand, which is one of the most
widely recognized and respected names throughout the world, and it
will certainly be a part of the new company's future."

SBC, AT&T Corp. and their respective directors and executive
officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies from AT&T
shareholders in respect of the proposed transaction.  Information
regarding SBC's directors and executive officers is available in
SBC's proxy statement for its 2004 annual meeting of stockholders,
dated Mar. 11, 2004, and information regarding AT&T Corp.'s
directors and executive officers is available in AT&T Corp.'s
proxy statement for its 2004 annual meeting of shareholders, dated
Mar. 25, 2004.  Additional information regarding the interests of
such potential participants will be included in the registration
and proxy statement and the other relevant documents filed with
the SEC when they become available.

                        About AT&T

For more than 125 years, AT&T (NYSE:T) has been known for
unparalleled quality and reliability in communications.  Backed by
the research and development capabilities of AT&T Labs, the
company is a global leader in local, long distance, Internet and
transaction-based voice and data services.

                      About the Company

SBC Communications Inc., -- http://www.sbc.com/--is a Fortune 50  
company whose subsidiaries, operating under the SBC brand, provide
a full range of voice, data, networking, e-business, directory
publishing and advertising, and related services to businesses,
consumers and other telecommunications providers.  SBC holds a 60
percent ownership interest in Cingular Wireless, which serves 49.1
million wireless customers.  SBC companies provide high-speed DSL
Internet access lines to more American consumers than any other
provider and are among the nation's leading providers of Internet
services. SBC companies also now offer satellite TV service.

At Sept. 30, 2004, SBC Communications' balance sheet showed a
$27,472,000 stockholders' deficit, compared to a $43,877,000
deficit at Dec. 31, 2003.


SCOTTS CO: Shareholders Approve Restructuring Proposal
------------------------------------------------------
Shareholders of The Scotts Company (NYSE: SMG), the world's
largest marketer of branded consumer lawn and garden products,
approved the creation of a new holding company structure during
the Company's Annual Meeting.  The structure serves as an improved
framework in which to execute future acquisitions and
dispositions.

In conjunction with the new structure, the Company's name will
change to The Scotts Miracle-Gro Company.  The name change is
likely to occur in early spring of 2005.

Separately, shareholders adopted The Scotts Company Employee Stock
Purchase Plan, which provides employee participants with a
mechanism to acquire or increase an ownership interest in the
Company.  Also, re-elected to the Board of Directors, for terms
expiring in 2008, were James Hagedorn, chairman of the board of
The Scotts Company, Karen G. Mills, managing director and founder
of Solera Capital, Stephanie M. Shern, founder of Shern Associates
LLC, and John Walker, Ph. D., chairman of Advent International
plc, Europe.

                        About the Company

Marysville, Ohio-based Scotts is a leading provider of consumer
products for lawn and garden care, professional turf, and
horticulture, with well-recognized brand names. The company also
provides residential lawn care, tree and shrub care, and external
pest control services through its Scotts LawnService.
International sales, which account for about 20% of total sales,
add some diversity.

Moody's Rating Services and Standard & Poor's assigned their
low-B ratings to The Scotts Co.'s 6-5/8% Senior Subordinated
Notes last year.


SECOND CHANCE: Wants Exclusive Periods Extended Until June 1
------------------------------------------------------------          
Second Chance Body Armor, Inc., asks the U.S. Bankruptcy Court for
the Western District of Michigan for an extension, through and
including June 1, 2005, to file a chapter 11 plan.  The Debtor
wants until August 15, 2005, to solicit acceptances of that plan
from their creditors.  

The Debtor gives the Court four reasons militating in favor of its
request:

   a) the Debtor's chapter 11 case is huge and complex, involving
      hundreds of employees, thousands of creditors, multiple
      lawsuits across several states, non-debtor foreign entities
      and complicated litigation supports;

   b) since the Petition Date, the Debtor has been working
      diligently with Comerica for financing alternatives and with
      the Creditors Committee in connection with the
      administration of its chapter 11 case; and

   c) the Debtor is fulfilling its obligations to its employees,
      vendors, landlords, and utility and insurance providers as
      they become due and the requested extension will not
      prejudice the creditors and other parties in interest.

Based in Central Lake, Michigan, Second Chance Body Armor, Inc. --
http://www.secondchance.com/-- manufactures wearable and soft
concealable body armor.  The Company filed for chapter 11
protection on Oct. 17, 2004 (Bankr. W.D. Mich. Case No. 04-12515).
Stephen B. Grow, Esq., at Warner Norcross & Judd, LLP, represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed estimated assets and
liabilities of $10 million to $50 million.


SECOND CHANCE: Has Until June 17 to Make Lease-Related Decisions
----------------------------------------------------------------          
The Honorable Jeffrey R. Hughes of the U.S. Bankruptcy Court for
the Western District of Michigan extended, until June 17, 2005,
the period within which Second Chance Body Armor, Inc., can elect
to assume, assume and assign, or reject its unexpired
nonresidential leases.

The Debtor tells the Court that it is a party to four unexpired
nonresidential leases located in Alabama, Massachusetts and
Michigan.  The Debtor explains that it is still in the process of
evaluating its business plans and reorganization strategies.

The Debtor relates that the extension will give it more time to
study the importance of the four unexpired leases in relation to
its reorganization efforts and to make a decision that is
beneficial to the estate and its creditors.

The Debtor assure Judge Hughes that the extension will not
prejudice the lessors, it is current on all post-petition rent
obligations and it has a financing arrangement with Comerica to
fund future lease payments.

Based in Central Lake, Michigan, Second Chance Body Armor, Inc. --
http://www.secondchance.com/-- manufactures wearable and soft
concealable body armor.  The Company filed for chapter 11
protection on Oct. 17, 2004 (Bankr. W.D. Mich. Case No. 04-
125157).  Stephen B. Grow, Esq., at Warner Norcross & Judd, LLP,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
estimated assets and liabilities of $10 million to $50 million.


SMART DEALER PARTS: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------------
Debtor: Smart Dealer Parts LC
        dba Gulfcorp Trading Company LC
        aka Cyberlink Automotive Group Inc.
        6655 Roxburgh Drive, Suite 300
        Houston, Texas 77041
        Tel: (713) 983-6641

Bankruptcy Case No.: 05-31435

Chapter 11 Petition Date: January 29, 2005

Court:  Southern District of Texas (Houston)

Judge:  Jeff Bohm

Debtor's Counsel: Samuel L Milledge, Esq.
                  Milledge Law Firm, P.C.
                  10333 Northwest Freeway, Suite 202
                  Houston, Texas 77092
                  Tel: (713) 812-1409
                  Fax: (713) 812-1418

Total Assets: $3,512,523

Total Debts:  $3,107,500

Debtor's Largest Unsecured Creditor:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
Bank One Asset Based Finance     Line of credit       $3,100,000
Group                            Value of Security:
1717 Main Street, 4th Floor      $3,000,000
Dallas, Texas 75265
Attn: Diane Wooley


STEWART ENTERPRISES: Updates First Quarter Forecast
---------------------------------------------------
Stewart Enterprises, Inc. (Nasdaq NMS:STEI) expects to report
adjusted earnings per share from continuing operations for the
first quarter ending Jan. 31, 2005, in the range of $0.09 to
$0.11, which is below its previously announced forecast of $0.11
to $0.13.  The Company's forecast of adjusted earnings per share
from continuing operations does not include charges for early
extinguishment of debt or potential gains or losses associated
with asset dispositions.  During the first quarter of fiscal year
2005, the Company will record a charge for early extinguishment of
debt of $2.7 million ($1.7 million after tax, or $0.02 per share)
related to the refinancing of its credit facility in November
2004.

Kenneth C. Budde, Chief Executive Officer, stated, "Our operating
results during the first two months of our fiscal year have caused
us to reassess our forecasted results for the quarter.  We
experienced a decrease of almost 5 percent in the number of events
performed by our funeral homes and cemeteries during the two-month
period as compared to the prior year.  We are focused on
recovering our shortfall during the 10 months remaining in fiscal
year 2005, and at this time believe our operating assumptions
underlying the fiscal year forecasts are achievable."

As previously announced, the Company recently commenced a tender
offer for all $300 million of its outstanding 10-3/4% senior
subordinated notes due in 2008, as part of a plan to refinance
these notes.  If the refinancing is completed as currently
anticipated, the notes would be refinanced approximately five
months earlier than previously forecasted.  As a result, the
Company's forecasted 2005 interest expense would decrease, and
there would be a corresponding positive impact on its forecast for
adjusted earnings from continuing operations for fiscal year 2005.

In December 2004, the Company forecasted adjusted earnings per
share from continuing operations for fiscal year 2005 of $0.44 to
$0.48, excluding any charges for early extinguishment of debt and
any potential gains or losses from asset dispositions.  The
Company is not changing its annual forecast because it is too
early at this time to predict with any certainty whether the first
two months of the Company's operations will be indicative of its
annual results. Not included in the 2005 forecast are interest
savings resulting from the anticipated refinancing, if it is
successfully completed, which could be $0.02 to $0.03 per share
depending on the final terms of the new debt.

Assuming all the 10-3/4% notes are purchased in the tender offer,
and based on financial market conditions at the time the Company
commenced the tender offer, the Company also expects to incur an
early extinguishment of debt charge of approximately $29 million.  
This compares with the previously forecasted charge of
approximately $20 million which was based on the assumption that
the Company would redeem the notes on Jul. 1, 2005, the first
optional redemption date under the indenture for the notes.  The
actual charge related to the tender offer will depend on the
actual results of the tender offer.

