TCR_Public/040817.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, August 17, 2004, Vol. 8, No. 173

                           Headlines

ADEPT TECH: Board Confirms More Sr. Management Appointments
AINSWORTH LUMBER: 6.750% Senior Debt Offering Expires Today
AIR CANADA: Creditors' Meeting Today to Consider CCAA Plan
ALLEGHENY ENERGY: Moody's Revises B2 Rating Outlook to Positive
AMERICAN COLOR: Weak Q1'04 Results Prompt S&P's Negative Outlook

AMERISOURCEBERGEN: Fitch Affirms BB+ Subordinated Debt Rating
ANC RENTAL: Kenton County Airport's $157,000 Claim Draws Fire
BARCON CORPORATION: Voluntary Chapter 11 Case Summary
BEAR STEARNS: S&P Assigns Low-B Ratings on Two Certificate Classes
BIOVAIL CORP: CEO Acquires Call Options for 3 Mil. Common Shares

BLEECKER STRUCTURED: Moody's Junks $34 Mil. Class C Senior Notes
BORDEN CHEMICAL: S&P Lowers Credit Rating to B+ & Notes to B-
CABLEVISION SYSTEMS: Subsidiary Prices $800 Million of Sr. Notes
CAM CBO: S&P Upgrades Class B Notes Rating to B- from CCC+
CIRTRAN CORP: Receives Additional New Orders for Wal-Mart

COLLINS & AIKMAN: S&P Lowers Credit Rating to B+ & Debt to B-
COLLINS & AIKMAN: S&P Puts B+ Rating on $375MM Credit Facilities
CONEXANT SYSTEMS: S&P Affirms B Rating with Negative Outlook
CORPORATE BACKED: S&P Further Junks 2001-6 Trust Certificates
COXWELL BROTHERS: Case Summary & 12 Largest Unsecured Creditors

CSAM HIGH YIELD: Moody's Cuts Three Tranches to Lowest Junk Rating
DELTA AIRLINES: Fitch Junks European Enhanced Equipment Certs.
DEVLIEG BULLARD: Bourn & Koch Bids $13.3MM for Non-Tooling Assets
DIRECTED ELECTRONICS: Moody's Affirms B2 Senior Implied Rating
DLJ MORTGAGE: Fitch Affirms Low-B Ratings on Two Classes

ELANTIC TELECOM: Hires Navigant Consulting as Financial Advisors
ENRON CORP: Asks Court to Extend Removal Period to December 6
ENRON CORP: Asks Court to Approve Glencore Settlement Agreement
EVERGREEN CARDIOLOGY: Case Summary & Largest Unsecured Creditors
FALCON NEST: Section 341(a) Meeting Slated for September 8, 2004

FFCA SECURED: Fitch Junks Four Classes Due to Loan Defaults
FLEMING COMPANIES: U.S. Trustee Gets Revised Fee Application
FORT WASHINGTON: S&P Puts Senior Debt Ratings on Positive Watch
GRAND PARK HOMES: Case Summary & 9 Largest Unsecured Creditors
HAYNES INTERNATIONAL: Court Confirms Amended Reorganization Plan

HI-RISE RECYCLING: Files for Chapter 11 Protection in N.D. Ohio
HI-RISE RECYCLING: Case Summary & 20 Largest Unsecured Creditors
HUDSON'S BAY: Talbot Says Target Should Buy Zeller's Division
iBASIS: Closes Offer & Gets 98% Amount of Outstanding Senior Notes
INT'L RECTIFIER: Fitch Affirms B+ Debt & BB Bank Loan Ratings

INTERNATIONAL WIRE: Confirmation Hearing Scheduled for Thursday
J.A. JONES: Plan Confirmation Hearing Slated for Tomorrow
JEAN COUTU: FY 2003-2004 Results will be Discussed this Friday
KEYSTONE CONSOLIDATED: Court Okays Bargaining Pact Amendments
KITCHEN ETC: Committee Turns to Deloitte for Financial Advice

LAIDLAW INC: Pension Plan Trust Holds $3.8 Million Laidlaw Shares
LYNX ASSOCIATES: Wants Until Sept. 10 to Make Lease Decisions
MALAN REALTY: Q2 Net Assets in Liquidation Increased by $2.7 Mil.
MASTR ASSET: Moody's Rates $5.1MM Class M-10 Certificates at Ba1
MATRIA HEALTHCARE: Moody's Assigns B3 Rating to $86.25MM Notes

MERISANT CO: Extends 9-1/2% Senior Debt Offering to Sept. 23
MGM MIRAGE: Fitch Places BB+ Rating on $550 Million Senior Notes
MGM MIRAGE: S&P Places BB+ Rating on $550 Million Senior Notes
MIRANT CORP: Equity Committee Questions December 31 Plan Deadline
MIRANT CORP: Wants Court to Nix CARE's $469.8 Million Claim

MIRAVANT MED: Reports $884,000 Stockholders' Deficit at June 30
MOONEY AEROSPACE: Employs Jaspan Schlesinger as Local Counsel
MSDW MORTGAGE: Fitch Affirms Low-B Ratings on Three Classes
NATIONAL COAL: Reports $431,360 Stockholders' Deficit at June 30
NEXPAK: Gets Nod to Continue Employing Ordinary Course Profs.

NY REGIONAL RAIL: Extends Consent Vote to Wednesday
ODYSSEY MARINE: Inks $5 Million Credit Facility with Bank of Tampa
RESIDENTIAL ASSET: Moody's Junks Series 2001-RZ2 Certificates
SATURNS TRUST: Two Linked Trusts Get S&P's BB+ Ratings
SEITEL INC: June 30 Balance Sheet Insolvent by $2.9 Million

SFMB ACQUISITION: Confirmation Objections Due Tomorrow
SOLUTIA INC: Wants Court Approval on Risk Management Transactions
SPEIZMAN INDUSTRIES: Dobbins Auctioning Remaining Assets Today
SPIEGEL GROUP: Wants to Adopt PI Claims Resolution Procedures
SURGICARE INC: Finalizes Transaction with American Int'l Ind.

TANGO INC: Streamlines Operations to Improve Per-Job Margins
TRAVELSHORTS.COM: Former Auditors Express Going Concern Doubt
TRICOM S.A.: Reports Board Changes Following CFO Resignation
TULARIK: Amgen Completed Acquisition After Stockholders Okay Sale
VENTURE IV: S&P Assigns BB Rating to $11MM Class D Floating Notes

WILTEL COMMS: Moody's Withdraws B3 Senior Implied Rating
UAL CORP: Wants Court to Bar Complaints Until Plan is Effective
US AIRWAYS: Sees Loan Covenant Problems in Third Quarter
USA REIT: Thin & Below Asset Trading Prompts Liquidation Proposal
WEIRTON STEEL: Confirmation Objection Deadline Tomorrow

WINSTAR COMMS: Wants Court Okay on 28 Avoidance Action Settlements
WORLDCOM INC: Wants Shepherd & Goldfarb Claims Disallowed
W.R. GRACE: Appoints Maurice Ghattas as VP Global Supply Chain

* Cadwalader Top Issuer Counsel With 29 Deals Totaling $31 Billion

* Large Companies with Insolvent Balance Sheets

                          *********

ADEPT TECH: Board Confirms More Sr. Management Appointments
-----------------------------------------------------------
Adept Technology, Inc.'s (OTCBB:ADTK) board of directors has
confirmed these officers' appointments:

      John Dulchinos      Vice President, Robotics
      Lee Blake           Vice President, Service Operations
      Gordon Deans        Vice President, Business Development /          
                            General Manager, Adept Canada
      Michael Overby      Vice President, Finance /
                            Chief Accounting Officer
      Joachim Melis       Vice President, Europe

"With our transformation complete, a new management team in place,
a clear focus on robotics and software, and a defined strategy of
systems and service, we believe Adept is well positioned for
significant growth and the capacity to be profitably independent
of industry's cycles," said Rob Bucher, chairman and chief
executive officer for Adept Technology, Inc. In addition to Rob
Bucher, other Adept officers are Robert Strickland, vice president
finance and chief financial officer, and Matt Murphy, vice
president of operations and product development.

Separately, the board of directors set the meeting date for the
Annual Shareholders Meeting for November 4, 2004 at 8:00 a.m. The
meeting will be held at the corporate office located at 3011 Triad
Drive, Livermore, CA. Under Rule 14a-8 of Regulation 14A of the
Exchange Act, any shareholder intending to submit to Adept a
proposal that qualifies for inclusion in Adept's proxy statement
and proxy relating to the November 4, 2004 Annual Meeting of
Shareholders must submit such proposal in writing to the secretary
of Adept so that it is received by Adept no later than August 23,
2004.

                       About the Company

Adept Technology designs, manufactures and markets robotic
systems, motion control and machine vision technology for the
telecommunications, electronics, semiconductor, automotive, lab
automation, and biomedical industries throughout the world.
Adept's robots, controllers, and software products are used for
small parts assembly, material handling and packaging. Adept's
intelligent automation product lines include industrial robots,
configurable linear modules, machine controllers for robot
mechanisms and other flexible automation equipment, machine
vision, systems and software, and application software. Founded in
1983, Adept Technology is America's largest manufacturer of
industrial robots. More information is available at
http://www.adept.com/

                           *   *   *

                Liquidity and Capital Resources

In its Form 10-Q for the quarterly period ended March 27, 2004,
filed with the Securities and Exchange Commission, Adept
Technology reports:

"We have experienced declining  revenue in each of the last two
fiscal years and incurred  net losses in the first three quarters
of fiscal 2004 and each of the last four fiscal years. During this
period, we have consumed significant cash and other financial
resources. In  response to these conditions, we reduced operating
costs and employee headcount, and restructured certain operating
lease commitments in each of fiscal 2002 and fiscal 2003.  We
recorded additional restructuring charges in the third quarter of
fiscal 2004 related to the departure of Messrs. Carlisle and
Shimano, pursuant to the Severance Agreements entered into between
Adept and each of them. These adjustments to our operations have
significantly  reduced our rate of cash consumption. We also
completed an equity financing with net proceeds of approximately
$9.4 million in November 2003.

"As of March 27, 2004, we had working capital of approximately
$12.7 million, including $5.7 million in cash, cash equivalents
and short-term investments, and a short-term receivables financing
credit facility of $1.75 million net, of which $0.5 million was
outstanding and $1.3 million remained available under this
facility. On April 22, 2004, this facility was amended and now
permits us to  borrow up to  $4.0  million. We have limited cash
resources, and because of certain regulatory restrictions on our
ability to move certain cash reserves from our foreign operations
to our U.S. operations, we may have limited access to a portion of
our existing cash  balances.  In addition to the proceeds of our
2003 financing, we currently depend on funds generated from
operating  revenue and the funds available through our amended
loan facility to meet our operating requirements. As a result, if
any of our assumptions, some of which are described below, are
incorrect, we may have difficulty satisfying our obligations in a
timely manner. We expect our cash ending balance to be between
approximately $5.0 and $5.5 million at June 30, 2004. Our ability
to effectively operate and grow our business is predicated upon
certain assumptions, including:

     (i) that our restructuring efforts effectively reduce
         operating costs as estimated by management and do not
         impair our ability to generate revenue,

    (ii) that we will not incur additional unplanned  capital
         expenditures for the next twelve  months,

   (iii) that we will continue to receive funds under our existing
         accounts receivable financing arrangement or a new credit
         facility,

    (iv) that we will receive continued timely receipt of payment
         of outstanding receivables, and not otherwise experience
         severe cyclical swings in our receipts  resulting in a
         shortfall of cash available for our disbursements  during
         any given quarter, and

     (v) that we will not incur unexpected significant cash
         outlays during any quarter."


AINSWORTH LUMBER: 6.750% Senior Debt Offering Expires Today
-----------------------------------------------------------
In connection with Ainsworth Lumber Co. Ltd.'s (TSX:ANS)
previously commenced offer to exchange the US$110 million
aggregate principal amount of its outstanding 6.750% Senior Notes
due March 15, 2014, issued on May 19, 2004, for 6.750% Senior
Notes due March 15, 2014 which have been registered under the
Securities Act of 1933, it has extended the expiration date for
the exchange offer from 5:00 p.m. on August 13, 2004 to 5:00 p.m.
on August 17, 2004.

This announcement is not an offer to purchase, a solicitation of
an offer to purchase, or a solicitation of an offer to sell any
securities. The exchange offer may only be made pursuant to the
terms of the Offer to Exchange dated July 15, 2004. Persons with
questions regarding the exchange offer should contact The Bank of
Nova Scotia Trust Company of New York at (212) 225-5427.

Our cash flow is subject to general economic, industry, financial,
competitive, legislative, regulatory and other factors, including
economic conditions in North America, that are beyond our control.
Our business may not generate cash flow in an amount sufficient to
fund our liquidity needs, which would severely curtail our ability
to continue operations. If our cash and operating cash flow is
insufficient to meet our operational expenses and debt service
obligations we will have to consider several options available to
us including, raising additional equity, sales of assets or
seeking consent to incur additional indebtedness. These options
may not be available to us at all or on satisfactory terms.

Ainsworth is a leading Canadian forest products company with a 45-
year reputation for quality products and unsurpassed customer
service. With operations in British Columbia and Alberta, it co-
manages more than 4.7 million hectares of productive timberlands
that supply the majority of its fiber requirements.

                           *   *   *

                  Liquidity and Capital Resources

As reported in its Form 20-F for the fiscal year ended December
31, 2003, filed with the Securities and Exchange Commission,
Ainsworth Lumber Co. Ltd. reports:

"Our cash flow is subject to general economic, industry,
financial, competitive, legislative, regulatory and other factors,
including economic conditions in North America, that are beyond
our control. Our business may not generate cash flow in an amount
sufficient to fund our liquidity needs, which would severely
curtail our ability to continue operations. If our cash and
operating cash flow is insufficient to meet our operational
expenses and debt service obligations we will have to consider
several options available to us including, raising additional
equity, sales of assets or seeking consent to incur additional
indebtedness. These options may not be available to us at all or
on satisfactory terms."


AIR CANADA: Creditors' Meeting Today to Consider CCAA Plan
----------------------------------------------------------
A meeting of Air Canada's unsecured creditors will be held today,
August 17, 2004, in the Grand Salon, at the Fairmont Queen
Elizabeth, Montreal, Quebec, Canada, at 10:00 am to consider the
consolidated plan of reorganization pursuant to the Companies'
Creditors Arrangement Act.

Voting on the CCAA Plan is limited to unsecured creditors who
filed a proof of claim in the manner and within the time specified
in the claims order.

For the Plan to be approved and be binding in accordance with the
CCAA, the resolution to approve the Plan must be accepted:

   * by a majority of the unsecured creditors having a voting
     claim and voting on the resolution at the Creditors' Meeting;
     and

   * unsecured creditors representing not less than 66 2/3 in       
     value of the Voting Claims of the unsecured creditors voting       
     at the Creditors' Meeting.

Furthermore, the Court under the CCAA and Section 191 of the CBCA
must also sanction the Plan.  

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


ALLEGHENY ENERGY: Moody's Revises B2 Rating Outlook to Positive
---------------------------------------------------------------
Moody's Investors Service has revised the rating outlook for
Allegheny Energy, Inc. (AYE: senior unsecured B2) to positive from
stable.  Additionally, the rating outlook has been revised to
positive from stable for subsidiaries:

   * Allegheny Energy Supply Company, LLC;
   * Allegheny Generating Company; and
   * Allegheny Energy Supply Statutory Trust 2001.

The rating outlook remains stable for the other subsidiaries of
Allegheny Energy:

   * Monongahela Power Company;
   * The Potomac Edison Company; and
   * West Penn Power Company.

The change in rating outlook reflects Allegheny Energy's progress
in reducing debt and improving its liquidity position, and
expectations that the company will achieve its stated debt
reduction target of $1.5B by year end 2005 while increasing its
operating cash flow.  Actions to date that have improved the
company's financial flexibility include the March 2004 extension
of its bank credit facilities, the sale of assets to reduce
leverage, the elimination of power contracts that contributed to
large losses in 2002 and 2003 as well as on-going collateral
needs, the significant reduction in Allegheny's unregulated energy
trading activities after the sale of the California Department of
Water Resources -- CDWR -- contract and related hedges, and the
termination of certain tolling agreements constituting the
company's "West Book" of contracts.

The change in outlook also recognizes the new management team's
strategy of focusing on the core utility business.  The positive
outlook incorporates the expectation that Allegheny Energy will
increase cash flow relative to debt, and will also improve its
balance sheet.  Moody's believes that such improvements will
include the issuance of equity and/or the sale of additional
assets.  An upgrade in Allegheny Energy's ratings could be
considered if Allegheny Energy demonstrates further progress in
deleveraging and a sustainable improvement in cash flow generation
that is likely to result in a ratio of funds from operations --
FFO -- to Moody's calculation of adjusted debt of around 9% by
year-end 2005, while at the same time maintaining a relatively
stable business risk profile.

The outlook revision is also predicated upon the expectation that
management will complete its publicly announced $1.5 billion debt
reduction program by year-end 2005, some of which has already
taken place, will issue equity and complete additional asset sales
to further improve financial flexibility, will sustain
improvements in operating efficiencies and will achieve a
reasonable resolution of the litigation surrounding Merrill Lynch
and environmental compliance issues.

Allegheny Energy has taken actions to address the liquidity issues
it faced earlier this year by refinancing its bank credit
facilities and extending maturity dates.  Additionally, Allegheny
Energy announced the pending sale of its 9% interest in the Ohio
Valley Electric Corporation and its natural gas operations in West
Virginia, including Mountaineer Gas, which have historically been
weak contributors to cash flow and earnings.  Upon the completion
of these announced divestitures, it is expected that cash proceeds
and debt elimination from these sales will total approximately
$340 million, which will be applied towards the company's
$1.5 billion debt reduction goal.

The company has eliminated the bulk of its trading activities,
which had been a substantial drag on earnings and cash flow.
However, Moody's notes that the remaining activities will require
continued funding from Allegheny Energy to satisfy counter-party
collateral obligations.

Debt reduction, the sale of assets and the reduction in its
speculative trading portfolio are major steps in the company's
strategy to strengthen its financial profile and refocus on the
lower risk utility business.  By year-end 2005, Moody's
calculation of adjusted debt to capitalization levels are
projected to be in the 70% range.  Funds from operations coverage
of interest expense is anticipated to be above two times and FFO
to debt is expected to be at the 9% level in the same timeframe,
provided the company's announced plans are executed as expected.

Allegheny Energy, Inc.'s senior unsecured rating of B2 reflects
its high leverage and weak cash flow generation, balanced against
the relatively stable operating performance of its utility
subsidiaries, particularly Monongahela Power Company, Potomac
Edison Company and West Penn Power Company, and its low cost
generation fleet.  Allegheny Energy's consolidated cash flow is
substantially related to provider of last resort contracts between
unregulated subsidiary Allegheny Energy Supply and the three
regulated utilities that sell power under regulatory tariffs.  
While capital expenditures related to environmental compliance are
substantial over the next few years, these outlays are expected to
ultimately be largely recovered through the company's regulated
rate base.

Headquartered in Greensburg, Pennsylvania, Allegheny Energy, Inc.
is an integrated energy company that owns various regulated and
unregulated subsidiaries engaged in generation and distribution of
electricity, and other businesses.  Its utility subsidiaries
deliver electricity to customers in Maryland, Ohio, Pennsylvania,
Virginia, and West Virginia, and natural gas to customers in West
Virginia.


AMERICAN COLOR: Weak Q1'04 Results Prompt S&P's Negative Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
commercial printer American Color Graphics Inc. to negative from
stable.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit and 'B' senior secured debt ratings on the Brentwood,
Tennessee-based company.  Total debt outstanding at June 30, 2004,
was $305.6 million.

The outlook revision follows the company's weak operating results
during its first quarter ended June 30, 2004, due mainly to a 14%
drop in print production volume.  This decline in volume was
driven by aggressive industry pricing, which led to American Color
losing market share.  Consolidated EBITDA during the first quarter
fell about 27% year over year.  As a result, credit measures are
likely to be meaningfully weaker by the end of American Color's
fiscal 2005 (March 30) than originally anticipated.

"Although we expect American Color to maintain its good market
position in the advertising insert segment in the longer term,
near-term operating difficulties have resulted in higher-than-
anticipated leverage amounts," said Standard & Poor's credit
analyst Michael Scerbo.  "The ratings could be lowered in the near
term if the company's credit measures weaken materially from
expected levels."


AMERISOURCEBERGEN: Fitch Affirms BB+ Subordinated Debt Rating
-------------------------------------------------------------
Fitch Ratings has affirmed AmerisourceBergen Corp.'s 'BBB-' rated
senior unsecured debt and bank credit facility and 'BB+' rated
subordinated debt following the company's announcement that it has
received board authorization to repurchase $500 million in company
stock.  The Rating Outlook is Stable.

Fitch anticipates that the share repurchase will be funded with
cash, and cites that AmerisourceBergen's cash flow generation has
far-exceed expectations stemming from the conversion to a more
fee-for-service oriented business model as inventory previously
held in anticipation of price increases is being liquidated.  The
surge in cash flow allows the company the financial flexibility to
repurchase shares without materially impacting the company's
credit profile.

Additionally, the company has indicated that revenue and earnings
for the coming fiscal year are likely to be flat relative to
FY 2004 due to the company's loss of the Veteran's Administration
contracts and, to a lesser degree, potential changes in Medicare
reimbursement regulations.  Fitch notes that the revenues and
earnings impact from losing the VA contract was not unanticipated
and that despite these challenges, overall performance has
exceeded Fitch expectations with regard to both margins and cash
flow.  However, Fitch will monitor the extent to which margins are
impacted beyond current expectations as the transition in business
model continues, as well as the impact from other factors such as
the VA contract.  Additionally, leverage has been reduced with the
recent redemption of the company's Trust Originated Preferred
Securities -- TOPrS -- and Fitch anticipates leverage will
decrease further by calendar year-end 2004 as the company expects
the conversion of its 5%, $300 million convertible subordinated
notes to equity, plus scheduled Term Loan amortization.  Fitch
notes that it will monitor the anticipated reduction in leverage
versus Fitch expectations.

Credit metrics for the last twelve months ended June 30, 2004 are
indicative of an investment grade rating including coverage
(EBITDA/interest) of 7.8x, leverage (total lease-adjusted
debt/EBITDAR) of 1.8x, and lease-adjusted debt-to-capital of 26.6%
at 06/30/04.  Total Debt at 06/30/04 was approximately $1.5
billion and cash was approximately $900 million.
AmerisourceBergen's liquidity position includes approximately
$2.0 billion availability through various liquidity sources
including a $1 billion revolving credit facility and a $1 billion
A/R securitization facility, both of which were undrawn at June
30, 2004.


ANC RENTAL: Kenton County Airport's $157,000 Claim Draws Fire
-------------------------------------------------------------
Selinda A. Melnik, Esq., at Edwards & Angell, LLP, in Wilmington,
Delaware, informs the Court that before the Petition Date, Debtors
Alamo Rent-A-Car, LLC, and National Car Rental System, Inc.,
entered into certain agreements with The Kenton County Airport
Board, which is the owner and operator of the Cincinnati/Northern
Kentucky International Airport.

"Under the Bankruptcy Code, as well as principles of equity, the
costs incurred by the Kenton Airport Board should be allowed as
administrative expenses pursuant to Section 503(b) of the
Bankruptcy Code, and the allowed claim should be paid immediately
to the Kenton Airport Board," Ms. Melnik asserts.

Accordingly, Kenton Airport Board asked the Court to compel the
Debtors to pay its $157,330 administrative expense claim.

                           Debtors Object

Joseph Grey, Esq., at Stevens & Lee, in Wilmington, Delaware,
points out that as Dale Huber, Deputy Director of Aviation for
the Kenton County Airport Board, testified in his deposition two
years ago, the Debtors have no contractual obligation under the
Alamo or National Agreement to indemnify the Kenton County
Airport Board for the legal fees and costs it incurred with
respect to the litigation initiated by Hertz Corporation and Avis
Rent a Car Systems, Inc.

The Agreement provides that the Debtors were to indemnify Kenton
from:

    "[A]ny and all costs, liability, damage or expenses claimed by
    anyone by reason of injury or damage to person or property
    sustained in on or about the Airport, as a proximate result of
    the acts or omissions of Concessionaire, its agents, servants,
    employees, contractors suppliers invitees, or arising out of
    any condition of the Assigned Premises or Concessionaire's
    activities at the Airport or arising out of any condition of
    the Assigned Premises or Concessionaire's activities at the
    Airport or arising out of the operations of Concessionaire
    upon or about the Airport . . ."

Mr. Grey argues that the legal fees that Kenton seeks
reimbursement for do not relate to any claim for "injury or
damage to person or property arising from the Debtor's operations
at the Airport" but rather relate solely to the Debtors' request
to assume and assign the Agreement under the provisions of the
Bankruptcy Code.  Thus, there is no contractual obligation to
indemnify Kenton for the fees and costs.

With respect to Kenton's claim that its fees and costs are
entitled to administrative claim status, Mr. Grey says that
Kenton has not provided any basis to conclude that the fees and
expenses it seeks to have paid provided any benefit to the
Debtors' estate.  The fees and costs it incurred related solely
to a collateral attack by Hertz and Avis on the Debtors' efforts
to consolidate its operations at the airport administered by
Kenton County.  The Debtors expended considerable time and effort
litigating with Hertz and Avis and related appeals.  Absent a
clear and direct benefit to their estates, the Debtors should not
be obligated to pay any additional fees and expenses.

Accordingly, the Debtors ask the Court to deny Kenton's request.

                          Kenton Responds

Selinda A. Melnik, Esq., at Edwards & Angell, in Wilmington,
Delaware, points out that the Debtors' assertion that Mr. Huber
has testified inconsistently is completely inaccurate.  The
Debtors have taken Mr. Huber's testimony in his deposition
completely out of context.

At the time of Mr. Huber's deposition, Hertz and Avis had within
their possession, through discovery, copies of the Alamo and
National Concession Agreements.  Hertz and Avis were intimately
familiar with these agreements as they formed the basis, in part,
for their lawsuit against the Kenton County Airport Board.  In
fact, the Alamo and National Concession Agreements were
repeatedly referred to throughout Mr. Huber's deposition.

Ms. Melnik explains that the question in context was not
referring to the Alamo or National Concession Agreement.  The
question, in context, was referring to any new agreements that
had been reached between the Debtors and Kenton.  There were no
new agreements, and that is the context in which Mr. Huber
answered the question.

Ms. Melnik also points out that the legal fees Kenton incurred in
the Hertz and Avis litigation were a direct result of the
Debtors' operations at the Airport.  If it were not for:

    -- the Debtors' Motion to reject the Alamo Agreement, assume
       the National Agreements, and to then assign the National
       Agreements to ANC Rental Corporation to permit ANC Rental
       Corporation to operate under the names of Alamo and
       National at the Airport; and

    -- the Debtors' desire to consolidate facilities at the
       Airport,

Hertz and Avis would not have sued Kenton to collaterally attack
the Court Order approving the Debtors' request for consolidation.

Thus, the legal fees that Kenton incurred fit squarely within the
indemnity that the Debtors provided under Section VIII of the
Alamo and National Concession Agreement -- the lawsuit by Hertz
and Avis was a claim for damage to their property interest under
their Concession Agreements which arose out of the Debtors'
operations at the Airport.

