TCR_Public/040809.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, August 9, 2004, Vol. 8, No. 166

                           Headlines

ACCESS CARE INC: Case Summary & 20 Largest Unsecured Creditors
ADELPHIA COMMUNICATIONS: Court Stays 144 Adversary Proceedings
ADELPHIA COMMS: Sees Auction & Sale Process Concluding by Year-End
ADELPHIA COMMS: Equity Committee Retains KPMG as Advisor
AIR CANADA: New GSM Demands $1,634,900 Delinquent Lease Payments

AMERIQUEST MORTGAGE: Fitch Puts 'BB+' Rating on Class M-10 Certs.
APPLICA INC: Incurs $123.8 Million Net Loss for 2004 2nd Quarter
ARMSTRONG: Committee Urges Dist. Ct. to Delay Plan Confirmation
BANDWIDTH9 INC: Voluntary Chapter 11 Case Summary
BRIDGE INFORMATION: Distributes 42 Million Shares of SAVVIS Stock

BROMANTE CORP: Case Summary & 20 Largest Unsecured Creditors
BRUBAKER FARMS: Case Summary & 20 Largest Unsecured Creditors
BURLINGTON INDUSTRIES: Trust Wants to Close 24 Chapter 11 Cases
CATHOLIC CHURCH: McDermott Will & Emery Assesses Bankruptcy
COMMERCIAL MORTGAGE: Moody's Junks Class F-1 Certificate Rating

CONE MILLS: Disclosure Statement Hearing Scheduled for Aug. 16
CORNERSTONE PROPANE: Names Bill Corbin as Post-Bankruptcy CEO
COVANTA ENERGY: Court Expunges 18 Bond Insurance Claims
CRYOLIFE INC: Discloses $10.4 Million Half-Year Net Loss
DELTA AIR: Possible Chapter 11 Filing Prompts CC Rating from Fitch

DEVLIEG BULLARD: Taps McDonald Hopkins as Bankruptcy Attorney
DIRECTV LATIN AMERICA: Post $16 Million 2nd Quarter Loss
DIVERSIFIED CORPORATE: CEO J.M. Moore Returns From Medical Leave
ENRON: Plans to Sell Generator Systems for $12M to New Brunswick
ENRON CORP: Asks Court to Approve Canadian Imperial Settlement

ENRON CORP: Wants Court Approval of Killingholme Settlement Pact
FINOVA: Noteholders Lodge Unified Complaint in South Carolina
FISHER SCIENTIFIC: Moody's Upgrades Senior Rating to Ba2
FISHERS OF MEN: Wants to Hire Jameson & Associates as Counsel
FOAMEX: Stockholders' Deficit Widens to $208.4 Million at June 27

FOAMEX INTERNATIONAL: Board Adopts Stockholder Rights Plan
FRIEDMAN'S INC: Embarks on Financial Restructuring with Farallon
GLOBAL CROSSING: Campbell Cries Fraud and Demands Judgment
GLOBAL DIGITAL: Secures $3 Mil. Convertible Financing from Laurus
GLOBAL EXECUTION: Fitch Gives 'BB+' Rating to Class E Notes

GROUPE BOCENOR: Quebec Superior Court Ratifies BIA Proposal
HIGHWATER 20 LLC: Case Summary & 6 Largest Unsecured Creditors
HIGHWOODS: Moody's Puts Ba1 Debt Rating on Review & May Downgrade
ITSV, INC.: Trustee Files Sweeping $151 Million Fraud Suit
JOHN RICHARDS: Court Upholds $6.4M Judgment Against Kevin Adell

J.A. JONES: Parties Have Until Tomorrow to Object to Plan
JACKSON PRODUCTS: Reorganized Company Amends Credit Facilities
KAISER: Gets Court Nod to Sell Gramercy Assets for $23 Million
KEYSTONE CONSOLIDATED: ISWA Ratifies Bargaining Pact Amendments
KEYSTONE HISTORIC PARTNERSHIP: Voluntary Chapter 11 Case Summary

KEYSTONE PROPERTY: Decides to Liquidate After ProLogis Merger
KRAMONT REALTY: Reports 2004 Second Quarter Operating Results
LB-UBS COMM'L: S&P Places Low-B Ratings on Six Certificate Classes
LEAP WIRELESS: FCC Okays Transfer of Debtor's Wireless Licenses
LEINER HEALTH: Completes Recapitalization & Releases Q1 '04 Report

MACHINING PROGRAMMING: Case Summary & Largest Unsecured Creditors
MARQUEE: Moody's Gives B2 and Caa1 Ratings to New Debt Securities
MIRANT CORP: 5th Cir. Remands Pepco Contract Dispute to Dist. Ct.
MIRANT CORP: Equity Committee Wants to Expand Examiner's Duties
MORGAN STANLEY: Moody's Affirms Six Low-B & One Junk Ratings

MULTIPLAN, INC.: Moody's Rates Bank Facilities at Ba3
NASCO TECHNOLOGIES: Case Summary & Largest Unsecured Creditors
NATIONAL CENTURY: Three Plan-Created Trusts Name Trustees
NEW WORLD PASTA: Wants to Hire Skadden Arps as Special Counsel
NORCRAFT HOLDINGS: Limited Prod. Diversity Prompts S&P's B+ Rating

NRG ENERGY: Boasts of $94 Million Balance Sheet Debt Elimination
OWENS CORNING: District Court Asked to Review Ethical Conflicts
PACIFIC GAS: Preferred Stock Dividends to be Paid on August 15
PACIFIC GAS: Reviews Conflicting Records at Humboldt Bay Plant
PDVSA FINANCE: S&P Lowers B+ Rating on Outstanding Notes to 'B'

PEGASUS SATELLITE: Wants to Employ Herbein as Tax Consultant
PEGASUS: U.S. Trustee Amends Creditors' Committee Membership
PILLOWTEX CORP: Asks Court Nod on $102K New Horizons Break-Up Fee
QUADRAMED CORP: Begins AMEX Trading on Aug. 19 Under 'QD' Symbol
RELIANCE: Liquidator Asks Court to Okay Mountainside Settlement

SCHLOTZSKY'S INC: Nasdaq Halts Trading Effective August 12
SCHLOTZSKY'S: Wants to Sign-Up Haynes & Boone as Counsel
SOBIESKI BANCORP: Shareholders Okay Dissolution & Liquidation Plan
SOLUTIA INC: Equity Committee Wants to Examine Monsanto Entities
SPECTRASCIENCE INC: Begins Move to San Diego, California

THREE PROPERTIES: Gets Interim Okay to Use Lenders Cash Collateral
TOTAL IDENTITY: Fires Consultant Robert David for Alleged Fraud
UNIVERSAL ACCESS: Wants to Hire Duane Morris as Bankruptcy Counsel
USG CORP: Extends Deloitte & Touche's Engagement Until Dec. 2005
WACHOVIA BANK: S&P Assigns Preliminary Low B-Ratings to 5 Classes

WELLMAN INC: Expanding PET Resin Capacity in Pearl River Unit
WELLS FARGO: Fitch Upgrades Low-B Ratings on 2 Certificate Classes
WESTPOINT STEVENS: First Lien Lenders Want Adequate Protection
WILSONS LEATHER: Comparable Store Sales Up 21.1% in July 2004
WOMACK CONTRACTORS: Case Summary & 20 Largest Unsecured Creditors

WORLDCOM INC: Posts $71 Million Net Loss for 2004 Second Quarter
XEROX CORP: Proposed $400M Sr. Unsecured Notes Get S&P 'B+' Rating
XEROX CORP: Fitch Rates Proposed $400 Mil Sr. Debt Offering 'BB'
ZAKMAC INC: Case Summary & 20 Largest Unsecured Creditors

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

                           *********


ACCESS CARE INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Access Care, Inc.
        705 General Washington Avenue
        Suite 300
        Norristown, Pennsylvania 19403

Bankruptcy Case No.: 04-30771

Chapter 11 Petition Date: August 6, 2004

Court: Eastern District of Pennsylvania (Philadelphia)

Debtor's Counsel: Kenneth E. Aaron, Esq.
                  Weir & Partners LLP
                  1339 Chestnut Street
                  Suite 500
                  Philadelphia, Pennsylvania 19107
                  Tel: (215) 665-8181

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                   Claim Amount
------                                   ------------
Gaymar Industries, Inc.                       $62,744

Burke, Inc.                                   $30,978

Nor-Am Patient Care Products, Ltd.            $29,584

Dolchin, Slotkin & Todd                       $27,389

MC Healthcare Products                        $15,239

AirPal Patient Transfer Systems               $13,932

SNET                                           $6,508

Platinum Plus for Business                     $5,710

Stretchair Patient Transfer Systems, Inc.      $5,163

Duracase, LLC                                  $4,535

Verizon CABS                                   $4,058

Caroll Hospital Group Inc.                     $3,663

Accountemps                                    $3,439

Gendron, Inc.                                  $3,394

SenTech Medical Systems, Inc.                  $2,701

Samdoz, Inc.                                   $2,688

Lanier Worldwide, Inc.                         $2,659

Brian Trewella                                 $2,633

Newcourt Leasing Corp                          $2,475

Verizon/610                                    $1,927


ADELPHIA COMMUNICATIONS: Court Stays 144 Adversary Proceedings
--------------------------------------------------------------
Judge Gerber of the United States Bankruptcy Court for the
Southern District of New York granted a request by Adelphia
Communications Corporation and its debtor-affiliates and its
subsidiaries to stay 144 adversary proceedings.  The ACOM Debtors
are further authorized to include additional adversary proceedings
that may have been inadvertently omitted from list submitted or
those that may be subsequently commenced.

A complete list of the 144 Adversary Proceedings is available at
no charge at:

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

Subject to the earlier of:

    (a) the ACOM Debtors' delivery to the Adversary Proceeding
        defendant of a notice that the termination of the stay is
        being voluntary terminated by the ACOM Debtors; and

    (b) the entry of a further Court order terminating or
        modifying the stay,

All activity in the Adversary Proceedings will be stayed.

Judge Gerber directs the ACOM Debtors to serve on each Adversary
Proceeding defendant on or before August 20, 2004:

    -- a copy of the Temporary Stay Order;

    -- a copy of the relevant complaint in the Adversary
       Proceeding applicable to each defendant; and

    -- a Summons as issued by the Clerk of Court.

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company  and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729. Willkie Farr & Gallagher
represents the ACOM Debtors. (Adelphia Bankruptcy News, Issue No.
65; Bankruptcy Creditors' Service, Inc., 215/945-7000)  


ADELPHIA COMMS: Sees Auction & Sale Process Concluding by Year-End
------------------------------------------------------------------
Adelphia Communications Corporation (OTC: ADELQ) released a
preliminary timetable for its sale process.  The company's
financial advisors, UBS Investment Bank and Allen & Company, will
manage the sale process under the direction and control of the
company's Board of Directors.

The financial advisors have been engaged in informal discussions
with potential bidders and the company expects to commence the
process for the sale of the company shortly after Labor Day with
the objective of finalizing the auction by year-end.

UBS and Allen & Company will provide information memoranda to
potential bidders who execute a proper confidentiality agreement.
Adelphia will be soliciting bids both for the entire company and
for select clusters to be announced at a future date.  It is
currently anticipated that preliminary indications of interest
will be due in October.

"In an effort to build the greatest possible value for the
Adelphia Chapter 11 bankruptcy estate, we announced on April 22nd
that Adelphia would consider a sale of the company," said Bill
Schleyer, chairman and CEO of Adelphia.  "Since then, we have been
working diligently to assemble the appropriate advisors,
information and documents needed for a robust and fair sales
process to maximize the value of Adelphia to the company's
stakeholders."

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company 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 COMMS: Equity Committee Retains KPMG as Advisor
--------------------------------------------------------
The Official Committee of Equity Security Holders appointed in
Adelphia Communications Corporation and its debtor-affiliates'
chapter 11 cases sought and obtained the permission from the
United States Bankruptcy Court for the Southern District of New
York to retain KPMG, LLP.  KPMG will to provide compensation and
benefits advisory services to the Committee.  The Committee asks
that the retention be approved as of July 6, 2004.

KPMG will provide the Equity Committee with advice, assistance and
analysis concerning the Key Employee Retention Plan the ACOM
Debtors have proposed.  KPMG will be looking at whether the KERP
Program is in line with market-observed retention program
practices.  The terms of the proposed KERP Program will also be
assessed to see if the structure supports the objectives of
maximizing the enterprise value of the ACOM Debtors.

KPMG, an independent public accountants firm, is the leading
expert in the area of employee compensation and retention plans.
KPMG is the United States' member firm of KPMG International, a
Swiss association.  KPMG's clients in its compensation and
benefits practice include multi-national companies in the
pharmaceutical, consumer products, biotechnology, retail and
publishing industries, as well as large Chapter 11 debtors and
statutory committees appointed in mega bankruptcy cases.

Peter D. Morgenstern, Esq., at Bragar Wexler Eagel & Morgenstern,
in New York, notes that the KERP Program was purportedly based on
the opinion of consultants Pearl Meyer & Partners and Watson Wyatt
Worldwide that the present compensation programs are below market
and are not competitive with similar-sized companies.  The
proposed KERP Program consists of several complex and multi-
layered plans, with varying levels of benefits to be paid to
executives and employees depending on a number of factors.  Mr.
Morgenstern estimates that the ACOM Debtors will incur a
$60 million increase in cost if the KERP Program is approved.

KPMG's normal and customary hourly rates:

           Partners/Directors                $600 - 650
           Senior Managers/Managers           475 - 600
           Senior Consultants                 275 - 375
           Staff Consultants                  200 - 250

KPMG will also be reimbursed of its actual out-of-pocket expenses.

The KPMG professionals that will primarily render services to the
Equity Committee are:

    * Richard V. Smith, KPMG Compensation Advisory Services Group
      Director;

    * Irving S. Becker, KPMG Partner and National Practice Leader;
      and

    * David M. Nygard, KPMG Senior Manager.

To the extent that KPMG will provide advisory services to Bragar
Wexler, KPMG's work will be under the sole direction of Bragar
Wexler and will be for the sole purpose of assisting in the
representation of the Equity Committee.  KPMG's work is of
fundamental importance in the formation of mental impressions and
legal theories by Bragar Wexler, Mr. Morgenstern says.

Judge Gerber rules that:

   (a) the status of KPMG's writings, analysis, communications and
       mental impressions in connection with their assistance to
       Bragar Wexler -- Litigation Work Product -- will not be
       affected by the fact that KPMG is engaged by the Equity
       Committee rather than by Bragar Wexler; and

   (b) the KPMG Litigation Work Product will be protected from
       discovery as privileged to the same extent it would be
       privileged if Bragar Wexler had retained KPMG directly.

KPMG had in the past provided accounting, tax and audit services
to ACOM and certain of its subsidiaries.  Anthony P. Dasilva, a
principal at KPMG, discloses KPMG's current engagements:

    * Tax services to non-debtor subsidiary, Daniels Cablevision,
      Inc.;

    * Audit, tax and advisory services to non-debtor subsidiary
      STV Communications, Inc.;

    * Dispute advisory services to the counsel for ML Media
      Partners, LP, with regards to transactions between Century
      Communications and Merrill Lynch.  The engagement is
      currently inactive and KPMG has not performed nor will it in
      the future perform any services pursuant to this specific
      engagement;

    * Professional services to Citizens Communications, a
      substantial equity interest holder in ACOM; and

    * Audit and tax services to Adlink Cable Advertising, LLC, a
      non-debtor affiliate of the ACOM Debtors.

Except with respect to ML Media/Century Communications matters,
KPMG's services are unrelated to the ACOM Debtors' bankruptcy
cases.

Mr. Dasilva also reports that KPMG is employed as accountants and
financial advisors to the Official Committee of Unsecured
Creditors of Devon Mobile Communications, Inc.  ACOM is currently
a claimant in Devon's bankruptcy case.

Mr. Dasilva assures the Court that KPMG does not hold or represent
an interest adverse to the estates that would impair KPMG's
ability to objectively perform professional services for the
Equity Committee.  KPMG is a "disinterested person" within the
meaning of Section 101(14) Bankruptcy Code, as modified by Section
1107(b).

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company 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., 25/945-7000)  


AIR CANADA: New GSM Demands $1,634,900 Delinquent Lease Payments
----------------------------------------------------------------
New GSM Holding Corporation leases to Air Canada the premises at
355 Portage Avenue, in Winnipeg, Manitoba, which houses the
primary data center for Air Canada's worldwide passenger
reservation system.  The Lease is for a 27-year term, beginning
December 31, 1996.  The Lease requires Air Canada to pay
$6,253,600 as Fixed Net Rent plus $286,000 as Additional Fixed
Net Rent, per annum, together with other obligations payable as
rent under the Lease.

As a condition of the airline's continued occupancy, New GSM asks
Mr. Justice Farley to compel Air Canada to pay all amounts due and
owing under the Lease.  Air Canada presently owes $1,634,900 under
the Lease for the rent from January 1, 2003 to March 31, 2003.

David S. Ward, Esq., at Cassels Brock & Blackwell, LLP, in
Toronto, Ontario, asserts that New GSM is a critical supplier that
is entitled to be brought current pursuant to the Initial CCAA
Order.  Mr. Ward explains that the Leased Premises is critical to
Air Canada's operations.  Air Canada has not terminated,
repudiated or disclaimed the Lease.  However, the airline has not
formally indicated that it intends to remain in the Premises.  
Meanwhile, Air Canada continues to occupy the Leased Premises, and
to sublease and collect rent from its subtenants of portions of
the Leased Premises.

New GSM filed a claim in November 2003 for the payment of all
outstanding amounts due under the Lease.  New GSM included a claim
for payment in full of all unpaid rent for the period from January
1, 2003 to March 31, 2003, plus interest.

Ernst & Young, Inc., in its capacity as the airline's Monitor,
denied New GSM's Lease Arrears Claim as a claim that Air Canada
must pay.  The Monitor allowed New GSM's Lease Arrears Claim as an
ordinary unsecured claim that is to be compromised under Air
Canada's Plan of Arrangement.

New GSM further asks the CCAA Court to find that the Lease is
unaffected for the purposes of Air Canada's Plan.

Headquartered in Saint-Laurent, Quebec Canada, Air Canada --
http://www.aircanada.ca/-- represents Canada's only major  
domestic and international network airline, providing scheduled
and charter air transportation for passengers and cargo. The
Company filed for CCAA protection on April 1, 2003 (Ontario
Superior Court of Justice, Case No. 03-4932) and Section 304
petition with the U.S. Bankruptcy Court for the Southern District
of New York (Case No. 03-11971).  Matthew A. Feldman, Esq., and
Elizabeth Crispino, Esq., at Willkie Farr & Gallagher serve as the
Debtors' U.S. Counsel.  When the Debtors filed for protection from
its creditors, they listed C$7,816,000,000 in assets and
C$9,704,000,000 in liabilities. (Air Canada Bankruptcy News, Issue
No. 43; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AMERIQUEST MORTGAGE: Fitch Puts 'BB+' Rating on Class M-10 Certs.
-----------------------------------------------------------------
Ameriquest Mortgage Securities Inc. asset-backed pass-through
certificates, series 2004-R8 are rated by Fitch Ratings as
follows:

   -- $2.18 billion class A-1, A-2, A-3, A-4 and A-5
      certificates 'AAA';

   -- $63.75 million class M-1 certificates 'AA+';

   -- $50.00 million class M-2 certificates 'AA';

   -- $31.25 million class M-3 certificates 'AA-';

   -- $25.00 million class M-4 certificates 'A+';

   -- $25.00 million class M-5 certificates 'A';

   -- $25.00 million class M-6 certificates 'A-';

   -- $18.75 million class M-7 certificates 'BBB+';

   -- $18.75 million class M-8 certificates 'BBB';

   -- $21.25 million class M-9 certificates 'BBB-';

   -- $15.00 million non-offered class M-10 certificates 'BB+'.

Credit enhancement for the 'AAA' rated class A certificates
reflects the 11.75% subordination provided by classes M-1 through
M-10, monthly excess interest and initial overcollateralization
(OC) of 1.00%.  Credit enhancement for the 'AA+' rated class M-1
certificates reflects the 9.20% subordination provided by classes
M-2 through M-10, monthly excess interest and initial OC. Credit
enhancement for the 'AA' rated class M-2 certificates reflects the
7.20% subordination provided by classes M-3 through M-10, monthly
excess interest and initial OC.  Credit enhancement for the 'AA-'
rated class M-3 certificates reflects the 5.95% subordination
provided by classes M-4 through M-10, monthly excess interest and
initial OC. Credit enhancement for the 'A+' rated class M-4
certificates reflects the 4.95% subordination provided by classes
M-5 through M-10, monthly excess interest and initial OC.  Credit
enhancement for the 'A' rated class M-5 certificates reflects the
3.95% subordination provided by classes M-6 through M-10, monthly
excess interest and initial OC.  Credit enhancement for the 'A-'
rated class M-6 certificates reflects the 2.95% subordination
provided by classes M-7 through M-10, monthly excess interest and
initial OC. Credit enhancement for the 'BBB+' rated class M-7
certificates reflects the 2.20% subordination provided by classes
M-8 though M-10, monthly excess interest and initial OC. Credit
enhancement for the 'BBB' rated class M-8 certificates reflects
the 1.45% subordination provided by classes M-9 and M-10, monthly
excess interest and initial OC.  Credit enhancement for the 'BBB-'
rated class M-9 certificates reflects the 0.60% subordination
provided by class M-10, monthly excess interest and initial OC.
Credit enhancement for the non-offered 'BB+' class M-10
certificates reflects the monthly excess interest and initial OC.
In addition, the ratings reflect the integrity of the
transaction's legal structure as well as the capabilities of
Ameriquest Mortgage Company as Master Servicer. Deutsche Bank
National Trust Company will act as Trustee.

As of the Cut-off date, the mortgage loans have an aggregate
balance of $2,500,000,756.  The weighted average loan rate is
approximately 7.366%.  The weighted average remaining term to
maturity is 352 months.  The average Cut-off date principal
balance of the mortgage loans is approximately $161,530. The
weighted average original loan-to-value ratio is 78.40% and the
weighted average Fair, Isaac & Co. (FICO) score was 608.  The
properties are primarily located in California (23.59%), Florida
(11.51%) and New York (7.84%). Approximately 73.63% of the
mortgage loans will be insured by a mortgage insurance policy
issued by Mortgage Guaranty Insurance Corporation. The policy will
insure covered loans with an LTV in excess of 60% down to an
effective LTV of 60%

The mortgage loans were originated or acquired by Ameriquest
Mortgage Company.  Ameriquest Mortgage Company is a specialty
finance company engaged in the business of originating, purchasing
and selling retail and wholesale subprime mortgage loans.


APPLICA INC: Incurs $123.8 Million Net Loss for 2004 2nd Quarter
----------------------------------------------------------------
Applica Incorporated (NYSE: APN) reported that second-quarter
sales for 2004 were $159.0 million, an increase of 16.2% from the
same period in 2003.  The increase in sales in the second quarter
resulted primarily from several new product launches and increased
sales of Black & Decker(R) branded products.  For the first six
months of 2004, sales were $291.5 million, an increase of 12.9%
over the first half of 2003.  The increase was largely the result
of growth in sales of Black & Decker(R) branded products
benefiting from better point-of-sale of such products, as well as
retailers beginning the year at lower inventory levels.

As a result of the decision to exit its Chinese manufacturing
operations, Applica has changed its position with regard to
permanently investing $85.5 million of previously undistributed
foreign earnings outside of the United States.  As a result, there
was an additional tax charge in the second quarter of
approximately $24.0 million ($1.00 per share), which reflects the
U.S. taxes on those earnings.  Management believes that the cash
impact of these taxes in 2004 will be less than $2.0 million as
the result of the use of net operating losses carry forward and
foreign tax credits.

In the second quarter of 2004, the Company recognized a non-cash
adjustment to goodwill of $62.8 million (or $46.4 million after
tax) as the result of its annual test of its existing goodwill for
impairment in accordance with Statement of Financial Accounting
Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets."
The adjustment was reported as an impairment of goodwill and
reduced reported earnings by $1.93 per share for the quarter.  The
impairment did not impact the Company's cash position.

Additionally, in accordance with SFAS No. 109, "Accounting for
Income Taxes," Applica evaluated the realization of its deferred
tax assets.  Based on the events discussed above and recent
historical losses, Applica increased its allowance related to such
assets to $51.4 million in the second quarter, resulting in a non-
cash tax expense of $2.14 per share.

Applica reported a net loss for the 2004 second quarter of
$123.8 million, or $5.16 per share, compared with a loss of $2.8
million, or $0.12 per share, for the 2003 second quarter. The
second-quarter 2003 earnings included $1.5 million of equity in
the net earnings of a joint venture in which Applica owned a 50%
interest. For the first half of 2004, Applica reported a net loss
of $128.3 million, or $5.38 per share, as compared to net income
of $16.8 million, or $0.71 per diluted share for the same period
last year. The 2003 first-half earnings included $39.0 million of
equity in the net earnings of a joint venture.

Applica's gross profit margin increased to 30.5% in the three-
month period ended June 30, 2004 as compared to 27.8% for the same
period in 2003.  The increase was primarily attributed to lower
product costs resulting from moving core products from Mexico to
China, the launch of new products carrying higher margins and
better overhead absorption at our manufacturing facilities during
2004.  The increases were offset by increases in raw materials
costs, higher inbound freight expenses and start-up expenses
related to the launch of the Home Cafi(TM) single cup brewing
system.  For the first half of the year, the gross profit margin
increased to 29.5% as compared to 29.1% for the same period in
2003.

Harry D. Schulman, President and Chief Executive Officer stated,
"The combination of inflation in raw materials prices, along with
the deflationary pressures from the retail environment, has caused
the most severe margin pressure in recent memory.  We have been
making changes since 2003 to address this matter.  We are focusing
on more innovative products with higher margins, we have been
rationalizing our manufacturing and sourcing strategy and we are
attempting to improve our pricing to our customers.  The sale of
our Chinese manufacturing facilities will allow us to reduce our
fixed overhead and risk profile, and will allow us to become more
flexible in our ability to react to a rapidly changing global
marketplace."

At June 30, 2004, total debt as a percentage of total
capitalization was 56.3%, with total debt of $143.4 million and
shareholders' equity of $111.3 million.  Capital expenditures for
the first six months ended June 30, 2004 and 2003 were $8.3
million and $7.6 million, respectively.

Applica Incorporated and its subsidiaries (S&P, B Corporate Credit
Rating, Negative Outlook) are manufacturers, marketers and
distributors of a broad range of branded and private-label small
electric consumer goods. The Company manufactures and distributes
small household appliances, pest control products, home
environment products, pet care products and professional personal
care products.  Applica markets products under licensed brand
names, such as Black & Decker(R), its own brand names, such as
Windmere(R), LitterMaid(R) and Applica(R), and other private-label
brand names.  Applica's customers include mass merchandisers,
specialty retailers and appliance distributors primarily in North
America, Latin America and the Caribbean.  The Company operates
manufacturing facilities in China and Mexico. Applica also
manufactures products for other consumer products companies.
Additional information regarding the Company is available at
http://www.applicainc.com/


ARMSTRONG: Committee Urges Dist. Ct. to Delay Plan Confirmation
---------------------------------------------------------------
The members of the Official Committee of Unsecured Creditors of
the chapter 11 cases of Armstrong Holdings, Inc. and its debtor-
affiliates and subsidiaries -- which includes certain of the
Debtors' bank and bondholder creditors and indenture trustees --
represent all of the Debtors' commercial creditors, owed in the
aggregate approximately $1.7 billion.  The Creditors Committee
consists of Deutsche Bank North America, Bank One N.A., Oaktree
Capital Management, LLC, Wachovia Bank, N.A., Wells Fargo Bank
Minnesota, N.A., and JP Morgan Chase (ex officio).

The Committee's status report focuses on the one major issue
before the United States District Court for the District of
Delaware, which issue is the flawed bankruptcy plan confirmation
hearing which took place before Bankruptcy Judge Newsome of the
United States Bankruptcy Court for the District for the District
of Delaware on November 17 to 18, 2003, the "proposed"
confirmation order and the Committee's 100-page pending objection
related to the matter.

                 The Plan Confirmation Process

On May 23, 2003, the Debtors filed their Fourth Amended Disclosure
Statement and Fourth Amended Plan.  At that time, the Committee
supported the proposed Plan.

However, following Senate Judiciary Committee approval of the
Fairness in Asbestos Injury Resolution Act of 2003 in July 2003,
and given the enormous benefit of passage of the FAIR Act to the
Debtors and to all of their general unsecured creditors -- 100%
recovery under the FAIR Act; 60.5% recovery under the Plan -- the
Committee, consistent with its fiduciary duty to act in the best
interests of all general unsecured creditors, began to express
concern regarding confirmation of the proposed Plan.

Based on its concerns, the Committee made several requests of the
Debtors' Board of Directors and management to extend Plan voting
deadlines and adjourn the hearing on Plan confirmation in
deference to the legislative process.  The Committee also asked
for a brief adjournment of the confirmation hearing to allow it
sufficient time to conduct limited discovery and to prepare its
objections.  Consistent with these requests, the Committee filed a
Conditional Confirmation Objection on September 22, 2003.  The
Committee reserved all rights to supplement its objection,
including without limitation, on the basis of additional
information regarding the progress of the FAIR Act.  Although the
Debtors did extend the voting deadlines, they rejected efforts to
adjourn the confirmation hearing.

On November 3, 2003, the ballot results confirmed the Committee's
concerns regarding the erosion of creditor support for the Plan.  
An overwhelming majority of the Debtors' general unsecured debt
voted to reject the Plan -- 69% in amount of claimants in Class
VI, Unsecured Claims, voted to reject the Plan.

On November 12, 2003, the Committee filed a Memorandum of Law in
support of its Conditional Objection, setting forth its
supplemental objections to the Plan and its confirmation.  On
November 17 and 18, 2003, Judge Newsome, sitting by designation
without District Judge Wolin, conducted a confirmation hearing.  
Following the Confirmation Hearing, Judge Newsome provisionally
confirmed the Plan over the Committee's numerous objections.

               Proposed Findings and Conclusions

On December 10, 2003, the Debtors filed their Proposed Findings of
Fact and Conclusion of Law regarding the Plan's confirmation,
which Judge Newsome signed on December 19, 2003, as well as a
Proposed Order Confirming the Fourth Amended Plan of
Reorganization.

Pursuant to Rule 9033(b) of the Federal Rules of Bankruptcy
Procedure, on December 29, 2003, the Committee filed a
comprehensive 100-pageobjection to the Proposed Findings and
Conclusions.

The Committee and the Debtors then entered into a Court-approved
Stipulation extending the deadline for the Debtors to file a
response to the Committee's Objection through January 20, 2004.  
On January 13, 2004, the Committee, the Debtors, the Official
Asbestos Claimants' Committee and the Legal Representative for
Future Personal Injury Claimants, entered into another Court-
approved Stipulation further extending the deadline for the
parties to file a response to the Committee's Objection to
February 13, 2004.

On February 13, 2004, the Debtors, the Asbestos Committee and the
Futures Representative filed a Joint Response to the Committee's
Objection.  Both the Proposed Confirmation Order and the
Committee's Objection are currently pending.

           The Committee and the Recusal Proceedings

By order dated November 27, 2001, then-Chief Judge Edward R.
Becker of the United States Court of Appeals for the Third Circuit
ordered the transfer of each of the five asbestos-related Chapter
11 cases pending in the District of Delaware from the Bankruptcy
Court to the Honorable Alfred M. Wolin of the United States
District Court for the District of New Jersey.  The five asbestos-
related Chapter 11 cases are Armstrong, Owens Corning, Federal-
Mogul Corporation, USG Corporation, and W.R. Grace & Co.  Chief
Judge Becker stated that the five bankruptcy cases, which carry
tens of thousands of asbestos claims, need to be consolidated
before a single judge so that a coordinated plan for management
can be developed and implemented.

On October 10, 2003, certain creditors in Owens Corning's Chapter
11 asbestos cases filed a motion seeking to recuse District Judge
Wolin from further participation in the Owens Corning Cases on the
grounds that the court-appointed consultants advising District
Judge Wolin in each of the Five Asbestos Cases did not qualify as
"disinterested."  The petitioners maintained that certain of the
consultants also actively represented asbestos future claimants in
another major asbestos Chapter 11 case pending in the Court -- G-I
Holdings, Inc., formerly known as GAF Corporation, and its
affiliates.  On October 24, 2003, the petitioners filed an
Emergency Petition for a Writ of Mandamus with the United States
Court of Appeals for the Third Circuit.  Three creditors of W.R.
Grace & Co. and the debtors in USG Corporation's bankruptcy cases
also filed petitions with the Court of Appeals on similar grounds.

Given Judge Wolin's active involvement in the Armstrong Cases --
including a prominent role in the negotiations leading to the
filing of the Plan -- the Committee filed a statement with the
Court of Appeals on November 21, 2003 in connection with the
Mandamus Petitions in the Owens Corning, W.R. Grace, and USG
cases.  The Committee's position in the Statement was that if
Judge Wolin was recused in the Owens Corning, W.R. Grace and USG
cases, he should be recused in the Armstrong cases as well.

On May 17, 2004, the Court of Appeals recused District Judge Wolin
from the Owens Corning, USG Corp. and W.R. Grace & Co. Chapter 11
asbestos cases.  The Armstrong Committee's mandamus petition
seeking Judge Wolin's recusal was scheduled for oral argument on
June 17, 2004.  However, prior to the hearing, Judge Wolin
announced his retirement, mooting the Committee's recusal case.

As Judge Newsome's assignment to the Debtors' cases ended as of
December 31, 2003, Judge Fitzgerald took over.  On June 16, 2004,
Chief Judge Scirica of the United States Court of Appeals for the
Third Circuit reassigned the Armstrong Cases from Judge Wolin to
District Judge Eduardo Robreno.

                  Committee's Right to Object

Rule 9033(b) of the Federal Rules of Bankruptcy Procedure
establishes the right of the Committee to object to the Proposed
Findings and Conclusions, as it has done.  The Debtors, together
with the Asbestos Committee and the Futures Representative, have
filed a Joint Response to the Committee's Objection.  The
Committee believes that with the replacement of Judge Wolin, the
Court must conduct a de novo review of the Proposed Findings and
Conclusions and consider the Committee's Objection, and the Joint
Response.

                     Major Unresolved Issue

The Committee's Objection sets forth numerous objections
regarding, generally:

    (1) the manner in which Judge Newsome conducted the
        Confirmation Hearing, at which he sat alone without a
        District Judge and made multiple erroneous findings and
        improper rulings regarding key issues, including asbestos
        issue; and

    (2) the specific terms of the Proposed Findings and
        Conclusions.

A. Issues regarding the Confirmation Hearing

The Committee states that Judge Newsome insisted on conducting the
Confirmation Hearing alone, absent a District Court Judge, in
contravention of Third Circuit mandate and District Court orders.  
In doing so, he made numerous errors regarding key asbestos-
related issues -- the clear province of the District Court -- and
seriously prejudiced the Committee by denying it the opportunity
to conduct discovery or, where permitted to present what limited
evidence that the Committee could prepare in the minimal time that
he permitted before the Confirmation Hearing, by refusing to admit
or even consider the evidence.

In addition, Judge Newsome's refusal to delay the Confirmation
Hearing also left the Committee with a severe logistical problem.
Because the Class VI creditors' 69% vote against the Plan occurred
only two weeks before commencement of the Confirmation Hearing,
the Committee had insufficient time, absent a continuance, to
fully prepare its evidence in support of its objections to the
Plan, including but not limited to a comprehensive asbestos
liability estimation analysis which goes to the very heart of
these cases.  Despite the Committee's numerous and well-documented
efforts to obtain a continuance, Judge Newsome rebuffed the
Committee at every turn.

As all of the Committee's requests for a brief adjournment of the
Confirmation Hearing had been denied, and as Class VI had only
voted a few days before to oppose the Plan, the Committee did not
have adequate time to prepare its case.  The Committee notes the
processes in the Owens Corning and USG cases to determine the
amount of asbestos personal injury liability involve numerous,
complicated steps that could never have been completed in two
weeks.

Among other things, the Committee also believed that the Asbestos
Committee's expert, Dr. Mark A. Peterson, had grossly overstated
the Debtors' asbestos-related liabilities, and that the Plan could
not be confirmed based on this faulty work.  The Committee sought
to demonstrate that Dr. Peterson's methodologies were flawed, that
his assumptions were incorrect, and that his results were grossly
inflated.  It also sought to provide a far more realistic model of
the Debtors' future asbestos liabilities, based on the extensive
experience and analysis of its own asbestos claims estimation
expert, Dr. Letitia Chambers.

B. Issues regarding the Proposed Findings and Conclusions

The legal errors in the Plan are both numerous and material.  The
Debtors, as Plan proponents, bear the burden of satisfying the 13
general confirmation requirements of Section 1129(a) of the
Bankruptcy Code, together with the "cramdown" requirements of
Section 1129(b).  The Debtors failed to meet their burden of
proving that the Plan satisfies Section 1129 because the Plan
violates:

    * Section 1129(a)(1) -- the Plan's exculpation provision is
      impermissible as a matter of Third Circuit law;

    * Section 1129(a)(2) -- the Debtors failed to meet their
      disclosure obligations under Section 1125 and hence the Plan
      violates 1129(a)(2);

    * Section 1129(a)(3) -- the Plan was not proposed in good
      faith; and

    * the cramdown requirements of Section 1129(b)(2).

The Committee points out that the Plan violates Section 1129(b)
because it unfairly discriminates against Class VI creditors by
providing an excessive and unwarranted recovery to the Debtors'
Class VII Claimants.  This discrimination arises, at least in
part, from Dr. Peterson's inaccurate and grossly inflated
calculation of its future asbestos liability -- an estimate which,
as a result of Bankruptcy Judge Newsome's improper rulings at the
Confirmation Hearing, was demonstrably wrong, yet went essentially
unchallenged because the Bankruptcy Judge improperly excluded
evidence against it.

The Committee also contends that the Plan fails to comply with
Section 1129(b) because it violates the letter of the absolute
priority rule.  The absolute priority rule allows confirmation of
a plan over a dissenting class of creditors only if the plan does
not offer the holders of any claim or interest junior to the
dissenting class any property before the members of the dissenting
class receive full satisfaction of their claims.  The Plan
violates the absolute priority rule because it gives certain "New
Warrants" to the Class XII holders of equity interests while
leaving Class VI general unsecured creditors who have voted to
reject the Plan, impaired.

In addition to violating the absolute priority rule, the transfer
of the New Warrants from the Asbestos Personal Injury Trust to old
equity under the Plan also violates the registration requirements
of Section 5 of the Securities Act of 1933.  Since the Asbestos
Personal Injury Trust will receive approximately two-thirds of the
New Common Stock to be distributed under the Plan, it qualifies as
an underwriter under Section 1145(b)(1)(D) of the Bankruptcy Code.

