TCR_Public/040804.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, August 4, 2004, Vol. 8, No. 162  

                           Headlines

ADELPHIA COMMS: Wants Court Nod on Two DST Innovis Agreements
AQUILA INC: Completes Termination of Mississippi Gas Supply Pact
BANC OF AMERICA: Fitch Rates 2 Series 2004-7 Cert. Classes Low-B
BANC OF AMERICA: Fitch Gives Low-B Alternative Loan Trust Ratings
BOMBARDIER: Agrees to Sell Industrial Vehicle Biz to Camoplast

BOWNE & CO: S&P Affirms Low-B Ratings & Says Outlook is Positive
CAPITAL ENVIRONMENTAL: Plan of Arrangement Takes Effect
CATHOLIC CHURCH: Tort Committee Hires Tonkon Torp as Counsel
CHI-CHI: Outback Gets Rights To 76 Properties For $42.5 Million
COGENTRIX ENERGY: Completes 8.75% Sr. Debt Consent Solicitation

CONCENTRA OPERATING: Reports $40 Mill. Equity Deficit at June 30
COVANTA ENERGY: Six Debtors Want More Time to Object to Claims
COX ENTERPRISES: S&P Ratings on Watch Negative After CCI Bid
DANA CORP: Fitch Places $2.3 Bil BB Debt Rating on Watch Positive
DEVLIEG BULLARD: First Creditors Meeting Slated for August 16

DIVERSIFIED ASSET: Class B-1 Notes Get BB- Ratings from Fitch
DYKESWILL LTD: Bankruptcy Lawyer Withdraws After Finding Conflict
EDISON MISSION: S&P Places Junk & Low-B Ratings on Watch Positive
ENRON CORP: Wants to Recover $6,563,908 of Preferential Transfers
ENRON: Alleges Former Employees Breached Confidentiality Pacts

FEDERAL-MOGUL: Insurers Want Plan Balloting Stayed Pending Appeal
FIRST UNION: S&P Ups & Cuts Ratings on Series 1997-C2 Certificates
FISHER SCIENTIFIC: S&P Lifts CreditWatch After Apogent Merger
FT WILLIAMS: Meeting of Creditors Scheduled for August 25
GREENBRIAR CORP: Settles Internal Revenue Service Examination

GSR MORTGAGE: Fitch Gives Low-B Ratings to 2 Certificates Classes
HALLIBURTON: Settles with SEC for $7.5 million
HAYNES INT'L: Plan Confirmation Hearing Slated for August 16
HYDRON TREATMENT: Case Summary & 20 Largest Unsecured Creditors
IMC HOME EQUITY: S&P Discloses Class B 1998-1 Notes in Default

INTEGRATED ELEC'L: Resets 2004 3rd Qtr Results Release to Aug. 13
INTERLINE BRANDS: Reports $281M Stockholders' Deficit at June 25
INT'L SHIPHOLDING: S&P Downgrades Corporate Credit Rating to B+
J.C. PENNEY: Fitch Upgrades $1.5B Bank Loan Rating to BBB-
JLG INDUSTRIES: S&P Affirms 'BB-' Corporate Credit Rating

LANVISION: Inks New $3.5M 3-Yr. Facility to Fund Working Capital
MCCANN: Chapter 11 Trustee Hires Todtman Nachamie as Counsel
MERRILL CORP: Completes $210 Million Refinancing Transaction
METRO TELECONNECT: Voluntary Chapter 11 Case Summary
MIRANT CORP: Wants Court Approval of Ramapo Settlement Agreement

MORGAN STANLEY: S&P Puts Prelim. B Ratings on 6 Certs. Classes
NATIONAL ELDERCARE: First Creditors Meeting Slated for August 19
NATIONSLINK: S&P Raises Series 1999-LTL-1 Ratings to Low-B
NORTEK HOLDINGS: S&P Gives Bank Loan B+ Rating & Lifts CreditWatch
OWENS CORNING: Credit Suisse Revisits Asbestos Bar Date Issue

OWENS CORNING: CSFB Wants District Court to Handle Asbestos Issues
PACIFIC GAS: Names Thomas King EVP & Chief of Utility Operations
PACIFIC GAS: Allows Commonwealth Energy a $750,000 Claim
PARKER FURNITURE: Voluntary Chapter 11 Case Summary
PARMALAT GROUP: Farmland Hires M.J. Margherio as President & COO

PEGASUS SATELLITE: NRTC Applauds DIRECTV Settlement
PG&E NATIONAL: Allows Mitsubishi's $55,000,000 Unsecured Claim
PG&E NATIONAL: Elects Everett as Senior VP & Assistant to Chairman
PG&E NATIONAL: R.M. Jackson Elected Senior VP for Human Resources
PINNACLE ENT: Will Release 2004 2nd Quarter Results Tomorrow

PRIMEDEX HEALTH: Completes $150 Million Debt Restructuring
PROXIM CORP: Investors Agree to $49-Million Equity-for-Debt Swap
PSYCHIATRIC SOLUTIONS: Hires Two Division Presidents
QWEST COMMS: Inks 3-Yr Services Pact with Independence Blue Cross
SCHLOTZSKY'S: Files Voluntary Chapter 11 Petition in W.D. Texas

SCHLOTZSKY'S INC: Case Summary & 20 Largest Unsecured Creditors
SOLECTRON: Completes Divestiture of Embedded Computing Business
SOLECTRON: Plans to Sell Microtechnology Biz to Francisco Partners
SOLUTIA INC: Wants to Contribute $11 Million to Pension Plan
SPIEGEL GROUP: Wants Until Jan. 31, 2005, to Make Lease Decisions

TARTAN LIMITED LIABILITY: Voluntary Chapter 11 Case Summary
TRANSTECHNOLOGY: Extends Financing Pact Maturity to Jan. 31, 2005
U.S. CAN: Stockholders' Deficit Widens to $364 Million at July 4
UAL CORP: Mechanics File 2nd Lawsuit Against Three Top Executives
UNITED AIRLINES: Has Until August 30 to File a Chapter 11 Plan

VANTAGEMED: Will Announce 2004 Second Quarter Results Tomorrow
VISTA GOLD: Modifies Agreement as Luzon Completes Due Diligence
W.R. GRACE: Sealed Air $512.5 Million Settlement Still Hanging
WEIRTON STEEL: Court Severs F.W. Holdings & Weirton Venture Cases
WESTAFF INC: Inks Pact Amending Multicurrency Credit Facility

WESTPOINT STEVENS: Has Until October 1 to File Amended Plan
WH SMITH: Fitch Downgrades BB+ Senior Unsecured Rating to BB-

* Upcoming Meetings, Conferences and Seminars

                           *********


ADELPHIA COMMS: Wants Court Nod on Two DST Innovis Agreements
-------------------------------------------------------------
Adelphia Communications Corporation and its debtor-affiliates and
subsidiaries ask the United States Bankruptcy Court for the
Southern District of New York for authority to enter into a Master
Operating and License Agreement and a Professional Service
Agreement with DST Innovis, Inc., effective July 1, 2004.

According to Paul V. Shalhoub, Esq., at Willkie Farr & Gallagher,
in New York, the two Agreements embody a restructuring of the
Parties' contractual and business relationship, and are critical
components of the ACOM Debtors' going-forward business plan.  By
entering into the two Agreements, the Debtors recover significant
economic savings while gaining flexibility in aligning their
operational requirements with their subscriber management system.

DST is a leading provider of billing and customer care solutions
for the cable television, global video/broadband, satellite and
telephony markets in more than 13 countries.  Mr. Shalhoub relates
that for the past 25 years, DST provided the ACOM Debtors with
subscriber management system products and services, including the
core processes of customer care functionality -- bill calculation,
printing and mailing services.

                   Rejection of Prior Agreements

The ACOM Debtors will reject their prior agreements with DST.
Under the Prior Agreements, the ACOM Debtors received products and
services similar to those that will be enjoyed under the two
Agreements.  However, Mr. Shalhoub points out that the two
Agreements will provide more advantageous rates and greater
operational flexibility than the Prior Agreements.   The two
Agreements will provide more favorable economic terms including a
more favorable pricing structure.

                    Resolving DST's Prior Claim

In connection with the Prior Agreements, DST filed a $5,314,282
claim against the ACOM Debtors for products and services provided
to the ACOM Debtors before the Petition Date.  To settle the Prior
Claim, the Parties agree that:

    -- DST will be granted an allowed unsecured claim for
       $5,314,282 in ACOM's estate; and

    -- DST will waive any other claims it has or may have against
       the ACOM Debtors other than the Allowed Claim and claims
       for amounts due to DST on account of services rendered or
       products provided since the Petition Date.

By settling the Prior Claim, the ACOM Debtors and DST may move
forward without the threat of potential litigation relating to the
Prior Claim.

                          Mutual Releases

In consideration for DST's willingness to enter into the two
Agreements and for the benefit that the ACOM Debtors will be able
to derive from the Agreements, the ACOM Debtors agree to waive any
avoidance claims that the estates may possess with respect to DST.  
DST will also grant a release to the ACOM Debtors.

Mr. Shalhoub informs the Court that the ACOM Debtors discovered
about $7.2 million in payments to DST that may be avoidable as
preferences or fraudulent transfers.  As of July 23, 2004, the
ACOM Debtors have not analyzed:

    -- the likelihood of successfully prosecuting an avoidance
       action against DST on account of all or any portion of the
       Potential Preference;

    -- the validity of any defenses that DST may assert in
       connection with an avoidance action; or

    -- the cost to the estates of litigating a preference action
       against DST.

For the release, DST offered significant fee reductions on
multiple products to the ACOM Debtors.  The reductions will exceed
any potential recovery the ACOM Debtors might realize from the
Potential Preference, Mr. Shalhoub says.  The ACOM Debtors believe
that the waiver and release of the avoidance actions is more than
justified.

                     Documents Filed Under Seal

With the Court's permission, the ACOM Debtors will file the
Master Operating and License Agreement, and the Professional
Services Agreement under seal -- and wants those documents kept
from public view.  

According to Mr. Shalhoub, the two Agreements contain highly
sensitive and confidential information regarding the terms on
which DST agreed to provide services to the ACOM Debtors.  
Disclosure of the proprietary information could significantly
cause and adversely impact to DST's ability to negotiate similar
arrangements with additional customers.

Copies of the two Agreements will be served only to:

    (a) the counsel to and financial advisers for:

           * the Official Committee of Unsecured Creditors;

           * the Official Committee of Equity Security Holders;

           * the agents for the ACOM Debtors' secured postpetition
             lenders; and

           * the agents for the ACOM Debtors' prepetition lenders;
             and

    (b) the Office of the United States Trustee.

The ACOM Debtors believe that the disclosure of information in the
two Agreements to the public is not necessary because:

    (a) the two Agreements are subject to the Court's approval in
        any case;

    (b) the ACOM Debtors propose to provided copies of the two
        Agreements to the significant parties-in-interest in the
        Debtors' cases; and

    (c) the ACOM Debtors' request for approval describes the
        relevant terms of the Agreements in appropriate and
        sufficient detail.

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)  


AQUILA INC: Completes Termination of Mississippi Gas Supply Pact
----------------------------------------------------------------
Aquila, Inc. (NYSE:ILA) has completed the termination of a long-
term, prepaid natural gas supply contract with the Municipal Gas
Authority of Mississippi.

St. Paul Travelers provided the surety bond that guaranteed
Aquila's obligations under the gas supply contract.  In mid-July
Aquila agreed to provide collateral to St. Paul Travelers to
eliminate St. Paul's exposure under the surety bond.

The gas supply contract with the Authority was managed by Aquila
Merchant Services subsidiary, an unregulated merchant energy
business that Aquila is in the process of exiting.

Based in Kansas City, Missouri, Aquila operates electricity and
natural gas distribution utilities serving customers in Colorado,
Iowa, Kansas, Michigan, Minnesota, Missouri and Nebraska.  The
company also owns and operates power generation assets.  More
information is available at http://www.aquila.com/

                           *   *   *

As reported in the Troubled Company Reporter's July 23, 2004
edition, Standard & Poor's Ratings Services said that its 'CCC+'
corporate credit rating on Aquila Inc. remains on CreditWatch, but
that it is revising the CreditWatch implications to developing
from negative.  The rating action follows Aquila's announcement
that it has initiated the termination process of three prepaid
natural gas supply contracts in its unregulated business
portfolio.  The CreditWatch developing listing indicates that
ratings may be raised, lowered, or affirmed.  

Kansas City, Missouri-based energy provider Aquila has about $2.7  
billion of debt.  

"The revision of the CreditWatch listing to developing from  
negative reflects the potential for a ratings upgrade depending on  
the success of Aquila's efforts to settle disputes related to  
surety bonds with Chubb Corp., St. Paul Travelers Cos Inc., and  
the successful termination of prepaid gas contracts to municipal  
utilities in Nebraska and Mississippi," noted Standard & Poor's  
credit analyst Rajeev Sharma.  However, the developing
implications also reflect the pending status of the successful
termination of the prepay contracts. "Without the successful
termination of these gas prepay obligations, ratings remain
vulnerable," he continued.


BANC OF AMERICA: Fitch Rates 2 Series 2004-7 Cert. Classes Low-B
----------------------------------------------------------------
Banc of America Mortgage Securities, Inc., (BOAMSI) series 2004-7
mortgage pass-through certificates, is rated by Fitch Ratings as
follows:

Groups 1 and 5 certificates:

   -- $467,511,099 classes 1-A-1 through 1-A-19, 1-A-R, 1-A-MR,
      1-A-LR, and 5-A-1 through 5-A-16, 'AAA'; ('groups 1 and 5
      senior certificates')

   -- $8,196,000 class 30-B-1, 'AA';

   -- $2,731,000 class 30-B-2, 'A';

   -- $1,491,000 class 30-B-3, 'BBB';

   -- $993,000 class 30-B-4, 'BB';

   -- $745,000 class 30-B-5, 'B'.

Group 2 and 4 certificates:

   -- $205,671,000 classes 2-A-1 through 2-A-4, and 4-A-1, 'AAA';
      ('groups 2 and 4 senior certificates')

   -- $434,000 class X-B-3, 'BBB'.

Groups 3, 6, and 7 certificates:

   -- $204,011,000 classes 3-A-1, 6-A-1 through 6-A-3, and 7-A-1;
      ('groups 3, 6, and 7 senior certificates')

Certificates of groups 1, 2, and 5:

   -- Class 30-IO (consisting of classes 1-30-IO, 2-30-IO and
      5-30-IO components), 'AAA';

Certificates of groups 3, 4, 6, and 7:

   -- $2,097,606 class 15-PO, 'AAA';

   -- Class 15-IO (consisting of classes 3-15-IO, 4-15-IO,
      6-15-IO, and 7-15-IO components), 'AAA'.

and certificates of all groups:

   -- $19,885,669 class X-PO, 'AAA'.

The 'AAA' ratings on the groups 1 and 5 senior certificates
reflect the 3.00% subordination provided by the 1.65% class
30-B-1, the 0.55% class 30-B-2, the 0.30% class 30-B-3, the 0.20%
privately offered class 30-B-4, the 0.15% privately offered class
30-B-5, and the 0.15% privately offered class 30-B-6. Classes
30-B-1, 30-B-2, 30-B-3, 30-B-4, and 30-B-5 are rated 'AA,' 'A,'
'BBB,' 'BB,' and 'B,' respectively, based on their respective
subordination. Class 30-B-6 is not rated by Fitch.

The 'AAA' ratings on the groups 2 and 4 senior certificates
reflect the 2.45% subordination provided by the 1.25% class X-B-1,
the 0.50% class X-B-2, the 0.20% class X-B-3 certificates, the
privately offered 0.25% class X-B-4, the privately offered 0.15%
class X-B-5, and the privately offered 0.10% class X-B-6. Class
X-B-3 is rated 'BBB,' based on its respective subordination.
Classes X-B-1, X-B-2, X-B-4, X-B-5, and X-B-6 are not rated by
Fitch.

The 'AAA' ratings on the groups 3, 6, and 7 senior certificates
reflect the 1.20% subordination provided by the 0.60% class
15-B-1, the 0.20% class 15-B-2, the 0.15% class 15-B-3
certificates, the privately offered 0.10% class 15-B-4, the
privately offered 0.10% class 15-B-5, and the privately offered
0.05% class 15-B-6. Classes 15-B-1 through 15-B-6 are not rated by
Fitch.

The ratings also reflect the quality of the underlying collateral,
the primary servicing capabilities of Bank of America Mortgage,
Inc. (rated 'RPS1' by Fitch), and Fitch's confidence in the
integrity of the legal and financial structure of the transaction.

The transaction is secured by seven pools of mortgage loans. Loan
groups 1 and 5 respectively collateralize the groups 1 and 5
certificates. Loan groups 2 and 4 respectively collateralize the
groups 2 and 4 certificates. Loan groups 3, 6, and 7 respectively
collateralize the groups 3, 6, and 7 certificates.

The groups 1 and 5 collateral consists of 968 recently originated,
conventional, fixed-rate, fully amortizing, first lien, one- to
four-family residential mortgage loans with original terms to
stated maturity ranging from 240 to 360 months.  The weighted
average original loan-to-value ratio (OLTV) for the mortgage loans
in the pool is approximately 68.81%.  The average balance of the
mortgage loans is $513,132 and the weighted average coupon of the
loans is 5.964%.  The weighted average FICO credit score for the
group is 744. Second homes comprise 6.68% and there are no
investor-occupied properties. Rate/Term and cashout refinances
represent 32.01% and 16.14%, respectively, of the groups 1 and 5
mortgage loans.  The states that represent the largest geographic
concentration of mortgaged properties are California (50.00%) and
Florida (9.59%).  All other states comprise fewer than 5% of
properties in the group.

The groups 2 and 4 collateral consists of 404 recently originated,
conventional, fixed-rate, fully amortizing, first lien, one- to
three-family residential mortgage loans with original terms to
stated maturity ranging from 120 to 360 months. The weighted
average OLTV for the mortgage loans in the pool is approximately
63.50%.  The average balance of the mortgage loans is $537,222 and
the weighted average coupon of the loans is 5.894%.  The weighted
average FICO credit score for the group is 743.  Second homes
comprise 2.29% and there are no investor-occupied properties.
Rate/Term and cashout refinances represent 44.05% and 22.93%,
respectively, of the groups 2 and 4 mortgage loans.  All of the
mortgaged properties in groups 2 and 4 are located in the state of
California.

The groups 3, 6 and 7 collateral consists of 392 recently
originated, conventional, fixed-rate, fully amortizing, first
lien, one- to two-family residential mortgage loans with original
terms to stated maturity ranging from 120 to 180 months.  The
weighted average original loan-to-value ratio (OLTV) for the
mortgage loans in the pool is approximately 57.17%.  The average
balance of the mortgage loans is $530,989 and the weighted average
coupon of the loans is 5.177%.  The weighted average FICO credit
score for the group is 744.  Second homes comprise 8.37% and there
are no investor-occupied properties. Rate/Term and cashout
refinances represent 55.45% and 23.34%, respectively, of the
groups 3, 6 and 7 mortgage loans.  The states that represent the
largest geographic concentration of mortgaged properties are
California (50.00%), Florida (8.33%), and Georgia (5.42%). All
other states comprise fewer than 5% of properties in the group.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.  

Banc of America Mortgage Securities, Inc. deposited the loans in
the trust, which issued the certificates, representing undivided
beneficial ownership in the trust.  For federal income tax
purposes, elections will be made to treat the trust as separate
real estate mortgage investment conduits.  Wells Fargo Bank,
National Association will act as trustee.


BANC OF AMERICA: Fitch Gives Low-B Alternative Loan Trust Ratings
-----------------------------------------------------------------
Banc of America Alternative Loan Trust (BoAALT) 2004-7 mortgage
pass-through certificates are rated by Fitch Ratings as follows:

Groups 1, 2, and 3 certificates:

   -- $300,320,000 classes 1-A-1, 2-A-1, 2-A-2, 3-A-1 through
      3-A-4, CB-IO (consisting of classes 1-IO and 2-IO
      components), and 3-IO, 'AAA'; ('Groups 1, 2, and 3
      senior certificates')

   -- $100 classes 1-A-R and 1-A-LR, 'AAA'; ('senior
      certificates')

Groups 4 and 5 certificates:

   -- $89,600,416 classes 4-A-1, 5-A-1, 15-PO (consisting of
      classes 4-15-PO and 5-15-PO components), and 15-IO
      (consisting of classes 4-IO and 5-IO components), 'AAA';
      ('Groups 4 and 5 senior certificates')

   -- $2,420,000 class 15-B-1, 'AA';

   -- $279,000 class 15-B-2, 'A';

   -- $279,000 class 15-B-3, 'BBB';

   -- $187,000 class 15-B-4, 'BB';

   -- $93,000 class 15-B-5, 'B'.

Groups 1 through 5 certificates:

   -- $4,719,787 class X-PO, 'AAA'; (consisting of classes 1-X-PO,
      2-X-PO, 3-X-PO, 4-X-PO and 5-X-PO components)

The 'AAA' ratings on the groups 1, 2, and 3 senior certificates
reflect the 5.00% subordination provided by the 2.10% class
30-B-1, the 1.00% class 30-B-2, the 0.60% class 30-B-3, the 0.55%
privately offered class 30-B-4, the 0.45% privately offered class
30-B-5, and the 0.30% privately offered class 30-B-6. Classes
30-B-1, 30-B-2, 30-B-3, and the privately offered classes 30-B-4,
30-B-5 and 30-B-6 are not rated by Fitch.

The 'AAA' ratings on the groups 4 and 5 senior certificates
reflects the 3.70% subordination provided by the 2.60% class
15-B-1, the 0.30% class 15-B-2, the 0.30% class 15-B-3, the 0.20%
privately offered class 15-B-4, the 0.10% privately offered class
15-B-5, and the 0.20% privately offered class 15-B-6. Classes
15-B-1, 15-B-2, 15-B-3, and the privately offered classes 15-B-4
and 15-B-5 are rated 'AA', 'A', 'BBB', 'BB', and 'B',
respectively, based on their respective subordination.

The ratings also reflect the quality of the underlying collateral,
the primary servicing capabilities of Bank of America Mortgage,
Inc. (rated 'RPS1' by Fitch), and Fitch's confidence in the
integrity of the legal and financial structure of the transaction.

The transaction is secured by five pools of mortgage loans. Loan
groups 1, 2, and 3 are cross-collateralized and are supported by
one set of subordinate certificates; these groups in the aggregate
belong to the 30 year crossed loan group. Loan groups 5 and 6 are
cross-collateralized and supported by one set of subordinated
certificates; these groups in the aggregate belong to the 15 year
crossed loan group.  The class X-PO certificates consist of five
non-severable components relating to each loan group for
distribution purposes only. Additionally, the class 15-PO
(consisting of classes 4-15-PO and 5-15-PO certificates) relates
to loan groups 4 and 5 only.

Approximately 60.83% and 72.36% of the mortgage loans in the 30
year crossed group and 15 year crossed group, respectively, were
underwritten using Bank of America's 'Alternative A' guidelines.
These guidelines are less stringent than Bank of America's general
underwriting guidelines and could include limited documentation or
higher maximum loan-to-value ratios.  Mortgage loans underwritten
to 'Alternative A' guidelines could experience higher rates of
default and losses than loans underwritten using Bank of America's
general underwriting guidelines.

The 30 year crossed loan group in the aggregate consists of 2,083
recently originated, conventional, fixed-rate, fully amortizing,
first lien, one- to four-family residential mortgage loans with
original terms to stated maturity ranging from 240 to 360 months.
The aggregate outstanding balance of the pool as of July 1, 2004
(the 'cut-off date') is $321,075,093, with an average balance of
$154,141 and a weighted average coupon of 6.336%.  The weighted
average original loan-to-value ratio (OLTV) for the mortgage loans
in the pool is approximately 72.04%.  The weighted average FICO
credit score is 734. Second homes and investor-occupied properties
comprise 2.50% and 49.36% of the loans in the group, respectively.
Rate/Term and cashout refinances account for 14.58% and 31.07% of
the loans in the group, respectively.  The states that represent
the largest geographic concentration of mortgaged properties are
California (33.66%) and Florida (14.31%).  All other states
represent less than 5% of the 30 year loan group's pool balance as
of the cut-off date.

The 15 year crossed loan group in the aggregate consists of 858
recently originated, conventional, fixed-rate, fully amortizing,
first lien, one- to four-family residential mortgage loans with
original terms to stated maturity ranging from 120 to 180 months.
The aggregate outstanding balance of the pool as of the cut-off
date is $93,064,615, with an average balance of $108,467 and a
weighted average coupon of 5.661%.  The weighted average OLTV for
the mortgage loans in the pool is approximately 61.45%.  The
weighted average FICO credit score for the group is 734.  Second
homes and investor-occupied properties comprise 4.30% and 77.36%
of the loans in the group, respectively. Rate/Term and cashout
refinances account for 34.29% and 44.23% of the loans in the
group, respectively.  The states that represent the largest
geographic concentration of mortgaged properties are California
(35.74%), Florida (14.76%), and Texas (9.03%).  All other states
represent less than 5% of the 15 year loan group's 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.

Banc of America Mortgage Securities, Inc. deposited the loans in
the trust, which issued the certificates, representing undivided
beneficial ownership in the trust. For federal income tax
purposes, elections will be made to treat the trust as two
separate real estate mortgage investment conduits. Wells Fargo
Bank, National Association will act as trustee.


BOMBARDIER: Agrees to Sell Industrial Vehicle Biz to Camoplast
--------------------------------------------------------------
Bombardier Recreational Products Inc. agreed to sell its
Industrial division headquartered in Granby, Quebec to
Camoplast Inc.

"The sale of the Industrial division is in line with our company's
strategic focus, which is designed to maximise the synergies
between our various products and manufacturing facilities. BRP
will therefore concentrate its energies in the development and
manufacturing of recreational products," stated Jose Boisjoli,
President and CEO, Bombardier Recreational.

For his part, Pierre Marcouiller, President and CEO, Camoplast,
noted the strategic importance of this acquisition for his
company: "We are quite pleased with the agreement for the purchase
of BRP Industrial which provides us with new growth opportunities
and gives us access to the industry's most competent and well
respected workforce."

The Granby manufacturing facility produces snowgroomers for the
majority of North America's ski resorts as well as a line of
tracked vehicles for the natural resources, energy and telecom
industries around the world.

The agreement provides for the jobs and manufacturing operations
to be maintained at the Granby plant.

"I am very pleased to have reached this agreement with Camoplast,
a strategic buyer of BRP Industrial as well as a company with
which we have built a strong relationship over the past 20 years,"
added Mr. Boisjoli.

Mr. Marcouiller stated that "this is indeed an important step in
our company's history and will allow Camoplast to increase its
product line with traction systems for heavy off-road vehicles and
to become the North American leader in the snowgrooming industry."

Completion of this transaction is subject to the approval of
required governmental authorities and to other consents and usual
conditions.  It is expected that the transaction will be closed by
August 30, 2004.

Bombardier Recreational (S&P, 'B+' long-term corporate credit
rating) is a world leader in the design, development,
manufacturing, distribution and marketing of Sea-Doo(R) watercraft
and sport boats, Ski-Doo(R) and Lynx(TM) snowmobiles, Johnson(R)
and Evinrude(R) outboard engines, direct injection technologies
such as Evinrude E-TEC(TM), Bombardier all-terrain vehicles (ATV),
Rotax(TM) engines and karts.

Camoplast inc., a company headquartered in Sherbrooke, Quebec,
Canada, has 1,500 employees in eleven manufacturing sites located
in the United States, Canada, Mexico and Europe.  The main
activities of Camoplast are linked to the manufacturing of rubber
tracks, composite and plastic components aimed at heavy vehicles,
recreational, agricultural, transportation and industrial markets.


BOWNE & CO: S&P Affirms Low-B Ratings & Says Outlook is Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Bowne & Co. Inc. to positive from stable.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit and 'B-' subordinated debt ratings on the New York,
N.Y.-based financial printer.  Total debt at June 30, 2004, is
about $150 million.

"The outlook revision reflects Bowne's improved operating results
over the past several quarters, resulting in a strengthening of
credit measures to levels that are good for the rating," said
Standard & Poor's credit analyst Michael Scerbo.  "In addition, it
is our expectation that this trend is likely to continue in the
near term."

