TCR_Public/040812.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, August 12, 2004, Vol. 8, No. 169

                          Headlines

4021-29 ELLIS CO-OP: Case Summary & Largest Unsecured Creditors
ADELPHIA COMMS: Tele-Media Wants Independent Examiner Appointed
ADVANCED X-RAY: Wants Court to Schedule "Open Outcry" Auction
AIR CANADA: Resolves All Union Restructuring Claims
AIR CANADA: Goodyear Wants Secured Status of Claim Confirmed

ALBERTA STAR: TSX Venture & OTCBB Exchange Listings Will Continue
ALBERTA STAR: SRK Engineers Completing Gold Resource Estimate
ALDEAVISION INC: Completes $4.6 Million Debt Restructuring
AVONDALE MILLS: S&P Lowers Credit Rating to B- & Junks Sub. Debt
BELIZE MORTGAGE: Moody's Downgrades Class B Bonds to B2 from Ba3

BOX USA: Moody's Removes Low-B & Junk Ratings After Acquisition
BURLINGTON IND: Claimants Respond to Trust's Objection to Claims
CAPTEC FRANCHISE: Moody's Cuts Class A-2 Notes Two Notches to Ba3
CAR WASH AT SUNNY: Case Summary & 17 Largest Unsecured Creditors
CENTURY ALUMINUM: Moody's Puts B1 Rating on Planned $250 Mil. Debt

CHASE MORTGAGE: Fitch Upgrades Two Low-B Rated Certificate Classes
COVANTA: Fitch Affirms & Withdraws B Ratings on Solid Waste Bonds
CRDENTIA CORP: Details Strategic Expansion Plan for Amex Listing
CRESCENT JEWELERS: Files Chapter 11 Petition in N.D. California
CRESCENT JEWELERS: Voluntary Chapter 11 Case Summary

DB COMPANIES: Committee Brings-In Whiteford Taylor as Attorneys
DELTA AIR: Moody's Junks Senior Unsecured Debt & Bonds Ratings
DEVLIEG BULLARD: US Trustee Names 5-Member Creditors' Committee
DILLARD'S: Fitch Affirms BB Notes & B- Capital Securities Ratings
DILLARD'S INC.: Moody's Affirms Low B-Ratings With Stable Outlook

DJT PROPERTIES: Case Summary & 18 Largest Unsecured Creditors
DYKESWILL: Told to File Plan & Disclosure Statement by Nov. 23
EL PASO: Provides Update on Restatement & Gets New Bank Extension
ELANTIC TELECOM: Hires Tavenner & Beran as Bankruptcy Counsel
ELANTIC TELECOM: Look for Bankruptcy Schedules Next Week

EMPI CORP: S&P Gives B+ Corporate Credit & Senior Secured Ratings
ENDEAVOUR GOLD: Now Known as Endeavour Silver to Reflect Biz Focus
ENDEAVOUR GOLD: Reappoints Directors and Appoints 3 Key Officers
ENRON CORP: Wants Court to Avoid $24.6 Million Transfers
EXIDE TECHNOLOGIES: Releasing First Fiscal Quarter Results Today

FIRST HORIZON: Credit Enhancement Prompts Fitch Rating Upgrade
FLEMING COS: Inks Settlement Pact Resolving Employee Bonus Spat
FMAC LOAN: Moody's Downgrades 2 Classes to Low-B and Junks 2 More
FOG CUTTER: Bourne End Subsidiary Inks $50.4 Mil. Real Estate Sale
FRONTIER LEASING: Moody's Assigns Low-B Ratings to Two Classes

FUJITA CORPORATION: Case Summary & 11 Largest Unsecured Creditors
GLOBAL CROSSING: Settles N.Y. City Tax Claims for $2.2 Million
HANOVER DIRECT: Stockholders' Deficit Tops $46 Mil. at June 26
HASTINGS MFG: Continues Liquidation of Canadian Operations
KAISER: Court Tells Debtors to Comply with Unistar Agreements

KMART: Home Depot Buying Fewer Stores Than Previously Indicated
LAIDLAW INC: Greyhound Lines Gets 2-Yr. Credit Facility Extension
MADISON RIVER: Moody's Junks $200 Million 13-1/4% Senior Notes
MARINER: National Sr. Care Merger Prompts Moody's Ratings Review
MICROTEC ENTERPRISES: Lenders Balk at $15.5 Million Equity Offer

MIRANT: Appellate Court Upholds Order Dismissing California Case
MIRANT CORP: Wants Court to Approve Sullivan Settlement Agreement
MUZAK HOLDINGS: Liquidity Concerns Prompt S&P B- Rating Downgrade
NATIONAL CENTURY: Court Approves $4.5 Million Lincoln Clinic Sale
NDCHEALTH: Low Income Expectation Incites S&P's Negative Outlook

NDCHEALTH: Moody's Affirms Ba3 Senior Implied & B2 Sub. Ratings
NEW WEATHERVANE: Retains Hilco as Real Estate Consultant
NEWFIELD: S&P Gives BB- Rating to Proposed $300 Million Notes
NORTEL NETWORKS: Filed Shareholder Complaint in N.Y. on July 30
NORTHWESTERN CORP: Identifies Seven New Directors

OCEANVIEW: Fitch Places BB-Rated Class C Notes on Negative Watch
OXFORD AUTOMOTIVE: S&P Junks Corporate Credit & Debt Ratings
PALCAN FUEL: Changes Company Name to Palcan Power Systems Inc.
PALCAN FUEL: Plans to Form Technical Group to Guide Product Dev't
PARMALAT GROUP: Bondi Sues UBS in Parma Court to Recover EUR290M

PILLOWTEX CORP: Wants to Employ Flanagan/Bilton as Tax Counsel
PRESIDENT CASINOS: Penn Nat'l Buying St. Louis Unit for $28 Mil.
PRUDENTIAL ASSURANCE: Objections to Sec. 304 Petition Due Aug. 22
PRUDENTIAL MORTGAGE: Fitch Affirms Low B-Ratings on 5 Certificates
RCN CORP: Court Approves Committee's Bid to Retain Milbank Tweed

SAN JOAQUIN LODGING: Case Summary & Largest Unsecured Creditors
SCHLOTZSKY'S: Wants BWK Trinitiy to Serve as Financial Advisors
SENECA GAMING: Reports $18.8 Million of Net Income in 2nd Qtr.
SIMMONS BEDDING: Boasts $6.0 Million 2nd Quarter Net Income
SIMMONS BEDDING: J. Messner Joins Board as Independent Director

SINO-FOREST CORPORATION: Details US$300 Million Debt Offering
SK GLOBAL AMERICA: Wants Until Sept. 30 to Solicit Votes on Plan
SOLUTIA INC: European Subsidiary Retains Rothschild Firm
STATER BROS: Posts $5.8 Million Thirteen-Week Loss in June Quarter
TERREMARK WORLDWIDE: June 30 Balance Sheet Upside-Down by $2.7MM

TIMMINCO LIMITED: Reports $2.6 Million Half-Year Net Loss
TIMMINCO LIMITED: Plans to Acquire Becancour Silicon for $34 Mil.
TIMMINCO LIMITED: Acquires 24% Fundo Wheels Equity for $4.6 Mil.
UAL CORP: Wants Court Nod on Club DIP Facility's 8th Amendment
UNIVERSAL ACCESS: Bankruptcy Triggers Nasdaq Delisting Notice

VOEGELE MECHANICAL: Wants to Employ Klett Rooney as Attorney
WORLDCOM INC: Court Denies State's Request to Unseal SEC Documents
XEROX CORPORATION: Moody's Raises Senior Implied Ratings to Ba1

* Charlie Wang Joins Cadwalader as Capital Markets Partner

                          *********

4021-29 ELLIS CO-OP: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: 4021-29 Ellis Co-Op
        4021-29 South Ellis Avenue
        Chicago, Illinois 60653

Bankruptcy Case No.: 04-29266

Type of Business: The Debtor owns a 36-unit brick building for
                  lease to tenants.

Chapter 11 Petition Date: August 6, 2004

Court: Northern District of Illinois (Chicago)

Judge: Honorable Judge Jack B. Schmetterer

Debtor's Counsel: Bruce Nash, Esq.
                  Bruce Nash & Associates
                  3333 West Arthington Avenue, Suite 20
                  Chicago, Illinois 60624
                  Tel: 773-265-6000

Total Assets: $5,000,000

Total Debts: $65,000

Debtor's 2 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
People's Energy                                          $40,000

City of Chicago                                          $25,000
Department of Water


ADELPHIA COMMS: Tele-Media Wants Independent Examiner Appointed
---------------------------------------------------------------
Ann B. Brogan, Esq., at Marcus Santoro & Kozak, in Chesapeake,  
Virginia, relates that since 1992, Adelphia Communications Corp.
entered into a variety of transactions with Tele-Media Corporation
of Delaware and its affiliates.  Through those transactions, ACOM
financed, purchased or became an equity participant in several
groups of cable joint venture operations owned and managed by
Tele-Media.  ACOM holds controlling interests in three Joint  
Ventures with Tele-Media, each of which has filed its own chapter
11 petition:
       
                                           Controlling Interest
                                           --------------------
   Joint Venture                           ACOM      Tele-Media
   -------------                           ----      ----------
   Tele-Media Company of Tri-States, LP     82%          18%

   TMC Holdings Corp.                       75%          25%

   Tele-Media Investment, LP                75%          25%

The Joint Ventures, through their subsidiaries, own and operate  
cable television systems in various market areas between  
Connecticut and Florida.  As of the Petition Date, the JV  
Entities served about 146,000 subscribers, in Connecticut,  
Maryland, West Virginia, Virginia and Florida.

Tele-Media Delaware is a creditor of most of the JV Entities and  
has numerous claims aggregating in millions of dollars against  
other ACOM Debtors.  Tele-Media Delaware, TMC Holdings  
Shareholder Robert Tudek, and certain limited partners of Tele-
Media Investment -- the Tele-Media Interests -- have filed claims  
against the ACOM Debtors based on the Debtors' breaches of duty  
arising out of the Debtors' ownership of interests in the Joint  
Ventures.

According to Ms. Brogan, while ACOM's efforts to facilitate a  
reorganization are commendable, the Tele-Media Interests believe  
that ACOM is not discharging its fiduciary duties to each of the  
specific, discrete ACOM Debtors that are JV Entities.  For this  
reason, the Tele-Media Interests ask the Court to appoint an  
independent examiner for the 10 JV Entities:

   -- Tele-Media Tri-States,
   -- CMA Cablevision Assoc. VII, LP,
   -- CMA Cablevision Associates XI, LP,
   -- TMC Holdings,
   -- Adelphia Company of Western Connecticut,
   -- TMC Holdings,
   -- Tele-Media Investment,
   -- Eastern Virginia Cablevision, LP,
   -- Tele-Media Company of Hopewell Prince George, and
   -- Eastern Virginia Cablevision Holdings, LLC

        Same Fiduciaries Represent Both Debtor & Creditor

Ms. Brogan reminds Judge Gerber that each of the ACOM Debtors has  
separate, independent fiduciary duties.  When a Debtor remains in  
possession in lieu of a trustee, in practice, these fiduciary  
responsibilities fall not on the inanimate corporation, but on  
the officers and managing employees who must conduct the Debtor's  
affairs under the surveillance of the Court.  Likewise, the  
fiduciary responsibilities of each of the JV Entities fall on the  
directors or general partners and officers and managing employees  
of each of the JV Entities.  Their fiduciary duties run to the  
creditors and equity interest holders of that specific entity.

In the ACOM Debtors' cases, other Debtors may have claims against  
the JV Entities, and the JV Entities have potential claims  
against other ACOM Debtors.  Regardless of the complexity or  
magnitude of the case, individuals acting as fiduciaries for one  
Debtor cannot also represent in a fiduciary capacity creditors of  
the same debtor.

The Individual Fiduciaries for the JV Entities are essentially  
the same as ACOM's corporate officers, Ms. Brogan points out.   
There is no independence.  The same people and professionals are  
acting as or on behalf of the debtor, creditor, officer and  
director in multiple cases.

          ACOM Fails to Discharge its Fiduciary Duties

The JV Entities are not wholly owned subsidiaries of ACOM.  The  
Tele-Media Interests own a substantial percentage of the equity  
within the Joint Ventures that have interests in each of the JV  
Entities and, thus, are entitled to have their equity interests  
recognized, reorganized, analyzed and protected by the  
fiduciaries in each specific case.  ACOM, Ms. Brogan contends, is  
unable to satisfy this obligation.

Since the filing of these cases, there has been no meaningful  
analysis of the value of the JV Entities.  Mr. Brogan also notes  
that there has been no analysis or disclosure of significant  
intercompany claims, nor any attempt to reconcile those claims.   
Instead, ACOM proposed a "deemed" substantive consolidation as  
part of its reorganization plan that would cause Tele-Media's  
equity in the JV interests to evaporate without explanation.

Ms. Brogan asserts that the elimination of the equity of the  
Tele-Media Interests creates benefits for other constituents of  
ACOM without regard to the legitimate claims of the Tele-Media  
Interests.  Independent fiduciaries with a duty solely to the JV  
Entities, their creditors and shareholders, would not permit this  
to occur without fully analyzing and disclosing all relevant  
information leading to this result.

Ms. Brogan relates that the Tele-Media Interests attempted to  
obtain information from ACOM to (i) enable them to determine the  
value of the JV Entities, as well as the amount of and basis for  
claims against their estates, and (ii) get an estimate of the  
equity value of the JV Entities.  However, ACOM persistently  
remains unwilling or unable to provide adequate information.

                    Independence is Vital

Given the status of ACOM's pre-bankruptcy financial records, ACOM  
cannot make the objective determination as a fiduciary on behalf  
of itself, as well as the JV Entities, of what is owed by or to  
each Debtor.  The necessary independence is sorely lacking, Ms.  
observes.

Ms. Brogan clarifies that the request for an independent examiner  
is not an attack on the competence or integrity of ACOM, its  
officers, directors or professionals.  "It is simply a statement  
of fact: one cannot be debtor and creditor in the same case and  
discharge an independent fiduciary duty."  Given that the Tele-
Media Interests are substantial equity-holders in the JV  
Entities, and that the JV Entities have not made accurate or  
adequate disclosure of assets and liabilities, it is imperative  
that an independent party be appointed to investigate these and  
other important points.  An independent examiner will investigate  
and report to the Court the effect of the activities of the ACOM  
Debtors, their directors and management on the JV Entities'  
estates.

                    Confidential Documents

Certain allegations in the Tele-Media Interests' request refer to  
documents that may be "confidential material" as defined in a  
non-disclosure agreement the Tele-Media Interests entered into  
with ACOM on February 24, 2004.  In compliance with their  
obligations under the Non-Disclosure Agreement, the Tele-Media  
Interests redacted from the Examiner Request any references to  
information that may be confidential.  With the Court's  
permission, the Tele-Media Interests filed the complete version  
of the Examiner Request under seal.

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


ADVANCED X-RAY: Wants Court to Schedule "Open Outcry" Auction
-------------------------------------------------------------
Advanced X-Ray, Inc., proposes to sell its property, free and
clear of liens to, VJT Georgia, Inc., for $250,0000 plus 5% of
orders received from customers in the 18 months following the
sale's closing date.

To encourage higher and better offers, Advanced X-Ray asks the
U.S. Bankruptcy Court for the Northern District of Georgia,
Atlanta Division, to schedule an "open outcry" auction in open
court.  Qualified bidders must deposit $40,000 with the Debtor's
counsel no later than two days before the auction date.  The
minimum first bid must be $300,000 and the Debtor proposes $25,000
minimum bid increments.  

The Asset Purchase Agreement provides for a $25,000 breakup fee in
the event VJT Georgia is outbid, plus reimbursement of VJT's
reasonable costs and expenses not exceeding $30,000.  The Debtor
tells the Court the sale and auction are necessary to maximize the
value of estate property.

Headquartered in Buford, Georgia, Advanced X-Ray, Inc. --
http://www.advancedx-ray.com/-- offers a full line of X-ray  
systems, enclosures, and material handling systems to provide
a complete, integrated inspection solution. The Company filed
for chapter 11 protection (Bankr. N.D. Ga. Case No. 04-71349) on
July 13, 2004.  Frank B. Wilensky, Esq., at Macey, Wilensky,
Cohen, Wittner & Kessler, represents the Company in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed over $100,000 in estimated assets and
over $1 million in estimated liabilities.


AIR CANADA: Resolves All Union Restructuring Claims
---------------------------------------------------
The last of the restructuring claims filed against Air Canada by
its unions has now been resolved.  In proceedings before the
Superior Court of Justice on August 9, 2004, the Air Canada Pilots
Association accepted the determination of the Claims Officer and
agreed to withdraw their pending appeal.  The Court also dismissed
an appeal by the Canadian Union of Public Employees, representing
the airline's flight attendants, of the determination of its claim
by the Claims Officer.

Ernst & Young Inc., the Monitor in the CCAA proceedings, has
provided Air Canada with the following status report regarding
outstanding and accepted claims in the CCAA process:

Claims Accepted or Determined
assuming no appeals from Court decisions
are granted:                                    $7,477,500,000

Total Disputed Claims:                          $1,460,500,000

Portion of Disputed Claims Allowed in Part:       $519,900,000
million

Minimum Potential Claims:                       $7,997,400,000
(Assumes all disputed claims resolved at
amount allowed by Air Canada and the Monitor)

Maximum Potential Claims:                       $8,937,900,000
(Assumes all disputed claims resolved at
amount claimed by disputing creditors)

It should be noted that the Total Disputed Claims amount reported
does not include claims for approximately $2,244 million, which
have been determined by final Court order to be $124 million and
from which leave to appeal has been sought or where the time for
seeking leave to appeal (21 days) has not yet expired.

The Corporation intends to emerge from CCAA protection on
September 30, 2004 following a creditor vote to be held on August
17, 2004.  Air Canada will post a more detailed update on the
status of claims on its website http://www.aircanada.ca/noticeand  
on the website of its counsel at http://www.stikeman.com/ac

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: Goodyear Wants Secured Status of Claim Confirmed
------------------------------------------------------------
In May 2003, The Goodyear Tire & Rubber Company obtained
permission from the Ontario Superior Court of Justice to register
a financing statement under the Ontario Personal Property
Security Act, R.S.O. 1990, c. P.10, as amended, in respect of its
security interest created under a January 1999 Cost Per Landing
Agreement with Air Canada.  Air Canada granted Goodyear a
security interest in the tires that Goodyear supplied under the
Agreement to Air Canada.  

In July 2003, Goodyear received permission from the CCAA Court to
obtain from Air Canada a moveable hypothec with respect to the
Security Interest to secure the payment and satisfaction of Air
Canada's obligations to Goodyear arising under the Agreement from
and after April 2, 2003.  Goodyear was authorized to complete the
registration of the hypothec, together with a notice of
reservation of title contained in the Agreement, in and pursuant
to the laws of the Province of Quebec.

Air Canada delivered an executed hypothec on July 24, 2003.
Goodyear effected the registration in the Province of Quebec.

The July Court order provides that the execution and registration
of the hypothec "shall not constitute a waiver or release by Air
Canada of its rights to classify the prefiling claim of Goodyear
in any future plan of arrangement, nor shall it constitute a
waiver or release of the rights of Goodyear to contest or appeal
any such classification."

In November 2003, Goodyear filed a secured claim against Air
Canada for CN$733,057.  Ernst & Young, Inc., the Court-appointed
Monitor, acknowledged receiving the claim on November 18.

By letter dated December 12, 2003 to the Monitor, Goodyear's
counsel requested written confirmation that the Claim was
accepted as valid.  No confirmation was received.

On July 14, 2004, Goodyear's counsel followed up on the December
2003 letter.  The Monitor confirmed to Goodyear's counsel on
July 15 that the Claim had been accepted "without the right to
priority."

On July 20, 2004, Goodyear received a notice of revision or
disallowance of its Claim from the Monitor.  Goodyear objected to
the Notice.

On July 26, 2004, Air Canada's counsel advised Goodyear that the
reasons for its objections to the Notice should be communicated
to the Monitor through a Dispute Notice and that the dispute
should be heard by a Claims Officer prior to being heard by the
CCAA Court.  Goodyear did as it was told.  To date, Goodyear's
counsel has not heard from either Air Canada's counsel or the
Monitor regarding the arrangements, if any, that have been made
for a hearing before a Claims Officer.

In view of the Applicants' Plan of Compromise and Arrangement and
the impending meeting of Affected Unsecured Creditors on
August 17, 2004, Goodyear asks the CCAA Court to declare that it
is not an "Affected Unsecured Creditor" as defined in the Plan.

Goodyear also asks the Court to:

       (i) direct the Applicants to immediately execute and
           deliver to Goodyear a form of moveable hypothec to
           secure the payment and satisfaction of the Applicants'
           CN$2,800,000 obligation to Goodyear; and

      (ii) lift the CCAA stay so it may register the executed
           form.

In the alternative, Goodyear asks Mr. Justice Farley to confirm
that Claims, which are validly secured but not perfected as at
the Implementation Date provided in the Plan, are in a class
separate and apart from all other Claims -- to give effect of
Goodyear's status vis-a-vis Air Canada as that of a secured
creditor.

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)


ALBERTA STAR: TSX Venture & OTCBB Exchange Listings Will Continue
-----------------------------------------------------------------
Alberta Star Development Corporation has carried out its annual
general meeting of shareholders held on Tuesday August 10, 2004.
All resolutions proposed were passed unanimously.  The company
will remain inter-listed on the TSX Venture Exchange (ASX) and on
the OTCBB (ASXSF) for wider market exposure.  The company is
currently quoted on the TSX Venture Exchange and on the US OTCBB
under the symbol ASXSF.

Alberta Star is a leading Canadian mineral exploration company
that identifies, acquires, finances and develops advanced staged
gold properties throughout North America.  Alberta Star is
primarily focused on the discovery of gold.  It specializes on
gold properties with strong data bases that are fully permitted
and drill ready for purchase or option.  Alberta Star's focus is
to acquire properties where proper due diligence has indicated
that there is a reasonable expectation of identifying and yielding
a world-class deposit for its shareholders.

The Company's financial statements as at 31 May 2004 and for each
of the three-month and six-month periods then ended have been
prepared on a going concern basis, which contemplates the
realization of assets and the settlement of liabilities and
commitments in the normal course of business.  The Company has a
loss of $665,022 for the six-month period ended 31 May 2004 (31
May 2003 - $649,778) and has working capital of $733,975 at 31 May
2004 (31 May 2003 - $1,193,257, 30 November 2003 - $209,163).
Management cannot provide assurance that the Company will
ultimately achieve profitable operations or become cash flow
positive, or raise additional debt and equity capital.  However,
based on its prior demonstrated ability to raise capital,
management believes that the Company's capital resources should be
adequate to continue operating and maintain its business strategy
during fiscal 2004.  However, if the Company is unable to raise
additional capital in the near future, due to the Company's
liquidity problems, management expects that the Company will need
to curtail operations, liquidate assets, seek additional capital
on less favourable terms and pursue other remedial measures.  


ALBERTA STAR: SRK Engineers Completing Gold Resource Estimate
-------------------------------------------------------------
SRK Consulting Engineers & Scientists are currently on site at
Dixie Lake Gold Project, in Ontario.  SRK is completing a
comprehensive NP #43-101 Technical Review and Preliminary resource
estimate on the Dixie Lake Gold Project for Alberta Star.  The
report, which has been started is expected to be completed by Sept
15, 2004.  Alberta Star has completed over 8,500 metres of deep
drilling over the past 12 months with its partner Fronteer
Development Group.  Alberta Star has significantly upgraded the
gold resource potential of the Dixie Lake Property, demonstrating
that high grade gold mineralization is present over significant
widths and that the shoot geometry is both predictable and
continuous over a vertical range of at least 400 metres.  The
Dixie Lake Resource estimate will be prepared according to
industry best practices, as defined by the CIMM.  An appropriate
geological model will be established in conjunction with developed
economic parameters.  Analysis will seek to establish the
statistical and spatial character of the gold mineralization, in
terms of grade, thickness variations, distribution of refractory
vs. free gold, and the extent to which the "nugget effect" affects
the mineralized sample population.

The report will be comprehensive and will be the cornerstone of
upcoming studies, evaluations, and strategic planning for the
Company.

Alberta Star plans to use its flow-through proceeds to commence
Phase 4 drilling which is expected to begin upon completion and
evaluation of the National Policy #43-101 resource report
estimates.  The company plans to start aggressively drill
targeting additional high-grade gold shoots that have been
identified, and testing new geochemical and geophysical targets
that exist on the property.

Over the past 12 months, Alberta Star, the funding partner, has
significantly upgraded the resource potential of the Dixie Lake
Gold Property, demonstrating that high grade gold mineralization
is present over significant widths and that its geometry is both
predictable and continuous over a vertical range of at least 400
metres.

                 Dixie Lake Grade Gold Project

Alberta Star has been granted an option to earn up to 50% interest
on Fronteer's Dixie Lake Gold Property, situated 25 kilometres
south of Placer Dome's Campbell mine and Goldcorp's Red Lake mine
in the Red Lake Belt, Ontario.

              Alberta Star Development Corporation

Alberta Star is a leading Canadian mineral exploration company
that identifies, acquires, finances and develops advanced staged
gold properties throughout North America.  Alberta Star is
primarily focused on the discovery of gold.  It specializes on
gold properties with strong data bases that are fully permitted
and drill ready for purchase or option.  Alberta Star's focus is
to acquire properties where proper due diligence has indicated
that there is a reasonable expectation of identifying and yielding
a world-class deposit for its shareholders.

The Company's financial statements as at 31 May 2004 and for each
of the three-month and six-month periods then ended have been
prepared on a going concern basis, which contemplates the
realization of assets and the settlement of liabilities and
commitments in the normal course of business.  The Company has a
loss of $665,022 for the six-month period ended 31 May 2004 (31
May 2003 - $649,778) and has working capital of $733,975 at 31 May
2004 (31 May 2003 - $1,193,257, 30 November 2003 - $209,163).
Management cannot provide assurance that the Company will
ultimately achieve profitable operations or become cash flow
positive, or raise additional debt and equity capital.  However,
based on its prior demonstrated ability to raise capital,
management believes that the Company's capital resources should be
adequate to continue operating and maintain its business strategy
during fiscal 2004.  However, if the Company is unable to raise
additional capital in the near future, due to the Company's
liquidity problems, management expects that the Company will need
to curtail operations, liquidate assets, seek additional capital
on less favourable terms and pursue other remedial measures.


ALDEAVISION INC: Completes $4.6 Million Debt Restructuring
----------------------------------------------------------
AldeaVision Inc. (TSX-V:ALD) completed on June 30, 2004, the debt
restructuring it announced last March.  The proposed debt
restructuring agreement reached in March 2004 between AldeaVision
and Miralta Capital II Inc., acting on behalf of 16 beneficial
holders of AldeaVision's $4.6 millions debenture due January 14,
2005 and acting as creditor for AldeaVision's $2 millions credit
facility, contemplated that:

     (i) the debenture's term would be extended by one year to
         January 14, 2006;

    (ii) $430,000 of unpaid interest thereon would be capitalized
         and a further $100,494.72 of unpaid interest would be
         given;

   (iii) its conversion price would be lowered from $1.25 per
         share to $0.16 per share; and

    (iv) its forced conversion provision would be modified to
         allow for the forced conversion by AldeaVision if the
         market price of AldeaVision's common shares was at least
         $0.25 per share for twenty consecutive trading days.

The debt restructuring agreement also contemplated that the $2
millions credit facility would be transformed into a convertible
debenture in the principal amount of $2.5 millions on identical
terms and conditions as the modified $4.6 millions debenture,
including a conversion price of $0.16 per share.  Each debenture
hold period will expire on October 30, 2004.

Montreal-based AldeaVision Inc. is an innovative provider of
broadcast quality video networking services and solutions for the
television, film and media industries.  The AldeaVision Global
Video Network uses digital facilities over broadband fiber
networks and is designed to provide seamless end-to-end broadcast
digital video connections among broadcasters, content producers,
post-production and media companies.  AldeaVision services are
available in Miami, New York, Washington D.C., Los Angeles,
Toronto, Montreal, Mexico City, Lima, Peru and Caracas, Venezuela.


AVONDALE MILLS: S&P Lowers Credit Rating to B- & Junks Sub. Debt
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on textile manufacturer and marketer Avondale Mills Inc. to
'B-' from 'B'.  At the same time, the subordinated debt rating on
the company was lowered to 'CCC' from 'CCC+'.  The outlook is
negative.

Monroe, Georgia-based Avondale Mills had about $163.3 million of
total debt outstanding at May 28, 2004.

"The downgrade reflects the company's poor operating results and
its significant decline in credit protection measures, as well as
Standard & Poor's continued concerns about challenging industry
conditions and Avondale Mills' ability to continue to adjust its
operating model in response to the current environment," said
credit analyst Susan H. Ding.

"The company's decline in sales and profitability, which continued
in the latest quarter ended May 28, 2004, reflects the overall
weak demand for textile and apparel products as well as the shift
in demand to lower priced goods manufactured overseas."

For the 12 months ended May 28, 2004, Avondale Mills' sales
declined by 10.6%, while its operating margin eroded
significantly, to 5.4% from 12.3% the previous year.
Correspondingly, EBITDA interest coverage fell to 1.3x, compared
with 4.2x in the previous period, while total debt to EBITDA
increased to 5.8x from 2.2x as a result of the lower EBITDA base.
Poor operating results were driven by continued unit volume
declines as well as price deflation.  Standard & Poor's expects
the trend to continue in the intermediate term because of the
imminent removal of trade quotas under the World Trade
Organization's January 2005 deadline.  The elimination of these
quotas (which limit imported goods under certain categories to
protect domestic production) will likely create further pricing
pressures in the industry.


BELIZE MORTGAGE: Moody's Downgrades Class B Bonds to B2 from Ba3
----------------------------------------------------------------
Moody's has downgraded the rating of Belize Mortgage Company
2002-1 Class B Bonds to B2 from Ba3 as a result of the agency's
downgrade of the Government of Belize's foreign currency rating to
B2 from Ba3 on August 5, 2004.  The rating action concludes the
review for possible downgrade initiated on June 22, 2004.

The securitized pool includes residential, agricultural and
industrial loans originated by the Development Finance of Belize,
a private company that provides credit for the productive sectors.

The rating of the Class B bonds is based on guarantees provided by
the Development Finance Corporation of Belize and by the
Government of Belize.  The Development Finance unconditionally and
irrevocably guarantees the due and timely payment of the principal
of, and any interest and other charges on, the bonds in US
dollars.  The Government of Belize unconditionally and irrevocably
guarantees that the Development Finance will fulfill its
obligations.  Therefore, the rating of the Class B bonds depends
upon the ability and willingness of the Government of Belize to
pay under its guarantee.


BOX USA: Moody's Removes Low-B & Junk Ratings After Acquisition
---------------------------------------------------------------
Moody's Investors Service withdrew its ratings of Box USA, Inc.:

Ratings withdrawn:

   * Senior implied rated B3;

   * Senior unsecured issuer rating rated Caa1; and

   * $170 million, 12% guaranteed senior secured notes,
     due June 1, 2006, rated B3.

The ratings withdrawal was prompted by the completion of the
acquisition of Box USA by International Paper, Inc., and the
subsequent repayment of all Box USA debt obligations by
International Paper as of July 30, 2004.


BURLINGTON IND: Claimants Respond to Trust's Objection to Claims
----------------------------------------------------------------
As previously reported, the BII Distribution Trust determined that
45 claims assert liabilities in excess of the amount due with
respect to the underlying obligations.  As a result, the amounts
asserted in the Overstated Claims include amounts that are not
liabilities of the Reorganized BII Debtors' Estates.

Accordingly, the Trust asks the Court to reclassify the Claims as
general unsecured non-priority claims to ensure that the
Claimants do not receive a disproportionately large distribution
on account of the asserted liabilities.

                       No Liability Claims

The Trust observes that certain claims filed against the Debtors
do not present valid obligations of the Debtors' estates.  Upon
review of the Reorganized Debtors' books and records and analysis
of the underlying liabilities, the Trust determined that:

   (a) Three claims are for worker's compensation, which are
       covered by the Debtors' workers' compensation insurance
       program and are being processed without interruption in
       the ordinary course of business:

       Claimant                          Claim No.  Claim Amount
       --------                          ---------  ------------
       Camden, Melissa                      1542       $100,000
       Cantley, Walter N.                   1235      1,000,000
                                            1236      1,000,000

   (b) Electric Sales & Services Company's Claim No. 243 for
       $14,552 is for disallowed interest;

   (c) Ten Claims represent obligations that are not valid
       liabilities of the Estates or otherwise not due and owing:

       Claimant                          Claim No.  Claim Amount
       --------                          ---------  ------------
       Computer Associates Int'l, Inc.      1559       $137,551
       CSX Transportation                      5          9,721
       De Lage Landen Financial Services    1229          6,101
       Dupont Flooring Systems, Inc.         570         35,100
       J C Viramontes International, Inc.   1021   Unliquidated
       Martelli Lavorazioni Tessili, SpA     195   Unliquidated
       Phoenix Software International       1193         10,620
       Reliance Insurance                   1368      2,043,193
       Smith, Brenda D.                      963        150,000
       Travelers Casualty & Surety Co.        59   Unliquidated

   (d) Two Claims relate to obligations arising under the
       Debtors' employee retirement benefits program or certain
       other employee benefit programs, which were assumed or
       continued by the buyer of the Debtors' assets:

       Claimant                          Claim No.  Claim Amount
       --------                          ---------  ------------
       Cantley, Walter N.                   1235     $1,000,000
       Cantley, Walter N.                   1236      1,000,000

   (e) Twelve Claims are on account of an obligation assumed by
       the Buyer:

       Claimant                          Claim No.  Claim Amount
       --------                          ---------  ------------
       AT&T Corporation                      144       $344,348
       Boehme Filatex, Inc.                  871         20,569
                                            1394          1,628
       Computer Associates Int'l, Inc.      1559        137,551
       Drake Extrusion, Inc.                1076        717,904
       Duke Energy                           140        477,870
       Dupont Flooring Systems, Inc.         570         35,100
       Phoenix Software Int'l               1193         10,620
       Powerware                             589            275
       QRS Corporation                       688         72,075
       Reliance Insurance Co.               1368      2,043,193
       Waste Management of Carolinas         646          2,031

The Trust asks the Court to disallow and expunge the No Liability
Claims.
                           
