TCR_Public/040819.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, August 19, 2004, Vol. 8, No. 175

                          Headlines

AINSWORTH LUMBER: Extended 6.75% Sr. Debt Offering Expires Today
AIR CANADA: 99% of Creditors Vote to Approve CCAA Plan
AIR CANADA: Objects to RBC's "Affected Senior Claim" Request
ALLIANT RESOURCES: Moody's Assigns B2 Senior Implied Rating
ALPINE III: Moody's Puts Low-B Ratings on Classes D & E Notes

ANSELL LIMITED: Moody's Reviewing Pacific Dunlop's Ba2 Rating
BALLY TOTAL: S&P Cuts Credit Rating to B & Initiates CreditWatch
BALLY TOTAL: Moody's Places Low-B & Junk Ratings Under Review
BEAR STEARNS: Fitch Cuts Class M-2 Rating to BB & Junks Class B
BOYDS COLLECTION: Michael Prager Replaces L. Colson as Sales VP

BRIAZZ: Creditors Have Until August 31 to File Proofs of Claim
BRIDGE TECHNOLOGY: Creditors' Committee Hires Albert Weiland
C2 MEDIA LLC: Deadline for Confirmation Objections is Tomorrow
CABLETEL COMMS: Plan Confirmation Hearing Slated for Sept. 9
CABLEVISION SYSTEMS: S&P's BB Rating Remains on Watch Negative

CANDESCENT TECH: Wants to Appoint Georgeson as Noticing Agent
CATHOLIC CHURCH: Two Tort Claims Want Stay Lifted for Discovery
CHAMPIONSHIP AUTO: Unable to Beat Extended Report-Filing Deadline
COLONIAL EXETER LLC: Voluntary Chapter 11 Case Summary
CROSSGEN ENTERTAINMENT: U.S. Trustee Names Creditors' Committee

DEVLIEG BULLARD: Wants to Hold Asset Auction on August 25, 2004
DII/KBR: AMC Refused to Extend Withholding Action on LOGCAP Pact
DII/KBR: Asks Court to Approve Platzer & Trinity Transaction
EL CALLAO: Gets Shareholders Nod to Become Crystallex Subsidiary
ENRON CORP: SEC Blesses $25 Mil. Replacement DIP Financing Pact

FEDERAL-MOGUL: Judge Lyons Approves Debtors' Disclosure Statement
FEDERAL-MOGUL: WI Says Plan Doesn't Meet Confirmation Requirements
FINOVA GROUP: Reports $10.6MM Half-Year Portfolio Expenses
FLEMING COMPANIES: Asks Court to Approve Wisvest Settlement Pact
FOSTER WHEELER: Updates Reg. Statement to Include 2nd Qtr. Results

FUJITA CORP: Files Plan & Disclosure Statement in California
GE CAPITAL: Moody's Downgrades Low-B Ratings for Two Classes
GS MORTGAGE: Fitch Affirms Low-B Ratings on Six Cert. Classes
GST TELECOM: Court Okays Settlement Pact with State of California
GERMANTOWN GROUP: List of 20 Largest Unsecured Creditors

GLOBAL EXEC.: Fitch Puts BB+ Rating on Class E Preferred Shares
HALLIBURTON: Obtains Final Judgment Against Smith International
HAYES LEMMERZ: Court Says No to Buy-Back Shareholder Counterclaims
HI-RISE RECYCLING: Brings-In Hahn Loeser as Bankruptcy Counsel
HOME INTERIORS: Low Sales Volume Prompts S&P's Negative Outlook

HORIZON NATURAL: WL Ross Group Bids $786 Million & Wins Auction
HORIZON NATURAL: Massey Energy Buys Selected Subsidiaries' Assets
HUMANITEES INC: Case Summary & 20 Largest Unsecured Creditors
IMPAC MEDICAL: Deloitte Resigns & Quarterly Financials are Delayed
INTEGRATED ELEC'L: S&P Cuts Bank Loan Rating to BB- & Debt to B

INTELSAT: Moody's Cuts Ratings Three Notches to Ba3 from Baa3
KEY ENERGY: S&P Keeps Single-B Credit Rating on CreditWatch
KMART CORP: Lays Off 250 Workers at Corporate Headquarters
LEHMAN BROTHERS: Fitch Affirms Seven Low-B Classes & Junks One
MID-STATE RACEWAY: U.S. Trustee Meets Creditors on September 20

MIRANT CORP: Examiner Sets Status Conference Dates & Procedures
MIRANT CORP: CARE Wants Automatic Stay Clarified for FERC Refund
MIRANT: Wants Open-Ended Time to Make Lease-Related Decisions
MIRAVANT MEDICAL: Gets Positive Clinical Results for SnET2
MOONEY AEROSPACE: Committee Taps Duane Morris as Local Counsel

NES RENTALS: Completes $300 Million 5-Year Senior Credit Facility
NEWTOWN TIRE: Case Summary & 20 Largest Unsecured Creditors
NORTEL NETWORKS: Will Broadcast Prelim. Half-Year Results Today
OMNI FACILITY: Wants Until Dec. 13 to Make Lease-Related Decisions
ONSITE TECHNOLOGY: List of 20 Largest Unsecured Creditors

PARKER DRILLING: Moody's Places B2 Rating on $150MM Senior Notes
PENTHOUSE INT'L: Bickering with Bell & Staton Over Preferred Stock
PHILIPS INT'L: Paying 9th Liquidation Distribution on August 27
POLO BUILDERS: U.S. Trustee Names 7-Member Creditors' Committee
PORTOLA PACKAGING: Extends Common Stock Offering to November 1

RBX IND.: Court Okays Magnifoam's Purchase of Groendyk for $4MM
REDI-FAB INC: Case Summary & 20 Largest Unsecured Creditors
REMOTE DYNAMICS: Qualifies to Continue Trading on Nasdaq SmallCap
RESIDENTIAL ASSET: Fitch Junks Class B Asset-Backed Certificates
SALOMON BROTHERS: Fitch Junks Class MF-3 Asset-Backed Certificates

SALTIRE INDUSTRIAL: Case Summary & Largest Unsecured Creditors
SHELTON CANADA: Names Lorraine Campbell as Chief Financial Officer
SIGHT RESOURCE: Kegler Brown to Represent Creditors' Committee
SINO-FOREST: Closes US$300 Million Senior Debt Offering
SMART HOME: S&P Assigns BB Rating to $8.783 Million B-1 Notes

SOLUTIA: CPFilms Wants to Enter Into New Canoga Park Lease
SPIEGEL: Microsoft Wins Redmond Property for $38 Million
TELTRONICS INC: June 30 Balance Sheet Upside-Down by $6.6 Million
THYSSENKRUPP BUDD: Reports $7.7 Million Net Loss for 3rd Quarter
TRICO MARINE: Auditors Express Going Concern Doubt

UAL CORP: Pilots Association Oppose Pension Contribution Deferrals
UNIFI INC: Moody's Junks $250 Mil. Notes & Senior Implied Rating
US AIRWAYS: Asks Court to Close Seven of Eight Chapter 11 Cases
WILSONS LEATHER: Second Quarter Net Loss Widens to $30.4 Million
WORLDCOM: Asks Court to Avoid Transfers Under Section 547(b)

* Pillsbury Winthrop Expands L.A. Firm with Four Senior Litigators

                          *********

AINSWORTH LUMBER: Extended 6.75% Sr. Debt Offering Expires Today
----------------------------------------------------------------
Ainsworth Lumber Co. Ltd. (TSX:ANS) extended the expiration date
for its exchange offer to 5:00 p.m., New York time, on August 19,
2004.  The offer was scheduled to expire earlier this week.

This is in connections with Ainsworth's 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.

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: 99% of Creditors Vote to Approve CCAA Plan
------------------------------------------------------
Air Canada's creditors voted by an overwhelming margin to approve
its Plan of Arrangement pursuant to its restructuring under CCAA.

At a Creditors Meeting on August 17 in Montreal, the Resolution to
approve the Plan was accepted by 99.6 per cent in number of
Affected Unsecured Creditors representing 99.8 per cent, or $5.7
billion in value of the voting claims of creditors voting at the
meeting.

"The strong support for Air Canada's Restructuring Plan received
from creditors is appreciated," said Robert Milton, President and
CEO.  "This positive response from creditors represents by far the
most critical vote of confidence in the strength of our business
plan and the airline's prospects going forward. With the
creditors' overwhelming approval of the Plan, this crucial
milestone of our restructuring is now behind us and we look
forward to the Plan's approval by the court and the completion of
our restructuring at the end of September."

The Corporation plans to emerge from CCAA protection on
September 30, 2004 following a court sanction hearing scheduled
for August 23, 2004.

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


AIR CANADA: Objects to RBC's "Affected Senior Claim" Request
------------------------------------------------------------
In September 1989, Canadian Airlines International, Ltd.,
arranged to buy a Boeing 767-300ER aircraft from Boeing.  To
finance the acquisition, CAIL borrowed funds from Royal Bank of
Canada pursuant to a Conditional Sale Agreement between RBC
Finance B.V. and 406215 Alberta, Ltd., dated September 29, 1989,
as further amended by agreements dated July 27, 1992, and
January 1, 2001.

Air Canada succeeded 406215 Alberta and CAIL's interest in and to
the Loan.  On the Petition Date, air Canada defaulted in its
obligations under the CSA Facility.

Pursuant to a Memorandum of Understanding dated December 23,
2003, Air Canada and RBC terminated the CSA Facility.  The MOU
acknowledged that RBC was entitled to submit a claim against Air
Canada in the CCAA proceedings for the funds Air Canada owed
under the CSA Facility.

Subsequent to the MOU, RBC submitted a claim for the principal
outstanding under the CSA Facility as of the Petition Date.  The
Monitor allowed the Claim for CN$34,856,734.

               Subordinated Claims Against Air Canada

Based on the materials filed by Air Canada and by Sumitomo Trust
and Banking Co., Ltd., and Tokyo Leasing Co., Ltd., with respect
to the Subordinated Perpetual Debt Motion in February 2004,
approximately CN$1,193,000,000 of Air Canada's debt outstanding
as of April 1, 2003 was made up of unsecured subordinated
perpetual debt issued pursuant to certain instruments.  Each of
the Perpetual Debt instruments contained a covenant whereby the
purchaser of the debt agreed to subordinate the payment of its
debt to the payment of "Senior Indebtedness."

The definition of "Senior Indebtedness" is virtually and
effectively identical in each Instrument, and is defined to mean
all Indebtedness, which is not expressly subordinated to or
ranking pari passu with the loan whether by operation of law or
otherwise, in the event of a winding-up, liquidation or
dissolution, whether voluntary or involuntary, whether by
operation of law or by reason of insolvency legislation.

RBC asserts that Air Canada's debt under the CSA Facility
constitutes Senior Indebtedness as defined in the Perpetual Debt
Instruments.

            Treatment of Sub-Debt & Senior Indebtedness

Notwithstanding the subordination covenant in the Perpetual Debt
Instruments and the fact that the holders of Senior Indebtedness
are not being paid in full under the Applicants' Plan of
Compromise and Arrangement, the Plan contemplates that the
holders of Perpetual Debt Instruments will receive a
distribution.  The Plan implements an arrangement arrived at
between the representatives of the Sub-Debt Holders and the
Senior Debt Holders, which was approved by the Ontario Superior
Court of Justice.

Under a memorandum setting out the terms of the arrangement, the
Sub-Debt Holders are entitled to 26% of the aggregate
distribution that would otherwise be made to them if they were
not subordinated to the Senior Indebtedness.  The other 74% would
be distributed on a pro rata basis to the Senior Debt Holders --
Uplift -- in additional to all other distributions that the
Senior Debt Holders would be entitled to as unsecured creditors.

While the CSA Facility was not among the instruments specifically
listed in the Terms Memorandum, RBC understands that it has an
opportunity to make a claim to receive the benefit of the Uplift
under the Plan given that its claims under the CSA Facility fell
under the definition of Senior Indebtedness.

RBC observes that the Plan circulated by the Applicants in July
2004 did not include its Claim in the Affected Senior Claims
list.  Hence, on July 8, 2004, Stephanie Donaher, Esq., at
McMillan Binch, LLP, asked Air Canada to confirm that RBC's Claim
was an Affected Senior Claim.  No response was received from Air
Canada.  On July 9, Dan McDonald, Esq., at McMillan Binch,
advised the CCAA Court about the issue.  Accordingly, the Court
advised RBC to confer with Air Canada and Ernst & Young, Inc.,
the Court-appointed Monitor, to pursue a resolution.  However,
Air Canada's counsel, Sean Dunphy, Esq., at Stikeman Elliot, LLP,
informed RBC on August 4 that the Applicants are not prepared to
amend the Affected Senior Claims list to add RBC's Claim.

John Cooper, a Senior Manager at RBC's Special Loans division,
contends that the exclusion of RBC's Claim from the Affected
Senior Claims list deprives RBC of the benefit of the Terms
Memorandum.  RBC is being treated differently from the other
Senior Debt Holders, who are similarly situated.  Moreover, RBC's
legal right to priority over the Sub-Debt Holders is being
confiscated without any value being given.

The Terms Memorandum also makes it clear that the holders of
Senior Indebtedness, to whom the benefit of the arrangement
between the Sub-Debt Holders and the holders of Senior
Indebtedness accrues, are not restricted to those creditors in
the Affected Senior Claims list.  What is paramount, according to
the Terms Memorandum, in defining who is entitled to the benefit
of the Arrangement is who are holders of Senior Indebtedness, as
defined in the Perpetual Debt Instruments.

For these reasons, RBC asks Mr. Justice Farley to declare that
its Claim is an Affected Senior Claim under the Plan.  RBC wants
the Claim included in the Affected Senior Claims list.

In the alternative, RBC asks the CCAA Court to refer the issue of
whether the Claim should be added to the Affected Senior Claims
list and treated as an Affected Senior Claim under the Plan to a
Claims Officer or other process for determination.

                         Air Canada Objects

Air Canada asserts that a conditional sales agreement does not
fit the definition of "Indebtedness."  It is not indebtedness for
borrowed money, as no money was advanced to Air Canada as a
result of the transaction.  The Agreement is, on its terms, a
sale agreement securing the unpaid purchase price of an asset.
No money was delivered to Air Canada under the Agreement as the
Agreement was for the purchase of an aircraft.  Therefore, Air
Canada asks the CCAA Court to dismiss RBC's request.


ALLIANT RESOURCES: Moody's Assigns B2 Senior Implied Rating
-----------------------------------------------------------
Moody's Investors Service assigned a B2 senior implied rating to
Alliant Resources Group, Inc.  Alliant Resources' senior secured
credit facility was rated B2 by Moody's on August 9, 2004.  The
outlook for these ratings is stable.

Moody's noted that the senior implied rating reflects:

   * Alliant Resources' position as the 14th largest domestic US
     insurance brokerage firm following its formation through a
     series of acquisitions beginning in 2000; and

   * its presence in several, unique customer niches, including
     Indian Nations, law firms and public entities.  

The rating also considers:

   * the company's historical profitability;

   * its healthy organic growth; as well as

   * its selective and controlled acquisition strategy.  

Moody's believes that support exists among carriers for mid-sized
brokerage firms, particularly in the small to middle market
account arena.

Offsetting these positive factors are:

   * the company's short operating history;

   * modest scale and relatively less established franchise;

   * very high financial leverage and weak interest; and

   * cash flow metrics relative to total debt.

The rating agency also noted that the company's financial
flexibility will remain constrained over the near to medium term
by its restrictive bank covenants and scheduled cash earn out
payments, which are likely to arise from its recent acquisitions.  

Given its limited operating history, Moody's believes that
retention of key talent (both managerial level and producers) at
key entities may also be a challenge following the completion of
the potential earn out payments.  

Currently, Alliant Resources gives its acquired companies a
significant amount of operating autonomy, which reflects its
current strategy.  However, difficulties with this strategy may
arise over the medium to long term as the company completes
further acquisitions and the need for integration of people,
processes and systems increases.

The rating outlook is stable and reflects Moody's expectations for
stronger operating earnings, higher levels of fixed charge
coverage, and lower financial leverage.  Specifically, the rating
agency expects EBIT margins in the low to mid-twenties, and debt
to EBITDA to moderate to approximately three times over the near
term.  Moody's also expects interest coverage, which was 4.3 times
in 2003 and 3.2 times in 2002 to be at least in the one to two
times range.  Also contemplated in the current rating is that the
company will generate organic growth in the mid to low single
digit range and continue its disciplined acquisition strategy.

Alliant Resources Group, headquartered in Stamford, Connecticut,
is the 14th largest insurance broker in the United States and
distributes property and casualty insurance, employee health and
welfare and asset management products to small and mid-sized
businesses.  In 2003, the company reported $158 million in
revenues and $15 million in net income.  Shareholders' equity at
December 31, 2003 was $74 million.


ALPINE III: Moody's Puts Low-B Ratings on Classes D & E Notes
-------------------------------------------------------------
Moody's Investors Service assigned these ratings to five classes
of notes issued by Alpine III and brought to market by UBS
Investment Bank, a subsidiary of UBS AG:

   -- Aaa to $60,000,000 Class A Floating Rate Notes due 16 August
      2014;

   -- Aa2 to $17,025,000 Class B Floating Rate Notes due 16 August
      2014;

   -- Baa2 to $9,000,000 Class C Floating Rate Notes due 16 August       
      2014;

   -- Ba1 to $8,025,000 Class D Floating Rate Notes due 16 August
      2014; and

   -- Ba1 to $3,000,000 Class E Floating Rate Notes due 16 August       
      2014.

This transaction is a synthetic securitization designed to pass
through to the Issuer a portion of UBS's credit exposure to U.S.
municipal and other tax-exempt counterparties under a specified
portfolio of ISDA Master Agreements documenting swap, option, and
other derivative transactions.  The Reference Entities include
various U.S. state and local government units, acting either
directly or through a special authority (such as power or
transportation authorities), as well as various organizations that
enjoy tax-exempt status under Section 501(c) of the Internal
Revenue Code (such as schools, colleges, and hospital
foundations).

UBS will have the right to change the Covered Master Agreements
included in the Reference Pool from time to time, as long as the
resulting Reference Pool satisfies the credit quality and
diversity requirements specified by the Reference Pool Guidelines.

Alpine III is the first synthetic CDO that solely references
municipal issuers.  As a result, Moody's used a modified version
of the rating approach typically used for synthetic CDOs
referencing corporate names or asset-backed securities.  For
example, for a given rating level, the default probability
associated with corporate reference entities was decreased by half
to reflect the low default frequency observed for municipal
securities with a similar Moody's rating.

In addition, Moody's Diversity Score calculation considered
correlations among municipal bonds based on the obligor's
geographical location, type of underlying security (e.g., general
obligation pledge or specific collateral), and industry-related
sectors (e.g., Not-For-Profit Healthcare).  Recovery rates were
estimated based on historical observation and issuer type, and
were reduced to reflect the short time period for settlement
following a credit event.

In addition to the credit risk posed by the Reference Pool,
Moody's ratings also reflect the Moody's rating of UBS AG, London
Branch, as counterparty to the Credit Swap and the Repurchase
Agreeemnt with the Issuer, and other relevant agreements.  Moody's
review of the legal documentation underlying this transaction
included a review of the Credit Swap documents and the types of
Credit Events specified therein, as well as the mechanisms for
determining the severity of related losses.


ANSELL LIMITED: Moody's Reviewing Pacific Dunlop's Ba2 Rating
-------------------------------------------------------------
Moody's Investors Service has placed the long-term ratings of
Ansell Limited and its supported subsidiaries on review for
possible upgrade.  The review is driven by the sustained
improvements evident in Ansell's operating profile, with sound
diversity in operating and market risk, coupled with its continued
conservative financial approach and as demonstrated in its
improving credit metrics.  The review will focus on developing
dynamics in certain key end markets, specifically the US surgical
gloves and European consumer products, and the potential impact on
the company's ability to maintain its overall operating margin.  
In addition, Moody's will review Ansell's prospective financial
policies and ongoing capital management plans particularly as they
impact upon gearing levels and liquidity. Moody's noted the review
does not cover Ansell's short term-ratings, which are affirmed at
Not Prime.

The ratings on review for possible upgrade are:

   * Ansell Limited - senior unsecured rating of Ba2; subordinated
     debt rating of Ba3; and issuer rating of Ba2

   * Pacific Dunlop USA, Inc. (backed) - senior unsecured rating
     of Ba2

   * Pacific Dunlop Holdings Inc. (backed) - senior unsecured
     rating of Ba2

The ratings affirmed are:

   * Ansell Limited - short-term rating of Not Prime

   * Pacific Dunlop Holdings Inc. (backed) - short-term rating of
     Not Prime

The rating reflects:

   [1] Solid brand awareness and long-term relationships with
       customers, which underpin revenues and operating margins;

   [2] Ability to meet the evolving needs of customers with the
       introduction of new products; and

   [3] Management's commitment to sustaining a healthy financial
       profile.

Moody's notes the rating also considers the:

   [1] Fragmented and commoditised nature of certain of Ansell's
       markets and which restricts the company's pricing power and
       ability to grow revenue;

   [2] Its lack of business size and diversity; and

   [3] Exposure to currency (primarily Euro) and commodity (latex)
       price risk.

Ansell has significant short-term debt maturities with roughly
A$190 million falling due before June 2005.  Its existing
committed facilities, in combination with cash on hand and ongoing
free cash generation, should be more than sufficient to cover
these maturities.

Ansell Limited, based in Melbourne, Australia, is a global
provider of protective coverings, primarily gloves.


BALLY TOTAL: S&P Cuts Credit Rating to B & Initiates CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Bally
Total Fitness Holding, Corp., including its corporate credit
rating to 'B' from 'B+', and placed them on CreditWatch with
negative implications based on increasing debt leverage and delays
in releasing of the second quarter financial results.

The Chicago, Illinois-based fitness club operator's total debt
outstanding at March 31, 2004, was $731.8 million.

"The rating action reflects Bally's rising debt leverage and the
expectation that the company is not likely to de-lever in the near
term," said Standard & Poor's credit analyst Andy Liu.  Although
the company's new membership enrollment trend is encouraging, with
three consecutive quarters of year-over-year increases, these
higher enrollments have not yet translated into higher EBITDA.  
"Over the medium term, Bally's debt leverage could gradually
decrease if the positive membership enrollment trend is sustained,
membership duration remains steady, and new members improve
earnings mix."

The CreditWatch listing is based on Bally delaying the release of
its financial results for the second quarter ended June 30, 2004,
and postponing the filing of its Form 10-Q quarterly report with
the Securities Exchange Commission.  The company has obtained the
consent of its revolving credit lenders allowing it until
September 30, 2004, to file its Form 10-Q.  Under the bond
indentures, bondholders could send bond trustees a notice of
default, which would provide a 30-day cure period to resolve the
issue.  The filing delay is being caused by the examination of
certain accounting issues that could lead to further restatement
of prior period financial statements.

The resolution of CreditWatch would depend on Bally releasing its
second quarter financial results and filing its Form 10-Q with the
SEC prior to September 30, 2004, and the nature of any restatement
or other unexpected items.  Ratings could be lowered further if
bondholders send a notice of default to bond trustees.


BALLY TOTAL: Moody's Places Low-B & Junk Ratings Under Review
-------------------------------------------------------------
Moody's has placed the ratings of Bally Total Fitness Holding
Corporation on review for possible downgrade to reflect concerns
related to Bally's announcement that is postponing the filing of
its Form 10-Q quarterly report for the second quarter ended June
30, 2004 with the Securities and Exchange Commission.  Moody's is
concerned that the accounting issues that need to be addressed may
not be resolved in time to prevent an event of default.

Moody's has placed the following ratings on review for possible
downgrade:

    -- $100 million senior secured revolving credit facility,
       due 2008, rated B1;

    -- $235 million 10.5% senior unsecured notes,
       due 2011, rated B2;

    -- $300 million 9.875% senior subordinated notes,
       due 2007, rated Caa1;

    -- Senior Implied, rated B2;

    -- Senior Unsecured Issuer, rated B3.

In connection with its announcement that is postponing the filing
of its second quarter Form 10-Q, Bally indicated that it is
working with its independent auditors under the oversight of its
audit committee to resolve certain accounting issues before filing
further financial statements. While the current postponement is
not an event of default, Moody's is concerned that these issues
may not be resolved on a timely basis. The failure by Bally to
file its Form 10-Q for the second quarter on a timely basis would
constitute an event of default under its senior unsecured and
senior subordinated note indentures if notice is given by the
indenture trustee and a thirty day cure period expires. Bally has
announced that it has obtained the consent of its revolving credit
lenders allowing until September 30, 2004, subject to certain
conditions, to file its Form 10-Q for the second quarter, without
the delayed delivery constituting a default under its revolving
credit facility.

Moody's review will focus on the accounting issues that triggered
the delay in the expected filing of the company's second quarter
Form 10-Q, whether an event of default is triggered under Bally's
credit agreement or indentures and expected recovery values in the
event of such default.  The senior secured revolving credit
facility and senior unsecured notes are expected to have
relatively high recovery values in the event of a default due to
Bally's expected enterprise value and the value of its real estate
and receivables. As of March 31, 2004, the company's short term
and long term net installment receivables totaled $729 million on
a gross basis. Although $250 million of these receivables have
been pledged as part of a securitization program, the remainder
would be available to senior secured creditors. Additionally, the
net reported book value of property and equipment as of March 31,
2004 was $618 million.  Expected recovery rates for the senior
subordinated notes in the event of a default are more uncertain
and are affected by the contractual subordination of these notes
and their lack of guarantees.

Headquartered in Chicago, Illinois, Bally's is the largest
commercial operator of fitness centers in North America. Revenue
for the year ended December 31, 2003 was approximately $953
million.


BEAR STEARNS: Fitch Cuts Class M-2 Rating to BB & Junks Class B
---------------------------------------------------------------
Fitch Ratings has taken action on these Bear Stearns issues:

   Bear Stearns Home Loan Owner Trust Series 2001-A:

      -- Classes A-I-3, A-I-4, A-II, A-III are affirmed at 'AAA';
      -- Class M-1 is affirmed at 'A';
      -- Class M-2 is downgraded to 'BB-' from 'BB'.

   Bear Stearns Global Issuance Series 2001-A:

      -- Class B is downgraded to 'C' from 'CCC'.

The trust is collateralized by high loan-to-value subordinate lien
loans originated by Conseco Finance Corporation.  The loans are
serviced by Conseco Finance Corporation.  EMC Mortgage
Corporation, rated 'RPS1' by Fitch Ratings, is the backup
servicer.

The class A notes are guaranteed timely payment of interest and
ultimate principal by a financial guaranty insurance policy issued
by Ambac Assurance Corporation.  The notes' 'AAA' rating is based
on Fitch's affirmation of Ambac's insurer financial strength --
IFS -- rating at 'AAA'.

The downgrade of the Bear Stearns Home Loan Owner Trust class M-2
reflects the depletion of overcollateralization and a reduction in
the amount of excess spread due to poor loan performance.

The Bear Stearns Global Issuance transaction is a resecuritzation
of the class B certificate from Bear Stearns Home Loan Owner
Trust, series 2001-A (the underlying trust).  The underlying trust
is collateralized by high loan-to-value subordinate lien loans
originated by Conseco Finance Corporation.  The loans in the
underlying trust are serviced by Conseco Finance Corporation.  EMC
Mortgage Corporation, rated 'RPS1' by Fitch Ratings, is the backup
servicer.

The downgrade of the class B reflects a reduction of the principal
balance of the certificate from the underlying trust due to poor
loan performance.


BOYDS COLLECTION: Michael Prager Replaces L. Colson as Sales VP
---------------------------------------------------------------
The Boyds Collection, Ltd. (NYSE:FOB) appointed Michael A. Prager
as Vice President of Sales. A highly experienced sales executive,
Mr. Prager's nearly 20-year career has been spent at industry-
leading consumer products companies, including Procter & Gamble,
Johnson & Johnson and The Timberland Company. Mr. Prager, who will
join the Company at the end of the month, replaces Linda Colson,
who is retiring.

Jan L. Murley, Chief Executive Officer, said, "We are delighted to
welcome Mike Prager to Boyds. His expertise and track record in
significantly growing the sales of consumer brands across multiple
sales channels and increasing sales profitability, through
instituting operational efficiencies, will be invaluable to our
Company in our efforts to improve performance in our wholesale
business. We look forward to Mike's leadership as Boyds focuses on
enhancing our sales productivity among our traditional retail
network and capitalizing on the appeal of our more giftable
products, by introducing them to a wider range of consumers in
higher traffic retail channels."

"We would also like to thank Linda Colson for all of her
contributions to Boyds, and wish her a wonderful retirement."

Mr. Prager joins Boyds from The Timberland Company, where he
served as VP of U.S. Sales, with responsibility for the Company's
$600 million U.S. footwear business, its largest division. He
joined Timberland in 2001, after having spent six years at Johnson
& Johnson, Inc. in positions of increasing seniority, including
Executive Director of its Consumer Companies, representing $4
billion in sales of leading consumer brands, including Tylenol,
Band-Aid, and J&J Baby Products, among others. Mr. Prager spent
the first decade of his career at The Procter & Gamble Company,
where he served in executive sales roles in its Health and Beauty
Care products business, which included, among many others, the
Crest, Scope, and Pantene brands.

The Boyds Collection, Ltd. is a leading designer and manufacturer  
of unique, whimsical and "Folksy With Attitude(SM)" gifts and  
collectibles, known for their high quality and affordable pricing.  
The Company sells its products through a large network of  
retailers, as well as at Boyds Bear Country(TM) in Gettysburg,  
Pennsylvania -- http://www.boydsbearcountry.com/-- "the world's   
most humongous teddy bear store." Founded in 1979, the Company was  
acquired by Kohlberg Kravis Roberts & Co. (KKR) in 1998 and is  
traded on the NYSE under the symbol FOB. Information about Boyds  
can be found at http://www.boydsstuff.com/  

                        *   *   *

As reported in the Troubled Company Reporter's May 12, 2004  
edition, Moody's Investors Service lowers the senior ratings of  
The Boyds Collection Ltd., concluding the review for possible  
downgrade initiated on December 22, 2003. The outlook is
negative.   