The Debtors also argue that there was no benefit to their estate
by virtue of Kenton's defense of the Hertz and Avis litigation.
Ms. Melnik contends that if Kenton had not defended the lawsuit
and if Kenton allowed Hertz and Avis to collaterally attack the
Court's Order, it would have substantially inhibited the Debtors'
reorganization efforts around the country.  Thus, Kenton provided
a substantial benefit and contribution to the Debtors' estate,
setting the stage that enabled the Debtors' successful
reorganization.

Thus, the Kenton Board asks the Court to allow its administrative
expense claim in full and direct the Debtors to immediately pay
its claim.

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


BARCON CORPORATION: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Barcon Corporation
        PO Box 370
        Miami, Arizona 85539

Bankruptcy Case No.: 04-14285

Chapter 11 Petition Date: August 12, 2004

Court: District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: Alan L. Liebowitz, Esq.
                  16042 North 32nd Street, #D-18
                  Phoenix, Arizona 85032
                  Tel: 602-993-2880

Estimated Assets: $100,001 to $500,000

Estimated Debts: $1 Million to $10 Million

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


BEAR STEARNS: S&P Assigns Low-B Ratings on Two Certificate Classes
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on two
classes of Bear Stearns Commercial Mortgage Securities, Inc.'s
corporate leased-backed certificates from series 1999-CFL1.  
Concurrently, the ratings are affirmed on seven other classes from
the same transaction.

The raised and affirmed ratings reflect:

   (1) increased credit enhancement levels;
   (2) primarily from amortization; and
   (3) the stable performance of the seasoned pool.

The preceding attributes offset the decline of the weighted
average credit rating to 'BBB+' from 'A' at issuance.  Additional
credit enhancement is provided by a financial guarantee insurance
policy issued by MBIA Insurance Corp. ('AAA'), which guarantees
timely payment of principal and interest on all of the class A
certificates.

As of the July 21, 2004 distribution date, the collateral pool
consisted of 166 loans supported by credit tenant leases -- CTLs -
- with an aggregate principal balance of $341.4 million, down 11%
from $383.4 million and 171 loans at issuance.  Fully amortizing
loans account for 63% of the pool, while the remaining loans (37%)
are amortizing with a balloon payment.  Balloon risk is mitigated
by residual value insurance -- RVI -- provided by three insurance
companies.  While two of the three insurers have current ratings
ranging from 'A' to 'AAA', 16 loans with a total current balance
of $84.5 million (25%) have RVI provided by Financial Structures
Ltd., a subsidiary of Royal Indemnity, Co.  The financial strength
rating on Royal is 'BB+', down from 'AA-' at issuance.  All of the
loans are current and no realized losses have occurred.

Bondable CTLs support nine loans ($59.8 million, 18%), while 157
loans ($281.6 million, 82%) have triple- and double-net CTLs
supplemented by a lease enhancement policies provided by Lexington
Insurance Co. ('AAA') or Chubb Custom Insurance Co. ('AA').  The
top five tenants comprise 48% of the pool and include:

   * The U.S. Postal Service (12%);
   * Ahold Koninklijke N.V. (11%, BB/Positive);
   * CVS Corp. (10%, A-/Stable);
   * Rite Aid Corp. (8%, B+/Stable); and
   * Walgreen Co. (7%, A+/Stable).

Additionally, Eckerd Corp. occupies properties serving as
collateral for 10 loans ($22.4 million, 7%).  The properties were
recently sold to either CVS Corp. or John Coutu Group Inc. (BB-
/Negative).

Midland Loan Services Inc., the master and special servicer,
reported three loans ($1.3 million, less than 1%) as specially
serviced due to borrower bankruptcy.  Waldrip Development of K.Y.,
LLC, is the borrower for all three loans, which are supported by
CTLs with the U.S. Postal Service. The loans are current and no
losses are expected.

Midland reported 27 loans ($73.3 million, 21%) on its watchlist.
Twelve loans ($24.9 million, 7%) are secured by properties
tenanted by Rite Aid Corp.  The loans appear on the watchlist as a
result of Rite Aid Corp.'s credit rating, which has declined to
'B+' from 'BBB' at issuance.  One loan ($6.4 million, 2%) is on
the watchlist because CVS vacated the collateral property over a
year ago and subleased the property to Ohel Childrens Home and
Family Services (not rated).  CVS Corp. remains obligated to make
lease payments under the remaining term of its lease. The
remaining 14 loans ($42 million, 12%) are on the watchlist because
of low debt service coverage ratios.

The collateral for the loans in the pool consist of 167 properties
located in 40 states, with New Jersey (12%) the only state
exceeding a 10% concentration.  The pool consists of retail (74%),
office (24%), and hotel (2%) properties with a significant
concentration in drug store retail ($107.8 million, 32%).

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

Standard & Poor's stressed various loans in its analysis and
reviewed the resultant credit enhancement levels in conjunction
with the levels determined by Standard & Poor's credit lease
default model.
   
                         Ratings Raised
   
        Bear Stearns Commercial Mortgage Securities Inc.
         Corporate leased-backed certs series 1999-CFL1
   
                    Rating
        Class   To         From   Credit Enhancement (%)
        -----   --         ----   ----------------------
        B       AAA        AA                     13.76
        C       A+         A                       9.26
   
                        Ratings Affirmed
   
        Bear Stearns Commercial Mortgage Securities Inc.
         Corporate leased-backed certs series 1999-CFL1
    
            Class   Rating   Credit Enhancement (%)
            -----   ------   ----------------------
            A-2      AAA                    18.53*
            A-3      AAA                    18.53*
            A-4      AAA                    18.53*
            D        BBB                     1.97
            E        BB                      0.84
            F        B-                      0.00
            X        AAA                     N.A.

            * Does not reflect financial guarantee insurance
              policy issued by MBIA Insurance Corp. on classes
              A-2 through A-4.

            N.A. -- Not applicable.


BIOVAIL CORP: CEO Acquires Call Options for 3 Mil. Common Shares
----------------------------------------------------------------
Biovail Corporation's (NYSE:BVF) (TSX:BVF) Chairman and Chief
Executive Officer, Eugene Melnyk, sold in open market transactions
an aggregate of 3,000,000 shares of Common Stock of Biovail
Corporation.

In order to provide Mr. Melnyk with the opportunity to maintain
his position in the Common Stock of the Company, Mr. Melnyk is
acquiring call options for an aggregate of 3,000,000 shares of
Common Stock of Biovail Corporation.

Mr. Melnyk remains Biovail's largest shareholder with ownership or
control over 21,530,546 shares of Common Stock of the Company,
representing approximately 13.5% of the outstanding shares.

                    About Biovail Corporation

Biovail Corporation is an international full-service
pharmaceutical company, engaged in the formulation, clinical
testing, registration, manufacture, sale and promotion of
pharmaceutical products utilizing advanced drug-delivery
technologies. For more information about Biovail, visit the
company's Web site at http://www.biovail.com/

                           *   *   *

As reported in the Troubled Company Reporter's March 11, 2004,
edition, Standard & Poor's Ratings Services revised its outlook on
the pharmaceutical company to negative from stable.  At the same
time, S&P affirmed its ratings on Mississauga, Ontario-based
Biovail, including the 'BB+' long-term corporate credit rating.
The action was in response to the company's lower 2004 earnings
guidance.


BLEECKER STRUCTURED: Moody's Junks $34 Mil. Class C Senior Notes
----------------------------------------------------------------
Moody's Investors Service downgraded and placed on watch for
possible downgrade these Classes of Notes issued by Bleecker
Structured Asset Fund Ltd., a collateralized debt obligation
issuance:

   (1) The U.S. $360,000,000 Class A First Priority Senior Notes
       (consisting of Class A-1 and Class A-2), Due 2035, has been
       downgraded from Aa1 on Watch for Possible Downgrade to A3
       and remains on Watch for Possible Downgrade;

   (2) The U.S. $40,000,000 Class B Second Priority Senior Secured
       Floating Rate Notes, Due 2035, has been downgraded from A3
       on Watch for Possible Downgrade to B3 and remains on Watch
       for Possible Downgrade; and

   (3) The U.S. $34,000,000 Class C Senior Subordinated Secured
       Fixed Notes, Due 2035, has been downgraded from Ca to C.

According to Moody's, the current rating actions reflect a
continued reduction in credit enhancement to the rated notes and
deterioration in the overall credit quality of the collateral pool
since its last rating action.

According to the Trustee report, dated as of June 27, 2004, the
Moody's Maximum Rating Distribution Test was 1651 (450 maximum)
while the CDS with a Moody's rating below Baa3 was 53.6% (5%
maximum).  Furthermore, the Class A Overcollateralization Test was
109.71% (106.5%% minimum), the Class B Overcollateralization Test
was 86.63% (110.5% minimum), and the Class C Overcollateralization
Test was 72.1% (102% minimum) while the Class A Interest Coverage
Test, the Class B Interest Coverage Test, and the Class C Interest
Coverage Test were 0% (106.5% minimum), 0% (117% minimum), and 0%
(104.5% minimum) respectively.

Issuer:             Bleecker Structured Asset Funding, Ltd.

Class Description:  The U.S. $360,000,000 Class A First Priority
                    Senior Notes (consisting of Class A-1 and
                    Class A-2), Due 2035

Prior Rating:       Aa1 On Watch for Possible Downgrade

Current Rating:     A3 On Watch for Possible Downgrade


Class Description:  The U.S. $40,000,000 Class B Second Priority
                    Senior Secured Floating Rate Notes, Due 2035

Prior Rating:       A3 On Watch for Possible Downgrade

Current Rating:     B3 On Watch for Possible Downgrade


Class Description:  The U.S. $34,000,000 Class C Senior
                    Subordinated Secured Fixed Notes, Due 2035

Prior Rating:       Ca

Current Rating:     C


BORDEN CHEMICAL: S&P Lowers Credit Rating to B+ & Notes to B-
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Borden Chemical, Inc., to 'B+' from 'BB' and the ratings
on the existing unsecured notes to 'B-' from 'BB-'.

In addition, Standard & Poor's affirmed its 'BB-' senior secured
bank loan rating and recovery rating of '1' on resins producer
Borden Chemical's $175 million secured revolving credit facility.
The '1' recovery rating indicates high expectation of full
recovery of principal in the event of a default.  At the same
time, Standard & Poor's affirmed its 'B-' rating and recovery
rating of '4' on the Columbus, Ohio-based company's tranches of
senior second secured notes totaling $475 million with maturity
dates of 2010 and 2014 issued under Rule 144a with registration
rights.  The '4' recovery rating indicates a marginal (25%-50%)
recovery of principal in the event of a default.  All ratings were
removed from CreditWatch with negative implications.  The outlook
is stable.

"The overall creditworthiness of Borden Chemical reflects a very
aggressive financial profile resulting from high debt leverage at
the outset of the acquisition by Apollo Management LP, 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.

Ratings originally were placed on CreditWatch with negative
implications on July 6, 2004, following the announcement that
Apollo Management would acquire Borden Chemical from Kohlberg
Kravis Roberts &, Co., for about $1.2 billion.  The CreditWatch
was updated on July 26, 2004, following a review of Borden
Chemical's strategic plans and financial policies.  At that time,
Standard & Poor's indicated that once the acquisition of Borden
Chemical had been completed, the CreditWatch listing would be
resolved, the corporate credit rating of Borden Chemical would be
lowered to 'B+' from 'BB', the ratings on the existing unsecured
notes would be lowered to 'B-' from 'BB-', and the new ratings
that had been assigned in connection with the financing plan would
be affirmed.  The acquisition was completed as expected on Aug.
12, 2004.

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

Borden Chemical's credit quality reflects its position as a
leading producer of formaldehyde-based thermosetting resins for
the forest products industry and other industrial applications,
with $1.5 billion of sales.  End uses include furniture and
construction products, such as structured panels, medium-density
fiberboard and particleboard, and coatings for the foundry
industry.  The company also is the leading global manufacturer of
formaldehyde, and consumes much of its production internally.  
Borden Chemical holds more than 15% of the worldwide formaldehyde-
based resin market, but is concentrated to some extent in
North America.


CABLEVISION SYSTEMS: Subsidiary Prices $800 Million of Sr. Notes
----------------------------------------------------------------
Cablevision Systems Corporation's (NYSE: CVC) wholly owned
subsidiary, Rainbow National Services LLC (RNS), has priced an
offering of $800 million principal amount of notes, comprised of
$300 million of 8-3/4% senior notes due 2012 and $500 million of
10-3/8% senior subordinated notes due 2014. Closing is scheduled
to occur on August 20.

The notes are only being sold in a Rule 144A private offering to
qualified institutional investors and in a Regulation S offering
to certain non-U.S. persons in transactions outside the United
States. The notes will not be registered under the Securities Act
of 1933, as amended, and may not be offered or sold in the United
States except pursuant to an effective registration statement
under the Securities Act or in accordance with an applicable
exemption from registration requirements of the Securities Act.

Rainbow National Services LLC provides television programming to
cable television and direct broadcast satellite service providers
throughout the United States through its ownership of three
nationally distributed 24-hour entertainment programming networks:
AMC, WE: Women's Entertainment, and IFC (The Independent Film
Channel).

                         About Cablevision

Cablevision Systems Corporation (NYSE:CVC) provides
telecommunications and entertainment services.  The Company has
operations in multimedia delivery, subscription cable television
services, championship professional sports teams, and national
television program networks.  Cablevision serves cable customers
primarily in the New York metropolitan area.

At June 30, 2004, Cablevision Systems Corporation's balance sheet
showed a $2,272,079,000 stockholders' deficit compared to a
$1,989,802,000 deficit at December 31, 2003.


CAM CBO: S&P Upgrades Class B Notes Rating to B- from CCC+
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A and B notes issued by CAM CBO I Ltd., a high-yield CBO
transaction managed by Conning Asset Management, and removed them
from CreditWatch positive, where they were placed June 17, 2004.

The raised ratings reflect an increase in the level of
overcollateralization available to support the notes since the
last rating change in November 2003.  Since the last rating
change, the transaction has paid down $24.45 million to the class
A noteholders; $7.18 million of which was paid on the June 2004
payment date.

      Ratings Raised And Removed From Creditwatch Positive
                         CAM CBO I Ltd.

                          Rating
                       To       From
                       --       ----
            Class A    AAA      AA+/Watch Pos
            Class B    B-       CCC+/Watch Pos
   
Transaction Information

Issuer:              CAM CBO I Ltd.
Current Manager:     Conning Asset Management
Underwriter:         Banc of America Securities
Trustee:             JPMorganChase Bank
Transaction type:    High-yield arbitrage CBO
   
   Tranche                  Initial    Last Rating    Current
   Information              Report     Change         Action
   -----------              -------    -----------    ------
   Date (MM/YYYY)           11/1998    11/2003        08/2004

   Class A note rtg.        AA-        AA+            AAA
   Class A note balance     $100.00mm  $61.97mm       $37.52mm
   Class A OC ratio         158.4%     142.2%         176.5%
   Class A OC ratio min     134.0%     134.0%         134.0%
   Class B note rtg.        A          CCC+           B-
   Class B note balance     $21.00mm  $21.00mm        $21.00mm
   Class B OC ratio         130.9%     106.2%         113.2%
   Class B OC ratio min     118.0%     118.0%         118.0%
    
   Portfolio Benchmarks                       Current
   --------------------                       -------
   S&P Wtd. Avg. Rtg.(excl. defaulted)        B+
   S&P Default Measure(excl. defaulted)       4.99%
   S&P Variability Measure (excl. defaulted)  4.25%
   S&P Correlation Measure (excl. defaulted)  1.04
   Wtd. Avg. Coupon (excl. defaulted)         8.07%
   Wtd. Avg. Spread (excl. defaulted)         N/A
   Oblig. Rtd. 'BBB-' and Above               11.65%
   Oblig. Rtd. 'BB-' and Above                32.37%
   Oblig. Rtd. 'B-' and Above                 60.67%
   Oblig. Rtd. in 'CCC' Range                 11.65%
   Oblig. Rtd. 'CC', 'SD' or 'D'              27.68%
   Obligors on Watch Neg (excl. defaulted)    3.58%
    
   S&P Rated OC (ROC)  Current
   ------------------  -------
   Class A notes       123.59%  (AAA)
   Class B notes       101.20%  (B-)


CIRTRAN CORP: Receives Additional New Orders for Wal-Mart
---------------------------------------------------------
CirTran Corp. (OTC BB: CIRT), an international full-service
contract electronics manufacturer of printed circuit board
assemblies, cables and harnesses, received an additional order for
5,000 units of a consumer product for the fitness industry
manufactured and distributed by its wholly owned subsidiary,
CirTran-Asia Inc.

The order was placed through a New Jersey-based distributor with
the end client being Wal-Mart. This shipment will be distributed
nationwide in Wal-Marts located throughout Canada. To date,
CirTran-Asia has received orders from Wal-Mart totaling 10,000
units and has shipped and received payment on more than 5,000
units.

Trevor M. Saliba, executive vice president of Worldwide Business
Development of CirTran Corp., commented, "We are very pleased to
announce our continued relationship with the world's largest
retailer. We are anticipating this follow on order to be one of
many more to come and eagerly await the marketing campaign of this
product in the United States."

The marketing campaign for the United States market is anticipated
to begin within the next three months. Wal-Mart has more than
4,800 stores worldwide with nearly 75% based in the United States.
In addition, it is the No. 1 retailer in Canada and Mexico.

                     About CirTran Corp.

Founded in 1993, CirTran Corp. has established itself as a premier
full-service contract electronics manufacturer by building printed
circuit board assemblies, cables, and harnesses to the most
exacting specifications. CirTran is headquartered in Salt Lake
City with a state-of-the-art 40,000-square-foot facility. CirTran
also provides "just-in-time" inventory management techniques that
minimize the OEM's investment in component inventories, personnel
and related facilities, thereby reducing costs and ensuring speedy
time to market. For further information about CirTran, please
visit the company's Web site located at http://www.cirtran.com/

At March 31, 2004, CirTran Corp.'s balance sheet shows a  
stockholders' deficit of $4,563,087 compared to a deficit of  
$4,941,251 at December 31, 2003.


COLLINS & AIKMAN: S&P Lowers Credit Rating to B+ & Debt to B-
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Collins & Aikman Floorcoverings Inc. to 'B+' from 'BB-',
and lowered its subordinated debt rating on the company to 'B-'
from 'B'.  The ratings were removed from CreditWatch, where they
were placed May 3, 2004.

The downgrade, which follows Standard & Poor's review of the
company, reflects Collins & Aikman Floorcoverings' declining
revenues and margins and its deteriorating credit protection
measures.

The bank loan rating on the company was also lowered to 'B+' from
'BB-' and assigned a recovery rating of '4', which indicates
Standard & Poor's expectation that lenders will recover a marginal
amount of principal (25%-50%) in a bankruptcy scenario.

The outlook on Collins & Aikman Floorcoverings is stable. Total
debt outstanding at May 1, 2004, was about $209.3 million.

The company's results for fiscal 2004 (ended Jan. 31) were hurt by
challenging economic conditions and by weakness in most of its end
markets, particularly the corporate market, which accounted for
about 35% of revenues for the year.  Although fiscal 2004 revenues
declined by only 3.1%, the operating margin dropped significantly-
-to 12.9% from 22.7% the year before.  

The main reasons for the margin compression and weakened credit
measures were:

   (1) Higher raw material costs;

   (2) unabsorbed fixed overhead costs; and

   (3) higher selling, general, and administrative expenses.

Lease-adjusted EBITDA interest coverage was 1.8x for fiscal 2004,
compared to 2.9x the year before.  Leverage increased to 5.5x from
3.2x.

"Although so far this year the company's revenues are ahead of
those for the previous year, it is uncertain when credit
protection measures will return to historical levels," said
Standard & Poor's credit analyst Susan Ding.

The ratings on Collins & Aikman Floorcoverings Inc. reflect its
leveraged financial position and its participation in the highly
competitive and cyclical carpet industry.  These factors are
offset by the firm's solid niche market position in the domestic
commercial carpet market and by its diversified customer base.

The company is the leading manufacturer of vinyl-backed commercial
floor covering in the U.S. and has the No. 1 market position in
the six-foot roll carpet segment, which is growing faster than
other areas.  The company has diversified its product offerings
into the high-end broadloom market through strategic acquisitions,
primarily the purchases of Crossley Carpet Mills, which serves the
Canadian market, and Monterey Carpets, which provides access to
the high-end commercial segment of the broadloom carpet industry.  
Collins & Aikman Floorcoverings has a fairly diverse end market,
however, its clients in government, education, and health care
accounted for more than 50% of its 2004 revenues, and these areas
have been hurt by the weak economy.


COLLINS & AIKMAN: S&P Puts B+ Rating on $375MM Credit Facilities
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' senior
secured rating and '4' recovery rating to Troy, Michigan-based
Collins & Aikman Products Co.'s proposed $675 million senior
secured credit facilities.  The senior secured and recovery
ratings indicate the likelihood of mediocre recovery of principal,
25%-50%, in the event of a default or bankruptcy, based on an
assessment of the company's enterprise value under a simulated
distressed scenario.  Collins & Aikman Corp., the company's
parent, will guarantee the credit facility.

At the same time, Standard & Poor's affirmed the 'B+' corporate
credit rating of Collins & Aikman. Total debt is about
$2.2 billion, including various receivables sale programs and the
present value of operating leases.  The outlook is negative.

The new credit facility will refinance Collins & Aikman Products'
existing $625 million secured credit facility, which expires
December 2005, improving financial flexibility by extending debt
maturities.  The new facility will consist of a $150 million
revolving credit facility and a $125 million supplemental
revolving credit facility maturing in 2009, and a $400 million
term loan maturing 2011.  The term loan is being increased from
the existing facility, by $50 million, to provide for a reduction
in revolving credit borrowings.

"This, combined with proposed covenant revisions, will modestly
enhance the company's available liquidity," said Standard & Poor's
credit analyst Martin King.  But he added, "The negative outlook
reflects our concerns that the company's balance sheet is highly
leveraged and that continued weak cash flow generation, pricing
pressures, new business launch costs, persistently high raw-
material costs, or weakened end-market demand could add financial
stress.  These factors could raise liquidity concerns and result
in a downgrade."

Collateral will be identical to the existing facilities, including
a pledge of domestic assets and 65% of the stock of foreign
subsidiaries.

Collins & Aikman is a major producer of vehicle interior products,
including instrument panels, carpet, and plastic components.


CONEXANT SYSTEMS: S&P Affirms B Rating with Negative Outlook
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Conexant
Systems Inc. to negative from stable while affirming its 'B'
corporate credit rating on the company.

"The action reflects price pressures and weakening market
conditions, which are likely to constrain the company's
profitability in coming quarters," said Standard & Poor's credit
analyst Bruce Hyman.

The Company will reduce staff by 13% and take an undisclosed
restructuring charge.  Ratings continue to reflect Conexant's high
leverage, aggressive competitors, and challenges related to rapid
technology evolution, which are only partly offset by the
company's good positions in its key markets.

Based in Red Bank, New Jersey, Conexant is the result of a March
1, 2004, merger between Red Bank-based GlobespanVirata Inc. and
Newport Beach, California-based Conexant.  The company is a major
supplier of digital subscriber line semiconductors, digital set-
top box components, voiceband modems, and broadcast video encoders
and decoders.


CORPORATE BACKED: S&P Further Junks 2001-6 Trust Certificates
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on all
classes of certificates issued by Corporate Backed Trust
Certificates Series 2001-6 Trust and Corporate Backed Trust
Certificates Series 2001-19 Trust.

The lowered ratings follow the July 19, 2004 lowering of the
corporate credit and senior unsecured ratings on Delta Air Lines,
Inc.  Both Corporate Backed Trust Certificates Trusts, series
2001-6 and series 2001-19, are swap-independent synthetic
transactions weak-linked to the underlying securities, Delta Air
Lines Inc.'s 8.3% senior unsecured notes due Dec. 15, 2029.  The
lowered ratings reflect the current credit quality of the
underlying securities.

                        Ratings Lowered
    
    Corporate Backed Trust Certificates Series 2001-6 Trust
$57 million corporate-backed trust certificates series 2001-6
    
                                 Rating
                    Class     To       From
                    -----     --       ----
                    A-1       CCC-     CCC
                    A-2       CCC-     CCC
                    A-3       CCC-     CCC
    
    Corporate Backed Trust Certificates Series 2001-19 Trust
  $27 million corporate-backed trust certificates series 2001-19

                                 Rating
                    Class     To       From
                    -----     --       ----
                    A-1       CCC-     CCC
                    A-2       CCC-     CCC


COXWELL BROTHERS: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Coxwell Brothers General Partnership
        206 Highway 35 South
        Rockport, Texas 78382

Bankruptcy Case No.: 04-14038

Chapter 11 Petition Date: August 10, 2004

Court: District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: Tim Coker, Esq.
                  Coker Law Office
                  637 North 3rd Avenue
                  Phoenix, Arizona 85003
                  Tel: 602-258-2611
                  Fax: 602-258-2664

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $500,000 to $1 Million

Debtor's 12 Largest Unsecured Creditors:

Entity                        Nature of Claim       Claim Amount
------                        ---------------       ------------
Thomas E Coxwell                                          $4,645

Auto Owners Ins.                                          $3,888

Jeff Coxwell                                              $3,590

Badowski & White              CPA                         $3,165

Richard T. Mead, RLS                                      $1,318

First Heating and Cooling                                 $1,150

McArthur & McGuire                                        $1,110

Arizona Dept. of Revenue      TPT taxes 2004                $564

Town of Wickenburg                                          $440

Great American Title Company                                $250

True Value Johnson Lumber                                   $131

Southwest Gas                                                $45


CSAM HIGH YIELD: Moody's Cuts Three Tranches to Lowest Junk Rating
------------------------------------------------------------------
Moody's Investors Service downgraded three tranches issued by CSAM
High Yield Focus CBO, Ltd.  The rating action was prompted by par
losses and deterioration in the credit quality of the collateral
pool, which consists primarily of non-investment grade corporate
debt obligations.

Issuer:              CSAM High Yield Focus CBO, Ltd.

Tranche Description: U.S. $9,000,000 Class A-2 Second Senior
                     Secured Notes Due 2011

Previous Rating:     Caa3 on watch for possible downgrade

Current Rating:      C


Tranche Description: U.S. $35,000,000 Class B-1 Third Senior
                     Secured Fixed Rated Notes Due 2011

Previous Rating:     Ca on watch for possible downgrade

Current Rating:      C


Tranche Description: U.S. $25,000,000 Class B-2 Third Senior
                     Secured Floating Rated Notes Due 2011

Previous Rating:     Ca on watch for possible downgrade

Current Rating:      C


DELTA AIRLINES: Fitch Junks European Enhanced Equipment Certs.
--------------------------------------------------------------
Fitch Ratings downgrades Delta Airlines European Enhanced
Equipment pass-through certificates, series 2001-2 (2001-2):

   -- Class A downgraded to 'BBB-' from 'AA';

   -- Class B downgraded to 'CCC' from 'BB+'.

The rating actions reflect Fitch's downgrade of Delta Airlines,
Inc.'s unsecured debt to 'CC' from 'CCC+' as well as Fitch's
concern that the value of some of the aircraft supporting the
2001-2 transaction could be subject to impairment in the event
that Delta files for Chapter 11 bankruptcy.

The unsecured debt downgrade 'follows the recent exchange of
contract proposals between Delta management and the Air Line
Pilots Association -- ALPA -- and the heightened risk that a
stalemate in pilot cost restructuring negotiations may ultimately
force the carrier into a Chapter 11 filing.'  