Since the Asbestos Personal Injury Trust would be considered an
underwriter, Section 1145 -- which would normally eliminate the
violation of Section 5 of the Securities Act -- is not available
to the Debtors.  In the absence of Section 1145 protection, the
Plan violates Section 1129(a)(3) through the issuance of
securities in the absence of a registration statement, and hence
in violation of the securities laws.

        Strategy to Facilitate Completion of Proceedings

Because of the improper and unanticipated manner in which the
Confirmation Hearing was conducted, and because of the raft of
procedural, factual and legal errors committed by Judge Newsome at
the Confirmation Hearing and in the Proposed Findings and
Conclusions, the Committee maintains that the Proposed Findings
and Conclusions should simply be rejected by the Court.  In the
alternative, the Court should, at a minimum, permit the Committee
to present its Objection, together with supporting evidence, to
Judge Fitzgerald and to the Court, including, inter alia, the
matters that were improperly excluded and improperly considered by
Judge Newsome sitting alone.

In the further alternative, the Court should suspend consideration
of the Proposed Findings and Conclusions for a period of a few
months, during which time the fate of the FAIR Act legislation is
likely to be resolved, as the adequacy of the Plan is in all cases
contingent on whether a superior alternative is available under
the FAIR Act, or otherwise.

              Wait for Resolution of the FAIR Act

The Committee has a fiduciary duty to act in the best interests of
the entities it represents, under all circumstances.  Given the
massive impact that the passage of the FAIR Act would have on the
recovery of general unsecured creditors, the Committee must take
all actions that are in the best interests of the Debtors' estates
and their general unsecured creditors.

While the FAIR Act has yet to become law, it passed the Senate
Judiciary Committee in July 2003 and since then has made
significant progress.  Senate Majority Leader Bill Frist has
announced to the Senate that it is his "personal priority" that
the Senate work towards resolving the asbestos crisis.  In
November 2003, Senator Frist stated that "bipartisan breakthroughs
have been made on issues that previously have proved impossible to
address" and that he planned on "commenc[ing] floor action on an
asbestos bill by the end of March 2004."  At the same time,
Senator Patrick Leahy similarly announced before the Senate that
the FAIR Act is an effective and efficient means to end the
asbestos litigation crisis.  Senator Leahy also stated that
"[a]lthough the year is drawing to a close, our bipartisan
commitment to this effort remains strong."  He looks forward to
continuing to work with his colleagues and all stake holders to
craft a consensus bill that can be moved through the legislative
processes into law next year.

Although the FAIR Act did not proceed to a full floor vote in
April 2004, the negotiators continue to make progress.  Recent
press reports indicate that Senators Frist and Tom Daschle have
been conducting meetings on an accelerated schedule and are
currently exchanging proposals in which there has been a dramatic
narrowing of the outstanding issues.  Recent press reports suggest
that the remaining issues are limited to funding amounts and claim
values, and the numbers being exchanged on the final issues have
been described as being very close to one another.

Therefore, the Committee believes that the Court should suspend
consideration of the Proposed Findings and Conclusions for a
period of a few months, during which time the fate of the FAIR Act
legislation is likely to be resolved.  In so doing, the Court can
ensure that the best interests of creditors have been considered.

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major  
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior finishings, most notably floor
coverings and ceiling systems, around the world.  The Company
filed for chapter 11 protection on December 6, 2000 (Bankr. Del.
Case No. 00-04469).  Stephen Karotkin, Esq., Weil, Gotshal &
Manges LLP and Russell C. Silberglied, Esq., at Richards, Layton &
Finger, P.A., represent the Debtors in in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $4,032,200,000 in total assets and
$3,296,900,000 in liabilities. (Armstrong Bankruptcy News, Issue
No. 65; Bankruptcy Creditors' Service, Inc., 215/945-7000)   


BANDWIDTH9 INC: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Bandwidth9, Inc.
        aka Bandwidth Unlimited, Inc.
        46410 Fremont Boulevard
        Fremont, California 94538-6409

Bankruptcy Case No.: 04-44345

Type of Business: The Debtor designs and manufactures tunable
                  optical components and modules for metropolitan
                  networks.  See http://www.bw9.com/

Chapter 11 Petition Date: August 6, 2004

Court: Northern District of California (Oakland)

Debtor's Counsel: Marcus O. Colabianchi, Esq.
                  Law Offices of Stein and Lubin
                  600 Montgomery Street, 14th Floor
                  San Francisco, CA 94111
                  Tel: 415-981-0550

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.


BRIDGE INFORMATION: Distributes 42 Million Shares of SAVVIS Stock
-----------------------------------------------------------------
SAVVIS Communications Corporation (NASDAQ:SVVS), a leading global
IT utility, reported that 42,933,702 of the 45,483,702 SAVVIS
common shares held by BIS Administration, Inc., the successor to
Bridge Information Systems, Inc. have been distributed to Bridge's
secured creditors. As previously disclosed, the Bridge Estate had
the obligation to distribute the shares to Bridge's secured
creditors when requested to do so. The distributed shares, which
represent approximately 39% of SAVVIS' outstanding common shares,
or 8% on a fully diluted basis, are freely tradeable. They were
transferred to approximately 40 separate holders.

                        About SAVVIS

SAVVIS Communications (NASDAQ:SVVS) is a global IT utility that
leads the industry in delivering secure, reliable, and scalable
hosting, network, and application services. SAVVIS' strategic
approach combines the use of virtualization technology, a utility
services model, and automated software management and provisioning
systems. This allows customers to focus on their core business
while SAVVIS ensures the quality of their IT infrastructure. With
its recent acquisition of the assets of Cable & Wireless America,
SAVVIS becomes one of the world's largest providers of IP network
and hosting services. For more information about SAVVIS, visit
http://www.savvis.net/For more information about end-to-end media  
services from SAVVIS' WAM!NET division, visit
http://www.wamnet.com/

Bridge, SAVVIS' former majority shareholder, continued to own
45,483,702 SAVVIS common shares after SAVVIS' initial public
offering in February of 2000.  Bridge filed a voluntary petition
for bankruptcy under Chapter 11 of the U.S. Bankruptcy Code on
February 15, 2001 (Bankr. E.D. Mo. Case Nos. 01-41593-293 through
01-41614-293, inclusive).  On February 13, 2002, Judge McDonald
confirmed a chapter 11 plan of liquidation which, among other
items, transferred ownership to the holders of Bridge's secured
creditors.  The SAVVIS shares have been under the administration
of the Bridge Estate since that time.  Thomas J. Moloney, Esq.,
Seth A. Stuhl, Esq., and Kurt A. Mayr, Esq., at Cleary, Gottlieb,
Steen & Hamilton in New York served as lead counsel to Bridge in
its chapter 11 cases.  Gregory D. Willard, Esq., Lloyd A. Palans,
Esq., and David M. Unseth, Esq., at Bryan Cave LLP in St. Louis,
served as local counsel.  


BROMANTE CORP: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Bromante Corp.
        dba Sirmos Lighting
        30-00 Forty-Seventh Avenue
        Long Island City, New York 11101

Bankruptcy Case No.: 04-15114

Type of Business: The Debtor manufactures lighting, furniture,
                  and architectural details.
                  See http://www.sirmos.com/

Chapter 11 Petition Date: August 4, 2004

Court: Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Debtor's Counsel: Gary M. Kushner, Esq.
                  Forchelli, Curto, Schwartz, Mineo, et al.
                  330 Old Country Road
                  P.O. Box 31
                  Mineola, NY 11501
                  Tel: 516-739-9190
                  Fax: 516-248-1729

Estimated Assets: Unstated

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Diamond LIfe LIghting Mfg. Ltd.            $379,445
8 Wah Luen Ind. Bldg.
15-21 Wong Chuk Yeung St.
Fo Tan N.T., Hong Kong

Donghia Corporation                        $249,333

Toronota Kitchen Equipment                  $94,220

30th Place Holding                          $88,575

Federal Express                             $64,333

Just Plastics                               $45,627

Alternative Custom Creations                $23,990

Kuehne & Nagel                              $17,563

UPS Customs Brokerage                       $13,068

D&D Building                                $11,826

Robert Franco                                $9,263

Segrave Coatings                             $9,189

Francophile Collection                       $8,562

Atlas Material                               $7,986

Donghia L.A.                                 $7,589

Prime Environmental                          $7,112

Fulham                                       $6,982

Hisco                                        $6,745

Disney Worldwide Services, Inc.              $5,844

ABF Freight Systems                          $5,529


BRUBAKER FARMS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Brubaker Farms LLC
        613 Dogwood Road
        Pasco, Washington 99301

Bankruptcy Case No.: 04-05830

Chapter 11 Petition Date: August 4, 2004

Court: Eastern District of Washington (Spokane/Yakima)

Judge: John A. Rossmeissl

Debtor's Counsel: William L. Hames, Esq.
                  Hames Anderson & Whitlows PS
                  P.O. Box 5498
                  Kennewick, Washington 99336-0498
                  Tel: 509-586-7797

Total Assets: $1,260,843

Total Debts:  $2,245,021

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
John Deere Credit             Value of Collateral:    $1,618,343
6400 NW 86th St.              $616,600
P.O. Box 6600                 Net Unsecured:
Johnston, IA 50131-6600       $1,001,743

Nathan Metzgar                Loan and Equipment         $88,000

Wilbur Ellis                  Parts                      $75,725

Grandview Farms/Simplot       Crop Share                 $50,000

Connell Oil                   Supplies                   $40,965

Lemaster & Daniels            Accounting Services        $28,191

Inland Tarp                   Supplies                   $25,574

Farm Plan                     Parts                      $23,316

Art Hunter                    Crop Share                 $22,000

IRS -- Special Procedures     Taxes                      $21,000

US Bank                       Credit card                $20,159

Roger Danz                    Crop Share                 $20,000

Messenger Three               Crop Share                 $20,000

LC Farming                    Crop Share                 $19,000

David Brubaker                Loan                       $16,727

Agri Service                  Parts                      $11,778

Lavy Hay                      Custom Work                $11,100

Les Schwab                    Tires                      $10,545

Wondrack                      Fuel                        $8,334

Valmont Northwest             Parts                       $8,218       


BURLINGTON INDUSTRIES: Trust Wants to Close 24 Chapter 11 Cases
---------------------------------------------------------------
The BII Distribution Trust, as representative of the Chapter 11
estates of Burlington Industries, Inc., and certain of its
domestic subsidiaries, asks the United States Bankruptcy Court for
the District of Delaware to close the Chapter 11 cases of 24 out
of the 25 Reorganized Debtors:

Debtor                                                 Case No.
------                                                 --------
B.I. Transportation, Inc.                              01-11283
BH/M-II, Inc. (C.H. Masland & Sons)                    01-11284
BI Properties, Inc.                                    01-11285
BI Properties I, Inc.                                  01-11286
BII Mexico Holdings I, Inc.                            01-11287
BII Mexico Holdings II, Inc.                           01-11288
BII Mexico Laundry Holding Co.                         01-11289
BII Mexico Yarns Holding Co.                           01-11290
Burlington Apparel Services Company                    01-11291
Burlington Fabrics, Inc.                               01-11292
Burlington Fabritex USA, Inc. (The Bacova Guild, Ltd.) 01-11293
Burlington Industries I, LLC                           01-11294
Burlington Industries II, LLC                          01-11295
Burlington Industries III, LLC                         01-11296
Burlington Industries IV, LLC                          01-11297
Burlington Industries V, LLC                           01-11298
Burlington International Services Company              01-11299
Burlington Investment, Inc.                            01-11300
Burlington Investment II, Inc.                         01-11301
Burlington Mills Corporation                           01-11302
Burlington Mills, Inc.                                 01-11303
Burlington Worldwide, Inc.                             01-11304
Burlington Worsteds, Inc.                              01-11305
Distributex, Inc.                                      01-11306

The remaining case -- the lead case of BII Liquidation, Inc.,
formerly known as Burlington Industries, Inc. -- will remain open
until the Court enters a final decree closing that case at the BII
Trust's request.

Daniel D. DeFranceschi, Esq., at Richards, Layton & Finger, PA, in
Wilmington, Delaware, relates that Section 350(a) of the
Bankruptcy Code and Rule 3022 of the Federal Rules of Bankruptcy
Procedure provide that a court will close a bankruptcy case after
an estate is "fully administered," a term which is not defined in
the Code or Rules.  The Advisory Committee Notes to Bankruptcy
Rule 3022 identify six factors in determining whether an estate
has been fully administered or not:

    (a) the order confirming the plan has become final;

    (b) deposits required by the plan have been distributed;

    (c) the property proposed by the plan to be transferred has
        been transferred;

    (d) the debtor or the successor of the debtor under the plan
        has assumed the business or the management of the property
        dealt with by the plan;

    (e) payments under the plan have commenced; and

    (f) all motions, contested matters and adversary proceedings
        have been finally resolved.

According to Mr. DeFranceschi, the Chapter 11 cases of the
Closing Debtors satisfy the criteria outlined by the Advisory
Committee Notes:

    * the Plan has been substantially consummated;

    * the deposits and property transfers provided for by the
      Plan have been completed;

    * the Closing Debtors either have been sold or merged out of
      existence;

    * most payments provided for under the Plan with respect to
      the Closing Debtors have been made; and

    * all motions and contested claims in the Closing Cases
      either have been or will soon be finally resolved.

In addition, all fees due under Section 1930 of the Judiciary Code
with respect to the Closing Debtors have been paid.  Thus, the
Closing Debtors' estates have been "fully administered."

The BII Trust intends to file a final consolidated report for the
Closing Cases and the Remaining Case before the entry of a final
decree in the Remaining Case.

Headquartered in Greensboro, North Carolina, Burlington
Industries, Inc. -- http://www.burlington-ind.com/-- is one of  
the world's largest and most diversified manufacturers of soft
goods for apparel and interior furnishings.  The Company filed for
chapter 11 protection in November 15, 2001 (Bankr. Del. Case No.
01-11282).  Daniel J. DeFranceschi, Esq., at Richards, Layton &
Finger One Rodney Square, and David G. Heiman, Esq., and Richard
M. Cieri, Esq., at Jones, Day, Reaves & Pogue North Point
represent the Debtors in their restructuring efforts.  Burlington
Reorganization Plan confirmed on October 30, 2003 was declared
effective on November 10, 2003. (Burlington Bankruptcy News, Issue
No. 52; Bankruptcy Creditors' Service, Inc., 215/945-7000)   


CATHOLIC CHURCH: McDermott Will & Emery Assesses Bankruptcy
-----------------------------------------------------------
McDermott Will & Emery published and distributed an assessment of
the Archdiocese of Portland in Oregon's chapter 11 bankruptcy:

           Importance of Effective Corporate Structure:
            Archdiocese of Portland Bankruptcy Filing
                         [July 20, 2004]

The July 6, 2004, bankruptcy filing of the Archdiocese of Portland
should serve as a clarion call for dioceses and diocesan
ministries to revisit their corporate structures to assure they
enjoy the fullest liability protection accorded by corporate law.
Significant lessons can also be learned by non-diocesan ministries
on the value of appropriately structuring ministry operations and
ownership.  Many dioceses hold and operate significant assets and
ministries through corporations "sole," charitable trusts and even
less formal arrangements, possibly subjecting these assets and
ministries to attachment in the event of litigation.  Properly
structured, corporate arrangements can mesh with canon law,
assuring compliance with both civil and canonical prescriptions.

                 Impact of the Bankruptcy Filing

Faced with trials from two plaintiffs seeking in excess of
$155 million in compensatory and punitive damages for alleged
clergy sexual abuse, and with 60 additional abuse suits pending,
the Archdiocese filed Chapter 11 reorganization in bankruptcy
court.  The impact of the filing is to immediately stay all
litigation while the Archdiocese develops a reorganization plan
that will enable it to pay its debts and resume financial
viability.  A plaintiffs' committee has been formed and is
beginning its analysis of assets available to settle claims.

Serious questions of Church authority and compliance with canon
law arise as a result of the filing.  First, pursuant to canon
law, the bishop is charged with administering (overseeing) all
assets within what canon law would term the diocesan "public
juridic person" (essentially all assets held within the diocesan
corporation or receiving their Catholic identity as a result of
their connection to the diocese).  The bankruptcy filing, however,
now vests authority in the bankruptcy court judge to operate the
corporation (Archdiocese), including the assignment of a trustee
to assume oversight.  Asset sales may also be ordered.  It remains
to be seen the extent to which actions will be considered by the
court that may directly conflict with canon law and how these
issues will be resolved.

There is also the question of what assets will be subject to
attachment by Archdiocesan creditors (largely plaintiffs).  In his
press release announcing the filing, Archbishop Vlazny commented
that "[u]nder canon law, parish assets belong to the parish. I
have no authority to seize parish property."  Creditors are
developing the argument, however, that parish and ministry assets
should be considered available to satisfy claims against the
Archdiocese.

While courts will often give deference to internal "church" law
for disputes internal to the religion -- for example, who owns the
church building when there is a splitting of a congregation -- it
is unclear whether the bankruptcy court will look to canon law to
advise on ownership of assets.  If the court does not, it is
possible that all assets held within the Archdiocese's corporation
might be used to satisfy creditor claims.

In addition, significant questions of public policy and
constitutional law might arise should the creditors seek parish
assets to pay claims.  It is unlikely that most parishioners and
donors to Catholic schools and other ministries in the Archdiocese
understood that their offerings and gifts may be used to satisfy
claims for causes unrelated to the particular parish's or
ministry's operations.

Because bankruptcy filings initiate a process that can take
several years to resolve, the Archdiocese is entering into an
extended state of limbo in which its operations will be subject to
scrutiny.  The ability of the Archdiocese to take strategic
actions with respect to its parishes and ministries will be
severely compromised as creditors seek to "protect" all potential
assets that may be used to pay claims.  Furthermore, bankruptcy is
an expensive undertaking, depleting the assets available to
parties with legitimate claims against the Archdiocese.

                       Corporate Structure

The Archdiocese of Portland is organized as a "corporation sole,"
meaning that the Archdiocese is organized as a single corporation
(presumably nonprofit) with Archbishop Vlazny as its sole member
and director.  The bankruptcy filing does not indicate the degree
to which the Portland Archdiocese has separately incorporated its
ministries, parishes or related activities (although we believe
that it has not done so) or employed other avenues to shield
assets.  Many times with corporations sole all activities,
including parishes, schools and health care institutions are
conducted through this single corporate vehicle.  To the extent
that all of Portland's activities are under a single corporate
umbrella, these assets might be subject to the jurisdiction of the
bankruptcy court and used to satisfy creditors.  While being quite
sensitive to the needs of bishops to remain vigilant over diocesan
activities, in these litigious times it is imperative that civil
law structures be effectively used to isolate liability exposure
and appropriately shield assets.

Often, religious institutes operate out of a corporate sole
mentality, housing schools, daycare operations and sometimes
skilled nursing facilities within their religious institute
corporation.  The clear lesson of Portland is that liability
attaching to one activity housed within the corporation can
jeopardize the financial viability of all activities housed within
that entity.

It is possible to protect assets through effective use of
corporate structures as well as through other mechanisms, such as
charitable trusts.  One common use of trusts is to shelter
retirement funds.  Appropriate use of insurance coverage also has
a role to play.  Less formal efforts to shelter assets, such as
through the use of board designations, are unlikely to be
effective in the event of litigation.

                           Next Steps

Dioceses, diocesan ministries and others concerned about liability
exposure should carefully review their corporate structures to
assure that high exposure activities are appropriately addressed.  
High liability activities include any activities where there is a
potentially high frequency of litigation (such as in a health care
setting) or where the exposure associated with litigation is
severe.  Legal counsel and canonical input should be secured to
assure that an effective corporate structure is in place so assets
are appropriately protected, strong oversight is maintained and
state and federal laws impacting the particular activity are fully
satisfied.

For more information regarding this subject, please contact your
regular McDermott Will & Emery lawyer, or:

     Sister Mary Margaret Modde, OSF, JCD
     312.984.3681
     mmodde@mwe.com

     Lawrence Singer
     312.984.2723
     lsinger@mwe.com
                   
The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.
Thomas W. Stilley, Esq. and William N. Stiles, Esq. of Sussman
Shank LLP represent the debtor in its restructuring efforts. When
the debtor filed for chapter 11 protection, it listed estimated
assets of $10,000,000 to $50,000,000 and estimated debts of
$25,000,000 to $50,000,000. (Catholic Church Bankruptcy News,
Issue No. 3; Bankruptcy Creditors' Service, Inc., 215/945-7000)   


COMMERCIAL MORTGAGE: Moody's Junks Class F-1 Certificate Rating
---------------------------------------------------------------
Moody's Investors Service downgraded the rating of one class and
confirmed or affirmed the ratings of eleven classes of Commercial
Mortgage Acceptance Corp., Commercial Mortgage Pass-Through
Certificates, Series 1997-ML1 as follows:

   - Class A-1, $20,970,904, Fixed, affirmed at Aaa;
   - Class A-2, $117,378,000, Fixed, affirmed at Aaa;
   - Class A-3, $220,490,334, Fixed, affirmed at Aaa;
   - Class A-4, $81,664,853, Fixed affirmed at Aaa;
   - Class IO, Notional, affirmed at Aaa;
   - Class B, $59,394,000, Fixed, confirmed at Aa2;
   - Class C, $46,666,000, Fixed, confirmed at A2;
   - Class D, $46,667,000, Fixed, confirmed at Baa2;
   - Class E, $16,969,000, Fixed, confirmed at Baa3;
   - Class F-1 $10,000,000, Fixed, downgraded to Caa1 from B3;
   - Class F-2, $40,909,000, Fixed, affirmed at Caa1; and
   - Class G, $50,909,929, Fixed, affirmed at Ca.

Moody's had placed the ratings of Classes B, C, D and E on review
for possible downgrade on April 29, 2004 due to concerns about the
operating performance of a number of loans in the pool.  Moody's
has received full year 2003 operating results for 100.0% of the
pool and has concluded its review of the transaction.  Moody's has
determined that subordination levels for classes B, C, D and E are
sufficient to absorb potential future losses and is confirming the
ratings of these classes.  The downgrade of Class F-1 is due to
the further weakening of the Newton Oldacre McDonald Loan.  Any
potential loss on the Newton Oldacre McDonald Loan is absorbed by
Class F-1 prior to any other class.

As of the July 15, 2004 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 16.1%
to $712.0 million from $848.5 million at securitization.  The
Certificates are collateralized by 34 mortgage loans ranging in
size from 2.7% of the pool to 16.8% of the pool.

The largest loan in the pool is the Franklin Mills/Liberty Plaza
Loan ($119.8 million - 16.8%), which is secured by two retail
properties located in suburban Philadelphia.  The properties are
Franklin Mills, a 1.7 million square foot super regional shopping
center, and Liberty Plaza, a 280,000 square foot power center.  
The overall occupancy of the two properties is 88.1%, compared to
90.7% at Moody's last full review in March 2003. Moody's loan to
value ratio  -- LTV -- and shadow rating are 63.0% and Baa2
respectively, the same as at last review.

The second largest loan is the Tower 45/One Orlando Center
Portfolio Loan ($100.0 million - 14.1%), which is secured by two
office buildings totaling 810,000 square feet.  One property is
located in midtown Manhattan and the other is in downtown Orlando.
The overall occupancy of the two properties is 94.0%, compared to
88.7% at Moody's last review.  Moody's LTV and shadow rating are
75.6% and Ba3 respectively, compared to 77.4% and Ba3 at last
review.

The third largest loan is the Newton Oldacre McDonald Loan ($82.8
million - 11.6%), which is secured by a crossed pool of 18
community shopping centers and two free standing stores located in
Alabama, Tennessee, Florida, Mississippi, Louisiana and Kentucky.
Most of the centers are grocery or drug anchored with Winn-Dixie
representing the largest tenant concentration with 11 stores.
Although the portfolio's overall weighted occupancy has remained
stable since securitization, the aggregate net operating income
has declined due to higher operating expenses.  Moody's LTV is
98.0%, the same as at Moody's last review of this loan in April
2004.  Moody's shadow rating for this loan reflects the
portfolio's financial performance as well as the credit rating of
Winn-Dixie, the anchor tenant.  Moody's downgraded Winn-Dixie's
senior unsecured rating to B3 from B1 in July 2004.  The loan is
shadow rated Caa1, compared to B3 at last review.

The fourth largest loan is the Copley Place Loan ($81.7 million -
11.5%), which is secured by a Class A office/retail complex
located in Boston, Massachusetts.  The property consists of
845,000 square feet of office space and 370,000 square feet of
retail space.  The property is 91.2% occupied, compared to 97.7%
at last review.  Moody's LTV and shadow rating are 24.1% and Aaa
respectively, compared to 28.5% and Aaa at last review.

The fifth largest loan is the Shilo Inns Loan ($60.8 million -
8.5%), which is secured by a crossed pool of 13 hotel properties
totaling 1,540 guestrooms.  The properties are located in Idaho,
Wyoming, Oregon, California, Washington and Arizona.  Due to a
modification ratified in April 2004, the portfolio consists of 13
A notes totaling $52.8 million and nine B notes totaling $8.0
million. Moody's LTV is significantly in excess of 100.0%.  The
loan is shadow rated Ca, the same as at the last review of this
loan in April 2004.

The remaining six loans constitute 37.5% of the current
outstanding balance.  The financial performance of the following
four loans have been stable and the shadow ratings are the same as
at Moody's last review: Farb Investments Apartment Portfolio
($59.7 million - 8.4%; B2); Dain Bosworth Plaza/Gaviidae Common
Phases I & II ($55.4 million - 7.8%; B2); Four Seasons Hote1,
Austin, Texas ($39.8 million - 5.6%; B2); and American Apartments
Communities II ($19.4 million - 2.7%; A3). The performance of the
following two loans have declined since Moody's last review
resulting in the downgrade of their shadow ratings: Four Seasons
Biltmore Hotel, Santa Barbara, California ($55.4 million - 7.8%;
to Ca from Ba3); Ritz-Carlton Hotel, St. Louis, Missouri ($36.9
million - 5.2%; to Caa2 from Ba3).


CONE MILLS: Disclosure Statement Hearing Scheduled for Aug. 16
--------------------------------------------------------------
A hearing on the Disclosure Statement prepared by Cone Mills
Corporation and its debtor-affiliates to explain its chapter 11
plan will be held at 2:00 p.m., prevailing Eastern Time, on
August 16, 2004, before Judge Mary F. Walrath in the United States
Bankruptcy Court for the District of Delaware, 824 North Market
Street, 6th Floor, Wilmington, Delaware.

Cone Mills filed a Chapter 11 Liquidation Plan on May 28, 2004,
and filed an Amended Plan and Disclosure Statement on July 15,
2004.  These filings followed a sale of substantially all of the
company's assets to WL Ross & Co. in March 2004, for $46 million
plus assumption of certain liabilities.  WL Ross, in turn, merged
Cone Mills' assets with Burlington Industries' assets to form
International Textile Group.  Cone Mills' liquidating chapter 11
plan distributes the sale proceeds to creditors in order of their
statutory priorities.  

Headquartered in Greensboro, North Carolina, Cone Mills
Corporation is one of the leading denim manufacturers in North
America. The Debtor also produces fabrics and operates a
commission finishing business. The Company, with its debtor-
affiliates filed for chapter 11 protection on September 24, 2003
(Bankr. Del. Case No. 03-12944).  Pauline K. Morgan, Esq., at
Young, Conaway, Stargatt & Taylor represent the Debtors in their
restructuring efforts. When the Company filed for protection from
its creditors, it listed $318,262,000 in total assets and
$224,809,000 in total debts.


CORNERSTONE PROPANE: Names Bill Corbin as Post-Bankruptcy CEO
-------------------------------------------------------------
Cornerstone Propane Partners, L.P., the nation's sixth largest
retail propane marketer, named Bill Corbin, 44, Chief Executive
Officer.  He will assume the position once the Company has emerged
from Chapter 11, which is expected to occur in October 2004.

Mr. Corbin's selection was the result of a rigorous process that
included input from Cornerstone's creditors, management and board.  
Corbin will be joining the Company as a consultant on
August 9, 2004, and will focus on meeting as many employees as
possible, planning strategy for the future and developing his
senior corporate team, until he assumes the CEO position in
October.

Mr. Corbin is currently the President and Chief Operating Officer
of Star Gas of Stamford, Connecticut.  He has over 20 years
experience in the propane industry having served in various fields
and corporate positions within several markets throughout the
country.  Mr. Corbin has experience in operations, acquisitions,
infrastructure development, sales, marketing and strategic
planning.

Curt Solsvig, Cornerstone's current CEO, expressed support of the
selection.  "Bill Corbin is an excellent choice to guide
Cornerstone as it emerges from Chapter 11.  His experience and
expertise in our industry will help to position the Company for
future success."

Corbin said, "I believe this company has a strong future and I am
excited to be a part of it.  I look forward to working with the
employees to maximize the value of Cornerstone."

Mr. Corbin has an MS degree from Pfeiffer University and an MBA
from the University of Michigan.  Mr. Corbin and his family
currently live in Cincinnati, Ohio.

Headquartered in New York, New York, Cornerstone Propane Partners,
L.P. -- http://www.cornerstonepropane.com/-- is the nation's  
sixth largest retail propane marketer, serving more than 440,000
retail propane customers in over 30 states. The Company filed
for chapter 11 protection (Bankr. S.D.N.Y. Case No. 04-13855) on
June 3, 2004.  Matthew Allen Cantor, Esq., at Kirkland & Ellis
LLP, represents the Company in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it listed
$582,455,000 in assets and $692,470,000 in liabilities.


COVANTA ENERGY: Court Expunges 18 Bond Insurance Claims
-------------------------------------------------------
At the behest of Covanta Energy Corporation and its debtor-
affiliates and subsidiaries, Judge Blackshear disallows and
expunges 18 Bond Insurance Claims:

   Claimant                            Claim No.         Amount
   --------                            ---------        -------
   Ambac Insurance Corp.           2793 to 2803     unspecified
   MBIA Insurance Corp.                    2222     $53,320,000
   MBIA Insurance Corp.                    2223      99,960,000
   MBIA Insurance Corp.                    2224      71,400,000
   MBIA Insurance Corp.                    2225      39,180,000
   MBIA Insurance Corp.                    2226     198,050,000
   MBIA Insurance Corp.                    2227     184,400,000
   MBIA Insurance Corp.                    2228      69,617,363

The Debtors initially requested the United States Bankruptcy Court
for the Southern District of New York to disallow and expunge 21
Bond Insurance Claims. Judge Blackshear did not rule yet on the
Debtors' objection to Financial Security Assurance's three claims
-- Nos. 2793 to 2803 -- each for an unspecified amount.

The Bond Insurance Claimants issued various municipal bond
insurance policies, pursuant to which they insured the payment of
the principal and interest on certain bonds issued by
municipalities to finance the construction and development of
projects in which the Debtors hold an interest.  The Bond
Insurance Claims assert contingent claims against the Debtors by
way of subrogation to the bondholders' rights against the Debtors.

Because these are contingent claims, the Debtors assert that the
Bond Insurance Claims must be disallowed under Section 502(c)(1)
or 502(e)(1) of the Bankruptcy Code.

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.
60 and 62; Bankruptcy Creditors' Service, Inc., 215/945-7000)   


CRYOLIFE INC: Discloses $10.4 Million Half-Year Net Loss
--------------------------------------------------------
CryoLife, Inc. (NYSE: CRY), a biomaterials and biosurgical device
company, reported financial results for the second quarter and
first six months of 2004.

Revenues for the second quarter 2004 were $15.3 million compared
to $15.7 million in the second quarter of 2003.  Revenues were
$15.1 million in the first quarter of 2004.  Net loss in the
second quarter of 2004 was $3.4 million compared to $19.9 million
in the second quarter of 2003.  

Revenues for the first half of 2004 were $30.4 million compared to
$31.6 million in the first half of 2003.  The net loss in the
first six months of the year was $10.4 million compared to a net
loss of $20.4 million in the same period last year.  

In the second quarter of 2004, BioGlue(R) sales increased 31% to
$9.0 million compared to $6.8 million in the second quarter of
2003.  BioGlue revenues were $8.6 million in the first quarter of
2004.  U.S. BioGlue sales increased 32% to $7.0 million in the
second quarter of 2004 compared to $5.3 million for the same
period in 2003.  International BioGlue sales increased 28% to $2.0
million in the second quarter of 2004 compared to $1.5 million for
the same period in 2003.  BioGlue revenues are expected to be
between $8.6 million and $9.0 million in the third quarter of
2004.

"BioGlue is achieving strong growth because it has become an
important product for surgeons in effectively controlling bleeding
in certain surgical procedures.  The BioGlue syringe delivery
system was approved by the FDA and received CE mark approval for
distribution in the EU in May 2004.  This innovative, easy-to-use,
disposable delivery device should encourage increased use of
BioGlue and further its revenue growth," said Steven G. Anderson,
CryoLife President and Chief Executive Officer. BioGlue revenues
are expected to increase 22%-29% to $34-$36 million in 2004 from
$27.8 million in 2003.

Tissue processing revenues, which include cardiac, vascular, and
orthopaedic tissues, were $6.1 million in the second quarter of
2004 compared to $8.6 million in the second quarter of 2003. In
the first quarter of 2004, tissue processing revenues were $6.2
million.  Total tissue processing revenues are expected to be
between $28 and $30 million in 2004 compared to $30.8 million in
2003.  Projected tissue processing revenue for the third quarter
is $7.0-$8.5 million.

Cardiac tissue processing revenues were $2.8 million in the second
quarter of 2004 compared to $5.0 million in the second quarter of
2003 and $3.4 million in the first quarter of 2004.  Vascular
tissue processing revenues were $2.6 million in the second quarter
of 2004 compared to $3.3 million in the second quarter of 2003 and
$2.5 million in the first quarter of 2004.  Orthopaedic revenues
were $574,000 in the second quarter of 2004 compared to $280,000
in the second quarter of 2003 and $309,000 the first quarter of
2004.  The Company initiated fee increases for processing its
cardiac and vascular tissues in July 2004.

Steven Anderson stated, "The tissue processing gross margin
improved to -25% in the second quarter of 2004 from -46% in the
first quarter of 2004.  This increase in the tissue processing
gross margin was the result of recently implemented initiatives
with tissue procurement organizations and several tissue
processing improvements.  The tissue processing gross margin is
expected to continue to improve in the second half of the year and
is expected to break even by the end of the fourth quarter 2004
and be positive in 2005."

Total tissue processing and product revenues are projected to be
between $16 and $18 million in the third quarter of 2004, up from
$15.3 million in the second quarter of 2004.  Total tissue
processing and product revenues are expected to increase 8%-13% to
$64-$67 million for the full year 2004.

In the second quarter 2004, general, administrative, and marketing
expenses were favorably affected by a reduction in product
liability accruals of $800,000.  The net loss in the second
quarter of 2004 was favorably impacted by a $1.4 million tax
refund.  General, administrative, and marketing expenses are
expected to be approximately $40-42 million in 2004, while
research and development expenses are expected to be approximately
$4 million in 2004.  For the third quarter of 2004, the Company
expects general, administrative, and marketing expenses of
approximately $10-11 million and expects research and development
expenses of approximately $1 million.  As of June 30, 2004, the
Company had approximately $23.7 million in aggregate cash, cash
equivalents, and marketable securities.

Founded in 1984, CryoLife, Inc., is the leader in the development
and commercialization of implantable living human tissues for use
in surgeries throughout the United States and Canada. The
Company's BioGlue(R) surgical adhesive is FDA approved as an
adjunct to sutures and staples for use in adult patients in open
surgical repair of large vessels and is CE marked in the European
Community and approved in Canada and Australia for use in vascular
and pulmonary sealing and repair. The Company also manufactures
the SynerGraft(R) heart valve and the SynerGraft vascular graft,
the world's first tissue- engineered heart valve and vascular
replacement, respectively, and the CryoLife-O'Brien(R) and
CryoLife-Ross(R) stentless porcine heart valves, which are CE
marked for distribution within the European Community. The human
heart valves processed by CryoLife using the SynerGraft technology
are distributed in the U.S. under the trade name of
CryoValve(R)SG.

                         *     *     *

                  Liquidity and Capital Resources

In its Form 10-K for the fiscal year ended December 31, 2003,
filed with the Securities & Exchange Commission, Cryolife, Inc.,
states:

The Company expects that its operations will continue to generate
negative cash flows over the next twelve months due to

   -- The anticipated lower preservation revenues as compared to
      preservation revenues prior to the FDA Order, subsequent FDA
      activity, and related events,

   -- The increase in cost of human tissue preservation services
      as a percent of revenue as a result of lower tissue
      processing volumes and changes in processing methods,  

   -- An expected use of cash related to the defense and
      resolution of lawsuits, and  

   -- The legal and professional costs related to its ongoing FDA
      compliance.  

The Company has obtained additional equity financing subsequent to
December 31, 2003, and management believes that this funding
coupled with anticipated revenue generation, expense management,
tax refunds expected to be approximately $2.4 million, and the
Company's existing cash and marketable securities will enable the
Company to meet its liquidity needs through at least December 31,
2004.

The Company's long term liquidity and capital requirements will
depend upon numerous factors, including

   -- The Company's ability to return to the level of demand for
      its tissue services that existed prior to the FDA Order,  

   -- The Company's ability to reestablish sufficient margins on
      its tissue preservation services in the face of increased
      processing costs,  

   -- The Company's spending levels on its research and
      development activities, including research studies, to
      develop and support its product pipeline,  

   -- The outcome of litigation against the Company, and  

   -- The amount and the timing of the resolution of the remaining
      outstanding product liability claims.  

The Company may require additional financing or seek to raise
additional funds through bank facilities, debt or equity
offerings, or other sources of capital to meet liquidity and
capital requirements beyond December 31, 2004.  Additional funds
may not be available when needed or on terms acceptable to the
Company, which could have a material adverse effect on the
Company's business, financial condition, results of operations,
and cash flows.

At December 31, 2003 the Company had $5.5 million remaining in an
accrual for the estimated expense of resolving the remaining
outstanding product liability claims in excess of insurance
coverage.  The $5.5 million accrual is an estimate of the costs
required to resolve outstanding claims, and does not reflect
actual settlement arrangements or judgments, including punitive
damages, which may be assessed by the courts. The $5.5 million
accrual is not a cash reserve.  The timing of actual future
payments related to the accrual is dependent on when and if
judgments are rendered, and/or settlements are reached. Should
payments related to the accrual be required, these monies would
have to be paid from liquid assets. The Company continues to
attempt to reach settlements of these outstanding claims in order
to minimize the potential cash payout.