      Affected ratings are:   
  
          --Senior Implied Rating to B1 from Ba3;   
  
          --$40M senior secured revolving credit facility due
            2005 to B1 from Ba3;   
  
          --$28M senior secured term loan facility due 2005  
            to B1 from Ba3;   
  
          --$34.4M 9.0% senior subordinated notes due 2008  
            to B3 from B2;   
  
          --Unsecured Issuer Rating to B2 from B1   
  
The downgrade reflects the material reduction in Boyds' capacity   
to repay debt due to the continuous decline in its wholesale   
business, the projected step-up in funding requirements for the   
decision to start a major expansion in retail, and the potential   
liquidity pressures arising from the scheduled April 2005
maturity of bank credit facilities. While new senior management
has made several moves to stop the unabated decline of the
wholesale business, Moody's assumes no evidence of a reduced
operating cost structure, the development and introduction of new
products until the second half of 2004. Moody's supposes that
current operating challenges and growing financial leverage may
limit Boyds' decision to expand its retail operations over the
next several years.


BRIAZZ: Creditors Have Until August 31 to File Proofs of Claim
--------------------------------------------------------------
The United States Bankruptcy Court for the Western District of
Washington set 4:30 p.m. on August 31, 2004, as the deadline for
all creditors owed money on account of claims against by Briazz,
Inc., arising prior to June 7, 2004, to file their proofs of
claim.  

Creditors who file their claims before August 24, 2004, must send
their written proof of claim forms to:

      Clerk of the Bankruptcy Court
      United States Bankruptcy Court, Seattle Division
      315 Park Place Building
      1200 Sixth Avenue
      Seattle, Washington 98101

If creditors file after August 24, 2004, they should send their
proofs of claim in this address:

      Clerk of the Bankruptcy Court
      United States Bankruptcy Court, Seattle Division
      700 Stewart Street, Room 6301
      Seattle, Washington 98101-1271

Creditors who failed to file their proofs of claim on or before
the Bar Date will be forever barred from asserting their claims.

Headquartered in Seattle, Washington, Briazz Inc. --
http://www.briazz.com/-- serves fresh, high-quality lunch and  
breakfast foods and between-meal snacks from company owned cafes
in urban markets.  The Company filed for chapter 11 protection on
June 7, 2004 (Bankr. Wash. Case No. 04-17701).  Cynthia A. Kuno,
Esq., and J. Todd Tracy, Esq., and Crocker Kuno Ostrovsky LLC
represent the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$5,400,000 in total assets and $12,200,000 in total debts.


BRIDGE TECHNOLOGY: Creditors' Committee Hires Albert Weiland
------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Santa Ana Division, gave its nod of approval to the Official
Unsecured Creditors Committee in Bridge Technology, Inc.'s chapter
11 case to employ Albert Weiland & Golden, LLP, as its counsel.

Alber Weiland will:

    a) give the Committee advice concerning the rights and
       remedies of the creditors and of the Committee with
       regards to the operation of the Debtor's business;

    b) represent the Committee in any proceeding or hearing,
       including, without limitation, lien avoidance, preference
       avoidance, and fraudulent conveyance litigation, in the
       Bankruptcy Court, and in any action where the rights of
       the estate or creditors may be litigated or affected;

    c) assist the Committee in reviewing the pending sale of
       assets and any plans of reorganization filed by the
       Debtor and to assist the Committee in its analysis of any
       plans; and

    d) represent the Committee at hearings in connection with
       the disclosure statements and plan confirmation.

Theodor C. Albert, Esq., reports that the firm will bill the
estate at a discounted rate of 10% from its customary hourly
rates.  Mr. Albert does not disclose the firm professionals'
billing rates.

To the best of the Committee's knowledge, Albert Weiland is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Garden Grove, California, Bridge Technology Inc.
-- http://www.bridgeus.com/-- develops, markets, and sells  
computer peripherals and computer system enhancement products. The
Company filed for chapter 11 protection on June 21, 2004 (Bankr.
C.D. Calif. Case No. 04-13988).  Herbert N. Niermann, Esq., in
Irvine, Calif., represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $19,498,905 in total assets and $13,067,848
in total debts.


C2 MEDIA LLC: Deadline for Confirmation Objections is Tomorrow
--------------------------------------------------------------
Objections to confirmation of the Second Amended Chapter 11 Plan
of C2 Media, LLC, and its debtor-affiliates must be filed with the
Bankruptcy Clerk for the U.S. Bankruptcy Court for the Southern
District of New York, by 5:00 p.m. tomorrow, August 20, 2004, and
copies must be served on:

   (1) Counsel for the Debtors
       Vedder, Price, Kaufman & Kammolz, PC
       805 Third Avenue
       New York, New York 10022
       Attn: Jon Yard Arnason, Esq.
             
   (2) United States Trustee
       Office of the United States Trustee
       33 Whitehall Street, 21st Floor
       New York, New York 10022
       Attn: Tracy Hope Davis, Esq.
             Assistant U.S. Trustee

   (3) Counsel for J.P. Morgan Chase
       Clifford Chance US, LLP
       31 West 52nd Street
       New York, New York 10019
       Attn: Scott D. Talmadge, Esq.

   (4) Counsel for Syntek Capital
       Hughs & Luce, LLP
       111 Congress Avenue, Suite 900
       Austin, Texas 78701
       Attn: Bryan Whittman, Esq.

   (5) Counsel for David Manning and Amnon Bar-Tur
       Sonnenschein, Nath and Rosenthal, LLP
       1221 Avenue of the Americas
       New York, New York 10020-1089
       Attn: Carol Neville, Esq.

   (6) Counsel for the Official Committee of Unsecured Creditors
       Drinker, Biddle & Reath, LLP
       500 Campus Drive
       Florham Park, New Jersey 07932-1047
       Attn: Robert K. Malone, Esq.

Creditors' voting on the Debtor's Plan concluded on August 13.

C2 Media -- http://www.c2media.com/-- supplies professional media   
graphics solutions.  The Debtor filed for chapter 11 protection  
on October 10, 2001 (Bankr. S.D.N.Y. Case No. 01-15256). At that  
time, C2 owed J.P. Morgan Chase $34 million under a pre-petition  
credit agreement.


CABLETEL COMMS: Plan Confirmation Hearing Slated for Sept. 9
------------------------------------------------------------
Cabletel Communications Corp. (Pink Sheets:CCMTF) reported that
a Court hearing regarding approval of the Company's reorganization
proposal is scheduled for September 9, 2004.

If obtained, the reorganization proposal will be binding upon all
creditors to whom it is made. Following consummation of the
proposal, the Company expects to continue as a surviving entity
with a small amount of cash. Management is considering various
alternatives for the use of the entity, including using the
corporate shell as a vehicle to acquire a new business. Such a
transaction could result in the issuance of such number of
additional shares as could dilute the ownership position of the
existing shareholders to a very small percentage shareholding in
the Company.

As previously disclosed, on June 9, 2004, the Company filed a
Notice of Intention to Make a Proposal to its creditors under the
Bankruptcy & Insolvency Act (Canada). Contemporaneously with that
filing, the Company applied to the court for the appointment of
PricewaterhouseCoopers Inc. as the Court Appointed Interim
Receiver of the Company for purposes of affecting the sale of its
manufacturing business.

On July 2, 2004, PricewaterhouseCoopers Inc., as the Court
Appointed Interim Receiver of the Company, sold the Company's
remaining manufacturing business and related assets to
subsidiaries of Dyanflex, Inc. for US $1.2 million, subject to a
working capital adjustment. The sale has resulted in the
disposition by the Company of its last remaining operating
business.

On July 9, 2004, the Company filed a reorganization proposal for
approval by the Company's unsecured creditors. Creditors at a
statutory meeting of creditors on July 30, 2004 approved that
proposal. The proposal provides for the Company to realize cash
from the liquidation of its remaining assets net of payment of
secured claims and other administrative costs and for the payment
of all proven claims of ordinary unsecured creditors of a pro rata
distribution of cash and common shares in the Company. The shares
of common stock to be issued to the creditors are expected to
represent approximately 30% of the outstanding common stock. Under
the terms of the proposal, the Company retains the option not to
issue shares to the creditors if the cost of any associated
regulatory compliance is deemed by management to be commercially
unreasonable.

                        About Cabletel

Cabletel Communications offers a wide variety of products to the
Canadian television and telecommunications industries required to
construct, build, maintain and upgrade systems. The Company's
engineering division offers technical advice and integration
support to customers. Stirling Connectors, Cabletel's
manufacturing division supplies national and international
clients with proprietary products for deployment in cable, DBS
and other wireless distribution systems. More information about
Cabletel can be found at http://www.cabletelgroup.com/


CABLEVISION SYSTEMS: S&P's BB Rating Remains on Watch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services' ratings for Cablevision
Systems Corp. (BB/Watch Neg/--) and its related entities remain on
CreditWatch with negative implications due to the uncertainty
regarding the company's ability to complete its planned spin-off
of its satellite broadcast business and a significant portion of
its programming businesses later this year.

"Failure to complete the spin-off in 2004 could materially weaken
the company's credit profile and could subject the rating to a
downgrade given the uncertainty regarding the incremental
financing requirements for the satellite broadcast business,
including the possibility that additional satellites could be
launched," said Standard & Poor's credit analyst Catherine
Cosentino.  "Moreover, Cablevision's overall business risk would
be somewhat weaker, as prospects for the satellite business remain
in doubt given the high degree of competition from DBS operators

The DIRECTV Group Inc. and EchoStar Communications Corp., which
collectively have more than 20 million subscribers.  Conversely,
if the spin-off of the satellite and programming businesses is
consummated under the current terms, ratings at Cablevision and
its related entities would be affirmed with a positive outlook."

Standard & Poor's had indicated that an affirmation would be
accompanied by an outlook of "developing"; however, expectations
of continued good operating cash flow generation, as demonstrated
in the first half of 2004, negates the negative portion of the
developing outlook.  When the spin-off is completed, the ratings
for Rainbow Media Holdings LLC, including the 'BB' corporate
credit rating and 'BB+' secured bank loan rating, will be
withdrawn.

The ratings reflect Cablevision System Corp.'s relatively high
ongoing level of consolidated debt to annualized EBITDA, which was
about 7.5x for the first half of 2004 (including preferred stock
and stock plan expense, adjusted for operating leases and
financial guarantees, and excluding nonrecurring broadcast rights
termination fees, a related liability reversal, and collateralized
indebtedness), or 7.4x excluding stock plan expense.  The company
also faces increasing competition from direct broadcast satellite.  
However, Cablevision continues to benefit from the attractive
demographics of its cable TV franchise area, which currently
serves about 2.9 million customers.  This base provides good
potential for expansion of digital and cable modem broadband
services, both of which are expected to continue to be
aggressively marketed.


CANDESCENT TECH: Wants to Appoint Georgeson as Noticing Agent
-------------------------------------------------------------
Candescent Technologies Corporation asks the U.S. Bankruptcy Court
for the Northern District of California, San Jose Division, for
permission to employ Georgeson Shareholder Communications, Inc.,
as their solicitation and noticing agent.

The Debtors relate that they will need Georgeson's assistance to
contact and solicit votes from holders of $358 million of publicly
held debt securities.  Georgeson has substantial experience in
providing solicitation and related distribution services.  

Georgeson will:

    a) assist and review drafted solicitation materials and
       other bankruptcy documents and motions;

    b) give the Debtor advice on ballot solicitation strategies;

    c) distribute and fulfill plan documents;

    d) solicit ballots from institutional bond holders; and

    e) assist in the distribution of bankruptcy pleadings,
       notices, and related documents, as requested.

Tony Vecchio reports that Georgeson's base fee is $8,500.

Headquartered in Los Gatos, California, Candescent Technologies
Corp. -- http://www.candescent.com/-- is a supplier of flat panel  
displays for notebook computers, communications and consumer
products.  The Company filed for chapter 11 protection on June 16,
2004 (Bankr. N.D. Calif. Case No. 04-53803).  Ramon Naguiat, Esq.,
at Pachulski, Stang, Ziehl, Young, Jones & Weintraub represents
the Debtors in their restructuring efforts.  When the Company
filed for protection from creditors, it debts and assets of over
$100 million each.


CATHOLIC CHURCH: Two Tort Claims Want Stay Lifted for Discovery
---------------------------------------------------------------
K.N. and G.M. assert tort claims against the Archdiocese of
Portland in Oregon for sexual abuse.  At the time of the Debtor's
Chapter 11 filing, K.N. and G.M. had an open civil action against
the Debtor as part of a Multnomah County Circuit Court case.  
K.N. and G.M. seek $10,800,000 in economic and non-economic
damages against the Debtor in the Action.

According to Erik K. Olson, Esq., at David Slader Trial Lawyers,
P.C., in Portland, Oregon, K.N. and G.M.'s state court civil
claims against the Debtor's co-defendants:

   * The Franciscan Friars of California, an Oregon corporation;

   * Franciscan Friars of Oregon, Inc.;

   * Franciscan Friars of California, Inc., a California
     corporation;

   * The State of Oregon Youth Authority and its predecessor
     entities, the Children's Services Division of the Department
     of Human Resources and the MacLaren School for Boys; and

   * three John Does

are not stayed by the Bankruptcy Code.  

However, the claims were stayed by operation of Rule 7.050 of the
Oregon Uniform Trial Court Rules, which acts to stay the entire
State Court Action "[u]pon notice that proceedings in an action
are subject to a federal bankruptcy stay. . . ."

Before the Petition Date, K.N. and G.M. sought to perpetuate
G.M.'s testimony due to his medical condition.  G.M. suffers from
a progressive terminal illness.  G.M.'s testimony is also
necessary to further his own case as well as the cases of other
victims of Fr. Remy Rudin, including K.N.  G.M. had reported his
abuse to several officials who took no action to protect him or
the other wards of the court who resided at the MacLaren School
for Boys, with and subsequent to, G.M.'s residence there.

G.M.'s medical records were obtained and distributed to the
Debtor's counsel and the other defendants in the state court
action.  Consequently, the parties in the state court action
stipulated to the discovery and perpetuation depositions of G.M.

The Debtor and other defendants agreed to produce documentary
discovery needed to prepare for and effectively conduct the
discovery and perpetuation depositions of G.M.  However, the
Debtor continued to delay the production of documents, which was
due on June 22, 2004, until after the Debtor filed for Chapter 11
protection.

By this motion, K.N. and G.M. ask the Court to modify the
automatic stay to permit:

   (a) the Debtor's production of Fr. Rudin's personnel and
       pertinent sub secreto files as previously requested in the
       state court action and needed before G.M.'s discovery
       and perpetuation depositions can be effectively taken;

   (b) the production of the State of Oregon's records, including
       activity logs documenting the transfer of residents into
       and out of the Benson Cottage disciplinary cells and the
       daily log of activity maintained by the MacLaren staff;
       and

   (c) discovery and perpetuation depositions of G.M. as
       stipulated to by the parties before the Petition Date.

Mr. Olson reminds Judge Perris that the Court has approved the
special appointment of attorneys -- Thomas Dulcich and Margaret
Hoffmann -- who are familiar with K.N.'s and G.M.'s claims so they
can assist in the resolution of the tort claims.  As Ms. Hoffmann
had agreed to produce at least some of the requested discovery,
and had, before the Petition Date, stipulated to the discovery and
perpetuation depositions requested, Mr. Olson asserts that
allowing K.N. and G.M. to pursue discovery should pose no hardship
to the Debtor.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004. Thomas
W. Stilley, Esq. and William N. Stiles, Esq. of Sussman Shank LLP
represent the debtor in its restructuring efforts.  In its
Schedules of Assets and Liabilities filed with the Court on
July 30, 2004, the Portland Archdiocese reports $19,251,558 in
assets and $373,015,566 in liabilities.  (Catholic Church
Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


CHAMPIONSHIP AUTO: Unable to Beat Extended Report-Filing Deadline
-----------------------------------------------------------------
Championship Auto Racing Teams, Inc. (Pink Sheets: CPNT) will be
unable to file its quarterly report for the three-month period
ending June 30, 2004 by August 16, 2004.

On March 30, 2004, the Company filed a Form 12b-25 with the SEC,
which grants an automatic fifteen-day extension to the Form 10-K
filing deadline in order to complete the audit of its financial
statements for the year ended December 31, 2003.

On April 14, 2004, the Company issued a press release which stated
that it was unable to complete its financial statements for the
year ended December 31, 2003 by March 30, 2004 due primarily to
the fact that its operating subsidiary CART, Inc. filed for
bankruptcy under the U. S. Bankruptcy Code in December 2003.

The sale of substantially all the assets of CART, Inc., and
certain other assets, was completed on February 13, 2004. The
Company and its accountants have been working diligently to
finalize the financial statements and the Form 10-K as quickly as
possible. Until the Form 10-K is filed, the Form 10-Qs for the
first and second quarters of 2004 cannot be completed. At this
time, the Company is unable to predict when it will be in a
position to file its Form 10-K and therefore the Form 10-Qs. It is
anticipated that the Form 10-Qs will be filed along with or
shortly after the Form 10-K.

              About Championship Auto Racing Teams, Inc.

Championship Auto Racing Teams, Inc. previously owned and operated
the Champ Car World Series. The Company has sold all of its
operating assets and is in the process of winding up its affairs.

                           *    *    *

On November 11, 2003, in response to a request by the management
of Championship Auto Racing Teams, Inc., that Deloitte & Touche
LLP, the Company's independent auditor, reissue its report on the
Company's financial statements included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2002, and in
connection with the filing by the Company of a proxy statement on
November 13, 2003, relating to the pending transaction with Open
Wheel Racing Series LLC, Deloitte & Touche informed management
that its report on the Company's financial statements as of
December 31, 2002 and 2001, and for each of the three years in the
period ended December 31, 2002 would include an explanatory
paragraph indicating that developments during the nine-month
period ended September 30, 2003 raise substantial doubt about the
Company's ability to continue as a going concern.


COLONIAL EXETER LLC: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Colonial Exeter, LLC
        812 North 2nd Avenue
        Phoenix, Arizona 85003

Bankruptcy Case No.: 04-14545

Type of Business:

Chapter 11 Petition Date: August 17, 2004

Court: District of Arizona (Phoenix)

Judge: George B. Nielsen Jr.

Debtor's Counsel: Dennis J. Wortman, Esq.
                  Dennis J. Wortman, P.C.
                  2700 North Central Avenue #850
                  Phoenix, Arizona 85004
                  Tel: 602-257-0101
                  Fax: 602-776-4544

Total Assets: $10 Million to $50 Million

Total Debts: $10 Million to $50 Million

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


CROSSGEN ENTERTAINMENT: U.S. Trustee Names Creditors' Committee
---------------------------------------------------------------
The United States Trustee for Region 21 appointed four creditors
to serve on an Official Committee of Unsecured Creditors in
Crossgen Entertainment, Inc.'s Chapter 11 case:

      1. Mark Wolfson, Esq.,
         Foley & Lardner, LLP
         P.O. Box 3391
         Tampa, Florida 33601
         Phone: 813-225-4119
         Fax  : 813-221-4210

      2. Cheryl McDaniel
         Fortis Software
         1218 Court Street
         Clearwater, Florida 33756
         Phone: 727-449-2425
         Fax  : 727-443-6355

      3. Richard Klein
         Quebecor World, Inc.
         310 East Shore Road, Suite 302
         Great Neck, New York 11023
         Phone: 516-466-1200
         Fax  : 516-466-8940

      4. Fred Pierce
         Wizard Entertainment, Inc.
         151 Wells Avenue
         Congers, New York 10920
         Phone: 845-268-2000
         Fax  : 845-268-0684

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

Headquartered in Oldsmar, Florida, Crossgen Entertainment
-- http://www.crossgen.com/-- publishes comic books. The Company  
filed for chapter 11 protection on June 8, 2004 (Bankr. M.D. Fla.
Case No. 04-12478).  Noel R. Boeke, Esq., and Rod Anderson, Esq.,
at Holland & Knight, LLP, represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection, it
listed more than $1 million in estimated assets and more than $10
million in estimated debts.


DEVLIEG BULLARD: Wants to Hold Asset Auction on August 25, 2004
---------------------------------------------------------------
DeVlieg Bullard II, Inc., asks the U.S. Bankruptcy Court for the
District of Delaware to approve uniform bidding procedures in
connection with the sale of its non-tooling assets.  

As reported in The Troubled Company Reporter on August 17, 2004,
Bourn & Koch, Inc., has offered $13,350,000 for DeVlieg's non-
tooling assets.  To encourage higher and better offers, the Debtor
proposes bidding procedures and asks the Court to schedule an
auction on August 25, 2004.

All of the Debtor's tangible and intangible assets in its multi-
spindle and original equipment manufacturing businesses are
included in the sale.

The Debtor will solicit qualifying bids from bidders who
demonstrate that they:

   a) possess the financial capabilities, business plan, and
      management structure to effect the acquisition of and
      operation of the Sale Assets as a going concern; and

   b) would agree to purchase substantially all of the Sale
      Assets for an overall value to the Debtor's estates that
      is greater than Bourn & Koch's offer.

The Debtor further submits that it is reasonable to allow the
Prepetition Secured Lenders to credit bid in the Auction.  The
Prepetition Lenders may bid the amount of their claim at a sale of
its collateral under Section 363(b) of the Bankruptcy Code.

For a bid to be considered higher and better, it must exceed Bourn
& Koch's Stalking Horse Bid by at least $150,000 plus $280,000,
the amount of Bourn & Koch's breakup fee, plus the next
incremental bid amount of $100,000

Each Qualifying Bid must be submitted on or before 1:00 p.m. on
August 23, 2004, by delivering complete Qualifying Bid together
with the initial deposit of $400,000 to the Debtor and its counsel
and to the other parties in these addresses:

        (i) DeVlieg Bullard, Inc., Inc.
            Attn: Alan J. Konieczka, Chief Executive Officer
            10100 Forest Hillds Road
            Rockford, Illinois 61115
            Tel: 815 282-4100
            Fax: 815 282-4171

       (ii) Counsel to the Debtors:
            McDonald Hopkins, Co., LPA
            Attn: Shawn M. Riley, Esq.
            600 Superior Avenue, E.
            Suite 2100
            Cleveland, Ohio 44114
            Tel: 216 384-5400
            Fax: 216 384-5474

                 - and -

            Flaster/Greenberg P.C.
            Attn: James E. Huggett
            913 N. Market Street, Suite 702
            Wilmington, Delaware 19801
            Tel: 302 351-1910
            Fax: 302 351-1919

      (iii) LaSalle Business Credit, LLC
            Attn: John M. DePledge
            2 Commerce Square
            2001 Market Street, Suite 2610
            Philadelphia, Pennsylvania 19103
            Tel: 267 386-8800
            Fax: 267 386-8840

       (iv) Counsel for LaSalle Business:
            Hahn & Hessen LLP
            Attn: Roseanne Thomas Matzat, Esq.
            488 Madison Avenue
            14th and 15th Floor
            New York, New York 10022
            Tel: 212 478-7200
            Fax: 212 478-7400

        (v) KPS Special Situations Fund, LP
            Attn: Stephen Presser
            200 Park Avenue, 58th Floor
            New York, New York 10166
            Tel: 212 338-5100
            Fax: 212 867-7980

       (vi) Counsel to the Official Unsecured Creditors
            Committee
            [address not provided]

The Debtor believes that scheduling an auction on
August 25, 2004 will:

   a) provide prospective bidders enough time to conduct due
      diligence; and

   b) flush out the highest and best bids, while facilitating
      the expeditious sale of the Sale Assets, thereby
      preserving and maximizing the going concern value of the
      Assets.  

At the conclusion of the Auction, the Debtor will determine which
bid will be presented to the Court for approval at a Sale Hearing
on August 27, 2004.

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


DII/KBR: AMC Refused to Extend Withholding Action on LOGCAP Pact
----------------------------------------------------------------
Halliburton (NYSE: HAL) was advised that the Army Materiel Command
has refused to grant an extension for the implementation of the
Federal Acquisition Regulation clause that imposes a 15 percent
withholding action on the Company's future invoices under the
LOGCAP III contract. The impact on KBR of the withholding will be
mitigated as KBR will now, in turn, withhold 15 percent from
payments to subcontractors in accordance with KBR's agreements
with subcontractors.

In addition, Halliburton confirmed that it still does not expect
that there will be any withholding attributable to past invoices,
although Halliburton now understands that the government intends
to subject direct costs to the 15 percent withholding.

The statements made by the company on August 16, that it
understood that the suspension would remain in effect, were
accurate at the time based on clear oral assurances from senior
Pentagon representatives. Halliburton also believes that a
politically charged environment and leaks to news media have
likely contributed to these recent events.

While Halliburton continues to believe that there is no legal
justification to apply the 15 percent withholding to the LOGCAP
III contract, the AMC has indicated that the implementation of the
FAR clause was not being imposed as a penalty or for lack of
progress on the definitization process.

Halliburton has the same dispute concerning the applicability of
the 15% withhold in its RIO I and RIO II contracts with the Army
Corps of Engineers and PCO Oil. Halliburton expects to file a
claim asking for a judicial determination that the 15% withhold
does not apply to contracts such as the ones at issue in the RIO
and LOGCAP projects. Halliburton is confident that the government
action is not justified and expects that its legal arguments will
be upheld in litigation.

"At the end of the day, we do not expect this will have a
significant or sustained impact on liquidity," added Cris Gaut,
chief financial officer, Halliburton. "There are very few
companies in the world that could or would adapt this quickly
while, at the same time, financing an operation of this magnitude.
KBR's working capital investment in Iraq continues to improve, as
the balance has declined from $1.1 billion at June 30, 2004 to
less than $750 million currently."

Headquartered in Houston, Texas, Kellogg, Brown & Root is engaged
in the engineering and construction business, providing a wide
range of services to energy and industrial customers and
government entities in over 100 countries.  DII has no business
operations.  The Company filed for chapter 11 protection on
December 16, 2003 (Bankr. W.D. Pa. Case No. 02-12152).  Jeffrey N.
Rich, Esq., Michael G. Zanic, Esq., and Eric T. Moser, Esq., at
Kirkpatrick & Lockhart LLP, represent the Debtors in their
restructuring efforts.


DII/KBR: Asks Court to Approve Platzer & Trinity Transaction
------------------------------------------------------------
Kellogg Brown & Root, Inc., seeks Bankruptcy Court authority to
enter into, and consummate, the transactions contemplated in a
term sheet with Platzer Shipyards, Inc., and Trinity Industries,
Inc.

Pursuant to the Agreement, KBR will convey to Platzer a 5.7529-
acre tract of land in Houston, Texas in exchange for Platzer's
conveyance to KBR of a 4.28-acre tract of land, also in Houston,
and $182,165 in cash.  The Agreement also allows KBR to exercise a
put right to sell to Platzer a 1.25-acre boat slip adjacent to the
KBR-Owned Property for a nominal value of $1 in the event that KBR
is not able to locate any interested buyers because of the extent
of the environmental contamination to the Boat Slip.

Platzer agrees to dismiss a lawsuit, case styled as Platzer
Shipyard, Inc. v. Brown & Root, Inc., filed in the District Court
of Harris County, Texas, 151st Judicial District, on the closing
of the transaction.

Trinity guarantees the performance of Platzer's obligations with
respect to certain environmental provisions of the Agreement.

Michael G. Zanic, Esq., at Kirkpatrick & Lockhart, LLP, in
Pittsburgh, Pennsylvania, tells the Court that the KBR-Owned
Property has not been used by KBR for any business purpose in
recent years and is not anticipated to add any strategic or
monetary value to KBR's business operations in the foreseeable
future.  The KBR-Owned Property had been subjected to significant
levels of environmental contamination, thus making it unsuitable
for marketing and sale in the normal course of KBR's business.

Mr. Zanic relates that at one time, KBR had leased the KBR-Owned
Property to Platzer.  The lease was subsequently terminated by KBR
due to Platzer's default under certain environmental provisions of
the lease agreement.  Pursuant to an order entered by the Texas
Commission of Environmental Quality, Platzer was obligated, and
continues to remain obligated, to remediate the environmentally
damaged KBR-Owned Property.

The parties have been engaged in negotiations for over a one-year
period.  Pursuant to the Agreement, Platzer will assume ownership
of the KBR-Owned Property, which it is required to remediate by
the TCEQ Order.  KBR will no longer be liable for the remediation
efforts.

KBR believes that Platzer's conveyance of the Platzer-Owned
Property is strategically beneficial because the Property will
serve to unite separate and distinct tracts of KBR-Owned Property
situated on the western side of the property known as the "Greens
Bayou Fabrication Yard."  Without the Platzer-Owned Property, KBR
may be forced to market the Greens Bayou Yard as non-contiguous
parcels of land and, therefore, KBR may not receive as much value
for the property if it were sold as a single contiguous plot.

In addition, if KBR is not permitted to transfer ownership of the
KBR-Owned Property to Platzer, it will retain all liability as the
owner of the property until Platzer fully complies with the TCEQ
Order.  Mr. Zanic notes that it may be extremely difficult for KBR
to attract qualified buyers and fair market bids for the KBR-Owned
Property prior to the completion of Platzer's environmental
remediation efforts.  It is also possible that if KBR does not
proceed with the transaction, it may be forced to pay the clean-up
costs out of its own pocket, as well as any litigation costs that
may be incurred in forcing Platzer into compliance with the TCEQ
Order and the recoupment of any out-of-pocket remediation
expenses.  Moreover, Platzer would proceed with its lawsuit
against KBR, which, in turn, would result in the incurrence of
substantial litigation defense costs by KBR.