EBITDA for the six months ended June 30, 2004, was about $66
million, a significant increase compared to the prior-year period
mainly due to higher domestic capital market and mergers &
acquisition activity, which favorably affected transaction
printing. In addition to the positive transaction printing results
and momentum, the company's Business and Global Solutions segments
benefited from acquisitions and stable results.  Also, a lower
cost structure, due to the company's restructuring efforts over
the past several years, aided performance.

Given Bowne's leading competitive position in financial printing,
the continued improvement in the market for transactional
financial printing is expected to result in good performance for
that segment.  In addition, Standard & Poor's expects Bowne's
diversification into document management and globalization
solutions businesses to provide a relatively steady revenue and
cash flow stream.  Ratings could be raised if the company can
consistently maintain this stronger financial profile, which would
create a cushion against the volatility of the capital markets.


CAPITAL ENVIRONMENTAL: Plan of Arrangement Takes Effect
-------------------------------------------------------
Waste Services, Inc. (Nasdaq: WSII), the successor to Capital
Environmental Resource Inc., reports that the plan of arrangement
of Capital became effective on July 31, 2004.  All common shares
of Capital, other than those, which by election have become
exchangeable shares of Capital, are now shares of common stock of
Waste Services, Inc.

The Board of Directors of Waste Services, Inc. now consists of:

    * David Sutherland-Yoest,
    * Gary W. DeGroote,
    * Michael B. Lazar,
    * George E. Matelich,
    * Lucien Remillard,
    * Jack E. Short,
    * Wallace L. Timmeny and
    * Michael J. Verrochi.

Commenting on the completion of the migration process, the
Chairman and Chief Executive Officer, David Sutherland-Yoest said:
"We are extremely pleased to have this corporate restructuring
completed.  It will enhance our ability to continue the growth of
our business.  People of the caliber of Jack Short, Wally Timmeny
and Mike Verrochi are welcome additions to our board of directors.  
Their contributions on behalf of the shareholders will be
significant."
    
Waste Services, Inc. is a multi-regional integrated solid waste
services company that provides collection, transfer, disposal and
recycling services in the United States and Canada.  The company's
web site is http://www.wasteservicesinc.com/
    
Shareholder approval of this transaction was reported in the
Troubled Company Reporter on July 29, 2004.


CATHOLIC CHURCH: Tort Committee Hires Tonkon Torp as Counsel
------------------------------------------------------------
Pursuant to Section 1103(a) of the Bankruptcy Code and Rule 2014
of the Federal Rules of Bankruptcy Procedure, the Official
Committee of Tort Claimants of the Archdiocese of Portland in
Oregon sought and obtained permission from the United States
Bankruptcy Court for the District of Oregon to retain Tonkon Torp,
LLP, as general bankruptcy counsel, effective as of July 15, 2004.

According to Donn Christiansen, Chairperson of the Tort Claimants
Committee, Tonkon Torp will provide advice and counsel where the
assistance of an attorney is required in connection with the
Debtor's Chapter 11 case.  Specifically, Tonkon Torp will:

   (a) consult with the Committee concerning the administration
       of the Archdiocese of Portland in Oregon's case;

   (b) advise the Committee of its functions and duties under the
       Bankruptcy Code, specifically including, but not limited
       to those duties specified in Section 1103;

   (c) investigate and identify claims and assets belonging to
       the estate that could result in a recovery for the benefit
       of unsecured creditors;

   (d) advise the Committee concerning alternatives for
       restructuring the Debtor's debts and financial affairs
       pursuant to a plan or, if appropriate, liquidating its
       assets;

   (e) prepare necessary applications, answers, orders, reports,
       and other papers and pleadings on the Committee's behalf;
       and

   (f) advise and assist the Committee in connection with actions
       necessary and appropriate to maximize the value of the
       estate.

Mr. Christiansen relates that Tonkon Torp was selected to
represent the Tort Committee at a meeting at which a majority of
the members participated.

Tonkon Torp will be compensated based on its customary hourly
rates.  Albert N. Kennedy, a partner at Tonkon Torp, will be the
primary attorney handling the case.  The current hourly rates for
the professionals presently designated to work on the case are:

                  Albert N. Kennedy        $325
                  Timothy J. Conway         275
                  Michael W. Fletcher       225
                  F. Jackson Lewis          170
                  Paralegals                 95 - 120

Tonkon Torp's services will be billed to the Debtor's estate as an
administrative expense under Sections 503(b) and 507(a)(1) of the
Bankruptcy Code.  No other arrangement or agreement exists between
the Committee and Tonkon Torp with respect to the payment of the
firm's fees and disbursements.

Out of an abundance of caution, Mr. Kennedy discloses that Tonkon
Torp represents Portland General Electric in unrelated matters.  
Additionally, certain partners and attorneys at Tonkon Torp are
practicing Catholics.

Nonetheless, Mr. Kennedy assures Judge Perris that the firm and
its professionals are "disinterested persons" within the meaning
of Section 101(14) of the Bankruptcy Code and as required under
Section 327.

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)   


CHI-CHI: Outback Gets Rights To 76 Properties For $42.5 Million
----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
approved Outback Steakhouse, Inc. (NYSE: OSI) as the successful
bidder at an auction of designation rights for 76 properties of
Chi-Chi's, Inc., and its affiliates.  The properties include 23
fee properties, 15 sale-leaseback properties with reversion rights
and purchase options, 23 ground leases and 15 leases.  The
properties include furniture, fixtures and equipment and liquor
licenses.

The Outback Steakhouse, Inc., restaurant system operates 857
Outback Steakhouses, 159 Carrabba's Italian Grills, 46 Bonefish
Grills, 25 Fleming's Prime Steakhouse and Wine Bars, 18 Roy's,
five Cheeseburger in Paradise restaurants and two Lee Roy Selmon's
in 50 states and 21 countries internationally.

The designation rights allow Outback Steakhouse, Inc., to transfer
properties to itself, to transfer properties to others or to
require Chi-Chi's to retain properties.

The purchase price for the designation rights is $42.5 million
payable at closing.  Outback Steakhouse, Inc., is responsible for
paying the carrying costs on each of the properties from the
closing date until the date the property is designated for
transfer.  The right to designate properties will expire one year
from the date of closing.  The closing is anticipated to occur
prior to August 31, 2004.  Outback Steakhouse, Inc., expects to
use a significant number of the properties for Outback Steakhouse,
Inc. restaurant brands.

Headquartered in Irvine California, Chi-Chi's, Inc. is is a direct
or indirect operating subsidiary of Prandium and FRI-MRD
Corporation and each engages in the restaurant business.  The
Debtors filed for chapter 11 protection on October 8, 2003 (Bankr.
Del. 03-13063-CGC).  Honorable Charles G. Case II administers the
Debtors' cases.  Bruce Grohsgal, Esq., Laura Davis Jones, Esq.,
Rachel Lowy Werkheiser, Esq., and Sandra Gail McLamb, Esq., at
Pachulski, Stang, Ziehl Young & Jones represent the Debtors in
their restructuring efforts.  The Debtors reported an estimated
$50-100 million in assets and more than $100 million in
liabilities when they filed for bankruptcy.


COGENTRIX ENERGY: Completes 8.75% Sr. Debt Consent Solicitation
---------------------------------------------------------------
Cogentrix Energy, Inc., successfully completed its consent
solicitation with respect to its 8.75% Senior Notes due Oct. 15,
2008.  Cogentrix accepted consents covering $343,766,000 aggregate
principal amount of the Notes, entered into a third supplemental
indenture relating to the Notes and delivered a payment guarantee
with respect to the Notes of The Goldman Sachs Group, Inc., its
ultimate parent company.  All of the outstanding Notes will have
the benefit of the Guarantee.  The Consenting Notes will be
subject to restrictions on transfer under the Securities Act of
1933 but will be eligible for resale pursuant to Rule 144A
thereunder.

Cogentrix Energy, Inc., a wholly owned subsidiary of The Goldman
Sachs Group, Inc., is a leading owner and operator of independent
power and cogeneration assets in North America.  Headquartered in
Charlotte, North Carolina, Cogentrix Energy, Inc., owns a
substantial portfolio of assets consisting primarily of interests
in 26 generation facilities aggregating 3,349 megawatts net
ownership in operation.

                           *   *   *

As reported in the Troubled Company Reporter's July 28, 2004
edition, Standard & Poor's Ratings Services placed its 'B+' rating
on Cogentrix Energy Inc.'s (BB-/Stable/--) $354 million senior
unsecured bonds due 2008 on CreditWatch with positive
implications, following Goldman Sachs' announcement that it will
guarantee this debt issue pending consent from bondholders. Upon
receiving the consent, which is expected by the end of July,
Standard & Poor's will upgrade this debt issue from the current
'B+' rating to Goldman Sachs' senior unsecured rating of 'A+'.

All of Cogentrix's other ratings, which include an issuer rating
of 'BB-' and a senior secured bank loan rating of 'BB+', will
remain the same. The rationale reflects the fact that Cogentrix
will remain the primary obligor to the debt issue to be guaranteed
by Goldman Sachs.  Moreover, Goldman Sachs has not made any
indication that it has any intention to become the primary obligor
to this or other debts issued by Cogentrix.


CONCENTRA OPERATING: Reports $40 Mill. Equity Deficit at June 30
----------------------------------------------------------------
Concentra Operating Corporation reported results for the second
quarter ended June 30, 2004.  The Company reported consolidated
Adjusted Earnings Before Interest Taxes Depreciation and
Amortization of $44,318,000 for the quarter, which reflected an
increase of 9% from $40,722,000 for the same period in the prior
year. Concentra computes Adjusted EBITDA in the manner prescribed
by its bond indentures.  A reconciliation of Adjusted EBITDA to
net income is provided within this press release.

Revenue for the second quarter of 2004 increased 9% to
$283,153,000 from $260,277,000 in the year-earlier period.
Operating income grew 16% to $33,581,000 from $28,981,000 in the
second quarter of last year.  The Company's operating income for
the quarter included $2,502,000 in general and administrative
expenses related to make-whole payments and other compensatory
costs incurred in connection with the Company's refinancing and
dividend transactions.  Net income for the quarter also included a
loss on the early retirement of debt of $11,815,000 related to the
retirement of the majority of Concentra's 13% Senior Subordinated
Notes during the second quarter.  With these losses on debt
retirement and other costs related to the second quarter financing
transactions, net income for the second quarter was $3,590,000
versus $12,397,000 for the same quarter during 2003.

                   Liabilities Exceed Assets

At June 30, 2004, Concentra Operating's balance sheet shows a
$40,185,000 stockholders' deficit.  At December 31, 2004, the
company's balance sheet showed $44,010,000 in positive
stockholders' equity.  Long-term debt increased by nearly $80
million since Dec. 31.

                   Revenue & EBITDA Increase

Concentra's revenue on a year-to-date basis increased 8% to
$555,046,000 from $512,428,000 in the same period of 2003.
Operating income increased 21% to $62,413,000 from $51,753,000 for
the first six months of 2003.  Primarily due to the charges and
expenses related to the Company's second quarter refinancing and
dividend transactions discussed above, net income for the first
half of the year was $11,763,000 versus $19,270,000 in the first
half of 2003.  For the year-to-date period, Adjusted EBITDA was
$83,322,000, up 11% from $74,887,000 in the comparable period last
year.

                  Positive Performance Metrics

"We're continuing to achieve solid performances in our Health
Services and Network Services lines of business," said Daniel
Thomas, Concentra's Chief Executive Officer.  "Growth in our
Health Services segment has been driven primarily by strong visit
growth.  During the quarter, we achieved a 10.3% same-center visit
growth rate.  This 10.3% same-center growth was the key
contributing factor to the Company's total visit growth rate of
12.9% during the quarter.  We believe these gains are due both to
continuing positive nationwide employment trends and the ongoing
success of our sales and account management teams.

"With a 19% growth in our Network Services revenue, this business
segment also provided Concentra with attractive year-over-year
growth. We're pleased that we have continued to achieve broad-
based growth in our group health, workers' compensation, auto, and
other lines of network services business," said Thomas. "Our final
segment, Care Management Services, reflected declines in revenue
and profitability as compared to the prior year. We view these
declines as relating in part to the lingering effects that the
past economic downturn has had on referral trends for these later-
stage case management and independent medical exams services. Our
management team is focused on implementing cost reduction and
other performance improvement initiatives that we believe will
contribute to stronger trends in the quarters to come."

During the second quarter, Concentra completed several financing
transactions which included the issuance of $155,000,000 in 9.125%
Senior Subordinated Notes, the addition of $70,000,000 in
additional term indebtedness under its Senior Credit Facility and
the use of approximately $42,900,000 in retained cash. These
sources of capital were used to provide for the retirement of the
then outstanding $142,500,000 in 13% Senior Subordinated Notes, to
provide for a dividend of approximately $97,300,000 to its parent
company's shareholders, and to pay associated premiums, costs and
expenses.

At June 30, 2004, Concentra had no borrowings outstanding under
its $100,000,000 revolving credit facility and had $60,968,000 in
cash and investments. The Company's cash and investment balances
included an escrow balance of $29,372,000 set aside for the
redemption of the remaining outstanding principal amount of
$27,579,000 in 13% Senior Subordinated Notes and the payment of
the redemption premium called for under the governing indenture.
The Company currently intends to redeem these remaining notes
during the third quarter.

At the conclusion of the second quarter, the Company had a Days
Sales Outstanding of 59 days, which represented a two-day
reduction from the same period last year. For the trailing twelve-
month period ending June 30, 2004, Concentra had net cash provided
by operating activities of $118,283,000.

As a result of the Company's positive operating trends and due to
currently attractive debt market conditions, the Company also
announced that it is considering seeking an amendment to its
Senior Credit Facility which, in addition to other terms and
conditions, would provide for a reduction in the rate of interest
it pays on its senior term indebtedness and an extension of its
senior term debt maturities by one year.  If the Company chooses
to proceed with this amendment, it anticipates that this
transaction would be completed during the third quarter.

Concentra Operating Corporation, a wholly owned subsidiary of
Concentra, Inc., is the comprehensive outsource solution for
containing healthcare and disability costs.  Serving the
occupational, auto and group healthcare markets, Concentra
provides employers, insurers and payors with a series of
integrated services which include employment-related injury and
occupational health care, in-network and out-of-network medical
claims review and repricing, access to specialized preferred
provider organizations, first notice of loss services, case
management and other cost containment services. Concentra provides
its services to over 123,200 employer locations and 3,500
insurance companies, health plans and third party administrators
nationwide.


COVANTA ENERGY: Six Debtors Want More Time to Object to Claims
--------------------------------------------------------------
Pursuant to Rule 9006(b)(1) of the Federal Rules of Bankruptcy
Procedure, the Reorganized Covanta Debtors ask the United States
Bankruptcy Court for the Southern District of New York to extend
the deadline to object to claims asserted against them that relate
to the six remaining Debtors:

   -- Covanta Lake II, Inc.,
   -- Covanta Tampa Bay, Inc.,
   -- Covanta Tampa Construction, Inc.,
   -- Covanta Warren Resource Co., LP,
   -- Covanta Warren Holdings I, Inc., and
   -- Covanta Warren Holdings II, Inc.

Christine L. Childers, Esq., at Jenner & Block, in Chicago,
Illinois, explains that prior to the April 1, 2002 Initial
Petition Date, certain of the Reorganized Debtors executed
guaranties or incurred other contingent obligations relating to
the Remaining Debtors.  Because the Remaining Debtors have not yet
emerged from bankruptcy and because the Covanta Debtors' Second
Reorganization Plan did not apply to the Remaining Debtors, the
Reorganized Debtors' liabilities for claims relating to the
Remaining Debtors, if any, cannot yet be ascertained.  Extending
the Claims Objection Deadline, therefore, allows both the
Reorganized Debtors and the claimants to avoid significant costs
in addressing contingent, unliquidated claims that ultimately may
be addressed and satisfied through the plans of reorganization for
the Remaining Debtors.

The Covanta Tampa Debtors already filed their Joint Plan of
Reorganization, which was subsequently confirmed.  However, the
Covanta Tampa Plan has not yet become effective.  Covanta Lake,
Covanta Warren, Holdings I, and Holdings II have not prepared
plans under Chapter 11.

The Reorganized Debtors suggest that the Court extend the Claims
Objection Deadline until 120 days after the Remaining Debtors'
plans become effective.

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


COX ENTERPRISES: S&P Ratings on Watch Negative After CCI Bid
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
diversified media company Cox Enterprises Inc. (CEI) and all
related entities on CreditWatch with negative implications. The
action follows CEI's announcement of its proposal to acquire the
outstanding publicly held 38% minority interest in 62%-owned
subsidiary Cox Communications Inc. (CCI), a major cable TV system
operator, for cash consideration of $7.9 billion, including fees
and expenses. Assuming the transaction is completed as described,
the corporate credit rating on CEI, which is analyzed on a
consolidated basis with CCI, 62%-owned Cox Radio Inc., and non-
public auto auction, newspaper, and TV broadcasting operations,
would be lowered to 'BBB-' from 'BBB'. The senior unsecured debt
of CEI would be lowered to 'BBB-' or 'BB+', depending on the
resulting placement of debt within the consolidated capital
structure. The senior unsecured debt of CCI and Cox Radio Inc.
would be lowered to 'BBB-' from 'BBB'. The commercial paper
ratings on CEI and CCI would be lowered to 'A-3' from 'A-2'.

"The downgrades would be based on the increased financial risk of
CEI and its subsidiaries from the substantial increase in
consolidated leverage to a level well above 5x debt to EBITDA,
compared with the current measure closer to 3x," said Standard &
Poor's credit analyst Eric Geil. "The resulting leverage would
also be higher than a level appropriate for a 'BBB-' rating on an
ongoing basis, but the ratings would incorporate Standard & Poor's
expectations that CEI has the capacity and commitment to reduce
consolidated debt to EBITDA within a reasonable period to the low-
to mid-4x area, which is in line with a 'BBB-' corporate credit
rating."

Based on Standard & Poor's consolidated analytical approach, the
debt at CEI could be rated one notch below the corporate credit
rating because of structural subordination if the proposed
transaction substantially increases debt at CCI. The private
company auction, newspaper, and broadcasting assets have
substantial asset value and are unencumbered by obligations at
CCI. However, given the strategic importance of CCI to CEI and the
absence of restrictions prohibiting CEI from leveraging or selling
non-cable assets to generate proceeds to alleviate potential
financial stress at CCI, recoveries for CEI debtholders could be
impaired in the event of a default at CCI.

The CreditWatch listing will be resolved upon completion of the
proposed transaction and will be based on final deal terms,
including any potential deleveraging transactions or terms that
could affect the potential notching of the CEI debt.


DANA CORP: Fitch Places $2.3 Bil BB Debt Rating on Watch Positive
-----------------------------------------------------------------
Fitch Ratings has placed Dana Corporation's 'BB' rating for senior
unsecured debt on Rating Watch Positive.  Approximately $2.3
billion of Dana's debt is affected by this rating action.

Dana has recently entered into a definitive agreement to sell its
Automotive Aftermarkets Group with The Cypress Group for $1.1
billion in cash. Moreover, the announced transaction has received
antitrust clearance from the U.S. Federal Trade Commission and
Department of Justice, making third-quarter closing of the
transaction a very high likelihood.

The transaction was valued higher than the $750 million to a $1.0
billion range that Fitch had earlier expected and comparably
better than many transactions seen in the automotive parts
industry. Dana has stated that it intends to use the proceeds from
the transaction to grow the business, make voluntary pensions
contributions (around $200 million), and improve the financial
leverage of the company's capital structure. Depending on the
effective amount of the financial de-levering, in conjunction with
an operating review, the rating could move up to two notches. The
Watch Positive will be resolved upon closing of the transaction
and effective demonstration of the balance sheet de-levering.

Total gross debt at June 30, 2004 for Dana (with DCC on an equity
basis) amounted to $2.3 billion, slightly lower versus year-end
2003. Liquidity was provided by $498 million in cash and $500
million in availability of bank lines. The net debt of $1.8
billion at June 30, 2004 will decrease significantly upon closing
of the transaction. A sizable allocation of the divestiture
proceeds into gross debt reduction can lead to a significant de-
levering of the balance sheet.

Operationally, Dana has seen continued momentum in performance,
enjoying the volume recovery in the commercial truck and other
heavy vehicle markets, some new program gains in the light vehicle
segment, and the filter through of heavy restructuring actions
taken in earlier periods. Sales for the three and six months ended
June 30, 2004 were up 16% for both periods on a nominal basis to
$2.3 billion and $4.6 billion, respectively. Adjusting for
currency effects and acquisition and divestiture activities,
organic sales were up 14% and 13% for the three and six month
periods, respectively.

New program/content on several platforms, plus better production
rate of light trucks in North America where much of Dana's light
vehicle sales are sourced allowed for sales gains in the light
vehicle business. The heavy vehicles side of Dana's operations
enjoyed the strongly rebounding commercial vehicle build
environment in North America where in the second quarter Class 8
heavy duty production shot up 43%. In addition, Dana's exposure to
the off-highway vehicle manufacturers are also contributing to top
line gains as those customers are also seeing good build rates.

With the efficiency gains from earlier restructuring activities
plus the volume increase in demand, Dana was able to overcome raw
material cost spikes and the continued pricing pressure from
customers to restore operating profitability. Consolidated
operating income for the three and six months ended June 30, 2004
shot up to $111 million and $193 million, respectively, versus $65
million and $124 million. Second quarter 2004 operating profit
margin is now in the mid single digit range, broadly in the range
of large tier 1 automotive suppliers. However, the recent
operating margins still lag the high single digit range Dana
generated in the late 90s and the better performing tier 1
suppliers in the peer set.


DEVLIEG BULLARD: First Creditors Meeting Slated for August 16
-------------------------------------------------------------
The United States Trustee will convene a meeting of Devlieg
Bullard II, Inc.'s creditors at 2:30 p.m., on August 16, 2004, in
Room 2112, 2nd Floor, J. Caleb Boggs Federal Building, 844 King
Street, Wilmington, Delaware 19801.  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 Machesney Park, Illinois, Devlieg Bullard --
http://www.devliegbullard.com/-- provides a comprehensive  
portfolio of proprietary machine tools, aftermarket replacement
parts, field service and premium workholding products.  The Debtor
filed for Chapter 11 protection on July 21, 2004 (Bankr. Del. Case
No. 04-12097).  James E. Huggett, Esq., at Flaster Greenberg
represents the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed both
estimated debts and assets of more than $10 million.


DIVERSIFIED ASSET: Class B-1 Notes Get BB- Ratings from Fitch
-------------------------------------------------------------
Fitch Ratings has placed the following classes of notes issued by
Diversified Asset Securitization Holdings II, L.P. (DASH II) on
Rating Watch Negative:

   -- Class A-2L Notes 'A-';

   -- Class B-1 Notes 'BB-'.

DASH II is a structured finance collateralized debt obligation
(CDO) managed by Western Asset Management Co, (WAMCO) and
originated by Asset Allocation & Management, LLC (AAMCO). WAMCO
became the substitute asset manager for AAMCO in October, 2002.
Fitch recently assigned WAMCO an asset manager rating of '2' based
on depth of market experience and knowledge of the ABS sector.

DASH II was established on September 13, 2000, to issue $496
million in notes and limited partnership interests. The portfolio
supporting the CDO is comprised of residential mortgage-backed
securities, commercial mortgage-backed securities, and commercial
and consumer asset backed securities.

Fitch is currently reviewing the effect of the deterioration in
the credit quality of DASH II's collateral pool on its rated
notes.

Since the last rating action, the class A overcollateralization
ratio decreased from 113.70% as of September 30, 2003 to 111.2% as
of the most recent trustee report dated July 2, 2004, the class B
overcollateralization ratio has decreased from 104.4% to 102.0%
and now fails versus the trigger of 103.0%. Defaulted assets have
increased from .65% as of September 30, 2003 to 5.42% of the total
collateral and eligible investments. Assets rated 'BBB-' or lower
represented approximately 24.24%, excluding defaults.

The portfolio default and rating performance has increased the
risk to the notes to a point where the risk may no longer be
consistent with their respective ratings. Fitch is analyzing the
transaction in detail. Appropriate action will ensue upon
completion of its analysis. The rating on the class A-2L notes
addresses the timely payment of interest and ultimate payment of
principal, whereas the ratings on the class B-1 notes address the
ultimate payment of interest and principal.


DYKESWILL LTD: Bankruptcy Lawyer Withdraws After Finding Conflict
-----------------------------------------------------------------
Harlin C. Womble, Jr., Esq., at Jordan, Hyden, Womble & Culbreth,
P.C., says he has to withdraw as Dykeswill, Ltd.'s bankruptcy
counsel.  Two days after filing Dykeswill's bankruptcy petition,
Mr. Womble tells the U.S. Bankruptcy Court for the Southern
District of Texas, Corpus Christi Division, that he discovered a
conflict of interest that makes it impossible for the Firm to meet
the disinterestedness test needed to represent the company.

Mr. Womble discovered that he's been providing services to some of
Dykeswill's creditors . . . and didn't discover the conflict until
after filing the petition.  

Headquartered in Corpus Christi, Texas, Dykeswill Ltd., filed for
Chapter 11 protection on July 26, 2004 (Bankr. S.D. Tex. Case No.
04-20974).  When the company filed for protection from its
creditors, it listed over $10 million in assets and debts of more
than $1 million.


EDISON MISSION: S&P Places Junk & Low-B Ratings on Watch Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating on Edison Mission Energy and related companies' ratings on
CreditWatch with positive implications.

These rating actions follow Edison Mission's announcement that it
has entered into an agreement to sell its remaining 5,381 MW (net)
international power generation portfolio (other than Contact
Energy Limited) to a consortium comprising International Power PLC
(BB/Watch Neg/--) (70%) and Mitsui & Co. Ltd. (BBB+/Positive/A-2)
(30%) for proceeds of approximately $2.3 billion.  Edison
Mission's announcement follows a previous announcement that Edison
Mission has entered into an agreement to sell its 51.2% interest
in Contact Energy Limited to Origin Energy for proceeds of
approximately $750 million.  Standard & Poor's views these
announcements as a positive step toward improving credit quality
at the Edison Mission companies, so long as the proceeds are used
to reduce financial leverage.

"While [Edison Mission] has taken several steps toward reducing
its financial leverage and improving its credit quality, such as
successfully reducing and refinancing debt at Midwest Gen and by
entering into agreements to sell all of its international assets,
Standard & Poor's needs to see significant improvement in credit
protection measures after the asset sales are consummated for the
ratings to change," said credit analyst Arleen Spangler. "Standard
& Poor's does not expect merchant power markets to become capacity
constrained until late in the decade, a situation that could
eventually benefit Edison Mission's credit profile."

Edison Mission, an indirect, wholly owned subsidiary of Edison
International (EIX; BB+/Stable/--), is an independent power
producer that owns and operates 80 power plants with ownership
interest of 18,733 MW.  Edison Mission also owns Edison Mission
Marketing and Trading, a power marketing and trading subsidiary.
MEHC is a holding company that owns all of the stock of Edison
Mission.  As of March 31, 2004, Edison Mission had recourse debt
outstanding of $3.1 billion, including a $1.4 billion guarantee of
the termination value of the Powerton/Joliet operating leases.

