TCR_Public/040802.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, August 2, 2004, Vol. 8, No. 160

                           Headlines

A.B. DICK: Look for Schedules & Statements by August 27
ACCLAIM ENTERTAINMENT: Receives Nasdaq Delisting Notification
ADELPHIA COMMS: Blue River Resigns from Equity Committee
ADELPHIA COMMS: Aug. 30 is ML Media and Century/ML Claims Bar Date
AIR CANADA: Three Travel Agencies Wants Claim Ruling Reversed

ALLIANT RESOURCES: S&P Assigns B Issuer Credit & Bank Loan Ratings
APM INC: Case Summary & 20 Largest Unsecured Creditors
APPLIED EXTRUSION: 70% of Sr. Noteholders Agree Chapter 11 Prepack
ARMSTRONG HOLDINGS: Releases Upbeat Second Quarter Results
ARTHURS COMPANY: Case Summary & 20 Largest Unsecured Creditors

ASARCO INC: Union Says Loss Due to Stripping & Reduced Output
BIP INT'L: U.S. Trustee Schedules Creditors Meeting on August 4
BUCYRUS INT'L: S&P Raises B- Corporate Credit Rating to BB-
CANBRAS COMMS: Declares Initial Distribution of Sale Proceeds
CATHOLIC CHURCH: Section 341(a) Meeting Reset to August 6

CENTURY ALUMINUM: Commences 11-3/4% Sr. Secured Debt Offering
CLARK CRANE LLC: Case Summary & 20 Largest Unsecured Creditors
CONTIGROUP COS: S&P Affirms BB- Corporate Credit Rating
DB COMPANIES: Committee Looks to KPMG for Financial Advice
DENALI CAPITAL: S&P Puts Prelim Lower-B Rating on Class D Notes

DOMAN INDUSTRIES: S&P Withdraws D Ratings After Debt Restructuring
DONNELLEY CORP: S&P Affirms Subsidiary's B+ Sub. Debt Rating
DOW CORNING: Reports 47% Net Income Increase in 2nd Quarter '04
EMERGING VISION: Dissident Director Launches Proxy Fight
ENRON CORP: Wants to Settle with El Paso Entities to End Disputes

FEDERAL-MOGUL: Settles Prior's $6.3 Asbestos PI Claim for $918,000
FLEMING COMPANIES: Asks Court to Approve Local 653 Settlement Pact
FOSTER WHEELER: Extends Sr. Debt Exchange Offer to August 30
FRESH CHOICE: U.S. Trustee to Meet with Creditors on August 11
FT WILLIAMS CO: Case Summary & 20 Largest Unsecured Creditors

GLOBAL CROSSING: Seeks NASDAQ Extension for Listing Compliance
GRAHAM PACKAGING: S&P Assigns Single-B Corporate Credit Ratings
HERITAGE NETWORKS: Former Employees File Claims for Unpaid Wages
HOLLINGER: Provides Update in Accordance with Cease Trade Order
IWO HOLDINGS: Missed Interest Payment Triggers S&P Default Rating

J.P. MORGAN: Fitch Places Low B-Ratings on 2 Certificate Classes
JEUNIQUE INTERNATIONAL: Gets Nod for $325K Interim DIP Financing
KAISER ALUMINUM: PBGC Will Take Over Inactive Pension Plan
KOLORFUSION INT'L: Deficit & Losses Raise Going Concern Doubt
LANTIS EYEWEAR: Committee Hires Martin Chow as Co-Counsel

LES BOUTIQUES: Reorganized Company Closes $19.2M Placement Today
MAGELLAN HEALTH: Reports $28.4 Million 2nd Quarter Net Income
MASTEC INC: Releases Final Results of Operations for FY 2003
MCCANN: Section 341(a) Meeting Slated for August 19, 2004
MEDSOLUTIONS: Looks to Private Placements to Raise Needed Cash

MIRANT CORP: Committee Asks Court to Discharge Risk Capital
MITSUBISHI MOTORS: S&P Upgrades Corporate Credit Rating to CCC+
MOHEGAN TRIBAL: S&P Assigns BB- for Proposed $200M Senior Notes
MONUMENT CAPITAL: Fitch Upgrades 1 Tranche From B to B+
NATIONAL BEEF: S&P Affirms BB- Corporate Credit Rating

NAVISITE: Completes $46+ Million Surebridge Acquisition
NEW VISUAL: Strained Liquidity Raises Going Concern Doubt
NEW WEATHERVANE: Panel Taps Jaspan Schlesinger as Local Counsel
NOMURA ASSET: S&P Affirms Low B-Rating on Class 1-M-3 Certificates
OWENS CORNING: Wants to Make $Redacted Pension Plan Contributions

OWENS-ILLINOIS INC: S&P Affirms BB- Corporate Credit Rating
PACIFIC GAS: Wants to Settle Williams Claims for $69.3 Million
PARMALAT GROUP: Inks Consent Judgment Settling SEC's Civil Suit
PEGASUS SATELLITE: Wants to Hire King & Spalding as Corp. Counsel
PINNACLE ENT: S&P Assigns B+ Rating to Proposed $350M Bank Loan

PG&E NATIONAL: Affiliate to Pay Bethesda Place $11.8M Under Lease
REGUS CORP: S&P Assigns B- Preliminary Bank Loan Rating
RECYCLING SOLUTIONS: Seeks Nod to Hire Kevin Heard as Attorney
RELIANCE: Liquidator Wants to Sell King County Land for $450K
ROCHESTER: Alberta Securities Commission Revokes Cease Trade Order

SEQUOIA MORTGAGE: Fitch Rates Class B-4 & B-5 Certificates BB & B
SMITHFIELD FOODS: S&P Affirms BB+ Corporate Credit Rating
SOLUTIA INC: To Add $1.74 Million to China Subsidiary's Capital
SONNY & LISHA INC: Case Summary & 5 Largest Unsecured Creditors
SONTRA MEDICAL: Demands Halt of Trading from Berlin Stock Exchange

SOUTH STREET: S&P Keeps Outstanding Junk Ratings on 3 Classes
SPIEGEL GROUP: Eddie Bauer Redmond Real Estate Auction this Week
STRONGBOW EXPLORATION: Increase Private Placement to $2 Million
SWIFT & CO: S&P Removes Corporate Credit Rating From CreditWatch
THAXTON: Judge Denies FINOVA's Bid to Terminate Exclusive Periods

UAL CORP: Reports $7 Mil. 2nd Quarter Operating Profit
UNIFIED HOUSING: Voluntary Chapter 11 Case Summary
UNITED AIRLINES: Will Pay $820K for Hazardous Waste Infractions
UNITED BISCUITS: Fitch Puts Subordinated Rating on Watch Negative
WATERFRONT WAREHOUSE: Case Summary & Largest Unsecured Creditors

WEIRTON STEEL: To Settle with Independent Guards Union
WEST PENN: S&P Affirms B Underlying & Standard Long-Term Ratings
WESTERN PACIFIC: US Trustee Names 3-Member Creditors' Committee
WHEELING CITY CENTER: List of 20 Largest Unsecured Creditors
Y-USA INC: First Creditors Meeting Scheduled for August 6

* BOND PRICING: For the week of August 6 - August 30, 2004

                           *********


A.B. DICK: Look for Schedules & Statements by August 27
-------------------------------------------------------
A.B. Dick Company and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for more time to
file their schedules of assets and liabilities, statements of
financial affairs and lists of executory contracts and unexpired
leases required under 11 U.S.C. Sec. 521(1).  

The Debtors tell the Court they have more than 8,000 creditors.
Gathering the data necessary to prepare the Schedules and
Statements will require a significant time commitment and
substantial effort by the Debtors' employees . . . and these
employees are also essential to the company's day-to-day business
operations.  The Debtors also relate that some prepetition
invoices have not yet been received nor entered into the company's
financial systems.

The Debtors the Court they have already commenced the extensive
process of gathering the information needed to prepare and
finalize their Schedules and Statements.  The Debtors believe an
extension until August 27, 2004, will provide enough time to
complete the information gathering and reporting process.  

Headquartered in Niles, Illinois, A.B. Dick Company --
http://www.abdick.com/-- is a leading global supplier to the  
graphic arts and printing industry, manufacturing and marketing
equipment and supplies for the global quick print and small
commercial printing markets.  Together with 3 of its debtor-
affiliates, A.B. Dick filed for chapter 11 protection on
July 13, 2004 (Bankr. Del. Case No. 04-12002).  Frederick B.
Rosner, Esq., at Jaspen Schlesinger Hoffman and Jami B. Nimeroff,
Esq., at Buchanan Ingersoll P.C., represent the Debtors in their
restructuring efforts. When the Company filed for protection from
its creditors, they listed over $10 million in estimated assets
and estimated debts in over more than $100 million.


ACCLAIM ENTERTAINMENT: Receives Nasdaq Delisting Notification
-------------------------------------------------------------
Acclaim Entertainment, Inc. (Nasdaq: AKLM), has received a letter
from The Nasdaq Stock Market, Inc. stating that, because the
Company's market value of its listed securities was below
$35,000,000 as of July 16, 2004, pursuant to Marketplace Rule
4310(c)(8)(C), the Company has until August 18, 2004 in which to
regain compliance with this rule.  The calculation of the market
value of the Company's listed securities was based upon
129,573,500 shares of common stock outstanding as of June 19, 2004
multiplied by a closing bid price on that date of $0.20 per share.
If, at any time prior to August 18, 2004, the market value of
Company's listed securities is $35,000,000 or more for a minimum
of 10 consecutive business days, then the Nasdaq staff will
determine if the Company complies with the rule. Based upon the
current number of shares outstanding, the Company's common stock
will need to close at or above $0.28 per share for a minimum of 10
consecutive business days prior to August 18, 2004. The letter
also states that if compliance cannot be demonstrated with the
rule by August 18, 2004, then the Company's securities would be
subject to delisting. At that time, the Company may appeal such
determination, but there can be no assurance that such an appeal
would be successful.

In the event that the Company's securities are delisted from The
Nasdaq Stock Market, then the Company's securities will be
reported on the OTC Bulletin Board(R)(OTCBB) so long as two or
more broker/dealers make a market in the Company's securities and
the Company continues to remain current with its filings with the
Securities and Exchange Commission.

The letter also states that, based upon the Company's Form 10-K
for the period ended March 31, 2004, the Company does not comply
with Marketplace Rule 4310(c)(2)(B)(i) or 4310(c)(2)(B)(iii),
which require minimum stockholders' equity of $2,500,000 or net
income from continued operations of $500,000 in the most recently
completed fiscal year or two of the last three most recently
completed fiscal years, and that these factors will also be
considered by Nasdaq in determining the Company's overall
compliance with the Nasdaq Marketplace Rules and whether the
Company's securities will be subject to delisting.

                           *     *     *

In compliance with NASDAQ Marketplace rule 4350 (b) Acclaim  
Entertainment, Inc.'s (Nasdaq: AKLM) independent auditors, KPMG,  
LLP, have included in their independent auditor's report dated  
June 29, 2004 an explanatory paragraph relating to substantial  
doubt as to Acclaim's ability to continue as a going concern, due  
to working capital and stockholders' deficits as of March 31, 2004  
and the recurring use of cash in operating activities. The  
auditor's report is contained within the Company's annual report  
on Form 10-K filed with the Securities and Exchange Commission on  
July 1, 2004. This explanatory paragraph is not a new  
qualification, as KPMG's independent auditor reports have included  
a going concern qualification relating to the Company's financial  
statements, for each of the Company's past four fiscal years  
ending August 31, 2001 and 2002 and March 31, 2003 and 2004.

                   About Acclaim Entertainment

Based in Glen Cove, N.Y., Acclaim Entertainment, Inc., is a  
worldwide developer, publisher and mass marketer of software for  
use with interactive entertainment game consoles including those  
manufactured by Nintendo, Sony Computer Entertainment and  
Microsoft Corporation as well as personal computer hardware  
systems. Acclaim owns and operates five studios located in the  
United States and the United Kingdom, and publishes and  
distributes its software through its subsidiaries in North  
America, the United Kingdom, Australia, Germany, France and Spain.  
The Company uses regional distributors worldwide. Acclaim also  
distributes entertainment software for other publishers worldwide,  
publishes software gaming strategy guides and issues "special  
edition" comic magazines periodically. Acclaim's corporate  
headquarters are in Glen Cove, New York and Acclaim's common stock  
is publicly traded on NASDAQ.SC under the symbol AKLM. For more  
information please visit our website at http://www.acclaim.com/

At March 31, 2004, Acclaim Entertainment's balance sheet reflects   
a stockholders' deficit of $97,983,000 compared to a deficit of   
$55,088,000 at March 31, 2003.


ADELPHIA COMMS: Blue River Resigns from Equity Committee
--------------------------------------------------------
The U.S. Trustee for Region 2, Deirdre A. Martini, advises the
United States Bankruptcy Court for the Southern District of New
York that Blue River, LLC, is no longer a member of the Official
Committee of Equity Security Holders of Adelphia Communications
Corporation, et al.  The Equity Security Holders Committee is now
composed of four members:

    1. Leonard Tow
       3 High Ridge Park, Stamford, Connecticut 06905
       Phone: (203) 614-4601   Fax: (203) 614-4627
       Attn: Mr. Leonard Tow

    2. The Northern Mutual Life Insurance Company
       720 East Wisconsin Ave., Milwaukee, Wisconsin 53202
       Phone: (414) 665-5852
       Attn: Brett Elver
             Director, Northwestern Investment Management Co.

    3. AIG DKR Sound Shore Funds
       1281 East Main St., 3rd Floor, Stamford, Connecticut 06902
       Phone: (203) 324-8429   Fax: (203) 324-8498
       Attn: Mr. Marc Seidenberg

    4. Highbridge Capital Corp.
       9 West 57th Street, 27th Floor
       New York, New York 10019
       Phone: (212) 287-4735   Fax: (212) 755-4250
       Attn: Andrew R. Martin, Portfolio Manager

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 ACOM Debtors. (Adelphia Bankruptcy News, Issue No.
65 Bankruptcy Creditors' Service, Inc., 215/945-7000)  


ADELPHIA COMMS: Aug. 30 is ML Media and Century/ML Claims Bar Date
------------------------------------------------------------------
In a stipulation approved by the United States Bankruptcy Court
for the Southern District of New York, Century/ML Cable Venture,
the Adelphia Communications Corporation Debtors and ML Media
Partners, LP, agree that the date within which ML Media and
Century/ML may file proofs of claim against one or more of the
ACOM Debtors will be extended to August 30, 2004 at 4:00 p.m.

Adelphia Communications Corporation and 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.  

Century/ML Cable Venture filed for Chapter 11 protection on
September 30, 2002.  Century/ML is a New York joint venture of
Century Communications Corporation, a wholly owned indirect
subsidiary of Adelphia Communications Corporation, and ML Media
Partners, LP.  Century/ML holds the cable franchise in Leviton,
Puerto Rico.

Lawyers at Willkie, Farr & Gallagher represent ACOM and
Century/ML. (Adelphia Bankruptcy News, Issue No. 64; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


AIR CANADA: Three Travel Agencies Wants Claim Ruling Reversed
-------------------------------------------------------------
On June 22, 2004, the Honorable Allan M. Austin, as Claims
Officer, disallowed a claim for damages filed by Always Travel,
Inc., Highbourne Enterprises, Inc., and Canadian Standard Travel
Agent Registry against Air Canada.  Justice Austin affirmed the
decision of Ernst & Young, Inc., the Court-appointed Monitor in
Air Canada's CCAA restructuring, to disallow the Travel Agencies'
CN$1,700,000,000 claim for voting and distribution purposes.

Before Air Canada commenced its CCAA proceeding, the Travel
Agencies commenced an action before the Federal Court of Canada
against Air Canada, five other carriers and the International Air
Transport Association, for breach of the Competition Act.  The
Travel Agencies brought the Action on behalf of 3,7000 Canadian
travel agents accredited by the IATA.

The Travel Agencies complain that Justice Austin:

    (a) erred in declining to permit the Travel Agencies to cross
        examine the affiants on behalf of Air Canada, to call
        evidence in the nature of an examination under Rule 39.03
        of the Rules of Civil Procedure, or to call oral evidence;

    (b) failed to consider relevant documents and facts, and did
        admit irrelevant and inadmissible documents and facts for
        the purpose of coming to his decision;

    (c) made findings of fact based on determinations of
        credibility without giving the Travel Agencies or their
        witnesses an opportunity to be heard;

    (d) made findings of fact that were clearly wrong and made
        overriding and palpable errors on the evidence; and

    (e) made errors of fact and law in misapprehending the nature
        of the Travel Agencies' claim.

Thus, the Travel Agencies ask Mr. Justice Farley to set aside
Justice Austin's determination as to their claim.  The Travel
Agencies ask the Court to fix the value of their claim for voting
and distribution purposes.

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)


ALLIANT RESOURCES: S&P Assigns B Issuer Credit & Bank Loan Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issuer credit
rating to Alliant Resources Group Inc. (ARG).

At the same time, Standard & Poor's assigned its 'B' bank loan
rating to ARG's $205 million senior secured credit facilities
comprised of a $175 million seven-year term loan and a $30 million
five-year revolving credit facility.

The outlook is stable.

"The ratings are based on an experienced senior management team,
adequate operating results, and successful integration of acquired
companies," explained Standard & Poor's credit analyst Donovan
Fraser. "Offsetting these strengths is a very limited track
record, very weak capitalization, and the reliance on cash flow in
the near term to rebuild equity."

Standard & Poor's expects the $175 million term loan net of
transaction fees to be used to repay existing debt of
approximately $80 million and the balance to retire ARG preferred
stock and pay accrued and other dividends on ARG preferred and
common stock. The $30 million revolving credit facility is
expected to remain unused at debt issuance and to be available for
working capital or for other liquidity purposes.

Standard & Poor's expects the company to maintain expense
discipline and an attention to the bottom line by achieving EBITDA
margins of more than 25% in 2004 and 2005. Furthermore, the
company is expected to rebuild equity through significant free
cash flow generation in 2004 and 2005 to maintain interest
coverage (which in this case, due to no preferred dividends, is
equal to GAAP fixed-charge coverage) of more than 3.5x and
decrease debt-to-total capital to 80% or less by year-end 2005.

Standard & Poor's believes that ARG has limited product and
geographic diversity. As of Dec. 31, 2003, 94% of ARG's revenue
was derived from insurance brokerage operations, with the
remainder attributable to Mutual Inc., a provider of investment
products to 403(b) plan participants. ARG's main operating
subsidiary, Driver Alliant (Driver), constitutes 76% of the
company's top-line and Driver itself derives a significant
proportion of its revenue from California. Standard & Poor's
expects ARG's geographic concentration and reliance on Driver to
lessen considerably as the company continues to grow and
incorporate new hubs.


APM INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: APM, Inc.
        aka ICORE International Trading Co., Inc.
        fdba APM Europack
        c/o Bert Loughmiller
        137 Fremont Avenue
        Los Altos, California 94022

Bankruptcy Case No.: 04-27694

Type of Business: The Debtor is engaged in the business of
                  distributing and marketing wine bottles,
                  capsules and corks to the international
                  wine industry.

Chapter 11 Petition Date: July 27, 2004

Court: Eastern District Of California (Sacramento)

Judge: Christopher M. Klein

Debtor's Counsel: George C. Hollister, Esq.
                  3415 American River Drive #B
                  Sacramento, CA 95864-4417
                  Tel: 916-488-3400

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Abel Da Costa Tavares         Trade Creditor          $1,402,842
Rue Da Estacao, 447
Pacos De Brandao
4535 Lourosa, Portugal

William Preston               Stuck Buyout            $1,000,000
1230 Hamilton Ave.            Agreement
Palo Alto, CA 94301

Enoplastic S.P.A.             Trade Creditor            $819,495
Via Luigi Galvani 1
21020 Bodio Lomango, VA
Italy

Bert Loughmiller              Deferred Compensation     $700,000
137 Fremont Ave.
Los Altos, CA 94022

Trefinos, S.L.                                          $682,567
Cami de la Fanga, sn
Aparto 192; 17200 Palagrugell
Girona, Spain

Corticas Janosa, S.A.         Trade Creditor            $342,532
Rua Da Estacao, 447
Pacos De Brandao
4535 Lourosa, Portugal

Cortica Benicia, S.A.         Trade Creditor            $203,008

Novembal                      Attorney fees             $175,000

Andreini and Company          Trade Creditor -          $142,242
                              Insurance Premiums

Saver Glass, Inc.             Trade Creditor            $137,721

Jorge Pinto De SA, LDA        Trade Creditor            $113,893

Bayerische Hypo-and           Trade Creditor            $103,920
Vereinsbank

Encore Glass, Inc.            Trade Creditor             $98,763

Bingham McCutchen LLP         Trade Creditor -           $78,020
                              Legal Fees

H and N Packaging, Inc.       Trade Creditor             $71,356

Baker and McKenzie            Legal Fees                 $66,427

Januario Nogueira De          Trade Creditor             $64,365
Sousa-Cortica

The St. Paul                  Trade Creditor             $41,240

Sociedade Export De Artigos   Trade Creditor             $34,435
De Cortica

IKON Financial Services       Contingent Breach          $23,000
                              of Copier Lease


APPLIED EXTRUSION: 70% of Sr. Noteholders Agree Chapter 11 Prepack
------------------------------------------------------------------
Applied Extrusion Technologies, Inc. (NASDAQ NMS - AETC) has
reached an agreement in principle with six bondholders holding
over 70% in aggregate outstanding principal amount of the
Company's 10-3/4% senior notes to recapitalize the senior notes.
Pursuant to the agreement in principle, the Company will not pay
the interest on the senior notes that became due on July 1, 2004.

             New Equity & New Debt for Existing Notes

The recapitalization will be accomplished through a prepackaged
chapter 11 plan of reorganization and will involve:

    * the exchange of the 10-3/4% senior notes pursuant to which
      the bondholders will receive 100% of the common equity of
      the reorganized Company and

    * new senior notes to be issued by the reorganized Company.

The new senior notes will be unsecured, will have an aggregate
principal amount of $50 million, a seven-year term and will be
redeemable after the first year at declining premiums. Interest
will accrue at a rate of 12%, and may be paid in cash or in kind,
unless certain minimum financial requirements are achieved, in
which case the interest must be paid in cash.

             Shareholders Get $2.5 Million in Cash

All of the Company's existing stock will be canceled and the
existing stockholders will receive a ratable portion of $2.5
million in cash.

                 Trade Creditors Unaffected

Under the prepackaged chapter 11 plan, the Company will pay its
trade creditors in full on a current basis.

In addition, the reorganized Company is expected to become a non-
reporting company pursuant to the U.S. securities laws; as a
result, it is anticipated that there will be restrictions on
trading the securities of the reorganized Company.

The Company expects to commence the solicitation of votes from the
holders of its senior notes before the end of August. If
sufficient votes for a prepackaged chapter 11 plan are obtained
from the holders of its senior notes, the Company will file a
chapter 11 petition and seek to have the plan confirmed by the
bankruptcy court. The Company does not anticipate being subject to
the bankruptcy for more than sixty days. Under U.S. bankruptcy
law, at least one-half in number and two-thirds in principal
amount of an impaired class entitled to vote on a chapter 11 plan,
in both cases counting only those claims actually voting on the
plan, must vote in favor of the plan. Although the holders of at
least 70% of the aggregate outstanding principal amount of the
senior notes have indicated that they would agree to vote in favor
of the plan, there can be no assurance that sufficient votes of
holders of senior notes, with respect to both the number and
principal amount requirements, will be obtained to confirm a
prepackaged chapter 11 plan. In addition, consummation of the
recapitalization is subject to the completion of definitive
documentation and the satisfaction of customary conditions. The
Company expects the prepackaged chapter 11 plan to be confirmed by
the bankruptcy court and consummated in mid- to late-fall of this
year.

The Company has received financing proposals from various lenders,
including GE Commercial Finance, for financing during the chapter
11 case and for exit financing. The Company expects to have
commitments with respect to such financings prior to the time it
commences the solicitation of votes on its plan from the holders
of its senior notes. In addition, the Company's bank group, led by
GE Commercial Finance, has agreed to waive any event of default
arising under its current credit facility with respect to the non-
payment of interest on its senior notes through September 1, 2004,
which date may be extended by the lenders.

Amin J. Khoury, Chairman and Chief Executive Officer of the
Company commented: "We are very pleased that we have been able to
reach agreement with holders of a substantial majority of our
senior notes. This recapitalization will significantly reduce debt
and restore the long-term financial stability of the Company."

Applied Extrusion Technologies, Inc. is a leading North American
developer and manufacturer of specialized oriented polypropylene
(OPP) films used primarily in consumer products labeling and
flexible packaging application.

                           *     *     *

As reported in the Troubled Company Reporter's July 5, 2004
edition, Standard & Poor's Ratings Services lowered its corporate
credit rating on Applied Extrusion Technologies Inc. to 'D' from
'CCC'.

Standard & Poor's also lowered its rating on the company's  
$275 million 10.75% senior notes due 2011 to 'D' from 'CC'. The  
downgrade follows the New Castle, Delaware-based company's failure  
to make the $14.8 million interest payment due July 1, 2004, on  
its $275 million senior notes.

"In light of very weak operating results, the company obtained an  
amendment to financial covenants under its credit agreement for  
the third fiscal quarter of 2004. However, the amendment restricts  
the company from paying interest due on July 1, 2004, on its  
senior notes unless it has excess availability under its current  
credit facility of $20 million after giving effect to the interest  
payment. Currently, the company would not have the excess  
availability required under the amendment to make the interest  
payment," said Standard & Poor's credit analyst Liley Mehta.


ARMSTRONG HOLDINGS: Releases Upbeat Second Quarter Results
----------------------------------------------------------
Armstrong Holdings, Inc. (OTC Bulletin Board: ACKHQ) reported
second quarter 2004 net sales of $903.5 million, a 9.3% increase
over second quarter net sales of $826.9 million in 2003. Excluding
the favorable effects of foreign exchange rates of $16.5 million,
consolidated net sales increased by 7.1%. Sales increased in all
regions of the world and in most operating segments.  The
improvement in sales was due to higher prices in North America and
to generally improved demand for Armstrong's products throughout
the world.

At June 30, 2004, Armstrong Holdings' balance sheet showed a
$1,330,500,000 stockholders' deficit, compared to a deficit of
$1,330,200,000 at December 31, 2003.

The Honorable Randall J. Newsome confirmed Armstrong's chapter 11
plan of reorganization on November 18, 2003.  The Company is
waiting for a U.S. District Court judge to affirm the confirmation
order.  

Operating income of $3.6 million was recorded for the second
quarter of 2004 compared to an operating loss of $33.4 million in
the second quarter of 2003. 2004 results include a non-cash charge
of $60.0 million to reflect a goodwill impairment loss related to
the European resilient flooring reporting unit. In the second
quarter of 2003, a non-cash charge of $73.0 was recorded related
to management's updated assessment of probable asbestos-related
insurance asset recoveries. Excluding these non-cash charges
results in an adjusted operating income of $63.6 million in 2004
compared to an adjusted operating income of $39.6 million in 2003,
an increase of 60.6%. The improvement in operating income is
primarily due to higher U.S. selling prices, improved volume, and
the savings associated with 2003 cost reduction initiatives. These
improvements were partially offset by higher raw material costs,
particularly lumber and PVC, as well as higher selling, general,
and administrative expenses.

                        Segment Highlights

Resilient Flooring net sales were $321.9 million in the second
quarter of 2004 and $308.3 million in the second quarter of 2003.
2004 sales compared to 2003 were favorably impacted by $5.6
million from the translation effect of the changes in foreign
exchange rates. An operating loss of $39.5 million was recorded
for the quarter. In the second quarter of 2004, a non-cash charge
of $60.0 million was recorded for a goodwill impairment loss
related to the European resilient flooring reporting unit.
Excluding the $60.0 million charge, operating income increased
from $19.1 million in 2003 to $20.5 million in the second quarter
of 2004 as improvements in sales volume and the benefits from cost
reduction initiatives more than offset increased raw material
costs.

Wood Flooring net sales of $214.1 million in the second quarter of
2004 increased 17.9% from $181.6 million in the prior year. This
increase was primarily driven by improved selling prices and
higher sales volume. Operating income of $21.1 million in the
second quarter of 2004 compared to $5.7 million in the second
quarter of 2003. The increase in operating income was primarily
attributable to higher prices, sales volume gains and lower
manufacturing overhead costs, partially offset by higher lumber
prices.

Textiles and Sports Flooring net sales of $65.1 million decreased
in the second quarter of 2004 compared to $67.1 million in the
second quarter of 2003. Excluding the favorable effects of foreign
exchange rates of $4.2 million, net sales decreased 8.7%. An
operating loss of $1.7 million in the second quarter of 2004 was
incurred compared to an operating loss of $3.1 million in the
second quarter of 2003. The decreased loss was due to reduced
manufacturing expenses, lower raw material costs and the effects
of selling price increases partially offset by the impact of sales
volume declines.

Building Products net sales of $247.3 million in the second
quarter of 2004 increased from $216.7 million in the prior year.
Excluding the favorable effects of foreign exchange rates of $6.8
million, sales increased by 10.6%, primarily due to higher sales
volume and higher selling prices. In 2004, operating income
increased to $38.4 million in 2004, from $27.8 million in the
second quarter of 2003. This increase resulted from increased
sales, improved production efficiencies and higher equity earnings
from the WAVE joint venture. These gains were partially offset by
higher raw material and energy costs and wage and salary
increases.

Cabinets net sales in the second quarter of 2004 of $55.1 million
increased from $53.2 million in 2003 due primarily to price
increases and sales of higher priced products. Operating income of
$1.5 million in 2004 improved by $3.9 million from a 2003
operating loss of $2.4 million. The improvement in operating
income was primarily due to the increased sales and reduced
manufacturing costs, partially offset by higher employee bonus
accruals.

                        Year-to-Date Results

For the six-month period ending June 30, 2004, net sales were
$1,748.5 million, an increase of 9.2% from the $1,601.8 million
reported for the first six months of 2003. Increases were reported
for all segments except Textiles and Sports Flooring. Excluding
the favorable effects of foreign exchange rates of $51.2 million,
consolidated net sales increased 5.8%.

Operating income in the first half of 2004 was $45.2 million. This
compares to an operating loss of $22.1 million for the first six
months of 2003. The improvement in operating income was due to
higher prices and increased volume as well as savings from 2003
cost reduction initiatives. Partially offsetting these gains were
increased raw material and salary and wage costs.