According to Mr. Zanic, KBR obtained an appraisal of all of its
parcels of real property comprising the Greens Bayou Yard.  The
independent value of the KBR-Owned Property was difficult for KBR
to discern from the global property appraisal that was performed.
KBR did, however, retain two real estate companies that appraised
the KBR-Owned Property and the Platzer-Owned Property and,
subsequently, prepared an estimate of the delta in the real
property value between the KBR-Owned Property and the Platzer-
Owned Property.  The difference in property values was averaged at
$182,000.  KBR believes that it will be able to extract at least
the full value, if not more than the full value, of the KBR-Owned
Property through Platzer's transfer of the Platzer-Owned Property
plus the additional $182,165 Cash Payment.

Moreover, Platzer has agreed that the sale will be on an "as is,
where is" basis and has waived the benefit of any representations
or warranties pertaining to environmental hazards or conditions
related to the KBR-Owned Property.

Headquartered in Houston, Texas, Kellogg, Brown & Root is engaged
in the engineering and construction business, providing a wide
range of services to energy and industrial customers and
government entities in over 100 countries. DII has no business
operations.  The Company filed for chapter 11 protection on
December 16, 2003 (Bankr. W.D. Pa. Case No. 02-12152). Jeffrey N.
Rich, Esq., Michael G. Zanic, Esq., and Eric T. Moser, Esq., at
Kirkpatrick & Lockhart LLP, represent the Debtors in their
restructuring efforts.  (DII & KBR Bankruptcy News, Issue No. 18;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


EL CALLAO: Gets Shareholders Nod to Become Crystallex Subsidiary
----------------------------------------------------------------
El Callao Mining Corp.'s (ECM: TSXV) shareholders approved a plan
of arrangement pursuant to which El Callao will become a wholly
owned subsidiary of Crystallex International Corporation (KRY: TSX
and AMEX) at a special meeting of shareholders held on August 17,
2004.  The arrangement was approved by 95.8% of the votes cast in
person or by proxy at the meeting and 50.03% of the votes cast in
person or by proxy at the meeting by shareholders other than
Crystallex and its related parties.

El Callao Mining Corp. is engaged in the mining of gold and
related activities including acquisition, evaluation and
development of mineral properties.  These activities are conducted
in Venezuela.  Any gold produced from the Company's ore is
processed at the Revemin Mill, owned and operated by a related
party, under common control.

The Company is owned by Crystallex International Corporation, of
Toronto, Canada (79.4%) and by other investors (20.6%).  

Crystallex provided management, financing, administrative and
technical services, including all geological assessments to the
Company.  Accordingly, the Company is economically dependent on
Crystallex.

At March 31, 2004, El Callao's balance sheet shows a $43,465,625
stockholders' deficit, compared to a $42,301,812 deficit at
December 31, 2003.


ENRON CORP: SEC Blesses $25 Mil. Replacement DIP Financing Pact
---------------------------------------------------------------
On December 3, 2001, the Enron Corporation Debtors entered into a
Revolving Credit and Guaranty Agreement with JPMorgan Chase Bank
and Citicorp USA, Inc., as co-administrative agents, Citicorp as
the Paying Agent, JPMorgan as collateral agent, and the DIP
Lenders.  The DIP Financing has been amended twice to extend its
term through September 3, 2004, on a final basis.

Brian S. Rosen, Esq., at Weil, Gotshal & Manges, LLP, in New
York, relates that currently, about $21,000,000 in letters of
credit are outstanding pursuant to the Second Amended DIP Credit
Agreement.  Moreover, all letters of credit issued under the
Second Amended DIP Credit Agreement will expire on or before
August 23, 2004, and can be drawn as early as the middle of
August 2004.

According to Mr. Rosen, the letters of credit issued and
outstanding under the Second Amended DIP Credit Agreement must be
replaced to prevent events of default in the Debtors' contractual
agreements and the creation of substantial risks for the Debtors.

To obtain replacement financing on the best terms possible, the
Debtors made inquiries with various financial institutions with
the capacity and experience to provide the financing the Debtors
require.  After various inquiries and preliminary discussions, it
became clear that the Debtors would be unable to obtain the
necessary financing with a proposed lender on substantially better
terms by offering the proposed lender solely an administrative
expense claim or a junior claim.

The Debtors are coordinating with both the DIP Lenders and
Wachovia to ensure an effective transition from the existing
financing facility with the DIP Lenders to the proposed
replacement financing facility with Wachovia.  Mr. Rosen informs
Judge Gonzalez that prior to the satisfaction of the letter of
credit reimbursement and other obligations, and the termination of
commitments under the Second Amended DIP Credit Agreement, the
DIP Lenders will release any liens granted to them pursuant to the
Second Amended DIP Credit Agreement solely in respect of
$25,000,000 in cash necessary for the Debtors to provide the
Collateral to Wachovia pursuant to the DIP Financing Documents.
All other priorities and liens on collateral granted to the DIP
Lenders, and obligations the Debtors owed under the Second
Amended DIP Credit Agreement will remain in effect until
termination of the Second Amended DIP Credit Agreement.  Wachovia
will be granted priority and liens as the Debtors provided
pursuant to the DIP Financing Documents.  When the Existing DIP
Termination Date occurs, all remaining liens on the Debtors'
assets in favor of the DIP Lenders will be released.  In
connection with the continuing cash management services JPMorgan
provided, the Debtors will grant JPMorgan liens on certain cash,
which liens will not attach to the Wachovia Collateral.

The Securities and Exchange Commission also permitted the Debtors
to secure the $25,000,000 Replacement DIP Financing, provided that
the Debtors will make the appropriate disclosures to the SEC, like
the name of the issuer, the principal or face amount of the
security of letter of credit issued, the interest rate and the
maturity date.  The financing transactions are subject to Section
6(a) and 7 of Public Utility Holding Company Act of 1935, as
amended.  Margaret H. McFarland, SEC Deputy Secretary, notes that
the applicable standards of the Act and the rules under the Act
are satisfied.

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).  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  
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)


FEDERAL-MOGUL: Judge Lyons Approves Debtors' Disclosure Statement
-----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
approved the Disclosure Statement explaining the Third Amended
Joint Plan of Reorganization for Federal-Mogul Corporation and
certain of its affiliated companies.  Approval of the Disclosure
Statement and its related materials authorizes the Debtors to
begin soliciting votes from creditors and interest holders on the
Plan.

                   November 3 Voting Deadline

The Bankruptcy Court has set November 3, 2004, at 4:00 p.m.,
prevailing Eastern Time, as the deadline by which votes to accept
or reject the Plan must be received.  Anyone with claims against
or interests in the Debtors, including asbestos personal injury or
wrongful death claims, may vote on the Plan.  Claimants are
encouraged to read the Plan and Disclosure Statement carefully for
details about how this Chapter 11 reorganization may affect
their rights.  

                December 9 Confirmation Hearing

The Bankruptcy Court will consider whether to confirm the Plan at
a hearing on December 9, 2004.

                     Key Parts of the Plan

The Plan provides for the payment of claims against and interests
in the Debtors.  The Plan further proposes a Trust to pay asbestos
personal injury and wrongful death claims that relate to exposure
to asbestos or asbestos-containing products manufactured,
distributed, sold or possessed by any of the Debtors.  If the Plan
is confirmed, all asbestos personal injury and wrongful death
claims will be permanently channeled to the Trust.  Anyone with
asbestos-related claims will then be forever barred from asserting
their claims directly against any of the Debtors.

               How to Vote on or Object to the Plan

The deadline to vote on the Plan is November 3, 2004 at 4:00 p.m.
(prevailing Eastern Time).  To be counted, a ballot voting on the
Plan must be received by the Voting Agent by that date and time at
the following address:

     The Garden City Group, Inc.
     Voting Agent for Federal-Mogul
     PO Box 8872
     Melville, New York 11747-8872

The Plan may affect claimants' legal rights regardless of whether
they vote on the Plan.

Federal-Mogul Corporation and T&N Limited are two of 157
affiliated companies in the Federal-Mogul reorganization
proceedings.  One hundred thirty-four (134) of the companies are
incorporated under the laws of the United Kingdom, and are parties
to Administration proceedings in that country.  A vote to accept
or reject the Plan will also be a proxy on certain matters in
the United Kingdom administration proceedings.

Any objections to the Plan must be submitted in writing and
received by November 3, 2004 at 4:00 p.m. (prevailing Eastern
Time) to be considered.  Objections should be sent to:

     The Clerk of the Bankruptcy Court
     United States Bankruptcy Court for the District of Delaware
     824 Market Street, 3rd Floor
     Wilmington, Delaware 19801

                    Asbestos Personal Injury
                   and Wrongful Death Claims

Proof of an asbestos personal injury or wrongful death claim does
not have to be filed with the Bankruptcy Court at this time.  The
Bankruptcy Court has established special procedures for holders of
asbestos personal injury or wrongful death claims to vote on the
Plan.  Lawyers for holders of these claims may vote on the Plan on
behalf of their clients if authorized by their client.

                   The Hearing on the Plan

The Bankruptcy Court will hold a hearing to confirm the Plan on
December 9, 2004 at 10:00 a.m. (prevailing Eastern Time) before
the Honorable Raymond T. Lyons, United States Bankruptcy Judge, at
the Clarkson S. Fisher U.S. Courthouse, 402 East State Street,
Courtroom 4, Trenton, New Jersey 08608. Claimants may attend the
hearing, but are not required to do so.

                   Additional Information

A detailed notice describing the Plan, called the Disclosure
Statement, together with a copy of the Plan itself and voting
materials, called a Solicitation Package, is being mailed to known
holders of claims against the Debtors or their lawyers.

Additional information (including copies of the Plan and
Disclosure Statement) can be obtained by calling the Debtors'
Voting Agent at 1-888-212-5571, or by visiting the Federal-Mogul
Reorganization Website at http://www.fmoplan.com/

A complete list of the companies involved in the Chapter 11
reorganization is also available at the website.

                    About Federal-Mogul

Federal-Mogul is a leading global supplier offering the most
comprehensive portfolio of quality products, trusted brands and
creative solutions to the automotive and other industries.  The
company utilizes its engineering and materials expertise,
proprietary technology, manufacturing skill, distribution
flexibility and marketing power to create value for its
stakeholders and exceed customer expectations.

Headquartered in Southfield, Michigan, Federal-Mogul was founded
in Detroit in 1899 and today employs more than 45,000 people in 29
countries.  On October 1, 2001, Federal-Mogul decided to separate
its asbestos liabilities from its true operating potential by
voluntarily filing for financial restructuring under Chapter 11 of
the Bankruptcy Code in the United States and Administration in the
United Kingdom.  For more information on Federal-Mogul,
visit the company's Website at http://www.federal-mogul.com/

Lawrence J. Nyhan, Esq., James F. Conlan, Esq., and Kevin T.
Lantry, Esq., at Sidley Austin Brown & Wood and Laura Davis Jones,
Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from its creditors, they listed
$10.15 billion in assets and $8.86 billion in liabilities.


FEDERAL-MOGUL: WI Says Plan Doesn't Meet Confirmation Requirements
------------------------------------------------------------------
The State of Wisconsin Department of Revenue asserts that the
Third Amended Plan of Reorganization does not meet the
confirmation requirements of Section 1129(a)(9)(C) of the
Bankruptcy Code.

Jim Polkowski, Revenue Agent for the Wisconsin Revenue
Department, points out that the Plan contains a restrictive
provision:

   "Each Allowed Priority Tax Claim shall be paid from, and to
    the extent of available assets of, the respective Debtors'
    Estate against which the Claim is asserted, and thereafter to
    the extent of any insufficiency, from funds advanced to the
    relevant debtors by the Estate of Federal-Mogul Corporation,
    provided, however, the Estate of Federal-Mogul Corporation
    will not be obligated to advance funds for the payment of
    Priority Tax Claims, if any, of any of the Inactive Debtors
    Subsidiaries."

Mr. Polkowski contends that the Estate of Federal-Mogul
Corporation should be responsible for the full payment of all
priority tax claims under Section 507(a)(8), regardless of the
Debtor subsidiary and of their inactive status.  By inserting the
restrictive language, the Plan does not provide for full payment
of all priority tax claims as required by Section 1129(a)(9)(C).

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest  
automotive parts companies with worldwide revenue of some $6
billion.  The Company filed for chapter 11 protection on Oct. 1,
2001 (Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan, Esq.,
James F. Conlan, Esq., and Kevin T. Lantry, Esq., at Sidley Austin
Brown & Wood and Laura Davis Jones, Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
its creditors, they listed $10.15 billion in assets and $8.86
billion in liabilities. (Federal-Mogul Bankruptcy News, Issue No.
62; Bankruptcy Creditors' Service, Inc., 215/945-7000)


FINOVA GROUP: Reports $10.6MM Half-Year Portfolio Expenses
----------------------------------------------------------
For the six months ended June 30, 2004, The FINOVA Group, Inc.,
reports that portfolio expenses totaled $10,600,000 compared to
$18,500,000 for 2003.  The decrease was primarily due to a decline
in the level of problem account and workout expenses for most
portfolios and the timing of certain expenses anticipated during
2004.

In a recent regulatory filing, FINOVA Chief Financial Officer
Richard A. Ross discloses to the Securities and Exchange
Commission that the transportation portfolio continues to incur
the majority of the Company's portfolio costs -- $6,400,000 during
the six months ended June 30, 2004 and $12,100,000 during the six
months ended June 30, 2003.  "These costs are related to the
maintenance of older vintage aircraft and the cost of storing,
maintaining and preparing off-lease aircraft for potential return
to service."

In addition, Mr. Ross continues, portfolio expenses were impacted
by the Company's decision in 2003 to begin dismantling certain
aircraft for sale in the used parts market, rather than continue
to incur significant storage, maintenance and other costs for
potential return to service.  In certain cases, the Company
initially incurs one-time costs to dismantle aircraft that it
anticipates will be offset by future portfolio savings and revenue
generated from parts sales.

The Company completed the dismantling of five aircraft during
2003 and additional 23 aircraft were completely dismantled or sold
as scrap during the first half of 2004.

Headquartered in Scottsdale, Arizona, The Finova Group, Inc.,
provides commercial financing to small and midsized businesses;
other services include factoring, accounts receivable management,
and equipment leasing. The firm has three segments: Commercial
Finance, Specialty Finance, and Capital Markets. FINOVA targets
such markets as transportation, wholesaling, communication, health
care, and manufacturing. Loan write-offs had put the firm on shaky
ground. The Company and its debtor-affiliates and subsidiaries
filed for Chapter 11 protection on March 7, 2001 (U.S. Bankr. Del.
01-00697). Daniel J. DeFranceschi, Esq., at Richards, Layton &
Finger, P.A., represents the Debtors. FINOVA has since emerged
from Chapter 11 bankruptcy. Financial giants Berkshire Hathaway
and Leucadia National Corporation (together doing business as
Berkadia) own FINOVA through the almost $6 billion lent to the
commercial finance company. (Finova Bankruptcy News, Issue No. 50;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


FLEMING COMPANIES: Asks Court to Approve Wisvest Settlement Pact
----------------------------------------------------------------
The Fleming Companies, Inc. and its debtor-affiliates ask the
United States Bankruptcy Court for the District of Delaware,
pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, to approve their settlement agreement with C&S
Acquisition, LLC, Supervalu Holdings, Inc., NorthStar
Refrigeration, LLC, and Wisvest Corporation.

Christopher J. Lhulier, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub, PC, in Wilmington, Delaware, relates that C&S
and Supervalu entered into an asset exchange agreement, which
provides, among other things, for the designation of Supervalu as
a Third Party Purchaser and the transfer to Supervalu of the
assets and properties relating to a warehouse facility in
LaCrosse, Wisconsin.

According to the terms of a Refrigeration Supply Agreement, dated
December 4, 1998, between Wisvest, as predecessor-in-interest to
NorthStar, and Fleming, NorthStar owned, and agreed to operate and
maintain, a refrigeration supply system at the LaCrosse Facility.  
With the transfer of the LaCrosse Facility to Supervalu, the
Refrigeration Equipment remains inside the LaCrosse Facility.

Fleming sought to reject the Refrigeration Agreement.  But the
Court ruled that Fleming is obligated to buy the Refrigeration
Equipment from NorthStar.  According to NorthStar, the
Refrigeration Equipment is worth $2,482,287.  Fleming appealed the
Court's decision.

On December 20, 2002, Fleming consented to NorthStar's collateral
assignment to Wisvest of all of NorthStar's rights and interests
under the Refrigeration Agreement.  Under the Consent, Fleming and
NorthStar agreed that upon receipt of Wisvest's written
instructions, Fleming would render all performance directly to
Wisvest.

By letter to Fleming, dated June 7, 2004, Wisvest instructed
Fleming to remit any and all payments in connection with the
Refrigeration Agreement to Wisvest.

Mr. Lhulier reports that the Parties disagreed about each other's
rights and obligations with respect to:

    1. the Refrigeration Agreement;

    2. the APA, the C&S Sale Order and the Sale as they relate to
       the LaCrosse Facility and the Refrigeration Equipment;

    3. the AEA, the Supervalu Sale Order and the transfer of the
       LaCrosse Facility as they relate to LaCrosse Facility and
       the Refrigeration Equipment;

    4. the ownership or other interests in the Refrigeration
       Equipment;

    5. various pleadings the parties filed with the Court in
       connection with the parties' dealings; and

    6. any claims, disputes or causes of action that may arise
       with respect to the disagreements.

                           The Settlement

To resolve all claims, disputes and differences among them, the
parties agree that:

    (a) Supervalu will pay to Wisvest $1,200,000;

    (b) Fleming will pay to Wisvest $500,000;

    (c) NorthStar will place in escrow $25,000, while Supervalu
        will place $22,000, for payment of an agreed to portion
        of the 2004 personal property taxes of the LaCrosse
        Facility.  Supervalu will be solely responsible for
        paying the 2004 personal property taxes.  The escrow
        account will be administered and the 2004 personal
        property taxes will be paid in accordance with the
        relevant terms of the Settlement Agreement;

    (d) a payment C&S made to NorthStar in October 2003 under the
        Refrigeration Agreement will be deemed to be the property
        of NorthStar;

    (e) each party fully releases all other parties from any and
        all causes of action, damages and other claims arising
        from or in connection with the Dispute;

    (f) Fleming will withdraw with prejudice the Appeal;

    (g) the Motion to Reject the Refrigeration Agreement will be
        deemed granted without further Court order; and

    (h) Supervalu will be deemed to be the owner of the
        Refrigeration Equipment.

Mr. Lhulier points out that with the Settlement Agreement, the
Debtors are able to reduce their potential administrative expense
liability from $2,482,287 to $500,000.  Moreover, the Debtors are
able to avoid the expense of litigation with respect to the
Appeal.

In the event that the Debtors are obligated to purchase the
Refrigeration Equipment from NorthStar, the Debtors believe that
they will be the rightful owner of the Equipment.  Supervalu would
be unable to sell property of the Debtors' estates without the
Debtors' consent.  Yet, the Debtors expect that Supervalu will
challenge that the Debtors own the Refrigeration Equipment and
will oppose any efforts by the Debtors to assert their rights to
sell or otherwise dispose of the Refrigeration Equipment.
Absent the settlement, the Debtors will not only be forced to
litigate with NorthStar, but will also face the prospect of
litigating with C&S and Supervalu in separate actions.  Given the
factual and legal issues involved, the Debtors expect that this
litigation would involve extensive discovery, briefing of
complicated legal issues and continuing uncertainty surrounding
the ownership of the Refrigeration Equipment.

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).  Judge Walrath confirmed Fleming's Third Amended Plan
on July 26, 2004, under which Core-Mark Holding Company, Inc.,
will emerge as a rehabilitated company and be owned by Fleming's
unsecured creditors.  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 their creditors, they listed
$4,220,500,000 in assets and $3,547,900,000 in liabilities.
(Fleming Bankruptcy News, Issue No. 42; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


FOSTER WHEELER: Updates Reg. Statement to Include 2nd Qtr. Results
------------------------------------------------------------------
Foster Wheeler Ltd. (OTCBB:FWLRF) has updated the financial data
in its registration statement for its equity-for-debt exchange
offer to include the company's newly released financial
information for the second quarter of 2004, and related
disclosure, contained in its Quarterly Report on Form 10-Q filed
with the Securities and Exchange Commission on August 9, 2004. The
Commission declared effective the updated registration statement
on August 16, 2004. The company is in the process of distributing
the updated offering materials related to the exchange offer,
containing the new financial information and disclosure.

There has been no change to the terms of the exchange offer as
previously announced, and as set forth in the prospectuses dated
August 2, 2004, and the expiration date of the exchange offer
remains August 30, 2004. Holders who have already tendered their
securities in the exchange offer do not need to take any further
action in order to participate.

"We want to emphasize the absolute importance of achieving the
debt reduction that results from meeting or exceeding the minimum
participation levels," said Raymond J. Milchovich, chairman,
president and chief executive officer. "As a reminder, the minimum
participation levels for the exchange offer are as follows: 90%
for the Senior Notes, the 2009 Series C and Series D Robbins
Bonds, and the Convertible Subordinated Notes; 20% for the 2024
Robbins Series C Bonds; and 75% for the 9.00% Preferred
Securities, a significant portion of which we believe is held by
retail investors."

As previously announced, Foster Wheeler will pay a soliciting
brokers' fee to registered broker/dealers for soliciting
qualifying tenders of trust preferred securities pursuant to this
exchange offer. This fee will be equal to 50 cents per 9.00%
Preferred Security (liquidation amount $25) which the registered
broker/dealers tender on behalf of their customers and which
Foster Wheeler accepts for exchange, subject to certain
limitations.

A copy of the prospectus relating to these securities and other
related documents may be obtained from the information agent. The
information agent for this exchange offer and consent solicitation
is:

     Georgeson Shareholder Communications Inc.
     17 State Street, 10th Floor
     New York, New York 10014

Georgeson's telephone number for bankers and brokers is
212-440-9800 and for all other security holders is 800-891-3214.

Individuals holding their securities through brokers are urged to
contact their brokers to receive a copy of the prospectus and to
tender their securities.

The dealer manager for the exchange offer and consent solicitation
is Rothschild Inc., 1251 Avenue of the Americas, 51st floor, New
York, New York 10020. Contact Rothschild at 212-403-3784 with any
questions on the exchange offer.

Investors and security holders are urged to read the following
documents filed with the SEC, as amended from time to time,
relating to the proposed exchange offer because they contain
important information: (1) the registration statement on Form S-4
(File No. 333-107054) and (2) the Schedule TO (File No. 005-
79124). These and any other documents relating to the proposed
exchange offer, when they are filed with the SEC, may be obtained
free at the SEC's Web site at http://www.sec.gov/or from  
Georgeson.  

The foregoing reference to the exchange offer and any other
related transactions shall not constitute an offer to buy or
exchange securities or constitute the solicitation of an offer to
sell or exchange any securities in Foster Wheeler Ltd. or any of
its subsidiaries.

                        About the Company

Foster Wheeler, Ltd., is a global company offering, through its
subsidiaries, a broad range of design, engineering, construction,
manufacturing, project development and management, research, plant
operation and environmental services.

At March 26, 2004, Foster Wheeler Ltd.'s balance sheet showed an
$880,742,000 stockholders' deficit, compared to an $872,440,000
deficit at December 26, 2003.


FUJITA CORP: Files Plan & Disclosure Statement in California
------------------------------------------------------------
Fujita Corporation USA filed its Chapter 11 Plan of Reorganization
and an accompanying Disclosure Statement with the U.S. Bankruptcy
Court for the District of California, Los Angeles Division.  A
full-text copy of the Debtor's Plan of Reorganization is available
for a fee at:

  http://www.researcharchives.com/bin/download?id=040817222216

The Plan groups creditors and interest holders into five classes
and describes their proposed treatment:

  Class              Treatment
  -----              ---------
  1 - Secured        Unimpaired
      Claims         The legal, equitable and contractual rights
                     of the Holders are unaltered by this Plan.
                     As soon as reasonably practicable after,
                     the later of the Effective Date, or the
                     date on which the Class becomes Allowed,
                     each Holder will receive, at the election
                     of the Debtor:
                     (a) Cash equal to the amount of the Allowed
                         Class 1 Claim, or
                     (b) other less favorable treatment that
                         will not impair the Holder

  2 - Non-Tax        Unimpaired
      Priority       The legal and equitable rights of the
      Claims         Holders are unaltered by this Plan. As soon
                     as reasonably practicable after, the later
                     of the Effective Date, or the date on which
                     the Class becomes Allowed, each Holder will
                     receive, at the election of the Debtor:
                     (a) Cash equal to the amount of the Allowed
                         Class 2 Claim, or
                     (b) other less favorable treatment that
                         will not impair the Holder

  3 - Prepetition    Impaired
      Lender Claims  On the Effective Date, the entire amount of
                     the Prepetition Lender Claims will be
                     deemed Allowed in full. On the Initial
                     Distribution Date, each holder will receive
                     its Pro Rata share of Net Available Cash.

  4 - General        Impaired
      Unsecured      On the Initial Distribution Date, each
      Claims         Holder of an Allowed General Unsecured
                     Claim will receive 5% of the Face Amount of
                     its Claim in Cash from the General
                     Unsecured Claim Fund.

  5 - Old Equity     Impaired
      Interests,     On the Effective Date, the Old Equity will
      Intercompany   be cancelled. Holders of Old Equity,
      Claims and     Intercompany Claims and Subordinated Claims
      Subordinated   will not receive or retain any distribution      
      Claims         on account of their claims.

Headquartered in Culver City, California, Fujita Corporation USA,
owns various real estate investment properties in the United
States. The Company filed for chapter 11 protection on August 5,
2004 (Bankr. C.D. Calif. Case No. 04-27072).  Glenn Walter, Esq.,
at Skadden, Arps, Slate, Meagher, LLP, represents the Company in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $4,469,212 assets and $111,484,468
liabilities.                    


GE CAPITAL: Moody's Downgrades Low-B Ratings for Two Classes
------------------------------------------------------------
Moody's Investors Service downgraded the ratings of two classes
and affirmed the ratings of eight classes GE Capital Commercial
Mortgage Corporation, Commercial Mortgage Pass-Through
Certificates, Series 2000-1 as follows:

   -- Class A-1, $71,198,026, Fixed, affirmed at Aaa;
   -- Class A-2, $429,151,265, Fixed, affirmed at Aaa;
   -- Class X, Notional, affirmed at Aaa;
   -- Class B, $28,293,243, Fixed, affirmed at Aa2;
   -- Class C, $31,829,898, Fixed, affirmed at A2;
   -- Class D, $8,841,698, Fixed, affirmed at A3;
   -- Class E, $22,988,260, WAC, affirmed at Baa2;
   -- Class F, $8,841,638, WAC, affirmed at Baa3;
   -- Class H, $6,189,147, Fixed, downgraded to B1 from Ba2; and
   -- Class I, $5,304,983, Fixed, downgraded to B2 from Ba3.

As of the July 16, 2004 distribution date, the transaction's
aggregate balance has decreased by approximately 7.2% to
$656.3 million from $707.3 million at securitization.  The
Certificates are collateralized by 100 mortgage loans secured by
commercial and multifamily properties.  

The pool includes one shadow rated investment grade loan,
representing 5.3% of the pool, and a conduit component
representing 94.7% of the pool.  The loan exposures range in size
from less than 1.0% of the pool to 5.9% of the pool, with the top
10 loan exposures representing 30.5% of the pool.  One loan
representing 1.2% of the pool has defeased and is secured by U.S.
Government securities.  Two loans have been liquidated from the
pool, resulting in aggregate realized losses of approximately
$10.3 million.

Five loans representing 6.9% of the pool are in special servicing.  
The largest loan in special servicing is the Parkway Tower Loan
($15.2 million - 2.5%), which is secured by a 72,000 square foot
office building located in Santa Clara, California.  This loan was
transferred to special in July 2004 due to concerns about
substantial near term lease expirations and expected declines in
revenue due to weak market conditions.  Moody's has estimated
aggregate losses of approximately $11.1 million for all the
specially serviced loans.

Moody's was provided with full-year 2003 operating results for
approximately 92.7% of the performing loans in the pool.  Moody's
loan to value ratio -- LTV -- for the conduit component is 90.6%,
compared to 88.1% at securitization.  

The downgrade of Classes H and I is due to:

   * realized losses;

   * anticipated losses on the specially serviced loans; and

   * LTV dispersion.  

Based on Moody's analysis, 13.3% of the pool has a LTV greater
than 100.0%, compared to 0.3% at securitization.

The shadow rated loan is the Ell Portfolio I Loan ($34.7 million -
5.3%), which is secured by nine limited service hotels located in
nine states.  The properties, which were built between 1982 and
1994, total 1,181 guestrooms.  The properties consist of eight
Hampton Inns and one Residence Inn.  The portfolio's overall
RevPAR for 2003 was $52.80, compared to $49.50 at securitization.
In spite of increased revenue, the portfolio's financial
performance has been flat, primarily due to higher real estate
taxes and insurance.  The loan has amortized approximately 5.1%
since securitization.  Moody's current shadow rating is Baa2, the
same as at securitization.

The top three conduit exposures represent 14.1% of the outstanding
pool balance.  The largest exposure is the Synergy Business Park I
and II Portfolio Loans ($38.4 million - 5.9%) which consist of two
cross-collateralized and cross defaulted loans secured by eight
office buildings located in Brentwood (Nashville), Tennessee.  The
portfolio totals 491,800 square feet and has an overall occupancy
of 87.2%, compared to 93.4% at securitization.  Moody's LTV is
99.0%, compared to 93.4% at securitization.

The second largest conduit loan is the Embassy Suites Loan ($31.0
million - 3.5%), which is secured by a 372-room full service hotel
located in New Orleans, Louisiana.  The hotel's performance has
been impacted by a decline in revenue as well as increased
operating expenses including real estate taxes, insurance and
utilities.  The hotel's RevPAR for 2003 was $97.34, compared to
$102.00 at securitization.  Moody's LTV is 95.1%, compared to
82.2% at securitization.

The third largest conduit loan is the Links at Oklahoma City Loan
($22.8 million - 3.5%), which is secured by a 588-unit apartment
complex located in Oklahoma City, Oklahoma.  As of December 31,
2003 the property was 98.0% leased, compared to 95.0% at
securitization.  Moody's LTV is 78.4%, compared to 87.6% at
securitization.