The aircraft collateral that supports the 2001-2 transaction
comprises 19 Boeing aircraft that include 11 737-800s, four 767-
300ERs, and four 777-200ERs all delivered new between 1998 and
2001.  While it is likely most of the aircraft would continue to
be essential flight assets for Delta, it is also possible that
some of the leases associated with the aircraft might be
renegotiated or rejected in the event that Delta files for Chapter
11.  Although the EETC transaction was completed post-Sept. 11
(December 2001), Fitch believes that the leases associated with
the aircraft may be at rates in excess of the current market.

Fitch's EETC rating criteria relies on the quality of the
collateral backstopping the transaction and the credit quality of
the underlying obligor.  EETC ratings are linked to the underlying
obligor's credit quality.

Delta is the third largest U.S. airline in terms of revenue
passenger miles flown.  Delta operates domestic hubs at Atlanta,
Cincinnati, Dallas-Fort Worth, and Salt Lake City.  International
gateways are located at Atlanta and New York's JFK International
Airport.  Wholly owned regional airlines Comair and Atlantic
Southeast Airlines, together with contract carriers, feed traffic
into Delta's hubs through short-haul regional jet and turboprop
operations.


DEVLIEG BULLARD: Bourn & Koch Bids $13.3MM for Non-Tooling Assets
-----------------------------------------------------------------
DeVlieg Bullard II, Inc., asks the U.S. Bankruptcy Court for the
District of Delaware for authority to sell substantially all of
its assets relating to DeVlieg Bullard Services Group and the
company's Machine Tool Group.  The Debtor's Tooling System
Division's assets are not included in this Sale Transaction.

Before the Debtor filed for chapter 11 protection, it initiated a
strategic and aggressive effort to sell its operating assets on a
going concern basis.  Mesirow Financial, retained as the Debtor's
investment banker for the Sale, contacted 250 potential financial
and strategic buyers.  Bourn & Koch, Inc., delivered the highest
and best offer to the company and DeVlieg tapped Bourn & Koch as
its stalking horse bidder.

The Debtor agrees to sell substantially all of its assets to Bourn
& Koch for $13,350,000.  Bourn & Koch made an initial deposit of
$50,000 currently held in escrow.  In connection with the asset
sale, Bourn & Koch agrees to assume, pay, perform and discharge
and hold DeVlieg harmless for:

   a) all liabilities and obligations of DeVlieg from and after
      the Closing Date under all Assumed Contracts;

   b) all Cure Amounts related to any Assumed Contracts; and

   c) all liabilities and obligations of DeVlieg arising from
      and after the Closing Date under the Acquired Purchase
      Order.

The Sale is subject to better and higher offers at an auction. In
the event that Bourn & Koch is overbid by another bidder, Bourn &
Koch is entitled to a $280,000 breakup fee.

Headquartered in Machesney Park, Illinois, DeVlieg Bullard II,
Inc. -- http://www.devliegbullard.com/-- is a provider of 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. Dela. 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 listed
both estimated debts and assets of over $10 million.


DIRECTED ELECTRONICS: Moody's Affirms B2 Senior Implied Rating
--------------------------------------------------------------
Moody's Investors Service affirmed the debt ratings of Directed
Electronics, Inc. following the company's signing of an agreement
to purchase Definitive Technology ("Definitive"). Moody's
recognizes the meaningful risks presented by the debt-financed
acquisition, particularly given Definitive's low market share in a
fragmented industry and its high customer concentration.
Nonetheless, the ratings affirmation reflects the leverage-neutral
structure of the acquisition, its alignment with Directed
Electronics 's long-term strategies and strong cash flow
characteristics, and its consistency with Moody's expectations as
outlined in our original rating assessment (June 4, 2004). The
ratings outlook remains stable.

These ratings were affirmed:

   * Senior implied rating, at B2;

   * $25 million senior secured revolving credit facility due
     2009, at B2;

   * $156 million senior secured term loan facility due 2010, at
     B2;

   * Senior unsecured issuer rating, B3.

Proceeds from a proposed $45 million increase in Directed
Electronics' term loan facility, combined with $6 million in cash
equity contribution from majority-owner Trivest, will fund the
company's acquisition of Definitive.  The transaction is leverage-
neutral based on Definitive's pro forma LTM June 2004 EBITDA and
the new equity contribution.  Definitive is a marketer and
distributor of premium loudspeakers sold for home usage through
specialty electronics retailers, and had LTM sales of
approximately $25 million.

The debt-financed nature of the acquisition at nearly 2x sales
could present significant financial challenges to Directed
Electronics if Definitive is unable to achieve its historical and
targeted profit levels.  In this regard, Moody's notes with
caution that Definitive maintains a modest 5.9% market share in a
highly fragmented industry, which includes better-known brands and
is subject to potential technology shifts and adverse consumer
spending trends.  Further, Definitive maintains a highly
concentrated customer base.

Notwithstanding these concerns, the rating affirmation and stable
outlook reflect the general alignment of the acquisition with
Directed Electronics' long-term financial and operational goals.
Importantly, Moody's had anticipated in our original rating
assignment that Directed Electronics would seek further
investments to support product extension and sales growth.
Moreover, the rating action recognizes Definitive' long-standing
customer relationships, its premium brand, and its flexible
outsourced operational platform.  These factors are similar to
Directed Electronics' core car security and convenience
businesses, and are expected to bolster Directed Electronics 's
already strong cash flow profile.  Growth potential is expected to
be driven by underlying strong demand increases for home theater
systems and flat screen televisions, as well as by cross-selling
opportunities given Directed Electronics 's large customer base
and Definitive' acoustic product expertise.

Directed Electronics' ratings remain constrained by:

   (1) its high debt levels, largely assumed to fund a special
       shareholder dividend earlier this year;

   (2) its historically narrow vehicle security product focus; and

   (3) concerns regarding its ability to continue the recent trend
       of replacing its lower-cost "one way" security systems with
       new value-added products, such as higher-priced "two way"
       hybrid security systems.

Directed Electronics' credit profile continues to benefit from its
leading market position in the security and convenience segment of
the automotive aftermarket.  The company's strong market share,
estimated at around 40%, is supported by its known brands,
patented technologies, and established customer relationships
(with high service levels).  Directed Electronics' ratings also
recognize the advantages of its diversified distribution base of
around 3,200 retailers, many of which sell Directed Electronics 's
products exclusively in the category.  The company's outsourced
production, and receipt of a significant portion of revenues
through credit card and cash-based transactions, result in
relatively strong free cash flow generation.  Under the direction
of a capable and experienced management team, Directed Electronics
has consistently introduced innovative new products to grow sales
and enterprise value, and has used free cash flow for modest and
strategically aligned acquisitions, as well as for debt reduction.

The stable ratings outlook reflects the expectation that Directed
Electronics will maintain or build upon its pro forma credit
measures: debt-to-EBITDA around 5.0x, EBITDA less capex interest
coverage in excess of 2.0x and high-single digit free cash flow as
a percentage of funded debt.  Moody's expects management to
sustain its strategic direction, which is centered on growth in
its core categories and distribution channels (supported by
technological leadership), further penetration of audio and video
categories, and product and distribution expansion, with a
concurrent focus on cash flow and debt reduction capacity.  
Potentially offsetting these gains is the possibility for greater
than anticipated promotion and investment spending to maintain
sales momentum.

Moody's could consider positive rating actions if Directed
Electronics achieves a successful integration of Definitive,
sustains its currently strong operating momentum in its core
business with well-received new product launches (particularly in
diversifying categories), and reduces its leverage ahead of
schedule.  Negative ratings actions could be considered if
Directed Electronics changes its strategic direction or sustains a
reversal in profitability measures (potentially from changes in
technology, market demand, category participation by auto
manufacturers, competitive activities, or retail relationships).  
In particular, unfavorable developments that impede debt reduction
or compromise the company's liquidity position could prompt a
rating downgrade, while leverage below 4.5x and double-digit free
cash flow could support higher ratings levels.

Directed Electronics, Inc., with corporate headquarters in Vista,
California, is a leading designer and manufacturer of consumer
branded vehicle security and convenience systems.  The company's
recognized brands, including Viper, Clifford and Python, are sold
and installed through a diverse distribution network that includes
over 3,200 retailers.  The company was purchased by Trivest
Partners in December 1999.  Pro forma sales, including the
Definitive acquisition, for the latest twelve-month period ended
June 2004 were approximately $173 million.


DLJ MORTGAGE: Fitch Affirms Low-B Ratings on Two Classes
--------------------------------------------------------
Fitch Ratings has affirmed six classes from DLJ Mortgage
Acceptance Corporation mortgage pass-through certificates, series
1993-19:

   DLJ Mortgage Acceptance Corporation mortgage pass-through
   certificates, series 1993-19

      -- Class A affirmed at 'AAA';
      -- Class M affirmed at 'AAA';
      -- Class B1 affirmed at 'AA+';
      -- Class B2 affirmed at 'BBB+';
      -- Class B3 affirmed at 'BB+';
      -- Class B4 affirmed at 'B'.

Affirmations on the classes reflect credit enhancement consistent
with future loss expectations.


ELANTIC TELECOM: Hires Navigant Consulting as Financial Advisors
----------------------------------------------------------------
Elantic Telecom, Inc., asks the United States Bankruptcy Court for
the Eastern District of Virginia for permission to employ Navigant
Consulting, Inc., as its financial advisors.

Navigant Consulting is expected to:

  (a) provide general financial advice to the Debtor with
      respect to its business operations, properties, financial
      condition and  restructuring prospects;

   b) advise and assist the Debtor in the formulation and review
      of business plans and forecasts;

   c) advise and assist the Debtor in assessing the value of
      certain assets and/or business units;

   d) advise and assist the Debtor in developing, identifying
      and evaluating any proposed restructuring transactions;

   e) advise and assist the Debtor in connection with the
      formulation, negotiation, preparation and confirmation of
      any plan or plans of reorganization in this case;

   f) advise and assist the Debtor in (i)negotiating, analyzing
      and formulating any debtor-in-possession financing
      facilities or amendments thereto, (ii) any exit financing
      facilities required in connection with the implementation
      of a plan of reorganization or other financing
      transactions;

   g) provide expert testimony, as needed, in connection with
      hearings relating to matters for which NCI has advised the
      Debtor, including any hearing on the confirmation of a
      plan of reorganization;

   h) advise and assist the Debtor on all bankruptcy-related tax
      matters concerning federal, state and local taxing
      authorities;

   i) advise and assist the Debtor on all bankruptcy-related
      reports including but not limited to monthly operating
      reports; and

   j) provide other financial advisory services in this Chapter
      11 case as requested by the Debtor.

Navigant Consulting professionals will charge the Debtor their
current hourly rates:

         Professionals                  Hourly Rate
         -------------                  -----------
         Suzanne B. Roski               $300
         Guy A. Davis                    330
         Principals/Managers             220 - 280
         Senior Consultants/Consultants  185 - 200
         Associates                      140 - 155
         Other Support Staff              60 - 110

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


ENRON CORP: Asks Court to Extend Removal Period to December 6
-------------------------------------------------------------
Enron Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to extend
their time to elect to remove prepetition lawsuits to the Southern
District of New York from other state and federal courts.  Enron
asks that the removal period for the First Debtors to be exptended
to December 6, 2004, and for each Subsequent Debtor to an
additional 90 days from the current deadline.  

The Debtors still have not completed their evaluation of the
merits of removing certain actions and require additional time to
do so.

Melanie Gray, Esq., at Weil, Gotshal & Manges, LLP, in New York,
relates that the right to remove civil actions is a valuable
right that the Debtors do not want to lose inadvertently.

"The Debtors are in the process of finalizing their review of all
of their records to determine whether they need or should remove
any claims or civil causes of action pending in other courts,"
Ms. Gray assures Judge Gonzalez.

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 Glencore Settlement Agreement
---------------------------------------------------------------
Enron Capital & Trade Resources International Corporation, Enron
North America Corporation, Enron Fuels International, Inc., and
Enron Liquids, Inc., on one hand, and Glencore AG, Glencore
International AG and Glencore Commodities, Ltd., on the other
hand, entered into certain prepetition physical and financial
trading agreements.  As credit support for the Contracts, Enron
Corporation issued certain guaranty agreements.

Frank A. Oswald, Esq., at Togut, Segal & Segal, LLP, in New York,
relates that the Glencore Entities filed five proofs of claim in
the Debtors' cases:

   Claim No.   Claim Amount     Debtor
   ---------   ------------     ------
     14141       $7,676,422     ENA
     14133          873,165     Enron Fuels
     14135        1,832,716     Enron Capital
     14132          873,165     Enron
     14134        1,175,583     Enron Capital

The Enron Contract Parties and the Glencore Entities have entered
into a Settlement Agreement, which provides that:

   (i) the Glencore Entities will pay the Debtors $3,200,000 as
       consideration for the release and full and final
       settlement of all claims;

  (ii) the Contracts will be terminated;

(iii) the Guarantees will be deemed withdrawn and revoked;

  (iv) Claim No. 14141 will be reduced and allowed as a
       general unsecured claim for $3,790,343, Claim No. 14133
       will be reduced and allowed as a general unsecured claim
       for $741,322, and Claim Nos. 14132, 14134 and 14135 will
       be deemed withdrawn; and

   (v) all scheduled liabilities in favor of the Glencore
       Entities will be deemed irrevocably withdrawn, with
       prejudice.

Mr. Oswald tells the Court that the Settlement Agreement resolves
any and all disputes between the parties relating to the
Contracts, Guaranties and the Glencore Claims.  In addition, the
Settlement Agreement allows the Debtors to capture value for their
estates and creditors, and will enable the Debtors to avoid the
expense of future litigation regarding the Contracts, Guaranties
and Glencore Claims.

Accordingly, pursuant to Rule 9019 of the Federal Rules of
Bankruptcy Procedure, the Debtors ask the Court to approve the
Settlement Agreement they entered into with the Glencore
Entities.

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)


EVERGREEN CARDIOLOGY: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Evergreen Cardiology Care Center PS
        8301 161st Avenue, North East Suite 302
        Redmond, Washington 98052

Bankruptcy Case No.: 04-20652

Chapter 11 Petition Date: August 12, 2004

Court: Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: Lawrence K Engel, Esq.
                  106 West Roy Street
                  PO Box 9598
                  Seattle, Washington 98109
                  Tel:(206) 352-6000

Estimated Assets: $0 to $50,000

Estimated Debts: $2,192,738

Debtor's 20 Largest Unsecured Creditors:

Entity                                              Claim Amount
------                                              ------------
Banner Bank                                             $529,015
PO Box 645
Woodinville, Washington 98072

Summit Leasing                                          $303,153
117 North 3rd Street Suite 201
Yakima, Washington 98907

L&C Capital Kennedy Schuck Harris & Millern PLLC        $269,488
11100 Northeast 8th Street Suite 710
Bellevue, Washington 98004

Finney, Falk & Lawrence-Berrey & Naught                  $31,587

Sound Management Billing Services Inc.                   $30,000

Pia Schalin                                              $30,000

MED Staff Inc.                                           $25,586

Accounttemps                                             $24,793

MED Staff Inc.                                           $23,532

Toyer & Associates CPA's Inc. P.S.                       $17,569

Imperial Business Credit Inc.                            $16,139

Woods & Associates                                       $11,970

Siemans Medical Solutions USA, Inc.                      $11,820

BDO Seidman                                              $10,946

Gordon Murray & Tilden                                    $6,360

Office Team                                               $5,316

First Bankcard                                            $5,077

Michael Eulberg                                           $4,160

McKesson General Medical Corporation                      $3,521

Radford & Company                                         $3,393


FALCON NEST: Section 341(a) Meeting Slated for September 8, 2004
----------------------------------------------------------------
The United States Trustee for Region 17 will convene a meeting of
Falcon Nest, LLC's creditors at 2:00 p.m., on September 8, 2004 in
Room 550 at 600 Las Vegas Boulevard South in Las Vegas, Nevada.  
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 Las Vegas, Nevada, Falcon Nest, LLC, filed for
chapter 11 protection on August 9, 2004 (Bankr. Nev. Case No.
04-18579).  Alan R. Smith, Esq., in Reno, represents the Company
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it discloses more than $10 million
in assets and less than $10 million in debts.


FFCA SECURED: Fitch Junks Four Classes Due to Loan Defaults
-----------------------------------------------------------
Fitch Ratings downgrades FFCA Secured Franchise Loan Trust
Certificates, series 1999-2 & series 2000-1:

   Series 1999-2

      -- Class A-1b to 'BBB' from 'A';
      -- Class IO to 'BBB' from 'A';
      -- Class B-1 to 'BB' from 'BBB';
      -- Class B-2 to 'BB' from 'BBB';
      -- Class C-1 to 'B+' from 'BB+';
      -- Class C-2 to 'B+' from 'BB+';
      -- Class D-1 to 'B' from 'BB';
      -- Class D-2 to 'B' from 'BB';
      -- Class E-1 to 'CCC' from 'B';
      -- Class E-2 to 'CCC' from 'B'.

The class A-1a and A-2 are affirmed at 'A' and all classes are
removed from Rating Watch Negative.  The class A-1c is affirmed at
'AAA' on the strength of the MBIA insurance policy.

   Series 2000-1

      -- Class IO to 'BBB' from 'AAA';
      -- Class B to 'BB' from 'BBB-';
      -- Class C to 'B' from 'BB-';
      -- Class D to 'CCC' from 'B';
      -- Class E to 'CC' from 'CCC'.

All above classes are removed from Rating Watch Negative.  Classes
A-1 and A-2 are affirmed at 'AAA' on the strength of the MBIA
wrap.

The downgrades are the result of expected losses on loan defaults
and expected defaults on severely delinquent loans in both
transactions.  Fitch's analysis incorporated stressed recovery
rates on these loans as well as an expected reduction in
collateral available to support these notes tied to the
reimbursement of outstanding servcicer advances on these loans

Class E-2 in the series 1999-2 and class E in the series 2000-1
currently have interest payment shortfalls.


FLEMING COMPANIES: U.S. Trustee Gets Revised Fee Application
------------------------------------------------------------
Christian J. Singewald, Esq., at White and Williams, LLP, in
Wilmington, Delaware, informs Judge Walrath that the United
States Trustee requested that the fees of the attorneys for the
Ad Hoc Committee be separated into five categories of
"substantial contribution" to represent "project categories"
within the meaning of Rule 2016-2(d)(i) of the Delaware Local
Rules.  The Ad Hoc Committee has complied and provides this
detail:

A. Project Category 1: Pay-Down Motion

    These services included organizing the Ad Hoc Committee,
    responding to the Pay-Down Motion and negotiating the order
    for pay-down.  Time incurred by Piper Rudnick professionals
    under Project Category 1 commenced on November 3, 2003 and
    ended on December 2, 2003.  About 85.4 hours were spent, which
    is equal to $33,132 in fees.

B. Project Category 2: Reclamation Motion

    These services included responding to the Fleming Companies
    and its debtor-affiliates' request to determine that
    reclamation claims have no value, and negotiating an order.
    During this time, the Ad Hoc Committee also engaged Blank Rome
    as Delaware local counsel.

    Time incurred in Project Category 2 commenced on December 1,
    2003 and ended on December 16, 2003.

      Firm           No. of professionals   Hours     Total Fees
      ----           --------------------   -----     ----------
      Piper Rudnick            6            207.9       $80,680
      Blank Rome               3             24.0         5,295

C. Project Category 3: Replacement Financing and Litigation
    Preparation

    These services included responding to the Replacement
    Financing Motion and preparing for litigation regarding the
    motion and regarding plan treatment of reclamation claims.
    These services comprise the majority of the services
    performed on behalf of the Ad Hoc Committee.  Services also
    included responding to the adversary proceedings commenced
    against reclamation claimants by the Debtors after the
    Reclamation Motion was defeated.  All of these raised again
    the Valueless Issue, which would have affected every
    reclamation claimant and which require preparation for
    full-scale litigation.

    In early February 2004, the Ad Hoc Committee retained J.H.
    Cohen as its financial advisor to assist in valuations and
    strategies relevant to the Replacement Financing Motion, the
    Valueless Issue in general and the plan of reorganization.

    The time spent and fees incurred on Project Category 3
    commenced on December 16, 2003 and continued to the end of the
    professionals' representation of the Ad Hoc Committee.

      Firm           No. of professionals   Hours     Total Fees
      ----           --------------------   -----     ----------
      Piper Rudnick           23            1,390      $537,536
      Blank Rome               9              165        43,627

D. Project Category 4: Objections and negotiations regarding
    Plan and Disclosure Statement

    These services included reviewing, analyzing and objecting to
    the Disclosure Statement and to the Plan treatment of
    reclamation claims.  During this time, negotiations also
    began between the Debtors and the Ad Hoc Committee for global
    resolution of reclamation claims.  These negotiations
    continued after appointment of the Official Committee of
    Reclamation Creditors and resulted in the final, confirmable
    Plan.

    Time entries incurred on Project Category 4 commenced on
    January 6, 2004 and continued through the end of the
    professionals' representation of the Ad Hoc Committee.

      Firm           No. of professionals   Hours     Total Fees
      ----           --------------------   -----     ----------
      Piper Rudnick            9              227       $95,044
      Blank Rome               5               33         9,040

E. Project Category 5: Motion to Appoint Official Committee of
    Reclamation Claimants and Formation

    These services included reaching the conclusion that a
    Reclamation Claimants Committee was necessary, making the
    motion for appointment of the committee, responding to
    objections and addressing committee formation issues.
    Services in connection with identifying and retaining a
    financial advisor are also included in this project category.

    Time incurred on Project Category 5 commenced on January 6,
    2004 and continued until February 9, 2004.

      Firm           No. of professionals   Hours     Total Fees
      ----           --------------------   -----     ----------
      Piper Rudnick            6              141       $59,503
      Blank Rome               3               27         6,534

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)


FORT WASHINGTON: S&P Puts Senior Debt Ratings on Positive Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the
senior and second priority senior notes issued by Fort Washington
CBO I, a high-yield arbitrage CBO transaction managed by Fort
Washington Investment Advisors Inc., on CreditWatch with positive
implications.

The CreditWatch placements reflect an increase in the level of  
overcollateralization available to support the senior and second
priority senior notes since the last rating action on April 24,
2003.  Since the last rating action, the transaction has paid down
a total of $78.936 million to the senior notes, $30.967 million of
which was paid most recently on the June 2004 payment date.

Standard & Poor's will be reviewing the results of current cash
flow runs generated for Fort Washington CBO I to determine the
level of future defaults the rated tranches can withstand under
various stressed default timing and interest rate scenarios, while
still paying all of the rated interest and principal due on the
notes.  The results of these cash flow runs will be compared with
the projected default performance of the transaction's current
collateral pool to determine whether the ratings assigned are
commensurate with the level of credit enhancement currently
available.
   
    Ratings Placed On Creditwatch With Positive Implications
   
                     Fort Washington CBO I

                                        Rating
                                 To               From
                                 --               ----                     
            Senior               A/Watch Pos      A
            2nd priority senior  BB-/Watch Pos    BB-
   
Transaction Information

Issuer:            Fort Washington CBO I
Co-issuer:         Fort Washington CBO Corp. I
Current Manager:   Fort Washington Investment Advisors Inc.
Underwriter:       Goldman Sachs
Trustee:           JPMorganChase Bank
Transaction type:  High-yield arbitrage CBO
   
   Tranche                 Initial   Last        Current
   Information             Report    Action      Action
   -----------             -------   ------      -------
   Date (MM/YYYY)          07/2000   04/2003     08/2004

   Senior note rating      AA        A           A/Watch Pos
   Senior note bal.        $192.5mm  $179.285mm  $100.349mm
   2nd Prior. sr. nt rtg   BBB-      BB-         BB-/Watch Pos
   2nd Prior. sr. nt bal.  $16.25mm  $16.25mm    $16.25mm
   Senior par value test   125.6%    116.2%      134.4%
   Senior par value min.   117.0%    117.0%      117.0%
   2nd prior. par val test 115.8%    106.6%      115.7%
   2nd prior. par val min  111%      111%        111%
    
   Portfolio Benchmarks                       Current
   --------------------                       -------
   S&P Wtd. Avg. Rtg. (excl. defaulted)       B
   S&P Default Measure (excl. defaulted)      5.26%
   S&P Variability Measure (excl. defaulted)  3.20%
   S&P Correlation Measure (excl. defaulted)  1.10
   Wtd. Avg. Coupon (excl. defaulted)         9.03%
   Oblig. Rtd. 'BBB-' and above               13.44%
   Oblig. Rtd. 'BB-' and above                35.25%
   Oblig. Rtd. 'B-' and above                 77.98%
   Oblig. Rtd. in 'CCC' range                 13.15%
   Oblig. Rtd. 'CC', 'SD' or 'D'              8.86%
   Obligors on Watch Neg. (excl. defaulted)   0.72%
    
   S&P Rated OC (ROC)        Current
   ------------------        -------
   Senior notes              112.00% (A/Watch Pos)
   2nd priority sr. notes    105.7% (BB-/Watch Pos)


GRAND PARK HOMES: Case Summary & 9 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Grand Park Homes Inc.
        8539 West Avenue L
        Lancaster, California 93536

Bankruptcy Case No.: 04-15443

Type of Business: The Debtor is a mobile home owner and operator.

Chapter 11 Petition Date: August 12, 2004

Court: Central District of California (San Fernando Valley)

Judge: Kathleen T. Lax

Debtor's Counsel: Steven R. Fox, Esq.
                  Law Offices of Steven R. Fox
                  17835 Ventura Boulevard #206
                  Encino, CA 91316
                  Tel: 818-774-3545

Total Assets: $1,100,000

Total Debts:  $1,270,000

Debtor's 9 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Edward R. Jagels              Lawsuit                   $200,000

Hayden Hamilton               Loan                      $100,000

Thomas S. McIntosh            Attorney Fees for          $14,000
                              Receiver

Olaf Landsgaard               Attorney Fees              $12,000

Joseph F. Etienne             Receiver                   $12,000

Valley Press                  Vendor                      $1,300

Jims Plumbing                 Vendor                      $1,100

State of California           Vendor                        $558

Blushu Electric               Vendor                        $400


HAYNES INTERNATIONAL: Court Confirms Amended Reorganization Plan
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana
confirmed Haynes International, Inc.'s First Amended Joint Plan of
Reorganization, as modified. At a hearing yesterday in
Indianapolis, the Honorable Anthony J. Metz III ruled that Haynes
had met all of the necessary statutory requirements to confirm its
Plan. With this action, Haynes is set to complete its
reorganization and emerge from Chapter 11 protection by the end of
August.

Haynes President and Chief Executive Officer Francis J. Petro
said, "We appreciate the strong support of our Plan of
Reorganization by the Creditors Committee, Blackstone and our
lenders. They have been cooperative and constructive partners
throughout our reorganization process." Mr. Petro continued, "We
confirmed our Chapter 11 Plan of Reorganization in less than five
months, which is a remarkable achievement. The result is a
testament to the outstanding effort put forth by the senior
management team, our employees, our creditors and major equity
holder. All of these groups contributed greatly to the successful
restructuring of Haynes and should be commended for their
efforts."

As previously reported, the Plan of Reorganization incorporates
the terms of the restructuring agreement reached prepetition,
which provides that holders of Haynes' Senior Notes will exchange
$140 million of 11-5/8% Senior Notes due September, 2004 for 96%
of the equity in the reorganized company. Haynes is privately held
and its current majority equity holder has agreed to the
cancellation of its current equity interests in exchange for its
pro rata share of 4% of the equity in the reorganized company
which, upon the Company's emergence from Chapter 11, will be
distributed to the current holders of the Company's common stock.
The Plan of Reorganization provides that the Company's trade
creditors will be paid in full in cash when their claims are
ultimately allowed.