                          Responses

(1) Melissa Camden

Robert A. Simon, Esq., at Barlow Garsek & Simon, LLP, in Forth
Worth, Texas, asserts that the BII Distribution Trust's Objection
to Ms. Camden's Claim is a mere formal objection, and does not
state a sufficient reason to disallow it.  Ms. Camden never
received any "benefits" from Burlington Industries, Inc., and has
no idea what "benefits" the Objection refers to.  In addition,
the Objection failed to deny any of the facts stated in Ms.
Camden's Claim and does not offer any legal defenses.

Mr. Simon explains that Ms. Camden is the daughter of Ellen
Camden, who died of mesothelioma or cancer of the pleural lining
around the lung on November 2, 2000, at the age of 57.  As the
daughter and the personal representative of Ellen Camden's
estate, Ms. Camden asserts a claim under the Texas Wrongful Death
Act.

Ellen Camden's father, Charles Lewis was a lifelong Burlington
employee.  From 1940 to 1986, Mr. Lewis worked as a fireman
helper, fireman, repairman, and supervisor at a Burlington plant
in Virginia.  Mr. Lewis' job included servicing and repairing
boilers.  The boilers Mr. Lewis worked on were insulated with
asbestos-containing refractory material.  Moreover, the steam
pipes that emanated from the boilers were insulated with
asbestos-containing pipe insulation.

After a day's work, Mr. Lewis' clothes often would be covered
with asbestos dust.  As Mr. Lewis' daughter, Ellen Camden was
given the chore of shaking out and washing her father's asbestos-
covered working clothes.  While doing so for several years as a
child and as an adolescent, Ellen Camden inhaled a lethal amount
of the asbestos fibers.

In December 1999, Ellen Camden was diagnosed with mesothelioma
and died less than one year later.  Mr. Simon explains that,
unlike pulmonary carcinoma or lung cancer, which can be caused by
asbestos exposure, tobacco usage, or a combination of both,
mesothelioma is only caused by exposure to asbestos fibers.

As a child and an adolescent, Ellen Camden did not know that the
dust on her father's clothing was a lethal carcinogenic.
However, Mr. Simon contends that the dangers of exposure to
asbestos fibers were well known to Burlington, as they were well
known to other companies that used asbestos.  Burlington had a
duty to its employees and their families to maintain a safe
workplace and to protect its workers and their families against
exposure to friable asbestos located in its plant.  Burlington's
negligent or grossly negligent failure to protect Mr. Lewis from
exposure to harmful asbestos fibers caused Ellen Camden to be
exposed on a regular basis to asbestos fibers, which proximately
caused her untimely death.

Ellen Camden's death left her children, including Melissa,
without a mother at relatively young ages.  Pursuant to the Texas
Wrongful Death Act, Ellen Camden's children are entitled to
compensatory and exemplary damages for the loss of their
relationship with their mother.

Ms. Camden filed her claim for $100,000, which was intended to be
a good faith estimate, and not a judicial admission.  The
$100,000 figure was chosen to factor in the risks, expenses, and
delays inherent in litigation, and does not state the full amount
of damages Ms. Camden has suffered.  If forced to litigate her
claim with the Trust in the United States District Court or State
Court, Ms. Camden would seek to prove the full amount of her
common law damages for the wrongful death of her mother, with
damages far exceeding $100,000.

Accordingly, Ms. Camden asks the Court to overrule the Trust's
Objection.

(2) Duke Energy Corporation

Duke Energy Corporation, doing business as Duke Power Company,
timely filed a proof of claim for $477,870, relating to
prepetition electric utility service it provided to the BII
Debtors under various agreements:

    -- $86,507 is for prepetition amounts owing under an Electric
       Service Agreement between the Debtors and Duke, executed
       as of June 27, 2001, to provide electric service to the
       Debtors' facility known as the "Pioneer Plant";

    -- $83,343 is for prepetition amounts owing under an Electric
       Service Agreement between the Debtors and Duke, executed
       as of April 12, 2001, to provide electric service to the
       Debtors' facility known as the "Reidsville Weaving Plant";
       and

    -- $308,020 relates to various other agreements and
       arrangements between the Debtors and Duke.

Because the Pioneer Plant and the Reidsville Plant Contracts
provided large annual savings to the Debtors, the parties agreed
that the Debtors would assume the Contracts and pay a cure amount
equal to 40% of the outstanding prepetition debt for each
Contract.  Robert C. Fariole, Director of Corporate Engineering
of Burlington Industries, Inc., confirmed that the Debtors would
pay $34,603 to assume the Pioneer Plant Contract and $33,347 to
assume the Reidsville Plant Contract.

According to John D. Demmy, Esq., at Stevens & Lee, PC, in
Wilmington, Delaware, Duke's claim constitutes prima facie
evidence of the validity and the amount of Duke's unsecured
prepetition claim against the Debtors.  Thus, the Debtors have
the burden to overcome the prima facie validity of the Proof of
Claim before shifting the burden of production on to Duke.

Mr. Demmy adds that the Pioneer Plant and Reidsville Plant
Contracts have not been assumed because the agreed cure amounts
have not yet been paid.  Pursuant to Section 365(b)(1) of the
Bankruptcy Code, the Debtors cannot assume any of the Contracts
without first paying the agreed cure amounts.

Furthermore, the remaining $308,020 included in Duke's claim that
is unrelated to the Pioneer Plant Contract, the Reidsville
Contract or the Williamsburg Lot Lease has not been paid.  The
Debtors, Mr. Demmy says, have not even purported to assume any of
the agreements under which these amounts are owing.

Accordingly, Duke Energy asks the Court to:

    (1) overrule the Claim Objection as it relates to Duke's
        Claim;

    (2) allow Duke Energy's Proof of Claim as an unsecured claim
        for $477,870; and

    (3) require the Debtors to pay Duke Energy the agreed cure
        amounts as a condition to the Debtors' assumption of the
        Pioneer Plant and Reidsville Plant Contracts.

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)   


CAPTEC FRANCHISE: Moody's Cuts Class A-2 Notes Two Notches to Ba3
-----------------------------------------------------------------
Moody's Investors Service downgrades five classes of notes issued
by Captec Franchise Trust 2000-1.  The downgrades of the Class
A-2, B, C, D and A-IO ratings are due to the continued
deterioration in collateral performance of the pools.  In
addition, the rating on the Class A-1 Notes was confirmed due to
the substantial credit support protecting the class.  The complete
ratings actions were as follows:

   Rating Action

      Captec Grantor Trusts 2000-1
      Franchise Receivable Trust Certificates

         * $70.96 million Class A-1 Notes, rating confirmed at A3;

         * $40.6 million Class A-2 Notes, rating downgraded to Ba3
           from A3;

         * $8.7 million Class B Notes, rating downgraded to Caa1
           from Ba2;

         * $7.7 million Class C Notes, rating downgraded to Ca
           from B2;

         * $6.8 million Class D Notes, rating downgraded to C from
           Caa1;

         * Class A-IO, rating downgraded to A3 from Aaa.

As of the July 2004 distribution date, the total subordination
protection for the Class A-2 notes was 22%; 16% for Class B; 10.7%
for Class C; 6% for Class D; and 3.3% for Class E Notes. The notes
will likely experience substantial writedowns given the July 2004
delinquency rate of 21%, with most of the loans severely
delinquent. The downgrades reflect expected recoveries on current
problem loans and resulting writedowns on the notes, in addition
to projected future defaults.

Captec Financial Group, Inc. based in Ann Arbor, Michigan, is a
specialized commercial finance company that focused on the casual
dining and fast food restaurant sectors.

The notes were sold in a privately negotiated transaction without
registration under the Securities Act of 1933 (the Act) under
circumstances reasonably designed to preclude a distribution
thereof in violation of the Act. The issuance has been designed to
permit resale under Rule 144A.


CAR WASH AT SUNNY: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Car Wash at Sunny Hills Inc.
        5603-1/2 Seashore Drive
        Newport Beach, California 92663

Bankruptcy Case No.: 04-14948

Chapter 11 Petition Date: August 6, 2004

Court: Central District of California (Santa Ana)

Judge: John E. Ryan

Debtor's Counsel: Jeffrey W. Broker, Esq.
                  Broker & Associates, PA
                  18191 Von Karman Avenue, Suite 470
                  Irvine, CA 92612-7114
                  Tel: 949-222-2000

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 17 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Todd C. Danly and Kathkeen Danly           $723,966
c/o Michael S. Magnsuon, Esq.
13215 E. Penn St., Ste. 205
Whittier, CA 90602-1722

W. Michael Scott                           $500,000
5603-1/2 Seashore Drive
Newport Beach, CA 92663

W. Michael Scott                           $486,000
5603-1/2 Seashore Drive
Newport Beach, CA 92663

Brocom, LLC c/o Robert Johnson, Esq.       $450,000
Friedman Peterson Stroffe & Gerard
19800 MacArthur Blvd., Suite 1100
Irvine, CA 92612-2425

W. Michael Scott                           $437,845
5603-1/2 Seashore Drive
Newport Beach, CA 92663

Delight Danley                             $139,925

Douglas Nitta, M.D.                        $133,000

W. Michael Scott                           $125,000

David Vatani                                $80,000

CIT Technology Finance Service              $50,000

G.E. Capital Finance Corp.                  $35,871

Napa Auto Parts                             $16,414

Katone Brothers Car Wash Servicing           $5,833

Car Aroma Supplies, Inc.                     $2,883

Rodriguez Bros. Auto Parts                   $2,315

Orange County Clerk                          $1,500

Greetings Gift and Extras                    $1,406


CENTURY ALUMINUM: Moody's Puts B1 Rating on Planned $250 Mil. Debt
------------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Century Aluminum
Company's proposed $250 million of guaranteed senior unsecured
notes due 2014.  The combined proceeds from the unsecured notes
and a $175 million issue of non-guaranteed convertible senior
notes due 2024 (unrated) will be used to finance the tender offer
for Century's existing first mortgage notes and to pay related
premiums, accrued interest and other expenses of approximately
$64 million.  The convertible senior notes are not guaranteed and
effectively subordinated to the other debt of Century.  Moody's
affirmed the existing ratings of Century but changed its rating
outlook to positive from stable.  Moody's will withdraw the
ratings on the first mortgage notes if Century's tender offer is
successful.

The following rating actions were taken:

   * Assigned a B1 rating to the proposed $250 million of senior
     unsecured notes due 2014;

   * Affirmed the Ba3 rating for Century's $100 million senior
     secured revolving credit facility;

   * Affirmed its B1 senior implied rating; and

   * Affirmed its B3 senior unsecured issuer rating.

Century's ratings continue to reflect its relatively high
leverage, exposure to a single commodity-priced product, a higher
cost base compared to many of its integrated competitors, the
risks associated with alumina and electrical power supply
arrangements, and concentration of sales among four customers.   
Additionally, the ratings reflect the company's increased debt
level following its acquisition of Nordural Aluminum hf, Iceland,
and the additional borrowings and equity contributions required to
complete the $330 million Nordural expansion over the next two
years.

Positive factors supporting the ratings include the stability
provided by Century's business model, which uses long-term supply
and sales contracts to minimize mismatches between alumina and
aluminum prices and capture a sales premium above the London Metal
Exchange aluminum price.  This -- along with aluminum hedging --
enabled the company to generate free cash flow in each of the last
three fiscal years, when London Metal Exchange prices were often
below $0.65/pound.  Also, while the company's debt has risen with
the acquisition of Nordural, the new financings extend the
company's debt maturity profile and lower its average cost.

In addition, Moody's ratings and the positive rating outlook
recognize the increased earnings base and lower cost of operations
provided by the acquisition of Nordural, and the limited
completion and operating risk related to its planned expansion.
Finally, the current favorable aluminum pricing environment is
expected to continue for several quarters and generate greater
operating cash flow, which should reduce the amount of additional
debt required to finance the Icelandic smelter expansion. The
current London Metal Exchange aluminum price is approximately
75c/pound, well above the 68c/pound 10-year average price.  Given
the anticipated deficit of global aluminum supply expected over
the near-term, we expect that pricing will continue to be
favorable through at least 2005, when additional global capacity
is expected to come on line.

Factors that would improve the rating include a successful
completion of the Nordural expansion without an appreciable
increase in total debt above the pro forma $617 million,
maintenance of current operating rates and costs, and a
combination of off-take agreements and hedge positions that
continue to ensure a 4-6c/pound premium over London Metal Exchange
prices. Conversely, delays in the Nordural expansion combined with
cost increases and an extended period of aluminum prices below the
long-term historical average (~68c/pound) could result in a
lowering of the rating and/or outlook.

Although Moody's maintains a relatively stable outlook for the
aluminum industry at the present time, the longer term
fundamentals of the industry remain cyclical and subject to
fluctuating prices based on global supply and demand.  In this
marketplace, Century competes against larger, lower-cost
integrated aluminum producers with captive bauxite, alumina,
rolling and fabrication facilities.  Century, operating as the
holding company for its four primary aluminum production
facilities, three of which are located in the U.S., and its fourth
and newest facility in Iceland, has no downstream operations and,
therefore, is primarily focused on the maintenance of acceptable
margins between its alumina supply relationships and primary
aluminum sales.  Moody's notes that Century's physical and
financial aluminum hedges provide price protection through 2005,
which is somewhat shorter than in the past.

Moody's views Century's supply agreements for alumina and
electricity as major considerations in the rating, and these
agreements must be replaced or extended on similar terms in order
to maintain stable costs and production.  We note that various
affiliates of Glencore International AG, Century's largest
shareholder, supply approximately 53% (535,000 metric tonnes) of
Century's domestic alumina needs under long term contracts.
However, the contracts for 435,000 tonnes expire at the end of
2006.  The importance of stable alumina supply was recently
demonstrated when Century entered into an agreement to purchase a
50% interest in the Gramercy, Louisiana alumina refinery from
Kaiser Aluminum, following its bankruptcy filing.  Gramercy is the
sole supplier of alumina to Century's Hawesville smelter and a
relatively high-cost plant.  Upon closing the acquisition, the
Hawesville alumina contract will be revised from a contract based
on a percentage of London Metal Exchange pricing to a cost-based
contract, which increases the potential for reduced smelter
margins.  Similarly, Century's electrical power agreements are
generally long term, although the Ravenswood agreement expires at
the end of 2005.

Moody's believes the acquisition of Nordural, for approximately
$365 million, is fundamentally positive and in line with the
company's strategy to be a larger and more diversified upstream
aluminum producer.  Nordural is a new and relatively low cost
facility with a secure source of electrical power. The Nordural
smelter produces aluminum from alumina provided by third parties
and receives a tolling fee based on a percentage of the London
Metal Exchange price.  BHP Billiton (rated A2) has a tolling
contract for the current capacity, approximately 198 million
pounds of primary aluminum, through 2013. Glencore (rated Baa3)
and Century have a similar 10-year agreement for the additional
volume associated with the expansion, to 397 million pounds.  
These contracts should allow Nordural to operate profitably over
the course of the contracts.  The $330 million expansion,
scheduled for completion in mid-2006, will be financed with the
proceeds from a proposed $310 million secured term loan (unrated)
and cash from Nordural and Century.  The initial drawdown under
tranche A of the facility will be used to repay approximately $180
million of existing debt at Nordural.  We note the borrower under
the term loan will be Nordural hf and all borrowings will be non-
recourse to Century.

Although Century's total debt levels will increase following the
refinancing, we expect an improvement in interest coverage ratios,
reflecting the reduced interest expense as a result of the first
mortgage note redemption.  Nevertheless, leverage will remain
high. Pro-forma for recent financings and Nordural, Moody's
estimates that Century's $617 million of debt represents about 4
times LTM EBITDA (through June 30, 2004).  We expect that debt
will increase as Century draws down on the Nordural term loan
facility to complete the expansion.  Moody's expects peak
borrowings under the term loan facility will be in 2005, when
Century's total debt is expected to be around $700 million,
although this depends on aluminum prices over the next year.  We
note that the proposed term facility expires in December 2005,
although Century has the option to extend the maturity on an
annual basis until 2009. Following the refinancing, the only
secured debt Century will have will be the Nordural facility and
an $8 million IRB. Non-guarantor subsidiaries will have
$275 million of outstanding liabilities, including trade payables.

Century's liquidity is provided by its $100 million revolving
credit facility expiring in 2006, which it has seldom used in the
past.  Although the revolver has no financial covenants,
availability is limited by a $30 million reserve account and a
borrowing base based on eligible receivables and inventory.  
Considered in the rating is the likelihood that Century will
attempt to minimize drawings under the term facility and use pro
forma cash balances ($119 million at June 30) and free cash flow
from domestic subsidiaries to partly fund the Nordural expansion.

Headquartered in Monterey, California, Century Aluminum Company
has ownership interests in four aluminum production facilities
with an annual capacity of 1.4 billion pounds of primary aluminum.
Century had revenues of $883 million in 2003, pro forma for
Nordural.


CHASE MORTGAGE: Fitch Upgrades Two Low-B Rated Certificate Classes
------------------------------------------------------------------
Fitch Ratings has taken rating actions on the following Chase
Mortgage Finance Trust issue:

Series 2002-S8:

   -- Classes IA, IIA affirmed at 'AAA';
   -- Class M affirmed at 'AAA';
   -- Class B1 upgraded to 'AA+' from 'AA';
   -- Class B2 upgraded to 'A+' from 'A';
   -- Class B3 upgraded to 'BBB-' from 'BB-';
   -- Class B4 upgraded to 'BB' from 'B'.

The upgrades are being taken as a result of low delinquencies and
losses, as well as increased credit support.  The affirmations on
the above classes reflect credit enhancement consistent with
future loss expectations.


COVANTA: Fitch Affirms & Withdraws B Ratings on Solid Waste Bonds
-----------------------------------------------------------------
Fitch Ratings affirms and simultaneously withdraws the underlying
'B' ratings on the municipal solid waste project bonds associated
with Covanta Energy Corporation.  Fitch will no longer provide
underlying ratings or analytical coverage of these issuers:

   -- Bristol Resource Recovery Facility Operating Committee, CT
      solid waste revenue bonds (Ogden Martin Systems of Bristol,
      Inc. Project), 1995 series.

   -- Massachusetts Industrial Finance Agency and Massachusetts
      Development Finance Agency resource recovery revenue bonds
      (Ogden Haverhill Project).

   -- Suffolk County Industrial Development Agency, NY solid waste
      disposal facility revenue bonds (Ogden Martin Systems of
      Huntington Limited Partnership Recovery Facility), series
      1999 (insured: Ambac).

   -- Union County Utilities Authority, NJ solid waste landfill
      taxable revenue bonds, series 1998 (insured: Ambac).

   -- Union County Utilities Authority, NJ solid waste facility
      senior lease revenue bonds, series 1998 A & B (Ogden Martin
      Systems of Union, Inc. Lessee).

   -- Union County Utilities Authority, NJ solid waste facility
      senior lease revenue bonds (Ogden Martin Systems of Union,
      Inc. Lessee) series 1998A (insured: Ambac); and

   -- Union County Utilities Authority, NJ solid waste facilities
      subordinate lease revenue bonds, series 1998A (Ogden Martin
      Systems of Union, Inc. Lessee) (insured: Ambac).


CRDENTIA CORP: Details Strategic Expansion Plan for Amex Listing
----------------------------------------------------------------
Crdentia Corp. (OTC Bulletin Board: CRDE), a leading U.S. provider
of healthcare staffing services, reported its long-term strategic
expansion plan, including its acquisition strategy and competitive
differentiation in the medical staffing marketplace.  The
announcement corresponds to the Company's efforts to move its
common stock listing to the American Stock Exchange later this
year.

Crdentia's business model addresses the growing shortage of
qualified nurses nationwide through the development of a national
network providing temporary medical staffing services to
hospitals, clinics and for private, in home care. A healthcare
staffing consolidator, Crdentia targets privately held companies
that need alternative access to capital, improved distribution
networks and new products and services to address the industry's
shortage of qualified healthcare workers. The Company's
multidimensional approach to temporary staffing which includes per
diem staffing, travel nursing, international recruitment,
contractual and private duty healthcare, differentiates it from
other major providers that predominantly specialize in a single
area of staffing.

Founded in August 2002 by Chairman and Chief Executive Officer
James D. Durham, Crdentia successfully integrated four
acquisitions in 2003 and now staffs approximately 250 nurses
through five domestic offices and one office in the Philippines.
Crdentia already ranks among the 10 largest healthcare staffing
providers in the U.S. market.

"The vast $12 billion temporary medical staffing industry is
highly fragmented and prime for consolidation," said James D.
Durham, CEO and Chairman of Crdentia. "The ten largest healthcare
staffing firms account for less than 25% of projected industry
revenue while the remaining firms are primarily local and small
regional operations. These thousands of small existing medical
staffing agencies throughout the U.S. are restricted from
maximizing potential growth due to relatively small
capitalizations.

"Our objective is to consolidate many of the industry's premium
private companies into our larger public entity, thereby
increasing the number of qualified nurses and licensed
professional staff to serve our diversified client base. Our
multidimensional approach emphasizes product line multiplicity,
clearly differentiating Crdentia at both the local and national
level," Mr. Durham explained.

            Acquisition Strategy and Business Model

Crdentia's consolidation strategy to fund new growth and product
expansion for acquired companies capitalizes on immense market
opportunity within the medical staffing industry. With an
anticipated annual growth of 15% to 20%, the projected market size
for temporary medical staffing will be approximately $46 billion
by 2010 according to Health Resources and Services Administration
of the U.S. Department of Health and Human Services. Meanwhile,
there is a shrinking supply of qualified nurses and healthcare
workers. A recent study in The Journal of the American Medical
Association indicates that by 2020 the nation's registered
workforce will be nearly 20% below projected requirements.

Crdentia plans to grow its business by targeting acquisitions of
well-run agencies with established customer bases in strategic
markets nationwide. Crdentia's unique business model incorporates
a combination of per diem staffing, travel nursing and private
duty home care to capitalize on the operational and top line
synergies of the various staffing models while also broadening the
universe of potential acquisitions. After acquiring a base of
operations (per-diem registry or a specialized staffing firm) in a
given market, Crdentia augments local staff with the addition of
travel nurses and foreign recruits, and provides additional
services through its other divisions. This strategy is aimed at
building the Company's available supply of nurses and other
licensed personnel to service its diversified client base in its
target markets. Organic growth through acquisition is accelerated
through the deployment of additional products and services such as
private duty home care in an acquired operating market.

"Today's immense healthcare staffing market provides a vast
universe of potential acquisition targets for the right buyer,"
said Pamela Atherton, President of Crdentia. "We are just the
right size and have sufficient resources to facilitate successful
acquisitions and integrations that will create value for our
shareholders. Nearly all of the players in the healthcare staffing
arena are either too large for such transactions to be efficient
and materially beneficial, or too small in terms of the bandwidth
and capital required to effect an acquisition. Therefore,
competition from other industry consolidators is minimal."

Ms. Atherton noted that Crdentia's typical acquisition candidate
is characterized by the following primary criteria:

     *  Annual revenues of $5 to $10 million

     *  Geographic focus -- serving large, metropolitan markets
        with critical masses of temporary medical staff and
        affluent, aging populations with strong demand for
        healthcare services

     *  Single, specialized staffing service focus -- proven
        expertise in select staffing segments

     *  Strong market reputation and leadership -- stable, proven
        management

     *  Substantial contract base -- minimum of 50% of revenue
        from strong hospital client base

     *  Transaction immediately accretive

     Operational Objectives and Successful Track Record

Through its successful integration of four acquisitions in 2003,
Crdentia currently provides healthcare staffing in 27 states and
has contracts with approximately 350 healthcare facility clients.
Based primarily on favorable recent trends including an increasing
number of travel nurses under contract with Crdentia and an
increasing number of hospital contracts, the Company expects that
significant improvements in monthly cash flow will drive positive
cash flow from operations during the second half of 2004.

    Additional operational objectives for Crdentia include:

     *  Aggressive new business development -- Quarterly net
        increases in both healthcare facility and private duty
        contracts.

     *  Geographic expansion -- Service contracts in 40 states by
        year-end through ongoing acquisition strategy.

     *  High level of staff retention -- Quarterly net increases
        in qualified nurses and licensed medical staff on
        contract.

     *  Improving operating performance -- Leverage existing
        infrastructure over a greater asset base to enhance
        profitability.

"The compelling supply and demand dynamics in the healthcare
staffing marketplace strongly substantiate both our acquisition
strategy and our diversified services approach. Our healthcare
clients can achieve 'one-stop shopping' for qualified staffers,
and our employees, who we view as our ultimate customers, benefit
from a variety of temporary assignment options. From a competitive
standpoint, our unconventional business model not only exploits
the nation's shortage of skilled staff, but also drives increased
loyalty among our contracted nurses through flexibility of choice
and highly competitive benefits," Ms. Atherton concluded.

                       Liquidity Concerns  

In its Form 10-KSB for the fiscal year ended December 31, 2003,  
filed with the Securities and Exchange Commission, Crdentia Corp.  
reports:

"The audit report for the year ended December 31, 2002 contained  
an opinion that was qualified as to the Company's ability to  
sustain itself as a going concern without securing additional  
funding. During 2003 the Company was able to secure additional  
funding to fund its operations as it began executing its business
plan to acquire and grow companies involved in healthcare  
staffing. Although the Company ended 2003 with negative working  
capital of $1,220,865, the following are considered to be  
mitigating factors:  

     (i) in February 2004 the Company raised an additional $1
         million of Series A Convertible Preferred Stock, and  

    (ii) of the $910,000 convertible debt outstanding, the Company
         believes that the holders of a majority of this debt will
         convert to equity in 2004. The Company believes that
         these two factors, coupled with its cash on hand at
         December 31, 2003 and its anticipated cash flow from
         operations in 2004, will be sufficient to service its
         debt and fund its operations for the foreseeable future.

Crdentia posted a $2.2 million net loss in the quarter ending
March 31, 2004, eroding shareholder equity to $3.4 million -- a
26% drop from Dec. 31, 2003.  

                     About Crdentia Corp.

Crdentia Corp. is one of the nation's leading providers of
healthcare staffing services. Crdentia seeks to capitalize on an
opportunity that currently exists in the healthcare industry by
targeting the critical nursing shortage issue. There are many
small, private companies that are addressing the rapidly expanding
needs of the healthcare industry. Unfortunately, due to their
relatively small capitalization, they are unable to maximize their
potential, obtain outside capital or expand. By consolidating
well-run small private companies into a larger public entity,
Crdentia intends to facilitate access to capital, the acquisition
of technology, and expanded distribution that, in turn, drive
internal growth. For more information, visit
http://www.crdentia.com/


CRESCENT JEWELERS: Files Chapter 11 Petition in N.D. California
---------------------------------------------------------------
Crescent Jewelers, the largest retail jewelry chain in the state
of California, has filed a voluntary petition under Chapter 11 of
the U.S. Bankruptcy Code with the U.S. Bankruptcy Court in the
Northern District of California to reorganize the company and
restructure its debt as part of its ongoing turnaround effort.

The Company intends to continue to conduct business as usual.
Customers will continue to receive superior service without
interruption. As in all operating Chapter 11 cases, post-petition
obligations to vendors, employees and others will be honored and
satisfied in the normal course of business.

Crescent intends to use the Chapter 11 process to restructure the
indebtedness incurred over the prior five operating years and to
position the Company for continued growth and increased
profitability. Over the past six months, Crescent had made
significant operational improvements, working with turnaround
specialist Alvarez & Marsal. A&M personnel will continue to serve
as key officers of the Company during the Chapter 11 case.

Randy Poe, President and COO of Crescent said, "This filing is a
necessary step that will permit the Company to complete its
efforts to improve operations and profitability and to fix its
balance sheet. Our efforts have already resulted in improved sales
and cash flow, higher customer satisfaction and retention rates,
and improved associate productivity. We believe that when we
emerge from these proceedings, our new capital structure, combined
with the commitment of our management team and employees to
execute our strategy, will finally be able to unlock Crescent's
tremendous potential."

Mr. Poe continued, "This is an industry with remarkable growth
opportunities. At the same time, the debt burden incurred in the
past has seriously limited Crescent's ability to move forward to
capture increased market share. After careful consideration of the
various strategic alternatives available to the Company, we
determined that the decision to pursue restructuring of our debt
through Chapter 11 is a necessary solution, given current economic
conditions and the current state of equity and debt markets.
Restructuring our debt burden will provide the resources to
continue to rapidly improve market share and customer count and to
further enhance our product offering. It will also give us access
to the operating capital to complete all phases of the
turnaround."

                     Background on Chapter 11

Chapter 11 of the U.S. Bankruptcy Code allows a fundamentally
viable Company, like Crescent, to continue to operate its business
and manage its assets in the ordinary course of business. Congress
enacted Chapter 11 to avoid the negative effects of liquidation
proceedings and to enable a debtor business to preserve its going
concern value and its operations, as well as to provide its
employees with jobs and to satisfy creditor claims based upon the
value of the reorganized Company.

                     About Crescent Jewelers

Crescent Jewelers was founded in 1936 in Oakland, California. With
over 160 stores in six western states, Crescent is the largest
jewelry retailer on the West Coast. For more information, please
visit http://www.crescentonline.com/


CRESCENT JEWELERS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Crescent Jewelers
        aka J. Burton Jewelers
        315 11th Street
        Oakland, California 94607

Bankruptcy Case No.: 04-44416

Type of Business: The Debtor is a retail jewelry chain that
                  operates about 175 stores in Arizona,
                  California, Nevada, New Mexico, Oregon, Texas,
                  and Washington.

Chapter 11 Petition Date: August 11, 2004

Court: Northern District of California (Oakland)

Judge: Edward D. Jellen

Debtor's Counsel: Lee R. Bogdanoff, Esq.
                  Klee, Tuchin, Bogdanoff and Stern
                  Fox Plaza
                  2121 Avenue of the Stars 33rd Floor
                  Los Angeles, CA 90067
                  Tel: 310-407-4070


DB COMPANIES: Committee Brings-In Whiteford Taylor as Attorneys
---------------------------------------------------------------
The Official Unsecured Creditors Committee in DB Companies, Inc.'s
chapter 11 cases asks the U.S. Bankruptcy Court for the District
of Delaware for permission to hire Whiteford, Taylor & Preston LLP
as its attorneys.  

The Committee relates that it selected Whiteford Taylor because
the Firm has considerable experience in insolvency and bankruptcy
matters, including representation of creditors' committees in
Chapter 11 cases.

Specifically, Whiteford Taylor will:

   a. advise the Committee with respect to its powers and
      duties;

   b. prepare any necessary applications, orders, reports and
      other legal papers, and appearing on the Committee's
      behalf in proceedings instituted by or against the
      Debtors;

   c. assist the Committee in the investigation of the acts,
      liabilities and financial condition of the Debtors, the
      operation of the Debtors' businesses and the desirability
      and profitability of continuing such businesses, and any
      other matter relevant to these cases including the
      formulation of a plan of reorganization or a plan of
      liquidation;

   d. assist the Committee in evaluating the necessity of
      seeking the appointment of a trustee or examiner, and
      requesting such appointment, if deemed appropriate; and

   e. perform all of the legal services for the Committee which
      may be necessary or desirable in the interest of the
      Debtors' unsecured creditors.

Brent C. Strickland, Esq., will lead the team in this engagement.
Mr. Strickland reports that Whiteford Taylor professionals
currently bill:

            Position            Billing Rate
            --------            ------------
            Partners            $450 per hour
            Associates          $175 per hour
            Paralegals          $140 per hour

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


DELTA AIR: Moody's Junks Senior Unsecured Debt & Bonds Ratings
--------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured debt
ratings of Delta Air Lines, Inc., one notch and downgraded the
company's Speculative Grade Liquidity Rating to SGL-4 from SGL-3.
Other ratings remain unchanged.  The downgrade of the senior
unsecured ratings reflects continued deterioration in the
company's financial performance and expectations of increased loss
severity.  The downgrade of the Speculative Grade Liquidity Rating
to SGL-4 rating reflects deterioration in the company's liquidity
as evidenced by declining cash balances stemming from continued
cash losses, capital expenditures, debt maturities and pension
obligations, and limited access to external sources of cash.  The
Caa1 Senior Implied Rating remains unchanged and the ratings
outlook remains Negative.

Ratings affected by the action include:

Delta Air Lines, Inc.

   * Senior Unsecured Notes and Debentures to Ca from Caa3;

   * MTN program to Ca from Caa3;

   * Industrial Revenue Bonds to Ca from Caa3; and C from Ca
     respectively; and

   * Speculative Grade Liquidity Rating to SGL-4 from SGL-3.

Delta's ability to generate positive operating cash flow is highly
dependent on successful renegotiation of the company's labor
agreement with its pilots.  A rapid resolution of these
negotiations is not expected in the near future.  Moody's last
rating action on June 23, 2004, incorporated the assumption that
Delta would achieve positive operating cash flow during each of
its seasonally strong second and third quarters.  However, high
fuel costs and intense competitive pressure on yields resulted in
a disappointing $57 million of operating cash flow for the second
quarter.  Moody's anticipates that these conditions will also
result in weak operating cash flow in the third quarter.  The
current ratings actions reflect second quarter cash flow
performance together with Moody's expectation that a meaningful
recovery in cash flow will not occur before 2005.

The SGL-4 rating reflects the airline's rapidly deteriorating cash
position, difficulties in achieving cost savings necessary to
achieve profitability, and expectation of cash consumption at
rates seen in the first half of the year.  The SGL-4 rating also
reflects the lack of significant external sources of capital to
replenish liquidity as well as large cash obligations that the
company faces in 2005.  These obligations include approximately
$1.2 billion of debt maturities and cash pension funding
obligations that are anticipated to be greater than the $460
million of funding in 2004.

In the company's first quarter 2004 SEC Form 10-Q, Delta indicated
that it expected to meet its obligations as they come due but
further indicated that the company did not expect to be able to
complete any significant new financing transactions for the
foreseeable future.  In more recent filings, the company
strengthened its warning and indicated that if it cannot make
substantial progress in the near-term toward achieving a
competitive cost structure sufficient to permit sustained
profitability and access to capital markets on acceptable terms,
the company would need to seek to restructure under Chapter 11 of
the U.S. Bankruptcy Code.

