TCR_Public/050207.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

          Monday, February 7, 2005, Vol. 9, No. 31

                          Headlines

A.P.I. INC: Stutman Treister Approved as Futures Rep. Counsel
A.P.I. INC: Section 341(a) Meeting Slated for Feb. 14
ACANDS: Has Until Feb. 23 to File Chapter 11 Plan
ALAMOSA HOLDINGS: S&P Upgrades Corporate Credit Rating to B-
AMERICAN CLASSIC: Claims Objections Deadline Stretched to Apr. 26

ATA AIRLINES: U.S. Trustee Looks for More Facts from Ernst & Young
AUSTIN HDC LIMITED: Case Summary & 19 Largest Unsecured Creditors
BLACK DIAMOND: Fitch Upgrades & Affirms Ratings of 1998-1 Notes
BLOCKBUSTER: Fitch Maintains Rating Watch Negative Status
CARRINGTON MORTGAGE: Fitch Rates $10.3 Mil. 2005-NC1 Cert. at BB+

CASH TECH: Subsidiary Buys Exclusive Healthcare Software License
CINCINNATI BELL: Fitch Puts Low-B Ratings on Senior & Sub. Notes
CINCINNATI BELL: S&P Rates Puts B- Rating on Senior & Sub. Notes
CLIENTLOGIC CORP: Moody's Junks $35 Million Second Lien Facility
COLAD GROUP: Case Summary & 19 Largest Unsecured Creditors

COMMERCIAL MORTGAGE: Fitch Junks $21.7 Mil. 1998-C2 Mortgage Cert.
DELPHI TRUST: Moody's Slices Rating on Preferred Stock to Ba1
DELTA AIR: January 2005 Domestic Traffic Up 9.8% From Year Ago
DVI FINANCIAL: Moody's Junks Five Note Classes
ENTERPRISE PRODUCTS: Earns $115.4 Mil. of Net Income in 4th Qtr.

FAIRCHILD SEMICONDUCTOR: Moody's Rates New $450M Term Loan at Ba3
GE COMMERCIAL: Fitch Puts Low-B Ratings on Six Mortgage Certs.
HEALTHSOUTH CORP: Names Joe Clark & Jim Foxworthy to Exec. Posts
INDEPENDENCE II: Moody's Junks $17M Class C Secured Notes
INTELSAT: Discount Note Issue Prompts Fitch to Watch Debt Ratings

INTELSAT LTD: Moody's Junks Three Note Classes
IWO HOLDINGS: Taps Evercore Restructuring as Financial Consultant
K&F PARENT: Moody's Junks Proposed $55 Million Senior PIK Notes
K&F PARENT: S&P Places B- Rating on $55 Million Senior PIK Notes
KAISER ALUMINUM: Settles Disputes with 3 U.S. Government Agencies

INTELLIGROUP INC: SEC Probes Financial Reporting Issues
LAIDLAW INT'L: Presents 2005 Initiatives to Select Investors
LAND O'LAKES: Posts $11.9 Million Net Loss in Fourth Quarter
LAS VEGAS SANDS: Prices $250 Million Private Debt Offering
MD BEAUTY: S&P Junks Planned $57 Million Second Priority Facility

MD BEAUTY: Moody's Puts B2 Rating on First Lien Credit Facilities
METRIS SECURED: Moody's Puts Ba2 Rating on $52 Mil. Secured Notes
MOHEGAN TRIBAL: S&P Rates Proposed $200M Sr. Unsec. Notes at BB-
MOONLIGHT HOSPITALITY: Voluntary Chapter 11 Case Summary
MORTGAGE CAPITAL: S&P Places Low-B Ratings on Three Cert. Classes

NDCHEALTH: Likely Default Prompts S&P to Junk Ratings
NOMURA ASSET: S&P Lifts Ratings on Class B-2 Certificates to BB+
NORTHWEST AIRLINES: Reports 76.8% January 2005 Load Factor
NTELOS INC: Moody's Puts B2 Rating on $400MM Sr. Sec. Term Loan
OMNOVA SOLUTIONS: Transferring Distribution Rights to Three Brands

PARKER DRILLING: Names Robert McKee to Board of Directors
PARMALAT: Bondi Inks Stipulation Allowing Citibank to Sue Units
PEGASUS SATELLITE: Wants to Establish Uniform Balloting Procedures
PMA CAPITAL: S&P Upgrades Credit & Debt Ratings to B from CC
PRIMUS TELECOM: Moody's Puts B3 Rating on $100M Sr. Sec. Term Loan

RADIO ONE: S&P Rates Planned $200 Million Senior Sub. Notes at B-
RESOURCE TECHNOLOGY: Court Approves Consortium Settlement Pact
RURAL/METRO: Launches Cash Tender Offer for 7-7/8% Sr. Notes
SOLUTIA INC: Inks Agreements with Senior Vice President & COO
STRUCTURED ASSET: Fitch Rates $15.8MM Class B 2005-1 Cert. at BB

TEE JAYS: Files for Chapter 11 Protection in N.D. Alabama
TEE JAYS MANUFACTURING: Case Summary & Largest Unsecured Creditors
TIME WARNER: S&P Junks Proposed $200 Million Senior Notes
TOMMY HILFIGER: S&P Pares Corporate Credit Rating to BB- from BB
TOWER AUTOMOTIVE: Court Approves First Day Motions

UAL CORP: Court Extends Exclusive Plan Filing Period to April 30
US AIRWAYS: January 2005 Load Factor Up 3.9% from 2004
US AIRWAYS: Wants to Amend Airbus Agreements
USG CORP: Has Until June 30 to File Plan of Reorganization
USGEN: Classification of Claims & Interests Under the Plan

U.S. MINERAL: Court Says Only Trustee Can File & Prosecute Plan
WARNER TELECOM: Partial Refinancing Cues Moody's to Affirm Ratings
WILLAMETTE VALLEY: List of its 20 Largest Unsecured Creditors
WILTEL COMM: SBC Acquisition Prompts Moody's to Change Outlook
WYNDEMEIR ON LAKE: Case Summary & 12 Largest Unsecured Creditors

XEROX CORP: Fitch Affirms Senior Unsecured Debt at BB
ZEMACH CORPORATION: Case Summary & 10 Largest Unsecured Creditors
ZEUS SPECIAL: S&P Assigns B Ratings to Senior Discount Notes

* Helen Duncan to Lead Fulbright's California Litigation Practice
* Rick Cieri Joins Kirkland & Ellis as Partner in New York Office

* BOND PRICING: For the week of February 7 - February 11, 2005

                          *********

A.P.I. INC: Stutman Treister Approved as Futures Rep. Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota gave
Thomas H. Carey, the Legal Representative for Future Asbestos-
Related Claimants of A.P.I. Inc., permission to employ Stutman,
Treister & Glatt Professional Corporation, as his counsel.

Stutman Treister will:

   a) advise Mr. Carey on all pleadings and asbestos-related
      claims activities in the Debtor's bankruptcy proceedings;

   b) advise Mr. Carey regarding any events or actions that affect
      the rights of future asbestos claimants;

   c) file pleadings and appear at hearings involving the Debtor's
      bankruptcy proceedings and assist in preparing Mr. Carey to
      testify whenever appropriate; and

   d) perform all other legal services to Mr. Carey that are
      necessary in connection with asbestos-related claims.

Alan Pedlar, a Senior Shareholder at Stutman Treister, is the lead
attorney for Mr. Carey.  Mr. Pedlar will bill the Debtor $625 per
hour for his services.

Mr. Pedlar reports Stutman Treister's professionals bill:

    Designation          Hourly Rate
    -----------          -----------
    Counsels             $275 - $625
    Paralegals           $170 - $185
    Law Clerks           $135 - $195

Stutman Treister assures the Court that it does not represent any
interest adverse to Mr. Carey, the Debtor or its estate.

Headquartered in St. Paul, Minnesota, A.P.I. Inc.,
http://www.apigroupinc.com/-- is a wholly owned subsidiary of the
APi Group, Inc., and is an industrial insulation contractor.  The
Company filed for chapter 11 protection on January 5, 2005 (Bankr.
D. Minn. Case No. 05-30073).  James Baillie, Esq., at Fredrikson &
Byron P.A., represents the Debtor's restructuring.  When the
Debtor filed for protection from its creditors, it listed total
assets of $34,702,179 and total debts of $63,000,000.


A.P.I. INC: Section 341(a) Meeting Slated for Feb. 14
-----------------------------------------------------
The U.S. Trustee for Region 12 will convene a meeting of A.P.I.
Inc.'s creditors at 1:30 p.m., on February 14, 2005, at the U.S.
Courthouse, Room 1017, 300 South Fourth Street, Minneapolis,
Minnesota 55415.  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 St. Paul, Minnesota, A.P.I. Inc.,
http://www.apigroupinc.com/-- is a wholly owned subsidiary of the
APi Group, Inc., and is an industrial insulation contractor.  The
Company filed for chapter 11 protection on January 5, 2005 (Bankr.
D. Minn. Case No. 05-30073).  James Baillie, Esq., at Fredrikson &
Byron P.A., represents the Debtor's restructuring.  When the
Debtor filed for protection from its creditors, it listed total
assets of $34,702,179 and total debts of $63,000,000.


ACANDS: Has Until Feb. 23 to File Chapter 11 Plan
-------------------------------------------------
ACands, Inc., sought and obtained an extension from the U.S.
Bankruptcy Court for the District of Delaware of their exclusive
period to file a chapter 11 plan.  The Debtor has until Feb. 23,
2005, to file a  plan and has until April 26 to solicit
acceptances to that plan.

The Debtor is actively engaged in discussions with the Official
Committee of Unsecured Creditors and the Futures Representative in
order to reach a consensus on the terms of the plan.  The Debtor
wants the exclusive period extended to facilitate and preserve
what has been an orderly, efficient and cost-effective plan
process for the benefit of all creditors to date.

AcandS, Inc., was an insulation contracting company, primarily
engaged in the installation of thermal and mechanical insulation.
In later years, the Debtor also performed a significant amount of
asbestos abatement and other environmental remediation work.  The
Company filed for chapter 11 protection on September 16, 2002,
(Bankr. Del. Case No. 02-12687).  Laura Davis Jones, Esq., at
Pachulski Stang Ziehl Young Jones & Weintraub represents the
Debtor in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed estimated debts and
assets of over $100 million.


ALAMOSA HOLDINGS: S&P Upgrades Corporate Credit Rating to B-
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Alamosa
Holdings, Inc., and its subsidiaries, including the corporate
credit rating, which was raised to 'B-' from 'CCC+'.  At the same
time, the corporate credit rating on AirGate PCS, Inc., was raised
to 'B-' from 'CCC+'.  Other ratings on AirGate were also raised.
Both companies are wireless affiliates of Sprint Corp.

"The upgrade on Alamosa is based on continuing positive operating
momentum, which is strengthening credit measures," said Standard &
Poor's credit analyst Eric Geil.  The upgrade on AirGate is based
on the pending acquisition of the company by financially- and
operationally-stronger Alamosa.  Standard & Poor's expects Alamosa
to improve AirGate's operating performance, which recently has
been weak compared with that of other Sprint affiliates.  The
ratings on both companies will be analyzed on a consolidated
basis.  The outlooks for both companies are stable.

On Dec. 8, 2004, Alamosa announced an agreement to purchase
AirGate PCS, Inc., through a merger with a subsidiary of Alamosa
for $630 million, including $238 million of existing AirGate net
debt.  AirGate shareholders will receive 2.87 shares of Alamosa
stock, or an equivalent amount of cash consideration, up to an
aggregate of $100 million.  The transaction is subject to approval
by shareholders in a Feb. 15, 2005 vote.

The combination of Alamosa's 915,000 subscribers (as of
Dec. 31, 2004) and AirGate's 385,000 (as of Sept. 30, 2004) should
yield modest corporate, administrative, and financial benefits and
foster a more favorable negotiating position with Sprint.
However, because the carriers' operations do not overlap, are not
adjacent, and are largely decentralized, operating cost savings
could be limited.  Overall, Alamosa expects about $10 million in
annual cost savings in 2005 and subsequent years, but expects to
incur about $5 million in additional operating expense in 2005. To
improve competitiveness and subscriber growth, Alamosa also
expects to increase capital expenditures at AirGate, which had
reduced investment in its network to conserve cash while under
financial stress in the past two years.

The ratings reflect:

   (1) intense wireless industry competition and downward pressure
       on unit voice revenue,

   (2) a weak business position compared with better entrenched,

   (3) financially stronger rivals,

   (4) the increasing commodity-like nature of wireless services,
       and

   (5) potential acquisition integration risk.

These factors are partly mitigated by Alamosa's continuing
operating improvement, as well as brand recognition and operating
benefits from the Sprint affiliation.


AMERICAN CLASSIC: Claims Objections Deadline Stretched to Apr. 26
-----------------------------------------------------------------
Paul Gunther, the Plan Administrator in American Classic Voyages
Co. and its debtor-affiliates chapter 11 proceedings, sought and
obtained an extension of the Claims Objection Deadline until April
26, 2005, from the U.S. Bankruptcy Court for the District of
Delaware.

Since the company's chapter 11 plan was confirmed on Feb. 6, 2003,
Mr. Gunther and his staff were able to reconcile the Debtors'
records with records of reimbursements and credits given to
approximately 18,156 creditors.  The Plan administrator is now in
the process of reconciling the remaining passenger claims for the
Debtors' seventh ship -- the SS Patriot.

This extension will not prejudice the Reorganized Debtors'
adversaries because the time allowance will provide them with an
opportunity to communicate with the Plan Administrator regarding
the propriety of their claims.

American Classic Voyages Co., the world's largest U.S.-flag cruise
company and markets four distinct products that cruise Hawaii,
along the coast of North and Central America and on America's
inland waterways, filed for chapter 11 protection on October 19,
2001 (Bankr. Del. Case No. 01-10954).  Francis A. Monaco Jr.,
Esq., at Walsh, Monzack & Monaco, P.A., and Jeremy W. Ryan, Esq.
at Saul Ewing LLP, represent the Debtors in their restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed $37,413,665 in total assets and $452,829,987 in total
debts.  The Debtors' Second Amended Chapter 11 Liquidating Plan
became effective in August 19, 2003.


ATA AIRLINES: U.S. Trustee Looks for More Facts from Ernst & Young
------------------------------------------------------------------
As previously reported, ATA Airlines and its debtor-affiliates
seek the United States Bankruptcy Court for the Southern District
of Indiana's authority to employ Ernst & Young, LLP, as their
independent auditor, nunc pro tunc to Oct. 26, 2004.

Ernst & Young has a vast amount of experience in providing
accounting, tax and financial advisory services in restructurings
and reorganizations, and enjoys an excellent reputation for
services it has rendered in other Chapter 11 cases on behalf of
debtors and creditors throughout the United States.

                     U.S. Trustee Objects

On behalf of Nancy J. Gargula, the U.S. Trustee for Region 10,
Joseph F. McGonigal, Trail Attorney in Indianapolis, Indiana,
notes that Ernst & Young, LLP is charging higher fees in the
Debtors' cases than in American Commercial Lines' confirmed case.

Ernst & Young's fees for its ACL employment are:

   Partners and Principals               $420 - $560
   Senior Managers                       $336 - $420
   Managers                              $245 - $294
   Seniors                               $175 - $210
   Staff                                 $140

ACL employs Ernst & Young to perform an audit of its consolidated
financial statements in its bankruptcy proceeding before the
United States Bankruptcy Court for the Southern District of
Indiana.

Mr. McGonigal tells the Court that the U.S. Trustee is concerned
with the disparity in fees charged by Ernst & Young in two
complicated Chapter 11 cases.  Thus, the U.S. Trustee seeks
additional information from Ernst & Young by affidavit supporting
the disparity in its fees.

Mr. McGonigal also notes that the engagement letter attached to
Ernst & Young Employment Application revealed that $50,000 of the
$337,500 had been paid.  It is, however, unclear to the U.S.
Trustee when the payment was actually made.

The Debtors' Statement of Financial Affairs identified $124,225
paid to Ernst & Young in Cincinnati, Ohio, and $40,240 in Chicago
in the 90-day prepetition period, but Mr. McGonigal cites that no
disbursement totaling $50,000 was contained in the amounts paid.

An affidavit prepared by James A. Pease, an Ernst & Young partner,
revealed that $132,665 had been paid to Ernst & Young during the
90-day period before the Petition Date.  If the $50,000 was paid
prepetition, it isn't identified on the Debtors' Statement of
Financial Affairs.  If the payment was actually made postpetition,
Mr. McGonigal asserts that it should not be approved by the Court
absent a detailed description of services performed, prepared and
submitted according to the Court's Order Supplementing Rule
B-2016-1 of the Local Bankruptcy Rules of the U.S. Bankruptcy
Court for the Southern District of Indiana, issued on December 21,
2004.

In addition, to the extent that any of the prepetition payments to
Ernst & Young are subsequently determined by the Court to be
avoidable pursuant to any of the Chapter 11 avoidance statutes,
Ernst & Young should be prepared to waive its resulting unsecured
prepetition claim.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from
Chicago-Midway, Hawaii, Indianapolis, New York and San Francisco
to over 40 business and vacation destinations. Stock of parent
company, ATA Holdings Corp., is traded on the Nasdaq Stock
Exchange.  The Company and its debtor-affiliates filed for chapter
11 protection on Oct. 26, 2004 (Bankr. S.D. Ind. Case No. 04-
19866, 04-19868 through 04-19874). Terry E. Hall, Esq., at Baker &
Daniels, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $745,159,000 in total assets and $940,521,000 in total
debts.  (ATA Airlines Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


AUSTIN HDC LIMITED: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Austin HDC Limited
        1300 East 38 1/2th Street
        Austin, Texas 78722

Bankruptcy Case No.: 05-10516

Chapter 11 Petition Date: January 31, 2005

Court: Western District of Texas (Austin)

Judge: Frank R. Monroe

Debtor's Counsel: Gray Byron Jolink, Esq.
                  4131 Spicewood Springs Road, Building C-8
                  Austin, TX 78759
                  Tel: 512-346-7717

Estimated Assets: Unstated

Estimated Debts:  $1 Million to $10 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Century Plaza, Northfork LP                 $71,000
c/o Capital Area Management
P.O. Box 27917
Austin, TX 78755

Shankosha USA                               $61,000
1550 Louis Avenue
Elk Grove Villiage, IL 60007
Shankosha USA

Miele Inc.                                  $41,000
9 Independence Way
Princeton, NY 08540

Bowe Permac                                 $32,000

Jackson Walker L.P.                         $31,677

Southwest Laundry & Supply                  $16,808

Watch Omega Holdings                        $12,500

Team Texas                                   $5,600

First Financial Asset Management             $5,526

Dry Cleaning Computer Systems                $3,915

Linde Gas, LLC                               $3,325

Texaco Fleet Management                      $2,676

Covers Etc., Inc.                            $2,612

Tony R. Bertolino                            $1,640

Swisher                                      $1,500

Ginny's                                      $1,282

SBC Datacom                                    $842

BFI                                            $428

On the Move                                    $275


BLACK DIAMOND: Fitch Upgrades & Affirms Ratings of 1998-1 Notes
---------------------------------------------------------------
Fitch Ratings affirms one class and upgrades five classes of notes
issued by Black Diamond CLO 1998-1 Ltd.  These rating actions are
effective immediately:

    -- $157,559,560 class A-2 notes affirmed at 'AAA';
    -- $10,000,000 class A-3 notes upgraded to 'AA+' from 'AA-';
    -- $15,000,000 class A-4 notes upgraded to 'A+' from 'A-';
    -- $7,000,000 class B-1L notes upgraded to 'BBB+' from 'BBB-';
    -- $18,000,000 class B-1 notes upgraded to 'BBB+' from 'BBB-';
    -- $11,100,000 class B-2 notes upgraded to 'BB+' from 'BB-'.

Black Diamond CLO is a collateralized loan obligation - CLO --
managed by Black Diamond Capital Management, L.L.C., that closed
Jan. 20, 1999.  Black Diamond CLO is composed of primarily high
yield loans (78%) and high yield bonds (22%).  Included in this
review, Fitch discussed the current state of the portfolio with
the asset manager and their portfolio management strategy.  In
addition, Fitch conducted cash flow modeling utilizing various
default timing and interest rate scenarios to measure the
breakeven default rates relative to the minimum cumulative default
rates required for the rated liabilities.

As of the Jan. 3, 2005, trustee report, the class A-1 notes have
been paid in full, and the class A-2 notes have been paid down by
approximately $132.4 million, representing 45.7% of the original
class A-2 note balance.  Since the last rating action on June 12,
2003, the class A overcollateralization -- OC -- ratio has
improved from 119.62% to 135.61%, versus a trigger of 110%, and
the class B OC has improved from 107.77% to 112.84%, versus a
trigger of 104%, as of the Jan. 3, 2005, trustee report.  The
weighted average spread has declined slightly from 3.77% to 3.51%,
and the weighted average rating has remained stable at 'B/B-'.  As
of the most recent trustee report, Black Diamond CLO defaulted
assets represented approximately 0.79% of the $203.0 million of
total collateral.  Assets rated 'CCC+' or lower represented
approximately 15.3%, excluding defaults.

The rating of the class A-2, A-3, and A-4 notes address the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.  The
ratings of the class B-1L, B-1, and B-2 notes address the
likelihood that investors will receive ultimate and compensating
interest payments, as per the governing documents, as well as the
stated balance of principal by the legal final maturity date

Fitch will continue to monitor and review this transaction for
future rating adjustments.  Additional deal information and
historical data are available on the Fitch Ratings web site at
http://www.fitchratings.com/

As a result of this analysis, Fitch has determined that the
current ratings assigned to the class A-3, A-4, B-1L, B-1, and B-2
notes no longer reflect the current risk to noteholders and have
subsequently improved.


BLOCKBUSTER: Fitch Maintains Rating Watch Negative Status
---------------------------------------------------------
Resolution of Blockbuster Inc.'s Rating Watch Negative status
remains contingent on the company's financing plans for the
proposed transaction of Hollywood Entertainment Corporation and
the subsequent implications on the capital structure and combined
operations, according to Fitch Ratings in its latest credit update
on Blockbuster.

Fitch placed Blockbuster's 'BB' senior secured and 'B+' senior
subordinated ratings on Rating Watch Negative on Nov. 11, 2004,
after the company expressed interest in purchasing Hollywood
Entertainment Corporation through a $1.3 billion cash offer,
including $350 million of existing debt.

The credit update is available on the Fitch Ratings web site at
http://www.fitchratings.com/


CARRINGTON MORTGAGE: Fitch Rates $10.3 Mil. 2005-NC1 Cert. at BB+
-----------------------------------------------------------------
Carrington Mortgage Loan Trust's mortgage pass-through
certificates, series 2005-NC1, are rated by Fitch Ratings:

    -- $816,712,900 classes A-1A, A-1B, A-1C1, the privately
       offered A-1C2, A-2, and A-3 mortgage pass-through
       certificates (senior certificates) 'AAA';

    -- $35,532,000 class M-1 certificates 'AA+';

    -- $32,443,000 class M-2 certificates 'AA';

    -- $20,599,000 class M-3 certificates 'AA-';

    -- $27,808,000 class M-4 certificates 'A';

    -- $16,994,000 class M-5 certificates 'A-';

    -- $15,964,000 class M-6 certificates 'BBB+';

    -- $12,874,000 class M-7 certificates 'BBB';

    -- $10,300,000 class M-8 certificates 'BBB-';

    -- $10,300,000 class M-9 certificates 'BB+'.

The 'AAA' rating on the senior certificates reflects the 20.70%
total credit enhancement provided by:

        * the 3.45% class M-1,
        * the 3.15% class M-2,
        * the 2.00% class M-3,
        * the 2.70% class M-4,
        * the 1.65% class M-5,
        * the 1.55% class M-6,
        * the 1.25% class M-7,
        * the 1.00% class M-8,
        * the 1.00% class M-9, and
        * the 2.95% initial overcollateralization -- OC.

All certificates have the benefit of monthly excess cash flow to
absorb losses.  In addition, the ratings reflect the integrity of
the transaction's legal structure, as well as the primary
servicing capabilities of New Century Mortgage Corporation (rated
'RPS3' by Fitch).  Deutsche Bank National Trust Company will act
as trustee.

As of the cut-off date, Feb. 1, 2005, the mortgage loans have an
aggregate balance of $1,029,909,316.  The weighted average
mortgage rate - WAC -- is approximately 6.920%, and the weighted
average remaining term to maturity - WAM -- is 358 months.  The
average cut-off date principal balance of the mortgage loans is
approximately $213,073.  The weighted average original loan-to-
value ratio is 81.60%, and the weighted average Fair, Isaac & Co.
- FICO -- score is 635.

The properties are primarily located in:

        * California (49.80%),
        * Florida (5.26%), and
        * New York (4.92%).


CASH TECH: Subsidiary Buys Exclusive Healthcare Software License
----------------------------------------------------------------
Cash Technologies, Inc.'s (Amex: TQ) subsidiary, Heuristic
Technologies, Inc., has signed an amendment to its agreement with
ClaimRemedi, Inc., a California developer of healthcare-related
data processing software, which, subject to certain minimum
transaction volume requirements, grants Heuristic the exclusive
worldwide right to use, sell or sub-license ClaimRemedi's medical
claims processing software.  The amendment also extends the term
of the ClaimRemedi agreement from 3 to 8 years.

A third or more of the billions of medical claims processed each
year in the United States contains mistakes such as diagnostic or
procedure code errors which prevent the claims from being
automatically processed and paid.  These claims must be manually
evaluated, rejected, edited and resubmitted, creating vast
inefficiency and unnecessary costs.  ClaimRemedi's software
permits healthcare insurers and providers to electronically
analyze these claims and rapidly identify and correct the data
errors, providing dramatic reductions in processing costs.

The software has been extensively tested and successfully deployed
nationwide.  Testing recently conducted by Heuristic with a large
healthcare insurer demonstrated extraordinary results, reducing
overall processing costs for the insurer by an estimated 40%.

The ClaimRemedi software will be marketed as the central component
of Heuristic's Pro837(TM) product.  Pro837 is part of Heuristic's
suite of healthcare products which includes innovative claims
processing tools such as electronic verification of patient
insurance eligibility, automated analysis of paper-based claims
using optical character recognition (OCR) and other tools that
will employ Cash Tech's patented EMMA(TM) technology.  Heuristic
receives recurring revenues from fees generated as each claim is
processed.

Robert Bleyhl, President of ClaimRemedi, stated, "The partnership
with Heuristic takes advantage of their outstanding industry
relationships and product knowledge.  This allows us to focus on
our core competency -- creating the best of breed technology for
claims editing and processing."

"Deepening our relationship with ClaimRemedi is invaluable to
Heuristic's strategic plan," explained Ray Pedden, CEO of
Heuristic.  "Their excellent product will help expand Heuristic's
participation in the enormous medical data processing
marketplace."

                        About ClaimRemedi

ClaimRemedi -- http://www.claimremedi.com/-- has developed an
automated, single-source, all-payer, medical claims scrubbing
solution that applies all seven levels of SNIP/WEDI edits as well
as payer-specific business rules. This combination of service and
functionality is unique in the industry, giving clients a cost
effective solution to the claims automation issues they face.

                     About Cash Technologies

Cash Technologies, Inc. -- http://www.cashtechnologies.com/and
http://www.heuristictech.com/-- develops and markets innovative
data processing systems, including the BONUS((TM)) and MFS((TM))
financial services systems and EMMA((TM)) transaction processing
software. Its Heuristic subsidiary creates and markets healthcare
and employee benefits data processing solutions and debit card
programs.

At Nov. 30, 2004, the Company reports a $1,328,157 stockholders'
deficit.


CINCINNATI BELL: Fitch Puts Low-B Ratings on Senior & Sub. Notes
----------------------------------------------------------------
Fitch Ratings has assigned ratings to two Cincinnati Bell, Inc.'s
(CBB) issues:

      -- $250 million of 7% senior unsecured notes due 2015 rated
         'B+';

      -- $100 million of 8 3/8% senior subordinated notes due 2014
         rated 'B'.

The Rating Outlook is Stable for all ratings.

Both securities will be issued under Rule 144A.  In addition, a
'BB-' rating has been assigned to a new $250 million five-year
senior secured revolving credit facility and the rating withdrawn
on its existing credit facility upon its termination.  The
proceeds from the offering and the new revolving credit facility
will be used to retire the debt outstanding under the existing
bank facility.  The current facility will be terminated upon the
refinancing.

Under the new credit facility, CBB has the right to request an
increase in the aggregate amount of up to $500 million of
incremental credit facilities in the form of a new revolving
credit facility or as term loans.  Fitch anticipates that CBB will
use the revolving credit facility as well as cash on hand to call
the 16% senior subordinated discount notes due in 2009, which are
callable beginning March 26, 2006.  As of Sept. 30, 2004,
approximately $372 million in 16% senior subordinated discount
notes was outstanding.

Fitch's rating of CBB reflects the relative stability and lower
level of business risks associated with the company's local
exchange and wireless businesses and its ability to generate
sustained levels of free cash flow.  The company has high leverage
relative to its peer group; debt to EBITDA at the end of the third
quarter of 2004 was 4.3 times.  Fitch notes that the company's
primary financial strategy is to delever, and therefore expects
debt to continue to decline at a modest pace over the next few
years.

Fitch notes that in an 8-K filing on Feb. 2, 2005, CBB disclosed
that potential significant deficiencies have been identified by
CBB and its auditor, Pricewaterhouse Coopers -- PwC, related to
instances of non-compliance with purchase authorization policies,
unauthorized access to certain financial systems and data, and
CBB's closing process.  These potential weaknesses may not lead to
the issuance of a qualified opinion by PwC; however, should one be
issued or if there are future restatements, Fitch would reevaluate
the ratings assigned to CBB.

