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

         Tuesday, January 25, 2005, Vol. 9, No. 20      

                          Headlines

AMERICAN REAL: S&P Puts BB Rating on $300 Million Senior Notes
AMR CORP: Responds to TRC Capital's Below-Market Mini-Tender Offer
APPLIED EXTRUSION: Court Confirms Prepack Recapitalization Plan
ARGUS CORP: Provides Update on Financial Reporting Status
ARGUS: Names James Richardson Director & Audit Committee Member

AT&T CORP: Promotes W. Hannigan & T. Horton COO & Vice Chairman
ATA AIRLINES: Creditors Committee Retains Lytle Soule as Counsel
BAKER TANKS: S&P Pares Corporate Credit Rating to 'B' from 'B+'
BETH ISRAEL: Moody's Withdraws Ba3 Ratings on $145 Million Debt
BISHOP GOLD: Names David Blann Vice President for Exploration

CABLEVISION SYSTEMS: Sale Plan Spurs Moody's to Hold Low-B Ratings
CABLEVISION SYSTEMS: Fitch Rates Sr. Sub. Debentures at 'B+'
CANNONDALE CORP: Judge Shiff Approves First Amended Plan
CAESARS ENT: Selling Tahoe Unit to Columbia Sussex Affiliate
CATHOLIC CHURCH: Portland Gets Five Claim Resolution Mediators

CATHOLIC CHURCH: Judge Perris Orders Portland to Produce Documents
COLONIAL PROPERTIES: Increases Common Dividend to $0.675 Per Share
COVANTA ENERGY: Bankruptcy Court Approves Closing of 52 Cases
COVANTA ENERGY: Settles Nederlander's Claim for $725,000
CNL RESTAURANTS: Fitch Issues Low-B Ratings on New Debt Issues

DANSKE BANK: Begins Liquidation of New York Office
DEL LABORATORIES: Shareholders Approve DLI Holding Merger
DLJ MORTGAGE: Fitch Holds Junk Rating on Class B-4 1994-3 Certs.
ECHOSTAR COMMS: Purchase Plans Spur Moody's to Hold Low-B Ratings
FAIRPOINT COMMS: Noteholders Agree to Amend Senior Note Indentures

FAIRPOINT COMMS: S&P Puts BB- Rating on $690 Million Bank Loan
FIRST VIRTUAL: Section 341(a) Meeting Slated for Feb. 22
FORCE PROTECTION: Completes $15.8 Million Equity Financing
FRIEDMAN'S INC: Gets Interim OK to Use Up to $40-Mil DIP Facility
FRIEDMAN'S INC: Look for Bankruptcy Schedules By April 14

GAP INC: Moody's Reviewing Ba1 Ratings for Possible Upgrade
GENCORP INC: Holding 4th Quarter Earnings Webcast on Feb. 9
GENERAL CHEMICAL: Ontario Court Grants Protection Under CCAA
HIGH VOLTAGE: Hires Charles A. Schultz, Jr., as Interim CFO
HOLLINGER INT'L: Filing Delay Leads to Cease Trade Order

HORSEHEAD INDUSTRIES: Turns to FTI Consulting for Financial Advice
HUFFY CORP: Wants Until June 17 to File a Chapter 11 Plan
ICEWEB INCORPORATED: Auditors Raise Going Concern Doubt
IESI CORP: Merges with BFI Canada to Form Waste Management Company
INGLES MARKETS: Moody's Reviewing Ratings for Possible Downgrade

INTELSAT BERMUDA: S&P Puts B+ Rating on $2.55 Billion Senior Notes
JB POINDEXTER: Moody's Revises Ratings Outlook to Negative
JB POINDEXTER: S&P Affirms 'B' Corporate Credit Rating
KAISER ALUMINUM: Inks Pact to Settle JPMorgan Trust Claim Dispute
KAISER ALUMINUM: Extends George Haymaker's Term as Director

LAND O'LAKES: Schedules Year-End Earnings Call for Feb. 3
LB PACIFIC: Moody's Places B1 Ratings on $170 Million Term Loan
LIN TELEVISION: S&P Puts B Rating on $175 Million Proposed Notes
MARKET CENTRAL: Auditors Raise Going Concern Doubt
MERRILL LYNCH: Moody's Ups Ratings on $3M Class J Certs. to Ba1

MIRANT CORP: Overview of Joint Chapter 11 Plan of Reorganization
MORGAN STANLEY: S&P Junks Rating on Class L Certificates
MOSAIC GROUP: Trustee Hires Heinz & Associates as Accountants
MURANO APARTMENTS: Look for Bankruptcy Schedules by Jan. 31
MURANO APARTMENTS: Taps Michael E. Kulwin as Bankruptcy Counsel

NAPSTER INC: Bankruptcy Court Closes Chapter 11 Case
NATIONAL BEDDING: S&P Puts 'BB-' Rating on $300 Million Sr. Loan
NATIONAL ENERGY: Overview of ET Debtors' Ch. 11 Liquidation Plan
NEIGHBORCARE INC: Holding FY 2005 Earnings Webcast on Jan. 27
NORAMPAC INC: Earns $26.5 Million of Net Income in Fourth Quarter

NORTEL NETWORKS: Establishing Joint Venture with LG Electronics
NOVA CHEMICALS: To Receive $110MM Cash Settlement from Tax Dispute
OMNI FACILITY: Disclosure Statement Hearing Set for Feb. 16
OWENS-ILLINOIS: Declares $0.59375 Convertible Pref. Stock Dividend
PACIFIC ENERGY: Moody's Affirms Low-B Ratings & Stable Outlook

PACIFIC ENERGY: Ups Unitholder Distribution for 2004 4th Quarter
PANAMSAT CORP: Extends 9% Senior Debt Exchange Offer Until Jan. 28
PARAMOUNT RESOURCES: Amending Exchange Offer for Senior Notes
RAINBOW NATIONAL: Moody's Reviewing Ratings & May Upgrade
RELIANCE GROUP: High River Wants Court to Consider Objection

RIVIERA TOOL: Losses & Covenant Breach Prompt Going Concern Doubt
RYLAND MORTGAGE: Moody's Pares Rating on Class B-1 Certs. to B2
SBC COMMUNICATIONS: Inks Networking Contract with Walgreen Co.
SOLUTIA: U.S. Trustee Amends Equity Holders Committee Membership
SPIEGEL INC: Eddie Bauer Names David Makuen Marketing Vice Pres.

TECHNOLOGY TEAM: Case Summary & 20 Largest Unsecured Creditors
TOWER AUTOMOTIVE: S&P Junks Corporate Credit Rating
TXU CORP: Agrees to Settle Shareholder Class Action Litigation
UAL CORP: Wants to Modify Labor Contracts with Flight Attendants
UAL CORP: Names Kathryn Mikells Vice President & Treasurer

UGS INC: Moody's Affirms Low-B Ratings After Review
USG CORP: Battle Over U.S. Gypsum's Tort Liability Ensues
VIVENDI UNIVERSAL: Redeems $106.9M & EUR315.8M of High Yield Notes
W.R. GRACE: Files Amended Chapter 11 Plan and Disclosure Statement
WESTPOINT STEVENS: To Implement New Capital Structure Under Plan

WESTERN WIRELESS: Inks Pact to Merge with ALLTEL Corporation

* Kelly B. Stapleton Appointed U.S. Trustee for Region 3

* Large Companies with Insolvent Balance Sheets

                          *********

AMERICAN REAL: S&P Puts BB Rating on $300 Million Senior Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' ratings to
the proposed $300 million senior unsecured notes issued by
American Real Estate Partners L.P. -- AREP -- and American Real
Estate Finance Corporation.  

The issue is guaranteed by American Real Estate Holdings L.P. --
AREH, an intermediate holding company with diversified operations
that is a 99% owned subsidiary of AREP.  At the same time,
Standard & Poor's affirmed its 'BB' long-term counterparty credit
and senior unsecured debt rating on AREH following the company's
announcement that it had entered into agreements to acquire
additional oil and gas, gaming, and entertainment assets in
transactions with affiliates of Carl C. Icahn.

"The rating on the debt issue reflects the guarantee by AREH, and
benefits from the strong consolidated capital in excess of
$1.4 billion despite higher pro forma leverage of 0.7x with the
proposed transaction," said Standard & Poor's credit analyst Lisa
J. Archinow, CFA.  Other positive rating factors include the
company's successful track record and significant investment
contacts of majority owner Carl C. Icahn.  The rating also takes
into account the company's large investment exposure to just a
handful of businesses, dependence on one key principal,
significant history of affiliate transactions and corporate
governance issues, and the inability to predict the future
portfolio mix.  Adoption of Sarbanes-Oxley and its compliance with
NYSE listing requirements mitigate some of these concerns.

AREP is a publicly traded master limited partnership that is 86.5%
owned by Carl C. Icahn and his affiliates and is 13.5% held by
public unit holders.  AREP's General Partner is American Property
Investors Inc., which is 100% owned by Beckton Corporation, which
is, in turn, 100% owned by Carl C. Icahn, and has a 1% general
partnership interest in AREP.  AREP continues to invest in its
core real estate, oil and gas, and gaming holding, and makes
investments in other distressed asset-intensive industries on an
opportunistic basis.

The stable outlook on AREH assumes that liquidity and
capitalization will not deteriorate materially from current levels
and that the company's business profile will also not change
drastically.  Uncertainty relating to the company's prospective
business mix will continue to be monitored by Standard & Poor's.


AMR CORP: Responds to TRC Capital's Below-Market Mini-Tender Offer
------------------------------------------------------------------
AMR Corporation (NYSE: AMR) has been notified of an unsolicited
"mini-tender" offer by TRC Capital Corporation, a private Canadian
investment company.  AMR has received a copy of the Offer to
Purchase and related documents, dated Jan. 12, 2005, pursuant to
which TRC Capital has offered to purchase for cash up to 4,000,000
outstanding shares of AMR's common stock.  The offer price of
$8.30 net per share represents a 5.03% discount to the $8.74 per
share closing price for the Common Stock on the New York Stock
Exchange on Jan. 11, 2005, the day before the date of the TRC
Documents, and a 4.38% discount to the $8.68 per-share closing
price on Thursday, Jan. 20, 2005.

AMR does not recommend or endorse this offer, and AMR is not
affiliated in any way with TRC Capital, the offer or the TRC
Documents.

AMR urges investors to obtain current market quotations for their
shares of Common Stock, consult with their broker or financial
advisor and exercise caution with respect to TRC Capital's offer.

The Securities and Exchange Commission has issued "Investor Tips"
regarding mini-tender offers, noting that, "Some bidders make
mini-tender offers at below-market prices, hoping that they will
catch investors off guard if the investors do not compare the
offer price to the current market price" and that "mini-tender
offers typically do not provide the same disclosure and procedural
protections that larger, traditional tender offers provide."  The
SEC's Investor Tips regarding mini-tender offers may be found on
the SEC's website, at:

         http://www.sec.gov/investor/pubs/minitend.htm

AMR stockholders are advised that TRC Capital's offer is subject
to numerous conditions.  Included among those conditions are:

   -- TRC Capital's receipt of financing reasonably acceptable to
      it; and

   -- that there be no decrease in the market price of the Common
      Stock by more than 10% from the Jan. 11, 2005, closing price
      of the Common Stock.

TRC Capital has also reserved the right to amend or terminate the
offer at any time.

AMR understands that TRC Capital has made such mini-tender offers
in the past.  Mini-tender offers are third-party offers which seek
to acquire less than five percent of a company's outstanding
shares and thereby avoid many procedural protections and
disclosure and dissemination requirements of the SEC that apply to
offers for more than five percent of a company's outstanding
shares.  The TRC Capital offer for 4,000,000 shares of AMR Common
Stock represents an offer for less than 5% of the total number of
shares of Common Stock outstanding.  AMR stockholders who have
already tendered shares in the offer are advised that they may
withdraw their shares as described in the TRC Documents prior to
the expiration of the offer, which is currently scheduled for
12:01 a.m., New York City time, on Thursday, Feb. 10, 2005.  
However, under the terms of the offer, shareholders who tender
will not be able to withdraw their shares, regardless of any
increase in the market price of the Common Stock, from Feb. 10,
2005, through Feb. 22, 2005.

                        About the Company

Based in Fort Worth, Texas, AMR Corporation is the parent company
of American Airlines and American Eagle Airlines.  The company's
stock is listed on the New York Stock Exchange under the trading
symbol AMR.

For more information on the company, visit http://www.amrcorp.com/

American Airlines is the world's largest carrier. American,
American Eagle and the AmericanConnection regional carriers serve
more than 250 cities in over 40 countries with more than 3,900
daily flights. The combined network fleet numbers more than 1,000
aircraft. American's award-winning Web site, AA.com, provides
users with easy access to check and book fares, plus personalized
news, information and travel offers. American Airlines is a
founding member of the oneworld Alliance.

At Sept. 30, 2004, AMR Corporation's balance sheet showed a
$314 million stockholders' deficit, compared to a $46 million in
positive equity at Dec. 31, 2003.


APPLIED EXTRUSION: Court Confirms Prepack Recapitalization Plan
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved Applied Extrusion Technologies, Inc.'s (OTC:AETCQ.PK)
prepackaged recapitalization plan, which will significantly reduce
the Company's debt and cancel 100% of its existing common stock.  
The Company anticipates that, after completing the necessary
preparations for implementing the plan, it will emerge from
chapter 11 in approximately 45 days.

The Company had amended its plan to provide all "small"
noteholders with the option of receiving either cash in an amount
of $0.51 per $1.00 of their claims or new securities of the
reorganized Company.  For those "small" noteholders that receive
cash, the Company has agreed to fund $0.02 of the $0.51 cash
payment, with the balance to be provided by certain of the "large"
noteholders, subject to the satisfaction of certain conditions.  
The Company's $0.02 obligation will be funded by a portion of the
$2.5 million contemplated to be distributed to the Company's
existing shareholders, who are not entitled to any distribution
under the plan.  The Company expects that its existing
shareholders now will receive approximately 15% to 30% less than
that amount, depending upon the number of "small" noteholders that
elect to receive cash.  Trade creditors will be paid in full
pursuant to the plan.  Subsequent to amending its plan, the
Company reached an agreement with Ingalls & Snyder LLC, a
representative of a significant number of the "small" noteholders
that had previously voted to reject the plan, in satisfaction of
its objection to the plan.

As previously announced, GE Commercial Finance has committed,
subject to certain closing conditions, to provide $125 million of
exit financing, of which $55 million will be a revolving credit
facility.  The exit financing facility that will fund repayment of
the Company's debtor-in-possession credit facility will provide
the Company approximately $25 million in unused availability at
emergence to fund its working capital needs.  Contemporaneously
with the plan's confirmation, the Company has sought recognition
in Canada of its confirmation order under the Companies' Creditors
Arrangement Act of Canada.  Upon emergence from bankruptcy the
Company will become a non-reporting company pursuant to the U.S.
securities laws.

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


ARGUS CORP: Provides Update on Financial Reporting Status
---------------------------------------------------------
Argus Corporation Limited (TSX:AR.PR.A)(TSX:AR.PR.D)(TSX:AR.PR.B)
provided a status update of developments since its last Status
Update Report was filed on January 7, 2005.

Argus owns or controls 61.8% of the Retractable Common Shares of
Hollinger, Inc.  Hollinger in turn owns 68% of the voting shares
and 18.2% of the equity of Hollinger International, Inc.

As the shares Argus owns of Hollinger are the primary asset held
by Argus and the shares of International in turn are the primary
asset held by Hollinger, this Report includes certain updates
regarding each of Hollinger and International.

Hollinger and International have both also been subject to
Management and Insider Cease Trade Orders for their failure to
file financial statements and related reports when required. Those
orders were issued on June 1, 2004.

             Current Status of Financial Reporting
          International's Current Financial Reporting

International filed its Form 10-K with its audited financial
statements for the fiscal year ended December 31, 2003, with the
U.S. Securities and Exchange Commission on January 18, 2005.  The
2003 10-K includes restated audited financial results for the
fiscal years ended December 31, 1999, 2000, 2001 and 2002.

International stated on January 18, 2005, that the restated
financial results were to correct accounting errors in prior
periods and to reflect reclassifications arising from the adoption
of a new audit standard.

Those statements may be reviewed online at
http://www.hollingerinternational.com/in the Financial Info  
section or at http://www.sec.gov/

            Hollinger's Current Financial Reporting

Hollinger has been unable to prepare and file its audited
financial statements for 2003 and its related Management's
Discussion and analysis as generally accepted accounting
principles require consolidation with those of International.

Hollinger has therefore also been unable to prepare its statements
for the first three Quarters of 2004 and the related MD&As.

               Argus' Current Financial Reporting

Argus filed its 2003 audited financial statements on a market
valuation basis as it had done historically which was then in
compliance with GAAP.

However, Argus is now required to consolidate its financial
statements with those of Hollinger for fiscal periods beginning
after January 1, 2004, due to a change in GAAP.

As a result of the change in accounting policy and as Hollinger
has not prepared its financial statements for each of the first
three Quarters of 2004, Argus has been unable to prepare financial
statements in compliance with GAAP for each of those Quarters.
Argus has instead provided its Reports pursuant to the Order.

To inform the marketplace of key economic developments, Argus has
additionally prepared and released financial statements for the
first three Quarters of 2004.  These statements have been
presented as alternative financial information and were appended
to its Reports dated August 19 and November 12, 2004.

These statements may be reviewed online at http://www.sedar.com/

                   Future Financial Reporting

For each of International, Hollinger and Argus to normalize its
financial reporting and to have its respective Management and
Cease Trade Order lifted, they each need to prepare and file their
financial statements as required by GAAP and related MD&As.

           International's Future Financial Reporting

International stated on January 18, 2005, that it intended to file
its financial statements for the first three Quarters in 2004 with
the SEC within two months and that it will be working
expeditiously to file its financial statements for the fiscal year
ended December 31, 2004, on a Form 10-K.

International stated that its 2004 Form 10-K is due to be filed
with the SEC on March 16, 2005, but that it intended to file a
request with the SEC for a fifteen-day extension to
March 31, 2005.  International noted, however that it may not be
able to complete and file its 2004 10-K by March 31, 2005, due to
the anticipated work involved in the audit.

International announced that appropriate filings with respect to
these financial statements would be made on Forms 10-K, 10-Q and
8-K with the U.S. Securities and Exchange Commission and in
Canada.

             Hollinger's Future Financial Reporting

On January 11, 2005, Hollinger announced that its Audit Committee
would, following the filing by International of its financial
statements, consider what, if any, additional financial
information and alternative financial statements Hollinger will be
in a position to publish and complete as a consequence of
International's filing.

On December 31, 2004, Hollinger had announced that the filing by
International of its 2003 Annual Report and its 2004 quarterly
reports is a necessary but not sufficient condition to permit
Hollinger to complete and file its financial statements for the
same periods.

Hollinger further noted on December 31, 2004 that the completion
and audit of its financial statements will require a level of
co-operation from International and its auditors and that
negotiations in this respect were continuing.

               Argus' Future Financial Reporting

Argus will be unable to prepare financial statements consolidated
with those of Hollinger and bring its financial reporting up to
date until Hollinger has prepared its financial statements.  Argus
is however unable to determine when it may complete its financial
statements consolidated with those of Hollinger.

Argus' intention is to prepare consolidated financial statements
with those of Hollinger as soon as practicable after Hollinger
files its statements.

Argus presently contemplates, however, that it will need to
continue to file additional financial statements that are not
consolidated with those of Hollinger for 2004 and for current and
upcoming financial periods on an alternative financial basis.

                  Financial Position of Argus

Argus had Cdn. $181,137 of cash as of the close of business on
January 21, 2005.

Argus indirectly owns 21,596,387 Retractable Common Shares of
Hollinger with a market value at the close of trading on
January 21, 2005, on the Toronto Stock Exchange of Cdn. $6.32 per
share or an aggregate of Cdn. $136,489,166.

The market value of its shareholdings is subject to the minority
interest of The Ravelston Corporation Limited, the parent of
Argus.  11,862,342 of the Shares, being approximately fifty-five
percent of the Shares, are owned by a subsidiary of Argus in which
Ravelston has a significant minority interest.

The amount of that minority interest was stated to be $20,585,670
in the financial statements that Argus publicly filed as
alternative financial information as at September 30, 2004.

Argus has further set out a liability for an amount on account of
future income taxes on unrealized net capital gains. The amount of
that liability was stated to be $14,793,176 in Argus' alternative
financial information as at September 30, 2004, when the value of
its investment in Shares was $86,385,548.

                           Dividends

Argus announced on January 10, 2005, that it had declared regular
quarterly dividends to be paid on February 1, 2005, to the holders
of record of its Class A and Class B Preference Shares at the
close of business on January 20, 2005.

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

The Ravelston Corporation Limited, the parent of Argus, has agreed
to provide a loan to Argus for Cdn. $251,703, the amount of the
dividends to be paid by Argus on February 1, 2005, so that these
dividends could be declared and paid.  The loan is to be made by
Ravelston on an interest-free basis on or about January 31, 2005,
pursuant to a Promissory Note and will be repayable on
February 28, 2006.

Ravelston holds all of the Common Shares and Class C Preference
Shares of Argus and 2,900 of Argus' 55,893 issued Class A
Preference Shares $2.60 Series.

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

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

                        About the Company

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

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


ARGUS: Names James Richardson Director & Audit Committee Member
---------------------------------------------------------------
Argus Corporation Limited (TSX:AR.PR.A)(TSX:AR.PR.D)(TSX:AR.PR.B)
appointed James A. Richardson as a director of Argus and a member
of its Audit Committee.

Mr. Richardson is a Canadian Chartered Accountant who has served
as a partner of Clarkson Gordon -- now Ernst & Young, a Canadian
accounting firm.  He has also served as a partner of two other
accounting firms including as a Singapore partner of Arthur Young
in Insolvency, Corporate Finance and Forensic Accounting and as a
United Kingdom partner of KPMG to start their Continental European
corporate recovery practice.

Since his return to Toronto, Mr. Richardson has conducted a
private practice including turnaround and process management
services, including having acted as a consultant for Hollinger
between August, 2004 and early January, 2005.

Mr. Richardson has served as an Officer or Director of several
public companies including having serviced as the Interim Chief
Executive Officer of Plaintree Systems Inc.  He is presently a
member of the Board of Directors of three other public companies
and several private companies and charitable organizations.

                        About the Company

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

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


AT&T CORP: Promotes W. Hannigan & T. Horton COO & Vice Chairman
---------------------------------------------------------------
AT&T Corp. (NYSE: T) disclosed the promotion of two of its top
executives.

AT&T President William J. Hannigan has been given the additional
designation of Chief Operating Officer for AT&T.  Mr. Hannigan
joined AT&T in December 2003 and has led a transformation that
significantly streamlined all aspects of the company's cost
structure, strengthened the company's marketing capabilities and
increased its focus on the enterprise customer market.  As
President, Mr. Hannigan has overseen AT&T's $24 billion Business
Services unit and all aspects of AT&T's network, engineering and
research units.  He has assumed additional responsibilities,
including AT&T's new wireless services unit, Voice over IP growth
initiatives and advertising.

AT&T Chief Financial Officer Thomas W. Horton was named Vice
Chairman and retains his CFO title.  Since joining the company in
June of 2002, Mr. Horton has led a relentless effort to strengthen
the company's balance sheet, giving AT&T greater financial
flexibility.  Under his leadership, the company has reduced its
gross debt by 75 percent.  Since his initial appointment, Mr.
Horton has also assumed responsibility for corporate strategy and
mergers and acquisitions.

"Over the past two years AT&T has had to navigate through
incredibly challenging industry dynamics," said Chairman and CEO
David Dorman.  "These two leaders have been instrumental in the
transformation of AT&T to a much more competitive and financially
solid company that is now extending its leadership as a global
network integrator.  The board of directors recognizes them for
their many accomplishments and their expanded responsibilities."

Mr. Dorman noted that both appointments are effective immediately.  
Mr. Dorman, Mr. Hannigan and Mr. Horton, along with AT&T Consumer
Services President John Polumbo, comprise AT&T's Office of the
Chairman.

                        About the Company

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

                          *     *     *

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

Moody's affirmed these ratings:

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

The outlook is negative for all ratings.


ATA AIRLINES: Creditors Committee Retains Lytle Soule as Counsel
----------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
Indiana gave the Official Committee of Unsecured Creditors'
permission to retain Lytle Soule & Curlee as bankruptcy counsel.

Lytle Soule will:

   (a) examine title and record status of aircraft, aircraft
       engines, aircraft propellers and spare parts locations;

   (b) review and analyze bills of sale, applications,
       affidavits and instruments to be filed and recorded with
       the Federal Aviation Administration Aircraft Registry;

   (c) assist with the filing of instruments with the FAA; and

   (d) issue opinions with respect to aircraft title and
       registration encumbrances of record with the FAA with
       respect to aircraft, aircraft engines, aircraft propellers
       and spare parts locations, the recordability of
       instruments filed with the FAA and the perfection of
       instruments filed with the FAA.

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


BAKER TANKS: S&P Pares Corporate Credit Rating to 'B' from 'B+'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Baker
Tanks Inc., including lowering the corporate credit rating to 'B'
from 'B+'.  

Baker Tanks is increasing its term loan to $175 million from the
current outstanding balance of $121 million.  Current cash
balances along with net proceeds from the increased bank facility
and issuance of an additional $7.5 million of operating company
mezzanine debt will be used to make a distribution to equity
holders and redeem $23 million of holding company mezzanine debt.  
At the same time, Standard & Poor's affirmed its recovery rating
of '3' on the company's increased bank facility.

The outlook is stable.

"The downgrade reflects higher leverage and a more aggressive
financial policy," said credit analyst Kenneth L. Farer. "The
increase in debt shortly following the highly leveraged
acquisition by Code Hennessy & Simmons LLC and use of debt to
reward shareholders will delay previously anticipated
improvements in credit protection measures."

Ratings on Baker Tanks Inc. reflect the company's weak financial
profile, very aggressive financial policy, and relatively small
revenue base in the small containment rental equipment sector.
Positive credit factors include the company's position as one of
the largest suppliers of containment rental equipment in the U.S.
and its relatively stable cash flow.  

Seal Beach, California-based Baker Tanks operates through a
network of over 50 locations and maintains over 15,000 rental
units, including steel tanks, polyethylene tanks, intermodal and
roll-off containers/boxes, pumps, pipes, hose and fittings, tank
trailers, berms, and filtration products.  Baker Tanks' customers
lease these products for the storage of water, chemicals, and
waste streams; transportation of solid waste; pumping of
groundwater, municipal waste, and other fluids; and separation of
solids and liquids.  Code Hennessy & Simmons LLC, a private equity
investment firm, and management purchased the company from Hyatt
Corporation in December 2003.

Although Baker Tanks' earnings and cash flow are expected to
benefit from increased demand for its products, the company's
relatively weak financial profile limits the potential for an
upgrade.  There is some flexibility within the current ratings for
modest acquisitions.


BETH ISRAEL: Moody's Withdraws Ba3 Ratings on $145 Million Debt
---------------------------------------------------------------
Moody's Investors Service has withdrawn the Ba3 underlying ratings
that had been assigned to approximately $145 million of
outstanding debt of Beth Israel Medical Center.  Beth Israel
redeemed or defeased the bond issues totaling approximately
$113 million, effective September 2, 2004:

   -- Series 1993A, 1994A, 1996, 1997A,B and C. Earlier in 2004,   
   
   -- the Series 1986 bonds (approximately $20 million
      outstanding), and
   
   -- the Series 1989 bonds (approximately $12 million
      outstanding) were also retired in full.  

All Beth Israel debt rated by Moody's has now been retired or
defeased.


BISHOP GOLD: Names David Blann Vice President for Exploration
-------------------------------------------------------------
Bishop Gold, Inc., (TSX VENTURE:BSG) reported that Mr. David E.
Blann, P. Eng., has joined the company as V.P. Exploration.  Mr.
Blann's duties will be to supervise the exploration programs on
the "The Lawyers Group" properties in the Toodoggone region of
British Columbia.

David Blann, P. Eng., received a diploma in Mining Engineering
Technology from BCIT in 1984 and a B.Sc. Geological Engineering
from Montana Tech. Butte, Montana in 1987.  For over 20 years, Mr.
Blann has participated in the review, evaluation, exploration,
mine development and operation of over 300 prospects around the
world including Canada, United States, Mexico, Ghana, West Africa,
and Chile.

Mr. Blann is a self-employed professional Geological Engineer and
was Director and V.P. Exploration of publicly listed Stealth
Minerals Ltd (1999-2004).  He is also the President of two private
companies, Standard Metals Exploration Ltd and Happy Creek
Minerals Ltd.

Mr. Blann has extensive field experience in the Toodoggone region.
He played a key role as part of the geological team that conducted
the extensive exploration program in September 2004 on the
"Lawyers Group" of properties that resulted in the new M-Grid
discovery previously announced September 23, 2004.

Bishop Gold is a junior precious metals exploration company
focused on the acquisition and development of mineral properties
of historical exploration and past production merit in Western and
Northern Canada.  Bishop owns 100% of two significant epithermal
gold prospects; the "The Lawyers Group" and "The Ranch" (also
known as "The Al Group") properties in the Toodoggone region of
north-central British Columbia.  Bishop also owns 100% of the
Gordon Lake Property in the Giant Bay Region near Yellowknife,
NWT.

                   Going Concern Doubt

Bishop Gold's 3rd Quarter Report ending June 30, 2004, says:

"The Company has realized recurring losses from operations, and
has a working capital deficiency of $191,905.  These factors,
amongst others, cast substantial doubt with respect to the
Company's ability to continue as a going concern."


CABLEVISION SYSTEMS: Sale Plan Spurs Moody's to Hold Low-B Ratings
------------------------------------------------------------------
Moody's Investors Service affirmed all ratings for Cablevision
Systems Corporation and CSC Holdings, Inc., a wholly owned
subsidiary of Cablevision Systems, following the Company's
announcement of plans for its subsidiary Rainbow DBS to sell
certain satellite assets to EchoStar Communications Corp., for
approximately $200 million.  

All ratings have previously incorporated the expectation for
eventual separation of Rainbow assets from Cablevision, and
importantly the absence of incremental funding of the Voom
satellite venture.

Moody's also does not expect Cablevision Systems or CSC Holdings
creditors to realize any incremental tangible benefits from the
proceeds of the asset sale and/or excess cash balances related to
the pre-funded Voom business plan.  The outlook remains negative
based on lingering concerns about the SEC investigation of
accounting improprieties.

The summary of Moody's ratings and actions:

  -- Cablevision Systems Corporation

     * $500 Million New Floating Rate Notes due 2009 - B3
       (affirmed)

     * $1 Billion New Senior Unsecured Notes due 2012 - B3
       (affirmed)

     * Senior Implied Rating -- Ba3 (affirmed)

     * Issuer Rating - B3 (affirmed)

     * Liquidity Rating - SGL-2 (affirmed)

     * Rating Outlook (CVC and CSC) - Negative (unchanged)

  * CSC Holdings, Inc. -- CSC

     * $4.2 billion aggregate senior unsecured notes -- B1
       (affirmed)

     * $250 Million of 10.5% Senior Subordinated Debentures due
       2016 - B2 (affirmed)

The ratings for Cablevision Systems continue to reflect the
Company's high financial leverage, only modest coverage of
interest, and heightened competitive pressure from DirecTV,
EchoStar, and the regional Bell operating companies.  Moody's
considers Cablevision well positioned to respond to these
competitive threats due to its demonstrated ability to offer a
bundle of video, data and voice services, but the related increase
in marketing and retention spending will likely erode margins,
particularly if there is an unexpected increase in basic
subscriber churn.

Cablevision Systems' ratings benefit, however, from:

   1. the core cable operations' continued strong cash flow
      margins;

   2. the prospect of cash flow growth as the Company increases
      penetration of its Internet and voice products; and

   3. strong asset value associated with its technologically
      upgraded network and well clustered subscriber base, which
      provides good coverage of the Company's outstanding
      obligations.

The negative outlook continues to reflect the ongoing SEC
investigation into accounting misstatements.  A SEC determination
that no further material adjustments are required and no
regulatory action is deemed necessary would likely warrant a shift
to a stable outlook.  Permanent application of excess cash
balances at Rainbow subsidiaries to reduce debt outstandings,
although not expected, could provide impetus for a positive rating
outlook.  Underperformance of the Company's core cable business or
any as yet undisclosed non-strategic investments could negatively
affect the ratings.

Headquartered in Bethpage, New York, Cablevision Systems
Corporation, through its wholly owned subsidiary CSC Holdings,
Inc., is a top-ten domestic pay television service provider
serving approximately 3 million cable subscribers in and around
the New York metropolitan area.


CABLEVISION SYSTEMS: Fitch Rates Sr. Sub. Debentures at 'B+'
------------------------------------------------------------
In Fitch Ratings' view, the decision by Cablevision Systems
Corporation and CSC Holdings, Inc., to sell Rainbow 1 and to exit
the direct broadcast satellite business removes a significant
overhang from CSC's credit profile and positions the company to
focus on its core cable business.  

Fitch believes that the Rainbow DBS business model struggled to
become a viable business and in the absence of a spin-off
presented material business and financial risk to CSC's credit
profile.  Fitch currently rates CSC's senior unsecured debt 'BB-',
the senior subordinated debentures 'B+', and the senior secured
bank facility 'BB+'.  All of the ratings have a Stable Rating
Outlook.

During 2004, Fitch estimates that Rainbow DBS cash-funding
requirements approached $500 million and believes that the
business would have been a significant cash drain for the
foreseeable future.  Additionally, the decision to exit the DBS
business alleviates the company from funding the construction and
launch of the five Ka band satellites and two Ku band satellites.
Fitch believes the funding requirement associated with these
satellites would have been in excess of $2.0 billion.

The company indicated that the closing date for the transaction
with Echostar cannot be determined, as the sale is subject to
regulatory approvals.  It is expected that Rainbow DBS will
continue to operate the business during the transition period.  
The cash costs to exit the DBS business, including satellite
construction contract termination penalties and lease termination
costs have yet to be determined; however, Fitch points out that
Rainbow Media Enterprises, Inc., the parent company of Rainbow
DBS, had a cash balance pro forma for the financing completed in
August of approximately $661.2 million.  Fitch believes that
Rainbow Media Enterprises liquidity is sufficient to fund the exit
of the DBS business.

Cablevision Systems Corporation and CSC Holdings, Inc., have
entered into an agreement to sell its direct broadcast satellite,
Rainbow 1, and related assets, including an earth station and
certain FCC licenses to Echostar Communications Corporation for
$200 million in cash.  This decision follows the companies'
earlier decision to suspend efforts to spin off Rainbow Media
Enterprises, Inc., to Cablevision shareholders.


CANNONDALE CORP: Judge Shiff Approves First Amended Plan
--------------------------------------------------------
The Honorable Alan H. W. Shiff of the U.S. Bankruptcy Court for
the District of Connecticut, Bridgeport Division, confirmed the
First Amended Plan of Reorganization filed on August 31, 2004, by
CB Liquidation Corp. f/k/a Cannondale Corporation.

The Plan intends to maximize the cash value of the Debtor's
remaining property.  The Debtor sold the estate's bicycle and
motorsports division to Pegasus Partners II, LP, in May 2003.  The
estate's remaining assets include potential causes of actions
against third parties, including preference actions and claims
against former officers and directors.  

A Liquidating Custodian will be appointed on behalf of the Debtor
to facilitate the liquidation of the estate and the distribution
of the sale proceeds to creditors.

According to the Plan, unsecured claims will be paid a pro rata
share representing 1% to 3% of the remaining assets liquidated and
collected.  The Debtor estimated the unsecured claims at an
aggregate approximate amount of $29 million; however, unsecured
claim holders filed an aggregate amount of approximately $55
million.  

Equity interest holders will not get any distribution.

Headquartered in Bethel, Connecticut, Cannondale Corp.,
manufactures and distributes high performance bicycles, all-
terrain vehicles, motorcycles and bicycling and motorsports
accessories and equipment, filed for chapter 11 protection on
January 29, 2003 (Bankr. Conn. Case No. 03-50117).  James Berman,
Esq., at Zeisler and Zeisler represents the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $114,813,725 in total assets and
$105,245,084 in total debts.


CAESARS ENT: Selling Tahoe Unit to Columbia Sussex Affiliate
------------------------------------------------------------
Caesars Entertainment Inc., (NYSE: CZR) disclosed that Park Cattle
Co., the owner of the land on which the Caesars Tahoe casino
resort is located, has decided against exercising its right to
purchase the northern Nevada property.

As a result, Caesars Entertainment will proceed with the planned
sale of Caesars Tahoe to an affiliate of Columbia Sussex
Corporation, a hotel, resort and casino operator based in Fort
Mitchell, Kentucky.

The transaction, valued at approximately $45 million, is expected
to close by the end of the second quarter of 2005 and is subject
to customary regulatory approvals and closing conditions outlined
in the purchase agreement.

Under the terms of the agreement, Columbia Sussex will purchase
certain assets of Caesars Tahoe and will assume certain related
current liabilities.  The aggregate consideration may be adjusted
for changes in net working capital.  Libra Securities is the
exclusive financial advisor to Columbia Sussex and Caesars
Entertainment was represented by CB Richard Ellis on the
transaction.