More details on the Company's performance can be found in its Form
10-Q, filed with the SEC today. References to performance
excluding the effects of foreign exchange are non-GAAP measures.
Management believes that this information improves the
comparability of business performance by excluding the impacts of
changes in foreign exchange rates when translating comparable
foreign currency amounts.

Headquartered in Lancaster, Pennsylvania, Armstrong World  
Industries, Inc. -- http://www.armstrong.com/-- the major   
operating subsidiary of Armstrong Holdings, Inc., designs,  
manufactures and sells interior finishings, most notably floor  
coverings and ceiling systems, around the world.  The Company  
filed for chapter 11 protection on December 6, 2000 (Bankr. Del.  
Case No. 00-04469).  Stephen Karotkin, Esq., Weil, Gotshal &  
Manges LLP and Russell C. Silberglied, Esq., at Richards, Layton &  
Finger, P.A., represent the Debtors in in their restructuring  
efforts.  When the Debtors filed for protection from their  
creditors, they listed $4,032,200,000 in total assets and  
$3,296,900,000 in liabilities.


ARTHURS COMPANY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Arthurs Company, Ltd.
        1247 East Main Street
        Coshocton, Ohio 43812

Bankruptcy Case No.: 04-61926

Type of Business: The Debtor is engaged in residential
                  construction, remodeling and renovation.
                  See http://www.thearthurscompany.com/

Chapter 11 Petition Date: July 29, 2004

Court: Southern District of Ohio (Columbus)

Debtor's Counsel: Robert E. Bardwell, Jr., Esq.
                  995 South High Street
                  Columbus, OH 43206
                  Tel: 614-445-6757
                  Fax: 614-224-4870

Total Assets: $682,798

Total Debts:  $1,134,617

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
1st Federal Savings Bank of   Guaranty                   $74,000
Eastern Ohio

Coshocton Lumber              Trade debt                 $29,565

Apache Aggregate              Trade debt                 $28,329

Carter Lumber                 Trade debt                 $27,049

CitiCapital Financial         Deficiency balance         $20,000
Corporation                   owed on lease

Internal Revenue Service      2nd Qtr. 2004              $14,975

84 Lumber Company             Trade debt                 $14,300

R & K Industrial Supply       Trade debt                 $12,039

Federal Heating & Cooling     Trade debt                 $11,549

Auer Hardware                 Trade debt                 $10,201

James Plumbing                Trade debt                  $9,504

Tim Pickering                 Trade debt                  $9,500

Laser Innovations             Trade debt                  $9,200

Insul-Serv. Inc. and David    Trade debt                  $7,861
Carlock

Frontier Supply               Trade debt                  $7,251

Marsh Building Products       Trade debt                  $6,514

Wilson Cabinet Company, Inc.  Trade debt                  $6,447

D.J. & Woody's                Trade debt                  $5,585

Verizon Wireless              Utility Bill                $5,436

Ohio Dept. of Job and Family  1st and 2nd Quarter         $5,222
                              2004 charges


ASARCO INC: Union Says Loss Due to Stripping & Reduced Output
-------------------------------------------------------------
Asarco's second quarter results are further evidence that its
problems are not with labor costs or productivity, but with
stripping, equipment availability and production levels, union
representatives said today in response to Grupo Mexico's second
quarter earnings report (Mexico: GMEXICOB.MX).

"The Company has acknowledged what we have known all along, that
in order for Asarco to make money, it needs to increase its mining
operations," said Terry Bonds, United Steelworkers Association
(USWA) District 12 Director and the union's chief negotiator with
Asarco.

According to Grupo Mexico's second quarter earnings release,
Asarco had an operating loss of $1.9 million during the second
quarter of 2004, compared to a loss of $921,000 during the same
period of 2003. Asarco's stripping activities at its Mission and
Ray mines increased by 258% and 90%, respectively, during the
quarter, resulting in an 11% reduction in the amount of copper ore
moved at Mission and 22% reduction at Ray. Stripping is the
process of removing waste material overlying ore in an open-pit to
enable the ore to be exposed and removed.

Grupo Mexico noted that it expected during the coming months that
Asarco could "... achieve a sustainable breakeven point per pound
of copper for the long term of roughly 70 cents."

"How can Asarco lose money when copper prices are at an eight-year
high? -- The answer can be found in the Company's failure to
invest in plant and equipment so that it could take advantage of
this extraordinary market," Mr. Bonds said. "It is time for Asarco
and its ultimate parent, Grupo Mexico, to invest in these
facilities and its skilled workforce, so that it can finally take
advantage of the strong global demand for copper," he added.

"I would hope that the Company will return to the bargaining table
with the intent of reaching a fair labor agreement with its Unions
that recognizes the contribution made by its hourly workforce,
rather than continuing to insist on wage and benefit concessions,"
Mr. Bonds said.

Despite the rise in copper prices, Asarco has demanded its Unions
agree to cuts in wages, health care, overtime and vacation
payments, reduced pension benefits, and dramatic increases in
monthly employee health care premiums.

On July 1, 2004, contracts covering approximately 750 hourly
employees expired between Asarco and Unions at the Company's
facilities in; Amarillo, Texas; Hayden, Arizona; Sahuarita,
Arizona (Mission mine); Marana, Arizona (Silver Bell mine); and El
Paso, Texas.

Members of the United Steelworkers, International Brotherhood of
Electrical Workers, Operating Engineers and Teamsters are working
without a new labor agreement, under the terms and conditions of
the expired agreements. The next bargaining session between the
parties is scheduled for August 16th, in Phoenix, Arizona.

Asarco is 100%-owned by AMC, a direct subsidiary of Grupo Mexico.
The company's mining operations in the United States consist of
three open-pit copper mines, Ray, Mission and Silver Bell in the
state of Arizona. Asarco also operates a custom smelter in Hayden,
Arizona, a refinery in Amarillo, Texas and two SX/EW plants. In
2003, Asarco produced 170,000 tons of copper and it expects output
to be about 180,000 tons in 2004, (110,000 tons from copper
contained in concentrate and 70,000 tons via the SX/EW process).
This level of production is lower than prior years in which output
was about 230,000-240,000 tons. Asarco has reduced production at
its Mission and Ray mines due to the high cost of production above
the average price of copper. In 2003, Asarco's cash cost of
production was $0.85/lb.

                           *     *     *

As reported in the Troubled Company Reporter's February 10, 2004
edition, Fitch Ratings has upgraded the rating of Asarco Inc. to
'CCC' from 'C'. The rating applies to Asarco's notes due in 2013
and 2025. The Rating Outlook is Stable. This rating action
reflects Fitch's belief that Asarco's credit profile is no longer
one of imminent default, as indicated by our 'C' rating. In 2003,
Asarco reduced its outstanding debt by about $600 million through
the sale of its stake Southern Peru Copper Corporation and faces
no significant maturities until 2013.

Fitch's 'CCC' rating maintains that default is a real possibility
and a company's capacity for meeting financial commitments is
solely reliant upon sustained favorable business or economic
conditions over the medium-term.

In conjunction with the debt restructuring in April 2003 of
Asarco's affiliate, Minera Mexico (formerly Grupo Minero Mexico),
Asarco sold its 54.2% stake in SPCC for $765 million to its direct
parent company, Americas Mining Corporation, a subsidiary of Grupo
Mexico S.A. de C.V. The proceeds were used to pay off $550 million
in overdue debt obligations (consisting of a $450 million bank
facility due in November 2001 and a $100 million bond due in
February 2003).

For the sale of its stake in SPCC, Asarco received $500 million in
cash, $223 million in notes payable from AMC, as well as $42
million in debt forgiveness of a loan from AMC. The $223 million
in notes consists of: 1) a $123 million obligation of AMC to pay
Asarco $8.8 million semiannually over seven years at a rate of 7%;
and 2) a $100 million obligation of AMC to pay Asarco up to $12.5
million (based on copper prices) over eight years at a rate of 8%.
The payments on this note were endorsed by Asarco to an
environmental trust fund.

Asarco now has total debt of about $440 million (consisting of
$250 million of unsecured debt due 2013-2025 and $190 million in
pollution control bonds due 2004-2033), and has no significant
maturities until a $100 million note matures in 2013.
Approximately $36 million of debt matures in 2004-2009.

Fitch's 'CCC' rating of Asarco's debt obligations reflects the
substantial uncertainly regarding the company's potential
environmental lawsuits as well as its inability to generate
significant cash flow due to its high cash cost of production.


BIP INT'L: U.S. Trustee Schedules Creditors Meeting on August 4
---------------------------------------------------------------
The United States Trustee will convene a meeting of BIP
International, Inc.'s creditors at 1:00 p.m., on August 4, 2004,
in Room 243A at the United States Bankruptcy Court for the
Southern District of New York, 300 Quarropas Street, White Plains,
New York 10601-5008.  This is the first meeting of creditors
required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Headquartered in Nanuet, New York, BIP International, Inc., is an
importer, exporter, wholesaler and general contractor for marine
interior and joiner systems products. The Company filed for
chapter 11 protection on July 8, 2004 (Bankr. S.D.N.Y. Case No.
04-23072).  Harvey S. Barr, Esq., at Barr & Haas, LLP represents
the Debtor in its restructuring efforts.  When the Company filed
for protection from its creditors, it listed $359,243 in total
assets and $8,224,311 in total debts.  The Debtor's Chapter 11
Reorganization Plan and Disclosure Statement are due on Nov. 5,
2004.


BUCYRUS INT'L: S&P Raises B- Corporate Credit Rating to BB-
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on South Milwaukee, Wis.-based Bucyrus International Inc.
to 'BB-' from 'B-' and removed all ratings from CreditWatch, where
they were placed on April 12, 2004. The outlook is stable.

"The upgrade is due to the completion of the company's IPO of
common stock with net proceeds of approximately $130 million used
to repay debt and the establishment of a new bank facility,
resulting in a dramatically improved financial profile," said
Standard & Poor's credit analyst John Sico.

At the same time, Standard & Poor's assigned its 'BB-' senior
secured bank loan rating and a recovery rating of '3' to Bucyrus
International's $150 million senior secured credit facilities due
in six years. The recovery rating reflects the expectation of
meaningful recovery of principal (50%-80%) in the event of a
default.

Standard & Poor's also withdrew its ratings on the $150 million
9.75% senior unsecured notes due in 2007, which were repaid with
the proceeds from the transactions.

Bucyrus International manufactures surface-mining equipment. It is
now a public company but remains principally owned by unrated
American Industrial Partners (AIP). Following the IPO, AIP owns
slightly more than half of the outstanding stock.

Financial flexibility has been enhanced and credit protection
measures improved significantly as a result of the IPO. Bucyrus
used the proceeds from the offering and the new senior secured
credit facility to retire its outstanding senior unsecured notes
and existing bank debt. These transactions, dramatically improve
the capital structure.

The $150 million secured credit facilities are secured by first-
priority perfected security interests in all the assets of the
company, a first-perfected pledge of the stock of its direct and
indirect domestic subsidiaries, and a first-priority perfected
pledge of 65% of the stock of its direct and indirect foreign
subsidiaries, except Bucyrus Canada. The facilities consist of a
$50 million five-year senior secured revolving credit facility
that is governed by a borrowing base that includes up to 85% of
eligible accounts receivable, up to 50% of eligible raw material,
and 35% of eligible work-in-process inventory. There is also a
$100 million six-year senior secured term loan that amortizes
quarterly, amounting to $5 million-$7.5 million annually.


CANBRAS COMMS: Declares Initial Distribution of Sale Proceeds
-------------------------------------------------------------
Canbras Communications Corp. (NEX.CBC.H) has declared an initial
distribution in the amount of $11.6 million in the aggregate to
common shareholders of record as of August 11, 2004, which will be
payable as of August 23, 2004. This distribution represents the
initial distribution to shareholders of the proceeds received by
Canbras upon the sale of all of its operations, which Sale
Transaction was concluded on December 24, 2003.

Canbras estimates that the final distribution, which will be made
in one or more instalments, will aggregate approximately $16.5
million, bringing the total amount of distributions (including the
initial distribution) of proceeds from the sale of all of its
operations to $28.1 million. The final distribution will be made
in one or more instalments after the receipt of the balance of the
purchase price payable pursuant to the one-year note issued to
Canbras in the Sale Transaction and due on December 24, 2004, the
satisfaction of all remaining liabilities of the Corporation and
the receipt by the Corporation of up-dated tax clearance
certificates.

Estimated remaining total proceeds to be distributed to
shareholders of $16.5 million reflect Canbras' net assets as at
June 30, 2004 of $29.3 million less the initial distribution to
shareholders of $11.6 million and estimated net costs of wind-up
of $1.2 million and assume no unforeseen claims are asserted
against the Corporation.

                     Second Quarter Results

As the Corporation completed the Sale Transaction on December 24,
2003, the Corporation's unaudited consolidated statements of
earnings for the second quarter of 2004 reflect only the winding
up activities of the Corporation.

As at June 30, 2004, Canbras' shareholders' equity was $29.3
million, down from $29.4 million at March 31, 2004. This decrease
reflects the second quarter loss of $80 thousand comprised of $430
thousand of administrative expenses offset by accrued interest
income of $351 thousand.

Canbras' cash and cash equivalents and the Note (including accrued
interest) as at June 30, 2004 were $19.0 million and $11.0 million
respectively. Cash and cash equivalents held by the Corporation
pending shareholder distributions in the amount of $19.0 million
at June 30, 2004, is being invested in high-grade money market
instruments.

Accrued liabilities of $854 thousand at the end of the second
quarter of 2004 represent mainly the provision for estimated
remaining costs of completing the Sale Transaction and were up
$100 thousand from March 31, 2004 mainly as a result of the
accrual of professional fees.

Following the initial distribution to shareholders of $11.6
million, the estimated remaining future net assets of Canbras at
December 31, 2005 are $16.5 million. The differences between
shareholders equity on the consolidated balance sheet at June 30,
2004 and the estimated remaining future net assets at December 31,
2005 is the deduction of the initial distribution to shareholders
in the amount of $11.6 million and future net costs from July 1,
2004 to December 31, 2005. Such future net costs are estimated at
approximately $1.2 million comprised of wind-up costs of
approximately $2.0 million and interest income of approximately
$0.8 million. These future net costs exclude any amounts that may
be required to settle unforeseen claims against the Corporation
including unforeseen indemnification claims which might be
asserted by the purchaser under the Sale Transaction.

The loss for the second quarter was $80 thousand.

Canbras, through the Canbras Group of companies, is a leading
broadband communications services provider in Brazil, offering
cable television, high speed Internet access and data transmission
services in Greater Sao Paulo and surrounding areas and the State
of Paran . Canbras Communications Corp.'s common shares are listed
on the Toronto Stock Exchange under the trading symbol CBC.


CATHOLIC CHURCH: Section 341(a) Meeting Reset to August 6
---------------------------------------------------------
The Assistant U.S. Trustee for Region 18, Pamela J. Griffith,
relates that the Section 341(a) meeting of creditors of the
Archdiocese of Portland in Oregon is rescheduled to 10:00 a.m. on
Friday, August 6, 2004, at the United States District Court, 1000
SW 3rd Avenue, 16th Floor Courtroom, in Portland, Oregon.

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


CENTURY ALUMINUM: Commences 11-3/4% Sr. Secured Debt Offering
-------------------------------------------------------------
Century Aluminum Company (Nasdaq:CENX) has commenced a cash tender
offer for any and all of its outstanding 11-3/4% Senior Secured
First Mortgage Notes Due 2008 (CUSIP No. 156431AC2). Century is
also soliciting consents to proposed amendments to the indenture
governing the Notes that would eliminate substantially all of the
restrictive covenants and certain default provisions in the
indenture. The tender offer will expire at 10:00 a.m., New York
City time, on August 26, 2004, unless extended or terminated.

The tender offer and consent solicitation are being made solely
pursuant to an Offer to Purchase and Consent Solicitation
Statement, dated July 29, 2004, and related Letter of Transmittal,
which include a more comprehensive description of the terms and
conditions thereof.

The principal purpose of the tender offer and consent solicitation
is to refinance Century's outstanding Notes with debt bearing a
lower interest rate, thereby reducing the Company's annual
interest expense. The Company intends to fund the tender offer and
consent solicitation and any expenses incurred in connection
therewith with proceeds from planned private placements of new
debt. The tender offer and consent solicitation are being made in
conjunction with, and are conditioned upon, the consummation of
such private placements. The tender offer is also conditioned upon
the receipt of consents from the holders of at least a majority of
the outstanding principal amount of such Notes to amend the
indenture governing the Notes and certain general conditions.

Under the terms of the tender offer, the purchase price for each
$1,000.00 principal amount of Notes validly tendered and accepted
for purchase by Century will be determined on August 12, 2004
based on the present value of the Notes as of the payment date,
calculated in accordance with standard market practice, assuming
each $1,000.00 principal amount of the Notes would be paid at a
price of $1,058.75 on April 15, 2005, the earliest redemption date
of the Notes, discounted at a rate equal to 50 basis points over
the yield on the 1.625% U.S. Treasury Note due April 30, 2005,
minus a consent payment of $20.00 per $1,000 of principal amount
of Notes. Holders who tender their Notes prior to 5:00 p.m., New
York City time, on August 6, 2004, unless extended will be
entitled to receive the consent payment. Holders who tender their
Notes after the Consent Date will not receive the consent payment.
The settlement date is currently expected to be August 27, 2004.
Holders who properly tender also will be paid accrued and unpaid
interest, if any, up to, but not including, the settlement date.

Holders who desire to tender their Notes must consent to the
proposed amendments and may not deliver a consent without
tendering their Notes. Any Notes tendered before the Consent Date
may be withdrawn at any time on or prior to the Consent Date, but
not thereafter, except as may be required by law. Any Notes
tendered after the Consent Date may not be withdrawn, except as
may be required by law.

Credit Suisse First Boston LLC is the exclusive Dealer Manager
and Solicitation Agent for the tender offer and the consent
solicitation. Questions regarding the tender offer and consent
solicitation may be directed to Credit Suisse First Boston's
Liability Management Group, at 800-820-1653 (toll-free) or
212-538-0652 (collect). Requests for documents may be directed to
Morrow & Co., Inc., the Information Agent, by telephone at
800-607-0088 (toll-free), 800-662-5200 (toll-free), or
212-754-8000 (collect), or by e-mail at cenx.info@morrowco.com

This press release is not an offer to purchase, a solicitation of
an offer to sell or a solicitation of consent with respect to any
securities, including the Notes.

The securities that may be offered in connection with Century's
refinancing plan described above will be offered pursuant to an
exemption from registration under the Securities Act of 1933. Such
securities will not be registered under the Securities Act and,
accordingly, may not be offered or sold in the United States
absent registration under the Securities Act or an applicable
exemption from the registration requirements.

                        About Century

Century is a leading U.S.-based primary aluminum producer with
615,000 metric-tons-per-year of primary aluminum production
capacity. Century owns and operates a 244,000-mtpy primary
aluminum reduction facility at Hawesville, KY, a 170,000-mtpy
facility in Ravenswood, WV and a 90,000-mtpy facility in
Grundartangi, Iceland. Century also owns a 49.67-percent interest
in a 222,000-mtpy facility in Mt. Holly, SC. Alcoa Inc. owns the
remainder and is the operator of the facility. Century's corporate
offices are located in Monterey, CA.

                           *   *   *

As reported in the Troubled Company Reporter's April 27, 2004
edition, Standard & Poor's Ratings Services revised its outlook on
Century Aluminum Co. to stable from negative, and affirmed its
'BB-' corporate credit, senior secured bank loan and senior
secured notes ratings. Total debt at Monterey, California-based
Century was about $345 million at Dec. 31, 2003.

"The outlook revision reflects an expected improvement in
Century's financial performance as a result of higher aluminum
prices and better industry fundamentals," said Standard & Poor's
credit analyst Paul Vastola.

The ratings on Century reflect its exposure to the cyclical
aluminum industry, its high cost position as a primary aluminum
producer, limited product diversity, and its somewhat aggressive
financial profile. These factors offset currently favorable
conditions in the aluminum industry, a relatively low free cash
flow break-even aluminum price and its fair liquidity position.


CLARK CRANE LLC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Clark Crane, LLC
        500 Industrial Park, Boulevard
        Holt, Florida 32564

Bankruptcy Case No.: 04-31960

Type of Business: The Debtor provides construction services.
                  See http://www.clarkcrane.com/

Chapter 11 Petition Date: July 30, 2004

Court: Northern District of Florida (Pensacola)

Debtor's Counsel: Edwin Paul Keiffer, Esq.
                  Hance Scarbrough Wright Ginsbert et al.
                  1401 Elm Street, Suite 4250
                  Dallas, TX 75201
                  Tel: 214-651-6517
                  Fax: 214-744-2615

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Orix Financial Services I     Load Deficiency         $1,000,000
P.O. Box 1679
Pittsburgh, PA 15230-1679

Portfolio Advisors II         Loan Deficiency         $1,200,000
NW 5067
P.O. Box 1450
Minneapolis, MN 55484

GE Capital Corp.              Loan Deficiency         $1,000,000
P.O. Box 747016
Pittsburgh, PA 15274-7016

Southtrust Bank               Loan Deficiency         $1,000,000
P.O. Box 830716
Birmingham, AL 35283-0716

De Lage Landen Financial      Loan Deficiency           $800,000
P.O. Box 41601
Philadelphia, PA 19101-1601

Terex Corporation             Trade Debt                $569,082
12460 Collections Center Dr.
Chicago, IL 80693

The CIT Group                 Loan Deficiency           $500,000

Key Equipment Finance(CLS)    Trade Debt                $102,655

Bauer Maschinen               Loan Deficiency            $83,508

All Crane Rental of GA        Trade Debt                 $81,695

AmSouth Leasing Corp.         Loan Deficiency            $54,000

Bankcard Center               Trade Debt                 $52,675

Reedrill                      Trade Debt                 $45,000

Terex Cranes Waverly          Trade Debt                 $39,306

American Crane Corp.          Trade Debt                 $33,069

First Insurance               Trade Debt                 $30,797

Conmaco Rector                Trade Debt                 $28,907

Essex Crane Rental Corp.      Trade Debt                 $26,258

First Specialty Insurance     Trade Debt                 $25,000

CTC Resources                 Trade Debt                 $22,516


CONTIGROUP COS: S&P Affirms BB- Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating and other ratings on ContiGroup Cos. Inc. and
removed them from CreditWatch where they were placed on Dec. 24,
2003.

The outlook is positive.

About $82.5 million of rated debt of New York, N.Y.-based
ContiGroup is affected.

"The rating action follows the completion of Standard & Poor's
review of the meat processing industry following the announcement
on Dec. 23, 2003, of a case of bovine spongiform encephalopathy
(BSE), otherwise known as mad cow disease. The impact, to date, on
ContiGroup has been minimal in terms of its operating and
financial performance as well as the stability in its credit
protection measures," said Standard & Poor's credit analyst
Jayne M. Ross. "ContiGroup, as the second leading cattle feedlot
in the U.S., has benefited from the import ban on Canadian cattle
and from strong consumer demand. Although the first fiscal quarter
of 2005 (ended June 30, 2004) is a seasonally weak period for fed
cattle, this should be offset by improved profitability in the
company's poultry operations, which have rebounded from a year ago
despite the avian flu outbreaks in the industry. Standard & Poor's
expects that ContiGroup's overall operating performance and its
related financial performance will remain appropriate for the
rating."

The ratings on privately held ContiGroup reflect its position as
an integrated agribusiness firm operating in the competitive,
highly variable, and commodity-based meat production and
processing industries. The company has major positions in beef,
poultry, and hog production and processing in the U.S. ContiGroup
also has positions in feed and flour milling internationally.


DB COMPANIES: Committee Looks to KPMG for Financial Advice
----------------------------------------------------------
The Official Unsecured Creditors Committee appointed in DB
Companies, Inc., and its debtor-affiliates' chapter 11 cases, asks
the U.S. Bankruptcy Court for the District of Delaware for
permission to retain and employ KPMG LLP as its financial
advisors.

The Committee expects KPMG to:

   (i) assist in the review of reports or filings as required by
       the Bankruptcy Court or the Office of the United States
       Trustee, including, but not limited to, schedules of
       assets and liabilities, statement of financial affairs,
       and monthly operating reports;

  (ii) review the Debtor's financial information, including, but
       not limited to, analyses of cash receipts and
       disbursements, financial statement items and proposed
       transactions for which Bankruptcy Court approval is
       sought;

(iii) review and analyze the reporting regarding cash
       collateral and any debtor-in-possession financing
       arrangements and budgets;

  (iv) evaluate potential employee retention and severance
       plans;

   (v) assist with identifying and implementing potential cost
       containment opportunities;

  (vi) assist with identifying and implementing asset
       redeployment opportunities;

(vii) analyze assumption and rejection issues regarding
       executory contracts and leases;

(viii) review and analyze the Debtor's proposed business plans
       and the business and financial condition of the Debtor
       generally;

  (ix) assist in evaluating reorganization strategy and
       alternatives available to the creditors;

   (x) review and critique the Debtor's financial projections
       and assumptions;

  (xi) prepare enterprise, asset and liquidation valuations;

(xii) assist in preparing documents necessary for confirmation;

(xiii) advice and assist the Committee in negotiations and
       meetings with the Debtor and the bank lenders;

(xiv) advice and assist on the tax consequences of proposed
       plans of reorganization;

  (xv) assist with the claims resolution procedures, including,
       but not limited to, analyses of creditors' claims by type
       and entity and maintenance of a claims database;

(xvi) provide litigation consulting services and expert witness
       testimony regarding confirmation issues, avoidance
       actions or other matters; and

(xvii) perform other functions requested by the Committee
       or its counsel to assist the Committee in this Chapter 11
       case.

KPMG partner Stephen B. Darr reports that the firm's current
customary billing rates range from:

            Designation         Billing Rate
            -----------         ------------
            Partners            $590 to $650 per hour
            Directors           $480 to $570 per hour
            Managers            $390 to $450 per hour
            Senior Associates   $300 to $360 per hour
            Associates          $190 to $270 per hour
            Paraprofessionals   $140 per hour

Headquartered in Pawtucket, Rhode Island, DB Companies, Inc. --
http://www.dbmarts.com/-- operates and franchises a regional  
Chain of DB Mart convenience stores in Connecticut, Massachusetts,
Rhode Island, and the Hudson Valley region of New York.  The
Company filed for chapter 11 protection on June 2, 2004 (Bankr.
Del. Case No. 04-11618).  William E. Chipman Jr., Esq., at
Greenberg Traurig, LLP represents the Debtors in their
restructuring efforts.  When the Company filed for protection from
their creditors, they listed estimated assets of over $50 million
and debts of approximately $65 million.


DENALI CAPITAL: S&P Puts Prelim Lower-B Rating on Class D Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Denali Capital CLO IV Ltd./ Denali Capital CLO IV
(Delaware) LLC's $368 million floating-rate notes due 2016 (see
list).

The preliminary ratings are based on information as of July 29,
2004. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

The preliminary ratings reflect:
     -- The credit enhancement provided to each class of notes
        through the subordination of cash flows to more junior
        classes and preferred shares;

     -- The transaction's cash flow structure, which has been
        subjected to various stresses requested by Standard &
        Poor's;

     -- The experience of the portfolio manager; and

     -- The legal structure of the transaction, including the
        bankruptcy remoteness of the issuer.

A copy of Standard & Poor's complete presale report for this
transaction can be found on RatingsDirect, Standard & Poor's Web-
based credit analysis system, at http://www.ratingsdirect.com/  
The presale can also be found on the Standard & Poor's Web site at
http://www.standardandpoors.com/Select Credit Ratings, then find  
the article under Presale Credit Reports.
   
                     Preliminary Ratings Assigned

Denali Capital CLO IV Ltd./Denali Capital CLO IV (Delaware) LLC

        Class        Rating     Amount (mil. $)
         A            AAA           312.0
         B            A              26.0
         C            BBB            22.0
         D            BB              8.0
         E            N.R.           32.0

         N.R.-Not rated.


DOMAN INDUSTRIES: S&P Withdraws D Ratings After Debt Restructuring
------------------------------------------------------------------
Standard & Poor's Ratings Services has withdrawn its long-term
corporate credit, senior secured debt, and senior unsecured debt
ratings on Duncan, B.C.-based pulp and lumber producer Doman
Industries Ltd., following the completion of the company's
restructuring under the Companies' Creditors Arrangement Act
(CCAA). Under the court approved Plan of Compromise and
Arrangement (PCA), Western Forest Products Inc. becomes the
successor business to Doman. About 25.6 million common shares of
Western Forest and US$221 million of secured bonds of Western
Forest were distributed under the Plan to former creditors of
Doman and certain standby purchasers. The ratings on Doman had
been lowered to 'D' on Nov. 8, 2002, following the company's
filing for protection under the CCAA.


DONNELLEY CORP: S&P Affirms Subsidiary's B+ Sub. Debt Rating
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit ratings on R.H. Donnelley Corp. (RHD) and its operating
subsidiary, R.H. Donnelley Inc. (RHDI), as well as RHDI's 'B+'
subordinated debt rating. In addition, Standard & Poor's placed
its 'B+' senior unsecured debt rating on RHDI on CreditWatch with
positive implications. The outlook is stable.

The ratings affirmations follow RHD's agreement to acquire SBC
Communications Inc.'s directory publishing business in Illinois
and northwest Indiana, including SBC's 50% interest in the DonTech
partnership, for $1.42 billion in cash or about 8.3x acquired 2004
EBITDA. The purchase price is after the settlement of a $30
million liquidation preference related to DonTech, which is an
existing partnership between SBC and RHD for local sales into the
Illinois and northwest Indiana SBC yellow pages. The acquisition
will be financed with an amendment and increase in RHD's existing
credit facilities. The transaction is expected to close in the
2004 third quarter, subject to regulatory approval and certain
closing conditions. RHD is expected to have about $3.4 billion of
debt outstanding following the acquisition.

The CreditWatch listing of RHDI's $325 million 8.875% senior notes
due 2010 reflects the plan that this debt will be secured ratably
with the senior secured credit facilities in connection with the
transaction. This rating will be raised to 'BB' and removed from
CreditWatch when the SBC acquisition is completed.


DOW CORNING: Reports 47% Net Income Increase in 2nd Quarter '04
---------------------------------------------------------------
Dow Corning Corp. reported consolidated adjusted net income of
$79.8 million for the second quarter of 2004, a 47 percent
increase over $54.2 million reported in same quarter of 2003.
First half 2004 adjusted net income was $132.0 million, 47 percent
higher than the $90.1 million reported in the first half of 2003.
Adjusted net income excludes unusual items consisting of
restructuring costs and a cumulative adjustment to Chapter 11
interest expense, both in the second quarter of 2004.