            All Ratings Placed On Creditwatch Positive

               Edison Mission Marketing and Trading
         
         Corporate credit rating                     B

         Edison Mission Energy Funding Corp.
         Corporate credit rating                     B
             
         Mission Energy Holding Co.
         $800 mil senior secured notes              CCC

         Midwest Generation LLC
         Corporate credit rating                     B
         $700 mil 1st lien term loan due 2011        B+
         $200 mil 1St lien working cap fac due 2009  B+
         $333.5 mil pass through certificates*       B
         $813.5 mil pass through certificates*       B
         *(Guarantor: Edison Mission Energy)

         Midwest Finance Corp.
         $1 bil sr secd 2nd lien notes due 2034*     B-
         *(Guarantor: Midwest Generation LLC)

         Homer City Funding LLC
         $300 mil securitized lease oblig bonds      BB
         $530 mil securitized lease oblig bonds      BB


ENRON CORP: Wants to Recover $6,563,908 of Preferential Transfers
-----------------------------------------------------------------
On or within 90 days before its bankruptcy petition date, the
Enron Corporation Debtors made, or caused to be made, transfers to
27 creditors:

      Creditor                                          Amount
      --------                                          ------
      Aqualine Resources, Inc.                        $389,799
      Aquatech International Corporation                92,109
      Arizona Glove & Safety                            23,782
      Arklatex Truck & Equipment Corporation            20,000
      Armor General Contractors, Inc.                   20,325
      CSG Services, Inc.                                92,135
      Corestaff Services                             1,828,292
      Corporate Builders                                24,000
      Corporate Express                                137,164
      County of Bergen                                  30,000
      Crestline Construction Co., LLC                  385,754
      Goulds Pump, Inc.                                310,086
      Granite Construction Company                     374,777
      Grant Wilson                                      33,640
      Harrison Trane                                    20,029
      Hatch                                             26,306
      Henry Pratt Company                              259,938
      High Plain Septic Services, Inc.                  67,000
      Hill Brothers                                     72,971
      Hines Interest Limited                           307,472
      Hitachi America, Ltd.                          1,129,500
      James B. Honan                                    20,000
      Kyoeisha                                          43,775
      Middough Construction Company                     42,076
      Milam Construction Company                       112,866
      Missouri Valley, Inc.                            315,690
      Mitsubishi                                       384,422
                                                 -------------
          TOTAL                                     $6,563,908

Neil Berger, Esq., at Togut, Segal & Segal, LLP, in New York,
relates that:

    (a) the Transfers constitute transfers of interest of the
        Debtors' property;

    (b) the Debtors made, or caused to be made, the Transfers
        to, or for the benefit of, the Creditors;

    (c) the Debtors made, or caused to be made, the Transfers
        for, or on account of, antecedent debts owed to the
        Creditors prior to the dates on which the Transfers were
        made;

    (d) the Debtors were insolvent when the Transfers were made;

    (e) the Transfers enabled the Creditors to receive more than
        they would have received if:

        -- Enron's cases were administered under Chapter 7 of the
           Bankruptcy Code;

        -- the Transfers had not been made; and

        -- the Creditors had received payment of the debt to the
           extent provided by the Bankruptcy Code.

Thus, Mr. Berger contends that the Transfers constitute avoidable
preferential transfers pursuant to Section 547(b) of the
Bankruptcy Code.  In accordance with Section 550(a), the Debtors
may recover from the Creditors the amount of the Transfers, plus
interest.

In the alternative, Mr. Berger asserts that the Transfers are
avoidable fraudulent transfers under Section 548(a)(1)(B) since:

    (a) the Transfers constitute transfers of interest in the
        Debtors' property;

    (b) the Transfers were to or for the benefit of the
        Creditors;

    (c) the Debtors received less than reasonable equivalent
        value in exchange for some or all of the Transfers;

    (d) the Debtors were insolvent, or became insolvent, or had
        unreasonably small capital in relation to their
        businesses or their transactions at the time or as a
        result of the Transfers; and

    (e) the Transfers were made within one year before the
        Petition Date.

Accordingly, the Debtors ask the United States Bankruptcy Court
for the Southern District of New York to:

    (i) avoid and set aside the Transfers pursuant to Section
        547(b);

   (ii) in the alternative, avoid and set aside the Transfers
        pursuant to Section 548(a)(1)(B);

  (iii) direct the Creditors to immediately pay them an amount
        equal to the Transfers pursuant to Section 550(a),
        together with interest from the date of the Transfers; and

   (iv) award them attorney's fees, costs and other expenses
        incurred. (Enron Bankruptcy News, Issue No. 119;
        Bankruptcy Creditors' Service, Inc., 215/945-7000)


ENRON: Alleges Former Employees Breached Confidentiality Pacts
--------------------------------------------------------------
Enron North America Corporation and Enron Industrial Markets,
LLC, believe that former EIM employees Robert Richard, Craig
Rickard, Andrew Conner, and their newly formed company, Pulp and
Paper Risk Management Consultants, LP, breached various
confidential agreements they entered into with the Debtors.
Messrs. Richard, Rickard and Conner had performed valuation
analyses of the Debtors' forest products trading contracts before
they were terminated.

Melanie Gray, Esq., at Weil, Gotshal & Manges, LLP, in New York,
relates that Messrs. Richard, Rickard and Conner are believed to
have disclosed:

    (a) Enron's overall pricing strategies in the forest
        products trading industry;

    (b) the pricing relationships between certain forest products
        and the relationships between past and present prices
        -- the Price Curves;

    (c) the methodology used to create the Price Curves;

    (d) the historical research on which the Price Curves were
        based;

    (e) the valuation of trading contracts, including the future
        value of the transactions that Enron would have received
        under the contracts had they not been terminated; and

    (f) Enron's postpetition strategy for how best to maximize
        Forward Value recovery of terminated contracts from its
        forest products trading counterparties for Enron and its
        creditors.

After the three Employees' termination, they formed PPRM, a
consulting business purportedly focusing on risk management in the
forest product industry.  Regardless of PPRM's stated focus, it is
clear that Messrs. Richard, Rickard and Conner are using the
Confidential Information in connection with the sale of their
services, which include developing future value and trading
information for Enron counterparties that the Counterparties can
use against Enron in the negotiations over the Forward Value of
the Swap Agreements owed to Enron.

While the extent of the former Employees' wrongful use of the
Confidential Information is unknown, Ms. Gray informs the United
States Bankruptcy Court for the Southern District of New York that
the Debtors learned through its negotiation with two
counterparties -- The Miles Kimball Company and Lillian Vernon
Corporation -- that the former Employees already have disclosed
Confidential Information to them through their performance of
Forward Value analyses of Enron's Swap Agreements with the two
Counterparties.  The Confidential Information was shared to allow
Miles and Lillian personnel to counter with their own valuation
estimates that are in direct contrast to the Enron Price Curves,
which were validated by PricewaterhouseCoopers, with input from
Mr. Richard.

Despite their continuing obligation of confidentiality to Enron,
and despite Enron's request and demand for nondisclosure, Messrs.
Richard, Rickard and Conner nonetheless disclosed confidential and
proprietary information to Miles and Lillian.  Ms. Gray adds that
not only did Messrs. Richard, Rickard and Conner wrongfully
disclose the Confidential Information to a counterparty, but they
also used it for their benefit and to the Debtors' detriment.

Ms. Gray contends that Messrs. Richard, Rickard and Conner's
unfair practices have caused the Debtors substantial economic
damages by reducing the value of its bargaining positions against
Miles and Lillian and preventing the Debtors from expeditiously
resolving the Forward Value of the Lillian Agreement.

Accordingly, the Debtors ask the United States Bankruptcy Court
for the Southern District of New  York to:

    (a) award them compensatory damages for Messrs. Richard,
        Rickard and Conner's breach of contract; and

    (b) award them reasonable attorney's fees and interest.
        (Enron Bankruptcy News, Issue No. 119; Bankruptcy
        Creditors' Service, Inc., 215/945-7000)


FEDERAL-MOGUL: Insurers Want Plan Balloting Stayed Pending Appeal
-----------------------------------------------------------------
Pursuant to Rule 8005 of the Federal Rules of Bankruptcy
Procedure, certain Underwriters at Lloyds, London and London
Market Insurers ask Judge Lyons of the United States Bankruptcy
Court for the District of Delaware to stay the balloting on the
Third Amended Plan of Reorganization of the Federal-Mogul
Corporation and its debtor-affiliates and subsidiaries pending
appeal of the Voting Procedures Order.

John S. Spadaro, Esq., at Murphy Spadaro & Landon, in Wilmington,
Delaware, argues that the Court erred when it entered the Voting
Procedures Order because the Order:

    (a) allows parties who do not meet the requirements of Section
        1126(a) of the Bankruptcy Code and are not eligible to
        vote to have an allowed claim to accept or reject the
        Plan;

    (b) allows holders of disputed, unliquidated or contingent
        claims to vote on the Plan Confirmation when the alleged
        claimholders have not filed a claim and cannot be deemed
        to have filed a claim;

    (c) allows attorneys to cast votes on behalf of alleged
        holders of Asbestos Personal Injury Claims without
        complying with Rule 2019 of the Federal Rules of
        Bankruptcy Procedure;

    (d) authorizes a procedure that does not satisfy the
        fundamental requirements of the Bankruptcy Code and
        the Bankruptcy Rules regarding proofs of claim and
        qualification of voting claimholders, to permit non-
        claimholders to vote; and

    (e) allows alleged claimants who do not hold valid claims
        under state law, because they are uninjured, to vote to
        accept or reject the Plan, thus further perpetuating the
        asbestos litigation crisis.

Despite the fact that the Debtors' cases have been pending for
more than three and one-half years, the Debtors have not asked the
Court to establish a bar date for asbestos personal injury claims,
as required by Bankruptcy Rule 3003(c)(3).  However, Mr. Spadaro
notes, at the start of the case, the Debtors listed tens of
thousands of individuals as holders of contingent, unliquidated
and disputed claims arising from alleged exposure to asbestos
containing products manufactured by the Debtors.

The Notice of Meeting of Creditors distributed by the Debtors at
the beginning of the bankruptcy case provides that:

    "Creditors whose claims are not scheduled or whose claims are
    listed as disputed, contingent, or unliquidated as to amount
    and who desire to participate in the cases or share in any
    distribution must file their proofs of claim."

Mr. Spadaro notes that the Voting Procedures Order dispenses with
the proof of claim requirement and allows asbestos personal injury
claimants to vote based on nothing more than the unsupported
certification of the claimant's counsel.  The Order also fails to
prevent the unimpaired claim holders from voting on the Plan.

Furthermore, Mr. Spadaro says, the procedures established by the
Order are not authorized by the Bankruptcy Code and improperly
sidesteps the claims allowance process.  The London Market
Insurers are assured to prevail on the merits of their appeal
because the Order violates Section 1126(a) of the Bankruptcy
Code.

On the contrary, the London Market Insurers will be irreparably
injured if the balloting on the Debtors' Plan is not stayed.  If
the Debtors are able to obtain confirmation of the Plan based on
these flawed processes and effect substantial consummation of the
Plan, the London Market Insurers will face arguments that their
failure to obtain a stay of the Order has rendered the issue moot.  
If a Plan is confirmed under flawed procedures, the London Market
Insurers anticipate that the Debtors may use the Plan Confirmation
Order to argue that they are not entitled to coverage for the
payment of claims that do not meet the requirements of applicable
state law.

The London Market Insurers believe that a stay of the Order will
not harm other parties.  Any additional delay to require the
filing of proofs of claim by asbestos claimants will be
significantly shorter than the delay that would be caused by
reversal of the Order on appeal.  Furthermore, a stay will avoid
the unnecessary expense that would be caused by a having to re-do
the solicitation, balloting and plan confirmation hearing process.

                       Plan Proponents Object

The Debtors, together with the Official Committee of Unsecured
Creditors, the Official Committee of Asbestos Claimants, the Legal
Representative for Future Asbestos Claimants, and JPMorgan Chase
Bank, as Administrative Agent for the Debtors' prepetition
lenders, assert that the Insurers' stay request should be denied
based on four independent grounds:

    (1) The appeal itself is improper because the Voting
        Procedures Order is an interlocutory order for which
        the London Market Insurers have not sought, much less
        obtained leave to appeal;

    (2) The appeal is also improper because the London Market
        Insurers lack standing to bring the appeal;

    (3) Even if those shortcomings were not dispositive, the
        London Market Insurers fail to satisfy even one of the
        four required elements for obtaining a stay pending
        appeal, much less carry their burden of satisfying all
        four.  The four requirements are:

        * the movant must make a strong showing of likelihood of
          success on the merits,

        * the movant must make a showing of irreparable harm if
          the stay is not granted,

        * the granting of the stay must not substantially harm
          other parties, and

        * the granting of the stay must serve the public interest;
          and

    (4) Finally, the stay sought is largely moot as a result of
        the London Market Insurers' considerable delay in seeking
        the stay.

Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub, P.C., in Wilmington, Delaware, tells the Court that
the Debtors have distributed 87,000 of the Solicitation Packages,
including ballots and begun implementing their notice program
relating to their plan of reorganization at an $11 million
approximate total cost to date.

Staying the solicitation process at this time will not prevent the
expenditure of those funds, Ms. Jones points out, but can only
harm the Debtors, their estates, and their creditors by delaying
the Debtors' reorganization process to the benefit of no one save
the London Market Insurers, while sowing mass confusion among the
Debtors' creditors and interest holders who, unlike the London
Market Insurers, are entitled to vote on the Plan.

The Official Committee of Equity Security Holders joins the Plan
Proponents' objection to the Insurers' Stay Request pending
Appeal.

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)


FIRST UNION: S&P Ups & Cuts Ratings on Series 1997-C2 Certificates
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on classes
B, C, D, and E of First Union-Lehman Brothers Commercial Mortgage
Trust's commercial mortgage pass-through certificates series
1997-C2. At the same time, the rating on class J is lowered, and
the ratings on classes A-3, F, G, H, and K are affirmed.

The raised and affirmed ratings reflect increased credit support
levels that adequately support the ratings under various stress
scenarios.  The lowered rating stems from anticipated losses from
the specially serviced loans.

As of July 2004, the trust collateral consisted of 323 commercial
mortgages with an outstanding balance of $1.495 billion, down
32.1% from issuance.  Since issuance, there have been cumulative
principal losses of $22.08 million, or 1.0% of initial pool
balance.  The master servicer, Wachovia Bank, N.A. (Wachovia),
reported either full- or partial-year 2003 net cash flow (NCF)
debt service coverage ratios (DSCRs) for 79.5% of the pool. Credit
tenant lease loans (CTLs) comprise another 12.8% of the pool
and are not included in the financial reporting figure.  Eight
loans totaling 2.3% of the pool have been fully defeased.
Excluding the CTLs and the defeased loans, Standard & Poor's
calculated the current weighted average DSCR for the pool to be
1.38x, compared to 1.31x for the same loans at issuance.

The current weighted average DSCR for the top 10 loans, which
comprise 16.6% of pool, is 1.40x, up from 1.35x at issuance.  This
calculation excludes two CTL loans, Blue Cross Blue Shield of Utah
(not rated by Standard & Poor's) and Office Depot - Delray Beach
(Office Depot rated BBB-/Stable).  One of the top 10 loans,
Cypress Palms and Sabal Palms, is specially serviced.

At present, there are 14 loans with the special servicer, CRIIMI
MAE Inc., with a current combined balance of $111.64 million
(7.5%) of the pool balance. Five loans totaling $28.1 million
(1.9%) are secured by lodging properties, and four loans totaling
$24.2 million (1.6%) are secured by multifamily properties. A
hotel property and a retail property are REO (1.93%). Of the 14
loans, two are current; the rest are delinquent. Only one loan,
the REO lodging property, has an appraisal reduction amount (ARA)
outstanding, at $11.64 million.

     -- Cypress Palms and Sabal Palms, the eighth-largest loan in
        the pool and the largest specially serviced loan, has a
        current balance of $21.87 million (1.46% of the pool,
        $61,942 per bed). The borrower has kept the loan current
        but has requested a modification to the existing payment
        terms. Cypress Palms is a 131-bed assisted living facility
        and Sabal Palms is a 222-bed skilled nursing facility that
        includes a 30-bed pediatric unit. Both are located in
        Largo, Fla. (near Tampa) and are owned and operated by the
        Goodman Group. Sabal reported a DSCR of 1.44x and 97%
        occupancy for year-end 2003, while Cypress reported DSCR
        of 0.19x and occupancy of 63%. Combined, they reported a
        0.87x DSCR. The Goodman Group also owns and operates the
        Royal Palms Senior Residence in Largo, Fla. This related
        loan, for $13.73 million, is also current and in special
        servicing. A 183-unit independent senior living facility
        secures the loan. DSCR was 1.15x and occupancy was 85% for
        year-end 2003. Appraisals were completed for all three and
        each indicated values near the outstanding loan amounts.

     -- Sheraton Orlando North has a current balance of $16.3         
        million (1.09%) and a total exposure of $20.25 million
        ($51,383 per room). The loan is REO and is secured by a
        394-room hotel built in 1985 and located in Maitland, Fla.
        (Orlando market). The Sheraton flag was terminated in
        January 2003. The hotel has been renamed Hotel Orlando
        North and is operating at a loss without a flag. A
        significant loss is expected when the property is
        liquidated.

     -- Brandon Crossing Shopping Center has a current balance of
        $12.5 million (0.84%) and a total exposure of $15.0
        million ($53 per square foot). It is secured by a 293,544-
        sq.-ft. retail property built in 1985 and located in
        Brandon, Fla. (east of Tampa). It is REO. A furniture
        store took some space in December 2003. CRIIMI intends to
        improve occupancy and then liquidate. Most recent
        occupancy is reported to be 66%. A loss is expected upon
        disposition.

The current servicer's watchlist includes 88 loans totaling $313.2
million (20.95%). The largest loan on the watchlist, for $17.57
million (1.17%), appears on the watchlist due to low NCF DSCR of
0.39x. It is a multifamily property located in Las Vegas. The
average loan balance on the watchlist is $3.56 million.

The pool has large geographic concentrations in Florida (16.9%),
New York (12.5%), California (9.2%), and Texas (7.3%). Significant
collateral type concentrations include retail (39.5%), multifamily
(26.5%), office (15.0%), lodging (10.25%), and healthcare (4.5%).

Standard & Poor's stressed various loans in the mortgage pool,
paying closer attention to the specially serviced and watchlisted
loans. The expected losses and resultant credit enhancement levels
adequately support the current rating actions.
   
                           Ratings Raised
   
         First Union-Lehman Brothers Commercial Mortgage Trust
          Commercial mortgage pass-thru certs series 1997-C2
   
                           Rating
               Class   To          From   Credit Enhancement (%)
               B       AAA         AA                    32.41
               C       AAA         A                     25.05
               D       A-          BBB                   16.94
               E       BBB+        BBB-                  14.73
   
                          Rating Lowered
   
         First Union-Lehman Brothers Commercial Mortgage Trust
          Commercial mortgage pass-thru certs series 1997-C2
   
                          Rating
               Class   To         From   Credit Enhancement (%)
               J       CCC+       B-                     2.94
    
                $1         Ratings Affirmed
   
         First Union-Lehman Brothers Commercial Mortgage Trust
          Commercial mortgage pass-thru certs series 1997-C2
   
               Class   Rating   Credit Enhancement (%)
               A-3     AAA                      39.78
               F       BB+                      10.31
               G       BB                        7.00
               H       BB-                       5.89
               K       CCC-                      1.47


FISHER SCIENTIFIC: S&P Lifts CreditWatch After Apogent Merger
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Hampton,
New Hampshire-based laboratory and life science equipment provider
Fisher Scientific International Inc. as follows:

   -- Corporate credit to an investment-grade 'BBB-' from 'BB';
   -- Senior secured to 'BBB' from 'BB+';
   -- Senior unsecured to 'BBB-' from 'BB-'; and
   -- Subordinated debt to 'BB+' from 'B+'.

At the same time, the following actions were taken on the ratings
on Apogent Technologies Inc.:

   -- The 'BBB-' corporate credit rating is withdrawn;
   -- The 'BBB-' senior unsecured rating was affirmed; and
   -- The 'BB+' subordinated ratings are affirmed.

The outlook is stable.

The ratings on Fisher Scientific are removed from CreditWatch,
where they were placed March 17, 2004, in light of Fisher's
agreement to combine with 'BBB-' rated Apogent in an exchange of
stock.

"In Standard & Poor's view, the financial strengthening effect of
this all-stock transaction outweighs the integration risk that
accompanies all major business combinations," said Standard &
Poor's credit analyst David Lugg. "The acquisition will
significantly advance Fisher's goal of increasing its proportion
of self-manufactured products while improving its overall capital
structure and expanding cash flow. Still, this is its largest-ever
acquisition and the fourth announced in less than 12 months.
Fisher may be challenged to manage the integration of facilities
and staff while continuing to provide the high level of service
expected by its customers."

Fisher has effectively used acquisitions to change its overall
business mix to emphasize manufacturing rather than distribution.
Pro forma for the acquisition of Apogent, proprietary products are
expected to exceed 60%, rising from about 50% before. During the
past 12 months, Fisher has acquired laboratory products companies
Perbio Science AB, Oxoid Group Holdings Ltd., and Dharmacon Inc.
for a combined $1.1 billion, all initially financed with debt.
About $300 million of common equity was issued during this time to
repay a portion of the borrowings. Standard & Poor's expects a
significant moderation in this acquisition program in the next 12
to 18 months, until the Apogent integration is completed and a
significant portion of debt is repaid.


FT WILLIAMS: Meeting of Creditors Scheduled for August 25
---------------------------------------------------------
The Bankruptcy Administrator will meet with FT Williams Company
Inc.'s creditors at 2:00 p.m., on August 25, 2004, in the U.S.
Bankruptcy Administrators Office, Suite 205, 402 West Trade
Street, Charlotte, North Carolina 28202.  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 Charlotte, North Carolina, FT Williams, filed for
Chapter 11 protection on July 27, 2004 (Bankr. W.D. N.C. Case No.
04-32623).  Kevin Michael Profit, Esq. and Travis W. Moon, Esq, at
Hamilton Gaskins Fay and Moon, represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed above $10 million in total assets and
above $10 million in total debts.


GREENBRIAR CORP: Settles Internal Revenue Service Examination
-------------------------------------------------------------
Greenbriar Corporation has entered into an agreement with the
Internal Revenue Service to resolve an examination arising out of
the issuance, defeasance, and remarketing of certain tax-exempt
bonds.

As previously announced, the IRS indicated that it was considering
assessing a penalty against the Company under section 6700 of the
Internal Revenue Code because of the Company's participation in
these transactions.

In participating in the transactions, which occurred approximately
12 years ago, the Company relied on advice rendered by the
investment banking firm of J.C. Bradford & Co., which is now an
affiliate of UBS PaineWebber, and certain nationally-recognized
law firms. The individual who directed the Company's participation
in the transactions no longer is employed by the Company.

Pursuant to the agreement, the Company remitted $216,000 to the
IRS. As specified in the agreement, the Company agreed to treat
the remittance as a penalty pursuant to section 6700. However, the
Company expressly denied that it engaged in any conduct that would
be subject to penalty under the tax law. Consequently, it entered
into the agreement solely for the purpose of avoiding the expense
and burden of further proceedings.

Pursuant to a 2002 agreement between the IRS and UBS PaineWebber,
the IRS agreed not to dispute or otherwise challenge the tax-
exempt status of the bonds.

The bonds in question were:

   -- the Development Authority of Colquitt County Revenue Bonds
      (Southern Care Corporation Facility) Series 1991 A and C;

   -- the Development Authority of Richmond County Revenue Bonds
      (Southern Care Corporation Facility) Series 1991 A and C;

   -- the Savannah Economic Development Authority Revenue Bonds
      (Southern Care Corporation Facility) Series 1991 A and C;    
      and

   -- the Washington Wilkes Payroll Development Authority Revenue
      Bonds (Southern Care Corporation Facility) Series 1991 A and    
      C.

Greenbriar Corporation, its subsidiaries and affiliates is
principally a real estate company which owns or leases retirement
specific real estate and an outlet shopping mall.  In addition,
the Company owns oil and gas leases.  The Company strives to
enhance the value of these properties by proper operations and
marketing.  The Company can then, if it wishes, sell or lease the
properties at their appreciated value.

                         *   *   *

As reported in the Troubled Company Reporter's April 16, 2004  
edition, on January 8, 2004, the Company was notified by the  
Internal Revenue Service (IRS) in the form of a Section 6700 Pre-
Assessment Letter that the IRS was considering assessing penalties  
under Section 6700 of the Internal Revenue Code as a result of the  
Company's organization or assistance in connection with the  
issuance and sale of Series A and Series C bonds.  

Earlier this year, the Company said it would pursue actions
against the professionals who advised it regarding the sale of the
bonds.  

In light of the uncertainties regarding the ultimate outcome of  
this tax matter the Company's auditors included a going concern
uncertainty paragraph in their 2003 Audit Report.


GSR MORTGAGE: Fitch Gives Low-B Ratings to 2 Certificates Classes
-----------------------------------------------------------------
Fitch rates GSR Mortgage Loan Trust, series 2004-9, $965.4 million
residential mortgage pass-through certificates as follows:

   -- Classes 1A1, 1AX, 1A2, 2A1, 3A1, 3A2, 4A1, 5A1 through 5A8,
      6A1, 7A1, and R (senior certificates, $929,041,100) 'AAA';

   -- Class B1 ($16,480,000) 'AA';

   -- Class B2 ($9,208,000) 'A';

   -- Class B3 ($4,846,000) 'BBB';

   -- Class B4 ($3,877,000) 'BB';

   -- Class B5 ($1,938,000) 'B'.

The 'AAA' rating on the senior certificates reflects the 4.15%
subordination provided by the 1.70% class B1, the 0.95% class B2,
the 0.50% class B3, and the 1.00% privately offered classes B4,
B5, and B6 certificates. The ratings on class B1 through B5
certificates reflect each certificates' respective level of
subordination. The ratings also reflect the quality of the
underlying collateral, the strength of the legal and financial
structures, and the master servicing capabilities of Chase
Manhattan Mortgage Corporation, which is rated 'RMS1-' by Fitch.

The mortgage loans are divided into seven separate mortgage loan
groups. Each loan group's senior certificates will receive
interest and/or principal from its respective mortgage loan group.
In certain, very limited circumstances relating to a pool
experiencing 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 experiencing such conditions. The
subordinate certificates will be cross-collateralized and will
receive interest and/or principal from available funds collected
in the aggregate from all mortgage pools. The mortgage loan groups
are aggregated for statistical purposes as represented below.

As of the cut-off date July 1, 2004, the mortgage pool consists of
hybrid adjustable-rate mortgage loans with an approximate balance
of $969,268,711. After an initial fixed-interest rate period of
either six months, three, five, seven, or 10 years, the interest
rate will adjust annually based on the sum of either the six-month
LIBOR, one-year LIBOR, or one-year CMT index and a gross margin
specified in the applicable mortgage note. Some of the loans are
interest-only mortgage loans, which require interest-only payments
until the month following the first adjustment date. The mortgage
loans were originated by Countrywide Home Loans Inc. (65.20%),
Wells Fargo Bank, N.A. (9.60%), Washington Mutual Bank (8.90%),
National City Mortgage Co. (7.50%), IndyMac Bank, FSB (3.40%),
Bank of America, N.A. (3.30%), Bank One, N.A (1.60%), and ABN AMRO
Mortgage Group, Inc. (0.60%).  The mortgage pool has an average
unpaid principal balance of $490,521 and a weighted average credit
score of 728. The pool has approximately 60.1% and 6.0% with
credit scores above or equal to 720 and below 660, respectively.
The weighed average months to the first adjustment date is 36
months. The state that represents the largest geographic
concentration of mortgaged properties is California (53.10%). All
other states constitute fewer than 5% of properties in the pool.

None of the mortgage loans are 'high cost' loans as defined under
any local, state, or federal laws.

GS Mortgage Securities Corp. deposited the loans in the trust,
which issued the certificates, representing undivided and
beneficial ownership in the trust.  For federal income tax
purposes, the trustee will cause multiple REMIC elections to be
made for the trust.  Chase Manhattan Mortgage Corporation will
serve as the master servicer.  JPMorgan Chase Bank will act as
securities administrator and Wachovia Bank, N.A will serve as the
trustee.


HALLIBURTON: Settles with SEC for $7.5 million
----------------------------------------------
Halliburton (NYSE: HAL) reached a settlement in the investigation
by the Securities and Exchange Commission involving Halliburton's
1998 and 1999 disclosure of and accounting for the recognition of
revenue from unapproved claims on long-term construction projects.

"We are pleased to bring closure to this matter," said Dave Lesar,
chairman, president and chief executive officer, Halliburton.  
"The resolution of this issue and the pending resolution of the
company's asbestos liability will help us focus on strengthening
our business in energy services and engineering and construction."