                     About Columbia Sussex

Columbia Sussex and its affiliates are one of the largest
privately held hotel owners in the country, and one of Marriott
Corporation's top licensees.  Columbia Sussex and its affiliates
operate 64 hotels, resorts and casinos in 28 states and overseas,
including the Lighthouse Point Casino in Greenville, Mississippi,
the Horizon Casino Resort in South Lake Tahoe and the Westin
Casuarina property on Grand Cayman Island.  It has also recently
opened the Westin Casuarina in Las Vegas, and purchased the River
Palms Casino in Laughlin, Nevada.

                        About the Company

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

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

                          *     *     *

As reported in the Troubled Company Reporter on July 19, 2004,
Fitch Ratings has affirmed the following long-term debt ratings of
Harrah's Entertainment and placed the long-term ratings of Caesars
Entertainment on Rating Watch Positive.

   HET
   
   -- Senior secured debt 'BBB-';
   -- Senior subordinated debt 'BB+'.
   
   CZR
   
   -- Senior unsecured debt 'BB+';
   -- Senior subordinated debt 'BB-'.


CATHOLIC CHURCH: Portland Gets Five Claim Resolution Mediators
--------------------------------------------------------------
As previously reported, the Archdiocese of Portland in Oregon
delivered a Plan of Accelerated Claims Resolution Process for the
settlement of tort claims to the U.S. Bankruptcy Court for the
District of Oregon.  Portland consulted with the attorneys for the
tort claimants and with the attorneys for the insurance carriers
about a claims resolution procedure.  Portland believes that the
proposed ACRP will facilitate the just resolution of legitimate
claims in an efficient and expeditious manner.  With the proposed
ACRP, Portland expects to save time and litigation expenses
required to settle tort claims.

The ACRP will consist of two parts, mediation and binding
arbitration, with limited discovery to precede the commencement of
the mediation.  All tort claims of childhood physical or sexual
abuse are required to participate in mediation.  A claimant,
however, may choose not to participate in binding arbitration and,
instead seek a trial.  The liquidation of claim through trial and
any related discovery for non-participating claimants will be
conducted only after the ACRP is completed.

                         Insurers Respond

The London Insurers agree with the concept of a process that seeks
to resolve compensatory damage claims through mediation.  The
London Insurers asks the United States Bankruptcy Court for the
District of Oregon to require submission of all proofs of claim
before commencement of the proposed Accelerated Claims Resolution
Processes.

The London Insurers are:

   1. Certain Underwriters at Lloyd's, London, who subscribed
      severally and not jointly as their interests appear to
      Policy Nos. MO 10345, SL 3075, SL 33091, SL 3831 and
      ISL 3232;

   2. Excess Ins. Co., Ltd.;

   3. Terra Nova Ins. Co.;

   4. Tenecom, Ltd.; and

   5. Sphere Drake Ins. Co., PLC

To participate meaningfully in the mediations, the London
Insurers believe that they must have:

   (a) the same discovery that the Archdiocese of Portland
       in Oregon and the Claimants have; and

   (b) input into the selection of mediators and the mediation
       process.

The London Insurers propose that the mediation process be used to
value claims as well as provide them, Portland, the Claimants, and
co-Defendants, with the opportunity to seek final settlement of
liability and coverage disputes if they desire.

St. Paul Fire & Marine Insurance Company supports the London
Insurers' position and their suggestions on the proposed
Accelerated Claims Resolution Process.  St. Paul issued liability
insurance policies to Portland between 1944 and 1956.

                 Judge Perris Appoints Mediators

Judge Perris appoints five individuals to act as mediators in the
Claims Resolution Process:

   (1) Sid Brockley,
   (2) Alan Bonebrake,
   (3) Paul Finn,
   (4) Sid Lezak, and
   (5) Ed Leavy

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.
Thomas W. Stilley, Esq. and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  In its Schedules of Assets and Liabilities filed with
the Court on July 30, 2004, the Portland Archdiocese reports
$19,251,558 in assets and $373,015,566 in liabilities.  (Catholic
Church Bankruptcy News, Issue No. 15; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Judge Perris Orders Portland to Produce Documents
------------------------------------------------------------------
In a press release issued by the Archdiocese of Portland in Oregon
on February 21, 2004, Archbishop John G. Vlazny reported that "37
priests have been accused of sexual misconduct with a minor while
working in an Archdiocesan ministry assignment."  For the past 53
years, there were at least 1,150 priest serving in various
Archdiocesan assignments, including as diocesan priests and as
religious order priests serving in a parish or other assigned
ministry.

On behalf of certain tort claimants, David L. Slader, Esq., in
Portland, Oregon, submits that efforts to discover "what the
Archdiocese's leadership knew, when it knew it, and what it did
about it, have met a determined resistance."

Mr. Slader says a culture of secrecy exists within the church.  
Mr. Slader reveals that in a secret 1962 protocol -- Instructio de
modo procedendi in causis de crimine sollicitationis -- sent to
every bishop in the world, the Vatican legislated that a child who
reported clerical abuse to his bishop as to be administered an
oath of perpetual secrecy, enforceable by the threat of ex-
communication and damnation.  Similarly, any church documents
regarding sexual crimes by clerics against children were required
to be kept in a "secret archive."

"It is the core belief of these tort-claimants that this
bankruptcy can only be understood in context of the struggle to
breach this wall of secrets," Mr. Slader tells Judge Perris.

That -- and not financial risk -- is why the Archdiocese's
petition was filed on the eve of trial, Mr. Slader points out.  
"By attempting to reduce the process to a purely economic
analysis, the debtor seeks to render the truth irrelevant to the
judicial process and to forever bury it behind a 'bar date.'"

Mr. Slader also notes that the tort claimants cannot negotiate a
financial resolution of their claims until they know the scope of
the Archdiocese's culpability, "upon which rests the strength of
their own cases."

In this regard, Mr. Slader asks the United States Bankruptcy
Court for the District of Oregon to compel the Archdiocese to
produce various documents and records regarding general
culpability.

The documents include:

   (1) The complete personnel records, including the "sub
       secreto" files and minutes of the Priest Personnel Board,
       on every priest that held and Archdiocesan position known
       to the Archdiocese to have ever sexually abused any child,
       been accused of the abuse, or have been the subject of any
       rumor of having committed the abuse since 1950.  This
       request includes, but is not limited to, documents
       relating to the 37 priest referred to in Archbishop
       Vlazny's public statement.

   (2) All other documents which describe, discuss or refer to
       sexual abuse by a priest or otherwise evidence policy,
       practices or procedures of the Archdiocese, or if
       possessed by the Archdiocese, of the world-wide Roman
       Catholic Church, regarding the manner of responding to
       allegations of, or to any information suggesting, that a
       priest had or may have engaged in sexual conduct with a
       minor.  These documents include, among others,
       communications with religious orders, other dioceses, the
       Holy See, the Papal Nuncio to the United States, and the
       National Conference of Catholic Bishops.

   (3) All documents relating to the destruction, including
       rendering unavailable or inaccessible by any means, of any
       of the requested documents.

Mr. Slader also seeks for the deposition of seven witnesses
regarding general culpability:

   * Archbishop William Levada

     Archbishop Levada was Portland's Archbishop from 1986 to
     1995, during which time complaints are known to have
     arisen regarding sexual abuse by Fr. Maurice Grammond, Fr.
     Gerald McCray, Fr. Joseph Baccellierri and Fr. John
     Goodrich.  Archbishop Levada also served in Rome in the
     "Congregation of the Doctrine of the Faith," that branch of
     the Vatican government which processes disciplinary action
     against clerics who have molested children.  Archbishop
     Levada is currently the Archbishop of San Francisco and was
     deposed there on April 7, 2004, refusing, however, to answer
     any question that related to the church's general abuse
     policies, practices and statutes.

   * Archbishop John Vlazny

     Archbishop Vlazny is Portland's Archbishop since 1997.
     He has faced the full onslaught of the sex abuse scandal and
     has been in a unique position and uniquely motivated to
     investigate the historic practices and policies of the
     Archdiocese.  He supervised the preparation of the
     Archdiocese's report for the John Jay College study of
     sexual abuse by clergy in the Catholic Church in the United
     States.

   * Bishop Kenneth Steiner

     Bishop Steiner has been the Auxiliary Bishop of the
     Archdiocese since 1978, holding the title of "Archdiocese
     Administrator."  He was also chairman of the Archdiocese's
     Personnel Board in the late 1970s.  He has participated in
     investigating the conduct of Fr. Thomas Laughlin who was
     convicted of sex abuse in 1983, and was present at the
     priest's sentencing.  His deposition has been unsuccessfully
     sought since at least December 3, 2003.

   * Fr. Charles Leinert

     Fr. Leinert was a Vicar of Clergy and chairman of the
     Archdiocese's Priest Personnel Board, in which role he
     investigated complaints regarding Fr. Maurice Grammond in
     1991 and Fr. Thomas Laughlin in the 1980s.  His deposition
     has been unsuccessfully sought since at least December 3,
     2003.

   * Fr. Paul Peri

     Fr. Paul Peri served as Vicar General for the Archdiocese
     and clergy Personnel director in the 1980s.  His deposition
     has been unsuccessfully sought since at least December 3,
     2003.

   * Paulette Furness

     Ms. Furness is Portland's Director of Business Affairs,
     and was the primary person responsible for reviewing clergy
     personnel files to prepare the Archdiocese's report to John
     Jay College.  She possesses a list of the 37 offending
     priests identified for the John Jay College study.

   * Fr. Gregory Gage

     Fr. Gage was an assistant pastor at All Saints Parish during
     many of the years when the parish's pastor, Fr. Laughlin was
     abusing his altar boys.

                         Portland Objects

The Archdiocese of Portland tells Judge Perris that Mr. Slader's
prosecutorial inquiry is inappropriate and unnecessary to the
mediation of tort claims for compensatory damages.  Portland
argues that the issues only relevant to those claims are:

   -- whether the abuse of a particular claimant occurred;

   -- the claimant's knowledge of harm;

   -- whether there were so-called "grooming" of the claimant by
      the person accused; and

   -- what the claimant's damages are.

What may or may not have happened concerning other priests in
other parishes at other times to other claimants is not relevant,
the Archdiocese insists.

The Archdiocese points out that Mr. Slader fails to disclose that:

   (a) Portland voluntarily produced, or will be producing
       personnel files, including sub secreto files, on all
       priest against whom claims of sexual abuse have been filed
       by Mr. Slader's clients and other persons.  The files on
       these priests have not only not been kept "secret," they
       have been produced, many of them to Mr. Slader.  Portland
       also produced files on several other priests as ordered by
       the court in cases in which punitive damages were pending.
       The files that have not been produced pertain to priests
       who have not been accused in any lawsuit.  Indeed, of the
       181 accusations the Archdiocese reported it had received
       from 1950 through 2003 against clergy in an Archdiocesan
       ministry assignment, the files that have been or will be
       produced cover approximately 172 of these allegations.
       Finally, in other cases involving clergy who were not in
       its ministries at the time of incidents alleged, Portland
       has searched its personnel files and produced any records
       in its possession.  This is hardly a "cover up."

   (b) Portland has also produced all documents it could locate
       constituting or relating to any policies regarding sexual
       abuse of minors which have existed since 1950.  These
       documents were produced to Mr. Slader, in connection with
       the state court trials involving punitive damages.  The
       documents show that the Archdiocese has developed policies
       to deal appropriately with the problem of sexual abuse of
       minors.  In addition, there is no evidence whatsoever that
       a "general practice and policy of secretly reassigning
       known pedophile clerics to unsuspecting parishes" ever
       existed.

   (c) Over 100 claimants, including many represented by Mr.
       Slader, settled their claims based on the information
       provided by Portland.  Those settlements did not require
       proof of "what the Archdiocese knew and when they knew it"
       concerning all priests at all times in all places.  Many
       millions of dollars were paid to those settling claimants.
       This is the most dramatic proof that the tort claims can
       be mediated without first satisfying Mr. Slader's zeal to
       expose a conspiracy, proof of which he has none.

   (d) Mr. Slader's discovery requests are substantially the same
       as those made in the state court cases.  Essentially, the
       requests are for any document in any Archdiocese file that
       in any way relates to sexual abuse of a minor.  Compliance
       with the overbroad discovery requests would place a
       massive burden on Portland.  Mr. Slader fails to inform
       the Court of the affidavits filed, and of his own
       admission that compliance with his discovery requests
       would impose a "heavy burden" on Portland and be a
       "difficult and time-consuming task."  Mr. Slader also
       failed to inform the Court that Portland has been able to
       find no evidence that any documents relating to sexual
       abuse have been destroyed.  Instead, he continues to
       demand evidence of destruction of documents.

   (e) Although Ms. Furness had a list of the 37 priests who have
       been accused of sexual abuse, which she identified in
       response to the John Jay Study, she did not keep any of
       the underlying documentation, because the terms of that
       study required that she discard her work product.

                   Tort Claimants Answer Back

Mr. Slader, on behalf of the Tort Claimants, tells Judge Perris
that the requested discovery is not unduly burdensome.  The
Archdiocese acknowledges that it has completed an intensive review
of its files to comply with the requests of the John Jay College
study.  It is undoubtedly true that the project required
considerable effort.  Since, however, the identity of the 37
offending priests has already been determined for that study and
considering further that the files on only nine of those 37 priest
remain to be produced, the present burden is hardly "massive."  As
to the 28 priests, Portland merely needs to identify both the
priest and the claimant's counsel who has been provided with the
priest's personnel file.

Mr. Slader contends that evidence that the Archdiocese followed a
practice or policy of allowing known pedophile priest to have
unsupervised access to children tends to prove Portland's
negligence.

Mr. Slader also says that negligence claims have far greater value
than vicarious liability claims.

When the first Catholic clergy abuse case arose in Oregon, no
pattern was evident.  The perpetrators were "bad apples," and the
Archdiocese's negligence as to a particular priest appeared to be
isolated carelessness.  Over time, however, the list of
perpetrators grew and the same pattern of negligence began to be
exhibited case after case.  Mr. Slader notes that as he began to
pursue the evidence of a policy, the Archdiocese responded with
resistance and obstruction.

"Whatever it is the debtor hiding, it is something that it
desperately wants to withhold.  If that effort is successful,
trails are more likely, not less -- for now claimants know that
what they don't know is important," Mr. Slader says.

                          *     *     *

Judge Perris finds that evidence regarding the Archdiocese's
patterns, practices and policies in regards to allegations of
sexual misconduct with a minor by any priest while working in an
Archdiocesan ministry assignment is relevant for discovery
purposes to the negligence claims of various tort claimants.

Subject to the provisions of a protective order, Judge Perris
directs Portland to produce these documents to the Law Office of
David Slader, for the common use of the tort claimants and their
counsel:

   * A complete list of the 37 priests who have been accused of
     sexual abuse, identifying whether their complete personnel
     files have previously been produced to counsel for any tort
     claimant and, if so, identifying the name of the counsel,
     the citation to the case or cases in which the records were
     produced, and the date of production;

   * A complete copy of all non-privileged personnel records,
     including "sub secreto" files, if any, regarding any of
     the identified 37 priests unless the records have been
     previously produced to an attorney for any tort claimant;
     and

   * A privilege log, adequate to apprise the tort claimants of
     the basis for the assertion of privilege, of any documents
     withheld by Portland as privileged from the files produced.

Portland is not required to produce documents already produced to
Mr. Slader, or previously produced to any other counsel for tort
claimants.

Portland may designate as "confidential" any and all documents
produced.  Any document or material that has been or will be
designated as "Confidential" will not be disclosed without prior
notice to Portland's counsel and counsel for any priest who are
referenced in the documents.

Portland is not required to produce any medical records of alleged
victims contained in the seven priest files as to whom no attorney
has made a claim to Portland.  The Court, however, requires
Portland to provide a certification that its counsel has reviewed
the victims' medical records and that they do not contain
references to the victim (x) having previously warned the
Archdiocese, (y) knowing of a third person having warned Portland
or being a victim, or (z) relating something significant that the
victim was told by an official of the Archdiocese.  If the
references are contained in the records, the relevant portion of
the records will be produced in camera to the Court for a
determination whether they should be produced to claimants'
counsel.

Production of priests' medical records will be subject to the
right of an attorney representing the priest to lodge objections
to the production of the documents with the Court.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.
Thomas W. Stilley, Esq. and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  In its Schedules of Assets and Liabilities filed with
the Court on July 30, 2004, the Portland Archdiocese reports
$19,251,558 in assets and $373,015,566 in liabilities. (Catholic
Church Bankruptcy News, Issue No. 15; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


COLONIAL PROPERTIES: Increases Common Dividend to $0.675 Per Share
------------------------------------------------------------------
Colonial Properties Trust's (NYSE: CLP) Board of Trustees has
approved a dividend of $0.675 per common share, payable on Feb. 7,
2005 to shareholders of record as of Jan. 31, 2005, representing
an ex-dividend date of Jan. 27, 2005.  This annualized dividend of
$2.70 per share represents a $0.02 increase over the dividend rate
for 2004.  This represents the twelfth consecutive year that the
Company has increased its dividend.  Thomas H. Lowder, Colonial
Properties' chairman and chief executive officer noted, "Colonial
Properties has increased its dividend each year since our initial
public offering (IPO) in 1993.  We continue to provide an above
average yield for our investors."

                        About the Company

Colonial Properties Trust is a diversified REIT that, through its
subsidiaries, owns a portfolio of multifamily, office and retail
properties where you live, work and shop in Alabama, Florida,
Georgia, Mississippi, North Carolina, South Carolina, Tennessee,
Texas and Virginia.  Colonial Properties Trust performs
development, acquisition, management, leasing and brokerage
services for its portfolio and properties owned by third parties.  
Colonial Properties Trust is a diversified REIT, which has a total
market capitalization in excess of $3.5 billion.  The foundation
of Colonial Properties' success is its live, work and shop
diversified investment strategy.  The Company manages or leases
28,453 apartment units, 6.8 million square feet of office space
and 15.6 million square feet of retail shopping space.  Additional
information on Colonial Properties Trust is available on the
Internet at http://www.colonialprop.com/The Company,  
headquartered in Birmingham, Ala., is listed on the New York Stock
Exchange under the symbol "CLP" and is included in the S&P
SmallCap 600 Index.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 27, 2004,
Standard & Poor's Ratings Services placed its 'BBB-' corporate
credit and 'BB+' preferred stock ratings for Colonial Properties
Trust on CreditWatch with negative implications.

The CreditWatch listings follow the recent announcement that
Colonial and Cornerstone Realty Income Trust Inc. have entered
into a definitive merger agreement. Approximately $1.2 billion of
rated securities for Colonial are affected. Standard & Poor's
does not rate Cornerstone.

Total consideration will be approximately $1.5 billion and will
consist of:

   (1) an exchange of common shares (at a ratio of approximately
       0.26 shares of Colonial stock for each Cornerstone share),

   (2) the issuance of up to $150 million of new preferred
       securities, and

   (3) the assumption of approximately $850 million of
       Cornerstone's existing secured indebtedness.

The purchase price equates to $10.80 per share, or a 7.25% premium
relative to Cornerstone's closing price on Oct. 22, 2004. The
agreement has been unanimously approved by each company's board of
directors and is subject to shareholder approval.

The CreditWatch listings reflect uncertainty regarding how this
transaction will ultimately impact one of the sector's more highly
leveraged balance sheets. Particularly, the higher amount of
secured debt could potentially subordinate the interests of
unsecured note holders, which would necessitate a distinction
between the corporate credit rating and the ratings on the REIT's
rated securities. At September 30, 2004, total debt equaled 67%
of capital (on a book value basis), and secured debt encumbered
properties contributing approximately 35% of net operating income
-- NOI. Management intends to repay an undetermined portion of
the secured debt with proceeds from the issuance of senior
unsecured notes. Alternatively, Colonial's previously announced
intention to divest of its mall assets could provide capital to
reduce secured debt levels. Standard & Poor's will meet with
management in the near term to assess the planned capital
structure, as well as the company's strategic plans for the
combined entity, to determine the extent to which ratings could be
impacted.


COVANTA ENERGY: Bankruptcy Court Approves Closing of 52 Cases
-------------------------------------------------------------
As previously reported, James N. Lawlor, the trustee appointed
under Ogden's liquidating chapter 11 plan asks the U.S. Bankruptcy
Court for the Southern District of New York to enter a final
decree closing the Chapter 11 cases of 52 liquidating Debtors:

   Case No.   Debtor
   --------   ------
   02-16322   Covanta Concerts Holdings, Inc.
   02-40826   Ogden New York Services, Inc.
   02-40829   Ogden Aviation Distributing Corp.
   02-40830   Ogden Aviation Service International Corporation
   02-40832   Lenzar Electro-Optics, Inc.
   02-40834   Ogden Aviation Service Company of Pennsylvania, Inc.
   02-40836   Ogden Attractions
   02-40837   Ogden Aviation Fueling Company of Virginia, Inc.
   02-40838   Ogden Aviation, Inc.
   02-40839   Ogden Aviation Service Company of Colorado, Inc.
   02-40843   Ogden Cargo Spain, Inc.
   02-40844   Ogden Central and South America, Inc.
   02-40845   Ogden Facility Holdings, Inc.
   02-40847   Ogden Film and Theatre, Inc.
   02-40848   Ogden Firehole Entertainment Corp.
   02-40849   Ogden International Europe, Inc.
   02-40852   PA Aviation Fuel Holdings, Inc.
   02-40853   Philadelphia Fuel Facilities Corporation
   02-40854   Covanta Energy Sao Jeronimo, Inc.
   02-40857   J.R. Jack's Construction Corporation
   02-40858   Ogden Constructors, Inc.
   02-40859   Ogden Environmental & Energy Services Co., Inc.
   02-40864   Covanta Key Largo, Inc.
   02-40878   Covanta Oil & Gas Inc.
   02-40896   Covanta Secure Services USA, Inc.
   02-40897   Covanta Waste Solutions, Inc.
   02-40918   Covanta Huntington, Inc.
   02-40942   Covanta Northwest Puerto Rico, Inc.
   02-40945   Covanta Tulsa, Inc.
   02-40947   Covanta Financial Services, Inc.
   02-13679   Alpine Food Products, Inc.
   02-13680   Bouldin Development Corp.
   02-13681   BDC Liquidating Corp.
   02-13684   Doggie Diner, Inc.
   02-13685   Gulf Coast Catering Company, Inc.
   03-13687   OFS Equity of Alexandria/Arlington, Inc.
   03-13688   Logistics Operations, Inc.
   03-13689   OFS Equity of Delaware, Inc.
   03-13690   OFS Equity of Babylon, Inc.
   03-13691   OFS Equity of Huntington, Inc.
   03-13692   OFS Equity of Stanislaus, Inc.
   03-13693   OFS Equity of Indianapolis, Inc.
   03-13694   Offshore Food Service, Inc.
   03-13696   Ogden Aviation Terminal Services, Inc.
   03-13697   Ogden Communications, Inc.
   03-13698   Ogden Cisco, Inc.
   03-13699   Ogden Facility Management Corp. of West Virginia
   03-13700   Ogden Leisure, Inc.
   03-13701   Ogden Food Services Corporation
   03-13703   Ogden Technology Services Corporation
   03-13704   Ogden Pipeline Service Corporation
   03-13705   Ogden Transition Corporation

The Court approves the request.

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


COVANTA ENERGY: Settles Nederlander's Claim for $725,000
--------------------------------------------------------
Pursuant to the Second Joint Plan of Liquidation confirmed in
Ogden Facility Management Corporation of Anaheim's chapter 11
case, holders of allowed unsecured claims are not entitled to
receive any distribution.

On March 30, 2004, Nederlander-Anaheim, Inc., filed Claim No. 4621
against Ogden Facility.  Nederlander asserted a $725,000 rejection
damages claim on a priority basis.

On July 15, 2004, James N. Lawlor, the trustee for the Liquidating
Debtors, objected to Nederlander's Claim No. 4621.  The
Liquidating Trustee sought to disallow and expunge the Claim.

The Liquidating Trustee is investigating potential claims against
Nederlander for the recovery of sums due under a booking agreement
between Ogden Facility and Nederlander dated November 13, 2000.  
Nederlander contests the Liquidating Trustee's right to assert the
alleged claims.

To avoid further litigation, the Parties engaged in settlement
discussions.  Consequently, the Parties agree that:

   (a) Nederlander's Claim No. 4621 will be allowed as a general
       unsecured claim against the Liquidating Debtors for
       $725,000;

   (b) The Liquidating Trustee's Objection to Nederlander's Claim
       will be withdrawn; and

   (c) The Liquidating Trustee expressly reserves the right to
       assert any potential claim against Nederlander under the
       Booking Agreement.  Nederlander reserves the right to
       assert any defense in response to the claim.

Judge Blackshear approves the stipulation in its entirety.

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


CNL RESTAURANTS: Fitch Issues Low-B Ratings on New Debt Issues
--------------------------------------------------------------
Fitch Ratings expects to rate CNL Restaurant Properties, Inc.'s  
new debt issuances, which will be used to facilitate its reverse
merger with U.S. Restaurant Properties, Inc. -- USRP -- and USRP's
acquisition of CNL Income Funds I to XVIII.

Fitch expects to assign these ratings to CNL with a Stable Rating
Outlook:

    -- Credit facility and term loan B 'BB+';
    -- Senior unsecured notes 'BB-';
    -- Preferred stock series A and C 'B+'.
     
Fitch also revises USRP's Rating Outlook to Stable and expects to
take these actions on USRP:
     
     -- Affirm senior unsecured notes at 'BB' and withdraw   
        these repayment;
     -- Affirm preferred stock series A at 'B+'.
     
The rating and Rating Outlook assignments, changes, and
withdrawals are subject to Fitch's receipt and review of the final
closing documentation for the facilities and the terms and
conditions of the merger and that the terms and conditions are
functionally consistent with what has been announced through
USRP's most recent S-4 filings and additional confidential draft
documentation reviewed by Fitch.  The transaction is expected to
close around March 1, 2005.  Fitch will issue an additional press
release following the review of final closing documents.
     
The combination of CNL, USRP, and the Income Funds will create the
nation's largest triple-net lessor to the franchise restaurant
industry.  Fitch expects that the primary synergies derived from
the merger will stem from the simplification of the combined
entities organizational and regulatory reporting structure.
Pretransaction, the combined companies have 20 separate SEC
registrants with filing requirements and approximately 230 legal
entities.  Postmerger, this will be reduced to one filing body and
about 80 legal entities.
     
Rating strengths for CNL postmerger will center on the company's
size and property diversity.  The company will be geographically
diverse, with approximately 1,900 owned and an additional 1,000
managed properties spread across 49 states.  The company will also
have relationships spanning approximately 220 restaurant concepts
and 550 franchisors/franchisees.  While there are meaningful
concentrations among the top 10 franchisors/franchisees, including
its two largest exposures to Jack in the Box, Inc. and Golden
Corral Corp. at nearly 8% of total assets each, the underlying
properties are generally in a broad array of markets, which Fitch
believes may help support recovery values in the event of tenant
default.
     
In addition, the company seeks to operate as a full service
provider of real-estate services, ranging from its core long-term
triple net lease product to mortgages, through its relationship
with Bank of America, to merger and acquisition advice for tenants
and investment property sales.  These services may generate
unencumbered fee income that could also help boost expense
coverage metrics.
     
Despite a high level of leverage, Fitch believes that the
company's base interest coverage will be solid, with total EBITDA-
to-interest expense expected to be 2.32 times for fiscal 2005.
Approximately 8.3% of the postmerger company's 2005 funds from
operations - FFO -- is expected to be derived from its specialty
finance business.  This segment contains the company's servicing
platform, M&A advisory function, investment property sales
program, and the majority of the company's mortgage portfolio.
Fitch views a significant proportion of this income as
nonrecurring.  A conservative measurement of recurring
EBITDA/interest expense is calculated with the numerator, as
recurring interest and rent income less property and total general
and administrative expenses and the denominator as interest
expense.  This ratio is anticipated to be 1.72x for fiscal 2005,
which is adequate for the company's 'BB-' unsecured rating.
     
The notching between the revolving credit facility and term loan B
(bank facilities) and the senior unsecured notes is based in large
part on the pledge of borrowing base assets to the bank
facilities.  CNL will pledge the equity of its operating
partnership, CNL APF Partners, LP (APF) to the bank facility.  APF
will effectively hold 100% of all unencumbered assets, and it will
also guarantee the bank facility.  The unsecured notes, by
contrast, will have neither a guarantee or equity pledge.  The
borrower for both the bank facility and the unsecured notes will
be the parent company, which holds no direct real estate assets.
As a result, while both instruments are pari passu by definition,
Fitch believes that the bank facilities have superior access to
both unencumbered assets, as well as any excess collateral or cash
flows from encumbered assets.  At closing, the book unencumbered
asset coverage of total unsecured debt (consisting of the bank
facility and unsecured bonds) will be 1.41x, while the bank
facilities alone will be covered 3.28x.  The bank facilities also
require a minimum of 2x unencumbered asset coverage.
     
Rating concerns center on the company's aggressive capitalization
following the merger.  Debt to total tangible assets will be
62.56%.  However, management has indicated that this leverage
should not rise above this level, rather, it is expected to
decline modestly from 2005-2008.
     
Fitch believes that CNL's postmerger funding profile contains both
strengths and concerns.  Over the past five years, the merging
companies have accessed the public and preferred equity, unsecured
debt, asset-backed securities, commercial mortgage-backed
securities, bank debt, and warehouse markets for funding.  
However, turbulence in the securitization market with respect to
the company's core franchise restaurant property lease asset is a
concern, and leaves doubt as to the accessibility and reliability
of this market over the long term.  Nevertheless, Fitch believes
that both CNL and USRP have had among the best performing
franchise lease securitizations and that they are among the best
suited to access the market.  Over the long term, Fitch will look
for the company to continue to demonstrate its access to these
markets and thus the market-liquidity of its assets.
     
CNL has also developed a strong investment property sales program,
which is housed within its taxable REIT subsidiary.  In this
model, CNL purchases preleased properties often through
sale/leaseback agreements funded by short-term warehouse lines.
The properties are typically sold within 3 to 9 months with the
objective of realizing a cash gain on sale.  CNL uses its
investment property sales program to manage investment
concentrations and to compete for asset origination where pricing
is very thin and that would not otherwise be economical long-term
investments.  Since 2001, this strategy has resulted in the sale
of nearly $1 billion of properties.  While Fitch believes that the
income generated from this is nonrecurring, it does demonstrate
the company's ability to sell assets in the current market
environment.  However, this capacity is relatively untested in a
rapidly rising interest-rate environment.
     
Based in Orlando, Florida and founded in 1994, CNL is a self-
administered REIT.  It is the nation's largest lessor of real
estate to the franchise restaurant industry with a portfolio of
653 properties diversified among 116 restaurant concepts as of
Sept. 30, 2004.  CNL's objective is to be a one-stop-shop for real
estate needs, including long-term triple net leases, mortgages,
and merger and acquisition advice.  As of Sept. 30, 2004, CNL had
total assets of $1.3 billion and book equity of $464 million.
     
USRP is based in Dallas, Texas and has roots dating to 1985.
Through its subsidiaries, USRP is a self-administered REIT that
acquires, owns, leases, and in some cases, operates restaurant,
service stations, and other retail properties.  Most of the
properties are leased by USRP on a triple net lease basis to quick
and full-service dining chain restaurants affiliated with national
and regional brands.  As of Sept. 30, 2004, USRP owned 782
properties that were diversified among 111 restaurant concepts.
     
The Income Funds are managed by CNL and consist of 18 separate
Florida limited partnerships that were formed between 1986 and
1997.  At Sept. 30, 2004, the Income Funds' investments consisted
of 496 triple-net leased restaurant properties to 60 different
quick service and casual dining restaurant concepts.


DANSKE BANK: Begins Liquidation of New York Office
--------------------------------------------------
On or about Jan. 2, 2005, Danske Bank A/S commenced the voluntary
liquidation of its New York branch and agency located at 299 Park
Avenue in New York under the provisions of Sec. 605.11(c) of the
New York State Banking Law.  

Upon completion of the winding-up, all businesses shall be
conducted from Danske Bank's offices abroad.  All inquiries with
respect to the winding-up of Danske Bank's New York Office should
be directed to:

         Bent V. Christensen
         First Vice President
         Tel: (212) 984-8410

Danske Bank Aktieselskab -- http://www.danskebank.com/-- is the  
largest bank in Denmark.  Danske Bank is the holding company for
Danske Bank (formerly Den Danske Bank), Denmark's #1 bank.  The
company serves customers through roughly 250 branches in Denmark
and through corporate banking branches elsewhere in Europe and the
US; it also has retail bank subsidiaries in Sweden and Norway.
Retail and commercial banking together make up the bulk of the
company's revenue.  Danske Bank also conducts stock and bond
trading, institutional investment, and other financial services
through its numerous subsidiaries.  In 2004 it bought Irish banks
Northern Bank and National Irish Bank from National Australia
Bank.


DEL LABORATORIES: Shareholders Approve DLI Holding Merger
---------------------------------------------------------
Del Laboratories, Inc. (Amex: DLI) disclosed that at a special
meeting of the shareholders held Friday, Jan. 21, 2004, DLI
shareholders approved the Agreement and Plan of Merger dated
July 1, 2004, as amended and supplemented, with DLI Holding Corp.,
a company affiliated with Kelso & Company.

Under the terms of the merger agreement, each outstanding share of
DLI common stock will be converted into the right to receive $35
per share in cash.  The total transaction is valued at
approximately $480 million, including the repayment of
indebtedness of approximately $70 million.  The closing of the
transaction is expected to occur, subject to the satisfaction
of all other closing conditions, on Jan. 27, 2005.

                        About the Company

Del Laboratories, Inc., markets and manufactures cosmetics and
over the counter pharmaceuticals.  The Company's two flagship
brands, Sally Hansen and Orajel, are both leaders in their
respective categories, and continue to build revenues and market
share.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 13, 2005,
Standard & Poor's Ratings Services assigned a 'B' corporate credit
rating to Del Laboratories Inc.

In addition, a 'B' rating and a '2' recovery rating were assigned
to Del's planned $260 million bank facility, indicating Standard &
Poor's expectation of substantial recovery of principal (80%-100%)
in the event of a default.  A 'CCC+' rating was also assigned to
Del's planned $150 million senior subordinated note offering due
2012.  The outlook is positive.  Kelso & Co. will use proceeds
from these offerings and $138 million of equity to finance the
acquisition of the company for $504 million.

The ratings reflect Uniondale, New York-based Del's high leverage
as a result of the Kelso acquisition.  Additionally, despite the
leading consumer brands in both nail care and oral analgesic, the
company has a narrow product focus and limited geographic
diversity.  These concerns are exacerbated by the company's
operating difficulties in 2004 relating to production start-up
problems in its Rocky Point, North Carolina manufacturing
facility.

"While Del will have a highly leveraged capital structure as a
result of planned acquisition by Kelso, the company has
implemented cost savings initiatives that, if successful, could
significantly reduce leverage over the near term.  If the company
is able to achieve these cost savings and maintain operating
stability, a higher rating could be considered over the
intermediate term," said Standard & Poor's credit analyst Patrick
Jeffrey.


DLJ MORTGAGE: Fitch Holds Junk Rating on Class B-4 1994-3 Certs.
----------------------------------------------------------------
Fitch Ratings has taken rating actions on DLJ Mortgage Acceptance
Corp mortgage pass-through certificates:

     DLJ Mortgage Acceptance Corp, mortgage pass-through
     certificate, series 1992-1
     
          -- Class A affirmed at 'AAA'.
     
     DLJ Mortgage Acceptance Corp, mortgage pass-through      
     certificate, series 1993-14
     
          -- Classes M1 and M2 affirmed at 'AAA';
          -- Class B1 upgraded to 'AAA' from 'AA';
          -- Class B2 upgraded to 'AA' from 'A';
          -- Class B3 upgraded to 'A' from 'BB+'.
     
     DLJ Mortgage Acceptance Corp, mortgage pass-through
     certificate, series 1994-3
     
          -- Classes A and M affirmed at 'AAA';
          -- Class B1 affirmed at 'AA';
          -- Class B2 downgraded to 'BBB+' from 'A';
          -- Class B3 downgraded to 'B' from 'BB';
          -- Class B4 remains at 'CCC'.
     
     DLJ Mortgage Acceptance Corp, mortgage pass-through      
     certificate, series 1994-6
     
          -- Classes A, M and B1 affirmed at 'AAA';
          -- Class B2 affirmed at 'AA+';
          -- Class B3 affirmed at 'A+';
          -- Class B4 affirmed at 'BBB-'.
     
The upgrades represent $300,000 in outstanding principal, the
affirmations represent $15.8 million and the downgrades represent
$300,000.

The underlying collateral for series 1992-1 consists of a mix of
traditional and hybrid adjustable-rate loans.  The current pool
factor (principal outstanding as a percent of the initial loan
pool) stands at 1%.  Credit enhancement has grown more than 60
times the original level and there are currently no delinquent
loans in the pool.

The underlying collateral for series 1993-14 consists of 30 year
fixed-rate loans.  The current pool factor is at 1.1%.  Credit
enhancement for all the above mentioned classes has grown at least
6x the original level.  There have been no realized losses to
date.