Second quarter 2004 sales were $851.9 million, up 20 percent
compared to sales of $712.6 million in last year's second quarter.
First half 2004 sales were $1.67 billion, up 22 percent over sales
of $1.37 billion in the same period last year.

Including unusual items, Dow Corning reported consolidated net
income of $35.7 million for the second quarter of 2004 and $87.9
million for the first half of 2004.

"Dow Corning has emerged from Chapter 11 with a continued focus on
meeting the needs of our customers in every industry we serve, in
every geography," said Dow Corning's Chief Financial Officer, J.
Donald Sheets.

Dow Corning -- http://www.dowcorning.com/-- provides performance-  
enhancing solutions to serve the diverse needs of more than 25,000  
customers worldwide. A global leader in silicon-based technology  
and innovation, offering more than 7,000 products and services.  
Dow Corning is equally owned by The Dow Chemical Company (NYSE:  
DOW) and Corning, Incorporated (NYSE: GLW). More than half of Dow  
Corning's annual sales are outside the United States. The Company  
filed for chapter 11 protection on May 15, 1995 (Bankr. E.D. Mich.  
Case No. 95-20512) to resolve silicone implant-related tort  
liability.  The Company owed its commercial creditors more than $1  
billion at that time.  A consensual Joint Plan of Reorganization,  
amended on February 4, 1999, offering to pay commercial creditors  
in full with post-petition interest, establish a multi-billion-
dollar settlement trust for tort claims, and leave Dow Corning's  
shareholders unimpaired, took effect on June 30, 2004.


EMERGING VISION: Dissident Director Launches Proxy Fight
--------------------------------------------------------
Emerging Vision, Inc., has advised its stockholders, through a
detailed proxy statement for the Company's 2004 Annual Meeting of
Shareholders, that dissident director Benito Fernandez, through
his controlled company Horizons Investors Corp., has filed
preliminary proxy materials with the SEC with the intention of
launching a hostile and costly proxy contest to take control of
the Board and the Company.   


ENRON CORP: Wants to Settle with El Paso Entities to End Disputes
-----------------------------------------------------------------
Six Enron Entities -- Enron North America Corporation, Enron
Power Marketing, Inc., Enron Gas Liquids, Inc., Enron Broadband
Services, LP, Enron Energy Services, Inc. and Enron Liquid Fuels,
Inc. -- were parties to various physical and financial
transactions with respect to, among other things, natural gas,
with eight El Paso Entities:

    * El Paso Merchant Energy, LP, successor-in-interest to El
      Paso Merchant Energy-Gas, LP;

    * El Paso Merchant Energy-Petroleum Company, successor-in-
      interest to Coastal States Trading, Inc.;

    * CIG Merchant Company, successor-in-interest to Coastal Gas
      Marketing Company;

    * El Paso Industrial Energy, LP;

    * El Paso Global Networks Company;

    * El Paso Merchant Energy Canada, Inc.;

    * El Paso Networks, LP, successor-in-interest to El Paso
      Networks, LC; and

    * El Paso Tankships USA Company.

As credit support for the Contracts, Enron Corporation and El
Paso Corporation issued guaranty agreements.

Edward A. Smith, Esq., at Cadwalader, Wickersham & Taft, in New
York, relates that on March 6, 2003, EPMI filed a complaint
against EPME related to a termination valuation dispute under one
of the Contracts.

On November 26, 2003, the Debtors and Bear Stearns & Co., Inc., as
successor-in-interest to certain claims held by EPME, entered into
a Stipulation Tolling Applicable Statutes of Limitations with
respect to Claim against Bear Stearns.  The Stipulation was
amended on March 30, 2004 to toll the statute of limitations for
any claims and causes of actions under or through Sections 544,
547, 548 and 550 of the Bankruptcy Code as the Causes of Action
pertain to Proof of Claim No. 14042 filed against Enron, based on
a January 10, 2000 Guaranty.

Mr. Smith notes that ENA previously demanded that EPMEPC tender a
certain sum to ENA in final settlement of any and all amounts due
and owing between the entities arising under the relevant
Contracts between ENA and EPMEPC.  EPMEPC refused to pay that
amount to ENA based on arguments it believes are available under
the Contracts and applicable law, and in equity.

The Enron Entities and the El Paso Entities, and Bear Stearns with
respect to its Claim, have reached an agreement to amicably settle
all matters between them relating to the Contracts, the Adversary
Proceeding, the Stipulation, the Causes of Action and the EPMEPC
Dispute.  The parties agree that:

    -- the Guaranty will be revoked to the extent it supports
       the obligations under the Contracts;

    -- the El Paso Entities will pay the Enron Entities a payment
       in connection with the Dispute;

    -- the parties will release each other from all claims,
       obligations and liabilities related to the Dispute;

    -- EPMI will dismiss the Adversary Proceeding;

    -- Claim Nos. 14039, 14040, 14041, 14055, 6057 and 14044,
       together with the $42,500,000 interest in Claim No. 14057
       retained by EPMI after the assignment to Bear Stearns, will
       be deemed irrevocably withdrawn with prejudice;

    -- with respect to Claim No. 14056, Bear Stearns will have an
       allowed claim against ENA for $24,500,000, and the balance
       of that Claim is disallowed;

    -- with respect to Claim No. 14057, Bear Stearns will have an
       allowed $132,500,000 claim against ENA, and the balance
       will be disallowed;

    -- with respect to Claim No. 14042, Bear Stearns will have an
       allowed $24,500,000 claim against Enron, and the balance is
       disallowed;

    -- with respect to Claim No. 14043, Bear Stearns will have an
       allowed $65,000,000 claim against Enron; and

    -- each liability the Debtors scheduled in favor of the El
       Paso Entities will be deemed irrevocably withdrawn with
       prejudice.

Accordingly, pursuant to Rule 9019 of the Federal Rules of
Bankruptcy Procedure and the Safe Harbor Agreements Termination
Protocol, the Debtors ask the United States Bankruptcy Court for
the Southern District of New York to approve the Settlement
Agreement with El Paso.

Mr. Smith contends that the Settlement Agreement is fair and
reasonable because:

      (a) it resolves any disagreement as to the Disputes;

      (b) it allows the Enron Entities to capture value for their
          estates and creditors; and

      (c) it enables the Enron Entities and the El Paso Entities
          to avoid potential future disputes and litigation
          regarding the Contracts. (Enron Bankruptcy News, Issue
          No. 119; Bankruptcy Creditors' Service, Inc., 215/945-
          7000)


FEDERAL-MOGUL: Settles Prior's $6.3 Asbestos PI Claim for $918,000
------------------------------------------------------------------
Renee M. Prior, a Federal-Mogul Corporation employee, who -- for a
substantial length of time -- used, handled or otherwise had been
exposed to asbestos products.  As a direct and proximate result of
the conduct of the Debtors and certain other defendants, Ms. Prior
suffered severe and permanent injury, including asbestosis, other
lung damage and cancer.

On June 10, 2001, Ms. Prior filed a complaint for damages in the
Superior Court of California, County of San Francisco, citing
negligence, strict liability, enterprise liability, false
representation, and punitive damages against the Debtors.  The
case was styled as M. Renee Prior v. Raybestos-Manhattan, Inc., et
al., Case No. 313504.

A jury awarded Ms. Prior $6,345,000 in damages, of which
$1,345,000 is for economic damages and $5,000,000 is for non-
economic damages.  The jury found these defendants liable to a
certain extent for Ms. Prior's injury, damage, loss or harm:

    Defendants                                        Liability
    ----------                                        ---------
    Allied Signal, Inc.                                    7%

    American Suzuki Motor Corporation, Inc.                1%

    Moog Automotive, Inc., as successor-in-interest
       to Wagner Electric Corporation                     14%

    Volkswagen of America, Inc.                           10%

    Others                                                68%
                                                      ---------
                                                         100%

Ms. Prior disclosed to United States Bankruptcy Court for the
District of Delaware that she has a prior settlement arrangement
with the defendants regarding her present, past and potential
future causes of action aggregating to $3,685,892. According to
Ms. Prior, settlement negotiations were still ongoing with five of
the originally named defendants -- AcandS, Inc., Asbestos
Corporation, Ltd., Combustion Engineering Company,
The Flintkote Company and Flintkote Mines, Ltd., and Garlock,
Inc.

The California Superior Court ruled that Allied Signal, American
Suzuki, Moog Automotive, and Volkswagen be:

    (a) jointly and severally liable for $837,324, plus interest
        at the rate of 10% per annum; and

    (b) severally liable for these amounts at 10% interest rate
        per annum:

           Defendant              Amount
           ---------              -------
           Allied Signal         $350,000
           American Suzuki         50,000
           Moog Automotive        700,000
           Volkswagen             500,000

Moog Automotive filed an appeal to the Appeals Division of the
California Superior Court regarding the state court decision.
The briefing on the appeal did not commence when the Debtors filed
for bankruptcy on October 1, 2001.  Moog Automotive posted an
appeal bond for $1,365,995 issued by SAFECO Insurance Company of
America, as surety.  The Bond is secured by an irrevocable standby
letter of credit issued by JP Morgan Chase Bank.

Robert Jacobs, Esq., at Jacobs & Crumplar, P.A., in Wilmington,
Delaware, asserts that cause exists to permit Ms. Prior to:

    (a) continue to prosecute the appeal before the California
        Superior Court against the Debtors;

    (b) recover damages, to the extent possible, from policies of
        insurance insuring the pending claims;

    (c) levy on the appeal bond posted by the Debtors; and

    (d) file a claim for unpaid balance in the bankruptcy
        proceeding in the event there is insufficient insurance.

To resolve their disputes, the Debtors and Ms. Prior entered into
a stipulation which the Court approved.  The Stipulation provides
that:

    (a) The Debtors will withdraw the pending appeal of the
        California Judgment in the California Superior Court,
        Appeals Division;

    (b) The automatic stay is modified solely for the limited
        purposes of allowing:

           (1) Ms. Prior to collect the California Judgment from
               the Bond against SAFECO Insurance; and

           (2) SAFECO Insurance to draw on the letter of credit in
               connection with any payment concerning the Bond;

    (c) SAFECO Insurance will wire transfer $918,000 to Ms. Prior
        in accordance with Ms. Prior's counsel's instructions; and

    (d) The $918,000 payment will be in full satisfaction of:

           (1) the California Judgment and all other claims that
               Ms. Prior has or may have against any of the
               Debtors or their estates; and

          (2) the Surety's obligations in connection with the
              Bond.

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


FLEMING COMPANIES: Asks Court to Approve Local 653 Settlement Pact
------------------------------------------------------------------
Christopher J. Lhulier, Esq., at Pachulski, Stand, Ziehl, Young,
Jones & Weintraub, PC, in Wilmington, Delaware, relates that
United Food and Commercial Workers, Local 653 represents certain
former employees who were employed at the Debtors' various retail
operations throughout Minnesota.  Prior to the Petition Date,
Fleming and Local 653 entered into various collective bargaining
agreements that established the rights and obligations of the
Parties with respect to the terms of employment of the Former
Employees who are members of a bargaining unit of Local 653.

Mr. Lhulier notes that after the Petition Date, the Debtors sold
or closed their operations in 23 locations in Minnesota.  At the
time of the closing or sale, the Former Employees became either
unemployed or employees of the purchaser of that Location.

Local 653, on behalf of the Former Employees, filed proofs of
claim against the Debtors totaling $2,683,496, comprising of:

    -- $333,301 in administrative claims;
    -- $869,142 in priority claims; and
    -- $1,491,053 in general unsecured non-priority claims.

The Local 653 Claims are based on alleged breaches of the CBAs for
failure to pay vacation and holiday pay.

On the other hand, Mr. Lhulier notes that some of the Former
Employees filed 65 Proofs of Claim totaling $111,920.  The Former
Employees allege that the Debtors owed them wages, holiday pay,
sick day pay, severance pay, vacation pay and unpaid pension and
health and welfare benefits.  The breakdown of the Former
Employees' Claims:

    * $51,975 filed as administrative claims;
    * $52,557 filed as priority claims; and
    * $7,388 filed as general unsecured non-priority claims.

Fleming Companies, Inc. and its debtor-affiliates and subsidiaries  
dispute the factual and legal bases of the Local 653
Claims and the Former Employee Claims because:

    (a) many of the Former Employee Claims are redundant of the
        Local 653 Claims and, the Local 653 Claims are redundant
        of one another;

    (b) the Former Employee Claims and the Local 653 Claims
        generally overstate the amounts due; and

    (c) the Former Employee Claims and the Local 653 Claims
        overstate the administrative and other priority portions
        that should be allowed if the Former Employee Claims were
        allocated properly pursuant to a proration formula.

The Parties want to settle the Local 653 Claims and the Former
Employee Claims through a Settlement Agreement.  The primary terms
of the Settlement Agreement are:

    (a) The Debtors agree to pay $433,518 in cash to the Former
        Employees and Local 653;

    (b) Local 653 agrees, on behalf of itself and the Former
        Employees, to accept the Debtors' payment in full and
        complete satisfaction of the Administrative Portions and
        Priority Portions of the Former Employee Claims;

    (c) On the Settlement Effective Date, the Debtors will
        distribute to each Former Employee his or her share of
        the $433,518 cash;

    (d) The Debtors will allow as general unsecured non-priority
        claims the General Unsecured Portions of the Local 653
        Clams and the Former Employee Claims, which aggregate to
        $1,617,920 in complete and full satisfaction of the
        General Unsecured Portions of the Settled Claims;

    (e) The Debtors agree to release Local 653 from all claims
        and causes of action arising out or related to the CBAs,
        except that any avoidance actions arising under Chapter
        5 of the Bankruptcy Code and any retained cause of action
        set forth in Article XIII of the Plan will not be
        released;

    (f) Local 653 will release the Debtors from any and all
        further liability arising out of or related to the CBAs
        except that Local 653 is not releasing any workers
        compensation claims or Civil Rights Claims; and

    (g) The Debtors will create a $10,000 reserve fund that will
        be utilized according to the terms of the Settlement
        Agreement in the event it is determined that the
        Administrative Portions or the Priority Portion of the
        Former Employees' settlement payment amounts have been
        undercalculated to pay the difference to the Former
        Employees.

Mr. Lhulier tells the United States Bankruptcy Court for the
District of Delaware that the Settlement Agreement avoids further
litigation regarding, and fully resolves, the Local 653 Claims and
the Former Employee Claims.  In addition, the Settlement Agreement
reflects a reasoned compromise of all differences between the
parties' calculation of due amount.  If approved, the Settlement
Agreement allows the Debtors to settle claims in excess of
$2,700,000 for $433,518 in cash and an unsecured claim for
$1,600,000, which will be satisfied in stock.

Headquartered in Lewisville, Texas, Fleming Companies, Inc. --
http://www.fleming.com/-- is the largest multi-tier distributor  
of consumer package goods in the United States.  The Company filed
for Chapter 11 protection on April 1, 2003 (Bankr. Del. Case No.
03-10945).  Richard L. Wynne, Esq., Bennett L. Spiegel, Esq.,
Shirley Cho, Esq., and Marjon Ghasemi, Esq., at Kirkland & Ellis,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from its creditors, they listed
$4,220,500,000 in assets and $3,547,900,000 in liabilities.
(Fleming Bankruptcy News, Issue No. 40; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


FOSTER WHEELER: Extends Sr. Debt Exchange Offer to August 30
------------------------------------------------------------
Foster Wheeler Ltd. (OTCBB: FWLRF) extended, until 5:00 p.m. New
York City time on Monday, August 30, 2004, its offer to exchange:

    (1) its Common Shares and its Series B Convertible Preferred
        Shares for any and all outstanding 9.00% Preferred
        Securities, Series I issued by FW Preferred Capital Trust
        I (liquidation amount $25 per trust security) and
        guaranteed by Foster Wheeler Ltd. and Foster Wheeler LLC,
        including accrued dividends;

    (2) its Common Shares and Preferred Shares for any and all
        outstanding 6.50% Convertible Subordinated Notes due 2007
        issued by Foster Wheeler Ltd. and guaranteed by Foster
        Wheeler LLC;
   
    (3) its Common Shares and Preferred Shares for any and all
        outstanding Series 1999 C Bonds and Series 1999 D Bonds
        (as defined in the Second Amended and Restated Mortgage,
        Security Agreement, and Indenture of Trust dated as of
        October 15, 1999 from Village of Robbins, Cook County,
        Illinois, and to SunTrust Bank, Central Florida, National
        Association, as Trustee); and

    (4) its Common Shares and Preferred Shares and up to
        $150,000,000 of Fixed Rate Senior Secured Notes due 2011
        of Foster Wheeler LLC guaranteed by Foster Wheeler Ltd.
        and certain Subsidiary Guarantors for any and all
        outstanding 6.75% Senior Notes due 2005 of Foster Wheeler
        LLC guaranteed by Foster Wheeler Ltd. and certain
        Subsidiary Guarantors;

and solicitation of consents to proposed amendments to:

    (x) the indenture relating to the 9.00% Junior Subordinated
        Deferrable Interest Debentures, Series I of Foster Wheeler
        LLC,

    (y) the indenture relating to the 6.50% Convertible
        Subordinated Notes due 2007 and

    (z) the indenture relating to the 6.75% Notes due 2005.

As of the close of business on July 29, 2004, holders have
tendered:

    Security                                   Amount Tendered
    --------                                   ---------------
    9.00% Preferred Securities                     $18,797,975
    6.50% Convertible Subordinated Notes              $838,000
    Robbins Series C Bonds due 2024                 $6,268,000
    Robbins Series C Bonds due 2009                    $45,000
    Robbins Series D Bonds                             $91,000
    6.75% Senior Notes                             $12,585,000

As announced on June 30, 2004, Foster Wheeler has modified the
terms of the exchange offer. The modified terms and conditions of
the exchange offer are set forth in Foster Wheeler's registration
statements on Form S-4 (File Nos. 333-107054 and 333-117244) filed
on July 23, 2004. Today the amended exchange offer was declared
effective by the Securities and Exchange Commission, and revised
offering materials will be distributed as soon as practicable.

The dealer manager for the exchange offer and consent solicitation
is:

            Rothschild Inc.
            1251 Avenue of the Americas, 51st Floor
            New York, New York 10020
            Telephone (212) 403-3784

The exchange agent for the exchange offer is the Bank of New York,
London Branch.

The foregoing reference to the proposed registered exchange offer
and any other related transactions shall not constitute an offer
to buy or exchange securities or constitute the solicitation of an
offer to sell or exchange any securities in Foster Wheeler Ltd. or
any of its subsidiaries.

Investors and security holders are urged to read the following
documents filed with the SEC, as amended from time to time,
relating to the proposed exchange offer because they contain
important information: (1) the registration statements on Form S-4
(File Nos. 333-107054 and 333-117244) and (2) the Schedule TO
(File No. 005-79124). These and any other documents relating to
the proposed exchange offer, when they are filed with the SEC, may
be obtained free at the SEC's Web site at http://www.sec.gov/
You may also obtain these documents for free (when available) from
Foster Wheeler by directing your request to:

             John A. Doyle
             Foster Wheeler Inc.
             Perryville Corporate Park
             Clinton, NJ 08809-4000
             Telephone (908) 730-4270
             john_doyle@fwc.com

                 About Foster Wheeler  
  
Foster Wheeler Ltd. -- whose December 26, 2003 balance sheet  
shows a total shareholders' deficit of $872,440,000 -- is a  
global company offering, through its subsidiaries, a broad range  
of design, engineering, construction, manufacturing, project  
development and management, research and plant operation  
services. Foster Wheeler serves the refining, oil and gas,  
petrochemical, chemicals, power, pharmaceuticals, biotechnology  
and healthcare industries. The corporation is based in Hamilton,  
Bermuda, and its operational headquarters are in Clinton, New  
Jersey, USA. For more information about Foster Wheeler, visit  
http://www.fwc.com/


FRESH CHOICE: U.S. Trustee to Meet with Creditors on August 11
--------------------------------------------------------------
The United States Trustee will convene a meeting of Fresh Choice's
creditors at 11:00 a.m., on August 11, 2004, at the U.S. Federal
Building, 280 S. 1st Street, Number 130, San Jose, California
95113.  This is the first meeting of creditors required under 11
U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Headquartered in Morgan Hill, California, Fresh Choice --
http://www.freshchoice.com/-- owns and operates a chain of more  
than 40 salad bar eateries, mostly located in California.  The
Company filed for chapter 11 protection on July 12, 2004 (Bankr.
N.D. Calif. Case No. 04-54318).  Debra I. Grassgreen, Esq., at
Pachulski, Stang, Ziehl, Young and Jones represents the Debtor in
its restructuring efforts.  When the Company filed for protection
from its creditors, it listed $29,651,000 in total assets and
$14,348,000 in total debts. The Debtor's Chapter 11 Plan and
Disclosure Statement are due on November 9, 2004.


FT WILLIAMS CO: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: F.T. Williams Company Incorporated
        9500 Statesville Road
        Charlotte, North Carolina 29269

Bankruptcy Case No.: 04-32623

Type of Business: The Debtor is a general contractor.
                  See http://www.ftwilliams.com/

Chapter 11 Petition Date: July 27, 2004

Court: Western District of North Carolina (Charlotte)

Judge: J. Craig Whitley

Debtor's Counsels: Kevin Michael Profit, Esq.
                   Travis W. Moon, Esq.
                   Hamilton Gaskins Fay and Moon, PLLC
                   2020 Charlotte Plaza
                   201 South College Street
                   Charlotte, NC 28244-2020
                   Tel: 704-344-1117
                   Fax: 704-344-1483

Total Assets: $10,000,001

Total Debts:  $12,703,065

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Mainline Supply Company                  $1,134,494
P.O. Box 830800
Birmingham, AL 35283

Briggs Equipment Co.                       $913,507
P.O. Box 409794
Atlanta, GA 30384

Phillips & Jordan, Inc.                    $912,151
PO Drawer 604
Robbinsville, NC 28771

CAT Financial Services/FCC                 $800,000
2120 West End Avenue
PO Box 340001
Nashville, TN 37203

Rea Contracting, LLC                       $786,356
P.O. Box 19012
Charlotte, NC 28219

Granite Contracting, LLC                   $782,226
545-B Pitts School
Road
Concord, NC 28028

APAC-Atlantic, Inc.                        $636,428
P.O. Box 5310_
Concord, NC 28027

Internal Revenue Service                   $616,877
Memphis, TN 37501

May Heavy-Equip                            $604,848
5941 NC Highway 8
Lexington, NC 27292

Volvo Commercial                           $527,667
P.O. Box 7247-0236
Philadelphia, PA 19170

Herrin Brothers Coal                       $470,106
PO Box 5291
Charlotte, NC 28225

Suzanne Wrenn                              $322,461
c/o BB&T Trust Dept.
223 West Nash Street
Wilson, NC 27894

NC Department of Revenue                   $244,327

John Deer Credit                           $241,762

Cross Utilities, Inc.                      $222,754

Concrete Supply Co.                        $189,693

Johnson Concrete Company                   $184,876

Martin Marietta                            $182,868

CitiCapital                                $146,258

Sanders Utility Const.                     $145,194


GLOBAL CROSSING: Seeks NASDAQ Extension for Listing Compliance
--------------------------------------------------------------
Global Crossing (Nasdaq: GLBCE) requested an additional exception
until September 10, 2004 from the NASDAQ Listing Qualifications
Panel for returning to compliance with NASDAQ listing
requirements. Global Crossing's common stock will continue to
trade on the NASDAQ National Market while the Panel considers
Global Crossing's request. The company will provide prompt public
disclosure after the Panel issues its decision.

Global Crossing also reported significant progress today in its
previously announced cost of access review. The company has
determined that the amount of the adjustment to its cost of access
liabilities is approximately $54 million, net of vendor dispute
settlements, representing approximately three percent of its 2003
cost of access operating expenses of $1,915 million. There will
also be a separate adjustment for an approximately $12 million
balance sheet reclassification related to cost of access amounts
recorded upon the company's emergence from bankruptcy. The
combined adjustments of $66 million are in line with the company's
original estimate of $50 million to $80 million. There is no
material adjustment required to the cost of access liabilities at
December 31, 2002.

As previously announced, Deloitte & Touche LLP recently completed
an independent investigation of the facts and circumstances giving
rise to the company's understatement of cost of access liabilities
and expenses. Deloitte & Touche reported that the investigative
procedures it performed did not reveal any management integrity
issues related to the cost of access accrual and expenses, or any
knowledge by management of an understatement related to the year-
end 2003 financial statements until after the filing of such
financial statements in March 2004.

The company has been consulting with its independent auditors for
2002 and 2003, Grant Thornton LLP; its new independent auditors,
Ernst & Young; and the Board of Directors' independent audit
committee regarding the proper accounting treatment of the change
in the company's cost of access liabilities. Based on these
consultations, the company's current view is that the charge
should be recorded in the first quarter of 2004 and that a
restatement of prior period financials statements will not be
required. The company intends to review this accounting treatment
with the SEC.

Headquartered in Florham Park, New Jersey, Global Crossing Ltd.  
-- http://www.globalcrossing.com/-- provides telecommunications   
solutions over the world's first integrated global IP-based  
network, which reaches 27 countries and more than 200 major cities  
around the globe. Global Crossing serves many of the world's  
largest corporations, providing a full range of managed data and  
voice products and services. The Company filed for chapter 11  
protection on January 28, 2002 (Bankr. S.D.N.Y. Case No. 02-
40188). When the Debtors filed for protection from their  
creditors, they listed $25,511,000,000 in total assets and  
$15,467,000,000 in total debts.  Global Crossing emerged from  
chapter 11 on Dec. 9, 2003.


GRAHAM PACKAGING: S&P Assigns Single-B Corporate Credit Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
ratings on Graham Packaging Holdings Co., its 100%-owned operating
subsidiary, Graham Packaging Co., and related entities on
CreditWatch with developing implications.

The CreditWatch placement follows the company's announcement that
it has signed a definitive agreement to acquire the plastic
container business of Owens-Illinois Inc. for about $1.2 billion.
Closing of the transaction is subject to regulatory approval and
other customary conditions. Developing means the ratings could be
raised, lowered, or affirmed.

"The rating action reflects the near-term uncertainty associated
with the financing plan of the acquisition," said Standard &
Poor's credit analyst Liley Mehta.

Standard & Poor's will monitor developments and will resolve the
CreditWatch listing as more information is made available. "To
resolve the CreditWatch, Standard & Poor's will meet with Graham
to discuss the financial structure of the proposed transaction,
and management's future operating and financial strategies," Ms.
Mehta said.

Ratings could be affirmed or lowered, if the transaction is
entirely debt financed and the company's very aggressive debt
leverage is maintained. Conversely, a more favorable financing
plan that includes a meaningful equity contribution could support
a higher rating, although this is not expected given the lack of
information on the financing plan.

York, Pa.-based Graham is a leading manufacturer of customized,
blow-molded plastic containers for various foods and non-
carbonated beverages, household and personal care products and is
a market leader for motor oil containers. Debt outstanding at
March 31, 2004 was about $1.1 billion.


HERITAGE NETWORKS: Former Employees File Claims for Unpaid Wages
----------------------------------------------------------------
Seven former employees of Heritage Networks, LLC (dba The Heritage
Networks and African Heritage Network) have filed claims with the
California Labor Board alleging that the company failed to pay
them for work performed during November 2003.

Based in New York City, Heritage Networks produces urban themed
television programs including Showtime at the Apollo and Livin'
Large hosted by Carmen Electra. The company was founded by Frank
Mercado-Valdes. It has been reported recently in the press that
Mr. Mercado-Valdes is a candidate to run Al Sharpton's new media
venture, Reverend Al Communications, Inc.

The seven employees who filed claims assert that they were not
paid for work performed despite repeated assurances by Heritage
Networks' Los Angeles legal representative, Debra L. Johnson, as
well as executive producer Susan De Passe that payment was
forthcoming. The employees filed their initial claims with the
California Labor Board on December 11, 2003.

On March 31, 2004, Heritage Networks' new CEO, Charles Walker,
announced that the company had filed for Chapter 11 bankruptcy
protection in U.S. Bankruptcy Court for the Northern District of
Texas, Dallas Division.

In a letter dated March 31, 2004, Heritage Networks informed the
seven claimants that only employees who worked for the company
during the 90 days prior to the bankruptcy filing would be
entitled to unpaid wages through the bankruptcy process. This is
due to a stipulation in the bankruptcy code, that shields
employers from paying wages that were earned more than 90 days
prior to the date of a bankruptcy filing.

The employees believe that Heritage Networks has acted in bad
faith, failing to pay them money they are owed and carefully
timing its bankruptcy filing to exploit provisions in the
bankruptcy law, even as its programs have continued to air on
television stations nationwide.

Headquartered in New York, New York, Heritage Networks is a
television sales, distribution, and marketing company that
concentrates on ethnically diverse programming, such as the
sitcoms Moesha and The Parkers. The Company filed for chapter 11
protection on March 31, 2004 (Bankr. N.D. Tex. Case No. 04-33505).
Craig C. Gant, Esq., represents the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed estimated debts and assets between $1 million
to $10 million.


HOLLINGER: Provides Update in Accordance with Cease Trade Order
---------------------------------------------------------------
Hollinger Inc. (TSX: HLG.C; HLG.PR.B) provided an update in
accordance with the guidelines pursuant to which the June 1, 2004
management and insider cease trade order was issued.  These
guidelines contemplate that Hollinger will normally provide bi-
weekly updates on its affairs until such time as it is current
with its filing obligations under applicable Canadian securities
laws.

Hollinger continues to devote resources to the completion and
filing of its financial statements as soon as practicable and is
encouraged by recent developments.  The Litigation Committee of
the board of directors of Hollinger authorized the commencement of
legal proceedings to compel access to the financial records and
management personnel of Hollinger International Inc. and the
working papers of Hollinger International's auditors in order to
allow for the preparation and, where required, audit of
Hollinger's financial statements.  Thereafter, at the request of
Hollinger International, a meeting was held in this regard with
representatives of Hollinger and representatives of Hollinger
International and its Special Committee.  As a result of this
meeting, the Litigation Committee instructed counsel to
temporarily hold the commencement of the applicable legal
proceedings in abeyance.

Hollinger International has now indicated it is prepared in
principle to co-operate with and assist Hollinger and its auditors
in the audit of Hollinger's 2003 annual financial statements and
to assist in obtaining the co-operation of Hollinger
International's auditors, and has set out a process for so doing.
Hollinger and Hollinger International are pursuing, on a without
prejudice basis, the conclusion of mutually acceptable
arrangements to permit the audit of Hollinger's 2003 annual
financial statements begin as soon as possible.

