TCR_Public/040827.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, August 27, 2004, Vol. 8, No. 182

                           Headlines

AIR CANADA: Pilots Ass'n Wants Rights in Plan Proceeds Confirmed
ALDERWOODS GROUP: Adopts FIN 46R in Accounting Policies
AMKOR TECHNOLOGY: John Boruch Returns to Post as President & COO
ASSET SECURITIZATION: Strong Performances Prompts Fitch Upgrade
BEAR STEARNS: Fitch Assigns Low-B Ratings on Six Cert. Classes

BLEECKER STRUCTURED: Fitch Junks $39.3M Class C Fixed-Rate Notes
CANADA PAYPHONE: Asks Quebec & British Columbia Courts to OK Sale
CEC IND: Restructured Company Changes Name to Advantage Capital
CHAS COAL: Wants Until Sept. 30 to Make Lease-Related Decisions
CINRAM INTERNATIONAL: Amends $1.175 Billion Credit Facilities

CINRAM INT'L: S&P Affirms BB Long-Term Corporate Credit Rating
CORNERSTONE PROPANE: Plan Confirmation Hearing on September 30
CORNERSTONE: Court Approves Plan Voting & Tabulation Procedures
CSFB MORTGAGE: Moody's Puts Low-B Ratings on 4 Classes & Junks 2
CSFB MORTGAGE: Fitch Puts Low-B Ratings on Five Cert. Classes

DELAWARE RIBBON: Case Summary & 20 Largest Unsecured Creditors
DENALI CAPITAL: S&P Puts BB Rating on $8 Million Class D Notes
DLJ MORTGAGE: S&P Raises Class B-4 Cert. Rating a Notch to B+
DONINI INC: Inks Food Brokerage Agreement with Premier Marketing
DORADO MARINE INC: Voluntary Chapter 11 Case Summary

DP8 LLC: Signs-Up Schian Walker as Bankruptcy Attorneys
ELITE MODEL: Sells Substantially All Assets to Creative World
FEDERAL-MOGUL: Plan Proposes to Compromise T&N Pension Obligations
FIRST VIRTUAL: Common Stock Begins Trading on Pink Sheets
FLEMING COS: Continental Holds $91K Admin & $753K Unsecured Claims

FLINTKOTE MINES: Case Summary & 20 Largest Unsecured Creditors
FRANCHISE FINANCE: Moody's Junks 11 Note Classes & Puts Low-B on 5
FRANCHISE PICTURES: Files for Bankruptcy after Losing Fraud Case
FRANCHISE PICTURES: Case Summary & Largest Unsecured Creditors
GREENSBURG COUNTRY: Case Summary & 20 Largest Unsecured Creditors

HAWAIIAN AIRLINES: Parent & Trustee Agree on Joint Reorg. Plan
HILTON HOTELS: Moody's Reviews Low-B Ratings for Possible Upgrade
IMPAC MEDICAL: Nasdaq Threatens to Halt Stock Trading on Sept. 2
INTERNATIONAL WIRE: Court Confirms Reorganization Plan
KAISER: Retirees Comm. Wants to Retain ABD Insurance as Consultant

KING SERVICE: Taps Friedman Hirschen as Environmental Counsel
MANDALAY RESORT: Will Hold 2nd Qtr. Conference Call on Sept. 2
MICROAGE INC: Publishes Notice of Impending Final Distribution
MICROAGE INC: Wants to Restrict Who Gets Final Distributions
MIRANT CORP: Appoints Michele Burns as Chief Restructuring Officer

MIRANT CORP: Gets Court Nod to Implement Employee Severance Plan
MORGAN STANLEY: S&P Affirms Low-B Ratings on Three Cert. Classes
NATIONAL CENTURY: Avidity Wants to Recover Preferential Transfers
NORTEL NETWORKS: Providing Wireless Services to T-Mobile USA
NORTHWEST AIRLINES: Sues Sabre Travel for Breach of Contract

NORTHWEST AIRLINES: Proposed Fees Would Violate Worldspan Pacts
OMNI FACILITY: Gets Nod to Obtain $5.3 Million of DIP Financing
OWENS CORNING: Bondholders Press for an Asbestos Claims Bar Date
PACIFIC GAS: Says Confirmation Order Should've Stopped 31 Lawsuits
PAXSON COMMS: Liquidity Troubles Prompt S&P's B- Credit Rating

PEGASUS SATELLITE: Court Approves Final DirecTV-NRTC Settlement
PENINSULA GAMING: S&P Lowers Credit & Debt Ratings One Notch to B
PG&E NATIONAL: NEG & ET Holdings Object to $6.8MM Hoffman Claims
PURE TECH: U.S. Patent Office Grants P-Wave(R) Technology Patent
QWEST COMMS: Subsidiary Pays $569 Million Cash for 7.20% Notes

R.J.REYNOLDS: Moody's Affirms Ba2 Sr. Sec. & B2 Sr. Unsec. Ratings
RELIANCE: Liquidator Wants to Pay $375MM to Guaranty Associations
RHYNO CBO: Fitch Junks $127M Class A-3 & $37M Class B Notes
RIVERSIDE FOREST: Tolko Offers C$29 Per Share to Buy Company
RIVERSIDE FOREST: Says Tolko's Offer is Inadequate

RIVERSIDE FOREST: S&P Places B+ Credit & Debt Ratings on Watch
SARDONYX ASSOCIATES: Case Summary & Largest Unsecured Creditors
SCHLOTZSKY'S: Look for Bankruptcy Schedules by October 2
SOLUTIA INC: Gets Court Nod to Pay Letter of Credit Claims
SOTAV LTD: Case Summary & 2 Largest Unsecured Creditors

STANDARD MOTOR: Seeks New Accountant Following KPMG's Resignation
SUNRISE CDO: Fitch's B- Rating on $14.79M Notes on Watch Negative
TANGO INC: Sets Guidelines for Potential Acquisition Targets
THREE PROPERTIES: Section 341(a) Meeting Slated for September 9
TRICOM S.A.: Names Gerald Gitner Independent Non-Exec. Director

TRUE TEMPER: S&P Rates Bank Debt at B & Sub. Debt at CCC+
U.S. CANADIAN: Inks Land Use Pact for Property in Rachael, Nevada
UAL CORP: Fee Review Committee Issues Jan. to Mar. 2004 Report
UNIFLEX, INC: Gets Court Approval to Pay Employee Benefits
UNITED AGRI: Further Extends Senior Debt Tender Offer to Sept. 3

VHJ ENERGY: Turns to Gale Wilson for Accounting Services
WASTE SERVICES: Senior Lenders Waive Covenants Until October 5
WEIRTON STEEL: U.S. Govt. Objects to Debtors' Liquidation Plan

* BOOK REVIEW: From Industry to Alchemy:
               Burgmaster, A Machine Tool Company

                           *********

AIR CANADA: Pilots Ass'n Wants Rights in Plan Proceeds Confirmed
----------------------------------------------------------------
The Air Canada Pilots Association asks the Ontario Superior Court
of Justice to:

    -- confirm the unions' capacities to deal with the proceeds
       received under the Applicants' Consolidated Plan of
       Reorganization, Compromise and Arrangement; and

    -- declare that the collective agreements between the
       Applicants and the Unions as well as the clean slate
       agreements the parties entered into in May 2004 are
       Unaffected Contracts under the Plan.

Richard B. Jones, Esq., at Jones, Rogers, LLP, in Toronto,
Ontario, asserts that, while the Plan compromises the rights of
creditors, including ACPA, the Plan is not intended to derogate
from the obligations of the Applicants under amended or new
contracts or written agreements entered into in the course of the
CCAA proceedings under the supervision and direction of the CCAA
Court.

ACPA asks the CCAA Court to rule that the obligations of the
Applicants and Ernst & Young, Inc., as Monitor, under the Plan --
including any obligations under the Plan arising on the exercise
of ACE Rights under the Rights Offering -- in respect of the
Unions' Claims will be fully satisfied and discharged on the
delivery of the ACE Shares due in respect of the Claims to the
Union.  The ACPA asks the Court to direct the Monitor to deliver
the ACE Shares to the applicable Union or as the Union directs in
writing.

                                     Creditor
    Union                          Reference No.    Claim Amount
    -----                          -------------    ------------
    Air Canada Pilots Association       10638     CN$300,004,455

    International Association of        10726        190,700,000
    Machinists and Aerospace
    Workers

    National Automobile, Aerospace      10694        236,100,000
    and Agricultural Implement
    Workers Union of Canada
    (CAW/TCA - Canada)

    Canadian Airline Dispatchers        12189          8,030,000
    Association

    Canadian Union of Public Employees   9801        126,820,389

    Teamsters                            9544         13,500,000

    Air Line Pilots Association      4-009138         61,900,000

Ten days before the Initial Distribution Date, the Monitor must
advise the Unions of the cash amount required for any tax
withholding obligations referred to in the Plan.  The Unions
should be entitled to satisfy their obligations under the Plan by
making escrow or trust arrangements in the form and amount
satisfactory to the Monitor.  The Monitor, as Distributing Agent,
will then distribute the ACE Shares.

ACPA asks Mr. Justice Farley to permit the Unions, which have
filed Claims and received ACE Shares or ACE Rights, to:

    -- take delivery of the ACE Shares or exercise the ACE Rights
       in accordance with the terms of the Plan; and

    -- sell or otherwise deal with the ACE Shares together with
       the proceeds from any of those dealings and to determine
       the manner of any allocation of the ACE Shares or proceeds.

The Applicants and the Unions will seek further directions from
the Court no later than 10 days before the Initial Distribution
Date regarding the compliance with certain reporting obligations.

Nothing in the Sanction Order or the Plan should be construed or
have the effect of impairing or reducing the jurisdiction of
arbitrators appointed under the collective agreements, the Canada
Industrial Relations Board or the Federal Court of Canada in any
future proceedings brought by the Applicants or the Unions under
the Canada Labour Code.

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


ALDERWOODS GROUP: Adopts FIN 46R in Accounting Policies
-------------------------------------------------------
In January 2003, the Financial Accounting Standards Board issued
Interpretation No. 46, "Consolidation of Variable Interest
Entities," which was revised in December 2003.  FIN No. 46R
clarifies the application of Accounting Research Bulletin No. 51,
"Consolidated Financial Statements," to enterprises that have a
variable interest in variable interest entities, and is effective
no later than the end of the first reporting period that ends
after March 15, 2004.

Alderwoods Group, Inc., elected to adopt FIN No. 46R at the
beginning of its 2004 fiscal year on January 4, 2004.  The
adoption of FIN No. 46R resulted in the consolidation of the
funeral and cemetery merchandise and service, and perpetual care
trusts in the company's consolidated balance sheet, but did not
change the legal relationships among the funeral trusts, cemetery
trusts, perpetual care trusts, the company, and its holders of
pre-need contracts.  Alderwoods does not consolidate certain
funeral trusts for which the company does not absorb a majority of
their expected losses and, therefore, is not considered a primary
beneficiary of these funeral trusts under FIN No. 46R.  The
adoption of FIN No. 46R has not materially impacted Alderwoods'
net income or its consolidated statement of cash flows.

In connection with the adoption and application of FIN 46R,
Alderwoods engaged in discussions with the staff of the Securities
and Exchange Commission over several months.

In a July 21, 2004, letter to SEC Chief Accountant Donald T.
Nicolaisen, Alderwoods advises the SEC of its conclusions on the
application of FIN 46R to its statutorily required trusts:

     July 21, 2004

     Mr. Donald T. Nicolaisen
     Chief Accountant
     Office of the Chief Accountant
     Securities and Exchange Commission
     450 Fifth Street, N.W.
     Washington, DC 20549-1103

     Via FAX-(202) 942-9656


     Dear Mr. Nicolaisen:

          Based on discussions with the staff of the Securities
     and Exchange Commission ("SEC Staff") over the past several
     months, culminating with a meeting with the SEC Staff on
     April 29, 2004, we have prepared this letter summarizing the
     application of FASB Interpretation No. 46 (revised December
     2003), Consolidation of Variable Interest Entities ("FIN
     46R"), to statutorily required trusts (the "Trusts")
     utilized by the undersigned registrants in the deathcare
     industry (the "Registrants").  The information included
     herein represents our conclusions regarding the accounting
     for the Trusts under the requirements of FIN 46R.  We
     acknowledge that our accounting conclusions that follow are
     an industry-specific application of the literature discussed
     herein and should not be analogized to in other situations.
     Based on these discussions, we understand the SEC Staff will
     not object to these conclusions.

     Background

          A significant component of the Registrants' businesses
     is the sale on a pre-need basis of funeral and cemetery
     merchandise and services and cemetery interment rights and
     property.  State laws generally require all or a substantial
     portion of the funds collected for pre-need funeral and
     cemetery merchandise and service contracts to be placed into
     merchandise and service trusts ("M&S Trusts").  State laws
     also require a portion of the funds collected from sales of
     cemetery interment rights and property to be placed into
     perpetual care trusts ("Care Trusts").

          M&S Trusts are required by state statutes and are
     established explicitly to protect pre-need consumers by
     limiting access by funeral and cemetery operators to the
     funds until the merchandise is delivered or services are
     performed.  The funds deposited into the M&S Trusts are
     invested in accordance with the investment requirements
     established by statute or, where the prudent investor rule
     is applicable, the trustees' judgment.  In exchange for the
     amounts paid by the customer plus the accumulated earnings
     on these amounts, the Registrants are contractually
     obligated to deliver the merchandise or perform the services
     stipulated by the contract terms.

          Economically, the M&S Trust earnings compensate the
     funeral or cemetery operator for increases in the costs of
     providing the merchandise or performing the services because
     funeral and cemetery operators are contractually obligated
     to provide such merchandise and services in the future at a
     price established at the time the contract is entered into
     with the pre-need consumer.  The assets of the M&S Trusts
     are not subject to the claims of the Registrants' creditors.

          Care Trusts are also required by state statutes and
     obligate the Registrants to remit a portion of the proceeds
     from the sale of cemetery interment rights and property to
     such Care Trusts.  Earnings on the Care Trust corpus are
     used for the perpetual upkeep of the cemetery grounds.
     Except in very limited circumstances, neither the cemetery
     operators nor the customers have any right to the Care
     Trust corpus and the Care Trusts' assets are not subject to
     the claims of the Registrants' creditors.

     Adoption of FIN 46R

          Under the provisions of FIN 46R, M&S Trusts and Care
     Trusts are variable interest entities because the Trusts
     meet the conditions of paragraphs 5(a) and 5(b)(1) of
     FIN 46R.  That is, as a group, the equity investors (if any)
     do not have sufficient equity at risk and do not have the
     direct or indirect ability through voting or similar rights
     to make decisions about the Trusts' activities that have a
     significant effect on the success of the Trusts.  FIN 46R
     requires the Registrants to consolidate M&S Trusts and Care
     Trusts for which the Registrants are the primary
     beneficiaries (i.e., those for which the Registrants absorb
     a majority of the Trusts' expected losses).  A Registrant is
     the primary beneficiary of a given Trust whenever a majority
     of the assets of the Trust are attributable to deposits for
     customers of the Registrant.  If the assets of a given Trust
     arise as a result of deposits for customers of multiple
     Registrants or multiple funeral and cemetery operators, such
     that a majority of the assets of the Trust are not
     attributable to customers of any single Registrant or single
     funeral and cemetery operator, then no Registrant would
     absorb a majority of the Trust's expected losses (i.e., the
     Trust would not have a primary beneficiary) and the Trust
     would not be consolidated under the provisions of FIN 46R.

          Although FIN 46R requires consolidation of most of the
     M&S Trusts and the Care Trusts, it does not change the legal
     relationships among the Trusts, the Registrants and their
     customers.  In the case of the M&S Trusts, the customers are
     the legal beneficiaries.  In the case of the Care Trusts,
     the Registrants do not have a legal right to the trust
     assets.  For these reasons, upon consolidation of the
     Trusts, the Registrants are recognizing non-controlling
     interests in their financial statements to reflect the third
     party interests in these Trusts in accordance with FASB
     Statement No. 150, Accounting for Certain Financial
     Instruments with Characteristics of Both Liability and
     Equity.  As discussed with the SEC Staff, the Registrants
     are classifying deposits to M&S Trusts as liability non-
     controlling interests and are classifying deposits to Care
     Trusts as equity non-controlling interests.  The Registrants
     are continuing to account for amounts received from
     customers prior to delivery of merchandise or services that
     are not deposited in either M&S Trusts or Care Trusts as
     deferred revenue.

          In consolidation, the Registrants recognize realized
     investment earnings of the M&S Trusts within Other income,
     net.  The Registrants then recognize a corresponding expense
     within Other income, net that represents the realized
     earnings of those trusts that are attributable to the non-
     controlling interest holders.  The corresponding credit for
     this expense is Non-controlling interest in funeral and
     cemetery trusts for M&S Trusts or Non-controlling interest
     in perpetual care trusts for Care Trusts.  The sum of these
     expenses recorded in Other income, net will offset the
     realized earnings of such trusts also recognized within
     Other income, net.  Accordingly, the Registrants' income
     statements are not affected by consolidation of the Trusts
     in accordance with FIN 46R (i.e., the application of this
     accounting policy is income statement neutral to the
     Registrants' financial statements).

          To the extent the earnings of the Trusts are
     distributed prior to the delivery of merchandise and/or
     services, a corresponding amount of non-controlling interest
     will be reclassified to deferred revenue, until it is
     recognizable as revenue.  In the case of M&S Trusts, the
     Registrants recognize as revenues amounts previously
     attributed to non-controlling interests and deferred
     revenues upon the performance of services and delivery of
     merchandise, including earnings accumulated in these trusts.
     In the case of the Care Trusts, distributable earnings are
     recognized in cemetery revenues to the extent of qualifying
     cemetery maintenance costs.