The underlying collateral for series 1994-3 consists of 30 year
fixed-rate loans.  The current pool factor is at 2%.  Credit
enhancement for the affirmed classes has grown to at least twice
their original levels.  The downgraded classes have experienced a
growth in credit enhancement of less than twice their original
levels, while there is a higher than expected level of serious (90
or more days) delinquencies.

The underlying collateral for series 1994-6 consists of 15 year
fixed-rate loans.  The current pool factor is at 4.3%. Credit
enhancement for each of the classes has grown to more than 1.5x
their original level.  There have been no realized losses to date
and there are currently no delinquent loans in the pool.

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


ECHOSTAR COMMS: Purchase Plans Spur Moody's to Hold Low-B Ratings
-----------------------------------------------------------------
Moody's Investors Service affirmed all ratings for EchoStar
Communications Corporation and subsidiary EchoStar DBS Corporation
after the Company's announcement that it plans to purchase certain
satellite assets from Rainbow DBS Co., a subsidiary of Cablevision
Systems Corporation for $200 million.  The ratings assume that
EchoStar will fund the acquisition with cash on hand, estimated at
approximately $1.2 billion following the payment of a special $455
million shareholder dividend in the fourth quarter of 2004.

The rating affirmations reflect the still substantial cash
balances available to EchoStar Communications, and specifically
incorporate Moody's unchanged view that expansion of satellite
assets is necessary to promote the future success of the business
from a competitive perspective.

The list of Moody's ratings and actions:

   --  EchoStar Communications Corporation

       * $1 Billion of 5-3/4% Convertible Subordinated Notes due
         2008 -- B2 (affirmed)

       * Senior Implied Rating -- Ba3 (affirmed)

       * Issuer Rating -- B1 (affirmed)

       * Liquidity Rating -- SGL-1 (affirmed)

       * Rating Outlook (all ratings for both EchoStar and EDBS)
         -- Stable (unchanged)

   -- EchoStar DBS Corporation

      * $1 Billion of 6-5/8% Senior Unsecured Notes due 2014
        (new) -- Ba3 (affirmed)

      * $446 Million (remaining amount) of 9-1/8% Senior Unsecured         
        Notes due 2009 -- Ba3 (affirmed)

      * $500 Million of Senior Unsecured Floating Rate Notes due
        2008 -- Ba3 (affirmed)

      * $1 Billion of 5-3/4% Senior Unsecured Notes due 2008 --
        Ba3 (affirmed)

      * $1 Billion of 6-3/8% Senior Unsecured Notes due 2011 --
        Ba3 (affirmed)

The Ba3 senior implied rating continues to reflect:

   * Echostar's moderately high financial leverage of
     approximately 5 times on a trailing 12 months gross debt
     basis and modest coverage levels;

   * expectations of higher costs to both grow and retain
     subscribers in an increasingly competitive operating
     environment; and

   * ongoing concerns about diminishing returns on invested
     capital and the long-term strategic position of the company,
     including the viability of the current business model on a
     stand-alone basis.

Moody's also views EchoStar's shift to more aggressive fiscal
policies - specifically as evidenced by recent shareholder-
friendly actions in the form of a special $455 million cash
dividend in November 2004, which followed $1 billion of common
stock repurchases between November 2003 and August 2004 and was
subsequently followed by the announcement of an incremental $1
billion share repurchase authorization - as a constraining factor
for ratings.  Incremental risks associated with the company's
increasingly flexible indenture agreements and the relative lack
of transparency in forecasted performance levels has also remained
a concern for the rating agency.

The ratings continue to garner support, however, from the
company's still solid liquidity position based on:

   * predominantly on its approximately $1 billion of balance
     sheet cash pro forma the asset purchase; and

   * the substantial and still rapidly growing subscriber base of
     over 10 million, which has recently evidenced better ARPU
     growth and modest positive free cash flow.

Moody's also noted that availability of the technologically
advanced Rainbow DBS satellite at a probable lower cost and within
an earlier timeframe than that which otherwise would have occurred
is considered to be a modest positive in support of EchoStar
Communications' current ratings.

The Ba3 senior implied also continues to incorporate short-term
uncertainties regarding EchoStar Communications' intentions for
its substantial cash balances, but no restriction on utilization
of this cash for strategic short-term purposes exists.  Moody's
has historically hesitated to consider EchoStar's leverage on a
net basis due to the lack of assurance that cash would be used to
pay down debt, and the recent share repurchase and dividend
activity substantiates this approach.

Furthermore, EchoStar's long term competitive viability as an
essentially one-product company remains a concern, which is
somewhat heightened by the likelihood that EchoStar's partnership
with SBC will yield fewer subscribers as SBC focuses on offering
video on a standalone basis.  

Moody's also expects competition from DirecTV to intensify under
still relatively new DirecTV management.  EchoStar Communications'
relative lack of product differentiation creates inherent business
risk, which, in Moody's view, demands greater flexibility and a
stronger credit profile relative to EchoStar's cable TV peers.

The stable outlook reflects Moody's expectation that EchoStar's
balance sheet leverage is unlikely to change significantly over
the next 12-to-18 months.  Moody's will also monitor the growth of
both EBITDA and capital expenditures because leverage on a debt-
to-EBITDA basis could decline, but not materially enough to
improve EchoStar's perceived credit profile if the decline occurs
simultaneously with increased capital expenditures and depressed
free cash flow.

Lack of spending could hamper EchoStar Communications' growth
prospects, however, and free cash flow growth achieved through
spending cuts could be viewed negatively by Moody's.  The
potential for increasing investment requirements, a contrast to
most cable companies which are now experiencing a declining and
increasingly variable capital expenditure trends after heavy
investments over the past several years, further supports Moody's
view that EchoStar needs more financial flexibility than some of
its pay TV competitors.  The satellite asset purchase from
Cablevision effectively constitutes the acceleration of otherwise
inevitable future capital expenditures, in Moody's view, and as
such represents a fiscally prudent use of capital, which had
already been anticipated.

Application of cash on hand to reduce debt on a sustained basis
could provide some support for rating lift or a renewed positive
outlook bias, assuming Moody's believed that EchoStar had not
effected such leverage reduction at the expense of its competitive
position or financial flexibility. Conversely, sustained use of
cash toward share buybacks could result in a negative rating
outlook and/or potentially pressure the ratings downward.

Headquartered in Englewood, Colorado, EchoStar Communications
Corporation is a leading provider of direct broadcast satellite
pay television services to approximately 10.5 million subscribers.


FAIRPOINT COMMS: Noteholders Agree to Amend Senior Note Indentures
------------------------------------------------------------------
FairPoint Communications, Inc., reported that as of 5:00 p.m., New
York City time, on Jan. 20, 2005, which was the consent payment
deadline, it had received tenders and consents in connection with
its previously announced tender offers and consent solicitations
representing approximately:

   -- 99.8% of its outstanding 9-1/2% Senior Subordinated Notes
      Due 2008,

   -- 67.7% of its Floating Rate Callable Securities Due 2008,

   -- 89.7% of its 12-1/2% Senior Subordinated Notes Due 2010 and

   -- 99.1 % of its 11-7/8% Senior Notes Due 2010.

FairPoint also disclosed that supplemental indentures effecting
the proposed amendments to the indentures governing the notes have
been executed, and such amendments will become operative on the
date that validly tendered notes are accepted for purchase and
payment by FairPoint.  In accordance with the terms of the Offers,
tendered notes may no longer be withdrawn and consents may not be
revoked, unless FairPoint reduces the amount of the applicable
purchase price, the consent payment or the principal amount of
notes subject to the Offers or is otherwise required by law to
permit withdrawal.

The Offers will expire at 5:00 p.m., New York City time, on
Feb. 3, 2005, unless one or more of such Offers are extended.  The
Offers are subject to several conditions, including, among other
things, FairPoint's completion of its proposed initial public
offering of its common stock and obtaining a new senior secured
credit facility.  FairPoint expects to complete the initial public
offering of its common stock and obtain a new senior secured
credit facility on or prior to the Expiration Date.  FairPoint may
amend, extend or terminate one or more of the Offers in its sole
discretion.

                        About the Company

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

                          *     *     *

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

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


FAIRPOINT COMMS: S&P Puts BB- Rating on $690 Million Bank Loan
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
FairPoint Communications Inc.'s $690 million secured bank facility
due 2011-2012.  

A recovery rating of '4' also was assigned to the loan, denoting
the expectation for a marginal recovery of principal (25%-50%) in
the event of a default.  The new credit facility is contingent
upon the closing of the company's estimated $475 million IPO; if
the IPO is not completed, the ratings on the loan will be
withdrawn.  Proceeds from the IPO and new bank facility will be
used to repay existing bank debt and unsecured notes, and to
redeem the company's series A preferred stock.

The 'B+' corporate credit rating on FairPoint currently remains on
CreditWatch with positive implications, where it was placed Jan.
10, 2005.   Upon completion of the IPO, the corporate credit
rating will be raised to 'BB-' with a negative outlook.  The
ratings on the existing bank debt and unsecured notes will be
withdrawn upon completion of the proposed transactions.  If the
proposed transactions are not completed, ratings will remain at
their current levels.  Therefore, ratings on existing debt were
removed from CreditWatch.

"The prospective revision in the corporate credit rating results
from the material deleveraging impact of the proposed IPO on this
rural telephone operator," said Standard & Poor's credit analyst
Rosemarie Kalinowski.  "The negative outlook would reflect the
continuing potential longer-term impact of cable telephony on the
company's competitive position."

FairPoint's business risk profile is characterized by its
relatively stable telephone revenue, its healthy EBITDA margin,
its supportive regulatory environment, and the depth of management
experience.  These factors are tempered by the company's
aggressive, shareholder-oriented financial policy with the
intention to provide a substantial dividend, as well as low-growth
revenue trends because of the mature rural local exchange carrier
(RLEC) industry.


FIRST VIRTUAL: Section 341(a) Meeting Slated for Feb. 22
--------------------------------------------------------
The United States Trustee for Region 17 will convene a meeting of
First Virtual Communications, Inc., and its debtor-affiliate's
creditors at 10:00 a.m., on Feb. 22, 2005, at 235 Pine Street,
Suite 700 in San Francisco, California.  This is the first meeting
of creditors required under 11 U.S.C. Sec. 341(a) in all
bankruptcy cases.

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

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


FORCE PROTECTION: Completes $15.8 Million Equity Financing
----------------------------------------------------------
Force Protection, Inc. (OTCBB: FRCP), a leading U.S. manufacturer
of armored vehicles used by U.S. forces in Iraq, has completed an
equity financing in the form of a "Series D" 6% Convertible
Preferred Stock which resulted in gross proceeds of approximately
$15.8 million.

The agreement is one of several steps by the company aimed at
building on recent rapid growth fueled by military operations in
Iraq and Afghanistan.  Company executives also announced that all
outstanding Series B and C Preferred Shares will be converted into
common stock.

"This financing will provide us with the necessary working capital
to support our operations, and it will allow us to take advantage
of the substantial growth opportunities present in our key
business segments," said Force Protection Vice President and Chief
Financial Officer Tom Thebes.

"Additionally, with the completion of a pending reverse 12-for-1
split, the conversion of all previously existing outstanding
preferred shares into common stock, and the elimination of anti-
dilution provisions for all legacy shareholders, we have put the
Company's capital structure in a form that will more readily lead
to significant interest from both institutional investors and
analysts," Mr. Thebes said.  "Force Protection expects to file for
a listing on a national exchange during the first calendar quarter
of 2005."

Atlanta-based HPC Capital Management Corporation acted as the
placement agent.  The lead investor was the Palisades Master Fund.
Under the terms of the financing, the preferred is convertible
into common stock of Force Protection at $.32 per share, subject
to adjustment based upon a market average price over 60 days.

"We not only believe strongly in the business case for Force
Protection, but it is rewarding to know that the vehicles they
produce are saving the lives of our troops in Iraq," said HPC
Capital Chairman Andy Reckles.  "As an additional show of support
for them, HPC Capital will donate $10,000 to the Disabled American
Veterans charitable organization for American's who have become
disabled in combat."

"We are pleased with this investment led by Palisades Master
Fund," said Force Protection Chairman Frank Kavanaugh. "This is an
important step for the company's future.  With this additional
strength in our balance sheet we can now focus on securing a
competitive senior term debt line.  We appreciate and have been
particularly impressed by the efficient and cooperative manner
with which Palisades has managed this transaction."

In addition to the financing agreement, Force Protection announced
today that R. Scott Ervin has been named interim Chief Executive
Officer.  Mr. Ervin, a current member of the board and a corporate
attorney, will replace Gale Aguilar, who will step down to focus
on his position as president and chief operating officer of Mitem,
a Menlo Park, California enterprise software company.  Mr. Aguilar
will remain a member of the Force Protection board of directors.

Mr. Ervin is a corporate lawyer with more than 20 years' business
experience and an extensive background in corporate governance.  
He is licensed to practice law in New York and Texas, and is
admitted to practice before the Second U.S. Circuit Court of
Appeals and the United States Supreme Court.  Mr. Ervin has also
served as a director of Force Protection for over 3 years.

"We would like to thank Gale for his excellent work at Force
Protection." said Mr. Kavanaugh.  "He has overseen the transition
of the company into a fast growing manufacturer of blast-protected
vehicles which are now deployed with U.S. forces in Iraq and
Afghanistan. During his tenure, he has recapitalized the company
and assisted in the securing of $22 million in new orders for
2005, including delivery of the first Cougar vehicles to Iraq."

                     About the Company

Force Protection, Inc.  manufactures ballistic and mine protected
vehicles through its wholly owned subsidiary.  These specialty
vehicles are protected against landmines, hostile fire, and
Improvised Explosive Devices (IEDs, commonly referred to as
roadside bombs).  Force Protection's mine and ballistic protection
technology is among the most advanced in the world. The vehicles
are manufactured outside Charleston, S.C.

                       Going Concern Doubt

In its Form 10-Q for the quarterly period ended Sept. 30, 2004,
filed with the Securities and Exchange Commission, Force
Protection reported that, during the year ended Dec. 30, 2003, the
Company incurred losses of $5,321,623 and its current liabilities
exceeded its current assets by $360,652 which raised substantial
doubt about its ability to continue as a going concern.


FRIEDMAN'S INC: Gets Interim OK to Use Up to $40-Mil DIP Facility
-----------------------------------------------------------------
Friedman's Inc. (OTC: FRDM.PK) has received a commitment for up to
$150 million in debtor-in-possession (DIP) financing from a group
of lenders led by Citicorp USA, Inc., and arranged by Citigroup
Global Markets, Inc.

On Friday, Friedman's received interim approval from the U.S.
Bankruptcy Court for the Southern District of Ohio permitting it
to borrow up to $40 million of the DIP financing facility.  Upon
closing, which is anticipated to be completed this week following
entry of the interim DIP financing order by the Bankruptcy Court,
the interim DIP financing will be immediately available to repay
Friedman's prepetition revolving credit facility, to purchase
inventory and for general corporate purposes.  

The final hearing on the DIP financing facility has been scheduled
for Feb. 18, 2005.  At the final hearing, Friedman's expects to
seek approval of the remainder of the DIP facility, which
currently remains subject to satisfactory diligence review by the
lenders and customary conditions.  To the extent that the full
$150 million is approved at the final hearing, the Company has
agreed to use the final DIP financing facility to repay its
prepetition term loan facility, to fund certain payments to
vendors under its prepetition secured trade credit program, to
purchase additional inventory and for general corporate purposes.

        Wants Emergency Access to $40 Million Cash Collateral

In connection with the approval of the interim DIP financing
facility, Friedman's also reached an agreement with its existing
lenders on the terms for the consensual use of their cash
collateral through the duration of the Company's chapter 11 cases
as well as the granting of senior liens to Friedman's new lenders
under the DIP financing facility.

The Debtors need access to that cash collateral to pay day-to-day
operating expenses to avoid immediate and irreparable harm to
their estates.  Bank of America, N.A., acts as the administrative
agent for the lenders.  Under the credit agreement, Friedman's
owes the Banks approximately $79 million.

The Debtors estimate they'll use $40 million in accordance with a
weekly budget through Feb. 18, 2005, projecting:

                             Week Ending
                             -----------
                 1/28/05     2/4/05     2/11/05    2/18/05   
                 -------     ------     -------    -------
Beginning      
Cash Bal.      $1,350,444  $   66,613  $1,701,851  $2,692,599   

Cash Receipts   7,380,169   9,056,738  18,754,747  17,437,690  

Total           8,664,000   7,421,500  17,764,000   6,984,000
Disbursements
              -----------  ----------  ---------- -----------
Ending
Cash Bal.     $    66,613  $1,701,851  $2,692,599 $13,146,289  

To protect the interests of the Lenders, the Debtors propose to
provide the Lenders with perfected replacement security interests
and liens in all personal property of each of the Debtors'
estates.

                        First Day Motions

The Company received Court approval during its first day hearings
to among other things:

   -- pay prepetition employee wages, salaries, workers'
      compensation, health benefits, life and disability insurance
      and other employee obligations during its restructuring
      under chapter 11;

   -- pay trust taxes in the ordinary course of business,
      including:

         * pre-petition amounts,

         * continued use of its cash management systems, and

         * authorization to continue with ordinary course customer
           programs such as return privileges, layaways, product
           protection plans, gift certificates and other customer
           programs during the restructuring period; and

   -- pay ordinary course postpetition expenses without seeking
      Court authority.

Friedman's Chief Executive Officer Sam Cusano said he was
extremely pleased with the Court's approval of its "first-day"
orders and interim DIP financing.  "Having secured DIP financing
and approval of our first-day motions within the first week of the
case gives Friedman's forward momentum toward restructuring the
Company.  As we head into the Valentine's Day shopping season, our
$40 million interim financing authority gives the Company the
liquidity and resources to work with vendors to restore
merchandise shipments in and out of our stores that were
interrupted by the unanticipated liquidity events of the last
several weeks."

Mr. Cusano also stated that Friedman's has already contacted a
number of its major vendors, who have indicated their intention to
continue to support Friedman's in its chapter 11 reorganization.  
Friedman's also received Court approval to continue various
vendor-related programs, including payment of prepetition
consignment claims relating to merchandise still held by the
Company.  "There will be no interruption in operations at the
Company's stores, and we will continue to purchase and pay for
goods and services from our suppliers," said Mr. Cusano.  Mr.
Cusano also said that the Company had been informed that the
Office of United States Trustee planned to appoint an official
unsecured creditors committee early this week and that the Company
planned to meet with the committee following its appointment later
this week in New York City.

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


FRIEDMAN'S INC: Look for Bankruptcy Schedules By April 14
---------------------------------------------------------
Friedman's Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of Georgia for an extension until
April 14, 2005, to file their Schedules of Assets and Liabilities
and Statements of Financial Affairs.

The Debtors explain that because they operate in over 650
locations, the preparation of schedules and statements requires a
substantial amount of resources and time in order to gather,
format and review the required information.  Moreover, certain
invoices have not yet been received or entered into the Debtors'
financial systems.

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


GAP INC: Moody's Reviewing Ba1 Ratings for Possible Upgrade
-----------------------------------------------------------
Moody's Investors Service placed the long term debt ratings of Gap
Inc. and its subsidiaries on review for possible upgrade and
affirmed the company's SGL-1 rating.

The ratings placed on review:

   * Gap Inc.:

     -- Senior implied of Ba1,

     -- Senior unsecured notes and global convertible bonds of
        Ba1,

     -- Issuer rating of Ba1.

   * Gap (Japan) K.K:

     -- Senior Notes guaranteed by Gap Inc. of Ba1.

The rating affirmed is:

   * Gap Inc.:

     -- Speculative grade liquidity rating of SGL-1.

The review for a possible upgrade is prompted by evidence that
Gap, Inc., has been able to maintain its improvements in operating
margins even in an environment where sales have been softer than
expected, as well as the continued reduction in the Company's
funded debt and continued strong free cash flow generation.  
During fiscal year 2004, Gap Inc. repaid approximately
$871 million of funded debt.  

Management has continued to demonstrate a more disciplined
approach to its operations and prudent financial policies by
holding its margins despite the soft sales environment and by
still maintaining very strong on-balance sheet cash even after the
large debt pay downs and share repurchase program.

Moody's review will evaluate:

   1. Gap Inc.'s strategy for achieving ongoing sales and
      earnings growth;

   2. Gap Inc.'s ability to continue generating solid free cash
      flow; and

   3. Gap Inc.'s longer term financial policies, including
      leverage targets, capital expenditures, liquidity, and any
      possible plans to further return value to shareholders.

In addition, the review will focus on management's strategy for
the development and launch of a fourth brand concept.

Gap Inc.'s speculative grade liquidity rating of SGL-1 reflects
very good liquidity.  Gap Inc.'s primary sources of liquidity are
net positive cash flow from operations and its high available cash
balances excluding restricted cash.  Moody's expects Gap to meet
all of its anticipated capital expenditures and upcoming debt
maturities over the next 12 months through internal sources of
cash.

Liquidity is bolstered by its $750 million unsecured revolving
credit facility, which is only used for letters of credit.  Gap
Inc. is expected to be in compliance with all its financial
covenants.  In addition, its assets are unencumbered, excluding
the restricted cash, providing it with alternate sources of
liquidity if necessary.

Headquartered in San Francisco, California, Gap Inc. operates
3,051 stores under the Gap, Old Navy, and Banana Republic brands.  
Gap Inc. had annual revenues of approximately $15.9 billion in the
fiscal year ended February 1, 2004.


GENCORP INC: Holding 4th Quarter Earnings Webcast on Feb. 9
-----------------------------------------------------------
GenCorp Inc.'s (NYSE: GY) analyst conference call to discuss
fourth quarter 2004 earnings will be webcast live on the Internet
at 8 a.m. PST (11 a.m. EST) on Wednesday, Feb. 9, 2005.  The
webcast will be accessible from the Company's web site,
http://www.GenCorp.com/ The Company will release earnings that  
morning before the market opens.

The webcast is anticipated to be about one hour in length.  
Participants will be in a listen-only mode and must have Windows
Media(R) Technologies loaded onto their computers.  To hear the
live or replayed conference call, look for the link on the GenCorp
web site and follow the instructions provided there.

                        About the Company

GenCorp Inc. -- http://www.GenCorp.com/-- is a leading  
technology-based manufacturer of aerospace and defense products
and systems with a real estate business segment that includes
activities related to the development, sale and leasing of the
Company's real estate assets.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 11, 2004,
Moody's Investors Service assigned a Caa2 rating to GenCorp,
Inc.'s proposed $50 million convertible subordinated notes, due
2024, and a B1 rating to the company's new $175 million senior
secured credit facilities, consisting of a $75 million revolving
credit due 2009 and a $100 million term loan due 2010. The
proceeds from the new notes and facilities, along with about
$100 million expected from a recently-announced 7.5 million public
share offering as well as cash provided by the recent sale of the
GDX automotive division in August 2004, will be used to re-
purchase part of the company's existing 5-3/4% note (due 2007) and
certain other debt securities, as well as to re-finance its
existing senior secured credit facilities. All other ratings of
the company have been affirmed:

     * Senior implied rating of B2
     
     * Unsecured issuer rating of B3
     
     * $150 million 9.5% senior subordinated notes, due 2013, of
       Caa1
     
     * $150 million 5.75% convertible subordinated notes, due       
       2007, of Caa2
     
     * $125 million 4% convertible subordinated notes, due 2024,       
       of Caa2
     
The ratings outlook is stable.


GENERAL CHEMICAL: Ontario Court Grants Protection Under CCAA
------------------------------------------------------------
General Chemical Canada Ltd. voluntarily filed for and was granted
protection under the Canadian Companies' Creditors Arrangement Act
by Order of the Ontario Superior Court of Justice (Commercial
List) made on Wednesday, January 19, 2005.

The Company determined it was no longer able to obtain funding for
ongoing operations at its Amherstburg, Ontario manufacturing
facility.  The Company experienced poor operating results over the
last two years due to negative cash flows, principally arising
from pension funding requirements, higher energy costs and the
strong Canadian dollar.  The Company expected to incur significant
losses in 2005 as a result of these factors.

Pursuant to the Initial Order, PricewaterhouseCoopers, Inc., was
appointed Monitor of the Company.  The Company is represented by
Blake, Cassels & Graydon LLP, as insolvency counsel.

Copies of court materials or further information can be obtained
on the Internet at the website of counsel for the Company at
http://www.blakes.com/ccaaor the Monitor at  
http://www.pwc.com/brs-gcclor by contacting the Monitor at  
416-869-2302.

This CCAA filing excludes General Chemical Industrial Products
Inc., General Chemical (Soda Ash) Partners, and all non-Canadian
subsidiaries and affiliates of General Chemical Industrial
Products, Inc.

                        About the Company

General Chemical Industrial Products, Inc., is a leading producer
of soda ash and calcium chloride.  Following the spin-off of its
manufacturing and performance products businesses in April 1999,
General Chemical has become a smaller, more focused company
committed to creating value as a low-cost, high-quality producer
of its core industrial chemicals.


HIGH VOLTAGE: Hires Charles A. Schultz, Jr., as Interim CFO
-----------------------------------------------------------
High Voltage Engineering Corporation, a leading provider of
industrial power conversion and control devices and systems, has
entered into a Management Agreement with Marotta Gund Budd &
Dzera, LLC, pursuant to which their associate Charles A. Schultz,
Jr., will become HVE's interim Chief Financial Officer.  The
engagement shall be on a month-to-month basis and may be
terminated at any time upon 5 days' written notice by either
party.  High Voltage Engineering's corporate offices have now been
relocated to Pittsburgh area facilities.  Mr. Joseph W. McHugh,
Jr., the company's current CFO, has decided not to relocate to
Pennsylvania, and as a result will transition out of the company
during calendar 2005.  Mr. McHugh will continue to work with the
company as Vice President Finance during this transition.

                    About the Company

High Voltage Engineering Corporation owns and operates a
diversified group of three industrial and technology based
manufacturing and services businesses.  HVE's businesses focus on
designing and manufacturing high quality applications and
engineered products which are designed to address specific
customer needs.  The company has an established customer base
spanning more than 60 countries, in a variety of industries
including process automation, metal and steel, water and
wastewater treatment, petrochemicals, oil and gas extraction and
transportation, and semiconductor fabrication.

                          *     *     *

Headquartered in Wakefield, Massachusetts, High Voltage
Engineering Corp., designs and manufactures technology-based
products in three segments: power conversion technology and
automation, advanced surface analysis instruments and services,
and monitoring instrumentation and control systems for heavy
machinery and vehicles. The Company filed for chapter 11
protection on March 1, 2004 (Bankr. Mass. Case No. 04-11586).
The Company was represented by Fried, Frank, Harris, Shriver, &
Jacobson LLP, Goulston & Storrs, P.C., and Evercore Restructuring
L.P. When the Company filed for protection from its creditors, it
listed estimated debts and assets of more than $100 million.

The Company's Third Amended Joint Chapter 11 Plan of
Reorganization was confirmed by the U.S. Bankruptcy Court for the
District of Massachusetts on July 21, 2004, allowing the Company
to emerge only 163 days after it commenced its chapter 11 case.


HOLLINGER INT'L: Filing Delay Leads to Cease Trade Order
--------------------------------------------------------
Hollinger International Inc. disclosed that certain management and
other insiders of the Company are currently subject to a cease
trade order in respect of securities of the Company issued by the
OSC on June 1, 2004.  The cease trade order results from the delay
in filing the Company's annual financial statements for the year
ended Dec. 31, 2003, its interim financial statements for the
three months ended Mar. 31, 2004, and its Annual Information Form
-- AIF -- by the required filing dates.  Also, the Company has not
yet filed its interim financial statements for the six months
ended Jun. 30, 2004 or for the nine months ended Sept. 30, 2004.  
The cease trade order will remain in place until two business days
following receipt by the OSC of all filings that the Company is
required to make pursuant to Ontario securities laws.  The Company
will continue to provide bi-weekly updates, as contemplated by the
OSC Policy, until the financial statements and AIF have been
filed.

The Company has now finalized its 2003 Annual Report on Form 10-K
which it filed with the SEC on Jan. 18, 2005.  The Company is
currently in the process of filing its annual financial statements  
and its renewal AIF for the year ended Dec. 31, 2003 in Canada.
The Form 10-K includes the Company's financial results for the
year ended Dec. 31, 2003, as well as restated results for the
years ended Dec. 31, 2002, 2001, 2000 and 1999.  As noted in the
Form 10-K, the restatements reflect the findings of the Special
Committee of the Company's board of directors as well as the
correction of accounting errors in prior periods and
reclassifications arising from the adoption of a new FASB
standard.

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

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

In accordance with the OSC Policy, the Company confirms that,
except as described herein:

   -- there is no material change to the information set out in
      its initial default announcement and subsequent status
      updates filed pursuant to the OSC Policy;

   -- there has been no failure by the Company to adhere to the
      "Alternative Information Guidelines" set out in the OSC
      Policy with respect to the financial statement filing
      default; and

   -- there is no other material information concerning the
      affairs of the Company that has not been generally
      disclosed.

                        About the Company

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

                          *     *     *

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

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

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

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


HORSEHEAD INDUSTRIES: Turns to FTI Consulting for Financial Advice
------------------------------------------------------------------
Horsehead Industries, Inc., and its Official Committee of
Unsecured Creditors sought and obtained permission from the U.S.
Bankruptcy Court for the Southern District of New York to employ
and retain FTI Consulting as their financial advisors.

The Debtors believe that the services of FTI are necessary to
enable them to maximize the value of their estates, and that FTI
is well qualified and able to represent the Debtors in an
effective and efficient manner.

In particular, FTI Consulting is expected to:

   -- assist in the evaluation and analysis of the Debtors'
      preference avoidance actions;

   -- provide litigation advisory services with respect to
      avoidance actions, along with expert witness testimony on
      case related issues as required by the Debtors;

   -- prepare Monthly Operating Reports; and

   -- assist in claims objections and administration.

Scott H. King, Senior Managing Director of FTI, discloses that the
Firm is owed $88,017 on account of post-petition fees and expenses
arising out of its representation of the Committee.

Mr. King conveys FTI professionals' hourly billing rates:

      Senior Managing Directors          $560-595
      Directors/Managing Directors       $415-560
      Associates/Senior Associates       $205-385
      Administration/Paraprofessionals   $ 95-168

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

                        About the Company

Horsehead Industries, Inc., d/b/a Zinc Corporation of America,
the largest zinc producer in the United States, filed for
chapter 11 protection on August 19, 2002 at Southern District of
New York.  Laurence May, Esq., at Angel & Frankel, PC represents
the Debtors in their restructuring efforts.  When the Company
filed for protection from its creditors, it listed $215,579,000
in assets and $231,152,000 in debts.


HUFFY CORP: Wants Until June 17 to File a Chapter 11 Plan
---------------------------------------------------------
Huffy Corp. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of Ohio for an extension until
June 17, 2005, of its exclusive right to file a chapter 11 Plan of
Reorganization.  The Debtors also ask the court to extend their
exclusive solicitation period through August 16, 2005.  

The Debtors explain that they need the extension to avoid a
premature formulation of a chapter 11 Plan.  The Plan, they
believe, should take into account the interests of the Debtors,
their employees, creditors and estates.  

Huffy reminds the Court that it has 20 debtor-affiliates which
need to collaborate together to come up with a viable plan.  The
extension will afford the Debtors a meaningful and reasonable
opportunity to negotiate with creditors and propose a consensual
and feasible plan.

The Debtors assure the Court that they are not seeking this
extension to delay the bankruptcy proceedings or to pressure
creditors to accede to a plan that is unsatisfactory to them.

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


ICEWEB INCORPORATED: Auditors Raise Going Concern Doubt
-------------------------------------------------------
Since the founding of IceWEB, Inc., the Company's business plan
has evolved.  Part of this evolution has not only affected the
technical direction of the Company's product line, but has
additionally altered the Company's approach to growth.  As with
most small startups, the Company was adversely affected by the
tragic events of September 11, 2001.  Economic conditions
post-9/11 dictated a conservative approach to organic growth
through research and development of products and shifted the
Company's expansion focus towards government contracts and growth
by acquisitions.

As a result, the Company has completed four corporate acquisition
transactions in the approximate 24-month period ending
September 30, 2004.  The Company believes that these completed
acquisitions, as well as the internal growth experienced by the
Company over the last 24 months have, and will, uniquely position
the Company to deliver an integrated solution of customized
software, services and hardware.  Today, the Company offers
skilled technical consulting services, a full catalog of third
party hardware and software and a branded suite of online
training, content management (CMS), collaboration, portal and
integration software products.

The Company's internal growth strategy will require additional
working capital in the very near future.  The amount and timing of
this additional working capital is dependent upon a number of
factors, including how rapidly the Company expands its operations,
the Company's ability to grow its revenues, the success or failure
of the proposed PlanGraphics acquisition and the integration of
same, and the Company's ability to effectively manage its
business.

To fund its existing operations and future product development and
growth strategy, the Company may seek to raise additional capital
through the issuance of debt, the sale of equity, or a combination
of debt and equity.  If the Company raises additional capital
through the issuance of debt, this will result in increased
interest expense and greater Balance Sheet leverage.  If the
Company raises additional funds through the issuance of equity or
convertible debt securities, the percentage ownership by existing
stockholders will be reduced, and those stockholders may
experience significant dilution.  In addition, new securities may
contain certain rights, preferences or privileges that are senior
to the Company's common stock and senior to warrants to purchase
common stock.  There can be no assurance that acceptable financing
can be obtained on suitable terms, if at all.  The Company's
business could suffer if it is unable to raise the additional
funds timely on acceptable terms.

                Loan Covenant Technical Default

As of November 17, 2004, the Company was in technical default of
the loan covenants under the terms of the loan agreements between
the Company and Comerica Bank, which provides the Company with a
$500,000 secured credit line.  The technical defaults are a
failure, as of August 31, 2004, and thereafter, to maintain a
so-called "quick ratio" of 1.0 to 1.0 and a tangible net worth of
$190,000.  Comerica and the Company entered into a forbearance
agreement under which Comerica will forbear in taking action
against the Company for these technical defaults until at least
February 28, 2005, by which time the Company believes it will once
again be in compliance with the existing loan covenants.  However,
should the Company be unable to cure these defaults, Comerica Bank
could, following the conclusion of the forbearance period,
foreclose on all or a portion of the collateral in which Comerica
holds a senior security interest (which includes capital stock in
operating subsidiaries of the Company, cash and accounts
receivable) and thereby severely prejudice the Company.  To cure
this default, the Company commenced a private placement of shares
of its common stock during the month of December 2004 and in
connection therewith is seeking to raise up to an additional
$1,250,000.  As of January 12, 2005 the Company has received
proceeds of $500,000, which amount is sufficient to cure the
Company's technical default with Comerica bank.  The Company
anticipates that this private placement will be completed prior to
February 28, 2005, although no assurance can be given that the
Company will be successful in this regard.

                      Going Concern Doubt

At September 30, 2004, the Company had a cash balance of $178,781
and a working capital deficit of $1,049,557.  The report of its
independent auditors on the Company's financial statements for the
year ended September 30, 2004, contains an explanatory paragraph
doubting IceWEB's ability to continue as a going concern.

IceWEB's operations continue to use more cash than they currently
generate.  The Company has expended funds not only for its
continuing operations but to fund research and development costs
associated with its software.  It currently does not have any
commitments for capital expenditures.  However, because of the
continued need for substantial amounts of working capital to fund
the growth of the business and to pay operating expenses,
management expects to continue to experience negative operating
and investing cash flows for the foreseeable future.

While management presently expects an increase in software and
network engineering services as well as third party hardware sales
into fiscal 2005, which would have a positive effect on the
operating cash flow, as a result of the current uncertainty of the
these revenues it is likely that IceWEB's existing working capital
will not be sufficient to fund the continued implementation of the
Company's plan of operation during the next 12 months, and to meet
its capital commitments and general operating expenses.  
Management is not able to predict at this time the exact amount of
additional working capital required, however, in order to provide
any additional working capital, which the Company may require it
will in all likelihood be required to raise additional capital
through the sale of equity or debt securities.  The Company
currently has no commitments to provide it with any additional
working capital and there are no assurances additional working
capital will be available to it when needed, if at all.  If IceWEB
does not have sufficient working capital to fund its ongoing
operations, its ability to implement its business model and
continue to grow the company will be adversely affected.

On January 11, 2005, in the Auditor's Report to IceWEB's Board of
Directors, Sherb & Co., LLP, independent auditors for the Company,
stated, in the last paragraph of the Report:  "The accompanying
consolidated financial statements have been prepared assuming that
the Company will continue as a going concern....[T]he Company had
net losses and cash used in operations of $1,087,008 and $794,861
respectively, for the year ended September 30, 2004.  These
matters raise substantial doubt about the Company's ability to
continue as a going concern."  

IceWEB, Inc., a Delaware corporation, is a diversified technology
company headquartered in Herndon, Virginia, which was founded in
April 2000, became public in April 2002 through a reverse merger,
and began trading publicly on the OTCBB under the Trading Symbol
"ICEW".


IESI CORP: Merges with BFI Canada to Form Waste Management Company
------------------------------------------------------------------
BFI Canada Income Fund (TSX:BFC.UN) and IESI Corporation have
successfully concluded a transaction to combine BFI Canada and
IESI into one of North America's largest non-hazardous solid waste
management companies, serving 56 markets.  The $1.1 billion
transaction was announced on November 29, 2004, and was subject to
regulatory and unitholder approvals, which have now been received.