As of the close of business on July 28, 2004, Hollinger had
approximately US$10.8 million of cash or cash equivalents on hand
and owned, directly or indirectly, 792,560 shares of Class A
Common Stock and 14,990,000 shares of Class B Common Stock of
Hollinger International.  The decrease in Hollinger's cash and
cash equivalents on hand during the period since its July 15,
2004 status update is substantially due to Hollinger's
contribution to the payment of the monetary portion of the order
and final judgment of the Delaware Chancery Court requiring
Hollinger and Conrad Black to repay certain non-compete payments
to Hollinger International.  Based on the July 28, 2004 closing
price of the shares of Class A Common Stock of Hollinger
International on the New York Stock Exchange of US$15.80, the
market value of Hollinger's direct and indirect holdings in
Hollinger International was US$249,364,448.  All of Hollinger's
direct and indirect interest in the shares of Class A Common
Stock of Hollinger International are being held in escrow with a
licensed trust company in support of future retractions of its
Series II Preference Shares and all of Hollinger's direct and
indirect interest in the shares of Class B Common Stock of
Hollinger International are pledged as security in connection with
Hollinger's senior secured notes due 2011.

Further to Hollinger's announcement of the appointment of Mr.
Adrian M.S. White as Interim Chief Financial Officer of Hollinger,
the appointment has not in fact become effective as Mr. White and
Hollinger were unable to resolve terms of such appointment
satisfactory to both parties.

Hollinger's principal asset is its approximately 68.0% voting and
18.2% equity interest in Hollinger International.  Hollinger
International is a global newspaper publisher with English-
language newspapers in the United States, Great Britain and
Israel.  Its assets include The Daily Telegraph, The Sunday
Telegraph and The Spectator and Apollo magazines in Great Britain,
the Chicago Sun-Times and a large number of community newspapers
in the Chicago area, The Jerusalem Post and The International
Jerusalem Post in Israel, a portfolio of new media investments and
a variety of other assets.

                           *     *     *

As reported in the Troubled Company Reporter's March 17, 2004
edition, Hollinger International Inc. (NYSE: HLR) announced that
primarily as a result of the ongoing investigation being conducted
by the Special Committee of the Company's Board of Directors, as
well as the disruption of management services provided to the
Company arising from its ongoing dispute with Ravelston
Corporation Limited, the Company is not able to complete its
financial reporting process and its audited financial statements
for inclusion in the Annual Report on Form 10-K for fiscal year
2003 by the filing deadline.  The Company intends to complete its
financial reporting process as soon as practicable after the
completion of the investigation by the Special Committee, and then
promptly file the 10-K.

The company's September 30, 2003, balance sheet shows a working
capital deficit of about $293 million.


IWO HOLDINGS: Missed Interest Payment Triggers S&P Default Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on wireless telecommunications carrier IWO Holdings Inc. to
'D' from 'CC'.  The senior unsecured debt rating was lowered to
'D' from 'C'.  These actions follow IWO's failure to make the July
15, 2004 interest payment on its 14% senior notes due 2011, as
indicated in the company's form 10-Q for the quarter ended June
30, 2004.  IWO anticipates seeking protection under Chapter 11
in 2004 and had $352.5 million debt outstanding as of June 30,
2004.

IWO is an affiliate of Sprint PCS, serving about 226,000 customers
in smaller markets in the Northeast, and is a wholly owned
subsidiary of US Unwired Inc. (CCC+/Postive/--). Restrictions in
US Unwired's debt instruments prohibit US Unwired from providing
financial support to IWO, and IWO creditors have no recourse to
assets of US Unwired. There is no rating impact on US Unwired from
IWO's default.

"IWO's financial distress stems from elevated debt levels and weak
liquidity caused by negative discretionary cash flow incurred
during the company's wireless network construction and business
start-up period," said Standard & Poor's credit analyst Eric Geil.
"Heavy industry competition and IWO's relatively late entry into
the wireless business have impeded operating cash flow growth
needed to support the leveraged capital structure, and interest
coverage remains fractional." Although the company has curtailed
capital expenditures for network construction, including cell
sites required to meet requirements under the Sprint PCS affiliate
agreement, free cash flow is still negative. Given the importance
of IWO's network to Sprint PCS's national network coverage, IWO's
positive subscriber and revenue momentum, and a record of
successful financial reorganizations of other Sprint PCS
affiliates, it is likely that IWO will restructure its balance
sheet and continue operating.


J.P. MORGAN: Fitch Places Low B-Ratings on 2 Certificate Classes
----------------------------------------------------------------
Fitch rates J.P. Morgan Mortgage Trust $373.3 million mortgage
pass-through certificates, series 2004-A4:

      Class                             Principal Amount    Rating
      -----                             ----------------    ------
      Classes 1-A-1, 1-A-2,
      1-A-3, 1-A-4, 2-A-1,
      2-A-2, 2-A-3, 3-A-1,
      and A-R (senior certificates)       $373,300,000       AAA

      Class B-1 certificates                $6,180,400       AA

      Class B-2 certificates                $2,510,700        A

      Class B-3 certificates                $1,545,000       BBB

      Privately offered class
      B-4 certificates                      $1,158,800       BB

      Privately offered class
      B-5 certificates                        $579,400        B

      Privately offered class
      B-6 certificates                        $965,921   Not rated

The 'AAA' rating on the senior certificates reflects the 3.35%
subordination provided by the 1.60% class B-1, the 0.65% class B-
2, the 0.40% class B-3, the 0.30% privately offered class B-4, the
0.15% privately offered class B-5, and the 0.25% privately offered
class B-6 certificates. Fitch believes the above credit
enhancement will be adequate to support mortgagor defaults, as
well as bankruptcy, fraud, and special hazard losses in limited
amounts. In addition, the ratings also reflect the quality of the
underlying mortgage collateral, strength of the legal and
financial structures, the primary servicing capabilities of
Cendant Mortgage Corporation, Countrywide Home Loans Servicing LP,
and Chase Manhattan Mortgage Corporation (all rated 'RPS1' by
Fitch), and the master servicing capabilities of Wells Fargo Bank
Minnesota, National Association, which is rated 'RMS1' by Fitch.

As of the cut-off date, July 1, 2004, the trust consists of three
cross-collateralized groups of 976 conventional, adjustable-rate
mortgage loans secured by first liens on one- to four-family
residential properties with an aggregate scheduled balance of
$386,270,320.51. The average unpaid principal balance of the
aggregate pool as of the cut-off date is $395,769. The weighted
average original loan-to-value ratio (LTV) is 71.44%. The loans
were originated by Chase Manhattan Mortgage Corporation (56.77%),
Cendant Mortgage Corporation (23.91%), and Countrywide Home Loans,
Inc. (19.32%).

Group 1 consists of 168 one- to four-family residential properties
with an aggregate principal balance of $82,010,957. The mortgage
pool has a weighted average original LTV of 69.40% with a weighted
average mortgage rate of 4.962%. All of the mortgage loans have
mortgage rates that are fixed for approximately seven years and
will be adjusted annually or semi-annually thereafter. All the
loans in group 1 are originated under a full documentation
program, while cash-out refinance loans approximate 24.63% of the
pool and second homes 4.59%. The average loan balance is $488,160,
and the loans are primarily concentrated in California (26.56%),
Virginia (12.80%), and Missouri (10.48%).

Group 2 consists of 334 one- to four-family residential properties
with an aggregate principal balance of $166,985,930, as of the
cut-off date. The mortgage pool has a weighted average original
LTV of 72.32% with a weighted average mortgage rate of 5.095%. All
of the mortgage loans have mortgage rates that are fixed for
approximately seven years and will be adjusted annually or semi-
annually thereafter. Approximately 67.72% of the pool 2 mortgage
loans provide for payments of interest at the related mortgage
interest rate but no payments of principal for a period of seven
years following origination of such mortgage loan. Loans
originated under a reduced loan documentation program account for
approximately 34.70% of the pool, cash-out refinance loans 20.25%,
and second homes 7.30%. The average loan balance is $499,958, and
the loans are primarily concentrated in California (35.31%), New
Jersey (8.88%), and Illinois (6.01%).

Group 3 consists of 474 one- to four-family residential properties
with an aggregate principal balance of $137,273,434, as of the
cut-off date. The mortgage pool has a weighted average original
LTV of 71.60% with a weighted average mortgage rate of 4.645%. All
of the mortgage loans have mortgage rates that are fixed for
approximately five years and will be adjusted annually or semi-
annually thereafter. Loans originated under a reduced loan
documentation program account for approximately 0.65% of the pool,
cash-out refinance loans 31.74%, and second homes 5.06%. The
average loan balance is $289,606, and the loans are primarily
concentrated in California (47.76%) and Washington (7.91%).

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

Wachovia Bank, National Association, will serve as trustee. J.P.
Morgan Acceptance Corporation I, a special purpose corporation,
deposited the loans in the trust that issued the certificates. For
federal income tax purposes, the trustee will elect to treat all
or portion of the assets of the trust funds as comprising multiple
real estate mortgage investment conduits (REMICs).


JEUNIQUE INTERNATIONAL: Gets Nod for $325K Interim DIP Financing
----------------------------------------------------------------
Jeunique International, Inc., sought and obtained approval from
the U.S. Bankruptcy Court for the Central District of California,
Los Angeles Division, to obtain Postpetition Financing to finance
its ongoing operation under chapter 11 proceeding.

The Debtor discloses that as of the Petition Date, it owed Mulford
J. Nobbs, the Nobbs Family Truste, Vestal Nobbs, Hacienda
Holdings, Inc., and Nutritional Research Foundation, $27,761,356
on an unsecured basis.  The Nobbs Family Trust further extended an
additional $460,000 of secured financing to the Debtor shortly
before it filed for bankruptcy protection.

The Debtor says it needs new financing now to minimize any
disruption of its business operations.  A new source of working
capital financing is necessary for the Debtor to manage and
preserve the assets of its bankruptcy estate, to maximize the
value of the estate and maximize creditor recoveries.  

Despite diligent efforts, Jeunique says it's unable to procure
financing in the form of unsecured credit allowable under Section
503(b)(1) or in exchange for an administrative expense priority
under Section 364(a) or (b) or (c).  Nobbs' offer to extend new
DIP financing is the best deal available to Jeunique at this time.

On an interim basis, the Bankruptcy Court allows the Debtor to
borrow up to $325,000 from Nobbs.  This interim borrowing
arrangement will continue until the Bankruptcy Court enters a
final order allowing the Debtor to borrow the full $450,000 the
Debtor projects its needs to support its business post-petition.  

All amounts loaned to the Debtor will accrue interest at the rate
of 1.5% per annum.  Unless extended, the Postpetition obligations
will be due and payable on the earliest of:

      (1) June 14, 2005;
      (2) confirmation of a plan of reorganization; or
      (3) an event of default.

As adequate protection of Lender's interest in the Postpetition
Collateral and as security for the Debtor's performance of its
obligations, the Lender is granted a lien and security interest on
all presently owned and hereafter acquired tangible and intangible
prepetition and postpetition assets.

Headquartered in City of Industry, California, Jeunique
International Inc. -- http://www.jeunique.com/-- a direct selling  
company, filed for chapter 11 protection on June 1, 2004 (Bankr.
C.D. Calif. Case No. 04-22300).  Mark S. Horoupian, Esq., at
Sulmeyer Kupetz A P.C., represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed estimated assets of over $10 million and
estimated debts of more than $50 million.


KAISER ALUMINUM: PBGC Will Take Over Inactive Pension Plan
----------------------------------------------------------
Kaiser Aluminum has been notified by the Pension Benefit
Guaranty Corporation that the PBGC intends to assume
responsibility for the Kaiser Aluminum Inactive Pension Plan
retroactive to June 30, 2004.

The Inactive Plan generally covers hourly retirees who were
represented by unions at several smaller Kaiser plants where
operations were discontinued a number of years ago.

The PBGC's action was not unexpected. In February 2004, Kaiser had
obtained a ruling from the U.S. Bankruptcy Court for the District
of Delaware that the company met the legal requirements for a
distress termination of the Inactive Plan and several other plans.
The PBGC has appealed some portions of that ruling but not with
respect to the Inactive Pension Plan. The company and the PBGC
continue to be in discussions concerning the status of the other
plans.

The PBGC assumed responsibility for Kaiser's salaried employee
pension plan in December 2003.

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.


KOLORFUSION INT'L: Deficit & Losses Raise Going Concern Doubt
-------------------------------------------------------------
Virchow, Krause & Company, LLP, in Minneapolis, Minnesota, audits
Kolorfusion International, Inc.'s financial statements.  In its
latest audit report, dated September 24, 2003, the auditing firm
observes that Kolorfusion has historically had more expenses than
income in each year of its operations.  The accumulated deficit
from inception to March 31, 2004, is $10,586,537, and current
liabilities are in excess of current assets.  Kolorfusion has been
able to maintain a positive cash position solely through financing
activities . . . and plans to continue relying on outside
financing or lines of credit.   These factors, the auditors say,
raise doubt about the Kolorfusion's ability to continue as a going
concern.  

Kolorfusion International, Inc., a Colorado corporation formed on
May 17, 1995, develops and markets a system for transferring color
patterns to metal, wood, glass and plastic products.  Its
principal office is located at 7347 S. Revere Parkway, Centennial,
Colorado.  Kolorfusion is a process that allows the transfer of
colors and patterns into coated metal, wood, and glass and
directly into a plastic surface that can be any shape or size.


LANTIS EYEWEAR: Committee Hires Martin Chow as Co-Counsel
---------------------------------------------------------
The Official Unsecured Creditors Committee appointed in Lantis
Eyewear Corporation's chapter 11 case, asks the U.S. Bankruptcy
Court for the Southern District of New York for permission to hire
Martin W. Chow, Esq., as its co-counsel.

The Committee has selected Mr. Chow because he has considerable
experience in the field of bankruptcy, insolvency,
reorganizations, liquidations, debtors' and creditors' rights,
debt restructurings, corporate reorganizations and commercial
litigation . . . and he can communicate in Chinese.

The Committee tells the Court that many of the 20 largest
unsecured creditors, and 4 of the 7 Committee members are from
Taiwan and Hong Kong.  Mr. Chow is fluent in the Mandarin language
and is able to communicate and interpret the nuances of the
Debtor's case to the largest of the creditors that comprise the
Committee.

Specifically, Mr. Chow will:

   a) assist, advise and represent the Committee in its
      negotiations with the Debtor in administering the Chapter
      11 case;

   b) assist, advise and represent the Committee in analyzing
      the Debtor's past, present and future financial structure,
      investigating the extent and validity of liens,
      participating and reviewing asset sales or disposition;

   c) attend meetings and negotiate with representatives of the
      Debtor and secured creditors;

   d) assist and advise the Committee concerning the Debtors
      financial affairs;

   e) assist the Committee in analyzing plans of reorganization
      that may be filed and to review, analyze any Disclosure
      Statement that may be filed with the plan;

   f) assist in analyzing and reviewing financing and funding
      options and plans;

   g) take any and all actions necessary for the protection of
      the Committee's interest, including but not limited to
      prosecuting actions for preferential transfers, fraudulent
      conveyances and lien voidance and review of all claims
      that are filed with the estate;

   h) prepare and submit all necessary motions, applications,
      complaints, answers, discovery, trial and appeals before
      this court, the District Court, the Court of Appeals and
      other courts; and

   i) perform all other necessary and appropriate legal services
      in connection with this case.

Mr. Chow's usual and customary billing rate is $350 per hour.  His
legal assistants' current billing rate is $125 per hour.  Mr. Chow
can be reached at:

          Martin W. Chow, Esq.
          LAW OFFICES OF MARTIN W. CHOW LLC
          CITIC Bank Building
          11 East Broadway, 11th Floor
          New York, N.Y. 10038
          Telephone (212) 571-9550
          Cell (917) 968-2559
          Fax (212) 571-9065
          mchow7@hotmail.com
          http://mchowesq.tripod.com/law/

Headquartered in New York, New York, Lantis Eyewear Corporation --
http://lantiseyewear.com/-- is a leading designer, marketer and  
distributor of sunglasses, optical frames and related eyewear
accessories throughout the United States.  The Company filed for
chapter 11 protection on May 25, 2004 (Bankr. S.D.N.Y. Case No.
04-13589).  Jeffrey M. Sponder, Esq., at Riker, Danzig, Scherer,
Hyland & Perretti, LLP represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed $39,052,000 in total assets and $132,072,000 in total
debts.


LES BOUTIQUES: Reorganized Company Closes $19.2M Placement Today
----------------------------------------------------------------
"Now that our restructuring is complete, we have a well-
capitalized company that has virtually no debts and the
liquidities needed to support its operations. We now have all the
elements needed to make the Company successful again," said Paul
Delage Roberge, Chairman of the Board of Les Boutiques San
Francisco Incorporees (TSX:SF.A) (TSX:SF.B), at the annual
shareholders' meeting held Friday, July 30, 2004.

Once the bankruptcy protection provided under the Companies'
Creditors Arrangement Act is lifted, the Company plans to conclude
a $19.2-million private placement for recapitalization, today,
August 2.  As announced at the shareholders' meeting, it will also
form a Board of Directors with four new members; only Mr. Roberge
and Richard Soly will continue to sit on the Board. The four new
directors are Jean-Guy Lambert, President and CEO of Dacha
Capital, Normand Legault, President of Grand Prix F1 du Canada,
Real Mimeault, Company Director, and Placide Poulin, founder of
Maax. Mr. Roberge will continue to serve as Chairman.

The Company also plans to hire a new President and CEO, whose
mandate will be to generate profits and oversee the optimal
development of the company's two divisions: Les Ailes de la Mode
stores and Bikini Village swimwear shops. A recruitment firm has
already been hired for this purpose. The new President will be
supported by the new Chief Financial Officer, Gilles Morneau, a
chartered accountant with extensive experience in finance,
operations management and human resources.

"After the turbulent times the Company went through recently, the
next few months will be devoted to stabilizing our administration
and getting back to a more regular operating context. This return
to normal will be reflected in the consolidation of our operating
systems," said Mr. Roberge.

Gaetan Frigon, Chief Restructuring Officer, said: "the Company can
now turn the page on its past troubles and look forward to renewed
profitability in 2005. It will be able to focus on its strengths:
the four Les Ailes de la Mode stores and Bikini Village swimwear
shops."

Mr. Frigon's mandate as Chief Restructuring Officer will come to
an end when bankruptcy protection has been lifted. He will also
step down from the Board of Directors, as planned.

"I'm proud to be able to say 'Mission accomplished,' since this
restructuring exercise has ensured the future of a Quebec company
whose vitality and innovation has been recognized for 25 years. I
believe the Company justly deserves to continue its activities,"
concluded Mr. Frigon.

As a result of the restructuring, the Company's name will be
changed to reflect its new situation. Boutiques San Francisco
Incorporees will become Groupe Les Ailes de la Mode Inc. and its
stock market symbol will be changed to MOD. The name change will
take effect at the beginning of next week, immediately before the
closing of the private placement. The Company's TSX symbol will
change shortly thereafter.

Les Boutiques San Francisco Incorporees operates 137 stores in  
Quebec, Ontario, British Columbia and Alberta under five banners
and targeting as many market segments. As part of its
restructuring process, the Corporation has sold its Boutiques San  
Francisco as well as two lingerie boutiques, Victoire Delage and  
Moments Intimes. The Corporation still operates four Les Ailes de  
la Mode stores and a network of bathing suit stores operating  
under the banners Bikini Village and San Francisco Maillots.


MAGELLAN HEALTH: Reports $28.4 Million 2nd Quarter Net Income
-------------------------------------------------------------
Magellan Health Services, Inc., (Nasdaq:MGLN), reported operating
results for the second quarter and six months ended June 30, 2004.
The Company also raised its financial guidance for 2004.

                       Financial Results

For the quarter ended June 30, 2004, Magellan reported net
revenues of $452.1 million and net income of $28.4 million
compared with net revenues of $390.3 million and net income of
$14.4 million for the prior year quarter. The Company's segment
profit (net revenue less salaries, cost of care and other
operating expenses plus equity in earnings of unconsolidated
subsidiaries) for the current year quarter was $60.1 million
versus $39.9 million for the prior year quarter.

For the six months ended June 30, 2004, the Company reported net
revenues of $892.3 million and net income of $41.4 million. For
the prior year period, net revenues were $799.2 million and net
income was $2.0 million. Year-to-date segment profit for 2004 was
$108.2 million versus $80.6 million for the first six months of
2003.

The Company ended the quarter with $261.9 million in unrestricted
cash and cash equivalents. Cash flow from operations for the six
months ended June 30, 2004 was $30.3 million compared to $95.4
million in the prior year period. Cash flow from operations for
the current six months includes net payments of $64.9 million for
liabilities related to the Company's Chapter 11 proceedings;
excluding the impact of these liabilities, cash flow from
operations for the six months ended June 30, 2004 was $95.2
million. The Company has not drawn on its $50.0 million revolving
credit facility.

Steven J. Shulman, chairman and CEO, said, "As we discussed last
quarter, our plan for 2004 is to focus on three main areas -
maintaining our core business, improving efficiency and managing
expenses, and working to develop new products. Magellan's second
quarter financial results demonstrate our success in continuing to
run our business effectively while also implementing performance
improvement initiatives and managing expenses responsibly.
Further, our strong operating results enhance our ability to
invest in and grow our business over time. We fully expect to
continue to successfully execute on our business strategy and are
raising our guidance accordingly."

                            Outlook

Based on developments to date, Magellan now expects to generate
net income in the range of $80 million to $100 million and segment
profit in the range of $210 million to $230 million for fiscal
year 2004, compared to previous guidance of net income of $36
million to $56 million and segment profit of $160 million to $180
million for the year.

Mark S. Demilio, chief financial officer, said, "Magellan's
revised guidance reflects our expectations for continued strong
operating performance while also taking into consideration the
impact of product development and other investments and the
planned effects of certain contract terminations. Furthermore, we
experienced an unusually low care cost trend during the first six
months of this year due, in part, to the implementation of certain
initiatives that had a one-time impact. Our new guidance reflects
this lower level of costs but also reflects our belief that the
care cost trend going forward will return to previously expected
rates of increase."

Mr. Shulman added, "We are committed to continuing to make
substantive improvements in Magellan's operations to benefit our
members, customers and providers. As a result, in addition to our
robust financial results, we continue to deliver the operational
performance our customers expect and the high caliber services
that have earned us significantly more quality accreditations than
any other organization in our industry.

"In addition to producing strong financials and enhancing service,
a key area of focus is the development of innovative products to
meet the existing and emerging needs of current and potential
customers. We continue to develop and test disease management,
obesity and pharmacy products and are encouraged by the level of
interest in these capabilities that we are seeing in the
marketplace. I am pleased with our progress to date in positioning
the Company to produce meaningful revenue from these products by
2007."

Magellan Health Services is headquartered in Columbia, Maryland,
and is the leading behavioral managed healthcare organization in
the United States. Its customers include health plans,
corporations and government agencies. The Company filed for
chapter 11 protection on March 11, 2003, and confirmed its Third
Amended Plan on October 8, 2003. Under the Third Amended Plan,
nearly $600 million of debt will drop from the Company's balance
sheet and Onex Corporation will invest more than $100 million in
new equity.


MASTEC INC: Releases Final Results of Operations for FY 2003
------------------------------------------------------------
MasTec, Inc. (NYSE: MTZ) reported results for 2003. For the year
ended December 31, 2003, the net loss was $52.3 million on revenue
of $870.2 million, compared with a restated net loss of $136.6
million on revenue of $838.1 million for the prior year. Included
in the loss for 2002 was a $79.7 million non-cash charge related
to periodic SFAS 142 goodwill impairment evaluations as a result
of a previously disclosed change of accounting method.

On April 13, 2004, the Company reported an estimated net loss of
$39.7 million for the year ended December 31, 2003. This estimated
net loss for the year ended December 31, 2003 was increased by
$12.6 million. The primary reason for the increased loss was the
recording of an additional liability for labor claims resulting
from the initiation of the shut-down of operations of the
Company's Brazilian subsidiary. MasTec ceased performing
contractual services for Brazilian customers in the first quarter
of 2004 and expects to dispose of this investment in 2004 through
liquidation of this subsidiary. Except for legal costs, MasTec
does not expect to fund any significant additional costs
associated with the termination of the subsidiary's operations.
The Company expects to record additional non-cash write-offs for
its Brazilian investment in 2004 as MasTec completes the shut-
down of the operation. The Brazilian operation comprised
approximately 2.2% of total revenue in 2003.

MasTec continues to finance operations primarily through
internally generated cash flows. At July 26, 2004, the Company had
approximately $15.5 million in cash on hand and gross liquidity,
before reserves, of approximately $47.5 million. MasTec currently
has no draws on its $125 million bank credit facility. The Company
recently amended the loan agreement for this credit facility,
resulting in additional covenant flexibility.

                           *     *     *

As reported in the Troubled Company Reporter's May 13, 2004
edition, Standard & Poor's Ratings Services lowered its corporate
credit rating on MasTec Inc. to 'B' from 'BB-', its senior secured
bank loan rating to 'B+' from 'BB', and its subordinated debt
rating to 'CCC+' from 'B'. At the same time, all ratings remain on  
CreditWatch with negative implications, where they were placed  
on March 17, 2004.

Total debt (including present value of operating leases) was $226  
million at Sept. 30, 2003, for the Miami, Fla.-based provider of  
infrastructure services.

The downgrade follows MasTec's announcement of a net loss for the  
2004 first quarter that is significantly greater than the year-
earlier loss as well as a delay in its Form 10Q filing for the  
first quarter because of an unfinished audit for full-year 2003.  
market conditions in the specialty contractor industry are weak,  
resulting in declining margins and higher leverage.

"We continue to be concerned about the breakdown of certain  
financial controls and policies, the length of time it is taking  
to complete the 2003 audit, and the liquidity profile, including  
obtaining a waiver or amendment to bank covenants," said Standard  
& Poor's credit analyst Heather Henyon.



MCCANN: Section 341(a) Meeting Slated for August 19, 2004
---------------------------------------------------------
The United States Trustee will convene a meeting of McCann, Inc.'s
creditors at 2:30 p.m., on August 19, 2004, at Office of the
United States Trustee, 80 Broad Street, Second Floor, New York,
New York 10004-1408.  This is the first meeting of creditors
required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Headquartered in New York, New York, McCann, Inc., is a commercial
interior general contracting company.  The Debtor's primary
shareholder is Bruce Fahey, who owns 90% of the Debtor's common
stock.  In March 2004, The Company abruptly ceased all active
operations when one of its subcontractors complained about not
getting paid.  Currently, the Debtor and Mr. Fahey are the subject
of an investigation by the Manhattan District Attorney's office
with regard to forged lien waivers and violations of Article 3A of
the New York Lien Law.  

On April 15, 2004, a group of creditors filed an involuntary
Chapter 7 petition against McCann, Inc.  On June 23, 2004, the
Debtor exercised its right under Sec. 706(a) of the Bankruptcy
Code to convert its bankruptcy case to a Chapter 11 case, and an
order for relief was entered on June 25, 2004 (Bankr. S.D.N.Y.
Case No. 04-12596 (SMB)).  

On July 22, 2004, the court appointed Lee E. Buchwald to serve as
Chapter 11 Trustee.  Mr. Buchwald hired Scott S. Markowitz, Esq.,
at Todtman, Nachamie, Spizz & Johns, P.C., as his counsel.  
Clifford A. Katz, Esq., at Goldberg & Jaslow, LLP serves as the
Debtor's counsel.


MEDSOLUTIONS: Looks to Private Placements to Raise Needed Cash
--------------------------------------------------------------
MedSolutions, Inc.(MSI) was incorporated in Texas in 1993, and
through its wholly owned  subsidiary, EnviroClean Management
Services, Inc. (EMSI), principally collects, transports  and
disposes of regulated medical waste in north and south Texas.  
During 2002, the Company formed three new wholly owned
subsidiaries: ShredSolutions, Inc., SharpSolutions, Inc. and
EnviroClean Transport Services, Inc.  These subsidiaries did not
have any significant operations during 2003 or 2004.  During 2003,
the Company acquired the business and certain assets of AmeriTech
Environmental, Inc., a Texas corporation in the regulated medical
waste industry.  The Company historically has incurred
consolidated net losses.  The Company has significant deficits in
both working capital and stockholders' equity and therefore, these
factors raise substantial doubt about the Company's ability to
continue as a going concern.

Historically, stockholders of the Company have funded cash flow
deficits; however, the stockholders are under no specific funding
obligation.

MedSolutions's principal source of liquidity is collections on
accounts receivable from regulated medical waste management
service revenue, from sales of its common stock through private
offerings to certain individuals, primarily existing shareholders,
and from loans and advances received from certain shareholders.  
Revenues during the three months ended March 31, 2004 were
approximately $110,000 per month higher than the comparable
monthly average revenue for 2003.  The principal uses of liquidity
are payments for labor, material and expenses, and debt,
litigation and lease obligations to carry out regulated medical
waste management services.

Management is of the opinion that the Company's existing cash
position and cash flow from operations will not enable it to
satisfy current cash requirements.  The Company will be required
to obtain additional financing to implement its business plan.
Historically, the Company has met its cash requirements from a
combination of revenues from operations (which  by themselves have
been insufficient to meet such requirements), shareholder loans
and advances, and proceeds from the sale of debt and equity
securities.

As indicated by the Company's year end consolidated financial
statements, the Company incurred consolidated net losses of
$957,757 and $285,726 for the years ended December 31,  2003 and
2002, respectively.  Additionally, the Company has significant
deficits in both working capital and stockholders' equity at
December 31, 2003 and March 31, 2004.  

Historically, shareholders of the Company have funded cash flow
deficits.  However, the shareholders are under no specific funding
obligation.  As a means of providing working capital and funding
for a proposed financing, the Company has received, from private
placements of the Company's common stock, approximately $864,500
and $1,155,763 during the years ended December 31, 2003 and 2002.  
One of the Company's largest shareholders loaned the Company
$615,000 in 2002.  Also, the Company President has advanced funds
for working capital to MedSolutions from time to time.  In March
2003 another stockholder loaned the Company $500,000, and two
stockholders purchased common stock in the aggregate amount of
$130,000.  There is no assurance that such private placement
funding, loans and advances will continue to satisfy MedSolutions'
cash needs.

