TCR_Public/040729.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, July 29, 2004, Vol. 8, No. 157

                          Headlines

360NETWORKS: Creditors Committee Adds Defendants to Tishman Suit
AFFINITY TECHNOLOGY: Verdict in Temple Ligon Trial is Set Aside
AIR CANADA: French Court Won't Upset Paris Airport Terminal Change
ALICE'S WONDERLAND: List of 18 Largest Unsecured Creditors
ANC RENTAL: Wants Court Nod to Employ R.I. Heller as Claims Agent

ARCHIBALD CANDY: Canada & U.S. Courts Approve Laura Secord Sale
AVAYA INC: Reports $61 Mil Net Income for FY '04 Third Quarter
AVAYA INC: Unveils New Converged Mobility Products
BIG FLASH: Board Dismisses Independent Accountant & Hires New Firm
CABO RESTAURANTS: Case Summary & 20 Largest Unsecured Creditors

CALCITECH: Will File Delayed Annual Financials Next Week
CALYPSO FINANCIAL: Board Dismisses Accountant & Hires New Firm
CAPITAL ENVIRONMENTAL: Will Become Waste Services Subsidiary
CATHOLIC CHURCH: U.S. Trustee Appoints Tort Claimants Committee
CHARTER COMMS: Inks Settlement Pact with SEC on Investigation

CENTURY/ML: Court Nixes 12 Objectionable Claims Totaling $5 Mil.
CHESAPEAKE ENERGY: Fitch Holds BB Rating on Senior Unsecured Notes
CHESAPEAKE ENERGY: S&P Rates $300M Senior Unsecured Notes at BB-
COMMERCIAL MORTGAGE: Fitch Upgrades Class H to BBB- from BB+
COMMERCIAL MORTGAGE: S&P Upgrades Low B-Ratings on Classes F, G, H

CP KELCO: S&P Places B Ratings on CreditWatch Positive
CREDIT SUISSE: Fitch Affirms Low B-Ratings on Six Classes
DIBENS ENTERPRISES: Voluntary Chapter 11 Case Summary
DII INDUSTRIES: S&P Says Plan Confirmation Favorable for Ratings
DII/KBR: Continues U.S. Navy Services Under CONCAP Contract

DIGIBLUE MEDIA: Reuben to Act as Independent Chartered Accountant
DIRECTVIEW INC: Executes Letter of Intent to Acquire Option Data
DOMAN IND: Western Forest Succeeds Company After Restructuring
DYKESWILL LTD: Case Summary & 20 Largest Unsecured Creditors
ENTERPRISE PRODUCTS: Updates Distribution Declaration

EQUIFIN INC: Common Stock Trading Moved to OTC Bulletin Board
EXIDE TECH: Akin Gump Wants to Collect $6,618,407 Final Fees
FACEPRINT GLOBAL: Dismisses Pritchet as Independent Accountants
FEDERAL-MOGUL: Court Approves Disclosure Statement
FEDERAL-MOGUL: Resolves Large Claims Asserted by Nippon Piston

FINOVA GROUP: Will Prepay 7.5% Senior Secured Notes Due 2009
FOG CUTTER: Declares $0.13 Per Share 3rd Quarter Cash Dividend
FOREST OIL: Will Release 2nd Quarter '04 Results on August 4
GENCORP INC: S&P Affirms BB- Corporate Credit Rating
GMAC COMM: Fitch Affirms Low Ratings for 8 Classes; Junks 1 Class

GOOD YEAR: S&P Gives B+ Secured Debt & Corporate Credit Ratings
GREAT PLAINS: Q2'04 Results Driven by Strong Wholesale Performance
HORIZON PCS: Subsidiary Completes $125 Million Sr. Debt Offering
HOST MARRIOTT: S&P Assigns B+ Rating to Proposed $350M Sr. Notes
IN-TOUCH: Springboard Corp Withdraws $750,000 Financing Commitment

INTERSTATE BAKERIES: SEC Begins Formal Investigation
INTERWAVE COMMS: Alvarion Offers $56 Million to Acquire Company
IPIX CORP: Armanino McKenna Replaces PwC as Independent Auditors
KAISER ALUMINUM: Gets Court Nod on QAL Sale Bidding Procedures
KING PHARMACEUTICALS: S&P's Low Ratings on CreditWatch Positive

KINGDOM VENTURES: Board Dismisses Wrinkle as Public Accountants
KMART CORP: Objects to 142 Tax-Related Claims for $36.7 Million
LB-UBS COMMERCIAL: Fitch Affirms Low Ratings on Three Classes
LEGEND INT'L: Ends Client-Auditor Relationship with Clyde Bailey
LOEWEN GROUP: Alderwoods Offers to Repurchase Sr. Notes Due 2009

MAGIC LANTERN: Hires Normandeau as Senior VP Educational Relations
MATERIAL TECH: Former Auditors Comment on Financial Statements
NANOGEN INC: Will Release 2004 2nd Quarter Results on August 3
NAT'L ENERGY: Agrees to Sell Equity Interests in 12 Power Plants
NORTEL NETWORKS: Files Prelim Unaudited 1st & 2nd Quarter Results

NSTEIN TECH: Inks 2 Software Solution Contracts with Time, Inc.
OGLEBAY NORTON: Judge Indicates He'll Approve Disclosure Statement
PEGASUS SATELLITE: Court Partly Grants Employee Retention Program
PLAINS ALL: Adds Capobianco to Board After Plains Resources Sale
PROXIM CORP: Board Approves Succession Plan for New CEO

PROXIM CORP: Inks Debt Conversion & Bridge Loan Pacts
RELIANCE GROUP: Bank Committee Wants Court to Nix Six Big Claims
RENAL CARE: Reports Q2 Results & Acquires Nevada Dialysis Program
RF MICRO: To Redeem $100 Mil. Outstanding 3.75% Convertible Bonds
SECURED DIVERSIFIED: Names Kabani as New Independent Accountants

SONIC ENVIRONMENTAL: Signs First Commercial Clean-up Contract
TAHERA DIAMOND: Equity Deficit Narrows to CDN$1.3 Mil at June 30
TELTRONICS INC: Ernst & Young Resigns as Independent Accountants
TEMBEC: Signs Working Protocol and Pact with Ktunaxa Nation
TENECO AUTOMOTIVE: Fitch Rates New Senior Subordinated Debt B-

TENNECO AUTOMATIVE: Will Not Proceed with $500M Private Placement
THERMADYNE HOLDINGS: 2nd Quarter Conference Call Set for Aug. 9
TOWNHOUSE INC: Case Summary & 2 Largest Unsecured Creditors
UAL CORP: ACA Wants $3 Million Monthly Payment Paid in Full
US AIRWAYS: Reports $34 Million Profit in Strongest 2nd Quarter

USG CORP: Posts Record $1.1 Billion Net Sales in Second Quarter
UGS PLM: Inks $600,000 Pact with Fereng on Teamcenter(R) Use
VANGUARD HEALTH: Commences Solicitation for $300M Senior Notes
W.R. GRACE: Wants Court Nod to Expand Nelson Mullins' Services
WESTERN FOREST: Tricap Acquires 4.5M Shares Pursuant to CCAA Plan

WILSONS LEATHER: To Release 2nd Quarter Results on Aug. 17
WINMAX TRADING GROUP: Goldstein Replaces Stark Winter as Auditors
WOOD PRODUCTS: Three Officers & Directors Resign
WORLDCOM: Court OK Stipulation Resolving Kael Contract Disputes

* Fitch Sets Aug 3 Teleconference to Discuss Report on Health Care

                          *********

360NETWORKS: Creditors Committee Adds Defendants to Tishman Suit
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in 360networks,
Inc.'s chapter 11 proceeding has amended its lawsuit against
Tishman Construction Corporation of D.C. to include six additional
defendants:

    (a) Baltimore Door & Frame, Inc.,
    (b) Ceilings & Partitions, Inc.,
    (c) Freestate Electrical Construction Company,
    (d) Hunt & Walsh, Inc.,
    (e) Jarvis Steel & Lumber Company, Inc., and
    (f) Tyler Mechanical Contracting, Inc.

Aside from its intent to recover $1,024,825 from Tishman, the
Committee, in the alternative, seeks a Court judgment to avoid
and recover these preferential transfers:

    Preferential Payment                 Defendant
    --------------------                 ---------
          $247,959                       Tishman
             4,249                       Baltimore Door
            20,985                       Ceilings
           221,850                       Freestate
             2,160                       Hunt
            97,848                       Jarvis
           429,773                       Tyler

Norman N. Kinel, Esq., at Sidley Austin Brown & Wood, LLP, in New
York, relates that on March 28, 2002, the Debtors demanded
Tishman to return the Alternative Transfers.  Tishman failed to
return the Alternative Transfers.

Mr. Kinel contends that:

    (a) each Alternative Transfer was made to the Transferees
        for on account of an antecedent debt the Debtors owe
        before each Alternative Transfer was made;

    (b) each Transferee was a creditor at the time of the
        Alternative Transfers;

    (c) the Alternative Transfers were made by the Debtors during
        the 90-day period preceding the Petition Date, while they
        were insolvent; and

    (d) by reason of the Alternative Transfers, the Transferees
        were able to receive more than they would receive if:

        -- these cases were cases under Chapter 7 of the
           Bankruptcy Code;

        -- the Alternative Transfers had not been made; and

        -- the Transferees received payment of the debts in the
           Chapter 7 proceedings.

Accordingly, the Alternative Transfers are avoidable and the
Committee is entitled to recover the Alternative Transfers
pursuant to Sections 547(b) and 550 of the Bankruptcy Code, the
Plan and the Confirmation Order.

Headquartered in Vancouver, British Columbia, 360networks, Inc. --
http://www.360.net/-- is a leading independent provider of fiber  
optic communications network products and services worldwide. The
Company filed for chapter 11 protection on June 28, 2001 (Bankr.
S.D.N.Y. Case No. 01-13721), obtained confirmation of a plan on
October 1, 2002, and emerged from chapter 11 on November 12, 2002.  
Alan J. Lipkin, Esq., and Shelley C. Chapman, Esq., at Willkie
Farr & Gallagher, represent the Company before the Bankruptcy
Court.  When the Debtors filed for protection from its creditors,
they listed $6,326,000,000 in assets and $3,597,000,000 in
liabilities. (360 Bankruptcy News, Issue No. 72; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


AFFINITY TECHNOLOGY: Verdict in Temple Ligon Trial is Set Aside
---------------------------------------------------------------
Affinity Technology Group, Inc. (OTCBB:AFFI) said the trial court
had ruled on the Company's post-trial motions made in connection
with the Temple Ligon trial. In its motions the Company claimed,
among other things, that the jury verdict of $382,148 awarded
against the Company in January 2004 should be set aside. The trial
judge granted the Company's motion, set aside the jury verdict and
ordered entry of a judgment in favor of the Company.  Mr. Ligon
had claimed that Affinity had breached an agreement to give him a
1% equity interest in the Company in consideration of services he
claimed to have performed in 1993 and 1994.

Joe Boyle, Affinity's President and Chief Executive Officer,
stated, "We are pleased with this ruling. Although we do not know
if Mr. Ligon will contest the ruling, we hope that the judge's
decision will bring this longstanding dispute to a close."

In other news, Affinity confirmed that it is continuing to attempt
to negotiate the extension of its convertible notes which were due
in June.

            About Affinity Technology Group, Inc.

Through its subsidiary, decisioning.com, Inc., Affinity Technology
Group, Inc. -- whose March 31, 2004 balance sheet shows a
stockholders' deficit of $1,452,569 -- owns a portfolio of patents
that cover the automated processing and establishment of loans,
financial accounts and credit accounts through an applicant-
directed remote interface, such as a personal computer or terminal
touch screen. Affinity's patent portfolio includes U. S. Patent
No. 5,870,721 C1, No. 5,940,811, and No. 6,105,007.


AIR CANADA: French Court Won't Upset Paris Airport Terminal Change
------------------------------------------------------------------
An administrative court in Cergy-Pontoise in Paris, France,
denied Air Canada's request to return to its regular terminal at
Charles de Gaulle International Airport after the airline was
forced to move its operations out when the terminal collapsed in
May 2004, the Associated Press reports.

According to Agence France-Press, Aeroports de Paris asked Air
Canada to leave an undamaged Terminal 2A to make room for Air
France, whose long-haul flights were disrupted by the collapse of
the boarding and waiting section of the ultra-modern Terminal 2E.
Air Canada had to transfer its operations to the older and more
distant Terminal 1.  The transfer was "unacceptable" to Air
Canada, which invested EUR2,000,000 to help renovate Terminal 2A.

Headquartered in Saint-Laurent, Quebec Canada, Air Canada --
http://www.aircanada.ca/-- represents Canada's only major  
domestic and international network airline, providing scheduled
and charter air transportation for passengers and cargo. The
Company filed for CCAA protection on April 1, 2003 (Ontario
Superior Court of Justice, Case No. 03-4932) and Section 304
petition with the U.S. Bankruptcy Court for the Southern District
of New York (Case No. 03-11971).  Matthew A. Feldman, Esq., and
Elizabeth Crispino, Esq., at Willkie Farr & Gallagher serve as the
Debtors' U.S. Counsel.  When the Debtors filed for protection from
its creditors, they listed C$7,816,000,000 in assets and
C$9,704,000,000 in liabilities. (Air Canada Bankruptcy News, Issue
No. 42; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALICE'S WONDERLAND: List of 18 Largest Unsecured Creditors
----------------------------------------------------------
Alice's Wonderland released a list of 18 Largest Unsecured
Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Advanta Bank Corp.            Business Debt              $26,754

Wells Fargo                   Business Debt              $24,467

MBNA AMERICA                  Business Debt              $20,364

Discover Bank                 Business Debt              $16,109

Bank One                      Business Debt              $13,281

Fleet                         Business Debt              $10,036

Peoples Bank                  Business Debt               $8,261

American Express              Business Debt               $7,496

Sam's Club                    Business Debt               $6,915

Office Max Credit             Business Debt               $3,392

Home Depot Credit Services    Business Debt               $2,868

Recovery Together Co.         Business Debt                 $750

Headquartered in Casa Grande, Arizona, Alice's Wonderland --
http://www.aliceswonderland.org/-- specializes in the treatment  
of drug dependency and alcoholism. The Company filed for chapter
11 protection (Bankr. D. Ariz. Case No. 04-03576) on July 19,
2004. Dennis J. Wortman, Esq., at Dennis J. Wortman, P.C.,
represents the Company in its restructuring efforts. When the
Debtor filed for protection from its creditors, it listed both
estimated debts and assets of over $1 million.


ANC RENTAL: Wants Court Nod to Employ R.I. Heller as Claims Agent
-----------------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates ask the Court to
employ R.I. Heller & Company, LLC, as substitute claims and
noticing agent for the Clerk of the Bankruptcy Court.

Thomas G. Whalen, Jr., Esq., at Stevens & Lee, in Wilmington,
Delaware, relates that R.I. Heller is in the business of
providing operational and financial advisory services, including
restructuring services.

As substitute claims and noticing agent of the Bankruptcy Court
Clerk's Office for the District of Delaware, R.I. Heller will:

    (a) prepare and serve required notices in the Debtors' Chapter
        11 cases, including:

           (1) notice of objections to claims; and

           (2) other miscellaneous notices as the Debtors or the
               Court may deem necessary or appropriate for an
               orderly administration of ANC's Chapter 11 cases;

    (b) file with the Clerk's Office an affidavit of service,
        within five business days after the service of a
        particular notice, which includes:

           (1) a copy of the notice served;

           (2) an alphabetical list of persons on whom the notice
               was served, along with their addresses; and

           (3) the date and manner of service.

    (c) maintain copies of all proofs of claim and proofs of
        interest in ANC's Chapter 11 cases;

    (d) maintain official claims registers in ANC's cases by
        docketing all proofs of claim and proofs of interest in a
        claims database that includes these information for each
        claim or interest asserted:

           (1) The name and address of claimant or interest holder
               and any agent, if the proof of claim or proof of
               interest was filed by an agent;

           (2) The date the proof of claim or proof of interest
               was received by R.I. Heller or the Court;

           (3) The claim number assigned to the proof of claim or
               proof of interest; and

           (4) The asserted amount and classification of the
               claim;

    (e) implement necessary security measures to ensure the
        completeness and integrity of the claims registers;

    (f) transmit to the Clerk's Office a copy of the claims
        registers on a monthly basis, unless requested by the
        Clerk's Office on a more or less frequent basis;

    (g) maintain a current mailing list for all entities that have
        filed proofs of claim or proofs of interest and make the
        list available to the Clerk's Office or any party-in-
        interest upon written request;

    (h) provide access to copies of the proofs of claim or proofs
        of interest filed in these cases without charge during
        regular business hours;

    (i) record all transfers of claims pursuant to Rule 3001(e) of
        the Federal Rules of Bankruptcy Procedure and provide
        notice of the transfers as required by Bankruptcy Rule
        3001(e);

    (j) comply with applicable federal, state, municipal and local
        statutes, ordinances, rules, regulations, orders and other
        requirements;

    (k) provide temporary employees to process claims, as
        necessary;

    (l) promptly comply with further conditions and requirements
        as the Clerk's Office or the Court may at any time
        prescribe; and

    (m) provide other claims processing, noticing and related
        administrative services as may be requested from time to
        time by the Debtors.

William N. Plamondon, III, President and CEO of R.I. Heller,
represents that by accepting employment in the Debtors' Chapter
11 cases, R.I. Heller waives any rights to receive compensation
from the United States government.  In its capacity as the Claims
and Noticing Agent in ANC's Chapter 11 cases, R.I. Heller will
not be an agent of the United States and will not act on behalf
of the United States.

Furthermore, R.I. Heller will not employ any past or present
employees of the Debtors in connection with its work as the
Claims and Noticing Agent other than existing R.I. Heller
employees who worked for the Debtors prior to October 2003.

Mr. Plamondon assures the Court that neither R.I. Heller nor any
of its employees has any connection with the Debtors, their
creditors or any other party-in-interest except that he did
contract work for the Debtors prior to the Petition Date.
Neither R.I. Heller nor any employee represents any interest
adverse to the Debtors' estates with respect to the matters on
which R.I. Heller is to be engaged.

Heller will charge a flat monthly compensation rate of $5,000.
Mr. Whalen points out that the flat rate is more favorable than
the prices charged by the prior claims agent, Donlin, Recano &
Company, Inc., and is consistent with prices charged by other
practitioners retained in Chapter 11 cases to perform similar
services.

Headquartered in Fort Lauderdale, Florida, ANC Rental Corporation,
is the world's third-largest publicly traded car rental company.  
The Company filed for chapter 11 protection on November 13, 2001
(Bankr. Del. Case No. 01-11200). On April 15, 2004, Judge Walrath
confirmed the Debtors' 3rd amended Chapter 11 Liquidation Plan, in
accordance with Section 1129(a) and (b) of the Bankruptcy Code.

Upon confirmation, Blank Rome, LLP, and Fried, Frank, Harris,
Shriver & Jacobson, LLP, withdrew as the Debtors' counsel. Gazes &
Associates, LLP, and Stevens & Lee, PC, serve as substitute
counsel to represent the debtors' post-confirmation interests.
When the Company filed for protection from their creditors, they
listed $6,497,541,000 in assets and $5,953,612,000 in liabilities.
(ANC Rental Bankruptcy News, Issue No. 57; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ARCHIBALD CANDY: Canada & U.S. Courts Approve Laura Secord Sale
---------------------------------------------------------------
In a cross-border hearing conducted by video conference, Courts in
Canada and the United States approved the sale of Laura Secord to
Gordon Brothers Group LLC.  The transaction is expected to close
on August 9, 2004.

The hearing follows the announcement by Archibald Candy
Corporation and Archibald Candy (Canada) Corporation on July 23,
2004 that Gordon Brothers had been chosen the successful bidder
for the assets of Laura Secord at an auction conducted that day.

As previously reported in the Troubled Company Reporter, Gordon
Brothers delivered the highest and best bid for Laura Secord's
assets -- approximately C$27.6 million.  

Founded in 1903, Gordon Brothers Group, LLC --
http://www.gordonbrothers.com/-- provides global advisory,  
operating and financial services to companies at times of growth
or restructuring. Through its GB Palladin Capital division, Gordon
Brothers takes a hands-on approach to investing, using its
capital, industry knowledge and expertise to help companies and
managers achieve their goals. The principals of Gordon Brothers
and GB Palladin have served as active investors, directors and
executives in numerous public and private corporations. As such,
they are in a unique position to work with managers on growth or
brand repositioning through improved merchandising and marketing,
more efficient operations and financial management.

Founded in 1913, Laura Secord operates 160 retail shops,
distributes its products in more than 2,000 third party retail
outlets across Canada and has 1,600 employees.  Laura Secord's
business is conducted by Archibald Candy (Canada) Corporation, a
wholly owned subsidiary of Laura Secord Holdings Corporation,
which is a wholly owned subsidiary of Archibald U.S. Archibald
Candy (Canada) Corporation is not a direct party to Archibald
U.S.'s bankruptcy proceeding.  Additional information on Laura
Secord can be found at http://www.laurasecord.ca/


AVAYA INC: Reports $61 Mil Net Income for FY '04 Third Quarter
--------------------------------------------------------------
Avaya Inc., (NYSE: AV) a leading global provider of business
communications software, systems and services, reported income
from continuing operations of $58 million or earnings of 12 cents
per diluted share in the third fiscal quarter.  Included in the 12
cents was a four cents per diluted share charge for the repurchase
of senior secured notes in the third fiscal quarter.  The company
reported its sixth straight year-over-year increase in quarterly
operating income, an increase driven by profitable results from
all three business segments.

In the same quarter last year, the company said it reported a loss
from continuing operations of $3 million or a loss of one cent per
diluted share.  Included in those results was a three cent per
diluted share gain from the extinguishment of debt and a gain on
an asset sale.

Third fiscal quarter 2004 revenues increased nine percent to
$1.016 billion compared to $929 million in the same period last
year.  

The company noted higher revenues and gross margin, coupled with
lower selling general and administrative (SG&A) expenses
contributed to a 53 percent sequential increase to $92 million in
operating income, bringing operating margin to nine percent of
sales.  This is up from break even operating income a year ago.  
Operating cash flow from continuing operations in the quarter was
$215 million.  Gross margin increased year-over-year to 48 percent
from 43 percent, and SG&A expenses were 30 percent of sales, down
two percentage points from the second fiscal quarter of 2004.

The company said including results from discontinued operations,
net income for the third fiscal quarter of 2004 was $61 million or
13 cents per diluted share compared to net income of $8 million or
two cents per diluted share in the third fiscal quarter of 2003.

Avaya said discontinued operations includes its former
Connectivity Solutions segment, substantially all of which had
been completely divested as of June 30, 2004, and the segments of
the Expanets business it had divested.
    
                          CEO Comments

"Avaya's performance this quarter demonstrates our ability to
execute against our strategy," said Don Peterson, chairman and
CEO, Avaya.  "Our revenues grew significantly over last year, and
we're seeing increasing signs that customers are migrating to IP
telephony to help them improve their business processes.  Product
sales rose 11 percent year-over-year driven by rising demand for
gateways and IP Office."
    
                      Year-To-Date Results

Revenues for the first nine months of fiscal 2004 were
$2.993 billion, an increase of six percent compared to revenues of
$2.825 billion for the first nine months of fiscal 2003.   Avaya
earned $191 million or 42 cents per diluted share from continuing
operations in the first nine months of fiscal 2004, compared to a
loss from continuing operations of $183 million or a loss of 49
cents per diluted share in the first nine months of fiscal 2003.

Avaya noted, including results from discontinued operations, it
earned $196 million or 43 cents per diluted share in the first
nine months of fiscal 2004 compared to a net loss of $154 million
or a net loss of 41 cents per diluted share in the same period of
fiscal 2003.
    
                          CFO Comments

"We continue to transform Avaya to drive profitable growth and
position the company to take advantage of opportunities in the
marketplace," said Garry K. McGuire, chief financial officer and
senior vice president, corporate development, Avaya. "We generated
$215 million in operating cash flow this quarter, our cash
increased by 81 percent year-over-year to $1.5 billion, and net
cash rose 19 percent sequentially to $939 million.  We made a
voluntary contribution to our pension plan this quarter increasing
our financial flexibility going forward, and we have reduced debt
year-over-year by 41 percent to $584 million.  We continue to make
substantial progress to deleverage the balance sheet and further
improve our financial strength."
    
                            Outlook

The company noted its fourth fiscal quarter is typically its
strongest quarter of the year in terms of revenue and operating
income.  Even though there remain many uncertainties in the
marketplace, along with concerns around economic growth and
inflation, total employment levels, a key indicator historically
for the company's growth prospects remain strong.  Therefore the
company remains cautiously optimistic that its fourth fiscal
quarter will be consistent with historical patterns.  The company
believes its gross margin improvements are largely sustainable,
although gross margin may fluctuate from quarter to quarter
depending on the mix of overall revenue, the mix of products sold,
and direct and indirect channel mix.  Avaya said it is committed
to controlling costs and improving its expense profile and will
maintain this approach going forward.  It expects, however, to see
higher sales expenses in the fourth fiscal quarter resulting from
normal year-end increases in sales commission payments and a
modest increase in marketing expenses as it drives to increase
market share and strengthen brand positioning.
    
                  Highlights From The Quarter

Avaya made several announcements since the last quarter which
highlight how the company helps its customers use IP telephony to
improve their business processes:
    
   * Earlier on June 27, Avaya introduced new converged mobility
     products that extend IP telephony to wireless networks and       
     deliver the benefits of desktop communications to employees     
     wherever they are in a building. These products, the Avaya
     W310 Gateway and Avaya W110 WLAN Access Points, make wireless    
     calls on a company's network more secure with better sound
     quality, and have less chance of fading as workers move about
     a building.  The products play a critical role in the
     converged Wi-Fi and cellular solution architecture the
     company is developing with Motorola and Proxim.

   * Toshiba Corporation chose Avaya to deploy a 12,000-person SIP
     (Session Initiation Protocol)-enabled IP telephony system for
     its Tokyo headquarters.  When completed in early 2005,
     Toshiba will host one of the largest SIP-enabled IP telephony
     implementations in the world.  SIP is an industry standard
     that enables users to conduct multimedia communications
     sessions that can incorporate voice, video and chat, or more.
     Key factors for Toshiba in selecting Avaya are the high voice
     quality and scalability that Avaya IP telephony solutions can
     deliver.
    
   * Lund University in Sweden also chose Avaya to provide
     converged infrastructure, communications applications and
     services.  Lund University is one of Northern Europe's
     largest educational institutions with 38,000 students.  When
     complete in 2005, the system will be one of the largest SIP-
     enabled IP telephony implementations in Northern Europe.  The
     new Avaya network will provide telephony services for its
     7,000 employees, each with their own IP extension, allowing
     them to easily transfer calls around the university's 230
     locations across four cities.
    
   * MetLife Mexico, with more than five million customers, is the     
     largest financial services life insurance company in Mexico.  
     After a 2003 merger, Avaya helped MetLife Mexico integrate
     the communications networks of two companies into one
     converged voice and data network that help the company reduce
     costs while improving customer service.  More than 1,500
     employees are connected to the network.  Users in MetLife's
     headquarters can connect to the company's network from
     anywhere in the building without the need of calling
     technical support.  Employees can also work remotely with the
     same features and functionalities that they have at the
     office.
    
   * Avaya implemented a multimedia contact center system for
     ebookers plc, a leading pan-European online travel agency.
     The new contact center system links 1,000 agents located in
     38 sites in 11 countries across the UK, mainland Europe and    
     India, to create one of the world's largest 'virtual' contact
     centers.  The Avaya system enables agents to seamlessly
     handle all Web, phone, fax and e-mail-based customer
     communications. Agents are provided with a single integrated-
     view of previous customer contact across all channels,
     allowing them to complete transactions and resolve enquiries
     faster and more effectively.
    
   * The company announced an agreement with Microsoft enabling it
     to license Microsoft(R) Business Solutions CRM (Microsoft
     CRM) and develop an "all in one" application suite by
     embedding it with the Avaya IP Office family.  With the
     suite, Avaya enables small and medium businesses to use
     service and support applications to manage and improve their
     customer contact functions.  The agreement also includes co-
     marketing and lead generation to enable Microsoft Partners
     and Avaya BusinessPartners to sell the solution.
    
                          About Avaya

Avaya Inc. designs, builds and manages communications networks for
more than one million businesses worldwide, including more than 90
percent of the FORTUNE 500(R). Focused on businesses large to
small, Avaya is a world leader in secure and reliable Internet
Protocol (IP) telephony systems and communications software
applications and services.  Driving the convergence of voice and
data communications with business applications -- and
distinguished by comprehensive worldwide services -- Avaya helps
customers leverage existing and new networks to achieve superior
business results.  For more information visit the Avaya website:
http://www.avaya.com
    
                            *   *   *

As reported in the Troubled Company Reporter's May 4, 2004
edition, Standard & Poor's Rating's Services revised its outlook
on the rating of Avaya Inc. to positive from stable. The 'B+'
corporate credit and senior secured debt and 'B' senior unsecured
debt ratings were affirmed.  The outlook revision reflects
improved profitability in recent quarters combined with reduced
debt, improving debt protection metrics and increased balance
sheet liquidity.


AVAYA INC: Unveils New Converged Mobility Products
--------------------------------------------------
Avaya (NYSE: AV), a leading global provider of business
communications software, systems and services, unveiled new
converged mobility products that help extend the key advantages of
office communications to employees traveling throughout -- and
beyond -- an enterprise.  These products play a critical role in
the converged Wi-Fi and cellular solution architecture Avaya is
developing with Motorola and Proxim.  Avaya's new products
seamlessly extend IP telephony -- a software-based technology that
uses voice over Internet protocol (VoIP) to transmit voice over a
data network -- to wireless networks.  The new products are
designed to improve the delivery of IP applications and voice
communications for a mobile workforce, driving enhanced
productivity, new cost efficiencies and greater security in
enterprise wireless communications.

The new products -- the Avaya W310 WLAN Gateway and Avaya W110
WLAN Access Points -- incorporate co-developed technologies from
Avaya and Proxim.  The gateway and access points, along with
Avaya's award-winning IP telephony software, Communication
Manager, deliver a voice over wireless LAN (VoWLAN) solution that
will support the Motorola CN620, a new dual-network Mobile
Office Device announced on July 27 by Motorola.  Avaya has been
collaborating with Motorola and Proxim on the creation of an
enterprise seamless mobility solution, which supports continuous
communications to users across business wireless networks and
public cellular networks.

This enterprise seamless mobility solution helps organizations
boost productivity by enabling employees to use the Motorola dual-
network device to conduct wireless conversations that will not
fade or drop as they move to various locations throughout a work
campus, as well as away from their office building.  Users of the
enterprise mobility solution will also have seamless access to
advanced IP capabilities, such as listening to e-mail, accessing
corporate directories and overseeing multi-party teleconferences,
as they move across a WLAN and onto public cellular networks.

Seamless mobility can also drive greater cost-efficiency for
enterprises through device consolidation and centralized
management of an organization's LAN infrastructure.  For example,
highly mobile employees who switch between office phones, cell
phones or other devices for communications can now use one
Motorola dual-network device to make VoIP-based calls as they
travel within an enterprise or to an outside destination. The
Avaya W310 Wireless LAN Gateway and W110 Access Points also let
information technology (IT) administrators centrally manage and
monitor an enterprise's wireless networking capabilities from one
location, resulting in lower labor and administration costs.

"By delivering improved, seamless access to IP applications over
wireless networks, the key advantages employees have in their
offices are extended to them as they move within an enterprise,
and outside office walls," said Micky Tsui, vice president and
general manager for Avaya's communications systems division.  "Our
collaboration with Motorola and Proxim will help businesses take
the next step in deploying advanced wireless solutions that meet
the needs of a highly mobile workforce."

The seamless mobility solution from Avaya, Motorola and Proxim is
in the final stages of development and currently undergoing trials
in several enterprises throughout North America.  Commercial
availability of the solution is expected later this year.
    
Users of the Avaya W310 WLAN Gateway and W110 Access Points, which
are now available to enterprises globally, will also gain wireless
communications with greater security, improved reliability and
enhanced voice quality and functionality within the enterprise
network. This is made possible through standards-based
technologies and the architecture of the Avaya WLAN gateway and
access points.

