TCR_Public/040824.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, August 24, 2004, Vol. 8, No. 179

                          Headlines

A.B. DICK: Wants to Continue Hiring Squire Sanders as Counsel
ACCLAIM ENT: Replacing GMAC Loan Facility with Potential Lender
AIR AMBULANCE: Case Summary & 17 Largest Unsecured Creditors
AIR CANADA: Justice Hoy Frees Air Canada from $1.6MM Lease Arrears
ALASKA AIRLINES: Cutting 150 Jobs to Save $5 to $10 Million

ALLEGHENY ENERGY: S&P Raises Corporate Credit Rating to 'B+'
ALLEGHENY ENERGY: Files SEC Papers to Register 4.5 Million Shares
ALLIANCE HOLDINGS: Fitch Holds 'CC' Rating on $44MM Senior Notes
ARCH COAL: Completes $364 Million Triton Coal Acquisition
ARMOR HOLDINGS: Wins 3-Year $461 Million Defense Contract

ASPEN TECH: BASF Implements Manufacturing Info Management Solution
BREUNERS HOME: Look for Bankruptcy Schedules Late This Week
CATHOLIC CHURCH: Hires Rothgerber as First Amendment Counsel
CCC INFORMATION: Extends $210 Million Self-Tender Offer to Friday
CHAPCO CARTON: U.S. Trustee Names 9-Member Creditors' Committee

CITIZENS COMMS: D&E Communications Completes Stock Repurchase
CLASSIC CONSTRUCTION: Case Summary & Largest Unsecured Creditors
COMMUNITY HEALTH: Fitch Assigns BB Rating to New $1.625B Bank Loan
CYGNUS BUSINESS: Division Restructures Printing & Graphics Mags
EMPIRE FIN'L: Stockholders' Deficit Climbs to $1.4MM at June 30

ENRON CORP: Enters $3 Million Methanol Purchase Pact with BASF
ENRON CORP: JPMorgan Wins Enron-Related Lawsuit against West LB
FLEMING COMPANIES: Emerges From Chapter 11 Bankruptcy Protection
FLEMING COS.: Wants Court Nod on Associated Grocers Stipulation
FRANKLIN CAPITAL: Former Auditors Express Going Concern Doubt

FRIEDMAN'S INC: Lenders Approve Proposed Credit Pact Restructuring
F.T. WILLIAMS: Administrator Names 6-Member Creditors Committee
GALEY & LORD: Hires Dechert LLP as Lead Bankruptcy Counsel
GENERAL GROWTH: Rouse Acquisition Prompts Fitch's Rating Watch
GENERAL GROWTH: Rouse Merger Spurs S&P's CreditWatch

GLOBAL CROSSING: Court Extends Service Period to Sept. 24
GMAC COMM'L: Fitch Places 3 Classes on Rating Watch Negative
GRUPO IUSACELL: Inks Final Contract with Operadora Unefon
HI-RISE RECYCLING: Hires Shearman & Sterling as Special Counsel
HYPERTENSION DIAGNOSTICS: Dismisses Ernst & Young as Auditors

INDYMAC ABS: Fitch Downgrades Class BV Notes to 'BB' from 'BBB'
INTEGRATED HEALTH: Prepares for Distribution to Premiere Creditors
JONES LEGACY I: Case Summary & 8 Largest Unsecured Creditors
KAISER ALUMINUM: Court Okays Settlement with National Entities
KING SERVICE: Wants to Employ Segel Goldman as Attorneys

LIQUIDMETAL TECH: Completes $5.5 Million Senior Debt Offering
METALLURG INC: S&P Raises Senior Debt Ratings to CCC & CC
METROPCS INC: Delays Filing Second Quarterly Report with SEC
MIRANT CORP: Wants Court to Reconsider Expanding Examiner's Role
NEWMARKET TECH: 2nd Quarter Results Show Dramatic Turnaround

NORTEL NETWORKS: Obtains New Waiver from Export Development Canada
NQL DRILLING: Bits Business $17 Mil. Asset Sale Ends Restructuring
ORDERPRO LOGISTICS: Neg. Fin'l Results Prompt Going Concern Doubt
ORDERPRO LOGISTICS: Updates New Web Look as Part of Restructuring
OXFORD AUTOMOTIVE: Names David Treadwell Chief Executive Officer

PAXSON COMMUNICATIONS: NBC Files Complaint re Investment Terms
PG&E NATIONAL: Wants Court OK on IPP Portfolio Bidding Procedures
PG&E NATIONAL: Court Okays $15 Million Break-up Fee for Denali
POLO BUILDERS: Committee Wants Freeborn & Peters as Counsel

RANGE RESOURCES: Files Universal Shelf Reg. Statement with SEC
RCN CORP: Files Joint Reorganization Plan & Disclosure Statement
RCN CORP: Court Gives Final Okay to Blackstone Group's Employment
RCN ENTERTAINMENT: Case Summary & 14 Largest Unsecured Creditors
SALTIRE INDUSTRIAL: Taps Togut Segal as Bankruptcy Attorneys

SIX FLAGS: Weak Operating Outlook Triggers S&P's Low-B Ratings
SOLECTRON CORP: Secures 3-Year $500 Million Revolving Credit Loan
STRATUS TECH: S&P Affirms 'B' Rating & Revises Outlook to Negative
TANGO INC: Projects $6.5 Million Increase in FY 2005 Revenue
TELEWEST COMMS: Fitch Raises Long-Term Credit Rating to 'CCC+'

TOM'S FOODS: S&P Places Low-B Ratings on CreditWatch Negative
TRAINER WORTHAM: Fitch Affirms 'BB' Rating After Review Process
U.S. CANADIAN: Completes $2 Mil. Foreclosure Sale on Nevada Unit
U.S. PLASTIC: Settles AMPAC Balance with Property Turn-Over
UAL CORP: Asks Court to Okay Avoidance Action Settlement Protocol

UAL CORP: Flight Attendants Demand Employee Pension Contributions
US AIRWAYS: Alabama's Aircraft Claims Allowed for $98.7 Million
US AIRWAYS: S&P Downgrades Junk Ratings as Deadlines Approach
WAVELAND-INGOTS: Fitch's Average Rating Factor Stays at 'BB-'
WEIRTON STEEL: Asks Court to Compel United Bank to Turn Over Funds

ZIM CORP: Recurring Losses Raise Going Concern Doubt

* Large Companies with Insolvent Balance Sheets

                          *********

A.B. DICK: Wants to Continue Hiring Squire Sanders as Counsel
-------------------------------------------------------------
A.B. Dick Company and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
continue employing Squire Sanders & Dempsey L.L.P., as their
corporate counsel.

Squire Sanders has represented the Debtors since 1998 in many
areas, including, inter alia, corporate governance, mergers and
acquisitions, tax, financing, and the proposed sale of their
businesses to Presstek, Inc.

The Debtors believe that Squire Sanders is well qualified and able
to represent them because of the firm's familiarity with their
business and financial affairs and many of the potential legal
issues that may arise in their chapter 11 restructuring.

Squire Sanders is expected to:

    a) provide the Debtors advice in connection with the
       proposed transactions involving the sale of the Debtors
       businesses;

    b) provide the Debtors advice in connection with their
       obligations to comply with various environmental,
       employee benefit and labor laws and regulations; and

   c) provide advice regarding matters to come before the boards
      of directors of the Debtors and the boards' fiduciary
      obligations with respect to same.

The current hourly rates charged by Squire Sanders professionals
who will render services to the Debtors are:

      Professional           Designation     Hourly Rates
      ------------           -----------     ------------    
      Joseph C. Weinstein    Partner            $495
      G. Christopher Meyer   Partner             485
      David A. Zagore        Partner             390
      Jordan A. Kroop        Partner             315
      Christopher W. Haffke  Associate           315
      Roger M. Gold          Associate           275
      Anthony M. Smits       Associate           240
      Patrick J. Brooks      Associate           240

To the best of the Debtors knowledge, Squire Sanders is
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Niles, Illinois, A.B. Dick Company --
http://www.abdick.com/-- is a leading global supplier to the  
graphic arts and printing industry, manufacturing and marketing
equipment and supplies for the global quick print and small
commercial printing markets.  Together with 3 of its debtor-
affiliates, A.B. Dick filed for chapter 11 protection on
July 13, 2004 (Bankr. Del. Case No. 04-12002).  Frederick B.
Rosner, Esq., at Jaspen Schlesinger Hoffman and Jami B. Nimeroff,
Esq., at Buchanan Ingersoll P.C., represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, they listed over $10 million in estimated assets
and estimated debts in over more than $100 million.


ACCLAIM ENT: Replacing GMAC Loan Facility with Potential Lender
---------------------------------------------------------------
The extension agreement with Acclaim Entertainment, Inc.'s
(Nasdaq: AKLM) primary lender, GMAC Commercial Finance LLC, to
extend GMAC CF's previously announced termination of the Company's
credit facility, expired on August 20, 2004.

The Company is in negotiations with a new proposed lender seeking
to replace the GMAC CF credit facility. The replacement of the
GMAC CF facility will be subject to the execution and delivery of
definitive legal documentation by the Company, GMAC CF and the new
lender; provided that there can be no assurance that the new
lender will consummate the proposed transaction. Pending the
outcome of these negotiations, GMAC CF has agreed to refrain from
exercising its remedies against the Company. If these negotiations
are unsuccessful and GMAC CF exercises its remedies, then the
Company would be forced to seek the protection of the bankruptcy
laws.

In addition, the Company had received notice from the Nasdaq Stock
Market that delisting proceedings had been initiated against the
Company due to the Company's inability to meet the minimum market
capitalization continued listing requirements of the Nasdaq Small
Cap Market, as set forth in Marketplace Rule 4310(c)(2)(B)(ii),
and the Company's failure to file its quarterly report on Form 10-
Q for the period ended June 27, 2004, as required by Marketplace
Rule 4310(c)(14). The Company intends to appeal Nasdaq's delisting
decision and expects to regain compliance as a timely filer once
it files its Form 10-Q with the Securities and Exchange
Commission, as soon as possible. During the appeal process with
Nasdaq, the Company's securities will continue to trade on the
Nasdaq Small-Cap Market pending a final determination.

In the event that the Company's securities are delisted from The
Nasdaq Stock Market, then the Company's securities will be
reported on the OTC Bulletin Board(R)(OTCBB) so long as two or
more broker/dealers make a market in the Company's securities and
the Company becomes current and continues to remain current with
its filings with the Securities and Exchange Commission.

                 About Acclaim Entertainment

Based in Glen Cove, New York, Acclaim Entertainment, Inc., is a
worldwide developer, publisher and mass marketer of software for
use with interactive entertainment game consoles including those
manufactured by Nintendo, Sony Computer Entertainment and
Microsoft Corporation as well as personal computer hardware
systems.  Acclaim owns and operates five studios located in the
United States and the United Kingdom, and publishes and
distributes its software through its subsidiaries in North
America, the United Kingdom, Australia, Germany, France and
Spain.  The Company uses regional distributors worldwide.  Acclaim
also distributes entertainment software for other publishers
worldwide, publishes software gaming strategy guides and issues
"special edition" comic magazines periodically.  Acclaim's
corporate headquarters are in Glen Cove, New York and Acclaim's
common stock is publicly traded on NASDAQ.SC under the symbol
AKLM. For more information visit http://www.acclaim.com/

At March 31, 2004, Acclaim Entertainment's balance sheet
reflects a $97,983,000 stockholders' deficit, compared to a
$55,088,000 deficit at March 31, 2003.


AIR AMBULANCE: Case Summary & 17 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Air Ambulance by B & C Flight Management
        4650 College Blvd., Suite 202
        Overland Park, Kansas 66211

Bankruptcy Case No.: 04-41866

Chapter 11 Petition Date: August 20, 2004

Court: Southern District of Texas (Houston)

Judge: Letitia Z. Clark

Debtor's Counsel: H. Miles Cohn, Esq.
                  Sheiness, Scott, Grossman & Cohn, LLP
                  1001 McKinney, Suite 1400
                  Houston, TX 77096
                  Tel: 713-374-7020
                  Fax: 713-374-7049

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 17 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Forgy and Company, LLC                      $27,465

Premium Financing Specialists               $11,071

RIM Aviation, Inc.                           $8,293

Premium Financing Specialists                $7,778

Coats & Evans                                $7,756

Meca                                         $7,752

Houston Air Service Interiors                $2,779

Universal Weather & Aviation, Inc.           $2,204

CB Avionics, Inc.                            $1,698

Paladin Aviation                             $1,642

Handy Page                                     $582

Whitney National Bank                          $250

Duncan Aviation                             Unknown

Frank W. Harley                             Unknown

Honeywell                                   Unknown

Honeywell                                   Unknown

Xerox                                       Unknown


AIR CANADA: Justice Hoy Frees Air Canada from $1.6MM Lease Arrears
------------------------------------------------------------------
As previously reported, New GSM Holding Corporation leases to Air
Canada the premises at 355 Portage Avenue, in Winnipeg, Manitoba,
which houses the primary data center for Air Canada's worldwide
passenger reservation system.  The Lease is for a 27-year term,
beginning December 31, 1996.  The Lease requires Air Canada to pay  
$6,253,600 as Fixed Net Rent plus $286,000 as Additional Fixed  
Net Rent, per annum, together with other obligations payable as  
rent under the Lease.

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

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

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

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

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

                Court Dismisses Debtors' Motion

The Honorable Madam Justice Alexandra Hoy of the Ontario Superior
Court of Justice does not accept New GSM's argument that providing
Air Canada with the right to repudiate leases in the Initial
Order, and specifying therein that the consequences of termination
would be dealt with in the Plan, means that arrears of rent in
respect of the pre-filing period for leases that were not
repudiated cannot be dealt with by the Plan.  "This provision must
be viewed in light of the Claims Procedure Order."

Mm. Justice Hoy notes that New GSM did not appeal the Claims
Procedure Order.  If the Court sanctions the Plan, New GSM's
Claim for pre-filing rent will be compromised and fully satisfied
by the Plan.  New GSM will be deemed to have waived the default
under the lease.

Mm. Justice Hoy further rules that Air Canada's decision not pay
the pre-filing rent is not a unilateral amendment of New GSM's
lease.  Rather, Air Canada is attempting to act in a manner
consistent with the Plan.

"[I]t is not appropriate for me to, at this juncture, order Air
Canada to pay all amounts due under the lease as a condition of
continued occupancy.  It is, of course, open to New GSM to oppose
court sanction of the Plan on the basis that the Plan is not fair
in this respect," Mm. Justice Hoy explains.

While New GSM may argue that the leased premises houses the
primary data center for Air Canada's worldwide passenger
reservations systems and are, therefore, critical to Air Canada's
business, Mm. Justice Hoy finds that it remains within Air
Canada's discretion -- not the Court's -- to determine which
creditors are "critical suppliers."

Mm. Justice Hoy defers ruling on the issue of whether Air Canada
should be required to designate New GSM's lease as an "Unaffected
Contract" for purposes of the Plan.

"[I]t is inappropriate for the Court to consider the specific
provisions of the Plan until it has been approved by the creditors
and is brought to the Court for sanction," Mm. Justice Hoy
explains.  "[T]his issue should be deferred until the
consideration of the fairness of the Plan in the context of the
sanction hearing."

Mm. Justice Hoy also dismisses New GSM's request to attorn rents
due from Air Canada's sublessees in respect of the premises, to
the extent Air Canada continues defaulting under its obligations
to New GSM as head lessor.

"While I appreciate that New GSM considers it unfair that Air
Canada be able to collect rent from its sub-lessee in respect of
the pre-filing period and then compromise the rent owing to New
GSM in respect of the same period, if the Plan is approved by
creditors and sanction, as is, the default in payment of rent will
. . . be waived," Mm. Justice Hoy notes.

Headquartered in Saint-Laurent, Quebec Canada, Air Canada --
http://www.aircanada.ca/-- represents Canada's only major  
domestic and international network airline, providing scheduled
and charter air transportation for passengers and cargo. The
Company filed for CCAA protection on April 1, 2003 (Ontario
Superior Court of Justice, Case No. 03-4932) and Section 304
petition with the U.S. Bankruptcy Court for the Southern District
of New York (Case No. 03-11971).  Matthew A. Feldman, Esq., and
Elizabeth Crispino, Esq., at Willkie Farr & Gallagher serve as the
Debtors' U.S. Counsel.  When the Debtors filed for protection from
its creditors, they listed C$7,816,000,000 in assets and
C$9,704,000,000 in liabilities. (Air Canada Bankruptcy News, Issue
No. 46; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALASKA AIRLINES: Cutting 150 Jobs to Save $5 to $10 Million
-----------------------------------------------------------
Alaska Airlines began offering a voluntary severance package to
management employees as a precursor to a reorganization that will
eliminate about 9% of its management positions between now and
spring 2005.

Alaska anticipates a reduction of up to 150 employees resulting in
permanent annual savings ranging between $5 and $10 million.

"The reasons for the reorganization are to speed decision-making
and to improve communication and accountability," said CEO Bill
Ayer in a memo to all management employees.

Mr. Ayer said the aim is to improve execution by eliminating some
of the layers of management that served the airline well in a
different era, but now must meet a tougher standard in view of the
changes and challenges facing the industry.

Mr. Ayer said an outline of the overall management restructuring
has been mapped out.  It will be adjusted in September prior to
implementation depending upon how many management employees
voluntarily choose to leave.

"We recognize the key role that employees have played over the
years and, for those who leave, we want to make the transition as
smooth as possible," Mr. Ayer said.  "So we've crafted a generous
severance package, one that compares favorably to any offered
since 9/11 triggered 100,000 layoffs at other airlines."

The voluntary program is being offered to all management
personnel. Acceptance of applications, as well as the timing of
the departure of personnel, will be based upon the needs of the
company's operations.  

Among the features:  

      -- two weeks of pay for each year of service;

      -- a bonus of between $3,000 and $15,000 depending on length
         of service;

      -- one year of healthcare coverage; and travel benefits for
         the employee and eligible dependents.

"Since 9/11, and especially since we unveiled our broad-based
Alaska 2010 repositioning plan last summer, we have looked -- and
will continue to look -- at every possible way to strengthen this
airline to compete successfully over the long-term," Mr. Ayer
said.

The management reorganization will not affect any of the airline's
current routes and services.

Alaska Airlines is the nation's ninth largest carrier.  Alaska and
its sister carrier, Horizon Air, together serve more than 80
cities in Alaska, the Lower 48, Canada and Mexico.  For more news
and information, visit the Alaska Airlines Newsroom on the
Internet at http://newsroom.alaskaair.com/

Seattle-based Alaska Air Group is the parent company of Alaska
Airlines and Horizon Air Industries. The company and its sister  
carrier, Horizon Air, together serve 80 cities in Alaska, the  
Lower 48, Canada and Mexico.  

As previously reported, Standard & Poor's Ratings Services lowered
its ratings on Alaska Air Group Inc. and subsidiary Alaska
Airlines Inc., including lowering the corporate credit rating on
both to 'BB-' from 'BB.' Ratings were removed from CreditWatch,
where they were placed March 18, 2003. The outlook is negative.


ALLEGHENY ENERGY: S&P Raises Corporate Credit Rating to 'B+'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
ratings on Allegheny Energy Inc. and its subsidiaries to 'B+' from
'B'. The outlook is positive.

As of June 30, 2004, the Greensburg, Pa.-based company had $5.1
billion of nonsecuritization debt outstanding.

"The rating action reflects the company's improved financial
performance from a very weak level and expectation of sustained
profitability," said Standard & Poor's credit analyst Tobias
Hsieh.

"The higher rating on Allegheny reflects that of a company whose
business risk profile is improving toward that of a typical
integrated utility, but still heavily burdened with debt incurred
from largely discontinued merchant and trading operations," said
Mr. Hsieh.

The positive outlook reflects Standard & Poor's expectation that
the company will continue to execute on its plan to pay down $1.5
billion or more of debt between December 2003 and the end of 2005.

Increased progress selling assets, paying down debt and
stabilizing cash flow, or positive outcomes from rate filings
could lead to further ratings upgrades.

Allegheny owns about 11,500 MW of generation capacity and serves
about 1.5 million customers. Allegheny's service territory spans
five states, Pennsylvania, West Virginia, Maryland, Ohio, and
Virginia.


ALLEGHENY ENERGY: Files SEC Papers to Register 4.5 Million Shares
-----------------------------------------------------------------
Allegheny Energy, Inc., a registered holding company, has filed an
Application/Declaration pursuant to Sections 6(a) and 7, and Rule
54 under the Public Utility Holding Act of 1935, as amended,
requesting that the Securities & Exchange Commission authorize
Allegheny to issue shares of common stock, $1.25 par value,
pursuant to a Stock Unit Plan.  

Pursuant to the Plan, Allegheny proposes to issue up to 4,500,000
shares of common stock to settle stock units issued to employees
who are essential for Allegheny's growth and profitability.
Specifically, upon vesting of each Unit, participants in the
Plan will receive one share of Allegheny common stock for each
Unit, as well as dividends paid by Allegheny during the period the
Unit was held. Allegheny requested expedited treatment of the
Application/Declaration. Expedited treatment is appropriate, in
the opinion of Allegheny Energy, in that authorizing Allegheny to
issue common stock to settle Units will enable Allegheny to reduce
earnings volatility associated with the Units, conserve cash
and increase common stock capitalization.

Allegheny therefore requested that the Commission issue an order
authorizing the transactions contemplated in the
Application/Declaration on, or before, June 30, 2004.

The Plan became effective upon its approval by Allegheny's Board
of Directors on May 14, 2004. At that time, 3,414,048 Units that
had previously been granted to certain of Allegheny's executive
officers pursuant to employment agreements were made subject to
the Plan, as consented to by each of the relevant executive
officers. Subject to adjustment as provided under the Plan, the
total number of Units authorized under the Plan is 4,500,000,
inclusive of the Outstanding Units. If any award pursuant to the
Plan is forfeited or otherwise terminated, or is cancelled prior
to the vesting of any Units, then the Units covered by such award,
to the extent of such forfeitures, termination or cancellation,
shall again be available under the Plan.

Headquartered in Greensburg, Pennsylvania, Allegheny Energy is an
integrated energy company with a portfolio of businesses,
including Allegheny Energy Supply, which owns and operates
electric generating facilities, and Allegheny Power, which
delivers low-cost, reliable electric and natural gas service to
about four million people in Pennsylvania, West Virginia,
Maryland, Virginia and Ohio. More information about Allegheny
Energy is available at http://www.alleghenyenergy.com/

                         *     *     *

As reported in the Troubled Company Reporter's March 18, 2004,
edition, Fitch Ratings affirmed and removed from Rating Watch
Negative the ratings of Allegheny Energy, Inc. and the utility
subsidiaries:

     Allegheny Energy, Inc.

        -- Senior unsecured debt 'BB-';
        -- 11-7/8% notes due 2008 'B+'.

     Allegheny Capital Trust I

        -- Trust preferred stock 'B+'.

     West Penn Power Company

        -- Medium-term notes and senior unsecured 'BBB-'.

     Potomac Edison Company

        -- First mortgage bonds 'BBB';
        -- Senior unsecured notes 'BBB-'.

     Monongahela Power Company

        -- First mortgage bonds 'BBB';
        -- Medium-term notes 'BBB-';
        -- Pollution control revenue bonds (unsecured) 'BBB-';
        -- Preferred stock 'BB+'.

The Rating Outlook is Stable, Fitch says.

Fitch withdrew its 'BB-' rating of Allegheny Energy, Inc.'s former
bank credit facility maturing in January 2005 as that bank
credit facility has been terminated and replaced.


ALLIANCE HOLDINGS: Fitch Holds 'CC' Rating on $44MM Senior Notes
----------------------------------------------------------------
The Fitch rating for the $44,006,859 second priority senior notes
remains at 'CC'.  This class of notes was issued by Alliance
Holdings International II, Ltd./Corp., which closed April 16,
1998. The rating action is effective immediately.

Alliance Holdings is a collateralized bond obligation managed by
Alliance Capital Management L.P. The collateral of Alliance
Holdings is composed of high yield bonds with 79.61% invested in
USD-denominated emerging market bonds and loans and 20.39% in USD-
denominated high yield debt securities and loans of non-emerging
market issuers. Payments are made semi-annually in April and
October and the reinvestment period ended in April 2003. Included
in this review, Fitch discussed the current state of the portfolio
with the asset manager and its portfolio management strategy.

According to the July 14, 2004 trustee report, the portfolio
includes $13.73 million (12.85%) in defaulted assets. The
portfolio currently contains another $14.08 million (13.17%) of
assets rated 'CCC+' or below. The Senior Par Value Test is passing
at 149.72% with a trigger of 142.50% and the Second Priority Par
Value Test is failing at 89.83% with a trigger of 115.40%. The
portfolio includes $1.71 million (1.60%) of assets maturing after
the deal's stated maturity date.

The rating of the second priority senior notes addresses the
likelihood that investors will receive ultimate and compensating
interest payments, as per the governing documents, as well as the
stated balance of principal by the stated maturity date.


ARCH COAL: Completes $364 Million Triton Coal Acquisition
---------------------------------------------------------
Arch Coal, Inc. (NYSE: ACI) has completed the acquisition of
Triton Coal Company for a purchase price of $364 million.  The
transaction was consummated following the recent decision by the
U.S. District Court for the District of Columbia denying the
Federal Trade Commission's request for a preliminary injunction to
block the deal, and the refusal by the Circuit Court of Appeals
for the District of Columbia to issue a stay pending appeal.

"We remain as enthusiastic as ever about the transaction, and we
look forward to beginning the integration of the Black Thunder and
North Rochelle mines immediately," said Steven F. Leer, Arch
Coal's president and chief executive officer.

Located in the Powder River Basin of Wyoming, North Rochelle is
the larger of two mines formerly operated by Triton.  "We have
always viewed North Rochelle as the principal source of value
creation for Arch in this transaction," Mr. Leer said.  "By
integrating the North Rochelle mine and our existing Black Thunder
operation, we are creating what we believe will be the premier
mine in the nation's fastest growing coal supply region."

The integration of the two mines -- which share a 5.5-mile
property line - creates tremendous opportunities for cost savings
and synergies.  Arch expects the combination to create operating
synergies of between $15 million and $20 million beginning in
2005, with that number climbing in subsequent years as future mine
development for the integrated properties is optimized.

"The addition of North Rochelle enhances our ability to serve our
utility and industrial customers with the broadest range of super-
compliance, compliance and low-sulfur coal products, as well as
the widest array of transportation options," Mr. Leer said.  
"Consequently, we expect this acquisition to further strengthen
Arch's standing as a preferred supplier of many of the nation's
largest power generators."

North Rochelle's reserve base totaled an estimated 226 million
tons at Dec. 31, 2003.  In 2003, North Rochelle produced an
estimated 23.9 million tons of coal with an estimated sulfur
content of 0.5 pounds of SO2 per million Btu's.  North Rochelle is
the newest mine in the Powder River Basin, having ramped up to
full production less than five years ago.  As a result, North
Rochelle's modern rail loadout facility and other infrastructure,
as well as its large equipment fleet, greatly add to the value of
the transaction.  In 2003, North Rochelle generated earnings
before interest, taxes, depreciation and amortization of
approximately $41.6 million.

"We view North Rochelle as an excellent strategic fit with our
existing operations, and we look forward to working with the
dedicated and professional Triton workforce to achieve a quick and
efficient integration," Mr. Leer said.

Following the consummation of the transaction, Arch completed a
previously disclosed agreement to sell the smaller of Triton's two
mines, Buckskin, to Kiewit Mining Acquisition Company.  The net
sales price for this second transaction was $72.9 million,
reflecting the originally negotiated sales price less certain
previously disclosed adjustments related to the timing of the
deal's completion.  Arch used the proceeds as part of the
financing for the acquisition of North Rochelle.

In total, Arch financed the acquisition with $242 million in cash,
including the proceeds from the Buckskin sale; $22 million in
borrowings under its existing revolving credit facility; and a new
$100 million term loan at its Arch Western Resources subsidiary.

Mr. Leer also reconfirmed Arch's previous earnings guidance of
approximately 15 cents to 25 cents for the third quarter,
excluding any acquisition-related costs.  "We fully expect the
addition of North Rochelle to be accretive to earnings beginning
with the first quarter of 2005," Mr. Leer said.  "We will provide
more details about the acquisition's expected impact on our
financial performance once we have reviewed developments at the
mine since the transaction was first announced."  Mr. Leer
indicated that Arch would provide additional commentary about the
acquisition in its third quarter earnings release.

Arch Coal, Inc. is the nation's second largest coal producer and
mines clean-burning, low-sulfur coal exclusively.  Arch produces
more than 135 million tons of coal annually through its subsidiary
operations in West Virginia, Kentucky, Virginia, Wyoming, Colorado
and Utah.  Through these operations, Arch provides the fuel for
approximately 7% of the electricity generated in the United
States.

                        *     *     *

As reported in the Troubled Company Reporter on August 5, 2004,
Standard & Poor's Rating Services lowered its corporate credit  
rating on Arch Coal Inc., the third-largest coal producer in the  
U.S., to 'BB' from 'BB+'.

At the same time, Standard & Poor's also lowered its senior  
secured revolving credit facility rating to 'BB-' from 'BB', its  
preferred stock rating to 'B' from 'B+', and its senior secured  
note rating on Arch's subsidiary, Arch Western Finance LLC, to  
'BB' from 'BB+'.  The outlook is stable.  Total outstanding debt  
as of June 30, 2004 was $700 million.

"The downgrade reflects expectations that rising costs at the  
company's eastern mining operations and higher capital  
expenditures required to maintain production levels will offset  
the benefit of increased coal prices, resulting in negative free  
cash flow in 2004 and 2005 significantly below prior  
expectations," said Standard & Poor's credit analyst Dominick  
D'Ascoli.