          Both the M&S Trusts and the Care Trusts hold
     investments in marketable securities that generally are
     classified as available-for-sale by the Registrants under
     the requirements of FASB Statement No. 115, Accounting for
     Certain Investments in Debt and Equity Securities
     ("FAS 115").  In accordance with the provisions of FAS 115,
     available-for-sale securities of the Trusts are initially
     recorded at fair value, with unrealized gains and losses
     excluded from earnings of the Registrants and initially
     recorded as a component of Accumulated other comprehensive
     income (loss) in the consolidated balance sheet.  By analogy
     to the guidance in EITF Topic D-41, Adjustments in Assets
     and Liabilities for Holding Gains and Losses as Related to
     the Implementation of FASB Statement No. 115 ("Topic D-41"),
     unrealized gains and losses on available-for-sale securities
     of the Trusts attributable to the non-controlling interest
     holders are not recorded as Accumulated other comprehensive
     income (loss), but are recorded as an adjustment to either
     Non-controlling interest in funeral and cemetery trusts for
     M&S Trusts or Non-controlling interest in perpetual care
     trusts for Care Trusts.  Therefore, unrealized gains and
     losses attributable to the non-controlling interest holders
     are reclassified from Accumulated other comprehensive income
     (loss) to either Non-controlling interest in funeral and
     cemetery trusts for M&S Trusts or Non-controlling interest
     in perpetual care trusts for Care Trusts.  The gross effect
     from applying Topic D-41 on the Registrants' Accumulated
     other comprehensive income (loss) will be disclosed in the
     Registrants' footnotes to their financial statements, but
     the Registrants' Accumulated other comprehensive income
     (loss) on the face of the balance sheet is ultimately not
     affected by consolidation of the Trusts.

                            * * * * *

          We respectfully thank the SEC Staff for their time
     and attention over the last several months regarding the
     application of FIN 46R to the Trusts.  This letter sets
     forth the accounting policies that we, the Registrants,
     will follow as a result of the adoption of FIN 46R.

     Service Corporation International    Alderwoods Group, Inc.

     Stewart Enterprises, Inc.            Carriage Services, Inc.

     cc:  PricewaterhouseCoopers LLP
          KPMG LLP

(Loewen Bankruptcy News, Issue No. 88; Bankruptcy Creditors'
Service, Inc., 215/945-7000)

                     About Alderwoods Group

The Company provides funeral and cemetery services and products on
both an at-need and pre-need basis.  In support of the pre-need
business, it operates insurance subsidiaries that provide
customers with a funding mechanism for the pre-arrangement of
funerals.

                         *     *     *

As reported in the Troubled Company Reporter on July 27, 2004,
Standard & Poor's Ratings Services it affirmed its 'B+' corporate
credit rating on the funeral home and cemetery operator Alderwoods
Group, Inc., and assigned its 'B' debt rating to the company's
proposed $200 million senior unsecured notes due in 2012.  At the
same time, Standard & Poor's also assigned its 'BB-' senior
secured bank loan rating and its '1' recovery rating to
Alderwoods' proposed $75 million revolving credit facility, which
matures in 2008, and to its proposed term loan B, which matures in
2009.  The existing term loan had $242 million outstanding at
March 27, 2004, but will be increased in size.  The bank loan
ratings indicate that Standard & Poor's expects a full recovery of
principal in the event of a default, based on an assessment of the
loan collateral package and estimated asset values in a distressed
default scenario.  The company is expected to use the proceeds
from the new financings to redeem $320 million of 12.25% senior
unsecured notes, repay a $25 million subordinated loan, and fund
transaction costs.  As of March 27, 2004, the company had
$614 million of debt outstanding.

The ratings outlook has been revised to positive from stable to
indicate that, in time, the ratings could be raised if Alderwoods
can continue to demonstrate improved operating performance and if
it can sustainably deleverage.  The decline in leverage would give
the company additional financial capacity to weather adverse
competitive factors, such as periodic weaknesses in death rates
and rising consumer preference for lower cost death-care services.

"The low-speculative-grade ratings on funeral and cemetery
services provider Alderwoods Group, Inc., reflect its highly
leveraged financial profile, uncertainties related to the longer
term success of a new business plan, and the company's
vulnerability to periods of business weakness," said Standard &
Poor's credit analyst Jill Unferth.  "These factors are mitigated
by the relatively favorable long-term predictability of the
funeral home and cemetery business."


AMKOR TECHNOLOGY: John Boruch Returns to Post as President & COO
----------------------------------------------------------------
Amkor Technology, Inc. (Nasdaq: AMKR) reported a leadership
change.  Bruce Freyman, former President and COO, has resigned
from Amkor.  John Boruch, Vice Chairman, has moved back into his
former role as President and COO.

"I am glad to be back in the role as President and COO of Amkor,
and I'm excited about the future of our company.  My initial focus
is to articulate a clear direction for the future through a
renewed focus on total customer satisfaction," said John Boruch.

"As an industry veteran, John has the commitment and wisdom to
lead our company forward to the next level," said Jim Kim, Amkor's
Chairman and CEO.  "I am confident that his leadership and
experience will generate continued growth and success for Amkor."

Mr. Boruch joined Amkor in 1984 as Corporate Vice President of
Sales.  He was promoted to President 1992, and Chief Operating
Officer in 1999.  He was most recently promoted to Vice Chairman
in January of 2004.

                           About Amkor

Amkor Technology, Inc., (Nasdaq: AMKR) is a leading provider of
contract semiconductor assembly and test services.  The company
offers semiconductor companies and electronics OEMs a complete set
of microelectronic design, manufacturing and support services.
More information on Amkor is available from the company's SEC
filings and on Amkor's web site: http://www.amkor.com/

Amkor's $200 million issue of 10-1/2% Senior Subordinated Notes
due May 1, 2009, carry a B3 rating from Moody's Investors Service
and a CCC+ rating from Standard & Poor's Ratings Services.  Those
notes currently trade at 92 to 93 cents-on-the-dollar for about a
12.5% yield.


ASSET SECURITIZATION: Strong Performances Prompts Fitch Upgrade
---------------------------------------------------------------
Fitch Ratings upgrades and removes from Rating Watch Positive
Asset Securitization Corp.'s commercial mortgage pass-through
certificates, series 1995-MD IV as follows:

   -- $29 million class A-5 to 'AA' from 'BBB';
   -- $67.7 million class B-1 to 'BBB' from 'B'.

In addition, Fitch affirms these classes:

   -- $132.8 million class A-1 'AAA';
   -- $67.7 million class A-2 'AAA';
   -- $53.2 million class A-3 'AAA';
   -- $58 million class A-4 'AAA';
   -- Interest only class A-CS2 'AAA'.

The $32.4 million class B-2, $836 class B-2H and interest only
class A-CS3 remain at 'D' because of principal losses resulting
from the discounted payoff of the Hardage Hotel Portfolio in July
2003.

The upgrades reflect the strong performance of three of the four
remaining loans in the pool, representing 76% of the pool.  The
Crescent and Hallwood loans (52.8% and 17.4%, respectively), and
the G&L loan (5.8%), which is defeased, all have investment grade
credit assessments.

Both, the Crescent and Hallwood loans, continue to have Fitch
stressed debt service coverage ratios -- DSCR -- well above
issuance levels. The Crescent's year-end 2003 Fitch stressed DSCR
is 1.82 times (x) as compared to 1.42x at issuance and Hallwood's
YE 2003 DSCR is 2.04x versus 1.40x at issuance.  Of some concern
is the drop in occupancy to 81.5%, as of June 2004, from 89.4% at
YE 2002 for the Hallwood portfolio.

The performance of the Columbia Sussex loan (24.9%) continued to
decline through YE 2003 with Fitch's stressed net cash flow -- NCF
-- down 8.6% from YE 2002. The loan is fully amortizing over a
twenty-year schedule and has eleven years remaining until
maturity.  As a result of the 25% paydown on the loan, the Fitch
YE 2003 stressed DSCR of 1.61x is only slightly lower than the
1.66x reported at issuance.  The DSCR is based on Fitch adjusted
net cash flow and a stressed debt service based on the current
loan balance and a 10.48% hypothetical mortgage constant.

Although YE 2003 occupancy improved from YE 2002, the average
daily rate -- ADR -- decreased by 6.1% from YE 2002, resulting in
a decrease in revenue per available room -- RevPAR --,
approximately equal to the RevPAR at issuance.


BEAR STEARNS: Fitch Assigns Low-B Ratings on Six Cert. Classes
--------------------------------------------------------------
Fitch Ratings affirms Bear Stearns Commercial Mortgage Securities
commercial mortgage pass-through certificates, series 2002-TOP8,
as follows:

   -- $166.6 million class A-1 at 'AAA';
   -- $538.8 million class A-2 at 'AAA';
   -- Interest only (I/O) class X-1 at 'AAA';
   -- I/O class X-2 at 'AAA';
   -- $25.3 million class B at 'AA';
   -- $28.4 million class C at 'A';
   -- $9.5 million class D at 'A-';
   -- $11.6 million class E at 'BBB+';
   -- $6.3 million class F at 'BBB';
   -- $4.2 million class G at 'BBB-';
   -- $8.4 million class H at 'BB+';
   -- $3.2 million class J at 'BB';
   -- $4.2 million class K at 'BB-';
   -- $3.2 million class L at 'B+';
   -- $3.2 million class M at 'B';
   -- $2.1 million class N at 'B-'.

Fitch does not rate the $8.4 million class O.

The affirmations are due to the stable pool performance and
scheduled amortization.  As of the August 2004 distribution date,
the pool's aggregate certificate balance has decreased 2.4% to
$822.5 million, compared with $842.2 million at issuance.

There is currently one loan in special servicing.  The Highland
Orchard Apartments (0.83% of the pool) is secured by a 182-unit
garden style multi-family complex, located in Conyers, Georgia.  A
foreclosure was completed on Aug. 3, 2004.  A loss is expected on
this loan; however, the nonrated class O is sufficient to absorb
this loss.

The seven credit assessed loans (30.9% of the pool) remain
investment grade.  Fitch reviewed operating statement analysis
reports and other performance information provided by the master
servicer, Wells Fargo Bank, N.A.  The debt service coverage ratio
-- DSCR -- for the loans are calculated based on a Fitch-adjusted
net cash flow -- NCF -- and a stressed debt service based on the
current loan balance and a hypothetical mortgage constant.

Eighty Park Place (7.7%) is secured by one 26-story and one three-
story building totaling 955,924 square feet, located in Newark,
New Jersey.  The property is 100% leased and occupied by Public
Service Electric & Gas Company under a lease expiring in 2015,
three years past loan maturity.  The Fitch-adjusted NCF as of the
year-end 2003 decreased approximately 6.5% since issuance.  The
corresponding DSCR as of YE 2003 is 1.46 times (x), compared with
1.53x at issuance.

One Seaport Plaza (7.6%) is secured by a 35-story, 1.1 million sf
office building located in downtown Manhattan, New York.  The loan
consists of a 33.7% ($62.9 million) pari passu interest in a
$186.6 million whole loan.  The Fitch-adjusted NCF as of YE 2003
decreased approximately 10.4% since issuance, the corresponding
DSCR as of YE 2003 was 1.34x, compared with 1.48x at issuance.
The decrease is due to tenant concessions being paid by the
borrower for recent leasing at the property, once those
concessions have been paid, the property's overall performance
should be in-line with issuance.  Occupancy as of July 2004 has
increased to 96.4%, compared with 82.0% at issuance.

Dulles Towne Crossing (5.8%) is secured by 418,047 sf and the
ground under the three largest anchors: Wal-Mart; Lowe's; and
Sam's out parcels.  The center consists of a 737,558 sf, seven-
building power retail center located in Sterling, Virginia.
Additional tenants include:

   * Best Buy;
   * Nordstrom Rack;
   * Bed, Bath & Beyond;
   * Dick's Sporting Goods; and
   * T.J. Maxx.

The Fitch-adjusted NCF as of YE 2003 increased 1.8%, compared with
issuance.  The corresponding YE 2003 DSCR increased to 1.43x,
compared with 1.39x at issuance.

Flushing Plaza (3.7%) is secured by a two-story, 243,092 sf office
building with street level retail, located in Flushing, New York.
The Fitch-adjusted NCF as of YE 2003 decreased 3.8% since
issuance.  The corresponding DSCR as of YE 2003 was 1.68x,
compared with 1.69x at issuance.  Fitch is concerned that the top
three tenants, 40.0% of net rentable area, have lease expirations
within the next 12 months.  This loan has been placed on the
master servicer watch list.  Fitch will monitor the leasing
efforts of the property.

Skyway Terrace Apartments (2.0%) is secured by a 348-unit garden
style apartment complex located in San Jose, California.
Occupancy as of September 2003 declined to 80.0%, compared with
90.0% at issuance. Fitch will monitor occupancy levels at this
property.

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


BLEECKER STRUCTURED: Fitch Junks $39.3M Class C Fixed-Rate Notes
----------------------------------------------------------------
Fitch Ratings has downgraded three classes of notes issued by
Bleecker Structured Asset Funding, Ltd., as issuer, and Bleecker
CBO Delaware Corp., as co-issuer.

These classes have been downgraded:

   -- $148,289,537 class A first priority senior secured notes due
      2035 to 'A-' from 'AAA';

   -- $40,203,233 class B second priority senior secured floating-
      rate notes due 2035 to 'B-' from 'BBB';

   -- $39,331,009 class C senior subordinated secured fixed-rate
      notes due 2035 to 'C' from 'B'.

In conjunction with the downgrades, Fitch has removed the class C
notes from Rating Watch Negative.  The class A and B notes remain
on Rating Watch Negative.

The transaction, a collateralized bond obligation, is supported by
a diversified portfolio of asset-backed securities, residential
mortgage-backed securities and commercial mortgage-backed
securities.  Fitch has had discussions with the Clinton Group,
Inc., the collateral manager, regarding the current state of the
portfolio.  An event of default has occurred and is continuing
whereby the sum of the principal balances of all non-
defaulted/deferred interest PIK securities, the calculation amount
of all defaulted/deferred interest PIK bonds and the total amount
of cash and eligible investments on deposit in the principal
collection account is not at least equal to the outstanding amount
of rated notes.  As such, the collateral manager cannot direct the
sale of any defaulted and credit risk securities.

Fitch has reviewed the credit quality of the individual assets
comprising the portfolio and has conducted cash flow modeling of
various default timing and interest rate stress scenarios.  As a
result, Fitch has determined that the original ratings assigned to
all rated classes of Bleecker no longer reflect the current risk
to noteholders.

The rating actions are a result of deterioration in the credit
quality of Bleecker's collateral pool and the negative impact of
its interest rate hedge.  According to its July 30, 2004 trustee
report, 6.4% of the collateral pool was defaulted per Bleecker's
governing documents.  As part of its analysis, Fitch identified an
additional 10.7% of the collateral pool whereby default is a real
possibility.  Both the distressed and defaulted assets represent
exposures to the manufactured housing, franchise loan and aircraft
lease sectors.  These assets, coupled with other assets that have
migrated in credit quality, have contributed to a decrease in
Bleecker's overcollateralization levels.  As of July 30, 2004, the
class A OC test was passing at 109% versus a trigger of 106.5% and
the class B and C OC tests were failing at 85.8% and 71%,
respectively, versus triggers of 110.5% and 102%.

Interest proceeds available to pay Bleecker's notes have undergone
stress largely attributable to an interest rate swap in place to
hedge the mismatch between fixed-rate collateral (currently $110.7
million, excluding defaults) and floating-rate liabilities
(currently $211.3 million when including the class D notes, 'NR',
and excluding class B deferred interest).  Because Bleecker is
currently overhedged with its swap ($225 million notional; 7.418%
strike rate) and in a low interest rate environment, Bleecker
continues to be negatively impacted.

In addition, Bleecker's structure allows principal to be used to
pay unpaid interest on subordinate notes while senior classes are
still outstanding.  This practice, using principal to pay interest
to subordinate notes, in some scenarios, may erode senior note OC.

Fitch will continue to monitor and review this transaction for
future rating adjustments.


CANADA PAYPHONE: Asks Quebec & British Columbia Courts to OK Sale
-----------------------------------------------------------------
Canada Payphone Corporation filed the necessary documents with the
Quebec Superior Court and with the British Columbia Supreme Court
seeking authority to proceed to implement the offer of Globalive
Communications, Inc., including without limitation the process
undertaken under the Bankruptcy and Insolvency Act (Canada) and
the offering to the existing shareholders of half of the proceeds
from the offer of Globalive as referred to in its press releases
of August 18 and 23, 2004.

Pursuant to its offer and subject to the receipt of the necessary
court orders and approval of creditors, Globalive Communications,
Inc., agreed to lend $500,000 to the Company which amount will be
shared by the unsecured creditors of the Company to compromise and
settle all of the Company's unsecured debts.  A majority in number
and two thirds in value of the unsecured creditors present must
approve the proposal, personally or by proxy, at the meeting and
voting.  The meeting of creditors is scheduled to be held at
10:00 am today, August 27, 2004 in Montreal, Quebec.  The Company
has already received commitments from significant creditors in
favour of the proposal.  Following the approval of the proposal by
the creditors, the Company intends to apply to the Quebec Superior
Court on August 27, 2004 for final approval of the proposal by
that court.

In conjunction with the offer of Globalive and subject to receipt
of the necessary court orders, the Company will be required to
purchase from, and all shareholders will be deemed to have sold to
the Company, all of the issued and outstanding Common Shares of
the Company at a price of $0.02 per share.  Globalive has agreed
to provide the Company with sufficient funds to permit the
purchase of such shares.  Concurrent with the purchase of such
shares, Globalive will also subscribe for additional shares with
the result that the Company will, upon completion of the
transactions contemplated under the offer of Globalive, become a
wholly owned subsidiary of Globalive.  As the Company is
incorporated under the laws of British Columbia, the Company is
today seeking an order of the British Columbia Supreme Court
permitting it to apply for an order on August 27, 2004 to effect
the transactions.

"We have done our utmost to investigate all possible alternatives
that may be available to the Company for the benefit of our
various stakeholders" commented Mr. Andre Cote, President and
Chief Executive Officer of "The Globalive offer was the only offer
presented and represents a positive outcome in the circumstances
and in the best interest of our stakeholders", he added.

               About Canada Payphone Corporation

Canada Payphone Corporation is Canada's leading competitive
payphone service provider.  Over the past few years, Canada
Payphone has played an instrumental role in the deregulation of
the competitive payphone industry and continues to create exciting
business opportunities in the new era of public access
communications.