The Avaya gateway and access points deliver greater security by
placing the critical access point intelligence and security policy
provisioning into a single gateway.  This helps enterprises to
detect vulnerabilities in a WLAN -- caused by the placement of
"rogue access points" -- and stop hackers or unauthorized parties
from accessing a business network.  In addition, the Wi-Fi
Protected Access standard encrypts communications over a wireless
IP network in order to keep conversations confidential.

Avaya's converged mobility products deliver in-enterprise wireless
communications that enable mobile workers to have wireless
conversations anywhere within the network with the equivalent
reliability and voice quality of a desktop office phone.  The
gateway and access points are designed to ensure that network
users' conversations do not drop or experience gaps, regardless of
their location. Increased Quality of Service (QoS), which is based
on Wireless Multimedia Extensions (WME) standards, facilitates
clear IP-based voice communications over 802.11 Wi-Fi networks.

"Voice over Wireless LAN is clearly the 'killer app' for wireless
networks, and Avaya's new converged mobility products deliver the
critical infrastructure necessary to rapidly accelerate the
deployment of IP wireless," said Nick Lippis, president, Lippis
Enterprises.  "By introducing better security, voice quality and
reliability in VoWLAN, Avaya is driving the natural evolution of
enterprise wireless communications."
    
With these new mobility products, Avaya provides a VoWLAN
foundation for companies of all sizes, including Columbia, South
Carolina-based SCANA Corporation, a Fortune 500 energy company
that uses Avaya's new WLAN gateway and access points, as well as
its flagship IP telephony software.  With a large percentage of
its electric generating plant workers, line workers and other
employees requiring mobile capabilities, SCANA chose the Avaya
solution to deliver improved wireless access to its business
network, driving enhanced collaboration and productivity.

"Avaya enabled us to introduce voice over wireless LAN solutions
that help our employees make faster decisions and be more
productive," said Tim Ritter, communications manager for the SCANA
Corporation.  "In our business, we need to remain instantly
accessible and in close contact with colleagues and customers
while on the go -- in and around our facilities. This makes for
more productive employee interactions and delivers capabilities
that are absolutely essential to our business."
    
Avaya Inc. designs, builds and manages communications networks for
more than one million businesses worldwide, including more than 90
percent of the FORTUNE 500(R). Focused on businesses large to
small, Avaya is a world leader in secure and reliable Internet
Protocol (IP) telephony systems and communications software
applications and services.  Driving the convergence of voice and
data communications with business applications -- and
distinguished by comprehensive worldwide services -- Avaya helps
customers leverage existing and new networks to achieve superior
business results.  For more information visit the Avaya website:
http://www.avaya.com
    
                         *   *   *

As reported in the Troubled Company Reporter's May 4, 2004
edition, Standard & Poor's Rating's Services revised its outlook
on the rating of Avaya Inc. to positive from stable. The 'B+'
corporate credit and senior secured debt and 'B' senior unsecured
debt ratings were affirmed.  The outlook revision reflects
improved profitability in recent quarters combined with reduced
debt, improving debt protection metrics and increased balance
sheet liquidity.


BIG FLASH: Board Dismisses Independent Accountant & Hires New Firm
------------------------------------------------------------------
On June 7, 2004, Big Flash Corporation's Board of Directors
unanimously approved a resolution to dismiss Jack F. Burke, Jr.,
Certified Public Accountant, from his position as independent
certifying accountant.

The audit report of Jack F. Burke, Jr. for the period ended July
31, 2000, contained a modification expressing substantial doubt as
to Company's ability to continue as a going concern. The audit
report contained no other adverse opinion, disclaimer of opinion
or modification as to uncertainty, audit scope or accounting
principle. In connection with his audit from July 27, 1999, the
date of inception, through July 31, 2000, review of unaudited
financial statements through July 31, 2000, and through the date
of dismissal on June 7, 2004, there have been no disagreements
with Jack F. Burke, Jr. on any matters of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedures, which if not resolved to the satisfaction of Jack F.
Burke, Jr., would have caused them to make reference thereto on
the financial statements.

                    New Auditing Firm On Board

Also on June 7, 2004, the Board of Directors unanimously
approved a resolution to engage Chisholm, Bierwolf & Nilson,
Certified Public Accountants, to audit the Company's financial
statements for the fiscal years ended December 31, 2000, 2001,
2002 and 2003.

Also on June 7, 2004, the Board clarified that Big Flash's
fiscal year end is December 31. The Board further resolved to
cause to be prepared and filed with the SEC as soon as practical
all annual and periodic reports from September 30, 2000 to the
present.

Big Flash Corporation was incorporated on July 27, 1999 under the
laws of the State of Delaware, for the purpose of acquiring assets
or shares of an entity actively engaged in business which
generates revenues, in exchange for Big Flash Corporation
securities.

Big Flash Corporation's president, Edward F. Cowle, also serves as
president for Calypso Financial Services Inc.  Calypso disclosed
making the identical change of accounting firms.  


CABO RESTAURANTS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Cabo Restaurants, LP
        aka Cabo Mix Mex Grill
        aka Cabo
        aka Cabo Travis
        419 Travis
        Houston, Texas 77002

Bankruptcy Case No.: 04-40445

Type of Business: The Debtor operates a restaurant.
                  See http://www.cabomixmex.com/

Chapter 11 Petition Date: July 26, 2004

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Bennett G. Fisher, Esq.
                  Fisher and Associates PC
                  1800 Two Houston Center
                  909 Fannin St.
                  Houston, TX 77010
                  Tel: 713-223-8400
                  Fax: 713-609-7766

Total Assets: $177,092

Total Debts:  $2,463,523

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Amresco Commercial Finance,   Value of Collateral:    $1,200,000
Inc.                          $101,883
412 E. Parkcenter Blvd.,      Unsecured:
Suite 300                     $1,200,000
Boise, ID 83706

Kensinger Properties Limited                            $350,000
C/O John Dunne
2400 Two Houston Center,
909 Fannin
Houston, TX 77010

IDine Restaurant Group        Trade debt                $365,612
16910 N. Dallas Parkway,      Value of Collateral:
Suite 200                     $123,300
Dallas, TX 75248              Unsecured:
                              $293,932

Internal Revenue Service                                 $93,616

Power Equities Inc.           Loan                       $75,000

Sysco Food Services of                                   $73,197
Houston

Wells Fargo                   Bank loan                  $60,000

Bill Malone, Jr., Trust       Trade debt                 $24,939
Account

Kathleen T. Tangney                                      $12,130

Cain, Buche & Lacroiox, PC                               $12,130

Cappellen & Associates                                   $12,072

State Treasurer                                          $11,800

State Treasurer                                           $9,888

Dimare Fresh, Inc. - Houston                              $9,297

Nextel Communications                                     $8,635

Super Lopez Tortilla Company                              $6,513

Bill Malone, Jr. Trust                                    $6,143
Account

Inside Houston Magazine Inc.                              $5,774

Entergy Solutions LTD.                                    $5,623

Stone Wood Steel                                          $4,126


CALCITECH: Will File Delayed Annual Financials Next Week
--------------------------------------------------------
CalciTech, Ltd., confirms that it expects to file its annual
financials to February 29, 2004 with British Columbia Securities
Commission, Alberta Securities Commission and TSX Venture Exchange
early next week.  Following filing delays last year due to the
adoption of the new rules under the Sarbanes-Oxley Act in meeting
United States filing deadlines under Unites States GAAP, CalciTech
made a change of auditors late in the year to a smaller
international firm more appropriate to a small cap company.  The
new auditors, MRI Moores Rowland LLP, have now largely completed
their work for the last year.  These filings will shortly be
followed by the annual filing of Form 20F with the Securities
Exchange Commission.

CalciTech has developed a revolutionary new and patented
environmental technology for the conversion of industrial lime
waste and carbon dioxide into synthetic calcium carbonate (SCC), a
commercially valuable, high value added specialty mineral aimed
predominantly at the huge paper industry. CalciTech's SCC is set
to revolutionise the paper coatings industry through its superior
properties, new applications, cost effectiveness and environmental
qualities.

Due to its unique characteristics, SCC has many potential
applications outside the paper industry, such as the
pharmaceutical, food, plastic, rubber, sealants and adhesives
industries.

At November 30, 2003, Calcitech's stockholders' deficit widened to
$3,701,000, compared to a $1,963,000 deficit at November 30, 2002.


CALYPSO FINANCIAL: Board Dismisses Accountant & Hires New Firm
--------------------------------------------------------------
On June 7, 2004, Calypso Financial Services Inc.'s Board of
Directors unanimously approved a resolution to dismiss Jack F.
Burke, Jr., Certified Public Accountant, from his position as  
independent certifying accountant.

The audit report of Jack F. Burke, Jr. for the period ended
July 31, 2000, contained a modification expressing substantial
doubt as to Company's ability to continue as a going concern.  

                        New Auditor Hired
    
Also on June 7, 2004, the Company's Board of Directors unanimously
approved a resolution to engage Chisholm, Bierwolf & Nilson,
Certified Public Accountants, to audit the Company's financial
statements for the fiscal years ended December 31, 2000, 2001,
2002 and 2003.

Calypso Financial Services was incorporated on July 27, 1999 under
the laws of the State of Delaware, for the purpose of acquiring
assets or shares of an entity actively engaged in business which
generates revenues, in exchange for Calypso Financial Services
securities.

Also on June 7, 2004, Calypso's Board clarified that the Company's
fiscal year end is December 31. The Board further resolved to
cause to be prepared and filed with the SEC as soon as practical
all annual and periodic reports from September 30, 2000 to the
present.

Calypso Financial Services Inc.'s president, Edward F. Cowle, also
serves as president for Big Flash Corporation.  Big Flash
disclosed making the identical change of accounting firms.  


CAPITAL ENVIRONMENTAL: Will Become Waste Services Subsidiary
------------------------------------------------------------
Capital Environmental Resource Inc. (Nasdaq: CERI) shareholders
have approved the proposed plan of arrangement pursuant to which
Capital will become a subsidiary of Waste Services, Inc., a
Delaware corporation.  Capital's name will also be changed to
Waste Services (CA) Inc.  The hearing for the final approval order
of the Ontario Superior Court of Justice will take place on July
30, 2004.  Capital also stated that it will continue to accept
elections from non-U.S. resident shareholders to receive
exchangeable shares of Capital under the arrangement until 5:00
p.m. today, July 29, 2004.
    
Capital Environmental Resource Inc. is a multi-regional integrated
solid waste services company that provides collection, transfer,
disposal and recycling services in the United States and Canada.  
The Company's web site is http://www.capitalenvironmental.com/

Waste Services has over 1.2 million residential customers and
approximately 70,000 commercial and industrial costumers. Customer
concentration is low, with no single customer or contract
accounting for more than 2% of pro forma revenue for the year
ended Dec. 31, 2003. Commercial, residential, and industrial
services account for 33%, 30%, and 25% of total revenues,
respectively, although landfill revenue should increase
substantially in future.


CATHOLIC CHURCH: U.S. Trustee Appoints Tort Claimants Committee
---------------------------------------------------------------
Pamela J. Griffith, the Assistant United States Trustee for
Region 18, appointed a seven-member Official Committee of
Tort Claimants in the Archdiocese of Portland in Oregon's Chapter
11 case:

           (1) Mr. Donn Christiansen
               c/o Michael Morey, Attorney
               Michael Morey P.C.
               8 N State Street #301
               Lake Oswego, Oregon 97034
               Ph: (503) 636-6001
               Fax: (503) 636-8512
               E-mail: morey@msmoreylawfirm.com

           (2) Mr. Matthew J. Clemens
               c/o Gary Basaccio, Attorney
               2125 SW 4th Avenue, Suite 600
               Portland, Oregon 97201
               Ph: (503) 222-2600
               Fax: (503) 222-5405
               E-mail: garyabisaccio@americaonline.com

           (3) Mr. Curtis S. Grecco
               c/o Dan Gatti, Attorney
               Gatti, Gatti and Maier
               1781 Liberty Street
               Salem, Oregon 97302
               Ph: (503) 363-3443
               Fax: (503) 371-2482
               E-mail: rsj@gattilaw.com

           (4) Mr. Stephen T. Walsh
               c/o David Slader, Attorney
               806 SW Broadway, Suite 400
               Portland, Oregon 97205
               Ph: (503) 243-6336
               Fax: (503) 242-0958
               E-mail: dslader@spiritone.com

           (5) Mr. Bob Catkins
               c/o Kevin Strever, Attorney
               Barton & Stever P.C.
               214 SW Coast Hwy.
               Newport, Oregon 97365
               Ph: (541) 265-5377
               Fax: (541) 265-5614
               E-mail: attorneys@bartonstrever.com

           (6) Mr. Peter F. Carlich
               c/o Scott Beckstead, Attorney
               PO Box 700
               Waldport, Oregon 97394
               Ph: (541) 563-5447
               Fax: (541) 563-5497
               E-mail: beckatt@pioneer.net

           (7) Mr. Thomas Ryan
               c/o Kelly Clark, Attorney
               O'Donnell & Clark LLP
               1706 NW Glisan, Suite 6
               Portland, Oregon 97035
               Ph: (503) 306-0224
               Fax: (503) 306-0257
               E-mail: kellyc@oandc.com

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. of Sussman
Shank LLP represent the debtor in its restructuring efforts. When
the debtor filed for chapter 11 protection, it listed estimated
assets of $10,000,000 to $50,000,000 and estimated debts of
$25,000,000 to $50,000,000.

The freshly appointed Official Committee of Tort Claimants has
hired:

          Albert N. Kennedy, Esq.
          Timothy J. Conway, Esq.
          Michael W. Fletcher, Esq.
          F. Jackson Lewis, Esq.
          Tonkon Torp, LLP
          1600 Pioneer Tower
          888 SW Fifth Avenue
          Portland Oregon 97204
          Telephone (503) 221-1440
          Fax (503) 274-8779

as its general bankruptcy Counsel. (Catholic Church Bankruptcy
News, Issue No. 3; Bankruptcy Creditors' Service, Inc., 215/945-
7000)   


CHARTER COMMS: Inks Settlement Pact with SEC on Investigation
-------------------------------------------------------------
The United States Securities and Exchange Commission (SEC) has
concluded its enforcement action against Charter Communications,
Inc. (NASDAQ:CHTR), enabling the Company to focus fully on growing
revenues and serving its customers.

The SEC and Charter have reached a final agreement to settle the
investigation, pursuant to which Charter agreed to entry of an
administrative order prohibiting any future violations of United
States securities laws. In the Settlement Agreement and Cease and
Desist Order, Charter neither admitted nor denied any wrongdoing,
and the SEC assessed no fine against the company.

"We are very pleased to put this issue from the past behind us,"
said Carl Vogel, Charter President and Chief Executive Officer.
"We are a new company, and bringing this issue to closure allows
to focus on serving our customers." Mr. Vogel said that Charter
cooperated fully with the SEC in its 20-month investigation and
was committed to implementing the institutional changes requested
by the SEC.

The SEC's investigation generally concerned the Company's
determination of the number of its customers, various accounting
practices and procedures concerning capitalization of certain
expenses and dealings with certain vendors, including programmers
and digital set-top terminal suppliers.

Charter had conducted an internal review of its business practices
both before and during the SEC's investigation. The Company has
put in place a new management structure, which includes leadership
consisting of well-regarded, independent industry professionals.
The Company promoted other key individuals with proven abilities
to elevated positions of responsibility. Charter also implemented
a comprehensive Company-wide corporate compliance program designed
to ensure that its employees comply fully with applicable laws and
regulations and perform their job duties with integrity and
accountability. In addition, the company has instituted new
procedures intended to increase the transparency of its financial
results to its shareholders and the public.

In July 2003, four former officers of the company were indicted by
a federal grand jury as part of an investigation into business
practices at Charter during 2000 and 2001. Charter's financial
results for 2000 and 2001 were re-audited by KPMG, which took over
Charter's audit responsibilities in April 2002 from Arthur
Andersen. Related financial statements were fully restated to
reflect the company's financial position and results of
operations. The Company stands behind those restated results.

Charter, which cooperated fully with the Department of Justice in
its investigation and was not charged, was praised by both the
United States Attorney and by then Deputy Attorney General Larry
D. Thompson for its "extraordinary" cooperation with the
Government. Neither Charter nor any of its current officers or
directors is a target of that inquiry.

                         About Charter

Charter Communications, Inc., a broadband communications company,
provides a full range of advanced broadband services to the home,
including cable television on an advanced digital video
programming platform via Charter Digital(TM) and Charter High-
Speed Internet Service(TM). Charter also provides business to
business video, data and Internet protocol (IP) solutions through
Charter Business Division. Advertising sales and production
services are sold under the Charter Media(R) brand.

More information about Charter can be found at
http://www.charter.com/

                         *   *   *

As reported in the Troubled Company Reporter's May 26, 2004
edition, Standard & Poor's Ratings Services revised its outlook on
Charter Communications Inc. and subsidiaries to positive from
developing. All ratings, including the 'CCC+' corporate credit
rating, were affirmed.

"The outlook revision is based largely on the company's improved
maturity profile following the April 2004 refinancing," explained
Standard & Poor's credit analyst Eric Geil. "Operating
improvement, including a slowing rate of basic subscriber loss,
also factored into the outlook revision."

Nevertheless, the ratings are still dominated by very high
financial risk from elevated leverage, negative discretionary cash
flow, and pressure from rising debt maturities, including $588
million in convertible debt due in 2005. Repayment of this debt
could depend on access to external financing, which will hinge on
Charter's demonstration of sustainable positive operating
momentum. Performance could be challenged by intense competition
for video customers from satellite TV companies, which have
recently increased promotional spending.


CENTURY/ML: Court Nixes 12 Objectionable Claims Totaling $5 Mil.
----------------------------------------------------------------
At Century/ML Cable Venture's request, Judge Gerber disallows and
expunges 12 claims filed in its Chapter 11 case:

    * Nine Claims were wrongly filed against Century/ML:

      Claimant                           Claim No.   Claim Amount
      --------                           ---------   ------------
      At Home General Unsecured              1         $1,378,315
      Creditors Liquidating Trust

      Christeen R. Knolle                   10            150,000

      City of Hermosa Beach                  8             50,000

      Discovery Latin America, LLC          14            367,942

      J.A. Miller Utility Contractor        24             40,173

      Karen L. Engard                        7             58,880

      Mary Ellen Onderko                     4             14,778

      Mikeical and Susan Kimpel              3          3,300,000

      William B. Hahn and Eva B. Little     23                500

    * Three Claims were not reflected in Century/ML's books and
      records.  The Claims also failed to provide sufficient
      information to support their validity:

      Claimant                           Claim No.   Claim Amount
      --------                           ---------   ------------
      Irma Baez Hernaiz                     22      None provided

      Linda and Richard Boyle                5            250,000

      Mercedes Nunez                         6            100,000

Century/ML Cable Venture filed for Chapter 11 protection on
September 30, 2002 (Bankr. S.D.N.Y. Case No. 02-14838).  
Century/ML Cable Venture is a New York joint venture of Century
Communications Corporation, a wholly owned indirect subsidiary of
Adelphia Communications Corporation, and ML Media Partners, LP.
It holds the the cable franchise in Leviton, Puerto Rico.
Adelphia Communications Corporation and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the Century and ACOM Debtors. (Adelphia Bankruptcy
News, Issue No. 64; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


CHESAPEAKE ENERGY: Fitch Holds BB Rating on Senior Unsecured Notes
------------------------------------------------------------------
Fitch Ratings maintains its rating of Chesapeake Energy's senior
unsecured notes at 'BB', its senior secured bank facility rating
at 'BBB-', and its convertible preferred stock rating at 'B+'
following the announcement that Chesapeake has entered into three
transactions to purchase assets valued at approximately $591.5
million.  The Rating Outlook for Chesapeake remains Stable.

Chesapeake was acquiring assets from Tulsa-based Bravo Natural
Resources, Inc. and Houston-based Legend Natural Gas, L.P., and a
much smaller acquisition from Oklahoma City-based Tilford-Pinson
Exploration, Inc.  The $335 million Bravo acquisition consists of
204 billion cubic feet equivalent (bcfe) of proved reserves
located in the Anadarko Basin area of the Mid-Continent.  Current
production is 25 million cubic feet equivalent (mmcfe) per day.
Through the $235 million Legend acquisition, Cheasapeake will
acquire 87 bcfe of proved reserves located in Zapata County Texas,
very near the successfully acquired Laredo assets.  Current
production from the Legend assets is 27 mmcfe per day.  Both the
Bravo and Legend transactions are expected to close in August.  
The $21.5 million Tilford-Pinson transaction, which recently
closed will add about 19 bcfe of proved reserves.

Similar to recent Chesapeake transactions, the company expects to
finance these acquisitions with a combination of approximately
$300 million in new common stock issuance (before a 15% over-
allotment option), and $300 million of new 10-year senior
unsecured notes.  Pro forma, Chesapeake will have 4.1 trillion
cubic feet equivalent (tcfe) of proved reserves and total debt
after completion of the proposed offering will be about $2.7
billion, providing debt of approximately $0.66 per mcfe and debt
of $0.93 per PDP mcfe.

In addition to Chesapeake's recent growth performance, the rating
is based on the company's low risk reserve profile and the
conservative funding strategy employed to finance the growth.  Its
4.1 tcfe of reserves have a reserve life of nearly 12 years.
Approximately 71% of its reserves are proven developed producing
(PDP) with a reserve life of more than eight years.  Approximately
80% of its reserves are in the very familiar Mid-Continent region
and 10% are in the Permian Basin.  Furthermore, 74% of
Chesapeake's reserves were externally prepared by third party
engineers, mitigating the potential for aggressive reserve
bookings.  While the latest acquisitions are predominantly proven
undeveloped (PUD), the overall reserve profile for Chesapeake
remains relatively low risk.

Equally important as the risk profile of Chesapeake's reserves is
how it has funded its aggressive growth strategy. Two-thirds of
Chesapeake's reserve growth in the past three years has come
through acquisitions.  Notably, it has funded these acquisitions
in a relatively balanced manner through internally generated cash
flow as well as equity and debt issuances.  Since 2001, Chesapeake
raised more than $1 billion of equity (common and preferred) while
issuing slightly more than $1 billion of debt.

Chesapeake's reserve replacement success, credit profile and
increased dividend payments were also considered in the rating.
Chesapeake's reserve replacement over the last three years was
more than 400% and its organic replacement during the same period
was about 141%, demonstrating the company's ability to grow
through the drill-bit.  While the latest acquisitions will no
doubt raise Chesapeake's average finding, development and
acquisition costs to more than $1.70 per mcfe, the low lifting
costs associated with those properties partially offset Fitch's
concern.  Chesapeake's latest twelve months (LTM) adjusted
interest coverage exceeds 5.5 times (x) and adjusted debt-to-
EBITDA was less than 2.0x.  In a mid cycle price environment
($3.50 per mcf natural gas and $21 per barrel oil), Fitch is
confident that Chesapeake could generate adjusted interest
coverage greater than 4.0x and adjusted debt-to-EBITDA of less
than 3.0x.  Fitch also recognizes that Chesapeake will have
additional dividend requirements in 2004 due to the recent
convertible preferred offerings.  However, significant positive
free cash flow along with likely conversion of the 6.75%
convertible preferred stock in November of 2004 should allow the
company to easily make the dividend payments through internally
generated cash flow.

The Stable Rating Outlook is based on several factors including a
continued conservative funding strategy for future acquisitions, a
relatively unchanged risk profile with regards to its reserves and
stable lifting and finding costs.


CHESAPEAKE ENERGY: S&P Rates $300M Senior Unsecured Notes at BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
oil and gas exploration company Chesapeake Energy Corp.'s
(BB-/Positive/--) $300 million senior unsecured notes maturing
2014. The issue is a Rule 144A private placement with registration
rights. The outlook is positive.

As of June 30, 2004, Oklahoma City, Oklahoma-based Chesapeake had
about $2.4 billion of long-term debt.  Pro forma for its recently
announced acquisitions, Standard & Poor's expects Chesapeake to
have about $2.7 billion of long-term debt.

Proceeds from the $300 million senior note offering, together with  
proceeds from the company's recently announced common stock sale
(about  $300 million), will be used to fund its acquisitions of
Bravo Natural Resources Inc., Legend Natural Gas L.P., and Tilford
Pinson Exploration Inc. for a total consideration of about $590
million.

"The acquisitions are consistent with Chesapeake's stated policy
to fund its growth program in a balanced manner," said Standard &
Poor's credit analyst Kimberly Stokes.  "Furthermore, we expect
the company to continue the balanced funding of its acquisition
program in the future."

The positive outlook on Chesapeake is supported in large part by
the company's extensive hedging program.  Management must
consistently demonstrate both the ability and willingness to apply
excess cash flow to meaningfully reduce debt.

The acquired properties are expected to add 310 billion cubic feet
equivalent (bcfe) of proved reserves and 453 bcfe of probable and
possible reserves.

The properties are located in the Mid-Continent (Anadarko and
Arkoma Basins) and South Texas (Zapata County), within
Chesapeake's core areas of production.


COMMERCIAL MORTGAGE: Fitch Upgrades Class H to BBB- from BB+
------------------------------------------------------------
Fitch upgrades Commercial Mortgage Acceptance Corporation's (CMAC)
commercial mortgage pass-through certificates, series 1999-C1:

   -- $33 million class B to 'AAA' from 'AA+';
   -- $34.9 million class C to 'AAA' from 'AA+';
   -- $11 million class D to 'AA' from 'A';
   -- $23.8 million class E to 'A' from 'BBB+';
   -- $12.8 million class F to 'A-' from 'BBB';
   -- $12.8 million class H to 'BBB-' from 'BB+'.

In addition, Fitch affirms these classes:

   -- $60.1 million class A-1 'AAA';
   -- $409.5 million class A-2 'AAA';
   -- Interest-only class X 'AAA'.

Fitch does not rate these classes:

   -- $1.8 million class G;
   -- $20.2 million class J;
   -- $5.5 million class K;
   -- $7.3 million class L;
   -- $9.2 million class M;
   -- $5.5 million class N;
   -- $3.7 million class O;
   -- $9.2 million class P.

The upgrades reflect increased credit enhancement levels from loan
payoffs and amortization since issuance. As of the July 2004
distribution date, the pool's aggregate collateral balance has
been reduced by approximately 9.3% to $660.5 million from $733.8
million since issuance. Three loans in the pool (4.1%) have been
fully defeased.

Midland, the master servicer, has collected year-end (YE) 2003
financials for 93.3% of the loans in the pool, excluding the
defeased loans. The YE 2003 comparable weighted debt service
coverage ratio (DSCR) was 1.55 times (x), a decrease from 1.63x at
YE 2002. However, the YE 2003 performance has increased since the
1.49x reported at issuance for the same loans. Loans with YE 2003
DSCRs less than 1.0x comprise 7.7% of the pool.

Six loans, comprising 3% of the pool are currently in special
servicing. The largest specially serviced loans (1.6%) are secured
by three cross-collateralized and cross-defaulted industrial
properties located in or near Chicago, IL. The properties have
occupancy issues, as well as upcoming lease rollover. Midland, the
special servicer, is currently evaluating workout options,
including a forbearance agreement which will schedule specific
property performance.

The next largest (0.57%) loan in special servicing is secured by a
60,000 square foot (sf) of office property in Durham, NC. The
property has been 100% vacant for a year and the borrower is
offering a deed-in-lieu of foreclosure. The next largest specially
serviced loan (0.55%) is secured by a 121,000 sf office property
in Pittsburgh, PA. The special servicer did not accept a deed-in-
lieu agreement and is considering alternative workout options. The
next largest loan in special servicing (0.26%) is secured by a
multifamily property located in Sherman, TX. The loan transferred
after the borrower requested debt service relief. Midland is
evaluating workout options.

Although losses are expected upon the disposition of some of these
assets, upgrades are warranted due to the increased credit
enhancement.


COMMERCIAL MORTGAGE: S&P Upgrades Low B-Ratings on Classes F, G, H
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on seven
classes of Commercial Mortgage Asset Trust's commercial mortgage
pass through certificates from series 1999-C1.  Concurrently,
ratings on five other classes from the same transaction are
affirmed.

The raised and affirmed ratings reflect credit enhancement levels
that adequately support the ratings, seasoning, and the improved
operating performance of much of the trust collateral.

As of July 17, 2004, the trust collateral consisted of 230 loans
with an aggregate outstanding balance of $2.2 billion, down from
234 loans totaling $2.4 billion at issuance.  Wachovia Securities
N.A. provided 2003 net cash flow debt service coverage (DSC)
figures for 93.5% of the pool.  Based on this information,
Standard & Poor's computed a weighted average DSC of 1.49x, up
from 1.46x at issuance.  These figures exclude six defeased loans
($23.4 million, or 1%) and 16 credit tenant lease (CTL) loans
(118.0 million, 5.3%).  The trust has experienced four losses to
date amounting to $21.0 million.

The top 10 loans have an aggregate outstanding balance of
$869.0 million, and reported a 2003 weighted average DSC of 1.57x,
up from 1.54x at issuance.  This calculation excludes the 10th
largest loan, which is a CTL.

Additionally, five of the top 10 loans (totaling $428.6 million,
19.3%) are pari passu loans and the DSC figures used throughout
the analysis reflect the DSC of the entire loan, not just the
allocated portion that is included in the trust.  None of the top
10 loans are in special servicing, but the third-largest loan is
on the servicer's watchlist.

There are 12 assets with the special servicer, Lennar Partners
Inc. (Lennar), that have an aggregate outstanding balance of $95.3
million.  Three of these assets are REO, four loans are 90-plus
days delinquent, and one loan is 30-plus days delinquent.  The
three largest specially serviced assets are:

   -- The largest loan with Lennar is 90-plus days delinquent and
      is secured by a 245,000-sq.-ft. office building in
      Cleveland, Ohio with an outstanding balance of $27.7 million
      and an additional $1.1 million in servicer advances.  The
      borrower has recently signed a discounted payoff (DPO)
      agreement for $23.5 million, which will occur in the near       
      future.

   -- The second largest loan in special servicing is 90-plus days
      delinquent and is secured by a 503,000-sq.-ft.
      office/warehouse in Warminster, Pennsylvania with a
      principal balance of $21.5 million and $1.1 million in
      additional servicer advances.  The largest tenant had
      occupied 440,000 sq. ft., but recently paid $5.6 million to
      exercise a termination option, and now only occupies 120,000
      sq. ft. in the building.  The borrower used a portion of the
      termination option fee to reconfigure the vacated space, and
      the balance of the funds is in a reserve account to pay for
      future tenant improvements and commissions.  An appraisal is
      not available, but an appraisal reduction amount (ARA) of
      $6.5 million on the loan is in effect.  In the absence of an
      appraisal, the pooling and servicing agreement requires an
      ARA equal to 30.0% of the unpaid principal balance.  The
      borrower is negotiating a DPO and Lennar continues to move
      forward on the foreclosure process.  In either scenario,
      Standard & Poor's anticipates a loss that is less severe
      than the ARA value would indicate.

   -- The third largest loan with Lennar is also 90-plus days
      delinquent.  It is secured by a 226,000-sq.-ft. office
      property in Albuquerque, New Mexico, and has a balance of
      $8.9 million and $0.3 million in additional advances.  This
      property reported occupancy of 36.0% in May 2004 due to the
      departure of several government tenants. Another government
      tenant's lease for 10.0% of the space expires at the end of
      the year.  Based on the recent flight of tenants, soft
      market conditions, and draft appraisal values, Standard &
      Poor's anticipates a significant loss upon disposition.  

The remaining specially serviced assets amount to $37.2 million
and have balances less than $7.0 million.  Standard & Poor's
anticipates substantial losses on the multifamily property in
Wyoming, Michigan, the office building in Amarillo, Texas, and the
industrial facility in Streator, Illinois, which have balances of
$3.9 million, $3.5 million, and $2.8 million.