The pool's collateral is a mix of:

   -- office (25.0%);
   -- multifamily (24.5%);
   -- retail (24.5%);
   -- hotel (12.2%);
   -- industrial and self storage (11.5%);
   -- U.S. Government Securities (1.2%); and
   -- CTL (1.1%).

The collateral properties are located in 27 states and the
Washington, D.C.  The highest state concentrations are:

   -- California (20.9%);
   -- Texas (18.7%);
   -- Tennessee (8.1%);
   -- Louisiana (5.9%); and
   -- Maryland (4.8%).

All of the loans are fixed rate.


GS MORTGAGE: Fitch Affirms Low-B Ratings on Six Cert. Classes
-------------------------------------------------------------
Fitch Ratings affirms GS Mortgage Securities Corporation II
commercial mortgage pass-through certificates, series 2003-C1, as
follows:

   -- $108.7 million class A-1 at 'AAA';
   -- $420.0 million class A-2A at 'AAA';
   -- $182.0 million class A-2B at 'AAA';
   -- Interest Only (I/O) class X-1 at 'AAA';
   -- I/O class X-2 at 'AAA';
   -- $676.8 million class A-3 at 'AAA';
   -- $54.4 million class B at 'AA';
   -- $16.1 million class C at 'AA-';
   -- $12.1 million class D at 'A+';
   -- $18.1 million class E at 'A';
   -- $12.1 million class F at 'A-';
   -- $20.1 million class G at 'BBB+';
   -- $12.1 million class H at 'BBB';
   -- $12.1 million class J at 'BBB-';
   -- $12.1 million class K at 'BB+';
   -- $8.1 million class L at 'BB';
   -- $6.0 million class M at 'BB-';
   -- $6.0 million class N at 'B+';
   -- $2.0 million class O at 'B'; and
   -- $4.0 million class P at 'B-'.

The $14.1 million class S is not rated by Fitch.

The affirmations are due to the stable pool performance and
scheduled amortization.  Since issuance, there have never been and
are currently no specially serviced or delinquent loans.  As of
the August 2004 distribution date, the pool's aggregate
certificate balance has decreased 0.9% to $1.60 billion from $1.61
billion at issuance.

The eight credit assessed loans (55.5% of the pool) remain
investment grade.  The debt service coverage ratio -- DSCR -- for
these loans are calculated using servicer-provided net operating
income less reserves, divided by the debt service payment, based
on the current balance using a Fitch-stressed refinance constant.

The building at 520 Madison Avenue (14.5%) is secured by a
1.0 million square foot (sf) class 'A' office building located in
the Plaza District submarket of Midtown Manhattan.  The loan
consists of an A-B note structure with a whole loan balance of
$280.0 million and an additional $52.0 mezzanine loan.  The B-note
($49.0 million) is held outside of the trust.  The building is
leased to several high-quality tenants, including Mitsubishi
International, Jeffries & Company, Metallgesellschaft, and Tishman
Speyer.  As of the May 2004 rent roll, the building was 98.1%
occupied, compared with 97.9% at issuance.  The Fitch-adjusted
DSCR as of year end 2003 was 1.62 times, compared with 1.63x at
issuance.

One North Wacker Drive (11.3%) is secured by a 1.3 million sf
class 'A' office building located in the West Loop submarket of
Chicago, Illinois.  The loan consists of an A-B note structure
with a whole loan balance of $225.0 million. The B-note ($45.0
million) is held outside of the trust.  As of the December 2003
rent roll, the building was 94.1% occupied, compared with 91.5% at
issuance.  The YE 2003 Fitch-adjusted NCF decreased approximately
28.3% since issuance.  The corresponding DSCR as of YE 2003 was
1.20x, compared with 1.66x at issuance.  The decline is attributed
to substantial increases in real estate taxes and insurance
expenses that were not recoverable until 2004.  In addition, three
tenants (29.3%) have lease provisions, which cap their recoveries
in real estate taxes to their base year, through Dec. 31, 2004.
Beginning in 2005, all expenses allocable to the current tenants,
including increases over the base year, will be recoverable.  In
the future, cash flow and DSCR are anticipated to be in line with
issuance.

Sunvalley Mall (8.5%) is secured by 1.0 million sf of a
1.5 million sf regional mall located in Concord, California.
Collateral for the loan consists of the 503,925 square feet of in-
line space, as well as J.C. Penney's, Macy's Men, and Mervyn's
anchor stores.  As of YE 2003, the Fitch-adjusted NCF was
$17.8 million, compared with $17.7 million at issuance.  The
corresponding DSCR as of YE 2003 was 1.58x, compared with 1.55x at
issuance.

The remaining five credit assessed loans have remained stable
since issuance.


GST TELECOM: Court Okays Settlement Pact with State of California
-----------------------------------------------------------------
On June 18, 2004, the U.S. Bankruptcy Court for the District of
Delaware approved a settlement between GST Telecommunications and
the State of California that resolves the State's claim for unpaid
taxes from the Company's sale of assets to Time Warner Telecom
Inc.  The Company paid $9,195,000 to the state in full settlement
of the tax claim.

The Company currently has approximately $36,000,000 in cash that
is to be distributed to creditors of the Company in accordance
with the Joint Plan of Liquidation.

On or about July 9, 2004, the Company made a fifth distribution to
unsecured creditors, in the amount of $20,000,000, pursuant to the
Plan.  This distribution is 2.72% of allowed unsecured claims,
making the total distribution to date to unsecured creditors'
$347,200,000, or 46.94% of their allowed claims.  After this
distribution the Company will have approximately $16,000,000 in
cash, held in various reserves. These reserves are recalculated
quarterly to determine the amount of distribution allowable under
the Plan.

Based in Vancouver, Wash., GST Telecommunications, Inc., and its
subsidiaries filed for chapter 11 protection on May 17, 2000
(Bankr. Del. Case No. 00-1982 (GMS)).  On December 3, 2001, the
Company filed its First Amended Joint Plan of Liquidation of GST
Telecom Inc., et al.  At a hearing before the Court on February
16, 2002, the Company announced that the Plan had been accepted by
all classes eligible to vote on the Plan.  The Plan was confirmed
on April 18, 2002, and declared effective on April 30, 2002.  
Steven M. Yoder, Esq., at The Bayard Firm, represents GST.  When
the company filed for chapter 11 protection, it disclosed
$489,161,008 in assets and $179,719,929 in debts.  


GERMANTOWN GROUP: List of 20 Largest Unsecured Creditors
--------------------------------------------------------
Germantown Group, Inc. released a list of its 20 Largest
Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Concrete Safety, LLC                       $283,671
9190 Old Route 22
Bethel, PA 19507

Re-Steel Supply                            $205,143

Lehigh Portland Cement                     $139,130

Patterson A.L.                              $83,352

Free State Steel                            $69,715

Stone Castle                                $62,320

Pierce Welding & Fab, Inc.                  $61,471

East Penn Welding, Inc.                     $56,315

Zenith Insurance Co.                        $55,336

Scheulen, Patchett & Edward                 $53,910

Architectural Polymers                      $52,471

Fort Miller Co.                             $49,625

Master Builders, Inc.                       $45,269

Elements Pigments                           $42,015

Ameristeel                                  $39,990

Marvin Group, Inc.                          $34,606

Pennsy Supply                               $34,299

Amcrete Products/Segali                     $33,424

Keystone Health Plan CTL                    $30,337

Morrison & Hecker                           $27,451

Headquartered in Bethel, Pennsylvania, Germantown Group, Inc. --
http://www.concretesafety.com/-- is a manufacturer of precast  
concrete products for highway and industrial use.  The Company
filed for chapter 11 protection (Bankr. E.D. Pa. Case No.
04-24185) on August 9, 2004. Robert L. Knupp, Esq., at Knupp,
Kodak & Imblum, P.C., represents the Company in its restructuring
efforts. When the Debtor filed for protection from its creditors,
it listed estimated debts and assets of over $1 million.


GLOBAL EXEC.: Fitch Puts BB+ Rating on Class E Preferred Shares
---------------------------------------------------------------
Fitch Ratings assigns ratings to Global Execution Auto Receivables
Securitization (GEARS) 2004-A as follows:

   -- Class A-IO fixed-payment asset-backed notes, 'F1+';

   -- $375,400,000 1.750% class A-1 asset-backed notes 'F1+';

   -- $105,000,000 floating-rate class A-P asset-backed notes
      'AAA';

   -- $521,700,000 2.470% class A-2 asset-backed notes 'AAA';

   -- $547,200,000 3.070% class A-3 asset-backed notes 'AAA';

   -- $305,700,000 3.550% class A-4 asset-backed notes 'AAA';

   -- $32,912,000 floating-rate class B-1 asset-backed notes 'AA';   

   -- 10,000,000 floating-rate class B-2 asset-backed notes 'AA';

   -- 28,954,000 floating-rate class C asset-backed notes 'A+';

   -- 45,500,000 floating-rate class D preferred shares 'BBB';

   -- 8,272,000 floating-rate class E preferred shares 'BB+'.

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

The ratings on the securities are based on:

   * the quality of the receivables;

   * initial credit enhancement for the class A notes of 8.25%
     (provided by 7.25% subordination and 1.00% fully funded
     reserve account);

   * availability of excess spread to fund the reserve account to
     its target level of 1.75% of the current collateral balance;

   * strength of the swap counterparty -- BANA -- and the terms of
     the swap agreements in the transaction; and

   * the transaction's sound legal and cash flow structure.

Each class A notes and class B-1 notes are denominated in U.S.
dollar, while the remainder of the securities are denominated in
Euros.  All class A notes (except for class A-P) bear fixed-
interest rates, and the rest of the bonds bear floating interest
rates.

Like most auto loans securitizations, risks to investors:

     (i) include poor asset performance;

    (ii) receivership/insolvency of the seller/servicer and
         manufacturers; and

   (iii) economic weakness.

Fitch is of the opinion that the quality of both the receivables
and the obligors, coupled with the available structural credit
enhancement, enable the noteholders and equityholders to receive
full payments of interest and principal in accordance with the
terms of the transaction documents.

Interest on the securities is distributed monthly, commencing
Sept. 15, 2004.  Principal is allocated on a modified pro rata
basis, starting with class A-IO notes, A-1 notes, and A-P notes.  
When class A-1 is paid in full (after approximately six months
under base case assumptions), the remaining class A, B, and C
notes amortize according to their pro rata share.  The preferred
shares receive capital distribution only after all classes of
notes are paid in full.  The payment priority can switch to
sequential if any of the following three events occur:

   (1) event of default;

   (2) breach of the cumulative net loss trigger; or

   (3) 10% clean-up call option is not exercised by the servicer.

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

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


HALLIBURTON: Obtains Final Judgment Against Smith International
---------------------------------------------------------------
A judge entered a final judgment on a patent infringement verdict
against Smith International, Inc. (NYSE:SII). The jury's verdict
in the matter was previously disclosed by the Company on June 25,
2004. The case is Cause No. 4:02CV269, Halliburton Energy
Services, Inc. v. Smith International, Inc. filed in the U.S.
District Court for the Eastern District of Texas, Sherman
Division.

As previously reported, a jury in federal district court in Tyler,
Texas, awarded Halliburton damages of $24 million. Because certain
of the infringements were found to be willful, the judge held a
hearing to determine the level of enhancement of the damages,
which could have been up to three times the amount found by the
jury. On August 13, 2004, the judge entered a final judgment for
$36 million, which is inclusive of the previously announced $24
million award, plus approximately $5 million of attorneys' fees
and prejudgment interest. The judge also entered an injunction in
the matter which prohibits the Company from future infringement of
the patent claims involved in the litigation.

The case involved the use of certain portions of the Company's
IDEAS(TM) software to design roller cone drill bits. The Company
does not believe that this judgment or the injunction will have a
material adverse effect on the design and sale of future drill
bits.

The Company continues to believe this decision is incorrect and
intends to vigorously pursue all options, including potential
settlement with Halliburton. Now that judgment has been entered by
the court, the Company will file all appropriate motions and, if
necessary, appeal the verdict. In the event of an unfavorable
outcome, the Company has adequate capacity under its existing
revolving credit facilities to fund any ultimate award.

Smith International, Inc. is a leading worldwide supplier of
premium products and services to the oil and gas exploration and
production industry, the petrochemical industry and other
industrial markets through its four principal business units - M-I
SWACO, Smith Technologies, Smith Services and Wilson.

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


HAYES LEMMERZ: Court Says No to Buy-Back Shareholder Counterclaims
------------------------------------------------------------------
On September 29, 2000, Neuberger Berman, LLC, on behalf of Lester  
Greenberg and forty-seven other former shareholders of the Hayes  
Lemmerz International, Inc. Debtors, entered into a stock purchase  
transaction -- a Buy-Back transaction -- with the Debtors wherein  
the Buy-Back Participants exchanged all of their shares of HLI  
common stock for cash.  From that point onward, the Buy-Back  
Participants had no further interest in the Debtors.

Under the Buy-Back, the Debtors repurchased from the Buy-Back  
participants 318,000 shares of its common stock at $12.50 per  
share for a total purchase price of $3,976,250.  This transaction  
was undertaken pursuant to a publicly announced buy-back program  
authorized by the HLI board in 2000.  On the date of the Buy-
Back, the Debtors' stock sold, in exchange trading, for between  
$10.75 and $11.06 per share.  It is customary for a large block  
of stock, like the one purchased by the Debtors, to sell for a  
premium over the stock market price.  The Buy-Back undertaken was  
in all respects an arm's-length transaction.

                     Court Denies Request

Judge Walrath denies Lester Greenberg's request with prejudice.
The Court bars Mr. Greenberg and the Buy-Back Participants from
asserting a counterclaim against the HLI Creditor Trust or its
trustee.  However, nothing in either the Plan or the Confirmation
Order prevents Mr. Greenberg and the Buy-Back Participants from
asserting defenses, including affirmative defenses, in the
Avoidance Action.

In the event that there is a judgment against Mr. Greenberg or
the Buy-Back Participants in the Avoidance Action and the parties
satisfy the judgment against them, Mr. Greenberg and the Buy-Back
Participants may assert a claim for the amount they paid against
the Chapter 11 estate of Old Hayes Lemmerz.  Any of the claims
will be prepetition claims subject to, and entitled to, the
treatment provided in the Plan.  (Hayes Lemmerz Bankruptcy News,
Issue No. 52; Bankruptcy Creditors' Service, Inc., 215/945-7000)


HI-RISE RECYCLING: Brings-In Hahn Loeser as Bankruptcy Counsel
--------------------------------------------------------------
Hi-Rise Recycling Companies, Inc., asks the U.S. Bankruptcy Court
for the Northern District of Ohio for permission to employ Hahn
Loeser & Parks LLP as its counsel.

The Debtor selected Hahn Loeser as its counsel because of the
firm's extensive experience and knowledge in business
reorganizations under chapter 11 of the Bankruptcy Code

The Debtors expect Hahn Loeser to:

    a) give the Debtor advice with respect to its powers and
       duties as debtor-in-possession in the continued operation
       of its businesses and the management of its properties;

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

    c) prepare on behalf of the Debtor all necessary motions,
       answers, orders, reports and other legal papers in
       connection with the administration of its estate herein;

    d) assist the Debtor in the sale of substantially all of its
       assets and prepare on behalf of Debtor all necessary
       agreements, motions, answers, orders, reports and other
       legal papers in connection with such sale;

    e) assist the Debtor in preparing for and filing one or more
       disclosure statements in accordance with Section 1125 of
       the Bankruptcy Code;

    f) assist the Debtor in preparing for and filing one or more
       plans of reorganization at earliest possible date;

    g) perform any and all other legal services for Debtor in
       connection with this case; and

    h) perform such legal services as the Debtor may request
       with respect to any matter, including, but not limited
       to, health care, corporate finance and governance,
       reimbursement, real estate, contracts, environmental,
       antitrust, labor and tax matters.

The current hourly rates of Hahn Loeser professionals who will be
involved in this case are:

             Professionals       Position    Hourly Rates
             -------------       --------    ------------  
             Lawrence E. Oscar   Partner        $425
             Warren Goldenberg   Partner         345
             Jeffrey W. Stilner  Associate       245
             Nancy A. Valentine  Associate       240
             Christopher B. Wick Associate       195
             Colleen M. Beitel   Paralegal       165
             Eileen J. Rooney    Paralegal       155
             Cheryl A. Sweeney   Paralegal        90

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

Headquartered in Wooster, Ohio, Hi-Rise Recycling, manufactures
and distributes industrial recycling and waste handling equipment
in North America.  The company filed for chapter 11 protection on
August 16, 2004 (Bankr. N.D. Oh. Case No. 04-64352).  When the
Debtor filed for protection, it listed more than $1 million in
estimated assets and more than $10 million in estimated debts.


HOME INTERIORS: Low Sales Volume Prompts S&P's Negative Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Home
Interiors & Gifts, Inc., to negative from stable.  At the same
time, Standard & Poor's affirmed its 'B' corporate credit and bank
loan ratings on the company, as well as its '2' bank loan recovery
rating and its 'CCC+' subordinated debt rating.

At June 30, 2004, Home Interiors & Gifts had about $322.5 million
in debt outstanding.

"The outlook revision reflects lower-than-expected sales volume
for the second quarter ended June 30, 2004," said Standard &
Poor's credit analyst Martin Kounitz.  "These lower sales volumes
reflect consumer retrenchment, the timing of Home Interiors'
incentive promotions, and the company's less experienced sales
force."

Carrollton, Texas-based Home Interiors sells decorative
accessories such as framed art, mirrors, and candles to more than
95,000 independent sales representatives.  Known as displayers,
these representatives resell the products using a party-plan
method.  The company's sales are vulnerable to:

   (1) changes in incentives for its sales personnel;

   (2) slight disruptions in the fulfillment of orders;

   (3) the training and experience level of the displayers; and

   (4) competition for the recruitment of experienced personnel.

Domestic sales for the second quarter ended June 30, 2004, were
down 16%, though this decline was offset somewhat by higher
international sales.   With lower sales volume, EBITDA declined
50% for the first half ended June 30, 2004.


HORIZON NATURAL: WL Ross Group Bids $786 Million & Wins Auction
---------------------------------------------------------------
Wilbur Ross's Newcoal LLC and Oldcoal LLC, in partnership with
A.T. Massey Coal Company, was the successful bidder at Horizon
Natural Resources Company's bankruptcy auction with a cash bid of
up to $304 million plus credit bidding of $482 million of second
lien notes, or a total of $786 million and the assumption of
liabilities. The transaction is subject to approval by the US
bankruptcy court in Lexington, KY, at a hearing scheduled for
August 31.

Scott Tepper, Chief Executive Officer of Horizon, said: "The
auction was a tremendous success for Horizon and all of its
constituents. By selling all of Horizon's operations in one
package, we were able to maximize value for all of our creditors
while preserving jobs for the vast majority of our employees."

Mr. Ross added: "We are pleased to turn our attention to the coal
business instead of the bankruptcy process and we look forward to
providing secure jobs for the hourly and salaried employees whose
livelihood has been at risk for the past 20 months."

As reported in the Troubled Company Reporter on June 17, 2004,
Horizon Natural Resources Company announced that the United States
Bankruptcy Court has approved procedures for soliciting competing
bids and conducting an auction for the sale of a substantial
portion of Horizon's assets in connection with its proposed
chapter 11 reorganization plan.  
  
Pursuant to the asset purchase agreement filed with the
Bankruptcy Court on June 2, 2004, Newcoal LLC, a company formed by
Wilbur L. Ross and four other investors who collectively own a
majority of Horizon's Second Tier Secured Notes, has agreed to
acquire a significant portion of the operating assets of Horizon.
The agreement includes a cash purchase price of up to $255
million, payment of up to $5 million of cure costs, a guarantee
that proceeds of at least $17 million will be collected for
certain accounts receivable and inventory that are not part of
the purchased assets, and the assumption of certain liabilities.   
Newcoal LLC was approved as the stalking horse bidder by the
Bankruptcy Court.  
  
If approved by the Bankruptcy Court as the highest and best
bidder after an auction, Mr. Ross will assume operational and
management control of Newcoal LLC. The five investors will
backstop an equity rights offering to all of Horizon's Second Tier
Noteholders, and upon consummation Mr. Ross will own at least 10%
of Newcoal LLC. His final ownership position will be determined by
the extent to which other holders subscribe.

Headquartered in Ashland, Kentucky, Horizon Natural Resources  
(f/k/a AEI Resources Holding, is one of the United States' largest  
producers of steam (bituminous) coal.  The Company filed for  
chapter 11 protection on February 28, 2002 (Bankr. E.D. Ky. Case  
No. 02-14261).  Ronald E Gold, Esq. represent the Debtors in their  
restructuring efforts. When the Company filed for protection from  
their creditors, they listed at least $100 million in total assets  
and $100 million in total debts.


HORIZON NATURAL: Massey Energy Buys Selected Subsidiaries' Assets
-----------------------------------------------------------------
Massey Energy Company (NYSE: MEE) agreed, at a Horizon Natural
Resources Company bankruptcy court auction, to purchase selected
assets associated with two Horizon subsidiaries, Starfire, located
in Perry County, Kentucky, and Cannelton, located in Kanawha
County, West Virginia. The Company agreed to pay approximately $10
million in cash, plus the assumption of related property
reclamation liabilities of between $30 and $45 million. The assets
acquired include an estimated 15 to 20 million tons of low sulfur
coal reserves, two preparation plants, a barge loading facility,
related infrastructure and selected mining equipment.

"We are very pleased to have the opportunity to acquire these
valuable properties that complement Massey's other Central
Appalachian holdings," said Don L. Blankenship, Massey Chairman
and CEO. "The Starfire assets are an excellent addition to our
Kentucky reserve base and the Cannelton assets provide direct
access to river transportation," said Mr. Blankenship.

Closing on the transaction is expected to occur prior to December
31, 2004.

Massey Energy Company, headquartered in Richmond, Virginia, is the
fourth largest coal company in the United States based on produced
coal revenue.

Headquartered in Ashland, Kentucky, Horizon Natural Resources  
(f/k/a AEI Resources Holding, is one of the United States' largest  
producers of steam (bituminous) coal.  The Company filed for  
chapter 11 protection on February 28, 2002 (Bankr. E.D. Ky. Case  
No. 02-14261).  Ronald E Gold, Esq. represent the Debtors in their  
restructuring efforts. When the Company filed for protection from  
their creditors, they listed at least $100 million in total assets  
and $100 million in total debts.


HUMANITEES INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Humanitees, Inc.
        400 Columbus Avenue
        Valhalla, New York 10595

Bankruptcy Case No.: 04-23284

Type of Business: The Debtor is a product fundraising company
                  targeting primarily the educational market.
                  See http://www.humanitees.com/

Chapter 11 Petition Date: August 17, 2004

Court: Southern District of New York (White Plains)

Judge: Adlai S. Hardin Jr.

Debtor's Counsel: Arlene Gordon Oliver, Esq.
                  Rattet & Pasternak, LLP
                  550 Mamaroneck Avenue
                  Suite 510
                  Harrison, New York 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                              Claim Amount
------                                              ------------
Donihe Graphics                                          $88,850

New Buffalo Shirt Factory, Inc.                          $58,894

Four Hundred Columbus Avenue (Diamond Properties)        $55,832

Paratus Capital                                          $30,000

Americraft Carton, Inc.                                  $28,487

Tri-State Envelope                                       $24,362

Brumlow Mills, Inc.                                      $15,120

Premier Group                                            $14,708

Nextiraone, LLC                                          $12,026

Berwick Offray, LLC                                      $10,933

Foley, Hoag & Elliot                                     $10,912

Attract Capital                                           $8,000

World End Imports                                         $7,693

BDO Seidman                                               $7,600

Xerox Corporation                                         $6,779

Estes                                                     $6,779

United Parcel Service                                     $6,408

Bridgecom International, Inc.                             $6,266

Monster, Inc.                                             $6,015

Purpaula Productions                                      $6,000


IMPAC MEDICAL: Deloitte Resigns & Quarterly Financials are Delayed
------------------------------------------------------------------
IMPAC Medical Systems, Inc. (Nasdaq: IMPC) received notice from
the Company's independent auditor, Deloitte & Touche LLP, that it
had resigned due to a disagreement with management concerning its
application of Statement of Position 97-2, "Software Revenue
Recognition," with respect to the timing of its recognition of
certain revenues in its restated financial statements for the
fiscal years ended September 30, 2001 through 2003 filed in
April 2004.

This disagreement arose during the review of the fiscal 2004 third
quarter results, and consequently, Deloitte was unable to complete
the quarterly review. As a result, the Company has delayed the
filing of its Form 10-Q for the quarter ended June 30, 2004. The
Company intends to engage other auditors to perform the third
quarter review as soon as possible in order to file the Form 10-Q
for the quarter ended June 30, 2004.

As reflected in the restatement, the Company relied on the
principle of constructive cancellation in determining the period
for revenue recognition with respect to approximately 40 sales
agreements wherein products aggregating less than 10% of the
stated sales price of the contracts had not been in fact delivered
and the Company believed would never be delivered. Deloitte
indicated that it had not been provided sufficient evidence to
support the Company's approach. The Company's former independent
auditors, PwC, continue to stand behind management's application
of SOP 97-2 during the restatement.

The total of approximately $6.7 million of previously reported
revenue that would be deferred in the event of a restatement would
be recognized in a future period when there is additional
documentation that the contract has been completed. The Company
notes that it has been fully paid for the $6.7 million of revenue
in question and it believes its customers are using the related
products which were delivered and installed in all circumstances
more than eighteen months ago and in some cases, more than three
years ago. IMPAC's reported cash flow is not impacted by this
issue.

      Preliminary Results for Third Quarter of Fiscal 2004

A review of the Company's preliminary results for the third
quarter of fiscal 2004 has not been completed; therefore, the
following results may differ from what the Company files in its
Form 10-Q for the quarter ended June 30, 2004. Third Quarter
Summary Results:

   -- Net sales increased 21.3% to $18.7 million in the third
      quarter of fiscal 2004 compared to $15.4 million for the
      same period in fiscal 2003.

   -- Backlog increased 47.6% to $76.3 million in the third
      quarter of fiscal 2004 compared to $51.7 million for the
      same period in fiscal 2003 and decreased 5.2%, or $4.2
      million, compared to the second quarter of fiscal 2004.

   -- Amortization expense increased to $581,000 in the third
      quarter of fiscal 2004 compared to $70,000 for the same
      period in fiscal 2003 as a result of our recent acquisition.

   -- Operating income decreased 31.2% to $2.0 million in the
      third quarter of fiscal 2004 compared to $2.9 million for
      the same period in fiscal 2003.

                  Year-To-Date Summary Results

   -- Net sales increased 23.6% to $48.7 million in the first
      nine months of fiscal 2004 compared to $39.3 million for the
      same period in fiscal 2003.

   -- Amortization expense and the acquisition related in-process
      research and development write-off increased to $1.8 million
      in the first nine months of fiscal 2004 compared to $275,000
      for the same period in fiscal 2003.

   -- Operating income decreased 31.7% to $3.1 million in the
      first nine months of fiscal 2004 compared to $5.3 million
      for the same period in fiscal 2003.

   -- Net cash flow from operating activities decreased 53.2% to
      $2.9 million in the first nine months of fiscal 2004
      compared to $6.2 million for the same period in fiscal 2003.

The third quarter of fiscal 2004 implementations of the Company's
core oncology software license revenue improved over levels in the
second quarter of fiscal 2004, and the recently acquired pathology
and cancer registry product lines contributed $2.5 million to net
sales during the period.

Total cash, cash equivalents and available for sale securities
grew 5.1% to $47.5 million at June 30, 2004 compared to $45.2
million at March 31, 2004. In addition, the total backlog on June
30, 2004 amounted to $76.3 million compared to $51.7 million a
year ago, a 47.6% increase. Uninstalled software license revenue,
comprised of customer deposits and unearned revenue, for our
oncology and pathology systems contributed $10.2 million of the
total increase. Other deferred revenue, comprised of maintenance
and support contracts and annual licenses, contributed $10.3
million of the total increase. Deferred software license revenue
contributed the remaining $4.1 million of the total increase. When
compared to March 31, 2004, the total backlog decreased 5.2% from
$80.5 million.

Bookings in the Company's domestic oncology point-of-care business
continued the weakness demonstrated over the last several
quarters. Several factors, including reimbursement concerns, next
generation device introductions by third parties which the Company
integrates with its electronic medical record systems, and pricing
pressure from bundled deals continue to cause uncertainty in the
marketplace and introduce delays in the purchasing cycle. The
impact of the Company's booking trends over the past few quarters
is expected to cause the invoicing for domestic oncology point-of-
care software licenses to be relatively flat for fiscal 2004 as
compared to fiscal 2003 and is expected to affect the related
operating cash flows over the next several quarters. The Company
believes that its software licensing revenue will be roughly
comparable to fiscal 2003, excluding revenue associated with our
recent product line acquisitions. Preliminary year to date
revenues as of June 30, 2004, excluding the product lines acquired
in December 2003, have increased approximately 12% over the same
period in fiscal 2003 largely due to revenues from maintenance and
services. The acquired product lines have contributed the
remaining approximately 11% growth to the preliminary revenue
estimate over the same period in fiscal 2003. To reduce the impact
on cash flows, the Company has adjusted spending plans by
significantly reducing new and replacement hiring and by reducing
discretionary expenses to be more consistent with current market
conditions.

               Consequences of Delayed 10-Q Filing

The Company intends to file its Form 10-Q for the quarter ended
June 30, 2004 as soon as possible. However, the Company's ability
to finalize its financial statements for the third quarter and
file its Form 10-Q will depend to a large extent on its ability to
engage a new independent auditor to perform the fiscal 2004 third
quarter review. If the Company is unable to file its Form 10-Q by
August 23, 2004 it expects that it will receive a notice from
Nasdaq that the Company's securities are subject to delisting. In
that case, the Company intends to request continued listing of its
securities until it is able to file the Form 10-Q, but there can
be no assurance that Nasdaq will grant a request for continued
listing.