The transaction was structured to be immediately 12% accretive to
the Fund's cash distributions per unit.  As a result, the Fund
anticipates that it will increase its annual cash distribution to
$1.5708 per unit from $1.4025 following closing.

In announcing the successful completion of the transaction
following a special meeting of unitholders in Toronto, Keith
Carrigan, BFI Canada's President and Chief Executive Officer,
said: "This is a great day for BFI Canada and IESI.  We can now
move forward with our growth and improvement programs as one
business, operating under two leading brand names.  We intend to
aggressively and continuously build value in our operating
platforms in six provinces and nine states.  And we will do this
by sharing the best business practices of both brands and by
continuing to employ local, market-focused strategies that are
responsible for the success of both businesses over many years."

As one company, BFI Canada and IESI serve more than 850,000
residential and 100,000 commercial and industrial customers in 56
markets and feature efficient, low-cost operations, high
internalization rates, regionally focused operations, and strong
and growing cash flow characteristics.

"We are delighted with our market positioning and the fact that
the people responsible for creating IESI's market leadership are
joining us in leading our combined business toward a bright
future," added Mr. Carrigan.  "In particular, I welcome Mickey
Flood who has been named Executive Vice-President of BFI Canada
and will remain President and Chief Executive Officer of IESI."

To fund the transaction, as well as its recent purchase of the
Ridge landfill in southern Ontario and reinforce its balance
sheet, BFI Canada Income Fund successfully completed an offering
of 14,166,667 Subscription Receipts plus an additional 1,416,667
Subscription Receipts issued pursuant to the over-allotment
exercised by the underwriters of the offering on January 5, 2005.  
The offering raised gross proceeds of $374 million, substantially
increased BFI Canada's market capitalization to more than $1.0
billion and enhanced the Fund's liquidity.

              Trustees Elected at Special Meeting

In addition, concurrently with the closing of the transaction, the
amended and restated declaration of trust of the Fund that was
approved at the January 20, 2005, special meeting of the Fund's
unitholders became effective.  Pursuant to this declaration of
trust, Keith Carrigan, Mickey Flood, Iain Ronald, Dan Dickinson,
James Forese, Dan Milliard and Joe Wright have been appointed
trustees of the Fund.  These trustees have considerable business
experience in both Canada and the United States.  The Fund extends
its appreciation to its former trustees, Doug Knight and Jim
Temple, for their past contributions and their continued support.

Following the completion of the transaction, the Fund indirectly
owns all of the outstanding common shares of BFI Canada and IESI,
which will be holding companies for the combined business'
Canadian and U.S. operations, respectively.  The former equity
investors in IESI are retaining an approximately 35.6% indirect
interest in the Fund.

                        About BFI Canada

BFI Canada Income Fund -- http://www.bficanada.com/-- through its  
subsidiaries, is one of North America's largest full-service waste
management companies, providing non-hazardous solid waste
collection and landfill disposal services for municipal,
commercial, industrial and residential customers in six provinces
and nine U.S. states.  Its two brands, IESI and BFI Canada, are
leaders in their respective markets and serve almost 1 million
customers with vertically integrated collection and disposal
assets.  The Fund's units are listed on the Toronto Stock Exchange
under the symbol BFC.UN.

IESI is one of the leading regional, non-hazardous solid waste
management companies in the United States and has grown rapidly
through a combination of strategic acquisitions and internal
growth.  IESI provides collection, transfer, disposal and
recycling services to 272 communities, including more than 560,000
residential customers and 56,000 commercial and industrial
customers, in nine states.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 20, 2004,
Standard & Poor's Ratings Services raised its ratings on waste
management company IESI Corp. to 'BB' from 'B+' following a review
of the proposed purchase of IESI by BFI Canada Income Fund (the
fund).  Standard & Poor's also assigned its 'BB' senior secured
debt rating to the company's proposed US$375 million senior
secured credit facilities, and a recovery rating of '2' to the
facilities, indicating a substantial recovery of principal (80%-
100%) in a post-default scenario.  At the same time, the ratings
were removed from CreditWatch where they were placed
Nov. 30, 2004.  The outlook is currently stable.


INGLES MARKETS: Moody's Reviewing Ratings for Possible Downgrade
----------------------------------------------------------------
Moody's Investors Service placed all ratings of Ingles Markets,
Inc., under review for possible downgrade, including the 8.875%
senior subordinated note 2011 issue.  While Moody's recognizes the
strong sales growth, important factors prompting the rating review
include the persistently substantial free cash flow deficits, the
weak debt protection measures for the current rating levels, and
the intensely competitive grocery-retailing environment.

Ingles Markets has delayed filing its annual report for the fiscal
year ending September 2004 because of an informal SEC
investigation regarding proper accounting for vendor incentives.

Ratings placed under review for downgrade are:

   -- Ba3 rating on the $348 million 8.875% Senior Subordinated
      Note (2011) issue,

   -- Ba2 senior implied rating, and the

   -- Ba3 long-term unsecured issuer rating.

Moody's does not rate any of the Company's secured or unsecured
bank debt.

The review for possible downgrade will consider:

   1. Ingles Markets' likely operating performance over the next
      several years in light of the competitive environment,

   2. policies with respect to allocation of discretionary cash
      flow between capital investment, dividends, and debt
      reduction, and

   3. asset fair market value in relation to debt obligations.

At this time, Moody's does not expect that resolution of the
pending accounting concerns will have a materially adverse impact
on the company's past results or future prospects.  Ratings could
be confirmed at current levels if meaningful balance sheet
improvement over the medium-term appears probable and Moody's
becomes confident that Ingles Markets' sales growth and
profitability will remain healthy.

Ingles Markets, Inc., headquartered in Asheville, North Carolina,
operates 196 supermarkets principally in North Carolina, South
Carolina, Georgia, and Tennessee.  Revenue for the fiscal year
ending September 2004 was about $2.0 billion.


INTELSAT BERMUDA: S&P Puts B+ Rating on $2.55 Billion Senior Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
Intelsat Bermuda Ltd.'s $2.55 billion senior unsecured notes due
2012-2015, issued under Rule 144A with registration rights.

Simultaneously, Standard & Poor's assigned its 'BB+' bank loan
rating to Intelsat Bermuda Ltd.'s $650 million secured credit
facility.  A recovery rating of '1' also was assigned to the loan,
indicating the expectation for full recovery of principal in the
event of a default or bankruptcy.  Intelsat Bermuda is a wholly
owned subsidiary of Intelsat Ltd.

In addition, Standard & Poor's lowered its long-term ratings on
Intelsat Ltd. and removed them from CreditWatch, where they were
initially placed with negative implications on April 28, 2004,
when the company indicated that it might be acquired.  The
corporate credit rating was lowered to 'BB-' from 'BBB+'.  

The rating on the company's existing $1.7 billion senior unsecured
debt was lowered to 'B' from 'BBB+', reflecting structural
subordination to the unsecured notes and secured bank debt issued
at Intelsat Bermuda Ltd.  The company has discontinued its
commercial paper program; therefore, the rating on this program
was withdrawn and removed from CreditWatch.

"The downgrade is due to the significant increase in debt that
will result from Zeus Holdings Ltd.'s acquisition of Intelsat,"
said Standard & Poor's credit analyst Rosemarie Kalinowski.
Approximately 90% of the purchase price will be financed with
debt.  Pro forma for the transaction, as of Sept. 30, 2004,
Intelsat Ltd.'s total debt to EBITDA increases to 5.9x from about
3.0x.  Standard & Poor's expects debt leverage to decline modestly
over the near term due to a reduction in capital expenditures as
the company completes its satellite construction cycle, based on
the expectation that excess cash flow will be applied to debt
reduction.

Under new ownership, the ratings on Intelsat reflect financial
risk from acquisition-related debt and a degree of uncertainty
about the company's financial policy under 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.

Intelsat is a global satellite communications service provider,
supplying voice, data, video, and Internet backbone connectivity
to more than 200 countries and territories.  The company's global
network consists of 27 owned satellites and leased capacity on two
additional satellites.  As of Sept. 30, 2004, pro forma total debt
outstanding was about $4.65 billion.


JB POINDEXTER: Moody's Revises Ratings Outlook to Negative
----------------------------------------------------------
Moody's Investors Service took these rating actions in connection
with J.B. Poindexter & Co., Inc.'s announcement that it will be
issuing $45 million of incremental guaranteed senior unsecured
notes, to be added to the company's existing $155 million
indenture for its guaranteed senior unsecured notes.  While all of
the Company's ratings were confirmed, the rating outlook was
revised downward from stable to negative.

   * confirmation of the B1 rating of J.B. Poindexter's
     $200 million, (increased from $155 million) of 8.75%
     guaranteed senior unsecured notes due March 2014, issued
     under Rule 144A with registration rights;

   * confirmation of J.B. Poindexter's B1 senior implied rating;

   * confirmation of J.B. Poindexter's B2 senior unsecured issuer
     rating;

   * confirmation of J.B. Poindexter's SGL-1 speculative grade
     liquidity rating.

J.B. Poindexter continues to additionally have in place a
$30 million guaranteed senior secured asset-based revolving credit
facility maturing in 2008 that is not rated by Moody's.  The
Company also benefits from a committed option from the lenders to
increase this revolving credit facility to $50 million at J.B.
Poindexter's option, subject to certain conditions.

The rating confirmations reflect that J.B. Poindexter's credit
protection measures continue to be consistent with comparable
companies within its rating category and that the company should
continue to benefit from the favorable impact of the economic
upturn on its medium-duty truck, step van, and pick-up truck end
markets.  J.B. Poindexter's liquidity would also be materially
enhanced again over the near-term by the additional funds raised
under the $45 million incremental notes offering.

Pro forma for J.B. Poindexter's proposed $45 million incremental
notes offering and the recent acquisitions of the stock of
Commercial Babcock, Inc. for approximately $8.2 million cash and
certain assets of the Pace Edwards Company for approximately
$10 million, LTM December 2004 total gross debt/EBITDAR leverage
approximated 4.6x.  This leverage measure is expected to decline
to below 4.0x once again as the company yields benefits over the
next year from the upturn in the business cycle.  Pro forma LTM
EBIT coverage of cash interest approximated 1.8x, and should
improve to about 2.5x during 2005.

The change in J.B. Poindexter's rating outlook downward to
negative, from stable, reflects Moody's concerns regarding several
factors.  Upon the closing of the incremental $45 million notes
issuance J.B. Poindexter will have almost doubled gross debt over
just a one-year period, with the Company more focused on growth
through acquisition during the current cyclical upturn rather than
on balance sheet strengthening.

Moody's notes that this is an aggressive posture given that
industry conditions could meaningfully weaken again as soon as
mid-2006, once new emissions regulations go into effect and
capital spending by the company's various end users have
normalized following several years of recession.  While J.B.
Poindexter stated that the proposed use for the incremental notes
offering is general corporate purposes, Moody's anticipates based
upon recent trends that the majority of these funds could be
utilized to finance additional acquisitions and also capital
expenditures that were postponed during the down cycle.

Moody's furthermore notes that J.B. Poindexter's current debt
structure significantly limits the ability to effect prepayments
due to the absence of call provisions within the notes indenture
until March 2009.  For these reasons, Moody's does not look to
J.B. Poindexter's net debt leverage as the true leverage measure
over the intermediate term.

J.B. Poindexter's revolving credit agreement permits acquisitions
to the extent excess availability would be at least $10 million
and fixed charge coverage would be at least 1.0x on a pro forma
basis including the acquisition.  The senior note indenture is
less restrictive than the credit agreement with respect to
acquisitions.

The negative rating outlook is also attributed to the fact that
while J.B. Poindexter realized volume growth exceeding 35% over
the past year, the Company did not realize corresponding increases
in cash flow.  This was attributable to lags in the implementation
of customer price increases following unexpectedly significant
increases in commodity prices for steel, resins and other raw
materials during the second and third quarters of 2004.

With respect to the approximately 20% of J.B. Poindexter's
revenues that are attributable to fleet sales by the Morgan
Trailer division, four-month or longer lag periods typically exist
for price changes to actually impact revenues.  This is due to the
fact that price adjustments by J.B. Poindexter's customers
affecting their end customers cannot be made after customer orders
are received.  It additionally takes several months for J.B.
Poindexter to receive the applicable chassis and build the truck
bodies.

J.B. Poindexter estimates that about $9 million of consolidated
margins were forfeited during 2004 for commodity price increases
alone.  While J.B. Poindexter has since taken actions to
preemptively raise prices to ensure that this problem will not be
repeated, there is no certainty that these higher prices can be
maintained on an extended basis due to demand issues and intense
competitive pressures.  Working capital requirements additionally
escalated over historical levels due to the need to satisfy much
higher order volumes on a just-in-time basis.

Moody's additionally notes that J.B. Poindexter's 2004 Morgan
Olson acquisition may under-perform earlier expectations, due to
uncertainty whether any portion the 10-years US Postal Service
contract renewal under bid or certain other contracts will be
awarded.  Morgan Olson will also have to work hard to replace
business lost to key competitor Utilimaster while it was in
bankruptcy as a subsidiary of previous owner Grumman Olson.

Moody's continues to remain concerned regarding the overall bench
strength of senior management, which has exhibited unusually high
turnover.  J.B. Poindexter recently announced that it has hired a
permanent replacement for the president of the Morgan Trailer
division.  The previous president resigned last March and John
Poindexter has filled the role during the interim period.

The SGL-1 speculative grade liquidity rating is supported by J.B.
Poindexter's approximately $19 million cash balance at December
31, 2004, prior to giving credit for the proposed $45 million
incremental notes offering.  The Company also has a committed
$30 million revolving credit facility, unused except for about
$0.5 million of open letters of credit, which is fully supported
by a borrowing base currently exceeding $50 million.  J.B.
Poindexter furthermore has the option to increase the revolving
credit commitment up to $50 million, subject only to payment of a
$100,000 fee and the absence of an event of default.

A fixed charge coverage ratio is the only financial covenant
applicable to the bank facility, and is only applicable when
excess revolver availability falls below than $10 million.  "Cash
plus effective revolver availability" approximated $44 million as
at June 30, 2004 -- or $64 million hypothetically assuming that
the company had exercised its option to increase the revolver
commitment.

Future events that could drive rating downgrades for J.B.
Poindexter include incremental debt-financed acquisitions,
particularly if they are not immediately accretive or are not
consistent with the company's core business lines, additional
notes issuances for unspecified general corporate purposes, a
continued inability to generate positive free cash flow and to
cover commodity cost increases, failure to reduce gross debt
levels, a meaningful decline in liquidity, a premature decline in
end user demand, or loss of material business to competitors.

Future events that could drive an improved rating outlook or
rating upgrades include generation of meaningful positive free
cash flow and debt reduction from operations, generation of
significant new business awards on a profitable basis, sale of
non-core businesses with the proceeds applied against debt, or the
issuance of additional cash equity.

J.B. Poindexter, headquartered in Houston, Texas, operates a
diverse set of manufacturing businesses.  The Company's Morgan
Trailer Manufacturing, Co. subsidiary, which accounts for about
half of the company's consolidated revenues, is a leading
manufacturer of commercial truck bodies for medium-duty trucks.
The Company's second largest subsidiary, Truck Accessories Group,
Inc., is a leading manufacturer of pickup truck caps and tonneau
covers.  Morgan Olson is a manufacturer of truck bodies for
walk-in step vans.  The Company's Specialty Manufacturing Group,
which operates through two subsidiaries, accounts for less than
15% of overall revenues.  This segment includes Magnetic
Instruments Corp., which provides contract-manufacturing services
for customers requiring precision metal parts and machining and
casting services, and EFP Corporation, which markets expandable
foam plastics used for packaging, shock absorption, and material
handling products.  J.B. Poindexter's pro forma annualized
revenues have substantially increased to approximately
$600 million due to improved economic conditions and the pro forma
impact of acquisitions.


JB POINDEXTER: S&P Affirms 'B' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit and its other ratings on Houston, Texas-based J.B.
Poindexter & Company Inc., and revised its outlook to positive
from stable.

"The revision reflected recent financial performance that, if
continued in conjunction with a prudent acquisition strategy
funded by a proposed financing, could lead to a modest upgrade,"
said Standard & Poor's credit analyst Robert Schulz.

Poindexter has announced that it is seeking to do a $45 million
add-on financing to its March 2004 senior note offering and
expects to use the proceeds mostly for acquisitions.  If the
financing is completed as proposed, the senior notes outstanding
will total $200 million.

"An area of our focus will be how the company invests its now
substantial cash balances, which will be around $60 million
following the add-on financing, and the quality and success of any
acquisitions will be an important determinant of any future rating
action," Mr. Schulz said.

In particular, Standard & Poor's will focus on whether
acquisitions have the potential to mitigate the cyclicality of
Morgan Trailer Manufacturing Co. (Morgan Trailer) truck body
business.  That business weakened considerably in the last
downturn but is now enjoying a strong cyclical recovery.

J.B. Poindexter is a diversified manufacturer of truck and step-
van bodies, truck accessories such as pick-up bed covers and caps
(TAG unit), packaging material and precision-engineered components
in North America, with net sales of about $586 million and EBITDA
of about $41 million for the 12 months ended Dec. 31, 2004.

Standard & Poor's considers the company's financial policies to be
aggressive.  The ratings take into account sole control by
shareholder and founder, John Poindexter.  He also serves as
president and chief executive officer of the company.  Execution
of the company's business strategy is largely dependent on
Mr. Poindexter, although a new president has been named at Morgan
Trailer.


KAISER ALUMINUM: Inks Pact to Settle JPMorgan Trust Claim Dispute
-----------------------------------------------------------------
JPMorgan Trust Company, National Association, serves as indenture
trustee under a trust indenture with the Parish of St. James,
State of Louisiana, as issuer, with respect to the $20,000,000
Parish of St. James Solid Waste Disposal Revenue Bonds Series
1992.

Law Debenture Trust Company of New York, as successor to State
Street Bank and Trust Company, serves as indenture trustee under
an Indenture between Kaiser Aluminum & Chemical Corporation and
the First National Bank of Boston, as indenture trustee, whereby
KACC issued $400,000,000 of 12-3/4% Senior Subordinated Notes due
2003.  Under the Subordinated Notes Indenture, if First National
Bank fails to file a proof of claim in the Debtors' Chapter 11
cases not later than 30 days before the Claims Bar Date, then
holders of "Senior Indebtedness" are authorized to file a proof of
claim in respect of the Subordinated Notes.

JPMorgan Trust contends that the Parish of St. James IRBs
constitute "Senior Indebtedness" under the terms of the
Subordinated Notes Indenture.

In 2003, Bank One Trust Company, N.A., the predecessor to
JPMorgan Trust, filed nine proofs of claim in its capacity as:

   (a) Indenture Trustee under the Parish of St. James Indenture
       for the principal and accrued interest due as of
       January 14, 2003, in respect of the Parish of St. James
       IRBs; and

   (b) Representative of Senior Indebtedness holders for the
       principal and accrued interest due as of January 14, 2003,
       in respect of the Subordinated Notes.

The Claims assert unsecured non-priority status.  The Claims are:

  Claim No.   Asserted Against
  ---------   ----------------
     7525     Alpart Jamaica, Inc.
     7526     KAE Trading, Inc.
     7527     Kaiser Aluminum & Chemical Canada Investment
     7528     Kaiser Center Properties
     7529     Kaiser Aluminum & Chemical of Canada Limited
     7530     Kaiser Bauxite Company
     7531     Kaiser Export Company
     7532     Kaiser Jamaica Corporation
     7533     Texada Mines Ltd.

The Debtors and JPMorgan Trust agree that the portions of the
Claims asserted in respect of principal and accrued interest due
as of January 14, 2003, on the Subordinated Notes are duplicative
and unnecessary because Law Debenture has timely filed appropriate
proofs of claim for amounts due in respect of the Subordinated
Notes.  In addition, although JPMorgan Trust may have and may
assert subordination rights on behalf of the Parish of St. James
IRB holders against the Subordinated Noteholders and against Law
Debenture, the Parish of St. James IRB holders and JPMorgan Trust
do not have any direct claim against any of the Debtors other than
KACC.

In a Court-approved stipulation, Debtors and JPMorgan Trust agree
that:

   (a) Claim Nos. 7525, 7526, 7527, 7528, 7529, 7530, 7531, 7532,
       and 7533 are disallowed and expunged; and

   (b) The Stipulation will not prejudice the rights of the
       Parish of St. James IRB holders or JPMorgan Trust,
       including without limitation, their rights to receive
       distribution under any of the Debtors' plan of
       reorganization or liquidation that would have otherwise
       been payable to the Subordinated Noteholders.

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


KAISER ALUMINUM: Extends George Haymaker's Term as Director
-----------------------------------------------------------
On January 13, 2005, Daniel D. Maddox, Kaiser Aluminum
Corporation's Vice-President and Controller, disclosed in a Form
8-K filing with the Securities and Exchange Commission that KAC,
Kaiser Aluminum and Chemical Corporation, and George T. Haymaker,
Jr., completed an extension of Mr. Haymaker's agreement concerning
his service as director and non-executive Chairman of the Boards
of KAC and KACC.

Mr. Haymaker will continue to receive $50,000 for services as a
director and $73,000 for services as non-executive Chairman of the
Boards of the KAC and KACC, inclusive of any Board and committee
fees otherwise payable.

The agreed extension runs from January 1, 2005, through the
earlier of December 31, 2005, or the effective date of KAC's and
KACC's emergence from Chapter 11.

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


LAND O'LAKES: Schedules Year-End Earnings Call for Feb. 3
---------------------------------------------------------
Land O'Lakes, Inc., scheduled its year-end earnings call for
investors.  The call will begin at 1:00 p.m., Eastern Time on
Thursday, Feb. 3, 2005.  The call will be preceded by an earnings
release that morning.  Presentation materials related to the call
will be made available on Thursday morning at Land O'Lakes web
site -- http://www.landolakesinc.com/-- under the heading  
"Investor Relations," then "Investor Call."  The conference call
will be led by Land O'Lakes Senior Vice President and Chief
Financial Officer Dan Knutson.

The dial-in numbers are:

          USA - 1-800-540-0559
          International - 1-785-832-1508
          Passcode:  "Land O'Lakes"

A replay of the conference call will be available through Feb. 17,
2005, at:
          USA - 1-800-934-3941
          International - 1-402-220-1157

                        About the Company

Land O'Lakes, Inc. -- http://www.landolakesinc.com/-- is a  
national farmer-owned food and agricultural cooperative with
annual sales of more than $6 billion.  Land O'Lakes does business
in all fifty states and more than fifty 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 ranchers 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.


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

On regulatory approval, LBP will acquire PEGP from The Anschutz
Corporation for $340 million plus deal costs, funded with TLB
proceeds and $182 million of cash common equity.  Through PEGP,
LBP will indirectly own the 2% PPX general partner equity interest
and manage and control PPX while LBP will directly own
10.465 million of PPX's subordinated limited partner units (a
combined 36.6% PPX equity interest).  Lehman Brothers Merchant
Banking Associates III L.L.C. will provide all equity funding.  

While retaining the majority interest, it may later sell a portion
of the equity to other investors, including possibly NuCoastal
L.L.C., which is owned by Oscar Wyatt.  At least initially, PEGP
(which manages PPX) will continue to be run by existing
management, and two NuCoastal executives will resign from
NuCoastal to join PEGP.

At PPX's expected 2005 PPX distribution rate, LBP is acquiring a
roughly $22 million revenue stream (mostly on subordinated units)
it hopes to grow in concert with PPX's limited partner
distribution growth and PEGP's rising general partner cut (now a
low 2% split) of that growth.  Borrowing at Libor plus 300 bp, LBP
will swap 50% of TLB proceeds to a fixed rate.  LBP's Cash
Flow/Interest would be in the range of 2x.

Other core statistics include:

     (i) approximately $340 million of total PPX debt,
         $170 million of LBP debt, and $510 million of combined
         debt;

    (ii) $415 million of PPX equity, $182 million of LBP equity,
         and $597 million of combined equity;

   (iii) roughly $90 million of expected PPX 2005 EBITDA;

    (iv) $10 million of PPX maintenance and transitional capital
         spending; and

     (v) roughly $31 million of LBP/PPX interest expense. PPX is
         reasonably positioned to benefit from rising U.S. imports
         of Canadian syncrude and of foreign crude oil imported
         through Los Angeles harbor, with the latter enhanced if
         it sanctions its Pier 400 project.

PPX is a master limited partnership engaged in midstream
gathering, blending, pipeline transportation, marketing,
terminaling, and storage of crude oil delivered from central and
southern California, the Rocky Mountains, Canada, and imported
through the Los Angeles and Long Beach Harbors, and destined for
refineries in Southern California, Salt Lake City, and the greater
Rocky Mountain region.

TLB will be first secured by the subordinated equity units but
will not by the PPX general partner interest that would have given
it a direct claim on the general partner interest and operating
control of PPX in the event of LBP bankruptcy.  However, TLB will
be first secured by LBP's equity in PEGP which owns the general
partner interest.

LBP-specific ratings restraints include:

   (1) LBP's near total dependence on cash flow from a
       subordinated equity security;

   (2) resulting structural subordination of LBP cash flow within
       LBP/PPX, exacerbated by the subordinated units' junior
       position relative to common units;

   (3) the lack of security in the 2% general partner interest;
       and the fact that private market valuations of subordinated
       units relative to common units is evolving.

Subordinated units had tended to sell close to common unit values
but have moved to greater discounting of subordinated units to
reflect their weaker position.

PPX's ratings are restrained by:

    (1) the constant distribution of cash flow after interest
        expense and maintenance capital spending;

    (2) intense competition for imported Canadian and California
        domestic and imported crude oil volume;

    (3) changing refining sector appetites for California heavy
        and medium sour crude oil due to ever-tougher low sulfur
        gasoline and diesel specifications;

    (4) declining California crude oil pipeline throughput volume
        due to falling indigenous crude oil production;

    (5) expected more aggressive PPX growth strategies;

    (6) acquisition risk in an increasingly expensive competitive
        midstream acquisition market;

    (7) full PPX leverage relative to its ratings and scale;

    (8) the uncertain impact of the change in PEGP ownership;

    (9) how the ownership mix evolves as Lehman sells down its
        holding; and

   (10) how the LBP/PEGP/PPX management mix evolves.

LBP rating support includes:

    (1) a reasonably effective cash sweep and covenant package;

    (2) a significant $182 million equity cushion;

    (3) strategic and operating control of PPX;

    (4) the resulting ability to direct PPX cash distribution
        policy;

    (5) comparatively durable PPX cash flow in support of
        distributions to the subordinated and general partner
        units; and

    (6) TLB's first secured collateral position in the
        subordinated units.

PPX's and LBP's ratings are also supported by:

    (1) PPX's regionally diversified operations and strategic
        exposure to secularly rising imported crude oil volumes at
        Pacific Terminals and the Rocky Mountain and Canadian
        pipelines;

    (2) expected rising 2004 and 2005 throughput for Pacific
        Terminals and the Rocky Mountain and Canadian pipelines;

    (3) PPX's ability to-date to mitigate the cash flow impact of
        falling California pipeline volume with increased pipeline
        tariffs; and

    (4) PPX's regional diversification of the risk of reduced
        pipeline volumes due to individual refinery downtimes.

TLB is effectively a bullet loan, with 1% mandatory annual
amortization and 94% due at maturity.  Partial prepayment may come
with a cash flow sweep and possible sale of roughly 25% of the
subordinated units, which are scheduled to convert to common units
in June 2005.  Significant PPX distribution growth is needed to
repay TLB before maturity, even assuming pre-payment with the
subordinated unit sale proceeds.

Principal financial covenants at LBP include:

    (1) maximum quarterly consolidated debt to consolidated cash
        flow starting at 8.75x and quarterly consolidated cash
        flow to consolidated cash interest expense starting at
        1.75x.

    (2) PPX operating company leverage would trigger an event of
        default at the LBP level according to the following
        formula:

        (a) PPX debt to EBITDA may not exceed 4.75:1.0; provided,
            however, that if, and for so long as that ratio for
            LPB itself is 6:00:1.0 or less,

        (b) the maximum leverage test for PPX would increase to
            5.25:1 consistent with its current credit facilities.

Pro-forma 2005 LBP Debt/Cash Flow, at PPX's current cash
distribution per unit and after interest and LBP expenses, is
roughly 15.5x.  This risk is reduced if LBP executes its plan to
sell up to 25% of its subordinated units to pre-pay debt.  Its
share of distributions would also then fall by just under 25%,
after which, LBP Debt/Cash Flow (after LBP interest and expenses)
would be in the range of 9x to 10x. Regarding the cash flow and
valuation risk of the subordinated units, this may mitigate over
time as scheduled conversion of the subordinated units to common
units progresses.

The leveraged acquisition of PEGP adds to PPX's effective
leverage.  Leveraged LBP and its owners have great incentive to
guide PPX distribution, growth, and funding strategies in a manner
ensuring LBP debt coverage, rising PPX distributions, and a rising
PPX split on those distributions to support return goals.  PEGP
has less latitude than prior un-leveraged PEGP (held by deeply
capitalized Anschutz) to cut distributions at PPX in the face of
weaker cash flow or capital needs.

LBP seeks to accelerate PPX growth (in an increasingly expensive
midstream acquisition market) to more quickly boost its split
(from a current 2% to a maximum of 50%) of PPX distribution
increases.  Combined LBP/PPX leverage on PPX EBITDA will be high.
Combined EBITDA leverage will start at roughly 5.8x, or 8.2x after
deducting PPX maintenance capital spending and interest from PPX
EBITDA, and in the range of 10x after deducting PPX interest,
maintenance capital spending, and LBP interest expense.  At the
expected initial PPX cash distribution of $0.50/unit per quarter
to common and subordinated units, and the expected payout on the
GP interest, LBP would generate in the range of $21.5 million in
EBITDA.  After expected interest expense in the range of
$11 million to $12 million, initial interest coverage approximates
1.8x to 2x.

TLB is in a very junior position relative to PPX debt and cash
flow.  LBP's cash flow is generated by PPX cash distributions to
subordinated and general partner units. It is structurally
subordinated to all PPX obligations, further effectively
subordinated to PPX secured bank debt, and virtually all TLB cash
flow is subordinated in rank to the common unit holders' claim to
PPX distributions.  If facing reduced or stressed cash flow, PPX
can cut distributions to subordinated units yet maintain full
minimum quarterly distribution to common units to support their
market value.

Offshore California oil production declines some 7% to 8% per year
while onshore production from the San Joaquin Valley declines
roughly 3% per year, restraining PPX cash flow. To organically
sustain or grow cash flow, PPX must offset the impact of the
resulting throughput declines in its California gathering and
pipeline systems.

However, three offsets to that decline include: pricing power to
raise tariffs on remaining throughput; rising throughput and
utilization of the Pacific Terminal segment (utilization up to 86%
in 2004 from 78% in 2003); and PPX's rising Rocky Mountain system
throughput.  California declines could also slow if the firms
operating the offshore California Rocky Point play can add
significantly to an initial Rocky Point drilling success.  Still,
that well is now producing at roughly one-half its 2004 initial
production rate, indicating steep production declines on any
future successes.

While Moody's anticipates progressively rising Rocky Mountain
throughput over the intermediate term, ultimate growth in
southbound Canadian synthetic crude oil flows relies on very
substantial capital investment before most U.S. refiners can run
substantially higher proportions of synthetic crude oil.

PPX's strategy includes the acquisition of regional crude oil
gathering and pipeline systems that, ideally, had been run as cost
centers within larger marketing, supply, and trading divisions of
major oil companies.

PPX seeks to then boost throughput by more aggressively marketing
for regional volumes, promoting rationalization of regional flows
through its midstream infrastructure, and, internally expanding
capacity.

With a stable rating outlook, and subject to at least $182 million
of cash common equity funding, Moody's assigned these ratings for
LBP:

   -- B1 for a pending $170 million senior secured 7-year Term
      Loan B.

   -- B1 senior implied rating.

   -- B2 senior unsecured issuer rating (notional unsecured non-
      guaranteed issuer debt).

Pacific Energy Partners is headquartered in Long Beach,
California.  LB Pacific will be headquartered in New York, New
York.  PPX will continue to pursue growth in the Rocky Mountains
and California as well as in other regions and asset classes.


LIN TELEVISION: S&P Puts B Rating on $175 Million Proposed Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to LIN
Television Corporation's proposed $175 million add-on to its
existing 6.5% notes due 2013.  

Proceeds are expected to be used to refinance existing debt.  At
the same time, the 'BB-' corporate credit rating on parent company
LIN TV Corporation -- LIN -- was affirmed.  The outlook is stable.
LIN Television is a wholly owned subsidiary of LIN.  LIN had
approximately $643 million in total debt at Sept. 30, 2004.

"The effect of the transaction is to lower the company's overall
cost of capital by replacing higher coupon debt with 6.5% notes
without altering debt levels," said Standard & Poor's credit
analyst Alyse Michaelson Kelly.

The rating on LIN continues to reflect financial risk from debt-
financed TV station acquisitions, the potential for additional
purchases that could limit financial profile improvement, and
advertising cyclicality.  These factors are only partially offset
by the company's competitive positions in midsize TV markets,
broadcasting's good margin and free cash flow potential, and
resilient station asset values.

Maintenance of key credit ratios and an appropriate cushion of
financial covenant compliance are important to rating stability.
The rating incorporates some room for modest increases in leverage
resulting from advertising cycles or acquisitions.

Debt-financed acquisition activity, or a material reversal in
operating momentum that caused credit metrics to deteriorate,
could destabilize the rating.  An outlook revision to positive
would require comfort that LIN can increase cash flow in
nonelection years and maintain leverage at a level appropriate for
a higher rating while preserving debt capacity to accommodate
expansion and advertising cycles.


MARKET CENTRAL: Auditors Raise Going Concern Doubt
--------------------------------------------------
Market Central, Inc., failed to generate positive cash flow during
the three months ended November 30, 2004, as well as during the
year ended August 31, 2004, and its cash resources on hand are
insufficient for its long term needs.  As a result, certain debt,
vendor payables, capital leases and other obligations are in
arrears and default.  This situation has existed since 2001 and
the Company has taken several significant steps to alleviate the
problem.

During the three months ended November 30, 2004, the Board of
Directors approved the sale of up to $4,000,000 in additional
Series A preferred Stock.  During the year ended August 31, 2004,
$3,000,000 of these shares were sold.  This action by the Board
was taken in an effort to stabilize the capital needs of the
Company and to permit the Company to exploit its knowledge
management assets.  

During the three months ended November 30, 2004, gross proceeds
from the sales of Series A shares were approximately $702,000,
subsequent to November 30, 2004 gross proceeds have approximated
$750,000.  As part of the November 2004 agreement made with two
significant shareholders approximately $1,000,000 of their demand
notes (net of current accounts receivable) will be converted into
Series A preferred shares.

As of November 30, 2004, the Company had a working capital deficit
of $7,330,460.  The Company generated a deficit in cash flow from
operations of $798,234 for the three-month period ended
November 30, 2004.  The deficit in cash flow from operating
activities for the period is primarily attributable to the
Company's net loss from operations of $1,078,136, adjusted for
depreciation and amortization of $108,268, common stock issued to
consultants in exchange for compensation of $107,900, amortization
of capitalized financing fees of $63,930 previously paid by stock
options and warrants, an increase in accounts receivable of
approximately $80,000, and a decrease in accounts payable and
accrued liabilities of approximately $74,000.

Cash flows used in investing activities for the three-month period
ended November 30, 2004, consisted of the acquisition of $12,774
of computers and equipment used in operations.  The Company met
its cash requirements during the three months ended
November 30, 2004 primarily through approximately $640,000 of net
proceeds from the issuance of Series A Preferred Stock, offset by
reducing approximately $179,000 of borrowings pursuant to a
factoring agreement.

The Company expects that after completion of the sale of the
Series A Preferred Stock, an additional capital raise of up to
$10,000,000 will be necessary to provide the stability needed to
fully exploit the Company's opportunities in the knowledge
management markets.  Management has been aggressively preparing
for this subsequent offering and they are optimistic that the
subsequent offering will be possible and that it will be accretive
to existing shareholders.  There are no assurances the Company
will be successful in raising the funds required. The Company also
expects that sales of its SourceWare products will begin in the
second quarter of fiscal 2005, although this cannot be predicted
with certainty.

While the Company has raised capital to meet its working capital
requirements in the past, additional financing is required in
order to meet current and projected cash flow deficits from
operations.  The Company is seeking financing in the form of
equity through a private placement of its preferred stock.  There
are no assurances the Company will be successful in raising the
funds required and any equity raised would be substantially
dilutive to existing shareholders.

                       Going Concern Doubt

The independent Auditor's Report on the Company's August 31, 2004,
financial statements states that the Company's recurring losses
raise substantial doubts about the Company's ability to continue
as a going concern.

                        About the Company

Market Central, Inc., is a global technology management company
specializing in solutions that connect people and businesses with
information.  The Company holds multiple patents and
patent-pending technologies and has developed a suite of solutions
that include software for next-generation search, intelligent
document recognition, data capture, cleansing, mining, and
integration.  The Company's current operations consist of
providing outsourced contact center solutions through ecom and
marketing and sales efforts related to the Company's software
products and patented intellectual property.