Wachovia's watchlist consists of 60 loans with an outstanding
balance of $393.9 million.  Only one top 10 loan, the third-
largest loan in the portfolio, appears on the watchlist. This loan
is secured by a 521,00-sq.-ft. mall in Westbury, N.Y. with a
balance of $124.0 million.  The property generated a DSC of 1.28x
in 2003 and is on the watchlist because the DSC has decreased
26.5% since issuance.  However, the DSC has increased steadily
since 2001 and no large tenants have imminent lease expirations.
The second-largest loan is secured by a 195,000-sq.-ft. office
property in Crystal City, Virginia with an outstanding balance of
$28.2 million.  This property reported a 92.5% occupancy in 2003,
but only a 0.87x DSC during the same period.  However, the DSC
figure is skewed downward because one tenant that occupied 53,000
sq. ft. beginning in January 2003 had a five-month rent abatement.
The same tenant leased an additional 10,000 sq. ft. in October
2003, but did not begin to pay rent for this space until January
2004.  An athletic club in Chicago, Illinois, with an outstanding
balance of $26.5 million, secures the third-largest loan on the
watchlist.  This loan reported a DSC of 1.16x in 2003, down 30.1%
since issuance.  The remaining loans on the watchlist have
balances of less than $25.0 million and appear on the watchlist
primarily due to DSC or occupancy issues.

The trust collateral is located across 42 states and is
concentrated in California (19.3%), Michigan (11.4%), and New York
(8.4%).  Property type concentrations can be found in retail
(44.4%), office (25.8%), and multifamily (14.3%) assets.

Standard & Poor's stressed the specially serviced assets, loans
that appear on the watchlist, and other loans with credit issues,
when appropriate, in its analysis.  The resultant credit
enhancement levels support the raised and affirmed ratings.
   
                         Ratings Raised
    
                Commercial Mortgage Asset Trust
       Commercial mortgage pass-thru certs series 1999-C1
    
                      Rating
            Class   To      From   Credit Enhancement
            B       AAA     AA                  24.7%
            C       AA+     A                   18.8%
            D       A       BBB                 12.7%
            E       BBB+    BBB-                11.1%
            F       BBB     BB+                 8.7%
            G       BB+     BB                  6.0%
            H       BB      BB-                 4.9%
    
                        Ratings Affirmed
    
                Commercial Mortgage Asset Trust
       Commercial mortgage pass-thru certs series 1999-C1
         
            Class   Rating   Credit Enhancement
            A-1     AAA                   29.5%
            A-2     AAA                   29.5%
            A-3     AAA                   29.5%
            A-4     AAA                   29.5%
            X       AAA                   N.A.


CP KELCO: S&P Places B Ratings on CreditWatch Positive
------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' ratings on
hydrocolloids producer CP Kelco ApS on CreditWatch with positive
implications.

Wilmington, Delaware-based CP Kelco has about $680 million of
total debt outstanding.

The CreditWatch placement follows the public announcement that
J.M. Huber Corp. will purchase CP Kelco from majority owner Lehman
Brothers Merchant Banking Partners.

"While the details of the transaction, which is expected to close
in the fourth quarter of 2004 pending regulatory approval, were
not disclosed, the acquisition of CP Kelco by Huber is expected to
relieve CP Kelco's near-term liquidity concerns," said Standard &
Poor's credit analyst Franco DiMartino.  In addition, Standard &
Poor's would expect that CP Kelco's existing bank debt would be
refinanced upon a material change of control.  Standard & Poor's
will continue to monitor developments and will resolve the
CreditWatch listing as more information is made available.

CP Kelco, with more than $400 million in annual sales, is a
leading producer of hydrocolloids, which are used as thickeners,
suspension agents, texturizers, binders, and stabilizers in an
array of industrial applications.


CREDIT SUISSE: Fitch Affirms Low B-Ratings on Six Classes
---------------------------------------------------------
Fitch Ratings upgrades Credit Suisse First Boston's commercial
mortgage pass-through certificates, series 2002-CP3, as follows:

   -- $34.7 million class B to 'AAA' from 'AA';
   -- $40.3 million class C to 'A+' from 'A';
   -- $9 million class D to 'A' from 'A-';
   -- $10.1 million class E to 'A-' from 'BBB+':
   -- $14.6 million class F to 'BBB+' from 'BBB'.

In addition, Fitch affirms the following classes:

   -- $30.8 million class A-1 'AAA';
   -- $127.9 million class A-2 'AAA';
   -- $521.9 million class A-3 'AAA';
   -- Interest-only classes A-SP and A-X 'AAA';
   -- $15.7 million class G 'BBB-';
   -- $11.2 million class H 'BB+';
   -- $17.9 million class J 'BB';
   -- $6.7 million class K 'BB-';
   -- $4.5 million class L 'B+';
   -- $11.2 million class M 'B';
   -- $4.8 million class N 'B-'.

Fitch does not rate the $15.7 million class O certificate.

The upgrades are due to an increase in credit enhancement since
issuance and levels, which are in line with the subordination
levels of deals issued on July 27 having similar characteristics.

Midland Loan Services, the master servicer, collected year-end
(YE) 2003 financials for 96% of the transaction.  Based on the
information provided the resulting YE 2003 weighted average debt
service coverage ratio (DSCR) increased to 1.78 times (x) from
1.49x at issuance for the same loans.

Currently, one loan (0.34%) is in special servicing.  The loan is
secured by a 112-unit multifamily property in Austin, TX and is
currently real estate owned (REO). Occupancy at the property
decreased as a result of severe water damage.  The special
servicer has repaired the roof and improved the property's
drainage system.

Five loans (1.5%) reported YE 2003 DSCRs below 1.00x.  One of the
loans (0.69%), Timmaron Ridge Apartments, is located in Dallas,
TX. The loan's performance has deteriorated due to a decline in
rents at the property.

Fitch reviewed the credit assessment of the Westfarms Mall loan
(8.8%), a 600,148 square foot (sf) retail mall located in
Farmington, Connecticut.  The note is divided into two pari passu
A notes.  One note is held in this transaction. The DSCR for the
loan is calculated using borrower provided net operating income
less required reserves divided by debt service payments based on
the current balance using a Fitch stressed refinance constant.  
The YE 2003 Fitch stressed DSCR is 1.86x, versus a YE 2002 Fitch
stressed DSCR of 1.87x. Based on its stable performance, the loan
maintains its investment grade credit assessment.


DIBENS ENTERPRISES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Dibens Enterprises, LLC
        dba Glee Vending
        917 Crosstimbers
        Houston, Texas 77022

Bankruptcy Case No.: 04-40418

Type of Business: The Debtor operates a vending and coffee
                  service business in and around Houston, Texas.

Chapter 11 Petition Date: July 23, 2004

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Peter Johnson, Esq.
                  Law Offices of Peter Johnson
                  Eleven Greenway Plaza
                  2820 Summit Tower
                  Houston, TX 77046
                  Tel: 713-552-0025
                  Fax: 713-552-1433

Total Assets: $1,458,238

Total Debts:  $1,479,206

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


DII INDUSTRIES: S&P Says Plan Confirmation Favorable for Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services said that the approval by U.S.
Bankruptcy Court in Pittsburgh of several Halliburton Co.'s
subsidiaries' Chapter 11 reorganization plans is modestly
favorable for the ratings on Halliburton (BBB/Watch Dev/A-3).  The
approval is another step toward finalizing the settlement and
funding the asbestos and silica trusts.  The plan must still get
district court approval and wait a month for any appeals.  
Standard & Poor's will resolve the CreditWatch listing for
Halliburton when a final nonappealable settlement to the asbestos
litigation process is reached.  Therefore, the ratings remain on
CreditWatch with developing implications, indicating that the
ratings could rise or fall depending on the resolution of its
asbestos litigation, as well as pressure on financial performance
and credit measures due to the challenges associated with its
government services operations in Iraq.

Headquartered in Houston, Texas, Kellogg, Brown & Root is engaged
in the engineering and construction business, providing a wide
range of services to energy and industrial customers and
government entities in over 100 countries. DII has no business
operations.  The Company filed for chapter 11 protection on
December 16, 2003 (Bankr. W.D. Pa. Case No. 02-12152). Jeffrey N.
Rich, Esq., Michael G. Zanic, Esq., and Eric T. Moser, Esq., at
Kirkpatrick & Lockhart LLP, represent the Debtors in their
restructuring efforts.  (DII & KBR Bankruptcy News, Issue No. 16;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DII/KBR: Continues U.S. Navy Services Under CONCAP Contract
-----------------------------------------------------------
KBR has been selected to continue providing private sector
construction and related services to the U.S. Navy and other
Department of Defense agencies and missions worldwide under the
competitively awarded CONCAP (construction capabilities) contract
from the Naval Facilities Engineering Command, Atlantic Division.
KBR is the engineering, construction and services subsidiary of
Halliburton (NYSE:HAL).

The total amount of the contract, one base year and four one-year
options, is not to exceed $500 million.

Under the CONCAP contract, the U.S. Navy could direct KBR to
provide the following services: program planning, scheduling,
design, engineering, transportation, construction management and
quality control, as well as the personnel, equipment, materials,
labor, travel and everything needed to give the Navy a quick
response for civilian construction contract capability.

"KBR's work for the U.S. Navy dates back to the early 1940s when
we were contracted to build NAS Corpus Christi in Texas," said
Bruce Stanski, Senior Vice President of Government Operations,
KBR. "Our relationship with the Navy has continued through the
years and includes many projects. Under the previous CONCAP
contract awarded in 2001, KBR performed repairs following a
typhoon in Guam; constructed detention facilities in Guantanamo
Bay, Cuba; constructed and repaired airfield runways in Italy and
Spain; constructed and repaired a breakwater facility in Azores;
and constructed military and civilian facilities in Kuwait and
Iraq."

Headquartered in Houston, Texas, Kellogg, Brown & Root is engaged
in the engineering and construction business, providing a wide
range of services to energy and industrial customers and
government entities in over 100 countries. DII has no business
operations.  The Company filed for chapter 11 protection on
December 16, 2003 (Bankr. W.D. Pa. Case No. 02-12152). Jeffrey N.
Rich, Esq., Michael G. Zanic, Esq., and Eric T. Moser, Esq., at
Kirkpatrick & Lockhart LLP, represent the Debtors in their
restructuring efforts.


DIGIBLUE MEDIA: Reuben to Act as Independent Chartered Accountant
-----------------------------------------------------------------
Effective May 12, 2004, Digiblue Media, Inc., dismissed Stonefield
Josephson, Inc., which audited the Company's financial statements
for the fiscal years ended December 31, 2003 and 2002, with
Jonathon P. Reuben, CPA, to act as the Company's independent
chartered accountants.

Stonefield Josephson's reports for these fiscal years expressed
uncertainty as to Digiblue Media's ability to continue as a going
concern.

Digiblue Media's unaudited financial statements for the quarter
ended March 31, 2004, will be reviewed by Jonathon P. Reuben, CPA.  
Stonefield Josephson, Inc. was not involved in any way with the
review of the unaudited financial statements for the quarter ended
March 31, 2004. The Company has authorized Stonefield Josephson,
Inc. to discuss any matter relating to Digiblue Media and its
operations with Jonathon P. Reuben, CPA.

The change in the Company's auditors was recommended and approved
by the Board of Directors of the Company since the Company does
not have an audit committee.


DIRECTVIEW INC: Executes Letter of Intent to Acquire Option Data
----------------------------------------------------------------
DirectView, Inc. (OTCBB:DRVW) have executed a Letter of Intent to
acquire Option Data, Inc.

Option Data, Inc., based in Dallas, Texas was founded in 1998.
Option Data is a videoconferencing equipment and service provider
founded by Mr. Tracy Strunk. Mr. Strunk has over 15 years
experience in the voice, data and videoconferencing arena. Mr.
Strunk will become DirectView's Central Regional Manager. Mr. Jeff
Clem, Option Data's VP of Sales, will become the Vice President of
Sales for DirectView, Inc. Mr. Clem has over 12 years of
successful senior management experience, specifically in the
videoconferencing marketplace. Mr. Clem was the former co-founder
and President of NuVision Technologies, Inc. a videoconference
equipment and service provider. Mr. Clem led NuVision Technologies
to become the nations leading provider of PictureTel
videoconferencing equipment realizing over $10,000,000 in revenues
in just 4 years before selling the company to Tandberg.

Michele Ralston, Chairman of the Board commented, "I am delighted
to welcome Option Data to DirectView. The successful management
experience Mr. Strunk and Mr. Clem bring to the table will be a
great addition to the company. Based on the initial due diligence
we expect this acquisition to add significantly to the revenues of
DirectView."

Tracy Strunk stated, "Jeff and I are happy to be adding our team
to the DirectView team. We are very excited to be joining
DirectView in building toward becoming the global leader in the
videoconferencing marketplace. The addition of the Dallas, Texas
office will offer the company new exposure and add to the national
footprint of the company."

                    About Option Data, Inc.

Option Data, Inc., founded in 1998, is a videoconferencing
equipment and service provider founded by Mr. Tracy Strunk based
in Dallas, Texas. Option Data has been recognized as one of the
nation's leading value added providers of new and refurbished
videoconferencing equipment and services.

                    About DirectView, Inc.  

DirectView Inc., http://www.DirectViewInc.com,is a full-service   
provider of high-quality, cost efficient videoconferencing  
technologies and services. DirectView provides multipoint  
videoconferencing, network integration services, custom room  
design, staffing, document conferencing and IP / Webconferencing  
services to businesses and organizations in the United States and  
around the world. DirectView conferencing services enable our  
clients to cost-effectively, instantaneously conduct remote  
meetings by linking participants in geographically dispersed  
locations.

At March 31, 2004, DirectView Inc.'s balance sheet shows a  
stockholders' deficit of $836,453 compared to a deficit of  
$824,995 at December 31, 2003.


DOMAN IND: Western Forest Succeeds Company After Restructuring
--------------------------------------------------------------
Doman Industries Limited and Western Forest Products Inc. reports
that, in connection with the Plan of Compromise and Arrangement in
respect of Doman and certain of its subsidiaries under the
Companies' Creditors Arrangement Act, the transactions
contemplated by the Plan were completed on July 27, 2004 and the
Plan was implemented.  The stay of proceedings under the CCAA was
set to be lifted yesterday, July 28, 2004, at 11:59 p.m.

"This has been a long and complex process which I am pleased to
see is now at an end," says Rick Doman, President and Chief
Executive Officer of Western Forest.  "For the last 20 months we
have focused on restructuring the company, and now that we have
done so it is time to move forward and optimize operations to take
full advantage of the efficiencies we have implemented and strong
market prices. Throughout this difficult time our employees,
customers, suppliers, and communities have stood by us with
patience.  I thank them for their strong support and confidence."

Under the Plan, Western Forest becomes the successor business to
Doman.  A total of 25,635,931 Common Shares of Western Forest and
US$221 million principal amount of Secured Bonds of Western Forest
(issued at a price of US$950 per US$1,000 principal amount) were
distributed under the Plan to former creditors of Doman and
certain standby purchasers.  The Toronto Stock Exchange has
conditionally approved the Western Forest Common Shares for
listing under the symbol "WEF", subject to meeting the Exchange's
customary listing requirements.  It is expected that the Western
Forest Common Shares will commence trading on the Toronto Stock
Exchange at the opening on August 3, 2004.  A total of 19,226,931
Common Shares were distributed to the group of former unsecured
noteholders and trade creditors of Doman and certain of its
subsidiaries.  A total of 2,890,053 Common Shares and
US$99,657,000 principal amount of Secured Bonds were issued upon
the exercise of Class A and B Warrants of Western Forest
distributed by Western Forest on June 29, 2004 to that group.
As noted in Doman's press release issued on July 19, 2004, in
excess of 90% of the Class A and B Warrants were exercised.
Certain standby purchasers were required under a standby
commitment to subscribe for and take up the Common Shares and
Secured Bonds not acquired pursuant to the exercise of the Class A
and B Warrants.  A total of 3,518,947 Common Shares and
US$121,343,000 principal amount of Secured Bonds were issued to
the standby purchasers pursuant to that commitment and a
concurrent private placement.

The proceeds received from the exercise of the warrants, the
standby commitment and the private placement were used by Doman
primarily to repay US$160,000,000 of 12% series A and series B
secured notes and related costs and to fund its CCAA exist costs.

The Plan did not provide for any distributions to Doman
shareholders other than Class C Warrants of Western Forest.
Certificates for the Class C Warrant are expected to be mailed to
Doman shareholders shortly, although due to the requirement to
round down all fractional Class C Warrants Doman shareholders
holding fewer than 67 shares will not receive any Class C
Warrants.  Each Class C Warrant entitles the holder to purchase
one common share of Western Forest, is non-transferable and has a
five-year term, subject to certain early termination provisions.
The Class C Warrants will not be listed.  The holders of Class A
and B Shares of Doman are entitled to receive on a pro rata basis,
in the aggregate, 45% of the Class C Warrants.  The holders of the
Class A Preferred Shares of Doman are entitled to receive on a pro
rata basis, in the aggregate, 55% of the Class C Warrants.  The
Class C Warrants are to be issued effective today in three
tranches exercisable for an aggregate of up to 569,630, 854,446
and 1,424,076 Common Shares at exercise prices of Cdn$16.28,
Cdn$26.03 and Cdn$33.83.

Western Forest has adopted an incentive stock option plan for its
directors, officers, employees and consultants and has reserved
2,500,000 Common Shares for issuance thereunder.

Finally, as a condition to the implementation to the Plan, Western
Forest and certain of its post-Plan implementation subsidiaries
have entered into a credit agreement with CIT Business Credit
Canada, Inc., to establish a working capital facility of Cdn$100
million to replace an existing working capital facility between
CIT and Doman.

The Toronto Stock Exchange halted trading in the Doman Class A and
B Shares on July 27, 2004, and it is expected that the halt will
not be lifted until the stay of proceedings is lifted.  At that
time, the Doman Class A and B Shares are expected to be de listed
from the Toronto Stock Exchange.

The officers of Western Forest are:

      Jaspaul (Rick) H. Doman
      President and Chief Executive Office

      Philip G. Hosier
      Vice-President, Finance and Corporate Secretary

      Stephen Ward
      Controller and Assistant Secretary

Effective upon implementation of the Plan, John Lacey, John
McIntyre, John Newman, James Arthurs, Peter Gordon, Lee Doney and
Derek Brown joined Mr. Rick Doman as directors of Western Forest.
Mr. Brown subsequently resigned, and the board of directors
expects to appoint another director in his stead shortly.

Mr. Rick Doman resigned as a director and officer of Doman and all
remaining subsidiaries of Doman effective upon implementation of
the Plan, as did Mr. Hosier and the other officers of those
entities.

                      About Western Forest

Following implementation of the Plan, Western Forest becomes an
integrated Canadian forest products company and the second largest
coastal woodland operator in British Columbia.  Principal
activities conducted by Western Forest and its post-Plan
implementation subsidiaries include timber harvesting,
reforestation, sawmilling logs into lumber and wood chips, value-
added remanufacturing and producing NBSK pulp.  All of Western
Forest's operations, employees and corporate facilities are
located in the coastal region of British Columbia and its products
are sold in 30 countries worldwide.

                          About Doman

Following implementation of the Plan, Doman will no longer carry
on any active business or hold any material assets.  


DYKESWILL LTD: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Dykeswill, Ltd.
        dba Dykeswill Motors
        dba Dykeswill Aviation
        555 South Shoreline Boulevard, Suite 106
        Corpus Christi, Texas 78401

Bankruptcy Case No.: 04-20974

Chapter 11 Petition Date: July 26, 2004

Court: Southern District of Texas (Corpus Christi)

Judge: Richard S. Schmidt

Debtor's Counsel: Harlin C. Womble, Jr, Esq.
                  Jordan Hyden Womble and Culbreth
                  500 N. Shoreline Blvd., Ste. 900
                  Corpus Christi, TX 78471
                  Tel: 361-884-5678
                  Fax: 361-888-5555

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Williams, Everett C.          Loans to the              $700,000
6229 Denain                   partnership
Corpus Christi, TX 78414

Bachor, Basilio               Claims alleged in         $575,000
2330 Pearse Street            Cause No. 04-61311-1
Corpus Christi, TX 78415      styled Basilio Bachor
                              vs. Dykeswill, Ltd.
                              and Everett C.
                              Williams pending in
                              County Court at Law
                              No. 1

Hodge, Samimah Aziz Hodge     Claims alleged in         $400,000
c/o Michael H. Hummell        Cause No. 04-1808-F
Huseman & Pletcher            styled Samimah Aziz
600 Leopard St., Suite 2100   Hodge v. Everett
Corpus Christi, TX 78473      Williams aka Chuck
                              Williams d/b/a
                              Dykeswill Ltd. And
                              Minit Mortgage

Wilson, Wonda Y.              Claims in Cause No.        $80,000
                              00-61643-1, styled
                              Wonda Y. Wilson v.
                              Everett C.
                              Williams/Wil & Wil
                              Investments, Inc.

Cotton, Ellen                 Default Judgment           $33,605
                              entered in Cause No.
                              99-60481-00-0-2,
                              styled Ellen Cotton
                              v. Wil & Will
                              Investment, Inc., et
                              al in County Court at
                              Law No. 2, Nueces

J&C Williams, LLC             Payments pursuant          $24,000
                              to Employment
                              Contracts with
                              Everett C. Williams,
                              Claudia Dykes
                              Williams and Craig
                              Williams

The Citizens National Bank    Defiency on loan           $23,207
                              after sale of Cessna
                              N8097M

Thomas, Rick                  Returned Check for         $13,000
                              Construction
                              contracting services

Jasik, George                 Claims alleged in          $11,000
                              Cause No. 04-61114-2,
                              styled George Jasik
                              v. Dykeswil, Ltd. And
                              its general partner,
                              J&C Williams, LLC
                              pending in County

Bank of America, N.A.         Overdrawn Account           $6,270

Wallace & Wheeler, LLP        Legal Services              $4,270

Nextel Communications         Cellular Telephone          $3,865
                              Service

Wes Thomas Associates         Fees for real               $3,250
                              property survey

Accredited Appraisers         Professional Services       $2,750

Humana Insurance Company      Health Insurance            $2,307
                              Premiums

Nueces County                 Personal Property           $2,281
                              Taxes on Mercury
                              Aircraft 1956 Cessna
                              310 S/N 35272

Office Depot Credit Plan      Goods and/or                $1,636
                              Services

CPL Retail Energy             Utility Service             $1,542

CPL Retail Energy             Utility Service -           $1,366
                              3377 Ocean Drive

BFI Waste Systems of America  Goods and/or Services       $1,011


ENTERPRISE PRODUCTS: Updates Distribution Declaration
-----------------------------------------------------
Enterprise Products Partners L.P. (NYSE:EPD) has updated its
quarterly distribution declaration of $0.3725 per common unit,
which is $1.49 per unit on an annual basis to unitholders of
record at the close of business on July 30, 2004. The cash
distribution payment date has been changed from Aug. 11, 2004 to
Aug. 6, 2004.

                       About the Company

Enterprise Products Partners L.P. is the second largest publicly-
traded midstream energy partnership with an enterprise value of
over $7 billion. Enterprise is a leading North American provider
of midstream energy services to producers and consumers of natural
gas and natural gas liquids. The Company's services include
natural gas transportation, processing and storage and NGL
fractionation (or separation), transportation, storage and
import/export terminaling.

                           *   *   *

As reported in the Troubled Company Reporter's May 20, 2004
edition, Standard & Poor's Rating Services lowered its corporate
credit ratings on Enterprise Products Partners L.P. and Enterprise
Products Operating L.P. to 'BB+' from 'BBB-' and removed the
ratings from CreditWatch with negative implications. The outlook
is stable.

The ratings were originally placed on CreditWatch on Dec. 15, 2003
as a result of the announcement of the merger between Enterprise
Products and GulfTerra Energy Partners L.P. (BB+/Watch Neg/--).

The rating action is based upon an assessment that the credit
rating on Enterprise Products will be 'BB+' whether or not the
proposed merger with GulfTerra takes place.

"On a stand-alone basis, Enterprise Products' creditworthiness has
deteriorated over the past year," said Standard & Poor's credit
analyst Peter Otersen.


EQUIFIN INC: Common Stock Trading Moved to OTC Bulletin Board
-------------------------------------------------------------
As an update to its stockholders, EquiFin Inc. (OTC BB:EQUI)
reported that the trading of its common stock had, at the end of
last week, been moved from the over-the-counter pink sheets to the
over-the-counter, bulletin board market.

In addition, in response to stockholder inquiries over the past
few weeks, Mr. Craig, EquiFin's Chairman and President, reported
that the Company is evaluating opportunities which would enable
the Company to continue its development as a commercial finance
company through the combination of other assets with the Company's
assets, or to reduce its indebtedness and realize cash through the
sale of certain assets of the Company that have value to other
commercial finance companies. "There has been no decision on which
alternative opportunity we will attempt to secure, but we have
ongoing negotiations in these directions, and since we currently
have a commitment from an investor to provide operating capital
for us, we have the ability to continue our internal efforts to
build assets, while determining which strategic opportunity is
best for the Company given all circumstances."

EquiFin, Inc., (AMEX:II AND II,WS) an early stage, commercial   
finance company provides a range of capital solutions to small
and mid-size business enterprises.  
  
                           *   *   *   
   
In its Form 10-KSB for fiscal year ended December 31, 2003 filed    
with the Securities and Exchange Commission, Equifin, Inc.    
reports:   
   
                  Liquidity and Capital Resources   
   
"Cash used in operating activities amounted to $916,000 for the    
year ended December 31, 2003.  Investing activities required
cash of $6,904,000, which included $7,474,000 for development of
the loan portfolio which was offset to an extent by $250,000
received from the sale of a participation.  Financing activities
provided $8,510,000 in cash, which included $6,066,000 in
borrowings and $2,880,000 from the sale of convertible notes.  The
result of these activities was a net increase in cash of $690,000
which increased cash to $1,078,000 at year-end December 31, 2003.   
   
"In December 2001, Equinox Business Credit Corp., an 81% owned    
subsidiary of the Company, entered into a Loan and Security    
Agreement with Wells Fargo Foothill, which provided for the    
initiation of a $20,000,000 revolving credit facility.  The    
agreement provides for interest at the prime rate plus 1.25%   
(equal to 5.25% at December 31, 2003).  Equinox is permitted to   
borrow under the Credit Facility at up to 85% of the borrowing   
base, which consists of eligible notes receivable, as defined in   
the Agreement.  Under the terms of the Agreement, as amended,   
Equinox must maintain tangible net worth (including subordinated   
debt) of $3,000,000 from December 31, 2003 through February 29,   
2004; $3,050,000 through May 31, 2004; $3,100,000 through August   
31, 2004 and $3,150,000 thereafter; a leverage ratio, as defined,   
of not more than 5 to 1 and an interest coverage ratio of not  
less than 1.1 to 1, increasing to 1.25 to 1 beginning April  
2004. Equinox did not maintain the tangible net worth requirement  
for December 31, 2002, January 31, 2003, February 28, 2003 and  
June 30, 2003 and the interest coverage ratio at September 30,  
2003. Through amendments to the Agreement, the lender waived the   
defaults for those periods.     
   
"During 2004, Equinox is also required to realize, for each  
fiscal quarter in 2004, 75% of its projected revenues and  
projected earnings before tax based on projections previously  
furnished to Foothill.  All the assets and the capital stock of  
Equinox are pledged to secure the Credit Facility, which is also  
guaranteed by the Company.  There was $9,839,000 outstanding on  
the Credit Facility at December 31, 2003.  The Agreement matures  
December 19, 2004 and the lender has informed the Company that it  
does not currently intend to renew the agreement.     
  
"The Company will seek to replace the credit facility prior to  
maturity, however there can be no assurance that such efforts  
will be successful.  If our current facility is not replaced, we  
might negotiate a sale of our portfolio, apply all cash flow  
generated by the loans securing the facility to pay down our  
borrowings thereby adversely effecting our liquidity position.  In  
this situation, we may not be able to satisfy our outstanding  
loan commitments, originate new loans or continue to fund our    
operations."   
   
Also, the report of Equifin Inc.'s independent public
accountants includes this paragraph:    
    
"The Company incurred net losses and negative cash flows from
its operating activities during 2003 and 2002. As of March 12,
2004, the Company did not have any other source of funds to
replace the funds provided by the credit facility when it expires
in December 2004. Such matters raise substantial doubt about the
Company's ability to continue as a going concern."


EXIDE TECH: Akin Gump Wants to Collect $6,618,407 Final Fees
------------------------------------------------------------
Akin Gump Strauss Hauer & Feld, LLP, co-counsel to the Official
Committee of Unsecured Creditors, asks the Court to approve:

    (a) the final allowance of compensation for professional
        services rendered from April 29, 2002 to April 16, 2004
        amounting to $6,618,407, which amount represents 16,737.7
        hours in professional services and 2,216.35 hours for law
        clerk and paraprofessional services:

        Project Category                    Total Hours    Amount
        ----------------                    -----------    ------
        General Case Administration           1,278.05   $358,702
        Fee App/Monthly Billing Reports         425.90    112,585
        Analysis/Review of other Fee Apps       237.00     58,460
        Retention of Professionals              204.10     67,584
        Creditors Committee Meeting             707.30    321,621
        Court Hearings                          695.80    281,980
        Financial Reports and Analysis          124.80     49,634
        DIP and Exit Financing                  678.70    274,827
        Executory Contracts/Licenses            600.90    233,246
        General Claims Analysis/Objections    2,149.90    687,036
        Review of Schedules and Statements       68.30     14,115
        Analysis of Prepetition Transactions  2,793.65    948,035
        Adversary Proceedings/Litigation        724.20    249,301
        Exclusivity                             146.80     60,550
        Plan and Disclosure Statement         6,350.70  2,326,428
        Asset Sales/Business Liquidations       176.50     65,590
        Travel (Billed at hourly rate)          281.80     76,501
        Analysis of Secured Claims              434.00    126,738
        Labor Issues/Employee Benefits          626.90    220,644
        Real Estate Issues/Leases                29.60      5,294
        Tax Issues                              145.80     59,017
        Lift Stay Litigation                      4.85      1,410
        Bank Investigation                       68.50     27,911
        Voluntary Reductions                               (8,802)

    (b) the final allowance of $696,646 for reimbursement of
        actual and necessary expenses incurred:

        Category                               Expense
        --------                               -------
        Courier/Messenger/Postage               $5,548
        Telephonic Charges                      88,763
        Duplicating Costs                      111,277
        Meals                                   36,543
        Telecopy/Fax                             8,276
        Travel                                  99,370
        Computerized Research Expenses         137,693
        Overtime - Administrative Staff          1,632
        Deposition                              13,994
        Document Retrieval                       1,080
        Contract Labor                           9,104
        Corporate Service Fee                       40
        Miscellaneous                              666
        Outside Professional Fees              136,594
        Reference Material                       3,469
        Transcript                              46,234
        Filing Fees                                 15
        Parking-General (Non Travel)                10
        Bank Investigation                       1,273
        Voluntary Reductions                    (4,935)

    (c) the final allowance of compensation for the professional
        services rendered for the pre-Committee period from
        April 15, 2002 to April 29, 2002 amounting to $41,565,
        which represents 89.9 hours in professional services and
        half an hour for paraprofessional services, and
        reimbursement of $694 for actual and necessary expenses
        incurred; and

    (d) a $750,000 premium payment for its services rendered in
        the Debtors' Chapter 11 cases.

Headquartered in Princeton, New Jersey, Exide Technologies is the
world-wide leading manufacturer and distributor of lead acid
batteries and other related electrical energy storage products.  
The Company filed for chapter 11 protection on April 14, 2002
(Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, represent the Debtors
in their restructuring efforts.  On April 14, 2002, the Debtors
listed $2,073,238,000 in assets and $2,524,448,000 in debts.
(Exide Bankruptcy News, Issue No. 50; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


FACEPRINT GLOBAL: Dismisses Pritchet as Independent Accountants
---------------------------------------------------------------
On June 3, 2004, Faceprint Global Soltuions Inc. dismissed
Pritchett, Siler, & Hardy, P.C. as its independent accountants.
The decision to dismiss Pritchett, Siler, & Hardy was recommended
by the Company's Board of Directors; the Company has no audit
committee.

Except for an explanatory paragraph concerning the Company's
ability to continue as a going concern, the accountant's report on
Faceprint's financial statements for the period from inception on
January 30, 2003 to March 31, 2003 did not contain an adverse
opinion or disclaimer of opinion, nor were the opinions modified
as to uncertainty, audit scope or accounting principles.

On June 3, 2004 Faceprint Global Solutions appointed Malone &
Bailey, PLLC as its new independent accountants.

                        About the Company

Faceprint Global Solutions is a software-development company
engaged in facial recognition and facial imagery. Its mission is
to become a world leader in the field of biometrics and developing
high accuracy products in facial recognition technology. The
Company addresses the critical needs in facial recognition related
to identity verification in crime-prevention and worldwide efforts
against terrorism.