In 1999, Canada Payphone began installing payphones across Canada.
An experienced telecommunications team and the latest advancements
in payphone technology provide Canada Payphone's customers with
superior service and reliability.

Canada Payphone Corporation is currently registered in the TSX
Venture Exchange under the symbol 'CPY'.


CEC IND: Restructured Company Changes Name to Advantage Capital
---------------------------------------------------------------
CEC Industries Corp. (OTC Pink Sheets: CECC) changed its name to
Advantage Capital Development Corp. to better reflect its new
business operations.  The Company's board of directors has elected
to be regulated pursuant to Section 54 of the Investment Act to
better reflect its new corporate direction as a business
development company.  As a business development company, Advantage
Capital Development Corp. will be able to invest in both public
and private entities, including developing companies.

The Company recently completed a major corporate restructuring
that included the resignation of its former officers and directors
as well as the establishment of a new board of directors and the
appointment of new senior management.  The Company cleaned up its
balance sheet by eliminating debt and disposed of its ownership in
a subsidiary, and reclaimed 3 million shares of its common stock
as the result of a breach of an agreement with the principals of
that subsidiary.  Additionally, the Company's corporate offices
have been relocated from Las Vegas to Miami.

"The primary intention of the comprehensive restructuring plan was
to create long-term shareholder value for a company that has had
little specific direction," said Sternberg.  "As a regulated,
business development company we will be able to pursue a variety
of opportunities including the investment in developing companies.
Most importantly, to achieve our short- and long-term goals we
have the necessary financing in place."

In other developments, David Goldberg, currently President and CEO
of ChampionLyte Industries, Inc., (OTC Bulletin Board: CPLY) was
appointed to fill a vacancy on the Board of Directors of the
Company.  He joins Company Chairman and CEO Sternberg, as well as
recently appointed board member Craig Press.

The Company said it has also authorized a new capital structure
and has applied for a new stock symbol.

                      About the Company

C.E.C. Industries, Corp., is a Nevada Corporation which has
recently entered into a Memorandum of Proposed Terms to acquire
the majority of a company that provides a suite of cash-based
debit cards and stored value cards for ATM and debit "point of
sale" transactions.

At June 30, 2004, C.E.C. Industries Corp.'s balance sheet showed a
$477,977 stockholders' deficit, compared to an $831,034 deficit at
March 31, 2004.


CHAS COAL: Wants Until Sept. 30 to Make Lease-Related Decisions
---------------------------------------------------------------
Chas Coal, LLC, asks the U.S. Bankruptcy Court for the Eastern
District of Kentucky, London Division, for more time to decide
whether to assume, assume and assign, or reject its unexpired
nonresidential real property leases and executory contracts.

The Debtor reminds the Court that it has already filed motions to
reject two unexpired executory coal sales contracts, but remains a
party to several other executory contracts for vehicles and mining
equipment and unexpired nonresidential real property leases
involving its coal reserves.

Since filing for bankruptcy protection after ceasing its active
mining operations, Chas Coal has been involved in extensive
discussions with numerous third parties for the sale or lease of
its assets.   However, the Company is still waiting for the term
sheet that contains provisions allowing the Debtor to resume its
mining operations.  The provisions of this term sheet will require
that Debtor and the third party entity to review these
contemplated mining operations and the anticipated claims in order
to determine the level of DIP funding needed to assume them.

The Debtor tells the Court that an extension of the lease decision
deadline imposed under 11 U.S.C. Sec. 365(d)(4) through September
30, 2004, should provide enough time to complete an extensive
review and evaluation of the term sheet.

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


CINRAM INTERNATIONAL: Amends $1.175 Billion Credit Facilities
-------------------------------------------------------------
Cinram International Inc. (TSX: CRW) amended its $1.175 billion
credit facilities, originally established in connection with its
acquisition of the Time Warner businesses in 2003, to
significantly reduce borrowing costs.  As part of the refinancing,
the Company also negotiated more favorable debt covenants to
improve its financial flexibility.

"The financial markets continue to recognize Cinram's improving
credit quality.  These amendments reflect the benefits of our
deleveraging strategy and of improved financial performance," said
Cinram chief financial officer Lewis Ritchie.  "These amendments
also represent significant cost savings and will provide us with
greater financial flexibility going forward."

The interest rate on the outstanding principal amount of
$181 million on Cinram's $250 million term loan A facility has
been reduced to the London Interbank Offered Rate -- LIBOR -- plus
250 basis points, from LIBOR plus 300 basis points.

Cinram used $65 million in cash to repay part of the $635 million
outstanding principal amount under its $675 million term loan B
facility and part of the $98 million outstanding principal amount
under its $100 million term loan C facility.  The remaining
principal amounts outstanding under term loan facilities B and C
were paid out from a new $668 million term loan D facility that
bears an interest rate of LIBOR plus 300 basis points.  Prior to
the amendments, the term loan B facility had an interest rate of
LIBOR plus 375 basis points and the term loan C facility an
interest rate of LIBOR plus 575 basis points.

The maturity date for the term loan A facility remains 2007.  The
maturity date for the term loan D facility is 2009; the maturity
dates for term loan facilities B and C were 2009 and 2010,
respectively.

The terms of the $150 million revolving credit facility remain
unchanged.  At June 30, 2004, there were no borrowings under this
facility.

                          About Cinram

Cinram International, Inc. -- http://www.cinram.com/-- (S&P, BB
Corporate Credit Rating) is the world's largest independent
provider of pre-recorded multimedia products and logistics
services.  With facilities in North America and Europe, Cinram
manufactures and distributes pre-recorded DVDs, VHS video
cassettes, audio CDs, audio cassettes and CD-ROMs for motion
picture studios, music labels, publishers and computer software
companies around the world.  The Company's shares are listed on
the Toronto Stock Exchange (CRW) and are included in the S&P/ TSX
Composite Index.


CINRAM INT'L: S&P Affirms BB Long-Term Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' bank loan
rating and '4' recovery rating to Toronto, Ontario-based Cinram
International, Inc.'s US$668 million secured tranche D term loan
due 2009.  The loan is rated the same as the long-term corporate
credit rating.  The '4' recovery rating indicates a modest (25%-
50%) recovery of principal in the event of a default or
bankruptcy.  The bank loan rating is based on preliminary terms
and conditions and is subject to review once final documentation
is received.

At the same time, Standard & Poor's affirmed its 'BB' long-term
corporate credit rating on Cinram.  The company has about
US$953 million in total debt outstanding at June 30, 2004.  The
outlook is stable.

Proceeds from the new tranche D term loan were used to repay most
of Cinram's previous tranche B term loan and a portion of its
tranche C loan.  The balances remaining on the tranche B and C
loans were repaid with cash.

"The ratings on Cinram are based on the commodity-like nature of
the media replication industry, which is also subject to shifts in
technology and availability of hit new releases," said Standard &
Poor's credit analyst Lori Harris.  "Although hit new releases are
a significant revenue growth driver, the availability of
previously released titles in DVD format is also an important
component of the company's revenue base," Ms. Harris added.  The
ratings also reflect the risk of customer and product
concentration.  Partially offsetting these factors are Cinram's
long-term customer contracts, management's proven track record in
adapting to changing technologies and achieving solid operating
margins, and very good industry growth prospects in the medium
term.  Furthermore, the ratings reflect the successful integration
of certain assets of Time Warner, Inc., (BBB+/Negative/A-2)
acquired in 2003.

Cinram is now the world's largest independent manufacturer of
prerecorded multimedia products after more than doubling its
revenue base in 2003 through the acquisition of Time Warner's DVD
and CD manufacturing and distribution businesses, plus certain
related businesses in the U.S. and Europe.  Cinram's business base
continued to strengthen in first-quarter 2004 with the signing of
exclusive multiyear contracts with Metro-Goldwyn-Mayer Studios,
Inc., for DVD and VHS manufacturing and distribution in North
America and with EMI Music for CD and DVD manufacturing in the
U.S.

The stable outlook reflects Standard & Poor's expectation that
Cinram will maintain its strong key market positions and solid
credit measures.  Furthermore, we expect that Cinram's free cash
flow will turn positive in 2005 and allow for meaningful reduction
of debt.


CORNERSTONE PROPANE: Plan Confirmation Hearing on September 30
--------------------------------------------------------------
The Honorable Robert D. Drain put his stamp of approval on
Cornerstone Propane, L.P. and its debtor-affiliates' Disclosure
Statement explaining their Joint Reorganization Plan.  Judge Drain
found that the disclosure document contains "adequate information"
within the meaning of Section 1125 of the Bankruptcy Code and the
plan should be sent to creditors for a vote.

Judge Drain will convene a hearing at 10:00 a.m., on September 30,
2004, to review whether the Plan should be confirmed.  Any written
objections to confirmation of the Plan must be filed with the
Court on or before September 23, 2004, and copies must be served
on:

     (i) the Clerk of the Court,
         Southern District of New York
         Alexander Hamilton Customs House
         One Bowling Green
         New York, New York 10004

    (ii) attorneys for the Debtors,
         Matthew A. Cantor, Esq.
         Kirkland & Ellis LLP
         Citicorp Building
         153 East 53rd Street
         New York, NY 10022

   (iii) attorneys for the Committee,
         Fred S. Hodara, Esq.
         Akin Gump Strauss Hauer & Feld, LLP
         590 Madison Avenue
         New York, New York 10022

    (iv) the attorneys for the OLP Notes Committee
         Allan S. Brilliant, Esq.
         Milbank, Tweed, Hadley & McCloy LLP
         1 Chase Manhattan Plaza
         New York, New York 10005

     (v) the U.S. Trustee
         Pamela J Lustrin, Esq.
         Office of the U.S. Trustee
         33 Whitehall Street, 21st Floor
         New York, New York 10004

Headquartered in New York, New York, Cornerstone Propane Partners,
L.P. -- http://www.cornerstonepropane.com/-- is the nation's
sixth largest retail propane marketer, serving more than 440,000
retail propane customers in over 30 states.  The Company filed
for chapter 11 protection (Bankr. S.D.N.Y. Case No. 04-13856) on
June 3, 2004.  Matthew Allen Cantor, Esq., at Kirkland & Ellis
LLP, represents the Company in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it listed
$582,455,000 in assets and $692,470,000 in liabilities.


CORNERSTONE: Court Approves Plan Voting & Tabulation Procedures
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved Cornerstone Propane, L.P. and its debtor-affiliates'
Disclosure Statement explaining their Joint Reorganization Plan.
The Court found that the Debtors' Disclosure Statement contains
adequate information for creditors to make reasoned decisions to
accept or reject the Plan.  The Plan Confirmation hearing is on
September 30, 2004.

The Court also approved the Debtors' proposed notice, solicitation
and balloting procedures.  Solicitation Packages may be viewed at
http://www.kccllc.net/cornerstone

Creditors' ballots are due by 5:00 p.m., on September 23, 2004.
This period in which the Debtors may solicit votes to accept or
reject the Plan provides sufficient time for:

   (i) creditors to make informed decisions to accept or reject
       the Plan and submit timely Ballots to the Debtors' voting
       agent, Kurtzman Carson Consultants LLC, and

  (ii) brokers, banks, dealers or nominees for beneficial owners
       of the notes issued by the Debtors to distribute the
       Ballots for Beneficial Owners to complete and timely
       submit the Ballots to the Nominees and for the Nominees
       to complete and timely submit master ballots for
       tabulation.

To be counted, all Ballots and Master Ballots cast on behalf of
Beneficial Holders must be properly executed, completed and
delivered to Kurtzman Carson either by:

   a) first-class mail, in the return envelope provided with
      each Ballot,

   b) overnight courier, or

   c) personal delivery

and must be received on or before 5:00 p.m., on Sept. 23, 2004.

In tabulating the Ballots and Master Ballots, these procedures
will be followed:

   a. Ballots and Master Ballots received after the Voting
      Deadline will not be accepted or counted by the Debtors;

   b. beneficial Holders must vote all of their claims with
      respect to a particular issue of Notes either to accept or
      reject the Plan and may not split their votes with respect
      to a particular issue of Notes;

   c. any Ballot that partially rejects and partially accepts
      the Plan will not be counted as either an acceptance or
      rejection of the Plan;

   d. the method of delivery of the Ballots and Master Ballots
      to be sent to the Voting Agent is at the election of each
      claimholder and will be deemed made only when the original
      executed Ballot or Master Ballot is actually received by
      the Kurtzman Carson;

   e. delivery of a Ballot or Master Ballot by facsimile, e-mail
      or any other electronic means will not be accepted;

   f. Ballot or Master Ballot sent to the Debtors, any indenture
      trustee or the Debtors' financial or legal advisors will
      not be accepted;

   g. if multiple Ballots are received an individual holder of
      the same claim, the last Ballot timely received will be
      deemed to reflect the intent and to supercede and revoke
      any prior Ballot;

   h. if a Ballot is signed by a trustee, executor,
      administrator, guardian, attorney-in-fact, or other person
      acting in a fiduciary or representative capacity, that
      person will be required to indicate such capacity when
      signing;

   i. in their sole discretion, the Debtors may waive any defect
      in any Ballot or Master Ballot at any time, without
      notice, whether before or after the Voting Deadline;

   j. any holder of impaired claims who has delivered a valid
      Ballot voting on the Plan may withdraw their vote solely
      in accordance with Bankruptcy Rule 3018(a);

   k. the Debtors reserve the absolute right to reject any
      Ballots or Master Ballots not in proper form;

   l. if no votes to accept or reject the Plan are received with
      respect to a particular class, such class shall be deemed
      eliminated from the Plan for purposes of voting to accept
      or reject the Plan;

   m. unless waived by the Debtors, any defects or
      irregularities in connection with the deliveries of the
      Ballots or Master Ballots must be cured by the Voting
      Deadline, and delivery will not be deemed to have been
      made until such irregularities have been cured or waived;
      and

   n. neither the Debtors, nor any other person or entity, will
      be under any duty to provide notification of defects or
      irregularities with respect to deliveries of Ballots or
      Master Ballots.

Additional rules will apply to the tabulation of Master Ballots
and Ballots cast by Nominees and Beneficial Owners:

   a. Votes will be applied against the positions held by the
      entities in the applicable security as of the Record Date,
      as evidenced by the record and depository listings;

   b. the Debtors will attempt to reconcile discrepancies with
      the Nominees if there are conflicting votes or
      "overvotes;"

   c. to the extent that overvotes on a Master Ballot or
      "prevalidated" Ballot are not reconciled prior to the
      preparation of the vote certification, the Debtors will
      apply the votes to accept and to reject the Plan in the
      same proportion as the votes to accept and reject the Plan
      submitted on the Master Ballot or prevalidated Ballots
      that contained the overvote;

   d. for purposes of tabulating votes, each Nominee or
      Beneficial Owner will be deemed to have voted the
      principal amount of its Claim relating to the security;
      and

   e. a single Nominee may complete and deliver multiple Master
      Ballots.

Solely for purposes of voting to accept or reject the Plan each
claim within a class of claims entitled to vote to accept or
reject the Plan will be temporarily allowed in accordance with
these Tabulation Rules:

   a. the claim will be temporarily allowed for voting purposes
      in the amount set forth in the proof of claim if it is not
      listed on the Schedules and no objection to the claim has
      been filed;

   b. the claim will  be temporarily allowed for voting purposes
      in the amount of $1.00 if a claim by its terms,
      contingent, unliquidated, or disputed;

   c. the claim will be temporarily allowed for voting purposes
      in an amount equal to $1.00 if a claim is listed as
      contingent, unliquidated or disputed, either in the
      Schedules or in a proof of claim;

   d. the claim will be allowed for voting purposes in the
      deemed allowed amount set forth in the Plan;

   e. if the Debtors object to a claim prior to the Voting
      Deadline, the claim will be temporarily allowed for voting
      purposes in amount equal to the greater of $1.00 or the
      undisputed amount of such claim;

   f. if a claim is listed in the Schedules as being a non-
      priority claim or is not listed in the Schedules and a
      proof of claim is filed as a priority claim, the claim
      will be temporarily allowed for voting purposes as a non-
      priority claim in an amount that the claim would have been
      allowed;

   g. if a claim is listed in the Schedules as being an
      unsecured claim or is not listed in the Schedules and a
      proof of claim is filed as a secured claim, the claim will
      be temporarily allowed for voting purposes as an unsecured
      claim in an amount that such claim would have been
      allowed;

   h. the claim will be temporarily allowed in the amount that
      is estimated or allowed by the Court for voting purposes;

   i. if a claim relates to rejection damages under an executory
      contract or unexpired lease that has not been rejected, to
      the extent the claim is for rejection damages, the claim
      will be temporarily disallowed by the Court for voting
      purposes and, to the extent the claim is solely for
      rejection damages, the Ballot will not be counted as
      having voted for or against the Plan; and

   j. if a claim holder identifies a claim amount on its Ballot
      that is less than the amount otherwise calculated in
      accordance with the Tabulation Rules, the claim will be
      temporarily allowed for voting purposes in the lesser
      amount identified on the Ballot.

Headquartered in New York, New York, Cornerstone Propane Partners,
L.P. -- http://www.cornerstonepropane.com/-- is the nation's
sixth largest retail propane marketer, serving more than 440,000
retail propane customers in over 30 states.  The Company filed for
chapter 11 protection (Bankr. S.D.N.Y. Case No. 04-13856) on
June 3, 2004.  Matthew Allen Cantor, Esq., at Kirkland & Ellis
LLP, represents the Company in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it listed
$582,455,000 in assets and $692,470,000 in liabilities.