A few of MedSolutions' customers have accounted for a majority of
its sales.  During the year ended December 31, 2003, sales of
Company services to 43 customers represented approximately 81.5%
of total revenues, including sales to UTMB, which amounted to
approximately 19.4% of total revenues.  A loss of any of these
customers could reduce revenues, educe earnings or increase
Company losses from operations, and limit MedSolutions' ability to
achieve or maintain profitability.


MIRANT CORP: Committee Asks Court to Discharge Risk Capital
-----------------------------------------------------------
Monica S. Blacker, Esq., at Andrews & Kurth, LLP, in Dallas,
Texas, recalls that on September 29, 2003, United States
Bankruptcy Court for the Northern District of Texas authorized the
Official Committee of Unsecured Creditors of Mirant Corporation,
et al. to retain Risk Capital Management Partners to provide risk
management services effective as of September 3, 2003.  Risk
Capital provided the services from September 3, 2003 through June
30, 2004.

Beginning in May 2004, Ms. Blacker relates that the Mirant
Committee began to gradually utilize PA Consulting Group, Inc.,
and Capstone Corporate Recovery, LLC, to perform Risk Capital's
duties.  To date, all matters Risk Capital previously handled have
been transferred to PA and Capstone.

Accordingly, the Court:

    (a) discharges Risk Capital from providing any services to it;

    (b) releases Risk Capital from all of its duties and
        obligations to the Mirant Committee; and

    (c) allows Risk Capital to file its final application for
        fees and expenses to be paid in full, including any
        holdbacks.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- together with its direct and indirect  
subsidiaries, generate, sell and deliver electricity in North
America, the Philippines and the Caribbean.  The Company filed for
Chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. 03-
46590).  Thomas E. Lauria, Esq., at White & Case LLP represent the
Debtors in their restructuring efforts.  When the Company filed
for protection from their creditors, they listed $20,574,000,000
in assets and $11,401,000,000 in debts. (Mirant Bankruptcy News,
Issue No. 39, 40; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


MITSUBISHI MOTORS: S&P Upgrades Corporate Credit Rating to CCC+
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on Mitsubishi Motors Corp. (MMC) to 'CCC+' from
'SD', and its rating on the company's senior unsecured bonds to
'B-' from 'CCC+'. The outlook on the corporate credit rating is
negative.

"The upgrade of MMC reflects the lower possibility of near-term
default by the company following the recent completion of a
capital enhancement," said Chizuko Satsukawa, a credit analyst at
Standard & Poor's.

On June 28, 2004, the corporate credit rating on MMC was lowered
to 'SD' after the company completed a transaction tantamount to a
debt-for-equity swap on its bank loans. On July 15, 2004, the
company issued common and preferred shares to Phoenix Capital and
J.P. Morgan, completing a capital enhancement totaling 496
billion, slightly exceeding the planned amount. MMC expects its
interest-bearing debt to have fallen to about 737 billion at the
end of June 2004, down by about 325 billion from the end of March
2004.

Although Standard & Poor's believes the capital enhancement has
lowered the possibility of immediate default by the company, it is
not optimistic about MMC's viability, given the damage to the
carmaker's brand image and plummeting domestic sales. The
company's vehicle sales in Japan (including minivehicles) fell by
nearly 50% in June 2004 compared with June 2003, following a
decrease of about 40% in May 2004. In the U.S., its sales
performance is also deteriorating: light vehicle sales decreased
by about 50% in June 2004, compared with a year earlier. Given the
challenge of restoring consumer confidence in vehicle safety, plus
increasingly fierce competition in key global vehicle markets, it
remains unclear whether pending operational and financial
restructuring measures will be sufficient to ensure MMC's
survival.

The rating on MMC's senior unsecured debt is higher than that on
the issuer by one notch, reflecting the better protection for
bondholders than bank lenders, given the likelihood of support by
key creditor banks through loan waivers if the company were to
again face financial distress (see Standard & Poor's report
"Rating Implications of Loan Waivers for Japanese Corporates"
published on Sept. 23, 2003.)


MOHEGAN TRIBAL: S&P Assigns BB- for Proposed $200M Senior Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
the Mohegan Tribal Gaming Authority's (MTGA) proposed $200 million
senior subordinated notes due 2014. Proceeds from this offering,
in conjunction with borrowings under its revolving credit
facility, will be used refinance the outstanding $200 million
8.125% senior notes due 2006 and $150 million 8.375% senior
subordinated notes due 2011, as well as to pay fees and expenses.

At the same time, Standard & Poor's affirmed its ratings on the
Connecticut-based casino operator, including its 'BB+' corporate
credit rating. The outlook is stable.  Pro forma for this
transaction, MTGA had approximately $1.2 billion in debt
outstanding, including approximately $115 million of tax-exempt
off-balance sheet Tribal debt at March 31, 2004.

MTGA relies for liquidity on internally generated cash and its
revolving credit facility. Pro forma for the proposed notes, MTGA
had approximately $84 million available under its revolving credit
facility. "With the majority of its capital spending completed, we
expect MTGA to generate in excess of $50 million in discretionary
cash flow over the near term, a significant portion of which is
likely to be applied towards debt reduction," said Standard &
Poor's credit analyst Peggy Hwan.


MONUMENT CAPITAL: Fitch Upgrades 1 Tranche From B to B+
-------------------------------------------------------
Fitch Ratings upgrades one tranche and affirms one tranche issued
by Monument Capital Limited (Monument Capital).  The rating
actions effective immediately are:

    -- $281,389,854 class A senior floating rate notes
       affirmed at 'AAA';

    -- $64,000,000 class B subordinated floating rate notes
       upgraded to 'B+' from 'B'.

Monument Capital is a collateralized debt obligation (CDO) managed
by Alliance Capital Management which closed May 13, 1999. Monument
Capital is composed of approximately 80% senior secured loans and
20% senior unsecured bonds. Included in this review, Fitch Ratings
discussed the current state of the portfolio with the asset
manager and their portfolio management strategy going forward. In
addition, Fitch Ratings conducted cash flow modeling utilizing
various default timing and interest rate scenarios.

Since the last rating action, the collateral has continued to
improve. The weighted average rating factor has increased from 'B-
' to 'B+'. The Book Value Ratio has increased from 103.8% as of
March 31, 2003 to 104.01% as of the most recent trustee report
dated June 30, 2004. The interest coverage ratio of 224.98% passed
versus the trigger of 110%, however, the weighted average life of
4.00 years failed versus the trigger of 3.22 years and the average
margin of 2.80% failed versus its trigger of 2.95. There are
currently no defaulted assets and the 'CCC+' or lower represented
approximately 4.6%, excluding defaults.

Fitch conducted cash flow modeling utilizing various default
timing and interest rate scenarios to measure the breakeven
default rates going forward relative to the minimum cumulative
default rates required for the rated liabilities. As a result of
this analysis, Fitch has determined that the current ratings
assigned to the class B notes no longer reflect the current risk
to noteholders, and has subsequently improved over the past year.

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

Fitch will continue to monitor and review this transaction for
future rating adjustments.


NATIONAL BEEF: S&P Affirms BB- Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating and other ratings on beef processor National Beef
Packing Co. LLC.

At the same time, the ratings were removed from CreditWatch where
they were placed on Dec. 24, 2003. The outlook is stable.

Kansas City, Mo.-based National Beef had about $354.0 million in
lease-adjusted total debt outstanding as of May 29, 2004.

The rating affirmation follows a review of the meat processing
industry protein sector by Standard & Poor's prompted by an
announcement on Dec. 23, 2003, that a case of bovine spongiform
encephalopathy (BSE), otherwise known as mad cow disease, had been
detected in the state of Washington. So far, the impact on
National Beef Packing's financial performance and credit measures
has been minimal. Generally, beef prices have remained at
historically high levels and consumer demand has been strong.
However, it is Standard & Poor's expectation that the company's
margins will remain weak during the next couple of quarters,
because of tight cattle supplies and the company's ability to
obtain high quality cattle, which will likely constrain margins.

"Still, National Beef should continue to generate adequate cash
flow to meet debt service requirements and maintain credit
measures appropriate for the rating," said Standard & Poor's
credit analyst Ronald Neysmith.

The rating reflects National Beef's debt levels, which are
moderately high for a largely commodity-oriented protein
processor, one with low margins that operates in a very
challenging environment. Somewhat mitigating these factors are the
company's niche position in value-added cuts, its broad customer
base, its experienced management team, and the high barriers for
competitors entering the industry.

During the first nine months of fiscal 2004, continued tight
cattle supplies and the loss of key export markets due to BSE hurt
National Beef's margins, given the company's high degree of
operating leverage. The sector is inherently volatile, and its
results are affected by several factors outside of the firm's
control, including weather, the supply of outside proteins, and
disease. The company focuses on its value-added business segment,
which has represented about a quarter of sales and more than half
of EBITDA and thus provided National Beef with some financial
cushion in the past.

National Beef is the fourth-largest beef processing company in the
U.S., accounting for about 10% of the U.S.-fed cattle processed.
The company processes, packages, and delivers fresh beef for sale
to customers in the U.S. and international markets. Its products
include boxed beef and value-added beef under its own brands and
animal by-products from processing, such as hides and offal.
Branded products include Certified Premium Beef, Black Angus Beef,
and Black Canyon Angus Beef. The company markets products to
retailers, distributors, food service providers, and the U.S.
military.


NAVISITE: Completes $46+ Million Surebridge Acquisition
-------------------------------------------------------
Surebridge, Inc. beneficially owns 3,000,000 shares of the common
stock of NaviSite, Inc., representing 10.77% of NaviSite's
outstanding common stock.  Surebridge has sole voting and
dispositive powers over the 3 million shares held.

NaviSite acquired the assets of Surebridge in exchange for two
promissory notes in the aggregate principal amount of
approximately $39.3 million, 3 million shares of NaviSite common
stock (currently trading at about $2 per share) and the assumption
of certain liabilities at closing.  The promissory notes issued by
NaviSite to Surebridge accrue interest on the unpaid balance at an
annual rate of 10%, however no interest shall accrue on any
principal paid within nine months of the closing.  The notes shall
be paid in full no later than the second anniversary of the
closing.  In the event that NaviSite realizes proceeds from
certain equity or debt financings or sales of assets, NaviSite is
obligated to use a significant portion of the proceeds to make
payments on the notes.  The notes are convertible into common
shares of NaviSite under certain conditions.

                     About NaviSite, Inc.

NaviSite is a leading provider of outsourced hosting and managed
application services for middle-market organizations, which
include mid-sized companies, divisions of large multi-national
companies and government agencies.

                        About Surebridge

Surebridge, is the leading application outsourcer of On Demand
Solutions for middle market companies, delivering brand-name
application choice and affordable strategy, implementation,
outsourcing and optimization services. Surebridge is an intregral
part of NaviSite's comprehensive IT infrastructure and application
management portfolio for mid-sized enterprises, business units of
multi-national corporations and government agencies.


                 Liquidity and Capital Resources

In its latest Form 10-Q filed with the Securities and Exchange
Commission, NaviSite reports:

"At January 31, 2004, we had a working capital deficit of
$14.7 million, an accumulated deficit of $425 million, and have
reported losses from operations since incorporation. We anticipate
incurring additional losses throughout our current fiscal year. We
have taken several actions we believe will allow us to continue as
a going concern through July 31, 2004, including the closing and
integration of strategic acquisitions, the changes in 2003 to our
Board of Directors and senior management and bringing costs more
in line with projected revenues.

"On January 22, 2004, we filed with the Securities and Exchange
Commission a registration statement on Form S-2 to register shares
of our common stock to issue and sell in a public offering to
raise additional funds. We believe that that offering will allow
us to raise the necessary funds to meet our anticipated needs for
working capital and capital equipment for at least 12 months
following the proposed offering. In the event we are unable to
complete the proposed offering, we will need to find alternative
sources of financing in order to remain a going concern. Potential
sources include our financing agreement with Silicon Valley Bank
and public or private sales of equity or debt securities. We may
also consider sales of assets to raise additional cash. If we use
a significant portion of the net proceeds from an offering to
acquire a company, technology or product, we may need to raise
additional debt or equity capital.
      
"During fiscal 2003, we acquired four companies, downsized our
workforce and restructured our business and balance sheet to
improve operating cash flow. We plan to continue to look for
efficiencies and redundancies to maximize our cash flow. Our cash
flow estimates are based upon attaining certain levels of sales,
maintaining budgeted levels of operating expenses, collections of
accounts receivable and maintaining our current borrowing line
with Silicon Valley Bank among other assumptions, including the
improvement in the overall macroeconomic environment. However
there can be no assurance that we will be able to meet such cash
flow estimates. Our sales estimate includes revenue from new and
existing customers which may not be realized and we may be
required to further reduce expenses if budgeted sales are not
attained. We may be unsuccessful in reducing expenses in
proportion to any shortfall in projected sales and our estimate of
collections of accounts receivable may be hindered by our
customers' ability to pay."


NEW VISUAL: Strained Liquidity Raises Going Concern Doubt
---------------------------------------------------------
New Visual Corporation was incorporated under the laws of the
State of Utah on December 5, 1985.  In November of 1999, the
Company began to focus its business activities on the development
of new content telecommunications technologies. Pursuant to such
plan, in February of 2000, the Company acquired New Wheel
Technology, Inc., a development stage, California-based,
technology company, which now operates as the Company's wholly-
owned subsidiary, NV Technology, Inc., a Delaware corporation.  
As a result of the change in business focus, the Company became a
development stage entity commencing November 1, 1999. With the
completion of the film "Step Into Liquid" and its revenue
generation during the fourth quarter of fiscal 2003 the Company
was no longer considered a development stage entity.

The Company operates in two business segments, the production of
motion pictures, films and videos (the "Entertainment Segment")
and development of new content telecommunications technologies
(the "Telecommunication Segment"). The success of the Company's
Entertainment Segment is dependent on future revenues from the
film "Step Into Liquid." The success of the Telecommunications
Segment is dependent on the Company's ability to successfully
commercialize its semiconductor technology.

Through its subsidiary NV Entertainment the Company recorded
operating revenues for its Entertainment Segment, but may continue
to report operating losses for this segment. The
Telecommunications Segment will have no operating revenues until
successful commercialization of its developed technology, but will
continue to incur substantial operating expenses, capitalized
costs and operating losses.

The Company's condensed consolidated financial statements have
been prepared assuming that the Company will continue as a going-
concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business.
However, for the six and three months ended April 30, 2004, the
Company incurred net losses of $2,414,767 and $982,580,
respectively.  In addition, the Company had a working capital
deficiency of $3,311,310 as of April 30, 2004.  The Company has
limited capital resources and requires additional funding in order
to sustain its operations, accomplish its growth objectives and
market its planned products and services.  There is no assurance
that the Company can reverse its operating losses, or that it can
raise additional capital to allow it to maintain operations or
expand its planned operations.  These factors raise substantial
doubt about the Company's ability to continue as a going concern.

The Company needs to raise a minimum of $400,000 on an immediate
basis in order to maintain its operations as presently conducted
through fiscal 2004.  The Company has no commitments for any such
financing, and there can be no assurance that the financing will
be available to it on commercially acceptable terms, or at all.
The inability to obtain such financing will have a material
adverse effect on New Visual's business, its operations and future
business prospects.  It is also anticipated that any successful
financing will have a significant dilutive effect on existing
stockholders.


NEW WEATHERVANE: Panel Taps Jaspan Schlesinger as Local Counsel
---------------------------------------------------------------
The Official Unsecured Creditors Committee appointed in New
Weathervane Retail Corp., and its debtor-affiliates' cases asks
the U.S. Bankruptcy Court for the District of Delaware for
permission to employ Jaspan Schlesinger Hoffman LLP as its local
counsel.

The Committee selected Jaspan Schlesinger as its local counsel
because of the firm's experience and knowledge in the field of
bankruptcy and creditors' rights.

Jaspan Schlesinger will:

   (i) advise the Committee and representing it with respect to
       proposals and pleadings submitted by the Debtor or others
       to the Court or the Committee;

  (ii) represent the Committee with respect to any plans Of
       reorganization or disposition of assets proposed in these
       cases;

(iii) attend hearings, drafting pleadings and generally
       advocating positions which further the interests of the
       creditors represented by the Committee;

  (iv) assist in the examination of the Debtor's affairs and a
       review of their operations;

   (v) advise the Committee as to the progress of the Chapter 11
       cases; and

  (vi) perform such other professional services as are in the
       best interests of those represented by the Committee.

Jaspan Schlesinger intends to work closely with Kronish Lieb
Weiner & Hellman LLP to ensure that there is no unnecessary
duplication of services performed.

Frederick B. Rosner, Esq., a partner of Jaspan Schlesinger reports
that the firm professional hourly rates are:

         Designation         Billing Rate
         -----------         ------------
         paralegals          $140 per hour
         associates          $250 per hour
         partners            $350 per hour

Headquartered in New Britain, Connecticut, New Weathervane Retail
Corporation -- http://www.wvane.com/-- is a Women's specialty  
retailer.  The Company filed for chapter 11 protection on June 3,
2004 (Bankr. Del. Case No. 04-11649).  William R. Firth, III,
Esq., at Pepper Hamilton LLP, represents the Debtors in their
restructuring efforts.  When the Company filed for protection from
their creditors, they listed $28,710,000 in total assets and
$24,576,000 in total debts.


NOMURA ASSET: S&P Affirms Low B-Rating on Class 1-M-3 Certificates
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 15
classes of certificates from three transactions issued by Nomura
Asset Securities Corp.  Approximately $14.3 million in
certificates are affected.

The affirmations are based on current credit support levels that
are sufficient to maintain the ratings. Current credit support
percentages on certificates not currently rated 'AAA' range from
1.03x to 3.19x their original amounts. Credit enhancement for
these transactions is provided through subordination of the junior
classes.

The performance of these transactions has been adequate. As of the
July 25, 2004 distribution date, delinquencies ranged from 0.0% to
15.91% of the current pool balances. Additionally, 90-plus day
delinquencies ranged from 0.0% to 9.08%. Cumulative losses ranged
from 0.01% to 4.06% the original pool balances.

The underlying collateral for these transactions are mostly fixed-
and adjustable-rate, first-lien, 15- to 30-year mortgage loans on
single-family homes.
   
                           Ratings Affirmed
   
                     Nomura Asset Securities Corp.
   
            Series   Class                         Rating
            ------   -----                         ------
            1994-1   A-6, A-11, A-12, A-13         AAA
            1994-2   1-IO, 2A, 2IO, 1-M-1, 2-M-1   AAA
            1994-2   1-M-2                         AA+
            1994-2   2-M-2                         BBB
            1994-2   1-M-3                         B
            1994-3   IO, PO                        AAA
            1994-3   M-3                           AA-


OWENS CORNING: Wants to Make $Redacted Pension Plan Contributions
-----------------------------------------------------------------
For decades, Owens Corning and its debtor-affiliates and
subsidiaries have sponsored pension plans to provide retirement
income to eligible employees, which are embodied in a merged
pension plan called the Owens Corning Merged Retirement
Plan.  The Pension Plan is an Employee Retirement Income Security
Act of 1974 defined benefit pension plan qualified under the
Internal Revenue Code.  The Pension Plan has approximately 30,200
participants.

The Pension Plan covers eligible salaried and hourly employees.
When a Plan Participant retires, the Pension Plan provides a
pension benefit based on formulas stated in the plan document.  A
participant's benefit, whether paid as an annuity or lump sum, is
independent of the Pension Plan's investment performance.

For most participating hourly employees, the benefit formulas
typically provide a monthly pension at retirement of a certain
dollar amount multiplied by years of service.  The retirement
formula varies by employee group and can be different for past and
future years of service.  For most hourly employees, benefits
earned for service after January 1, 1995 can only be received in
the form of an annuity.  A lump sump option may be available on
benefits earned prior to January 1, 1995.

Prior to January 1, 1996, salaried employees were covered by a
traditional final average pay pension formula.  The formula
provided a monthly benefit at retirement based on a percentage
determined by the average compensation earned over the prior three
years.

On January 1, 1996, the salaried pension formula was converted to
a cash balance formula.  Cash balance accounts work like savings
accounts.  They grow monthly by Pay/Service Credits and Interest
Credits.  The Pay/Service Credits are based on defined percentages
of covered compensation or defined dollar amounts.  The Interest
Credits are based on five-year U.S. Treasury rates.  When the
employment relationship ends, participants may receive the value
of their benefit in a lump sum or an annuity.

Both the ERISA and the IRC mandate that every employer maintaining
a qualified benefit plan must make minimum funding contributions
if the plan funding falls below certain levels.  Failure to pay
required minimum funding contributions to an ERISA plan may result
in termination of a plan, loss of tax qualification, loss of tax
deductions, or taxable income to participants.

Section 412 of the Internal Revenue Code compels Watson Wyatt
Worldwide, the Pension Plan's actuary, to determine annually
whether the required minimum funding contributions must be made
and in what amount.  In this regard, Watson projected that the
Debtors will be required to make:

    -- $[redacted] in mandatory minimum funding contributions from
       2004 to 2008, assuming the Pension Plan experience matches
       actuarial assumptions:

            Projected Minimum Contribution Requirements

           Calendar Year         Contribution [Redacted]
           -------------         -----------------------
               2004                    $[redacted]
               2005                    $[redacted]
               2006                    $[redacted]
               2007                    $[redacted]
               2008                    $[redacted]
               PBGC                    $[redacted]
                                 -----------------------
               TOTAL                   $[redacted]

       plus

    -- $[redacted] variable premiums to the Pension Benefit
       Guaranty Corporation over the next five years.

Watson also projected that to avoid payment of PBGC variable rate
premiums and required participant notices under ERISA Section
4011, the Debtors will have to make these contributions from 2004
through 2008 to satisfy the funding criteria:

        Projected Contribution to Satisfy Funding Criteria

           Calendar Year         Contribution [Redacted]
           -------------         -----------------------
               2004                    $[redacted]
               2005                    $[redacted]
               2006                    $[redacted]
               2007                    $[redacted]
               2008                    $[redacted]
                                 -----------------------
               TOTAL                   $[redacted]

The Debtors ask the United States Bankruptcy Court for the
District of Delaware to authorize Owens Corning to contribute
$[redacted] to the Pension Plan on or before September 15, 2004,
thereby substantially reducing the otherwise projected required
contributions over the five-year period.

Norman L. Pernick, Esq., at Saul & Ewing LLP, in Wilmington,
Delaware, relates that the reduction in the projected aggregate
contributions over the Projection Period is achieved by avoiding
the very large mandatory minimum contributions that would
otherwise be projected to be required in subsequent years.  This
is done by increasing the Plan's Current Liability Funding Ratio
as defined in Section 412(l)(9)(C) of the Internal Revenue Code
from [redacted]% to [redacted]% as of January 1, 2004.  This in
turn:

       (i) exempts the Plan from participant notices for 2004 and
           2005;

      (ii) eliminates the PBGC variable rate premium payment for
           the 2004 plan year; and

     (iii) allows the Pension Plan's assets to grow and compound
           over time on a tax-free basis.

Headquartered in Toledo, Ohio, Owens Corning --
http://www.owenscorning.com-- manufactures fiberglass insulation,  
roofing materials, vinyl windows and siding, patio doors, rain
gutters and downspouts.  The Company filed for chapter 11
protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).  
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom
represents the Debtors in their restructuring efforts.  On Jun 30,
2001, the Debtors listed $6,875,000,000 in assets and
$8,281,000,000 in debts. (Owens Corning Bankruptcy News, Issue No.
80; Bankruptcy Creditors' Service, Inc., 215/945-7000)   


OWENS-ILLINOIS INC: S&P Affirms BB- Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Owens-Illinois Inc. and removed it from
CreditWatch where it was placed on Feb. 19, 2004. The outlook is
negative.

Toledo, Ohio-based Owens-Illinois' total debt was $6.7 billion at
June 30, 2004. Concurrently, following the completion of Owens-
Illinois' acquisition of France-based BSN Glasspack S.A. in June
2004, the corporate credit rating on BSN Glasspack is raised to
'BB-' from 'B+' and the ratings on BSN's ?180 million 10.25% notes
due 2009 and ?160 million 9.25% subordinated notes due 2009 are
raised to 'B' from 'B-'.

"The rating actions follow the completion of the company's
debt-financed acquisition of BSN Glasspack, and the company's
announcement that it has signed a definitive agreement to sell its
blow-molded plastic container operations to Graham Packaging Co.
for $1.2 billion," said Standard & Poor's credit analyst Liley
Mehta.

The blow-molded plastic container operations being sold had 2003
sales of $1.1 billion across North America, Europe and South
America serving the food, beverage, household, chemical, and
personal care markets. The proposed transaction is subject to
regulatory approval and is expected to close in the fourth quarter
of 2004. The announced sale removes considerable uncertainty
regarding the timing and valuation of these assets, and the higher
than previously expected sale proceeds would substantially offset
the BSN acquisition-related debt increase. Moreover, the recent
appointment of a Chief Executive Officer has also been an
important development with regard to the establishment of long-
term business goals and financial policy objectives. Actions to
curtail capital spending and improve working capital management
are expected to result in higher than previously expected free
cash generation in 2004 and beyond.

The ratings on Owens-Illinois and its related entities reflect its
aggressive financial profile, subpar credit measures, and
meaningful concerns regarding its asbestos liability. These
factors are offset by an above-average business position and
attractive profitability. Owens-Illinois' business risk profile
reflects the company's preeminent market position, which is
bolstered by advanced production technology, operating efficiency,
and the relatively recession-resistant nature of many of its
packaging products. Owens-Illinois' financial results reflect
exposure to changing conditions in regional economies and the
vagaries of currency swings, but the breadth of operations tends
to provide more stability during the business cycle than that of
many other industrial companies.

Owens-Illinois is the largest manufacturer of glass containers in
North America, South America, Australia, and New Zealand, and the
largest in Europe, following the recently completed BSN
acquisition. The company is publicly held and Kohlberg Kravis
Roberts & Co. owns about 25% of the stock.


PACIFIC GAS: Wants to Settle Williams Claims for $69.3 Million
--------------------------------------------------------------
On November 13, 2003, Pacific Gas and Electric Company and a
number of its creditors holding Class 6 claims under the
reorganization plan entered into a stipulation wherein PG&E agreed
to deposit $1,600,000,000 in a disputed claims escrow account to
be held on account of Class 6 Claims only.  The Class 6
Stipulation further provided that any reduction in the amount
deposited in the escrow would be made "only upon order of the
Bankruptcy Court pursuant to a reasonably noticed motion."

On March 5, 2004, the United States Bankruptcy Court for the
Northern District of California approved the Disputed Claims
Escrow Accounts.  Pursuant to the Escrow Order, PG&E established a
separate escrow account for disputed Claims in Class 6 aggregating
$1,600,000,000.

PG&E has entered into a settlement with one of the Class 6
Claimants and now seeks to withdraw $69,348,300 from the Class 6
Escrow, based on the settlement.

                      The Williams Settlement

Janet A. Nexon, Esq., at Howard, Rice, Nemerovski, Canady, Falk &
Rabkin, in San Francisco, California, relates that on July 2,
2004, the Federal Energy Regulatory Commission approved a
settlement between The Williams Companies, Inc., Williams Power
Company, Inc., and PG&E, among other parties.  As set forth in the
FERC Order, the Williams Settlement is "based upon a calculation
and allocation of Williams' total refund amounts associated with
its spot sales into markets operated by the California Independent
System Operator Corporation and the California Power Exchange for
the period from October 2, 2000 to June 20, 2001," and resolves
all claims within the May 1, 2000 to October 1, 2000 "pre-refund
Period."

The Williams Settlement provides that certain parties to the
settlement, the "Deemed Distribution Participants," including
PG&E, will not receive cash distributions on account of the
settlement.  Rather, the portion of the settlement amount
allocated to each Deemed Distribution Participant will be deemed a
set-off to amounts payable by that Deemed Distribution Participant
to the PX, and will result in a corresponding reduction in the
amounts payable to Williams by the PX.  The amount of the set-off
for each Deemed Distribution Participant will equal the portion of
the settlement amount allocated to that Deemed Distribution
Participant.

Ms. Nexon relates that notwithstanding restrictions on cash
payments to Deemed Distribution Participants, the FERC Order
approving the Williams Settlement will give PG&E the right,
subject to approval by the Bankruptcy Court, to withdraw funds in
an amount equal to PG&E's allocated portion of the settlement
amount from the PG&E bankruptcy escrow.  The amount allocated to
PG&E's benefit under the Williams Settlement is $69,348,330.

Accordingly, the PG&E Refund Amount will be applied as a credit by
the PX, thereby reducing PG&E's obligations to the PX with respect
to the Class 6 Claims.  In accordance with the Plan, the amount
will be applied by PG&E to reduce the regulatory asset, which, in
turn, will reduce the rates of PG&E ratepayers.

Ms. Nexon explains that because the set-off of the Refund Amount
by the PX under the Williams Settlement will have the effect of
reducing PG&E's total obligations to Class 6 Claimants, it is
appropriate for PG&E to reduce the amount in the Class 6 Escrow in
a like amount.  The FERC Order provides that PG&E is directed to
request Court approval for the disbursal of funds from the PG&E
escrow account.

PG&E asks the Court for permission to reduce the amount in the
Class 6 Escrow by $69,348,330, and direct the escrow agent for the
Class 6 Escrow account to release the funds to PG&E.

Headquartered in San Francisco, California, Pacific Gas and
Electric Company -- http://www.pge.com/-- a wholly-owned  
subsidiary of PG&E Corporation (NYSE:PCG), is one of the largest
combination natural gas and electric utilities in the United
States.  The Company filed for Chapter 11 protection on April 6,
2001 (Bankr. N.D. Calif. Case No. 01-30923).  James L. Lopes,
Esq., William J. Lafferty, Esq., and Jeffrey L. Schaffer, Esq., at
Howard, Rice, Nemerovski, Canady, Falk & Rabkin represent the
Debtors in their restructuring efforts.  On June 30, 2001, the
Company listed $23,216,000,000 in assets and  $22,152,000,000 in
debts. (Pacific Gas Bankruptcy News, Issue No. 80; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


PARMALAT GROUP: Inks Consent Judgment Settling SEC's Civil Suit
---------------------------------------------------------------
The Securities and Exchange Commission filed an amended complaint
in its lawsuit against Parmalat Finanziaria SpA in U.S. District
Court in the Southern District of New York.  The amended complaint
alleges that the company engaged in one of the largest financial
frauds in history and defrauded U.S. institutional investors when
it sold them more than $1 billion in debt securities in a series
of private placements between 1997 and 2002.  Simultaneously with
the filing of the amended complaint, Parmalat Finanziaria
consented to the entry of a final judgment settling the
Commission's action against it.  The settlement is subject to the
Court's entry of the proposed judgment.