Operationally, CBB is strategically focused on defending and
growing its local exchange and wireless businesses.  CBB's local
wireline business (which includes its local, hardware, and managed
services and other business segments) through the first nine
months of 2004 accounted for 81% of consolidated revenue and 86%
of consolidated EBITDA.

Competitive pressure is increasing as evidenced by the 1.6%
decline in total access lines year over year.  Additional
competitive pressures developed as cable companies launched voice
services using voice over Internet protocol - VoIP -- in mid-2004.
The company has been mitigating these pressures through bundling
wireless and high-speed data services with its wireline voice
services (local and long distance) into a package the company
refers to as a 'super bundle.'  As of Sept. 30, 2004,
approximately 18% of the consumer households in its incumbent
local exchange carrier - ILEC -- operating territory subscribe to
a super bundle.

Cincinnati Bell Wireless - CBW -- is the market share leader in
the Cincinnati and Dayton, Ohio, basic trading areas and provides
an avenue for CBB to further strengthen its service bundle.  There
is still some uncertainty as to the resolution of the company's
partnership with Cingular Wireless, which acquired a 19.9% stake
in CBW through the acquisition of AT&T Wireless.  The two
companies have taken positive steps to resolve future ownership
and roaming arrangements.  The companies have agreed to a put/call
arrangement effective in September 2005 that could result in CBB
acquiring Cingular's stake for $83 million and have modified the
roaming arrangement so that EBITDA levels for CBW were largely
preserved.  CBB has stated that it would like Cingular to
ultimately form a long-term relationship with CBW, and anticipates
entering discussions with Cingular prior to the September 2005
put/call date.

CBB's 'B+' senior unsecured rating reflects the subordination to
the company's senior secured debt and the Cincinnati Bell
Telephone Co. - CBT -- notes.  Pro forma for the refinancing, at
the end of the third quarter of 2004, approximately $454 million
of debt was senior to CBB's senior unsecured debt.  The notching
of the senior secured debt above the senior unsecured debt is
indicative of the anticipated recovery by the senior secured debt
holders and their first-priority claim on the economic interests
of CBT and CBW.

CBB reported total debt outstanding of $2.186 billion as of the
end of the third quarter of 2004, a reduction of approximately
$102 million from year-end 2003.  Although fourth-quarter 2004
results have not been released, CBB has indicated that it reduced
debt in 2004 by slightly more than its guidance of $140 million.


CINCINNATI BELL: S&P Rates Puts B- Rating on Senior & Sub. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
diversified telecommunications carrier Cincinnati Bell Inc.'s --
CBI -- proposed $250 million of senior notes due 2015 and
$100 million of 8.375% senior subordinated notes due 2014 (an add-
on to a previous issue), both to be issued under Rule 144A with
registration rights.

At the same time, existing ratings for CBI (B+/Negative/--) and
its local telephone subsidiary, Cincinnati Bell Telephone Co. --
CBT, were affirmed.  The outlook is negative.

Overall leverage is not materially changed by this transaction, as
proceeds from the notes will be used, in conjunction with
borrowings under a new $250 million secured bank facility, to
repay about $439 million of bank debt under an existing facility,
as well as to pay the consent for the 7.25% note amendments.  The
notes are rated two notches below the corporate credit rating to
reflect their junior standing relative to obligations at CBT,
including $250 million of unsecured debt, and drawings under the
$250 million senior secured bank facility at CBI.

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


CLIENTLOGIC CORP: Moody's Junks $35 Million Second Lien Facility
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to ClientLogic
Corporation's $122 million first lien bank credit facilities and a
Caa2 rating to its $35 million second lien bank credit facilities
-- Term Loan C.  This is the first time that Moody's has rated the
debt of the Company.  The rating outlook is stable.

The B3 senior implied rating reflects ClientLogic's:

   1. modest presence relative to competitors within the highly
      competitive call center outsourcing industry,

   2. high client concentration,

   3. meager free cash flow,

   4. high debt leverage with low asset coverage of debt.

Mitigating these risks are the company's positive trend of
customer wins and its contractual revenues from blue chip clients
with whom Clientlogic Corp. has had long-term relationships.

Proceeds of the current offering will be used to refinance
$122 million of drawn bank credit facilities.  The new credit
facilities will consist of a $30 million revolver, undrawn upon
closing, $92 million first lien term loan (Term Loan B), and
$35 million second lien term loan (Term Loan C).

Final maturity of these bank facilities will occur on the earlier
date of either 2012 or six months before final maturity of the
company's subordinated debt with British Telecom, whose final
maturity is currently August 2008.  Term Loan C has a second
priority lien on the collateral pool consisting of all tangible
and intangible assets.  The collateral pool excludes the Company's
share of its offshore joint venture assets of operations in India
and the Philippines.

The stable outlook reflects Moody's expectation that ClientLogic
Corp. will expand its blue chip client base, thereby generating
free cash flow to be applied to debt reduction.  Factors that
would cause downward rating pressure include significant adverse
changes to ClientLogic's contracts with any of its top ten
clients, a decline in operating margins, or a decline to its free
cash flow.

Clientlogic Corp.'s debt leverage is high, as measured by its
$1 million free cash flow for the trailing twelve months ended
September 30, 2004 compared to its $174 million debt pro forma for
the transaction. Low asset coverage of debt is reflected in the
company's negative book equity of $105 million at Sept. 30, 2004.

Factors that would cause upward rating pressure include evidence
of sustained free cash flow generation as a result of successful
contract renewals, new business wins and contract management,
sustained moderation of capital expenditures to historic levels,
and improvement in operating margins. Moody's notes that sustained
free cash flow generation should exceed about 5% of total debt for
any upgrade consideration.

ClientLogic Corp. has limited business diversity; approximately
90% of the company's revenue is contributed by its customer
care/inbound call center outsourcing business, with the remaining
10% by fulfillment and marketing services.  Although revenues and
cash flows are becoming more geographically diverse, customer
concentration is moderately high, with approximately 58% of
revenues supplied by ClientLogic's top ten clients. In addition to
potentially large swings in annual service revenues from
individual clients, the revenue stream also faces vulnerability as
contacts can be cancelled on a very short notice.

ClientLogic Corp. also faces challenges from competitors with
greater infrastructure in low cost geographies, such as in India
and the Philippines, and an increasing trend towards outsourcing
in these low cost geographies.  Currently, ClientLogic follows a
70:30 ratio of near shore to off shore operating infrastructure.
At September 30, 2004, ClientLogic's liquidity included its cash
balances approximating $7 million.

The ratings assigned are:

   * Senior Implied Rating of B3

   * $92 Million First Lien Term Loan B due 2012 rated B3

   * $30 Million First Lien Revolving Credit Facility rated B3

   * $35 Million Second Lien Term Loan C due 2012 rated Caa2

   * Long Term Issuer Rating rated Caa3

Headquartered in Nashville, Tennessee, ClientLogic Corporation
provides outsourced call center services worldwide.


COLAD GROUP: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Colad Group, Inc.
        801 Exchange Street
        Buffalo, New York 14210

Bankruptcy Case No.: 05-10765

Type of Business: The Debtor designs, develops and manufactures
                  packaging products.  See http://www.colad.com/

Chapter 11 Petition Date: February 3, 2005

Court: Western District of New York (Buffalo)

Debtor's Counsel: Ingrid S. Palermo, Esq.
                  Harter Secrest & Emery LLP
                  1600 Bausch & Lomb Place
                  Rochester, New York 14604-2711
                  Tel: (585) 231-1141

Total Assets: $1 Million to $10 Million

Total Debts:  $10 Million to $50 Million

Debtor's 19 Largest Unsecured Creditors:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
Mark S. Wallach, Esq.            Trustee:             $1,600,000
169 Delaware Avenue              Bankruptcy
Buffalo, NY 14202                Case No. 12-14554

Deltacraft Paper Company                                $208,023
99 Bud Mil Drive
Buffalo, NY 14206

Paradise Promotional                                     $82,516
Packaging
P.O. Box 390
Lancaster, NY 14086

US Bank National Association                             $73,334
Susan Calise/Corporation
Trust Department
Ex-ma-fed
US Bank - 1 Federal Street
3rd Floor
Boston, MA 02110

Bryce Thermal Finishing                                  $64,639
Films, LLC
P.O. Box 18338
Memphis, TN 38181-0338

Niagara Mohawk Power Company                             $62,804
300 Erie Boulevard West
Syracuse, NY 13252

Fleet Bank                                               $61,020
10Fountain Plaza
Buffalo, NY 14202

United Parcel Service                                    $59,043

Zdarsky, Sawicki & Agostinelli                           $49,268

Baird & Bartlett Company, Inc.                           $44,596
Henry Fuchs Specialty Products

Aim Corrugated Container                                 $43,948
Corporation

Form Flex                                                $39,618

C&M Forwarding Company, Inc.                             $37,772

Synergy Tooling System Inc.                              $37,333

Baldwin Paper Company                                    $37,212

Unisource Worldwide                                      $37,101

Fringe Benefit Analysts                                  $35,052

Corra-board Product,                                     $33,270
Division of Tim Bar C

Digicon Imaging, Inc.                                    $30,331


COMMERCIAL MORTGAGE: Fitch Junks $21.7 Mil. 1998-C2 Mortgage Cert.
------------------------------------------------------------------
Fitch Ratings downgrades Commercial Mortgage Acceptance Corp. --
CMAC, commercial mortgage pass-through certificates, series 1998-
C2:

     -- $21.7 million class L to 'CC' from 'CCC'.

These classes are affirmed by Fitch:

     -- $8.4 million class A-1 'AAA';
     -- $837.8 million class A-2 'AAA';
     -- $671.1 million class A-3 'AAA';
     -- Interest-only class X 'AAA';
     -- $144.6 million class B 'AAA';
     -- $173.5 million class C 'AAA';
     -- $173.5 million class D 'A+';
     -- $43.4 million class E to 'A-';
     -- $21.7 million class G 'BB+';
     -- $36.1 million class H 'BB-';
     -- $65.1 million class J 'B';
     -- $21.7 million class K 'B-'.

Fitch does not rate the $122.9 million class F or the $9.9 million
class M certificates.

The downgrade of class L is the result of expected losses on
several specially serviced loans, which will likely erode a
portion of principal.

Since issuance, the pool balance has been reduced by 18% to $2.35
billion from $2.89 billion at issuance.  Four of the top six loans
in the pool (21.1%) have been defeased.

As of the January 2005 distribution date, 14 loans (3.1%) were in
special servicing, including five 90+ days delinquent loans
(3.2%).  The largest specially serviced loan, 330 South Warminster
Road (1.1%), is secured by an office property in Hatboro,
Pennsylvania and is over 90 days delinquent.  The property is now
92% leased and 65% occupied.  The second largest specially
serviced loan (0.34%) is secured by a multifamily property in
Charlotte, North Carolina and is also over 90 days delinquent.
For both of these loans the special servicer is evaluating workout
options and losses are expected.  The next specially serviced loan
(0.20%), is secured by a multifamily property in Dallas, Texas,
and is current.  The loan is expected to be paid off at par next
month and no losses are expected at this time.

Realized losses in the pool total $33.4 million, or 1.2% of the
pool's original principal balance.


DELPHI TRUST: Moody's Slices Rating on Preferred Stock to Ba1
-------------------------------------------------------------
Moody's Investors Service has lowered the long-term ratings of
Delphi Corporation to Baa3 and its short term rating for
commercial paper to P-3.  The rating outlook is negative.

The downgrade reflects Moody's expectations that Delphi Corp.'s
cash generation and credit metrics will remain under pressure
through 2006 as a result of:

   1. lower US production levels and market share of General
      Motors, its largest customer;

   2. higher commodity costs;

   3. large required pension contributions during 2005 and 2006;
      and

   4. a high wage and benefit structure among its domestic UAW
      master agreement work force.

While Delphi Corp. has continued to make progress on several of
its key longer-term strategic objectives (growing its non-General
Motors volumes, increasing its geographic diversification and
reducing higher cost domestic employment levels), the magnitude of
lower General Motors volumes, short term rigidity in its domestic
employee expense and contractual arrangements, and net un-
recovered raw material costs more than offset these gains.

These challenges and the resulting pressure on Delphi's
performance are expected to continue into 2006. However, Moody's
believes that if Delphi can maintain progress in expanding its
non-GM and its non-US operations, while reducing higher wage and
benefit domestic employment levels, the company could lay the
groundwork for operating margins, cash generation and credit
measures that are more solidly supportive of the Baa3 rating.

As Delphi enters this period of transition it benefits from solid
liquidity in the form of sizable cash balances and committed bank
credit facilities.  The negative outlook recognizes the challenges
that Delphi will face during 2005 and 2006, and the risks that the
company might not remain on track to adequately strengthen its
credit metrics by 2007.

Specifically, the ratings changed are:

   -- Delphi Corporation:

      * Senior unsecured to Baa3 from Baa2

      * Commercial Paper to Prime-3 from Prime-2

      * Shelf ratings to (P)Baa3 from (P)Baa2 for senior
        unsecured, (P)Ba1 from (P)Baa3 for subordinated
        and (P)Ba2 from (P)Ba1 for preferred

   -- Delphi Trust(s):

      * Backed Preferred Stock to Ba1 from Baa3

      * Shelf Ratings to (P)Ba1 from (P)Baa3

While Delphi Corp. has made progress in diversifying its customer
base, General Motors continues as its single largest customer and,
at approximately 50% of total revenues, General Motors' production
volume and market share in the critical North American region will
continue to have a major impact on Delphi.  Lower Delphi shipments
to GM in the second half of 2004, un-recovered raw material costs,
and legacy employee costs in North America are the primary drivers
of the poor financial results and footings.

Excluding certain non-recurring and other impairment charges from
the preliminary results for 2004, Delphi Corp.'s total adjusted
debt (ex-pension)/EBITDAR is estimated at 2.6 times, and balance
sheet debt/EBITDA was approximately 2 times.  Adjusted operating
margins declined from 2003 and were just over 1%. EBIT/I at 1.6
times and the EBIT margin at 1.2% also weakened from 2003 levels.

Free cash flow (FCF) for 2004 improved as a result of lower
working capital and capital expenditures, with FCF coverage of
adjusted total debt (ex-pension) at roughly 8%.  Assumptions used
in determining pension and post retirement benefit liabilities
also resulted in an increase in recorded liabilities at year-end
2004.  However, Moody's focuses on the amount and timing of cash
payments required to fund these claims rather than the year-to-
year movement in the size of the liability given the impact of
applying a lower discount rate.

Under current assumptions Delphi is expected to contribute $1.6
billion-$1.7 billion to its domestic pension plans over the next
18 months.  While cash at year-end was $.95 billion, free cash
flow (post pension contributions) over the next two years may be
negligible, which would limit the scope for debt reduction prior
to any asset sales.  Incremental borrowings may also be needed to
fund these requirements, which could further weaken coverage
ratios. As a result, a negative outlook has been assigned.

Delphi Corp. has continued to grow its non- General Motors
automotive business as well as its adjacent market (commercial
vehicles, independent aftermarket and consumer electronics)
revenues.  Sales to other OEMs, aftermarket channels, consumer
electronics and other adjacent markets should cross over the 50%
threshold in 2005.

Contributions from its Electrical, Electronic and Safety segment
have continued to grow and now represent close to 49% of total
revenues, and over 100% of operating profits with stable margins.
Non-GM customers in this sector accounted for 55% of sector
revenue (net of inter-sector sales) in 2004.  Delphi Corp. has
substantial global scale and an advanced product offering which
makes it an attractive supplier to OEMs with both regional and
global purchasing strategies.

OEMs also are expected to continue outsourcing product
development, and seek complete systems and modules, a trend likely
to favor tier 1 suppliers with leading technologies and global
capabilities, but at competitive pricing.  The Company exceeded
its 2003 objectives of reducing staffing levels to address its
legacy costs and made further progress in resolving structural,
cost and profitability issues of business units in its Automotive
Holdings Group ("AHG").  Continued positive trends in these areas
could position Delphi to offset the current downward pull from
lower GM production, un-recovered raw material costs and higher
accruing employee benefit expense.

Delphi Corp. has $3 billion of committed bank credit facilities in
addition to its existing cash reserves of $0.95 billion at year-
end as well as accounts receivable securitization and factoring
facilities.  The Company remains in compliance with its financial
covenants with its defined debt/EBITDA ratio at 2.4 times vs. the
covenant level of 3.25 times. The Company has a $.5 billion long-
term debt maturity in 2006.

Operating and income statement ratios are weak and will likely
remain under pressure during 2005 and 2006.  The ratings
incorporate current trends in automotive demand, which could
adversely affect the first half of 2005.  But, significant
sustained deterioration in the Company's metrics beyond the first
half, or expectations that the Company might not remain on track
to adequately strengthen its operating performance by 2007 could
result in lower ratings.

Critical near term metrics will be the company's ability to
sustain margins at least equal to current levels and achieve
positive free cash flow while maintaining adequate reinvestment in
the business.  Over time the Company will need to demonstrate
improvements in these metrics.  Unexpected developments with
respect to ongoing pension matters or accounting investigations
that place additional calls on the Company's currently strong
liquidity could adversely affect the ratings.

Factors that could help support the rating in the Baa3 category
include improving profitability in the company's core continuing
automotive segments, reducing losses at AHG, progress in improving
the profitability, further customer and geographic
diversification, reduction of the domestic employee expense base,
or higher recovery of raw material costs.  Key metrics include;
adjusted total debt (ex-pension)/EBITDAR retreating towards 2
times, EBIT margins and EBIT/I coverage improving towards 5% and 4
times respectively, and FCF/total adjusted debt (ex-pension)
consistently at or above 8%.

Delphi Corp., headquartered in Troy, Michigan, is the world's
largest automotive component supplier with annual revenues of
$28.6 billion in 2004.


DELTA AIR: January 2005 Domestic Traffic Up 9.8% From Year Ago
--------------------------------------------------------------
Delta Air Lines (NYSE: DAL) reported traffic results for January
2005.  System traffic for January 2005 increased 12.3 percent from
January 2004 on a capacity increase of 5.2 percent.  Delta's
system load factor was 71.8 percent in January 2005, up 4.5 points
from the same period last year.

Domestic traffic in January 2005 increased 9.8 percent year over
year, while capacity increased 1.7 percent.  Domestic load factor
in January 2005 was 70.7 percent, up 5.2 points from the same
period a year ago.  International traffic in January 2005
increased 21.1 percent year over year on a 19.4 percent increase
in capacity.  International load factor was 75.5 percent, up 1.1
points from January 2004.

During January 2005, Delta operated its schedule at a 94.5 percent
completion rate, compared to 97.9 percent in January 2004.  The
January 2005 results reflect the impact of weather events that
occurred in the second half of January 2005.  Delta boarded
8,640,596 passengers during the month of January 2005, an increase
of 9.4 percent from January 2004.

                        About the Company

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

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


DVI FINANCIAL: Moody's Junks Five Note Classes
----------------------------------------------
Moody's Investors Service downgraded Class A-5 and Classes B, C, D
and E of notes issued in the 1999-1 medical equipment lease
securitization by DVI Financial Services, Inc.  The rating actions
reflect under-collateralization of the outstanding notes, high
obligor concentrations and lower obligor credit quality in the
remaining asset pool as well as the uncertainty in future
recoveries on defaulted receivables.

As a result of high cumulative defaults and lower than expected
recoveries on defaulted receivables, the outstanding note balance
exceeded the remaining pool balance by approximately $1.9 million
as of December 31, 2004.  In addition, because the current
Aggregate Discounted Collateral Balance (ADCB) represents only 2%
of the initial ADCB, obligor concentrations have increased
significantly with the top 10 obligors comprising 93.6% of ADCB.

Future performance is highly dependent on the credit quality of
these largest accounts.  Several top obligors have previously
defaulted, and after reaching a restructuring agreement with the
servicer, their balances have been returned to ADCB as current.

The downgrade actions take into account a higher likelihood of
default among obligors that have previously defaulted and
undergone a restructuring.  Furthermore, should an obligor with a
substantial balance default in the future, any recoveries from
either liquidation of repossessed equipment or restructuring are
likely to be low due to the age of the equipment.  Successful
work-out cases are also less likely with the passage of time.

The complete rating actions are:

   * Issuer: DVI Receivables VIII, L.L.C., Series 1999-1

   * $5,009,268 Class A-5 Asset-Backed Notes, downgraded to B3
     from Ba2;

   * $439,691Class B Asset-Backed Notes, downgraded to Caa2 from
     B2;

   * $880,381 Class C Asset-Backed Notes, downgraded to Ca from
     Caa1;

   * $586,254 Class D Lease-Backed Notes, downgraded to C from
     Caa3;

   * $734,818 Class E Lease-Backed Notes, downgraded to C from Ca.


ENTERPRISE PRODUCTS: Earns $115.4 Mil. of Net Income in 4th Qtr.
----------------------------------------------------------------
Enterprise Products Partners L.P.'s (NYSE:EPD) financial results
for the three months and twelve months ended Dec. 31, 2004.
Reported results for Enterprise's fourth quarter and full year of
2004 include three months of results from GulfTerra Energy
Partners, L.P., which merged into an affiliate of Enterprise on
September 30, 2004.

The partnership reported record quarterly net income of
$115.4 million for the fourth quarter of 2004 compared to $34.2
million for the fourth quarter of 2003.  For the full year of
2004, Enterprise earned net income of $268.3 million, or $0.87 per
unit, compared to $104.5 million, or $0.41 per unit, in 2003.

Net income for the fourth quarter of 2004 included a gain on the
sale of assets of approximately $15.1 million, or $0.04 per unit,
related to the satisfaction of certain requirements of the sale
agreement whereby a 50% interest in the Cameron Highway Oil
Pipeline was sold to an affiliate of Valero Energy Corporation in
2003.  Approximately $10.1 million of this gain was the non-cash
recognition of a receivable that is due from Valero no later than
December 31, 2006 while $5.0 million of the gain was associated
with a cash payment received from Valero during the fourth quarter
of 2004. Due to the continued effects of Hurricane Ivan on certain
of our operations, it is estimated our earnings for the fourth
quarter and full year of 2004 could have been higher by
approximately $17 million, or $0.05 per unit, and $24 million, or
$0.09 per unit, respectively, if not for a decrease in natural gas
and natural gas liquid volumes delivered to our facilities. This
estimated impact is prior to any potential claims for recoveries
under our business interruption insurance.

Distributable cash flow for the fourth quarter of 2004 was a
record $197.1 million compared to $74.6 million in the fourth
quarter of 2003. Based on the partnership's declared distribution
of $0.40 per unit with respect to the fourth quarter that will be
paid on February 14, 2005, distributable cash flow provided 1.24
times coverage of this distribution. Distributable cash flow is a
non-GAAP financial measure that is defined and reconciled, later
in this press release, to its most directly comparable GAAP
financial measure, cash provided by operating activities.

"We are proud to announce record performance in our first quarter
after completing the GulfTerra merger," said O.S. "Dub" Andras,
Vice Chairman and Chief Executive Officer of Enterprise. "The
strengths of our complementary businesses and approximately $120
million of annualized cash savings realized to date have made our
merger with GulfTerra accretive to our partners. Our integrated
and diversified businesses across the natural gas and NGL value
chain generated distributable cash flow for the quarter that
exceeded our cash distributions paid to partners by $34 million
with each of our major business segments reporting a solid
quarter."

Revenue for the fourth quarter of 2004 increased by 101%, to
approximately $2.9 billion compared to $1.4 billion for the fourth
quarter of 2003. Operating income for the fourth quarter of 2004
increased by 165% to $175.3 million compared to $66.1 million for
the fourth quarter of 2003. Gross operating margin increased by
156% to $279.2 million for the fourth quarter of 2004 from $109.0
million for the same quarter in 2003. Earnings before interest,
taxes, depreciation and amortization ("EBITDA") increased by 176%
to $275.6 million for the fourth quarter of 2004 from $99.9
million for the fourth quarter of 2003. Gross operating margin and
EBITDA are non-GAAP financial measures that are defined and
reconciled, later in this release, to their most directly
comparable GAAP financial measure.

                  Review of Segment Performance

As a result of the merger, Enterprise revised its business segment
reporting into four distinct segments. These segments are
organized based on the type of services rendered and the products
produced or sold. A schedule accompanying this press release lists
the major assets that are included within each business segment.

NGL Pipelines & Services - The NGL Pipelines & Services segment
includes the partnership's NGL pipelines, storage facilities and
fractionators and its natural gas processing plants and related
NGL marketing activities. Gross operating margin for this segment
increased by 78%, or $62.4 million, in the fourth quarter of 2004
to $142.5 million from $80.1 million in the same quarter in 2003.

Enterprise's natural gas processing and related businesses
accounted for $75.1 million of gross operating margin for this
segment in the fourth quarter of 2004 compared to $7.6 million in
the fourth quarter of 2003. This increase was due to the
contributions from the GulfTerra assets and nine processing plants
acquired from El Paso Corporation in the third quarter of 2004 as
well as improved performance from Enterprise's legacy processing
plants and NGL marketing business. The processing business
benefited from favorable processing economics due to the continued
strong demand for NGLs by the petrochemical and motor gasoline
industries as a result of improvements in the U.S. and global
economies.

Gross operating margin from the NGL pipelines and storage business
was $52.0 million during the fourth quarter of 2004 versus $61.0
million in the fourth quarter of 2003. The Mid-America and
Seminole pipelines accounted for $44.7 million of the gross
operating margin for the partnership's NGL pipelines and storage
business during the fourth quarter of 2004. This is a 24%, or $8.5
million, increase from the $36.2 million these pipelines earned
during the same quarter of 2003. This increase was more than
offset by a decrease in gross operating margin from export
terminal services; reduced demand for certain Louisiana NGL
pipelines, in part due to lower volumes resulting from the effects
of Hurricane Ivan; and pipeline integrity expenses.

Total transportation volumes for the NGL pipeline business
averaged 1,390,000 BPD for the fourth quarter of 2004 compared to
1,281,000 BPD in the fourth quarter of 2003. Transportation
volumes for the Mid-America and Seminole pipelines increased by
15%, or 120,000 BPD, to 908,000 BPD in the fourth quarter of 2004
from 788,000 BPD in the same period of 2003.

Enterprise's NGL fractionation business earned gross operating
margin of $15.3 million for the fourth quarter of 2004 compared to
$11.5 million in the fourth quarter of 2003. NGL fractionation
volumes for the fourth quarter of 2004 averaged 304,000 BPD versus
241,000 BPD in the fourth quarter of 2003.

"While we posted record results for the fourth quarter of 2004,
the lingering effects of Hurricane Ivan reduced volumes delivered
to some of our pipelines, natural gas processing and NGL
fractionation facilities in eastern Louisiana due to damage to
offshore wells and pipelines owned by third parties. We saw
volumes increase in December; however, we estimate that for the
fourth quarter these effects reduced gross operating margin by
approximately $17 million," stated Mr. Andras.

Onshore Natural Gas Pipelines & Services - The Onshore Natural Gas
Pipelines & Services segment includes the partnership's onshore
natural gas pipelines and natural gas storage businesses. Gross
operating margin for this segment for the fourth quarter of 2004
was $72.0 million compared to $4.1 million in the fourth quarter
of 2003.

Onshore natural gas pipelines generated $64.8 million of gross
operating margin in the fourth quarter of 2004 versus $4.1 million
in the fourth quarter of 2003. Onshore transportation volumes were
5.6 trillion British thermal units per day (Tbtu/d) compared to
0.6 Tbtu/d in the fourth quarter of 2003. Natural gas storage
services accounted for $7.2 million of gross operating margin in
the fourth quarter of 2004. This combined $67.9 million increase
for the segment was due to the contribution of the GulfTerra
assets and increased margin and volume on the Acadian system.

Offshore Pipelines & Services - The Offshore Pipelines & Services
segment includes the partnership's offshore natural gas and crude
oil pipelines and platforms. Gross operating margin for this
segment for the fourth quarter of 2004 was $33.9 million compared
to $0.1 million in the fourth quarter of 2003.

Offshore natural gas pipelines recorded gross operating margin of
$14.4 million on average throughput of 1.8 Tbtu/d in the fourth
quarter of 2004 versus $0.1 million and 0.4 Tbtu/d, respectively,
for the same quarter in 2003. Gross operating margin for the
partnership's offshore platform services and production business
was $13.6 million for the fourth quarter of 2004. Enterprise's
offshore oil pipelines business recorded gross operating margin of
$5.8 million in the fourth quarter of 2004 on net volumes of
138,000 BPD. The increase for this segment was primarily
attributable to the contribution from the GulfTerra assets.

Petrochemical Services - The Petrochemical Services segment
includes the partnership's butane isomerization, propylene
fractionation and octane enhancement businesses including related
pipeline facilities. Gross operating margin for the Petrochemical
Services segment during the fourth quarter of 2004 increased by
25%, or $6.1 million, to $30.8 million from $24.7 million in the
same quarter of 2003. Each of the three businesses in this segment
reported an increase in gross operating margin.

                        Capitalization

Total debt principal outstanding at December 31, 2004 was
approximately $4.3 billion, which represented 44.2% of the
partnership's total capitalization. Enterprise had cash of
approximately $34 million at the end of 2004.

                           Outlook

"Drilling activity in the major producing areas, including the
deepwater Gulf of Mexico, Rocky Mountains and San Juan, and the
improving economy have increased the demand for our integrated
midstream energy services. Over the next two years, we expect
large volumes of new production from both the deepwater and the
Rockies to flow into our integrated system of assets," stated Mr.
Andras.