If the Company is unable to settle the outstanding claims for
amounts within its ability to pay or one or more of the product
liability lawsuits in which the Company is a defendant should be
tried with a substantial verdict rendered in favor of the
plaintiff(s), such verdict(s) could exceed the Company's liquid
assets.  There is a possibility that significant punitive damages
could be assessed in one or more lawsuits which would have to be
paid out of the liquid assets of the Company, if available.


DELTA AIR: Possible Chapter 11 Filing Prompts CC Rating from Fitch
------------------------------------------------------------------
Fitch Ratings has lowered the senior unsecured debt rating of
Delta Air Lines, Inc. to 'CC' from 'CCC+'.  The Rating Outlook for
Delta remains Negative.

The downgrade, affecting approximately $4.5 billion of outstanding
debt securities, follows the recent exchange of contract proposals
between Delta management and the Air Line Pilots Association
(ALPA) and the heightened risk that a stalemate in negotiations
over pilot cost restructuring may ultimately force the carrier
into a Chapter 11 filing.  Delta management's July 30 'ask'
position, $1 billion in annualized pilot cost savings and
modifications to the pilots' defined benefit pension plan,
appeared to target a more far-reaching and comprehensive
restructuring plan that could bring the carrier's unit operating
costs more closely in line with rapidly-growing low-cost carriers.
However, an Aug. 4 letter from the ALPA leadership to Delta pilots
indicated that quick progress toward a new contract on
management's terms was not likely.  ALPA's reluctance to move
beyond a July 20 proposal, which the union valued between $655
million and $705 million in annual cost savings, suggests that
additional non-pilot concessions will, in all likelihood, be
required if Delta is to engineer an out-of-court settlement that
delivers a viable long-term cost structure.

Pilot representatives have made it clear that any new pay and
benefit concessions must be accompanied by parallel concessions
from other stakeholders.  Delta CEO Gerald Grinstein has also
indicated that a comprehensive restructuring, involving far more
than pilot concessions alone, is required to secure a sustainable
long-term cost structure.  This would potentially include changes
in aircraft lease terms, vendor concessions, and curtailments of
fixed obligations to secured and unsecured creditors.  Because
modifications to aircraft-backed debt securities, such as enhanced
equipment trust certificates (EETCs) are difficult to achieve
outside of bankruptcy, unsecured bondholders may face a greater
risk of impaired recovery in an out-of-court debt restructuring.

Should a Chapter 11 filing become necessary, unsecured creditors
could face substantial losses.  Recovery rates for unsecured
bondholders in recent airline bankruptcy cases have been very
poor.  In the case of US Airways' Chapter 11 reorganization, for
example, unsecured creditors on average recovered less than five
cents on the dollar in the final bankruptcy claims settlement.
Compared with the other U.S. legacy carriers, Delta's capital
structure includes a much larger share of unsecured debt relative
to aircraft-backed obligations.

Above and beyond the risk that unsecured bondholders may
ultimately be asked to accept principal and interest concessions
as part of a broader cost restructuring package, the probability
of a bankruptcy filing has also increased as a result of growing
pressures in the U.S. airline industry to move away from defined
benefit pension plans. For Delta and the other big legacy
carriers, these plans are driving very large required cash
contributions to fund the gap between the value of plan assets and
the liability to meet future retiree benefit commitments.  As of
the last measurement date on Sept. 30, 2003, Delta's defined
benefit plans were underfunded on a projected benefit obligation
(PBO) basis by $5.7 billion.  Required pension funding this year
topped $400 million.  This amount is likely to increase
significantly over the next few years, particularly after 2005.
Together with very large scheduled debt maturities in 2005 and
beyond, pension plan funding represents an enormous cash flow
challenge for Delta in the coming years.  Pressure to reduce and
smooth annual pension funding requirements has already led Delta
to establish cash balance retiree benefit plans for its non-pilot
employee population.  However, the pilot-defined benefit plan
remains unmodified at this time.

Recent developments at United Airlines, currently operating under
Chapter 11 bankruptcy protection, have forced Delta management to
consider pilot pension plan overhaul options more seriously.
United's announcement on July 23 that it does not intend to fund
its plans through the remainder of its bankruptcy case indicates
that a 'distressed termination' of its pension plans, involving
the assumption of pension plan liabilities by the Pension Benefit
Guaranty Corporation (PBGC), is likely.  If this were to occur,
Delta and the other U.S. legacy carriers with defined benefit
plans could face a significant labor cost disadvantage if similar
moves to terminate plans were not made.  Opportunities to
terminate plans are limited in an out-of-court restructuring, but
Delta may now be in a position to ask for a freeze of the ALPA-
defined benefit plan, limiting the growth of pension liabilities
in the future and allowing the carrier to offer up more manageable
defined contribution plans, e.g. 401(k) or cash balance, as an
alternative to the airline pilots' pensions.

Delta reported another large loss in the June quarter, resulting
not only from its uncompetitive labor cost structure but also from
very high jet fuel prices and continuing weakness in domestic
passenger yields.  The reported $1.96 billion net loss included
two non-cash special charges totaling $1.56 billion, one for a
write-down of deferred tax assets and the second for a pilot
pension plan settlement charge.  Excluding the special items,
Delta's $312 million loss for the quarter drove a net loss margin
of 8%.  This was significantly worse than the reported performance
of all other U.S. legacy carriers.  The restoration of flying from
a reduced second-quarter 2003 base led to a 16% increase in
available seat mile (ASM) capacity in the quarter.  Weak domestic
yields (down 3% year-over-year) contributed to the reported
decline of 2% in passenger revenue per ASM.  Fare competition in
East Coast and Atlanta-West markets now penetrated by low-cost
carriers JetBlue and Airtran is keeping yields down, and
overcapacity in these markets is unlikely to ease soon.

On the cost side, high fuel prices continue to complicate the task
of stabilizing operating results.  Delta has estimated that fuel
costs this year will be $680 million higher than in 2003.
Following the unwinding of all fuel hedge positions in the first
quarter, Delta is completely exposed to swings in jet fuel prices.
With crude oil now priced above $40 per barrel, it appears likely
that third-quarter jet fuel prices will exceed those paid by Delta
in the second quarter.  On a fuel-neutralized basis, Delta did
report a mainline unit cost reduction of 11% in the second
quarter, reflecting the effect of strategic savings initiatives
tied to the introduction of technology in Delta's operations, as
well as the allocation of fixed infrastructure costs over a larger
ASM base in second-quarter 2004 versus second-quarter 2003.

Although Delta was able to access the capital markets through a
July private market transaction and a convertible note offering in
the first quarter, future opportunities to raise cash through
secured debt issuance will be limited.  The airline's unencumbered
asset base has eroded significantly in the past few years, and
Delta's only remaining Section 1110-eligible aircraft are
McDonald-Douglas (MD)-11s and MD-90s with very limited secondary
market appeal.  Delta management has noted recently that it has no
desire to fund continuing operating losses through new debt
issuance at a time when adjusted debt levels are unsustainable in
relation to the airline's limited cash flow generation capacity.


DEVLIEG BULLARD: Taps McDonald Hopkins as Bankruptcy Attorney
-------------------------------------------------------------
DeVlieg Bullard II, Inc., asks the U.S. Bankruptcy Court for the
District of Delaware for permission to employ McDonalds Hopkins
Co., LPA, as its bankruptcy counsel.

McDonalds Hopkins will:

    a) file and monitor the Debtor's chapter 11 case and legal
       activities;

    b) give the Debtor advice regarding its duties and
       responsibilities;

    c) execute the Debtor's decision by filing with the Court's
       motions, objections, and other relevant documents;

    d) appear before the court on all matters in this case
       relevant to the interests of the Debtor;   

    e) assist the Debtor in the administration of this case; and

    f) take actions which may be necessary to protect the
       Debtor's estate.

Shawn M. Riley, Esq., reports that McDonald Hopkins' current
hourly rates range from:

         Designation            Billing Rate
         -----------            ------------
         shareholders           $230 to $425
         associates             $140 to $240


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 Company
filed for Chapter 11 protection on July 21, 2004 (Bankr. Del. Case
No. 04-12097).  James E. Huggett, Esq., at Flaster Greenberg
serves as the Debtor's local counsel.  When the Debtor filed for
protection from its creditors, it estimated debts and assets of
more than $10 million.


DIRECTV LATIN AMERICA: Post $16 Million 2nd Quarter Loss
--------------------------------------------------------
In the second quarter of 2004, DIRECTV Latin America, LLC, added
12,000 net new subscribers compared with a net loss of 35,000
subscribers in the same period last year.  The subscriber growth
was driven principally by continued stable economic conditions in
the region, particularly in Venezuela and Brazil.  The total
number of DIRECTV subscribers in Latin America as of
June 30, 2004, was 1.54 million compared with 1.49 million on
June 30, 2003.

Revenues for DIRECTV Latin America increased 17% to $167 million
in the quarter primarily due to the consolidation of the financial
results of the Puerto Rican and Venezuelan local operating
companies as a result of the adoption of FASB Interpretation No.
46, "Consolidation of Variable Interest Entities -- an
interpretation of ARB No. 51," on July 1, 2003, as well as the
larger subscriber base.

The improvements in DIRECTV Latin America's second quarter 2004
operating profit before depreciation and amortization to
$30 million and operating loss to $16 million are primarily
attributed to its lower post-bankruptcy cost structure following
its emergence from bankruptcy in February 2004.

Headquartered in Fort Lauderdale, Florida, DirecTV Latin America,
LLC -- http://www.directvla.com/-- is the leading direct-to-home  
satellite television service in Latin America and the Caribbean.
Currently the service reaches more than 1.5 million customers in
the region, in a total of 28 markets.  DIRECTV is currently
available in: Argentina, Brazil, Chile, Colombia, Costa Rica,
Ecuador, El Salvador, Guatemala, Honduras, Mexico, Nicaragua,
Panama, Puerto Rico, Trinidad & Tobago, Uruguay, Venezuela and
several Caribbean island nations. DIRECTV Latin America, LLC is a
multinational company owned by DIRECTV Latin America Holdings, a
subsidiary of Hughes Electronics Corporation; Darlene Investments,
LLC, an affiliate of the Cisneros Group of Companies, and Grupo
Clarin. DIRECTV Latin America has offices in Buenos Aires,
Argentina; Sao Paulo, Brazil; Cali, Colombia; Mexico City, Mexico;
Carolina, Puerto Rico; Fort Lauderdale, USA and Caracas,
Venezuela.  The Company filed for chapter 11 protection on March
18, 2003 (Bankr. Del. Case No.: 03-10805 (PJW)).  The Company
emerged from bankruptcy on February 24, 2004.


DIVERSIFIED CORPORATE: CEO J.M. Moore Returns From Medical Leave
----------------------------------------------------------------
Diversified Corporate Resources, Inc. (Amex: HIR) welcomed back J.
Michael Moore from a medical leave of absence having successfully
completed his medical procedure and has been reappointed as Chief
Executive Officer of the Company by the Board of Directors. Mr.
Moore's long time involvement with the Company and familiarity
with its operations are very important to the Company's efforts to
complete a strategic restructuring of its operations. Mark E.
Cline, Acting Chief Executive Officer of the Company, will resume
his role on the Board of Directors of the Company and will
continue to assist Mr. Moore during a transition period.  The
Company is grateful to Mr. Cline for his valuable service during
Mr. Moore's absence.

Diversified Corporate Resources, Inc. is a national employment
services and consulting firm, servicing Fortune 500 and larger
regional companies with permanent recruiting and staff
augmentation in the fields of Engineering, Information Technology,
Healthcare, BioPharm and Finance and Accounting. The Company
currently operates a nationwide network of nine regional offices.

                    Cost Reduction Plan Underway

As reported in the Troubled Company Reporter on August 6, 2004,
Diversified recently implemented a cost reduction plan calling for
closing under-performing operating units, reducing headcount,
implementing changes in field management, and consolidating
several agencies.  The cost reduction plan will be followed, the
Company hopes, by implementing new marketing programs, further
restructuring management responsibilities, and reviewing other
strategies to increase shareholder value.  "These changes are key
to the long-term success and competitiveness of the Company," the
Company said.

                   Hires Restructuring Advisor

Diversified disclosed this month that it's hired DSJ Consulting to
supervise efforts to facilitate strategic restructuring and assist
the Company in the review of all strategic alternatives available
to maximize shareholder value.

                   Lender Agrees to Forbear

The Company has also entered into a forbearance agreement with
Greenfield Commercial Credit, Inc., its lender.  Under the
forbearance agreement, the Company has agreed to either pay all
past due Section 941 taxes or enter into a formal payment plan
with the IRS within 90 days.  The Company is working diligently
toward resolving the IRS tax issue, reported by the Company on
June 8, 2004, and completing the financial reports necessary to
resume the trading of its common stock.

As reported in the Troubled Company Reporter on June 10, 2004,
Diversified Corporate Resources, Inc. retained a specialized tax
consultant to initiate discussions with the Internal Revenue
Service regarding the payment of $2.5 million in unpaid Section
941 taxes owed by the Company for periods during the first and
second quarters of 2004.  At that time, the Company had $600,000
in a restricted cash account reserved for payment against this
balance reducing the amount of required funds to approximately
$1.9 million.


ENRON: Plans to Sell Generator Systems for $12M to New Brunswick
----------------------------------------------------------------
On October 22, 1999, Enron Canada Corporation and New Brunswick
Power Corporation entered into a Turbine Purchase Agreement, as
amended and assigned by Enron Canada to Westdeutsche Landesbank
Girozentrale, New York Branch by Letter Agreement, dated
December 1, 1999 between Enron Canada, New Brunswick and WestLB.  
Martin A. Sosland, Esq., at Weil, Gotshal & Manges, LLP, in New
York, relates that Enron Canada, Enron North America Corporation
and WestLB subsequently entered into an Amended and Restated
Acquisition and Development Agreement, dated as of May 23, 2000,
appointing Enron Canada as WestLB's acquisition agent in
connection therewith and providing for the performance by Enron
Canada of all of WestLB's obligations under the Turbine Contract
and ancillary agreements, except for the obligation to fund the
purchase price and related indemnification obligations.

On December 22, 2000, Enron Canada, WestLB, and IBIS Turbine
Corporation entered into a Purchase Option Assignment and
Assumption Agreement.  The Assignment Agreement provides that
Enron Canada designated IBIS as "Designee" under the Development
Agreement to allow IBIS to exercise the purchase option with
respect to certain equipment and all of the rights and obligations
under the Turbine Contract and ancillary agreements Enron Canada
entered into as WestLB's agent.  IBIS subsequently exercised the
option and acquired the Assets.

According to Mr. Sosland, IBIS is an indirect wholly owned
subsidiary of Enron by virtue of Enron's 100% ownership of
Whitewing Associates, LP.

                        ___________________
                       |                   |
                       |   Enron Corp.     |
                       |  (Oregon Corp.)   |
                       |___________________|
                          |           |
            Indirect      |           |     Preferred
         LP/GP Interest   |           |    LP Interest
                          |     /\    |    
                          |    /  \   |
                          |   /    \  |
                          |  /      \ |
                          | /        \|
                          |/          \
                          /            \
                         /  Whitewing   \
                        / Associates, LP \
                       /  (Delaware LP)   \
                      /____________________\
                                |
                               /
                              /
                              \__
                                 \    100% Indirect Interest
                                  \
                                 /
                                /
                        ________|________
                       /                 \
                      /                   \
                     / S.E. Thunderbird LP \
                     \    (Delaware LP)    /
                      \                   /
                       \_________________/
                                |
                                |  100%
                      __________|_________
                     |                    |
                     | Ibis Turbine Corp. |
                     |  (Delaware Corp.)  |
                     |____________________|
                                |
                        ________|_______
                       |                |
                       | Millbank Units |
                       |     #3 and #4  |
                       |________________|


                      The Marketing Process

During 2002 and 2003, Enron conducted an informal marketing
process for the ABB GT 11 N turbine generator systems and related
assets that are the subject of the Turbine Contract.  Mr. Sosland
reports that that marketing process was unsuccessful.

In March 2004, Enron commenced a second, more comprehensive
marketing process.  In that regard, Enron contacted more than 200
parties in an attempt to solicit interest in the sale of the
Assets.  From these contacts, 13 parties signed confidentiality
agreements and were given access to documentation related to the
Assets.

Of the 13 prospective purchasers, six submitted indicative offers
in April 2004.  All parties who submitted a $7,000,000 bid or more
were invited to participate in a second round of bidding.  New
Brunswick emerged as the leading candidate and moved forward with
the negotiation of a definitive agreement.

                      The Purchase Agreement

On July 30, 2004, IBIS, Enron and New Brunswick entered into a
Purchase Agreement with respect to the Assets.  Under the terms of
the Purchase Agreement, IBIS will sell and convey to New Brunswick
all of the Assets.  The Purchase Agreement provides, among other
things, that:

A. Purchase Price

    The Purchase Price for the Assets will be $12,000,000 plus
    the assumption of the Assumed Liabilities.  New Brunswick
    has placed in escrow a $2,400,000 Deposit and will pay the
    remainder of the Purchase Price at Closing.

B. Assets

    The Assets consist of all of IBIS' right, title and interest
    in:

    (1) two used ABB GT 11 N turbine generator systems located
        at the Milbank Site and including all substation
        equipment and materials up to the high-voltage end
        structure and any and all auxiliary equipment and
        property affixed to or associated with each turbine
        generator system and located at the Milbank Site;

    (2) the Records; and

    (3) all claims and rights relating to ownership or operation
        of the Assets arising out of or in connection with events
        occurring or attributable to all periods prior to
        March 31, 2000 and after the Closing, including, without
        limitation, claims for overpayment or refunds of costs,
        taxes and expenses attributable to all periods prior to
        March 31, 2000 and after the Closing.

C. Transfer Taxes

    New Brunswick will pay any and all sales or use taxes,
    including Canadian Goods and Services Taxes.

D. Bankruptcy Court Approvals

    IBIS and New Brunswick will use commercially reasonable
    efforts to cooperate, assist and consult with each other to
    secure the entry of the Sale Order.

E. Enron Guaranty

    For a period of one year following the Closing Date, Enron
    irrevocably and unconditionally agrees to be jointly and
    severally liable with IBIS and will indemnify, defend,
    reimburse and hold harmless New Brunswick from and against
    losses, liabilities, damages, costs and expenses New Brunswick
    incurred as a result of any breach by IBIS of its
    representation and warranty regarding title; provided that
    Enron will only be liable for any Losses in the aggregate
    amount of up to $12,000,000.  Enron agrees that any
    obligations will have the priority of an administrative
    expense in the Bankruptcy Cases.

After the consummation of the Sale Transaction, Enron anticipates
that IBIS will continue to wind up its business and will
ultimately be dissolved so that, after making necessary provisions
for IBIS' creditors, if any, the proceeds from the Sale
Transaction will be distributed to its shareholders.  Enron
anticipates that the resulting waterfall of distributions will
ultimately benefit Enron's estate and its creditors.

With Enron's contemplated dissolution of IBIS in the future, New
Brunswick asked Enron to guarantee IBIS' representation regarding
title to the assets.  Since Enron anticipates that the estate and
creditors will ultimately reap the economic benefits from the Sale
Transaction, it agreed to guarantee the Sale Transaction.

Mr. Sosland assures the Court that the Purchase Agreement was
negotiated at arm's length after a thorough marketing process.
Moreover, Enron and IBIS are not aware of any assertion by any
entity of any lien, claims or encumbrances against the Assets
other than the Permitted Encumbrances.

Accordingly, Enron asks the Court to authorize and approve:

    (a) its consent, by and through its subsidiaries and
        affiliates, to the sale of the Assets to New Brunswick
        free and clear of all liens, claims, interests,
        encumbrances, right of setoff, recoupment, netting and
        deduction which have, or could have, been asserted by
        any creditor or any party-in-interest, including the
        Debtors' estates;

    (b) its guarantee of IBIS' title representation in
        connection with the Purchase Agreement; and

    (c) the consummation of the transaction contemplated by the
        Purchase Agreement.

Headquartered in Houston, Texas, Enron Corporation is in the midst
of restructuring various businesses for distribution as ongoing
companies to its creditors and liquidating its remaining
operations.  Before the company agreed to be acquired, controversy
over accounting procedures had caused Enron's stock price and
credit rating to drop sharply.  The Company filed for chapter 11
protection on December 2, 2001 (Bankr. S.D.N.Y. Case No.: 01-
16033) Martin J. Bienenstock, Esq., and Brian S. Rosen, Esq., at
Weil, Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts. (Enron Bankruptcy News, Issue No. 120;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ENRON CORP: Asks Court to Approve Canadian Imperial Settlement
--------------------------------------------------------------
Enron North America Corporation was a party to various
transactions and confirmations under an ISDA Master Agreement,
dated as of October 1, 1994, with Canadian Imperial Bank of
Commerce.  As credit support for the Agreement and Transaction,
Enron Corporation issued a Guaranty, dated as of October 1, 1994.

Scott E. Ratner, Esq., at Togut, Segal & Segal, LLP, in New York,
relates that the Debtors and Canadian Imperial have reached a
settlement as to the payment of unpaid amounts in connection with
the termination of the Transactions, to the extent not already
terminated, and, to the extent not already revoked, revocation of
the Guaranty.  The Settlement Agreement also provides that:

    (a) the parties will exchange limited mutual releases of
        obligations and other specified matters related to the
        Transactions and the Guaranty;

    (b) all proofs of claim filed by or on behalf of Canadian
        Imperial in connection with the Transactions and Guaranty,
        including Claim Nos. 11273, 11274, 11275 and 11277, will
        be deemed irrevocably withdrawn with prejudice; and

    (c) ENA will execute a Stipulation of Dismissal with
        Prejudice of Adversary Proceeding No. 03-08418, which
        is currently pending in the Court.

Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure and the Safe Harbor Settlement Order, the Debtors ask
the United States Bankruptcy Court for the Southern District of
New York to approve their Settlement Agreement with Canadian
Imperial.

Mr. Ratner points out that the Settlement Agreement will allow
ENA to capture value for its estates and creditor.  Moreover, the
Settlement Agreement will enable the Debtors and Canadian
Imperial to avoid potential future disputes and litigation
regarding the payments due pursuant to the Transaction and the
Guaranty.

Headquartered in Houston, Texas, Enron Corporation is in the midst
of restructuring various businesses for distribution as ongoing
companies to its creditors and liquidating its remaining
operations.  Before the company agreed to be acquired, controversy
over accounting procedures had caused Enron's stock price and
credit rating to drop sharply.  The Company filed for chapter 11
protection on December 2, 2001 (Bankr. S.D.N.Y. Case No.: 01-
16033) Martin J. Bienenstock, Esq., and Brian S. Rosen, Esq., at
Weil, Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts. (Enron Bankruptcy News, Issue No. 120;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ENRON CORP: Wants Court Approval of Killingholme Settlement Pact
----------------------------------------------------------------
Prior to the Petition Date, Enron Corporation issued a credit
guaranty to Killingholme Power Limited to guarantee Enron Capital
& Trade Resources Limited's obligation of up to $7,138,000.  On
November 7, 2001, Enron increased the guarantee amount to
$14,276,000.

Killingholme filed a proof of claim against Enron, which asserts
an unsecured claim for $11,949,983.  Killingholme's claim is based
on Enron's alleged obligations under the Guaranty.

On November 26, 2003, Enron filed an adversary proceeding against
Killingholme to avoid the Guaranty on the grounds that Enron's
incurrence of the obligations were constructively fraudulent.

Edward A. Smith, Esq., at Cadwalader, Wickersham & Taft, in New
York, relates that Section 28.2 of the Plan allows, inter alia,
holders of guaranty claims for guarantees executed within April 1
to 30, 2001 to compromise and settle litigation concerning those
claims at a 57.5% discount to the allowed amount of the claim.
Furthermore, for guarantees executed between November 1, 2001 and
December 1, 2001, the guarantee claimholders may compromise and
settle litigation at a 75.0% discount to the allowed amount of the
claim.

Mr. Smith reports that the parties reached a settlement wherein
Killingholme agrees to elect the Compromise Election as:

    (a) a 57.5% discount will be applied to allowed amounts of the
        Claim less than or equal to $7,138,000 for purposes of
        determining Killingholme's distribution under the Plan;
        and

    (b) a 75% discount will be applied to allowed amounts of the
        Claim greater than $7,138,000 and less than or equal to
        $14,276,000 for purposes of determining Killingholme's
        distribution under the Plan.

In addition, the Settlement Agreement provides that Enron will
file a stipulation with the Court dismissing the Guaranty
Avoidance Action, with prejudice and without costs to any party.

Accordingly, Enron asks the United States Bankruptcy Court for the
Southern District of New York to approve the Settlement Agreement
it executed with Killingholme.

Mr. Smith tells Judge Gonzalez that the settlement is reasonable
because it allows Enron to avoid further litigation concerning the
Guaranty and Amendment, including the attendant litigation costs.  
Moreover, the Settlement Agreement was negotiated by the parties
at arm's-length.

Headquartered in Houston, Texas, Enron Corporation is in the midst
of restructuring various businesses for distribution as ongoing
companies to its creditors and liquidating its remaining
operations.  Before the company agreed to be acquired, controversy
over accounting procedures had caused Enron's stock price and
credit rating to drop sharply.  The Company filed for chapter 11
protection on December 2, 2001 (Bankr. S.D.N.Y. Case No.: 01-
16033) Martin J. Bienenstock, Esq., and Brian S. Rosen, Esq., at
Weil, Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts. (Enron Bankruptcy News, Issue No. 120;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


FINOVA: Noteholders Lodge Unified Complaint in South Carolina
-------------------------------------------------------------
Following centralization of multiple cases by the federal
multidistrict panel, attorneys for all plaintiffs have filed a
consolidated complaint against Finova Capital Corporation,
accountants Cherry Bekaert & Holland, attorneys Moore & Van Allen,
and various individuals.

Plaintiffs' attorneys Bagnell & Eason LLC, McGowan Hood & Felder
and others had brought class actions in various state and federal
courts on behalf of subordinated noteholders of The Thaxton Group,
which filed bankruptcy last October.  The cases were removed and
consolidated in the Federal District Court for South Carolina,
Anderson Division.  Judge G. Ross Anderson, Jr. ordered the
plaintiffs to file a single, consolidated complaint, and the
plaintiff's attorneys filed a unified complaint on July 28, 2004.

The Plaintiffs allege that Finova funded Thaxton's aggressive
expansion by lending excessive amounts, garnering large profits
but leaving itself undersecured.  The complaint says Finova
conspired with Thaxton to sell subordinated notes mimicking bank
CDs to unsophisticated investors, without revealing the true
purpose of the notes was to pay off uncollectible portions of
Thaxton's debt to Finova.  The complaint also seeks damages
against the attorneys and accountants who aided the scheme and
helped inflate Thaxton's financial statements.  A copy of the
complaint can be obtained from the clerk's office of the court or
from Bagnell & Eason, LLC. Actions against Thaxton itself are
stayed by bankruptcy.

The complaint identifies four prospective classes, and two
plaintiffs seek to be appointed as lead plaintiffs with respect to
each class.  The classes include all noteholders except Thaxton
employees, and are differentiated by the dates the notes were
purchased.  The named plaintiffs believe they will most
effectively represent their respective classes because of the
amount of money they have invested, their active participation in
the cases over the last year, and their availability to
participate in the proceedings.  The law firms and associated
counsel have extensive experience in complex litigation and class
actions and believe they are well qualified to represent the
classes.  A Thaxton subordinated noteholder may move for
appointment as Lead Plaintiff on or before October 4, 2004.

Questions can be directed to:

      Bagnell & Eason, LLC
      PO Box 2347
      Lancaster, SC 29721
      Phone: 803-286-5055
      Fax: 803-286-7824

Headquartered in Scottsdale, Arizona, The Finova Group, Inc.,
provides commercial financing to small and midsized businesses;
other services include factoring, accounts receivable management,
and equipment leasing.  The firm has three segments: Commercial
Finance, Specialty Finance, and Capital Markets.  FINOVA targets
such markets as transportation, wholesaling, communication, health
care, and manufacturing. Loan write-offs had put the firm on shaky
ground.  The Company and its debtor-affiliates and subsidiaries
filed for Chapter 11 protection on March 7, 2001 (U.S. Bankr. Del.
01-00697).  Daniel J. DeFranceschi, Esq., at Richards, Layton &
Finger, P.A., represents the Debtors.  FINOVA has since emerged
from Chapter 11 bankruptcy.  Financial giants Berkshire Hathaway
and Leucadia National Corporation (together doing business as
Berkadia) own FINOVA through the almost $6 billion lent to the
commercial finance company.  


FISHER SCIENTIFIC: Moody's Upgrades Senior Rating to Ba2
--------------------------------------------------------
Moody's Investors Service upgraded Fisher Scientific
International, Inc.'s senior implied rating to Ba2 from Ba3 and
its issuer rating to Ba2 from B1.  The upgrades were assigned as
the merger with Apogent Technologies, Inc., has been completed.  
The rating agency also rated Fisher's new senior secured bank
facilities Ba2 and its new senior subordinated notes due 2014 at
Ba3.  The new senior subordinated notes were used primarily to
tender for Apogent's 6.5% Senior Subordinated Notes due 2013.
Fisher's existing ratings were raised as suggested in previous
press releases.  The outlook for Fisher's ratings is positive.

At the same time, Moody's lowered to Ba2 the ratings on Apogent's
existing debt securities and left them under review for possible
downgrade.  Apogent's 6.5% Senior Subordinated Notes due 2013 were
lowered to Ba3.  Apogent's senior implied and issuer ratings were
lowered to Ba2 and will be withdrawn.  The ultimate structure for
the Apogent securities remains unclear but it is unlikely that any
security would be rated higher than Fisher's prospective Ba2
senior implied rating.  Moody's review of Apogent's ratings will
also consider the extent to which Apogent's operations will be
merged into Fisher's organizational structure, the position of
Apogent's debt in the new capital structure, and an evaluation of
any support mechanisms related to Apogent's debt.  For these
reasons Apogent's ratings will not be decided until more details
are known.

Moody's ratings actions recognize Fisher's material use of equity
in its most recent large acquisitions and this demonstration of
financial prudence was a key factor in the ratings upgrade.  The
prudently levered nature of these acquisitions improves the
likelihood that enhanced cash flow generation will allow for
substantial debt reduction in the medium term.  Moody's believes
that despite risks associated with integrating the companies, the
combined company should generate significant cash flow that would
allow for significant debt reduction in the first 12-24 months.  
By merging with Apogent, Fisher will increase sales from
proprietary products, which carry better margins, to approximately
60% and significantly enhance its position in life-sciences.  In
time, Moody's expects that the combined company will be able to
reduce costs, by as much as $100 million, by eliminating redundant
functions, consolidating manufacturing capabilities, and
streamlining its distribution facilities.  Further supporting its
performance is Fisher's base of recurring revenues; approximately
80% of revenues are derived from consumables.

Fisher's financial performance is strong and has been improving; a
trend Moody's expects to continue.  Cash flow from operations has
grown from $107 million in 2000 to $218 million in 2003, a three-
year increase of over 100%.  Cash from operations for the FYE 2004
should approach $360 million and for FYE 2005 increase by 46% to
$525 million.  Improving gross margins and better working capital
management, together with acquisitions, have driven growth in cash
flow. Moody's expects gross margins to continue to improve over
the rating horizon.  The company's solid financial performance,
coupled with its expected debt repayments, will have a positive
effect on its credit profile.  The ratio of EBIT to Interest
should continue to improve, rising to near 6.0 times and leverage
-- measured as Debt to EBITDA -- should drop to below 3.0 times by
the end of 2005.

Fisher has a strong position in its market.  The company sells
more than 600,000 products and services, which it obtains from a
wide range of suppliers as well as manufactures itself, and sells
these to more than 350,000 customers.  No single customer
represents more than 2.5% of revenues.  The average order size is
about $450 per order.  The fragmented nature of its sources of
supply (6,000 vendors) as well as its customer base, coupled with
its ability to manufacture its own products, helps Fisher to
maintain and enhance gross margins.  The company's position in the
market, where it serves as an intermediary between a fragmented
supplier base and a fragmented customer base, coupled with its
ability to self-manufacture, has driven these margin trends.

The positive rating outlook reflects the favorable prospects in
Fisher's business and the significant improvement in the company's
financial performance in recent years.  Growth in the company's
revenues, operating earnings and operating margins has led to a
strengthening in the company's credit profile and we expect this
momentum to continue over the medium term.  Moody's expects any
large future acquisitions or combinations of acquisitions would be
financed in such a way as to limit a meaningful deterioration in
Fisher's credit profile.  Specifically, a ratings upgrade would be
a function of demonstrating a sustainable ratio of operating cash
flow to total debt in the range of 20%-25% and a ratio of free
cash flow to total debt of at least 15% -- both over the
intermediate term. Factors favoring a further ratings improvement
include the stability of Fisher's business and its revenues and a
longer track record managing the capital structure within an
improved credit profile.  A further positive factor would be the
prudent management of the cash balances that may be generated on a
prospective basis.

Factors limiting the ratings include the company's currently high
leverage, aggressive history of acquisitions and the potential
need, as the company grows, to complete ever larger acquisitions
to maintain growth rates.  If potential acquisitions were to move
the ratio of free cash flow to debt below 10% for an extended
period or if they were for assets outside of Fisher's core
competencies it would place negative pressure on the outlook or
the ratings.

The reasons supporting the ratings compression of one notch
between the senior and subordinated ratings include the following:
The bulk of the debt is at a single entity in the Fisher capital
structure and the senior implied rating is well placed in the Ba2
rating category.  Finally, when looking at Fisher/Apogent on an
enterprise value basis relative to the company's pro forma total
debt, Moody's believes that there is likely to be more than
adequate coverage.  Moody's notes that there is still likely to be
negative or low tangible net worth on an ongoing basis, but
believes that an evaluation of enterprise value is a more useful
measure at the Ba2 senior implied level.

The ratings actions include the following:

   Fisher Scientific International Inc.

      -- Upgrade the senior implied rating to Ba2 from Ba3;

      -- Upgrade the issuer rating to Ba2 from B1;

      -- Upgrade to Ba2 from B1 $ .4 million 7.125% senior notes
         due 12/15/2005;

      -- Upgrade to Ba2 from B1 $300 million 2.50% senior
         unsecured convertible notes due 2023;

      -- Upgrade to Ba3 from B2 $304 million 8.125% senior
         subordinated notes due 2012;

      -- Upgrade to Ba3 from B2 $300 million 8% senior
         subordinated notes due 2013;

      -- Upgrade to Ba3 from B2 $300 million 3.25% senior
         subordinated convertible notes due 2024;

   Proposed ratings adjusted to final ratings

      -- Move to Ba2 from (P) Ba2 $500 million Senior Secured
         Guaranteed Revolver due 2009;

      -- Move to Ba2 from (P) Ba2 $250 million Senior Secured
         Guaranteed US Dollar Term Loan A due 2009;

      -- Move to Ba2 from (P) Ba2 $150 million Senior Secured
         Guaranteed US Dollar Term Loan B due 2011;

      -- Move to Ba2 from (P) Ba2 $300 million Senior Secured
         Delayed-Draw US Dollar Term Loan A due 2009;

      -- Move to Ba3 from (P) Ba3 $300 million 6.75% Senior
         Subordinated Notes due 2014;

   Ratings to be Upgraded and Withdrawn

      -- Upgrade to Ba2 from Ba3 $190 million guaranteed senior
         secured revolving credit facility due 3/31/2008, ratings
         will be withdrawn;

      -- Upgrade to Ba2 from Ba3 $440 million guaranteed senior
         secured tranche C term loan due 03/31/2010, ratings will
         be withdrawn;

Ratings remaining under review for possible downgrade:

   Apogent Technologies Inc.

      -- Downgrade to Ba2 from Ba1 $300 million senior convertible
         contingent notes due 2021;

      -- Downgrade to Ba2 from Ba1 $345 million senior convertible
         contingent notes due 2033;

   Ratings to be withdrawn

      -- Downgrade to Ba2 from Ba1 senior implied, ratings will be
         withdrawn;

      -- Downgrade to Ba2 from Ba1 issuer rating, ratings will be
         withdrawn;

      -- Downgrade to Ba3 from Ba2 $250 million senior       
         subordinated notes due 2013, ratings will be withdrawn;

Fisher Scientific International, Inc., based in Hampton, New
Hampshire, distributes and manufactures an array of products to
the scientific research, clinical laboratory and industrial safety
markets, both domestic and international.  Revenues in 2003 were
approximately $3.5 billion.


FISHERS OF MEN: Wants to Hire Jameson & Associates as Counsel
-------------------------------------------------------------
Fishers of Men Christian Fellowship Church asks the U.S.
Bankruptcy Court for the Southern District of Texas for permission
to hire James B. Jameson & Associates as its bankruptcy lawyer.

The Debtor expects Mr. Jameson to provide legal advice on its
powers and duties as a Debtor-in-Possession and perform all other
necessary legal services.

The Debtor tells the Court that Mr. Jameson and his law firm
represented the Company as it prepared to file for chapter 11
protection and, in that process, the Firm gained familiarity with
the Debtor's business.

For his professional services, Mr. Jameson will bill the Debtor
his current rate of $250 per hour.

Headquartered in Houston, Texas, Fishers of Men filed for
chapter 11 protection on August 2, 2004 (Bankr. S.D. Tex. Case No.
04-41043).  James B. Jameson, Esq., represents the Debtor in its
restructuring efforts.  When the Church filed for protection from
its creditors, it listed $6,900,000 in total assets and $5,370,467
In total debts.


FOAMEX: Stockholders' Deficit Widens to $208.4 Million at June 27
----------------------------------------------------------------
Foamex International Inc. (NASDAQ:FMXI), the leading manufacturer
of flexible polyurethane and advanced polymer foam products in
North America, today announced its 2004 second quarter results.

                  Second Quarter 2004 Results

                      Sales & Gross Profit

Net sales for the second quarter of 2004 were $314.1 million, down
7% from $337.6 million in the second quarter of 2003 due to lower
volume in the Automotive segment.  Gross profit in the second
quarter of 2004 was $40.2 million, up 4% from $38.7 million in the
second quarter of 2003.  Gross profit margin for the second
quarter of 2004 was 12.8%, up from 11.5% in the second quarter of
2003.  The gross margin improvement reflects lower operating costs
and a better mix of value-added products.

                            Earnings

Income from operations was $16.7 million for the second quarter of
2004, down 20% from $20.9 million in the second quarter of 2003 as
the improved gross profit was more than offset by higher selling,
general and administrative -- SG&A -- expenses.  Results for the
2004 period also included restructuring charges of $1.7 million
associated with the closing of the New York office and a
realignment of the Automotive business.  This compares to
restructuring credits of $1.6 million recorded in the second
quarter of 2003.  Selling, general and administrative expenses for
the second quarter of 2004 were $21.8 million versus $19.3 million
in the second quarter of 2003.  The increase in SG&A expenses
primarily relates to litigation costs and higher professional
fees.  Interest and debt issuance expense for the second quarter
of 2004 was $18.6 million, a decrease from $19.4 million in the
second quarter 2003 due to lower amortization of debt issuance
costs.