The company's settlement with the SEC covers a failure to disclose
a 1998 change in accounting practice.  Halliburton disclosed its
change in accounting practice in its 1999 Form 10-K and has
disclosed it since.  The SEC did not determine that the company
departed from generally accepted accounting principles. Therefore
there will be no restatement of prior period financial statements.
The SEC did not find errors in accounting or fraud.

Halliburton neither admitted nor denied the SEC's findings, but
agreed to pay a $7.5 million civil penalty, and will take a charge
of that amount in the second quarter of 2004.  The penalty, in
part, reflects the SEC's view that there were lapses in the
company's cooperation with the SEC staff, which had the effect of
delaying the production of information and documentation necessary
to an expeditious completion of its investigation.  As part of the
settlement, the company agreed to cease and desist from committing
or causing future securities law violations.

As a result of reaching this settlement, the company adjusted its
previously announced second quarter 2004 results to record an
additional $7.5 million in general corporate expense.  After the
effect of this adjustment, the company's second quarter 2004 loss
from continuing operations was $58 million or $0.13 per share
compared to the $54 million or $0.12 per share previously
announced.  Net loss for the second quarter of 2004 was $667
million or $1.52 per share compared to the $663 million or $1.51
per share previously announced.  

Halliburton, founded in 1919, is one of the world's largest
providers of products and services to the petroleum and energy
industries. The company serves its customers with a broad range of
products and services through its Energy Services and Engineering
and Construction Groups. The company's World Wide Web site can be
accessed at http://www.halliburton.com/


HAYNES INT'L: Plan Confirmation Hearing Slated for August 16
------------------------------------------------------------
On June 28, 2004, the United States Bankruptcy Court for the
Southern District of Indiana approved the Disclosure Statement
with respect to the First Amended Joint Plan of Reorganization of
Haynes International, Inc., and its debtor-affiliates and debtors-
in-possession.

The Honorable Anthony J. Metz III will convene a hearing to
consider confirmation of the Debtors' plan on August 16, 2004, at
2:30 p.m., in Indianapolis.  At that hearing, Judge Metz will
confirm the Plan if he finds that each of the 13 standards
articulated in Section 1129 of the Bankruptcy Code are met.  Those
13 standards are:

      (1) the Plan complies with the Bankruptcy Code;

      (2) the Debtors have complied with the Bankruptcy Code;

      (3) the Plan was proposed in good faith;

      (4) all plan-related cost and expense payments are
          reasonable;

      (5) the Plan identifies the individuals who will serve as
          officers and directors post-emergence;

      (6) no governmental regulatory commission has
          jurisdiction, after confirmation of the Plan,
          over the Debtors;

      (7) creditors receive more under the plan than they would
          in a chapter 7 liquidation;

      (8) all impaired creditors have voted to accept the Plan,
          or, if they voted to reject, then the Plan complies
          with the absolute priority rule;

      (9) the Plan provides for full payment of Priority Claims;

     (10) at least one non-insider impaired class voted to
          accept the Plan;

     (11) the Plan is feasible and confirmation is unlikely to
          be followed by a liquidation or need for further
          financial reorganization;

     (12) all amounts owed to the Clerk and the U.S. Trustee
          will be paid; and

     (13) no retiree benefits are impermissibly modified.

Any objections to the Plan must be filed with the Clerk of Court
no later than 5:00 p.m. on August 9, 2004.  Copies of those
objections must be served on:

     Counsel to the Debtors:  

          John Wm. Butler, Jr., Esq.
          J. Eric Ivester, Esq.
          Skadden, Arps, Slate, Meagher & Flom LLP
          333 West Wacker Drive, Suite 2100
          Chicago, Illinois 60606

               - and -

          Jeffrey A. Hokanson, Esq.
          Ice Miller
          One American Square
          Box 82001
          Indianapolis, Indiana 46282-0002

     The Office of the United States Trustee:

          U.S. Department of Justice
          Southern District of Indiana
          101 West Ohio Street, Suite 1000
          Indianapolis, Indiana 46204

     Counsel for the Creditors' Committee:  

          Michael Stamer, Esq.
          Akin, Gump, Strauss, Hauer, & Feld, LLP
          590 Madison Avenue
          New York, New York, 10002

               - and -

          James M. Carr, Esq.
          Baker & Daniels
          300 North Meridian Street
          Indianapolis, Indiana 46204

     Counsel for the Postpetition Lenders:

          Jonathon N. Helfat, Esq.
          Otterbourg, Steindler, Houston & Rosen, P.C.
          230 Park Avenue, 29th Floor
          New York, New York 10169

               - and -  

          Deborah L. Thorne, Esq.
          Barnes & Thornburg
          One North Wacker Drive, Suite 4400
          Chicago, Illinois 60606

               - and -

          Michael K. McCrory, Esq.
          Barnes & Thornburg
          11 South Meridian Street
          Indianapolis, Indiana 46204

     Counsel for Blackstone:  

          Wilson S. Neely, Esq.
          Simpson Thatcher & Bartlett LLP
          425 Lexington Avenue
          New York, New York 10017

Copies of the Plan, the Disclosure Statement, and the Solicitation  
Procedures Order may be viewed at the office of the Clerk of Court  
or at http://www.ilnb.uscourts.gov/or by contacting:  

               Kurtzman Carson Consultants LLC
               Attn: Haynes International Inc.
               12910 Culver Boulevard, Suite 1
               Los Angeles, California 90066
               Telephone (866) 381-9100

The Dislcosure Statement and Plan may also be obtained at  
http://www.kccllc.net/haynes

Haynes International, Inc., develops, manufactures and markets  
technologically advances, high performance alloys primarily for  
use in the aerospace and chemical processing industries. The  
company, along with its affiliates, filed for chapter 11  
protection (Bankr. S.D. Ind. Case No. 04-05264) on March 29, 2004  
J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP  
and Jeffrey A. Hokanson, Esq., at Ice Miller represent the Debtors  
in their restructuring efforts.  When Haynes filed for chapter 11  
protection, it listed total assets of $187,000,000 and total debts  
of $362,000,000.


HYDRON TREATMENT: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Hydron Treatment Technologies, LLC
        14550 East Easter Avenue, Suite 800
        Englewood, Colorado 80112

Bankruptcy Case No.: 04-26503

Type of Business: The Debtor is engaged in the business of water
                  treatment service equipment and supplies.
                  See http://www.hydrontt.com/

Chapter 11 Petition Date: August 2, 2004

Court: District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: Glenn W. Hagen, Esq.
                  8925 South Ridgeline Boulevard, Suite 108
                  Highlands Ranch, CO 80129
                  Tel: 303-683-1163

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Ringwood Company              Trade debt                $215,860

Matlink                       Trade debt                $116,782

VanAire                       Trade debt                $112,150

United Resource Systems Inc.  Trade debt                 $56,175

ETO Corporation               Trade debt                 $21,063

Revere Conrol Systems         Trade debt                 $19,093

Frontier Fabricating, LLC     Trade debt                 $18,602

Environmental Monitoring &    Trade debt                 $18,318
Technologies

Environmental Engineering &   Trade debt                 $15,708
Contracting

Jacobs Chase                  Trade debt                 $15,600

Univar USA Inc.               Trade debt                 $13,765

Nickerson Co., Inc.           Trade debt                 $13,346

Tank Equipment                Trade debt                 $12,000

HyChem, Inc.                  Trade debt                 $10,788

Hans Lundgren V.              Trade debt                  $9,237

Andritz Ruthner               Trade debt                  $8,400

Fluid Dynamics, Inc.          Trade debt                  $8,387

CETCO                         Trade debt                  $8,288

Capital One                   Bank loan                   $8,199

Pacific Press, Co.            Trade debt                  $8,122


IMC HOME EQUITY: S&P Discloses Class B 1998-1 Notes in Default
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B mortgage-backed certificates issued by IMC Home Equity Loan
Trust 1998-1 to 'D' from 'CCC'. Concurrently, ratings are affirmed
on the other outstanding classes from the same transaction.

The lowered rating reflects the complete depletion of
overcollateralization, resulting in a cumulative principal write-
down of $201,609.  It is anticipated that the class will continue
to suffer principal losses.  As of the July 20, 2004 distribution
date, total delinquencies were 43.05% of the current pool balance,
and 35.81% were 90 or more days delinquent.  Realized losses
totaled 6.83% of the original pool balance.

The affirmed ratings reflect sufficient levels of credit support
to maintain the current ratings, despite the high delinquencies.
Current credit support percentages range from 1.57x to 2.41x their
original percentages.

Due to the poor performance of this pool of mortgage loans,
Standard & Poor's will continue to closely monitor this
transaction to ensure that the assigned ratings accurately reflect
the risks associated with this security.

The underlying collateral for this transaction are fixed-rate,
first- and second-lien mortgages on one- to four-family
residential properties.
   
                        Rating Lowered
   
             IMC Home Equity Loan Trust 1998-1
   
                           Rating
               Class   To          From
               B       D           CCC
         
                        Ratings Affirmed
   
             IMC Home Equity Loan Trust 1998-1
   
               Class       Rating
               A-5, A-6    AAA
               M-1         AA
               M-2         A


INTEGRATED ELEC'L: Resets 2004 3rd Qtr Results Release to Aug. 13
-----------------------------------------------------------------
Integrated Electrical Services, Inc. (NYSE: IES) rescheduled its
fiscal 2004 third quarter earnings release and conference call.

The company is delaying its third quarter earnings release due to
its ongoing evaluation of certain large and complex projects at
one subsidiary that experienced project management changes in the
latter part of the third quarter.  Based on initial estimates, the
company expects reduced profitability on these projects and is
revising its fiscal 2004 third quarter guidance.

The company now expects its third quarter to result in a loss of
$0.01 to $0.05 per share compared to prior guidance of $0.04 to
$0.07 of earnings per diluted share.

Roddy Allen, IES' President and CEO, stated, "Although we cannot
provide actual earnings for the quarter today, I can provide some
color on current market conditions and our outlook for the year.  
We are beginning to see signs of economic recovery in the amount
of new project work we are being awarded.  We added $201 million
of new larger project work, defined as projects greater than
$300,000, to backlog during the third quarter.  This is the most
new work we have added to backlog in the past seven quarters.  Our
total backlog at the end of the third quarter was $704 million
compared to $703 million last quarter and $747 million at the end
of last year's third quarter.

"IES expects earnings in the fiscal fourth quarter of 2004 to
range between $0.10 and $0.16 per share, which includes $0.01 to
$0.02 of expenses related to merging the three underperforming
subsidiaries into other entities.  We expect earnings for the year
to range between $0.35 and $0.45 per diluted share including the
release of $6.3 million or $0.16 per share of a tax valuation
allowance that occurred in the first six months of the year,
offset by a $5.2 million or $0.08 per share cost from the
retirement of bonds that occurred on March 30, 2004."

The company expects to release actual results on Friday, August
13, 2004 after the market closes and has rescheduled its earnings
conference call for Monday, August 16, 2004.  

Integrated Electrical Services, Inc. is the leading national
provider of electrical solutions to the commercial and industrial,
residential and service markets.  The company offers electrical
system design and installation, contract maintenance and service
to large and small customers, including general contractors,
developers and corporations of all sizes.

                        *     *     *    

As reported in the Troubled Company Reporter, June 25, 2004
edition, Standard & Poor's Ratings Services placed its 'BB'
corporate credit and bank loan ratings and 'B+' subordinated debt
rating on Integrated Electrical Services Inc. on CreditWatch with
negative implications. At March 31, 2004, the Houston, Texas-based
electrical contracting services provider had about $254 million in
total debt outstanding.

"The CreditWatch listing reflects expectations of reduced
profitability in part due to underperforming operations and high
raw material costs, which IES has not been able to pass through to
the end-customer," said Standard & Poor's credit analyst Heather
Henyon.  As such, it does not appear that the company will be able
to achieve Standard & Poor's expectations for leverage (3x-3.5x
total debt to EBITDA) or cash flow in fiscal 2004.


INTERLINE BRANDS: Reports $281M Stockholders' Deficit at June 25
----------------------------------------------------------------
Interline Brands, Inc., a leading distributor and direct marketer
of maintenance, repair and operations products, reported record
sales of $185.4 million for the fiscal quarter ending June 25,
2004, a 16.1% increase over sales of $159.7 million in the
comparable 2003 period.  Revenue increased primarily as a result
of new sales and marketing initiatives, improving conditions in
the Company's core facilities maintenance and professional
contractor markets, and the November 2003 acquisition of Florida
Lighting, Inc.  Operating income was $17.4 million and net income
was $7.0 million for the second quarter of 2004, compared to
$16.1 million operating income and a $5.4 million net loss during
the comparable period in 2003.

At June 25, 2004, Interline Brands' balance sheet showed a
$281,411,000 stockholders' deficit, compared to a deficit of
$264,536,000 at December 26, 2003.

Interline's President and Chief Executive Officer, Michael Grebe,
commenting on the Company's performance, stated "We are pleased
with our results for the quarter.  We are achieving good returns
on the investments we made in sales growth initiatives last year
and are experiencing increased demand for our products."

Gross profit increased $10.4 million to $70.9 million in the
second quarter of fiscal 2004, up from $60.5 million in the 2003
comparable period.  As a percentage of sales, gross profit was
38.3% in the second quarter of 2004 compared to 37.9% in the
second quarter of 2003.  Beginning in the third quarter of 2003,
the Company reclassified freight costs paid by its customers from
selling, general and administrative expenses to net sales in order
to more properly reflect these amounts as earned revenue.
Excluding this freight reclassification, gross profits as a
percentage of sales for the second quarters of 2004 and 2003 were
unchanged.

SG&A expenses increased by $8.7 million to $50.1 million in the
second quarter of 2004 from $41.4 million in the comparable period
for the prior year.  Although the 2003 freight reclassification
resulted in a $1.4 million increase to both net sales and SG&A
expense, there was no effect on operating income during the 2004
second quarter. Excluding the effects of the freight
reclassification and the Florida Lighting acquisition, SG&A
expenses increased by $4.4 million, or 10.7%. This increase was
primarily related to incremental delivery and selling expenses
associated with increased sales volume and continued investment in
sales and marketing initiatives.

For the six month period ended June 25, 2004, sales were
$358.0 million, a $43.4 million or 13.8% increase over sales of
$314.6 million for the comparable period ended June 27, 2003.  The
sales increase was attributable to the same factors impacting the
second quarter of 2004. Excluding the effect of the third quarter
2003 freight reclassification and the Florida Lighting
acquisition, revenue for the six month period increased 7.5% over
the comparable 2003 period.

Gross profit increased 14.3%, or $17.1 million, to $136.7 million
for the six months ended June 2004 from $119.6 million in the
comparable 2003 period. As a percentage of sales, gross profit was
38.2% compared to 38.0% for the comparable period in 2003.
Excluding the third quarter 2003 freight reclassification, the
gross margin percent for the six months ended June 2004 was 37.7%,
with gross margins being impacted by increased sales of lower
margin commodity products such as copper tubing and PVC pipe.

SG&A expenses were $98.3 million for the six months ended 2004
compared to $83.0 million in the comparable prior year period, an
increase of $15.3 million. Excluding the effect of the 2003
freight reclassification and the Florida Lighting acquisition,
SG&A expenses increased by $6.9 million, or 8.4%, primarily as a
result of incremental delivery and selling expenses associated
with increased sales volume and continued investment in sales and
marketing initiatives.

Interline Brands, Inc. is a leading direct marketing and specialty
distribution company with headquarters in Jacksonville, Florida.
Interline provides maintenance, repair and operations (MRO)
products to professional contractors, facilities maintenance
professionals, hardware stores, and other customers across North
America and Central America.


INT'L SHIPHOLDING: S&P Downgrades Corporate Credit Rating to B+
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on International Shipholding Corp. to 'B+' from 'BB-' and
senior unsecured rating to 'B-' from 'B'.  The outlook is stable.

"The rating action reflects concerns that International
Shipholding Corp.'s financial profile, while improving gradually,
will remain below previous expectations and at levels more
consistent with the revised rating," said Standard & Poor's credit
analyst Kenneth L. Farer.  The New Orleans, Louisiana-based
shipping company has about $300 million of lease-adjusted debt.

Ratings on International Shipholding Corp. reflect an aggressive
financial profile (characterized by significant debt leverage and
somewhat constrained liquidity), participation in the competitive
and capital-intensive shipping industry, and modest size of the
company. Positive credit factors include the company's stable,
intermediate- to long-term ship charter agreements, which provide
a steady stream of revenue and cash flow, and its well-established
operations in niche segments of the shipping industry. The company
provides specialized ocean transportation services using U.S. and
foreign flag vessels, ship charter brokerage, and ship agency
services.  International Shipholding's assets consist of 35 ocean-
going vessels, 917 LASH (lighter aboard ship; combination
shipping/barge units) barges for use with its LASH vessels, and
various related handling facilities.

Until the second quarter of 2004, year-over-year revenues and
operating income had improved in each of the last five quarters,
and total debt levels have been reduced by approximately $40
million due to scheduled repayments and repurchase of a portion of
the company's unsecured notes at a discount. However, these modest
improvements have had only a small positive affect on the
company's credit measures.  Although second-quarter financial
statements have not been released, reported revenues and earnings
for the second quarter of 2004 were below the comparable 2003
figures, due to an increase in the number of out-of-service days
and additional maintenance expenses.

For a given period, the company's revenues and expenses may
fluctuate substantially, depending on the mix of the charters and
contracts.  However, the contract nature of the company's business
segments results in revenues, earnings, and cash flow that are
fairly stable for an ocean shipping company.  Credit measures
continue to be depressed due to a fairly high debt burden and
associated interest expense.  For the 12 months ending March 31,
2004, funds from operations to debt was 17.6%, compared with
11.7% for 2002.  At March 31, 2004, lease-adjusted debt to capital
was 70.1%.  These measures are not expected to have changed
materially during the second quarter.  Standard & Poor's expects
International Shipholding's credit ratios to improve modestly over
the near-to-intermediate term with increasing freight volumes and
continued cost control, but remain overall fairly weak.

International Shipholding's credit ratios are expected to improve
modestly over the near-to-intermediate term with increasing
freight volumes and continued cost control.  However, upside
ratings potential is limited by the nature of the company's fixed-
rate charter contracts, participation in the capital-intensive and
competitive shipping industry, and aggressive financial profile.


J.C. PENNEY: Fitch Upgrades $1.5B Bank Loan Rating to BBB-
----------------------------------------------------------
Fitch Ratings has upgraded J.C. Penney Co., Inc.'s $1.5 billion
secured bank facility to 'BBB-' from 'BB+', its senior unsecured
notes to 'BB+' from 'BB', and its convertible subordinated notes
to 'BB' from 'B+'.  Penney's ratings are removed from Rating Watch
Positive, where they were placed on June 17, 2004.  Approximately
$5.2 billion of debt is currently outstanding.  The Rating Outlook
is positive.

The upgrades follow the sale of the Eckerd drugstore business and
reflect the expectation of a significant reduction in financial
leverage over the next two years.  The Positive Outlook reflects
solid operating momentum in the company's department store
business, which is generating strong comparable store sales growth
and improving margins.

In addition to the $3.5 billion of cash proceeds from the sale of
Eckerd, Penney intends to use approximately $1.1 billion of the
company's $3.0 billion cash position as of May 1, 2004 to
reposition its capital structure.  The repositioning includes
using $2.35 billion to repurchase common shares and approximately
$2.3 billion to retire callable debt and scheduled debt maturities
over the next two years.  Penney is expected to maintain strong
liquidity, as well as benefit from a significant reduction in
lease debt attributable to Eckerd stores.  As a result, Penney's
financial leverage is expected to drop sharply over the next two
years, with lease-adjusted debt/EBITDAR declining to an estimated
range of 3 times (x)-3.5x from 5.0x as of May 1, 2004.

Within its department stores, Penney has made meaningful headway
in improving the fashion content and presentation of its apparel
offerings while better integrating its merchandising and marketing
efforts.  The company has also overhauled its supply chain, which
should lead to reduced costs and a more effective flow of goods
into the stores.  These efforts led to a strong 8.3% increase in
comparable store sales in the six months ended July 2004,
following three consecutive positive years.  At the same time,
Penney's operating margin improved to 5.7% in the first quarter of
2004 from 2.2% one year earlier, toward a 2005 goal of 6%-8%.

While the company's comparable store sales growth will likely
moderate in the second one-half of 2004 as comparisons become more
difficult, Fitch expects that Penney could reach the low end of
its targeted 6%-8% operating margin range this year, one year
earlier than planned.  Fitch will continue to monitor Penney's
operations and will take further actions as Penney demonstrates
sustainable comparable store sales momentum and margin improvement
together with ongoing debt reduction.


JLG INDUSTRIES: S&P Affirms 'BB-' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit, its 'BB' senior secured bank loan rating, its 'B+' senior
unsecured debt, and its 'B' subordinated debt ratings on JLG
Industries, Inc.  At the same time, Standard & Poor's removed the
ratings from CreditWatch, where they had been placed on Feb. 20,
2004.  The outlook is stable.

"The actions follow our analysis of the company's financial
profile and policies after JLG's internal review of revenue
recognition practices for the past three fiscal years and the
first six months of fiscal 2004," said Standard & Poor's credit
analyst Nancy Messer.

Hagerstown, Maryland-based JLG, a manufacturer of access and
material-handling equipment, mostly serving the cyclical rental
equipment markets, has restated financial statements for the
fiscal year ended July 31, 2003, and the fiscal 2004 first quarter
to correct the premature recognition of revenues from one
transaction with a single customer that was originally recorded in
July 2003.  Following its internal review, JLG enacted
enhancements to cure weaknesses that were identified in its
procedures and controls, correct the accounting error, and prevent
the recurrence of the circumstances that resulted in the need to
restate prior-period financial statements.

JLG concluded that one transaction was incorrectly reported as a
sale, rather than a consignment sale, which under generally
accepted accounting principles, allows recognition of the revenues
only upon final sale of the equipment by the consignee.  The
restatement resulted in an $8.7 million reduction of revenue and
$1.8 million reduction in net income in the fourth quarter of
fiscal 2003.  The reclassification of the transaction resulted in
an increase in revenue and profit recognized over the first three
quarters of fiscal 2004, offset in part by expenses related to the
internal inquiry and subsequent restatement.

JLG announced in February that it had been notified that the SEC
had begun an informal inquiry relating to accounting and financial
reporting in connection with the company's restatement of its
audited financial statements.

"The ratings affirmation reflects our view that the financial
restatement has not weakened the company's liquidity position or
its access to bank credit facilities, since the financial
restatement involved timing of recognition of a sale," Ms Messer
said.  "There has been no negative effect on previously reported
cash flow from operations, although JLG has incurred some
additional costs to conduct the internal review and implement
tighter internal controls.  Still, if the scope of the SEC inquiry
were to expand, if the size of the restatement were to be
increased or additional items disclosed, or if access to bank
facilities were to be affected, none of which are anticipated at
this time, we could reassess our view."


LANVISION: Inks New $3.5M 3-Yr. Facility to Fund Working Capital
----------------------------------------------------------------
LanVision Systems, Inc. (Nasdaq: LANV) has repaid its existing
long-term debt and the related deferred interest payable at
maturity.  Simultaneously therewith, LanVision entered into a new
$3.5 million three year term facility with the Fifth Third Bank of
Cincinnati, Ohio, to support its working capital needs.  Under the
terms of the new agreement, interest is due quarterly, at the
prime rate plus 2%, with annual principal payments necessary to
retire the loan in three years.  The agreement contains the usual
and customary covenants, including minimum tangible net worth,
fixed charge coverage ratio, funded debit to EBITDA, etc.

Paul W. Bridge, Jr., LanVision's Chief Financial Officer
commented, "Based on the current prime rate and the anticipated
outstanding loan balance during the second half of the current
fiscal year, the anticipated interest expense will be $109.6
thousand compared with $955.8 thousand in the second half of the
prior fiscal year or a reduction in interest expense of $846.2
thousand, or approximately $0.09 per share, for the second half of
the current fiscal year. For the next fiscal year (2005), the
annual interest expense is anticipated to be approximately $148.0
thousand compared with $908.0 thousand anticipated for the current
fiscal-year (2004), or a reduction of approximately $760.0
thousand in interest expense."

J. Brian Patsy, LanVision's President commented, "The payment of
the previous higher interest debt, which was undertaken in fiscal
1998 in connection with the restructuring of LanVision, is now
complete.  The new loan will allow us: greater operating
flexibility, the ability to prepay the loan, at any time, from
anticipated future increases in operating cash flow, and/or the
ability to invest the interest savings in future growth
opportunities.  This milestone marks the beginning of a new era
for LanVision, and we believe that the terms of the new bank loan
recognize the great progress LanVision has made in the past three
years in returning the Company to consistent operating
profitability.  LanVision has generated in excess of $2 million of
Operating Profit in each of the last three years. During the same
three year period, LanVision's interest expense from the prior
loan was a combined $5.9 million.  LanVision has achieved a
significant milestone by eliminating the heavy ongoing interest
burden."

                  About LanVision Systems, Inc.

LanVision is a healthcare information technology company focused
on digitally streamlining healthcare by providing solutions that
improve document-centric information flows while complementing and
enhancing existing transaction-centric healthcare information
systems.  The Company's workflow and document management solutions
bridge the gap between current, inefficient paper-based processes
and transaction-based healthcare information systems by 1)
electronically capturing document-centric information from
disparate sources, 2) electronically directing that information
through vital business processes, and 3) providing access to the
information for authenticated users (such as physicians, nurses,
administrative and financial personnel and payers) across the
continuum of care.

                           *     *     *

                 Liquidity and Capital Resources

In its Form 10-Q for the quarterly period ended April 30, 2004,
filed with the Securities and Exchange Commission, LanVision
Systems reports:

"During the last five fiscal years, LanVision has funded its
operations, working capital needs, and capital expenditures
primarily from a combination of cash generated by operations, and
a $6,000,000 loan. LanVision's liquidity is dependent upon
numerous factors, including the timing and amount of revenues and
collection of contractual amounts from customers, amounts invested
in research and development and capital expenditures, and the
level of operating expenses.

"LanVision has carefully monitored operating expenses during the
last four fiscal years, and believes it will continue to improve
operating results in fiscal 2004. Notwithstanding the level of
revenues and operating profits in fiscal years 2001 through 2003,
for the near future, LanVision will need to assess continually its
revenue prospects compared to its then current expenditure levels.
If it does not appear likely that revenues will increase, it may
be necessary to reduce operating expenses or raise cash through
additional borrowings, the sale of assets, or other equity
financing. Certain of these actions will require lender approval.
However, there can be no assurance LanVision will be successful in
any of these efforts. If it is necessary to reduce significantly
operating expenses, this could have an adverse effect on future
operating performance."


MCCANN: Chapter 11 Trustee Hires Todtman Nachamie as Counsel
------------------------------------------------------------
Lee E. Buchwald, Esq., the Chapter 11 Trustee appointed in McCann,
Inc.'s bankruptcy proceeding, asks the U.S. Bankruptcy Court for
the Southern District of New York for permission to hire Todtman,
Nachamie, Spizz & Johns, PC as his counsel.

Mr. Buchwald tells the Court that he wants Todtman Nachamie to
"further investigate [his] remedies and undertake whatever steps
are necessary to maximize the proceeds from an orderly liquidation
of the Debtor's assets."  Specifically, the Trustee will look to
the law firm to:

   (i) collect monies on construction projects;

  (ii) commence avoidance actions under Chapter 5 of the
       Bankruptcy Code; and

(iii) prepare a plan of liquidation to conclude the
       Debtor's Chapter 11 case.

The Trustee tells the Court that that Todtman Nachamie represented
the group of creditors who filed and prosecuted an involuntary
Chapter 7 petition against the Debtor.

Scott S. Markowitz, Esq., reports that Todtman Nachamie received a
$35,000 retainer from the Debtor on April 14, 2004, for services
performed representing the out-of-court committee.  The Firm has
fully utilized the retainer.  The Firm will waive any claims if
that's required to meet the disinterestedness requirement imposed
under the Bankruptcy Code.  

Headquartered in New York, New York, McCann, Inc., is a commercial
interior general contracting company.  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.