"Recently, the partnership's Cameron Highway oil pipeline and
natural gas and NGL facilities in central Louisiana began
receiving first production from the large Mad Dog and Holstein
developments in the Southern Green Canyon area of the deepwater
Gulf of Mexico. These volumes, along with oil volumes received by
our Poseidon oil pipeline from the Frontrunner development, should
steadily increase during 2005 as these developments ramp up to
full production. In addition, we expect initial production from
the K-2 and K-2 North developments will begin flowing into our
facilities during the second quarter of 2005," said Mr. Andras.

"The merger of Enterprise and GulfTerra has strengthened our
leading business positions across the natural gas and NGL value
chain in some of the largest producing basins in the United
States. This has provided our partnership with an abundant
portfolio of organic growth opportunities to construct new
facilities or expand existing assets. Thus far, we have identified
approximately $2 billion of organic growth projects over the next
three years, including our recently announced Independence Trail
and Hub project and the Constitution oil and natural gas pipeline
projects in the deepwater Gulf of Mexico; the expansion of some of
our key western NGL assets to support new production in the Rocky
Mountain and San Juan regions; and enhancements to some of our
existing facilities on the Texas Gulf Coast to serve our refining
and petrochemical customers," said Mr. Andras.

"We are also optimistic about the opportunities to make
disciplined acquisitions during 2005 at reasonable valuations that
will be accretive to the cash flow of our partnership," Mr. Andras
concluded.

                        About the Company

Enterprise Products Partners L.P. is the second largest publicly
traded energy partnership with an enterprise value of
approximately $14.0 billion, and is a leading North American
provider of midstream energy services to producers and consumers
of natural gas, NGLs and crude oil. Enterprise transports natural
gas, NGLs and crude oil through 31,000 miles of onshore and
offshore pipelines and is an industry leader in the development of
midstream infrastructure in the Deepwater Trend of the Gulf of
Mexico. Services include natural gas transportation, gathering,
processing and storage; NGL fractionation (or separation),
transportation, storage, and import and export terminaling; crude
oil transportation and offshore production platform services. For
more information, visit Enterprise on the Web at
http://www.epplp.com/

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 24, 2004,
Standard & Poor's Rating Services affirmed its 'BB+' corporate
credit rating on Enterprise Products Partners L.P.

At the same time, Standard & Poor's assigned its 'BB+' senior
unsecured rating to Enterprise Products' subsidiary Enterprise
Products Operating L.P.'s proposed (in aggregate) $2.0 billion
note issues. The notes will be issued in four tranches, due 2007,
2009, 2014 and 2034.

The outlook is stable. As of June 30, 2004, the Houston, Texas-
based company had about $4.2 billion of debt outstanding, pro
forma for the proposed and other recent financings.

Proceeds from the issuances will be used to permanently finance
acquisition-related bank debt related to Enterprise Products'
pending merger with GulfTerra Energy Partners L.P. The
$6.1 billion merger (total consideration, including GulfTerra's
debt) is expected to close on or near Sept. 30, 2004.

The rating on Enterprise Products reflects its integrated energy
midstream operations, which benefit from a considerable amount of
fee-based revenue from pipeline operations, favorable asset
positioning, and a long-standing strategic alliance with Shell Oil
Co.

Offsetting these positive attributes are the high cash flow
volatility the partnership faces stemming from its sizeable
natural gas processing and fractionation operations. Enterprise
Products does not issue debt but does guarantee the debt of
Enterprise Products Operating, therefore Enterprise Products
carries the same rating as Enterprise Products Operating.

"The stable outlook reflects the expectation that Enterprise
Products will not engage in significant merger and acquisition
activity until it has sufficiently integrated the operations of
GulfTerra, should its merger proceed as expected," said Standard &
Poor's credit analyst John Thieroff.

"In the longer term, an upgrade to investment grade will depend on
successful integration, a demonstrated reduction in earnings
volatility, and continued deleveraging," continued Mr. Thieroff.


FAIRCHILD SEMICONDUCTOR: Moody's Rates New $450M Term Loan at Ba3
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 to the new $450 million
term loan of Fairchild Semiconductor, withdrew the rating on the
previous $300 million term loan, and affirmed the remaining
ratings.  Fairchild's rating outlook was changed to positive from
stable.  The new rating and affirmations assume the redemption of
the company's $350 million outstanding 10.5% subordinated notes
using loan proceeds and cash on hand.

The new rating assigned is:

   * $450 million guaranteed senior secured term loan maturing
     2010 of Ba3


The ratings affirmed are:

   * Senior implied rating of Ba3;

   * Speculative Grade Liquidity Rating of SGL-1;

   * Senior unsecured issuer rating of B1;

   * $180 million revolving credit facility maturing 2007 rated
     Ba3

The rating to be withdrawn following its redemption is:

   * $350 million 10.5% senior subordinated notes rated B2

The rating withdrawn is:

   * $300 million guaranteed senior secured term loan rated Ba3

The ratings consider Fairchild Semiconductor's modest fixed charge
coverage levels even during an industry downturn; modest leverage
relative to operating earnings; success in changing its product
strategy to focus more narrowly on higher-margin specialized power
product; and successful cost containment measures which have
helped to stabilize its cost structure.

The ratings also benefit from management's well-considered and
consistent financial strategy.  The ratings are constrained by
Fairchild's modest free cash flow, resulting from modest margins
and high capital expenditures; the volatility inherent in the
semiconductor industry; and a trend of continued charges for asset
valuations and business restructuring.

The rating outlook has been changed to positive.  Ratings could
rise if Fairchild Semiconductor improves free cash flow relative
to debt while maintaining its market position and appropriate
spending levels.  Moody's expects that Fairchild's free cash flow,
after working capital and capex, is about 12% of debt balances,
pro-forma for the debt repurchase.

An increase in free cash flow, along with continued conservative
financial strategy leading to reduced leverage, could favorably
impact the ratings.  Ratings or outlook could move downward if
Fairchild significantly increases its business or financial risk
through a change in financial policy or a leveraged acquisition.
A decline in operating metrics, indicating difficulty with
operational goals, could also result in downward actions.

Fairchild Semiconductor's financial position and financial
flexibility will improve as a result of the debt repayment.
Moody's believes that interest expense will be cut nearly in half
as a result of a lower coupon and lower debt balances.  As a
result, EBITDAR less capex fixed charge coverage will improve to
nearly 3 times on a pro-forma basis, versus 2.1 times for the LTM
ended December 2004.  Pro-forma debt to EBITDA will fall to about
1.9 times from 2.4 times for the same period.  Free cash flow will
also improve due to the interest savings, but Moody's believes it
will remain modest relative to debt balances as a result of capex
needs.

Fairchild Semiconductor's liquidity rating of SGL-1 reflects very
good liquidity, bolstered by cash and liquid investments of
approximately $500 million following the debt repayment.  Backup
liquidity is provided by a $180 million revolving credit facility
under which there is full availability and comfortable cushion
under financial covenants.

The new $450 million term loan matures on December 31, 2010, with
small quarterly amortizations starting in March 2005 and a bullet
of $424 million due at maturity.  It shares a credit agreement
with the revolving credit facility, whose terms have been slightly
modified as part of this financing.

Key covenants have been relaxed to increase Fairchild's operating
flexibility, but Moody's believes they still provide sufficient
benefit to senior creditors.  The credit facilities benefit from a
springing lien, which collateralizes lenders if ratings fall below
current levels.

Fairchild Semiconductor, based in South Portland, Maine, is a
leading global supplier of power semiconductors.  Revenues in 2004
were about $1.6 billion.


GE COMMERCIAL: Fitch Puts Low-B Ratings on Six Mortgage Certs.
--------------------------------------------------------------
Fitch Ratings affirms GE Capital Commercial Mortgage Corp.'s
commercial mortgage pass-through certificates, series 2002-3:

     -- $357.6 million class A-1 'AAA';
     -- $553.8 million class A-2 'AAA';
     -- Interest-only class X-1 'AAA';
     -- Interest-only class X-2 'AAA';
     -- $46.8 million class B 'AA';
     -- $16.1 million class C 'AA-';
     -- $26.3 million class D 'A';
     -- $14.6 million class E 'A-';
     -- $10.2 million class F 'BBB+';
     -- $17.6 million class G 'BBB';
     -- $11.7 million class H 'BBB-';
     -- $27.8 million class J 'BB+';
     -- $10.2 million class K 'BB';
     -- $8.8 million class L 'BB-';
     -- $10.2 million class M 'B+';
     -- $8.8 million class N 'B';
     -- $5.9 million class O 'B-'.

Fitch does not rate the $17.6 million class P certificates.

The rating affirmations reflect the stable pool performance and
minimal paydown since issuance.  As of the January 2005
distribution date, the pool has paid down 2.3% to $1.14 billion
from $1.17 billion at issuance.  There have been no delinquent or
specially serviced loans since issuance.

Fitch reviewed the credit assessment of the Westfield Portfolio
loan (8.3%).  Based on the stable to improved performance, the
loan maintains an investment grade credit assessment.

The Westfield Portfolio is secured by two regional malls.  The
weighted average occupancy for the malls as of September 2004
improved to 97.2% compared to 93.7% at issuance, fueled by a 7.3%
increase in occupancy at Shoppingtown MainPlace.

The second largest loan in the pool, Colonie Center (3.5%), fully
defeased in February 2005.


HEALTHSOUTH CORP: Names Joe Clark & Jim Foxworthy to Exec. Posts
----------------------------------------------------------------
HealthSouth Corporation (OTC Pink Sheets: HLSH) disclosed the
appointments of Joe Clark, 48, and Jim Foxworthy, 53, to the
positions of President of the Ambulatory Surgery Division and
Chief Administrative Officer, respectively, effective March 1,
2005.

"With these last two senior positions now filled, we have a well-
qualified, well-rounded senior team to develop and implement the
company's strategies moving forward," said HealthSouth President
and Chief Executive Officer Jay Grinney.  "Joe and Jim are both
leaders in their respective areas of expertise and will be assets
to the company and our senior team."

Mr. Clark, who brings 26 years of healthcare industry experience
to HealthSouth, will be responsible for the day-to-day operations
of the division's 176 ambulatory surgery centers across the
country.  The ambulatory surgery division is HealthSouth's second
largest division in terms of both revenue and EBITDA contribution.

"I am delighted to welcome Joe as president of the Ambulatory
Surgery Division," said Mike Snow, HealthSouth chief operating
officer.  "His diverse experience within the healthcare industry
and proven track record in the areas of leadership, finance,
partnership development, and strategic planning make him uniquely
qualified for this position.  I am confident that he will be a
strong addition to our senior operations team."

Most recently, Mr. Clark served as president and chief executive
officer of Healthmark Partners, a privately held healthcare
company which operates specialty hospitals and ambulatory surgery
centers on a joint venture basis with physicians and non-profit
hospitals.  Mr. Clark successfully converted the company from an
OB/GYN practice management firm into an ambulatory surgery
company.  Prior to his tenure at Healthmark, Mr. Clark worked for
Response Oncology, Inc., a publicly held specialty healthcare
company, serving over the years as chief financial officer,
president, chief operating officer and chief executive officer.
Mr. Clark's experience also includes positions held with American
Medical International, Inc., and Humana, Inc.

"I am excited about the opportunities ahead for HealthSouth and
the ambulatory surgery division," Mr. Clark said.  "My goal is to
build on the great reputation our employees and physicians have
earned throughout the country for providing quality care to our
patients and their families."

Mr. Clark has a bachelor's degree in economics from Dartmouth
College and a master's degree in Management from Troy State
University.

As chief administrative officer, Mr. Foxworthy will have corporate
responsibility for numerous strategic service areas, including
human resources, enterprise-wide project management organization,
printing/distribution, security, support services, aviation,
travel management and the corporate conference center.  He will
work closely with the executive team to add value by developing
and implementing a long-range human resources plan, benchmarking
best practices and building programs and processes in support of
and consistent with the company's mission.

"Jim is an accomplished executive with an outstanding track record
in both line and staff support positions, proving time and again
his ability to generate results," Mr. Grinney said. "His expertise
in the areas of leadership development, business planning, and
culture change management will be essential to our growth and
success in years to come."

Most recently, Mr. Foxworthy served as corporate vice president
for business transformation at Temple-Inland, a public corporation
operating in various industry segments including corrugated
packaging, financial services and manufactured lumber products.
In his 12-year tenure at Temple-Inland, he was responsible for a
multi-facility manufacturing business unit.  Additionally, he led
corporate strategic services, including human resources,
communications, sourcing, logistics, aviation and information
technology.  Prior to Temple-Inland, Mr. Foxworthy spent 18 years
with Union Camp Corporation, a leading maker of fine papers and
packaging, where he served in a number of human resource roles
including division manager of industrial relations.

"This is a great opportunity to leverage my experience and
background while working with others to develop programs that
enhance the great resources already available in this
organization," said Mr. Foxworthy.

Mr. Foxworthy has a bachelor's degree in business administration
from the University of Tennessee and completed the Advanced
Management Program at the Wharton School of Business.

                        About the Company

HealthSouth is one of the nation's largest providers of outpatient
surgery, diagnostic imaging and rehabilitative healthcare
services, operating facilities nationwide.  HealthSouth can be
found on the Web at http://www.healthsouth.com/

                          *     *     *

                      Notice of Late Filing

HealthSouth Corporation filed a notification with the Securities
and Exchange Commission disclosing the Company's inability to
complete the preparation of its financial statements for the
period ended Sept. 30, 2004, due to the investigation conducted by
SEC and the Department of Justice.  The Company said it engaged a
forensic review team from PricewaterhouseCoopers LLP to review the
Company's prior financial statements and retained Grant Thornton
to assist in the reconstruction of the Company's financial
accounts.

As previously disclosed, the Company does not expect to file its
restated historical financial statements for periods ended on or
before December 31, 2003, with the SEC until the Company has
completed the reconstruction of its financial records and
PricewaterhouseCoopers completes its audit.  The Company currently
estimates that such financial statements will not be completed
until the first quarter of 2005.


INDEPENDENCE II: Moody's Junks $17M Class C Secured Notes
---------------------------------------------------------
Moody's Investors Service announced that it took rating actions on
the Class B Notes and Class C Notes issued by Independence II CDO,
Ltd, a CDO collateralized by structured finance securities.

The Class B Notes were downgraded from Aa3 on Watch for possible
downgrade to Baa2 on Watch for possible downgrade and the Class C
Notes were downgraded from B1 on Watch for possible downgrade to
Caa2 on Watch for possible downgrade.

According to Moody's, the current action reflects a concern about
the loss of subordination supporting the notes and deterioration
in the credit quality of the collateral pool, which has a
significant exposure to securities with speculative-grade ratings,
as noted in the latest deal surveillance report.  Owing to the
decline in credit quality, the ratings assigned to the Class B
Notes and the Class C Notes prior to the rating actions taken
today are no longer consistent with the credit risk posed to
investors.

  -- Tranche Descriptions:

     * Issuer: Independence II CDO, Ltd.

   -- Tranche description: U.S. $78,000,000 Class B Second
      Priority Senior Secured Floating Rate Notes Due 2036

      * Prior Rating: Aa3 (Watch for possible downgrade)

      * Current Rating: Baa2 (Watch for possible downgrade)

   -- Tranche description: U.S. $17,000,000 Class C Mezzanine
      Secured Floating Rate Notes Due 2036

      * Prior Rating: B1 (Watch for possible downgrade)

      * Current Rating: Caa2 (Watch for possible downgrade)


INTELSAT: Discount Note Issue Prompts Fitch to Watch Debt Ratings
-----------------------------------------------------------------
Fitch Ratings has placed the ratings of Intelsat, Ltd. and its
wholly owned subsidiary, Intelsat, Ltd. on Rating Watch Negative
following the announcement that the company plans to issue $300
million (proceeds) of senior discount notes to retire recently
invested equity of an equal amount.  Fitch's rating action affects
about $4.6 million of existing debt.

The new notes are going to be issued by a newly formed
intermediate subsidiary placed between Intelsat and Intelsat
Bermuda.  This would rank the new issue as structurally senior to
the Intelsat senior notes and structurally junior to all of the
debt at Intelsat Bermuda.

Fitch currently rates Intelsat and Bermuda:

   Intelsat

      -- Senior unsecured notes 'B-'.

   Bermuda

      -- Senior unsecured notes 'B+';
      -- Senior secured credit facilities 'BB' .

The proposed issuance and subsequent use of proceeds to retire
equity increases the estimated pro forma total leverage as of
Sept. 30, 2004, from about 6.2 times to 6.6x, based on Fitch
estimates.

Fitch expects that if the new senior discount note offering is
successful and $300 million of equity is retired that the ratings
on the existing senior notes at both the Intelsat, Ltd., and
Intelsat Bermuda levels could be affected negatively.  Fitch's
'BB' rating for the Intelsat Bermuda senior secured credit
facilities (the draw is estimated at $350 million with $300
million unused on a revolver) is also at risk, although Fitch
recognizes the substantial value of the assets securing the
facilities.  A future downgrade upon completion of the proposed
offering of senior discount notes would recognize the impact of
the additional leverage and the future significant increase in
cash interest expense in five years when the proposed senior
discount notes begin cash interest payments.  The five-year period
may coincide with a possible need to increase capital spending at
that time to replace aging satellites.

This action is based on existing public information and is being
provided as a service to investors.


INTELSAT LTD: Moody's Junks Three Note Classes
----------------------------------------------
Moody's Investors Service downgraded Intelsat, Ltd.'s existing
long-term ratings and assigned a B3 rating to the private
placement to be issued by a newly created subsidiary, Zeus Special
Subsidiary Limited to yield the net proceeds of $300 million.

Intelsat Ltd. plans on using the proceeds to purchase the
preferred stock of its equity sponsors, which Moody's views as an
effective dividend.  The downgrade reflects not only the increase
in leverage that will result from this dividend transaction, but
Moody's view the company is inclined to aggressively use leverage
for financial rather than business purposes.
Intelsat Ltd.

Moody's rating actions are:

   -- Intelsat Ltd.:

      Ratings downgraded are:

      * Senior Implied to B2 from B1

      * Unsecured Issuer Rating to Caa1 from B3

      * $400 Million 5.25% Global Notes due in 2008 to Caa1 from
        B3

      * $600 Million 7.625% Sr. Notes due in 2012 to Caa1 from B3

      * $700 Million 6.5% Global Notes due in 2013 to Caa1 from B3

      * $200 Million 8.125% Eurobonds due in 2005 to B1 from Ba3

      Ratings affirmed are:

      * The speculative grade liquidity rating is at SGL-2

   -- Intelsat (Bermuda) Ltd.:

      Ratings downgraded are:

      * $300 Million Sr. Secured Revolver due in 2011 to B1 from
        Ba3

      * $350 Million Sr. Secured T/L B due in 2011 - to B1 from
        Ba3

      * $1000 Million Sr. Floating Rate Notes due in 2012 - to B2
        from B1

      * $875 Million Sr. Fixed Rate Notes due in 2013 - to B2 from
        B1

      * $675 Million Sr. Fixed Rate Notes due in 2015- to B2 from
        B1

   -- Zeus Special Subsidiary:

      Ratings assigned are:

      * $300 Million Sr. Unsecured Discount Notes due 2015 -- B3

The outlook on all ratings is negative.

As a result of this transaction, Intelsat Ltd.'s pro forma debt
will increase from 5.9x EBITDA to 6.3x. Moody's believes this
metric will worsen slightly in 2005 before possibly improving in
2006, leaving the company very little financial flexibility.

The downgrades further reflect Moody's concern that the Company is
unlikely to use free cash flow or the proceeds from a future IPO
to reduce leverage, which Moody's believes would leave the company
vulnerable to negative developments in its business environment
discussed in recent Moody's press releases.

In addition to concerns about increased vulnerability to a
downturn in the business environment as a result of the Company's
increased leverage, the negative outlook continues to incorporate
Moody's view that recent satellite failures could be indicative of
more serious systemic problems.

Moody's would likely move the rating outlook to stable if the
failure review boards, established to examine the causes of the
recent satellite failures, does not find systemic failings and
Intelsat begins to reduce leverage with free cash flow or equity
proceeds.  Moody's would likely lower Intelsat's ratings if
operational problems persist or if cash flow is distributed to
shareholders instead of used to reduce leverage.

Moody's has assigned a B3 rating to the senior unsecured discount
notes issued by Zeus Special Subsidiary, one notch below Intelsat
Ltd.'s senior implied rating, since these notes are structurally
subordinated to secured bank debt and senior unsecured notes at
Intelsat Bermuda (pre-transaction).  The discount notes are not
guaranteed, but Intelsat is a co-obligor.  Upon FCC approval,
Intelsat Bermuda will contribute all of its assets and liabilities
to a subsidiary created in conjunction with this transaction,
Intelsat Subsidiary Holding Company Ltd.

Intelsat Bermuda will then merge with Zeus Special Subsidiary, so
the discount notes will be obligations of Intelsat Bermuda while
the existing obligations of Intelsat Bermuda will be obligations
of Intelsat Subsidiary Holding.  Effectively, the discount notes
are being layered in between Intelsat and Intelsat Bermuda to
facilitate a dividend payment to Intelsat's equity sponsors.

Except for the negative effects of added leverage, the senior
secured lenders and senior unsecured noteholders at Intelsat
Bermuda are not impacted by this transaction (except for the name
change of the obligor).  Moody's believes Intelsat noteholders'
position in the capital structure is, however, weakened by the
new, structurally senior layer of debt and also believes they
could be further weakened by future debt layering or exchanges.

Intelsat Ltd., headquartered in Bermuda, owns and operates a
global communication satellite system that provides capacity for
voice, video, networks services, and the Internet in more than 200
countries and territories.


IWO HOLDINGS: Taps Evercore Restructuring as Financial Consultant
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave IWO
Holdings, Inc., and its debtor-affiliates permission to employ
Evercore Restructuring L.P., as their financial consultant.

Evercore Restructuring will:

   a) assist in the evaluation of the Debtors' businesses and in
      the development of long-term business plans and related
      financial projections;

   b) assist in the development of financial data and
      presentations to the Debtors' Board of Directors, various
      creditors and other parties in interests;

   c) analyze the financial liquidity of the Debtors and evaluate
      alternatives to improve the liquidity situation;

   d) analyze various restructuring scenarios and the potential
      impact of those scenarios on the value of the Debtors and
      the recoveries of the stakeholders impacted by those
      scenarios;

   e) provide advise with regards to restructuring or refinancing
      the Debtors' financial obligations and evaluate their debt
      capacity and alternative capital structures;

   f) participate in negotiations with the Debtors' creditors,
      suppliers, lessors and other parties in interest and
      negotiate with the Debtors' bank lenders with respect to
      potential waivers or amendments of various credit
      facilities;

   g) assist in arranging debtor-in-possession financing and
      provide expert witness testimony as requested by the
      Debtors;

   h) provide all other financial advisory services in connection
      with the analysis and negotiation of a restructuring of the
      Debtors.

John P. Fitzsimons, a Managing Director at Evercore Restructuring,
reports that the Firm's compensation consist of:

   a) a $100,000 monthly advisory fee and a $100,000 DIP financing
      fee for each DIP financing successfully arranged by Evercore
      Restructuring; and

   b) a $50,000 out-of-pocket expenses for the entire duration of
      the Debtors' engagement of Evercore Restructuring.

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

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


K&F PARENT: Moody's Junks Proposed $55 Million Senior PIK Notes
---------------------------------------------------------------
Moody's Investors Service has assigned a Caa2 rating to K&F Parent
Inc.'s proposed $55 million Senior payment-in-kind -- PIK --
Notes, due 2015.  Moody's assigned a B2 senior implied and a Caa2
senior unsecured issuer rating to K&F Parent, while withdrawing
the senior implied and issuer ratings from K&F Parent s wholly
owned principal operating company, K&F Industries, Inc.

In addition, the rating agency has made definitive K&F Industries'
B2 and Caa1 ratings prospectively assigned to the Company's senior
secured credit facilities and senior subordinated notes,
respectively, due to the completion of the contemplated re-
financing and successful retirement of substantially all of K&F
Industries' senior subordinated notes by way of tender offer.

In a related action, Moody's has downgraded the rating on
$0.6 million of K&F Industries' 9.625% senior subordinated notes
remaining since completion of the tender for these notes in
January 2005, to Caa1 from B3.  This completes a review for
further downgrade that had been in effect only for these notes
since the November 2004 refinancing, in anticipation of the
removal of essentially all covenant protection provided to any
remaining notes outstanding upon completion of the tender offer.

The ratings outlook is stable.

The ratings continue to reflect K&F Parent's aggressively
leveraged capital structure that resulted from the November 2004
acquisition of the company by Aurora Capital Group, marginally
increased by the new Senior PIK Notes offering.  The purpose of
the proposed notes is to finance the $55 million redemption of
senior preferred stock, issued by K&F Parent.

This amount represents a substantial majority of the senior
preferred class of stock, about 59%, and a large part of K&F
Parent's total preferred and common equity base.  Upon close of
this offering and redemption of preferred stock, K&F Parent Inc.'s
debt will represent about 76% of total capital.

The stable outlook reflects Moody's expectations that although
leverage will remain high over the next few years, a healthy
operating environment should result in modest free cash flow
generation that could be applied to moderately reduce debt
balances over time.  Ratings or their outlook may be revised
downward if the company were to increase debt at either the parent
company level or at any of its subsidiaries, such that debt/EBITDA
exceeds 7.5x, while EBIT coverage of cash interest falls below
1.5x.

Conversely, ratings or their outlook could be adjusted upward if
the company were to repay substantial levels of debt while
maintaining revenue stability and operating margins, such that
debt/EBTIDA were to fall and remain below 5.5x for a sustained
period, while EBIT covers cash interest expense by over 2.5x.

Upon close of the proposed Senior PIK Notes offering, K&F Parent,
Inc. will continue to be a heavily-levered company, owing mostly
to the November 2004 acquisition of the company by Aurora Capital
for $1.06 billion.  Aurora's acquisition, which involved a
$400 million increase in K&F Industries' debt levels, considerably
reduced the company's financial flexibility and credit metrics,
and left it more vulnerable to potential downturns in the aircraft
sector or an increase in competitive pressures.

As the result of the proposed notes offering and the retirement of
the preferred stock, K&F Parent's leverage will increase slightly,
while cash flows will be essentially unaffected due to the
payment-in-kind (PIK) nature of interest payments specified in
these notes' indenture.  On a pro forma September 2004 basis,
estimated leverage will increase from about 6.5x debt/EBITDA to
almost 7x.

Estimated EBIT is still expected to cover cash interest expense by
about 2x, which is similar to coverage estimates before taking
these notes into account.  However, despite K&F Parents continued
high-consolidated debt levels, Moody's believes that the company
should continue to benefit from important operating strengths.
These include K&F Industries' position as one of the world's
leading sole source suppliers of aircraft wheels, brakes and
anti-skid systems, and aircraft fuel tanks, its large diversified
customer base, its technological expertise, and capable
management.

The Caa2 rating assigned to 's proposed $55 million notes, three
notches below the senior implied rating and one notch below K&F
Industries' existing senior subordinated notes, reflects the
structural subordination of these notes to $845 million of
committed debt issue by K&F Parent's principal operating company,
K&F Industries, Inc.  The existing K&F Industries debt is
guaranteed by all of the Company's subsidiaries, while the new
Senior PIK Notes will not be guaranteed by any of the Company's
subsidiaries.

Moreover, K&F Parent's ability to use cash from its operating
subsidiaries is quite limited.  Although the debt and the
preferred stock issued at K&F Parent are all PIK, the parent
company has the option make cash payments on the new Senior PIK
Notes should it decide to do so.  This optional demand on cash
from the operating subsidiaries is limited by covenant provisions
in the existing K&FI notes' indenture and senior secured credit
agreement.

K&F Industries' 9.625% senior subordinated notes have been
downgraded to Caa1 and are rated the same as K&F Industries'
recently-issued senior subordinated notes due 2014.  Despite the
same rating, the older subordinated notes carry a somewhat higher
level of risk, in Moody's opinion, as they have been weakened by
the removal of covenant protection resulting from the tender
process.  The need for a rating differential, often applied in
similar circumstances, is mitigated by the similar priority in
claim, the de-minimus remaining amount of these notes (less than
$600,000) outstanding.

The ratings that have been made definitive:

   -- K&F Industries Inc.:

      * $50 million senior secured revolving credit facility, due
        2010, at B2;

      * $480 million senior secured term loan B, due 2012, at B2

      * $315 million senior subordinated notes, due 2014, at Caa1

The ratings assigned are:

  -- K&F Parent, Inc.:

     * $55 million senior unsecured notes, due 2015, Caa2

     * Senior Implied rating of B2

     * Senior Unsecured Issuer rating of Caa2

The ratings downgraded are:

  -- K&F Industries Inc.:

     * $0.6 million 9.625% senior subordinated notes, due 2010, to
       Caa1 from B3

K&F Parent, Inc. is based in Los Angeles, California.  Through its
New York City --based wholly-owned operating subsidiary, K & F
Industries, Inc, the Company is a leading manufacturer of wheels,
brakes and brake control systems for commercial, general aviation
and military aircraft through its subsidiary Aircraft Braking
Systems Corporation.  In addition, the Company is the world's
leading manufacturer of flexible bladder-type fuel tanks for
aircraft through its subsidiary Engineered Fabrics Corporation.
2003 revenues totaled $343 million.


K&F PARENT: S&P Places B- Rating on $55 Million Senior PIK Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to K&F
Parent Inc.'s $55 million senior payment-in-kind -- PIK -- notes
due 2015 offered under Rule 144A with registration rights and its
'B+' corporate credit rating to the company.  At the same time,
Standard & Poor's affirmed its ratings, including the 'B+'
corporate credit rating, on K&F Industries, Inc., an indirect
wholly owned subsidiary of K&F Parent, which conducts all of its
business through K&F Industries.  The outlook is stable.  Proceeds
of the notes will be used to redeem a portion of senior PIK
preferred stock. Outstanding debt, pro forma for the notes, is
$850 million.