Net loss for the second quarter of 2004 was $2.6 million, compared
with net income of $3.4 million in the second quarter of 2003.

At June 27, 2004, Foamex's balance sheet shows a $208.4 million
stockholders' deficit, widening from $203.1 million as of Dec. 28,
2003.

Commenting on the results, Tom Chorman, Foamex's President and
Chief Executive Officer, said: "The business climate in our
industry has become more challenging as a result of the rising
costs of raw materials and their respective feedstocks.  Based on
the actions we took earlier in the year to delay the impact of
higher chemical costs, and the continued progress of our other
profit recovery strategies, we were able to achieve another
quarter of gross margin progress.  We continue to work with our
customers to increase prices to deal with these increasing cost
pressures, while also pursuing higher margin business
opportunities, supply chain efficiencies and international growth
to advance our long-term strategy."

                      Year to Date Results

                      Sales & Gross Profit

Net sales for the first half of 2004 were $627.8 million, down 6%
from $665.8 million in the first half of 2003 as lower volumes in
the Automotive segment were only partially offset by higher
revenues in the Foam Products segment.  Gross profit was
$79.9 million, up 16% from $69.2 million in 2003, and gross profit
as a percentage of sales increased to 12.7% in 2004 from 10.4% in
2003 due to a better mix of value-added products and lower
operating costs.

                            Earnings

Income from operations was $29.9 million for the first half of
2004, down 2% from $30.5 million in the 2003 period. The
improvement in gross profit was offset by higher SG&A expenses,
primarily due to a $3.7 million bad debt charge in the first
quarter as a result of a customer bankruptcy and the litigation-
related costs and professional fees in the second quarter. Also,
results for the 2004 period included restructuring charges of $2.2
million associated with the closing of the New York office and a
realignment of the Automotive business, compared to restructuring
credits of $1.6 million during the six months of 2003.

Interest and debt issuance expense for the first half of 2004 was
$37.2 million, a 3% decrease from 2003 due to lower amortization
of debt issuance costs.

Net loss for the first half of 2004 was $4.7 million, compared to
a net loss of $7.0 million in 2003.

                  Business Segment Performance

                         Foam Products

Foam Products net sales for the second quarter of 2004 were $126.1
million, up 3% from $122.8 million in the second quarter of 2003,
primarily due to higher volumes of value-added products. Income
from operations for the second quarter of 2004 was $12.3 million,
up 13% from $10.9 million in the second quarter of 2003. The
increase primarily reflects the effect of higher volume and
improved product mix.

For the six months ended June 27, 2004, Foam Products net sales
were $260.5 million, up 8% from $241.0 million in 2003, due to
higher volumes of value-added products. Income from operations
increased to $28.6 million from $17.9 million, primarily as a
result of improved volume and product mix.

                      Automotive Products

Automotive Products net sales for the second quarter of 2004 were
$96.6 million, down 22% from $123.5 million in the second quarter
of 2003. The decrease is primarily due to lower volumes from
sourcing actions by major customers. Income from operations for
the second quarter of 2004 was $8.0 million, down 15% from $9.4
million in the second quarter of 2003, primarily due to the effect
of lower volume.

For the first six months of 2004, Automotive Products net sales
decreased 22% to $190.6 million from $244.7 million in the 2003
first half due to lower volumes from sourcing actions by major
customers. Income from operations decreased 31% to $13 million,
primarily due to lower sales volume.

                    Carpet Cushion Products

Carpet Cushion Products net sales for the second quarter of 2004
were $53.6 million, down 1% from $54.1 million in the second
quarter of 2003.  Income from operations in the second quarter of
2004 was $3.4 million as compared to $1.6 million in the second
quarter of 2003, primarily due to lower material and operating
costs.

For the first six months of 2004, Carpet Cushion Products net
sales decreased 3% to $99.7 million from $103.2 in the 2003 first
half, primarily due to volume declines. Income from operations was
$4.7 million in the first half of 2004 compared to $1.0 million
during the same period in 2003, primarily due to lower material
and operating costs.

                      Technical Products

Technical Products net sales for the second quarter of 2004 were
$31.3 million, up 2% from $30.6 million in the second quarter of
2003. Income from operations for the second quarter of 2004 was
$8.5 million, down 14% from $9.8 million in the second quarter of
2003, primarily due to negative mix and pricing effects.

For the first six months of 2004, Technical Products net sales
decreased marginally to $62.3 million from $63.0 million in 2003.
Income from operations decreased 8% to $17.3 million for the first
six months of 2004 compared to $18.7 million in the same period in
2003 primarily due to the negative mix effect.

                About Foamex International Inc.

Headquartered in Linwood, Pennsylvania, Foamex International --
http://www.foamex.com-- is one of North America's largest makers  
of polyurethane foam for carpets and furniture.  Foamex's flexible
polyurethane and polymer foams are used in mattresses, couches,
car interior trim, carpets, and industrial filters.  Its products
are sold primarily through outlets in North America, with the US
accounting for most of its sales.  Automotive supplier Johnson
Controls accounts for 12% of sales.  Other customers include
Sealy, Wal-Mart, Ford, and General Motors.  The Bank of Nova
Scotia owns 24% of Foamex, which has acquired General Foam
Corporation's New Jersey operations.


FOAMEX INTERNATIONAL: Board Adopts Stockholder Rights Plan
-----------------------------------------------------------
Foamex International's Board of Directors adopted a stockholder
rights plan on August 5, 2004.  The plan is intended to protect
and maximize the value of shareholders' interests in the event of
an unsolicited offer.

Commenting on the Stockholder Rights Plan, Raymond E. Mabus, Jr.,
Chairman of the Board, stated: "By adopting a stockholder rights
plan, Foamex has taken proactive steps to ensure that the Board
and stockholders have a reasonable amount of time to consider any
offers for the Company's stock, as well as to give the Board more
time to consider other alternatives to maximize shareholder value.
Foamex is not adopting the rights plan in response to any specific
effort to acquire control of the Company and is presently unaware
of any takeover plans.  In fact, this rights plan is similar to
plans adopted by other companies as it is designed to make certain
the Foamex Board has the ability to negotiate the terms and
conditions of any acquisition of a substantial block of stock by
third parties."

Under the rights plan, each common shareholder will receive a
dividend of one preferred share purchase right for each share of
Common Stock held of record at the close of business on August 16,
2004.  Each Right entitles its holder to purchase from the Company
one one-thousandth of a share of a new series of preferred stock
at an exercise price of $20.00.

The Rights will become exercisable only if a person or group
beneficially acquires 20% or more of the stockholder voting power
of Foamex or if a person or group announces a tender offer which,
if consummated, would result in such person or group beneficially
owning 20% or more of such voting power, in either case without
the approval of the Foamex Board.  The Board of Directors may, at
its option, redeem the Rights at $0.001 per Right or amend the
rights plan within a certain period of time before the rights
become exercisable.

Under most circumstances involving an acquisition by a person or
group of 20% or more of the stockholder voting power of Foamex,
and in which the Rights become exercisable, each Right will
entitle its holder (other than such person or group), in lieu of
purchasing preferred stock, to purchase Common Stock of the
Company at a 50% discount.  In addition, in the event of certain
business combinations following such an acquisition, each Right
will entitle its holder to purchase the Common Stock of an
acquirer of the Company at a 50% discount.

Unless earlier redeemed, exercised or exchanged, the Rights will
expire on August 4, 2014.  The distribution of the Rights will not
be taxable to stockholders.  A summary of the rights plan will be
mailed to stockholders of Foamex International Inc. and a Current
Report on Form 8-K will be filed in connection with the adoption
of the rights plan.

This new stockholder rights plan required prior consent from the
lenders under:

(A) a Credit Agreement, dated as of August 18, 2003, with:

     * SILVER POINT FINANCE, LLC, as Administrative Agent
     * TRS THEBE, LLC
     * SIL LOAN FUNDING LLC
     * A3 FUNDING LP (by A3 Fund Management LLC) and
     * SPECIAL SITUATIONS INVESTING GROUP, INC.

     and

(B) a Credit Agreement, dated as of August 18, 2003, with:

     * BANK OF AMERICA, N.A., Individually and as Administrative
          Agent
     * GENERAL ELECTRIC CAPITAL CORPORATION
     * BANK ONE, NA (Main Office Chicago)
     * THE CIT GROUP/COMMERCIAL SERVICES, INC.
     * CONGRESS FINANCIAL CORPORATION (CENTRAL)
     * STATE OF CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM
     * ORIX FINANCIAL SERVICES, INC. and
     * WELLS FARGO FOOTHILL, LLC

Both groups of lenders gave their consent in June 2004.

                About Foamex International Inc.

Headquartered in Linwood, Pennsylvania, Foamex International --
http://www.foamex.com-- is one of North America's largest makers  
of polyurethane foam for carpets and furniture.  Foamex's flexible
polyurethane and polymer foams are used in mattresses, couches,
car interior trim, carpets, and industrial filters.  Its products
are sold primarily through outlets in North America, with the US
accounting for most of its sales.  Automotive supplier Johnson
Controls accounts for 12% of sales.  Other customers include
Sealy, Wal-Mart, Ford, and General Motors.  The Bank of Nova
Scotia owns 24% of Foamex, which has acquired General Foam
Corporation's New Jersey operations.

At June 27, 2004, Foamex's balance sheet shows a $208.4 million
stockholders' deficit, widening from $203.1 million as of Dec. 28,
2003.


FRIEDMAN'S INC: Embarks on Financial Restructuring with Farallon
----------------------------------------------------------------
Friedman's Inc. (OTC: FRDM), the Value Leader in fine jewelry
retailing, has entered into a commitment letter with Farallon
Capital Management, L.L.C., an affiliate of one of the lenders
under the Company's existing secured credit facility, which could
provide as much as $25 to $30 million of additional availability
to the Company under its credit facility.

The commitment is subject to the satisfaction of numerous
conditions, including:

   -- the approval of the lenders under the Company's existing
      secured credit facility;

   -- the satisfactory completion of ongoing due diligence;
      negotiation and execution of definitive documentation; and

   -- the satisfaction of customary closing conditions.

The commitment provides for a new layer of financing as part of a
restructuring of Friedman's senior credit facility, together with
a program that requires continued support from Friedman's vendors
over the next year.  The extent to which the Company will be able
to draw upon the full amount of additional availability will
depend upon, among other things, the Company's ability to enter
into vendor support agreements acceptable to the Company and its
lenders.

"Since joining the Company six weeks ago I have spoken with our
lenders and many of our vendors and other key constituents, and
have appreciated the expressions of support toward a financial
restructuring; our focus now is to bring this agreement to
fruition," said Friedman's CEO, Sam Cusano.  Mr. Cusano noted that
a key aspect of this restructuring effort is vendor support.
"Clearly, our vendors have been great partners in the past," he
added. "We now need to obtain our vendors' firm commitment to help
us make this restructuring a success."

Under the proposed Amended and Restated Credit Facility, a portion
of the additional availability would be reserved pending
implementation of a vendor support program.  At the Company's
request, a group of its largest vendors have organized an informal
committee and retained counsel to facilitate the implementation of
the Company's vendor support program, which would involve a
restructuring of outstanding amounts owed as well as the
restoration of trade terms.  The Company has already met with many
of its largest vendors and expects these discussions to continue
with the assistance of the informal committee.

The Amended and Restated Credit Facility would provide for total
commitments of $135 million comprised of a $75 million senior
revolving loan and a $60 million junior term loan.  While the
amount of the total commitment is notionally less than the $150
million under the current credit facility, the institution of
reserves under the existing credit facility has made approximately
$40 million of the approximately $124 million of current funding
permitted under the borrowing base in the existing credit facility
unavailable to the Company.  Friedman's believes that the revised
terms and structure of the facility, together with vendor support,
should provide adequate liquidity to move forward, assuming that
the required agreements with the Company's lenders and vendors can
be reached over the next month or so to provide adequate time to
obtain the inventory required for Friedman's holiday season sales
plan.

The Company has deferred most current payments to vendors over the
last sixty days and many key vendors have reduced, delayed or
suspended merchandise shipments to the Company during that time.
The Company's management is working with its lenders, vendors and
other key stakeholders to develop a restructuring plan which
includes the proposed refinancing that should provide adequate
liquidity for the Company and stabilize operations going forward
if completed on a timely basis.  However, as there is no assurance
that this will occur, and in order to pursue all appropriate paths
to maximize the Company's business value for its stakeholders, the
Company may need to consider alternative restructuring scenarios
including in the context of a judicial reorganization. While the
refinancing commitment letter announced today is the Company's
preferred path to address the Company's liquidity requirements,
these other alternative restructuring alternatives will be
explored as necessary on a contingency basis.

Separately, the Company also announced that Peggy Brockschmidt has
resigned as a member of the Board of Directors. Chairman Allan
Edwards said, "We appreciate Peggy's willingness to serve during
this transition period while we rebuild our board and our senior
management team. We thank her for her service and contributions to
the board."

Friedman's Inc. is a leading specialty retailer of fine jewelry
based in Savannah, Georgia. The Company is the leading operator of
fine jewelry stores located in power strip centers. At December
29, 2003, Friedman's Inc. operated a total of 710 stores in 20
states, of which 482 were located in power strip centers and 228
were located in regional malls. Friedman's Class A Common Stock is
traded on the New York Stock Exchange (NYSE Symbol, FRM). As of
December 8, 2003, Crescent Jewelers, the Company's west coast
affiliate, operated 179 stores in six western states, 102 of which
were located in regional malls and 77 of which were located in
power strip centers. On a combined basis, Friedman's and Crescent
operate 889 stores in 25 states of which 559 were located in power
strip centers and 330 were located in regional malls.

                         *     *     *

As reported in Troubled Company Reporter's January 2, 2003  
edition, the Company was notified by its lenders that it is in  
default under certain provisions of its credit agreement.  The
Company's lenders continue to provide the Company with the  
benefits of its credit agreement, with certain limited exceptions,  
although they have the right to terminate their support at any  
time.

The company's most recently published balance sheet -- dated
June 28, 2003 -- shows $496 million in assets and $190 million in
liabilities.  The Company explains that its year-end closing
process was delayed because of an investigation by the Department
of Justice, a related informal inquiry by the Securities and
Exchange Commission, and its Audit Committee's investigation into
allegations asserted in a August 13, 2003, lawsuit filed by
Capital Factors Inc., a former factor of Cosmopolitan Gem
Corporation, a former vendor of Friedman's, as well as other
matters.  Ernst & Young has been working on a restatement of the
company's financials.  The company's signaled that a 17% or
greater increase to allowances for accounts receivable can be
expected.  

Also, Friedman's Inc. has been notified that the New York Stock
Exchange (NYSE) has made a determination to delist the company's
Class A Common Stock that traded under the ticker symbol FRM on
the NYSE effective May 11, 2004. Friedman's is evaluating an
appeal of the decision of the NYSE.

The Company noted that while it is disappointed with the NYSE's  
decision, the delisting from the Exchange does not affect  
Friedman's day-to-day business operations. The Company also noted  
that although its common stock is not eligible for trading on the  
NASD over-the-counter bulletin board (OTC), the Company  
understands that market makers have independently begun to make a  
market in the company's common stock on the Pink Sheets under the  
symbol "FRDM."


GLOBAL CROSSING: Campbell Cries Fraud and Demands Judgment
----------------------------------------------------------
Daniel R. Lapinski, Esq., at Squitieri and Fearon, LLP, in
Morristown, New Jersey, relates that shortly after the Global
Crossing filed for chapter 11 protection, the Securities and
Exchange Commission conducted a formal investigation into the
concurrent transactions for the purchase and sale of
telecommunications capacity and services between Global Crossing
Limited and certain of its carrier customers.  The investigation
into Global Crossing's accounting was followed by investigations
by the U.S. Department of Justice and the U.S. Department of
Labor, as well as numerous shareholder lawsuits.

On December 9, 2003, after nearly two years in bankruptcy, Global
Crossing emerged from Chapter 11.  Global Crossing's Plan included
the cancellation of existing preferred and common stock.  The
holders of these previously publicly traded securities received no
consideration under the Plan.  Pursuant to the Plan, Global
Crossing issued 61.5% of the equity or 18 million shares of new
preferred stock and 6.6 million shares of new common stock to
Singapore Technologies Telemedia in consideration for its
$250 million equity investment in the new Global Crossing.  The
remaining 38.5% of the equity or 15.4 million shares of the new
common stock was distributed to Global Crossing's former secured
and unsecured creditors.

Even as Global Crossing slogged its way through bankruptcy,
several of its former officers and directors faced shareholder
lawsuits alleging that Global Crossing's financial statements for
the period preceding its bankruptcy filing were false and
misleading because these financial statements counted as revenue
the value of fiber optic bandwidth capacity received from other
telecommunications concerns in connection with "swaps" of
indefeasible rights of use.  In addition, Global Crossing faced
investigations by the SEC, the Department of Justice, and the
Department of Labor.

Thus, even though Global Crossing had been given a "fresh start"
by the bankruptcy courts, the shadow of its past alleged
accounting frauds still hung over it, and whether Global
Crossing's reported financial results and management could be
trusted was a crucial material fact for investors.

Mr. Lapinski notes that due to lingering questions concerning its
trustworthiness, Global Crossing made material representations in
its public SEC filings concerning the steps it had purportedly
taken to improve its internal controls.  In its Annual Report for
2002 filed with the SEC on December 8, 2003, Global Crossing
reported a $635 million net income, based on costs including
accrued cost of access charges totaling $2.2 billion.  Global
Crossing further caused to be incorporated into the 2002 Annual
Report the unqualified opinion of its auditors Grant Thornton,
LLP, that Global Crossing's financial statements "present fairly,
in all material respects, the financial position of Global
Crossing Ltd. (in provisional liquidation in the Supreme Court of
Bermuda) and subsidiaries as of December 31, 2002 and 2001 . . ."

In its 2003 Annual Report, Global Crossing disclosed a $24.7
billion net income, based on costs including accrued cost of
access charges totaling $1.9 billion.  Mr. Lapinski states that
some Statements in the 2003 Annual Report were false, and were
rendered materially misleading due to Global Crossing's omission
to disclose that its internal accounting controls suffered from
material weaknesses.  On April 2, 2004, Global Crossing announced
that its accountants resigned but gave no indication whether the
resignation was related in any way to actual or potential
questions concerning the reliability of its financial statements.

On April 27, 2004, Global Crossing announced that it is conducting
a review of its previously reported financial statements for years
ended December 31, 2003 and 2002, including interim periods.  The
market reacted with shock to this news, sending Global Crossing
shares tumbling over 40% in intra-day trading.

On April 29, 2004, Global Crossing stated, in a SEC filing, that
Grant Thornton is withdrawing its audit reports dated
March 8, 2004, December 23, 2003 and September 10, 2003, and
certain financial statements for various periods.  After the
disastrous announcement, Global Crossing share price went into a
free fall, sinking as low as $7.15 per share on April 30, 2004,
down from a class period high of $34.

Mr. Lapinski tells the U.S. District Court for the District of New
Jersey that Eva Campbell and certain other persons acquired shares
of Global Crossing at an artificially inflated price within the
period between December 9, 2003 and April 30, 2004.  The
acquisition of the shares caused damages to Ms. Campbell and to
the other Class members.

During the Class Period, Global Crossing, Chief Executive Officer
John J. Legere, Executive Vice President and Chief Financial
Officer Daniel O'Brien, and Directors E.C. Aldridge, Jr., Donald
L. Cromer, Archie Clemins, Richard R. Erkeneff and Peter Seah Lim
Huat made representations and omissions of material fact,
including:

   -- understating the sums paid by Global Crossing to gain
      access to other companies' telephone and data networks by
      at least $50 million during the years 2002 and 2003;

   -- affirmatively misrepresenting the stability and reliability
      of Global Crossing's internal accounting controls
      implemented as a result of Global Crossing's previously
      alleged accounting frauds;

   -- materially overstating Global Crossing's net income for
      2002 and 2003; and

   -- failing to disclose that Global Crossing's internal
      accounting controls suffered from material weaknesses.

The Individual Defendants signed Global Crossing's Annual Report
in the SEC Form 10-K for 2003.

Mr. Lapinski asserts that the Individual Defendants, by their
high-level positions at the company, acted with scienter in that
they knew that the statements issued and disseminated by Global
Crossing were materially false and misleading, or that the
statements were made and distributed to the investing public with
reckless disregard for facts that Global Crossing either knew of
should have known.

According to Mr. Lapinski, the persons who acquired Global
Crossing stocks within the Class Period are so numerous that
joinder of all members is impracticable.  There were 22 million
shares of Global Crossing common stock issued and outstanding as
of March 26, 2004.

Thus, Ms. Campbell asks the New Jersey District Court to declare
her action to be a class action pursuant to Rule 23(a) and (b)(3)
of the Federal Rules of Civil Procedure, and to certify her as
class representative of the Class and her counsel as class
counsel.  In addition, Ms. Campbell seeks damages against Global
Crossing and the Individual Defendants, jointly and severally,
including disgorgement of all unjust enrichment, for damages
suffered as a result of their violation of the securities law.

Ms. Campbell also asks the New Jersey District Court to award her
and the Class judgment interest, and their reasonable attorney's
and expert witness fees and other costs.

Headquartered in Florham Park, New Jersey, Global Crossing Ltd.
-- http://www.globalcrossing.com/-- provides telecommunications  
solutions over the world's first integrated global IP-based
network, which reaches 27 countries and more than 200 major cities
around the globe. Global Crossing serves many of the world's
largest corporations, providing a full range of managed data and
voice products and services. The Company filed for chapter 11
protection on January 28, 2002 (Bankr. S.D.N.Y. Case No. 02-
40188). When the Debtors filed for protection from their
creditors, they listed $25,511,000,000 in total assets and
$15,467,000,000 in total debts.  Global Crossing emerged from
chapter 11 on Dec. 9, 2003. (Global Crossing Bankruptcy News,
Issue No. 63; Bankruptcy Creditors' Service, Inc., 215/945-7000)


GLOBAL DIGITAL: Secures $3 Mil. Convertible Financing from Laurus
-----------------------------------------------------------------
Global Digital Solutions, Inc. (OTC BB:GDSI), which specializes in
advanced communications solutions, secured a $3 million
convertible financing facility from Laurus Master Fund, Ltd., a
New York-based institutional fund that specializes in direct
investments in growing, small capitalization companies.

"We are very pleased to have formed this strategic alliance with
Laurus Funds," commented Jerome C. Artigliere, CEO/President of
Global Digital.  "The financing facility will underpin our core
growth and M&A initiatives and allow us to restructure our debt
into a financing arrangement that will support our existing
efforts to raise funds in the equity markets.  As we move forward,
I believe this relationship with Laurus will prove to be a major
milestone in our corporate evolution."

The financing facility is a three-year, revolving fixed price
convertible note that bears an interest rate of prime plus 8%;
provided that such interest rate will be reduced to prime plus 3%
upon completion of an equity raise satisfactory to Laurus Funds.
The structure allows for portions of the outstanding balance to be
converted into equity, thereby increasing the funding amounts
available to the Company. Additional details about the transaction
can be found in the Company's forthcoming 8-K filing.

               About Global Digital Solutions, Inc.

Global Digital Solutions, Inc., (GDSI) is headquartered in West
Palm Beach, Florida. On January 8, 2004, GDSI acquired San Marcos,
CA-based Pacific ComTel -- http://www.pacificcomtel.com/-- a  
telecommunications carrier/integrato.In pursuing the lucrative
U.S. Government contract marketplace, GDSI has identified three
key industry segments: Communications; Security; and Services.
GDSI's business plan calls for generating 70% of its revenues from
government contracts and 30% from private sector services.

                           *   *   *

                   Liquidity & Capital Resources

In its Form 10-QSB for the quarterly period ended March 31, 2004,
filed with the Securities and Exchange Commission, Global Digital
Solutions, Inc. reports:

Global Digital requires additional capital in order to meet its
ongoing corporate obligations and in order to continue and expand
its current and strategic business plans.

Global Digital has generated significant losses from operations,
and has experienced declining revenues and profit margins.   
Additionally, Global Digital has negative tangible net worth at
March 31, 2004. Global Digital has been unable to bid on certain
contracts because they have been unable to obtain the required
bonding, which is unavailable due to Global Digital's poor
financial position.


GLOBAL EXECUTION: Fitch Gives 'BB+' Rating to Class E Notes
-----------------------------------------------------------
Fitch Ratings expects to rate Global Execution Auto Receivables
Securitization (GEARS) 2004-A as follows:

-- Class A-IO fixed-payment asset-backed notes 'F1+';
-- $375,400,000 1.750% class A-1 asset-backed notes 'F1+';
-- $105,000,000 floating-rate class A-P asset-backed notes 'AAA';
-- $521,700,000 2.470% class A-2 asset-backed notes 'AAA';
-- $547,200,000 3.070% class A-3 asset-backed notes 'AAA';
-- $305,700,000 3.550% class A-4 asset-backed notes 'AAA';
-- $32,912,000 floating-rate class B-1 asset-backed notes 'AA';
-- $12,088,000 floating-rate class B-2 asset-backed notes 'AA';
-- $35,000,000 floating-rate class C asset-backed notes 'A+';
-- $55,000,000 floating-rate class D asset-backed notes 'BBB';
-- $10,000,000 floating-rate class E asset-backed notes 'BB+'.

The securities are backed by $2.0 billion in retail installment
sale contracts secured by new and used automobiles, light-duty
trucks, and vans indirectly originated and currently serviced by
Bank of America, N.A. (BANA; rated 'F1+/AA-' by Fitch).

The expected ratings on the securities are based on the quality of
the receivables, initial credit enhancement for the class A notes
of 8.25% (provided by 7.25% subordination and 1.00% fully funded
reserve account), availability of excess spread to fund the
reserve account to its target level of 1.75% of the current
collateral balance, strength of the swap counterparty and the
terms of the swap agreements in the transaction, and the
transaction's sound legal and cash flow structure.  Each class A
notes and class B-1 notes are denominated in U.S. dollar, while
the remainder of the securities are denominated in Euros. All
class A notes (except for class A-P) bear fixed-interest rates,
and the rest of the bonds bear floating interest rates.

Like most auto loans securitizations, risks to investors include
poor asset performance, receivership/insolvency of the
seller/servicer and manufacturers, and economic weakness.  Fitch
is of the opinion that the quality of both the receivables and the
obligors, coupled with the available structural credit
enhancement, enable the noteholders and equityholders to receive
full payments of interest and principal in accordance with the
terms of the transaction documents.

Interest on the securities is distributed monthly, commencing
Sept. 15, 2004.  Principal is allocated on a modified pro rata
basis, starting with class A-IO notes, A-1 notes, and A-P notes.
When class A-1 is paid in full (after approximately six months
under base case assumptions), the remaining class A, B, and C
notes amortize according to their pro rata share.  The preferred
shares receive capital distribution only after all classes of
notes are paid in full.  The payment priority can switch to
sequential if any of the following three events occur: event of
default; breach of the cumulative net loss trigger; or 10% clean-
up call option is not exercised by the servicer.

The pool contains 50.86% new automobiles and light-duty trucks and
has a weighted average annual percentage rate of 6.69%.  The high
credit quality of the borrowers is evidenced by the high weighted
average Fair, Isaac & Co., Inc. score of the receivables and
historical performance. With a WA original term of 64.69 months
and a remaining term of 53.55 months, the transaction benefits
from 11.4 months of seasoning. Consistent with a recent industry
trend of longer original term loans, the majority of loans in
GEARS contains terms exceeding 60 months.  Out of the 53.88% of
loans with terms between 61 and 84 months, GEARS contains 3.44% of
loans between 73 and 84 months.

BANA has exhibited continued improvement in its U.S.-managed
portfolio. Both delinquencies and net losses are down when
compared with years ending December 1999 and 2000. As of March 31,
2004, total delinquencies reached their lowest point at 1.34%, and
net losses were at 0.91%.


GROUPE BOCENOR: Quebec Superior Court Ratifies BIA Proposal
-----------------------------------------------------------
The Superior Court of Quebec has ratified Groupe Bocenor, Inc.'s
proposal to its unsecured creditors on June 11, 2004 pursuant to
the Bankruptcy and Insolvency Act of Canada, which was approved by
the creditors on July 14, 2004.

The Company did not disclose the details of the proposal.  Groupe
Bocenor indicated last month that, subject to successful
refinancing talks with a financial institution and regulatory
approvals, its two principal shareholders, Fonds de solidarite des
travailleurs du Quebec (F.T.Q.) and 3264289 Canada Inc. agreed to
make a $14,000,000 equity investment in the Company.  

Groupe Bocenor, Inc., is a manufacturer and distributor of a
complete line of windows and doors. The company sells its products
in Quebec, the Maritimes, Ontario and U.S.A, under the Bonneville
Windows and Doors and Polar Windows and Doors trade marks. The
Multiver division manufactures sealed units and commercial glass.


HIGHWATER 20 LLC: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Highwater 20 LLC
        25010 Rey Alberto Court
        Calabasas, California 91302

Bankruptcy Case No.: 04-15206

Chapter 11 Petition Date: August 3, 2004

Court: Central District of California

Judge: Geraldine Mund

Debtor's Counsel: Lewis R. Landau, Esq.
                  3564 Calabasas Road #104
                  Calabasas, CA 91302
                  Tel: 888-822-4340

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 6 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
David Gill, Trustee           Litigation claim           Unknown
                              for money

HAR, LLC                      Investment                 Unknown

Highwater Glad, LLC           Investment                 Unknown

Dahas Earthworks              Trade                      Unknown

Land Tech Engineering Inc.    Trade                      $12,450

Marshack Schulman             Legal Fees                 $35,000


HIGHWOODS: Moody's Puts Ba1 Debt Rating on Review & May Downgrade
-----------------------------------------------------------------
Moody's Investors Service has placed the ratings of Highwoods
Properties, Inc. (senior unsecured debt at Ba1) on review for
possible downgrade following Highwoods' announcement that it will
restate its financial results for 1999 through 2003, as well as
for the first quarter 2004, primarily due to adjustments relating
to accounting for prior real estate sales transactions and due to
reclassifications related to discontinued operations.  Moody's
review will evaluate the effects of these restatements on
Highwoods business, as well as the REIT's financial and operating
controls.

As part of its capital recycling program, Highwoods completed
approximately 150 real estate transactions during the last five
years.  Approximately 6% of those transactions involved sales
where the REIT retained a partial ownership interest or had
continuing involvement with the properties.  Such involvement
included either a guarantee of a return on investment, a guarantee
of partial rental income from specific tenants, seller financing,
or, in one instance, a 97% fair market value put option granted to
the buyer.  In its historical financial statements, these
transactions were accounted for as sales, and a portion or all of
the resulting gains from these transactions were deferred because
of the continuing involvement.  Adjustments will be made with
respect to the accounting treatment for certain of those
transactions where Highwoods had some form of continuing
involvement to comply with the guidance of SFAS No. 66.  For three
of the transactions, the largest of which is the late 2000 sale of
properties into the previously disclosed MG-HIW, LLC joint
venture, Highwoods will adjust its consolidated financial
statements to account for these three transactions as financing or
profit-sharing arrangements, rather than as sales.  Accordingly,
the assets, related liabilities and operations will be included in
the REIT's consolidated financial statements.  In the other
instances, the transactions will continue to be reported as sales,
but the timing and amount of gain recognition will change due to
Highwoods' continuing involvement.  This treatment is in
accordance with SFAS No. 66.

Moody's remarked that the factors that might cause a confirmation
of Highwoods' Ba1 senior debt rating at a stable outlook would
include:

   (1) resolution and completion of regulatory filings along with
       no further restatements during the auditors' review; and

   (2) regaining confidence in financial and operational controls.

The following securities have been placed on review for downgrade:

   Highwoods Realty Limited Partnership

      -- Senior debt at Ba1, Senior debt shelf at (P)Ba1;

   Highwoods Properties, Inc.
   
      -- Cumulative preferred stock at Ba2; and

      -- Cumulative preferred stock shelf at (P)Ba2

Highwoods Properties, Inc. [NYSE: HIW], headquartered in Raleigh,
North Carolina, USA, is a Real Estate Investment Trust (REIT) and
one of the largest developers and owners of Class A suburban
office and industrial properties in the Southeastern USA.  As of
June 30, 2004, the REIT owned or had an interest in 527 in-service
office, industrial and retail properties encompassing
approximately 41.6 million square feet.


ITSV, INC.: Trustee Files Sweeping $151 Million Fraud Suit
----------------------------------------------------------
Pratter & Young, Attorneys, filed a complaint in the United States
Bankruptcy Court on behalf of a U.S. Bankruptcy Court Trustee,
Howard M. Ehrenberg, against iPayment Inc. (Nasdaq:IPMT), its
Chairman, Greg Daily, C.E.O. Carl Grimstad, and C.F.O. Robert
Torino, along with other companies, law firms, accounting firms
and individuals, for $151,000,000.

ITSV, Inc., filed for bankruptcy protection on July 26, 2002
(Bankr. C.D. Calif. Case No. 02-31259).  The Bankruptcy Clerk in
Los Angeles notified creditors of a possible dividend in ITSV's
case and the need to file proofs of claim in early May 2004.  The
Chapter 7 Trustee overseeing the liquidation is:

     Howard M. Ehrenberg, Esq.
     SULMEYER KUPETZ BAUMANN & ROTHMAN
     333 South Hope St., 35th Floor
     Los Angeles, CA 90071-1406
     Telephone (213) 626-2311  

The Trustee's lawsuit alleges that in 2002 iPayment and its
officers perpetrated fraud, with the help of their accountants and
law firms, against various individuals and corporations, when they
formed the company and failed to disclose to potential investors
and creditors of the predecessor companies the true nature of
evaluations in compliance with the Sarbanes Oxley Act, and other
statutes in effect at the time, which require full disclosure to
investors before public offerings.

Commenting on the announcement, Attorney Michael S. Pratter said:
"We are disappointed to report the failure of our concerted and
repeated efforts to resolve a dispute between the Trustee and
iPayment.  It became necessary to file this significant suit for
redress and damages against those officers, directors,
accountants, and law firms involved in the formation of iPayment."

The suit was filed for treble damages totaling $151 million on the
grounds that the company was formed by a conspiracy between the
named defendants to mislead and defraud the public in the
evaluation of the company in its inception in order to gain a much
more significant share of the initial founders' stock.  Pratter
added: "In keeping with our stated objectives, we hope that in the
long-term, the company will not be adversely affected by this
litigation.  However, should the Trustee be successful, it could
not only result in a substantial decrease in the market cap of the
company but the very existence of the company could be
undermined."

"The stock of the iPayment is trading currently at $40.40 per
share and earned a dividend of $.32 per share this quarter.  
Estimates are that the suit will result in a charge against
earnings and a reduction of the market cap of $668,000,000 by at
least 20-30% in the first quarter of 2005," Messrs. Ehrenberg and
Young stated in a press release distributed Friday afternoon.

Further, the company's original attorneys and accountants, the
defunct firms of Brobeck, Harrison and Phelger, LLP, and Arthur
Anderson LLP, have been joined in the suit along with their
successors, Morgan Lewis and Ernst & Young.  All these advisors
are accused of furthering and participating in the conspiracy to
assert a lower market cap to investors based upon an
unrealistically low evaluation, all of which enabled Grimstad,
Daily, and a group of insiders to gain a larger share of the
company after going public.  The suit alleges that just two months
prior to evaluating the company at $.37 per share, Auerbach & Co.
made an offer for the company for $7.00 per share which the
Defendants, these officers and directors of iPayment, turned down.

Robert J. Young, Esq., of Pratter and Young, Special Counsel to
the Trustee, added: "In today's business climate, with the
successful prosecution of the principals of Enron, Tyco and
Worldcom, this litigation is but another revelation of greed and
avarice gone amok.  The public must be made aware of who they are
dealing with and the potential problems in companies they may
choose to invest with.  It was only a matter of time before these
skeletons would be discovered in iPayment's closet.  It is the
Trustee's hope that by bringing this litigation, we will correct
the serious transgressions that these businessmen believe they can
get away with."

ITSV, Inc., the Debtor, is represented by:

     Daniel I. Barness, Esq.
     SPIRO MOSS BARNESS HARRISON BARGE
     11377 W. Olympic Blvd., 5th Floor
     Los Angeles, CA 90064-1683
     Telephone (310) 235-2468  

iPayment, Inc., based in Nashville, Tenn., says the lawsuit and
the underlying allegations are without merit, and the company
intends "to vigorously defend against them."   iPayment provides
credit and debit card-based payment processing services to over
95,000 small merchants across the United States. iPayment's
payment processing services enable merchants to process both
traditional card-present, or "swipe," transactions, as well as
card-not-present transactions, including transactions over the
internet or by mail, fax or telephone.


JOHN RICHARDS: Court Upholds $6.4M Judgment Against Kevin Adell
---------------------------------------------------------------
The Honorable Paul V. Gadola, sitting in the U.S. District Court
for the Eastern District of Michigan, has upheld a decision by The
Honorable Steven W. Rhodes, Chief Bankruptcy Judge for the Eastern
District of Michigan, awarding $6.4 million to Bingham Farms,
Michigan-based John Richards Homes Building Co., LLC, a leading
builder of custom luxury homes in southeastern Michigan.

The detailed 35-page opinion issued today upholds a landmark
$6.4 million judgment awarded against broadcasting executive Kevin
Adell, including $2 million in punitive damages, the largest
reported award in the history of a bankruptcy court.

Judge Gadola found that "the record establishes that Mr. Adell
vindictively used the involuntary petition to inflict the highest
degree of harm" on John Richards Homes.  He ruled that the award
of $2 million in punitive damages in particular was "an
appropriate award given Mr. Adell's unprecedented use of the
involuntary bankruptcy process to intentionally inflict injury as
well as his actions to exacerbate the impact of this injury."

"We are gratified that the district court has upheld this
judgment, has vindicated our company's good name and reputation,
and has determined that our company must be compensated for the
tremendous harm that we have suffered," said John Shekerjian,
president of John Richards Homes.  "We look forward to focusing
our energies on our business of building the finest luxury homes
in southeastern Michigan."

The Involuntary Chapter 7 Petition was filed against John Richards
Homes Building Co., LLC, June 24, 2002 (Bankr. E.D. Mich. Case No.
02-54689) and dismissed the following month.  Norman C. Ankers,
Esq., at Honigman Miller Schwartz and Cohn in Detroit, represents
John Richards Homes.


J.A. JONES: Parties Have Until Tomorrow to Object to Plan
---------------------------------------------------------
On June 28, 2004, the United States Bankruptcy Court for the
Western District of North Carolina approved the Second Amended and
Restated Disclosure Statement for the Second Amended and Restated
Joint Chapter 11 Plan of Liquidation of J.A. Jones' and certain of
its debtor-subsidiaries.