At March 31, 2004, Faceprint Global's balance sheet showed a
stockholders' deficit of $438,619.


FEDERAL-MOGUL: Court Approves Disclosure Statement
--------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
has approved the Disclosure Statement respecting the Third Amended
Joint Plan of Reorganization for Federal-Mogul Corporation and
certain of its affiliated companies. Approval of the Disclosure
Statement and its related materials authorizes the Debtors to
begin soliciting votes from creditors and interest holders on the
Plan.

The Bankruptcy Court has set November 3, 2004 at 4:00 p.m.
prevailing Eastern Time as the deadline by which votes to accept
or reject the Plan must be received. Anyone with claims against or
interests in the Debtors, including asbestos personal injury or
wrongful death claims, may vote on the Plan. Claimants are
encouraged to read the Plan and Disclosure Statement carefully for
details about how this Chapter 11 reorganization may affect their
rights. The Bankruptcy Court will consider whether to confirm the
Plan at a hearing on December 9, 2004.

                        Key Parts of the Plan

The Plan provides for the payment of claims against and interests
in the Debtors. The Plan further proposes a Trust to pay asbestos
personal injury and wrongful death claims that relate to exposure
to asbestos or asbestos- containing products manufactured,
distributed, sold or possessed by any of the Debtors. If the Plan
is confirmed, all asbestos personal injury and wrongful death
claims will be permanently channeled to the Trust. Anyone with
asbestos-related claims will then be forever barred from asserting
their claims directly against any of the Debtors.

               How to Vote on or Object to the Plan

The deadline to vote on the Plan is November 3, 2004 at 4:00 p.m.
(prevailing Eastern Time). To be counted, a ballot voting on the
Plan must be received by the Voting Agent by that date and time at
the following address: The Garden City Group, Inc., Voting Agent
for Federal-Mogul, PO Box 8872, Melville, New York 11747-8872. The
Plan may affect claimants' legal rights regardless of whether they
vote on the Plan.

Federal-Mogul Corporation and T&N Limited are two of 157
affiliated companies in the Federal-Mogul reorganization
proceedings. One hundred thirty-four (134) of the companies are
incorporated under the laws of the United Kingdom, and are parties
to Administration proceedings in that country. A vote to accept or
reject the Plan will also be a proxy on certain matters in the
United Kingdom administration proceedings.

Any objections to the Plan must be submitted in writing and
received by November 3, 2004 at 4:00 p.m. (prevailing Eastern
Time) to be considered. Objections should be sent to the Clerk of
the Bankruptcy Court, United States Bankruptcy Court for the
District of Delaware, 824 Market Street, 3rd Floor, Wilmington,
Delaware 19801.

         Asbestos Personal Injury and Wrongful Death Claims

Proof of an asbestos personal injury or wrongful death claim does
not have to be filed with the Bankruptcy Court at this time. The
Bankruptcy Court has established special procedures for holders of
asbestos personal injury or wrongful death claims to vote on the
Plan. Lawyers for holders of these claims may vote on the Plan on
behalf of their clients if authorized by their client.

                     The Hearing on the Plan

The Bankruptcy Court will hold a hearing to confirm the Plan on
December 9, 2004 at 10:00 a.m. (prevailing Eastern Time) before
the Honorable Raymond T. Lyons, United States Bankruptcy Judge, at
the Clarkson S. Fisher U.S. Courthouse, 402 East State Street,
Courtroom 4, Trenton, New Jersey 08608. Claimants may attend the
hearing, but are not required to do so.

                     Additional Information

A detailed notice describing the Plan, called the Disclosure
Statement, together with a copy of the Plan itself and voting
materials, called a Solicitation Package, is being mailed to known
holders of claims against the Debtors or their lawyers.

Additional information (including copies of the Plan and
Disclosure Statement) can be obtained by calling the Debtors'
Voting Agent at 1-888-212-5571, or by visiting the Federal-Mogul
Reorganization Website at http://www.fmoplan.com/A complete list  
of the companies involved in the Chapter 11 reorganization is also
available at the website.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest  
automotive parts companies with worldwide revenue of some $6
billion. The Company filed for chapter 11 protection on Oct. 1,
2001 (Bankr. Del. Case No. 01-10582). Lawrence J. Nyhan, Esq.,
James F. Conlan, Esq., and Kevin T. Lantry, Esq., at Sidley Austin
Brown & Wood and Laura Davis Jones, Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, represent the Debtors in their
restructuring efforts. When the Debtors filed for protection from
its creditors, they listed $10.15 billion in assets and $8.86
billion in liabilities.


FEDERAL-MOGUL: Resolves Large Claims Asserted by Nippon Piston
--------------------------------------------------------------
Before March 3, 2003, Nippon Piston Ring Co. filed four separate
proofs of claim and one proof of interest against Federal-Mogul
and its debtor-affiliates alleging, violations and breach of the
Joint Venture Agreement and the License Agreement, including the
termination of Nippon Piston's equity interests in Federal-Mogul
Piston Rings, Inc.:

       Claim No.      Claim Amount       Liable Debtor
       ---------      ------------      -------------
         5285            $107,086        F-M Piston Rings
         5286          19,007,100        F-M Powertrain
         5287          19,007,100        F-M Corporation
         5284          19,007,100        F-M Powertrain

Nippon Piston filed Proof of Interest No. 05291, seeking recovery
on account of 862 shares of non-convertible Class B Common Stock
against Federal-Mogul Piston Rings.

Nippon Piston also asserted claims aggregating $89,000 against
the Debtors' affiliate, Federal-Mogul Aftermarket U.K., Ltd.,
which is currently subject to an insolvency proceeding in Great
Britain.

To resolve their disputes and avoid further costs, expense,
uncertainty and delay, Nippon Piston and the Debtors signed a
settlement agreement with these terms and conditions:

A. Resolution of NPR Claims and Interests

    (a) The Prepetition Royalty Claim No. 5285 will remain
        unaltered, survive the settlement and constitute an
        allowed general unsecured non-priority claim for $107,086;

    (b) Claim Nos. 5284 and 5286 will be deemed withdrawn, with
        prejudice;

    (c) Claim No. 5287 is reduced to $1,500,000, and will be
        allowed as a general unsecured, non-priority claim;

    (d) Proof of Interest No. 5291 will be deemed disallowed in
        its entirety.  To the extent that Section 502(j) may apply
        to the Proof of Interest, Nippon Piston waives any rights
        or remedies arising under Section 502(j); and

    (e) All of Nippon Piston's Claims against Federal-Mogul
        Aftermarket U.K. will be deemed reduced to and allowed for
        $45,000.  The reduction and allowance of the Claims will
        be implemented in a procedural manner as determined in the
        discretion of the U.K. Debtors and the U.K.
        Administrators.

B. Postpetition Royalties

    In accordance with the terms, conditions and Royalty Rate
    stated in the License Agreement, the Debtors will pay to
    Nippon Piston all royalties accruing to Nippon Piston from the
    Petition Date through the date the Court approves the
    settlement, resulting from the Debtors' utilization of
    property licensed to them under the License Agreement.

C. Termination of Stockholders Agreement and License Agreement

    (a) The Second Stockholders Agreement and the License
        Agreement will be terminated, and neither Agreement will
        be enforceable.  The reciprocal non-competition agreements
        contained in the Second Stockholders Agreement, and any
        other restrictions or competition between the parties, if
        any, will terminate and each of the parties and their
        affiliates will be entitled to compete with one another in
        or outside the Territory without restriction;

    (b) The Debtors will not be required to file a separate motion
        to assume or reject the Second Stockholders Agreement or
        the License Agreement;

    (c) Federal-Mogul Piston Rings will be entitled to utilize
        Nippon Piston's Know-How and other property described in
        the License Agreement, on a non-exclusive basis, for the
        production of products by Federal-Mogul Piston Rings for
        the engine models currently in production.  Federal-Mogul
        Piston Rings' post-termination license will have a term
        commencing on the approval of the settlement, and
        terminating on the later of:

           (i) the date on which all automotive engines described
               in the Settlement Agreement are discontinued or no
               longer in production; and

          (ii) the date as of which there is no longer any demand
               by the certain engine manufacturers for parts for
               the engines, the manufacture and production of
               which would require utilization of Nippon Piston's
               Know-How or other certain property described in the
               License Agreement.

        "Demand" for parts for the designated engine will be
        deemed to have ceased, and the post-termination license
        will expire, at such time as the Debtors no longer hold an
        outstanding and operative purchase order that has been
        issued by the relevant engine manufacturer, which includes
        parts for the engine, and for a period of 60 days after
        the expiration of the purchase order, unless during the
        60-day period the relevant purchase order is renewed or
        replaced; and

    (d) Notwithstanding the termination of the License Agreement:

           (i) Federal-Mogul Piston Rings will pay royalties to
               Nippon Piston calculated according to the
               applicable Royalty Rate and payable at certain
               schedules specified in the License Agreement, on
               account of the utilization of Nippon Piston's
               Know-How or other property;

          (ii) The Debtors will continue to package and label
               products as previously required under the License
               Agreement; and

         (iii) The Debtors will continue to issue royalty
               statements to Nippon Piston based on the custom and
               practice that previously existed under the License
               Agreement.

D. Nippon Piston's Adversary Proceeding

    Nippon Piston's adversary complaint, together with any and all
    claims alleged in the adversary proceeding, will be dismissed
    with prejudice.  Similarly, all of the Debtors' answers and
    counterclaims will be dismissed, with prejudice.  Each of the
    parties will bear their own costs and expenses incurred in
    connection with the adversary proceeding.

E. Mutual Releases

    The Debtors and United Piston Rings, Inc., and Nippon Piston,
    will exchange mutual, general releases covering all known and
    unknown claims, except only claims or obligations which are
    expressly stated to survive, or are confirmed by the terms of
    the Settlement Agreement.

F. Plan of Reorganization

    The settlement is not contingent on the confirmation of the
    Debtors' Third Amended Plan of Reorganization, or any
    modification to the Plan.  Nippon Piston agrees to support the
    Plan and not object to confirmation of the Plan or any
    modified Plan, so long as Nippon Piston's claims as allowed
    under the Settlement Agreement are classified together with,
    and treated the same as, the general unsecured claims of the
    particular Debtor entity.

Pursuant to Section 363 and Rule 9019 of the Federal Rules of
Bankruptcy Procedure, the Debtors ask the Court to approve the
Settlement Agreement with Nippon Piston.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest  
automotive parts companies with worldwide revenue of some $6
billion.  The Company filed for chapter 11 protection on Oct. 1,
2001 (Bankr. Del. Case No. 01-10582). Lawrence J. Nyhan, Esq.,
James F. Conlan, Esq., and Kevin T. Lantry, Esq., at Sidley Austin
Brown & Wood and Laura Davis Jones, Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
its creditors, they listed $10.15 billion in assets and $8.86
billion in liabilities. (Federal-Mogul Bankruptcy News, Issue No.
60; Bankruptcy Creditors' Service, Inc., 215/945-7000)


FINOVA GROUP: Will Prepay 7.5% Senior Secured Notes Due 2009
------------------------------------------------------------
On July 6, 2004, The FINOVA Group, Inc., advised The Bank of New
York, the Trustee for the 7.5% Senior Secured Notes Due 2009 with
Contingent Interest Due 2016, that it would make a voluntary
partial prepayment of principal on the Notes effective August 16,
2004. The partial principal prepayment is $326,410,310, together
with accrued interest up to but excluding that date.

In a regulatory filing with the Securities and Exchange
Commission on July 8, 2004, Richard Lieberman, Senior Vice
President, General Counsel and Secretary of FINOVA, said that
during 2004, FINOVA will have prepaid, including the August
prepayment, 19% of the $2,967,949,000 principal amount
outstanding as of December 31, 2003. (Finova Bankruptcy News,
Issue No. 49; Bankruptcy Creditors' Service, Inc., 215/945-7000)


FOG CUTTER: Declares $0.13 Per Share 3rd Quarter Cash Dividend
--------------------------------------------------------------
Fog Cutter Capital Group Inc. (Nasdaq:FCCG) has declared a $0.13
per share third quarter cash dividend on the Company's common
stock. The dividend is payable on September 1, 2004 to
stockholders of record on August 18, 2004.

The business strategy of Fog Cutter Capital Group consists of  
developing, strengthening and expanding its restaurant and  
commercial real estate mortgage brokerage operations and  
continuing to identify and acquire real estate investments with  
favorable risk-adjusted returns. The Company also seeks to  
identify and acquire controlling interests in other operating  
businesses in which it can add value. The Company's operating  
segments consist of (i) restaurant operations conducted through  
Fatburger Holdings, Inc., (ii) commercial real estate mortgage  
brokerage activities conducted through George Elkins Mortgage  
Banking Company and (iii) real estate, merchant banking and  
financing activities.

                           *   *   *  
  
                 Liquidity and Capital Resources   

In its Form 10-K/A for the year ended December 31, 2003, filed   
with the Securities and Exchange Commission, Fog Cutter Capital   
Group reports:  
  
"Liquidity is a measurement of our ability to meet potential cash   
requirements, including ongoing commitments to repay borrowings,   
fund business operations and acquisitions, engage in loan   
acquisition and lending activities, meet collateral calls and for   
other general business purposes. The primary sources of funds for   
liquidity during the year ended December 31, 2003 consisted of
net cash provided by investing activities, including cash
repayments related to our mortgage-backed securities portfolio,
cash distributions from BEP and the sale of mortgage-backed
securities.  
  
"If our existing liquidity position were to prove insufficient,   
and we were unable to fund additional collateral requirements or   
to repay, renew or replace maturing indebtedness on terms   
reasonably satisfactory to us, we may be required to sell   
(potentially on short notice) a portion of our assets, and could   
incur losses as a result. Furthermore, since from time to time   
there is extremely limited liquidity in the market for   
subordinated and residual interests in mortgage-related   
securities, there can be no assurance that we will be able to   
dispose of such securities promptly for fair value in such   
situations.   
  
"We consider the sale of assets to be a normal, recurring part of   
our operations and we are currently generating positive cash flow   
as a result of these transactions. However, excluding the sale of   
assets from time to time, we are currently operating with
negative cash flow, since many of our assets do not generate
current cash flows sufficient to cover current operating expenses.
We believe that our existing sources of funds will be adequate for
purposes of meeting our liquidity needs; however, there can be no
assurance that this will be the case. Material increases in
interest expense from variable-rate funding sources, collateral
calls, or material decreases in monthly cash receipts, generally
would negatively impact our liquidity. On the other hand, material
decreases in interest expense from variable-rate funding sources
or an increase in market value of our mark-to-market financial
assets generally would positively affect our liquidity."


FOREST OIL: Will Release 2nd Quarter '04 Results on August 4
------------------------------------------------------------
Forest Oil Corporation (NYSE:FST) has scheduled its second quarter
2004 earnings release to be issued after the close of trading on
the New York Stock Exchange on Wednesday, August 4, 2004.

A conference call is scheduled for Thursday, August 5, 2004, at
12:00 pm MT (2:00 pm ET) to discuss the release. You may access
the call by dialing toll free 800.399.6298 (for U.S./Canada) or
706.634.0924 (for International) and request the Forest Oil
teleconference. A Q&A period will follow.

A replay will be available from Thursday, August 5, 2004, through
Friday, August 13, 2004. You may access the replay by dialing toll
free 800.642.1687 (for U.S./Canada) or 706.645.9291 (for
International), reservation #8990099. Please note that the
reservation number is not needed to access the teleconference,
only the replay.

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

                       *   *   *   
   
As reported in the Troubled Company Reporter's June 1, 2004   
edition, Standard & Poor's Ratings Services said that it lowered   
its corporate credit and senior unsecured debt ratings on Forest   
Oil Corp. to 'BB-' from 'BB'.   
   
Standard & Poor's also lowered its senior secured bank loan   
rating on Forest's credit facility due 2005 to 'BB' from 'BB+'   
and assigned a recovery rating of '1' to the facility.   
   
All of the ratings were removed from CreditWatch where they were   
placed with negative implications on Jan. 27, 2004. The outlook   
is stable.   
   
The ratings downgrade on Forest reflects the company's increasing   
dependence on acquisitions to offset its faltered frontier   
development strategy, its high operating cost structure relative   
to its peers, and its debt leverage that is not commensurate with   
an acquire-and-exploit strategy.


GENCORP INC: S&P Affirms BB- Corporate Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on GenCorp
Inc. to developing from stable.  At the same time, Standard &
Poor's affirmed its ratings, including the 'BB-' corporate credit
rating, on the company.  GenCorp currently has around $600 million
in debt outstanding.

"The outlook revision reflects a range of possible outcomes
following GenCorp's announcement that it has reached a definitive
agreement to sell its GDX Automotive unit to Cerebus Capital for
$147 million," said Standard & Poor's credit analyst Christopher
DeNicolo.  The company also announced that it will be suspending
its dividend, saving $5 million a year.  GenCorp will be a
significantly smaller company after the divestiture, as GDX
currently comprises around 60% of revenue.  However, management
will be able to focus on the core propulsion business, which has
better long-term prospects than the auto parts market. Intended
uses of the proceeds were not disclosed, but it is likely that
GenCorp will pursue acquisitions in aerospace and defense. Any
change in the ratings will depend on the use of the GDX proceeds,
which could include acquisitions or debt repayment, the earnings
contribution and financing of any acquisition targets, other
strategic initiatives (including the possible sale of the fine
chemicals unit), the sale or development of real estate holdings,
and the performance of the remaining operations.

GenCorp was required to take a $261 million pretax charge to
equity in the second quarter of 2004 (ended May 31, 2004) to
adjust the carrying value of GDX to its likely sale price, which
increased debt to capital to more than 85% from 58% at Nov. 30,
2003.  GDX's results are now classified as discontinued
operations. In the first half of 2004, the unit's revenues
declined 4% and had a $14 million operating loss (before the
charge) due to lower volumes, pricing concessions, new product
start-up costs, increased material costs, and higher pension
expense.  GDX is a leading provider of automotive vehicle sealing
systems.  GenCorp has attempted to improve profitability at GDX by
replacing management and closing a plant in France, but the
benefits of these steps were unlikely to be fully realized in
2004.  Also, further investment to reduce capacity, as well as
moving production to low cost countries, was likely necessary to
restore acceptable profitability.

The ratings on Sacramento, California-based GenCorp reflect a weak
financial profile, poor results in the soon to be divested
automotive segment, and an active, debt-financed acquisition
program, offset somewhat by leading positions in aerospace
propulsion and significant real estate holdings.  Following the
divestiture, GenCorp's business will be organized into three
segments: Aerojet (almost 90% of continuing revenues), Aerojet
Fine Chemicals (AFC, 10%), and real estate.

The ratings on GenCorp could be raised, lowered, or affirmed
depending on the use of proceeds from the GDX divestiture and
other strategic initiatives.  If the proceeds were used to fund an
acquisition, the direction of any ratings change would be affected
by the strategic significance and earnings contribution of the
target and any additional financing, if required.


GMAC COMM: Fitch Affirms Low Ratings for 8 Classes; Junks 1 Class
-----------------------------------------------------------------
Fitch Ratings affirms GMAC Commercial Mortgage Securities, Inc.'s
mortgage pass-through certificates, series 2000-C3 as follows:

   -- $100.3 million class A-1 'AAA';
   -- $851.4 million class A-2 'AAA';
   -- Interest-only class X 'AAA';
   -- $54.0 million class B 'AA+';
   -- $57.1 million class C 'A+';
   -- $12.1 million class D 'A';
   -- $35.1 million class E 'BBB';
   -- $19.1 million class F 'BBB-';
   -- $8.0 million class G 'BBB-';
   -- $9.9 million class H 'BB+';
   -- $25.5 million class J 'BB';
   -- $4.5 million class K 'BB-';
   -- $9.6 million class L 'B+';
   -- $15.9 million class M 'B';
   -- $3.2 million class N 'B-';
   -- $3.2 million class O 'CCC';
   -- $13.1 million class S-MAC-1 'A-';
   -- $9.2 million class S-MAC-2 'BBB';
   -- $5.6 million class S-MAC-3 'BB+';
   -- $14.6 million class S-MAC-4 'BB'.

Fitch does not rate classes P and S-AM.  Class S-AM represents the
interest in the trust fund corresponding to the junior portion of
the AmeriSuites loan.  Classes S-MAC-1, S-MAC-2, S-MAC-3, and S-
MAC-4 represent the interest in the trust fund corresponding to
the junior portion of the MacArthur Center loan.

The rating affirmations reflect the consistent loan performance
and the minimal reduction of the pool collateral balance since
issuance.  As of the July 2004 distribution date, the pool's
collateral balance has decreased by 3.99% to $1.22 billion from
$1.27 billion at issuance.

GMAC Commercial Mortgage Corp., the master servicer, collected YE
2003 financials for 82% of the pool balance.  The YE 2003 weighted
average debt service coverage ratio DSCR is 1.31 times (x),
compared to 1.37x at YE 2002 and 1.49x at issuance.

Currently, there are seven specially serviced loans (1.6%) in this
transaction.  The largest specially serviced loan (0.47%) is a
limited-service hotel located in Round Rock, TX and is 90+ days
delinquent.  The property has experienced a decline in performance
as a result of increased competition and a decrease in occupancy
levels. Based on a recent appraisal of the property, Fitch expects
the trust to realize a loss on this loan.

Fitch reviewed the transaction's three credit assessed loans and
their underlying collateral.  The Fitch stressed DSCRs for the
loans were calculated using the borrowers reported net operating
income adjusted by Fitch underwriting guidelines, reserves, and a
stressed debt service.

The Arizona Mills loan (11.18%) is secured by a 1.23 million
square feet (sf) regional mall located in Tempe, AZ.  Major
tenants include JCPenney, Saks Off-Fifth Ave., and Neiman Marcus.  
The year-end (YE) 2003 DSCR for the loan was 1.72x versus 1.63x as
of YE 2002 and 1.38x at issuance.  Occupancy as of YE 2003 is
96.0% compared to 97.9% as of YE 2002 and 98.0% at issuance.

The MacArthur Center loan (7.7%) is secured by 528,846 sf in a
942,662 sf regional mall in Norfolk, Virginia.  The property is
the dominant upscale mall serving the Hampton Roads MSA. The YE
2003 DSCR for the A note of this loan is 1.68x compared to 1.69x
as of trailing twelve months (TTM) June 2003 and 1.79x at
issuance.  Occupancy as of YE 2003 is 89% compared to 92% at
issuance.  Occupancy has increased significantly from 79% in 2002.

The AmeriSuites loan (2.3%) is secured by eight limited service,
cross-collateralized, cross-defaulted hotels located in eight
states.  The DSCR as of YE 2003 for the A note of this loan is
1.67x compared to 1.70x at TTM June 2003 and 1.75x at issuance.  
As of YE 2003, the occupancy is 78%, compared to 72% as of YE
2002, and 69.3% at issuance.  Although occupancy and revenue per
available room (RevPar) have increased since issuance, increased
expenses and reduced income from food and beverage and telephone
revenue have contributed to a decrease in net cash flow.


GOOD YEAR: S&P Gives B+ Secured Debt & Corporate Credit Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B+' secured debt
rating and a '2' recovery rating to The Goodyear Tire & Rubber
Co.'s proposed $500 million senior secured funded credit facility.
The senior secured and recovery ratings indicate a strong
likelihood of substantial recovery of principal (80% to 100%) in
the event of a default or bankruptcy.

At the same time, Standard & Poor's affirmed the 'B+' corporate
credit rating on Akron, Ohio-based Goodyear.  The company has
total debt of about $6 billion (including operating leases and
sold accounts receivable) and underfunded employee benefit
obligations of $5.8 billion.  The outlook is stable.

The new facility will replace Goodyear's existing $680 million
revolving credit facility and will have the same collateral
package.  The facility will be used primarily to support
outstanding letters of credit, but Goodyear will also have the
option to use the proceeds for general corporate purposes.  The
facility will mature in September 2007 and will conclude the
financing requirements of Goodyear's union agreements.

"The ratings on Goodyear reflect the company's very weak financial
profile, characterized by weak cash flow generation, poor
earnings, onerous debt maturities, and heavy underfunded employee
benefit liabilities," said Standard & Poor's credit analyst Martin
King.  "These factors more than offset the company's business
strengths, including its position as one of the three largest
global tire manufacturers, with good geographic diversity, strong
distribution, and a well-recognized brand name."

Goodyear has a below-average business profile, which reflects the
challenges of the global tire industry and the company's poor
operating performance in recent years.  The industry is
characterized by excess production capacity, high manufacturing
costs, heavy fixed-capital and R&D requirements, intense
competition from diversified global players and more-focused local
competitors, somewhat cyclical demand, and exposure to volatile
raw-material prices.

The operating performance of Goodyear has deteriorated sharply in
the past few years, caused by overcapacity; weak demand; increased
competition from low-cost foreign manufacturers; reduced market
share; and high medical, pension, energy, and raw-material costs.
The performance of the company's North American tire operations,
accounting for about half of total sales, has been especially
poor, with the unit reporting operating losses totaling
$186 million in 2002-2003 and $32 million in the first quarter of
2004.

During 2003, Goodyear initiated a comprehensive plan to reduce
global costs by $1 billion-$1.5 billion by 2005, which is
beginning to show results.  The company is expected to realize
meaningful savings during 2004 from plant closures, headcount
reductions, and other benefits stemming from its 2003 labor union
contract covering most North American operations.  Standard &
Poor's expects that incremental benefits beyond 2004, however,
will be more modest.  Although Goodyear expects its North
American tire business to report positive operating income in the
second quarter of 2004, operating performance is likely to remain
subpar for the next few years.

Even as the market environment for tires has improved -- with both
demand and tire prices increasing so far this year -- the
substantial burden of higher raw-material costs is likely to
offset much of the benefits from Goodyear's cost-cutting actions.
The company expects its raw-material costs, primarily natural and
synthetic rubber, to increase 5%-7% in 2004 from already-elevated
2003 levels.  If recent high oil prices are sustained, however,
the negative impact on the company's operations could be even
greater.  Goodyear's international tire operations and its
chemicals and engineered products businesses have shown improved
results during the past two years, somewhat offsetting the weak
performance in North America.


GREAT PLAINS: Q2'04 Results Driven by Strong Wholesale Performance
------------------------------------------------------------------
Great Plains Energy Incorporated (NYSE:GXP) reported second
quarter 2004 earnings of $41.2 million. Second quarter earnings
were off 18% compared to earnings in the same period in 2003 of
$50.5 million, due to a $17.8 million contribution in 2003 from
unusual items including a $25.9 million contribution related to
DTI Holdings, Inc.

Ongoing earnings for the second quarter of 2004, defined as
Generally Accepted Accounting Principles (GAAP) earnings adjusted
for certain unusual items, were $41.0 million, up 26% compared to
$32.7 million in the second quarter of 2003.

For the six months ended June 30, 2004, earnings were $68.1
million, up approximately 5% compared to earnings for the same
period last year of $64.6 million. The Company's ongoing earnings
for the first six months were $70.1 million, up 29% compared to
2003 ongoing earnings for the same period of $54.3 million.

The increases in quarterly and year-to-date ongoing earnings
compared to the same periods in 2003 were driven primarily by
higher wholesale revenues and favorable weather at Kansas City
Power & Light (KCP&L). These factors were partially offset by
increased pension expenses and increased holding company expenses.
In addition to these items, earnings for the year-to-date period
were reduced by a first quarter write down of the KLT Gas
portfolio, impacting earnings by $1.2 million. KLT Gas operating
losses over the six-month period were approximately $0.8 million.
Earnings for the first six months of 2003 also reflect a $10.3
million contribution from unusual items.

For 2004, the Company affirms ongoing earnings guidance to be in
the range of $2.23 to $2.35 per share.

Second Quarter Highlights:

   -- Great Plains Energy reported ongoing earnings up 26%

   -- KCP&L reported second quarter wholesale revenues up 54%

   -- Strategic Energy reported MWhs delivered up 32%

   -- Great Plains Energy issued $313.6 million in common stock
      and FELINE PRIDES(SM) to retire debt.

Commenting on the results, Chairman Michael Chesser said,
"Availability and capacity at KCP&L's fleet continues to be very
strong, resulting in substantial wholesale revenues." He
continued: "We are benefiting from the diversity in having
regulated and competitive businesses. The persistently high price
of natural gas has created a challenging environment for Strategic
Energy, yet has produced higher wholesale revenues at the
utility."

             Great Plains Energy Strategic Intent

Great Plains Energy also unveiled its long-range strategic intent.
The comprehensive plan includes several key strategies:

   -- To be among the industry leaders in supplying and delivering
      electricity to customers. The regulated and competitive
      businesses will provide collaborative and innovative energy
      solutions. While the utility business fulfills its
      responsibility to serve a growing base of customers, the
      competitive business will capitalize on growth opportunities
      in markets that have choice.

   -- To form an "energy partnership" with our customers using
      technologies and programs that allow us to better understand
      our customers and to better manage the flow of information
      and energy between us. This approach will create a future
      delivery system for our utility customers and innovative
      products and services for our retail customers.

   -- To manage the generation of electricity with a diverse       
      portfolio of options to ensure the right balance of
      affordable and reliable power with environmental
      stewardship.

   -- To do our part in protecting the well being of the residents
      and businesses in our region by adopting new technologies
      that reduces power plant emissions impacting air quality and
      investing in continuous environmental improvements.

   -- To be collaborative partners in working with everyone who
      has a vested interest in our business and be known as a
      company that listens, thinks ahead, delivers extraordinary
      service, and is passionate about developing solutions that
      benefit customers, communities and our Company.

Mr. Chesser said: "The plan continues to build on the Company's
foundation towards a culture that emphasizes greater innovation
and collaboration with all stakeholders in identifying solutions
for long-term challenges. We are committed to balancing and
delivering attractive shareholder results with economic and
environmental vitality for our communities, personal and
professional growth for our employees, and affordable and reliable
electricity for our customers."

For more information concerning the strategic intent, refer to
http://www.greatplainsenergy.com/

                  Kansas City Power & Light

KCP&L, an integrated, regulated electric utility, earned $32.6
million, up 46% in the second quarter of 2004 compared to $22.3
million in the same period last year. Second quarter 2004 revenues
were $274.7 million, up 11% compared to $247.3 million in the same
quarter last year.

Compared to the second quarter last year, wholesale revenues
increased 54% due to the combination of 37% higher market prices
and 21% more MWhs sold. Fewer planned and unplanned plant outages
led to availability and capacity gains in the coal base load fleet
and an increased volume of MWhs available to sell wholesale.
Equivalent availability and the capacity factor for the coal base
load fleet were 79% and 75%, respectively, in the second quarter
of this year compared to 72% and 66%, respectively, in last year's
quarter. Retail revenues were 4% higher than the same quarter last
year, but up 2% excluding the affects of weather. KCP&L's second
quarter 2004 earnings were negatively affected by increased
pension expense of $1.3 million.

For the six months ended June 30, 2004, KCP&L's earnings were
$54.2 million, up 52% compared to $35.7 million in the same period
last year. Year-to-date wholesale revenues increased to $103.6
million, up 32% over last year's period. These results reflect an
11% increase in average wholesale power prices and an 18% increase
in MWhs sold compared to the same period last year. Equivalent
availability and the capacity factor for the coal base load fleet
were 81% and 78%, respectively, for the first six months of this
year compared to 74% and 69%, respectively, in last year's period.
KCP&L's 2004 year-to-date earnings were impacted by increased
pension expense of $1.9 million and by $8.0 million of other
operational expenses including transmission and storm related
expenses.

                        Strategic Energy

Strategic Energy, a competitive electricity provider, continued
its solid performance in competitive markets. Second quarter
revenues were $338.5 million, up 33% driven by a 32% increase in
MWhs delivered compared to the same period last year. Earnings for
the second quarter were $9.3 million compared to earnings of $9.6
million in the same quarter last year. The higher revenues were
slightly more than offset by an 18% decline in gross margin per
MWh to approximately $6.20 compared to $7.60 in the same period
last year, and by a 31% increase in operating expenses driven
mainly by the addition of new sales and operating personnel.

For the first two quarters of 2004, Strategic Energy's earnings
were $18.6 million compared to earnings of $19.4 million for the
same period in 2003. Year-to-date revenues were up 31% driven by
24% higher MWhs delivered to $633.0 million compared to $484.4
million in the same period of 2003. The higher revenues were
slightly more than offset by a 15% decline in gross margin per MWh
to approximately $6.50 compared to $7.65 in the same period last
year, and by a 28% increase in operating expenses driven mainly by
new sales and operating personnel.