"The ratings on K&F Industries -- K&F -- reflect a heavy debt
burden, a very aggressive financial policy, modest scale of
operations (annual revenues about $350 million), and some
cyclicality," said Standard & Poor's credit analyst Roman Szuper.
Those factors are somewhat offset by the firm's defensible
positions in niche commercial and military aerospace markets and
efficient operations.  The ratings also incorporate an expectation
that the company will employ its generally predictable free cash
flow to reduce a high debt level.

In November 2004, Aurora Capital Group acquired K&F in a
transaction that doubled debt and deteriorated significantly most
credit protection measures.  Pro forma for the notes, debt to
adjusted EBITDA is at 7x, debt to capital 77%, and adjusted EBITDA
to cash interest 2.5x.

The Aurora acquisition is the third recapitalization of privately
held K&F since 1997.  However, steady debt reduction following
previous such transactions improved most credit statistics to
levels above average for the rating.

New York City-based K&F is a leading supplier of braking systems
-- wheels, steel and carbon brakes, and antiskid systems -- to the
aerospace industry.  Braking products (80%-85% of sales and a
higher percentage of profits) are on diverse civil and military
programs, with a focus on short-haul, high-cycle aircraft.  The
company is also the leader in the small global commercial and
military market for flexible bladder aircraft fuel tanks
(15%-20%).  A diversified customer base of more than 175 airlines,
airframe manufacturers, governments, and distributors, an
installed base of about 27,000 aircraft (including helicopters),
and predominantly sole-source contracts enhance stability.  A
focus on high-margin aftermarket business, coupled with an ability
to raise prices, enable K&F to maintain strong operating profit
margins in the 30%-35% range.

K&F's relatively steady free cash flow generation, improving
industry conditions, and management's commitment to debt reduction
should gradually improve the financial profile to a level
appropriate for the ratings.  Cash flow shortfalls, further
redemption of preferred stock with debt, or acquisitions would
delay anticipated strengthening of currently subpar credit
protection measures, which could warrant an outlook revision to
negative.  The outlook revision to positive is not likely in the
short term, but could be considered longer term if better than
expected operating performance is coupled with accelerated debt
reduction.


KAISER ALUMINUM: Settles Disputes with 3 U.S. Government Agencies
-----------------------------------------------------------------
The U.S. Department of Treasury, Internal Revenue Services allows
$1,635,077 in aggregate tax refund claimed by the Debtors pursuant
to its filed amended federal tax returns for years ending December
31, 1997, December 31, 2000, and December 31, 2001.

The IRS is prepared to pay the Debtors $1,635,077, plus any
interest, less an amount equal to any outstanding prepetition tax
assessment against the Debtors, which Holdback the IRS will hold
in administrative freeze pending the exercise of its set-off
rights against the allowed Aggregate Tax Refund Claim.

In October 2003, the Court approved a consent decree settling the
environmental claims of the United States, the States of
California, Rhode Island, and Washington, and the Puyallup Tribe
of Indians.  The Consent Decree granted:

   (i) the United States Department of Interior and the National
       Oceanic and Atmospheric Administration an allowed claim
       for $5,500,000; and

  (ii) the Environmental Protection Agency an allowed claim of
       $17,828,839, both against KACC.

Moreover, the Court granted the United States, on behalf of the
Bonneville Power Administration, a power marketing administration
within the Department of Energy, an allowed claim for $3,544,943,
for its claims arising under:

   (1) Bonneville's March 1998 service agreement for point-to-
       point transmission service with KACC; and

   (2) Bonneville's January 1978 lease agreement with KACC for
       the lease of certain transmission equipment.

In a Court-approved stipulation, the Debtors agreed to set off a
portion of a refund owed then by the Department of Homeland
Security, U.S. Customs and Border Protection, against the
Bonneville Claim, reducing that claim to $3,303,938.

The United States contends that it is entitled to set off the Tax
Refund against the Federal Agencies' Claims.

Accordingly, the Debtors and the Federal Agencies enter into a
stipulation to resolve their differences.

The parties agree that:

   (1) The automatic stay will be lifted to allow the Federal
       Agencies to set off the Tax Refund against the Federal
       Agencies' Claims:

       (a) One-half of the Tax Refund will be applied against the
           Bonneville Claim; and

       (b) The balance of the Tax Refund will be applied pro rata
           against the Department of Interior and National
           Oceanic Claim and the EPA Claim;

   (2) To effect the set-off, the Debtors will, upon receipt of
       the Tax Refund from the IRS, immediately remit payment of
       the Tax Refund to the United States by electronic funds
       transfer pursuant to instructions provided by the
       Department of Justice.  The Debtors agree and acknowledge
       that, notwithstanding their receipt of the Tax Refund from
       the IRS, they have no right, claim, or any interest in the
       Tax Refund nor will their receipt of the Tax Refund impair
       in any way the agreed set-off;

   (3) Within 30 days of the United States' receipt of the
       remittance of the Tax Refund, the Bonneville and the
       Environmental Agencies will provide the Debtors and their
       claims and noticing agent, Logan & Company, with the exact
       amounts by which the Bonneville Claim, the Department of
       Interior and National Oceanic Claim, and the EPA Claim
       were reduced by the set-off;

   (4) If the tax assessment is ultimately determined to be less
       than the Holdback, the stay will be lifted to permit the
       Federal Agencies to set off the difference between the
       assessment and the Holdback against the Federal Agencies'
       Claims similar in manner to the other contemplated set-
       offs;

   (5) The Debtors' rights under applicable law to contest the
       tax assessment or the amount of interest are preserved
       under the Stipulation; and

   (6) The Debtors will not alter, modify, or amend in any way
       any of the terms of the Stipulation through a plan or
       reorganization or otherwise.

The Debtors ask the Court to approve the Stipulation.

J. Christopher Kohn, Esq., Tracy J. Whitaker, Esq., and Matthew
Troy, attorneys at the Civil Division of the U.S. Department of
Justice in Washington D.C., represent Bonneville Power
Administration in the agreement.

The EPA is represented by Alan S. Tenenbaum, Esq., and Eric S.
Williams, trial attorneys at the Environmental Enforcement
Section, Environmental and Natural Resources Division of the U.S.
Department of Justice in Washington D.C.

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)


INTELLIGROUP INC: SEC Probes Financial Reporting Issues
-------------------------------------------------------
Intelligroup, Inc., a global provider of strategic IT outsourcing
services, provided an update regarding the status of its financial
reporting and further announced the commencement of a formal
investigation by the Securities Exchange Commission.

As previously disclosed, Intelligroup has been contacted by the
SEC regarding Intelligroup's intent to restate certain financial
statements.  On Jan. 28, 2005, Intelligroup received notice that
the SEC has commenced a formal investigation into these issues.
Intelligroup has and will continue to cooperate with the SEC in
this regard.

On Sept. 24, 2004, Intelligroup intends to restate its financial
statements for the years ending December 31, 2001, 2002 and 2003,
and for the quarter ended March 31, 2004.  In connection with the
expected restatement, Intelligroup has engaged its current
independent registered accounting firm to re-audit the financial
statements subject to the restatement.  Intelligroup intends to
report its audited, restated financial results as soon as possible
following the conclusion of the re-audit.  Notwithstanding, the
Company expects to have preliminary, unaudited financial results
for the quarters ending June 30, 2004, September 30, 2004 and
December 31, 2004 in the near future and intend to report certain
financial metrics, such as revenue and net income, in relation to
these periods following the finalization of such results.

On Nov. 1, 2004, the Company disclosed the appointment of J.H.
Cohn LLP as the Company's independent registered public accounting
firm effective immediately, following the resignation of Deloitte
& Touche LLP.

J.H. Cohn will begin its work with the review of the Company's
interim financial information for the quarter ended June 30, 2004.
Deloitte & Touche LLP recently informed the Company that its
previously announced intention to resign was effective
immediately.  As previously disclosed, Deloitte's decision to
resign was not the result of any disagreements between the Company
and Deloitte on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure.

                        About the Company

Intelligroup, Inc. -- http://www.intelligroup.com/-- is an
information technology services strategic outsourcing partner to
the world's largest companies.  Intelligroup develops, implements
and supports information technology solutions for global
corporations and public sector organizations.  The Company's
onsite/offshore delivery model has enabled hundreds of customers
to accelerate results and significantly reduce costs.  With
extensive expertise in industry-specific enterprise solutions,
Intelligroup has earned a reputation for consistently exceeding
client expectations.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 28, the
Company is in default under its revolving credit facility as a
result of the failure to file its Form 10-Q for the 2004 second
quarter in a timely manner, and expects it would also be in
default under certain financial covenants based on likely second
quarter results.  The Company is working with its senior lender to
obtain waivers for such defaults.  Although the Company believes
at this time that it will obtain waivers of these defaults from
the lender under its revolving credit facility, if the Company
cannot obtain such waivers, the indebtedness outstanding under its
revolving credit facility could be accelerated.


LAIDLAW INT'L: Presents 2005 Initiatives to Select Investors
------------------------------------------------------------
On January 13 and 14, 2005, Douglas Carty, Senior Vice-President
and Chief Financial Officer of Laidlaw International, Inc., and
other members of management presented a review of Laidlaw's
strategic initiatives and financial condition to certain
investors.

The names of these investors weren't identified.

The visual presentation is available from the Securities and
Exchange Commission at no charge at:

http://www.sec.gov/Archives/edgar/data/737874/000095012405000173/c91138exv99w1.htm

Among others, management put emphasis on the sale of the
Healthcare companies.  Management believes the sale will bring
value to the company, reduce complexity and strengthen the
balance sheet.

The sale will net Laidlaw $775 million in cash, after fees and
debt assumption.  Laidlaw will use the sale proceeds to pay the
$573 million Term B facility as well as buy back 3.8 million
shares.

Laidlaw, management says, will focus on its transportation
operations and continue to seek opportunities for margin
improvement.  Management plans to expand margins for Laidlaw
Education Services by 300 to 400 bps over the next three to four
years through:

   -- contract rationalization;
   -- centralization of administrative services;
   -- technology deployment to reduce operating costs; and
   -- clustering of regional operations.

Management wants to achieve sustainable profitability for
Greyhound Lines, Inc.  To do this, management will simplify
Greyhound's network based on yield -- eliminating unprofitable
and marginally profitable routes -- broaden customer appeal and
enhance package delivery services.

As to Laidlaw Transit Services, management plans to build
revenue, lower unit costs and maintain strong safety record.

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.


LAND O'LAKES: Posts $11.9 Million Net Loss in Fourth Quarter
------------------------------------------------------------
Land O'Lakes, Inc., reported 2004 net earnings of $20.1 million,
as compared to $82.0 million for 2003.  Company officials
indicated that 2004 earnings were affected by non- cash pretax
charges of approximately $23 million related to unrealized hedging
losses and a $36.5 million impairment against its investment in CF
Industries, Inc., a fertilizer manufacturer.  Factoring out those
non-cash adjustments, the company reported strong operating
performance in nearly all its businesses.

Excluding unrealized hedging, impairments, litigation benefits and
restructuring charges, 2004 pretax earnings were $84.8 million,
versus comparable results of $66.7 million in 2003.

For the fourth quarter, Land O'Lakes reported a net loss of $11.9
million, as compared to net earnings of $39.1 million for the
fourth quarter of 2003. Excluding unrealized hedging, impairments,
litigation benefits and restructuring charges, fourth quarter
pretax earnings were $27.1 million in 2004, versus comparable
results of $39.9 million in 2003.

Earnings Before Interest, Taxes, Depreciation and Amortization
(EBITDA) exceeded company guidance. EBITDA was $91.9 million for
the quarter and $227.5 million for the year.

Year-end sales totaled $7.7 billion, a 22-percent increase over
2003 sales of $6.3 billion. Fourth quarter sales of $1.9 billion
represented a 1-percent increase over the fourth quarter of 2003.

The company also reported continued progress against its key
strategic initiatives of paying down debt and building balance
sheet strength; portfolio management; and building its branded
businesses.

                      Strategic Initiatives

Paying down debt/building balance sheet strength

Land O'Lakes made prepayments on term debt totaling $127 million
in 2004, of which $100 million was related to the establishment of
a new, three-year receivables securitization facility in March.
Nothing was drawn on the securitization facility at year-end.
While Land O'Lakes has no significant term debt payments due until
2008, company officials indicated a continued commitment to
accelerated debt reduction and expressed their intention to make a
$50 million prepayment of term debt later this month.

The company ended the year with an improved long-term debt to
capital ratio and strong liquidity ($391 million in cash-on-hand
and unused borrowing authority).

Proactive portfolio management

The company reported progress on several key portfolio initiatives
in 2004 including reducing its exposure to market risk in the
Swine business. Company officials indicated they anticipate
completing the sale of substantially all of its swine production
assets during 2005. Accordingly, the swine division will be
recorded in the company's financial statements as a discontinued
operation from this point forward.

The company also reported the sale of $10.8 million in non-core or
non- strategic assets in the fourth quarter, bringing full-year
cash raised from such divestitures to $31.9 million.

Building branded businesses

The company reported positive performance in its branded and
proprietary businesses and products lines, including the LAND O
LAKES brand in Dairy Foods, Feed and Eggs; the Purina brand in
Feed; CROPLAN GENETICS in Seed; and AgriSolutions in Agronomy.

Dairy Foods

Dairy Foods reported $28.1 million in pretax earnings for the
fourth quarter and $16.5 million for the year, as compared to
2003's pretax earnings of $22.6 million for the fourth quarter and
$3.6 million for the year. Dairy Foods reported sales of $1.06
billion for the quarter and $4.0 billion for the year, as compared
to $887.7 million and $3.0 billion in 2003.

The earnings improvement was driven primarily by positive
performance in the Value Added side of the business. The company,
for example, reported strong earnings in its core Branded Butter,
Spreads and Deli Cheese categories.

While the company continued to face significant challenges in its
Industrial (manufacturing) operations, progress was made in
reducing costs and adjusting product mix, resulting in improved
financial results in this category, particularly in the Upper
Midwest and West.

The company also completed the Phase II expansion of its Cheese
and Protein International (CPI) joint venture cheese and whey
processing facility on time and on budget. This expansion should
reduce per-unit cost and improve profitability at the West Coast
facility.

Feed

Feed reported fourth quarter pretax earnings of $13.9 million and
a full- year pretax loss of $7.3 million, as compared to pretax
earnings of $21.4 million and $46.4 million, respectively, in
2003. Feed earnings in 2004 included an unrealized hedging loss of
$13.6 million and $5.5 million in litigation settlement gains,
while 2003 earnings included an unrealized hedging gain of $11.8
million and $22.4 million in litigation settlement gains.

Feed sales were $603.4 million for the quarter and $2.6 billion
for the year, as compared to $682.2 million for the quarter and
$2.5 billion for the full year in 2003.

Feed faced notable challenges in the livestock/commodity area,
driven by competitive pressures, increased energy, transportation
and ingredient costs, and ongoing market volatility and
restructuring in the swine and dairy industries. Overall,
livestock feed volume was down 2%. Lifestyle Feed volume was
strong, up 10% from one year ago, with particularly positive
performance in companion animal and horse feeds.

Seed

Seed continued strong performance in 2004, with full-year pretax
earnings of $15.8 million, versus $11.6 million for 2003. For the
fourth quarter, Seed reported $2.0 million in pretax earnings, as
compared to a $2.3 million loss in fourth quarter 2003. Seed sales
were $115.2 million for the fourth quarter and $538.4 million for
the full year, as compared to 2003's $129.8 million and $479.3
million, respectively.

Volume improvements, particularly in corn; the growth of the
CROPLAN GENETICS brand; and the strength of the local cooperative
distribution system all contributed to Seed's performance.

Layers/Eggs

The company participates in the Layers/Eggs industry through its
Moark joint venture. In this segment, year-end pretax earnings
totaled $21.0 million, compared to $33.4 million in 2003. For the
fourth quarter, the Company reported a $6.0 million loss, as
compared to pretax earnings of $24.3 million in the same quarter
one year ago.

Contributing to the earnings decline were a 3 cents/dozen drop in
average egg prices and a 5 cents/dozen increase in feed costs
year-over-year.

Sales for the year were $541.3 million, with fourth quarter sales
of $111.4 million. This compared to consolidated sales of $317.8
million for 2003, and $175.7 million for the fourth quarter of
last year. This is the first full year in which Moark sales were
included in Land O'Lakes financial statements. Because
consolidation began in July 2003, only half-year of Moark's sales
were included in Land O'Lakes 2003 financials. Full-year sales for
Moark were $552 million in 2003.

Agronomy

Land O'Lakes conducts its Agronomy business primarily through the
Agriliance joint venture, in which Land O'Lakes holds 50-percent
interest. The company reported a $16.7 million pretax loss in
Agronomy for the year, as compared to $13.2 million in Agronomy
pretax earnings in 2003. The 2004 loss was the result of a $36.5
million non-cash impairment charge related to the company's $249.5
million investment in CF Industries (fertilizer manufacturing).

For the quarter, the company reported a $46.3 million loss in
Agronomy, as opposed to a $14.6 million loss for the fourth
quarter of 2003. Again, the CF Industries impairment was recorded
in the fourth quarter.

                        About the Company

Land O'Lakes is a national, farmer-owned food and agricultural
cooperative, with annual sales of more than $7 billion. Land
O'Lakes does business in all 50 states and more than 50 countries.
It is a leading marketer of a full line of dairy-based consumer,
foodservice and food ingredient products across the United States;
serves its international customers with a variety of food and
animal feed ingredients; and provides farmers and local
cooperatives with an extensive line of agricultural supplies
(feed, seed, crop nutrients and crop protection products) and
services.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2004,
Moody's Investors Service upgraded Land O'Lakes' speculative grade
liquidity rating to SGL-3 from SGL-4 and affirmed the company's B2
senior implied rating with a negative outlook.

The SGL upgrade reflects Moody's expectation that cash flow
generation over the next twelve months will be at levels that are
likely to cover capital spending, member payments, and required
debt amortization, though the company may need to access external
funds on an interim basis during the twelve months to cover
working capital needs.

The SGL upgrade also takes into account that Land O' Lakes'
refinancing transactions earlier this year reduced required term
loan amortization to a low level through 2008 and adjusted
financial covenants to levels that provide adequate cushion for
lower than expected earnings.

Land O'Lakes has adequate unused availability under its committed
revolver and receivables securitization facilities, which have
been extended to January 2007.


LAS VEGAS SANDS: Prices $250 Million Private Debt Offering
----------------------------------------------------------
Las Vegas Sands Corp. (NYSE: LVS) has priced an offering of
$250 million in aggregate principal amount of senior notes due
2015 in a private offering under Rule 144A of the Securities Act
of 1933.  The senior notes will carry a coupon of 6.375%.  The
price to investors will be 99.089% resulting in a yield to
maturity of 6.5%.  This represents a spread of 233 basis points
over the applicable U.S. treasury yield.

In conjunction with the offering, the company's operating
subsidiaries, Las Vegas Sands, Inc., and Venetian Casino Resort,
LLC, intend to enter into a $1.570 billion amended and restated
senior secured credit facility, consisting of a $1.065 billion
funded term loan, a $105 million delayed-draw term loan and a $400
million revolving credit facility.  The amended credit facility is
expected to include additional term loan borrowings of $400
million, increase the revolving credit facility by $275 million
and include revised covenants to provide greater flexibility.

Las Vegas Sands Corp. intends to use the net proceeds of the
offering and the $400 million of additional term loan borrowings
under the amended credit facility to retire the outstanding 11%
mortgage notes due 2010 of Las Vegas Sands, Inc. and Venetian
Casino Resort, LLC.  The proceeds from the offering will be
deposited in an escrow account and released upon satisfaction of
certain financing conditions, including the closing of the amended
and restated senior secured credit facility.  The offering of
senior notes and the amended and restated senior secured credit
facility are expected to close in February 2005.  The company
expects to realize significant reductions in interest expense as a
result of these transactions.

The offering of senior notes will not be registered under the
Securities Act of 1933, as amended, and the senior notes may not
be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act.

                        About the Company

Las Vegas Sands Corp. is a hotel, gaming, resort and
exhibition/convention company headquartered in Las Vegas, Nevada.
The company owns The Venetian Resort Hotel Casino and the Sands
Expo and Convention Center, where it hosts exhibitions and
conventions, in Las Vegas and the Sands Macao in the People's
Republic of China Special Administrative Region of Macau.  The
company is also developing additional casino hotel resort
properties in Macau, including the Macao Venetian Casino Resort.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 3, 2005,
Moody's Investors Service assigned a B2 rating to Las Vegas Sands
Corp.'s (NYSE:LVS) proposed $250 million senior unsecured notes
due 2015. Moody's also assigned a B1 senior implied rating, B3
long-term issuer rating, positive ratings outlook, and SGL-3
speculative grade liquidity rating.

Las Vegas Sands Corp. is a holding company that owns 100% of Las
Vegas Sands, Inc. Las Vegas Sands Corp. completed an initial
public offering of its common stock in December 2004.

Moody's also assigned a B1 rating to Las Vegas Sands, Inc.'s and
Venetian Casino Resorts, LLC's (the Restricted Group) proposed
$400 million senior secured term loan B add-on and $275 million
senior secured revolving credit facility availability add-on.
Existing Restricted Group ratings were confirmed.

Once the transaction closes, the Restricted Group's B1 senior
implied, B3 long-term issuer, and speculative grade liquidity
ratings will be withdrawn. Although these ratings will be located
at the highest rated entity, once the new transactions close,
Moody's ratings and analysis will continue to reflect the credit
profile and financing structure of the Restricted Group.

The ratings reflect the Restricted Group's continued operating and
financial improvements, favorable outlook for the Las Vegas Strip,
successful expansion efforts to date, and good risk/reward profile
of the $1.6 billion Palazzo Casino Resort (Phase II) development
which should further enhance the competitive position and overall
asset quality of the Company. The ratings also reflect the
popularity and quality of Venetian's casino property and the
position of Las Vegas as one of the largest entertainment markets
and trade show destinations in the U.S.


MD BEAUTY: S&P Junks Planned $57 Million Second Priority Facility
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B' corporate credit
rating to MD Beauty, Inc.

In addition, a 'B' rating and '4' recovery rating were assigned to
MD Beauty's planned $165 million first priority lien bank
facility, indicating an expected marginal recovery of principal
(25% to 50%) in the event of a payment default.  A 'CCC+' rating
and '5' recovery rating were also assigned to MD Beauty's planned
$57 million second priority lien bank facility, indicating an
expectation of negligible recovery of principal (0% to 25%) in the
event of a payment default.  The outlook is stable.

Proceeds from the $222 million of total bank facilities will be
used to pay a dividend to all existing shareholders including
Berkshire Partners and JH Partners, and to refinance the company's
existing debt.

"The ratings on MD Beauty reflect its narrow product focus and
participation in the highly competitive and fragmented cosmetics
industry, relatively small sales and earnings base, and the risks
associated with expanding and upgrading its operating platforms,"
said Standard & Poor's credit analyst Patrick Jeffrey.  The
company has shown significant sales growth and operating
improvement during the past two years, and maintains good brand
loyalty in its niche health beauty and cosmeceutical segments.


MD BEAUTY: Moody's Puts B2 Rating on First Lien Credit Facilities
-----------------------------------------------------------------
Moody's Investors Service assigned a first-time B2 senior implied
rating to MD Beauty, Inc., and rated the Company's proposed first-
lien credit facilities B2 and the second-lien credit facilities
B3.  Proceeds from the debt transaction will refinance existing
debt and fund a sizeable dividend to existing shareholders.

MD Beauty is majority owned by Berkshire Partners and JH Partners,
following Berkshire's and JH's investments in the partially debt-
financed recapitalization of MD Beauty in May 2004.  The rating
outlook is stable.

The ratings assigned are:

   * Senior implied rating B2;

   * $15 million senior secured first-lien revolving credit
     facility due 2011, B2;

   * $150 million senior secured first-lien term loan facility due
     2012, B2;

   * $57 million senior secured second-lien term loan facility due
     2013, B3;

   * Senior unsecured issuer rating, Caa1.

The ratings are restrained by the significant debt levels being
assumed for non-productive purposes, which is concerning given the
company's limited track record at current earnings levels and the
risks associated with its high growth, possible competitive
threats, and operational transitions.  The debt load being assumed
heightens the company's need to maintain its increased profit
levels and generate strong cash flow.

Despite its success, MD Beauty still possesses limited scale in a
$31.1 billion cosmetics and toiletries industry in the US that is
characterized by significant competition due to low entry
barriers, well-resourced companies, like Estee Lauder and L'Oreal,
and numerous niche or faddish brands.  Moody's ratings reflect the
risk of depending upon only two primary brands, Bare Escentuals
and MD Formulations.

The ratings also recognize that MD Beauty's past success has been
positively impacted by the CEO's marketing expertise, as well as
her ability and willingness to act as a spokesperson to drive
purchases and customer loyalty through regular appearances on QVC,
in infomercials and at other company sponsored events. Moody's
believes her continued involvement will be a key factor in the
company's performance.

The ratings and stable outlook are supported by the Company's
impressive growth momentum and success in establishing a leading
position and strong customer loyalty in fast growing niche
segments of the cosmetics and skin care categories, particularly
with its mineral-based cosmetics brand (Bare Escentuals) and its
first-to-market glycolic acid skin care brand (MD Formulations).

Moody's recognizes that MD Beauty's products are well-positioned
relative to the growing interest in natural personal care
products, and its marketing campaigns have resonated with
consumers, with QVC and infomercials driving consumer education
and loyalty.  In addition, they serve as profitable advertising
vehicles to drive sales in other channels.  Faddish risks are
modestly offset by the consumable nature of its products, with
strong repeat purchase activity and increased interest in
automatic replenishment programs.

Notwithstanding potential cannibalization, service and pricing
pressures, MD Beauty's sales diversification strategy is sensible
and recent hires possess relevant experience and talent to
execute. Moody's expects that MD Beauty will continue to benefit
from new store openings by wholesalers, Ulta and Sephora and from
new retail opportunities with department stores such as
Nordstrom's.  Additional opportunities include further cross-
selling its complementary brands and in growing international
sales.

Over the coming year, Moody's does not anticipate rating changes.
However, Moody's could consider a positive outlook change if
management successfully builds upon the recent operational
performance to a degree that allows for rapid deleveraging.

The establishment of a longer track record at current
profitability levels, more diversified mix of products, brands and
distributional channels, and sustained deleveraging over the long-
term could result in a ratings upgrade.  Conversely, negative
rating actions could be possible through the realization of
identified risks resulting in weakened profit levels and impaired
debt reduction capability.

The first-lien senior secured credit facilities are rated at the
Senior Implied level due to their significant position in the pro
forma debt structure and the fact that tangible asset support is
not expected to fully cover borrowings in a distressed scenario.
Moody's recognizes that the brands could provide intangible asset
coverage, but that values are likely to trend with operating
performance.

Similarly, while Moody's recognizes the effective subordination of
the second-lien facility, Moody's does not believe that the
difference in recovery prospects for the two liens warrants more
than a 1-notch differential, given the weak tangible asset base
and the potential for significant enterprise value erosion in a
distress scenario.

Proceeds from a $15 million debt issuance by MD Beauty's parent
will supplement the dividend to the sponsors Although the
additional debt is not a contractual obligation of MDB, Moody's
recognizes the effectively increased debt burden, given the
parent's sole reliance on MDB to meet this rapidly accreting
holding company obligation.

However, the ratings also recognize important protections for MDB
creditors including the modest size and PIK interest nature of the
holdco debt; the long-dated maturity (beyond that of the rated
facilities); and the expectation that the restricted payments
provisions in the senior secured credit agreements and the terms
of the subordination agreement will substantially prohibit MDB's
ability to pay dividends to its parent prior to the full repayment
of the senior secured facilities.

MD Beauty, Inc. with headquarters in San Francisco, California, is
a leading marketer of cosmetics and skin products, under the Bare
Escentuals and MD Formulations brands.


METRIS SECURED: Moody's Puts Ba2 Rating on $52 Mil. Secured Notes
-----------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 rating to the
newly-created Class D Notes issued out of the existing issuance
vehicle, Metris Secured Note Trust 2004-2

The complete rating actions is:

   * Issuer: Metris Secured Note Trust 2004-2

   * $52,800,000 Floating Rate Secured Notes, Class D, rated Ba2

The Ba2 rating is based on the quality of the underlying pool of
credit card receivables, the transaction's legal and structural
protections, and the ability of Direct Merchants Credit Card Bank
as originator of the credit card accounts and servicer of the
receivables.

The Class D Notes are subordinate to the previously issued Baa2-
rated Class C Notes (f.k.a. "Secured Notes") as well as the Class
A, Class M and Class B certificates issued out of the related
Metris Master Trust.  The legal and structural enhancements
include early amortization triggers, subordination of 13.5% of
excess collateral and subordinate rights to a spread account.

The Class D Notes carry a One-Month LIBOR-based floating rate
coupon.  Unlike most other credit card asset-backed transactions,
payment of interest on the Class D Notes is subordinate to the
loss allocation for all of the more senior classes of notes, among
other things, thereby increasing the risk that available cashflows
may not be sufficient to pay interest on the Class D Notes.

To mitigate this risk, a Class D Note Reserve Account has been
established, initially funded at $9,088,200, which may be drawn
upon to cover any shortfalls in available cashflows to meet future
Class D coupon obligations.  Furthermore, the structure requires
that this reserve account be replenished from available cashflows,
if any, on a monthly basis up to an amount deemed to be sufficient
to cover a 30-month interest period.

The Class D Notes have an expected principal payment date of
October 20, 2006 and a legal maturity date of October 20, 2010.
Moody's rating addresses the likelihood of interest payments being
made when due and the return of principal by the legal maturity
date, not the expected principal payment date.

