TCR_Public/040816.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, August 16, 2004, Vol. 8, No. 172

                           Headlines

ADELPHIA COMMS: Investors Sue Motorola and Scientific-Atlanta
AMERICAN SEAFOODS: Terminates 10-1/8% Senior Debt Offering
ANC RENTAL: Has Until February 14, 2005, to Object to Claims
APM INC: Wants to Use Union Bank of California's Cash Collateral
BICYCLE SPORTS: Case Summary & 20 Largest Unsecured Creditors

BORDEN CHEMICAL: Apollo Management Completes Asset Acquisition
BORDEN CHEMICAL: Venture Opens New Production Facility in China
BREUNERS HOME: Great American Group Begins 47-Store GOB Sales
BURKS PHYSICIAN: Case Summary & 10 Largest Unsecured Creditors
CENTURY ALUMINUM: Prices 11-3/4% Senior Secured Debt Offering

CHAS COAL: Creditors' Committee Hires Greenebaum Doll as Counsel
COMDISCO HOLDING: Enters Final Phase of Corporate Dissolution
CONCERT INDUSTRIES: Gets CCAA Protection in Quebec Until Sept. 30
CONCERT INDUSTRIES: Reports $900,000 Net Loss in Second Quarter
CONSECO INC: Reorganized Company Names William Kirsch Pres. & CEO

CONSUMERS ENERGY: Fitch Rates $800MM Bonds BB+ with Stable Outlook
CORNING INC: Fitch Upgrades Debt to BB+ & Preferred Stock to B+
COVANTA ENERGY: Broad Street Holds Allowed $2.3MM Unsecured Claim
CROWN AMERICAS: S&P Puts BB Rating on $125 Million Term Loan
CSG SYSTEMS: Moody's Withdraws Low-B Ratings

CWMBS INC: Fitch Junks 3 Certificate Classes & Rates 2 Low-B
DEVLIEG BULLARD: Court Okays Interim $3.25 Million DIP Financing
DUANE READE: Completed Go-Private Merger Transaction on July 30
DUANE READE: Launches Cash Offer for 2.1478% Sr. Convert. Notes
ENERGY VISIONS: Pursues Restructuring & Requests TSXV Delisting

ENRON: Subsidiary Plans to Sell Blytheville Property for $2.8 Mil.
ENRON: Asks Court to Approve Blytheville Sale Bidding Procedures
ENRON CORP: Asks Court to Approve Marine Terminals Break-Up Fee
FLAGSHIP CLO: S&P Assigns BB Rating to $274 Million Class D Notes
FLEMING AND PENCE: Voluntary Chapter 11 Case Summary

FLEMING COS: Del Monte & Simplot Want PACA Trust Fund Established
FUN-4-ALL: Creditors Committee Hires M.J. Renick as Accountants
G-STAR: S&P Assigns BB Rating to $24 Million Preferred Shares
GENERAL MEDIA: Plan Delivers Penthouse Magazine to Bondholders
GENERAL MEDIA: Penthouse International Sues Bondholders

GLOBAL CROSSING: Carlos Slim & Family Disclose 19.9% Equity Stake
GLOBAL CROSSING: Nasdaq Says Listing Can Continue Until Sept. 10
GOPHER STATE: Case Summary & 20 Largest Unsecured Creditors
HAYES LEMMERZ: Wants to Nix GE Capital's $8 Million Admin. Claim
HOLLINGER: Annual Report Delay Will Trigger Bond Indenture Default

HOLLINGER INC: Provides Updates on Civil Proceedings
INDUSTRIAL WHOLESALE: Case Summary & Largest Unsecured Creditors
INFOUSA: CEO Vin Gupta Purchases 10,000 Additional Shares
KITCHEN: Committee Brings-In Lowenstein Sandler as Counsel
LAIDLAW INC: Laidlaw Int'l Reports About Stock Awards & Options

LEHMAN: Moody's Puts Ba2-Rated Class B-2 Certificates Under Review
MARINER HEALTH: Suit Charges Violation of Alabama False Claims Act
MID-STATE RACEWAY: Case Summary & 40 Largest Unsecured Creditors
MILLENIUM ASSISTED: Hires Gershon Biegeleisen as Accountants
MIRANT CORP: Wants PwC to Help with Testing & Tax Form Preparation

MOONEY AEROSPACE: U.S. Trustee Names 3-Member Creditors Committee
NATIONAL CENTURY: Liberty Wants Lincoln Sale Stayed Pending Appeal
NEXPAK CORPORATION: Files Reorganization Plan in N.D. Ohio
OXFORD AUTOMOTIVE: Liquidity Concerns Prompt Moody's Junks Ratings
PH OPCO: Moody's Gives Low-B Ratings, Citing Small Market Share

QUALITY DISTRIBUTION: Appoints R.J. Millstone SVP & Gen. Counsel
QUALITY DISTRIBUTION: June 30 Balance Sheet Insolvent by $27.5MM
QWEST COMMS: Quest Corp. Concludes $575 Million Debt Offering
RCN CORP: Court Okays Committee's Bid to Tap Capital & Technology
SHOWCASE AUTO: Gets Approval to Use Lenders' Cash Collateral

SOLAR INVESTMENT: Fitch Affirms B- Rating on $22M Sub. Notes
SOLAR INVESTMENT: Fitch Downgrades Class III-A and B Notes to B+
SOLUTIA INC: Asks Court to Approve Joint Prosecution/Defense Pact
STILLWATER MINING: S&P Affirms $180MM Credit Facility's BB Rating
SURFSIDE RESORT: Creditors Meeting Rescheduled to Tomorrow

TANGO INC: Initiates New Program to Address International Demand
THE GREAT ATLANTIC: High Cash Burn Rate Prompts Moody's Downgrades
TOUCHSTONE RESOURCES: Completes New $6 Million Equity Financing
TOYS 'R' US': Fitch Puts Senior Debt BB Ratings on Watch Negative
TRANSWESTERN PUBLISHING: S&P Lowers Corporate Credit Rating to B+

UAL CORP: Unions Argue New DIP Financing Terms are Illegal
UBS: Moody's Reviews & May Downgrade Ba1-Rated Class B-5 Certs.
UNITED AIRLINES: Machinists Union Files Pension Suit in N.J.
US AIRWAYS: Glanzer Tells Pilots' Union Chapter 22 Very Likely
VENUS EXPLORATION: Deregisters Shares After Plan Confirmation

VHJ ENERGY: Hires Paul Hunter as Bankruptcy Counsel
VIATICAL LIQUIDITY: U.S. Trustee Appoints Creditors' Committee
W.R. GRACE: Wants to Employ Deloitte as Compensation Advisors
WEST-ALL PROPERTIES: Case Summary & Largest Unsecured Creditors
WASHINGTON MUTUAL: Fitch Rates Five Certificate Classes Low-B

WINSTAR COMMS: Chapter 7 Trustee Wants to Give DIP Lenders $5 Mil.
WMC MORTGAGE: Fitch Junks 1 Certificate Class & Affirms 1 at B
WORLDCOM INC: Wants Browning & Pinkston Trespass Claims Halted

* Daniel Grigsby Joins Jeffer Mangels' Sports Industry Practice

* BOND PRICING: For the week of August 15 - August 19, 2004

                           *********

ADELPHIA COMMS: Investors Sue Motorola and Scientific-Atlanta
-------------------------------------------------------------
Argent Classic Convertible Arbitrage Fund, LP, individually and on
behalf of other Adelphia Communications Corporation investors,
filed a lawsuit in the U.S. District Court for the Southern
District of New York against Scientific-Atlantic, Inc., Motorola,
Inc., Julian Eidson, and Wallace Haislip.  The complaint charges
these companies with aiding in the accounting fraud that forced
ACOM into bankruptcy.

The other named plaintiffs are:

   -- Argent Classic Convertible Arbitrage Fund (Bermuda), Ltd.,
   -- Argent Lowlev Convertible Arbitrage Fund, Ltd.,
   -- Argent Lowlev Convertible Arbitrage Fund, LLC,
   -- UBS O'Connor, LLC,
   -- UBS Global Equity Arbitrage Master, Ltd.,
   -- UBS O'Conner, LLC,
   -- UBS Global Convertible Portfolio, and
   -- Eminence Capital, LLC

Mr. Eidson is Scientific-Atlanta's senior vice president of
finance and Mr. Haislip is the company's chief financial officer.

                  Scientific Atlanta Comments

Scientific-Atlanta, Inc. (NYSE: SFA) acknowledged receipt of the
Complaint in a press release.  Scientific-Atlanta says the
shareholders allege that certain commercial transactions between
Adelphia and Scientific-Atlanta relating to Adelphia's purchases
of digital set-top boxes and a marketing support agreement
purportedly resulted in violations of the anti-fraud provisions of
the federal securities laws with respect to investors in Adelphia
securities.  "The suit does not allege any impropriety by
Scientific-Atlanta regarding its financial statements,"
Scientific-Atlanta says and the company "intends to vigorously
defend the claim."

Scientific-Atlanta, Inc. -- http://www.scientificatlanta.com/  
-- is a leading supplier of digital content distribution systems,
transmission networks for broadband access to the home, digital
interactive set-tops and subscriber systems designed for video,
high-speed Internet and voice over IP (VoIP) networks, and
worldwide customer service and support.

Headquartered in Coudersport, Pa., Adelphia Communications
Corporation (OTC: ADELQ) -- http://www.adelphia.net/-- 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)


AMERICAN SEAFOODS: Terminates 10-1/8% Senior Debt Offering
----------------------------------------------------------
American Seafoods Corporation, and American Seafoods Group, LLC,
of Seattle Washington affiliate, have decided to postpone an
initial public offering of its Income Deposit Securities (IDSs) to
a later date because of adverse market conditions.

The company's registration statement on Form S-1 has not been
withdrawn and remains pending before the Securities and Exchange
Commission.  The company intends to monitor market conditions.

"Although we remain confident in the strength of our business, the
current market environment has proved disappointing," said
American Seafoods chairman and chief executive officer Bernt O.
Bodal.  "We fully expect to be back in the market when conditions
improve."

In addition, American Seafoods Group and American Seafoods
Finance, Inc., terminated their previously announced tender offer
and consent solicitation for their outstanding 10-1/8% Senior
Subordinated Notes due 2010.

The registration statement relating to the proposed offering of
IDSs was filed with the Securities and Exchange Commission last
year, but has not yet become effective. The securities may not be
sold nor may offers to buy be accepted prior to the time the
registration statement becomes effective. This press release shall
not constitute an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of the securities
in any state or jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction.

The closing of the initial public offering and the other financing
transactions contemplated by the registration statement on Form
S-1 (Registration No. 333-105499) is a condition precedent to the
consummation of the tender offer.  On August 5, 2004, American
Seafoods filed Amendment No. 10 to its registration statement on
Form S-1 with the Securities and Exchange Commission.

The consent expiration date was 5:00 p.m., New York City time, on
September 26, 2003.  Holders who desired to receive the consent
payment and the tender offer consideration must have both validly
consented to the proposed amendments and validly tendered their
Notes pursuant to the offer on or prior to the consent expiration
date.  Holders who validly tender their Notes after the consent
expiration date will receive the tender offer consideration, which
is $1,170 per $1,000 principal amount of Notes, but not the
consent payment.  As of the close of business on
September 26, 2003, which was the consent expiration date and the
last day on which validly tendered Notes could have been
withdrawn, American Seafoods had received the requisite consents
to the proposed amendments to the Indenture governing the Notes.  
Consequently, the proposed amendments were incorporated in the
Third Supplemental Indenture, which was executed and delivered on
September 26, 2003, by and among American Seafoods Group LLC,
American Seafoods Finance, Inc., the guarantors listed on Schedule
A thereto and Wells Fargo Bank, National Association, as trustee.
The proposed amendments to the Indenture, which will not become
operative unless and until the Notes are accepted for purchase by
American Seafoods, will eliminate substantially all of the
restrictive covenants, certain repurchase rights and certain
events of default and related provisions contained in such
indenture.

American Seafoods, headquartered in Seattle, Washington, is the
largest harvester and at-sea processor of pollock and the largest
processor of catfish in the United States.


ANC RENTAL: Has Until February 14, 2005, to Object to Claims
------------------------------------------------------------
Creditors filed approximately 11,500 claims in ANC Rental
Corporation's Chapter 11 cases.  The Debtors have asked the U.S.
Bankruptcy Court for the District of Delaware to expunge, reduce,
or reclassify more than 1,300 proofs of claim, leaving more than
10,000 claims still subject to the claims reconciliation process.

The Debtors have contacted many of the Claimants and asked the
Claimants amend or withdraw their proofs of claim.  Of the
remaining claims, the Debtors have obtained either a letter or
stipulation from 2,000 Claimants consenting to withdraw or modify
their claims.  Joseph Grey, Esq., at Stevens & Lee, in
Wilmington, Delaware, tells the Court that the Debtors will be
filing a motion for approval of these settlements pursuant to Rule
9019 of the Federal Rules of Bankruptcy Procedure.

In addition, there are more than 1,600 claims against the Debtors'
estates that can be characterized as personal injury or wrongful
death claims.  The Debtors are working with Cerberus Capital
Management, L.P., and Vanguard Car Rental USA, Inc., as purchasers
of their assets, to settle or resolve these claims in the state
courts.

Delaware Local Rules 3007-1(f)(i) and (ii) restrict the Debtors
from filing substantive objections to more than 300 claims per
month, unless the Court orders otherwise.  With over 1,400
expected substantive objections, the Debtors submit that an
extension of time is necessary to complete the claims
reconciliation process.

In light of the magnitude and scope of the Remaining Claims left
to be resolved, at the Debtors' request, Judge Walrath extends the
deadline for the Debtors to file objections to proofs of claim to
February 14, 2005.

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

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


APM INC: Wants to Use Union Bank of California's Cash Collateral
----------------------------------------------------------------
APM, Inc., asks the U.S. Bankruptcy Court for the Eastern District
of California, Sacramento Division, for authority to use Union
Bank of California's cash collateral to finance its ordinary and
necessary operating expenses.

The Debtor tells the Court that it is unable to obtain financing
on an unsecured basis.  Continued post-bankruptcy use of Union
Bank's Cash Collateral is necessary to make timely payments to
commissioned employees of their accrued commissions and to
properly operate, maintain and preserve the business.  

The Debtor submit that the Bank's existing lien, combined with the
benefit of the proposed expenditures in preserving and maintaining
the Bank's collateral, provide adequate protection of the Bank's
interest.

As of the Petition Date, the Debtor owed Union Bank $4,470,255.  
The Bank has agreed to the Debtor's use of its cash collateral in
strict accordance with a 5-Month Budget through November 2004
projecting:

      Cash On Hand                475,000
      Account Receivables       3,200,000
      Inventory Value           3,555,000
      Life Insurance              400,000
      Miscellaneous                50,000

The Budget predicts that the Bank will be paid in full and the
company will have approximately $1,882,572 in gross proceeds
available for distribution to unsecured creditors.

In order to secure the Bank's claims against the Debtor to the
extent the Company's use of Cash Collateral results in any
diminution of the value of collateral, the Bank will be granted
replacement liens with the same scope, validity, perfection,
relative priority, and enforceability as the prepetition security.  

Headquartered in Los Altos, California, APM, Inc., is engaged in
the business of distributing and marketing wine bottles, capsules
and corks to the international wine industry. The Company filed
for chapter 11 protection on July 27, 2004 (Bankr. E.D. Cal. Case
No. 04-27694).  George C. Hollister, Esq., in Sacramento, Calif.,
represents the Company in its restructuring efforts. When the
Debtor filed for protection from its creditors, it reported assets
of over $1 million and debts of over $10 million.


BICYCLE SPORTS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Bicycle Sports, LLC
        4430 Highway 31 West
        Tyler, Texas 75709

Bankruptcy Case No.: 04-61705

Chapter 11 Petition Date: August 12, 2004

Court: Eastern District of Texas (Tyler)

Debtor's Counsel: William Sheehy, Esq.
                  Wilson Law Firm
                  PO Box 7339
                  Tyler, Texas 75711

Total Assets: $780,277

Total Debts: $2,614,529

Debtor's 20 Largest Unsecured Creditors:

Entity                                    Claim Amount
------                                    ------------
BBC, LLC                                      $190,000

AM South                                      $156,849

Ben Popp                                       $50,000

Brown Printing Company                         $42,223

Brian Cowan                                    $42,000

American Express/United Recovery               $36,455

Sefarth & Shaw                                 $36,328

Ronan Walsh                                    $35,000

Dell Financial                                 $32,091

The Recovery Group (UPS)                       $30,046

KHS, Inc.                                      $25,621

Synapse/ECS                                    $20,500

Kestrel                                        $19,547

Cannondale Bicycle Corporation                 $19,000

American Bicycle Group                         $18,765

Weiss, Sugar, Dvorak & Desek, Ltd.             $15,197

Hi Fibre Textiles, Ltd.                        $14,763

Dell Account                                   $14,653

Gollob, Morgan & Peddy                         $14,567

MacLean Quality Composites                     $14,162


BORDEN CHEMICAL: Apollo Management Completes Asset Acquisition
--------------------------------------------------------------
Apollo Management, LP, a private investment firm, has successfully
completed its acquisition of Borden Chemical, Inc., a leading
supplier of thermoset and other high performance resins, adhesives
and specialty chemicals.

In conjunction with the transaction, Borden Chemical has closed on
its previously announced private placement of $475 million in
Second Priority Senior Secured Notes, which was used to help fund
the transaction.  In addition, the company has closed on a
$175 million Amended and Restated Credit Facility.

Apollo Management acquired Borden Chemical, which last year had
sales of $1.4 billion, from an affiliate of the investment firm
Kohlberg Kravis Roberts & Company.

                     About Apollo Management, L.P.

Apollo Management, L.P., founded in 1990, is among the most active
and successful private investment firms in the U.S. in terms of
both number of investment transactions completed and aggregate
dollars invested. Since its inception, Apollo has managed the
investment of an aggregate of approximately $13 billion in equity
capital in a wide variety of industries, both domestically and
internationally.

                     About Borden Chemical, Inc.

Borden Chemical produces binding and bonding resins, performance
adhesives, UV-curable coatings and the building-block chemical
formaldehyde for various wood and industrial markets through its
network of 48 manufacturing facilities in 9 countries. Information
on Borden Chemical can be found at its website,
http://www.bordenchem.com/

                         *     *     *

As reported in the Troubled Company Reporter's July 28, 2004
edition, Standard & Poor's Ratings Services' ratings on resins
producer Borden Chemical Inc. remain on CreditWatch with negative
implications. The ratings were placed on CreditWatch on July 6,
2004, following the announcement that Apollo Management LP will
acquire Borden Chemical from Kohlberg Kravis Roberts & Co. for
about $1.2 billion.

Standard & Poor's will resolve the CreditWatch when the
acquisition of Borden Chemical is completed. At that time, the
corporate credit rating of Borden Chemical will be lowered to 'B+'
from 'BB' and the ratings on the existing unsecured notes will be
lowered to 'B-' from 'BB-'. The outlook will be stable.

At the same time, Standard & Poor's assigned its 'BB-' senior
secured bank loan rating and a recovery rating of '1' to Borden
Chemical's proposed $175 million secured revolving credit
facility, based on preliminary terms and conditions. The 'BB-'
rating is one notch higher than the expected corporate credit
rating following the CreditWatch resolution; this and the '1'
recovery rating indicate high expectation of full recovery of
principal in the event of a default.

Standard & Poor's also assigned its 'B-' rating and a recovery
rating of '4' to the company's proposed tranches of senior second
secured notes totaling $475 million with maturity dates of 2010
and 2014 to be issued under Rule 144a with registration rights.
The 'B-' rating is two notches lower than the expected corporate
credit rating following the CreditWatch resolution, reflecting a
limited security package, the priority position of secured debt
and meaningful subsidiary obligations in an advantaged position
relative to the notes; this and the '4' recovery rating indicate
a marginal (25%-50%) recovery of principal in the event of a
default. With the CreditWatch resolution, the ratings that are
being assigned Friday, July 23 will be affirmed.

Proceeds from the new bank credit facility and the senior second
secured notes are to be used to finance the acquisition of Borden
Chemical and to repay a portion of the company's existing
indebtedness.

"The overall creditworthiness of Borden Chemical will reflect a
very aggressive financial profile resulting from high debt
leverage at the outset of the proposed acquisition by Apollo
Management, somewhat offset by the company's fair business profile
as a leading global manufacturer of formaldehyde-based resins,"
said Standard & Poor's credit analyst Peter Kelly.


BORDEN CHEMICAL: Venture Opens New Production Facility in China
---------------------------------------------------------------
Asia Dekor Borden Chemical (Heyuan) Company Limited, a joint
venture between affiliates of Borden Chemical, Inc. and China's
Asia Dekor Group, has successfully completed the startup of a
formaldehyde and resin production facility in Heyuan, China.

Borden Chemical is managing the formaldehyde and resin plant,
which has the capacity to annually deliver 55,000 metric tons of
advanced resins for the production of high and medium density
fiberboard and particleboard. The major customer for the facility
is Asia Dekor (Heyuan) Woods Company Limited, which operates an
adjacent new facility that produces fiberboard.

The premium resins produced at the new plant enable the
manufacture of wood panels that meet the stringent Super E0
standard for low emissions. The plant includes state-of-the-art
controls and will be operated according to Borden Chemical's
global environmental and safety standards.

More than six hundred guests attended the opening ceremonies for
the facility and the adjacent Asia Dekor plant. Among the
dignitaries attending were senior officials from the Guangdong
Provincial and Heyuan City governments, as well as representatives
of the Chinese Ministry of Forestry, Borden Chemical and Asia
Dekor.

In April 2004, Borden Chemical announced the formation of two
joint venture companies in China, as well as the opening of its
local Representative Office in Shanghai. The Heyuan resin facility
is the second manufacturing plant constructed and operating in
China through those joint ventures. The other plant, located near
Shanghai, manufactures UV-curable materials for fiber optics and
other applications.

                     About Borden Chemical, Inc.

Borden Chemical produces binding and bonding resins, performance
adhesives, UV-curable coatings and the building-block chemical
formaldehyde for various wood and industrial markets through its
network of 48 manufacturing facilities in 9 countries. Information
on Borden Chemical can be found at its website,
http://www.bordenchem.com/

                         *     *     *

As reported in the Troubled Company Reporter on July 28, 2004,
Standard & Poor's Ratings Services' ratings on resins producer
Borden Chemical Inc. remain on CreditWatch with negative
implications. The ratings were placed on CreditWatch on July 6,
2004, following the announcement that Apollo Management LP will
acquire Borden Chemical from Kohlberg Kravis Roberts & Co. for
about $1.2 billion.

Standard & Poor's will resolve the CreditWatch when the
acquisition of Borden Chemical is completed. At that time, the
corporate credit rating of Borden Chemical will be lowered to 'B+'
from 'BB' and the ratings on the existing unsecured notes will be
lowered to 'B-' from 'BB-'. The outlook will be stable.

At the same time, Standard & Poor's assigned its 'BB-' senior
secured bank loan rating and a recovery rating of '1' to Borden
Chemical's proposed $175 million secured revolving credit
facility, based on preliminary terms and conditions. The 'BB-'
rating is one notch higher than the expected corporate credit
rating following the CreditWatch resolution; this and the '1'
recovery rating indicate high expectation of full recovery of
principal in the event of a default.

Standard & Poor's also assigned its 'B-' rating and a recovery
rating of '4' to the company's proposed tranches of senior second
secured notes totaling $475 million with maturity dates of 2010
and 2014 to be issued under Rule 144a with registration rights.
The 'B-' rating is two notches lower than the expected corporate
credit rating following the CreditWatch resolution, reflecting a
limited security package, the priority position of secured debt
and meaningful subsidiary obligations in an advantaged position
relative to the notes; this and the '4' recovery rating indicate
a marginal (25%-50%) recovery of principal in the event of a
default. With the CreditWatch resolution, the ratings that are
being assigned Friday, July 23 will be affirmed.

Proceeds from the new bank credit facility and the senior second
secured notes are to be used to finance the acquisition of Borden
Chemical and to repay a portion of the company's existing
indebtedness.

"The overall creditworthiness of Borden Chemical will reflect a
very aggressive financial profile resulting from high debt
leverage at the outset of the proposed acquisition by Apollo
Management, somewhat offset by the company's fair business profile
as a leading global manufacturer of formaldehyde-based resins,"
said Standard & Poor's credit analyst Peter Kelly.


BREUNERS HOME: Great American Group Begins 47-Store GOB Sales
-------------------------------------------------------------
Great American Group, one of the nation's leading asset management
firms, has commenced the orderly liquidation for Breuners Home
Furnishings.  Breuners operates home furnishing showrooms under
the names Huffman-Koos, Goods Furniture and Breuners Home
Furnishings.  A total of 47 stores (Huffman-Koos, 20 stores; Goods
Furniture, 17 stores; Breuners Home Furnishings, 10 stores) will
be closed in Connecticut, New Jersey, Pennsylvania, and
California.

"Great American Group and our joint-venture partners (Gordon
Brothers, Hilco Merchant Resources, and Zimmer-Hester) were
pleased to be selected as the winning bidder in this process and
we are confident that we will have a successful sale. We look
forward to providing customers with great values on high-quality
furniture for every room in their home," stated Jeff Yellen,
President of Great American Group, Furniture Division.

Customers will be able to take advantage of great discounts off
home furnishings for the entire home, including: entertainment
centers, home office systems, bedroom furniture, living and dining
room sets, sectional furniture, and much more. Sales have begun at
several store locations and will begin shortly at all other
locations. The sale is expected to last 6-10 weeks.

A complete list of the store closings is available at
http://www.greatamerican.com/  

Great American Group provides financial services to North
America's most successful retailers, distributors, manufacturers,
and healthcare facilities. Their well-established services center
on turning excess assets into immediate cash through strategic
store closings and wholesale, industrial, and healthcare
liquidations and auctions. With over 30 years of liquidation
experience, Great American Group has successfully completed over
1,000 transactions. Headquartered in Los Angeles, Great American
Group also has offices in Chicago, Boston, New York, and Atlanta.
For more information, please call Jeff Yellen at 1-800-85-GREAT or
visit http://www.greatamerican.com/

Headquartered in Lancaster, Pennsylvania, Breuners Home
Furnishings Corp. -- http://www.bhfc.com/-- is one of the largest  
national furniture retailers focused on the middle to upper-end
segment of the market.  Breuners filed for Chapter 11 protection
on July 14, 2004 (Bankr. Del. Case No. 04-12030).  Liquidators
Great American Group, Gordon Brothers, Hilco Merchant Resources,
and Zimmer-Hester) were brought on board within the first 30 days
of the bankruptcy filing to conduct Going-Out-of-Business sales at
the furniture retailer's 47 stores.  Bruce Grohsgal, Esq., and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub represent the Debtors.  The Company reported more than
$100 million in assets and liabilities when it sought protection
from its creditors.  


BURKS PHYSICIAN: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Burks Physician Management, Inc.
        dba Back & Joint Institutes of Texas
        100 North East Loop 410, Suite 555
        San Antonio, Texas 78216

Bankruptcy Case No.: 04-54705

Type of Business: The Debtor offers chiropractic services.

Chapter 11 Petition Date: August 12, 2004

Court: Western District of Texas (San Antonio)

Judge: Leif M. Clark

Debtor's Counsel: Phillip A. Yochem, Jr., Esq.
                  Olympia Business Center
                  9330 Corporate Drive, Suite. 106
                  Selma, Texas 78154

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 10 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
IRS                           Tax                        Unknown

Rose Medical Group            Trade                      $29,188

Sallie Mae                                               $26,382

MBNA America                                             $11,807

Ahern, Triem, Kirk                                        $7,500
& Grater, LLP                                  

American Education Services                               $2,691

Jones & Cook Stationers                                   $2,087

ALTEX Electronics, Ltd.                                   $1,754

Club Regina Trust II                                      $1,421

Time Warner Telecom                                       $1,351


CENTURY ALUMINUM: Prices 11-3/4% Senior Secured Debt Offering
-------------------------------------------------------------
Century Aluminum Company (NASDAQ:CENX) has determined the tender
offer consideration and the total consideration to be paid in its
current tender offer and consent solicitation for its 11-3/4%
Senior Secured First Mortgage Notes Due 2008 (CUSIP No.
156431AC2). Upon consummation of the tender offer, assuming the
payment date is August 26, 2004, the Company will pay $1,096.86
for each $1,000 principal amount of Notes purchased in the tender
offer, plus accrued and unpaid interest.

Holders who tendered their Notes prior to 5:00 p.m., New York City
time, on August 6, 2004, will receive a consent payment of $20.00
per $1,000 of principal amount of Notes resulting in a total
consideration of $1,116.86 for each $1,000 principal amount of
Notes purchased in the tender offer, plus accrued and unpaid
interest up to but not including the date of payment.

The tender offer consideration, as set forth in the Company's
Offer to Purchase and Consent Solicitation Statement dated July
29, 2004, is equal to the present value of the Notes as of the
payment date, minus the consent payment of $20.00 per $1,000 of
principal amount of Notes. The present value of the Notes was
calculated in accordance with standard market practice, assuming
each $1,000 principal amount of the Notes would be paid at a
redemption price of $1,058.75 on April 15, 2005, the earliest
redemption date of the Notes, discounted at a rate equal to 50
basis points over the yield to maturity, calculated on a semi-
annual bond equivalent basis, of the 1.625% U.S. Treasury Note due
April 30, 2005, based on the bid price for the reference Treasury
Note (as quoted on the Bloomberg Government Pricing Monitor on
Page PX3) at 10:00 a.m., New York City time, today.

The tender offer expires at 10:00 a.m., New York City time, on
August 26, 2004, unless extended or earlier terminated. Century
has received tenders of more than 96% of the outstanding principal
amount of the Notes.

The closing of the tender offer is subject to certain conditions
including the closing of the Company's previously announced
private offerings of convertible notes and senior notes to finance
the purchase of the Notes in the tender offer. The private
offering of convertible notes closed August 9, 2004, and the
private offering of senior notes is expected to close August 26,
2004.

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

This press release is not an offer to purchase, a solicitation of
an offer to sell or a solicitation of consents with respect to any
securities, including the Notes. The offer is being made solely by
the Offer to Purchase and Consent Solicitation Statement and
related Letter of Transmittal and Consent dated July 29, 2004.

The securities offered by the Company to finance the purchase of
the Notes in the tender offer will be offered pursuant to an
exemption from registration under the Securities Act of 1933, as
amended. Such securities will not be registered under the
Securities Act and, accordingly, may not be offered or sold in the
United States absent registration under the Securities Act or an
applicable exemption from the registration requirements.

                          About Century

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

                         *     *     *

As reported in the Troubled Company Reporter on August 12, 2004,
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.