The complaint the Commission filed alleges the following, among
other things:

      -- Parmalat Finanziaria consistently overstated its level of
         cash and marketable securities. For example, at year-end
         2002, Parmalat Finanziaria overstated its cash and
         marketable securities by at least EUR2.4 billion.  As of
         year-end 2003, Parmalat Finanziaria had overstated its
         assets by at least EUR3.95 billion (approximately
         $4.9 billion).

      -- As of September 30, 2003, Parmalat Finanziaria had
         understated its reported debt of EUR6.4 billion by at
         least EUR7.9 billion.  Parmalat Finanziaria used various
         tactics to understate its debt, including:

         (a) eliminating approximately EUR3.3 billion of debt held
             by one of its nominee entities;

         (b) recording approximately EUR1 billion of debt as
             equity through fictitious loan participation
             agreements;

         (c) removing approximately EUR500 million of liabilities
             by falsely describing the sale of certain receivables
             as non-recourse, when in fact the company retained an
             obligation to ensure that the receivables were
             ultimately paid;

         (d) improperly eliminating approximately EUR300 million
             of debt associated with a Brazilian subsidiary during
             the sale of the subsidiary;

         (e) mischaracterizing approximately EUR300 million of
             bank debt as intercompany debt, thereby
             inappropriately eliminating it in consolidation;

         (f) eliminating approximately EUR200 million of Parmalat
             SpA payables as though they had been paid when, in
             fact, they had not; and

         (g) not recording a liability of approximately EUR400
             million associated with a put option.

      -- Between 1997 and 2003, Parmalat SpA transferred
         approximately EUR350 million to various businesses owned
         and operated by Tanzi family members.

      -- Parmalat Finanziaria transferred uncollectible and
         impaired receivables to "nominee" entities, where their
         diminished or nonexistent value was hidden.  As a result,
         Parmalat Finanziaria carried assets at inflated values
         and avoided the negative impact on its income statement
         that would have been associated with a proper reserve or
         write-off of bad debt.

      -- Parmalat Finanziaria used these same nominee entities to
         fabricate non-existent financial operations intended to
         offset losses of its operating subsidiaries.  For
         example, if a subsidiary experienced losses due to
         exchange rate fluctuations, the nominee entity would
         fabricate foreign exchange contracts to offset the
         losses.  Similarly, if a subsidiary had exposure due to
         interest rate fluctuations, the nominee entity would
         fabricate interest rate swaps to curb the exposure.

      -- Parmalat Finanziaria used the nominee entities to
         disguise intercompany loans from one subsidiary to
         another subsidiary that was experiencing operating
         losses.  Specifically, a loan from one subsidiary would
         be made to another subsidiary operating at a loss.  The
         recipient then improperly applied the loan proceeds to
         offset its expenses and thereby increase the appearance
         of profitability.  As a result, rather than have a
         neutral effect on the consolidated financials, the loan
         transaction served to inflate both assets and net income.

      -- Parmalat Finanziaria recorded fictional revenue through
         sales by its subsidiaries to controlled nominee entities
         at inflated or entirely fictitious amounts.  In order to
         avoid unwanted scrutiny due to the aging of the
         receivables associated with these fictitious or
         overstated sales, the related receivables would be
         transferred or sold to nominee entities.

In its consent, Parmalat Finanziaria has agreed, without admitting
or denying the allegations of the amended complaint, to be
permanently enjoined from violating Section 10(b) of the
Securities Exchange Act of 1934 and Exchange Act Rule 10b-5, as
well as Section 17(a) of the Securities Act of 1993.  In addition,
Parmalat Finanziaria has agreed to adopt changes to its corporate
governance to promote future compliance with the federal
securities laws, including:

      (1) adopting by-laws providing for governance by a
          shareholder-elected board of directors, the majority of
          whom will be independent and serve finite terms;

      (2) specifically delineating in the by-laws the duties of
          the board of directors;

      (3) adopting a Code of Conduct governing the duties and
          activities of the board of directors;

      (4) adopting an Insider Dealing Code of Conduct; and

      (5) adopting a Code of Ethics.

The by-laws will also require that the positions of chairman of
the board of directors and managing director be held by two
separate individuals.  Parmalat Finanziaria's consent also
provides for the continuing jurisdiction of the U.S. District
Court to enforce its provisions.

The Commission's investigation into federal securities law
violations related to the fraud at Parmalat Finanziaria is
continuing.

A full-text copy of the SEC's revised complaint is available for
free at:

    http://www.sec.gov/litigation/complaints/comp18803.pdf

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion  
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese,  butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located  
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-
11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP represent the Debtors in their
restructuring efforts.  On June 30, 2003, the Debtors listed
EUR2,001,818,912 in assets and EUR1,061,786,417 in debts.
(Parmalat Bankruptcy News, Issue No. 25; Bankruptcy Creditors'
Service, Inc., 215/945-7000)   


PEGASUS SATELLITE: Wants to Hire King & Spalding as Corp. Counsel
-----------------------------------------------------------------
Pegasus Satellite Communications, Inc. and its debtor-affiliates
and subsidiaries anticipate that during the course of their
Chapter 11 proceeding, they may engage in discussions relating to
certain strategic transactions, like a possible sale of some or
all of their assets, a financial restructuring, a possible joint
venture, or a strategic merger.  Thus, the Debtors will require
the services of a special corporate counsel with extensive
experience in complex transactional matters, along with strength
in other associated practice areas, including corporate finance,
banking, tax, antitrust and employee benefits law.

The Debtors seek permission of the United States Bankruptcy Court
for the District of Maine to employ King & Spalding, LLP, nunc pro
tunc to the Petition Date, as their special corporate and
transactional counsel in their Chapter 11 cases.

The Debtors believe that King & Spalding is particularly well
qualified to act as their special corporate and transactional
counsel based on its extensive experience with corporate and
transactional issues and its familiarity with the Debtors and
their business, operations and capital structure.  King & Spalding
has been advising the Debtors' parent company, Pegasus
Communications Corporation, a non-debtor entity, on various issues
since 1998.

The Debtors agree that the firm may continue to represent Pegasus
Communications in matters not substantially related to its work
for the Debtors, so long as the interests of Pegasus
Communications and the Debtors do not become materially adverse to
each other.  If an actual conflict of interest develops, King &
Spalding will discontinue rendering services to the Debtors solely
with respect to the matter where conflict exists.

The Debtors will pay King & Spalding for its legal services on an
hourly basis in accordance with ordinary and customary rates:

            Partners                    $380 - 675
            Associates                   215 - 380
            Paralegals                   100 - 185

John L. Graham, a partner at King & Spalding, assures Judge Haines
that the firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.  Mr. Graham asserts
that the firm does not represent or hold any interest adverse to
the Debtors or to the estate with respect to the matters on which
it is being employed.

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)    


PINNACLE ENT: S&P Assigns B+ Rating to Proposed $350M Bank Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on casino
owner and operator Pinnacle Entertainment Inc. to positive from
stable.

At the same time, Standard & Poor's assigned its 'B+' rating and a
recovery rating of '1' to Pinnacle's proposed $350 million senior
secured bank facility, indicating Standard & Poor's expectation
that the lenders would realize full recovery of principal in the
event of default. This facility is secured by a first priority
interest in substantially all assets of Pinnacle and its domestic
subsidiaries. The bank loan is rated one notch above the corporate
credit rating. Proceeds from the proposed bank facility will be
used to refinance the company's existing credit facilities, to
help provide funding for several of the company's planned capital
investments, including the Lake Charles development project, and
for general corporate purposes.

At the same time, Standard & Poor's affirmed its 'B' corporate
credit and 'CCC+' subordinated debt ratings on Las Vegas, Nev.-
based Pinnacle. The rating on the company's existing senior
secured bank facility will be withdrawn once the new facility is
funded. Total debt outstanding at March 31, 2004, was $656
million.

"The outlook revision reflects Pinnacle's steadily improved
operating results over the past several quarters and Standard &
Poor's expectation that this trend is likely to continue in the
near term," said Standard & Poor's credit analyst Michael Scerbo.
"In addition, the company has completed several liquidity
enhancing transactions over the past few quarters that provide
ample funding for the completion, and ramping up, of its ongoing
Lake Charles development."


PG&E NATIONAL: Affiliate to Pay Bethesda Place $11.8M Under Lease
-----------------------------------------------------------------
Pursuant to Section 363 of the Bankruptcy Code and Rule 9019 of
the Federal Rules of Bankruptcy Procedure, National Energy & Gas
Transmission, Inc., sought and obtained the permission of the
United States Bankruptcy Court of the District of Maryland to
modify an existing real property lease and to make certain
payments under the Lease Modification.

                             The Lease

Power Services Company, a non-debtor affiliate of NEG, is a tenant
of all the office and retail space, including a parking garage, in
an 11-story office building commonly referred to as Bethesda Place
II at 7600 Wisconsin Avenue in Bethesda, Maryland.  The lease is
dated June 25, 1998.

The Lease has been amended on numerous occasions, including by:

    (a) a letter agreement dated June 2, 2000,
    (b) a letter agreement dated June 6, 2001, and
    (c) a First Amendment to Lease dated March 25, 2003.

The landlord under the Lease is Bethesda Place II Limited
Partnership.  An affiliate of the Landlord, Bethesda Place
Limited Partnership, also known as Bethesda Place I Limited
Partnership, owns a building at 7700 Wisconsin Avenue, which is
adjacent to the 7600 Building.  Bethesda Place Limited Partnership
joined in the execution of the Lease as the "Adjacent Building
Landlord," primarily for granting certain expansion rights to
Power Services for office space in the 7700 Building.

Power Services' obligations under the Lease are guaranteed by
National Energy Power Company, LLC, a non-debtor affiliate of
NEG, by virtue of a guarantee dated June 25, 1998.

Pursuant to the Lease, Power Services was granted certain options
to expand into certain office space as the space became available
in the 7700 Building, and upon the occurrence of certain
conditions, including a written notice -- the Put Notice -- from
Bethesda Place Limited Partnership, Power Services would become
obligated to lease two floors of the 7700 Building for a term
ending on October 31, 2012, defined as the "Must-Take Space".

Bethesda Place Limited Partnership sent the Put Notice to Power
Services on December 1, 2003.  Accordingly, pursuant to the
Lease, Power Services is obligated to rent the Must-Take Space.
Moreover, Power Services has previously entered into four
subleases under which 43% of the 7600 Building has been subleased
to others.

                        The Modifications

Power Services and Bethesda Place II Limited have negotiated
certain modifications to the Lease to resolve several issues.
Under the Modified Lease, the parties agree that:

    * Power Services does not have any need for the Must-Take
      Space.

      Under the Lease, the potential gross rental obligation for
      the Must-Take Space over the next eight years is estimated
      to be in excess of $19,000,000, which Power Services
      believes exceeds the fair rental value of the Must-Take
      Space that Power Services might obtain if it were able to
      sublet the Must-Take Space.  In exchange for a $4,327,799
      payment by Power Services to Bethesda Place Limited
      Partnership -- NEG will fund that payment by down-streaming
      funds to Power Services -- that amount to be reduced by
      amounts paid by Power Services on account of the Must-Take
      Space before the actual payment pursuant to the Modification
      Agreement, and a surrender of any expansion rights, Bethesda
      Place II Limited and Bethesda Place Limited Partnership will
      release Power Services and National Energy Power from any
      obligations with respect to the Must-Take Space.

    * Power Services does not anticipate needing any space in the
      7600 Building after June 30, 2005.

      Subject to the assignment of subleased portions of the
      premises, Bethesda Place II Limited will change the
      expiration of the term of the Lease from October 31, 2012 to
      June 30, 2005, insofar as it relates to the Occupied Space
      -- that portion of the space in the 7600 Building not
      included as part of the Sublet Space -- and to release Power
      Services from any obligation to restore most of those items
      listed in the June 2001 Letter.

Effective June 30, 2004, Bethesda Place II Limited is willing to:

    (a) accept the assignment of the Subleases from Power
        Services;

    (b) release Power Services and the National Energy Power from
        any further liability with respect to the Subleases and
        the Sublet Space; and

    (c) indemnify Power Services from any further liability as
        sublessor under the Subleases and the Sublet Space.

As a result, Power Services' obligations under the Lease after
June 30, 2004 will be only for the Occupied Space.

Additionally, Power Services no longer has a need to lease the
entire garage located in the 7600 Building.  Bethesda Place II
Limited will also release Power Services from its obligation to
lease and maintain the Garage and to permit Power Services to
lease parking spaces in the Garage based on the amount of space it
occupies in the 7600 Building after July 1, 2004.

Bethesda Place II Limited and Power Services agreed that with
regard to the Occupied Space, in the event Bethesda Place II
Limited identifies new qualified tenants to lease entire-floor
portions of the Occupied Space, Power Services will use reasonable
efforts to vacate those portions of the Occupied Space even before
June 30, 2005, and Bethesda Place II Limited will release Power
Services from any future obligation related to the vacated space.

In the event of a sale by Power Services or NEG of assets or
subsidiaries to a qualified purchaser where the qualified
purchaser desires to lease entire-floor portions of the Occupied
Space under certain specified terms and conditions, Bethesda Place
II Limited will enter into a lease with a Purchaser Tenant to be
effective on July 1, 2005.

Under the terms of the Modification Agreement, Power Services will
continue to pay the electricity charges for the entire 7600
Building, including the Sublet Space, through June 30, 2005, and
Bethesda Place II Limited will reimburse Power Services for
amounts due from subtenants under the Subleases and New Tenants on
account of electricity charges.

                            The Payment

Under the Lease, the potential gross rental obligation for the
Occupied Space and the Garage until 2012 is estimated to exceed
$52,500,000.  This exceeds the fair rental value that Power
Services might obtain if it were able to sublet the Occupied Space
and the Garage.

The Lease Modification provides that Power Services will pay
$11,844,000 to Bethesda Place II Limited.  Of the $11,844,000,
$5,000,000 will be placed in escrow.  The Escrow Amount will be
held by LaSalle Bank and will be released to Power Services on or
before July 6, 2005:

    (a) $1,500,000 for each of the first two full floors of the
        Occupied Premises leased by Purchaser Tenants on or before
        June 30, 2005 up to a maximum of $3,000,000; plus

    (b) in the event more than two full floors of the Occupied
        Premises will be leased by Purchaser Tenants on or before
        June 30, 2005, $1,000,000 for each of the next two full
        floors so leased, up to a maximum of $5,000,000 in the
        aggregate.

To the extent Purchaser Leases are not entered into by Purchaser
Tenants by June 30, 2005, then the balance of the Escrow Amount,
if any, will be released to Bethesda Place II Limited.

Martin T. Fletcher, Esq., at Whiteford, Taylor & Preston, LLP, in
Baltimore, Maryland, explains that Bethesda Place II Limited
entered into the Lease Modification to:

    (1) accomplish the reduction in the size of the premises
        leased by Power Services;

    (2) change the expiration of the Lease with respect to the
        Occupied Space from October 31, 2012 to June 30, 2005;

    (3) release Power Services of obligations to restore many of
        the items set forth in the June 2001 Agreement;

    (4) provide for the release of Power Services and National
        Energy Power from any further liability with respect to
        the Lease after June 30, 2005;

    (5) release Power Services from its obligation to lease and
        maintain the entire garage in the 7600 Building;

    (6) allow Power Services to vacate certain portions of the
        Occupied Space before the expiration of the Lease to the
        extent the Landlord identifies new tenants for the space;
        and

    (7) agree to refund to Power Services certain portions of the
        Premises Payment if one or more Purchaser Tenants enter
        into a lease with Landlord.

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- develops, builds, owns and operates  
electric generating and natural gas pipeline facilities and
provides energy trading, marketing and risk-management services.  
The Company filed for Chapter 11 protection on July 8, 2003
(Bankr. D. Md. Case No. 03-30459).  Matthew A. Feldman, Esq.,
Shelley C. Chapman, Esq., and Carollynn H.G. Callari, Esq., at
Willkie Farr & Gallagher represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $7,613,000,000 in assets and
$9,062,000,000 in debts. (PG&E National Bankruptcy News, Issue No.
25; Bankruptcy Creditors' Service, Inc., 215/945-7000)    


Pursuant to Section 363 of the Bankruptcy Code and Rule 9019 of
the Federal Rules of Bankruptcy Procedure, National Energy & Gas
Transmission, Inc., sought and obtained the permission of the
United States Bankruptcy Court of the District of Maryland to
modify an existing real property lease and to make certain
payments under the Lease Modification.

                             The Lease

Power Services Company, a non-debtor affiliate of NEG, is a tenant
of all the office and retail space, including a parking garage, in
an 11-story office building commonly referred to as Bethesda Place
II at 7600 Wisconsin Avenue in Bethesda, Maryland.  The lease is
dated June 25, 1998.

The Lease has been amended on numerous occasions, including by:

    (a) a letter agreement dated June 2, 2000,
    (b) a letter agreement dated June 6, 2001, and
    (c) a First Amendment to Lease dated March 25, 2003.

The landlord under the Lease is Bethesda Place II Limited
Partnership.  An affiliate of the Landlord, Bethesda Place
Limited Partnership, also known as Bethesda Place I Limited
Partnership, owns a building at 7700 Wisconsin Avenue, which is
adjacent to the 7600 Building.  Bethesda Place Limited Partnership
joined in the execution of the Lease as the "Adjacent Building
Landlord," primarily for granting certain expansion rights to
Power Services for office space in the 7700 Building.

Power Services' obligations under the Lease are guaranteed by
National Energy Power Company, LLC, a non-debtor affiliate of
NEG, by virtue of a guarantee dated June 25, 1998.

Pursuant to the Lease, Power Services was granted certain options
to expand into certain office space as the space became available
in the 7700 Building, and upon the occurrence of certain
conditions, including a written notice -- the Put Notice -- from
Bethesda Place Limited Partnership, Power Services would become
obligated to lease two floors of the 7700 Building for a term
ending on October 31, 2012, defined as the "Must-Take Space".

Bethesda Place Limited Partnership sent the Put Notice to Power
Services on December 1, 2003.  Accordingly, pursuant to the
Lease, Power Services is obligated to rent the Must-Take Space.
Moreover, Power Services has previously entered into four
subleases under which 43% of the 7600 Building has been subleased
to others.

                        The Modifications

Power Services and Bethesda Place II Limited have negotiated
certain modifications to the Lease to resolve several issues.
Under the Modified Lease, the parties agree that:

    * Power Services does not have any need for the Must-Take
      Space.

      Under the Lease, the potential gross rental obligation for
      the Must-Take Space over the next eight years is estimated
      to be in excess of $19,000,000, which Power Services
      believes exceeds the fair rental value of the Must-Take
      Space that Power Services might obtain if it were able to
      sublet the Must-Take Space.  In exchange for a $4,327,799
      payment by Power Services to Bethesda Place Limited
      Partnership -- NEG will fund that payment by down-streaming
      funds to Power Services -- that amount to be reduced by
      amounts paid by Power Services on account of the Must-Take
      Space before the actual payment pursuant to the Modification
      Agreement, and a surrender of any expansion rights, Bethesda
      Place II Limited and Bethesda Place Limited Partnership will
      release Power Services and National Energy Power from any
      obligations with respect to the Must-Take Space.

    * Power Services does not anticipate needing any space in the
      7600 Building after June 30, 2005.

      Subject to the assignment of subleased portions of the
      premises, Bethesda Place II Limited will change the
      expiration of the term of the Lease from October 31, 2012 to
      June 30, 2005, insofar as it relates to the Occupied Space
      -- that portion of the space in the 7600 Building not
      included as part of the Sublet Space -- and to release Power
      Services from any obligation to restore most of those items
      listed in the June 2001 Letter.

Effective June 30, 2004, Bethesda Place II Limited is willing to:

    (a) accept the assignment of the Subleases from Power
        Services;

    (b) release Power Services and the National Energy Power from
        any further liability with respect to the Subleases and
        the Sublet Space; and

    (c) indemnify Power Services from any further liability as
        sublessor under the Subleases and the Sublet Space.

As a result, Power Services' obligations under the Lease after
June 30, 2004 will be only for the Occupied Space.

Additionally, Power Services no longer has a need to lease the
entire garage located in the 7600 Building.  Bethesda Place II
Limited will also release Power Services from its obligation to
lease and maintain the Garage and to permit Power Services to
lease parking spaces in the Garage based on the amount of space it
occupies in the 7600 Building after July 1, 2004.

Bethesda Place II Limited and Power Services agreed that with
regard to the Occupied Space, in the event Bethesda Place II
Limited identifies new qualified tenants to lease entire-floor
portions of the Occupied Space, Power Services will use reasonable
efforts to vacate those portions of the Occupied Space even before
June 30, 2005, and Bethesda Place II Limited will release Power
Services from any future obligation related to the vacated space.

In the event of a sale by Power Services or NEG of assets or
subsidiaries to a qualified purchaser where the qualified
purchaser desires to lease entire-floor portions of the Occupied
Space under certain specified terms and conditions, Bethesda Place
II Limited will enter into a lease with a Purchaser Tenant to be
effective on July 1, 2005.

Under the terms of the Modification Agreement, Power Services will
continue to pay the electricity charges for the entire 7600
Building, including the Sublet Space, through June 30, 2005, and
Bethesda Place II Limited will reimburse Power Services for
amounts due from subtenants under the Subleases and New Tenants on
account of electricity charges.

                            The Payment

Under the Lease, the potential gross rental obligation for the
Occupied Space and the Garage until 2012 is estimated to exceed
$52,500,000.  This exceeds the fair rental value that Power
Services might obtain if it were able to sublet the Occupied Space
and the Garage.

The Lease Modification provides that Power Services will pay
$11,844,000 to Bethesda Place II Limited.  Of the $11,844,000,
$5,000,000 will be placed in escrow.  The Escrow Amount will be
held by LaSalle Bank and will be released to Power Services on or
before July 6, 2005:

    (a) $1,500,000 for each of the first two full floors of the
        Occupied Premises leased by Purchaser Tenants on or before
        June 30, 2005 up to a maximum of $3,000,000; plus

    (b) in the event more than two full floors of the Occupied
        Premises will be leased by Purchaser Tenants on or before
        June 30, 2005, $1,000,000 for each of the next two full
        floors so leased, up to a maximum of $5,000,000 in the
        aggregate.

To the extent Purchaser Leases are not entered into by Purchaser
Tenants by June 30, 2005, then the balance of the Escrow Amount,
if any, will be released to Bethesda Place II Limited.

Martin T. Fletcher, Esq., at Whiteford, Taylor & Preston, LLP, in
Baltimore, Maryland, explains that Bethesda Place II Limited
entered into the Lease Modification to:

    (1) accomplish the reduction in the size of the premises
        leased by Power Services;

    (2) change the expiration of the Lease with respect to the
        Occupied Space from October 31, 2012 to June 30, 2005;

    (3) release Power Services of obligations to restore many of
        the items set forth in the June 2001 Agreement;

    (4) provide for the release of Power Services and National
        Energy Power from any further liability with respect to
        the Lease after June 30, 2005;

    (5) release Power Services from its obligation to lease and
        maintain the entire garage in the 7600 Building;

    (6) allow Power Services to vacate certain portions of the
        Occupied Space before the expiration of the Lease to the
        extent the Landlord identifies new tenants for the space;
        and

    (7) agree to refund to Power Services certain portions of the
        Premises Payment if one or more Purchaser Tenants enter
        into a lease with Landlord.

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- develops, builds, owns and operates  
electric generating and natural gas pipeline facilities and
provides energy trading, marketing and risk-management services.  
The Company filed for Chapter 11 protection on July 8, 2003
(Bankr. D. Md. Case No. 03-30459).  Matthew A. Feldman, Esq.,
Shelley C. Chapman, Esq., and Carollynn H.G. Callari, Esq., at
Willkie Farr & Gallagher represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $7,613,000,000 in assets and
$9,062,000,000 in debts. (PG&E National Bankruptcy News, Issue No.
25; Bankruptcy Creditors' Service, Inc., 215/945-7000)    


REGUS CORP: S&P Assigns B- Preliminary Bank Loan Rating
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B-'
long-term corporate credit rating to the U.K.-based serviced-
offices provider Regus Group PLC (Regus), subject to a successful
rights issue of $218 million, the placing of proposed $155 million
senior secured facilities, and the successful acquisition of U.S.-
based HQ Global Holding Inc. (HQ). The outlook is stable. The
ratings will be withdrawn, however, if the acquisition of HQ fails
to occur.

At the same time, Standard & Poor's assigned a preliminary 'B-'
long-term rating to the $155 million senior secured credit
facilities, with final maturity in 2010, issued by Regus Corp.,
the U.S. holding company. A recovery rating of '4' was also
assigned to the loan, indicating Standard & Poor's expectations of
marginal recoveries (in the range of 25%-50%) for senior lenders
in the event of default. The credit facilities are guaranteed by
Regus and several other group companies. All ratings are subject
to final documentation.

"The preliminary ratings on Regus reflect the group's high
operating leverage, mismatch in the duration of headleases and
subleases, relatively short visibility, a fragmented and cyclical
serviced-office industry, integration risk, and a very weak
EBITDAR-to-interest and rent coverage ratio," said Standard &
Poor's credit analyst Kenneth Mak. "Positive rating factors
include Regus' strong brand identity, good market position, and
moderate working capital needs."

Regus offers a global network of serviced offices available to
rent on a short-term basis. Regus has entered into an agreement to
acquire HQ, subject to various factors including a rights issue
and the sale of credit facilities. After the acquisition of HQ,
Regus would operate 508 centers in 52 countries offering fully
equipped office spaces. The combined group is expected to generate
416 million ($756 million) sales in 2004 on a pro forma basis.
The group will have 779 million of total adjusted debt, including
697 million of operating lease adjustment (4.2x the pro forma
annual lease payment of 166 million).

Regus has an improved cost structure after significant
restructuring in the past three years and emergence from Chapter
11 bankruptcy protection in the U.S. The group will have a strong
market position and adequate liquidity once the proposed
refinancing and acquisition have been completed. To maintain the
ratings, Regus is expected to achieve earnings before interest,
taxes, depreciation, amortization, and rents (EBITDAR) to interest
plus rents of more than 1.2x. The group's debt levels are not
expected to rise significantly after the refinancing.


RECYCLING SOLUTIONS: Seeks Nod to Hire Kevin Heard as Attorney
--------------------------------------------------------------
Recycling Solutions, Inc., asks the U.S. Bankruptcy Court for the
Northern District of Alabama, Northern Division, for permission to
hire Kevin D. Heard, Esq., at Heard & Heard, as its bankruptcy
attorney.

Mr. Heard is expected to:

   a) give debtor legal advice with respect to its powers and
      duties as debtor-in-possession;

   b) take necessary action against various creditors, entities,
      governmental agencies, etc., to enforce the stay and
      protect the interests of the debtor;

   c) prepare on behalf of or to assist the debtor in preparing,
      as debtor-in-possession, all necessary applications,
      answers, orders, reports and legal papers including the
      formulation of a disclosure statement and plan of
      reorganization; and

   d) perform all other legal services for debtor, as debtor-in-
      possession, which may be necessary herein.

To the best of the Debtor's knowledge, Mr. Heard and his firm are
"disinterested persons" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Mr. Heard will bill the Debtor his current hourly rate of $185 per
hour.

Headquartered in Madison, Alabama, Recycling Solutions, Inc., is a
waste systems company with services like recycling waste and
improving material handling efficiencies.  The Company filed for
chapter 11 protection on July 2, 2004 (Bankr. N.D. Ala. Case No.
04-83052).  When the Company filed for protection from its
creditors, it listed $5,064,689 in total assets and $1,248,775 in
total debts.


RELIANCE: Liquidator Wants to Sell King County Land for $450K
-------------------------------------------------------------
M. Diane Koken, the Insurance Commissioner of Pennsylvania, as
Liquidator of Reliance Insurance Company, asks the Commonwealth
Court of Pennsylvania for permission to sell a parcel of property
located in King County, Washington, to TSS, LLC.  The Property is
known as King County Tax Parcel 926500-0020-07 and consists of
1.58 acres.  Local real estate agents refer to the Property as
Lot 2, West Campus Office Park.

Jerome B. Richter, Esq., at Blank Rome, in Philadelphia,
Pennsylvania, informs the Court that the Property was purchased  
in 1993 as part of RIC's acquisition of 5.73 acres of raw land  
for $1,500,000, or $6.00 per square foot.

TSS will pay the Liquidator $450,000 for the Property, or $6.54
per square foot.  TSS has escrowed a $10,000 initial cash deposit
and delivered to the escrow agent a note for an additional
$10,000.  TSS will accept the Property in "as-is" condition.

Once Court approval of the agreement is received, TSS will have
90 days to perform due diligence, opt out of the agreement, and
recover its deposit.  The review period may be extended an
additional 90 days if TSS pays a $6,000 non-refundable fee, which
will be applied to the purchase price if the closing occurs.

RIC's closing expenses are limited to the costs of preparing the
deed, payment of real estate transfer taxes, costs of standard
owner's title insurance policy, which is customary in Washington
state, and its own attorney's fees.

GVA Kidder-Mathews represented RIC as its broker.  Western
Commercial Real Estate acts as a co-broker under an agreement with
TSS.

GVA Kidder-Mathews actively marketed the Property for the past
three years.  RIC will pay GVA Kidder-Mathews a commission equal
to 6% of the purchase price, which GVA Kidder-Mathews will share
with Western Commercial Real Estate.  Based on the $450,000
purchase price, RIC will pay $27,000 as commission.

To ensure that any purchase price represented fair value, the
Liquidator obtained the advice of Cushman & Wakefield's appraisal
unit, which prepared a report on March 24, 2003.  The Cushman &
Wakefield report determined that the combined value of two
separate parcels was $6.41 per square foot.

The Liquidator is satisfied with TSS's offer as it contemplates a
2% premium to the estimated value.  Furthermore, the transaction
will help the Liquidator marshal RIC's assets to minimize and
apportion any loss to policyholders, claimants and creditors.

Mr. Richter assures the Court that TSS is financially able to
consummate the transaction.  TSS has combined assets of over
$12,000,000, with a net worth of over $11,000,000.  Columbia
Private Banking, an affiliate of Columbia Bank in Bellevue,
Washington, has provided a letter, dated March 23, 2004, stating
that TSS has sufficient funds to complete the transaction.

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)


ROCHESTER: Alberta Securities Commission Revokes Cease Trade Order
------------------------------------------------------------------
Rochester Energy Corp. (formerly International Rochester Energy
Corp.) reports the full revocation of a cease trade order issued
by the Alberta Securities Commission and a partial revocation of
cease trade orders issued by both the British Columbia Securities
Commission and the Ontario Securities Commission.