The ratings on St. Louis, Missouri-based Arch Coal reflect strong  
coal markets, the company's diversified base of coal reserves, its  
high percentage of low-sulfur coal deposits, offset by difficult  
operating conditions in the east, and an aggressive financial  
profile.

Arch's operating performance has been weak over the past year  
because of high operating costs at its eastern operation, which  
accounts for about 25% of production.  Average realized sales  
price per ton at its eastern operations increased 22% to $36.21 in  
the second quarter of 2004, from $29.66 a year earlier.  By  
comparison, average total costs per ton rose 16% to $33.29 from  
$28.62.  In general, eastern operating costs have risen because of  
the difficult operating environment in Central Appalachia.  
Standard & Poor's believes the trend of increasing eastern  
operating costs will continue.

With about 100 million tons of coal produced during 2003, Arch is  
one of the top three U.S. coal producers, accounting for  
approximately 10% of U.S. coal production.  The company operates  
numerous mines in the eastern and western coal producing regions  
of the U.S.


ARMOR HOLDINGS: Wins 3-Year $461 Million Defense Contract
---------------------------------------------------------
Armor Holdings, Inc. (NYSE: AH), a leading manufacturer and
distributor of security products and vehicle armor systems, has
been awarded a new 36-month Indefinite Delivery/Indefinite
Quantity (ID/IQ) government contract by the Department of Defense
for ceramic body armor, which provides for an award of up to $461
million at the government's option. The Company noted that it
would announce specific orders under this contract award as
appropriate.

Robert Schiller, President and Chief Operating Officer of Armor
Holdings, Inc. said, "We are pleased to have been named as a
participant in this important program.  While the level of
participation for Armor Holdings and for each of the other
companies involved in this program has yet to be determined, we
believe that our industry-leading capacity, position as the
government's largest supplier under prior SAPI contracts, and our
strong track record of performance for these programs, will lead
to a meaningful share of this new program."

                    About Armor Holdings, Inc.

Armor Holdings, Inc. (NYSE: AH) is a diversified manufacturer of
branded products for the military, law enforcement, and personnel
safety markets. Additional information can be found at
http://www.armorholdings.com/

                         *     *     *

As reported in the Troubled Company Reporter's June 4, 2004  
edition, Standard & Poor's Ratings Services revised its outlook on  
Armor Holdings Inc. to positive from stable. At the same time,  
Standard & Poor's affirmed its ratings, including the 'BB'  
corporate credit rating, on the security products supplier.

"The outlook revision reflects Armor's improved financial  
flexibility from a proposed common stock offering and solid  
operating performance," said Standard & Poor's credit analyst  
Christopher DeNicolo.


ASPEN TECH: BASF Implements Manufacturing Info Management Solution
------------------------------------------------------------------
BASF, one of the world's leading chemical companies, has selected
Aspen Technology, Inc.'s (Nasdaq: AZPN) information management
solution for its worldwide manufacturing plants. The AspenTech
solution will provide a foundation for BASF's new Manufacturing
Execution System strategy, which is based on the deployment of a
standard set of business and plant technologies. The information
management systems will play a key role in enabling users to
visualize and analyze real-time data from the manufacturing
process, providing the basis for continuous improvement and more
effective operational decision-making.

The adoption of an AspenTech information management system will
enable BASF to establish a common platform for all MES functions,
with a consistent process for both the implementation and support
of the solution. This will allow BASF to share best practices
across its organization and reduce the cost and complexity of
maintaining its manufacturing systems. The solution is built on
the Aspen Operations Manager Integration Infrastructure, which
provides the integration platform to connect with BASF's
enterprise resource planning system and other plant applications.

Providing plant managers and engineers with access to accurate,
reliable real-time process information coupled with relevant
business information is a fundamental requirement for improving
manufacturing performance. AspenTech's solution will give BASF a
standard framework to analyze and optimize its plant operations.
AspenTech is a recognized leader in MES technologies for the
process industries, based on a clear understanding of the business
drivers and operational needs.

The process data captured by the information management system
will be used for a range of functions including batch monitoring
and analysis, engineering analysis, management information, and
quality control. AspenTech's information management solution was
selected after a comprehensive evaluation of competing business
and plant solution providers.

"BASF is a long-standing user of AspenTech's engineering and
manufacturing solutions, and we welcome this opportunity to
further strengthen our partnership," said David McQuillin,
President and CEO of AspenTech. "By using AspenTech's information
management systems, BASF has demonstrated its commitment to
achieving operational excellence across its global manufacturing
network. The adoption of our information management solution,
leveraging our Aspen Operations Manager infrastructure, is an
important first step in meeting those objectives."

                           About BASF

BASF is the world's leading chemical company. Our goal is to grow
profitably and further increase the value of our company. We help
our customers to be more successful through intelligent system
solutions and high-quality products. BASF's portfolio ranges from
chemicals, plastics, performance products, agricultural products
and fine chemicals to crude oil and natural gas. Through new
technologies we can tap into additional market opportunities. We
conduct our business in accordance with the principles of
sustainable development. In 2003, BASF had sales of more than
EUR33 billion (circa $42 billion) and over 87,000 employees
worldwide. BASF shares are traded on the stock exchanges in
Frankfurt (BAS), London (BFA), New York (BF), Paris (BA) and
Zurich (AN). Further information on BASF is available on the
Internet at http://www.basf.com/

                        About AspenTech  

Aspen Technology, Inc. provides industry-leading software and  
implementation services that enable process companies to increase  
efficiency and profitability. AspenTech's engineering product line  
is used to design and improve plants and processes, maximizing  
returns throughout an asset's operating life. Its  
manufacturing/supply chain product line allows companies to  
increase margins in their plants and supply chains, by managing  
customer demand, optimizing production, and streamlining the  
delivery of finished products. These two offerings are combined to  
create solutions for enterprise operations management (EOM),  
integrated enterprise-wide systems that provide process  
manufacturers with the capability to dramatically improve their  
operating performance. Over 1,500 leading companies already rely  
on AspenTech's software, including Aventis, Bayer, BASF, BP,  
ChevronTexaco, Dow Chemical, DuPont, ExxonMobil, Fluor, Foster  
Wheeler, GlaxoSmithKline, Shell, and Total. For more information,  
visit http://www.aspentech.co/  

                         *     *     *

In its Form 10-Q for the quarter ended March 31, 2004, Aspen  
Technology, Inc. reports:

               Liquidity and Capital Resources

"During the nine months ended March 31, 2004, operating activities  
provided $40.8 million of cash primarily due to income from  
operations, our commitment to both the aggressive collection of  
receivables and the increased sale of receivables, partially  
offset by the continuing cash payments related to the ongoing  
proceedings in connection with the anti-trust claims filed by the  
Federal Trade Commission, or FTC, with respect to our acquisition  
of Hyprotech, Ltd., and our previous restructuring charges.  
Investing activities used $5.8 million of cash primarily as a  
result of the capitalization of computer software development  
costs and the ordinary purchases of property and equipment,  
partially offset by the proceeds from the sale of land in December  
2003. Financing activities provided $27.0 million of cash  
primarily due to the proceeds from the Series D financing,  
partially offset by pay-off of amounts owed to Accenture and  
repurchase and retirement of $24.4 million of the convertible  
debentures.

"We believe our current cash balances, availability of sales of  
our installment contracts, availability under the Silicon Valley  
Bank line of credit and cash flows from our operations will be  
sufficient to meet our working capital and capital expenditure  
requirements for at least the next 12 months. However, we may need  
to obtain additional financing thereafter or earlier, if our  
current plans and projections prove to be inaccurate or our  
expected cash flows prove to be insufficient to fund our  
operations because of lower-than-expected revenues, unanticipated  
expenses or other unforeseen difficulties, due to normal  
operations or FTC-related costs. In addition, we may seek to take  
advantage of favorable market conditions by raising additional  
funds from time to time through public or private security  
offerings, debt financings, strategic alliances or other financing  
sources. Our ability to obtain additional financing will depend on  
a number of factors, including market conditions, our operating  
performance and investor interest. These factors may make the  
timing, amount, terms and conditions of any financing  
unattractive. They may also result in our incurring additional  
indebtedness or accepting stockholder dilution. If adequate funds  
are not available or are not available on acceptable terms, we may  
have to forego strategic acquisitions or investments, reduce or  
defer our development activities, or delay our introduction of new  
products and services. Any of these actions may seriously harm our  
business and operating results."


BREUNERS HOME: Look for Bankruptcy Schedules Late This Week
-----------------------------------------------------------
Breuners Home Furnishings Corp., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for an
extension, until August 27, 2004, to file their schedules of
assets and liabilities, statements of financial affairs and lists
of executory contracts and unexpired leases required under 11
U.S.C. Sec. 521(1).  

The Debtors explain that due to the size and complexity of their
business, the diversity of their operations and assets, and the
limited staffing available to gather, process and complete the
requirement, they will not be able to complete the Schedules and
Statements before August 27.
  
Headquartered in Lancaster, Pennsylvania, Breuners Home --
http://www.bhfc.com/-- is one of the largest national furniture  
retailers focused on the middle to upper-end segment of the
market. The Company, along with its debtor-affiliates, filed for
chapter 11 protection on July 14, 2004 (Bankr. Del. Case No.
04-12030). Liquidators Great American Group, Gordon Brothers,
Hilco Merchant Resources, and Zimmer-Hester) were brought on board
within the first 30 days of the bankruptcy filing to conduct
Going-Out-of-Business sales at the furniture retailer's 47 stores.
Bruce Grohsgal, Esq. and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young & Jones represent the Debtors in their
restructuring efforts. The Company reported more than $100 million
in assets and liabilities when it sought protection from its
creditors.


CATHOLIC CHURCH: Hires Rothgerber as First Amendment Counsel
------------------------------------------------------------
Leonard E. Vuylsteke, the Canonical Director of Financial
Services of the Archdiocese of Portland in Oregon, tells the
United States Bankruptcy Court for the District of Oregon that the
Debtor needs a special legal counsel to assist and advise it in
all First Amendment issues in its Chapter 11 case, including, but
not limited to:

   (a) the application of the Doctrine of Church Autonomy,
       derived from the Religion Clauses of the First Amendment
       of the Constitution of the United States of America,
       to the bankruptcy context;

   (b) the relationship between civil and canon law regarding
       determining the assets of the Debtor's estate;

   (c) the relationship under civil and canon law between the
       Archdiocese, parishes and religious schools within the
       Archdiocese, and other Catholic entities in the United
       States and abroad; and

   (d) the application of the canonical provisions on
       alienation of property by a Catholic archdiocese.

Mr. Vuylsteke explains that First Amendment issues will arise
throughout the Debtor's case due to the Debtor's status as a
religious corporation sole, including its ability to operate its
religious affairs free from government interference.

Mr. Vuylsteke relates that the Debtor selected Rothgerber Johnson
& Lyons, LLP, as special counsel to provide professional services
with regards to the Debtor's rights and obligations under the
First Amendment.  Rothgerber has provided legal services related
to First Amendment issues to a significant number of religious
organizations from around the country.  L. Martin Nussbaum, Esq.,
and Eric V. Hall, Esq., are the persons principally in-charge of
this engagement.  Messrs. Nussbaum and Hall are duly admitted and
qualified as attorneys in the State of Colorado, and are
experienced in dealing with all legal issues relevant to religious
organizations, including the Religion Clauses of the First
Amendment, state constitutional provisions regarding religion, and
federal and state statues regarding religion.

Accordingly, the Debtor seeks the Court's authority to employ
Rothgerber.

The Debtor will pay the firm in accordance with its professionals'
standard hourly billing rates:

             Professionals               Hourly Rate
             -------------               -----------
             L. Martin Nussbaum             $325
             Charles Goldberg                385
             Brent Cohen                     350
             Carl Esbeck                     350
             Lars Fuller                     250
             Eric Hall                       215
             Michael DeBoer                  205

Messrs. Nussbaum and Hall assure the Court that Rothgerber and its
professionals have no interest materially adverse to the Debtor,
its estate, or any class of creditors or equity security holders,
if any.  The firm and its professionals are "disinterested
persons" within the meaning of Section 101(14) of the Bankruptcy
Code and as required under Section 327.

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)


CCC INFORMATION: Extends $210 Million Self-Tender Offer to Friday
-----------------------------------------------------------------
CCC Information Services Group Inc. (Nasdaq:CCCG) reported that
its self-tender offer to repurchase up to $210 million of its
common stock at a price of $18.75 per share, which commenced on
July 27, 2004 and was previously announced to expire on August 24,
2004, will instead expire at 5:00 p.m., New York City time on
Friday, August 27, 2004, unless further extended by the company.

The reason for the extension is because CCC filed its new credit
agreement, a portion of the proceeds of which will be used to fund
the purchase of shares in the tender offer and pay associated fees
and expenses, and SEC rules require that the offer be held open
for five business days after filing of such financing
arrangements.

As of August 19, 2004, 12,630,198 shares had been tendered into
the offer.

The offer to purchase and related documents have been mailed to
stockholders of record and are available for distribution to
beneficial owners of CCC's shares. For questions or information,
please call Georgeson Shareholder Communications, Inc., the
information agent for the self-tender offer, toll free at (800)
255-4719.

Once the tender offer is complete, the company will update its
financial guidance to reflect the effects of the transaction.

                           About CCC

CCC Information Services Group, Inc., (Nasdaq:CCCG), headquartered
in Chicago, is a leading supplier of advanced software,
communications systems, Internet and wireless-enabled technology
solutions to the automotive claims and collision repair
industries.  Its technology-based products and services optimize
efficiency throughout the entire claims management supply chain
and facilitate communication among approximately 21,000 collision
repair facilities, 350 insurance companies, and a range of
industry participants.  For more information about CCC Information
Services, visit CCC's Web site at http://www.cccis.com/

                         *     *     *

As reported in the Troubled Company Reporter on August 5, 2004,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Chicago, Illinois-based CCC Information Services
Inc.

At the same time, Standard & Poor's assigned its 'B+' senior
secured debt rating, with a recovery rating of '4', to the
company's proposed $208 million senior secured bank facility,
which will consist of a $30 million revolving credit facility (due
2009) and a $178 million term loan (due 2010).  The 'B+' rating on
the senior secured debt is the same as the corporate credit rating
and the '4' recovery rating indicates that the first priority
senior secured debt holders can expect marginal (25%-50%) recovery
of principal in the event of a default.

The proceeds from this facility, along with about $38 million of
cash on hand, will be used to repurchase $210 million in CCC's
common stock.  The outlook is positive.  Pro forma for the
proposed bank facility, CCC had approximately $205 million in
operating lease-adjusted debt as of June 2004.

"The ratings reflect CCC's narrow product focus within a mature
niche marketplace and leveraged balance sheet," said Standard &
Poor's credit facility Ben Bubeck.  "These are only partially
offset by a largely recurring revenue base supported by
intermediate-term customer contracts, high barriers to entry, and
solid operating margins, allowing for modest free operating cash
flow generation."


CHAPCO CARTON: U.S. Trustee Names 9-Member Creditors' Committee
---------------------------------------------------------------
The United States Trustee for Region 11 appointed nine creditors
to serve on an Official Committee of Unsecured Creditors in Chapco
Carton Company's Chapter 11 case:

            1. Ekvall International, Ltd.
               Attn: Horst Westerling
               309 Vine Street, Suite 710
               Cincinnati, Ohio 45202

            2. Gibbon America II, Corp.
               Attn: Robert S. Olech
               801 North State Street
               Elgin, Illinois 60673

            3. The Newark Group, Inc.
               Attn: Lynn Herro
               20 Jackson Drive
               Cranford, New Jersey 07016

            4. Printers' Service
               Attn: Harold Botkin
               312 Stewart Avenue
               Addison, Illinois 60101

            5. RiverCor, LLC
               Attn: Sean Waller
               2850 Gilchrist Road, Building #5
               Akron, Ohio 44305

            6. Rockford Paperboard, Inc.
               Attn: Graydon Fox
               c/o Lakeland Paper Corp.
               506 Prairie
               Sturgis, Minnessota 49091

            7. Rock-Tenn Company
               Attn: Greg King
               504 Thrasher Street
               Norcross, Georgia 30071

            8. Simpkins Industries
               Attn: Tony Battaglia
               Department 0271
               P.O. Box #40000
               Hartford, Connecticut 06151

            9. Smurfit-Stone Corp.
               Attn: Edward Paredes
               450 East North Avenue
               Carol Stream, Illinois 60188

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense. They may investigate the Debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent. Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtor 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 Bolingbrook, Illinois, Chapco Carton
-- http://www.chapcocarton.com/-- sells and distributes folding  
cartons used for retail packaging in food, candy, office supplies
and automotive parts industries.  The Company filed for chapter 11
protection on July 13, 2004 (Bankr. N.D. Ill.
Case No. 04-26000).  Chad H. Gettleman, Esq., at Adelman Gettleman
& Merenas represents the Debtor in its restructuring efforts.  
When the Debtor filed for protection from its creditors, it listed
$15,232,256 in total assets and $19,220,379 in total debts.


CITIZENS COMMS: D&E Communications Completes Stock Repurchase
-------------------------------------------------------------
D&E Communications, Inc. (NASDAQ:DECC) has completed the
repurchase of 1,333,500 shares of its common stock from Citizens
Communications Company at a price of $10.00 per share pursuant to
an agreement entered into between D&E and Citizens earlier this
month.

D&E Communications, Inc. is a provider of integrated
communications services to residential and business customers in
markets throughout central and eastern Pennsylvania. D&E offers
its customers a comprehensive package of communications services
including local and long distance telephone service, high-speed
data services and Internet access service. D&E also provides
business customers with systems integration services including
voice and data network solutions.

Citizens Communications is a telecommunications-focused company
providing wireless communications service to 2.5 million access
lines in 24 states.

                           *   *   *

As reported in the Troubled Company Reporter's July 23, 2004  
edition, Standard & Poor's Ratings Services lowered its ratings on  
Citizens Communications Co. The corporate credit rating was  
lowered to 'BB+' from 'BBB'. All ratings are removed from  
CreditWatch, where they were placed with negative implications on  
Dec. 11, 2003, following Citizens' announcement of its decision to  
explore strategic alternatives. The outlook is negative.  
  
"The downgrade is based on the concern that Citizens' initiation   
of a substantial dividend, indicating a distinct shift toward a   
more shareholder-oriented financial policy, will limit further   
deleveraging and reduce the company's financial flexibility,"   
explained Standard & Poor's credit analyst Eric Geil. "The
smaller resulting financial cushion might hamper Citizens' ability
to address rising competitive pressure on its mature local
telephone operations."


CLASSIC CONSTRUCTION: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Classic Construction, Inc.
        P.O. Box 666
        Anderson, South Carolina 29622

Bankruptcy Case No.: 04-09901

Type of Business: The Debtor manufactures custom and spec homes.

Chapter 11 Petition Date: August 20, 2004

Court: District of South Carolina (Spartanburg)

Judge: John E. Waites

Debtor's Counsel: Robert H. Cooper, Esq.
                  Cooper Law Firm
                  2320 East North Street, Suite B
                  Greenville, SC 29607
                  Tel: 864-271-9911

Total Assets: $2,189,688

Total Debts:  $2,660,833

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
GBS Lumber, Inc.              Trade Debt                $418,336
PO Box 159
Mauldin, SC 29662

Stock Building Supply         Trade Debt                 $79,802

Kinley's Cabinets             Trade Debt                 $71,846

Carolina Brick Distrib.       Trade Debt                 $46,965

Community Supply              Trade Debt                 $43,120

Precision Roof Trusses        Trade Debt                 $31,375

Carolina Custom Stair         Trade Debt                 $28,745

Thomas Concrete of SC         Trade Debt                 $26,477

USA Floor covering            Trade Debt                 $25,482

Columbia Siding & Windows     Trade Debt                 $24,391

RMC Mid-Atlantic              Trade Debt                 $22,780

Illuminations, LLC            Trade Debt                 $22,677

Gallery of Lighting           Trade Debt                 $20,251

Glenco Insulation Co.         Trade Debt                 $20,118

Clayton Tile                  Trade Debt                 $19,088

All-Phase Electric Supply     Trade Debt                 $17,937

Crenshaws TV & Appliance      Trade Debt                 $17,478

Jeff Lynch Appliances         Trade Debt                 $12,850

Builders Firstsource          Trade Debt                 $12,100

Wayne's Overhead Door         Trade Debt                 $11,664


COMMUNITY HEALTH: Fitch Assigns BB Rating to New $1.625B Bank Loan
------------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to CHS/Community Health
Systems, Inc.'s new $1.625 billion senior secured bank facility.
The new bank facilities include a $425 million, 5-year revolving
credit facility and a $1.2 billion, 7-year term loan B facility.
Fitch has also affirmed the 'B+' rating on Community Health
Systems, Inc.'s -- Community's parent company -- convertible
subordinated notes due 2008. The Rating Outlook is Stable.

The new bank facility will replace the company's $1.050 billion
Term Loan B (currently at $1.034 billion including amortization)
with the new $1.2 billion Term Loan B for net proceeds of $166
million. Proceeds beyond refinancing the current facility will be
used to fund the company's acquisition of Pheonixville Hospital
(PA). The company is not expected to immediately draw on the
revolver. Additionally, the new facility will allow for the
issuance of $400 million in additional term loan debt (accordion
feature) and will result in substantially better pricing for the
revolver including undrawn amounts. Finally the new facility will
allow for the repurchase of $300 million in company stock. The
bank facility is secured by a perfected first priority security
interest in the capital stock of CHS/Community Health Systems Inc.
and all wholly owned subsidiaries.

Community's rating reflects the validity of the company's business
model and its leading market presence, experienced management and
track record of successful acquisitions, offset by modestly high
leverage and acquisition-associated risks. The rating further
reflects the company's improved capital structure and rebalanced
maturity schedule. Additionally, Fitch notes that several
provisions of the Medicare Prescription Drug, Improvement and
Modernization Act of 2003 will have a direct, positive impact on
rural hospital providers such as Community in the coming years.
Concerns center on acquisition-associated risks and that the
company's model relies, to some degree, on acquisitions to sustain
current growth and margin momentum. While labor costs have
moderated in recent quarters, labor expense still needs to be
monitored given the nationwide shortage of skilled nurses and
technicians. Other concerns include industry-wide issues such as
bad debt expense, slower-than-expected volume trends,
sustainability of private-pay rate increases, and the highly
regulated nature of the industry.

For the 12 months ended June 30, 2004, EBITDA/interest was 6.3
times, with total debt-to-EBITDA of 2.9x. Total debt at June 30,
2004, was approximately $1.4 billion and lease-adjusted debt-to-
adjusted capital was approximately 57%.


CYGNUS BUSINESS: Division Restructures Printing & Graphics Mags
---------------------------------------------------------------
Cygnus Publishing will suspend publishing of Southern Graphics,
Printing Journal, Print & Graphics, and Printing Views which makes
up the regional Graphics Network of publications following the
September issue. The strategic move comes after evaluating the
best way to deliver information to the changing printing and
graphics industry, and how best to serve Cygnus advertisers.

"The printing and graphics industry took a hit after 9-11 that
particularly affected the regional markets with some experiencing
more than three solid years of decline," says Jann Levesque, group
publisher of the Graphics Network. "Industries change, realign and
grow. Suspending our regional print publications is perhaps only
temporary as we continue to watch how the market evolves."

Industry interest has advanced over the past several years to
include a greater focus on specific segments of the market with
less weight given to broader more general topics. Cygnus will
remain one of the leading sources for the printing and graphics
market with top industry titles that include Ink Maker, Quick
Printing, Printing News, and Wide-Format Imaging gaining more
resources. Its print and graphics industry Websites receive nearly
500,000 page views monthly.

"By concentrating on existing market-leading positions, we can
continue to efficiently deliver must-read information to audiences
through our strong and trusted magazine brands and deliver greater
value to our advertising customers," adds Levesque. "We are
confident that this strategic restructuring will benefit the
industry and assist the market to capitalize on the printing
industry recovery."

Cygnus Publishing's Printing and Graphics market segment, known as
the Cygnus Graphics Group, is a nationally circulated group of
vertical and horizontal print and graphic titles that reach more
than 145,000 influential professionals in nearly every major
sector of the graphic communications industry. The penetration of
this select audience group goes even deeper than the numbers imply
and allows the titles to boast that they are "everywhere in the
community of print."

Cygnus Publishing is a division of Cygnus Business Media, a
leading, diversified business-to-business media company with a
portfolio of over 200 media products reaching five million
professionals annually within 15 major markets. Its four distinct
divisions - Cygnus Publishing, Cygnus Expositions, Cygnus
Interactive and Cygnus Custom Marketing - provide comprehensive,
integrated advertising and marketing programs for Cygnus' valued
customers and clients. The company's leading business
publications, trade shows, conferences, Web sites, online products
and custom marketing capabilities enhance brand identity, generate
sales leads, and build product awareness as they strengthen
customer/client relationships.

                           *     *     *

As reported in the Troubled Company Reporter on May 31, 2004,
Standard & Poor's Ratings Services assigned its 'B' corporate  
credit rating to Cygnus Business Media Inc. and its parent company  
CommerceConnect Media Holdings Inc., which are analyzed on a  
consolidated basis.

At the same time, Standard & Poor's assigned its 'B' rating and a  
recovery rating of '4' to Cygnus's proposed $190 million first  
lien secured bank facility, indicating expectations for a marginal  
recovery of principal (25%-50%) in a default scenario. In  
addition, Standard & Poor's assigned its 'CCC+' rating and a  
recovery rating of '5' to the proposed $30 million second lien  
institutional term loan, indicating expectations for a negligible  
recovery of principal (0%-25%) in default. On a pro forma basis,  
the Westport, Conn.-based firm will have about $202 million in  
consolidated debt and $34 million in mandatorily redeemable series  
A preferred stock, as of March 31, 2004. The outlook is stable.  
      
"The ratings reflect Cygnus's high leverage, small cash flow base,  
reliance on acquisitions to support its revenue and cash flow in  
recent years, and the weak, albeit improving, operating  
environment," said Standard & Poor's credit analyst Steve  
Wilkinson. "These risks are partially offset by the company's good  
cash flow diversity, the complementary nature and good competitive  
positions of its niche trade publications, expositions, and  
related operations, and its experienced management team."
      
Cygnus publishes 65 controlled circulation trade magazines  
(representing about 80% of revenue and cash flow), organizes 50  
trade events and conferences, has 79 related websites, and creates  
customized marketing publications. These assets target 15 sectors  
with many publications and expositions serving the same niches,  
which provides some cross-promotional opportunities and leverage  
of industry knowledge and client relationships.


EMPIRE FIN'L: Stockholders' Deficit Climbs to $1.4MM at June 30
---------------------------------------------------------------
Empire Financial Holding Company (Amex: EFH), a financial
brokerage services firm serving retail and institutional clients,
reported financial results for the second quarter ended June 30,
2004.  Second quarter 2004 financial results included a year-over-
year increase in revenue of 43%.  

The Company reported a net loss applicable to common stockholders
of $0.9 million.

President Donald A. Wojnowski, Jr. stated, "The revenue increase
over 2003 results were generated by the addition of our securities
market making and trading business in addition to an increase in
the number of independent registered representatives processing
their securities transactions through Empire.  We are disappointed
with the loss during the quarter which was primarily the result of
legal, accounting and employee severance expenses related to the
previously announced SEC investigation.  We believe that the
Company has taken certain actions to facilitate a settlement with
the SEC, and, therefore, we are optimistic that a resolution of
the SEC investigation will occur during 2004.  We are thankful for
the continued support of our clients, employees, registered
representatives and shareholders."

                        Financial Results

Total revenues for the three months ended June 30, 2004 were $5.6
million, an increase of $1.7 million, or 43%, over $3.9 million
for the same period in 2003.  The revenue growth was primarily the
result of the establishment of market-making and trading
operations during the third quarter of 2003 that resulted in a
contribution of 21% of total revenues for the second quarter of
2004.  In addition, the Company generated an 11% increase in
commissions and fee revenues associated with an increase in retail
trading volume and the processing of more securities transactions
by affiliated independent registered representatives, including by
newly affiliated representatives.

Total operating expenses for the three months ended June 30, 2004
were $6.5 million compared to total operating expenses of $5.3
million for the same period in 2003.  The increase was primarily
due to higher commissions and clearing costs associated with
higher transaction volumes and higher legal and accounting
expenses related to ongoing regulatory investigations and
litigation.

For the three months ended June 30, 2004, the Company reported a
net loss applicable to common stockholders of $(859,188), compared
to a net loss of $(1,312,620) for the same period in 2003.  As a
result of the Company's completion of the sale of its
correspondent clearing business, Advantage Trading Group, Inc. in
November 2003, results for fiscal 2003 have been restated to
separate continuing operations from discontinued operations.
Therefore, the 2003 net loss applicable to common stockholders
included income from discontinued operations of $19,486.

                        Financial Condition

At June 30, 2004, the Company had total assets of $1.9 million the
majority of which consisted of receivables from brokers, dealers
and clearing brokers arising from customer-related securities
transactions.  

The Company's balance sheet shows a $1,427,797 stockholders'
deficit at June 30, 2004 -- nearly an 80% increase from the
$801,183 stockholders' deficit reported at December 31, 2003.

                       Going Concern Doubt

The audit report contained in the Company's Annual Report on Form
10-K for the year ended December 31, 2003 contains an explanatory
paragraph that raises doubt about the Company's ability to
continue as going concern because the Company has had net losses
from continuing operations in 2003 and 2002, a stockholders'
deficit and has uncertainties relating to regulatory
investigations.

              About Empire Financial Holding Company

Empire Financial Holding Company, through its wholly owned
subsidiary, Empire Financial Group, Inc., provides full-service
retail brokerage services through its network of independently
owned and operated offices and discount retail securities
brokerage via both the telephone and the Internet.  Through
its market-making and trading division, the Company offers
securities order execution services for unaffiliated broker
dealers and makes markets in domestic and international
securities.  Empire Financial also provides turn-key fee based
investment advisory and registered investment advisor custodial
services through its wholly owned subsidiary, Empire Investment
Advisors, Inc.