CHAS COAL: Creditors' Committee Hires Greenebaum Doll as Counsel
----------------------------------------------------------------
The Official Unsecured Creditors Committee in Chas Coal, LLC's
chapter 11 case asks the U.S. Bankruptcy Court for the Eastern
District of Kentucky for permission to hire Greenebaum Doll &
McDonald PLLC as their legal counsel.

Greenebaum Doll is expected to:

   a) give the Committee advice with respect to its duties,
      responsibilities and powers in this case;

   b) assist the Committee in its investigation of the acts,
      conduct, assets, liabilities and financial condition of
      the Debtor, the operation of the Debtor's businesses and
      desirability of the continuance of such businesses, and
      any other matters relevant to the case or to the
      negotiation and formulation of a plan;

   c) prepare on behalf of the Committee of all necessary
      pleadings and other documentation;

   d) give legal advice with respect to the Debtor's formulation
      of a plan, the Debtor's proposed plans with respect to the
      prosecution of claims against various third parties and
      any other matters relevant to the case or to the
      formulation of a plan in this case;

   e) give legal advice and representation, if appropriate, with
      respect to the employment of a trustee examiner, should
      such action become necessary, or any other legal decision
      involving interests represented by this Committee;

   f) represent the Committee in judicial hearings and
      proceedings; and

   g) perform other legal services as may be required and in the
      interest of the creditors and this Committee.

Gregory R. Schaaf, Esq., reports that Greenebaum Doll
professionals currently bill:

            Position               Hourly Rate
            --------               -----------
            attorneys              $400
            members and counsels    210
            associates              225 - 140
            paralegals              155 -  95

Headquartered in London, Kentucky, Chas Coal, LLC --
http://www.chascoal.com/-- is mines, processes and sells high  
quality, low sulfur Eastern Kentucky coal.  The Company filed for
chapter 11 protection on June 17, 2004 (Bankr. E.D. Ky. Case No.
04-60972). Robert Gregory Lathram, Esq., in London, Kentucky,
represents the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$28,080,624 in total assets and $8,601,895 in total debts.


COMDISCO HOLDING: Enters Final Phase of Corporate Dissolution
-------------------------------------------------------------
Comdisco Holding Company, Inc. (OTC:CDCO) reported financial
results for its fiscal third quarter ended June 30, 2004. Comdisco
emerged from Chapter 11 on August 12, 2002. Under its Plan of
Reorganization, Comdisco's business purpose is limited to the
orderly runoff or sale of its remaining assets.

                        Operating Results

For the three months ended June 30, 2004, Comdisco Holding
Company, Inc. reported net earnings of approximately $8 million.
The per share results for Comdisco Holding Company, Inc. are based
on the 4.2 million shares of common stock outstanding on average
during the quarter ended June 30, 2004.

For the nine months ended June 30, 2004, total revenue decreased
by 58 percent to $101 million and net cash provided by operating
activities decreased by 88 percent to $154 million, compared to
the nine months ended June 30, 2003. The company expects its total
revenue and net cash provided by operating activities to continue
to decrease until the wind-down of its operations is complete.

The company's total assets decreased by 41 percent to $219 million
as of June 30, 2004 from $373 million as of September 30, 2003.
The $218 million of total assets as of June 30, 2004 included $188
million of cash.

As a result of bankruptcy restructuring transactions, adoption of
fresh-start reporting and multiple asset sales, Comdisco Holding
Company, Inc.'s financial results are not comparable to those of
its predecessor company, Comdisco, Inc. Please refer to the
company's quarterly report on Form 10-Q filed on August 12, 2004
for complete financial statements and other important disclosures.

                      Wind-Down of Operations

Comdisco Holding Company, Inc. has substantially completed the
monetization of its assets and has entered the final phase of the
wind-down of operations contemplated by the Plan of
Reorganization. On August 12, 2004, in accordance with previously
disclosed plans and pursuant to a Bankruptcy court order entered
on April 15, 2004, Comdisco took several actions in furtherance of
the wind-down. Randolph I. Thornton's appointment as initial
disbursing agent became effective after the resignations of four
of the five members of the board of directors, leaving Mr.
Thornton as the sole director of Comdisco Holding Company, Inc.
Comdisco's charter was amended to provide for a one-member board
of directors. Mr. Thornton also became chief executive officer and
president of Comdisco, replacing Ronald C. Mishler, who has served
as chairman, chief executive officer and president since August
2002. "I have been privileged to lead a very talented team of
people for the past two years," Mr. Mishler said. "Through their
hard work and dedication, we have successfully monetized
substantially all of Comdisco's assets through this wind-down
process. I am very pleased that someone of Randy Thornton's
abilities has agreed to lead the company through its final
stages."

Comdisco also filed a Certificate of Dissolution with the State of
Delaware to formally extinguish the company's corporate existence
except for the purpose of completing the wind-down of operations
contemplated by the Plan of Reorganization.

Thornton has served on Comdisco's board of directors since August
2002 and was a managing director and senior credit officer of
Citigroup where he managed many corporate reorganizations and held
various positions for over thirty-three years until his retirement
in January 2004. He has served as an advisor to, and director of,
various other public companies. "On behalf of all the stakeholders
of Comdisco, I would like to thank Ron Mishler for his invaluable
contributions in leading the company over the past two years,"
Thornton said. "I would also like to thank the company's other
former directors, Jeffrey A. Brodsky, Robert M. Chefitz and
William A. McIntosh, for providing the guidance which has enabled
the company to successfully reach this stage of the wind-down
process. Working with the experienced team still remaining at
Comdisco, I am ready to guide the company through the final stages
of its wind-down."

                           About Comdisco

Comdisco filed for chapter 11 protection on July 16, 2001 (Bankr.
N.D. Ill. Case No. 01-24795), and emerged from chapter 11
bankruptcy proceedings on August 12, 2002.  The purpose of
reorganized Comdisco is to sell, collect or otherwise reduce to
money in an orderly manner the remaining assets of the
corporation.  Pursuant to Comdisco's plan of reorganization and
restrictions contained in its certificate of incorporation,
Comdisco is specifically prohibited from engaging in any business
activities inconsistent with its limited business purpose.
Accordingly, within the next few years, it is anticipated that
Comdisco will have reduced all of its assets to cash and made
distributions of all available cash to holders of its common stock
and contingent distribution rights in the manner and priorities
set forth in the Plan. At that point, the company will cease
operations and no further distributions will be made.  John Wm.
"Jack" Butler, Jr., Esq., Charles W. Mulaney, Esq., George N.
Panagakis, Esq., Gary P. Cullen, Esq., N. Lynn Heistand, Esq.,
Seth E. Jacobson, Esq., Andre LeDuc, Esq., Christina M. Tchen,
Esq., L. Byron Vance, III, Esq., Marian P. Wexler, Esq., and
Felicia Gerber Perlman, Esq., at Skadden, Arps, Slate, Meagher &
Flom, LLP, represented Comdisco before the Bankruptcy Court.  Evan
D. Flaschen, Esq., and Anthony J. Smits, Esq., at Bingham Dana
LLP, served as Comdisco's International Counsel.  


CONCERT INDUSTRIES: Gets CCAA Protection in Quebec Until Sept. 30
-----------------------------------------------------------------
Concert Industries, Ltd., (TSX: CNG) and certain of its North
American subsidiaries obtained an order from the Quebec Superior
Court of Justice providing creditor protection under CCAA
Proceedings August 5, 2003.  The Company's European operations are
excluded from the CCAA Proceedings.  

PricewaterhouseCoopers Inc. was appointed by the Court to act as
the Monitor, and this order is currently in effect until
September 30, 2004.  The entire text of the Court orders and the
Monitor's reports are available through the Company's web site at
http://www.concert.ca/

The Company advises that under all options currently being
considered for a Plan of Arrangement and the Company's emergence
from CCAA protection, shareholders of the Company are anticipated
to receive only nominal, if any, consideration for their existing
shares.

Concert Industries Ltd. is a company specializing in the
manufacture of cellulose fiber based non-woven fabrics using
airlaid manufacturing technology.  Concert's products have
superior absorbency capability and are key components in a wide
range of personal care consumer products, including feminine
hygiene and adult incontinence products.  Other applications
include pre-moistened baby wipes, disposable medical and
filtration applications and tabletop products.  The Company has
manufacturing facilities in Canada, in Gatineau and Thurso,
Quebec, and in Germany, in Falkenhagen, Brandenburg.


CONCERT INDUSTRIES: Reports $900,000 Net Loss in Second Quarter
---------------------------------------------------------------
Concert Industries Ltd. (TSX: CNG) disclosed its financial results
for the second quarter ended June 30, 2004.

For financial presentation purposes, Concert ACI, Inc., has been
treated as discontinued operations.

The Company defines defined EBITDA as earnings before provisions
for amortization, interest expense, reorganizing expenses, write-
down of property, plant and equipment, deferred cost and goodwill,
income taxes, and discontinued operations.  EBITDA is not a
measure of performance under Canadian generally accepted
accounting principles; however, management uses this performance
measure to assess the operating performance of its assets.

                     Second Quarter Results

Results for the second quarter of 2004 showed a net loss of
$900,000 compared to a net loss of $5.9 million for the same
period last year.  For continuing operations, the Company recorded
a net loss of $900,000 compared to a net loss of $5.6 million in
the prior year.  Included in the net loss for the second quarter
of 2004 are $1.1 million of reorganizing expenses, incurred as a
result of the CCAA Proceedings and primarily consisting of
professional fees.

Revenues increased by $6.9 million to $45.7 million or 17.8%
compared to the second quarter in 2003, due to higher volumes in
both North America and Europe.

Gross margin was up by $3.0 million to $9.1 million, or 49.2%.  
This increase in gross margin was a result of increased volumes
and improved productivity in both market segments.  As a
percentage of revenue, the gross margin increased to 19.9% from
15.7%, compared to the second quarter of 2003.

Fixed expenses were $4.5 million, down 38.3% compared to the
second quarter last year. Cost reductions in the areas of
administration, selling and marketing reflect the effects of the
Turnaround Plan, which included the relocation of the corporate
office to Gatineau.  Increases in fixed manufacturing, product
development and overhead cost were incurred to support efforts to
improve sales, productivity and reduce waste.

                Cash Flow and Financial Position

Cash used in operating and investing activities totaled
$1.8 million during the quarter.  This net cash usage during the
period was funded in part by additional debt and cash on hand at
the beginning of the period.  As at June 30, 2004, the Company had
net borrowings under the DIP financing of $6.0 million, and had
drawn $0.5 million under its German bank line of credit.

Concert Industries Ltd. is a company specializing in the
manufacture of cellulose fiber based non-woven fabrics using
airlaid manufacturing technology.  Concert's products have
superior absorbency capability and are key components in a wide
range of personal care consumer products, including feminine
hygiene and adult incontinence products.  Other applications
include pre-moistened baby wipes, disposable medical and
filtration applications and tabletop products.  The Company has
manufacturing facilities in Canada, in Gatineau and Thurso,
Quebec, and in Germany, in Falkenhagen, Brandenburg.

                         CCAA Update

On August 5, 2003, the Company and certain of its North American
subsidiaries obtained an order from the Quebec Superior Court of
Justice providing creditor protection under CCAA Proceedings. The
Company's European operations are excluded from the CCAA
Proceedings.  PricewaterhouseCoopers Inc. was appointed by the
Court to act as the Monitor, and this order is currently in effect
until September 30, 2004.  The entire text of the Court orders and
the Monitor's reports are available through the Company's web site
at http://www.concert.ca/

The Company advises that under all options currently being
considered for a Plan of Arrangement and the Company's emergence
from CCAA protection, shareholders of the Company are anticipated
to receive only nominal, if any, consideration for their existing
shares.


CONSECO INC: Reorganized Company Names William Kirsch Pres. & CEO
-----------------------------------------------------------------
Conseco, Inc.'s (NYSE:CNO) Board of Directors has appointed
William S. Kirsch as President and Chief Executive Officer. He
succeeds William J. Shea, who has decided to leave the company
after successfully leading Conseco in its emergence from
Chapter 11 and return to profitability. Mr. Kirsch has served
since September 2003 as Executive Vice President, General Counsel
and Secretary of Conseco.

The company also elected R. Glenn Hilliard, a Director and Non-
executive Chairman of Conseco since September 2003 and former
Chairman and CEO of ING Americas, as Executive Chairman. Mr.
Hilliard will work closely with Mr. Kirsch in setting and
overseeing execution of the strategic plan for Conseco, as well as
promoting key business relationships and nurturing key talent
within the company.

Speaking for the Board of Directors, Mr. Hilliard said, "Under
Bill Shea's leadership, Conseco has made tremendous progress
through its reorganization, emerging from bankruptcy and
delivering three consecutive quarters of profitability. As Conseco
looks forward to its next stage of growth, Bill Shea and the Board
agree that Bill Kirsch is ideally suited to successfully build a
strong enterprise, drive long-term growth, achieve our goal of
sustained operational excellence, and create value for our
shareholders. Bill Kirsch has been a valued adviser to Conseco and
we are extremely pleased to have him take the helm.

"Over the last two years, Bill Kirsch played a key role in the
restructuring of Conseco and was an integral part of the team that
helped the Company successfully emerge from bankruptcy," Mr.
Hilliard continued. "In addition to helping formulate Conseco's
post-bankruptcy business plan, he assisted in rebuilding Conseco's
balance sheet, led the restructuring of the Bankers Life
management team, and was helpful in reaching agreements with state
regulators regarding the challenges related to universal life and
long-term care products."

"Bill Shea provided strong leadership for Conseco through a
difficult transitional period and the Board greatly appreciates
the contributions he made in positioning Conseco for future
growth," Mr. Hilliard continued. "His leadership was critical in
restoring Conseco to profitability, completing our
recapitalization and earning ratings upgrades."

Mr. Shea said, "I'm very pleased to have had the opportunity to
work with the many wonderful people at Conseco to help achieve a
successful turnaround at the company. Given the progress we have
made, and having accomplished most of what I hoped to achieve at
Conseco, this was a natural time for me to move on. Bill Kirsch
has repeatedly demonstrated outstanding leadership abilities as a
key member of the team that got Conseco to this point in its
recovery, and I am confident that Conseco will successfully
achieve its long-term goals under the leadership of Bill, Glenn
and the rest of the senior management team."

Mr. Kirsch said, "Conseco has made tremendous progress in its
turnaround and established a solid foundation on which we can take
the company to the next level. Our focus moving forward will be to
continue the work to re-establish Conseco's position in the
marketplace and restore our 'A' rating by being a superior
operating company. Critical to that effort will be effectively
integrating our systems and operations across all of our
businesses, improving our servicing and administration of claims,
and creating a culture of excellence at every level of our
company. Our goal very simply will be to provide outstanding
customer service and product so that we can thrive in an intensely
competitive marketplace and restore the Company to leadership in
the industry."

Mr. Shea has resigned from the Board of Directors of Conseco, Inc.
and will not stand as a candidate for re-election to the Board at
the upcoming Annual Meeting of Shareholders on August 24. It is
contemplated that Mr. Kirsch will be elected to the Board
following the company's 2004 Annual Meeting of Stockholders on
August 24.

                  Earnings Guidance and Outlook

The Company said that its guidance for the second half of this
year would be adjusted to reflect the costs associated with the
executive transition, but otherwise remains unchanged. Including
these costs, Conseco now expects net income applicable to common
stock for the year ended December 31, 2004 to be in the range of
$200 million to $210 million, rather than the range of
$210 million to $220 million stated on August 4, 2004. Conseco's
earnings guidance is based on numerous assumptions and factors. If
they prove incorrect, actual earnings could differ materially from
estimates.

                        William S. Kirsch

Mr. Kirsch has served since September 2003 as Executive Vice
President, General Counsel and Secretary of Conseco Inc. Prior to
that, beginning in early 2003, he served as Acting General Counsel
for Conseco. He began representing the Company in the spring of
2002, and worked as Conseco's principal outside corporate counsel
throughout the Chapter 11 reorganization process. In addition to
his focus on litigation, regulatory and corporate governance
matters, Mr. Kirsch has played an increasing role in business
strategy and execution of a variety of key company initiatives.

Mr. Kirsch has been a managing partner with Kirkland & Ellis
(K&E), helping to lead one of the nation's largest and most
successful corporate law firms. He served on K&E's Management
Committee for the last five years, was Co-Chair of the K&E Finance
Committee, and was a Member of the K&E Compensation Committee. He
joined the firm in 1981 and was named a partner in 1986. In his
practice, Mr. Kirsch has specialized in complex financial,
regulatory and corporate governance issues, representing many
financial services and other companies, including Conseco. A
graduate of Northwestern University, Mr. Kirsch received his law
degree from Stanford University.

                        R. Glenn Hilliard

Mr. Hilliard became the Non-executive Chairman of Conseco's Board
of Directors in September 2003. His career in the insurance
industry began in 1968, when he joined Liberty Life Insurance
Company as an attorney. After leaving Liberty, where he was
elected President and CEO in 1982, he joined Security Life of
Denver, an ING company, where he served for four years before
being appointed President and CEO of ING America Life in 1993. In
1994, he was named Chairman and CEO of ING North America, and in
1999, he was appointed Chairman and CEO of ING Americas, a
position he held until his retirement in 2003.

Mr. Hilliard is a member of the Board of Directors of Piedmont
Hospital in Atlanta. He also serves as Vice-Chair Finance of the
High Museum and is President of the Clemson University Foundation.
He is a graduate of Clemson University, and earned his law degree
from George Washington University Law School in Washington, D.C.

A webcast of the conference call can be accessed through the
following link: http://www.pressnews.net/conseco/Listeners should  
go to the website at least 15 minutes before the event to
register, download and install any necessary audio software.

                          About Conseco

Conseco, Inc.'s insurance companies help protect working American
families and seniors from financial adversity: Medicare
supplement, long-term care, cancer, heart/stroke and accident
policies protect people against major unplanned expenses;
annuities and life insurance products help people plan for their
financial futures.

                         *     *     *

As reported in the Troubled Company Reporter on August 11, 2004,
Moody's Investors Service upgraded the debt and financial strength
ratings of Conseco, Inc., based on the company's successful
completion of its previously announced capital restructuring
initiatives and its second quarter 2004 financial results, which
were in line with Moody's expectations.  The rating agency
upgraded Conseco's existing bank debt to B2 from B3 and its  
mandatory convertible preferred securities to Caa2 from Caa3.  In  
addition, the rating agency raised the insurance financial  
strength ratings of Conseco, Inc.'s primary insurance subsidiaries  
(with the exception of Conseco Senior Health Insurance Company) to  
Ba1 from Ba2.  Conseco Senior Health was affirmed at Caa1 with a  
developing outlook.  All of the company's ratings, with the  
exception of Conseco Senior Health, now have a stable outlook.  
This concludes the review that was initiated on May 27, 2004.

As the rationale for the rating actions, Moody's noted Conseco's  
recent actions to enhance holding company flexibility.  The  
company recently raised approximately $923 million of proceeds  
from the issuance of common equity and $690 million from the  
issuance of mandatory convertible preferred stock (before  
underwriting discount and expenses).  The company has redeemed all  
of its outstanding convertible exchangeable preferred stock  
($929 million) as well as refinanced its previous bank debt.

The rating action reflects Moody's belief that Conseco's  
recapitalization initiatives have significantly delevered the  
company's balance sheet and reduced debt service requirements.  In  
addition, the company has shown improvement in its consolidated  
NAIC risk-based capital ratio -- RBC, fixed charge coverage, and  
statutory earnings during the first six months of 2004.

Moody's believes the recently completed recapitalization should  
provide Conseco additional time to execute its business strategy  
and provide greater flexibility in terms of financial leverage and  
interest coverage.  However, the current ratings continue to  
reflect the challenges that Moody's believes the company will face  
in maintaining the strength of its agency force and in growing new  
business and retaining existing business in a profitable manner,  
while at the same time servicing fixed charges at the holding  
company and maintaining current risk-adjusted capital levels at  
its insurance companies.  In addition to increasing financial  
flexibility at the holding company, Moody's notes that Conseco has  
made significant progress in a number of other areas, including  
expense management, improving the risk profile of its investment  
portfolio, and resolving some uncertainty surrounding Conseco  
Senior Health.

Moody's decision to affirm Conseco Senior Health's Caa1 insurance  
financial strength rating with a developing outlook reflects the  
continued uncertainty surrounding the company's future earnings  
and relatively low capitalization levels.  Conseco Senior Health  
has experienced significant losses relating to a previously  
acquired block of home health care policies in Florida and other  
states.  In April 2004, the Florida Insurance Department ordered  
Conseco Senior Health to offer existing home health care  
policyholders in Florida and other states three alternatives  
involving changes to policy benefits and premiums on their current  
policies.  While the rating agency believes that this agreement  
with the Florida Insurance Department is a positive for the  
company as it removes some of the uncertainty surrounding the  
company, the impact on earnings and capital for Conseco Senior  
Health is difficult to estimate at this time, as it will partially  
depend on policyholder behavior as it pertains to these new policy  
alternatives.  The company's ability to more closely monitor and  
manage its claims activity on this runoff business will also  
impact the future profitability of this subsidiary.

Conseco, Inc., and Conseco Finance Corp. filed for chapter 11
protection on December 17, 2002 (Bankr. N.D. Ill. Case Nos.
02-49671 through 02-49676, inclusive) (Doyle, J.).  Conseco, Inc.,
emerged from chapter 11 protection on Sept. 10, 2003, under the
terms of a confirmed plan of reorganization.  CFC liquidated its
consumer finance business under the terms of a plan of liquidation
confirmed on Sept. 9, 2003.  


CONSUMERS ENERGY: Fitch Rates $800MM Bonds BB+ with Stable Outlook
------------------------------------------------------------------
Fitch Ratings has assigned 'BB+' ratings to Consumers Energy Co.'s
$150 million issuance of 4.40% first mortgage bonds (FMBs) due
Aug 15, 2009, $300 million issuance of 5% FMBs due Feb.15, 2012,
and $350 million issuance of 5.50% FMBs due Aug. 15, 2016.

Proceeds from the issuance will be used to repay debt and for
general corporate purposes.  

The Rating Outlook for Consumers is Stable.  The new ratings are
the same as those of Consumers' outstanding FMBs and secured
senior notes.

Consumers' ratings are currently subject to constraint resulting
from ownership linkage of CMS Energy (senior unsecured rated 'B+',
Rating Outlook Stable by Fitch).  However, Consumers has
individual characteristics, including relatively predictable cash
flows and sound electric and gas monopoly distribution franchises,
which would warrant ratings in the low 'BBB' category.  Fitch
notes that the introduction of electric supplier competition in
Michigan and frozen electricity tariffs create some commodity risk
for Consumers.  Liquidity at the utility has been improved with
the recent completion of a $500 million credit facility that
expires in 2007.

Consumers continues to await resolution on various regulatory
items, including a gas rate case, applications for stranded cost
recovery relating to loss of customer load under the customer
choice program in Michigan, and securitization or accelerated
recovery of environmental costs.  Although many of the items are
still unresolved, the Michigan Public Service Commission has
issued several favorable orders that have reduced the cost of
customer losses and prevent customers to arbitrage between
standard offer service and competitive suppliers, and approved the
recovery of $107 million of implementation costs related to
Consumers' customer choice program over a three-to-five year
period.  This will benefit Consumers' cash flow through 2008.  The
gas rate case and related gas depreciation rate case are both
pending final orders, now expected in the early fourth quarter of
2004.  Interim and staff recommendations of an $80.5 million
increase are consistent with Fitch's internal expectations.
Consumers has also announced its intention to file an electric
rate case in late 2004.

Consumers, the primary subsidiary of CMS Energy, is a combination
electric and natural gas utility that serves more than 3.3 million
customers in Michigan's Lower Peninsula.


CORNING INC: Fitch Upgrades Debt to BB+ & Preferred Stock to B+
---------------------------------------------------------------
Fitch Ratings upgraded Corning Incorporated's senior unsecured
debt to 'BB+' from 'BB' and the convertible preferred stock to
'B+' from 'B'.  The Rating Outlook is Positive.  Approximately
$2.7 billion of securities are affected by Fitch's action.

The upgrade mainly reflects Corning's:

   * strengthened credit protection measures, resulting from
     significantly improved operating performance; and

   * lower cost structure and the company's ongoing improving
     capital structure through a reduction of debt via cash
     buyback, equity offerings, and asset sales.

Also considered are Corning's solid market positions for active
matrix liquid crystal display -- LCD -- glass and
telecommunications and increasing equity earnings from investments
(mostly Samsung Corning Precision Glass and Dow Corning
Corporation), a majority of which are non-cash.  The Positive
Outlook reflects Fitch's belief that industry conditions for LCD
monitor demand could improve further and telecommunications will
remain stable, resulting in continuing positive trends for
operating metrics and credit protection measures.  Concerns center
on the increased capital commitments made to the Display
Technologies segment (pressuring free cash flow), a
Telecommunications segment (40% of revenues), which continues to
have GAAP net losses but is free cash flow positive, potential for
growing pricing pressures for LCD glass, and a continued need to
invest in research and development to generate the next break-
through product for future revenue streams.

As of the second quarter of 2004, leverage was 4.5 times(x) and
interest coverage 4.0x, compared with approximately 25.0x leverage
and less than 1.0x interest coverage for the second quarter of
2003.  While Fitch expects continued improvement in these metrics,
focus will remain on the company's ability to achieve consistent
and sustained operating profitability with minimal positive cash
flow expected in the intermediate term.  The company has achieved
sequential quarterly revenue growth and EBITDA margin improvement
in the past six quarters.  Corning's revenue for the second
quarter ending June 30, 2004, was $971 million, 15% sequential
growth and nearly 30% growth year-to-year, mostly due to LCD.  
Additionally, EBITDA margins were more than 22%, compared with
approximately 12% in the second quarter of 2003.  The company is
realizing the benefits from significant cost restructuring
programs from the past few years, which have included significant
headcount reductions and closure and consolidation of a number of
manufacturing locations, along with asset divestitures.  Corning
has downsized its cost structure dramatically to an estimated $3
billion revenue run rate from a $7 billion run rate at year-end
2000.

Solid progress has been made in improving the company's capital
structure and reducing total debt, particularly the zero coupon
convertible debentures, which have a put date in November 2005 and
can be settled in cash, stock, or a combination.  Through a series
of open market purchases, as well as a tender offer, the company
has reduced the puttable debentures from $2.1 billion to
approximately $270 million as of June 2004.  Total debt is down to
$2.7 billion from $5.0 billion at year-end 2001 and currently
consists primarily of various senior notes as well as the zero
coupon convertible debentures.  The company has minimal remaining
debt maturities for 2004 and approximately $590 million due in
2005, including the previously mentioned put.  Beginning in
November 2004, Corning's 3.5% convertible debentures (currently
$355 million outstanding) can be called by the company or
converted to equity at a conversion price of approximately $9.87
per share.

As of the second quarter of 2004, the company had adequate
liquidity of $1.6 billion in cash and securities and access to a
$2.0 billion undrawn revolving credit agreement, which expires in
2005.  Free cash flow is expected to be break-even to slightly
positive for the year.  Additionally, Corning's debt-to-
capitalization ratio has decreased from a high of nearly 50% in
2002 to approximately 32% in June 2004, which is important given
the one financial covenant in the company's bank agreement is a
maximum debt-to-capitalization of 60%.  The company maintains $1.7
billion of goodwill and $1.5 billion of deferred tax assets on its
balance sheet.  Even if Corning were to take a non-cash charge and
fully write off both of these, it would not adversely affect the
covenant for the bank credit facility.

Strength in the company's Display Technologies segment is derived
from LCD glass products, which have experienced more stable
pricing than originally anticipated.  Revenue for LCD glass
increased nearly 50% in 2003 and should experience annual double-
digit growth through 2007 driven by a technology substitution
cycle and further penetration of LCDs into the television market.
Fitch believes pricing pressures could become more volatile as
industry participants continue aggressive production capacity
expansion.  Corning further benefits from the growth of this
business via its 50% ownership in Samsung Corning Precision Glass,
which is reflected in equity earnings.  A majority of the
company's near-term profitability is dependent on the Display
Technologies segment, as telecommunications continues to focus on
achieving break-even results.  A substantial part of Corning's
capital spending is for LCD production capacity expansion.  For
2003, total capital expenditures were approximately $370 million
but could increase to nearly $1.0 billion annually for 2004 and
2005, primarily due to LCD expansion.

The telecommunications industry continues to experience weak
infrastructure spending.  While 'fiber-to-the-home' initiatives
look promising for 2005, there is still uncertainty to the timing
or magnitude of a recovery.  Fitch expects minor revenue increases
as opposed to any significant turnaround in telecommunications.  
These factors continue to pressure the company's operating
profitability in the Telecommunications segment, even though the
fiber and cable business is free cash flow positive.  Fitch
believes that Corning's telecommunications end markets have mostly
stabilized from a volume perspective while pricing pressures are
anticipated to continue, albeit at historical levels as
industrywide capacity reductions have taken place.  Even as
revenues from the Telecommunications segment are stabilizing,
Fitch anticipates that it will not become a significant
profitability contributor for the next few years.


COVANTA ENERGY: Broad Street Holds Allowed $2.3MM Unsecured Claim
-----------------------------------------------------------------
On July 25, 1997, Ogden Power Corporation, now known as Covanta
Energy Americas, Inc., decided to purchase all of the stock of
Pacific Energy from Pacific Enterprises Energy Management
Services Enterprises.  On the same day, Covanta Americas entered
into an agreement with Broad Street Resources, which required
Covanta Americas to make payments to Broad Street in consideration
for services rendered by Broad Street to Covanta Americas prior to
the Sale, if Covanta Americas completed the purchase of the
capital stock of Pacific Energy.

On October 1, 1997, Covanta Americas purchased all of Pacific
Energy's stock from Pacific Enterprises thereby becoming obligated
to make payments to Broad Street.

Pursuant to the Agreement, Covanta Americas was obligated to pay
Broad Street:

    * $1,000,000 at Closing; and

    * 10% of the cash that Pacific Energy or its successors or
      assigns actually received after the Closing pursuant to two
      geothermal settlements with Southern California Edison --
      which equated to 48 payments of $45,291 each;

    * $50,000 on the last day of each calendar quarter of 1998;

    * $50,000 on the last day of each calendar quarter of 1999;

    * $62,500 on the last day of each calendar quarter of 2000;
      and

    * $75,000 on the last day of each calendar quarter of the
      years 2001 through and including 2009.

At the time Covanta Energy Corporation and its affiliates and
subsidiaries filed for bankruptcy, Covanta Americas was current on
the Payments to Broad Street.  After the Petition Dates, however,
Covanta Americas ceased making the required payments.

There were outstanding settlement payments and quarterly payments
due to Broad Street at the time Covanta Americas discontinued
payment.  Consequently, Broad Street filed Claim No. 841 against
certain of the Debtors.