The moderate decline in quarterly earnings was driven primarily by
reduced gross margin per MWh of approximately $6.20 in the quarter
compared to $7.60 in the same period last year. In addition to the
expected roll-off of older, higher margin contracts, the
persistent environment of relatively high wholesale electricity
prices and increased competition impacted average margins on new
customers. Higher wholesale energy prices have reduced savings
available to customers in some markets compared to prevailing
utility rates creating more customer price sensitivity and
reducing average contract lengths and the rate of backlog growth.
Due to these factors, Strategic Energy's average gross margin for
the year is expected to be at the lower end of the $6.20-$6.50
projection, and earnings per share is also expected to be at the
lower end of the $0.57-$0.60 segment guidance.

Strategic Energy made modest progress on building future backlog
for deliveries in the quarter due primarily to the difficult
current environment in competitive supply. At June 30, the
combination of MWhs delivered and contracted backlog for 2004 was
approximately 19.3 million MWhs, compared to 18.1 million at the
end of last quarter. This figure is already within the 2004 target
of 19-21 million MWhs delivered. Backlog for 2005 was
approximately 12.8 million MWhs compared to 12.0 million MWhs at
the end of the first quarter.

Commenting on the subsidiary, Mr. Chesser said: "Strategic Energy
has responded to changing customer requirements by providing a
broader mix of flexible products to help customers manage their
needs in a higher price environment. We continue to focus on our
niche of small to mid-sized customers." Commenting further: "When
reviewing the long-term opportunities for this company, we have
confidence in the business due to our potential market growth and
outstanding track record."

Great Plains Energy Incorporated (NYSE:GXP), headquartered in
Kansas City, MO, is the holding company for Kansas City Power &
Light Company, a leading regulated provider of electricity in the
Midwest; and Strategic Energy LLC, a competitive electricity
supplier. The Company's Web site is
http://www.greatplainsenergy.com/

                         *   *   *

As reported in the Troubled Company Reporter's June 8, 2004  
edition, Standard & Poor's Ratings Services assigned its  
preliminary rating of 'BBB-' to Great Plains Energy Inc.'s senior  
and subordinated unsecured debt securities, and 'BB+' to the  
trust-preferred securities filed by the energy holding company  
under a $648.2 million shelf registration filed with the SEC on  
April 15, 2004.  

At the same time, Standard & Poor's affirmed the company's  
ratings, including the 'BBB' corporate credit rating. The  
affirmation incorporates the expectation that a significant  
portion of any debt issuance under the shelf will be used for debt  
refinancing or repayment. The outlook is stable.


HORIZON PCS: Subsidiary Completes $125 Million Sr. Debt Offering
----------------------------------------------------------------
On July 19, 2004, Horizon PCS Escrow Company, a recently formed,
wholly owned, indirect subsidiary of Horizon PCS, Inc., completed
an offering of $125 million aggregate principal amount of 11-3/8%
senior notes due 2012. Upon confirmation and effectiveness of
Horizon PCS, Inc.'s plan of reorganization under Chapter 11 of the
Bankruptcy Code, Horizon PCS Escrow Company will be merged with
and into Horizon PCS, Inc., and Horizon PCS, Inc., will then be an
obligor under the notes.

The proceeds of the offering were placed in escrow pending
confirmation and effectiveness of the plan, and the satisfaction
of related terms and conditions. The Company intends to apply the
net proceeds principally to repay remaining outstanding senior
secured indebtedness. If the plan of reorganization has not been
consummated, or if Horizon PCS Escrow Company elects a special
mandatory redemption, in each case on or prior to November 16,
2004, then Horizon PCS Escrow Company will redeem all of the
senior notes at a price equal to 100% of the original issue price
of the senior notes, plus accrued interest.

The offering of the notes was made within the United States only
to qualified institutional buyers and outside the United States to
non-U.S. investors.

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

This announcement is neither an offer to sell nor a solicitation
of an offer to buy any of these securities.

                        About Horizon PCS

Horizon PCS is a PCS Affiliate of Sprint, with the exclusive right
to market Sprint wireless mobility communications network products
and services to a total population of approximately 7.5 million in
portions of 11 contiguous states. Its markets are located between
Sprint's Chicago, New York and Knoxville markets and connect or
are adjacent to 12 major Sprint markets. As a PCS Affiliate of
Sprint, Horizon markets wireless mobile communications network
products and services under the Sprint and Sprint PCS brand names.


HOST MARRIOTT: S&P Assigns B+ Rating to Proposed $350M Sr. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
Host Marriott L.P.'s proposed $350 million senior notes due 2012.
The notes are expected to be issued to qualified institutional
buyers pursuant to Rule 144A of the Securities Act of 1933.
Proceeds from the notes will be used to redeem a portion of Host
Marriott L.P.'s existing 7.875% senior notes due 2008.

Concurrently, Standard & Poor's affirmed its ratings, including
its 'B+' corporate credit rating, on Host Marriott Corp.  The
outlook is stable.

Approximately $5.6 billion in debt (including approximately
$500 million of Convertible Quarterly Income Preferred Securities)
was outstanding on June 18, 2004.

Bethesda, Maryland-based Host Marriott L.P. is a limited
partnership, whose sole general partner is Host Marriott Corp.
(jointly Host) The proposed notes will be senior obligations of
Host Marriott L.P., ranking pari passu in right of payment with
any of its other outstanding or future unsubordinated
indebtedness, including its existing senior notes and its credit
facility.  The proposed notes will be guaranteed by all those
subsidiaries that have also guaranteed Host Marriott L.P.'s
existing senior notes and credit facility.

"Although credit measures are weak for the current ratings, Host
is expected to benefit from strengthening of the lodging industry
and the ongoing repayment of debt," said Standard & Poor's credit
analyst Sherry Cai.  "A positive outlook may be considered over
the intermediate term if Host meets its goal of selling noncore
assets and meaningfully improve credit measures."


IN-TOUCH: Springboard Corp Withdraws $750,000 Financing Commitment
------------------------------------------------------------------
Springboard Corporation advised In-Touch Survey Systems Ltd. that
it will not be proceeding with the financing in the form of a non-
revolving secured credit facility in the maximum principal amount
of $750,000, as previously disclosed in our news release dated
June 29, 2004.

In-Touch Survey Systems is now looking at various alternative
solutions.  In-Touch is also in breach of certain covenants
contained in its lending agreements with its bankers.  In-Touch is
working with its bankers to address these breaches.

                 About Springboard Corporation

Springboard Corporation is a private equity firm providing both
capital and strategic business counsel to firms that it can add
value to in circumstances which it considers to be opportunistic.

               About In-Touch Survey Systems Ltd.

In-Touch Survey Systems Ltd. -- http://www.intouchsurvey.com--  
provides customer satisfaction and market research data collection
and reporting solutions.  Using a suite of peerless technologies
(kiosk, clipboard, on-line/web, and IVR), we offer our clients the
option of pure data collection or data collection accompanied by
customized analytical reporting.  In-Touch excels at multi-
location program logistics, managing all the critical elements of
our clients' customer satisfaction and market research data
collection requirements.

In-Touch has been implementing these solutions for Fortune 1000
companies across North America since 1992. In-Touch is publicly
traded on the TSX Venture Exchange under the symbol INT.


INTERSTATE BAKERIES: SEC Begins Formal Investigation
----------------------------------------------------
Interstate Bakeries Corporation (NYSE:IBC), the nation's largest
baker and distributor of fresh baked bread and sweet goods,
disclosed this week that it received notice from the Securities
and Exchange Commission that the SEC is conducting an informal
inquiry following the Company's announcement that the Audit
Committee of its Board of Directors had retained the law firm of
Skadden, Arps, Slate, Meagher & Flom LLP to investigate the
Company's manner for setting its workers' compensation reserves
and other reserves.

The notice states that the SEC has not determined that any
violation of law has occurred, and advises that the notice does
not reflect adversely on any person or entity or on the Company's
securities.  The Company says it intends to cooperate fully in the
inquiry.

Earlier this month, Interstate Bakeries named Ronald B. Hutchison
as its new Executive Vice President and Chief Financial Officer.  
Mr. Hutchison reports directly to CEO James Elsesser and will work
closely with Mr. Elsesser and other members of senior management
to consolidate operations and improve profitability.  IBC's former
CFO retired in May of 2003.

In June, 2004, IBC disclosed irregularities in its accounting for
workers' compensation reserves.  At that time, IBC said it would
increase those reserves by 40% and take record a $40 million
pretax charge.  That charge necessitated changes to the leverage
and interest coverage covenants imposed under the Company's senior
secured credit facility.  The Company indicated it was looking for
a new lender.  

Interstate Bakeries Corporation is the largest baker and
distributor of fresh baked bread and sweet goods in the U.S.,
under various national brand names including Wonder, Hostess and
Home Pride, as well as regional brand names such as Butternut,
Dolly Madison, Drake's and Merita. The Company, with 55 bread and
cake bakeries and more than 1,000 distribution centers located in
strategic markets from coast-to-coast, is headquartered in Kansas
City, Missouri.


INTERWAVE COMMS: Alvarion Offers $56 Million to Acquire Company
---------------------------------------------------------------
Alvarion Ltd. (Nasdaq: ALVR) and interWAVE(R) Communications
International, Ltd. (Nasdaq: IWAV) entered into a definitive
agreement which calls for Alvarion to acquire interWAVE for $5.75
per share in an all-cash transaction valued at approximately $56
million.  interWAVE is a leading provider of compact mobile GSM
and CDMA network equipment and services, primarily aimed at low
density markets in developing regions, as well as specialty
vertical applications.  Alvarion is the worldwide leader in
wireless broadband solutions and is focused on leading the market
to widespread adoption of standards-based products through its
prominent work in the WiMAX Forum(TM).

"We are excited about this transaction for several reasons," said
Zvi Slonimsky, CEO of Alvarion.  "First, it immediately provides
an outstanding cost-effective fixed and mobile cellular solution
to complement our eMGW residential voice and data solution serving
regions of the world where wireline infrastructure is missing or
inadequate.  The addition of interWAVE expands our served market
to include a rapidly growing segment of the mobile equipment
market, broadens our customer base with additional top-tier
operators, and leverages both our strong channel relationships and
our global sales and customer support capabilities.

"Second, interWAVE's technical expertise in cellular systems
design and extensive experience in providing complete mobile
networks will accelerate the development of our next generation
portable/mobile WiMAX offering.  We are well-positioned to
continue leading this last-mile revolution as WiMAX moves from
fixed-only solutions to include both fixed and mobile
capabilities."

interWAVE provides economical and distributed cellular networks
that scale from a few thousand to 100,000 subscribers, enabling
operators to minimize capital expenditures while accelerating
revenue generation.  The company's solutions are deployed in over
50 countries by more than 100 operators, mainly local and regional
cellular operators.  Headquartered in Mountain View, California,
interWAVE's trailing 12-month revenue for the period ended March
31, 2004 (unaudited) was $39.4 million.

interWAVE is a global company.  Its primary activities such as
research and development, operations, sales and marketing take
place in the United States, providing a Silicon Valley presence,
with engineering facilities in China and Ireland and additional
sales and marketing facilities in other locations around the
world.

"We believe that Alvarion's market recognition as a leader, its
financial strength and global presence will support rapid growth
of compact mobile networks and enable ongoing support and the
ability to handle large scale, country-wide expansions.  We
consider interWAVE as one of Alvarion's growth engines for the
future," Mr. Slonimsky added.

Erwin Leichtle, CEO of interWAVE, will join Alvarion's management
team and will lead the mobile unit.  Mr. Leichtle is a telecom
veteran with more than 30 years experience in senior management
positions, primarily at Ericsson, in various international markets
and the United States.

"The combined strengths of Alvarion and interWAVE will be a
tremendous benefit to wireless broadband access, and will create
large new revenue opportunities for Alvarion," added Mr. Leichtle.  
"We believe that Alvarion's global reach and strong balance sheet
will accelerate the growth of our advanced GSM and CDMA 2000 1XRTT
compact network products.  We are excited about the opportunity to
contribute to the next generation of portable/mobile
WiMAX solutions through our years of experience with mobile
networks and our mobility management technology."

The transaction will be effected through the Amalgamation of
interWAVE, and a wholly owned subsidiary of Alvarion.  The
transaction is subject to and contingent upon the approval of
interWAVE's stockholders.  The boards of directors of both
companies have approved the transaction and interWAVE's board of
directors has unanimously agreed to recommend that the company's
stockholders vote in favor of approving the transaction.

The acquisition is expected to be completed by the end of the
third quarter of 2004.  Based on this timing, it is expected to
have minimal impact on Alvarion's Q3 earnings, excluding any
acquisition-related charges, to be minimally dilutive in Q4 and Q1
of 2005, and to be accretive beginning in the second quarter of
2005.
                         About Alvarion

With more than 2 million units deployed in 130 countries, Alvarion
is the worldwide leader in wireless broadband providing systems to
carriers, ISPs and private network operators.  Leading the WiMAX
revolution, Alvarion has the most extensive deployments and proven
product portfolio in the industry covering the full range of
frequency bands.  Alvarion's products enable the delivery of
business and residential broadband access, corporate VPNs, toll
quality telephony, mobile base station feeding, Hotspot coverage
extension, community interconnection, and public safety
communications.  Alvarion works with several top OEM providers and
over 200 local partners to support its diverse global customer
base in solving their last-mile challenges.  

As a wireless broadband pioneer, Alvarion has been driving and
delivering innovations for over 10 years from core technology
developments to creating and promoting industry standards.  
Leveraging its key roles in the IEEE and HiperMAN standards
committees and experience deploying OFDM-based systems, the
company's prominent work in the WiMAX Forum(TM) is focused on
increasing widespread adoption of standards-based products in the
wireless broadband market.

For more information, visit Alvarion's World Wide Web site at
http://www.alvarion.com.

                        About interWAVE

interWAVE Communications International, Ltd. (Nasdaq: IWAV) is a
global provider of compact network solutions and services that
offer innovative, cost-effective and scalable networks allowing
operators to "reach the unreached." interWAVE solutions provide
economical, distributed networks intended to minimize capital
expenditures while accelerating customers' revenue generation.
These solutions feature a product suite for the rapid and simple
deployment of end-to-end compact cellular systems. interWAVE's
portable, mobile cellular networks provide vital and reliable
wireless communications capabilities for customers in over 50
countries. The Company's U.S. subsidiary is headquartered at 2495
Leghorn Street, Mountain View, California, and can be contacted at
http://www.iwv.com/

                           *   *   *

In its Form 10-Q for the quarter ended December 31, 2003 filed
with the Securities and Exchange Commission, interWAVE
Communications International Ltd. also states:

                    Summary of Liquidity

"We cannot assure you that our existing cash and cash equivalents
plus short-term investments will be sufficient to meet our
liquidity requirements.  We have had recurring net losses for the
past three fiscal years.  Management is executing plans with the
intent of increasing revenues and margins, reducing spending and
raising additional amounts of cash through the issuance of debt or
equity securities, asset sales or through other means such as
customer prepayments.  If additional funds are raised through the
sale of our assets, we may be limited in the type of business we
can carry on in the future.  If additional funds are raised
through the issuance of preferred equity securities or debt
securities, these securities could have rights, preferences and
privileges senior to holders of common shares, and the terms of
any debt could impose restrictions on our operations.  The sale of
additional equity or convertible debt securities could result in
dilution to our shareholders, and we may not be able to obtain
additional financing on acceptable terms, if at all.  If we are
unable to successfully execute such plans, we may be required to
reduce the scope of our planned operations or even cease our
operations.  We cannot assure you that we will be successful in
the execution of our plans."


IPIX CORP: Armanino McKenna Replaces PwC as Independent Auditors
----------------------------------------------------------------
On June 11, 2004, the Audit Committee of the Board of Directors of
IPIX Corporation dismissed PricewaterhouseCoopers LLP as its
independent auditors.

On June 11, 2004, the Audit Committee approved the engagement of
Armanino McKenna LLP as its independent auditors to replace the
firm of PricewaterhouseCoopers LLP for the Company's fiscal year
ending December 31, 2004.

PricewaterhouseCoopers' report on the Company's consolidated
financial statements for the year ended December 31, 2003
expressed substantial doubt regarding IPIX Corporation's ability
to continue as a going concern.

                        About IPIX  
  
IPIX Corporation -- http://www.ipix.com/-- is a leader in    
mission-critical imaging solutions for three core markets: 360-  
degree panoramic photography and movies; government and
commercial video security; and self service on-line and off-line
advertising. IPIX's extensive intellectual property covers patents
for immersive imaging, video and surveillance applications. IPIX
is headquartered in Oak Ridge, Tennessee, with co-headquarters in   
San Ramon, California.


KAISER ALUMINUM: Gets Court Nod on QAL Sale Bidding Procedures
--------------------------------------------------------------
Jack A. Hockema, Kaiser Aluminum Corporation President and Chief
Executive Officer, reports that the Court approved the bidding
procedures for the potential sale of Kaiser's interest in the QAL
alumina refinery in Australia.  Approximately $525 million is set
as the minimum bid.  The bid deadline is August 10.  The auction
will be held on August 16.  "Under this scenario, the Court could
be in a position to rule on the sale at the next regularly
scheduled hearing -- on August 23," Mr. Hockema relates in a
Monthly Update to Customers, Employees, Suppliers, and Friends of
Kaiser Aluminum.

The monthly update is available at:

   http://www.mwwclients2.com/kaiser/html/body_update.html

Headquartered in Houston, Texas, Kaiser Aluminum Corporation
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, Reavis &
Pogue, represent the Debtors in their restructuring efforts. On
September 30, 2001, the Company listed $3,364,300,000 in assets
and $3,129,400,000 in debts. (Kaiser Bankruptcy News, Issue No.
46; Bankruptcy Creditors' Service, Inc., 215/945-7000)  


KING PHARMACEUTICALS: S&P's Low Ratings on CreditWatch Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' corporate
credit, 'BB' senior secured, and 'BB-' senior unsecured ratings on
Bristol, Tennessee-based King Pharmaceuticals Inc. on CreditWatch
positive.  The placement follows the announcement that King would
be acquired by unrated Mylan Laboratories for about $4 billion in
Mylan stock.

"The acquisition would meaningfully diversify Mylan's generic drug
business, boosting its branded pharmaceuticals segment with King's
specialty drug products," said Standard & Poor's credit analyst
Arthur Wong.

Mylan has no debt, and the combined firm should benefit from a
broader product and cash flow base, suggesting moderate
improvements in credit measures from those for King alone:
Estimated funds from operations to total debt could increase to
almost 80% from about 70%.

Given a moderate debt level at the combined company, the benefits
of a broader product portfolio could lead to a ratings upgrade.
However, there is a possibility that ratings will be withdrawn.
Mylan has not used any significant debt financing and has $800
million in cash and short-term investments as of June 30, 2004.
Also, King's one public issue is convertible to common stock and
will likely be repaid as a result of this merger.  If Mylan
utilizes its cash resources for this repayment, ratings will be
withdrawn.  Resolution of the CreditWatch listing will depend on
the clarification of these issues.


KINGDOM VENTURES: Board Dismisses Wrinkle as Public Accountants
---------------------------------------------------------------
On June 3, 2004, the Board of Directors of Kingdom Ventures, Inc.
unanimously approved the dismissal of Wrinkle, Gardner & Company,
P.C. as its independent public accountants. On June 4, 2004, the
Company notified WGC that it was terminating WGC's services.  Also
on June 4, 2004, the Company received notice that WGC resigned as
its independent public accountants, effective May 27, 2004.

On June 3, 2004, the Company engaged the firm of Kabani & Company,
Inc., to serve as its independent public accountants for the
fiscal year ending January 31, 2005.

During the last two fiscal years ended January 31, 2004 and
January 31, 2003 and through June 3, 2004, WGC's reports on the
Company's financial statements were modified to include an
explanatory paragraph wherein they expressed substantial doubt
about the Company's ability to continue as a going concern.

Kingdom Ventures is a media communications and product company
helping churches and their people to grow and impact our world for
Christ. The Company's primary media property is Christian Times
Today, a nationally impacting monthly newspaper distributed by and
to churches, leaders, and business settings across the country.
Current circulation is in excess of 300,000.  Iexalt.com provides
a variety of chat groups and news information in an electronic
format. Our Product Activities are focused on JoBasic, an Internet
Charity Shopping Network (scheduled for full public release in
July 2004). JoBasic  provides e-commerce fundraising potential for
every non-profit group in America (called "Organizations with
Cause" in the JoBasic community). Kingdom Ventures also owns Mr.
Roy Productions,  Inc. a Northern Nevada silk screen, embroidery,
and production  facility that serves a local clientele and
provides product support for each of the Company's other
activities, including the  distribution of "Yahwear," a line of
Christian clothing sold in e-commerce, direct mail, and at
selected Christian music festivals.


KMART CORP: Objects to 142 Tax-Related Claims for $36.7 Million
---------------------------------------------------------------
Reorganized Kmart Corporation ask the U.S. Bankruptcy Court to
expunge 142 tax-related claims, aggregating $36,772,276:

        Type of Claim                  Claim Amount
        -------------                  ------------
        Secured Claims                   $2,076,780
        Administrative Claims            20,062,739
        Priority Claims                  11,905,232
        Unsecured Claims                  2,727,525

The Debtors are not liable for the Tax Claims because the Claims
seek payment of taxes:

   -- that are not yet due;

   -- that the Debtors have already paid; or

   -- for which a third party is responsible.

(Kmart Bankruptcy News, Issue No. 77; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


LB-UBS COMMERCIAL: Fitch Affirms Low Ratings on Three Classes
-------------------------------------------------------------
Fitch Ratings upgrades LB-UBS Commercial Mortgage, series 2000-C3,
commercial mortgage pass-through certificates:

   -- $71.8 million class B to 'AA+' from 'AA';
   -- $48.9 million class C to 'A+' from 'A';
   -- $19.5 million class D to 'A' from 'A-';
   -- $13.0 million class E to 'A-' from 'BBB+'.

In addition Fitch affirms these classes:
   
   -- $342.5 million class A-1 at 'AAA';
   -- $641.2 million class A-2 at 'AAA';
   -- $13.0 million class F at 'BBB';
   -- $11.7 million class G at 'BBB-';
   -- $20.9 million class H at 'BB+';
   -- $16.3 million class J at 'BB';
   -- $9.7 million class K at 'BB-';
   -- Interest only class X at 'AAA'.

The $10.4 million class L, $11.7 million class M, $3.9 million
class N, and $11.9 million class P certificates are not rated by
Fitch.

Fitch's upgrades are the result of the transaction's stable
performance and credit enhancement levels of deals with similar
characteristics issued on July 27, 2004.

Wachovia, as master servicer, collected year-end (YE) 2003
operating statements for 90% of the portfolio by balance.  The
weighted average debt service coverage ratio (DSCR) of the
portfolio is 1.49 times (x) compared to 1.64x YE 2002 and 1.36x at
issuance.

There are currently seven loans in special servicing representing
2.10% of the transaction.  The largest loan, Foshay Tower (.83%),
is located in Minneapolis, Minnesota.  The loan transferred to the
special servicer due to a technical default when the borrower
cancelled a letter of credit, which secured its obligation to
perform required repairs at the property.  The special servicer is
working with the borrower to correct the technical default.  The
loan remains current and losses are not expected at this time.

Fitch reviewed the performance of the Cherry Creek (11.70%),
Annapolis Mall (9.36%), Westfield Portfolio (7.53%), and
Sangertown Square Mall (4.76%) loans, which have investment grade
credit assessments.  The loans have a YE 2003 Fitch stressed DSCR
of 2.23x, 1.99x, 1.74x, and 1.73x respectively and reported
occupancies above 95%.  The Fitch stressed DSCR for each loan is
calculated using servicer provided net operating income less
reserves divided by a Fitch stressed debt service payment.


LEGEND INT'L: Ends Client-Auditor Relationship with Clyde Bailey
----------------------------------------------------------------
Legend International Holdings, Inc. received a letter dated May
17, 2004, from Clyde Bailey, P.C., its auditors, confirming that
their client-auditor relationship ceased.

The report of Clyde Bailey on the Company's financial statements
for the fiscal year ended December 31, 2003 was modified to
include a going concern issue.

This change in accountants was not recommended or approved by
Legend's Board of Directors or an audit or similar committee.

On June 7, 2004 Child, Sullivan & Company, in Kaysville, Utah, was
appointed as the Company's new certifying accountant.  

Legend International Holdings, Inc. was incorporated in the State
of Delaware on January 5, 2001, under the name Sundew
International, Inc., to engage in the business of selling
compatible inkjet cartridges and refill kits on the Internet.

Legend's current business plan calls for the creation of a
national sales, distribution and service network largely through
the acquisition of existing local and regional independent
contract sales and distribution organizations representing
manufacturers of specialty medical products.  These independent
sales and distribution companies contracts with specialty medical
product manufacturers to provide outsourcing of the sales,
marketing, distribution and customer service functions for all or
certain of their product lines, thereby eliminating the
manufacturers' need to develop and maintain their own sales force
or rely on a number of independent local and regional distributors
to achieve national coverage.


LOEWEN GROUP: Alderwoods Offers to Repurchase Sr. Notes Due 2009
----------------------------------------------------------------
Alderwoods Group, Inc. (NASDAQ:AWGI) has commenced a cash tender
offer and consent solicitation for any and all of its $320,752,500
outstanding principal amount of 12-1/4% Senior Notes due 2009
(CUSIP No. 014383AC7 and ISIN No. US014383AC79).

The total consideration to be paid for each $1,000 principal
amount of Notes validly tendered in the offer will be based on a
fixed spread of 50 basis points over the yield to maturity on the
price determination date of the 1-3/4% U.S. Treasury Note due
December 31, 2004, and accrued and unpaid interest up to, but not
including, the date of payment for the Notes will also be paid.  
The price determination date will be August 5, 2004, unless the
Company extends the Expiration Time, prior to August 5, 2004 or
extends the Expiration Time after August 5, 2004 by more than
three business days, in which case the new price determination
date will be the tenth business day immediately preceding the
Expiration Time as so extended but no earlier than the first
business day after public announcement of such extension.

In connection with the Tender Offer, Alderwoods Group is
soliciting consents to certain proposed amendments to eliminate
substantially all of the restrictive covenants in the indenture
governing the Notes.  Alderwoods Group is offering to make a
consent payment (which is included in the total consideration) of
$30.00 per $1,000 principal amount of Notes to holders who validly
tender their Notes and deliver their consents at or prior to 5:00
p.m., New York City time, on August 4, 2004, unless extended.  
Holders may not tender their Notes without delivering consents or
deliver consents without tendering their Notes.

As of 2:00 p.m., New York City time, on July 22, 2004, the
reference treasury yield was 1.64% and, based on such yield, plus
the fixed spread of 50 basis points, the total consideration for
the Notes, which includes the consent payment but not accrued
interest, would be $1,099.06, assuming a settlement date of August
19, 2004.

The Offer is scheduled to expire at midnight, New York City time,
on August 18, 2004, unless extended or earlier terminated.  
However, no consent payments will be made in respect of Notes
tendered after the Consent Payment Deadline.  Tendered Notes may
not be withdrawn and consents may not be revoked after 5:00 p. m.,
New York City time on August 4, 2004.  Any extension, delay,
termination or amendment of the Offer will be followed as promptly
as practicable by a public announcement.

The Offer is subject to the satisfaction of certain conditions,
including the receipt of financing and the receipt of consents of
Holders representing a majority in principal amount of the
outstanding Notes.  The terms of the Offer are described in the
Offer to Purchase and Consent Solicitation Statement dated July
22, 2004, copies of which may be obtained from Global Bondholder
Services Corporation, the information agent for the Offer, at
(866) 294-2200 (US toll free) and (212) 430-3774 (collect).

Alderwoods Group has engaged Banc of America Securities LLC to act
as the exclusive dealer manager and solicitation agent in
connection with the Offer.  Questions regarding the Offer may be
directed to Banc of America Securities LLC, High Yield Special
Products, at (888) 292-0070 (US toll-free) and (704) 388-4813
(collect). (Loewen Bankruptcy News, Issue No. 86; Bankruptcy
Creditors' Service, Inc., 215/945-7000)  


MAGIC LANTERN: Hires Normandeau as Senior VP Educational Relations
------------------------------------------------------------------
Magic Lantern Group, Inc. (Amex: GML), a leading North American
licensor and distributor of educational content and e-learning
delivery systems, appoints Leo Normandeau as the Company's Senior
Vice President of Educational Relations in charge of Business
Development.

In a career spanning more than 30 years, Mr. Normandeau is a noted
Ontario educator, honored by Queen Elizabeth II for his
contribution to Canadian Education.  A recipient of the Queen's
Golden Jubilee Medal, Leo is also a Fellow of the Ontario
Teachers' Federation and holds a Life Membership in the Ontario
English Catholic Teachers' Association.  As a teacher and
principal, Leo was very much involved in teacher recruitment,
curriculum design and teacher professional development.  His
leadership qualities were recognized by his peers when he was
elected President of one of Canada's largest teacher associations.
In that capacity he served as Canadian representative to the World
Confederation of the Teaching Profession in Singapore.  As the
former President of Active Learning Solutions, Leo provided
senior-level consulting for the "The Learning Library," a
comprehensive state-of-the-art website for personal and
professional continuing educational development.

Magic Lantern Group President and CEO Bob Goddard stated, "Leo has
a history of achievement within the educational sector, including
an outstanding track record of developing key industry
relationships, both at a strategic and tactical level.  In
addition to traditional education, Leo has been directly involved
in bringing third-generation, digital technologies to market. Leo
has the expertise to plan, execute and manage our new business
development initiatives.  We are extremely pleased to welcome Leo
to Magic Lantern Group."

Magic Lantern Group Senior Vice President of Educational Relations
Leo Normandeau stated, "I am honored to be joining Magic Lantern
Group, a leading brand name in education, during an exciting time
in their corporate growth.  I look forward to working closely with
the team of professionals at Magic Lantern Group in identifying
and executing new growth strategies for their products, which
include bringing digital, third-generation content solutions to
market, globally."

Prior to joining Magic Lantern Group, Mr. Normandeau spent more
than 15 years as Principal of Essex County Roman Catholic Separate
School Board and President of the Principals' Committee of the
Board, where he was involved in strategic long-term planning.
While with the Board, Mr. Normandeau took a leave of absence to
serve as President of the Ontario English Catholic Teachers'
Association (OECTA), a 35,000-plus member organization.  During
his tenure at OECTA, Mr. Normandeau managed a $30 million annual
budget and is credited with developing a widespread North American
network of educators and educational associations.
    
                   About Magic Lantern Group

Magic Lantern Group, Inc. is a leading, global distributor of
learning videos serving more than 10,000 schools, libraries and
social agencies in North American and international markets. With
40,000 programs from 300 world-renowned producers including Disney
Educational Media, Schlessinger, Annenberg/CPB and Dorling
Kindersley, the Company's educational products include: Magic
Lantern InSite(TM), a digital streaming video product for schools,
libraries and universities and TutorBuddy(TM), an at-home e-
learning product for students and teachers.  Leveraging its
position as one of the most highly respected brands in video
educational delivery, the Company is pursuing multiple sales
verticals to maximize total revenues.  Magic Lantern Group
operates three complementary subsidiaries: Magic Lantern
Communications, a global distributor of video content to schools,
universities and libraries; Magic Vision Media, an emerging
provider of on-demand health, sports and business digitized
content; and Sonoptic Technologies, a leading provider of online,
next-generation technology solutions. For more information, visit
the Company's websites:

         http://www.magiclanterngroup.com
         http://www.tutorbuddy.com,and
         http://www.magiclanterninsite.com.
    
                           *   *   *

As reported in the Troubled Company Reported April 23, 2004
edition, included in the Company's Form 10-K are financial
statements audited by Mahoney Cohen & Company, CPA, P.C.
independent auditors, as of and for the year December 31, 2003.
Mahoney Cohen & Company has issued an opinion with respect to the
financial statements that includes a qualification as to the
company's ability to continue as a going concern.