MERRILL CORP: Completes $210 Million Refinancing Transaction
------------------------------------------------------------
Merrill Corporation, a global, diversified communications and
document services provider, completed a $210 million refinancing
transaction.  Credit Suisse First Boston and Banc of America
Securities LLC were the co-lead arrangers of the credit facility,
which consists of a $50 million revolving credit facility and $160
million of term loan facilities.  The proceeds were used to
refinance existing debt, to repurchase its outstanding senior
discount notes and for working capital and general corporate
purposes.  The transaction was substantially over-subscribed.

"The attractive pricing and terms of the new financing will save
the company more than $5 million annually and provide greater
operational flexibility," said John Castro, CEO of Merrill
Corporation.  "This reflects the improved results the company has
been generating over the last year."

Castro added that most of the lenders from Merrill's existing
syndicated facility became lenders under the new credit
arrangement and that the transaction also attracted a number of
new bank and institutional lenders.

                   About Merrill Corporation

Merrill Corporation -- http://www.merrillcorp.com-- is a  
diversified communications and document services company applying
advanced information systems and intranet/Internet technology to
provide a wide range of services to its financial, legal and
corporate clients.  Merrill's services integrate traditional
composition, imaging and printing services with online document
management, distribution and collaborative solutions.  This
integrated approach helps streamline the preparation and
distribution of business-to-business communication materials.
Merrill Corporation serves its domestic clients through 45 offices
in 33 cities throughout the United States.  Its international
clients are served through the client service centers in London,
Paris and Frankfurt, as well as a joint venture with Quebecor
World in Canada and other affiliate relationships in Europe, Asia,
Latin America and Australia.

Moody's Investors Service assigned its B1 rating to this new
credit facility in early July.  Moody's rates $146 of outstanding
Senior Subordinated Notes, due 2009, at Caa1.  


METRO TELECONNECT: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Metro Teleconnect Companies Inc.
        2150 Herr Street
        Harrisburg, Pennsylvania 17103

Bankruptcy Case No.: 04-04671

Type of Business: The Debtor is a prepaid, local and long
                  distance telephone service provider.
                  See http://www.metrotelco.com/

Chapter 11 Petition Date: August 2, 2004

Court: Middle District of Pennsylvania (Harrisburg)

Judge: Mary D. France

Debtor's Counsel: Lawrence G. Frank, Esq.
                  2023 North Second Street
                  Harrisburg, PA 17102
                  Tel: 717 234-7455

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


MIRANT CORP: Wants Court Approval of Ramapo Settlement Agreement
----------------------------------------------------------------
Mirant Corporation and its debtor-affiliates and subsidiaries ask
the United States Bankruptcy Court for the Northern District of
Texas to approve a settlement among Mirant New York, Inc., The
Town of Ramapo, The Ramapo Central School District, The Assessor
of the Town of Ramapo, The Board of Assessment Review of the Town
of Ramapo, and the County of Rockland.

Ian T. Peck, Esq., at Haynes and Boone, LLP, in Dallas, Texas,
relates that in July 1999, the Debtors purchased the Ramapo Power
Plant, along with certain other power plants in New York State,
from O&R and Consolidated Edison Company of New York, Inc.  The
Debtors paid $2,100,000 for the Ramapo Power Plant.  The Ramapo
Power Plant is capable of generating 37.9 megawatts of electricity
at peak operations.

The Ramapo Power Plant is located in the Town of Ramapo, New York.  
Thus, the Ramapo Power Plant is subject to yearly ad valorem taxes
by the Ramapo Tax Authorities.  In the years following the
Debtors' purchase, the Ramapo Power Plant has been taxed on these
equalized assessments of value:

                    Year      Assessed Value
                    ----      --------------
                    2000        $17,175,744
                    2001         20,844,911
                    2002         22,188,540
                    2003         25,844,212

According to Mr. Peck, there were no capital improvements on the
Ramapo Power Plant between 2000 and 2003.  For each year from 2000
to 2003, the Ramapo Tax Authorities levied real property taxes
against the Ramapo Power Plant in excess of $600,000.  In 2003,
those taxes accounted for 46.9% of the Ramapo Power Plant's
operating expenses, without regard to fuel costs.

In light of what the Debtors saw to be an enormous disparity
between the book value of the Ramapo Power Plant established in
the 1999 purchase and the assessed value in subsequent years,
Mirant NY timely commenced tax certiorari proceedings in New York
state court challenging the valuation by the Ramapo Tax
Authorities.  In the Ramapo State Proceedings, Mirant NY claimed a
reduction in the assessed values of the Ramapo Power Plant, which
would result in refunds totaling $393,114.

Given certain factors, including the lack of any significant
incentives for the Ramapo Tax Authorities to move the Ramapo State
Proceedings forward with any deliberation, the Ramapo State
Proceedings did not materially progress in state court after their
filing.  Mr. Peck reports that from 2000 to 2002, the Ramapo State
Proceedings were not assigned to a judge who would eventually hear
the cases, no discovery had taken place, and no motions were
filed.  Also, the Ramapo State Proceedings were placed on
suspension while Mirant and the Town of Haverstraw, New York
negotiated and executed a settlement agreement presumably
resolving a similar real property tax dispute.  Mirant believed
that the Haverstraw Settlement would serve as a model settlement
for the Ramapo State Proceedings.  However, Haverstraw reneged
within a week of signing the Haverstraw Settlement.  Mirant sought
to enforce the Haverstraw Settlement, but in April 2003, the New
York Appellate Division reversed the trial court decision and
refused to enforce the Haverstraw Settlement.

To ensure the efficient administration of the Debtors' bankruptcy
estates and to provide accelerated visibility to the ongoing
financial viability of their generation assets in New York, Mr.
Peck recalls that on September 30, 2003, the Debtors filed the 505
Motion, requesting the Bankruptcy Court to determine the Debtors'
correct New York real property tax liabilities related to the New
York Power Plants, including the Ramapo Power Plant.

The Ramapo Tax Authorities opposed the Court's exercise of
jurisdiction over the 505 Motion.  On January 8, 2004, the Court
established its jurisdiction over the 505 Motion, and ruled that
it would exercise that jurisdiction.  The January 8 Order was
crafted to allow the Ramapo State Proceedings to proceed to trial
in New York provided, among other things, that they could be
timely adjudicated.  In any event, the Court ensured a timely
adjudication of the Debtors' tax disputes with Ramapo under the
505 Motion by scheduling a trial beginning on September 20, 2004.

On February 17, 2004, the Ramapo Tax Authorities sought leave to
file an interlocutory appeal from the January 8 Bankruptcy Court
Order.  The Debtors opposed the Ramapo Interlocutory Motion.  On
April 30, 2004, after "[h]aving carefully considered the motions,
responses, and replies" the Honorable Terry R. Means of the
United States District Court for the Northern District of Texas
denied the Ramapo Interlocutory Motion, finding it "premature."

To preserve its rights under the Bankruptcy Code, including its
setoff rights under Section 558 of the Bankruptcy Code, Mirant NY
did not pay its 2003 tax bills of $663,279 issued by the Ramapo
Tax Authorities, comprised of:

    (1) County/Town tax bills issued for the tax period
        January 1, 2003 to December 31, 2003, totaling $169,843;
        and

    (2) the School District tax bills issued for the tax period
        July 1, 2003 to June 30, 2004, totaling $493,436.

On April 1, 2004, the County paid the $663,279 of Unpaid 2003-
2004 Ramapo Taxes to the Town and the School District.

Absent the Settlement Agreement, Mr. Peck is concerned that
Mirant NY could eventually owe the County $663,279 for the
assessment year 2003 plus applicable penalties and interest at a
12% annual statutory rate.

Under the January 8 Order, the dispute between the Debtors and the
Ramapo Tax Authorities are to be tried either by the Bankruptcy
Court or the New York Court no later than September 2004.  Given
the Court's directive, the Debtors immediately began to prepare
for trial in state court.  Shortly thereafter, Mirant NY and the
Town engaged in extensive and extended settlement negotiations to
resolve the Ramapo State Proceedings.

The parties agree that:

    (a) The pending 2000, 2001, 2002 and 2003 real property tax
        disputes are resolved;

    (b) The Debtors and the Ramapo Tax Authorities establish a
        value for real property tax purposes for the Ramapo Power
        Plant through 2006, the maximum look-forward permitted by
        law;

    (c) The equalized assessed value for the Ramapo Power Plant
        is reduced by more than 83%, from $25,844,212 to
        $4,379,652;

    (d) The tax assessments of the Ramapo Power Plant is reduced
        based on the "Original Assessments" as they appear on the
        New York tax assessment rolls:

        2003 Assessment:

                            Original      Revised
          Parcel           Assessment    Assessment    Difference
          ------           ----------    ----------    ----------
          SBL#47.15-1-6    $4,552,273      $800,000    $3,752,273
          SBL#600.119-10      404,647        40,000       364,647

        2002 Assessment:

                            Original      Revised
          Parcel           Assessment    Assessment    Difference
          ------           ----------    ----------    ----------
          SBL#47.15-1-6    $4,552,273    $4,097,040      $455,233
          SBL#600.119-10      404,647       364,182        40,465

        2001 Assessment:

                            Original      Revised
          Parcel           Assessment    Assessment    Difference
          ------           ----------    ----------    ----------
          SBL#47.15-1-6    $4,552,273    $4,097,040      $455,233
          SBL#600.119-10      404,647       364,182        40,465

        2000 Assessment:

                            Original      Revised
          Parcel           Assessment    Assessment    Difference
          ------           ----------    ----------    ----------
          SBL#47.15-1-6    $4,552,273    $4,097,040      $455,233
          SBL#600.119-10      404,647       364,182        40,465

    (e) The Ramapo Tax Authorities owe Mirant NY $168,605 in
        refunds for the years 2000, 2001 and 2002;

    (f) Ramapo will waive all penalties and interests resulting
        from Mirant NY's non-payment of 2003 taxes, provided
        Mirant NY makes payment, by way of offset, within 30 days
        from the service of a revised tax bill based on the
        Settlement Agreement;

    (g) The Debtors are excluded from all liability relating to
        the taxes, penalties, interest and costs associated with
        the O&R substation adjacent to the Ramapo Power Plant;

    (h) The Tax Authority Entities release the Mirant Entities
        from the filed proofs of claim and any tax, penalty,
        interest or charge levied prior to 2004 on the Ramapo
        Power Plant, including the Unpaid 2003-2004 Ramapo Taxes;

    (i) The Mirant Entities release the Tax Authority Entities
        from all claims in the Ramapo State Proceedings and the
        505 Action, including all conflicts of interest claims
        against counsel for the Town; and

    (j) The Actions are dismissed pursuant to a stipulation which
        has already been approved by the New York State Court,
        subject to the Court's approval of the Settlement
        Agreement.

Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, Mr. Peck contends that the Settlement Agreement is
favorable to the Debtors because:

    (i) it provides the Debtor with refunds for past years and
        an 83% tax reduction for current and future years;

   (ii) it provides a means by which to avoid the litigation
        costs associated with the tax disputes concerning the
        Ramapo Power Plant, which are not inconsiderable;

  (iii) Mirant NY will be able to close its books on all pre-2004
        real property taxes relating to the Ramapo Power Plant
        without penalties and interests on the Unpaid 2003-2004
        Ramapo Taxes;

   (iv) the Debtors avoid the risk of an adverse ruling on the
        valuation method applied;

    (v) the Debtors will have additional annual cash flow of
        about $551,461 for 2004 through 2006 based on the
        reduction of real property taxes; and

   (vi) it avoids additional cost in litigating the dispute.

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


MORGAN STANLEY: S&P Puts Prelim. B Ratings on 6 Certs. Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Morgan Stanley Capital I Trust's $759.2 million
commercial mortgage pass-through certificates series 2004-IQ8.

The preliminary ratings are based on information as of August 2,
2004.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.  Classes A-1, A-2, A-3,
A-4, B, C, and D are being offered publicly. Standard & Poor's
analysis determined that, on a weighted average basis, the pool
has a debt service coverage of 1.55x, a beginning LTV of 82.2%,
and an ending LTV of 61.6%.

         Preliminary Ratings Assigned
         Morgan Stanley Capital I Trust
   
         Class              Rating        Amount ($)
         A-1                AAA           71,500,000
         A-2                AAA          109,000,000
         A-3                AAA          133,500,000
         A-4                AAA          354,129,000
         B                  AA            18,981,000
         C                  A             21,828,000
         D                  A-             7,592,000
         E                  BBB+           8,542,000
         F                  BBB            4,745,000
         G                  BBB-           6,643,000
         H                  BB+            5,695,000
         J                  BB             2,847,000
         K                  BB-            3,796,000
         L                  B+             2,847,000
         M                  B                949,000
         N                  B-               949,000
         O                  N.R.           5,694,000
         X1*                AAA          759,237,960**
         X2*                AAA          715,341,000**
         
              * Interest-only class.
             ** Notional amount.
                N.R. -- Not rated.


NATIONAL ELDERCARE: First Creditors Meeting Slated for August 19
----------------------------------------------------------------
The United States Trustee will convene a meeting of National
Eldercare Services Inc.'s creditors at 10:00 a.m., on August 19,
2004 in Room G-18 at the Federal Building, 121 Spring Street,
Gainsville, Georgia 30501.  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 Tupelo, Mississippi, National Eldercare, filed
for Chapter 11 protection on July 23, 2004 (Bankr. N.D. Ga. Case
No. 04-21816).  J. Michael Lamberth, Esq., at Lamberth, Cifelli,
Stokes, & Stout, represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $10,000,001 in total assets and   $12,703,065
in total debts.


NATIONSLINK: S&P Raises Series 1999-LTL-1 Ratings to Low-B
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on three
classes of NationsLink Funding Corp.'s commercial loan pass-though
certificates from series 1999-LTL-1.  Concurrently, the ratings
are affirmed on five classes from the same transaction.

The raised and affirmed ratings reflect increased credit
enhancement levels, primarily from amortization, and the strong
financial performance of the non-credit tenant lease (CTL)
mortgages within the pool.  The preceding attributes more than
offset the decline of the weighted average credit rating for the
CTL loans to 'BBB' from 'A-' at issuance.

As of the July 22, 2004 distribution date, the collateral pool
consisted of 126 loans with an aggregate principal balance of
$405.6 million, down 18% from $492.5 million and 128 loans at
issuance. The pool's CTL component consists of 109 loans ($316.7
million, 78% of the pool), which are all fully amortizing. The
remaining 17 loans ($88.9 million, 22%) are traditional (non-CTL)
mortgage loans, of which eight ($54.1 million, 13%) are fully
amortizing and nine ($34.8 million, 9%) have balloon payments at
maturity. The pool experienced one realized loss totaling $45,445,
and no loans are delinquent or in special servicing.

Midland Loan Services Inc., the master and special servicer,
provided Dec. 31, 2003 net cash flow debt service coverage (DSC)
figures for all of the non-CTL loans. Based on this information,
Standard & Poor's calculated a weighted-average DSC of 1.85x, up
significantly from 1.44x at issuance. Recent property inspection
reports were reviewed for 99% of the non-CTL loans, all of which
rated the collateral as excellent or good.

Within the CTL portion of the pool, bondable CTLs support eight
loans ($65.7 million), while 101 loans ($252.1 million) have
triple- and double-net CTLs supplemented by a lease enhancement
policies provided by Lexington Insurance Co. ('AAA'). The top five
tenants comprise 47% of the pool and include: CVS Corp. (16%, A-
/Stable), Rite Aid Corp. (13%, B+/Stable), Eckerd Corp. (9%),
Ahold Koninklijke N.V. (5%, BB/Positive), and Delhaize America
Inc. (5%, BB+/Stable). The collateral properties underlying the
Eckerd Corp. CTL loans were recently sold to either CVS Corp. or
John Coutu Group (PJC) Inc. (BB-/Negative).

Midland reported 28 loans ($75.2 million, 19%) on its watchlist,
all of which are CTL loans. Twenty loans ($29.5 million, 7%)
appear on the watchlist due to the financial condition of Rite Aid
Corp. Three loans ($10.5 million, 3%) are on the watchlist due to
vacancy at the respective collateral properties. While the
properties are dark, each loan is current and is subject to CTLs,
which extend to or beyond the loan maturity. The remaining
watchlist loans suffer from exposure to financially weakened
credit tenant/guarantors or general market conditions.

The collateral for the loans in the pool consist of 126 properties
located in 28 states, with Massachusetts (12%), Texas (12%), New
York (11%), and South Carolina (10% of pool) exceeding a 10%
concentration. The pool consists of retail (77%) and office (18%)
properties, while industrial, manufactured housing, and
other/special purpose properties are the remaining asset types in
the pool.

As the transaction is largely a CTL pool, the associated ratings
are correlated with the ratings assigned to the underlying
tenants/guarantors. The ratings on the certificates may fluctuate
over time as the ratings of the underlying tenants/guarantors
change.

Standard & Poor's stressed various loans in its analysis and
reviewed the resultant credit enhancement levels in conjunction
with the levels determined by Standard & Poor's credit lease
default model.
   
                        Ratings Raised
   
                  NationsLink Funding Corp.
      Commercial loan pass-through certs series 1999-LTL-1
   
                           Rating
               Class   To         From   Credit Enhancement (%)
               B       AA+        AA                     17.29
               E       BB         BB-                     1.81
               F       B          CCC                     0.90
   
                      Ratings Affirmed
   
                  NationsLink Funding Corp.
      Commercial loan pass-through certs series 1999-LTL-1
    
               Class   Rating  Credit Enhancement (%)
               A2      AAA                     23.67
               A3      AAA                     23.67
               C       A                       12.13
               D       BBB                      4.54
               X       AAA                      N.A.
   
               N.A. -- Not applicable.


NORTEK HOLDINGS: S&P Gives Bank Loan B+ Rating & Lifts CreditWatch
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed the 'B+' corporate
credit ratings of Providence, Rhode Island-based Nortek Holdings,
Inc., and its Nortek, Inc., subsidiary, and removed the ratings
from CreditWatch where they were placed in June 2004.  The outlook
is negative.

The affirmation anticipates that the substantially increased debt
load as a result of the sale of Nortek Holdings to Thomas H. Lee
Partners L.P. (THL) will be steadily reduced during the next
several years through discretionary cash flows.

"Leverage measures are stretched for the current ratings and
contain little flexibility for any slowdown in debt reduction
during the next several years," said Standard & Poor's credit
analyst Wesley E. Chinn.

Standard & Poor's also assigned its 'B+' bank loan rating and its
recovery rating of '3' to Nortek Inc.'s $100 million revolving
credit facility due 2010 and $700 million amortizing term loan due
2011, based on preliminary terms and conditions. The '3' recovery
rating indicates that bank lenders can expect a meaningful (50%-
80%) recovery of principal in the event of a default. A 'B-'
rating was also assigned to a planned offering of $625 million of
senior subordinated notes due 2014 to be issued under rule 144A
with registration rights. Proceeds from the term loan and
subordinated notes issuance and cash on hand will be used to help
finance the acquisition consideration and redemption of all
existing rated debt issues. Following the acquisition of Nortek
Holdings by THL, Nortek Holdings will be merged into Nortek Inc.,
which will become the borrower under the secured credit facilities
and senior subordinated notes.

The ratings reflect the consolidated entity's competitive,
cyclical markets, the niche characteristic of certain products,
and poor leverage measures due to the very aggressive use of debt.
This is partially mitigated by a somewhat diversified portfolio of
building products (annual sales of roughly $1.7 billion) with
significant market shares, relatively stable cash flows, and a
manageable debt maturity schedule. Although debt was reduced
earlier this year using $450 million of after-tax proceeds from
the February 2004 sale of the windows, doors, and siding business,
the divestiture slightly diminished the overall business profile
and reduced the earnings base.

Nortek's key product lines include: kitchen range hoods and bath
fans; heating, ventilation, and air conditioning (HVAC) systems
for custom-designed commercial, manufactured housing, and site-
built residential applications; and audio/visual distribution and
control systems and security and access control products.


OWENS CORNING: Credit Suisse Revisits Asbestos Bar Date Issue
-------------------------------------------------------------
In April 2003, the Official Committee of Unsecured
Creditors of the Owens Corning, et al. cases asked the United
States District Court for the District of Delaware to establish a
deadline for filing proofs of asbestos-related personal injury
claim.  Judge Wolin never ruled on the Commercial Committee's
request.  As a result, a bar date for the current asbestos
claimants has not yet been set.

Credit Suisse First Boston, as agent of the Debtors' prepetition
bank lenders, supplements the Commercial Creditors' request to
establish an asbestos claims bar date.  Rebecca L. Butcher, Esq.,
at Landis Roth & Cobb, LLP, in Wilmington, Delaware, asserts that
the establishment of the bar date is mandatory and very useful
because:

    (1) the filing of claims will establish the number, nature and
        type of present claims;

    (2) the claims must be filed under penalty of perjury, which
        should reduce the number of meritless claims;

    (3) the filed claims can be objected to by the Banks under
        Section 502(a) of the Bankruptcy Code, and the Court can
        determine which filed claims can vote on a Chapter 11
        plan; and

    (4) any claims not timely filed may not vote on or participate
        in any distribution under a Chapter 11 plan, and are
        discharged.

Ms. Butcher notes that the Debtors and the Official Asbestos
Claimants Committee do not want the asbestos claims filed now,
where parties-in-interest can review and challenge the claims.
Instead, they want the asbestos claims filed after plan
confirmation when the claims can be processed in a back room.

Accordingly, CSFB asks Judge Fullam to:

       (i) establish 120 days after he approves the Commercial
           Committee's request as the Asbestos Claims Bar Date;

      (ii) approve the proposed form of notices; and

     (iii) approve the proposed procedure for providing notice of
           the Asbestos Claims Bar Date.

                        Proof of Claim Forms

Credit Suisse prepared two separate proof of claim forms modeled
on the Official Bankruptcy Form No. 10 with supplements to elicit
necessary information pertaining to an asbestos claim:

A. Asbestos Personal Injury Claim Form

    The Asbestos Personal Injury Proof of Claim Form is designed
    to elicit the nature, type and degree of asbestos-related
    injury from which a claimant is allegedly suffering and the
    purported source of injury.  This information is vital for
    classification of asbestos claimants and to ensure that only
    those individuals presently suffering from an asbestos-related
    impairment caused by the Debtors recover.

B. Settled Asbestos Claim Form

    This Form is for claimants who claim to have entered into
    final, legally binding settlements pursuant to the National
    Settlement Program or otherwise as of the Petition Date but
    have not yet received payment.  The Form is a modified version
    of the Official Bankruptcy Form No. 10 and is designed to
    elicit information relating to any alleged settlement between
    the Debtors and asbestos claimants.  The Form requests
    information concerning each claimant's alleged settlement and
    appropriate documentation, including product identification
    information, and verifying the existence of a valid claim
    against the Debtors.  Similar information presumably was
    required to be submitted by the claimants to settle under the
    NSP.

Claimants who are asserting an Asbestos Personal Injury Claim or a
Settled Asbestos Claim against any of the Debtors are required to
complete the appropriate form to be treated as a creditor with
respect to the claim for the purposes of voting and distribution.

Any Current Asbestos Claimant who fails to file a proper proof of
claim on or before the Asbestos Claims Bar Date will be forever
barred, estopped and enjoined from asserting the claim.  The
holder will not be permitted to:

    -- vote to accept or reject any Chapter 11 plan;

    -- participate in any distribution or recover from any trust
       established in the Debtors' Chapter 11 cases on account of
       the claim; or

    -- receive further notices regarding the claim.

                    Exempted from Filing Claims

These persons or entities are not required to file a proof of
claim on or before the Asbestos Claims Bar Date:

    (1) Any person or entity that has already properly filed, with
        the Clerk of the United States Bankruptcy Court for the
        District of Delaware, a proof of claim against the Debtors
        utilizing a claim form which substantially conforms to the
        proposed Claim Form or Official Form No. 10;

    (2) Any person or entity:

           (i) whose claim is listed on the Debtors' Schedules;

          (ii) whose claim is not described as disputed,
               contingent, or unliquidated; and

         (iii) who does not dispute the amount or nature of the
               claim for the person or entity described in the
               Debtors' Schedules;

    (3) Any person having an administrative expense claim under
        Section 507(a);

    (4) Any person or entity whose claim has been paid; and

    (5) Any person or entity that holds a claim that has been
        allowed by a Court order entered on or before the Asbestos
        Claims Bar Date.

                       Notice of the Bar Date

An Asbestos Claims Bar Date notice and the relevant proof of claim
form will be mailed to:

    (1) the Debtors and their counsel;

    (2) the Office of the U.S. Trustee for Region 3;

    (3) each member of the Asbestos Claimants Committee;

    (4) the attorneys of all known Current Asbestos Claimants,
        including those that may be listed on the Debtors'
        Schedules and those that have already filed proofs of
        claim;

    (5) the District Director of Internal Revenue for the District
        of Delaware;

    (6) the Securities and Exchange Commission;

    (7) the Legal Representative of Future Asbestos Claimants; and

    (8) all persons and entities requesting notice pursuant t7o
        Rule 2002 of the Federal Rules of Bankruptcy Procedure.

The proposed Bar Date Notice notifies the affected parties of the
Bar Date and contains instructions regarding:

    -- who must file a proof of claim;

    -- the procedure for filing a proof of claim; and

    -- the consequences of failure to timely file a proof of
       claim.

                         Publication Notice

Known claimants are to receive actual written notice of the
Debtors' bankruptcy filing and the establishment of the Asbestos
Claims Bar Date.  Unknown claimants are entitled to constructive
or publication notice of the Bar Date.

All known asbestos attorneys for potential claimants in the
Debtors' cases will receive a Notice to Attorney Form.   The
attorney must submit the Form that will provide for the names and
addresses of his clients who may have asbestos claims against the
Debtors within 15 days of receipt of the notice.  In the
alternative, the attorney will file a certification that he has
notified his or her clients of their rights against the Debtors.

CSFB will also publish the Asbestos Claims Bar Date Notice on two
separate occasions in:

    * The Wall Street Journal,

    * The New York Times, including the Sunday edition,

    * the national edition of USA Today, and

    * the Law Journal.

The publication will be completed more than 60 days before the
Asbestos Claims Bar Date.

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 June
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 CORNING: CSFB Wants District Court to Handle Asbestos Issues
------------------------------------------------------------------
Credit Suisse First Boston, as agent for the Owens Corning
Debtors' prepetition bank lenders, asks Judge Fullam to withdraw
the reference of the Debtors' cases to the United States
Bankruptcy Court for the District of Delaware with respect to all
proceedings relating to the validity and value of asbestos claims.

CSFB's recent submissions and statements in connection with the
introductory conference held on June 10, 2004 manifested a common
understanding that asbestos claims valuation proceedings should
and would go forward in the U.S. District Court for the District
of Delaware.  However, at the June 21, 2004 Omnibus Hearing before
Judge Fitzgerald, certain discussions suggested the existence of
some uncertainty over which court would be addressing the asbestos
claims issues.

At the June 21 hearing, Judge Fitzgerald directed the parties,
absent a formal withdrawal of the reference, to confer and submit
to her a proposed case management order governing discovery and
litigation of tort claims valuation issues.  Each of the parties
filed their proposed case management order to the Bankruptcy
Court.

Richard S. Cobb, Esq., at Landis Rath & Cobb, LLP, in Wilmington,
Delaware, relates that after the June 21 hearing, CSFB consulted
the Debtors to discuss the best method to formalize the long-
contemplated withdrawal of the reference with respect to asbestos
claims issues.  The Debtors have confirmed, on behalf of
themselves and their plan co-proponents, the Official Committee of
Asbestos Claimants and the Legal Representative of Future
Asbestos, that each of these parties consent to the withdrawal of
reference.

                      Plan Proponents Respond

The Debtors, the Asbestos Claimants Committee, and Futures
Representative desire the prompt resolution of all open issues in
the Debtors' cases so that the Debtors may swiftly and
successfully emerge from bankruptcy.  Aside from the resolution of
the substantive consolidation and asbestos claims valuation
issues, the Plan Proponents tell Judge Fullam that these steps
must be completed:

    -- A revised Plan must be filed, which takes into account the
       Plan Proponents' agreement with the Bondholders and Trade
       Creditors;

    -- The voting procedures must be finalized and approved;

    -- The Disclosure Statement must be approved;

    -- The Plan and Disclosure Statement must be sent out for
       voting;

    -- Objections to the Plan must be filed and considered; and

    -- The Plan confirmation hearing on issues in additional to
       the estimation of asbestos liabilities and substantive
       consolidation must be held.