Direct Merchants Credit Card Bank, National Association -- DMCCB,
the originator of the credit card accounts and servicer of the
Metris Master Trust receivables, is a subsidiary of Metris
Companies, Inc.  Metris Companies is an information-based direct
marketer of consumer credit products, fee-based services and
extended service plans, primarily to moderate-income consumers
with limited or higher risk credit histories.

The outstanding long-term senior unsecured debt of MCI is rated
Caa2. DMCCB has a Ba3 long-term deposit rating and a bank
financial strength rating of D-.  All the ratings carry a positive
outlook and are currently on review for possible upgrade.

A New Issue Report for the Metris Master Trust Series 2004-2
securities will be available at http://www.moodys.com/


MOHEGAN TRIBAL: S&P Rates Proposed $200M Sr. Unsec. Notes at BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
the Mohegan Tribal Gaming Authority's -- MTGA -- proposed
$200 million senior unsecured notes due 2013.

At the same time, Standard & Poor's assigned its 'B+' rating to
MTGA's proposed $200 million senior subordinated notes due 2015.
In addition, Standard & Poor's affirmed its ratings on MTGA,
including its 'BB' corporate credit rating.  The outlook is
stable.

Pro forma for these transactions, MTGA had approximately
$1.4 billion in debt outstanding, including approximately
$115 million of tax-exempt Tribal debt that is serviced via a
priority distribution from casino cash flow, at Dec. 31, 2004.
MTGA was formed to own and operate the Mohegan Sun casino.

Net proceeds from these transactions will be used to repay amounts
outstanding under its bank credit facility, $280 million of which
related to the acquisition of the Pocono Downs racetrack.

On Jan. 25, 2004, MTGA acquired the Pocono Downs racetrack from
Penn National Gaming for $280 million.  MTGA expects to spend up
to $225 million to build-out the racetrack for the planned
installation of up to 3,000 slot machines at the facility and pay
a one-time fee to the state.  "Cash flow generation from
Pennsylvania somewhat offsets longer-term concerns with increased
competition, however, given the size of the investment, we believe
MTGA will be challenged to achieve a favorable return on its
investment in the first year," said Standard & Poor's credit
analyst Peggy Hwan.


MOONLIGHT HOSPITALITY: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Moonlight Hospitality, LLC
        dba Quality Inn & Suites
        fka Sunrise Hospitality, LLC
        2401 Brick Church Park
        Nashville, Tennessee 37207

Bankruptcy Case No.: 05-01319

Type of Business: The Debtor operates an inn.

Chapter 11 Petition Date: February 3, 2005

Court: Middle District of Tennessee (Nashville)

Judge: George C. Paine

Debtor's Counsel: Robert James Gonzales, Esq.
                  Mendes & Gonzales PLLC
                  120 30th Avenue North Suite 1000
                  Nashville, TN 37203
                  Tel: 615-846-8000
                  Fax: 615-846-9000

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


MORTGAGE CAPITAL: S&P Places Low-B Ratings on Three Cert. Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on classes
D, E, F, H, J, K, and L of Mortgage Capital Funding Inc.'s
commercial mortgage pass-through certificates from series
1998-MC1. Concurrently, all other outstanding ratings are
affirmed.

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

As of January 2005, the trust collateral consisted of 207
commercial mortgages with an outstanding balance of
$1.027 billion, down 20.66% since issuance.  To date, there have
been nine realized losses totaling $19.12 million (1.48% of the
initial pool balance).  The master servicer, GMAC Commercial
Mortgage Corp. -- GMACCM, reported full-year 2003 net cash flow
-- NCF -- debt service coverage ratios -- DSCRs -- for 94.1% of
the pool, including five loans totaling $25.1 million, or 2.69% of
the pool, which have been defeased.  Based on this information and
excluding defeasance, Standard & Poor's calculated the weighted
average DSCR for the pool at 1.40x, which is slightly slightly
from 1.37x at issuance.

The current weighted average DSCR for the top 10 loans, which
comprises 26.7% of the pool, is 1.36x, compared to 1.32x at
issuance.  DSCRs for six of the top 10 loans have weakened since
issuance.  The third-, fourth-, and 10th-largest loans appear on
the watchlist for lower DSCRs and decreases in occupancy.  The
third-largest loan, Montgomery Park, is secured by an office
building in Portland, Oregon that has suffered a decline in
occupancy to 72% as of December 2004 due to a softer office
market.  The fourth-largest loan is secured by a multifamily
property in Buffalo Grove, Illinois.  Property income has declined
due to a soft rental market, and DSCR has fallen to 1.08x as of
Sept. 30, 2004, from 1.22x at issuance.  The 10th-largest loan,
Town Square Shopping Center, is located in Roanoke, Virginia and
is watchlisted due to a decrease in occupancy to 73% as of
September 2004.  The most recently reported DSCR, as of
Sept. 30, 2004, improved to 1.22x from 1.0x year-end 2003.
Property inspection reports provided by GMACCM for the top 10
loans noted all of the properties to be in at least good overall
condition.

Three loans totaling $21.56 million, or 2.1%, were reported as
delinquent as of the January 2004 distribution.  One loan for
$5.4 million, 0.53%, is 30 days delinquent.  One loan for
$6.6 million, 0.64%, has matured and been transferred to the
special servicer, ARCap Servicing, Inc. -- ARCap.  ARCap expects a
full payoff shortly of the matured loan.  The other two delinquent
loans are with ARCap, and are discussed below:

     -- The largest specially serviced asset, Shops at Sterling
        Pond I, is REO and has a current balance of $10.78 million
        and a total exposure of $10.95 million (1.05%, $38 per sq.
        ft.).  It is composed of two single-tenant retail
        buildings totaling 283,000-sq.-ft. located in Sterling
        Heights, Michigan that were formerly occupied by a Kmart
        and a Builders Square, both of which are now vacant.  A
        May 2004 appraisal valued both buildings as is at
        $11.2 million.  ARCap is marketing the properties and has
        received expressions of interest on both buildings.

     -- King James Office Buildings has a balance of $5.3 million
        and a total exposure of $6.8 million (0.52%, $46 per sq.
        ft.) and is secured by two four-story suburban office
        buildings totaling 167,000 sq. ft. in Westlake, Ohio near
        Cleveland.  Occupancy has fallen at both buildings but a
        receiver is in place.  A Sept. 2004 appraisal valued both
        buildings as is at $7.88 million.  ARCap is pursuing
        foreclosure.

The servicer's watchlist includes 57 loans totaling
$306.9 million, or 29.9%.  The loans are on the watchlist due to
low occupancies, DSCRs, or upcoming lease expirations, and were
stressed accordingly by Standard & Poor's.

The pool has geographic concentrations greater than 5% in:

            * California (13.9%),
            * Texas (12.0%),
            * Oregon (9.5%),
            * Florida (8.1%),
            * New York (6.3%), and
            * Illinois (5.3%).

Property type concentrations greater than 5% include:

            * retail (33.0%),
            * multifamily (29.6%),
            * office (25.1%), and
            * lodging (6.4%).

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

                           Ratings Raised

                   Mortgage Capital Funding, Inc.
      Commercial Mortgage Pass-Thru Certs. Series 1998-MC1

                   Rating
        Class   To       From      Credit Enhancement (%)
        -----   --       ----      ----------------------
        D       AAA      AA+                     25.23
        E       AA+      A+                      18.93
        F       AA       A                       17.67
        H       BBB-     BB+                      8.85
        J       BB+      BB                       7.59
        K       BB       BB-                      6.33
        L       B+       B                        3.18

                          Ratings Affirmed

                   Mortgage Capital Funding, Inc.
      Commercial Mortgage Pass-Thru Certs. Series 1998-MC1

            Class   Rating   Credit Enhancement (%)
            -----   ------   ----------------------
            A-2     AAA                      38.47
            B       AAA                      33.42
            C       AAA                      26.49
            X       AAA                        N/A


NDCHEALTH: Likely Default Prompts S&P to Junk Ratings
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate and
senior secured credit ratings on NDC Health to 'CCC' from 'B-',
and its subordinated debt rating from 'CCC' to 'CC'.  The ratings
remain on CreditWatch, with developing implications.

"This action follows the company's announcement that it received
notice from holders of its senior subordinated notes that its
delay in filing its Form 10-Q for the quarter ended Nov. 26, 2004,
constitutes a default under the notes," said Standard & Poor's
credit analyst Lucy Patricola.  This notice initiates a 60-day
cure period, which will expire on March 21, 2005, at which point
the bondholders can exercise their rights to declare the bonds in
default, including accelerated payment.  The company also
announced that the scope of review that caused the initial filing
delay has widened to other services within their Information
Services unit.  Any restatements resulting from the review would
be non-cash in nature and reflect revenue recognition policies.

The downgrade reflects heightened concerns regarding the filing
delays because of the expanded scope of review and the default
notice filed by holders of the subordinated notes.

Standard & Poor's will monitor the company's progress in filing
its statements, any further actions taken by its other creditors,
and ongoing operating trends to determine the final impact on the
rating.  Should statements be filed during the cure period,
without substantial restatements, and no further creditor actions
are taken, the corporate and senior ratings could be raised back
into the 'B' category.  If the company is unable to file by the
end of the cure period, the creditors could accelerate the debt.

                           *   *   *

NDCHealth Corporation (NYSE: NDC) has $200,000,000 of 10-1/2%
Senior Subordinated Notes Due 2012 outstanding.  Mary A. Bernard,
Esq., at King & Spalding LLP, in New York, provided the company
with legal advice in connection with an Exchange Offer involving
the 10-1/2% Notes in 2003.

In October 2004 NDCHealth Corporation identified certain practices
regarding the exchange of physician software inventory held by the
Company's value-added resellers that were inconsistent with
Company policies. Following a thorough review and analysis, and
after discussion with the Company's independent accountants, on
January 4, 2005 the Audit Committee of the Board of Directors
determined it is appropriate to restate prior-period results
beginning with its fiscal year ended May 31, 2002 through the
first quarter of fiscal year 2005 ended August 27, 2004. The
restatement will also include other identified adjustments from
prior periods.  NDCHealth is delinquent in its SEC reporting.

At August 27, 2004, Atlanta-based NDCHealth's balance sheet showed
$792 million in assets and $327 million of positive shareholder
equity.  NDCHealth is a leading provider of healthcare claims
transaction processing in terms of the number of electronic
transactions processed and the number of pharmaceutical
manufacturer customers and related value-added services for
pharmacies, hospitals and physicians and a leading provider of
market research information for pharmaceutical manufacturers based
on the number of customers.  NDC processed over 2.5 billion
electronic healthcare transactions in fiscal 2002 and over 3
billion in fiscal 2003.  The company provides information services
to more than 100 pharmaceutical manufacturers in the U.S., the
United Kingdom and Germany.  NDC believes it is the only
comprehensive provider of both transaction processing services and
market research information in the healthcare industry.


NOMURA ASSET: S&P Lifts Ratings on Class B-2 Certificates to BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on class B-2
of Nomura Asset Securities Corp.'s commercial mortgage
pass-through certificates from series 1996-MDV, and affirmed its
ratings on three other classes from the same transaction.

The raised rating reflects the fact that 82% of the loan pool
balance has now been defeased.  Five of the nine remaining loans
in this fixed-rate, large loan pool are fully defeased.  Two other
loans are partially defeased.  The most recent defeasance was of
the second largest loan in the pool, Marriott Residence Inn II
pool (representing 20% of the total pool balance), which was fully
defeased in November 2004.  In early January 2005, the Shaner
Flexible Note, with a balance of $24.4 million, was paid off.
Combined with the payoff of the First Industrial pool loan in
November 2003 and amortization of eight of the nine remaining
loans, the pool balance has been reduced by 15% since issuance.

The two loans that have been partially defeased include:

   -- The HGI loan pool loan, which represents 9% of the total
loan pool.  Four retail outlet centers originally secured this
loan.  The largest property, located in Kenosha, Wisconsin, was
released through partial defeasance of the loan in August 2003.
Net cash flow -- NCF -- for the full year 2003 for the three
non-defeased properties has declined by 22% since issuance.  As a
result, the debt service coverage ratio -- DSCR -- has declined to
1.63x for the year ended Dec. 31, 2003 from 1.73x at issuance.
This trend continued as DSCR for the first nine months of 2004
declined further to 1.42x.  In addition, 68% of the leased space
in the three centers is rolling before the loan's maturity in
March 2006; and

   -- The AEW/Shaner Hotels loan, which represents 9% of the total
loan pool.  Thirty-five hotels located in 14 states initially
secured this loan.  Twenty-five of the properties with current
allocated loan amounts totaling $35.9 million have since been
defeased.  NCF for the 10 non-defeased hotels for the year ended
Dec. 31, 2003 has decreased by 54% since issuance.  As a result,
DSCR has declined to 1.71x for the same period from 1.91x at
issuance.

The two non-defeased loans include:

   -- The Buena Vista Palace property loan, which represents 4% of
the total loan pool.  This loan is secured by a ground leasehold
interest in the Buena Vista Palace Hotel (now known as the Wyndham
Palace Hotel), a 1,014-room convention-type hotel just outside
Disney World in Orlando, Florida.  The property has rebounded
nicely since 2001 to the point where NCF for the year ended
Dec. 31, 2003, was 24% above its level at issuance, and DSCR
increased to 2.26x from 1.42x for the same period.  The positive
trend has continued, as DSCR was 2.73x for the first nine months
of 2004; and

   -- The InnKeepers pool loan, which represents 4% of the total
loan pool.  Eight Marriott Residence Inns secure the loan, with a
current balance of $25.4 million.  While NCF was 25% below its
level at issuance for the year ended Dec. 31, 2003, annualized NCF
for the first nine months of 2004 was 32% above 2003 full year
results.  As a result, DSCR, while still down from 3.03x at
issuance, has rebounded to 2.40x for the first nine months of 2004
from 2.14x for full year 2003.  The overall performance of this
property pool has been impacted by the decline in performance of
the three properties located in the Silicon Valley.

The overall operating performance of the non-defeased portion of
the loan pool has declined since issuance. NCF for the year ended
Dec. 31, 2003, for the non-defeased portion has decreased by 16%
since issuance.  Additionally, the remaining non-defeased portion
of the loan pool exhibits a heavy concentration in lodging, with
this property type representing 73% of the remaining non-defeased
loan balance.

Of the nine remaining loans, six loans have an effective maturity
in March 2006.  The other three mature in 2007, 2009, and 2011,
respectively.

                         Rating Raised

                 Nomura Asset Securities Corp.
     Commercial Mortgage Pass-Thru Certs. Series 1996-MDV

                       Rating
            Class    To       From    Credit Support
            -----    --       ----    --------------
            B-2      BB+      B                 0.0%

                        Ratings Affirmed

                 Nomura Asset Securities Corp.
     Commercial Mortgage Pass-Thru Certs. Series 1996-MDV

              Class     Rating      Credit Support
              -----     ------      --------------
              A-1A      AAA                  39.9%
              A-1B      AAA                  39.9%
              A-1C      AAA                  39.9%


NORTHWEST AIRLINES: Reports 76.8% January 2005 Load Factor
----------------------------------------------------------
Northwest Airlines (Nasdaq: NWAC) disclosed a systemwide January
load factor of 76.8 percent, 3.7 points above January 2004.
Northwest flew 5.82 billion revenue passenger miles (RPMs) and
7.58 billion available seat miles (ASMs) in January 2005, a
traffic increase of 11 percent and a capacity increase of 5.7
percent versus January 2004.

                      NORTHWEST AIRLINES TRAFFIC SUMMARY

                                January 2005    January 2004       Change

     Revenue Passenger Miles (000s):
     System                       5,818,635       5,242,302         11.0%
     Domestic                     3,232,796       2,968,906          8.9%
     International                2,585,839       2,273,396         13.7%
     Pacific                      1,723,284       1,563,132         10.2%
     Atlantic                       862,555         710,264         21.4%

     Available Seat Miles (000s):
     System                       7,580,596       7,173,096          5.7%
     Domestic                     4,505,746       4,477,147          0.6%
     International                3,074,850       2,695,949         14.1%
     Pacific                      1,999,507       1,785,012         12.0%
     Atlantic                     1,075,343         910,937         18.0%

     Load Factor:
     System                        76.8%           73.1%            3.7 pts
     Domestic                      71.7%           66.3%            5.4 pts
     International                 84.1%           84.3%          (0.2) pts
     Pacific                       86.2%           87.6%          (1.4) pts
     Atlantic                      80.2%           78.0%            2.2 pts

     Enplaned Passengers          4,171,174       3,794,594          9.9%


                        About the Company

Northwest Airlines is the world's fourth largest airline with hubs
at Detroit, Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam,
and approximately 1,500 daily departures. Northwest and its travel
partners serve more than 900 cities in more than 160 countries on
six continents.

At Dec. 31, 2004, Northwest Airlines' balance sheet showed a
$3.09 billion stockholders' deficit, compared to a $2.01 billion
deficit at Dec. 31, 2003.


NTELOS INC: Moody's Puts B2 Rating on $400MM Sr. Sec. Term Loan
---------------------------------------------------------------
Moody's Investors Service assigned a B2 senior implied rating to
NTELOS, Inc.  Moody's also assigned B2 ratings to the and
$35 million first lien senior secured revolving credit facility,
and a B3 rating to the $225 million of second lien senior secured
term loan as outlined below.  The ratings outlook is stable.

The ratings assigned are:

   * Senior Implied Rating -- B2

   * $400 million First Lien Senior Secured Term Loan due 2011 --
     B2

   * $35 million First Lien Senior Secured Revolving Credit
     Facility due 2010 -- B2

   * $225 million Second Lien Secured Term Loan due 2012 -- B3

   * Issuer Rating -- Caa1

The B2 senior implied rating reflects NTELOS Inc.'s modest
expected free cash flow generating capacity over our two year
rating horizon, along with elevated leverage pro-forma for the
proposed debt issuance.  The ratings are supported by the
company's stable high EBITDA margins for its ILEC operations along
with its opportunity to realize EBITDA growth by increasing its
wireless subscriber base and growing its wireless wholesale
revenues.  The ratings are constrained by the effects of NTELOS's
increased post-recapitalization debt, which include high leverage,
low interest coverage, and limited free cash flow.

The proposed debt issuance is part of a recapitalization and sale
transaction whereby the debt proceeds will be used to repurchase
up to 76% of existing equity for an amount not to exceed
$440 million and refinance existing debt.  Following the
refinancing and self-tender offer, an affiliate of Quadrangle
Capital Partners L.P. and Citigroup Venture Capital Equity
Partners, L.P. will purchase up to 24.9% of the post-
recapitalization equity of the Company.

Subsequent to receipt of regulatory approvals, the Equity Sponsors
will acquire the remainder of the company's equity.  The closings
of the refinancing and initial stock repurchase by the Company are
not conditioned on the sale of any equity to the Equity Sponsors.

NTELOS Inc. is an integrated communications provider serving
businesses, telecom carriers and residential customers
predominantly in Virginia and West Virginia.  In addition to the
company's wireless network, its wireline operations consist of an
ILEC, CLEC, ISP, as well as a long-haul backbone.

The Company entered and emerged from bankruptcy in 2003 primarily
due to its inability to access its revolver to fund negative cash
flows resulting from the slower-than-expected realization of
wireless profits.  Subsequent to emerging from bankruptcy, NTELOS
has experienced meaningful improvements in EBITDA and free cash
flow by increasing revenue and operating margins.

The Company has been able to transition a significant amount of
prepay subscribers acquired in the 2000 PCS PrimeCo acquisition to
its postpay products resulting in decreased churn.  While we
believe NTELOS Inc.'s targeted regional and hybrid calling plans
will continue to drive subscriber growth, the Company will be
challenged to also increase ARPU given tough competition in its
service territory.  However, NTELOS's multi-year wireless
wholesale agreement with Sprint, with its favorable fixed rate
provisions, should also support revenue growth.

NTELOS Inc. operates two incumbent local exchange carriers in
rural areas in Virginia.  Like all local exchange carriers, the
company has been losing local access lines in its incumbent
territory.  We believe this erosion is likely to stabilize given
the company's dominant market position, with essentially no voice
competition, as well as its focus on superior customer service.
NTELOS's facilities-based CLEC strategy, free of significant
regulatory risk, is likely to support its slight wireline revenue
and EBITDA growth.

The 1st lien debt comprises about two-thirds of total debt
pro-forma for the refinancing, supporting the B2 rating equivalent
to the senior implied rating.  The 1st lien financing, issued at
the parent level, benefits from good asset coverage provided by
the company's spectrum holdings and ILEC access lines along with
upstream guarantees provided by all of the Company's direct and
indirect subsidiaries, with the exception of NTELOS Inc.'s two
ILEC subsidiaries.

However, capital stock of the ILEC subsidiaries has been pledged
as security in addition to the assets held by guarantor entities.
The rating further benefits from assurances that no other party
will be able to perfect a lien on the Company's property and
assets, with the exception of the 2nd lien debt holders.

The B3 rating on the 2nd lien term loan reflects is effective
subordination to the 1st lien claims, moderated by our belief that
the company's assets should provide adequate coverage to the 2nd
lien creditors in a distress scenario.  The B3 rating on the 2nd
lien term loan also reflects the benefits from the anti-layering
restrictions of the credit agreement that restrict the ability of
future debt issuances from obtaining a priority position.  The
Caa1 senior unsecured issuer rating reflects Moody's view that a
prospective future unsecured creditor would not benefit from asset
coverage in a distress scenario.

Our ratings are predicated on the ability of NTELOS to generate
meaningful wireless subscriber growth, ranging from 6-8%, which
combined with growing wholesale revenues should yield growing
wireless EBITDA, while maintaining ILEC EBITDA margins in the mid
to high sixty percent range, in-line with its RLEC peers,
generating positive free cash flow sufficient to service its
minimal near-term debt amortization requirements, $4 million each
in years 2005-2009, plus an excess free cash flow sweep beginning
in 2006, while providing for increased financial flexibility.

The stable outlook reflects the low business risk associated with
the company's ILEC and facilities based CLEC strategy, along with
an effective marketing strategy for its wireless segment.  Despite
access line erosion and wireless competition, we believe the
company will generate positive cash flow in 2006, with more
meaningful FCF in 2007.

The ratings would be negatively affected if wireless subscriber
growth lagged behind company projections or if the Equity Sponsors
pursue an acquisitive strategy or otherwise divert cash flow from
debt repayment.  The ratings could be positively affected if free
cash flow growth accelerates and/or debt reduces more rapidly to
where free cash flow raises above 5% of debt.

Based in Waynseboro, Virginia, NTELOS Inc., is a regional
communications provider in Virginia and West Virginia with LTM
revenues of over $300 million.


OMNOVA SOLUTIONS: Transferring Distribution Rights to Three Brands
------------------------------------------------------------------
In a move to further strengthen its leading position in the
commercial wallcovering market, OMNOVA Solutions Inc. (NYSE: OMN)
is transferring distribution responsibilities for three of its
commercial wallcovering brands: GENON(R), MURASPEC WALLS(TM) and
GUARD(R).

As part of this strategic realignment, some distribution
relationships with these three brands will change and some will
remain as currently configured.

Changes include:

   -- MDC: Will distribute GENON and MURASPEC WALLS wallcoverings
      in the the United States, except in the upper Midwest.
      Order status and new orders, call 800-717-5651 or
      800-621-4006.

   -- LBI Boyd: OMNOVA Solutions has reached an agreement in
      principle with LBI to distribute the GUARD wallcovering
      brand in the United States. Order status and new orders,
      call 800-472-7891.

Continuing under the current arrangement:

   -- Hirshfield's: Will continue to distribute GENON
      wallcoverings in the states of North Dakota, South Dakota,
      Nebraska, Kansas, Missouri, Iowa, Minnesota and Eau Claire,
      Wisconsin.  Order status and new orders, call 800-432-3699.


   -- Levey: Will continue to distribute GENON, MURASPEC WALLS and
      GUARD wallcoverings in Canada.  Order status and new
      orders, call 800-320-4614 (Canada) or 800-588-3990 (U.S.).

"We are thrilled to be expanding our relationship with MDC, who
has done a terrific job as distributor for OMNOVA's BOLTA(R) brand
commercial wallcovering and MEMERASE(R) flexible whiteboards,"
said Roger Oates, OMNOVA Solutions' Product General Manager for
Commercial Wallcovering - Americas.  "We are equally pleased that
Hirshfield's will continue their excellent job of representing
GENON wallcoverings in the upper Midwest states where they have
the leading market position.  Likewise, we are excited that Levey
and LBI Boyd are now key partners in our extensive industry-
leading distributor line-up for OMNOVA products."

In connection with this strategic realignment, OMNOVA will wind
down operations at its Muraspec N.A. commercial wallcovering
distribution business in Randolph, Massachusetts over a period of
about 30 days.  Muraspec N.A. employs about 63 people.

"We regret the impact this decision will have on the employees of
Muraspec N.A.," Mr. Oates said.  "But we believe focusing on
strong, independent distribution will be the most effective way to
maximize exposure of our brands in the marketplace."

                        About the Company

OMNOVA Solutions Inc. is a technology-based company with 2004
sales of $746 million and 2,000 employees worldwide.  OMNOVA is an
innovator of emulsion polymers and specialty chemicals, decorative
and functional surfaces, and single-ply roofing systems for a
variety of commercial, industrial and residential end uses.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 31, 2005,
Fitch Ratings has affirmed OMNOVA Solutions Inc.'s (Omnova) credit
ratings:

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

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

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


PARKER DRILLING: Names Robert McKee to Board of Directors
---------------------------------------------------------
Parker Drilling Company (NYSE: PKD) has appointed Robert E. (Rob)
McKee to the Board of Directors.  The appointment of Mr. McKee,
recently-retired executive vice president, exploration and
production for ConocoPhillips Inc., became effective on Feb. 3,
2005.

Mr. McKee joined Conoco in 1967 and served in positions including
engineer, manager and vice president, administration.  In 1982 and
1983, Mr. McKee attended the Sloan Business School at
Massachusetts Institute of Technology (MIT) as a Sloan Fellow.  In
1992 he was appointed executive vice president, exploration,
production and administration, and a senior vice president of
DuPont, which was Conoco's parent company at the time.

"Rob's 38 years of experience in the oil and gas business and his
outstanding record of performance with Conoco, where he led their
overall upstream operations to excellence, and in other areas such
as strategic planning, business growth, technology development,
information systems, environment, safety and continuous
improvement efforts make him an excellent addition to our Board,"
said Robert L. Parker, Jr., president and chief executive officer.
"His expertise will be extremely valuable as we continue to work
toward and plan for future growth."

Mr. McKee is past member of the board of directors of the American
Petroleum Institute, the National US-Arab Chamber of Commerce, the
Society of Petroleum Engineers, and the US-Russian Business
Council.  He currently serves on the Institute of International
Education Board (Southern Region), the advisory committee of the
University of Texas Engineering Department, the Colorado School of
Mines Advisory Board, and the Board of Questar Corporation.  He is
the Chairman of Enventure, a joint venture company of Shell and
Halliburton.

                        About the Company

Parker Drilling -- http://www.parkerdrilling.com/-- is a Houston-
based, global energy company specializing in offshore drilling and
workover services in the Gulf of Mexico and international land and
offshore markets.  Parker also owns Quail Tools, a provider of
premium industry rental tools.  Parker Drilling has 57 marketed
rigs and employs approximately 2900 people worldwide.

                          *     *     *

Moody's Rating Services and Standard & Poor's assigned its
single-B ratings to Parker Drilling's 9-1/2% senior notes due 2013
last year.

As reported in the Troubled Company Reporter on August 19, 2004,
Moody's assigned a B2 rating to Parker Drilling's pending $150
million of senior unsecured floating rate 6 year notes, and
affirmed its existing B2 senior unsecured note and B1 secured bank
debt ratings.


PARMALAT: Bondi Inks Stipulation Allowing Citibank to Sue Units
---------------------------------------------------------------
Citibank, N.A., and Citibank, N.A. International Banking Facility
have asked the U.S. Bankruptcy Court for the Southern District of
New York to vacate the Preliminary Injunction entered in the
Section 304 proceeding of Parmalat Finanziaria SpA and its
affiliates.  Citibank intends to commence proceedings against
Parmalat Paraguay S.A. and Parmalat Del Ecuador S.A., non-debtor
units of Finanziaria.

Parmalat Paraguay has defaulted on various promissory note
obligations to Citibank totaling approximately $4.8 million.  By
letter dated March 17, 2004, Citibank declared the entire unpaid
principal amount of these obligations, together with all accrued
and unpaid interest and other amounts payable, to be due and
payable.

Citibank wants to initiate proceedings against Parmalat Paraguay
in the Commercial Court of the City of Asuncion, Paraguay, to
collect on Parmalat Paraguay's obligations.  If Citibank succeeds
in obtaining a judgment, Parmalat Paraguay's assets will be
impressed with a lien in Citibank's favor.  If Parmalat Paraguay
fails to satisfy that judgment, the Paraguay Court may order that
its assets be sold at auction to satisfy that judgment.

Parmalat Ecuador also has defaulted on various promissory note
obligations to Citibank aggregating approximately $6.05 million.
On January 21, 2004, Citibank declared the entire unpaid principal
amount of the obligations, together with all accrued and unpaid
interest and other amounts payable under it, to be due and
payable.  These amounts have not been paid.

Citibank wants to commence proceedings against Parmalat Ecuador in
the Civil Court of Quito, Ecuador, to collect on the obligations.
Citibank intends to seek a "juicio de providencia preventives" --
a pre-judgment attachment of the assets of Parmalat Ecuador under
the Ecuador Civil Procedure Code.  Within 15 days of the granting
of the relief, Citibank would be required to -- and intends to --
commence in the Ecuador Court a "juicio verbal sumario" -- an
action to collect the debt.  If Citibank succeeds in obtaining
judgment, it would seek payment from Parmalat Ecuador.  If the
judgment is not satisfied, the Ecuador Court may order that
Parmalat Ecuador's assets be sold at
auction.