CSFB MORTGAGE: Moody's Puts Low-B Ratings on 4 Classes & Junks 2
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of five classes
and affirmed the ratings of fifteen classes Credit Suisse First
Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2001-CF2 as follows:

   -- Class A-1, $14,024,902, Fixed, affirmed at Aaa;
   -- Class A-2, $153,750,000, Fixed, affirmed at Aaa;
   -- Class A-3, $129,750,000, Fixed, affirmed at Aaa;
   -- Class A-4, $523,158,000, Fixed, affirmed at Aaa;
   -- Class A-X, Notional, affirmed at Aaa;
   -- Class A-CP, Notional, affirmed at Aaa;
   -- Class B, $43,796,000, Fixed, affirmed at Aa2;
   -- Class C, $49,271,000, Fixed, affirmed at A2;
   -- Class D, $10,949,000, Fixed, affirmed at A3;
   -- Class E, $16,423,000, Fixed, affirmed at Baa1;
   -- Class F, $18,887,000, Fixed, affirmed at Baa2;
   -- Class G, $13,960,000, Fixed, affirmed at Baa3;
   -- Class H, $16,423,000, Fixed, affirmed at Ba1;
   -- Class J, $21,898,000, Fixed, downgraded to Ba3 from Ba2;
   -- Class K, $8,211,000, Fixed, downgraded to B1 from Ba3;
   -- Class L, $9,306,000, Fixed, downgraded to B2 from B1;
   -- Class M, $9,854,000, Fixed, downgraded to Caa1 from B2;
   -- Class N, $5,474,000, Fixed, downgraded to Caa2 from B3;
   -- Class NM-1, $14,760,000, WAC, affirmed at A2;
   -- Class MN-2, $17,050,000, WAC, affirmed at Baa2.

As of the August 17, 2004 distribution date, the transaction's
aggregate balance has decreased by approximately 3.7% to
$1.1 billion from $1.2 billion at securitization.  The
Certificates are collateralized by 166 mortgage loans secured by
commercial and multifamily properties.

The pool includes three shadow rated investment grade loans,
representing 18.8% of the pool, and a conduit component
representing 81.2% of the pool.  The loan exposures range in size
from less than 1.0% of the pool to 8.2% of the pool, with the top
10 loan exposures representing 42.8% of the pool.  Two loans
representing 4.2% of the pool have defeased and are secured by
U.S. Government securities.  Three loans have been liquidated from
the pool, resulting in aggregate realized losses of approximately
$8.1 million.

Nine loans representing 1.8% of the pool are in special servicing.
Moody's has projected aggregate losses of approximately
$5.1 million for all of the specially serviced loans.

Moody's was provided with full-year 2003 operating results for
approximately 96.0% of the performing loans in the pool.  Moody's
loan to value ratio -- LTV -- for the conduit component is 88.0%,
compared to 82.9% at securitization.  The downgrade of Classes J,
K, L, M, and N is due to realized losses, anticipated losses on
the specially serviced loans and LTV dispersion.  Based on Moody's
analysis, 16.6% of the pool has a LTV greater than 100.0%,
compared to 0.0% at securitization.

The largest shadow rated loan is the 730 North Michigan Loan,
which consists of a pooled senior interest ($86.2 million - 8.2%)
and a non-pooled subordinate interest ($31.8 million), which
supports Classes NM-1 and NM-2.  The total loan is $118.0 million.
The loan is secured by a 202,000 square foot retail center located
along the "Magnificent Mile" in Chicago, Illinois.  Major tenants
include:

   (1) CompUSA;

   (2) Polo/Ralph Lauren (Moody's senior unsecured rating
       Baa2);

   (3) American Girl Place (an affiliate of Mattel, Inc.; Moody's
       senior unsecured rating Baa2); and

   (4) Banana Republic (an affiliate of The Gap, Inc; Moody's
       senior unsecured rating Ba2).

The property has been 100.0% occupied since securitization and is
performing in line with Moody's expectations.  Moody's current
shadow rating is Baa2, the same as at securitization.

The second shadow rated loan is the Two Rodeo Drive Loan
($75.0 million - 7.1%), which is secured by a 130,000 square foot
specialty shopping center located in Beverly Hills, California.
Major tenants include Tiffany & Co., Gianni Versace, and McCormick
& Schmicks.

The property's occupancy declined in 2002 and as of June 2004 the
property's occupancy was approximately 80.0%, compared to 100.0%
at securitization.  Ownership has embarked on a major upgrade and
marketing program and has recently executed several renewal and
new leases at rental levels higher than at securitization.  In
spite of the drop in occupancy, tenant sales for 2003 increased
18.0% over 2002.  Moody's current shadow rating is A2, the same as
at securitization.

The third shadow rated loan is the Glendale Center Loan
($36.5 million - 3.5%) which defeased and is secured by U.S.
Government securities.

The top three conduit loans represent 13.4% of the outstanding
pool balance.  The largest loan is the First Union Building Loan
($51.6 million - 4.9%), which is secured by a commercial
condominium unit consisting of 627,000 square feet in two adjacent
office buildings located in the CBD of Philadelphia, Pennsylvania.
The property's occupancy has been stable since securitization at
approximately 95.0%.

The largest tenant is First Union National Bank (merged with
Wachovia Bank, N.A.; Moody's senior unsecured rating Aa2), which
occupies approximately 72.0% of the property on a lease that
expires in July 2010.  Moody's LTV is 79.4%, compared to 85.1% at
securitization.

The second largest conduit loan is the 8000 Marina Boulevard
Office Building Loan ($45.6 million - 4.3%), which is secured by a
194,000 square foot Class-A office building located approximately
8 miles south of San Francisco, California.  The property's
performance has been impacted by lease expirations and weak market
conditions.  At securitization the property was 100.0% occupied
with average in-place rents of approximately $49.00 per square
foot.  Currently the property is 85.0% occupied and market rents
are estimated at $25.00 per square foot. Moody's LTV is in excess
of 100.0%, compared to 86.2% at securitization.

The third largest conduit loan is the CNN Building Loan
($44.7 million - 4.2%), which is secured by a 292,000 square foot
office building located in Washington, D.C.  The property has
maintained 100.0% occupancy since securitization.  The building
serves as the regional headquarters of the CNN cable network
(parent company Time Warner Inc.; Moody's senior unsecured rating
Baa1), which occupies approximately 29.0% on a lease that expires
in December 2010.  Moody's LTV is 75.8%, compared to 81.9% at
securitization.

The pool's collateral is a mix of:

   * office (36.3%),
   * retail (34.4%),
   * multifamily (14.9%),
   * U.S. Government securities (4.2%),
   * industrial (3.8%),
   * hotel (3.6%),
   * mixed use (1.1%),
   * CTL (1.0%), and
   * healthcare (0.7%).

The collateral properties are located in 36 states and Washington,
D.C.  The highest state concentrations are:

   * California (19.0%),
   * Illinois (14.7%),
   * Pennsylvania (7.7%),
   * New York (7.4%), and
   * Florida (5.9%).

All of the loans are fixed rate.


CSFB MORTGAGE: Fitch Puts Low-B Ratings on Five Cert. Classes
-------------------------------------------------------------
Credit Suisse First Boston Mortgage Securities Corp.'s commercial
mortgage pass-through certificates, series 2004-C3, are rated by
Fitch Ratings as follows:

   -- $10,000,000 class A-1 'AAA';
   -- $62,126,000 class A-2 'AAA';
   -- $209,402,000 class A-3 'AAA';
   -- $102,918,000 class A-4 'AAA';
   -- $694,474,000 class A-5 'AAA';
   -- $338,144,000 class A-1-A 'AAA';
   -- $1,639,437,484 class A-X* 'AAA';
   -- $1,509,166,000 class A-SP* 'AAA';
   -- $45,084,000 class B 'AA';
   -- $14,345,000 class C 'AA-';
   -- $28,690,000 class D 'A';
   -- $16,395,000 class E 'A-';
   -- $20,493,000 class F 'BBB+';
   -- $16,394,000 class G 'BBB';
   -- $22,542,000 class H 'BBB-';
   -- $8,198,000 class J 'BB+';
   -- $6,147,000 class K 'BB';
   -- $8,198,000 class L 'BB-';
   -- $6,148,000 class M 'B+';
   -- $6,147,000 class N 'NR';
   -- $2,050,000 class O 'B-';
   -- $22,542,484 class P 'NR'.

      * Notional Amount and Interest Only

Class N and class P are not rated by Fitch Ratings.  Classes A-1,
A-2, A-3, A-4, A-5, A-1-A, B, C, and D, are offered publicly,
while classes A-X, A-SP, E, F, G, H, J, K, L, M, N, O, and P are
privately placed pursuant to rule 144A of the Securities Act of
1933.  The certificates represent beneficial ownership interest in
the trust, primary assets of which are 174 fixed-rate loans having
an aggregate principal balance of approximately $1,639,437,484, as
of the cutoff date.

For a detailed description of Fitch's rating analysis, see the
report titled 'Credit Suisse First Boston Mortgage Securities
Corp., Series 2004-C3', dated Aug. 5, 2004 available on the Fitch
Ratings web site at http://www.fitchratings.com/


DELAWARE RIBBON: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Delaware Ribbon Manufacturers, Inc.
        2531 North Trenton Avenue
        Philadelphia, Pennsylvania 19125

Bankruptcy Case No.: 04-31556

Type of Business: The company manufactures gift ribbons and bows.
Chapter 11 Petition Date: August 25, 2004

Court: Eastern District of Pennsylvania (Philadelphia)

Judge: Bruce I. Fox

Debtor's Counsel: Aris J. Karalis, Esq.
                  Maureen P. Steady, Esq.
                  Ciardi, Maschmeyer & Karalis, P.C.
                  1900 Spruce Street
                  Philadelphia, Pennsylvania 19103
                  Tel: (215) 546-4500

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                               Claim Amount
------                               ------------
Flagship Converters, Inc.                $213,616

Diversified Flock Products, Inc.         $188,359

Bedford Weaving, Inc.                    $108,785

Amspak                                   $137,308

Vision Focus Enterprise Co., Ltd.         $86,794

Milliken & Company                        $85,417

Yong Li Decorations                       $67,296

Acme Corrugated Box Co., Inc.             $53,698

Norman Well Textiles, Inc.                $52,958

Ruain Chungiu Arts & Gifts                $48,228

Sun Brite Dye Company                     $43,000

Mao Jain Textile                          $42,758

Topocean Consolidation Service            $42,234

Crown Roll Leaf, Inc.                     $38,732

Crystal Textile                           $31,379

Keystone Health Plan East                 $26,387

Indiana Ribbon, Inc.                      $19,842

Coral Dyeing & Finishing Corp.            $17,398

Nova Label Co., Inc.                      $15,234

Ivy Graphics, Inc.                        $12,623


DENALI CAPITAL: S&P Puts BB Rating on $8 Million Class D Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to Denali
Capital CLO IV Ltd./Denali Capital CLO IV (Delaware) LLC's
$368 million notes.

Denali Capital CLO IV Ltd./Denali Capital CLO IV (Delaware) LLC is
a CLO backed primarily by loans.

The ratings are based on:

   -- Adequate credit support provided in the form of
      subordination and excess spread;

   -- Characteristics of the underlying collateral pool,
      consisting primarily of larger syndicated and middle market
      loans;

   -- Scenario default rates of 30.93% for the class A notes,
      23.89% for the class B notes, 20.30% for the class C notes
      and 14.98% for the class D notes; and break-even loss rates
      (all calculated assuming a 2.65% weighted average spread on
      collateral) of 38.30% for the class A notes, 32.80% for the
      class B notes, 25.50% for the class C notes, and 23.11% for
      the class D notes;

   -- Weighted average rating of 'BB-' for the portfolio;

   -- Weighted average maturity for the portfolio of 5.47 years;

   -- S&P default measure (DM) of 2.67%;

   -- S&P variability measure (VM) of 1.68%;

   -- S&P correlation measure (CM) of 1.40; and

   -- Rated overcollateralization -- ROC --  of 110.09% for
      class A notes, 107.07% for class B notes, 102.48% for
      class C notes, and 103.25% for class D notes.

Interest on the class B, C, and D notes may be deferred up until
the legal final maturity of August 2016 without causing a default
under these obligations.  The ratings on the notes, therefore,
address the ultimate payment of interest and principal.

                        Ratings Assigned
Denali Capital CLO IV Ltd./Denali Capital CLO IV (Delaware) LLC

       Class          Rating                      Amount
       -----          ------                      ------
       A              AAA                   $312,000,000
       B              A                       26,000,000
       C              BBB                     22,000,000
       D              BB                       8,000,000


DLJ MORTGAGE: S&P Raises Class B-4 Cert. Rating a Notch to B+
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on five
classes of DLJ Mortgage Acceptance Corp.'s commercial mortgage
pass-through certificates from series 1996-CF1.

The raised ratings reflect significant principal paydown and the
stable performance of the seasoned pool, as well as credit
enhancement levels that provide adequate support through various
stress scenarios.

As of the Aug. 12, 2004 remittance report, the collateral pool
consisted of 28 loans with an aggregate principal balance of
$132.6 million, down significantly from 93 loans totaling
$470.1 million at issuance.  The master servicer, GMAC Commercial
Mortgage Corp., provided Dec. 31, 2003 net cash flow -- NCF --
debt service coverage -- DSC -- figures for 100% of the pool.
Based on this information, Standard & Poor's calculated a weighted
average DSC of 1.28x, down slightly from 1.36x at issuance.  To
date, the trust has experienced three losses (totaling
$5.5 million) and all of the loans in the pool are current, with
the exception of one loan (10.9 million, 8%), which is more than
90 days delinquent and is discussed below.

The top 10 loans have an aggregate outstanding balance of
$95.5 million (72%).  The weighted average DSC for the top 10
loans has decreased to 1.26x from 1.34x at issuance.  The
decreased DSC occurred because of the decline in performance of
the third-, fourth-, and fifth-largest loans, which are discussed
below and are either with the special servicer, Lennar Partners,
Inc., or on GMAC Commercial's watchlist.  Standard & Poor's
reviewed property inspections provided by GMAC Commercial for all
of the assets underlying the top 10 loans and all were
characterized as "excellent" or "good."

According to Lennar, there is only one specially serviced loan
($10.9 million, 8%), the aforementioned delinquent loan.  It is
the third-largest loan in the pool and is secured by a 409-room
Holiday Inn in Irving, Texas, which was built in 1973 and
renovated in 1980.  The hotel has not been able to recover from
the weak regional economy or the decline in business travelers and
has been hurt by increased competition in the Dallas - Fort Worth
Airport South submarket.  For the 12 months ending
Dec. 31, 2003, DSC and occupancy were 0.12x and 54%, respectively.
Lennar is pursuing foreclosure.  An appraisal reduction amount of
$6.2 million is in effect based on a $6 million appraisal of the
hotel dated May 7, 2004.

GMAC Commercial's watchlist consists of 12 loans with an aggregate
outstanding balance of $40.7 million (31%).  The Madison Hotel in
Morristown, New Jersey is the fourth-largest loan with a scheduled
balance of $9.5 million (7%).  Due to the loss of seminar groups
to competitive properties, the borrower is renovating the hotel
securing the loan to offer updated technology and convert some
rooms into conference space.  For the 12 months ending
Dec. 31, 2003, DSC and occupancy were 0.06x and 60%, respectively.

The fifth-largest loan ($8.9 million, 7%) is secured by a
leasehold interest in 235,692 sq. ft. retail asset located in
Greenville, South Carolina.  The loan was placed on the watchlist
after Service Merchandise (50,000 sq. ft.) vacated its space in
2002.  While the borrower is negotiating a lease for the space,
the DSC and occupancy for the three months ending
March 31, 2004 were 0.87x and 70%, respectively.

In addition to the previously discussed loans, three loans
totaling $6.7 million (5%) are on the watchlist and are secured by
retail assets formerly occupied by Eagle Food Centers Inc., which
filed for bankruptcy and vacated each asset.  While one property
was able to release the space vacated by Eagle Food Centers Inc.,
the remaining two locations remain dark.

The trust collateral is located across 13 states with Michigan
(19%), Texas (18%), and California (14%) accounting for more than
10% of the pool balance.  Property concentrations greater than 10%
of the pool balance are found in retail (37%), office (21%),
lodging (18%), and multifamily (14%) property types.

Standard & Poor's stressed various loans with credit issues as
part of its pool analysis.  The resultant credit enhancement
levels support the raised ratings.

                         Ratings Raised

                 DLJ Mortgage Acceptance Corp.
      Commercial mortgage pass-thru certs series 1996-CF1

                    Rating
          Class   To      From     Credit Enhancement
          -----   --      ----     ------------------
          A-3     AAA     AA+                  80.92%
          B-1     AAA     A                    57.91%
          B-2     AAA     BBB+                 50.82%
          B-3     AA      BB                   27.74%
          B-4     B+      B                    10.92%


DONINI INC: Inks Food Brokerage Agreement with Premier Marketing
----------------------------------------------------------------
Donini, Inc., (OTCBB: DNNI) entered into a brokerage and sales
agreement with Premier Marketing International, Ltd.

The agreement calls for Premier Marketing to serve as exclusive
broker and sales representative for the Company's frozen pizza
products.  The territory will initially include Eastern Canada and
will expand to Western Canada when sales targets are met.

Peter Deros, President and CEO of the company, stated "We are
gratified that an organization as strong as Premier Marketing has
agreed to partner with Donini on the distribution of its frozen
pizza line."

"We are excited about the opportunity to work with Donini on these
products," noted Andre Lepine, President and founder of Premier
Marketing.  "It is our belief that the quality of these products,
coupled with Donini's current food service brand equity, will
translate into a significant share of a major retail frozen food
category.  Consumers will quickly embrace and identify the Donini
Brand as a "restaurant quality" frozen pizza."

"We anticipate great successes from our partnership with Premier
Marketing," Mr. Deros added. "The minimum sales anticipated per
this agreement are 1,500,000 units next calendar year and
3,000,000 units in the following year.  This will result in
substantive revenues to Donini and secure our position as a high-
quality producer of branded pizza products."

                     About Premier Marketing

Established since 2001 Premier Marketing International Ltd. has
quickly built a strong reputation as an effective and professional
Brokerage organization.  The company's senior management team with
its 50 plus years of combined experience offers a unique blend of
strategic planning and focused sales development efforts.  The
carefully selected and limited number of Principals provide a well
balanced portfolio of quality products which enables the company
to make an effective use of resources and manage effort
priorities.  The Company's acquisition last year of a larger
Montreal based food brokerage company further enhances PMI's
coverage and ability to deliver as a value added brokerage
organization.