Delta currently has limited immediately available sources of cash
beyond that on its balance sheet.  Unencumbered cash and short-
term investments were $1,966 million as of June 30, 2004.  This
represents a $200 million decline from March 30th and occurred
during the company's traditionally strong second calendar quarter.
Unencumbered cash and short-term investments have declined $700
million from December 31, 2003.  The primary factors in the
decline have been cash losses, pension contributions and debt
maturities. Cash flow from operations for the first six months of
the year was reported as a negative $224 million.

Although aircraft related capital spending is supported by
financial commitments, non-aircraft capital spending is not
supported by financial commitments and is estimated at $300
million for the second-half of 2004.  Pension funding for the
remainder of 2004 is expected to be approximately $50 million and
for 2005 is expected to be substantially greater than the $460
million cash contributions made in 2004.  Debt maturities ($226
million for the remainder of 2004) increase sharply in 2005 to
$1.2 billion.

Delta currently has limited immediately available sources of cash.
The company has indicated that financing is not available to it on
acceptable terms.  Modest levels of Section 1110 eligible aircraft
remain unencumbered as do a somewhat larger base of older models.
Although these assets could provide some support for borrowings,
their questionable value in a liquidation would constrain their
monetizable value.  The company's 100% ownership in its regional
jet subsidiaries, Comair and ASA, could potentially be monetized
given sufficient lead time but the value of these companies whose
sole customer is Delta, is questionable.

Cash flow from operations is expected to continue to be extremely
weak until the company's costs can be meaningfully reduced.  The
primary source of the company's poor financial performance is the
combination of constrained revenues as a result of intense
competition in the majority of its domestic US markets and the
highest cost structure of any US passenger airline.  Moody's does
not anticipate a near term change in the competitive environment
as low cost carriers continue to use their cost advantage to keep
fares low in an attempt to gain market share from Delta and
others.  Efforts at Delta to implement cost reductions have been
under way for some time.  The company reports savings over the
last eighteen months of $1.8 billion.  However, these savings have
been significantly offset by the increased cost of jet fuel.
Delta's fuel consumption is currently unhedged.

Cost reductions are currently focused on the renegotiation of the
company's generous contract with its pilots and attempts to gain
concessions from lessors and suppliers.  A request for a reduction
of $1 billion in wages and benefits has been made to the pilots'
union.  The union has proposed a plan that is intended to generate
$705 million in cost savings. Negotiations are continuing.

The success of the company's cost reduction efforts and even the
future direction of the company remain uncertain.  The outcome of
negotiations with the pilots' union is difficult to predict and
Delta's management has stated that $1 billion in requested pilot
labor cost concessions is not sufficient, by itself, to achieve
financial stability.  Management has indicated that additional
cost savings from all key stakeholders will be necessary.  Such
savings will include requests for amendments of the terms of
certain debt and lease obligations.

Uncertainty also surrounds the company's long-term business model.
The company has initiated a strategic review that is expected to
be completed this month.  The financial and cash flow implications
of this review are as yet unknown.

Delta Air Lines, Inc., is headquartered in Atlanta, Georgia.


DEVLIEG BULLARD: US Trustee Names 5-Member Creditors' Committee
---------------------------------------------------------------
The United States Trustee for Region 3 appointed five creditors to
serve on an Official Committee of Unsecured Creditors in DeVlieg
Bullard II, Inc.'s Chapter 11 case:

      1. Lancam, Inc.
         Attn: Larry A. Myers
         5406 Forrest Hills Ct.
         Lovers Park, Illinois 61111
         Phone: 815-633-5145, Fax: 815-633-4009;

      2. Reorganized DeVlieg-Bullard, Inc.
         Attn: G. Christopher Meyer, Esq.
         Squire, Sanders & Dempsey
         127 Public Square, Suite H4900
         Cleveland, Ohio 44114
         Phone: 216-479-8500, Fax: 216-479-8776;

      3. Corporate Property Associates 6
         Attn: Nels B. Merrill, Assistant Treasurer
         50 Rockefeller Plaza, 2nd Floor
         New York, New York 10020
         Phone: 212-492-8984, Fax: 212-492-8922;

      4. Oakleaf II Company
         Attn: Katherine Geis
         10020 Aurora Hudson Road
         Streetsboro, Ohio 44241
         Phone: 330-528-3500, Fax: 330-528-0008; and

      5. Ka-Wood Gear & Machine Co.
         Attn: Donald L. Carlson
         32500 Industrial Drive
         Madison Heights, Michigan 48071
         Phone: 248-585-8870, Fax: 248-585-3011.

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense. They may investigate the Debtors' business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent. Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest. If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee. If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Headquartered in Machesney Park, Illinois, Devlieg Bullard --
http://www.devliegbullard.com/-- provides a comprehensive
portfolio of proprietary machine tools, aftermarket replacement
parts, field service and premium workholding products.  The Debtor
filed for Chapter 11 protection on July 21, 2004 (Bankr. Del. Case
No. 04-12097).  James E. Huggett, Esq., at Flaster Greenberg,
represents the Company in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed both
estimated debts and assets of more than $10 million.


DILLARD'S: Fitch Affirms BB Notes & B- Capital Securities Ratings
-----------------------------------------------------------------
Fitch Ratings has affirmed a 'BB-' rating of the senior unsecured
notes of Dillard's, Inc. and its 'B-' rating of the company's
capital securities.  The affirmations follow Dillard's
announcement that it has agreed to sell its credit business to GE
Consumer Finance for approximately $1.25 billion, including the
assumption of $400 million of securitization liabilities.
Dillard's had $2.2 billion of debt and hybrid securities
outstanding as of May 1, 2004.  The Rating Outlook is Negative.

The affirmations reflect the improvement to Dillard's balance
sheet that will result from this transaction, offset by
uncertainty as to the use of proceeds and the company's ongoing
operating weakness.  The ratings also consider Dillard's broad
market presence in growing regions of the country and a
significant real estate ownership position.  The Negative Rating
Outlook reflects Fitch's expectation that soft operating results
could persist over the near to medium term.

The transaction will result in improved liquidity for the company
and should lead to lower financial leverage.  Dillard's has
indicated that the net pretax proceeds from the transaction of
approximately $850 million will be used for a combination of debt
reduction, share repurchases, and general corporate purposes.
Dillard's has not disclosed the proportion of the proceeds to be
used for debt reduction, though it has already repaid $332 million
of hybrid preferred securities and $163 million of maturing senior
notes year-to-date in 2004.  This debt repayment, together with
the assumption by GE of the securitization liabilities, would
strengthen adjusted debt/EBITDAR to a range of 3.5 times (x)-4.0x
at the end of 2004, from 5.3x at year-end 2003.

Nonetheless, Dillard's continues to post weak operating results,
with its comparable store sales down 1% in the six months ended
July 2004, and its operating margin declining to 3.6% in the 12
months ended May 1, 2004 from 4.7% in 2002.  Weak operations
reflect a less developed private brand effort and a less
aggressive promotional posture relative to other department store
chains. Looking ahead, softer economic growth in the second
quarter of 2004 and higher oil prices create some uncertainty as
to the strength of the retail environment in the second half of
the year.


DILLARD'S INC.: Moody's Affirms Low B-Ratings With Stable Outlook
-----------------------------------------------------------------
Moody's Investors Service affirmed Dillard's, Inc., long term debt
ratings with a stable outlook following the announcement that
Dillard's has entered into a definitive agreement to sell its
private label credit card business to a subsidiary of GE for
approximately $1.25 billion, including the assumption of $400
million of securitized debt.

The affirmation reflects Moody's opinion that, although the sale
is an overall positive, Dillard's still faces significant
challenges in turning around its department store franchise,
including the reversal of negative comparable store sales growth
and improvement in its weak operating margin.  The transaction
will provide the company with significant additional liquidity
with cash proceeds of approximately $850 million, remove some of
Dillard's nearer term debt maturities, eliminate certain OCC
requirements, and allow Dillard's to focus on its core retail
business.  In addition, it is expected that this transaction will
be accretive to earnings.  The affirmation also assumes that
Dillard's will use the proceeds in a prudent and disciplined
manner and that any return of value to shareholders will be
balanced.

Dillard's ratings reflect its weak operating performance as
evidenced by its negative comparable store sales and low operating
margins, concerns about the value of the company's franchise over
the longer term, and uncertainty over whether Dillard's
performance will recover to levels that will be consistent with
its peers.  The ratings are supported by the company's good
liquidity and the value of the company's unencumbered tangible
assets.  Dillard's owns approximately 80% of its 329 department
stores, which are largely unencumbered.  The value of this real
estate portfolio provides strong asset coverage for the debt
holders and additional financial flexibility for the company.

The stable outlook reflects the ample cushion provided by the
current leverage metrics for the rating category, as well as the
expectation that Dillard's will be able to fund working capital
and capital expenditures from cash from operations.  It also
reflects the expectation that Dillard's will use the proceeds
generated from credit card sale in a disciplined approach that
will balance any return to shareholders with debt holders'
interests. An upgrade would require Dillard's to demonstrate an
improvement in its operating performance by achieving and
sustaining operating margins above 4%, as well as consistently
generating a modest same store sales increase.  Ratings could move
downward should Dillard's liquidity deteriorate or if there were
erosion in the level of unencumbered assets.

The following ratings are affirmed:

   Dillard's, Inc.

      * Senior implied of B1;

      * Issuer rating of B2;

      * Senior unsecured debt ratings of B2;

      * Subordinated debt ratings of B3;

      * Shelf ratings for Dillard's debt and preferred stock of
        (P) B2, (P) B3, (P) Caa1;

   Dillard's Capital Trust I

      * Subordinated debt at B3;

   Dillard's Capital Trust II, III, IV

      * Shelf ratings of (P)B2, (P)B3 and (P)Caa1 for senior
        unsecured debt, subordinated debt and preferred stock,
        respectively.

Dillard's, Inc., headquartered in Little Rock, Arkansas, operates
approximately 329 department stores in 29 U.S. states.  Total
revenue was approximately $7.9 billion for the fiscal year ended
January 31, 2004.


DJT PROPERTIES: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: DJT Properties LLC
        dba Clearwater Creek Convenience Center
        51 Southwood Drive
        Vadnais Heights, Minnesota 55127-4123
       
Bankruptcy Case No.: 04-34649

Type of Business: The Debtor operates a gas station, convenience
                  store and car wash.

Chapter 11 Petition Date: August 9, 2004

Court: District of Minnesota (St. Paul)

Judge: Gregory F. Kishel

Debtor's Counsel: Michael Mcgrath, Esq.
                  Ravich, Meyer, Kirkman, McGrath & Nauman, PA
                  4545 IDS Center
                  80 South Eighth Street
                  Minneapolis, Minnesota 55402
                  Telephone (612) 332-8511

Total Assets: $2,040,210

Total Debts: $2,316,771

Debtor's 18 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Cherokee State Bank           Loan                      $122,581

Kroona, David                 Loan                       $52,260

Amcon Distributing Company    Goods & Services           $14,408

Main Street Bank              CREDIT LINE                 $9,200

Coremark Minneapolis          Goods & Services            $5,513

North Suburban Inc            Goods & Services            $2,000

Ecolab Vehicle Care           Goods & Services            $1,306
Division

American Bottling             Goods & Services            $1,054

King Distributors             Goods & Services              $731

Anytime Ice Company           Goods & Services              $500

Cintas                        Goods & Services              $476

Trader Publishing             Goods & Services              $368

Filter Fresh                  Goods & Services              $320

Seaver Companies              Goods & Services              $312

Twin City Greetings Inc       Goods & Services              $229

Charles Levy Circulating      Goods & Services              $186

Danish Pastry Shop            Goods & Services              $173

M & D Distributing Inc        Goods & Services              $173


DYKESWILL: Told to File Plan & Disclosure Statement by Nov. 23
--------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
Texas ordered Dykeswill, Ltd., to file its Chapter 11
Reorganization Plan and a Disclosure Statement explaining that
plan by November 23, 2004.

A status hearing is scheduled for 9:00 a.m. on December 6, 2004 on
the 2nd Floor of the United States Bankruptcy Court at 1133
Shoreline Boulevard in Corpus Christi, Texas.  At the Hearing, the
Court says, it intends to provide further orders to effectuate a
plan of reorganization.

Headquartered in Corpus Christi, Texas, Dykeswill Ltd., filed for  
Chapter 11 protection on July 26, 2004 (Bankr. S.D. Tex. Case No.  
04-20974).  Harlin C. Womble, Jr., Esq., at Jordan, Hyden Womble
and Culbreth, P.C., represents the Debtor in its restructuring
efforts.  When the company filed for protection from its  
creditors, it listed over $10 million in assets and debts of more  
than $1 million.


EL PASO: Provides Update on Restatement & Gets New Bank Extension
-----------------------------------------------------------------
El Paso Corporation (NYSE: EP) expects to file its 2003 Form 10-K
and the Form 10-Ks of its subsidiaries El Paso Production Holding
Company and El Paso CGP Company before the end of the third
quarter of 2004.

The company also received additional waivers on its $3-billion
revolving credit facility and certain other financings. These
waivers provide El Paso with an extension until September 30, 2004
to file its 2003 Form 10-K and until November 30, 2004 to file its
first and second quarter 2004 Form 10-Qs.

                        Restatement Update

On May 3, 2004, El Paso reported that an independent investigation
initiated by the Audit Committee of the board of directors
determined that the downward revision to its natural gas and oil
reserves that had been announced on February 17, 2004 would
require a restatement of the financial statements for El Paso
Corporation and its subsidiaries El Paso Production Holding
Company and El Paso CGP Company for the periods from 1999 through
2003. Since that time, El Paso has been working with its
independent auditor and its independent reserve engineer regarding
the restatement of its financial statements. This process, which
is essentially complete, will be further discussed in the
company's upcoming conference call and detailed in the company's
Form 10-K filing.

The restatement procedures have included a comprehensive review of
the company's accounting during the periods from 1999 through 2003
by both the company and its independent auditor. As part of this
internal process and an ongoing investigation of wash trade
transactions by the U.S. Attorney's office, the company and its
auditor have examined the accounting for natural gas hedges which
involved offsetting transactions in the company's merchant energy
segment. The company believes that the basis for concluding that
those transactions qualified under hedge accounting guidelines is
no longer applicable and its financial statements will likely need
to be further restated.

The elimination of hedge accounting for these transactions is
expected to result in the following:

   -- Increases and decreases in the company's quarterly earnings
      within the merchant energy and production segments from 1999
      through 2003 due to the elimination of the hedges;

   -- Incremental ceiling test charges, primarily during a period
      of very low natural gas prices in 2001, as a result of the
      elimination of the hedges from the ceiling test calculation;

   -- A lower DD&A rate for the company's production business for
      certain prior periods and for future periods because of the
      additional ceiling test charges in prior periods;

   -- The impact of the restatement to segment earnings on
      stockholder's equity should largely be offset by changes in
      other comprehensive income; however, stockholder's equity
      will be reduced by the after-tax impact of ceiling test
      charges, net of lower DD&A;
   
   -- Natural gas sales for prior and future periods will be
      reported at market prices and not impacted by any restated
      hedges; and

   -- No change in cash flow.

The company expects any required financial restatement from the
production hedge transactions would be included in the 1999 to
2003 financial statements that are currently being restated to
reflect the reserve revision. The new bank waivers were structured
to address any likely restatement impact of this issue. The
company does not expect this restatement for hedge accounting to
impact El Paso Production Holding Company or El Paso CGP Company.

As announced earlier, investors should not rely on previously
filed reports for El Paso Corporation and the subsidiaries named
above.

      Amendments to $3.0-Billion Revolving Credit Facility

In connection with the waivers referred to above, El Paso amended
its $3.0-billion revolving credit facility to:

   (i) limit the company's ability and that of its consolidated
       subsidiaries to repay indebtedness that is not scheduled to
       occur before June 30, 2005 (the maturity date under such
       revolving credit facility) and

  (ii) modify one of the events of default under the credit
       facility. Copies of the full amendment will be filed today
       by Form 8-K.

                        Webcast Scheduled

El Paso will host a webcast at 10:00 a.m. Eastern Daylight Time on
Monday, August 23, 2004, to further discuss the impact of the
restatement and to provide a financial and operational update on
the company.

The webcast may be accessed online through the company's Web site
at http://www.elpaso.com/in the Investors section. The  
presentation slides will also be available for downloading at the
same location 45 minutes before the webcast begins. A limited
number of telephone lines will also be available to participants
by dialing (973) 935-8507 ten minutes prior to the start of the
webcast. The company requests that those who do not intend to ask
questions use the webcast option.

A replay of the webcast will be available online through El Paso's
Web site in the Investors section. A telephone audio replay will
be also available through August 30, 2004, by dialing (973) 341-
3080 (access code 5043240). If you have any questions regarding
this procedure, please contact Margie Fox at (713) 420-2903.

                        About the Company

El Paso Corporation provides natural gas and related energy
products in a safe, efficient, dependable manner. The company owns
North America's largest natural gas pipeline system and one of
North America's largest independent natural gas producers. For
more information, visit http://www.elpaso.com/

El Paso's latest balance sheet shows $43 billion in assets and $35
billion in liabilities.  In the past four quarters, El Paso's
reported losses topping $3 billion.  


ELANTIC TELECOM: Hires Tavenner & Beran as Bankruptcy Counsel
-------------------------------------------------------------
Elantic Telecom, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of Virginia, Richmond Division, for permission to
employ Tavenner & Beran, PLC as its bankruptcy counsel.

Tavenner & Beran is expected to:

    a) give the Debtor advice of its rights, powers and duties
       as Debtor and Debtor-in-Possession continuing to operate
       and manage its business and property under this chapter
       11 case;

    b) prepare on behalf of the Debtor all necessary and
       appropriate applications, motions, draft orders, other
       pleadings, notices, schedules and other documents, and
       review all financial and other reports to be filed;

    c) give the Debtor advice and prepare responses to,
       applications, motions, other pleadings, notices and other
       papers that may be filed and served;

    d) give the Debtor advice and assistance in the negotiation
       and documentation of, financing agreements, debt and cash
       collateral orders and related transactions;

    e) review the nature and validity of any liens asserted
       against the Debtor's property and advise the Debtor
       concerning the enforceability of such liens;

    f) give the Debtor advice regarding its ability to initiate
       actions to collect and recover property for the benefit
       of the estate;

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

    h) give the Debtor advice and assistance in connection with
       any potential property dispositions;

    i) give the Debtor advice concerning executory contracts and
       unexpired lease assumptions, assignments and rejections
       and lease restructurings and recharacterizations;

    j) assist the Debtor in reviewing, estimating and resolving
       claims asserted against the Debtor's estate;

    k) commence and conduct any and all litigation necessary or
       appropriate to assert rights held by the Debtor, protect
       assets of the Debtor's Chapter 11 estate or otherwise
       further the goal of completing the Debtor's successful
       reorganization;

    l) provide general corporate, litigation and other non-
       bankruptcy services for the Debtor as requested by the
       Debtor; and

    m) perform all other necessary or appropriate legal services
       in connection with this case for or on behalf of the
       Debtor.

The professionals currently expected to have primary
responsibility for providing services to the Debtor and their
current hourly rates are:

      Professional           Position     Billing Rate
      ------------           --------     ------------
      Lynn L. Tavenner       Partner      $250 per hour
      Paula S. Beran         Partner      $240 per hour
      Shannon D. Franklin    Associate    $160 per hour
      Debra K. Weekley       Paralegal    $95 per hour

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

Headquartered in Richmond, Virginia, Elantic Telecom, Inc. --
http://www.elantictelecom.com/-- provides wholesale fiber  
bandwidth and carrier services to long-distance, international
wireless carriers and competitive local exchange carriers across
its fiber optic network.  The Company filed for chapter 11
protection (Bankr. E.D. Va. Case No. 04-36897) on July 19, 2004.
When the Debtor filed for protection from its creditors, it listed
$19,844,000 in assets and $24,372,000 in liabilities.


ELANTIC TELECOM: Look for Bankruptcy Schedules Next Week
--------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia,
gave Elantic Telecom, Inc., more time to file its schedules of
assets and liabilities, statements of financial affairs and lists
of executory contracts and unexpired leases required under 11
U.S.C. Sec. 521(1).  The Debtor has until August 18, 2004, to
prepare and deliver these financial disclosure documents.

Headquartered in Richmond, Virginia, Elantic Telecom, Inc. --
http://www.elantictelecom.com/-- provides wholesale fiber  
bandwidth and carrier services to long-distance, international
wireless carriers and competitive local exchange carriers across
its fiber optic network.  The Company filed for chapter 11
protection (Bankr. E.D. Va. Case No. 04-36897) on July 19, 2004.
Lynn L. Tavenner, Esq., and Paula S. Beran, Esq., at Tavenner &
Beran, PLC, represent the Company in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
$19,844,000 in assets and $24,372,000 in liabilities.


EMPI CORP: S&P Gives B+ Corporate Credit & Senior Secured Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating and its 'B+' senior secured rating on St. Paul,
Minnesota-based orthopedic rehabilitation products manufacturer
Empi Corporation on CreditWatch with negative implications.  The
action reflects Standard & Poor's belief that after the proposed
acquisition of Empi Corporation by Encore Medical, Inc., the new
entity will have significantly increased its debt relative to its
EBITDA.  Currently, Empi's total lease-adjusted debt to EBITDA
ratio is under 4x; Standard & Poor's estimates that the new firm
will have a total lease-adjusted debt to EBITDA ratio in the mid-
5x area.

Empi is a leading provider of non-operative medical devices and
accessories for pain management, orthopedic rehabilitation, and
physical therapy.  The company has leading positions in both
transcutaneous electric nerve stimulation used for pain relief and
iontophoretic drug delivery (made through the skin).  Empi also
manufactures spring-loaded orthotic braces, used to restore range
of motion to injured ligaments and tendons, and distributes
physical therapy equipment through its rehab medical equipment
catalog.  Empi derives a measure of revenue predictability from
its relationships with physicians and physical therapists and also
enjoys a reputation for quality and a recurring consumable revenue
stream.  Encore also manufactures medical devices and related
products for the orthopedic industry.

Under the terms of the agreement, Encore will purchase Empi for
approximately $360 million, paying about $325 million in cash and
financing the balance with eight million shares of its own common
stock.

As part of the transaction, all of Empi's outstanding debt will be
refinanced.  The new company should have approximately $57 million
of annual EBITDA.

"If the transaction is completed as proposed, Standard & Poor's
will withdraw its ratings and outlook on Empi and its debt," said
Standard & Poor's credit analyst Jesse Juliano. Standard & Poor's
will resolve the CreditWatch listing after confirming the business
and financial positions of the combined companies.


ENDEAVOUR GOLD: Now Known as Endeavour Silver to Reflect Biz Focus
------------------------------------------------------------------
Endeavour Gold Corporation (EDR:TSX-V) reports that a name change
to Endeavour Silver Corporation was approved at the Annual and
Extraordinary Shareholder Meetings held August 5, 2004.  The name
change will become effective upon approval by the regulatory
authorities.  The trading symbol, EDR, is expected to remain the
same.

The change of name to Endeavour Silver Corporation more accurately
reflects the Company's strategic focus on silver, and the recent
acquisition of the operating Santa Cruz silver mine and Guanacevi
mill in Durango, Mexico.  Endeavour holds an option to acquire a
100% interest in the Santa Cruz mine and Guanacevi mill by paying
US $7 million over a 4-year period.  Endeavour can earn an initial
51% interest by January 2005 by paying US $3 million
(US $1 million already paid) and spending US $1 million on mine
exploration.

Endeavour's Board of Directors has also approved a strategic
program of purchasing dore silver bars produced by the Guanacevi
process plant, effective immediately.  Management is of the
opinion that accumulating silver inventory at this time should
generate additional returns to shareholders for the following
reasons:

   1) Silver entered into a new secular bull market last year due
      to declining inventories, increasing financial demand and
      the depreciation of the US dollar.  Although the silver
      price experienced an abrupt correction this year, the long-
      term trend is up and Endeavour wishes to take advantage of
      this buying opportunity;

   2) Since Endeavour does not participate in the operations and
      cashflows of the mine and plant until January 2005,
      acquiring some of the dore silver bars produced each month
      gives Endeavour immediate exposure to the silver market.

   3) Because the Company is purchasing dore silver bars produced
      by the mine and plant, there are no handling fees, the cost
      of warehousing is minor, and the bars can be readily sold
      locally for refining.

   4) Endeavour currently earns only 2 to 3% annual interest on
      its CA $7.5 million cash holdings, so investing some cash in
      silver should enhance the Company's return on cash.

Endeavour Gold Corp. (EDR: TSX-V) is a small-cap exploration and
mining company focused on aggressively expanding its portfolio of
high grade silver-gold properties, reserves and production in
Mexico.  Canarc Resource Corp. holds a minority shareholding in
the company and helps manage the affairs of Endeavour.

The Company's financial statements for the fiscal year ending
February 29, 2004, and the fiscal quarter ending May 31, 2004
indicate they were prepared on a going concern basis, which
assumes the realization of assets and liquidation of liabilities
in the normal course of business.  KPMG LLP observes that Company
has incurred significant operating losses and currently has no
significant source of revenue.  The Company has financed its
activities principally by the sale of equity securities.  The
Company's ability to continue as a going concern is dependent on
continued financial support from its shareholders and other
related parties, the ability of the Company to raise equity
financing, and the attainment of profitable operations to fund its
operations.  Failure to continue as a going concern, KPMG
cautions, would require that the Company's assets and liabilities
be restated on a liquidation basis, which would differ
significantly from the going concern basis.


ENDEAVOUR GOLD: Reappoints Directors and Appoints 3 Key Officers
----------------------------------------------------------------
Endeavour Gold Corporation's shareholders approved all of the
resolutions brought forward at the Annual and Extraordinary
Shareholder Meetings held August 5, 2004.  Specifically, the Board
of Directors including Bradford Cooke, Godfrey Walton, Leonard
Harris and Mario Szotlender was re-elected; the annual financial
statements, amendments to the Company Articles, increase to
unlimited share capital, and employee stock option plan were
approved; and KPMG was re-appointed as auditor.

The directors re-appointed:

   * Bradford Cooke as President;

   * Godfrey Walton as Vice President;

   * Stewart Lockwood as Secretary; and

   * made three key appointments to the management team.

Mr. Philip Yee, M.B.A., C.P.A., C.M.C., was appointed Controller
and Finance Manager. Philip has 16 years experience in all aspects
of accounting, regulatory and management functions for both
private and public companies, including 6 years in the mining
industry.  Mr. Yee previously held accounting and controller
positions with Augusta Group, Can-Chi Group and other companies.

Mr. James Moors, B.Sc., P.Geo., was appointed Exploration Manager.
James also works for Canarc Resource Corp., having acted as
Project Geologist on the New Polaris property in the early 1990's,
before leaving to work with Homestake Minerals and the BC-Yukon
Chamber of Mines. Mr. Moors has over 16 years experience in the
mining industry, specializing in exploration for gold and silver
deposits.

Mr. Miguel A. Ordaz R., Ing., was appointed Projects Director, and
legal representative of Endeavour's subsidiary company in Mexico.
Miguel has 30 years experience in mineral exploration and mine
management in Mexico, including 4 years as Director of COFEMI, a
Mexican government organization, facilitating mining activities in
the Guanacevi district, Durango.  Mr. Ordaz was instrumental this
year in introducing Endeavour to the Santa Cruz mine/Guanacevi
plant acquisition.

Endeavour Gold Corp. (EDR: TSX-V) is a small-cap exploration and
mining company focused on aggressively expanding its portfolio of
high grade silver-gold properties, reserves and production in
Mexico.  Canarc Resource Corp. holds a minority shareholding in
the company and helps manage the affairs of Endeavour.

The Company's financial statements for the fiscal year ending
February 29, 2004, and the fiscal quarter ending May 31, 2004
indicate they were prepared on a going concern basis, which
assumes the realization of assets and liquidation of liabilities
in the normal course of business.  KPMG LLP observes that Company
has incurred significant operating losses and currently has no
significant source of revenue.  The Company has financed its
activities principally by the sale of equity securities.  The
Company's ability to continue as a going concern is dependent on
continued financial support from its shareholders and other
related parties, the ability of the Company to raise equity
financing, and the attainment of profitable operations to fund its
operations.  Failure to continue as a going concern, KPMG
cautions, would require that the Company's assets and liabilities
be restated on a liquidation basis, which would differ
significantly from the going concern basis.


ENRON CORP: Wants Court to Avoid $24.6 Million Transfers
--------------------------------------------------------
On or within 90 days before the Petition Date, Enron and its
debtor-affiliates made, or caused to be made, transfers to 33
creditors:

     Creditor                                          Amount
     --------                                          ------
     Anderson Water Systems Ltd.                     $477,344
     Ansaldo Coemsa Sa                                318,810
     Anthony Thompson                                  20,000
     Connelly AbbottDunn & Monroe Archi                26,125
     Consolidated Electrical                           50,525
     Constantin Walsh-Lowe, LLC                       147,522
     Contech Technical Services Co.                   106,687
     Control Air Conditioning Srvc Corporation         30,126
     Control Building Services, Inc.                1,171,599
     Gartner & Associates                             107,442
     Gattman Construction                              54,311
     GEA Integrated Cooling Tech                       29,746
     Gensler                                          259,557
     Geological Services Corporation                   32,056
     G.R.G. Vanderweil Eng., Inc.                      44,855
     Lynn Mechanical, Inc.                             25,720
     M & I Electric Industries, Inc.                   58,819
     Magnolia Steel                                    29,729
     Maritime Health Services                          20,800
     Matrix Service Mid-Continent, Inc.                75,773
     Mattsco                                           99,318
     McCoy, Inc.                                      129,942
     Mchale & Associates, Inc.                        113,770
     MCSI                                           1,130,999
     Memphis Fence Co., Inc.                           25,801
     Methuen Construction Co., Inc.                   254,195
     Metropolitan Transit Authority                   256,187
     Mid South Fire Protection, Inc.                   57,879
     Mid-Atlantic Mechanical                          100,800
     MMC Materials, Inc.                               76,510
     MMR Group, Inc.                                  284,353
     Morgan Stanley                                19,020,670
     Participant Properties Limited                    37,000
                                                -------------
         TOTAL                                    $24,674,970
                                                =============

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

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

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

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

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

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

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

        -- the Transfers had not been made; and

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

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

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

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

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

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

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

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

Accordingly, the Debtors ask the Court to:

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

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

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

   (iv) award them attorney's fees, costs and other expenses
        incurred.

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)


EXIDE TECHNOLOGIES: Releasing First Fiscal Quarter Results Today
-------------------------------------------------------------
Exide Technologies (NASDAQ:XIDE), a global leader in stored
electrical energy solutions, said it will release financial
results for the first fiscal quarter 2005 ended June 30, 2004,
before the market opens today, August 12, 2004.

Craig H. Muhlhauser, Exide's President and Chief Executive
Officer, and other Company executives will host a conference
call for members of the investment community to discuss the
Company's financial results and general business operations at
2:00 PM Eastern Time on Thursday, August 12, 2004. The
conference call will include a brief question-and-answer
session with senior management.

         Domestic Dial-In Number: 800-231-5571
         International Dial-In Number: 973-582-2703

For individuals unable to participate in the conference call, a
telephone replay will be available from 5:00 PM on August 12,
2004 until midnight on August 20, 2004 at:

         Domestic Replay Number: 877-519-4471
         International Replay Number: 973-341-3080
         Passcode: 5024212

An audio webcast of the conference call can also be accessed
via http://www.exide.com/and will be available for one week.  
RealPlayer or Windows Media Player will be required in order to
access the webcast.

Headquartered in Princeton, New Jersey, Exide Technologies is the  
world-wide leading manufacturer and distributor of lead acid  
batteries and other related electrical energy storage products.   
The Company filed for chapter 11 protection on April 14, 2002  
(Bankr. Del. Case No. 02-11125) and emerged from chapter 11 under
a confirmed plan on May 5, 2004.  Matthew N. Kleiman, Esq., and  
Kirk A. Kennedy, Esq., at Kirkland & Ellis, represent the Debtors  
in their restructuring efforts.  Shares in Reorganized Exide have
tumbled nearly 30% in the past 60 days.  


FIRST HORIZON: Credit Enhancement Prompts Fitch Rating Upgrade
--------------------------------------------------------------
Fitch Ratings has upgraded five classes and affirmed one class
from First Horizon Home Loan Corporation's mortgage pass-through
certificates, series 2003-1.  

     First Horizon Mortgage Home Loan Corporation,
     mortgage pass-through certificates, series 2003-1

        -- Class A affirmed at 'AAA';
        -- Class B-1 upgraded to 'AAA' from 'AA';
        -- Class B-2 upgraded to 'AA' from 'A';
        -- Class B-3 upgraded to 'A' from 'BBB';
        -- Class B-4 upgraded to 'BBB' from 'BB';
        -- Class B-5 upgraded to 'BB' 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.


FLEMING COS: Inks Settlement Pact Resolving Employee Bonus Spat
---------------------------------------------------------------
Kevin Darcy, Gary C. Jennings, Junior A. Jones, Milton H. Milam,
David E. Smith and Charles M. Terry were employed by the
Wholesale Division of Fleming Companies, Inc.  After the Petition
Date, Fleming advised the Employees, except for Mr. Terry, of
their potential eligibility for a stay bonus of 16.67% of their
annual salary pursuant to the terms of the Wholesale Employee
Stay Program and Stay Bonus Wholesale Participation Agreement.

Messrs. Jennings, Milam and Smith signed a Stay Bonus Agreement.
However, Fleming maintains that the Employees did not qualify for
a Stay Bonus upon severance of their employment relationship with
Fleming.

Christopher J. Lhulier, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub, PC, in Wilmington, Delaware, relates that on
January 15, 2004, the Employees each filed a proof of claim
asserting an administrative claim for an allegedly owed Stay
Bonus in an undetermined amount.  Mr. Milam also asserted an
administrative claim for severance benefits.  On February 26,
2004, the Employees asked the Court to compel Fleming and its
debtor-affiliates to pay their Administrative Priority Claims
allegedly under the Stay Bonus Agreement.  The Employees claimed
that they are owed $718,500 in Stay Bonuses.  Mr. Milam also
asserts a claim for $370,000 for severance.