The Honorable Craig Whitley will convene a hearing to consider
confirmation of the Debtors' plan on August 18, 2004 at 9:30 a.m.,
in Charlotte.

Any objections to the Plan must be filed with the Clerk of Court  
no later than 4:00 p.m. tomorrow, August 10, 2004.  Copies of
those objections must be served on:

     Counsel to the Debtors:   

          John P. Whittington, Esq.  
          Patrick Darby, Esq.  
          Bradley Arant Rose & White LLP
          One Federal Place
          1819 Fifth Avenue
          Birmingham, Alabama 35203

               - and -  
  
          W.B. Hawfield, Jr., Esq.  
          Moore & Van Allen PC
          100 North Tryon Street, Suite 4700
          Charlotte, North Carolina 28202
  
     Counsel to Deutsche Bank:
  
          Gregg M. Galardi, Esq.  
          Skadden, Arps, Slate, Meagher & Flom LLP
          One Rodney Square
          P.O. Box 636
          Wilmington, Delaware 19899
  
     Counsel to American Home Assurance Company:   

          Filiberto Agusti, Esq.  
          Steptoe & Johnson, LLP  
          1330 Connecticut Avenue  
          NW, Washington, DC 20036

     Counsel to Fireman's Fund Insurance Company:
  
          Lewis S. Rosenbloom, Esq.
          James Shein, Esq.
          McDermott, Will & Emery
          227 West Monroe  
          Chicago, Illinois 60606
  
     Counsel to Unsecured Creditors Committee:
  
          Edward I. Ripley, Esq.
          Baker & Hostetler LLP
          1000 Louisiana, Suite 2000
          Houston, Texas 77002-5009

     Office of the Bankruptcy Administrator:
   
          John Bramlett, Esq.
          402 West Trade Street, Room 200
          Charlotte, North Caroline 28202

Headquartered in Charlotte, North Carolina, J.A. Jones, Inc., was
founded in 1890 by James Addison Jones. J.A. Jones is a subsidiary
of insolvent German construction group Philipp Holzmann and a
holding company for several US construction firms.  The Company
filed for chapter 11 protection on September 25, 2003 (Bankr.
W.D. N.C. Case No. 03-33532).  John P. Whittington, Esq., at
Bradley Arant Rose & White LLP and W. B. Hawfield, Jr., Esq., at
Moore & Van Allen represent the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed debs and assets of more than $100 million
each.


JACKSON PRODUCTS: Reorganized Company Amends Credit Facilities
--------------------------------------------------------------
Jackson Products, Inc., amended its senior credit facilities
reducing its annual interest expense by over $2 million.  The
amendments are to its $30 million Revolving Loan and $11 million
Term A loan with CIT Business Credit, a unit of CIT Group Inc.
(NYSE: CIT), and its $40 million Term B loan with Regiment Capital
Advisors. Among other modifications, the amendments:

   -- Reduce the interest rates on its $30 million Revolving Loan,
      Term A loan and Term B loan;
   
   -- Increase the Company's Term A loan to $20 million from $11
      million; and

   -- Allow for a $15 million prepayment of its Term B loan.

"The amended agreements substantially reduce our cash interest
expense and position the Company with attractive rates to
accommodate future growth opportunities," stated David Gilchrist,
Jackson Products' Chief Executive Officer. "The new terms reflect
the improved operating performance of the Company and the
elimination of a number of uncertainties that existed when we
closed the original agreements in February."

The Company's revenues for the first six months of 2004 grew to
$94.9 million, an increase of 4.1% over the same period of 2003.
Additionally, earnings before interest, taxes, depreciation and
amortization (EBITDA) grew 14.6% to $13.2 million for the first
half of 2004.

"This amendment demonstrates the great support we have received
from CIT and Regiment since we began our relationship," added
Michael Pruss, Jackson Products' Chief Financial Officer. "Their
confidence in our business and our ability to perform was key to
achieving the pricing and new terms less than six months after our
restructuring. We will continue to pursue financial initiatives
that improve cash flow and lower our overall cost of capital."

Headquartered in St. Charles, Missouri, Jackson Products, Inc. --
http://www.jacksonproducts.com/-- designs, manufactures and  
distributes safety products of personal protective wear including
hard hats, safety glasses, hearing protectors and welding masks.
The Company filed for chapter 11 protection on January 12, 2004
(Bankr. E.D. Miss. Case No. 04-40448) and confirmed their
prepackaged plan of reorganization on February 12, 2004. Holly J.
Warrington, Esq., and William L. Wallander, Esq., at Vinson and
Elkins LLP represent the Debtors in their restructuring efforts.
When the Company filed for protection from its creditors, it
listed estimated debts and assets of more than $100 million each.


KAISER: Gets Court Nod to Sell Gramercy Assets for $23 Million
--------------------------------------------------------------
No auction was conducted pursuant to the sale procedures for
Kaiser Aluminum's Gramercy, Louisiana alumina refinery and
interests related to Kaiser Jamaica Bauxite Company because no
qualified initial overbids were received.

Accordingly, Judge Fitzgerald of the United States Bankruptcy
Court for the District of Delaware authorizes Kaiser Aluminum &
Chemical Corporation and Kaiser Bauxite Company to enter into and
consummate the transactions contemplated, to sell the Gramercy
Assets for $23,000,000, and to cooperate with buyers Gramercy
Alumina, LLC, and St. Ann Bauxite Limited with respect to closing
of the transactions.   

KACC and KBC are further authorized to enter into any necessary
transactions or modifications that would not have a material
adverse effect on the Debtors, their estates, and their creditors.

With respect to a lease agreement dated as of May 1, 1973 between
KACC, as lessee, and the Parish of St. James, Louisiana:

    (a) KACC is authorized and directed to assume the Gramercy
        Pollution Control Lease and then to exercise the option in
        the Lease to purchase the property that is subject to the
        lease;

    (b) KACC is authorized and directed to purchase from St. James
        Parish, and St. James Parish is authorized and directed to
        sell to KACC, the Gramercy Pollution Control Property
        pursuant to the Purchase Option; and

    (c) KACC and St. James Parish are authorized and directed to
        cancel the Gramercy Pollution Control Lease and other
        documents still on the public record related to the
        issuance of the Pollution Control Revenue Bonds, 1973
        Series A -- Kaiser Aluminum & Chemical Corporation
        Project; and

    (d) KACC is authorized and directed to execute indemnity
        agreements with St. James Parish in connection with the
        transaction as St. James Parish may require, provided that
        the amount of the indemnity will not exceed $100,000.

Judge Fitzgerald further orders that:

    (a) No later than September 30, 2004 or a later date as
        closing may occur, Gramercy Alumina and Bauxite Limited
        will take the Gramercy Assets free and clear of any liens,
        encumbrances and security interests.  In addition, other
        than as set forth in the Gramercy Purchase Agreement, the
        Gramercy Assets are transferred to Gramercy Alumina and
        Bauxite Limited free and clear of all debts arising in any
        way in connection with any acts of KACC and KBC, claims
        and obligations, including without limitation, those
        claims specified in Sections 502(g), 502(h), and 502(i) of
        the Bankruptcy Code, and the Worker Adjustment and
        Retraining Notification Act of Sections 2101-2109 of the
        Labor Code.

        All the liens and claims are released, terminated and
        discharged as to the Gramercy Assets and to attach to the
        proceeds, in order of their priority, with the same
        validity, force and effect that they had against the
        Gramercy Assets, provided that the order of priority of
        those liens and claims will be set forth in the Second
        Amendment and Restated Final Order Authorizing Secured
        Postpetition Financing on a Super Priority Basis Pursuant
        to Section 364 dated August 13, 2003;

    (b) With the exception of any liabilities assumed under the
        Gramercy Purchase Agreement, all persons and entities
        holding liens and claims of any kind and nature with
        respect to the Gramercy Assets are barred and enjoined
        from asserting liens and claims of any kind and nature
        against Gramercy Alumina and Bauxite Limited, their
        affiliates or assigns, or the Gramercy Assets;

    (c) All entities that are presently, or on the Closing Date
        may be, in possession of some or all of the Gramercy
        Assets are directed to surrender possession of those
        assets to Gramercy Alumina and Bauxite Limited on the
        Closing Date;

    (d) As of the Closing Date, the executory contracts that KACC
        and KBC will assume pursuant to the Gramercy Purchase
        Agreement will be assigned to Gramercy Alumina and Bauxite
        Limited, be valid, binding and in full force and effect
        and enforceable in accordance with their terms.  KACC and
        KBC will be relieved from any further liability with
        respect to the Assigned Contracts from and after the
        Closing Date other than their obligation to timely pay any
        amount necessary to be paid to cure any defaults under the
        Assigned Contracts;

    (e) The Cure Amounts will be determined by the Court, if
        necessary, pursuant to a separate order or orders.  KACC
        and KBC will attempt to reach agreement with the counter-
        parties to the Assigned Contracts regarding the Cure
        Amounts.  If by August 31, 2004, there remains a dispute
        or disputes regarding a Cure Amount under any Assigned
        Contract, KACC and KBC will file a notice of hearing on
        that date and the Court will consider the issue at the
        September 27, 2004 omnibus hearing.  Any position papers
        regarding any disputes over Cure Amounts must be filed no
        later than September 10, 2004;

    (f) Each non-debtor party to an Assigned Contract is barred
        and enjoined from asserting against KACC, KBC, Gramercy
        Alumina and Bauxite Limited, or any other person, any
        default existing as of the Closing Date other than
        asserting a claim against KACC or KBC for the Cure
        Amounts;

    (g) With respect to the final purchase price allocation under
        the Gramercy Purchase Agreement, the Debtors will deliver
        copies of the Final Allocation Statement by e-mail or
        facsimile within one business day after receipt to the
        Official Committee of Asbestos Claimants, the Official
        Committee of Unsecured Creditors, Martin J. Murphy, the
        legal representative for future asbestos claimants, and
        the Pension Benefit Guaranty Corporation.  Within ten days
        of receipt of the Final Allocation Statement, the Debtors
        will deliver by e-mail or facsimile to the same parties a
        draft of the Dispute Notice or a written explanation,
        containing reasonable detail, of the reasons why the
        Debtors have determined not to deliver a Dispute Notice
        to Gramercy Alumina and Bauxite Limited.  If the Asbestos
        Committee, the Legal Representative, the Creditors
        Committee or the PBGC disagrees with any aspect of the
        draft Dispute Notice or with the Debtors' decision not to
        deliver a Dispute Notice to Gramercy Alumina and Bauxite
        Limited, and the disagreement cannot be consensually
        resolved, then the party will have the right to present
        the dispute to the Court on expedited notice to be heard
        before the expiration of the 30-day period for delivery of
        a Dispute Notice specified in the Gramercy Purchase
        Agreement;

    (h) KACC and KBC will apply the net proceeds of the sale of
        the Purchased Assets, after payment or reservation for
        payment of any Cure Amounts related to the Assigned
        Contracts and payment of the prepetition taxes, in
        accordance with the Financing Order, provided that
        $5,000,000 of the net proceeds will be paid by Gramercy
        Alumina and Bauxite Limited at the closing into a
        separate segregated interest bearing account at Bank of
        America.  The funds will not be withdrawn from the account
        by the Debtors until the final purchase price allocation
        has been determined in accordance with the Gramercy
        Purchase Agreement;

    (i) KACC and KBC are authorized to assume and assign the
        Assigned Contracts under Section 365.  Subject to the
        provisions regarding payment of Cure Amounts, all
        requirements and conditions under Sections 363 and 365 of
        the Bankruptcy Code for the assumption by the Debtors and
        assignment to Gramercy Alumina and Bauxite Limited of each
        Assigned Contract, have been satisfied.  The Assigned
        Contracts will be transferred to, and remain in full force
        and effect for the benefit of Gramercy Alumina and Bauxite
        Limited, notwithstanding any provisions in the Assigned
        Contracts, including those that purport to prohibit the
        assignment, provided that Alcan International Limited's
        consent will be required with respect to the assignment of
        the license agreement that is the subject of Alcan
        International's limited objection.  In addition, the
        Acquisition Management Program Agreement dated November 3,
        1999 with Doussan Gas and Supply, formerly known as,
        TriGas Doussan, to the extent that it is still effective,
        will not be assumed and assigned in connection with the
        sale.  Any supplies and materials consigned by Doussan and
        located at the Gramercy refinery will not be included in
        the assets being sold to Gramercy Alumina and Bauxite
        Limited;

    (j) Gramercy Alumina and Bauxite Limited, KACC and KBC will
        close the transaction no later than September 30, 2004 or
        at a later date as closing may occur in accordance with
        the Purchase Agreement;

    (k) KACC is authorized and directed to pay the Prepetition
        Taxes as necessary to consummate the sale.  However, KACC,
        KBC, Gramercy Alumina and Bauxite Limited expressly
        reserve their right to contest the amount of the
        Prepetition Taxes, as well as any prior or future tax
        assessments related to the Prepetition Taxes or otherwise;

    (l) Effective as of the Closing Date, Gramercy Alumina and
        Bauxite Limited are substituted for KBC as partners in the
        Kaiser Jamaica Bauxite Company, without any other or
        further need for documentation, authorization or legal
        action; and

    (m) KACC will place in escrow:

        -- $1,250,000, which will constitute adequate protection
           for the amount of any allowed secured claim of
           Performance Contractors, Inc., until the time as the
           amount of Performance Contractors' allowed secured
           claim, if any, is established by the Court; and

        -- $110,000, which will constitute adequate protection for
           the amount of any allowed secured claim of AKM, LLC,
           Volks Constructors Division, until the time as the
           amount of Volks Constructors' allowed secured claim, if
           any, is established by the Court.

Headquartered in Houston, Texas, Kaiser Aluminum Corporation --
http://www.kaiseral.com/-- operates in all principal aspects of  
the aluminum industry, including mining bauxite; refining bauxite
into alumina; production of primary aluminum from alumina; and
manufacturing fabricated and semi-fabricated aluminum products.  
The Company filed for chapter 11 protection on February 12, 2002
(Bankr. Del. Case No. 02-10429).  Corinne Ball, Esq., at Jones,
Day, Reavis & Pogue, represent the Debtors in their restructuring
efforts. On September 30, 2001, the Company listed $3,364,300,000
in assets and $3,129,400,000 in debts. (Kaiser Bankruptcy News,
Issue No. 47; Bankruptcy Creditors' Service, Inc., 215/945-7000)  


KEYSTONE CONSOLIDATED: ISWA Ratifies Bargaining Pact Amendments
---------------------------------------------------------------
The Independent Steel Workers Alliance membership has
overwhelmingly approved revisions to the existing collective
bargaining agreement at Keystone Consolidated Industries, Inc.'s
(OTC Bulletin Board: KESNQ) Bartonville Plant. Keystone and the
ISWA leadership had previously come to a tentative agreement
relative to the revisions that required ratification by the
general membership of the ISWA.  The revisions were ratified by a
margin of 483 to 125.  Keystone has approximately 840 ISWA
members.  The revisions to the collective bargaining agreement
must still be approved by the Bankruptcy Court in Milwaukee before
they become effective.

Randy Beck, President of the ISWA, said: "The ISWA members have
worked hard to keep the Bartonville Plant open and operating
efficiently despite Keystone's financial difficulties during the
past months. The ratification vote sends a clear message to
Keystone's customers that the ISWA intends to do whatever it can
to keep the Bartonville Plant open and products delivered on
time."

Vic Stirnaman, Director - Human Resources of Keystone, said: "We
are extremely pleased with ratification of the agreement's
revisions by the ISWA membership. The revised collective
bargaining agreement is a major step forward in the process of
formulating a reorganization plan that Keystone intends to file
with the Bankruptcy Court in the near future. If ultimately
confirmed by the Bankruptcy Court, such a plan would enable the
Company to complete a successful reorganization and meet its goal
to emerge from bankruptcy by the end of the year."

The revised agreement provides for certain concessions related
primarily to healthcare coverage as well as new rights for ISWA
members. Details of the contract revisions are included in a
motion that was jointly filed by Keystone and the ISWA in
Bankruptcy Court. Keystone expects the motion to be heard by the
Bankruptcy Court on August 12, 2004.

Headquartered in Dallas, Texas, Keystone Consolidated Industries,
Inc., makes carbon steel rod, fabricated wire products, including
fencing, barbed wire, welded wire and woven wire mesh for the
agricultural, construction and do-it-yourself markets. The Company
filed for chapter 11 protection on February 26, 2004 (Bankr. E.D.
Wisc. Case No. 04-22422).  Daryl L. Diesing, Esq., at Whyte
Hirschboeck Dudek S.C., and  David L. Eaton, Esq., at Kirkland &
Ellis LLP represent the Debtors in their restructuring efforts.
When the Company filed for protection from their creditors, they
listed $196,953,000 in total assets and $365,312,000 in total
debts.


KEYSTONE HISTORIC PARTNERSHIP: Voluntary Chapter 11 Case Summary
----------------------------------------------------------------
Debtor: Keystone Historic Partnership
        451 Kenny Drive
        Sinking Spring, Pennsylvania 19608

Bankruptcy Case No.: 04-24143

Chapter 11 Petition Date: August 5, 2004

Court: Eastern District of Pennsylvania (Reading)

Judge: Thomas M. Twardowski

Debtor's Counsel: John A. DiGiamberardino, Esq.
                  Case & DiGiamberardino, P.C.
                  541 Court Street
                  Reading, Pennsylvania 19601
                  Tel: 610-372-9900
                  Fax: 610-372-5469

Estimated Assets: $500,000 to $1 Million

Estimated Debts: $1 Million to $10 Million

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


KEYSTONE PROPERTY: Decides to Liquidate After ProLogis Merger
------------------------------------------------------------
Keystone Property Trust (NYSE: KTR) intends to liquidate and
terminate its existence, effective September 3, 2004, following
the closing of its merger with a partnership indirectly owned by
ProLogis (NYSE: PLD) and certain affiliates of investment funds
managed by Eaton Vance Management.

In accordance with the terms of Keystone's Articles Supplementary
and the merger agreement, upon the liquidation of Keystone, each
holder of Keystone Series D Cumulative Redeemable Preferred Stock
shall be entitled to a liquidation payment of $25.209 per share
(equal to $25 plus accumulated and unpaid dividends for the period
August 1, 2004 through September 3, 2004) and each holder of
Keystone Series E Cumulative Redeemable Preferred Stock shall be
entitled to a liquidation payment of $25.169 per share (equal to
$25 plus accumulated and unpaid dividends for the period August 1,
2004 through September 3, 2004). Dividend payments to holders of
record as of July 16, 2004 were paid on July 30, 2004 and are not
part of these liquidation payments.

The liquidation payments for any shares of Series D Preferred or
Series E Preferred held as of September 3, 2004 will be sent by
Keystone's paying agent, LaSalle Bank, N.A., on or about September
3, 2004. Questions relating to the liquidation payments should be
directed to LaSalle Bank at 800-246-5761 or to a ProLogis Investor
Relations representative at 303-576-2622.

                         About the Company

Keystone Property Trust is a fully integrated real estate
investment trust and one of the largest owners, managers and
developers of industrial properties in the Eastern United States.
The Company specializes in the investment, development and
operation of state-of-the-art distribution facilities servicing
the population concentrated within the Eastern United States.


KRAMONT REALTY: Reports 2004 Second Quarter Operating Results
-------------------------------------------------------------
Kramont Realty Trust (NYSE:KRT) reported its operating results for
the second quarter and first six months ended June 30, 2004.

                       Financial Activity

    --  Funds from Operations -- FFO -- increased $0.11 per share
        for the second quarter 2004 vs. the same period in 2003.
        The $0.11 improvement is comprised of the following:

        --  $0.06 per share increase in operating results from
            acquisitions and growth in the core portfolio

        --  $0.05 per share from lease termination fees and a one-
            time gain from the sale of a mortgage note receivable
            net of related debt prepayment penalties. In 2003, FFO
            included $0.03 per share of gains from land sales.

    --  For the six months ended June 30, 2004, net income
        increased to $14.3 million from $10.2 million in 2003.
        However, due largely to two-non-recurring items related to
        the redemption of the Trust's 9.5% Series D Preferred
        Shares, loss to common shareholders was $8.0 million in
        2004 compared to income of $6.7 million in 2003.  As
        previously reported, this loss to common shareholders is
        due to two factors:

        --  The Company was required to record a non-recurring
            charge of $17.7 million in connection with the
            redemption of the Series D Preferred Shares;

        --  The Company was obligated to pay additional
            distributions for a required 30-day notice period on
            the Series D Shares being redeemed and the new 8.25%
            Series E Preferred Shares, resulting in $306,000 of
            additional distributions;

If the non-recurring charges were not applicable for the six
months ended June 30, 2004, income to common shareholders and FFO
would have been $8.9 million or $0.37 per share, and $18.2 million
or $0.76 per share, respectively.

As announced on July 27, PETsMART has signed a lease for a 25,000
square foot store at Village Oaks Shopping Center in Pensacola,
Fla.  The store is expected to open this fall.

                      Management Comments

"We are thrilled with this quarter's financial results," stated
Louis P. Meshon, Sr., president and chief executive officer of
Kramont. "Our ability to achieve significant improvements in key
measures, including a 35% increase in FFO per share, is a
testament to our management team's ability to add value within the
portfolio and capitalize on financial opportunities."

The Company presents Funds from Operations (FFO), a non-GAAP
financial measure, because it considers it an important
supplemental measure of our operating performance and believes it
is frequently used by securities analysts, investors and other
interested parties in the evaluation of Real Estate Investment
Trusts -- REITs, many of which present FFO when reporting their
results.  FFO, as defined by the National Association of Real
Estate Investment Trusts -- NAREIT, an industry trade group,
consists of net income available to common shareholders (computed
in accordance with generally accepted accounting principles in the
United States, or GAAP) before depreciation and amortization of
real estate assets, extraordinary items and gains and losses on
sales of income producing real estate assets.  FFO excludes GAAP
depreciation and amortization of real estate assets, which assumes
that the value of real estate assets diminishes ratably over time.  
Historically, however, real estate values have increased or
decreased with market conditions.  Because FFO excludes
depreciation and amortization of real estate assets, gains and
losses from property dispositions and extraordinary items, it
provides a performance measure that, when compared year over year,
reflects the impact to operations from trends in occupancy rates,
rental rates, operating costs, acquisition and development
activities and interest costs, providing a perspective not
immediately apparent from net income.  The Company uses FFO to
provide this additional information and perspective.  FFO does not
represent cash generated from operating activities in accordance
with generally accepted accounting principles and should not be
considered as an alternative to either net income as a measure of
the Company's operating performance or to cash flows from
operating activities as an indicator of liquidity or cash
available to fund all cash flow needs.  Recognizing these
limitations in the use of FFO as a financial measure, the Company
considers FFO as only one in a group of measures, which, together,
provide information about the Company's operations.  Since all
companies do not calculate FFO in a similar fashion, the Company's
calculation, presented above, may not be comparable to similarly
titled measures reported by other companies.

Fitch Ratings and Moody's Investors Service have assigned their
low-B ratings to Kramont's preferred stock issues, as previously
detailed in the Troubled Company Reporter.

Headquartered in Plymouth Meeting, Pennsylvania, Kramont is an
$800 million (undepreciated book capitalization) owner, manager,
developer and redeveloper of neighborhood and community shopping
centers located primarily in the Mid-Atlantic, Northeast and
Southeast regions.  The Company is a self-administered, self-
managed equity real estate investment trust specializing in
neighborhood and community shopping center acquisitions, leasing,
development, redevelopment and management.  The Company owns,
operates, manages and has under development 91 properties
encompassing nearly 12.2 million square feet in 16 states.  Nearly
80 percent of Kramont's centers are grocery, drug or value retail
anchored.  For more information, visit http://www.kramont.com/  


LB-UBS COMM'L: S&P Places Low-B Ratings on Six Certificate Classes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to LB-UBS Commercial Mortgage Trust 2004-C6's $1.35
billion commercial mortgage pass-through certificates series
2004-C6.

The preliminary ratings are based on information as of Aug. 5,
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 mortgage loans, and the
geographic and property-type diversity of the loans. Standard &
Poor's analysis determined that, on a weighted average basis, the
pool has a debt service coverage of 1.57x, a beginning LTV of
84.9%, and an ending LTV of 75.8%.

                      Preliminary Ratings Assigned
                LB-UBS Commercial Mortgage Trust 2004-C6
   
               Class              Rating        Amount ($)
               -----              ------        ----------
               A-1                AAA           78,000,000
               A-2                AAA          370,000,000
               A-3                AAA           75,000,000
               A-4                AAA          470,130,000
               A-1A               AAA          188,441,000
               B                  AA+           13,465,000
               C                  AA            23,564,000
               D                  AA-           15,148,000
               E                  A+            13,466,000
               F                  A             15,148,000
               G                  A-            11,782,000
               H                  BBB+          11,782,000
               J                  BBB            8,416,000
               K                  BBB-          16,831,000
               L                  BB+            1,683,000
               M                  BB             6,733,000
               N                  BB-            5,049,000
               P                  B+             3,367,000
               Q                  B              1,683,000
               S                  B-             1,683,000
               T                  N.R.          15,148,865
               X-CL*              AAA        1,346,519,865**
               X-CP*              AAA        1,228,397,000**

                    * Interest-only class.
                   ** Notional amount.
                      N.R. -- Not rated.


LEAP WIRELESS: FCC Okays Transfer of Debtor's Wireless Licenses
---------------------------------------------------------------
The Federal Communications Commission issued an order approving
the change of control of the wireless licenses of Leap Wireless
International, Inc., (OTCBB:LWINQ), clearing the way for the
Company's emergence from Chapter 11.  The Company expects to
emerge from bankruptcy during the week of August 16, 2004 as a
strong, stable company with one of the lowest cost structures in
the industry and with a differentiated service offering that meets
the needs of the value-conscious segments of the marketplace.

"Obtaining the FCC's order approving the transfer of control of
our licenses represents a significant milestone in our emergence
process," said Bill Freeman, chief executive officer of Leap.  
"Our progress during this restructuring is the result of the hard
work and perseverance of our employees across the nation, whose
continued focus on cost management and improvements to our cash
flow has created a strong foundation for our business.  I would
also like to thank our customers who have shown their support by
continuing to purchase Cricket(R) wireless service throughout this
process. We look forward to our emergence and to the continued
provision of innovative, value-driven wireless communications to
our customers across the country."

Upon the Company's emergence from bankruptcy, its long-term debt
will be reduced from more than $2.4 billion to approximately
$390 million.  All of the issued and outstanding common stock,
warrants and options of Leap will be cancelled on the effective
date of the Company's Plan of Reorganization, and no distribution
will be made to existing stock, option or warrant holders.  The
Company will issue new shares of common stock on the day it
emerges to two classes of the Company's creditors.  The Company
expects that these securities will be quoted for trading on the
OTC Bulletin Board under a new ticker symbol shortly after its
emergence.

In its order approving the change of control of the Company's
wireless licenses, the FCC denied Leap's request for a waiver of
certain FCC regulations relating to Leap's status as a "designated
entity," effectively determining that Leap would not be a "small
business" or "very small business" following its emergence from
bankruptcy.  As a result of the FCC's order, and a concurrent
settlement agreement with the FCC, the Company will pay
approximately $45.2 million to the federal government on the
effective date of the Plan of Reorganization for unpaid principal,
accrued interest and unjust enrichment penalties in connection
with the reinstatement of the Company's FCC debt.  The settlement
agreement requires the Company to repay approximately $40 million
in remaining principal, plus accrued interest, to the federal
government in installments scheduled for April and July 2005.  The
Company also agreed in the settlement agreement to use reasonable
efforts to complete a debt offering on or prior to January 31,
2005, and to prepay the Company's indebtedness to the federal
government with the net proceeds of any debt offering to the
extent such proceeds exceed the amount necessary to redeem the
$350 million of senior secured pay-in-kind notes that the
Company's primary operating subsidiary, Cricket Communications,
Inc., will issue upon its emergence from bankruptcy.  As a result
of the FCC's order, the Company will continue to own all of its
existing licenses upon its emergence from bankruptcy except for
the nine licenses that Leap will transfer to the Leap Creditor
Trust as contemplated in the Plan of Reorganization.  While the
FCC's order is effective upon its release, parties may appeal or
seek reconsideration of the order until September 14, 2004.

"We are grateful to the FCC staff for their extraordinary effort
that helped us reach this settlement agreement," said Rob Irving,
senior vice president and general counsel for Leap. "When the FCC
originally set aside certain portions of available spectrum for
``designated entities', it intended to foster competition within
the wireless marketplace -- competition that we have helped
deliver. We expect that the Company's loss of its ``designated
entity' status will not have a material impact on our business now
that we have grown to be a major wireless carrier with more than
1.5 million customers."

The full text of the Company's confirmed Fifth Amended Joint Plan
of Reorganization, and other documents related to the Company's
Chapter 11 proceedings, can be found under the Restructuring
Overview/Legal Documents section of the Company's website,
http://www.leapwireless.com/

                           About Leap

Headquartered in San Diego, California, Leap Wireless
International Inc. -- whose March 31, 2004 balance sheet shows a
stockholders' deficit of $921,775,000 -- is a customer-focused
company providing innovative communications services for the mass
market.  Leap pioneered the Cricket Comfortable Wireless(R)
service that lets customers make all of their local calls from
within their local calling area and receive calls from anywhere
for one low, flat rate.

The Company filed for chapter 11 protection on April 13, 2003
(Bankr. S.D. Calif. Case No. 03-03470).  The Honorable Louise
DeCarl Adler entered an order confirming the Company's Fifth
Amended Plan on October 22, 2003.  Robert A. Klyman, Esq., Michael
S. Lurey, Esq., and Eric D. Brown, Esq., at Latham and Watkins LLP
represent the Debtors in their restructuring efforts.


LEINER HEALTH: Completes Recapitalization & Releases Q1 '04 Report
------------------------------------------------------------------
Leiner Health Products Inc. reported financial results for the
first quarter ended June 26, 2004.

Net sales for the first quarter of fiscal 2005 totaled $156.0
million, a 12% increase over the $138.9 million reported for the
same period in fiscal 2004.

As a result of its May 2004 recapitalization, Leiner recognized
$79.9 million of recapitalization charges in the first quarter of
fiscal 2005 and reported a net loss of $61.6 million. Excluding
these recapitalization charges and their income tax impact, the
company had net income of $4.8 million for the first quarter of
fiscal 2005, an 18% increase over the $4.1 million of net income
reported for the same period last year. See the Condensed
Consolidated Statements of Operations on page three for a
reconciliation of the difference between net income including and
excluding recapitalization charges and their income tax impact.

Robert Kaminski, Chief Executive Officer, commented, "The first
quarter of 2005 was a very positive one for Leiner. We closed our
recapitalization on May 27, 2004, resulting in a new capital
structure designed to facilitate our growth vision. We are very
pleased with the confidence the financial community demonstrated
in Leiner's business strategies and prospects.

"During the quarter, each of our three principal product
categories - store brand vitamins, minerals and supplements
("VMS"), over-the-counter pharmaceuticals, and contract
manufacturing services - performed well, and OTC pharmaceuticals
and contract manufacturing services experienced solid growth.
Sales of our FY04 and FY05 new product classes were an important
contributor to our performance.

"We were notified that the company was awarded Wal-Mart's
prestigious 'Supplier of the Quarter' for the first calendar
quarter. We believe that this award, coupled with the 16
comparable awards we have won since 1998, demonstrates the success
of our focus on strong customer service."

"And finally, but perhaps most importantly, the company's Fort
Mill facility underwent a comprehensive FDA audit and emerged
without a single Form 483 observation. The company's three most
recent FDA audits have been conducted without a single
observation, indicating the success of our long-term commitment to
quality. We believe that our performance in quality and service
have been key factors in our growth in sales to some of the
world's most successful retailers, with whom we share a commitment
to the highest quality VMS and OTC products."

Additional information regarding Leiner's first quarter will be
contained in a Report to Bondholders, which will be posted on the
company's website, http://www.leiner.com/by Tuesday, August 10,  
2004.

                        About Leiner Health

Founded in 1973, Leiner Health Products, headquartered in Carson,
Calif., is America's leading manufacturer of store brand vitamins,
minerals, and nutritional supplements and its second largest
supplier of over-the-counter pharmaceuticals in the food, drug,
mass merchant and warehouse club (FDMC) retail market, as measured
by retail sales. Leiner provides nearly 40 FDMC retailers with
over 3,000 products to help its customers create and market high
quality store brands at low prices. It also is the largest
supplier of vitamins, minerals and nutritional supplements to the
US military. Leiner markets its own brand of vitamins under
YourLifer and sells over-the-counter pharmaceuticals under the
Pharmacist's Formular name. Last year, Leiner produced 22 billion
doses that help offer consumers high quality, affordable choices
to improve their health and wellness.

                         *   *   *

As reported in the Troubled Company Reporter's May 13, 2004
edition, Standard & Poor's Ratings Services revised its outlook on
vitamin and drug manufacturer Leiner Health Products Inc. to
positive from stable and affirmed its 'B' corporate credit rating
on the company.

At the same time, Standard & Poor's assigned its 'CCC+'
subordinated debt rating to Leiner's proposed $150 million Rule
144A note offering. Standard & Poor's also assigned a 'B' senior
secured bank loan rating and a '3' recovery rating to Leiner's
proposed $290 million bank loan due 2011. The '3' recovery
rating indicates that the asset values provide lenders with the
expectation of meaningful recovery of principal (50%-80%) in a
default scenario.

"The outlook revision reflects Standard & Poor's expectation that
Leiner's improved operating performance is sustainable," said
Standard & Poor's credit analyst Martin Kounitz. "However, while a
component of the company's financial risk has improved with higher
profitability, this improvement is somewhat dimmed by the
increased debt levels the company will incur following its planned
recapitalization."


MACHINING PROGRAMMING: Case Summary & Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Machining Programming Manufacturing Inc.
        aka MPM Inc.
        2100 South West Street
        Wichita, Kansas 67213-1112

Bankruptcy Case No.: 04-14339

Type of Business: The Debtor manufacturers specialty machine
                  parts.  See http://www.mpm1.com/

Chapter 11 Petition Date: August 5, 2004

Court: District of Kansas (Wichita)

Judge: Chief Judge Robert E. Nugent

Debtor's Counsel: Christopher W. O'Brien, Esq.
                  Robbins, Tinker, Smith & Tinker
                  200 East First Street, Suite 540
                  Wichita, Kansas 67202
                  Tel: (316) 316-263-6257

Estimated Assets: $0 to $50,000

Estimated Debts: $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Orix Credit Alliance, Inc.    Bank Loan               $2,864,766
aka Orix Financial
Services, Inc.
PO Box 7247-0341
Philadelphia,
Pennsylvania 19170-0341

Central Bank & Trust          Bank Loan                 $700,000
7137 West Central
Wichita, Kansas 67212

G.E. Capital                  Bank Loan                 $150,000

Preferred Health                                         $30,695
Systems-HMO

Phillips Jig and Mold                                    $26,325

Reliance Metalcenter                                     $25,568

Highlands Insurance Group                                $10,895

Preferred Health                                          $7,650
Systems-PPO

JR Custom Metal                                           $6,963
Products, Inc.

Brown Dengler Good &                                      $5,226          
Rider, LC

Cintas Corporation #451                                   $4,717

Leading Technology                                        $4,247
Composites

Apex Engineering                                          $3,800
International, Inc.

IBM                                                       $3,584

Faro Technologies, Inc.                                   $3,189

Grain Belt Supply Co., Inc.                               $3,168

Wichita Brass &                                           $3,147
Aluminum Foundry

MK Technologies                                           $2,500
Corporation

Willie F. Tomison                                         $2,000

Office Depot, Inc.                                          $560


MARQUEE: Moody's Gives B2 and Caa1 Ratings to New Debt Securities
-----------------------------------------------------------------
Moody's Investors Service assigned B2 ratings to the proposed
fixed and floating rate senior unsecured notes to be issued by
Marquee, Inc., an entity that will ultimately be merged into (and
whose obligations will be assumed by) AMC Entertainment Inc., and
a Caa1 rating to the proposed senior discount note issuance by
Marquee Holdings, Inc., the prospective ultimate parent company
for the soon-to-be private AMC.  Moody's also assigned a B1 senior
implied rating and a Caa1 issuer rating for Holdings, while at the
same time withdrew the former B1 and B2 senior implied and issuer
ratings, respectively, for AMC.  Finally, the existing senior
secured bank credit facility and subordinated debt ratings of B1
and Caa1, respectively, were raised to Ba3 and B3 to reflect
structural improvements related to their specific claims, and
notwithstanding some modest diminution of the perceived credit
profile for the consolidated entity proforma for the planned
leverage buyout.  The rating outlook remains stable.  A summary of    
Moody's rating actions is as follows:

   Marquee Holdings Inc.

      - Senior Implied Rating - B1 (assigned);

      - Issuer Rating - Caa1 (assigned);

      - Rating Outlook (all ratings for the consolidated entity) -
        Stable; and

      - $170 Million (estimated gross proceeds) of New Senior
        Discount Notes due 2014 - Caa1 (assigned).

   Marquee Inc.

      - $305 Million of New floating rate Senior Unsecured Notes
        due 2011 - B2 (assigned);

      - $150 Million of New fixed rate Senior Unsecured Notes due
        2012 - B2 (assigned);

   AMC Entertainment Inc.

      - Senior Implied Rating - WR (withdrawn; formerly B1);

      - Issuer Rating - WR (withdrawn; formerly B3)

      - $175 Million Senior Secured Revolver due 2009 - to Ba3
        (from B1);

      - $214.5 Million of 9.50% Senior Subordinated Notes due 2011
        - to B3 (from Caa1);

      - $175 Million of 9.875% Senior Subordinated Notes due 2012
        - to B3 (from Caa1);

      - $300 Million of 8.00% Senior Subordinated Notes due 2014 -
        to B3 (from Caa1);

The rating actions follow the recent announcement that affiliates
of J.P. Morgan Partners and Apollo Management, L.P., plan to take
AMC private by effecting a leveraged buyout -- LBO -- of the
company at an approximate purchase price of $2 billion (based on
the stated offer price of $19.50 per share and existing debt, net
of cash balances).  The newly rated instruments will augment the
approximate $335 million depletion of existing cash balances (most
of it) and be used to finance the debt component of the LBO, which
has the combined effect of re-leveraging the new consolidated
balance sheet to about 6.73x from about 6.11x.  The balance of the
purchase price will be funded by a combination of roll-over and
new equity contributions by the aforementioned sponsors who are
taking the company private.  Proceeds from the new financings will
be held in escrow pending final approval of the transactions by
shareholders, after which Marquee will be merged with and into
AMC.