Upon the Company's emergence from Chapter 11, the previously
announced modification of Haynes' collective bargaining agreement
with the USWA will become effective. Haynes has received a
commitment for $100 million in exit financing from Congress
Financial Corporation (Central), which will be immediately
available upon emergence as well.

The Plan contains financial projections through fiscal year 2006.
As set forth in those projections, Haynes is optimistic that the
positive financial trends that it has experienced in recent months
will continue, including increased sales in each of its major
markets. "As we emerge from Chapter 11, we intend to continue to
service our customers and capitalize on the increased customer
demand for our products. We are confident that with continued
support from our vendors and the $100 million exit financing that
we have arranged, we will be able to grow our business," Mr. Petro
said.

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


HI-RISE RECYCLING: Files for Chapter 11 Protection in N.D. Ohio
---------------------------------------------------------------
Hi-Rise Recycling Companies, Inc., has initiated Chapter 11
proceedings in Canton, Ohio to implement a sale of the assets of
the Company, as agreed to by representatives of Hi-Rise's secured
lender and its shareholder.

The Company has entered into an asset sale agreement with
Wastequip Manufacturing Company, a wholly owned subsidiary of
Wastequip, Inc., headquartered in Cleveland, Ohio, subject to the
requirements of the U.S. Bankruptcy Code.

Pending closing of the sale, G.E. Capital has agreed to provide
Hi-Rise with a financing facility -- known as debtor-in-possession
financing -- which will assure that Hi-Rise will have liquidity
sufficient to continue to fund operations.

Dennis Donahue, President and Chief Executive Officer, stated
that, "We regret very much that Hi-Rise needed to file for
bankruptcy. Operational disruptions resulting from increasing
steel prices and selected supply shortages together with a heavy
debt burden made it impossible for the Company to pay all of its
normal obligations and service the debt. However, we are pleased
that we were able to negotiate a sale agreement that should allow
the businesses to continue to operate."

Under the terms of the asset purchase agreement, Wastequip will
purchase all of the inventories and most of the plant, property
and equipment of Hi- Rise. Under the provisions of Section 363 of
the Bankruptcy Code, Hi-Rise will seek competing bids prior to
closing a sale to Wastequip.

As a result of the contemplated quick sale, Hi-Rise expects
minimal disruption to its ongoing operations, thereby avoiding
much of the expense, delay and uncertainty typically associated
with a Chapter 11 proceeding. "Consequently" continued Mr.
Donahue, "Hi-Rise will be able to turn its full attention to
continuing to design and produce high quality waste handling
equipment for its customers. We are very grateful to our employees
and business partners for their hard work and support."

Hi-Rise Recycling Companies, Inc. is a leader in the manufacture
and distribution of industrial recycling and waste handling
equipment in North America. The Company's products include small
containers, roll-off containers, trash compaction systems and
related products. The Company sells to waste hauling companies,
distributors, and municipal governments.


HI-RISE RECYCLING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Hi-Rise Recycling Companies, Inc.
             dba AG Products
             dba BesPac Waste Handling Equipment
             dba DeVivo Industries
             dba Hesco Sales
             dba MidSouth Sales
             148 East Liberty Street, Suite 210
             Wooster, Ohio 44691

Bankruptcy Case No.: 04-64352

Type of Business: The Debtor manufactures and distributes
                  industrial recycling and waste handling
                  equipment in North America.
                  See http://www.hiriserecycling.com/  

Chapter 11 Petition Date: August 16, 2004

Court: Northern District of Ohio (Canton)

Debtor's Counsel: Lawrence E. Oscar, Esq.
                  Hahn Loeser & Parks LLP
                  200 Public Square
                  BP America Building, #3300
                  Cleveland, OH 44114-2301
                  Tel: 216-274-2229
                  Fax: 216-274-2429

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
General Electric Capital      Loan                   $14,082,548
Corporation
401 Merritt Seven
Norwalk, CT 065856

Reliance Metal Center         Trade debt                $545,057
P.O. Box 2791
Phoenix, AZ 85034

South Atlantic Steel          Trade debt                $223,097

Certified Steel               Trade debt                $188,963

Allied-Crawford Steel         Trade debt                $115,919

Mid-West Materials, Inc.      Trade debt                $110,914

Premier Steel Inc.            Trade debt                $105,376

TPL Metals Corp.              Trade debt                $102,651

Valley Steel Supply, LLC      Trade debt                $101,380

Smith Pipe & Steel            Trade debt                 $93,101

Globenet Metals, LLC          Trade debt                 $81,905

Tube Service Company          Trade debt                 $74,829

Greenleaf International       Trade debt                 $72,184

O'Neal Steel, Inc.            Trade debt                 $67,803

56 Industries Inc.            Trade debt                 $58,698

American Steel and Aluminum   Trade debt                 $57,839

J.C. Pacific Trading Co.      Trade debt                 $54,917

Lakeside Sheet & Struct. Inc  Trade debt                 $51,214

World Steel, Inc.             Trade debt                 $50,083

Holox Ltd.                    Trade debt                 $40,589


HUDSON'S BAY: Talbot Says Target Should Buy Zeller's Division
-------------------------------------------------------------
On the August 13 edition of Canada's Business Report, host Robert
Graham reacted to a published report that Hudson's Bay Company is
in talks to sell all or part of its operations to American
discount retailer Target Corporation.

Graham speaks with Richard Talbot of the retail consulting firm
Talbot Consultants International.  Talbot tells Canada's Business
Report, "I think that the Bay would certainly be interested in
selling its Zeller's division, and Target is the logical buyer.
Target is really the only successful competition to Wal-Mart...
It's my belief that Target is absolutely the right format for
Canada."

Also on that program, Graham gets some analysis of the stock
market trade and latest economic data with Kate Warne, Canadian
market strategist at Edward Jones.  Jim Stanford, economist at the
CAW, jumps aboard the CBR "SoapBox".  And, Graham updates the
efforts of Ottawa's Noble Vision Robotics in developing a high-
tech scarecrow to keep birds out of the grapes.

Executive produced by Canada NewsWire, Canada's Business Report is
the most comprehensive daily business news program on radio in
Canada.  With a focus on the stock markets, investing strategies,
corporate developments, and the health of our economy, the
nationally syndicated half-hour program is heard Monday through
Friday, live at 5:06 p.m. ET at
http://www.newswire.ca/en/cbr/index.cgi

Hudson's Bay Company (S&P, BB+ Long-Term Corporate Credit and
Senior Unsecured Debt Ratings, Negative Outlook), established in
1670, is Canada's largest department store retailer and oldest
corporation. The Company provides Canadians with the widest
selection of goods and services available through retail channels
including more than 500 stores led by the Bay, Zellers and Home
Outfitters chains. Hudson's Bay Company is one of Canada's largest
employers with 70,000 associates and has operations in every
province in Canada. Hudson's Bay Company's common shares trade on
The Toronto Stock Exchange under the symbol "HBC".


iBASIS: Closes Offer & Gets 98% Amount of Outstanding Senior Notes
------------------------------------------------------------------
On June 18, 2004, iBasis, Inc., a Delaware corporation, closed its
registered exchange offer, pursuant to which $37.3 million
aggregate principal amount of the Company's 5-3/4% Convertible
Subordinated Notes due in March 2005, representing approximately
98% of the amount of its outstanding Existing Notes, were tendered
for the same principal amount of new 6-3/4% Convertible
Subordinated Notes due in June 2009. The New Subordinated Notes
are convertible into shares of the Company's common stock, $0.001
par value per share, at $1.85 per share. Approximately $0.9
million aggregate principal amount of the Existing Notes remains
outstanding.

Simultaneously with the closing of the Exchange Offer, the Company
closed its repurchase of all $25.2 million aggregate principal
amount of its outstanding 11-1/2% Senior Secured Notes due in
January 2005, pursuant to a note repurchase, exchange and
termination agreement between the Company and the holders of the
Existing Senior Notes. The Company prepaid the aggregate principal
amount of the Existing Senior Notes plus accrued but unpaid
interest in exchange for:

    (i) cash of $26.4 million; and

   (ii) warrants exercisable for an aggregate of 5,176,065 shares
        of common stock.

These warrants have an exercise price of $1.85 per share and are
exercisable for a period of three years from June 18, 2004. The
Company intends to register the shares of common stock underlying
these warrants for resale, pursuant to the terms of a registration
rights agreement between the Company and the holders of the
Existing Senior Notes. The Company issued $29.0 million new 8%
Secured Convertible Notes due in June 2007, pursuant to a note
purchase agreement between the Company and the purchasers of the
New Secured Notes, of which $25.2 million was used to finance the
prepayment of the Existing Senior Notes. The New Secured Notes are
convertible into shares of common stock at $1.85 per share, and
mature on June 18, 2007. The Company intends to register the New
Secured Notes and the shares of common stock underlying these
notes for resale, pursuant to the terms of a registration rights
agreement between the Company and the holders of the New Secured
Notes.

                          About iBasis  
  
Founded in 1996, iBasis (OTCBB: IBAS) is a leading carrier of  
wholesale international telecommunications services and a provider  
of retail international prepaid calling cards sold through major  
distributors. iBasis customers include many of the largest  
carriers in the world, including AT&T, Cable & Wireless, China  
Mobile, China Unicom, MCI, Sprint, Telefonica, Telenor, and  
Telstra. iBasis has carried more than nine billion minutes of  
international voice traffic over its global Cisco Powered  
Network(TM), and is one of the ten largest carriers of  
international voice traffic in the world(1). For two consecutive  
years service providers have named the company as the best  
international wholesale carrier in Atlantic-ACM's annual  
International Wholesale Carrier Report Card(2). iBasis was ranked  
the #1 fastest-growing technology company in New England in the  
2002 and 2003 Technology Fast 50 programs sponsored by Deloitte &  
Touche. The Company can be reached at its worldwide headquarters  
in Burlington, Massachusetts, USA at 781-505-7500 or on the  
Internet at http://www.ibasis.com/  
  
At March 31, 2004, iBasis' balance sheet shows a stockholders'  
deficit of $51,381,000, compared to a deficit of $42,108,000 at  
December 31, 2003.


INT'L RECTIFIER: Fitch Affirms B+ Debt & BB Bank Loan Ratings
-------------------------------------------------------------
Fitch Ratings has affirmed International Rectifier Corp.'s 'B+'
senior subordinated debt and 'BB' senior secured bank credit
facility.  The Rating Outlook is Stable.  

Fitch's action affects approximately $550 million of public debt
securities.  The ratings consider the highly cyclical nature of
the semiconductor industry, characterized by significant
technology risk, intense competition, extended periods of severe
pricing pressure, and meaningful cash flow volatility.  These
factors are exacerbated by International Rectifier's small size
and stated intention to make strategic acquisitions.  Support for
the ratings includes International Rectifier's leading market
position, strong proprietary technology and solid intellectual
property portfolio, geographic and customer diversification, and
consistent free cash flow.  Also considered is the relatively low
capital spending requirements for power management semiconductors.

The Stable Rating Outlook reflects International Rectifier's solid
cash and investment position with no meaningful maturities until
July 2007.  In addition, International Rectifier's near completion
of its restructuring programs, which involved shifting and
upgrading capacity, reducing headcount, and divesting a portion of
its commodities business, have contributed to margin expansion.  
Fitch expects these factors to somewhat mitigate any intermediate
term pressure on International Rectifier's operating
profitability.  Positive operating trends continue for
International Rectifier, driven by strong semiconductor demand,
increased usage of power management semiconductors, and wider
acceptance of the company's proprietary products, which now
account for 60% of total revenues for the fiscal year ended June
30, 2004 compared to 56% in fiscal 2003.  The company has achieved
six consecutive quarters of sequential revenue growth and
operating margin expansion

In the fourth quarter ended June 30, 2004, revenues reached
approximately $300 million and operating margins exceeded 16%,
both record highs for International Rectifier, compared to
$200 million in revenues and 10% operating margins at the end of
fiscal 2002.  EBITDA nearly doubled in fiscal year 2004, resulting
in total leverage of 2.8 times (x) down from 4.6x at the end of
2003, and interest coverage increasing to 11.7x from 6.1x for the
same time period.

International Rectifier continues to benefit from end-market and
geographic diversity, and the recent semiconductor demand strength
has been broad based.  The company generates approximately 70% of
total revenues from sales to original equipment manufacturers --
OEMs, with particularly recent strong growth in the information
technology market, driven by increased design wins for notebooks,
servers, and networking which Fitch believes provides
International Rectifier with competitive advantage.  While
International Rectifier continues to make progress increasing
revenues from its proprietary products, which Fitch believes could
change their operating profile over time, the company is still
susceptible to the semiconductor cycle.  Historically, increased
capacity has driven down utilization rates, resulting in pricing
pressure and gross margin compression, even as demand growth
wanes.

International Rectifier's liquidity consists of approximately $855
million of cash and short- and long-term investments, as well as a
$150 million senior secured bank credit facility, of which
approximately $130 million was available at June 30, 2004.  The
credit agreement, which was renewed during the first fiscal
quarter of 2004, provides for a L/C sub-facility for the entire
$150 million.  In addition, International Rectifier generated
approximately $75 million and $60 million of cash in 2004 and
2003, respectively.  Fitch believes that International Rectifier
will continue to be able to fund capital expenditures from cash
from operations, and is likely to be cash flow neutral for fiscal
2005.  Total debt consists of the $550 million 4.25% convertible
subordinated notes due in 2007, which represents the company's
only meaningful maturity.


INTERNATIONAL WIRE: Confirmation Hearing Scheduled for Thursday
---------------------------------------------------------------
A hearing to consider confirmation of the Second Amended Joint
Reorganization Plan of International Wire Group, Inc., and its
debtor-affiliates and subsidiaries is scheduled for Thursday,
August 19, 2004 before the Honorable Burton R. Lifland.

As previously reported in the Troubled Company Reporter, the
Debtors' Plan proposes to swap the company's existing
Subordinated Notes for $75,000,000 of New Notes and, subject to
option-related dilution, 96% of the New Common Stock in the
Reorganized Debtor.  

Jane Sullivan at Innisfree M&A Incorporated, the Debtors' Ballot
Tabulation Agent, reports that 50 Class 3 creditors holding
$284,498,000 in claims voted unanimously to accept the Plan.  
Class 3 creditors are holders of the Debtors' 11-3/4% Senior
Subordinated Notes, 11-3/4% Series B Senior Subordinated notes,
and 14% Senior Subordinated Notes.  

Bankruptcy Court records show no confirmation objections were
filed before the August 12 deadline.  The Debtors delivered a
modified Plan to the Court on August 13 to reflect a handful of
immaterial changes and to correct some scrivener errors.  

International Wire Group, Inc., designs, manufactures and markets
bare and tin-plated copper wire and insulated copper wire products
for other wire suppliers and original equipment manufacturers.  
The Debtors filed for chapter 11 protection (Bankr. S.D.N.Y. Case
No. 04-11991) on March 24, 2004. Alan B. Miller, Esq., at Weil,
Gotshal & Manges, LLP represents the debtors in its restructuring
efforts.  When the Debtors filed for bankruptcy protection, it
listed total assets of $393,000,000 and total debts of
$488,000,000.  The Court approved the Debtors' Second Amended
Disclosure Statement on July 7, 2004.


J.A. JONES: Plan Confirmation Hearing Slated for Tomorrow
---------------------------------------------------------
The Honorable Craig Whitley of the U.S. Bankruptcy Court for the
Western District of North Carolina will hold a hearing tomorrow,
August 18, 2004, to consider confirmation of the Chapter 11 Plan
proposed by J.A. Jones, and its debtor-affiliates.  The hearing
will be held at 401 West Trade Street in Charlotte.  

Judge Whitley will review whether the Plan complies with the 13
confirmation standards set forth in 11 U.S.C. Sec. 1129.  To
confirm the Plan, Judge Whitley must find that:

     (1) the Plan complies with the Bankruptcy Code;

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

     (3) the Plan was proposed in good faith;

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

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

     (6) all regulatory approvals that are necessary have been
         obtained or are respected;

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

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

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

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

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

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

   (13) the Plan provides for the continuation of all retiree
        benefits in compliance with 11 U.S.C. Sec. 1114.

Bankruptcy Court records do not show any unresolved confirmation
objections outstanding.  Zurich American Insurance Company filed a
Brief in Support of Confirmation of the Debtors' Second Amended
and Restated Joint Chapter 11 Plan of Liquidation late Friday.  

Headquartered in Charlotte, North Carolina, J.A. Jones, Inc. was
founded in 1890 by James Addison Jones.  J.A. Jones is a
subsidiary of insolvent German construction group Philipp Holzmann
and a holding company for several US construction firms.  The
Debtors filed for chapter 11 protection on September 25, 2003
(Bankr. W.D.N.C. Case No. 03-33532).  John P. Whittington, Esq.,
at Bradley Arant Rose & White, LLP, and W. B. Hawfield, Jr., Esq.,
at Moore & Van Allen represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from its
creditors, it listed debs and assets of more than $100 million
each.  On June 28, 2004, the United States Bankruptcy Court for
the Western District of North Carolina approved the Second Amended
and Restated Disclosure Statement for the Second Amended and
Restated Joint Chapter 11 Plan of Liquidation of J.A. Jones' and
certain of its debtor-subsidiaries.


JEAN COUTU: FY 2003-2004 Results will be Discussed this Friday
--------------------------------------------------------------
The Jean Coutu Group will discuss its financial results for the
fiscal year 2003-2004 will be presented on Friday, August 20, 2004
at 2:30 P.M. ET.  

Fran?ois J. Coutu, President and Chief Executive Officer of The
Jean Coutu Group, Inc., will speak during the conference call.

Media and other interested individuals are invited to listen to
the live or deferred broadcast on the Jean Coutu Group corporate
website at http://www.jeancoutu.com/or at 1-800-387-6216.  A full  
replay will also be available by dialing 1-800-408-3053 until
September 17, 2004 (access code 3088595(pound key)).

                   About The Jean Coutu Group

The Jean Coutu Group (PJC) Inc. is now the fourth largest
drugstore chain in North America and the second largest in both
the eastern United States and Canada.  The Company and its
combined network of 2,204 corporate and affiliated drugstores
(under the banners of Eckerd, Brooks, PJC Jean Coutu, PJC Clinique
and PJC Sante Beaute) employ more than 59,600 people.  The Group's
United States operations employ over 45,600 persons and comprises
1,549 Eckerd and 336 Brooks drugstores, all corporate owned stores
located in 18 states of the Northeast, mid-Atlantic and
Southeastern United States.

The Group's Canadian operations and the drugstores affiliated to
its network employ over 14,000 persons and comprises 277 PJC Jean
Coutu drugstores, 40 PJC Clinic and 2 PJC Sant, Beaut, all
franchised, in Quebec, New Brunswick and Ontario.

                           *   *   *

As reported in the Troubled Company Reporter on July 21, 2004,
Standard & Poor's Ratings Services rated Jean Coutu Group Inc.'s
US$250 million senior unsecured notes 'B'. The new notes will
replace a like amount of the company's initially proposed US$1.2
billion senior subordinated notes, to be reduced to US$950
million. The 'BB' bank loan ratings and the '1' recovery rating
indicate that lenders can expect full recovery of principal in the
event of a default.  The outlook is negative.

"The ratings on Jean Coutu reflect the company's very high lease-
adjusted pro forma leverage resulting from the acquisition; its
integration risk associated with the Eckerd stores; and the
challenge to enhance their profitability, particularly in the
front-end; and somewhat constrained liquidity," said Standard &
Poor's credit analyst Don Povilaitis. These factors are partially
offset by management's track record of successful drugstore
integration in both the U.S. and Canada, the scale of the
acquisition, which will allow the company to become the fourth-
largest drugstore chain operator in North America, and favorable
long-term industry dynamics.


KEYSTONE CONSOLIDATED: Court Okays Bargaining Pact Amendments
------------------------------------------------------------
The U.S. Bankruptcy Court in Milwaukee approved on Thursday,
August 12, the revisions to the existing collective bargaining
agreement between Keystone Consolidated Industries, Inc. (OTC Pink
Sheets: KESNQ) and the Independent Steel Workers Alliance -- ISWA
-- at Keystone's Bartonville Plant previously ratified by the ISWA
on August 4, 2004.

The revised agreement provides for certain concessions related
primarily to healthcare coverage as well as new rights for ISWA
members. Details of the contract revisions are included in a
motion that was jointly filed by Keystone and the ISWA in
Bankruptcy Court. The Court approval allows the Company to
implement the contract revisions.

Keystone believes the Court approval of the revised contract is a
major step forward in the Company's efforts to complete a
successful restructuring and in achieving its goal of exiting the
bankruptcy process by the end of the year.

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


KITCHEN ETC: Committee Turns to Deloitte for Financial Advice
-------------------------------------------------------------
The Official Unsecured Creditors Committee appointed in Kitchen,
Etc., Inc.'s chapter 11 case asks the U.S. Bankruptcy Court for
the District of Delaware for permission to employ Deloitte &
Touche LLP as its consultants and financial advisors.

Deloitte & Touche will:

    i) assist and advise the Committee in the analysis of the
       current financial position of the Debtor;

   ii) assist and advise the Committee in its analysis of the
       Debtor's business plans, cash flow projections,
       restructuring programs, selling and general  
       administrative structure and other reports or analyses
       prepared by the Debtor or their professionals in order to
       assist the Committee in its assessment of the business
       viability of the Debtor, the reasonableness of the    
       Debtor's projections and underlying assumptions and the    
       impact of market conditions on forecasted results of the     
       Debtor;

  iii) assist and advise the Committee in its analysis of
       proposed transactions, and other matters for which Debtor
       may seek Bankruptcy Court approval including, but not
       limited to, DIP financing, assumption/rejection of leases
       and other executory contracts, management compensation
       and/or retention and severance plans;

   iv) assist and advise the Committee in its analysis of the
       Debtor's internally prepared financial statements and
       related documentation, in order to evaluate performance
       of the Debtor as compared to the Debtor's projected
       results;

    v) attend and advise at meetings with the Committee and its
       counsel and representatives of the Debtor and other
       parties;

   vi) assist and advise the Committee and its counsel in the
       development, evaluation and documentation of any plans of
       reorganization or strategic transaction, including
       developing, structuring and negotiating the terms and
       conditions of potential plans or strategic transactions
       including the value of consideration that is to be
       provided thereunder;

  vii) assist and render expert testimony on behalf of the
       Committee;

viii) assist and advise the Committee in its analysis of the
       Debtor's hypothetical liquidation analyses under various
       scenarios; and

   ix) assist and advise the Committee in such other services,
       including but not limited to, tax services, valuation
       assistance, corporate finance and advice, compensation
       and benefits consulting, or other specialized services as
       may be requested by the Committee and agreed to by
       Deloitte, which may require separate written engagement
       letters.

Deloitte & Touche will bill the estates at the Firm's regular
hourly billing rates:

         Position                 Rates
         --------                 -----  
         Principal                $600 - 650
         Senior Manager            350 - 575
         Manager                   300 - 450
         Senior Consultant         250 - 350
         Consultant                180 - 275

Headquartered in Exeter, New Hampshire, Kitchen Etc., Inc. --
http://www.kitchenetc.com/-- was 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) and quickly retained DJM Asset Management to dispose of all
17 Kitchen Etc. stores throughout New England, New York, Delaware,
Pennsylvania, Maryland and Virginia.  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: Pension Plan Trust Holds $3.8 Million Laidlaw Shares
-----------------------------------------------------------------
Laidlaw International, Inc., together with its wholly owned U.S.
subsidiaries including Greyhound Lines, Inc., is a party to an
agreement with Pension Benefit Guaranty Corporation regarding the
funding levels of the Debtors' pension plans.  Under the PBGC
Agreement, 3.8 million shares of Laidlaw common stock were issued
to a trust formed for the benefit of the pension plans.  The
Pension Plan trustee sells the stock at Laidlaw's direction, but
in no event later than the end of 2004, with all net proceeds
from the stock sales being contributed directly to the pension
plans.  If the net proceeds from the stock sales exceed $50
million, the excess amount may be credited against any future
required minimum funding obligations.  If the net proceeds from
the stock sales are less than $50 million, the Laidlaw Group will
be required to contribute the amount of the shortfall in cash to
the pension plans at the end of 2004.

Furthermore, the Laidlaw Group must contribute an additional $50
million in cash to the pension plans by June 30, 2004.  The
contributions and transfers will be in addition to the minimum
funding obligations to the pension plans, if any, required under
current regulations.

Douglas A. Carty, Laidlaw International, Inc.'s Senior Vice-
President and Chief Financial Officer, reports that as at May 31,
2004, all 3.8 million shares of Laidlaw common stock remained in
the Pension Plan Trust.  Based on the closing price of the
Laidlaw stock on the New York Stock Exchange on June 30, 2004,
the shares had an aggregate market value of $49 million.

In addition to the cash contributions to the pension plans,
pursuant to the PBGC Agreement, Laidlaw expects to contribute $8
million to all plans other than the ATU Plan, for which there is
no funding requirement in 2004.  During the three months and nine
months ended May 31, 2004, Laidlaw contributed $2 million and $6
million, to the plans.

The components of the net periodic benefit cost for Laidlaw's
pension plans are:

                           Three Months ended   Nine Months ended
                             May 31, 2004           May 31, 2004

Service cost                      $1,400,000        $4,200,000
Interest cost                     13,600,000        40,800,000
Expected return on plan assets   (12,800,000)      (38,300,000)
Amortization                               -                 -
                                ------------      ------------
Net pension benefit cost          $2,200,000        $6,700,000
                                ============      ============

Headquartered in Arlington, Texas, Laidlaw Inc. --
http://www.laidlaw.com/-- is North America's #1 bus operator.  
Laidlaw's school buses transport more than 2 million students
daily, and its Transit and Tour Services division provides daily
city transportation through more than 200 contracts in the US and
Canada.  The Company filed for chapter 11 protection on June 28,
2001 (Bankr. W.D.N.Y. Case No. 01-14099). Garry M. Graber, Esq.,
at Hodgson Russ LLP represents the Debtors in their restructuring
effort. When the company filed for protection from its creditors,
it listed $4,297,916,000in assets and $4,763,217,000 in debt
(Laidlaw Bankruptcy News, Issue No. 49; Bankruptcy Creditors'
Service, Inc., 215/945-7000)  


LYNX ASSOCIATES: Wants Until Sept. 10 to Make Lease Decisions
-------------------------------------------------------------
Lynx Associates, L.P., wants more time to decide whether to
assume, assume and assign, or reject its unexpired nonresidential
real property leases.  The Debtor asks the U.S. Bankruptcy Court
for the District of Nevada that an extension of the deadline
imposed under 11 U.S.C. Sec. 365(d)(4) through September 10, 2004.

               Will Assume Malease 14 FK Leases

Lynx tells the Court that it has already decided that it should
assume its agreements with Malease 14 FK Corporation because the
benefits outweigh the burdens.  

The Debtor relates that in 1983, it acquired 14 parcels of real
property from Kmart Corporation.  In turn, the properties were
leased back to Kmart under 14 separate operating lease agreements,
which will expire on 2011.  Lynx Properties then, leased its
interests in the properties to Malease 14 FK Corp.  

The Debtor submits that it is not in default in any provision of
the Master Lease.  Because the rent in the Master Lease is the
Debtor's sole source of income, the assumption of the Master Lease
is essential to the Company's continued existence.

Headquartered in New York, New York, Lynx Associates, L.P., filed
for chapter 11 protection on June 10, 2004 (Bankr. Nev. Case No.
04-16441).  William Noall, Esq., at Gordon & Silver, Ltd.,
represents the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed both
estimated debts and assets of over $10 million.