The Parties agreed to resolve all outstanding amounts owing to
the Employees on these terms:

    (a) Fleming will pay the Employees $120,366, which
        constitutes 16.67% of Mr. Milam's and Mr. Smith's annual
        salaries and 14% of Mr. Darcy's, Mr. Jenning's, Mr.
        Jones' and Mr. Terry's annual salaries, in full and final
        satisfaction of the Stay Bonuses and the Milam Severance;

    (b) The Employees will withdraw with prejudice the Employee
        Motion and all claims filed against the Debtors; and

    (c) The parties will exchange releases from all claims or
        causes of action arising under, or in connection with the
        Debtors' cases or any business dealings between the
        parties.  However, Fleming does not release Mr. Darcy
        from any claim for damages, indemnification or
        contribution that Fleming may have against Mr. Darcy
        arising out of or relating to the facts that give rise to
        the action known as "Associated Grocers Acquisition
        Company, et al. v. The International Alliance, Inc., et
        al." in the Circuit Court of the Eleventh Judicial
        Circuit in and for Miami-Dade County, Florida.

Mr. Lhulier argues that the Settlement is reasonable because
litigating the dispute would be more costly than paying the
agreed amounts.

Accordingly, the Debtors ask the Court to approve the Settlement
Agreement and authorize them to pay the Settlement Amounts.

Headquartered in Lewisville, Texas, Fleming Companies, Inc. --
http://www.fleming.com/-- is the largest multi-tier distributor  
of consumer package goods in the United States.  The Company filed
for chapter 11 protection on April 1, 2003 (Bankr. Del. Case No.
03-10945).  Richard L. Wynne, Esq., Bennett L. Spiegel, Esq.,
Shirley Cho, Esq., and Marjon Ghasemi, Esq., at Kirkland & Ellis,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from its creditors, they listed
$4,220,500,000 in assets and $3,547,900,000 in liabilities.
(Fleming Bankruptcy News, Issue No. 41; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


FMAC LOAN: Moody's Downgrades 2 Classes to Low-B and Junks 2 More
-----------------------------------------------------------------
Moody's Investors Service downgrades four classes of notes issued
by FMAC Loan Receivables Trust 1998-C.  The ratings action affects
the A-2, A-3, B, and C notes.  Moody's did not rate the Class E
and F notes, along with the certificates.  The action is due to
the continued deterioration in credit performance of the pool.  
The complete ratings actions are as follows:

                           Rating Action
            Issuer: FMAC Loan Receivable Trust 1998-C

      * $174,020,000 Class A-2 Notes, downgraded to Ba3 from Baa2;
      * $12,200,000 Class A-3 Notes, downgraded to Caa1 from Ba2;
      * $20,570,000 Class B Notes, downgraded to C from Caa1;
      * $20,570,000 Class C Notes, downgraded to C from Ca.

As of the June 2004 distribution date, 27% of the pool by
principal balance was delinquent or defaulted.  Two of the loans
are large borrowers in the gas and convenience sector, which will
likely experience low recoveries.  The downgrades consider
expected recoveries on the problem borrowers in addition to
projected future defaults.

The notes were sold in a privately negotiated transaction without
registration under the Securities Act of 1933 under circumstances
reasonably designed to preclude a distribution thereof in
violation of the Act.  The issuance has been designed to permit
resale under Rule 144A.


FOG CUTTER: Bourne End Subsidiary Inks $50.4 Mil. Real Estate Sale
------------------------------------------------------------------
Fog Cutter Capital Group Inc. (Nasdaq:FCCG), reports that Bourne
End Properties PLC has sold the Victoria Plaza Shopping Centre, a
335,000 square foot shopping center located in Southend-on-Sea,
England. The sales price for the Southend property was
approximately GBP 28.0 million ($50.4 million). Fog Cutter will
recognize a gain on the sale (net of UK taxes) of approximately
$2.7 million during the third quarter.

In December, 2000, Fog Cutter Capital Group organized and led a
group of investors to purchase all of the outstanding capital
stock of Bourne End, a specialist investor in retail property. The
Company made its investment through its wholly owned subsidiary,
BEP Islands Limited, along with partners Merrill Lynch (Jersey)
Holdings Limited (a subsidiary of Merrill Lynch & Co., Inc.) and
Greenbau Estuary Limited (an affiliate of Catalyst Capital LLP,
formerly known as The Greenwich Group International). At the time
of the acquisition, Bourne End had approximately GBP 169.6 million
($245.1 million) of assets and GBP 123.1 million ($177.9 million)
of debt. The real estate assets consisted of 1.7 million square
feet in fifteen shopping centers.

Bourne End has now sold fourteen of its fifteen properties since
the acquisition by Fog Cutter and its partners. The sales have
each generated profits and have been consistent with the group's
strategy to reposition each of the centers, including new capital
expenditures on existing space and new development on excess or
adjoining land, with the goal of reselling the properties. The
last remaining shopping center is approximately 74,000 square feet
and is expected to be sold in the next 12 months.

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

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


FRONTIER LEASING: Moody's Assigns Low-B Ratings to Two Classes
--------------------------------------------------------------
Moody's Investors Service assigned ratings on three classes of
certificates issued in Frontier Leasing Corporation's fourth
equipment lease securitization.  The ratings are based on the
quality of the underlying leases, the servicing provided by
Frontier with servicing oversight by Portfolio Financial Servicing
Company and Wells Fargo.  The complete rating actions are as
follows:

Issuer: Frontier Equipment Receivables Trust 2004-1

   * $40,557,706 Class A Receivables-Backed Certificates, rated
     Baa2;

   * $4,397,824 Class B Receivables-Backed Certificates, rated
     Ba2;

   * $1,465,941 Class C Receivables-Backed Certificates, rated B1;

Frontier was formed in 1999.  A major risk factor in the
transaction is performance volatility resulting from Frontier's
limited operating history.  To mitigate this risk, Portfolio
Financial and Wells Fargo provide servicing oversight; Portfolio
Financial will take over the day-to-day servicing responsibilities
if Frontier is unable to service the portfolio.  Wells Fargo is
the backup servicer.  Furthermore, principals at Frontier are
experienced in the leasing industry and performance of their
portfolios at previous firms serve as a proxy for Frontier
performance.

Credit support protecting the Class A certificates consists of
approximately 17% subordination and a reserve account with a
target of 1% of the original pool balance plus 1% of the current
pool balance.  The Class B certificates have the benefit of 8%
subordination and the reserve account, while the Class C
certificates are protected by the 5% overcollateralization, the
reserve account, and a 1% dedicated reserve account exclusively
for the benefit of Class C investors.

The securitized portfolio consists of approximately 1,500 small
ticket equipment leases.  Equipment concentrations include
laundry, car wash and restaurant equipment.  The pool is fairly
diversified with limited lessee concentrations or state
concentrations.

Frontier was founded in April of 1999 to originate and service
equipment leases to a broad range of small-and medium sized
businesses on a national level.  The firm focuses primarily on the
small-ticket sector of the equipment leasing market. Most leases
range from $5,000 to $250,000, with an average transaction size of
$40,000.

The notes were sold in a privately negotiated transaction without
registration under the Securities Act of 1933 under circumstances
reasonably designed to preclude a distribution thereof in
violation of the Act.  The issuance has been designed to permit
resale under Rule 144A.  RiviereJenison Securities Ltd. acted as
Initial Purchaser.  Quadrant Financial Group, LLC was financial
advisor to Frontier.


FUJITA CORPORATION: Case Summary & 11 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Fujita Corporation USA
        6167 Bristol Parkway, Suite 390
        Culver City, California 90230

Bankruptcy Case No.: 04-27072

Type of Business: The Debtor owns various real estate investment
                  properties in the United States.

Chapter 11 Petition Date: August 5, 2004

Court: Central District of California (Los Angeles)

Judge: Erithe A. Smith

Debtor's Counsel: Glenn Walter, Esq.
                  Skadden, Arps, Slate, Meagher, LLP
                  300 South Grand Avenue, Suite 3400
                  Los Angeles, CA 90071
                  Tel: 213-687-5000

Total Assets: $4,469,212

Total Debts:  $111,484,468

Debtor's 11 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Sumitomo Mitsui Banking       Notes                  $66,669,067
Corporation Americas Division
777 S. Figueroa St., Ste 2600
Los Angeles, CA 90017

UFJ, Ltd.                     Notes                  $43,750,525
Los Angeles Branch
601 S. Figueroa St., 5th Fl.
Los Angeles, CA 90017

Ernst & Young LLP             Trade                      $54,963

Arden Realty Finance          Commercial Lease            $7,186
Partnership

Williams Records Management   Trade                         $802

Cingular Wireless, LLC        Trade                         $800

SBC                           Trade                         $500

Volvo Car Finance North       Auto Lease                    $356
America

Cypress Communications        Trade                         $189

Verizon California            Trade                          $80

Mr. Ken Smotrys               Employee Disputed          Unknown
                              Severance


GLOBAL CROSSING: Settles N.Y. City Tax Claims for $2.2 Million
--------------------------------------------------------------
The New York City Department of Finance filed five claims
for prepetition priority taxes against the GX Debtors:

   * Claim No. 413 against Global Crossing Telecommunications,
     Inc., for $220,000, consisting of asserted Commercial Rent
     Tax for the period June 6, 1998 to January 28, 2002 and
     asserted General Corporation Tax for the period January 1,
     1999 to January 28, 2002;

   * Claim No. 415 against IXNet, Inc., for $27,280, consisting
     of asserted CRT for the period June 1, 1998 to January 28,
     2002 and asserted GCT for the period January 1, 1995 to
     January 28, 2002;

   * Claim No. 424 against Global Crossing, Ltd., for $1,971,416,
     consisting of asserted CRT for the period June 1, 1998 to
     January 28, 2002, asserted GCT for the period October 1,
     1994 to January 28, 2002, and asserted Unincorporated
     Business Tax for the period January 1, 1998 to January 28,
     2002;

   * Claim No. 1266 against Global Crossing, Ltd., et al., for
     $14,942,075, consisting of:

     -- asserted CRT for the period June 1, 1994 to December 20,
        2001 and June 1, 1998 to January 28, 2002;

     -- asserted GCT for the period January 1, 1999 to
        January 28, 2002, October 1, 1994 to September 30, 1999
        and October 1, 1999 to December 20, 2001;

     -- asserted UBT for the period January 1, 1998 to
        January 28, 2002; and

     -- asserted Utility Tax for the period January 1, 1990 to
        December 31, 2001; and

   * Claim No. 1267 against Global Crossing North American
     Holdings, Inc., for $628,100 consisting of asserted CRT for
     the period June 1, 1996 to January 28, 2002 and asserted GCT
     for the period October 1, 1997 to January 28, 2002.

Claim No. 1266 includes asserted CRT and asserted GCT with
respect to IPC Information Systems, Inc., now known as IPC
Information Systems, LLC, and the Finance Department has issued
an assessment dated August 1, 2002 with respect to IPC for the
asserted GCT.

The Finance Department's Priority Tax Claims and the IPC
Assessment reflect asserted deficiencies of tax, plus penalties
and interest against the GX Debtors and their predecessors
and IPC.  The Priority Tax Claims were timely filed prior to the
Bar Dates and were not objected to by the GX Debtors prior to the
Effective Date.  However, pursuant to the Plan and the
Confirmation Order, objections to claims must be filed and served
by Global Crossing and the Reorganized Subsidiary Debtors 120
days after the Effective Date or at a later date as may be fixed
by the Court.

On July 19, 2001 GX filed certain Real Property Transfer Tax
returns with the Department of Finance, which returns claimed
that no RPTT was due as a result of the sale of the stock of
Global Crossing Global Center to Einstein Acquisition
Corp., which sale took place on June 20, 2001, prior to the
Petition Date.  The Finance Department has reviewed the RPTT
Returns and agrees that no RPTT was due on the June 20, 2001
Transfer.

On March 10, 2004, Global Crossing paid the special franchise
taxes for $56,157, as reflected in a delinquency notice dated
February 27, 2004 for Manhattan, Block 70000, Lot 2360, and the
Finance Department agrees that no special franchise taxes or
other real property taxes are outstanding for all periods up to
and including December 31, 2001.

Pursuant to their Plan, the GX Debtors were to establish an
Administrative Expense and Priority Claims Reserve for certain
claims, including the Finance Department's Priority Tax Claims.
Global Crossing and the Reorganized Subsidiary Debtors have
elected to assume certain claims, including the Priority Tax
Claims, which were to be reserved for in the Reserve, in place of
establishing the Reserve.

Accordingly, to avoid the uncertainty and expense of further
litigation relating to the Priority Tax Claims, the IPC
Assessment or any other taxes referred to, Global Crossing, the
Reorganized Subsidiary Debtors and IPC, and the Finance
Department stipulate and agree that:

   (a) In complete and final resolution and settlement of

          * the Finance Department's Priority Tax Claims;
          * the IPC Assessment; and
          * these Taxes:

             Type       Period                 Entity
             ----       ------                 ------
             CRT   06/01/98-01/28/02   GX Telecommunications
             GCT   01/01/99-01/28/02   GX Telecommunications
             CRT   06/01/98-01/28/02   IXNet
             GCT   01/01/95-01/28/02   IXNet
             CRT   06/01/98-01/28/02   GX
             GCT   10/01/94-01/28/02   GX
             UBT   01/01/98-01/28/02   GX
             CRT   06/01/94-12/20/01   GX and all Debtors
             CRT   06/01/98-01/28/02   GX and all Debtors
             GCT   01/01/99-01/28/02   GX and all Debtors
             GCT   10/01/94-09/30/99   GX and all Debtors
             GCT   10/01/99-12/20/01   GX and all Debtors
             UBT   01/01/98-01/28/02   GX and all Debtors
              UT   01/01/90-12/31/01   GX and all Debtors
             CRT   06/01/96-01/28/02   GX North American Holdings
             GCT   10/01/97-01/28/02   GX North American Holdings
             CRT   06/01/94-12/20/01   IPC
             GCT   10/01/94-12/20/01   IPC

       Global Crossing, the Reorganized Subsidiary Debtors, and
       IPC agree to pay the Finance Department $2,200,000 in
       cash.

   (b) The Settlement Amount will be paid immediately after the
       Court's approval of the Stipulation by check made payable
       to the New York City Department of Finance and delivered
       to:

       Gabriela P. Cacuci, Esq.
       N.Y.C. Law Department
       100 Church Street, Room 5-223,
       New York, New York 10007.

   (c) The Settlement Amount, to the extent paid by Global
       Crossing and the Reorganized Debtors, will constitute the
       Finance Department's Allowed Amount on account of the
       Priority Tax Claims and, to the extent paid by IPC, will
       be deemed paid in the ordinary course of IPC's business
       and financial affairs according to IPC's ordinary business
       terms.

   (d) Nothing contained in the Stipulation, Agreement and Order
       will constitute a waiver of the Bar Date by GX or the
       Reorganized Subsidiary Debtors with respect to any tax
       claim regardless of the nature of the tax or the period
       involved or the basis on which the tax is asserted.

   (e) The Settlement Amount is deemed to constitute a principal
       of tax with no portion representing interest or penalties
       and, on the payment, the Priority Tax Claims will be
       deemed withdrawn and the IPC Assessment will be cancelled.

   (f) Global Crossing, the Reorganized Subsidiary Debtors and
       IPC release the Finance Department from, and covenant not
       to assert against the Finance Department, any claims
       pertaining to:

       * the Priority Tax Claims;
       * the IPC Assessment; and
       * the Taxes.

       The release will include, without limitation, any claims
       that Global Crossing, the Reorganized Subsidiary Debtors
       or any successors, trustee or liquidator, whether in state
       court or federal court, in Chapter 11 or Chapter 7, may
       attempt to challenge in any way the payment made to the
       Finance Department pursuant to the Agreement.  The Finance
       Department releases Global Crossing, the Reorganized
       Subsidiary Debtors and IPC from, and covenants not to
       assert against them, any claims pertaining to the Priority
       Tax Claims, the IPC Assessment and the Taxes.

   (g) The Finance Department agrees that Global Crossing and the
       Reorganized Subsidiary Debtors do not owe any RPTT,
       special franchise taxes or real property taxes for all
       periods up to and including December 31, 2001.

Judge Gerber approves the Stipulation in all respects.

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)


HANOVER DIRECT: Stockholders' Deficit Tops $46 Mil. at June 26
--------------------------------------------------------------
Hanover Direct, Inc. reported net income for the 13 and 26 weeks
ended June 26, 2004 of $0.6 million and $1.0 million,
respectively. This represents the third consecutive quarter that
the Company has recorded net income.

During the second quarter of 2004, the Company identified a
revenue recognition cut-off issue that resulted in revenue being
recorded in advance of the actual shipment of merchandise to the
customer. The practice was stopped immediately and the Company
implemented procedures to ensure that this issue does not recur.

For the 13- weeks ended June 26, 2004, the Company reported net
income applicable to common shareholders of $0.6 million compared
with a net loss of $3.6 million for the comparable period in 2003.
These amounts were calculated after deducting Series B
Participating Preferred Stock dividends and accretion of $4.3
million for the 13- weeks ended June 28, 2003.

Net revenues decreased $9.4 million (8.9%) for the 13-week period
ended June 26, 2004 to $96.5 million from $105.9 million for the
comparable period in 2003. This decrease resulted primarily from
lower inventory levels caused by the Company's reduced liquidity
that resulted from lower borrowing availability and tighter vendor
credit at that time. Also, related declines in initial product
fill rates and higher backorders and cancellations as well as
reduced circulation in Domestications contributed to the sales
decline. As previously announced, on July 8, 2004, the Company
closed and funded a $20 million Term Loan Facility with Chelsey
Finance, LLC and amended its existing senior credit facility with
Congress increasing the Company's liquidity by approximately $25
million in the aggregate. These transactions were consummated to
address the liquidity issuing facing the Company. The Company's
Internet sales continued to grow, despite the negative impact of
low inventory levels, comprising 31.1% of combined Internet and
catalog revenues for the 13- weeks ended June 26, 2004 compared
with 27.5% for the comparable period in 2003. Internet sales have
increased by approximately $0.8 million, or 2.9%, to $28.3 million
for the 13-week period ended June 26, 2004 from $27.5 million for
the comparable period in 2003.

"It was a difficult quarter reflecting the impact that our tight
liquidity position had on all of our businesses," stated Wayne
Garten, the Company's President and Chief Executive Officer. Mr.
Garten added, "On the positive side, the Company still was able to
report its third consecutive profitable quarter primarily as a
result of The Company Store's continued strong performance. In
addition, our new financing arrangements provide the Company with
adequate liquidity to support its business."

The Company reported net income applicable to common shareholders
of $1.0 million for the 26- weeks ended June 26, 2004 compared
with a net loss applicable to common shareholders of $7.2 million
for the comparable period in 2003. These amounts were calculated
after deducting Series B Participating Preferred Stock dividends
and accretion of $7.9 million for the 26- weeks ended June 28,
2003. The weighted average number of shares used in the
calculation for basic and diluted net income per common share was
220,173,633 and 220,455,326, respectively, for the 26-week period
ended June 26, 2004. The weighted average number of shares used in
the calculation for both basic and diluted net loss per common
share was 138,315,800 for the 26-week period ended June 28, 2003.
The increase in weighted average shares was primarily the result
of the Recapitalization Agreement with Chelsey Direct, LLC
consummated on November 30, 2003.

Net revenues decreased $15.5 million (7.5%) for the 26-week period
ended June 26, 2004 to $191.9 million from $207.4 million for the
comparable period in 2003. This decrease resulted from lower
inventory levels caused by the Company's reduced borrowing
availability, tighter vendor credit and a decline in initial
product fill rates and increases in backorders and cancellations.
As planned, there was a continued reduction in circulation for the
Domestications brand in order to limit the investment in catalog
production costs and working capital necessary to maintain its
inventory. The Company's Internet sales continued to grow, despite
the negative impact of low inventory levels, comprising 31.6% of
combined Internet and catalog revenues for the 26- weeks ended
June 26, 2004 compared with 27.1% for the comparable period in
2003. Internet sales have increased by approximately $3.9 million,
or 7.3%, to $57.0 million for the 26-week period ended June 26,
2004 from $53.1 million for the comparable fiscal period in 2003.

The Hanover Direct, Inc. 2004 Annual Meeting of Stockholders has
been scheduled today, August 12, 2004 at 9:30 a.m., local time.
The meeting will be held at the Sheraton Meadowlands Hotel and
Conference Center, 2 Meadowlands Plaza, East Rutherford, New
Jersey. The record date for voting at the annual meeting is July
9, 2004.

                     About Hanover Direct, Inc.

Hanover Direct, Inc. (Amex: HNV) and its business units provide
quality, branded merchandise through a portfolio of catalogs and
e-commerce platforms to consumers, as well as a comprehensive
range of Internet, e-commerce, and fulfillment services to
businesses. The Company's catalog and Internet portfolio of home
fashions, apparel and gift brands include Domestications, The
Company Store, Company Kids, Silhouettes, International Male,
Scandia Down, and Gump's By Mail. The Company owns Gump's, a
retail store based in San Francisco. Each brand can be accessed on
the Internet individually by name. Keystone Internet Services, LLC
-- http://www.keystoneinternet.com/-- the Company's third party  
fulfillment operation, also provides the logistical, IT and
fulfillment needs of the Company's catalogs and web sites.
Information on Hanover Direct, including each of its subsidiaries,
can be accessed on the Internet at http://www.hanoverdirect.com/

At June 26, 2004, Hanover Direct's balance sheet showed a
$46,503,000 stockholders' deficit, compared to a $47,629,000
deficit at December 27, 2003.


HASTINGS MFG: Continues Liquidation of Canadian Operations
----------------------------------------------------------
Hastings Manufacturing Company (Pink Sheets: HGMG) reported the
results of its annual shareholder meeting held August 10, 2004 at
the Company's headquarters in Hastings, Mich.

Mark Johnson, chairman and chief executive officer of the piston
ring manufacturer and engine products specialist, discussed the
year and recent events at Hastings Manufacturing, specifically the
Company's decision to close its Canadian operations in May 2004.

Mr. Johnson also reported that consolidated financial statements
for the year ended December 31, 2003 have not been finalized due
to the continuing Canadian liquidation.

"We made the difficult decision to close our Canadian operation
after it struggled for the past year since we acquired its
predecessor company Ertel in 2003," said Mr. Johnson. "Due to
softness in the Canadian aftermarket and significant issues
integrating inventory control systems, we decided to liquidate the
assets of the Canadian entity and use the proceeds to eliminate
our Canadian debt. We are serving Canadian customers through a
network of commercial warehouses across the country."

In addition to discussing issues related to the liquidation of the
Canadian operations, Johnson updated shareholders on several other
developments:

   -- In February 2004, Hastings signed a five-year contract with
      UAW Local 138. Mr. Johnson said the contract is very fair to
      both parties and will allow Hastings to make continued
      progress on productivity, as well as to revisit terms if the
      Company does not meet its efficiency targets.

   -- Hastings is putting more resources behind lean manufacturing
      efforts, which along with changes and cost reductions in its
      operations and administration, are expected to reduce costs
      by $2 million at Hastings when fully realized.

   -- Though the domestic aftermarket is still quite soft, the
      Company has seen increases in export, OEM, and private label
      sales and is focusing on developing these areas and
      providing additional sales support.

"Although 2003 was a difficult year, we feel that we have taken
the necessary actions to accomplish a turnaround in 2004. This
improvement is expected to continue into 2005 as our cost
reductions and operating improvements take hold and we are able to
better concentrate on growing our domestic operations," said Mr.
Johnson.

Hastings Manufacturing Co. serves the automotive parts market with
a complete line of internal engine products including piston rings
and pistons sold under the HASTINGS(R) brand name. Hastings also
markets engine additives sold under the CASITE(R) brand through
The Casite Company, a joint venture that markets both directly and
through independent representatives.


KAISER: Court Tells Debtors to Comply with Unistar Agreements
-------------------------------------------------------------
In September 2002, the Kaiser Aluminum Corporation Debtors engaged
in discussions with Unistar Holdings, Inc., relating to the supply
to Unistar, as a distributor, of 105,000 metric tons of alumina in
2003, 2004 and 2005.  Unistar would resell the alumina to
Guangdong Metal Material Corporation.

In January 2003, the Debtors also concluded discussions with
Unistar relating to the supply of 1,100,000 metric tons of
alumina produced at Alumina Partners of Jamaica -- a partnership
in which Alpart Jamaica, Inc., and Kaiser Jamaica Corporation
collectively own a 65% interest. The alumina was to be delivered
at intervals beginning in 2003 and terminating at the end of
2007. Unistar would resell the alumina to China Minmetals
Nonferrous Co., Ltd.

According to Daniel J. DeFranceschi, Esq., at Richards, Layton &
Finger, PA, in Wilmington, Delaware, although there were oral and
written communications between the Debtors and Unistar regarding
the supply of alumina, no written contract was ever executed.
However, Unistar executed written contracts with China Minmetals
and Guangdong, for the supply of alumina. The Debtors signed the
two written contracts as third-party beneficiary. The Debtors
delivered alumina under the China Minmetals and Guangdong Metal
Supply Agreements in 2003.

To resolve all pending disputes between Kaiser and its debtor-
affiliates, Guangdong Metal Material Corporation and Yunnan
Aluminium Company, Ltd., Judge Fitzgerald authorizes the Debtors
to enter into and comply with the terms of 11 agreements, dated as
of April 1, 2004:

    (a) an Alumina Purchase Agreement between Kaiser Aluminum
        International, Inc., and Unistar Alumina, Ltd., for
        alumina to be supplied to Guangdong;

    (b) a Guaranty executed by Kaiser Aluminum & Chemical
        Corporation regarding performance under the Guangdong
        Contract;

    (c) an Alumina Purchase Agreement between Unistar Alumina and
        Guangdong for alumina to be supplied to Guangdong by
        Unistar Alumina;

    (d) a Guaranty executed by Unistar Holdings, Inc., regarding
        performance under the Unistar Alumina/Guangdong Contract;

    (e) an Alumina Purchase Agreement between KAII and Unistar
        Alumina, for alumina to be supplied to Yunnan;

    (f) a Guaranty executed by KACC regarding performance under
        the Yunnan Contract;

    (g) an Alumina Purchase Agreement between Unistar Alumina and
        Yunnan regarding the supply of alumina to Yunnan by
        Unistar Alumina;

    (h) a Guaranty executed by Unistar Holdings regarding
        performance under the Unistar Alumina/Yunnan Contract;

    (i) a separate Alumina Supply Agreement between KAII and
        Unistar Alumina, regarding the sale of one shipment of
        alumina to Unistar Alumina;

    (j) a Guaranty executed by KACC regarding performance under
        the Unistar Alumina Spot Contract; and

    (k) the Mutual Release Agreement among KAII, Unistar
        Holdings, Guangdong, and Yunnan.

Furthermore, Judge Fitzgerald grants Unistar Holdings, Unistar
Alumina, Yunnan, and Guangdong administrative expense claims
against the estates of KAII and KACC with respect to any claims
against the Debtors arising under the Settlement Agreements
involving the parties.  Moreover, the rights of Unistar Holdings,
Unistar Alumina, Yunnan, and Guangdong to seek a priority for any
administrative claim ahead of any postpetition intercompany
claims are expressly preserved.

Other than with respect to performance under the Settlement
Agreements, all parties claiming through or on behalf of the
Debtors' estates will be barred from making any claim with
respect to the execution and performance by Unistar Holdings,
Guangdong, and Yunnan under the Debtors' motion to cease
supplying alumina to Unistar Holdings in respect of its contracts
with Guangdong and Yunnan.

Judge Fitzgerald rules that any motion or request seeking a stay
pending appeal of the Order will be subject to the posting of a
bond equal to the purchase of alumina set forth in the alumina
purchase agreements and other applicable damages pending the
outcome of the appeal.

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)  


KMART: Home Depot Buying Fewer Stores Than Previously Indicated
------------------------------------------------------------
Rather than buying up to 24 stores for up to $365 million, Kmart
Holding Corporation (Nasdaq: KMRT) said this week that The Home
Depot Inc. (NYSE:HD) will buy no fewer than 13 stores for $173
million in cash, and no more than 19 stores for $288.5 million.  
The deal continues to be an all cash transaction.  

Additionally, Kmart has been granted an option to sell certain
stores which, if exercised by Kmart, would increase the minimum
number of stores sold to 15 and the minimum cash to be received to
$214 million.  The revision of the transaction was the result of
certain closing conditions not being satisfied with respect to
certain of the stores.

The sale with respect to 4 of the stores has already been
completed and cash proceeds of $59 million have been received from
The Home Depot. The sale of an additional nine stores will be
completed and cash proceeds received into escrow within the next
five days, with such funds to be released to Kmart upon the
transfer of occupancy thereof.

Kmart will commence store-closing sales at those stores sold to
The Home Depot promptly upon the consummation of the property
sales, and will receive proceeds from the store inventory and
fixtures in addition to the sale proceeds from The Home Depot
referred to above.

Kmart said it will announce Second Quarter 2004 earnings on
Monday, August 16, 2004.  

Headquartered in Troy, Michigan, Kmart Corporation --
http://www.bluelight.com/-- Kmart Corporation is the nation's  
second-largest discount retailer and the third-largest merchandise
retailer.  Kmart Corporation currently operates approximately
2,114 stores, primarily under the Big Kmart or Kmart Supercenter
format, in all 50 United States, Puerto Rico, the U.S. Virgin
Islands and Guam. The Company filed for chapter 11 protection on
January 22, 2002 (Bankr. N.D. Ill. Case No. 02-02474). Kmart
emerged from chapter 11 protection on May 6, 2003.  John Wm.
"Jack" Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher & Flom,
LLP, represents the Debtors in their restructuring efforts.


LAIDLAW INC: Greyhound Lines Gets 2-Yr. Credit Facility Extension
-----------------------------------------------------------------
In July 2004, Greyhound Lines, Inc., amended its revolving credit
facility to:

   * extend the maturity date two years to October 24, 2006;

   * reset certain financial covenants;

   * modify rates of interest on borrowings and letter of credit
     fees; and

   * provide for a prepayment premium should Greyhound Lines
     terminate the facility before October 24, 2006.

The Amendment also allows Greyhound Lines to elect to extend the
maturity date for an additional year, to October 24, 2007,
provided that Greyhound Lines meet certain terms and conditions.

In a recent regulatory filing with the Securities and Exchange
Commission, Douglas A. Carty, Senior Vice-President and Chief
Financial Officer of Laidlaw International, Inc., explains that
under the Amended Greyhound Facility, borrowings after the
quarterly period ending September 30, 2004, are available at a
rate, determined by reference to a leverage ratio calculated
quarterly, equal to Wells Fargo Bank's prime rate plus 0.375% to
2.25% or LIBOR plus 2.375% to 4.25%.  Letter of credit fees are
based on the then applicable LIBOR margin.

Prior to the quarterly period ending September 30, 2004,
borrowings remain available at a rate equal to Wells Fargo Bank's
prime rate plus 1.5% or LIBOR plus 3.5%, and letter of credit
fees at 3.5% per annum.  A 1% prepayment premium is payable
should Greyhound Lines terminate the facility before October 25,
2005, 0.5% if terminated between October 25, 2005 and October 23,
2006, and no premium if after October 23, 2006.

The Amendment further requires Greyhound Lines to maintain a
minimum cash flow to interest expense ratio, maximum indebtedness
to cash flow ratio and minimum cash flow at levels that are the
same as, or more restrictive than, previous levels.  The new
covenant levels were set at 15% to 20% less than the levels
projected in financial forecasts delivered to the agent by
Greyhound Lines.  As a result of the extension of the maturity
date and recent business improvements that have allowed Greyhound
Lines to meet its financial covenants, Greyhound Lines'
management believes that there is no longer a going concern risk
in the near term.

However, Mr. Carty relates that substantial needs for capital
expenditures and debt service requirements in the future compel
Greyhound Lines to continue to significantly improve operations
and financial results.  Additionally, unforeseen events or
changes in assumptions may occur and result in material
differences between Greyhound Lines' future financial results or
forecasts and the current financial forecast.  Those differences
could result in the management concluding in the future that
Greyhound Lines may not be able to continue as a going concern
based on the new information. (Laidlaw Bankruptcy News, Issue No.
49; Bankruptcy Creditors' Service, Inc., 215/945-7000)  


MADISON RIVER: Moody's Junks $200 Million 13-1/4% Senior Notes
--------------------------------------------------------------
Moody's Investors Service has upgraded the senior implied rating
for Madison River Capital LLC to B2 from B3, and the rating for
Madison River's $200 million 13-1/4% senior unsecured notes to
Caa1 from Caa2.  The rating outlook is stable.

The following summarizes Moody's ratings for Madison River, along
with today's rating actions:

   * Senior Implied rating -- to B2 from B3;

   * Senior Unsecured Issuer rating -- to Caa1 from Caa2

   * $200 million 13-1/4% Senior Notes due 2010 -- to Caa1 from
     Caa2.

The rating upgrades acknowledge Madison River's improving
financial performance and operating cash flow generation, which
has exceeded Moody's previous expectations.  EBITDA margins have
improved from around 47% at year-end 2002 to around 53% presently
and this, along with capital spending reductions, has
significantly improved free cash flow generation.  As a result,
leverage metrics have improved substantially with net debt-to-
EBITDA below 6.0x and now in line with other leveraged RLECs rated
B2 and higher.  Moody's also believes the company has addressed
previous liquidity concerns with the amendment to the Rural
Telephone Finance Cooperative term and revolving credit
facilities, which have effectively improved liquidity by $170
million over the next 6 years and greatly reduced downward rating
pressure.  The stable outlook reflects Moody's view that Madison
River's improved free cash flow capacity is sustainable and that
operational challenges stemming from network quality, regulatory
changes or cable competition will be slow to develop.

The B2 senior implied rating remains constrained, however, by
relatively high leverage, which implies a slim level of asset
coverage of total debt obligations, as well as the company's
reliance on refinancing since free cash flow is not sufficient to
repay present debt obligations as scheduled by maturity.
Nonetheless, the rating incorporates Moody's belief that Madison
River will continue to generate strong and predictable operating
cash flow, benefit from a favorable regulatory environment and
substantial barriers to competition, and maintain a close
relationship with the Cooperative.  The company's senior unsecured
notes are rated two notches below the B2 senior implied rating to
reflect their structural subordination to the fully secured
Cooperative credit facilities and all obligations of the company's
operating subsidiaries given the absence of upstream guarantees
from the same, and the correspondingly increased likelihood of
impairment resulting from their lower priority of claim on the
company's assets.