For the year ended December 31, 2003, Magic Lantern Group reported
revenues of $2.9 million compared to revenues of $386,000 for the
year ended December 31, 2002. All revenues were derived from the
Company's education and distribution business. Significant events
during the year included the launch of TutorBuddy(TM), a state-of-
the-art, e-learning system for home use by students and parents.
TutorBuddy has more than 1,600 learning video programs, indexed
into over 12,000 virtual clips of whole video programs. Targeting
the institutional market, in October, the Company launched Magic
Lantern InSite(TM) as an e-learning video service. In November,
Magic Lantern Group sold its media dubbing operations, Image
Media, Inc., which has streamlined operations and divested Magic
Lantern Group from analog duplications services, a market the
Company deems as saturated and shrinking.

Magic Lantern Group President and CEO Bob Goddard stated, "As
broadband infrastructure to schools and homes continues to swell,
Magic Lantern Group and our digital products are strategically
positioned to capitalize on the tremendous, emerging demand for
quality online educational content. On the heels of our successful
launch of TutorBuddy and InSite in Canada, we are focused on
expanding our products into the high-growth, digital streaming
video market in under-served international regions and the
estimated $400 million U.S. market. Intensive marketing and
promotional programs, along with distribution partnerships in the
U.S. and abroad, are currently underway in order to drive a
strong, recurring revenue stream for the Company. We expect to
report an extremely strong first quarter of 2004, with our
preliminary revenues increasing by 75% compared to last year."

Goddard concluded, "Magic Lantern Group is in final negotiations
with investors to provide financing to cover the working capital
deficit which led to the going concern qualification. In addition,
we are pursuing a merger and acquisition strategy and diversifying
into non-educational, next-generation content delivery."


MATERIAL TECH: Former Auditors Comment on Financial Statements
--------------------------------------------------------------
On June 7, 2004, Material Technologies Inc., received a copy of a
letter sent by Gumbiner, Savett, Finkel, Fingleson & Rose, Inc.,
its Certified Public Accountants, to the Securities and Exchange
Commission.  The letter says the Auditing Firm disagrees with
certain of the Company's statements included in the second
paragraph under Item 4 of its Form 8-K filed on filed on June 3,
2004.

The Auditing Firm disagreed with the Company's statements that:

     * Material Technologies advised the Firm that it would no
       longer serve as the company's independent public
       accountants.  The Auditing Firm makes it clear that it
       performed no services for Material Technologies, Inc.,
       subsequent to April 8, 2004, and did no work related to the
       three-month period ended March 31, 2004.

     * the Company's financial statements for the year ended
       December 31, 2003, included an explanatory paragraph
       indicating there was substantial doubt about Material
       Technologies, Inc.'s ability to continue as a going
       concern.  "We did not audit the financial statements of
       Material Technologies, Inc. for its year ended December 31,
       2002," the Auditing Firm tells the Commission.

                         New Auditing Firm Hired

The Company engaged Farber & Haas, LLP as the principal accountant
to audit the Company's financial statements effective as of June
3, 2004.  The Company, as of the effective date of Farber's
engagement, did not have discussions with Farber regarding the
application of accounting principles to specified transactions,
the type of audit opinion to be rendered or any matters that were
the subject of disagreement or a reportable event.


NANOGEN INC: Will Release 2004 2nd Quarter Results on August 3
--------------------------------------------------------------
Nanogen, Inc. (Nasdaq: NGEN) will host a conference call on
Tuesday, August 3, 2004, at 4:30 p.m. Eastern time (1:30 p.m.
Pacific time) to discuss 2004 second quarter financial results.  
The financial results press release will be issued at close of
market on August 3.

An audio recording of management's presentation will be available
via live webcast for a 90-day period on the investor relations
section of Nanogen's corporate website at http://www.nanogen.com

A digital recording of the call will also be available for 48
hours, beginning two hours after the completion of the
conference call on August  3, and can be accessed via telephone at
(877) 519-4471 for US/Canada participants, and (973) 341-3080 for
international participants.  The conference ID, 4974258, will be
required to listen to the playback.
    
                         About Nanogen

Nanogen, Inc. develops and commercializes products for the
molecular and point-of-care diagnostics markets.  The company
seeks to establish the unique, open-architecture NanoChip(R)
Molecular Biology Workstation and NanoChip(R) Cartridge as the
standard platform for the prediction, diagnosis and treatment of
genetic and infectious diseases.  Nanogen offers Analyte Specific
Reagents and related products to research and clinical reference
labs for the development of tests for the detection of genetic
mutations associated with a variety of diseases, such as cystic
fibrosis, Alzheimer's disease, and cardiovascular disease.  The
company's ten years of research involving nanotechnology may also
have future applications in medical diagnostics, biowarfare and
other industries.  Nanogen's business unit, SynX Pharma, leverages
proteomic and biomarker research to offer a line of point-of-care
diagnostic tests.  For additional information, visit Nanogen's
website at http://www.nanogen.com.
    
                           *   *   *

In its Form 10-K For the fiscal year ended December 31, 2003,
Nanogen Inc, reports:

"We expect that our existing capital resources, combined with
$33.7 million in gross proceeds from the sale of the Company's
common stock in March 2004, and anticipated revenues from
potential product sales, reagent rentals, leases or other types of
acquisition programs for the NanoChip System, sponsored research
agreements, contracts and grants will be sufficient to support our
planned operations, including an estimated investment of
approximately $6-8 million related to the pending acquisition of
SynX and wind down costs related to our joint venture, Nanogen
Recognomics, through at least the next eighteen months. This
estimate of the period for which we expect our available sources
of liquidity to be sufficient to meet our capital requirements is
a forward-looking statement that involves risks and uncertainties,
and actual results may differ materially.

"Our future liquidity and capital funding requirements will depend
on numerous factors including, but not limited to, commercial
success of our products, or lack thereof, the extent to which our
products under development are successfully developed and gain
market acceptance, the timing of regulatory actions regarding our
potential products, the costs and timing of expansion of sales,
marketing and manufacturing activities, prosecution and
enforcement of patents important to our business and any
litigation related thereto, the results of clinical trials,
competitive developments, and our ability to maintain existing
collaborations and to enter into additional collaborative
arrangements.

"We have incurred negative cash flow from operations since
inception and do not expect to generate positive cash flow to fund
our operations for at least the next several years. We may need to
raise additional capital to fund our research and development
programs, to scale-up manufacturing activities and expand our
sales and marketing efforts to support the commercialization of
our products under development. Additional capital may not be
available on terms acceptable to us, or at all. If adequate funds
are not available, we may be required to curtail our operations
significantly or to obtain funds through entering into
collaborative agreements or other arrangements on unfavorable
terms. Our failure to raise capital on acceptable terms when
needed could have a material adverse effect on our business,
financial condition or results of operations."


NAT'L ENERGY: Agrees to Sell Equity Interests in 12 Power Plants
----------------------------------------------------------------
National Energy & Gas Transmission, Inc. (NEGT), ArcLight Capital
Partners, LLC and Caithness Energy, LLC entered a definitive
agreement for Denali Power, LLC, a company formed by affiliates of
ArcLight and Caithness, to acquire NEGT's equity interests in 12
power plants and a natural gas pipeline for approximately $558
million, subject to certain post-closing adjustments as specified
in the definitive agreement.

The power plants are located throughout the country and have a
combined generating capacity of more than 2,500 megawatts. They
include: the Carneys Point and Logan Generating plants located in
New Jersey; the Selkirk and Madison Wind Generating plants located
in New York; the Scrubgrass, Northampton and Panther Creek
Generating plants located in Pennsylvania; the Cedar Bay and
Indiantown plants located in Florida; the Hermiston plant, located
in Oregon; the MASSPOWER plant, located in Massachusetts, and the
Plains End Generating plant, located in Colorado. The plants are
fueled primarily by natural gas and coal and most of the
electricity they generate is sold under long-term contracts. In
addition to selling its interests in these facilities, NEGT is
selling its ownership stake in the Iroquois Gas Transmission
System, a 375-mile interstate pipeline, which provides gas
transportation service to local gas distribution companies,
electric utilities and electric power generators, directly or
indirectly through exchanges and interconnecting pipelines in New
York and Connecticut.

NEGT voluntarily filed for protection under Chapter 11 of the U.S.
Bankruptcy Code in July 2003. As a result, the sale of equity
interests described above will be subject to bankruptcy court
approval, and will include a court-sanctioned auction process in
accordance with customary bidding procedures approved by the
bankruptcy court. Under a court-sanctioned auction, NEGT will seek
offers that are higher or otherwise better than that which has
been negotiated with Denali Power. As part of its agreement,
Denali Power is granted certain protections, subject to court
approval, most notably a break-up fee and expense reimbursement if
another bid is accepted. Denali Power also retains the right to
amend its offer should NEGT receive an offer which is superior to
its existing agreement with Denali Power. The transaction is
expected to close in the first quarter of 2005 and is subject to
regulatory and third party approvals.

Lazard served as exclusive financial advisor to NEGT in connection
with this transaction.

ArcLight Capital Partners, LLC is one of the world's leading
energy infrastructure investing firms with more than $2.5 billion
under management. ArcLight invests throughout the energy industry
value chain in hard assets that produce high current income and
capital appreciation. Founded in 2001, ArcLight has its
headquarters in Boston and an office in New York City. ArcLight
has 24 investment professionals and is led by Managing Partner
Daniel R. Revers and Senior Partner Robb E. Turner. With more than
200 years combined energy investment experience, ArcLight's
principals have deep energy investing expertise, relationships and
asset level knowledge. More information about ArcLight can be
found at http://www.arclightcapital.com/

Caithness Energy, LLC, which is headquartered in New York, NY, is
one of the largest privately held independent power producers in
the United States. The primary focus of Caithness Energy for over
25 years has been the development, acquisition, operation and
management of independent power projects which utilize traditional
fossil fuels as well as geothermal, wind, hydro and solar power.
Having experienced rapid growth since 1999, Caithness Energy
currently has interests in 34 power projects generating in excess
of 3,000 MW located in California, Colorado, Minnesota, Florida,
Maine, Washington, Nevada, South Carolina, New York, Texas, and
Wyoming. More information about Caithness can be found at
http://www.caithnessenergy.com/

Headquartered in Bethesda, Md., NEGT received bankruptcy court
approval on its reorganization plan in May 2004 and anticipates
emerging from bankruptcy shortly.


NORTEL NETWORKS: Files Prelim Unaudited 1st & 2nd Quarter Results
-----------------------------------------------------------------
Nortel Networks Corporation (NYSE:NT)(TSX:NT) and its principal
operating subsidiary, Nortel Networks Limited, provided a status
update pursuant to the alternative information guidelines of the
Ontario Securities Commission. These guidelines contemplate that
the Company and NNL will normally provide bi-weekly updates on
their affairs until such time as they are current with their
filing obligations under Canadian securities laws.

The Company and NNL reported that there have been no material
developments in the matters reported in their status updates of
June 2, 2004, June 29, 2004 and July 13, 2004, with the exception
of the matters described below.

"As previously announced, I continue to be focused on Nortel
Networks strategic direction and the improvements and efficiencies
that we will need to put in place to drive financial performance,"
said Bill Owens, president and chief executive officer, Nortel
Networks. "I remain pleased with Nortel Networks market momentum
and continue to expect our revenues in 2004 to grow faster than
the market (which we expect will grow in the low to mid single
digits). However, as we move through 2004 and based on the work to
date on our financial results, it is clear that our business model
is not achieving our targeted operating cost (SG&A and R&D)
performance of below 40% of overall revenues and our targeted
gross margin percent of mid 40's. In conjunction with the release
of our limited preliminary unaudited results for the first and
second quarters of 2004 in mid August 2004, I will provide a
further update on the performance of our business and the actions
that we will be taking to put into place an improved cost
structure to optimize our financial performance."

The Company and NNL continue to dedicate significant resources to
the process to complete their financial statements as soon as
practicable. As previously announced, the Company and NNL continue
to work on the restatement of their financial results for each
fiscal quarter in 2003 and for earlier periods including 2002 and
2001, and the preparation of their financial statements for the
full year 2003 and the first and second quarters of 2004.

The Company continues to expect to be in a position to announce
limited preliminary unaudited results for the first and second
quarters of 2004, and to provide an update on the restatement
impacts, in mid August 2004. The Company continues to expect to
file, in the third quarter of 2004, financial statements for the
year 2003 and the first and second quarters of 2004 and related
periodic reports, and follow thereafter, as soon as practicable,
with any required amendments to periodic reports for prior
periods.

The Company's expectations as to the timing of events, including
the availability of limited preliminary unaudited results for the
first and second quarters of 2004 and the filing of financial
statements, and the performance of the Company's business model in
2004, are subject to change and are subject to a number of
limitations. Specifically, these limitations include the
completion of the Company's work (including the final
determination of the impacts of adjustments arising from events
subsequent to year end 2003 on the Company's results of operations
or financial position), the related audits and reviews of results
by the Company's and NNL's independent auditors, and the
completion and results of the previously announced independent
review being undertaken by the Nortel Networks Audit Committee.

                  About Nortel Networks  
  
Nortel Networks is an industry leader and innovator focused on  
transforming how the world communicates and exchanges  
information. The Company is supplying its service provider and  
enterprise customers with communications technology and  
infrastructure to enable value-added IP data, voice and  
multimedia services spanning Wireless Networks, Wireline  
Networks, Enterprise Networks, and Optical Networks. As a global  
company, Nortel Networks does business in more than 150  
countries. More information about Nortel Networks can be found on  
the Web at www.nortelnetworks.com/ or  
http://www.nortelnetworks.com/media_center  
  
                      *     *     *  
  
As reported in the Troubled Company Reporter's June 25, 2004  
edition, Standard & Poor's Ratings Services said that its long-  
term corporate credit rating and other long-term ratings on Nortel  
Networks Corp. and Nortel Networks Ltd. remain on CreditWatch with  
developing implications, where they were placed April 28, 2004.  
  
As previously reported Standard & Poor's lowered its 'B' long-  
term corporate credit rating and other long-term ratings on Nortel  
Networks Corp. and Nortel Networks Ltd. to 'B-'.


NSTEIN TECH: Inks 2 Software Solution Contracts with Time, Inc.
---------------------------------------------------------------
Nstein Technologies Inc. (TSX-V: EIN) signed two agreements with
Time Inc. for software solutions and professional services that
will provide a master taxonomy and data categorization of the Time
Inc. editorial archive.  Time Inc. is a subsidiary of Time Warner
Inc. and the publisher of several well-known magazines including
Time, Fortune and Sports Illustrated.

"Nstein solutions will be a component of the ongoing development
and organization of our master archive.  Their products and
services will help us deliver accurate and useful search results,"
said Time Inc.'s Mitchell Klaif, VP of Global Magazine and
Internet Technology.  

"We are very proud to have been selected by Time Inc. after a
thorough selection process," said Mario Girard, Chairman and CEO
of Nstein.  "Both agreements are significant business
opportunities for Nstein to provide Time Inc. with the potential
to leverage Nstein's software solutions and professional
services."

                        About Time Inc.

A subsidiary of Time Warner Inc., Time Inc. is the leading
magazine publisher in the world.  Its more than 134 magazines
reach a total audience of more than 300 million. One in two U.S.
adults reads a Time Inc. magazine each month. Time Inc. has a rich
heritage of journalistic excellence and integrity dating back to
the founding of Time magazine in 1923.  Time Warner Inc. is a
leading media and entertainment company, whose businesses include
interactive services, cable systems, filmed entertainment,
television networks and publishing.

                 About Nstein Technologies Inc.

Nstein Technologies, (TSX-V: EIN), an innovative software
development company, provides large corporations and organizations
with a Global Intelligent Information Management (GIIM) platform
for structured and unstructured multilingual data sources. This
flexible platform assimilates, organizes, analyzes (text mining),
shares and disseminates all information essential to operational
and decision-making processes.  Nstein's GIIM-based solutions
provide decision-makers with highly pertinent information and
transform reactive decision-making into a proactive and even
predictive process.  Nstein offers new Business Intelligence
solutions that create a new level of global knowledge, accessible
at any time, particularly suited to e-publishing, finance, legal,
government and homeland security markets.  Nstein is based in
Montreal, Canada with a customer-facing presence in Boston, San
Francisco, Washington D.C. and New York. For more information,
visit http://www.nstein.com

At March 31, 2004, Nstein Technologies' stockholders' deficit
widens to $18,333,613 from a $17,513,995 deficit at December 31,
2003.


OGLEBAY NORTON: Judge Indicates He'll Approve Disclosure Statement
------------------------------------------------------------------
In a hearing Tuesday, July 27, 2004, United States Bankruptcy
Judge Joel B. Rosenthal of the U.S. Bankruptcy Court for the
District of Delaware in Wilmington indicated that he would approve
the disclosure statement of Oglebay Norton Company (Other OTC:
OGLEQ) upon final review and approval of certain modifications to
the document.  Oglebay intends to submit the requested
modifications to the Court as soon as possible.

Upon the Court's review and approval of the modifications, the
Company may commence the solicitation of creditor votes for
approval of the plan, an important next step toward the conclusion
of the chapter 11 process. Court approval of the disclosure
statement affirms that the document contains adequate information
for creditors to evaluate the proposed plan of reorganization.

In the hearing, the judge also approved the Company's request to
extend to August 21 its exclusive period to file a reorganization
plan and set the date for the plan of reorganization confirmation
hearing for September 29.

Oglebay Norton Company, a Cleveland, Ohio-based company, provides  
essential minerals and aggregates to a broad range of markets,  
from building materials and home improvement to the environmental,  
energy and metallurgical industries. The Company has approximately  
1,770 full-time and part-time hourly and salaried employees in 13  
states.

On February 23, 2004, the Company and its wholly owned  
subsidiaries filed voluntary petitions under chapter 11 of the  
U.S. Bankruptcy Code in the United States Bankruptcy Court for the  
District of Delaware in Wilmington to complete the financial  
restructuring of its long-term debt.


PEGASUS SATELLITE: Court Partly Grants Employee Retention Program
-----------------------------------------------------------------
Pursuant to a Fourth Amended and Restated Credit Agreement dated
as of October 22, 2003, certain senior secured lenders formed a
steering committee.  The Senior Secured Lenders have consented to
Pegasus and its debtor-affiliates' use of cash collateral to fund
their operations, provided that the lenders are afforded adequate
protection.

Pursuant to the final order authorizing the Debtors' use of the
Cash Collateral, the Debtors may only use the Cash Collateral to
satisfy their ongoing business expenses in a manner consistent
with the budget, as supplemented by certain cash forecasts filed
with the Cash Collateral Order.

Benjamin E. Marcus, Esq., at Drummond Woodsum & MacMahon, in
Portland, Maine, contends that the amounts requested by the
Debtors to implement the Employee Retention Plan are not set
forth in any budget submitted to the Steering Committee.
Accordingly, the Steering Committee objects to the use of its
cash collateral to fund the Employee Retention Plan.

                           *     *     *

Judge Haines grants the Debtors' request in part.  Specifically,
the terms and conditions of the Employee Retention Plan are
approved and authorized under Sections 363(b) and 105(a) of the
Bankruptcy Code subject to these modifications:

    (a) The employee participants in the Employee Retention Plan
        will consist of employees who bear the title of manager,
        director or vice president with responsibilities relating
        to the Debtors' Satellite division.  As of July 1, 2004,
        the Covered Employees include:

         -- 49 managers,
         -- 33 directors, and
         -- nine vice presidents.

        The Debtors agree that a net increase in the amount of
        Covered Employees will be made in consultation with:

        * the Official Committee of Unsecured Creditors,

        * the Steering Committee, and

        * Wilmington Trust Company, as agent on behalf of the
          lenders under the Amended and Restated Term Loan
          Agreement, dated as of August 1, 2003; and

    (b) As of July 1, 2004, the Covered Employees include 17
        employees of Pegasus Communications Management
        Corporation, a non-debtor affiliate of the Debtors.  The
        allocation of the costs of the Employee Retention Plan
        with respect to the PCMC Employees is addressed in the
        Debtors' Motion to Continue Performing Under a Support
        Services Agreement between the Operating Affiliates and
        PCMC filed on June 2, 2004.

The hearing with respect the remaining issues will be continued
July 22, 2004.

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


PLAINS ALL: Adds Capobianco to Board After Plains Resources Sale
----------------------------------------------------------------
Plains All American Pipeline, L.P. (NYSE: PAA) reports that the
Board of Directors of its general partner, Plains All American GP
LLC, has been expanded from seven members to eight.  Following
completion of its acquisition of Plains Resources Inc., Vulcan
Energy Corporation has designated Mr. David N. Capobianco to serve
as its representative on the board.  Mr. J. Taft Symonds, an
existing member of the board, will continue to serve as a
director, filling the vacancy created by the expansion of the
board.

"After several months of uncertainty, the ownership of Plains
Resources' investment in PAA has finally been resolved," said Greg
L. Armstrong, Chairman and Chief Executive Officer of the
Partnership.  "We are pleased to welcome Vulcan to the PAA family
and David to our board of directors.  Paul Allen's Vulcan Capital
organization is one of the premier private investment firms in the
nation, overseeing a multibillion-dollar portfolio across diverse
industry sectors and asset classes.  We believe Vulcan will be a
solid long-term partner and a valuable resource in the continued
execution of our business plan.  In that regard, we have already
witnessed their willingness to commit capital to help us grow.  In
April 2004, Vulcan committed $40 million of equity as part of a
$100 million private placement to help fund the acquisition of the
North American crude oil and pipeline operations of Link
Energy LLC."

Mr. Capobianco is a director of Vulcan Energy Corporation and a
Managing Director of Vulcan Capital, an affiliate of Vulcan Inc.,
where he has been employed since April 2003.  Previously, he
served as a Vice President of Greenhill Capital from July 2001 to
April 2003 and a Vice President of Harvest Partners from July 1995
to January 2001.  Mr. Capobianco holds a BA in economics from Duke
University and an MBA from Harvard Business School.
    
Plains All American Pipeline, L.P. (PAA, BBB-/Watch Neg/--; BB+
Senior Unsecured Rating) is engaged in interstate and intrastate
crude oil transportation, and crude oil gathering, marketing,
terminalling and storage, as well as the marketing and storage of
liquefied petroleum gas and other petroleum products, primarily in
Texas, California, Oklahoma, Louisiana and the Canadian Provinces
of Alberta and Saskatchewan. The Partnership's common units are
traded on the New York Stock Exchange under the symbol "PAA". The
Partnership is headquartered in Houston, Texas.


PROXIM CORP: Board Approves Succession Plan for New CEO
-------------------------------------------------------
Proxim Corp.'s Board of Directors has approved a succession plan,
whereby Kevin Duffy, Chief Operating Officer at Proxim, will
assume the role of Chief Executive Officer in January 2005.
Effective immediately, Duffy will assume the role of President and
continue to serve as Chief Operating Officer. Frank Plastina
remains Chairman and Chief Executive Officer, and commencing
January 2005, will continue as full-time Executive Chairman of the
Board, focusing on strategic relationships, both in the industry
and financial communities.

"Kevin Duffy is a talented executive with more than 20 years of
experience in the wireless industry," said Mr. Plastina. "Proxim's
Board has full confidence in his ability to lead Proxim and take
advantage of our opportunities. I look forward to continuing my
work with Proxim, including closing several strategic partnership
opportunities that Proxim has before it."

"I am appreciative of the opportunity to lead Proxim, and am
thankful for the vote of confidence from Proxim's Board," said
Kevin Duffy, President and Chief Operating Officer at Proxim.
"Proxim has a unique opportunity to address the Wi-Fi and WiMAX
markets, and I am looking forward to the expanded challenge."

In Duffy's current role, he is responsible for all of Proxim's
current product lines and future product development, as well as
Proxim's global sales and marketing, operations and customer
service organizations. Prior to joining Proxim, Mr. Duffy was vice
president of Home Networking at Siemens Information &
Communications Mobile, where he was responsible for channel
development, strategic partnerships and customer acquisition, as
well as for creating and managing global business processes. Prior
to Siemens, Mr. Duffy held positions with Northern Telecom and
Tracor Aerospace. Duffy began his career as a non-commissioned
officer serving as Avionics Nav/Com technician in the United
States Air Force.

                         About Proxim

Proxim Corporation is a global leader in wireless networking
equipment for Wi-Fi and broadband wireless networks. The company
is providing its enterprise and service provider customers with
wireless solutions for the mobile enterprise, security and
surveillance, last mile access, voice and data backhaul, public
hot spots, and metropolitan area networks. More information about
Proxim can be found on the Web at http://www.proxim.com/

                           *   *   *

As reported in the Troubled Company Reporter's March 24, 2004
edition, Proxim Corporation's financial statements for the year
ended December 31, 2003, issued on March 11, 2004 and filed on
March 15, 2004 with the Securities and Exchange Commission in the
Company's Annual Report on Form 10-K, contained a going concern
qualification from its auditors.


PROXIM CORP: Inks Debt Conversion & Bridge Loan Pacts
-----------------------------------------------------
Proxim Corporation (Nasdaq: PROX), a global leader in wireless
networking equipment for Wi-Fi and broadband wireless, has signed
an agreement with its strategic investors, Warburg Pincus and
Broadview Capital Partners, to restructure their equity and debt
holdings in Proxim. The arrangement is intended to simplify
Proxim's capital structure and provides additional funding so that
the company can continue to aggressively pursue high-growth WiMAX
and WiFi wireless networking market opportunities.

Under terms of the agreement signed on July 27, 2004, Warburg
Pincus and Broadview Capital Partners have agreed to convert the
$49 million in aggregate principal amount of the secured
convertible promissory notes, which includes accrued but unpaid
interest, into shares of Series B convertible preferred stock, in
accordance with the existing terms and conditions of the secured
convertible promissory notes. The exchange relieves the Company
from the need to retire the notes at their September 30th
maturity.

As part of this agreement, Proxim will also receive a $10 million
bridge loan from Warburg Pincus and Broadview capital partners in
exchange for a new convertible bridge note. The convertible bridge
loan will bear interest at 15 percent per annum from the date of
issuance and become due on June 30, 2005. Pursuant to the terms of
the agreement, the convertible bridge loan will convert to common
stock prior to June 30, 2005, at the same price and upon the same
terms and conditions offered to other investors, if Proxim closes
a financing transaction with gross proceeds of $20 million or more
through a sale of its common stock and/or warrants to purchase
common stock.

Subject to shareholder approval, Warburg Pincus and Broadview
Capital Partners also have agreed to surrender all of their Series
A convertible preferred stock, all of their Series B convertible
preferred stock and all of their warrants to purchase our common
stock in exchange for an aggregate of 164,000,000 shares of common
stock and 400,000 shares of our newly issued Series C preferred
stock. The Series C preferred stock to be issued to Warburg Pincus
and Broadview Capital Partners will be a mandatorily redeemable
and nonvoting security and will not be convertible into common
stock. As a result of the common stock issuance in the exchange,
Warburg Pincus will own approximately 49.45 percent of Proxim and
Broadview Capital Partners will own approximately 7.6 percent of
Proxim.

At issuance, the Series C preferred stock will have liquidation
preference of $100 per share, or $40 million in aggregate. The
liquidation preference on the Series C preferred stock will
accrete at 8.75 percent per annum, compounded quarterly, and will
be required to be repaid by Proxim at the fully accreted value of
approximately $80 million after the Series C preferred stock has
been outstanding for eight years. In addition, the Series C
preferred stock shall be automatically redeemed at its fully
accreted value in the event of an earlier change in control of
Proxim.

The terms of the agreement also provide that Proxim may redeem the
Series C preferred stock at any time within the first three years
after the date of issuance at its then accreted liquidation
preference if the market price of Proxim's common stock on the
Nasdaq National Market remains above $2.25 for a period of 45
consecutive trading days. After the third anniversary of the date
of issuance, Proxim may redeem the Series C preferred stock at any
time at its then accreted liquidation preference, if the market
price of Proxim's common stock on the Nasdaq National Market
remains above $2.00 for a period of 45 consecutive trading days.

At their fully accreted value, the outstanding shares of Series A
convertible preferred stock and Series B convertible preferred
stock held by Warburg Pincus and Broadview Capital Partners would
have converted into a total of approximately 163 million shares of
common stock. Additionally, the warrants held by Warburg Pincus
and Broadview Capital Partners could be converted into
approximately 42 million common shares of common stock at
specified exercise prices. By agreeing to surrender their Series A
convertible preferred stock, Series B convertible preferred stock
and common stock warrants in exchange for common stock and
nonconvertible Series C preferred stock, Warburg Pincus and
Broadview Capital Partners have agreed to waive their rights to
further accretion and the liquidation preference on their present
holdings. Because Proxim's Series C preferred stock offers a
significantly lower liquidation preference than our outstanding
Series A convertible preferred stock and Series B convertible
preferred stock, Warburg Pincus and Broadview Capital Partners
have essentially agreed to waive their right to approximately $148
million in liquidation preference in exchange for a greater
percentage of ownership today and more closely align their
interests with the other common holders.

"These are very important developments that will better position
the company for further financing, simplify Proxim's capital
structure, and enable the company to pursue its opportunities and
take advantage of our WiFi and WiMAX market opportunities," said
Frank Plastina, Chairman and Chief Executive Officer at Proxim.
"We are pleased with the continued strong support from Warburg
Pincus and Broadview Capital Partners, who both recognize Proxim's
unique wireless portfolio and market potential."

                         About Proxim

Proxim Corporation is a global leader in wireless networking
equipment for Wi-Fi and broadband wireless networks. The company
is providing its enterprise and service provider customers with
wireless solutions for the mobile enterprise, security and
surveillance, last mile access, voice and data backhaul, public
hot spots, and metropolitan area networks. More information about
Proxim can be found on the Web at http://www.proxim.com/

                           *   *   *

As reported in the Troubled Company Reporter's March 24, 2004
edition, Proxim Corporation's financial statements for the year
ended December 31, 2003, issued on March 11, 2004 and filed on
March 15, 2004 with the Securities and Exchange Commission in the
Company's Annual Report on Form 10-K, contained a going concern
qualification from its auditors.


RELIANCE GROUP: Bank Committee Wants Court to Nix Six Big Claims
----------------------------------------------------------------
On behalf of the Official Unsecured Bank Committee, Andrew P.
DeNatale, Esq., at White & Case, in New York City, asks Judge
Gonzalez to disallow the claims filed by:

(1) Hartford Fire Insurance

Hartford Fire Insurance filed Claim No. 373, allegedly based on
an insurance coverage claim, for an undisclosed amount.  Mr.
DeNatale states that Hartford's Claim was filed on April 12,
2002, almost four months after the Bar Date.  In addition,
Hartford failed to state an amount or attach documentation
supporting its Claim.  The Claim was filed as contingent and
unliquidated, and does not specify Reliance Financial Services
Corporation's obligation.

(2) South Carolina Department of Health

The South Carolina Department of Health and Environmental Control
filed Claim No. 308 for $80,059,623.  The Health Department
asserts the Claim "for the Cleanup and/or Environmental
Impairment Restoration Obligations as set forth in Reliance
Insurance Company Policy No. NTL1632418 and Reliance Insurance
Company Policy No. NTL1632417."  Mr. DeNatale tells the Court
that the Claim asserts amounts due under an insurance policy
issued by Reliance Insurance Company of Illinois, a former
subsidiary that was merged into RIC.  However, the Claim should
be disallowed because neither the proof of claim nor the
supporting documentation specifies an obligation on the part of
RFSC to the Health Department.

(3) Colonial Electric Supply Claim

Colonial Electric Supply Chain filed Claim No. 33 for $24,772 for
"Insurance Proceeds for Creditor Loss."  However, no explanation
or supporting documents were provided to explain the Claim
against RFSC.  In addition, although the Colonial Electric Claim
was filed under RFSC's case number, the named debtor listed on
the Claim is "Reliance Holding Group d/b/a Reliance National
Insurance Co."  Therefore, the Claim was incorrectly filed.  

(4) Gerald G. Cassidy

Gerald G. Cassidy filed Claim No. 252 in RFSC's case for an
unliquidated amount, based on the money Mr. Cassidy purportedly
loaned.  However, the named debtor in the Cassidy Claim is RGH.  
The Cassidy Claim appears to be a bondholder claim that was
incorrectly filed against RFSC.

(5) David D. Woodward

David D. Woodward filed Claim No. 249 for $2,628,602 based on
supplemental retirement benefits.  According to Mr. DeNatale, the
Claim appears to request benefits under the Reliance Group
Holdings, Inc., Retirement Benefit Equalization Plan.  However,
RFSC does not have any obligations under the Retirement Plan and
neither the proof of claim nor the supporting documentation
adequately proves that RFSC is liable for the claimed benefits.