While most of these matters can be supervised by the Bankruptcy
Court, others will require the District Court's involvement.  The
Plan Proponents believe that the while the District Court will be
conducting the hearing on the estimation of Asbestos Liabilities,
the Bankruptcy Court can continue to supervise preliminary, pre-
hearing matters including discovery.

To further their goal, the Plan Proponents ask Judge Fullam to
approve a proposed case management order, which will govern
matters before the District Court.  The Case Management Order acts
as a roadmap and sets forth the Plan Proponent's views and
preferred schedules for the accomplishment of tasks that would
allow for the resolution of the Debtors' cases in the first half
of 2005:

      August 20, 2004       The Plan Proponents will file Fifth
                            Amended Plan and Disclosure Statement

      August 27, 2004       The Plan Proponents will file revised
                            Voting Procedures

      September 10, 2004    Deadline for filing objections to the
                            revised Voting Procedures

      ____________, 2004    Oral argument on Voting Procedures,
                            if any, before the District Court

      ____________, 2004    Oral argument on Substantive
                            Consolidation, if any, before the
                            District Court

      October 29, 2004      Bankruptcy Court will conclude its
                            consideration of the proposed
                            Disclosure Statement

      November 22, 2004     Voting Period and discovery will
                            commence, assuming the Voting
                            Procedures are approved on
                            November 1, 2004

                            Notwithstanding, the Voting Period
                            will commence 21 days after the
                            District Court approves the Voting
                            Procedures

      December 22, 2005     Filing of preliminary objections to
                            the Fifth Amended Plan

                            Notwithstanding, the preliminary
                            objections must be filed on or before
                            the 51st day after the Voting
                            Procedures are approved

      February 22, 2005     Voting Period will conclude, assuming
                            the Voting Procedures are approved on
                            November 1, 2004

                            Filing of final objections to the Plan

                            Notwithstanding, final objections must
                            be filed by the 111th day after the
                            Voting Procedures are approved

      March 18, 2005        Plan Confirmation Hearing before the
                            Bankruptcy Court

The Plan Proponents also ask Judge Fullam to withdraw the
reference to the Bankruptcy Court regarding the estimation of
Asbestos Liabilities upon certification from the Bankruptcy Court
that discovery has concluded and the issue is ripe for hearing and
determination by the District Court.

The Plan Proponents observe that a majority of the Commercial
Committee members no longer supports the Committee's request for
an Asbestos Claims Bar Date.  The Plan Proponents ask Judge Fullam
to withdraw the Committee's request.  If and when a substantially
similar "Bar Date Motion" is filed, the requesting party must ask
the District Court to withdraw reference from the Bankruptcy Court
with respect to that Bar Date Motion.

The Plan Proponents also ask Judge Fullam to set a scheduling
conference to discuss the issues raised in CSFB's request and
their proposed case management order.

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
June 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)   


PACIFIC GAS: Names Thomas King EVP & Chief of Utility Operations
----------------------------------------------------------------
Pacific Gas and Electric Company (NYSE: PCG) elected Thomas B.
King, 42, as executive vice president and chief of utility
operations, effective Monday, August 2, 2004.  King has been
senior vice president and chief of utility operations since
November 2003.

King will continue to direct the utility's operations for gas and
electric transmission and distribution, customer service, customer
revenue transactions, general services, internet services,
business development, and rates and account services.

"Tom has demonstrated a solid vision and commitment to
strengthening Pacific Gas and Electric Company's operations," said
Gordon R. Smith, president and chief executive officer of Pacific
Gas and Electric Company.  "We look forward to his continued
leadership."

King joined PG&E Corporation in 1998 as president and chief
operating officer of PG&E Gas Transmission.  In late 2002, he was
named president of PG&E National Energy Group as that unit
prepared for its restructuring. Following that assignment, King
continued in his role as senior vice president of PG&E
Corporation, before joining Pacific Gas and Electric Company in
late 2003.

Prior to joining PG&E Corporation, King held several senior
executive positions at major firms in the wholesale natural gas
industry, including Kinder Morgan Energy Partners, where he was
president and chief operating officer.  King earned a bachelor's
degree in business administration from Louisiana State University
and is a graduate of University of Michigan's Executive Management
Program.

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: Allows Commonwealth Energy a $750,000 Claim
--------------------------------------------------------
On August 31, 2001, Commonwealth Energy Corporation filed Claim
No. 7853, which Pacific Gas and Electric Company paid in full as a
Class 7 claim.  On January 21, 2004, Commonwealth Energy asserted
Claim No. 7854 as a $1,319,258 administrative expense claim for
postpetition amounts, plus interest to January 19, 2004, of
$326,019.  PG&E objected to the Claim.

Accordingly, Commonwealth Energy revised Claim No. 7854 to reflect
a $1,056,965 claim amount, which comprises of:

    -- a $765,708 administrative claim;
    -- $237,474 in interest;
    -- $50,446 in attorney's fees; and
    -- $3,337 in costs.

The Revised Claim arose from amounts owed by PG&E to Commonwealth
Energy for billing activities performed by PG&E for Commonwealth
Energy's "direct access" customers from April 6, 2001 through
November 30, 2002.

On May 13, 2004, Commonwealth Energy objected to the cure amount
proposed by PG&E with respect to the parties' contract.

After good faith, arm's-length negotiations, PG&E and
Commonwealth Energy agree to resolve the Revised Claim against
PG&E and the Cure Dispute, without further litigation.  The
parties stipulate that:

    (a) The Revised Claim will be allowed for $750,000, inclusive
        of interest, attorney's fees, and costs;

    (b) The allowance and payment of the Revised Claim will also
        fully resolve the Cure Dispute;

    (c) Commonwealth Energy represents that other than the Revised
        Claim and Claim No. 7854, it has neither filed nor
        asserted any other claim against PG&E or its bankruptcy
        estate, and agrees not to file or assert any claim in the
        future with respect to claims arising before the execution
        of these provisions.  Nothing will preclude Commonwealth
        Energy or PG&E from pursuing their rights and remedies
        under these provisions;

    (d) Commonwealth and PG&E expressly agree that these terms
        serves as a compromise and settlement of all issues
        and claims associated with amounts owed by PG&E to
        Commonwealth Energy as a result of PG&E's direct access
        billing activities on Commonwealth Energy's behalf for the
        period between April 6, 2001 and November 30, 2002, and
        all issues that were raised, or could have been raised, in
        the Revised Claim or the Cure Dispute; and

    (e) The parties exchange mutual releases.

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)   


PARKER FURNITURE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Parker Furniture Co.
        206 Northern Washington
        Forrest City, Arkansas 72335

Bankruptcy Case No.: 04-19007

Chapter 11 Petition Date: August 2, 2004

Court: Eastern District of Arkansas (Helena)

Debtor's Counsel: Geoffrey B. Treece, Esq.
                  Quattlebaum, Grooms, Tull & Burrow PLLC
                  111 Center St., Ste. 1900
                  Little Rock, AR 72201
                  Tel: 501-379-1700
                  Fax: 501-379-1701

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

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


PARMALAT GROUP: Farmland Hires M.J. Margherio as President & COO
----------------------------------------------------------------
Pursuant to Section 363(b) of the Bankruptcy Code, Farmland
Dairies, LLC, seeks the permission of the United States Bankruptcy
Court for the Southern District of New York to employ Martin J.
Margherio as president and chief operating officer, effective as
of July 21, 2004.  Mr. Margherio will be responsible for
Farmland's day-to-day operations, which includes the monitoring of
all production and overall supervision of employees and business
practices.

Gary T. Holtzer, Esq., at Weil, Gotshal & Manges, LLP, tells Judge
Drain that the appointment of Mr. Margherio will provide
experienced management of day-to-day operations and help
contribute to Farmland's reorganization as a going concern.
Since the U.S. Debtors filed for bankruptcy, the Debtors' senior
managers who were primarily based in Canada have resigned their
positions in Farmland.

Farmland has currently hired Heidrick & Struggles International,
Inc., a premier senior-level executive search firm, to locate
potential Chief Executive Officer candidates.  Pursuant to the
terms of its engagement with Farmland, Heidrick will continue to
search for potential CEO candidates across the country.  Farmland
has planned to begin interviewing the CEO candidates.

In the interim, Farmland is in immediate need of senior level
management to work in concert with James A. Mesterharm, the chief
restructuring officer.

The salient terms of Mr. Margherio's employment agreement are:

Term of Employment:          Initial term will be two years

Base Salary:                 $360,000

Annual Bonus:                Up to a maximum amount equal to 100%
                             of the Base Salary.  The amount and
                             payment terms of the Annual Bonus
                             will be determined solely by
                             Farmland.

Termination:                 If Farmland Dairies terminates
                             Mr. Margherio's employment without
                             cause or with good reason by Mr.
                             Margherio, Mr. Margherio will be
                             eligible to receive, subject to the
                             execution of a Separation Agreement
                             and Release, severance pay in the
                             form of a continued payment of the
                             Base Salary for 12 months following
                             the termination date.

Mr. Holtzer assures the Court that Mr. Margherio has a wealth of
experience in the business of production and distribution of milk
and related dairy products.  For nearly 25 years, Mr. Margherio
worked for Crowley Foods, LLC, where he served as General Sales
Manager, Vice President of Sales and Marketing, President of
Crowley's Dairy Group.  From 1993 through 2004, Mr. Margherio
served as Crowley Food's President and COO.

During his tenure at Crowley Foods, Mr. Margherio helped transform
what was once a local fluid milk processor into a diversified
regional food company with estimated 2003 sales of $577,000,000.  
Under Mr. Margherio's leadership, Crowley Foods made seven
acquisitions, which include:

       (i) Penn Maid Foods in Philadelphia, which expanded Crowley
           Food's cultured product line, including entry into
           Ultra High Temperature milk production; and

      (ii) Rosenberger's Dairy operation in Hatfield,
           Philadelphia, which solidified Crowley Food's fluid
           milk position in the greater Philadelphia metropolitan
           area.

In addition, Mr. Margherio serves on the board of directors for
Binghamton University Business School and St. Joseph's
University, Food Marketing School after previously serving as a
board member for the Milk Processor Education Program.

Farmland, Mr. Holtzer maintains, requires the wealth of experience
and skill that Mr. Margherio brings to the table in order to
succeed.

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


PEGASUS SATELLITE: NRTC Applauds DIRECTV Settlement
---------------------------------------------------
The National Rural Telecommunications Cooperative (NRTC) is
pleased that DIRECTV and Pegasus have come to an agreement
concerning their outstanding litigation.  This is the last step in
finalizing the agreement between NRTC and DIRECTV that was
announced on June 1st and ends all litigation among the parties.

The June 1st agreement, which ends the original NRTC/DIRECTV
contract, allows rural consumers to have the best access to video
and data services.  The new agreement compensates NRTC's DBS
members for ending their exclusive territorial rights, while
allowing them to continue in the DIRECTV business under a number
of different options.

"I am very proud to say that every single NRTC DBS member has
agreed to take advantage of the agreement NRTC negotiated with
DIRECTV earlier this year," said NRTC President and CEO Bob
Phillips.  "Every one of our DBS members has chosen to quantify
the great value in the businesses they've built over the last
decade by accepting this deal, and the vast majority of them have
also decided to continue on as retailers and services of DIRECTV
to our subscribers."

NRTC members invested more than $100 million to assist DIRECTV in
launching their service back in 1994. "NRTC has been proud to be a
leader in building the direct-to-home satellite industry,"
Phillips said. "Now that that business has matured, it makes sense
to change the nature of our relationship with DIRECTV."

NRTC congratulates DIRECTV on resolving the longstanding
litigation issues with Pegasus. "The courts have repeatedly denied
Pegasus claims in this matter and NRTC is very pleased to see that
the parties have come to an agreement that is in the best
interests of rural subscribers," Phillips said. A bankruptcy court
overseeing Pegasus' Chapter 11 reorganization is expected to
approve the settlement by the end of August.

"With these issues resolved, NRTC looks forward to focusing on
delivering bundled satellite TV and high-speed Internet" Phillips
said. NRTC plans to roll out the WildBlue broadband service for
rural areas early next year. Through NRTC members, rural
subscribers will be able to receive both DIRECTV and WildBlue
services via one dish and will receive a single bill for both
services.

                           About NRTC

NRTC leads and supports more than 1,200 member organizations by
delivering telecommunications solutions to strengthen member
businesses, promote economic development and improve the quality
of life in rural America. The rural utilities that make up NRTC
provide service to more than 30 million rural households in the
United States. For more information, visit http://www.nrtc.coop/

                     About Pegasus Satellite

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.


PG&E NATIONAL: Allows Mitsubishi's $55,000,000 Unsecured Claim
--------------------------------------------------------------
On September 8, 2000, a turbine purchase agreement was entered
into among:

    * National Energy Construction Company, LLC, formerly known as
      PG&E National Energy Group Construction Company, LLC, a non-
      debtor subsidiary of NEG;

    * Mitsubishi Heavy Industries, Ltd.; and

    * Mitsubishi Power Systems, Inc.

Pursuant to the TPA, Mitsubishi Heavy Industries and Mitsubishi
Power Systems agreed to supply NEG Construction with up to 21 gas
turbines, steam generators and related equipment at fixed prices
totaling $1,800,000,000 and at fixed delivery dates, provided NEG
Construction first issued "notices to proceed" in accordance with
the schedule agreed to by the parties and set forth in the TPA.  
In exchange for the commitments, NEG Construction agreed to pay
reservation fees totaling $110,400,000 in deposits on the Gas
Turbine Equipment's purchase price.

On May 29, 2001, NEG issued a guarantee for Mitsubishi Heavy
Industries' and Mitsubishi Power Systems' benefit of up to
$75,000,000 of NEG Construction's payment obligations under the
TPA.  In addition to the NEG Guarantee, NEG issued "supplemental
guarantees" pursuant to a Supplemental Guarantees Agreement, dated
as of May 29, 2001, between NEG and Mitsubishi.

On May 5, 2003, Mitsubishi Heavy Industries commenced an action
against NEG, NEG Construction and PG&E National Energy Group, LLC,
in the United States District Court for the District of Maryland,
which was automatically stayed against NEG on the Petition Date.

On June 11, 2003, NEG Construction moved to dismiss the first
amended complaint filed in the District Court Action.  Mitsubishi
Heavy Industries voluntarily dismissed, without prejudice, its
claims against NEG in the District Court Action.

District Court Judge Richard D. Bennett granted NEG Construction's
request and dismissed Mitsubishi Heavy Industries' complaint.  On
April 9, 2004, Mitsubishi Heavy Industries appealed the District
Court Order.

Mitsubishi Heavy Industries and Mitsubishi Power's collective
claim in NEG's Chapter 11 case aggregates $300,000,000.  The NEG
Guarantee, which NEG agrees was triggered, is capped at
$75 million.  The Supplemental Guarantee, which NEG strongly
asserts was never triggered, was also capped at $75 million.  
Assuming NEG is wrong with respect to the Supplemental Guarantee,
NEG's maximum exposure to Mitsubishi is $150 million.

The Mitsubishi Claims are comprised of:

    -- a $9,500,000 claim based on NEG Construction's contractual
       obligation to reserve time in Mitsubishi's factory;

    -- a $32,000,000 claim based on NEG's failure to pay for a
       spare turbine built by Mitsubishi; and

    -- a $139 claim based on a termination fee.

To resolve the claims, the parties agree that:

    (a) Mitsubishi Heavy Industry is allowed a $55,000,000 general
        unsecured claim;

    (a) Mitsubishi Power Systems' claim is expunged and
        disallowed;

    (b) Mitsubishi Heavy Industries and Mitsubishi Power Systems
        waive their right to object to the Project Guarantee
        Claims pursuant to the terms set forth in the
        reorganization plan;

    (c) Mitsubishi Heavy Industries and Mitsubishi Power Systems
        will provide information to Daniel Scotto, as Examiner,
        only upon request and to the extent required by law;

    (d) Mitsubishi Heavy Industries and Mitsubishi Power Systems
        will provide NEG with prompt, written notice of any
        request for information made by or on behalf of Mr. Scotto
        in response to any request;

    (e) NEG, Mitsubishi Heavy Industries and Mitsubishi Power
        Systems mutually release each other from any claims either
        may have against each other; and

    (f) The District Court Action and Appeal are dismissed with
        prejudice.

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)


PG&E NATIONAL: Elects Everett as Senior VP & Assistant to Chairman
------------------------------------------------------------------
PG&E Corporation elected Leslie H. Everett as Senior Vice
President and Assistant to the Chairman, effective August 2, 2004.

Everett will continue to oversee the Corporate Secretary function,
coordinate Corporate Communications, and direct corporate
governance matters relating to the Boards of Directors.  She is
also President of the PG&E Corporation Foundation for charitable
giving.

"Leslie's experience makes her particularly effective in seeing
that the processes of corporate governance are conducted
efficiently and effectively," said Robert D. Glynn, Jr., Chairman,
CEO and President of PG&E Corporation.  "We're pleased she will
continue to provide senior-level oversight of these areas."

Everett began her career at Pacific Gas and Electric Company in
1977 in the Planning and Research organization.  She has since
held a series of positions of increasing responsibility, including
Supervisor, Cogeneration and Renewable Resources; Manager,
Regulatory Relations; Project Manager, Generation Asset
Divestiture; and Vice President and Corporate Secretary.  She was
named Vice President and Assistant to the Chairman in 2001.

Everett earned a bachelor's degree in environmental studies from
the University of California, Los Angeles, and is a graduate of
the Stanford Executive Program.  She has been a member of the
Council of Directors for The Yosemite Fund since 1998.

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: R.M. Jackson Elected Senior VP for Human Resources
-----------------------------------------------------------------
Russell M. Jackson, 47, has been elected Senior Vice President,
Human Resources, for PG&E Corporation (NYSE: PCG) and its core
business, Pacific Gas and Electric Company, which together employ
more than 20,000 people.  His new position is effective August 2,
2004.

In June, Jackson assumed responsibilities as Vice President, Human
Resources, for PG&E Corporation, in addition to his existing
responsibilities in the same role at Pacific Gas and Electric
Company, which he had held since 1999.

"We look forward to Russ' continued leadership of this critical
function," said Robert D. Glynn, Jr., Chairman, CEO and President
of PG&E Corporation.

Jackson joined Pacific Gas and Electric Company as a member of the
Customer Services organization in 1980.  Over the next 17 years,
he held various positions of steadily increasing responsibility in
the Customer Services, Marketing and General Management areas.  He
became Assistant to the President and CEO in 1997. In 1998, he
became Vice President, Customer Service.

Jackson is a graduate of San Jose State University, where he
earned a bachelor's degree in business administration.  He also
earned an MBA in business management from St. Mary's College, and
a master's degree in human resources and organizational
development from University of San Francisco.  Additionally,
Jackson holds a certificate in human resource management from
University of California, Berkeley.

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.


PINNACLE ENT: Will Release 2004 2nd Quarter Results Tomorrow
------------------------------------------------------------
Pinnacle Entertainment, Inc. (NYSE: PNK) will release its 2004
second quarter and year-to-date financial results tomorrow, August
5, 2004 prior to the market opening, followed by a conference call
on the same day at 11:00 a.m. EDT (8:00 a.m. PDT).  Hosting the
call will be Pinnacle Entertainment's Chairman and CEO Dan Lee,
CFO Steve Capp and COO Wade Hundley.

To participate in the conference call, please dial the following
number five to ten minutes prior to the scheduled conference
call time: (888) 792-8395.  International callers please call
(706) 679-7241.  There is no passcode required for this call.

This conference call will also be broadcast live over the Internet
and can be accessed by all interested parties at
http://www.pnkinc.com

To listen to the live call, please go to the Web site at least
fifteen minutes early to register, download, and install any
necessary audio software.

A replay of the conference call will be available through
August 11, 2004 by dialing (800) 642-1687 or, for international
callers, (706) 645-9291.  The code to access the replay is
9192749.

                 About Pinnacle Entertainment

Pinnacle Entertainment owns and operates casinos in Nevada,
Mississippi, Louisiana, Indiana and Argentina, and receives lease
income from two card club casinos, both in the Los Angeles
metropolitan area.  The Company is currently building a major
casino resort in Lake Charles, Louisiana and has been selected for
two casino development projects in the St. Louis, Missouri area.
Each of the aforementioned development projects is dependent upon
approval by the Louisiana Gaming Control Board and the Missouri
Gaming Commission, respectively.

                           *     *     *

As reported in the Troubled Company Reporter, August 2, 2004
edition, 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.


PRIMEDEX HEALTH: Completes $150 Million Debt Restructuring
----------------------------------------------------------
Primedex Health Systems, Inc. (OTCBB:PMDX) completed the
restructuring of approximately $150 million of outstanding
institutional debt.

The restructuring completed with the Primedex existing lenders
provides a payment schedule designed to facilitate Primedex
operations.  As part of its financial restructuring, Primedex
entered into a new credit facility with Wells Fargo Foothill
providing up to $23 Million of borrowing capacity.

Howard G. Berger, M.D., president of Primedex, stated his belief
that the restructuring completed with the Company's two major
equipment financing sources coupled with the new Foothill facility
provides a firm financial foundation for the future of Primedex.

Primedex Health Systems, through its RadNet Management subsidiary,  
Primedex owns and manages about 55 California facilities that  
offer magnetic resonance imaging (MRI), ultrasound, mammography,  
diagnostic radiology, and similar services. Medical services at  
most of these facilities are provided by Beverly Radiology Medical  
Group, which is almost wholly-owned by Primedex CEO Howard Berger,  
who also owns about 30% of Primedex.

The Company filed for bankruptcy protection under chapter 11 on  
September 4, 2003 (Bankr. C.D. Calif. Case No. 03-33211).

At April 30, 2004, Primedex Health Systems' balance sheet shows a  
stockholders' deficit of $56,181,000 compared to a deficit of  
$53,087,000 at October 31, 2004.


PROXIM CORP: Investors Agree to $49-Million Equity-for-Debt Swap
----------------------------------------------------------------
Proxim Corporation's (Nasdaq: PROX) strategic investors Warburg
Pincus and BCP Capital have exchanged $49 million of the secured
convertible promissory notes, including accrued but unpaid
interest, into shares of Proxim's Series B convertible preferred
stock, in accordance with the existing terms and conditions of the
secured promissory notes.  The exchange relieves the Company from
the need to retire the notes at their September 30, 2004 maturity
date.

Also, Proxim has received $10 million in cash proceeds from the
close of the convertible bridge loan financing with Warburg Pincus
and BCP Capital, as announced as part of Proxim's capital
structure simplification plan on Tuesday, July 27, 2004.  Proxim
will use the capital infusion from the bridge loan to help expand
its market presence and accelerate development efforts in key
market areas, including WiMAX and Wi-Fi, and for general working
capital purposes.

Pursuant to the terms of the agreements announced July 27, 2004,
the exchange of the secured promissory notes to Series B
convertible preferred stock will be followed, upon shareholder
approval, by an exchange of all Series A preferred stock, all
Series B preferred stock and all warrants held by Warburg Pincus
and BCP Capital into 164 million shares of Proxim's common stock,
and $40 million mandatorily-redeemable Series C preferred stock.
This new long-term security is not required to be repaid in cash
until it is due on July 30, 2012, except in the event of a change
in control or liquidation.  Further, it is not convertible into
common stock or any other equity security at any time.

The $10 million convertible bridge loan will bear interest at 15
percent per annum from the date of issuance and becomes due on
June 30, 2005. Pursuant to the terms of the securities purchase
agreement announced last week, the convertible bridge loan will be
exchanged for common stock if, prior to June 30, 2005, Proxim
closes a financing transaction with gross proceeds to the company
of $20 million or more through a sale of its common stock and/or
warrants to purchase its common stock. Pursuant to the terms of
the securities purchase agreement, any such exchange of the bridge
loan will be at the same price and upon the same terms and
conditions offered to other investors in the common stock
financing transaction.

"We are very pleased with the quick completion of the exchange of
the $49 million debt into Series B preferred stock and the receipt
of the cash proceeds from the close of the $10 million bridge
loan," said Frank Plastina, Chairman and Chief Executive Officer
at Proxim. "Together, these two events have significantly improved
our near term liquidity and reduced our short-term debt. These are
major steps towards simplifying Proxim's capital structure, as
well as increasing our cash position to support our pursuit of
market opportunities both in WiMAX and Wi-Fi."

                        About Proxim

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


PSYCHIATRIC SOLUTIONS: Hires Two Division Presidents
----------------------------------------------------
Psychiatric Solutions, Inc. (Nasdaq: PSYS) discloses the hiring of
Joe Crabtree and Larry Pieretti as new Division Presidents.

Joey Jacobs, Chairman, President and Chief Executive Officer of
Psychiatric Solutions, remarked, "We are very pleased to announce
that respected industry veterans, Joe Crabtree and Larry Pieretti,
have joined [Psychiatric Solutions].  While the substantial
historic growth in our beds in operation has resulted primarily
from accretive acquisitions, our prospects for producing long-term
profitable growth and increased stockholder value rests
principally on our ability to operate our facilities successfully.  
We are confident of the expertise both Joe and Larry bring to
[Psychiatric Solutions] through outstanding careers in facility
operations and management, and we expect them to make a
significant contribution to the continued successful execution of
our organic growth strategies."

Mr. Crabtree has over 18 years experience in the healthcare
industry and was most recently Senior Vice President of Eckerd
Youth Alternatives Inc. in Clearwater, Florida.  He was also
Senior Vice President of Operations for Charter Behavioral Health
Systems in Macon, Georgia.  Mr. Crabtree has a Masters Degree in
Health Systems Services Management from Webster University and is
a member of the National Association of Psychiatric Health
Systems.

Mr. Pieretti has over 20 years of healthcare experience and was
previously with HCA as President and Chief Executive Officer of
Southwest Florida Regional Medical Center in Ft. Myers, Florida.  
He was also HCA's President and Chief Executive Officer of
Southern Hills Medical Center in Nashville, Tennessee.  Mr.
Pieretti has a Masters Degree in Health and Hospital
Administration from the University of Florida in Gainesville.  In
addition, he was a member of the Tennessee Hospital Association
and the Florida League of Hospitals.
    
Psychiatric Solutions, Inc. (S&P, B+ Corporate Credit Rating,
Negative Outlook) offers an extensive continuum of behavioral
health programs to critically ill children, adolescents and adults
through its operation of 23 owned or leased freestanding
psychiatric inpatient facilities with more than 2,800 beds.  The
Company also manages freestanding psychiatric inpatient facilities
for government agencies and psychiatric inpatient units within
general acute care hospitals owned by others.


QWEST COMMS: Inks 3-Yr Services Pact with Independence Blue Cross
-----------------------------------------------------------------
Qwest Communications International Inc. (NYSE: Q) signed a new
three-year contract with Independence Blue Cross.  Under the
agreement, Qwest will provide data communications including frame
relay and asynchronous transfer mode (ATM) services.

Independence Blue Cross, headquartered in Philadelphia, provides
health insurance coverage to more than 2.8 million people in
Pennsylvania.  Together with its subsidiaries, Independence covers
nearly 3.5 million people.  It relies on high-speed data services
from Qwest to ensure that its employees in all its offices can
easily communicate with each other and can process health
insurance documents in a highly secure and reliable environment.

"We worked with Qwest in the past, but over the last few years
we've cultivated a very strong relationship with our account team,
and we were impressed by the level of customer service and the
quality solutions Qwest offered us," said Peter Gutowski, manager
of network systems administration for Independence Blue Cross.

"We're pleased to grow our relationship with Independence Blue
Cross and become one of their primary service providers," said
Cliff Holtz, executive vice president, business markets group for
Qwest.  "This win proves that our Spirit of Service is effective
and that our customers are noticing the difference."