ENRON CORP: Enters $3 Million Methanol Purchase Pact with BASF
--------------------------------------------------------------
In December 2000, Enron Ventures Corporation refinanced an
existing synthetic lease facility guaranteed by Enron Corporation
covering, in relevant part, the property located at 4403 La Porte
Freeway, Pasadena, in Harris County, Texas, pursuant to:

    (i) an Amended and Restated Participation Agreement, dated as
        of December 27, 1995, as amended by Master Amendment
        No. 1 and Assignment, dated as of December 7, 2000, and
        by Master Amendment No. 2, dated as of June 29, 2001,
        among EVC, Reliance Trust Company as Trustee of the 1991
        ENRON/NGL Trust, Reliance Trust Company as the Collateral
        Trustee, Citibank N.A. as the Agent, and certain Note
        Purchasers and Certificate Holders;

   (ii) an Amended and Restated Lease, dated as of December 27,
        1995, as amended by Master Amendment No. 1 and
        Assignment, dated as of December 7, 2000, and by Master
        Amendment No. 2, dated as of June 29, 2001, between the
        Trustee as Lessor and EVC as Lessee;

  (iii) a Second Amended and Restated Parent Guaranty, dated as
        of December 7, 2000, issued by Enron to guarantee all of
        the Lessee's obligations under the Operative Documents;

   (iv) an Amended and Restated Parent Purchase Agreement, dated
        as of December 27, 1995, between Enron and the Trustee;
        and

    (v) an Amended and Restated Declaration of Trust, dated as
        of December 27, 1995, as amended by Master Amendment
        No. 1 and Assignment dated as of December 7, 2000, and by
        Master Amendment No. 2, dated as of June 29, 2001,
        executed by the Trustee.

The Trust issued:

    (i) A-Notes in an aggregate principal amount of $59,200,000
        and B-Notes in an aggregate principal amount of
        $12,215,622 to the Note Purchasers; and

   (ii) Certificates in an aggregate stated amount of $2,584,378
        to the Certificate Holders.

Enron Methanol Company subleased the Property pursuant to a
Sublease with EVC dated March 20, 1992.

On October 10, 2002, the Trustee filed:

    -- Claim Nos. 10806 and 10807 against Enron, each asserting
       about $74,300,000 relating to Enron's obligations under
       certain Operative Documents; and

    -- Claim No. 10808 against EVC asserting about $75,800,000
       relating to its obligations under certain Operative
       Documents.

                       The Marketing Efforts

On November 13, 2003, the Debtors engaged Cushman & Wakefield of
Texas, Inc., as an exclusive real estate agent for the marketing
and sale of the Property.  Martin A. Sosland, Esq., at Weil,
Gotshal & Manges, LLP, in New York, relates that C&W, which has
offices in Houston, Texas, is an expert in the marketing and sale
of real estate similar to the Property.

C&W has distributed information regarding the proposed sale of the
Property to approximately 250 prospective bidders, and the Debtors
have executed eight confidentiality agreements with interested
parties.  Five of the Interested Parties have visited the Property
to conduct due diligence.  According to Mr. Sosland, potential
bidders ranged from owner/occupants to property developers to pure
financial investors.

After substantial negotiations, on August 11, 2004, the Debtors,
the Trustee and BASF Corporation entered into a Purchase and Sale
Agreement.

                       The Purchase Agreement

The salient terms of the Purchase Agreement are:

A. Purchase Price: $3,000,000

B. Payment:

    (a) BASF has made an initial earnest money deposit of
        $150,000, which is equal to 5% of the Purchase Price,
        by wire transfer of immediately available Federal funds
        to the account of:

              Stewart Title Company
              1980 Post Oak Blvd., Suite 110
              Houston, Texas 77056
              Attention: Jim Putnam, Escrow Officer

        The Deposit is being held in escrow by the Title Company
        in a segregated interest-bearing account at Southwest Bank
        of Texas or at another banking institution acceptable to
        all Parties.  Any interest earned on the Deposit will be
        considered as part of the Deposit, to be applied to the
        Purchase Price at Closing; and

    (b) At the Closing, BASF will deliver the balance of the
        Purchase Price to the Title Company and the Title Company
        will pay the Purchase Price to the Trustee, on behalf of
        the Note Purchasers and Certificate Holders, subject to
        adjustments, via wire transfer of immediately available
        Federal funds to the bank account at:

             Citibank, N.A.
             ABA #021 000 089
             Account #36852248
             Attention: Lisa Rodriquez
             Reference: JT Holdings

C. Property Acquired

    All of EVC and the Trustee's right, title and interest in
    and to:

    (a) 23.9259 acres of Land;

    (b) the methanol facility, and all structures, buildings,
        fixtures and other improvements constituting real
        property located on the Land;

    (c) all machinery, apparatus, equipment and other personal
        property used or usable in the operation, repair or
        maintenance of the Land and Improvements and situated
        in the Property as of the Execution Date;

    (d) all easements, hereditaments, and appurtenances belonging
        to or inuring to the benefit of EVC or Trustee and
        pertaining to the Land;

    (e) all transferable warranties or guaranties given by any
        contractor, manufacturer or materialmen in connection
        with the construction, installation, maintenance or
        repair of the Personal Property or Improvements, to the
        extent the Warranties may be lawfully assignable without
        the consent of another party; and

    (f) in accordance with Section 3.3 of the Purchase Agreement,
        the Assumed Contract; all of which are being sold in an
        "as is," "where is" condition and "with all faults" as of
        August 11, 2004, and as of the Closing Date.

    The Personal Property may or may not be in operable condition
    at the time of Closing.  Neither the Trustee nor any of the
    Enron Parties will have any obligation to repair or replace
    any of the Personal Property.

D. Assumed Contract

    As of the Closing Date, the Channel Area Industrial District
    Agreement between EMC and The City of Houston, Texas, will be
    assigned to and assumed by BASF as of the Closing Date.  BASF
    will pay all costs and expenses to cure any defaults under the
    Assumed Contract, except that ad valorem real property taxes
    and assessments that are delinquent as of the Closing Date
    will be paid out of sale proceeds at the Closing.

E. Insurance

    Until the Closing, the Enron Parties will, at their sole
    expense, maintain comprehensive public liability insurance
    against claims for bodily injury and property damage
    occurring in, on or about the Property, subject to a
    deductible of no greater than $2,000,000.

F. New Encumbrances

    Neither EVC nor the Trustee will (a) grant, amend or consent
    to any easement, restriction, lien, assessment, or other
    encumbrance affecting the Property or pursue any land use
    approvals relative to the Property without BASF's prior
    consent, which consent may be withheld in BASF's sole
    discretion, or (b) enter into any written agreement that would
    materially and adversely change title to the Property.
    However, the Parties agree that the transfer of record title
    to the Property from State Street Bank and Trust Company of
    Connecticut, National Association, as predecessor trustee,
    to the Co-Trustee will not be considered a material or adverse
    change in title to the Property.

G. Title Defects

    If, prior to the Closing, any of the Enron Parties or the
    Trustee discloses in writing to BASF or BASF discovers that
    (a) title to the Property is subject to material defects,
    limitations or encumbrances other than Permitted Encumbrances
    that are not required to be released or otherwise removed at
    or prior to Closing pursuant to the terms in the Purchase
    Agreement, or (b) any representation or warranty of any of the
    Enron Parties or the Trustee contained in the Purchase
    Agreement is or, as of the Closing Date, will be materially
    untrue, then BASF will promptly give written notice to all
    Parties of its objection.  In this event, Enron may elect to
    postpone the Closing for 30 days to afford Enron and BASF an
    opportunity to cure the objection.  The Parties acknowledge
    and agree that none of the Enron Parties nor the Trustee will
    have any obligation to cure any objection.

H. Closing

    Payment of the Purchase Price and the Closing will take place
    at the offices of Weil, Gotshal & Manges LLP, in Houston,
    Texas, at 10:00 a.m. Houston, Texas time on a date mutually
    acceptable to the Parties that occurs no later than the first
    business day after expiration of the 10-day appeal period
    relating to entry of the Court's order.  The Closing is
    anticipated to occur no later than November 1, 2004.  If the
    Closing has not occurred by the close of business on
    November 1, 2004 for any reason other than a default by BASF
    of its obligations, it will have the right, in its sole
    discretion, to terminate the Purchase Agreement, by written
    notice delivered to EVC and the Trustee.

                        The Assumed Contract

Mr. Sosland informs the Court that the Property is located in an
area known as the Channel Area Industrial District No. 75.  On
October 22, 1997, EMC and The City of Houston, Texas, entered into
the Channel Area Industrial District Agreement pursuant to which:

    (i) the City of Houston guaranteed the immunity of the
        Channel Area Industrial District from annexation of any
        type by the City of Houston; and

   (ii) the City of Houston agreed to provide to the owner of the
        Property certain property tax protection.

In exchange, EMC, as the property owner, agreed, among other
things, to timely pay its property taxes.

For the proceeds of the Sale Transaction, the Debtors will pay all
outstanding delinquent real property taxes due and owing with
respect to the Property as of the Closing Date, which is
calculated to be about $1,350,000.  Of the owed Tax amount,
$185,348 will be paid to the City of Houston as Cure Payment.

Mr. Sosland assures the Court that BASF is capable of performing
its obligations under the Assumed Contract.

Accordingly, the Debtors seek the Court's authority to:

    (a) sell the Property to BASF, subject to higher and better
        bids, free and clear of any liens and encumbrances,
        pursuant to Section 363 of the Bankruptcy Code; and

    (b) assume and assign the Assumed Contract to BASF pursuant
        to Section 365 of the Bankruptcy Code.

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)


ENRON CORP: JPMorgan Wins Enron-Related Lawsuit against West LB
---------------------------------------------------------------
JPMorgan Chase & Co. has won a victory in an Enron-related lawsuit
after a six-week trial in London. In late 2001, Mahonia, a special
purpose company, sued West LB AG to collect on a $165 million
letter of credit that West LB had issued to back an Enron prepaid
swap contract.  West LB had refused to honor the letter of credit
on the ground, among others, that the prepay contract was part of
a "fraudulent scheme" to which JPMorgan Chase was a party.  West
LB counterclaimed against JPMorgan Chase, which had a security
interest in the letter of credit and had arranged the transaction.

Justice Jeremy Cooke of the High Court of Justice in London today
issued a decision in favor of JPMorgan Chase and Mahonia,
rejecting all of West LB's allegations.  The Court's decision
requires West LB to pay $165 million, plus interest and costs.

"We're extremely pleased that the English courts have upheld our
claim in full in this important case and rejected West LB's
accusations," said William McDavid, co-General Counsel, JPMorgan
Chase.

JPMorgan Chase & Co. is a leading global financial services firm
with assets of $1.1 trillion and operations in more than 50
countries.  The firm is a leader in investment banking, financial
services for consumers and businesses, financial transaction
processing, asset and wealth management, and private equity.  A
component of the Dow Jones Industrial Average, JPMorgan Chase &
Co. has its corporate headquarters in New York and its U.S. retail
financial services and commercial banking headquarters in Chicago.  
Under the JPMorgan, Chase and Bank One brands, the firm serves
millions of consumers in the United States and many of the world's
most prominent corporate, institutional and government clients.  
Information about the firm is available on the Internet at
http://www.jpmorganchase.com/

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)


FLEMING COMPANIES: Emerges From Chapter 11 Bankruptcy Protection
----------------------------------------------------------------
Core-Mark Holding Company, Inc. has emerged from the Chapter 11
reorganization process. The Company, and its subsidiaries,
officially concluded its reorganization yesterday after completing
all required actions and satisfying all remaining conditions to
its Third Amended Plan of Reorganization, as modified, which was
confirmed by the U.S. Bankruptcy Court for the District of
Delaware by order dated July 26, 2004. The Company was previously
a wholly owned subsidiary of the Fleming Companies, Inc., which
filed for bankruptcy protection April 1, 2003.

In conjunction with its emergence from Chapter 11, Core-Mark also
closed on its new $250 million credit facility provided by a
syndicate led by GE Commercial Finance. This credit facility,
which is secured by all assets, along with a $60 million term loan
provided by Sankaty Advisors, LLC, is available to Core-Mark to
help meet its ongoing working capital needs.

Mike Walsh, Core-Mark President and Chief Executive Officer, said,
"This is a momentous day for Core-Mark. Although the last 15 1/2
months have been a challenge, we believe the experience has made
us much stronger and even more committed to the customer service
values which made this Company successful. Core-Mark emerges from
Chapter 11 having accomplished all our major objectives for this
process. We have strengthened our balance sheet and have secured
$310 million in exit financing, which we believe will assure our
vendors of our strong liquidity position. Additionally, we are
continuing the integration of the former Fleming convenience
divisions in order to expand the proven Core-Mark business model
to a larger market in the U.S."

Mr. Walsh continued, "Core-Mark emerges from Chapter 11 as a new
and vital enterprise focused on delivering value to customers and
stakeholders alike. Our focus will be on continuing to execute the
fundamentals of distribution service to the highest standards,
make it easy for our customers to do business with us, and help
our customers grow their sales. The Core-Mark family is facing the
future with new energy and enthusiasm."

In accordance with the Plan of Reorganization, which became
effective yesterday, the Company completed an internal corporate
restructuring in which Core-Mark International became an indirect
subsidiary of a newly formed corporation, Core-Mark Holding
Company, Inc. Unsecured creditors will receive the majority of the
common stock of Core-Mark Holding Company, Inc.

Effective upon yesterday's emergence, the members of the new Board
of Directors of Core-mark Holding Company, Inc. in addition to CEO
J. Michael Walsh, are: Robert A. Allen, Gary F. Colter, Harvey L.
Tepner and Randolph I. Thornton.

Also, Edward J. Stenger, Rebecca A. Roof, Michael Scott and Thomas
A. Morrow of APServices, LLC, who served as Fleming's Chief
Restructuring Officer, Interim Chief Financial Officer, Treasurer
and Core-Mark's Chief Restructuring Officer, respectively, have
left upon the completion of their responsibilities. Core-Mark is
expected to conduct an executive search for its post-emergence
chief financial officer and expects to name a successor in the
future.

Consistent with the Plan, Fleming's common stock outstanding prior
to the effective date was cancelled. The new shares of Core-Mark
Holding Company, Inc. common stock being issued to Fleming and
Core-Mark unsecured creditors in accordance with the Plan will be
listed on a trading exchange at such time as the Company is able
to satisfy the listing criteria for a national securities
exchange. Core-Mark does not expect to be able to satisfy these
requirements until at least the fourth quarter of 2004. Until such
listing requirements are met, the shares of Core-Mark Holding
Company, Inc. will not be listed for trading on any exchange.

Fleming Companies, Inc.'s remaining assets and liabilities not
related to the convenience operations have been transferred to
either a Post-Confirmation Trust, which now has the responsibility
for liquidating such assets and liabilities, pursuing causes of
action and reconciling and paying claims, or a Reclamation
Creditors' Trust, which will have similar responsibilities and
rights with respect to reclamation creditors.

                        About Core-Mark

Core-Mark is a leading distributor of consumer packaged goods and
store supplies to the convenience retail industry. Core-Mark
provides distribution and logistics services as well as value-
added programs to over 19,500 customer locations across 38 states
and five Canadian provinces. Core-Mark services a variety of store
formats including traditional convenience retailers, mass
merchandisers, drug, liquor and specialty stores, and other stores
that carry consumer packaged goods.

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 COS.: Wants Court Nod on Associated Grocers Stipulation
---------------------------------------------------------------
Scotta E. McFarland, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub, PC, in Wilmington, Delaware, relates that in
September 1998, Associated Grocers, Inc. and Fleming Companies,
Inc., entered into a series of agreements under which AGI acquired
Fleming's Oregon wholesale distribution business.  The agreements
included, among others:

    -- an Asset Purchase Agreement, dated as of September 10,
       1998;

    -- a Fleming-Associated Grocers Agreement to Form Joint
       Venture, dated as of September 10, 1998; and

    -- a Limited Liability Company Agreement of AGI/Fleming
       Nortwest LLC, dated as of October 16, 1998.

The 1998 Agreements also included agreements that implicate the
rights of eight individual grocery store owners that are owned by
AGI Members:

    (1) Salem Food 4 Less,
    (2) Portland Food 4 Less,
    (3) Hermiston Stop 'N Kart,
    (4) Woodburn Shop 'N Kart,
    (5) Ashland Shop 'N Kart,
    (6) White City Shop 'N Kart,
    (7) Lebanon Shop 'N Kart, and
    (8) Gresham Food 4 Less.

Ms. McFarland explains that the 1998 Agreements would allow the
transfer to AGI the Debtors' wholesale supply business in Oregon
and Washington, and permit AGI to conduct its wholesale grocery
distribution business in Oregon and Washington.

Prior to the Petition Date, Ms. McFarland tells the Court that
AGI commenced an arbitration proceeding against some of the
Debtors for alleged breaches of non-competition provisions of the
1998 Agreements.  In the Arbitration, AGI sought damages for
$1,000,000.  Subsequently, AGI filed Claim Nos. 4401 and 17124 for
damages relating to the Debtors' alleged breaches of the 1998
Agreements.

The Debtors filed several motions to reject executory contracts
with AGI or its members.  AGI objected partly because it believes
that the 1998 Agreements and the AGI-Related Contracts are not
executory, and therefore not subject to rejection.

Ms. McFarland reports that the Debtors and AGI entered into a
stipulation to provide for the rejection of the 1998 Agreements
and the AGI-Related Contracts to the extent they are executory and
to provide for mutual releases of claims between them.  The
salient terms of the Stipulation are:

    (a) To the extent that any portion of all of the 1998
        Agreements and the AGI-Related Contracts constitute
        executory contracts, these agreements will be deemed
        rejected as of February 29, 2004;

    (b) AGI will purchase for $100 any interest held by any of
        the Debtors in the JVA;

    (c) The AGI Proofs of Claim will be deemed withdrawn with
        prejudice; and

    (d) The Debtors and AGI exchange mutual releases of all claims
        or causes of action arising under or in connection with
        any business dealings between them.

Ms. McFarland asserts that the Stipulation is reasonable because
it resolves various objections on the Rejection Motions and it
eliminates AGI's claims that aggregate more than $1,000,000.  The
Debtors believe that they will not be able to unwind the 1998
Agreements and assess with certainty the potential damages in
connection with the Arbitration without expending significant
time, effort and expense.

By this motion, the Debtors ask the United States Bankruptcy Court
for the District of Delaware to approve their stipulation with
AGI.

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)


FRANKLIN CAPITAL: Former Auditors Express Going Concern Doubt
-------------------------------------------------------------
On July 6, 2004, Ernst & Young LLP indicated to Franklin Capital
Corporation that, due to economic reasons, E&Y would not stand for
re-election as Franklin's independent accountants for the year
ended December 31, 2004 and that the client auditor relationship
between Franklin and E&Y will cease upon the filing of Franklin's
Quarterly Report on a Form 10-Q for the quarterly period ended
June 30, 2004.

E&Y's reports dated March 5, 2004 and March 7, 2003 on Franklin's
financial statements contained an explanatory paragraph indicating
substantial doubt existed about Franklin's ability to continue as
a going concern.

The decision to change accountants was not presented to,
recommended or approved by Franklin's audit committee or Board of
Directors.  Franklin has not yet engaged independent accountants
to succeed E&Y as Franklin's independent accountants.

              About Franklin Capital Corporation  
  
Franklin Capital Corporation is a subsidiary of Franklin
Resources Inc., formed to expand Franklin Resources automotive and
consumer lending activities related primarily to the purchase,   
securitization and servicing of retail installment sales
contracts originated by retailers and automobile dealerships.  
  
Franklin Capital Corporation originates and services direct and   
indirect loans for itself and its sister company Franklin   
Templeton Bank and Trust, F.S.B. Eight different loan programs
are offered, allowing Franklin Capital Corporation to serve the
needs of prime, non-prime and sub-prime customers throughout the
United States.


FRIEDMAN'S INC: Lenders Approve Proposed Credit Pact Restructuring
------------------------------------------------------------------
Friedman's Inc.'s (OTC: FRDM) existing lenders have agreed to the
terms of the restructuring of the Company's existing secured
credit facility contemplated by a commitment letter entered into
with Farallon Capital Management, L.L.C., an affiliate of one of
the lenders under the existing facility.  

As previously announced on August 5, the Amended and Restated
Credit Facility would provide for total commitments of up to $135
million comprised of a senior revolving loan of up to $75 million
and a $60 million junior term loan.  The proposed transaction
remains subject to negotiation and execution of definitive
documentation and the satisfaction of customary closing conditions
by August 31, 2004.

The Company has also entered into a Forbearance Agreement with the
lenders under its existing amended and restated credit agreement
which provides that the lenders will forbear from exercising their
remedies with respect to any existing default until the earlier of
August 31, 2004 or the occurrence of a new default.  Under the
Forbearance Agreement, Friedman's is required to complete the
proposed restructuring transaction by August 31, 2004.

The extent to which Friedman's will be able to draw upon the
availability under the restructured credit facility will depend
upon, among other things, the Company's ability to enter into
mutually acceptable vendor support agreements.  The Company is in
active discussions regarding implementation of the Company's
vendor support program with an informal committee of creditors
formed at Friedman's request.

Mr. Sam Cusano, Friedman's CEO, said, "Friedman's greatly
appreciates the support that our lenders have given to the Company
and their commitment to making our proposed restructuring a
success.  We remain focused on completing definitive documentation
and satisfying the closing conditions for our restructuring credit
facility as well as successfully completing negotiations with our
creditors regarding implementation of our vendor support program."

Separately, Friedman's commented on its investment in Crescent
Jewelers in light of Crescent's announcement last week that
Crescent has filed a Chapter 11 bankruptcy reorganization case.  
Friedman's intends to actively participate in Crescent's chapter
11 case with the objective of maximizing the value of
Friedman's claims and interests in Crescent for the benefit of
Friedman's stakeholders.  Friedman's appeared at Crescent's first
day hearing held on August 16, 2004 in the United States
Bankruptcy Court for the Northern District of California to
support entry of interim relief on various first day motions filed
by Crescent.

Friedman's also planned to continue to provide certain services
relating to accounting and information technology support, certain
other back-office processing services and to permit Crescent to
use Friedman's "The Value Leader" trademark on an interim basis
subject to the Bankruptcy Court's approval of appropriate
agreements that would authorize Crescent to assume the agreements
and perform its related obligations on mutually acceptable terms.  
Crescent is currently in default of the payments required under
these agreements and has asserted that it has claims on account of
and defenses to payment in connection with the agreements.

Friedman's holds Crescent's Series A preferred stock which it
acquired for $50 million in August, 2002, as well as a warrant
which it acquired in 1999 to purchase 50% of the non-voting
capital stock of Crescent Jewelers, Inc., a Delaware corporation,
the owner of 100% of the common stock of Crescent, for $500,000.  
The warrant remains outstanding and unexercised, and was received
by Friedman's in connection with credit enhancements previously
extended by Friedman's on behalf of Crescent.  Friedman's also
presently has debt claims against Crescent in the amount of
approximately $48 million.  These debt claims consist of a senior
subordinated note in the principal amount of $36.3 million issued
by Crescent as well as accrued and unpaid amounts on account of
dividends on the preferred stock, interest on the subordinated
note, and under contractual arrangements between Friedman's and
Crescent.

On March 16, 2004, Friedman's reported in a Current Report on Form
8-K filed with the Securities and Exchange Commission that it
expected to record a substantial impairment of its investment in
Crescent in Friedman's fiscal 2003 financial statements and that
financial information for Crescent previously included in
Friedman's public filings should no longer be relied upon.  While
neither the valuation of Friedman's investment in Crescent or the
2003 financial statements have been finalized and Friedman's is
unable at this time to make a precise estimate of the amount of
such impairment, any recovery on Friedman's investment is now
highly dependent on the outcome of Crescent's chapter 11 case
including distributions made by Crescent to creditors and
equityholders as part of Crescent's reorganization case.

The Company also reported the resignation of Thaddeus S.
Jaroszewicz from the Board of Directors.  Chairman Allan Edwards
said, "We thank Ted for his service and contributions to the board
during what has been a difficult period for Friedman's."

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

                       *     *     *  
  
As reported in Troubled Company Reporter's January 2, 2003   
edition, the Company was notified by its lenders that it is in   
default under certain provisions of its credit agreement.  The  
Company's lenders continue to provide the Company with the   
benefits of its credit agreement, with certain limited
exceptions, although they have the right to terminate their
support at any time.  
  
The company's most recently published balance sheet -- dated  
June 28, 2003 -- shows $496 million in assets and $190 million in  
liabilities.  The Company explains that its year-end closing
process was delayed because of an investigation by the Department  
of Justice, a related informal inquiry by the Securities and  
Exchange Commission, and its Audit Committee's investigation into
allegations asserted in a August 13, 2003, lawsuit filed by  
Capital Factors Inc., a former factor of Cosmopolitan Gem  
Corporation, a former vendor of Friedman's, as well as other  
matters.  Ernst & Young has been working on a restatement of the  
company's financials.  The company's signaled that a 17% or  
greater increase to allowances for accounts receivable can be  
expected.   

Also, Friedman's Inc. has been notified that the New York Stock  
Exchange (NYSE) has made a determination to delist the company's  
Class A Common Stock that traded under the ticker symbol FRM on  
the NYSE effective May 11, 2004. Friedman's is evaluating an  
appeal of the decision of the NYSE.  
  
The Company noted that while it is disappointed with the NYSE's   
decision, the delisting from the Exchange does not affect   
Friedman's day-to-day business operations. The Company also noted   
that although its common stock is not eligible for trading on the   
NASD over-the-counter bulletin board (OTC), the Company   
understands that market makers have independently begun to make a   
market in the company's common stock on the Pink Sheets under the   
symbol "FRDM."


F.T. WILLIAMS: Administrator Names 6-Member Creditors Committee
---------------------------------------------------------------
The Bankruptcy Administrator for the Western District of North
Carolina appointed six creditors to serve on an Official Committee
of Unsecured Creditors in F.T. Williams Company, Inc.'s Chapter 11
case.  The six appointees are:

        1. Mainline Supply of Charlotte, LLC
           Attn: Tim Tysinger
           11900 Sam Roper Drive
           Charlotte, North Carolina 28269

        2. Sanders Utility Construction Co., Inc.
           Attn: F. Dewey Sanders
           6801 Brookshire Boulevard
           Charlotte, North Carolina 28216

        3. Briggs Construction Equipment, Inc.
           Attn: John H. Small
           c/o Brooks, Pierce, McLendon, Humphrey & Leonard, LLP
           230 North Elm Street, Suite 2000
           Greensboro, North Carolina 27401

        4. May Heavy-Equip Rental & Sales, Inc.
           Attn: James H. Bingham, Jr., Esq.
           Robinson, Bradshaw & Hinson, PA
           101 North Tryon Street, Suite 1900
           Charlotte, North Carolina 28246

        5. Cross Utilities, Inc.
           Attn: Teresa Lancaster
           P.O. Box 39
           Mooresboro, North Carolina 28114

       6. Granite Contracting, LLP
          Attn: Stephen M. Cosper
          545-B Pitts School Road, North West
          Concord, North Carolina 28027

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense. They may investigate the Debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent. Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest. If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee. If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.
             
Headquartered in Charlotte, North Carolina, FT Williams, filed for
Chapter 11 protection on July 27, 2004 (Bankr. W.D. N.C. Case No.
04-32623).  Kevin Michael Profit, Esq., and  Travis W. Moon, Esq.,
at Hamilton Gaskins Fay and Moon represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $10,000,001 in total assets and   
$12,703,065 in total debts.


GALEY & LORD: Hires Dechert LLP as Lead Bankruptcy Counsel
----------------------------------------------------------
Galey & Lord, Inc., and its debtor-affiliates seek authority from
the U.S. Bankruptcy Court for the Northern District of Georgia to
employ Dechert LLP as their bankruptcy counsel.

The Debtors selected Dechert as counsel because of the firm's
extensive knowledge of their operations and legal affairs.  

In Galey & Lord's chapter 11 restructuring, Dechert is expected
to:

    a) provide legal advice with respect to the Debtors' powers
       and duties as debtors-in-possession in the continued
       operation of their business and management of their
       properties;

    b) take necessary action to protect and preserve the
       Debtors' estates, including the prosecution of actions on
       behalf of the Debtors, the defense of any action
       commenced against the Debtors, negotiations concerning
       all litigation in which the Debtors are involved, and
       objecting to claims filed against the Debtors' estates;

    c) prepare on the Debtors' behalf all necessary
       applications, motions, responses, objections, orders,
       reports, and other legal papers;

    d) negotiate and draft any agreements for the sale or
       purchase of assets of the Debtors in connection with the
       planned sale of substantially all of the Debtors' assets,
       and otherwise advise the Debtors in connection with the
       auction related thereto, and taking the steps necessary
       to consummate any such sale;

    e) negotiate and draft a plan of reorganization consensual
       or otherwise, and all documents related thereto,
       including, but not limited to, the disclosure statements
       and ballots for voting thereon;

    f) take the steps necessary to confirm and implement the
       Plan, including, if needed, modifications thereof and
       negotiating financing for the Plan; and

    g) render such other legal services for the Debtors as may
       be necessary and appropriate in these proceedings.

The current hourly rates that Dechert will charge the Debtors are:

            Position       Hourly Rate
            --------       -----------
            Partners       $500 - 695
            Counsel         430 - 455
            Associates      250 - 425
            Paralegals      145 - 160

Headquartered in Atlanta, Georgia, Galey & Lord, a leading global
manufacturer of textiles for sportswear, including denim,
cotton casuals and corduroy, filed for chapter 11 protection on
August 19, 2004 (Bankr. N.D. Ga. Case No. 04-43098).  When the
Debtor filed for protection from its creditors, it listed
$533,576,000 in total assets and $438,035,000 in total debts.