Mr. Budde commented further, "Our management team is working
aggressively to increase funeral calls in the Company's funeral
homes.  We are confident that the results of our key operating
initiatives as they are implemented will be positive."

The Company plans to release its first quarter results, along with
a second quarter forecast and an updated fiscal year 2005
forecast, on Tuesday, Mar. 8, 2005, before the market opens. It
plans to conduct its regularly scheduled conference call at 10
a.m. Central Standard Time on that morning.

Forecasts for adjusted diluted earnings per share from continuing
operations and all other forecasted operating measures
specifically exclude the following:

   -- Gains or losses associated with asset dispositions.

   -- Gains or losses associated with early extinguishments of
      debt and changes in capital structure.

The Company's 2005 forecast from continuing operations is intended
to reflect forecasted same-store results.

                        About the Company

Founded in 1910, Stewart Enterprises is the third largest provider
of products and services in the death care industry in the United
States, currently owning and operating 236 funeral homes and 147
cemeteries. Through its subsidiaries, the Company provides a
complete range of funeral merchandise and services, along with
cemetery property, merchandise and services, both at the time of
need and on a preneed basis.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 10, 2004,
Standard & Poor's Ratings Services assigned its 'BB+' rating and
its '1' recovery rating to the proposed senior secured bank credit
facility of large funeral home and cemetery operator Stewart
Enterprises Inc. At the same time, Standard & Poor's affirmed its
'BB' corporate credit and 'B+' subordinated debt ratings on
Stewart. When the transaction is completed, the 'BB' rating on
the existing senior secured bank credit facility will be
withdrawn.  As of July 31, 2004, the Jefferson, Louisiana-based
company had about $437 million of debt outstanding.

"The speculative-grade ratings on Stewart reflect its operating
concentration in a competitive, fragmented industry with stable
but modest long-term growth prospects and a rising consumer
preference for lower cost services," said Standard & Poor's credit
analyst David Peknay.  "The company's relatively efficient
operations, an improving balance sheet, and a large contracted
revenue backlog partly offset these factors."


STRUCTURED ASSET: Fitch Puts Low-B Ratings on Two 2005-1 Certs.
---------------------------------------------------------------
Structured Asset Mortgage Investments II Inc. -- SAMI -- Prime
Mortgage Trust, mortgage pass-through certificates, series 2005-1,
composed of two group; Group 1 and Group 2 (Re-Securitization),
are rated:

   Group 1

       -- $177,573,999 classes A-1 through A-8, I-PO and I-R-I
          (senior certificates) 'AAA';

       -- $3,212,000 class I-B-1 'AA';

       -- $1,101,000 class I-B-2 'A';

       -- $642,000 class I-B-3 'BBB';

       -- $367,000 privately offered class I-B-4 'BB';

       --$276,000 privately offered class I-B-5 'B'.

   Group 2

       -- $159,959,712 classes II-A-1 though II-A-5 certificates,
          privately offered, 'AAA.'

The 'AAA' rating on the Group 1 senior certificates reflects the
3.25% subordination provided by:

       * the 1.75% class I-B-1,
       * the 0.60% class I-B-2,
       * the 0.35% class I-B-3,
       * the 0.20% privately offered class I-B-4,
       * the 0.15% privately offered class I-B-5 and
       * the 0.20% privately offered class I-B-6 (not rated by
         Fitch).

Classes rated based on their subordination:

       * I-B-1 'AA',
       * I-B-2 'A',
       * I-B-3 'BBB',
       * I-B-4 'BB' and
       * I-B-5 'B'.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  In addition, the
ratings also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures and the
servicing capabilities of EMC Mortgage Corp, (rated 'RPS1' by
Fitch).  Wells Fargo Bank, NA, (rated 'RMS1'), will act as master
servicer.

The Group 1 mortgage loans consists of 15- and 30-year fixed-rate
mortgage loans totaling $183,539,285, as of the cut-off date (Jan.
1, 2005), secured by first liens on one- to four-family
residential properties.  The mortgage pool demonstrates an
approximate weighted-average loan-to-value ratio - OLTV -- of
70.6%.  The weighted average FICO credit score is approximately
742. Cash-out refinance loans represent 21.3% of the mortgage pool
and second homes 3.39%.  The average loan balance is $469,410.  
The three states that represent the largest portion of mortgage
loans are:

       * California (23.53%),
       * Virginia (18.69%) and
       * Massachusetts (13.23%).

Group 2 is a resecuritization of the GS Mortgage Securities Corp.,
mortgage pass-through certificates, series 2004-8F, class I-A1
certificates which closed on July 30, 2004.  The underlying
certificate is rated 'AAA' by Fitch.  As a resecuritization, this
deal will receive all its cash-flow from the underlying class A-1
certificate, which in turn receive cash-flow from the underlying
mortgage loans in the underlying collateral, consists of 30 year
fixed-rate mortgages.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
please see the press release issued May 1, 2003, entitled 'Fitch
Revises Rating Criteria in Wake of Predatory Lending Legislation'
available on the Fitch Ratings web site at
http://www.fitchratings.com/

SAMI deposited the loans in the trust, which issued the
certificates, representing undivided beneficial ownership in the
trust.  For federal income tax purposes, an election will be made
to treat the trust as three separate real estate mortgage
investment conduits.  JP Mortgage Chase Bank will act as trustee.


SUPERIOR GALLERIES: Cash Flow & Deficit Spur Going Concern Doubt
----------------------------------------------------------------
Superior Galleries, Inc., had returned to profitability in the
second half of the year ended June 30, 2004, and has recorded a
substantial reduction in its loss for the six months ended
Dec. 31, 2004, as compared to the six months ended Dec. 31, 2003.  
But the Company continues to have negative cash flows from
operations, significant short-term debt and has limited working
capital.  These items raise doubt about the Company's ability to
continue as a going concern.

The Company has made and is continuing to make efforts to raise
additional permanent debt and equity and renegotiate debt.

In October 2003, the Company completed negotiations with Stanford
(Stanford Venture Capital Holdings, Inc., and certain of its
affiliates collectively hold 57% of Superior Galleries voting
securities) to provide a line of credit of $7.5 million for
auction advances, inventory financing and inventory loans to other
dealers and collectors.  The Company is intending to request an
expansion of the line of credit over the current limit of
$7.5 million. There can be no assurance that the Stanford line of
credit will be expanded on terms acceptable to the Company.

In December 2004, the Company renegotiated the repayment terms on
a $2.5 million dollar line of credit that was callable on demand
by the lender.  The lender agreed to modify the line of credit
terms to provide for principal repayments of $100,000 per month
for three months starting January 31, 2005, with the remaining
principal balance of $2,200,000 to be repaid on January 31, 2006.
The Company intends to seek further extensions to the repayment
terms in the future, however there can be no assurance that this
obligation will be able to be refinanced on terms acceptable to
the Company.

Prior to the year ended June 30, 2004, Superior Galleries incurred
substantial losses that severely diminished its capital base and
its liquidity.  Although it has returned to profitability, it has
a shareholders' deficit, limited working capital and most debt is
short-term.  Any significant unfavorable change in the economic
environment, or in its industry, could quickly result in declining
revenue and a return to operating losses.  The Company's challenge
is to both raise additional permanent equity capital and
restructure its debt to include a larger long-term portion.
Although management cannot assure that the Company will be able to
accomplish these objectives, management believes that the
achievement of these goals would permit Superior Galleries to
increase the levels of inventory that it has available for sale
and increase the funds available to loan to its consignment
customers, thus enhancing its revenues.  Accordingly, it is
management's hope that if able to restructure its debt and raise
additional equity some of the impact of a future negative economic
environment will be mitigated, and conversely the Company will
benefit more sharply from a positive environment.

However, admittedly, the Company may not be able to sustain
profitability or significantly increase revenues.  Although it
recorded a net income of $552,000 for the year ended
June 30, 2004, it incurred a net loss of $5,000 for the six months
ended December 31, 2004, and a net loss of $3,491,000 for the year
ended June 30, 2003, and had incurred losses since July 1999.  
There is no assurance that it will be profitable in the future.

The Company's working capital deficiency at December 31, 2004, was
$468,000.  There can be no assurance that revenue or results of
operations will not decline in the future, or that Superior
Galleries will not have losses in the future, or that it will be
able to continue funding such losses if they occur.  Its limited
capital could adversely affect its ability to continue its
operations.

The Company's auditors have expressed an opinion on Superior
Galleries' financial statements for the years ended June 30, 2004
and 2003 that contains an explanatory paragraph that expresses
doubt about the Company's ability to continue as a going concern
due to recurring negative cash flows from operations, significant
debt that is short-term, and limited working capital.

Superior Galleries, Inc.'s principal line of business is the sale
of rare coins on a wholesale, retail and auction basis.  Its
wholesale and retail operations are conducted in virtually every
state in the United States.  The Company also provides auction
services for customers seeking to sell their own rare coins.  It
markets its services nationwide through broadcasting and print
media and independent sales agents, as well as on the Internet
through third party websites such as eBay and through its own
website at http://www.SGBH.com/Its headquarters are in Beverly  
Hills, California.