                  About IMPAC Medical Systems, Inc.

IMPAC Medical Systems, Inc. is a leading provider of specialized
IT solutions that streamline both clinical and business operations
to help improve the process of delivering quality patient care.
With open integration to multiple healthcare data and imaging
systems, IMPAC offers a comprehensive IT solution that includes
specialized electronic charting, full-featured practice
management, clinical laboratory management, and outcomes
reporting. Supporting over 1,700 installations worldwide, IMPAC
delivers practical solutions that deliver better overall
communication, process efficiency and quality patient care. For
more information about IMPAC Medical Systems' products and
services, please call 650-623-8800 or visit http://www.impac.com/  


INTEGRATED ELEC'L: S&P Cuts Bank Loan Rating to BB- & Debt to B
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured bank loan ratings on Houston, Texas-based
Integrated Electrical Services, Inc., to 'BB-' from 'BB', and its
subordinated debt rating to 'B' from 'B+'.

The ratings remain on CreditWatch with negative implications,
where they were placed on June 23, 2004.

"We are maintaining the CreditWatch listing because the company
recently announced that it will not be able to file its June 30
fiscal third quarter 10-Q on time and that it has withdrawn its
earnings expectations for fiscal 2004," said Standard & Poor's
credit analyst Heather Henyon.  "As a result, it is unlikely that
Integrated Electrical will be able to meet our prior expectations
of funds from operations to total debt of around 20% or total debt
to EBITDA in the 3x-3.5x range for several quarters.  Furthermore,
the delay in filing could cause a default under the company's debt
agreements."

An internal investigation has uncovered internal control and
financial reporting issues at two subsidiaries on a couple of
complex projects.  Integrated Electrical' external auditors will
do further testing to see if these issues were isolated incidents
or if there is a systemic problem, which could have an adverse
effect on the credit profile.

Standard & Poor's will meet with management to discuss the
controls, organizational reporting lines, policies and training
that Integrated Electrical is putting in place to improve its
accounting and reporting procedures.  In addition, Standard &
Poor's will review any potential amendment or waiver needed by
Integrated Electrical, as well as the company's prospects in the
near to intermediate term.


INTELSAT: Moody's Cuts Ratings Three Notches to Ba3 from Baa3
-------------------------------------------------------------
Moody's Investors Service downgraded Intelsat, Ltd's senior
unsecured notes to Ba3 from Baa3 and its short term rating to Not
Prime (NP) from P-3 after the company announced a definitive
agreement to merge with Zeus Holdings, Ltd., a subsidiary of a
consortium of private equity firms, for approximately $3 billion,
or $18.75 per share.  At the same time, Moody's has assigned
Intelsat a Ba3 senior implied rating.

Moody's is downgrading these Intelsat ratings:

   -- Senior Unsecured Notes to Ba3 from Baa3;

   -- Unsecured Issuer Rating to Ba3 from Baa3; and

   -- Short term rating to Not Prime from P-3.

Moody's has assigned these ratings for Intelsat:

   -- Senior Implied Ba3

All ratings (except short term Not Prime) remain on review for
possible downgrade.

The downgrade of Intelsat's senior unsecured ratings to Ba3
reflects Moody's expectations that Intelsat's leverage will
increase significantly as a result of the announced transaction
with Zeus.  Moody's also believes that new debt is likely to be
either secured or structurally senior to Intelsat's existing
$2.1 billion of senior unsecured notes whose indentures afford
only modest covenant protection.  Intelsat's Ba3 ratings
additionally reflect Moody's concerns that Intelsat is leveraging
its capital structure at a time when the company's core fixed
satellite service telephony business is struggling.  Moody's notes
that the company is still in the process of integrating recently
acquired Americas (Loral) satellites and will closely monitor the
performance of these assets.

The review for possible further downgrade of Intelsat's senior
unsecured debt will focus on:

   1) the amount of debt relative to equity in Intelsat's capital
      structure upon the closing of this transaction;

   2) implications of this transaction for the priority ranking of
      existing senior unsecured notes;

   3) terms and conditions of the new debt, particularly with
      regard to legal structure and seniority; and

   4) trends in Intelsat's operating performance and their impact
      on the company's credit metrics.

Zeus, a consortium of funds advised by Apax Partners, Apollo
Management, Madison Dearborn Partners, and Permira, has entered
into a definitive agreement to purchase Intelsat for approximately
$5 billion, including the assumption of around $2 billion in
existing Intelsat debt.  Intelsat's indentures allow the company
or its subsidiaries to secure debt up to 15% of consolidated net
tangible assets without having to provide ratable security to the
existing senior unsecured debt.  Moody's believes Zeus may secure
debt up to this amount and may likewise issue new debt that is
structurally senior to the company's existing senior notes.
Therefore, the rating of Intelsat's existing senior unsecured
notes could fall several additional notches should the transaction
result in a significant level of structural subordination.  The
transaction is subject to shareholder and regulatory approval.

Intelsat, headquartered in Bermuda, owns and operates a global
communication satellite system that provides capacity for voice,
video, networks services, and the Internet in more than 200
countries and territories.


KEY ENERGY: S&P Keeps Single-B Credit Rating on CreditWatch
-----------------------------------------------------------
Standard & Poor's Ratings Services' 'B' corporate credit rating on
Key Energy Services Inc. remains on CreditWatch with developing
implications.

Midland, Texas-based Key had about $485 million of total debt
outstanding as of June 30, 2004.

The CreditWatch update follows the company's recent announcement
that it is seeking extensions from its senior bank lenders to file
restatements of its 2003 and 2004 financial results because it
will miss the Sept. 30 deadline.

"The CreditWatch with developing implications addresses the
conflicting potential resolutions of the company's current
situation," said Standard & Poor's credit analyst Brian Janiak.  
"Failure to receive waivers and extensions on its $175 million
credit facility would cause the company to be in default."

"Conversely, the likelihood of Key receiving consent waivers from
its senior secured lenders would provide the company with more
time to resolve its financial predicament, and the timely
completion of the 10-K filing would likely result in higher
ratings," continued Mr. Janiak.

Standard & Poor's is also concerned about the SEC's investigation
of the company's South Texas operations.

Resolution of the CreditWatch is dependent on Key filing its 10-K,
the completion of the SEC investigation, and the demonstration of
sound performance by the firm's new management team.


KMART CORP: Lays Off 250 Workers at Corporate Headquarters
----------------------------------------------------------
Kmart Holding Corporation initiated a corporate cost reduction
program in August 2004, and in connection with this program,
eliminated approximately 250 positions at its corporate
headquarters in Troy, Michigan.  

According to Kmart President and Chief Executive Officer Julian
C. Day, severance benefits, outplacement services and continuing
health insurance benefits, which amounts are based on employees'
years of service and job grade, aggregating $6 million will be
paid to affected employees primarily over the next six months.  
The anticipated annual savings of this action is $18 million on a
pre-tax basis.  "We are also continuing efforts to reduce other
corporate non-payroll expenses."

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- is the  
nation's  second largest discount retailer and the third largest
merchandise retailer. Kmart Corporation currently operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No. 02-
02474).  Kmart emerged from chapter 11 protection on May 6, 2003.  
John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  (Kmart Bankruptcy News, Issue No. 79; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LEHMAN BROTHERS: Fitch Affirms Seven Low-B Classes & Junks One
--------------------------------------------------------------
Fitch upgrades Lehman Brothers Floating-Rate Commercial Mortgage
pass-through certificates, series 2000-LLF C7, as follows:

   -- $19.7 million class K to 'AA' from 'BBB'.

These classes are affirmed:

   -- Interest-only class X-2 at 'AAA';
   -- $46.9 million class L at 'BB+'
   -- $25.2 million class M at 'B+'
   -- $3.6 million class N at 'B+';
   -- $3.6 million class P at 'B';
   -- $1.8 million class Q at 'B-';
   -- $1.8 million class S at 'B-'
   -- $1.4 million class T at 'B-';
   -- $1.4 million class U at 'CCC'.

Classes J-BO, K-BO, L-BO, J-CW, K-CW, L-CW, L-BL, and V are not
rated by Fitch.  BO classes relate to the Boykin Hotel Portfolio
loan.

These classes have been repaid in full: A, X-1, B, C, D, E, F, G,
H, and J.

The upgrade is due to the increased credit enhancement to the
class as a result of the repayment of five loans since the last
review.  As of the August 2004 distribution, the total principal
balance has been paid down by 92.4% since issuance.  However,
Fitch is concerned with the performance of the two remaining
floating-rate loans.  If performance of these loans continues to
deteriorate, Fitch may downgrade the lower rated classes.

The Boykin loan (62.9%) is collateralized by six full-
service/limited service hotels.  The net cash flow -- NCF -- for
the trailing 12 months -- TTM -- ended April 30, 2004 for
comparable hotels declined 27.4% since last year.  The current
Fitch DSCR was 1.02 times (x), compared with 1.37x for TTM April
30, 2003 and 1.65x at issuance.  The TTM May 2004 revenue per
available room -- RevPAR -- declined 5.0% from TTM May 2003.  
During the past 12 months, the borrower spent approximately
$12 million on renovations, in conjunction with a flag change to
the Berkeley, California hotel, one of the three largest in the
portfolio.  Rooms and meeting space were off-line during the
renovation, contributing to the reason for the decline in
performance since the last review.

The Francisco Bay Office loan (37.1%) is collateralized by two
office buildings and is currently 35% occupied as of July 19,
2004.  The DSCR is below 1.0x.  An affiliate of Lehman Brothers
acquired the property and assumed the loan in October 2003. The
market vacancy for the San Francisco CBD is 16.7% as of first-
quarter 2004, reflecting some positive absorption since last year.  
The borrower is actively marketing the property to both office and
retail users.  The property is expected to benefit from a large
mixed-use development located across the street.

The trust comprises two A note portions of whole loans.  Of the
companion B notes, one is held outside of the trust while one is
held as stand-alone classes inside the trust.  All percentages
presented in this release are based on the balances of the A-notes
that were contributed to the pool.

Fitch will continue to monitor this transaction, as surveillance
is ongoing.


MID-STATE RACEWAY: U.S. Trustee Meets Creditors on September 20
---------------------------------------------------------------
The United States Trustee for Region 2 will convene a meeting of
Mid-State Raceway, Inc.'s creditors at 10:00 a.m., on Sept. 20,
2004 in Room 106 of the Alexander Pirnie Federal Building located
at 10 Broad Street in Utica, New York.  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 Vernon, New York, Mid-State Raceway --
http://www.vernondowns.com/-- operates a racetrack, restaurant  
and gaming resort.  The Company filed for chapter 11 protection on
August 11, 2004 (Bankr. N.D. N.Y. Case No. 04-65746).  Lee E.
Woodard, Esq., at Harris Beach LLP, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection, it
listed $10 to $50 million of estimated debts but did not disclose
its assets.


MIRANT CORP: Examiner Sets Status Conference Dates & Procedures
---------------------------------------------------------------
Judge Lynn of the U.S. Bankruptcy Court for the Northern District
of Texas concluded that it is necessary and appropriate to expand
the role of the Examiner in Mirant Corp.'s on-going chapter 11
restructuring proceeding.

The Court instructs the Examiner to file reports by the 10th day
of every other month, beginning October 10, 2004, and at other
times he deems necessary.  

Judge Lynn makes it clear that the Examiner may not assume or
exercise any authority over the Debtors' operations.

Mirant Examiner William K. Snyder establishes these status  
conference procedures to facilitate ongoing communications among  
the various constituencies and further aid the efficient  
administration of these cases:

   0. The Examiner convened an initial status conference with core
      parties-in-interest on August 10, 2004;

   1. Future status conferences will be held on:

      * September 7, 2004;
      * October 5, 2004;
      * November 9, 2004; and
      * December 7, 2004.

      Additional dates for 2005 will be scheduled by the  
      Examiner on further notice;

   2. Each status conference will commence at 3:00 p.m. (Central  
      time) at the offices of Gardere Wynne Sewell, LLP, counsel
      to the Examiner, at 1601 Elm Street, 30th Floor, Dallas,
      Texas 75201;

   3. The legal representatives of any party-in-interest in  
      these Chapter 11 cases -- including the Debtors, the  
      official committees, or any creditors, equity security
      holders or any indenture trustees -- may attend the  
      Examiner's status conferences.  In addition, the Chief  
      Restructuring Officer of the Debtors and the Chair of the
      Fee Review Committee will be permitted to attend the  
      Examiner's status conferences.  Status conferences will be
      limited to Permitted Parties only;

   4. For planning purposes, those Permitted Parties wishing to
      attend the Examiner's status conferences must inform the  
      Examiner of their desire to attend by contacting:

            Kristi Williams
            Tel.: (214) 999-4963  
            e-mail: kwilliams@gardere.com  

      no later than the Friday immediately preceding the  
      scheduled status conference;

   5. Dean Nancy Rapoport, Chair of the Fee Review Committee,
      and representatives from the Debtors, the U.S. Trustee's
      office and each of the Committees in these cases will be
      presumed to attend each Examiner's status conference, and
      need not advise the Examiner in advance of their  
      attendance;

   6. Telephonic participation in the status conferences will
      not be permitted, with the sole exception of Dean  
      Rapoport, who will be permitted to appear in person, by  
      telephone or by proxy;

   7. On the Thursday preceding each status conference, the  
      Examiner will circulate an agenda to those Permitted  
      Parties who attended the prior status conference and will
      file it with the Court.  As a general format, the Examiner
      anticipates that five topics will be covered at each
      status conference:

      (a) business update from the Debtors, including status of
          cash, collateral posted for hedging transactions, and
          budget-to-actual performance;

      (b) update from the Fee Review Committee on status of  
          professional fees and related issues;

      (c) major litigation or contested matters;

      (d) select issues identified by the Examiner; and

      (e) other issues or topics submitted to counsel for  
          Examiner in writing no later than the Wednesday  
          preceding the Examiner's status conference;

   8. Permitted Parties in attendance are expected to be  
      informed of the topics on the agenda and prepared to  
      participate in a meaningful fashion; and

   9. The status conferences will be recorded by the Examiner.   
      However, no copies or transcripts will be provided to any  
      party, including the Court, absent a Court order.

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: CARE Wants Automatic Stay Clarified for FERC Refund
----------------------------------------------------------------
Californians for Renewable Energy asks the Court to clarify that  
the automatic stay does not bar its pending "Motion to Revoke  
Market-Based Rates and to Order Complete Refunds Retroactive to  
Date of Insurance of Orders Granting Authority to Sell at Market-
Based Rates" filed in the Federal Energy Regulatory Commission's  
refund proceeding.

Stephan C. Volker, Esq., in Oakland, California, relates that in  
the refund proceeding, the FERC is attempting to determine the  
amount of refunds due to various California parties for improper  
activities by energy companies, including the Debtors, during the  
recent California energy crisis.  On July 25, 2004, Mirant  
informed CARE that its FERC Rate Refund Motion violated the  
automatic stay.

CARE does not wish to violate the Court's Order directing parties  
to comply with Sections 362 and 525 of the Bankruptcy Code.   
However, CARE does not believe that the stay limits in any way  
its participation in the FERC proceeding.  The FERC proceeding is  
protected by the governmental regulatory exemption under Section  
362(b)(4).

Mr. Volker notes that there is no authority permitting Mirant to  
thrust the Court into an exempt regulatory proceeding to police  
the filings of individual participants.  In fact, Mr. Volker  
notes that settled law confirms the broad authority of  
administrative entities to exercise their police or regulatory  
power without interference from the bankruptcy courts.

Mirant may argue in the alternative that CARE's Rate Refund  
Motion seeks a remedy outside the FERC proceedings.  Mr. Volker  
contends that this contention also fails.  CARE seeks on order  
from the FERC, not from a court.  CARE's FERC Motion is a vital  
part of an ongoing debate among the participants in the FERC's  
regulatory proceeding regarding the scope and timing of the  
refunds the FERC will order.

In effect, Mirant is asking for unjustified bankruptcy protection  
in hopes of silencing one side of the refund debate.  "The  
exemption for governmental regulatory proceedings should not be  
brushed aside in the cavalier manner urged by Mirant," M. Volker  
remarks.  "If Mirant's tactics were allowed, bankruptcy judges  
would be forced to scrutinize complex administrative proceedings  
involving hundreds of parties to adjudge the propriety of  
literally thousands of motions by participants."  This  
cumbersome, invasive and disruptive procedure would defy FERC'S  
clear statutory authority to regulate.

If the Court determines that its FERC Motion is not exempt from  
the bankruptcy stay, CARE asks the Court to lift the automatic  
stay for cause.

Mr. Volker argues that the stay should be lifted because:

   (1) CARE is a participant in a complex and comprehensive FERC
       proceeding that seeks to resolve the multitude of claims
       arising out of the California energy crisis;

   (2) the complexity of issues involved in the FERC proceeding  
       demonstrates that the best forum to hear CARE's Motion is
       the FERC proceeding;

   (3) one of the principal purpose of the FERC proceeding is to
       consolidate and resolve in one proceeding all creditors'  
       claims stemming from the California energy crisis.   
       CARE's Motion is a key part of that process.  Thus, it  
       should not be stayed, lest FERC's regulatory process be  
       fundamentally disrupted;

   (4) the FERC, Mirant, CARE and all of the other participants  
       in the FERC proceeding are currently actively  
       participating in it; and

   (5) to silence CARE's side of the rebate debate at the FERC,  
       through the improper use of the automatic stay provision,  
       would violate due process.

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: Wants Open-Ended Time to Make Lease-Related Decisions
-------------------------------------------------------------
Pursuant to Section 365(d)(4) of the Bankruptcy Code, Mirant Corp.
and its debtor-affiliates ask the Court to extend their time to
assume or reject 15 unexpired non-residential real property
leases, excluding the MirMA Leases, until the date a plan of
reorganization is confirmed in the energy company's cases.  

Michelle C. Campbell, Esq., at White & Case, LLP, in Miami,
Florida, relates that with the aid of their professionals, the
Debtors are engaged in an analysis of all of their operations,
including with respect to the Leases.  To ensure consistency in
this process, the Debtors appointed a dedicated team of personnel
and professionals, commonly referred to as the "contract
assessment" team, to examine and make strategic decisions
concerning the disposition of the Leases and the Debtors'
executory contracts.  Indeed, the Debtors have made and
implemented decisions with respect to a number of the Leases.

Ms. Campbell notes that the Debtors have already rejected real
property leases with these Lessors:

    (a) Silver Care LLC,

    (b) Koin Center Limited Partnership by KCP-Dreyfus
        Corporation,

    (c) Trizec Allen Center Limited Partnership,

    (d) Rotunda Partners & California Dental Association,

    (e) Pericen Limited Partnership,

    (f) 400 Rella Realty Associates LLC,

    (g) EON Properties LLC,

    (h) Southfield Industrial III, LP, and

    (i) 901 F Street Venture LLC.

Moreover, the Debtors have assumed an amended real property lease
for their corporate headquarters, situated at 1155 Perimeter
Center West in Atlanta, Georgia, based on the maximum financial
flexibility and immediate economic benefit provided by the
amended terms.

"The importance of nonresidential real property leases to a
Chapter 11 case is a key factor justifying an extension of time
within which to assume or reject such leases," Ms. Campbell
remarks.  In these cases, the Leases are at the heart of the
Debtors' operations, the production and sale of electricity and
electrical capacity.  Without the Leases, the Debtors could not
operate their businesses, the Debtors' reorganization efforts
would cease, and the going-concern value of the assets would be
lost.  In addition, Ms. Campbell points out that the Debtors and
their creditors could suffer severe harm if the Debtors are
forced to prematurely assume or reject the Leases.

The Debtors believe, based on a preliminary analysis, that most
of the Leases are of value to their estates and that value is
largely intertwined with the plan of reorganization process.
Premature rejection of some or all of the Leases at this stage
would forfeit that potential value.  Furthermore, a rejection
could leave the Debtors with significant damage claims related to
the rejection of the Leases.

The Debtors are cognizant of the Court's previously stated
concern regarding the assumption of contracts with extended terms
that represent a significant ongoing expense.  Since the Debtors
are engaged in an industry that is subject to rapid fundamental
changes, the Court's concerns are particularly accurate.

"Both the template of a plan of reorganization for the Debtors
and the contribution, or lack thereof, of any individual Lease
have yet to be determined," Ms. Campbell says.  "Premature
assumption of the Lease could prematurely dictate the
architecture of a plan of reorganization."  Thus, the Debtors'
flexibility in developing a plan of reorganization would be
greatly impaired if the Debtors were prematurely compelled to
make a decision as to the assumption or rejection of the Leases.

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


MIRAVANT MEDICAL: Gets Positive Clinical Results for SnET2
----------------------------------------------------------
Miravant Medical Technologies (OTCBB:MRVT), a pharmaceutical
development company specializing in PhotoPointr photodynamic
therapy (PDT), reported that proprietary drug SnET2 provided a
visual acuity benefit in macular degeneration patients with occult
lesions, as observed in phase III clinical trials of patients with
wet age-related macular degeneration. The clinical results were
presented by Edgar L. Thomas, M.D., Los Angeles, at the American
Society of Retinal Specialists meeting, San Diego. The U.S. Food
and Drug Administration is currently reviewing Miravant's New Drug
Application for SnET2, under a Priority Review designation.

Dr. Thomas said, "We conducted subgroup analyses of the phase III
clinical data by lesion composition. In both mixed (classic and
occult) lesions and pure occult lesions, we observed a positive
treatment response in SnET2-treated patients versus placebo
patients. This vision benefit was statistically significant for
patients with both predominantly occult and pure occult AMD
lesions. The results are encouraging and show that SnET2 may have
an effect in occult membranes as well as classic."

Also at ASRS, Baruch Kuppermann, M.D., University of California,
Irvine, presented the visual acuity efficacy results of the phase
III clinical trials, concluding that SnET2-PDT SnET2 significantly
reduced the risk of vision loss in drug-treated AMD patients
versus placebo patients consistently over a two-year follow-up.
The average number of treatments was 2.8 per patient, with 85%
occurring during the first 9 months, suggesting a shorter
treatment regimen is beneficial in most patients.

Ronald P. Danis, M.D., University of Wisconsin Fundus Photography
Reading Center, Madison, presented angiographic outcomes that
showed SnET2-PDT reduced the growth of fluorescein leakage,
subretinal fluid, choroidal neovascularization and total lesion
area relative to placebo at all time points during the two-year
studies. Vessel leakage and fluid accumulation are considered to
be indicative of disease activity in patients with macular
degeneration, and these angiographic assessments support the
positive visual acuity outcome.

Carl Regillo, M.D., Wills Eye Hospital, Philadelphia PA, presented
safety results of the phase III clinical trials, which
demonstrated that the SnET2 treatments were well tolerated in the
elderly study population with a very low overall incidence of
treatment-related adverse events.

                     Phase III Clinical Trials

The clinical data are derived from two randomized, placebo-
controlled, parallel group phase III studies conducted at 60 U.S.
ophthalmology centers of patients with CNV associated with wet
AMD. Patients were followed for two years and evaluated for re-
treatment every 13 weeks. Two drug doses were tested, and 0.5mg
SnET2/kg was determined to be the more efficacious. The Per
Protocol study population received the minimum exposure to the 0.5
mg SnET2/kg treatment regimen pre-specified in the clinical
protocol and is the basis of the Company's NDA submission.

                           Wet AMD

Wet AMD is a vision-threatening disorder characterized by the
growth of abnormal blood vessels (subfoveal choroidal
neovascularization, or CNV) at the back of the eye. CNV lesions
leak fluid and blood that can lead to severe loss of central
vision. SnET2-PDT uses a light-activated drug designed to
selectively destroy the abnormal blood vessels and stabilize
vision loss. Based on the proposed labeling in the NDA submission,
if approved, SnET2 could potentially be the first drug approved
for the entire range of classic AMD lesions, both predominantly
and minimally classic, with or without occult component. It is
estimated that over the next five years, 1.35 million people
within the U.S. will develop wet AMD, with similar numbers outside
the U.S.

                        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: Committee Taps Duane Morris as Local Counsel
--------------------------------------------------------------
The Official Unsecured Creditors Committee appointed in Mooney
Aerospace Group, Ltd.'s chapter 11 case asks the U.S. Bankruptcy
Court for the District of Delaware for permission to hire Duane
Morris LLP as its local attorneys.

Duane Morris is expected to:

    a) assist, advise and represent the Committee in its
       consultation with the Debtor relative to the
       administration of this case;

    b) assist, advise and represent the Committee in analyzing
       the Debtor's assets and liabilities and investigate the
       extent and validity of liens;

    c) attend meetings and negotiate with the representatives of
       the Debtor and secured creditors;

    d) assist and advise the Committee in its examination and
       analysis of the conduct of the Debtor's affairs;

    e) assist the Committee in the review, analysis and
       negotiation of any  plan of reorganization and the
       disclosure statement accompanying the plan.

    f) assist the Committee in the review, analysis and
       negotiation of any financing or funding agreements;

    g) take all the necessary action to protect and preserve the
       interest of the Committee, including, without limitation,
       the prosecution of actions on its behalf, negotiations
       concerning all litigation in which the Debtor is
       involved, and review and analyze all claims filed against
       the Debtor's estate;

    h) prepare on behalf of the Committee all necessary motions,
       applications, answers, orders, reports and papers in
       support of positions taken by the Committee;

    i) appear, when appropriate, before the Delaware Bankruptcy
       Court, the Appellate Courts and other Courts in which
       matters may be heard and to protect the interests of the
       Committee before the said Courts and the U.S. Trustee;
       and

    j) perform all other necessary legal services in this case.

Duane Morris will coordinate with Arent Fox PLLC, the Committee's
lead counsel, to ensure no unnecessary duplication of services.

The principal attorneys and paraprofessionals at Duane Morris who
will represent the Committee and their rates are:

               Professionals          Hourly Rates
               -------------          ------------     
               Michael R. Lastowski       $495
               Richard W. Riley            385
               Robert M. Hirsh             300
               Christopher M. Winter       250
               Virginia Akin               170

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.


NES RENTALS: Completes $300 Million 5-Year Senior Credit Facility
-----------------------------------------------------------------
NES Rentals Holdings, Inc. (Pinksheets: NLEQ), the Midwest's
largest heavy equipment rental and traffic safety company, with
more than 3,000 employees and 141 branches throughout North
America, has completed a $300 million, five-year, asset-based
senior credit facility and a $275 million, six-year, second-lien
term loan. NES also announced its results for the second quarter
ending June 30, 2004.

"NES has secured a new capital structure to meet the increasing
demand for quality rental services in today's growing
marketplace," said Andrew Studdert, NES' chief executive officer.
"Since emerging from bankruptcy in February, we have executed
measures to achieve greater operational efficiency and to
strengthen NES' financial position and leadership. This financing
is a major step in further positioning NES to capitalize on
improving economic activity, support a renewed customer focus and
achieve sustainable growth."

    Financing Represents Best Measures to Continue Improvement
                   in Revenues, Gross Profits

NES completed its refinancing by entering into a new $300 million,
five-year senior credit facility that closed on August 17. The
asset-based senior credit facility provides NES with a $200
million term loan and a $100 million revolving credit line. NES
also entered into a $275 million, six-year second-lien term loan.
The new financing plan replaces the exit credit facility NES put
in place when it emerged from bankruptcy in February 2004.

"The new financing represents a significant milestone and takes
advantage of a competitive lending market," said Mr. Studdert.
"NES now has secured greater financial flexibility than was
available at the time of the emergence."

Michael Milligan, NES' chief financial officer, added, "The new
credit facilities eliminate the significant debt reduction
requirements that were necessary under the exit facility. NES now
has improved liquidity for operational flexibility, fleet
reinvestment and a long-term capital structure. A strategic
investment in a quality fleet to better serve our customers is key
to our business, particularly as the non-residential construction
industry enters a period of strong, renewed growth."

                    Q2 Revenues Exceed Forecast
               Rental Rates Increase Over Prior Year

Total consolidated revenues for NES during the second quarter --
including general rental and traffic safety divisions -- were
$147.4 million, exceeding the company's forecast, but slightly
below the $150.6 million reported for the second quarter of 2003.
The difference can be attributed to the company's decision to
streamline both its branch operations and improve its rental fleet
mix, in order to maximize equipment utilization.

NES has seen a rise in year-over-year rental rates: a 6 percent to
8 percent increase in the second quarter 2004 versus the same
period in 2003. According to Mr. Milligan, these higher rental
rates, in conjunction with seasonally improved equipment
utilization, have resulted in better revenue utilization for 2004
as compared with 2003.

Although demand for traffic safety services has been below
expectations throughout the industry, second quarter 2004 revenues
for NES' traffic safety business -- which accounts for 17 percent
of NES total revenue -- were $32.3 million, representing an 8
percent increase from $29.9 million during the second quarter of
2003.

As anticipated, NES' gross profit during the second quarter of
2004 was lower than in the second quarter of 2003: $31.0 million
for 2004 as compared with $37.7 million for 2003. The variation
primarily is due to an increase in depreciation expenses as a
result of fresh-start accounting asset write ups that were
implemented earlier this year. Overall, general rental margins
improved due to branch closings, the consolidation of more than a
dozen separate information systems into a single database, the
establishment of a Shared Services Center and strategic reductions
in NES' rental equipment fleet.

                      About the Company

Chicago, Ill.-based NES operates in about 140 locations in 34  
states and Canada, offering about 45,000 pieces of general  
construction and other equipment for rent to construction,  
petrochemical, and other industrial end users.
      
NES reorganized and emerged from Chapter 11 in February 2004,  
after filing for protection in June 2003. Deteriorating  
construction market conditions, weak industrial markets, and an  
excess of rental fleet industrywide had adversely impacted  
operating performance. Prior to its Chapter 11 filing, the company  
had a heavy debt burden and significant near-term maturities.

                           *   *   *

As reported in the Troubled Company Reporter on July 22, 2004,
Standard & Poor's Ratings Services assigned its 'B+' corporate  
credit rating to NES Rentals Holdings Inc. (NES; formerly known as  
National Equipment Services Inc.).
      