                       About the Company

With its headquarters in Montreal, Quebec, Donini, Inc. is
incorporated in the State of New Jersey and, through its wholly-
owned subsidiary Pizza Donini Inc. and its subsidiaries, Pizado
Foods (2001) Inc., Pizza Donini.Com Inc. and Doninico Inc., is the
franchisor, manufacturer and distributor of frozen ready-made
pizza, frozen and refrigerated sauces and pizza dough to
franchise, retail and wholesale customers, and the operator of a
call center for home delivery of pizza and other food products and
operate company owned restaurants.  The Company's franchise
outlets in Quebec, Canada operate under the trade name "Pizza
Donini", which name is also primarily used for the distribution of
the Company's frozen pizza to the food service industry.  Donini's
February 29, 2004, balance sheet shows the company's liabilities
exceed its assets by $1,030,904.


DORADO MARINE INC: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Dorado Marine, Inc.
        P.O. Box 427
        Ozona, Florida 34660

Bankruptcy Case No.: 04-16765

Type of Business: The Debtor provides fishing and commercial
                  boats.  See http://www.doradomarine.com/

Chapter 11 Petition Date: August 24, 2004

Court: Middle District of Florida (Tampa)

Judge: Alexander L. Paskay

Debtor's Counsel: David W. Steen, Esq.
                  David W. Steen, P.A.
                  602 South Boulevard
                  Tampa, FL 33606-2630
                  Tel: 813-251-3000

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


DP8 LLC: Signs-Up Schian Walker as Bankruptcy Attorneys
-------------------------------------------------------
DP8, LLC asks the U.S. Bankruptcy Court for the District of
Arizona for authority to employ Schian Walker, PLC as its
bankruptcy counsel.

Schian Walker will:

    a) give the Debtor legal advice with respect to its
       reorganization;

    b) represent the Debtor in connection with the negotiations
       involving secured and unsecured creditors;

    c) represent the Debtor at the meeting of creditors,
       confirmation hearing and other hearings set by the Court
       in the Debtor's bankruptcy case; and

    d) prepare necessary applications, motions, answers, orders,
       reports or other legal papers necessary to assist in the
       Debtor's reorganization.

The attorneys and paraprofessionals presently designated to
represent the Debtor in this case and their current standard
hourly rates are:

       Professional     Designation      Rates
       ------------     -----------      -----
       Dale C. Schian     Member         $300
       Mark C. Hudson     Associate       215
       Lisa B. Querard    Associate       150
       Debbi Stephens     Paralegal       115

Mr. Schian assures the Court that his firm is "disinterested"
within the meaning of Section 101(14) of the Bankruptcy Code.

Headquartered in Mesa, Arizona, DP8 LLC, a real estate developer,
filed for chapter 11 protection on July 30, 2004 (Bankr. Ariz.
Case No. 04-13428).  Dale C. Schian, Esq., at Schian Walker PLC
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection, it listed $13,626,000 in total assets
and $3,663,678 in total debts.


ELITE MODEL: Sells Substantially All Assets to Creative World
-------------------------------------------------------------
Alan M. Jacobs, Chairman of the Board and Chief Restructuring
Officer of Elite Model Management Corporation (Elite New York),
the famous agency that created "supermodels" in the 1980s and
1990s, sold substantially all of its assets to Creative World
Management LLC, pursuant to a binding purchase agreement approved
by the Bankruptcy Court for the Southern District of New York on
August 24, 2004.

Creative is an entity owned by the Trump Group, a New York and
Florida-based investment company, controlled by Eddie and Jules
Trump (no relation to Donald Trump).  Mr. Jacobs is President of
AMJ Advisors LLC, a financial, restructuring and bankruptcy
services advisory firm.

Carl Marks Capital Advisors LLC served as financial advisor and
Kramer, Levin, Naftalis & Frankel LLP was counsel to Elite New
York.  John Casablancas opened the Elite Agency in Paris in 1972
and Elite New York in 1974.

Eddie and Jules Trump outbid ID Models boss Paolo Zampolli and
financier Jeffrey Epstein to bag the company, according to the New
York Post.  The sale does not affect the parent company in
Switzerland, a report at Vogue.com relates.

The agency created the supermodel category and has worked with
supermodels such as Cindy Crawford, Claudia Schiffer, Naomi
Campbell and Nastassja Kinski.  A number of Hollywood stars such
as Brooke Shields, Demi Moore and Cameron Diaz, also started their
careers at Elite, and Lauren Bush, President George W. Bush's
niece, and former supermodel Paulina Porizkova remain on its
roster.

Headquartered in New York, New York, Elite Model Management New
York -- http://www.elitemodel.com/-- is a modeling agent with
more than 750 fashion models working at about 30 agencies in
cities such as Los Angeles, Milan, New York, and Paris.  It
operates an international network of fashion agencies, a worldwide
model search, product licensing operations and a fashion model
showcase.  The Company filed for chapter 11 protection on (Bankr.
S.D.N.Y. Case No. 04-10845) on February 11, 2004, to gain relief
from a number of pending lawsuits.  Robert T. Schmidt, Esq., at
Kramer, Levin, Naftalis & Frankel, LLP, represents the Debtor in
its restructuring efforts.  Assistant Secretary and General
Counsel Edward R. Curtin told the Bankruptcy Court that as of
December 31, 2003, the Company's books and records reflected
assets totaling approximately $4.5 million and liabilities
totaling approximately $7 million.


FEDERAL-MOGUL: Plan Proposes to Compromise T&N Pension Obligations
------------------------------------------------------------------
Federal-Mogul's Plan of Reorganization provides that the U.K.
Debtors' obligations under the T&N Retirement Benefits Scheme
(1989) will be compromised.  The payments under the T&N Pension
Scheme are projected to be reduced to a percentage of the total
claim related to the Scheme.  The independent pension plan trustee
has not yet accepted the proposed compromise of the T&N Pension
Scheme stated in the Plan, and negotiations continue over the
terms of a compromise that might be acceptable.  If a compromise
cannot be reached, the Plan provides that all obligations under
the T&N Pension Scheme will be treated as unsecured claims against
the applicable U.K. Debtors that are liable for the pension plan
obligations.  The claims will be paid at a reduced level in
accordance with the terms of the Plan for payment of unsecured
claims and in accordance with U.K. pension regulations.

In a recent Form 10-Q filing with the Securities and Exchange
Commission, Federal-Mogul Corporation's Executive Vice President
and Chief Financial Officer, G. Michael Lynch, relates that the
U.K. Administrators took the unilateral action of withdrawing
certain of the U.K. Debtors from participating in the T&N Pension
Scheme in mid-July 2004.  The U.K. Administrators indicated that
the action was taken to:

   -- preserve the contributions made by current employees of
      certain U.K. Debtors into the T&N Pension Scheme; and

   -- protect the other creditors of the U.K. Debtors in the
      event the independent pension plan trustee rejects the
      treatment afforded the T&N Pension Scheme in the Plan.

Federal-Mogul anticipates that industrial actions could take place
in the near term at one or more of its U.K. facilities as a result
of:

   -- the negotiations involving the future of the T&N Pension
      Scheme; and

   -- the possibility that certain Scheme participants will
      receive a reduced pension benefit when the U.K. Debtors'
      emerge from Administration.

Federal-Mogul is working diligently to avoid the industrial
actions and is simultaneously establishing contingency plans to
mitigate the effect of the industrial actions on its UK operations
should the actions occur.

          Meeting Held to Resolve Pension Scheme Issues

Federal-Mogul Corporation (OTC Bulletin Board: FDMLQ) hosted a
meeting among representatives of its U.K. workforce, the Creditors
Committee, the Company, the U.K. Administrators, the Trustee of
the T&N Pension Scheme and Carl Icahn with the goal of resolving
the remaining Pension Scheme issues.

The Company believes that much progress was made toward airing the
open issues and, with the assistance of Mr. Icahn, attempting to
find solutions that would be satisfactory to all parties.

Mr. Icahn stated that, "We presented a proposal that we believe
will save jobs of Federal-Mogul's U.K. workforce and avoid a wind-
up of the Pension Scheme."

*** Forbes Magazine ranks Carl Celian Icahn, 68, as one of the
*** world's richest people, with a $5.8 billion net worth.
*** Mr. Icahn reportedly owns nearly $1 billion of Federal-Mogul
*** bonds.

                    U.K. Unions Not Satisfied

Joint unions representing Turner and Newall employees and
pensioners in the U.K. said they are disappointed that US bond
holders for Federal-Mogul have not improved on their offer of
$130 million at the pensions crisis meeting held in New York this
week.

Alexander Forbes, the independent trustee for the UK Turner and
Newall pension scheme, is now considering if the offer made by the
major US Federal-Mogul shareholders is workable.

The unions have meetings planned with all the interested parties
in the coming week and have appealed to members not to take any
precipitative action until the outcome of those discussions is
known.

The UK trade union representatives brokered a meeting between
Federal-Mogul's major US bond holder, Carl Icahn, the UK
independent trustee and the UK administrator, Kroll in New York
earlier this week in an attempt to find a formula to bail out of
the scheme.

Previously Federal Mogul had offered to pay an additional
GBP65 million on top of their annual pension contributions of
GBP7million but the independent trustee had turned it down, saying
that minimum annual contributions of GBP29 million were needed on
top of their existing contribution rate of 11.4% for the next 8
years.

Up to 20,000 deferred pensioners could face losses of up to 70% of
their pensions and 20,000 existing pensioners will not get
inflation-linked rises if the pension scheme is wound up.

The UK pension scheme faces a GBP300 million shortfall although
wind up will cost GBP875 million and could result in the company's
full wind up.

Turner and Newall are owned by US parent company Federal-Mogul
which has been in Chapter 11 voluntary administration under law
since 1998.  The company is preparing to come out of
administration later this year.

Turner and Newall have 11 plants across the UK, employing 4,000
people.  A further 36,000 people are either deferred or active
pensioners.

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


FIRST VIRTUAL: Common Stock Begins Trading on Pink Sheets
---------------------------------------------------------
First Virtual Communications, Inc.'s (Pink Sheets: FVCC) common
stock is now quoted for trading on the Pink Sheets(R) under the
symbol FVCC.

The Pink Sheets is a centralized quotation service that collects
and publishes market-maker quotes for over-the-counter securities
in real time.  The Pink Sheets is neither a Securities and
Exchange Commission-registered stock exchange nor a NASD broker-
dealer.  Additional information regarding the Pink Sheets is
available at http://www.pinksheets.com/

As reported in the Troubled Company Reporter on May 21, 2004,
First Virtual Communications received a letter from Nasdaq on
May 18, 2004 noting the failure of the Company to file its
Quarterly Report on Form 10-Q for the period ended March 31, 2004
by the filing deadline of May 17, 2004, a violation of Marketplace
Rule 4310(c)(14).  As a result, the Company's securities are
subject to delisting from The Nasdaq SmallCap Market and, at May
20, 2004, the Company's trading symbol was changed from "FVCX" to
"FVCXE".

The Company has requested a hearing before a listing
qualifications panel to review this determination by Nasdaq Staff.
Any delisting action will be stayed pending the panel's decision.
While there can be no assurance that the panel will grant the
Company's request for continued listing, the Company's management
is actively working to maintain the listing.

On April 30, 2004, the Company announced that the Audit Committee
of its Board of Directors had engaged independent counsel to
conduct an investigation after the Company became aware of several
irregular sales transactions involving its sales operations in
China.  The Company will not file its Quarterly Report until its
auditors have completed their review for the three months ended
March 31, 2004.  That review will not be finished until the
ongoing investigation is completed.

                About First Virtual Communications

First Virtual Communications is a premier provider of
infrastructure and solutions for real time rich media
communications.  Headquartered in Redwood City, California, the
Company also has operations in Europe and Asia.  More information
about the company can be found at http://www.fvc.com/

                         *     *     *

                  Liquidity and Capital Resources

In its Form 10-K for the fiscal year ended December 31, 2003,
First Virtual Communications reports:

"Since inception, the Company has financed its operations
primarily through private and public placements of equity
securities, revenue from sales of the Company's products and
services and to a lesser extent through certain credit facilities.
As of December 31, 2003, the Company had cash, cash equivalents
and short-term investments of $12.2 million and working capital of
$5.0 million.

"Management believes that the Company's existing cash and
investments, together with the funds provided pursuant to its
credit facility with its bank are adequate to fund the Company's
operations through the first quarter of 2005.  However, the
Company's cash requirements depend on several factors, including
the rate of market acceptance of its products and services, the
ability to expand and retain its customer base and other factors.
If the Company fails to achieve its planned revenue or expense
targets, management believes that it has the plans, intent and
ability to curtail capital and operating spending to ensure that
cash and investments will be sufficient to meet the Company's cash
requirements through March 31, 2005.

"In order to aggressively pursue business opportunities, the
Company expects to seek equity investments from existing or
potential strategic partners in the future.  Should the Company
sell additional equity, the sale may result in dilution to the
Company's current stockholders.  The Company also expects to seek
additional capital from the public and/or private equity markets
that may result in dilution of the Company's current stockholders.
There can be no assurance that any financing will be available at
acceptable terms or at all."


FLEMING COS: Continental Holds $91K Admin & $753K Unsecured Claims
------------------------------------------------------------------
On September 8, 2003, Continental 19 Fund Ltd. Partnership filed
Claim No. 8988 for $346,232 on account of alleged outstanding
rents and lease rejection damage claims in the chapter 11 cases of
Fleming Companies, Inc., and its debtor-affiliates and.  Also,
Continental XI Fund Ltd. Partnership filed Claim No. 8987 for
$390,439 on account of alleged outstanding rents and lease
rejection damages.

On January 15, 2004, Continental 19 amended its claim with Claim
No. 17665 for $370,409.  Claim No. 17665 is an administrative
claim for outstanding rents and lease rejection damages.  In the
same manner, Continental XI amended Claim No. 8987 with Claim No.
17664 for $474,229.

The Debtors objected to Claim Nos. 8988 and 8987.  Continental
contacted the Debtors to alert them that Claim Nos. 8988 and 8987
have both been amended.

To resolve the Claims Objection, the parties agree that:

    (a) Claim Nos. 8988 and 8987 will be disallowed in their
        entirety;

    (b) Claim No. 17665 will be classified and treated as:

        -- Continental 19 will have an allowed administrative
           claim for $27,290; and

        -- Continental 19 will have an allowed unsecured claim
           for $343,119; and

    (c) Claim No. 17664 will be reclassified and treated as:

        -- Continental XI will have an allowed administrative
           claim for $38,670, which will be treated and satisfied
           in accordance with the Plan;

        -- Continental XI will have an additional allowed
           administrative claim for $25,288, which will be paid
           immediately; and

        -- Continental XI will have an allowed unsecured claim
           for $410,142.

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.

The Debtors emerged from Chapter 11 on August 23, 2004 and is not
known as Core-Mark Holding Company, Inc. (Fleming Bankruptcy News,
Issue No. 42; Bankruptcy Creditors' Service, Inc., 215/945-7000)


FLINTKOTE MINES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Flintkote Mines Limited
        aka Mines Flintkote Limited
        Three Embarcadero Center, Suite 1190
        San Francisco, California 94111-4047

Bankruptcy Case No.: 04-12440

Type of Business: The Debtor is a subsidiary of Flintkote
                  Company and is engaged in the mining of
                  base-precious metal.

Chapter 11 Petition Date: August 25, 2004

Court: District of Delaware (Delaware)

Judge: Judith K. Fitzgerald

Debtor's Counsel: James E. O'Neill, Esq.
                  Laura Davis Jones, Esq.
                  Pachulski, Stang, Ziehl, Young & Jones
                  919 North Market Street, 16th Floor
                  PO Box 8705
                  Wilmington, Delaware 19899-8705
                  Tel: 302-652-4100
                  Fax: 302-652-4400

Estimated Assets: $1 Million to $50 Million

Estimated Debts: More than $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Randy Bono, Esq.              Asbestos Personal      $26,270,650
The Simmons Firm, LLC         Injury
707 Birkshire Boulevard
PO Box 521
East Alton, Illinois 62024

Charles A. Waters, Esq.       Asbestos Personal      $13,771,500
Waters & Krauss               Injury
3219 McKinney Avenue
Suite 3000
Dallas, Texas 75204

Pam Wise, Esq.                Asbestos Personal       $7,977,500
Wise & Julian                 Injury
3555 College Avenue
PO Box 1108
Alton, Illinois 62002

David M. McClain, Esq.        Asbestos Personal       $4,500,000
Kazan & McClain               Injury
171 Twelfth Street
3rd Floor
Oakland, California 94607

Mike Kaeske, Esq.             Asbestos Personal       $3,668,500
Kaeske Reeves LLP             Injury
6301 Gaston Avenue
Suite 735
Dallas, Texas 75214

R. Dean Hartley, Esq.         Asbestos Personal       $3,514,500
Hartley & O'Brien             Injury
827 Main Street
Wheeling, West Virginia 26003

Russel W. Budd, Esq.          Asbestos Personal       $2,930,400
Baron & Budd                  Injury
3102 Oak Lawn Avenue
Suite 1100
Dallas, Texas 75219-4281

Glen W. Morgan, Esq.          Asbestos Personal       $2,880,000
Reaud, Morgan & Quinn         Injury
801 Laurel
Beaumont, Texas 77701

Scott M. Hendler              Asbestos Personal       $2,735,800
Hendler Law Firm              Injury
816 Congress Avenue
Suite 1230
Austin, Texas 78701

James W. Bedortha, Esq.       Asbestos Personal       $2,490,650
Goldberg, Persky,             Injury
Jennings & White, PC
1030 Fifth Avenue
3rd Floor
Pittsburgh, Pennsylvania 15219-6295

John I. Kittle, Esq.          Asbestos Personal       $2,298,750
Mazur & Kittel                Injury
30665 Northwestern Highway
Farmington Hills, Michigan 48334

Denman H. Heard, Esq.         Asbestos Personal       $1,750,000
Watts & Heard LLP             Injury
Meilie Esperson Building
815 Walker Street
16th Floor
Houston, Texas 77002

John M. Deakle, Esq.          Asbestos Personal       $1,744,175
The Deakle Law Firm           Injury
802 Main Street
PO Box 2072
Hattiesburg, Mississippi 39403

Alan R. Brayton, Esq.         Asbestos Personal       $1,719,748
Brayton Purcell               Injury
222 Rush Landing
PO Box 6169
Novato, California 94948-6169