TORCH OFFSHORE: Raymond James Approved as Investment Banker
-----------------------------------------------------------          
The U.S. Bankruptcy Court for the Eastern District of Louisiana
gave Torch Offshore, Inc., and its debtor-affiliates permission to
employ Raymond James & Associates, Inc., as its external
investment-banking advisor.

Raymond James will:

   a) review and analyze the Debtors' business operations,
      financial projections and debt capacity, and assist
      in the determination of an appropriate capital structure;

   b) assist the Debtors in identifying a list of financial and
      strategic institutional investors approved by the Debtors
      who may be interested in participating in any potential
      restructuring transactions;

   c) assist the Debtors with the preparation of any documents
      related to any restructuring transactions and contact
      potential investors that meet the Debtors' industry,
      financial, and strategic criteria;

   d) assist the Debtors in evaluating potential transaction
      alternatives, including debtor-in-possession financing
      or exit financing for the Debtors;

   e) assist in negotiations with parties of interest, including
      potential investors, current or prospective creditors or
      claimants against the Debtors in connection with any
      restructuring transaction;

   f) provide financial advice and assistance to the Debtors in
      developing and obtaining confirmation of a plan of
      reorganization;

   g) advise the Debtors on the timing, nature and terms of any
      new securities, other considerations or other inducements to
      be offered to their creditors in connection with any
      restructuring transaction;

   h) participate in the Debtors' board meetings, if appropriate,
      and provide periodic status reports and advice with respect
      to the presentation of any restructuring proposals to the
      board of directors; and

   i) provide expert testimony and related litigation support
      services provided by financial advisors with respect to any
      litigation that may arise in connection with the Debtors'
      restructuring.

Raj Singh, a Managing Director at Raymond James, discloses that
the Firm received a $125,000 retainer.  

Mr. Singh reports Raymond James' terms of compensation:

   a) a $125,000 monthly fee for the six months of the Debtor's
      engagement of the Firm, which will become $100,000 per month
      after the seventh month; and

   b) a $150,000 fee upon obtaining a successful debtor-in-
      possession financing for the Debtors from any entity other
      than the Debtors' pre-petition lenders.

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

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


TORCH OFFSHORE: U.S. Trustee Appoints 7-Member Creditors Committee
------------------------------------------------------------------          
The United States Trustee for Region 5 appointed seven creditors
to serve on the Official Committee of Unsecured Creditors of Torch
Offshore, Inc., and its debtor-affiliates.

   1. ASCO USA, L.L.C.
      Attn: Marie C. Gaudet
      3421 N. Causeway Blvd.
      Suite 502
      Metairie, Louisiana 70002

   2. ART Catering, Inc.
      Attn: Brenda J. Hingle
      132 Jarrell Drive
      Belle Chasse, Louisiana 70037

   3. Central Gulf Towing, LLC
      Attn: Ted J. Savoie
      P.O. Box 207
      Cut Off, Louisiana 70345

   4. Coastal Wire Rope & Supply, Inc.
      Attn: Kurt Charpentier
      P.O. Box 9056
      Houma, Louisiana 70361

   5. Dyna Torque Technologies, Inc.
      Attn: Andrew T. Scherfenberg
      11315 West Little York, Bldg. 4
      Houston, Texas 77041

   6. T & J Enterprises, LLC,
      dba Morgan City Rentals
      Attn: Joe G. Sanford, Jr.
      P.O. Box 2946
      Morgan City, Louisiana 70381

   7. Tesla Offshore, L.L.C.
      Attn: Randy Bergeron
      36499 Perkins Road
      Prairieville, LA 70769

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

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


TXU CORP: Fitch Assigns BB+ Rating on Preferred Stock
-----------------------------------------------------
TXU Corp. securities rated by Fitch Ratings remain unchanged
following the announcement that TXU reached a comprehensive
settlement agreement resolving potential claims relating to TXU
Europe.  The ratings are:

    -- Senior unsecured 'BBB-';
    -- Preferred stock 'BB+';
    -- Commercial paper 'F3'.

Under the terms of the settlement, TXU will make a $220 million
one-time payment to creditors.  A charge of $220 million ($143
million after tax) will be taken for the fourth quarter of 2004,
and TXU expects a portion of the payment to be recovered from
insurance proceeds.  In Fitch's view, this loss will not
materially affect TXU's credit profile or liquidity.  
Additionally, the possibility of this event was incorporated in
current ratings.

TXU Corp., through its subsidiaries TXU Energy LLC and TXU
Electric Delivery, is engaged in the generation, sale,
distribution, and transmission of electricity primarily within
Texas.


UAL CORP: Retired Pilots Object to Revised ALPA Agreement
---------------------------------------------------------
As reported in the Troubled Company Reporter on Jan. 24, 2005, UAL
Corporation and its debtor-affiliates asked the United States
Bankruptcy Court for the Northern District of Illinois for
authority to enter into a revised letter agreement to modify their
collective bargaining agreements with the Air Line Pilots
Association.

                           Objections

(1) United Retired Pilots Benefit Protection Association

Frank Cummings, Esq., at LeBoeuf, Lamb, Greene & MacRae, in  
Washington, D.C., reminds the Court that the Court denied the  
request by the United Retired Pilots Benefit Protection  
Association for appointment of a Section 1113 Authorized  
Representative.  That Order is being appealed.  The Debtors  
should not be allowed to enter into any agreement that would  
affect the Pilot Pension Plan while that appeal is pending.

In the meantime, the Debtors continue to work to eliminate  
contractual obligations to retired pilots and terminate their  
Pension Plan.  The Court should stop this effort until the  
constituencies and their representations are sorted out.

Mr. Cummings argues that within the Revised ALPA Letter  
Agreement, the Debtors have once again reached a bilateral  
agreement on the Pilot Pension Plan without consulting or  
negotiating with an authorized representative for the retired  
pilots.  The retired pilots should be protected by an authorized  
representative and should receive the same 1113 protections  
afforded to other employees and retirees.   

Financial security for thousands of retired pilots is at stake.   
If the Debtors and the ALPA terminate the Pilot Pension Plan,  
thousands of retired pilots will be in danger of losing major  
portions of their monthly retirement income.  Some may be forced  
to sell their homes and other property to survive.  These  
hardships cannot be reversed later, even if the appeal reverses  
this Court's previous order.  To be safe, the Court should enter  
a stay order prohibiting the ALPA and the Debtors from entering  
into any agreement that affects the Pilot Pension Plan or the  
contractually vested pension rights of the retired pilots.

(2) The Trustees

The Bank of New York and Wells Fargo Bank complain that many of  
the deficiencies from the original Letter Agreement remain in the  
Revised Letter Agreement.  The Revised Agreement continues to  
benefit one party, the ALPA, not the estate and creditors as a  
whole.  Many other creditors, especially the Pension Benefit  
Guaranty Corporation, are harmed.   

Ann Acker, Esq., at Chapman and Cutler, in Chicago, Illinois,  
says that the Revised Letter Agreement constitutes a sub rosa  
plan.  Like its predecessor, the Revised Agreement determines  
many provisions of a plan in advance without the protections of  
the Chapter 11 confirmation requirements, including a disclosure  
statement.  For example, the Convertible Notes and potential  
additional pension contributions will impact the liquidity of the  
Debtors.  The issuance of equity securities to the pilots ties  
the hands of the Debtors.  Also, the Debtors promise to deliver  
at least $150,000,000 in annual savings in non-labor costs,  
regardless of whether the savings are necessary or appropriate.

Labor is an important constituency, however, there are many other   
creditor constituencies whose rights are adversely affected by  
the Revised Letter Agreement.  Ms. Acker asserts that these  
issues will best be solved through a plan of reorganization that  
outlines the proposed treatment of all creditors.

(3) Pension Benefit Guaranty Corporation  

The Revised Letter Agreement provides the pilots with a set of  
promises at the expense of the federal government, other  
employees and creditors, Jeffrey B. Cohen, Pension Benefit  
Guaranty Corporation Deputy General Counsel, in Washington, D.C.,  
tells Judge Wedoff.

The Revised Letter Agreement goes beyond the provision of labor  
cost savings.  It is an abuse of the termination process, as  
envisioned under the Employee Retirement Income Security Act.   
Despite the Debtors' rhetoric, the Revised Letter Agreement is  
not a typical settlement of a collective bargaining agreement  
under Section 363 of the Bankruptcy Code.  The Revised Letter  
Agreement shortchanges the rights of many third parties, like the  
PBGC.  The Debtors and the ALPA are essentially using the federal  
pension termination insurance program as a financial backstop to  
address labor savings initiatives.

Once again, the Debtors want to issue $550,000,000 in Convertible  
Notes to a trust established by the ALPA.  This mechanism takes  
$550,000,000 right out of the hands of the PBGC and places it  
into the pockets of pilots.  The Court should not sanction  
financial shenanigans.

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


UAL CORP: Renews Talks with Flight Controllers on Revised Pact
--------------------------------------------------------------
After withdrawing the original motion, UAL Corporation and its
debtor-affiliates recommenced good faith negotiations with the
Professional Airline Flight Control Association to reconstitute
the restructuring agreements.  On January 19, 2005, the Debtors
and the PAFCA negotiating committee reached a new tentative
agreement that contained the modifications necessary for the
Debtors' progress, subject to membership ratification.  
Ratification should be completed by the end of January.