The B1 senior implied rating for the consolidated entity is
unchanged from the former rating, notwithstanding the increased
financial leverage being taken on balance sheet proforma for the
pending transactions.  This is because sufficient flexibility had
already been incorporated into the former rating to accommodate
the assumed use of the company's excess cash and/or incremental
bank borrowings for the prospective purpose of effecting further
acquisitions, stock buybacks, preferred stock repayments,
dividends, and the like.  However, the aforementioned financial
flexibility embedded in the former rating has notably now been
substantially depleted given the reversal of recent trends toward
a more fiscally conservative capitalization under which the
company has been operating, and specifically in consideration of
the noteworthy spike in debt.

The ratings continue to broadly reflect AMC's very high financial
leverage and low coverage of fixed costs, particularly in
consideration of its rent-heavy cost structure and the long-term
nature of its significant, generally non-cancelable off-balance-
sheet operating leases; the highly competitive markets in which
AMC operates, which raise concerns about the potential for
competitive new build activities and subsequent erosion of box
office receipts; and concerns more broadly about persistent
structural overcapacity in the theatrical exhibition industry.
However, the ratings garner support from AMC's modern theater
circuit, with assets located primarily in high density urban and
suburban markets; above average demographics in AMC's market
footprint, which combined with the high quality circuit allows the
company to drive higher ticket prices than its peer group; and an
adequate liquidity profile, which Moody's expects will be enhanced
as cash balances are replenished over time with excess free cash
flow (albeit at a more modest rate than previously due to higher
interest expense associated with increased debt levels).

The stable rating outlook reflects Moody's expectation that the
company will maintain its good record of operating performance and
at least meet its targeted projections over the forward period.
Additionally, Moody's expects that free cash flow will be
dedicated to building back up the former cash reserve that is
being depleted by the current LBO, and that further leveraging of
the balance sheet for prospective acquisitions and/or otherwise
will not occur.  Given the aforementioned reduced financial
flexibility embedded in the B1 senior implied rating, any
operational shortfalls or deviations from capital spending plans
would likely result in a shift to a negative outlook or outright
downgrade if not addressed in fairly short order.  A shift to
positive outlook would likely require the company to reduce
leverage fairly substantially to more prudent levels, and on a
sustained basis.

As noted previously, the greatest concern for AMC is the increased
leverage and reduced financial flexibility associated with the
proposed transactions.  At an estimated 6.7x by closing, leverage
as measured by lease-adjusted debt/EBITDAR will set the latest new
high for the theatrical exhibition sector.  As highlighted in
Moody's June 2004 research commentary ("The U.S. Theatrical
Exhibition Industry - Healthier, But Not Yet Out Of The Woods"),
the rated movie theater companies have almost universally taken on
noteworthy incremental financial risk through a series of
transactions (ranging from much more aggressive dividend policies
to outright sales and recapitalization of whole companies) during
recent times, and this is somewhat disconcerting for the rating
agency given the mature, competitive, low-margin nature of the
business coupled with the historical perspective of precipitous
cash flow declines brought on by only modest attendance declines
during the late-'90s restructuring period for the industry. For
AMC in particular, Moody's notes that the company's comparatively
modest free cash flow relative to its revenue base and its peer
group will not likely facilitate the ability to deleverage as
rapidly as others, mainly because its requisite rental payments
are much higher and capital spending for new theater construction
is expected to resume at higher levels than those of the last
couple of years.  As such, lease-adjusted leverage is expected to
remain above 6.0x for several years, which contrasts with other
rated theater operators that have recently effected leveraged
buyouts and which expect to undertake more meaningful reduction in
leverage over a shorter time frame.  Moreover, because the
overwhelming majority of AMC's debt will consist of public notes
that will not be callable for several years, the company will be
somewhat limited in its ability to effect absolute reduction of
debt levels anyway.

At the same time, the company's coverage of interest and rents by
pre-rent cash flow will remain very low at just 1.4x, compared to
an industry peer group average that is closer to about 1.8x.
Again, this lower coverage level results primarily from AMC's
higher reliance on more expensive, off-balance sheet operating
lease financing for almost all of its theaters, and less so but
also due to a higher proportion of high-coupon public debt (vs.
lower cost bank debt) in its capital structure than its rated
peers.  While this remains essentially unchanged relative to
historical coverage levels for the company, it highlights AMC's
comparatively more limited flexibility should the company
experience any sort of competitive or operating difficulties, or a
broader industry-wide box office slump.  The company's financial
flexibility will be further constrained by reduced liquidity as it
plans to use most of its substantial cash balance to help fund the
buyout. While AMC will retain virtually full covenanted access to
its undrawn $175 million revolver, the use of the cash removes a
cushion that had previously given some assurance against potential
liquidity issues.

Finally, because AMC operates in the most demographically
desirable markets, new build activity, and the impact of the same
on AMC's operating results, remains somewhat of a concern.  While
rampant new build activity such as that which occurred in the late
nineties seems to have largely moderated (and Moody's does not
expect it to resume, if for no other reason than that companies
are more constrained these days from a financial perspective), the
strong box office environment remains an inducement, and new
construction has continued (albeit at a slower pace).  The effect
of new competition obviously goes hand-in-hand with the previously
discussed concerns about operational execution, and Moody's will
carefully track the incidence and effects of new competition on
AMC going forward.

The effective upgrade of the senior secured bank debt rating to
Ba3 reflects the now more substantial layer of junior capital that
will exist beneath it, combined with the expectation that the
revolver will not be utilized that much (if at all), thereby
affording reasonably good coverage levels, even in a downside
scenario, and notwithstanding that lenders do not benefit from a
first mortgage position on AMC's leased properties (which would
allow them to step in front of landlords and operate the
properties in a default situation).  In the absence of such a
first mortgage position, security in the assets relates mostly to
in-theater equipment, which is deemed to be of more questionable
resale value.  However, with a currently undrawn facility, and
more control via maintenance covenants and other restricted
payment provisions (note that most of the existing restricted
payment basket will be used up proforma for the proposed
transactions), the bank group is still deemed to be considerably
better protected than bondholders in a downside scenario. The B2
senior unsecured ratings for the Marquee (and eventual AMC
Entertainment) debt reflect its effective subordination to the
senior secured bank debt and other secured claims (i.e.; capital
leases) of the company.  However, the notes do benefit from
subsidiary guarantees, as well as a fairly meaningful amount of
contractually and structurally subordinated debt (and private
equity) underneath it.  The senior subordinated debt has also been
upgraded proforma for the assumed successful completion of the
proposed offerings, specifically as a result of the granting of
upstream guarantees from the company's operating subsidiaries
which have notably been absent heretofore and which Moody's has
repeatedly pointed to as the sole reason for the "extra" notch on
this debt class relative to the core senior implied rating and
comparably structured subordinated debt claims for other
exhibitors.  The B3 still reflects the effective and contractual
subordination of this debt to all secured and senior indebtedness
of the company, nonetheless, even though the former incremental
structural subordination has now been mitigated.  The Caa1 rating
for the senior unsecured discos of Marquee Holdings reflects the
equity-like risk of this debt class and their structural
subordination to all claims on AMC Entertainment, both current and
prospective.

AMC Entertainment is one of the largest movie theatre exhibition
companies in the United States, with 3,554 screens in 232 theaters
located mostly in the United States, and a smaller presence in
several international markets.  The company maintains its
headquarters in Kansas City, Missouri.


MIRANT CORP: 5th Cir. Remands Pepco Contract Dispute to Dist. Ct.
-----------------------------------------------------------------
The United States Court of Appeals for the Fifth Circuit issued an
Opinion last week regarding Mirant's request to reject its
contracts with Pepco and sent the case back to the District Court.

A full-text copy of the Fifth Circuit's 22-page ruling is
available at no charge at:

  http://www.ca5.uscourts.gov/opinions/pub/04/04-10001-CV0.wpd.pdf

The ruling says that FERC does not have exclusive jurisdiction to
decide whether Mirant can walk away from its unprofitable
agreements with Pepco.  The Appellate Court says that the U.S.
District Court (or the U.S. Bankruptcy Court) have jurisdiction
over Mirant's bid to reject the contracts.  

Pepco points out that the Court of Appeals ruling makes clear that
"important issues must still be resolved before a decision on the
merits would be appropriate."  Pepco is a subsidiary of Pepco
Holdings, Inc. (NYSE: POM).

"While the Court of Appeals found that the District Court has
jurisdiction to rule on Mirant's request, it indicated that a
contract for the sale of electricity is unique, and therefore the
District Court should consider applying a more rigorous standard
than the mere business judgment standard normally used by
bankruptcy courts," Pepco said, noting that the ruling states,
"Use of the business judgment standard would be inappropriate in
this case because it would not account for the public interest
inherent in the transmission and sale of electricity."

Whether or not Mirant will be successful in its attempts to reject
its obligations to Pepco is yet to be determined.  "We expect that
it will take some time as Mirant, FERC, Pepco and other parties to
the case pursue various legal options, including possible efforts
to seek review by the Supreme Court," Pepco says.

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 CORP: Equity Committee Wants to Expand Examiner's Duties
---------------------------------------------------------------
"As in most Chapter 11 cases, a central issue in these cases is
the value of the Debtors' estates," Eric J. Taube, Esq., at
Hohmann, Taube & Summers, LLP, in Austin, Texas, says.  "No
meaningful progress towards a plan of reorganization can be made
until this central issue is resolved."

At present, divergent views exist on the value of the Mirant
Enterprise.  

Mirant Corp.'s Official Committee of Equity Security Holders
firmly believes, based on its professionals' ongoing analysis of
the Debtors' businesses and the power industry in general, that
the Debtors are solvent, that creditors will receive value equal
to the amount of their allowed claims, and existing shareholders
will receive a distribution on account of their equity interests.

In contrast, the Mirant Committee proclaimed that equity is "out
of the money."  Moreover, AP Services, the Debtors' crisis
manager, offered the offhand opinion that, while not a "final
view," it is "difficult to see" value for equity at the end of
these cases.

Mr. Taube contends that the disparate views on valuation must be
resolved -- either through negotiations or through a contested
evidentiary hearing before the United States Bankruptcy Court for
the Northern District of Texas -- before a plan of reorganization
may be confirmed.  Each of the Committees and the Debtors are
represented by a host of financial and other experts to assist, in
part, in dealing with the complex and technical valuation issues
raised in Mirant's cases.  Only the Court has no similar expert.

The Equity Committee believes that the reorganization process will
be materially assisted by broadening the scope of the Mirant
Examiner's responsibilities, to include an independent review and
analysis of the valuation issues.  In analyzing value, the
Examiner should be authorized to review and critique the Debtors'
business plan and to become involved in the business plan revision
process that is currently ongoing.  The Examiner would thus be in
a position to act as the Court's expert, providing the Court with
independent analysis on the numerous complex valuation issues
should valuation, in the end, become a matter requiring an
evidentiary hearing and judicial resolution.  The Examiner would
also be positioned to mediate the disputes among the parties on
valuation issues and facilitate a consensual plan of
reorganization.

Accordingly, the Equity Committee asks the Court to broaden the
Examiner's role to include analyzing and reporting to the Court on
issues relating to the value of the Debtors' assets and assisting
the parties in negotiations relevant to those issues.

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: Moody's Affirms Six Low-B & One Junk Ratings
------------------------------------------------------------
Moody's Investors Service upgraded the ratings of four classes and
affirmed the ratings of ten classes of Morgan Stanley Capital I
Inc., Commercial Mortgage Pass-Through Certificates, Series 1999-
WF1 as follows:

   - Class A-1, $99,081,111, Fixed, affirmed at Aaa;
   - Class A-2, $476,754,000, Fixed, affirmed at Aaa;
   - Class X, Notional, affirmed at Aaa;
   - Class B, $48,425,000, Fixed, upgraded to Aaa from Aa2;
   - Class C, $43,583,000, Fixed, upgraded to Aa3 from A2;
   - Class D, $9,685,000, WAC, upgraded to A1 from A3;
   - Class E, $29,056,000, WAC, upgraded to Baa1 from Baa2;
   - Class G, $9,685,000, WAC, affirmed at Ba1;
   - Class H, $19,370,000, Fixed, affirmed at Ba2;
   - Class J, $7,264,000, Fixed, affirmed at Ba3;
   - Class K, $8,232,000, Fixed, affirmed at B1;
   - Class L, $12,107,000, Fixed, affirmed at B2;
   - Class M, $4,842,000, Fixed, affirmed at B3; and
   - Class N, $4,843,000, Fixed, affirmed at Caa2.

As of the July 15, 2004, distribution date, the transaction's
aggregate balance has decreased by approximately 17.6% to $798.0
million from $968.5 million at closing.  The Certificates are
collateralized by 248 mortgage loans secured by commercial and
multifamily properties.  The loans range in size from less than
1.0% of the pool to 4.8% of the pool, with the top 10 loans
representing 26.1% of the pool.  Six loans representing 1.3% of
the pool have defeased and have been replaced with U.S. Government
securities. One loan has been liquidated from the pool, resulting
in a realized loss of approximately $615,000.

One loan representing less than 1.0% of the pool is in special
servicing. Moody's is not estimating a loss for this loan.

Moody's was provided with year-end 2003 operating results for
approximately 80.5% of the loans in the pool excluding the
defeased loans.  Moody's loan to value ratio -- LTV -- is 73.5%,
compared to 78.5% at securitization.  The upgrade of Classes B, C,
D, and E is due to increased subordination levels and improved
overall pool performance.

The top three loans represent 12.2% of the outstanding pool
balance.  The largest loan is the Golf Mill Shopping Center Loan
($38.0 million - 4.8%), which is secured by 751,000 square feet of
a 990,000 square foot regional mall located approximately 15 miles
northwest of Chicago in Niles, Illinois.  The center is anchored
by J.C. Penney, Sears, Kohl's and Target.  The property's
performance has been impacted by increased operating expenses and
a decline in occupancy.  As of December 31, 2003 the occupancy of
the in-line shops was 58.3%, compared to 65.0% at securitization.
Moody's LTV is in excess of 100.0%, compared to 85.3% at
securitization.

The second largest loan is the Silvertree Hotel & Wildwood Lodge
Loan ($31.6 million - 4.0%), which is secured by two adjacent full
service hotels located approximately 12 miles from Aspen in
Snowmass Village, Colorado.  The two properties contain 410 rooms.
For the trailing 12-month period ending December 31, 2003, the
weighted average RevPAR was $65.13, compared to $82.65 at
securitization. Moody's LTV is in excess of 100.0%, compared to
79.0% at securitization.

The third largest loan is the Galleria Palms Apartments Loan
($27.1 million - 3.4%), which is secured by a 568-unit apartment
complex located in Tempe, Arizona.  The property was 89.8%
occupied as of December 31, 2003, compared to 98.4% at
securitization.  Moody's LTV is 89.8%, compared to 93.2% at
securitization.

The pool's collateral is a mix of multifamily (31.4%), retail
(26.5%), industrial and self-storage (19.4%), office (12.6%),
lodging (8.8%) and U.S. Government securities (1.3%).  The
collateral properties are located in 28 states.  The highest state
concentrations are California (43.8%), Texas (9.3%), Illinois
(6.5%), Georgia (5.4%), and Colorado (4.6%).  Approximately 66.0%
of the properties located in California are in the southern
portion of the state (28.9% of the pool) with the remaining 34.0%
located in the northern portion of the state (14.9% of the pool).
All of the loans are fixed rate.


MULTIPLAN, INC.: Moody's Rates Bank Facilities at Ba3
-----------------------------------------------------
Moody's Investors Service assigned a Ba3 senior implied rating to
MultiPlan, Inc. and Ba3 ratings to the company's $180 million term
loan and $20 million revolver.  MultiPlan entered into the credit
facilities on March 4, 2004 to fund the acquisition of the Network
Services Business (U.S. Health) from the U.S. Health division of
BCE Emergis.  This is the first time Moody's has assigned ratings
to the company. The outlook for the company is stable.

The following ratings were assigned:

   * $20 Million Senior Secured Revolver due 2009, rated Ba3;
   * $180 Million Senior Secured Term Loan due 2009, rated Ba3;
   * Senior Implied Rating, rated Ba3; and
   * Senior Unsecured Issuer rating, rated B1.

The outlook is stable.

The ratings reflect the company's moderately high leverage, its
limited size and scope, pricing pressure in its product lines, and
the competitive nature of the industry, especially for primary PPO
network services.  The ratings further reflect customer
concentration risk, which is partly mitigated by the long-term
nature of MultiPlan's relationship with its top customers.  
Moody's is also concerned about integration risks related to the
acquisition of U.S. Health.  The acquisition is the largest in
MultiPlan's history, and is for an operation equal in size to the
company.

Key credit strengths considered by Moody's include the company's
strong position in the industry, particularly for complementary
network access, MultiPlan's mostly favorable performance in recent
years, and good fundamentals anticipated for the industry.  
Moody's expects continued industry growth driven by the shift to
PPO products from other forms of health insurance, the increase in
utilization of services, the aging of the population and medical
cost inflation.

Additional positive factors recognized by the ratings include the
company's relatively good free cash flow generation, which is due
in part to the limited capital expenditures requirement of the
business, and Moody's expectation for the company to delever and
manage its capital structure conservatively.  Moody's also notes
that the company's interest coverage is very strong for its rating
category, given the low interest expense of the capital structure.

The stable outlook anticipates consistent performance at
Multiplan, with growth in revenues, EBITDA and cash flow following
trends from recent years. Margins will likely remain under
pressure, although MultiPlan may offset the impact through the
realization of acquisition expense synergies.  Moody's expects
cash flow from operations less capital expenditures to remain
good.  We expect free cash flow to be used to fund an annual
dividend to the founder and to fund small acquisitions, with the
remaining amount used to reduce debt.

Moody's ratings and outlook already incorporate the expected
deleveraging over the next twelve to twenty-four months.  As a
result, unless the company materially exceeds our expectations, it
is unlikely the ratings will be revised upwards during this
period. Moody's will consider revising the outlook or ratings if
the company's free cash flow (after the dividend to the owner)
coverage of debt (including 75% of preferred stock) approaches
20%, assuming business risk has not increased.

However, Moody's may downgrade the ratings if MultiPlan completes
a major acquisition, encounters difficulty with the integration,
or experiences a sustained decline in profitability due to an
inability to offset pricing pressures through higher volume and
revenues or through expense reductions.  Moody's would likely
downgrade the company's ratings if we believe the company will be
unable to produce sustainable free cash flow coverage of debt
above 10%.

Multiplan entered the credit agreement on March 4, 2004. Proceeds
were used to partly fund the acquisition of U.S. Health.  The
company raised additional financing through the sale of $144.7
million of preferred stock to General Atlantic Partners for a 40%
ownership stake in the company.  The founder of the company
received a dividend from the preferred stock proceeds.

Moody's rated the bank credit facilities at the same level as the
senior implied.  We did not notch the bank debt above the senior
implied since it represents a high percentage of the capital
structure.

In analyzing the capital structure, Moody's considered a portion
of the preferred stock to be debt.  Under Moody's analytical
framework for hybrid securities, the preferred stock falls into
bucket B and is treated as 75% debt and 25% equity.  The preferred
instrument is treated substantially as debt due to a put feature,
exercisable by GAP under certain conditions, which requires
MultiPlan to redeem the securities five years from the close of
the transaction.  However, the preferred stock can only be repaid
6 months after the repayment of the bank credit facilities.  Since
the preferred dividend is pay-in-kind, Moody's did not adjust the
company's interest coverage metrics.

Historically, MultiPlan did not rely on debt to fund its growth.
However, as a result of the acquisition and the dividend to the
founder, Multiplan now has a highly leveraged capital structure
(adjusted for preferred stock and leases).  Over the next couple
of years, Moody's is anticipating that the ratio of free cash flow
to debt to range from 12% to 15%.  The company's interest coverage
is expected to be quite strong, however, with the ratio of EBIT to
interest expense to be approximately 10 times.  The ratio of
adjusted debt to EBITDAR will be moderately high, starting near 4
times for 2004 and, depending on the company's performance,
dropping to 3 to 3.5 times over the next couple of years.  In
calculating adjusted debt, Moody's included 75% of the value of
the preferred stock and 8 times the company estimated rental
expense.

MultiPlan, Inc., headquartered in New York, New York, is a leading
stand-alone PPO network.  The company provides primary and
complementary network access and services to customers including
health benefits companies, self-insured employers and third party
administrators.


NASCO TECHNOLOGIES: Case Summary & Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Nasco Technologies Corporation
        1800 Nations Drive, Suite 115
        Gurnee, Illinois 60031

Bankruptcy Case No.: 04-28624

Type of Business: The Debtor sells, services and markets CAD/CAM
                  software to engineers and architects.
                  See http://www.nascotech.com/

Chapter 11 Petition Date: August 3, 2004

Court: Northern District of Illinois (Chicago)

Judge: Honorable Judge Bruce W. Black

Debtor's Counsel: Michael J Davis, Esq.
                  Kofkin, Springer, Scheinbaum & Davis, P.C.
                  611 South Addison Road
                  Addison, Illinois 60101
                  Tel: 630-530-9999

Total Assets: $423,928

Total Debts: $1,713,467

Debtor's 17 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
PTC                           Trade Debt                $700,000
140 Kendrick Street
Needham, Massachusetts 02494

Bank One                      Value of                  $643,000
1111 Polaris Parkway          Collateral: $332,000
Street A3, Columbus           Unsecured: $311,000
Ohio 43240

Bank One                      Bank Loan                 $128,000
1111 Polaris Parkway          Value of
Street A3, Columbus           Collateral: $332,000
Ohio 43240                    Unsecured: $128,000

American Express                                         $91,300
Business Finance

Zero Wait State                                          $50,500

MBNA Credit Card                                          $8,500

New Boston Moat, LP                                       $8,450

US Bank Credit Card                                       $8,000

First Corp Lease                                          $7,300

Fourpoint, Inc.                                           $6,825

Dell                                                      $4,800

DSL.net                                                   $4,000

Office Max                                                $2,101

Competitive Distributors Inc.                             $1,680

Multi Media, Inc.                                         $1,400

Fraser Milner Gasgrain, LLP                                 $910

Reliable Office Supply                                      $326


NATIONAL CENTURY: Three Plan-Created Trusts Name Trustees
---------------------------------------------------------
The confirmed Plan of Liquidation of National Century Financial
Enterprises, Inc. and its debtor-affiliates and subsidiaries
established a series of trusts to manage and oversee the
liquidation of their assets.  The trusts and their trustees are:

   Trust              Trustee                    Beneficiaries
   -----              -------                    -------------
   The VI/XII         FTI Consulting,            Holder of NPF
   Collateral Trust   through Martin L. Cohen    VI Notes and
                                                 NPF XII Notes

   The Unencumbered   Erwin I. Katz, Ltd,        Holder of NPF
   Assets Trust       through Erwin I. Katz,     VI Notes, NPF
                      a retired United States    NPF XII Notes
                      Bankruptcy Judge           and certain
                                                 other unsecured
                                                 creditors of
                                                 the Debtors'
                                                 estates

   The CSFB Claims    Avidity Partners, LLC,     Holders of the
   Trust              through John J. Ray, III   NPF XII Notes

According to Fred Neufeld, Esq., at Milbank, Tweed, Hadley &
McCloy, LLP, in Los Angeles, California, there is some overlap
among the members of the Steering Committees, although each
Steering Committee owes a duty only to the specific Trust that it
oversees.  Certain members of the Steering Committee of the VI/XII
Collateral Trust are also members of the Steering Committee for
the CSFB Claims Trust.  All members of the CSFB Claims Trust are
also members of the VI/XII Collateral Trust Steering Committee.  
There is also overlap between the members of the Assets Trust
Steering Committee and the Steering Committees for both the CSFB
Claims Trust and the VI/XII Collateral Trust.

One of the responsibilities of the VI/XII Collateral Trust is to
evaluate and, if necessary, object to, an application filed by
JPMorgan Chase Bank for compensation and reimbursement of its
expenses pursuant to Section 503(b) of the Bankruptcy Code.  The
JPMorgan Application seeks payment of approximately $1 million
from the Debtors' estates.  The amount of the allowed JPMorgan
Application may have an effect on the allocation of certain assets
between the NPF VI Noteholders and the NPF XII Noteholders who are
beneficiaries of the Trusts.

The VI/XII Collateral Trustee discovered that it has a conflict
that precludes it from acting with respect to the JPMorgan
Application.  Thus, the VI/XII Collateral Trust, by and through
its Trustee and Steering Committee, have determined to appoint
Avidity Partners, LLC, as conflicts trustee to act on the Trust's
behalf with respect to the JPMorgan Application.

Accordingly, the VI/XII Collateral Trust asks the Court to:

   (a) approve the appointment of Avidity Partners, LLC, as the
       VI/XII Conflicts Trustee in accordance with the provisions
       of a trust services agreement and authorize the VI/XII
       Conflicts Trustee to investigate and object to the
       JPMorgan Application, including settling and compromising
       the JPMorgan Application at an allowed amount that is less
       than the amount sought in the Application; and

   (b) authorize the VI/XII Collateral Trust to pay compensation
       to, and reimburse the expenses of, the VI/XII Conflicts
       Trustee from the assets of the VI/XII Collateral Trust
       without further Court order.

Avidity will be compensated at these hourly rates:

   Professional                      Hourly Rate
   ------------                      -----------
   John J. Ray, II                       $450
   Other professional staff               275
   Paraprofessional and                   100
      administrative support staff

Invoices for fees and expenses will be submitted monthly to the
VI/XII Collateral Trustee and due upon receipt.  Avidity will be
reimbursed for its reasonable out-of-pocket expenses, including
telephone charges, mailing, postage and copying cots, travel,
office supplies, records storage, insurance and bonding costs.  
Hourly rates are periodically subject to change.

Avidity believes that its concurrent service of the Collateral
Trust and the CSFB Claims Trust will not represent a conflict of
interest.

The VI/XII Collateral Trust also asks the Court to deem that,
notwithstanding any current or future divergence of interest or
actual, perceived or potential conflict of interest between or
among the Assets Trust, the VI/XII Collateral Trust, and the CSFB
Claims Trust or their Steering Committees or beneficiaries, the
appointment of and the service as the VI/XII Conflicts Trustee
will in no way:

   -- impair the VI/XII Conflicts Trustee from acting, in its
      capacity as CSFB Claims Trustee, in the best interests of
      the CSFB Claims Trust with respect to matters comprehended
      within the CSFB Claims Trust; and

   -- serve as a basis for disqualifying the VI/XII Conflicts
      Trustee or in any fashion restricting the VI/XII Conflicts
      Trustee from serving as CSFB Claims Trustee including
      serving or acting on behalf of the CSFB Claims Trust in any
      matter that is adverse to the VI/XII Collateral Trust, the
      Assets Trust or their Steering Committees or beneficiaries.

In connection with the performance of its services as Conflicts
Trustee, Avidity will be indemnified to the fullest extent allowed
by law, except with respect to its willful misconduct, provided
further that the aggregate liability of Avidity will be the amount
of fees paid for its services as Conflicts Trustee.  All the
rights and powers granted to the VI/XII Collateral Trustee under
the terms of the Collateral Trust with respect to the JPMorgan
Application will be applicable to and fully extend to Avidity as
Conflicts Trustee.

Avidity will not provide legal, actuarial, tax, financial
statement reporting, accounting or banking or investment banking
advice, or claims agent or registrar services.  These advice and
services will be provided by third parties on behalf of, and at
the expense of the Collateral Trust, as reasonably determined to
be necessary by Avidity.

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- is the market leader  
in healthcare finance focused on providing medical accounts
receivable financing to middle market healthcare providers.  The
Company filed for Chapter 11 protection on November 18, 2002
(Bankr. D. Ohio Case No. 02-65235).  Paul E. Harner, Esq., Jones,
Day, Reavis & Pogue represents the Debtors in their restructuring
efforts. (National Century Bankruptcy News, Issue No. 44;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NEW WORLD PASTA: Wants to Hire Skadden Arps as Special Counsel
--------------------------------------------------------------
New World Pasta Company and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Middle District of Pennsylvania for
permission to hire Skadden, Arps, Slate, Meagher & Flom LLP as
their special counsel.

Before the Debtors filed for protection from their creditors,
Skadden Arps provided, among other things, advice regarding
restructuring matters in general and prepared them for a potential
commencement and prosecution of their chapter 11 cases.

Based on Skadden Arps' familiarity with the Debtors' businesses,
its continued representation is essential to the Company's efforts
to effectively restructure their businesses.

Skadden Arps will:

   a) advise and represent the Debtors in connection with
      investigations by the Securities and Exchanges Commission
      and other governmental agencies;

   b) advise and represent the Debtors in connection with a
      motion to intervene pending in the United States Court of
      Appeals for the Third Circuit, in the matter styled as
      Timothy E. Flake v. U.S. Department of Labor,
      Administrative Review Board, Case No. 04-2075 and any
      other proceedings related to such matter;

   c) advise and represent the Debtors in connection with a
      lawsuit filed against it in the United States Bankruptcy
      Court for the District of Delaware, styled as Fleming
      Companies, Inc. v. New World Pasta Company, Adversary No.
      04-52302 (MFW);
      
   d) through the banking & institutional investing department
      of Skadden's New York office, provide non-bankruptcy
      services and transitional advice to the Debtors and assist
      General Bankruptcy Counsel in connection with the Debtors'
      current post-petition financing and the Debtors'
      consideration of alternative sources of post-petition
      financing other than the Debtors' consensual or
      nonconsensual use of cash collateral;

   e) provide non-bankruptcy services and general corporate
      advice to the Debtors and assist General Bankruptcy
      Counsel with respect to legal issues arising in or with
      respect to the Debtors' ordinary course business,
      including advising on non-debtor operations in Italy and
      Canada, employee agreements, workers' compensation,
      employee benefits, labor, tax, environmental, banking,
      insurance, securities, product liability, intellectual
      property, contracts, real property, press/public affairs
      and regulatory matters;

   f) provide non-bankruptcy services and advice to the Debtors
      and assist General Bankruptcy Counsel in connection with
      the Debtors' disclosure obligations, including advising
      the Debtors and assisting General Bankruptcy Counsel with
      respect to continuing disclosure and reporting
      obligations, if any, under securities laws and the
      preparation of a disclosure statement to accompany a plan
      of reorganization;

   g) attend meetings with respect to the above matters; and

   h) perform all other necessary legal services and provide all
      other necessary legal advice to the Debtors in connection
      with the matters referred to above.

Greg M. Galardi, Esq., will lead the team in this engagement.
Skadden Arps professional current hourly rates are:

       Designation                         Hourly Billing Rate
       -----------                         -------------------
       Partners and Of Counsel             $520 to $760
       Counsel and Special Counsel          495 to  630
       Associates                           250 to  490
       Client Specialists                   230
       Legal Assistants and Support Staff    85 to  195

Headquartered in Harrisburg, Pennsylvania, New World Pasta Company
-- http://www.nwpasta.com/-- is the leading dry pasta  
manufacturer in the United States.  The Company filed for chapter
11 protection on May 10, 2004 (Bankr. M.D. Pa. Case No. 04-02817).  
Eric L. Brossman, Esq., at Saul Ewing LLP represents the Debtors
in their restructuring efforts.  When the Company filed for
protection from its creditors, they listed both estimated debts
and assets of over $100 million.


NORCRAFT HOLDINGS: Limited Prod. Diversity Prompts S&P's B+ Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Norcraft Holdings LP, a new parent holding
company of cabinet manufacturer Norcraft Companies LP (Norcraft).
At the same time, Standard & Poor's assigned its 'B-' rating to
Norcraft Holdings' proposed senior discount notes due in 2012 and
affirmed its ratings on Norcraft. The outlook is stable.

Net proceeds of about $76 million from the discount note offering
are expected to be distributed through a dividend to the company's
shareholders.

"The negative effects of this transaction on Norcraft's credit
quality, and demonstration of a more aggressive financial policy
than previously anticipated are barely accommodated at the 'B+'
corporate credit rating by our expectation of continued favorable
industry conditions over the intermediate term, which should allow
for a modest strengthening of the financial profile," said
Standard & Poor's credit analyst Dominick D'Ascoli.

The ratings on Eagan, Minn.-based Norcraft reflect limited product
diversity within a cyclical industry, a modest sales and asset
base, a very aggressive financial policy, and thin credit
protection measures. Partly offsetting these negative factors are
the company's good cost position, experienced management team, and
currently strong industry conditions.

Norcraft is a North American manufacturer of kitchen and bathroom
cabinetry, with last 12-month sales ended June 30, 2004, of $293
million, and a tangible asset base of under $100 million. This
modest level of revenue ranks the company as the fifth-largest
cabinet manufacturer in North America--a highly fragmented
industry with more than 5,000 participants.


NRG ENERGY: Boasts of $94 Million Balance Sheet Debt Elimination
----------------------------------------------------------------
NRG Energy, Inc. (NYSE:NRG) reported earnings of $83 million for
the second quarter ended June 30, 2004.  This included $14 million  
related to discontinued operations. Earnings from ongoing
operations were $69 million.  

"Our strong second quarter performance was attributable to our
employees maintaining focus on all phases of asset management:
plant operations, managing commercial risk, resolving legacy
issues, and continuing to pursue transactions which further reduce
our balance sheet debt," said David Crane, NRG's President and
Chief Executive Officer.  "Additionally, continued higher natural
gas prices supported higher power prices, which improved margins
at our coal facilities and helped to offset the impact of
unseasonably mild weather during the quarter."

Second Quarter Financial Highlights:

   -- $282 million in EBITDA;

   -- $1.34 billion of liquidity as of June 30; and

   -- Asset sales resulting in $97 million of cash proceeds and
      $94 million in balance sheet debt elimination.

The Company reported $282 million of EBITDA and $233 million of
Adjusted EBITDA.  Adjusted EBITDA excludes certain unusual or
nonrecurring items that are listed in the attached EBITDA
reconciliation tables.

                      Operational Summary

During the quarter, NRG benefited from sustained higher natural
gas prices, which led to improved energy revenue margin at NRG's
coal-fired facilities.  The Company continued to expand its Powder
River Basin (PRB) coal conversion program, aimed at substantially
reducing sulfur emissions from NRG's coal-fired plants in New York
and Delaware.  NRG plant staff focused on preparing for the high-
demand summer season with increased seasonal maintenance schedules
and continued efforts to improve operations and efficiencies at
its facilities.

During the three months ended June 30, 2004, the Company incurred
$5.6 million of one-time costs related to its corporate relocation
activities, primarily related to employee severance and
termination benefits.

Equity earnings from West Coast Power, a joint venture with
Dynegy, were higher than expected due to favorable market
conditions and settlement adjustments. NRG continues to work with
Dynegy to secure a replacement contract for the California
Department of Water Resources that expires at year-end 2004.

                    Liquidity and Cash Flow

Liquidity as of June 30, 2004, remains healthy at $1.34 billion.
Year-to-date cash flow from operations remains strong at
$317 million, while net cash flow generated for the first six
months was $270 million.

"We continue to make significant progress in selling our noncore
assets and gaining flexibility on our balance sheet," commented
Crane.

During the second quarter, NRG completed sales of noncore assets,
resulting in $97 million in cash proceeds and $94 million in
balance sheet debt reduction.  Additionally during the quarter,
NRG executed a purchase and sale agreement for its Batesville
facility, which is expected to reduce debt further by $292 million
and contribute additional cash proceeds of $27 million.  In July,
FERC approved the transfer of NRG's McClain assets to OG&E
Electric Services that will result in an additional $157 million
reduction in balance sheet debt.

                            Outlook

NRG expects the high fuel price environment to continue through
the remainder of the year, notwithstanding the mild weather this
summer. NRG expects reported cash flow from operations to be $513
million and reported EBITDA to be approximately $837 million;
adjusted cash flow from operations and adjusted EBITDA for 2004
are expected to be $441 million and $850 million, respectively.
This outlook assumes normalized weather conditions for the second
half of the year and no unusual or unforeseen events or
significant changes in foreign exchange rates.

Beyond 2004, NRG continues to operate in an overbuilt and
challenging wholesale power generation market. The recent
suggestion of an improvement in values for power generation
assets, in our opinion, is more reflective of the influx of money
into funds seeking to invest in this sector than in any sustained
recovery in wholesale electricity prices.

NRG Energy, Inc. owns and operates a diverse portfolio of power-
generating facilities, primarily in the United States. Its
operations include baseload, intermediate, peaking, and
cogeneration facilities, thermal energy production and energy
resource recovery facilities.  The company, along with its
affiliates, filed for chapter 11 protection (Bankr. S.D.N.Y. Case
No. 03-13024) on May 14, 2003.  The Company emerged from chapter
11 on December 5, 2003, under the terms of its confirmed Second
Amended Plan.  James H.M. Sprayregen, P.C., Matthew A. Cantor,
Esq., and Robbin L. Itkin, Esq., at Kirkland & Ellis, represented
NRG Energy in its $10 billion restructuring.


OWENS CORNING: District Court Asked to Review Ethical Conflicts
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Owens
Corning's chapter 11 cases gives notice to the United States
Bankruptcy Court for the District of Delaware of its intention to
appeal Judge Fitzgerald's decision entered on June 21, 2004,
denying Structural Relief the creditor panel says is required to
eradicate legal and ethical conflicts involving the asbestos law
firms.

The Commercial Committee will ask the U.S. District Court for the
District of Delaware to determine whether Judge Fitzgerald erred:

    (1) When she determined that the Commercial Committee had no
        standing to pursue the Structural Relief;

    (2) In a case in which the majority of the members appointed
        to the Asbestos Claimants Committee by the U.S. Trustee
        held contract claims rendering their economic interests
        parallel to, if not identical to, the interests of the
        Commercial Committee, when she determined that the
        Commercial Committee had no right to raise issues that
        fall within the scope of this area of common interest;

    (3) When she determined that Section 1103 of the Bankruptcy
        Code did not provide the Commercial Committee with the
        right to negotiate with an official committee whose
        members' agents were free from conflicts of interest not
        permitted by applicable order of legal ethics;

    (4) In ruling that the Commercial Committee had no right to
        negotiate a plan or reorganization with the members of the
        Asbestos Claimants Committee;

    (5) In denying relief to the Commercial Committee despite
        infringement of its statutory right to negotiate a plan
        because lawyers acting on behalf of the actual members of
        the Asbestos Claimants Committee had personal interests
        that conflicted with the interests of the members on whose
        behalf they were acting;

    (6) In refusing to apply the Delaware Lawyers' Rules of
        Professional Conduct, including Rule 8.3, when she was
        informed of ethical violations;

    (7) In refusing to apply the Delaware Lawyers' Rules of
        Professional Conduct when the Asbestos Claimants
        Committee did not dispute the facts, the law or the
        conclusion that lawyers, acting on behalf of members of
        the Asbestos Claimants Committee, violated ethical
        obligations; and

    (8) Where she ignored violations of ethical rules where the
        respondents to the Structural Relief Motion did not
        dispute allegations of violations of applicable rules of
        legal ethics.