Moody's believes further rating improvement would require that the
company signficantly reduce its present debt load.  Moody's does
not believe the company has the ability to significantly reduce
its debt load through free cash flow generation in the near to
medium term and, therefore, does not expect the ratings to improve
over this time frame.  Conversely, the ratings are not likely to
fall again unless there is a fundamental shift in the competitive
or regulatory environment, or if the company changes its financial
policy in a way that directly or indirectly (i.e. increased
dividends) increases leverage.

The company's cost containment efforts have improved operating
performance, as noted in the aforementioned margin growth, which
came largely on the heels of the reductions of CLEC-related
operating expenses and capital investments.  Madison River has
achieved positive free cash flow (FCF, or cash flow from
operations less capex and dividends) after several years of
negative cash flow.  FCF for 2003 was $31.5 million and $27.6
million for the TTM (trailing twelve months) ended 2Q'04. While
still high, total leverage has improved to 5.8x (TTM ending 2Q'04)
from 7.3x in 2002 and 10.9x in 2001.  Since the rationalization of
the CLEC (i.e. Edge-Out Services or EOS) operations, Madison
River's operations reflect those of a mature RLEC, with stable and
defensible revenues and cash flows.  The EOS operations, formerly
a significant cash flow drain, now generate positive, though
nominal, free cash flow.  In 2003, the company's CLEC operations
generated $3.2 million in EBITDA compared to EBITDA losses of $3.1
million and $24.2 million in 2002 and 2001, respectively.

Although the company has faced limited threats from wireless and
technology substitution, cable, and VoIP services to date, Moody's
believes these will present increasing challenges to Madison River
over time.  As a result, we expect continued secondary access line
losses (total access lines have been declining at roughly 2% per
year) and slow margin erosion, as the company's bundled "No
Limits" offering and its position as the rural incumbent carrier
moderates some of the competitive challenges.

A first priority lien and pledge of all the RLEC assets secure the
Cooperative loans.  The remaining unencumbered assets include
Madison River's fiber and CLEC assets, neither of which Moody's
believes has substantial economic value on a standalone basis.  
The senior notes' Caa1 rating reflects our expectation that senior
unsecured note holders would receive less than full recovery in a
debt restructuring.

Madison River Capital, LLC, is a rural local exchange carrier
headquartered in Mebane, North Carolina.


MARINER: National Sr. Care Merger Prompts Moody's Ratings Review
----------------------------------------------------------------
Moody's Investors Service placed the ratings of Mariner Health
Care, Inc. under review for possible downgrade following the
announcement that Mariner Health has agreed to be purchased by
National Senior Care for $30 in cash for each of Mariner Health's
outstanding common share plus the assumption or satisfaction of
Mariner Health's existing debt by National Senior Care.

     The following ratings were placed under review:

     * $85 million senior secured revolving credit facility due
       2007, rated Ba3;

     * $135 million senior secured term loan due 2009, rated Ba3;

     * B1 senior implied rating;

     * B2 senior unsecured issuer rating; and

     * $175 million 8.25% senior subordinated notes due 2013,
       rated B3.

According to Moody's, the rating review will focus primarily
on whether the debt securities are assumed by National Senior
Care, whether they remain outstanding, or whether the debt
securities are repaid in full and all commitments canceled.  If
the facilities are assumed or remain outstanding, Moody's review
will focus on the financial and operating strength of National
Senior Care, and whether National Senior Care has the ability and
willingness to provide explicit support to the creditors of
Mariner Health.

Moody's would expect to complete its review concurrent with
the closing of the proposed transaction during the fourth quarter
of 2004. (Mariner Bankruptcy News, Issue No. 60; Bankruptcy
Creditors' Service, Inc., 215/945-7000)  


MICROTEC ENTERPRISES: Lenders Balk at $15.5 Million Equity Offer
----------------------------------------------------------------
Microtec has pursued for many months various initiatives to reduce
its debt and once again have the necessary leeway to maintain
sustained growth.

Last week, the company received a $15.5 million equity offer
which, in the management opinion, was meeting the main initial
objectives.  This proposal was presented to Microtec's lenders but
didn't received their unanimous support.  Microtec's management is
also looking at an alternative proposal.

Microtec's bank credits having matured on August 5th, the overall
debt of Microtec is now payable.  The company pursues discussions
with its lenders for a delay in the repayment of its credits in
order to be able to conclude its recapitalization.

There can be no assurance as to the final outcome of these
negotiations and the company's ability to implement this new
capital structure.  

At March 31, 2004, borrowings under the Company's revolving term
loan and swing line facilities was $50,358,000.

The Company indicated that its ability to continue as a going
concern is dependent on, amongst other things, the successful
completion of negotiations towards the completion of the
refinancing plan and the continued financial support of existing
secured creditors during the contemplated refinancing operation.

Solidly established in Canada, Microtec Enterprises Inc. provides
a wide range of security and home automation services that ensure
the protection and well-being of its residential and commercial
customers.  The Company is building on its strong position in the
industry by developing new products and services, expanding its
subscriber base, and creating strategic alliances.


MIRANT: Appellate Court Upholds Order Dismissing California Case
----------------------------------------------------------------
The State of California claimed that electricity producers
fraudulently sold energy on the spot market from reserve capacity
that the producers had contracted to hold in reserve.  California
claimed that although the producers received payment for their
commitment to reserve capacity, they were often unable to respond
to ISO dispatch orders when called to remedy market imbalances.
The ISO was forced to find alternative energy sources during the
shortage periods.  According to this theory, the producers'
unauthorized sale of ancillary services energy threatened the
stability of the grid system and left the California residents
vulnerable to blackouts and other disruptions.

                           The Lawsuits

Thus, the Attorney General of California filed lawsuits in San
Francisco County Superior Court, seeking injunctions,
restitutions, disgorgement and civil penalties against multiple
companies, including the Dynegy Entities, Reliant Energy Entities
and the Mirant Entities, for double-selling reserve generation
capacity.

The Reliant Energy Entities:

    -- Reliant Energy, Inc.;
    -- Reliant Energy Services, Inc.;
    -- Reliant Energy Power Generation, Inc.;
    -- Reliant Resources, Inc.;
    -- Reliant Energy Coolwater, Inc.;
    -- Reliant Energy Ellwood, Inc.;
    -- Reliant Energy Etiwanda, Inc.;
    -- Reliant Energy Mandalay, Inc.; and
    -- Reliant Energy Ormond Beach, Inc.

The Dynegy Entities are:

    -- Dynegy, Inc.;
    -- Dynegy Power Marketing, Inc.;
    -- West Coast Power, LLC;
    -- Cabrillo Power I, LLC;
    -- Cabrillo Power II, LLC;
    -- El Segundo Power, LLC; and
    -- Long Beach Generation, LLC

The Mirant Entities are:

    -- Mirant Corporation;
    -- Mirant California, LLC;
    -- Mirant Delta, LLC;
    -- Mirant Potrero, LLC;
    -- Mirant Americas Energy Marketing, LP;
    -- Mirant California Investments, Inc.;
    -- Mirant Americas, Inc.; and
    -- Southern Energy Gold States Holdings, Inc.

The Companies removed the cases to the United States District
Court for the Northern District of California.  California then
moved to remand, reasoning that the District Court lacked subject
matter jurisdiction and that California enjoyed sovereign
immunity under the Eleventh Amendment.  With the Companies'
objection, the District Court denied the remand motions on
August 6, 2002.

California appealed and moved to stay the District Court
proceedings.  In turn, the Companies asked the District Court to
certify the interlocutory appeals as frivolous.  The District
Court granted the Companies' request and denied the Stay Motion.
California then filed a second Stay Motion in the Court of
Appeals to prevent the District Court from ruling on the pending
motions to dismiss.  A motions panel denied the Stay Motions.

Consequently, the Companies sought the dismissal of the
interlocutory appeals for lack of appellate jurisdiction, or
alternatively, to strike part of the opening brief.  A motions
panel denied the motion to dismiss without prejudice and referred
the motion to strike to the merits panel.  Several collateral
claims were also settled and dismissed voluntarily.  The motions
panel set an expedited schedule for briefing and hearing of the
interlocutory appeals.

On March 25, 2003, the District Court granted the Companies'
motion to dismiss and directed entry of a final judgment on the
merits.  California timely appealed and also moved to stay the
interlocutory appeals, to consolidate them with the appeal from
the District Court's final judgment on the merits, and to
expedite briefing and hearing of the appeals.  On April 9, 2003,
a motions panel granted the motion in its entirety, and the
consolidated appeals were duly set for expedited argument before
Circuit Judges Cynthia Holcomb Hall, Diarmuid F. O'Scannlain and
Edward Leavy.

Judge O'Scannlain relates that they must evaluate two orders:

    1. the District Court's denial of remand to state court; and

    2. the District Court's dismissal of California's unfair
       competition claims on the merits.

                         The Remand Appeal

California contends that the District Court lacked jurisdiction
under Section 1331 of the Judiciary Code and Section 825p of the
Conservation Code.  California also argues that the Eleventh
Amendment bars removal.

Judge O'Scannlain notes that in denying California's Remand
Motion, the District Court reasoned that the Complaint presented
no independent state law claim.  It was, in effect, an attempt to
enforce federal tariffs.  The claims were necessarily federal in
character, and the conduct the state sought to condemn was
expressly governed by the ISO tariffs.

The Judges determine that the tariff defines the companies'
contractual obligation with respect to the conduct at issue.
Absent a violation of the FERC-filed tariff, no state law
liability could survive.

Though the State is a plaintiff rather than a defendant,
California contends that principles of sovereign immunity are
violated when a plaintiff state, voluntarily prosecuting a claim,
is forced without its consent into a federal forum by operation
of the federal removal statute.

"The relationship between the Eleventh Amendment and state
sovereign immunity is not as simple as it may sound," Judge
O'Scannlain opines.

Judge O'Scannlain relates that the Supreme Court has emphasized
that "the sovereign immunity reflected in (rather than created
by) the Eleventh Amendment transcends the narrow text of the
Amendment itself."  Thus, the Judges have long understood that
"the States' immunity from suit is a fundamental aspect of the
sovereignty which the States enjoyed before the ratification of
the Constitution, and which they retain today . . . except as
altered by the plan of the Convention or certain constitutional
Amendments."  The Eleventh Amendment provides:

     "The Judicial power of the United States shall not be
     construed to extent to any suit in law or equity,
     commenced or prosecuted against one of the United
     States by Citizens of another State, or by Citizens or
     Subjects of any Foreign State."

Indisputably, the Amendment limits the reach of federal judicial
power to suits "commenced or prosecuted against one of the United
States."  Nevertheless, California urges that sovereign immunity
extends even more broadly to litigation commenced by states -- as
plaintiffs, not defendants -- when the suits are removed to
federal court without the plaintiff state's consent.

Judge O'Scannlain notes that history gives little indication that
sovereign immunity was ever intended to protect plaintiff states.
Rather, it plainly understands sovereign immunity as protection
from being sued.  Nonetheless, California contends that removal
forces a state to appear against its will in the court of another
sovereign, and that sovereign immunity broadly protects "the
states' litigation choices."

While California's hope was to avoid the federal forum, it
voluntarily appeared in state court to press its claims against
the Companies, who predictably sought removal to what they
perceived to be a more favorable forum for the adjudication of
claims involving federal law.  According to Judge O'Scannlain,
waiver by litigation conduct "rests upon the Amendment's presumed
recognition of the judicial need to avoid inconsistency, anomaly,
and unfairness, and not upon a State's actual preference or
desire, which might, after all, favor selective use of 'immunity'
to achieve litigation advantages."

Thus, the Judges conclude that a state that voluntarily brings
suits as a plaintiff in state court cannot invoke the Eleventh
Amendment when the defendant seeks removal to a federal court of
competent jurisdiction.  "California's conception of sovereign
immunity as a sword rather than a shield in unavailing," Judge
O'Scannlain remarks.

                    The Claims Dismissal Appeal

California does not contest FERC's exclusive jurisdiction over
interstate wholesale power rates; rather, it urges that that
authority does not extend over every aspect of the wholesale
market.  The FERC does not, according to California, have the
requisite tools and institutional expertise of the State in
policing fraudulent business practices.  To the extent that
California's enforcement of its unfair business practices law may
affect rates, this effect, California asserts, is merely an
indirect consequence of state regulation whose purpose is to
deter fraudulent and unfair conduct, not to regulate interstate
wholesale power rates.  In support of its view that the FPA does
not preempt state regulation, California points to Section
824a(f) of the Conservation Code, which reserves for states
regulatory authority to the extent that it "does not conflict
with the exercise of the Commission's powers under or relating to
subsection (e) of this section."

The Judges cannot agree with California's theory that the State
has regulatory authority over the specific tariff-governed
conduct alleged in this case.  Cases specifying the nature and
scope of exclusive FERC jurisdiction make clear that the
interstate "transmission" or "sale" of wholesale energy pursuant
to a federal tariff -- not merely the "rates" -- falls within
FERC's exclusive jurisdiction.  States do, of course, have
jurisdiction over certain sales, but we have enunciated a bright-
line distinction between wholesale sales, which fall within
FERC's plenary jurisdiction, and retail sales, over which the
states exercise jurisdiction

California's unfair competition claims are based on the
Companies' agreement to provide ancillary services, the terms of
which are embodied in, and governed by, the ISO tariff, including
its remedial provisions.  Accordingly, the Court of Appeals
conclude that the California claims are preempted because they
encroach on the substantive provisions of the tariff, an area
reserved exclusively to FERC, both to enforce and to seek remedy.

                      The Filed Rate Doctrine

"At its most basic, the filed rate doctrine provides that state
law, and some federal law . . . may not be used to invalidate a
filed rate nor to assume a rate would be charged other than the
rate adopted by the federal agency in question." TANC, 295 F.3D
929.  However, the filed rate doctrine is "not limited to rates
per se." Nantahala Power, 476 U.S. at 966.

"[T]he filed rate doctrine's purpose is to ensure that the filed
rates are the exclusive source of the terms and conditions by
which the [regulated entity] provides . . . the services covered
by the tariff."  To the extent that California is seeking to
enforce the penalty provisions of the tariff, or to have them
expanded, this conflicts with the filed rate doctrine and the
exclusive authority conferred to FERC to enforce its tariff.

Accordingly, the Court of Appeals affirms the District Court's
denial of the Remand Motions and its dismissal of the substantive
claims on summary judgment.

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)


MIRANT CORP: Wants Court to Approve Sullivan Settlement Agreement
-----------------------------------------------------------------
Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, Mirant Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court to approve a Settlement Agreement, dated July 28,
2004, among:

   * Mirant New York, Inc., on behalf of itself and Mirant
     NY-Gen, LLC;

   * the Town of Bethel, the Town of Forestburgh, the Town of
     Lumberland;

   * the Monticello Central School District and the Eldred
     Central School District;

   * the Assessor for each of the Towns;

   * the Board of Assessment Review of each of the Towns; and

   * Sullivan County.

Ian T. Peck, Esq., at Haynes and Boone, LLP, in Dallas, Texas,
relates that in July 1999, the Debtors purchased the Bethel Power
Plant, the Forestburgh Power Plant and the Lumberland Power
Plant, along with other power plants in New York State, from O&R
and Consolidated Edison Company of New York, Inc.  Of the
$475,000,000 paid for the assets, the Debtors allocated
$15,321,594 to the Sullivan Power Plants.  The Sullivan Power
Plants are capable of generating a combined 26 megawatts of
electricity at peak operations.

Because the Sullivan Power Plants are located in the Towns, they
are subject to yearly ad valorem taxes by the Sullivan Tax
Authorities.  After the Debtors' purchase, the Sullivan Power
Plants have been taxed on these equalized assessments of value:

   Year       Bethel         Forestburgh         Lumberland
   ----       ------         -----------         ----------
   2000     $8,137,572       $18,357,364        $39,173,060
   2001      8,487,425        18,823,930         39,378,901
   2002      8,659,612        22,409,729         55,537,408
   2003      8,400,745        23,385,212         40,395,709

Mr. Peck informs Judge Lynn that there were no capital
improvements on any of the Sullivan Power Plants between 2000 and
2003.  For each year from 2000 to 2003, the Sullivan Tax
Authorities levied real property taxes against the Sullivan Power
Plants in excess of $2,000,000.  In 2003, those taxes accounted
for 58% of the Sullivan Power Plants' combined operating
expenses.

For what the Debtors saw to be an enormous disparity between the
$15,321,594 aggregate book value of the Sullivan Power Plants in
1999 and the aggregate assessed value in subsequent years, Mirant
NY timely commenced tax certiorari proceedings in New York state
court to challenge the valuation by the Sullivan Tax Authorities.  
In the Sullivan State Proceedings, Mirant NY claimed a reduction
in the assessed values of the Sullivan Power Plants, which would
result in refunds of about $5,512,526.

According to Mr. Peck, the Sullivan State Proceedings did not
materially progress in state court.  Indeed, from 2000-2002, the
Sullivan State Proceedings were not assigned to a judge, no
discovery had taken place and no motions were filed.  Also, the
Sullivan State Proceedings were essentially suspended while
Mirant and the Town of Haverstraw, New York negotiated and
executed a settlement agreement presumably resolving a similar
real property tax dispute.  Mirant believed that the Haverstraw
Settlement would serve as a model settlement for the Sullivan
State Proceedings.  However, Haverstraw reneged within a week of
signing the Haverstraw Settlement.  Mirant sought to enforce the
Haverstraw Settlement, but in April 2003, the New York Appellate
Division reversed the trial court decision and refused to enforce
the Haverstraw Settlement.

To ensure the efficient administration of the Debtors' bankruptcy
estates and to provide accelerated visibility to the ongoing
financial viability of their generation assets in New York, the
Debtors asked the Bankruptcy Court to determine their correct New
York real property tax liabilities related to the New York Power
Plants, including the Sullivan Power Plants.

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

To preserve its rights under the Bankruptcy Code, including its
setoff rights under Section 558 of the Bankruptcy Code, Mirant NY
did not pay its 2003 tax bills of $2,223,404 issued by the
Sullivan Tax Authorities:

   (a) County/Town tax bills issued for the tax period
       January 1, 2003 to December 31, 2003, totaling $921,119;
       and

   (b) School District tax bills issued for the tax period
       July 1, 2003 to June 30, 2004, totaling $1,232,285.

On April 1, 2004, the County paid the $2,223,404 of Unpaid 2003-
2004 Sullivan Taxes to the Towns and the School Districts.  
Absent the Settlement Agreement, Mirant NY could eventually owe
the County $2,223,404 for the assessment year 2003 plus
applicable penalties and interest at a 12% annual statutory rate.

Under the January 8 Order, the dispute between the Debtors and
the Sullivan Tax Authorities are to be tried either by the
Bankruptcy Court or the New York Court no later than September
2004.  Given the Court's directive, the Debtors immediately began
to prepare for trial in state court.  The Debtors sought to
depose Forestburgh's and Lumberland's assessors concerning the
value of the Forestburgh Power Plant and the Lumberland Power
Plant by notices of deposition dated May 14, 2004.  Despite
Forestburgh and Lumberland's protest, on June 23, 2004, the Court
authorized the Debtors to depose the Forestburgh and Lumberland
assessors for a limited time and scope.  The Sullivan Tax
Authorities proposed adjourning the depositions to discuss
settlement of the Sullivan State Proceedings, which the Debtors
agreed.

The settlement discussions resulted in the parties' entry of a
settlement agreement, which:

   (a) resolves the pending 2000, 2001, 2002 and 2003 real
       property tax disputes;

   (b) establishes a value for real property tax purposes for
       the Sullivan Power Plants through 2006, the maximum look-
       forward permitted by law;

   (c) reduces the equalized assessed value for the Bethel Power
       Plant by more than 66%, from $8,400,744 to $2,800,248;

   (d) reduces the equalized assessed value for the Forestburgh
       Power Plant by more than 66%, from $23,385,211 to
       $7,795,058;

   (e) reduces the equalized assessed value for the Lumberland
       Power Plant by more than 60%, from $40,395,709 to
       $16,058,700; and

   (f) reduces the tax assessments of the Sullivan Power Plants
       based on the "Original Assessments" as they appear on the
       New York tax assessment rolls by about 66% for 2002 to
       2004 Assessment and 33% for 2001 Assessment.  

The Settlement Agreement does not change the Original Assessments
for 2000.

The Sullivan Tax Authorities owe Mirant NY $2,186,604 in refunds
for the years 2000, 2001 and 2002.

The Settlement Agreement further provides that:

   (1) The Sullivan Tax Authorities will waive all penalties and
       interests resulting from Mirant NY's non-payment of 2003
       taxes, provided Mirant NY makes payment, by way of
       offset, no later than January 31, 2005;

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

   (3) The Mirant Entities will release the Sullivan Tax
       Authority Entities from all claims in the Sullivan State
       Proceedings and the 505 Action; and

   (4) The parties will use their best efforts to obtain timely
       entry of a New York State Court order dismissing the
       Sullivan State Proceedings with prejudice by executing a
       stipulation of discontinuance.

Mr. Peck contends that the Settlement Agreement is favorable to
the Debtors because:

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

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

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

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

   (v) the Debtors will have additional annual cash flow of
       about $4,555,806 for 2004 through 2006 based on the
       reduction of real property taxes; and

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

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- together with its direct and indirect  
subsidiaries, generate, sell and deliver electricity in North
America, the Philippines and the Caribbean.  The Company filed for
chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex.
03-46590).  Thomas E. Lauria, Esq., at White & Case LLP represent
the Debtors in their restructuring efforts.  When the Company
filed for protection from their creditors, they listed
$20,574,000,000 in assets and $11,401,000,000 in debts. (Mirant
Bankruptcy News, Issue No. 41; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


MUZAK HOLDINGS: Liquidity Concerns Prompt S&P B- Rating Downgrade
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on Muzak Holdings LLC and Muzak LLC, which are analyzed on
a consolidated basis, to 'B-' from 'B'.  At the same time,
Standard & Poor's lowered all of Muzak's issue ratings one notch,
and placed all of the company's ratings on CreditWatch with
negative implications.

The Fort Mill, South Carolina-based provider of business music
services had about $424 million in consolidated debt and $150
million in debt-like preferred stock at June 30, 2004.

"The downgrade and CreditWatch listing are the result of Muzak's
continued earnings underperformance and significant concerns about
its liquidity," according to Standard & Poor's credit analyst
Steve Wilkinson.  He added, "Muzak's EBITDA growth has been weak,
despite higher sales, because of various expense increases and a
shift in equipment sales to lower-margin products.  This is
precluding the EBITDA growth needed to maintain compliance with
its bank financial covenants in future quarters, and is hampering
its ability to improve its negative discretionary cash flow."

Second quarter EBITDA, adjusted for restructuring expenses, was up
just 1.9% on a 4.5% increase in sales. Key credit measures are
strained with lease-adjusted debt plus the liquidation value of
preferred stock of about 8x and lease-adjusted EBITDA coverage of
interest plus pay-in-kind dividends of only about 1.1x.  Coverage
excluding the non-cash dividends is better at about 1.7x, but
discretionary cash flow remains negative due to large capital
outlays for new customer accounts.  Muzak announced a major
restructuring program to centralize operations to reduce costs and
improve control and efficiency, but these efforts are not expected
to materially improve near-term profitability or cash flow.  The
company expects to be in violation of its bank financial covenants
at the end of the third quarter due, in part, to expected cash
restructuring costs.  As a result, Muzak will need to further
amend the bank financial covenants that were loosened in May to
avoid a covenant default and preserve revolving credit borrowing
access, which is critical given its cash flow deficit and lack of
other sources of liquidity.

Resolution of the CreditWatch listing will depend on Muzak's
success in alleviating bank covenant pressure and ensuring
sufficient liquidity for its near-term needs.  Failure to
adequately address these issues could lead to further downgrades.


NATIONAL CENTURY: Court Approves $4.5 Million Lincoln Clinic Sale
-----------------------------------------------------------------
Judge Calhoun authorizes the Unencumbered Assets Trust, as
successor-in-interest to Debtor Memorial Drive Office Complex,
LLC, and Mark Aprahamian or his designee to consummate the sale
of the Lincoln Hospital Medical Clinic for $4,525,000 and
otherwise on the terms of Mr. Aprahamian's bid at the Auction and
the Bidding Procedures Order.

As previously reported in the Troubled Company Reporter's July 21,
2004 edition, Michael S. Kogan, Esq., at Ervin, Cohen & Jessup, in
Beverly Hills, California, reminded the U.S. Bankruptcy Court for
the District of Ohio that at the auction for the sale of the
Lincoln Hospital Property, Mark Aprahamian offered the second-
highest bid at $4,525,00.  Mr. Aprahamian was a Qualified Bidder
under the Bid Procedures Order and timely submitted the requisite
$25,000 deposit and other information to participate in the
Auction.

Apparently, Liberty National will not close the sale of the
Lincoln Hospital Property because of potential environmental
issues.  Therefore, Mr. Aprahamian asks the Court to:

   (a) approve the sale of the property to him;

   (b) direct MDOC to prepare and execute a purchase agreement
       with him;

   (c) determine that he is a good faith purchaser.

                  Trust Amends Purchase Agreement

David A. Beck, Esq., at Jones Day Reavis & Pogue, in Chicago,
Illinois, reports that since the National Century Financial
Enterprises, Inc. Debtors' emergence from bankruptcy, the
Unencumbered Assets Trust and Liberty National Enterprise, L.P.,
have engaged in discussions regarding the sale of the Lincoln
Hospital Property.  Liberty National has raised concerns and
potential claims regarding the environmental condition of the
Lincoln Hospital Property, and other issues regarding the parties'
rights and obligations under the Purchase Agreement.

To resolve their disputes, the Trust, Liberty National and
Platnum Properties L.P., as Liberty National's assignee under the
Purchase Agreement, have agreed in principle to amend the
Purchase Agreement on these terms:

A. Modification of Purchase Price

   The purchase price for the Lincoln Hospital Property would be
   reduced to $4,530,000.

B. Environmental Issues

   Platnum would agree that it has received a copy of the Limited
   Subsurface Soil Sampling and Testing Report for the Property
   Located at 115-129 East Washington Boulevard, Los Angeles,   
   California, dated June 18, 2004, by Environmental Managers &
   Auditors, Inc. -- the Phase II Report.  

   Platnum would further agree that its purchase of the Lincoln
   Hospital Property is based solely on its review of the Phase
   II Report and its own expertise and not on any representations
   made by MDOC, the Trust or their officers, directors,
   employees, agents or attorneys.

   Platnum and Liberty National also would release MDOC, the
   Trust and their officers, directors, employees, agents,
   attorneys and other professionals from any and all claims
   relating to the condition of the Lincoln Hospital Property,
   including any environmental claims.

C. Resolution of Disputes Relating to Lincoln Hospital

   Liberty National would agree to take all steps necessary to
   dismiss its appeal of the Court Order vacating the April 16,
   2004 Sale Order.  On the dismissal of the Appeal, the Trust
   will return to Liberty National the $25,000 deposit made in
   connection with the auction of the Lincoln Hospital Property.
   Upon the return of the Deposit, MDOC, the Trust, Liberty
   National and Platnum would be deemed to have released each
   other and their officers, directors, employees, agents,
   attorneys and other professionals from any and all claims,
   obligations, suits, judgments, damages, demands, debts,
   rights, causes of action and liabilities relating to the asset
   purchase agreement for the Lincoln Hospital, the marketing and
   auction of the Lincoln Hospital or the Vacating Order.

The Trust believes that the transaction is wholly consistent with
the Bidding Procedures Order and the Plan Confirmation Order.  
Moreover, the Plan provides that the Debtors and the Trust are
authorized to settle and compromise claim disputes without Court
approval.

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)


NDCHEALTH: Low Income Expectation Incites S&P's Negative Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Atlanta,
Georgia-based NDCHealth Corporation to negative from stable.  The
'BB-' corporate credit and senior secured bank loan ratings, and
the 'B' subordinated debt rating, were affirmed.

"The outlook revision reflects the expectation NDCHealth likely
will experience relatively lower operating profitability levels
over the near term," said Standard & Poor's credit analyst Emile
Courtney.

While sales declined by a modest 3%, to $111 million in the May
2004 quarter, EBITDA margins fell to approximately 20% in the May
2004 quarter, from about 30% in most quarters over the past two
years.

NDCHealth faces a number of challenges across several business
units, which together are expected to lower profitability. These
include:

   -- Challenging market conditions in the company's Information
      Management business;

   -- Uncertain sales growth rates for new pharmacy systems;

   -- Consolidation among pharmacy customers;

   -- Lower revenues related to the conversion to cash-only sales
      to value-added resellers in the company's physician systems
      unit; and

   -- Higher expense levels related to new product releases and
      enhanced functionality of new systems.

While total debt to EBITDA was about 3x at May 2004, total debt to
EBITDA could rise to the 4x range over the intermediate term.

The ratings continue to reflect a narrow product offering and a
leveraged financial profile, offset somewhat by the company's good
pharmacy market position and recurring revenue streams.  Total
lease-adjusted debt was about $355 million as of May 2004.
NDCHealth's below-average business profile reflects its highly
fragmented and competitive health care information technology (IT)
marketplace.  In addition, although the overall health care market
is large, NDCHealth's product focus is narrow, and the company has
increased its acquisition activity, spending $240 million in the
past two years, adding to its product portfolio.  Despite its
narrow focus, NDCHealth's business profile is supported by its
leading position in the pharmacy market, where it is connected to
more than 90% of U.S. pharmacies and processes about 60% of
claims.

NDCHealth provides its transaction processing products to the
health care industry via its proprietary network, its point-of-
service systems, and its information management services.  
Products include electronic claims processing, adjudication, and
payment systems, as well as database information on prescription
drug sales and pharmacy operations.


NDCHEALTH: Moody's Affirms Ba3 Senior Implied & B2 Sub. Ratings
---------------------------------------------------------------
Moody's Investors Service has affirmed NDCHealth Corporation's Ba3
senior implied rating and B2 senior subordinated rating on news of
its weak financial performance for its fiscal fourth quarter ended
May 28, 2004.  The rating outlook remains negative.

The negative outlook reflects the company's lengthened rollout
schedule of T-Rex One Enterprise software, reduced demand for its
legacy software offerings, a weak spending environment in the
pharmaceutical industry, and the near-term negative impact
associated with the company's change to selling Physician software
to value added resellers (VARs) on a cash basis instead of with
credit terms.  Collectively, these factors have contributed to an
18% year over year operating profit decline to operating income of
$75 million for its fiscal year ended May 28, 2004.  To the extent
that the company returns to profitable revenue growth beginning in
its second fiscal quarter ending November 2004 and achieves
meaningful debt reduction, the ratings may stabilize.  If
fundamental financial performance continues to weaken or
flexibility under the financial covenants of its bank credit
facilities continues to erode, the ratings would likely come under
downward rating pressure in the near term.  The company was in
compliance with the financial covenants of existing bank
facilities as of fiscal fourth quarter ended May 28, 2004.

NDCHealth's Ba3 senior implied and B2 convertible subordinated
debt ratings reflect moderate financial leverage, as measured by
debt to revenues, debt to EBITDA, and free cash flow to debt, as
well as the growing demand for pharmacy management software.

NDCHealth, headquartered in Atlanta, Georgia, is a network-based
health information company.


NEW WEATHERVANE: Retains Hilco as Real Estate Consultant
--------------------------------------------------------
New Weathervane Retail Corporation and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware for
permission to retain Hilco Real Estate, LLC, as their real estate
consultant.

The Debtors tell the Court that they need the services of a real
estate consultant to assist them in marketing their leases and
fee-owned property.

Hilco Real Estate is well-recognized and extremely well-qualified
to perform the services needed.  The Debtors submit that Hilco's
retention as a real estate consultant is in the bests interests of
the estates and their creditors.

Hilco Real Estate agrees to provide consulting and advisory
services in connection with successfully negotiating advantageous
assumption and assignment agreements and claims reduction
agreements with respect to the Leases.  These services will
include:

   a) meeting with Company to ascertain Company's goals,
      objectives and financial parameters;

   b) developing and designing a marketing program for the sale
      and assignment of the Leases;

   c) at Company's direction and on Company's behalf,
      negotiating the terms of such agreements with the
      landlords under the Leases;

   d) where appropriate and in conjunction with the Company,
      coordinating and organizing the bidding procedures and
      sale process in order to maximize the attendance of all
      interested bidders for the sale and assignment of the
      Leases;

   e) at Company's direction and on Company's behalf,
      negotiating the terms of the agreements for the assignment
      of the Leases and claim reduction agreements; and

   f) reporting periodically to Company regarding the status of
      negotiations.

Hilco Real Estate will receive:

   (i) 2% of all Gross Proceeds less than $200,000, plus

  (ii) 3% of all Gross Proceeds equal to or greater than
       $200,000, but less than $400,000, plus

(iii) 6% of all Gross Lease Proceeds equal to or greater than
       $400,000, but less than $600,000, plus

  (iv) 4% of all Gross Proceeds equal to or greater than
       $600,000.

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


NEWFIELD: S&P Gives BB- Rating to Proposed $300 Million Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Newfield Exploration Co. (BB+/Stable/--) and assigned its 'BB-'
subordinated rating to Newfield's proposed $300 million
subordinated notes due 2014.  The rating actions follow a review
of the recently announced acquisition of Inland Resources, Inc.,
The outlook remains stable.

Houston, Texas-based Newfield has roughly $1.1 billion of debt,
pro forma its recent acquisition.

"Standard & Poor's views the acquisition of Inland Resources as
neutral to Newfield's credit quality," said Standard & Poor's
credit analyst Paul B. Harvey.  "The transaction will strengthen
Newfield's business position by providing operational
diversification and extending Newfield's reserve life to about
seven years from a very short five years," he continued.

Inland Resources has substantial proved undeveloped reserves that
if commercialized, would provide Newfield with an avenue for
future reserve and production growth.  Risks associated with
fluctuating oil prices also have been tempered through price
hedges.  Newfield has added to existing Inland Resources hedges
bringing total hedged production to roughly 70%, ensuring solid
margins in the near to medium term.