James H.M. Sprayregen, Esq., at Kirkland & Ellis in Chicago,  
Illinois, lays out the basics of the PAFCA Revised Restructuring  
Agreement.  Dispatcher pay rates will be reduced by 5.2%,  
effective January 1, 2005.  Dispatcher wage rates will increase  
by:

          2% effective January 1, 2006;
          2% effective January 1, 2007;
          2% effective January 1, 2008; and
          2% effective January 1, 2009.

If the Debtors terminate the United Airlines, Management,  
Administrative and Public Contact Defined Benefit Pension Plan,  
which governs PAFCA pensions, PAFCA will waive any claims that  
termination would violate its collective bargaining agreement.   
PAFCA will not otherwise oppose termination efforts.   

If PAFCA's Pension Plan is terminated, the Debtors will make an  
initial monthly contribution to a defined contribution plan of 4%  
of dispatcher compensation.  The Debtors will make an additional  
2% contribution at the later of the exit date or October 1, 2005.

The Revised Restructuring Agreement enables PAFCA employees to  
share in the upside of the Debtors' recovery.  PAFCA will  
participate in a revised profit sharing program if the Debtors  
exceed specified profit margins.  PAFCA will participate in a  
success sharing program based on the Debtors' performance under  
annual incentives.  If PAFCA's Pension Plan is terminated, the  
Debtors will issue $400,000 in Convertible Notes for distribution  
to covered employees.  Under any plan supported by the Debtors,  
PAFCA will receive a percentage distribution of equity or other  
consideration provided to general unsecured creditors.  The  
Debtors will reimburse PAFCA for certain fees and expenses, up to  
$150,000.

The Revised Restructuring Agreement may be terminated if the  
Debtors fail to secure $625,000,000 in average annual savings  
from 2005 through 2010.  If the Agreement is terminated, PAFCA  
will accrue and be entitled to an allowed administrative expense  
claim equal to the actual cash savings provided to the Debtors  
from Agreement's effective date through the earlier of:
  
  a) termination of the Agreement; or

  b) the effective date of a plan of reorganization.

PAFCA will not be entitled to an administrative claim if its  
Pension Plan is not terminated.

Mr. Sprayregen explains that the consensual modifications were  
reached only after careful deliberation and extensive, intense  
and complex negotiations.  The modifications address the  
financial, transformational and labor relations imperatives  
facing the Debtors in a manner that will best serve the estates.   
With these modifications, the Debtors should be able to meet  
near-term liquidity needs, satisfy DIP Financing covenants and  
secure exit financing, all in a challenging industry environment.

The Debtors seek the Court's permission to enter into the Revised  
Agreement.

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


UNITED RENTALS: To Webcast Financial Results on March 14
--------------------------------------------------------
United Rentals, Inc. (NYSE: URI), will hold its quarterly
conference call to discuss fourth quarter and full year 2004
results and the 2005 outlook with Wayland Hicks, Chief Executive
Officer, and John Milne, President and Chief Financial Officer, on
Monday, March 14, 2005, at 11:00 a.m. Eastern Standard Time.

This conference call will be available by audio webcast at the
United Rentals website at http://www.unitedrentals.com/,where it  
will also be archived.

The United Rentals Fourth Quarter and Full Year 2004 earnings
release will be available by 7:00 a.m. on First Call and our
website at http://www.unitedrentals.com/  

United Rentals, Inc., is the largest equipment rental company in
North America, with an integrated network of more than 730 rental
locations in 47 states, 10 Canadian provinces and Mexico.  The
company's 13,200 employees serve construction and industrial
customers, utilities, municipalities, homeowners and others.  The
company offers for rent over 600 types of equipment with a total
original cost of $3.7 billion.  United Rentals is a member of the
Standard & Poor's MidCap 400 Index and the Russell 2000 Index(R)
and is headquartered in Greenwich, Connecticut.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 9, 2004,
Fitch Ratings initiates coverage on United Rentals, Inc. -- UR --
and its principal operating subsidiary United Rentals, Inc.  North
America -- URNA. The ratings are:

   United Rentals, Inc.:

   -- Subordinated debt 'B'.

   United Rentals, Inc. (North America) (Guaranteed by United
   Rentals, Inc.):

   -- Senior secured debt 'BB';
   -- Senior unsecured debt 'BB-';
   -- Subordinated debt 'B'.

The Rating Outlook is Stable.  Approximately $3.1 billion of
securities are covered by Fitch's actions.

As reported in the Troubled Company Reporter on Sept. 1, 2004,
Standard & Poor's Ratings Services placed its 'BB' corporate
credit rating and its other ratings on United Rentals (North
America), Inc., on CreditWatch with negative implications.  The
action followed the announcement by the company that it received
notice from the SEC of a non-public, fact-finding inquiry of the
company.  Although no specific reason or scope has been cited for
the investigation, the notice was accompanied by a subpoena
requesting the production of documents relating to certain of the
company's accounting records.


VANTAGEMED CORP: Steve Curd Replaces Richard Brooks as Director
---------------------------------------------------------------
VantageMed Corporation (OTC Bulletin Board: VMDC.OB) appointed
Steve Curd to the Company's Board of Directors.  Mr. Curd replaces
Richard Brooks who has resigned his position as a member of the
Company's Board of Directors to pursue other interests.

Steve Curd, Director and Chief Executive Officer, commented, "This
Board brings extensive experience to VantageMed, and each of the
directors is a great resource for our management team.  I am
pleased to be a part of our Board and am looking forward to
working with them and with our management team as we strive to
provide significant value to health care providers and their
office staff.  We value the relationships that we have built with
our physician and behavioral health customers, and look forward to
continuing our quest to become their trusted partner."

Mr. Curd has a wealth of experience in healthcare IT including
direct experience with practice management systems, EDI services
and health plan operations. Mr. Curd held the position of COO and
CIO at Healtheon/WebMD where he led the company through rapid
growth and a successful initial public offering.  Before joining
Healtheon, Mr. Curd was Chief Information Officer at UnitedHealth
Group, one of the largest and most innovative leaders in the
delivery of health care services.  Prior to UnitedHealth, Steve
held the position of Vice President at CIGNA Systems.  Mr. Curd
holds a Masters of Business Administration from the Wharton School
and a Bachelors degree in Physics and Mathematics from William
Jewell College.

                   About the Company

VantageMed  --http://www.vantagemed.com/--isa provider of  
healthcare information systems and services distributed to over
12,000 customer sites nationwide. Its suite of software products
and services automates administrative, financial, clinical and
management functions for physicians and other healthcare providers
as well as provider organizations.

At Sept. 30, 2004, VantageMed's balance sheet showed a
$1,453,000 stockholders' deficit, compared to a $483,000 deficit
at Dec. 31, 2003.


VERITAS SOFTWARE: Earns $411 Million of Net Income in F.Y. 2004
---------------------------------------------------------------
VERITAS Software Corporation released its financial results for
the quarter ended Dec. 31, 2004.  Revenue for the quarter ended
Dec. 31, 2004 was a record $574 million, compared to revenue of
$502 million for the same period a year ago, representing 14
percent growth year over year.  Revenue for the year ended
Dec. 31, 2004 was $2.042 billion, compared to revenue of $1.747
billion for the same period a year ago, representing 17 percent
growth year over year.

GAAP net income for the quarter ended December 31, 2004, was
$129 million, compared to GAAP net income of $191 million, for the
same period a year ago.  Included in GAAP net income for the
quarter ended Dec. 31, 2004, are charges totaling $9 million, net
of taxes, which include the amortization of intangibles and stock-
based compensation offset by a gain on strategic investments.  
GAAP net income for the quarter ended Dec. 31, 2003 included a
one-time tax benefit of approximately $95 million attributable to
the settlement of tax audits related to the Company's 2000
acquisition of Seagate Technology, offset by charges for the
amortization of intangibles and stock-based compensation of $4
million, net of taxes.

GAAP net income for the year ended Dec. 31, 2004 was $411 million,
compared to GAAP net income of $347 million, for the same period a
year ago.  Included in GAAP net income for the year ended Dec. 31,
2004 are charges totaling $17 million, net of taxes, which include
the amortization of intangibles and stock-based compensation and
the write-off of in-process research and development offset by
gains on strategic investments and restructuring reversals.  For
the same period a year ago, GAAP net income included a net benefit
of $17 million, net of taxes, which included charges for the
amortization of intangibles and stock-based compensation, the
write-off of in-process research and development, losses on
strategic investments, a loss on the extinguishment of debt and a
cumulative effect of change in accounting principle related to the
adoption of FASB Interpretation No. 46 "Consolidation of Variable
Interest Entities" offset by the one-time tax benefit related to
Seagate Technology.

"As a result of our outstanding fourth quarter performance, we
achieved the highest revenue quarter in the company``s history and
exceeded our $2 billion goal for the year with revenues of $2.042
billion," said Gary Bloom, chairman, president and CEO, VERITAS
Software. "We attribute our success to our focused execution of
our 3-dimensional growth strategy of expanding our product
portfolio, delivering these products on a broad range of hardware
and software platforms to further our heterogeneous advantage, and
extending our worldwide reach by investing in sales and service
capacity around the globe. Our international expansion investments
continue to deliver strong results, with our EMEA and Asia
Pacific/Japan regions growing 40 percent and 24 percent year-over-
year, respectively."

"Once again we've leveraged the revenue upside to generate both
strong earnings and approximately $157 million in cash from
operating activities this quarter, driving our cash and short-term
investment balance to $2.55 billion," said Ed Gillis, executive
vice president and chief financial officer, VERITAS Software.