GENERAL GROWTH: Rouse Acquisition Prompts Fitch's Rating Watch
--------------------------------------------------------------
Fitch Ratings has placed the ratings of General Growth Properties,
Inc. on Rating Watch Negative following GGP's announced $12.6
billion acquisition of The Rouse Company. The Rating Watch
Negative status affects the 'BB' preferred stock shelf rating of
GGP and the 'BBB-' senior unsecured ratings of $100 million of
unsecured notes issued by Price Development Company, L.P., a
wholly owned subsidiary of General Growth Properties, Inc.

The Negative Rating Watch contemplates the anticipated execution
of GGP's highly leveraged financing of the transaction which
includes $7 billion of new debt financing, a minimum of $500
million of equity, and the assumption of $5.4 billion of Rouse
debt, including approximately $1.5 billion of Rouse's senior
unsecured notes.

GGP does not issue senior unsecured bonds as part of its capital
structure, and its financing strategy has primarily been through
the use of secured debt (mortgages), equity, and its $1.8 billion
of credit facilities. However, in July 2002, GGP acquired JP
Realty along with its $100 million of senior unsecured notes. The
JP Realty notes are held in a wholly-owned GGP subsidiary, along
with an unencumbered asset pool which provides ratings support.
Fitch anticipates the $1.5 billion Rouse bonds will be held in a
similar wholly-owned subsidiary. However, with a heightened
levered transaction placing pressure on GGP's overall coverage and
leverage ratios, and the uncertainty regarding the unencumbered
support for the existing $100 million of JP Realty bonds and the
assumed $1.5 billion Rouse bonds, the ratings have been placed on
Negative Watch, reflecting the potential for a one notch
downgrade.

From an operational and asset standpoint, Fitch views the
acquisition of Rouse, specifically Rouse's mall assets, as
consistent with GGP's strategy and the integration of the mall
assets should not be an issue. When considering asset quality
Fitch views the Rouse portfolio as a compliment and upgrade to the
current GGP portfolio with its highly productive assets with
reported sales per square foot being $419 vs. GGP at $369. Rouse's
land development business and office portfolio are non-core assets
to GGP and Fitch will evaluate how they are incorporated and/or
disposed.

Post the Rouse acquisition, GGP will have a portfolio of
approximately 215 malls and total assets approaching $20 billion.
On a square footage basis, GGP will continue to be the second
largest owner of shopping malls with approximately 168 million
square feet - post acquisition, behind Simon Property Group at 192
million square feet. The transaction is anticipated to close by
year-end 2004.


GENERAL GROWTH: Rouse Merger Spurs S&P's CreditWatch
----------------------------------------------------
Standard & Poor's Ratings Services placed its 'BBB' corporate
credit rating for The Rouse Co. and its 'BBB-' corporate credit
rating for General Growth Properties Inc. on CreditWatch with
negative implications.

The CreditWatch listings follow today's announcement that General
Growth Properties and The Rouse Co. have entered into a definitive
merger agreement. Approximately $1.6 billion of rated securities
for The Rouse Co. and $100 million of rated securities for General
Growth Properties (that were issued by Price Development Co. L.P.)
are affected.

Under the terms of the agreement, which has been approved by each
company's board of directors, shareholders of The Rouse Co. will
receive $67.50 per share in cash. The total consideration will be
approximately $12.6 billion, including the assumption of
approximately $5.4 billion of existing debt. The transaction is
expected to close in the fourth quarter of 2004, and is subject to
the approval of Rouse shareholders, as well as customary closing
conditions.

While Standard & Poor's expects the combination will significantly
enhance the business profile of General Growth Properties, the
transaction is expected to initially result in a more aggressive
financial risk profile, with higher leverage, lower debt service
coverage, and an increased component of variable rate debt within
the capital structure. While The Rouse Co. had made great strides
in reducing secured debt within the capital structure, General
Growth Properties has stated that it intends to maintain its
strategy of adding mortgage debt, further encumbering the property
portfolio. Standard & Poor's will meet with management in the near
term to assess the planned capital structure, as well as the
company's strategic plans for the combined entity, to determine
the extent to which ratings could be impacted. However, it does
appear likely that the ratings assigned to The Rouse Co. bonds
will be lowered upon completion of the merger transaction.
   
                           Ratings List
                           ------------        

      The Rouse Co.                      Rating
                                 To                 From
                                 --                 ----
      Corporate Credit           BBB/Watch Neg      BBB/Stable
      Unsecured Debt             BBB-/Watch Neg     BBB-/Positive
     

      General Growth Properties          Rating
                                 To                 From
                                 --                 ----
      Corporate Credit           BBB-/Watch Neg     BBB-/Stable
      Unsecured Debt             BB+/Watch Neg      BB+


GLOBAL CROSSING: Court Extends Service Period to Sept. 24
---------------------------------------------------------
John P. Biedermann, Esq., at Brown Rudnick Berlack Israels, LLP,
in New York, relates that in accordance with the terms of the GX
Global Crossing Ltd. and its debtor-affiliates' Plan, the
Confirmation Order and the Liquidating Trust Agreement dated as of
December 9, 2003, a liquidating trust was established for the
purpose of liquidating the Debtors' assets for the benefit of the
GX creditors who hold Allowed Claims in Classes C, D, E, and F.  

The assets of the Liquidating Trust consist of, among other
things, certain causes of actions transferred by the Debtors to
the Liquidating Trust free of all claims, liens and encumbrances,
including certain preference avoidance actions pursuant to Section
547 of the Bankruptcy Code and fraudulent transfer avoidance
actions pursuant to Section 548 of the Bankruptcy Code.

Pursuant to the Plan, the Global Crossing Estate Representative is
specifically empowered to prosecute avoidance or recovery actions
under Sections 544, 547, 548 and 550 of the Bankruptcy Code.  The
GX Representative has filed approximately 1,000 adversary
complaints to recover preferential and fraudulent transfers
totaling approximately $340 million.  The Adversary Proceedings
were commenced over a period of six days beginning on January 22,
2004, and concluding on January 27, 2004.

As of May 2004, the GX Representative asked the Clerk of the
Bankruptcy Court to issue approximately 470 summonses.  The GX
Representative has served summonses, together with the
accompanying complaints, on approximately 455 defendants in
certain of the Adversary Proceedings.  Approximately 15 summonses
are presently in the hands of the Clerk of the Court for issuance,
and approximately 460 summonses have yet to be sent to the Clerk
of the Court for issuance by the GX Representative.

The time set forth in Rule 4(m) of the Federal Rules of Civil
Procedure, made applicable in the Adversary Proceedings by Rule
7004(a) of the Federal Rules of Bankruptcy Procedure, to
effectuate service of the summons and complaint in each of the
Adversary Proceedings expired on May 21, 2004, for the first of
the Adversary Proceedings -- 120 days after the date of filing --
and expired on May 27, 2004, for the last-filed Adversary
Proceedings.

By this motion, the GX Representative asks the Court, pursuant to
Sections 102(1) and 105(a) of the Bankruptcy Code and Bankruptcy
Rules 7004(a) and 9006(b), to:

    (a) extend the time limit to effect service of the summons and
        complaint in each of the Adversary Proceedings from 120
        days to 240 days from the date of the filing of the
        complaint; and

    (b) extend the time limit set forth in Local Bankruptcy
        Rule 9078-1 to file proof of service of the summons and
        complaint in each of the Adversary Proceedings from three
        days to 30 days from the date of service of the summons
        and complaint.

Mr. Biedermann notes that the GX Representative has acted and
continues to act promptly and diligently in its efforts to effect
service of process in the Adversary Proceedings.  The GX
Representative provides four reasons why an extension of the
deadline should be granted:

    (1) Missing Addresses

        The task of amassing the addresses of approximately
        1,000 defendants has proven to be extremely time-
        consuming.  In serving the Adversary Proceeding Complaints
        on domestic defendants, the GX Representative's counsel
        utilized the nationwide service by first class mail
        provision of Bankruptcy Rule 7004(b).  Although this
        service should be a fairly simple process, the GX
        Representative and its professionals have had substantial
        difficulty in timely securing addresses for some Adversary
        Proceeding defendants, as well as obtaining the names of
        the requisite officer or agent that must be the recipient
        of this service.  The GX Representative is reluctant to
        have summonses issued in all of the Adversary Proceedings
        before accurate information is available for all the
        defendants.

        New Global Crossing possesses and controls the information
        -- including defendant addresses and names of contact
        employees -- supporting the preference actions.  The GX
        Representative must rely on getting this information from
        New Global Crossing pursuant to a Cooperation Agreement
        that was executed in connection with the Plan.  While the
        GX Representative is not asserting any breach of the
        Cooperation Agreement, the reality of the situation is
        that, to get this information, the GX Representative must
        rely on the "cooperation" of a substantially downsized
        workforce that faced -- and continues to face -- many
        competing work demands in connection with New Global
        Crossing's emergence from bankruptcy.

        In addition, some of New Global Crossing's books and
        records containing this information simply cannot be found
        yet.  Where possible, the GX Representative's
        professionals have resorted to using information sources
        outside of New Global Crossing to supply the missing
        information, but those outside sources have only been a
        partial and uncertain cure.

    (2) Administrative Concerns

        The sheer volume of summonses that the Clerk of the Court
        must process has inevitably, and understandably, resulted
        in delay in the issuance of summonses.  Immediately prior
        to and during the period during which the GX
        Representative sought the issuance of its first summonses,
        nearly 5,000 adversary proceedings were filed in other
        bankruptcy cases like that of Enron Corp., Ames Department
        Stores, Inc., and Bethlehem Steel Corporation.  Due to the
        sheer volume of summonses which must be issued by the
        Clerk of the Court in Global Crossing and the other large
        cases, it is anticipated that there will continue to be
        delays in the issuance of summonses, with the result that
        the GX Representative may simply be unable to effect
        service of process in each of the nearly 1,000 Adversary
        Proceedings within the 120-day Service Period.

    (3) Delay of Returned Mail

        In several instances, summonses and complaints that were
        believed to be properly served have been returned by the
        U.S. Postal Service several weeks later.  Given this
        elapse in time, the GX Representative may not be aware for
        several weeks that service was not effected and therefore
        that it must obtain an alias summons.  The risk of
        returned mail is greater in Global Crossing's case given
        that the GX Representative must rely in large part on
        getting accurate information from New Global Crossing.
        These facts add a considerable amount of time to the
        service process, despite the best efforts of the GX
        Representative to see that service is made in timely
        manner.

    (4) Judicial Economy

        To avoid having to file piecemeal motions for extension of
        the time to serve the summons and complaint after the 120-
        day Service Period has elapsed in each of hundreds of
        Adversary Proceedings, the GX Representative maintains
        that in the interest of judicial economy a single order
        extending the 120-day Service Period is warranted.

Mr. Biedermann ascertains that the GX Representative's request for
an extension of the Service Period and the Proof of Service Period
will substantially aid in the efficient administration of the
Adversary Proceedings.  The benefit of extension is apparent:

    * the Clerk of the Court will have an extended window of time
      to issue the remaining summonses in the Adversary
      Proceedings;

    * the GX Representative will not have to burden the Court or
      the Clerk of the Court with multiple and piecemeal requests
      for extensions of the Service Period after the 120-day
      period has expired; and

    * the Court will not have to be burdened by motions to dismiss
      the Adversary Proceedings due to untimely service.

                           *     *     *

Judge Gerber extends the 120-day service period to and including
September 24, 2004, with respect to adversary proceedings
commenced by the GX Representative.

Judge Gerber also extends the time to file proof of service of the
summons and complaint in any adversary proceeding under Local
Bankruptcy Rule 9078-I from three days to 30 days from the date of
service.

Headquartered in Florham Park, New Jersey, Global Crossing Ltd.
-- http://www.globalcrossing.com/-- provides telecommunications  
solutions over the world's first integrated global IP-based
network, which reaches 27 countries and more than 200 major cities
around the globe. Global Crossing serves many of the world's
largest corporations, providing a full range of managed data and
voice products and services. The Company filed for chapter 11
protection on January 28, 2002 (Bankr. S.D.N.Y. Case No. 02-
40188). When the Debtors filed for protection from their
creditors, they listed $25,511,000,000 in total assets and
$15,467,000,000 in total debts.  Global Crossing emerged from
chapter 11 on Dec. 9, 2003. (Global Crossing Bankruptcy News,
Issue No. 65; Bankruptcy Creditors' Service, Inc., 215/945-7000)


GMAC COMM'L: Fitch Places 3 Classes on Rating Watch Negative
------------------------------------------------------------
Fitch Ratings places the following classes of GMAC Commercial
Mortgage Securities, Inc., mortgage pass-through certificates,
series 2002-FL-1, on Rating Watch Negative:

   --$24.3 million class D certificates 'BBB';
   --$11.5 million class E certificates 'BBB-';
   --$14.2 million class F certificates 'BB'.

In addition, Fitch affirms the following classes:

   --$164.1 million class A certificates 'AAA';
   --$31.7 million class B certificates 'AA';
   --$24.3 million class C certificates 'A';
   --Interest only class X 'AAA'.

The Rating Watch Negative status on the aforementioned classes
reflects concerns with declining performance of two loans: One
Kendall Square and The Infomart.

One Kendall Square, the largest loan in the pool (40.9%) is
secured 639,907 square feet of office space, a 31,641 sf cinema
and a 1,530 space parking garage. The property is located in
Cambridge, MA adjacent to the Massachusetts Institute of
Technology. The property is further encumbered by a $49.6 million
B note. Fitch stressed net cash flow for One Kendall Square based
on leases in place as of May 2004 declined approximately 42.2%
from issuance resulting in a Fitch-stressed debt service coverage
ratio of 0.85 times, compared to 1.46x at issuance, for the A
note. The declining NCF was driven by decreased occupancy,
resulting from less demand for biotech lab space (52.2% of the
subject net rentable area) and an abundance of new office space in
the market. As of May 31, 2004, the property was 69.7% occupied
compared to 93.5% at issuance.

The largest tenant at One Kendall, Genzyme Corporation, currently
occupies approximately 150,000 sf which expires in July 2005.
According to the master servicer, the borrower, sponsored by J.E.
Robert Companies (97%) and Lincoln Property Company (3%), is
negotiating a renewal lease for the tenant at below market rents.
Fitch is closely monitoring the results of this negotiation and
its subsequent effect on future NCF. The loan has two extension
options, subject to passing a DSCR test of 1.10x at a fixed
constant of 10.09%.

The second largest loan in the pool, The Infomart (20.7%), is
secured by a 1,168,198 sf class 'A-' office building, consisting
of both traditional (55%) and telecom space (45%), located in
Dallas, TX. The property is further encumbered by a $59 million B
note. The subject loan originally matured on May 1, 2004 and the
borrower exercised its sole one-year extension through May 1,
2005. Fitch-stressed NCF based on leases in place as of June 2004
for The Infomart declined 23.2% from issuance resulting in a
Fitch-stressed DSCR of 1.19x as compared to 1.55x at issuance.
Over the past two years the property has been severely impacted by
the downturn in the national telecom industry. Approximately 22
tenants have either filed for bankruptcy protection, or have
restructured respective leases. Occupancy has declined from 91% at
issuance to 76% as of June 30, 2004.

Although interest is paid sequentially, principal is paid pro rata
based on the class balances until a trigger event is met. A
trigger event is defined as either a) the outstanding balance of
the trust mortgage assets is 30% or less of its initial size, or
b) six or fewer trust mortgage assets remain in the pool (in each
case, exclusive of any specially serviced mortgage loans).
Additionally, any principal payments from trust mortgage assets
that are 60 days or more delinquent and principal recoveries on
defaulted loans will be distributed sequentially, while losses
will be borne in reverse sequential order.

Even thought the transaction's aggregate principal balance has
decreased 41.4% the subordination levels have not increased as the
deal is pro rata pay.

The remaining six loans in the pool have stable to increasing
performance characteristics as compared with issuance. Of note, is
the Park Central Office loan (14.0% of the pool) which is secured
by an office building located in Denver, CO. Fitch-stressed year-
end 2003 NCF increased approximately 13.2% from issuance,
resulting in a Fitch-stressed DSCR of 1.64x as compared with 1.45x
at issuance. The servicer indicated this loan will pay in full at
maturity of Sept. 1, 2004.


GRUPO IUSACELL: Inks Final Contract with Operadora Unefon
---------------------------------------------------------
Grupo Iusacell, S.A. de C.V. (NYSE: CEL) (BMV: CEL), and Operadora
Unefon, S.A. de C.V., principal subsidiary of Unefon, S.A. de C.V.
(BMV: UNEFON), signed the final contract and annexes that define
the technical aspects involved in providing exchange capacity and
roaming services.

The contract period is 10 years, during which time both companies
will exchange services in regions 2, 3, 4, 5, 6, 7, 8 and 9 of
Mexico.

The current contract has been approved by both the related parties
committee and the board of directors of Grupo Iusacell.

Both companies are ready to begin exchanging services.

"We believe this contract will benefit Iusacell customers allowing
for an increase in company capacity and service coverage," said
Gustavo Guzman, CEO of Grupo Iusacell.

                           About Iusacell

Grupo Iusacell, S.A. de C.V. (Iusacell, NYSE and BMV: CEL) is a
wireless cellular and PCS service provider in Mexico encompassing
a total of approximately 92 million POPs, representing
approximately 90% of the country's total population. Independent
of the negotiations towards the restructuring of its debt,
Iusacell reinforces its commitment with customers, employees and
suppliers and guarantees the highest quality standards in its
daily operations offering more and better voice communication and
data services through state-of-the-art technology, such as its new
3G network, throughout all of the regions in which it operate.

                           *     *     *

As reported in the Troubled Company Reporter on June 16, 2004,
Grupo Iusacell, S.A. de C.V. (NYSE: CEL) (BMV: CEL) informed on
June 11 that, in line with its disclosure in its annual reports
for fiscal year 2002 filed in June 2003 with the Mexican Stock
Exchange and the New York Stock Exchange (20-F), and in accordance
with the terms of the US$266 million Amended and Restated
Syndicated Credit Agreement (Syndicated Loan) dated March 29, 2001
entered into by its principal subsidiary, Grupo Iusacell Celular,
S.A. de C.V., the maturity date for the total principal amount
under this credit was to be accelerated to March 31, 2004 in the
event that Grupo Iusacell Celular was unable to refinance by such
date its US$150 million 10% senior notes due 2004.

Grupo Iusacell Celular has not reached any agreement with the
holders of its senior notes.

Nonetheless, the company continues to work on the process of
restructuring its indebtedness.


HI-RISE RECYCLING: Hires Shearman & Sterling as Special Counsel
---------------------------------------------------------------
Hi-Rise Recycling Companies, Inc., sought and obtained approval
from the U.S. Bankruptcy Court for the Northern District of Ohio
to employ Shearman & Sterling LLP as its special counsel.

The Debtor reports that Shearman & Sterling is familiar with the
Company's corporate and debt structure as a result of its previous
engagement during the sale of the Company's Solid Waste Division.

The Debtor believes that the Firm's extensive experience in
commercial matters and its understanding of the facts and issues
regarding its corporate and debt structures, will greatly improve
efficiency in the administration of the Company's chapter 11
proceeding.

Shearman & Sterling will receive a $50,000 retainer for general
corporate legal advice.  Shearman does not disclose its hourly
rates.

To the best of the Debtor's knowledge, Shearman & Sterling is a
"disinterested person" as that 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). Lawrence E.
Oscar, Esq., and Warren Goldenberg, Esq., at Hahn Loeser & Parks
LLP, represent Hi-Rise.  When the Debtor filed for protection from
its creditors, it listed more than $1 million in estimated assets
and more than $10 million in estimated debts.


HYPERTENSION DIAGNOSTICS: Dismisses Ernst & Young as Auditors
-------------------------------------------------------------
On June 23, 2004, the Audit Committee of the Board of Directors of
Hypertension Diagnostics, Inc. dismissed Ernst & Young LLP as the
Company's independent accountants.

The report of Ernst & Young on the financial statement of the
Company for the year ended June 30, 2002 contained an explanatory
paragraph wherein Ernst & Young expressed substantial doubt about
the Company's ability to continue as a going concern.

The Company's Audit Committee recommended and approved the
decision to change independent accountants.

On June 23, 2004, the Audit Committee of the Board of Directors of
the Company engaged Virchow, Krause & Company, LLP as its new
independent accountants.


INDYMAC ABS: Fitch Downgrades Class BV Notes to 'BB' from 'BBB'
---------------------------------------------------------------
Fitch has taken the following rating actions on the IndyMac ABS,
Inc. Home Equity issue:

   Series SPMD 2000-B Group 2:

      --Class AV-1 affirmed at 'AAA';

      --Class MV-1 affirmed at 'AA';

      --Class MV-2 affirmed at 'A';

      --Class BV downgraded to 'BB' from 'BBB' and removed from
        Rating Watch Negative.

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

The negative rating action on class BV is the result of poor
collateral performance and the deterioration of asset quality
beyond original expectations. Portfolio performance is, in part,
suffering from adverse selection. IndyMac SPMD 2000-B Group 2
contained 6.7% manufactured housing (MH) collateral at closing
(July 28, 2000), and as of July 2004, the percentage of MH has
increased to 19.1%. To date, MH loans have exhibited very high
historical loss severities, causing Fitch to have concerns
regarding the adequacy of enhancement in this deal, especially
with regard to Class BV. MH has been responsible for nearly 40% of
total losses to date.

As of the July distribution, this transaction has $934,144 of
overcollateralization compared to the OC target of $1.104 million.
Monthly excess spread generated within the transaction is
generally decreasing over time (pursuant to the structure, OC
began stepping down in April 2004), while - on average - monthly
gross losses are increasing, resulting in increasing monthly
reductions in credit enhancement (i.e., OC). While the twelve-
month average net losses (gross losses net of available excess
spread) equal $45,156, the six- and three-month average net losses
are $62,348 and $108,977, respectively.

The Group 1 and 2 mortgage pools within the SPMD 2000-B
transaction are not cross-collateralized, so any excess spread
generated within Group 1 is not available to offset losses in
Group 2. However, the deal was structured with mortgage insurance.
Currently, approximately 35% of the mortgage pool has MI down to
80% loan to value, which will serve to somewhat mitigate the
overall loss numbers.


INTEGRATED HEALTH: Prepares for Distribution to Premiere Creditors
------------------------------------------------------------------
In January 2002, the Official Committee of Unsecured Creditors of
Premier Associates, Inc. (one of Integrated Health Services,
Inc.'s debtor-affiliates) pursued fraudulent conveyance claims and
related causes of action on behalf of Premier.  The IHS Debtors
believed that the pursuit of these causes of action would most
likely harm their estates because of the associated litigation
costs.  The resulting dispute led to briefing, testimony and oral
argument before the United States Bankruptcy Court for the
District of Delaware during the Summer of 2002.  The matter
remained sub judice until March 2003 when the Debtors and the
Premier Committee agreed to a settlement.

The Settlement includes:

  (1) Special and favorable treatment for the holders of Premier
      Unsecured Claims, which allow them to receive greater
      distribution than the holders of General Unsecured Claims
      under the Plan;

  (2) The IHS Debtors' payment of the Premier Committee's
      professional fees; and

  (3) The dissolution of the Premier Committee and elimination of
      the associated costs on the Plan Effective Date.

The Plan sets forth the agreed classification and treatment of
Premier Unsecured Claims (Class 7):

     "Irrespective of whether the Sale Transaction or the Stand-
      Alone Transaction are implemented each holder of an Allowed
      Premier Unsecured Claim shall receive a distribution of
      Cash in an amount equal to 6% of its Allowed Premier
      Unsecured Claim, provided, however, that:

      (i) if the aggregate amount of the Allowed Premier Unsecured
          Claims exceeds $22,000,000.00 but is less than or equal
          to $37,000,000.00, then in lieu of the foregoing, each
          holder of an Allowed Premier Unsecured Claim shall
          receive a distribution of Cash in an amount equal to 3%
          of its Allowed Premier Unsecured Claim plus such
          holder's Pro Rata Share of $660,000.00; and

    (ii) if the aggregate amount of the Allowed premier Unsecured
         Claims exceeds $37,000,000.00, then in lieu of all the
         foregoing, each holder of an Allowed Premier Unsecured
         Claim shall receive a distribution of Cash in an amount
         equal to its Pro Rata Share of $1,770,000.00.  In no
         event shall the amount to be distributed to holders of
         Allowed Premier Unsecured Claims exceed $1,770,000.00."

After the Effective Date, notwithstanding that the Plan had
dissolved the Premier Committee, the Premier Committee's former
counsel, Blanco Tackaberry Combs & Matamoros and The Bayard Firm,
asked the Court -- on behalf of the defunct Premier Committee --
to direct IHS Liquidating, LLC, as successor to the IHS Debtors,
to make distributions to Premier Unsecured Claim holders.

In response, IHS Liquidating:

   -- explained the reasons why a distribution was not yet
      possible;

   -- asked the Court to designate those claims on the IHS
      Debtors' consolidated claims register as Premier Unsecured
      Claims, without prejudice to IHS Liquidating's right to
      object to any of the claims on other grounds; and

   -- objected to the standing of the Premier Committee and the
      Former Premier Committee Counsel to file motions or charge
      the IHS Debtors' estates for fees and expenses, after
      having been dissolved and discharged of all duties pursuant
      to the Plan.

On March 8, 2004, the Court entered a Designation Order, a
consensual form of order resolving most of the issues between IHS
Liquidating and the Former Premier Committee Counsel.  The
Designation Order designated those claims constituting Premier
Unsecured Claims, without prejudice to IHS Liquidating's right to
object or dispute any of the Premier Unsecured Claims.  By
separate order, the Court directed IHS Liquidating to file all new
objections or requests to estimate Premier Unsecured Claims in
sufficient time to schedule a hearing on April 22, 2004.

The Designation Order further requires IHS Liquidating to seek the
Court's authority to make an initial distribution to the Allowed
Premier Unsecured Claim holders, within 10 days after the first
date on which all Premier Unsecured Claims are estimated, capped,
fixed or expunged pursuant to a final Court Order.

In accordance with the Designation Order, IHS Liquidating filed
objections to certain Premier Unsecured Claims, including the
unliquidated or contingent claims.  Certain of the claims were
fixed or expunged at the April 22, 2004 hearing pursuant to a
Court Final Order.  The unliquidated or contingent claims filed by
Don G. Angell and his affiliates were addressed in a June 25, 2004
Court Order, which has been subsequently appealed by IHS
Liquidating.

On May 26, 2004, the Court held a hearing on whether the Premier
Committee had standing to file motions after the Effective Date.  
At that time, IHS Liquidating's counsel did not object to the
payment of the Former Premier Committee Counsel's fees and
expenses so long as the payment is funded from the aggregate
distribution that would otherwise be paid to the Allowed Premier
Unsecured Claim holders pursuant to the Plan.

The Former Premier Committee Counsel, while not conceding this
point, advised the Court that it would file requests for
compensation at a later time.  To date, no request has been filed.

Currently, the amount of all Premier Unsecured Claims, including
both Allowed and Disputed Premier Unsecured Claims, aggregate
$20,000,000 -- 70% of which are the disputed Angell Claims.  
Pursuant to the Court's Final Order, the existing Allowed
Premiere Unsecured Claims total $6,000,000.  Accordingly, a 6%
distribution to the Allowed Premier Unsecured Claim holders would
amount to less than $350,000.

Since there are no longer any unliquidated or contingent Premier
Unsecured Claims, IHS Liquidating asks the Court:

   (1) for permission to make an initial distribution to the
       Allowed Premier Unsecured Claim holders;

   (2) to direct the Former Premier Committee Counsel to file
       requests for compensation and set a deadline by which the
       Compensation Motions must be filed; and

   (3) to rule that any payments due to the Former Premier
       Committee Counsel or the Premier Committee resulting from
       the Court's consideration of the Compensation Motions will
       be charged to the Allowed Premier Unsecured Claim holders.

Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP,
in Wilmington, Delaware, relates that IHS Liquidating has
performed substantially all the work necessary to facilitate an
initial distribution to the Allowed Premiere Unsecured Claim
holders.  IHS Liquidating believes that it is appropriate and
feasible to make that distribution at this time.

Despite its desire to make the initial distribution promptly, IHS
Liquidating finds it unfair to the holders of Class 6 General
Unsecured Claims for the proposed distribution to be made prior to
consideration of any Compensation Motion.  If the fees and
expenses of the Former Premiere Committee Counsel are not charged
to the Allowed Premiere Unsecured Claim holders, then those costs,
if approved by the Court, would presumably be borne by the General
Unsecured Claim holders.

Unlike the Premiere Unsecured Claim holders, which are receiving a
fixed distribution, Mr. Brady points out that General Unsecured
Claim holders are receiving pro rata residual distributions from
IHS Liquidating, based on the assets after all other distributions
are made and costs are satisfied.  Mr. Brady maintains that the
post-Effective Date motion practice and other activity undertaken
by the Former Premiere Committee Counsel were performed solely for
the benefit of the Premiere Unsecured Claim holders and were not
authorized under the Plan.  There has already caused IHS
Liquidating to incur legal costs in responding to various filings
and informal demands.  The General Unsecured Claim holders, who
bargained for the dissolution of the Premiere Committee in
exchange for agreeing to special treatment for Premiere Unsecured
Claims, should not be forced to fund the litigation efforts of the
Former Premiere Committee Counsel.

If IHS Liquidating is allowed to make an initial distribution to
the Allowed Premiere Unsecured Claim holders, Mr. Brady adds,
there will still be at least $30,000,000 available for
distribution to other unsecured creditors after the payment of all
Allowed and reasonably anticipated Excluded Administrative Expense
Claims, Priority Tax Claims, Other Priority Claims and Other
Secured Claims.