(6) Washington Group International

The Washington Group International, Inc., formerly known as
Morrison Knudson Corporation, filed Claim No. 405 for $25,000,000
based on alleged insurance indemnity.  Mr. DeNatale tells Judge
Gonzalez that the Claim No. 405 was filed on May 16, 2003, almost
17 months after the Bar Date.  In addition, Claim No. 405 appears
to be based on insurance coverage provided by ECS/Reliance
Insurance Company, not RFSC.  The Claim also does not provide
proof as to any obligation by RFSC to WGI.

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 Reliance Insurance Company.  The
Company filed for chapter 11 protection on June 12, 2001 (Bankr.
S.D.N.Y. Case No. 01-13403).  When the Company filed for
protection from their creditors,  they listed $12,598,054,000 in
assets and $12,877,472,000 in debts. (Reliance Bankruptcy News,
Issue No. 57; Bankruptcy Creditors' Service, Inc., 215/945-7000)    


RENAL CARE: Reports Q2 Results & Acquires Nevada Dialysis Program
-----------------------------------------------------------------
Renal Care Group, Inc. (NYSE:RCI) reported results for the second
quarter and six months ended June 30, 2004. The Company has
entered into a definitive agreement to acquire a dialysis program
serving more than 525 patients in Las Vegas, Nevada.

For the three months ended June 30, 2004, Renal Care Group's net
revenues increased 38.0% to $340.9 million compared with net
revenues of $247.1 million for the same period in 2003.  Net
income for the second quarter of 2004 rose 13.1% to $29.2 million
compared with net income of $25.8 million in the second quarter of
2003. Diluted net income per share for the second quarter of 2004
increased 23.5% to $0.42 compared with diluted net income per
share of $0.34 in the same quarter of 2003.

Gary A. Brukardt, the Company's president and chief executive
officer, commented, "We are pleased to report solid second quarter
results, and we continue to execute our business plan. The
integration of National Nephrology Associates is nearing
completion. We remain focused on making selective acquisitions
using our customary disciplined approach, and we have been
actively developing de novo facilities to grow the Company. The
credit for another successful quarter goes to our 8,500 associates
working in concert with our dedicated affiliated nephrologists on
the front lines to deliver optimal care to our patients. We hope
that recently introduced legislation will bolster the industry's
efforts to address some of the most pressing issues facing those
who suffer from ESRD."

For the six months ended June 30, 2004, Renal Care Group's net
revenues increased 26.5% to $618.9 million compared with net
revenues of $489.2 million for the same period in 2003. Net income
for the first half of 2004 rose 24.6% to $59.3 million, compared
with net income of $47.6 million in the same period of 2003.
Diluted net income per share for the six months ended June 30,
2004, increased 31.3% to $0.84 compared with diluted net income
per share of $0.64 for the same period in 2003.

GAAP results for the six months ended June 30, 2004, give effect
to resolutions of contractual issues with payors that were unusual
in amount and timing, which favorably impacted earnings per share
by $0.04 per diluted share. Excluding the effect of these
resolutions, non-GAAP net income for the six months ended June 30,
2004, was $56.4 million, or $0.80 per diluted share. GAAP results
for the six months ended June 30, 2003, give effect to a non-
recurring, after-tax charge of $0.05 per diluted share, related to
a retirement package for the Company's former chairman and
founder. Excluding the effect of the retirement package, non-GAAP
net income for the six months ended June 30, 2003, was $50.9
million, or $0.68 per diluted share. Renal Care Group has decided
to present the non-GAAP information to give investors a means of
comparing the Company's normalized operational performance for the
first half of 2004 with its operational performance in the same
period in 2003, before the impact of the resolutions of the payor
contract issues and the one-time charge related to the retirement
package. A reconciliation between the non-GAAP results and the
Company's GAAP results accompanies this press release.

David M. Dill, Renal Care Group's executive vice president and
chief financial officer, commented, "This quarter is the first to
include the operations of NNA in our combined results. We are
pleased with the contribution that the transaction has made, and
we remain confident in our future outlook."

Commenting on the Nevada dialysis program acquisition, Mr.
Brukardt said, "Las Vegas is a new market for us, and Nevada
represents our 32nd state. We believe it will offer excellent
opportunities for growth and development leveraging our existing
regional infrastructure. We are proud to affiliate with Renal
Dialysis of Las Vegas, which will serve as medical director for
the facilities."

The Nevada dialysis program provides care to more than 525
patients at three outpatient dialysis facilities, as well as
providing acute dialysis services to seven hospitals. The
agreement is subject to customary closing conditions, and the
Company expects the transaction to be completed within the next
several weeks. The Company did not disclose terms of the
transaction.

Renal Care Group, Inc. is a specialized dialysis services company
that provides care to patients with kidney disease. The Company
currently treats over 28,700 patients at more than 395 owned
outpatient dialysis facilities in addition to providing acute
dialysis services at more than 200 hospitals. Over 8,500
associates provide services across the Company's 31-state network.
More information about Renal Care Group, Inc. may be found at
http://www.renalcaregroup.com/

                           *   *   *
  
As reported in the Troubled Company Reporter's April 6, 2004  
edition, Standard & Poor's Ratings Services assigned its 'BB-'  
corporate credit and 'B' subordinated debt ratings to the  
Nashville, Tennessee-based dialysis provider Renal Care Group  
Inc., following the company's $345 million acquisition of National  
Nephrology Associates Inc., another Nashville-based dialysis  
provider.  

At the same time, Standard & Poor's withdrew its corporate credit  
rating on National Nephrology and raised its rating on National  
Nephrology's existing $160 million 9% subordinated notes due in  
2011 to 'B' from 'B-'. Renal Care is expected to initiate an  
exchange offer that will subsequently change the obligor name on  
the notes from National Nephrology to Renal Care. National  
Nephrology's ratings have also been removed from CreditWatch,  
where they were placed Feb. 2, 2004, when Renal Care announced it  
would acquire the firm.  

The rating outlook is positive, reflecting that Standard & Poor's  
could raise Renal Care's ratings within a couple of years if the  
company strengthens its financial profile to build additional  
insulation against competitive risks. Standard & Poor's will also  
monitor how aggressively Renal Care pursues new investments and  
share repurchases, actions that could create operating pressures  
and strain financial resources.


RF MICRO: To Redeem $100 Mil. Outstanding 3.75% Convertible Bonds
-----------------------------------------------------------------
RF Micro Devices, Inc. (NASDAQ: RFMD), a leading provider of
proprietary radio frequency integrated circuits (RFICs) for
wireless communications applications, has called for redemption on
August 15, 2004 all of its outstanding 3.75% Convertible
Subordinated Notes due August 15, 2005. The aggregate principal
amount outstanding of the Notes is $100,000,000. The Notes will be
redeemed at a redemption price of 100.0% of the principal amount
of the Notes, plus accrued and unpaid interest to, but excluding,
the redemption date.

As an alternative to redemption, prior to close of business on
August 13, 2004, holders may convert their Notes into shares of RF
Micro Devices common stock at a price of $45.09 per share, or
22.18 shares of RF Micro Devices common stock per $1,000 principal
amount of the Notes. Cash will be paid in lieu of fractional
shares. On July 27, 2004, the closing price of RF Micro Devices
common stock on The Nasdaq National Market was $5.92 per share.
Accordingly, the Company expects all of the Notes to be
surrendered for redemption.

A Notice of Redemption is being mailed by Wachovia Bank, National
Association, the Trustee and Paying Agent for the Notes, to all
registered holders of the Notes. Copies of the Notice of
Redemption and additional information relating to the procedure
for redemption may be obtained from Wachovia by calling 1-800-665-
9343.

RF Micro Devices, Inc., an ISO 9001- and ISO 14001-certified
manufacturer, designs, develops, manufactures and markets
proprietary radio frequency integrated circuits (RFICs) for
wireless communications products and applications. The Company is
a leading supplier of power amplifiers, one of the most critical
radio frequency (RF) components in cellular phones. The Company is
also the leading manufacturer of GaAs HBT, which offers distinct
advantages over other technologies for the manufacture of current-
and next-generation power amplifiers. The Company's products are
included primarily in cellular phones, base stations, wireless
local area networks (WLANs), cable television modems and global
positioning systems (GPS). The Company derives revenue from the
sale of standard and custom-designed products. The Company offers
a broad array of products including amplifiers, mixers,
modulators/demodulators and single-chip transmitters, Bluetooth(R)
products and receivers and transceivers that represent a
substantial majority of the RFICs required in wireless subscriber
equipment. The Company's goal is to be the premier supplier of
low-cost, high-performance integrated circuits and solutions for
applications that enable wireless connectivity. RF Micro Devices,
Inc., is traded on the Nasdaq National Market under the symbol
RFMD. For more information about RFMD, please visit
http://www.rfmd.com/

RF Micro Devices, Inc., an ISO 9001- and ISO 14001-certified   
manufacturer, designs, develops, manufactures and markets   
proprietary RFICs primarily for wireless communications products   
and applications such as cellular and PCS phones, base stations,   
WLANs and cable television modems. The Company offers a broad   
array of products - including amplifiers, mixers,   
modulators/demodulators, and single-chip receivers, transmitters   
and transceivers - representing a substantial majority of the   
RFICs required in wireless subscriber equipment. The Company's   
goal is to be the premier supplier of low-cost, high-performance   
integrated circuits and solutions for applications that enable   
wireless connectivity. RF Micro Devices, Inc. is traded on the   
Nasdaq National Market under the symbol RFMD. For more
information about RFMD, please visit http://www.rfmd.com/  
  
                        *   *   *  
  
As reported in the Troubled Company Reporter's May 10, 2004   
edition, Standard & Poor's Ratings Services affirmed its 'B+'   
corporate credit rating and other ratings on Greensboro, North   
Carolina-based RF Micro Devices Inc. (RFMD), and revised the   
ratings outlook to stable from negative.  
  
"The action recognized improving business conditions and a
growing business base, resulting in improved profitability and
stronger debt-protection measures. The ratings continue to reflect
the company's relatively concentrated revenue base, high debt
levels, and rapid technology and marketplace evolution, as well as
its good position in its niche market and strong customer  
relationships," said Standard & Poor's credit analyst Bruce Hyman.


SECURED DIVERSIFIED: Names Kabani as New Independent Accountants
----------------------------------------------------------------
On June 2, 2004, the Board of Directors of Secured Diversified
Investment, Ltd., dismissed Cacciamatta Accountancy Corporation as
the Company's independent accountants.  At the same time, the
Board appointed the firm of Kabani & Company, Inc., to serve as
independent public accountants of the Company for the fiscal year
ending December 31, 2004.

CAC's report on the Company's consolidated financial statements
for the fiscal years ended December 31, 2003 and 2002 were
modified to include an explanatory paragraph expressing
substantial doubt about the Company's ability to continue as a
going concern.


SONIC ENVIRONMENTAL: Signs First Commercial Clean-up Contract
-------------------------------------------------------------
Sonic Environmental Solutions Inc. (SNV.TSX Venture) has signed
its first commercial contract for on-site clean-up and treatment
of approximately 3000 tons of Polychlorinated Biphenyls
contaminated soil and other materials.  The contract was signed on
Friday July the 23rd with Juker Holdings Ltd., which owns the
property where the contaminated material is isolated.  The
property is located in the Vancouver Lower Mainland of British
Columbia where Sonic will deploy its new on-site remediation
facility and commence the clean-up of this property later this
year.

Mr. Sumel stated "This is a very significant milestone for Sonic.
Securing this contract is validation of our Polychlorinated
Biphenyls soil remediation process and of our fundamental strategy
to develop commercial Sonoprocesses based on our Platform
Technology.  This is the first major site remediation contract for
Sonic and will coincide with the commissioning of Plant Two, our
full-scale remediation facility, which is on track to be deployed
on this site later this year.  Polychlorinated Biphenyls
contaminated soil from the Juker site was used and successfully
remediated to below 2 parts per million during our recent
demonstrations for process approval with the Ministry of Land,
Water and Air Protection.  In order to ensure expeditious
completion of this site we will sub-contract certain material
handling and related work".

Sonic's proprietary Polychlorinated Biphenyls soil remediation
process is a cost-effective alternative to incineration and offers
many additional advantages.  Sonic's Polychlorinated Biphenyls
destruction process is conducted on-site and eliminates the risk
of transporting hazardous materials to a fixed facility.  The
process is non-thermal and avoids the potential of creating
hazardous gaseous bi-products such as chloro-dioxins and furans.  
Sonic's solution is scalable, creating a global deployment
opportunity.

Mr. Pete Shields of Juker Holdings commented, "We have been
watching Sonic's progress for some time and we take great pride in
using Sonic's environmentally friendly, on-site solution to clean
up our property.  Juker could have remediated the site earlier
than this but we did not like the solution available to us.  
Previously our only option was to transport the entire
contaminated product off site to be incinerated.  We chose to
isolate the contaminated material and keep it on-site until a
better solution became available and I am pleased that that day
has now arrived".

The Company is now ready to market its proprietary Polychlorinated
Biphenyls soil remediation process and further discussions with
new clients and end users, and is preparing to bid on additional
sites.  For information on how Sonic's Polychlorinated Biphenyls
soil remediation process or its Platform Technology can help,
email Sonic at info@sesi.ca

Sonic Environmental Solutions, Inc., is based in Vancouver, Canada
and trades publicly on the TSX Venture Exchange (SNV).  Sonic has
achieved significant milestones in commercializing its Platform
Technology.  Sonic owns a patented Platform Technology (sonic
generator) that creates sonic energy on an industrial scale.  This
Platform Technology will be applied in proprietary high value
applications -- Sonoprocesses.  Sonic has completed an extensive
process development and testing program and created a proprietary
Sonoprocess to apply our Platform Technology to the remediation of
soils contaminated with Polychlorinated Biphenyl.

The Company holds patents for low frequency sonic energy generator
technology and proprietary processes to remediate Polychlorinated
Biphenyls contaminated soils.

As of March 31, 2004, Sonic Environmental's stockholders' deficit
widened to CDN$2,138,228, compared to a CDN$1,717,111 deficit at
December 31, 2003.


TAHERA DIAMOND: Equity Deficit Narrows to CDN$1.3 Mil at June 30
----------------------------------------------------------------
Tahera Diamond Corporation reports these developments as part that
of its second quarter report:

    -- Receipt of federal approval of the Jericho Diamond Project

    -- Signed exploration and development agreement with De Beers
       on highly prospective property (Polar Project) adjacent to
       the Jericho Claims

    -- Completed name change to Tahera Diamond Corporation to       
       accurately reflect the Company's business

    -- Appointment of Daniel Johnson as Executive Vice President,
       Operations

    -- Appointment of Andrew Adams to the Board of Directors and
       Chairman of the Audit Committee

                          Development

Tahera Diamond Corporation is focused on developing its wholly
owned Jericho Diamond Project as Nunavut's first diamond mine.
Federal approval of the project was received in June 2004, marking
the successful completion of the environmental assessment process.
The Company is now working toward finalizing the required
authorizations for the project, including the water license and
land leases.  Tahera anticipates completing these requirements
during 2004, allowing sufficient time to meet the Company's goal
of commencing project construction in early 2005.

Tahera has received strong interest from several parties with
regard to a diamond marketing arrangement for the Jericho Diamond
Project, and the Company is continuing to advance both the
marketing and project financing initiatives during the third
quarter.

                          Exploration

Tahera will continue to be an aggressive diamond explorer during
the Jericho mine development phase.  The exploration programs will
focus on delineating additional diamond reserves in close
proximity to the proposed Jericho diamond mine, and on advancing
the Company's other prospective diamond exploration properties.

During the spring 2004 exploration program, a series of ground
geophysical surveys to define potential kimberlite targets and
refine existing kimberlite targets at both the Jericho Claims and
the Hood River Property were conducted.  Nineteen ground magnetic
survey grids were completed during the program.  A number of
targets that were identified on the Jericho Claims will be drilled
during the current summer program.  Targets developed at the Hood
River Property will be prepared for drilling during the upcoming
winter program.

Tahera mobilized the summer 2004 exploration program in mid-July.  
The $2.5 million program will run to September 2004, and includes
drill testing priority kimberlite targets on the Jericho Claims,
the Polar Project, and the Rockinghorse Property (Anuri Project).
A regional program designed to identify new areas of interest for
detailed diamond exploration work will also be conducted.

Numerous targets on the Jericho Claims have been prioritized based
on geological, geophysical, topographic, and geochemical data. The
Jericho Claims exploration program will focus in the Bird Lake
area located approximately nine kilometres south of the Jericho
kimberlite.  Further delineation of the significantly
diamondiferous Bird Lake dyke structure will be completed, and new
exploration targets in the area will be tested.  Approximately ten
exploration targets are scheduled for drill testing during the
summer program.

Tahera entered into an agreement with De Beers in June 2004 for
exploration and potential development of a highly prospective
property situated adjacent to Tahera's Jericho Claims.  An
airborne geophysical program, ground magnetic and gravity surveys,
and sampling will be completed over selected areas to further
define kimberlite targets.  Approximately ten targets will be
drill tested during the summer.  Evaluation of the diamondiferous
Muskox pipe, located approximately 14 kilometres west of the
Jericho site, will also be conducted in preparation for further
sampling of the kimberlite during the upcoming winter program.

Numerous targets have been prioritized on the Rockinghorse
Property (Anuri kimberlite) based on geological, geophysical,
topographic and geochemical factors.  An airborne geophysical
survey, and ground magnetic and gravity surveys will be utilized
to refine and further prioritize these exploration targets.  A
number of the targets will be drill tested during the current
summer program, and additional technical analysis of the Anuri
kimberlite data will be completed.

Tahera has acquired additional landholdings within the Slave
Craton as a result of a regional exploration campaign conducted in
2003/04, and the Company has identified several areas of interest
outside of its current landholdings where further exploration work
is planned.

                  2004 Second Quarter Results

At June 30, 2004, Tahera's cash balance was CDN$13,418,000.  The
Company recorded a loss of CDN$738,000 (CDN$0.002 per share) for
the quarter ended June 30, 2004, which compares with a loss of
CDN$645,000 for the quarter ended June 30, 2003 (CDN$0.001 per
share). Operating expenses increased moderately to CDN$771,000 for
the quarter ended June 30, 2004 compared to CDN$631,000 for the
quarter ended June 30, 2003.

At June 30, 2004, stockholders' deficit narrowed to CDN$1,319,000
from a $43,340,000 deficit at December 31, 2003.

                       About the Company

Tahera is a mineral exploration and development company in the
development stage and is engaged primarily in the exploration for
and development of diamond deposits.  The recoverability of the
Company's exploration and development projects costs is dependent
on the confirmation of economically recoverable reserves, the
ability of the Company to obtain financing to complete its
development plans and the success of future operations, or
alternatively upon the disposal of the interests on an
advantageous basis.


TELTRONICS INC: Ernst & Young Resigns as Independent Accountants
----------------------------------------------------------------
On June 2, 2004, Ernst & Young LLP resigned as Teltronics Inc.'s
independent certified public accountants.

In connection with its audit for the year ended December 31, 2003,
dated March 15, 2004, E&Y included an explanatory paragraph citing
matters that raised substantial doubt about the Company's ability
to continue as a going concern.

                  Search for New Accountants Underway

Teltronics has commenced the process of retaining new independent
certified public accountants. As of June 4, 2004, the process was
not yet completed.

                         About Teltronics Inc.

Teltronics, Inc. is dedicated to excellence in the design,  
development, and assembly of electronics equipment and software to  
enhance the performance of telecommunications networks. The  
Company manufactures telephone switching systems and software for  
small-to-large size businesses, government, and 911 public safety  
communications centers. Teltronics provides remote maintenance  
hardware and software solutions to help large organizations and  
regional telephone companies effectively monitor and maintain  
their telecommunications systems. The Company also serves as an  
electronic contract-manufacturing partner to customers in the U.S.  
and overseas. Further information regarding Teltronics can be  
found at their web site, http://www.teltronics.com/

At March 31, 2004, Teltronics Inc.'s balance sheet shows a  
shareholders' deficit of $6,264,638 compared to a deficit of  
$6,124,389 at December 31, 2003.


TEMBEC: Signs Working Protocol and Pact with Ktunaxa Nation
-----------------------------------------------------------
Tembec, represented by Frank Dottori, President and CEO, and the
Ktunaxa Nation, represented by Kathryn Teneese, Administrator,
recently signed a Working Protocol and Consultation and
Accommodation Agreement at the Delta St. Eugene Mission Resort.

Tembec BC Division's Chief Forester, Troy Hromadnik, notes "the
Working Protocol is intended to promote a positive and sustainable
working relationship between the members of the Ktunaxa Nation and
Tembec.  Through mutual recognition and respect, the Working
Protocol shall serve as a framework to enhance existing and future
relationships."

The Consultation and Accommodation Agreement governs Tembec's
activities within the Ktunaxa traditional territory, defines a
process for consultation between the two parties, and identifies
potential means to accommodate Ktunaxa interests. Highlights of
this agreement include:

    -- Development of a consultation process at various levels;

    -- Establishment of a Joint Management Advisory Committee
       (JMAC);

    -- Capacity and resource requirements;

    -- Information-sharing protocols;

    -- Revenue-sharing opportunities; and,

    -- Development of employment, training, contracting and
       business strategies.

Kathryn Teneese notes, "the signing of this agreement is a huge
accomplishment for the Ktunaxa Nation in that Tembec recognizes
and respects the Ktunaxa's historic and ongoing use and occupancy
of lands and resources within Ktunaxa traditional territory." She
commends Tembec for setting the stage for the Ktunaxa to develop
new relationships in economic development and resource management.

Established in the early 1970s, the Ktunaxa Kinbasket Tribal
Council's mission is to promote the political goals and
developmental needs of the Ktunaxa Nation and Kinbasket people.
The programs and services of the Council and its affiliates are
available to the Council's member Bands and their citizens living
on- or off-reserve, as well as to other status and non-status
persons living within the Ktunaxa traditional territory.
Additional information on the Ktunaxa Kinbasket Tribal Council is
available at http://www.kktc.bc.ca

Tembec (S&P, BB Long-Term Corp. Credit, Negative) is a leading
integrated forest products company well established in North
America and France, with sales of approximately $4 billion and
some 11,000 employees.  Tembec's common shares are listed on the
Toronto Stock Exchange under the symbol TBC. Additional
information on Tembec is available on its Web site at
http://www.tembec.com/
                                           

TENECO AUTOMOTIVE: Fitch Rates New Senior Subordinated Debt B-
--------------------------------------------------------------
Fitch Ratings has assigned a 'B-' rating to the new senior
subordinated notes Tenneco Automotive Inc. is issuing to refinance
the existing senior subordinated notes.  Tenneco's senior secured
bank debt and senior secured debt are 'B+' and 'B', respectively.
The Rating Outlook is Stable.

Tenneco announced on July 26 a tender offer for its outstanding
11-5/8% senior subordinated notes due 2009.  Tenneco plans to
refinance the $500 million of higher coupon notes with the
issuance of a new senior subordinated notes in the like amount
with a meaningfully lower coupon rate and 2014 maturity date.

Fitch views the refinancing transaction as mildly positive as the
refinancing will allow for an extended debt maturity profile and
improved interest coverage metrics for debt holders going forward.
However, the premiums for the tender offer and the fees associated
with the transaction will require some cash usage, leading to a
slight increase in net debt capitalization, pro-forma for the
transaction.

At June 30, 2004, Tenneco had $1.419 billion of debt on its
balance sheet with another $148 million of funding through its
accounts receivable funding facility.  Liquidity was provided by
$166 million in cash plus $220 million in revolver and $125
million in L/C facility availability.  These debt and liquidity
levels compare favorably to year-end 2003 and comparable year ago
levels.  Reduction in working capital and stable operating
performance have contributed to the stable balance sheet
performance.

For six months ended June 30, 2004, Tenneco's free cash flow,
defined as operating cash flow minus capital expenditures, was a
positive $5 million versus a negative $26 million last year.  Some
of the positive drivers this year were better profitability, good
working capital performance, and favorable timing of balance sheet
items.  Typically, the second half of the year is a stronger cash
flow period, so overall for the year Fitch expects that Tenneco
should be able to generate a modest level of free cash flow for
debt reduction.

Operationally, Tenneco has shown above average performance for the
year to date with growth in sales and profitability for the first
six months 2004 despite a relatively flat build environment in
North America and in Europe and continued adverse cost conditions.
Adjusted for foreign currency translation and pass-through sales,
Tenneco's first half 2004 sales increased 7% to $1.681 billion
while consolidated EBIT gained a strong 26% to $131 million.
Rebounding performance in the European OE operations, both in
sales and in profitability plus stabilization in North American
aftermarkets were the key drivers in the improved operating
performance.  Rationalization/cost efficiency programs were used
to offset the continued pricing pressures from OE customers while
a large steel contract, which runs through 2005 has helped Tenneco
manage through the cost volatility in the steel market.

Looking forward to the balance of the year and beyond, key risks
to extending the operational momentum loom in the way of
production volume uncertainty with domestic OEMs, continued raw
material cost volatility which run past the 2005 contract period,
and reversal of the nascent gains in European operations.

Tenneco Automotive Inc., headquartered in Lake Forest, Illinois,
is a leading global producer of ride control and emissions/exhaust
components, modules and systems for both the OEM and the
aftermarket. About 75% of its revenues come from the OEM market
and 25% is derived from the aftermarket. Geographically, 50% of
revenue is from North America, 38% in Europe, 12% from rest of the
world.


TENNECO AUTOMATIVE: Will Not Proceed with $500M Private Placement
-----------------------------------------------------------------
Tenneco Automotive (NYSE: TEN) will not proceed with its proposed
private placement offering of $500 million in senior subordinated
notes as announced on July 26, 2004, due to unfavorable pricing
conditions.

As a result, Tenneco Automotive is also withdrawing its tender
offer and consent solicitation for its 11-5/8% Senior Subordinated
Notes.

"The deal was not as attractive as we had anticipated due to
rising interest rates in the bond market," said Mark P. Frissora,
chairman and CEO, Tenneco Automotive.  "While the offering was one
opportunity for reducing our annual interest expense, we didn't
have to complete the transaction.  We are in a favorable position
of being able to wait for better market conditions."

The company will continue to evaluate opportunities to reduce the
interest expense on its 11-5/8% Senior Subordinated Notes, which
mature in October 2009.

Tenneco Automotive (S&P, B+ Corporate Credit Rating, B- Senior
Subordinated Notes) is a $3.8 billion manufacturing company with
headquarters in Lake Forest, Illinois and approximately 19,200
employees worldwide.  Tenneco Automotive is one of the world's
largest designers, manufacturers and marketers of emission control
and ride control products and systems for the automotive original
equipment market and the aftermarket. Tenneco Automotive markets
its products principally under the Monroe(R), Walker(R), Gillet(R)
and Clevite(R)Elastomer brand names. Among its products are Sensa-
Trac(R) and Monroe Reflex(R) shocks and struts, Rancho(R) shock
absorbers, Walker(R) Quiet-Flow(R) mufflers, Dynomax(R)
performance exhaust products, and Clevite(R)Elastomer noise,
vibration and harshness control components.


THERMADYNE HOLDINGS: 2nd Quarter Conference Call Set for Aug. 9
---------------------------------------------------------------
Thermadyne Holdings Corporation (OTC:THMD) will report financial
results for the second quarter of 2004 on Monday, August 9, 2004.
Thermadyne management will host a teleconference to discuss the
Company's second quarter results also on Monday, August 9, 2004 at
4:30PM EDT.

Interested parties may join the live conference call by using one
of these dial-in numbers:

                * US & Canada    (877) 313-3171
    
                * International  (706) 634-7085

Participants are asked to dial in ten minutes before the
conference begins. For those unable to join the live conference
call, a recording of the call will be available from Monday,
August 9, 2004 at 5:30 p.m. EDT to Monday, August 16, 2004 at
11:30 p.m. EDT by dialing (800) 642-1687 or (706) 645-9291.

Thermadyne, headquartered in St. Louis, Missouri, is a leading
global marketer of cutting and welding products and accessories
under a variety of brand names including Victor(R),
Tweco/Arcair(R), Thermal Dynamics(R), Thermal Arc(R), Stoody(R),
GenSet(R), and Cigweld(R). For more information about Thermadyne,
its products and services or to obtain information regarding the
August 9 conference call, visit the Company's web site at
http://www.thermadyne.com/


TOWNHOUSE INC: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Townhouse Incorporated
        6839 La Tijera Boulevard
        Los Angeles, California 90045

Bankruptcy Case No.: 04-26141

Chapter 11 Petition Date: July 26, 2004

Court: Central District of California (Los Angeles)

Judge: Samuel L. Bufford

Debtor's Counsel: Michael D. Anderson, Esq.
                  Maseda & Anderson LLP
                  140 S. Lake Avenue, Ste. 328
                  Pasadena, CA 91101
                  Tel: 626-449-8131

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 2 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
One United Bank               Bank Loan                 $585,000
f/k/a Founders National Bank
c/o Wanda Smith
3683 Crenshaw Blvd.
Los Angeles, CA 90016

Howard Bell                   Premises liability         $40,140


UAL CORP: ACA Wants $3 Million Monthly Payment Paid in Full
-----------------------------------------------------------
Michael A. Rosenthal, Esq., at Gibson, Dunn & Crutcher, in
Dallas, Texas, relates that on July 25, 2003, UAL Corp. Debtors,
Atlantic Coast Airlines and Atlantic Coast Airlines Holdings,
Inc., entered a stipulation addressing Cost Per Departure rates to
be paid by UAL Corp. and its debtor-affiliates to ACA.  Also, the
Debtors were to make a $3,000,000 monthly payment to ACA until the
fate of the Agreements between the parties was decided.  
Ultimately, the Debtors rejected the Agreements.

Mr. Rosenthal points out that the parties reached a Transition
Agreement to minimize the disruption to their operations.  The
Transition Agreement provided that all provisions of the
Stipulation continue in full force and effect.  While the
Transition Agreement modifies the Cost Per Departure Fee, it does
not modify the Monthly Payment. According to Mr. Rosenthal, the
Debtors assert that only a prorated portion of the Monthly
Payment is owed to ACA.  As a result, the Debtors have paid only
a fraction of the amount owed.

ACA brought the breach to the attention of Jeffrey W. Gettleman,
Esq., at Kirkland & Ellis, by letter on June 10, 2004.  On
June 21, 2004, Mr. Gettleman responded that the parties agreed to
prorate the Monthly Payment and no further amounts would be
forthcoming.

By this motion, ACA asks Judge Wedoff to compel the Debtors to
comply with the Court's prior orders and the Transition Agreement
and make the full Monthly Payment.

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 Company 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. 54; Bankruptcy Creditors' Service,
Inc., 215/945-7000)   


US AIRWAYS: Reports $34 Million Profit in Strongest 2nd Quarter
---------------------------------------------------------------
US Airways Group, Inc. (Nasdaq: UAIR) reported net income of $34
million for the second quarter 2004, which is a $21 million
improvement over the second quarter of 2003.

The $34 million pre-tax income for the second quarter 2004
compares to pre-tax income of $26 million for the same quarter in
2003. However, the second quarter of 2003 included some
significant unusual items, primarily a $214 million reimbursement
from the Transportation Security Administration under the 2003
Emergency Wartime Supplemental Appropriations Act.

"While we reported a small profit, we should have done
significantly better in the second quarter, which is traditionally
our best. Absent an immediate and dramatic reduction in costs,
this nominal profit is insufficient, and we will likely be faced
with additional second half losses," said Bruce R. Lakefield, US
Airways president and chief executive officer. "These results
reaffirm what we have told our labor leaders -- that we must
change course now. I am pleased that we are at various stages of
'at the negotiating table' with most of our unions, but I remain
concerned that some labor leaders believe these are typical
negotiations that can drag out and lead to a series of
insufficient compromises."

The company's results for the quarter were favorably impacted by
several factors, including fuel hedging, the sale of four aircraft
which had previously been leased to a third party, the impact of
the "Medicare Prescription Drug, Improvement and Modernization Act
of 2003" on expenses related to post-retirement benefit
obligations, and a favorable tax audit settlement.

Operating revenue for the second quarter improved to $1.96 billion
from $1.78 billion for the second quarter of 2003, which is a 10.1
percent increase year-over-year. This increase was largely related
to a 24.4 percent increase in capacity at the Express carriers.