"With our solid performance against our goals in 2004 and our
momentum exiting the year, we anticipate continued growth in 2005
as IT spending continues to improve.  Our over performance in the
fourth quarter, combined with the normal seasonal patterns of the
software industry, leads us to set our revenue expectations for
the quarter ending Mar. 31, 2005 in the range of $525 to $540
million, and diluted earnings per share in the range of $0.18 to
$0.20 on a GAAP basis.  Our expectations for GAAP diluted earnings
per share for the March quarter include the impact of certain
expenses related to our planned merger with Symantec Corporation,
which are estimated to be in the range of $15 to $20 million."

In addition to strong financial performance, VERITAS also achieved
a number of key business milestones throughout the year:

      a. Delivered new technologies and major product refreshes in
         virtually all product areas, including Backup Exec 10.0,   
         which was successfully launched last week in New York
         City. This upgraded product is receiving positive reviews
         from channel partners and customers for its faster disk-
         based data recovery, cost-saving capabilities, and
         broader reach with the introduction of Backup Exec Suite;

      b. Expanded product support for IBM AIX, HP Unix, Solaris
         x86, Intel Itanium 2 processor-based platform, and both
         Red Hat Enterprise and Suse Linux;

      c. Strengthened the company``s relationship with HP with the    
         announcement of a new OEM agreement to be HP``s preferred  
         supplier of server-based storage virtualization solutions
         for highly available HP-UX 11i systems;

      d. Strengthened important relationships with Network
         Appliance, Sun Microsystems, and a number of key systems  
         integrators;

      e. Completed three strategic acquisitions: Ejasent, Invio   
         Software, and KVault Software, which expand the
         company``s business into adjacent markets, such as
         Application Virtualization, IT Process Automation, E-mail
         Archiving and Compliance;

      f. And, as a result, fortified the company``s leadership
         position in all key markets, including storage software,
         backup and recovery, storage management, file system and
         archiving.

On Dec. 16, 2004, VERITAS announced that it entered into a
definitive agreement to merge with Symantec Corporation in an all-
stock transaction.  The leader in storage software and the leader
in security software will provide enterprise customers with a more
effective way to secure and manage their most valuable asset--
their information.  The combined company will be uniquely
positioned to deliver information security and availability
solutions across all platforms, from the desktop to the data
center, from consumers and small businesses to large organizations
and service providers.  The transaction is expected to close in
the second calendar quarter of 2005 and is subject to customary
closing conditions, including approval by the shareholders of both
companies, and regulatory approvals.

                     About the Company

VERITAS Software, --http://www.veritas.com/--one of the 10  
largest software companies in the world, is a leading provider of
software and services to enable utility computing. In a utility
computing model, IT resources are aligned with business needs, and
business applications are delivered with optimal performance and
availability on top of shared computing infrastructure, minimizing
hardware and labor costs.

With 2004 revenue of $2.04 billion, VERITAS delivers products and
services for data protection, storage & server management, high
availability and application performance management that are used
by 99 percent of the Fortune 500.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 20, 2004,
Standard & Poor's Ratings Services placed its 'BB+' corporate
credit and 'BB-' subordinated debt ratings for Veritas Software
Corp. on CreditWatch with positive implications.

"The CreditWatch placement follows the announced merger
agreement of Veritas with unrated Symantec Corp. in an all-stock
transaction valued at about $13.5 billion," said Standard &
Poor's credit analyst Philip Schrank.  The combined company will
have about $5 billion in revenues, additional business diversity,
and strong financial flexibility with modest debt outstanding and
large cash balances.

Standard & Poor's preliminary assessment is that the combined
company has an investment grade credit profile.  Veritas' narrow
business profile was a limiting factor in its rating, despite
its strong balance sheet. Standard & Poor's will focus its
review primarily on the business profile and financial policy
of the combined company, along with the integration plans, prior
to making its ratings determination.


W.R. GRACE: Proposes Zonolite Attic Insulation Claims Bar Date
--------------------------------------------------------------
To further carry out their proposed claims estimations, W.R. Grace
& Co., and its debtor-affiliates ask the U.S. Bankruptcy Court for
the District of Delaware to:

   (a) establish a deadline for filing claims relating to
       Zonolite Attic Insulation;

   (b) approving the scope and manner of notice of the ZAI Bar
       Date; and

   (c) approving the form of the ZAI Bar Date Proof of Claim and
       Notices.

The Debtors plan to send questionnaires to all ZAI Claimants that
properly returned a completed ZAI Proof of Claim Form and
establish a return deadline for parties to return the completed
ZAI Questionnaires.  The detailed questionnaire will request
specific information necessary for purposes of determining the
allowability and estimation of ZAI Claims.

As set out in the initial Estimation Motion, an expert discovery
schedule and evidentiary hearing could move forward quickly once
the detailed information is collected.  In the meantime, however,
going forward with the approval of notice program and simple proof
of claim form will keep the estimation of ZAI Claims progressing
swiftly toward resolution, rather than permitting them to lag
behind the estimation of traditional Asbestos PD and Asbestos PI
Claims.  As a first step in the ZAI Claims estimation process, a
deadline by which any person or entity holding a ZAI Claim must
file a ZAI Proof of Claim Form to receive a distribution must be
established.

The Debtors propose that, pursuant to Rule 3003(c)(2) of the
Federal Rules of Bankruptcy Procedure, any entity who fails to
complete and return a ZAI Proof of Claim by the ZAI Bar Date on
account of the ZAI Claim will be forever barred, estopped and
enjoined from asserting the ZAI Claim against any of the Debtors,
and from receiving distribution under any plan or plans of
reorganization in the Debtors' Chapter 11 cases, or otherwise, in
respect of the ZAI Claim, notwithstanding that the entity may
later discover facts in addition to, or different from, those
which that entity knows or believes to be true as of the ZAI Bar
Date.

The Debtors suggest that the ZAI Bar Date be 90 days after entry
of the ZAI Bar Date Order.  The Debtors will mail the ZAI Bar Date
Notice Package to all known holders of ZAI Claims and their
counsel, and publish notice of the ZAI Bar Date and ZAI Proof of
Claim within 60 days of the ZAI Bar Date Order.  The Claimants
will have 30 days to return completed material by the ZAI Bar
Date.

David Carickhoff, Jr., Esq., at Pachulski, Stang, Zeihl, Young,
Jones & Weintraub, P.C., in Wilmington, Delaware, reminds Judge
Fitzgerald that unlike the traditional Asbestos Property Damage
Claims and General Unsecured Claims, no bar date has been set in
the Debtors' Chapter 11 cases for Asbestos Personal Injury Claims
or ZAI Claims.  In the Estimation Motion, the Debtors asked the
Court to establish a bar date for certain Asbestos PI Claims.  The
Debtors now want to establish procedures that would provide
parties wishing to assert ZAI Claims an opportunity to do so and
afford the Court, the Debtors and other parties-in-interest an
opportunity to ascertain the total number and amount of ZAI Claims
that will be asserted against the Debtors' estates.

There is no need to wait to approve a bar date and simple proof of
claim form for the ZAI Claims.  While the Court has heard a
request for class certification, the evidence developed in
connection with the ZAI Science Trial has shown clearly that there
is no impediment to proceeding with a bar date.

Specifically, the ZAI Proof of Claim Form asks the claimant to
provide these critical information with respect to the property
for which the ZAI Claim is being asserted:

   -- the address of the building that allegedly contains ZAI;

   -- the approximate date the building was constructed;

   -- the approximate date the ZAI was installed in the building,
      if known;

   -- the building's use; and

   -- the claimant's legal interest in the building.

The information requested in each of the questions is critical to
ascertain the general basis of the asserted ZAI Claim and make a
meaningful estimate of the Debtors' maximum potential liability to
the claimants for purposes of plan feasibility and capping the
Debtors' liability on account of ZAI Claims, Mr. Carickhoff says.

The information should be readily available to every claimant, who
should be able to complete that section in a minimal amount of
time and with minimal burden.  Similarly, it will not be onerous
for claimants to provide any supporting documentation they may
have in their possession or control.

The Debtors assure the Court that the ZAI Bar Date Publication
Notices are written in simple, colloquial English, and is easy to
understand.  It will serve to alert all potential, unknown
claimants of:

   (i) the ZAI Bar Date,

  (ii) the procedures necessary to file a ZAI Proof of Claim,

(iii) the consequences of failing to file a ZAI Proof of Claim
       by the Bar Date, and

  (iv) how to determine if they have a ZAI Claim.

The Notices are similar to the Notices previously approved by the
Court for the March 2003 Bar Date for Non-asbestos, Asbestos PD
and Medical Monitoring Claims.

The ZAI Bar Date Notice Program employs three primary methods for
providing notice:

   (a) direct notice by mail to all known holders of ZAI Claims
       and their counsel of record;

   (b) broad nationally published notice through the use of U.S.
       and Canadian paid media vehicles; and

   (c) U.S. and Canadian notice through earned media vehicles.

                PD Committee Objects to Supplement

The Asbestos PD Committee contends that the Supplement is not ripe
for adjudication and is the Debtors' attempt "to will away all
that has transpired and progressed in the last two years."  There
is no benefit to be served by going off half-cooked on a ZAI proof
of claim process until the Court issues an opinion on the ZAI
Science Trial issues, which will then enable the parties to tailor
the treatment of ZAI Claimants in accordance with the Court's
determination.