Joseph F. Rice, Esq.          Asbestos Personal       $1,632,900
Motley Rice LLC               Injury
28 Bridgeside Boulevard
Mount Pleasant, South Carolina 29464

Mark H. Iola, Esq.            Asbestos Personal       $1,525,000
Stanley, Mandel & Iola        Injury
3000 Town Center
Suite 3130
Southfield, Michigan 48075

Tom B. Scott, Esq.            Asbestos Personal       $1,445,000
Scott & Scott                 Injury
PO Box 2009
Jackson, Mississippi 39215-2009

Doug McManany, Esq.           Asbestos Personal       $1,400,000
Mathis & Adams PC             Injury
622 Drayton Street
PO Box 9790
Savannah, Georgia 31401

T. Roe Frazer II, Esq.        Asbestos Personal       $1,096,875
Frazer & Davidson, PA         Injury
500 East Capitol Street
Jackson, Mississippi 39201

John F. Dillon, Esq.          Asbestos Personal         $885,000
John F. Dillon, PLC           Injury
81174 Jim Loyd Road
Folsom, Louisiana 70437


FRANCHISE FINANCE: Moody's Junks 11 Note Classes & Puts Low-B on 5
------------------------------------------------------------------
Moody's Investors Service downgrades 25 classes of securities
issued in three franchise loan securitizations sponsored by
Franchise Finance Corporation of America.  Franchise Finance was
acquired by GE Capital Franchise Finance Corporation, a subsidiary
of General Electric Capital Corporation, in 2001.  The complete
ratings actions are as follows:

  Issuer: FFCA Secured Lending Corporation
          Secured Franchise Loan Trust Certificates, Series 1999-1

      * $80,743,773 Class A-1a Notes, downgraded to Aa3 from Aaa;
      * $140,000,000 Class A-1b Notes, downgraded to Aa3 from Aaa;
      * $6,945,984 Class A-2 Notes, downgraded to Aa3 from Aaa;
      * $19,719,000 Class B-1 Notes, downgraded to Baa1 from Aa3;
      * $1,024,000 Class B-2 Notes, downgraded to Baa1 from Aa3;
      * $11,831,000 Class C-1 Notes, downgraded to Baa3 from A1;
      * $614,000 Class C-2 Notes, downgraded to Baa3 from A1;
      * $6,500,000 Class D-1 Notes, downgraded to Ba2 from A3;
      * $337,000 Class D-2 Notes, downgraded to Ba2 from A3;
      * Class IO Notes, downgraded to Aa3 from Aaa;

  Issuer: FFCA Secured Lending Corporation
          Franchise Loan Grantor Trust 1999-2

      * $23,308,585 Class A-1a Notes, downgraded to Baa1 from A3;
      * $62,300,000 Class A-1b Notes, downgraded to Baa3 from A3;
      * $19,735,602 Class A-2 Notes, downgraded to Ba1 from A3;
      * $28,330,000 Class B-1 Notes, downgraded to Caa2 from Ba2;
      * $5,390,000 Class B-2 Notes, downgraded to Caa2 from Ba2;
      * $11,330,000 Class C-1 Notes, downgraded to Ca from Ba3;
      * $2,160,000 Class C-2 Notes, downgraded to Ca from Ba3;
      * $11,330,000 Class D-1 Notes, downgraded to C from Caa1;
      * $2,160,000 Class D-2 Notes, downgraded to C from Caa1;
      * $11,330,000 Class E-1 Notes, downgraded to C from Caa3;
      * $2,150,000 Class E-2 Notes, downgraded to C from Caa3;
      * Class IO Notes, downgraded to Baa1 from Aa3;

  Issuer: FFCA Secured Loan Owner Trust/Grantor Trust 2000-1

      * $16,250,000 Class B Notes, downgraded to Ba2 from Baa3;
      * $14,218,000 Class C Notes, downgraded to B3 from B1;
      * $10,156,000 Class D Notes, downgraded to Caa3 from Caa1;
      * $5,000,000 Class E Notes, rating confirmed at Ca;

  Issuer: FFCA Secured Loan Owner Trust 2000-1

      * $5,156,000 Class F Notes, rating confirmed at Ca.

The 1999-1 securities were placed on review on March 15, 2004
based in part on the financial situation of Uni-Marts, Inc., a gas
and convenience operator with units located in rural areas.  The
borrower comprises 10% of the 1999-1 pool.  Uni-Marts, Inc., which
continues to make current payments on its obligations, is
currently marketing under-performing units and the loans are
currently in special servicing.  As of the August 2004
distribution date, total delinquencies for the pool comprise
12.7%, with loans in special servicing totaling nearly 22.6% of
the pool.  The delinquencies are predominately related to the
convenience and gas loans in the portfolio.  The downgrades
consider the expected recoveries on the distressed borrowers in
addition to the possibility of future defaults in the pool.

Securities from the 1999-2 transaction are downgraded based on the
high percentage of delinquencies and problem loans and ultimate
writedowns on loans to affiliates of E-Z Serve and Clark Retail
Enterprises.  For both borrowers, properties have been sold and
current principal shortfalls total $34 million for Clark and $26
million for EZ Serve.  The pool may receive additional recoveries
on unsecured claims filed in the EZ Serve bankruptcy case.
Delinquencies as of the August servicing report were 27%.

The 2000-1 transaction has pool delinquencies of 34% as of the
August 2004 distribution date.  As in 1999-2, the transaction has
an exposure to Clark and EZ Serve, with principal shortfalls of
$8.6 million and $29.9 for the two borrowers, respectively.  Other
large specially serviced loans include affiliates of Sydran
Holdings, Pubs Property, and Uni-Marts, all three of which
continue to make monthly payments (in Sydran's case, interest only
payments).  The ratings action considered the potential recoveries
on the specially serviced loans.

The three transactions have the benefit of environmental insurance
policies from American International Group, Inc., designed to
mitigate environmental risk in the gas and convenience sector in
the event of a borrower default.  The 1999-1 and 1999-2 deals
originally principally covered the lower of the cleanup cost or
the loan balance, while the 2000-1 transaction principally
included policies that insured the loan balance of a defaulted
borrower with environmental contamination.  According to the
servicer, on February 6, 2004, AIG filed a demand for arbitration
with the American Arbitration Association.  On March 24, 2004,
GEFF responded to AIG's arbitration demand and filed a
counterclaim demanding that AIG pay all of the amounts due on the
claims.  GE Capital Franchise is awaiting the appointment of three
independent arbitrators.  Based on the disputed claims, there is
substantial uncertainty regarding ultimate recovery and timing of
payments from the insurance policies.

The Class A-1 and A-2 securities issued in the 2000-1 transaction
are insured by MBIA Insurance Corporation and are not affected by
the ratings action.  In the 1999-2 securitization, the A-1c
securities are insured by MBIA.

With over $11 billion in serviced assets, GE Capital Franchise
provides financing primarily in the restaurant, hospitality,
branded beverage, storage, and automotive industries.


FRANCHISE PICTURES: Files for Bankruptcy after Losing Fraud Case
----------------------------------------------------------------
Intertainment AG, Ismaning (Munich), has been informed, shortly
after the presentation of the final judgment in the fraud case
brought against U.S. film producer Franchise Pictures and others,
that Franchise Pictures and nearly all subsidiary companies
convicted in the lawsuit have filed for bankruptcy.

As a result of this predictable step, the companies have placed
themselves under the protection of American insolvency law.  This
means that Intertainment will assert its claims against Franchise
Pictures and the subsidiary companies resulting from the lawsuit
as part of the insolvency proceedings.

It is possible that Elie Samaha, the CEO of Franchise Pictures,
will also file for personal bankruptcy.  Samaha was -- like
Franchise Pictures and the subsidiary companies -- found guilty of
defrauding Intertainment.  Following the judgment, Intertainment
is entitled to receive $121.7 million, with all the convicted
parties being jointly liable for $92.7 million.

Regardless of this latest development, Intertainment will continue
with its preparations for the arbitral proceedings scheduled for
January 2005 against the other parties involved in the Franchise
Pictures fraud. These include Comerica Bank, and the insurance
companies Film Finances and others.  As part of the proceedings,
Intertainment is claiming -- as in the case of the Franchise
lawsuit -- damages in excess of 100 million dollars.

Headquartered in Los Angeles, California, Franchise Pictures LLC
is an independent motion picture production and distribution
company founded by Elie Samaha and Andrew Stevens, two of the
more prolific producers in the entertainment industry.  Franchise
Pictures and twenty debtor-affiliates filed for chapter 11
protection on August 18, 2004 (Bankr. C.D. Cal. Case No.
04-27996). David L. Neale, Esq., at Levene Neale Bender Rankin &
Brill, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, each
debtor entity listed less than $50,000 in total assets and more
than $100 million in total debts.


FRANCHISE PICTURES: Case Summary & Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Franchise Pictures LLC
             8228 Sunset Boulevard
             Los Angeles, California 90046

Bankruptcy Case No.: 04-27996

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      3000 Miles Productions Inc.                04-28020
      Carter Productions LLC                     04-28023
      Seraph Productions Inc.                    04-28024
      VLN Productions Inc.                       04-28025
      Suite Productions Inc.                     04-28027
      Heightened Productions Inc.                04-28028
      Phoenician Entertainment LLC               04-28029
      Valentine Productions Inc.                 04-28033
      Rangers Productions Inc.                   04-28036
      Franchise Films LLC                        04-28038
      Auggie Rose Productions Inc.               04-28041
      Franchise Pictures Inc.                    04-28042
      Battlefield Productions LLC                04-28043
      Nine Yards Productions Inc.                04-28044
      Franchise Entertainment LLC                04-28045
      Split Card Films Inc.                      04-28048
      Pledge Productions Inc.                    04-28049
      Alex and Emma Productions Inc.             04-28051
      Champs Productions Inc.                    04-28054
      Conprod Inc.                               04-28058

Type of Business: The Debtor is a film producer.

Chapter 11 Petition Date: August 18, 2004

Court: Central District of California (Los Angeles)

Judge: Maureen Tighe

Debtors' Counsel: David L. Neale, Esq.
                  Levene Neale Bender Rankin & Brill
                  1801 Avenue of the Stars #1120
                  Los Angeles, California 90067
                  Tel: 310-229-1234

                                 Estimated         Estimated
                                   Assets            Debts
                                 ---------         ---------
Franchise Pictures LLC          $0 to $50,000   More than $100 M
3000 Miles Productions Inc.     $0 to $50,000   More than $100 M
Carter Productions LLC          $0 to $50,000   More than $100 M
Seraph Productions Inc.         $0 to $50,000   More than $100 M
VLN Productions Inc.            $0 to $50,000   More than $100 M
Suite Productions Inc.          $0 to $50,000   More than $100 M
Heightened Productions Inc.     $0 to $50,000   More than $100 M
Phoenician Entertainment LLC    $0 to $50,000   More than $100 M
Valentine Productions Inc.      $0 to $50,000   More than $100 M
Rangers Productions Inc.        $0 to $50,000   More than $100 M
Franchise Films LLC             $0 to $50,000   More than $100 M
Auggie Rose Productions Inc.    $0 to $50,000   More than $100 M
Franchise Pictures Inc.         $0 to $50,000   More than $100 M
Battlefield Productions LLC     $0 to $50,000   More than $100 M
Nine Yards Productions Inc.     $0 to $50,000   More than $100 M
Franchise Entertainment LLC     $0 to $50,000   More than $100 M
Split Card Films Inc.           $0 to $50,000   More than $100 M
Pledge Productions Inc.         $0 to $50,000   More than $100 M
Alex and Emma Productions Inc.  $0 to $50,000   More than $100 M
Champs Productions Inc.         $0 to $50,000   More than $100 M
Conprod Inc.                    $0 to $50,000   More than $100 M


A. Franchise Pictures, LLC's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Intertainment AG                       $106,000,000
Osterfeldstrasse 84
85737 Ismaning, Germany

Morgan Creek Productions                 $5,000,000
10351 Santa Monica Blvd., Suite 200
Los Angeles, California 90026

Alschuler Grossman Stein & Kahane        $1,500,000
1620 26th Street, 3rd Floor North
Santa Monica, California 90404

Plan B. Productions                      $1,300,000
2100 S. Sawtelle Blvd., 17th Fl.
New York, New York 10019

Quinn Emanuel Urquhart et al.              $714,694
865 S. Figeroa St., 10th Fl.
Los Angeles, California 90017

Stein & Flugge LLP                         $543,617
6100 Wilshire Boulevard, Ste. 1250
Los Angeles, California 90048

Dennis Dreith, Adm, Film Musicians         $500,000
c/o Brian Cella
Cella, Lange & Cella
1600 S. Main Plaza, Ste. 180
Walnut Creek, California 94596

Bryan Cave LLP                             $241,260

MPL Communications                         $185,000

Coudert Bros.                              $114,116

Technicolor                                 $92,586

Tenon Ltd.                                  $89,003

Tiny Pink Pig Productions                   $80,000

Fotokem                                     $74,394

Beausoliel Productions                      $73,750

United Airlines Travel Pass                 $58,178

Ascent Media                                $48,881

American Federation of Musicians            Unknown

Director's Guild of America                 Unknown

IATSE General Office                        Unknown


B. 3000 Miles Productions' 8 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Intertainment AG                       $106,000,000
Osterfeldstrasse 84
85737 Ismaning, Germany

Comerica Bank                            $6,471,150
Comerica Tower at Detroit Center
500 Woodward Avenue, M/C 3391
Detroit, Michigan  48226

Dennis Dreith, Adm, Film Musicians         $500,000
c/o Brian Cella
Cella, Lange & Cella
1600 South Main Plaza, Suite 180
Walnut Creek, California 94596

IATSE General Office                        $87,718

American Federation of Musicians            $44,715

Directors Guild of America                  Unknown
Los Angeles Headquarters

Screen Actors Guild                         Unknown

Writers Guild of America, West              Unknown


C. Carter Productions' 6 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Intertainment AG                       $106,000,000
Osterfeldstrasse 84
85737 Ismaning, Germany

Morgan Creek                             $5,000,000
4000 Warner Boulevard, Building 76
Burbank, California 90026

Writers Guild of America, West             $120,609

Directors Guild of America                  $89,388
Los Angeles Headquarters

IATSE General Office                        $72,498

Screen Actors Guild                         $36,183


D. Seraph Productions' 7 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Intertainment AG                       $106,000,000
Osterfeldstrasse 84
85737 Ismaning, Germany

Morgan Creek                             $5,000,000
4000 Warner Boulevard, Building 76
Burbank, California 90026

Writers Guild of America, West              $81,923

Directors Guild of America                  $81,923
Los Angeles Headquarters

IATSE General Office                        $56,816

American Federation of Musicians            Unknown

Screen Actors Guild                         Unknown


E. VLN Productions' 5 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Intertainment AG                       $106,000,000
Osterfeldstrasse 84
85737 Ismaning, Germany

IATSE General Office                        $11,400

Writers Guild of America, West               $8,529

American Federation of Musicians            Unknown

Screen Actors Guild                         Unknown


F. Suite Productions' 6 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Intertainment AG                       $106,000,000
Osterfeldstrasse 84
85737 Ismaning, Germany

Screen Actors Guild                          $1,728

IATSE General Office                           $411

American Federation of Musicians               $393

Directors Guild of America                  Unknown
Los Angeles Headquarters

Writers Guild of America, West              Unknown


G. Heightened Productions' 8 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Intertainment AG                       $106,000,000
Osterfeldstrasse 84
85737 Ismaning, Germany

Morgan Creek                             $5,000,000
4000 Warner Boulevard, Building 76
Burbank, California 90026

Comerica Bank                            $2,880,294
Comerica Tower at Detroit Center
500 Woodward Avenue, M/C 3391
Detroit, Michigan  48226

Writers Guild of America, West              $60,155

Directors Guild of America                  $60,155
Los Angeles Headquarters

IATSE General Office                        $27,474

American Federation of Musicians            Unknown

Screen Actors Guild                         Unknown


H. Phoenician Entertainment's Largest Unsecured Creditor:

   Entity                              Claim Amount
   ------                              ------------
Intertainment AG                       $106,000,000
Osterfeldstrasse 84
85737 Ismaning, Germany


I. Valentine Productions' 5 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Intertainment AG                       $106,000,000
Osterfeldstrasse 84
85737 Ismaning, Germany

Writers Guild of America, West              $24,104

IATSE General Office                        $16,540

Directors Guild of America                   $2,751
Los Angeles Headquarters

American Federation of Musicians            Unknown


J. Rangers Productions' 6 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Intertainment AG                       $106,000,000
Osterfeldstrasse 84
85737 Ismaning, Germany

Screen Actors Guild                         $11,205

American Federation of Musicians            Unknown

Directors Guild of America                  Unknown
Los Angeles Headquarters

IATSE General Office                        Unknown

Writers Guild of America, West              Unknown


K. Franchise Films' Largest Unsecured Creditor:

   Entity                              Claim Amount
   ------                              ------------
Intertainment AG                       $106,000,000
Osterfeldstrasse 84
85737 Ismaning, Germany


L. Auggie Rose Productions' 6 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Intertainment AG                       $106,000,000
Osterfeldstrasse 84
85737 Ismaning, Germany

IATSE General Office                        $31,463

Screen Actors Guild                         $23,839

Writers Guild of America, West               $7,946

American Federation of Musicians             $5,183

Directors Guild of America                  Unknown
Los Angeles Headquarters


M. Franchise Pictures, Inc.'s 2 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Intertainment AG                       $106,000,000
Osterfeldstrasse 84
85737 Ismaning, Germany

Dennis Dreith, Adm., Film Musicians        $500,000
c/o Brian Cella
Cella, Lange & Cella
1600 S. Main Plaza, Suite 180
Walnut Creek, CA 94696


N. Battlefield Productions' 7 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Intertainment AG                       $106,000,000
Osterfeldstrasse 84
85737 Ismaning, Germany

Morgan Creek Productions                 $5,000,000
Attn: Howard Kaplan
4000 Warner Blvd., Bldg. 76
Burbank, CA 91522

Writers Guild of America, West              $38,945

IATSE General Office                        $36,410

American Federation of Musicians            Unknown

Director's Guild of America                 Unknown

Screen Actors Guild                         Unknown


O. Nine Yards Productions' 8 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Intertainment AG                       $106,000,000
Osterfeldstrasse 84
85737 Ismaning, Germany