On April 8, 2004 the Alberta Securities Commission granted a full
revocation of a cease trade order imposed on April 4, 2003.  The
cease trade order was imposed for a failure on the Corporation's
behalf to file audited annual financial statements for the year
ended September 30, 2002.  On May 26, 2004 the British Columbia
Securities Commission granted a partial revocation of a cease
trade order imposed on February 25, 2003. On July 28, 2004 the
Ontario Securities Commission granted a partial revocation of a
cease trade order imposed on March 11, 2003.  

Rochester reports a corporate name change from International  
Rochester Energy Corp. to Rochester Energy Corp. effective July
29, 2004.

The full revocation of the Alberta Securities Commission cease
trade order, and partial revocation of both the British Columbia
Securities Commission and the Ontario Securities Commission cease
trade orders allow Rochester to pursue the following:

   -- the completion of a previously approved nine-for-one share    
      consolidation.  Prior to the Consolidation, Rochester had
      9,280,290 common shares issued and outstanding.  Following
      the Consolidation Rochester has 1,031,141 common shares
      issued and outstanding;  

   -- the execution of a shares-for-debt settlement and a private
      placement.  The private placement will consist of an
      offering of up to 3,000,000 units, each comprised of one
      common share and one common share purchase warrant.  Each
      warrant will be exercisable for a term of five years at a
      price of $0.40 per common share.  

Rochester is a junior oil and gas company with its head office in
Calgary, Alberta and is a reporting issuer in Alberta, British
Columbia and Ontario. Rochester's primary focus is the acquisition
of oil and gas properties in Western Canada in an effort to regain
financial stability.

Common shares of Rochester Energy Corp. are not listed or posted
for trading on any exchange or quotation system in North America.
Rochester shares are not freely tradable to or by residents of
British Columbia and Ontario as the cease trade orders issued by
the Ontario Securities Commission and the British Columbia
Securities Commission have not been fully revoked.


SEQUOIA MORTGAGE: Fitch Rates Class B-4 & B-5 Certificates BB & B
-----------------------------------------------------------------
Sequoia Mortgage Trust 2004-7 mortgage pass-through certificates
are rated by Fitch as follows:

     -- Classes A-1, A-2, A-3-A, A-3-B, X-A, X-B, and A-R
        ($1,002,760,100) 'AAA';

     -- Class B-1 ($18,900,000) 'AA';

     -- Class B-2 ($11,025,000) 'A';

     -- Class B-3 ($6,300,000) 'BBB';

     -- Class B-4 ($3,150,000) 'BB';

     -- Class B-5 ($2,625,000) 'B'.

The class B-6 certificates are not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 4.50%
subordination provided by the 1.80% class B-1, the 1.05% class B-
2, the 0.60% class B-3, the 0.30% privately offered class B-4, the
0.25% privately offered class B-5, and the 0.50% privately offered
class B-6 certificates. The ratings on the class B-1, B-2, B-3, B-
4, and B-5 certificates are based on their respective
subordination.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud, and
special hazard losses in limited amounts. The ratings also reflect
the quality of the mortgage collateral, the capabilities of Wells
Fargo Bank, National Association, as master servicer (rated 'RMS1'
by Fitch), and Fitch's confidence in the integrity of the legal
and financial structure of the transaction.

The trust consists of three cross-collateralized groups of
adjustable-rate mortgage loans, designated as pool 1, pool 2, and
pool 3. Each group's senior certificates will receive interest
and/or principal from its respective mortgage loan group. In
certain very limited circumstances when a pool experiences either
rapid prepayments or disproportionately high realized losses,
principal and interest collected from the other pools may be
applied to pay principal or interest, or both, to the senior
certificates of the pool that is experiencing such conditions. The
subordinate certificates will support all three groups and will
receive interest and/or principal from available funds collected
in the aggregate from all mortgage pools.

The three groups in aggregate contain 3,117 fully amortizing 25-
and 30-year adjustable-rate mortgage loans secured by first liens
on one- to four-family residential properties, with an aggregate
principal balance of $1,050,010,683, and a weighted average
principal balance of $336,866. All of the loans have interest-only
terms of either five or 10 years, with principal and interest
payments beginning thereafter and adjusting semi-annually based on
the six-month LIBOR rate plus a margin. Approximately 6.38%,
18.06%, 54.49%, and 18.64% of the mortgage loans in the pool were
originated by Bank of America, N.A, Countrywide Home Loans, Inc.,
GreenPoint Mortgage Funding, Inc., and Morgan Stanley Dean Witter
Credit Corporation, respectively. The remainder of the loans was
originated by various mortgage lending institutions. The weighted
average original loan-to-value ratio (OLTV) is 70.58% and the
weighted average FICO 734. Second home and investor-occupied
properties constitute 9.22% and 1.83%, respectively. The states
with the largest concentration of mortgage loans are California
(30.11%), Florida (10.68%), and Arizona (5.44%). All other states
represent less than 5% of the pool 1 pool balance as of the cut-
off date.

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

Sequoia Residential Funding, Inc., a Delaware corporation and
indirect wholly owned subsidiary of Redwood Trust, Inc., will
assign all its interest in the mortgage loans to the trustee for
the benefit of certificate holders. For federal income tax
purposes, an election will be made to treat the trust as multiple
real estate mortgage investment conduits (REMICs). HSBC Bank USA
will act as trustee.


SMITHFIELD FOODS: S&P Affirms BB+ Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit rating and other ratings on Smithfield Foods Inc. and
removed them from CreditWatch, where they were placed on July 15,
2003. The outlook is stable. About $1.9 billion of rated debt of
Smithfield, Va.-based Smithfield Foods is affected.

At the same time, Standard & Poor's assigned its 'BB' rating to
Smithfield Foods' $400 million 7% senior notes due 2011. Proceeds
will be used to refinance the debt under the company's revolving
credit facility and for general corporate purposes.

"The rating action follows the completion of Standard & Poor's
review of the meat processing industry following the announcement
on Dec. 23, 2003, of a case of bovine spongiform encephalopathy
(BSE), otherwise known as mad cow disease. The impact, to date, on
Smithfield Foods' operating and financial performance has been
minimal," said Standard & Poor's credit analyst Jayne M. Ross. "In
addition, credit protection measures have strengthened because of
improvement in operating performance in pork production and
processing as well as Smithfield Foods' debt reduction following
the divestiture of Schneider Corp., its Canadian pork operations.
The proceeds from Schneider almost entirely offset the debt that
was used to acquire Farmland Industries Inc.'s pork operations in
2003. Even though, in the next several quarters, there will be
some weakness in Smithfield Foods' beef operations because of
tight cattle supplies resulting from the continuing U.S. ban on
Canadian cattle imports, Standard & Poor's expects that Smithfield
Foods' overall operating performance and its related financial
performance will remain appropriate for the rating."

The ratings on Smithfield Foods reflect the highly competitive,
commodity-based, cyclical nature of the swine industry; the high
fixed costs of pork processing operations; and the company's
acquisitiveness. These factors are mitigated by the company's
position as the leading producer, processor, and marketer of fresh
and processed pork in the U.S. as well as its position as a
leading beef processor, an experienced management team, and a
track record of successfully integrating acquisitions.


SOLUTIA INC: To Add $1.74 Million to China Subsidiary's Capital
---------------------------------------------------------------
The Solutia Group is a world leader in the manufacture of certain
heat transfer fluids, which have been used by major chemical,
textile, and plastic manufacturers for more than 40 years.
Therminol(R), the Solutia Group's primary product line in that
division, is comprised of a family of low and high temperature
transfer fluids used primarily in industrial applications like in
oil and gas processing, and has been a very profitable component
of the Solutia Group's performance products division.  The Solutia
Group produces Therminol(R) at several locations throughout the
world.

M. Natasha Labovitz, Esq., at Gibson, Dunn & Crutcher, LLP, in New
York, tells the United States Bankruptcy Court for the Southern
District of New York that the Solutia Group manufactures and
supplies Therminol(R) to the Chinese market through Solutia
Chemical Co., Ltd., a non-debtor Chinese joint venture that was
formed in 1995 by Solutia Greater China, Inc., a U.S. debtor
entity, and Jiangsu Chemical Pesticide Group Company Ltd., an
unaffiliated Chinese corporation.  Solutia Greater China owns 60%
of Solutia Chemical while Jiangsu owns 40% of the company.

Solutia Chemical's manufacturing operations are located in Suzhou,
China and, like the Debtors' overall Therminol(R) business,
Solutia Chemical's operations are very profitable.  In 2003,
Solutia Chemical's sales totaled $15 million and its net income
totaled $2.5 million.

                        New Suzhou Facility

In recent years, Therminol(R) has become the premier heat transfer
fluid of choice in China, and market demand has exceeded Solutia
Chemical's production capacity at the Suzhou Facility.  To meet
increased demand, the Debtors explored options to expand the
facility but the expansion was not permitted by the Chinese
government because of the plant's proximity to other residential
and commercial properties.

To resolve plant expansion issues, the Venture Parties decided to
construct and operate a new Therminol(R) manufacturing facility in
another less restricted area of Suzhou and formed Solutia
Therminol Company Ltd., a non-debtor Chinese joint venture, in
December 2001.  Solutia Greater China owns 25%, Solutia Chemical
owns 58%, and Jiangsu owns 17%, of Solutia Therminol.

          _________                 _________________
         |         |               |                 |
         | JIANGSU |               | SOLUTIA GREATER |
         | (CHINA) |               |    CHINA (US)   |
         |_________|               |_________________|
              |                             |
              |_____________________________|
              | 40%          |          60% |
              |              |              |
              |     _________|__________    |
              |    |                    |   |
              |    |  SOLUTIA CHEMICAL  |   |
              |    |      (CHINA)       |   |
              |    |____________________|   |
              |              | 58%          |
              |              |              |
              |     _________|_________     |
              |    |                   |    |
              |____| SOLUTIA THERMINOL |____|
               17% |      (CHINA)      | 25%
                   |___________________|

Construction of the New Suzhou Facility began in 2003 and is
ongoing.  Pursuant to the Solutia Therminol joint venture
agreement, construction costs of the New Suzhou Facility have been
funded by initial capital contributions from the Venture Parties.   
The contributions totaled about $1.6 million, about $400,000 of
which were provided by Solutia Greater China prior to the Petition
Date.  The Debtors estimate that once the New Suzhou Facility is
operating, it will be able to produce enough Therminol(R) to meet
the increased demand in the Chinese market and, on an annual
basis, generate more sales and income than the existing Suzhou
Facility.  In addition, the New Suzhou Facility would provide the
Debtors with production flexibility in the future because the
facility is being constructed to accommodate additional capacity
without running afoul of Chinese government zoning restrictions.

                Postpetition Capital Contributions

Ms. Labovitz relates that to complete the construction of the New
Suzhou Facility, the Venture Parties must make additional capital
contributions in July and November of 2004.  Solutia Greater
China's share of these contributions is necessary to ensure that
the percentage ownership interests in the joint venture remains
unchanged.  Solutia Greater China's ownership enables Solutia
Therminol to obtain favorable tax treatment because Solutia
Greater China qualifies as a foreign investor under Chinese law.
Accordingly, the Solutia Group would like to maintain Solutia
Therminol's joint venture structure unchanged.  Estimates of the
amounts and timing of the additional capital contributions are:

    Venture Party           July 2004   November 2004      Total
    -------------           ---------   -------------   ---------
    Solutia Greater China    $262,000      $174,000      $436,000
    Solutia Chemical          610,000       407,000     1,017,000
    Jiangsu                   174,000       116,000       290,000
                           ----------      --------    ----------
    Total                  $1,046,000      $697,000    $1,743,000
                           ==========      ========    ==========

While the joint venture agreement for Solutia Therminol requires
each of the interest holders to fund a portion of the investment,
as a practical matter, Solutia Chemical will fund 100% of the
contributions either through direct payments from itself or
indirectly through dividend payments to Solutia Greater China and
Jiangsu.  To fund Solutia Greater China's $436,000 capital
contributions, Solutia Chemical would make dividend payments to
Solutia Greater China in amounts that equal each of the July 2004
and November 2004 Postpetition Capital Contributions. Immediately
after receiving these payments, Solutia Greater China would make
its Postpetition Capital Contributions to Solutia Therminol.  
Jiangsu's capital contributions would be funded in a similar
manner.

            The Business Needs the Capital Contributions

Although the Solutia Group's operations at the Suzhou Facility are
very profitable, Ms. Labovitz asserts that the Chinese government
restricts the expansion that could allow an increase in those
profits.  By contrast, a completion of the New Suzhou Facility
would enable the Solutia Group to meet the increased demand for
Therminol(R) in the Chinese market and, as a result, would enhance
the profitability of the Solutia Group's Chinese operations and
the overall Therminol(R) business.  As a 60% owner of Solutia
Chemical, Solutia Greater China currently benefits from its
investment in Solutia Chemical and, as a 25% owner of Solutia
Therminol, Solutia Greater China stands to further benefit
directly and indirectly from the operation of the Ne
Suzhou Facility.

However, without the Postpetition Capital Contributions,
construction of the New Suzhou Facility will grind to a halt.  If
the facility is not completed, this would put the $400,000 Solutia
Greater China has already invested in Solutia Therminol in
jeopardy.  In addition, the Solutia Group would forfeit any
increased profits expected from the operation of the New Suzhou
Facility and, if the Solutia Group can no longer meet market
demand, it could risk losing its position as the leading heat
transfer fluid producer in China.

Solutia Greater China, hence, asks the Court to authorize and
approve the Postpetition Capital Contributions, whereby it would
receive a dividend from one of its Chinese joint ventures and
reinvest those funds in another Chinese joint venture.  Solutia
Greater China does not seek to assume or reject any executory
contracts connected with its operations at the Suzhou Facility or
in connection with the construction of the New Suzhou Facility,
and reserves all of its rights with respect to those contracts
until further court action is requested.

                           *     *     *

Judge Beatty approves Solutia's request.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a  
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications. The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Company filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts. (Solutia Bankruptcy News,
Issue No. 20; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SONNY & LISHA INC: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Sonny & Lisha, Inc.
        6023 Briar Hill Court
        Sugarland, Texas 77478

Bankruptcy Case No.: 04-40536

Type of Business: The Debtor operates a hotel.

Chapter 11 Petition Date: July 28, 2004

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Willard Penn Conrad, Esq.
                  9898 Bissonnet, Suite 112
                  Houston, TX 77036
                  Tel: 713-777-4077
                  Fax: 713-777-1034

Total Assets: $2,225,000

Total Debts:  $2,477,010

Debtor's 5 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Sonny Joseph and Best         Judgment                   $93,510


ALLEGIANT                     Purchase Money             $98,000
                              Value of Collateral:
                              $15,000

G.E. Capital                  Contract                   $56,000
                              Value of Collateral:
                              $5,000

IRS                           1040 Taxes                 $20,000

Willard P. Conrad             Attorney Fees               $9,500


SONTRA MEDICAL: Demands Halt of Trading from Berlin Stock Exchange
------------------------------------------------------------------
Sontra Medical Corporation (Nasdaq: SONT) has sent a cease and
desist letter to the Berlin-Bremen Stock Exchange demanding an
immediate halt of trading and the delisting of Sontra Medical
Corporation. The Company's common stock is currently listed on the
Berlin-Bremen Stock Exchange without the Company's prior request,
approval or consent.

Sontra Medical Corporation is one of numerous US companies that
have been added to the Berlin-Bremen Stock Exchange without
permission. These listings may be part of an effort by stock
traders to avoid recently enacted SEC restrictions prohibiting
"naked short selling". Such practices may allow for market
manipulation by selling non-existent shares of a stock in an
effort to force the price down.

Thomas W. Davison, PhD, Sontra's CEO said, "We believe that this
unauthorized listing on the Berlin-Bremen Stock Exchange may have
contributed to the recent decline in our share price. We have no
interest in having our stock trade on any exchange that may
subject Sontra's common stock to price manipulation. Sontra has
authorized only the NASDAQ Small Cap Exchange to trade our shares
which is required by federal securities laws to have rules and
regulations in place to prevent fraudulent and manipulative
practices, to promote just and equitable principles of trade, and
to protect investors. We want our stock price to reflect only the
intrinsic value of our business".

               About Sontra Medical Corporation

Sontra Medical Corporation is the pioneer of SonoPrep, a non-
invasive ultrasound-mediated skin permeation technology that  
enables transdermal diagnosis and drug delivery. Sontra's products  
under development include: a continuous non-invasive glucose  
monitor developed in collaboration with Bayer Diagnostics; a rapid  
onset (less than 5 minutes) topical anesthetic delivery system and  
the use of SonoPrep for the transdermal delivery of large molecule  
drugs and biopharmaceuticals. For additional information, please  
visit the Company's website at http://www.sontra.com/

                         *   *   *

In its Form 10-KSB filed with the Securities and Exchange  
Commission, Sontra Medical Corporation reports:

"We have a history of operating losses, and we expect our  
operating losses to continue for the foreseeable future.  

"We have generated limited revenues and have had operating losses  
since our inception. Our historical accumulated deficit was  
approximately $18,022,000 as of December 31, 2003. It is possible  
that the Company will never generate any additional revenue or  
generate enough additional revenue to achieve and sustain  
profitability. Even if the Company reaches profitability, it may  
not be able to sustain or increase profitability. We expect our  
operating losses to continue for the foreseeable future as we  
continue to expend substantial resources to conduct research and  
development, feasibility and clinical studies, obtain regulatory  
approvals for specific use applications of our SonoPrep  
technology, identify and secure collaborative partnerships, and  
manage and execute our obligations in strategic collaborations.  

"If we fail to raise additional capital, we will be unable to  
continue our development efforts and operations."


SOUTH STREET: S&P Keeps Outstanding Junk Ratings on 3 Classes
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its rating on the
class A-1LA notes issued by South Street CBO 1999-1 Ltd., a high-
yield arbitrage CBO transaction managed by Colonial Asset
Management.

The rating withdrawal follows the complete paydown of the A-1LA
notes following the July 1, 2004 payment date.
   
                       RATING WITHDRAWN
    
                 South Street CBO 1999-1 Ltd.
    
                          Rating             Balance (mil. $)
             Class      To      From      Current      Previous
             -----      --      ----      -------      --------
             A-1LA      NR      AAA       $0.00        $7.212
    
                  OTHER OUTSTANDING RATINGS
    
                 South Street CBO 1999-1 Ltd.
    
                Class    Rating    Balance (mil. $)
                -----    ------    ----------------
                A-1LB    BBB-      $7.752
                A-1      BBB-      $42.636
                A-2L     CC        $24.000
                A-2      CC        $36.000
                A-3      CC        $45.500


SPIEGEL GROUP: Eddie Bauer Redmond Real Estate Auction this Week
----------------------------------------------------------------
As previously reported, Microsoft Corporation has offered to buy
Eddie Bauer, Inc.'s real property located in Redmond, Washington,
and Microsoft's bid will be tested in the marketplace using these
bidding procedures approved by the United States Bankruptcy Court
Southern District of New York:

    (a) Qualified Overbids

        Eddie Bauer will require a minimum initial overbid that is
        greater than:

        (1) $38,915,000, which amount represents the sum of:

            * $38,000,000 -- the Purchase Price payable by
              Microsoft under the Purchase Agreement;

            * $665,000 -- the Break-up Fee; and

            * $250,000 -- the Overbid Increment; plus

        (2) the consideration to Eddie Bauer arising from the
            assumption of the Assumed Liabilities under the
            Purchase Agreement; plus

        (3) all other consideration to Eddie Bauer under the
            Purchase Agreement.

    (b) Delivery of Overbid and Good Faith Deposit

        A Qualified Overbidder -- other than Microsoft -- who
        desires to make a bid must deliver the Required Bid
        Documents and a good faith deposit via wire transfer to
        Account No. 3752186004 at the Bank of America, ABA No.
        111000012, in an amount equal to or greater than
        $1,915,000, which amount represents the sum of:

        * $1,000,000 -- the Earnest Money Deposit; plus

        * $665,000 -- the Break-up Fee; plus

        * $250,000 -- the Overbid Increment,

        and must deliver a copy of its Required Bid Documents to
        each of:

          -- Shearman & Sterling LLP
             599 Lexington Avenue
             New York, New York 10022
             Attention: Jill Frizzley, Esq.
                        jfrizzley@shearman.com

          -- Eddie Bauer, Inc.
             c/o Spiegel, Inc.
             3500 Lacey Road, Downers Grove
             Illinois 60515
             Attention: Terry Pieniazek
                        terry_pieniazek@spgl.com

          -- Preston Gates & Ellis LLP
             Counsel for Microsoft
             925 Fourth Avenue, Suite 2900
             Seattle, WA 98104
             Attention: Robert Neugebauer, Esq.
                        robertn@prestongates.com

          -- CB Richard Ellis, Inc.
             700 Commerce No.550
             Oak Brook, Illinois 60523
             Attention: Gary M. Fazzio
                        gary.fazzio@cbre.com

          -- Chadbourne & Parke LLP
             Counsel to the Creditors Committee
             30 Rockefeller Plaza
             New York, New York 10112
             Attention: David M. LeMay, Esq.
                        dlemay@chadbourne.com

          -- Kaye Scholer LLP
             Counsel to the postpetition secured lenders
             425 Park Avenue
             New York, New York, 10022
             Attention: Gary B. Bernstein, Esq.
                        gbernstein@kayescholer.com

        COMPETING BIDS WERE DUE July 29, 2004 at 4:00 p.m.

    (c) August 3 Auction

        If Eddie Bauer determines, in consultation with its
        professionals and the Creditors Committee, that one or
        more Qualified Overbids has been timely tendered, the
        Auction, if required, will commence at 10:00 a.m. on
        Tuesday, August 3, 2004, before the Honorable Cornelius
        Blackshear, United States Bankruptcy Judge for the
        Southern District of New York, at the United States
        Bankruptcy Court, Courtroom 601, One Bowling Green, in New
        York, or at such other time or place as determined by the
        Court.  Eddie Bauer will notify Microsoft as soon as it is
        practical following the Bid Deadline of the identities of
        the Qualified Overbidders.  During the Auction, the
        bidding will begin at the purchase price stated in the
        highest or otherwise best Qualified Overbid, and will
        subsequently continue in minimum increments of at least
        $250,000 higher than the previous Qualified Overbid.

        Subsequent overbids submitted by Microsoft will be deemed
        to include a credit equal to the amount of the Break-up
        Fee, provided, however, that to the extent the Court
        approves different bidding procedures but are not, in the
        reasonable judgment of Microsoft and Eddie Bauer,
        materially different from, or materially disadvantageous
        when compared to those approved in connection with other
        asset sales in the Debtors' Chapter 11 cases, the changed
        bidding procedures will not be grounds for terminating the
        Purchase Agreement.

    (d) Determination of the Highest and Best Bid

        At the conclusion of the Auction, Eddie Bauer will:

         (i) review each Qualified Overbid on the basis of
             financial and contractual terms and other factors
             relevant to the sale process, including those factors
             affecting the speed and certainty of consummating the
             Sale; and

        (ii) identify the Successful Bid and the second highest
             and best offer for the purchase of the Property.

        The Debtor may, in consultation with the Creditors
        Committee:

        -- determine, in their business judgment, which Qualified
           Overbid, if any, is the highest or otherwise best
           offer; and

        -- reject, at any time before entry of a Court order
           approving a Qualified Overbid, any bid that Eddie Bauer
           determine to be:

           * inadequate or insufficient;

           * not in conformity with the requirements of the
             Bankruptcy Code, the Bidding Procedures or the
             terms and conditions of the Purchase Agreement; or

           * contrary to the best interests of Eddie Bauer, its
             estate and its creditors.

    (e) The Sale Hearing

        A hearing to approve the sale of the Property to
        Microsoft or, alternatively, to any other Successful
        Bidder, will be conducted immediately following the
        Auction on Tuesday, August 3, 2004 at 10:00 a.m. before
        Judge Blackshear.

        Following the Sale Hearing approving the sale of the
        Property to the Successful Bidder, if the Successful
        Bidder fails to consummate an approved sale because of a
        breach or failure to perform on its part, the Back-up Bid,
        as disclosed at the Sale Hearing, will be deemed to be the
        Successful Bid and the Debtor will be authorized, but not
        required, to consummate the sale with the Back-up Bidder
        without further Court order.

    (f) Failure to Close

        If any sale of the Property to a Qualified Overbidder,
        other than Microsoft, fails to close for any reason and
        the Microsoft has made the Back-up Bid, then Microsoft
        will purchase the Property on the terms and conditions set
        forth in the Purchase Agreement -- except the Closing Date
        will be extended for a reasonable period of time, not to
        exceed 30 days, to allow Microsoft to complete the
        purchase -- and at the final purchase price bid by
        Microsoft at the Auction, without requiring further Court
        approval.

    (g) Return of Good Faith Deposit

        Eddie Bauer will retain the Good Faith Deposits of all
        Qualified Overbidders and all Qualified Overbids will
        remain open until the Closing of a Sale, provided,
        however, that if no Closing of a Sale occurs on or before
        90 days after the Sale Hearing, Eddie Bauer will return
        each of the Good Faith Deposits to the Overbidder that
        made the Good Faith Deposit.  If a Successful Bidder fails
        to consummate an approved sale because of a breach or
        failure to perform on its part, Eddie Bauer will not have
        any obligation to return the Good Faith Deposit deposited
        by the Successful Bidder, and the Good Faith Deposit
        irrevocably will become property of Eddie Bauer and will
        not be credited against the purchase price of the
        subsequent buyer.

Headquartered in Downers Grove, Illinois, Spiegel, Inc. --
http://www.spiegel.com/-- is a leading international general  
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores.  The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540).  James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
1,706,761,176 in debts. (Spiegel Bankruptcy News, Issue No. 29;
Bankruptcy Creditors' Service, Inc., 215/945-7000)   


STRONGBOW EXPLORATION: Increase Private Placement to $2 Million
---------------------------------------------------------------
Strongbow Exploration Inc. (TSXV: SBW) has increased the size of
the private placement it announced to 2,666,667 flow-through
shares at $0.75 per share for gross proceeds of $2,000,000.  

The proceeds of the financing will be used to finance the
Company's ongoing exploration in the Northwest Territories and
Nunavut.  Strongbow has a number of field operations underway with
crews on the ground in the Anialik volcanic belt, the Melville
Peninsula and on the Musk deposit.  Ground geophysics will shortly
be carried out on the Musk property and will be followed by a
drilling program scheduled to commence by August 15, 2004.  The
presence of a gravel airstrip on the property will enable drilling
to continue through freeze-up.  The Musk leases cover a
volcanogenic massive sulphide deposit which is enriched in gold
and silver.  Drilling is aimed at increasing the existing 400,000
tonne reserve by exploring down dip and along strike.  The
property is subject to an agreement with Noranda Inc.

                        About the Company

Strongbow Exploration Inc. was formed on May 3, 2004, as a result
of the amalgamation of Strongbow Resources Inc. and Navigator
Exploration Corporation, both significant northern explorers.  The
new company maintains an interest in approximately 1.5 million
hectares of prospective land in Canada's north.  Strongbow is
actively exploring these properties, with exposure to over
$7 million in planned exploration expenditures in 2004.

The company continues to pursue high-quality diamond, gold, silver
and base metal properties in an effort to provide shareholders
with leveraged exposure to northern Canada's most exciting
exploration plays.

As of January 31, 2004, the Company posts a stockholders' deficit
of $6,548,335 compared to a deficit of $6,006,916 at January 31,
2003.


SWIFT & CO: S&P Removes Corporate Credit Rating From CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating and other ratings on Swift & Co. and removed them
from CreditWatch where they had been placed on Dec. 24, 2003.

The outlook is negative.

About $968 million of rated debt of Greeley, Colo.-based Swift is
affected.

"The rating action follows the completion of Standard & Poor's
review of the meat processing industry following the announcement
on Dec. 23, 2003, of a case of bovine spongiform encephalopathy
(BSE), otherwise known as mad cow disease. To date, there has been
some affect on Swift in terms of operating and financial
performance and a related impact on credit protection measures,"
said Standard & Poor's credit analyst Jayne M. Ross. "Generally,
beef prices have remained at historically high levels and consumer
demand has been strong. In addition, the U.S. ban on cattle
imported from Canada remains in effect. It is Standard & Poor's
expectation that margins will remain weak for Swift over the next
several quarters as tight cattle supplies and fairly strong
consumer demand continue to constrain margins. There may be some
further weakening in credit protection measures in the near term."

The ratings on Swift reflect the company's high debt levels for a
commodity-oriented, low-margin protein processor that operates in
a very challenging environment. These concerns are somewhat
mitigated by Swift's No. 3 positions in both the U.S. beef and
pork processing industries, its diverse customer base, and the
high barriers to entry in these industries.


THAXTON: Judge Denies FINOVA's Bid to Terminate Exclusive Periods
-----------------------------------------------------------------
FINOVA Capital Corporation asked the bankruptcy judge overseeing
The Thaxton Group, Inc.'s chapter 11 proceedings, to terminate
Thaxton's exclusive periods to file and solicit acceptances of a
reorganization plan.

FINOVA Capital wants to file its own, clearly confirmable plan  
for Thaxton, and dual track that plan with Thaxton's restructuring  
plan filed on June 18, 2004.

Thaxton is a consumer loan and health and life insurance services  
provider.  

                  Thaxton's Chapter 11 Petition

Thaxton and its related entities sought bankruptcy protection in
October 2003 after it defaulted on a $110,000,000 senior secured
loan with FINOVA Capital.  As a result, FINOVA Capital exercised
its rights under the loan agreement and accelerated the
indebtedness.

Thaxton's Chapter 11 petition is pending in the United States
Bankruptcy Court for the District of Delaware before Judge Walsh.  
FINOVA Capital is Thaxton's largest secured lender.

              Substantive Consolidation of Thaxton

The Official Committee of Unsecured Creditors of the Thaxton
Group, Inc., has sought the substantive consolidation of the
Thaxton entities for distribution purposes under the Thaxton
Plan.  Thaxton supports the Committee's request.  FINOVA Capital
objects to the substantive consolidation.  The Thaxton Court will
convene a hearing on the Committee's proposal on September 14 and
15, 2004.

FINOVA Capital and the Thaxton Committee have agreed to informally
extend Thaxton's Exclusive Periods to June 18, 2004.