Headquartered in Columbia, Maryland, W.R. Grace & Co., --
http://www.grace.com/-- supplies catalysts and silica products,  
especially construction chemicals and building materials,
and container products globally.  The Company and its
debtor-affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq., at
Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, represent the Debtors in
their restructuring efforts.  (W.R. Grace Bankruptcy News, Issue
No. 78; Bankruptcy Creditors' Service, Inc., 215/945-7000)


W.R. GRACE: Wants to Employ Arent Fox as ERISA Counsel
------------------------------------------------------
Prior to their bankruptcy petition date, W.R. Grace & Co., and its
debtor-affiliates procured an Employee Benefit Plan Fiduciary
Liability Insurance Policy from National Union Fire Insurance
Company of Pittsburgh, Pennsylvania.  The Policy provides for the
payment, reimbursement or advancement of reasonable and necessary
fees, costs and expenses incurred in the defense of certain claims
made against the Debtors, subject to a deductible of $150,000 per
claim.

Subsequent to that policy procurement and the Chapter 11 Petition,
a class action lawsuit entitled "Evans v. Akers," Case No. 041-
11380 (WGY), was filed in the United States District Court for the
District of Massachusetts against, inter alia, members of the
Debtors' Board of Directors, the Investments and Benefits
Committee for the W.R. Grace & Co. Savings and Investment Plan,
the Administrative Committee for the Plan, and certain key
employees.  Subsequently, a class action lawsuit entitled "Bunch
v. W.R. Grace & Co.," Case No. 04-218 (DLB), was filed in the
United States District Court for the Eastern District of Kentucky
against, inter alia, W.R. Grace & Co., and W.R. Grace Investment
and Benefits Committee, members of the Debtors' Board of Directors
and certain key employees.  Those civil actions allege claims
under the Employee Retirement Income Security Act of 1974.

The Defendants have incurred, and will incur, significant costs
associated with defending the ERISA Actions, thus, the Debtors
want the Insurer to pay, reimburse and advance incurred costs and
expenses under the Policy.  The Insurer will, therefore, be
responsible for compensating and reimbursing the lead counsel in
the ERISA Actions, for its reasonable fees, costs, and expenses,
subject to the Policy's deductible.

At the Debtors' request, the U.S. Bankruptcy Court for the
District of Delaware authorizes them to employ Arent Fox, PLLC,
who will represent the Defendants as lead counsel in the ERISA
Actions and will take all necessary steps to settle all matters of
conflict.

The Defendants have selected Arent Fox because of the firm's
expertise in litigating ERISA matters and because Arent Fox is
among a small number of firms whose employment has been previously
approved by the Insurer for cases of the type represented by the
ERISA Actions.

Arent Fox has represented numerous entities against claims similar
to those asserted against the Defendants in the ERISA Actions.  
Arent Fox, and more specifically, Carol Connor Flowe, who will be
primarily responsible for the Defendants' representation in the
ERISA Actions, is a 1976 law graduate and has nearly 30 years of
experience, primarily in ERISA cases.  She will be assisted by
Caroline Turner English, a 1996 law graduate with eight years of
litigation experience in complex matters, including ERISA.  Arent
Fox has considerable depth in both ERISA and litigation matter,
and will call on other members and associates as needed.

Ms. Flowe assures the Court that Arent Fox does not represent any
interest adverse to the Debtors or their estates with respect to
the matters on which Arent Fox will be employed.  Furthermore,
Ms. Flow attests that Arent Fox does not have any connection with
any of the Debtors' equity security holders, insiders, creditors
or other parties-in-interest.

Until the deductible is satisfied and the Insurer begins paying
for the fees and expense incurred in he ERISA Actions, Arent Fox
will be compensated in accordance with the Court's Order
authorizing the Debtors to employ and compensate ordinary course
professionals, dated May 3, 2001.  To the extent that payments by
the Debtors to Arent Fox exceed the limits of the OCP Order, Arent
Fox will submit interim fee applications with the Court.

Headquartered in Columbia, Maryland, W.R. Grace & Co., --
http://www.grace.com/-- supplies catalysts and silica products,  
especially construction chemicals and building materials,
and container products globally.  The Company and its
debtor-affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq., at
Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, represent the Debtors in
their restructuring efforts.  (W.R. Grace Bankruptcy News, Issue
No. 79; Bankruptcy Creditors' Service, Inc., 215/945-7000)


WILLIAMS COS: Declares $0.05 Common Share Dividend
--------------------------------------------------
Williams' (NYSE: WMB) board of directors approved a regular
dividend of 5 cents per share on the company's common stock,
payable on March 28, 2005, to holders of record at the close of
business on March 11, 2005.  The company has paid a common stock
dividend every quarter since 1974.

                        About the Company

The Williams' Companies, Inc. -- http://www.williams.com/--  
through its subsidiaries, primarily finds, produces, gathers,
processes and transports natural gas.  The company also manages a
wholesale power business.  Williams' operations are concentrated
in the Pacific Northwest, Rocky Mountains, Gulf Coast, Southern
California and Eastern Seaboard.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 24, 2005,
Standard & Poor's Ratings Services assigned its 'B+' rating to The
Williams Cos., Inc., Credit-Linked Certificate Trust IV's
$100 million floating-rate certificates due May 1, 2009.

The rating reflects the credit quality of The Williams Cos., Inc.,
('B+') as the borrower under the credit agreement and Citibank
N.A. ('AA/A-1+') as seller under the subparticipation agreement
and account bank under the certificate of deposit.

The rating addresses the likelihood of the trust making payments
on the certificates as required under the amended and restated
declaration of trust.


WILSON N. JONES: Moody's Places B1 Rating on $85.8M Long-Term Debt
------------------------------------------------------------------
Moody's Investors Service has affirmed the B1 rating on Wilson N.
Jones Memorial Hospital's (Sherman, TX) $85.8 million of
outstanding long-term debt issued through the Metro Health
Facilities Development Corporation, TX.  The outlook is negative.

This action affects the Series 2001 bonds, $45.9 million
outstanding, and Series 1993 bonds, $39.9 million outstanding.  We
note that the Series 1993 bonds are insured by Connie Lee; Moody's
does not rate the claims-paying ability of Connie Lee.  The B1
rating reflects improved profitability in spite of declining
volumes and an increase in liquidity through the first nine months
of fiscal year 2004, September 30, 2004.

However, the liquidity position remains weak given the magnitude
of outstanding debt and a new $4.5 million pension obligation that
will be funded over the next three years.  Management does not
anticipate meeting its liquidity covenant in FY 2004 and is
currently in discussions with bondholders.  These factors support
the negative outlook.

Legal: The bonds are secured by a gross revenue pledge. There are
no swaps outstanding.

Liquidity Remains Weak And Is Key Credit Issue:

Moody's primary credit concern is Wilson N. Jones' weak balance
sheet metrics.  As of September 30, 2004, unrestricted cash grew
to $17.1 million or 46.8 days cash on hand, up from $13.0 million
at fiscal year end (FYE) 2003 or 38 days cash on hand.  Despite
the improvement, cash-to-debt remains very weak at 15.5% as of
September 30, 2004.  Management expects Wilson N. Jones to fail to
meet its liquidity covenant of 75 days cash on hand by FYE 2004
and is currently in discussions with bondholders to address this
issue.

We note that Wilson N. Jones met its liquidity covenant in FY 2003
as the requirement was temporarily lowered to 25 days for FY 2003
only.  Wilson N. Jones did not meet the 75-day requirement in FY
2002 and, as a result, Wilson N. Jones pledged the mortgage to the
bondholders.  Further exacerbating the liquidity position is a new
court-ordered pension settlement with Pension Guaranty Benefit
Corporation of $4.5 million, plus $500,000 interest.  Management
will pay the liability over the next three years with $1.5 million
due in 2005. Wilson N. Jones does not have a line of credit.

Break-Even Performance Projected For Fy 2004; Fy 2005 Expected To
Show Better Results With Leasing Of North Campus To Long-Term Care
Company:

FY 2003 showed improved results with $3.0 million operating income
(2.2% operating margin).  Performance through nine months of FY
2004 shows stable performance with $2.2 million operating income
(2.1% operating margin).  Management projects to end FY 2004 with
operating income of approximately $1 million given difficulties at
the North Campus.  The main campus continues to perform well given
the turnaround strategies implemented by Cambio, Inc. with $5-$6
million of operating income projected for FY 2004.

This improvement is offset by an estimated $5 million loss at the
North Campus which was purchased in FY 2000.  FY 2004 results are
unfavorable to budget which anticipated the North Campus to be
leased by Senior Health, an independent long-term care company, by
March 2004, which would remove operating losses generated by this
campus.  

However, Senior Health's receipt of its 501c3 tax-exempt status
was delayed.  It has since received the 501c3 designation and the
lease is expected to commence in early FY 2005, at which point the
operations of the North Campus will be removed from the financial
statements and Wilson N. Jones will receive rental income.

With the removal of the losses incurred at the North Campus,
management is budgeting approximately $5 million of operating
income in FY 2005.  While Wilson N. Jones' new, permanent
management is adhering to Cambio's turnaround strategies and
showing favorable progress, we maintain concerns about Wilson N.
Jones' declining volumes.  Through nine months ending September
30, 2004, admissions were down 5.5% in spite of new physicians
recruited to the staff in FY 2004.

Management attributes the decline to a plant closing in January
2004, an increasingly uninsured population who delay health care
services and outmigration south to facilities in Dallas 65 miles
away.  Stabilization of volumes, improving financial performance
and growth in liquidity will need to occur before Moody's removes
the negative outlook.