To settle the issue, the Debtors agree to allow Broad Street a
$2,301,479 unsecured claim against Covanta Americas.  Nothing in
the parties' stipulation will constitute or be deemed to
constitute a waiver of any rights Broad Street or the Debtors may
have with respect to Claim No. 841.

Judge Blackshear approves the Stipulation.

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


CROWN AMERICAS: S&P Puts BB Rating on $125 Million Term Loan
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' bank loan
rating and a recovery rating of '1' to Crown Americas Inc.'s -- an
indirect, wholly owned subsidiary of Crown Holdings Inc. --
proposed $125 million term loan B due 2011, based on preliminary
terms and conditions.  

The bank loan rating is one notch above the corporate credit
rating; this and the '1' recovery rating indicate a high
expectation of full recovery of principal in the event of default.  
Consequently, the offering of Crown European Holdings
SA's first priority senior secured notes due 2011 is reduced to
$428 million, from $550 million.

Standard & Poor's also affirmed its 'BB' bank loan rating and a
recovery rating of '1' to Crown Holdings Inc.'s proposed

$500 million senior secured credit facilities due February 2010,
based on preliminary terms and conditions.  The facilities include
a $400 million senior secured revolving credit facility, of which
up to $200 million is available to Crown Americas in U.S. dollars,
and up to $200 million is available to Crown European Holdings in
euros and pounds sterling; and a $100 million senior revolving
letter of credit facility.  The bank loan rating is one notch
above the corporate credit rating; this and the '1' recovery
rating indicate a high expectation of full recovery of principal
in the event of default.

At the same time, Standard & Poor's also affirmed its 'BB' rating
and a '1' recovery rating to the proposed $428 million first
priority senior secured notes due 2011, which are to be issued
under Rule 144A with registration rights by Crown European
Holdings and will be guaranteed by Crown Holdings.  The 'BB'
rating is one notch above the corporate credit rating; this and
the '1' recovery rating indicate a high expectation of full
recovery of principal in the event of default.  Proceeds are
expected to be used to finance the outstanding bank debt, and for
fees and expenses.

Standard & Poor's also affirmed its 'BB-' corporate credit rating
and other existing ratings on the Philadelphia, Pennsylvania-based
company.  The outlook is stable.  Crown had outstanding total debt
of about $4 billion at June 30, 2004.

"The ratings on Crown reflect its aggressive financial profile,
onerous debt burden, and risks associated with its asbestos
litigation, all of which overshadow its average business risk
profile," said Standard & Poor's credit analyst Liley Mehta.

With annual sales of about $6.9 billion, Crown is primarily a
metal container manufacturer (resulting from its asset sales
program of plastic packaging operations and divestiture of Constar
International Inc.), with only about 13% of its revenues derived
from its plastic closures operations.


CSG SYSTEMS: Moody's Withdraws Low-B Ratings
--------------------------------------------
Moody's Investors Service has withdrawn the ratings of CSG Systems
to reflect the redemption or repurchase of the company's rated
debt securities.

The following ratings have been withdrawn:

   -- $40 million Senior Secured Revolving Credit Facility due
      2007, previously rated Ba3;

   -- Senior Secured Term Loan A due 2007, previously rated Ba3;

   -- Senior Secured Term Loan B due 2008, previously rated Ba3;

   -- Senior Implied, rated Ba3; and

   -- Issuer Rating, rated B1.

Moody's withdrawal of CSG Systems reflects the company's
redemption or repurchase of its rated debt with proceeds from a
$230 million 2.5% convertible senior notes due 2024.

Headquartered in Englewood Colorado, CSG Systems International
Inc., is a leader in next generation billing and customer care
solutions for the cable television, satellite, advanced IP
services, next generation-mobile, and fixed wireline markets.
Revenue for the second quarter ended June 30, 2004 was
$130 million.


CWMBS INC: Fitch Junks 3 Certificate Classes & Rates 2 Low-B
------------------------------------------------------------
Fitch takes rating actions on these CWMBS (IndyMac) Inc.'s
mortgage pass-through certificates:

   CWMBS (IndyMac) mortgage pass-through certificates, series
   1999-B

      -- Class A affirmed at 'AAA';
      -- Class B1 affirmed at 'AAA';
      -- Class B2 affirmed at 'AAA';
      -- Class B3 upgraded to 'AA+' from 'AA-';
      -- Class B4 upgraded to 'BBB' from 'BB+'; and
      -- Class B5 upgraded to 'BB' from 'B'.

   CWMBS (IndyMac) mortgage pass-through certificates, series
   1999-C:

      -- Class A affirmed at 'AAA'.

   CWMBS (IndyMac) 2000-F (RAST 2000-A6) mortgage pass-through
   certificates, series 2000-F:

      -- Class CB-NB affirmed at 'AAA';
      -- Class B1 upgraded to 'AAA' from 'AA';
      -- Class B2 affirmed at 'A' and removed from Rating Watch;
      -- Class B3 downgraded to 'C' from 'CCC'.

   CWMBS (IndyMac) 2000-G (RAST 2000-A7) mortgage pass-through
   certificates, series 2000-G:

      -- Class A affirmed at 'AAA';
      -- Class B1 upgraded to 'AAA' from 'AA';
      -- Class B2 upgraded to 'AA' from 'A';
      -- Class B3 downgraded to 'CCC' from 'B'; and
      -- Class B4 remains at 'C'.

   CWMBS (IndyMac) 2000-H (RAST 2000-A8) mortgage pass-through
   certificates, series 2000-H:

      -- Class A affirmed at 'AAA';
      -- Class B1 upgraded to 'AAA' from 'AA';
      -- Class B2 upgraded to 'AA' from 'A'; and
      -- Class B3 affirmed at 'B'.

These actions are taken due to the level of losses incurred and
the high delinquencies in relation to the applicable credit
support levels as of the July 25, 2004 distribution.

The affirmations on certain classes reflect credit enhancement
consistent with future loss expectations.


DEVLIEG BULLARD: Court Okays Interim $3.25 Million DIP Financing
----------------------------------------------------------------
DeVlieg Bullard II, Inc., sought and obtained approval from the
U.S. Bankruptcy Court for the District of Delaware to borrow up to
$3.25 million under a DIP Financing arrangement.  The money will
be used to fund DeVlieg's working capital requirements while in
chapter 11.  

The Court has determined that an immediate and critical need
exists for the Debtor to obtain funds in order to continue its
business in the ordinary course.  Without the funds, the Debtor
will not be able to pay its employees and other critical operating
expenses.  If the Debtor does not have immediate access to fresh
working capital, the Company will be unable to make payments when
due.  That would trigger an abrupt cessation of the business, and
cause irreparable harm to the estate.

The Debtor submits that it has attempted, but has been unable to
obtain, sufficient levels of unsecured credit allowable under
Section 503(b)(1) and as an administrative expense under Section
364(a) or (b), (c)(1) and (c)(2) of the Bankruptcy Code.  

As of the Petition Date, the Debtor owed LaSalle Business Credit
LLC a total of $19.6 million.  The Prepetition Obligations were
secured by valid, enforceable and properly perfected first
priority liens on and security interests in the Prepetition
Collateral.  The Debtor adds that KPS Special Situations Fund LP
also asserts secured claim but the financing it is seeking does
not affect KPS' collateral.  Both LaSalle Business and KPS
consented to the interim financing through August 27, 2004.

Under the Financing Agreement, the Lender has agreed to continue
to provide loans, advances and over advances of up to $3.25
million in accordance with this Weekly Budget:

                            6-Aug       13-Aug      20-Aug
                            -----       ------      ------
    Receipts               177,369      33,302           0
    Disbursements            5,000      12,073       4,500
    Change in Cash         172,369      21,229      (4,500)

                            27-Aug      3-Sep      10-Sep
                            ------      -----      ------  
    Receipts                     0      25,000      56,157
    Disbursements           28,023      53,268      12,873
    Change in Cash         (28,023)     71,732      43,284

                            17-Sep      24-Sep       1-Oct
                            ------      ------       -----
    Receipts                     0           0           0
    Disbursements           30,337      13,373      32,808
    Change in Cash         (30,337)     13,373      32,808

                              8-Oct     15-Oct
                              -----     ------  
    Receipts                     0      25,741
    Disbursements           10,723       1,400
    Change in Cash          10,723      24,341

The maximum revolving loan facility will be increased on a
postpetition basis to $20.1 million.  As adequate protection for
any postpetition diminution in the value of the Lenders' interests
in the prepetition collateral, the Lenders are granted a
postpetition replacement lien against the Debtor's estate.  As
security for the postpetition claim, the Lender receive a valid,
binding, enforceable and automatically perfected first priority
lien and security interest.

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


DUANE READE: Completed Go-Private Merger Transaction on July 30
---------------------------------------------------------------
On July 30, 2004, Duane Reade Inc. (NYSE: DRD) consummated its
previously announced merger with an affiliate of Oak Hill Capital
Partners, L.P., a private equity firm. The aggregate value of the
merger transaction is approximately $700 million, including the
repayment of indebtedness.

As a result of the transaction, Duane Reade's shares will no
longer be listed on the New York Stock Exchange, and Duane Reade
will continue its operations as a privately held company. Each
share of Duane Reade's common stock outstanding immediately prior
to the merger was converted into the right to receive $16.50 per
share, without interest, in cash.

Oak Hill financed the acquisition out of their current $1.6
billion private equity fund, along with several co-investors. The
funding also included third-party debt financings, including the
issuance of 9.75% Senior Subordinated Notes due 2011 in a
principal amount of $195 million, a new senior secured term loan
facility in an aggregate amount of $155 million and the previously
announced increase of Duane Reade's existing credit facility with
Fleet Retail Group to $250 million that resulted in approximately
$100 million of borrowing capacity to Duane Reade. The high-yield
note offering and new debt facility were arranged by a group of
financial institutions led by Banc of America Securities LLC, who
also acted as financial advisor to Oak Hill.

Bear Stearns & Co. Inc. served as the financial advisor to Duane
Reade and Weil, Gotshal & Manges LLP served as legal counsel to
the independent members of the board of directors of Duane Reade.
Paul, Weiss, Rifkind, Wharton & Garrison LLP served as legal
counsel to Oak Hill.

Founded in 1960, Duane Reade is the largest drug store chain in
the metropolitan New York City area, offering a wide variety of
prescription and over-the-counter drugs, health and beauty care
items, cosmetics, hosiery, greeting cards, photo supplies and
photo finishing.  As of June 26, 2004, the company operated 247
stores. Duane Reade's Web site is at http://www.duanereade.com/

Oak Hill Capital Partners, L.P. is a private equity firm in which
Robert M. Bass is the lead investor. The investment team at Oak
Hill has invested in over 50 significant private equity
transactions including American Savings Bank (Washington Mutual),
Bell & Howell (Proquest), Wometco Cable Corporation, Williams
Scotsman, Stage Stores and Oreck Corporation. Recent investments
from their current $1.6 billion buyout fund include Align
Technology, Progressive Moulded Products, TravelCenters of
America, WideOpenWest, Blackboard and Caribbean Restaurants. Oak
Hill Capital Partners, L.P. is one of several Oak Hill
partnerships, each of which has a dedicated management team. In
total, the Oak Hill partnerships comprise over $10 billion of
investment capital across multiple asset classes, representing
capital from leading entrepreneurs, endowments, foundations,
corporations, pension funds, and global financial institutions.


DUANE READE: Launches Cash Offer for 2.1478% Sr. Convert. Notes
---------------------------------------------------------------
Duane Reade Inc. has commenced a cash tender offer to purchase
any and all of its outstanding 2.1478% Senior Convertible Notes
due 2022.  Approximately $201 million of convertible debt
securities are outstanding.

The offer to purchase expires at 5:00 p.m., New York City time,
on Friday, September 10, 2004.  The outstanding principal amount
at maturity of the Senior Convertible Notes is approximately
$351 million.

On July 30, 2004, Duane Reade consummated its merger with an
affiliate of Oak Hill Capital Partners, L.P., a private equity
firm.  Under the terms of the indenture governing the Senior
Convertible Notes, upon a change in control, Duane Reade must make
an offer to repurchase the Senior Convertible Notes in accordance
with the indenture.

Duane Reade has offered to purchase the notes at a price,
determined in accordance with the indenture governing the notes,
of $572.76 per $1,000 principal amount at maturity, plus accrued
and unpaid interest.

U.S. Bank National Association is acting as paying agent in
connection with the tender offer.  Questions regarding the offer
or procedures for tendering may be directed to U.S. Bank National
Association at (800) 934-6802.

This press release does not constitute an offer or a solicitation
to purchase with respect to the Senior Convertible Notes.  The
offer is made solely by means of the Notice of Right to Require
Repurchase of Notes, dated August 12, 2004 and the related Letter
of Transmittal.

Founded in 1960, Duane Reade is the largest drug store chain in  
the metropolitan New York City area, offering a wide variety of  
prescription and over-the-counter drugs, health and beauty care  
items, cosmetics, greeting cards, photo supplies and
photofinishing.  As of June 26, 2004, the Company operated 247  
stores. Duane Reade's Web site is at http://www.duanereade.com/  


ENERGY VISIONS: Pursues Restructuring & Requests TSXV Delisting
---------------------------------------------------------------
As previously related in public announcements, Energy Visions Inc.
(NASD: OTCBB: "EGYV" and TSXV: "EVI.S") intended to restructure
EVI in a manner which would provide shareholders of EVI with
shares of a successor company which would trade solely on the TSX
Venture Exchange.

Pursuant to this restructuring, it has requested the delisting of
its shares on TSXV. EVI further announces that Energy Ventures
Inc. (Canada), EVI's 100% owned Canadian operating subsidiary,
intends to change its name to Energy Visions Canada Inc., and
apply for a listing on TSXV. The total restructuring is subject to
the approvals of both TSXV and the Ontario Securities Commission.
The re-listing of EVC on TSXV is expected shortly.

The purpose of the restructuring is to provide EVI's shareholders
with a continued interest in EVI's existing battery and fuel cell
business but substantially reduce EVI's administrative costs which
at present include the heavy burden of maintaining public company
status in both Canada and the United States.

Once all the necessary approvals are received EVI will distribute
shares of EVC to all current EVI shareholders on a one for one
basis. The assets and liabilities of EVI will be conveyed to EVC,
which will continue to operate under existing management.

Once a distribution of the shares of the Canadian subsidiary to
existing EVI shareholders is accomplished, and a reverse takeover
of EVI is completed the shareholders of EVI will continue to own a
pro-rata share of EVI's ongoing business. EVI will continue to be
listed on OTCBB under a new name and new management. EVI
shareholders will retain a significantly diluted position in that
company along with their share of EVI's existing enterprise.

"EVI's original OTC listing was predicated on NASDAQ becoming
national in Canada," stated Mr. D. Wayne Hartford, EVI's CEO.
"Since this did not happen, and our business has a Canadian focus,
a TSXV listing alone will be quite sufficient for our future
needs," said Mr. Hartford. "We believe the net result of the total
restructuring will be very positive for all EVI present
shareholders in both Canada and the U.S."

EVI also reports that effective Thursday, August 12, in
association with this process Dr. Phil Whiting, Mr. Chris
Lundstrom and Mr. Anthony H. Mehta, have resigned from the EVI
Board of Directors and have been appointed to the Board of EVC.
Mr. Wiltse has been appointed Chief Financial Officer of EVI.

                   About Energy Visions Inc.

EVI develops and commercializes advanced battery and direct
methanol fuel cell technologies and products. EVI possesses
proprietary flowing electrolyte direct methanol fuel cell
technologies that it has been developing for portable power
systems. EVI also owns a major interest in Pure Energy Inc. whose
subsidiary, Pure Energy Visions Inc., manufactures and markets
rechargeable and single-use alkaline batteries globally. These
products are sold under the "Pure Energy", XL(tm) and "Pure Power"
labels and to private label customers worldwide. Pure Energy
products can be purchased at several leading retailers including
Wal-Mart, Radio Shack, London Drugs and Western Grocers. According
to ACNielsen Canada in 2003 Pure Energy sold 51.2% of all consumer
rechargeable batteries and 48% of all chargers sold in Canada at
mass merchandisers (Wal-Mart and Zellers), Grocery Banners and
Toys R Us. According to ACNielsen the number of consumer
rechargeable batteries sold in Canada at these retail channels in
2003 grew by 28% over 2002 figures.

At March 31, 2004, Energy Visions Inc.'s balance sheet showed a
$2,500,390 stockholders' deficit, compared to a $2,884,061 deficit
at September 30, 2003.


ENRON: Subsidiary Plans to Sell Blytheville Property for $2.8 Mil.
------------------------------------------------------------------
EBF, LLC, an Enron Corporation debtor-subsidiary, purchased a
cold-rolled steel mill facility near Blytheville, Arkansas in June
2001 from Huntco Steel Company for $17,000,000.  Huntco continued
to operate the Facility under an operations and maintenance
agreement with EBF while EBF engaged in a variety of value-added
services for hot-rolled and cold-rolled steel coils.  On February
4, 2002, Huntco filed for bankruptcy protection, shut down the
Facility and terminated all employees working at the Facility.  On
July 31, 2002, EBF commenced its Chapter 11 case and decided to
sell the defunct Facility and the land on which the Facility is
situated.

Martin A. Sosland, Esq., at Weil, Gotshal & Manges, LLP, in New
York, relates that the Facility consists of two steel pickling
lines and cold-roll mill.  After extensive marketing and pursuant
to a Court order, virtually all of the steel processing equipment
was sold to Chongqing Iron and Steel Company Limited for
$7,800,000.  All that remained to be sold was the Property, which
is comprised of 172 acres of land and industrial buildings
comprising 352,000 square feet of vacant space.

                    The Marketing Efforts

Mr. Sosland informs Judge Gonzalez that EBF has employed NAI/Saig
Company as exclusive real estate agent for the marketing and sale
of the Property.  Saig, which is based in West Memphis, Arkansas,
is an expert in the marketing and sale of real estate similar to
the Property.

Since its retention, Saig has assisted EBF in engaging in
extensive marketing efforts to secure the best and highest bid for
the Property.  Saig has sent over 6,500 flyers targeted at the
steel industry and heavy manufacturers.  It has sent electronic
mail to all members of the Society of Industrial and Office
Realtors, Certified Commercial Industrial members, all of New
America's offices worldwide, and has advertised the Property in
the Memphis Business Journal.  Through a comparison with
comparable properties in the area, Saig advised EBF that the value
of the Property was approximately $1,900,000.  Furthermore,
PricewaterhouseCoopers LLP, the Debtors' financial advisor,
appraised the Property at a value between $2,500,000 and
$3,700,000.

As a result of these marketing efforts, EBF received two bids for
the Property.  EBF determined that the bid submitted by Marine
Terminals of Arkansas, Inc., was the highest and best offer for
the Property.

                      The Purchase Agreement

After extensive negotiations, on June 18, 2004, EBF and Marine
Terminals entered into the Purchase and Sale Agreement.  The
salient provisions of the Purchase Agreement are:

A. Purchase Price

   The purchase price for the Property is $2,800,000.

B. Payment

   Payment of the Purchase Price is to be made as:

   (a) Marine Terminals has made an initial earnest money
       deposit of $280,000, which is equal to 10% of the
       Purchase Price, by bank or unendorsed certified check to
       the order of the Title Company, or by wire transfer of
       immediately available Federal funds credited to the
       account of the Title Company.  The Deposit is being held
       in escrow by the Title Company in a segregated interest-
       bearing account at a mutually acceptable banking
       institution.  Any interest earned on the Deposit will be
       considered as part of the Deposit.  Except as otherwise
       provided in the Purchase Agreement, the Deposit will be
       applied to the Purchase Price at Closing; and

   (b) At the Closing, Marine Terminals will pay EBF the balance
       of the Purchase Price and the Title Company will pay EBF
       the Deposit, which collectively will be subject to
       adjustments as provided in the Purchase Agreement, to the
       Account.

C. Auction Process

   The auction process will be governed by the Bidding
   Procedures Order.

D. Property Acquired

   All of EBF's right, title and interest in and to the Land and
   the improvements thereon, together with the rights, easements
   and appurtenances.  The Property is being sold in an "as is"
   "where is" condition and "with all faults" as of June 18,
   2004, and as of the Closing Date.

E. Bankruptcy Matters

   Marine Terminals and Enron North American Corp. have entered
   into a separate Inspection Agreement, dated March 8, 2004,
   as amended.  Promptly after final determination in accordance
   with the Inspection Agreement of the Remedial Action and Cost
   of Remediation, provided that the Cost of Remediation is less
   than $500,000 or EBF has elected in writing to contribute all
   but $250,000 of the Cost of Remediation, EBF will file with
   the U.S. Bankruptcy Court for the Southern District of New York
   one or more motions which, collectively, seek the entry of a
   Bidding Procedures Order.  

   The Parties will use commercially reasonable efforts to
   cooperate, assist and consult with each other to secure the
   entry of a Bidding Procedures Order following the execution
   date, and to consummate the transactions contemplated by the
   Purchase Agreement.  Marine Terminals will not, without the
   prior written consent of EBF, file, join in, or otherwise
   support in any manner whatsoever, any motion or other pleading
   relating to the sale of the Property other than those motions
   or pleadings filed by EBF.  If the Bankruptcy Court fails to
   issue a Bidding Procedures Order or a Sale Order, EBF will
   have no liability to Marine Terminals, either under or
   relating to the Purchase Agreement or any applicable law, for
   failure to comply with the terms of Section 2.4 of the
   Purchase Agreement.  The Parties agree to comply in all
   material respects with the terms of the Bidding Procedures
   Order and agree that to the extent there is a conflict
   between the Purchase Agreement and the Bidding Procedures
   Order, the Bidding Procedures Order will govern in all
   respects.

F. Conditions Precedent to EBF's Obligations

   EBF's obligations pursuant to the Purchase Agreement are
   subject to the satisfaction of four conditions precedent,
   which may be waived in whole or in part by EBF:

   (a) Marine Terminals has paid the balance of the Purchase
       Price and the Title Company has paid the Deposit to EBF
       pursuant to the terms of the Purchase Agreement;

   (b) Marine Terminals has delivered to or for the benefit of
       EBF all of the documents and items required under
       Section 9.2 of the Purchase Agreement, and Marine
       Terminals has performed in all material respects the
       material covenants and obligations required to be
       performed under the Purchase Agreement through the
       Closing Date;

   (c) All of Marine Terminals' representations and warranties
       made in the Purchase Agreement will be true and correct
       in all material respects as of June 18, 2004, and as
       of the Closing Date as if then made; and

   (d) The Sale Order has been entered by the Court.

G. Conditions Precedent to Marine Terminals' Obligations

   Marine Terminals' obligations are subject to the satisfaction
   of three conditions precedent which it may waive in whole or
   in part:

   (a) EBF has delivered to or for the benefit of Marine
       Terminals, on or before the Closing Date, all of the
       documents and items required of EBF pursuant to Section
       9.1 of the Purchase Agreement, and EBF has performed in
       all material respects the material covenants and
       obligations required to be performed by EBF under the
       Purchase Agreement through the Closing Date;

   (b) All of EBF's representations and warranties made in the
       Purchase Agreement will be true and correct in all
       material respects as of the execution date and as of the
       Closing Date as if then made; and

   (c) The Sale Order has been entered and remains in full
       force and effect

H. Title Defects

   If, prior to the Closing, EBF discloses to Marine Terminals
   or Marine Terminals discovers that (a) title to the Property
   is subject to material defects, limitations or encumbrances
   other than Permitted Encumbrances that are not required to be
   released or otherwise removed at or prior to Closing pursuant
   to the terms in the Purchase Agreement, or (b) any
   representation or warranty of EBF contained in the Purchase
   Agreement is or, as of the Closing Date, will be materially
   untrue, then Marine Terminals will promptly give EBF written
   notice of its objection.  In this event, EBF may elect to
   postpone the Closing for 30 days and attempt to cure the
   objection, provided that Marine Terminals may not object to
   the state of title of the Property on the basis of any
   Permitted Encumbrances.  The Parties acknowledge and agree
   that EBF will have no obligation to cure any objection.  If
   Marine Terminals fails to waive the objection within 10 days
   after notice from EBF that EBF will not cure the objection,
   the Purchase Agreement will terminate automatically and EBF
   will promptly direct the Title Company to return the Deposit
   to Marine Terminals, provided that Marine Terminals is not
   in default under the Purchase Agreement, beyond the
   expiration of the notice and cure period set forth in Section
   11.6 of the Purchase Agreement, and neither party will have
   any liability to the other except for the indemnity
   obligations set forth in the Purchase Agreement, the
   Confidentiality Agreement or the Inspection Agreement.  Any
   title defect, limitation or encumbrance other than a Permitted
   Encumbrance will be deemed cured if Title Company or another
   title company, reasonably acceptable to Marine Terminals and
   authorized to do business in the jurisdiction where the
   Property is located, will agree to issue the Title Policy to
   Marine Terminals for the Purchase Price.

From the proceeds of the transaction, EBF will pay its pro-rata
share of real property taxes on the Property for tax year 2004,
which are currently estimated to be $16,258.  

                     The Inspection Agreement

On March 8, 2004, Mr. Sosland reports that ENA and Marine
Terminals entered into the Inspection Agreement, which permitted
Marine Terminals to gain access to and inspect the Property prior
to executing the Purchase Agreement.  On June 18, 2004, ENA and
Marine Terminals entered into a First Amendment to Inspection
Agreement, which provided that Marine Terminals may conduct a
Limited Phase II Environmental Site Assessment.  Pursuant to the
First AIA and the Purchase Agreement, if the results of the Phase
II ESA reveal environmental conditions which, in the estimation of
Marine Terminals' environmental consultant, in consultation with
EBF's environmental consultant, require remediation, ENA or EBF
will contribute one dollar for each dollar that Marine Terminals
contributes for the remediation program up to $250,000 each.  
Furthermore, the Debtors' contribution is capped at $250,000.  If
they wish, the Debtors may contribute more dollars towards the
remediation program.  If the total estimated cost of the
remediation program exceeds $500,000 and the Debtors elect not to
contribute more than $250,000, Marine Terminals can terminate the
Purchase Agreement.

According to Mr. Sosland, the Phase II ESA was completed in mid-
July 2004.  The environmental consultants determined that the Cost
of Remediation was $67,280.  Pursuant to the Second Amendment to
Inspection Agreement, dated July 29, 2004, ENA and Marine
Terminals agree to each contribute into escrow with the Title
Company $33,640.  The Second AIA also provides that, in lieu of
transferring their portion of the Cost of Remediation to the Title
Company from the Debtors' own separate funds, ENA may instead
instruct that agreed amount be retained on the Closing and
delivered into escrow from the sale proceeds.  The Second AIA
further provides that neither ENA nor EBF will have any further
obligation to contribute more towards the Remedial Action if the
actual cost of remediation exceeds the Cost of Remediation, and
that neither ENA nor EBF will have any right to receive a refund
of any portion of the Debtors' Contribution if the actual cost of
remediation is less than the Cost of Remediation.

From the proceeds of the transaction, EBF will deposit $33,640
with the Title Company for the Debtors' Contribution.

EBF asks the Court to authorize it to sell the Property to Marine
Terminals or to the winning bidder at the auction, free and clear
of any liens and encumbrances.

Mr. Sosland argues that pursuant to Section 363 of the Bankruptcy
Code, the sale should be authorized because:

   (i) the Purchase Price constitutes a fair value for the
       Property;

  (ii) the sale was the result of arm's-length, good faith
       negotiations; and

(iii) EBF is not aware of any liens, claims or encumbrances
       relating to the Property.

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. 121;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ENRON: Asks Court to Approve Blytheville Sale Bidding Procedures
----------------------------------------------------------------
To maximize the value of its Blytheville Property, EBF, LLC, an
Enron Corporation debtor-subsidiary, asks the U.S. Bankruptcy
Court for the Southern District of New York for permission to
implement a competitive bidding process designed to generate the
maximum recovery for the Blytheville Property.  EBF also asks
Judge Gonzalez to schedule an Auction on September 14, 2004 and
the sale hearing on September 16, 2004.

                 The Proposed Bidding Procedures

A. Auction Date and Time

   The Auction will be held on September 14, 2004, at 10:00 a.m.
   (Houston Time) at the offices of Weil, Gotshal & Manges, LLP,
   700 Louisiana, Suite 1600 in Houston, Texas 77002 for
   consideration of qualifying bids for the Property that may be
   presented to EBF, or at other time and date as determined by
   EBF, upon prior consultation with the Creditors Committee.

B. Qualification as Bidder

   Any entity that wishes to make a bid for the Property must
   provide EBF with sufficient and adequate information to
   demonstrate that it has the financial wherewithal and ability
   to consummate the Purchase Agreement.

C. Bid Requirements

   All Competing Bids must (a) be presented under a signed
   contract substantially the same as the Purchase Agreement
   marked to show any modifications made and (b) not be subject
   to due diligence review, obtaining financing, or future
   consent or approval, including, without limitation, consent
   of the bidder's board of directors, or the receipt of any
   consents not otherwise required by the Purchase Agreement.

   Competing Bids must be:

   (a) in writing;

   (b) signed by an individual authorized to bind the bidder; and

   (c) received no later than 12:00 p.m. noon (New York City
       Time) on September 9, 2004 by

       * Enron Corp.
         P.O. Box 1188
         Houston, Texas 77251-1188
         Attention: Scott Dieball
         e-mail: scott.dieball@enron.com
         Facsimile: 713-646-2680

         or
         
         Maria Elena Grannen
         e-mail: maria.e.grannen@enron.com
         Facsimile: 713-646-3253

         or

         Charles Schneider
         e-mail: chip.schneider@enron.com
         Facsimile: 713-646-3253

       * Weil, Gotshal & Manges LLP
         200 Crescent Court, Suite 300
         Dallas, Texas 75201
         Attention: Philip I. Danze, Esq.
         e-mail: philip.danze@weil.com
         Facsimile: 214-746-7777

       * Milbank, Tweed, Hadley & McCloy LLP
         One Chase Manhattan Plaza
         New York, New York 10005-1413
         Attention: Luc A. Despins, Esq.
         e-mail: ldespins@milbank.com
         Facsimile: 212-530-5219)

   Each Competing Bid must be accompanied by a cash deposit of
   10% of the Purchase Price, which will be delivered by wire
   transfer to the account of:

         Terry Abstract Company
         405 North Broadway
         Blytheville, Arkansas 72315

   or other title company chosen by EBF and reasonably acceptable
   to Marine Terminals of Arkansas, Inc.

   Competing Bids for the Property must contain initial overbids
   that exceed the Purchase Price by at least $150,000.

   Subsequent bids at the Auction must be in increasing
   increments of at least $50,000.