Headquartered in Owings Mills, Maryland, Integrated Health
Services, Inc. -- http://www.ihs-inc.com/-- IHS operates local  
and regional networks that provide post-acute care from 1,500
locations in 47 states. The Company filed for chapter 11
protection on February 2, 2000 (Bankr. Del. Case No. 00-00389).
Michael J. Crames, Esq., Arthur Steinberg, Esq., and Mark D.
Rosenberg, Esq., at Kaye, Scholer, Fierman, Hays & Handler, LLP,
represent the Debtors in their restructuring efforts.  On
September 30, 1999, the Debtors listed $3,595,614,000 in
consolidated assets and $4,123,876,000 in consolidated debts.
(Integrated Health Bankruptcy News, Issue No. 79; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


JONES LEGACY I: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Jones Legacy I, LLC
             8101 Leonora
             Houston, Texas 77061

Bankruptcy Case No.: 04-41745

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Jones Legacy 2, LLC                        04-41751

Chapter 11 Petition Date: August 18, 2004

Court: Southern District of Texas (Houston)

Debtor's Counsel: Marilee A. Madan, Esq.
                  Russell and Madan
                  4265 San Felipe, Suite 250
                  Houston, TX 77027
                  Tel: 713-355-3333
                  Fax: 713-355-3303

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 8 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
CenterPoint Energy                         Unstated

City of Houston                            Unstated
Tax Assessor Collector

City of Houston                            Unstated
Water Department

Harris County Tax Assessor Collector       Unstated

Houston Community College System           Unstated

Houston Independent School District        Unstated

International Interests, L.P.              Unstated

Reliant Energy                             Unstated


KAISER ALUMINUM: Court Okays Settlement with National Entities
--------------------------------------------------------------
On December 31, 1984, Kaiser Aluminum & Chemical Corporation,
Kaiser Aluminum & Chemical of Canada Limited, and Kaiser Aluminum
Properties, Inc., on the one hand, and National Refractories &
Mineral Corporation and its affiliates, CFB Liquidated
Corporation, WFB Liquidating Corporation, National Refractories &
Minerals, Inc., on the other hand, entered into an asset purchase
agreement.  KACC, Kaiser Canada Limited and Kaiser Properties
agreed to sell to the National Entities real and personal property
located in Oakville, Ontario, Canada, and various other locations
in the United States and Mexico.

Additionally, pursuant to the terms of the Asset Purchase
Agreement, the parties executed an agreement on environmental
compliance, which allocated responsibility among the parties for
any liability imposed by federal, state or local law for any
environmental conditions relating to the properties that were
sold.  The Compliance Agreement contained indemnification
provisions and imposed certain obligations on the National
Entities in their use of the Oakville Property.

In May 1999, in connection with its acquisition of CFB
Industries, Inc., the National Entities incurred certain
indebtedness to Congress Financial Corporation (Western).  On
May 10, 1999, KACC, National Refractories and Congress Financial
entered into an amended and restated Intercreditor and
subordinator agreement, pursuant to which, among other things,
KACC agreed to subordinate its indebtedness against the National
Entities to that of Congress Financial.

In connection with a $2,500,000 bridge loan Congress Financial
made to National Refractories, a Put/Call Agreement was entered
into by KACC, National Refractories, and Congress Financial in
September 2001, involving real and personal property owned by
National Refractories in Moss Landing, Monterrey County,
California.  According to the terms of the Put/Call Agreement,
National Refractories had the right to require KACC to purchase
the Moss Landing Property for $5,000,000, and KACC had the right
to require National Refractories to sell the Moss Landing Property
for $5,000,000.

At the time that the National Entities filed their voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code, they
were indebted to Congress Financial for $28,000,000, which was
secured by a senior security interest in substantially all of the
National Entities' assets.  The National Entities owed KACC:

    (a) $4,275,000, plus interest from May 6, 1999, pursuant to a
        Subordinated Note dated April 30, 1985; and

    (b) $2,500,000, plus interest from May 6, 1999, pursuant to a
        Standby Note under a Standby Revolving Credit and Security
        Agreement and Guaranty, which was secured by a junior
        security interest in substantially all of the assets of
        the National Entities.

KACC filed two proofs of claim against the National Entities:

    (a) Claim No. 954, filed in National Refractories' Chapter 11
        case on February 15, 2002, for $11,775,000, plus
        attorneys' fees and costs; and

    (b) Claim No. 19, filed in NR&M's Chapter 11 case on March 24,
        2002, for $8,000,000, plus attorneys' fees and costs, and
        included amounts owed for goods sold, services performed,
        guaranty obligations, potential environmental claims and
        warranty claims.

The National Entities also filed two proofs of claim against
KACC:

    (a) Claim No. 1256, filed by National Refractories on
        January 9, 2003, for an unstated amount, but asserted
        claims, for, or in respect of:

        -- breach of the Put/Call Agreement;

        -- breach of the indemnity provisions of the Asset
           Purchase Agreement, and the Compliance Agreement;

        -- environmental costs associated with the Oakville
           Property; and

        -- environmental costs associated with other properties
           transferred pursuant to the Asset Purchase Agreement;

    (b) Claim No. 1257, filed by NR&M on January 9, 2003, for
        amounts arising from:

        -- breaches of the Asset Purchase Agreement and the
           Compliance Agreement; and

        -- environmental costs associated with the Oakville
           Property.

The National Entities further assert that they have a right to
recover from KACC, or from the proceeds of the liquidation of the
properties subject to KACC's lien, a significant portion of
$200,000 in taxes that are due to the State of California as a
result of the sale of the Moss Landing Property in 2003.

As of March 1, 2004, the secured obligation owed by the National
Entities to Congress Financial had been paid in full from the
liquidation of collateral subject to the senior security interest
of Congress Financial.  Congress Financial has retained a reserve
of $31,000, pending the outcome of a review of Congress
Financial's accounting of the proceeds.  The review will be
conducted by KACC, the National Entities, and the Official
Committee of Unsecured Creditors appointed in National
Refractories' Chapter 11 case.

All assets of the National Entities subject to KACC's junior
security interest have been liquidated except for certain mold
power technology that is currently the subject of litigation
between National Refractories and Metallurgica.  In addition, as
of March 1, 2004, the assets of the National Entities' estates
consisted primarily of $1,725,000 in cash, representing the
proceeds from the liquidation of assets constituting collateral
for KACC's junior secured claim as well as other assets not
necessarily subject to KACC's claim.

To avoid the expense and uncertainty of litigation and the
concomitant delay in the administration of their Chapter 11 cases,
the Debtors sought and obtained the Court's approval of their
Settlement Agreement with the National Entities to resolve all
related claims.

The salient terms of the Settlement Agreement are:

    (a) Of the $1,725,000 currently held by the National Entities,
        $475,000 will be set aside to pay the fees incurred in
        2004 by any professionals retained by the National
        Entities pursuant to a Court order.  Any remaining
        portion of the $475,000 will be used to pay a pro-rata
        distribution to the holders of administration claims,
        other than the retained professionals;

    (b) The remaining $1,250,000 held by the National Entities
        will be paid to KACC, and NR&M will withdraw, with
        prejudice, the claims it filed in the Debtors' Chapter
        11 cases;

    (c) Within ten days of the receipt of the $1,250,000, KACC
        will withdraw, with prejudice, the claims it filed in the
        National Refractories and NR&M Chapter 11 cases;

    (d) Congress Financial will withdraw, with prejudice, its
        claim filed in the Debtors' Chapter 11 cases;

    (e) Congress Financial and the National Entities will release
        each of the Debtors from any and all claims arising
        between the parties before the execution of the Settlement
        Agreement;

    (f) KACC will release Congress Financial and the National
        Entities with respect to any and all claims arising before
        the execution of the Settlement Agreement; and

    (g) National Refractories agrees to use its best efforts to
        reach a settlement agreement with the owner of the
        property located at 1852 Rutan Drive in Livermore,
        California, regarding his administrative claim filed in
        the National Entities' Chapter 11 cases.  That settlement
        agreement will include the property owner's release of
        KACC -- including its present and former officers Joseph
        Bonn and John T. LaDuc -- from all claims relating to the
        Rutan Property.

Headquartered in Houston, Texas, Kaiser Aluminum Corporation --
http://www.kaiseral.com/-- operates in all principal aspects of  
the aluminum industry, including mining bauxite; refining bauxite
into alumina; production of primary aluminum from alumina; and
manufacturing fabricated and semi-fabricated aluminum products.  
The Company filed for chapter 11 protection on February 12, 2002
(Bankr. Del. Case No. 02-10429).  Corinne Ball, Esq., at Jones,
Day, Reavis & Pogue, represent the Debtors in their restructuring
efforts. On September 30, 2001, the Company listed $3,364,300,000
in assets and $3,129,400,000 in debts. (Kaiser Bankruptcy News,
Issue No. 48; Bankruptcy Creditors' Service, Inc., 215/945-7000)


KING SERVICE: Wants to Employ Segel Goldman as Attorneys
--------------------------------------------------------
The King Service, Inc., asks the U.S. Bankruptcy Court for the
Northern District of New York for permission to retain Segel,
Goldman, Mazzotta & Siegel, PC., as its bankruptcy Counsel.

Segel Goldman will:

    a) give the Debtor legal advice with respect to its rights,
       powers and duties as debtor-in-possession in the
       continued operation of its business and administration of
       its estate;

    b) prepare on behalf of the Debtor any necessary schedules,
       statements, applications, answers, orders, reports,
       documents, disclosure statement, plan and other legal
       papers necessary for the proper administration of the
       Estate;

    c) negotiate and represent the Debtor with regards to its
       business affairs, any sale of assets or other aspects of
       Debtor's business including the preparation of proposals,
       contracts and other documentation necessary to administer
       the estate, formulate and implement a Chapter 11 Plan
       together with the Debtor; and

    d) perform all other legal services for the Debtor which may
       be necessary or proper herein.

Segel Goldman professionals will charge the Debtor at their
current hourly rates:

            Position               Hourly Rate
            --------               -----------
            senior attorneys          $220
            associate attorneys        175
            paralegals                 140

Headquartered in Troy, New York, The King Service operates
gasoline service stations, convenience stores and a fuel oil
business.  The Company filed for chapter 11 protection on July 14,
2004 (Bankr. N.D.N.Y. Case No. 04-14661).  Howard M. Daffner,
Esq., at Segel, Goldman, Mazzota & Siegel, PC. represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection, it listed $12,090,890 in total assets and $13,498,949
in total debts.


LIQUIDMETAL TECH: Completes $5.5 Million Senior Debt Offering
-------------------------------------------------------------
Liquidmetal(R) Technologies, Inc. (Pink Sheets:LQMT) has completed
a private exchange offer for its 6% Secured Convertible Notes due
2007.

Under terms of the exchange offer, approximately $5.5 million in
aggregate principal amount of the Prior Notes have been exchanged
for an aggregate of:

    (i) $2.75 million of 6% Senior Secured Notes Due 2007 and

   (ii) $2.75 million of 10% Senior Secured Notes Due 2005.

In addition, the company voluntarily redeemed approximately $4.5
million of the Prior Notes, in cash.

The newly issued Short-Term Notes will have a maturity date of
July 29, 2005, and a conversion price of $2.00 per share (compared
to a conversion price of $3.00 per share under the Prior Notes).
The Long-Term Notes will have a maturity date of July 29, 2007,
and a conversion price of $1.00 per share. Holders of the Long-
Term Notes will also have the right to call for repayment of the
Long-Term Notes prior to maturity at any time after the second
anniversary of the closing of the exchange offer. In addition,
holders of both the Long-Term Notes and Short-Term Notes will have
the right to call for repayment of the notes if the company does
not, within 180 days of the issuance of the notes, become
compliant with its SEC reporting obligations and become listed or
quoted on the OTC Bulletin Board, the Nasdaq Stock Market, or
other national securities exchanges. A total of 562,151 warrants
to purchase the company's common stock at an exercise price of
$3.00 per share -- all of which were previously issued in
connection with the purchase of the Prior Notes -- have been
amended to provide for an extended expiration date of March 1,
2006.

As disclosed in the company's SEC Form 8-K filings on March 3 and
July 2, 2004, the Prior Notes were issued in a private placement
transaction in the amount of approximately $10 million to investor
groups based in the U.S. and South Korea. The exchange offer was
made as a result of the company's previously announced delays in
filing its periodic financial reports with the SEC and resulting
inability to timely file a registration statement covering the
resale of the common stock into which the Prior Notes were
convertible. Under the terms of the exchange offer, the company's
default under the Prior Notes has been waived, and the company has
an extended period of 90 days after the issue date of the New
Notes, or until October 27, 2004, to become current in its
periodic SEC filings and then file a registration statement
covering the shares into which the new notes are convertible.

As a result of the completion of the exchange offer, none of the
Prior Notes remain outstanding.

               About Liquidmetal Technologies, Inc.

Liquidmetal Technologies, Inc., http://www.liquidmetal.com/is the  
leading developer, manufacturer, and marketer of products made
from amorphous alloys.  Amorphous alloys are unique materials that
are characterized by a random atomic structure, in contrast to the
crystalline atomic structure possessed by ordinary metals and
alloys.  Bulk Liquidmetal(R) alloys are two to three times
stronger than commonly used titanium alloys, harder than tool
steel, and relatively non-corrosive and wear resistant.  Bulk
Liquidmetal alloys can also be molded into precision net-shaped
parts similar to plastics, resulting in intricate and
sophisticated engineered designs.  Liquidmetal Technologies is the
first company to produce amorphous alloys in commercially viable
bulk form, enabling significant improvements in products across a
wide array of industries.  The combination of a super alloy's
performance coupled with unique processing advantages positions
Liquidmetal alloys for what the company believes will be The Third
Revolution(TM) in material science.

                         *     *     *

                 Liquidity and Capital Resources

In its most recent Form 10-K for the fiscal year ended Dec. 31,
2002, filed with the Securities and Exchange Commission,
Liquidmetal Technologies reports:

"We believe that our current cash and cash equivalents, together
with anticipated cash flow from our operations, will be sufficient
to fund our working capital and capital expenditure requirements
for at least the next 12 months.  However, our future capital
needs will be dependent to a significant extent on our ability to
generate cash flow from operations.  Our projections of cash flows
from operations and, consequently, future cash needs are subject
to uncertainty.  If our available funds and cash generated from
operations are insufficient to satisfy our liquidity requirements,
we may need to raise additional capital to fund our working
capital or capital expenditure requirements.  We cannot be certain
that additional capital, whether through selling additional debt
or equity securities or obtaining a line of credit or other loan,
will be available to us or, if available, will be on terms
acceptable to us.  If we issue additional securities to raise
funds, these securities may have rights, preferences, or
privileges senior to those of the rights of our common stock and
our stockholders may experience additional dilution."

The company posted net losses in each quarter of 2002 and 2003 for
which it published financial results.


METALLURG INC: S&P Raises Senior Debt Ratings to CCC & CC
---------------------------------------------------------
Standard & Poor's Rating Services raised its corporate credit
rating on New York, N.Y.-based Metallurg Inc. and its parent
Metallurg Holdings Inc. to 'CCC' from 'D'.  At the same time,
Standard & Poor's raised its ratings on Metallurg's 11% senior
unsecured notes due 2007 to 'CC' from 'D' and Metallurg Holdings'
12.75% senior discount notes due 2008 to 'CC' from 'D'. The
outlook is negative.

The upgrade follows the recent $1.5 million interest payment made
by Metallurg Holdings to public holders of its 12.75% senior
discount notes due 2008 within the 30-day grace period provided
under the bond indenture, and the refinancing of Metallurg's
credit facility. The new credit facility consists of a $21 million
letter of credit facility and a $10 million term loan at Metallurg
and a $1.7 million term loan at Metallurg Holdings, all maturing
on Aug. 31, 2007. The term loan at Metallurg Holdings was used to
help make an interest payment on its 12.75% notes.

"The ratings reflect an onerous debt burden, limited liquidity,
and dependence on favorable industry conditions," said Standard &
Poor's credit analyst Dominick D'Ascoli.

Metallurg produces and markets metal alloys used by manufacturers
of steel, aluminum, and superalloys from production facilities
located in the U.S., U.K., and Brazil. The company's poor
financial condition resulted from high financial leverage and a
downturn in its end markets, including steel, aluminum, and
aerospace.


METROPCS INC: Delays Filing Second Quarterly Report with SEC
------------------------------------------------------------
MetroPCS, Inc. will delay its second quarter 2004 earnings
release, and will also delay, beyond the previously extended
required filing date, the filing with the Securities and Exchange
Commission of its quarterly report on Form 10-Q for the quarter
ended June 30, 2004.

As announced earlier, the MetroPCS Audit Committee is conducting
an independent investigation into an understatement of revenues
and net income for the quarter ended March 31, 2004, and has
retained independent counsel to assist in the investigation.  
MetroPCS will delay its second quarter 2004 earnings release and
the filing of its second quarter 2004 10-Q until after completion
of the investigation, and cannot predict when such investigation
will be completed.

By not filing its 10-Q, MetroPCS has failed to comply with a
covenant in the indenture governing its $150 million of 10 3/4%
senior notes due 2011. The filing delay will not result
immediately in an event of default under the indenture or
acceleration of the notes.  The indenture trustee or the holders
of 25% of the principal amount of the notes will have the right to
accelerate the notes only if MetroPCS fails to file the second
quarter 2004 10-Q within 60 days after the date the trustee or the
abovementioned holders provide a notice to MetroPCS.  If an
acceleration of the notes were to occur, MetroPCS might then be
unable to satisfy its note payment obligations, and would likely
seek alternative financing sources to satisfy those obligations.  
However, MetroPCS expects to cure this covenant breach in a timely
fashion, and consequently expects that the notes will not become
due as a result of the filing delay.

                      About MetroPCS, Inc.

Dallas-based MetroPCS, Inc. is a wholly-owned subsidiary of
MetroPCS Communications, Inc. and a provider of wireless
communications services.  Through its subsidiaries, MetroPCS, Inc.
holds 18 PCS licenses in the greater Miami, San Francisco, Atlanta
and Sacramento metropolitan areas.  MetroPCS offers customers flat
rate plans with unlimited anytime local and long distance minutes
with no contract.  MetroPCS is among the first wireless operators
to deploy an all-digital network based on third generation
infrastructure and handsets.  For more information, visit the
MetroPCS web site at http://www.metropcs.com/

                        *     *     *

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

                  Liquidity and Capital Resources

"The construction of our network and the marketing and
distribution of our wireless communications products and services
have required, and will continue to require, substantial capital
investment. Capital outlays have included license acquisition
costs, capital expenditures for network construction, funding of
operating cash flow losses and other working capital costs, debt
service and financing fees and expenses. We estimate that our
aggregate capital expenditures for 2004, which will be primarily
associated with our efforts to increase the capacity of our
network, will be approximately $210 million, of which $49.2
million had been incurred through March 31, 2004. We believe our
cash on hand and cash generated from operations will be sufficient
to meet our projected capital requirements for the foreseeable
future. Although we estimate that these funds will be sufficient
to finance our continued growth, we may have additional capital
requirements, which could be substantial, for future network
upgrades, and advances in new technology.

"Existing Indebtedness. As of March 31, 2004, we had $193.1
million of total indebtedness. This indebtedness consists of
$150.0 million of our senior notes, $43.5 million face amount of
our FCC notes, which are recorded net of unamortized original
issue discount of $4.2 million, and $3.8 million of debt
associated with our obligation to other carriers for the cost of
clearing microwave links in areas covered by our licenses."


MIRANT CORP: Wants Court to Reconsider Expanding Examiner's Role
----------------------------------------------------------------
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.

                    Requests for Reconsideration

(1) Mirant Committee

The Official Committee of Unsecured Creditors of Mirant
Corporation, et al. asks the Court to reconsider and modify that
portion of the Memorandum Order regarding access to a record.
Moreover, the Mirant Committee asks Judge Lynn to re-institute
the Court-supervised monthly status conferences.

Paul S. Silverstein, Esq., at Andrews & Kurth, LLP, in New York,
contends that the monthly status conferences are specifically
authorized by Section 105(d) of the Bankruptcy Code and, with an
appropriate record, provide a forum for the Court and parties-in-
interest to attempt to address myriad case matters.  Vesting the
Examiner with authority to conduct status conferences without
access to the record of those conferences except upon a showing
of "cause" would do a disservice to all concerned by cloaking the
conferences under an inappropriate shroud of secrecy.  Because
the Court has indicated that it may give some deference to the
Examiner's views, Mr. Silverstein asserts that a complete record
of status conferences presided over by the Examiner is essential
to insure fairness to all parties-in-interest.

Under the Memorandum Order, the Court further directed the
Examiner to nominate a representative to the Fee Review
Committee.  In response, the Examiner designated one of his
Court-retained attorneys rather than a business person.  Mr.
Silverstein points out that this designation is in marked
contrast to the designees sitting on the Fee Review Committee
from each of the other principal constituents in Mirant's case --
none of whom are outside retained counsel to constituencies in
these cases.

Accordingly, the Mirant Committee asks Judge Lynn to clarify the
Memorandum Order to provide that the Examiner will designate to
the Fee Review Committee a business person as opposed to one of
his attorneys.

(2) MAGi Committee

Deborah D. Williamson, Esq., at Cox & Smith Incorporated, in San
Antonio, Texas, notes that on its face, the Examiner's authority
under the Order appears to encompass many duties and tasks that
generally are reserved to the Debtors and the official
committees, and indeed appears to be almost boundless.  Other
powers, like the Examiner's charge to monitor and evaluate the
parties' negotiations, appear to be inappropriate.

The MAGi Committee is deeply concerned that the effect of this
expansion of the Examiner's powers will be to curtail the
parties' ability to negotiate freely, discuss and, where
appropriate, enforce their rights in these matters, as they are
charged to do.  Given that these cases are at a sensitive
juncture as to plan discussions, the MAGi Committee is unclear as
to the purpose and intention behind adding an additional party to
"police" these discussions.

Moreover, the MAGi Committee is concerned because, now that plan
negotiations are to be conducted under the scrutiny of an
Examiner charged with evaluating the parties' good faith, the
vigor with which the parties will advocate on behalf of their
constituencies may be restrained or chilled -- a result that is
inconsistent with the committees' charge to represent their
constituencies vigorously.  The combination of all of these
powers granted under the Expanded Examiner Order -- the access to
parties' negotiations, reporting to the Court thereon, together
with the potential standing as a litigant -- implicates critical
issues of potential waiver of privilege and separation between
the Court and litigants.

Just as importantly, Ms. Williamson points out that the Expanded
Examiner Order is based on factual conclusions that the MAGi
Committee believes are either inaccurate or without any basis in
the record of these cases.  The MAGi Committee is concerned that
these findings will be used as findings of fact on substantive
issues that will arise in these cases.  At a minimum, the views
of the constituencies in these cases, including the MAGi
Committee, should be on the record.

Ms. Williamson contends that the Court should reconsider its
order for three reasons:

    (a) The Court may have made errors of law justifying
        reconsideration of the Order given the expansive powers
        it granted the Examiner that far exceed those permitted
        under the Bankruptcy Code;

    (b) As it appears that the grant of the expanded powers to
        the Examiner was premised on certain errors of fact or
        unfounded conclusions with respect to these Chapter 11
        cases, the Expanded Examiner Order contains certain
        errors in fact also justifying reconsideration; and

    (c) Because the parties did not have prior notice of the
        substantial expansion of the Examiner's duties, the MAGi
        Committee's request for reconsideration does not
        constitute an attempt to re-litigate or re-argue matters
        previously brought before the Court.

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)


NEWMARKET TECH: 2nd Quarter Results Show Dramatic Turnaround
------------------------------------------------------------
NewMarket Technology, Inc.'s (OTCBB:NMKT) financial statements
reflect a dramatic turnaround in the quarter ending June 30, 2004.  
Sales are up, losses have narrowed and liquidity's been restored.

Net Revenue increased 1,250% from $562,000 for the quarter ended
June 30, 2003, to $7.6 million for the quarter ended June 30,
2004.  Second Quarter of 2004 revenue increased 280% over First
Quarter revenue of $2.6 million. Forty percent (40%) of this
increase or $2.8 million was due to organic sales growth of the
existing core operations and organic growth from the previously
acquired companies.  Substantial earnings improvements in the
Second Quarter accelerated the Company toward realizing forecasted
operational profitability by year-end 2004.  While management
anticipated quarterly losses associated with investments to expand
operations, the reported net loss for this quarter of $73,529 is
less than 1% of revenue and reflects a reduction in loss of 88%
over the previous quarter.

In addition to improved earnings, the Company also reported a
working capital surplus of $1.2 million with cash on hand of $3.3
million. The reported revenue of $10.2 million for the first six
months of 2004 reflects just over 50% of the forecasted booked
revenue of $20 million for 2004.  The Company has a revenue run
rate goal of $50 million by year end 2004.

NewMarket's June 30 balance sheet shows $10.8 million in
shareholder equity -- more than double what it was at Dec. 31,
2003.  

"In December 2003, NewMarket Technology announced an aggressive
plan to introduce an innovative new business model that included
an equally aggressive financial forecast," said Philip Verges, CEO
of NewMarket Technology. "The Company is consistently meeting or
exceeding both planned objectives and financial milestones. We
expect to continue to meet or exceed planned objectives and
milestones into the third and fourth quarter of 2004. Third and
fourth quarter results will reflect our continuing organic sales
growth and the additional benefit to be realized beginning in the
third quarter from our recent acquisition which will contribute an
additional $20 million in annualized revenue."

                About NewMarket Technology Inc.

In 2002, NewMarket Technology, Inc. (f/k/a IPVoice Communications,
Inc.) -- http://www.newmarkettechnology.com/-- launched a  
business plan to continuously introduce emerging communication
technologies to market. The plan included a financing model for
early technologies and an approach to creating economies of scale
through a specialized service and support organization intended
specifically for the emerging technology industry. The Company
posted six consecutive profitable quarters through 2003 and
established an annualized $15 million in revenue. In 2003,
NewMarket acquired Infotel Technologies in Singapore and IP Global
Voice, led by CEO Peter Geddis, a former Executive Vice President
and Chief Operating Officer of Qwest Communications (NYSE:Q -
News). In 2004, the Company diversified its communications
technology offering into the healthcare and homeland security
industries with the respective acquisitions of Medical Office
Software Inc. and Digital Computer Integration Corp. RKM IT
Solutions of Caracas, Venezuela was also recently acquired as
NewMarket's entry into the Latin American market.

As reported in yesterday's edition of the Troubled Company
Reporter, NewMarket has acquired a 20% equity stake in Sensitron
Inc. and inked a partnership deal under which it will sell
Sensitron's wireless CareTrends(TM) technology in the Healthcare
market segment.


NORTEL NETWORKS: Obtains New Waiver from Export Development Canada
------------------------------------------------------------------
Nortel Networks Corporation's (NYSE:NT)(TSX:NT) principal
operating subsidiary, Nortel Networks Limited, has obtained a new
waiver from Export Development Canada under the EDC performance-
related support facility. It is a waiver of certain defaults
related to the delay by the Company and NNL in filing their
respective 2003 Annual Reports on Form 10-K, Q1 2004 Quarterly
Reports on Form 10-Q and Q2 2004 Quarterly Reports on Form 10-Q,
in each case with the U.S. Securities and Exchange Commission, the
trustees under the Company's and NNL's public debt indentures and
EDC. The waiver also applies to certain additional breaches under
the EDC Support Facility relating to the delayed filings and the
previously announced restatement of the Company's and NNL's
financial results.

NNL has obtained a new waiver from EDC that will remain in effect
until the earlier of certain events including:

   -- the date on which the Reports have been filed with the SEC;
      or

   -- 11:59 p.m. Eastern Daylight Time on September 30, 2004.

The EDC Support Facility provides up to US$750 million in support,
all presently on an uncommitted basis. Once the Reports have been
filed with the SEC and the related breaches cured, the US$300
million revolving small bond sub-facility of the EDC Support
Facility would again become committed support. As of August 15,
2004, there was approximately US$274 million of outstanding
support utilized under the EDC Support Facility, US$202 million of
which was outstanding under the small bond sub-facility.

If the Company and NNL fail to file the Reports within the waiver
period, there can be no assurance that NNL would receive any
further waivers or any extensions of the waiver beyond its
scheduled expiry date. If the waiver announced today expires prior
to the filing of such Reports, EDC would have the right at such
time to require NNL to cash collateralize the support outstanding
under the EDC Support Facility and to exercise its rights against
the collateral under related security agreements. As previously
announced, the Company and NNL expect to file the Reports by the
end of the third quarter of 2004.

                       About Nortel Networks

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.


NQL DRILLING: Bits Business $17 Mil. Asset Sale Ends Restructuring
------------------------------------------------------------------
NQL has entered into an agreement to sell its Bits business,
comprised of Diamond Products International, Inc., to Grant
Prideco, Inc. for a purchase price of US$17 million, subject to
typical adjustments. NQL has agreed to place US$3 million of the
proceeds in escrow for a maximum of one year related to general
indemnification provisions as well as the collection of certain
foreign inventories and accounts receivables. The transaction is
expected to close in the next 14 days and is subject to the
satisfaction of various conditions typical for this type of
arrangement. Proceeds at closing will be used to reduce term and
operating debt currently outstanding.

The Company also reports changes in its senior management team:

      -- appointment of Kevin Nugent as the company's new
         President and Chief Executive Officer; and

      -- reconfiguration of its Board of Directors, including the
         appointment of William Myers to the Board.

Effective immediately, Dean Livingstone, formerly President and
Chief Executive Officer and a Director, has left the company to
pursue other interests following his recovery from a recent
illness.

Kevin Nugent, the Company's Chief Financial Officer, has been
appointed President and Chief Executive Officer and a director of
the company. Mr. Nugent joined NQL in September 2003 and has
played an integral role in the financial and operational
restructuring that has taken place to date. Mr. Nugent has also
been acting as the President and Chief Executive Officer of the
Company for the past two months during Mr. Livingstone's illness.