Key Facts And Ratios (Nine months ended September 30, 2004;
investment returns normalized at 6%):

   * Admissions: 9,310 (includes nursery admissions)

   * Total Operating Revenues: $105.6 MM

   * Total Debt Outstanding: $90.8 MM

   * Net revenues available for debt service: $12.5 MM

   * Days cash on hand: 46.8 days

   * Debt-to-Cash flow: 11.1 times

   * Operating Cash flow Margin: 10.7%


WODO LLC: Section 341(a) Meeting Slated for March 1
---------------------------------------------------       
The U.S. Trustee for Region 18 will convene a meeting of Wodo,
LLC's creditors at 2:00 p.m., on March 1, 2005, at the United
States Courthouse, Room 4105, 700 Stewart Street, Seattle,
Washington 98101.  This is the first meeting of creditors required
under U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Headquartered in Bellingham, Washington, Wodo, LLC, is a real
estate company.  The Company filed for chapter 11 protection on
January 18, 2005 (Bankr. W.D. Wash. Case No. 05-10556).  Gayle E.
Bush, Esq., at Bush Strout & Kornfeld represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $90,380,942 and total
debts of $21,451,210.


WODO LLC: Wants to Hire Bush Strout as Bankruptcy Counsel
---------------------------------------------------------  
Wodo, LLC, ask the U.S. Bankruptcy Court for the Western District
of Washington for permission to employ Bush Strout & Kornfeld as
its general bankruptcy counsel.

Bush Strout is expected to:

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

   b) take necessary action to avoid any liens subject to the
      Debtor's avoiding powers;

   c) prepare on behalf of the Debtor all necessary applications,
      answers, orders, reports, and other legal papers; and

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

Gayle E. Bush, Esq., a Member at Bush Strout, is the lead attorney
for the Debtor.  Ms. Bush discloses that the Firm received a
$150,000 retainer.  

Ms. Bush reports that she will bill the Debtor $375 per hour for
her services, while other professionals who will perform services
to the Debtor will charge from $185 to $350 per hour.

Bush Strout assures the Court that it does not represent any
interest adverse to the Debtor or its estate.

Headquartered in Bellingham, Washington, Wodo, LLC, is a real
estate company.  The Company filed for chapter 11 protection on
January 18, 2005 (Bankr. W.D. Wash. Case No. 05-10556).  When the
Debtor filed for protection from its creditors, it listed total
assets of $90,380,942 and total debts of $21,451,210.


YUKOS OIL: U.S. Judge Deprives Moscow Access to Bank Accounts
-------------------------------------------------------------
The controversial bankruptcy filing of Yukos Oil in the United
States has become even more contentious.  

On Thursday, U.S. Bankruptcy Judge Letitia Clark continued the oil
giant's protection from creditors but has not yet considered the
question of whether the U.S. has jurisdiction over the bankruptcy
proceeding in the first place.  The order effectively protects
Yukos' assets in the U.S.  

Chief Financial Officer Bruce Misamore opened some bank accounts
for Yukos in early December.  Mr. Misamore came to the U.S. and
opted not to return to Russia upon learning that local prosecutors
had obtained arrest warrants against company officials.  Since
mid-2004, the Russian Government has been hounding Yukos for
allegedly failing to settle its multi-billion-dollar tax debts.  
In December, authorities sold Yuganskneftegaz, the company's main
asset responsible for 60% of production, to Baikal Finance.  A few
days later, state-owned Rosneft took over this little-known
company, which coughed up US$9.5 billion to take home Yugansk.

Mr. Misamore, who owns a house in Houston, signed a Chapter 11
bankruptcy petition for Yukos on December 14 in an attempt to
prevent Yugansk's auction.  He cited the bank accounts he'd opened
as the basis for the U.S. Bankruptcy Court to obtain jurisdiction
over Yukos' estate as well as the fact that he continues to
conduct business in the U.S. as Yukos' chief financial officer.  

Commenting on the decision, Yukos counsel Zack A. Clement, of
Fulbright & Jaworski LLP, said the company may seek a U.S. court
order to close its Russian bank accounts.  Mr. Misamore, however,
told reporters after the hearing that "very, very little" money
remained in those accounts.  To date, Russian authorities have
already seized US$4 billion in deposits.

Judge Clark's decision prevents Moscow from seizing US$27 million
deposited in various U.S. banks.  About US$6 million of this sum
are earmarked to pay Yukos' legal expenses.  The federal judge
will rule on the jurisdiction issue following a hearing on
February 16-17.

Meanwhile, several banks led by France's Societe Generale have
initiated talks with Rosneft about a US$1 billion loan they
granted Yukos.  According to a separate report by Russian daily
Vedomosti, Yukos recently defaulted on the loan, which is backed
by oil export of Yugansk.  Technically, analysts say, the banks
may seize Yugansk's oil exports if Rosneft refuses to pay.

Rosneft's response when reached by Vedomosti to comment on the
issue was cryptic.  It said it will build relations with Yugansk's
creditors according to Russian law and international business
practices.

Headquartered in Houston, Texas, Yukos Oil Company --
http://www.yukos.com/-- is an open joint stock company existing
under the laws of the Russian Federation. Yukos is involved in
the energy industry substantially through its ownership of its
various subsidiaries, which own or are otherwise entitled to enjoy
certain rights to oil and gas production, refining and marketing
assets. The Company filed for chapter 11 protection on Dec. 14,
2004 (Bankr. S.D. Tex. Case No. 04-47742). Zack A. Clement, Esq.,
C. Mark Baker, Esq., Evelyn H. Biery, Esq., John A. Barrett, Esq.,
Johnathan C. Bolton, Esq., R. Andrew Black, Esq., Fulbright &
Jaworski, LLP, represent the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
$12,276,000,000 in total assets and $30,790,000,000 in total
debts.


* Gibson Dunn Names Co-Chairs of Securities Litigation Practice
---------------------------------------------------------------
Gibson, Dunn & Crutcher LLP has appointed Jonathan Dickey, a Palo
Alto partner, and Robert Serio, a New York partner, to serve as
Co-Chairs of the firm's Securities Litigation Practice Group.  
They will work with Wayne Smith, an Orange County partner, who
will continue to serve as Co-Chair.  Together, they will lead the
Firm's nationwide practice of more than 75 lawyers in nine offices
throughout the United States.

"We are expanding the leadership of our Securities Litigation
Practice Group to reflect the growth of the practice and the need
for national coordination given the increasing level of multi-
office staffing on major matters," said Ken Doran, Managing
Partner of Gibson Dunn.  "Jon and Rob are very highly regarded
lawyers with thriving practices representing blue-chip clients,
such as Merrill Lynch and Amazon.com.  Given the breadth and depth
of their experience and their leadership qualities, I am confident
they will do a great job with Wayne, leading our securities
litigation group."

                     About Jonathan C. Dickey

Mr. Dickey specializes in securities class actions, shareholder
derivative litigation, corporate investigations, and Securities
and Exchange Commission enforcement matters.  He represents public
companies, underwriters, venture capital firms and accounting
firms in securities fraud class action litigation matters.  He
also acts as counsel to boards of directors and board committees
on securities disclosure and compliance issues, SEC and stock
exchange investigations, insider trading, and corporate governance
issues.

Mr. Dickey is also a frequent author and lecturer on securities
litigation, corporate governance, corporate compliance, SEC
investigations and other securities-related topics.  Since 1996,
he has been a regular faculty member at the annual Directors'
College sponsored by Stanford Law School, where he has spoken on a
variety of subjects, including corporate governance, audit
committees, complex litigation and directors' and officers'
insurance.  Mr. Dickey also has served as an advisor to various
industry organizations on securities class action law reform and
legislative matters, and was significantly involved in passage of
the Private Securities Litigation Reform Act of 1995.

                      About Robert F. Serio

Mr. Serio's practice involves representing financial institutions
and public companies in securities litigation, shareholder
derivative actions and bankruptcy litigation.  He is currently
representing Merrill Lynch in various Enron-related securities
litigation matters.  He successfully obtained dismissal of
securities litigation claims asserted against Merrill Lynch and
Morgan Stanley in connection with their role as co-lead
underwriters in Duke Energy public offerings and represented
Merrill Lynch in a class action alleging that brokerage houses had
conspired to prevent their retail customers from "flipping" shares
purchased in IPOs.  Mr. Serio is also currently representing
Cincinnati Bell in securities class action litigation. In other
matters, Mr. Serio has represented The FINOVA Group Inc.,
Citiscape Corp., Unilever and Bank Brussels Lambert.  Also, Mr.
Serio serves as Partner in Charge of the New York office of Gibson
Dunn.

      About Gibson Dunn's Securities Litigation Practice

Gibson Dunn is one of the leading defense firms in the United
States for the defense of corporations involved in major
securities-related litigation.  Over the last few decades, the
firm has defended more than 250 major securities class action
cases.  Complementing its national team of experienced trial
lawyers are a number of former SEC officials, including a former
Director of the SEC's Division of Corporate Finance, a former
Associate Director of the SEC's Division of Enforcement and
several former federal prosecutors and senior SEC staff members.  
As a result, the firm's attorneys are particularly adept at
managing the competing considerations that arise from defending a
major securities action and parallel government proceedings.