A significant portion of Newfield's cash flow remains tied to the
Gulf of Mexico, which (pro forma for the recent Denbury Resources,
Inc., (BB-/Positive/--) and Inland acquisitions) contains about
33% of the company's reserves and 40% of its production. This
concentration in a fiercely competitive, mature region contributes
to a worse-than-normal, companywide cost structure with estimated
all-in costs (including financing charges) of around $3.30 per
thousand cubic feet equivalent (mcfe) of production (versus
Standard & Poor's expected long-term gas price of about $3.75 per
mcfe).  The stable outlook expects continuing moderate financial
policies while Newfield maintains its aggressive growth strategy.  
Debt leverage is expected to improve in the near term, with any
future acquisitions funded in a balanced manner that does not
hinder expected debt repayment.


NORTEL NETWORKS: Filed Shareholder Complaint in N.Y. on July 30
---------------------------------------------------------------
Nortel Networks Corporation (NYSE:NT)(TSX:NT) and its principal
operating subsidiary, Nortel Networks Limited, provided a status
update pursuant to the alternative information guidelines of the
Ontario Securities Commission. These guidelines contemplate that
the Company and NNL will normally provide bi-weekly updates on
their affairs until such time as they are current with their
filing obligations under Canadian securities laws.

The Company and NNL reported that there have been no material
developments in the matters reported in their status updates of
June 2, 2004, June 29, 2004, July 13, 2004, and July 27, 2004,
with the exception of the matters described in this press release.

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

The Company expects to be in a position to announce estimated
limited preliminary unaudited results for the first and second
quarters of 2004, and to provide an update on the restatement
impacts, on August 19, 2004. These estimated results will be
subject to change and to the limitations outlined. The final
unaudited results for the first and second quarters of 2004 will
be available upon the filing of the quarterly reports for such
periods which the Company expects to file by the end of the third
quarter of 2004. The Company will hold a conference call at 8:30
a.m. ET on August 19, 2004 to discuss the announcements.

The Company expects to file, by the end of the third quarter of
2004, financial statements for the year 2003 and the first and
second quarters of 2004 and related periodic reports, and follow
thereafter, as soon as practicable, with any required amendments
to periodic reports for prior periods.

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

                  Status of Civil Proceedings

On July 12, 2004, the Company received a letter purporting to be
on behalf of certain shareholders of Nortel Networks. The letter
claimed that certain directors and officers, and certain former
directors and officers, of Nortel Networks breached fiduciary
duties owed to the Company during the period from 2000 to 2003
including by:

   (i) causing the Company to engage in unlawful conduct or
       failing to prevent such conduct;

  (ii) causing the Company to issue false statements; and

(iii) violating the law. The letter required that the Company
       seek to recover its damages arising from the alleged
       breaches.

The letter demanded that the Company commence a proposed action
against the listed individuals within 14 days or the shareholders
would do so.  By return letter dated July 20, 2004, Nortel
Networks confirmed that its Board of Directors would carefully
consider the matters that had been raised. However, given the
nature and extent of the allegations, the Company stated that it
was not realistic for a response to be provided within the 14-day
deadline. The Company's Board of Directors have appointed a
Special Committee to investigate, review and evaluate the facts
and circumstances surrounding the allegations made in the letter.
A complaint, substantially in the same form as the complaint that
accompanied the earlier letter, was filed on July 30, 2004 in the
United States District Court for the Southern District of New
York.

Nortel Networks is an industry leader and innovator focused on
transforming how the world communicates and exchanges information.
The Company is supplying its service provider and enterprise
customers with communications technology and infrastructure to
enable value-added IP data, voice and multimedia services spanning
Wireless Networks, Wireline Networks, Enterprise Networks, and
Optical Networks. As a global company, Nortel Networks does
business in more than 150 countries. More information about Nortel
Networks can be found on the Web at http://www.nortelnetworks.com/  
or http://www.nortelnetworks.com/media_center


NORTHWESTERN CORP: Identifies Seven New Directors
-------------------------------------------------
NorthWestern Corporation (Pink Sheets: NTHWQ) filed a notice of
designation of new members to the reorganized Company's board of
directors with the U.S. Bankruptcy Court for the District of
Delaware. The notice is required to be filed 15 days prior to the
Company's confirmation hearing which is scheduled for Aug. 25,
2004.

The new board will consist of six independent directors and one
inside director. The designees include:

    Dr. Ernest Linn Draper, Jr.

   -- Dr. Draper recently retired as Chairman, President and
      Chief Executive Officer of American Electric Power Co., Inc.
      (AEP), one of the nation's largest public utility holding
      companies, based in Columbus, Ohio.  Dr. Draper led AEP from
      1993 until his retirement as Chairman of the Board on Feb.
      24, 2004.  Prior to leading AEP, Dr. Draper served as
      Chairman of the Board, President and Chief Executive Officer
      of Gulf States Utilities Company, Beaumont, Texas.

   -- Dr. Draper also serves on the board of directors of Sprint,
      Temple-Inland and Borden Chemicals and Plastics, LP.

   -- Dr. Draper currently splits his time between Ohio and Texas.  
      He holds a bachelor's and master's degree in chemical    
      engineering from Rice University and a PhD in nuclear
      science and engineering from Cornell University.


    Corbin A. McNeill, Jr.

   -- Mr. McNeill is the retired Chairman and Co-Chief Executive
      Officer of Exelon Corporation, one of the nation's largest
      public utility companies, based in Chicago.  The company was
      formed following the October 2000 merger of PECO Energy
      Company and Unicom Corporation.

      Prior to the merger, Mr. McNeill was Chairman, President and
      Chief Executive Officer of PECO Energy, Philadephia, Pa.  He
      also served in key executive operating roles at Public
      Service Electric and Gas Company and the New York Power
      Authority.

   -- Mr. McNeill currently serves on the board of directors of
      the proposed reorganized Enron Corporation having been
      recruited to the board in 2002 as part of the company's
      bankruptcy reorganization.  He also serves as nonexecutive
      Chairman of CrossCountry Energy, LLC, which is part of the
      Enron reorganization.  In addition, he serves on the boards
      of Associated Electric & Gas Insurance Services Ltd.
      (AEGIS), an insurance and risk management service provider
      to utilities.

   -- A resident of Jackson, Wyo., Mr. McNeill has a bachelor's
      degree in marine engineering from the U.S. Naval Academy and
      completed Stanford University's executive development
      program.


    Stephen P. Adik

   -- Mr. Adik recently retired as Vice Chairman of NiSource,
      Inc., a Merrillville, Ind.-based electric and natural gas
      production, transmission and distribution company.  Mr. Adik
      has held a number of executive positions including Chief
      Financial Officer with NiSource and its predecessor Northern
      Indiana Public Service Company.  Prior to joining NIPSCO,
      Mr. Adik held financial executive positions for American
      Natural Resources Company and three railroad companies.

   -- Mr. Adik resides in Valparaiso, Ind., and serves on
      NiSource's board of directors.

   -- Mr. Adik holds a bachelor's degree in mechanical engineering
      from Steven Institute of Technology and an MBA from
      Northwestern University.


    Julia L. Johnson

   -- Ms. Johnson is President of NetCommunications, LLC, a
      strategy consulting firm specializing in the energy,
      telecommunications and information technology public policy
      arenas.  Ms. Johnson was previously Chairperson of the
      Florida Public Service Commission which is responsible for
      the economic regulation of Florida's $16.8 billion investor-
      owned utility companies including intrastate operation of
      telecommunications, electric, gas, water and wastewater.  
      She served on the Florida PSC from January 1993 through
      January 1999 before returning to the private sector.

   -- Ms. Johnson holds a bachelor's degree in business
      administration and a law degree from the University of
      Florida and is a member of the National Bar Association and
      the Florida Bar Association.  She resides in Clermont, Fla.,
      and serves on the board of directors of Alleghany Energy, a       
      large Mid-Atlantic investor-owned electric and natural gas
      utility; Mastec, Inc., a NYSE-traded international
      communications company; and GridOne LLC, a regional electric
      transmission operating company.


    Jon S. Fossel

   -- Mr. Fossel is the retired Chairman, President and Chief
      Executive Officer of the Oppenheimer Management Corporation.  
      In addition, he held executive positions with Alliance
      Capital Management Corporation and Citicorp.

   -- Residing in Ennis, Mont., Mr. Fossel is Chairman of the
      Rocky Mountain Elk Foundation and is actively involved in
      wildlife preservation activities.  He also serves on the
      board of directors of UnumProvident Corporation, a large
      NYSE-traded insurance company, and serves as a trustee of 41
      of OpenheimerFunds' mutual funds.

   -- Mr. Fossel has a bachelor's degree in economics and a
      master's degree in finance from Tufts University.


    Philip L. Maslowe

   -- Mr. Maslowe currently serves as the nonexecutive Chairman of
      the Board of Directors of AMF Bowling Worldwide, Inc., the
      largest operators of bowling centers and provider of
      sporting goods.  He also currently serves on the Board of
      Directors of Mariner Health Inc.

   -- From 1997 through 2002, Mr. Maslowe was Executive Vice
      President and Chief Financial Officer of The Wackenhut
      Corporation, a security, staffing and privatized prisons
      corporation.  He also served as CFO with KinderCare Learning
      Centers, Thrifty Corporation and The VONS Companies, Inc.

   -- Mr. Maslowe resides in Palm Beach Gardens, Fla., and holds a
      bachelor's degree from Loyola University and a master's
      degree from Northwestern University.


    Gary G. Drook

   -- Mr. Drook was elected President and Chief Executive Officer
      of NorthWestern in August 2003, after joining the company as
      Chief Executive Officer in January 2003.

   -- Prior to joining NorthWestern, Mr. Drook served for six
      years as President and Chief Executive Officer of AFFINA,
      Inc., a Peoria, Ill., provider of customer relationship
      management programs.  In addition, Mr. Drook has 26 years of
      professional experience with Ameritech and was President of
      Network Services at his retirement in 1995.  Also while at
      Ameritech, he served as President of Ameritech Publishing,
      Senior Vice President of Business Development and President
      of Ameritech's Enhanced Business Services, along with other
      executive positions.
   
   -- A resident of Sioux Falls, S.D., Mr. Drook holds a
      bachelor's degree in business from Indiana University and
      completed the executive development program at Dartmouth
      College.  He currently serves on the board of NorthWestern
      and AFFINA.

"We are extremely pleased with the group of very distinguished
people that have agreed to help lead NorthWestern in the future.
The new board designees possess the kind of specific experience
and expertise that will be extremely valuable to the Company. We
are looking forward to working with them after we successfully
complete our restructuring in the fourth quarter of 2004," Mr.
Drook said.

                       About NorthWestern

Headquartered in Sioux Falls, South Dakota, NorthWestern  
Corporation -- http://www.northwestern.com/-- provides   
electricity and natural gas in the Upper Midwest and Northwest,  
serving approximately 608,000 customers in Montana, South Dakota  
and Nebraska.  The Debtors filed for chapter 11 protection on  
September 14, 2003 (Bankr. Del. Case No. 03-12872) (Walsh, J.).  
Scott D. Cousins, Esq., Victoria Watson Counihan, Esq., and
William E. Chipman, Jr., Esq., at Greenberg Traurig, LLP, and
Jesse H. Austin, III, Esq., and Karol K. Denniston, Esq., at Paul,  
Hastings, Janofsky & Walker, LLP, represent the Debtors in their  
restructuring efforts.  On the Petition Date, the Debtors reported  
$2,624,886,000 in assets and liabilities totaling $2,758,578,000.


OCEANVIEW: Fitch Places BB-Rated Class C Notes on Negative Watch
----------------------------------------------------------------
Fitch Ratings places four classes of notes issued by Oceanview CBO
I Ltd. (Oceanview) on Rating Watch Negative:

   -- $28,000,000 class A-2 notes rated 'AA';
   -- $10,000,000 class B-F notes rated 'BBB';
   -- $5,000,000 class B-V notes rated 'BBB';
   -- $2,523,893 class C notes rated 'BB'.

Oceanview is a collateralized debt obligation (CDO) managed by
Deerfield Capital Management, which closed June 27, 2002.
Oceanview is composed of 53.7% residential mortgage-backed
securities (RMBS), 13.6% CDOs, 11.4% commercial mortgage-backed
securities (CMBS), 11.2% asset-backed securities (ABS), 10.0%
corporate debt and 0.2% real estate investment trusts (REITs).

Since the completion of the ramp up period, the collateral has
deteriorated.  The class A1 overcollateralization (OC) ratio,
class A2 OC ratio and class B OC ratio have decreased from 115.9%,
107.2% and 103.0%, respectively, to 113.1%, 104.6% and 100.6% as
of the most recent trustee report dated June 30, 2004.  All OC
ratios continue to pass their respective test levels.  The Fitch
weighted average rating factor has also deteriorated from 11.3
('BBB+'/'BBB') at closing to 14.9 ('BBB'/'BBB-') with a trigger
of 17.

The deteriorating credit quality of the portfolio has increased
the credit risk of this transaction to the point the risk may no
longer be consistent with the ratings.  Fitch will review this
transaction and take appropriate rating action upon completion of
its analysis.


OXFORD AUTOMOTIVE: S&P Junks Corporate Credit & Debt Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Troy, Michigan-based Oxford Automotive Inc. to 'CCC-'
from 'B-'.  In addition, Standard & Poor's lowered its rating on
the company's second-lien senior secured debt to 'C' from 'CCC'.
Ratings remain on CreditWatch with negative implications, where
they were placed on Feb. 23, 2004.

Oxford, a supplier of specialized metal-formed systems, modules,
and assemblies to the automotive industry, had balance sheet debt
of $288 million at Dec. 31, 2003, the latest reported date.
Financial sponsor MatlinPatterson owns privately held Oxford.

"The downgrade reflects our ongoing concerns over Oxford's
liquidity," said Standard & Poor's credit analyst Nancy Messer.

As previously indicated, Oxford's liquidity is very constrained
while the company prepares for the December 2004 launch of the
Mercedes M-class program at its new McCalla, Ala. facility.

"The ratings would be lowered further if the company's liquidity
is insufficient to successfully complete the McCalla launch
activity without impairing creditors.  We expect to resolve the
CreditWatch listing after Oxford discloses its latest financial
statements and liquidity situation," Ms. Messer said.

Oxford's financials have not yet been disclosed for the fiscal
year ended March 31, 2004, or for the June 30 first quarter of
fiscal 2005.


PALCAN FUEL: Changes Company Name to Palcan Power Systems Inc.
--------------------------------------------------------------
Palcan Fuel Cells Ltd. (TSX-V:PC) changed its name to Palcan Power
Systems Inc., subject to formal approval of the TSX Venture
Exchange.  This change of name was approved by the Company's
shareholders at the Annual Meeting of Shareholders that was held
on June 8, 2004.

The Company's trading symbol on the TSX Venture Exchange will
remain unchanged as "PC" Its CUSIP number for common shares will
also remain unchanged as 696263102.

"This change in Palcan's name clearly emphasizes the significant
addition to our business of our metal hydride based, hydrogen
storage products," said Palcan's Chairman and CEO John Shen.
"Today we are much more than a fuel cell company.  We have an
opportunity to significantly advance the packaged hydrogen
infrastructure that all smaller fuel cell products must rely upon
as well as address market opportunities for bulk storage and
transportation of hydrogen. Our new name encompasses both our fuel
cell products business and the large hydrogen storage product
opportunities that will become Palcan's primary business focus as
we move forward," he added.

Since Palcan issued its Annual Report in May, it has made
significant strides in its objective of becoming a sustainable
commercial business.  In the Annual Report, six key goals for the
Company were laid out for completion by the end of the year.
Important progress on all of these goals has been made to date.

One of these goals, the completion of the engineering concept fuel
cell uninterruptible power supply, has been completed.  This
device showcases Palcan's expertise in both the fuel cell power
module area as well as the practicality of Palcan's metal hydride
hydrogen storage canisters for this type of application.  It was
shown to shareholders at the Company's Annual Meeting as well as
traveling to the 15th World Hydrogen Conference held in Tokyo,
Japan.  The Company has also filed its first US patent in the
metal hydride canister area for a new concept of valve that
matches the needs of this product.

                          About Palcan

Palcan Fuel Cells Ltd. is a leading developer and manufacturer of
metal hydride hydrogen storage products and proton exchange
membrane (PEM) fuel cell systems under 5 kilowatts.  The Company's
proprietary and patent pending technologies form the core of the
PalPac(TM) Power Products.  A unique and integrated fuel cell
power system aimed directly at low output applications where
batteries and smaller internal combustion engines (ICE) are the
power source.  These include stationary, marine, military and
portable power applications.  The Company's manufacturing,
research and development facilities are located in Burnaby,
British Columbia and Jiaxing, China.  The Company trades on the
TSX Venture Exchange under the symbol "PC".

At December 31, 2003, Palcan's balance sheet shows that its
stockholders' deficit widened to $936,693 from $129,888 a year
earlier.  


PALCAN FUEL: Plans to Form Technical Group to Guide Product Dev't
-----------------------------------------------------------------
Palcan Fuel Cells Ltd. (TSX-V:PC) now known as Palcan Power
Systems Inc., significantly strengthened Palcan's Board of
Directors.

Dr. Edwin Levy joined the Board at the Annual Shareholders'
Meeting.  Dr. Levy is retired from a successful career at QLT Inc.
with experience in regulatory process, business development and
strategic partnering.  Mr. David Demers, CEO of Westport
Innovations was appointed to the Board in August.  He has
extensive experience in early stage companies as well as
experience and knowledge of hydrogen infrastructure issues and of
doing business in China.  Dr. William Saywell, former President of
Simon Fraser University, has also agreed to join our Board,
pending formal appointment.  Dr. Saywell played a key role in the
growth and success of Simon Fraser University for almost a decade
and has an in depth knowledge and understanding of China and Asia
which is a geographical focus for Palcan.  These additions to the
Board of Directors are all made with the goal of ensuring that we
have the experience and expertise at the Board level to provide
the appropriate guidance, council, and oversight to Management and
the Company as it becomes a commercially oriented business.

They are in the process of forming a Technical Advisory Group --
TAG -- to assist and guide the Company's technical and product
development activities.  The TAG will consist of noted technical
experts in the fuel cell and metal hydride areas.

                          About Palcan

Palcan Fuel Cells Ltd. is a leading developer and manufacturer of
metal hydride hydrogen storage products and proton exchange
membrane (PEM) fuel cell systems under 5 kilowatts.  The Company's
proprietary and patent pending technologies form the core of the
PalPac(TM) Power Products.  A unique and integrated fuel cell
power system aimed directly at low output applications where
batteries and smaller internal combustion engines (ICE) are the
power source.  These include stationary, marine, military and
portable power applications.  The Company's manufacturing,
research and development facilities are located in Burnaby,
British Columbia and Jiaxing, China.  The Company trades on the
TSX Venture Exchange under the symbol "PC".

At December 31, 2003, Palcan's balance sheet shows that its
stockholders' deficit widened to $936,693 from $129,888 a year
earlier.  


PARMALAT GROUP: Bondi Sues UBS in Parma Court to Recover EUR290M
----------------------------------------------------------------
Parmalat Finanziaria SpA in Extraordinary Administration
communicates that Dr. Enrico Bondi, in his role as Extraordinary
Commissioner of Parmalat Finance Corporation BV has filed a claim
with the Court of Parma against UBS Limited, in the form of a
revocatory action under article 67 of the Italian bankruptcy law
in connection with the transaction carried out in July 2003 which
saw the issue of two bonds for a total nominal value of EUR420
million in the context of which Parmalat BV acquired from UBS
EUR290 million in bonds from Banco Totta & A?ores S.A.  The latter
were Credit Linked Notes that were underwritten by UBS by way of
protection against a default risk of the Parmalat Group.

The amount being sought under this revocatory action is EUR290
million plus interest.

Further, the Extraordinary Commissioner has reserved the right to
act separately to recover damages from UBS.

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion  
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese,  butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located  
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-
11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP represent the Debtors in their
restructuring efforts.  On June 30, 2003, the Debtors listed
EUR2,001,818,912 in assets and EUR1,061,786,417 in debts.
(Parmalat Bankruptcy News, Issue No. 27; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


PILLOWTEX CORP: Wants to Employ Flanagan/Bilton as Tax Counsel
-------------------------------------------------------------
Pillowtex Corporation and its debtor-affiliates sought and
obtained Bankruptcy Court authority to employ Flanagan/Bilton to
represent them in Property Tax Disputes relating to property
located outside of North Carolina -- specifically, Illinois,
Georgia, Texas, Virginia, Pennsylvania, California, Alabama,
Mississippi and South Carolina, and in the province of Ontario,
Canada.

Flanagan is a law firm with offices located at 200 E. Randolph
Drive, Suite 6900 in Chicago, Illinois.  Flanagan has particular
expertise in the field of municipal, county and state property
taxation.  Throughout the United States of America and in
Ontario, Canada, Flanagan has been representing property owners in
ad valorem taxes.

According to Gilbert R. Saydah, Jr., Esq., at Morris Nichols
Arsht & Tunnel, in Wilmington, Delaware, Flanagan will represent
the Debtors in connection with revaluation of real and personal
property by local and state taxing authorities, and the appeal of
certain tax assessments in respect of state and local ad valorem
taxes.  Flanagan will also represent the Debtors in property tax
negotiations and at any related hearings and proceedings and
promptly inform the Debtors of any development in these matters
including offers of any settlement.

Flanagan will be paid on a contingency fee basis plus costs
incurred in connection with its property tax services:

    * A contingency fee equal to 25% of the tax savings, refunds
      or credits realized by the Debtors as a result of negotiated
      settlements, administrative actions, state appeal board
      actions, or court proceedings.

    * Reimbursement for ordinary and necessary costs and expenses
      including third-party expert fees, appraisal fees, and out-
      of-pocket costs and disbursements.

Flanagan partner Dean H. Bilton, Esq., assures the Court that the
firm had not been retained to assist any entity or person other
than the Debtors on matters relating to, or in connection with
these Chapter 11 cases.

Mr. Bilton contends that Flanagan is "disinterested" as defined in
Section 101(14) of the Bankruptcy Code, as modified by Section
1107(b).  Flanagan represents no interest adverse to the Debtors.

Headquartered in Dallas, Texas, Pillowtex Corporation --
http://www.pillowtex.com/-- sold 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), emerged from bankruptcy under a
chapter 11 plan, and filed a second time on July 30, 2003 (Bankr.
Del. Case No. 03-12339).  The second chapter 11 filing triggered
sales of substantially all of the Company's assets.  David G.
Heiman, Esq., at Jones Day, and William H. Sudell, Jr., Esq., at
Morris Nichols Arsht & Tunnel, represent the Debtors.  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)


PRESIDENT CASINOS: Penn Nat'l Buying St. Louis Unit for $28 Mil.
----------------------------------------------------------------
President Casinos, Inc. (OTC:PREZQ.OB) has entered into an
agreement with Penn National Gaming, Inc. Under the terms of the
agreement, the stock of its St. Louis subsidiary, President
Riverboat Casino-Missouri, Inc., will be sold for approximately
$28.0 million, subject to working capital adjustments. The
agreement will be submitted to the United States Bankruptcy Court
for the Eastern District of Missouri and will be subject to a
potential overbid. Contingent upon licensing by the Missouri
Gaming Commission, the closing is anticipated to occur in the
Spring of 2005. It is anticipated that the operation will continue
in St. Louis with the new owners.

Libra Securities, LLC acted as advisor to President Casinos, Inc.
in this transaction.

                        About Penn National

Penn National Gaming (S&P, BB- Corporate Credit Rating, Stable)  
owns and operates: three Hollywood Casino properties located in  
Aurora, Illinois, Tunica, Mississippi and Shreveport, Louisiana;  
Charles Town Races & Slots(TM) in Charles Town, West Virginia; two  
Mississippi casinos, the Casino Magic - Bay St. Louis hotel,  
casino, golf resort and marina in Bay St. Louis and the Boomtown  
Biloxi casino in Biloxi; the Casino Rouge, a riverboat gaming  
facility in Baton Rouge, Louisiana and the Bullwhackers casino  
properties in Black Hawk, Colorado. Penn National also owns two  
racetracks and eleven off-track wagering facilities in  
Pennsylvania; the racetrack at Charles Town Races & Slots in West  
Virginia; a 50% interest in the Pennwood Racing Inc. joint venture  
which owns and operates Freehold Raceway in New Jersey; and  
operates Casino Rama, a gaming facility located approximately 90  
miles north of Toronto, Canada, pursuant to a management contract.

                       About President Casinos

President Casinos, Inc. owns and operates dockside gaming   
facilities in Biloxi, Mississippi and downtown St. Louis,   
Missouri, north of the Gateway Arch.

At May 31, 2004, President Casinos, Inc.'s balance sheet shows a   
stockholders' deficit of $52,899,000 compared to a deficit of   
$52,349,000 at February 29, 2004.


PRUDENTIAL ASSURANCE: Objections to Sec. 304 Petition Due Aug. 22
-----------------------------------------------------------------
Omni Whittington Insurance Services Limited, as Foreign
Representative of The Prudential Assurance Company Limited, Pearl
Assurance PLC, Elders Insurance Company Limited, Hiscox Insurance
Limited, and The World Marine and General Insurance PLC, asks the
U.S. Bankruptcy Court for the Southern District of New York to
enter an order giving full force and effect in the United States
to identical schemes of arrangement for each of these insurers
sanctioned by the High Court of England and Wales in London,
England, on July 9, 2004.  The Foreign Representative filed
Petitions under Section 304 of the U.S. Bankruptcy Code together
with a motion for an order binding all U.S. creditors to the
schemes of arrangement.

The Honorable Allen L. Gropper directs all creditors and
policyholders objecting to the Foreign Representative's request to
submit an answer to the Petition or file an objection to the
Motion, file that answer or objection with the Bankruptcy Clerk in
Manhattan no later than August 22, 2004, and serve a copy of the
pleading on the Foreign Representative's counsel:

       Karen Ostad, Esq.
       Dina Gielchinsky, Esq.
       Lovells
       900 Third Avenue
       New York, New York 10022

If objections or answers are filed to the relief requested in the
304 Petitions and Motion, Judge Gropper will convene a hearing on
September 8, 2004 at 9:30 a.m.

Headquartered in London, England, Prudental Assurance  --
http://www.prudential.co.uk/-- is an insurance company authorized  
to conduct general business within U.K.  Omni Whittington
Insurance Services Limited, as Foreign Representative of The
Prudential Assurance Company Limited, Pearl Assurance PLC, Elders
Insurance Company Limited, Hiscox Insurance Limited, and The World
Marine and General Insurance PLC, filed a Section 304 Petition on
July 22, 2004 (Bankr. S.D.N.Y. Case Nos. 04-14884 through
04-14888, inclusive).  Karen Ostad, Esq., and Dina Gielchinsky,
Esq., at Lovells represent the Foreign Representative.  The
Section 304 Petitions indicate that the insurers have more than
$100 million in assets and debts.


PRUDENTIAL MORTGAGE: Fitch Affirms Low B-Ratings on 5 Certificates
------------------------------------------------------------------
Fitch upgrades Prudential's ROCK commercial mortgage pass-through
certificates, series 2001-C1, as follows:

   -- $27.2 million class B to 'AAA' from 'AA';
   -- $38.6 million class C to 'A+' from 'A';
   -- $9.1 million class D to 'A' from 'A-';
   -- $11.4 million class E to 'A-' from 'BBB+';
   -- $15.9 million class F to 'BBB+' from 'BBB';
   -- $13.6 million class G to 'BBB' from 'BBB-'.

In addition, Fitch affirms the following classes:

   -- $135.1 million class A-1 at 'AAA';
   -- $536.1 million class A-2 at 'AAA';
   -- $542.1 million class X-1 at 'AAA';
   -- $897.7 million class X-2 at 'AAA';
   -- $13.6 million class H at 'BB+';
   -- $22.7 million class J at 'BB';
   -- $6.8 million class K at 'BB-';
   -- $4.5 million class L at 'B+';
   -- $9.1 million class M at 'B'.

The $4.5 million class N remains at 'CCC'. Fitch does not rate the
$7.6 million class O.

The upgrades reflect the strong pool performance and paydown since
issuance.  As of the July 2004 distribution date, the
transaction's aggregate principal balance has decreased 5.8% to
$855.8 million from $908.2 million at closing.  There are
currently no delinquent or specially serviced loans.

The master servicer, Prudential Asset Resources, collected 99% of
year-end (YE) 2003 financials.  The overall weighted average debt
service coverage ratio (DSCR) improved to 1.88 times (x) for YE
2003, an increase from 1.82x at issuance.  The top five loans,
representing 27% of the pool, also saw improved performance over
the past year with the weighted average DSCR increasing to 2.77x
for YE 2003 versus the 2.62x reported at issuance.

One loan, the RREEF America II Portfolio, representing
approximately 11% of the pool, has been given an investment-grade
credit assessment by Fitch. The $155.4 million loan is split into
an A and B note.  The $91 million A note is included in the
transaction and the $64.4 million B note is held outside the
trust.  The loan is secured by a diverse portfolio of industrial,
retail, office, and multifamily properties located in Delaware,
Texas, California, Florida, Georgia, and Arizona.  There is
approximately 3.7 million square feet of commercial space and 176
multifamily units.  The Fitch-stressed DSCR for the loan is
calculated using servicer-provided net operating income less
reserves divided by the Fitch-stressed debt service payment.  The
stressed DSCR for YE 2003 was 2.65x compared with 2.68x as of YE
2002 and 2.63x at issuance.  This number is based upon the A note
balance only.  Given the stable to improved performance, the loan
maintains an investment-grade credit assessment.


RCN CORP: Court Approves Committee's Bid to Retain Milbank Tweed
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of RCN Corporation  
needs bankruptcy lawyers to represent and prosecute the interests
of unsecured creditors in the Debtors' Chapter 11 cases.  Eric L.
Eddin, Co-Chairman of the Creditors Committee, tells Judge Drain
of the U.S. Bankruptcy Court for the Southern District of New York
that the Committee chose Milbank, Tweed, Hadley & McCoy, LLP, as
legal counsel due to its vast experience in representing a number
of creditors' committees in large Chapter 11 cases and other debt-
restructuring scenarios.  Milbank possesses extensive knowledge
and expertise in the areas of law relevant to the Debtors' cases,
and is well qualified to represent the Creditors Committee.

The Court authorizes Milbank, Tweed, Hadley & McCoy, LLP, to apply
the amounts the firm presently held as a retainer to pay any fees,
charges and disbursements relating to services it rendered to the
ad hoc committee of holders of certain notes of RCN Corporation
prior to the Petition Date that remain unpaid as of that date.   
Milbank is also authorized to hold the balance as a postpetition
retainer to be applied towards unpaid fees, expenses and
disbursements approved by the Court in connection with the firm's
final fee application in the Debtors' cases.

Headquartered in Princeton, New Jersey, RCN Corporation --
http://www.rcn.com/-- is a provider of bundled Telecommunications  
services. The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 04-13638) on
May 27, 2004.  Frederick D. Morris, Esq., and Jay M. Goffman,
Esq., at Skadden Arps Slate Meagher & Flom LLP, represent the
Debtors in their restructuring efforts. When the Debtors filed for
protection from their creditors, they listed $1,486,782,000 in
assets and $1,820,323,000 in liabilities. (RCN Corp. Bankruptcy
News, Issue No. 8; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SAN JOAQUIN LODGING: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: San Joaquin Lodging, Inc.
        dba San Joaquin All Suites Hotel
        1309 West Shaw Avenue
        Fresno, California 93711

Bankruptcy Case No.: 04-16777

Type of Business: The Debtor operates a hotel.

Chapter 11 Petition Date: August 6, 2004

Court: Eastern District Of California (Fresno)

Judge: Whitney Rimel

Debtor's Counsel: John P. Eleazarian, Esq.
                  7489 North 1st Street #104
                  Fresno, CA 93720-2823
                  Tel: 559-261-9110

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 2 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
P. G. & E.                                  $32,501

IRS                                          $6,500


SCHLOTZSKY'S: Wants BWK Trinitiy to Serve as Financial Advisors
---------------------------------------------------------------
Schlotzsky's, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Western District of Texas for permission
to employ BWK Trinity Capital Securities LLC as their financial
advisors.

BWK Trinity specializes in recapitalizations, bankruptcy
representation and informal workouts with significant experience
in the restaurant industry.

BWK Trinity is expected to:

    a) assist the Debtors in the evaluation and implementation    
       of strategic restructuring options;

    b) assist the Debtors in preparing for these chapter 11
       proceedings;

    c) assist the Debtors in complying with reporting and other
       requirements of the Bankruptcy Code including the  
       preparation of schedules of assets and liabilities,
       statements of financial affairs, monthly operating  
       reports, a disclosure statement, and a plan of
       reorganization;

    d) assist in preparing and developing information necessary
       to accomplish the Debtors' restructuring goals, including
       responding to informational requests from their creditors
       and other parties-in-interest; and

    e) assist the Debtors in identifying and securing capital
       from one or more sources, assistance that may include but   
       not be limited to:
           
          i) providing information as to the value of Debtors
             under a variety of circumstances as may be
             requested by Schlotzsky's;

         ii) identifying and evaluating Potential Transaction
             Partners of the Debtors;

        iii) pursuing key decision makers at, and arranging
             meetings with, Potential Transaction Partners;

         iv) receiving and responding to inquiries from
             Potential Transaction partners; assistance in  
             conducting due diligence on Potential
             Transaction Partners;
          
         vi) communication as requested by the Debtors, or as  
             may be required, in connection with a proposed
             transaction with independent public accountants,
             consultants and tax and legal counsel;

        vii) assistance in preparing materials to be utilized in
             discussions with Potential Transaction Partners
             which will describe the Company in such detail as  
             may be appropriate under the circumstances;

       viii) assist the Debtors in determining the values to be
             realized in any Proposed Transaction;

         ix) advice and assist the debtors in making
             presentations to the Debtors' Board of Directors
             about any Proposed Transactions;

          x) advise the Debtors concerning the structure, form,   
             terms and conditions with respect to a Proposed  
             Transaction;

         xi) assist in managing the process of documenting any
             Proposed Transaction including interfacing, as
             appropriate, with the Debtors' attorneys; and

    f) provide any other assistance as may be requested by the
       Debtors.

The Debtors will pay BWK Trinity:

   A) a $90,000 Monthly Fee; and

   B) a Success Fee equal to the greater of:

        i) $1,000,000, or
       ii) 2.0% of the aggregate consideration.