D. Due Diligence and Questions Prior to Submitting Bids

   To conduct due diligence regarding the Property, parties may
   contact Maria Elena Grannen and Charles Schneider for the due
   diligence procedures.  Before a party will be allowed to
   conduct due diligence, they must have executed a
   Confidentiality Agreement.  Due diligence must be concluded
   before the Bid Deadline.

E. Auction

   EBF will, after the Bid Deadline and prior to the Auction:

   (a) evaluate all Competing Bids received;

   (b) invite qualified bidders to participate in, and attend
       the Auction; and

   (c) determine which bid reflects the highest or best offer
       for the Property.

   EBF may reject any Competing Bid not in conformity with the
   requirements of the Bankruptcy Code, the Bankruptcy Rules,
   the Local Rules of the Court, the Bidding Procedures Order
   or that is contrary to the best interests of EBF or its
   estate or creditors.  However, EBF, upon consultation with
   the Creditors Committee, will have the right to entertain
   nonconforming offers for the Property in its discretion.

   The Auction may be adjourned as EBF deems appropriate.
   Reasonable notice of adjournment and the time and place for
   the resumption of the Auction will be given to Marine
   Terminals, all entities submitting Competing Bids, and the
   Creditors Committee.

   The Auction and the Bidding Procedures may be modified by
   EBF as may be determined to be in the best interests of its
   estate or creditors.  

F. Closing

   Immediately after the close of the Auction, the winning
   bidder will execute and deliver the Purchase Agreement,
   modified as appropriate for the Auction results.  At the
   Closing, the winning bidder will deliver the remainder of the
   Purchase Price to the Title Company and the Title Company
   will pay the Purchase Price to EBF, subject to adjustments as
   provided in the Purchase Agreement, via wire transfer of
   immediately available Federal funds to: JPMorgan Chase NY (ABA
   021 000 021), Account #904-883078.

G. Failure to Close

   In the event a winning bidder fails to consummate the
   proposed transaction by the closing date contemplated in the
   purchase and sale agreement agreed to by EBF, EBF:

   (a) will retain the Earnest Money Deposit of that bidder to
       the extent provided in the applicable purchase and sale
       agreement, and reserve the right to pursue all available
       remedies, whether legal or equitable, available to them;
       and

   (b) will be authorized to consummate the proposed transaction
       with the next highest bidder at the Auction without the
       need for an additional hearing or Court order.

H. Irrevocability of Certain Bids

   The bid of the winning bidder will remain open and
   irrevocable in accordance with the terms of the purchase
   agreement executed by the winning bidder.  The Bid of the
   Back-up Bidder will remain open and irrevocable until the
   earlier to occur of:

   (a) the closing of a sale of the Property; and

   (b) 90 days following the entry of the Sale Order.

   Marine Terminals' will remain irrevocable in accordance with
   the terms of the Purchase Agreement.  

I. Retention of Earnest Money Deposits

   The Earnest Money Deposit of the winning bidder will be
   retained by EBF in accordance with the terms of the
   applicable purchase and sale agreement executed by the
   winning bidder.  The Earnest Money Deposit of the Back-up
   Bidder will be retained by EBF until the earlier to occur of
  
   (a) the closing of the sale of the Property; and

   (b) 90 days following the entry of the Sale Order

   Marine Terminals' Deposit will be retained by EBF in
   accordance with the terms of the Purchase Sale Agreement.

J. Expenses

   Any bidders presenting bids will bear their own costs and
   expenses in connection with the sale of the Property,
   whether or not the sale is ultimately approved.

K. Non-Conforming Bids

   Notwithstanding anything to the contrary, EBF, in
   consultation with the Creditors Committee, will have the right
   to entertain non-conforming offers for the Property in their
   discretion.

L. Conflict

   Any conflict between the terms and provisions of the
   Procedures Order and any agreements executed by EBF and the
   bidders will be resolved in favor of the Procedures Order.

Martin A. Sosland, Esq., at Weil, Gotshal & Manges, LLP, in New
York, says that the Initial Overbids and the Subsequent Bid
Amounts are beneficial to EBF's estate and creditors because they
can provide the incentive required to induce a potential bidder to
submit or increase its bid prior to the Auction.  To the extent
bids can be improved prior to the Auction, a higher floor is
established for further bidding.

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. 121;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ENRON CORP: Asks Court to Approve Marine Terminals Break-Up Fee
---------------------------------------------------------------
EBF, LLC, an Enron Corporation debtor-subsidiary, asks the
U.S. Bankruptcy Court for the Southern District of New York to
approve payment of an $84,000 Break-Up Fee to Marine Terminals of
Arkansas, Inc., in the event its stalking horse bid for the
Blytheville Property -- a cold-rolled steel mill facility near
Blytheville, Arkansas -- is topped by another bidder at the
Sept. 14 auction.  

Martin A. Sosland, Esq., at Weil, Gotshal & Manges, LLP, in New
York, relates that the Break-Up Fee will only be payable from the
proceeds of an Alternative Transaction to the extent EBF, LLC,
receives the sale proceeds and EBF will have any liability to
Marine Terminals.  

The Break-Up Fee with respect to the Property will not be due and
payable in the event that Marine Terminals ultimately consummates
the purchase and sale transaction contemplated by the Purchase
Agreement for the Property.  The Break-Up Fee will be Marine
Terminals' sole and exclusive remedy in the case of a termination
by reason of an Alternative Transaction, and all of its other
claims and remedies are deemed waived.

No Break-Up Fee will also be due and payable if Marine Terminals
will have breached any of its obligations, representations or
warranties contained in the Purchase Agreement.

Mr. Sosland contends that the Break-Up Fee is reasonable in
relation to the size of the proposed sale -- only 3% of the
Purchase Price.  The Break-Up Fee does not hamper any party from
offering a higher or better bid and Marine Terminals has
undertaken extensive work in investigating, negotiating and
drafting the necessary agreements.  Mr. Sosland assures the Court
that the Break-Up Fee was negotiated at arm's length.

Upon payment of the Break-Up Fee, EBF will be fully released and
discharged from any liability or obligation under or resulting
from the Purchase Agreement and Marine Terminals will not have any
other remedy or cause of action under or relating to the Purchase
Agreement or any applicable law including, without limitation, for
reimbursement of expenses.

EBF asks Judge Gonzalez of the U.S. Bankruptcy Court for the
Southern District of New York to approve the Break-Up Fee.

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. 121;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


FLAGSHIP CLO: S&P Assigns BB Rating to $274 Million Class D Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Flagship CLO III/Flagship CLO III Corp.'s $274 million
notes due 2016.

The preliminary ratings are based on information as of Aug. 12,
2004. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

   -- Credit enhancement provided through the subordination of
      cash flows to the respective class;

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

   -- The experience of the collateral manager; and

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

                   Preliminary Ratings Assigned
            Flagship CLO III/Flagship CLO III Corp.
     
         Class                Rating     Amount (mil. $)
         -----                ------     ---------------
         A revolving notes    AAA                   35.4
         A funded notes       AAA                  234.0
         B                    A                     29.4
         C                    BBB                   13.0
         D                    BB                    10.6
         Subordinated notes   N.R.                  32.0
    
         N.R.-Not rated.


FLEMING AND PENCE: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Fleming and Pence Investments, Inc.
        2502 Saint Elmo
        Memphis, Tennessee 38127

Bankruptcy Case No.: 04-32580

Chapter 11 Petition Date: August 12, 2004

Court: Western District of Tennessee (Memphis)

Judge: Jennie D. Latta

Debtor's Counsel: James David Bergstrom, Esq.
                  Bergstrom Law Firm
                  3181 Poplar Avenue, Suite 324
                  Memphis, TN 38111
                  Tel: 901-458-4422

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $0 to $50,000

The Debtor did not file a list of its 20-Largest Creditors.


FLEMING COS: Del Monte & Simplot Want PACA Trust Fund Established
-----------------------------------------------------------------
Del Monte Fresh Produce, N.A., Inc., and J.R. Simplot Company sell
wholesale quantities of perishable agricultural commodities.  Del
Monte and Simplot are licensed by the United States Department of
Agriculture and hold valid Perishable Agricultural Commodities Act
Licenses in good and active standing.

Duane D. Werb, Esq., at Werb & Sullivan, in Wilmington, Delaware,
relates that Del Monte and Simplot sold to Fleming Companies, Inc.
and its debtor-affiliates and subsidiaries perishable agricultural
commodities, on credit:

                                       Total Amount      Unpaid
Supplier       Date of Transaction        Sold           Amount
--------       -------------------     ------------      ------
Del Monte      Jul. 1998 - Mar. 2003      $583,541     $177,889
Simplot        Jan. 2003 - Apr. 2003       193,844      184,893
                                         ----------    ---------
    TOTAL                                  $777,385     $362,782

Pursuant to the trust provisions of PACA, Section 499e(c)(2) of
the Agriculture Code, and the Code of Federal Regulations, upon
receipt of commodities, a statutory trust arose in favor of Del
Monte and Simplot as to the commodities the Debtors received, all
inventories of food or other products derived from the
commodities, and the proceeds from the sale of the commodities
until full payment is made for the commodities.

Mr. Werb informs the U.S. Bankruptcy Court for the District of
Delaware that the Debtors have failed and refused to pay the
commodities it received and accepted from Del Monte and Simplot,
despite due demand.  Upon information and belief, the Debtors have
dissipated the corpus of the statutory trust, which arose in favor
of Del Monte and Simplot and grew on each delivery to the Debtors
of perishable agricultural commodities.

Accordingly, Del Monte and Simplot ask the Court to:

    (a) grant a judgment in their favor for $362,782, together
        with interest and costs;

    (b) declare and direct the Debtors to establish or preserve a
        trust fund consisting of funds sufficient to pay their
        trust claims, plus interest and all other PACA trust
        creditors with qualified PACA trust claims;

    (c) enjoin all Debtors from disposing of the trust fund; and

    (d) declare and direct the Debtors to assign, transfer,
        deliver and turn over to Del Monte and Simplot the trust
        fund as is necessary to compensate them and all other
        PACA trust creditors for the damages they suffered and
        continue to suffer.

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)


FUN-4-ALL: Creditors Committee Hires M.J. Renick as Accountants
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
Fun-4-All Corp.'s chapter 11 case, asks the U.S. Bankruptcy Court
for the Southern District of New York for permission to employ
M.J. Renick & Associates, LLC, as its accountants.

M.J. Renick will:

    a) review the books and records of the Debtor for the
       purpose of discovering assets that may exist which would
       be available to satisfy outstanding obligations of the
       Debtor;

    b) review the monthly operating reports and other documents
       filed by the Debtor with the court;

    c) investigate and determine in conjunction with the
       Committee and its counsel, potential preferential
       transfers and fraudulent transfers or other causes of
       action;

    d) investigate the financial relationships between the
       Debtor and certain of its suppliers and/or customers as
       requested by the Committee or its counsel;

    e) prepare any financial analysis needed to support
       litigation to recover assets or damages of the Debtor;

    f) perform other accounting and consulting services, and
       attend hearings and/or meeting as requested by the
       Committee or its counsel; and

    g) render other assistance as the Committee or its counsel
       may deem appropriate.

M. Jacob Renick is the person principally in-charge of this
engagement.  Mr. Renick bills $270 per hour for his services.

Headquartered in New York, New York, Fun-4-All Corp.,
manufactures, sells and distributes toys under various licenses.
The Company filed for chapter 11 protection on June 8, 2004
(Bankr. S.D.N.Y. Case No. 04-13943).  Steven H. Newman, Esq., at
Esanu Katsky Korins & Siger, LLP represents the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $4,554,659 in total assets and $9,856,993
in total debts.  The Company's Chapter 11 Reorganization Plan and
Disclosure Statement are due by October 6, 2004.


G-STAR: S&P Assigns BB Rating to $24 Million Preferred Shares
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to G-Star
2004-4 Ltd./G-Star 2004-4 Corp.'s $500 million fixed- and
floating-rate notes and preferred shares.

The ratings are based on:

   -- The adequate level of credit support in the form of
      subordination to be provided by the notes junior to the
      respective classes and by the preferred shares;

   -- Excess spread and overcollateralization provided by the
      assets;

   -- The cash flow structure, which is subject to various
      stresses requested by Standard & Poor's;

   -- The experience of the investment advisor; and

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

Additional information on CDOs can be found on RatingsDirect,
Standard & Poor's Web-based credit analysis system, at
http://www.ratingsdirect.com/  
  
                        Ratings Assigned
             G-Star 2004-4 Ltd./G-Star 2004-4 Corp.
   
     Class                Rating           Amount (mil. $)
     -----                ------           ---------------
     A-1                  AAA                        420.0
     A-2-A                AA                          20.0
     A-2-B                AA                          10.0
     B                    A-                          12.0
     C-1-A                BBB                          8.0
     C-1-B                BBB                          6.0
     Preferred shares     BB*                         24.0
     
     * Rating addresses solely the ultimate repayment of initial
       stated amount.


GENERAL MEDIA: Plan Delivers Penthouse Magazine to Bondholders
--------------------------------------------------------------
Penthouse International, Inc.'s (OTC: PHSL.PK) subsidiary, General
Media, Inc., said that the United States Bankruptcy Court for the
Southern District of New York confirmed its Plan of Reorganization
and expects to emerge from bankruptcy protection by the end of
August.

The Plan results from discussions between the Company, a
subsidiary of Penthouse International Inc., PET Capital, which
holds approximately 89% of the Company's Senior Notes, the
Official Committee of Unsecured Creditors and the principal
unsecured creditors.

Under the Plan, holders of the Company's Senior Notes would
exchange them for 1 million shares of common stock of the
reorganized company, representing 100% of the new common equity,
plus new Term Loan Notes of up to $27 million. The new Term Loan
Notes will bear interest at 13% per annum, payable in kind for the
first three years of their seven-year term, and be secured by a
first priority lien on all the reorganized company's assets,
subordinate only to a lien granted to a lender under an exit
financing facility of up to $20 million. General unsecured
creditors, whose claims aggregate approximately $12 million, will
share pro rata in $2 million in cash, with the balance payable in
new Term Loan Notes up to $10 million and, under certain
circumstances, an additional $1 million in principal amount of new
Term Loan Notes.

General Media, Inc. is currently a 99.5% owned subsidiary of
Penthouse International, Inc., which has not filed for bankruptcy
protection. No distribution on account of equity will be made
under the Plan.

"We believe the continued publication of Penthouse is now ensured
for many years," commented Marc H. Bell, Managing Partner of Marc
Bell Capital Partners LLC. "This Plan of Reorganization will
enable the Company to go forward as a financially viable
enterprise with a manageable debt load. It also represents an
important vote of confidence on the part of the major creditors,
whose support has enabled us to achieve this result."

A copy of the confirmed Plan of Reorganization is posted on the
website of the Bankruptcy Court, http://www.nysb.uscourts.gov

Marc Bell Capital Partners is a private investment firm based in
Boca Raton, Florida. The firm invests in distressed assets and
commercial real estate in the form of acquisitions,
recapitalizations, leveraged buyouts, debt restructurings, special
situation financing and Chapter 11 reorganizations including
debtor-in-possession and exit financing.

General Media, a subsidiary of Penthouse International, Inc.,
publishes Penthouse magazine and other publications and is engaged
in other diversified media and entertainment businesses.  The
Company filed for reorganization under Chapter 11 with the U.S.
Bankruptcy Court for the Southern District of New York on August
12, 2003.  Robert Joel Feinstein, Esq. Pachulski, Stang, Ziehl,
Young, Jones & Weintraub P.C. represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
their creditors, they listed $50 million to $100 million in total
assets and more than $50 million in total debts.


GENERAL MEDIA: Penthouse International Sues Bondholders
-------------------------------------------------------
After being stripped of its equity interests in General Media,
Inc., following confirmation of the publishing company's chapter
11 plan of reorganization in United States Bankruptcy Court for
the Southern District of New York, Penthouse International, Inc.'s
(OTC: PHSL.PK) filed suit against General Media's Bondholders in
New York State Court.  

A copy of Penthouse International's complaint is available at:

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

Represented by lawyers at Gersten, Savage, Kaplowitz, Wolf &
Marcus, LLP, Penthouse and its co-plaintiffs charge that General
Media bondholders improperly seized control of the company by
misusing the bankruptcy process and should pay millions of dollars
of compensatory and punitive damages.  

General Media, a subsidiary of Penthouse International, Inc.,
publishes Penthouse magazine and other publications and is engaged
in other diversified media and entertainment businesses.  The
Company filed for reorganization under Chapter 11 with the U.S.
Bankruptcy Court for the Southern District of New York on August
12, 2003.  Robert Joel Feinstein, Esq. Pachulski, Stang, Ziehl,
Young, Jones & Weintraub P.C. represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
their creditors, they listed $50 million to $100 million in total
assets and more than $50 million in total debts.


GLOBAL CROSSING: Carlos Slim & Family Disclose 19.9% Equity Stake
-----------------------------------------------------------------
In a regulatory filing with the Securities and Exchange Commission
dated July 29, 2004, billionaire investor Carlos Slim and his
family disclose that they beneficially own 4,380,000 shares of
Global Crossing, Ltd., common stock:

   Securities              Amount of Securities Beneficially
    Acquired    Price     Owned following reported transaction
   ----------   -----     ------------------------------------
      2,500     $17.20              4,280,000
     25,000      17.09              4,305,000
     25,000      17.35              4,330,000
     25,000      17.13              4,355,000
     25,000      15.94              4,380,000

The securities were acquired on July 28, 2004.

Orient Star Holdings, LLC, beneficially owns directly 3,990,000
Global Crossing Shares as of July 28, 2004.  Inmobiliaria Carso,
S.A. de C.V. is the sole member of Orient Star, and therefore may
be deemed to have indirect beneficial ownership of the 3,990,000
Global Crossing Shares owned directly by Orient Star.

Carso Global Telecom S.A. de C.V. beneficially owns directly
390,000 Global Crossing Shares as of July 28, 2004.

Carlos Slim Helu, Carlos Slim Domit, Marco Antonio Slim Domit,
Patrick Slim Domit, Maria Soumaya Slim Domit, Vanessa Paola Slim
Domit and Johanna Monique Slim Domit -- the Slim Family --
beneficially own all of the outstanding voting equity securities
of Inmobiliaria and a majority of the outstanding voting equity
securities of CGT.  As a result, each member of the Slim Family
may be deemed to have indirect beneficial ownership of:

   (i) the 3,990,000 Global Crossing Shares beneficially owned
       indirectly by Inmobiliaria and beneficially owned directly
       by Orient Star; and

  (ii) the 390,000 Global Crossing Shares beneficially owned
       directly by CGT.

The Slim Family Trust now controls 19.9% of Global Crossing's
outstanding common stock.

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


GLOBAL CROSSING: Nasdaq Says Listing Can Continue Until Sept. 10
----------------------------------------------------------------
The NASDAQ Listing Qualifications Panel granted the Global
Crossing's (Nasdaq: GLBCE) request for an extension until
September 10, 2004 to return to full compliance with NASDAQ
listing and SEC filing requirements.

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

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

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


GOPHER STATE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Gopher State Ethanol LLC
        882 West Seventh Street
        St Paul, Minnesota 55102

Bankruptcy Case No.: 04-34706

Type of Business: The Debtor manufactures ethanol.

Chapter 11 Petition Date: August 11, 2004
Court: District of Minnesota (St. Paul)

Judge: Dennis D. O'Brien

Debtor's Counsel: Michael L. Meyer, Esq.
                  Ravich, Meyer, Kirkman, McGrath & Nauman, PA
                  4545 IDS Center, 80 South Eighth Street
                  Minneapolis, Minnesota 55402,

Total Assets: $12,019,824

Total Debts: $36,759,602

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
XCEL Energy                   Utilities               $5,697,282
PO Box 9477
Minneapolis,
Minnesota 55484-9477

GRAIN COMMERCE                Goods & Services          $321,084
21575 515th Avenue
Lake Crystal,
Minnesota 56055

Farmers Mill & Elevator       Judgment                  $281,334
Company
27920 Danville Avenue
Castle Rock, Minnesota 55010

Lovegreen Industrial          Mechanic's Lien /         $137,447
Services, Inc.                Trade Debt

Leonard Street & Deinard      Goods & Services          $136,014

Lindquist & Vennum PLLP       Goods & Services          $115,743

MMC                           Goods & Services           $78,440

Novozymes North America Inc   Goods & Services           $76,791

Rutledge Construction Co      Mechanic's Lien /          $64,993
                              Trade Debt

Gagnon Inc.                   Mechanic's Lien /          $52,642
                              Trade Debt

Smith-Sharpe Fire Brick       Mechanic's Lien /          $48,442
Supply                        Trade Debt

Univar USA, Inc.              Mechanic's Lien /          $41,942
                              Trade Debt

First Insurance Funding       Insurance Premiums         $41,538
Corporation

Earth Tech, Inc.              Mechanic's Lien /          $37,422
Mellon Bank Lockbox           Trade Debt

KPMG                          Goods & Services           $34,104

Knutson Vent Consulting       Goods & Services           $30,227

Fremont Industries, Inc.      Goods & Services           $29,000

Westmor Industries LLC        Mechanic's Lien /          $28,943
                              Trade Debt

Laroche Industries, Inc.      Goods & Services           $28,757

Victory Energy                Mechanic's Lien /          $27,802
Operations LLC                Trade Debt


HAYES LEMMERZ: Wants to Nix GE Capital's $8 Million Admin. Claim
----------------------------------------------------------------
Thomas G. Macauley, Esq., at Zuckerman Spaeder, LLP, in
Wilmington, Delaware, relates that General Electric Capital
Corporation filed two applications for allowance and payment of an
$8 million administrative expense in 2003 in the chapter 11 cases
of Hayes Lemmerz International, Inc. and its debtor-affiliates and
subsidiaries.  GE Capital alleged that each of the 51 machines
subject to the equipment leases rejected by the Debtors and two
expired leases sustained a "Casualty Occurrence" giving rise to
the Debtors' obligation to pay the contractual "stipulated loss
value" for each machine.

Mr. Macauley tells the U.S. Bankruptcy Court for the District of
Delaware that 25 of the machines were in operating condition on
the Petition Date and on the date they were returned to GE
Capital.   Nine additional machines that required repair on the
Petition Date suffered no further damage postpetition.  Therefore,
there is no evidence that a Casualty Occurrence took place on 34
machines after the Petition Date.

Mr. Macauley contends that, as a matter of law, GE Capital cannot
recover an administrative expense for the 51 machines.  GE
Capital must first show that the machines sustained a Casualty
Occurrence.  Under the leases, an equipment sustains a Casualty
Occurrence if it is "worn out," "irreparably damaged," or
"permanently rendered unfit for use".  In other words, the machine
must be incapable of being restored to functionality.

None of the 51 machines meets that stringent test, Mr. Macauley
says.  The inspection reports on which GE Capital bases its
administrative expense claim show no significant problems with
many of the machines.

To obtain an administrative priority under Section 365(d)(10) of
the Bankruptcy Code, GE Capital must also show that a machine on a
rejected schedule sustained a Casualty Occurrence during the
period beginning 60 days after the Petition Date and ending on the
rejection date.  However, evidence shows that some machines that
needed repairs suffered no postpetition damage.  Thus, if those
machines sustained a Casualty Occurrence, it happened before the
Petition Date.

GE Capital asserted that the Debtors failed to properly maintain
and repair the machines, causing a default and giving rise to the
Debtors' obligation to pay the Stipulated Loss Value for each of
the machines.  Mr. Macauley notes that the parties' lease requires
written notice of default and an opportunity to cure.  However, GE
Capital has not produced any written notice and has not even
alleged that it did give written notice to the Debtors.  
Therefore, the obligation to pay the Stipulated Loss Values for
the machines did not arise at all.  GE Capital cannot assert
claims under Sections 365(d)(10) and 503(b)(1)(A) because it
failed to provide the requisite written notice of default to the
Debtors.

The Debtors ask the Court to issue a summary judgment disallowing
GE Capital's claim for administrative expense.  (Hayes Lemmerz
Bankruptcy News, Issue No. 52; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


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

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

Hollinger's 2003 annual financial statements cannot be completed
and audited until Hollinger International's 2003 annual financial
statements are completed.  Hollinger International has advised
Hollinger that it believes that it needs to review the final
report of the Special Committee established by Hollinger
International before it can complete its 2003 annual financial
statements.  Hollinger understands that the work of the Special
Committee is ongoing and its final report has not yet been issued.

As a result of the delay in the completion and audit of its annual
financial statements for the year ended December 31, 2003,
Hollinger will not be in a position to file its second quarter
interim financial statements (and related interim Management's
Discussion & Analysis) for the six month period ended June 30,
2004 by the required filing date under applicable Canadian
securities laws.

As a result of the delay in the filing of Hollinger's 2003 Form
20-F (which would include its 2003 audited annual financial
statements) with the United States Securities and Exchange
Commission by June 30, 2004, Hollinger is not in compliance with
its obligation to deliver to relevant parties its filings under
the indenture governing its senior secured notes due 2011.  
US$78 million principal amount of Notes are outstanding under the
Indenture.  On July 16, 2004, Hollinger received a notice of
default from the trustee under the Indenture dated July 8, 2004
notifying Hollinger of its failure to file and deliver its 2003
Form 20-F in accordance with the terms of the Indenture and
indicating that if the default continued unremedied for a period
30 days after receipt of the notice (being on or about
August 15, 2004), an event of default would occur under the
Indenture.

As a result of the delay in the completion and audit of its 2003
annual financial statements, Hollinger was not in a position to
file and deliver its 2003 Form 20-F yesterday, August 15, 2004.  
As a result, an event of default occurred under the Indenture and
the trustee under the Indenture or the holders of at least 25
percent of the outstanding principal amount of the Notes will then
have the right to accelerate the maturity of the Notes.  Hollinger
is actively exploring alternatives with a number of parties in
connection with modifying the terms of, or refinancing, the Notes
in order that Hollinger's debt obligations reflect the company's
current circumstances and the improved security available to
noteholders since the original issue date in March 2003.

Approximately US$5 million in interest on the Notes is due on
September 1, 2004.  Hollinger intends to make arrangements shortly
to deposit the full amount of such interest payment with the
trustee under the Indenture in order that noteholders receive
their interest payment in a timely manner.

As of the close of business on August 12, 2004, Hollinger had
approximately US$8.35 million of cash or cash equivalents on hand
and owned, directly or indirectly, 792,560 shares of Class A
Common Stock and 14,990,000 shares of Class B Common Stock of
Hollinger International.  Based on the August 12, 2004 closing
price of the shares of Class A Common Stock of Hollinger
International on the New York Stock Exchange of US$16.60, the
market value of Hollinger's direct and indirect holdings in
Hollinger International was US$261,990,496.  All of Hollinger's
direct and indirect interest in the shares of Class A Common
Stock of Hollinger International are being held in escrow with a
licensed trust company in support of future retractions of its
Series II Preference Shares and all of Hollinger's direct and
indirect interest in the shares of Class B Common Stock of
Hollinger International are pledged as security in connection with
the Notes.  In addition, Hollinger has previously deposited with
the trustee under the Indenture approximately US$10.5 million in
cash as collateral in support of the Notes.

Consequently, there is currently in excess of US$259 million
aggregate collateral securing the US$78 million principal amount
of the Notes outstanding.

On July 16, 2004, Hollinger and Conrad Black, without prejudice to
their respective appeals, paid an aggregate of approximately
US$30.0 million to Hollinger International in full satisfaction of
the monetary awards under the order and final judgment of the
Delaware Chancery Court requiring Hollinger and Conrad Black to
repay certain non-compete payments to Hollinger International.  
The Judgment ordered Hollinger and Conrad Black to repay
approximately US$21.3 million to Hollinger International,
inclusive of interest, in respect of certain non-compete payments
received by Hollinger.  The Judgment also ordered Conrad Black
separately to repay approximately US$8.7 million to Hollinger
International, inclusive of interest, in respect of certain non-
compete payments received by Conrad Black.  Hollinger directly
paid approximately US$6 million of the Hollinger Amount, while the
remainder of approximately US$15.3 million was advanced by Conrad
Black on behalf of Hollinger.  The structure and terms of such
advance, as between Conrad Black and Hollinger, are currently
being reviewed and negotiated between Conrad Black and the
independent directors of Hollinger.

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

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


HOLLINGER INC: Provides Updates on Civil Proceedings
-----------------------------------------------------
In connection with the amended complaint filed by Hollinger
International, Inc., against Hollinger, Inc. and others in
Illinois claiming damages, including treble damages under
applicable provisions of the Racketeer Influenced and Corrupt
Organizations Act -- RICO, of US$1.25 billion, plus attorney fees,
the defendants have moved to dismiss those counts in the complaint
which assert RICO claims on the basis that such claims are a
misuse of the RICO statute.  A date for the hearing of the motion
has yet to be fixed.

Separately, on August 11, 2004, the Ontario Superior Court denied
the request of The Ravelston Corporation Limited and Ravelston
Management, Inc., that the jurisdiction of the International
Action be moved from Illinois to Ontario.  In addition, the Court
temporarily stayed the counterclaims of Hollinger, Ravelston
Corporation Limited and Ravelston Management, Inc., against
Hollinger International for outstanding management fees and
damages for oppression of Hollinger and intentional interference
with Hollinger's economic relations pending resolution of the
International Action.

In December 2003, CanWest Global Communication Corp. and The
National Post Company brought an action in Ontario against
Hollinger International, Hollinger and others seeking
approximately C$25.7 million in damages, plus interest and costs,
on account of agreements entered into in connection with the sale
of Hollinger International's interests in the National Post
newspaper.  On August 4 and 5, 2004, the plaintiffs moved for
partial summary judgment on their claims.  On August 13, 2004,
Justice Dambrot dismissed the summary judgment motion as against
Hollinger and granting partial summary judgment as against
Hollinger International.

On June 8, 2004, Catalyst Fund General Partner I Inc., a
Hollinger shareholder, asked the Ontario Superior Court of
Justice to direct an investigation of related party transactions
involving Hollinger under the Canada Business Corporations Act.  
Hollinger considers the application to be without merit and is
vigorously opposing it.  The application will be heard on August
23 and 24, 2004.