Besides its proven track record in defending securities cases in
state and federal court, the firm also has significant recent
experience and expertise in conducting internal investigations on
behalf of audit committees, boards of directors and special
litigation committees.  As well, the firm specializes in defending
parallel ERISA class actions and "whistleblower" cases before the
Department of Labor.

In addition, the firm currently represents numerous corporate
clients in M&A and takeover litigation in Delaware Chancery Court
and other venues, and frequently defends directors and officers
and other clients in state court derivative lawsuits, as well as
ERISA class actions and other parallel proceedings.

                         About the Firm

Gibson, Dunn & Crutcher LLP is a leading international law firm.
Consistently ranking among the world's top law firms in industry
surveys and major publications, Gibson Dunn is distinctively
positioned in today's global marketplace with more than 800
lawyers and 13 offices, including Los Angeles, New York,
Washington, D.C., San Francisco, Palo Alto, London, Paris, Munich,
Brussels, Orange County, Century City, Dallas and Denver.


* Ropes & Gray Adds 2 Partners to National Health Care Practice
---------------------------------------------------------------
Ropes & Gray announced discloses additions to its Health Care
Group, adding to the firm's national health practice on both
coasts.  Mitch Olejko, previously a partner and Health Care Group
head at Morrison & Foerster in San Francisco, will join Ropes &
Gray's San Francisco office as partner.  Jeff Heidt, previously a
partner at Choate, Hall & Stewart and a founding member of the
firm's Health Care Group in Boston, will join the Boston office of
Ropes & Gray as partner.

Mitch represents health care entities in all legal issues from
initial growth, development and ongoing operations through
sophisticated transactions such as sales, joint ventures or
strategic alliances.  Jeff focuses on corporate, regulatory and
financial matters and represents hospitals, health systems and
their affiliated educational and business institutions.

"Mitch and Jeff will be tremendous assets to our clients as we
deepen our health care capabilities across the country," said
Michele M. Garvin, head of Ropes & Gray's Health Care Group.  
"With world-renowned health care and academic institutions located
in both cities, San Francisco and Boston provide a wealth of
opportunities for individuals such as Mitch and Jeff, who have
devoted significant amounts of time to growing health law
practices.  We are pleased to welcome both and their deep
knowledge of the issues, the markets, and the players involved."

Before joining Morrison Foerster, Mitch was formerly senior vice
president and chief legal officer at Legacy Health System in
Portland, Oregon.  Prior to joining Legacy, he was a partner at a
Seattle-based law firm and head of its health care practice.  
Mitch received his A.B. degree from Boston College in 1973 and
received his J.D. from Washington University in St. Louis in 1977.  
He is a member of the bars of the states of California,
Washington, and Oregon.

Mitch frequently speaks on health care law issues.  He is a past
president of the Washington State Society of Hospital Attorneys
and a past chair of the Federal Committee of the Health Law
Section of the Washington State Bar Association.  Mitch has served
on an institutional review board and as a member of the Board of
Directors of a health maintenance organization.  He is a member of
the Subcommittee on Health Law of the Business Law Section of the
California Bar Association.

Jeff is the author of Effective Use of Outside Counsel (Law and
Legal Concepts) and Conversion of Status and Facility Closure
(Health Care Corporate Law, Facilities and Transactions, Little,
Brown & Co. 1996).  He is also author of "Medicare Fraud and
Abuse," an article published in Prospective Payment Survival, as
well as co-author of a number of publications and legal memoranda
of the AHA Office of Legal and Regulatory Affairs.  In addition,
Jeff was issue editor of Topics in Health Care Financing (Volume
10, No. 4 Summer/1984, Aspen Publications) and co-editor of Health
Law Basics, published by Massachusetts Continuing Legal Education
from 1996 to 1999.

Jeff is a frequent lecturer at the Healthcare Financial Management
Association (HFMA) as well as hospital association and bar
association sponsored events.  He is a member of the American Bar
Association (ABA), the AHLA (American Health Lawyers Association),
the Health Law Forum of the ABA and is active in the Massachusetts
Chapter of the HFMA, where he has served two terms as a trustee
and has recently co-chaired its Integrated Delivery Systems
committee.  He is a member of the bar of the Supreme Judicial
Court of Massachusetts and the U.S. District Court of
Massachusetts, as well as the First Circuit Court of Appeals.  
Jeff has been listed in "The Best Lawyers In America" from its
inception to the present.  He received his A.B. degree from Brown
University with high honors in 1967 and received his J.D. from
Harvard Law School in 1970.

Ropes & Gray's Health Care Group, one of the firm's core
practices, is highly regarded nationally and has provided
strategic counsel to industry leaders since the 1970s.  
Approximately 50 lawyers represent academic medical centers,
multiprovider networks, community hospitals, physician
organizations, managed care organizations, government agencies and
a variety of specialty providers.  The group assists with
transactional business such as mergers, acquisitions and
disaffiliations, and has deep experience in regulatory affairs and
compliance matters at state and federal levels.

Ropes & Gray LLP -- http://www.ropesgray.com/-- provides  
comprehensive legal services to leading businesses and individuals
around the world from offices in Boston, New York, Palo Alto, San
Francisco, and Washington, D.C. Clients benefit from expertise
combined with unwavering standards for integrity, service, and
responsiveness.  With offices in preeminent centers of finance,
technology and government, the firm ideally positioned to address
today's most pressing legal and business issues.  Practice areas
include antitrust, corporate, bankruptcy and business
restructuring, employee benefits, environmental, health care,
intellectual property and technology, international, labor and
employment, life sciences, litigation, private client services,
real estate and tax.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  
                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
Airgate PCS Inc.        CSA         (80)         267       24
Akamai Tech.            AKAM       (144)         189       63
Alaska Comm. Syst.      ALSK        (29)         642       73
Alliance Imaging        AIQ         (41)         654       36
Amazon.com              AMZN       (721)       2,109      642
Ampex Corp.             AEXCA      (140)          33       12
AMR Corp.               AMR        (314)      29,261   (1,824)
Amylin Pharm. Inc.      AMLN        (42)         402      325
Arbinet-Thexchan.       ARBX         (1)          70       11
Atherogenics Inc.       AGIX        (19)          93       77
Blount International    BLT        (283)         423      103
CableVision System      CVC      (1,669)      11,795      223
CCC Information         CCCG       (131)          80       (8)
Cell Therapeutic        CTIC        (52)         174       87
Centennial Comm         CYCL       (516)       1,608      169
Choice Hotels           CHH        (175)         271      (16)
Cincinnati Bell         CBB        (600)       1,987      (20)
Compass Minerals        CMP        (109)         642       99
Conjuchem Inc.          CJC         (16)          24       19
Cotherix Inc.           CTRX        (44)          25       20
Cubist Pharmacy         CBST        (75)         155       (6)
Delta Air Lines         DAL      (3,297)      23,526   (2,614)
Deluxe Corp             DLX        (179)       1,533     (337)
Denny's Corporation     DNYY       (246)         730      (80)
Dollar Financial        DLLR        (47)         335       82
Domino Pizza            DPZ        (575)         421      (16)
Eagle Hospitality       EHP         (26)         177      N.A.
Echostar Comm-A         DISH     (1,711)       6,170     (503)
Empire Resorts          NYNY        (13)          61        7
Foster Wheeler          FWHLF      (441)       2,268     (212)
Foxhollow Tech.         FOXH        (60)          28       16
Graftech International  GTI         (44)       1,036      284
Hawaiian Holding        HA         (160)         236      (60)
Hercules Inc.           HPC         (40)       2,658      362
IMAX Corp               IMX         (49)         222        9
Immersion Corp.         IMMR         (5)          26        9
Indevus Pharm.          IDEV        (63)         174      131
Int'l Wire Group        ITWG        (80)         410       97
Isis Pharm.             ISIS        (18)         255      116
Lodgenet Entertainment  LNET        (68)         301       20
Lucent Tech. Inc.       LU         (717)      16,687    3,921
Majesco Holdings        MJES        (41)          26        9
Maxxam Inc.             MXM        (649)       1,017       72
Maytag Corp.            MYG         (75)       3,020      535
McDermott Int'l         MDR        (338)       1,245      (33)
McMoran Exploration     MMR         (85)         156       29
Northwest Airline       NWAC     (2,166)      14,450     (431)
Northwestern Corp.      NWEC       (603)       2,445     (692)
ON Semiconductor        ONNN       (298)       1,221      270
Per-se Tech. Inc.       PSTI        (25)         169       31
Phosphate Res.          PLP        (484)         280        6
Pinnacle Airline        PNCL        (18)         147       26
Primedia Inc.           PRM      (1,163)       1,577     (203)
Quality Distribution    QLTY        (26)         377        9
Qwest Communication     Q        (2,477)      24,926     (509)
Riviera Holdings        RIV         (31)         224        1
SBA Comm. Corp.         SBAC        (27)         915       11
Sepracor Inc.           SEPR       (331)       1,039      707
St. John Knits Inc.     SJKI        (57)         206       77
Syntroleum Corp.        SYNM         (8)          48       11
Triton PCS Holding A    TPC        (254)       1,443       62
US Unwired Inc.         UNWR       (234)         709     (280)
U-Store-It Trust        YSI         (34)         536      N.A.
Vector Group Ltd.       VGR         (48)         528      110
Vertrue Inc.            VTRU        (44)         445        0
WR Grace & Co.          GRA        (118)       3,087      774
Young Broadcasting      YBTVA       (12)         798       85

                          *********

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

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

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

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

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

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

                          *********

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

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

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

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

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***