Standard & Poor's also assigned a secured bank loan rating of 'B'  
to the company's proposed offering of a $275 million second-lien  
secured term loan due 2010. The recovery rating assigned to the  
second-lien facility is '3', indicating meaningful (50%-80%)  
recovery of principal in the event of a default, after recovery of  
an unrated $300 million first-lien senior secured credit  
facilities due 2009. The outlook is stable.
      
"The rating on NES reflects a weak financial profile and a below-
average business position as an equipment rental provider," said  
Standard & Poor's credit analyst John R. Sico.


NEWTOWN TIRE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Newtown Tire and Service, Inc.
        5 Pritchard Lane
        Westport, Connecticut 06880

Bankruptcy Case No.: 04-50988

Chapter 11 Petition Date: August 13, 2004

Court: District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Mark L. Bergamo, Esq.
                  The Marcus Law Firm
                  111 Whitney Avenue
                  New Haven, Connecticut 06510
                  Tel: (203) 787-5885

Total Assets: $3,205

Total Debts: $1,561,173

Debtor's 20 Largest Unsecured Creditors:

Entity                                       Claim Amount
------                                       ------------     
Hudson United Bank                             $1,350,000
130 North Main Street
Southington, Connecticut

Sovereign Bank New England                       $124,297

Future Tire, Ltd.                                 $13,000

Department of Revenue Service                      $8,849
State of Connecticut

Internal Revenue Service                           $6,870

Auto Electric                                      $6,764

Department of Revenue Service                      $5,232
State of Connecticut

Yellow Book USA                                    $4,924

Autopart International                             $3,191

CBIA                                               $3,098

Amaral Motors, Inc.                                $2,678

Department of Revenue Service                      $2,479
State of Connecticut

SBC/SNET                                           $1,915

The Hartford Credit Collection Services            $1,877

Diversified Waste Disposal                         $1,810

Bee Publishing Company                             $1,810

Harleyville Insurance Company                      $1,619

Engine Transmission Excahane Certegy               $1,485
Payment Recovery Services

United Water Connecticut                           $1,410

Alpha Security Division Certified Security Inc.    $1,393


NORTEL NETWORKS: Will Broadcast Prelim. Half-Year Results Today
---------------------------------------------------------------
Nortel Networks will provide estimated limited preliminary 1st
Half 2004 results and an update on other matters on 8:30 a.m.
Eastern Time, today, August, 19, 2004.

To participate via the teleconference, call these numbers at least
15 minutes prior to the start of the event:

   --  North America: 1-888-211-4395

   --  International: 1-212-231-6007

To participate via the audio webcast, visit this Web page at least
15 minutes prior to the start of the event:

        http://www.nortelnetworks.com/q1q2earnings_2004

One hour after the end of the conference, interested parties can
listen to the replay at:

   --  North America: 1-800-383-0935 Passcode: 21205523#

   --  International: 1-402-530-5545 Passcode: 21205523#

This replay is available until 10:30am ET on September 1, 2004.
Audio webcast replay:

        http://www.nortelnetworks.com/q1q2earnings_2004

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

As reported in the Troubled Company Reporter on August 18, 2004,
the Integrated Market Enforcement Team of the Royal Canadian
Mounted Police recently advised the Company that it will commence
a criminal investigation into the Company's financial accounting
situation.

As reported in the Troubled Company Reporter on august 12, 2004,
the Company's directors and officers, and certain former directors
and officers are facing allegations from certain shareholders in
the U.S. District Court for the Southern District of New  
York that the directors and officers breached fiduciary duties
owed to the Company during the period from 2000 to 2003.


OMNI FACILITY: Wants Until Dec. 13 to Make Lease-Related Decisions
------------------------------------------------------------------
Omni Facility Resources, Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Southern District of New York for an
extension, until December 31, 2004, of the deadline by which they
must decide whether to assume, assume and assign, or reject their
unexpired nonresidential real property leases.

The Debtors tell the Court that the leases are integral part of
their Chapter 11 Reorganization Plan.  The Debtors point out that
they want to avoid premature assumption or rejection.  

The Debtors relate that the people responsible for gathering the
necessary documents and information regarding the leases are also
managing the day-to-day business operations of the company.  Many
of these individuals have been particularly occupied with
stabilizing operations, obtaining approval for postpetition
financing and assisting with the marketing and sales process.

Headquartered in South Plainfield, New Jersey, Omni Facility
Services, Inc. -- http://www.omnifacility.com/-- provides  
architectural, janitorial, landscaping, and electrical services.
The Company filed for chapter 11 protection on June 9, 2004
(Bankr. S.D.N.Y. Case No. 04-13972).  Frank A. Oswald, Esq., at
Togut, Segal & Segal LLP represents the Debtors in their
restructuring efforts. When the Debtors filed for protection from
their creditors, they listed $80,334,886 in total assets and
$100,285,820 in total debts.


ONSITE TECHNOLOGY: List of 20 Largest Unsecured Creditors
---------------------------------------------------------
OnSite Technology, L.L.C. released a list of its 20 Largest
Unsecured Creditors:

Entity                        Nature of Claim       Claim Amount
------                        ---------------       ------------
Duratherm, Inc.                                       $2,100,000
[Address Not Provided]

Environmental Technology      Open account            $1,560,373
   Services
Suite 645
2600 South Loop West
Houston, TX 77054

James S. Percell              Monies owed - wages       $372,469
Suite 645
2600 South Loop West
Houston, TX 77054

OnSite Mexico                 Open account               $65,610

2600 South Loop LLP           Contract/Lease             $41,600

Dogwood Lakes Apartments      Contract/Lease             $18,975

Bryan Sharp                   Monies owed - wages        $18,950

American Express                                          $4,376

Coats Rose Yale Ryman & Lee   Open account                $3,630

Trinity Valley Welding &      Contract/Lease              $3,000
   Machinery

State of Colorado                                         $1,277

Airtech Inc.                  Open account                  $995

Southwestern Bell Telephone   Open account                  $943

National Oilwell              Open account                  $938

Kenneth H. Johnson            Open account                  $760

IHP Industrial Inc.           Open account                  $630

MRAMCO                        Open account                  $623

O'Drill/MCM, Inc.                                           $594

Sunbelt Finance               Open account                  $535

Arey's General Store                                        $490

Headquartered in Houston, Texas, OnSite Technology, L.L.C. --
http://www.onsite2.com/-- is an environmental service Company  
that offers a breakthrough in the recycling of waste materials.
The Company filed for chapter 11 protection (Bankr. S.D. Tex. Case
No. 04-41399) on August 10, 2004.  Anne E. Catmull, Esq., at
Hughes Watters & Askanase, represents the Company in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets of over $10 Million and
estimated debts of over $1 million.


PARKER DRILLING: Moody's Places B2 Rating on $150MM Senior Notes
----------------------------------------------------------------
Moody's assigned a B2 rating to Parker Drilling's pending $150
million of senior unsecured floating rate 6 year notes, and
affirmed its existing B2 senior unsecured note and B1 secured bank
debt ratings.  Though Parker Drilling has achieved some important
milestones, the rating outlook remains negative, pending:

   * completion of its remaining $90 million of asset sales;

   * commensurate debt reduction;

   * demonstration of positive second half 2004 operating cash
     flow momentum on improving rig utilization and rig dayrates;
     and

   * visibility that, once the asset sales are completed, the cash
     generating power of the pro-forma rig portfolio adequately
     supports the existing or higher ratings.

To achieve and sustain a stable rating outlook, Moody's would
expect 2005 operating cash flow to amply cover interest expense,
capital spending, and working capital needs as Parker Drilling's
business mix evolves following its asset sales and as additional
international business comes on line.

The ratings are restrained by:

   * high debt relative to earnings power;

   * negative cash flow after capital outlays;

   * periodic large tax claims by certain foreign governments;

   * weak demand in the Gulf of Mexico -- GOM -- market;

   * an aggressive GOM competitor;

   * less than expected value realizations from long-delayed asset
     sales;

   * material concentrations of business with a handful of major
     customers operating in very challenging political and fiscal
     regime environments; and

   * rising proportional foreign market political and fiscal risk.

Key rigs in foreign markets (Rig 257 in Kazakhstan and certain
Nigerian rigs) remain unemployed after completion of long term
drilling contracts.  If those rigs are successfully re-contracted,
Parker Drilling's 2005 cash flow foundation would strengthen.

The ratings are supported by:

   * expected adequate interest and maintenance capital spending
     cover by cash flow, relative to the ratings;

   * successful refinancing over the last eight months of over
     $200 million of near term maturities with long term debt;

   * resulting improved liquidity which was further improved by
     significant debt reduction by asset sales proceeds;

   * continuing strong demand for Parker Drilling's eight deep    
     drilling barge rigs in the shallow waters of the Gulf of
     Mexico;

   * expected cash flow contribution from eight rigs beginning new
     contracts by August 31, 2004 in the Mexican market;

   * firmer day rates for Parker Drilling's workover and    
     intermediate drilling barge rigs in the GOM;

   * Quail Tools' (30% of EBITDA) rising results; and

   * sound prospects for Rig 257 to return to work in the Caspian
     Sea.

Moody's projects approximately:

   * $100 million and $115 million of 2004 and 2005 EBITDA,
     respectively;

   * $53 million and $35 million of 2004 and 2005 interest
     expense, respectively;

   * $50 million in expected total annual capital spending
     ($20 million maintenance); and

   * $15 million to $20 million of capital consumed by working
     capital growth in 2004.

After $26 million and $23 million in first and second quarter 2004
EBITDA respectively, Moody's projects $25 million to $27 million
of third quarter and $26 million to $28 million of fourth quarter
2004 EBITDA, respectively.  Second quarter 2004 EBITDA included $4
million of various one-time charges.

Parker Drilling reports current GOM dayrates of:

   * $20,900 per day for its deep drilling barge rigs;

   * $16,500 per day for its intermediate barge rigs; and

   * $12,600 per day for its workover rigs.

International utilization has been weak with 21 of 38 land rigs
operating and 2 of 6 international barge rigs operating (one at
the force majeure rate).

Total debt approximates $481 million, pro-forma for completed
asset sales, debt tenders, and the pending note offering.  Debt
has been reduced by roughly $90 million so far this year.  This
indicates annualized Debt/EBITDA of 4.8x, down from a peak of well
over 6x.  While Parker Drilling has not had a good history of
meeting asset sale deadlines, debt could fall to roughly
$375 million to $400 million by year-end 2004 if it completes
remaining planned asset sales and receives approximately
$20 million to $25 million of rig casualty loss insurance proceeds
before year-end 2004.

Pro-forma Debt/Capital is roughly 74%, higher than the 72%
registered at year-end 2003.  While pro-forma debt is roughly
$90 million lower than year-end 2004, asset write-downs, operating
losses, and other charges have reduced book equity by roughly
$25 million to $167 million. Goodwill totals $114 million,
yielding tangible net worth of $53 million.

Roughly $32 million in pro-forma cash adds a modest liquidity
cushion.  In addition, borrowing base availability is currently
approximately $35 million after deducting $15 million of issued
outstanding letters of credit.  In the recent past, Parker
Drilling's liquidity has also been strained by funding substantial
front-end costs of building or converting rigs to meet customers'
special purpose needs.  Parker Drilling funded construction of Rig
262, believed by Parker Drilling to be the largest Arctic class
land rig in the world, for use on Sakhalin Island, with
reimbursement coming periodically from an ExxonMobil consortium.
Rig 262 commenced drilling under contract in June 2003.

With a stable rating outlook, Moody's took these rating actions:

     i) assigned a B2 rating to $150 million of pending senior
        unsecured 6 year floating rate notes;

    ii) affirmed a B2 rating for Parker Drilling's 9.625% senior
        unsecured notes due 2013.

   iii) affirmed B1 ratings for Parker Drilling's $50 million
        first secured 3-year undrawn revolver and $100 million
        first secured delayed-draw 4-year Term Loan B
        ($70 million currently outstanding). The term loan will be
        fully retired with the pending note proceeds.

    iv) affirmed a B2 rating for Parker Drilling's 10.125% senior
        unsecured notes due 2009;

     v) affirmed the B2 senior implied rating.

By repaying $100 million of secured term loan debt quickly with
asset sale pending unsecured note proceeds, Parker Drilling
avoided the notching of the unsecured notes down to B3.  Parker
Drilling's ability to time its most recent asset sales to fund
repayment of most of the maturing convertible subordinated notes
avoided the notching risk cited in Moody's December XX, 2003 press
release.

Revolver collateral currently supports single notching of that
rating above the senior implied rating.  The revolver is first
secured by all accounts receivable and by Quail Tools rental
equipment.  The revolver is also [second secured by certain
drilling rigs, 65% of the stock of foreign subsidiaries].  The
revolver borrowing base consists of 85% of eligible domestic
receivables plus Quail Tools asset collateral (which can be no
more than 50% of the borrowing base).  Quail Tools generated $26
million of 2002 EBITDA, $32 million in 2003 EBITDA, and is on pace
to generate between $35 million to $40 million of 2004 EBITDA.
Parker Drilling's receivables now total approximately $94 million,
with $49 million being foreign of which $41 million is due from
major oil companies or their joint ventures.

Soft domestic rig demand, only modestly firming international
demand, and at least $35 million to $40 million of annual
maintenance capital outlays may yield modestly negative 2004 free
cash flow and no internal debt reduction.  Firmer 2004 results
need ongoing strong oil and gas prices and higher capital outlays
by oil and gas producers.  Parker Drilling cash flow is also
vulnerable to significant customer concentrations and foreign
political upheaval.

Secular demand trends in the shallow GOM shelf waters remain poor,
leading Parker Drilling to sell its GOM jack-up rigs.  Moody's has
long been pessimistic about the ability of strong natural gas and
oil prices to fuel sound GOM activity and we do not see secular
improvement in that equation.  In response to weak demand, rig
owners have steadily been relocated jack-up rigs to suitable
international markets.  Parker Drilling's jack-up utilization in
the GOM had been soft and dayrates remained depressed.

Deep drilling activity has been an area of strength for Parker
Drilling.  Third quarter 2004 GOM deep drilling barge rig
utilization is now 65%, up from 58% in first half 2004 and
dayrates are now up in the $20,900/day range (versus a $23,000 per
day peak in the last up-cycle).

Parker Drilling faces the additional risks of challenging country
political and fiscal environments and a business model that
includes the funding of clients' niche drilling rig construction
or conversion projects before those rigs are placed in service and
Parker Drilling is reimbursed for such outlays by its client.  
Political upheaval in Latin America and Nigeria in particular has
hurt demand in those markets and Parker Drilling faces serious and
cumbersome legal and fiscal regime challenges in Kazakhstan.

Parker Drilling is headquartered in Houston, Texas.  It
principally does business in the Gulf of Mexico, Kazakhstan,
Turkmenistan, Mexico, South America, Russia, Asia Pacific, and
Africa/Middle East.  Its rig fleet includes one GOM jack-up
drilling rig, twenty GOM coastal barge rigs, 38 international land
rigs, and six international barge rigs.


PENTHOUSE INT'L: Bickering with Bell & Staton Over Preferred Stock
------------------------------------------------------------------
Marc H. Bell and Daniel C. Staton, members of NAFT Ventures I LLC,
which is the Sole Member of PET Capital Partners LLC, filed a
Schedule 13D with the Securities and Exchange Commission Tuesday
afternoon.

Marc H. Bell and Daniel C. Staton (as members of NAFT Ventures I
LLC), acting on behalf of PET Capital Partners LLC, entered into a
pledge agreement, dated April 15, 2004, by which an agent of PET
Capital, became the pledgee of 10,500,000 shares of the Series C
Convertible Preferred Stock of Penthouse International, Inc. (OTC:
PHSL.PK) pledged by the Molina-Vector Investment Trust, which is
owned by Dr. Enrique Molina Galeana and is the principal
shareholder of PII. The Preferred Stock is convertible into
954,545,454 shares of PII's Common Stock.

Under the pledge agreement, the Molina-Vector Investment Trust
unconditionally and irrevocably guarantees the obligations of Dr.
Molina under certain promissory notes of Dr. Molina that are
payable to the order of several obligees, including PET Capital.
The pledge agreement provides that in the event of default by Dr.
Molina on payment of his obligations under the notes, the pledgee,
acting as agent for PET Capital, is entitled, upon providing the
Molina-Vector Investment Trust and its counsel with no less than
10 days prior written notice, to dispose of any or all of the
pledged securities. Additionally, upon an event of default, Pet
Capital's agent has voting power with respect to the pledged
Preferred Stock.

Dr. Molina failed to make an interest payment on the notes that
was due on June 30, 2004; as a result, a default occurred on July
6, 2004 (there was a 5-day grace period). As a result of the
default and upon fulfilling the notice requirements, PET Capital's
agent may sell the pledged Preferred Stock.

                  General Media Bankruptcy

Penthouse International's General Media subsidiary (which
publishes Penthouse magazine) filed for reorganization under
Chapter 11 on August 12, 2003 (Bankr. S.D.N.Y. Case No. 03-15078).
Robert Joel Feinstein, Esq. Pachulski, Stang, Ziehl, Young, Jones
& Weintraub P.C. represent General Media.  A Plan of
Reorganization confirmed on August 13, 2004, delivered a huge
chunk of new equity in Reorganized General Media to PET Capital
(holding approximately 89% of the General Media's Senior Notes).  
Penthouse International says it was cheated and intends to do what
it can to block the Plan from taking effect.  

           Penthouse Says Bell & Staton are Wrong

Penthouse International (Pink Sheets:PHSL) and Dr. Luis Enrique
Fernando Molina, Penthouse's major stockholder, say NAFT Ventures,
LLC, Marc H. Bell, Daniel Staton on behalf of themselves and other
holders of General Media securities are mistaken.  

Penthouse observes that the members of Bell/Staton group indicated
that they were in a position to control 10,500,000 shares of
Penthouse Series C Preferred Stock, including the right to vote
and to convert the shares into approximately 954 million shares of
Penthouse common stock.

According to a Penthouse spokesman and Dr. Molina, the Bell/Staton
group press release is false and misleading in that it
failed to disclose several material facts, including:

   -- The rights of the Bell/Staton group, if any, are subject to
      their having complied with their commitments and agreements
      under the contracts entered into in April 2004; which the
      Bell/Staton group breached on a number of occasions; and

  --  The Bell/Staton group fails to disclose that, even if it
      complied with all of the terms of their commitments and
      agreements, Dr. Molina has an option exercisable at any time
      prior to November 6, 2004, to cancel his notes to the
      Bell/Staton group and receive back all of his Penthouse
      preferred stock for the payment of $2,000,000.

Penthouse and Dr. Molina commenced suit against the Bell/Staton
group in the Supreme Court of the State of New York last week for
breach of the April agreements, fraud, and other claims and are
seeking damages in excess of $100,000,000 from the Bell/Staton
group. In addition, Penthouse and Dr. Molina have advised
that they intend to tender the $2,000,000 buy-back payment in
escrow pending the outcome of their litigation against the
Bell/Staton group to ensure that the Bell/Staton group can never
gain beneficial ownership of Dr. Molina's Series C preferred
stock.

Claude Bertin, Executive Vice President of Penthouse, stated: "One
of the basic elements of the securities laws is that a person
should not omit statements in a public disclosure that are
material and the absence of which makes the statements contained
in the disclosure misleading." Mr. Bertin further stated that:
"This press release by the Bell/Staton group is another example of
their underhanded efforts to sabotage Penthouse's attempts to
confirm a plan of reorganization beneficial to the General Media
creditors and Penthouse stockholders."

             About Penthouse International, Inc.

Penthouse International, Inc., through its subsidiaries General
Media, Inc., Del Sol Investments LLC and PH Realty Associates LLC
and iBill, is a brand-driven global entertainment business founded
in 1965 by Robert C. Guccione. General Media's flagship PENTHOUSE
brand is one of the most recognized consumer brands in the world
and is widely identified with premium entertainment for adult
audiences. General Media caters to men's interests through various
trademarked publications, movies, the Internet, location-based
live entertainment clubs and consumer product licenses. Internet
Billing Company (iBill) sells access to online services and other
downloadable products (music, games, videos, personals, etc.) to
consumers through proprietary Web-based payment applications. The
iBill online payments systems manage transaction authorization on
the global financial networks such as Visa(R) and MasterCard(R)
and simultaneously provide password management controls for the
life of the subscribing consumer.  On-demand CRM (Customer
Relationship Management) applications are provided to registered
independent merchants, typically small and medium-sized businesses
seeking a cost-effective technology platform to outsource non-core
banking and finance functions. Since 1996, iBill has established a
trusted brand with consumers and online businesses with 27 million
customers in 38 countries.


PHILIPS INT'L: Paying 9th Liquidation Distribution on August 27
---------------------------------------------------------------
Philips International Realty Corp., a real estate investment
trust, reported that a stipulation and order providing for the
voluntary dismissal with prejudice of that certain class action
filed against the Company and its directors in connection with the
plan of liquidation on October 2, 2000 was signed in the United
States District Court for the Southern District of New York on
July 28, 2004.

Pursuant to the Company's plan of liquidation, its Board of
Directors has declared a ninth liquidating distribution of $0.25
per share which will be payable on August 27, 2004. The record
date is August 20, 2004. However, shareholders must continue to
own their shares up to and including August 27, 2004 in order to
be entitled to the liquidating distribution of $0.25 per share.
Effective August 18, 2004, the Company's shares will be traded
with due bills which will entitle the owner of the stock to
receipt of the distribution. The Company has approximately 7.4
million shares of common stock and common stock equivalents, which
will participate in this distribution.

On October 10, 2000, the stockholders approved the plan of
liquidation, which was then estimated to generate approximately
$18.25 in the aggregate in cash for each share of common stock in
two or more liquidating distributions. The ninth liquidating
distribution declared by the Board of Directors brings the total
payments to date to $18.00 per share. Prior distributions of
$13.00, $1.00, $0.75, $0.50, $0.50, $0.50, $1.00 and $0.50 per
share were paid on December 22, 2000, July 9, 2001, September 24,
2001, November 19, 2001, October 22, 2002, March 18, 2003,
September 16, 2003 and January 6, 2004, respectively.

                        About the Company

Philips International Realty Corp. is a Real Estate Investment
Trust.  The Company owns, develops and redevelops neighborhood and
community shopping centers located in New York, Connecticut, New
Jersey, Massachusetts and Florida.


POLO BUILDERS: U.S. Trustee Names 7-Member Creditors' Committee
---------------------------------------------------------------
The United States Trustee for Region 11 appointed seven creditors
to serve on an Official Committee of Unsecured Creditors in Polo
Builders, Inc., and its debtor-affiliates' Chapter 11 cases:

      1. Abbas Zarif
         3525 Cass Court, #410
         Oak Brook, IL 60523

         c/o Harold Rosen
             Wolin & Rosen, Ltd.
             55 West Monroe, Suite 3600
             Chicago, IL 60603
  
      2. Thakor J. Patel
         c/o Eric P. Ferleger
         29 South LaSalle Street, Suite 300
         Chicago, IL 60603

      3. Vinod Parikh
         9101 West Oaks Avenue
         Des Plaines, IL 60016

         c/o Jay Scott Nelson
             5757 North Lincoln, #20
             Chicago, IL 60659

      4. D & B Advertising, Inc.
         c/o Charles Smilgys
         53 East St. Charles Road
         Villa Park, IL 60181

      5. Surinder K. & Tripat K. Sahajpal
         8200 Oak Knoll Drive
         Burr Ridge, IL 60527

         c/o Atique R. Pappa
             4861 West 95th Street
             Oak Lawn, IL 60453

      6. Dinesh Gandhi
         3901 Charlie Court
         Glenview, IL 60025
   
         c/o Jay Scott Nelson
             5757 North Lincoln, #20
             Chicago, IL 60659

      7. Nayeem Shariff
         10335 West 125th Street
         Palos Park, IL 60464        

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

Headquartered in Villa Park, Illinois, Polo Builders a general
contractor, filed for chapter 11 protection on June 23, 20004
(Bankr. N.D. Ill. Case No. 04-23758).  Steven B. Towbin, Esq., at
Shaw Gussis Fishman Glantz Wolfson & Towbin LLC, represents the
Debtors in their restructuring efforts.  When the Company filed
for protection from their creditors, it listed more than $10
million in assets and debts.


PORTOLA PACKAGING: Extends Common Stock Offering to November 1
--------------------------------------------------------------
Portola Packaging, Inc. has extended its tender offer to purchase
its common stock through November 1, 2004. This will defer
acceptance of tenders through that date. By that date the
Company's fiscal 2004 year-end results will be available, and the
Company will have greater visibility concerning its 2005 capital
expenditure requirements.

                 About Portola Packaging, Inc  

Portola Packaging is a leading designer, manufacturer and marketer  
of tamper evident plastic closures used in dairy, fruit juice,  
bottled water, sports drinks, institutional food products and  
other non-carbonated beverage products. The Company also produces  
a wide variety of plastic bottles for use in the dairy, water and  
juice industries, including various high density bottles, as well  
as five-gallon polycarbonate water bottles. In addition, the  
Company designs, manufactures and markets capping equipment for  
use in high speed bottling, filling and packaging production lines  
as well as manufactures and markets customized five-gallon water  
capping and filling systems. The Company is also engaged in the  
manufacture and sale of tooling and molds used in the blow molding  
industry. For more information about Portola Packaging, visit the  
Company's web site at http://www.portpack.com/

At May 31, 2004, Portola Packaging, Inc.'s balance sheet shows a  
stockholders' deficit of $42.3 million compared to a deficit of  
$26.1 million at August 31, 2003.


RBX IND.: Court Okays Magnifoam's Purchase of Groendyk for $4MM
---------------------------------------------------------------
Magnifoam Technology International, Inc.'s newly formed
subsidiary, MTI Groendyk Inc., finalized a definitive agreement
with RBX Industries for the purchase of that company's Groendyk
division.  The agreement was approved by a Virginia Court and
represents the end of a lengthy investigative process by Magnifoam
Technology.  Final closing is anticipated to occur on August 27,
2004.  The Groendyk division, based in Buchanan, Virginia,
manufactures a wide variety of specialty silicone products.

"Groendyk's product line is very complementary to our own," said
Bill Neill, Magnifoam Technology's President & CEO.  "Their
technology will add an extra dimension to our own silicone
knowledge and solution expertise.  Groendyk has a unique silicone
sponge extrusion process that will offer [Magnifoam Technology] a
competitive advantage in both the United States and in Europe."  

Magnifoam Technology's Vice President, North American Silicones,
Gregg Strangways was enthusiastic about the acquisition.  "This is
a profitable company, with an able and technologically advanced
workforce, a very solid customer base and a distribution network
that will accelerate [Magnifoam Technology's] current product
growth.  We are very excited to have them as a part of the MTI
family of companies."  Strangways was complimentary to Groendyk's
collective bargaining unit representing the workforce through the
United Steelworkers of America.  "This transaction would not have
been possible without their support."  

Strangways explained that Magnifoam Technology plans to seek sales
and efficiency synergies between Groendyk and Magnifoam
Technology's current operations in Richmond, Virginia, but that
the Company intends to maintain the Buchanan plant and workforce
on a going forward basis.

John Boots, Magnifoam Technology's Senior Vice President and CFO,
said, "Based on past performance we fully expect Groendyk to be
immediately accretive to earnings.  We paid US$3.84 million,
subject to adjustments based on the closing value of the asset
base.  Magnifoam Technology will incur additional transaction and
integration costs bringing the final price to approximately
US$4 million.  This price includes approximately US$2.9 million in
working capital represented by receivables and inventory," he
explained.  "In fiscal 2005, we expect MTI Groendyk to contribute
an EBIT of approximately Cdn$1 million to the corporation. Annual
sales in excess of US$10 million have continued to grow despite
the difficulties of the parent company, RBX."

Boots said that while bank financing was in place, the local
county has approved an industrial revenue bond at low interest
rates that will reduce financing costs to a minimum.  

Magnifoam Technology International, Inc., designs, develops and
manufactures custom-engineered products using silicone and other
cellular materials.  The Company has three main businesses:
Silicone, Aerospace and Fabricated Products.   Magnifoam
Technology's manufacturing divisions develop and produce silicone
foam using patented technology, and design and fabricate energy
management systems from a variety of flexible, cellular materials.  
Through its wholly owned subsidiary Leewood Elastomer GmbH,
Magnifoam Technology produces and distributes specialty silicone
elastomer products.  Magnifoam Technology sells its products
primarily in the aerospace and mass transit markets.
Secondary product categories include sporting goods, automotive,
industrial, medical and electronics markets.  Magnifoam
Technology's head office and Canadian manufacturing operations are
located in Mississauga, Ontario, with international manufacturing
operations located in Richmond, Virginia and Bremen, Germany.  The
Company also has sales operations in England and Sweden, and an
engineering support centre in Brazil.  For more information about
Magnifoam Technology, visit the Company's web site at
http://www.magnifoam.com/

RBX Corporation, formerly known as RBX Group, Inc., manufactures
closed cell foam and custom mixed rubber compounds.  The company
filed for chapter 11 protection (Bankr. W.D. Virginia Case No. 7-
04-00725) on Feb. 24, 2004.  Lawyers at Hunton & Williams LLP
represent the debtors in their restructuring efforts.


REDI-FAB INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Redi-Fab, Inc.
        P.O. Box 20249
        Portland, Oregon 97294

Bankruptcy Case No.: 04-38750

Type of Business: The Debtor is a steel fabricator.