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

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


INDUSTRIAL WHOLESALE: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Industrial Wholesale Electric Co.
        1500 South Griffith Avenue
        Los Angeles, California 90021

Bankruptcy Case No.: 04-27379

Chapter 11 Petition Date: August 10, 2004

Court: Central District of California (Los Angeles)

Judge: Thomas B. Donovan

Debtor's Counsel: David A. Tilem, Esq.
                  Law Offices of David A. Tilem
                  500 North Brand Boulevard Suite 460
                  Glendale, CA 91203
                  Tel: 818-507-6000

Total Assets: $2,797,100

Total Debts:  $6,646,928

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Lockie Family Revocable       Value of Security:      $2,800,000
Trust                         $2,115,093
416 Meadow View Drive         Net Unsecured:
La Canada, CA 91011           $684,907

Allied Tube & Conduit         Trade Debt                $311,226
16100 S. Lathrop
Harvey, IL 60426

Square D Company              Trade Debt                $280,580
1415 S. Roselle
Palatine, IL 60067

State Board of Equalization   3rd Quarter 2003;         $176,000
                              lien

Hendry                        Trade Debt                 $98,730

Thomas & Betts Corporation    Trade Debt                 $94,334

Acuity Lighting Group         Trade Debt                 $84,962

Commerce Lighting Supply      Trade Debt                 $66,993

McCain Traffic Supply         Trade Debt                 $66,493

Cantex, Inc.                  Trade Debt                 $65,808

Picoma Industries, Inc.       Trade Debt                 $60,613

Encore Wire                   Trade Debt                 $55,275

JTB Supply Company, Inc.      Trade Debt                 $53,044

Pacific Lighting Sales        Trade Debt                 $52,775

Hubbell Wiring Device/Kellem  Trade Debt                 $51,357

Houston Wire & Cable          Trade Debt                 $49,885

Econolite Control Products    Trade Debt                 $49,862

Osram Sylvania, Inc.          Trade Debt                 $39,738

King Luminaire                Trade Debt                 $36,780

Mercedes-Benz                 Lease for Mercedes         $36,289


INFOUSA: CEO Vin Gupta Purchases 10,000 Additional Shares
---------------------------------------------------------
InfoUSA's (Nasdaq:IUSA) Chairman and CEO, Vin Gupta, has purchased
an additional 10,000 shares of infoUSA stock. This follows his
previous purchases this year of 400,000 shares in March and 10,000
shares in January. He plans to keep this stock in his portfolio.

Mr. Gupta commented, "I believe that our stock is extremely
undervalued based on the strong financial condition of our company
and our enterprise value. I plan to purchase more infoUSA stock at
these levels as market conditions allow."

Gupta continued, "I will also strongly recommend that our Board of
Directors consider a corporate share buyback program."

                         About infoUSA     
    
infoUSA -- http://www.infoUSA.com/-- founded in 1972, is the      
leading provider of business and consumer information products,     
database marketing services, data processing services and sales     
and marketing solutions. Content is the essential ingredient in     
every marketing program, and infoUSA has the most comprehensive     
data in the industry, and is the only company to own a   
proprietary database of 250 million consumers and 14 million   
businesses under one roof. The infoUSA database powers the   
directory services of the top Internet traffic-generating sites,   
including Yahoo! (Nasdaq:YHOO) and America Online. Nearly 3   
million customers use infoUSA's products and services to find new   
customers, grow their sales, and for other direct marketing,   
telemarketing, customer analysis and credit reference purposes.   
infoUSA headquarters are located at 5711 S. 86th Circle, Omaha,
Nebraska 68127 and can be contacted at 402-593-4500.     
    
                           *     *     *    
    
As reported in the Troubled Company Reporter on May 20, 2004,  
Standard & Poor's Ratings Services assigned its 'BB' ratings and  
recovery ratings of '4' to infoUSA Inc.'s $250 million of senior  
secured credit facilities, indicating a marginal recovery  
(25%-50%) of principal in the event of a default.     
    
In addition, Standard & Poor's affirmed its 'BB' corporate  
credit rating on the Omaha, Nebraska-headquartered company. The  
outlook is stable.     
    
"The ratings on infoUSA Inc. reflect the company's meaningful  
pro forma debt levels, moderate-size operating cash flow base and  
competitive market conditions, including competition from     
companies that have greater financial resources," said Standard  
& Poor's credit analyst Donald Wong. "These factors are tempered  
by infoUSA's historical operating cash flow margins in the mid-
to high-20% range, free operating cash flow generation, strong  
niche market positions, a broad product and service offering  
distributed through numerous channels to a diverse base of  
businesses, and a significant portion of sales derived from  
existing or former customers."


KITCHEN: Committee Brings-In Lowenstein Sandler as Counsel
----------------------------------------------------------
The Official Unsecured Creditors Committee appointed in Kitchen,
Etc., Inc.'s on-going chapter 11 proceeding, asks the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Lowenstein Sandler PC as its bankruptcy counsel.

Lowenstein Sandler will:

    a) provide legal advice to the Committee with respect to its
       powers and duties as an official committee appointed
       under Section 1102 of the Bankruptcy Code;

    b) provide legal advice with respect to any disclosure
       statement and plan filed in this case and with respect to
       the process for approving or disapproving disclosure
       statements and confirming or denying confirmation of a
       plan;

    c) prepare on behalf of the Committee, as necessary,
       applications, motions, complaints, answers, orders,
       agreements and other legal papers;

    d) appear in Court to present necessary motions,
       applications and pleadings and protect the interests of
       those represented by the Committee; and

    e) perform all of the legal services for the Committee that
       may be necessary and proper in these proceedings.

Bruce Buechler, Esq., will lead the team in this engagement.  Mr.
Buechler reports that Lowenstein Sandler professionals currently
bill:

             Position            Hourly Rate
             --------            -----------
             Partners            $285 - 535
             Senior Counsel       250 - 395
             Counsel              240 - 325
             Associates           150 - 260
             Legal Assistants      75 - 140

Headquartered in Exeter, New Hampshire, Kitchen Etc., Inc. --
http://www.kitchenetc.com/-- is a multi-channel retailer of  
household cooking and dining products.  The Company filed for
chapter 11 protection on June 8, 2004 (Bankr. Del. Case No.
04-11701).  Bradford J. Sandler, Esq., at Adelman Lavine Gold and
Levin, PC, represents the Debtor in its restructuring efforts.  
When the Company filed for protection from its creditors, it
listed $32,276,000 in total assets and $33,268,000 in total debts.


LAIDLAW INC: Laidlaw Int'l Reports About Stock Awards & Options
---------------------------------------------------------------
Pursuant to Laidlaw International, Inc.'s 2003 Equity and
Performance Incentive Plan, Laidlaw issued stock-based
compensation to various employees and non-employee directors.  The
grants to employees represent the long-term incentive portion of
Laidlaw's overall compensation plan for management.

Douglas A. Carty, Senior Vice-President and Chief Financial
Officer of Laidlaw, reports in a recent filing with the Securities
and Exchange Commission that, during the nine-month period ended
May 31, 2004, Laidlaw issued:

   -- 57,375 non-qualified stock options to non-employee
      directors with a strike price of $10.33 per share; and

   -- 60,000 shares of non-qualified stock options to a key
       management employee at a strike price of $14.45.

The grant prices were equal to the fair market value of Laidlaw's
stock at the date of grant.  The stock options have a 10-year life
and vest ratably over three years.

         Stock Options & Tandem Stock Appreciation Rights

During the nine month period ended May 31, 2004, Laidlaw issued
369,000 non-qualified stock options to key management employees
with a strike price of between $13.00 and $14.60 per share, which
was equal to the fair market value of Laidlaw's stock at the date
of grant.  The stock options have a 10-year life and vest ratably
over three years.

In tandem with the stock option grant, each participant received a
stock appreciation right that allows the participant to receive,
upon exercise of the right, the difference between the option
strike price and the fair market value of Laidlaw's stock on the
exercise date.  Laidlaw can choose whether to deliver common stock
or cash to the participant upon exercise of the stock appreciation
right.

Any exercise of a tandem stock appreciation right will
automatically cancel the underlying stock option.  Any exercise of
the stock option will automatically cancel the tandem stock
appreciation right.

                        Restricted Shares

On September 10, 2003, Laidlaw issued 28,688 shares of restricted
common stock to non-employee directors that vest at the end of a
three-year period.  During the vesting period, the participant has
the rights of a shareholder with respect to voting and dividend
rights but is restricted from transferring the shares.

                         Deferred Shares

During the nine-month period ended May 31, 2004, Laidlaw issued
830,300 deferred shares to key management employees that vest
ratably over a four-year period.  Due to forfeitures, 817,550
deferred shares remain outstanding as at May 31, 2004.

On each vesting date, the employee will receive Laidlaw common
stock equal in number to the deferred shares that have vested.  
Upon delivery of the Laidlaw common stock, an equal number of
deferred shares are terminated.  The participant has no voting
rights with the deferred shares. (Laidlaw Bankruptcy News, Issue
No. 48; Bankruptcy Creditors' Service, Inc., 215/945-7000)


LEHMAN: Moody's Puts Ba2-Rated Class B-2 Certificates Under Review
------------------------------------------------------------------
Moody's Investors Service has placed on review for possible
downgrade the ratings of six senior and all mezzanine and
subordinate certificates from the Lehman 2001-B manufactured
housing securitization.  The Class A-7 certificates are not being
placed on review as they benefit from an insurance policy issued
by Ambac Assurance Corporation.

The current review is prompted by the weaker-than anticipated
performance of this pool.  Delinquencies and repossessions have
exceeded original expectations.  As of the June 30, 2004
remittance report, cumulative losses and cumulative repossessions
for the transaction totalled 4.96% and 8.57%, respectively, with
70.21% of the pool still outstanding.  Loss severities for the
past 6 months have been close to 70%.

Similar to other manufactured housing securitizations, the
deteriorating performance is due to weak underwriting standards,
combined with macroeconomic factors, such as high unemployment
levels in the manufacturing sector where many borrowers are
employed.  This has placed increased pressure on the industry,
further magnifying repossessions and loss severities.

The complete rating action is as follows:

   Issuer: Lehman ABS Manufactured Housing Contract          
           Senior/Subordinate Asset-Backed Certificates

   Series: 2001-B

           -- Notional, 1.10% Class A-IO2 Certificates, rated Aaa,
              on review for possible downgrade;

           -- Notional, Variable Rate Class A-IOC Certificates,
              rated Aaa, on review for possible downgrade;

           -- 3.01% Class A-1 Certificates, rated Aaa, on review               
              for possible downgrade;

           -- 3.70% Class A-2 Certificates, rated Aaa, on review               
              for possible downgrade;

           -- 4.35% Class A-3 Certificates, rated Aaa, on review               
              for possible downgrade;

           -- 5.27% Class A-4 Certificates, rated Aaa, on review
              for possible downgrade;

           -- 5.87% Class A-5 Certificates, rated Aaa, on review
              for possible downgrade;

           -- 6.47% Class A-6 Certificates, rated Aaa, on review
              for possible downgrade;

           -- 6.63% Class M-1 Certificates, rated Aa2, on review
              for possible downgrade;

           -- 7.17% Class M-2 Certificates, rated A2, on review
              for possible downgrade;

           -- 7.82% Class B-1 Certificates, rated Baa2, on review
              for possible downgrade; and

           -- 7.93% Class B-2 Certificates, rated Ba2, on review
              for possible downgrade.

The contracts in the pool were originated by The CIT Group/Sales
Financing, Inc. and The CIT Group/Consumer Finance, Inc.  CIT
Group Inc. (long-term senior unsecured rating of A2), which
commenced operations in 1908, is a diversified finance company
with five business segments:

   (1) Specialty Finance,
   (2) Commercial Finance,
   (3) Equipment Finance,
   (4) Capital Finance, and
   (5) Structured Finance.

In 2001, the former Vendor Technology Finance and Consumer Finance
business segments were combined to form the Specialty Finance
segment.  CIT provides financing and lease capital for companies
in more than 30 industries.  As of December 31, 2003, CIT had
$49.7 billion of managed assets and $5.4 billion of shareholders'
equity.  In April 2002, CIT discontinued the origination of
manufactured home financing.


MARINER HEALTH: Suit Charges Violation of Alabama False Claims Act
------------------------------------------------------------------
On June 10, 2004, Mariner Health Care, Inc., was served with a
complaint filed in the U.S. District Court of Alabama entitled,
"United States of America ex rel Patrick Bruce Atkins, MD and
Patrick Bruce Atkins, MD, a natural person v. Charles M. McInteer,
MD et. al."  The complaint alleges violations of the Federal False
Claims Act, conspiracy and common law fraud in connection with
psychiatric services rendered by third party psychiatrists in
nursing facilities in Alabama, including one facility operated by
a Mariner subsidiary.  To date, the Government has declined to
intervene in the litigation.  No specific allegations of fraud
were made against Mariner.  On June 30, 2004, Mariner filed a
request to dismiss the complaint as to its facility.  Mariner's
request is currently under consideration by the Alabama Court.

In a regulatory filing with the Securities and Exchange
Commission, Mariner President and Chief Executive Officer, C.
Christian Winkle, reports that management is confident that the
resolution of the Alabama lawsuit will have no a material adverse
effect on the company's financial position, results of operations
or cash flows. (Mariner Bankruptcy News, Issue No. 59; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


MID-STATE RACEWAY: Case Summary & 40 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Mid-State Raceway, Inc.
             dba Vernon Downs
             dba Miracle Isle Gaming Resort
             14 Ruth Street
             P.O. Box 860
             Vernon, New York 13476

Bankruptcy Case No.: 04-65746

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Mid-State Development Corporation          04-65745

Type of Business: The Debtor operates a racetrack, restaurant
                  and gaming resort.
                  See http://www.vernondowns.com/

Chapter 11 Petition Date: August 11, 2004

Court: Northern District of New York (Utica)

Judge: Stephen D. Gerling

Debtors' Counsel: Lee E. Woodard, Esq.
                  Harris Beach LLP
                  One Park Place
                  300 South State Street
                  Syracuse, NY 13202
                  Tel: 315-423-7100
                  Fax: 315-214-2101

Estimated Assets: Unstated

Estimated Debts:  $10 Million to $50 Million

A. Mid-State Raceway's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
V.I.P. Structures                          $804,222
One Webster's Landing
Syracuse, NY 13202

Harness Horse Assoc. of CNY                $475,605
P.O. Box 586
Vernon, NY 13476

Vestin                                     $250,207
2901 El Camino Ave.
Las Vegas, NV 89102

Martin J. Gersten                          $153,801

Niagara Mohawk                             $143,456

Oneida County Dept. of Finance              $95,020

Amtote International Inc.                   $87,265

New York Racing Assoc.                      $83,467

Strategy XXI Group, Ltd.                    $78,744

Dannible & McKee, LLP                       $74,260

Autotote Communications Div.                $68,150

Lackey Hershman                             $61,599

Mid-State Raceway, Inc.                     $50,836

Tydings & Rosenberg, LLP                    $49,010

Hiscock & Barclay, LLP                      $44,250

AFCO                                        $41,113

Meadowlanda and Exposition Authority        $36,531

TDS Telecom                                 $32,042

NYS Dept. Taxation & Finance                $25,556

GE Capital                                  $25,525

A. Mid-State Development's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Oneida County Texas                        $156,939

Sysco Food Service                          $71,179

Choice International                        $54,836

Paul Noyes                                  $24,350

Advantage Energy, Inc.                       $7,937

Tartan Textile Services, Inc.                $6,472

Niagara Mohawk                               $6,165

MVP Health Plan, Inc.                        $5,941

Citicorp Vendor Finance, Inc.                $5,754

Lodgenet Entertainment                       $4,712

American Hotel Register, Co.                 $4,385

Coca-Cola USA                                $3,504

Wells Fargo Financial                        $3,491

Waste Management of NY - Utica               $3,245

Otis Elevator                                $3,208

Sorbello Produce Co.                         $2,701

John Orasio                                  $2,586

Lato Supply Corp.                            $2,357

Theodore Kyle Walter                         $2,198

TDS Telecom                                  $2,145


MILLENIUM ASSISTED: Hires Gershon Biegeleisen as Accountants
------------------------------------------------------------
Millenium Assisted Living Residence at Freehold, L.L.C., sought
and obtained approval from the U.S. Bankruptcy Court for the
District of New Jersey to employ Gershon Biegeleisen & Co., as its
accountants.

Gershon Biegeleisen will:

    a. advise and assist the Debtor in the preparation of
       financial information, including Statement of Financial
       Affairs, monthly operating reports and other information
       that may be required by the Bankruptcy Court, the U.S.  
       Trustee and/or the Debtor's creditors and other parties
       in interest;

    b. assist the Debtor in communications with the parties in
       interest and their respective advisors, including the
       Creditors' Committee;

    c. assist the Debtor in preparing and reviewing budgets,
       financial statements, long-term cash flow projections,
       weekly flash reports, or other special projects or
       reports;

    d. attend meetings with parties in interest and their
       respective advisors;

    e. provide operational consulting services, including
       assistance in the identification and implementation of
       cost savings and revenue enhancements;

    f. review and assist in preparation and filing of corporate
       tax returns;

    g. analyze creditor claims and prepare and evaluate
       litigation and claim objections;

    h. advise and assist the Debtor in developing, identifying
       and evaluating any proposed restructuring transactions
       and in preparing a presentation of a restructuring plan
       and its alternatives to the creditors;

    i. advise and assist the Debtors in connection with the
       formulation, negotiation, preparation and confirmation of
       a plan or plans of reorganization;

    j. provide other financial advisory services in this chapter
       11 case, as requested by the Debtor and/or its counsel;
       and

    k. provide such services, as mutually agreeable, as may be
       incident to and necessary to carry out the above.

The professionals who will primarily render services to Millenium
Assisted and their billing rates are:


            Professionals            Hourly Rate
            -------------            -----------
            Gershon Biegeleisen      $150
            Jo Barenholtz            $120
            Chaya Fuhrer             $100

Headquartered in Freehold, New Jersey, Millenium Assisted Living
Residence at Freehold, LLC, filed for chapter 11 protection on
June 7, 2004 (Bankr. N.J. Case No. 04-29097).  Larry Lesnik, Esq.,
and Sheryll S. Tahiri, Esq., at Ravin Greenberg PC represent the
Debtor in its restructuring efforts.  When the Company filed for
protection from its creditors, it estimated over $10 million in
debts and assets.


MIRANT CORP: Wants PwC to Help with Testing & Tax Form Preparation
------------------------------------------------------------------
Michelle C. Campbell, Esq., at White & Case, LLP, in Miami,
Florida, informs the U.S. Bankruptcy Court for the Northern
District of Texas that in early June 2004, Mirant Corporation and
its debtor-affiliates and subsidiaries asked
PricewaterhouseCoopers, LLP, to provide loan staff personnel to
work with Mirant Corporation's Internal Audit department under the
supervision of the V.P. Internal Audit in testing internal
controls associated with the Sarbanes Oxley Act of 2002 - Public
Company Accounting Reform and Investor Protection Act.  PwC agreed
to provide the personnel for and assist the Debtors with the
Testing.  In connection with the Testing, PwC would, among other
things, assist the Debtors with testing of internal controls and
documenting results.

The Debtors also asked PwC to provide loan staff personnel to work
at Mirant's headquarters under the supervision of Mirant's
employees to prepare United States tax forms related to Debtors'
Asian operations.  PwC agreed to provide the personnel for and
assist the Debtors with the Tax Form Preparation.  In connection
with the Tax Form Preparation, PwC would, among other things,
perform any necessary research and calculations in connection with
the completion of Forms 5471 and 8865 for Mirant's foreign
subsidiaries and foreign partnerships.

Pursuant to Section 327(e) of the Bankruptcy Code, the Debtors
seek the Court's permission to expand the scope of PwC's
employment as their consultants to include:

   (a) the services authorized under the Original Employment
       Application; and

   (b) the services required in connection with the Testing and
       Tax Form Preparation as of June 14, 2004.

Ms. Campbell assures the Court that PwC will continue to
coordinate its efforts with bankruptcy counsel and other
professionals retained by the Debtors and clearly delineate its
duties to prevent any duplication of effort.  The Debtors believe
that rather than resulting in any extra expense to the
Debtors' estates, the efficient coordination of efforts of counsel
will greatly add to the effective administration in these Chapter
11 cases.  In particular, the Debtors have taken special care to
ensure that the services to be provided by PwC with respect to the
Testing will not be duplicative to the services currently being
provided by Ernst & Young, LLP, with respect to Sarbanes Oxley
compliance.

The Debtors understand that PwC intends to continue applying to
the Court for allowance of compensation and reimbursement of
expenses in accordance with the applicable provisions of the
Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, and
the Local Bankruptcy Rules for the Northern District of Texas for
all services performed and expenses incurred after the Petition
Date.  The Debtors and PwC have agreed that the Debtors will
continue to pay PwC's customary hourly rates for services rendered
that are in effect from time to time, as set forth in the Original
Employment Application, and reimburse PwC according to its
customary reimbursement policies.

To the best of the Debtors' knowledge, information and belief, PwC
continues to represent no interest adverse to the Debtors or to
their estates in the matters for which PwC is retained and seeks
to be retained.  PwC and its professionals continue to be
"disinterested persons" under Section 101(14) of the Bankruptcy
Code.

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)


MOONEY AEROSPACE: U.S. Trustee Names 3-Member Creditors Committee
-----------------------------------------------------------------
The United States Trustee for Region 3 appointed three creditors
to serve on an official Committee of Unsecured Creditors in
Mooney Aerospace Group, Ltd.'s Chapter 11 case:

     1. AP-Long Beach Airport, LLC
        c/o The Abbey Company
        Attn: David Gullen, Esq.
        310 Golden Shore, Suite 300      
        Long Beach, California 90802
        Phone: 562-435-2100, Fax: 562-435-2109

     2. Stonestreet Limited Partnership
        Attn: Michael Finkelstein
        260 Town Centre Boulevard, Suite 201
        Markham, Ontario, Canada L3R 8H8
        Phone: 416-867-6090

     3. Jenkens & Gilchrist Parker Chapin LLP
        Attn: Lee Stremba
        405 Lexington Avenue
        New York, New York 10174
        Phone: 212-704-6000, Fax: 212-704-6288

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense. They may investigate the Debtor's 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 Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Headquartered in Kerrville, Texas, Mooney Aerospace Group, Ltd. --
http://www.mooney.com/-- is a general aviation holding company  
that owns Mooney Airplane Co. located in Kerrville, Texas.  The
Company filed for chapter 11 protection on June 10, 2004 (Bankr.
Del. Case No. 04-11733).  Mark A. Frankel, Esq., at Backenroth
Frankel & Krinsky LLP represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $16,757,000 in total assets and $69,802,000
in total debts.


NATIONAL CENTURY: Liberty Wants Lincoln Sale Stayed Pending Appeal
------------------------------------------------------------------
Liberty National Enterprise, L.P., asks the U.S. Bankruptcy Court
for the District of Ohio to stay the order compelling Memorial
Drive Office Complex, a National Century Financial Enterprises,
Inc. debtor-affiliate, to sell the Lincoln Medical Clinic Property
to Mark Aprahamian pending its appeal.  

As reported in the Troubled Company Reporter on August 13, 2004,  
Liberty National asked the U.S. Bankruptcy Court to reconsider its
decision and gave notice that it will take an appeal to the
Bankruptcy Appellate Panel for the Sixth Circuit.  

According to Michael D. Bornstein, Esq., at Ricketts Co., in
Columbus, Ohio, representing Liberty National, Rule 62(d) of the
Federal Rules of Civil Procedure allows an appellant to obtain a
stay pending appeal as a matter of right, on the approval of the
appellant's supersedeas bond by the court.  The bond's purpose is
to secure the appellee from loss resulting from delay in execution
of, typically, a money judgment.

Although the Order compelling the sale is not a money judgment per
se, any loss that may result from delay in completing the sale
transaction may nevertheless be quantified in dollars and cents
and therefore protected by the posting of an adequate bond.  

Liberty National proposes to deposit $96,460 with the Court as its
bond.  The proposed amount of this cash deposit will provide more
than adequate security, Liberty National says.

In the absence of a stay of the Order, Mr. Bornstein points out
MDOC would presumably close a sale of the Property to Mr.
Aprahamian and would receive $4,525,000.  In turn, Mr. Aprahamian
would receive title to the Property, which he has valued at
$4,525,000.  Tri-Yar would receive the return of its $25,000
deposit and would no longer be obligated to act as back-up
purchaser.

Thus, for MDOC, any harm resulting from a stay of the Order is the
delay in its receiving the $4,525,000.  The potential harm can be
quantified by the interest that will accrue on $4,525,000 over the
estimated period of time necessary to resolve the appeal.  Using
the federal judgment interest rate of 2.12% in effect for the week
ending July 23, 2004 and estimating an appeal period of one year,
the interest MDOC would lose totals $95,930.

For Mr. Aprahamian, if Liberty National is not successful on
appeal, his harm would arguably be the loss of the potential
appreciation in value of the Property over the estimated period of
time necessary to resolve the appeal, minus the interest that
Aprahamian would receive on his $4,525,000, which he retains
during the pendency of the appeal.  If Liberty National's appeal
is not successful, Mr. Aprahamian will simply buy the Property
when the appeal concludes, will gain the benefit of any
appreciation in value that has occurred in the meantime, and will
have retained his $4,525,000 until that time.  

Tri-Yar, whose best offer is nearly $2 million less than Liberty
National's and Mr. Aprahamian's bids, has little chance or risk of
becoming the successful purchaser.  At most, Tri-Yar's harm from a
stay pending appeal would stem from tying up its $25,000 deposit
for the duration of the appeal, which harm can be quantified as
accrued interest on $25,000.  Over a one-year period at the
federal judgment rate, this amounts to $530.

Mr. Bornstein asserts that grounds exist that the Court may
appropriately, and should, exercise its discretion to grant
Liberty National a stay pending appeal of the Compel Order
pursuant to Rule 8005 of the Federal Rules of Bankruptcy
Procedure:

   (a) Liberty National has a strong likelihood of prevailing on
       its argument that the Compel Order should be overturned
       because Liberty National was not in default;

   (b) Absent a stay pending appeal, Liberty National will be
       irreparably harmed, since it will lose forever the ability
       to obtain effective protection on appeal, as well as lose
       the ability to acquire the Property from MDOC;

   (c) MDOC, Mr. Aprahamian, and Tri-Yar are the only parties
       besides Liberty National who will be affected by a stay
       pending appeal of the Compel Order.  The magnitude of the
       harm is minimal, especially when compared to Liberty
       National's potential loss of the Lincoln Clinic Property
       itself and the mooting of its appeal if the Compel Order
       is not stayed.  Moreover, the other three parties'
       interests can be readily protected by Liberty National's
       posting a bond in a sufficient amount to protect against
       the potential harm in each of their cases; and

   (d) Staying the Compel Order will further the public interest
       by maintaining the final nature of the Sale Order until
       the appeal of the Compel Order can be determined.

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. S.D. Ohio Case No. 02-65235).  The healthcare finance
company prosecuted its Fourth Amended Plan of Liquidation to
confirmation on April 16, 2004.  Paul E. Harner, Esq., at Jones
Day represents the Debtors in their restructuring efforts.  
(National Century Bankruptcy News, Issue No. 44; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


NEXPAK CORPORATION: Files Reorganization Plan in N.D. Ohio
----------------------------------------------------------
NexPak Corporation and its debtor-affiliates filed their Joint
Chapter 11 Plan of Reorganization with the U.S. Bankruptcy court
for the Northern District of Ohio, Eastern Division.  The Plan
passes ownership of Reorganized NexPak to the holders of the
Company's Bank Debt.  A full-text copy of the Debtors' Plan is
available for a fee at:

  http://www.researcharchives.com/bin/download?id=040812020317

NexPak, Reorganized NexPak, or a Third Party Disbursing Agent will
make all distributions of cash, New Common Stock, interests in the
New Senior Secured Term Loan and other instruments or documents
required under the Plan.  

The Plan groups creditors and equity holders in eight classes and
describes their treatment:

  Class            Treatment  
  -----            ---------
  1 - Unsecured    Unimpaired. On the Effective Date, each
  Priority Claims  holder will receive cash equal to the amount
                   of the Claim, unless the holder and the
                   applicable Debtor agree to different
                   treatment.

  2 - Other        Unimpaired. On the Effective Date, unless
  Secured Claims   otherwise agreed by the Claim holder and the
                   applicable Debtor, will receive treatment on    
                   account of the Allowed Claim in the manner
                   set forth in these three options, at the
                   election of the applicable Debtor:

                   Option A: will be paid in cash, in full;
                   Option B: will be Reinstated;
                   Option C: will be entitled to receive (and
                             the applicable Debtor shall release
                             and transfer to the holder) the
                             collateral securing the Allowed
                             Claim.

  3 - Bank Loan    Impaired. On the Effective Date, each holder
  Claims           of an Allowed Bank Loan Claim will receive a
                   Pro Rata share of:
                   (a) the New Senior Secured Term Loan and
                   (b) the New Common Stock issued by
                       Reorganized NexPak and will receive
                       releases.

  4 - Unsecured    Impaired. Each holder of an Allowed Claim in
  Claims           Class 4 will receive a Pro Rata share of
                   cash in the Unsecured Claims Reserve.

  5 - Inter-       Impaired. No property will be distributed to
  company Claims   or retained by the holders of Allowed Claims
                   in Class 5 on account of the Claims.

  6 - Old NexPak   Impaired. No property will be distributed to
  Preferred Stock  or retained by the holders of Allowed
                   Interests in Class 6 on account of the
                   Interests, and will be canceled on the
                   Effective Date.

  7 - Old NexPak   Impaired. No property will be distributed to
  Common Stock     or retained by the holders of Allowed
                   Interests and Claims in Class 7 on account of
                   the Interests or Claims, and will be canceled
                   on the Effective Date and the Old
                   Stockholders' Agreement will be deemed
                   rejected.

  8 - Subsidiary   Unimpaired. On the Effective Date Allowed
  Debtor Equity    Class 8 Interests will be Reinstated, subject
  Interests        to the Restructuring Transactions.
                 
Headquartered in Uniontown, Ohio, NexPak Corporation manufactures
and supplies standard and custom packaging for DVD, CD, video,
audio, and professional media formats.  The Company filed for
chapter 11 protection on July 18, 2004 (Bankr. N.D. Ohio Case No.
04-63816).  Ryan Routh, Esq., and Shana F. Klein, Esq., at Jones
Day represent the Company in its restructuring efforts.  When the
Company filed for protection from its creditors it reported
approximately $101 million in total assets, total debts
approximating $209 million.


OXFORD AUTOMOTIVE: Liquidity Concerns Prompt Moody's Junks Ratings
------------------------------------------------------------------
Moody's Investors Service lowered the ratings for Oxford
Automotive, Inc. due to intensified concerns regarding the
company's declining cash flow from operations, weakened liquidity,
and ability to meet debt service requirements.  The new ratings
reflect Moody's estimations of recovery values should the company
pursue either liquidation of some or all of its assets and
reorganization of its existing capital structure through another
distressed exchange.  The rating outlook remains negative.

Moody's took the following specific rating actions:

   -- Downgrade to C, from Caa1, of Oxford's $280 million of 12%
      guaranteed senior secured second-lien notes due October
      2010;

   -- Downgrade to Ca, from Caa1, of Oxford's senior implied
      rating;

   -- Downgrade to C, from Caa2, of Oxford's senior unsecured
      issuer rating

Oxford also has in place a $60 million guaranteed senior secured
first-lien revolving credit facility due November 2006 that is not
rated by Moody's.  This revolving credit facility is secured on a
first-priority basis by most assets of the company.  The company
continues to explore the possibility of establishing a $25 million
operating lease for its McCalla, Alabama plant, but the current
status of this operating lease remains unclear.