Headquartered in Austin, Texas, Schlotzsky, Inc. -- --
http://www.schlotzskys.com/-- is a franchisor and operator 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,
represent the Debtors in their restructuring efforts. When the
Debtors filed for protection from its creditors, they listed
$111,692,000 in total assets and $71,312,000 in total debts.


SENECA GAMING: Reports $18.8 Million of Net Income in 2nd Qtr.
--------------------------------------------------------------
Seneca Gaming Corporation (SGC) disclosed increased revenues and
EBITDA for the three and nine months ended June 30, 2004, and
expansion plans for its gaming facility in Salamanca, New York.  
SGC is the tribally chartered corporation of the Seneca Nation of
Indians that operates the Nation's casinos in Western New York.  
SGC through its subsidiaries, Seneca Niagara Falls Gaming
Corporation (SNFGC) and Seneca Territory Gaming Corporation
(STGC), operates two casinos located in Niagara Falls, New York --
Seneca Niagara Casino -- and Salamanca, New York -- Seneca
Allegany Casino, respectively.

SGC opened its first casino, Seneca Niagara Casino, on December
31, 2002, and its second casino, Seneca Allegany Casino, on May 1,
2004.  The comparisons discussed between the three and nine months
ended June 30, 2004 and 2003 are not directly comparable due to
the preceding fact, and that Seneca Niagara Casino did not
commence paying its $1.0 million monthly head lease payment to the
Nation for the land upon which it operates the casino until July
1, 2003.

       Three Months Ended June 30, 2004 Operating Results

For the quarter ended June 30, 2004, SGC reported consolidated
gaming revenues of $88.8 million compared to $62.0 million for the
quarter ended June 30, 2003, an increase of $26.8 million, or 43%.
Seneca Niagara Casino had gaming revenues of $71.8 million in the
quarter ended June 30, 2004 compared to $62.0 million for the
comparable 2003 quarter, an increase of $9.8 million, or 16%.
Seneca Allegany Casino opened May 1, 2004 and had gaming revenues
of $17.0 million.  Management attributes the growth in gaming
revenues at Seneca Niagara Casino and the successful opening of
Seneca Allegany Casino to the continued growth in membership in
the Seneca Link Player's Card, now over 530,000, effective
targeted promotional marketing and continued capital investment.

Consolidated EBITDA was $33.8 million for the quarter ended
June 30, 2004 compared to $28.8 million in the comparable 2003
quarter, an increase of $5.0 million, or 17%. Seneca Niagara
Casino had third quarter EBITDA of $30.8 million, compared to
$28.8 million in the comparable 2003 quarter, an increase of
$2.0 million, or 7%. During the three months ended June 30, 2004,
Seneca Niagara Casino made lease payments of $3.0 million to the
Nation for the use of the land upon which it operates the casino.
There were no such lease payments in the comparable 2003 period.  
For the three months ended June 30, 2004, Seneca Allegany Casino
had EBITDA of $3.3 million and had pre-opening expenses of $2.7
million. Seneca Allegany Casino had $6.0 million of EBITDA in its
first two months of operation. SGC incurred other operating
expenses not related to the operation of either Seneca Niagara
Casino or Seneca Allegany Casino of $300,000.

Consolidated net income for SGC for the quarter ended June 30,
2004 was $18.8 million compared to $20.3 million in the comparable
2003 quarter, a decrease of $1.5 million, or 7%.  The decrease in
net income is attributable to the higher interest costs associated
with the April 2004 offering of $300 million 7 1/4% Senior Notes,
and the borrowing of the remaining $22.7 million available under
SNFGC's existing term loan.

       Nine Months Ended June 30, 2004 Operating Results

For the nine months ended June 30, 2004, SGC's consolidated gaming
revenues were $230.7 million compared to $113.4 million in the
comparable 2003 period, an increase of $117.3 million, or 103%.  
EBITDA for the nine months ended June 30, 2004 was $93.1 million
compared to $42.3 million in the comparable 2003 period, an
increase of $50.8 million, or 120%.  Seneca Niagara Casino
contributed $91.3 million and Seneca Allegany Casino contributed
$2.3 million of EBITDA during the nine months ended June 30, 2004.
The total pre-opening expenses associated with the development and
opening of Seneca Allegany Casino was $3.7 million. Net income for
the nine months ended June 30, 2004 was $61.6 million compared to
$25.9 million in the comparable 2003 period, an increase of $35.7
million, or 138%.

G. Michael Brown, President and CEO of SGC stated, "We are
extremely pleased with the operating performance of both of our
casinos.  Seneca Niagara Casino continued its excellent
performance with a nine-month EBITDA margin of 38%.  In addition,
the opening of new competition in Ontario, Canada has not
materially affected our operating performance to date.  The May 1,
2004 opening of Seneca Allegany Casino was favorably received by
the gaming public, and over 50% of Seneca Allegany Casino's
patrons are from outside New York State.  During the first two
months of operation, we generated $6.0 million of EBITDA, which
was in line with our expectations. We expect improved operating
performance as the property matures."

                      Capital Expenditures

During the nine months ended June 30, 2004, SGC made substantial
investments in its facilities. During this period, SGC spent
$112.1 million in construction and equipment purchases.  Of that
amount, $71.4 million was expended related to the construction and
equipping of Seneca Allegany Casino, which opened May 1, 2004. In
addition, Seneca Niagara Casino made capital investments of $40.7
million related to the completion of the 2,400-space parking
garage and new bus lobby, the opening of a steakhouse restaurant,
the renovation of the mezzanine level that added 250 slot machines
and a banquet area with seating for up to 350 guests, and the
opening of a poker area with sixteen tables.

Cyrus Schindler, SGC's Chairman of the Board of Directors,
commented: "We are committed to offering our patrons a world class
gaming environment, and the amenities associated with such
operations.  The Boards of Directors of SGC and its subsidiaries,
along with the Nation's government, are well aware of the need to
reinvest and expand our properties to ensure we maintain an
inviting atmosphere to our patrons, one that is conducive to
repeat visits."

                           Expansions

In May 2004, Seneca Niagara Casino commenced construction of its
600-room luxury hotel.  By the fall of 2005 management expects to
open the public area, including 35,000 square feet of gaming space
offering 950 additional slot machines, a full-service spa and
salon, a 25,200 square foot multi-purpose room, three restaurants,
and 300 hotel rooms. Completion of this project is expected in the
spring of 2006.  This project is expected to cost approximately
$200 million.

In June 2004, Seneca Allegany Casino commenced construction on a
1,500-space parking garage.  Recently SGC and STGC's Boards of
Directors approved the addition of a 225-room hotel.  The total
cost of these projects is expected to be between $162 and $167
million and will be funded by cash flow from operations and
advances from SGC.  It is anticipated that the garage will open in
December 2004 and the hotel by the spring of 2006.

Rickey Armstrong, President of the Seneca Nation of Indians,
stated: "The expansions at both our Niagara Falls and Allegany
casinos are clear indications of the Nation's commitment to invest
in our properties.  While we are both proud and encouraged by the
operating performances and the favorable reception of our patrons
to our properties, these expansions will provide expanded gaming,
entertainment, dining, hotel and other amenities to our guests. We
intend to continue to be the leading gaming entertainment operator
in our region."

                             Other

SGC expects to amend and file its Registration Statement on Form
S-4 with the Securities and Exchange Commission on or prior to
August 16, 2004.  The amended Form S-4 shall include its three and
nine-month financial statements for the periods ended June 30,
2004 and 2003, and our Management's Discussion and Analysis of
Financial Condition and Results of Operations for these periods.

                 Non-GAAP Financial Measurement

SGC defines EBITDA as earnings before interest, taxes,
depreciation, and amortization.  SGC's calculation of EBITDA may
be different from the calculation used by other companies and
therefore comparisons of EBITDA may be limited.  EBITDA should not
be construed as a substitute for operating income or net income,
as they are determined in accordance with generally accepted
accounting principles.

                        Conference Call

Management will hold an investors conference call on Friday,
August 13, 2004 at 10:00 AM, Eastern Standard Time, to discuss our
three and nine-month operating results and our outlook for the
remainder of the fiscal year ended September 30, 2004.  We will
also provide an update regarding our expansion projects.  
Investors in our bonds are encouraged to participate.  The call
can be accessed live by calling 888-273-9887. Request the Seneca
Gaming Corporation Investors Conference Call.  Replays can be
accessed through August 20, 2004 until 5:00 PM Eastern Standard
Time by calling 800-475-6701 and using the access number 742117.

                         *     *     *

As reported in the Troubled Company Reporter's April 23, 2004,
edition, Standard & Poor's Ratings Services assigned its 'BB-'
rating to the Seneca Gaming Corporation's (SGC) proposed
$225 million senior unsecured notes due 2012.  Proceeds from the
proposed note issue, along with expected cash from operations and
existing cash balances, will be used to help fund SGC's planned
expansion project, make a $25 million distribution to the Seneca
Nation of Indians, and for fees and expenses.

In addition, a 'BB-' corporate credit rating was assigned to the
Niagara Falls, New York-based company.  The outlook is stable.  
Pro forma for the new notes, total debt outstanding at
March 31, 2004, was approximately $320 million.

SGC was created by the Nation to manage and operate three Class
III gaming facilities in western New York. The Nation consists of
approximately 7,300 members and is one of several federally
recognized Native American tribes in New York. The Nation entered
into its compact with the State of New York in 2002, which was
subsequently approved by the Bureau of Indian Affairs. The compact
expires in 2016 with a renewal option to 2023, and requires a
payment based on a percentage of slot win to the state.

"The ratings reflect SGC's current reliance on the Seneca Niagara
Casino, construction risks associated with the planned expansion
project, challenges in managing a larger gaming operation, and an
evolving competitive landscape, which includes the June 2004
opening of a large-scale casino within a few miles of the Seneca
Niagara Casino on the Canadian side of Niagara Falls and the
addition of video lottery terminals at nearby racetracks," said
Standard & Poor's credit analyst Peggy Hwan. "These factors are
mitigated by favorable demographics in its surrounding market,
strong operating performance of SNC since opening, and good
financial profile for the rating."


SIMMONS BEDDING: Boasts $6.0 Million 2nd Quarter Net Income
-----------------------------------------------------------
Simmons Bedding Company, a leading manufacturer of premium branded
bedding products, disclosed its operating results for the second
quarter ended June 26, 2004, posting increased net income on
increased second quarter sales.

For the second quarter of 2004, net sales increased 1.3% to
$201.8 million, as compared to $199.3 million in the same period
one year ago.  Wholesale bedding net sales increased 2.0% to
$187.7 million in the second quarter.  In comparison to the prior
year, Simmons' wholesale bedding average unit selling price in the
second quarter increased 4.8% while wholesale bedding unit
shipments decreased 1.3%.  The Company's retail store net sales in
the second quarter of 2004 decreased $4.2 million, or 17.9%, to
$19.2 million from $23.4 million in the second quarter of 2003,
due to the sale of the Company's Mattress Gallery retail
operations on May 1, 2004.

The Company had net income of $6.0 million in the second quarter
of 2004 compared to $3.5 million in the same period one year ago.  
The increase in net income was due principally to a 60% increase
in operating income, offset in part by increased interest expense
that resulted from the December 19, 2003 acquisition of Simmons by
affiliates of Thomas H. Lee Partners.

Adjusted EBITDA for the second quarter of 2004 decreased by
$1.3 million, or 4.2%, to $28.9 million from $30.2 million in the
second quarter of 2003.

Simmons' Chairman and Chief Executive Officer, Charlie Eitel,
said, "We are very pleased with our second quarter results when
considering the timing of this year's fiscal quarter end in
relation to the fourth of July holiday and in comparison to the
prior year second quarter, during which we had a significantly
higher growth rate as compared to the industry.  During the
quarter we achieved record sales, opened a new manufacturing
facility in Hazleton, Pennsylvania, continued construction on
another new facility in Waycross, Georgia which began production
earlier this week, finalized the sale of our Mattress Gallery
retail operations, and increased our operating cash flows."

For the first six months of 2004, net sales increased 10.2% to
$425.1 million, as compared to $385.9 million in the same period
one year ago.  Wholesale bedding net sales increased 10.9% to
$394.8 million for the first six months of 2004.  Simmons'
wholesale bedding unit shipments and wholesale bedding average
unit selling price increased 3.5% and 7.1%, respectively, in the
first six months of 2004 versus the prior year.  The Company's
retail store net sales in the first six months of 2004 decreased
$1.3 million, or 2.9%, to $44.3 million from $45.7 million in the
first six months of 2003.

The Company had net income of $9.9 million in the first six months
of 2004 compared to $11.0 million in the same period one year ago.  
The decrease in net income was due principally to increased
interest expense, intangible amortization expense, and non-
recurring expenses, all of which are related to the December 19,
2003 acquisition of Simmons by Thomas H. Lee.  Adjusted EBITDA for
the first six months of 2004 increased by $6.9 million, or 11.7 %,
to $66.2 million from $59.3 million in the first six months of
2003.

Mr. Eitel added, "While our operating earnings and net income in
the second quarter of 2004 improved compared to a year ago, our
results were negatively impacted by increases in the cost of raw
materials, primarily steel, wood and foam; increased fuel costs;
non-recurring costs associated with the closing of one
manufacturing facility; and start-up costs for our two new
manufacturing facilities.  We expect these new facilities to
generate cost savings for us by the end of 2004."

Net debt (total debt less cash) totaled $728.2 million as of
June 26, 2004, a decline of $28.9 million during the second
quarter.  For the first six months of 2004, net debt decreased by
$38.4 million as a result of increased cash flow from operations.

The Company also announced that to enhance the balance of
independent directors on the Simmons Board, Robert W. Hellyer and
William S. Creekmuir President and Executive Vice President and
Chief Financial Officer of the Company, respectively, had
relinquished their Board positions.

Mr. Eitel concluded, "We are very pleased with our financial
performance for the first six months of 2004, and are excited
about our new product lines which will be introduced in October at
the International Home Furnishings Market, and the acquisition of
the crib mattress business of Simmons Juvenile Products Company,
Inc., which we anticipate will be finalized during the third
quarter.  And while we are encouraged by industry sales in recent
months, as reported by the International Sleep Products
Association, and our own sales to date for our third quarter,
there is some concern about the impact of rising raw material
costs and fuel prices.  We remain cautiously optimistic about the
balance of 2004."

The Company will webcast its second quarter and first six months
of 2004 financial results via a conference call on Monday, August
16, 2004 beginning at 11:00 a.m. Eastern Daylight Time.  It will
be available at the Company's website http://www.simmons.com/.The  
webcast will also be available for replay through August 30, 2004.

Atlanta-based Simmons Bedding Company (S&P, B+ corporate credit
and senior secured debt ratings, 'B-' subordinated and senior
unsecured debt ratings) is one of the world's largest mattress
manufacturers, manufacturing and marketing a broad range of
products including Beautyrest(R), BackCare(R), BackCare Kids(R),
Olympic(R) Queen, Deep Sleep(R) and sang(TM).  The Company
operates 18 plants across the United States and Puerto Rico.  
Simmons is committed to helping consumers attain a higher quality
of sleep and supports its mission through a Better Sleep Through
Science(R) philosophy, which includes developing superior
mattresses and promoting a sound, smart sleep routine.  For more
information, consumers and customers can visit the Company's
website at http://www.simmons.com/


SIMMONS BEDDING: J. Messner Joins Board as Independent Director
---------------------------------------------------------------
Aug. 10 /PRNewswire/

Simmons Bedding Company, reports that B. Joseph Messner has joined
the Board of Directors of Simmons as the Company's fourth
independent director.  Joe is a seasoned chief executive who is
currently CEO of Bushnell Performance Optics, developer and
marketer of Bushnell, Tasco, Bolle and Serengeti brands of sports
optics.  Prior to being named CEO of Bushnell Performance Optics,
Mr. Messner was President and CEO of First Alert, Inc., a leading
manufacturer and marketer of residential safety products.  

The Board of Directors also includes independent directors David
A. Jones, Chairman and Chief Executive Officer of Rayovac
Corporation and Albert L. Prillaman, Chairman of Stanley Furniture
Company, Inc., both of whom were elected to the Board in
connection with Thomas H. Lee Partners' purchase of Simmons in
December 2003, and William P. Carmichael, Chairman of the Nations
Funds (Bank of America advised mutual funds), who was elected in
May of this year.

Atlanta-based Simmons Bedding Company (S&P, B+ corporate credit
and senior secured debt ratings, 'B-' subordinated and senior
unsecured debt ratings) is one of the world's largest mattress
manufacturers, manufacturing and marketing a broad range of
products including Beautyrest(R), BackCare(R), BackCare Kids(R),
Olympic(R) Queen, Deep Sleep(R) and sang(TM).  The Company
operates 18 plants across the United States and Puerto Rico.  
Simmons is committed to helping consumers attain a higher quality
of sleep and supports its mission through a Better Sleep Through
Science(R) philosophy, which includes developing superior
mattresses and promoting a sound, smart sleep routine.  For more
information, consumers and customers can visit the Company's
website at http://www.simmons.com/


SINO-FOREST CORPORATION: Details US$300 Million Debt Offering
-------------------------------------------------------------
Sino-Forest Corporation (TSX: TRE.A) discloses the details of its
previously announced note offering.  The Company has entered into
an underwriting agreement with Morgan Stanley & Co. Incorporated
whereby the Company has agreed to sell, subject to customary
conditions, US$300 million of non-convertible guaranteed senior
notes in the international markets.  The notes shall bear interest
at a rate of 9-1/8% per annum, payable semi-annually, and shall
have a maturity date of seven years from the date of issuance.
Morgan Stanley is the sole underwriter in connection with this
offering.

The Company intends to use the net proceeds of the offering to
repay approximately US$92 million of existing indebtedness, to
acquire mature pine tree plantations in Heyuan, Guangdong Province
and to use the balance of the net proceeds for general working
capital purposes.  A copy of the final offering memorandum being
delivered to investors will be available on http://www.sedar.com/  

It is expected that the closing of the note offering will take
place on or about August 17, 2004.  The Company has received
approval in principle from the Singapore Exchange Securities
Trading Limited for the listing and quotation of the notes on the
official list of the SGX-ST.

The notes have been given a Ba2 (stable) rating by Moody's
Investors Services and a BB- (stable) rating by Standard & Poor's
Rating Services.


SK GLOBAL AMERICA: Wants Until Sept. 30 to Solicit Votes on Plan
----------------------------------------------------------------
Pursuant to Section 1121(d) of the Bankruptcy Code, SK Global
America, Inc., asks the Court to further extend its exclusive
period to solicit acceptances of its Liquidation Plan to
September 30, 2004, without prejudice to its right to seek
additional extensions.

Scott E. Ratner, Esq., at Togut, Segal & Segal, LLP, in New York,
relates that the Debtor has made significant progress in its
Chapter 11 case.  Specifically, the Debtor has negotiated and
promulgated its Liquidation Plan, which is supported by its
largest creditors.  The Court also approved the Debtor's
Disclosure Statement on August 4, 2004.  On September 15, 2004 at
10:00 a.m., Judge Blackshear will consider confirmation of the
Liquidation Plan.

Mr. Ratner asserts that an extension of the Solicitation Period
will not harm or prejudice the Debtor's creditors, and will
instead allow for the orderly and efficient prosecution of
confirmation of the Plan, thereby benefiting the Debtor and its
creditors.

"The Debtor is seeking an extension of the Solicitation Period to
continue the confirmation process without the destabilizing
effects of competing plans that could be interposed," Mr. Ratner
explains.  Extending the Solicitation Period will afford the
Debtor and all other parties-in-interest an opportunity to focus
their attention and efforts toward attaining a consensual plan
confirmation, while minimizing the need for lengthy and expensive
litigation over competing plans.

While extending exclusivity will facilitate the orderly process
toward confirmation of the Plan, allowing the Solicitation Period
to expire may cause the spending of estate resources on needless
and protracted plan litigation rather than confirmation of the
Plan already on file.

On August 4, 2004, Judge Blackshear approved SK Global America,
Inc.'s Disclosure Statement.  Voting on the Plan is scheduled to
end at 5:00 p.m. on September 8, 2004, and the Court is scheduled
to consider confirmation of the plan at 10:00 a.m. on Sept. 15.

Headquartered in Fort Lee, New Jersey, SK Global America,
Inc., is a subsidiary of SK Global Co., Ltd., one of the world's
leading trading companies.  The Debtors file for chapter 11
protection on July 21, 2003 (Bankr. S.D.N.Y. Case No. 03-14625).  
Albert Togut, Esq., and Scott E. Ratner, Esq., at Togut, Segal &
Segal, LLP, represent the Debtors in their restructuring efforts.  
When they filed for bankruptcy, the Debtors reported
$3,268,611,000 in assets and $3,167,800,000 of liabilities.
(SK Global Bankruptcy News, Issue No. 21; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


SOLUTIA INC: European Subsidiary Retains Rothschild Firm
--------------------------------------------------------
Solutia Europe SA/NV, a subsidiary of Solutia, Inc., has retained
the investment banking firm of Rothschild, Inc., to explore
strategic options for its Pharmaceutical Services business, which
accounts for approximately 2% of the annual revenue of Solutia,
Inc., according to Solutia Secretary Rosemary Klein in a
regulatory filing with the Securities and Exchange Commission on
July 12, 2004.  "These options include a potential sale of the
Pharmaceutical Services business, which includes the businesses
now conducted by two Swiss subsidiaries of Solutia Europe SA/NV.
For any sale to occur, Solutia Europe SA/NV would need to obtain
the consent of its Euro Note bondholders as further provided in
the definitive documentation for the Euro Notes.  There is no
assurance that any such sale will occur."

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)


STATER BROS: Posts $5.8 Million Thirteen-Week Loss in June Quarter
------------------------------------------------------------------
Stater Bros. Holdings, Inc., disclosed financial results for the
thirteen week third quarter and thirty-nine week year-to-date
period ended on June 27, 2004.

Sales for the thirteen weeks ended June 27, 2004 increased 23.24%
to $848.0 million compared to $688.1 million for the thirteen
weeks ended June 29, 2003.  Total sales for the thirty-nine weeks
ended June 27, 2004, increased 39.93% and amounted to $2.864
billion compared to $2.047 billion for the same period in the
prior year.  Like store sales increased 17.13% and 36.15% for the
thirteen week and thirty-nine week periods ended June 27, 2004,
respectively.

The Company reported a net loss for the thirteen weeks ended
June 27, 2004 of $5.8 million after taking $25.5 million of pre-
tax interest expense ($15.1 million after tax) related to the
purchase of $397.8 million of the Company's 10.75% Senior Notes
due August 2006, the early retirement of the $20.0 million 5.0%
Subordinated Note due 2007, and the redemption of Santee
Diaries Notes.  Net income was $769,000 for the thirteen weeks
ended June 29, 2003.

Net income for the fiscal year-to-date period amounted to
$59.1 million in 2004 and $7.5 million in 2003.  The current
year's results include $34.0 million of pre-tax interest expense
($20.2 million after tax) related to purchase of $397.8 million of
the Company's 10.75% Senior Notes due August 2006, the early
retirement of the $20.0 million 5.0% Subordinated Note due 2007
and redemption of Santee Dairies Notes.  The year-to-date results
for 2004 include a $13.1 million after tax gain from litigation
settlement.  The settlement transferred the remaining 50%
ownership interest in Santee Dairies, Inc. to the Company.  
Santee's financial information after the settlement date, February
6, 2004, are consolidated in the Company's results.

On June 17, 2004, the Company issued $525.0 million of 8.125%
Senior Notes due June 15, 2012 and $175.0 million of Floating Rate
Senior Notes due June 15, 2010.  Both issues are unregistered as
of this date.

Brown said; "Our quarter and year-to-date results reflect our
Stater Bros. Family members continuing effort and dedication to
retain as many of our new "Valued Customers" as possible.  We
remain committed to providing a friendly and satisfying shopping
experience to all our "Valued Customers" on every one of their
visits to our supermarkets."

Stater Bros. Holdings Inc. is the largest privately held
Supermarket Chain in Southern California and operates 159
supermarkets through its wholly owned subsidiary, Stater Bros.
Markets.  The Company's new store program is on schedule with four
(4) new stores scheduled to open in the next 12 months.  Stater
Bros.  Markets owns and operates Santee Dairies, Inc.

For information contact: Jack H. Brown, Chairman, President and
Chief Executive Officer at (909) 783-5000.

Stater Bros. Markets currently operates 159 Full Service
Supermarket locations, with 47 in San Bernardino County, 43 in
Riverside County, 30 in Orange County, 27 in Los Angeles County,
10 in Northern San Diego County, and 2 in Kern County.  There are
over 14,500 members of the Stater Bros. "Family" of Employees.  
Headquartered in Colton, California, Stater Bros. has been serving
Southern California customers since 1936.  Stater Bros. has
announced plans to build new Full Service Supermarkets in the
Southern California communities of Adelanto, Beaumont, Wildomar
(Bear Creek), and Fontana.

                         *     *     *

As reported in the Troubled Company Reporter's June 1, 2004
edition, Standard & Poor's Rating Services raised the corporate
credit rating on Stater Bros. Holdings Inc. to 'BB-' from 'B+' and
raised the rating on the company's 10.75% senior unsecured notes
due 2006 to 'B' from 'B-'.

"The upgrade reflects the leading Southern California supermarket
chain's significantly improved credit protection measures," said
Standard & Poor's credit analyst Gerald Hirschberg. A major labor
dispute involving three of Stater's principal competitors had a
materially positive effect on the company's operations. While this
resulted in windfall sales and earnings during the period of the
strike (Oct. 11, 2003 through Feb. 28, 2004), sales following the
strike have continued to be substantially higher.


TERREMARK WORLDWIDE: June 30 Balance Sheet Upside-Down by $2.7MM
----------------------------------------------------------------
Terremark Worldwide, Inc. (AMEX:TWW), a leading operator of
integrated Tier-1 Internet exchanges and best-in-class network
services, reported its results for the quarter ended June 30,
2004.

Terremark's consolidated revenue for the quarter ended June 30,
2004 was $7.9 million compared to $5.9 million for the quarter
ended March 31, 2004, an increase of 34%. Data Center revenue
generated primarily by the NAP of the Americas increased 37% to
approximately $7.1 million for the quarter ended June 30, 2004
from $5.2 million the quarter ended March 31, 2004. The increase
in revenue was primarily the result of ramp-up in revenue from
recent customer wins.

Loss from operations decreased by $0.8 million to $4.4 million for
the quarter ended June 30, 2004 compared to a loss of $5.2 million
for the quarter ended March 31, 2004. The improvement in the
operating loss for the quarter ended June 30, 2004 was primarily
attributable to revenue growth during the June 30, 2004 quarter.

EBITDA, as adjusted, improved by $0.7 million to $3.1 million for
the quarter ended June 30, 2004 from a loss of $3.8 million for
the quarter ended March 31, 2004. EBITDA, as adjusted, is defined
as loss from operations less depreciation, amortization and stock
based compensation. EBITDA should be considered in addition to,
but not in lieu of loss from operations reported under GAAP.

As of June 30, 2004, the Company's cash balance was $33.2 million.
Utilization of total net colocation space increased to 14% from
13% as of June 30, 2004 and March 31, 2004, respectively. Cross
connects billed to customers increased by 15% to 1,628 from 1,417
as of June 30, 2004 and March 31, 2004, respectively.

Additional information regarding the Company's financial
performance as of and for the quarter ended June 30, 2004 and a
comparison to the quarter ended June 30, 2003 can be found on the
attached balance sheet and statement of operations and in the
Company's Quarterly Report on Form 10-Q.

Highlights of this quarter include:

   -- Completing the sale of $86.25 million of a 9.0% Senior
      Convertible Notes to qualified institutional buyers.
      Terremark used a portion of the net proceeds from this
      offering to repay the majority of its outstanding debt.

   -- Renewing and expanding public sector contracts.

   -- Expanding additional services to existing customers,
      including Comsat Argentina, Diveo, Emergia, Global Crossing,
      HomeXperts, Navega.com. and QoS Labs.

   -- Being selected to the Russell 2000(R) Index.

   -- Presenting at leading financial conferences such as AeA's
      High-Tech 'Micro Cap' Financial Conference.

Further, as of July 31, 2004, the Company surpassed the 165
customers mark under contract at the NAP of the Americas,
including contracts with telecommunications carriers and service
providers such as Akamai, Instituto Costaricense de Electricidad
(ICE), Telemar and MetroRed Mexico. A representative list of the
NAP of the Americas customers is available at
http://www.terremark.com/

"We are pleased with our first quarter revenue growth and expect
this increase to continue over the next several quarters," said
Manuel D. Medina, Chairman and CEO of Terremark Worldwide, Inc.
"With our significantly improved liquidity, a diverse and growing
public and private sector customer base, the continued expansion
of existing customers, the strong interest of institutional
investors in our Company and a solid visibility for growth, we
continue to validate the uniqueness of our business model."

                        Business Outlook

As previously reported, for the fiscal year ending March 31, 2005,
revenues are expected to be in the range of $60 million to $65
million, income from operations will range from $0.5 million to $3
million and EBITDA, as adjusted, will range from $5 million to $8
million. Based on anticipated increase in revenues during fiscal
year 2005, the Company expects that, for the month ending March
31, 2005, its revenue will range from $6.5 million to $7 million,
income from operations will range from $1.6 million to $2 million
and EBITDA, as adjusted, will range from $2.1 million to $2.6
million.

                  About Terremark Worldwide, Inc.

Terremark Worldwide Inc. (AMEX:TWW) is a leading operator of
integrated Tier-1 Internet exchanges and best-in-class network
services, creating technology marketplaces in strategic global
locations. Terremark is the owner and operator of the NAP of the
Americas, the model for its carrier-neutral Internet exchanges the
company has in Santa Clara, California (NAP of the Americas/West),
in Sao Paulo, Brazil (NAP do Brasil) and in Madrid, Spain (NAP de
las Americas - Madrid). The carrier-neutral NAP of the Americas is
a state-of-the-art facility that provides exchange point,
collocation and managed services to carriers, Internet service
providers, network service providers, government entities, multi-
national enterprises and other end users. The NAP, which connects
fiber networks in Latin America, Europe, Asia and Africa to those
in the U.S., enables customers to freely choose among the many
carriers available at the TerreNAP Centers to do business.
Terremark is headquartered at 2601 S. Bayshore Drive, 9th Floor,
Miami, Florida USA, (305) 856-3200. More information about
Terremark Worldwide can be found at http://www.terremark.com/

At June 30, 2004, Terremark Worldwide, Inc.'s balance sheet showed
a $2,728,982 stockholders' deficit, compared to a deficit ten-
times that amount at March 31, 2004.


TIMMINCO LIMITED: Reports $2.6 Million Half-Year Net Loss
---------------------------------------------------------
Timminco Limited (TSX: TIM) discloses its financial results for
the second quarter of 2004 ended June 30, 2004.  

The difficult business conditions faced by the Company continued
during the second quarter of 2004.  The high price of inputs,
specifically purchased magnesium, ferrosilicon and natural gas,
depressed margins and led to a loss for the quarter.

"The high costs of raw material inputs and adverse foreign
exchange movements continue to depress earnings to unacceptable
levels," noted Tim Pretzer, President and Chief Operating Officer
of Timminco Limited.  "The Company is currently implementing
aggressive pricing actions to offset these factors and improve
profitability in the second half of the year."

                           Highlights

   -- The net loss was $1.5 million or 4 cents per share in the
      quarter ending June 30, 2004, compared with net income of
      $1.8 million or 6 cents per share in the corresponding
      quarter of 2003.  Year to date, the net loss was
      $2.6 million or 7 cents a share compared with a net income
      of $5.0 million or 18 cents a share for the six months in
      2003;

   -- Sales for the quarter were $26.4 million compared with
      $27.0 million in 2003.  The decline is due to the weakened
      US dollar vis a vis the Canadian dollar;

   -- Bank debt at $17.7 million at June 30, 2004 was down from
      $18.5 million at June 30, 2003;

                     Results Of Operations

For the second quarter of 2004, the net loss was $1.5 million or 4
cents per share, compared with net income of $1.8 million or 6
cents per share in the second quarter of 2003. For the six months
ended June 30, 2004, the net loss was $2.6 million or 7 cents a
share compared with a net income of $5.0 million or 18 cents a
share in the same period in 2003.

Sales for the second quarter of 2004 were 2% below the
corresponding period last year.  Sales volume by weight decreased
1.5% compared with the second quarter of 2003.  Sales of concrete
tools continued strongly in the quarter, while sales of anodes
were weaker.  The Company exports about 90% of its sales and the
majority of these exports are denominated in US dollars, which
declined in value relative to the Canadian dollar.

For the second quarter of 2004 and the six months ended June 30,
2004, gross profit was $3.5 million and $7.0 million,
respectively.  In the second quarter, gross profit as a percentage
of sales was 13.3% compared with 19.2% in the second quarter of
2003.  The price of purchased magnesium that the company uses in
most of its products has increased 32% when comparing average cost
per pound paid in the second quarter of 2004 with the second
quarter of 2003.  Furthermore, the increase in the price of
natural gas, ferrosilicon as well as several non-recurring
manufacturing difficulties, have depressed margins.

Selling and administrative expenses in the second quarter of
$2.9 million were up $0.6 million from the second quarter of 2003.  
The increase was planned as the Company expanded its marketing
efforts in Europe and Asia and started a satellite facility in
Mexico.  As well, there were certain one-time legal expenses in
the quarter that increased expenses.

Amortization of capital assets was $1.1 million in the second
quarter of 2004 down from $1.6 million in the second quarter 2003.
The absence of major expansion projects in 2004 and 2003 and the
asset impairment recognized in the fourth quarter of 2003 account
for the decrease.

Re-organization expenses in the quarter were $0.2 million and
relate to employee moving and severance costs. Manufacturing at
Westmeath, Ontario ceased in April 2004.

                Liquidity and Capital Resources

Timminco's operations generated positive cash flows of
$1.2 million in the second quarter of 2004 compared with
$5.8 million in the second quarter of 2003.  Despite the net loss
in the quarter, the Company generated cash flow from operations
through lower working capital.

When compared with December 31, 2003, accounts receivable
increased $2.6 million due to stronger sales late in the second
quarter of 2004.  Inventories were essentially at December 2003
levels in spite of the fact that the Company increased feedstock
inventories during June in preparation for the summer production
shutdown at its Haley facility.  Accounts payable increased from
year-end partially due to a high level of purchased magnesium
delivered during the month of June 2004.  Prepaid expenses and
deposits increased $0.4 million predominantly due to the payment
of annual insurance premiums in May 2004.  Long-term receivables
increased $0.6 million due to two employee relocation loans.