MALAN REALTY: Q2 Net Assets in Liquidation Increased by $2.7 Mil.
-----------------------------------------------------------------
Malan Realty Investors, Inc. (NYSE: MAL), a self-administered real
estate investment trust (REIT), reported that net assets in
liquidation for the second quarter ended June 30, 2004, increased
by $2.7 million from the first quarter ended March 31, 2004, to
$30.1 million.

The estimated fair value on the remaining properties held for sale
increased approximately $1.7 million, based on a signed contract.
Net operating income from the properties was approximately $1.7
million during the period.

As a result of the approval of a plan of complete liquidation by
its shareholders, the company adopted the liquidation basis of
accounting for all periods beginning after September 30, 2002. On
September 30, 2002, in accordance with the liquidation basis of
accounting, assets were adjusted to estimated net realizable value
and liabilities were adjusted to estimated settlement amounts,
including estimated costs associated with carrying out the
liquidation. Accordingly, Malan no longer reports net income or
funds from operations.

Malan closed on the sales of four properties during the quarter
and one additional property subsequent to June 30, 2004, at
contract prices totaling $17.3 million. The company currently has
one operating property of its remaining 19 properties under
contract. During the quarter, Malan also completed the redemption
of its convertible subordinated debentures. The aggregate
principal balance of its 9.5 percent Convertible Subordinated
Debentures due July 15, 2004, at that time was $7.1 million.

"As announced, Malan plans to become a liquidating trust later
this month," said Jeffrey Lewis, president and chief executive
officer of Malan Realty Investors. "Regardless of the impending
change in status of the company, we expect to receive a fair price
for each property in order to make the largest possible
distributions to our shareholders in the future."

Malan Realty Investors, Inc. is continuing to liquidate its assets
and currently expects that no later than August 27, 2004, any then
remaining assets and liabilities will be transferred to a
liquidating trust. Each shareholder of Malan will automatically
become the holder of one unit of beneficial interest in the trust
for each share of Malan common stock, and all outstanding shares
of Malan common stock will automatically be deemed cancelled.
Malan Realty Investors has requested that the staff of the
Securities and Exchange Commission permit the trust to file
abbreviated reports with the SEC in the form in which the trust
will report periodically to its beneficiaries, in lieu of filing
the periodic reports that would be required to be filed with the
SEC under Section 13 of the Securities Exchange Act of 1934.

Subject to limited exceptions related to transfer by will,
interstate succession or operation of law, the units will not be
transferable nor will a unit holder have authority, opportunity or
power to sell or in any other manner dispose of any units. As a
result, the beneficial interests in the liquidating trust will not
be listed on any securities exchange or quoted on any automated
quotation system of a registered securities association.
Shareholders who may need or wish liquidity with respect to their
company common stock before the liquidating trust makes
liquidating distributions should look into selling their shares
while the common stock is still traded on an established market.

Malan Realty Investors, Inc. owns and manages properties that are
leased primarily to national and regional retail companies. The
company owns a portfolio of 19 properties located in seven states
that contains an aggregate of approximately 1.2 million square
feet of gross leasable area.


MASTR ASSET: Moody's Rates $5.1MM Class M-10 Certificates at Ba1
----------------------------------------------------------------
Moody's Investors Service assigned a rating of Aaa to the Class A
Certificates in the MASTR Asset Backed Securities Trust 2004-FRE1
subprime home equity loan securitization.  Moody's also assigned
ratings to the mezzanine and subordinate classes.

Fremont Investment & Loan is the originator of the loans.  Fremont
is an experienced originator of primarily broker-originated
adjustable-rate subprime mortgage loans.  The loans in this
transaction are primarily adjustable-rate first lien mortgages.

The loans backing this transaction have been divided into two
groups.  

The group 1 loans consist of 2,269 loans with a weighted average
loan-to-value ratio (LTV) of 82.42%, with a weighted average FICO
score of 617.  Approximately 91.33.6% of the loans are owner-
occupied, 79.54% are single-family residences, and 42.86% are
purchase money loans.  The largest state concentration is
California with 38.09% of the loans.

The group 2 loans consist of 586 loans.  The Group 2 loans have a
weighted-average loan-to-value ratio -- LTV -- of 83.25%, with a
weighted average FICO score of 639.  Approximately 96.94% of the
loans are owner-occupied, 91.36% single-family residences, and
37.80% are purchase money loans.  The largest state concentration
is California with 56.25% of the loans.

Depositor:   Mortgage Asset Backed Securities Trust 2004-FRE1

Securities
Issued:      Mortgage Pass-Through Certificates, Series 2004-FRE1

The complete ratings action is as follows:

   * $276,821,000, Class A-1, variable, rated Aaa;
   * $122,267,000, Class A-2 variable, rated Aaa;
   * $19,891,000 Class M-1, variable, rated Aa1;
   * $14,025,000 Class M-2, variable, rated Aa2;
   * $11,475,000, Class M-3, variable, rated Aa3;
   * $10,200,000 Class M-4, variable, rated A1;
   * $8,925,000 Class M-5, variable, rated A2;
   * $8,925,000 Class M-6, variable, rated A3;
   * $7,650,000 Class M-7, variable, rated Baa1;
   * $7,650,000 Class M-8, variable, rated Baa2;
   * $6,375,000 Class M-9, variable, rated Baa3; and
   * $5,100,000 Class M-10, variable, rated Ba1.

HomeEq Servicing Corporation with the top servicer quality rating,
SQ1, will be servicing the loans.


MATRIA HEALTHCARE: Moody's Assigns B3 Rating to $86.25MM Notes
--------------------------------------------------------------
Moody's Investors Service completed the rating review, initiated
on April 29, 2004, of Matria Healthcare, Inc.  Moody's confirmed
all of Matria's ratings and revised the outlook to stable.  

Moody's had originally placed the company under review as a result
of the company's weak first quarter 2004 performance and because
of the potential increase in leverage that may have resulted from
the company's plan to refinance its $122 Million 11% Senior Notes
due 2008.  Since then, the company has sold its pharmacy and
supplies business and has used proceeds to reduce debt.  As a
result of the sale, the company currently has only $88 million of
debt as opposed to the $150 million that was anticipated at the
time of the convertible notes offering in April 2004.  In
addition, the company's performance rebounded strongly in the
second quarter of 2004.  Strong performances across all of the
company's businesses led to an approximate $3 million increase in
sequential EBITDA to $10 million, in spite of the aforementioned
sale of a business.  The company's good performance increases
Moody's confidence in the company's ability to achieve its 2004
financial forecast.  The strong year-over-year growth in disease
management also partly alleviates our concern over the timing and
whether the company can achieve the strong increase in disease
management business it is projecting for 2004.

These ratings are affected:

Ratings Confirmed:

   * $86.25 Million Convertible Senior Subordinated Notes due
     2024 -- rated B3;

   * Senior Implied Rating -- rated B1;

   * Senior Unsecured Issuer Rating -- rated B2

The outlook is stable.

The ratings reflect:

   (1) the company's moderate leverage;

   (2) the volatility in historical operating performance;

   (3) the decline in Women's Health performance over the last
       several years;

   (4) the potential for increased competition in the disease
       management business from major pharmacy benefit managers;
       and
   
   (5) concerns over whether Matria and the disease management
       industry can sustain the growth experienced in recent
       years.

In particular, Moody's notes that the disease management segment
targeting employers has only recently begun to exhibit strong
growth, and that the Medicare market is still in the development
stage.  Other concerns include the company's limited size, the
company's interest in acquisitions and the associated financial
and operational risks, customer concentration issues at Facet
Technologies, and the recent qui tam claim filed against the
company.

Positive factors reflected by the ratings include the rebound in
performance in the second quarter of 2004, the recent reduction of
debt, the strong growth in the disease management business, and
the company's good market and competitive position within it
business lines.  The ratings also consider the company's strong
interest coverage metrics and anticipated liquidity, and Moody's
expectation that management will maintain leverage at a lower
level relative to recent history.

The stable outlook anticipates that continued growth in the
disease management business will drive improved segment and
company profitability, as the company will be able to leverage off
of the infrastructure it has already put in place.  Moody's
expects the company's cash flow and free cash flow to strengthen
along with the growth in operating profits and as a result of the
interest savings from the tender offer for the $122 million 11%
notes.  We believe that cash will likely be used to fund
occasional, modest acquisitions.  Our outlook does not assume any
major, debt-funded acquisitions.  If the company completes a
major, leveraging transaction, we may lower the company's outlook
or ratings.

We may also consider downgrading the outlook or ratings if the
company's Women's Health business deteriorates and impairs
materially the overall performance of the company.

Over the near term, Moody's does not anticipate upside momentum
for the ratings.  The company may be in the process of
transforming itself into a focused, diseased management company.  
The company has stated in the past that it may consider selling
other non-core assets, with the Foreign Operations being mentioned
in a recent conference call.  Thus, even if the company's
performance continues to strengthen, Moody's will likely wait to
get a better sense of what business model, strategy and capital
structure the company will ultimately adopt in order to better
analyze the associated risks.

For 2004, Moody's expects the company's leverage to be moderate,
with normalized free cash flow coverage of debt in the mid --
teens range.  The ratio of Adjusted Debt to EBITDAR (debt is
adjusted for 8 times estimated rental expense) is expected to be
approximately 3.4 times.  This is in contrast to approximately 5.0
times we had anticipated earlier when the company was placed under
review. Interest coverage is expected to be strong, with the pro
forma 2004 ratio of EBITDA to Interest to be approximately 8.7
times. Moody's notes that the use of EBITDA and related EBITDA
ratios as a single measure of cash flow without consideration of
other factors can be misleading.

Matria Healthcare, Inc., headquartered in Marietta, Georgia, is a
leading provider of comprehensive disease management programs to
health plans and employers.


MERISANT CO: Extends 9-1/2% Senior Debt Offering to Sept. 23
------------------------------------------------------------
Merisant Company extended the Expiration Date for its previously
announced tender offer for any and all of its outstanding 9-1/2%
Senior Subordinated Notes due 2013 (CUSIP Nos. 58984WAA5 and
U58973AA3). The Expiration Date for the tender offer has been
extended from 5:00 p.m., New York City time, on August 13, 2004 to
5:00 p.m., New York City time, on September 23, 2004, unless
further extended. Holders that have validly tendered their Notes
may withdraw such tendered Notes at any time after 9:00 a.m., New
York City time, on August 15, 2004 and prior to 5:00 p.m., New
York City time, on August 31, 2004.

The Company has accepted all consents validly delivered prior to
August 13, 2004 and the supplemental indenture, which eliminates
substantially all of the restrictive covenants and certain events
of default and related provisions contained in the indenture
governing the Notes, has been executed, is effective and will
become operative upon acceptance for payment of the Notes.
Consents validly delivered prior to the Consent Date but
subsequently withdrawn during the Additional Withdrawal Period,
will not as a result of such withdrawal be revoked and may not
otherwise be revoked after the Consent Date. As a result, assuming
that the amendments to the indenture set forth in the supplemental
indenture, which amendments are described in the Offer to Purchase
and Consent Solicitation Statement dated May 20, 2004, become
operative, a holder who chooses to withdraw previously tendered
Notes during the Additional Withdrawal Period will, as of the date
that the Notes are accepted for payment pursuant to the terms of
the offer, hold Notes governed by the indenture, as amended by the
supplemental indenture.

As of 5:00 p.m. New York City time on August 13, 2004,
approximately 96%, or $216,320,000 aggregate principal amount, of
the Notes outstanding had been validly tendered and not withdrawn
with respect to the tender offer.

Holders that validly tendered Notes and validly delivered consents
prior to 5:00 p.m., New York City time, on June 7, 2004 and do not
withdraw their Notes during the Additional Withdrawal Period will
be entitled to receive the Total Consideration of $1,173.95 (which
includes a consent payment of $20.00 per $1,000 principal amount
of Notes) for such Notes. Holders that validly tendered their
Notes after the Consent Date but prior to 5:00 p.m., New York City
time, on the Expiration Date, are entitled to receive the Tender
Offer Consideration (unless their Notes are withdrawn during the
Additional Withdrawal Period and not validly tendered prior to the
Expiration Date), which will equal the Total Consideration minus
the consent payment of $20.00 per $1,000 principal amount of the
Notes. Holders that validly tendered their Notes, validly
delivered a consent prior to 5:00 p.m., New York City time, on the
Consent Date but subsequently withdraw their Notes during the
Additional Withdrawal Period and do not tender their Notes prior
to the Expiration Date will be entitled to the consent payment of
$20.00 per $1,000 principal amount at maturity of the Notes but
will not be entitled to the Tender Offer Consideration. In
addition to the Total Consideration or the Tender Offer
Consideration, as the case may be, tendering holders will receive
accrued and unpaid interest up to, but not including, the
applicable payment date.

Except as otherwise described above, all terms and conditions of
the tender offer and consent solicitation, as previously amended,
are unchanged.

Credit Suisse First Boston LLC is the dealer manager for the
tender offer and the solicitation agent for the consent
solicitation. MacKenzie Partners, Inc. is the information agent
and Wells Fargo Bank, National Association is the depositary in
connection with the tender offer and consent solicitation. The
tender offer and consent solicitation are being made pursuant to
the Offer to Purchase and Consent Solicitation Statement, dated
May 20, 2004, and the related Consent and Letter of Transmittal,
which together set forth the complete terms of the tender offer
and consent solicitation, as amended as announced on June 3, 2004,
July 2, 2004, July 27, 2004 and Aug. 13, 2004.

Copies of the Offer to Purchase and Consent Solicitation Statement
and related documents may be obtained from MacKenzie Partners,
Inc. at 212-929-5500.  Additional information concerning the terms
of the tender offer and the consent solicitation may be obtained
by contacting CSFB at 1-800-820-1653.

Merisant Company markets low calorie tabletop sweeteners. Our
brands, including Equal(R) and Canderel(R), are sold in over 85
countries throughout the world.

For the year ended December 31, 2003, Merisant generated net sales
of $352.3 million and a net loss of $17.6 million.  For the three
months ended March 31, 2004, Merisant generated net sales of $77.8
million and a net loss of $4.5 million.  We generated a loss
before income taxes of $4.1 million for the three months ended
March 31, 2004.  Merisant's March 31, 2004, balance sheet shows
$563.0 million in assets and $542.2 million in total debt.    


MGM MIRAGE: Fitch Places BB+ Rating on $550 Million Senior Notes
----------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to the proposed private
placement of $550 million in 6.75% eight-year senior notes by MGM
MIRAGE (NYSE: MGG). Proceeds will be used to repay bank debt.  
MGG's long-term ratings have been on Rating Watch Negative by
Fitch since June of this year.  The action followed announcement
of MGG's proposed acquisition of Mandalay Resort Group (NYSE: MBG)
for $4.9 billion in cash plus the assumption of $2.8 billion in
debt.

Fitch expects the Rating Watch status to be resolved when final
terms of financing, and pace of deleveraging following the
acquisition are announced.  In the event that anti-trust
objections by federal and state regulators nullify the
acquisition, the Watch status would be removed and the Outlook
would revert to Stable (though Fitch considers this an unlikely
scenario).  A purely debt financed transaction would result in
leverage in the 6.0 times (x) range for the combined entity
(versus MGG standalone LTM leverage at June 30, 2004 of 4.4x and
would likely precipitate a downgrade of one or more notches of the
most senior classes of debt.  The extent of the downgrades could
be minimized depending on the extent of any combination of asset
sales, discretionary investments and equity capital.  Notably, MGG
has a strong track record of making successful large-scale debt-
financed acquisitions, improving on operations, and deleveraging
relatively quickly.

The ratings reflect:

   (1) MGG's market leading assets;

   (2) significant discretionary free cash flow; and

   (3) visible growth prospects.

Current operations are benefiting heavily from Las Vegas exposure
in light of extremely strong Strip fundamentals.  Fitch also
highlights the significant operating leverage inherent in this
business, as solid topline growth has translated to strong margin
increases in recent quarters.  Recently reported second-quarter
2004 (2Q'04) results were very strong, with record EBITDA of
$365.5 million, up 25.6% versus last year, on a revenue increase
of 10.1% to $1.07 billion. The overall EBITDA margin improved 374
bps to 34.1%.  Gaming revenues grew a solid 8% in the quarter,
while hotel revenues also posted a strong 9% increase.  Revenue
per available room -- REVPAR -- increased 12% at the MGG's Las
Vegas Strip properties in the quarter, due to improvements in both
rate and occupancy.

Nonetheless, MGG's lack of geographic diversification is a long-
term concern.  With roughly 75% of the company's cash flow derived
from the Las Vegas Strip (both pre- and post- the potential MBG
acquisition), MGG faces significant exposure to travel demand
shocks, regulatory changes, regional economic downturns and new
competition.  Notably, MGG faces formidable new Strip competition
from Wynn Las Vegas which is expected to open in 2Q'05.  Other key
concerns include the potential deterioration of MGG's capital
structure upon close of MBG acquisition, and the ongoing risk that
free cash flow will be directed toward share repurchases and other
investment opportunities rather than further capital structure
strengthening.  MGG has a propensity for share repurchases which
continued through the second quarter ($343 million year-to-date),
and there remains a vast number of capital projects in the
pipeline which are not yet included in the already high capex
budget (UK Gaming, Macau, Detroit permanent facility).


MGM MIRAGE: S&P Places BB+ Rating on $550 Million Senior Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
gaming company MGM MIRAGE's $550 million 6.75% senior notes due
Sept. 1, 2012, and placed the rating on CreditWatch with negative
implications.  

Proceeds from this offering will be used to reduce amounts
outstanding under the company's revolving credit facility.

All other ratings on MGM MIRAGE, including its 'BB+' corporate
credit rating, remain on CreditWatch with negative implications,
where they were placed on June 7, 2004.  The CreditWatch placement
followed the company's announcement that it had launched an
unsolicited bid to acquire Mandalay Resort Group.  Subsequently,
on June 16, 2004, MGM MIRAGE and Mandalay jointly announced that
they had entered into a definitive merger agreement under which
MGM MIRAGE would acquire Mandalay for $71.00 per share in cash, a
premium of approximately 30% to Mandalay's closing share price on
the day before MGM MIRAGE made its initial offer.  The total value
of the acquisition was approximately $7.9 billion, including
equity value of approximately $4.8 billion, $600 million of
convertible debentures and the assumption of approximately $2.5
billion in outstanding Mandalay debt.

In resolving its CreditWatch listing, Standard & Poor's will
review several factors:

   -- The method of financing;

   -- The combined company's pro forma capital structure;

   -- The potential for asset sales; and

   -- Management's near- and longer-term growth objectives,
      integration plans, and overall financial policies.

"If a downgrade for the combined entity's corporate credit rating
were the outcome of Standard & Poor's analysis, it would be
limited to one notch," said Standard & Poor's credit analyst
Michael Scerbo.


MIRANT CORP: Equity Committee Questions December 31 Plan Deadline
-----------------------------------------------------------------
Robin E. Phelan, Esq., at Haynes and Boone, LLP, in Dallas,
Texas, relates that Phase II of the Key Employee Retention Plan
entails the implementation of performance-based bonuses for the
Chief Executive Officer and Management Council and certain other
officer-level Key Employees.  The bonus payments under Phase II
are designed to encourage improved performance of certain senior
management-level Key Employees who are in positions to make a
direct impact on Mirant Corp. and its debtor-affiliates' ability
to meet reorganization goals and are directly tied to the Debtors'
ability to meet defined reorganization targets.  Only employees in
Tiers I, II and III are eligible to participate in the Phase II
Performance Bonus payments.

According to Mr. Phelan, Phase II of the KERP becomes fully
vested in the event that a plan of reorganization is filed by
December 31, 2004.  With the passing of each month after
December 31, 2004 for which a plan of reorganization is not
filed, the total Performance Bonus percentage each employee is
eligible is reduced by 10% of the original total Performance
Bonus percentage.

                     Equity Committee Objects

Representing the Official Committee of Equity Security Holders,  
Eric J. Taube, Esq., at Hohmann, Taube & Summers, LLP, in Austin,  
Texas, notes that the December 31, 2004 deadline was apparently  
selected because it is currently the date on which the Debtors'  
exclusive period to file a plan expires.  Although the Equity  
Committee is confident that the Debtors and all parties-in-
interest will be working diligently toward filing a plan on or  
before that date, it remains to be seen whether additional time  
will be required to formulate a confirmable, viable plan, in  
which event sound business judgment may dictate that the Debtors  
seek a further extension of exclusivity beyond December 31, 2004.

The Equity Committee is concerned that tying the vesting of the  
Phase II KERP payments to a December 31, 2004 plan filing  
deadline could create a disincentive for the Debtors' senior  
management to consider pursuing what might otherwise be an  
appropriate and prudent extension of exclusivity beyond the  
current deadline.

The Equity Committee proposes that the vesting of Phase II  
payments should be tied to the filing of the plan on or before  
the later of:

   (a) December 31, 2004; or

   (b) the date on which the Debtors' exclusive period to file a
       plan expires pursuant to any future Court orders  
       extending exclusivity.

With the proposed modification, Mr. Taube contends that the  
Debtors' most senior executives will remain able to consider  
carefully and neutrally all rehabilitation and restructuring  
tasks that need to be undertaken in these Chapter 11 cases, and  
will not be influenced by their own personal gains to be achieved  
on the filing of a plan by a date that they would not otherwise  
select in the exercise of sound business judgment and the  
exercise of their fiduciary duties to all constituents.

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)


MIRANT CORP: Wants Court to Nix CARE's $469.8 Million Claim
-----------------------------------------------------------
Mirant Corp. and its debtor-affiliates ask the Court to disallow
and expunge in its entirety Californians for Renewable Energy,
Inc.'s Claim No. 4649 for $469,854,000 since:

   (a) CARE is not a creditor of the Debtors and has no standing
       to assert the Claim;

   (b) the Claim is entirely duplicative of the claims filed by
       the California Department of Water Resources, the party
       who would have the real economic and legal interest in
       the Claim; and

   (c) the Claim was not filed against any particular Debtor.

In the event the Claim is not disallowed in its entirety, the  
Debtors ask Judge Lynn to reclassify the Claim from a priority  
claim to a general unsecured claim.

Michelle C. Campbell, Esq., at White & Case, LLP, in Miami,  
Florida, explains that CARE is a private non-profit corporation.   
CARE has no role in administering or regulating California's  
energy markets, and is not a participant in any of California's  
wholesale energy markets.  CARE describes its core function as  
that of "educating" the public about alternative forms of  
renewable energy.  "Its modus operandi, however, consists of  
little more than pursuing frivolous litigation at [the Federal  
Energy Regulatory Commission] against energy sellers, including  
the Debtors," Ms. Campbell remarks.   

"The Debtors estimate that, since October 6, 2000, CARE has cost  
the Debtors tens, if not hundreds, of thousands of dollars in  
unnecessary legal fees alone," Ms. Campbell tells the Court.   
"The Claim constitutes but one further example of CARE's penchant  
for meritless litigation and should be disallowed in its  
entirety."

On May 22, 2001, Mirant Americas Energy Marketing, LP, and the  
California Department of Water Resources entered into a long-term  
Power Purchase Agreement wherein MAEM agreed to sell to the  
Department 500 MW of energy from time to time between June 1,  
2001 and December 30, 2002.  On February 22, 2002, the Department  
commenced a proceeding at the FERC attempting to abrogate all of  
its long-term bilateral power purchase agreements, including the  
PPA.  Among other things, the Department asserted that the  
contracts should be abrogated by the FERC, because they were  
entered into at a time when the California energy markets were  
being manipulated by energy wholesalers.  The Department also  
asserted that sales of energy made under the power purchase  
agreements should be deemed to have been made at "mitigated"  
market prices, thereby requiring energy wholesalers, including  
MAEM, to pay refunds to the Department.

On June 26, 2003, the FERC denied the complaint as to MAEM and  
found that the PPA was fully enforceable and legal in all  
respects and that MAEM owed no refunds to the Department.  The  
FERC's ruling is currently on appeal with the Ninth Circuit.

The Department has filed unliquidated claims against Mirant, MAEM  
and certain other Debtors asserting claims arising from the PPA  
and the Proceedings.

Ms. Campbell relates that on October 27, 2003, CARE filed a  
complaint at the FERC against MAEM and the Department requesting:

   (a) that the FERC abrogate the PPA and require MAEM to pay  
       refunds;

   (b) that the FERC "aid and assist CARE" in seeking the  
       abrogation of the PPA in the Court; and

   (c) a damages award for $469,854,000 resulting from the FERC's
       failure to properly enforce the Federal Power Act by  
       refusing to abrogate the PPA.

Upon the Debtors' advice that the filing was in violation of the  
automatic stay, on October 28, 2003, CARE sought to withdraw its  
complaint without prejudice.  The Department contends that the  
dismissal should be with prejudice.  On June 22, 2004, the FERC  
ruled that CARE's complaint would be dismissed without prejudice  
mostly on procedural grounds.

On October 29, 2003, CARE filed its Claim with the complaint as  
the sole support.

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)


MIRAVANT MED: Reports $884,000 Stockholders' Deficit at June 30
---------------------------------------------------------------
Miravant Medical Technologies (OTCBB:MRVT), a pharmaceutical
development company specializing in PhotoPoint(R) photodynamic
therapy (PDT), reported consolidated financial results for the
second quarter ended June 30, 2004. The net loss for the quarter
was $3.7 million, compared to a net loss of $3.7 million for the
same period in 2003. The net loss for the six months ended
June 30, 2004, was $9.2 million, compared to a net loss of $7.1
million for the same period in 2003. The Company had cash and
marketable securities of $8.4 million at June 30, 2004, and
received an additional $3.0 million through an equity investment
in July 2004.

Gary S. Kledzik, Ph.D., chairman and chief executive officer,
stated, "This is a very exciting time at Miravant as the Food and
Drug Administration reviews our application for approval of SnET2,
a new treatment for macular degeneration. We were very pleased
that our application was granted a Priority Review designation,
and we are working diligently with the FDA to accomplish the
accelerated review."

Dr. Kledzik added, "Following the close of the quarter, we were
proud to announce a new cardiovascular collaboration with Guidant
Corporation, a world leader in the treatment of cardiac and
vascular disease. Our mutual goal is to optimize PhotoPoint PDT to
treat serious coronary artery diseases, especially vulnerable
plaque, the primary cause of fatal heart attacks."

On June 1, 2004, the FDA accepted for filing the Company's New
Drug Application for drug SnET2 and granted a Priority Review
designation. Acceptance of the filing means that the FDA has made
a determination that the NDA meets the standard for substantive
review, and the Priority Review designation expedites the review
period. Also in June, the FDA accepted for filing the associated
Premarket Approval Application for the laser device used to
activate the drug SnET2 and granted Expedited Review Status.
The NDA and PMA were simultaneously submitted to the FDA on
March 31, 2004, and are being concurrently reviewed by the
respective FDA drug and device divisions.

On April 27, 2004, SnET2 clinical investigators presented safety
and efficacy results at the Association for Research in Vision and
Ophthalmology meeting, Ft. Lauderdale, FL. In two independent
phase III clinical trials of patients with wet AMD, SnET2
demonstrated a visual acuity benefit and slowed disease
progression in the per protocol study population, the basis of the
NDA filing. Wet AMD is a common eye disease that causes severe
loss of central vision in older adults.

On April 27, 2004, the Company announced a $10,269,000 private
placement of 4,564,000 shares of common stock with a group of
institutional investors, with full proceeds to the Company. There
were no warrants or placement fees associated with the offering.