The rating downgrades and continued negative outlook reflect
Moody's belief that there has been a severe weakening of the
company's operating cash flow performance and liquidity position.
Moody's additionally notes that while Oxford's foreign operations
have accounted for more than half of overall revenues,
profitability, and assets, there appear to be difficulties
surrounding the ability to repatriate much of the foreign cash.  
It is furthermore unclear to Moody's to what extent Oxford has had
to absorb rising steel prices, wages, and retirement benefits.

Moody's has also learned that Oxford appointed a new CEO and CFO
in recent weeks.  The new CFO is notably the seventh CFO that
Oxford has had in as many years, and the third CFO that the
company has had since the beginning of 2004.  It is Moody's
opinion that management instability over the past few years has
exacerbated the company's problems.

Moody's has been unable to formally validate the company's current
operations and financial condition due to the lack of reported
financial information.  Oxford has not completed either its fiscal
year end March 2004 audit, nor its quarterly results for June
2004.

Oxford notably faces its next $16.8 million second-lien notes
interest payment on October 15, 2004.  While Oxford appears to
have some unused capacity under its $60 million senior secured
revolving credit facility, Moody's believes that the lender has
the right to establish reserves that would reduce effective
availability.  Oxford has reportedly considered placing some or
all of its assets for sale in both North America and Europe.  
Moody's believes that, in the absence of incremental equity
infusions or credit commitments, Oxford will be increasingly
pressured to sell facilities or business segments in order to
generate sufficient liquidity to support its critical business and
its debt service requirements.  To date, the company has only sold
its Ramos Arizpe Mexico facility for approximately $40 million of
proceeds during May 2004.  The proceeds of this sale, which were
below book value, were utilized to reduce the outstanding balance
under its revolver and thereby provide additional effective
borrowing capacity.  However, the sale of the Mexican facility
also lowered Oxford's future cash flow generation by more than
$10 million per annum.

Oxford's production launch of welded underbodies for two
significant Mercedes platforms -- the redesigned Mercedes M class
and the Vision Grand Sports Tourer -- have the potential to be
compromised in the event that Oxford has insufficient liquidity.  
These two vehicle models are scheduled by Mercedes to go on sale
during late 2004/ early 2005 and are expected to generate in
excess of $175 million of annual revenues at full production
volumes and $1.3 billion of aggregate revenues over the contract
term.  Oxford faces additional cash funding requirements to
support up-front costs associated with the launches and the
completion of the McCalla, Alabama plant, which has been
constructed specifically to support the Mercedes platforms.  
Moody's notes that the McCalla facility and the Mercedes contract
currently represent Oxford's most valuable North American assets
and that Mercedes has a high stake in the future of this plant.   
One news report stated that Oxford has retained an investment
banking firm to sell certain of Oxford's other plants in order to
improve liquidity and help finance the Mercedes contract.

Operating cash flow shortfalls are likely to have been caused by
the earlier than expected termination of the Saturn LS program,
lower production volumes on certain Saturn, Nissan and Ford
platforms, expenses associated with the wind down of the Canadian
leaf springs business, and professional fees.  Oxford's net new
business backlog excluding the Mercedes programs is modest due to
the difficulty the company had securing new business in the period
leading up to its July 2002 Chapter 11 reorganization.

Moody's widened the notching of Oxford's guaranteed senior secured
second-lien notes rating to reflect escalated concerns regarding
recovery values under either a liquidation or reorganization
scenario.  Moody's believes that the company is now facing a
critical liquidity shortfall. The second-lien notes are
increasingly positioned like equity, given their effective
subordination to Oxford's first-lien senior secured revolver and
certain operating leases in the US and structural subordination to
Oxford's local bank debt and factoring arrangements in Europe.

Given the extremely low level of Oxford's current ratings,
potential negative future rating events would focus on evidence of
insufficient realizable asset values to fully cover the company's
guaranteed senior secured debt and a portion of its senior
unsecured trade debt.

Future events that have potential to improve Oxford's ratings or
outlook include definitively improved cash flow performance,
evidence of an ability to cover cash interest requirements through
recurring operations, the closing of asset sales at non-fire-sale
prices in order to reduce debt balances, successful execution of
the Mercedes launches, additional value-added new business awards
with an expanded customer base, and an improvement in liquidity
through an additional infusion of debt or equity.

Oxford Automotive, headquartered in Troy, Michigan, is an
international supplier of specialized metal-formed systems,
modules, assemblies, components and related services primarily in
the role of a Tier 1 supplier to automotive original equipment
manufacturers.  The company's core products include structural
modules and systems, exposed closure panels, suspension systems
and vehicle opening systems.


PH OPCO: Moody's Gives Low-B Ratings, Citing Small Market Share
---------------------------------------------------------------
Moody's Investors Service assigned a first-time senior implied
rating of B1 to PH Opco, LLC, and assigned B1 and B3 ratings to
its proposed $100 million first lien and $20 million second lien
senior secured credit facilities, respectively.

The ratings reflect the company's small market share within the
$20 billion, highly-competitive vitamin and mineral supplement --
VMS -- industry in which it competes, the potential for increased
regulatory focus on its industry, and its reliance on a limited
number of brands.  These risks are meaningfully mitigated by:

   * PH's large, loyal customer base;

   * its management's disciplined business approaches to customer
     acquisition and product development; and

   * its largely outsourced operations.

These strengths combine to yield consistently, strong free cash
flows that support steady debt repayment capacity.  The rating
outlook is stable.

The following ratings were assigned::

   -- Senior implied rating, B1;

   -- $10 million first lien senior secured revolving credit
      facility due 2009, B1;

   -- $90 million first lien senior secured term loan facility due
      2010, B1;

   -- $20 million second lien senior secured term loan facility
      due 2011, B3;

   -- Senior unsecured issuer rating, B3.

ACI Capital Co., Inc. and American Securities Capital Partners,
LLC -- the Sponsors -- will use the proceeds from the financing to
purchase certain assets of Phillips Health LLC's from privately
owned Phillips International, Inc.  Following the transaction,
PH's leverage will be around 3.9x pro forma cash LTM EBITDA of $28
million at June 2004.

PH's ratings are restrained by its somewhat narrow business focus
and small share in the large, highly competitive VMS industry.  
The industry faces potential risks from increased regulatory
attention and potential product liability issues.  Further, the
company's primary marketing strategy, which targets wealthy older
clients with doctor-affiliated mail-order products and newsletter
subscriptions, could come under heightened scrutiny and requires
strict compliance procedures to avoid regulatory and liability
risks.  Additional risks are present in the company's reliance on
a limited number of doctors and brands, as the top three represent
over 90% of sales.

Although long-term contracts and insurance policies limit the risk
of losing doctors in the normal course of business, PH could be
challenged to rapidly replace sales if its doctors' reputations
became damaged.  

Finally, Moody's notes with caution that PH's business is exposed
to any events (e.g., regulatory or terrorist), which would effect
mail delivery or consumer's access and attention to this form of
direct marketing.

Notwithstanding these concerns, PH's ratings are supported by its
relatively stable base of customers.  The company has a proven
track record of retaining loyal customers and consistently
increasing annual revenue per customer over time.  PH's repeat
purchasers represent around 90% of total revenue, provide the
company with a steady, higher margin revenue stream, and decrease
the company's incentive to develop potentially risky new products.  
In this regard, Moody's notes that the company attests that it has
not had any regulatory or product issues in its 13-year history.  
Customer loyalty is promoted through product affiliation with
doctors and their health newsletters.  Further, the unique product
formulations are developed in association with the doctors and
limit competitive threats to the company's business.  In addition
to its loyal customer base, steady free cash flow generation is
supported by:

   * PH's flexible, largely outsourced operational platform;

   * its negative working capital due to subscription sales;

   * its low overhead and minimal capex requirements;

   * its tax shield provided by the transaction; and

   * its disciplined breakeven customer acquisition strategy.

Additional rating support stems from the experienced management
team, which has implemented policies that have produced improving
customer retention trends in recent years.  

Lastly, the ratings recognize the Sponsors' experience in related
industries and their significant equity contribution, which
moderates leverage levels.

The stable ratings outlook reflects Moody's expectation that PH
can maintain trailing twelve-month profit levels and improve
credit metrics through steady debt repayment over the near-to-
medium term.  Growth is anticipated to come from the maturation of
its customer base in accordance with historical trends, with a
disciplined investment strategy towards pursuing new customers,
new products and new brands and doctors.  Underlying growth trends
in the industry have generally been stronger than for most
consumer products categories and are expected to continue to be
driven by increases in population age, weight issues, and health
awareness.  However, these positive factors could be offset by
declines in the company's subscription circulation and changes in
the company's historical customer repeat purchase behavior.

Although Moody's does not anticipate upward rating pressure over
the coming twelve-to-eighteen month period, PH's longer-term
success in increasing scale and diversifying revenue streams,
while concurrently reducing its financial and operating risk
profiles, could prompt consideration of higher rating levels.
Similarly, Moody's believes that downward ratings pressure is
unlikely over the coming quarters, given our performance
expectation and the following strong pro forma credit metrics:

   (1) debt-to-EBITDA around 3.9x;

   (2) EBITDA less capex to interest coverage in excess of 3.0x;
       and

   (3) double-digit free cash flow as a percentage of debt.

However, Moody's notes that given its extremely weak tangible
asset values and the potential for event risk, PH must maintain
strong credit measures relative to other consumer product
companies.  As such, Moody's could consider unfavorable rating
actions if events develop which threaten the company's stable
customer trends, materially increase product risks, or shift the
company's conservative and flexible operating and financial
strategies.  In particular, Moody's could become uncomfortable
with current rating levels if debt-to-EBITDA exceeds 4.5x, if
interest coverage slips below 2.5x or if free cash flow falls into
the mid-single digits as a percentage of funded debt.

The B1 ratings on the first lien bank credit facilities recognize
the benefits of the guarantees and to a lesser extent the proposed
collateral package and their predominant and priority position in
the capital structure.  PH Opco, its parent, and domestic
subsidiaries will guarantee the facilities, and provide perfected
first priority security interests in all of their assets and
capital stock (66% of direct foreign subsidiary stock pledged).

Moody's notes that tangible asset coverage is extremely thin,
thereby making full recovery in a distressed scenario challenging.
The effective subordination of the second lien term loan facility
relative to the much larger first lien facilities (especially
under fully drawn revolver scenarios) suggests a materially larger
expected loss in distress.  As such, the second lien facility is
rated B3, two notches below the first lien and senior implied
ratings.  The credit agreement is expected to provide customary
negative covenants, set mandatory prepayments at 75% (subject to
reductions if certain leverage targets are met), and contain
achievable financial maintenance covenants regarding maximum total
leverage, minimum interest and fixed charge coverage, and maximum
capital expenditures.  However, covenants for the second lien
facility are expected to be similar to those typically contained
in senior secured high yield bonds.  Term loan amortization is
expected to be nominal on a per annum basis, with balloon payments
in the final year.  The credit facility documentation will limit
the amount of leverage that the Sponsors can borrow should it
exercise its option to finance its $35 million purchase option
with regards to the Joint Advantage product.

PH Opco LLC, an entity established to acquire the assets of
Phillips Health LLC and Doctors Preferred, Inc., is a leading
direct marketer of branded nutritional supplements and health
education newsletters.  The company is based in Potomac, Maryland
and had net revenues for the twelve-month period ended June 2004
of approximately $166 million, net of the Joint Advantage product
that the sponsor group is not acquiring.


QUALITY DISTRIBUTION: Appoints R.J. Millstone SVP & Gen. Counsel
----------------------------------------------------------------
Quality Distribution, Inc. (Nasdaq:QLTY) reported the appointment
of Robert J. Millstone to Senior Vice President and General
Counsel, effective September 7, 2004.

Millstone will provide comprehensive legal assistance, counsel and
advice to support and align the Company's business strategies
while ensuring compliance with both external law and internal
management guidelines. As a key executive advisor, he will provide
general oversight and direction on all of the Company's legal
commitments such as litigation matters and strategies. Millstone
will report to the CEO and have independent reporting obligations
to the Board of Directors and its Committees.

"Millstone's 16 years of experience directing corporate legal
departments and counseling senior management, combined with his
experience in the chemical industry, uniquely qualify him for this
role," said CEO Tom Finkbiner. "We are very pleased to have
someone of Millstone's reputation and experience join our team."

Most recently, Millstone held the position of Senior Vice
President and General Counsel with PSC, a Houston-based industrial
outsourcing, byproduct recovery and metal recycling company. He
previously held the positions of General Counsel and Corporate
Secretary at Lyondell Chemical and ARCO Chemical companies.
Millstone earned his Bachelor of Science degree at the University
of Pennsylvania and his law degree from the University of
Michigan.

Headquartered in Tampa, Florida, Quality Distribution operates
approximately 3,500 tractors and 8,250 trailers through three
principal transportation subsidiaries: Quality Carriers,
TransPlastics, and Quebec based Levy Transport. The Company also
provides other bulk transportation services, including tank
cleaning and freight brokerage. Quality Distribution is an
American Chemistry Council Responsible Care(R) Partner and is a
core carrier for many of the Fortune 500 companies who are engaged
in chemical production and processing.

                         *     *     *

As reported in the Troubled Company Reporter on May 25, 2004,
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B+' corporate credit rating, on Quality Distribution Inc. At
the same time, Standard & Poor's assigned a recovery rating of '3'
to wholly owned subsidiary Quality Distribution LLC's $215 million
bank facility, indicating an expectation of meaningful (50% to
80%) recovery of principal in a default scenario. The bank
facility is rated 'B+'. The outlook was revised to negative from
stable.

"The outlook change reflects the potential for a deterioration in  
Quality Distribution Inc.'s credit protection measures over the  
near-to intermediate-term due to increased spending on new, though  
related, business lines, continued expansion of its traditional  
bulk tank business, and ongoing litigation issues," said Standard  
& Poor's credit analyst Kenneth L. Farer. Despite strong industry  
fundamentals, Quality Distribution reported weaker operating  
results for first-quarter 2004 compared with the same period of  
2003 due to costs associated with the company's entry into the  
juice transportation business and an investigation related to  
reinsurance issues at the company's insurance subsidiary. The  
Tampa, Florida-based bulk tank truck carrier has about  
$280 million of lease-adjusted debt.

Ratings on Quality Distribution Inc. reflect its participation in  
a low-margin, fragmented industry, combined with a weak financial  
profile. Quality Distribution is the largest bulk tank truck  
carrier in North America. Through a network of more than 160  
terminals, Quality Distribution LLC, a wholly owned subsidiary,  
primarily transports a broad range of chemical products. The  
company also transports plastics and flat glass and provides  
customers and affiliates with supplemental services such as tank  
wash and insurance. Over the past few months, the company has  
expanded its operations through the acquisition of Bulkmatic  
Transport Co.'s liquid trailer fleet and entry into the Florida  
juice transportation market. Although the company benefits from a  
strong market share in an industry with high barriers to entry,  
its customers sometimes have transportation alternatives (rail,  
barge), depending on the nature of the shipment.


QUALITY DISTRIBUTION: June 30 Balance Sheet Insolvent by $27.5MM
----------------------------------------------------------------
Quality Distribution, Inc. (Nasdaq:QLTY) reported a $7.8 million
net loss for the second quarter of 2004, compared to a $2.2
million net income for the second quarter of 2003. For the first
six months of 2004, the Company reported a $6.9 million net loss
compared to a $4.0 million net loss for the same period last year.

Results for the second quarter of 2004 include several charges
consisting of $4.1 million to remediate additional contaminated
soils recently discovered at one of the Company's properties, $7.0
million primarily for adverse development of insurance claims and
$0.8 million for legal fees relating to previously disclosed
irregularities at Power Purchasing, Inc., a non-core insurance
subsidiary. Results for the second quarter of 2004 also include
$1.2 million of operating losses related to our juice
transportation business. Results for the first six months of 2004
include additional charges already recognized in the first quarter
of $3.2 million for legal and accounting fees related to PPI and
$1.2 million of start-up costs and operating losses related to the
Company's juice business.

Revenue for the quarter ended June 30, 2004 increased
$13.8 million, or 9.6%, to $157.4 million from $143.6 million for
the second quarter of 2003. Revenue for the first six months of
2004 increased $28.0 million, or 10.0%, to $308.6 million from
$280.6 million for the same period in 2003. Strong demand from
both new and existing customers, along with the addition of new
affiliates joining our Company, were the primary drivers of our
continued strong revenue growth. Since the end of 2002, a total of
eight new affiliates have joined the Company providing
approximately $6.9 million of incremental transportation revenue
for the second quarter of 2004 and approximately $13.6 million for
the first six months of 2004. The Company continues to recruit new
affiliates into its network, and has recently added its latest
affiliate, Tiona Trucking, based in Butler, Missouri. Also
impacting revenue was fuel surcharge, which increased by
$2.6 million for the quarter and $2.9 million for the first half
of 2004 compared to the same prior year periods.

Operating loss for the quarter ended June 30, 2004 was
$2.2 million compared to operating income of $9.5 million for the
second quarter of 2003. For the first six months of 2004,
operating income was $4.0 million compared to $18.1 for the same
period last year. Operating income was negatively impacted by the
above charges for environmental, insurance and PPI legal and
accounting fees, as well as the start-up costs and operating
losses related to the Company's juice business. On the positive
side, stronger revenue and cost reductions increased operating
income by $1.5 million for the second quarter of 2004 and by
$3.5 million for the first half of 2004.

At June 30, 2004, Quality Distribution Inc.'s balance sheet showed
a $27,535,000 compared to a $20,671,000 deficit at December 31,
2003.

Interest expense was $5.4 million and $10.6 million for the
quarter and six months ended June 30, 2004 compared to
$6.3 million and $13.0 million, respectively, for the same periods
last year. These decreases resulted from the Company's initial
public offering and concurrent debt refinancing in November of
2003, which significantly reduced the Company's outstanding debt.

In separate news, the Company announced that in July 2004 it has
sold certain assets of PPI, including all outside customer
contracts and insurance contracts, and has outsourced the
servicing of all insurance-related services being provided to
owner-operators and other affiliates of the Company to an outside
insurance brokerage company. Under the outsourcing arrangement,
the Company will receive a percentage of certain commissions,
underwriting profits and other defined revenue relating to the
outsourced insurance-related services. The Company expects to
record a small gain in the third quarter related to this sale.

The Company also announced that it has entered into a definitive
agreement to sell its juice business and expects to close this
sale in the next few weeks. The Company does not anticipate
recording a loss on this sale in the third quarter of this year.

Commenting on the results and outlook, President and Chief
Executive Officer Tom Finkbiner said, "We are very pleased with
our success in growing our revenue base in the second quarter and
first half of 2004. Unfortunately, the charges we incurred in the
second quarter overshadowed an otherwise strong operating
performance. The sale and outsourcing of our PPI business and the
pending sale of our juice business will allow us to focus our
resources on our core business which has sustained a year over
year revenue growth rate of 10% over the last three quarters. We
remain optimistic that we can continue to grow our revenue base
and overcome the setbacks we have realized over the past several
quarters."

Headquartered in Tampa, Florida, Quality Distribution operates
approximately 3,500 tractors and 8,250 trailers through three
principal transportation subsidiaries: Quality Carriers,
TransPlastics, and Quebec based Levy Transport. The Company also
provides other bulk transportation services, including tank
cleaning and freight brokerage. Quality Distribution is an
American Chemistry Council Responsible Care(R) Partner and is a
core carrier for many of the Fortune 500 companies who are engaged
in chemical production and processing.


QWEST COMMS: Quest Corp. Concludes $575 Million Debt Offering
-------------------------------------------------------------
Qwest Communications International Inc.'s (NYSE:Q) Qwest
Corporation subsidiary has concluded an offering of $575 million
aggregate principal amount of debt securities.

The company will issue a $575 million 7-year note maturing on
September 1, 2011, with a coupon of 7.875%.

"We are pleased that the market continues to support Qwest's
credit," said Oren G. Shaffer, Qwest vice chairman and CFO. "We
continue to make significant progress on our objective of
improving financial flexibility and reducing interest expense. The
concurrent $750 million tender offer announced yesterday, combined
with debt redemption completed earlier this year, demonstrates our
commitment to improving the company's balance sheet."

The seven-year notes were priced at $986.75 per $1,000 principal
amount. The net proceeds of the offering will be used for general
corporate purposes, including funding or refinancing the company's
investments in telecommunication assets.

The sale of the notes is expected to close on August 19, 2004.

Goldman, Sachs & Co., Lehman Brothers and Deutsche Bank Securities
were joint book-runners for the offering, which was made in a
private placement transaction pursuant to Rule 144A under the
Securities Act of 1933, as amended. The notes have not been
registered under the Securities Act of 1933, as amended, or the
securities laws of any other jurisdiction and may not be offered
or sold in the United States absent registration or an applicable
exemption from registration requirements.

                         About Qwest

Qwest Communications International Inc. (NYSE:Q) is a leading
provider of voice, video and data services. With more than 40,000
employees, Qwest is committed to the "Spirit of Service" and
providing world-class services that exceed customers' expectations
for quality, value and reliability.  For more information, visit
the Qwest Web site at http://www.qwest.com/

Qwest's June 30, 2004, balance sheet shows a stockholders' deficit
totaling $1,909,000,000 -- swelling 53% from the $1,251,000,000
shareholder deficit reported at March 31, 2004.


RCN CORP: Court Okays Committee's Bid to Tap Capital & Technology
-----------------------------------------------------------------
Pursuant to Sections 328(a) and 1103(a) of the Bankruptcy Code and
Rules 2014 and 2016 of the Federal Rules of Bankruptcy Procedure,
the Official Committee of Unsecured Creditors in RCN Corporation's
chapter 11 proceedings sought and obtained the permission of the
United States Bankruptcy Court for the Southern District of New
York of to retain Capital & Technology Advisors, LLC, as industry
and technology advisor, effective June 14, 2004.

The Committee selected C&TA due to its extensive experience in
operations and technology, and its familiarity with and experience
in Chapter 11 cases and representation of creditors.

The Debtors will indemnify Capital & Technology Advisors, LLC,
based on these conditions:

   (a) All of C&TA's requests for payment of indemnity,
       contribution or otherwise will be made by means of an
       interim or final application and will be subject to Court
       review to ensure that the payment of indemnity conforms
       to the terms agreed to by the parties and is reasonable
       based on the circumstances of the litigation, or
       settlement in respect of which the indemnity is sought.
       However, in no event will C&TA be indemnified in the
       case of its own bad-faith, self-dealing, breach of
       fiduciary duty, gross negligence or willful misconduct;

   (b) In no event will C&TA be indemnified if the Debtors or a
       representative of the Debtors' estates, asserts a claim
       for, and a court determines by final order that the claim
       arose out of, C&TA's own bad-faith, self-dealing, breach
       of fiduciary duty, gross negligence or willful misconduct;
       and

   (c) In the event that C&TA seeks reimbursement for attorney's
       fees from the Debtors pursuant to the indemnification, the
       invoices and supporting time records from the attorneys
       will be included in C&TA's own applications, and the
       invoices and time records will be subject to the U.S.
       Trustee's guidelines for compensation and reimbursement of
       expenses and the approval of the Court under the standards
       of Sections 330 and 331 of the Bankruptcy Code, without
       regard to whether the attorneys' services satisfy
       Section 330(a)(3)(C).

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)


SHOWCASE AUTO: Gets Approval to Use Lenders' Cash Collateral
------------------------------------------------------------
L.L.-G.L. Enterprises, Inc., doing business as Showcase Auto
Plaza, sought and obtained approval from the U.S. Bankruptcy Court
for the Eastern District of California, Modesto Division, to use
Ford Motor Credit's Cash Collateral though September 23, 2004.  

When Showcase Auto Plaza filed for bankruptcy protection, it owed
Ford Credit $9,064,126 under the Flooring Line and $350,000 under
a Cap Loan.  The Debtor reports that Ford Credit's claim is fully
secured by the going concern value of its business and the value
of its assets.  The Cap Loan is secured by a blanket lien on all
assets of Showcase and is guaranteed by the Debtor's principals,
Leonard and Grace Lovalvo.  The Debtor's hard assets are valued at
up to $10,610,000, the Debtor tells the Court.

The Debtor obtained authority from the Bankruptcy Court to
continue using case collateral securing repayment of Ford's debt,
within a 5% variance of this Weekly Budget:

                             6-Aug     13-Aug     20-Aug
                             -----     ------     ------     
    Cash Inflows            598,169    734,583    596,141
    Cash Outflows           640,251    673,212    606,242
    Total Net Cash Flow     (42,072)    41,551    (25,623)
    Ending Cash             190,427    232,288    206,664

                             27-Aug      3-Sep     10-Sep
                             ------      -----     ------
    Cash Inflows            591,641    591,641    734,631
    Cash Outflows           592,445    570,844    614,259
    Total Net Cash Flow      (3,454)    19,533    105,767
    Ending Cash             203,210    222,743    328,510

                             17-Sep
                             ------
    Cash Inflows            602,641
    Cash Outflows            11,700
    Total Net Cash Flow      75,178
    Ending Cash             403,689

In order to provide adequate protection to Ford Credit for the
Debtor's use of its Cash Collateral, Ford Credit is granted
replacement liens and the right to receive payment as certain
collateral is sold.  Ford Credit is also granted a postpetition
security interest replacement lien, subject to prior non-avoidable
liens on all of the Debtor's assets, in the same scope, validity
and priority as the prepetition lien.

Headquartered in Modesto, California, Showcase Auto --
http://www.showcaseautoplaza.com/-- sells automobiles and  
provides auto service and repair.  The Company filed for chapter
11 protection on July 15, 2004 (Bankr. E.D. Calif. Case No.
04-92709).  Donald W. Fitzgerald, Esq., at Felderstein Fitzgerald
Willoughby, represents the Debtor in its restructuring efforts.  
When the Debtor filed for protection from its creditors, it listed
assets and debts of more than $10 million.


SOLAR INVESTMENT: Fitch Affirms B- Rating on $22M Sub. Notes
------------------------------------------------------------
Fitch Ratings affirms six classes of notes issued by Solar
Investment Grade CBO II, Limited.  These rating actions are
effective immediately:

   -- $326,500,000 class I senior secured floating rate notes
      affirmed at 'AAA';

   -- $19,000,000 class II-A senior secured floating rate notes
      affirmed at 'AA';

   -- $13,000,000 class II-B senior secured fixed rate notes
      affirmed at 'AA';

   -- $7,000,000 class III-A mezzanine secured floating rate notes
      affirmed at 'BBB-';

   -- $20,000,000 class III-B mezzanine secured fixed rate notes
      affirmed at 'BBB-';

   -- $22,000,000 subordinated notes affirmed at 'B-'.

The ratings of the class I, class II-A, and class II-B notes
address the likelihood that investors will receive:

   * full and timely payments of interest, as per the governing
     documents; and  

   * the aggregate outstanding amount of principal by the stated
     maturity date.

The ratings of the class III-A and class III-B address the
likelihood that investors will receive:

   * ultimate interest payments as per the governing documents;
     and

   * the aggregate outstanding amount of principal by the stated
     maturity date.

The rating of the subordinated notes addresses the likelihood that
investors will receive the aggregate outstanding amount of
principal only by the stated maturity date.

Solar CBO II is a collateralized debt obligation -- CDO -- managed
by Sun Capital Advisers, Inc, which closed July 26, 2001. Solar
CBO II is composed of approximately 97% corporate bonds and 3% ABS
securities.  Included in this review, Fitch Ratings discussed the
current state of the portfolio with the asset manager and their
portfolio management strategy going forward.

Since the last rating action that took place in June 2003, the
collateral has experienced some migration in the Fitch weighted
average factor from 23 ('BBB-'/'BB+') to 26 ('BBB-'/'BB+').  

The senior notes overcollateralization ratio increased from
110.61% on July 3, 2003 to 111.53% as of the trustee report dated
June 25, 2004 versus a test level of 104.1%.  

The mezzanine notes overcollateralization ratio increased from
102.86% to 103.72% versus a test level of 100.8%.  

The senior interest coverage test increased from 124.4% to 125.7%
versus a level of 102.5%.  

The class III interest coverage test increased from 114.4% to
115.6%, versus a test level of 100.0%.  

Defaulted assets accounted for 2.28% of the $407.7 million of the
total collateral and eligible investments.

Fitch conducted cash flow modeling utilizing various default
timing and interest rate scenarios to measure the breakeven
default rates going forward relative to the minimum cumulative
default rates required for the rated liabilities.  As a result of
this analysis, Fitch has determined that the current ratings
assigned to the notes still reflect the current risk to
noteholders.


SOLAR INVESTMENT: Fitch Downgrades Class III-A and B Notes to B+
----------------------------------------------------------------
Fitch Ratings affirms four tranches and downgrades two tranches of
notes issued by Solar Investment Grade CBO I, Ltd.  These rating
actions are effective immediately:

   -- $314,658,265 class I-A senior notes affirmed at 'AAA';

   -- $23,694,146 class I-B senior notes affirmed at 'AAA';

   -- $25,000,000 class II-A senior notes affirmed at 'AA';

   -- $22,000,000 class II-B senior notes affirmed at 'AA';

   -- $28,250,000 class III-A mezzanine notes downgraded to 'B+'
      from 'BB';

   -- $10,000,000 class III-B mezzanine notes downgraded to 'B+'
      from 'BB'.

The ratings of the class I-A, class I-B, class II-A, class II-B,
class III-A and class III-B notes address the likelihood that
investors will receive:

   * full and timely payments of interest, as per the governing
     documents; and

   * the aggregate outstanding amount of principal by the stated
     maturity date.

Solar I is a collateralized debt obligation -- CDO -- managed by
Sun Capital Advisers, Inc., which closed August 31, 2000.  Solar I
is composed 100% of corporate bonds.  Included in this review,
Fitch Ratings discussed the current state of the portfolio with
the asset manager and their portfolio management strategy going
forward.

Since the last rating action, the collateral experienced some
migration in the Fitch weighted average rating factor.  The
weighted average rating factor increased from 21 ('BBB-'/'BB+') on
March 31, 2003 to 25 ('BBB-'/'BB+') as of the June 30, 2004
trustee report versus a test level of 20.  

The class I/II overcollateralization ratio increased from 110.97%
to 111.83% versus a test level of 109.30%.

The class III overcollateralization ratio increased from 101.30%
to 101.73% versus a test level of 103.2%.

The senior interest coverage test increased from 109.37% to
111.99% versus a test level of 102.50%.

The class III interest coverage test increased from 102.10% to
104.70% versus a test level of 100.00%.