While neither Parmalat Paraguay nor Parmalat Ecuador is a debtor
in any insolvency proceeding, Citibank has argued that the
Preliminary Injunction on its face appears to bar commencement of
the proceedings Citibank wants to initiate against them.  Absent
Preliminary Injunction, Citibank would not be stayed under Italian
law or otherwise from commencing proceedings against Parmalat
Paraguay and Parmalat Ecuador.  The Preliminary Injunction, as
currently in effect, provides Parmalat SpA and its affiliates with
more relief with respect to Parmalat Paraguay and Parmalat Ecuador
than they are entitled to under Italian law.

Citibank also asserted that the Preliminary Injunction operates,
inappropriately, as an anti-foreign suit injunction against it.
The Preliminary Injunction unfairly discriminates against
creditors that are subject to the jurisdiction of the Court,
because similarly situated creditors not subject to the Court's
jurisdiction are free to take action against Parmalat Paraguay and
Parmalat Ecuador outside of the United States.  This
discrimination against U.S. creditors contravenes the purpose and
policies underlying Section 304 of the Bankruptcy Code, including
the policy of equal treatment of all creditors.

The Foreign Debtors have admitted that it is not their intention
to include affiliated entities that are conducting business
outside of the Italian Proceedings within the scope of the
Preliminary Injunction.  The Foreign Debtors disclosed not only
that non-debtor entities like Parmalat Paraguay and Parmalat
Ecuador are not intended to be covered by the Preliminary
Injunction, but also that under Italian law those non-debtor
entities are not entitled to the benefit of any stay.

Subsequently, in a Court-approved Stipulation, Citibank and Dr.
Bondi agree that:

   (1) At 5:00 p.m. (New York time) on March 31, 2005, the
       Preliminary Injunction Order will automatically, and
       without the necessity of any other or further notice to
       any party, be deemed modified to permit Citibank to take
       any action of any kind or nature to enforce its rights
       against Parmalat Paraguay, Parmalat Ecuador or otherwise
       with respect to their obligations.  The period between the
       execution of the Stipulation by the parties and March 31,
       2005, is the "Standstill Period," which may be extended
       for an additional period of time upon a written agreement
       of all parties.

   (2) During the Standstill Period, the Foreign Debtors will
       provide Citibank with, regarding Parmalat Paraguay and
       Parmalat Ecuador:

       * access to company management;

       * access to their Paraguayan and Ecuadorian advisers;

       * access to their books and records;

       * copies of any of these documents:

         -- forecasts;

         -- budgets;

         -- restructuring plans;

         -- term sheets relating to a sale or other disposition
            of the assets;

         -- purchase and sale agreements; and

         -- correspondence of any kind or nature relating in any
            way to a sale or other disposition of the assets or
            the restructuring of the indebtedness; and

   (3) During the Standstill Period, the Foreign Debtors will not
       sell, transfer, encumber or incur new debt on any of the
       assets or shares of any of the Parmalat Paraguay Entities
       or the Parmalat Ecuador Entities without Citibank's prior
       written consent, which will not be unreasonably withheld.

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese, butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No.
04-11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP, represent the Debtors in their
restructuring efforts.  When the U.S. Debtors filed for bankruptcy
protection, they reported more than $200 million in assets and
debts.  (Parmalat Bankruptcy News, Issue No. 41; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


PEGASUS SATELLITE: Wants to Establish Uniform Balloting Procedures
------------------------------------------------------------------
Pegasus Satellite Television, Inc., asks Judge Haines to approve a
set of uniform noticing, balloting, voting and tabulation
procedures to be used in connection with asking creditors to vote
to accept its Chapter 11 plan of reorganization.

Robert J. Keach, Esq., at Bernstein, Shur, Sawyer & Nelson, in
Portland, Maine, reminds Judge Haines that the Company filed its
Chapter 11 plan on January 7, 2005, and a hearing to consider the
adequacy of the Company's Disclosure Statement explaining that
plan is scheduled for February 9, 2005, at 11:00 a.m. in
Portland.

The Debtors ask the Court to establish a Voting Record Date -- a
date that will separate creditors who can vote from creditors who
can't.  Rule 3017(d) of the Federal Rules of Bankruptcy
Procedure, Mr. Keach relates, provides that, for the purposes of
vote solicitation, "creditors and equity security holders include
holders of stock, bonds, debentures, notes and other securities of
record on the date the order approving the disclosure statement is
entered or another date fixed by the court, for cause, after
notice and a hearing."  Bankruptcy Rule 3018(a) contains a similar
provision regarding determination of the record date for voting
purposes.  Claims in the Debtors' cases may have been traded and
may continue to be traded.  The Debtors ask that February 9, 2005,
be fixed as the Voting Record Date.

The Debtors propose to solicit votes from holders of Class 3
Unsecured Claims.  These creditors are impaired and entitled to
vote to accept or reject the plan.  The Debtors don't plan to ask
creditors holding Secured Claims, Priority Claims, Tax Claims or
other unimpaired creditors for their votes because they will be
paid in full and presumed to accept the Plan.  The Debtors won't
ask holders of Class 4 Subordinated Claims and Class 5
Shareholders to vote either because these stakeholders are out of
the money and deemed to reject the Plan.

The Trumbull Group, LLC, the Debtors' official balloting agent,
will mail copies of the Plan, the Disclosure Statement, customized
ballots, and solicitation letters and notice of the Confirmation
Hearing to creditors entitled to vote.  The Debtors anticipate
that Trumbull will mail Solicitation Packages out by
February 19, 2005.

The Debtors propose a special set of voting procedures for
soliciting votes from the Senior Noteholders.  The Debtors will
deliver a truckload of solicitation packages to The Depository
Trust Company for distribution to Brokers and other Record Holders
for redistribution to their customers, which are, in turn, the
beneficial owners of the Senior Notes.

Mr. Keach tells the Court that the Debtors would mail a notice to
unimpaired creditors advising them that a plan was filed, a
disclosure statement was approved, and that impaired creditors'
votes are being counted.  That notice will also advise the
unimpaired creditors of the date and time of the Confirmation
Hearing and the deadline and procedures for filing confirmation
objections.

The Debtors will post copies of the Plan and Disclosure Statement
on their Web site at http://www.pgtv.com/and notice will be
published in The Wall Street Journal, The New York Times and USA
Today.

The Debtors want all ballots returned to Trumbull by March 17,
2005, at 4:00 p.m. (Eastern Standard Time) in order to be counted.

If any holder of a contingent, unliquidated or disputed claim
wants to vote on the Plan, the Debtors propose that motions for
temporary allowance of a claim for voting purposes be filed by
February 25, 2005.

In the Tabulation Process, the Debtors ask the Court to approve
these rules and standards:

      a. Any Ballot that is properly completed, executed, and
         timely returned to the Balloting Agent, but does not
         indicate an acceptance or rejection of the Plan, or
         indicates both an acceptance and rejection of the Plan,
         will not be counted.

      b. Any Ballot that is returned to the Balloting Agent
         indicating acceptance or rejection of the Plan, but that
         is unsigned or does not contain an original signature,
         will not be counted.

      c. Any Ballot postmarked prior to the deadline for
         submission of Ballots, but received afterward, will not
         be counted, unless otherwise ordered by the Bankruptcy
         Court.

      d. Whenever a Holder of a Claim submits more than one Ballot
         voting the same Claim prior to the deadline for receipt
         of Ballots, except as otherwise directed by the
         Bankruptcy Court, the last such properly completed and
         executed Ballot received prior to the Voting Deadline
         will be deemed to reflect the voter's intent and
         thus to supersede any prior Ballots.

      e. For purposes of determining under Section 1126(c) of the
         Bankruptcy Code whether one-half in number of Claims in
         Each Class has accepted the Plan, separate Claims held by
         a single creditor in a particular Class will be
         aggregated as if the creditor held one Claim in that
         Class, and the votes related to that Claims will be
         treated as a single vote to accept or reject the Plan.

      f. A Holder of a Claim that is entitled to vote must vote
         all of its Claims within a particular Class either to
         accept or reject the Plan and may not split its vote.
         Accordingly, a Ballot with respect to a Claim (or
         multiple Ballots with respect to separate Claims within a
         single Class) that partially rejects and partially
         accepts the Plan, or that indicates both a vote for and
         against the Plan, will not be counted.

      g. If a creditor simultaneously casts inconsistent duplicate
         Ballots, with respect to the same Claim, those Ballots
         will not be counted.

      h. Each creditor will be deemed to have voted the full
         amount of its Claim.

      i. Any Ballot received by the Balloting Agent by telephone,
         fax, e-mail or other electronic communication will not be
         counted.

      j. Unless otherwise ordered by the Bankruptcy Court,
         questions as to the validity, form, eligibility
         (including time of receipt), acceptance and revocation or
         withdrawal of Ballots will be determined by the Balloting
         Agent and the Debtors (with the consent of the Committee,
         not to be unreasonably withheld) in their discretion,
         which determination will be final and binding.

The Debtors further propose that four types of Ballots not be
counted or considered for any purpose in determining whether the
Plan has been accepted or rejected:

     (a) any Ballot received after the Voting Deadline, unless the
         Debtors (with the consent of the Official Committee of
         Unsecured Creditors, not to be unreasonably withheld)
         have granted an extension of the Voting Deadline with
         respect to such Ballot in writing;

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

     (c) any Ballot cast by a person or entity that does not hold
         a Claim in the Voting Class; and

     (d) any Ballot cast for a Claim scheduled as unliquidated,
         contingent, or disputed for which no proof of claim
         was timely filed or deemed timely filed.

The Debtors ask the Court to put its stamp of approval on
customized ballot forms Trumbull's created for use in Pegasus'
cases.

A hearing on this matter is scheduled for 11:00 a.m. on
February 9, 2005, in Portland.

Headquartered in Bala Cynwyd, Pennsylvania, Pegasus Satellite
Communications, Inc. -- http://www.pgtv.com/-- is a leading
independent provider of direct broadcast satellite (DBS)
television.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. D. Me. Case No. 04-20889) on
June 2, 2004.  Larry J. Nyhan, Esq., James F. Conlan, Esq., and
Paul S. Caruso, Esq., at Sidley Austin Brown & Wood, LLP, and
Leonard M. Gulino, Esq., and Robert J. Keach, Esq., at Bernstein,
Shur, Sawyer & Nelson, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $1,762,883,000 in assets and
$1,878,195,000 in liabilities. (Pegasus Bankruptcy News, Issue
No. 18; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PMA CAPITAL: S&P Upgrades Credit & Debt Ratings to B from CC
------------------------------------------------------------
Standard & Poor's Ratings Services raised its counterparty credit
and senior debt ratings on PMA Capital Corp. -- PMACC -- to 'B'
from 'CC' and removed these ratings from CreditWatch, where they
were placed on June 29, 2004.  The outlook is stable.

"These rating actions are based on significant improvement in
PMACC's financial flexibility in 2004 and strong capital adequacy
at the group's main workers' compensation operating subsidiaries,"
said Standard & Poor's credit analyst Laline Carvalho.  Partially
offsetting these factors is the group's damaged franchise, weak
operating performance at its workers' compensation subsidiaries,
poor (albeit improving) fixed-charge coverage, and negative
operating cash flows.  "Although uncertainty also remains with
regards to the reserve adequacy of PMACC's run-off operations,
this factor has been partially mitigated by the purchase in 2004
of reserve development cover protecting these operations," Ms.
Carvalho added.

Operating units Pennsylvania Manufactureres Assoc. Insurance Co.,
Pennsylvania Manufacturers Indemnity Co., and Manufacturers
Alliance Insurance Co.'s -- collectively, PMAIG -- combined ratio
is expected to remain at 104%-106% in the next two years,
reflecting declining market conditions.  PMAIG's capital adequacy
is expected to remain strong but decline in the next two to four
years, in anticipation of material dividends expected to be paid
to the holding company.  Fixed-charge coverage is expected to
remain weak in the medium term in the 1x-2x range, reflective of
the reduced size of PMACC's ongoing operations as well as expected
weak earnings at PMAIG over the medium term.

Assuming no dividend restrictions are imposed on PMAIG, Standard &
Poor's believes the holding company should be able to build enough
cash to meet interest payments and repay the convertible
debentures in 2009; however, PMACC's ability to fully service debt
obligations beyond 2009 will remain highly dependent on
improvements in PMAIG's operating performance, any further
regulatory restrictions on dividend payments, and the group's
ability to regain access to the capital markets. Given the
substantial franchise damage, Standard & Poor's believes PMACC
will not have the ability to fully tap the financial markets, at
least in the medium term.


PRIMUS TELECOM: Moody's Puts B3 Rating on $100M Sr. Sec. Term Loan
------------------------------------------------------------------
Moody's Investors Service has assigned a B3 senior secured bank
debt rating to Primus Telecommunications Holdings Inc.'s, a
subsidiary of Primus Telecommunications Group Inc., $100 million
senior secured term loan.  Additionally, Moody's has affirmed the
Company's B3 senior implied rating and all other ratings at PTGI
and PTHI.

Moody's assigned rating is:

   -- Primus Telecommunications Holdings

      * $100 million Senior Secured Term Loan maturing 2011 - B3

Moody's affirmed ratings are:

   -- Primus Telecommunications Group

      * Senior Implied - B3

      * 12.75% Global Senior Notes due 2009 - Caa2

      * 5.75% Convertible Subordinated Debentures due 2007 - Caa3

      * Issuer Rating - Caa2

   -- Primus Telecommunications Holdings

      * 8.0% Senior Notes due 2014 - B3

The outlook is stable.

The ratings reflect relatively recent stability in the Company's
top line performance, declining net leverage, as well as its past
success in raising equity and debt funding.  While revenues for
the 9 months ended Q3'04 increased nearly 7% year-over-year, the
increase is effectively attributable to positive currency
fluctuations.

Nevertheless, the ratings continue to reflect Primus' still
relatively high and increasing pro forma total leverage (3.6x TTM
as of Q3'04, 4.2x pro forma for the proposed transaction), thin
(and declining) operating margins (10.9% EBITDA margin for the 9
months ended Q3'04, down 1% YoY) and competitive pressures from
better capitalized incumbent operators.

While the Company is currently undertaking various domestic and
international growth initiatives, Primus' core business is
comprised of commoditized sectors within the telecommunications
business - namely, the provisioning of domestic and international
voice, data, and dial-up Internet services to SMEs and residential
customers.  The Company's low margins suggest such
commoditization.

Despite continued declines within the Company's core businesses
(e.g. international and domestic long distance, and dial-up
Internet), the stable rating outlook reflects Moody's view that
growth initiatives (e.g. DSL, cellular resale, VoIP, local and
service bundling) are strategically sound and mitigate top line,
core business deterioration going forward.  Should new initiative
revenue growth be materially slower than expected over the next
several quarters, Moody's could change the outlook to negative.

If the Company were to meet or exceed expectations with respect to
revenue growth (e.g. greater than 5% per year), EBITDA margins
(i.e. greater than 15%), or total leverage (e.g. less than 3.5x),
ratings could improve over time.  However, Moody's believes that
the company is highly dependent on the success of its new
initiatives in order to maintain and grow its existing revenue
base and improve currently nominal margins (less than 11% EBITDA
margin for the 9 months ended Q3'04).

Should several of its larger initiatives (e.g. Lingo, the
company's U.S. VoIP service) materially fail to meet expectations
(i.e. slower sales growth, lower margins); the Company's ratings
could come under pressure.  Given the preponderance of
international operations and revenues, Primus is also exposed to
currency fluctuations. While Primus has benefited from such
fluctuations as of late, particularly with respect to the
Australian dollar and the Euro versus the U.S. dollar, the company
remains exposed given that its debt is largely U.S. dollar
denominated.

Primus Telecommunications Group and Primus Telecommunications
Holdings' domestic subsidiaries will guarantee the term loan (with
certain exceptions including public or private offerings of stock
in a legal entity relating to the Lingo brand name). Moody's
understands that the term loan will be secured by a perfected
first priority lien on Primus Telecommunications Holdings' assets
and the assets of Primus' domestic subsidiaries.  Additionally,
the term loan is secured by a pledge of stock of the
aforementioned domestic subsidiaries and 65% of the voting stock
of foreign subsidiaries directly owned by Primus
Telecommunications Holdings or it's domestic subsidiaries.

The senior secured term loan rating is not notched higher than the
B3 senior implied rating in spite of the pledge of domestic assets
and foreign voting stock.  The $100 million senior secured term
loan, while being structurally subordinated to the subsidiary
obligations, benefits from an upstream guarantee from only the
company's domestic subsidiaries.  These subsidiaries account for
18% of the company's revenues and 22% of total assets,
respectively, as of Q3'04. Primus Telecommunications Holdings's
ratings do recognize the seniority of the debt at this entity to
approximately $282 million in Primus Telecommunications Group
debt.

However, the existing $235 million of senior unsecured notes are
also structurally subordinated to the company's subsidiary
obligations, mostly trade payables, which effectively rank senior
to these notes given the absence of upstream subsidiary
guarantees.  This is substantially mitigated by intercompany debt
obligations at the foreign operating subsidiaries, which are
security for the term loan.

Moody's believes Primus is susceptible to competitive pressures
from facilities-based, better-capitalized telecom providers since
its network is comprised more from leased components than fixed
assets.  In addition, Primus generates a substantial amount of
prepaid revenues, which can be more volatile given their greater
susceptibility to competitive pricing initiatives.  Moody's
recognizes, however, that the company's geographic and end-
customer diversification mitigates some of this risk.

Nearer term, Moody's believes that execution risk will increase as
the company undertakes to realign its product offerings within the
marketplace.  Additionally, the company's geographic diversity
(North America, Europe and Asia-Pacific comprise 37%, 33% and 30%
of revenues, respectively) mitigates some of the heightened
business risk by reducing the overall volatility of Primus'
various cash flow streams.

At the end of September 2004, Primus' $150 million in cash (pro
forma for the note issuance) should be sufficient to fund the
company's expected interest expense, capex and an expected
acceleration of new growth initiatives before the company begins
to see any significant operating results from its new growth
opportunities.

Moody's anticipates that in 2005, EBITDA will decline
significantly year-over-year reflecting the expected higher SG&A
costs associated with the acceleration of the new growth
opportunities (e.g. DSL, VoIP).  As a result, Moody's expects free
cash flow may be negative for 2005, which will effectively be a
transition year for the company.

Moody's acknowledges that over the past several years, Primus
Telecommunications has raised new funding from both debt and
equity issuances.  Proceeds have been largely used to retire and
refinance existing debt, and this has allayed Moody's earlier
concerns regarding near-term liquidity and amortization pressure.
Moody's notes that Primus cannot access additional bank facilities
under the current indenture to provide for additional external
liquidity should cash reserves and operating cash flow fall
significantly short of current expectations.

In addition, Moody's expects that the company may use at least
some portion of the proceeds from the proposed term loan to
opportunistically repurchase outstanding debt, thereby further
reducing nearer term debt amortizations.  Currently, Primus has no
material debt amortizations until 2007.  Moody's notes that the
company's total domestic assets of $163 million cover the senior
secured term loan 1.6x without giving any consideration to the
equity value of 65% of the voting stock of foreign subsidiaries
that are also part of the security package.

Primus Telecommunications, a global facilities-based
telecommunications service provider with operations in the USA,
Canada, Australia and Europe, recorded sales of approximately
$1.35 billion for the last twelve months ended September 30, 2004.
The company is headquartered in McLean, Virginia.


RADIO ONE: S&P Rates Planned $200 Million Senior Sub. Notes at B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Radio One
Inc., including the 'B+' corporate credit rating, on CreditWatch
with positive implications.  At the same time, Standard & Poor's
assigned its 'B-' rating to the company's proposed $200 million
senior subordinated notes due 2015 and placed the rating on
CreditWatch with positive implications.  Proceeds from the
proposed transaction are expected to be used to help fund
redemption of the company's 6.5% convertible preferred securities.
Pro forma for the transaction, total debt was approximately
$808 million at Sept. 30, 2004.

"The CreditWatch listing acknowledges that the company's credit
profile has improved and that consideration of a one-notch
upgrade, to the 'BB-' rating level, is warranted," said Standard &
Poor's credit analyst Alyse Michaelson Kelly.

Standard & Poor's expects that leverage could be maintained at a
level appropriate for a 'BB-' rating while the company pursues its
growth initiatives.  Pro forma leverage is about 5.6x, compared
with total debt, including debt-like preferred stock, to EBITDA of
6.25x in 2003 and 6.9x in 2002.

For analytical purposes, Standard & Poor's included the company's
preferred stock in its calculation of debt to EBITDA.  As a
result, the proposed transaction has no impact on the company's
debt-to-EBITDA ratio but is expected to lower its cost of capital.
Prudently allocating free cash flow and following a disciplined
approach to acquisitions could help keep leverage at an
appropriate level.

Upgrade potential is also linked either to a refinancing of Radio
One's credit facility, which matures in 2007, or to an amendment
of its financial covenants.  The 6.25x total debt to EBITDA
covenant included in the company's current bank agreement tightens
to 4.5x at June 30, 2005. Because the proposed subordinated notes
would be included in the covenant calculation, Radio One might not
be in compliance with the more restrictive threshold in mid-2005.
Management intends to refinance its bank facility by June 30,
2005, to, among other things, increase borrowing capacity, create
a more flexible covenant package, and reduce near- and
intermediate-term debt amortization.  The size and expected use of
a new credit facility, its covenants, and its amortization will
also be assessed in the rating review.

Standard & Poor's will monitor Radio One's progress in replacing
or modifying its existing bank facility, and will evaluate the
company's prospects for maintaining a credit profile in line with
a 'BB-' rating level, in resolving the CreditWatch listing.


RESOURCE TECHNOLOGY: Court Approves Consortium Settlement Pact
--------------------------------------------------------------
Consortium Service Management Group, Inc. (OTC Bulletin Board:
CTUM) reported that the U.S. Bankruptcy Court, Northern District
of Illinois, Eastern Division, approved the settlement agreement
between the trustee of Resource Technology Corporation -- RTC,
Chastang Landfill, Inc., Waste Management Holding, Inc. and
Consortium Service Management Group, Inc.

Among the actions approved were the:

   -- the termination of the Chastang Landfill contract between
      Consortium and RTC,

   -- the payment of $75,000 by Consortium to the trustee for RTC,
      and

   -- the mutual release of all claims by and against Consortium
      and RTC.

The order becomes effective 10 days after the Feb. 1, 2005, issue
date.  This ruling permits Consortium to move forward on its new
contract with Waste Management, the landfill site's owner, for the
operations at the Chastang Landfill.

Consortium will be able to begin startup and landfill gas
production operations at the Chastang Landfill under its contract
with Waste Management, Inc.  The company has a 10-year operating
agreement with a possible five-year extension to operate the
complex, which is near Mobile, Ala.

Donald S. Robbins, president and CEO of Consortium Services
Management Group, said, "After months of delays for the startup of
the project, we are anxious to get started now that the
uncertainty has been removed.  This project is expected to bring
new revenue to our company as well as open the door to other
installations throughout the U.S. and Canada."

The agreement was submitted in December 2004 to the bankruptcy
court in Chicago, where RTC's proceedings are pending for
approval.  The startup of the Chastang site's gas production was
delayed by a legal dispute between RTC and Waste Management, Inc.
As a result, installation was stopped approximately 19 months ago.

The ASME-certified, 177 metric-ton complex includes compressors
and technology for separating and removing high levels of CO2
content from raw landfill methane gas resulting in pipeline
quality methane gas suitable for the commercial natural gas
market.  The company will be paid from revenues generated from the
sale of the gas.

There are approximately 18,000 landfills in the U.S. and Canada.
The company believes its technology could fit production criteria
of up to 15% to 20% of these landfills.  Consortium Service
Management Group, Inc., owns the patent-pending technology for
landfill gas production.

Resource Technology Corporation filed for chapter 11 protection on
Nov. 15, 1999 (Bankr. N.D. Ill. Case No. 99-35434).  The Debtor's
chapter 11 case was converted to a chapter 7 proceeding on
Jan. 18, 2000.  Alex Pirogovsky, Esq., at Ungaretti & Harris,
Brian M. Graham, Esq., and Brian L. Shaw, Esq., at Shaw Gussis
Fishman Glantz Wolfson & Towbin LLC represent the Debtors in their
liquidation efforts.


RURAL/METRO: Launches Cash Tender Offer for 7-7/8% Sr. Notes
------------------------------------------------------------
Rural/Metro Corporation (Nasdaq: RURL) has commenced a cash tender
offer and consent solicitation for any and all of the $150 million
aggregate principal amount outstanding of its 7-7/8% Senior Notes
due 2008.  The company intends to fund the tender offer with a
portion of the net proceeds from borrowings under a new senior
secured credit facility and the issuance or incurrence of other
indebtedness.  The tender offer is conditioned upon the
consummation of the financing transactions, a minimum tender of
outstanding notes, and other general conditions.

As part of the tender offer, the company is soliciting consents
from the holders of the notes for certain proposed amendments that
would eliminate or modify substantially all of the restrictive
covenants, certain events of default, and certain other provisions
contained in the indenture governing the notes.  Noteholders that
tender their notes will be required to consent to the proposed
amendments, and noteholders that consent to the proposed
amendments will be required to tender their notes.

Tendering noteholders who validly tender, and do not withdraw,
their notes and deliver, and do not revoke, consents by the
consent date, which is February 16, 2005, will receive total
consideration of $1,017.00 per $1,000 principal amount of such
notes.  The total consideration includes a consent payment of
$20.00 per $1,000 principal amount of notes.  Noteholders who
validly tender their notes after the consent date will not receive
the consent payment.

The consent solicitation will expire at 5:00 p.m., New York City
time, on Wednesday, Feb. 16, 2005, and the tender offer will
expire at 11:59 p.m., New York City time on Thursday, March 3,
2005, in each case unless extended or earlier terminated by the
company.  The company anticipates settlement of the tender offer
on March 4, 2005.  Noteholders who validly tender their notes also
will be paid accrued and unpaid interest, if any, up to, but not
including, the payment date.

The company's obligations to accept for purchase any notes validly
tendered pursuant to the tender offer and make consent payments
for consents validly delivered on or prior to the consent date are
conditioned upon satisfaction or waiver of various conditions,
including, among other things, the following:
There being validly tendered (and not withdrawn) at least a
majority in aggregate principal amount of the outstanding notes,
The execution of a supplemental indenture to the indenture
governing the notes, following receipt of required consents, and
The borrowing under a new credit facility and through the issuance
or incurrence of other indebtedness proceeds in an amount
sufficient to repay its existing credit facility, pay the total
consideration for the tender offer and fund the redemption of any
notes not tendered in the tender offer on terms and conditions
satisfactory to the company.

This press release is not an offer to purchase, a solicitation of
an offer to sell or a solicitation of consent with respect to any
securities.  The offer is being made solely by the Offer to
Purchase and Consent Solicitation Statement and related Consent
and Letter of Transmittal dated Feb. 3, 2005, and the information
in this press release is qualified in its entirety by reference to
the information contained therein.

The company has retained Citigroup Global Markets Inc. to serve as
the Dealer Manager for the tender offer and Solicitation Agent for
the consent solicitation.  Requests for documents may be directed
to Global Bondholder Services Corporation, the Information Agent
at 866-488-1500 (toll free) and 212-430-3774.  Questions regarding
the tender and consent solicitation may be directed to Citigroup
Global Markets Inc. at 800-558-3745 (toll free).

                        About the Company

Rural/Metro Corporation -- http://www.ruralmetro.com/-- provides
emergency and non-emergency medical transportation, fire
protection, and other safety services to approximately 400
communities in 23 states.

At Sept. 30, 2004, Rural/Metro Corp.'s balance sheet showed a
$187,715,000 stockholders' deficit, compared to a $192,226,000
deficit at June 30, 2004.


SOLUTIA INC: Inks Agreements with Senior Vice President & COO
-------------------------------------------------------------
On January 11, 2005, Solutia, Inc., entered into an agreement
dated as of July 19, 2004, with Luc De Temmerman, its Senior Vice
President and Chief Operating Officer.  During the Employment
Period from July 19, 2004, until the six-month anniversary of the
Emergence Date, Mr. De Temmerman will receive an annual base
salary of not less than EUR289,519 -- corresponding to $350,000 at
the exchange rate of 1.2089.  Mr. De Temmerman will participate in
Solutia's annual incentive program with a target annual bonus
opportunity of 100% of his annual base salary.  Mr. De Temmerman
will also be entitled to participate in all long-term and other
incentive plans or programs applicable to senior executive
officers of Solutia and its subsidiaries and to the applicable
savings, retirement, welfare benefit, and vacation plans.

The Agreement provides for Mr. De Temmerman's eligibility for a
special emergence bonus at the time at which the Court will have
confirmed a Chapter 11 reorganization plan of Solutia and the Plan
will have become effective, if Mr. De Temmerman is employed by
Solutia on the Emergence Date.  If Mr. De Temmerman is employed by
Solutia on the six-month anniversary of the Emergence Date, or
will have been terminated by Solutia without Cause, or will have
resigned for Good Reason, or will have died or been terminated for
Disability, he will be entitled to receive from Solutia a special
emergence bonus equal to 30% of the bonus pool as determined in
accordance with the terms of the Solutia Emergence Incentive Bonus
Program.  Under the Emergence Incentive Bonus Program, the amount
of the entire bonus pool cannot exceed $7.5 million.