                      About Qwest   
   
Qwest Communications International Inc. (NYSE: Q) is a leading   
provider of voice, video and data services to more than 25 million  
customers.  The company's 46,000 employees are committed to the   
"Spirit of Service" and providing world-class services that exceed  
customers' expectations for quality, value and reliability. For  
more information, please visit the Qwest Web site at   
http://www.qwest.com/  
   
At March 31, 2004, Qwest Communications International, Inc.'s  
balance sheet shows a stockholders' deficit of $1,251,000,000,  
compared to a deficit of $1,016,000,000 at December 31, 2003.


SCHLOTZSKY'S: Files Voluntary Chapter 11 Petition in W.D. Texas
---------------------------------------------------------------
Schlotzsky's, Inc. (NASDAQ: BUNZ) filed for voluntary Chapter 11
protection in U.S. Bankruptcy Court in San Antonio, Texas
yesterday.  The Company reported liabilities of approximately
$71.3 million and assets of approximately $111.7 million,
including approximately $64.8 million of intangible assets,
according to the court filing.  The Company reported a net loss of
$11.7 million in 2003, compared to a net loss of $199,000 in 2002,
and a net loss of $671,000 in the first quarter of 2004.

"Today we have taken an important step toward creating a stronger
Schlotzsky's," said Sam Coats, Schlotzsky's President and Chief
Executive Officer.  "It became apparent to our Board that this
action was necessary to protect Schlotzsky's from millions of
dollars in claims, judgments, and debts accumulated during the
past few years, while enabling us to restructure the Company. I
believe the actions taken by the Board took great courage and are
clearly in the best interest of the Company."

According to Coats, the Company's goals going forward are to "make
money by selling the world's best sandwich, simplify our
operation, obtain the financial resources to grow our franchise
system, and make certain that our valued franchisees get the
support, training and encouragement they are entitled to receive."

Over 95 percent of the restaurants in the Schlotzsky's system are
franchisee-operated.  At present there are 471 domestic
franchisee-operated restaurants, 21 international franchisee-
operated restaurants, and 21 Company-operated restaurants. Coats
said that both franchisee-operated restaurants and company-
operated restaurants are expected to continue normal operations
during Schlotzsky's financial restructuring.  "Our customers
should not notice any changes in our great Schlotzsky's products
as a result of today's court action," he said. Schlotzsky's closed
15 unprofitable Company-operated restaurants during the month of
July, reducing its Company-operated restaurants by over 40
percent.

The Company will request that the bankruptcy court issue a sale
order that would allow Schlotzsky's to sell nine pieces of real
estate to Westdale Asset Management, Ltd., an affiliate of the
Company's largest shareholder, for approximately $3.4 million.
With this sale, the Company would have an additional source of
liquidity for its operations over the next few months.

The Company's Form 10-Q for the first quarter of 2004 showed $24.6
million in contingent liabilities for lease guarantees, mortgage
guarantees and related party loan guarantees as of March 31, 2004.
The Company's Chapter 11 filing also identified several court
judgments that exceed $1.2 million in the aggregate. As of March
31, 2004, the Company had $3.9 million in accounts payable and
$5.6 million in accrued liabilities.

"Schlotzsky's has taken a number of steps during recent months to
reduce expenses, decrease overhead and improve the Company's cash
position," said Coats.  "Unfortunately, the situation in which we
found ourselves made it impossible to go forward without a formal
reorganization.  We believe that by taking this action, we can
restructure our financial obligations, obtain new financial
resources, and emerge from this proceeding as a stronger company."

In addition to the bankruptcy filing, Schlotzsky's reported that
it has eliminated 15 positions. Four of those eliminated were
currently unfilled positions.  Of the remaining 11, approximately
half were located in the corporate headquarters and half were in
the field.

The case number for Schlotzsky's filing with the U.S. Bankruptcy
Court for the Western District of Texas and further information
will be available online at http://www.haynesboone.com/schlotzskys

Schlotzsky's, Inc., founded in Austin, Texas, in 1971, through its
wholly owned subsidiaries, is a franchisor and operator of
restaurants in the fast casual sector.  As of August 2, 2004,
there were 513 Schlotzsky's(R) restaurants open and operating in
36 states, the District of Columbia and six foreign countries.
Visit http://www.schlotzskys.com/for more information.  


SCHLOTZSKY'S INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Schlotzsky's, Inc.
             203 Colorado Street, Suite 600
             Austin, Texas 78701

Bankruptcy Case No.: 04-54504

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Schlotzsky's Restaurants, Inc.             04-54506
      Schlotzsky's Real Estate, Inc.             04-54507
      Schlotzsky's Franchisor, LLC               04-54508
      Schlotzsky's Franchise Operations, LLC     04-54509
      Schlotzsky's Brand Products, LLC           04-54510
      DFW Restaurant Transfer Corp.              04-54511
      56th & 6th, Inc.                           04-54512
      RAD Acquisition Corp.                      04-54513
      San Felipe, LLC                            04-54514

Type of Business: The Debtor is a franchisor and operator of
                  Restaurants.  See http://www.schlotzskys.com/

Chapter 11 Petition Date: August 3, 2004

Court: Western District of Texas (San Antonio)

Judge: Leif M. Clark

Debtors' Counsels: Amy Michelle Walters, Esq.
                   Eric Terry, Esq.
                   Haynes & Boone, LLP
                   901 Main Street, Suite 3100
                   Dallas, TX 75202
                   Tel: 214-651-5301
                   Fax: 214-200-0811

Total Assets: $111,692

Total Debts:  $71,312

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
NS Associates J, Ltd.         Guarantee               $17,560,202
5760 LBJ Freeway, Ste. 625
Dallas, TX 75240

General Electric Capital      Guarantee              $13,087,871
Business Asset Funding
Corporation
C-97550
Bellevue, WA 98009-7550

US Restaurants Properties     Litigation              $5,913,904
MLP
12240 Inwood Road, Ste. 3000
Dallas, TX 75244

Commerce National Bank,       Guarantee               $2,607,500
Division of Lubbock National
Bank
5300 Bee Caves Road
Austin, TX 78746

Merrill Lynch Business        Guarantee               $2,373,865
Financial Services Inc.
222 N. Lasalle, 17th floor
Chicago, IL 60601

Thomas Development            Guarantee,              $2,029,060
Corporation                   Purchase Agreement
Douglas G. Thomas and
Carolyn J. Thomas
3922-A Woodbury Drive
Austin, TX 78704

Kickapoo Investments, Ltd.    Guarantee               $1,219,575
22539 Lynridge Dr.
San Antonio, TX 78258

Sterling Enterprises, Inc.    Purchase Agreement        $750,000
500 Park Boulevard, Ste. 800
Itasca, IL 60143

Antoniou, Sotiri              Guarantee                 $706,453
10537 Dorchester Way
Woodstock, MD 21163

Commercial Net Lease Realty,  Guarantee                 $600,600
Inc.
450 South Orange Ave.,
Ste. 900
Orlando, FL 32801

New Florida Markets, Ltd.     Guarantee                 $600,000
and Deli Keys, Ltd.
4806 Heatherbrook
Dallas, TX 75244

Wiggin & Dana LLP             Trade Payable             $583,169
One Century Tower
P.O. Box 1832
New Haven, CT 06508-1832

Swiss Reinsurance Company     Trade Payable             $477,810
55 E. 52nd St., 43rd Floor
New York, NY 10055

Central Carolina Bank and     Guarantee                 $469,582
Trust Company
628 Green Valley Road
Greensboro, NC 27408

Jeff Johnson and Carol        Guarantee                 $425,000
Johnson
2330 S. 75th Street
Lincoln, NE 68506

American Bank of Commerce     Note Payable              $398,500
522 Congress Avenue #100
Austin, TX 78701

CIT Small Business Lending    Guarantee                 $324,000
Corporation
1 CIT Drive
Livingston, NJ 07039

Standard Federal Bank N.A.    Guarantee                 $322,400
P.O. Box 1707
Grand Rapids, MI 49501

Andrew & Kurth LLP            Trade Payable             $276,456
P.O. Box 2017850
Houston, TX 77216-1785

Village Plaza Associates      Guarantee                 $217,985


SOLECTRON: Completes Divestiture of Embedded Computing Business
---------------------------------------------------------------
Solectron Corporation (NYSE:SLR), a leading provider of
electronics manufacturing and integrated supply chain services,
has completed the sale of its Force Computers embedded computing
business to Motorola, Inc., (NYSE:MOT). Terms of the deal were not
disclosed.  

Force provides embedded computing products and services to
original equipment manufacturers in a wide variety of
applications.  

This transaction is part of Solectron's previously announced plan
to sell certain assets that are not central to the company's
future strategy.

                        About Solectron

Solectron -- http://www.solectron.com/-- provides a full range of  
worldwide manufacturing and integrated supply chain services to
the world's premier high-tech electronics companies. Solectron's
offerings include new-product design and introduction services,
materials management, high-tech product manufacturing, and product
warranty and end-of-life support.  The company is based in
Milpitas, California, and had sales from continuing operations of
$9.8 billion in fiscal 2003.

                         *     *     *

As reported in the Troubled Company Reporter, June 28, 2004
edition, Fitch Ratings has affirmed Solectron Corporation's 'BB-'
senior unsecured debt, 'BB+' senior secured bank credit facility,
and the remaining 'B' adjustable conversion rate equity security
units.

The Rating Outlook is changed to Stable from Negative.
Approximately $1.2 billion of debt is affected by Fitch's action.

The Stable Rating Outlook reflects Solectron's improved financial
performance, a more stable demand environment across key-end
markets, and the company's progress related to asset sales. The
company's ongoing asset divestiture program, announced during the
fourth fiscal quarter of 2003, represented approximately $700
million of aggregate revenues and break-even cash flows. To date
the company has received approximately $405 million of pretax cash
proceeds, which is within range of Fitch's expectations, with
three businesses still to sell. In addition, the company's
refinancing risk has been reduced and financial flexibility
improved as a result of meeting the $950 million liquid yield
option notes put with cash in May 2004 and repurchasing
approximately 94% of the outstanding ACES units, mostly with
common stock, representing approximately $1.0 billion of debt.

Solectron's ratings continue to reflect relatively weak albeit
improving operating margins, driven by a continued competitive
pricing environment and less than optimal capacity utilization
rates, and a cash conversion cycle that lags those of its peers.
Positively, the ratings are supported by Solectron's top tier
position within the EMS industry, with significant scope and
global footprint of operations, a lower revenue break-even point
resulting from a combination of past restructuring and asset
divestitures, a solid liquidity profile, and a manageable maturity
schedule.

Solectron's credit protection measures meaningfully improved in
the third quarter, as a result of the aforementioned debt
repayments and a 100 basis points sequential improvement in
operating margins. Operating margins have improved in each of the
past four quarters, rising to 1.8% in the third quarter of 2004
from -1.1% one year ago. Leverage improved significantly to 3.8
times(x) for the LTM ended May 31, 2004 versus 6.3x and 11.8x for
the LTM periods ended May 30, 2003 and May 31, 2002, respectively.
Interest coverage was 2.9x for the LTM ended May 31, 2004 versus
0.3x for the twelve months ended May 31, 2003. Fitch expects
credit protection measures will remain stable and ultimately
improve over the next several quarters, driven by continued demand
strength in its key-end markets, especially communications and
consumer, profitability enhancement resulting from higher capacity
utilization rates, and incremental cost savings associated with
past restructuring programs and LEAN manufacturing initiatives, as
well as meaningfully lower debt service requirements.

Liquidity as of May 31, 2004 consisted of unrestricted cash of
$1.2 billion and an undrawn three-year $250 million secured
revolving facility, expiring February 2005. The company also has
various committed and uncommitted revolving lines of credit
related to its foreign subsidiaries, totaling approximately
$225 million. Free cash flow is likely to be modestly positive
over the next several quarters; however, Fitch believes that in a
rapidly accelerating demand environment profitability enhancement
could increase more slowly than working capital requirements
without continued reductions in cash conversion days. Furthermore,
Solectron expects approximately $100 million of proceeds for the
sale of the remaining three businesses in the divestiture program,
none of which have a meaningful impact on cash flow. Total debt
was $1.2 billion as of May 31, 2004, consisting primarily of
$150 million of 7.375% senior notes due March 2006, $500 million
of 9.625% senior notes due February 2009, and $450 million of 0.5%
convertible senior notes due February 2034. In addition,
approximately $63 million of ACES remain and are expected to be
remarketed in August 2004 and mature in 2006.


SOLECTRON: Plans to Sell Microtechnology Biz to Francisco Partners
------------------------------------------------------------------
Solectron Corporation (NYSE:SLR), a leading provider of
electronics manufacturing and integrated supply chain services,
has signed a definitive agreement to sell its  Microtechnology
business to Francisco Partners, a California-based private equity
firm.  Terms of the transaction, which is expected to close in the
third quarter of calendar 2004, were not disclosed.  

The Microtechnology business produces frequency control products
and hybrid microcircuits.  

The transaction is part of Solectron's previously announced plan
to sell certain assets that are not central to the company's
future strategy.

                    About Francisco Partners

With $2.5 billion of committed capital, Francisco Partners is one
of the world's largest technology-focused private equity funds.
The principals of Francisco Partners have invested in excess of
$2.4 billion of equity capital in over 50 technology companies
during the past decade, including several of the most successful
buyouts effected to date.  For additional information, visit
http://www.franciscopartners.com/.

                        About Solectron

Solectron -- http://www.solectron.com/-- provides a full range of  
worldwide manufacturing and integrated supply chain services to
the world's premier high-tech electronics companies. Solectron's
offerings include new-product design and introduction services,
materials management, high-tech product manufacturing, and product
warranty and end-of-life support.  The company is based in
Milpitas, California, and had sales from continuing operations of
$9.8 billion in fiscal 2003.

                         *     *     *

As reported in the Troubled Company Reporter, June 28, 2004
edition, Fitch Ratings has affirmed Solectron Corporation's 'BB-'
senior unsecured debt, 'BB+' senior secured bank credit facility,
and the remaining 'B' adjustable conversion rate equity security
units.

The Rating Outlook is changed to Stable from Negative.
Approximately $1.2 billion of debt is affected by Fitch's action.

The Stable Rating Outlook reflects Solectron's improved financial
performance, a more stable demand environment across key-end
markets, and the company's progress related to asset sales. The
company's ongoing asset divestiture program, announced during the
fourth fiscal quarter of 2003, represented approximately $700
million of aggregate revenues and break-even cash flows. To date
the company has received approximately $405 million of pretax cash
proceeds, which is within range of Fitch's expectations, with
three businesses still to sell. In addition, the company's
refinancing risk has been reduced and financial flexibility
improved as a result of meeting the $950 million liquid yield
option notes put with cash in May 2004 and repurchasing
approximately 94% of the outstanding ACES units, mostly with
common stock, representing approximately $1.0 billion of debt.

Solectron's ratings continue to reflect relatively weak albeit
improving operating margins, driven by a continued competitive
pricing environment and less than optimal capacity utilization
rates, and a cash conversion cycle that lags those of its peers.
Positively, the ratings are supported by Solectron's top tier
position within the EMS industry, with significant scope and
global footprint of operations, a lower revenue break-even point
resulting from a combination of past restructuring and asset
divestitures, a solid liquidity profile, and a manageable maturity
schedule.

Solectron's credit protection measures meaningfully improved in
the third quarter, as a result of the aforementioned debt
repayments and a 100 basis points sequential improvement in
operating margins. Operating margins have improved in each of the
past four quarters, rising to 1.8% in the third quarter of 2004
from -1.1% one year ago. Leverage improved significantly to 3.8
times(x) for the LTM ended May 31, 2004 versus 6.3x and 11.8x for
the LTM periods ended May 30, 2003 and May 31, 2002, respectively.
Interest coverage was 2.9x for the LTM ended May 31, 2004 versus
0.3x for the twelve months ended May 31, 2003. Fitch expects
credit protection measures will remain stable and ultimately
improve over the next several quarters, driven by continued demand
strength in its key-end markets, especially communications and
consumer, profitability enhancement resulting from higher capacity
utilization rates, and incremental cost savings associated with
past restructuring programs and LEAN manufacturing initiatives, as
well as meaningfully lower debt service requirements.

Liquidity as of May 31, 2004 consisted of unrestricted cash of
$1.2 billion and an undrawn three-year $250 million secured
revolving facility, expiring February 2005. The company also has
various committed and uncommitted revolving lines of credit
related to its foreign subsidiaries, totaling approximately
$225 million. Free cash flow is likely to be modestly positive
over the next several quarters; however, Fitch believes that in a
rapidly accelerating demand environment profitability enhancement
could increase more slowly than working capital requirements
without continued reductions in cash conversion days. Furthermore,
Solectron expects approximately $100 million of proceeds for the
sale of the remaining three businesses in the divestiture program,
none of which have a meaningful impact on cash flow. Total debt
was $1.2 billion as of May 31, 2004, consisting primarily of
$150 million of 7.375% senior notes due March 2006, $500 million
of 9.625% senior notes due February 2009, and $450 million of 0.5%
convertible senior notes due February 2034. In addition,
approximately $63 million of ACES remain and are expected to be
remarketed in August 2004 and mature in 2006.


SOLUTIA INC: Wants to Contribute $11 Million to Pension Plan
------------------------------------------------------------
Solutia, Inc., employees' Pension Plan was established in
connection with the spin-off from Monsanto Company, with all prior
plan provisions being maintained.  The Pension Plan is funded
solely through employer contributions and covers both union and
non-union employees.  Benefit accruals under the Pension Plan for
non-union employees were "frozen" effective as of July 1, 2004.  
Union employees continue to accrue benefits under the Pension
Plan, and the benefit accruals can be frozen only through
negotiations with the affected unions or pursuant to the
procedures set forth in Section 1113 of the Bankruptcy Code.

                  Proposed Voluntary Contribution

M. Natasha Labovitz, Esq., at Gibson, Dunn & Crutcher, LLP, in New
York, relates that due to the recent three-year decline of the
equity markets, the Pension Plan is significantly underfunded and
ongoing obligations to it will place a significant financial
burden on the Debtors over the next several years.  In
consultation with its creditors, Solutia has considered all
alternatives to alleviate the problem, including termination of
the Pension Plan.  However, Solutia believes that terminating the
Pension Plan at this time is not a viable option since it would
create a large claim against the estate in favor of the Pension
Benefit Guaranty Corporation and possibly result in the imposition
of large liabilities on Solutia's overseas
subsidiaries.

Solutia decided to implement two actions that together will
greatly reduce the burdens of the Pension Plan on the estate:

     (1) Solutia froze benefit accruals under the Pension Plan
         for non-union employees effective July 1, 2004; and

     (2) Solutia determined to seek separate Court approval to
         make a voluntary contribution of $11 million to the
         Pension Plan this year.

Viewed together, those actions will:

    -- save the Debtors between $30 million and $40 million in
       pension expense for each of the next several years;

    -- reduce overall pension funding requirements over the next
       five years by $110 million; and

    -- defer the next required contribution to the Pension Plan to
       January 2006.

According to Ms. Labovitz, if Solutia makes the Pension
Contribution by September 15, 2004, by law, the Pension
Contribution will be deemed to have been made as of December 31,
2003, which will increase the current liability funded status for
the Pension Plan to 80% as of January 1, 2004.  Under ERISA and
the Internal Revenue Code, it is advantageous for a plan sponsor
of a qualified defined benefit pension plan to ensure that its
plan is at least 80% funded.  In Solutia's case, ensuring that the
Pension Plan is 80% funded will likely result in a credit balance
of $54 million at January 1, 2005, which can be used to offset
future contributions.

Ms. Labovitz explains that the sponsor of a qualified defined
benefit plan is generally required to make contributions to its
benefit plan each year to meet the minimum funding standards set
by the Tax Code and ERISA.  The contributions depend on a number
of factors designed to ensure that the benefit plan has sufficient
assets to pay participants' benefits.  Along with "regular"
contributions, additional contributions are generally required if
a defined benefit pension plan's assets are less than 90% of the
its current liability for a given year.  The requirement for
additional contribution is referred to as a "deficit reduction
contribution."  Deficit reduction contributions can substantially
be in excess of the amount of contributions otherwise required
under ERISA and the Tax Code.

However, there is an important exception to the deficit reduction
contribution requirement.  If a defined benefit pension plan's
assets equal at least 80% of its current liability and for each of
the two immediately preceding plan years the plan's assets equaled
at least 90% of the plan's current liability, the plan sponsor is
not required to make deficit reduction contributions for that
year.  Therefore, it can be advantageous for the plan sponsor to
make additional plan contributions to attain or maintain at least
the 80% funding level to take advantage of the limited exception
to the deficit reduction contribution requirement.

In Solutia's case, the Pension Plan's assets did equal 99.2% of
its current liability in 2001 and 91.6% in 2002.  Thus, an 80%
funded status for 2004 will avoid the deficit reduction
contribution for 2004.  By making the $11 million Pension
Contribution on or before September 15, 2004, the 80% threshold
will be satisfied as of January 1, 2004, thus avoiding the deficit
reduction contribution that otherwise would be required for 2004,
which is estimated to be $47 million.

Ms. Labovitz asserts that making the Pension Contribution will
create significant savings for the Debtors' estates and minimize
the risk of any disruptions in the Debtors' bankruptcy cases as a
result of what may otherwise be substantially larger pension
funding requirements or the risk of distressed termination of the
Pension Plan.

The Debtors would likely enjoy significant tax savings by making
the Pension Contribution before September 15 of this year.  If a
pension plan sponsor fails to timely make a required contribution,
generally no later than September 15 of the year following the
year with respect to which the contribution is required, a 10%
excise tax applies.  The tax increases to 100% if the failure to
make the contribution is not corrected upon notice from the
Internal Revenue Service.

Accordingly, the Debtors seek permission of the United States
Bankruptcy Court for the Southern District of New York to
contribute $11 million to the Pension Plan on or before September
15, 2004 and to take all other actions as necessary to effectuate
their 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)


SPIEGEL GROUP: Wants Until Jan. 31, 2005, to Make Lease Decisions
-----------------------------------------------------------------
The Spiegel Group estimates that, as of the Petition Date, it was
party to approximately 600 unexpired non-residential real property
leases, including lease agreements for office space, retail sale
space, distribution facilities and warehouse and storage
facilities.  About 540 of the leases were for non-residential real
property where the Debtors operated retail stores.  In addition,
although the leases pertain to wide-ranging segments of the
Debtors' business operations, the substantial majority are Eddie
Bauer Store Leases.

James L. Garrity, Jr., Esq., at Shearman & Sterling, LLP, in New
York, relates that throughout the course of their Chapter 11
cases, the Debtors have engaged in an exhaustive financial review
of all of their retail stores and their non-residential real
property leases.  As the review process has continued, the Debtors
have timely closed underperforming retail locations, and have
either rejected the applicable lease or entered into a termination
agreement with the landlord.

The Debtors' consistent focus on rationalizing their non-
residential real property leases demonstrates their commitment
towards maximizing creditor recoveries.  Two of the Debtors'
significant achievements towards this commitment include obtaining
Court orders authorizing the Debtors to:

    * close 60 Eddie Bauer stores, 15 Spiegel Catalog outlet
      stores, and five Newport News outlet stores; and

    * conduct store closing sales at an additional 29 Eddie Bauer
      stores and these stores were closed in the first quarter of
      2004.

Mr. Garrity notes that the Debtors have also taken significant
steps to rationalize their use of leased office space, by:

    * closing their call centers located in Bothell, Washington
      and Rapid City, South Dakota; and

    * rejecting their headquarters' office lease and entering into
      a new lease that resulted in substantial savings to their
      estates.

As the Debtors have previously advised the United States
Bankruptcy Court for the Southern District of New York, they have
instructed their investment bankers, Miller Buckfire Lewis Ying &
Co., to solicit parties who may be interested in acquiring the
Eddie Bauer, Inc., business.  Mr. Garrity explains that given the
importance of the Leases to the Eddie Bauer business as it is
marketed to potential purchasers, it is impossible for the Debtors
to make a reasoned and informed decision as to whether to assume
or reject each of the leases by the current deadlines established
by the Court.

Accordingly, the Debtors ask the Court to extend the deadline by
which they must assume or reject their unexpired non-residential
real property leases through and including January 31, 2005.

Mr. Garrity contends that absent an extension, the Debtors may be
forced to assume the leases prematurely, before the Eddie Bauer
sale process is completed.  The Debtors believe that it could lead
to unnecessary administrative claims against their estates if the
leases are ultimately rejected.  Conversely, if the Debtors
precipitously reject the leases or are deemed to reject the leases
by operation of Section 365(d)(4) of the Bankruptcy Code, they may
forego significant value in the leases, resulting in the loss of
valuable property interests that may be essential to the sale or
reorganization of the Eddie Bauer business.

According to Mr. Garrity, the Debtors anticipate that certain
landlords under the leases where the Debtors presently operate
Eddie Bauer retail and outlet stores are concerned that, in light
of the importance of the holiday shopping season, the landlords
will be unduly prejudiced if the Debtors reject an Eddie Bauer
Store Lease prior to January 31, 2005.  To address this concern,
the proposed form of order extending the Lease Decision Deadline
expressly provides that the Debtors may not reject an Eddie Bauer
Store Lease effective as of any date prior to February 1, 2005.
The proposed form of order also provides that the extension is
without prejudice to:

      (i) the Debtors' ability to assume and assign any Leases
          prior to February 1, 2005;

     (ii) the Debtors' ability to reject any Eddie Bauer Store
          Lease effective as of any date beginning February 1,
          2005; and

    (iii) a landlord's rights to object to any proposed
          assumption and assignment, or rejection.

The Debtors state that the restriction on their ability to reject
any Eddie Bauer Store Lease during the holiday shopping season
appropriately addresses the concerns of the lessors under the
Eddie Bauer Store Leases, and no further restriction or
requirement is necessary in this respect.

Mr. Garrity assures the Court that the Debtors have timely
performed their obligations under their leases.  Thus, the
proposed extension will not prejudice the lessors.  Any lessor may
ask the Court to fix an earlier date by which the Debtors must
assume or reject their unexpired lease in accordance with Section
365(d)(4) of the Bankruptcy Code.  If a lessor requests an earlier
deadline for a particular lease, the Debtors will maintain the
burden of persuasion.

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)   


TARTAN LIMITED LIABILITY: Voluntary Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: Tartan Limited Liability Co.
        117 Ketch Mall
        Marina Del Rey, California 90292

Bankruptcy Case No.: 04-26498

Type of Business: The Debtor is a holding company.

Chapter 11 Petition Date: July 29, 2004

Court: Central District of California (Los Angeles)

Judge: Ernest M. Robles

Debtor's Counsel: Kenneth E. Cohen, Esq.
                  Law Offices of Kenneth E. Cohen
                  17514 Ventura Boulevard, Suite 105
                  Encino, CA 91316
                  Tel: 818-285-5928

Total Assets: $1,100,000

Total Debts:  $725,000

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


TRANSTECHNOLOGY: Extends Financing Pact Maturity to Jan. 31, 2005
-----------------------------------------------------------------
TransTechnology Corporation (NYSE:TT) had amended its financing
agreement with The CIT Group Business Credit, Inc., to extend the
maturity date of the agreement from July 31, 2004, to January 31,
2005, and to amend the covenant levels in the agreement to reflect
the period of the extension.

The credit agreement provides maximum borrowings of $8.0 million
and is secured by substantially all of the assets of the company.
The company reported that as of July 31, 2004, it had $1.6 million
outstanding under the credit facility.

Joseph F. Spanier, Vice President, Treasurer and Chief Financial
Officer, said, "The facility with CIT has been in place since
August 2002. Over the past year, we have used the CIT facility on
a limited basis, and we believe that it is adequate to meet the
credit needs of the company at this time."

TransTechnology Corporation -- http://www.transtechnology.com/--   
operating as Breeze-Eastern -- http://www.breeze-eastern.com/ --   
is the world's leading designer and manufacturer of sophisticated  
lifting devices for military and civilian aircraft, including  
rescue hoists, cargo hooks and weapons-lifting systems. The  
company, which employs approximately 180 people at its facility in  
Union, New Jersey, reported sales of $64.6 million in the fiscal  
year ended March 31, 2004.

At June 27, 2004, TransTechnology Corporation's balance sheet  
shows a stockholders' deficit of $4,353,000 compared to a deficit  
of $3,787,000 at March 31, 2004.