Defaulted assets, representing two defaulted securities, accounted
for 1.01% of the $434.9 million of total collateral and eligible
investments.

Fitch conducted cash flow modeling utilizing various default
timing and interest rate scenarios to measure the breakeven
default rates going forward relative to the minimum cumulative
default rates required for the rated liabilities.  As a result of
this analysis, Fitch determined that the effects of portfolio
migration outweighed the slight benefits of increased
overcollateralization and interest coverage to the extent that the
current ratings assigned to the class III notes no longer reflect
the current risk to noteholders.


SOLUTIA INC: Asks Court to Approve Joint Prosecution/Defense Pact
-----------------------------------------------------------------
Solutia, Inc., Monsanto Company and Pharmacia Corporation have
historically cooperated with each other in the prosecution and
defense of these environmental matters:

    (1) United States v. Pharmacia Corporation, No. 99-63-GPM
        (S.D.Ill.);

    (2) Pharmacia Corporation. v. Clayton Chemical Acquisition,
        LLC, No. 02-CV-428-MJR (S.D.Ill.);

    (3) Solutia, Inc., v. McWane, Inc., No. CV-03-PWG-1345-E (N.D.
        Ala.); and

    (4) Allocation pursuant to a certain "Area 2 Sites Revised and
        Amended RI/FS Participation Agreement."

The cooperation included the sharing of privileged material in
furtherance of the Companies' joint defense or joint prosecution
of the Environmental Matters.

M. Natasha Labovitz, Esq., at Gibson, Dunn & Crutcher, LLP, in
New York, relates that Husch & Eppenberger, LLC, has represented
or is currently representing one or more of the Companies in the
Environmental Matters.  Husch also represented the Companies in
various other legal matters.

              The Joint Prosecution/Defense Agreement

Because the Environmental Matters present legal and factual issues
common to the Companies, Solutia, Monsanto and Pharmacia want to
continue cooperating in the prosecution and defense of the
Environmental Matters.  The Companies want to share confidential
information concerning the Environmental Matters while maintaining
the privileged and confidential nature of the shared information
with respect to third parties.  Ms. Labovitz asserts that the
contemplated cooperation will reduce Solutia's total legal costs
associated with the prosecution and defense of the Environmental
Matters because the Companies will be able to avoid duplicative
work.

On July 9, 2004, Solutia, Pharmacia, Monsanto and Husch
memorialized their agreement with respect to cooperating in the
joint prosecution or joint defense of the Environmental Matters by
entering into a Joint Prosecution/Defense Agreement.

The Debtors ask the U.S. Bankruptcy Court for the Southern
District of New York to approve the Joint Prosecution/Defense
Agreement.

                            Settlements

Ms. Labovitz relates that the Companies share the ultimate goal of
reaching successful settlement of the Environmental Matters.  
Thus, pursuant to the Joint Prosecution/Defense Agreement, the
Companies agree that, with respect to all Environmental Matters to
which more than one Company is a party, the Companies will meet
to:

    (i) develop a strategy regarding settlements in the
        Environmental Matters; and

   (ii) jointly select a settlement liaison counsel who will
        implement the agreed settlement strategy after obtaining
        the consent of all the Companies' counsel.

Ms. Labovitz clarifies that the Joint Prosecution/Defense
Agreement will not force Solutia to follow a particular settlement
strategy.  If any Company becomes dissatisfied with the settlement
procedures or their implementation, and the Companies are unable
to resolve the dispute after meeting and conferring in good faith,
then each Company will be free to pursue settlement discussions on
its own behalf without consultation with the other Companies.

The successful settlement or joint prosecution of the
Environmental Matters has the potential to bring a monetary
recovery to Solutia's estate.  Any proceeds recovered from the
Environmental Matters will be deposited in an interest bearing
escrow or trust account.  The proceeds will ultimately be
distributed pursuant to written allocation agreement among the
Companies, if any, or otherwise after the final determination by a
court of competent jurisdiction as to the distribution of the
proceeds among the Companies.

                 Legal Representation and Expenses

In connection with the Joint Prosecution/Defense Agreement,
Solutia will retain new counsel in the Environmental Matters,
which will be substituted for Husch.  Solutia agrees that Husch
may continue to represent Monsanto and Pharmacia in the
Environmental Matters.  Husch will provide copies of the joint
Solutia and Pharmacia files to Solutia's new counsel, and
cooperate in effecting a smooth transition in Solutia's
representation.

Mr. Labovitz discloses that Solutia will not be responsible for
paying any legal fees of Monsanto or Pharmacia.  Each Company will
bear its own attorney and other legal fees and, to the extent a
Company wishes to rely on another Company's expert witness, each
Company will bear its proportional cost of the experts' fees.

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


STILLWATER MINING: S&P Affirms $180MM Credit Facility's BB Rating
-----------------------------------------------------------------
Standard & Poor's Rating Services affirmed its 'BB' rating and '1'
recovery rating on Stillwater Mining Co.'s $180 million credit
facility and removed them from CreditWatch, where they were placed
with negative implications on May 14, 2004.  In addition, Standard
& Poor's affirmed all its other ratings on the company.

The rating action follows Standard & Poor's review of the
facility's prepayment terms pertaining to proceeds from the sale
of palladium received as payment from Russia-based MMC Norilsk
Nickel for acquiring ownership of Stillwater.

"With 25% of palladium proceeds to be applied as prepayments to
the credit facility, there will be no impact on the bank loan's
rating or recovery rating," said Standard & Poor's credit analyst
Dominick D'Ascoli.

The ratings on Stillwater reflect its very limited operating
diversity, high cost profile, and volatile metal prices. Partially
offsetting these negative credit factors are favorable supply
contracts and moderate financial leverage.

Stillwater is a small U.S. producer of palladium and platinum,
accounting for 7% and 2% of 2003 worldwide supply, respectively.  
In addition, the company recycles platinum group metals from spent
auto catalysts, which accounted for less than 20% of revenues for
the first six months of 2004.  The company is owned 56% by Norilsk
Nickel.


SURFSIDE RESORT: Creditors Meeting Rescheduled to Tomorrow
----------------------------------------------------------
The United States Trustee for Region 21 rescheduled Surfside
Resort and Suites, Inc.'s Section 341(a) Creditors' Meeting to
tomorrow, Tuesday, August 17, 2004, at 2:30 p.m., in Suite 1-200
at 300 North Hogan Street in Jacksonville, Florida.  

The U.S. Trustee might need to reschedule the meeting again in the
wake of Hurricane Charlie.  The Tampa and Orlando Division courts
were closed on August 13, 2004, and the Clerk was considering
closing the Jacksonville Division.  Many businesses and offices in
Jacksonville closed early Friday.  Contact the U.S. Trustee's
office in Orlando at (407) 648-6301 to confirm the time, date and
place for this meeting.   

The creditors' meeting was rescheduled at the Debtor's request and
in anticipation of having the case dismissed.  This is the first
meeting of creditors required under 11 U.S.C. Sec. 341(a) in all
bankruptcy cases.

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

Headquartered in Ormond Beach, Florida, Surfside Resort and
Suites, Inc., operates vacation resort, restaurant and lounge.  
The Company filed for chapter 11 protection on June 9, 2004
(Bankr. M.D. Fla. Case No. 04-05948).  Walter J. Snell, Esq., at
Snell & Snell P.A., represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $19,598,145 in total assets and $9,289,843 in
total debts.


TANGO INC: Initiates New Program to Address International Demand
----------------------------------------------------------------
The management of Tango Incorporated (OTCBB:TNGO) has approved
plans to expand Tango's discussion with interested parties located
outside the United States.  Tango has been approached by
interested parties internationally.  Effective immediately, Tango
is initiating an International Representative Program that would
allow for its products and services to be sold internationally.

"Our core belief is that people always want quality and innovation
in their apparel. Tango has developed a unique quality in our
printing, and this is being demonstrated by the demand being
created. Our expansion into the international markets could expand
our sales in 2005 by an additional $2 million for the calendar
year 2005. In addition, an international presence allows for
unique corporate opportunities which we are already exploring,"
said Sameer Hirji, CEO of Tango Incorporated.

                           About Tango

Tango Incorporated is a leading garment manufacturing and
distribution company, with a goal of becoming a dominant leader in
the industry. Tango pursues opportunities, both domestically and
internationally. Tango provides major branded apparel the ability
to produce the highest quality merchandise, while protecting the
integrity of their brand. Tango serves as a trusted ally,
providing them with quality production and on-time delivery, with
maximum efficiency and reliability. Tango becomes a business
partner by providing economic solutions for development of their
brand. Tango provides a work environment that is rewarding to its
employees and at the same time has an aggressive plan for growth.
Tango is currently producing for many major brands, including
Nike, Nike Jordan and RocaWear.

                         *     *     *

                     Auditors Express Doubt

In its Form 10-QSB for the quarterly period ended April 30, 2004,
filed with the Securities and Exchange Commission, Tango
Incorporated reports:

"As of April 31, 2003 and 2004, our auditors indicated in their
audit report that our net loss and working capital deficit raised
substantial doubt that we would be able to continue as a going
concern."


THE GREAT ATLANTIC: High Cash Burn Rate Prompts Moody's Downgrades
------------------------------------------------------------------
Moody's Investors Service downgraded all ratings of The Great
Atlantic & Pacific Tea Company, Inc -- A&P, including the bank
loan to B2 from Ba3, the three senior note issues to Caa1 from B3,
and the Speculative Grade Liquidity Rating to SGL-3 from SGL-2.

The downgrade is prompted by A&P's high cash burn rate and the
demonstrated inability to tangibly improve weak operations.  
Benefiting the ratings are Moody's opinion that cash balances
largely will finance free cash flow deficits over the next four
quarters and A&P's important positions in its core markets around
New York City and Toronto.  The rating outlook continues to be
negative.

The following ratings were downgraded:

   -- $400 million revolving credit facility to B2 from Ba3;

   -- $220 million of 7.75% senior notes (2007) to Caa1 from B3;

   -- $217 million of 9.125% senior notes (2011) to Caa1 from B3;

   -- $200 million of 9.375% senior notes (2039) to Caa1 from B3;

   -- Senior unsecured shelf to (P)Caa1 from (P)B3;

   -- Subordinated shelf to (P)Caa2 from (P)Caa1;

   -- Junior subordinated shelf to (P)Caa2 from (P)Caa1;

   -- Preferred stock shelf to (P)Caa3 from (P)Caa2;
   
   -- Preferred trust securities issued by A&P Finance I, A&P
      Finance II, and A&P Finance III to (P)Caa2 from (P)Caa1;

   -- Speculative Grade Liquidity rating to SGL-3 from SGL-2;

   -- Senior implied rating to B3 from B2; and the

   -- Long-term issuer rating to Caa1 from B3.

The fundamental ratings consider Moody's opinion that A&P will
experience substantial free cash flow deficits over the medium-
term, the limited availability of alternate liquidity given the
previous monetization of most owned assets, and the unknown
outcome of the strategy to turn around operating performance by
updating the store base.  These factors adversely impact Moody's
opinion of the challenges facing A&P:

   (1) The high degree of financial leverage;

   (2) the weak return on assets (which causes Moody's to conclude
       that further asset rationalization will prove necessary);
       and

   (3) the uncertainty regarding the company's true economic
       performance because of continual one-time charges.  

However, the sizable cash balances and revolving credit facility
availability, A&P's important positions in its key markets around
the New York City and Toronto metropolitan areas, and the lack of
pending debt maturities support the fundamental ratings.  The
relatively high gross margins (resulting from high perimeter
department sales) and incremental progress in working capital
efficiency also benefit the company.

The significant cash balance and the availability of a significant
portion of the revolving credit facility support the company's
adequate short-term liquidity position.  Adversely impacting the
SGL rating are the limited availability of alternate liquidity
given that the most easily monetizable assets (Accounts
Receivable, Inventory, and Pharmacy Prescription Files) already
collateralize the bank loan and Moody's expectation that the
company will experience a substantial free cash flow deficit over
the next four quarters.

As of June 19, 2004, the company had about $279 million of
balance sheet cash but Moody's notes that the company utilized
about $134 million for operating purposes and franchisee cash of
$24 million was consolidated with A&P's financial statements per
FIN 46-R.

The negative outlook considers the possibility that ratings may
decline if:

   (1) the company cannot reduce its cash burn rate through
       improving operations;

   (2) working capital becomes a material use of cash; or

   (3) the operating regions outside of the New York City and
       Toronto metropolitan areas remain unprofitable.

The company has indicated that it would consider selling any asset
except for the two profitable divisions around New York City and
southern Ontario, but Moody's does not regard potential
divestiture of operating divisions as a reliable liquidity source.  
Progress up the rating scale is unlikely unless operating cash
flow covers debt service and a normalized level of capital
investment and store-level performance approaches industry
operating norms.

The B2 rating on the secured revolving credit facility
($330 million available to The Great Atlantic and Tea Company,
Inc. and $70 million available to The Great Atlantic & Pacific
Company of Canada) considers that this debt enjoys guarantees from
the company's operating subsidiaries and is well secured by a
borrowing base comprised of inventory, liquid accounts receivable,
and prescription files.  Certain assets remain unpledged such as
real estate in about 38 locations.  

As of June 19, 2004, the fixed charge coverage ratio (as defined
by the bank agreement) fell below the minimum level of 1.00:1 that
would have been tested if less than $50 million of availability
remained on the revolving credit facility.  Moody's estimates that
the company had about $173 million of revolving credit
availability after $128 million in Letter of Credit utilization,
$49 million in borrowing base limitations, and $50 million of
fixed charge coverage reduction.

The Caa1 rating on the unsecured notes considers that these three
issues are issued at the holding company level and do not receive
guarantees from the operating subsidiaries.  These unsecured notes
are effectively subordinate to significant operating company
obligations including the $400 million bank facility and
$478 million of trade accounts payable.

Moody's anticipates that the company will generate EBITDA of
around $200 million over the next twelve months.  Expected cash
outflows include about $90 million of cash interest expense (pro-
forma for treating capital costs of the recent sale & leaseback
transaction as interest expense instead of rent expense) and
capital investment of about $260 million.  Given Moody's
expectation that sales will not grow, we believe that permanent
working capital investment will be minimal.  For the twelve months
ending June 19, 2004 (assumes the $60.1 million impairment charge
to write-down the long-lived assets and goodwill at Farmer Jack's
is added back), lease adjusted leverage was 6.6 times, fixed
charge coverage (as defined by Moody's) was 0.1 times, and return
on assets was slightly negative.  Operating performance with one-
time charges added back has declined over the past several years
in spite of previous efforts to divest non-core assets and exit
underperforming stores.  EBITDA margin for the 12 months ending
June 2004 equaled 1.8% compared to 2.5% and 4.2% in the Fiscal
Years ending Feb. 2003 and Feb. 2002, respectively.  

In Moody's opinion, A&P must significantly invest in store
remodels to remain a viable franchise because of the
underinvestment during the past three years (as evidenced by
depreciation substantially exceeding capital expenditures) and the
low return on assets.

The Great Atlantic & Pacific Tea Company, Inc., headquartered in
Montvale, New Jersey, operates 628 and franchises 66 supermarkets
in 10 states, the District of Columbia, and Ontario.  Revenue for
the twelve months ending June 2004 was $10.9 billion.  Affiliates
of the German supermarket operator Tengelmann own 58% of A&P.


TOUCHSTONE RESOURCES: Completes New $6 Million Equity Financing
---------------------------------------------------------------
Touchstone Resources USA, Inc. (OTCBB:TSNU) has completed an
additional $6,000,000 of equity financing -- $3,000,000 of
additional equity to complete its private placement financing
which increases the total amount raised to $13,000,000 and
$3,000,000 of additional equity invested into Knox Gas LLC, to
finance the Knox Mississippi Project.

Stephen P. Harrington, the Company's President said, "This
additional equity will help us continue to fund our exploration
and development activities. We are enjoying significant success in
the Company's exploration and drilling activities and are anxious
to provide an update on all of our projects, which we expect to
announce shortly."

                       About the Company

Touchstone Resources Ltd. is engaged in the business of acquiring
interests in petroleum and natural gas rights, and the exploration
for and development, production and sale of, petroleum and natural
gas in the United States.

                         *     *     *

As reported in the Troubled Company Reporter on June 7, 2004, on
April 8, 2004, Stonefield Josephson, Inc. resigned as Touchstone
Resources USA, Inc.'s independent accountant.

Stonefield Josephson's reports regarding the Company's financial
statements for the fiscal year ended December 31, 2002, were
modified to express substantial doubt about the Company's
ability to continue as a going concern.  

On April 19, 2004, the Board of Directors engaged L J Soldinger
Associates, LLC, as the Company's independent accountant.


TOYS 'R' US': Fitch Puts Senior Debt BB Ratings on Watch Negative
-----------------------------------------------------------------
Fitch Ratings has placed the 'BB' rating of Toys 'R' Us' senior
notes on Rating Watch Negative following the company's
announcement regarding the strategic review of its business, as
well as ongoing weakness in its U.S. toy operation.  Approximately
$2.3 billion of debt is affected by the action.

TOY has indicated that it is now planning to separate its global
Toys 'R' Us business from its Babies 'R' Us business, possibly
through a sale or spin-off of the Babies 'R' Us business, or a
sale of the global toy business.  TOY is also reviewing its other
assets and real estate, and Fitch believes the company may
announce store closings after the holiday selling season.  The
capitalization of the ongoing operation and the use of proceeds
from possible asset sales are uncertain, although Fitch notes that
TOY's stated objective is to enhance shareholder value while also
preserving capital market access.

In addition, TOY announced that it is going to substantially
restructure its U.S. toy business to reduce its operating expenses
by $125 million annually.  TOY also plans to cut capital spending
to half the level of depreciation.  These efforts will enable TOY
to harvest increased cash flow from the toy business, though
potentially at the expense of a reduced competitive position over
the long term.  TOY also plans to take a sizable $150 million
writedown of its U.S. toy inventories during the second quarter,
which will facilitate the liquidation of selected inventories.  In
Fitch's opinion, while these actions will enhance the efficiency
of TOY's operations, they also reflect underlying weakness in the
company's business.

TOY has not been able to gain sales traction in its U.S. toy
stores despite completing a major remodeling program in 2002 and
adding exclusive merchandise to its offerings.  The U.S. toy
segment's comparable store sales were down 5.6% in the first
quarter of 2004, following three consecutive years of negative
comparable store sales.  Slow sales reflect competition from the
discounters as well as a drop in video game sales and a lack of
hot toys to drive store traffic.

Despite its weak operations, TOY's liquidity is solid, as it had
cash of $1.1 billion as of May 1, 2004, which substantially covers
its seasonal borrowing needs.  TOY should be free cash flow
positive in 2004, and cash levels will be further enhanced by the
closure and liquidation of the Kids 'R' Us stores.  In the twelve
months ended May 1, 2004, adjusted debt/EBITDAR, was 4.3 times (x)
and EBITDAR/interest plus rents was 2.4x.


TRANSWESTERN PUBLISHING: S&P Lowers Corporate Credit Rating to B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
telephone directory publisher TransWestern Publishing Co., LLC,
including its corporate credit rating to 'B+' from 'BB-'.

In addition, Standard & Poor's affirmed its '4' and '5' recovery
ratings on TransWestern's first and second lien debt,
respectively.  The outlook is negative.

At the same time, Standard & Poor's assigned its 'B+' rating and
'4' recovery rating to the company's planned $100 million senior
secured tranche B term loan facility due February 2011, indicating
a marginal recovery (25%-50%) of principal in the event of a
default.  Standard & Poor's also assigned its 'B-' rating and '5'
recovery rating to the company's planned $50 million senior second
priority secured term loan facility due February 2012, indicating
that the second priority debt holders can expect negligible
recovery (0%-25%) of principal in the event of a default.

The two new debt issues will be added to the company's existing
term loan facilities.  Proceeds will be used to pay a $147 million
dividend to TransWestern's equity holders.  The San Diego,
California-headquartered company will have roughly $730 million of
debt outstanding following the transaction.

"The lower ratings reflect the planned debt-financed dividend,
which will result in a meaningful deterioration in TransWestern's
overall financial profile," said Standard & Poor's credit analyst
Donald Wong.  "The company's financial position was already weak
for the former rating, attributable to the February 2004 debt-
financed dividend of about $205 million."

The company no longer publicly discloses its financial statements.
Pro forma for the planned $150 million in new debt, TransWestern's
financial profile is not indicative of the 'B+' corporate credit
rating.  However, it could get there in the intermediate term
assuming the company uses most, if not all, of its free operating
cash flow for debt reduction.  Financial measures would also
benefit from TransWestern's improving EBITDA levels.


UAL CORP: Unions Argue New DIP Financing Terms are Illegal
----------------------------------------------------------
The Association of Flight Attendants-CWA, AFL-CIO objected to
United Airlines' request to approve new debtor-in-possession
financing on terms, which prohibit the airline from making pension
plan contributions, as is required by both statute and the union's
collective bargaining agreement.

"United Airlines' management is making decisions that are simply
reckless," said Greg Davidowitch, United Airlines Flight Attendant
Master Executive Council President. "They negotiated new DIP
financing on terms that purportedly require the company to
withhold employee pension plan payments that are mandatory under
the law and under our contract. Choosing financing that threatens
the future security of front-line employees reflects baseless
business sense. We will challenge any actions that distract from
the extraordinary efforts Flight Attendants are making to see our
airline succeed."

AFA separately objected the current United management's request
seeking a fifth extension of the exclusivity period in which to
file a plan of reorganization with the bankruptcy court.  AFA
contends that an extension is unwarranted due to the unlawful
refusal by current management to make mandatory pension
contributions, failure to make good faith progress toward
reorganization, the gross misjudgment on how the ATSB would treat
its application and failure to develop a contingency plan in the
event of an ATSB denial.

"Throughout four previously extended periods of exclusivity, this
senior management group has wasted precious tools afforded them
through massive employee concessions and industry-leading service
records produced by front- line employees who bring the passengers
back," stated Mr. Davidowitch. "United Flight Attendants deserve
better than that. Flight Attendants and other creditors must be
provided the opportunity to explore plans other than those that
have consistently failed under the direction of current
management."

More than 46,000 Flight Attendants, including the 21,000 Flight
Attendants at United, join together to form AFA, the world's
largest Flight Attendant union. AFA is part of the 700,000 member
strong Communications Workers of America, AFL-CIO. Visit us at
http://www.unitedafa.org/

               IAM Wants DIP Financing Amendment Denied

The International Association of Machinists and Aerospace Workers
also objected to the Chicago, Illinois bankruptcy court United
Airlines' move to amend its Debtor in Possession (DIP) financing.
A hearing is scheduled for August 20, 2004.

"The financing agreement should be denied because it is predicated
on United halting its funding of employee pension plans, which the
Pension Benefit Guaranty Corporation has said is inconsistent with
federal law," said Robert Roach, Jr., IAM General Vice President
of Transportation. "United should include the IAM and its members
in a search for other financing options. Thus far, we have been
shut out of that process."

The IAM's opposition is available at http://transportation.goiam.org/
IAM District 141 represents 27,000 active United Airline Employees
in the Ramp & Stores, Public Contact, Food Service, Security,
Fleet Technical Instructor, Emergency Procedure Instructor and
Maintenance Instructor classifications.

                   Amended DIP Financing Pact

As previously reported in the Troubled Company Reporter on
July 27, 2004, UAL successfully negotiated an agreement to amend  
its debtor-in-possession (DIP) financing credit facilities with  
its current lenders, including JPMorganChase, Citigroup, CIT, and  
a new lender, GE Capital, providing an additional $500 million in  
available funds, delivering the liquidity necessary to complete  
UAL's successful restructuring.  
  
The amended DIP agreement contains financial covenants that do
not permit the company to make any payments inconsistent with its   
current financial projections, effectively prohibiting further   
pension contributions before exit, unless the lenders otherwise   
consent based on a modified business plan.  As a result, the   
company does not expect to make any pension contributions before   
exit because such payments would diminish the company's liquidity   
and reduce flexibility, thus impairing the company's ability to   
attract exit financing. In and of itself, this decision does not   
affect the benefits currently being paid under these plans.  
  
By amending the DIP and not making these pension contributions,   
the company believes it will have adequate funding until its exit   
from bankruptcy. These actions will enhance UAL's flexibility   
while it continues to restructure in a challenging and uncertain   
marketplace.  
  
In the absence of a federal loan guarantee, United's long-term   
business plan must have cash flow and liquidity levels that the   
capital markets are willing to finance. Because existing pension   
plan contributions will remain a huge financial burden after
exit, it is incumbent on United to study all possible options and
to determine whether United can sustain this burden and still
attract exit financing. At present, no decisions have been made
and much work and analysis needs to be completed. United is
beginning to discuss this situation with its unions and other
stakeholders.

           ALPA President Issues Ambitious Flight Plan
                   for Airline Industry Growth

Capt. Duane E. Woerth, president of the Air Line Pilots
Association, International (ALPA), responded to the reports that
United Airlines may terminate its pilots' pensions. Capt. Woerth
cited that airline managements "should focus on addressing the
serious challenges facing the industry, including weak business
plans, oil prices, health care costs, federal security taxes,
pension funding, and Air Transportation Stabilization Board (ATSB)
loan guarantees."  He further contended:

"The management at United Airlines and other carriers suffer from
a lack of imagination in addressing economic challenges and have
utterly failed to take advantage of the savings they have already
received from pilots and other employees. The first order of
business must be for airline companies to create an effective
strategy that uses these employee investments to make companies
more viable.

"There is no question that the airline industry is enduring
unprecedented financial stress. Airlines are bearing the brunt of
costs for mandated security upgrades, suffering from skyrocketing
fuel prices, and covering exploding health care costs for
employees. Nonetheless, they must set about developing a strategy
that truly addresses these manifold pressures and looks beyond the
knee-jerk reaction of demanding that pilots give even more than
they already have.

"Moreover, the problems facing the airline industry require more
than a series of 'Band-Aid' fixes. Congress and the Administration
must follow up previous commitments with long-term solutions to
help the industry recover and prosper.

"The most obvious example is the commitment that the
Administration made prior to the terrorist attacks on 9/11 to
modernize the national airspace system. This funding would have
reduced congestion and delays, and enabled airlines to grow.
Instead, after 9/11, key initiatives were put on hold or
cancelled. Now, once again, our airlines are prisoners of an
outmoded and saturated system -- unable to take advantage of
growing customer demand. This situation is particularly acute at
O'Hare, a key hub for United.

"Furthermore, the ATSB's decision not to grant the loan guarantee
to United Airlines was a political and economic failure.
Ironically, the ATSB denied United's request in the name of
protecting taxpayers, ignoring the will of Congress. Yet if the
company terminates its employee pensions, taxpayers may be forced
to pay many more times the amount of those guarantees in real
money.

"Congress must develop a national energy policy to stabilize and
lower the price of fuel for the airline industry and for the rest
of the economy. It must also provide a comprehensive health care
plan for Americans that enables airlines to keep its employees
healthy at reasonable costs.

"Additionally, Congress must preserve foreign ownership limits and
cabotage protections, vital to the ability of U.S. carriers to
compete and provide vital strategic lift capacity to the military.
Congress should also provide tax relief to the airline industry,
which has borne much of the cost of federally-mandated security
enhancements and has already contributed $2 billion to national
security efforts.

"Lastly, Congress must follow the stop-gap pension legislation
passed this year with a permanent fix to the crushing deficit
reduction contribution rules for defined benefit pension plans.
Failure to do so will mean this government is turning its back on
millions of Americans and their families.

"In order to help keep the airline industry strong and safeguard
its enormous contribution to the economy and security of this
nation, we need to take a clear look at the real problems and
identify creative solutions. Squeezing pilots for additional
concessions when they've already given so much is not the answer."

Founded in 1931, ALPA is the world's largest pilot union,
representing 64,000 pilots at 42 airlines in the United States and
Canada. Visit the ALPA website at http://www.alpa.org/

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.


UBS: Moody's Reviews & May Downgrade Ba1-Rated Class B-5 Certs.
---------------------------------------------------------------
Moody's Investors Service placed the ratings of five classes of
UBS 400 Atlantic Street Mortgage Trust, Commercial Mortgage Pass-
Through Certificates, Series 2002-C1A on review for possible
downgrade as follows:

   -- Class B-1, $7,500,000, Fixed, currently rated A3;
   -- Class B-2, $4,200,000, Fixed, currently rated Baa1;
   -- Class B-3, $5,000,000, Fixed, currently rated Baa2;
   -- Class B-4, $4,235,000, Fixed, currently rated Baa3; and
   -- Class B-5, $8,844,309, Fixed, currently rated Ba1.

The Certificates are collateralized by a $29,779,310 subordinate
mortgage note on 400 Atlantic Street, a 15-story Class A office
building located at 400 Atlantic Street in Stamford, Connecticut.

The property is challenged by an increased vacancy rate and poorer
market conditions.  Property occupancy as of June 2004 was 91.6%,
down from 100.0% at securitization.  Arthur Andersen, which had
leased 6.0% of the net rentable area -- NRA -- at securitization,
terminated its lease in May of 2002.  As of August 2004 this space
had not been re-leased.  Additionally, American Express Company --
38.2% of NRA -- has listed all of its space on the sublease market
at a rent significantly below market and has requested an early
termination of its lease.

Moody's review will focus on the recent operating performance and
current market conditions as well as the market outlook.


UNITED AIRLINES: Machinists Union Files Pension Suit in N.J.
------------------------------------------------------------
The International Association of Machinists and Aerospace Workers
had filed a complaint in United States District Court for the
District of New Jersey on July 30, 2004 against United Airlines
Chief Executive Officer Glenn Tilton, Chief Financial Officer
Frederic Brace and Chief Operating Officer Peter McDonald for
breach of fiduciary duties to creditors of an insolvent
corporation as Directors and Officers of UAL Corp.

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

The New Jersey complaint follows a suit filed by the IAM on July
29 in a Chicago, Illinois federal court charging the same
defendants with breach of duty in their roles as fiduciaries of
United's employee pension plans. The airline announced on July 23
that it would no longer fund pension plans due to terms it
negotiated for new Debtor in Possession (DIP) financing.

The defendant's actions come after a successful legislative
campaign that provided United with an immediate $375 million
reduction in pension obligations. Upon passage of the bill in the
U.S. Senate, CEO Glenn Tilton said, "Once signed into law, this
legislation will ease the burden of funding our pension
obligations on an accelerated basis, to the benefit of our
employees who are working tirelessly to serve our customers and
build a stronger company, while we continue to execute
successfully on our business plan."

"United has failed in their commitment to the President and
Congress of the United States, the American taxpayer, and the
employees of United Airlines," said Roach.