Credit Suisse First Boston, as agent to the Debtors' Bank lenders,
supports the appeal.

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


PACIFIC GAS: Preferred Stock Dividends to be Paid on August 15
--------------------------------------------------------------
Pacific Gas and Electric Company declared dividends on all
outstanding series of the company's preferred stock for the three
months ending July 31, 2004.  The dividends will be payable on
August 15, 2004, to shareholders of record on July 30, 2004.

Pacific Gas and Electric Company will pay dividends on its 11
series of preferred stock and the amount to be paid per series per
share will be as follows:

      First Preferred Stock           Quarterly Dividend to be
         $25 Par Value                     Paid per Share
      ----------------------          ------------------------
      Redeemable
        7.04%                                       $0.4400000
        6.57%                                        0.4106250
        6.30%                                        0.3937500
        5.00%                                        0.3125000
        5.00% Series A                               0.3125000
        4.80%                                        0.3000000
        4.50%                                        0.2812500
        4.36%                                        0.2725000
      Non-Redeemable
        6.00%                                        0.3750000
        5.50%                                        0.3437500
        5.00%                                        0.3125000

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 and Electric emerged from chapter 11
protection on April 12, 2004, paying all creditors 100 cents-on-
the-dollar plus post-petition interest.  (Pacific Gas Bankruptcy
News, Issue No. 80; Bankruptcy Creditors' Service, Inc.,
215/945-7000)   


PACIFIC GAS: Reviews Conflicting Records at Humboldt Bay Plant
--------------------------------------------------------------
Pacific Gas and Electric Company identified and is working to
resolve conflicting documentation about the storage location of a
small amount of used nuclear fuel at its Humboldt Bay Power Plant,
near Eureka in Northern California.  The issue relates to records
of the movement of used nuclear fuel more than 34 years ago, and
has no impact on the health and safety of the public.  The amount
of fuel in question consists of three, half-inch diameter by 18-
inch long segments, weighing a total of about 4 pounds, which were
cut from a single, seven-foot fuel rod in 1968.

Plant records indicate that these segments may have been shipped
offsite in 1969, as part of a larger shipment of used fuel sent
for reprocessing.  However, recently reviewed documents indicate
the fuel may have remained stored safely underwater since 1968, in
the plant's used fuel pool, where other used nuclear fuel is
stored.  Plant employees are now in the process of retrieving and
examining additional records, as well as meticulously searching
the contents of the used fuel pool, to determine which document is
accurate.

"The fuel rod segments remain in the used fuel pool, or were
shipped offsite to an appropriate, controlled facility - either
for analysis or reprocessing," said Greg Rueger, senior vice
president for generation and Chief Nuclear Officer for the
utility.  "However, we must ensure we have accurate records, and
that entails a meticulous search of the pool itself, to confirm
the location of these three used fuel segments."

In the late 1960's up to the mid-1970's, nuclear power plants were
permitted to ship used nuclear fuel offsite for reprocessing to be
used again.  The fuel in question would have gone to the Nuclear
Fuel Services reprocessing facility, located in West Valley, New
York.  The Humboldt power plant, which opened in 1963, ceased
operations in 1976.  No fuel has been shipped offsite since 1974.

The security in place at the Humboldt plant now and throughout its
existence adds to the strong belief that the fuel was either
appropriately shipped offsite, or stored in the pool.  There is no
way these used fuel segments could have been removed
inappropriately from the site without detection by an extensive
array of radiation monitors.  Further, to be handled safely, the
segments would have to be encased in a steel-and-lead container
weighing nearly one ton, and could only have been moved with
special handling equipment designed for this purpose.

                        Conflicting Records

Since late 2003, PG&E plant personnel have been in the process of
conducting a meticulous search of the plant's records, and
verifying and characterizing the contents of the used fuel pool,
in preparation for the upcoming decommissioning of the plant and
movement of the used fuel pool contents to dry cask storage.  On
June 23, 2004, while undertaking this review, PG&E personnel
discovered the first indication of a discrepancy in documentation,
as they reviewed minutes of the plant's On-Site Review Committee
(OSRC) meetings from 1968.  Those minutes revealed one fuel rod
had been removed from a fuel assembly and three approximately 18-
inch-long segments were cut from it. (Fuel rods, which are about
seven feet long, are typically secured in what is called a fuel
assembly, which in this case consists of 49 fuel rods.)  These
three segments were to be shipped offsite for analysis at the
Battelle Laboratory in Columbus, Ohio in September 1968.  However,
these OSRC minutes further indicate the shipment was cancelled and
the three fuel segments, along with the remnants of the cut fuel
rod, did not leave the Humboldt plant and were returned to the
used fuel pool.  The documents note that the remnants of the cut
rod were deposited in the pool's main (central) storage container
(used to store miscellaneous irradiated components), but the exact
location in the pool of the three segments was not identified.

These 1968 OSRC minutes conflict with the plant's current used
fuel inventory, which does not identify this fuel rod as being
located at the plant.  In fact, documentation was reviewed on June
25, 2004, which indicates that the entire fuel assembly was
shipped offsite for reprocessing at the West Valley facility on
August 6, 1969.  This shipping record does not indicate that one
fuel rod had been removed from the assembly.  It is now considered
likely that this record is not complete, and the fuel assembly was
shipped in 1969 without the fuel rod in question.

Further review of records did not resolve this discrepancy, so on
June 28, PG&E verbally notified the Nuclear Regulatory Commission
(NRC) Region IV office of the matter.

                       Investigation Status

Plant personnel have continued to review records, and on July 7,
began a physical search of the used fuel pool focused on locating
the segmented fuel rod in question.  The pool, which is from 26 to
30 feet deep and 22 feet wide by 28 feet long, must be searched
slowly and methodically, using underwater cameras and remote-
controlled tools on long poles.  There are 390 used fuel
assemblies stored in the pool, with numerous spaces between and
around them.  In addition, there are six storage containers filled
with various irradiated hardware and components.  Each of these
storage containers must be emptied piece-by-piece to conduct a
full search for the fuel segments.  They are 8 feet long and range
in dimension from four to about nine inches square.  Two of these
containers, including the main storage container, have been
searched and their contents inventoried.

On July 9-11, 2004, this search appears to have verified that the
remnants of the cut fuel rod in question are located in the main
storage container, as indicated in the OSRC minutes.  In an effort
to verify that the three 18-inch segments are also in the pool,
the physical search is continuing.

"It may take several more weeks to finish an exhaustive review of
the appropriate documents from the 1960's and conduct a full
search of the pool, but we are putting significant effort into
resolving this discrepancy as quickly as possible.  We want there
to be no question about how seriously we take our responsibility
to safely store used fuel," Rueger said.

                            Next Steps

PG&E has continuously updated the NRC on the status of the
investigation, and regional NRC personnel have inspected the site
and are monitoring progress.

PG&E is continuing its documentation search, and has begun
interviewing current and former plant personnel who worked at the
plant as far back as 1967.  The utility is requesting Nuclear Fuel
Services, Inc. and the Battelle Laboratory provide access to their
records, for this review.

The investigation could take several more weeks to complete,
largely because of the difficulty associated with physically
searching the used fuel pool.

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 and Electric emerged from chapter 11
protection on April 12, 2004, paying all creditors 100 cents-on-
the-dollar plus post-petition interest.  (Pacific Gas Bankruptcy
News, Issue No. 80; Bankruptcy Creditors' Service, Inc.,
215/945-7000)   


PDVSA FINANCE: S&P Lowers B+ Rating on Outstanding Notes to 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on PDVSA
Finance Ltd.'s outstanding notes to 'B' from 'B+' and removed it
from CreditWatch with negative implications, where it was placed
June 28, 2004.  

The downgrade follows the Aug. 3, 2004, successful completion of a
tender and consent solicitation by Petroleos de Venezuela S.A.
(PDVSA).  Of the $2.61 billion of debt outstanding prior to the
tender offer, $2.51 billion (96.34%) was tendered by noteholders,
leaving approximately $95.5 million in notes outstanding after
completion of the tender.

Standard & Poor's believes that amendments made to the terms of
the transaction upon completion of the tender have reduced the
structural protection afforded to investors who continue to hold
PDVSA Finance debt.

The tender and consent offer by PDVSA -- the national oil company
of Venezuela -- required all noteholders tendering their notes in
return for the purchase price to agree to certain amendments to
the current PDVSA Finance transaction terms. All holders of notes
outstanding after completion of the tender are now bound by these
amendments.

The key amendments and waivers now enforced include:

   -- The removal as designated obligors of certain key companies
      affiliated with PDVSA, including Citgo Petroleum Corp. and
      Hovensa LLC;

   -- A reduction in the required monthly average and percentage
      amount of export receivables sold through the PDVSA Finance
      transaction to 4.5 million barrels of crude oil of less than    
      30 degrees American Petroleum Institute (API) gravity from
      27 million barrels and to 40% from 80% of total sales of oil
      that is less than 30 degrees API gravity, respectively;

   -- A change in the definitions of "specified events" and
      "events of default" to incorporate the sale requirement
      changes mentioned above; and

   -- A potential reduction in the provision of accounting and    
      other financial information currently provided under SEC
      rules should PDVSA Finance not be subject to these
      disclosure requirements in the future.

Although completion of the tender offer has boosted debt service
coverage significantly, Standard & Poor's believes that the credit
quality of the transaction has declined somewhat due to greater
potential supply diversion risk, decreased transparency with
respect to PDVSA's physical and financial operations (especially
should the company de-register the PDVSA Finance transaction), and
the general trend toward greater political interference in the
operations of PDVSA by the government. In particular, the enhanced
ability of PDVSA to sell its oil exports to buyers who are not
designated customers has, in Standard & Poor's view, increased the
risk of a debt service payment shortfall should oil prices decline
sharply and/or if the company should suffer another sharp drop in
exports as occurred during the labor strike of late 2002 to early
2003. During that strike, oil supplies to non-PDVSA-affiliated
customers dropped severely, as PDVSA prioritized the sale of its
limited supplies to its own affiliates over nonaffiliated
customers.

Standard & Poor's also notes that maintenance of the 'B' rating
going forward will hinge on the transaction remaining in a "run-
off" mode. Should PDVSA elect to use PDVSA Finance for additional
debt issuance at a later date, Standard & Poor's would need to
review the credit issues surrounding the deal at that time in
order to assign a potentially revised facility and new issuance
rating.  


PEGASUS SATELLITE: Wants to Employ Herbein as Tax Consultant
------------------------------------------------------------
Pegasus Satellite Communications, Inc., and its debtor-affiliates
ask the United States Bankruptcy Court for the District of Maine
for permission to employ Herbein & Company, Inc., to provide
corporate taxation advisory and consulting services in their
Chapter 11 cases.

According to Scott A. Blank, Pegasus Senior Vice President, Legal
and Corporate Affairs, and General Counsel, Herbein is familiar
with the Debtors' business and financial affairs.  In 1991, the
Debtors engaged Herbein to provide certain corporate taxation
advisory and consulting services.  Since then, Herbein has filed
all the necessary state and federal corporate and property tax
filings required by all of the Debtors' businesses.  Herbein
currently files all necessary state and federal tax returns for 55
Pegasus entities.  Given the length and depth of their
relationship with Herbein, the Debtors believe that requiring them
to hire a different firm to prepare and file all necessary tax
filings, or to advise on corporate taxation matters would be both
inefficient and comparatively costly.

Herbein will provide corporate taxation advisory services as
needed throughout the Debtors' Chapter 11 cases, including:

    (a) preparation of federal consolidated income tax returns
        consisting of 54 companies as well as filing in 30 states
        for state income, franchise, and net worth taxes for the
        individual companies;

    (b) consulting services regarding the tax implications of
        various transactions; and

    (c) preparation of required Annual Reports for state
        registration in addition to business property tax filings.

The Debtors will pay Herbein's professionals based on these hourly
rates:

            Partners                    $267 - 184
            Managers                     178 - 114
            Supervisors                  128 -  87
            Seniors                      107 -  75
            Staff                         90 -  57
            Clerical                      67 -  55

According to Carl D. Herbein, Managing Partner of the firm,
Herbein has no connection with the Debtors, their creditors,
equity security holders, or other parties-in-interest. The firm is
a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

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


PEGASUS: U.S. Trustee Amends Creditors' Committee Membership
------------------------------------------------------------
Robert Checkoway, the Assistant United States Trustee for
Region 1, appointed Silver Point Capital and affiliates to the
Official Committee of Unsecured Creditors of Pegasus Satellite
Communications, Inc., et al.  The Committee now has seven members:

    (a) Wachovia Bank, N.A., as trustee,

    (b) J.P. Morgan Trust Company, NA, as trustee,

    (c) HSBC Bank USA, as successor indenture trustee,

    (d) D.E. Shaw Laminar Portfolios, LLC,

    (e) Singer Children's Management Trust and affiliates,

    (f) LC Capital Master Fund, Ltd., and

    (g) Silver Point Capital and affiliates.

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


PILLOWTEX CORP: Asks Court Nod on $102K New Horizons Break-Up Fee
-----------------------------------------------------------------
William H. Sudell, Jr., Esq., at Morris Nichols Arsht & Tunnel, in
Wilmington, Delaware, tells the United States Bankruptcy Court for
the District of Delaware that in the event that Pillowtex
Corporation and its debtor-affiliates and subsidiaries consummate
a sale of their Hanover Property to a purchaser other than New
Horizons Partnership, LLC, the Debtors propose to pay New Horizons
a $102,000 break-up fee.

The Hanover Property consists about 22.5 acres located at 401
Moulstown Road in Hanover, Pennsylvania, and including a 275,000
square-foot manufacturing plant.  The deadline for submitting a
competing bid for the Property is August 27, 2004 at 4:00 p.m.,
prevailing Eastern Time.

The Break-Up Fee represents 3% of the $3,400,000 Purchase Price
New Horizons' offered.  The Debtors believe that the Break-Up Fee
is reasonable, considering:

    -- New Horizons' expenditure of time and resources;

    -- the Break-Up Fee's modest amount; and

    -- the benefit to the Debtors' estate of securing a stalking
       horse bid.

Mr. Sudell also asserts that the Break-Up Fee is:

    (a) an actual and necessary cost and expense of preserving the
        Debtors' estate within the meaning of Section 503(b) of
        the Bankruptcy Code;

    (b) of substantial benefit to the Debtors' estate;

    (c) reasonable and appropriate; and

    (d) necessary to ensure that New Horizons will continue to
        pursue its proposed acquisition of the Property.

Accordingly, the Debtors ask the Court to approve the payment of
the Break-Up Fee to New Horizons in the event the Debtors
consummate a sale of the Hanover Property to an alternative
purchaser.

Headquartered in Dallas, Texas, Pillowtex Corporation --
http://www.pillowtex.com/-- sells top-of-the-bed products to  
virtually every major retailer in the U.S. and Canada. The Company
filed for Chapter 11 protection on November 14, 2000 (Bankr. Del.
Case No. 00-4211).  David G. Heiman, Esq., at Jones, Day, Reavis &
Poque represents the Debtors in their restructuring efforts.  On
July 30, 2003, the Company listed $548,003,000 in assets and
$475,859,000 in debts. (Pillowtex Bankruptcy News, Issue No. 67;
Bankruptcy Creditors' Service, Inc., 215/945-7000)    


QUADRAMED CORP: Begins AMEX Trading on Aug. 19 Under 'QD' Symbol
----------------------------------------------------------------
QuadraMed(R) Corporation (OTCBB:QMDC.OB) will begin trading its
shares on the American Stock Exchange(R) (Amex(R)) with the ticker
symbol QD on August 19, 2004.

"Successfully listing QuadraMed on a national stock exchange marks
a significant milestone in the Company's continued progress," said
QuadraMed Chairman and CEO, Lawrence P. English. "The listing will
improve liquidity and increase the number of potential owners of
our shares," he added.

"We are pleased to welcome QuadraMed to the American Stock
Exchange," said John McGonegal, senior vice president of the Amex
Equities Group. "We look forward to working with QuadraMed in
building increased investor awareness and visibility within the
investment community."

                About QuadraMed Corporation

QuadraMed is dedicated to improving healthcare delivery by
providing innovative healthcare information technology and
services. From clinical and patient information management to
revenue cycle and health information management, QuadraMed
delivers real-world solutions that help healthcare professionals
deliver outstanding patient care with optimum efficiency. Behind
our products and services is a staff of more than 900
professionals whose experience and dedication to service has
earned QuadraMed the trust and loyalty of customers at more than
2,000 healthcare provider facilities. To find out more about
QuadraMed, visit http://www.quadramed.com/  

At March 31, 2004, QuadraMed Corporation's balance sheet showed a  
stockholders' deficit of $19,936,000, compared to a deficit of  
$16,883,000 at December 31, 2003.


RELIANCE: Liquidator Asks Court to Okay Mountainside Settlement
---------------------------------------------------------------
M. Diane Koken, the Insurance Commissioner of the Commonwealth of  
Pennsylvania as Liquidator of Reliance Insurance Company, asks the
Commonwealth Court of Pennsylvania for permission to enter a
settlement resolving all outstanding disputes and claims with
Mountainside Holdings, LLC.  Mountainside is the assignee of
EquiMed, Inc., Douglass Colkitt, M.D., Joanne Russell and Jerome
Derdel, M.D., in a dispute with RIC relating to an excess policy
of insurance issued by RIC to EquiMed.

Messrs. Colkitt and Derdel and Ms. Russell are former directors
and officers of EquiMed, a national physician management company
that provides oncology and ophthalmology services.  Steadfast
Insurance Company issued EquiMed a $5,000,000 director's and
officer's liability policy.  On April 2, 1996, RIC issued Excess
Policy No. NDA 0127265-96, a follow form excess policy providing
$5,000,000 coverage in excess of the $5,000,000 limit of the
Steadfast Policy.  

                          Qui Tam Action

On August 25, 1998, a Qui Tam Action was filed in the United
States District Court for the District of Maryland, under the
federal False Claims Act against Messrs. Colkitt and Derdel, Ms.
Russell, and more than 80 other healthcare entities owned,
operated, controlled by or affiliated with EquiMed.

                       Centre County Action

On May 6, 1999, EquiMed, Messrs. Colkitt and Derdel, and Ms.
Russell filed an action in the Court of Common Pleas of Centre
County, Pennsylvania, styled EquiMed, Inc., et al., v. Steadfast
Insurance Company, et al., No. 99-585.  The Centre County Action
asserted various claims for breach of contract and bad faith
against Steadfast and sought injunctive relief to compel Steadfast
to pay defense costs in the Qui Tam Action.  RIC was not initially
named as a defendant.

                       Fulton County Action

On July 20, 1999, RIC filed a suit for rescission of the Excess
Policy in the Superior Court of Fulton County, Georgia, Case No.
1999-CV-11588.  RIC argued that the Excess Policy was fraudulently
procured.  RIC tendered $363,536 to EquiMed, which represented the
premiums, plus interest, that EquiMed paid for the Excess Policy.  
EquiMed refused to accept the funds.  On October 4, 1999, RIC and
EquiMed agreed to a Consent Order, pursuant to which RIC deposited
the funds in the registry of the Superior Court of Fulton County,
pending resolution of the Fulton County Action.

On September 29, 1999, the Fulton County Court stayed the matter
pending resolution of the Centre County Action.  EquiMed amended
the Centre County Action to name RIC as a defendant.

                  EquiMed Bankruptcy Proceedings

On February 4, 2000, EquiMed's creditors filed an involuntary
bankruptcy petition in the U.S. Bankruptcy Court for the District
of Maryland.  EquiMed was adjudicated to be a debtor under Chapter
7 of the Bankruptcy Code and a trustee was appointed for the
bankruptcy estate.

EquiMed filed a voluntary petition for bankruptcy in the U.S.
Bankruptcy Court for the Middle District of Pennsylvania.  RIC
removed the Centre County Action to the Pennsylvania Court and the
Action was then transferred to the Maryland Bankruptcy Court,
where the involuntary bankruptcy petition was proceeding.

                      Settlement Negotiations

In January 2001, the Trustee for EquiMed, Steadfast and RIC
reached an insurance settlement to resolve the Centre County
Action and the coverage issues under the Excess Policy subject to
approval by the Maryland Bankruptcy Court.

Under the terms of the Insurance Settlement, RIC would pay the
Trustee the $363,536 on deposit with the Fulton County registry,
plus an additional $100,000.  In exchange, the Trustee would
request the Maryland Bankruptcy Court to declare the Excess Policy
void, dismiss the Centre County Action with prejudice, and order
the release of any other claims that could be brought under the
Excess Policy.  RIC and the Trustee would establish an escrow
account with Wiley, Rein & Fielding, into which the $363,536, plus
the $100,000 premium, would be deposited.  RIC and EquiMed
obtained a Consent Order from the Fulton County Court directing
this transfer.

                        Global Settlement

While negotiating the Insurance Settlement with RIC, the Trustee
was also negotiating a contradictory Global Settlement with
Messrs. Colkitt and Derdel, and Ms. Russell, and other entities
relating to the Qui Tam Action.  Under the Global Settlement, the
Trustee would withdraw from the Insurance Settlement and assign to
Messrs. Colkitt and Derdel, and Ms. Russell, or their designee,
EquiMed's interest in the Excess Policy.  The Trustee asked the
Maryland Bankruptcy Court to approve the Global Settlement.  As a
result of the new developments, the Maryland Bankruptcy Court
refused to approve the Insurance Settlement, noting that EquiMed's
estate would yield greater consideration under the Global
Settlement.  The Maryland Bankruptcy Court remanded the Centre
County Action to the Centre County Court to allow Messrs. Colkitt
and Derdel, and Ms. Russell to pursue coverage claims under the
Steadfast and Excess Policies.

Once RIC was placed in liquidation, the Liquidator sought the
release of the funds in the Escrow Account so they could be
accounted for as an asset of the RIC estate and deposited in the
appropriate registry.  The Trustee refused, stating that under the
Global Settlement it had assigned all rights to the Excess Policy
to Messrs. Colkitt and Derdel, and Ms. Russell.  In turn, Messrs.
Colkitt and Derdel, and Ms. Russell refused to release the funds.  

The Liquidator filed a request with the Maryland Bankruptcy Court
to compel the transfer of the funds to the RIC estate.  The
Maryland Bankruptcy Court granted the request, but the order was
reversed by the Maryland District Court.  The District Court
directed that the $363,536 remain in the Escrow Account until
either the Centre County Court or the Commonwealth Court ruled
that they were assets of the RIC estate.

The Centre County Court refused to decide on the issue because of
the stay imposed by the Commonwealth Court's Liquidation Order.  
Subsequently, Messrs. Colkitt and Derdel, and Ms. Russell assigned
EquiMed's rights to the Excess Policy to Mountainside.  On
December 3, 2003, Mountainside filed an application to intervene
with the Commonwealth Court to establish ownership of the $363,536
in the Escrow Account.  However, before the Commonwealth Court
could rule, Mountainside, Messrs. Colkitt and Derdel, and Ms.
Russell, and the Liquidator reached a settlement agreement
resolving the disputes.

                     Terms of the Settlement

Under the Settlement, RIC will release its rights to the $376,703
in the Escrow Account, which is comprised of the past premiums and
interest from November 30, 2003.  RIC will direct the escrow agent
to deliver the proceeds to Mountainside.  The parties agree that
RIC and the Liquidator have no present or future obligation to
provide coverage for any claims under the Excess Policy.

Jerome R. Richter, Esq., at Blank Rome, in Philadelphia,
Pennsylvania, asserts that the Settlement Agreement is warranted.  
The Settlement Agreement does not require payment of any funds
from the RIC estate.  RIC must merely release its rights to the
proceeds in the Escrow Account.  The Settlement Agreement achieves
the end sought in the Fulton County Action -- the termination of
any liability under the Excess Policy -- removing potentially
multi-million dollar liabilities from the RIC estate.

Headquartered in New York, New York, Reliance Group Holdings, Inc.
-- http://www.rgh.com/-- is a holding company that owns 100% of  
Reliance Financial Services Corporation.  Reliance Financial, in
turn, owns 100% of Reliance Insurance Company.  The holding and
intermediate finance companies filed for chapter 11 protection on
June 12, 2001 (Bankr. S.D.N.Y. Case No. 01-13403), listing
$12,598,054,000 in assets and $12,877,472,000 in debts.  The
insurance unit is being liquidated by the Insurance Commissioner
of the Commonwealth of Pennsylvania.  (Reliance Bankruptcy News,
Issue No. 58; Bankruptcy Creditors' Service, Inc., 215/945-7000)    


SCHLOTZSKY'S INC: Nasdaq Halts Trading Effective August 12
----------------------------------------------------------
The common stock of Schlotzsky's, Inc. (NASDAQ: BUNZ) will be
delisted from The Nasdaq Stock Market effective at the opening of
business on Thursday, August 12, 2004.

The Company received a Nasdaq staff determination letter
indicating that its securities will be delisted from The Nasdaq
Stock Market unless the Company requests a hearing, which the
Company does not intend to do. The Nasdaq staff determination to
delist the Company's securities was based on Marketplace Rules
4300 and 4450(f) and the Company's recent filing for relief under
Chapter 11 of the U.S. Bankruptcy Code and certain other related
concerns.

As a result of the Chapter 11 filing, the character "Q" will be
appended to the Company's trading symbol. Accordingly, the trading
symbol for the Company's securities will be changed from "BUNZ" to
"BUNZQ" at the opening of business on Thursday, August 5, 2004.

Headquartered in Austin, Texas, Schlotzsky's, Inc. --
http://www.schlotzskys.com/-- is a franchisor and operator of  
restaurants. The Company filed for chapter 11 protection (Bankr.
W.D. Tex. Case No. 04-54504) on August 3, 2004. Amy Michelle
Walters, Esq. and Eric Terry, Esq., at Haynes & Boone, LLP,
represent the Company in its restructuring efforts. When the
Debtor filed for protection from its creditors, it listed both
estimated debts and assets of over $1 million.


SCHLOTZSKY'S: Wants to Sign-Up Haynes & Boone as Counsel
---------------------------------------------------------
Schlotzsky's, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Western District of Texas for permission
to hire Haynes & Boone, LLP, as their bankruptcy attorneys.

The Debtors expect Haynes & Boone to:

    a) give Debtors advice concerning their rights, powers and
       duties as debtors-in-possession under the Bankruptcy    
       code;

    b) give the Debtors advice and assistance concerning the
       negotiation and documentation of financing agreements,
       debt restructurings, and asset securitization;

    c) review the nature and validity of agreements relating to
       Debtors' interests in real and personal property and
       advising Debtors of their corresponding rights and  
       obligations;

    d) review the nature and validity of liens or claims
       asserted against Debtors' property and advise Debtor
       concerning the enforceability of those liens or claims;

    e) give the Debtors advice concerning preference, avoidance,
       recovery, or other actions that they may take to collect
       and to recover property for the benefit of the estates
       and their creditors, whether or not arising under
       chapter 5 of the Bankruptcy Code;

    f) prepare on behalf of Debtors all necessary and    
       appropriate applications, motions, pleadings, draft
       orders, notices, schedules, and other documents and   
       reviewing all financial and other reports
       to be filed in the bankruptcy cases;

    g) give the Debtors advice as well as prepare responses
       concerning applications, motions, complaints, pleadings,
       notices, and other papers that may be filed and served in
       the bankruptcy cases;

    h) counsel the Debtors in connection with the formulation,
       negotiation, and promulgation of a plan of reorganization   
       and related documents;

    i) perform all other legal services for and on behalf of
       Debtors that may be necessary or appropriate in the
       administration of the bankruptcy cases and Debtors'    
       respective businesses;

    j) work and coordinate efforts among other professionals
       including co-counsel and other special counsels retained
       by Debtors, to attempt to preclude any duplication of
       effort among those professionals and to guide their
       efforts in the overall framework of the Debtors'
       reorganizations; and

    k) work with professionals retained by other parties to
       attempt to structure a consensual plan of reorganization
       for Debtors.

Haynes & Boone professionals who will primarily provide services
to the Debtors and their current rates are:

      Professional           Position       Billing Rate
      ------------           --------       ------------
      Robert D. Albergotti   Partner        $595 per hour
      Gregory R. Samuel      Partner        $425 per hour
      Sarah B. Foster        Partner        $400 per hour
      Eric Terry             Associate      $340 per hour
      Frances A. Smith       Associate      $220 per hour
      Fletcher Johnston      Associate      $220 per hour
      Amy Walters            Associate      $185 per hour
      James McCall           Associate      $185 per hour
      Linda Breedlove        Paralegal      $170 per hour

Headquartered in Austin, Texas, Schlotzky, Inc. --
http://www.schlotzskys.com/-- operates a chain of restaurants.   
The Debtors filed for chapter 11 protection on August 3, 2004
(Bankr. W.D. Tex. Case No. 04-54504).  Amy Michelle Walters, Esq.,
and Eric Terry, Esq., at Haynes & Boone, LLP represents the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed $111,692,000 in total
assets and $71,312,000 in total debts.


SOBIESKI BANCORP: Shareholders Okay Dissolution & Liquidation Plan
------------------------------------------------------------------
The shareholders of Sobieski Bancorp, Inc. (Nasdaq:SOBI), parent
company of Sobieski Bank, approved the sale of substantially all
of the Bank's assets to MFB Financial and the Company's plan of
dissolution and liquidation.  The transaction with MFB is
scheduled to close on August 6, 2004, and the Company's common
stock will be de-listed from the Nasdaq Stock Market at the close
of trading on that day.

The Company expects to file its certificate of dissolution with
the State of Delaware on August 9, 2004, after which the Company's
stock transfer books will be closed and the Company will begin the
process of winding up its business affairs in accordance with its
plan of dissolution and liquidation. The Company will also be de-
registering its common stock under the Securities Exchange Act of
1934.

Sobieski Bank's main office, two branch offices and ATMs will
close for the day at 3:00 p.m. local time on August 6th, and will
re-open as MFB Financial branch offices and ATMs today, August 9,
2004.

                        About the Company

Sobieski Bancorp's principal activity is to provide financial
products and services to individuals and businesses. It operates
through the main office and two branch offices located in St.
Joseph County, Indiana. The Group collects deposits from the
general public and originates loans and invests in Government
treasury and agency securities and mortgage-backed securities. The
loans provided include construction loans, mortgage loans secured
by one-to-four family properties, commercial mortgage loans,
commercial loans-participation, home equity loans and other
consumer loans. The deposits accepted by the Group include now and
money market accounts, passbook accounts and certificates of
deposits and IRA accounts. http://www.sobieskifsl.com/

                         *     *     *

                  Liquidity and Capital Resources

In its Form 10-Q for the quarterly period ended March 31, 2004,
filed with the Securities and Exchange Commission, Sobieski
Bancorp, Inc. reports:

"The continuing decline in the Bank's capital, as well as the
Company's history of operating losses and likely future operating
losses, could, among other factors, affect the terms of any future
FHLB advances requested by the Bank, and could lead to a
determination by the FHLB to limit or deny an advance amount
requested by the Bank.

"In addition, in February 2004, at the request of the OTS, the
Company consented to a cease and desist order that, among other
things, provides that the holding company should not borrow any
funds without OTS approval. Because of the Company's history of
reporting net losses and reduced capital position, as well as the
cease and desist order, it is possible that the Company and/or the
Bank could encounter difficulty in borrowing funds from other
sources on terms acceptable to it, or at all.

"The Company uses its liquidity resources principally to meet loan
originations, ongoing commitments to fund maturing certificates of
deposit, deposit withdrawals and to meet operating expenses.
Federal regulations require the Bank to maintain sufficient
liquidity to maintain its safe and sound operation.

"Although management believes that the level of the Company's
liquid assets at March 31, 2004, as well as repayments and other
sources of funds will be adequate to meet the Company's
foreseeable liquidity needs, no assurance can be given in this
regard, particularly in light of the possibility that the Company
and/or Bank may encounter difficulty in borrowing funds when
needed, and if a significant portion of the Banks maturing
certificates of deposit do not renew."


SOLUTIA INC: Equity Committee Wants to Examine Monsanto Entities
----------------------------------------------------------------
Pharmacia Corporation, Solutia, Inc.'s former parent corporation,
was originally founded as a chemicals company, which grew into a
successful enterprise that manufactured agricultural products,
pharmaceuticals, food ingredients and chemicals.

In 1997, Pharmacia exited the chemicals business in favor of
building a life sciences-based business centered on its
agricultural, pharmaceutical and food ingredient products.
Pharmacia spun off the chemicals business into Solutia.  Solutia
assumed certain assets, and significant liabilities of the
Chemicals business.

In February 2000, Pharmacia created Monsanto Ag Company to operate
its agriculture business.  Monsanto Ag Company changed its name to
Monsanto Company.

The Official Committee of Equity Security Holders believes that
Pharmacia and Monsanto will assert among the largest claims
against the Debtors.  Craig A. Barbarosh, Esq., at Pillsbury
Winthrop, LLP, in New York, relates that a great majority of those
claims will relate to indemnification obligations that Pharmacia
required Solutia to provide pursuant to a certain distribution
agreement that both parties entered into.

As part of its Legacy Liabilities, Solutia provides retirement and
pension benefits to Pharmacia employees who retired before the
Spin-Off and thus never worked for Solutia.  Solutia has been
providing retiree benefits to about 20,000 pre-Spin retirees,
their dependents and surviving spouses at a cost of about
$60 million per year.  Solutia has also been required to bear the
costs of environmental remediation and compliance obligations
relating to Pharmacia's chemicals business.  In addition, Solutia
was also made to bear the costs of pending toxic tort lawsuits
relating to asbestos, polychlorinated biphenyls, and other
chemical exposures from the conduct of Pharmacia's chemicals
business.  Solutia estimates that litigation defense costs and
judgments could cost $20 million per year for the foreseeable
future and its total environmental liability can be as high as
$2 billion.

Because of the magnitude of the Legacy Liabilities assigned to
Solutia by Pharmacia, Solutia's indemnification obligations to
Pharmacia and Monsanto with respect to the Legacy Liabilities will
likely generate substantial claims against Solutia.  Costs
relating to Legacy Liabilities arising in the future, though not
yet liquidated, are expected to increase significantly, resulting
in potentially large claims likely to be asserted by Monsanto and
Pharmacia.

Due to the possibly substantial impact on recoveries to interest
holders resulting from the magnitude of those claims, Mr.
Barbarosh asserts that an investigation into the genesis and
nature of Pharmacia and Monsanto's claims is necessary for the
administration of the Debtors' cases.  The Equity Committee wishes
to investigate whether the claims are subject to defenses like
fraudulent conveyance, recharacterization, equitable
subordination, unclean hands or other possible objections.

The Debtors' estates, the Equity Committee, and the Official
Committee of Unsecured Creditors potentially have affirmative
claims against Pharmacia or Monsanto based on the structure of the
Spin-Off.  In connection with the Spin-Off, Pharmacia caused
Solutia to assume a disproportionate amount of contingent
liabilities and debt liabilities -- including the Legacy
Liabilities and $1.02 billion in debt -- when compared to its
initial capital.  According to Solutia's former CEO, that capital
structure has substantially affected Solutia's finances and
operations and was a key factor in the filing of the Chapter 11
cases.  Pharmacia's conduct in connection with the Spin-Off may
give rise to affirmative defenses to Pharmacia and Monsanto's
claims to the extent that the claims relate to the very
liabilities that Solutia was required to assume in the Spin-Off.
Moreover, the Equity Committee wants to investigate the facts and
circumstances surrounding the Spin-Off transactions to assess
whether Pharmacia and its management satisfied all of their legal
obligations and duties with respect to the Spin-Off that created
the Debtor.

The Equity Committee also seeks to investigate the facts and
circumstances surrounding the allocation of retiree liabilities to
Solutia in the Spin-Off.  Other than general statements made in
public documents, neither Pharmacia nor Solutia have offered an
explanation as to what methodology was employed with respect to
the allocation of retiree liabilities to Solutia.  The Equity
Committee seeks to investigate the facts and circumstances
surrounding Pharmacia's decision to assign two-thirds of its
retiree liabilities to Solutia in the Spin-Off.

The Equity Committee also seeks authority to investigate the facts
and circumstances surrounding certain of the litigations involving
Pharmacia, Monsanto and Solutia that relate to, and impact, the
Legacy Liabilities.  Solutia filed a declaratory action in Florida
in efforts to reduce or eliminate certain of its retiree
liabilities.  However, rather than proceeding with the action to
judgment, Solutia, Pharmacia, Monsanto, and certain of the
retirees entered into a settlement agreement whereby Solutia
agreed to assume the very retiree liability that it wished to
eliminate.  In addition, the same law firm represented Solutia,
Pharmacia and Monsanto in connection with the settlement.  The
Equity Committee seeks an opportunity to investigate the facts and
circumstances surrounding that litigation, and any other
litigation, between Pharmacia, New Monsanto and Solutia that may
impact the Legacy Liabilities.

The Equity Committee believes that Pharmacia, Monsanto and Goldman
Sachs possess a substantial amount of information concerning the
Spin-Off and the events preceding and leading to the Spin-Off.  
The Equity Committee believes that Goldman Sachs possesses
relevant information because it served as a banker for Solutia and
Pharmacia in connection with the Spin-Off.  Thus, to determine
whether grounds exist to subordinate, recharacterize, or otherwise
object to Pharmacia and New Monsanto's claims, and to identify the
assets and understand the transactions underlying and leading to
the Spin-Off and the imposition of the Legacy Liabilities, it is
necessary to take discovery of Pharmacia, New Monsanto and Goldman
Sachs in connection with the Spin-Off.

Accordingly, the Equity Committee seeks permission of United
States Bankruptcy Court for the Southern District of New York to
conduct an examination, under Rule 2004 of the Federal Rules of
Bankruptcy Procedure, of:

    (1) Pharmacia;

    (2) the directors and officers of Pharmacia who conceived,
        approved, and implemented transactions involving Solutia;

    (3) Monsanto;

    (4) the directors and officers of New Monsanto who conceived,
        approved, and implemented transactions involving Solutia;
        and

    (5) Goldman Sachs in connection with its involvement with the
        Spin-Off and related transactions.

The Equity Committee also asks the Court to require Pharmacia,
Monsanto and Goldman Sachs to produce various documents that
affect the administration of the Debtors' estates and appear for
oral examination through one or more of its authorized
representatives.

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


SPECTRASCIENCE INC: Begins Move to San Diego, California
--------------------------------------------------------
SpectraScience, Inc. (OTC: SPSIQ) received a Court Order of
Confirmation in connection with a Chapter 11 Reorganization Plan
in the U.S. Bankruptcy Court filed by its Trustee, Timothy D.
Moratzka.  The expiration period for objections ended on August 2,
2004 and the Plan becomes effective August 23, 2004.

The previously announced Shareholder Rights Offering under the
Plan was completed on July 16, 2004.

The Company also announced that it has begun transferring its
manufacturing facilities to 11568-11 Sorrento Valley Road, San
Diego, California 92121.