Chapter 11 Petition Date: August 16, 2004

Court: District of Oregon (Portland)

Judge: Randall L. Dunn

Debtor's Counsel: Sally R. Leisure, Esq.
                  Sally Leisure, LLC
                  2300 South West 1st Avenue, #101
                  Portland, OR 97201
                  Tel: 503-226-8282
                  Fax: 503-226-8900

Total Assets: $508,000

Total Debts:  $1,124,589

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Lampros Steel                 Trade debt                $121,245

Farwest Steel, Inc.           Trade debt                $112,496

Versa Tech Metal Fab. Brig.   Trade debt                 $67,700

Brown-Strauss Steel, Inc.     Trade debt                 $55,438

Rose City Sand & Gravel       Real Property Lease        $53,832

Premium Financing             Trade debt                 $26,366
Specialists

Portland Fasteners, Inc.      Trade debt                 $22,163

Galvanizers Company           Trade debt                 $22,083

Green Transfer & Storage Co.  Trade debt                 $21,661

Valmont - PacificStates       Trade debt                 $17,531
Galvanizing

PDM/General Steel             Trade debt                 $17,229

Air Gas, Inc.                 Trade debt                 $17,130

Cadre Steel Detailing, Inc.   Trade debt                 $15,306

North Star Ind. Inc.          Trade debt                 $11,041

Prasad's Steel Detailing      Trade debt                 $11,000

A.R. Tools & Machinery        Trade debt                  $6,517

DB Steel Detailing            Trade debt                  $6,000

Napsteel                      Trade debt                  $5,819

Star Oilco                    Trade debt                  $4,661

Rodda Paint                   Trade debt                  $4,183


REMOTE DYNAMICS: Qualifies to Continue Trading on Nasdaq SmallCap
-----------------------------------------------------------------
Remote Dynamics, Inc. (Nasdaq:REDI), a leading provider of
telematics-based management solutions for commercial fleets,
reported that on Aug. 12, 2004, the NASDAQ Listing Qualifications
Panel made a final determination that the company's securities
will continue to be listed on The NASDAQ SmallCap Market.

In reaching its decision, the Panel noted that the company had
demonstrated compliance with all of the continued listing
requirements for the NASDAQ SmallCap Market as required by the
Panel's May 24, 2004 decision and closed the hearing file
regarding the delisting of the company's securities, ending the
delisting proceedings.

"We are pleased with the NASDAQ's decision and also with the
company's ability to meet all of the conditions required by the
NASDAQ to continue the company's listing in good standing," said
Dennis Casey, president and chief executive officer. "We believe
maintaining the NASDAQ listing will ensure the maximum return for
our shareholders as we continue to execute our business plan."

The board of directors of Remote Dynamics, Inc. also unanimously
approved the appointment of Matthew J. Petzold to the board of
directors. Including the aforementioned appointment, Remote
Dynamics currently has six directors, of which four of the
directors are independent as defined by the Nasdaq.

In commenting on the board appointment, Mr. Casey said, "Mr.
Petzold brings seventeen years of experience in Internet,
satellite and telecommunications related businesses, including
having served as the chief financial officer at UUNET, one of the
world's largest Internet service providers. We believe his
industry expertise and financial knowledge provides a quality
complement to the board of directors."

                  About Remote Dynamics, Inc.

Remote Dynamics, Inc. -- http://www.remotedynamics.com/--  
markets, sells and supports state-of-the-art fleet management
solutions that contributes to higher customer revenues and
improved operator efficiency. Combining the technologies of the
global positioning system (GPS) and wireless vehicle telematics,
the company's solutions improve the productivity of mobile workers
by providing real time position reports, route information and
exception based reporting designed to highlight mobile workforce
inefficiencies. Based in Richardson, Texas, the company also
markets, sells and supports a customized, GPS-based fleet
management solutions for large fleets like SBC Communications,
Inc., which has approximately 31,000 installed vehicles now in
operation.

At May 31, 2004, Remote Dynamics' balance sheet showed a
$14,693,000 stockholders' deficit compared to a $19,490,000 in
positive equity at August 31, 2003.


RESIDENTIAL ASSET: Fitch Junks Class B Asset-Backed Certificates
----------------------------------------------------------------
Fitch Ratings has taken rating actions on these Residential Asset
Mortgage Products, Inc. issue:

   RAMP Home Equity Mortgage Asset-Backed Pass-Through
   Certificates, Series 2001-RZ3:

      -- Class A-5 affirmed at 'AAA';
      -- Class M-1 affirmed at 'AA';
      -- Class M-2 affirmed at 'A';
      -- Class M-3 affirmed at 'BBB';
      -- Class B downgraded to 'CC' from 'B'.

The affirmations of these classes reflect credit enhancement
consistent with future loss expectations.  The negative rating
action on the class B bond is due to the decline in enhancement
relative to the applicable credit support levels.  As of the July
26, 2004 distribution date, the overcollateralization was $157,894
with a target of $1,075,000.


SALOMON BROTHERS: Fitch Junks Class MF-3 Asset-Backed Certificates
------------------------------------------------------------------
Fitch Ratings has taken rating actions on these Salomon Brothers
Mortgage Securities VII, Inc. issue:

   Salomon Home Equity Loan Trust asset-backed pass-through       
   certificates, series 2001-1 group 1:

      -- Class AF-3 affirmed at 'AAA';
      -- Class MF-1 affirmed at 'AA';
      -- Class MF-2 downgraded to 'BBB-' from 'A'; and
      -- Class MF-3 is downgraded to 'CC' from 'BB'.

   Salomon Home Equity Loan Trust asset-backed pass-through       
   certificates, series 2001-1 group 2:

      -- Class AV-1 affirmed at 'AAA';
      -- Class MV-1 affirmed at 'AA';
      -- Class MV-2 affirmed at 'A';
      -- Class MV-3 affirmed at 'A-';
      -- Class MV-4 affirmed at 'BBB'.

The affirmations of these classes reflect credit enhancement
consistent with future loss expectations.

The negative rating actions on the MF-2 and the MF-3 classes are
due to the decline in enhancement relative to applicable credit
support levels.  As of the July 26, 2004 distribution, the
overcollateralization for group I was $212,410.72 with a target of
$710,203.78.


SALTIRE INDUSTRIAL: Case Summary & Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Saltire Industrial, Inc.
        fka Scovill, Inc.
        635 Madison Avenue
        Suite 1101
        New York, New York 10022

Bankruptcy Case No.: 04-15389

Type of Business: The Debtor manufactures diverse consumer and
                  industrial products sold under a variety of
                  brand names.

Chapter 11 Petition Date: August 17, 2004

Court: Southern District of New York (Manhattan)

Judge: Burton R. Lifland

Debtor's Counsel: Albert Togut, Esq.
                  Togut, Segal & Segal LLP
                  One Penn Plaza, Suite 3335
                  New York, New York 10119
                  Tel: (212) 594-5000
                  Fax: (212) 967-4258

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $10 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature of Claim       Claim Amount
------                        ---------------       ------------
U.S. Environmental            Environmental             Unstated
Protection Agency            Cleanup
One St. Andrews Plaza
New York, NY 10007

U.S. Environmental            Environmental             Unstated
Protection Agency            Cleanup
Ariel Rios Building
1200 Pennsylvania Avenue
Washington, DC 20460

U.S. Environmental            Environmental             Unstated
Protection Agency            Cleanup
Region 2
290 Broadway
New York, NY 10007-1866

Nutone, Inc.                  Contractual             $1,166,000
4820 Red Bank Road            Indemnification
Cincinnati, OH 45227

Caldwell Trucking             Environmental             $466,617
Trust Fund                    Cleanup
c/o Peter J. Herzberg, Esq.
Pitney, Hardin Kipp & Szuell
200 Campus Drive
Florham Park, NJ 07932

Masco Corporation             Environmental             $409,403
21001 Van Born Road           Cleanup
Taylor, MI 48180

Leonard Leganza               Retiree Benefit-          $319,990
62 Tunxis Village             Life Insurance
Farmington, CT 06032

E. Herbert Bladh              Retiree Benefit-          $246,891
8014 Blome Road               Life Insurance
Cincinnati, OH 45243

James W. Cahill               Retiree Benefit-          $212,000
                              Special Death Benefit

Peter L. Steel                Retiree Benefit-          $196,000
                              Special Death Benefit

Shaw Environmental &          Unpaid Bills              $179,241
Infrastructure, Inc.          for Services

Charles T. Cox                Retiree Benefit-          $173,000
                              Special Death Benefit

Yale Security, Inc.           Contractual               $173,000
                              Indemnification

Shirley Jacobs                Retiree Benefit-          $155,122
                              Medical

Wyeth - Law Department        Environmental             $149,275
                              Cleanup

E. I. Du Pont De Nemours      Contractual               $138,606
                              Liability

Lloyd George                  Retiree Benefit-          $136,415
                              Life Insurance

SRSNE PRP Group               Environmental             $134,570
                              Cleanup

Richard E. Vance              Retiree Benefit-          $133,000
                              Special Death Benefit

Engelhard Corporation         Contractual               $129,492
                              Liability

Meredith & Associates         Unpaid Bills              $117,744
                              for Services

Stanley Freidman              Retire Benefit-           $113,805
                              Life Insurance


SHELTON CANADA: Names Lorraine Campbell as Chief Financial Officer
------------------------------------------------------------------
Shelton Canada Corp. (TSX-V: STO) appointed Lorraine Campbell,
C.A. as Chief Financial Officer.  Mrs. Campbell has extensive
experience in providing accounting and financial services to TSX
Venture listed companies.

In addition, the Corporation has granted 450,000 stock options to
certain officers and directors of the Corporation at an exercise
price of $0.15 per common share, expiring 5 years from the date of
grant, subject to all regulatory approvals.

Shelton Canada Corp. is a junior oil and gas exploration and
development company operating in the Western Canadian Sedimentary
Basin and internationally in Ukraine.

At May 31, 2004, Shelton Canada Corp.'s balance sheet shows a
deficit of C$286,444, compared to a deficit of C$164,697 at
November 30, 2003.


SIGHT RESOURCE: Kegler Brown to Represent Creditors' Committee
--------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Sight
Resource Corporation and its debtor-affiliates' chapter 11 cases,
sought and obtained approval from the U.S. Bankruptcy Court for
the Southern District of Ohio to hire Kegler Brown Hill & Ritter
as its bankruptcy counsel.

Kegler Brown is expected to:

    a) advise the Committee with respect to its rights, powers
       and duties;

    b) assist and advise the Committee in consulting with the
       Debtors on case administration matters;

    c) assist the Committee in analyzing the claims of the
       Debtors' creditors and in negotiating with such
       creditors;

    d) assist the Committee's investigations of the Debtors'
       acts, conduct, assets, liabilities and financial
       condition and operation of the Debtor's businesses;

    e) assist the Committee in analyzing and negotiating with
       the Debtors, or any third party, concerning matters
       related to, among other things, the terms of a plan or
       plans of reorganization;

    f) assist and advise the Committee with respect to its
       communications with the general creditor constituency
       regarding significant matters in these cases;

    g) represent the Committee at all hearings and other
       proceedings;

    h) review and analyze all applications, orders, statements
       of operations and schedules filed with the Court and
       advise the Committee as to their appropriateness;

    i) assist the Committee in preparing pleadings and
       applications as may be necessary in furthering the
       Committee's interests and objectives; and

    j) perform such other legal services as may be required and
       deemed in the interests of the Committee, all in
       accordance with the Committee's powers and duties as set
       forth in the Bankruptcy Code.

Larry J. McClatchey, Esq., and Kenneth R. Cookson, Esq., will be
primarily responsible for representing the Committee.  Messrs.
McClatchey and Cookson will bill the Debtor at $285 per hour.
Other attorneys and paraprofessionals who will render services to
the Committee and their current hourly rates are:

         Professionals          Rates
         -------------          -----
         Lisa M. Diem, Esq.     $205
         Directors               225 - 275
         Associates              150 - 205
         Paralegals               75 - 85

Headquartered in Cincinnati, Ohio, Sight Resource Corporation
-- http://www.sightresource.com/-- manufactures, distributes and  
sells eyewear and related products and services through retail eye
care centers.  The Company filed for protection on June 24, 2004
(Bankr. S.D. Ohio Case No. 04-14987).  Jennifer L. Maffett, Esq.,
and Louis F. Solimine, Esq., at Thompson Hine LLP, represent Sight
Resource and its debtor-affiliates in their restructuring efforts.  
When the Debtors filed for protection, they listed $5,400,000 in
total assets and $12,500,000 in total debts.


SINO-FOREST: Closes US$300 Million Senior Debt Offering
-------------------------------------------------------
Sino-Forest Corporation closed its offering of US$300 million non-
convertible guaranteed senior notes.  The notes bear interest at a
rate of 9-1/8% per annum, payable semi-annually, and have a
maturity date of seven years from the date of issuance.  Morgan
Stanley & Co. Incorporated was the sole underwriter in connection
with the offering.

The Company will use a portion of the net proceeds of the offering
to repay approximately US$92 million of existing indebtedness.  As
reported in the Troubled Company Reported on August 12, 2004, the
Company intends to use the remaining net proceeds to acquire
mature pine tree plantations in Heyuan, Guangdong Province and to
use the balance of the net proceeds for general working capital
purposes.  A copy of the final offering memorandum delivered to
investors will be available on http://www.sedar.com/  

The Company has received approval from the Singapore Exchange
Securities Trading Limited -- the SGX-ST -- for the listing and
quotation of the notes on the official list of the SGX-ST.  The
Company expected the listing to take effect yesterday.

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


SMART HOME: S&P Assigns BB Rating to $8.783 Million B-1 Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to SMART
HOME Reinsurance 2004-1 Ltd.'s $86.042 million synthetic mortgage
notes.

The ratings are based on a level of credit enhancement that meets
Standard & Poor's requirements given the mortgage insurer's
exposure to the reference pool, the level of coverage provided to
and the quality of the underlying mortgage loans, and a legal
structure designed to minimize potential losses to
certificateholders caused by the insolvency of the insurer.
   
                        Ratings Assigned
   
               SMART HOME Reinsurance 2004-1 Ltd.
            $86.042 million synthetic mortgage notes
    
              Note    Balance              Rating
              ----    -------              ------
              M-1     $36,310,000          AA
              M-2     $21,505,000          A
              M-3     $15,009,000          BBB
              M-4     $4,435,000           BBB-
              B-1     $8,783,000           BB


SOLUTIA: CPFilms Wants to Enter Into New Canoga Park Lease
----------------------------------------------------------
CPFilms, Inc., is the worlds' largest manufacturer of window film
as well as the leading supplier of precision-coated films.
CPFilms' precision-coated films division provides full-service
performance film production, including vacuum metallizing and
sputter coating, deep-dyeing, coating and laminating to a wide
array of industries.  One of CPFilms' major performance film
manufacturing sites is located in Canoga Park, California and
focuses primarily on sputter coating for display-related
applications.

M. Natasha Labovitz, Esq., at Gibson, Dunn & Crutcher, LLP, in
New York, relates that the Canoga Park Facility currently
occupies three buildings, two of which are used for manufacturing
and related office space, and one of which is used as a
warehouse.  CPFilms leases space for its main manufacturing
operations at 21019 Osborne Street, Canoga Park from Sharon Lynn
Boyar pursuant to a real property lease dated February 26, 1999.
The 21019 Lease was set to expire on April 30, 2004 but was
amended to extend its term to August 31, 2004.  Monthly rent
under the 21019 Lease is $10,600, plus common area maintenance
charges.

For its secondary manufacturing operations, CPFilms leases space
at 21034 Osborne Street, Canoga Park from Stuart Libson pursuant
to a real property lease originally dated January 10, 1994
between CPFilms, the Calig Family Trust and Ben Stein.  The 21034
Lease expired on April 30, 2004, but has been extended until
December 31, 2004 by agreement between CPFilms and Mr. Libson,
the new owner of the premises.  Monthly rent is $10,700, plus
common area maintenance charges.

CPFilms also leases certain warehouse space at 8945 Independence
Avenue, Canoga Park from Hal Matheson & Associates.  The
Warehouse Lease expires on February 15, 2005 and the monthly rent
is $2,600.

The Debtors have determined that the profitability of the CPFilms
business could be maximized by keeping the Canoga Park Facility
operational, but consolidating its operations.  Thus, CPFilms
decided to consolidate its primary and secondary manufacturing
operations into one building instead of two.  CPFilms and
Chatsworth Industrial Park, LP, have agreed to the terms of a new
Standard Industrial Commercial Multi-Tenant Lease dated June 11,
2004.  Ms. Boyar, the landlord for the 21019 Lease, is the owner
of the building and a principal of Boyar Management Corp., the
general partner of Chatsworth.

Pursuant to the New Canoga Park Lease, CPFilms will utilize the
premises at 21019 Osborne Street for all of its manufacturing and
office needs.  The New Canoga Park Lease runs for a three-year
term and has a monthly base rent of about $10,000, plus common
area maintenance charges.  The New Canoga Park Lease will replace
the 21019 Lease.  The 21034 Lease will expire by its own terms.
The Warehouse Lease will remain unaffected.

According to Ms. Labovitz, CPFilms explored whether it would be
better to move its operations to an alternate location, but
ultimately decided that entering into the New Canoga Park Lease
would be the most cost effective way for it to effect the
consolidation.  Based on its review of the Canoga Park lease
market, CPFilms concluded that the terms of the New Canoga Park
Lease are reasonable and consistent with the terms of leases for
similar spaces in the area.  In addition, the base rent for the
New Canoga Park Lease is slightly lower than the rent CPFilms is
currently paying under the 21019 Lease.  CPFilms also factored
potential costs associated with the relocation of its operations
into its analysis, and determined that it would incur moving
expenses of about $500,000 and would suffer related lost profits
and other disruptions throughout the process.  CPFilms believes
that these costs would likely reduce or even eliminate the
economic benefits of moving to another location with a slightly
lower monthly rent.

CPFilms estimates that entering into the New Canoga Park Lease
and effecting the consolidation will enable it to save $145,000
per year in rent, insurance, real estate taxes and other
ancillary costs when compared to its existing operations and
existing lease obligations.  In addition, the reductions in staff
that CPFilms has already made in contemplation of the
consolidation will enable it to save another $500,000 per year.
Although CPFilms will incur certain short-term costs related to
the movement of equipment from the 21034 premises to the 21019
premises and the necessary modification of existing facility
space, these costs will be outweighed by the long-term benefits
of entering into the New Canoga Park Lease.

Accordingly, CPFilms seeks the Court's authority to enter into
the New Canoga Park Lease.

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)


SPIEGEL: Microsoft Wins Redmond Property for $38 Million
--------------------------------------------------------
As previously reported, Microsoft Corporation offered to buy  
Eddie Bauer, Inc.'s real property located in Redmond, Washington
for $38 million.

Eddie Bauer, Inc., received no qualified overbids for its real  
property located at 15010 NE 36th Street, 3700 150th Avenue NE,  
and 15012 NE 38th Street, in Redmond, Washington.  Pursuant to  
the Bidding Procedures, no auction was conducted and Microsoft  
Corporation is declared the successful bidder.  Microsoft's $38  
million offer is declared the final purchase price.

Consequently, the Court authorizes Eddie Bauer to proceed with  
the Sale of the Redmond Property, and to commence and complete  
all other transactions contemplated under the Purchase Agreement.

                      The Purchase Agreement

On July 8, 2004, Eddie Bauer and Microsoft entered into the  
Purchase Agreement.  Microsoft has already made a $1,000,000  
initial deposit with First American Title Insurance Company, the  
escrowee for the transaction.  The remainder of the Purchase Price  
will be paid by Microsoft at the closing, unless a higher bidder  
prevails at the Auction.

The significant terms of the Purchase Agreement are:

    (a) Purchase Price

        The purchase price for the Property is $38,000,000,
        payable by Microsoft in:

        * $1,000,000, within three business days after the
          parties' execution and delivery of the Purchase
          Agreement, to First American, by wire transfer of
          immediately available funds to First American's Account
          No. 2350006160 at Union Bank of California, in Los
          Angeles, California, or by Microsoft's unendorsed
          certified or bank check payable to the order of "First
          American Title Insurance Company, as escrow agent"; and

        * $37,000,000 -- as may be adjusted in accordance with
          the Purchase Agreement or as may be increased at the
          Auction -- on the Closing Date by wire transfer of
          immediately available funds to the Escrow Account.

    (b) Purchase and Sale of Assets

        At the Sale Closing, Eddie Bauer will sell, assign,
        transfer, convey and deliver, or cause to be sold,
        assigned, transferred, conveyed and delivered, to
        Microsoft, and Microsoft will purchase and accept from
        Eddie Bauer, the Property free and clear of all
        encumbrances, other than permitted encumbrances and
        assumed liabilities under Section 363 of the Bankruptcy
        Code.

    (c) Assumption of Liabilities

        At the Closing and from and after the Closing Date,
        Microsoft will assume:

        * all liabilities in respect of the Property arising from
          and after the Closing Date; and

        * other liabilities, if any, as Microsoft may expressly
          agree in writing to assume.

    (d) "As Is" Purchase

        Microsoft represents and warrants that it is relying
        solely on its own inspections, investigations, studies,
        tests and analyses in purchasing the Property and is
        purchasing the Property as is, where is, with all faults
        now known or later discovered by Microsoft.  There are no
        warranties with respect to the Property or as to any             
        other matter.

    (e) Break-up Fee

        Microsoft will be entitled to payment of a $665,000
        Break-up Fee within five business days of the closing of
        the sale to a successful bidder other than Microsoft.

    (f) Expense Reimbursement

        Microsoft will be entitled to a reimbursement for its
        documented, out-of-pocket expenses reasonably incurred in
        connection with the transaction contemplated in the
        Purchase Agreement, not to exceed $200,000.

    (g) Title to the Property

        The Purchase Agreement requires Microsoft to cause First
        American to deliver to Eddie Bauer a preliminary title
        report for the Property dated May 3, 2004 and a copy of
        the underlying documents referenced there, within five
        days from the execution of the Purchase Agreement.
        Microsoft then has the right to deliver to Eddie Bauer
        within 10 days after the earlier of the issuance of any
        update, or continuation or supplement of the Title Report
        or the Closing, a written statement setting forth any
        objections to the title to the Property, other than
        objections to Permitted Encumbrances.  If Microsoft
        notifies Eddie Bauer of any additional exceptions, Eddie
        Bauer will be entitled to reasonable adjournments of the
        Closing during which Eddie Bauer may attempt to remove
        Additional Exceptions, provided, however, that Eddie
        Bauer will not be required to bring any action or
        proceeding, or take any steps, or otherwise incur any
        expense to remove any Additional Exception.

    (h) Indemnities

        The Purchase Agreement requires Microsoft to indemnify
        Eddie Bauer with respect to any claim by any third party
        for personal injury or property damage arising out of or
        resulting from any act or omission by Microsoft or its
        employees, agents or representatives in respect of the
        Property from and after the Closing Date or any                    
        occurrence on or about the Property from and after the
        Closing Date.  The Purchase Agreement provides that Eddie
        Bauer agrees to indemnify and hold Microsoft harmless
        against and from any and all claims, liabilities, costs,
        or expenses arising out of:

            (i) Permits and Licenses, if any;

           (ii) Guaranties and Warranties, if any; and

          (iii) other intangibles, if any, to the extent they
                arise out of obligations arising from and after
                July 8, 2004.  

        The Purchase Agreement provides that Microsoft agrees to
        indemnify and hold Eddie Bauer harmless against and from
        any and all claims, liabilities, costs, or expenses
        arising out of Permits and Licenses, Guaranties and
        Warranties, and Other Intangibles.

    (i) Eddie Bauer's Remedies

        If the sale of the Property to Microsoft is not
        consummated because of its own default under the Purchase
        Agreement or the failure of a condition to Eddie Bauer's
        obligation to close or termination of the Purchase
        Agreement, and if Microsoft is not otherwise entitled to
        the return of the Earnest Money Deposit or as elsewhere
        expressly provided in the Purchase Agreement, Eddie Bauer
        will be entitled to the delivery of the Earnest Money
        Deposit as Eddie Bauer's liquidated damages
        unconditionally and on a non-refundable basis and as its
        exclusive remedy for the default or failure.

    (j) Microsoft's Remedies

        If, on the Closing Date, Eddie Bauer will be unable to
        perform its obligations or to satisfy any condition
        applicable to it under the Purchase Agreement, then
        Microsoft will be entitled to the return of the Earnest
        Money Deposit and the parties will jointly instruct First
        American to promptly return to the Deposit, together with
        any accrued interest.  If Eddie Bauer breaches or
        defaults under the Purchase Agreement, Microsoft will
        have the right to specific performance of the Purchase
        Agreement. If Microsoft is not in material breach of the
        Purchase Agreement and either (i) Eddie Bauer withdraws
        the Sale Motion or (ii) an Approval Order has been
        entered by the Court authorizing a sale to a Successful
        Bidder, the Successful Bidder is not in breach of its                                 
        agreement to purchase the Property from Eddie Bauer and,
        notwithstanding the satisfaction or waiver of all of
        Eddie Bauer's conditions to closing, Eddie Bauer elects
        not to sell the Property to that Successful Bidder, then
        Microsoft will be entitled to the Expense Reimbursement.
        Notwithstanding anything to the contrary in the Purchase
        Agreement, Microsoft will have no right to receive the
        Expense Reimbursement if Microsoft:

             (i) becomes entitled to the Break-up Fee, or

            (ii) elects to pursue any right it may have to
                 specific performance.

Eddie Bauer believes that Microsoft does not have any interest  
with respect to the transaction that is materially adverse to  
those of Eddie Bauer, its estate or other creditors, and will  
verify the same with respect to any bidder at the Auction.

Mr. Tenzer informs the Court that no competing offeror at a  
comparable price and terms would be willing to complete the time-  
consuming and expensive due diligence and to go forward as a  
stalking horse without the protections of a break-up fee in the  
event they are outbid at the Auction and an expense reimbursement.

Under an Amended and Restated Loan and Security Agreement dated  
May 2, 2003, made by and among, inter alia, the Debtors and Bank  
of America, N.A. -- Agent for the Debtors' postpetition lenders
-- and authorized by the Court, the terms of the Sale are subject
to the approval of the Debtors' postpetition lenders under the DIP
Agreement.

Headquartered in Downers Grove, Illinois, Spiegel, Inc. --
http://www.spiegel.com/-- is a leading international general  
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores.  The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540).  James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
1,706,761,176 in debts. (Spiegel Bankruptcy News, Issue No. 29;
Bankruptcy Creditors' Service, Inc., 215/945-7000)   


TELTRONICS INC: June 30 Balance Sheet Upside-Down by $6.6 Million
-----------------------------------------------------------------
Teltronics, Inc. (OTC Bulletin Board: TELT) reported its financial
results for the three months and six months ended June 30, 2004.

Sales for the three months ended June 30, 2004 were $12.14
million, as compared to $12.97 million reported for the same
period in 2003. Sales for the six months ended June 30, 2004 were
$23.45 million, as compared to $24.55 million reported for the
same period in 2003. Gross profit margin for the three months
ended June 30, 2004 was 37.1%, as compared to 38.0% for the same
period in 2003. Gross profit margin for the six months ended June
30, 2004 was 40.8%, as compared to 39.3% for the same period in
2003. Excluding effects of the provision for slow moving
inventories, the gross profit margin for the three months and six
months ended June 30, 2004 would have been 38.1% and 41.3%,
respectively.

Operating expenses for the three months ended June 30, 2004 were
$4.30 million, as compared to $5.95 million for the same period in
2003. Operating expenses for the six months ended June 30, 2004
were $9.00 million, as compared to $11.08 million for the same
period in 2003. The net loss for the three months ended June 30,
2004 was $303,000, as compared to a net loss of $1.41 million for
the same period in 2003. The net loss for the six months ended
June 30, 2004 was $369,000, as compared to a net loss of $2.20
million for the same period in 2003. The net loss available to
common shareholders for the three months ended June 30, 2004 was
$459,000, as compared to a net loss of $1.56 million for the same
period in 2003. The net loss available to common shareholders for
the six months ended June 30, 2004 was $680,000, as compared to a
net loss of $2.50 million for the same period in 2003.

"We are obviously pleased that our cost containment is having an
effect, and that we have returned to profitability at the
operational level," stated Ewen Cameron, President and CEO. "We
are also pleased to inform you that we have concluded an agreement
with Harris that involves selling the 20-20 Patents back to Harris
in exchange for forgiveness of all the outstanding principal and
interest owed through June 30th. In so doing we are no longer in
default and we have reclassified the Harris debt as long-term. The
gain from this sale will be realized in the third quarter
results."

                      About Teltronics, Inc.

Teltronics, Inc. is dedicated to excellence in the design,
development, and assembly of electronics equipment and software to
enhance the performance of telecommunications networks. The
Company manufactures telephone switching systems and software for
small-to-large size businesses, government, and 911 public safety
communications centers. Teltronics provides remote maintenance
hardware and software solutions to help large organizations and
regional telephone companies effectively monitor and maintain
their telecommunications systems. The Company also serves as an
electronic contract-manufacturing partner to customers in the U.S.
and overseas. Further information regarding Teltronics can be
found at their web site, http://www.teltronics.com/

At June 30, 2004, Teltronics' balance sheet showed a $6,667,516
stockholders' deficit compared to a $6,124,389 deficit at December
31, 2003.


THYSSENKRUPP BUDD: Reports $7.7 Million Net Loss for 3rd Quarter
----------------------------------------------------------------
ThyssenKrupp Budd Canada, Inc., (BUD:TSX) reported a net loss of
$7.7 million on sales of $114.4 million for the third quarter
ended June 30, 2004 compared to a net loss of $5.9 million on
sales of $125.3 million for the same quarter in 2003.

Sales for the nine months ended June 30, 2004 were
$391.6 million, a decrease of $28.0 million from the same period
in 2003.  The net loss for the nine months ended June 30, 2003 was
$3.7 million or $.98 share compared to the net loss in the same
period in 2003 of $10.5 million or $2.78 a share on sales of
$419.6 million.

The lower revenue for the quarter was due mainly to decreased
sales of certain sports utility vehicle models.  In the nine-month
period, sales of the hydroformed frames were strong in the first
quarter but declined in the second and third quarters.

Due to the much lower sales of the SUVs, customer plants reduced
their production schedules during the current quarter to adjust
vehicle inventories.  The Corporation, in response shut down its
Kitchener plant for a week in June.  Results of the third quarter
ended June 30, 2004 were impacted adversely by the lower revenue
and loss in production.