These changes in management and the Board, and the conclusion of
the strategic process, now mark an end to the overall
restructuring of the company that began in July 2003. The Board
and management intend to continue the improvement initiatives
already begun to optimize NQL's remaining core operations,
including the Black Max downhole mud motor product line. In
addition, the sale of the company's Bits business, together with
the previously announced sale of its CanFish division for in
excess of CDN$24 million, will provide NQL with a strong balance
sheet for future growth.

As the Company has now successfully completed its financial
restructuring, several of the directors who were elected to the
Board in 2003 are stepping down to facilitate a reconstitution of
a smaller board suitable to the company's current circumstances.
This includes R.T. (Tim) Swinton (Chairman), Bruce Libin, Glen
Roane and Derek Martin.

William Myers has been appointed to the Board of Directors. Mr.
Myers brings a wealth of operational knowledge to the Board with
over 40 years of experience in the drilling and oilfield service
industry, most recently as the Group Vice President of Pool
Company, an international drilling and well service organization.

The Board of Directors is now composed of the following members:

      -- Tom Bates
      -- John Clarkson
      -- Dean Prodan
      -- William Myers
      -- Kevin Nugent

With the conclusion of the strategic process, the reconstituted
Board and management intend to turn their full focus and attention
to optimizing the remaining operations of the company. In
addition, the company expects to soon be able to provide financial
guidance and commentary on the strategic direction of NQL to
shareholders and the investment community. To that end, management
will be hosting a conference call on September 16, 2004 during
which shareholders and the investment community will have an
opportunity to ask questions of management. Details related to
participation in this call will be released at a future date.

Kevin Nugent commented, "On behalf of employees and shareholders,
I express our gratitude for the leadership and guidance provided
by those leaving NQL. The last 14 months have been difficult ones
for the company as it underwent its restructuring to emerge as a
focussed and financially sound business."

Simmons & Company International has acted as financial advisor to
the Board of Directors of NQL in connection the strategic process
and the sale of the Bits and Fishing businesses.

NQL Drilling Tools Inc. is an industry leader in providing
downhole tools, technology and services used primarily in drilling
applications in the oil and gas, environmental and utility
industries on a worldwide basis. NQL trades on the Toronto Stock
Exchange under the symbol NQL.A.


ORDERPRO LOGISTICS: Neg. Fin'l Results Prompt Going Concern Doubt
-----------------------------------------------------------------
OrderPro Logistics, Inc.'s consolidated financial statements have
been prepared on a going concern basis, which contemplates the
realization of assets and the settlement of liabilities and
commitments in the normal course of business. As reflected in the
Company's condensed consolidated financial statements, the Company
has a net loss of $6,313,458, a negative cash flow from operations
of $714,627 and a working capital deficiency of $1,019,391. These
factors raise substantial doubt about its ability to continue as a
going concern.

The ability of the Company to continue as a going concern is
dependent on the Company's ability to raise additional funds and
become profitable. Management's plans include obtaining additional
financing for which they are currently in active negotiations with
several financing institutions and increasing sales through
additional acquisitions.

At March 31, 2004 the Company had cash of approximately $104,000,
which is offset by overdrafts of approximately $129,000. The
Company expects that it will need to obtain additional debt and
equity financing to maintain operations in 2004.

To date, OrderPro has financed its operations principally through
the founder's investment, the placement of convertible debentures
and the sale of common stock. It will consider both the public and
private sale of securities and or debt instruments for expansion
of operations if such expansion would benefit the overall growth
and income objectives of the Company. Should sales growth not
materialize, OrderPro may look to these public and private sources
of financing. The Company does not know whether it can obtain
sufficient capital on acceptable terms, if at all. Under such
conditions, failure to obtain such capital likely would affect
adversely the Company's ability to continue as a going concern, or
at a minimum negatively impact the Company's ability to timely
meet its business objectives.

Any additional equity financing may be dilutive to shareholders
and such additional equity securities may have rights, preferences
or privileges that are senior to those of its existing common
stock. Furthermore, debt financing, if available, will require
payment of interest and may involve restrictive covenants that
could impose limitations on operating flexibility. Failure to
obtain capital likely would adversely affect the Company's ability
to continue as a going concern, or negatively impact the Company's
ability to meet its business objectives.

OrderPro Logistics, Inc. is a customer-oriented provider of
innovative and cost-effective logistics solutions. With expertise
in multi-modal transportation management, OrderPro provides
complete supply chain management, including transportation
services, freight brokerage, on-site logistics management,
packaging assessment, process improvement consulting, claims
management, private fleet management and procurement management.


ORDERPRO LOGISTICS: Updates New Web Look as Part of Restructuring
-----------------------------------------------------------------
OrderPro Logistics Inc. (OTCBB: OPLO), as part of a company-wide
restructuring, has begun the design of new Web site features to
provide a source of up-to-date information to shareholders and the
public. Functional changes and updates will now be readily
maintained by staff to allow public access to the latest news and
reports. Management is confident this improved design will appeal
to all users and help to publicize the facts while dispelling
erroneous rumors regarding the activities of OrderPro Logistics.

Jeffrey Smuda, president and chief executive officer of OrderPro
Logistics Inc., stated, "We recognize the importance of
disseminating accurate information in a timely manner to our
shareholders and other interested parties. Our integrated team of
Web consultants, designers, writers and programmers has produced
results that we believe will prove effective in the marketplace."
Smuda also emphasized that other improvements are underway at
OrderPro Logistics Inc. "The staff and management is proud of our
achievements to date and excited about the future."

The new Web site features at http://www.orderprologistics.com/are  
expected to be available on Sept. 7, 2004, and user feedback will
be appreciated.

                 About OrderPro Logistics Inc.  

OrderPro Logistics Inc. was created to capture the potential of  
the Internet in the transportation and logistics industry by  
employing new and innovative processes. OrderPro Logistics Inc.  
can integrate every aspect of the customer shipping needs from  
order entry through successful delivery. Customer priorities,  
shipment integrity, best quality, and optimization of every load  
is the objective of supply chain management with OrderPro  
Logistics Inc. lowering costs while adding value in process and  
service. For more information, please visit  
http://www.orderprologistics.com/  

                            *   *   *  

                  Liquidity and Capital Resources  
  
In its Form-10QSB for the quarterly period ended March 31, 2004,   
filed with the Securities and Exchange Commission, OrderPro   
Logistics, Inc. reports:                 
  
"Cash used for operating activities was approximately $715,000 in   
2004 as compared to approximately $266,000 in 2003. The use of   
cash in 2004 is the result of a net loss of approximately   
$6,313,000, partially offset by non-cash charges of approximately   
$5,839,000, and a net change in operating assets and liabilities   
of approximately $241,000. For 2003, a loss of approximately   
$617,000 was partially offset by non-cash charges of
approximately $320,000 and a net increase in operating assets and
liabilities of approximately $31,000.  
  
"[The Company's] financial statements have been prepared on a
going concern basis, which contemplates the realization of assets
and the settlement of liabilities and commitments in the normal
course of business. As reflected in the accompanying condensed
consolidated financial statements, the Company has a net loss of
$6,313,458, a negative cash flow from  operations of $714,627 and
a working capital deficiency of  $1,019,391. These factors raise
substantial doubt about its ability to continue as a going
concern. The ability of the Company to continue as a going concern
is dependent on the Company's ability to raise additional funds
and become profitable. The consolidated financial statements do
not include any adjustments that might be necessary if the Company
is unable to continue as a going concern."


OXFORD AUTOMOTIVE: Names David Treadwell Chief Executive Officer
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Oxford Automotive, Inc., a $1 billion Tier 1 supplier of
specialized welded metal assemblies, has named David Treadwell
Chief Executive Officer.  

Mr. Treadwell, 50, replaces John Potter who retired in June.  Mr.
Treadwell's experience spans more than 20 years.  In his role as
CEO, he becomes responsible for the development of Oxford's
strategic direction, focusing immediately on its capital
structuring and divestiture issues.

Oxford, which is privately held, is poised for the launch of its
380,000-square-foot plant in McCalla, Alabama this year.  It will
supply complete underbody assemblies for the Mercedes M-Class and
Grand Sports Tourer.

"David's strong transitional skills -- financial and
organizational -- coupled with his automotive management
background provide an invaluable combination for Oxford," said
Mark R. Patterson, chairman of the board of Oxford Automotive.

"I believe in team work," said Mr. Treadwell, "I have great
confidence in Oxford's president Jeff Wilson and the operational
management team.  This allows me to focus my attention on the
capital structuring side of the business."

Mr. Treadwell has earned a solid reputation for working companies
though transitions.  He began his career with the late Heinz
Prechter in his automotive, publishing and real estate groups.  
During Mr. Treadwell's tenure he led ASC Incorporated, a global
specialty vehicle company, through several transitions and oversaw
acquisitions and divestitures under the Prechter Holdings
umbrella.  Mr. Treadwell led the divestiture and wrap up of
Prechter Holdings after the death of Mr. Prechter.

Most recently he has provided consulting services to early stage
business ventures and stepped up his involvement on several
corporate and public boards, including ASC Incorporated, Fifth
Third Bank-Michigan East Region, Flat Rock Metals and the Wayne
County Airport Authority.

Mr. Treadwell received his bachelor's degree in business
administration from the University of Michigan in 1976, graduating
with high honors.  A resident of Canton, Michigan, he is married
and the father of three children.

                     About Oxford Automotive

Oxford Automotive, Inc., with headquarters in Troy, Mich., is a
leading Tier 1 supplier of specialized welded metal assemblies and
related services. The company, which is privately held, employs
approximately 6,600 people at 32 locations in nine countries.  It
has technology centers in the United States, France, and Germany.  
Annual sales in 2003 were approximately $1 billion.  For more
information, http://www.oxauto.com/

                          *     *     *

As reported in the Troubled Company Reporter on August 16, 2004,
Moody's Investors Service lowered the ratings for Oxford  
Automotive, Inc. due to intensified concerns regarding the  
company's declining cash flow from operations, weakened liquidity,  
and ability to meet debt service requirements.  The new ratings  
reflect Moody's estimations of recovery values should the company  
pursue either liquidation of some or all of its assets and  
reorganization of its existing capital structure through another  
distressed exchange.  The rating outlook remains negative.

Moody's took the following specific rating actions:

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

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

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

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

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

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

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


PAXSON COMMUNICATIONS: NBC Files Complaint re Investment Terms
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NBC Universal, Inc., a subsidiary of the General Electric Company
(NYSE:GE), filed a complaint against Paxson Communications
Corporation (AMEX:PAX) in the Court of Chancery of the State of
Delaware seeking a declaratory ruling regarding the terms of its
investment in the Company.

NBC's complaint seeks a declaration as to the meaning of the terms
"Cost of Capital Dividend Rate" and "independent" investment bank
as used in the Certificate of Designation of the Company's 8%
Series B Convertible Exchangeable Preferred Stock which is held by
NBC.

Lowell W. Paxson, Chairman and Chief Executive Officer of the
Company said, "The terms at the heart of this dispute are clear
and unambiguous and contradict the claim NBC has filed. We are
disappointed that NBC chose to resort to litigation rather than
accept the plain meaning of the Certificate of Designation."

On September 15, 2004, the rate on the non-cash pay dividend on
the Preferred Stock will be reset from 8% to the "Cost of Capital
Dividend Rate" as defined under the terms of Certificate of
Designation. While the Company directs all interested parties to
review the Certificate of Designation, it has furnished the
following summary of the provisions of the Certificate of
Designation which govern the determination of the Cost of Capital
Dividend Rate.

The Company has 41,500 shares of Preferred Stock issued and
outstanding under the Certificate of Designation. As of September
15, 2004, the Preferred Stock will have a face amount value equal
to approximately $581 million in the aggregate (or $14,000 per
share), consisting of $415 million in liquidation preference
(equal to $10,000 per share) plus approximately $166 million of
accumulated and unpaid dividends thereon (equal to $4,000 per
share).

The Cost of Capital Dividend Rate is defined under paragraph (n)
of the Certificate of Designation to be "a rate per annum equal to
the dividend rate on the Series B Convertible Preferred Stock at
which the Series B Convertible Preferred Stock would trade at its
liquidation preference on such date of determination." The term
"liquidation preference" is defined under paragraph (a) of the
Certificate of Designation to be $10,000.00 per share of Preferred
Stock (or $415 million in the aggregate). Therefore, the Cost of
Capital Dividend Rate would be the dividend rate on September 15,
2004 which would allow the Preferred Stock to trade at its
liquidation preference of $10,000 per share (or $415 million in
the aggregate for all shares). The definition of the Cost of
Capital Dividend Rate under paragraph (n) of the Certificate of
Designation further specifies that such rate shall be determined
by a nationally recognized independent investment banking firm
selected in the sole discretion of the Company.

              About Paxson Communications Corporation

Paxson Communications Corporation owns and operates the nation's
largest broadcast television distribution system and the PAX TV
network. PAX TV reaches 89% of U.S. television households via
nationwide broadcast television, cable and satellite distribution
systems. PAX TV's original programming slate for the 2004-2005
broadcast season features three new unscripted series, "Cold
Turkey," "Model Citizens" and "Second Verdict"; two scripted
dramas, "Young Blades" and "Left Behind"; two entertaining variety
programs, "America's Most Talented Kids" and "World Cup Comedy,"
executive produced by Kelsey Grammer; and two fast-paced game
shows, "On the Cover" and "Balderdash." Returning series include
all-new episodes of PAX's top-rated dramas, "Doc" and "Sue Thomas:
F.B.Eye." For more information, visit PAX TV's website at
http://www.pax.tv/

At June 30, 2004, Paxson Communications Corporation's balance
sheet showed a $1,194,210,000 stockholders' deficit -- nearly a
10% increase from the $1,089,845,000 stockholders deficit reported
at December 31, 2003.


PG&E NATIONAL: Wants Court OK on IPP Portfolio Bidding Procedures
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PG&E National Energy Group, Inc., and its debtor-affiliates sought
and obtained approval from Judge Mannes of uniform bidding
procedures designed to maximize the value of National Energy & Gas
Transmission, Inc.'s equity interests in National Energy Power
Company, LLC, Plains End, LLC, and Madison Windpower, LLC:

(A) Qualification as Bidder

    NEG and NEGT Power, after consultation with the Official
    Committee of Unsecured Creditors of NEG and the Official
    Noteholders Committee, will determine whether a potential
    bidder that wishes to make a bid for the Equity Interests or
    for a Superior Transaction is a "Qualified Bidder".  To be
    considered eligible as Qualified Bidder, a Potential Bidder
    must provide NEG and NEGT Power with:

    (a) An executed confidentiality agreement in form and
        substance satisfactory to NEG and NEGT Power which, in
        the aggregate, is no less favorable to NEG and NEGT Power
        than the confidentiality agreement executed by ArcLight
        Capital Holdings, LLC;

    (b) Current audited financial statements of the Potential
        Bidder or, if the Potential Bidder is an entity
        formed for the purpose of acquiring the Equity Interests
        or engaging in a Superior Transaction, current audited
        financial statements of the equity holders of the
        Potential Bidder or other form of financial disclosure
        acceptable to NEG and NEGT Power and the Official
        Committees and their advisors, which demonstrates the
        Potential Bidder's ability to close the transaction; and

    (c) A written statement that the Potential Bidder agrees to
        be bound by the terms and conditions of the Bidding
        Procedures.  The Potential Bidder also must establish
        that it has the financial ability to consummate its
        proposed transaction within the timeframe contemplated  
        for consummation of the Equity Purchase Agreement.  

    Denali Power is deemed to be a Qualified Bidder.

(B) Bid Requirements

    (a) NEG and NEGT Power will determine whether a bid qualifies
        as a "Qualified Competing Bid."  To constitute a
        Qualified Competing Bid, the bid must:

        -- be a written irrevocable offer from a Qualified Bidder
           containing written evidence of a commitment for
           financing or other evidence of the financial ability
           to consummate the transaction satisfactory to NEG and
           NEGT Power, subject to no conditions other than those
           set forth in the Equity Purchase Agreement;

        -- be for the acquisition of all of the Equity Interests
           in a single transaction;

        -- not be materially more burdensome or conditional than
           the terms of the Equity Purchase Agreement;

        -- not request or entitle the bidder to any termination
           or break-up fee, expense reimbursement or similar type
           of payment; and

        -- acknowledge and represent that the bidder:

              (i) has had an opportunity to conduct any and all
                  due diligence prior to making its offer;

             (ii) has relied solely on its own independent
                  review, investigation and inspection of any
                  documents in making its bid; and

            (iii) did not rely on any written or oral statements,
                  representations, promises, warranties or
                  guaranties regarding the Equity Interests or
                  proposed transaction, or the completeness of
                  any related information provided, except as
                  expressly stated in the Bidding Procedures.

        The Equity Purchase Agreement is deemed to be a Qualified
        Bid.

    (b) All bids must include clean and black-lined versions of
        the revised Equity Purchase Agreement, Escrow Agreement
        and the Post-Signing Related Agreements.  The clean
        versions must be duly executed originals of the revised
        Purchase Agreement and revised Escrow Agreement, signed  
        by an individual authorized to bind the Qualified Bidder.
        The black-lined versions must show all proposed changes  
        from the Equity Purchase Agreement, Escrow Agreement, and  
        Post-Signing Related Agreements.

    (c) Deposit
  
        Each bid must be accompanied by a $15,000,000 deposit.   
        Before the Bid Deadline, the Deposit must be delivered to  
        the escrow agent by wire transfer.

        Upon the execution of the revised Equity Purchase
        Agreement and the revised Escrow Agreement by NEG and
        NEGT Power, a Winning Bidder's Deposit will be deposited
        by the escrow agent into an escrow account as required by
        the party's agreements.

    (d) Bid Deadline and Submission

        Bids must be received no later than 12:00 noon EST on
        September 9, 2004 by:

        -- Willkie Farr & Gallagher, LLP
           787 Seventh Avenue
           New York, New York
           Attn: Matthew A. Feldman, Esq., and
                 Paul V. Shalhoub, Esq.;

        -- Whiteford, Taylor & Preston, LLP
           Seven Saint Paul Street
           Baltimore, Maryland 21202-1626
           Attn: Paul M. Nussbaum, Esq., and
                 Martin T. Fletcher, Esq.;

        -- National Energy & Gas Transmission, Inc.
           7600 Wisconsin Avenue
           Bethesda, Maryland 20814
           Attn: Sanford L. Hartman, Esq.;

        -- Counsel to the Official Committees:

           * Linowes and Blocher, LLP
             7200 Wisconsin Avenue, Suite 800
             Bethesda, Maryland 20814
             Attn: Bradford F. Englander, Esq.;

           * Kaye Scholer, LLP
             425 Park Avenue
             New York, New York 10022
             Attn: Ana Alfonso, Esq.;

           * Klee, Tuchin, Bogdanoff & Stern, LLP
             2121 Avenue of the Stars, Suite 3300
             Los Angeles, California 90067
             Attn: Lee Bogdanoff, Esq.; and

           * Shapiro Sher Guinot & Sandler
             36 South Charles St., Suite 2000
             Baltimore, Maryland 21201
             Attn. Joel I. Sher, Esq.;

        -- The Office of the U.S. Trustee
           Suite 600, 6305 Ivy Lane
           Greenbelt, Maryland 20770
           Attn: John L. Daugherty, Esq.;

        -- Lazard Freres & Co.
           30 Rockefeller Plaza
           New York, New York 10020
           Attn: J. Blake O'Dowd and Peter J. Marquis
                 Financial advisors to NEG and NEGT Power; and

        -- Paul, Hastings, Janofsky & Walker, LLP
           1055 Washington Boulevard
           Stamford, Connecticut 06901
           Attn: Leslie A. Plaskon, Esq.
  
    (e) No Conditions

        The Competing Bid must not be subject to financing, due
        diligence or any other material condition or material
        contingency less favorable to NEG and NEGT Power than
        those contained in the Equity Purchase Agreement as of
        the date of the auction.

    (f) Initial Overbid

        The value of an initial overbid must exceed the
        $558,000,000 Purchase Price by at least $26,000,000.  The
        excess amount represents the Break-up Fee plus the
        maximum amount of Expense Reimbursement -- which will be  
        deemed to be $7,000,000 for the purposes of determining  
        the Initial  Overbid -- plus $4,000,000.

(C) Diligence and Confidentiality Agreement

    Any Qualified Bidder must deliver to NEG and NEGT Power an  
    executed confidentiality agreement in form and substance  
    satisfactory to NEG and NEGT Power, which, in the aggregate,  
    is no less favorable to them than the confidentiality  
    agreement executed by ArcLight.  Qualified Bidders will be
    provided with a Confidential Information Memorandum.  NEG and
    NEGT Power have also established a "data room" containing
    "due diligence" information and documents related to the
    IPP's businesses and assets.  NEG and NEGT Power will afford
    each Qualified Bidder access to the data room.  NEG and NEGT
    Power will also designate an employee or other representative
    to coordinate all reasonable requests for additional
    information and due diligence access from Qualified Bidders.
    Additional due diligence will not be permitted after the Bid
    Deadline.

    None of NEG and NEGT Power, their affiliates or any of their  
    representatives is obligated to furnish any information to  
    any person except a Qualified Bidder.  Any Qualified Bidder  
    who desires to conduct due diligence should contact Andrew  
    Curtis at Lazard.

(D) Auction

    (a) Determination of Qualifying Competing Bids

        Promptly after the Bid Deadline, NEG and NEGT Power will:

        -- evaluate all bids, if any, received; and

        -- determine which bids, if any, constitute Qualified
           Competing Bids.

        NEG will provide Denali Power with copies of all  
        Qualified Competing Bids at least two business days  
        before the auction.

    (b) Auction Date and Time

        If any Qualified Competing Bids are submitted before the
        Bid Deadline, then NEG and NEGT Power will conduct an
        auction.  The Auction will be held on September 14, 2004,
        commencing at 12:00 noon, at the offices of Willkie Farr
        in New York, or another time and place before the sale
        hearing.

        Only the authorized representatives of each of the  
        Qualified Bidders that has submitted a Qualified  
        Competing Bid, the Official Committees, Denali Power, NEG  
        and NEGT Power will be permitted to attend the Auction.   
        Only Denali Power and the Qualified Bidders that have  
        submitted a Qualified Competing Bid will be entitled to  
        make further bids for all of the Equity Interests or  
        other equity interests, or all or substantially all of  
        the assets of the IPPs at the Auction.

        During the course of the Auction, NEG and NEGT Power will  
        inform each participant which Qualified Competing Bid  
        reflects the highest or otherwise best offer.  To the
        extent that a bid has been determined to be the highest
        or otherwise best offer because of the addition, deletion
        or modification of a provision or provisions in the
        Equity Purchase Agreement, Escrow Agreement or Post-
        Signing Related Agreements, or, if applicable, in the
        Qualified Competing Bid, other than an increase in the
        cash purchase price, NEG and NEGT Power will provide
        notice to each participant of the value reasonably
        ascribed by NEG and NEGT Power to the added, deleted or
        modified provision or provisions.

    (c) Adjournment of Auction

        The Auction may be adjourned as NEG and NEGT Power deem
        appropriate.  Reasonable notice of an adjournment and the
        time and place for the resumption of the Auction will be
        given to Denali Power, all Qualified Bidders that have
        submitted a Qualified Competing Bid, and the Official
        Committees.

    (d) Subsequent Bids

        NEG and NEGT Power will not consider any subsequent bid  
        in the Auction unless any subsequent bid after the  
        Initial Overbid exceeds the previous highest bid by at  
        least $2,000,000 in value.  NEG and NEGT Power will  
        provide notice to each participant in the Auction of the  
        value reasonably ascribed by NEG and NEGT Power to any  
        provision in a subsequent bid other than an increase in
        the cash purchase price.

    (e) Subsequent Bids by Denali Power

        Denali Power will have the right to include the amount of
        the Break-up Fee and the maximum amount of the Expense
        Reimbursement in any subsequent bid that it makes in the
        Auction.  In the event Denali Power is the Winning Bidder
        as a result of a subsequent bid made at the Auction,
        Denali Power will be entitled to credit the Break-up Fee
        and the maximum amount of the Expense Reimbursement
        against the Purchase Price payable at the Closing.

    (f) Other Terms

        All Qualified Competing Bids, the Auction, and the
        Bidding Procedures are subject to additional terms and  
        conditions as are announced by NEG and NEGT Power.  At
        the conclusion of the Auction and before the Court
        approves the transaction with the Winning Bidder, NEG and  
        NEGT Power will announce their intention to either:

           (i) pursue a transaction with the Winning Bidder at
               the Auction -- and announce the identity of the
               Winning Bidder; or

          (ii) not proceed with a sale to the Winning Bidder.

    (g) Irrevocability of Certain Bids

        The Winning Bid will remain irrevocable in accordance  
        with the terms of the purchase agreement executed by the
        Winning Bidder.  The bidder that submits the next highest  
        or otherwise best bid, or the Back-up Bidder will be  
        irrevocable until the earlier of:

        -- 60 days after the approval of the sale to the Winning
           Bidder;

        -- The closing of the sale to the Winning Bidder or the
           Back-up Bidder; and

        -- A date as NEG and NEGT Power affirm in writing that in
           lieu of pursuing the sale under the Purchase Agreement
           or other Alternative Transaction, NEG and NEGT Power  
           do not intend to proceed with a sale to the Winning
           Bidder.

    (h) Retention of Deposit

        The Winning Bidder's Deposit will be held and disbursed
        by the escrow agent in accordance with the terms of the
        purchase agreement executed by the Winning Bidder.  The
        Back-up Bidder's Deposit will be held until the earlier
        of:

        -- 60 days after the approval of the sale to the Winning
           Bidder;

        -- Closing of the sale to the Winning Bidder or the Back-
           up Bidder; and

        -- A date as NEG and NEGT Power affirm in writing that,  
           in lieu of pursuing the sale under the Equity Purchase
           Agreement or other Alternative Transaction, NEG and
           NEGT Power do not intend to proceed with a sale to the
           Winning Bidder.

        After the conclusion of the Auction, the Deposit of all
        bidders other than the Winning Bidder and the Back-up
        Bidder will be returned promptly.

    (i) Failure to Close

        If the Winning Bidder fails to consummate the transaction
        in accordance with the terms of the purchase agreement
        executed by the Winning Bidder by the closing date
        contemplated in the purchase agreement agreed to by the
        parties for any reason, NEG and NEGT Power will:

        -- retain the Winning Bidder's Deposit -- except in the
           case of Denali Power, whose rights to any deposit will  
           be governed by the Escrow Agreement;

        -- maintain the right to pursue all available remedies,
           whether legal or equitable available to them; and

        -- upon consultation with the Official Committees, be  
           free to consummate the proposed transaction with the  
           Back-up Bidder at the highest price bid by the Back-up  
           Bidder at the Auction.  If the Back-up Bidder is
           unable to consummate the transaction at that price,  
           NEG and NEGT Power may consummate the transaction  
           with the next highest bidder at the Auction -- without  
           the need for an additional hearing or Court Order.

    (j) Non-Conforming Bids

        NEG and NEGT Power will have the right to entertain any
        bid that does not conform to one or more of the Bid
        requirements and deem that Non-Conforming Bid a Qualified
        Competing Bid.  The Non-Conforming Bid must be
        irrevocable in accordance with the terms of the Bidding
        Procedures Order and must meet each of these conditions:

        -- The Deposit must be made in the amount specified;

        -- The Initial Overbid must meet the minimum requirement;

        -- Any subsequent bid must meet the requirements;

        -- The Non-Conforming Bid must be structured as a single
           transaction for all of the Equity Interests or equity
           interests held by NEGT Power, or all or substantially
           all of the assets of the Acquired Companies.

        For the avoidance of doubt, NEG and NEGT Power will
        provide the required notice with respect to Non-
        Conforming Bids.

    (k) NEG and NEGT Power reserve the right to reject any,
        other than Denali Power's offer pursuant to the Equity
        Purchase Agreement, Qualified Bid if NEG or NEGT Power
        determine that the Qualified Bid is:

        -- inadequate or insufficient;

        -- not in conformity with the requirements of the
           Bankruptcy Code, any related rules or terms set forth
           in the Bidding Procedures Order; or

        -- contrary to the best interests of NEG and NEGT Power
           and NEG's estate.

(E) Expenses

    Bidders will bear their own expenses in connection with the
    proposed sale, whether or not the sale is ultimately
    approved, in accordance with the terms of the purchase
    agreement.  Denali Power may recover expenses in accordance
    with the provisions of the Equity Purchase Agreement.

(F) Conflict

    Any conflict between the terms and provisions of the Bidding
    Procedures Order and any purchase agreement, including the  
    Equity Purchase Agreement, executed by NEG and NEGT Power  
    and a Qualified Bidder will be resolved in favor of the  
    Bidding Procedures Order.

The Court will conduct a hearing to consider the sale of the IPP  
Portfolio on September 22, 2004.