                          *     *     *

Thomas E. Redburn, Jr., Esq., at Lowenstein Sandler, P.C.,
Roseland, New Jersey, tells the New Jersey Court that Messrs.
Tilton, Brace, and McDonald had fiduciary or quasi-trust
obligations to the International Association of Machinists and
Aerospace Workers and the Pension Plans, who are United's
creditors. In flagrant disregard of their fiduciary duties, the
Senior Executives caused United to enter into a credit agreement
with its lenders, and offered or agreed with the lenders that, as
a condition of the DIP financing, United would not make any
further contributions to the Pension Plans.

Thus, the IAM asks the New Jersey Court for compensatory damages,
including payment of any contributions to the Pension Plans that
United fails to make. IAM also seeks punitive damages for the
Senior Executives' willful and wanton breach.  IAM demands trial
by jury as to all triable issues.

Current and former United employees are also named as Plaintiffs:

   (1) Charles Donnelly, a participant in the Ground Plan;

   (2) Roseann Minnich, a participant in the Public Contact Plan;

   (3) Gabriel Imbemba, a participant in the Public Contact Plan;
       and

   (4) Guillermo Montoya, a participant in the Ground Plan.

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


US AIRWAYS: Glanzer Tells Pilots' Union Chapter 22 Very Likely
--------------------------------------------------------------
Glanzer & Co., informed the Air Line Pilots Association that
another Chapter 11 filing by US Airways Group Inc. is imminent in
mid-September unless labor costs are reduced.  

US Airways has already hinted about a possible return to the Court
for bankruptcy protection.  On August 4, USAir said it is likely
to breach the financial covenants contained in the $900 million
government-backed loan agreement that allowed it to exit
bankruptcy in March 2003, unless the Air Transportation
Stabilization Board agreed to relax those covenants by Sept. 30.  

US Airways previously asked the Pilots' Association for $300
million in concessions in wage and benefit cuts.  The carrier
needs $800 million in contract concessions from labor groups as
part of a plan to cut costs by $1.5 billion a year.  

US Airways' continued operating losses prompted management to
pursue a transformation plan to further reduce the cost per
available seat mile to levels competitive with low-cost carriers
like America West and JetBlue.  The key elements of that plan
include changes:

   (1) marketing and distribution techniques;

   (2) employee compensation, benefits and work rules; and

   (3) airline scheduling and operations.

The Wall Street Journal reports that US Airways has a $130 million
pension-plan contribution due on September 15 and its regional-jet
financing arrangements with two manufacturers and General Electric
run out on September 30.  

Details of the July 14 Glanzer Report were disclosed to the 3,400
members of the Association at a meeting on August 11, 2004.  
According to Reuters, the Glanzer Report claimed that the
airline's creditors have already put claims on its cash to
minimize losses if US Airways does collapse.  For the pilots,
another bankruptcy would force more severe pay cuts.  The worst
case scenario -- a liquidation -- would eliminate 28,000 jobs in a
five to eight-month period.  

KPMG, USAir's auditors, has also expressed doubt about the
carrier's ability to continue as a going concern after emerging
from bankruptcy just over a year ago.  That report appeared in the
Troubled Company Reporter on March 19, 2004.

                         Snail's Pace

The urgency and the weight of the report, however, did not do much
to hasten the negotiation process.  The snail-pace talks already
frustrated newcomer Bruce R. Lakefield.  "People are trying to
tell me that the pace of negotiations is typical for the airline
industry and I shouldn't get frustrated.  As a newcomer to the
industry . . . I think it's silly that we are wasting so much
time," Mr. Lakefield laments.  He replaced David Siegel as CEO in
April this year primarily due to his better relations with union
leaders.

Nasdaq-traded UAIR shares plunged 22% Friday to just under $2.  
They have steadily declined from $6 per share in Jan. 2004 and
more than $12 per share in Oct. 2003, Bloomberg data shows.  

Headquartered in Arlington, Virginia, US Airways (S&P, CCC+
Corporate Credit Rating) is the nation's seventh-largest airline,
serving nearly 200 communities in the U.S., Canada, Europe, the
Caribbean and Latin America. US Airways, US Airways Shuttle and
the US Airways Express partner carriers operate over 3,300 flights
per day.  For more information on US Airways flight schedules and
fares, contact US Airways online at http://usairways.com/or call  
US Airways Reservations at 1-800-428-4322.


VENUS EXPLORATION: Deregisters Shares After Plan Confirmation
-------------------------------------------------------------
On July 29, 2004, the United States Bankruptcy Court for the
Eastern District of Texas confirmed Venus Exploration Inc.'s
(OTC:VENX.PK) plan of reorganization.

Pursuant to the plan, all the remaining assets of the Company were
transferred to a liquidating trust to be administered for the
benefit of creditors and shareholders. Existing shares were
cancelled by the plan effective August 9, 2004, the date upon
which the confirmation order became final. Former shareholders
will receive a beneficial interest in the trust, and distributions
may be made to the beneficial interests of such former
shareholders only after all creditors have been paid in full.

The Company has filed a Form 15, Notice of Termination of
Registration under Section 12(g), with the Securities & Exchange
Commission, and upon the filing, the Company is no longer required
to file reports and forms, including Forms 10-K, 10-Q and 8-K as
well as proxy statements, with the SEC. The deregistration is
expected to become effective within 90 days of the Form 15 filing,
subject to SEC approval.

Headquartered in San Antonio, Texas, Venus Exploration Inc.
(OTCBB:VENX.OB) explores for and develops oil and natural gas in
eight US states; its main areas of focus are Louisiana, Oklahoma,
Texas, and Utah.  On Oct. 8, 2002, three of Venus Exploration
Inc.'s (OTCBB:VENX.OB) creditors, Baker Hughes, Knight Oil Tool,
and Pioneer Drilling, filed an involuntary bankruptcy petition
against Venus in the United States Bankruptcy Court for the
Eastern District of Texas, Beaumont Division. Jason R. Searcy,
Esq. at Jason R. Searcy, P.C. represent serves as the petitioner's
counsel.


VHJ ENERGY: Hires Paul Hunter as Bankruptcy Counsel
---------------------------------------------------
The U.S. Bankruptcy Court for the District of Wyoming gave its
stamp of approval to VHJ Energy, LLC's request to employ Paul
Hunter, Esq. as its bankruptcy counsel.  

The Debtor expects Mr. Hunter to provide help and assistance in
its bankruptcy proceeding and in obtaining confirmation of the
chapter 11 reorganization plan.

Mr. Hunter received a $10,000 retainer on July 1, 2004.  He will
bill the estate $100 per hour for post-petition services.

Mr. Hunter has no connection with the Debtor, the creditors or any
other parties-in-interests and is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy code.

Headquartered in Buffalo, Wyoming, VHJ Energy, is engaged in
methane gas production.  The Company filed for chapter 11
protection on July 13, 2004 (Bankr. Wyo. Case No. 04-21360).  VHJ
Energy listed $239,745 in total assets and $7,402,469 in total
debts in its bankruptcy petition.


VIATICAL LIQUIDITY: U.S. Trustee Appoints Creditors' Committee
--------------------------------------------------------------
The United States Trustee for Region 15 appointed three creditors
to serve on an Official Committee of Unsecured Creditors in
Viatical Liquidity, LLC's Chapter 11 case:

     1. Dr. Frank J. Greskovich, II
        Attn: Frank J. Greskovich, II &
              Veronica S. Greskovich
        4320 Montelvo Drive
        Pensacola, Florida 32504
        Phone: 850-433-7580, Fax: 850-438-3581

     2. Arthur C. Hawkins
        7701 Winter NE
        Albuquerque, New Mexico 87110
        Phone: 505-255-2405, Fax: 505-255-2405

     3. Dr. Charles G. Harger
        124 Cold Springs Drive
        Georgetown, Texas 78628
        Phone: 832-368-3132, Fax: 512-233-2567
        
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense. They may investigate the Debtor's 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 Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Headquartered in San Diego, California, Viatical Liquidity, LLC,
is engaged in the insurance industry.  The Company filed for
chapter 11 protection on June 18, 2004 (Bankr. S.D. Calif. Case
No. 04-05472).  Gary B. Rudolph, Esq., at Sparber Rudolph Annen
represents the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$119,083,608 in total assets and $47,538,071 in total debts.


W.R. GRACE: Wants to Employ Deloitte as Compensation Advisors
-------------------------------------------------------------
The W.R. Grace & Co. and its debtor-affiliates ask the United
States Bankruptcy Court for the District of Delaware for
permission to employ Deloitte Consulting, LLP, as their
Compensation Advisors, nunc pro tunc to July 1, 2004, pursuant to
a Compensation Services Engagement Letter.

Deloitte Consulting is one of the country's leading professional
services firms with offices nationwide and has considerable
experience in providing compensation services to clients both in
and out of bankruptcy.

As Compensation Advisors, Deloitte Consulting is expected to
assist the Debtors in:

    -- reviewing and analyzing their current employee retention
       and incentive programs; and

    -- developing new employee retention and incentive programs.

As previously reported, the Debtors sought and obtained the
Court's permission to employ Deloitte & Touche, LLP, as Customs
Services Providers and Tax and Compensation Advisors, nunc pro
tunc to February 4, 2003. Deloitte & Touche provided certain
compensation services.

Deloitte & Touche has implemented a reorganization of some of its
business units, including, among others, the human capital
business unit which is providing a portion of the Compensation
Services.  This reorganization in intended to align the
organization structure of Deloitte & Touche and its affiliates
more closely with the manner in which business is conducted.
Under this reorganization, as of December 28, 2003, human capital
services, including a portion of the Compensation Services, are
provided by personnel of Deloitte Consulting. Although the
personnel comprising the Compensation Services engagement team for
the Debtors in their Chapter 11 cases have remained largely
unchanged, certain of those personnel have been personnel of
Deloitte Consulting since December 28, 2003. Nick Bubnovich, the
principal overseeing the Compensation Services, was a principal of
Deloitte Consulting during the period from December 28, 2003
through May 31, 2004. As of June 1, 2004, Mr. Bubnovich became,
and currently remains, a principal of Deloitte & Touche.

Deloitte & Touche, an affiliate of Deloitte Consulting, was
permitted to subcontract or assign the provision of the
Compensation Services pursuant to the Compensation Services
Engagement Letter.

Recently, in connection with the Debtors' motion to expand the
scope of Deloitte & Touche's services, Deloitte Consulting and
Deloitte & Touche became aware of certain questions posed by the
Court with respect to the subcontracting or assignment of the
provision of services in the Debtors' Chapter 11 cases to
affiliates of Deloitte & Touche. To address the questions, the
Debtors believe that a separate approval for Deloitte Consulting
to provide certain portions of the Compensation Services is
appropriate.

Deloitte Consulting's actual fees in connection with the provision
of the Compensation Services will be based on the time that the
firm's personnel will spend in providing services to the Debtors,
multiplied by its hourly rates:

          Principal/Director                $350 - 600
          Senior Manager                     250 - 550
          Manager                            180 - 430
          Senior Consultants                 135 - 340
          Staff Consultants                  100 - 180

Deloitte Consulting will seek reimbursement for necessary
expenses.

Deloitte Consulting representative, Steven Kraus, assures the
Court that the firm does not hold or represent any interest
adverse to the Debtors with respect to the matters on which it
will be retained. Deloitte Consulting is also a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code, as modified by Section 1107(b).

Headquartered in Columbia, Maryland, W.R. Grace & Co., --
http://www.grace.com/-- supplies catalysts and silica products,  
especially construction chemicals and building materials, and
container products globally.  The Debtors filed for chapter 11
protection on April 2, 2001 (Bankr. Del. Case No: 01-01139).  
James H.M. Sprayregen, Esq., at Kirkland & Ellis and Laura Davis
Jones, Esq., at Pachulski, Stang, Ziehl et al. represent the
Debtors in their restructuring efforts.  (W.R. Grace Bankruptcy
News, Issue No. 69; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


WEST-ALL PROPERTIES: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: West-All Properties LLC
             252 Camino Calfia
             San Marcos, California 92069

Bankruptcy Case No.: 04-19355

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Count Liberty LLC                          04-19356

Chapter 11 Petition Date: August 11, 2004

Court: Central District of California (Riverside)

Judge: Peter Carroll

Debtors' Counsel: Dennis Winters, Esq.
                  The Winters Law Firm
                  1820 East 17th Street
                  Santa Ana, CA 92705
                  Tel: 714-836-1381

Total Assets: $3,300,000

Total Debts:  $1,391,843

Debtors' 11 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Linda M. Shiells                                        $185,000

Thomas & Gizela Felter                                   $93,700

Judith Rose                                              $65,000

Stage Ranch Management        Services                   $34,000

Discover Cards                Credit Card                $14,408

Superior Ready Mix            Goods and Services         $11,894

Lorenzo Perez                 Services                    $7,358

Providian                     Credit Card                 $6,862

Doe Paving Co.                Goods and Services          $6,394

Michael Arrington Elect       Goods and Services          $3,900

North County Supply           Goods and Services          $3,572


WASHINGTON MUTUAL: Fitch Rates Five Certificate Classes Low-B
-------------------------------------------------------------
Fitch Ratings has taken rating actions on these Washington Mutual
residential mortgage-backed certificates:

   Washington Mutual (WMMSC), mortgage pass-through certificates,
   series 2001-9

      -- Classes IA, IIA, and IIIA affirmed at 'AAA';
      -- Class CB1 affirmed at 'AAA';
      -- Class CB2 upgraded to 'AAA' from 'AA+';
      -- Class CB3 affirmed at 'AA-';
      -- Class CB4 affirmed at 'BBB'; and
      -- Class CB5 affirmed at 'BB'.

   Washington Mutual (WAMMS), mortgage pass-through certificates,    
   series 2001-MS12

      -- Classes IA, IIA, and IIIA affirmed at 'AAA';
      -- Class CB1 affirmed at 'AAA';
      -- Class CB2 affirmed at 'AAA';
      -- Class CB3 upgraded to 'AAA' from 'A+';
      -- Class CB4 upgraded to 'AA-' from 'BBB'; and
      -- Class CB5 upgraded to 'BBB+' from 'B'.

   Washington Mutual (WAMU), mortgage pass-through certificates,
   series 2002-AR12

      -- Class A affirmed at 'AAA';
      -- Class B1 upgraded to 'AAA' from 'AA';
      -- Class B2 upgraded to 'AAA' from 'A';
      -- Class B3 upgraded to 'AA+' from 'BBB';
      -- Class B4 upgraded to 'A+' from 'BB';
      -- Class B5 upgraded to 'BBB' from 'B'.

   Washington Mutual (WAMU), mortgage pass-through certificates,    
   series 2002-AR13

      -- Class A affirmed at 'AAA';
      -- Class B1 upgraded to 'AAA' from 'AA';
      -- Class B2 upgraded to 'AA+' from 'A';
      -- Class B3 upgraded to 'AA-' from 'BBB';
      -- Class B4 upgraded to 'A' from 'BB'; and
      -- Class B5 upgraded to 'BBB' from 'B'.

   Washington Mutual (WAMU), mortgage pass-through certificates,
   series 2002-AR14

      -- Class A affirmed at 'AAA'
      -- Class B1 upgraded to 'AAA' from 'AA';
      -- Class B2 upgraded to 'AA+' from 'A';
      -- Class B3 upgraded to 'AA-' from 'BBB';
      -- Class B4 upgraded to 'A' from 'BB'; and
      -- Class B5 upgraded to 'BBB' from 'B'.

   Washington Mutual (WAMU), mortgage pass-through certificates,
   series 2002-AR15

      -- Class A affirmed at 'AAA';
      -- Class B1 upgraded to 'AAA' from 'AA';
      -- Class B2 upgraded to 'AA' from 'A';
      -- Class B3 upgraded to 'A' from 'BBB';
      -- Class B4 upgraded to 'BBB' from 'BB';
      -- Class B5 upgraded to 'BB' from 'B'.

   Washington Mutual (WAMU), mortgage pass-through certificates,    
   series 2002-AR16

      -- Class A affirmed at 'AAA';
      -- Class B1 upgraded to 'AAA' from 'AA';
      -- Class B2 upgraded to 'AA' from 'A';
      -- Class B3 upgraded to 'A' from 'BBB';
      -- Class B4 upgraded to 'BBB' from 'BB'; and
      -- Class B5 upgraded to 'BB' from 'B'.

   Washington Mutual (WAMU), mortgage pass-through certificates,
   series 2002-AR18

      -- Class A affirmed at 'AAA';
      -- Class B1 upgraded to 'AAA' from 'AA';
      -- Class B2 upgraded to 'AA-' from 'A';
      -- Class B3 upgraded to 'A-' from 'BBB';
      -- Class B4 upgraded to 'BBB-' from 'BB'; and
      -- Class B5 upgraded to 'BB-' from 'B'.

   Washington Mutual (WAMU), mortgage pass-through certificates,
   series 2002-AR19

      -- Class A affirmed at 'AAA'
      -- Class B1 upgraded to 'AAA' from 'AA';
      -- Class B2 upgraded to 'AA-' from 'A';
      -- Class B3 upgraded to 'A-' from 'BBB';
      -- Class B4 upgraded to 'BBB-' from 'BB'; and
      -- Class B5 upgraded to 'BB-' from 'B'.

The upgrades are being taken as a result of:

   * low delinquencies and losses; and
   * increased credit support levels.  

The affirmations are due to credit enhancement consistent with
future loss expectations.


WINSTAR COMMS: Chapter 7 Trustee Wants to Give DIP Lenders $5 Mil.
------------------------------------------------------------------
As previously reported, the U.S. Bankruptcy Court for the District
of Delaware authorized Christine C. Shubert, the Chapter 7 Trustee
for the Estate of Winstar Communications, Inc., and certain of its
direct and indirect subsidiaries, to make two interim
distributions to the Debtors' postpetition lenders on account of
their superpriority claim.  The Trustee distributed $80,500,000 to
the DIP Lenders.  The DIP Lenders are presently entitled to
receive $100,000,000 on their claim under the DIP Agreement.

The Trustee wants the Court's authority to make a third interim
distribution to the DIP Lenders pursuant to Sections 105(a) and
726 of the Bankruptcy Code.  

The Trustee intends to distribute to the DIP Lenders $5,000,000 of
unrestricted funds out of the accounts maintained on behalf of the
estates of these three Debtors:

      Debtor                                 Fund Amount
      ------                                 -----------
      Office.com, Inc.                        $2,500,000
      Winstar International, Inc.              1,500,000
      Winstar Communications, Inc.             1,000,000
                                             -----------
           Total                              $5,000,000

Sheldon K. Rennie, Esq., at Fox Rothschild, LLP, in Wilmington,
Delaware, Ms. Shubert's counsel, explains that the Third Interim
Distribution will reduce the interest burden on the DIP Loan.

The Trustee believes Ms. Shubert will have more than an adequate
reserve -- about $4,000,000 -- to administer the Debtors' cases
after making the proposed Third Interim Distribution.  In addition
to the $4,000,000 reserve, the Trustee also holds about
$22,000,000 in segregated accounts in connection with Lucent
Technologies, Inc.'s claims against the Debtors' estates.  The
Trustee also expects additional recoveries for the Debtors'
estates as a result of the ongoing preference actions she has
commenced.

The Trustee finds it appropriate to make an interim distribution
to the DIP Lenders since they have supported her investigations in
the Debtors' cases for over two years in an effort to maximize the
return to all creditors.  According to Mr. Rennie, a $5,000,000
interim distribution to the DIP Lenders is prudent after
considering and reserving appropriate amounts for the
administrative costs associated with administering the Chapter 7
estate for the duration of these cases.  The $5,000,000 is a
moderate amount to distribute to the DIP Lenders because it
constitutes only 5% of their total claim. (Winstar Bankruptcy
News, Issue No. 57; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


WMC MORTGAGE: Fitch Junks 1 Certificate Class & Affirms 1 at B
--------------------------------------------------------------
Fitch Ratings has taken rating actions on these WMC Mortgage Loan
pass-through certificates:

   Series 1997-1

      -- Class M-1 affirmed at 'AA';
      -- Class M-2 downgraded to 'A-' from 'A+';
      -- Class B downgraded to 'CCC' from 'BB'.

   Series 1997-2

      -- Class M-1 affirmed at 'AA';
      -- Class M-2 affirmed at 'A';
      -- Class B affirmed at 'B'.

   Series 1998-1

      -- Class M-1 affirmed at 'AA';
      -- Class M-2 affirmed at 'A';
      -- Class B affirmed at 'BB'.

   Series 1999-A

      -- Class A affirmed at 'AAA';
      -- Class M-1 affirmed at 'AA';
      -- Class M-2 affirmed at 'A';
      -- Class M-3 affirmed at 'BBB'.

   Series 2000-A

      -- Class A affirmed at 'AAA';
      -- Class M-1 affirmed at 'AA';
      -- Class M-2 affirmed at 'A';
      -- Class B affirmed at 'BBB'.

The negative rating actions on class M-2 and class B of series
1997-1 are taken due to the poor performance of the underlying
collateral in this deal.  The high level of losses incurred has
resulted in the depletion of overcollateralization -- OC, which is
approximately $478,803, or 6.01% of the collateral balance, as of
the July 2004 distribution date.  The 12-month average monthly
loss for series 1997-1 is approximately $82,259.

The affirmations on certain classes reflect credit enhancement
consistent with future loss expectations.  Fitch will continue to
closely monitor these deals.


WORLDCOM INC: Wants Browning & Pinkston Trespass Claims Halted
--------------------------------------------------------------
WorldCom, Inc., and its debtor-affiliates ask Judge Gonzalez to
bar the prosecution of two putative class actions raising trespass
claims concerning fiber optic cable that the Debtors installed
many years before the Petition Date:

   (1) A lawsuit brought by Oscar Pinkston and a putative class
       of similarly situated landowners in Alabama, pending
       in the U.S. District Court for the Middle District of
       Alabama as Civil Action No. 04-523 (MEF-SRW); and

   (2) A lawsuit brought by Victor O. Browning and a putative
       class of similarly situated landowners in Kansas,
       Arkansas, Indiana, Kentucky, Missouri, Nebraska and
       Nevada, pending in the U.S. District Court for the
       Northern District of Oklahoma as Civil Action No.
       02-604-H.

The Debtors also ask Judge Gonzalez to:

   -- confirm that the claims asserted by Messrs. Pinkston and
      Browning, as well as any claims by any putative class
      members in their actions, were discharged; and

   -- bar the Pinkston and Browning plaintiffs from taking
      further action to prosecute their lawsuits to recover on
      their claims.

On April 11, 2001, Mr. Browning filed a lawsuit against the
Debtors before the District Court of Leavenworth County, General
Claims Division. The Debtors removed the Browning Action to the
U.S. District Court for the District of Kansas, and the case was
subsequently transferred to the U.S. District Court for the
Northern District of Oklahoma.

On March 11, 2004, Mr. Pinkston filed a lawsuit in the Circuit
Court of Montgomery County, in Alabama, asserting claims against
ITC Deltacom, a Georgia-based telecommunications company, and
three fictitious defendants. The lawsuit did not name the Debtors
as defendants. In April 2004, Mr. Pinkston amended the complaint
to include the Debtors. On May 28, 2004, the Debtors removed the
Pinkston Action to the U.S. District Court for the Middle District
of Alabama.

Both Actions allege that the Debtors obtained consent for the
installation of fiber optic cable from a railroad company but did
not seek consent from adjacent landowners that own the fee
interest underlying the railroads' rights of way. The Actions also
seek damages for the alleged trespass and disgorgement of the
amounts by which the Debtors unjustly enriched themselves. In
addition, the Browning Action seeks to permanently enjoin the
Debtors from using and maintaining their fiber optic cables.

The Browning Action acknowledges that the Debtors installed the
fiber optic cable in the late 1980s.

The fiber optic cable subject to the Pinkston Action was installed
in 1985, 1986, and 1992.

Adam P. Strochak, Esq., at Weil, Gotshal & Manges, LLP, in New
York, argues that the Plaintiffs' demands for financial damages
and injunctive protection are improper attempts to enforce
discharged claims under Section 101(5) of the Bankruptcy Code.
The confirmation of the Debtors' Plan discharges any debt that
arose before the confirmation date. Because all of the acts giving
rise to the trespass claim occurred prior to the Debtors'
bankruptcy, the Plaintiffs' claims are prepetition claims and are
now discharged.

Both Actions also allege that the fiber optic cable represents a
"continuing trespass" under state law. Mr. Strochak contends that
under Kansas and Alabama laws, the installation of a permanent
underground structure constitutes a permanent, not a continuing
trespass. Under state law, a permanent trespass is one for which
the plaintiff may bring only one action to recover all damages,
both present and prospective, and the cause of action accrues when
the trespass first occurs.

Mr. Strochak notes that the injunction, if granted, would require
the Debtors to cease the use of their fiber optic cable in the
states covered by the Browning Action, a protection squarely
foreclosed under the Bankruptcy Code because of the Debtors'
bankruptcy discharge.

Prior to the Petition Date, Mr. Browning had the right to seek
financial restitution for any alleged trespass in the form of
compensation for the reduced market value of his land. Thus,
financial damages were always a viable remedy for Mr. Browning.
But under Kansas law, Mr. Strochak points out that Mr. Browning is
not entitled to an injunction to prevent the Debtors from
continuing to use their fiber optic cable network. Being a public
utility, the Debtors have a right of condemnation under state law.  
Were Mr. Browning to obtain an injunction against the Debtors, the
Debtors would simply assert a right of eminent domain and
compensate Mr. Browning financially for the reduced value of his
land -- precisely the financial compensation he is entitled to
under his trespass claim.  Accordingly, as a practical matter,
prior to the Debtors' bankruptcy, money damages were plainly a
"viable" alternative -- indeed, they were the only alternative --
available to Mr. Browning.

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

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

On April 20, 2004, the company (WCOEQ, MCWEQ) formally emerged
from U.S. Chapter 11 protection as MCI, Inc. This emergence
signifies that MCI's plan of reorganization, confirmed on October
31, 2003, is now effective and the company has begun to distribute
securities and cash to its creditors. (Worldcom Bankruptcy News,
Issue No. 59; Bankruptcy Creditors' Service, Inc., 215/945-7000)


* Daniel Grigsby Joins Jeffer Mangels' Sports Industry Practice
---------------------------------------------------------------
Daniel M. Grigsby, Esq., has joined Jeffer, Mangels, Butler &
Marmaro LLP's prominent and growing sports and entertainment
industry practice.  Mr. Grigsby, a leading outside counsel to
the Los Angeles Lakers, Los Angeles Sparks and other major
sports industry clients will significantly boost Jeffer, Mangels,
Butler & Marmaro's sports industry practice. Mr. Grigsby joins the
firm from Arnold & Porter.

With the addition of Mr. Grigsby, Jeffer, Mangels, Butler &
Marmaro has the top sports management practice on the West Coast
-- representing teams, leagues and sports sponsors. The firm's
sports practice represents numerous major professional franchises
including the Lakers, Dodgers, Angels and Sparks.

"Dan is one of the most recognizable names in the sports business
and an important new player for our team," said Mark M. Rosenthal,
Chair of Jeffer, Mangels, Butler & Marmaro's Sports Industry
Practice Group, which successfully represented the Dodgers in
their salary arbitration with Cy Young award winning pitcher Eric
Gagne. "Dan is one of the top talents today in sports transactions
and intellectual property. His experience and success with the
Lakers and major entertainment companies will provide tremendous
additional value for our clients and our firm."

"Dan has been an important advisor to the Lakers and Sparks for
many years and we look forward to continuing our work with him at
Jeffer, Mangels, Butler & Marmaro," said Jim Perzik, General
Counsel of the Los Angeles Lakers.

Mr. Grigsby also represents significant entertainment clients with
intellectual property interests including Kevin Costner, Warren
Lieberfarb, Sandy Climan and Michael Hammer. In addition to the
Lakers, Mr. Grigsby's sports clients include M & T Bank in
negotiating their naming rights deal for the Baltimore Ravens'
stadium; Proactive Sports Management, which represents a
substantial portion of U.S. soccer players in the English Premier
League and Mandalay Sports. He has also served as counsel to the
Association of Volleyball Professionals, the National Hot Rod
Association, the Continental Indoor Soccer League, the
International Basketball League and the West Coast Hockey League.

"My expertise fits perfectly with Jeffer, Mangels, Butler &
Marmaro's sports, entertainment and intellectual property
practices," said Mr. Grigsby. "I look forward to helping build the
firm's sports and entertainment business into one of the top
practices in the nation."

Prior to Arnold & Porter (which merged with Blanc Williams
Johnston & Kronstadt in 2000), Mr. Grigsby was a partner at
Nossaman, Guthner, Knox & Elliot from 1986 to 1990. Previously,
Mr. Grigsby was a partner at Fine, Perzik & Singman, where he
began his career as an associate in 1981.

Mr. Grigsby holds a B.A. in political science from UCLA and a J.D.
from Whittier College School of Law, where he graduated with
Honors and on the Dean's List. He subsequently served as an
Adjunct Professor of "Sports and the Law." Mr. Grigsby is a member
of the American Bar Association's Forum Committee on Entertainment
and Sports and is also a member of the Sports Lawyers Association.

              About Jeffer, Mangels, Butler & Marmaro LLP

Jeffer, Mangels, Butler & Marmaro LLP is a full-service business
law firm, offering high-level expertise to achieve the best and
most efficient solutions for its clients. The firm is well-
recognized for its first-rate entertainment, sports and
intellectual property sectors -- both transactional and
litigation. Jeffer, Mangels, Butler & Marmaro LLP also provides
clients standout representation in labor and employment; general
business and commercial law; insolvency and creditors' rights;
civil trial practice; patent, trademark, and copyright law;
securities; real estate; land use; banking and financial services;
taxation and estate planning.


* BOND PRICING: For the week of August 15 - August 19, 2004
----------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
American & Foreign Power               5.000%  03/01/30    70
AMR Corp.                              9.000%  08/01/12    65
AMR Corp.                              9.000%  09/15/16    67
AMR Corp.                             10.200%  03/15/20    61
Burlington Northern                    3.200%  01/01/45    55
Charter Comm. Holdings                10.000%  05/15/11    75
Comcast Corp.                          2.000%  10/15/29    40
Continental Airlines                   4.500%  02/01/07    69
Cummins Engine                         5.650%  03/01/98    73
Elwood Energy                          8.159%  07/05/26    73
Foamex L.P.                            9.875%  06/15/07    75
Greyhound Lines                        8.500%  03/31/07    75
Inland Fiber                           9.625%  11/15/07    45
Level 3 Comm. Inc.                     2.875%  07/15/10    65
Missouri Pacific                       4.750%  01/01/30    73
National Vision                       12.000%  03/30/09    62
Northern Pacific Railway               3.000%  01/01/47    54
Northwest Airlines                     7.875%  03/15/08    63
Northwest Airlines                     8.700%  03/15/07    66
Northwest Airlines                     9.875%  03/15/07    69
Northwest Airlines                    10.000%  02/01/09    65


                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

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

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

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

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

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


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