U.S. CAN: Stockholders' Deficit Widens to $364 Million at July 4
----------------------------------------------------------------
U.S. Can reported net sales of $211.8 million for its second
quarter ended July 4, 2004 compared to $210.3 million for the
corresponding period of 2003, a 0.7% increase.  For the quarter,
volumes increased in the Company's U.S. Aerosol and Paint, Plastic
& General Line business segments while volumes declined in the
Company's International and Custom & Specialty businesses.  For
the first six months of 2004, net sales increased to $425.2
million from $409.2 million for the same period in 2003 primarily
due to volume increases in the U.S. Aerosol and Paint, Plastic &
General Line business segments, partially offset by sales
decreases in the Custom & Specialty business segment.  The Company
experienced favorable foreign currency translation impacts on
sales made in Europe in both the quarter and year to date periods.

For the second quarter, U.S. Can reported gross income of
$22.3 million (10.5% to sales), compared to $24.7 million (11.7%
to sales) in 2003.  For the six months ended July 4, 2004 gross
income decreased to $44.7 million (10.5% to sales) from $46.1
million (11.3% to sales) for the first six months of 2003.  Gross
profit margin was negatively impacted by increased raw material
costs associated with steel surcharges.  In accordance with the
terms of the majority of the Company's customer agreements, steel
surcharge cost increases were passed through to customers during
the second quarter of 2004.  Due to the timing of the
implementation of the selling price increases versus the cost
increases, the Company did not recover all of the cost increases
for the year to date period.  Gross income was also reduced due to
accelerated depreciation related to production lines to be idled
and the overhead absorption impact of a volume decrease in the
Company's Custom & Specialty segment. The negative impacts on the
gross income were partially offset by improved performance in the
Company's International segment due to cost reduction programs and
other operational efficiencies.

During the first half of 2004, the Company recorded special
charges of $1.5 million.  The Company recorded a special charge of
$1.0 million in the second quarter of 2004 and $0.5 million in the
first quarter of 2004 related to position elimination costs in
Europe.  The position eliminations were part of an early
retirement program in one European facility and headcount
reductions associated with the Company's German product line
profitability review.

Selling, general and administrative expenses for the second
quarter were $10.6 million or 5.0% of sales compared to $8.7
million or 4.1% of sales in the second quarter of 2003.  Selling,
general and administrative expenses for the first six months of
2004 were $20.6 million or 4.8% of sales compared to $18.3 million
or 4.5% of sales for the first half of 2003.  The increase is
primarily due to $1.2 million recorded in the second quarter of
2004 for severance payments to be made over time to the Company's
former Chief Executive Officer and the negative impact of the
translation of expenses incurred in foreign currencies to U.S.
dollars.

Interest expense in the second quarter of 2004 decreased $0.5
million versus the same period of 2003 to $12.7 million.  Interest
expense in the first half of 2004 decreased $0.9 million versus
the first half of 2003 to $25.4 million.  The decrease is
primarily due to the expiration of the Company's interest rate
protection agreements in the fourth quarter of 2003, partially
offset by higher average interest rates due to the issuance of the
10-7/8% Senior Secured Notes in July 2003.

The Company entered into a new Credit Agreement among U.S. Can
Corporation, United States Can Company and Various Lending
Institutions with Deutsche Bank Trust Company Americas as
Administrative Agent, dated as of June 21, 2004.  The Credit
Facility provides for aggregate borrowings of $315.0 million
consisting of a $250.0 million Term B loan and a $65.0 million
Revolving Credit Facility.  The Company used the $250.0 million
initial Term B proceeds to repay in full all amounts outstanding
under the Company's former Senior Secured Credit Facility and a
secured term loan of $16.5 million, secured by a mortgage on the
Company's Merthyr Tydfil, U.K. facility.

Bank financing fees for the second quarter were $1.2 million as
compared to $1.0 million for the second quarter of 2003.  For the
first half of 2004, bank financing fees were $2.6 million compared
to $2.0 million for the same period in 2003.  The increase in bank
financing fees is due to the amortization of deferred financing
fees related to the 10 7/8% Senior Secured Note offering.  The
Company also recorded a loss from early extinguishment of debt of
$5.5 million associated with the termination of the Company's
former Credit Facility (Senior Secured Credit Facility).  The loss
represents the unamortized deferred financing costs related to the
Senior Secured Credit Facility.

The Company recorded an income tax benefit of $1.9 million for the
second quarter of 2004 versus income tax expense of $2.3 million
for the second quarter of 2003.  For the first half of 2004, the
Company recorded an income tax benefit of $1.6 million versus
income tax expense of $2.9 million for the first half of 2003.  
The income tax benefit relates primarily to the loss on the early
extinguishment of debt.  During the fourth quarter of 2002, the
Company recorded a valuation allowance as it could not conclude
that it is "more likely than not" that all of the deferred tax
assets of certain of its foreign operations will be realized in
the foreseeable future.  Accordingly, the Company has not recorded
income tax benefits related to the 2004 and 2003 losses of those
operations.

The net loss before preferred stock dividends was $6.7 million for
the quarter ended July 4, 2004 compared to a net loss of
$1.0 million for the quarter ended June 29, 2003.  The net loss
before preferred stock dividends on a year-to-date basis for 2004
was $9.2 million compared to $5.0 million for the same period of
2003.

At July 4, 2004, the Company did not have any borrowings
outstanding under its $65.0 million revolving loan portion of its
new Credit Facility.  Letters of Credit of $12.9 million were
outstanding securing the Company's obligations under various
insurance programs and other contractual agreements.  In addition,
the Company had $10.1 million of cash and cash equivalents at
quarter end.

The Company has paid approximately $5.3 million of fees and
expenses related to the new Credit Facility through July 4, 2004,
and expects to incur approximately $0.9 million of additional fees
and expenses.  These fees will be amortized over the life of the
applicable borrowings.

Earnings before interest, taxes, depreciation, amortization,
special charges relating to our restructurings and certain other
charges and expenses, as defined under the terms of our new Credit
Facility ("Credit Facility EBITDA") was $22.8 million for the
second quarter of 2004 versus $24.0 million for the second quarter
of 2003.  Year-to-date Credit Facility EBITDA was $45.0 million
for 2004, an increase of $1.0 million versus the same period of
2003.

The Company considers Credit Facility EBITDA to be a useful
measure of its current financial performance and its ability to
incur and service debt.  In addition, Credit Facility EBITDA is a
measure used to determine the Company's compliance with its Credit
Facility.  The most directly comparable GAAP financial measure to
Credit Facility EBITDA is net loss from operations before
preferred stock dividends.  

In July 2004, subsequent to the end of the second quarter, the
Company decided to phase out operations at its New Castle,
Pennsylvania lithography facility with completion expected during
the fourth quarter of 2004.  The Company will record restructuring
charges related to the closure of the facility, primarily employee
severance and facility shutdown costs, in the second half of the
year, which we do not expect to be material.

The Company's July 4, 2004, balance sheet shows a stockholders'
deficit widening to $364,424,000 from a $345,904,000 deficit at
December 31, 2003.

U.S. Can Corporation is a leading manufacturer of steel containers
for personal care, household, automotive, paint and industrial
products in the United States and Europe, as well as plastic
containers in the United States and food cans in Europe.


UAL CORP: Mechanics File 2nd Lawsuit Against Three Top Executives
-----------------------------------------------------------------
On July 30, 2004, the International Associations of Machinists
and Aerospace Workers (IAM) filed a second lawsuit against three
top executives of UAL Corporation (OTC Bulletin Board: UALAQ)
including CEO Glenn Tilton charging them with breach fiduciary
duties in relation to an exit financing barring employee's pension
contributions.  Chief Financial Officer Frederic Brace and
Executive Vice President Peter McDonald are named in the
lawsuit filed in the U.S. District Court for the District of New
Jersey.

"When those in position of authority make decisions that affect
people's ability to buy food, pay rent and obtain proper health
care, they are making personal decisions," said Robert Roach, Jr.,
IAM General Vice President of Transportation. "We are holding
those responsible personally accountable."

In July, the union, representing 27,000 United bag handlers,
customer service agents and other workers, filed a similar suit by
the IAM in a Chicago, Illinois federal court charging the same
defendants with breach of duty in their roles as fiduciaries of
United's employee pension plans. The airline announced on July 23
that it would no longer fund pension plans due to terms it
negotiated for new Debtor in Possession (DIP) financing.

United said the lawsuit is "groundless and has no more merit than
the lawsuit filed last week."  The company also said it was
"inappropriate and counterproductive" to name the executives and
scolded the union for addressing the issue outside of the
bankruptcy court process, Bloomberg News reports.

              Glenn Tilton Cuts Pay to $712,500

Separately, Mr. Tilton has announced he will cut his pay 16%.  
Mr. Tilton, the company's 56-year-old chairman, "made the personal
decision to reduce his salary" to last year's level of $712,500
from $845,500, Chicago-based UAL said in a filing with the U.S.
Securities and Exchange Commission.  UAL says this move should
show employees that they are working toward the same goal.

                 Amended DIP Financing Pact

As previously reported in the Troubled Company Reporter's July 27,
2004 edition, UAL successfully negotiated an agreement to amend
its debtor-in-possession (DIP) financing credit facilities with
its current lenders, including JPMorganChase, Citigroup, CIT, and
a new lender, GE Capital, providing an additional $500 million in
available funds, delivering the liquidity necessary to complete
UAL's successful restructuring.

The amended DIP agreement contains financial covenants that do not  
permit the company to make any payments inconsistent with its  
current financial projections, effectively prohibiting further  
pension contributions before exit, unless the lenders otherwise  
consent based on a modified business plan. As a result, the  
company does not expect to make any pension contributions before  
exit because such payments would diminish the company's liquidity  
and reduce flexibility, thus impairing the company's ability to  
attract exit financing. In and of itself, this decision does not  
affect the benefits currently being paid under these plans.

By amending the DIP and not making these pension contributions,  
the company believes it will have adequate funding until its exit  
from bankruptcy. These actions will enhance UAL's flexibility  
while it continues to restructure in a challenging and uncertain  
marketplace.

In the absence of a federal loan guarantee, United's long-term  
business plan must have cash flow and liquidity levels that the  
capital markets are willing to finance. Because existing pension  
plan contributions will remain a huge financial burden after exit,  
it is incumbent on United to study all possible options and to  
determine whether United can sustain this burden and still attract  
exit financing. At present, no decisions have been made and much  
work and analysis needs to be completed. United is beginning to  
discuss this situation with its unions and other stakeholders.

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: Has Until August 30 to File a Chapter 11 Plan
--------------------------------------------------------------
Judge Wedoff of the United States Bankruptcy Court for the
Northern District of Illinois extended the period within which
only United Airlines Inc. and its and its debtor-affiliates and
subsidiaries can file a Chapter 11 Plan through August 30, 2004.  

The exclusive period within which the Debtors can solicit
acceptances of that plan is extended through November 30, 2004.

Judge Wedoff will convene a hearing to consider further extensions
of the Exclusive Periods on August 20, 2004.

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


VANTAGEMED: Will Announce 2004 Second Quarter Results Tomorrow
--------------------------------------------------------------
VantageMed Corporation (OTC Bulletin Board: VMDC) will issue a
press release announcing its second quarter 2004 financial results
after the close of the market tomorrow, August 5, 2004.

The Company will also host a conference call to discuss financial
results at 4:15 p.m. Eastern Time on the same day.  The call will
be broadcast live over the Internet and can be accessed at
http://phx.corporate-ir.net/playerlink.zhtml?c=76749&s=wm&e=923869
or on the investor relations page located at
http://www.vantagemed.com. A replay of the call will be available  
for 90 days.

                        About VantageMed

VantageMed is a provider of healthcare information systems and
services distributed to over 12,000 customer sites through a
national network of regional offices.  Its suite of software
products and services automates administrative, financial,
clinical and management functions for physicians and other
healthcare providers and provider organizations.

At March 31, 2004, VantageMed Corporation's balance sheet shows a
total stockholders' deficit of $1,172,000 compared to a deficit of
$483,000 at December 31, 2003.


VISTA GOLD: Modifies Agreement as Luzon Completes Due Diligence
---------------------------------------------------------------
Luzon Minerals Ltd. has informed Vista Gold Corp. (Amex: VGZ; TSX)
that it has completed its initial due diligence program on the
Company's Amayapampa project in Bolivia.  As previously reported,
in December 2003, the Company agreed to sell its Amayapampa
project to Luzon, which is in the process of updating the
feasibility study completed by Vista in 2000 and negotiating a
socio-economic agreement with the community surrounding the
Amayapampa project.

The companies have agreed to modify the terms of the purchase
option agreement.  Under the modified terms, subject to regulatory
approval, as soon as practicable following August 1, 2004, Luzon
will issue Vista 200,000 common shares and assume all holding
costs for the project.  On January 15, 2005, Luzon will make a
further payment of US$900,000 and issue Vista an additional
2,000,000 common shares.  To date, Luzon has paid Vista US$100,000
and issued Vista 50,000 common shares.  The initial agreement
called for Luzon to pay Vista US$1,000,000, less any payments
made, at the end of the due diligence period and issue Vista an
additional 2,000,000 common shares.  Luzon may withdraw at any
time by forfeiting all payments made as of that time.

The remainder of the agreement is the same as reported in December
2003, as follows: at the earlier of start of construction or
January 1, 2006, Luzon will pay Vista US$4,000,000 or, at Vista's
election, a combination of shares and cash based on Luzon's share
price, not to exceed 5,200,000 shares or US$4,000,000 cash.  Luzon
will grant Vista a 3% NSR type royalty where the price of gold is
less than US$450 per ounce and a 4% NSR type royalty where the
price of gold is $450 per ounce or more.

Mike Richings, President and CEO, stated, "We are pleased to see
the progress that Luzon is making and that the engineering and
design work previously completed by Vista is helping advance the
project towards development."
    
Vista Gold Corp., based in Littleton, Colorado, evaluates and
acquires gold projects with defined gold resources.  Additional
exploration and technical studies are undertaken to maximize the
value of the projects for eventual development.  The Corporation's
holdings include the Maverick Springs, Mountain View, Hasbrouck,
Three Hills, Hycroft and Wildcat projects in Nevada, the Long
Valley project in California, the Yellow Pine project in Idaho,
the Paredones Amarillos and Guadalupe de los Reyes projects in
Mexico, and the Amayapampa project in Bolivia.

                        *     *     *

As reported in the Troubled Company Reporter's April 1, 2004
edition, Vista Gold's independent auditors expressed doubt about
the company's ability to continue as a going concern after
reviewing its financial statements for the year ending Dec. 31,
2003.


W.R. GRACE: Sealed Air $512.5 Million Settlement Still Hanging
--------------------------------------------------------------
The parties to the fraudulent transfer lawsuit brought by the
Asbestos Committees of the W.R. Grace & Co. chapter 11 cases
against Sealed Air Corporation and Cryovac, Inc., entered into a
settlement term sheet on November 27, 2002.  The term sheet called
for Sealed Air to contribute $512.5 million in cash and deliver
9,000,000 shares of its common stock to a 524(g) Trust to be
created under W.R. Grace's ultimate chapter 11 plan.  In exchange,
Sealed Air and its co-defendants obtain a complete release from
all asbestos-related obligations.  This agreement was memorialized
in a written Settlement Agreement executed nearly one year later
on November 10, 2003.  On November 26, 2003, the Asbestos
Committees asked Judge Wolin to put his stamp of approval on the
Settlement Agreement.

                        No Approval To Date

Judge Buckwalter did not put his stamp of approval on the Sealed
Air Settlement Agreement.  The Asbestos Committees' request for
District Court approval of the formal settlement pact remains sub
judice.

                   Commercial Creditors Say Wait

The Official Committee of Unsecured Creditors urges Judge
Buckwalter to do nothing at this time in connection with this
matter.  There is no urgency, the Creditors' Committee says.  No
action is required by any party to the Settlement Agreement until
the Effective Date of a yet-to-be-filed plan of reorganization.
Lewis Kruger, Esq., at Stroock & Stroock & Lavan, representing the
Commercial Committee, indicates that his constituency is troubled
by earmarking the money from Sealed Air for asbestos claimants
when other creditors don't know what they're slated to receive.

                 PD Committee Says Let's Get Moving

The Property Damage Claimants' Committee urges Judge Buckwalter to
set appropriate deadlines for any parties opposing the settlement
to file formal objections, hold a hearing, and sign a final order
approving the Settlement Agreement.  The Sealed Air Settlement is
valued at nearly $1 billion and the PD Committee doesn't want
anything to jeopardize this $1 billion of value.

                   Fresenius Settlement is Final

A separate fraudulent transfer lawsuit against Fresenius Medical
Care Holdings, Inc., and National Medical Care, Inc., was resolved
on June 25, 2003, when the District Court entered its Order (Adv.
Pro. No. 01-2211, Docket No. 19) approving that $115 million
settlement agreement.  No party appealed from that order and it is
now final.  Fresenius will make its contribution shortly after a
plan of reorganization is confirmed in W.R. Grace's chapter 11
cases. (W.R. Grace Bankruptcy News, Issue No. 68; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


WEIRTON STEEL: Court Severs F.W. Holdings & Weirton Venture Cases
-----------------------------------------------------------------
Weirton Steel Corporation asks the United States Bankruptcy Court
for the District of West Virginia to bifurcate the cases of F.W.
Holdings, Inc., and Weirton Venture Holdings Corporation from
joint administration with Weirton Steel.

To recall, the Court authorized the procedural consolidation and
joint administration of Weirton's Chapter 11 proceeding with that
of its subsequently filed debtor-affiliates, FW Holdings and
Weirton Venture.  Subsequently, on February 26, 2004, Weirton
sought to sell substantially all of its assets to ISG Weirton,
Inc., and International Steel Group, Inc.  The Court approved the
ISG Sale on April 22, 2004.  The ISG Sale closed on May 17, 2004.

Mark E. Freedlander, Esq., at McGuireWoods, in Pittsburgh,
Pennsylvania, tells Judge Friend that FW Holdings and Weirton
Venture have no assets to satisfy the claims of their creditors.
FW Holdings held a leasehold interest in the MABCO steam
generation facility adjacent to Weirton's operations, which
interest was transferred to ISG Weirton as part of the ISG Sale.
Weirton Venture held a joint venture interest in WeBco
International, LLC, which interest was sold to ISG Weirton in
conjunction with the ISG Sale.

Thus, on July 9, 2004, each of FW Holdings and Weirton Venture
filed a Notice of Conversion, pursuant to which each entity
elected to convert its Chapter 11 case to a case under Chapter 7
of the Bankruptcy Code.

Mr. Freedlander asserts that it is necessary to bifurcate the
administration of FW Holdings' and Weirton Venture's cases from
the administration of Weirton's Chapter 11 case to properly
administer the Chapter 7 cases of FW Holdings and Weirton
Venture.

                           *     *     *

Judge Friend grants Weirton Steel's request.  FW Holdings will be
docketed as Case No. 04-00673 and Weirton Venture will be docketed
as Case No. 04-00674. (Weirton Bankruptcy News, Issue No. 32;
Bankruptcy Creditors' Service, Inc., 215/945-7000)  


WESTAFF INC: Inks Pact Amending Multicurrency Credit Facility
-------------------------------------------------------------
Westaff, Inc. (Nasdaq:WSTF), a leading provider of staffing
services, has taken another step in the Company's continuing
strengthening of its financial position and operating performance.
The Company has signed an amendment to its Multicurrency Credit
Agreement to reduce its cost of funds and increase the amount of
available working capital under the agreement.

Under the terms of the amendment, interest rates on bank
borrowings and letters of credit have decreased. Furthermore, the
amendment eliminates certain borrowing reserves and increases the
eligible collateral that may be used for the Company's borrowing
base. The net effect of the amendment is to increase the amount of
available working capital in the U.S. by an estimated $7 to $8
million effective immediately.

The Company was able to negotiate improved terms for the credit
facility largely because of its strong operating performance in
recent months and its improved financial outlook. The Company
currently expects to report earnings per share from continuing
operations of an estimated $0.10 for the third quarter of fiscal
2004, which ended July 10, 2004, as compared to a loss of $0.05
for the third quarter of fiscal 2003. The Company also expects to
report a revenue increase of over 20 percent for the quarter (and
over 19% on a constant currency basis).

While the Company is continuing to evaluate other opportunities to
further strengthen its financial position, including a potential
restructuring of its workers' compensation collateral
arrangements, the Company believes that the additional borrowing
capacity provided under the amended credit agreement will be
sufficient to meet the Company's working capital needs for the
foreseeable future.

"I am very pleased with the Company's recent operating performance
as well as the improvements in the terms of our credit agreement,"
commented Dwight S. Pedersen, Westaff President and Chief
Executive Officer. "With the strengthening of our financial
position, the Company is poised to take full advantage of our
momentum and the improving economic environment."

                     About Westaff Inc.

Westaff provides staffing services and employment opportunities
for businesses in global markets. Westaff annually employs
approximately 150,000 people and services more than 14,000 client
accounts from more than 260 offices located throughout the U.S.,
the United Kingdom, Australia, New Zealand, Norway and Denmark.
For more information, please visit our Web site at
http://www.westaff.com/

                           *     *     *
    
               Liquidity and Capital Resources

In its Form 10-Q for the quarterly period ended January 24, 2004,
filed with the Securities & Exchange Commission, Westaff, Inc.
reports:

"In addition to its borrowings under debt facilities, the
Company's liquidity is dependent upon a variety of factors
including its operating performance, accounts receivable, the
timing of cash inflow and outlays and other economic factors, many
of which are outside the control of management.  There can be no
assurance that the Company will not face potential cash
shortfalls, which, even if for a short period of time, could have
a material adverse effect on the Company's business and financial
condition.  If the Company were to experience significant or
prolonged cash shortfalls, the Company would need to pursue
additional debt or equity financing; however there can be no
assurance that such alternatives could be obtained.

"The Company and its lending agents executed a fourth amendment to
the Company's Multicurrency Credit Agreement which, among other
things, eliminated events of default on an EBITDA covenant as of
November 1, 2003 and through January 24, 2004.  In the event the
Company is out of compliance with one or more covenants in the
future, there can be no assurance that its lenders would grant a
waiver or amendment with respect to those covenants, which could
have a significant adverse effect on the Company's financial
condition and operations."


WESTPOINT STEVENS: Has Until October 1 to File Amended Plan
-----------------------------------------------------------
On July 30, the U.S. Bankruptcy Court extended WestPoint Stevens
Inc.'s (OTC Bulletin Board: WSPT) exclusive right to file a plan
of reorganization through October 1, 2004.

M.L. "Chip" Fontenot, President and CEO of WestPoint Stevens
commented, "We are in the final stages of revising our Business
Plan. While we are sensitive to the desire to exit bankruptcy as
quickly as possible, it is more important to conclude this process
with a sound strategic vision that will ensure WestPoint Stevens'
long term competitive position in a rapidly changing global
market."

Mr. Fontenot added, "WestPoint Stevens is maintaining excellent
customer service levels and continues to enjoy ample financial
flexibility."

As previously announced, WestPoint Stevens Inc. and certain of its
subsidiaries filed for protection under Chapter 11 of the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the Southern
District of New York on June 1, 2003.

WestPoint Stevens Inc. is the nation's premier home fashions
consumer products marketing company, with a wide range of bed
linens, towels, blankets, comforters and accessories marketed
under the well-known brand names: Grand Patrician, Patrician,
Martex, Atelier Martex, Baby Martex, Utica, Stevens, Lady
Pepperell, Seduction, Vellux And Chatham - all registered
trademarks owned by WestPoint Stevens Inc. and its subsidiaries -
and under licensed brands including Ralph Lauren Home, Disney Home
and Glynda Turley. WestPoint Stevens can be found on the World
Wide Web at http://www.westpointstevens.com/


WH SMITH: Fitch Downgrades BB+ Senior Unsecured Rating to BB-
-------------------------------------------------------------
Fitch Ratings, the international rating agency, has downgraded WH
Smith PLC's Senior Unsecured rating to 'BB-' (BB minus) from 'BB+'
and removed it from Rating Watch Negative.  Following the
downgrade, the Outlook is now Stable. At the same time, the agency
has affirmed the Short-term rating at 'B' and removed it from
Rating Watch Negative.

The rating downgrade follows confirmation of WH Smith's
announcement to sell its publishing business Hodder Headline for
GBP223 million and to return net cash proceeds, after adjustment
for working capital and external third party debt, to
shareholders. The disposal is, however, subject to regulatory
approval and approval by shareholders at an Extraordinary General
Meeting. As a result of the disposal, the company's FY03 pro-forma
sales and operating profit decreased by c.GBP150m and GBP20m
respectively, leaving the pro-forma debt protection measures in
line with the 'BB-' (BB minus) rating.

The group's pension adjusted net debt/EBITDAR ratio of 4.6x at
FYE03 and pension-adjusted EBITDAR/interest+rent of 1.7x are
expected to deteriorate in FY05, due to the planned disposal of
Hodder and the tough competitive environment making EBITDA growth
uncertain.

The group's financial profile has deteriorated continuously over
the past three years and the medium to long-term strategy to
improve core UK retail operations, which accounted for 85% of the
GBP106m operating profit before exceptional and goodwill
amortisation in FY03, carries significant execution risk. The
strategy consists of cost control measures, the improvement of
stock availability as well as that of the store offer, and the
improvement in the product range planning. WH Smith has said that
total store and central overhead cost savings should reach GBP30m
per annum by FYE07. The group's turnaround strategy appears
reasonable and may produce the desired results, although Fitch
anticipates that this is likely to take some time to positively
impact on key credit metrics even if it were successful.

WH Smith's ratings are supported by the company's strong brand
recognition in the UK market and its considerable market positions
in the retail of books, newspapers, magazines and stationery, as
well as its number one market position in UK news distribution. It
is constrained by an increasingly competitive market in its core
UK retail business, the seasonality of its business, the company's
heavy reliance on operating leases in its business model and the
execution risk related to the UK retail strategy.

Aside from the GBP120m pension fund injection, WH Smith's on-
balance sheet debt is limited. However, substantial debt-like
commitments exist in the form of annual operating lease payments,
which amounted to GBP206m of gross rental commitments at FYE03.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
September 18-21, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         The Bellagio, Las Vegas, NV
            Contact: 1-703-739-0800 or http://www.abiworld.org

October 9-10, 2004
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING
   CONFEDERATION
      IWIRC Annual Fall Conference
         Nashville, TN
            Contact: 1-703-449-1316 or www.iwirc.com

October 10-13, 2004
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Seventh Annual Meeting
         Nashville, TN
            Contact: http://www.ncbj.org/

October 15-18, 2004
   TURNAROUND MANAGEMENT ASSOCIATION
      2004 Annual Convention
         Marriott Marquis, New York City
            Contact: 312-578-6900 or www.turnaround.org

November 29-30, 2004
   BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT
      The Eleventh Annual Conference on Distressed Investing
         Maximizing Profits in the Distressed Debt Market
            The Plaza Hotel - New York City
               Contact: 1-800-726-2524; 903-592-5168;
                           dhenderson@renaissanceamerican.com

December 2-4, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, AZ
            Contact: 1-703-739-0800 or http://www.abiworld.org

March 9-12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Spring Conference
         JW Marriott Desert Ridge, Phoenix, AZ
            Contact: 312-578-6900 or www.turnaround.org

April 28- May 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriot, Washington, DC
            Contact: 1-703-739-0800 or http://www.abiworld.org

June 2-4, 2005
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities and Bankruptcy
         Omni Hotel, San Francisco
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org

July 14 -17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Ocean Edge Resort, Brewster, MA
         Contact: 1-703-739-0800 or http://www.abiworld.org

July 27- 30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, SC
            Contact: 1-703-739-0800 or http://www.abiworld.org

October 19-23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Annual Convention
         Chicago Hilton & Towers, Chicago
            Contact: 312-578-6900 or www.turnaround.org

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, TX
            Contact: http://www.ncbj.org/

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, CA
            Contact: 1-703-739-0800 or http://www.abiworld.org

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.


                           *********

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.

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S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Bernadette C. de Roda, Rizande B.
Delos Santos, Jazel P. Laureno, Cherry Soriano-Baaclo, Marjorie
Sabijon 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.  
  

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