Solutia's Board of Directors, in its discretion, may elect to pay
Mr. De Temmerman's bonus in shares of Solutia common stock in lieu
of cash if Mr. De Temmerman remains employed by Solutia as of the
six-month anniversary of the Emergence Date.  If Mr. De Temmerman
voluntarily terminates his employment other than for Good Reason
or is terminated for Cause between the Emergence Date and the
six-month anniversary thereof, then he will forfeit his right to
receive the special emergence bonus.

If, during the Employment Period, Solutia terminates Mr. De
Temmerman's employment other than for Cause, or Mr. De Temmerman
terminates his employment for Good Reason, Solutia will pay Mr. De
Temmerman:

    (a) any unpaid but accrued base salary through the Date of
        Termination;

    (b) any unpaid annual bonus earned with respect to the
        previous year; and

    (c) any unpaid accrued vacation pay.

In addition, if the Date of Termination occurs before the
Emergence Date, Mr. De Temmerman will receive an amount equal to
125% of his annual base salary immediately prior to the Date of
Termination, provided that he waives any and all claims against
Solutia and its subsidiaries.  Mr. De Temmerman will also be
entitled to any other benefits or amounts, excluding severance or
separation pay or benefits, for which he is eligible.  If Mr. De
Temmerman's employment terminates because of death or disability,
he or his estate, as applicable, will receive Accrued Obligations
and Other Benefits.

The Agreement supersedes Mr. De Temmerman's change-of-control
agreement dated as of January 29, 2003, and his retention
agreement dated as of December 11, 2003.

A full-text copy of Mr. De Temmerman's Employment Agreement is
available for free at:

    http://sec.gov/Archives/edgar/data/1043382/000106880005000030/ex99p2.txt

Solutia and Mr. De Temmerman also entered into a letter agreement
providing that Mr. De Temmerman, who is currently based in
Belgium, will perform his services in St. Louis, Missouri,
beginning not later than February 1, 2005, and that the assignment
to St. Louis will not constitute Good Reason under the Agreement.
The Letter Agreement provides for certain allowances so that Mr.
De Temmerman will be made whole with respect to the costs incurred
in his relocation.

A full-text copy of the Letter Agreement is available for free at:

    http://sec.gov/Archives/edgar/data/1043382/000106880005000030/ex99p3.txt

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  (Solutia Bankruptcy News,
Issue No. 30; Bankruptcy Creditors' Service, Inc., 215/945-7000)


STRUCTURED ASSET: Fitch Rates $15.8MM Class B 2005-1 Cert. at BB
----------------------------------------------------------------
Structured Asset Investment Loan Trust (SAIL) $1.9 billion
mortgage pass-through certificates, series 2005-1, which closed on
Jan. 28, 2005, are rated by Fitch Ratings:

     -- $1.693 billion classes A1 through A7 'AAA';
     -- $37.5 million class M1 'AA+';
     -- $54.2 million class M2 'AA';
     -- $29.6 million class M3 'AA-';
     -- $23.7 million class M4 'A+';
     -- $21.7 million class M5 'A';
     -- $19.7 million class M6 'A-';
     -- $13.8 million class M7 'BBB+';
     -- $14.8 million class M8 'BBB';
     -- $15.8 million class M9 'BBB-';
     -- $15.8 million class B 'BB'.

The 'AAA' rating on the class A1 through A7 certificates reflects
the 14.10% total credit enhancement provided by:

     * the 1.10% unrated class A8,
     * the 1.90% class M1,
     * the 2.75% class M2,
     * the 1.50% class M3,
     * the 1.20% class M4,
     * the 1.10% class M5,
     * the 1% class M6,
     * the 0.70% class M7,
     * the 0.75% class M8,
     * the 0.80% class M9,
     * the 0.80% class B as well as the 0.50% initial and target
       over-collateralization -- OC.

Classes A3 through A8, M1 through M9 and B are all not re-offered.
All certificates have the benefit of monthly excess cash flow to
absorb losses.  The ratings also reflect the quality of the loans,
the soundness of the legal and financial structures, and the
capabilities of Aurora Loan Services as Master Servicer.  LaSalle
Bank, N.A. (rated 'AA-' by Fitch), will act as Trustee.

On the closing date, the trust fund will consist of three pools of
first and second lien, adjustable- and fixed-rate, fully
amortizing and balloon, residential mortgage loans with a total
principal balance as of the cut-off date of approximately
$1,971,495,286.  The Group 1 mortgage pool consists of adjustable-
rate and fixed-rate, conforming, first- and second-lien mortgage
loans with a cut-off date pool balance of $726,501,022.
Approximately 14.39% of the mortgage loans are fixed-rate and
85.61% are adjustable-rate mortgage loans.  The weighted average
loan rate is approximately 7.207%.  The weighted average remaining
term to maturity - WAM -- is 354 months.  The average principal
balance of the loans is approximately $161,122.  The weighted
average combined loan-to-value - CLTV -- ratio is 81.26%.

The properties are primarily located in:

     * California (32.15%),
     * Illinois (8.38%) and
     * Florida (7.03%).

The Group 2 mortgage pool consists of adjustable-rate and fixed-
rate, nonconforming, first- and second-lien mortgage loans with a
cut-off date pool balance of $926,729,298.  Approximately 14.39%
of the mortgage loans are fixed-rate and 85.61% are adjustable-
rate mortgage loans.  The weighted average loan rate is
approximately 7.215%.  The WAM is 350 months.  The average
principal balance of the loans is approximately $197,050.  The
weighted average CLTV ratio is 82.20%.  The properties are
primarily located in:

     * California (43.18%),
     * New York (5.45%) and
     * Florida (4.33%).

The Group 3 mortgage pool consists of adjustable-rate and fixed-
rate, nonconforming, first- and second-lien mortgage loans with a
cut-off date pool balance of $318,264,964.  Approximately 13.70%
of the mortgage loans are fixed-rate and 86.30% are adjustable-
rate mortgage loans.  The weighted average loan rate is
approximately 7.214%.  The WAM is 351 months.  The average
principal balance of the loans is approximately $172,128.  The
weighted average CLTV ratio is 81.11%.  The properties are
primarily located in:

     * California (37.15%),
     * New York (6.30%) and
     * Florida (6.27%).

Approximately 47.26%, 41.46% and 34.47% of the mortgage loans in
Pool 1, Pool 2, and Pool 3 are 80+ LTV loans.  Approximately 0.28%
and 0.87% of the 80+ LTV loans in Pool 2 and Pool 3, respectively,
are covered by existing primary mortgage insurance policies which
were acquired by the borrower.  In addition, a loan-level primary
mortgage insurance policy will be acquired on or prior to the
closing date from Mortgage Guaranty Insurance Company with respect
to approximately 77.94%, 68.42%, and 78.19% of the 80+ LTV loans
in Pool 1, Pool 2, and Pool 3, respectively.

Approximately 52.53% of the mortgage loans were acquired by Lehman
Brothers Holdings Inc. from BNC Mortgage, Inc., and 16.62% from
Finance America, LLC.

For federal income tax purposes, multiple real estate mortgage
investment conduit elections will be made with respect to the
trust estate.


TEE JAYS: Files for Chapter 11 Protection in N.D. Alabama
---------------------------------------------------------
Tee Jays Manufacturing Co., filed a voluntary chapter 11 petition
with the United States Bankruptcy Court for the Northern District
of Alabama, Decatur division, due to a slowdown in the textile
industry.

The Associated Press reported that Tee Jays, owned by Grupo M in
the Dominican Republic, will begin its layoffs for 220 workers
today and will close its Florence apparel plant next month.  A
company statement distributed to workers Friday said the closing
day would likely be sometime between March 4 and March 18.

Headquartered in Florence, Alabama, Tee Jays Manufacturing Co.,
manufactures textile.  The Company filed for chapter 11 protection
on Feb. 4, 2005 (Bankr. N.D. Ala. Case No. 05-80527).  Stuart M.
Maples, Esq., at Johnston Moore Maples & Thompson represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it estimated between $50 million to
$100 million in total assets and debts.


TEE JAYS MANUFACTURING: Case Summary & Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Tee Jays Manufacturing Co., Inc.
        P.O. Box 2033
        Florence, Alabama 35630

Bankruptcy Case No.: 05-80527

Type of Business: The Debtor is a textile manufacturing company.

Chapter 11 Petition Date: February 4, 2005

Court: Northern District Of Alabama (Decatur)

Debtor's Counsel: Stuart M. Maples, Esq.
                  Johnston Moore Maples & Thompson
                  400 Meridian Street, Suite 301
                  Huntsville, AL 35801
                  Tel: 256-533-5770

Estimated Assets: $50 Million to $100 Million

Estimated Debts:  $50 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Dominican Knits               Trade Vendor           $34,000,000
Parque Industrial Zona Franca
Santiago, Dominican Republic

Grupo M Industries, S.A.                              $7,900,000
Parque Industrial Zona Franca
Santiago, Dominican Republic

Compass Bank                                          $1,000,000
PO Box 830927
Birmingham, AL 35283

CIT Group/Alstyle Apparel     Trade Vendor              $260,840
P.O. Box 1036
Charlotte, NC 28201

Wellstone Mills               Trade Vendor              $165,594

Frontier Suntrust             Trade Vendor              $124,434

Florence Natural Gas Dept.    Trade Vendor              $113,358

Avondale Mills                Trade Vendor              $103,610

Frontier CIT                  Trade Vendor               $94,537

Danny R. Hendrix/Revenue      Trade Vendor               $89,262
Commissioner

Gale Smith & Co.              Trade Vendor               $76,214

Everlight USA, Inc.           Trade Vendor               $53,991

Dystar, LP                    Trade Vendor               $44,880

Versa Chem, Inc.              Trade Vendor               $44,044

Frontier Capitol              Trade Vendor               $43,608

Florence Utilities            Trade Vendor               $40,107

CIT Services Group            Trade Vendor               $25,422

CIBA Speciality Chemicals     Trade Vendor               $16,139

E.I. Du Pont De Nemours &     Trade Vendor               $14,843
Co.

GrozBeckert USA, Inc.         Trade Vendor               $14,153


TIME WARNER: S&P Junks Proposed $200 Million Senior Notes
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
Time Warner Telecom Holdings Inc.'s -- TWT Holdings -- planned
$200 million of notes to be issued under Rule 144A with
registration rights as an add-on to its 9.25% senior notes due
2014.  Time Warner Telecom Holdings is an intermediate holding
company for Littleton, Colorado-based competitive local exchange
carrier Time Warner Telecom, Inc. -- TWT.

The rating outlook on TWT and TWT Holdings has been revised to
negative from stable.  All existing ratings, including the 'B'
corporate credit rating, were affirmed.

Although Time Warner, Inc., has a 71% voting interest in TWT, no
support from Time Warner, Inc., is imputed.  Net proceeds of the
offering will be used to fund the company's capital expenditures.
Following the closing of the offering, the company will use cash
on hand to redeem a portion of Time Warner Inc.'s 9.75% senior
notes due 2008.  The new unsecured notes are junior to potential
bank borrowings, as well as the senior secured second-lien notes
and obligations at the operating companies.  Given the degree of
concentration of such obligations relative to total assets, these
notes are rated two notches lower than the corporate credit
rating.

"The outlook change reflects the continuing challenging business
environment that has hampered TWT's ability to achieve meaningful
revenue growth in 2004," explained Standard & Poor's credit
analyst Catherine Cosentino.  "This lack of growth creates
uncertainty about prospects for business expansion in 2005 and
beyond.  While the company did achieve 5% growth in overall
revenues for the 2004 fourth quarter, a lack of significant
revenue growth over the next few years will impede the company's
ability to achieve a meaningful level of net free cash flow (after
capital expenditures)."

Ratings reflect TWT's aggressive leverage and high business risk,
despite its ongoing sales efforts in light of continued and
potentially higher prospective competition from the incumbent
local carriers and the vulnerabilities that the company may face
in a weak telecom environment.  TWT has also faced continued
disconnects by carriers grooming and paring down their network
requirements and, to a lesser extent, by enterprise customers
cutting back telecommunications services spending.

As a result of both financial and operating factors, the company
experienced a loss of about $8 million in monthly revenue due to
disconnects in the nine months ended Sept. 30, 2004.  Despite such
pressures, however, TWT was able to maintain a stable level of
quarterly EBITDA of about $50 million during 2004 due to its
aggressive selling efforts and increased sale of higher-margin
products and services.  Yet due to the capital intensive nature of
its business, the company has continued to be net free cash flow
negative after capital expenditures and has not been able to
achieve any appreciable improvement in its high leverage levels
(debt to EBITDA was at nearly 6x for 2004).


TOMMY HILFIGER: S&P Pares Corporate Credit Rating to BB- from BB
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Tommy
Hilfiger USA, Inc., including its corporate credit rating to 'BB-'
from 'BB'.

The ratings remain on CreditWatch with negative implications,
where they were placed on Nov. 3, 2004. The men's and women's
sportswear, jeanswear, and childrenswear company had about
$343 million in long-term debt outstanding as of Dec. 31, 2004.

"The rating actions reflect our concern regarding the company's
negative operating trends, including the continued decline in
revenues and the significant contraction in pre-tax earnings for
the quarter ended December 2004," said Standard & Poor's credit
analyst Susan Ding.  (The company currently does not report after-
tax earnings and has not filed 10Qs, due to a previously disclosed
government investigation.  The U.S. Attorney's office for the
Southern District of New York is conducting an investigation
regarding commission payments to a foreign subsidiary.)

The company reported weaker-than-expected results for the quarter
ended December 2004, primarily in its U.S. wholesale segment,
which continued to experience significant revenue drop, and
higher-than-expected markdowns for the fall and holiday season.
Tommy Hilfiger's wholesale revenues declined by about 19% for the
quarter, driven primarily by a 30.8% contraction in its U.S.
wholesale business.  In addition, the company also revised its
fiscal 2005 forecast downwards, reflecting the negative effect of
lower revenues and higher markdowns.

While the company currently has sufficient liquidity resources,
Standard & Poor's remains concerned with potential constraints
that could affect the company's financial resources due to the
additional legal costs arising from the government investigation
and the class action lawsuits against the company.  Standard &
Poor's will continue to closely monitor developments as they
occur.  Resolution of the CreditWatch will depend on the outcome
of the company's internal investigation and Standard & Poor's
review of the company's business strategies and operating trends.


TOWER AUTOMOTIVE: Court Approves First Day Motions
--------------------------------------------------
Tower Automotive, Inc., has received approval of its "first day
motions" relating to employee, financing and other operational
matters from the U.S. Bankruptcy Court for the Southern District
of New York.  The motions encompass a number of issues related to
the continued operation of the company in the normal course.

Among the motions approved by the Court on Feb. 3, include those
relating to the continued:

   -- payment of employee salaries, wages and benefits,

   -- honoring of warranties and other obligations to customers,
      and

   -- use of the company's existing cash management systems.

Additionally, the company received approval of its request to
immediately access $125 million of the $725 million debtor-in-
possession financing it arranged with JPMorgan.  The company
expects to receive approval to access the full amount of its
financing commitment at a hearing scheduled on Feb. 28, 2005.

Kathleen Ligocki, Tower Automotive's President and Chief Executive
Officer, said, "We are pleased to have received Court approval for
all of our motions related to financing and employees, which
enable us to operate our business as usual.  I am also pleased to
report that our operations have continued running during the first
two days since our reorganization filing.  Tower's customers have
been supportive of the company during this difficult period, and
we will continue to work hard to meet their needs.  I also had the
opportunity to meet with many Tower colleagues, and I feel they
understand why we have taken this action and know the key role
they play in the future success of the company."

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc. --
http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo. Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components. The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through 05-
10601). James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq., Anup
Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet, Esq.,
at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts. When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts


UAL CORP: Court Extends Exclusive Plan Filing Period to April 30
----------------------------------------------------------------
Judge Wedoff of the United States Bankruptcy Court for the
Northern District of Illinois gives UAL Corporation and its
debtor-affiliates until April 30, 2005, to file a Chapter 11 Plan
and until June 30, 2005, to solicit acceptances of the Plan.

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)


US AIRWAYS: January 2005 Load Factor Up 3.9% from 2004
------------------------------------------------------
US Airways reported its January 2005 passenger traffic.

Mainline revenue passenger miles for January 2005 increased 3.9
percent on a 2.0 percent decrease in available seat miles compared
to January 2004.  The 68.3 percent passenger load factor, which
was the highest for any January in the company's history, is a 3.9
percentage point increase compared to January 2004.

The two wholly owned subsidiaries of US Airways Group, Inc.,
Piedmont Airlines, Inc. and PSA, Inc., and MidAtlantic Airways,
reported a 139.1 percent increase in revenue passenger miles for
January 2005, on 98.6 percent more capacity, compared to January
2004.  The passenger load factor was 53.5 percent, a 9.1
percentage point increase compared to January 2004.

Mainline system passenger unit revenue for January 2005 is
expected to decrease between 6.0 percent and 7.0 percent compared
to January 2004.

US Airways ended the month of January 2005 completing 95.8 percent
of its scheduled departures compared to 98.5 percent in January
2004, mostly due to severe winter weather in the East.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

         * US Airways, Inc.,
         * Allegheny Airlines, Inc.,
         * Piedmont Airlines, Inc.,
         * PSA Airlines, Inc.,
         * MidAtlantic Airways, Inc.,
         * US Airways Leasing and Sales, Inc.,
         * Material Services Company, Inc., and
         * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820). Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts. In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.


US AIRWAYS: Wants to Amend Airbus Agreements
--------------------------------------------
US Airways, Inc., and its debtor-affiliates seek the authorization
of the U.S. Bankruptcy Court for the Eastern District of Virginia
to implement transactions with Airbus North America Sales Inc.,
including:

   (1) entry into amendments to the Airbus A319/A320/A321
       Purchase Agreement between AVSA, S.A.R.L., as Seller, and
       US Airways Group, Inc., as Buyer;

   (2) entry into amendments to the Airbus A330/A340 Purchase
       Agreement, between AVSA, as Seller, and Group, as Buyer;

   (3) entry into the AFS Agreement, between Airbus Financial
       Services and US Airways, Inc.; and

   (4) waiver of the Debtors' potential avoidance actions.

In the late 1990s, the Debtors entered into the A320 Purchase
Agreement and the A330 Purchase Agreement, under which the Debtors
committed to buy and take delivery from AVSA of A319, A320, A321,
A330 and A340 model aircraft, pursuant to a delivery schedule.
The Purchase Agreements provided the Debtors with credits, which
could be applied to the purchase of goods and services from AVSA.

On the bankruptcy petition date, the Debtors operated five Airbus
aircraft that were financed pursuant to trust indentures and
mortgages, with Aviateur International Limited holding the
requisite secured notes.  The majority of the Debtors' Airbus
aircraft were financed pursuant to Enhanced Equipment Trust
Certificate transactions.  Pursuant to the 2000-1 EETC
transaction, which the Debtors entered into via the 2000-1C
Certificates Purchase Agreement, the Debtors acquired certain C
notes.

Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado,
explains that the Debtors want to enter into the Airbus Letter
Agreement to:

  a) resolve certain existing issues and claims;

  b) terminate their rights and obligations to acquire 35
     Airbus aircraft;

  c) implement a delayed delivery schedule under the Purchase
     Agreements; and

  d) provide them with immediate cash upon conversion of credit
     memoranda.

The parties amend the terms of the A320 Purchase Agreement to
provide for a delayed schedule for the delivery of A320 and A321
model aircraft.  The parties also agree to:

   -- a conversion of $1,528,000 in credits to a current cash
      payment to the Debtors;

   -- a conversion of $1,162,000 of the current outstanding
      balance of goods and services credit to a current cash
      payment to the Debtors, leaving the Debtors with a goods
      and services credit balance of $648,000;

   -- an allowance of the Debtors' remaining goods and services
      credits with AVSA.

However, after application of all credits, AVSA may suspend
deliveries of goods and services if the Debtors fail to pay trade
invoices and the Debtors' trade payable balance exceeds $500,000.

The amendments to the A320 Purchase Agreement also provide for the
cancellation of all rights or obligations of the Debtors and AVSA
for purchase and delivery of 35 Purchase Right Aircraft, with AVSA
paying the Debtors $2,943,000.  The Debtors also waive their
rights to assert avoidance claims under Section 547 of the
Bankruptcy Code for application of goods and services credits.

The A330 Purchase Agreement is modified to provide for a delayed
schedule for delivery of A330 model aircraft and conversion of
$500,000 in credits to a cash payment to the Debtors, reducing the
credit balance to zero.

Pursuant to the AFS Agreement, AFS agrees to waive its rights to
liquidated damages for certain aircraft financing transactions
until December 31, 2005.  The Debtors may purchase the Class C
Pass Through Certificates, Series 2001-1 and the 8.39% Pass
Through Certificates, Series 2000-3C, Class C held by AFS for the
outstanding balance.  The Debtors will not assert avoidance
claims.

Mr. Leitch tells Judge Mitchell that these Transactions resolve
the uncertainty between the Debtors and the Airbus Entities.  The
Airbus Agreements allow the Debtors to receive over $3,100,000
from the conversion of credit memoranda to cash.  The Debtors will
be able to use the $2,900,000 balance of the credit memoranda for
the purchase of goods and services from AVSA, due to cancellation
of their rights and obligations to acquire the 35 Purchase Right
Aircraft.  These Transactions will result in benefits to the
Debtors' estate and will enhance the prospects for a successful
reorganization.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.  (US Airways Bankruptcy News, Issue
No. 80; Bankruptcy Creditors' Service, Inc., 215/945-7000)


USG CORP: Has Until June 30 to File Plan of Reorganization
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
the period within which USG Corporation and its debtor-affiliates
has the exclusive right to file a chapter 11 plan to
June 30, 2005, to give the Debtors more time to resolve two
principal issues -- the amount of the asbestos claims and the
determination of which entity must pay those claims.   Resolving
these issues is necessary to formulate a confirmable chapter 11
plan.

The Court also extended the Debtors' exclusive period to solicit
votes on that plan through August 31, 2005.

Headquartered in Chicago, Illinois, USG Corporation
-- http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.
01-02094).  David G. Heiman, Esq., and Paul E. Harner, Esq., at
Jones Day represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.


USGEN: Classification of Claims & Interests Under the Plan
----------------------------------------------------------
In accordance with Section 1122 of the Bankruptcy Code, USGen New
England Inc.'s Plan of Liquidation groups claims and equity
interests into four classes.

Administrative Claims, Fee Claims, and Priority Tax Claims have
not been classified and the holders of these Claims are not
entitled to vote to accept or reject the Plan, pursuant to
Section 1123(a)(1).

  Class  Description              Recovery Under The Plan
  -----  -----------              -----------------------
   N/A   Administrative Claims    Paid in full in Cash

   N/A   Fee Claims               Paid in Cash

   N/A   Priority Tax Claims      Paid in full in Cash, including
                                  Postpetition Interest

     1   Secured Claims           Unimpaired

                                  Holder will receive:

                                  (a) 100% of recovery amount,
                                      including Postpetition
                                      Interest; or

                                  (b) the returned collateral.

     2   Priority Claims          Unimpaired

                                  Paid in full in Cash, including
                                  Postpetition Interest

     3   General Unsecured        Impaired
         Claims
                                  Paid in full in Cash, including:

                                  (a) Postpetition Interest; or

                                  (b) Modified Postpetition
                                      Interest.

                                  Shareholder Participation in the
                                  BSC Claim will not accrue or
                                  receive any Interest.

     4   Interests                Impaired

                                  NEGT will continue to retain
                                  Interests on and after the
                                  Effective Date.  NEGT will
                                  receive, separate and apart from
                                  the Shareholder Participation,
                                  as a Distribution on account of
                                  such Interests: payment, if any,
                                  by the Disbursing Agent from the
                                  remainder of the Distribution
                                  Fund, Administrative Reserve,
                                  Disputed Claims Reserve and any
                                  other remaining Retained Estate
                                  assets after the payment in full
                                  of all Allowed Administrative
                                  Claims, Allowed Fee Claims,
                                  Allowed Priority Tax Claims, all
                                  other Allowed Claims and the
                                  Shareholder Participation under
                                  the Plan and subject to the
                                  terms of the Plan.

Headquartered in Bethesda, Maryland, USGen New England, Inc., an
affiliate of PG&E Generating Energy Group, LLC, owns and operates
several electric generating facilities in New England and
purchases and sells electricity and other energy-related products
at wholesale. The Debtor filed for Chapter 11 protection on
July 8, 2003 (Bankr. D. Md. Case No. 03-30465). John E. Lucian,
Esq., Marc E. Richards, Esq., Edward J. LoBello, Esq., and Craig
A. Damast, Esq., at Blank Rome, LLP, represent the Debtor in its
restructuring efforts. When it sought chapter 11 protection, the
Debtor reported assets amounting to $2,337,446,332 and debts
amounting to $1,249,960,731.


U.S. MINERAL: Court Says Only Trustee Can File & Prosecute Plan
---------------------------------------------------------------
The Honorable Judith K. Fitzgerald of the U.S. Bankruptcy Court
for the District of Delaware gave Anthony R. Calascibetta, the
Chapter 11 Trustee for the estate of United States Mineral
Products Company, d/b/a Isolatek International, sole authority to
file and prosecute a Disclosure Statement and Plan of
Reorganization in the Debtor's chapter 11 case.

Judge Fitzgerald's decision modifies the Plan Filing Stay order
she entered on July 22, 2004, that gave Mr. Calascibetta's more
time to file and prosecute a Plan for the company.

Mr. Calascibetta and the Official Committee of Asbestos Personal
Injury and Property Damage Claimants inked a Stipulation Agreement
on Dec. 16, 2004, in which Mr. Calascibetta's sole authority to
file and prosecute a Plan will become permanent without further
orders from the Court if a Plan is not prosecuted by Jan. 24,
2005.

Judge Fitzgerald approved the Stipulation on Jan. 25, 2005, giving
Mr. Calascibetta's authority permanent and without further orders
from the Court.

Mr. Calascibetta's request is based on the fact that despite two
Amended Plans being filed by the Debtor since the Petition Date,
those Plans had provisions that were still unacceptable to the
Asbestos Committee Claimants, the Trade Committee and the Legal
Representative for Future Asbestos Claimants.

Mr. Calascibetta explains that with the Debtor's exclusive period
to file a plan under Section 1121 of the Bankruptcy Code
terminating last year, the Stipulation is in the best interests of
the Debtor, its estate, and the creditors and other parties in
interest.

Mr. Calascibetta assures the Court that he will work together with
the Asbestos Committee Claimants, the Debtor's creditors and other
parties in interest in formulating a consensual and confirmable
Plan that would satisfy claims and successfully reorganize the
Debtor.

Headquartered in Stanhope, New Jersey, United States Mineral
Products Company manufactures and sells spray-applied fire
resistive material to the constructions industry in North America
and South America.  The Company filed for chapter 11 protection on
July 23, 2001 (Bankr. D. Del. Case No. 01-2471).  Henry Jon
DeWerth-Jaffe, Esq., at Pepper Hamilton LLP, represent the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$23,773,000 and total debts of $13,864,000.


WARNER TELECOM: Partial Refinancing Cues Moody's to Affirm Ratings
------------------------------------------------------------------
Moody's Investors Service affirms the debt ratings of Time Warner
Telecom, Inc.'s and Time Warner Telecom Holdings, Inc., in light
of the proposed partial refinancing of its 9-3/4% senior unsecured
notes.

Moody's affirms the ratings of:

   -- Time Warner Telecom, Inc.:

      * Senior implied rating at B2

      * Issuer rating at B3

      * Speculative grade liquidity rating at SGL-1

      * 9-3/4% Sr. Notes due in 2008 at B3

      * 10 1/8% Sr. Notes due in 2011at B3

   -- Time Warner Telecom Holdings Inc.:

      * Sr. Sec.1st Priority Revolver at B1

      * Sr. Sec. 2nd Priority FRN due in 2011at B1

      * 9-1/4% Sr. Notes due in 2014 at B2.

The rating outlook remains negative.

Time Warner Telecom's B2 senior implied rating reflects Moody's
concerns about fundamental competitive challenges confronting the
CLEC industry, in general, and Time Warner Telecom's operations,
specifically.  In order to support its significant debt burden,
Moody's believes Time Warner Telecom must achieve and sustain
fairly high top-line growth, which would require taking market
share from established and better-capitalized competition.

The company's high leverage and its inability, to date, to
generate free cash flow also constrains its strategic options in a
challenging market, and thus suppresses the ratings. Time Warner
Telecom's good liquidity position, healthy EBITDA margins, recent
growth in its enterprise customer business, and the strength of
its management team supports the ratings.

Moody's also recognizes Time Warner Telecom's success in
stabilizing its core revenue, as the growth in its enterprise
segment has offset declines in the carrier and ISP market as well
as reductions in intercarrier compensation due to regulatory
changes.  The rating also incorporates the favorable resolution of
Time Warner Telecom's bankruptcy claim with MCI, its reduced
exposure to changes in intercarrier compensation, as well as its
advantageous cost structure and operational efficiency which
result from the scalability of its Ethernet platform.

Moody's believes that Time Warner Telecom's free cash flow
generation is delayed by its business plan, which requires
significant success-based capital investment.  Moody's does not
expect Time Warner Telecom to generate positive free cash flow
until at least 2008, given its high interest burden and investment
needs, which have averaged at the high end of the industry, with
capital expenditure expected to surpass 20% of revenue for at
least the intermediate term.

Time Warner Telecom's negative ratings outlook reflects Moody's
concern that these investment requirements, which are necessary to
support its on-going strategic initiative and revenue growth, will
continue to require cash beyond that generated though continuing
operations, thus eroding the company's financial strength over the
next several years.

Moody's believes that, over the intermediate term, an increased
emphasis by RBOCs and other CLECs on implementing technology
similar to that of Time Warner Telecom will erode Time Warner
Telecom's competitive advantage, which is currently driven by
product differentiation.  If Time Warner Telecom fails to defend
its customer base, all else held equal, lower long term business-
growth prospects may lead to lower ratings at the Company, which
is dependent on profitable growth the service its debt.