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- develops, builds, owns and operates  
electric generating and natural gas pipeline facilities and
provides energy trading, marketing and risk-management services.  
The Company filed for Chapter 11 protection on July 8, 2003
(Bankr. D. Md. Case No. 03-30459).  Matthew A. Feldman, Esq.,
Shelley C. Chapman, Esq., and Carollynn H.G. Callari, Esq., at
Willkie Farr & Gallagher represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $7,613,000,000 in assets and
$9,062,000,000 in debts. (PG&E National Bankruptcy News, Issue No.
26; Bankruptcy Creditors' Service, Inc., 215/945-7000)    


PG&E NATIONAL: Court Okays $15 Million Break-up Fee for Denali
--------------------------------------------------------------
Judge Mannes gave his stamp of approval to payment of a  
$15,000,000 in the event Denali Power, LLC, does not prevail as  
the winning bidder for PG&E National Energy Group, Inc.'s equity
interests in National Energy Power Company, LLC, Plains End, LLC,
and Madison Windpower, LLC.   National Energy & Gas Transmission,
Inc., and NEGT Energy Company, LLC, will pay Denali Power, LLC, a  
$15,000,000 break-up fee if the Purchase Agreement is terminated:

   (a) by Denali Power, if before the Closing, NEG and NEGT Power
       decide to sell their equity interests in National Energy
       Power Company, LLC, Plains End, LLC, and Madison
       Windpower, LLC, to another buyer.  In this event, the
       Break-up Fee will be payable on the earlier of:

       -- the consummation of the Alternative Transaction; and

       -- March 31, 2005, the Outside Date;

   (b) by Denali Power, if NEG or NEGT Power willfully breach the
       Purchase Agreement.  In this event, the Break-up Fee will
       be payable within three business days after the date of
       termination;

   (c) by NEG or NEGT Power, or Denali Power, if the Auction is
       held and Denali Power is not the Winning Bidder or the
       Back-up Bidder, or Denali Power was the Back-up Bidder but
       is no longer obligated to remain as the Back-up Bidder
       pursuant to the terms of the Bidding Procedures Order.  In
       this event, the Break-up Fee will be payable within three
       business days after the consummation of the transaction
       with the Winning Bidder or the Back-up Bidder, as the case
       may be;   

   (d) by NEG or NEGT Power at any time prior to the date on  
       which NEG and NEGT Power deliver notice to Denali Power of  
       the Anticipated Closing Date, which termination will have
       been made for purposes of NEG retaining substantially all
       of its interests in the IPPs and operating the business as
       a going concern upon no longer being subject to the
       jurisdiction of the Bankruptcy Court.  The Notice must be
       provided to Denali Power 45 days before the Closing.  In
       this event, the Break-up Fee will be payable
       simultaneously with the effective date of termination.

NEG and NEGT Power will also reimburse up to $7,000,000 of Denali  
Power's reasonable out-of-pocket fees and expenses, less a  
$2,000,000 non-refundable initial reimbursement NEG and NEGT  
Power paid to Denali Power prior to the execution of the Purchase  
Agreement.

However, if the amount of the Unasserted PG&E Corp. Claims Escrow  
Amount is estimated by Denali Power to be greater than  
$10,000,000, NEG and NEGT Power will have the right to terminate  
the Purchase Agreement with no obligation to pay to Denali Power  
the Break-up Fee and the Expense Reimbursement, other than the  
initial $2,000,000 reimbursement.

The Break-up Fee and Expense Reimbursement will be treated as  
allowed administrative priority expenses in NEG's Chapter 11 case  
without the need for any application, motion or further Court  
order.  NEG or NEGT Power will pay the Break-up Fee or Expense  
Reimbursement in accordance with the Purchase Agreement.  Denali  
Power's rights to the Break-up Fee and Expense Reimbursement and  
the administrative status of the claims will survive rejection or  
breach by NEG or NEGT Power of the Purchase Agreement, and will  
be unaffected by it.

Paul M. Nussbaum, Esq., at Whiteford, Taylor & Preston, LLP, in  
Baltimore, Maryland, explains that the payment of the Break-up  
Fee and Expense Reimbursement is fair and reasonable and was  
negotiated by the parties in good faith and at arm's-length.  The  
Break-up Fee and Expense Reimbursement are actual and necessary  
costs and expenses of preserving NEG's estate.  The Break-up Fee  
and Expense Reimbursement allow NEG and NEGT Power to (i)  
initiate an overbid process at a floor price that is desirable  
for NEG and NEGT Power and (ii) foster competitive bidding for  
the Equity Interests.

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- develops, builds, owns and operates  
electric generating and natural gas pipeline facilities and
provides energy trading, marketing and risk-management services.  
The Company filed for Chapter 11 protection on July 8, 2003
(Bankr. D. Md. Case No. 03-30459).  Matthew A. Feldman, Esq.,
Shelley C. Chapman, Esq., and Carollynn H.G. Callari, Esq., at
Willkie Farr & Gallagher represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $7,613,000,000 in assets and
$9,062,000,000 in debts. (PG&E National Bankruptcy News, Issue No.
26; Bankruptcy Creditors' Service, Inc., 215/945-7000)    


POLO BUILDERS: Committee Wants Freeborn & Peters as Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in Polo Builders,
Inc., and its debtor-affiliate's chapter 11 cases asks the U.S.
Bankruptcy Court for the Northern District of Illinois for
permission to employ Freeborn & Peters LLP as its counsel.

Freeborn & Peters is expected to:

    a) give the Committee advice on all legal issues as they
       arise;

    b) represent and advise the Committee regarding the terms of
       any sales of assets or plans of reorganization and assist
       in the negotiations with the Debtors and other parties;

    c) investigate the Debtors' assets and pre-bankruptcy
       conduct;

    d) prepare, on behalf of the Committee, all necessary
       pleadings, reports and other papers;

    e) represent and advise the Committee in all proceedings in
       these cases;

    f) assist and advise the Committee in its administration;
       and
  
    g) provide such other services as are customarily provided
       by counsel to a creditors' committee in cases of this
       kind.

Harley J. Goldstein, Esq., and Neal H. Levin, Esq., both partners
at the Firm, will be primarily responsible for representing the
Committee.  They will charge the Debtor for services provided to
the Committee at an hourly rate of $420.  Other professionals who
will assist the Committee and their rates are:

            Professionals         Billing Rate
            -------------         ------------
            David M. Madden       $200 per hour
            David L. Kane         $235 per hour

To the best of the Committee's knowledge, the Firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.
   
Headquartered in Villa Park, Illinois, Polo Builders, is a general
contractor. The Company, and its Debtor affiliate, M&MM
Enterprises, LLC, 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.  When the Company filed for protection, it
listed more than $10 million in assets and debts.


RANGE RESOURCES: Files Universal Shelf Reg. Statement with SEC
--------------------------------------------------------------
Range Resources Corporation (NYSE:RRC) has filed a universal shelf
registration statement on Form S-3 with the Securities and
Exchange Commission. The registration statement, when declared
effective by the Securities and Exchange Commission, will allow
Range to sell an aggregate of $500 million of securities,
including common stock, preferred stock, senior debt or
subordinated debt.

The universal shelf registration statement has been filed with the
Securities and Exchange Commission but has not yet become
effective. The securities covered by the registration statement
may not be sold, nor may offers to buy be accepted prior to the
time the registration statement becomes effective. Following the
effectiveness of the registration statement, Range may
periodically offer one or more of these securities in amounts, at
prices, and on terms to be announced when, and if, the securities
are offered. Range's previous universal shelf registration filed
in September 1999 was fully utilized in the Company's equity
offering in June 2004. At the time any offering is made under the
newly filed universal shelf registration statement, the offering
specifics, along with the use of proceeds of any securities will
be set out in a prospectus supplement. The Company believes that
the universal shelf registration statement will afford it
flexibility in accessing capital markets in the future.

Range Resources Corporation (NYSE:RRC) is an independent oil and  
gas company operating in the Permian, Midcontinent, Gulf Coast and  
Appalachian regions of the United States.
   
                         *     *     *

As reported in the Troubled Company Reporter's June 16, 2004  
edition, Standard & Poor's Ratings Services assigned its 'B'  
rating to Range Resources Corp.'s (BB-/Stable/--) proposed  
$100 million senior subordinated notes due in 2013.  
  
The outlook is stable. Pro forma for the new notes, the oil and  
gas exploration and production company will have about $535  
million of debt outstanding.  
  
Proceeds from the notes will be used to partially fund Range's  
acquisition of the 50% of Great Lakes Energy Partners LLC (GLEP)  
that it does not currently own.  
  
"The stable outlook reflects the expectation that Range will  
prudently manage its financial profile," said Standard & Poor's  
credit analyst John Thieroff. "Application of excess cash flow and  
proceeds from expected asset sales toward debt reduction is  
factored into the ratings."


RCN CORP: Files Joint Reorganization Plan & Disclosure Statement
----------------------------------------------------------------
RCN Corporation and certain of its subsidiaries filed their Joint
Plan of Reorganization and Disclosure Statement in the United
States Bankruptcy Court for the Southern District of New York.  
The Company and the Official Creditors' Committee, a co-proponent
of the Plan, agreed to this plan, which is consistent with
RCN's previously announced restructuring terms.  The Company
continues to expect to emerge from its restructuring process
during the fourth quarter of 2004.

"We have worked very closely with the Committee, banks and other
constituents to develop and file this plan," said David C.
McCourt, RCN's Chairman and CEO.  "This plan of reorganization is
a win for all of us.  As many telecom companies have done before
us, we are restructuring our debt so we can remain a strong and
innovative competitor in the marketplace.

"We were one of the first companies to recognize that delivering
bundled services over a superior state-of-the-art network is the
essential strategy in today's telecom environment," continued Mr.
McCourt.  "With the restructuring of our debt, we will be in a
position to continue delivering the triple-play bundle to
residential customers and to continue rolling out new cutting-edge
products."

The Plan will reduce RCN's total debt by $1.2 billion through a
debt for equity swap.  As part of this restructuring, several
additional non-operating subsidiaries have filed voluntary
petitions for reorganization under Chapter 11.  The Plan is
subject to creditor approval and confirmation by the Bankruptcy
Court.  RCN does not anticipate any disruption of service to its
customers.

"RCN has worked diligently with its financial partners to ensure
the timely filing of this plan of reorganization," said Russ
Belinsky of Chanin Capital Partners, financial advisors to the
Official Creditors' Committee. "We are eager to continue working
closely with the Company to position RCN for future success when
it emerges."

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


RCN CORP: Court Gives Final Okay to Blackstone Group's Employment
-----------------------------------------------------------------
On a final basis, Judge Drain authorizes RCN Corp. and its debtor-
affiliates to employ The Blackstone Group, LLP, as their financial
advisor, nunc pro tunc to May 26, 2004.

Judge Drain further rules that:

    (a) Blackstone will be compensated in accordance with the
        Application, subject to applicable provisions of the
        Bankruptcy Code, the Bankruptcy Rules, the Local
        Bankruptcy Rules for the Southern District of New York,
        guidelines established by the Court, the United States
        Trustee Fee Guidelines, and the orders of the Court,
        except that Blackstone will not be required to maintain
        time records in accordance with the United States Trustee
        Guidelines, provided that in its fee applications filed
        with the Court, Blackstone will present descriptions of
        those services provided on behalf of the Debtors, the
        approximate time expended in providing those services and
        the individuals who provided professional services on
        the Debtors' behalf.  Blackstone will otherwise comply
        with, and be entitled to the benefits of, the
        Administrative Order under Sections 105 and 331 of the
        Bankruptcy Code Establishing Procedures for Interim
        Compensation and Reimbursement of Expenses of
        Professionals dated June 22, 2004.

    (b) The initial monthly fee will be $200,000 for the months
        from and including June 2004 through and including
        November 2004, and the final monthly fee will be $100,000
        for each month thereafter.  This is provided that
        Blackstone may seek by application to the Court to
        increase the amount of the Final Monthly Fee in the event
        of a significant change in the services to be provided in
        the Debtors' cases.  There will be no presumptions created
        by these provisions to either grant or deny the
        application to increase the Final Monthly Fee, and all
        objections of the United States Trustee and all parties-
        in-interest are preserved until that time.

    (c) Under all circumstances and notwithstanding any claim
        under the Blackstone engagement letter for a higher fee,
        the Restructuring Fee and the Transaction Fee will be $7.8
        million in the aggregate and be deemed earned -- and not
        subject to review other than under the disclosed
        provisions -- on the earlier of:

        -- a sale or sales of all or substantially all of the
           assets of the Debtors as a going concern; or

        -- upon the substantial consummation of a plan or plans of
           reorganization, as the case may be, for each of the
           Debtors.

        This is provided that no Restructuring Fees will be
        payable:

        * prior to, but will be paid on, the earlier of:

           (i) substantial consummation of a plan or plans of
               reorganization, as the case may be, for each of the
               Debtors; and

          (ii) the making of the initial distributions with
               respect to any of the Debtors under Section 726 of
               the Bankruptcy Code; or

        * in the event of a liquidation, other than in a sale or
          sales as a going concern, of any entity or entities
          individually or collectively constituting 50% or more of
          the subscribers of the United States businesses of RCN
          Corporation and its direct and indirect subsidiaries,
          including subscribers at its United States joint venture
          affiliates but only to the extent of its percentage
          ownership or membership interest in the affiliate, as of
          August 3, 2004.  Other than the Monthly Fee and the
          Restructuring Fee, no other fees will be paid to
          Blackstone.

    (d) Except as provided and as otherwise modified, the terms of
        the Monthly Fee and the Restructuring Fees will not
        be subject to further challenge except under the standard
        of review set forth in Section 328(a) of the Bankruptcy
        Code, provided that if Blackstone seeks an increase in the
        Final Monthly Fee above $100,000 or if Blackstone requests
        payment of the Restructuring Fee following the termination
        of the engagement, the request will be subject to
        objection, review and approval under Section 330.

    (e) The United States Trustee retains all rights to object to
        Blackstone's interim and final fee applications, including
        expense reimbursement, the Monthly Fee and Restructuring
        Fees on all grounds including, but not limited to, the
        reasonableness standard provided for in Section 330.  All
        compensation and reimbursement of expenses to be paid to
        Blackstone will be subject to prior Court approval.

    (f) In addition to any termination rights or provisions in the
        Engagement Letter attached to the Application or in the
        Application, Blackstone's retention as financial advisor
        to the Debtors will terminate if:

        -- the voluntary Chapter 11 case or cases of any entity or
           entities individually or collectively constituting 50%
           or more of the subscribers of the United States
           businesses of RCN Corporation and its direct and
           indirect subsidiaries as of August 3, 2004, will be
           dismissed without the consent of the Committee;

        -- a Chapter 11 trustee with plenary powers for all or
           substantially all of the Debtors' estates will be
           appointed, provided that the trustee may elect to
           retain Blackstone on the same or different terms as his
           or her financial advisor and provided further that all
           rights of the Committee to object to the retention and
           all terms of the retention are reserved; or

        -- the Chapter 11 case of any entity or entities
           individually or collectively constituting 50% or more
           of the subscribers of the United States businesses of
           RCN Corporation and its direct and indirect as of
           August 3, 2004, will be converted to a case or cases
           under Chapter 7 of the Bankruptcy Code.

    (g) All of Blackstone's requests for payment of indemnity
        pursuant to the Indemnification Agreement will be made by
        means of an application and will be subject to review by
        the Court to ensure that payment of the indemnity confirms
        to the terms of the Indemnification Agreement and is
        reasonable based on the circumstances of the litigation or
        settlement in respect of which indemnity is sought.  This
        is provided that in no event will Blackstone be
        indemnified in the case of its own bad-faith, self-
        dealing, breach of fiduciary duty, gross negligence or
        willful misconduct.

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

    (i) In the event that Blackstone seeks reimbursement for
        attorneys' fees from the Debtors pursuant to the
        Indemnification Agreement, the invoices and supporting
        time records from the attorneys will be included in
        Blackstone's own applications and the invoices and time
        records will be subject to the United Sates Trustee's
        guidelines for compensation and reimbursement of expenses
        and the Court's approval.

As reported in the Troubled Company Reporter on June 22,2004, The
Court permits the RCN Corp. Debtors to employ The Blackstone  
Group, LP, as their financial advisors, effective as of the  
Petition Date, on an interim basis.

Blackstone will not be required to file time records in  
accordance with the U.S. Trustee Guidelines.

Prior to entry of a Court order approving Blackstone's retention  
on a final basis, all compensation and reimbursement of expenses  
to be paid to Blackstone will be subject to prior Court approval.  

The U.S. Trustee retains all rights to object to Blackstone's  
interim and final fee applications, including expense  
reimbursement, on all grounds including, but not limited to, the  
reasonableness standard provided for in Section 330 of the  
Bankruptcy Code.

Headquartered in Princeton, New Jersey, RCN Corporation --  
http://www.rcn.com/-- provides bundled Telecommunications   
services.  The Company, along with its affiliates, filed for  
chapter 11 protection (Bankr. S.D.N.Y. Case No. 04-13638) on  
May 27, 2004.  Frederick D. Morris, Esq., and Jay M. Goffman,  
Esq., at Skadden Arps Slate Meagher & Flom LLP, represent the  
Debtors in their restructuring efforts.  When the Debtors filed  
for protection from their creditors, they listed $1,486,782,000 in
assets and $1,820,323,000 in liabilities. (RCN Corp. Bankruptcy
News, Issue No. 9; Bankruptcy Creditors' Service, Inc., 215/945-
7000)    


RCN ENTERTAINMENT: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: RCN Entertainment, Inc.
             80 West End Avenue
             New York, New York 10023

Bankruptcy Case No.: 04-15505

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                   Case No.
      ------                                   --------
      ON TV, Inc.                              04-15506
      21st Century Telecom Services, Inc.      04-15507
      RCN Telecom Services Of Virginia, Inc.   04-15508

Type of Business: The Debtors are affiliates of RCN Corporation
                  (Bankr. S.D.N.Y. Case No. 04-13638).  See
                  http://www.rcn.com/

Chapter 11 Petition Date: August 20, 2004

Court: Southern District of New York (Manhattan)

Judge: Robert D. Drain

Debtor's Counsel: Jay M. Goffman, Esq.
                  Skadden, Arps, Slate, Meagher & Flom LLP
                  Four Time Square
                  New York, New York 10036
                  Tel: (212) 735-3000
                  Fax: (212) 735-2000

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $100,000 to $500,000

Debtors' 14 Largest Unsecured Creditors:

Entity                          Nature Of Claim     Claim Amount
------                          ---------------     ------------
International Family            Trade                   $101,920
Entertainment Inc./ABC Family

Photobition Bonded Services     Trade                     $7,356

DHL Express (USA), Inc.         Trade                     $1,239

US Fund for UNICEF              Trade                     $1,052

The Weeks-Lerman Group, LLC     Trade                       $250

Charles, Christopher            Trade                       $195

Actors Connection               Trade                       $181

Professional Sound Services     Trade                       $163

Phantom Power, Grip &           Trade                       $150
Electric

The Siege Perilous L.L.C.       Trade                       $130

John Clifford Photography       Trade                       $125

All Rack                        Trade                       $120

Ship-It                         Trade                       $117

Gotham Sound & Communications   Trade                        $90


SALTIRE INDUSTRIAL: Taps Togut Segal as Bankruptcy Attorneys
------------------------------------------------------------
Saltire Industrial, Inc., asks the U.S. Bankruptcy Court for the
Southern District of New York for permission to employ Togut,
Segal & Segal LLP as its bankruptcy counsel.

Togut Segal will:

    a) assist in the preparation of financial statements,
       schedules of assets and liabilities, statement of
       financial affairs, and other reports and documentation
       required by the Bankruptcy Code and the Bankruptcy Rules;

    b) represent the Debtor at hearings on matters pertaining to
       its affairs as debtor in possession;

    c) prosecute and defend litigation matters that may
       arise during this chapter 11 case;

    d) negotiate, formulate and confirm an appropriate chapter
       11 plan for the Debtor;

    e) counsel and represent the Debtor concerning the
       assumption or rejection of executory contracts and
       leases, administration of claims, and numerous other
       bankruptcy related matters arising from this case; and

    f) perform such other bankruptcy services that are
       desirable and necessary for the efficient and economic
       administration of this chapter 11 case.

The Debtor paid a $340,000 retainer to Togut Segal.  The hourly
rates of the firm's professionals range from:

            Position                   Billing Rate
            --------                   ------------
            Partners                   $590 to $720
            Associates                 $195 to $505
            Paralegals and law clerks  $115 to $180

Headquartered in New York, New York, Saltire Industrial,
manufactures diverse consumer and industrial products sold under a
variety of brand names.  The Company filed for protection on
August 17, 2004 (Bankr. S.D.N.Y. Case No. 04-15389).  When the
Debtor filed for protection, it listed more than $1 million in
estimated assets and more than $10 million in estimated debts.


SIX FLAGS: Weak Operating Outlook Triggers S&P's Low-B Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on theme
park operator Six Flags Inc., including its corporate credit
rating to 'B' from 'B+', and removed the ratings from CreditWatch,
where they were placed on July 19, 2004.

The rating outlook is negative. The Oklahoma City, Okla.-based
company's total debt and preferred stock as of June 30, 2004, was
$2.48 billion.

"The downgrade is based on the company's weak operating outlook
for the full year 2004 and higher debt leverage," said Standard &
Poor's credit analyst Hal Diamond. "In addition, despite lower
capital spending, we expect discretionary cash flow will be
slightly negative in 2004 due to reduced profitability, as well as
the heavy interest expense and preferred dividend burden."

The company has provided guidance of roughly an 8% decline in
EBITDA for 2004, reflecting lower attendance and higher operating
expenses.  Attendance was down 4% in the first seven months of
2004, despite increased advertising expenses, reflecting the
absence of major new rides and attractions and the weak operating
environment.  The outlook for the remainder of 2004 will likely
continue to be challenging, and company will need to maintain
marketing expenses and ticket price discounting in order to
generate attendance.

Discretionary cash flow has been minimal during the past four
years despite reduced capital spending. Standard & Poor's is
concerned that this strategy has resulted in underinvestment in
the rides and attractions necessary to stimulate visitation. The
company plans to raise capital spending from $75 million in 2004
to roughly $125 million in 2005, which includes $35 million to
build a new water park adjacent to its existing Chicago-based
theme park.  This strategy, which is designed to stimulate
attendance, will likely result in continued negative discretionary
cash flow in 2005, and higher debt levels.     


SOLECTRON CORP: Secures 3-Year $500 Million Revolving Credit Loan
-----------------------------------------------------------------
Solectron Corporation (NYSE:SLR), a leading provider of
electronics manufacturing and integrated supply chain services,
has secured a three-year, $500 million revolving credit facility.

The facility, which will expire Aug. 20, 2007, amends and restates
a $250 million credit agreement scheduled to expire in February
2005.

The company said the new $500 million revolver includes more
favorable terms than the previous facility and increases available
liquidity. No amounts are currently drawn on the credit facility.

The facility was co-arranged by Banc of America Securities LLC and
J.P. Morgan Securities Inc. Scotia Capital and Citigroup were two
other top lenders. In addition, 11 other lenders committed to the
facility.

                        About Solectron  

Solectron -- http://www.solectron.com/-- provides a full range of   
worldwide manufacturing and integrated supply chain services to  
the world's premier high-tech electronics companies. Solectron's  
offerings include new-product design and introduction services,  
materials management, high-tech product manufacturing, and product  
warranty and end-of-life support.  The company is based in  
Milpitas, California, and had sales from continuing operations of  
$9.8 billion in fiscal 2003.  

                         *     *     *

As reported in the Troubled Company Reporter, June 28, 2004  
edition, Fitch Ratings has affirmed Solectron Corporation's 'BB-'  
senior unsecured debt, 'BB+' senior secured bank credit facility,  
and the remaining 'B' adjustable conversion rate equity security  
units.  

The Rating Outlook is changed to Stable from Negative.  
Approximately $1.2 billion of debt is affected by Fitch's action.  

The Stable Rating Outlook reflects Solectron's improved financial  
performance, a more stable demand environment across key-end  
markets, and the company's progress related to asset sales. The  
company's ongoing asset divestiture program, announced during the  
fourth fiscal quarter of 2003, represented approximately $700  
million of aggregate revenues and break-even cash flows. To date  
the company has received approximately $405 million of pretax cash  
proceeds, which is within range of Fitch's expectations, with  
three businesses still to sell. In addition, the company's  
refinancing risk has been reduced and financial flexibility  
improved as a result of meeting the $950 million liquid yield  
option notes put with cash in May 2004 and repurchasing  
approximately 94% of the outstanding ACES units, mostly with  
common stock, representing approximately $1.0 billion of debt.  

Solectron's ratings continue to reflect relatively weak albeit  
improving operating margins, driven by a continued competitive  
pricing environment and less than optimal capacity utilization  
rates, and a cash conversion cycle that lags those of its peers.  
Positively, the ratings are supported by Solectron's top tier  
position within the EMS industry, with significant scope and  
global footprint of operations, a lower revenue break-even point  
resulting from a combination of past restructuring and asset  
divestitures, a solid liquidity profile, and a manageable maturity  
schedule.

Solectron's credit protection measures meaningfully improved in  
the third quarter, as a result of the aforementioned debt  
repayments and a 100 basis points sequential improvement in  
operating margins. Operating margins have improved in each of the  
past four quarters, rising to 1.8% in the third quarter of 2004  
from -1.1% one year ago. Leverage improved significantly to 3.8  
times(x) for the LTM ended May 31, 2004 versus 6.3x and 11.8x for  
the LTM periods ended May 30, 2003 and May 31, 2002, respectively.  
Interest coverage was 2.9x for the LTM ended May 31, 2004 versus  
0.3x for the twelve months ended May 31, 2003. Fitch expects  
credit protection measures will remain stable and ultimately  
improve over the next several quarters, driven by continued demand  
strength in its key-end markets, especially communications and  
consumer, profitability enhancement resulting from higher capacity  
utilization rates, and incremental cost savings associated with  
past restructuring programs and LEAN manufacturing initiatives, as  
well as meaningfully lower debt service requirements.

Liquidity as of May 31, 2004 consisted of unrestricted cash of  
$1.2 billion and an undrawn three-year $250 million secured  
revolving facility, expiring February 2005. The company also has  
various committed and uncommitted revolving lines of credit  
related to its foreign subsidiaries, totaling approximately  
$225 million. Free cash flow is likely to be modestly positive  
over the next several quarters; however, Fitch believes that in a  
rapidly accelerating demand environment profitability enhancement  
could increase more slowly than working capital requirements  
without continued reductions in cash conversion days. Furthermore,  
Solectron expects approximately $100 million of proceeds for the  
sale of the remaining three businesses in the divestiture program,  
none of which have a meaningful impact on cash flow. Total debt  
was $1.2 billion as of May 31, 2004, consisting primarily of  
$150 million of 7.375% senior notes due March 2006, $500 million  
of 9.625% senior notes due February 2009, and $450 million of 0.5%  
convertible senior notes due February 2034. In addition,  
approximately $63 million of ACES remain and are expected to be  
remarketed in August 2004 and mature in 2006.


STRATUS TECH: S&P Affirms 'B' Rating & Revises Outlook to Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Maynard, Mass.-based Stratus Technologies Inc.,
and revised its outlook to negative from stable.

"The outlook revision follows the company's recent announcement
that a review of revenue recognition practices for certain
customer transactions could lead to a financial restatement for
fiscal 2004 and the first quarter of fiscal 2005," said Standard &
Poor's credit analyst Martha Toll-Reed. The Stratus announcement
indicated that the accounting issues identified relate to the
timing of the recording of revenue, not whether the transactions
can be recorded as revenue, and are not expected to result in
changes to historical cash flow.

The ratings on Stratus reflect a niche market position in the
highly competitive global server market, which is dominated by
competitors with significantly greater financial resources. These
factors are partially offset by a significant base of more stable
and recurring service revenues, and improved financial
flexibility.

With more than 20 years of operating history, privately owned
Stratus is a provider of "fault tolerant" computers and related
services for mission-critical applications. Stratus' server
product sales have been adversely affected by weakness in high-end
server spending and by an ongoing revenue transition from products
based on its proprietary operating system to industry standard-
based products. Stratus' strategic intent is to expand revenues
and market share in the higher-growth Windows and Linux segments
of the high-availability server market. The current rating
reflects Standard & Poor's expectation that Stratus will be
challenged to gain significant market share through sustained
product innovation and differentiation.


TANGO INC: Projects $6.5 Million Increase in FY 2005 Revenue
------------------------------------------------------------
Tango (OTCBB:TNGO) said revenue for August, 2004 positions the
Company for the highest revenue year since inception. Tango is
currently projecting to increase its annual revenue to about $6.5
million for the next fiscal year which translates into about a 40%
increase from last year's revenue. The success Tango is
demonstrating in Portland positions the Company to engage in
discussions to acquire another company of equal size in order to
double Tango's revenue, achieve economies of scale and post a
sustained long term profit.

Tango's plan is to become vertically integrated over the next six
fiscal quarters. Tango will be looking to purchase a manufacturing
operation to enable the Company to offer a complete manufacturing,
embellishment and packing operation for distribution of garments
to major branded apparel companies. Tango's growth strategy will
allow it to become a global corporation with global assets.
Tango's current research indicates that Central America is the
most likely target for an acquisition because of its geographic
location, accessibility of transportation, time zone issues and a
lack of language barriers.

"Traditionally the barrier for entry into this market has been
extremely high; however, we feel that based upon our success, we
should be able to secure the financing for our corporate
objectives," said Todd Violette, Chairman and COO. He also said,
"My personal goal is to build Tango into a vertically integrated,
one-stop shopping and manufacturing facility for tee shirts, sweat
clothing and other garments. This will uniquely position Tango to
be able to provide a complete packaged product to its end user.
The ability for the Company to achieve this objective will make it
a dominant player within our industry, unmatched by any rival. I
believe Tango's combination of its acquisition and organic growth
strategy should enable us to meet our revenue objectives of $12
million to $18 million by this time next year, making us well
positioned to trade on the American Stock Exchange."

                          About Tango

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

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

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


TELEWEST COMMS: Fitch Raises Long-Term Credit Rating to 'CCC+'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit ratings on Telewest Communications Networks Ltd. (TCN)--the
U.K.-based telephony, cable-TV, and Internet provider--to 'CCC+'
from 'SD' and placed the ratings on CreditWatch with positive
implications, following the group's restructuring.

At the same time, Standard & Poor's withdrew its ratings on
related entities Telewest Communications PLC and Telewest Finance
(Jersey) Ltd., including its 'SD' corporate credit rating on
Telewest Communications PLC. This is because these entities will
not form part of the restructured group.

"The rating actions principally reflect the group's balance sheet
and corporate restructuring, which involved a o3.8 billion debt
(and interest) for equity swap," said Standard & Poor's credit
analyst Simon Redmond.