MERRILL LYNCH: Moody's Ups Ratings on $3M Class J Certs. to Ba1
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of four classes and
affirmed the rating of one class of Merrill Lynch Mortgage Loans,
Inc., Commercial Mortgage Pass-Through Certificates, Series
2001-LBC as follows:

   -- Class X, Notional, affirmed at Aaa
   -- Class F, $2,683,211, Fixed, upgraded to Aaa from Baa1
   -- Class G, $501,000, Fixed, upgraded to Aa3 from Baa3
   -- Class H, $1,501,000, Fixed, upgraded to Baa2 from B1
   -- Class J, $3,003,000, Fixed, upgraded to Ba1 from B2

As of the January 17, 2005, distribution date, the transaction's
aggregate balance has decreased by approximately 93.9% to
$12.2 million from $200.2 million at securitization.  Subsequent
to the January distribution date, two loans, totaling
$3.6 million, paid off in full.  Therefore all deal and loan level
information presented excludes these loans.  The pool currently
consists of 11 mortgage loans totaling $8.6 million.  The loans
range in size from 2.9% to 19.4% of the pool, with the top three
loans representing 44.0% of the pool.

There are no loans in special servicing and the pool has not
experienced any losses since securitization.  Six loans,
representing 56.8% of the pool, are on the servicer's watchlist.   
Three of these loans, representing 26.5%, are on the watchlist due
to pending maturity.

The upgrade of Classes F, G, H and J is due to significantly
increased subordination levels and stable pool performance.

The pool collateral consists of:

               * industrial (43.9%),
               * lodging (30.7%),
               * office (15.3%),
               * mixed use (7.2%), and
               * multifamily (2.9%).

The properties securing the loans are located in:

               * Ontario (49.4%),
               * Quebec (37.5%), and
               * Alberta (13.1%).

All of the loans in the pool are full recourse obligations to the
borrowers and are fixed rate.  Approximately 82.1% of the pool is
scheduled to mature by the end of 2005.  Additionally one loan,
representing 8.8%, matures in 2006 and one loan, representing
9.1%, matures in 2007.


MIRANT CORP: Overview of Joint Chapter 11 Plan of Reorganization
----------------------------------------------------------------
The Joint Chapter 11 Plan of Reorganization of Mirant Corporation
and its debtor-affiliates implements and is built around 12 key
elements:

   (a) The Debtors' business will continue to be operated in
       substantially its current form, subject to certain
       internal structural changes that the Debtors believe will
       improve operational efficiency, facilitate and optimize
       the ability to meet financing requirements and accommodate
       the enterprise's debt structure as contemplated at
       emergence;

   (b) Mirant, Mirant Americas Energy Marketing, LP, Mirant
       Americas, Inc., and the other Debtor-subsidiaries of
       Mirant -- excluding Mirant Americas Generation, LLC, and
       its Debtor-subsidiaries -- will be substantively
       consolidated for all purposes under the Plan;

   (c) The business will be delevered through the equitization of
       approximately $6.0 billion of debt and other unsecured
       obligations that currently reside at the Consolidated
       Mirant Debtors;

   (d) Mirant Americas Generation, LLC, and its Debtor-
       subsidiaries will be substantively consolidated for all
       purposes under the Plan;

   (e) The unsecured debt and obligations of the Consolidated MAG
       Debtors will be paid in full through:

       -- the issuance to general unsecured creditors and holders
          of MAG's revolving credit facility and MAG's senior
          notes maturing in 2006 and 2008 of:

          * new debt securities of a newly formed intermediate
            holding company under MAG -- New MAG Holdco -- in an
            amount equal to 90% of the full amount owed to such
            creditors, and as determined by the Court;
            and

          * common stock in the new corporate parent of the
            Debtors -- New Mirant -- having a value equal to 10%
            of the amount owed; and

       -- the reinstatement of MAG's senior notes maturing in
          2011, 2021 and 2031;

   (f) To ensure the feasibility of MAG and to resolve any
       potential intercompany claims, Mirant will contribute
       substantial value to MAG in the form of assets --
       including the trading business and certain generating
       facilities -- and commitments to make prospective capital
       contributions;

   (g) MAG's prospective working capital requirements will be met
       with the proceeds of a new first lien facility of at least
       $750,000,000;

   (h) Substantially all of the Debtors' contingent liabilities
       associated with the California energy crisis and certain
       related matters will be resolved pursuant to a global
       settlement with:

       -- Pacific Gas and Electric Company,
       -- Southern California Edison Company,
       -- San Diego Gas and Electric Company,
       -- the California Public Utilities Commission,
       -- the California Department of Water Resources,
       -- the California Electricity Oversight Board, and
       -- the California Attorney General;

   (i) The disputes regarding the Debtors' ad valorem real
       property taxes for the Bowline and Lovett facilities will
       be settled and resolved on terms that permit the feasible
       operation of these assets, or the Debtors that own those
       assets will remain in chapter 11 until those matters are
       resolved by settlement or through litigation;

   (j) The obligations to Potomac Electric Power Company under
       the Back-to-Back Agreement will be resolved pursuant to
       the "ride-through" doctrine -- which will result in the
       obligations being excluded from the reorganized business
       -- unless they are resolved by rejection or prior to the
       commencement of the Confirmation Hearing, which will
       result in those obligations being treated as prepetition
       claims;

   (k) Substantially all of Mirant's assets will be transferred
       to a new company to be formed pursuant to the Plan -- New
       Mirant -- which will serve as the corporate parent of the
       Debtors' business enterprise on and after the Effective
       Date and which will have no successor liability for any
       unassumed obligation of Mirant; similarly, the trading
       business will be transferred to Mirant Energy Trading,
       LLC, which will have no successor liability for any
       unassumed obligation of Mirant Americas Energy Marketing
       Investments, Inc.; and

   (l) The outstanding common stock in Mirant will be cancelled
       and the holders thereof will receive any surplus value
       after creditors are paid in full, plus the right to
       receive a pro rata share of warrants issued by New Mirant
       if they vote to accept the Plan.

                      Ongoing Negotiations

According to M. Michele Burns, Executive Vice President, Chief
Financial Officer and Chief Restructuring Officer of Mirant
Corporation, the Plan is the product of extensive, but as yet
incomplete, negotiations between the Debtors and representatives
of certain of their constituencies, including the Official
Committee of Unsecured Creditors of Mirant Corporation -- Corp
Committee -- and the Official Committee of Unsecured Creditors of
Mirant Americas Generating LLC -- MAG Committee.  Although not yet
supported by either committee, the Plan reflects the basic
construct around which the parties have negotiated and otherwise
represents, in the Debtors' view, a reasonable and appropriate
compromise that permits the value of the Debtors' business to be
maximized and provides a fair allocation between the Debtors'
estates.

                  No Input from Equity Committee

Ms. Burns adds that the Plan does not reflect material input from
the Official Committee of Equity Security Holders of Mirant
Corporation.  This is primarily attributable to the Debtors'
beliefs that:

   (1) it is unlikely that the value of the Debtors' enterprise
       has sufficient value to provide a full recovery to all
       creditors, and

   (2) under those circumstances, it is impractical to engage in
       discussions with the Equity Committee absent an agreement
       in principal with the creditor committees regarding the
       terms of a plan.

The Equity Committee has indicated that it believes the holders of
Equity Interest in Mirant are entitled to a recovery because the
enterprise value of the Debtors' business exceeds the amount
necessary to provide a full recovery to creditors.  To resolve
this dispute, the enterprise value of the Debtors' business will
be determined by the Bankruptcy Court at a hearing to be commenced
on April 11, 2005.

                  Different Committee Positions

Over the course of the Chapter 11 Cases, each of the creditors'
committees have expressed to the Debtors and each other its
expectations regarding, among other things, treatment and
recoveries under any plan or plans of reorganization.  From the
outset, the MAG Committee has indicated its belief that general
unsecured creditors of MAG are entitled to a full recovery,
including accrued postpetition interest, because of:

   (1) MAG's relative structural seniority with respect to the
       MAG subsidiary generating assets, and

   (2) the perceived existence of material intercompany claims
       against Mirant and MAI.

The MAG Committee also indicated its view that, to the extent MAG
remained a part of the Mirant enterprise, MAG general unsecured
creditors should receive their distributions principally in
marketable debt securities and cash.

At the same time, the Corp Committee expressed its views that:

   (1) unsecured creditors of Mirant should receive as their
       recovery substantially all of the new equity in the
       reorganized enterprise,

   (2) MAG should be retained as a subsidiary within the
       enterprise, and

   (3) the unsecured creditors of MAG should be paid in full in
       debt and cash.

Throughout the Summer of 2004, the Debtors focused their efforts
on completion of a revised business plan.  As the business
planning process was nearing completion, the Debtors began to
engage each of the creditors' committees in an active dialogue
regarding plan formulation.  The substantial and material
disagreement between the committees quickly became apparent.  The
Debtors determined to engage in shuttle diplomacy between the
committees in an effort to formulate a consensual or nearly
consensual plan.  Accordingly, and at the express request of at
least one of the committees, Ms. Burns relates, the Debtors have
played the role of "honest broker" in an attempt to break the
apparent stalemate.

Throughout the Fall of 2004 and early Winter of 2005, the Debtors
have worked to develop a plan of reorganization that, on the one
hand, narrowed substantially the differences between the two
creditors' committee positions, and, on the other hand, in the
Debtors' opinion, was feasible, consistent with the Debtors'
fiduciary duties and otherwise met the requirements for
confirmation under the Bankruptcy Code.  "The Debtors believe the
Plan achieves these goals," Ms. Burns says.

                  Debt Reduced to $4.44 Billion

Upon consummation of a Plan, the Debtors' business enterprise will
have approximately $4.44 billion of debt -- as compared to
approximately $8.63 billion of debt at the commencement of the
Chapter 11 Cases -- comprised of:

   (1) $1.13 billion of debt obligations associated with the
       Debtors' non-debtor international subsidiaries,

   (2) $0.89 million of miscellaneous domestic indebtedness,
       including in particular the $143 million of senior secured
       financing at West Georgia Generating Company, LLC,

   (3) $1.7 billion of reinstated debt at MAG, and

   (4) $1.35 billion of new debt issued by New MAG Holdco in
       partial satisfaction of certain existing MAG debt.

"This amount does not include the obligations under leases held by
Mirant Mid-Atlantic, LLC, covering the Debtors' Morgantown and
Dickerson facilities, which are currently recorded as operating
lease obligations, but which may be recharacterized as debt
pursuant to litigation currently pending before the Bankruptcy
Court," Ms. Burns explains.

The Plan contemplates that the holders of Allowed Claims against
the Consolidated MAG Debtors will receive postpetition accrued
interest to the extent the Bankruptcy Court determines by final
order that those holders are entitled to receive postpetition
interest.  The Plan also allows for the payment of postpetition
accrued interest to creditors of the Consolidated Mirant Debtors
to the extent ordered by the Bankruptcy Court.  However, subject
to the Bankruptcy Court's determination of the Debtors' overall
enterprise value -- which is currently scheduled to occur in
mid-April -- the Debtors currently anticipate that there will not
be sufficient distributable value to satisfy in full allowed
claims against the Consolidated Mirant Debtors.  The Debtors
believe that the holders of Equity Interests in Mirant are not
entitled to any recovery.  Nevertheless, the Plan provides that
the holders of Equity Interests in Mirant will receive any
remaining distributable value after the Allowed Claims against the
Consolidated Mirant Debtors have been paid in full, in part,
through the issuance of junior interests in a trust created under
the Plan for the purpose of liquidating certain litigation rights
of the Debtors, including their claims against the Southern
Company and its Affiliates.  In addition, each holder of an
Allowed Equity Interest in Mirant who votes in favor of the Plan
will receive a ratable share of warrants to purchase shares of
common stock in New Mirant at a price that reflects a full
recovery by creditors.

                       Remaining Disputes

Mr. Burns notes that one of the principal disputes remaining
between the two creditors' committees is the amount of financial
support that MAG will require from its corporate parent to meet
its ongoing obligations.  The Debtors understand the Corp
Committee's position to be that only limited financial support is
required.  In contrast, the Debtors understand the MAG Committee's
position to be that MAG requires substantial credit enhancement
through the contribution of all of the Debtors' non-MAG North
America assets into MAG as well as the contribution of a
substantial amount of cash.

The Debtors believe that the amount of financial support of MAG
proposed by the Corp Committee is inadequate and that the amount
of credit enhancement demanded by the MAG Committee is unnecessary
and excessive.  The Debtors believe that the up-front contribution
to New MAG Holdco of the trading and marketing business -- less
the value of the imbedded cash collateral associated with the
trading and marketing business -- the entities which own the
Peaker, Potomac and Zeeland generating plants, together with the
commitment to make additional capital contributions to MAG having
a present value of approximately $250 million, represents adequate
and appropriate financial support to satisfy feasibility and
otherwise constitutes a reasonable settlement of alleged
intercompany claims.

Another matter that remains unresolved at this time is the issue
of corporate governance of the reorganized enterprise, Ms. Burns
continues.  The Corp Committee has indicated that it, as the
representative of creditors who will receive the majority of the
common stock in New Mirant, but not the holders themselves, should
have sole and exclusive control over the selection of the board of
directors of New Mirant.  The Debtors recognize that there is
precedent in other contexts to permit an official committee to
have significant input into post-emergence corporate governance.  
However, the Debtors believe that, for various reasons, including:

   (1) the requirements of Section 1123(a)(7) of the Bankruptcy
       Code that the means of selecting any officer or director
       under a plan be consistent with the interests of
       creditors, equity security holders and with public policy,

   (2) the public policy shift in shareholder protection
       evidenced by Sarbanes-Oxley and other recent events, and

   (3) the fact that New Mirant is likely to have an equity value
       of several billion dollars and thousands of shareholders
       upon emergence,

the formulation of an appropriate process for addressing
post-emergence corporate governance matters requires further
discussion and careful analysis.  At this point, Ms. Burns says,
the Plan simply provides that the proposed board of directors of
New Mirant will be disclosed no less than ten days prior to the
commencement of the Confirmation Hearing.

At present, Ms. Burns notes, the Plan has not been approved by any
of the statutory committees appointed in the Chapter 11 Cases.  
The Debtors anticipate that negotiations -- which, whether or not
successful, could lead to material changes to certain components
of the Plan -- will continue between the Debtors and each of the
committees until the hearing on approval of the Disclosure
Statement.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- together with its direct and indirect  
subsidiaries, generate, sell and deliver electricity in North
America, the Philippines and the Caribbean.  Mirant Corporation
filed for chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex.
03-46590).  Thomas E. Lauria, Esq., at White & Case LLP,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$20,574,000,000 in assets and $11,401,000,000 in debts.  (Mirant
Bankruptcy News, Issue No. 52; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


MORGAN STANLEY: S&P Junks Rating on Class L Certificates
--------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on class C
and D of Morgan Stanley Capital I Inc.'s commercial mortgage pass-
through certificates series 1999-FNV1.  At the same time, ratings
on classes K and L are lowered and all other outstanding ratings
are affirmed.

The raised and affirmed ratings reflect credit enhancement levels
that provide adequate support through various stress scenarios.
The lowered ratings reflect expected degradation of credit
enhancement levels after the disposition of loans in special
servicing.

As of December 2004, the trust collateral consisted of 162
commercial mortgages with an outstanding balance of $576.6
million, down 8.8% since issuance.  To date, there has been one
realized loss totaling $627,877 (0.10% of the initial pool
balance).  The master servicer, GMAC Commercial Mortgage
Corporation -- GMACCM, reported either full-year 2003 or partial
year 2004 net cash flow -- NCF -- debt service coverage ratios --
DSCR --  for 93.9% of the pool. 2.4% of the pool has been
defeased.  Based on this information and excluding defeasance,
Standard & Poor's calculated the weighted average DSCR for the
pool at 1.64x, improved from 1.40x at issuance.

The current weighted average DSCR for the top 10 loans, which
comprises 25.8% of the pool, improved to 1.41x from 1.31x at
issuance.  This excludes the 10th largest loan, which has not
reported DSCR information and is specially serviced.  Seven of the
top 10 loans have improved DSCRs since issuance.  The second- and
eighth-largest loans appear on the watchlist.  The second largest,
Quail Oaks Apartments in Tampa, Florida, has suffered from a
decline in rents due to a soft rental market, and DSCR has
declined to 0.96x as of year-end 2003.

However, NOI DSCR has improved to 1.06x as of Sept. 30, 2004, as
the average rental rate at the property has risen.  The eighth
largest, Ramada Plaza Hotel, is located in San Diego.  It is
watchlisted due to DSCR below 1.0x.  The property suffered from
low occupancy and a weak average daily rate throughout 2002 and
2003 but performance has improved in 2004.

Not included in the top 10 is the D.A.M. mobile home park loans,
which represents the largest exposure in the pool with a combined
balance of $28.16 million, or 4.9% of the pool.  It consists of 22
cross-collateralized and cross-defaulted loans secured by 24
mobile home parks primarily located in Pennsylvania.  The D.A.M.
mobile home park loans have a combined 1.61x weighted average DSCR
as of year-end 2003, compared to 1.67x at issuance.

Seven loans totaling $45.4 million were reported as delinquent as
of the December 2004 distribution.  Six of the seven were with the
special servicer, Allied Capital Corporation -- Allied.  Of the
six specially serviced loans, two are secured by mobile home
parks, and one each by an office, retail, assisted
living, multifamily, and lodging property.  The four largest loans
in special servicing are discussed below in size order:

   -- Crown Colony Office, the third-largest loan in the pool,
      has a current balance of $17.86 million and a total
      exposure of $19.3 million (3.1%, $154 per sq. ft.).  The
      loan, which is 90-plus days delinquent, was foreclosed
      upon in December 2004 and title will pass to the trust
      this month.  The asset is a 125,000-sq.-ft. suburban
      office building located south of Boston in Quincy,
      Massachusetts.  Current occupancy is 69%.  A third party
      bid at the foreclosure sale of $14.5 million was rejected,
      as the special servicer believes that based upon current
      leasing activity, there is additional value available for
      the trust.  A loss is possible upon disposition.

   -- Governors Crossing Outlet Center has a balance of
      $8.7 million and a total exposure of $9.94 million (1.51%,
      $74 per sq. ft.) and is secured by a 135,000-sq.-ft.
      outlet shopping center located about 30 miles east of
      Knoxville in Sevierville, Tennessee.  It is in
      foreclosure.  The borrower defaulted and declared
      bankruptcy, and Allied is waiting for plan confirmation
      from the bankruptcy judge.  The property has been
      remitting its cash flow.  An old appraisal from October
      2003 indicated a value of $7.1 million.  Allied has
      ordered a new appraisal.  A loss is expected upon
      disposition.

   -- Magnolia Manors has a balance of $7.35 million and a total
      exposure of $8.12 million (1.28%, $46,124 per bed).  It is
      REO and the assets consist of four small assisted-living
      facilities in Alabama that have a total of 96 beds.
      Allied will market the properties for sale.  However, the
      properties suffer from lack of scale to spread their
      operating costs due to their small number of beds.  A loss
      is expected upon disposition.

   -- Guest House Inn has a balance of $5.6 million and a total
      exposure of $6.2 million (0.97%, $22,502 per key).  It is
      REO and the asset consists of an unflagged 276-room
      extended-stay lodging property located in Norcross, Georgia.
      A $580,000 property improvement plan was completed from
      property cash flow and all rooms are available for rent.  An
      appraisal from August 2004 valued the property at
      $2.9 million.  A loss is expected upon disposition.

The servicer's watchlist includes 43 loans totaling $130.5 million
or 22.6%.  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 in excess of 5% in:

   -- California (33%),
   -- Texas (7.6%),
   -- Pennsylvania (6.0%),
   -- Massachusetts (5.75%),
   -- Florida (5.4%),
   -- Washington, D.C. (5.36%), and
   -- Georgia (5.1%).

Property type concentrations include:

   -- retail (19.8%),
   -- office (18.4%),
   -- manufactured housing (14.8%),
   -- multifamily (14.5%),
   -- lodging (13.0%),
   -- mixed-use (7.75%),
   -- self storage (5.2%),
   -- industrial (4.2%), and
   -- senior housing (2.4%).

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 rating actions.
   
                         Ratings Raised
   
                  Morgan Stanley Capital I Inc.
   Commercial mortgage pass-thru certificates series 1999-FNV1

                    Rating
                    ------
          Class   To       From      Credit Enhancement
          -----   --       ----      ------------------
          C       AA+      AA                    22.64%
          D       AA       AA-                   20.45%
   
                         Ratings Lowered
   
                  Morgan Stanley Capital I Inc.
   Commercial mortgage pass-thru certificates series 1999-FNV1

                    Rating
                    ------
          Class   To       From      Credit Enhancement
          -----   --       ----      ------------------
          K       B-       B                      4.82%
          L       CCC      B-                     3.73%
     
                        Ratings Affirmed
   
                  Morgan Stanley Capital I Inc.
   Commercial mortgage pass-thru certificates series 1999-FNV1
   
               Class   Rating   Credit Enhancement
               -----   ------   ------------------
               A-1     AAA                  33.05%
               A-2     AAA                  33.05%
               B       AAA                  27.30%
               E       BBB+                 15.24%
               G       BB+                   9.21%
               H       BB                    7.84%
               X       AAA                    N/A


MOSAIC GROUP: Trustee Hires Heinz & Associates as Accountants
-------------------------------------------------------------
Jeffrey H. Mims, the chapter 11 Trustee of Mosaic Group Inc. and
its debtor-affiliates sought and obtained permission from the U.S.
Bankruptcy Court for the Northern District of Texas, Dallas
Division, to retain Heinz & Associates to prepare the 2004 tax
return of the bankrupt estates.

Richard Heinz, owner of Heinz & Associates, discloses that his
Firm did prepetition work for the Debtors.  Mr. Heinz's Firm
prepared the Debtors' 2002 and 2003 income tax returns.

According to Mr. Heinz, the Debtors still owe his Firm $2,250 for
the 2002 and 2003 tax returns.  For the 2004 tax return
preparation, the Debtor will pay Heinz & associates a $2,500 fee.   

Mr. Heinz will bill the Debtor for his professional services at an
hourly rate of $125.

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

Headquartered in Irving, Texas, Mosaic Group (US) Inc., a world-
leading provider of results-driven, measurable marketing solutions
for global brands, filed for chapter 11 relief on December 17,
2002 (Bankr. N.D. Tex. Case No. 02-81440).  Charles R. Gibbs,
Esq., David H. Botter, Esq., and Kevin D. Rice, Esq., at Akin,
Gump, Strauss, Hauer & Feld, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it estimated debts and assets of over $100 million
each.  Mosaic Group, Inc. -- http://www.mosaic.com/-- also sought  
and obtained protection under the Companies' Creditors Arrangement
Act in Canada.  On June 15, 2004, Jeffrey H. Mims was appointed as
chapter 11 Trustee.


MURANO APARTMENTS: Look for Bankruptcy Schedules by Jan. 31
-----------------------------------------------------------        
Murano Apartments, LLC, asks the U.S. Bankruptcy Court for the
District of Nevada for more time to file its Schedules of Assets
and Liabilities, Statements of Financial Affairs, and Schedules of
Executory Contracts and Unexpired Leases.  The Debtor wants until
January 31, 2005 to file those documents.

The Debtor tells the Court that it is still in the process of
accurately obtaining and preparing all the financial information
needed for its Statements and Schedules.  The Debtor adds that it
needs the additional time to compile the information to know the
true status of its alleged statutorily secured creditors.  

The Debtor assures the Court that the requested extension will
give it more time in working diligently to complete and file its
Schedules and Statements on or before the extension deadline.

Headquartered in Las Vegas, Nevada, Murano Apartments, LLC, owns
and operates 10 buildings consisting of 88 residential apartments.  
The Company filed for chapter 11 protection on January 6, 2005
(Bankr. D. Nev. Case No. 05-10067).  Michael E. Kulwin, Esq., at
Law Offices of Michael Kulwin represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $8,750,000 and total
debts of $7,460,000.


MURANO APARTMENTS: Taps Michael E. Kulwin as Bankruptcy Counsel
---------------------------------------------------------------
Murano Apartments, LLC, asks the U.S. Bankruptcy Court for the
District of Nevada for permission to employ the Law Offices of
Michael E. Kulwin as its general bankruptcy counsel.

Michael E. Kulwin is expected to:

   a) prepare for the Debtor records and reports as required by
      the Bankruptcy Rules and prepare applications and proposed
      orders to be submitted to the Court;

   b) assist in the identification and prosecution of claims and
      causes of action asserted by the Debtor, including the
      initiation and prosecution of adversary proceedings;

   c) assist the Debtor in the examination of proofs of claim
      filed and future claims to be filed and the possible
      prosecution of objections to certain of those claims;

   e) advise the Debtor in the preparation of documents in
      connection with the ongoing operation of the Debtor's
      business; and

   f) provide the Debtor with necessary legal services to
      effectuate its reorganization process, including the
      preparation of an appropriate disclosure statement and a
      proposed plan of reorganization and its balloting
      procedures.

Michael E. Kulwin, Esq., a Member at Michael Kulwin, is the lead
attorney for the Debtor.  Mr. Kulwin discloses that his Firm
received a $15,000 retainer.  

Mr. Kulwin reports his Firm's professionals bill:

    Designation           Hourly Rate
    -----------           -----------
    Counsels                 $275
    Paraprofessionals          65

The Law Offices of Michael Kulwin assures that it does not
represent any interest adverse to the Debtor or its estate.

Headquartered in Las Vegas, Nevada, Murano Apartments, LLC, owns
and operates 10 buildings consisting of 88 residential apartments.  
The Company filed for chapter 11 protection on January 6, 2005
(Bankr. D. Nev. Case No. 05-10067).  When the Debtor filed for
protection from its creditors, it listed total assets of
$8,750,000 and total debts of $7,460,000.


NAPSTER INC: Bankruptcy Court Closes Chapter 11 Case
----------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
entered a final decree on Jan. 10, 2005, formally closing Napster
Inc. (n/k/a Enco Recovery Corp.) and its debtor-affiliates'
bankruptcy cases pursuant to Section 350 of the Bankruptcy Code.

The Reorganized Debtors said the cases should be closed since
their First Amended Chapter 11 Liquidating Plan has been
substantially consummated, their estates fully administered, all
required fees have been paid and a final report was filed on
Dec. 23, 2004.

                        About the Company

Napster, Inc., and its debtor-affiliates own and operate the
peer-to-peer music service known as Napster.  The Napster service
has provided music enthusiasts with an easy-to-use, high quality
service for finding and discovering music and communicating their
interests with other members of the Napster community.  The
Company along with its affiliates filed for chapter 11 protection
on June 6, 2002.  Daniel J. DeFranceschi, Esq., Russell C.
Silberglied, Esq., at Richards, Layton & Finger and Richard M.
Cieri, Esq., Michelle Morgan Harner, Esq., at Jones, Day, Reavis &
Pogue represent the Debtors in their restructuring efforts.  When
the Company filed for protection from its creditors, it listed
debts of more than $100 million.  The Debtors chapter 11 plan of
liquidation was confirmed on Apr. 20, 2004.  The court entered an
order formally closing the Debtor's chapter 11 petition on
Jan. 10, 2005.


NATIONAL BEDDING: S&P Puts 'BB-' Rating on $300 Million Sr. Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Hoffman
Estates, Illinois-based National Bedding Company LLC to negative.

At the same time, Standard & Poor's assigned its 'BB-' rating and
'2' recovery rating to the company's $300 million senior secured
bank loan due 2010, indicating that the asset values provide
lenders with the expectation of substantial recovery of principal
(80%-100%) in a default scenario.

In addition, Standard & Poor's affirmed its 'BB-' corporate credit
and senior secured bank loan ratings.  Total debt outstanding, pro
forma for the recapitalization, is expected to be about
$278 million.

The outlook revision reflects National Bedding's increased debt
leverage, which was a result of this recent dividend
recapitalization.

The ratings on privately held National Bedding reflect its
leveraged balance sheet and narrow business focus partially
mitigated by its strong brand names, including the Serta brand,
stable demand for mattresses, and significant barriers to entry.

"We believe that given the intensely competitive mattress market,
funds that were paid out in dividends would have been better
deployed in upgrading the former Sleepmaster plants, and for new
product development.  If profitability declines and credit ratios
erode, ratings could be lowered," said Standard & Poor's credit
analyst Martin S. Kounitz.


NATIONAL ENERGY: Overview of ET Debtors' Ch. 11 Liquidation Plan
----------------------------------------------------------------
NEGT Energy Trading Holdings Corporation, NEGT Energy Trading -
Gas Corporation, NEGT ET Investments Corporation, NEGT Energy
Trading - Power, L.P., Quantum Ventures, and Energy Services
Ventures, Inc., jointly propose a Plan of Liquidation pursuant to
Section 1121(a) of the Bankruptcy Code.

The ET Debtors delivered their Plan and Disclosure Statement to
the Court on January 20, 2005.

The Plan contemplates the complete liquidation of the ET Debtors'
assets and distribution of all proceeds.  The ET Debtors are in
the process of winding down their operations and, to the extent
possible, settling remaining claims and contracts.  Under the
Liquidation Plan, each of the existing boards of directors of the
several ET Debtors will be reconstituted to be a two-person board
comprised of one director appointed by the Official Committee of
Unsecured Creditors for the ET Debtors and one director appointed
by the ET Debtors' stockholder.

ET Power, which is a Delaware limited partnership rather than a
corporation, does not have a Board of Directors and is controlled
by its sole general partner, ET Holdings.  After the Plan
effective date, ET Power will not have its own Board of Directors
and all actions to be taken by plan administrator, retained by
the ET Debtors to implement the Plan, on behalf of ET Power that
otherwise would require board approval would need to be
authorized by the ET Holdings Board.

The formulae for calculating distributions to unsecured creditors
vary as among the ET Debtors.  Several factors account for the
variances:

    (1) As of the Effective Date, ET Gas and ET Investments will
        have sufficient funds to pay their general unsecured
        creditors in full.  Accordingly, the Plan provides for
        payment in full of all Allowed General Unsecured Claims
        against ET Gas and ET Investments plus interest accruing
        as of the Petition Date and before the Effective Date and
        at the interest rate specified by Section 1961 of the
        Judiciary Procedures Code -- 1.08% per annum;

    (2) Unlike the other ET Debtors, ET Power is not a
        corporation, but a limited partnership.  Accordingly,
        under applicable non-bankruptcy law, ET Power's creditors
        have recourse to the assets of ET Power's general partner,
        ET Holdings.  Thus, every claim asserted against ET Power,
        in effect, becomes a claim against ET Holdings as well.

    (3) Under Section 1129 (a)(7)(A)(ii) of the Bankruptcy Code,
        the Court may confirm a plan of reorganization only if
        each creditor class will receive under the proposed plan
        an amount that is not less than such creditors would
        receive if the debtor were liquidated under a Chapter 7.
        For Chapter 7 cases, Section 723 (c) provides that, if
        both a limited partnership and its general partner have
        filed for bankruptcy protection, as is the case of ET
        Holdings and ET Power, then the trustee of the limited
        partnership would have a claim against the estate of the
        general partner for the full amount of all claims of the
        creditors of the limited partnership.  The Plan is
        structured to recognize that Claim and therefore comply
        with the confirmation requirements of the Bankruptcy Code,
        with the net effect of somewhat increasing percentage
        recoveries on Claims against ET Power, while concomitantly
        reducing percentage recoveries on Claims asserted solely
        against ET Holdings.  Under the Plan, holders of Unsecured
        Claims against ET Power, ET Holdings, ESV and Quantum will
        not be paid in full and, accordingly, those holders will
        not receive Pendency Interest.

Before the Effective Date, Quantum will file certificates of
dissolution with the appropriate governmental authorities under
applicable law.  Any of Quantum's assets in existence as of the
Effective Date will be distributed in accordance with the rules
of absolute priority.

The funds to be distributed pursuant to the Plan and the ET
Debtors' ongoing capital expenditure and working capital needs
will come from the ET Debtors' existing cash reserves.  As of
July 31, 2004, the cash balances for each of the ET Debtors were:

    (1) $207,715,000 for ET Holdings;

    (2) $62,908,000 for ET Gas;

    (3) $82,966,000 for ET Power;

    (4) $31,000 for ET Investments;

    (5) $0 for Quantum; and

    (6) $1,883,484 for ESV.

Immediately before the Effective Date, the authority, power and
incumbency of the persons then acting as the ET Debtors'
directors and officers will be terminated.  Those directors and
officers will be deemed to have resigned.  Accordingly, with
respect to the management of the Liquidated ET Debtors, each of
the ET Debtor's Boards of Directors will be comprised of:

    (a) the director appointed by the stockholders of ET Holdings,
        ET Gas, and ET Investments to serve on the Boards of
        Directors; and

    (b) the director appointed by the Official Committee of
        Unsecured Creditors for the ET Debtors to serve on the
        Board of Directors.

The presence of both the ET Director and the Committee Director
will constitute a quorum for the transaction of business and any
action by any of the Boards of Directors will require the
unanimous vote or consent of both directors.  In the event the ET
Director and the Committee Director are unable to agree upon and
approve a particular action, the deadlock will be resolved by an
independent -- as defined in Rule 10A-3(b)(1)(ii) of the
Securities Exchange Act of 1934, as amended -- third party expert
chosen by the ET Director and the Committee Director.

The Plan Administrator, at the direction of the Boards of
Directors, will be responsible for the implementation of the Plan
pursuant to its terms and the terms of the Court's confirmation
of the Plan.

The Official Committee of Unsecured Creditors for the ET Debtors
will be terminated except for remaining responsibilities in
connection with:

    (1) any appeal or motion for reconsideration of the
        Confirmation Order;

    (2) objections to Fee Claims; and

    (3) the removal of the Committee Director and the
        appointment of a replacement Committee Director.

A full-text copy of the Plan of Liquidation is available for free
at:

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

A full-text copy of the Disclosure Statement is available for
free at:

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

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- (n/k/a National Energy & Gas
Transmission, Inc.) develops, builds, owns and operates electric
generating and natural gas pipeline facilities and provides energy
trading, marketing and risk-management services.  The Company and
its debtor-affiliates filed for Chapter 11 protection on July 8,
2003 (Bankr. D. Md. Case No. 03-30459).  Matthew A. Feldman, Esq.,
Shelley C. Chapman, Esq., and Carollynn H.G. Callari, Esq., at
Willkie Farr & Gallagher, and Paul M. Nussbaum, Esq., and Martin
T. Fletcher, Esq., at Whiteford, Taylor & Preston, L.L.P.,
represent the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$7,613,000,000 in assets and $9,062,000,000 in debts.  NEGT
received bankruptcy court approval of its reorganization plan in
May 2004, and that plan took effect on Oct. 29, 2004.  (PG&E
National Bankruptcy News, Issue No. 34; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


NEIGHBORCARE INC: Holding FY 2005 Earnings Webcast on Jan. 27
-------------------------------------------------------------
NeighborCare, Inc., will release results for its fiscal first
quarter ended Dec. 31, 2004, after the close of trading on
Jan. 26, 2005.  The Company will hold a conference call on
Jan. 27, 2005, to discuss the results. The conference call is
available:

         Toll-Free Number:   (888) 240-0264
         Toll Number:        (706) 679-5757
         Leader:             John Arlotta
         Conference ID:      3583385


Investors can also access the conference live via webcast through
NeighborCare's web site at
http://www.neighborcare.com/investor/default.cfmwhere a replay of  
the call will also be posted.

Moody's Rating Services and Standard & Poor's assigned their
single-B ratings to NeighborCare's 6-7/8% Senior Subordinated
Notes last year.  

                     About NeighborCare, Inc.

NeighborCare, Inc. (Nasdaq: NCRX) -- http://www.neighborcare.com/
-- is one of the nation's leading institutional pharmacy providers
serving long term care and skilled nursing facilities, specialty
hospitals, assisted and independent living communities, and other
assorted group settings.  NeighborCare also provides infusion
therapy services, home medical equipment, respiratory therapy
services, community-based retail pharmacies and group purchasing.  
In total, NeighborCare's operations span the nation, providing
pharmaceutical services in 32 states and the District of Columbia.


NORAMPAC INC: Earns $26.5 Million of Net Income in Fourth Quarter
-----------------------------------------------------------------
Norampac, Inc., reports net income of $26.5 million or
$15.8 million excluding specific items for the quarter ended
December 31, 2004.  This compares to net income of $2.7 million or
a net loss of $3.5 million excluding specific items for the same
period in 2003.

    Consolidated selected information
    (in millions of Canadian dollars)
                                 ---------------------------------
                                     Fourth quarter  Third quarter
                                 ---------------------------------
                                    2004       2003         2004
                                 ---------------------------------
Sales                              305.4      295.2        341.3

Operating income                    36.0       12.1         27.8
Operating income excluding
   specific items                    28.3       12.1         35.5

Net income                          26.5        2.7         23.0
Net income (loss) excluding
   specific items                    15.8       (3.5)        20.0
                                 ---------------------------------

Commenting on the results, Mr. Marc-Andre Depin, President and
Chief Executive Officer, stated: "As is customary, demand in the
fourth quarter was at its lowest, therefore, our North American
containerboard mills were less busy than during our exceptional
third quarter, nonetheless, the operating rate for the fourth
quarter was over 95%.  The benefits of higher prices in the fourth
quarter were more than offset by the surging Canadian dollar.  We
are currently working on different investment programs in order to
ensure our cost competitiveness in the market place."