Subsequent to the end of the quarter, on July 6, 2004, Miravant
announced a Collaboration Agreement and a Securities Purchase
Agreement (SPA) with Guidant Corporation (NYSE:GDT). Guidant
agreed to provide up to $7.0 million in equity capital in support
of Miravant's PhotoPoint cardiovascular programs, consisting of an
upfront equity investment of $3.0 million and additional staged
investments based on the achievement of certain milestones through
Phase I clinical trials. The development programs include
PhotoPoint treatments for atherosclerosis and atherosclerotic
vulnerable plaque, representing large potential markets in
coronary artery disease.

                          About Miravant

Miravant Medical Technologies specializes in pharmaceuticals and
devices for photoselective medicine, developing its proprietary
PhotoPoint photodynamic therapy (PDT) for large potential markets
in ophthalmology, dermatology, cardiovascular disease and
oncology. PhotoPoint PDT uses photoreactive (light-activated)
drugs to selectively target diseased cells and blood vessels. The
Company has filed an NDA for its leading drug, SnET2, as a
treatment of patients with wet age-related macular degeneration, a
leading cause of blindness. Miravant's cardiovascular program
focuses on life-threatening diseases, with PhotoPoint MV0633 in
advanced preclinical testing for atherosclerosis, atherosclerotic
vulnerable plaque and restenosis.

At June 30, 2004, Miravant Medical's balance sheet showed a
$884,000 stockholders' deficit, compared to a $7,027,000 deficit
at December 31, 2003.


MOONEY AEROSPACE: Employs Jaspan Schlesinger as Local Counsel
-------------------------------------------------------------
Mooney Aerospace Group, Ltd., asks the U.S. Bankruptcy Court for
the District of Delaware for approval in its application to hire
Jaspan Schlesinger Hoffman LLP as its Delaware counsel.

Jaspan Schlesinger is expected to:

    a) take all actions necessary to protect and preserve the
       estate of the Debtor, including the prosecution of
       actions on the Debtor's behalf, the defense of any action
       commenced against the Debtor, the negotiation of disputes
       in which the Debtor is involved, and the preparation of
       objections to claims filed against the Debtor's estate;

    b) assist the Debtor in all aspects of the disposition of
       the Debtor's assets, including inventory, leasehold
       interests and other assets;

    c) represent the Debtor at all hearings on matters
       pertaining to its affairs as Debtor-in-possession; and

    d) prepare on behalf of the Debtor, as Debtor-in-possession
       all necessary motions, applications, answers, orders,
       reports, and all other papers in connection with the
       administration of the Debtor's estate.

Jaspan Schlesinger will coordinate with the Debtor's primary
counsel, Backenroth, Frankel & Krinsky, LLP, to avoid any
duplication of legal services.

The Debtor will pay a $25,000 retainer and customary transaction
fees to the firm.  Jaspan Schlesinger's Service Agreement filed
with the Bankruptcy Court provides that the Firm will be paid its
standard rates but fails to disclose the specific rates.

To the best of the Debtor's knowledge, Jaspan Schlesinger is a
"disinterested person" as the term is defined in Sections 101(14)
and 327 of the Bankruptcy Code.

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.


MSDW MORTGAGE: Fitch Affirms Low-B Ratings on Three Classes
-----------------------------------------------------------
Fitch Ratings affirms these classes of MSDW Mortgage Capital Owner
Trust 2000-F1:

   -- Class B at 'A+';
   -- Class C at 'BBB+';
   -- Class D at 'BBB';
   -- Class E at 'BB-';
   -- Class F at 'B+';
   -- Class G at 'B-';
   -- Class S at 'AA'; and
   -- Class X at 'AA'.

The ratings are affirmed based on the continued low levels of new
delinquencies and defaults in the pool.  All expected losses on
the large Pandix EZ Serve and Clark Oil -- OTG -- exposures have
been factored into previous rating actions.

Classes A-1, A-2a, and A-2b are affirmed on the strength of the
MBIA insurance policy.


NATIONAL COAL: Reports $431,360 Stockholders' Deficit at June 30
----------------------------------------------------------------
National Coal Corp. (OTCBB:NLCP), a coal producer operating in
Eastern Tennessee, reported financial results for its second
quarter ended June 30, 2004.

For the quarter, revenues from coal sales were $4.5 million, an
increase of over 425% compared to the Company's first quarter of
2004. The Company also reported a gross profit margin of 24.7% for
the quarter ended June 30, 2004, which represents a significant
increase compared to the 5.4% gross profit margin for the previous
quarter. The Company reported a net loss of $1,187,472 compared to
a net loss of $1,066,208 for the first quarter of 2004.

National Coal's significant increase in revenues from coal sales
is due to increased production attributable to the Company's
acquisition of assets from U.S. Coal, Inc., an expansion of its
customer base and higher average sale prices per ton. "The
significant revenue growth for the three month period ended June
30, 2004 compared to the prior three month period was due in part
to our recent mine expansion following our acquisition of assets
from U.S. Coal, Inc.," said Jon Nix, Chief Executive Officer of
National Coal. "By having a focused management team and a well
timed transition, we were able to realize production gains the
very same day we took control of U.S. Coal's assets. I'm extremely
proud of our performance. This operating philosophy will also be
employed as we seek to increase revenues and improve our operating
margins for the foreseeable future by expanding coal production at
new mines on our existing properties and through the acquisition
of new mining properties." Mr. Nix also added, "We believe our
Company is well positioned to take advantage of the ever
increasing demand for coal both in this country and throughout the
world. For the remaining six months of 2004, we have contracts
which represent nearly double the revenue reported in the first
six months and we expect to receive additional contracts before
year end. Our coal reserves, and the additional mining permits
that are coming on line over the next several quarters, will
enable us to become a much larger coal producer."

"We have implemented a business plan which will allow us to
continue to focus on effectively managing our costs and running
our operations efficiently, thus enabling us to capitalize on
multiple opportunities in the marketplace," Mr. Nix concluded.

                     About National Coal Corp.

National Coal Corp., through its wholly-owned subsidiary, National
Coal Corporation, owns the coal mineral rights on approximately
70,000 acres in Eastern Tennessee. National Coal's website can be
found at http://www.nationalcoal.com/

At June 30, 2004, National Coal Corp.'s balance sheet showed a
$431,360 stockholders' deficit compared to a $436,729 deficit at
March 31, 2004.


NEXPAK: Gets Nod to Continue Employing Ordinary Course Profs.
-------------------------------------------------------------
Nexpak Corporation and its debtor-affiliates sought and obtained
approval from the U.S. Bankruptcy Court for the Eastern District
of Virginia to continue employing professionals they turn to in
the ordinary course of their businesses.

The Debtors relate that in the day-to-day performance of their
employees' duties, they regularly call upon certain attorneys,
accountants and auditors to provide professional services to
assist them in carrying out their assigned responsibilities.

Because of the magnitude and breadth of the Debtors' businesses
and the diversity of the professional parties regularly retained
by the Debtors, it would be costly, time-consuming and
administratively cumbersome for them to require each Professional
to apply separately for approval of its employment and
compensation.

The Ordinary Course Professionals will not be involved in the
administration of this Chapter 11 case but will provide services
in connection with the Company's ongoing business operations.  

The Debtors estimates that the Ordinary Course Professionals'
Monthly Cap will not exceed $20,000 per month.

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 and total debts
approximating $209 million.


NY REGIONAL RAIL: Extends Consent Vote to Wednesday
---------------------------------------------------
New York Regional Rail Corporation's (OTCBB:NYRR) Board of
Directors is extending the consent solicitation date in the
Corporation's Consent Solicitation Statement dated July 1, 2004
from August 13, 2004 to August 18, 2004.

                           *   *   *

As reported in the Troubled Company Reporter on June 9, 2004, New
York Regional Rail had net cash provided by operating activities
of $ 89,467 during the year ended December 31, 2003 compared to
net cash provided by operating activities of $315,203 for the year
ended December 31, 2002. The decrease of $225,736 was primarily
caused by an increase in net loss, an increase in accounts
receivable and gain on forgiveness of debt, which was reduced
primarily by increases in the reserve for bad debts, payroll taxes
payable, accrued expenses, deferred rent and accounts payables.
  
The Company's balance sheet showed a $4,751,218 working capital
deficit on Dec. 31, 2003.
  
In preparing the financial statements for the Company and its  
subsidiaries for the year ended December 31, 2003, the Company's  
independent auditors, Sherb & Co., LLP, Certified Public  
Accountants in New York City, stated:  "The accompanying  
consolidated financial statements have been prepared assuming that  
the Company will continue as a going concern. As discussed in Note  
A to the consolidated financial statements, the Company has  
suffered losses from operations and has a working capital  
deficiency and an accumulated deficit that raise substantial doubt  
about the Company's ability to continue as a going concern.  
The consolidated financial statements do not include  
any adjustments that might result from the outcome of this  
uncertainty."


ODYSSEY MARINE: Inks $5 Million Credit Facility with Bank of Tampa
------------------------------------------------------------------
On June 24, 2004, Odyssey Marine Exploration, Inc., entered into a
$5 million revolving credit facility from The Bank of Tampa.  The
credit line has a floating interest rate equal to the Bank's
published prime rate.  The line of credit requires the payment of
interest only on a monthly basis during its term, and is due in
full on June 24, 2005.

The line of credit is secured by a portion of the numismatically
significant gold coins recovered by the Company from the SS
Republic shipwreck, and by any of the Company's funds on deposit
with the Bank.  The coins used as collateral will be held by the
Company's custodian until released by the Bank.  The Borrowing
Base of the line of credit will be 25% of the appraised value of
the gold coins that serve as collateral.  The initial Borrowing
Base has not been determined.

The Company intends to use the line of credit as a means to fund
ongoing operations and equipment acquisitions while allowing the
Company to make coin sales using its strategy to take advantage of
market conditions.

Odyssey Marine Exploration, Inc. is engaged in the
archaeologically sensitive exploration and recovery of deep-water
shipwrecks throughout the world.


RESIDENTIAL ASSET: Moody's Junks Series 2001-RZ2 Certificates
-------------------------------------------------------------
Moody's Investors Service upgraded eleven certificates and
downgraded two certificates from four Residential Asset Mortgage
Products, Inc. (RAMP) High-LTV deals issued in 2001.  The
transaction is backed by first-lien fixed rate High-LTV mortgage
loans originated under the company's Home Solution Program.  The
master servicer on the transaction is Residential Funding
Corporation -- RFC.

Eleven certificates have been upgraded based on the substantial
build-up in credit support.  The projected pipeline losses are not
expected to significantly affect the credit support for these
certificates.  The seasoning of the loans and low pool factor
reduces loss volatility.

The most subordinate class B certificate from RAMP 2001-RZ2 and
2001-RZ3 deals have been downgraded because existing credit
enhancement levels are low given the current projected losses on
the underlying pools.  The transactions have taken significant
losses and the B tranche from RAMP 2001-RZ2 has begun taking
write-downs.

Moody's complete rating actions are as follows:

Issuer: Residential Asset Mortgage Products, Inc.

Downgrades:

   * Series 2001-RZ2, Class B, downgraded to Caa1 from Ba2; and
   * Series 2001-RZ3, Class B; downgraded to B3 from Ba2.

Upgrades:

   * Series 2001-RZ1, Class M-2, upgraded to Aaa from A2;
   * Series 2001-RZ1, Class M-3-, upgraded to Aa2 from Baa2;
   * Series 2001-RZ2, Class M-1, upgraded to Aaa from Aa2;
   * Series 2001-RZ2, Class M-2, upgraded to Aa2 from A2;
   * Series 2001-RZ2, Class M-3, upgraded to A2 from Baa2;
   * Series 2001-RZ3, Class M-1, upgraded to Aaa from Aa2;
   * Series 2001-RZ3, Class M-2, upgraded to Aa2 from A2;
   * Series 2001-RZ3, Class M-3, upgraded to A3 from Baa2;
   * Series 2001-RZ4, Class M-1, upgraded to Aaa from Aa2;
   * Series 2001-RZ4, Class M-2, upgraded to Aa3 from A2; and
   * Series 2001-RZ4, Class M-3, upgraded to Baa1 from Baa2.


SATURNS TRUST: Two Linked Trusts Get S&P's BB+ Ratings
------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on SATURNS
Trust No. 2001-2 and PreferredPLUS Trust Series CZN-1 to 'BB+'
from 'BBB'.  At the same time, the ratings are removed from
CreditWatch with negative implications, where they were placed
Jan. 5, 2004.

The lowered ratings follow the July 21, 2004 lowering of the
corporate credit and senior unsecured ratings on Citizens
Communications Co.

SATURNS Trust No. 2001-2 and PreferredPLUS Trust Series CZN-1 are
swap-independent synthetic transactions weak-linked to the
underlying securities, Citizens Communications Co.'s 7.05%
debentures due Oct. 1, 2046.  The lowered ratings reflect the
current credit quality of the underlying securities.

         Lowered and Removed from Creditwatch Negative
   
                PreferredPLUS Trust Series CZN-1
      $34 million PreferredPLUS 8.375% trust certificates
   
                                  Rating
                       Class   To       From
                       -----   --       ----
                       Certs   BB+      BBB/Watch Neg
   
                    SATURNS Trust No. 2001-2
            $26 million callable units series 2001-2
   
                                 Rating
                       Class   To       From
                       -----   --       ----
                       Units   BB+      BBB/Watch Neg.


SEITEL INC: June 30 Balance Sheet Insolvent by $2.9 Million
-----------------------------------------------------------
Seitel, Inc. (OTC Bulletin Board: SELA) reported its results for
the second quarter and six months ended June 30, 2004. For the
quarter ended June 30, 2004, revenue was $35.1 million compared to
$31.8 million of revenue in last year's second quarter. Revenue
for the six months ended June 30, 2004 was $76.4 million compared
with revenue of $62.1 million in the first half of 2003.

For the quarter ended June 30, 2004, the Company reported a net
loss of $4.7 million, or $.18 per share, compared with net income
of $0.9 million or $.04 per share in the second quarter of 2003.
Results for both periods include a number of special items that
are not necessarily indicative of our core operations or our
future prospects, and impact the comparability between years. The
loss for the second quarter of 2004 includes $2.4 million of costs
and expenses related to our restructuring efforts, bankruptcy
proceedings, various litigation and severance costs as well as
$0.7 million of foreign currency transaction losses related to our
Canadian subsidiaries. Net income for the second quarter of 2003
includes $0.6 million of costs and expenses related to our
restructuring efforts and various litigation offset by $1.6
million of foreign currency transaction gains related to the
strengthening of the Canadian dollar.

For the six months ended June 30, 2004, the Company reported a net
loss of $5.9 million, compared with a net loss of $1.2 million in
the first half of the prior year. Results for both periods include
a number of special items that are not necessarily indicative of
our core operations or our future prospects, and impact
comparability between years. The 2004 first half includes $7.3
million of costs and expenses related to our restructuring
efforts, bankruptcy proceedings, various litigation and severance
costs and $0.8 million of foreign currency transaction losses
related to our Canadian subsidiaries. The 2003 first half includes
$3.4 million of costs and expenses related to our restructuring
efforts and various litigation, partially offset by $3.0 million
of foreign currency transaction gains related to the strengthening
of the Canadian dollar.

Second quarter income from operations of $2.9 million was $5.8
million lower than the first quarter due to lower data acquisition
activity which was planned after the high first quarter activity
in Canada, and higher data amortization rates on certain data
components.

Randall D. Stilley, CEO and President, commented, "Second quarter
activity continued to track our plans, and the general market for
seismic data in North America is improving. Post acquisition
resale licensing increased $6.2 million compared to last quarter,
and was 19% above the same period last year. This increase,
coupled with an increase in new data acquisition opportunities,
appears to reflect a growing need on the part of our clients for
seismic data in North America. Furthermore, with our
reorganization activities behind us, we can now focus entirely on
executing our business plans."

Data acquisition licensing revenue of $6.6 million was $12.5
million below last quarter due to a planned reduction in new data
acquisition after a strong first quarter in Canada during the
prime winter seismic recording season. Second quarter post
acquisition resale licensing revenue of $27.1 million was $4.4
million above last year and $6.2 million above last quarter.

                           About Seitel

Seitel is a leading provider of seismic data and related
geophysical services to the oil and gas industry in North America.
Seitel's products and services are used by oil and gas companies
to assist in the exploration for and development and management of
oil and gas reserves. Seitel has ownership in an extensive library
of proprietary onshore and offshore seismic data that it has
accumulated since 1982 and that it offers for license to a wide
range of oil and gas companies. Seitel believes that our library
of onshore seismic data is one of the largest available for
licensing in the United States and Canada Seitel's seismic data
library includes both onshore and offshore three- dimensional (3D)
and two-dimensional (2D) data and offshore multi-component data.
Seitel has ownership in over 32,000 square miles of 3D and
approximately 1.1 million linear miles of 2D seismic data
concentrated primarily in the major North American oil and gas
producing regions. Seitel markets its seismic data to over 1,300
customers in the oil and gas industry, and it has license
arrangements with in excess of 1,000 customers.

At June 30, 2004, Seitel Inc.'s balance sheet showed a $2,946,000
stockholders' deficit, compared to $3,722,000 of positive equity
at December 31, 2003.


SFMB ACQUISITION: Confirmation Objections Due Tomorrow
------------------------------------------------------
Objections to confirmation of the Second Amended Joint Plan of
Liquidation of SFMB Acquisition Corporation and its debtor-
affiliates must be filed with the Bankruptcy Clerk in Wilmington,
Delaware, by 4:00 p.m. tomorrow, August 18, 2004, and copies must
be served on:

   (1) The Debtors
       SFMB Acquisition Corporation, et al.
       ACL Adjustment Associates, Inc.
       P.O. Box 422
       Hackensack, New Jersey 07604-0442
       Fax: (201) 288-7455
       Attn: Mr. Tony Labrosciano
             
   (2) Counsel for the Debtors
       Young Conaway Stargatt & Taylor, LLP
       The Brandywine Building
       1000 WestStreet, 17th Floor
       P.O. Box 391
       Wilmington, Delaware 19801
       Fax: (302) 571-1253
       Attn: M. Blake Cleary, Esq.
             Joseph M. Barry, Esq.

   (3) United States Trustee
       Office of the United States Trustee
       84 N. King Street, Suite 2313
       Wilmington, Delaware 19801
       Fax: (302) 573-6497
       Attn: Margaret Harrison, Esq.

   (4) Counsel for the Official Committee of Unsecured Creditors
       Traub, Bonacquist & Fox, LLP
       655 Third Avenue, 21st Floor
       New York, New York 10017-5617
       Fax: (212) 476-4787
       Attn: Michael S. Fox, Esq.
             Adam Friedman, Esq.

            - and -

       Morris Nichols Arsht & Tunnell
       1201 North Market Street
       P.O. Box 1347
       Wilmington, Delaware 19899-1347
       Fax: 302-658-3989
       Attn: Gregory W. Werkhaiser, Esq.

The Honorable Peter J. Walsh approved a disclosure statement on
July 8, 2004, and directed that the Plan be sent to creditors for
a vote.  

SFMB Acquisition Corporation, San Francisco Music Box Company, and
TMC Estate, Inc., fka The Museum Company Inc. filed for Chapter 11
relief on May 16, 2003 (Bankr. Del. Case No. 03-11524-PJW).  
Robert S. Brady, Esq., M. Blake Cleary, Esq., and Joseph M. Barry,
Esq., at Young Conaway Stargatt & Taylor, LLP represent the
defunct retailer.  


SOLUTIA INC: Wants Court Approval on Risk Management Transactions
-----------------------------------------------------------------
As part of their daily operations, Solutia, Inc. and its debtor-
affiliates purchase on average 50,000 to 70,000 MMBTUs (million
British thermal units) of natural gas as fuel for their various
manufacturing and other facilities.  An MMBTU is roughly
equivalent to 1,000 cubic feet. The cost of natural gas, assuming
an average price of $5 per MMBTU, totals $90,000,000 to
$100,000,000 for Solutia, Inc., on an annual basis.

M. Natasha Labovitz, Esq., at Gibson, Dunn & Crutcher, LLP, in
New York, tells Judge Beatty that the natural gas market is
volatile and price fluctuations for this commodity are difficult
to predict.  Natural gas price hedging is a financial management
tool that is commonplace in the chemical industry.

Given the magnitude of Solutia's natural gas expenses and
resulting exposure to price fluctuations, Solutia historically
entered into risk management transactions on an unsecured basis
with Citibank, N.A., and other financial institutions involved in
the energy markets, to hedge against the market risks.  These
transactions usually took the form of swaps, with which Solutia
covered its fixed price exposure with floating market price
agreements.  Solutia would be compensated when the market price
exceeded the fixed price.  If the opposite occurred, then Solutia
would pay the counterparty to the swap.  These transactions were
historically documented on an individual basis with the various
counterparties.  For 2003, Solutia reported the notional value of
its maximum exposure under hedging agreements as $6,000,000 and
its actual gain attributable to the hedging activity as $500,000.

Because of its weakened credit rating and the Enron bankruptcy,
by the second half of 2003, Solutia's hedging activities ceased
as their traditional counterparties were no longer willing to
enter into transactions on an unsecured basis.  No transactions
currently remain outstanding.

             Risk Management Transactions with Citibank

Since the Petition Date, Citibank indicated its willingness to
enter into hedging transactions with Solutia on a secured basis,
as contemplated by the Court-approved DIP Agreement.  Solutia's
obligations to Citibank under the hedging transactions would
qualify as Hedging Obligations as defined in, and permitted by,
the DIP Agreement.  The DIP Agreement contemplates that Hedging
Obligations are entitled to the same priority in payment and
superpriority liens as all other Obligations under the DIP
Agreement.

Solutia believes that establishing the ability to recommence
hedging activities is necessary and prudent to insulate its
business from the risk of natural gas price fluctuations.  To
accomplish that goal, Solutia and Citibank propose to enter into
a Master Agreement, in the form issued by the International Swaps
and Derivatives Association, Inc.  Ms. Labovitz relates that the
ISDA form master agreement is used throughout the industry.

The Master Agreement and the Citibank Schedule will cover any
individual transactions Solutia and Citibank will execute, and
will set forth the general structure of the contractual
relationship between them.  This structure allows Citibank and
Solutia to document individual hedging transactions with less
paperwork, using a document called a "confirm," and will save
time so that Solutia may take advantage of prices which may
change in mere minutes.  In addition, the Master Agreement
structure facilitates the payment of settlement amounts when
there are multiple contracts by allowing for the netting out of
amounts to be paid and received at the same time.

Solutia will not enter into any risk management transaction that
would cause the total amount of the Obligations outstanding under
the DIP Agreement to exceed $525,000,000, as previously
authorized by the DIP Order.  Therefore, Ms. Labovitz assures the
Court that the entry into the Risk Management Transactions will
not result in any new borrowing under the DIP Agreement and will
not increase the level of secured indebtedness to the DIP Lenders
that is currently authorized to be outstanding.

Ms. Labovitz also notes that since the Petition Date, the Debtors
have assessed the need to continue entering into limited Risk
Management Transactions solely to hedge against price
fluctuations in the natural gas market.  Without the ability to
enter into Risk Management Transactions on a secured basis as
contemplated by the DIP Agreement, Solutia is unable to manage
its fuel expenses and hedge against the risk that they may
fluctuate greatly, depending on price movements over which it has
no control.  Solutia concluded that entering into and managing
new limited Risk Management Transactions is an effective way to
hedge against certain price movements in the natural gas markets.

Although Solutia believes that entering into the Risk Management
Transactions postpetition is within the ordinary course of its
business, its hedging arrangements with Citibank and others were
historically unsecured and not subject to the ISDA form
agreements.  In an abundance of caution and as additional
assurance to Citibank and other interested parties that these
transactions are authorized, Solutia seeks the Court's authority
to enter into and manage the secured Risk Management Transactions
with Citibank.  Solutia further asks the Court to authorize,
subject to any required approval and consent from the DIP
Lenders, its entry into other transactions as are necessary to
allow it to effectuate the Risk Management Transactions,
including posting letters of credit, entering into escrow
agreements, opening and funding escrow accounts, posting
collateral, and prepayment, if necessary.

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)


SPEIZMAN INDUSTRIES: Dobbins Auctioning Remaining Assets Today
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia,
Newnan Division, gave its nod of approval to Speizman Industries,
Inc., and its debtor-affiliates' request to conduct an auction of
substantially all of their remaining assets.

The Debtors will hold that auction today, August 17, 2004, at
their Charlotte, North Carolina headquarters.

The assets to be auctioned include:

   -- parts inventory for both the textile and laundry
      operations,

   -- machinery for both the textile and laundry operations; and

   -- office furniture, office equipment, shelving and office
      supplies.

The Debtors have selected The Dobbins Company to conduct the
Auction.  The Auction will be an absolute auction on an item-by-
item basis, with no reserves.  Successful bidders at the Auction
will pay cash or for the assets they purchase them.

The Court finds that the Auction process is commercially
reasonable and is in the best interest of the estate and the
Debtor's creditors.  The Debtors are directed to hold the net
proceeds from the Auction, and to distribute those proceeds only
in accordance with a future Court order.  

Headquartered in Charlotte, North Carolina, Speizman Industries,
Inc. -- http://www.speizman.com/-- is a distributor of  
specialized Commercial industrial machinery parts and equipment
operating primarily in textile and laundry.  The Company, along
with its affiliates, filed for chapter 11 protection (Bankr. N.D.
Ga. Case No. 04-11540) on May 20, 2004.  Michael D. Langford,
Esq., at Kilpatrick Stockton LLP, represents the debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $23,938,000 in assets and $23,073,000
in liabilities.


SPIEGEL GROUP: Wants to Adopt PI Claims Resolution Procedures
-------------------------------------------------------------
James L. Garrity, Jr., Esq., at Shearman & Sterling, LLP, in New
York, reports that as of July 27, 2004, 4,157 proofs of claim
have been filed against Spiegel Group and its debtor-affiliates.  
The Debtors are reviewing and reconciling the claims with the
liabilities reflected in their books and records.  As part of the
review process, the Debtors are identifying categories of claims
that should be disallowed and expunged, reduced and allowed, or
reclassified and allowed.  To avoid possible double or improper
recovery by claimants, the Debtors are filing a series of omnibus
objections to various categories of claims.  The Debtors have
filed ten omnibus objections to over 700 claims to date and will
continue filing more objections in the upcoming months.

                       The Pending Actions

During the course of the claims reconciliation process, the
Debtors identified 21 prepetition claims based on personal
injury, employment litigation, and similar claims by various
claimants.  Certain Pending Actions relate to claims against
persons or entities for whom the Debtors retain ultimate
liability, including non-debtor defendants to any Pending Action
who are current or former employees of the Debtors, or other
persons or entities who are entitled to be indemnified through
indemnity contracts or corporate bylaws.  Claims arising from the
Pending Actions have been scheduled by the Debtors as contingent,
disputed, and unliquidated.

                The Applicable Insurance Policies

With respect to Pending Actions based on personal injury and
similar claims, the Debtors are insured for two prepetition
periods with different carriers:

                Period                       Carrier
                ------                       -------
          October 1, 1986 to        Colonia Insurance Company
          September 30, 1998

          October 1, 1998 to        Royal Indemnity Company
          March 17, 2003

Each of the policies includes a $10,000,000 cap in any given
policy year, with a $1,000,000 limit for bodily injury and
property damage for each occurrence.  The policies also provide
for a two-fold self-insured retention:

   * $50,000 for any single occurrence; and

   * $250,000 in the aggregate for any given policy year.