The Company develops and markets its proprietary WavStat(TM)
Optical Biopsy System for use by physicians in diagnosing tissue
to be normal, pre-cancerous, or cancerous.  The WavStat(TM) System
is currently approved for use in the colon.  Other applications
are under development.

SpectraScience filed for bankruptcy protection under Chapter 7 of
the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the
District of Minnesota on September 13, 2002.  The case was
converted to a Chapter 11 on February 5, 2003.


THREE PROPERTIES: Gets Interim Okay to Use Lenders Cash Collateral
------------------------------------------------------------------
Three Properties, Ltd., sought and obtained approval, on an
interim basis, from the U.S. Bankruptcy Court for the Southern
District of Texas, Houston Division, to use its lenders' cash
collateral to finance the ongoing operation of its business.

The Debtor reports that it is unable to pay the expenses of its
ongoing operations without dipping into cash collateral in which
Bank of America and the City of Houston claim interests and liens.

To avoid immediate and irreparable harm, the Debtor is authorized
to use cash collateral to fund expenses incurred after the
Petition Date according to this Monthly Budget:

                           August 4    Sept. 4     Oct.4
                           --------    -------     -----
  Office Expenses          $1,090      $1,090      $1,090
  Payroll Expenses         28,457      28,457      28,457
  Marketing Expenses          300         300         300
  Utilities                30,600      30,600      30,600    
  Maintenance & Repairs     2,350       2,350       2,350
  Make Ready & Turnover     3,600       3,600       3,600
  Common Area Maintenance   5,950       5,950       5,950

To provide the Lenders with adequate protection of the Debtor's
post-petition borrowings, the Lenders are granted replacement
liens on all of the Prepetition Collateral, Postpetition
Collateral and designated Accounts in the same order of priority
as existed before the Petition Date.

Headquartered in Prairie View, Texas, Three Properties, Ltd.,
operates an apartment complex located in Houston, Texas.  The
Company filed for chapter 11 on August 2, 2004 (Bankr. S.D. Tex.
Case No. 04-40811).  Eric J. Taube, Esq., at Hohmann, Taube &
Summers, L.L.P., represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed estimated assets of not over $50,000 and
debts of more than $10 million.


TOTAL IDENTITY: Fires Consultant Robert David for Alleged Fraud
---------------------------------------------------------------
Total Identity Corp. (OTCBB:TIDC) has terminated Robert David, a
consultant to the company, for alleged fraud and is seeking relief
by way of Arbitration and any other legal remedy at its disposal.
Unlike the Arbitration filed against Mr. David in December of 2003
contesting the value of the purchase, TIC is seeking relief from
fraudulent acts that occurred prior to the closing, the day of
closing, and which continued until as recently as June of 2004 as
Mr. David functioned in various capacities as the seller of the
company, an Officer of TIC, and a consultant to TIC.

Total Identity Corp. terminated its consulting agreement with
Robert David on the grounds that Mr. David had breached the
consulting agreement, as well as his fiduciary duties to the
Company by improperly attempting to dispose of Company assets. Mr.
David was engaged as a consultant to the Company in February 2004,
on this date amendments to the agreements were also entered by
which the Company acquired all the capital stock of Total Identity
Systems Corp., the Company's wholly owned subsidiary.

Robert David commenced two arbitrations against the Company and
TISC with the American Arbitration Association, alleging that:

   (a) the Company had improperly terminated his consulting
       agreement, and

   (b) the Company was in default of certain payment obligations  
       under the Acquisition Agreements.

The Company responded to Mr. David's demands for arbitration, and
denied that it had improperly terminated Mr. David's consulting
agreement. The Company also denied that it had defaulted under the
Acquisition Agreements and asserted affirmative defenses and
counterclaims for fraudulent inducement, fraud, failure to
disclose material information, improper use of Company assets and
breach of contract, including breach of Mr. David's covenant not
to interfere with the Company's ability to repay indebtedness to
various institutional lenders including M&T Bank. The Company
alleges that Mr. David, through improprieties as a consultant and
a former officer of the Company, and as a participant in a
conspiracy with others, improperly interfered with the Company's
ability to secure funding and otherwise meet its obligations to
M&T Bank. Among the improper activities alleged against Mr. David
were his unauthorized discussions with M&T Bank relating to TISC's
indebtedness in an attempt to renegotiate Mr. David's guarantees
of those debts. M&T Bank had noticed a default against TISC under
its loan agreements, but the bank has been engaged in on-going
discussions with TISC and the Company to address repayment of
TISC's borrowings. In its counterclaims, the Company seeks damages
from Mr. David in excess of $400,000. The Company also seeks a
determination that the termination of the consulting agreement was
proper and that the Company is entitled to retain ownership of the
TISC stock.

In response to Mr. David's claim that the SPA was in default, the
Company notified the escrow agent that it was contesting Mr.
David's allegation that the Company had defaulted under the
Acquisition Agreements, and advised the escrow agent that, in
accordance with the terms of the escrow agreement, the escrow
agent could either deposit the shares with the court pending
resolution of the various claims between the parties or await a
final, non-appealable court order directing disposition of the
shares. TIC remains the registered owner of these shares and will
continue to operate TIS as its wholly owned subsidiary.

Matthew Dwyer, president of TIC, stated, "It is unfortunate that
TIC has had to engage in a legal battle with the former owner, Mr.
David, but TIC will use all legal remedies at its disposal to seek
relief from all parties responsible for fraudulent and misleading
acts against the company. TIC is going to seek full financial
relief from all parties involved that have damaged TIC's ability
to raise capital, complete other acquisitions, or who have cost
the company and shareholders substantial market value."

                          About the Company

Total Identity Corp. (OTCBB:TIDC) is developing opportunities
within the $13 billion signage industry with the goal of becoming
the place for corporate America to go for their custom sign needs.
TIC initial plans are to acquire various plants located on the
Eastern seaboard giving TIC a strong presence along the East Coast
through the Midwest. TIC is looking at various sign companies that
will allow TIC to absorb their operations and cut out all upper
management and in some cases shift operations to its existing
plant that has the capacity to generate $40 million a year in
revenues by adding additional shifts.

                           *     *     *

At March 31, 2004, Total Identity Corp.'s balance sheet showed a
$290,980 stockholders' deficit, compared to a $835,179 deficit at
December 31, 2003.


UNIVERSAL ACCESS: Wants to Hire Duane Morris as Bankruptcy Counsel
------------------------------------------------------------------
Universal Access Global Holdings, Inc., and its debtor-affiliates
ask the U.S. Bankruptcy Court for the Eastern District of Virginia
for permission to employ Duane Morris LLC as their bankruptcy
counsel.

Duane Morris is expected to:
    
   a) give the Debtor advice on their powers and duties as
      debtors-in-possession in the continued management of their
      affairs;

   b) provide assistance, advice and representation concerning       
      the confirmation of any proposed plan of reorganization
      and solicitation of any acceptances or responding to
      rejections of such plan;

   c) provide assistance, advice and representation concerning
      any investigation of the assets, liabilities and financial
      condition of the Debtors that may be required under the
      law;

   d) represent the Debtors at hearings or matters pertaining to
      their affairs as Debtors-in-possession;

   e) prosecute and defend pending litigation matters and such
      other matters that might arise during these chapter 11
      cases;

   f) provide counseling and representation with respect to
      assumption or rejection of executory contracts and leases,
      sale of assets and other bankruptcy-related matters
      arising from these cases;

   g) coordinate with other counsel as may be retained,
      rendering advice with respect to general corporate and
      litigation issues relating to these cases, including, but
      not limited to, securities, corporate finance, tax, and
      commercial matters; and

   h) perform other legal services as may be necessary and
      appropriate for the efficient and economical
      administration of these cases.

The professionals who will be principally work on these cases are:

         Professionals             Billing Rate
         -------------             ------------
         John Collen               $495 per hour
         Rosanne Ciambrone         $370 per hour

Duane Morris may require other professionals to render their
services as needed.  The Firm's professionals currently bill:

         Designation               Billing Rate
         -----------               ------------
         Partners                  $220 to $525 per hour
         Of Counsel                $180 to $275 per hour
         Associates                $245 to $310 per hour
         Paralegals                $115 to $215 per hour
         Project Assistants        $105 per hour

Headquartered in Chicago, Illinois, Universal Access Global
Holdings, Inc. -- http://www.universalaccess.com/-- provides  
network infrastructure services and facilitates the buying and
selling of capacity on communications networks.  The company filed
for chapter 11 protection on August 4, 2004 (Bankr. N.D. Ill. Case
No. 04-28747).  When the Debtor filed for protection from its
creditors, it listed $22,047,000 in total assets and $24,054,000
in total debts.
    

USG CORP: Extends Deloitte & Touche's Engagement Until Dec. 2005
----------------------------------------------------------------
USG Corporation and its debtor-affiliates and subsidiaries sought
and obtained permission from the United States Bankruptcy Court
for the District of Delaware to extend their engagement of
Deloitte & Touche, LLP, as their independent auditor and
consultant, pursuant to a new engagement letter.

The Original Engagement Letter provided for an engagement period
with Deloitte that commenced on August 10, 2002 and continued
through December 31, 2003.  Pursuant to the New Engagement Letter,
Deloitte will provide auditing and consultation services for an
additional two-year period, through December 31, 2005.

The New Engagement Letter provides that:

    (a) any and all indemnification provisions contained in the
        Original Engagement Letter requiring the Debtors to
        indemnify Deloitte from claims, liabilities and expenses
        relating to Deloitte's services are null and void with
        respect to the services performed during the Debtors'
        Chapter 11 cases;

    (b) Deloitte's extended engagement with respect to the
        services will be compensated on an hourly fee basis, at
        its then prevailing hourly rates for the personnel
        conducting the work required; and

    (c) the services to be rendered by Deloitte will not include:

        * preparation of "fairness" opinions;
        * testifying expert witness services;
        * appraisal or valuation services;
        * services related to the purchase price allocation; or
        * legal services.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading  
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.
01-02094).  David G. Heiman, Esq., and Paul E. Harner, Esq., at
Jones, Day, Reavis & Pogue represent the Debtors in their
restructuring efforts. When the Debtors filed for protection from
their creditors, they listed $3,252,000,000 in assets and
$2,739,000,000 in debts. (USG Bankruptcy News, Issue No. 70;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


WACHOVIA BANK: S&P Assigns Preliminary Low B-Ratings to 5 Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Wachovia Bank Commercial Mortgage Trust's $1.1 billion
commercial mortgage pass-through certificates series 2004-C14.

The preliminary ratings are based on information as of Aug. 5,
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, B, C,
and D are currently being offered publicly. Standard & Poor's
analysis determined that, on a weighted average basis, the pool
has a debt service coverage of 1.47x, a beginning LTV of 87.6%,
and an ending LTV of 77.3%.

A copy of Standard & Poor's complete presale report for this
transaction can be found on RatingsDirect, Standard & Poor's Web-
based credit analysis system, at http://www.ratingsdirect.com/
The presale can also be found on the Standard & Poor's Web site at
http://www.standardandpoors.com/Select Credit Ratings, and then  
find the article under Presale Credit Reports.
   
   
                     Preliminary Ratings Assigned
         Wachovia Bank Commercial Mortgage Trust 2004-C14
   
               Class         Rating        Amount ($)
               -----         ------        ----------
               A-1           AAA          534,414,000
               A-2           AAA          413,146,000
               B             AA            28,797,000
               C             AA-           13,713,000
               D             A             17,827,000
               E             A-            10,970,000
               F             BBB+          12,342,000
               G             BBB           12,342,000
               H             BBB-          15,084,000
               J             BB+            2,743,000
               K             BB             4,114,000
               L             BB-            6,856,000
               M             B+             2,743,000
               N             B              2,743,000
               O             B-             2,743,000
               P             N.R.          16,453,349
               MAD           BBB-          13,555,555
               PP            BBB-          39,958,978
               X-C*          AAA        1,097,030,349**
               X-P*          AAA        1,057,622,000**

                    * Interest-only class.
                   ** Notional amount.
                      N.R. -- Not rated.


WELLMAN INC: Expanding PET Resin Capacity in Pearl River Unit
-------------------------------------------------------------
Wellman, Inc.'s (NYSE: WLM) Board of Directors decided to proceed
with the Company's plan to add 300 million pounds of additional
solid stating capacity to its Pearl River facility in the first
quarter 2006 at an expected cost of approximately $50 million.

This year, the industry is experiencing a strong increase in
demand and a decline in imports. With expected strong market
growth for PET (polyethylene terephthalate) resins over the next
several years, the timing of this expansion is appropriate to
support increased demand by Wellman's customers and the domestic
industry.

This added capacity will bring Wellman's total U.S. PET resin
capacity to approximately 1.6 billion pounds, enhancing Wellman's
position as one of the largest PET resin producers in the U.S. In
addition, this expansion will make the Pearl River facility one of
the most cost efficient PET resin plants in the U.S. because of
the capacity of its lines, its high first quality conversions and
its proximity to major customers and raw material suppliers.

Tom Duff, Wellman's Chairman and Chief Executive Officer, stated,
"This relatively low cost expansion will allow us to take
advantage of the expected growth in the PET resin market and
maintain our low cost position in the industry."

Mike Dewsbury, Wellman's Vice President PET Resins U.S., stated,
"The PET resin market demands high quality and cost efficient
production. Wellman is very proud of its quality and the capacity
addition at our Pearl River facility demonstrates Wellman's
commitment to providing its customers with high quality products.
We look forward to working with our customers and suppliers as we
provide the best value to the market."

Wellman, Inc. manufactures and markets high quality polyester
products, including PermaClear(R) and EcoClear(R) brand PET
(polyethylene terephthalate) packaging resins and Fortrel(R) brand
polyester fibers. The world's largest PET plastic recycler,
Wellman utilizes a significant amount of recycled raw materials in
its manufacturing operations.

                         *     *     *

As reported in the Troubled Company Reporter's February 6, 2004,
edition, Standard & Poor's Ratings Services lowered its rating on
Wellman Inc.'s proposed $185 million secured first-lien term loan
due 2009 to 'B+' from 'BB-', following the company's indication
that its pending financing plan was being revised to increase the
size of the secured first-lien term loan to $185 million, from
$125 million as originally proposed.

At the same time, Standard & Poor's affirmed its other ratings on
Shrewsbury, New Jersey-based Wellman, including the company's 'B+'
corporate credit rating, which was lowered on Jan. 22, 2004, due
to continued weaker-than-expected operating and financial
performance. The outlook is negative.


WELLS FARGO: Fitch Upgrades Low-B Ratings on 2 Certificate Classes
------------------------------------------------------------------
Fitch Ratings has upgraded two classes and affirmed four classes
from Wells Fargo Asset Securities Corporation mortgage pass-
through certificates, series 2003-5:

Wells Fargo Asset Securities Corporation mortgage pass-through
certificates, series 2003-5:

   --Class A affirmed at 'AAA';
   --Class B-1 affirmed at 'AA';
   --Class B-2 affirmed at 'A';
   --Class B-3 affirmed at 'BBB';
   --Class B-4 upgraded to 'BB+' from 'BB';
   --Class B-5 upgraded to 'B+' from 'B'.

The upgrades reflect an increase in credit enhancement relative to
future loss expectations and the affirmations on the above classes
reflect credit enhancement consistent with future loss
expectations.


WESTPOINT STEVENS: First Lien Lenders Want Adequate Protection
--------------------------------------------------------------
On June 18, 2003, the United States Bankruptcy Court for the
Southern District of New York entered an uncontested order
providing for adequate protection to R2 Top Hat, Ltd., on its own
behalf and on behalf of certain other holders of the senior bank
debt of WestPoint Stevens, Inc. -- the First Lien Lenders.  At
that time, the Debtors believed -- and implicitly represented to
the Court -- that WestPoint had an enterprise value in excess of
$1,000,000,000.  Based on the assumed enterprise value and claims
of WestPoint's senior lenders totaling approximately $525,000,000,
the First Lien Lenders:

    (a) accepted without objection an adequate protection package
        comprised of replacement liens and the current payment of
        interest and fees; and

    (b) did not object to the Debtors' making available an
        identical adequate protection package to the holders of
        the Debtors' junior bank debt -- Second Lien Lenders.

To date, the First Lien Lender Group has been paid more than $52.7
million in interest and fees.  The Second Lien Lenders have been
paid more than $31 million in interest and fees.

The Debtors have conceded that many of the assumptions they held
on the Petition Date about their businesses and prospects were
"invalid."  Dennis F. Dunne, Esq., at Milbank, Tweed, Hadley &
McCloy, LLP, in New York, relates that the Debtors are currently
revising their business plan and corresponding valuation, which
will not be completed until August 2004 at the earliest, and which
will show that the Debtors were and are worth substantially less
than the more than $1 billion implied by the unfundable "agreement
in principle" the Debtors had in hand on the Petition Date.  The
New Business Plan will also finally begin to acknowledge
fundamental changes in the textile industry arising out of the
imminent elimination of textile quotas on January 1, 2005.  Other
companies in the industry had been preparing for those changes for
years but the Debtors had just begun to address them.  The Debtors
will need to expend substantial capital over the next several
years to adapt its business model to rapidly changing industry
conditions.

According to Mr. Dunne, the First Lien Lenders believe that the
Debtors' enterprise value was on the Petition Date and remains
today sufficient to satisfy little more than the claims of the
First Lien Lender Group.

Instead of being oversecured by an "equity cushion" valued in the
hundreds of millions of dollars, the First Lien Lender Group is
now oversecured by a much smaller margin.  The First Lien Lender
Group could soon become undersecured as what remains of its
"equity cushion" decreases on a monthly basis as the Debtors use
the First Lien Lender Group's cash collateral to make more than
$2,000,000 per month in adequate protection payments to the Second
Lien Lenders.  Every dollar paid out by the Debtors is potentially
a dollar out of the First Lien Lender Group's principal recovery,
which is precisely the contingency against which the adequate
protection package originally furnished to the First Lien Lenders
was intended to guard.

The First Lien Lenders seek to remedy the ongoing "inadequacy" of
their adequate protection by invoking their continuing right to
additional adequate protection.  Mr. Dunne asserts that the
Debtors must conserve cash to fund what promises to be an
inordinately capital-intensive exit from Chapter 11 -- immediate
termination of all unnecessary cash expenditures, including the
adequate protection payments to the Second Lien Lenders.

Mr. Dunne notes that if what remains of the Debtors' collateral
continues to be eroded by, inter alia, unwarranted adequate
protection payments, the First Lien Lenders will certainly suffer,
even if the Debtors can confirm a reorganization plan, there
likely will not be enough value remaining in the estate to satisfy
the First Lien Lenders' claims in full.  More importantly, the
Debtors may not have enough access to capital to implement the
materially revised business strategy contemplated by the New
Business Plan.  The New Business Plan will require substantial
capital expenditures to retool and reconfigure the Debtors'
manufacturing operations.  If inadequate value remains in the
estate to access the required capital, the Debtors will be unable
to confirm any Chapter 11 plan and the New Business Plan will
never be implemented.

Accordingly, the First Lien Lenders ask the Court to compel the
Debtors to:

    (a) grant them additional adequate protection; and

    (b) terminate adequate protection payments to the Second Lien
        Lenders.

The First Lien Lenders want the Court to ensure that the current
uncertainty about the Debtors' enterprise value does not permit
the Second Lien Lenders to prematurely reap this windfall while
leaving the First Lien Lenders with nothing more than a deficiency
claim for collateral value that was improperly distributed to the
Second Lien Lenders during the course of the Chapter 11 cases.  
Mr. Dunne maintains that granting the First Lien Lenders' request
will serve the twin goals of:

    (a) protecting the First Lien Lenders' collateral; and

    (b) maximizing the Debtors' prospects for a successful exit
        from Chapter 11.

Satellite Asset Management, LP, CP Capital Investments, LLC, and
Contrarian Capital Management, LLC, support the First Lien
Lenders' request.

Headquartered in West Point, Georgia, WestPoint Stevens, Inc., --
http://www.westpointstevens.com/-- is the #1 US maker of bed  
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings. It makes the Martex,
Utica, Stevens, Lady Pepperell, Grand Patrician, and Vellux
brands, as well as the Martha Stewart bed and bath lines; other
licensed brands include Ralph Lauren, Disney, and Joe Boxer.
Department stores, mass retailers, and bed and bath stores are its
main customers. (Federated, J.C. Penney, Kmart, Sears, and Target
account for more than half of sales.) It also has nearly 60 outlet
stores.  Chairman and CEO Holcombe Green controls 8% of WestPoint
Stevens.  The Company filed for chapter 11 protection on June 1,
2003 (Bankr. S.D.N.Y. Case No. 03-13532). John J. Rapisardi, Esq.,
at Weil, Gotshal & Manges, LLP, represents the Debtors in their
restructuring efforts. (WestPoint Bankruptcy News, Issue No. 26;
Bankruptcy Creditors' Service, Inc., 215/945-7000)  


WILSONS LEATHER: Comparable Store Sales Up 21.1% in July 2004
-------------------------------------------------------------
Wilsons The Leather Experts Inc. (Nasdaq:WLSN) reported that sales
for the four weeks ended July 31, 2004, increased 3.5% to
$18.4 million as compared to $17.7 million last year.  Year-to-
date sales for the Company's stores have decreased 1.3% to $153.1
million compared to $155.1 million for the same period last year.
Sales for the current fiscal year include $20.8 million in
liquidation sales resulting from the transfer of inventory to an
independent liquidator in conjunction with the previously
announced closing of approximately 111 stores that was completed
in April.

Comparable store sales increased 21.1% for the four weeks ended
July 31, 2004; this increase compares to a 10.5% decrease in
comparable store sales for the four weeks ended August 2, 2003.
Year-to-date comparable stores sales have increased 3.1% compared
to a decrease of 2.2% for the same period last year. Comparable
store sales for the year to date do not include sales from the
stores that were liquidated.

Commenting on these results, Joel Waller, Chief Executive Officer
said, "We were very pleased with our comparable store sales
performance in July. Our strategy of implementing a stronger
promotional message, coupled with color and fashion in women's
apparel and handbags through our final clearance promotion, worked
well again in July. Our final clearance sale began during the last
two weeks of June and ran through the first three weeks of July.
Many of the items featured in the sale were clearance items
manufactured for the sale. These items are engineered to produce
higher margin rates than normal clearance merchandise."

Mr. Waller continued, "As we expected, comparable store sales
during the last week of the month were in the low single digits.
As we transition into our fall assortment, we anticipate that
August comparable store sales will be in the low single digits. We
are pleased with the performance of our early fall assortment,
with our lighter weight fashion apparel and handbags selling
well."

                     About Wilsons Leather

Wilsons Leather is the leading specialty retailer of leather
outerwear, accessories and apparel in the United States. As of
July 31, 2004, Wilsons Leather operated 453 stores located in 45
states and the District of Columbia, including 329 mall stores,
108 outlet stores and 16 airport stores. The Company regularly
supplements its permanent mall stores with seasonal stores during
its peak selling season from October through January.
    
                         *     *     *    
    
In its Form 10-Q for the quarterly period ended May 1, 2004,     
Wilsons the Leather Experts Inc. reports:    
    
"The Company currently does not have the funds to pay the     
outstanding principal amount of the 11-1/4% Senior Notes when  
they are due on August 15, 2004. The senior credit facility  
prohibits the Company from incurring any indebtedness which  
refunds, renews, extends or refinances the 11-1/4% Senior Notes on  
terms more burdensome than the current terms of such notes, and  
the rate of interest with respect to any replacement notes cannot  
exceed the sum of the rate of interest on United States treasury   
obligations of like tenor at the time of such refunding, renewal,  
extension or refinancing, plus 7.0% per annum. The Company   
anticipates that it will not be able to refund, renew, extend or   
refinance the 11-1/4% Senior Notes with indebtedness that would   
comply with such limitations. However, if the Company completes a   
sale of its capital stock by August 15, 2004, on terms that are   
acceptable to the lenders under the senior credit facility, such   
lenders have agreed that the Company may use the proceeds from   
such sale to pay the 11-1/4% Senior Notes.  The lenders have
agreed that the terms of the Equity Financing if consummated,
would be acceptable for this purpose. If the Company is unable to
close the Equity Financing for any reason, it will need to find
an alternative source of permitted financing for the repayment of
the 11-1/4% Senior Notes before it will be permitted to borrow
under the senior credit facility. The Company anticipates that it
will need to access the revolving portion of the senior credit
facility by the middle of July 2004."  


WOMACK CONTRACTORS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Womack Contractors, Inc.
        530 Woodlake Circle
        Chesapeake, Virginia 23320

Bankruptcy Case No.: 04-74734

Chapter 11 Petition Date: August 4, 2004

Court: Eastern District of Virginia (Norfolk)

Judge: David H. Adams

Debtor's Counsel: John D. McIntyre, Esq.
                  Willcox & Savage, P.C.
                  1800 Bank of America Center
                  Norfolk, VA 23510
                  Tel: 757-628-5500

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Bank of Hampton Roads         Personal Property       $2,875,000
P.O. Box 1000                 Secured Value:
Chesapeake, VA 23327          $740,087

Burns Equipment Co., Inc.     Trade debt                $744,146
530 Woodlake Circle
Chesapeake, VA 23320

Vector Utilities, Inc. II     Trade debt                $234,724

Suburban Grading & Utilities  Trade debt                $197,370

Branscome, Inc.               Trade debt                $111,785

R. C. Willis Construction     Trade debt                 $99,140

Precon Construction           Trade debt                 $52,077

Bonney Bright Sand Co.        Trade debt                 $48,982

Bank Card Center              Trade debt                 $42,865

Contractors Paving Co.        Trade debt                 $28,213

TCS Materials, Inc.           Trade debt                 $25,685

Bay Concrete Construction     Trade debt                 $23,425

Carter Machinery Co., Inc.    Trade debt                 $22,120

Vector Utilities, Inc.        Trade debt                 $17,558

City of Chesapeake            Taxes                      $15,875

Burris Construction Co. Inc.  Trade debt                 $12,871

Elbow Road Farm, Inc.         Trade debt                 $12,237

Bay Sand Company, Inc.        Trade debt                 $10,372

Centerville Materials, Inc.   Trade debt                  $9,902

Lasting-Coastline, Inc.       Trade debt                  $6,920


WORLDCOM INC: Posts $71 Million Net Loss for 2004 Second Quarter
----------------------------------------------------------------
MCI, Inc. (Nasdaq: MCIP) formerly known as Worldcom Inc. reported
its operating results for the three-month period ended June 30,
2004 (second quarter).

Revenues in the second quarter were $5.2 billion, a decline of 4
percent sequentially and 15 percent from the same period last
year.

MCI's sales, general and administrative -- SG&A -- expenses were
$1.3 billion in the second quarter, an improvement of 18 percent
sequentially and 17 percent versus second quarter 2003.  The
Company realized operating income of $41 million versus a $265
million loss in first quarter 2004 and operating income of $324
million in second quarter 2003.  Reported operating income also
included depreciation and amortization of $569 million in second
quarter 2004.

MCI's net loss for the period was $71 million versus a net loss of
$388 million in first quarter 2004 and net income of $8 million in
second quarter 2003.

"We did what we said we would do.  By executing against our
business plan, we produced second quarter results that reflect
solid, measurable progress and significant financial
improvements," said Michael D. Capellas, MCI president and chief
executive officer.  "To remain competitive we will continue to
drive operational improvements, deliver unparalleled customer
service and introduce new IP-based products and services to the
marketplace."

The results of Embratel, a Brazilian affiliate, were classified as
discontinued operations in the second quarter and, therefore, are
excluded from continuing operations.  MCI reached an agreement in
March to sell its 19 percent stake in Embratel for $400 million to
Telmex, $50 million of which was received prior to June 30, 2004.
The sale was completed on July 23, 2004 and the Company received
the remaining balance of $350 million.

With these results the Company has initiated segment reporting by
its three business segments. These are:

    *  Enterprise Markets, which incorporates its largest global
       corporate and government customers, MCI Solutions and
       Conferencing;

    *  U.S. Sales and Service, which incorporates national
       accounts, and small and medium businesses that comprise its
       Commercial business, as well as its Mass Markets business;
       and

    *  International and Wholesale, two separate businesses
       utilizing its voice telecommunications, data services,
       Internet and managed network services.

                           Liquidity

On March 31, 2004, MCI's cash and cash equivalents totaled $5.9
billion, excluding Embratel.  During the second quarter the
Company paid approximately $1 billion of bankruptcy claims.  On
June 30, 2004, cash and cash equivalents totaled $5.4 billion
excluding Embratel, which has been classified as an asset held for
sale.

Total debt of $6 billion included approximately $295 million of
capitalized leases.  MCI issued $5.7 billion of Senior Notes on
April 20, 2004, which have not yet been rated by credit rating
agencies.  The Company has initiated discussions with the rating
agencies and presently expects the process to be completed by the
end of 2004.

On May 19, 2004, MCI announced that its Board of Directors had
initiated a study of the Company's liquidity requirements with a
view toward identifying any excess cash as defined in Section 5.07
of the Plan of Reorganization. Today the Board declared excess
cash of $2.2 billion and initiated a return of capital in the form
of a quarterly cash dividend of $0.40 per share.  The first
dividend will be paid September 15, 2004 to shareholders of record
on September 1, 2004.

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

The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  On April 20, 2004, the company (WCOEQ, MCWEQ) formally
emerged from U.S. Chapter 11 protection as MCI, Inc.  This
emergence signifies that MCI's plan of reorganization, confirmed
on October 31, 2003, is now effective and the company has begun to
distribute securities and cash to its creditors.


XEROX CORP: Proposed $400M Sr. Unsecured Notes Get S&P 'B+' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Stamford, Conn.-based Xerox Corp., and assigned a
'B+' to the company's proposed $400 million senior unsecured notes
due 2011. Proceeds from the proposed note issue are expected to be
used primarily to meet near-term debt maturities.

As of June 30, 2004, Xerox had total outstanding debt of about
$10.3 billion.

"The ratings on Xerox Corp. and related entities reflect mature
and highly competitive industry conditions, continued revenue
weakness, and a leveraged financial profile. These factors
partially are offset by the company's good position in its core
document processing business, and improving financial
flexibility," said Standard & Poor's credit analyst Martha Toll-
Reed.

Xerox reported revenues of $3.8 billion and net income of $208
million in the quarter ended June 30, 2004. Although total
revenues were down 1.7% from the same period last year, equipment
sales have demonstrated modest constant-currency improvement over
the past 18 months, which should provide the foundation for future
revenue growth. Xerox's nonfinancing EBITDA margin is expected to
remain in the 9%-10% range on an annual basis in the near to
intermediate term; a material improvement in nonfinancing
profitability is not expected without revenue growth.

The outlook is negative, reflecting Standard & Poor's concerns
about the potential impact of litigation risk on Xerox's liquidity
and financial flexibility.

Xerox's capital structure--adjusted for capitalized operating
leases, captive finance operations, and underfunded postretirement
obligations--remains leveraged, with adjusted total debt to EBITDA
of about 4.3x as of June 30, 2004.


XEROX CORP: Fitch Rates Proposed $400 Mil Sr. Debt Offering 'BB'
----------------------------------------------------------------
Fitch has assigned a 'BB' rating to Xerox Corp.'s (Xerox) proposed
$400 million senior unsecured debt offering due 2011. The notes
are being issued under the company's $2.5 billion shelf
registration statement and proceeds are for general corporate
purposes. Xerox and its subsidiaries' 'BBB-' senior secured bank
credit facility, 'BB' senior unsecured debt, and 'B' convertible
trust preferred securities are affirmed. The Rating Outlook is
Stable. Approximately $6 billion of securities are affected by
Fitch's action.

Xerox's ratings reflect the company's improved credit protection
measures and adequate liquidity profile, stabilized financial
performance, and simplified capital structure. Xerox continues to
execute its operating strategy and significant cost reduction
programs, and Fitch believes stable operating performance will
continue despite challenging prospects for growth in the near
term. Fitch continues to focus on the increasingly competitive
nature of the printing equipment manufacturing industry and the
need for Xerox to grow equipment revenues, uncertain liabilities
concerning outstanding litigation and potential pension
obligations, and significant core debt maturities over the next
few years.

Credit protection measures for the latest 12 months ending June
30, 2004 continue to show sequential improvement. Xerox's
leverage, measured by total debt to total EBITDA, is estimated to
be approximately 4.8 times, compared with 5.0x and 5.9x for 2003
and 2002, respectively. Similarly, Xerox's core leverage (defined
as nonfinancing debt divided by nonfinancing EBITDA) has remained
flat for the same time period at approximately 2x, compared with
3.4x for 2002, respectively. In addition, Xerox's overall interest
coverage ratio (including the financing segment) was nearly 3x,
while core interest coverage (defined as core EBITDA divided by
core interest expense) was approximately 3.8x, compared with a
Fitch-estimated 3.0x and 5.2x for 2003 and 2002, respectively.
Fitch anticipates overall and core credit protection measures will
remain stable and should gradually improve as a result of higher
operational EBITDA and the expectation that Xerox will use free
cash flow to reduce core debt levels in the next few years.

Xerox has maintained adequate liquidity and has been successful in
securitizing its finance receivables, as well as improving its
working capital metrics. The company's current liquidity consists
of more than $2.5 billion of cash, consistent annual free cash
flow above $1 billion, an undrawn $700 million bank facility
revolver expiring September 2008, and access to $5.0 billion of
funding from an eight-year agreement expiring October 2010 from
General Electric Vendor Financial Services for continued
securitization of U.S. finance receivables. As of June 30, 2004,
approximately $2.6 billion has been utilized from this funding
source. In addition, in June 2004, Xerox arranged a three-year
$400 million revolving credit facility secured by U.S. accounts
receivable with General Electric Capital Corporation; as of June
30, 2004, $187 million was drawn from this facility.

As of June 30, 2004, total debt was $10.3 billion, not considering
the $889 million of mandatorily convertible preferred stock and
$1.1 billion of convertible trust preferred securities, of which
the latter is callable/puttable in December 2004 at a strike price
of $9.125 for Xerox's common stock and the put can be settled in
either stock or cash at the option of Xerox. More than $4.0
billion of total debt is secured by various finance receivables,
and Fitch believes this will remain consistent while core debt
(nonfinancing operations) should be reduced.

Debt maturities for the second one-half of 2004 are estimated at
$2.3 billion, of which $1.1 billion is from securitizations, and
approximately $2.6 billion of debt matures in 2005, of which $1.5
billion is from securitizations. Maturing finance receivables
exceed the securitizations maturity amounts for 2004 and 2005.
Fitch believes free cash flow, along with a strong cash balance
will enable the company to manage debt maturities and other
obligations. Additional cash outlays of approximately $250 million
in the first one-half of 2004 were made for Xerox's worldwide
underfunded pensions (more than $900 million underfunded on an
accumulated benefit obligation basis as of Dec. 31, 2003), as well
as minimal remaining cash charges for previous restructuring
charges, mostly for severance payments.

In addition to Xerox Corp., the ratings affected are: Xerox Credit
Corp. and Xerox Capital (Europe) PLC's rated senior debt and Xerox
Corp.'s $1.0 billion senior secured bank credit facility, which is
also available to Xerox Canada Capital Limited and Xerox Capital
(Europe) PLC.


ZAKMAC INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Zakmac, Inc.
        56 Paterson Avenue
        Newton, New Jersey 07860

Bankruptcy Case No.: 04-35646

Chapter 11 Petition Date: August 5, 2004

Court: District of New Jersey (Newark)

Debtor's Counsel: Bruce Levitt, Esq.
                  Levitt & Slafkes, P.C.
                  76 South Orange Avenue, Suite 305
                  South Orange, New Jersey 07079
                  Tel: (973) 313-1200

Estimated Assets: $100,000 to $500,000

Estimated Debts: $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Ron Fastener and Industrial   Equipment and Other       $992,296
Supply Co., Inc.              Business Assets
2 Salt Spray Lane             Secured: $165,000
Hilton Head Island
South Carolina 29928

Newton Trust Company          Accounts Receivable       $150,000
PO Box 310                    Secured: $125,000
Newton, New Jersey 07860

Waste Management                                         $25,000

Internal Revenue Service      Withholding Taxes          $20,000

Internal Profit Associates                               $18,608

Ron Fastener Mortgage                                    $14,636

Rosco Enterprises                                        $12,012

Sparta Park                                              $11,862

Donaldson Company, Inc.                                   $9,362

Roberts Tool and Supply                                   $7,954

Parker Hannifin Corporation                               $7,010

State of New Jersey           Payroll and Sales           $7,000
Division of Taxation          Taxes

CRC Industries, Inc.                                      $6,184

Rosco Enterprises, LLC                                    $5,669

3m RBB7307                                                $5,528

Thomas Regional Directory                                 $4,940
Five Penn Plaza

Conesco Doka, Ltd.                                        $4,394

Marini & Associates                                       $4,293

Simplex Grinel                                            $3,282

Watson Metal Products                                     $3,141
Corporation


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

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
American & Foreign Power               5.000%  03/01/30    69
AMR Corp.                              9.000%  08/01/12    70
AMR Corp.                              9.000%  09/15/16    74
AMR Corp.                             10.200%  03/15/20    66
Atlantic Coast                         6.000%  02/15/34    65
Burlington Northern                    3.200%  01/01/45    54
Calpine Corp.                          7.750%  04/15/09    61
Calpine Corp.                          8.500%  02/15/11    61
Calpine Corp.                          8.625%  08/15/10    61
Calpine Corp.                          8.750%  07/15/07    67
Comcast Corp.                          2.000%  10/15/29    40
Continental Airlines                   4.500%  02/01/07    70
Cummins Engine                         5.650%  03/01/98    73
Delta Air Lines                        7.920%  11/18/10    60
Delta Air Lines                        8.300%  12/15/29    33
Delta Air Lines                        9.000%  05/15/16    37
Delta Air Lines                        9.250%  03/15/22    36
Delta Air Lines                        9.750%  05/15/21    37
Delta Air Lines                       10.125%  05/15/10    41
Delta Air Lines                       10.375%  02/01/11    41
Elwood Energy                          8.159%  07/05/26    72
Greyhound Lines                        8.500%  03/31/07    75
Inland Fiber                           9.625%  11/15/07    49
Missouri Pacific                       4.750%  01/01/30    72
National Vision                       12.000%  03/30/09    62
Northern Pacific Railway               3.000%  01/01/47    54
Northwest Airlines                     7.875%  03/15/08    65
Northwest Airlines                     8.700%  03/15/07    69
Northwest Airlines                     9.875%  03/15/07    72
Northwest Airlines                    10.000%  02/01/09    67


                           *********

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
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related conferences are encouraged. Send announcements to
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Each Friday's edition of the TCR includes a review about a book of
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available at your local bookstore or through Amazon.com. Go to
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Monthly Operating Reports are summarized in every Saturday edition
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For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

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

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

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

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