Quarterly Highlights

   -- Compared to the third quarter, average reported Canadian
      selling prices were lower in both the containerboard and the
      corrugated products segments due to a stronger Canadian
      dollar;

   -- Unrealized gain of $7.7 million on financial instruments
      related to some commodity contracts due to the new CICA
      guidelines on hedge accounting;

   -- Settlement of the strike at the Burnaby containerboard mill;

   -- Investment of $17.5 million at the Etobicoke and St. Marys
      corrugated products plants following the decision of closing
      down the Concord corrugated products plant;

   -- Opening of a new water treatment plant at the Mississauga
      containerboard mill;

   -- The Company's North American primary mill capacity
      utilization rates, excluding the Burnaby containerboard mill
      which was on strike for part of the quarter, was over 95%,
      up from 90% in 2003; and

   -- The Company's North American integration level increased to
      64%, up from 60% compared to the same period in 2003.

Sales amounted to $305 million in the fourth quarter of 2004,
compared to $295 million for the corresponding quarter in 2003.
Not taking into account shipments from the Burnaby containerboard
mill, which was on strike from April 10, 2004, to Nov. 30, 2004,
shipments of containerboard were up by 5.6% compared to the same
quarter in 2003, but were down by 7.9% compared to the third
quarter of 2004.  Shipments of corrugated products for the fourth
quarter of 2004 were approximately at the same level compared to
the same quarter in 2003, despite additional volume related to the
recent acquisitions of the Thompson and Lancaster corrugated
products facilities respectively acquired in April 2004 and August
2004.

Operating income amounted to $36.0 million in the fourth quarter
of 2004, compared to $12.1 million for the corresponding quarter
in 2003.  The 2004 operating income includes an unrealized gain on
derivative financial instruments of $7.7 million.  The increase in
operating income is mainly attributable to higher selling prices
in both the containerboard and the corrugated products segments,
partially offset by a stronger Canadian dollar combined with
higher freight, fibre, profit sharing and maintenance costs.

                  Year Ended December 31, 2004

Net income for the year ended December 31, 2004 was $59.7 million
or $48.2 million excluding specific items.  This compares to net
income of $30.9 million or $15.2 million excluding specific items
for the same period in 2003.

For the year ended December 31, 2004, sales were $1.3 billion,
approximately at the same level as 2003.  For the year ended
December 31, 2004, shipments of containerboard also remained at
the same level compared to the same period in 2003, despite the
strike at the Burnaby containerboard mill.  Shipments of
corrugated products were up by 1.5% compared to the same period in
2003, which is mainly attributable to the volume of the
Schenectady corrugated products plant acquired in April 2003 and
the recent acquisitions of the Thompson and Lancaster corrugated
products facilities.

For the year ended December 31, 2004, operating income amounted to
$97.4 million, compared to $85.4 million for the same period in
2003.  The 2004 operating income includes an unrealized gain on
derivative financial instruments of $4.4 million.  In comparing
the two years, the increase is attributable to higher selling
prices in both the containerboard and the corrugated products
segments along with lower chemical and energy costs which were
partially offset by a stronger Canadian dollar combined with
higher freight costs.

         Supplemental Information on Non-GAAP Measures

Operating income, operating income excluding specific items and
net income excluding specific items are non-GAAP measures.  The
Company believes that it is useful for investors to be aware of
specific items that adversely or positively affect its GAAP
measures.  The non-GAAP measures provide investors with a measure
of performance to compare the Company's results between periods
without regard to these specific items.  The Company's measures
excluding specific items should not be considered in isolation as
they have no standardized meaning prescribed by GAAP and are not
necessarily comparable to similar measures presented by other
companies.

Specific items are defined as items such as debt restructuring
charges, unrealized gain or loss on derivative financial
instruments that do not qualify for hedge accounting, foreign
exchange gain or loss on long-term debt and other significant
items of an unusual or non-recurring nature.

Net income, which is a performance measure defined by Canadian
GAAP, is reconciled to operating income in the following table.   
This table also reconciles the specific items to their nearest
measure as computed on the statement of earnings:

                        About the Company

Norampac (S&P, BB+ Long-Term Corporate Credit Rating, Stable
Outlook) owns eight containerboard mills and twenty-six corrugated
products plants in the United States, Canada and France.  With an
annual production capacity of more than 1.6 million short tons,
Norampac is the largest containerboard producer in Canada and the
7th largest in North America.  Norampac, which is also a major
Canadian manufacturer of corrugated products, is a joint venture
company owned by Domtar Inc. (symbol : DTC-TSX) and Cascades Inc.
(symbol : CAS-TSX).


NORTEL NETWORKS: Establishing Joint Venture with LG Electronics
---------------------------------------------------------------
LG Electronics (KSE:06657.KS) and Nortel Networks(NYSE: NT)(TSX:
NT) reported the signing of a Memorandum of Understanding to
establish a joint venture for providing high quality, leading edge
telecommunications equipment and networking solutions to Korea and
other markets globally.

The announcement of the proposed 50-50 joint venture framework was
made in Seoul by S.S. Kim, CEO and Vice-Chairman of LG Electronics
and Bill Owens, president and chief executive officer of Nortel.

This impending cooperation supports the strategies of both
companies for ongoing development of leading-edge
telecommunications equipment and networking solutions to ignite
and power global commerce.  The proposed joint venture also
reflects the companies' commitment to leverage best-in-class
resources and expertise by joining forces with leading
telecommunications players in key markets.

"To be a global communications provider, it is imperative for us
to expand our market share and compete in Asia," Owens said.
"Establishing a relationship with a world-class company is an
important step.  Korea is known for advanced and trailblazing
technology in communications as it leads the rest of the world in
embracing technology that enhances the human experience."

"Nortel is a true powerhouse in the world's telecommunications
equipment market with strong technology and global
competitiveness," said S.S. Kim. "LG Electronics is a top-notch
telecommunication equipment and solutions provider, attested by
its being the first in the world to provide a WCDMA system with
video telephony in late 2002.  Our joint-venture with Nortel is
expected to create greater synergy between LG Electronics'
cutting-edge technology and Nortel's expertise in delivering
communications capabilities.  We are confident that it will become
one of the top-ranking players in the global telecommunications
equipment market."

"Our intent is to invest in Korea to leverage the wealth of strong
R&D talent and technology steeped in LG Electronics and Nortel to
develop products and solutions for the global market," said John
Giamatteo, president, Asia Pacific, Nortel.  "We also intend for
the proposed joint venture to market the entire Nortel portfolio
of optical, wireless, wireline and enterprise products in Korea
and, based on mutual discussion, in other markets as well."

"Telecommunications equipment is very closely related to mobile
phones in development," said Mun Hwa Park, President, Mobile
Communications Company, LG Electronics.  "In developing hi-tech
mobile phones, LG Electronics will collaborate with Nortel to be
better positioned in setting standards for next-generation devices
and developing technologies.  Based on this, LG Electronics is
expected to reduce the developing time for next-generation
terminals and maintain its leading technology in global mobile
phone market."

The proposed joint venture is subject to execution of a definitive
agreement.  The two companies expect to complete this transaction
in the second quarter of 2005.

                      About LG Electronics

LG Electronics (Korea Stock Exchange:06657.KS), headquartered in
Seoul, South Korea, was established in 1958 and has grown into a
global force in electronics, information and communications
products with annual total revenues of US$ 29.9 billion
(consolidated).  With more than 64,000 employees working in
73 overseas subsidiaries and marketing units around the world, LG
Electronics is comprised of four main business companies including
Digital Display, Digital Media, Digital Appliance, and Mobile
Communications.

LG Electronics' goal worldwide is to create and enable the
intelligent networking of digital products that will make
consumers' lives better than ever.  For more information, visit
http://www.lge.com/  

                     About Nortel Networks

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

                         *     *     *

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

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

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

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

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


NOVA CHEMICALS: To Receive $110MM Cash Settlement from Tax Dispute
------------------------------------------------------------------
NOVA Chemicals Corporation (NYSE:NCX)(TSX:NCX) expects to receive
a cash payment of approximately $110 million U.S. related to the
final resolution of a tax dispute.  The dispute was related to the
deductibility of foreign taxes in certain returns filed with the
United States Internal Revenue Service prior to 1982.

The payment will be received from an affiliate of a company in
which NOVA Chemicals previously had an interest.  NOVA Chemicals
expects to record an after-tax gain of approximately $91 million
U.S. in the fourth quarter of 2004 related to this payment.

Jeffrey M. Lipton, President and Chief Executive Officer of NOVA
Chemicals, said, "We intend to use this significant amount of cash
to generate stronger returns for our shareholders in 2005. We look
forward to receiving it in the near future."

                        About the Company

NOVA Chemicals -- http://www.novachemicals.com/-- produces  
ethylene, polyethylene, styrene monomer and styrenic polymers,
which are used in a wide range of consumer and industrial goods.  
NOVA Chemicals manufactures its products at 18 operating
facilities located in the United States, Canada, France, the
Netherlands and the United Kingdom.  The company also has five
technology centers that support research and development
initiatives.  NOVA Chemicals Corporation shares trade on the
Toronto and New York stock exchanges under the trading symbol NCX.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 23, 2004,
Standard & Poor's Ratings Services revised its outlook on
petrochemicals producer Nova Chemicals Corp. to stable from
negative. At the same time, Standard & Poor's affirmed the 'BB+'
long-term corporate credit and senior unsecured debt ratings on
Nova.


OMNI FACILITY: Disclosure Statement Hearing Set for Feb. 16
-----------------------------------------------------------         
The Honorable Burton R. Lifland of U.S. Bankruptcy Court for the
Southern District of New York will convene a hearing at 10:00
a.m., on February 16, 2005, to consider the adequacy of the
Disclosure Statement explaining the Consolidated Liquidating Plan
of Reorganization filed by Omni Facility Services, Inc., and its
debtor-affiliates.

The Debtors filed their Disclosure Statement and Consolidated Plan
on January 14, 2005.

The Plan provides for a substantive consolidation of the Debtors'
estates, the creation of a Creditors' Trust, the appointment of a
Plan Administrator to oversee the winding down of the Debtors'
estates, the rejection of executory contracts and unexpired leases
not previously assigned, and the compromise and settlement of
Claims and prosecution of causes of actions.

The Plan groups claims and interests into eight classes and
provide for these recoveries.

   a) Class 1 unimpaired claims consisting of Priority Non-Tax
      Claims will be paid in full 30 days after the Effective
      Date;

   b) Class 2 unimpaired claims consisting of Miscellaneous
      Secured Claims will be paid in full from the net proceeds
      from the sale of the relevant collateral or the return of
      the relevant collateral;

   c) Class 3 impaired claims consisting of Prepetition Lenders'
      Secured Claims will receive payments as set forth in the
      Settlement Agreement;

   d) Class 4 impaired claims consisting of General Unsecured
      Claims will receive their Pro Rata share of any Distribution
      from the Creditors' Trust or upon the mutual agreement of
      the Creditor Trustee and the Class 4 claimants;

   e) Class 5 impaired claims consisting of Last-Out Participation
      Claims will receive payments from the Creditors' Trust but
      only after all Class 4 Claims are paid in full from the
      Creditors' Trust;

   f) Class 6 impaired claims consisting of the Subordinated
      Lender Claims will receive payments from the Creditors'
      Trust but only after all Class 4 Claims and Class 5 Claims
      have been paid in full from the Creditors' Trustee Assets;

   g) Class 7 impaired claims consisting of Intercompany Claims
      will be cancelled under the Plan and will not receive or
      retain any property on account of those claims; and

   h) Class 8 impaired claims consisting of Equity Interests
      Claims will not receive any distributions under the Plan on
      account of those interests and will be cancelled upon the
      dissolution of the Debtors.

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

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

Objections to the Disclosure Statement, if any, must be filed and
served by February 10, 2005.

Headquartered in South Plainfield, New Jersey, Omni Facility
Services, Inc. -- http://www.omnifacility.com/-- provides
architectural, janitorial, landscaping, and electrical services.
The Company filed for chapter 11 protection on June 9, 2004
(Bankr. S.D.N.Y. Case No. 04-13972).  Frank A. Oswald, Esq., at
Togut, Segal & Segal LLP, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $80,334,886 in total assets and
$100,285,820 in total debts.


OWENS-ILLINOIS: Declares $0.59375 Convertible Pref. Stock Dividend
------------------------------------------------------------------
Owens-Illinois, Inc.'s (NYSE: OI) board of directors has declared
the quarterly dividend of $0.59375 on each share of the company's
$2.375 Convertible Preferred Stock, payable on February 15 to
holders of record as of February 1.

                        About the Company

Owens-Illinois is the largest manufacturer of glass containers in
the world, with leading positions in Europe, North America, Asia
Pacific and South America.  O-I is also a leading manufacturer of
healthcare packaging and specialty closure systems.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 28, 2004,
Fitch Ratings affirmed the ratings for Owens-Illinois (NYSE: OI)
as follows:

   -- Senior secured credit facilities at 'B+';
   -- Senior secured notes at 'B';
   -- Senior unsecured notes at 'CCC+';
   -- Convertible preferred stock at 'CCC'.

The Rating Outlook is Stable.

As reported in the Troubled Company Reporter on Aug. 2, 2004,
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Owens-Illinois, Inc., and removed it from
CreditWatch where it was placed on Feb. 19, 2004.  The outlook is
negative.


PACIFIC ENERGY: Moody's Affirms Low-B Ratings & Stable Outlook
--------------------------------------------------------------
Moody's Investors Services assigned a B1 rating to LB Pacific,
LP's $170 million Term Loan B -- TLB, to be secured by 34.6% of
the subordinated equity units of Pacific Energy Partners, LP's --
PPX -- and by the equity of Pacific Energy GP, LLC -- PEGP --
which holds the 2% general partner interest in PPX.  Moody's
affirms PPX's Ba2 senior unsecured note and Ba1 senior implied
ratings and stable outlook.  PPX is a midstream oil master limited
partnership and PEGP is its general partner.  

On regulatory approval, LBP will acquire PEGP from The Anschutz
Corporation for $340 million plus deal costs, funded with TLB
proceeds and $182 million of cash common equity.  Through PEGP,
LBP will indirectly own the 2% PPX general partner equity interest
and manage and control PPX while LBP will directly own
10.465 million of PPX's subordinated limited partner units (a
combined 36.6% PPX equity interest).  Lehman Brothers Merchant
Banking Associates III L.L.C. will provide all equity funding.  

While retaining the majority interest, it may later sell a portion
of the equity to other investors, including possibly NuCoastal
L.L.C., which is owned by Oscar Wyatt.  At least initially, PEGP
(which manages PPX) will continue to be run by existing
management, and two NuCoastal executives will resign from
NuCoastal to join PEGP.

At PPX's expected 2005 PPX distribution rate, LBP is acquiring a
roughly $22 million revenue stream (mostly on subordinated units)
it hopes to grow in concert with PPX's limited partner
distribution growth and PEGP's rising general partner cut (now a
low 2% split) of that growth.  Borrowing at Libor plus 300 bp, LBP
will swap 50% of TLB proceeds to a fixed rate.  LBP's Cash
Flow/Interest would be in the range of 2x.

Other core statistics include:

     (i) approximately $340 million of total PPX debt,
         $170 million of LBP debt, and $510 million of combined
         debt;

    (ii) $415 million of PPX equity, $182 million of LBP equity,
         and $597 million of combined equity;

   (iii) roughly $90 million of expected PPX 2005 EBITDA;

    (iv) $10 million of PPX maintenance and transitional capital
         spending; and

     (v) roughly $31 million of LBP/PPX interest expense. PPX is
         reasonably positioned to benefit from rising U.S. imports
         of Canadian syncrude and of foreign crude oil imported
         through Los Angeles harbor, with the latter enhanced if
         it sanctions its Pier 400 project.

PPX is a master limited partnership engaged in midstream
gathering, blending, pipeline transportation, marketing,
terminaling, and storage of crude oil delivered from central and
southern California, the Rocky Mountains, Canada, and imported
through the Los Angeles and Long Beach Harbors, and destined for
refineries in Southern California, Salt Lake City, and the greater
Rocky Mountain region.

TLB will be first secured by the subordinated equity units but
will not by the PPX general partner interest that would have given
it a direct claim on the general partner interest and operating
control of PPX in the event of LBP bankruptcy.  However, TLB will
be first secured by LBP's equity in PEGP which owns the general
partner interest.

LBP-specific ratings restraints include:

   (1) LBP's near total dependence on cash flow from a
       subordinated equity security;

   (2) resulting structural subordination of LBP cash flow within
       LBP/PPX, exacerbated by the subordinated units' junior
       position relative to common units;

   (3) the lack of security in the 2% general partner interest;
       and the fact that private market valuations of subordinated
       units relative to common units is evolving.

Subordinated units had tended to sell close to common unit values
but have moved to greater discounting of subordinated units to
reflect their weaker position.

PPX's ratings are restrained by:

    (1) the constant distribution of cash flow after interest
        expense and maintenance capital spending;

    (2) intense competition for imported Canadian and California
        domestic and imported crude oil volume;

    (3) changing refining sector appetites for California heavy
        and medium sour crude oil due to ever-tougher low sulfur
        gasoline and diesel specifications;

    (4) declining California crude oil pipeline throughput volume
        due to falling indigenous crude oil production;

    (5) expected more aggressive PPX growth strategies;

    (6) acquisition risk in an increasingly expensive competitive
        midstream acquisition market;

    (7) full PPX leverage relative to its ratings and scale;

    (8) the uncertain impact of the change in PEGP ownership;

    (9) how the ownership mix evolves as Lehman sells down its
        holding; and

   (10) how the LBP/PEGP/PPX management mix evolves.

LBP rating support includes:

    (1) a reasonably effective cash sweep and covenant package;

    (2) a significant $182 million equity cushion;

    (3) strategic and operating control of PPX;

    (4) the resulting ability to direct PPX cash distribution
        policy;

    (5) comparatively durable PPX cash flow in support of
        distributions to the subordinated and general partner
        units; and

    (6) TLB's first secured collateral position in the
        subordinated units.

PPX's and LBP's ratings are also supported by:

    (1) PPX's regionally diversified operations and strategic
        exposure to secularly rising imported crude oil volumes at
        Pacific Terminals and the Rocky Mountain and Canadian
        pipelines;

    (2) expected rising 2004 and 2005 throughput for Pacific
        Terminals and the Rocky Mountain and Canadian pipelines;

    (3) PPX's ability to-date to mitigate the cash flow impact of
        falling California pipeline volume with increased pipeline
        tariffs; and

    (4) PPX's regional diversification of the risk of reduced
        pipeline volumes due to individual refinery downtimes.

TLB is effectively a bullet loan, with 1% mandatory annual
amortization and 94% due at maturity.  Partial prepayment may come
with a cash flow sweep and possible sale of roughly 25% of the
subordinated units, which are scheduled to convert to common units
in June 2005.  Significant PPX distribution growth is needed to
repay TLB before maturity, even assuming pre-payment with the
subordinated unit sale proceeds.

Principal financial covenants at LBP include:

    (1) maximum quarterly consolidated debt to consolidated cash
        flow starting at 8.75x and quarterly consolidated cash
        flow to consolidated cash interest expense starting at
        1.75x.

    (2) PPX operating company leverage would trigger an event of
        default at the LBP level according to the following
        formula:

        (a) PPX debt to EBITDA may not exceed 4.75:1.0; provided,
            however, that if, and for so long as that ratio for
            LPB itself is 6:00:1.0 or less,

        (b) the maximum leverage test for PPX would increase to
            5.25:1 consistent with its current credit facilities.

Pro-forma 2005 LBP Debt/Cash Flow, at PPX's current cash
distribution per unit and after interest and LBP expenses, is
roughly 15.5x.  This risk is reduced if LBP executes its plan to
sell up to 25% of its subordinated units to pre-pay debt.  Its
share of distributions would also then fall by just under 25%,
after which, LBP Debt/Cash Flow (after LBP interest and expenses)
would be in the range of 9x to 10x. Regarding the cash flow and
valuation risk of the subordinated units, this may mitigate over
time as scheduled conversion of the subordinated units to common
units progresses.

The leveraged acquisition of PEGP adds to PPX's effective
leverage.  Leveraged LBP and its owners have great incentive to
guide PPX distribution, growth, and funding strategies in a manner
ensuring LBP debt coverage, rising PPX distributions, and a rising
PPX split on those distributions to support return goals.  PEGP
has less latitude than prior un-leveraged PEGP (held by deeply
capitalized Anschutz) to cut distributions at PPX in the face of
weaker cash flow or capital needs.

LBP seeks to accelerate PPX growth (in an increasingly expensive
midstream acquisition market) to more quickly boost its split
(from a current 2% to a maximum of 50%) of PPX distribution
increases.  Combined LBP/PPX leverage on PPX EBITDA will be high.
Combined EBITDA leverage will start at roughly 5.8x, or 8.2x after
deducting PPX maintenance capital spending and interest from PPX
EBITDA, and in the range of 10x after deducting PPX interest,
maintenance capital spending, and LBP interest expense.  At the
expected initial PPX cash distribution of $0.50/unit per quarter
to common and subordinated units, and the expected payout on the
GP interest, LBP would generate in the range of $21.5 million in
EBITDA.  After expected interest expense in the range of
$11 million to $12 million, initial interest coverage approximates
1.8x to 2x.

TLB is in a very junior position relative to PPX debt and cash
flow.  LBP's cash flow is generated by PPX cash distributions to
subordinated and general partner units. It is structurally
subordinated to all PPX obligations, further effectively
subordinated to PPX secured bank debt, and virtually all TLB cash
flow is subordinated in rank to the common unit holders' claim to
PPX distributions.  If facing reduced or stressed cash flow, PPX
can cut distributions to subordinated units yet maintain full
minimum quarterly distribution to common units to support their
market value.

Offshore California oil production declines some 7% to 8% per year
while onshore production from the San Joaquin Valley declines
roughly 3% per year, restraining PPX cash flow. To organically
sustain or grow cash flow, PPX must offset the impact of the
resulting throughput declines in its California gathering and
pipeline systems.

However, three offsets to that decline include: pricing power to
raise tariffs on remaining throughput; rising throughput and
utilization of the Pacific Terminal segment (utilization up to 86%
in 2004 from 78% in 2003); and PPX's rising Rocky Mountain system
throughput.  California declines could also slow if the firms
operating the offshore California Rocky Point play can add
significantly to an initial Rocky Point drilling success.  Still,
that well is now producing at roughly one-half its 2004 initial
production rate, indicating steep production declines on any
future successes.

While Moody's anticipates progressively rising Rocky Mountain
throughput over the intermediate term, ultimate growth in
southbound Canadian synthetic crude oil flows relies on very
substantial capital investment before most U.S. refiners can run
substantially higher proportions of synthetic crude oil.

PPX's strategy includes the acquisition of regional crude oil
gathering and pipeline systems that, ideally, had been run as cost
centers within larger marketing, supply, and trading divisions of
major oil companies.

PPX seeks to then boost throughput by more aggressively marketing
for regional volumes, promoting rationalization of regional flows
through its midstream infrastructure, and, internally expanding
capacity.

With a stable rating outlook, and subject to at least $182 million
of cash common equity funding, Moody's assigned these ratings for
LBP:

   -- B1 for a pending $170 million senior secured 7-year Term
      Loan B.

   -- B1 senior implied rating.

   -- B2 senior unsecured issuer rating (notional unsecured non-
      guaranteed issuer debt).

Pacific Energy Partners is headquartered in Long Beach,
California.  LB Pacific will be headquartered in New York, New
York.  PPX will continue to pursue growth in the Rocky Mountains
and California as well as in other regions and asset classes.


PACIFIC ENERGY: Ups Unitholder Distribution for 2004 4th Quarter
----------------------------------------------------------------
Pacific Energy Partners, L.P. (NYSE:PPX) reported an increase in
its cash distribution for the quarter ended December 31, 2004, to
$0.50 per unit ($2.00 per unit annualized).  This distribution,
which is payable February 14, 2005, to unitholders of record as of
January 31, 2005, represents a 2.6 percent increase over the
distribution for the quarter ended September 30, 2004, of $0.4875
per unit ($1.95 per unit annualized).

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

                         *     *     *

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


PANAMSAT CORP: Extends 9% Senior Debt Exchange Offer Until Jan. 28
------------------------------------------------------------------
PanAmSat Corporation is extending the expiration date for the
exchange offer relating to certain of its outstanding senior
notes.

The exchange offer relates to the exchange of $1,010 million in
aggregate principal amount of the Company's outstanding 9% Senior
Notes due 2014, issued on Aug. 20, 2004, for a like principal
amount in new notes registered under the Securities Act of 1933.  
The exchange offer, which commenced Dec. 22, 2004, will now expire
at 5:00 p.m., New York City time, on Jan. 28, 2005, unless
extended.

Except for the absence of transfer restrictions under the federal
securities laws, registration rights, and certain special interest
rate provisions applicable to the Original Notes, the Exchange
Notes are identical to the Original Notes.  Except for the
extension of the expiration date, all terms and conditions of the
exchange offer remain unchanged and in full force and effect.

As of Jan. 21, 2005, holders of approximately $1,007 million in
aggregate principal amount of Original Notes have tendered
Original Notes pursuant to the exchange offer.

Requests for assistance regarding the exchange offer or for copies
of the exchange offer materials should be directed to The Bank of
New York, the exchange agent for the exchange offer, at (212) 815-
6331.

                        About the Company

Through its owned and operated fleet of 24 satellites, PanAmSat is
a leading global provider of video, broadcasting and network
distribution and delivery services.  In total, the Company's in-
orbit fleet is capable of reaching over 98 percent of the world's
population through cable television systems, broadcast affiliates,
direct-to-home operators, Internet service providers and
telecommunications companies. In addition, PanAmSat supports the
largest concentration of satellite-based business networks in the
U.S., as well as specialized communications services in remote
areas throughout the world.  For more information, visit the
Company's web site at http://www.panamsat.com/

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 29, 2004,
Standard & Poor's Ratings Services assigned its 'B+' rating to the
proposed $250 million (gross proceeds) senior discount notes due
2014 of PanAmSat Holding Corp., a newly formed holding company
that will own 100% of fixed satellite services operator PanAmSat
Corp.  These entities are analyzed on a consolidated basis.  The
notes are being offered under Rule 144A with registration rights,
and proceeds will be used to fund a dividend to shareholders.  All
existing ratings on PanAmSat Corp., including the 'BB' corporate
credit rating, were affirmed.  The outlook is stable.  Pro forma
for the new notes, total debt outstanding is about $4 billion.

The dividend underlines the more aggressive financial policy of
PanAmSat under its new owners, Kohlberg, Kravis, Roberts & Co. --
KKR, The Carlyle Group, and Providence Equity Partners, which
purchased the company in August 2004.  Despite PanAmSat's
inherently consistent strong free cash flow, the financial policy
suggests a likelihood of a slower rate of deleveraging than
historically demonstrated by the company.  Debt to EBITDA will
increase minimally with the proposed transaction and remains in
the low-to-mid 6x area appropriate for the ratings.  However,
Standard & Poor's has not factored further debt-financed dividends
into the stable outlook while leverage is at the current level.

"The ratings on PanAmSat reflect financial risk from acquisition-
related debt; a likelihood of potential acquisitions, which could
limit near-term financial profile improvement; and an aggressive
financial policy," said Standard & Poor's credit analyst Eric
Geil.  "Business risk concerns include mature industry growth
prospects, excess satellite capacity over less-developed regions,
competition from terrestrial networks for point-to-point traffic,
and potential risk of satellite failure."


PARAMOUNT RESOURCES: Amending Exchange Offer for Senior Notes
-------------------------------------------------------------
Paramount Resources Ltd. (TSX:POU) is amending its exchange offer
and consent solicitation for its senior unsecured notes following
negotiations with representatives of the noteholder committee
formed in response to the Notes Offer.  The principal amendments
are:

   -- the cash component of the consideration for each US$1,000 of
      7-7/8% Senior Notes due 2010 and 8-7/8% Senior Notes due
      2014 will be US$138.05 and US$220.20, respectively; and

   -- the terms of the new Paramount notes to be issued in
      exchange for the 2010 Notes and 2014 Notes will be changed
      so that:

      * the maturity date will be January 31, 2013

      * the interest rate will be 8.5% per year

      * Paramount's obligations under the notes will be secured by
        substantially all of the trust units held by Paramount
        immediately following completion of its proposed trust
        spin-out transaction; and

      * if, on September 30, 2005, noteholders owning more than
        50% of the notes so elect, Paramount will be required to
        increase the interest rate to 10.5% per year commencing
        February 1, 2006, and, if so required, Paramount will be
        entitled to redeem all of the notes at any time on or
        before January 31, 2006 at par plus accrued and unpaid
        interest.

Details of the amendments will be set forth in an amendment to
Paramount's prospectus supplement and solicitation statement for
the Notes Offer, which is expected to be sent to noteholders and
filed with securities regulatory authorities shortly.  The amended
Notes Offer will be conditional upon Paramount obtaining requisite
consents from the lenders under its existing senior credit
facilities, which Paramount expects to obtain.

The offer expiration date for the Notes Offer has also been
extended to 5:00 pm New York time on February 4, 2005.

Noteholders beneficially owning or controlling, directly or
indirectly, approximately 30% of the 2010 Notes and approximately
43% of the 2014 Notes have entered into agreements with Paramount
pursuant to which they have agreed to tender their notes to the
amended Notes Offer.  The notes covered by the tender commitments
together with the notes already tendered under the offer exceed
the amount necessary to satisfy the minimum tender condition of
the offer.  Paramount intends to proceed with the special meeting
of securityholders necessary to approve its proposed trust
spin-out transaction, which is now anticipated to be held in late
March.

Paramount is a Canadian oil and natural gas exploration,
development and production company with operations focused in
Western Canada.   Paramount's common shares are listed on the
Toronto Stock Exchange under the symbol "POU".

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 23, 2004,
Moody's affirmed the B3 senior implied and assigned a B3 rating to
the company's new senior unsecured exchange notes offering for
Paramount Resources, Ltd, following the company's announced
spin-off of the majority of its reserves into a yet to be created
Unit Trust.

While the ratings have been affirmed, the outlook remains negative
and the company's ability to retain the ratings will depend on how
soon after the transaction's close that management clearly
declares in what time frame it will monetize the units to reduce
debt to supportable levels.  It is Moody's expectation that the
company will utilize the units to fund future acquisitions or
reduce debt, however, the timing and amounts of are key to the
ratings, especially given the amount of pro forma leverage
(approximately CAD $16.02/boe or US$13.60/boe) against the
company's very short PD reserve life of 4.4 years.

As reported in the Troubled Company Reporter on Dec. 15, 2004,
Standard & Poor's Ratings Services placed its 'B+' long-term
corporate credit and 'B' long-term senior unsecured debt ratings
on Calgary, Alberta-based Paramount Resources Ltd. on CreditWatch
with negative implications following the company's announcement of
its intention to seek shareholder and bondholder approval to
spin-off a portion of its existing asset base into a new Canadian
income trust.  The proposed spin-off will affect the ratings on
the US$215 million of public debt remaining after the announced
repurchase of about US$85 million in debt.


RAINBOW NATIONAL: Moody's Reviewing Ratings & May Upgrade
---------------------------------------------------------
Moody's Investors Service placed the ratings of Rainbow National
Services LLC on review for possible upgrade following Cablevision
Systems Corporation's announcement that Rainbow DBS will sell its
Rainbow 1 direct broadcast satellite and certain other related
assets to a subsidiary of EchoStar for $200 million in cash.

Moody's views Rainbow Media's strategy, Rainbow National's parent
to exit the satellite business as a credit positive for the
company given that Rainbow Media planned to fund Rainbow DBS
segment's development with Rainbow National's cash flow.

The review will focus on Moody's assessment of:

   1. the increasing uncertainty regarding Rainbow's long term
      business and financial strategy following the exit from the
      satellite business;

   2. the improvement to credit metrics as Rainbow National will
      no longer be funding the large capital expenditures
      necessary to develop the DBS segment;

   3. the costs associated with closing down the operations of
      VOOM and the likelihood that VOOM will remain a cash drain
      to Rainbow Media over the near term as the Company services
      its existing customers; and

   4. the potential for the parent company to continue to utilize
      Rainbow National as the funding vehicle for other
      speculative investments.

The ratings under review for possible upgrade:

   1. B1 rating on the $350 million senior secured revolving
      credit facility,

   2. B1 rating on the $600 million senior secured Term Loan B,

   3. B3 rating on the $300 million of senior unsecured notes due
      2012,

   4. Caa1 rating on the $500 million of senior subordinated notes
      due 2014,

   5. B2 senior implied rating, and

   6. B3 senior unsecured issuer rating.

Rainbow National Services LLC, headquartered in Jericho, New York,
supplies television programming to cable television and direct
broadcast service providers throughout the United States.  The
Company operates three entertainment programming networks,
American Movie Classics, Women's Entertainment, and The
Independent Film Channel.


RELIANCE GROUP: High River Wants Court to Consider Objection
------------------------------------------------------------
High River Limited Partnership complains that the First Amended  
Plan of Reorganization for Reliance Financial Services  
Corporation filed by Official Committee of Unsecured Creditors  
was proposed in bad faith.

"The circumstances surrounding the filing of this Plan are so  
fatally contaminated by the bad faith conduct of the Plan's  
proponent, the Official Committee of Unsecured Creditors, that  
the Plan does not and cannot satisfy 11 U.S.C. Section  
1129(a)(3)," Edward S. Weisfelner, Esq., at Brown, Rudnick,  
Berlack & Israels, in New York City, says.

On July 2, 2004, High River abandoned its (1) appeal of a  
Bankruptcy Court Order approving a Settlement Term Sheet that  
resolves claims between the Debtors and provides post-
confirmation funding to RFSC and (2) objection to the  
reorganization plan filed by the Official Unsecured Bank  
Committee for RFSC, pursuant to an agreement with the Bank  
Committee.  The Agreement prohibited the Bank Committee from  
making any modifications to the Plan without High River's  
consent.  In October 2004, the Bank Committee circulated a  
modified RFSC Plan that settled the Pension Benefit Guaranty  
Corporation's claims.  After approving the settlement, the Court  
made clear that High River could object to the RFSC Plan on the  
basis of its Agreement with the Bank Committee.  The Committees  
recognized the futility of trying to confirm the RFSC Plan  
without High River's consent.  In response, the Creditors'  
Committee filed a "new" plan, which is substantially identical to  
the RFSC Plan that included the modifications that High River  
found objectionable.   

After the Court called out the Bank Committee for unilaterally  
modifying High River's rights under the RFSC Plan, the Creditors'  
Committee suddenly has stepped up as the token proponent of the  
very same plan.  The Creditors' Committee did what the Bank  
Committee could not: breach the Agreement by modifying the Bank  
Committee's Plan without High River's written consent.  The  
Creditors' Committee is acting as a mere surrogate for the Bank  
Committee to eviscerate the contractual rights of High River.

The "new" plan is identical to the Bank Committee's Plan.  Mr.  
Weisfelner says that the Creditors' Committee intends to  
eliminate High River's rights and effect the modifications to the  
RFSC Plan by tacking its name onto the modified RFSC Plan and  
changing the title.  There is nothing "fair" or "honest" in a  
figurehead plan proponent's efforts to evade a creditor's rights.

        The Plan Does Not Comply With Cramdown Provisions

The Creditors' Committee intends to cramdown the Plan pursuant to  
Section 1129(b).  However, Mr. Weisfelner states that the Plan  
cannot satisfy Section 1129(b)(2)(A) because the treatment of the  
Bank Claims in Class 2 does not provide the "indubitable  
equivalent" of their claims.  If a plan proposes to satisfy an  
allowed secured claim through substitution of the secured  
creditor's collateral, the Court must ensure that the substituted  
security is compensatory and the secured creditor will be paid.

The Creditors' Committee must establish that the New RFSC Common  
Stock to be issued to Bank Creditors is the "indubitable  
equivalent" of the pledge under the Bank Credit Agreement of all  
Reliance Insurance Company stock.  "This it cannot do," Mr.  
Weisfelner asserts, based on three factors:

  (1) The stability of the proffered securities;  

  (2) The transferability and liquidity of proffered securities;   
      and  

  (3) A margin between the value of the securities and the  
      creditor's allowed secured claim.

There are onerous restrictions on the transfer of the New RFSC
Common Stock.  The New RFSC Common Stock may not be transferred  
for one year after the Effective Date.  Redemption, cancellation  
or transfer requires prior written approval of the Board.  The  
New RFSC Common Stock may be subject to the registration  
requirements of the Securities Act.  These provisions render the  
New RFSC Common Stock non-transferable.  

The Creditors' Committee has not established the stability of the  
New RFSC Common Stock or the existence of a margin between the  
value of the New RFSC Common Stock and the RIC stock that secures  
the Bank Debt.  There is no demonstration that the New RFSC  
Common Stock satisfies the "indubitable equivalent" requirement  
of Section 1129(b)(2)(A)(iii).  Accordingly, the Plan cannot be  
crammed down pursuant to Section 1129(b).