System passenger revenue per available seat mile (PRASM) for the
second quarter 2004 was 11.34 cents, up 3.8 percent compared to
the second quarter of 2003. Domestically, system PRASM grew 4.0
percent. System statistics encompass mainline, MidAtlantic
Airways, wholly owned airline subsidiaries of US Airways Group,
Inc. as well as capacity purchases from third parties operating
regional jets as US Airways Express. For US Airways mainline
operations only, the PRASM of 10.16 cents was up 2.8 percent.

System available seat miles (ASMs) were up 6.2 percent, while
mainline ASMs increased 4.0 percent during the second quarter.
Revenue passenger miles (RPMs) increased 11.8 percent for the full
US Airways system, while mainline RPMs increased 8.7 percent. The
second quarter system load factor of 77.4 percent was up 3.9
percentage points year-over-year, and was the highest for any
quarter in the company's history. The mainline passenger load
factor was up 3.5 percentage points to 78.9 percent, which also
was the highest quarterly mainline load factor in company history.
For the quarter, US Airways Group Inc.'s system carried 14.9
million passengers, an increase of 7.8 percent, while mainline
operations carried 11.1 million passengers, a 2.0 percent increase
compared to the same period of 2003. The second quarter 2004 yield
for mainline operations of 12.87 cents was down 1.8 percent from
the same period in 2003, while system yield was down 1.3 percent
to 14.66 cents.

"Low cost carriers now price over 70 percent of our domestic
revenue. We have taken a number of aggressive steps to meet the
new low-fare realities of the marketplace, including the
introduction of permanent and simple GoFares in May. These lower
fares in Philadelphia and Washington are doing exceptionally well
in terms of bookings, driving strong load factor improvements,"
said B. Ben Baldanza, US Airways senior vice president of
marketing and planning. "While GoFares are bringing in additional
passengers, lower fares translate to lower revenue, and yields
remain under intense pressure. Our existing cost structure will
not allow for sustained profitability, given the competitive
environment now dominated by low fares."

The mainline cost per available seat mile (CASM), excluding fuel
and unusual items, of 9.40 cents for the quarter, was a 12.6
percent improvement over the same period in 2003. This year-over-
year performance is favorably impacted by non-cash stock
compensation expense for stock granted to US Airways' organized
labor groups upon emergence from bankruptcy, which declined by $84
million. Absent the stock charges in both years, mainline CASM
excluding fuel and unusual items would have declined 7.0 percent.

The cost of aviation fuel per gallon, including taxes, for the
second quarter 2004 was 106.87 cents (101.39 cents excluding
taxes), up 25.9 percent from the same period in 2003. Fuel hedging
benefits, which partially mitigated the dramatic increase in fuel
price, improved results by $19 million, or 7.1 cents per gallon.
US Airways' fuel position is 32.5 percent hedged for the second
half of 2004 at an equivalent crude value of less than $26 per
barrel and 5 percent hedged for 2005 at a crude value of $30 per
barrel.

US Airways Group ended the quarter with total restricted and
unrestricted cash, cash equivalents and short-term investments of
approximately $1.73 billion, including $975 million in
unrestricted cash, cash equivalents and short-term investments. US
Airways began the quarter with an unrestricted cash balance of
$978 million, so the company's available cash balance remained
steady during the second quarter.

The company has reached agreements with its primary sources of
regional jet financing to continue financing aircraft deliveries
through Sept. 30, 2004. The agreements require the company to
achieve its Transformation Plan in order to continue to take
delivery of new regional jets.

"Despite posting a slight profit this quarter, our year-to-date
loss of $143 million is unsustainable and the competitive
environment continues to intensify. We remain under pressure to
cut our costs considerably if we hope to maintain relationships
with key financial stakeholders and remain viable in 2005," said
David M. Davis, US Airways executive vice president of finance and
chief financial officer.


USG CORP: Posts Record $1.1 Billion Net Sales in Second Quarter
---------------------------------------------------------------
USG Corporation (NYSE: USG), a leading building products company,
reported second quarter net sales of $1.1 billion, a record for
any quarter in USG's history, and net earnings of $80 million. Net
sales increased $231 million and net earnings more than doubled
compared with the second quarter of last year.

"Our financial performance demonstrates that USG has positioned
its businesses well to capitalize on the strength of the new
housing and residential remodeling markets," said USG Corporation
Chairman, CEO and President William C. Foote. "Product shipments
were at an all-time high in the second quarter and market selling
prices for gypsum wallboard have risen throughout the year. Our
strong sales and solid profit performance were somewhat hindered
by continuing cost pressures, including higher raw material,
energy and employee benefit costs, which were partially offset by
increased manufacturing efficiencies and other cost reductions."

Commenting on his outlook for the business, Mr. Foote said,
"Overall, our outlook for the remainder of the year is favorable.
We expect the residential market to remain strong, though the
exceptional levels of activity seen in the first half may
moderate. This should allow our shipments of SHEETROCK(R) Brand
gypsum wallboard to continue at a relatively high level. While we
expect rising costs to remain a challenge for the remainder of the
year, we remain committed to our goal of profitable growth."

Net sales for the first six months of 2004 were $2.2 billion
versus net sales of $1.8 billion for the same period in 2003. USG
reported net earnings of $137 million for the first six months of
this year compared with net earnings of $37 million for the same
period a year ago. Net earnings for the first half of 2003
included a noncash, after-tax charge of $16 million related to the
adoption of SFAS No. 143, "Accounting for Asset Retirement
Obligations." Net earnings before the cumulative effect of this
accounting change for the first half of last year were $53
million.

                   Core Business Results

                   North American Gypsum

USG's North American gypsum business recorded net sales of $678
million and operating profit of $102 million in the second
quarter. Second quarter net sales increased by $112 million while
operating profit more than doubled compared with the same period a
year ago.

United States Gypsum Company recorded second quarter 2004 net
sales of $617 million and operating profit of $87 million,
increases of $105 million and $51 million, respectively, compared
with the second quarter of 2003. U.S. Gypsum's strong performance
during the quarter was mainly attributable to improved pricing and
record shipments of the company's SHEETROCK Brand gypsum
wallboard.

In the second quarter of 2004, U.S. Gypsum's shipments of
SHEETROCK Brand gypsum wallboard were a record for any quarter in
USG's history. Wallboard shipments totaled 2.8 billion square
feet, 8 percent higher than shipments in the second quarter last
year. U.S. Gypsum's nationwide average realized price of wallboard
was $118.47 per thousand square feet during the second quarter
compared with $100.47 in the second quarter of last year.

U.S. Gypsum also continued to grow sales of its complementary
products. It achieved record second quarter shipments of SHEETROCK
Brand joint compounds, DUROCK(R) Brand Cement Board products and
FIBEROCK(R) Brand Gypsum Fiber Panels.

The gypsum division of Canada-based CGC Inc. reported second
quarter 2004 net sales of $68 million and operating profit of $9
million. Sales increased by $6 million, and operating profit
improved $2 million versus the prior year. Most of the improvement
in results was due to higher shipments of SHEETROCK Brand gypsum
wallboard, partially offset by slightly lower wallboard and joint
compound selling prices.

                        Worldwide Ceilings

USG's worldwide ceilings business reported second quarter net
sales of $190 million, an increase of $36 million compared with
the second quarter of 2003. Operating profit increased to $26
million, an improvement of $17 million over the same period a year
ago.

USG's domestic ceilings business, USG Interiors, reported second
quarter 2004 sales and operating profit of $135 million and $19
million, respectively. Net sales increased $21 million and
operating profit improved by $12 million. Factors behind the
improvement in sales and operating profit include a surge in sales
of ceiling grid, higher selling prices for ceiling tile and grid,
and the implementation of new sales and distribution policies.
Steel costs have risen due to a global steel shortage and are
expected to continue to rise during the second half of 2004 but at
a lesser rate than the first half of the year. Concerns over this
shortage and the related increases in steel costs caused the surge
in demand for ceiling grid during the first half of 2004.

USG International reported a profit of $4 million, an increase of
$3 million over last year's second quarter. These results improved
largely due to increased demand for USG's ceiling grid in Europe.
Operating profit for the ceilings division of CGC Inc. was $3
million in the quarter, versus $1 million in the same period a
year ago.

               Building Products Distribution

L&W Supply, USG's building products distribution business,
reported second quarter 2004 net sales of $454 million and
operating profit of $31 million. Sales and operating profit
increased $129 million and $15 million, respectively, over the
second quarter of 2003. The higher sales and profit reflect record
second quarter shipments and improved pricing of most product
lines. L&W's wallboard shipments were up 12 percent versus the
second quarter of 2003.

                  Other Consolidated Information

Second quarter 2004 selling and administrative expenses of $79
million declined by $2 million versus the second quarter of 2003.
Reductions in these expenses primarily reflect lower expenses
related to the bankruptcy court-approved key employee retention
plan, the favorable impact of a fourth quarter 2003 salaried
workforce reduction program, and other cost reduction initiatives.
These favorable factors were offset in part by higher employee
benefit costs. Selling and administrative expenses as a percent of
net sales were 7 percent, compared with 9 percent in last year's
second quarter.

Interest expense of $1 million was incurred in the second quarter
of 2004, versus $2 million in the same period a year ago. Under
AICPA Statement of Position 90-7, "Financial Reporting by Entities
in Reorganization Under the Bankruptcy Code," virtually all of
USG's outstanding debt is classified as liabilities subject to
compromise, and interest expense on this debt has not been accrued
or recorded since USG's bankruptcy filing. Contractual interest
expense not accrued or recorded on pre-petition debt totaled $18
million in the second quarter of 2004 and $35 million during the
first half of the year. From the date of USG's bankruptcy filing
through June 30, 2004, contractual interest expense not accrued or
recorded on pre-petition debt totaled $221 million.

USG incurred Chapter 11 reorganization expenses of $4 million in
the second quarter of 2004. This consisted of $6 million in legal
and financial advisory fees, partially offset by $2 million in
bankruptcy-related interest income. Under SOP 90-7, interest
income on USG's bankruptcy-related cash is offset against Chapter
11 reorganization expenses.

As of June 30, 2004, USG had $973 million of cash, cash
equivalents, restricted cash and marketable securities on a
consolidated basis, compared with $925 million as of March 31,
2004, and $947 as of December 31, 2003. Capital expenditures in
the second quarter of 2004 were $27 million compared with $19
million in the corresponding 2003 period. For the first six months
of 2004, capital expenditures were $47 million versus $36 million
in the first six months of 2003.

                     Chapter 11 Reorganization

USG and its principal domestic subsidiaries filed voluntary
petitions for reorganization under Chapter 11 of the United States
Bankruptcy Code on June 25, 2001. This action was taken to resolve
asbestos claims in a fair and equitable manner, protect the long-
term value of the businesses and maintain their market leadership
positions.

On May 17, 2004, the Third Circuit Court of Appeals removed U.S.
District Court Judge Alfred M. Wolin from presiding over three
asbestos-related Chapter 11 cases, including USG's cases, based on
motions brought by USG, the Unsecured Creditors Committee in USG's
case, and several other creditors in the other two cases. USG's
Chapter 11 cases have not yet been reassigned to a new district
court judge.

In the second quarter of 2004, Judge Judith K. Fitzgerald, the
bankruptcy judge presiding over USG's Chapter 11 cases, entered an
order directing the parties to enter into non-binding mediation
relating to USG's asbestos personal injury liability and the
potential terms of a plan of reorganization. It is expected that
mediation will begin in the third quarter of 2004.

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, Reavis & Pogue 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.


UGS PLM: Inks $600,000 Pact with Fereng on Teamcenter(R) Use
------------------------------------------------------------
Fereng, the engineering company of group FERBER -- a leading
textile machinery manufacturer based in Italy -- has signed an
agreement valued at euro 500,000 (US$600,000) to implement
Teamcenter(R) and NX products of UGS, a leading global provider of
product lifecycle management (PLM) software and services, as its
corporate standards for PLM and product development.

Fereng will deploy Teamcenter, the world's most widely used PLM
portfolio, to integrate and manage product information generated
internally and by its customers.  The company will use NX, UGS'
world-class computer-aided design, manufacturing and engineering
analysis (CAD/CAM/CAE) software, for the development of its
textile machinery products.

An additional requirement of Fereng's is the need to address
certification and documentation issues.  Avoiding data losses and
other management inefficiencies that might cause customer
dissatisfaction is of vital importance to the company.  Fereng
determined that UGS' products comprised the most effective
solutions for helping to address these requirements.

"Of all of the PLM providers we reviewed, UGS was the only one
that provided a truly integrated PLM suite of solutions," said
Agostino Ripamonti, project manager at Fereng.  "The company's
strategic approach to PLM and exceptional service were each
critical factors in our final decision to work with them as our
PLM vendor of choice.  We will use Teamcenter and NX to further
enhance our technological infrastructure."

"We are very pleased that Fereng has placed its confidence in UGS
to help enhance its product lifecycle process and address its
important certification and documentation requirements," said Jim
Duncan, executive vice president of Europe, Middle East and Africa
for UGS.  "UGS considers our customer relationships of utmost
importance, and we look forward to a long and productive
association with Fereng and the FERBER group."

The first phase of the PLM implementation will be completed at
Fereng, with a long-term goal to extend UGS solutions to the
entire FERBER group, including the sales and production areas.
    
                          About Fereng

Fereng was founded in late 2003 as a result of FERBER's decision
to split its two main operations (engineering and sales) into two
independent companies with their own organization.  Fereng can be
considered as the expression of the corporate know-how acquired by
FERBER throughout the years.  Besides the "historical"
headquarters in Missaglia, near Lecco, a new branch office was
opened a few months ago in Santa Margherita di Pula (Cagliari),
inside the Science and Technology Center POLARIS.  The two sites
are linked by means of advanced connectivity systems and provided
with "twin" software to work in Lombardy or Sardinia
indifferently.  Fereng employs about 15 people.
    
                          About FERBER

In 2003, FERBER, a worldwide leader in the textile machinery
industry, celebrated 20 years in business.  FERBER operates
through their own network of agents and affiliated partners, such
as loom manufacturers, who supply FERBER products as a complement
to their plants.  The company manufactures auxiliary equipment for
the textile industry, including winding and lap machines, control
and finishing plants, etc.  Currently, 60% of FERBER products are
sold in Italy, the rest worldwide.  At the end of last year,
FERBER signed an agreement with a major European loom
manufacturer, which resulted in a radical reorganization of the
entire group: the two main operations (engineering and sales) were
split into two independent companies with their own organization,
creating Fereng and Fercom.
    
                           About UGS

UGS is a leading global provider of product lifecycle management
(PLM) software and services with more than 3 million licensed
seats and 42,000 clients worldwide.  Headquartered in Plano,
Texas, the company promotes openness and standardization and works
collaboratively with its clients in creating enterprise solutions
enabling them to transform their process of innovation and thus
begin to capture the value of PLM.  For more information on UGS
products and services, visit http://www.ugs.com.
    
                           *   *   *

As previously reported in the Trouble Company reporter,
May 3, 2004 issue, Standard & Poor's Ratings Services assigned its
'B+' corporate credit rating to Plano, Texas-based UGS PLM
Solutions Inc., and a 'B-' subordinated debt rating to the
company's $550 million senior subordinated notes due 2012. At the
same time, Standard & Poor's assigned its 'B+' bank loan rating
and a recovery rating of '3' to UGS PLM Solutions Inc.'s
$625 million senior secured credit facility, reflecting
expectations for meaningful (50%-80%) recovery of principal in a
default or bankruptcy scenario.  The secured credit facility
consists of a $125 million revolving credit facility due 2010 and
$500 million term loan facility due 2011. The outlook is stable.


VANGUARD HEALTH: Commences Solicitation for $300M Senior Notes
--------------------------------------------------------------
Vanguard Health Systems, Inc. announced that, in connection with
its recently announced definitive agreement with The Blackstone
Group, a private equity firm, pursuant to which Blackstone will
make a major investment in the Company, the Company has commenced
a cash tender offer and consent solicitation for any and all of
its $300 million aggregate principal amount of 9-3/4% Senior
Subordinated Notes due 2011 (CUSIP No. 922036AB4).

The purchase price to be paid for each $1,000 principal amount of
Notes validly tendered in the offer will be based on a fixed
spread of 50 basis points over the yield on the pricing date of
the 7% U.S. Treasury Note due July 15, 2006, plus accrued and
unpaid interest up to, but not including, the date of payment for
the Notes, minus the consent payment.  The price determination
date will be August 10, 2004, unless extended or modified. The
Company expects the payment date to be promptly after the
expiration date.

In connection with the offer, the Company is soliciting consents
to certain proposed amendments to eliminate substantially all of
the restrictive covenants in the indenture governing the Notes.  
The Company is offering to make a consent payment of $20.00 per
$1,000 principal amount of Notes to holders who validly tender
their Notes and deliver their consents prior to 5:00 p.m., New
York City time, on August 9, 2004, unless extended.  Holders may
not tender their Notes without delivering consents or deliver
consents without tendering their Notes.

The offer is scheduled to expire at 11:59 p.m., New York City
time, on August 23, 2004, unless extended or earlier terminated.  
However, no consent payments will be made in respect of Notes
tendered after the Consent Date.  Tendered Notes may not be
withdrawn and consents may not be revoked after 5:00 p.m., New
York City time, on August 9, 2004, unless extended, except in
limited circumstances.

The offer is subject to the satisfaction of certain conditions
including satisfaction of conditions relating to the Blackstone
investment and the receipt of consents of holders representing a
majority in principal amount of the outstanding Notes.  The terms
of the offer are described in the Offer to Purchase and Consent
Solicitation Statement dated July 27, 2004, copies of which may be
obtained from Global Bondholder Services Corporation, the
information agent for the offer, at (866) 804-2200 (US toll free)
and (212) 430-3774 (collect).

The Company has engaged Citigroup Global Markets Inc. and Banc of
America Securities, LLC, to act as the dealer managers and
solicitation agents in connection with the offer and consent
solicitation.  Questions regarding the offer may be directed to
Citigroup at (800) 558-3745 (US toll-free) and (212) 723-6106
(collect) or Banc of America at (888) 292-0070 (US toll-free) and
(704) 388-4813 (collect).

                 About Vanguard Health Systems

Vanguard Health Systems, Inc. owns and operates 16 acute care
hospitals and complementary facilities and services in Chicago,
Illinois; Phoenix, Arizona; Orange County, California; and San
Antonio, Texas.  The Company's strategy is to develop locally
branded, comprehensive healthcare delivery networks in urban
markets.  Vanguard will pursue acquisitions where there are
opportunities to partner with leading delivery systems in new
urban markets.  Upon acquiring a facility or network of
facilities, Vanguard implements strategic and operational
improvement initiatives, including expanding services,
strengthening relationships with physicians and managed care
organizations, recruiting new physicians and upgrading information
systems and other capital equipment.  These strategies improve
quality and network coverage in a cost effective and accessible
manner for the communities we serve.

                           *   *   *

As reported in yesterday's edition of the Troubled Company
Reporter, Standard & Poor's Ratings Services placed its ratings on
Vanguard Health Systems Inc., including the company's 'B+'
corporate credit rating, on CreditWatch with negative
implications.

"The CreditWatch listing follows the company's announcement ...
that Blackstone Group has entered into a definitive agreement to
acquire a majority interest in Vanguard in a transaction valued at
about $1.75 billion," said Standard & Poor's credit analyst David
Peknay.  Vanguard's current majority owner is Morgan Stanley
Capital Partners.  This transaction, if completed, is expected to
add to the company's financial leverage.

As of March 31, 2004, Vanguard's total debt outstanding was $526
million.


W.R. GRACE: Wants Court Nod to Expand Nelson Mullins' Services
--------------------------------------------------------------
W.R. Grace and its debtor-affiliates were previously authorized to
employ Nelson Mullins Riley & Scarborough, LLP, as Special Counsel
to represent, defend and advise the Debtors as to environmental
litigation-related matters.  The Debtors now propose to employ
Nelson Mullins in other areas as well.

One area in which the Debtors seek Nelson Mullins' expertise
relates to real estate transactions.  The expanded representation
may also involve financial, tax, corporate and environmental
issues.

                            Compensation

The members and counsel presently primarily expected to work on
these matters, and their hourly rates, are:

                Bernard F. Hawkins, Jr.     $280
                Newman Jackson Smith         275
                William Bobo, Jr.            275
                Joseph M. Melchers           250
                Rose-Marie T. Carlisle       250
                Jeffrey Plowman              315
                James Holmes, Jr.            250
                George B. Cauthen            300
                Betsy Johnson Burn           190
                Anne Price, paralegal         95
                Laurie Jennings, paralegal   115

These hourly rates are subject to periodic adjustment to reflect
economic and other conditions.  Other attorneys and paralegals
from Nelson Mullins may, from time to time, also serve the
Debtors in connection with Nelson Mullins' employed services.

                         Disinterestedness

George B. Cauthen, a partner of Nelson Mullins, says that two
former Grace employees joined the firm in March 2001: partner
David Cleary was formerly Senior Environmental Counsel for Grace
from 1990 to 2001; and Karen Brown, a Nelson Mullins' litigation
consultant, was with Grace for 23 years, and was employed in
information gathering on a large number of environmental sites.
Both Mr. Cleary and Ms. Brown resigned from the firm in 2003, and
are no longer affiliated with Nelson Mullins.

Mr. Cauthen informs the Court that Nelson Mullins is not "a
prepetition creditor per se."  Since the Petition Date, the firm
has forwarded a bill for services to the Debtors, a portion of
which has included amounts owed for services rendered prior to
the Petition Date, but unbilled as of that date.  The Debtors owe
Nelson Mullins $17,869 for services rendered prepetition.

Mr. Cauthen asserts that none of these things affects the firm's
status as a disinterested professional. (W.R. Grace Bankruptcy
News, Issue No. 67; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


WESTERN FOREST: Tricap Acquires 4.5M Shares Pursuant to CCAA Plan
-----------------------------------------------------------------
Tricap Management Limited acquired 4,563,228 common shares of
Western Forest Products Inc. (TSX:WEF), the reorganized company of
Doman Industries Limited, on behalf of Tricap Restructuring Fund,
a co-investment fund comprised of financial institutions,
institutional investors and private client accounts.  

Pursuant to the terms of the Fund, Tricap has control and
direction over these common shares, which are beneficially owned
by the investors in the Fund.  These common shares constitute
17.8% of the issued and outstanding common shares of Western
Forest Products.  In addition to these common shares the Fund
acquired US$53.5 million principal amount of secured bonds issued
by Western Forest Products.

The Fund's common shares and secured bonds in Western Forest
Products were issued to it pursuant to the Plan of Compromise and
Arrangement in respect of Doman Industries Limited and certain of
its subsidiaries under the Companies' Creditors Arrangement Act.
The Fund received a portion of its common shares on account of its
position as a creditor of Doman and received the balance of its
common shares and bonds by subscribing for units of Western Forest
Products in connection with the Plan.  Under the Plan, Western
Forest Products distributed a total of approximately 25.6 million
common shares and US$221 million principal amount of secured bonds
to former creditors of Doman and approximately 2.9 million Class C
warrants to former holders of Doman shares.

Tricap holds its common shares of Western Forest Products for
investment purposes.  Tricap will continue to review its
investment alternatives and may acquire additional common shares
or may sell the shares it now holds in the open market or in
privately negotiated transactions to one or more persons.

The Tricap Restructuring Fund was established by Brascan
Corporation to provide a source of patient, long-term capital and
strategic assistance to companies experiencing financial or
operational difficulty.  With dedicated capital exceeding $415
million and strong industry and financial management expertise,
the Tricap Restructuring Fund is well positioned to assist these
companies in reaching their full potential.

                      About Western Forest

Following implementation of the Plan, Western Forest becomes an
integrated Canadian forest products company and the second largest
coastal woodland operator in British Columbia.  Principal
activities conducted by Western Forest and its post-Plan
implementation subsidiaries include timber harvesting,
reforestation, sawmilling logs into lumber and wood chips, value-
added remanufacturing and producing NBSK pulp.  All of Western
Forest's operations, employees and corporate facilities are
located in the coastal region of British Columbia and its products
are sold in 30 countries worldwide.


WILSONS LEATHER: To Release 2nd Quarter Results on Aug. 17
----------------------------------------------------------
Wilsons The Leather Experts Inc. (Nasdaq:WLSN) is scheduled to
release its second quarter 2004 results after market close on
Tuesday, August 17.  A conference call to discuss the Company's
second quarter results will be held at 4:30 p.m. ET that same
afternoon.

While the question-and-answer session of the call will be limited
to institutional analysts and investors, retail brokers and
individual investors are invited to attend via a live webcast at
http://www.fulldisclosure.com/or by visiting any of the investor  
sites in CCBN's Individual Investor Network. Institutional
investors can access the call via CCBN's password-protected event
management site StreetEvents at http://www.streetevents.com/
To listen to the webcast, your computer must have RealPlayer or
Windows Media Player installed.

If you do not have Internet access and would like to listen to an
audio replay, dial 1-877-519-4471 in the United States or 1-973-
341-3080 internationally. The replay PIN is 5019684. The audio
replay will be available beginning approximately one hour after
the call ends on August 17, 2004, through midnight ET on August
24, 2004.

                     About Wilsons Leather    
   
Wilsons Leather is the leading specialty retailer of leather    
outerwear, accessories and apparel in the United States. As of  
May 29, 2004, Wilsons Leather operated 457 stores located in 45  
states and the District of Columbia, including 332 mall stores,  
108 outlet stores and 17 airport stores. The Company regularly    
supplements its permanent mall stores with seasonal stores during
its peak selling season from October through January.    
   
                            *   *   *   
   
In its Form 10-Q for the quarterly period ended May 1, 2004,    
Wilsons the Leather Experts Inc. reports:   
   
"The Company currently does not have the funds to pay the    
outstanding principal amount of the 11-1/4% Senior Notes when
they are due on August 15, 2004. The senior credit facility
prohibits the Company from incurring any indebtedness which
refunds, renews, extends or refinances the 11-1/4% Senior Notes on
terms more burdensome than the current terms of such notes, and
the rate of interest with respect to any replacement notes cannot
exceed the sum of the rate of interest on United States treasury  
obligations of like tenor at the time of such refunding, renewal,
extension or refinancing, plus 7.0% per annum. The Company  
anticipates that it will not be able to refund, renew, extend or  
refinance the 11-1/4% Senior Notes with indebtedness that would  
comply with such limitations. However, if the Company completes a  
sale of its capital stock by August 15, 2004, on terms that are  
acceptable to the lenders under the senior credit facility, such  
lenders have agreed that the Company may use the proceeds from  
such sale to pay the 11-1/4% Senior Notes. The lenders have agreed  
that the terms of the Equity Financing if consummated, would be  
acceptable for this purpose. If the Company is unable to close the  
Equity Financing for any reason, it will need to find an  
alternative source of permitted financing for the repayment of the  
11-1/4% Senior Notes before it will be permitted to borrow under  
the senior credit facility. The Company anticipates that it will  
need to access the revolving portion of the senior credit facility  
by the middle of July 2004."


WINMAX TRADING GROUP: Goldstein Replaces Stark Winter as Auditors
-----------------------------------------------------------------
On January 13, 2004, Winmax Trading Group Inc. engaged Goldstein
Golub Kessler LLP as its independent auditors and accepted the
resignation, dated December 4, 2003, of Stark Winter Schenkein &
Co., LLP from that position.  

The decision to change accountants was recommended and approved by
the Company's Board of Directors.

The reports on the financial statements for the years ended
December 31, 2000, 2001 and 2002 contained going concern
qualifications.

During Winmax' two most recent fiscal years, and any subsequent
interim period preceding the resignation on December 4, 2003,
there were no disagreements with the former accountant, Stark
Winter Schenkein & Co., LLP, or any other former accountant on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreement(s),
if not resolved to the satisfaction of Stark Winter Schenkein &
Co., LLP, would have caused them to make reference to the subject
matter of the disagreement(s)  in connection with their reports,
except that Stark Winter Schenkein orally stated that they were
unable to complete their review of the September 30, 2003
financial statements.  This subject matter was discussed with the
Company.  The Company has authorized the former accountants to
fully respond to the inquiries of the successor accountant
concerning the above-referenced subject matter.

                        About the Company

Winmax Trading Group Inc. is a dynamic and diversified
international company. The company specializes in retailing gem
and precious gem jewelry using their multimedia and technology
operating divisions to help brand and grow operations.

At September 30, 2003, Winmax Trading's balance sheet shows a
stockholders' deficit of $186,462


WOOD PRODUCTS: Three Officers & Directors Resign
------------------------------------------------
Wood Products, Inc. reports the resignation of Gordon Watts, James
Watts and Frank Bartek as officers and from the Board of
Directors, effective July 27, 2004.  Because the directors'
backgrounds in business are different than required for
implementation of the current business plan of Wood Products, each
director felt that he would not be able to provide constructive
advice to the benefit of the Company.  In addition, the directors
felt the Board would be more efficient with fewer members, and
could act more quickly to implement business strategies now in
progress.

Wood Products, Inc. is a development stage company with nominal
assets and no revenues. For the year ended March 31, 2003, the
Company's auditors advised the Company's directors and
stockholders that there was "substantial doubt about the Company's
ability to continue as a going concern".


WORLDCOM: Court OK Stipulation Resolving Kael Contract Disputes
---------------------------------------------------------------
KAEL Direct, Inc., provided prepetition goods and services to
WorldCom Inc. and its debtor-affiliates pursuant to an Independent
Contractor Services Agreement. KAEL asserts that the Debtors owe
it $1,122,207 pursuant to the KAEL Contract.  KAEL filed Claim No.
14950 in the Debtors' bankruptcy cases.

On the other hand, the Debtors assert that KAEL owes them
$434,700 for prepetition goods and services they provided to
KAEL.

At the Debtors' request, Judge Gonzalez approves the terms of the
parties' stipulation resolving their disputes:

    -- The Debtors will assume the KAEL Contract.  The Cure
       Payment for the assumption will be $1,122,207, which will
       be recognized and satisfied by deducting the KAEL Debt from
       the Cure Payment.  The Debtors will also pay KAEL $687,507
       in cash;

    -- The Debtors will not be obligated to make any other
       payment as a result of the assumption of the KAEL
       Contract.  The Cure Payment will satisfy, discharge, and
       remedy the WorldCom Debt and all conditions, defaults, and
       amounts owed by the Debtors under or related to the KAEL
       Contract that are necessary or required to enable and
       authorize the assumption of the KAEL Contract; and

    -- On receipt of the $687,507 cash payment, KAEL will have no
       claims of any kind against any of the Debtors.  KAEL's
       Claim, and any other proofs of claim filed by or on behalf
       of KAEL, will be deemed automatically expunged and
       extinguished on receipt of the Cure Payment.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI-- http://www.worldcom.com/-- is a pre-eminent global  
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.  

The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.

On April 20, 2004, the company (WCOEQ, MCWEQ) formally emerged
from U.S. Chapter 11 protection as MCI, Inc. This emergence
signifies that MCI's plan of reorganization, confirmed on October
31, 2003, by the U. S. Bankruptcy Court for the Southern District
of New York is now effective and the company has begun to
distribute securities and cash to its creditors. (Worldcom
Bankruptcy News, Issue No. 58; Bankruptcy Creditors' Service,
Inc., 215/945-7000)  


* Fitch Sets Aug 3 Teleconference to Discuss Report on Health Care
------------------------------------------------------------------
On Tuesday, Aug. 3 at 2:00 p.m. EDT, Fitch Ratings analysts Emily
Wong, Joe Korleski and Keith Dickinson will host a teleconference
to discuss the upcoming Fitch research report '2004 Median Ratios
for Non-Profit Hospitals and Health Care Systems'.

The report, to be issued the week of Aug. 2, will detail
liquidity, profitability, operational, capital, and cash flow
ratios as well as Fitch's forecast for the sector. A dial-in
number will be available later this week.

Contact: Emily Wong +1-212-908-0767, Joe Korleski +1-212-908-0591,
New York or Keith Dickinson +1-415-732-5622, San Francisco.

Media Relations: James Jockle +1-212-908-0547, New York.


                           *********

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, Bernadette C. de Roda, Rizande B.
Delos Santos, Paulo Jose A. Solana, Jazel P. Laureno, Aileen M.
Quijano and Peter A. Chapman, Editors.

Copyright 2004.  All rights reserved.  ISSN: 1520-9474.

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

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***