The Debtors do not have any insurance for the Pending Actions
based on employment litigation and similar claims.

                        The ADR Procedures

To expedite the resolution of the Pending Actions, the Debtors
propose to implement alternative dispute resolution procedures as
set forth in an ADR Term Sheet.

The principal terms of the ADR Term Sheet are:

   (a) The ADR Claims

       Upon service by the Debtors of an ADR Notice on a
       Claimant or a Claimant's counsel, a Pending Action will be
       deemed an "ADR Claim" and will be subject to the ADR
       Procedures.  The preliminary lists of ADR Claims comprise
       substantially all of the Pending Actions the Debtors are
       presently aware of.

   (b) The Additional ADR Claimants

       If a holder of a prepetition claim timely informs the
       Debtors that his or her claim meets the criteria of a
       Pending Action, but was omitted from the Preliminary ADR
       Claims List, or if the Debtors become aware of an
       additional Claimant whose claim was omitted from the
       Preliminary ADR Claims List, the Debtors may classify the
       claim as an "Additional ADR Claim" and the Claimant will
       be an "Additional ADR Claimant."  Additional ADR Claimants
       may become bound by the ADR Procedures upon the Debtors'
       service to the Claimants of:

          (i) the Order approving the ADR Procedures;

         (ii) a copy of the ADR Procedures;

        (iii) an ADR Notice, which will include, if applicable,
              the name and address of the relevant insurance
              carrier or other statutorily created guarantee
              fund; and

         (iv) the applicable Opt-Out Stipulation.

       All Additional ADR Claims will be deemed included in the
       definition of "ADR Claims" unless otherwise specified.
       The holders of Additional ADR Claims will have 20 days
       from the receipt of the ADR Package to object to being
       included in the ADR Procedures by filing a written
       objection with the Bankruptcy Court.  If no ADR Objection
       is timely filed, the holder's objection will be deemed
       waived and its Additional ADR Claim will be subject to the
       ADR Procedures without further Court order.  Any Claimant
       not served with an ADR Notice may request inclusion in the
       ADR Procedures and may be treated as the holder of an
       Additional ADR Claim.  The Debtors will provide their
       insurance carriers or other third party payors with timely
       notice of all Additional ADR Claims.

   (c) The ADR Injunction

       After entry of the ADR Order, and commencing on the date
       of service of the ADR Notice, all holders of ADR Claims
       will be enjoined from, among other things, commencing or
       continuing any action or proceeding in any manner or any
       place to collect or otherwise enforce the ADR Claims
       against the Debtors or their property other than through
       the ADR Procedures.  The ADR Injunction also applies to
       proceedings against the Debtors' Indemnitees and any
       direct action against the Third Party Payors, in each case
       solely with respect to the ADR Claims.  An Indemnitee or
       Third Party Payor who is a named party in a current
       proceeding must execute an agreement to toll any
       applicable statutes of limitation to receive the benefits
       of the ADR Injunction.

       With respect to Additional ADR Claims, the ADR Injunction
       will commence:

       * if a Claimant does not timely file an ADR Objection, on
         expiration of the ADR Objection Deadline, or

       * if a Claimant timely files an ADR Objection, on the date
         that the Bankruptcy Court enters an order overruling the
         ADR Objection and approving the inclusion of the
         Claimant's Additional ADR Claim in the ADR Procedures.

   (d) Expiration of the ADR Injunction

       The ADR Injunction will expire with respect to any ADR
       Claim or Additional ADR Claim on the earliest of:

       * one year from the date of entry of the ADR Order;

       * the completion of the ADR Procedures with respect to the
         ADR Claim;

       * the Claimant's entry into a stipulation with the Debtors
         to modify the automatic stay, which has been approved by
         the Bankruptcy Court;

       * the Court's entry of an order modifying the automatic
         stay to permit the Claimant to liquidate the ADR Claim;
         or

       * further Court order.

       Although the ADR Injunction will not prohibit a Claimant
       from filing and serving a complaint, or naming and serving
       additional third parties in a previously filed complaint,
       if the newly served or named defendant is a Debtor, these
       actions would constitute a violation of Section 362 of the
       Bankruptcy Code.

   (e) The Four-Stage Resolution Process

       A four-stage process will be established for the orderly
       and efficient resolution of the ADR Claims:

       (1) Formal demand/counteroffer stage, with limited
           discovery available to the parties;

       (2) Mediation;

       (3) Binding arbitration only for those Claimants who
           consent; and

       (4) Modification of the automatic stay for those Claimants
           whose ADR Claims were not settled or submitted to
           binding arbitration.  The fourth stage will commence
           only after all mediation has been completed.

   (f) Opting Out of the ADR Procedures

       A Claimant may opt out of the ADR Procedures and obtain
       relief from the automatic stay by entering into a
       stipulation with the Debtors which requires the Claimant
       to:

       * waive all claims for punitive damages, attorney's fees,
         and any similar enhanced remedies;

       * dismiss, with prejudice, all claims against any
         Indemnitee;

       * agree not to name any Indemnitee as a defendant in the
         Pending Action; and

       * agree to limit his or her recovery, if any, solely to
         available insurance proceeds and waive all rights to
         seek recovery from the assets of the Debtors or their
         estates.

                  ADR Procedures Are Necessary

Even though the Debtors' insurance might absorb some of the costs
associated with the ADR Claims, Mr. Garrity tells Judge
Blackshear that the Claims will still involve substantial costs
to the Debtors' estates.  Moreover, because of the number of ADR
Claims, as well as the fact that a significant number of ADR
Claims are based on personal injury tort claims, which the
Bankruptcy Court cannot hear pursuant to 28 U.S.C. Section
157(b)(5), the liquidation of the ADR Claims in the Bankruptcy
Court is neither feasible nor proper.  The resolution of the
claims through litigation, in any court, would also be a time-
consuming, inefficient process, which would be a substantial
drain on the Debtors' time and resources.

Accordingly, the Debtors believe that the ADR Procedures, which
provide for the estimation and liquidation of the ADR Claims, is
a necessary component of their Chapter 11 cases.  The Debtors
anticipate resolving, through negotiations, a sizable number of
the ADR Claims using the ADR Procedures.  With respect to those
ADR Claims which are not ultimately resolved during the
demand/counter offer stage, the ADR Procedures provide an
equitable, expeditious and cost-effective mechanism for
liquidating the Claims.

                        The ADR Injunction

Mr. Garrity maintains that as a prerequisite to the success of
the ADR Procedures, it is critical that the automatic stay remain
in effect and prohibit the commencement or continuation of any
prepetition personal injury, employment law, and similar claims
that have been or may be asserted against the Debtors, except as
provided in the ADR Term Sheet.  If the Claimants were allowed to
proceed with their Claims before they were required to comply
with the ADR Procedures, these procedures would have little or no
benefit to the Debtors.  The Debtors would then be forced to
expend their limited time and resources defending the ADR Claims
in various courts throughout the United States.

Therefore, the automatic stay should not be terminated at
different points of time in the Debtors' Chapter 11 cases with
respect to each Claimant whose ADR Claim is not resolved through
the demand/counteroffer stage and the mediation stage.  Rather,
the automatic stay should only be modified after the Debtors have
completed the mediation of all ADR Claims so that the litigation
of some ADR Claims will not divert their time and money, and
impair their ability to complete the ADR Procedures with respect
to all ADR Claims.  Preserving the automatic stay will enable the
Debtors' personnel to concentrate on the resolution of all ADR
Claims in a focused, efficient manner.

The Debtors also believe that extending the ADR Injunction to
their Indemnitees is both reasonable and necessary.  If the ADR
Injunction is not extended to the Indemnitees, the Debtors will
be required to defend the ADR Claims on the Indemnitees' behalf,
effectively negating any benefit to the Debtors of the ADR
Procedures or the ADR Injunction.  Moreover, the Claimants would
have no incentive to participate in good faith in the
ADR Procedures because they could proceed against the same
insurance policy outside the ADR Procedures by virtue of their
claim against the Indemnitees.

Headquartered in Downers Grove, Illinois, Spiegel, Inc. --
http://www.spiegel.com/-- is a leading international general  
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores.  The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540).  James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
1,706,761,176 in debts. (Spiegel Bankruptcy News, Issue No. 30;
Bankruptcy Creditors' Service, Inc., 215/945-7000)   


SURGICARE INC: Finalizes Transaction with American Int'l Ind.
-------------------------------------------------------------
During the quarter ended June 30, 2004, Surgicare (SRG) proposed a
transaction to American International Industries, Inc., whereby
SRG will redeem the $4,500,000 Series AA Preferred Shares owned by
AII.

In consideration for that redemption, SRG will issue to AII
8,750,000 shares of SRG common stock, and, as additional
consideration (since the market value of the 8,750,000 shares of
SRG common stock is approximately $3,000,000), SRG will sell to
AII the five parcels of real estate (all originally appraised at
$6,000,000).

AII agreed to assume a first lien balance outstanding secured by
the properties in the amount of approximately $1,100,000 and
further, AII would pay SRG approximately $300,000 in cash at time
of closing. The SRG proposal to issue to AII 8,750,000 shares of
SRG common stock was subject to the listing of such SRG shares by
the AMEX. The agreement between the parties further stated that in
the event the 8,750,000 shares could not be listed on the AMEX,
then the $4,500,000 evidenced by the Preferred Shares owned by AII
will continue to be paid based on the previous scheduled payments
of $1,500,000 in each year 2004, 2005, 2006. The real estate part
of the transaction closed on July 29, 2004.

AII proceeded to sell the properties to an unaffiliated third
party which sale included the assumption by third party of the
$1,100,000 first lien and the $300,000 cash payment. As additional
consideration for the sale of the properties to third party, the
purchaser executed a $5,000,000 secured Promissory Note to AII,
and the Note is further secured by second liens on the real
estate. The Note is payable in five years and bears interest of
three percent per annum. Using conservative accounting principles,
AII determined that it will record a reserve of $1,000,000 in
connection with said Note. The sale of the real estate to third
party purchaser will add substantially to AII's earnings per
share.

              About American International Industries

American International Industries Inc. is a holding company. The
Company has holdings in industry, finance, real estate in Houston
Texas, and surrounding areas, and oil & gas. The vision of the
Company is to develop holdings in various industries through
acquisition of existing companies, applying the financial
resources and management expertise to foster the growth and
profitability of the acquired businesses. The holding company
serves as a financial and professional partner to the management
of the subsidiaries. The role of the holding company is to improve
each subsidiary's access to capital, achieve economies of scale by
consolidating administrative functions, and utilize the financial
and management expertise of corporate personnel across all units.
The Company is continuing to work with management of the
subsidiary companies to improve revenues, operations and
profitability.

                       About Surgicare, Inc.  
  
SurgiCare, Inc. was incorporated in Delaware on February 24, 1984   
as Technical Coatings Incorporated. On September 10, 1984, its   
name was changed to Technical Coatings, Inc. Immediately prior to   
July 1999, TCI was an inactive company. On July 11, 1999, TCI   
changed its name to SurgiCare Inc., and at that time changed  
its business strategy to developing, acquiring and operating   
freestanding ambulatory surgery centers. On July 21, 1999,   
SurgiCare acquired all of the issued and outstanding shares of   
common stock of Bellaire SurgiCare, Inc. a Texas corporation, in   
exchange for the issuance of 9.86 million shares of common stock,   
par value $.005 per share and 1.35 million shares of Series A   
Redeemable Preferred Stock, par value $.001 per share, of   
SurgiCare to the holders of Bellaire's common stock. For   
accounting purposes, this reverse acquisition was effective   
July 1, 1999.  
  
                           *   *   *     
  
In its Form 10-QSB for the quarterly period ended March 31, 2004,   
filed with the Securities and Exchange Commission, Surgicare, Inc.
reports:  
  
"In the first quarter of 2004, the Company did not raise any   
substantial funds through the sale of equity securities, though   
$16,535 was recorded on the exercise of outstanding warrants.   
Although the Company believes it will generate cash from  
operations in the future, due to its debt load, it is not able to   
fund its current operations solely from its cash flow.  
  
"The Company believes that additional sales of debt and/or equity  
securities will be required to continue operations. Prior to the   
closing of such contemplated transactions, any additional sales of   
debt and/or equity by the Company will be subject to the prior   
approval of the counterparties to the applicable transaction    
documents. The Company can provide no assurance that it will be    
successful in any future financing effort to obtain the necessary   
working capital to support its operations, or fund acquisitions   
for its anticipated growth. In the event that any future
financing efforts are not successful, the Company will be forced
to liquidate assets and/or curtail operations."


TANGO INC: Streamlines Operations to Improve Per-Job Margins
------------------------------------------------------------
Tango Incorporated (OTCBB:TNGO) will immediately begin executing a
two-part plan to streamline its operations in an effort to
increase margins per job. Tango is acquiring a new software
management system and improving its Pin registration system. The
software is expected to reduce man hours spent processing orders
and to eliminate the chance for human error, and will integrate
very efficiently into the existing accounting system.

"Delivery, quality and efficiencies are the keys to our success
and to achieving profit. With the integration of a new software
system, we expect to reduce our costs in customer service and to
improve our workflow process. We fully expect to be able to pay
for the new system through the savings generated in the reduction
of man-hours spent utilizing our current system. The upgraded Pin
registration system should enable the company to improve on
efficiencies when setting the presses up for each job. We expect
to save approximately 4,000 to 8,000 man-hours a year, ultimately
increasing our margins and our profitability," said Sameer Hirji,
CEO of Tango.

                           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.


TRAVELSHORTS.COM: Former Auditors Express Going Concern Doubt
-------------------------------------------------------------
Effective June 16, 2004 TravelShorts.com replaced Spicer Jefferies
LLP with Schumacher & Associates, Inc. as the Company's
independent certified public accountants.  

The decision to replace Spicer was a result of the decision by
Spicer to discontinue its  auditing practice at the present time
for publicly traded corporations.  Spicer audited the Company's
financial statements for the fiscal year ended March 31, 2003. The
report of Spicer for this fiscal year was qualified with respect
to uncertainty as to the Company's ability to continue as a going  
concern.  

The Company has authorized Spicer to discuss any matter relating
to the Company and its operations with Schumacher.

The change in the Company's auditors was recommended and approved
by the Director of the Company. The Company does not have an audit
committee.


TRICOM S.A.: Reports Board Changes Following CFO Resignation
------------------------------------------------------------
Ramon Tarrago has resigned as Chief Financial Officer of Tricom,
S.A. (OTC Bulletin Board: TRICE.OB), to pursue other professional
interests as a consultant in matters of finance and macroeconomic
policy. Mr. Tarrago will be taking a position as consultant to the
finance ministry of the new Dominican government, and expects to
work on sovereign debt issues. Mr. Tarrago will remain as a
consultant to the Company. Mr. Erwin Mendez, who has served as the
Company's Controller since November 2002, will assume
responsibility for overseeing the Company's financial operations
effective immediately.

The Company's Board of Directors has received the resignations of
Edwin Corrie and Marino Ginebra. Mr. Corrie and Mr. Ginebra,
members of the Company's Board of Directors since October 2001,
cited personal and other business commitments for their decision
to resign from the board. In addition, the Company has announced
the appointments of Thomas Canfield, Carlos Castillo and Rosangela
Pellerano as non-executive members of its Board of Directors.

"We have enjoyed working with Ramon and we thank him for his
significant and valuable contributions to the Company, especially
on the international business front, over these past 12 years. We
wish him well in his future endeavors. Erwin has demonstrated
strong cost management and expense control skills and has
developed a solid understanding of our business in performing his
respective role in the Company's finance area. We look forward to
working with him as we continue to implement and manage our
current business strategies", said Carl Carlson, Chief Executive
Officer. "I also want to extend our appreciation to Jack and
Marino for their contributions and dedication in the service of
Tricom, and at the same time, I welcome Thomas, Carlos and
Rosangela to our Board of Directors", added Mr. Carlson.

Following these changes, the Company's Board of Directors consists
of the following eleven individuals: Ricardo Valdez Albizu, Thomas
Canfield, Carlos Castillo, Hector Castro Noboa, Anibal de Castro,
James Deane, Arturo Pellerano, Rosangela Pellerano, Roberto
Saladin, Adriano Tejada and Valeriano Valerio. The Company's By-
laws provide for 12 directors, two of which are independent of the
majority shareholders, GFN Corp. and Motorola, Inc. A search is
currently underway to fill a vacant independent director position.

Erwin Mendez, 43, has served as the Company's Controller since
November 2002. Before joining Tricom, he was Vice President of
Finance for Centennial Dominicana, a subsidiary of Centennial
Communications Corp., for two years. Mr. Mendez is also a former
14-year Colgate-Palmolive Company executive where he served in key
financial positions, including his last assignment as Finance
Director for the Caribbean region. Mr. Mendez graduated magna cum
laude with a BA in accounting and finance from Universidad APEC in
Santo Domingo and holds an MBA from Instituto Tecnologico de Santo
Domingo, Dominican Republic.

Thomas Canfield, 48, has served as the court-appointed Chief
Executive Officer and Plan Administrator of AT&T Latin America
Corp., which is currently in Chapter 11 bankruptcy proceedings,
since February 2004. Mr. Canfield previously served as AT&T Latin
America's General Counsel and Secretary from 2000 to 2004. Before
joining AT&T Latin America, Mr. Canfield was counsel in the
corporate and international practice groups of the international
law firm Debevoise & Plimpton LLP. He is also a former Bankers
Trust Company executive and a private real estate developer. Mr.
Canfield holds a B.A. in History from Wesleyan University and a
J.D. from Fordham University School of Law, New York.

Carlos Castillo, 49, is an independent financial advisory
consultant with over 20 years of operational and transactional
experience in corporate finance, debt restructuring, investment
and merchant banking services principally in Latin America. From
1987 to 1995, and again from 1999 to 2001, Mr. Castillo was Senior
Managing Director at Bear Stearns & Co., Inc. Latin America Equity
Capital Markets and Investment Banking. Mr. Castillo previous
experience also includes executive positions at Bankers Trust
Company and Continental Bank. Mr. Castillo holds a B.S. in
Economics from Universidad Nacional de Ingeneria in Peru and an
MBA from the Wharton School of Business, University of
Pennsylvania.

Rosangela Pellerano, 46, has over 16-years experience within the
Dominican commercial banking industry. Mrs. Pellerano is a former
Vice President of both the Consumer and Corporate Banking Services
and International Banking Services divisions of Bancredito, S.A.
Bancredito was formerly owned by GFN Corp., the Company's
principal shareholder. Mrs. Pellerano is a graduate of Instituto
Tecnologico de Santo Domingo where she majored in business
administration and holds an MBA from Universite du Quebec in
Montreal, Canada. Ms. Pellerano is sister to Arturo Pellerano,
President of GFN Corp. and member of the Company's Board of
Directors.

                           About TRICOM

Tricom, S.A. is a full service communications services provider in
the Dominican Republic. The Company offer local, long distance,
mobile, cable television and broadband data transmission and
Internet services. Through Tricom USA, the Company is one of the
few Latin American based long distance carriers that is licensed
by the U.S. Federal Communications Commission to own and operate
switching facilities in the United States. Through its subsidiary,
TCN Dominicana, S.A., the Company is the largest cable television
operator in the Dominican Republic based on its number of
subscribers and homes passed. For more information about Tricom,
please visit http://www.tricom.net/

                           *   *   *

                 Financial Restructuring Update

As previously announced, the Company is continuing negotiations  
with its secured and unsecured lenders, which include an ad hoc  
committee of holders of its 11-3/8% Senior Notes due 2004,  
regarding an agreement on a consensual financial restructuring of  
its balance sheet. Although there is no assurance that such an  
agreement will occur, the Company is optimistic that these  
negotiations will lead to a consensual agreement in the near term.  
The Company's future results and its ability to continue  
operations will depend on the successful conclusion of the  
restructuring of its indebtedness.

Since these negotiations are ongoing, the treatment of the  
Company's existing secured and unsecured creditors, as well as the  
interest of its existing shareholders, is uncertain at this time.  
However, the financial restructuring could possibly result in the  
conversion of at least all or a substantial portion of the  
Company's outstanding 11-3/8% Senior Notes and unsecured  
commercial bank debt into equity in a manner that would reduce  
substantially, or eliminate, the value of the Company's current  
equity. Accordingly, investors in the Company's debt and equity  
securities may be substantially diluted or lose all or
substantially all of their investment in the Company's securities.


TULARIK: Amgen Completed Acquisition After Stockholders Okay Sale
-----------------------------------------------------------------
Amgen Inc. (Nasdaq:AMGN), the world's largest biotechnology
company, completed the acquisition of Tularik Inc., a pioneer in
drug discovery related to cell signaling and the control of gene
expression. Final regulatory approvals were received in June and
Tularik stockholders approved Amgen's acquisition of the company
during a special meeting held Thursday, Aug. 12, 2004.

"The completion of this acquisition underscores our commitment to
scientific excellence and innovation through the expansion of our
internal drug discovery research capabilities," said Roger M.
Perlmutter, M.D., Ph.D., executive vice president research and
development of Amgen. "We welcome the Tularik staff into our
organization and are confident that our combined research capacity
will help patients by advancing important treatments for serious
diseases."

Pursuant to the merger agreement announced on March 29, 2004,
Amgen will exchange Tularik common stock for Amgen common stock in
a tax-free transaction. Tularik stockholders will be entitled to
0.451 shares of Amgen common stock for each share of Tularik
common stock held. Any fractional shares will be paid in cash. A
total of approximately 24 million Amgen shares will be issued as
consideration.

"We are truly looking forward to being a part of Amgen," said
David V. Goeddel, Ph.D., founder and chief executive officer of
Tularik and now part of the Amgen leadership team. "I'd like to
thank the Tularik staff for their hard work, dedication and
continued commitment during this important transition."

                           About Amgen

Amgen is a global biotechnology company that discovers, develops,
manufactures and markets important human therapeutics based on
advances in cellular and molecular biology.

                          About Tularik

Tularik is engaged in the discovery and development of a broad
range of novel and superior orally available medicines that act
through the regulation of gene expression. Tularik's scientific
platform is focused on three therapeutic areas: cancer,
inflammation and metabolic disease. Tularik currently has five
drug candidates in clinical trials. In the cancer area, Tularik is
currently conducting a pivotal study of T67 for the treatment of
hepatocellular carcinoma and Phase 2 trials with T607 for the
treatment of gastric and esophageal cancer. T487, for the
treatment of inflammatory diseases, and T131, for the treatment of
type 2 diabetes, are in Phase 2 trials to evaluate safety and
pharmacokinetic parameters. T71 for the treatment of obesity has
recently commenced Phase 1 trials.

                           *   *   *

                 Liquidity and Capital Resources

In its Form 10-Q for the quarterly period ended March 31, 2004,
Tularik Inc. reports:

"Since inception, our primary sources of funds have been the sale
of equity securities, capital lease financings, non-equity
payments from collaborators and interest income. Combined cash,
cash equivalents and investments (both current and non-current)
totaled $180.5 million at March 31, 2004 (including $10.1 million
attributable to our majority-owned subsidiary, Cumbre Inc.), a
decrease of $22.2 million from December 31, 2003. The decrease was
due to the use of $26.1 million to fund operations, the repayment
of long-term debt of $1.8 million and the acquisition of property
and equipment for $0.1 million. These reductions were partially
offset by $2.1 million in proceeds from the issuance of long-term
obligations and $3.7 million in proceeds from the issuance of
common stock and from notes paid by stockholders. As of March 31,
2004, the average maturity of available-for-sale securities was
approximately 137 days.

"Future capital requirements will also depend on the extent to
which we acquire or invest in businesses, products and
technologies. Until we can generate sufficient levels of cash from
our operations, which we do not expect to achieve for at least
several years, we expect to finance future cash needs through the
sale of equity securities, strategic collaborations and debt
financing as well as interest income earned on cash balances. In
August 2001, we filed a registration statement on Form S-3 to
offer and sell common stock and debt securities in one or more
offerings up to a total amount of $250.0 million. Currently,
$135.7 million remains available on the Form S-3, and we have no
current commitments to offer and sell any securities that may be
offered or sold pursuant to such registration statement. We cannot
assure you that additional financing or collaboration and
licensing arrangements will be available when needed or that, if
available, such financing or arrangements will be obtained on
terms favorable to us or our stockholders. Insufficient funds may
require us to delay, scale back or eliminate some or all of our
research or development programs, to lose rights under existing
licenses or to relinquish greater or all rights to drug candidates
at an earlier stage of development or on less favorable terms than
we would otherwise choose. Insufficient funds may also adversely
affect our ability to operate as a going concern. One of the
factors considered by our Board of Directors in approving the
merger agreement was Amgen's robust and diverse revenue base,
financial strength and cash reserves sufficient to fund future
research and development of the product candidates in our
pipeline. If additional funds are raised by issuing equity
securities, substantial dilution to existing stockholders may
result."


VENTURE IV: S&P Assigns BB Rating to $11MM Class D Floating Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Venture IV CDO Ltd./Venture IV CDO Corp.'s $457.5
million fixed- and floating-rate senior notes due 2016.

The preliminary ratings are based on information as of
August 13, 2004.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.

The preliminary ratings reflect:

   -- The expected commensurate level of credit support in the
      form of subordination to be provided by the notes junior to
      the respective classes;

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

   -- The experience of the collateral manager; and

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

                  Preliminary Ratings Assigned
            Venture IV CDO Ltd./Venture IV CDO Corp.
   
      Class                 Rating        Amount (mil. $)
      -----                 ------        ---------------
      A-1 floating          AAA                   373.50
      A-2 floating          AA                     27.50
      B-1 floating          A-                     20.50
      B-2 fixed             A-                      8.50
      C-1 floating          BBB                    10.50
      C-2 fixed             BBB                     6.00
      D floating            BB                     11.00
      Subordinated notes    N.R.                   42.95
   
           N.R. -- Not rated.


WILTEL COMMS: Moody's Withdraws B3 Senior Implied Rating
--------------------------------------------------------
Moody's Investors Service has withdrawn the former B3 senior
implied rating, the B3 senior secured bank credit facility rating,
and the Caa1 senior unsecured issuer rating for WilTel
Communications, LLC, a wholly-owned subsidiary of WilTel
Communications Group, Inc.

Moody's has withdrawn the ratings due to material structural
changes to the proposed transaction, and the expectation that the
financing associated with the previously rated instrument will not
close as anticipated.  The former ratings were based on our
understanding of the transaction's structure at that point in
time.  It is not yet known whether or not Moody's will be
assigning ratings to the revised instruments currently being
arranged for the company.

WilTel Communications Group Inc. is a long distance carrier
headquartered in Tulsa, Oklahoma.


UAL CORP: Wants Court to Bar Complaints Until Plan is Effective
---------------------------------------------------------------
UAL Corp. and its debtor-affiliates ask Judge Wedoff to enjoin the
International Association of Machinists and Aerospace Workers from
the continued prosecution of two lawsuits filed before the United
States District Court for the Northern District of Illinois and
the United States District Court for the District of New Jersey
against United Airlines senior officers, Glenn F. Tilton, Frederic
F. Brace and Peter D. McDonald.

"This is an especially inappropriate time for United's key  
restructuring officers to face collateral litigation," James H.M.  
Sprayregen, Esq., at Kirkland & Ellis, tells the Bankruptcy  
Court.