            Nature of Thaxton Plan Voids Exclusivity

Mark D. Collins, Esq., Richards, Layton & Finger, PA, in
Wilmington, Delaware, representing FINOVA, tells Judge Walsh that
any fair reading of the Thaxton Plan shows that:

   (1) it is really the Thaxton Committee's Plan, whose primary
       constituency are the Thaxton's Noteholders, or,

   (2) at best, a joint effort of Thaxton and the Committee,
       which, in effect, already terminates the exclusivity.

According to Mr. Collins, the Plan favors the Noteholders by:

   (a) substantially consolidating Thaxton's estates, which
       allow the Noteholders access to recovery from Thaxton's
       assets without any legal claim; and

   (b) giving the Noteholders complete ownership and control of
       Thaxton, as well as complete control over its liquidation.

FINOVA Capital was barely consulted in the preparation of
Thaxton's Plan, which also proposes a cram down and stretch out
of FINOVA Capital's claim.

Mr. Collins argues that Thaxton's Plan is clearly patently
unconfirmable because, among others, the Plan:

   (1) calls for substantive consolidation, which is
       inappropriate;

   (2) provides generally for payment of unsecured claims, except
       that it, illegally, does not provide for any payment of
       any unsecured claim of FINOVA Capital, whether substantive
       or otherwise;

   (3) violates the absolute priority rule by allowing the
       Noteholders to conceivably recover a payout in excess of
       100% of their claim; and

   (4) provides the possibility of a stretch out of FINOVA
       Capital, with a third party exit lender taking liens on
       FINOVA Capital's collateral senior in priority to those of
       FINOVA Capital, in violation of Section 1129(b) of the
       Bankruptcy Code, by, inter alia, not allowing FINOVA
       Capital to effectively "retain" its liens.

Mr. Collins points out that, by providing for the substantive
consolidation of all Thaxton's assets and making the assets of
Thaxton's subsidiaries available for distribution to it, the
Noteholders, and any of its creditors, Thaxton's Plan usurps value
from Thaxton's subsidiaries for the benefit of Thaxton's estates
and its creditors.

FINOVA Capital has not disclosed the proposed terms of its plan in
its pleading for fear of somehow being deemed to have breached its
exclusivity by doing so.  However, unlike Thaxton's Plan, FINOVA
Capital's plan would:

   -- not substantively consolidate The Thaxton Group with its
      subsidiaries;

   -- comply with the Bankruptcy Code and be clearly confirmable;
      and

   -- provide for all creditors, with the exception of the
      Noteholders, an equal or greater recovery as proposed in
      the Plan.

                           Objections

(1) Thaxton

The Thaxton Group, Inc.'s bankruptcy counsel, Daniel B. Butz,
Esq., at Morris, Nichols, Arsht & Tunnell, in Wilmington,
Delaware, contends that FINOVA Capital has not demonstrated cause
necessary to terminate Thaxton's Exclusive Periods.  Mr. Butz
argues that terminating the Exclusive Periods would not move
Thaxton's cases forward but would only serve to waste Thaxton's
resources.

Thaxton, instead, asks Judge Walsh to:

   -- deny FINOVA Capital's request;

   -- extend its Exclusive Filing Period through and including
      21 days after the Substantive Consolidation Hearing in
      September 2004; and

   -- extend its Exclusive Solicitation Period through and
      including 60 days after the expiration of the Exclusive
      Filing Period.

(2) Thaxton Committee

On behalf of the Official Committee of Unsecured Creditors of The
Thaxton Group, Inc., Michael L. Vild, Esq., at The Bayard Firm, in
Wilmington, Delaware, asserts that FINOVA Capital misstated the
facts relevant to each of its fatally flawed arguments.  Mr. Vild
contends the Thaxton Plan is not the Thaxton Committee's plan, but
is the compromise result of negotiations between Thaxton and the
Thaxton Committee.  In addition, Thaxton's decision to negotiate
more extensively with the Thaxton Committee than with FINOVA
Capital does not constitute cause to terminate the Exclusive
Periods.  Nothing in the Bankruptcy Code precludes a debtor from
choosing to consult with its creditors' committee rather than with
a secured creditor when drafting its plan of reorganization, and
FINOVA Capital cites no authority in support of its position.

Mr. Vild notes that the issue before the Thaxton Court is whether
cause exists to extend or terminate Thaxton's Exclusive Periods.  
The Court need not hold an emergency confirmation hearing on the
first draft plan filed by a debtor to extend exclusivity.  Hence,
Thaxton should be given the chance to solicit concerning its Plan
and consider whether amendments would be appropriate.

FINOVA Capital's position on the confirmability of the Thaxton
Plan is doubtful at best, and represents a misunderstanding or
deliberate misleading of the Plan, Mr. Vild says.  Furthermore,
FINOVA Capital acts as if it had already prevailed in its
objection to substantive consolidation and the filing of a plan
proposing consolidation were patently absurd and consummate bad
faith.  To the contrary, the Thaxton Committee's request for
consolidation clearly details the extensive grounds for
consolidation.

The Thaxton Committee suspects that FINOVA Capital seeks to
terminate Thaxton's Exclusive Periods so that it could file a plan
that better serves its interests.  Accordingly, the Committee asks
the Thaxton Court to deny FINOVA Capital's request.

                          *     *     *

Peg Brickley of Dow Jones Newswires reports that the Thaxton
Court extended Thaxton's Exclusive Periods until mid-September
2004.  Judge Walsh, according to Ms. Brickley, held that Thaxton
showed promise of reorganizing around its Southern Management
Corp. business and emerging as a going on concern.  Judge Walsh
believes that a competing plan might disturb Thaxton's efforts to
find exit financing and could unsettle the company's employees,
Ms. Brickley adds.

Headquartered in Lancaster, South Carolina, The Thaxton Group,
Inc., is a diversified consumer financial services company.  The
Company filed for Chapter 11 protection on October 17, 2003
(Bankr. Del. Case No. 03-13183).  The Debtors are represented by
Michael G. Busenkell, Esq., and Robert J. Dehney, Esq., at Morris,
Nichols, Arsht & Tunnell.

Headquartered in Scottsdale, Arizona, The Finova Group, Inc.,
provides commercial financing to small and midsized businesses;
other services include factoring, accounts receivable management,
and equipment leasing. The firm has three segments: Commercial
Finance, Specialty Finance, and Capital Markets. FINOVA targets
such markets as transportation, wholesaling, communication, health
care, and manufacturing. Loan write-offs had put the firm on shaky
ground. FINOVA has since emerged from Chapter 11 bankruptcy.
Financial giants Berkshire Hathaway and Leucadia National
Corporation (together doing business as Berkadia) own FINOVA
through the almost $6 billion lent to the commercial finance
company.  The Company and its debtor-affiliates and subsidiaries
filed for Chapter 11 protection on March 7, 2001 (U.S. Bankr. Del.
01-00697).  Daniel J. DeFranceschi, Esq., at Richards, Layton &
Finger, P.A., represents the Debtors. (Finova Bankruptcy News,
Issue No. 49; Bankruptcy Creditors' Service, Inc., 215/945-7000)


UAL CORP: Reports $7 Mil. 2nd Quarter Operating Profit
------------------------------------------------------
UAL Corporation (OTC Bulletin Board: UALAQ), the holding company
whose primary subsidiary is United Airlines, reported its second-
quarter 2004 financial results.

UAL's second-quarter operating profit was $7 million, a
significant improvement of $438 million over second-quarter
results last year. UAL reported a net loss of $247 million, or a
loss per basic share of $2.25, which includes $144 million in
reorganization items described in the notes to the financial
tables. The majority of reorganization charges resulted from non-
cash items caused by the rejection of aircraft. Excluding
reorganization items, UAL's net loss for the second quarter
totaled $103 million, or a loss per basic share of $0.95.

"Despite the challenging environment created by high fuel prices
and soft domestic yields, we are focused on driving continuous
improvement," said Glenn Tilton, chairman, president and chief
executive officer. "We are making progress, but we know there is
much work to do. Our business plan must generate the cash flow and
liquidity that the financial markets are willing to support. It is
clear that we must continue to reduce our overall cost structure
if United is to be competitive and achieve sustainable
profitability."

In the meantime, UAL's restructuring efforts continue to deliver
positive results, outperforming the industry. Tilton cited several
of United's achievements in the second quarter:

    -- Increased passenger unit revenue 10% compared to last year,
       an improvement that outperformed the industry;

    -- Reduced mainline unit costs by 10%. Excluding fuel, unit
       costs dropped by 17%;

    -- Improved earnings from operations by $438 million over the
       same quarter a year ago.

As previously reported, UAL has successfully negotiated the
expansion of its debtor-in-possession financing to $1 billion on
favorable terms and extended the repayment schedule through June
2005, demonstrating that major financial institutions support the
company's long-term prospects. Throughout the restructuring,
United has consistently acknowledged that the company must adapt
to a very difficult, challenging and dynamic marketplace. UAL
expects to substantially update its business plan based on
feedback from the capital markets as to the appropriate cash
flows, coverage ratios and other metrics necessary to support its
exit financing package.

Jake Brace, United's executive vice president and chief financial
officer, said, "In the second quarter, United's financial
performance met our expectations given historically high fuel
prices. However, our overall financial performance is still
unacceptable. Even though we are experiencing strong traffic -- in
June we reported our highest load factor ever -- the pricing
environment prohibits us from recouping these high costs."

            Financial Results Continue Improvement

The company recorded positive operating cash flow of $62 million
for the second quarter. UAL ended the quarter with a strong cash
balance of $2.2 billion, including $838 million in restricted
cash. UAL's second-quarter 2004 operating revenues were $4
billion, up 30% compared to second quarter 2003. Load factor
increased 5 points to 82% as traffic increased 20% on a 13%
increase in capacity. In June, load factor reached a record 86%,
up 4 points over June 2003. During the second quarter, passenger
unit revenue was 10% higher on a 3% yield increase. SARS and the
Iraq War contributed to a weak unit revenue performance last year.
The recovery from last year, along with route and capacity
adjustments, aggressive marketing and sales activities, helped
United outperform the industry this year.

Total operating expenses for the quarter were $4 billion, up 14%
from the year-ago quarter. Operating expenses per available seat
mile decreased 10% from the second quarter 2003. Excluding fuel,
operating expenses per available seat mile decreased 17%.
Productivity (available seat miles divided by manpower) was up 14%
for the quarter year-over-year. Average fuel price for the quarter
was $1.18 per gallon (including taxes), up 36% year-over-year.

The company had an effective tax rate of zero for the second
quarter, which makes UAL's pre-tax loss the same as its net loss.

                     Restructuring Progress

This quarter the company began working with a new group of
regional air carriers to fly ongoing United Express Service out of
Washington Dulles and Chicago O'Hare and, as previously announced,
plans to end its relationship with Atlantic Coast Airlines (ACA).
United and ACA have reached agreement on a transition of aircraft
that began June 3 and will be completed August 4.

During the quarter the company reached an agreement with a
coalition representing retirees regarding modifications to retiree
medical and life benefits. This agreement, which covers more than
27,000 retirees, combined with the agreement previously announced
in May with the Aircraft Mechanics Fraternal Association (AMFA),
is expected to deliver cash savings to the company of more than
$300 million through 2010.

      Operational Performance Among the Best in UAL History

The company continued to deliver outstanding operational
performance for the second quarter 2004. Sixty-nine percent of
United flights departed exactly on time during the quarter, one
percentage point better than the goal set by the company for its
new employee incentive program. Customer satisfaction ratings were
among the highest the company has received.

                              Outlook

Booked load factor for August is about the same as last year while
September is running ahead of last year. We expect third-quarter
system mainline capacity to be up about 7% from last year and
fourth-quarter up about 3%. Capacity for 2004 is expected to be
about 6% higher than 2003. The company expects fuel price,
including taxes, for the third quarter to average $1.23 per
gallon.

                  June Monthly Operating Report

UAL also filed with the United States Bankruptcy Court its Monthly
Operating Report for June. The company posted a $77 million
operating profit for June and met its DIP covenants for the month.
During June the company made a scheduled DIP repayment of $60
million. In early July, the company made the last of its five
scheduled payments to repay its $300 million DIP loan from the
former Bank One.

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.


UNIFIED HOUSING: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Unified Housing of Kensington, LLC
        Four Hickory Centre
        1755 Wittington Place Suite 340
        Dallas, Texas 75234

Bankruptcy Case No.: 04-47183

Chapter 11 Petition Date: July 29, 2004

Court: Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: John P. Lewis, Jr., Esq.
                  1412 Main St., Suite 210
                  Dallas, TX 75202
                  Tel: 214-742-5925
                  Fax: 214-742-5928

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

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


UNITED AIRLINES: Will Pay $820K for Hazardous Waste Infractions
---------------------------------------------------------------
The Department of Justice, the U.S. Environmental Protection
Agency and the State of California reports that United Airlines,
Inc. has agreed to a $850,000 civil penalty to resolve its
violations of state and federal hazardous waste laws at its San
Francisco International Airport facility.

During inspections conducted by the EPA in 1999 and 2001,
inspectors found widespread violations of hazardous waste
regulations throughout the United aircraft maintenance center.
The violations included failure to close hazardous waste
containers, improper labeling of hazardous waste containers, and
storage of hazardous waste for longer than the allowable limits.

The facility -- which is United's only aircraft maintenance center
in the nation -- currently employs 5,200 people and operates 24
hours a day, seven days a week.

As part of the settlement, United worked with the EPA to develop
an environmental compliance management system for the facility.

"Today's settlement shows our strong commitment to enforce the
proper management of hazardous waste in compliance with federal
regulations," said Tom Sansonetti, Assistant Attorney General for
the Justice Department's Environment and Natural Resources
Division.  "In addition, United has agreed to conduct an
independent audit at the facility of its Environmental Compliance
Management System to further promote compliance."

"Hazardous wastes must be handled safely and within the guidelines
of the law to prevent any harm to human health and the
environment," said Wayne Nastri, administrator of the EPA's
Pacific Southwest region.  "We are pleased that United Airlines
has committed to improve hazardous waste management at its
maintenance facility."

"The resolution of this case demonstrates that state, federal and
local agencies can work together to achieve compliance with laws
regulating hazardous waste," said Ed Lowry, Director of
California's Department of Toxic Substances Control.

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)   


UNITED BISCUITS: Fitch Puts Subordinated Rating on Watch Negative
-----------------------------------------------------------------
Fitch Ratings, the international rating agency, has placed the
ratings on United Biscuits Group's senior subordinated debt on
Rating Watch Negative (RWN), following its announcement that it is
to acquire Jacob's Biscuits Group. All other ratings of the group
(listed below), have been affirmed.

Fitch aims to resolve the RWN status once it has obtained further
information on the acquisition and details of the bank financing,
in order to assess the implications for the company's cash flows,
restructuring costs and interest charges.

The acquisition was announced by UB on July 23, 2004 and includes
the savoury biscuit and snacks businesses of Groupe Danone. In
2003 Jacob's reported sales of over GBP184 million. This
acquisition comes on the back of the acquisition in February 2004
of the Portuguese biscuit manufacturer, Triunfo Productos
Alimentares, S.A. for EUR40m. Both acquisitions are subject to
regulatory approval

Fitch anticipates the transaction cost for the above acquisition
to be in the range of GBP190m-GBP210m, which UB intends to fund
the through increasing its bank debt. The agency has therefore
placed the rating of the notes on RWN, given the increased amount
of senior secured debt that would rank ahead of the notes. The
notes are both contractually and structurally subordinated to the
senior secured facilities and trade creditors at the group's
operating companies and do not benefit from any upstream
guarantees or support from operating companies. With additional
debt in the structure ranking ahead of the notes, Fitch's view is
that in a distress scenario, recovery for the noteholders would be
weaker than previously indicated.

At the same time, Fitch has affirmed the senior secured and senior
unsecured ratings, based on its analysis of proposed acquisition.
Despite the acquisition being funded through debt, Fitch believes
that the proposed increase in leverage is still supported by the
current ratings. The agency downgraded all of the company's
ratings on 7 July 2004 by one notch.

The ratings placed on Watch Negative:
   -- United Biscuits Finance plc's GBP165m 10.75% senior
      subordinated notes due 2011 and EUR192.8m 10.625% senior
      subordinated notes due 2011 - rated 'B+';

The following ratings have been affirmed:

   -- Regentrealm Limited's GBP435m senior secured facilities -
      rated 'BB+' and its senior unsecured rating of 'B+'.


WATERFRONT WAREHOUSE: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Waterfront Warehouse, Inc.
        1630 Oakland Road #A210
        San Jose, California 95131

Bankruptcy Case No.: 04-92879

Type of Business: The Debtor has a commercial building
                  consisting of retail and office space.

Chapter 11 Petition Date: July 28, 2004

Court: Eastern District Of California (Modesto)

Judge: Thomas Holman

Debtor's Counsel: Michael W. Malter, Esq.
                  Binder & Malter, LLP
                  2775 Park Avenue
                  Santa Clara, CA 95050
                  Tel: 408-295-1700

Total Assets: $8,025,700

Total Debts:  $6,690,752

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Adforce Private Security      Trade debt                 Unknown

ADT Security Services         Trade debt                 Unknown

All City Glass                Trade debt                 Unknown

Atlas Security & Patrol       Trade debt                 Unknown

B&R Landscaping               Trade debt                 Unknown

California Water              Trade debt                 Unknown

City of Stockton              Trade debt                 Unknown

Collier International         Trade debt                 Unknown

Contract Installations        Trade debt                 Unknown

Frank Dutton                  Trade debt                 Unknown

Gianelli Electric             Trade debt                 Unknown

H&L Pest Control              Trade debt                 Unknown

James Payton                  Trade debt                 Unknown

Landlord Eviction Service     Trade debt                 Unknown

MCI                           Trade debt                 Unknown

Merit Supply, Inc.            Trade debt                 Unknown

Muzak Music Service           Trade debt                 Unknown

MW Plumbing, Inc.             Trade debt                 Unknown

PG&E                          Trade debt                 Unknown

Pinasco Plumbing HVAC         Trade debt                 Unknown


WEIRTON STEEL: To Settle with Independent Guards Union
------------------------------------------------------
At Debtor Weirton Steel Corporation's request, the United States
Bankruptcy Court for the Northern District of West Virginia
permits Weirton to enter into an agreement with the Independent
Guards Union, which resolves all claims or potential claims
asserted or assertable by the IGU on behalf of its members and
retirees  against Weirton arising under or related to their
collective  bargaining agreements.

Mark E. Freedlander, Esq., at McGuireWoods, in Pittsburgh,
Pennsylvania, tells the Court that Weirton and the IGU have
maintained a collective bargaining relationship since 1983.  The
IGU is the collective bargaining representative for approximately
20 guards at the Weirton facility.  

Weirton and the IGU were parties to collective bargaining
agreements, as amended from time to time, including these benefit
programs:

   (1) Agreement between Weirton and the IGU, effective as of
       September 26, 1996, as amended by:

       -- Settlement Agreement (Hourly Plant Guards), dated
          June 12, 2001;

       -- Settlement Agreement (Hourly Plant Guards), dated
          September 26, 2001;

       -- Settlement Agreement, dated November 13, 2002;

       -- Settlement Agreement, (Hourly Plant Guards), dated
          February 5, 2003; and

       -- Memoranda of Understanding between Weirton and the IGU,
          dated February 19, 2004 and April 22, 2004

   (2) Insurance Agreement, effective September 26, 1993

   (3) Supplemental Unemployment Benefits Plant (Hourly Plant
       Guards), effective September 26, 1993 (Plan 504)

   (4) Current CBAs may have provided for participation by
       members of the collective bargaining unit in:

       -- Weirton Steel Corporation Retirement Plan (Plan 001),
          terminated as of October 21, 2003;

       -- Weirton Steel Corporation 1984 ESOP (Plan 002);
   
       -- Weirton Steel Corporation 1989 ESOP (Plan 003);

       -- Weirton Steel Corporation Tax Deferred Savings Plan
          401(k) (Plan 004);

       -- Program of Health Benefits, Prescription Drug, Dental,
          Orthodontics, and Vision Benefits (Plan 501);

       -- Sickness & Accident Benefits (Plan 502);

       -- Travel Accident Insurance (Plan 511);

       -- Weirton Steel Corporation Employee Assistance Program
          (Plan 516); and

       -- Life Insurance (Plan 517)

The current collective bargaining agreements between Weirton and
the IGU will expire after the expiration of Weirton's collective
bargaining agreement with the Independent Steelworkers Union.

In connection to Weirton's Sale Transaction with International
Steel Group, Inc., and ISG Weirton, Inc., ISG may hire ISG's
represented workforce from among IGU employees of Weirton.  
Whether or not IGU members are hired by ISG, ISG and the IGU have
agreed to the terms and conditions of certain payment to be made
to IGU members upon termination of service, including:

   (a) certain vacation payments to former Weirton employees
       hired by ISG which were earned by those former Weirton
       employees prior to the Closing; and

   (b) certain buy-out payments to be paid by ISG under the
       Transition Benefit Program.

The IGU and ISG have agreed to a Transition Benefit Program to be
funded entirely by ISG.  A purpose of the Program is to induce
voluntary attrition of the IGU-represented workforce at Weirton,
thereby minimizing unemployment that would otherwise occur at the
time of the Closing.

To resolve all claims, Weirton and the IGU negotiated an Effects
Agreement, which provides for:

   (a) Establishment of timeframes -- 45 or 60 days, as the case
       may be -- after the Closing in which Weirton is obligated
       to provide the IGU and IGU-represented employees:

          (1) reports relating to employees eligible for workers'
              compensation benefits;

          (2) access to records including but not limited to
              medical records, work records and personnel files;

   (b) Provisions for cooperation with respect to implementation
       of the Transition Benefit Program;

   (c) Limitations on the extent to which claims for benefits
       provided under the Weirton/IGU collective bargaining
       agreements will be paid;

   (d) Limitations on the extent to which claims for benefits
       formerly provided by Weirton to IGU-represented retirees
       will be paid;

   (e) Termination of the collective bargaining agreements and
       the collective bargaining relationship between Weirton
       and the IGU as of the Closing on the Sale Transaction;
       and

   (f) A waiver and release by the IGU on behalf of itself and to
       the greatest extent permitted by law, its bargaining unit
       employees, former bargaining unit employees and retirees
       of claims, known or unknown, liquidated or unliquidated
       including but not limited to:

          (1) claims under the collective bargaining agreements,
              including grievance claims;

          (2) claims under the National Labor Relations Act, the
              Labor Management Relations Act, the WARN Act, ERISA
              and any other federal, state or local law relating
              to employment, discrimination in employment, wages,
              benefits or otherwise;

          (3) claims filed with the Bankruptcy Court; and

          (4) claims for reimbursement of counsel fees.

Headquartered in Weirton, West Virginia, Weirton Steel Corporation
is a major integrated producer of flat rolled carbon steel with
principal product lines consisting of tin mill products and sheet
products.  The company is the second largest domestic producer of
tin mill products with approximately 25% of the domestic market
share.  The Company filed for Chapter 11 protection on May 19,
2003 (Bankr. N.W.Va. Case No. 03-01802).  Judge L. Edward Friend,
II presides the proceedings.  Robert G. Sable, Esq., Mark E.
Freedlander, Esq., David I. Swan, Esq., and James H. Joseph, Esq.,
at McGuireWoods LLP represent the Debtor. (Weirton Bankruptcy
News, Issue No. 31; Bankruptcy Creditors' Service, Inc., 215/945-
7000)  


WEST PENN: S&P Affirms B Underlying & Standard Long-Term Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to positive
from stable on West Penn Allegheny Health System (West Penn),
Pa.'s outstanding bonds issued by various issuers, reflecting
expectations that the rating will be raised within the year if
current financial and operating performance is sustained. In
addition, Standard & Poor's affirmed its 'B' underlying rating
(SPUR) and 'B' standard long-term rating on West Penn's debt.

"The positive outlook reflects successful management efforts to
stabilize and improve the financial and operating profile of this
credit, although it is still at a non-investment-grade rating
level," said Standard & Poor's credit analyst Cynthia Keller
Macdonald. "Although challenges remain, the current management
seems committed to continued profitability improvement, which, if
sustained, is likely to result in a higher rating in the near
term," she added.

West Penn's financial profile has shown steady signs of
improvement in the past year, highlighted by improved profits,
liquidity, and debt service coverage. However, the system
continues to face numerous challenges, including maintenance of
already slim liquidity in light of the planned acceleration in
capital spending, pension contributions, losses from employed
physicians, and strong competition from the region's leading
provider, UPMC Health System. These issues have no easy or
immediate solutions, though new management has imposed more
structure on the organization in the past year to address these
concerns. If West Penn's audited results for fiscal year ended
June 30, 2004, and interim results for 2005 show continued
improvement, it is possible that the rating will be raised in the
near future.

West Penn was formed as a single obligated entity with its August
2000 financing, and includes six acute-care hospitals (two of
which are tertiary flagships) in and around the Pittsburgh area.
with about 1,750 staffed acute-care beds, West Penn admitted
80,624 patients in 2004, almost 2% above the previous year's
levels.

Management expects to post break-even profitability from
operations for fiscal 2004 and earn a total profit of about $19
million. These earnings should generate about 2.0x coverage of
maximum annual debt service for the first time since the system's
inception, which represents a solid improvement over 2003's 1.6x
coverage.


WESTERN PACIFIC: US Trustee Names 3-Member Creditors' Committee
---------------------------------------------------------------
The United States Trustee for Region 13 appointed three creditors
to serve on an Official Committee of Unsecured Creditors in
Western Pacific Network Services, Inc.'s Chapter 11 cases:

      1. Michael D. Travelstead
         P.O. Box 336
         9098 Majestic Road
         DuQuoin, Illinois 62832

      2. Dennis F. Doelitzsch
         P.O. Box 1888
         Marion, Illinois 62959-8088

      3. Andrew Aken
         Global Eyes Telecommunications, Inc.
         1206 Chestnut Street
         Murphysboro, Illinois 62966

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

Headquartered in St. Louis, Missouri, Western Pacific Network
Services, Inc., is an Internet Service Provider offering both
dial-up and broadband access to residential and business customers
throughout Eastern Missouri and Central and Southern Illinois.  
The Company, together with its affiliate, Habanero Computing
Solutions, Inc., filed for chapter 11 protection on June 29, 2004
(Bankr. E.D. Miss. Case No. 04-48324). David A. Warfield, Esq., at
Blackwell Sanders Peper Martin LLP represents the Debtors in their
restructuring efforts. When the Company filed for protection from
their creditors, they listed both estimated debts and assets of
over $1 million


WHEELING CITY CENTER: List of 20 Largest Unsecured Creditors
------------------------------------------------------------
Wheeling City Center Hotel, LLC released a list of its 20 Largest
Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Internal Revenue Service                   $245,772

Ramada Franchise Systems                   $144,612

WV State Tax Department                    $100,716

Sheriff of Ohio County                      $78,152

City of Wheeling                            $40,882

WV Bureau of Employment Programs            $29,432

Undo's Catering                             $28,577

Sparchane Ent.                              $17,950

AEP                                         $17,648

WV State Tax Department                     $16,858

Lamar Companies                             $15,712

Sampey Associates Architects                $14,180

Schindler Elevator Corp.                     $9,565

Pittsburgh Trane                             $8,078

ThyssenKrupp Elevator                        $7,871

Guest Distribution/Breckenridge              $7,820

NextiraOne, LLC                              $7,139

Digital Connections                          $6,805

Otis Elevator                                $6,540

WV Bureau of Employment Programs             $6,491

Headquartered in Wheeling, West Virginia, Wheeling City Center
Hotel, LLC -- http://www.ramada.com/-- provides hotel  
accommodations and services. The Company filed for chapter 11
protection (Bankr. N.D.W.V. Case No. 04-02644) on July 23, 2004.
Martin P. Sheehan, Esq., at Sheehan & Nugent, PLLC, 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.


Y-USA INC: First Creditors Meeting Scheduled for August 6
---------------------------------------------------------
The United States Trustee will convene a meeting of Y-USA Inc.'s
creditors at 9:00 a.m., on August 6, 2004 in Room 2610 at 725
South Figueroa Street, Los Angeles, California 90017.  This is the
first meeting of creditors required under 11 U.S.C. Sec. 341(a) in
all bankruptcy cases.

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

Headquartered in El Segundo, California, Y-USA Inc., distributed
DVD players until adverse by GBM Logistic forced it to go defunct.
The Company filed for chapter 11 protection on
June 29, 2004 (Bankr. C.D. Calif. Case No. 04-24293). R. Gibson
Pagter Jr., Esq., at Pagter & Miller represents the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed unknown amount of total assets and
$17,000,000 in total debts.


* BOND PRICING: For the week of August 6 - August 30, 2004
----------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
American & Foreign Power               5.000%  03/01/30    68
AMR Corp.                              4.500%  02/15/24    68  
AMR Corp.                              9.000%  08/01/12    73
AMR Corp.                              9.000%  09/15/16    73   
AMR Corp.                             10.200%  03/15/20    69
Atlantic Coast                         6.000%  02/15/34    64   
Burlington Northern                    3.200%  01/01/45    53
Burlington Northern                    3.800%  01/01/20    74
Calpine Corp.                          7.750%  04/15/09    61
Calpine Corp.                          8.500%  02/15/11    62
Calpine Corp.                          8.625%  08/15/10    62
Calpine Corp.                          8.750%  07/15/07    67
Comcast Corp.                          2.000%  10/15/29    39
Continental Airlines                   4.500%  02/01/07    70
Cummins Engine                         5.650%  03/01/98    72
Delta Air Lines                        7.700%  12/15/05    62
Delta Air Lines                        7.900%  12/15/09    42
Delta Air Lines                        7.920%  11/18/10    60
Delta Air Lines                        8.300%  12/15/09    36
Delta Air Lines                        9.000%  05/15/16    40
Delta Air Lines                        9.250%  03/15/22    39
Delta Air Lines                        9.750%  05/15/21    40
Delta Air Lines                       10.125%  05/15/10    45
Delta Air Lines                       10.375%  02/01/11    45
Elwood Energy                          8.159%  07/05/26    71
Greyhound Lines                        8.500%  03/31/07    75
Inland Fiber                           9.625%  11/15/07    49
Missouri Pacific                       4.750%  01/01/30    72   
National Vision                       12.000%  03/30/09    62   
Northern Pacific Railway               3.000%  01/01/47    53
Northwest Airlines                     7.875%  03/15/08    68
Northwest Airlines                     8.700%  03/15/07    72
Northwest Airlines                     9.875%  03/15/07    75
Northwest Airlines                    10.000%  02/01/09    71  


                           *********

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, Bernadette C. de Roda, Rizande B. Delos Santos, Emi Rose
S.R. Parcon, Jazel P. Laureno 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 ***