                          *     *     *

On January 10, 2005, High River notified the Creditors' Committee  
of an agreement to sell its claims to a third party.  As a  
result, High River withdrew the Confirmation Objection and  
related discovery requests, without prejudice.  Upon receiving  
the withdrawal notice, the Creditors' Committee turned its  
attention to other pressing matters.  On January 14, 2005, High  
River disclosed that the deal to sell its claims had fallen  
through and the Confirmation Objection would be reinstated.

The Official Committee of Unsecured Creditors objects to the  
reinstatement.  Arnold Gulkowitz, Esq., at Orrick, Herrington &  
Sutcliffe, in New York City, asserts that the Notice was untimely  
because the January 7, 2005 objection deadline had passed.

Mr. Gulkowitz notes that High River is a sophisticated distressed  
debt investor.  Reasoning that the costs of pursuing the  
objection were unworthy given the projected claims sale, High  
River made an economic decision to withdraw its Objection and  
cease related efforts.  Therefore, High River assumed the risks  
associated with the claims sale.  The Court should not bail High  
River out for a claims sale that went bust.

High River's attempt to resurrect its Objection through the  
reinstatement is nothing more than an untimely confirmation  
objection and an attempt to circumvent the objection deadline.   

Also, Mr. Gulkowitz says that the Creditors' Committee  
would be prejudiced because it has not prepared a written  
response.  The Committee was led to believe that the Objection  
had gone away.  Therefore, the Notice is a litigation tactic to  
distract and interfere with the Creditors' Committee.

                       High River Responds

The Creditors' Committee is trying to distract the Court from the  
Plan's fatal defects, Mr. Weisfelner says.

Mr. Weisfelner asserts that the Plan should be considered on the  
merits -- not on a meritless claim of untimeliness.  An objection  
from a creditor of High River's size cannot be ignored due to an  
alleged procedural defect.  This Court should not confirm a Plan  
produced in bad faith, let alone dispose of an objection by a  
major creditor on the basis of some purported prejudice.   

Mr. Weisfelner tells Judge Gonzalez that the Creditors' Committee  
has suffered no prejudice from the reinstatement of High River's  
Objection.  High River acted within its rights after clearly  
indicating that the withdrawal was without prejudice.  The  
Creditors' Committee has been aware of High River's objections  
for over ten days.  The Creditors' Committee cannot have been  
prejudiced by the short period between the notice of withdrawal  
and the reinstatement of the objection.   

Mr. Weisfelner notes that the Creditors' Committee has been aware  
of the issues of bad faith for some time.  It has had ample time  
to develop a response to the Plan's defects under Section 1129.   
The issues raised by High River are not new to the Creditors'  
Committee, or its silent partner, the Bank Committee.

If the Creditors' Committee, or the true proponent, the Bank  
Committee, wanted more time to respond to High River's objection,  
it should have sought a hearing adjournment.  The Court should  
not allow the Creditors' Committee to weasel into confirmation  
through gamesmanship and maneuvering.

Headquartered in New York, New York, Reliance Group Holdings, Inc.
-- http://www.rgh.com/-- is a holding company that owns 100% of
Reliance Financial Services Corporation. Reliance Financial, in
turn, owns 100% of Reliance Insurance Company. The holding and
intermediate finance companies filed for chapter 11 protection on
June 12, 2001 (Bankr. S.D.N.Y. Case No. 01-13403) listing
$12,598,054,000 in assets and $12,877,472,000 in debts. The
insurance unit is being liquidated by the Insurance Commissioner
of the Commonwealth of Pennsylvania. (Reliance Bankruptcy News,
Issue No. 66; Bankruptcy Creditors' Service, Inc., 215/945-7000)


RIVIERA TOOL: Losses & Covenant Breach Prompt Going Concern Doubt
-----------------------------------------------------------------
Riviera Tool Company sustained both a significant loss from
operations as well as net loss during fiscal 2004.  This loss
resulted in an accumulated deficit.  Further, the Company was not
in compliance with the covenants of its long-term loan agreement
causing the Company's debt to be classified as current in the
financial statements.  The Company currently has an extension of
the agreement until March 15, 2005.  These factors, among other
things, raised substantial doubt about the Company's ability to
continue as a going concern.

The Company's total bank debt as of November 30, 2004, was
$14.8 million, all of which is classified as short-term debt.  As
of November 30, 2004, the Company was in default of its loan
covenants with its lenders.  As a result the Company has
negotiated a $5.0 million Revolving Line of Credit until
January 28, 2005, thereafter such amount reduces to $4.0 million.   
The Revolving Line of Credit has a balance outstanding of
approximately $4.6 million, as of January 3, 2005.  The Company
also has term notes with an aggregate outstanding balance of
$1,716,971, expiring March 15, 2005.  The Revolving Line of Credit
bears interest at the bank's prime rate plus 4.0 percent (an
effective rate of 9.0% at November 30, 2004) and the term notes
bear interest at the bank's prime rate plus 4.25 percent (an
effective rate of 9.25% at November 30, 2004).  The Company also
has two subordinated debt notes payable totaling $4,008,124, which
includes $1,008,124 bearing interest at 11% and $3,000,000 bearing
interest at 14%, plus deferred interest of 6%.

The Company believes that the revolving line of credit and the
funds generated from operations, will be sufficient to cover
anticipated cash needs through fiscal 2005. However, depending on
Company's primary lenders willingness to extend the due date of
the facility as well as the level of future sales, terms of such
sales, financial performance and cash flow of existing contracts,
such financing may not be sufficient to support operations.   
Therefore, the Company may be required to seek additional sources
of funding.

                        About the Company

Riviera designs, develops, and manufactures medium to large scale
stamping die systems used in the high speed production of sheet
metal parts and assemblies.


RYLAND MORTGAGE: Moody's Pares Rating on Class B-1 Certs. to B2
---------------------------------------------------------------
Moody's Investors Service has upgraded ten certificates from three
transactions and has downgraded one certificate from one
transaction, issued by Ryland Mortgage in 1994.  The transactions
are backed by first-lien adjustable-rate mortgage loans.

The ten subordinate certificates have been upgraded because of the
substantial build-up in credit support.  The projected pipeline
losses are not expected to significantly affect the credit support
for these certificates.  The seasoning of the loans and low pool
factor reduces loss volatility.

The one subordinated certificate has been downgraded because of
weak performance of the underlying loans with historical and
expected cumulative losses exceeding original expectations.  The
class B-2 and B-3 certificates are fully written-down and the B-1
class has already taken significant write-downs.

Moody's complete rating actions are:

Issuer: Mortgage Participation Securities

Seller: Ryland Mortgage Securities Corporation

Upgrade:

   * Series 1994-3; Class A-2, upgraded to Aaa from Aa2
   * Series 1994-3; Class B-1, upgraded to Aa2 from A3
   * Series 1994-3; Class B-2, upgraded to Aa2 from A3
   * Series 1994-4; Class B-1, upgraded to Aaa from Aa2
   * Series 1994-4; Class B-2, upgraded to Aaa from Aa2
   * Series 1994-4; Class C-1, upgraded to Aa2 from A2
   * Series 1994-4; Class C-2, upgraded to Aa2 from A2
   * Series 1994-5; Class M-1, upgraded to Aaa from Aa2
   * Series 1994-5; Class M-2, upgraded to Aa2 from A1
   * Series 1994-5; Class M-3, upgraded to A2 from Baa1

Downgrade:

   * Series 1994-5; Class B-1, downgraded to B2 from Ba2


SBC COMMUNICATIONS: Inks Networking Contract with Walgreen Co.
--------------------------------------------------------------
SBC Communications Inc. (NYSE:SBC) signed a new voice and data
networking contract with Illinois-based Walgreen Co., the nation's
largest drugstore chain.

Under terms of the contract, SBC companies will provide various
voice, data networking, and managed services to more than 2,000
Walgreens locations nationwide.  This nationwide agreement
enhances an already solid relationship between Walgreen Co. and
SBC companies.

"We were seeking a major provider that would not only provide
excellent customer service and a simplified rate structure, but
one that would also match our scale and scope," said Trent Taylor,
Senior Vice President and CIO, Walgreen Co.  "We're confident that
SBC companies will be able to help us meet our needs today while
also accommodating our expected growth in the future."

"We're excited to expand our relationship with Walgreens while
further demonstrating our ability to provide a single point-of-
contact for network management and maintenance needs on a national
scale," said Bob Ferguson, president, SBC Global & Enterprise
Markets.

                        About Walgreen Co.

Walgreen Co. is the nation's largest drugstore chain with fiscal
2004 sales of $37.5 billion.  The company operates 4,683 stores in
44 states and Puerto Rico, and plans to open about 450 new stores
nationwide in fiscal 2005.  Walgreens also provides additional
services to pharmacy patients and prescription drug plans through
Walgreens Health Initiatives, Walgreens Mail Service, Walgreens
Specialty Pharmacy and Walgreens Home Care.

                        About the Company

SBC Communications Inc. -- http://www.sbc.com/ -- is a Fortune 50  
company whose subsidiaries, operating under the SBC brand, provide
a full range of voice, data, networking, e-business, directory
publishing and advertising, and related services to businesses,
consumers and other telecommunications providers.  SBC holds a 60
percent ownership interest in Cingular Wireless, which serves more
than 46 million wireless customers.  SBC companies provide high-
speed DSL Internet access lines to more American consumers than
any other provider and are among the nation's leading providers of
Internet services.  SBC companies also now offer satellite TV
service.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 12, 2004,
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit ratings on R.H. Donnelley Corp. (RHD) and its operating
subsidiary, R.H. Donnelley Inc. (RHDI), as well as RHDI's 'B+'
subordinated debt rating.  In addition, Standard & Poor's placed
its 'B+' senior unsecured debt rating on RHDI on CreditWatch with
positive implications.  The outlook is stable.


SOLUTIA: U.S. Trustee Amends Equity Holders Committee Membership
----------------------------------------------------------------
The United States Trustee for Region 2 advises the U.S. Bankruptcy
Court for the Southern District of New York that D.C. Capital
Advisors, Limited, is now a member of the Official Committee of
Equity Security Holders of Solutia, Inc., and its debtor-
affiliates.

The Equity Committee comprises of:

       1.  Couchman Partners, LP
           800 Third Avenue, 31st Floor
           New York, New York 10022
           Attention: Jonathan M. Couchman
           Tel. No. (212) 287-0725

       2.  Candlewood Capital Management
           47 Hulfish Street, Suite 210
           Princeton, New Jersey 08542
           Attention: Robert Hoffman
           Tel. No. (609) 688-3510

       3.  Prescott Group Capital Management, LLC
           1924 South Utica, Suite 1120
           Tulsa, Oklahoma 74104
           Attention: Jeffrey D. Watkins
           Tel. No. (918) 747-3412

       4.  Franklin Advisors, Inc.
           One Franklin Parkway
           San Mateo, California 94403
           Attention: Richard L. Kuersteiner
           Tel. No. (650) 312-4525

       5.  D.C. Capital Advisors, Limited
           800 3rd Avenue, 40th Floor
           New York, New York 10022
           Attention: Douglas L. Dethy
           Tel. No. (212) 446-9330

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)


SPIEGEL INC: Eddie Bauer Names David Makuen Marketing Vice Pres.
----------------------------------------------------------------
Eddie Bauer, Inc., the premium outdoor-inspired casual wear brand,
announced that David Makuen has joined the company as Vice
President, Marketing.  Mr. Makuen will be responsible for the
company's go-to-market strategy, including leading the voice and
creative execution of the brand across all channels and all
customer touch points.  He will report to Eddie Bauer President &
CEO Fabian Mansson.

Most recently, Mr. Makuen served as vice president, marketing of
the direct division for the Ann Taylor and LOFT brands.  While at
Ann Taylor he oversaw the communication of the brand experience
for the catalog and online channels and was responsible for multi-
channel marketing focused on brand awareness, customer loyalty,
and acquisition and conversion strategies.

"David is a retailer in the best sense of the word.  He is engaged
in the marketplace and approaches every aspect of his profession
with energy, passion and drive," Mr. Mansson said.  "His
experience, personality and leadership skills are the perfect
complement to our team."

Specifically, Mr. Makuen will oversee Eddie Bauer's brand
communications, retail creative design, apparel marketing  
programs, HOME and Outlet marketing programs, copy writing and  
credit and loyalty programs.

"With great product and a brand heritage that spans more than 80
years, it will be a pleasure to lead the strategy that will guide
innovative and creative programs to communicate the authentic,
American lifestyle of this brand and the style of the premium
product that allows consumers to enjoy it," Mr. Makuen said.

"With high brand awareness, a reputation for customer service and
quality, and a strong tri-channel platform, Eddie Bauer is
uniquely positioned to provide an exceptional customer
experience."

Mr. Makuen's other experience includes the foundation of
Getwear.com, an e-tailing company for which he also served as  
CEO.  He has also served in the role of vice president, marketing  
for Renaissance Cosmetics, Inc., and Dana Perfumes.  His first  
day at Eddie Bauer was to be on January 18, 2004.

Eddie Bauer is a premium outdoor-inspired casual wear brand  
offering distinctive clothing, accessories and home furnishings  
for men and women that reflect a modern interpretation of the  
company's unique outdoor heritage.  Eddie Bauer offers premium  
merchandise through its two retailing concepts: Eddie Bauer(R)  
and Eddie Bauer Home(R).  In its 83-year history, Eddie Bauer has  
evolved from a single store in Seattle to a tri-channel,  
international company with more than 400 stores, 100 million  
catalogs and online Web sites:

     * http://www.eddiebauer.com
     * http://www.eddiebauerhome.com
     * http://www.eddiebaueroutlet.com

Eddie Bauer operates stores in the U.S. and Canada, and through  
joint venture partnerships in Germany and Japan.

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


TECHNOLOGY TEAM: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Technology TEAM, Inc.
        dba TEAM Consulting
        6315 Bren Mar Drive, Suite 250
        Alexandria, Virginia 22312

Bankruptcy Case No.: 05-10190

Type of Business: The Debtor specializes in website development
                  and a variety of general information technology
                  support services.
                  See http://www.tteam.com/

Chapter 11 Petition Date: January 20, 2005

Court: Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Debtor's Counsel: Thomas P. Gorman, Esq.
                  Tyler, Bartl, Gorman & Ramsdell, PLC
                  700 South Washington Street Suite 216
                  Alexandria, VA 22314
                  Tel: 703-549-5010
                  Fax: 703-549-5011

Total Assets: $1 Million to $10 Million

Total Debts:  $500,000 to $1 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
BB&T of Virgina               Business Loan             $588,471
P.O. Box 580003
Charlotte, NC 28258

BB&T of Virginia                                        $103,211
Business Loan Center
P.O. Box 580003
Charlotte, NC 28258

First Potomac Realty Trust                               $24,687
P.O. Box 220212
Chantilly, VA 20151

Bank One                                                 $17,240

Advanta Business Card         Credit Card                $16,628

Blue Cross/Blue Shield                                   $13,696

CitiBusiness Card             Credit Card                 $7,719

Adam Blydenburgh              Vendor                      $5,662

Jeffrey Vogelman                                          $5,082

Washington Business Journal                               $3,580

SAVVIS                                                    $3,570

General Services                                          $2,133
Administration

Principal Financial Group                                 $2,182

Federal Express                                           $2,120

Nextel Communications                                     $1,949

Angel J. Garcia                                           $1,922

Judd Squitier                                             $1,922

The Micro Source                                          $1,596

INTERNAP                                                  $1,377

Hotjobs.com                                               $1,080


TOWER AUTOMOTIVE: S&P Junks Corporate Credit Rating
---------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Tower Automotive Inc., to 'CCC' from 'B' and lowered all
other ratings on the company and related entities.  Ratings were
also removed from CreditWatch where they were placed on
Dec. 3, 2004.  Total debt outstanding at Sept. 30, 2004, was about
$1.5 billion.

"The downgrade reflects heightened financial stress caused by
increased near-term liquidity pressures," said Standard & Poor's
credit analyst Daniel DiSenso.  "Although Tower is pursing
alternatives to improve liquidity, it may be forced to undertake a
financial restructuring that could impair bondholders unless
production schedules of two major customers, Ford Motor Company
[BBB-/Stable/A-3] and General Motors Corporation [BBB-/Stable/A-3]
strengthen by mid-2005."

Tower announced that liquidity would be adversely affected in the
first quarter of 2005 by two events:

   (1) a $40 million negative impact of longer-than-expected
       holiday plant shutdowns by its automaker customers, and

   (2) a $17 million adverse impact from the elimination of some
       original equipment manufacturer (OEM) early payment
       programs.

Thus, liquidity at the end of the first quarter will be
significantly tighter than we had expected.  Available
liquidity, after subtracting the $50 million minimum required
under bank covenants, may be less than $50 million.  Moreover,
while the company was in compliance with third-quarter 2004 bank
covenants, Tower could soon be in violation, as covenants
tightened in the fourth quarter and will again in the
first quarter of 2005, and the company would thus require a waiver
or amendment to cure a technical default.

Novi, Michigan-based Tower is a major supplier of automotive
structural components and assemblies.  Operating performance
should gradually improve over the next couple of years as Tower
benefits from a number of 2004 launches and cost reduction
actions, although increasingly challenging industry conditions
may partially offset efforts to turn the business around.

Tower's financial profile is very weak because of an onerous debt
burden and tight liquidity, and improvement, absent a
recapitalization, will be gradual.


TXU CORP: Agrees to Settle Shareholder Class Action Litigation
---------------------------------------------------------------
TXU Corp. (NYSE: TXU) reached a comprehensive settlement regarding
the consolidated amended securities class action lawsuit initially
filed against the company in October 2002.  The agreement, in
which TXU Corp. denies any liability, includes a one-time payment
of $150 million to the class members, which are purchasers of TXU
Corp. securities between Apr. 26, 2001 and Oct. 11, 2002, and,
subject to Board of Directors approval, the adoption of certain
corporate governance initiatives.

TXU Corp. has reached agreement with certain of its directors' and
officers' insurance carriers for the payment of $66 million of the
settlement amount and expects to recover additional amounts from
other carriers.  The remaining $84 million is less than the amount
previously reserved for the settlement of litigation cases.  As a
result, the expense accrual of $100 million ($65 million after
tax) recorded in the second quarter will be reduced by $16 million
($10 million after tax) in the fourth quarter of 2004.  As with
the second quarter 2004 expense, the benefit resulting from the
reduction in the accrual will not affect the company's operational
earnings expectations.  The accrual could be reduced further if
additional amounts are received under insurance policies as
expected.  The payment is expected to be placed in trust within 60
days and will be sourced from the insurance carriers and from TXU
Corp. cash on hand and available credit facility capacity.

As part of the settlement, TXU Corp.'s Board of Directors will
consider for adoption several new corporate governance
initiatives, consistent with the Company's ongoing commitment to
governance excellence.  The governance initiatives to be
considered by TXU Corp.'s Board of Directors as part of the
settlement include:

   -- Criteria for determining director independence that
      are more stringent than the current NYSE criteria   
      previously adopted by the Company;
     
   -- Annual review of director compensation by TXU Corp.'s    
      Organization and Compensation Committee;
     
   -- A policy requiring majority shareholder approval
      prior to the adoption of any stock option plan
     
   -- Establishment of stock ownership guidelines for directors.

Additionally, consistent with TXU Corp.'s ongoing governance
initiatives, the TXU Corp. Board of Directors will replace at
least two directors no later than May 2006 with candidates who
meet pre-defined independence criteria.

C. John Wilder, TXU Corp.'s Chief Executive Officer, stated,
"Settling this litigation now removes the distractions, expense
and uncertainty that accompany such litigation and enables us to
look ahead and focus on delivering on our restructuring plan and
improving the performance and competitiveness of our core
businesses.  Shareholders will also benefit from governance
initiatives that are adopted as part of this settlement.  These
initiatives will complement TXU's ongoing commitment to governance
excellence."

The parties are finalizing the settlement agreement before
submitting it to the Court.  The settlement agreement is subject
to various conditions, including preliminary approval by the
Court, notice to the class, and final approval and judgment by the
Court. TXU Corp. denies any liability or violation of law but has
agreed to settle to avoid the burden, distractions, costs and
uncertainties of such litigation.  Terms of the settlement and the
procedures which class members may follow will be set forth in a
notice to be sent to the class by their attorneys.

                        About the Company

TXU Corp., http://www.txucorp.com/a Dallas-based energy company,  
manages a portfolio of competitive and regulated energy businesses
in North America, primarily in Texas.  TXU Power has over 18,300
megawatts of generation in Texas, including 2,300 MW of nuclear-
fired and 5,837 MW of lignite/coal-fired generation capacity. TXU
Corp. is also the largest purchaser of wind-generated electricity
in Texas and among the top five purchasers in North America.  In
Texas, providing power to 2.9 million electric delivery points
over more than 98,000 miles of distribution and 14,000 miles of
transmission lines.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 12, 2004,
Fitch Ratings affirmed the senior unsecured and preferred stock
ratings of TXU Corp. at 'BBB-' and 'BB+', respectively.  The
Ratings Outlook for TXU Corp. is Stable.


UAL CORP: Wants to Modify Labor Contracts with Flight Attendants
----------------------------------------------------------------
UAL Corporation and its debtor-affiliates ask the United States
Bankruptcy Court for the Northern District of Illinois to
authorize modifications to their labor agreement with the
Association of Flight Attendants - CWA.

The Debtors have been trying to modify collective bargaining  
agreements with their unions.  On November 5, 2004, the Debtors  
filed a request pursuant to Section 1113(c) of the Bankruptcy  
Code to reject the AFA-CWA collective bargaining agreement, among  
others.  The Debtors have repeatedly stated that consensual  
agreements with the unions are preferable.  Also, on November 5,  
the Debtors presented their unions, including the AFA, with  
opening proposals to modify the collective bargaining agreements.   
Since that time, the Debtors have engaged in intense discussions  
with the AFA's negotiating committee to agree on a contract that  
would achieve the needed cost reductions, while avoiding Section  
1113(c) relief against the AFA.  

James H.M. Sprayregen, Esq., at Kirkland & Ellis, in Chicago,  
tells the Court that on January 11, 2005, the Master Executive  
Council of the AFA accepted a term sheet from the Debtors.  The  
membership ratification process began on January 18 and should be  
completed by January 31, 2005.  

Under the Letter Agreement, all hourly pay rates will be reduced  
by 9.5%, effective January 7, 2005.  Purser, galley, LIP and  
language hourly premiums will be reduced by 9.0%.  Understaffing  
Pay will be reduced from $10.00 to $5.00 per hour.  From 2007  
through 2009, pay rates will increase by 2.0% every year.  The  
Agreement provides for modified vacation accrual and sick leave.   

In return for these concessions, the AFA will receive a  
percentage distribution of equity or other consideration provided  
to general unsecured creditors.  The AFA stands to receive cash  
incentives under a Success Sharing Program up to 1.0% of wages  
from 2005 through 2009, depending on the Debtors' performance in  
certain metrics.  The Debtors will withdraw their Section 1113  
Rejection Motion without prejudice as it relates to the AFA.

The AFA may terminate the Agreement if the Debtors fail to revise  
the labor contracts of other unions or fail to revise the wages  
and benefits of Salaried and Management employees.

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


UAL CORP: Names Kathryn Mikells Vice President & Treasurer
----------------------------------------------------------
UAL Corporation, parent company of United Airlines, named Kathryn
Mikells as its new vice president and treasurer.  In her new role,
Ms. Mikells is responsible for United's treasury department,
including corporate finance, risk management, cash management,
insurance and corporate tax.

"I'm delighted to announce Kathryn's appointment to this
position," said Jake Brace, United's executive vice president,
chief financial officer and chief restructuring officer.  
"Kathryn's leadership and strategic vision during the next several
months will be essential as we progress with our plans to exit
Chapter 11 and prepare for our future as a public company."

Most recently, Ms. Mikells served as United's vice president-
Corporate Real Estate, where she was responsible for United's
domestic and international real estate holdings, airport
relationships and construction activity.  Ms. Mikells joined
United in 1994 as a financial analyst.  During her nearly 11 years
with United, she has held several positions, including director of
corporate planning, managing director of United NetVentures, chief
financial officer for Mileage Plus, director of financial
analysis, manager of operating budgets and treasury manager.

Prior to joining United, Ms. Mikells spent six years in the
financial services sector, including positions at GE Capital's
Corporate Finance Group, Household International and Canadian
Imperial Bank.

"Jeff Kawalsky has been responsible for United's treasury
department for the past six years and has been vice president and
treasurer for almost three years," Mr. Brace said.  "He has chosen
to retire from United to take the treasurer position at Culligan
International.  We thank Jeff for his many contributions over 11
years of service and wish him well in his new position."

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.


UGS INC: Moody's Affirms Low-B Ratings After Review
---------------------------------------------------
Moody's Investors Service confirmed the B3 subordinated note
rating and B2 senior unsecured issuer ratings of UGS, Inc., which
were placed on review for possible downgrade following the
announcement of UGS' decision to acquire Tecnomatix Technologies.

The rating had been placed on review and other ratings affirmed on
concerns that if the $228 million acquisition is financed with
debt, the position of the notes could be weakened to an extent
that would require additional notching.  Most of UGS Inc.'s income
is earned by foreign subsidiaries, which do not guarantee the
debt.  Tecnomatix Technologies is an Israeli company, which would
not be able to guarantee the notes.

Moody's had been concerned that additional debt would materially
affect the value available to bondholders as a result of their
structural subordination to obligations of non-guarantor
subsidiaries as well as to secured debt.  As a result of changes
in intercompany agreements that allow the issuer to capture more
income from foreign subsidiaries, Moody's believes that the
existing relationship between senior and subordinated ratings can
be maintained.

The ratings affirmed are:

   -- Senior implied rating of B1;

   -- Secured term loan and revolving credit facility rated B1

   -- Speculative Grade Liquidity rating of SGL-3.

The rating outlook is now stable for all debt.  The ratings
recognize UGS Inc.'s good performance since its sale by EDS in May
2004 and the potential strategic benefit of acquiring Tecnomatix,
while noting UGS' high leverage and modest coverage, the potential
for earnings volatility, and a lack of material cash flow
generation available to reduce debt in the near term.  

Ratings could rise if UGS Inc. is able to repay a meaningful level
of debt more rapidly than expected, from operating cash flow or a
de-leveraging event such as an IPO, while maintaining or improving
operating measures.  Ratings could fall if UGS increases leverage
measures or increases debt balances significantly without a
prospect of immediate returns, utilizes its revolving credit
facility to finance operations, or suffers operating setbacks.

The secured debt and senior implied ratings both benefit from the
full enterprise value of the consolidated entity through
guarantees of domestic subsidiaries, bolstered by royalty and
other agreements between domestic and foreign entities that
transfer much of the benefit of international operations to the
U.S.  These agreements are part of the collateral for the bank
debt, and would presumably be claimed by the banks in case of
distress.

Secured lenders also benefit from a pledge of 65% of the stock of
foreign subsidiaries.  The ratings of the subordinated notes
remain somewhat more sensitive to negative changes in credit and
operating metrics than the bank debt as a result of UGS Inc.'s
corporate structure, their weak covenant protections, and a large
amount of secured debt combined with a small amount of tangible
assets.

UGS Corp. is headquartered in Plano, Texas.  The Company is one of
the leading providers of product lifecycle management software.
Twelve-month revenues are estimated to be about $1 billion for the
year ending December 2004.


USG CORP: Battle Over U.S. Gypsum's Tort Liability Ensues
---------------------------------------------------------
As reported in the Troubled Company Reporter on Nov. 11, 2004,
these Debtors:

   -- USG Corporation;
   -- USG Interiors, Inc.;
   -- USG Interiors International, Inc.;
   -- L & W Supply Corporation;
   -- Beadex Manufacturing, LLC;
   -- B-R Pipeline Company;
   -- La Mirada Products Co., Inc.;
   -- USG Industries, Inc.;
   -- USG Pipeline Company; and
   -- Stocking Specialists, Inc.,

filed a complaint against Dean M. Trafelet, the legal
representative for persons who might subsequently assert
asbestos- related personal injury claims, and the Official
Committee of Asbestos Personal Injury Claimants.

The Debtor-Plaintiffs seek a declaration that they are not liable
for, and their assets are not available to satisfy claims arising
from the asbestos liabilities of Debtor United States Gypsum
Company, which is not a plaintiff.

                   Defendants File Counterclaims

The Official Committee of Asbestos Personal Injury Claimants and
the Futures Representative ask the Court to find that the
Debtor-Plaintiffs are liable for, and that their assets are
available to satisfy claims arising from:

    -- personal injury compensation obligations arising from the
       manufacture, sale, distribution, or other use of or
       dealing in asbestos-containing materials by any of the
       Debtors; and

    -- direct liabilities arising from activities related to
       asbestos-containing products conducted in their own name
       or that of their predecessors.

Kathleen Campbell, Esq., at Campbell & Levine, LLC, in Wilmington,
Delaware, argues that the Debtors' 1984 Reorganization and the
corporate reshufflings that implemented their 1984 Plan were
undertaken for the fraudulent purpose of escaping the overall
"United States Gypsum Company" enterprise's asbestos liabilities.  
The Debtors attempted to put significant assets of the enterprise
beyond the reach of tort claimants entitled to compensation for
injuries resulting from its asbestos-related activities.  The
Debtor-Plaintiffs are, therefore, liable based on successor
liability because the 1984 Plan and the associated corporate
actions were entered into with the fraudulent intent to avoid
liability.

Prior to implementation of the 1984 Plan, the corporate entity
then called "United States Gypsum Company" dominated and
controlled its subsidiaries in a manner that requires ignoring the
entities' separate corporate existence with respect to their tort
liabilities.  "United States Gypsum Company's" subsidiaries had no
separate existence of their own and the entire enterprise was
operated as an integrated business.  "United States Gypsum
Company's" subsidiaries functioned essentially as the alter ego
and instrumentality of "United States Gypsum Company."

The implementation of the 1984 Plan did not change that reality.  
The management of "United States Gypsum Company" entered into a
series of corporate transactions that resulted in the consolidated
assets and liabilities remaining the same and the management and
ownership of "United States Gypsum Company," all its former
subsidiaries, and USG Corp. being identical, and the business of
the overall enterprise being carried on as continuous, integrated
business operation with the same ownership and management.

Accordingly, the 1984 Plan was formulated and implemented to
insulate significant assets of the overall pre-Plan "United States
Gypsum Company" enterprise from responsibility for its asbestos
personal injury liability, Ms. Campbell says.

"United States Gypsum Company," USG, Gypsum, and each of the
Debtor-Plaintiffs, and all entities associated with them in the
1984 Plan engaged in fraudulent or wrongful conduct with respect
to the use of the corporate form to hold all the Debtor-Plaintiffs
liable to asbestos personal injury claimants against any part pf
the enterprise, and to make all their assets available to satisfy
the compensation obligations owed and to be owed the claimants.

The relationship between "United States Gypsum Company" and its
subsidiaries prior to the implementation of the 1984 Plan, the
circumstances surrounding the 1984 Plan and its implementation,
and the subsequent operations and relationships of the Debtor-
Plaintiffs and Gypsum as parts of the post-Plan enterprise as a
whole dictate "piercing the corporate veil."  That is, they
dictate that the nominal separate corporate status of Gypsum and
the Debtor-Plaintiffs be ignored so as to make the assets of all
Debtor-Plaintiffs available to the asbestos personal injury
claimants.

Due to the wrongful conduct of "United States Gypsum Company" and
its successors, including Gypsum, USG, and the other Debtor-
Plaintiffs, it would be inequitable, unjust, and unfair to uphold
the legal distinction between and among themselves and Gypsum.

Ms. Campbell tells the Court that the Debtor-Plaintiffs'
operations are so entangled with each others' and with those of
Gypsum that it would be impossible or unduly costly to segregate
and ascertain each entity's assets and liabilities.

According to Ms. Campbell, substantial identity exists between and
among the Debtor-Plaintiffs and Gypsum so as to warrant
substantive consolidation.  Substantive Consolidation is necessary
to avoid harm or to realize a benefit to the asbestos personal
injury claimants.  The Debtor-Plaintiffs and their other creditors
will not be harmed by consolidation.

The PI Committee and the Futures Representative also ask the Court
to declare that L&W Supply Corporation has successor liability for
the asbestos personal injuries caused by the products that its
predecessors distributed.

The PI Committee and the Futures Representative assert that L&W
Supply is directly liable for the injuries caused by the
asbestos-containing products that it distributed from the time of
its formulation in 1971 through 1978.  L&W Supply is a mere
continuation of "United States Gypsum Company's" distributing
operations and those of its subsidiaries that previously
distributed asbestos-containing products.  Therefore, L&W Supply
has successor liability for the asbestos personal injuries caused
by the asbestos-containing products that "United States Gypsum
Company" and its subsidiaries distributed prior to the formation
of L&W Supply in 1971.

Moreover, "United States Gypsum Company" assumed AP Green
Refractories' liabilities by operation of law as a result of its
acquisition and merger with AP Green on December 29, 1967, in
which "United States Gypsum Company" was the surviving
corporation.  In addition, "United States Gypsum Company"
expressly or impliedly assumed all of AP Green's debts,
liabilities and duties pursuant to the 1984 Plan and Agreement of
Merger between the Parties.

Accordingly, the PI Committee and the Futures Representative
contend, the Debtor-Plaintiffs, as collective successors of
"United States Gypsum Company" or, in the alternative, any of them
that are determined to be among those successors, are liable for
the injuries caused by the asbestos-containing products produced
by AP Green.

               Debtors Want Counterclaims Dismissed

The Debtor-Plaintiffs assert that the PI Committee's and Futures
Representatives' Counterclaims are barred:

   (a) by applicable statutes of limitations;

   (b) by the doctrine of laches;

   (c) because USG Corporation's conduct was authorized by its
       Articles of Incorporation, Bylaws, administrative
       procedures and applicable law; and

   (d) under the business judgment rule.

The Debtor-Plaintiffs ask the Court to dismiss or deny the Future
Representative's and the PI Committee's Counterclaims.

The Debtor-Plaintiffs admit the PI Committee and the Futures
Representative's allegations to the extent that "United States
Gypsum Company" created L&W Supply as a wholly owned subsidiary in
1971.  L&W was created in part to distribute products manufactured
by United States Gypsum and its subsidiaries.  However, the
Debtor-Plaintiffs deny that L&W Supply was created for the sole
purpose of that distribution.

The Debtor-Plaintiffs state that USG was formed as a holding
company with no operations, but deny that USG has no assets other
than the stock of its subsidiaries.  Certain of United States
Gypsum's businesses and the shares of all its operating
subsidiaries were transferred to USG or certain USG subsidiaries.

The Debtor-Plaintiffs note that following a reorganization in
1984, the Board of Directors and shareholders of United States
Gypsum became the Board of Directors and shareholders of USG,
however, it is mistakenly assumed that the Board of Directors and
shareholders of United States Gypsum remained the same as the
Board of Directors and shareholders of USG in perpetuity.

The Debtor-Plaintiffs further relate that USG assumed some
liabilities of United States Gypsum following the 1984
Reorganization.  United States Gypsum later became a subsidiary of
USG.

The Debtor-Plaintiffs also admit that that AP Green and L&W Supply
were formed as a result of actions taken by United States Gypsum,
and that some products manufactured by AP Green prior to December
29, 1967, really contained asbestos.  United States Gypsum was the
predecessor of all Debtors.

                 PD Committee Wants to Intervene

The Official Committee of Asbestos Property Damage Claimants seeks
the Court's authority to intervene in the Adversary Proceeding.  
The PD Committee asserts that it has a right to intervene because
of its official status and the impairment to its constituents'
interests that will result if the Court grants the
Debtor-Plaintiffs' request.

Although the Futures Representative and the PI Committee are named
as defendants in the Adversary Complaint, the Debtor-Plaintiffs
failed to sue the PD Committee, which also represents significant
asbestos-related interests.

It is clear that asbestos-related property damage interests could
be impacted by each of the requested findings, especially given
that many of the PD Committee's constituents actually filed Proofs
of Claim which identified certain Debtor-Plaintiffs as being
responsible for their asbestos-related injuries.  Significantly,
substantive consolidation may be the only means by which the PD
Claimants will receive full recovery of their damages.  Therefore,
the PD Committee's intervention is necessary to protect those
interests.

The Debtor-Plaintiffs, the PI Committee and the Futures
Representative do not object to the PD Committee's intervention.

The PD Committee also assert that it possesses an unconditional
right to intervene in the proceeding, especially given that the
asbestos-related liabilities are the main reason given by the
Debtors-plaintiffs and Gypsum for seeking Chapter 11 protection,
and, therefore, central to the Debtors' bankruptcy.  The PD
Committee's constituents are entitled to recover damages for
asbestos hazards in their buildings and the determination of which
Debtor-companies or subsidiaries are responsible for the asbestos
liabilities is central to the resolution of property damage
claims.

The Motion to Intervene is timely filed as no responsive pleadings
have been filed in the Adversary Proceeding, discovery has not
commenced, and no dates or deadlines have been established by the
Court.