As at June 30, 2004, Timminco's net bank indebtedness was
$17.7 million, compared with $16.9 million as at December 31, 2003
and $18.5 million at June 30, 2003.  At June 30, 2004, the Company
had, subject to the bank's consent, additional available drawings
under the credit agreement with its bank of approximately $6.2
million against maximum lines of credit of approximately $24.5
million measured at the exchange rate of Canadian/US $1.33.  
Canadian dollar borrowings bear interest at the Bank's prime rate
plus 1.5% and US dollar borrowings bear interest at the Bank's
base rate plus 1.5%, the premiums being dependent on meeting
certain leverage thresholds and having a range of 1.5% to 2.5%.
Bank debt is secured by all of the assets of the Company and its
subsidiaries. As the Company's Credit Agreement expires in March
31, 2005, all of the bank debt is classified as current.

                       Covenant Problems

The Credit Agreement requires quarterly principal payments of
$750,000.  The first and second quarter 2004 payments of $750,000
have been made.  The Company is current with all interest
payments.  Under the Credit Agreement, the Company is subject
to certain covenants, conditions and reporting requirements.  At
June 30, 2004, the Company was not in compliance with certain of
its covenants specified under the terms of the Credit Agreement.  
The bank has not demanded repayment of the bank debt and the
Company is currently engaged in discussions with its banker in
order to amend the Credit Agreement.  The bank has also granted
its consent to the proposed Becancour transaction.  In the event
that the non-compliance under the Credit Agreement is not cured or
waived and the bank demands repayment, the Company may have to
obtain replacement financing.  Accordingly, the Company is in
discussion with other lenders.

                       Private Placement

On March 12, 2004, the Company completed a private placement, the
proceeds of which were primarily used by the Company to finance
the first stage of an acquisition of Fundo Wheels AS and for
general corporate purposes.  The Company issued 6,750,000 Units at
a price of $1.00 per Unit, resulting in aggregate gross proceeds
to the Company of $6.75 million.  Each Unit consists of one common
share and one half of one common share purchase warrant.  Each
whole warrant is exercisable into one common share of the Company
at a price of $1.50 per share for a period of 24 months from March
12, 2004.  Under the terms of an Agent's option, the Company
issued an additional 1,105,000 units on March 31, 2004 on the same
terms and conditions as the initial sale of units, taking the
gross proceeds of the private placement to $7,855,000. Gross
proceeds were reduced by $0.8 million of expenses associated with
the transaction.  Certain officers and directors of the Company
participated in the Private Placement. Collectively they purchased
505,000 units on the same terms and conditions as the other
participants of the Private Placement.

On March 15, 2004, Timminco, through its Norwegian subsidiary --
Nor-Wheels, acquired 24.4% of Fundo, which is an original
equipment manufacturer of cast aluminum wheels for high-end
European car manufacturers.  Nor-Wheels also holds an option to
acquire approximately 53% of Fundo from its controlling
shareholder.  This option expires at the end of 2006.  Beginning
January 1, 2006, Fundo's controlling shareholder may exercise a
put option requiring Nor-Wheels to purchase its shares.

                            Outlook

For the past twelve months, the increase in the price of purchased
magnesium, energy, ferrosilicon, and the decline of the US dollar,
have made for a challenging operating environment. Within its
existing business, the Company expects sales levels in 2004 to be
similar to 2003.  Cost improvements and price increases to certain
products have been implemented and are expected to show benefits
later in the year.  As the majority of sales are denominated in US
dollars, reported sales will be affected proportionally with
changes in the exchange rate between the Canadian dollar and the
US dollar.

The ability to offset increases in the cost of purchased magnesium
via timely price increases is the most significant risk and is a
top priority towards achieving stable margins.  At the end of June
2004, the cost of purchased magnesium was 32% higher than at the
end of June 2003.

The Company has initiated actions to reduce the level of capital
tied up in inventories and is closely managing its receivables and
accounts payable.  Management is of the view that operating
results on its existing magnesium business should improve before
the end of 2004.

Timminco is a leading global specialty and light metals company.
Their customized magnesium, aluminum, calcium and strontium metal
alloys are used to manufacture a variety of products used in a
broad range of industries.  Timminco facilities in Canada, the
United States, Mexico and Australia serve a world-wide customer
base.  Timminco's common shares are traded on the Toronto Stock
Exchange under the symbol TIM.


TIMMINCO LIMITED: Plans to Acquire Becancour Silicon for $34 Mil.
-----------------------------------------------------------------
Timminco Limited entered into an agreement to acquire all of the
outstanding shareholder's capital of Becancour Silicon Inc., a
Quebec based producer of high quality chemical and electronics
grade silicon metal and specialty ferrosilicon.  Becancour
Silicon's products are used globally in the manufacture of many
consumer and industrial products including silicone sealants,
pigments, cosmetics, semiconductors and fiber optic cables.  The
combined Company will have greater operating scale and financial
strength with total assets approximating $150 million and annual
revenues of about $200 million.

The aggregate purchase price, which the Company will pay to
acquire Becancour Silicon is $34 million.  The purchase price is
to be satisfied by the Company issuing from treasury approximately
30.9 million common shares.  At the time of closing of the
transaction Becancour Silicon is also expected to have
approximately $17 million of net bank indebtedness.

The acquisition supports Timminco's strategy to create a larger,
more diversified Company manufacturing and selling specialty and
light metals.  A broader mix of products, including magnesium,
calcium, strontium, silicon metal and ferrosilicon, will be
supplied to a wider range of customers and industries operating
over a larger geographic area.  This increased diversity is
expected to reduce the volatility of sales and earnings for the
combined Company.  Building on both companies' strong engineering
and management expertise relating to high end metallurgical
products is expected to facilitate improvements in manufacturing
operations and to enhance the combined Company's competitive
position with customers.  The increased size of the combined
Company should also allow Timminco to access capital markets on
more favourable terms. Becancour Silicon is owned indirectly by
Safeguard International Fund L.P. Safeguard is also the
controlling shareholder of the Company. Safeguard owns
approximately 26% of Timminco's shares itself and votes a total of
50.3% under an agreement with the Company's second largest
shareholder.  The transaction will require the approval of the
Company's shareholders other than Safeguard.  Upon completion of
the transaction Safeguard will own directly and indirectly
approximately 59% of the Company's shares and will control the
votes of approximately 72.4% of the Company's shares.

An Independent Committee of the Board of Directors has reviewed
the acquisition.  RBC Capital Markets has delivered valuations and
a fairness opinion, which concluded that the consideration to be
paid by Timminco under the transaction is fair, from a financial
point of view, to Timminco.  The Timminco Board of Directors, on
the recommendation of the Independent Committee, has approved the
acquisition and recommends that shareholders vote in favour of the
acquisition.

Timminco anticipates that a special meeting of shareholders will
be held in September which, assuming receipt of the required
shareholder and regulatory approvals and consent from Becancour
Silicon's lenders, will allow for the transaction to close by
September 30, 2004.

Timminco is a leading global specialty and light metals company.
Their customized magnesium, aluminum, calcium and strontium metal
alloys are used to manufacture a variety of products used in a
broad range of industries.  Timminco facilities in Canada, the
United States, Mexico and Australia serve a world-wide customer
base.  Timminco's common shares are traded on the Toronto Stock
Exchange under the symbol TIM.

                      Covenant Problems

The Company reclassified the bank debt to current as it is due
March 2005.  At June 30, 2004, the Company is not in compliance
with certain of its covenants specified under the terms of its
credit agreement with its bank.  The bank has not demanded
repayment of the bank debt and the Company is currently engaged in
discussions with its banker.  In the event that the non-compliance
is not cured or waived and the bank demands repayment, the Company
may have to obtain replacement financing.


TIMMINCO LIMITED: Acquires 24% Fundo Wheels Equity for $4.6 Mil.
----------------------------------------------------------------
Timminco Limited entered into a Call Option and Fees agreement
pursuant to which the Company was granted an option to indirectly
acquire a 24% interest in the common shares of Fundo Wheels AS
(formerly Fundamus AS).  However, the Company had no rights or
obligations under such agreement until the option was exercised
and the exercise of the option was subject to approval by the
Company's lenders and certain financing conditions.  On March 15,
2004, the Company exercised the option, using the proceeds of a
private placement completed on March 12, 2004 (Note 5) to
indirectly acquire the 24% interest in Fundo.

Fundo, located in Hoyanger, Norway, is an original equipment
manufacturer of cast aluminum wheels for high end European car
manufacturers.  To complete the acquisition, Timminco acquired
100% of the shares of a Norwegian Company, Nor-Wheels AS, which
holds 24% of the shares of Fundo.  Nor-Wheels has become a
subsidiary of Timminco and has assumed the Company's rights and
obligations under the Call Option and Fees Agreement and other
existing agreements with the controlling shareholder of Fundo,
which is the Community of Hoyanger.  Under these agreements, Nor-
Wheels holds a call option to purchase the Community's Fundo
shares before December 31, 2006 on the satisfaction of certain
conditions.  As at June 30, 2004, the Community owns approximately
53% of Fundo.  Beginning January 1, 2006, the Community may
exercise a put option requiring Nor-Wheels to purchase the
Community's shares.

The initial agreements with the Community and the investment in
Fundo were negotiated by an unaffiliated corporation whose
Chairman is also the Chairman and Chief Executive Officer of
Timminco.  The rights in these agreements were then transferred to
a subsidiary of Safeguard International Fund, LP, the controlling
shareholder of Timminco, so that Timminco could complete its
review of the opportunity, obtain the consent of its lenders and
arrange financing.  On March 22, 2004, the transaction was
completed.  The purchase price for the 24% interest was
US $4.6 million which included US $1.2 million for fees and
expenses reimbursed to the unaffiliated Corporation. Nor-Wheels
also agreed to pay additional fees up to a maximum of
US $1.4 million depending on the amount of additional equity of
Fundo indirectly acquired and the actual financial performance of
Fundo.

Timminco is a leading global specialty and light metals company.
Their customized magnesium, aluminum, calcium and strontium metal
alloys are used to manufacture a variety of products used in a
broad range of industries.  Timminco facilities in Canada, the
United States, Mexico and Australia serve a world-wide customer
base.  Timminco's common shares are traded on the Toronto Stock
Exchange under the symbol TIM.

The Company's 2004 second quarter consolidated financial
statements have been prepared on a going concern basis.  The going
concern basis of presentation assumes that the Company will
continue in operation for the foreseeable future and will be able
to realize its assets and discharge its liabilities and
commitments in the normal course of business.  The Company
reclassified the bank debt to current as it is due March 2005.  At
June 30, 2004, the Company is not in compliance with certain of
its covenants specified under the terms of its credit agreement
with its bank.  The bank has not demanded repayment of the bank
debt and the Company is currently engaged in discussions with its
banker.  In the event that the non-compliance is not cured or
waived and the bank demands repayment, the Company may have to
obtain replacement financing.


UAL CORP: Wants Court Nod on Club DIP Facility's 8th Amendment
--------------------------------------------------------------
James H.M. Sprayregen, Esq., at Kirkland & Ellis, tells the Court  
that UAL Corp. and its debtor-affiliates negotiated an amendment
to the Club DIP Facility in view of the Air Transportation
Stabilization Board's rejection of the Debtors' loan guarantee
application.  The airline industry's harsher economic climate is
also proving to be a headwind.  As a result, the Debtors must
embark on additional restructuring initiatives, including cost
cutting and efficiency improvements, to attract financing to exit
from bankruptcy on a non-ATSB-guaranteed basis.

Mr. Sprayregen also reminds the Court that the Debtors previously  
utilized a $300,000,000 amortizing term loan issued by Bank One,  
N.A.  The Debtors made their final payment under the Bank One DIP  
Facility on July 1, 2004, extinguishing this financing  
arrangement.

According to Mr. Sprayregen, the Debtors are evaluating every  
aspect of their cost structure to develop cash flows and  
liquidity levels that will form the basis of a revised business  
plan that the capital markets will be willing to finance.   
Implementing additional restructuring initiatives, however, will  
take time.  In the interim, the Debtors need additional DIP  
financing to meet their liquidity needs during the slower fall  
and winter season, and to provide a stable financial environment.  

Most importantly, the additional DIP financing will provide the  
Debtors' stakeholders with confidence that the Debtors will  
continue to conduct their operations.  This stability will itself  
preserve cash because stakeholders will resist the temptation to  
tighten trade credit, demand augmented security deposits, or  
otherwise treat the Debtors as a credit risk.

By this motion, the Debtors ask the Court to approve the DIP  
Amendments.  The Debtors also seek permission to pay JPMorgan  
Chase Bank, Citicorp USA, CIT and GECC, as arrangers and  
underwriters, $6,750,000 in aggregate fees.

                          DIP Amendments

The Eighth Amendment provides for several meaningful changes to  
the Club DIP Facility.  The Club DIP Lenders agreed to extend the  
Maturity Date of the Club DIP Facility to June 30, 2005, subject  
to an extension to September 30, 2005 by an affirmative vote of  
the Club DIP Lenders.

The Club DIP Lenders will increase the term loan under the Club  
DIP Facility to $800,000,000, resulting in an aggregate increase  
of $500,000,000 over their present commitment, restoring the  
total commitment to $1,000,000,000.  The Club DIP Lenders also  
permit a $300,000,000 "overadvance" on the borrowing base.

The Club DIP Lenders also agree to increase the amount of debt  
that can be secured by liens or letters of credit in connection  
with fuel hedging or similar agreements to $125,000,000, plus the  
aggregate amount of cash received by United upon a sale or other  
disposition of any of the Borrower's ownership interests in  
certain subsidiaries.  In turn, the Debtors have increased the  
total collateral available to the DIP Lenders and included three  
additional aircraft to the collateral pool.

The Debtors and the Club DIP Lenders also revised certain  
covenants, including:

   (a) The minimum unrestricted cash and cash equivalents that is
       required to be on hand at any one time is increased to
       $600,000,000;

   (b) The cap on Capital Expenditures is increased consistent
       with the Club DIP Facility's longer term;

   (c) The EBITDAR covenants contained in the DIP Credit
       Facilities are adjusted and extended.  The Debtors
       covenant with the Club DIP Lenders that they will not
       permit EBITDAR to fall below:
  
                                          Minimum
            For the Rolling 12-Month      Cumulative
            Period Ending                 EBITDAR
            ------------------------      ----------
            September 30, 2004          $1,377,000,000
            October 31, 2004             1,373,000,000
            November 30, 2004            1,281,000,000
            December 31, 2004            1,224,000,000
            January 31, 2005             1,206,000,000
            February 28, 2005            1,169,000,000
            March 31, 2005               1,200,000,000
            April 30, 2005               1,200,000,000
            May 31, 2005                 1,200,000,000

   (d) The proceeds sharing requirements in connection with the
       Debtors' disposition of certain assets is revised.

The Club DIP Lenders have reduced the pricing of the Facility.   
As a result, the Debtors will receive a 50 basis point interest  
rate reduction, which includes current existing indebtedness  
under the Club DIP Facility.  The Debtors will also receive a  
corresponding reduction in ABR priced loans and letter of credit  
fees.  The Debtors will now pay LIBOR plus 500 basis points, with  
a 300 basis point LIBOR floor.

The reduction in interest rates illustrates that the Debtors will  
be paying market rates under the amended Club DIP Facility.

The Club DIP Lenders' commitment to close on the Eighth Amendment  
expires on August 31, 2004.

                Debtors Halt Pension Contributions

In support of their request for additional financing and  
extension of the Maturity Date, the Debtors provided the Club DIP  
Agents with updated financial projections -- the Gershwin 4.5 --  
setting forth the Debtors' projected sources and uses of cash and  
other collateral available to repay the Club DIP Facility.   
Recognizing that the Club DIP Lenders are relying on the Gershwin  
4.5, the Debtors and the DIP Lenders agreed to a covenant that  
prohibits the Debtors from making any payments not materially  
consistent with the financial projections, unless the requisite  
Lenders otherwise consent to the payment based on a modified  
business plan submitted by the Debtors.  The DIP Lenders agree  
that the Debtors' failure to satisfy the funding requirements  
under Section 302 of the ERISA and Section 412 of the Internal  
Revenue Code with respect to the funding on or before July 15,  
2004, September 15, 2004, October 15, 2004, January 15, 2005 and  
April 15, 2005, will not constitute an Event of Default.

Mr. Sprayregen relates that one of the modeling assumptions in  
the Gershwin 4.5 is that the Debtors will not make any further  
pension funding contributions prior to their exit from  
bankruptcy.

Certain stakeholders have criticized the Debtors' entry into the  
Eighth Amendment as allegedly prohibiting the Debtors from  
funding their pension plans in violation of federal law.  The  
International Association of Machinists and Aerospace Workers has  
even brought two lawsuits against certain of United's officers of  
breach of their fiduciary duties by negotiating the DIP  
Amendments.

The Debtors believe that the lawsuits have no merit.  There is no  
basis for any suggestion that the DIP Amendment is improper  
solely because it is based on the Debtors' financial projections  
that do not contemplate further pension contributions until exit.   

It is not unusual or uncommon for a DIP lender to require, as  
condition to providing financing, that a debtor materially adhere  
to its projected uses of cash during the term of the loan.  The  
Debtors also believe that the deferral of the pension funding  
contributions until exit was based on good faith business  
judgment concerning the uses of cash during this critical phase  
in their restructuring.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the  
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis represent the
Debtors in their restructuring efforts.  When the Company filed
for protection from their creditors, they listed $24,190,000,000
in assets and  $22,787,000,000 in debts. (United Airlines
Bankruptcy News, Issue No. 55; Bankruptcy Creditors' Service,
Inc., 215/945-7000)   


UNIVERSAL ACCESS: Bankruptcy Triggers Nasdaq Delisting Notice
-------------------------------------------------------------
Universal Access Global Holdings Inc. (Nasdaq: UAXS) received a
Nasdaq Notice of Additional Concerns on August 4, 2004, in
response to the Company and its U.S. subsidiaries filing voluntary
petitions for reorganization under Chapter 11 of the U.S.
Bankruptcy Code. The notice states that the Company fails to
satisfy the requirements as set forth in Marketplace Rule 4450(f).
Rule 4450(f) provides Nasdaq with the authority to suspend or
terminate the securities of an issuer that has filed for
bankruptcy.

The Company previously announced on July 1, 2004 that it received
a Nasdaq Staff Determination on June 28, 2004 indicating that the
Company failed to satisfy the stockholder's equity, earnings or
market value of publicly held shares requirements for continued
listing set forth in Marketplace Rule 4310(c)(2)(B), and that its
securities were, therefore, subject to delisting from the Nasdaq
SmallCap Market. In response to the June 28, 2004 determination,
the Company requested an oral hearing before a Nasdaq Listing
Qualifications Panel to review the Staff's determination. A
hearing was held on July 29, 2004 and the Company is awaiting the
Staff's decision. In addition to the Company's information
provided at the hearing, the Panel will also consider the
Company's Chapter 11 filing in rendering its final decision.

There can be no assurance the Panel will grant the Company's
request for continued listing on the Nasdaq SmallCap Market. The
Company will publicly announce the Panel's determination promptly
following notification from the Panel. If the Panel determines to
delist the Company's common stock, the Company will explore
trading its common stock on the OTC Bulletin Board or the pink
sheets.

As a result of the Company filing for protection under the U.S.
Bankruptcy Code, commencing Friday, August 6, 2004, a fifth
character "Q" was added to the Company's trading symbol so that
the Company's new trading symbol is "UAXSQ."

Headquartered in Chicago, Illinois, Universal Access --  
http://www.universalaccess.com/-- provides network infrastructure   
services and facilitates the buying and selling of capacity on  
communications networks.  The company, and its affiliates, filed  
for a chapter 11 protection on August 4, 2004 (Bankr. N.D. Ill.  
Case No. 04-28747).  John Collen, Esq., and Rosanne Ciambrone,  
Esq., at Duane Morris LLC, represent the Company.  When the Debtor  
filed for protection from its creditors, it listed $22,047,000 in  
total assets and $24,054,000 in total debts.


VOEGELE MECHANICAL: Wants to Employ Klett Rooney as Attorney
------------------------------------------------------------
Voegele Mechanical, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania for permission to employ Klett
Rooney Lieber & Schorling as its bankruptcy counsel.

Klett Rooney is expected to:

   a) give the Debtor advice with respect to its rights, powers
      and  duties as a debtor and debtor-in-possession, and take
      necessary action to protect and preserve the Debtor's    
      estate, including prosecuting actions on the Debtor's
      behalf, defend any actions commenced against the Debtor,
      negotiate all disputes involving the Debtor, and prepare
      objections to claims filed against he Debtor's estate;

   b) prepare necessary pleadings, motions, applications, draft
      orders, notices, schedules and other documents, and review
      all financial and other reports to be filed in this    
      Chapter 11 case, and advice and prepare responses to,
      applications, motions, other pleadings, notices and other
      papers that may be filed and served;

   c) review the nature and validity of any liens asserted
      against the Debtor's properties and advise the Debtor
      concerning the enforceability of such liens;

   d) counsel the Debtor in connection with the formulation,
      negotiation and promulgation of a plan of reorganization
      or liquidation and related documents, and take all further
      actions as may be required in connection with the Plan;

   e) advise and assist the Debtor in connection with any
      potential asset dispositions;

   f) advise the Debtor concerning executory contract and
      unexpired lease assumptions, assignments, rejections and
      lease restructurings and recharacterizations; and

   g) perform all other necessary legal services in connection
      with this Chapter 11 case.

To the best of the Debtor's knowledge, Klett Rooney is a
"disinterested person" as that phrase is defined in Section
101(14) of the Bankruptcy Code.

Klett Rooney professional will bill the Debtor its current hourly
rates:

            Professional              Hourly Rate
            ------------              -----------
            William H. Schorling      $520
            Jeffrey M. Carbino        $295
            Rhonda L. Thomas          $220
            Denise Adamucci           $220
            Zakarij O. Thomas         $175
            Frances Panchak           $140

Headquartered in Philadelphia, Pennsylvania, Voegele Mechanical --
http://www.voegele.net/-- is a heating, air conditioning,  
refrigeration, plumbing and electricity contractor.  The Company
filed for chapter 11 protection on August 3, 2004 (Bankr. E.D. Pa.
Case No. 04-30628).  When the Debtor filed for protection it
estimated its assets and debts at more than $10 million.


WORLDCOM INC: Court Denies State's Request to Unseal SEC Documents
------------------------------------------------------------------
Thomas F. Reilly, Attorney General for the Commonwealth of  
Massachusetts, representing Alan LeBovidge, the Massachusetts  
Commissioner of Revenue, relates that WorldCom Inc. and its
debtor-affiliates and KPMG, LLP, delivered to the United States
Securities and Exchange Commission certain production documents,
which became subject of in camera hearings.  On June 14, 2004,
Judge Gonzalez ordered the unsealing of all in camera materials.  
The Order also provided that "[n]othing in this Order shall affect
the status of the SEC Production Documents, which shall remain
restricted to in camera review unless and until the Court may
order otherwise."

The SEC Production Documents are being reviewed and relied on by  
the Court in its adjudication of the Disqualification Motion.   
"There is a strong presumption in favor of public access to these  
judicial documents, buttressed by the full disclosure principles  
of the Bankruptcy Code and Rules, and there is no countervailing  
interest that warrants non-disclosure of these documents," Mr.  
Reilly says.

On behalf of the Commonwealths of Massachusetts, Kentucky and  
Pennsylvania, and the States of Alabama, Arkansas, Connecticut,  
Florida, Georgia, Iowa, Maryland, Michigan, Missouri, New Jersey,  
and Wisconsin, Mr. LeBovidge asks the Court to:

   (a) unseal all the SEC Production Documents;

   (b) make the SEC Production Documents available for public
       inspection; and

   (c) disclose the SEC Production Documents to the extent that a
       sufficiently strong countervailing interest in non-
       disclosure can be established for any specific document.

                            Objections

(A) KPMG

Contrary to the States' assertions, the SEC Production Documents  
are not "judicial documents" and therefore are not subject to the  
common law presumption of public access, Patrick L. Hayden, Esq.,  
at McGuireWoods, LLP, in New York, argues.  To constitute a  
judicial document, "the item filed must be relevant to the  
performance of the judicial function and useful in the judicial  
process . . ."

The U.S. Supreme Court in Press-Enterprise Co. v. Superior Court  
of California for the County of Riverside, 478 U.S. 1, 8 (1986)  
held that public access to documents that a court did not  
consider in adjudicating a matter would not "play a significant  
positive role in the functioning of the particular process in  
question."  Mr. Hayden points out that the Bankruptcy Court was  
explicit in declaring that the SEC Production Documents were not  
necessary to the Bankruptcy Court's denial of the  
Disqualification Motion and that the Documents relate to an issue  
not before it.  Mr. Hayden reminds Judge Gonzalez that in  
Anderson v. Cryovac, Inc., 805 F.2d 1, 13 (1st Cir.1986), the  
First Circuit held that documents, which were not used in the  
adjudicative process are not "judicial documents," and disclosure  
of the documents to the public is not appropriate.

(B) Debtors

The request to disclose the SEC Production Documents is merely an  
attempt by the States to gain an improper litigation advantage,  
Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP, in New  
York, observes.  Mr. Perez contends that there is no basis to  
compel disclosure because the Documents were submitted in the  
context of a Chapter 11 case wherein a debtor often submits  
documents and confidential information to the Court and to other  
parties-in-interest.  The Bankruptcy Code explicitly protects  
trade secrets and confidential research, development, or  
commercial information.

The Debtors and KPMG complied fully with the SEC's requests for  
production of documents.  "Consistent with the Freedom of  
Information Act, disclosure of information collected by  
government agencies for law enforcement purposes in many  
circumstances may be exempt," Mr. Perez says.

The privacy interests of the Debtors and KPMG also weigh heavily  
against disclosure.  The documents contained in the SEC  
Production contain confidential and sensitive information  
regarding the Debtors' tax planning and their internal assessment  
of potential tax liabilities.  The Debtors and KPMG have a great  
interest in maintaining the confidentiality of the documents.

There is no public interest in the Documents, Mr. Perez asserts.   
The public is not usually privy to the sensitive and confidential  
corporate documents maintained by a company and its independent  
auditor.

                           *   *   *

Judge Gonzalez denies the States' request to unseal the SEC  
Production Documents. (Worldcom Bankruptcy News, Issue No. 59;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


XEROX CORPORATION: Moody's Raises Senior Implied Ratings to Ba1
---------------------------------------------------------------
Moody's Investors Service raised the senior implied rating of
Xerox Corporation and its financially supported subsidiaries to
Ba1 from Ba3.  The action reflects expectations that Xerox will
continue its good operational execution and generate stable to
improving profits and free cash flow, continue to reduce leverage,
and maintain solid liquidity after meeting scheduled debt
maturities.  The outlook is stable.  This concludes a review
initiated June 29, 2004.

Ratings raised include:

   Xerox Corporation:

      * Senior implied to Ba1 from Ba3;

      * Senior unsecured to Ba2 from B1;

      * Senior unsecured shelf registration (P) Ba2 and (P) B1;

      * Subordinated to Ba3 from B3;

      * Subordinated shelf registration to (P) Ba3 from (P) B3;

      * Preferred to B1 from Caa1

      * Preferred shelf registration to (P) B1 from (P) Caa1

   Xerox Credit Corporation:

      * Senior unsecured to Ba2 from B1 (support agreement from
        Xerox Corporation);

      * Xerox Capital (Europe) PLC;

      * Senior unsecured to Ba2 from B1 (guaranteed by Xerox
        Corporation);

With a broad and solid product lineup, and expectations of
consistent execution, we expect that Xerox equipment revenues (up
on a constant currency basis over the last five quarters) should
continue to show modest growth over the intermediate term.  Even
after considering the recent weakness in Latin America, this
should set the stage for gradual post sale revenue growth
beginning in 2005.  Notwithstanding recently improved equipment
revenues, Xerox total revenues are likely to be flat over the next
year until the expected post sale activity materializes.  Modest
growth in its digital office and production segments (which
include color) will be partially offset by the continued decline
in post sale revenues related to legacy analog product, although
this is becoming less of a drag as the size of analog (or light
lens) diminishes (Moody's estimates about 7% of revenues in 2004).
Going into 2005, subject to customer page volumes and continued
competition from printers in the low and medium volume segments,
we expect revenues to show modest improvement.  A driver to this
expected revenue growth includes color devices that now account
for 25% of total revenues, 4% of page volumes, and an increasing
amount of post sale revenue.

Xerox's improved cost structure, product lineup, and good
execution is demonstrated by its stable gross margins of about 41%
over the last several quarters as well as its operating margins,
which have improved from 8.6% in 2002 to 9.4% over the latest
twelve months ended June 2004.  While Xerox has made progress in
reducing total SG&A costs, we believe that more is needed in order
to further expand operating margins, particularly in a low revenue
growth environment.  While we expect that Xerox will continue to
take actions on this front, we believe that restructuring related
cash outlays will continue to diminish from the $345 million level
expended in 2003.

The rating action also reflects continued improvements in debt
protection measures, including expectations that debt will decline
further as Xerox applies its free cash flow toward debt reduction.
Free cash flow measured $1.3 billion over the latest twelve months
ended June 2004.  Over the last year, Xerox has contributed $869
million of cash to its pension plans.  Its U.S. defined benefit
pension plan is fully funded on a current liability basis
(although modest future funding is possible) while its non US
plans will likely require modest statutory funding going forward.
After adjusting for lower outflows related to pension funding and
reduced sources related to finance receivables, we expect similar
levels of free cash flow over the next twelve months.

We expect total debt (including certain debt attribution to the
company's capital trust and mandatorily convertible securities) to
decline from $13 billion at December 2003 to about $11.5 billion
in 2004.  This includes Xerox's recent $500 million seven year
senior unsecured issuance and excludes the potential conversion
this December of the Xerox Capital Trust II securities whose
conversion price of $9.13 compares to the current market price of
over $13.

Liquidity remains strong (Speculative Grade Liquidity rating of
SGL-1), with cash balances of $2.5 billion at June 2004 (plus $500
million following the recent financing), full access to its $700
million secured revolving credit facility, for which covenant room
is expected to remain ample, and significant availability under
its various secured receivable lending arrangements with General
Electric Capital Corporation.  Combined with our expectations of
stable free cash flow, Xerox is well positioned to meet scheduled
debt maturities of approximately $1.1 billion in the second half
of 2004 and about $1 billion in 2005 (excluding borrowings secured
by finance receivables).  For the three years thereafter, debt
maturities total just $700 million, including its $300 million
secured term bank facility that matures September 2008.

Although uncertain as to timing and magnitude, the company might
also need to contend with calls on cash over the medium term
relating to outstanding litigation.  After considering its current
liquidity profile along with prospective free cash flow generation
against the backdrop of the above public debt maturity profile,
Moody's expects that Xerox should be well positioned to address
these contingencies.

The ratings could experience upwards rating pressure over time to
the extent that management continues to deleverage the balance
sheet, while maintaining consistent operational execution,
including the achievement of sustained revenue growth coupled with
consistent operational cash flow generation.  Further enhancements
to its credit profile would also include the diminished use of
secured financing as well as the resolution of outstanding
litigation.

Xerox Corporation, headquartered in Stamford, Connecticut,
develops, manufactures and markets document processing equipment
and provides document facilities management services worldwide.


* Charlie Wang Joins Cadwalader as Capital Markets Partner
----------------------------------------------------------
Charlie Wang has joined Cadwalader, Wickersham & Taft LLP as a
partner in its Capital Markets Department, resident in the
Washington, DC office. Mr. Wang, a former Chinese law professor
and Chinese District Court Judge, has extensive experience in
structured finance and capital markets. His practice will focus on
emerging opportunities in securitization and other forms of
finance in China.

"Charlie is an outstanding addition to our firm and our capital
markets practice. Charlie will help the firm capitalize on
business opportunities in China, now considered one of the world's
leading financial markets," said Cadwalader Chairman and Managing
Partner Robert O. Link, Jr. "The combination of his legal
background and contacts in the Chinese legal community, and the
firm's preeminent reputation in securitization and other forms of
finance, will enable Cadwalader to offer unprecedented service for
clients with business interests in China."

"I am seeing more and more complex deals emerge that involve
Chinese and foreign interests," said Mr. Wang. "Along with this,
as China continues to liberalize trade and investment three key
opportunities are emerging: First, with a thriving private sector
the need for outside capital is at an all time high. Second, with
the adoption of western methods of securitization, the capital
markets are ripe with opportunity. Third, with the restructure of
a previously state-owned banking system the need to be competitive
and compatible on a global scale is of utmost importance. I am
delighted to rejoin Cadwalader at this exciting time. We have an
unprecedented opportunity to apply Cadwalader's knowledge of the
capital markets and leverage our relationships with leading
financial institutions looking to do business with, and in,
China."

Mr. Wang, a native of mainland China, earned his LLB with honors
from Xiangtan University in 1989. Prior to moving to the United
States to continue his education, he served as a Judge in the
Chinese District Court, Commercial Division. He has had
professorial roles both as a Research Professor at Hunan
University College of Law, and as a Visiting Professor at Xiangtan
University College of Law in China. Mr. Wang earned his M.A. from
Ohio University in 1994 and his J.D. and LLM from Duke University
in 1999. He was previously an associate in the Capital Markets
Department at Cadwalader. Most recently Mr. Wang, served as Of
Counsel at Wiley Rein & Fielding in Washington

Cadwalader, Wickersham & Taft, established in 1792, is one of the
world's leading international law firms, with offices in New York,
Charlotte, Washington and London. Cadwalader serves a diverse
client base, including many of the world's top financial
institutions, undertaking business in more than 50 countries in
six continents. The firm offers legal expertise in securitization,
structured finance, mergers and acquisitions, corporate finance,
real estate, environmental, insolvency, litigation, health care,
banking, project finance, insurance and reinsurance, tax, and
private client matters. More information about Cadwalader can be
found at http://www.cadwalader.com/


                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
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related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

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.

This material is copyrighted and any commercial use, resale or
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re-mailing and photocopying) is strictly prohibited without prior
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herein is obtained from sources believed to be reliable, but is
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The TCR subscription rate is $675 for 6 months delivered via e-
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                *** End of Transmission ***