                Liquidity and Capital Resources

Cash generated in operating activities for the current quarter
ended June 30, 2004 was $16.1 million, which was attributable to
lower accounts receivables due to lower sales and lower inventory
than at the commencement of the period. Year-to-date cash used in
operations was $19.0 million, which was directly related to the
change in payment terms by the Corporation's major customer in the
first quarter.  This compared to $20.2 million cash being used in
operating activities for the same nine-month period in 2003.  
As at June 30, 2004, total debt stood at $292.4 million compared
to $267.0 million as at September 30, 2003, an increase of
$25.4 million.

The Corporation is current in respect of all financial
obligations.  The Corporation's on-going viability continues to
depend on financing provided by its affiliate, ThyssenKrupp
Finance Canada, Inc., and the Corporation does not have immediate
access to other sources of liquidity.

                            Outlook

The softening of sales that started in the second quarter of
fiscal 2004 continued through the third and is expected to remain
for the balance of the fiscal year.  Incentives by the vehicle
manufacturers are escalating as the traditional big three
manufacturers strive to maintain market share.  High gasoline
prices have also had an unfavourable impact on the market for the
larger sport utility vehicles, which use the Corporation's frame
products.  As the Corporation's customers may in the future
schedule more down weeks to balance vehicle inventories, there may
be a further adverse effect on the Corporation's frame production
and sales.  The United States government increased interest rates
with the possibility of more in the near future and the Canadian
government is expected to follow suit.  Due to anticipated falling
sales along with the traditional negative impact of the two-week
summer vacation shutdown, the Corporation expects to incur a loss
in the fourth quarter.  Commencing July 1, 2004, a price decrease
demanded by the Corporation's major customer will negatively
affect the fourth quarter revenue and margin.  A further reduction
will take place in January 2005.  The total annualized effect of
these price reductions amounts to approximately $19.0 million for
the remaining term of the contract.  The Corporation will also be
phasing out the Mercedes frame in December 2004.  This vehicle is
being redesigned to a unibody construction, which will not need a
full frame.  This loss in business will have a neutral effect on
the operating results of the Corporation.  The recent actuarial
valuation of the Corporation's pension plans indicates that the
pension cash funding obligations will increase by approximately
$5.9 million payable by the end of the current fiscal year, with
no substantial change in pension expenses.  The Corporation
continues its effort to reach its cost reduction and productivity
improvement goals to minimize the impact of these issues.

ThyssenKrupp Budd Canada Inc. is an automotive manufacturer
specializing in the production of light truck and sport utility
vehicle frames and chassis components.


TRICO MARINE: Auditors Express Going Concern Doubt
--------------------------------------------------
Trico Marine Services, Inc.'s (Nasdaq: TMAR) independent
registered public accounting firm reissued its report on the
Company's financial statements for the year ended December 31,
2003 with a going concern explanatory paragraph in the Company's
amendment to its Form 10-K for the fiscal year ended December 31,
2003.

The Company originally filed its 2003 Form 10-K on March 15, 2004
and filed the Form 10-K amendment on August 9, 2004 in order to
respond to comments received from the staff of the Securities and
Exchange Commission regarding the classification of indebtedness
under the Company's Norwegian revolving credit facility.

Due to the Company's 10-K amendment, the Company's independent
registered public accounting firm was required to reissue its 2003
audit report. As previously announced, during the second quarter
of 2004, the Company defaulted under its $250 million senior
unsecured notes indenture and, due to cross-default provisions,
its $55 million secured term loan facility. Although neither the
maturity of the senior unsecured notes nor that of the secured
term loan facility has been accelerated as of the date of this
announcement, in the opinion of the Company's independent
registered public accounting firm, these events raised substantial
doubt about the Company's ability to continue as a going concern.

                       About the Company

Trico provides a broad range of marine support services to the oil
and gas industry, primarily in the Gulf of Mexico, the North Sea,
Latin America, and West Africa. The services provided by the
Company's diversified fleet of vessels include the marine
transportation of drilling materials, supplies and crews, and
support for the construction, installation, maintenance and
removal of offshore facilities. Trico has principal offices in
Houma, Louisiana, and Houston, Texas. Please visit our website at
http://www.tricomarine.com/


UAL CORP: Pilots Association Oppose Pension Contribution Deferrals
------------------------------------------------------------------
The Allied Pilots Association (APA), collective bargaining agent
for the 13,500 pilots of American Airlines (NYSE:AMR), issued the
following statement in response to the decision by United
Airlines' management to halt payments to employee pension plans:

"We agree with the Pension Benefit Guaranty Corp. that United
Airlines management should not be permitted to sidestep statutory
funding rules," said Captain Ralph Hunter, APA President.  "Not
funding their pension plans greatly increases the likelihood that
the plans will ultimately be terminated.  If that occurs, the PBGC
would face an estimated liability of $6.4 billion--its biggest
ever for a single company's pension plans.

"Last year American Airlines' employees agreed to significant
sacrifices to enable the airline to restructure independent of
Chapter 11.  When we surveyed our pilots to determine how best to
achieve the cost savings necessary to avert bankruptcy, the
response was loud and clear: our pilots were willing to make
concessions in order to preserve their pension benefits, which we
knew could be at risk in bankruptcy," said Capt. Hunter.  "... the
pension plans at American Airlines are fully funded in accordance
with the funding rules.

"United Airlines management needs to concentrate on determining
how to exit the Chapter 11 bankruptcy process without sacrificing
the hard-earned, long-promised retirement security of the
airline's employees."

Founded in 1963, APA is headquartered in Fort Worth, Texas.

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.


UNIFI INC: Moody's Junks $250 Mil. Notes & Senior Implied Rating
----------------------------------------------------------------
Moody's Investors Service downgraded Unifi, Inc.'s ratings:

   -- Senior Implied Rating, lowered to Caa1 from B2;

   -- $250 million issue of 6.5% Senior Unsecured Notes due 2008,
      lowered to Caa2 from B3.

The negative outlook was confirmed.

The downgrade reflects Moody's expectation that the company will
generate weaker than anticipated operating cash flow and gross
margins over the next eighteen months despite major restructuring
initiatives initiated over the past two years.  The downgrade also
incorporates the potential for cash restructuring charges for
fiscal 2005 and the higher than anticipated asset impairment
charges of $38 million taken in the third quarter of fiscal 2004.
The rating also considers the event risk and uncertain impact to
cash flow from a number of areas.  These include:

   * the achievement of operating benefits from the integration of
     the Kinston facility;
   
   * the potential loss of third party sales from the Kinston
     plant;

   * the potential loss of multinational sales from the closed
     Ireland plants;

   * the potential loss of revenue from the home furnishings
     segment (about 10% of sales) from the elimination of tariffs
     on sheeting products in January 2005; and

   * the potential for further asset impairment given the lack of
     EBIT return on assets.

The ratings are supported by balance sheet cash of $65 million and
an undrawn $100 million committed revolver.  The ratings benefit
from the elimination of potential cash calls related to the DuPont
Alliance that were resolved upon the sale of the Alliance assets
to Koch Industries and the subsequent sale of the Kinston plant to
Unifi.

The outlook remains negative.  Despite strong moves by the company
in the past two years to consolidate operations and close excess
capacity, the future level of sales, operating margins and cash
generation are far from certain, in our view, due to industry-wide
factors.  Any further deterioration in cash balances, cash
generation, profitability or leverage, particularly in advance of
the 2006 maturity on the credit facility, could lead to a negative
rating action.  Alternatively, improved access to alternate
liquidity combined with improved margins and cash generation could
lead to a stable outlook.

The current notching on the senior notes reflects the effective
subordination of the non-guaranteed notes to potential draws under
the guaranteed secured revolving credit facility.  Currently there
are no borrowings under the revolver and under a distress scenario
the bondholders might rely on Unifi's domestic current assets for
repayment.  However, drawdowns under the credit facility could
increase the expected loss of the bondholders and result in wider
notching on the unsecured notes.  Moody's believes that in a
distress scenario, the value of the company's domestic fixed
assets may be limited due to excess global production capacity for
yarn and the company's negative EBIT.  In addition, drawdowns
under the revolver would limit the amount of domestic current
assets available to repay the bondholders.

Moody's notes that the indenture contains a negative pledge on
assets in the event that the company incurs secured debt in excess
of 15% of consolidated net tangible assets as defined.  If the
notes become secured and guaranteed, the notching for the notes
could narrow.  The company had no secured debt outstanding at
June 27, 2004.

The company continues to face great challenges as it navigates a
fiercely competitive environment in a shrinking domestic market.  
Negative trends in volume and margins continue because of excess
domestic manufacturing capacity, higher raw material prices,
increasing volumes of lower cost imports and margin pressures
faced by the company's end-users.

Sales and profitability continue to decline materially.  Sales for
the twelve months ended June 27, 2004 were $747 million, a decline
of 12.1% from the previous year and a total decline of 51% from
the fiscal year ended June 2001.  Earnings before interest and
taxes (EBIT-- prior to $38 million of asset impairments and write
downs for fiscal 2004) was negative at $16.3 million for the
fiscal year-end June 27, 2004 compared with EBIT of $17.6 million
for the fiscal year ended June 2003.  EBIT was insufficient to
cover interest expense for the past three years.

Total debt increased by around $5.5 million in fiscal year 2004,
and is expected to increase in 2005 by at least $21 million due to
the announced acquisition of the Kinston facility.  Leverage
increased substantially due to a 47% decline in EBITDA in fiscal
2004.  Measured as total debt to EBITDA, leverage increased from
2.9 times for the fiscal year ended June 29, 2003 to 5.6 times for
the fiscal year ended June 27, 2004.  Measured as total debt plus
eight times rent over EBITDAR, leverage increased from 3.4 times
for the fiscal year ended June 29, 2003 to 6 times for the fiscal
year ended June 27, 2004.  Free cash flow is inadequate to cover
the existing debt level.

Cash and cash equivalents at fiscal year end 2004 totaled $65M.
The cash conversion cycle worsened to 83 days for fiscal 2004 from
79 days for fiscal 2003.  The increase in the cash conversion days
was a result of a 5 day increase in inventory days and a 3 day
increase in accounts receivable days, offset by an increase of
only 4 days in accounts payable.  The ratio of capital spending to
depreciation was .19 in 2004 compared to .37 in 2003, which helped
to offset the weakness in the cash conversion cycle.

The $100 million secured revolving credit facility due 2006 is the
joint and several obligation of Unifi, a holding company, and
certain of its domestic subsidiaries, primarily Unifi
Manufacturing, the primary holder of domestic assets.  The
facility is secured by eligible accounts receivable and inventory.  
The agreement was executed on December 7, 2001 and amended on
January 1, 2003 and August 6, 2003.  Drawings under the facility
are restricted by a borrowing base formula.  The credit facility
limits the maximum borrowing against inventory to $50 million and
there is a sub-limit of $10 million for the issuance of letters of
credit.

Moody's believes that the challenges caused by overcapacity in the
yarn industry, the company's history of weak earnings and asset
write-downs, and covenants within the credit facility and bond
indenture together impart a weak alternate liquidity profile.  In
a distressed scenario, Moody's believes that sales of fixed plant
would not likely be cash generative.  In addition, the company's
net losses and capital write-downs continue to reduce its
consolidated tangible equity and could one day limit the company's
ability to borrow without triggering a granting of security to the
note holders under the indenture.  Further, the company's weak
operating performance and the extensive Material Adverse Effect
language in the credit facility, leads Moody's to believe that the
credit facility may not be relied upon as a source of alternate
liquidity for the company.

Moody's notes that should availability under the credit facility
fall below 25 million, borrowings would be subject to a minimum
fixed charge coverage test of one times, measured as adjusted
EBITDA, as defined, over cash interest expense plus current
maturities of long term debt; as well as a maximum leverage test
of five times funded debt to EBITDA.  The company is currently in
compliance with these tests as it has no borrowings under the
facility.  Moody's notes that an MAE is an event of default under
the facility and the lack of an MAE is a condition precedent to
subsequent borrowings.  The bank loan is not rated by Moody's.

The indenture for the 6.5% notes contains a negative pledge on
assets in the event that the company incurs secured debt in excess
of 15% of consolidated net tangible assets as defined.  Additional
net losses or asset impairments could continue to erode the
company's consolidated tangible equity and discourage borrowing
under the credit facility.  At June 27, 2004, the covenant test
permitted in excess of $100 million of secured debt.  The
indenture has investment grade covenants and does not provide
upstream guarantees from the operating subsidiaries.

Unifi, Inc. based in Greensboro, North Carolina, is a diversified
producer and processor of textured yarns.  Its primary business is
the texturing, dyeing, twisting, covering and beaming of multi-
filament polyester and nylon yarns that are used in the production
of fabrics used for home furnishings, apparel, automotive, and
industrial applications as well as for the production of hosiery
and sewing thread. Sales for the last twelve months ended
June 27, 2004 were $747 million.


US AIRWAYS: Asks Court to Close Seven of Eight Chapter 11 Cases
---------------------------------------------------------------
Reorganized US Airways and its debtor-affiliates ask the U.S.
Bankruptcy Court for an administrative order closing seven of the
eight Chapter 11 cases:

        Debtor                                   Case No.
        ------                                   --------
        US Airways, Inc.                         02-83985
        Allegheny Airlines, Inc.                 02-83986
        PSA Airlines, Inc.                       02-83987
        Piedmont Airlines, Inc.                  02-83988
        MidAtlantic Airways, Inc.                02-83989
        US Airways Leasing and Sales, Inc.       02-83990
        Material Services Company, Inc.          02-83991

Effective July 1, 2004, Allegheny Airlines, Inc., was merged into  
Piedmont Airlines, Inc.  US Airways Services Corporation, Inc.,  
formerly known as MidAtlantic Airways, Inc., and US Airways  
Leasing and Sales, Inc., were merged into US Airways, Inc.   
Therefore, three of the pending cases pertain to Affiliate  
Debtors that no longer have a separate corporate existence.

Lawrence E. Rifken, Esq., at McGuireWoods, in McLean, Virginia,  
tells Judge Mitchell that the time has come to close the cases of  
the Affiliate Debtors and leave open only the lead case of US  
Airways Group, Inc., Case No. 02-83984-SSM.  Keeping the other  
cases open at this point serves no purpose.  Since the  
Reorganization Plan provides for equal distribution to all  
similarly situated creditors, regardless of which debtor their  
claim is against, closing all of the cases except US Airways  
Group's will have no impact on the claims resolution and  
distribution process.

The court in In re A.H. Robins Company, Inc., 219 B.R. 145, 150  
n.10 (Bankr. E.D. Va. 1998), examined the standard governing the  
closing of a Chapter 11 case and the factors that contribute to a  
determination that a Chapter 11 case has been "fully  
administered."  The standard includes examining whether:

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

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

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

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

   (5) payments under the plan have commenced; and

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

Mr. Rifken assures Judge Mitchell that the Reorganized Debtors  
meet all the factors enunciated in A.H. Robins.  The Plan became  
effective on March 31, 2003.  Moreover, the Plan has been  
"substantially consummated" pursuant to Section 1101(2)(A)-(C) of  
the Bankruptcy Code because:

      (i) All of the property proposed to be transferred has been
          transferred;

     (ii) The Reorganized Debtors have assumed the business and
          management of the property to be contemplated by the
          Plan; and

    (iii) Distributions to creditors have commenced.

The only remaining task is the resolution of disputed claims and  
making a final distribution to the holders of allowed claims.   
Mr. Rifken reports that over 6,000 claims were filed.  The  
Reorganized Debtors have filed omnibus claim objections to 5,442  
claims.  Approximately 105 claims remain disputed and unresolved.
(US Airways Bankruptcy News, Issue No. 60; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


WILSONS LEATHER: Second Quarter Net Loss Widens to $30.4 Million
----------------------------------------------------------------
Wilsons The Leather Experts Inc. (Nasdaq:WLSN) reported second
quarter and year-to-date operating results.

Net sales at Wilsons Leather stores for the second quarter ended
July 31, 2004, decreased 7.4% to $55.3 million compared to $59.8
million for the same period last year. Comparable store sales for
the thirteen-week period increased 11.0% versus a 5.6% decrease in
the prior-year second quarter.

Wilsons Leather reported a net loss for the quarter of $30.4
million compared to a net loss of $21.6 million in the second
quarter of 2003. Included in the results for the current second
quarter is an after-tax loss of $8.2 million primarily related to
lease termination costs and fixed asset writeoffs related to the
previously announced closing of approximately 111 stores and other
restructuring charges. The net loss for the second quarter, when
adjusted to remove the $8.2 million in charges related to store
closings and restructuring, was $22.2 million. The operating loss
for the quarter was $28.5 million, and when adjusted to remove the
$8.2 million in charges related to store closings and
restructuring, was $20.3 million, and compares to an operating
loss of $33.5 million in the year-ago second quarter, a 39.5%
improvement.

Year-to-date net sales decreased 1.3% to $153.1 million compared
to $155.1 million for the first half of 2003. Sales for the
current fiscal year include $20.8 million in liquidation sales
resulting from the transfer of inventory to an independent
liquidator in conjunction with the previously announced closing of
approximately 111 stores that was completed in April. Comparable
store sales for the current six-month period increased 3.1% versus
a comparable store sales decrease of 2.2% in the same prior-year
period. Comparable store sales for the year to date do not include
sales from the stores that were liquidated.

The net loss for the current six-month period was $57.2 million,
or $2.42 per basic and diluted share, compared to a net loss of
$34.3 million in the first half of 2003. Included in the results
for this year is an after-tax loss of $22.4 million primarily
related to the transfer of inventory to an independent liquidator
in conjunction with the closing of approximately 111 stores,
accelerated depreciation, fixed asset writeoffs, and lease
termination costs related to store closings and other
restructuring charges. The net loss for the year, when adjusted to
remove the $22.4 million in charges related to store closings and
restructuring, was $34.8 million, or $1.47 per basic and diluted
share. The operating loss for the year was $52.5 million, and when
adjusted to remove the $22.4 million in charges related to store
closings and restructuring, was $30.1 million, and compares to an
operating loss of $52.5 million in the year-ago period, a 42.6%
improvement.

A reconciliation of the operating loss, net loss and basic and
diluted loss per share with and without the charges related to
store closings and other restructuring charges appears in an
accompanying table. Operating loss, net loss and basic and diluted
loss per share excluding these restructuring and other charges are
measures of performance that are not defined by generally accepted
accounting principles and should be viewed in addition to, and not
in lieu of, the operating loss, net loss and basic and diluted
loss per share as reported on a GAAP basis.

Joel Waller, Chairman and Chief Executive Officer, commented, "We
are pleased with our results during the second quarter. Sales in
both our mall-based and outlet stores were strong during the
quarter and we are encouraged by the performance of our new fall
merchandise. Our margin rates for both the quarter and year are
ahead of last year and give us confidence that the structural
changes we have made in the business are beginning to take hold.
Our balance sheet continues to strengthen. We completed our
refinancing of the 11-1/4% Senior Notes during the quarter, and
have paid the remaining outstanding notes in full at maturity. We
continue to have operating cash on hand, our revolver borrowing
remains at zero and we do not expect to have to access our
revolver until the end of August or early September. We look
forward to continuing our efforts to drive our business forward."

August comparable store sales for the month are trending better
than expected. As such, Wilsons Leather expects that August
comparable store sales will be in the mid to high single digits.
When the Company released July comparable store sales results, it
had anticipated that comparable store sales for August would be in
the low single digits.

Wilsons Leather updated guidance for the fiscal year ending
January 29, 2005, to reflect the impact of its refinancing
efforts. The Company continues to anticipate full year net sales
in the range of $410.0 to $430.0 million. For the full year, basic
and diluted loss per share is now expected to be between $0.82 and
$0.99. Included in the basic and diluted loss per share are
restructuring and other charges of approximately $25.0 million, or
$0.80 per basic and diluted share, related to the store closures
and restructuring.

                     About Wilsons Leather

Wilsons Leather is the leading specialty retailer of leather
outerwear, accessories and apparel in the United States. As of
July 31, 2004, Wilsons Leather operated 453 stores located in 45
states and the District of Columbia, including 329 mall stores,
108 outlet stores and 16 airport stores. The Company regularly
supplements its permanent mall stores with seasonal stores during
its peak selling season from October through January.

                           *   *   *     

In its Form 10-Q for the quarterly period ended May 1, 2004,      
Wilsons the Leather Experts Inc. reports:     
     
"The Company currently does not have the funds to pay the      
outstanding principal amount of the 11-1/4% Senior Notes when   
they are due on August 15, 2004. The senior credit facility   
prohibits the Company from incurring any indebtedness which   
refunds, renews, extends or refinances the 11-1/4% Senior Notes
on terms more burdensome than the current terms of such notes,
and the rate of interest with respect to any replacement notes
cannot exceed the sum of the rate of interest on United States
treasury obligations of like tenor at the time of such refunding,
renewal, extension or refinancing, plus 7.0% per annum. The
Company anticipates that it will not be able to refund, renew,
extend or refinance the 11-1/4% Senior Notes with indebtedness
that would comply with such limitations. However, if the Company
completes a sale of its capital stock by August 15, 2004, on terms
that are acceptable to the lenders under the senior credit
facility, such lenders have agreed that the Company may use the
proceeds from such sale to pay the 11-1/4% Senior Notes.  The
lenders have agreed that the terms of the Equity Financing if
consummated, would be acceptable for this purpose. If the Company
is unable to close the Equity Financing for any reason, it will
need to find an alternative source of permitted financing for the
repayment of the 11-1/4% Senior Notes before it will be permitted
to borrow under the senior credit facility. The Company
anticipates that it will need to access the revolving portion of
the senior credit facility by the middle of July 2004."


WORLDCOM: Asks Court to Avoid Transfers Under Section 547(b)
------------------------------------------------------------
Mark G. Ledwin, Esq., at Wilson, Elser, Moskowitz, Edelman &  
Dicker, LLP, in White Plains, New York, relates that during the  
90 days before the Petition Date, WorldCom, Inc. and its debtor-
affiliates transferred property in the form of payments or
transfers of goods to 27 creditors:

    (1) Advanced Cellular Communications,
    (2) Allstate Cellular of San Diego, Inc.,
    (3) Burns International Security Services Corporation,
    (4) Cellular Network Communications Group,
    (5) Cellupage City,
    (6) Championship Auto Racing Teams,
    (7) Comstor, Inc.,
    (8) Covantage,
    (9) Dallas Airmotive,
   (10) Easy Wireless, Inc.,
   (11) Group Health Plans,
   (12) Group Premium & Enrollment Service,
   (13) Hartford Life Insurance Companies,
   (14) ILine, LLC,
   (15) John Deere Health Plan,
   (16) Jones Boys Sales Promotion Co.,
   (17) Law Office of Herbert Hafif,
   (18) M Wireless, Inc.,
   (19) MQ Software, Inc.,
   (20) Mobile Solution Corporation,
   (21) Oxford Health Plan-CT,
   (22) Pinkertons, Inc.,
   (23) Tech Data Corporation,
   (24) Unum Life Insurance Company of America,
   (25) Wellmark Blue Cross Blue Shield,
   (26) WorldPoint Communications, Inc., and
   (27) Kelly Temporary Services

The Transfers were made:

   -- to or for the benefit of the Creditors; or

   -- for or on account of an antecedent debt owed by the Debtors  
      to the Creditors prior to the date on which the Transfers  
      were made.

Mr. Ledwin tells the Court that the Transfers are preferential in  
nature because the Transfers enabled the Creditors to receive  
more than they would have received if:

   -- the Debtors' bankruptcy cases were commenced under
      Chapter 7 of the Bankruptcy Code;

   -- the Transfers had not been made; and  

   -- the Creditors received payment of the debt relating to each  
      Transfer to the extent provided by the Bankruptcy Code.

The Debtors were insolvent when the Transfers were made.

Under Section 547(b) of the Bankruptcy Code, the Debtors may  
avoid the transfers and recover the property transferred, or the  
value of the Transfers, from the Creditors.

MCI, Inc., as the Representative of the Debtors' Estates,  
therefore, asks the Court to:

   (a) declare the Transfers as preferential under Section
       547(a);

   (b) avoid and set aside the Transfers under Section 547(b);

   (c) award the Debtors judgment against the Creditors in the  
       amount of the Transfers, and direct the Creditors to  
       immediately pay the Debtors the Transfers, or an amount  
       equal to the Transfers, plus the amount of any additional  
       transfers of property of the Debtors made to the Creditors  
       during the Preference Period that discovery may reveal,  
       pursuant to Section 550, together with the interest  
       calculated from the dates of the Transfers; and

   (d) disallow any claim filed by the Creditors until the
       Creditors:

       (1) turn over to the Debtors any property deemed
           recoverable pursuant to Section 550; or

       (2) have paid the amount for which they are liable.

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)  


* Pillsbury Winthrop Expands L.A. Firm with Four Senior Litigators
------------------------------------------------------------------
Clifford C. Hyatt, a former Deputy Assistant Regional Director for
the Securities and Exchange Commission, and Aaron S. Dyer, a
former Assistant U.S. Attorney (AUSA) in Los Angeles, have joined
Pillsbury Winthrop LLP's Los Angeles office as partners. Hyatt
comes from Chadbourne & Parke; and Dyer from O'Melveny & Myers.

Also joining are two other litigation attorneys, Michael L.
Armstrong from Morgan Lewis as of counsel and David L. Stanton, an
associate, from Chadbourne & Parke.

Cliff Hyatt is a former SEC attorney who spent more than a decade
in the enforcement division. As an enforcement officer Mr. Hyatt
managed a team of attorneys who investigated and litigated cases
involving accounting and financial fraud, insider trading,
Internet fraud, stock manipulation, and broker-dealer, investment
company and investment advisor compliance issues. More recently,
Hyatt has developed an extensive record representing major broker-
dealers and financial institutions before the SEC, NASD and state
securities agencies in various conflict-related investigations,
including investigations involving mutual fund share classes,
market timing, revenue sharing and variable annuities. Mr. Hyatt's
unique experience in the area of securities litigation and a
strong SEC background has attracted a broad range of high-profile
financial clients.

Aaron Dyer spent almost seven years as a federal prosecutor in the
United States Attorney's Office in Los Angeles. He has tried a
number of complex fraud cases, including securities, bank, tax and
investment fraud. Dyer's practice areas include white collar
criminal defense, health care, corporate governance and compliance
programs, intellectual property and civil litigation.

Mr. Dyer brings extensive trial experience in U.S. District Court
and appellate experience in the Ninth Circuit Court of Appeals. He
has tried numerous complex fraud cases, including the money
laundering prosecution of the leader of the Southern California
faction of the Montana Freemen Militia.

"The arrival of Cliff Hyatt and Aaron Dyer supports our national
strategy to enhance our core strengths in securities litigation
and regulatory matters," says Firm Chair Mary Cranston. Many of
the firm's attorneys in the Corporate Investigations and White
Collar Defense practice bring experience as former federal
prosecutors and regulators.

Michael Finnegan, who serves as a member of Pillsbury Winthrop's
Managing Board and previously chaired the firm's Los Angeles
Business Litigation practice, says, "These are great skill sets --
the prosecutorial and the securities regulation experience are
critical in today's corporate litigation. These additions
strengthen and complement our litigation practice and expand our
relationship with clients such as Wells Fargo and Morgan Stanley."

"The dramatic increase in white-collar criminal prosecutions, and
the enactment of federal legislation imposing higher standards and
tougher penalties on corporations demand that we add to the
attorneys currently serving our clients," says Jeff Ross, Co-
Leader of the firm's Corporate Investigations and White Collar
Defense practice team. "As a former AUSA, Aaron's experience in
corporate compliance, and SEC investigations will complement the
firm's strong corporate investigations and criminal defense
practice in California and New York."

According to Cliff Hyatt, "I am excited about joining a firm with
the history and prestige of Pillsbury Winthrop, and I look forward
to working with my new colleagues to enhance Pillsbury Winthrop's
reputation as a 'go to' firm for securities litigation and
regulatory matters." The arrival of the four attorneys brings the
number of attorneys in the Los Angeles and Century City offices to
97. For Mr. Dyer, the attraction to Pillsbury Winthrop's platform
is "Its national depth and the excellent attorneys in place. The
fit is perfect for my white collar, corporate/SEC investigations
and IP litigation background," says Mr. Dyer.

The other two senior litigators bring exceptional skills and solid
experience as well. Michael Armstrong's emphasis is in complex
commercial litigation and bankruptcy litigation. As a senior
counsel, he worked with a major oil company in franchise-related
matters and litigated commercial matters with an emphasis on
bankruptcy. Mr. Armstrong's primary defense work is for oil
companies facing lawsuits under the Petroleum Marketing Practices
Act. In addition, he has broad experience in workouts and
restructurings.

David Stanton is a fifth-year associate. His work is in securities
litigation representing organizations and individuals. Mr.
Stanton's experience includes advising on regulatory issues,
compensation, customer disclosure requirements, advertising
regulations and document retention rules. Mr. Stanton also has
worked on numerous mediations and successfully negotiated dozens
of settlements.

Mr. Hyatt received his B.A. from Fordham College and his J.D. from
George Washington University National Law Center. Mr. Dyer
received his B.S. from the University of Southern California and
J.D. from the University of California, Los Angeles. Mr. Armstrong
received his B.A. cum laude from Brigham Young University, his
M.B.A. with honors from Brigham Young University and his J.D. cum
laude from Brigham Young University. He is also fluent in
Cantonese Chinese. Mr. Stanton received his B.A. from St. John's
College and his J.D. from the University of California, Berkeley,
School of Law.

Attorneys in the firm's Los Angeles office provide experience in
commercial litigation, intellectual property, real estate, and
corporate transactions for clients in the industries of banking
and finance, high technology, entertainment, automotive,
aerospace, and manufacturing and service.

Pillsbury Winthrop is an international law firm with core practice
areas in capital markets, real estate, financial services,
litigation, intellectual property, global energy and technology.
The firm has 16 offices worldwide. For more information, please
visit http://www.pillsburywinthrop.com/


                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
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 ***