A finding that asbestos claimants cannot receive damages from the
Debtor-Plaintiffs and must limit recovery to Gypsum would clearly
impair the interests of the PD Committee's constituents.  The
completed PD Proofs of Claim confirm that several PD Claimants
seek recovery not only from Gypsum but from the Debtor-Plaintiffs
as well.  Any potential of a ruling that concludes no asbestos
liability or responsibility on the Debtor-Plaintiff's part is
sufficient to allow intervention.

The Debtor-Plaintiffs and the two named defendants cannot
adequately represent the interests of the PD Claimants.  The
Debtor-Plaintiffs are directly opposed to the interests of PD
Claimants based on their intent to limit asbestos liabilities and
to prevent substantive consolidation.  Also, the Futures
Representative and the PI Committee owe no fiduciary duty to the
PD Claimants.  The fact that the appointments of separate asbestos
creditor committees and the Futures Representative were deemed
necessary demonstrates that the interests of the PI Committee and
the Futures Representative are not aligned with the interests of
the PD Claimants and the PD Committee.  Given that these
defendants solely owe fiduciary duties to their own constituents,
the interests of the PD Claimants will not be adequately
represented absent the intervention of the PD Committee.

             Stipulation Allowing Creditors Committee
                  and PD Committee to Intervene

The Debtor-Plaintiffs acknowledge that the Official Committee of
Unsecured Creditors and the PD Committee each has the right to
intervene in the Adversary Proceeding pursuant to Section 1109(b)
of the Bankruptcy Code and Rule 7024 of the Federal Rules of
Bankruptcy Procedure.

Therefore, in a Court-approved Stipulation, the parties to
Adversary Proceeding agree that:

   (a) The Creditors Committee is authorized to intervene as a
       plaintiff;

   (b) The PD Committee is authorized to intervene as a
       defendant; and

   (c) The PD Committee's Request to Intervene is withdrawn
       as moot.

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. (USG
Bankruptcy News, Issue No. 79; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


VIVENDI UNIVERSAL: Redeems $106.9M & EUR315.8M of High Yield Notes
------------------------------------------------------------------
Vivendi Universal S.A. (Paris Bourse: EX FP; NYSE:V), has redeemed
the entire outstanding principal amount of its high yield notes
pursuant to the terms of the respective indentures governing the
Notes.  The Company has redeemed approximately $106.9 million
aggregate principal amount of outstanding dollar-denominated Notes
and EUR 315.8 million aggregate principal amount of outstanding
euro-denominated Notes.

The Company has redeemed its:

   -- 9.25% Senior Notes due 2010 at the redemption price of
      115.874581%, or $1,183.41181, including accrued interest,
      for each $1,000.00 of principal amount outstanding;

   -- 9.50% Senior Notes due 2010 at the redemption price of
      118.614505%, or EUR 1,211.47805, including accrued interest,
      for each EUR 1,000.00 of principal amount outstanding; and

   -- U.S. dollar-denominated 6.25% Senior Notes due 2008 at
      the redemption price of 107.372092%, or $1,074.76258,
      including accrued interest, for each $1,000.00 of principal
      amount outstanding and its euro-denominated 6.25% Senior
      Notes due 2008 at the redemption price of 110.068140%, or
      EUR 1,101.72306, including accrued interest, for each EUR
      1,000.00 of principal amount outstanding.

                        About the Company

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

                          *     *     *

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


W.R. GRACE: Files Amended Chapter 11 Plan and Disclosure Statement
------------------------------------------------------------------
At various times during their Chapter 11 cases, W.R. Grace & Co.,
and its debtor-affiliates have met with David T. Austern, the
legal representative for future asbestos claimants, the Official
Committee of Asbestos Personal Injury Claimants, the Official
Committee of Asbestos Property Damage Claimants, the Official
Committee of Equity Security Holders and the Official Committee of
Unsecured Creditors.  The Debtors presented alternatives to the
Plan in an effort to achieve a consensual plan of reorganization.  
As a result of these meetings, in December 2004, the Equity
Committee and the Creditors Committee agreed to become Plan
Proponents.  However, the Debtors were unable to obtain the
remaining constituencies' agreements to their Plan.

On January 13, 2005, the Debtors submitted to the Court an amended
Joint Plan of Reorganization and Disclosure Statement reflecting
updated figures, as well as material and technical modifications.  
The amendments also address certain issues raised in various
objections to the Disclosure Statement filed by
parties-in-interests.

                         Canadian Claims

The Amended Disclosure Statement provides that upon confirmation,
asbestos-related claims against Grace's Canadian operating
subsidiary, Grace Canada, Inc., will be transferred to the
Asbestos Trust along with all Asbestos Claims.  Allowed Canadian
Claims will be paid by the Trust.

                       Priority Tax Claims

The Debtors' treatment of Priority Tax Claims under the Plan is
modified to reflect that these claims are automatically entitled
to specific payment terms, provided, however, that each Holder
which by operation of the Fresenius Settlement Agreement is an
obligation for Indemnified Taxes promptly will be paid in full in
cash as the Fresenius Indemnified Taxes become due and payable.

                  Allowed Admin. Expense Claims
                      Pegged at $138 Million

The Debtors estimate the total of all Allowed Administrative
Expense Claims on the Effective Date to be approximately
$138 million, which amount consists of approximately $76 million
expected to be paid on the Effective Date and approximately
$62 million expected to be paid after the Effective Date.

             Allowed Secured Claims Pegged at $90,000

Moreover, the Debtors estimate the total of all Allowed Secured
Claims on the Effective Date to be approximately $90,000 plus
interest at the applicable rate, if any.  The Debtors also
estimate the total of all Allowed Unsecured Pass-Through Employee
Related Claims on the Effective Date to be approximately
$190 million.

                 Modifications to Classes 6 and 7

Class 6 Claims will consist of all Asbestos PI-SE Claims against
the Debtors and the Canadian Affiliates.  Class 7 will consist of
all Asbestos PI-AO Claims against the Debtors and their Canadian
Affiliates.

In accordance with the terms of the Asbestos Trust Agreement and
the PI Trust Distribution Procedures, each Holder of an Asbestos
PI-SE Claim that is a Canadian Claim will complete an Asbestos PI
Questionnaire or Claims materials, and have the option to elect
(i) the Canadian Litigation Option or (ii) the Cash-Out Option.

Any Holder of an Asbestos PI-AO Claim that is a Canadian Claim
will have the option to elect (i) the Canadian Litigation Option,
(ii) the Registry Option, or (iii) the Cash-Out Option.

A Holder of a Third Party Indemnification/Contribution Claim that
is a Canadian Claim will be conclusively presumed to have elected
the Canadian Litigation Option.

                Class 9 Claimants Are Paid Interest

Postpetition interest will accrue from the Petition Date through
the date of payment of Class 9 General Unsecured Claims.  The
Interest will be:

   (i) for the holders of the Debtors' prepetition bank credit
       facilities, at a rate of 6.09% per annum, compounded
       quarterly;

  (ii) for the holders of claims who, but for the filing of the
       Chapter 11 cases would be entitled under a contract or
       otherwise to accrue or be paid interest on that claim in a
       non-default situation under applicable non-bankruptcy law,
       the rate provided in the contract between a Debtor and the
       claimant or the rate as may otherwise apply under
       applicable non-bankruptcy law; or

(iii) for all other holders of Class 9 claims, at a rate of
       4.19% per annum, compounded annually.

The Debtors emphasize that Class 9 is impaired.  Class 9 Claimants
will receive 15% of the Allowed Amount of their Claims in the form
of stock, the value of which may be volatile and cannot be
guaranteed.

The total amount of Allowed General Unsecured Claims is estimated
to be $951,000,000 as of September 30, 2004.

                  Postpetition Canadian Lawsuits

The Debtors disclose that in October 2004, Raven Thundersky and
Rebecca Bruce filed a complaint with Queen's Bench for Winnipeg
Centre against certain of the Debtors, certain of the Debtors'
former Canadian subsidiaries, the Attorney General of Canada, and
others.  The complaint is styled as a purported class action and
seeks recovery for alleged injuries suffered by any Canadian
residents as a result of Grace's marketing, selling, processing,
manufacturing, distributing or delivering asbestos or asbestos-
containing products in Canada.

Also in October, the Association des Consummateurs Pour la
Qualitee Dans La Construction and Jean-Charles Dextras filed a
request with the Superior court for the Province of Quebec,
District of Montreal, for authority to institute class action
lawsuits against Grace Canada and the Attorney General.  They seek
to represent every person, or his heirs and successors, who:

   -- owned a building insulated with vermiculite that was
      marketed under the brand name Zonolite Attic Insulation;
      and

   -- lives or has lived in a building insulated with ZAI and who
      has suffered, is suffering, or will suffering from
      asbestos, mesothelioma, or cancer of the lung.

                 Fresenius and Sealed Air Matters

A provision on the effect of the Fresenius Settlement Agreement,
the Fresenius Settlement Order and the Sealed Air Settlement
Agreement has been added.

               Committees May Withdraw Plan Support

The Creditors Committee and the Debtors agree that the Committee
may withdraw as Plan Proponent on:

   1.  the failure of the Court to approve the Disclosure
       Statement incorporating the Plan no later than
       November 30, 2005;

   2.  the determination by the Court that the Plan is not
       confirmable and the failure to file an amended Plan
       within 60 days;

   3.  the determination by the Court that the Debtors are
       insolvent;

   4.  the termination of the Debtors' exclusive periods;

   5.  withdrawal of the Plan by the Plan Proponents and the
       failure of the Plan Proponents to file a new Plan within
       60 days; or

   6.  the failure of the Plan to become effective by January 1,
       2007.

The parties' agreement does not commit any member of the Creditors
Committee or any creditor to vote for the Plan.

The Equity Committee and the Debtors agree that the Committee has
the right to withdraw as Plan Proponent if the Plan does not
become effective by January 1, 2007.

A blacklined copy of the Debtors' Amended Disclosure Statement is
available for free at:

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

A blacklined copy of the Debtors' Amended Joint Plan of
Reorganization is available for free at:

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

Headquartered in Columbia, Maryland, W.R. Grace & Co., --
http://www.grace.com/-- supplies catalysts and silica products,  
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq., at
Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, represent the Debtors in
their restructuring efforts. (W.R. Grace Bankruptcy News, Issue
No. 77; Bankruptcy Creditors' Service, Inc., 215/945-7000)


WESTPOINT STEVENS: To Implement New Capital Structure Under Plan
----------------------------------------------------------------
As reported in the Troubled Company Reporter yesterday, WestPoint
Stevens filed its proposed Plan of Reorganization and related
Disclosure Statement with the U.S. Bankruptcy Court for the
Southern District of New York on Jan. 20, 2005.

Pursuant to the Plan, the Debtors will implement a new capital  
structure for the Reorganized Debtors:

Instrument                  Description
----------                  -----------
Exit Facility               Up to $300,000,000 exit facility to
                            fund Administrative Expense Claims
                            and working capital needs

New Common Stock            25,000,000 shares

New Series A Convertible    500,000 shares of series A  
Preferred Stock             convertible preferred stock of the
                            Reorganized Debtors having a  
                            liquidation preference of $18.54 per  
                            share -- $9,270,000 in the aggregate
                            -- and which are convertible into  
                            500,000 shares of New Common Stock --
                            up to 1.4% of the New Common Stock  
                            after giving effect to the conversion  
                            of the New Series A and New Series B  
                            Convertible Preferred Stock.

New Series B Convertible    Up to 10,789,244 shares of series B  
Preferred Stock             convertible preferred stock of the  
                            Reorganized Debtors having a  
                            liquidation preference of $18.54 per  
                            share -- $200,000,000 in the
                            aggregate -- and which are
                            convertible into 10,789,244 shares of
                            New Common Stock -- up to 30% of the
                            New Common Stock after giving effect
                            to conversion of the New Series A and  
                            New Series B Convertible Preferred  
                            Stock.

New Warrants                Warrants to purchase 1,019,637 shares  
                            of New Common Stock -- up to 2.5% of  
                            the New Common Stock after giving  
                            effect to the conversion of the New  
                            Series A and New Series B Convertible  
                            Preferred Stock and exercise of  
                            options granted pursuant to the  
                            Management Incentive Plan -- at an
                            exercise price of $23.34 per share.  
                            The New Warrants, the form of which  
                            is set forth in the Plan Supplement,  
                            will expire on the third anniversary  
                            of the Effective Date.

              Corporate Restructurings Under the Plan

The Plan provides for these Restructuring Transactions to occur  
on or before the Effective Date in the following order:

     (i) Reorganized WestPoint will be formed, but no shares of  
         capital stock will be issued prior to certain issuances;

    (ii) Reorganized WestPoint will form a new corporation  
         -- Acquisition Co. -- all of the common stock of which  
         will be owned by Reorganized WestPoint;

   (iii) On or before the Subscription Expiration Date, the  
         Subscription Purchase Price will be paid by each  
         subscribing holder of Subscription Rights and held in  
         escrow, pending the consummation of the transactions  
         provided in the Plan;

    (iv) The Debtors will enter into a Partial Cash-Out Sponsor
         Agreement under which the Partial Cash Out Sponsor
         commits to purchase up to 5,368,387 shares of New Common
         Stock at a purchase price of $7.76 per share;

     (v) On the Effective Date, Series B Convertible Preferred  
         Stock will be issued by Reorganized WestPoint to each  
         subscribing holder of Subscription Rights;

    (vi) Reorganized WestPoint will contribute to Acquisition
         Co.:  

         -- all Cash received pursuant to the Rights Offering and  
            the Partial Cash Out Sponsor Agreement; and  

         -- an amount of New Common Stock and New Warrants  
            sufficient to satisfy all Allowed Claims in Classes C  
            through G on the Effective Date, with any additional  
            amounts contributed necessary to satisfy any Disputed  
            Claims subsequently Allowed only at such times as,  
            and to the extent that, distributions are made to the  
            holders of those Claims;

   (vii) WestPoint Stevens, Inc., will merge with and into       
         Acquisition Co., with Acquisition Co. surviving;

  (viii) Pursuant to the merger, and in consideration for the  
         acquisition of the assets of WestPoint Stevens, Inc., by  
         Acquisition Co., a Disbursing Agent will distribute to
         holders of Allowed Claims the consideration accorded  
         the holders; and

    (ix) Acquisition Co. will be renamed WestPoint Stevens, Inc.

                          Rights Offering

Holders of First Lien Lender Claims are entitled to the New  
Series B Convertible Preferred Stock.  To exercise the  
Subscription Rights, each holder of a First Lien Lender Claim  
must:

   (a) return a duly completed Subscription Form to the  
       Subscription Agent so that the form is received by the  
       Subscription Agent on or before the Subscription  
       Expiration Date; and  

   (b) pay to the Subscription Agent on or before the  
       Subscription Expiration Date, Cash in an amount equal to  
       the holder's Subscription Purchase Price, the payment to  
       be made either by wire transfer to the Subscription Agent  
       in accordance with the wire instructions set forth on the  
       Subscription Form or by bank or cashier's check delivered  
       to the Subscription Agent along with the Subscription  
       Form.  If, on or prior to the Subscription Expiration  
       Date, the Subscription Agent for any reason does not  
       receive from a given holder both a duly completed  
       Subscription Form and immediately available funds in an  
       amount equal to the holder's Subscription Purchase Price,  
       the holder will be deemed to have relinquished and waived  
       its right to participate in the Rights Offering.  All  
       holders of First Lien Lender Claims participating in the  
       Rights Offering who exercise their Subscription Rights  
       waive their rights to any other distribution on account of  
       the Claim for which such Subscription Rights were granted,  
       and those Claims will be terminated or cancelled.

The Subscription Rights may not be sold, transferred, or assigned  
except with the express written consent of the Debtors.  Once a  
holder of Subscription Rights has properly exercised its  
Subscription Rights, the exercise will be irrevocable.

                           Securities  

The Debtors outline the capitalization for the Reorganized  
Debtors as of the Effective Date after giving effect to the  
conversion of the New Series A Convertible Preferred Stock, the  
Rights Offering, and the exercise of both the New Warrants and  
options granted pursuant to the Management Incentive Plan:

   Holder                     Number of Shares     Percentage
   ------                     ----------------     ----------
   First Lien Lender Claims      34,539,244           83.5%
   Second Lien Lender Claims      1,250,000            3.1%
   General Unsecured Claims          34,333            0.1%
   Noteholder Claims                816,662            2.0%
   PBGC Claims                      168,642            0.4%
   Management                     3,976,583            9.8%
                               ---------------      ---------
   Total                         40,785,464          100.0%

The by-laws of the Reorganized Debtors will contain special  
protections for minority shareholders, including limitations on  
transactions with the issuer or its affiliates, certain  
preemptive rights, certain rights to receive financial  
information, and certain obligations of the issuer, or certain  
other third parties, to offer to purchase shares of New Common  
Stock held by the creditors under certain circumstances.  Certain  
of these rights expire when the New Common Stock is listed.  A  
form of the by-laws will be included in the Plan Supplement.

                  Potential Sale of the Debtors

The securities treatment constitutes a proposed overall  
settlement of disputes among the holders of the First Lien Lender  
Claims.  In the event the Debtors determine that the settlement  
does not have sufficient support among the holders, the Debtors  
will consider a sale of all or substantially all of their assets  
in an auction.  Proceeds from the auction will be used to repay  
administrative and priority claims and then will be used to repay  
holders of First Lien Lender Claims and Second Lien Lender Claims  
in the order of lien priority.  Any proceeds remaining after  
payment will be distributed pro rata among holders of General  
Unsecured Claims, Noteholder Claims, and PBGC Claims.

                           Projections

The projected pro forma balance sheets and projected financial  
performance reflect the operations of the Debtors.  The  
Projections and estimates of value may differ from actual  
performance and are highly dependent on significant assumptions  
concerning the future operations of these businesses.  These  
assumptions include the growth of certain lines of business,  
labor and other operating costs, inflation, and the level of  
investment required for capital expenditures and working capital.  

The Projections assume that the Plan will be confirmed and  
consummated in accordance with its terms and that there will be  
no material changes in the current regulatory environment that  
will have an unexpected impact on the Debtors' operations.  The  
Projections assume an Effective Date of March 31, 2005, with  
allowed Claims treated in accordance with the Plan.  Expenses  
incurred as a result of the reorganization cases are assumed to  
be paid on the Effective Date of the Plan.  If the Debtors do not  
emerge from chapter 11 by March 31, 2005, as assumed for purposes  
of this analysis, additional bankruptcy expenses will be incurred  
until such time as a plan of reorganization is confirmed.  These  
expenses could significantly impact the Debtors' results of  
operations and cash flows.

The industry in which the Debtors compete is highly competitive  
and the Debtors' earnings may be significantly adversely affected  
by changes in the competitive environment, changes in supply and  
demand dynamics, the price erosion of services provided,  
regulatory changes and future improvements in technology.
  
The Projections include assumptions as to the reorganized equity  
value of Reorganized WestPoint, certain write-downs of its assets  
to fair market value and estimates of its liabilities as of the  
Effective Date.  Reorganized WestPoint will be required to  
reflect the estimates or actual balances as of the Effective  
Date.  That determination will be based on the fair value of its  
assets as of that date, which could be materially greater or  
lower than the values assumed in the foregoing estimates.

            Projected Income Statement (Unaudited)
                        (in thousands)

                             2004E        2005P        2006P
                             -----        -----        -----
Total Revenues            $1,630,301   $1,316,672   $1,349,922
Cost of Goods Sold         1,374,431    1,046,877    1,057,675
                          ----------   ----------   ----------
Gross Profit                $255,870     $269,796     $292,247
% Margin                       15.7%        20.5%        21.6%

SG&A Expenses                231,500      210,735      209,186
Other Operating Expenses      29,954       16,930            -
                          ----------   ----------   ----------
EBIT                         ($5,584)     $42,131      $83,061
% Margin                       (0.3%)        3.2%         6.2%

Gain from Forgiveness  
   of Indebtedness                 -   (1,681,525)           -

Interest Expense              76,742       21,311        1,319
                          ----------   ----------   ----------
Earnings Before Taxes        (82,326)   1,702,345       81,742
Tax Provision                (25,226)       7,757       29,516
                          ----------   ----------   ----------
Net Income from  
   Continued Operations      (57,100)   1,694,588       52,227

Loss from Discontinued  
   Operations                      -        5,017            -

Oper. Restruct. Expenses      57,101       92,407       11,457
                          ----------   ----------    ---------
Net Income                 ($114,201)  $1,597,164      $40,769
                          ==========   ==========    =========
Memo
----
EBITDA                      $115,342     $116,345     $129,661
% Margin                        7.1%         8.8%         9.6%



                             2007P        2008P        2009P
                             -----        -----        -----
Total Revenues            $1,403,154   $1,460,262   $1,519,627
Cost of Goods Sold         1,100,610    1,144,148    1,193,091
                          ----------   ----------   ----------
Gross Profit                 302,544      316,114      326,536
% Margin                       21.6%        21.6%        21.5%

SG&A Expenses                215,433      222,105      228,438
Other Operating Expenses           -            -            -
                          ----------   ----------   ----------
EBIT                          87,110       94,009       98,098
% Margin                        6.2%         6.4%         6.5%

Gain from Forgiveness  
   of Indebtedness                 -            -            -

Interest Expense               1,319        1,319        1,319
                          ----------   ----------   ----------
Earnings Before Taxes         85,791       92,690       96,780
Tax Provision                 30,962       33,426       34,886
                          ----------   ----------   ----------
Net Income from  
   Continued Operations       54,829       59,264       61,893

Loss from Discontinued  
   Operations                      -            -            -

Oper. Restruct. Expenses       6,835        1,099            -
                          ----------   ----------    ---------
Net Income                   $47,995      $58,165      $61,893
                          ==========   ==========    =========
Memo
----
EBITDA                      $132,748     $139,959     $144,070
% Margin                        9.5%         9.6%         9.5%


                 Projected Balance Sheets (Unaudited)
                            (in thousands)

                          2003A      2004E      2005P      2006P
                          -----      -----      -----      -----
Assets

Current Assets:
   Cash                  $3,660     $6,500   $101,627   $150,962
   Accounts Receivable  243,507    223,588    178,547    179,323
   Inventories          368,620    325,963    290,128    287,628
                        -------    -------    -------    -------
Total Current Assets    615,787    556,051    570,302    617,914

Net PP&E                616,422    538,382    477,177    463,574
Other Assets             54,734     22,911     15,146     15,516
                        -------    -------    -------    -------
Total Assets         $1,286,943 $1,117,344 $1,062,625 $1,097,003
                      =========  =========  =========  =========

Liabilities

A/P - Postpetition      $56,198    $48,354    $57,341    $57,751
Accrued Interest  
   (Postpetition)           295          -          -          -
Other Accruals          119,969    115,014     94,226     96,606
                        -------    -------    -------    -------
Total Current  
   Liabilities          176,462    163,368    151,568    154,357

DIP Facility             89,017    118,704          -          -
Exit Revolver                 -          -          -          -
First Lien  
   Secured Debt         490,689    480,395          -          -
Second Lien Debt        165,000    165,000          -          -
                        -------    -------    -------    -------
Total Debt              744,706    764,099          -          -

Other LT Liabilities    248,080    146,656    135,945    126,765
Liabilities Subject  
   to Compromise      1,066,830  1,065,273          -          -
                        -------    -------    -------    -------
Total Liabilities     2,236,078  2,139,396    287,513    281,122
Shareholders' Equity   (949,135)(1,022,052)   775,112    815,881

Total Liabilities
   and Shareholder's  
   Equity            $1,286,943 $1,117,344 $1,062,625 $1,097,003
                      =========  =========  =========  =========


                 Projected Balance Sheets (Unaudited)
                            (in thousands)

                              2007P      2008P      2009P
                              -----      -----      -----
Assets

Current Assets:
   Cash                    $192,386   $245,808   $301,526
   Accounts Receivable      186,526    194,270    202,325
   Inventories              299,790    311,982    324,814
                            -------    -------    -------
Total Current Assets        687,702    752,059    828,666

Net PP&E                    444,522    421,968    399,414
Other Assets                 16,107     16,742     17,402
                            -------    -------    -------
Total Assets             $1,139,331 $1,190,769 $1,245,481
                          =========  =========  =========

Liabilities

A/P - Postpetition          $59,379    $61,030    $62,886
Accrued Interest  
   (Postpetition)                 -          -          -
Other Accruals              100,415    104,502    108,751
                            -------    -------    -------
Total Current  
   Liabilities              159,795    165,532    171,637

DIP Facility                      -          -          -
Exit Revolver                     -          -          -
First Lien  
   Secured Debt                   -          -          -
Second Lien Debt                  -          -          -
                            -------    -------    -------
Total Debt                        -          -          -

Other LT Liabilities        115,660    103,195     89,909
Liabilities Subject  
   to Compromise                  -          -          -
                            -------    -------    -------
Total Liabilities           275,455    268,728    261,546
Shareholders' Equity        863,876    922,042    983,935

Total Liabilities
   and Shareholder's  
   Equity                $1,139,331 $1,190,769 $1,245,481
                          =========  =========  =========

                     Going Concern Valuation

WestPoint has been advised by Rothschild, Inc., its financial  
advisor, that the estimated reorganization values of Reorganized  
WestPoint after distributions of cash pursuant to the Plan, is  
within the range of $615,000,000 to $670,000,000 as of  
September 10, 2004.

Based on assumed total net debt of about $151,600,000, the  
estimated imputed range of equity values of Reorganized WestPoint  
is between $463,400,000 and $518,400,000.

               Governance of Reorganized WestPoint

The initial Board of Directors of Reorganized WestPoint will  
consist of five members whose names will be disclosed at or prior  
to the Confirmation Hearing.  Two members will be selected by  
Icahn Associates and another two members will be selected by the  
Steering Committee.  The fifth member will be appointed by the  
holders of a majority of the New Series B Convertible Preferred  
Stock.

The Steering Committee is composed of holders of First Lien  
Lender Claims:

     * Satellite Senior Income,
     * Capital Investments,  
     * Contrarian Funds,  
     * Concordia Distressed Debt Fund, and
     * Concordia MAC29 Ltd.

Members of the Board of Directors will serve staggered three-year  
terms.  The director appointed by the holders of a majority of  
the New Series B Convertible Preferred Stock will have an initial  
term of one year.  One director appointed by Icahn Associates and  
one director appointed by the Steering Committee will have an  
initial term of two years.

After the initial terms of the Board of Directors expire, the  
holders of the New Common Stock will elect four members of the  
Board of Directors and holders of the New Series B Convertible  
Preferred Stock will elect one member of the Board of Directors  
in accordance with the Amended Certificate of Incorporation and  
Amended Bylaws and applicable nonbankruptcy law.

Chip M.L. Fontenot will be Chief Executive Officer of Reorganized  
WestPoint.  The officers of the Debtors immediately prior to the  
Effective Date will serve as the initial officers of the  
Reorganized Debtors on and after the Effective Date and in  
accordance with any employment and severance agreements with the  
Reorganized Debtors and applicable nonbankruptcy law.  After the  
Effective Date, the officers of the Reorganized Debtors will be  
determined by the Board of Directors of Reorganized WestPoint.

Headquartered in West Point, Georgia, WestPoint Stevens, Inc.,
-- http://www.westpointstevens.com/-- is the #1 US maker of  
bed linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings. It makes the
Martex, Utica, Stevens, Lady Pepperell, Grand Patrician, and
Vellux brands, as well as the Martha Stewart bed and bath lines;
other licensed brands include Ralph Lauren, Disney, and Joe Boxer.
Department stores, mass retailers, and bed and bath stores are
its main customers. (Federated, J.C. Penney, Kmart, Sears, and
Target account for more than half of sales.) It also has nearly
60 outlet stores. Chairman and CEO Holcombe Green controls 8% of
WestPoint Stevens.

The Company filed for chapter 11 protection on June 1, 2003
(Bankr. S.D.N.Y. Case No. 03-13532).  John J. Rapisardi, Esq., at
Weil, Gotshal & Manges, LLP, represents the Debtors in their
restructuring efforts.  The Debtors filed its Plan of
Reorganization with the U.S. Bankruptcy Court for the Southern
District of New York on Jan. 20, 2005.  (WestPoint Bankruptcy
News, Issue No. 37; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WESTERN WIRELESS: Inks Pact to Merge with ALLTEL Corporation
------------------------------------------------------------
Western Wireless Corporation entered into a definitive Agreement
and Plan of Merger with ALLTEL Corporation and Wigeon Acquisition
LLC, a direct wholly owned subsidiary of ALLTEL, providing for,
among other things, the merger of Western Wireless with and into
Wigeon.  In the Merger, each share of Western Wireless Class A
common stock and Class B common stock will be exchanged for a
combination of 0.535 shares of ALLTEL common stock and $9.25 in
cash.  In lieu of that combination, Western Wireless shareholders
may elect to receive either 0.7 shares of ALLTEL common stock or
$40.00 in cash for each share of Western Wireless Common Stock;
however, both of those elections will be subject to proration.  In
aggregate, ALLTEL will issue approximately 60 million shares of
ALLTEL common stock and pay approximately $1 billion in cash.
ALLTEL will also assume estimated net debt of $1.5 billion.

Consummation of the Merger is subject to certain conditions,
including the approval of the Merger by the holders of Western
Wireless common stock representing two-thirds of all the votes
entitled to be cast thereon and the receipt of regulatory
approvals, including the approval of the Federal Communications
Commission and the expiration of the applicable waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended.

Concurrently with the execution of the Merger Agreement, John W.
Stanton, Chairman, Director and Chief Executive Officer of the
Company, and Theresa E. Gillespie, Vice Chairman and a Director of
the Company and Mr. Stanton's spouse, and certain entities
controlled by Mr. Stanton and Ms. Gillespie, have entered into a
voting agreement with ALLTEL pursuant to which they have agreed,
among other things, to vote their shares

    (i) in favor of the Merger; and

   (ii) against any alternative proposal for the acquisition of
        the Company by, or a merger or other business combination
        of the Company with, a third party.

Mr. Stanton and Ms. Gillespie, together with the aforementioned
entities controlled by them, beneficially or of record, hold an
aggregate of approximately 41% of the aggregate voting power of
the Western Wireless common stock.

The Merger Agreement contains certain termination rights for each
of Western Wireless and ALLTEL and further provides that, in the
event of termination of the Merger Agreement under specified
circumstances involving an agreement by the Company to enter into
an alternative transaction, Western Wireless may be required to
pay to ALLTEL a termination fee of $120 million.

Headquartered in Bellevue, Washington, Western Wireless
Corporation (NASDAQ:WWCA) provides communications services in the
Western United States.  The company owns and operates wireless
phone systems marketed primarily under the Cellular One(R)
national brand name in 19 western states.  Western Wireless
currently serves 1,231,200 customers.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 12, 2005,
Standard & Poor's Ratings Services placed its ratings for Little
Rock, Arkansas-based diversified telecommunications provider
ALLTEL Corp., including the 'A' long-term and 'A-1' short-term
corporate credit ratings, and related entities on CreditWatch with
negative implications.  At the same time, ratings for Bellevue,
Washington-based regional wireless communications provider Western
Wireless Corp., including the 'B-' corporate credit rating, were
placed on CreditWatch with positive implications.  


* Kelly B. Stapleton Appointed U.S. Trustee for Region 3
--------------------------------------------------------
Kelly Beaudin Stapleton of Indiana, Pa., has been appointed United
States Trustee for Delaware, Pennsylvania, and New Jersey
(Region 3), it was announced by Lawrence Friedman, Director of the
Executive Office for United States Trustees.  Ms. Stapleton's
appointment took effect on January 9, 2005.

"Ms. Stapleton is an experienced commercial litigator as well as a
former prosecutor," Mr. Friedman stated.  "This is an essential
combination of skills for the U.S. Trustee Program's Region 3,
which has one of the highest Chapter 11 filing rates in the  
nation as well as a continuing record of active, effective civil  
and criminal enforcement."

"I am honored to be appointed U.S. Trustee for a region with such
a challenging and complex case load," Ms. Stapleton stated.  "As a
former prosecutor, the elimination of fraud and abuse from the
bankruptcy system is of compelling interest to me.  I look forward
to working toward that goal under the leadership of Director
Friedman and with the region's excellent career staff."

Immediately before joining the U.S. Trustee Program, Ms. Stapleton
practiced law with firms in Philadelphia and Indiana, Pa., with an
emphasis upon commercial litigation.  Prior to that, she was
assistant counsel for the Allegheny Health, Education, and
Research Foundation in Philadelphia, handling all in-house
litigation as well as development of the foundation's code of
ethics and employee ethics training.  She has also served as an
assistant district attorney in Philadelphia.

Among other professional and community activities, Ms. Stapleton
has served as a member of the Pennsylvania Lawyer's Fund for
Client Security Board, the United States Attorney/United States
Marshall Review Panel for the Western District of Pennsylvania,
and the Advisory Board of the Pittsburgh Symphony Orchestra at
Indiana University of Pennsylvania.

Ms. Stapleton received her law degree from Georgetown University
Law Center in Washington, D.C., and her undergraduate degree from
the University of California at Los Angeles.

The United States Trustee Program is the component of the Justice
Department that protects the integrity of the bankruptcy system by
overseeing case administration and litigating to enforce the
bankruptcy laws.

The Program has 21 regions and 95 field offices.  Region 3 is
headquartered in Philadelphia with additional offices in
Pittsburgh and Harrisburg, Pa.; Wilmington, Del.; and Newark,
N.J.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  
                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
Airgate PCS Inc.        CSA         (80)         267       24
Akamai Tech.            AKAM       (144)         189       63
Alaska Comm. Syst.      ALSK        (29)         642       73
Alliance Imaging        AIQ         (41)         654       36
Amazon.com              AMZN       (721)       2,109      642
Ampex Corp.             AEXCA      (140)          33       12
AMR Corp.               AMR        (314)      29,261   (1,824)
Amylin Pharm. Inc.      AMLN        (42)         402      325
Arbinet-Thexchan.       ARBX         (1)          70       11
Atherogenics Inc.       AGIX        (19)          93       77
Blount International    BLT        (283)         423      103
CableVision System      CVC      (1,669)      11,795      223
CCC Information         CCCG       (131)          80       (8)
Cell Therapeutic        CTIC        (52)         174       87
Centennial Comm         CYCL       (516)       1,608      169
Choice Hotels           CHH        (175)         271      (16)
Cincinnati Bell         CBB        (600)       1,987      (20)
Compass Minerals        CMP        (109)         642       99
Conjuchem Inc.          CJC         (16)          24       19
Cotherix Inc.           CTRX        (44)          25       20
Cubist Pharmacy         CBST        (75)         155       (6)
Delta Air Lines         DAL      (3,297)      23,526   (2,614)
Deluxe Corp             DLX        (214)       1,561     (344)
Denny's Corporation     DNYY       (246)         730      (80)
Domino Pizza            DPZ        (575)         421      (16)
Eagle Hospitality       EHP         (26)         177      N.A.
Echostar Comm-A         DISH     (1,711)       6,170     (503)
Empire Resorts          NYNY        (13)          61        7
Foster Wheeler          FWHLF      (441)       2,268     (212)
Foxhollow Tech.         FOXH        (60)          28       16
Graftech International  GTI         (44)       1,036      284
Hawaiian Holding        HA         (160)         236      (60)
Hercules Inc.           HPC         (40)       2,658      362
IMAX Corp               IMX         (49)         222        9
Immersion Corp.         IMMR         (5)          26        9
Indevus Pharm.          IDEV        (63)         174      131
Int'l Wire Group        ITWG        (80)         410       97
Isis Pharm.             ISIS        (18)         255      116
Kinetic Concepts        KCI         (29)         638      214
Lodgenet Entertainment  LNET        (68)         301       20
Lucent Tech. Inc.       LU         (717)      16,687    3,921
Majesco Holdings        MJES        (41)          26        9
Maxxam Inc.             MXM        (649)       1,017       72
McDermott Int'l         MDR        (338)       1,245      (33)
McMoran Exploration     MMR         (85)         156       29
Northwest Airline       NWAC     (2,166)      14,450     (431)
Northwestern Corp.      NWEC       (603)       2,445     (692)
ON Semiconductor        ONNN       (298)       1,221      270
Owens Corning           OWENQ    (4,132)       7,567    1,118
Per-se Tech. Inc.       PSTI        (25)         169       31
Phosphate Res.          PLP        (484)         280        6
Pinnacle Airline        PNCL        (18)         147       26
Primedia Inc.           PRM      (1,163)       1,577     (203)
Quality Distribution    QLTY        (26)         377        9
Qwest Communication     Q        (2,477)      24,926     (509)
Riviera Holdings        RIV         (31)         224        1
SBA Comm. Corp.         SBAC        (27)         915       11
Sepracor Inc.           SEPR       (380)         974      600
St. John Knits Inc.     SJKI        (57)         206       77
Syntroleum Corp.        SYNM         (8)          48       11
Triton PCS Holding A    TPC        (254)       1,443       62
US Unwired Inc.         UNWR       (234)         709     (280)
U-Store-It Trust        YSI         (34)         536      N.A.
Valence Tech.           VLNC        (48)          16        2
Vector Group Ltd.       VGR         (48)         528      110
Vertrue Inc.            VTRU        (44)         445        0
WR Grace & Co.          GRA        (118)       3,087      774
Young Broadcasting      YBTVA       (12)         798       85

                          *********

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

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

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

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

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

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

                          *********

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

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

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

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

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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