Moody's rating also assumes that further anticipated declines in
carrier demand, due to consolidation in both the wireless and
wireline segment of the telecommunication market, will only
modestly affect Time Warner Telecom earnings.  Should Time Warner
Telecom fail to successfully replace revenue lost to consolidation
or adequately reduce its cost structure over the intermediate term
to neutralize the impact on earnings, the ratings are likely to
fall.  Specifically, sustained EBITDA margins of below 25% or net
debt to EBITDA of higher than 5.5x would likely lead to a ratings
downgrade.

If Time Warner Telecom is able to achieve sufficient scale to
further leverage fixed operational cost and infrastructure
investment and neutralize, its current cash burn, the rating
outlook is likely to stabilize.  If Time Warner Telecom is also
able to consistently demonstrate reduced earnings volatility
resulting from improved revenue diversification, coupled with
meaningful cost reductions, the outlook may also stabilize.

Furthermore, if Time Warner Telecom can achieve sustained success
that results in several consecutive quarters of free cash flow,
the ratings could rise.  Specifically, sustained EBITDA margins in
excess of 35% coupled with reduced investment levels that allow
for a free cash flow to debt metric in excess of 5% would like
lead to higher ratings.

The rating also incorporates the Company's strong liquidity
position, which should allow it to weather several years of modest
cash burn while it continues to build out its network.  Moody's
believes that Time Warner Telecom's significant cash and
marketable security holding as well as $150 million unused
availability under its revolving credit facility provided
sufficient cushion to meet near term operating and investing
needs.

Moody's also notes that the proposed transaction strengthens Time
Warner Telecom's debt maturity profile and thus supports its
liquidity as well as its long-term ratings. Time Warner Telecom's
speculative grade liquidity rating may come under pressure in the
intermediate term, however, if the company's cash burn rate
accelerates while it builds out its infrastructure.

Moody's maintains the 9 % notes' rating at the B2 senior implied
level, as well as the senior unsecured notes at Time Warner
Telecom at B3, one notch below the senior implied rating, despite
the increased structural subordination resulting from this
refinancing.  The notching assumes that Time Warner Telecom 's
proposed refinancing will effectively transfer $200 million of
debt from TWTC to Holdings.

Moody's notes that this additional subordination of the parent
company obligations to higher amounts of Holdings debt puts
pressure on the B3 ratings at Time Warner Telecom.  Additional
subordination of the Time Warner Telecom debt beyond this
incremental $200 million could lead to a downgrade of the debt
ratings at the Time Warner Telecom layer of the capital structure.

Time Warner Telecom Inc., headquartered in Littleton, Colorado,
provides data, dedicated Internet access, and local and long
distance voice services to business customers in 44 metropolitan
markets in the United States.


WILLAMETTE VALLEY: List of its 20 Largest Unsecured Creditors
-------------------------------------------------------------
Willamette Valley Distributing, L.L.C., released a list of its 20
Largest Unsecured Creditors:

   Entity                     Nature of Claim         Claim Amount
   ------                     ---------------         ------------
Oregon Dept. of Revenue       Tobacco tax               $1,516,492
BUS Tobacco Compliance
P.O. Box 14725
Salem, OR 97309

Carolina Tobacco Company      Promissory note           $154,114
5620 SW Dover Lane
Portland, OR 97225

American Express              Trade debt                $121,691
Box 0001
Los Angeles, CA 90096

Wells Fargo Bank              Trade debt                 $43,118

General Tobacco Inc.          Trade debt                 $32,250

Zurich North America          Trade debt                 $28,219

USA Tobacco Distributing Inc  Trade debt                 $27,238

Santa Fe Natural Tobacco      Trade debt                 $26,686

Key Bank Credit Line          Trade debt                 $14,901

Swisher International Inc.    Trade debt                 $11,964

US Bank Visa                  Trade debt                  $6,913

Inter Continental Cigar Corp  Trade debt                  $6,589

M and R Holdings Inc.         Trade debt                  $6,537

Mobile Motor Medic Ltd.       Trade debt                  $6,200

National Tobacco Inc.         Trade debt                  $5,316

Quaker                        Trade debt                  $4,090

ConAgra Foods                 Trade debt                  $3,251

William J. Stalnaker, Esq.    Legal Services              $2,796

Sunset Fuel Co.               Trade debt                  $2,510

Ranson Blackman LLP           Legal Services              $2,284

Headquartered in Oregon City, Oregon, Willamette Valley
Distributing, L.L.C. is a tobacco distributor.  The Company filed
for chapter 11 protection (Bankr. D. Ore. Case No. 05-30712) on
January 25, 2005.  Stephen T. Boyke, Esq., at Greene & Markley,
P.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.


WILTEL COMM: SBC Acquisition Prompts Moody's to Change Outlook
--------------------------------------------------------------
Moody's Investors Service changed the outlook of WilTel
Communications LLC, a wholly owned subsidiary of WilTel
Communications Group, Inc., to negative from stable due to the
impact SBC's acquisition of AT&T may have on WilTel's revenue
stream once the merger is complete.

Additionally, under the terms of WilTel Communications' credit
agreement, the SBC announcement is considered a material adverse
effect.  As a result, WilTel is currently unable to access the $25
million revolving credit facility.

The announcement does not affect the scheduled amortization of the
$360 million term loans.  Subsequent termination of the preferred
provider agreements, however, would be deemed an event of default
under the credit agreement unless waived by the lender group.

The ratings affirmed are:

   * Senior Implied Rating -- B3

   * Issuer Rating -- Caa2

   * $25 million Revolving Senior Secured Credit Facility due 2009
     -- B2

   * $260 million First-Priority Senior Secured Term Loan due 2010
     -- B2

   * $100 million Second-Priority Senior Secured Term Loan due
     2011 -- Caa1

Outlook is changed from stable to negative

Approximately 65% of WilTel Communications' revenues come from its
relationship with SBC.  WilTel is SBC's preferred provider of long
distance services and has benefited from the growth of SBC's long
distance and broadband businesses as well as its wireless
affiliate, Cingular Wireless.  If SBC plans on moving its long
distance traffic to AT&T upon completion of the merger, Moody's
will likely place WilTel's ratings on review for downgrade as the
preferred provider relationship is a key support for its present
ratings.

In addition to the support provided by its relationship with SBC,
WilTel Communications' ratings reflect the highly competitive long
haul market in which WilTel operates and its relatively short
post-bankruptcy operating history.  Even with the preferred
provider SBC relationship intact, Moody's expects that the company
will realize only nominal revenue growth and EBITDA margin
improvement.  As a result, free cash flow generation will depend
largely on careful operating expense and capital investment
management.

Without the SBC preferred provider agreements, Moody's believes
WilTel Communications would burn a substantial amount of cash.  To
the extent the SBC and AT&T merger requires a long regulatory
approval process and a slow transition of traffic from WilTel's
network to AT&T's, the rating impact could be substantially
limited if WilTel can replace the traffic and/or secure some
compensation from SBC under its existing preferred provider
agreements.  Moody's believes the task of replacing this traffic
will be challenging given the tough long haul competitive
environment.

WilTel Communications is a long distance carrier headquartered in
Tulsa, Oklahoma.


WYNDEMEIR ON LAKE: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Wyndemeir on Lake Mytron, Inc.
        246 Topper Road
        Fairfield, Pennsylvania 17320

Bankruptcy Case No.: 05-00550

Type of Business: The Debtor provides assisted living services.

Chapter 11 Petition Date: February 3, 2005

Court: Middle District of Pennsylvania (Harrisburg)

Debtor's Counsel: Robert L. Knupp, Esq.
                  Knupp Kodak and Imblum PC
                  407 North Front Street
                  P.O. Box 11848
                  Harrisburg, PA 17108
                  Tel: 717-238-7151
                  Fax: 717-238-5258

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 12 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Adams County Tax Claim                                   $24,000
Bureau
111-117 Baltimore
Gattysburg, PA 17325

ASPIRE ASPIRE                                             $3,883
P.O. Box 23007
Columbus, GA 31902

Shipley Energy                                            $1,054
P.O. Box 946
York, PA 17405

Carl E. Frantz Inc.           Judgment                    $1,018

Agway Energy Products                                     $1,002

First General Services of     judgment                      $586
Pen-Mar

Verizon Wireless                                            $448

Mays Plumbing                                               $365

Alexander Plumbing                                          $306

Mcglalughlin's Refrig. & App.                               $130

Waste Management                                             $89

Greencastle Hauling                                          $48


XEROX CORP: Fitch Affirms Senior Unsecured Debt at BB
-----------------------------------------------------
Fitch Ratings has affirmed Xerox Corp. and its subsidiaries' debt
ratings:

     -- Senior unsecured debt 'BB';
     -- Senior secured bank credit facility 'BBB-'.

Fitch also upgrades the trust preferred securities to 'B+' from
'B' due to the company's strengthening financial profile and
recovery prospects.  The Rating Outlook is revised to Positive
from Stable by Fitch.  Approximately $6 billion of securities are
affected by Fitch's action.

The Positive Outlook and Xerox's ratings reflect the company's
improved credit protection measures and adequate liquidity
profile, consistent operating and financial performance,
simplified capital structure, and progress in reducing core debt.
Xerox continues to execute its operating strategy, and despite
challenging prospects for growth in the near-term, Fitch expects
operating performance will remain stable.  Consistent financial
and operational performance and strong free cash flow, along with
successful core debt reduction, could result in further positive
rating actions.

Rating concerns center on the increasingly competitive nature of
the printing equipment manufacturing industry and the need for
Xerox to grow equipment revenues and improve the performance of
the developing markets operations segment.  Fitch anticipates
tepid revenue growth in 2005 with continued margin pressures
associated with the company's various end markets, particularly
the office and low-end printer segments.  While Xerox has
significant unsecured debt maturities in 2005 and uncertain
liabilities regarding outstanding litigation, Fitch believes that
the company has sufficient liquidity and financial flexibility to
meet maturities and absorb a reasonable adverse monetary outcome
from litigation.

Credit protection measures for the latest twelve months ending
Dec. 31, 2004, continue to show sequential improvement.  Xerox's
leverage, measured by total debt to total EBITDA, is estimated to
be approximately 4.9 times compared with 5.1x and 6.0x for 2003
and 2002, respectively.  Similarly, Fitch estimates Xerox's core
leverage (defined as nonfinancing debt divided by nonfinancing
EBITDA) at year-end 2004 declined to approximately 1.8, compared
with 2.2x in 2003 and 3.6x for 2002, respectively.  In addition,
the company's overall interest coverage (including the financing
segment) was 2.9x, while Fitch estimates core interest coverage
(defined as core EBITDA divided by core interest expense) was
approximately 7.3x at year-end 2004, compared with 6.0x and 3.7x
for 2003 and 2002, respectively.  Fitch expects overall and core
credit protection measures will remain stable and should gradually
improve as a result of core debt levels being reduced from free
cash flow while operational EBITDA remains flat.

Xerox has maintained adequate liquidity and has been successful in
obtaining secured funding for its finance receivables, as well as
improving its working capital metrics.  The company's liquidity at
Dec. 31, 2004, consists of more than $3.2 billion of cash,
consistent annual free cash flow above $1.5 billion the past three
years, and an undrawn $700 million bank facility revolver expiring
September 2008.

To support business growth, Xerox also has access to a secured
eight-year $5.0 billion credit facility provided by General
Electric Vendor Financial Services expiring in October 2010.  This
facility is used for secured loans backed by U.S. finance
receivables arising from the sale of Xerox's products.  At Dec.
31, 2004, approximately $2.5 billion was available under this
facility.  In addition, in June 2004, Xerox arranged a three-year
$400 million revolving credit facility secured by U.S. accounts
receivable with General Electric Capital Corporation; as of Dec.
31, 2004, approximately $200 million was drawn from this facility.
Additionally, Xerox has various multiyear committed secured
funding facilities totaling approximately $2.0 billion, of which
approximately $400 million was available at year-end.

As of Dec. 31, 2004, total debt was $10.1 billion, not considering
the $889 million of mandatorily convertible preferred stock due
July 2006, or the $665 million of trust preferred securities due
2027.  Approximately $4.4 billion of total debt is secured by
various finance receivables, and Fitch believes this will remain
consistent while core debt (nonfinancing operations) should be
reduced.

Xerox's finance receivables totaled $8.5 billion at Dec. 31, 2004.
Debt maturities for 2005 are estimated at $3.1 billion, of which
$1.9 billion is from secured debt and the majority of the
remaining amount, over $900 million, is issued by Xerox Credit
Corp.  Fitch believes free cash flow, along with a strong cash
balance, will enable the company to manage debt maturities and
other obligations.  Additional cash outlays are expected to
continue in 2005 for the company's pension plans, as well as
minimal remaining cash charges for previous restructuring charges,
mostly for severance payments.

In addition to Xerox Corp., the ratings affected are:

     * Xerox Credit Corp. and
     * Xerox Capital (Europe) PLC's rated senior debt and
     * Xerox Corp.'s $1.0 billion senior secured bank credit
       facility, which is also available to

                -- Xerox Canada Capital Limited and
                -- Xerox Capital (Europe) PLC.


ZEMACH CORPORATION: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: Zemach Corporation
             725 Avenue North
             Brooklyn, New York 11230

Bankruptcy Case No.: 05-10614

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Bram Will El LLC                           05-10616
      William Muschel, LLC                       05-10617

Chapter 11 Petition Date: February 3, 2005

Court:  Southern District of New York (Manhattan)

Judge:  Robert D. Drain

Debtor's Counsel: Mark A. Frankel, Esq.
                  Backenroth Frankel & Krinsky, LLP
                  489 Fifth Avenue
                  New York, New York 10017
                  Tel: (212) 593-1100
                  Fax: (212) 644-0544

                             Total Assets    Total Debts
                             ------------    -----------
     Zemach Corporation       $13,602,000     $7,024,889
     Bram Will El LLC          $6,000,000     $7,030,904
     William Muschel, LLC     $10,003,000     $7,024,289

A.  Zemach Corporation's 4 Largest Unsecured Creditors:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
Atlantic Welding & Sprinkler     Initial payment          $7,000
8 Wyckoff Avenue                 towards $48,000
Brooklyn, NY 11237               sprinkler contract

Erwin Yesselman                  Management               $6,000
85 Silver Lake Road
Staten Island, NY 10301

Penn Proefiedt Schwarzfeld       Serivces                 $2,477
114 W 47 Street, 19 Floor
New York, NY 10036

Con Edison                                                $1,366
JFK Station
PO Box 1702
New York, NY 10116


B.  Bram Will El LLC's 6 Largest Unsecured Creditors:

    Entity                       Nature of Claim    Claim Amount
    ------                       ---------------    ------------
Imico Funding                    Value of Security:   $7,000,000
c/o Stark Amron et al.           $6,000,000
7 Penn Plaza Ste. 600
New York, NY 10001

City of New York                 Value of Security:      $24,289
NYC Law Department               $6,000,000
100 Church Street                Value of Senior Lien:
New York, NY 10007               $7,000,000

Erwin Yesselman                  Management               $6,000
85 Silver Lake Road
Staten Island, NY 10301

Atlantic Welding & Sprinkler                                $350
8 Wyckoff Avenue
Brooklyn, NY 11237

Penn Proefiedt Schwarzfeld       Serivces                   $200
114 W 47 Street, 19 Floor
New York, NY 10036

Con Edison                                                   $65
JFK Station
PO Box 1702
New York, NY 10116


ZEUS SPECIAL: S&P Assigns B Ratings to Senior Discount Notes
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to Zeus
Special Subsidiary Ltd.'s senior discount notes due 2015, which
will initially yield $300 million of net proceeds.  The notes will
be issued under Rule 144A with registration rights.  They will
accrete for five years and then pay cash interest.  Parent
Intelsat Ltd. will be the co-obligor.

The outlook on Intelsat was revised to negative from stable.
Ratings on the company (including the 'BB-' corporate credit
rating) and its affiliates were affirmed.

"The outlook revision is a direct result of the proposed note
issue," noted Standard & Poor's credit analyst Rosemarie
Kalinowski.  "The revision reflects not only the increase in
absolute debt, but also a shift to a somewhat more aggressive
financial policy."  The new notes will be used to repay preferred
stock issued by Intelsat's 100% owner, Zeus Holdings Ltd.

Proceeds from the new debt will remain at Zeus Special Subsidiary
Ltd. pending FCC approval of a reorganized corporate structure.
Upon FCC approval, the senior discount notes will then become an
obligation of Intelsat Bermuda Ltd. and the $650 million credit
facility and $2.55 billion of senior unsecured notes that
currently reside at Intelsat Bermuda Ltd. will become obligations
of the newly created Intelsat Subsidiary Holding Co. Ltd.  The new
Zeus Special Subsidiary Ltd. notes are rated two notches lower
than the corporate credit rating, reflecting that, after the
reorganization, these notes will be junior to all of the debt at
Intelsat Subsidiary Holding Co. Ltd. Pro forma for the new
discount notes issue, as of Sept. 30, 2004, debt to EBITDA weakens
slightly to 6.3x from 5.9x, while EBITDA coverage of gross
interest expense is in the low 2.0x area.  In the event that the
FCC does not approve the reorganization, the discount notes will
be redeemed.

On Jan. 28, 2005, Zeus Holdings Ltd. completed its largely debt-
financed acquisition of Intelsat Ltd. Ratings on Intelsat reflect
the significant financial risk accruing from that largely debt-
financed acquisition, as well as the more aggressive financial
policy of its new owners.  Business risk concerns include mature
industry growth prospects, excess satellite capacity, competition
from terrestrial fiber networks in the channel product
(point-to-point traffic), and potential risk of satellite failure.
These factors are somewhat mitigated by the solid business risk
characteristics of stable, predictable cash flow from long-term
contracts, limited competition because of high barriers to entry
and orbital slot scarcity over key geographic areas, the essential
nature of satellite services to key customers (particularly
government agencies), and customer diversity.  In addition,
Intelsat's global fleet of satellites enables it to accommodate
the multinational voice, data, and video needs of its solid
customer base.


* Helen Duncan to Lead Fulbright's California Litigation Practice
-----------------------------------------------------------------
The international law firm of Fulbright & Jaworski L.L.P. has
named Helen Lalich Duncan as been named Head of the Litigation
Department for the firm's Los Angeles office.

"With more than 20 years of great trial results, Helen is well
positioned to lead our California litigation practice," said
Stephen C. Dillard, Head of Fulbright's Worldwide Litigation
Department.  "She also exhibits the leadership capacity and
visionary thinking that positions her to be effective in this
role."

Ms. Duncan, who joined Fulbright & Jaworski in 2002, will continue
her national practice focusing on class action, securities,
insurance insolvency, and tax litigation, while further developing
the West Coast litigation practice for increased client service in
the greater Los Angeles area, according to Dillard.

"I'm pleased to have the opportunity to work alongside our
excellent lawyers to broaden our client base and offer the depth
of trial talent for which Fulbright is known," said Ms. Duncan.

Ms. Duncan was recognized as one of the Best Lawyers in America in
2005-2006 and a "Super Lawyer" by Los Angeles Magazine and
Southern California Super Lawyers in 2003-2004.  Additional
information on her experience and professional honors can be found
on the firm's Web site at http://www.fulbright.com/

The Los Angeles Litigation Department includes approximately 45
attorneys whose diverse trial and appellate practice includes
complex business litigation, securities, class action litigation,
antitrust, insurance insolvency related litigation, products
liability, environmental and bankruptcy litigation.

               About Fulbright & Jaworski L.L.P.

Fulbright & Jaworski L.L.P. -- http://www.fulbright.com/-- is
consistently ranked among the best litigation firms in the United
States.  The firm was named a top U.S. dispute resolution law firm
in the Global Counsel 2004/2005 Dispute Resolution Handbook; among
the "Arbitration Elite" by The American Lawyer; a top 10 U.S. law
firm for intellectual property litigation by IP Worldwide; among
the nation's top 30 firms for client service by BTI Consulting and
a top 20 corporate law firm in America by Corporate Board Member
Magazine.  Founded in 1919, Fulbright is a full-service
international law firm, with approximately 900 attorneys in 11
offices.


* Rick Cieri Joins Kirkland & Ellis as Partner in New York Office
-----------------------------------------------------------------
Kirkland & Ellis LLP welcomes Richard (Rick) M. Cieri as a partner
in the Firm's New York office.  The former head of the Business
Restructuring and Reorganization Practice at Gibson, Dunn &
Crutcher LLP, Mr. Cieri will join Kirkland's Restructuring,
Insolvency, Workout & Bankruptcy Practice. Having been involved in
some of the largest Chapter 11 cases in history, he brings a
wealth of experience to Kirkland.

"We are delighted to have a lawyer of Rick's stature join our
partnership," says Thomas D. Yannucci, who chairs Kirkland's
management committee.  "Rick is a recognized leader in his field
and will be a tremendous asset to our Firm.  His arrival will only
further enhance Kirkland's strong and growing New York office."

"I have known Rick for more than 20 years and have worked
alongside him," added James H.M. Sprayregen, the senior-most
partner in Kirkland's Restructuring, Insolvency, Workout &
Bankruptcy Practice.  "He will add a big bat to our talented
lineup."

"This move will allow me to explore new opportunities and new
challenges in a different environment," stated Mr. Cieri.  "I am
delighted to be joining a team as strong as Kirkland & Ellis LLP.
I look forward to helping expand Kirkland's bankruptcy practice."

Mr. Cieri, 48, has been regarded as one of the country's
outstanding restructuring lawyers by numerous leading publications
such as Chambers & Partners.  In Chambers USA: America's Leading
Lawyers for Business 2004 Guide, the publication noted: "Peers
agree that he is a 'megaplayer on the debt side' and a smart deal-
maker."  Lexpert magazine -- a leading Canadian legal publication
-- also called Mr. Cieri an "American superstar" in a March 2003
article on cross-border corporate restructuring.

In addition, he has repeatedly been recognized as a top bankruptcy
lawyer by Turnarounds & Workouts; the K&A Restructuring Register
of "America's Top 100 Restructuring Professionals;" The Best
Lawyers in America; The Guide to the World's Leading Financial Law
Firms; Global Counsel Handbooks: Restructuring and Insolvency
2004/05; and The Guide to the World's Leading Insolvency Lawyers.

In April 2000, The American Lawyer named him as one of its top
corporate Dealmakers of the Year, the first time the publication
ever named a restructuring lawyer to this prestigious list.

Mr. Cieri's practice involves representing debtors, creditors'
committees, and secured creditors in restructurings and
bankruptcies, advising the boards of directors of financially
troubled companies, providing advice in connection with tort and
product liability claims facing a debtor and technology and
intellectual property issues, in the structuring of secured and
commercial transactions (including advice related to fraudulent
conveyance, corporate spin-offs, and related securities issues),
and the acquisition of and lending to financially troubled
companies.

He has played a key role in many of the country's largest Chapter
11 cases and business restructuring matters.  He was debtors'
counsel to:

   -- Federated Department Stores, Inc./Allied Stores Corporation;
   -- Trans World Airlines, Inc.;
   -- LTV Steel Company, Inc.;
   -- Solutia, Inc.;
   -- Laidlaw Inc.;
   -- Allegheny Energy, Inc.;
   -- NRG Energy, Inc.;
   -- The Loewen Group;
   -- Purina Mills, Inc.;
   -- Fruehauf Trailer Corporation;
   -- Montgomery Ward Holding Corp., Incorporated;
   -- World Kitchen, Inc.;
   -- Teleglobe Inc.;
   -- Napster, Inc.;
   -- Morrison Knudsen Corporation;
   -- Great American Communications Company;
   -- The Elder-Beerman Stores Corporation;
   -- Rax Restaurants, Inc.; and
   -- Cardinal Industries, Inc.

in their respective chapter 11 cases or out-of-court
restructurings.

Also, Mr. Cieri was creditors' committee counsel in the Official
Financial Institutions' Committee of:

   -- Kmart Corporation;
   -- Olympia & York Developments Limited;
   -- Allegheny Health, Education and Research Foundation;
   -- the Stratosphere Corporation; and
   -- GWI, Inc. and Specialty Foods Corporation Chapter 11 cases.

He was also counsel to Federated Department Stores in its
acquisition of R.H. Macy & Co., Inc.

He has also gained notoriety on the speaking and writing circuits.
Mr. Cieri has lectured and written numerous articles dealing with
fiduciary duties of directors of financially troubled
corporations, the restructuring of troubled leveraged buyouts,
spin-offs, resolution of tort and product liability claims,
fraudulent conveyances, prepackaged bankruptcy plans, intellectual
property and technology issues in bankruptcy, plan confirmation
and cramdown requirements of the Bankruptcy Code, securities
issues in bankruptcy, and reclamation rights.

Prior to joining Gibson, Dunn, & Crutcher LLP, Mr. Cieri was at
Jones, Day, Reavis & Pogue for 18 years.  His last position there
was as chair of the Business Restructuring and Reorganization
Practice.

He earned his undergraduate degree from State University of New
York at Buffalo and then graduated from the University of Michigan
Law School.

Mr. Cieri is married and has a daughter and a son.

Kirkland & Ellis LLP is a 1,000-attorney law firm representing
global clients in complex workout, insolvency and bankruptcy,
corporate and tax, litigation, dispute resolution and arbitration,
and intellectual property and technology matters.  The Firm has
offices in New York, Chicago, London, Munich, Los Angeles, San
Francisco, and Washington D.C.


* BOND PRICING: For the week of February 7 - February 11, 2005
--------------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Adelphia Comm.                         3.250%  05/01/21    15
Adelphia Comm.                         6.000%  02/15/06    14
AMR Corp.                              4.250%  09/23/23    74
AMR Corp.                              4.500%  02/15/24    71
AMR Corp.                              9.000%  08/01/12    72
AMR Corp.                             10.200%  03/15/20    64
Applied Extrusion                     10.750%  07/01/11    59
Armstrong World                        6.350%  08/15/03    74
Bank New England                       8.750%  04/01/99    11
Burlington Northern                    3.200%  01/01/45    62
Calpine Corp.                          7.750%  04/15/09    70
Calpine Corp.                          7.875%  04/01/08    74
Calpine Corp.                          8.500%  02/15/11    69
Calpine Corp.                          8.625%  08/15/10    69
Cendant Corp.                          4.890%  08/17/06    51
Chic East Ill. RR                      5.000%  01/01/54    60
Comcast Corp.                          2.000%  10/15/29    45
Cluett American                       10.125%  05/15/08    64
Delta Air Lines                        2.875%  02/18/24    56
Delta Air Lines                        7.711%  09/18/11    67
Delta Air Lines                        7.900%  12/15/09    51
Delta Air Lines                        8.000%  06/03/23    55
Delta Air Lines                        8.300%  12/15/29    41
Delta Air Lines                        9.000%  05/15/16    42
Delta Air Lines                        9.250%  03/15/22    41
Delta Air Lines                        9.750%  05/15/21    41
Delta Air Lines                       10.000%  08/15/08    63
Delta Air Lines                       10.125%  05/15/10    49
Delta Air Lines                       10.375%  02/01/11    49
Falcon Products                       11.375%  06/15/09    38
Federal-Mogul Co.                      7.500%  01/15/09    33
Finova Group                           7.500%  11/15/09    47
Iridium LLC/CAP                       14.000%  07/15/05    16
Inland Fiber                           9.625%  11/15/07    49
Kaiser Aluminum & Chem.               12.750%  02/01/03    18
Lehmann Bros. Hldg.                   21.680%  02/07/05    66
Level 3 Comm. Inc.                     2.875%  07/15/10    64
Level 3 Comm. Inc.                     6.000%  03/15/10    56
Level 3 Comm. Inc.                     6.000%  09/15/09    57
Liberty Media                          3.750%  02/15/30    67
Liberty Media                          4.000%  11/15/29    71
Loral Cyberstar                       10.000%  07/15/06    73
Mirant Corp.                           2.500%  06/15/21    74
Mirant Corp.                           5.750%  07/15/07    75
Mississippi Chem.                      7.250%  11/15/17    73
Northern Pacific Railway               3.000%  01/01/47    61
Northwest Airlines                     7.875%  03/15/08    73
Northwest Airlines                    10.000%  02/01/09    75
NRG Energy Inc.                        6.500%  05/16/06     0
Nutritional Src.                      10.125%  08/01/09    73
Oglebay Norton                        10.000%  02/01/09    75
O'Sullivan Ind.                       13.375%  10/15/09    39
Owens Corning                          7.000%  03/15/09    71
Owens Corning                          7.500%  05/01/05    72
Owens Corning                          7.500%  08/01/18    69
Pegasus Satellite                     12.375%  08/01/06    63
Pegasus Satellite                     13.500%  03/01/07     1
Pen Holdings Inc.                      9.875%  06/15/08    50
Primus Telecom                         3.750%  09/15/10    68
Reliance Group Holdings                9.000%  11/15/00    24
Revlon Cons. Prod.                     8.125%  02/01/06    45
RJ Tower Corp.                        12.000%  06/01/13    56
Salton Inc.                           12.250%  04/15/08    75
Syratech Corp.                        11.000%  04/15/07    49
Trico Marine Service                   8.875%  05/15/12    73
United Air Lines                       9.125%  01/15/12     8
United Air Lines                      10.670%  05/01/04     8
Univ. Health Services                  0.426%  06/23/20    57
Westpoint Stevens                      7.875%  06/15/05     2
Westpoint Stevens                      7.875%  06/15/08     2
Zurich Reinsurance                     7.125%  10/15/23    63

                          *********

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

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

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

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

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

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

                          *********

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

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

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

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

The TCR subscription rate is $675 for 6 months delivered via e-
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 ***