The ratings on TCN reflect the company's refinancing risk,
material leverage, weak cash generation, and competitive operating
environment. The ratings are supported, however, by the group's
substantially complete network, customer base of about 1.75
million, and high average revenues per user.

On July 15, 2004, the Telewest group completed its financial
restructuring, which involved the extinguishment of o3,282 million
of bonds and o479 million of interest. The post-restructuring
liabilities and substantially all the assets were transferred to
Telewest Global Inc., a new U.S.-listed holding company. Pro forma
for the completion of the group's restructuring in July 2004, at
June 30, 2004, Telewest Global had gross debt of about o2.0
billion ($3.6 billion) including o1.8 billion of bank debt at TCN.

"To resolve the CreditWatch placement, we will closely monitor the
group's refinancing plans; the benefits garnered from the
restructuring; and the strategic and operational performance and
expectations for the business," said Mr. Redmond. "Subject to a
satisfactory review and successful refinancing, the ratings are
likely to be raised by more than two notches."


TOM'S FOODS: S&P Places Low-B Ratings on CreditWatch Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on snack
food manufacturing and distribution company Tom's Foods Inc. on
CreditWatch with negative implications because of concerns about
the company's ability to finance upcoming maturities. On
CreditWatch are both the company's 'B' corporate credit and 'B-'
senior secured debt ratings. CreditWatch with negative
implications means that the ratings could be affirmed or lowered
following the completion of Standard & Poor's review.

Columbus, Ga.-based Tom's Foods had $66.8 million of total debt
outstanding at June 19, 2004.

"Standard & Poor's is concerned about Tom's Foods' ability to
refinance its financial obligations given the imminent maturities
for its unrated $17 million revolving credit facility and its
rated $60 million in 10.5% senior secured notes due in November
2004," said Standard & Poor's credit analyst David Kang.

The prior termination date for the revolving credit facility was
Aug. 31, 2004, but the company has extended this to Sept. 30,
2004, while it works on a transaction to refinance both the credit
facility and notes. Standard & Poor's believes it is likely the
company will also be able to secure subsequent extensions of the
credit facility. However, we remain concerned about the company's
ability to successfully complete a comprehensive refinancing
transaction within the next two months.

Standard & Poor's will continue to monitor developments and review
the company's near-term refinancing plans before resolving the
CreditWatch listing. If Tom's Foods is unable to provide Standard
& Poor's with a definitive refinancing plan within the next few
weeks, the ratings could be lowered.

Tom's Foods is a regional snack food manufacturing and
distribution company. Its product categories include chips,
sandwich crackers, baked goods, nuts, and candy.  


TRAINER WORTHAM: Fitch Affirms 'BB' Rating After Review Process
---------------------------------------------------------------
Fitch Ratings affirms all classes of notes issued by Trainer
Wortham First Republic CBO III, LTD., (Trainer Wortham III). These
affirmations are the result of Fitch's review process. The
following rating actions are effective immediately:

   --$195,000,000 class A-1 notes 'AAA';
   --$60,750,000 class A-2 notes 'AAA';
   --$9,000,000 class B notes 'AA';
   --$8,000,000 class C notes 'A';
   --$13,200,375 class D notes 'BBB';
   --$16,000,000 preference shares 'BB'.

Trainer Wortham III is a collateralized bond obligation (CBO)
managed by Trainer Wortham & Company, Inc., which closed Feb. 19,
2003. The notes issued by Trainer Wortham III are supported by a
portfolio composed of 71% residential mortgage-backed securities
(RMBS), 11% commercial mortgage-backed securities (CMBS), 5%
asset-backed securities (ABS), 3% real estate investment trusts
(REITs), and 5% collateralized debt obligations (CDOs). Included
in this review, Fitch discussed the current state of the portfolio
with the asset manager and their portfolio management strategy
going forward. In addition, Fitch Ratings conducted cash flow
modeling utilizing various default timing and interest rate
scenarios. Fitch assumed various levels of losses on several
manufactured housing assets for modeling purposes. During
simulations, Trainer Wortham III was able to withstand these
stresses at its original ratings. If actual write-downs exceed
expectations, the risk level of the liabilities will be
reassessed.

Since closing, the collateral has continued to perform within
expectations. As of the most recent trustee report dated July 27,
2004, there were no defaulted assets and assets rated 'CCC+' or
lower represent approximately 4.46% of the portfolio. The weighted
average rating factor has deteriorated from the April 24, 2003
trustee report level of 11.86 ('BBB+/BBB') to 16.30 ('BBB'),
compared to a maximum required level of 14 ('BBB'). The class A/B
overcollateralization (OC) ratio has decreased from 118% to
111.5%, compared to a required level of 103.5%.

Trainer Wortham III has several robust structural features, which
Fitch believes will aid the deal's future performance. During the
reinvestment period, there is an additional collateral coverage
test which if activated would divert interest proceeds towards the
purchase of new collateral. Also during the reinvestment period,
the distributions to equity are limited to a 20% dividend yield,
and any excess interest proceeds are then used to redeem the class
D notes. To date $2.049 million has been applied to redeem the
class D notes through this mechanism.

The ratings of the class A-1, A-2 and B notes address the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date. The ratings
of the class C and D notes address the likelihood that investors
will receive ultimate and compensating interest payments, as per
the governing documents, as well as the stated balance of
principal by the legal final maturity date. The rating of the
preference shares addresses the likelihood that investors will
ultimately receive the stated balance of principal by the legal
final maturity date.

Fitch conducted cash flow modeling utilizing various default
timing and interest rate scenarios to measure the breakeven
default rates going forward relative to the minimum cumulative
default rates required for the rated liabilities. (For more
information on the Fitch Vector Model, see 'Global Rating Criteria
for Collateralised Debt Obligations', dated Aug. 1, 2003,
available on the Fitch Ratings web site at --
http://www.fitchratings.com/ As a result of this analysis, Fitch  
has determined that the original ratings assigned to all classes
of notes still reflect the current risk to noteholders.


U.S. CANADIAN: Completes $2 Mil. Foreclosure Sale on Nevada Unit
----------------------------------------------------------------
U.S. Canadian Minerals Inc. (OTCBB: UCAD) completed the
foreclosure sale on the property in Lincoln County, Nevada, upon
which it holds an option to purchase, securing the property for
Nevada Minerals Inc. UCAD was previously granted an option to
purchase this property from Nevada Minerals Inc. for $2,000,000
This transaction clears the way for UCAD to consider the exercise
of such option and the launching of operations on the property.
UCAD is currently negotiating a land use agreement for access and
use prior to exercising the option.

Among the infrastructure comprising the property are 88,400 square
feet of industrial and office buildings, certain riparian rights
to more than 515.6 acre-feet of water annually drawn from two
wells, and an electric power sub-station with a long-term, low-
cost power supply contract.

                           About UCAD

U.S. Canadian Minerals is a multi-dimensional, mineral-based
corporation headquartered in Las Vegas , Nevada . On its own and
through Joint Ventures, UCAD is looking to expand and develop
mining properties throughout the world. UCAD has already begun
work on several projects, all of which are in various stages of
development.

                         *     *     *

As reported in the Troubled Company Reporter on July 30, 2004, the
Board of Directors of U.S. Canadian Minerals, Inc. dismissed
Beckstead and Watts, LLP as its independent public accountants on
June 11, 2004.  The Company's Board of Directors participated in
and approved the decision to dismiss Beckstead and Watts, LLP.
  
Beckstead and Watts, LLP had been the Company's certifying  
accountant for the prior year.  During the past year, Beckstead  
and Watts, LLPs' report on the Company's financial statements  
contained an explanatory paragraph questioning the Company's  
ability to continue as a going concern.


U.S. PLASTIC: Settles AMPAC Balance with Property Turn-Over
-----------------------------------------------------------
As previously reported, on or about May 25, 2004, AMPAC Capital
Solutions, LLC, a Nevada limited liability company, received an
assignment of all of rights, title and interest of Guaranty
Business Credit Corporation, a Delaware corporation, in and to the
Loan and Security Agreement dated December 19, 2002 and entered
into between Guaranty Business Credit Corporation and U S Plastic
Lumber (as amended, restated, modified and supplemented from time
to time).

U.S. Plastic Lumber has failed to pay the monthly payments due on
the Term Advance and the Special Advance Subline on June 1, 2004
or the Extension Fee due on June 9, 2004 as required by the Loan
Agreement, which failures constitute material breaches of the
terms and conditions of the Loan Agreement. Due to the Company's
default, AMPAC may exercise all of its rights and remedies
including taking possession of and liquidating the Collateral
specified in the Loan Agreement. The outstanding principal balance
due from the USPL to AMPAC as of June 21, 2004 was approximately
$7,097,202.89 plus interest, costs, fees and expenses.

On June 17, 2004, U.S. Plastic Lumber entered into a Surrender of
Collateral, Consent to Strict Foreclosure, and Release
Agreement with AMPAC, which provides that USPL shall turn over
certain personal property of USPL located at 14312 Central Ave.,
Chino, California, including, but not limited to, all of the
furniture, equipment, leasehold improvements, inventory, accounts,
chattels, security deposits, utilities deposits, credits and
general intangibles and other assets of all kinds, tangible and
intangible, used at, or in connection with, the business being
operated at the Chino Facility by USPL, to AMPAC and that AMPAC
shall retain said California Collateral in partial satisfaction of
the Indebtedness.

Specifically, the Consent Agreement provides that AMPAC shall
retain the California Collateral in satisfaction of the
$300,000.00 of the Indebtedness as provided for in Section 9620 of
the California Uniform Commercial Code and that such amount shall
be credited against, and reduce the amount of, the Indebtedness.
USPL has waived and renounced, after default, all of their
rights to notice of any kind, including a Notification of
Disposition of Collateral, and their right to require disposition
of collateral as provided for in Section 9624 of the California
Uniform Commercial Code. USPL has also acknowledged that the
credit being received for the California Collateral is fair and
reasonable.

Headquartered in Boca Raton, Florida, U.S. Plastic --  
http://www.usplasticlumber.com/-- manufactures plastic lumber and   
is the technology leader in the industry.  The Company filed for a  
chapter 11 protection on July 23, 2004 (Bankr. S.D. Fla. Case No.  
04-33579).  Stephen R. Leslie, Esq., at Stichter, Riedel, Blain &  
Prosser, P.A., represents the Debtor in its restructuring
efforts. When the Debtor filed for protection it listed
$78,557,000 in total assets and $48,090,000 in total debts.


UAL CORP: Asks Court to Okay Avoidance Action Settlement Protocol
-----------------------------------------------------------------
UAL Corp. and its debtor-affiliates ask Judge Wedoff to establish
omnibus procedures to settle claims and causes of action
threatened in connection with, or brought by the Debtors in
adversary proceedings.  The actions seek to recover preferential
transfers received by individuals or entities from the Debtors.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, relates that  
the Debtors made numerous payments to providers of goods and  
services within 90 days before the Petition Date.  The Debtors,  
working with Kirkland, financial consultants Huron Consulting  
Group and management consultants Mercer Management Consulting,  
have thoroughly analyzed the 90-day payments to determine what  
portion should be pursued.

The analysis examined more than 1,000 providers of goods and  
services, assessed the importance of the relationships, reviewed  
rejected or terminated contracts, and assessed potential  
preference defenses.  As result of the study, the Debtors will  
pursue approximately $450,000,000 in potential preferences  
against 2,500 suppliers.

Mr. Sprayregen assures the Court that the Official Committee of  
Unsecured Creditors participated extensively in the preference  
review process.  The Debtors have responded to questions and  
shared detailed data and analysis with the Creditors' Committee  
and its advisors.  The Debtors promise to continue this working  
relationship.

Mr. Sprayregen notes that it would become prohibitively expensive  
if the Debtors are required to obtain Court approval to settle  
each and every Avoidance Claim.  Such process would entail the  
costs of preparing, filing and serving documents for each  
settlement.  The flood of paperwork would needlessly clog the  
Court's docket and impose unnecessary burden on the Court and its  
staff.

The Avoidance Action Settlement Procedures provide that:

   -- The Debtors will settle an Avoidance Claim without further
      approval from the Creditors Committee or the Court if:

         (i) the Avoidance Claim payments to a party are $500,000
             or less; or

        (ii) the Avoidance Claim exceeds the settlement amount by
             no more than $500,000.

      Settling Avoidance Claims exceeding the settlement amount
      by no more than $500,000 without further Committee or Court
      approval will give the Debtors flexibility to settle higher
      dollar amount claims where the discrepancy between the
      Avoidance Claim and the settlement amount is a relatively
      small percentage of the full Avoidance Claim.  For example,
      the Debtors may settle a $4,900,000 Avoidance Claim for
      $4,500,000 without Court or the Creditors Committee
      approval;

   -- The Debtors will ask the Creditors Committee to review and
      approve, pursuant to a 10-day notice process, the
      settlement of Avoidance Claims greater than $500,000 but
      less than or equal to $2,500,000 -- where the Avoidance
      Claim exceeds the settlement amount by more than $500,000;
      and

   -- The Debtors will seek a Court order, after providing all
      affected parties with an opportunity to object, when
      dealing with Avoidance Claims over $2,500,000.

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 Debtors filed for
protection from their creditors, they listed $24,190,000,000 in
assets and $22,787,000,000 in debts. (United Airlines Bankruptcy
News, Issue No. 57; Bankruptcy Creditors' Service, Inc., 215/945-
7000)   


UAL CORP: Flight Attendants Demand Employee Pension Contributions
-----------------------------------------------------------------
Greg Davidowitch, president of the Association of Flight
Attendants-CWA United Airlines Master Executive Council, made the
following statement regarding the bankruptcy court approval of
a 30-day extension of the exclusivity period during which United
Airlines management may file its own plan of reorganization and
the approval of new debtor-in-possession financing:

"Based upon a change in the terms of the loan, the court approved
the DIP agreement. That change, as stated by the court, allows
United to make its pension payments. Previously, the agreement
prohibited United in effect from making pension contributions.
Based upon this change in the terms, we call on CEO Glenn Tilton
to immediately meet funding obligations that were due on July 15,
2004.

"Flight attendants have already made enormous sacrifices to help
the airline's finances. Workers' economic concessions totaling
nearly $13 billion between 2003 and 2009 have left United with
some of the lowest labor costs among the major airlines -- and
workers feel those cuts on a daily basis. Even so, flight
attendants continue to prove our dedication to our airline as we
bring the passengers back. Management should not misread our
dedication and industry-leading service records as complacency
about the company's continued attack on our work rules,
healthcare, wages and pensions. We have only begun to fight
current managements' efforts to extract more concessions from
flight attendants. We will continue to challenge current
management decisions as they relate to United Airlines' successful
exit from bankruptcy.

"Limiting the extension of exclusivity period to 30 days during
which United Airlines management may file its own plan of
reorganization, although unsatisfactory, is a step in the right
direction. We will continue to demonstrate to the court that
flight attendants and other creditors must be provided the
opportunity to explore plans other than those that have
consistently failed under the direction of current management. The
latitude afforded this management after their consistent failure
to make good faith progress toward reorganization is astounding.

"Flight attendants are currently participating in a web-based vote
of no confidence in the senior management of United Airlines. The
vote will conclude at 5 p.m. Central Time on August 24. Depending
upon the outcome, AFA anticipates joining the motion by the
International Association of Machinists and Aerospace Workers for
the appointment of a trustee."

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

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 Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and  $22,787,000,000 in debts.


US AIRWAYS: Alabama's Aircraft Claims Allowed for $98.7 Million
---------------------------------------------------------------
On November 4, 2002, U.S. Bank, N.A., as successor-in-interest to  
State Street Bank and Trust Company and State Street Bank and  
Trust Company of Connecticut, N.A., filed Claim No. 3372 with  
respect to aircraft bearing Tail Nos. N885US, N886US, N887US,  
N888AU, N889US, N890US, and N891US.   

After negotiation and discussion, U.S. Bank and the Reorganized  
US Airways and its debtor-affiliates agree to allow Claim No. 3372
in part as a general unsecured Class USAI-7 claim with respect to
these Tail Nos.:

               Tail No.                     Amount
               --------                     ------
                N885US                 $14,097,461
                N886US                  14,097,461
                N887US                  14,097,461
                N888AU                  14,097,461
                N889US                  14,097,461
                N890US                  14,097,461
                N891US                  14,097,461
                                       -----------
                Total                  $98,682,227

Distribution on the Allowed Claims will be made to these entities  
according to these percentages:

                                               Percentage  
          Name                     TIN           Allowed
          ----                     ---         ----------
   Teachers' Retirement        63-0474588         64.3%
   System of Alabama

   Employees' Retirement       63-0474399         32.1%
   System of Alabama

   Judicial Retirement         63-0693796          3.6%
   Fund of Alabama

(US Airways Bankruptcy News, Issue No. 59; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


US AIRWAYS: S&P Downgrades Junk Ratings as Deadlines Approach
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on US
Airways Group Inc. and its US Airways Inc. subsidiary, including
lowering the corporate credit ratings of both entities to 'CCC'
from 'CCC+'. The outlook is negative.

The rating action reflects an increasing risk that crucial labor
negotiations will not be completed successfully by Sept. 30, after
which the airline could be in default under its federally
guaranteed loan, financing arrangements for regional jet
deliveries could be withdrawn, and a credit card processor could
demand added cash collateral. In addition, the company faces
pension payments of $133 million during the second half of 2004, a
substantial portion of which is due Sept. 15. According to media
reports, US Airways Group's Chairman, David Bronner, said on Aug.
18 that the airline's unions must agree to wage concessions by
mid-September or the company would face bankruptcy and could well
be liquidated. Ratings on senior classes of enhanced equipment
trust certificates, which are either bond insured or well
collateralized, were not lowered.

"The lack of progress in labor talks and dwindling time in which
agreements must be reached indicate a substantial and increasing
risk of bankruptcy in the near term," said Standard & Poor's
credit analyst Philip Baggaley. US Airways' pilots are in active
negotiations with management, but talks with other labor groups
are less advanced. The company has said that it expects to be in
violation of certain financial covenants under its federally
guaranteed loan following third-quarter 2004 financial results,
and would accordingly need to seek another waiver or amendment
from the Air Transportation Stabilization Board. Likewise, General
Electric Capital Corp. (AAA/Stable/A-1+) and regional jet
manufacturers providing financing for new deliveries of regional
jets have waived covenant violations linked to credit ratings
through Sept. 30, but may not extend them further without
significant progress in labor talks. That financing could not
likely be replaced and the regional jets are important to US
Airways' turnaround plan.

Liquidity is constrained; unrestricted cash totaled $975 million
at June 30, 2004, but is likely to decline as the airline enters
the seasonally weak period following Labor Day. The company faces
pension payments of $133 million during the second half of 2004, a
substantial (but undisclosed) portion of which is due Sept. 15. US
Airways announced on Aug. 16, 2004, that it will ask the IRS for
permission to reschedule $67.5 million of upcoming minimum pension
payments relating to the 2004 plan year. If the request is
granted, the company could offset $28.6 million of that amount
against the 2003 plan year amounts that are due Sept. 15, 2004.

Failure to make rapid progress toward needed labor concessions
could prompt a further downgrade. In addition, covenant violations
or moves toward out-of-court debt restructuring could lead to a
downgrade.


WAVELAND-INGOTS: Fitch's Average Rating Factor Stays at 'BB-'
-------------------------------------------------------------
Fitch Ratings-New York-August 20, 2004: Fitch Ratings affirms six
classes of notes issued by Waveland-INGOTS, Ltd.,. These
affirmations are the result of Fitch's review process. The
following rating actions are effective immediately:

   --$80,000,000 class A-1 notes affirmed at 'AAA';
   --$201,750,000 class A-2 notes affirmed at 'AAA';
   --$14,500,000 class B-1 notes affirmed at 'A';
   --$10,000,000 class B-2 notes affirmed at 'A';
   --$40,750,000 class C-1 notes affirmed at 'BBB';
   --$3,000,000 class C-2 notes affirmed at 'BBB'.

Waveland-INGOTS, Ltd. is a collateralized debt obligation managed
by Pacific Investment Management Company, which closed June 24,
2003. Waveland-INGOTS, is composed of 93.5% loans and 6.5% bonds.
Included in this review, Fitch Ratings discussed the current state
of the portfolio with the asset manager and their portfolio
management strategy going forward.

Since closing, the collateral has continued to perform. The
weighted average rating factor has stayed the same at 'BB-'. As of
the July 7, 2004 trustee report, Waveland-INGOTS $359 million
portfolio contained no defaulted assets or assets rated 'CCC+' or
below. Waveland-INGOTS weighted average spread test has decreased
since closing, and is currently 2.84% relative to it trigger of
2.75%.

As of the July 7, 2004 distribution date, there is currently $37.7
million balance in the principal collection account which has been
received through prepayment, tenders and calls of eligible
investments. The manager has indicated that they are currently in
the process of selecting suitable investments to reduce the cash
balance of the portfolio.

After discussing Waveland-INGOTS with PIMCO, Fitch Ratings
believes the asset manager will continue to be selective in the
reinvestment process. PIMCO remains optimistic that they will be
able to sell some low spread assets and reinvest in higher spread
assets coming out in the new issue market to improve the WAS.
PIMCO currently has a Leveraged Loan CDO Asset Manager rating of
'CAM 1' by Fitch.

The rating of the class A-1 and A-2 notes addresses the likelihood
that investors will receive full and timely payments of interest,
as per the governing documents, as well as the stated balance of
principal by the legal final maturity date. The ratings of the
class B-1 and class B-2 notes address the likelihood that
investors will receive ultimate and compensating interest
payments, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date. The ratings
of the class C-1 and class C-2 notes address the likelihood that
investors will receive ultimate the stated balance of principal by
the legal final maturity date.


WEIRTON STEEL: Asks Court to Compel United Bank to Turn Over Funds
------------------------------------------------------------------
Weirton Steel Corporation created a Deferred Compensation Plan
for Directors, which became effective as of January 1, 1991.  The
Debtor subsequently amended certain provisions of the
Compensation Plan by resolution.  Pursuant to the Compensation
Plan, members of the Debtor's Board of Directors were provided
the opportunity to defer all or a portion of the fees to which
they were entitled for their services as Directors, and instead
receive their fees in the form of Weirton common stock.  The
Compensation Plan was available only to Directors who were not
also Weirton employees.

Mark E. Freedlander, Esq., at McGuireWoods, in Pittsburgh,
Pennsylvania, relates that in accordance with the terms of the
Compensation Plan, the Debtor created a trust pursuant to that
certain Trust Under Weirton Steel Corporation Deferred
Compensation Plan for Directors.

Section 3(a) of the Trust Agreement states that the Debtor will
be considered "Insolvent" if:

    "(i) [Weirton] is unable to pay its debts as they become due,
    or (ii) [Weirton] is subject to a pending proceeding as a
    debtor under the United States Bankruptcy Code."

As of June 30, 2004, the aggregate balance held by United Bank,
Inc., in accordance with the Trust Agreement is approximately
$230,187.

By this motion, Weirton asks the Court to compel United Bank,
successor by merger to United National Bank of Wheeling, as
trustee, to turn over funds currently in United Bank's possession
under the Trust Agreement.

United Bank refused to comply with the Debtor's demand in the
absence of a Court order directing payment of the Trust Assets to
Weirton.

Mr. Freedlander points out that the Trust Agreement expressly
states that the Trust Assets are subject to the claims of the
Debtor's general creditors in the event that Weirton Steel is a
debtor under the Bankruptcy Code.  Therefore, the Trust is a
grantor, or "rabbi", trust, subject to the claims of the Debtor's
general creditors, thus constituting property of Weirton's
bankruptcy estate under Section 541 of the Bankruptcy Code.

Section 542 of the Bankruptcy Code obligates United Bank to
distribute the Trust Assets to the Debtor for the benefit of its
creditors.

Headquartered in Weirton, West Virginia, Weirton Steel Corporation
is a major integrated producer of flat rolled carbon steel with
principal product lines consisting of tin mill products and sheet
products. The company is the second largest domestic producer of
tin mill products with approximately 25% of the domestic market
share.  The Company filed for chapter 11 protection on May 19,
2003 (Bankr. N.D. W. Va. Case No. 03-01802).  Judge L. Edward
Friend, II administers the Debtors cases.  Robert G. Sable, Esq.,
Mark E. Freedlander, Esq., David I. Swan, Esq., James H. Joseph,
Esq., at McGuireWoods LLP represent the Debtors in their
restructuring efforts. (Weirton Bankruptcy News, Issue No. 33;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ZIM CORP: Recurring Losses Raise Going Concern Doubt
----------------------------------------------------
In the three-month period ending June 30, 2004, ZIM Corporation
reports a $992,203 loss.  ZIM has incurred losses during each of
the last five years.  In addition, the Corporation generated
negative cash flows from operations of $848,754 for the three
months ended June 30, 2004 and has generated negative cash flows
from operations during each of the last five years.

The Corporation's management team has focused the direction of the
Corporation from a mature database and application development
technology player to a provider of interactive mobile messaging.
To establish the interactive mobile messaging, the Corporation
needs substantial funds for marketing and business development.

All of the factors above raise substantial doubt about the
Corporation's ability to continue as a going concern. Management's
plans to address these issues include continuing to raise capital
through the placement of equity, obtaining additional advances
from related parties and, if necessary, renegotiating the
repayment terms of accounts payable and accrued liabilities. The
Corporation's ability to continue as a going concern is subject to
management's ability to successfully implement the above plans.
Failure to implement these plans could have a material adverse
effect on the Corporation's position and/or results of operations
and may necessitate a reduction in operating activities. The
consolidated financial statements do not include adjustments that
may be required if the assets are not realized and the liabilities
settled in the normal course of operations.

In the longer term, the Corporation has to generate the level of
sales which would result in cash self sufficiency and it may need
to continue to raise capital by selling additional equity or by
obtaining credit facilities. The Corporation's future capital
requirements will depend on many factors, including, but not
limited to, the market acceptance of its software, the level
of its promotional activities and advertising required to support
its software. No assurance can be given that any such additional
funding will be available or that, if available, it can be
obtained on terms favorable to the Corporation.

                        Auditor Turmoil

Effective June 1, 2003, ZIM Corporation engaged Raymond Chabot
Grant Thornton General Partnership, as the independent accounting
firm for ZIM Corporation, ZIM Technologies and Private Capital.
Also effective June 1, 2003, ZIM dismissed Kenneth A. Gill,
Chartered Accountant, the Company's former independent accounting
firm, and David I. Tow, C.P.A., Private Capital's former
independent accounting firm. On May 1, 2003, KPMG LLP resigned as
ZIM Technologies' independent accounting firm.

The decision to terminate Kenneth A. Gill, Chartered Accountant,
and David I. Tow, C.P.A., was approved by ZIM's Audit Committee
and its entire Board of Directors. The decision to retain Raymond
Chabot Grant Thornton General Partnership was approved by the
Company's Audit Committee and its entire Board of Directors.

Neither the report of Kenneth A. Gill, Chartered Accountant, for
the periods ended on April 30, 2003, January 31, 2003 and October
31, 2002, nor the reports of KPMG LLP for the years ended May 31,
2002 and May 31, 2001, contained an adverse opinion or disclaimer
of opinion, nor were the reports modified as to uncertainty, audit
scope or accounting principles, except for an auditor's comment
for United States readers in regard to the ability of ZIM
Corporation or ZIM Technologies, as applicable, to continue as a
going concern.  

David I. Tow, C.P.A. issued no reports on behalf of Private
Capital subsequent to his retention on December 16, 2002, and
therefore issued no report that contained any adverse opinion,
disclaimer of opinion, or modification as to uncertainty, audit
scope or accounting principles.

David I. Tow died on January 14, 2004, and his accounting practice
ceased upon his death.  As such, there is no one available to
comment on the Company's statements with respect to David I. Tow
C.P.A.'s limited work on behalf of Private Capital.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  
                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
Akamai Technologies     AKAM       (175)         279      140  
Amazon.com              AMZN     (1,036)       2,162      568  
Blount International    BLT        (397)         400       83
Centennial Comm         CYCL       (579)       1,447      (99)  
Choice Hotels           CHH        (118)         267      (42)  
Cincinnati Bell         CBB        (640)       2,074      (47)
Compass Minerals        CMP        (144)         687      106
Cubist Pharmacy         CBST        (18)         223       91
Delta Air Lines         DAL        (384)      26,356   (1,657)
Deluxe Corp             DLX        (298)         563     (309)  
Domino Pizza            DPZ        (718)         448       (1)
Echostar Comm           DISH     (1,033)       7,585    1,601  
Graftech International  GTI         (97)         967       94  
Hawaian Holdings        HA         (143)         256     (114)    
Idenix Pharm            IDIX        (28)          67       30
Imax Corporation        IMAX        (52)         250       47  
Kinetic Concepts        KCI        (246)         665      228  
Lucent Tech. Inc.       LU       (3,371)      15,765    2,818
Millennium Chem.        MCH         (46)       2,398      637  
McMoRan Exploration     MMR         (54)         169       83
Northwest Airlines      NWAC     (1,775)      14,154     (297)  
Nextel Partner          NXTP        (13)       1,889      277  
ON Semiconductor        ONNN       (499)       1,161      213  
Pinnacle Airline        PNCL        (48)         128       13
Rightnow Tech.          RNOW        (13)          29       (9)
Sepracor Inc            SEPR       (619)       1,020      256  
St. John Knits Int'l    SJKI        (65)         234       69
UST Inc.                UST        (115)       1,726      727  
Vector Group Ltd.       VGR          (3)         628      142
WR Grace & Co.          GRA        (183)       2,874      658
Western Wireless        WWCA       (225)       2,522       15

                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Bernadette C. de Roda, Rizande B.  
Delos Santos, Jazel P. Laureno, Cherry Soriano-Baaclo, Marjorie  
Sabijon and Peter A. Chapman, Editors.

Copyright 2004.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
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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 ***