Morgan Creek Productions                 $5,000,000
Attn: Howard Kaplan
4000 Warner Blvd., Bldg. 76
Burbank, CA 91522

Dennis Dreith, Adm., Film Musicians        $500,000
c/o Brian Cella
Cella, Lange & Cella
1600 S. Main Plaza, Suite 180
Walnut Creek, CA 94696

IATSE General Office                        $91,608

Writers Guild of America, West              $77,495

Director's Guild of America                 $77,495

American Federation of Musicians            $47,327

Screen Actors Guild                         Unknown


P. Franchise Entertainment's Largest Unsecured Creditor:

   Entity                              Claim Amount
   ------                              ------------
Intertainment AG                       $106,000,000
Osterfeldstrasse 84
85737 Ismaning, Germany


Q. Split Card Films' 8 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Intertainment AG                       $106,000,000
Osterfeldstrasse 84
85737 Ismaning, Germany

Morgan Creek Productions                 $5,000,000
Attn: Howard Kaplan
4000 Warner Blvd., Bldg. 76
Burbank, CA 91522

Dennis Dreith, Adm., Film Musicians        $500,000
c/o Brian Cella
Cella, Lange & Cella
1600 S. Main Plaza, Suite 180
Walnut Creek, CA 94696

IATSE General Office                        $91,608

Writers Guild of America, West              $77,495

Director's Guild of America                 $77,495

American Federation of Musicians            $47,327

Screen Actors Guild                         Unknown


R. Pledge Productions' 8 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Intertainment AG                       $106,000,000
Osterfeldstrasse 84
85737 Ismaning, Germany

Morgan Creek Productions                 $5,000,000
Attn: Howard Kaplan
4000 Warner Blvd., Bldg. 76
Burbank, CA 91522

Comerica Bank                            $1,720,666
Corporate Headquarters
Comerica Tower at Detroit Center
400 Woodward Ave. M/C 3391
Detroit, MI 48226

Writers Guild of America, West              $48,795

Director's Guild of America                 $48,795

IATSE General Office                        $35,144

American Federation of Musicians            Unknown

Screen Actors Guild                         Unknown


S. Alex and Emma Productions' 7 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Intertainment AG                       $106,000,000
Osterfeldstrasse 84
85737 Ismaning, Germany

Dennis Dreith, Adm., Film Musicians        $500,000
c/o Brian Cella
Cella, Lange & Cella
1600 S. Main Plaza, Suite 180
Walnut Creek, CA 94696

IATSE General Office                       $284,448
1430 Broadway, 20th Floor
New York, NY 10018

Screen Actors Guild                        $215,517

Writers Guild of America, West              $71,839

Director's Guild of America                 $71,839

American Federation of Musicians            $39,532


T. Champs Productions' 6 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Intertainment AG                       $106,000,000
Osterfeldstrasse 84
85737 Ismaning, Germany

Writers Guild of America, West             $246,563

Director's Guild of America                $246,563

IATSE General Office                       $144,977

American Federation of Musicians            Unknown

Screen Actors Guild                         Unknown


U. Conprod's 6 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Intertainment AG                       $106,000,000
Osterfeldstrasse 84
85737 Ismaning, Germany

Screen Actors Guild                         $64,739

Writers Guild of America, West              $21,966

Director's Guild of America, West           $21,965

American Federation of Musicians            $18,208

IATSE General Office                        Unknown


GREENSBURG COUNTRY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Greensburg Country Club
        Route 130 Pleasant Valley Road
        Greensburg, Pennsylvania 15601

Bankruptcy Case No.: 04-31168

Type of Business: The Debtor is a private golf course located in
                  Greensburg, Pennsylvania.

Chapter 11 Petition Date: August 25, 2004

Court: Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Paul J. Cordaro, Esq.
                  Campbell & Levine LLC
                  1700 Grant Building
                  Pittsburgh, PA 15219
                  Tel: 412-261-0310
                  Fax: 412-261-5066

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Sysco                         Trade Creditor             $69,925

Verdicon                      Trade Creditor             $15,368

E.H. Griffith Inc.            Trade Creditor             $14,800

Lesco Inc.                    Trade Creditor             $13,184

Krigger & Company             Trade Creditor             $12,754

Herbein + Company             Accountants                 $9,475

La Mantia Produce             Trade Creditor              $8,836

Coen Oil Company              Trade Creditor              $8,720

John V. Heineman Comp.        Trade Creditor              $7,301

Ideal Soap & Chem. Co.        Trade Creditor              $5,933

Allegheny Power               Electric Service            $5,844

Walker Supply                 Trade Creditor              $4,680

Dominion Peoples              Gas Service                 $4,596

Allegheny Lawn Products       Trade Creditor              $4,478

Shelco Seafood Co.            Trade Creditor              $4,238

Turner Dairy Farms Inc.       Trade Creditor              $4,150

Hodges Rash                   Trade Creditor              $4,005

Simplot Partners                                          $3,644

West End Builders Supply      Trade Creditor              $3,570

Hillendale Farms of PA        Trade Creditor              $3,355


HAWAIIAN AIRLINES: Parent & Trustee Agree on Joint Reorg. Plan
--------------------------------------------------------------
Joshua Gotbaum, Trustee for Hawaiian Airlines, and the airline's
parent, Hawaiian Holdings, Inc., (Amex: HA) agreed to submit a
joint plan of reorganization for the airline. If  this plan is
confirmed by the bankruptcy court, it would take Hawaiian out of
bankruptcy and offer creditors payment in full for their claims.
The proposed plan is to be filed with the bankruptcy court on
Monday.

"This plan provides value both to shareholders and creditors of
Hawaiian Airlines in a consensus proposal that will make it easier
and faster to exit bankruptcy.  It offers creditors payment in
full for their claims while providing capital for Hawaiian's
future growth," Mr. Gotbaum said.  "The approval of this proposed
plan will confirm Hawaiian Airlines' successful turn-around.
Hawaiian's bankruptcy may be the first ever in the airline
industry that ends with creditors receiving payment in full for
their claims.  It is a testimony to the hard work both of Hawaiian
Holdings and the more than 3,300 people who make up the airline."

Larry Hershfield, Chairman of Hawaiian Holdings, said, "We are
gratified that the Trustee and the equity holders of Hawaiian
Airlines have agreed to submit a joint plan.  We look forward to
Hawaiian Airlines emerging from bankruptcy at the earliest
possible date so that we can focus all of our efforts on taking
full advantage of the exciting opportunities that lie ahead.  We
believe Hawaiian's emergence will also benefit the State of Hawaii
and the Hawaiian economy, as we begin to take advantage of those
opportunities."  Mr. Hershfield is Chairman of Ranch Capital,
which is the managing member of RC Aviation, LLC, which recently
acquired a substantial equity interest in Hawaiian Holdings.
Pursuant to the proposed plan, RC Aviation has committed to invest
more than $160 million to purchase claims and reorganize the
airline.

Under the proposed plan, Hawaiian Airlines' aircraft lessors, its
largest creditors, would receive 100 percent of their approved
claim, either in a combination of 50 percent cash and 50 percent
stock or, alternatively, by accepting a long-term note of
Hawaiian.  Other creditors would also be offered full payment of
their claims, either in cash or in a combination of 50 percent
cash and 50 percent stock, whichever they choose.

Under the plan, Mark Dunkerley, Hawaiian Airlines' president and
chief operating officer, would become chief executive officer.  No
other significant changes in management are contemplated.
Hawaiian Holdings would resume control of the airline.  The board
of Hawaiian Holdings, including Mr. Hershfield and former American
Airlines CEO Donald Carty, is expected to become the board of
Hawaiian Airlines.  Mr. Hershfield said the boards of both
Hawaiian Airlines and Hawaiian Holdings may be expanded to include
additional independent directors, both from the industry and from
Hawaii.

Mr. Hershfield added, "Our next immediate task is to attempt to
reach a consensual agreement with each of Hawaiian's labor groups,
and to that end, we hope to continue our meetings with each in the
coming weeks.  Hawaiian's employees have been a large part of the
reason for Hawaiian's success at a time when much of the rest of
the industry is suffering, and they are an essential part of
Hawaiian's future."

Hawaiian's Official Committee of Unsecured Creditors is reviewing
the proposed plan.

The proposed plan, the plans that have been filed by third
parties, and other plans that may be filed, will be reviewed in
coming months by US Bankruptcy Court Judge Robert Faris.

                    About Hawaiian Airlines

Hawaiian Airlines, the nation's number one on-time carrier, is
recognized as one of the best airlines in America. Business
travelers recently surveyed by Conde Nast Traveler rated Hawaiian
Airlines as having the best in-flight service and meals of any
U.S. carrier.  In addition, Hawaiian is ranked as the nation's
fifth best airline overall by Travel + Leisure, ahead of every
other carrier flying to Hawaii.

Celebrating its 75th year of continuous service, Hawaiian Airlines
is Hawaii's biggest and longest-serving airline, and the second
largest provider of passenger air service between Hawaii and the
mainland U.S. Hawaiian offers nonstop service to Hawaii from more
mainland U.S. gateways than any other airline.  Hawaiian also
provides approximately 117 daily jet flights among the Hawaiian
Islands, as well as service to Australia, American Samoa and
Tahiti.

Headquartered in Honolulu, Hawaii, Hawaiian Airlines, Inc., --
http://hawaiianair.com/ -- is a subsidiary of Hawaiian Holdings,
Inc. (Amex and PCX: HA).  The Company provides primarily scheduled
transportation of passengers, cargo and mail.  Flights operate
within the South Pacific and to points on the west coast as well
as Las Vegas.  Since the appointment of a bankruptcy trustee in
May 2003, Hawaiian Holdings has had no involvement in the
management of Hawaiian Airlines and has had limited access to
information concerning the airline.  The Company filed for chapter
11 protection on March 21, 2003 (Bankr. D. Hawaii Case No. 03-
00817).


HILTON HOTELS: Moody's Reviews Low-B Ratings for Possible Upgrade
-----------------------------------------------------------------
Moody's Investors Service placed the ratings of Hilton Hotels
Corporation on review for possible upgrade.  The review for
upgrade is prompted by the company's improving credit profile as a
result of debt reduction and earnings growth, as well as a
favorable demand outlook for the lodging industry.  Moody's review
will focus on the sustainability of future lodging demand, the
likelihood that credit measures will improve further, the level of
secured debt in the company's capital structure, and the company's
commitment to maintaining an improved financial profile in the
context of its strategic and financial policy objectives.

Ratings placed on review for possible upgrade:

   * Senior Implied rating at Ba1;
   * Issuer rating at Ba1;
   * Senior unsecured notes at Ba1;
   * Senior unsecured shelf at (P) Ba1;
   * Subordinate shelf at (P) Ba2;
   * Preferred stock shelf at (P) Ba3;
   * Commercial paper at Not Prime.

Based in Beverly Hills, California, Hilton Hotels Corporation is a
leading hotel company that generated revenues of $3.8 billion
during its 2003 fiscal year.


IMPAC MEDICAL: Nasdaq Threatens to Halt Stock Trading on Sept. 2
----------------------------------------------------------------
IMPAC Medical Systems, Inc., (Nasdaq: IMPC) received a Nasdaq
Staff Determination on August 24, 2004 indicating that its
securities are subject to delisting from the Nasdaq National
Market at the opening of business on September 2, 2004 as a result
of the delayed filing of its Quarterly Report on Form 10-Q.
Pursuant to Marketplace Rule 4310(c)(14), the Company's Form 10-Q
for the quarter ended June 30, 2004 was originally due August 16,
2004.

The Company intends to request a hearing before a NASDAQ Listing
Qualifications Panel to review the Staff Determination.  There can
be no assurance the Panel will grant the Company's request for
continued listing.  The Company's stock will continue to be listed
while the appeal is pending.  Effective August 26, 2004, the fifth
character "E" will be added to the Company's ticker symbol to
signify the delinquent filing.

                 About IMPAC Medical Systems Inc.

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

                         *     *     *

As reported in the Troubled Company Reporter on August 19, 2004,
IMPAC Medical Systems, Inc., (Nasdaq: IMPC) received notice from
the Company's independent auditor, Deloitte & Touche LLP, that it
had resigned due to a disagreement with management concerning its
application of Statement of Position 97-2, "Software Revenue
Recognition," with respect to the timing of its recognition of
certain revenues in its restated financial statements for the
fiscal years ended September 30, 2001 through 2003 filed in
April 2004.

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

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

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


INTERNATIONAL WIRE: Court Confirms Reorganization Plan
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
confirmed International Wire Group, Inc.'s plan of reorganization
on August 25, 2004.  The confirmation order clears the way for the
consummation of the plan.  The Company anticipates that this will
occur prior to September 30, 2004.

"This announcement underscores the strong support that
International Wire has enjoyed from its financial partners
throughout this process," said Joseph Fiamingo, International
Wire's chief executive officer.  "To have reached this point in
such a short time after our initial filing would not have been
possible without their faith in our business plan and our future.
Holders of our debt and equity securities voting on the plan
unanimously voted in favor of the plan of reorganization."

"International Wire's customers have also been supportive during
this process.  We look forward to fulfilling the commitment to a
stronger balance sheet that we laid out several months ago,"
Mr. Fiamingo said.

The recapitalization will involve the exchange of approximately
$305 million principal amount of International Wire's senior
subordinated indebtedness into $75 million principal amount of new
10% senior subordinated notes and 96% of International Wire's
common stock.  The Company has completed the tabulation of
elections made by holders of the Company's 11 3/4% senior
subordinated notes and 14% senior subordinated notes under the
terms of the plan of reorganization.  The distributions to such
holders, based on the elections received and the application of
the proration provisions of the plan, will be as follows:

   (1) Holders of 11-3/4% senior subordinated notes electing pro
       rata treatment or making no election will receive, in
       respect of each $1,000 principal amount of such notes so
       held, 31.4668 shares of Company common stock and $245.8343
       principal amount of Company 10% notes.

   (2) Holders of 11-3/4% senior subordinated notes electing to
       receive all Company common stock in lieu of the pro rata
       distribution will receive, in respect of each $1,000
       principal amount of such notes so held, 34.2473 shares of
       Company common stock and $211.7731 principal amount of
       Company 10% notes.

   (3) Holders of 11-3/4% senior subordinated notes electing to
       receive all Company 10% notes in lieu of the pro rata
       distribution will receive, in respect of each $1,000
       principal amount of such notes so held, $631.3024 principal
       amount of Company 10% notes.

   (4) Holders of 14% senior subordinated notes will receive, in
       respect of each $1,000 principal amount of such notes so
       held, 31.9927 shares of Company common stock and $249.9432
       principal amount of Company 10% notes.

Upon completion of the restructuring, International Wire's debt
(excluding accrued and unpaid interest) will decline from
approximately $391 million to approximately $181 million and
interest will be reduced by approximately $31 million annually.

International Wire Group, Inc., designs, manufactures and markets
bare and tin-plated copper wire and insulated copper wire products
for other wire suppliers and original equipment manufacturers.
The Company manufactures and distributes its products in 20
facilities strategically located in the United States, Mexico,
France, Italy and the Philippines.  The company filed for chapter
11 protection (Bankr. S.D.N.Y. Case No. 04-11991) on March 24,
2004.  Alan B. Miller, Esq., at Weil, Gotshal & Manges, LLP,
represents the debtor in its restructuring efforts.  When the
Company filed for bankruptcy protection, it listed total assets of
$393,000,000 and total debts of $488,000,000.


KAISER: Retirees Comm. Wants to Retain ABD Insurance as Consultant
------------------------------------------------------------------
Pursuant to Sections 1114(b)(2), 1103(a) and 328(a) of the
Bankruptcy Code, the Official Committee of Retired Salaried
Employees in Kaiser Aluminum Corporation's chapter 11 proceedings
ask the United States Bankruptcy Court for the District of
Delaware for permission to retain ABD Insurance & Financial
Services, Inc.  The Committee wants to retain ABD as its retiree
benefits consultant.  The Committee asks that the retention be
approved nunc pro tunc to March 4, 2004.

Retirees Committee Chairman John E. Daniel explains that the
Committee wants ABD to identify and evaluate the Retirees' options
for replacement medical and prescription drug insurance coverage.
ABD will gather data concerning various options, will explore the
feasibility of, and compare the advantages and disadvantages of
the options, and will make recommendations to the Retirees
Committee with respect to the options and their anticipated costs.

Terri Ezaki will serve as ABD's project leader for the
Engagement.  Ms. Ezaki has been an employee benefits broker and
consultant for 10 years and has placed medical coverage for both
active and retiree employees during her tenure.  Ms. Ezaki is
licensed as a Life Agent in the state of California.

                        Debtors Respond

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, relates that in early March 2004, ABD
Insurance & Financial Services, Inc., assisted the Official
Committee of Retired Salaried Employees in considering options
relevant to benefits that might be provided under the Voluntary
Employee Benefits Association.  According to Mr. DeFranceschi, the
$30,000 the Retirees Committee paid to ABD Insurance for the
previous services constitutes an Initial VEBA Expense.

As previously reported, the Court authorized Kaiser Aluminum &
Chemical Corporation and Kaiser Bellwood Corporation to proceed
with implementation of an agreement reached with the Retirees
Committee to modify retiree benefits for salaried retirees
represented by the Retirees Committee.  Pursuant to the Agreement,
effective June 1, 2004, retiree benefit plans covering salaried
retirees represented by the Retirees Committee were terminated.
In return, these retired salaried employees became eligible to
receive retiree benefits under the VEBA, which is to be funded by
KACC as set forth in the Agreement.  Among other obligations, the
Agreement provides that KACC will pay, during the first calendar
year of the Agreement, all of the expenses of the Retirees
Committee in connection with administering the VEBA up to
$500,000.

The Debtors do not object to the ABD Retention Application or the
request for reimbursement of the ABD Fees, which have already been
paid.  However, the Debtors want to make it clear that the
ABD Fees constitute an Initial VEBA Expense and that payment of
those fees will reduce the $500,000 maximum amount of Initial VEBA
Expense payable by KACC.