Eight current and former United employees, who are participants  
in the Public Contact Plan and the Ground Plan, also signed the  
complaint:

   (1) John D. Patrick, Jr.,
   (2) Rudy Asuncion,
   (3) Nancy Campbell,
   (4) Mary Barry,
   (5) Charles Donnelly,
   (6) Roseann Minnich,
   (7) Gabriel Imbemba, and
   (8) Guillermo Montoya

According to Mr. Sprayregen, the Debtors stand at a critical time  
in their restructuring.  In the wake of the Air Transportation  
and Stabilization Board's denial of the Debtors' loan guarantee  
application, the airline must embark on additional restructuring  
initiatives, including cost-cutting and efficiency improvements,  
to attract the financing necessary to fund their exit from  
bankruptcy on a non-guaranteed basis.  The Debtors' absolute need  
to develop additional restructuring initiatives to attract exit  
capital requires the 100% focus of their management.

Whatever the merits of the IAM's Complaints, Mr. Sprayregen  
contends that the prosecution of the Lawsuits during the course  
of the Debtors' restructuring is entirely unnecessary and will  
clearly disrupt the Debtors' reorganization efforts, risking  
substantial harm to all of the Debtors' constituents.

The IAM Complaints allege that Messrs. Tilton, Brace and McDonald  
breached their plan fiduciary duties under the ERISA by entering  
into a credit arrangement that prohibited the Debtors from making  
contributions to the United Airlines Management, Administrative  
and Public Contact Pension Plan, and the United Airlines Ground  
Employees' Retirement Plan.  The Complaints attempt to hold the  
Senior Executives personally liable for the purported breaches.

The IAM is attempting an end-run around the Bankruptcy Court.   
Rather than coming to the Bankruptcy Court to address its pension  
funding concerns, the IAM asked two other courts to order the  
Debtors' top officers -- on the Debtors' behalf -- to:

   (1) obtain financing for the Debtors and then direct the
       Debtors to fund the Pension Plans; or

   (2) fund the Pension Plans from their personal assets.

The IAM is trying to force the Debtors to pay their pension  
contributions by applying pressure to the Debtors' top individual  
officers in different judicial forums, Mr. Sprayregen says.

The Debtors want the IAM and the eight other plaintiffs barred  
from prosecuting the Complaints until the effective date of the  
Debtors' reorganization 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: Sees Loan Covenant Problems in Third Quarter
--------------------------------------------------------
For the second quarter of 2004, US Airways Group reports  
$1,960,000,000 in operating revenues, $83,000,000 in operating  
income, and $34,000,000 in net income.  Operating revenues were  
$1,780,000,000, operating income was $67,000,000, and net income  
was $13,000,000 for the same period in 2003.

Despite a small profit in the second quarter, Anita P. Beier, US  
Airways' Chief Accounting Officer, discloses in a regulatory  
filing with the Securities and Exchange Commission on August 4,  
2004, the Company continues to have a loss on a year-to-date  
basis.  Moreover, the competitive environment continues to  
intensify, particularly in key markets such as Philadelphia,  
Washington, D.C., Boston and New York.  The downward pressures on  
industry pricing and sustained high fuel prices continue to have  
a material adverse impact on US Airways' operating results.

According to Ms. Beier, US Airways is highly leveraged and  
substantially all of its assets, including aircraft and engines,  
are subject to liens securing indebtedness.  US Airways requires  
substantial working capital to meet scheduled debt and lease  
payments and to finance day-to-day operations.  Ms. Beier relates  
that US Airways is pursuing a Transformation Plan to reduce the  
cost per available seat mile to levels competitive with other  
low-cost carriers such as America West and Jet Blue.  However,  
there is no assurance that the Plan can be achieved.  Failure to  
achieve the Transformation Plan will force the Company to  
reexamine its strategic options including but not limited to a  
judicial restructuring.

The $1,000,000,000 Air Transportation Stabilization Board term  
loan financing contains financial covenants that must be  
satisfied by US Airways at the end of each fiscal quarter.  Ms.  
Beier reports that US Airways was uncertain as to its ability to  
satisfy these covenants as of June 30, 2004.  Accordingly, US  
Airways and the Stabilization Board amended the ATSB Loan,  
effective June 30, 2004, to remove the uncertainty relating to  
the Company's ability to satisfy its financial covenant tests for  
the second quarter of 2004.  In consideration for this amendment,  
US Airways agreed to change the loan amortization schedule by  
increasing each of the first six principal repayment installments  
commencing on October 1, 2006 by approximately $16,000,000, and  
reducing the last principal repayment installment on October 1,  
2009 by $94,000,000.  While US Airways was in compliance with the  
financial covenants as of June 30, 2004, the Company anticipates  
risk of failing to comply with the covenants as of September 30,  
2004. (US Airways Bankruptcy News, Issue No. 60; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


USA REIT: Thin & Below Asset Trading Prompts Liquidation Proposal
-----------------------------------------------------------------
The Board of Directors of USA REIT Fund LLC has authorized
presenting to shareholders for their approval a plan for the
liquidation, dissolution and winding up of the Fund.  A special
shareholder meeting has been called and will be held on September
27, 2004, where shareholders will be asked to vote upon a special
resolution to approve the liquidation, dissolution and winding up
of the Fund.  Details of the plan will be outlined in a management
information circular and proxy statement to be prepared and
delivered to shareholders at the end of August 2004.

The reasons for the wind-up are:

     (i) the shares of the Fund are thinly traded;

    (ii) as a closed-end fund registered under the United States
         Investment Company Act of 1940, the Fund's shares are not
         redeemable at the option of shareholders; and

   (iii) the shares have generally traded below their net asset
         value.

In addition, recent regulatory initiatives in the United States
will result in substantially increased costs to the Fund effective
in October 2004.  If the special resolution is approved by
shareholders, the assets of the Fund will be liquidated and a
liquidating distribution, equal to the net asset value at that
time, will be paid to shareholders shortly thereafter.  If
shareholders do not approve the special resolution, the Fund will
continue as it is currently being operated.


WEIRTON STEEL: Confirmation Objection Deadline Tomorrow
-------------------------------------------------------
A hearing to consider confirmation the Liquidation Plan of Weirton
Steel Corporation and its debtor-affiliates is scheduled for
August 24, 2004 before the Honorable L. Edward Friend, II in
Wheeling, West Virginia.

Objections to the Liquidation Plan, if any, must:

   (1) be put in writing;

   (2) state the name and address of the objecting party and the
       nature of the claim or interest of the party;

   (3) state with particularity the basis and nature of the
       objection; and

   (4) be received no later than 4:00 p.m. Eastern Time, tomorrow,
       August 18, 2004 by:

         U.S. Bankruptcy Court
         for the Northern District of West Virginia
         U.S. Federal Building & Courthouse
         12th and Chapline Streets
         Wheeling, West Virginia 26003

Objections must also be served on the Debtors counsel:

         McGuireWoods, LLP
         Dominion Tower, 23rd Floor
         625 Liberty Avenue
         Pittsburgh, Pennsylvania 15222
         Telephone: (412) 667-6000
         Facsimile: (412) 667-6050
         Attn: Robert G. Sable
               Mark E. Freedlander
               James H. Joseph

               - and -

         Bailey, Riley, Buch & Harman, LC
         Riley Building
         53 - 14th St., Suite 900
         Wheeling, West Virginia 26003
         Telephone: (304) 232-6675
         Facsimile: (304) 262-9897
         Attn: Arch W. Riley, Jr.

and other parties identified on the Official Service List
established in the Debtors' cases:

Headquartered in Weirton, West Virginia, Weirton Steel Corporation
was a major integrated producer of flat rolled carbon steel with
principal product lines consisting of tin mill products and sheet
products.  The company was the second largest domestic producer of
tin mill products with approximately 25% of the domestic market
share.  The Company filed for chapter 11 protection on May 19,
2003 (Bankr. N.D. W. Va. Case No. 03-01802) (Friend, J.).  Weirton
sold substantially all of its assets to Wilbur Ross' International
Steel Group for $253 million.  Robert G. Sable, Esq., Mark E.
Freedlander, Esq., David I. Swan, Esq., James H. Joseph, Esq., at
McGuireWoods LLP represent the Debtors.  


WINSTAR COMMS: Wants Court Okay on 28 Avoidance Action Settlements
------------------------------------------------------------------
From March 25 to April 5, 2003, Christine C. Shubert, the Chapter
7 Trustee overseeing the liquidation of Winstar Communications,
Inc.'s estate, commenced various adversary proceedings to avoid
and recover transfers pursuant to Sections 547 and 550 of the
Bankruptcy Code.

Pursuant a November 6, 2002 Order, the Trustee is permitted to
settle certain avoidable preference recovery controversies
pursuant to Rule 9019(b) of the Federal Rules of Bankruptcy
Procedure and Sections 105(a) and 363(b) of the Bankruptcy Code,
without seeking further Court approval.

However, the Trustee reports, the Avoidance Actions against  
certain defendants fall outside the Court's November 6, 2002  
Order, and thus require Court approval of any settlement.

By this motion, the Trustee asks the Court to approve her   
settlement of 28 Avoidance Actions:

                                   Gross Preference   Settlement
   Defendant                            Amount          Amount
   ---------                       ----------------   ----------
   ABUCK, Inc.                         $232,907         12,000

   Agilent Technologies, Inc.           113,490         64,000

   Allegro Communications, Inc.          96,550          4,000

   Alpha Telecom Services, Inc.          89,750         20,000

   American Management Sys., Inc.       551,276         80,000

   Avaya, Inc.                          287,908        186,372

   Boston Coach Corporation              37,831         11,500

   Capital Relocation Services           30,977          4,000

   Cisco Systems, Inc.                   90,173         54,000

   Don Thinschmidt                       24,816          4,000

   DST Output Trans. Services, Inc.      53,331          7,000
      f/k/a Mail 2000, Inc.               

   Gianni Electric, Inc.                 82,823          3,000

   Higgins Network Services, Inc.        88,660          6,000

   Hogantec, Inc.                       185,354         10,000

   The Huffman Press, Inc.               91,671         15,000

   Hummingbird USA, Inc. f/k/a           44,121         20,000
      Hummingbird Com., Inc.              

   IBM Corporation                       80,730         18,000

   Interlan Communications, Inc.         49,596          2,000

   Liberty Prop., Ltd. Partnership       22,952          2,000

   Mastec Tech., Inc., & Mastec         695,032         12,500
      N. America, Inc., d/b/a
      Mastec Wireless Services           

   Millennium Utility Consultants       117,819         20,000

   Nextel Communications, Inc.          638,896         60,000

   Perot Systems Corporation            987,209        115,000

   Pond & Company                       123,281         10,000

   SBA Network Services, Inc., f/k/a    131,486         17,874
      Com-Net Const. Services, Inc.      

   Sure Power, Inc.                     399,360        100,000

   Sagex, Inc., & Telecom Sol'ns.       357,908         25,000

   United Information Tech. Corp.       132,352         60,000

The parties will exchange mutual releases after the Trustee's  
receipt of the settlement payments.

The Trustee believes that the settlement of the Avoidance Actions  
will eliminate the potentially high costs of litigation and the  
uncertainty of success in light of the Defendants' asserted  
defenses. (Winstar Bankruptcy News, Issue No. 58; Bankruptcy
Creditors' Service, Inc., 215/945-7000)  

Winstar Communications, Inc., and its debtor-affiliates filed for
chapter 11 protection on April 18, 2001.  Following a sale of
substantially all of the company's assets, the case converted to a
chapter 7 liquidation proceeding on January 24, 2002.  Christine
C. Shubert serves as the Chapter 7 Trustee and hired the law firm
of Fox Rothschild O'Brien & Frankel, LLP as her counsel.  


WORLDCOM INC: Wants Shepherd & Goldfarb Claims Disallowed
---------------------------------------------------------
In 2001, WorldCom, Inc. and its debtor-affiliates adopted a
uniform, neutral absenteeism policy providing that any employee
who exhausted all available leave time would be terminated after
the employee has not been actively at work for 18 weeks.  As a
result, Bruce Goldfarb and Davis Shepherd were discharged on
July 31, 2001 and December 7, 2001, because they exhausted their
available leave under the company policy and had not returned to
active work.

On January 22, 2003, Messrs. Shepherd and Goldfarb individually  
filed Claim Nos. 17672 and 17682, and a purported class proof of  
claim identified as Claim No. 17681, as representatives of a  
class of similarly situated individuals.  Messrs. Shepherd and  
Goldfarb asserted prepetition claims for $100,000 each and  
$40,000,000 for the class.

The Claims are based on the allegations made in a prepetition
lawsuit against both the Debtors and the WorldCom Health and  
Welfare Benefits Plan filed by Messrs. Shepherd and Goldfarb in  
the United States District Court for the Southern District of  
Texas, Galveston Division.  Messrs. Shepherd and Goldfarb seek to  
recover lost benefits, the cost of replacement benefits, back  
pay, front pay, reinstatement, other unspecified remedies under  
ERISA, injunctive relief, declaratory relief, attorneys' fees,  
interest, and court costs.

Messrs. Shepherd and Goldfarb assert liability under Sections 510  
and 502 of the Employee Retirement Income Security Act.  The  
Section 510 Claim alleges that the Debtors terminated the  
employment of each member of the putative class with the  
intention of interfering with their continued participation in  
the H&W Plan.  Messrs. Shepherd and Goldfarb further assert:

   -- that no legitimate non-discriminatory reasons existed for
      the termination of employment;

   -- that the Debtors' decision to terminate the employment of
      the members of the putative class, and thus terminate their
      health benefits, was arbitrary and a breach of their
      fiduciary duties as administrator of the H&W Plan under
      Section 502(a)(2) of ERISA; and

   -- a right to recovery of benefits due under Section
      502(a)(1)(B) and to declaratory and injunctive relief under
      Section 502(a)(3).

The Debtors and the H&W Plan deny any liability to the Claimants  
under ERISA.

Messrs. Shepherd and Goldfarb sought for class-action  
certification in the Texas Action, which the Debtors and the H&W  
Plan opposed.  No class has been certified before the Petition  
Date.

The Claims against the Debtors in the Texas Action were stayed  
after the Petition Date.  Messrs. Shepherd and Goldfarb's related  
claims against the H&W Plan were severed and remain pending in  
the Texas Action.

Against this backdrop, the Debtors ask the Bankruptcy Court to  
disallow and expunge Claim Nos. 17672, 17681 and 17682 in their  
entirety because:

   (a) Messrs. Shepherd and Goldfarb did not file a proper class
       proof of claim; and

   (b) The proposed class proof of claim does not satisfy the
       requirements for class action treatment.  Messrs. Shepherd
       nor Goldfarb also haven't filed a request with the
       Bankruptcy Court seeking class certification.

The Debtors explain that Messrs. Shepherd and Goldfarb merely  
attached the Complaint filed in the Texas Action in which Messrs.  
Shepherd and Goldfarb allege to be representatives of a putative  
class.  Treating Mr. Shepherd's and Mr. Goldfarb's Claims as a  
class proof of claim would unduly delay the administration of the  
Debtors' estates and defeat the very purpose of the Claims Bar  
Date, which is the establishment of a clear cutoff for the  
assertion of prepetition claims.

Based on the Debtors' records, 464 of the 467 putative members in  
Messrs. Shepherd and Goldfarb's proposed class received actual  
notice of their Chapter 11 cases and the Bar Date.  The Debtors  
also published notice of the Bar Date nationwide.  Thus, all  
putative class members received constructive notice of the Bar  
Date.  The Debtors contend that it would be unfair and  
unnecessary to burden their estates with the additional cost and  
associated delay of providing potential claimants with a second  
opportunity to advance claims.

Messrs. Shepherd and Goldfarb must also establish the four  
elements of Rule 23(a) of the Federal Rules of Civil Procedure
--- numerosity, commonality, typicality, and adequacy of  
representation -- to qualify for class certification.

The Debtors also question the merits of the Messrs. Shepherd and  
Goldfarb's ERISA Claims because, among others:

   -- The Debtors did not discharge Messrs. Shepherd and Goldfarb
      with the intent to interfere with their participation in
      the H&W Plan or with their attainment of benefits under the
      H&W Plan;

   -- Even if an intent were a factor in Messrs. Shepherd and
      Goldfarb's discharge, the Debtors would have terminated
      Mr. Shepherd's and Mr. Goldfarb's employment in the absence
      of the impermissible factor;

   -- Messrs. Shepherd and Goldfarb have not established and
      cannot establish, a prima facie case under ERISA
      Section 510.  Messrs. Shepherd and Goldfarb must prove that
      they were qualified for the position from which they were
      terminated.  Messrs. Shepherd and Goldfarb, who admittedly
      were unable to return to active work, were not qualified
      for their employment positions, which precludes their
      Section 510 Claims;

   -- The Debtors terminated Mr. Shepherd's and Mr. Goldfarb's
      employment for a legitimate, non-discriminatory reason.
      Messrs. Shepherd and Goldfarb were discharged because they
      exceeded all available leave and were, therefore, subject
      to termination under the Debtors' neutral absenteeism
      policy.  The termination of employees for excessive
      absenteeism, or for violating company attendance or absence
      policies, does not violate ERISA Section 510;

   -- The Debtors are not the proper parties to Messrs. Shepherd
      and Goldfarb's ERISA Section 502(a)(1) benefits claim.  The
      Benefits Claims may be brought only against the benefit
      plans.  The H&W Plan is not party to the Debtors'
      bankruptcy proceedings;

   -- Messrs. Shepherd and Goldfarb are required to exhaust all
      administrative remedies under the H&W Plan prior to
      asserting a claim under ERISA Section 502(a)(1);

   -- Messrs. Shepherd and Goldfarb do not have a valid claim for
      benefits under the H&W Plan.  Their participation in the
      H&W Plan, and any entitlement to H&W Plan benefits, ended
      on the termination of their employment;

   -- The Debtors' actions with respect to Messrs. Shepherd and
      Goldfarb's discharges and the termination of their
      participation in the H&W Plan were not undertaken in the
      capacity of a fiduciary of the H&W Plan.  Rather, the
      Debtors' action were undertaken solely in the capacity of
      employer;

   -- The ERISA Section 502(a)(2) Claims are limited to claims
      seeking recovery of plan losses due to a breach of
      fiduciary duty.  However, Messrs. Shepherd and Goldfarb
      seek to recover alleged individual losses of benefits for
      themselves and other putative class members.  Messrs.
      Shepherd and Goldfarb do not allege, or seek to recover,
      any losses to the H&W Plan as a whole; and

   -- The Debtors at all times complied with their fiduciary
      duties to either the H&W Plan or to Messrs. Shepherd and
      Goldfarb.

              Messrs. Shepherd and Goldfarb Respond

Nathan Wesely, Esq., at Royston, Rayzor, Vickery & Williams, LLP,  
in Houston, Texas, tells Judge Gonzalez that David Shepherd and  
Bruce Goldfarb were long-term employees of the Debtors.  Mr.  
Shepherd began his employment in October 1984.  Mr. Goldfarb  
started in December 1982.

The Debtors terminated Messrs. Shepherd and Goldfarb and all  
other employees on long-term disability.  Since employees on  
long-term disability receive no salary and have no job duties,  
Mr. Wesely believes that the only effect of the mass termination  
-- and therefore the only possible reason for the termination --  
is to deny Messrs. Shepherd and Goldfarb and all other employees  
on long-term disability their medical benefits.

The long-term disability information given to Messrs. Shepherd  
and Goldfarb throughout the course of their employment, and the  
medical plan at the time of their termination, provide for  
medical benefits while on long-term disability until the employee  
reaches 65 years of age.  However, the Debtors decided to limit  
or eliminate the employee benefits provided under the Plan,  
including those specifically reserved for employees on an LTD  
leave of absence.

By terminating Messrs. Shepherd and Goldfarb as well as the  
members of the class, and ending their continued participation in  
the Plan, Mr. Wesely asserts that the Debtors, acting as Plan  
administrator, breached their fiduciary duty.  Accordingly,  
Messrs. Shepherd and Goldfarb and the putative class members are  
entitled to claims under ERISA Section 502(a)(2).  They also are  
entitled to claims in accordance with Section 502(a)(3).

Mr. Wesely further asserts that Messrs. Shepherd and Goldfarb's  
mere failure to seek certification does not mandate denial of  
class certification.  The Debtors had notice of Messrs. Shepherd  
and Goldfarb's Claims and the class certification issue was  
raised before the Petition Date.  Therefore, the Debtors cannot  
complain that the issue of class certification has not been  
timely raised.

Mr. Wesely also insists that Messrs. Shepherd and Goldfarb as  
representatives are authorized agents to act on behalf of the  
putative class.  They do not acquire the authority to act on  
behalf of the class until, and unless, the Court certifies the  
class.  When the class proof of claim was filed, Messrs. Shepherd  
and Goldfarb could not provide documentation evincing their  
authority to act on behalf of the class because they had not yet  
acquired that authority and could not have known the identity of  
each member of the class.

Anyhow, Messrs. Shepherd and Goldfarb satisfy Rule 23(a)(4) of  
the Federal Rules of Civil Procedures.  Messrs. Shepherd and  
Goldfarb's interests are sufficiently aligned with those of the  
putative class members.

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)  


W.R. GRACE: Appoints Maurice Ghattas as VP Global Supply Chain
--------------------------------------------------------------
COLUMBIA, Maryland -- July 26, 2004 -- Maurice A. Ghattas has
joined W. R. Grace & Co. (NYSE:GRA) as the Vice President Global
Supply Chain Management, the company said.

Mr. Ghattas will be responsible for setting Global Supply Chain
strategy and for managing all the resources that are used to meet
internal and external customer demand for products or services.

For the past 17 years, Mr. Ghattas has enjoyed a successful
international business career.  Mr. Ghattas joins Grace from Knoll
Manufacturing, where he was responsible for the entire supply
chain and a member of the Executive team.  Mr. Ghattas served as
President European Operations for ICG Commerce from 2001 to 2002.
While in this role Mr. Ghattas spearheaded acquisition efforts as
well as increased revenue, and increased the company's ability to
play in the global marketplace.  Most notable among his
achievements are the establishment of a Supply Chain organization
at United Technologies Corporation, where he worked from 1991 to
2000, that produced automated procedures and cost-reductions in
excess of $200MM.  In addition, he led partnerships with vendors
to improve quality and streamline processes.

"Maurice will be an excellent addition to our team, and we are
looking forward to working with him," said Paul J. Norris,
Chairman and CEO.  "He brings a broad spectrum of experience that
will help the company as we continuously improve our supply chain
functions."

Maurice holds a B.S. in Civil Engineering and an MBA from Syracuse
University.

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)


* Cadwalader Top Issuer Counsel With 29 Deals Totaling $31 Billion
------------------------------------------------------------------
Cadwalader, Wickersham & Taft LLP continues to dominate the
commercial mortgage backed securities (CMBS) market, ranking first
as both issuer counsel and underwriter counsel during the first-
half 2004, according to figures released today by Commercial
Mortgage Alert's CMBS Database.

With over four times the number of deals than its nearest
competitor, Cadwalader was named top issuer counsel on 29 deals
during the first-half 2004, with an aggregate value of over $31
billion. The firm also ranked first as counsel for the
underwriter, named on 15 deals valued over $15 billion. In a
market that saw 40 deals in the first-half 2004, Cadwalader was
involved in almost three-quarters of all the deals as either
issuer or underwriter counsel.

"We are extremely proud of our Capital Markets and Real Estate
Finance teams. We have played a pivotal role in the CMBS market
since its inception and will continue to provide top-flight
service to our clients, retaining our preeminent position in the
U.S. while expanding in the international securitization markets.
Our clients turn and return to us due to our attorneys' proven
experience and ability to create innovative solutions in a rapidly
changing business environment, " stated Robert O. Link, Jr.,
Cadwalader's Chairman.

Cadwalader has partnered with the world's most respected and
dynamic financial institutions, who value the Firm's capital
markets team for its creativity, technical expertise,
sophisticated market knowledge and proven ability to get deals
done. With more than 125 attorneys involved in its capital markets
and financial products practice across its offices in New York,
Charlotte, Washington and London, the Firm plays a critical role
in capital markets transactions on a global basis.

In addition to working on all types of securitizations
(traditional, pooled, large and small loan and single loan
securitizations), Cadwalader has been involved in virtually every
type of capital markets financing of real estate, including
commercial paper financings, tranched and rated subordinate note
structures, mezzanine loan transactions, off-balance sheet
financings and synthetic structures.

                About Commercial Mortgage Alert

Commercial Mortgage Alert -- http://www.CMAlert.com/is a weekly  
newsletter for real estate professionals. The newsletter focuses
on various aspects of the real estate and finance industries.
Commercial Mortgage Alert delivers news, analysis and statistics
on the CMBS and REIT-debt markets, as well as the traditional real
estate finance business.

The CMBS Database captures the initial terms of all rated
securities collateralized by commercial and multi-family
properties. It covers issues from the inception of the CMBS market
in the mid-1980s through the end of the last week.

               About Cadwalader, Wickersham & Taft

Cadwalader, Wickersham & Taft LLP, established in 1792, is one of
the world's leading international law firms, with offices in New
York, London, Charlotte and Washington. Cadwalader serves a
diverse client base, including many of the world's top financial
institutions, undertaking business in more than 50 countries in
six continents. The firm offers legal expertise in securitization,
structured finance, mergers and acquisitions, corporate finance,
real estate, environmental, insolvency, litigation, health care,
banking, project finance, insurance and reinsurance, tax, and
private client matters. More information about Cadwalader can be
found at http://www.cadwalader.com/


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  
                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
Airgate PCS             PCSA       (377)         291       13  
Alliance Imaging        AIQ         (68)         628       20  
Akamai Technologies     AKAM       (175)         279      140  
Amazon.com              AMZN     (1,036)       2,162      568  
Blount International    BLT        (397)         400       83
Cell Therapeutic        CTIC        (83)         146       72
Centennial Comm         CYCL       (579)       1,447      (99)  
Choice Hotels           CHH        (118)         267      (42)  
Cincinnati Bell         CBB        (640)       2,074      (47)
Compass Minerals        CMP        (144)         687      106
Cubist Pharmacy         CBST        (18)         223       91
Delta Air Lines         DAL        (384)      26,356   (1,657)
Deluxe Corp             DLX        (298)         563     (309)  
Domino Pizza            DPZ        (718)         448       (1)
Echostar Comm           DISH     (1,033)       7,585    1,601  
Graftech International  GTI         (97)         967       94  
Hawaian Holdings        HA         (143)         256     (114)    
Idenix Pharm            IDIX        (28)          67       30
Imax Corporation        IMAX        (52)         250       47  
Kinetic Concepts        KCI        (246)         665      228  
Lodgenet Entertn.       LNET       (129)         283       (6)
Maxxam INC              MXM        (602)       1,061      127
Millennium Chem.        MCH         (46)       2,398      637  
McDermott International MDR        (363)       1,249      (24)  
McMoRan Exploration     MMR         (54)         169       83
Memberworks Inc.        MBRS        (20)         249      (89)
Northwest Airlines      NWAC     (1,775)      14,154     (297)  
Nextel Partner          NXTP        (13)       1,889      277  
ON Semiconductor        ONNN       (499)       1,161      213  
Pinnacle Airline        PNCL        (48)         128       13
Per-se Tech. Inc.       PSTI        (18)         172       41
Rightnow Tech.          RNOW        (13)          29       (9)
Sepracor Inc            SEPR       (619)       1,020      256  
St. John Knits Int'l    SJKI        (65)         234       69
Stratagene Corp.        STGN         (6)          39        9
Syntroleum Corp.        SYNM        (12)          67       11
UST Inc.                UST        (115)       1,726      727  
Vector Group Ltd.       VGR          (3)         628      142
WR Grace & Co.          GRA        (183)       2,874      658
Western Wireless        WWCA       (225)       2,522       15

                           *********

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.

                *** End of Transmission ***