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: Taps Friedman Hirschen as Environmental Counsel
-------------------------------------------------------------
The King Service, Inc., asks the U.S. Bankruptcy Court for the
Northern District of New York for authority to employ Friedman,
Hirschen, Miller & Campito, PC, as its special counsel for
environmental matters.

The Debtor is currently a defendant in an action filed by Niagara
Mohawk Power Corporation demanding the Company contribute to the
cost of environmental cleanup in Troy, New York.

The Debtor's primary counsel, Whiteman, Osterman & Hanna, has made
known its intention to withdraw from the case.  Since the
litigation is quite complex, a substantial amount of work will be
required to continue the Debtor's defense and develop a
counterclaim on behalf of the Debtor.

Richard P. Feirstein, Esq., and Jeffrey N. Miller, Esq., will be
principally engaged in this matter.  Messrs. Feirstein and Miller
are both experts in environmental matters and litigation.

The attorneys will be paid on a quarterly basis.  Friedman
Hirschen does not disclose its current hourly rates in papers
filed with the Bankruptcy Court.

Headquartered in Troy, New York, The King Service, operates a
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.


MANDALAY RESORT: Will Hold 2nd Qtr. Conference Call on Sept. 2
--------------------------------------------------------------
Mandalay Resort Group (NYSE: MBG) will announce its second quarter
earnings on September 2, 2004.

The company will conduct a conference call via telephone and
Webcast on September 2, at 1:30 p.m. Pacific Time.  The call will
be broadcast live via the internet at http://www.ccbn.com/A
recording of the conference call will be available on the
company's website at http://www.mandalayresortgroup.com/from
3:30 p.m. Pacific Time on September 2, 2004 through 3:30 p.m.
Pacific Time on September 7, 2004.  Those parties interested in
listening to the conference call via telephone should dial 415-
537-1934.  A telephone replay of the conference call will be
available beginning at 3:30 p.m. Pacific Time on September 2, 2004
and ending at 3:30 p.m. Pacific Time on September 7, 2004.  To
access the rebroadcast, dial 800-633-8284 for domestic calls or
402-977-9140 for international calls and enter code 21205986.

Mandalay Resort Group owns and operates 11 properties in Nevada:
Mandalay Bay, Luxor, Excalibur, Circus Circus, and Slots-A-Fun in
Las Vegas; Circus Circus-Reno; Colorado Belle and Edgewater in
Laughlin; Gold Strike and Nevada Landing in Jean and Railroad Pass
in Henderson.  The company also owns and operates Gold Strike, a
hotel/casino in Tunica County, Mississippi.  The company owns a
50% interest in Silver Legacy in Reno, and owns a 50% in and
operates Monte Carlo in Las Vegas.  In addition, the company owns
a 50% interest in and operates Grand Victoria, a riverboat in
Elgin, Illinois, and owns a 53.5% interest in and operates
MotorCity in Detroit, Michigan.

                         *     *     *

As reported in the Troubled Company Reporter's June 9, 2004
edition, Fitch Ratings has placed these long-term debt
ratings on Rating Watch Negative:

            MGM MIRAGE

               --Senior secured debt 'BB+';
               --Senior subordinated debt 'BB-'.

            Mandalay Resort Group

               --Senior unsecured debt 'BB+';
               --senior subordinated debt 'BB-'.

The action follows the June 4, 2004 announcement that MGM MIRAGE
made an offer to purchase Mandalay Resort Group for $68 per share,
or approximately $4.9 billion in cash plus the assumption of $2.8
billion in debt.


MICROAGE INC: Publishes Notice of Impending Final Distribution
--------------------------------------------------------------
              IN THE UNITED STATES BANKRUPTCY COURT
                   FOR THE DISTRICT OF ARIZONA
______________________________
                              :
In Re:                        :  Proceedings Under Chapter 11
                              :
MICROAGE, INC., a Delaware    :  Case No. 00-03833, 00-3840
corporation, et al.,          :  through No. B-00-03850-ECF-CGC
                              :
              Debtors.        :  NOTICE OF IMPENDING FINAL
                              :  DISTRIBUTION
EIN or SSN: 86-0321346        :
______________________________:

     On April 13, 2000, MicroAge, Inc. and its affiliated
companies, including MicroAge Technologies Services, L.L.C.,
MicroAge Computer Centers, Inc., MCCI Holding Company, MicroAge L
& D, L.L.C., MTS Holding Company, ECAdvantage, Inc., Pinacor,
Inc., MicroAge of California, Inc., Quality Integration Services,
L.L.C., Complete Distribution, Inc., and Pinacor Logistics
Services, Inc. filed voluntary petitions in the United States
Bankruptcy Court for the District of Arizona ("Bankruptcy Court")
for relief under Chapter 11 of Title 11, United States Code (the
"Bankruptcy Code") at case numbers 00-03833 and 00-3840 through
003850-ECFCGC.  On September 29, 2000, MicroAge Teleservices,
L.L.C. filed its voluntary petition at case number 00-10615.  On
March 29, 2001 Eleris, Inc. filed its voluntary petition at case
number 01-03837.  (MicroAge Technologies Services, L.L.C.,
MicroAge Computer Centers, Inc., MCCI Holding Company, MicroAge L
& D, L.L.C., MTS Holding Company, ECAdvantage, Inc., Pinacor,
Inc., MicroAge of California, Inc., Quality Integration Services,
L.L.C., Complete Distribution, Inc., Pinacor Logistics Services,
Inc., MicroAge Teleservices, L.L.C., and Eleris, Inc. are
collectively referred to herein as "MicroAge").

     On May 8, 2001, the Bankruptcy Court approved that certain
"Debtors' Amended Disclosure Statement Dated May 8, 2001"
("Disclosure Statement").  According to the liquidation analysis
contained in the Disclosure Statement at exhibit "F," the Debtors
anticipated and projected that distributions under the "Debtors'
First Amended Plan of Reorganization" ("Plan") to Class 5 general
unsecured claims would be between 19.8 and 28.1 cents on the
dollar.  On July 10, 2001, the Bankruptcy Court confirmed the
Plan.  MicroAge was reorganized and substantively consolidated by
Order of the Bankruptcy Court entered July 11, 2001.

     MicroAge made its initial distribution under the Plan to the
holders of allowed Class 5 general unsecured claims (Allowed
Unsecured Claims) in the amount of 11.8% on October 26, 2001;
thereafter distributions were made for 7.8% on February 24, 2002,
and 3.8% on June 26, 2002.  Consequently, to date, distribution on
Allowed Unsecured Claims totaled 23.4%, or 23.4 cents on the
dollar.  Since the last interim distribution on June 26, 2002,
MicroAge has engaged in extensive litigation primarily concerning
avoidance actions under Chapter 5 of the Bankruptcy Code and
objections to claims, including Class 5 general unsecured claims
(collectively, the "Litigation").  MicroAge has now finally
litigated, resolved, or settled all of the Litigation.  MicroAge
was significantly more successful in the Litigation than
previously anticipated.  Although MicroAge has initiated but not
yet completed the extensive data review and analysis necessary to
calculate the final amount payable to holders of allowed Class 5
general unsecured claims under the Plan, MicroAge's preliminary
analysis indicates that the Final Distribution, when combined with
the earlier distributions, will materially and significantly
exceed the projections contained in the Disclosure Statement and
may result in a payment of a substantial portion remaining on each
Allowed Unsecured Claim.

     Pursuant to that certain "Under Seal Order re Transfer of
Claims," after the date of this Notice, any person or entity
attempting to acquire or purchase an allowed Class 5 general
unsecured claim from its holder of record must: (i) provide the
holder of the allowed Class 5 general unsecured claim a copy of
this Notice prior to consummating any acquisition or sale of the
allowed Class 5 general unsecured claim; and (ii) prior to
recognition of the purported transfer of any allowed Class 5
general unsecured claim by the Bankruptcy Court, the acquirer must
provide evidence of compliance with section (i) of this Notice as
an additional requirement of RULE 3001(d)[sic.], FEDERAL RULES OF
BANKRUPTCY PROCEDURE.

DATED, this 25th day of August, 2004.

                              SNELL & WILMER L.L.P.
                              By /s/ SDJ - #018420
                                -------------------------------
                              Donald L. Gaffney
                              Steven D. Jerome
                              One Arizona Center
                              400 E. Van Buren
                              Phoenix, AZ 85004-2202
                              Telephone: (602) 382-6000
                              Facsimile: (602) 382-6070
                              E-Mail: dgaffney@swlaw.com
                                      sjerome@swlaw.com
                              Attorneys for MicroAge, Inc.


MICROAGE INC: Wants to Restrict Who Gets Final Distributions
------------------------------------------------------------
Reorganized MicroAge, Inc., asks the U.S. Bankruptcy Court for the
District of Arizona for authority to restrict the final
distribution to creditors under the company's confirmed chapter 11
Plan to creditors who received prior distributions.  This request,
and requests to keep recent pleadings out of public view, Steven
D. Jerome, Esq. at Snell & Wilmer, L.L.P., MicroAge's counsel,
says "is made to protect the interests of holders of allowed
general unsecured claims from unknowingly selling their claims for
significantly less than they would receive from the Final
Distribution under the . . . confirmed Plan of Reorganization."

Janice L. Rogalla, Esq., at Snell & Wilmer, L.L.P., another lawyer
representing the Reorganized Debtors, reminds Judge Case that
MicroAge confirmed its consolidated First Amended Plan of
Reorganization on July 10, 2001.  The Plan provided for an orderly
collection and liquidation of the corporate estates, including the
prosecution and resolution of estate causes of action.  On October
26, 2001, MicroAge made its initial and First Interim Distribution
pursuant to the Plan in the amount of 11.8% to all holders of
allowed unsecured claims.  On February 24, 2002, MicroAge made a
Second 7.8% Interim Distribution to all holders of allowed
unsecured claims.  On June 26, 2002, MicroAge made a Third 3.8%
Interim Distribution.

On August 2, 2004, MicroAge filed a "Motion For Order Authorizing
Redistribution of Unclaimed Funds" to correct its master mailing
list by eliminating claimants who had failed to acknowledge or
cash prior distribution checks.  During the weeks following the
filing of the Redistribution Motion, MicroAge received information
that creditors may have recently been contacted for the purposes
of purchasing their claims.  Based on the current record, MicroAge
intends to make its final distribution and close these estates
within the next few months.  Additional transfers of claims at
this late date may create confusion and inordinate administrative
expenses, MicroAge tells the Court.

The Debtors direct Judge Case's attention to Bankruptcy Rule 3021,
which provides:

     Except as provided in Rule 3020(e), after a plan is
     confirmed, distribution shall be made to creditors
     whose claims have been allowed, to interest holders
     whose interests have not been disallowed, and to
     indenture trustees who have filed claims under Rule
     3003(c)(5) that have been allowed.  For purposes of
     this rule, creditors include holders of bonds,
     debentures, notes, and other debt securities, and
     interest holders include the holders of stock and
     other equity securities, of record at the time of
     commencement of distribution, unless a different
     time is fixed by the plan or the order confirming
     the plan.

The Debtor notes that commencement of distributions occurred
almost three years ago.

The Debtors point to the "retained power over plan administration"
section in Article XIII of the First Amended Plan as further
authority for the Court to restrict who gets paid, as well as
Bankruptcy Rule 3020(d), which says, "Notwithstanding the entry of
the order of confirmation, the court may issue any other order
necessary to administer the estate."

This extensive authority, MicroAge argues, permits the Court to
ensure the efficiency and fairness of the final distribution of
the estate distributions by issuing an Order restricting the final
distribution under the Plan to creditors who received prior
distributions, subject to correcting scrivener errors, and to
prohibit the filing of any further filings of claim transfers
under Rule 3001(e).


MIRANT CORP: Appoints Michele Burns as Chief Restructuring Officer
------------------------------------------------------------------
Mirant's (Pink Sheets: MIRKQ) Board of Directors appointed M.
Michele Burns, 46, chief restructuring officer.  Ms. Burns will
continue to report to Chief Executive Officer, Marce Fuller and
will maintain her role as executive vice president and chief
financial officer.

In her additional role, Ms. Burns will serve as the company's
primary representative in the bankruptcy process.  She and her
team will continue to develop the company's plan of reorganization
and capital structure, and prepare the company to emerge from
Chapter 11.

"Michele has the full confidence of our Board of Directors and
bankruptcy committees," said Ms. Fuller.  "Assuming that we
continue with the progress we've made in our restructuring, and
Mirant's bankruptcy committees accept our plan of reorganization,
the company should emerge from Chapter 11 in the first half of
2005."

Since her arrival in May, Ms. Burns has also been building a
finance team to position the company for emergence from Chapter
11, and more fully enable her to lead the company's restructuring.

Last week, Lamar Chesney, 55, joined the company as senior vice
president, finance.  He will lead Mirant's supply chain management
and International finance functions, and prepare the company for
emergence from bankruptcy.  Prior to joining Mirant, Mr. Chesney
held various executive finance positions with Delta Air Lines and
The Coca-Cola Company.

Mirant also hired Steve Astren, 57, as vice president, tax.  He
will report to Burns and lead all of Mirant's tax functions.
Prior to joining Mirant, Mr. Astren was a partner at Deloitte &
Touche.

In June, Terry Thompson, 31 joined Mirant as vice president of
restructuring.  Mr. Thompson's focus is on the development of the
plan of reorganization and working with the various committees
associated with Mirant's Chapter 11 case.

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 CORP: Gets Court Nod to Implement Employee Severance Plan
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
permitted Mirant Corporation and its debtor-affiliates to:

    (a) implement the Key Employee Retention Program Severance
        Plan;

    (b) continue the General Severance Plan currently in effect
        for non-Key Employees;

    (c) modify the Change in Control Documents; and

    (d) modify the severance waiver to exclude claims arising
        under Retention Agreements.

                        KERP Severance Plan

As reported in the Troubled Company Reporter on July 28, 2004,
under the KERP Severance Plan, until one year after the Debtors'
emergence from Chapter 11, Management Council Key Employees are
entitled, upon termination without cause, to a severance payment
totaling 24 months' base salary plus target Short-Term Incentive
and 24 months of medical benefits.  Under the KERP Severance Plan,
non-Management Council Key Employees are entitled, upon
termination without cause, to participate in the General Severance
Plan the Court previously approved until one year after the
Debtors' emergence from Chapter 11.

The Debtors believe that the availability of the KERP Severance
Plan during the year after emergence from Chapter 11 provides an
additional level of security as the Debtors approach their
emergence from Chapter 11.  Any amounts paid under the KERP
Severance Plan are in addition to amounts paid to a severed
employee under the terms of Phase I and Phase II of the KERP.

             Modification of Change in Control Benefits

Prior to the Petition Date, Robin E. Phelan, Esq., at Haynes and
Boone, LLP, in Dallas, Texas, relates that the Debtors implemented
the Mirant Services LLC Change in Control Severance Plan and the
Mirant Services LLC Executive Change in Control Severance Plan.
The Change in Control Severance Plans were designed to provide
severance benefits to the Debtors' employees whose employment is
terminated subsequent to a change in control of Mirant.

In addition, prior to the Petition Date, the Debtors implemented
the Amended and Restated Mirant Corporation Change in Control
Benefit Plan Determination Policy.  The CIC Determination Policy
governs the determination of a "change in control" of Mirant and
the benefits to be provided to employees under certain benefit
plans in the event of a Change in Control.  Besides establishing
the definition of Change in Control, the CIC Determination Policy
provided for the vesting and payment of accrued obligations and
benefits under the Incentive Plan, Non-Qualified Benefit Plans,
Supplemental Compensation Plan, Retention Agreements and Change in
Control Agreements.  Furthermore, a number of senior employees,
some of whom are Key Employees, are parties to prepetition change
in control agreements with the Debtors that provide for benefits
that are in excess of entitlements under the Change in Control
Severance Plans.

The Debtors estimate that there are contingent claims against the
Debtors arising under the Change in Control Documents totaling in
excess of $110,000,000 in the aggregate.  About $22,000,000 of the
aggregate claim represents Key Employees' contingent claims
against the Debtors arising under the Change in Control Documents.
As part of the global resolution of various outstanding employee
compensation and benefit issues identified by the Examiner and as
a condition precedent to implementation of the KERP and the KERP
Severance Plan with respect to any particular employee and
modification of the current General Severance Plan, the Debtors
will modify or otherwise terminate the Change in Control Documents
to eliminate any liability that may be triggered by the Debtors'
Chapter 11 cases or transactions in connection with the Debtors'
emergence from Chapter 11.

               Continuation of General Severance Plan

In addition to living with the day-to-day uncertainty regarding
their own job security during the Debtors' Chapter 11 cases, Mr.
Phelan says that the Debtors' employees also possess very real and
personal concerns about their job security upon and after the
Debtors' emergence from Chapter 11.  The Debtors have discussed
these concerns with the Examiner and have determined that
providing a greater degree of certainty with respect to employee
obligations is in the best interests of the Debtors as well as
their employees.  The Debtors believe that it is appropriate that,
in connection with the modification of the Change in Control
Documents, they continue the General Severance Plan currently in
effect for employees until one year after the Debtors' emergence.
The Debtors believe that the availability of the current General
Severance Plan through the year after emergence from Chapter 11
provides an additional level of certainty as the Debtors approach
emergence and that the Debtors' employees value the certainty
substantially more than they value any contingent obligations
owing under the Change in Control Documents.

Thus, while payments to a severed employee under the previously
approved General Severance Plan or the KERP Severance Plan will
reduce any distribution that the employee is otherwise entitled to
receive on account of an allowed claim under any employment or
severance agreement, the receipt of enhanced severance will be in
lieu of entitlement to treatment as an administrative claim, any
claim a severed employee may have on account of any Retention
Agreements, employment agreements, severance agreements or
employee benefit plans.

                 Modification of Severance Waivers

Pursuant to the Court's order, dated November 19, 2003, employees
are not required to waive claims arising under "employment and/or
severance agreements" as a condition precedent to receiving
enhanced severance under the Debtors' General Severance Plan so
that they do not have to weigh the probability of a successful
recovery on contractual claims against the certainty of receiving
a relatively reduced severance payment while facing unemployment.
While the Debtors did not previously expressly include Retention
Agreements within the definition of "employment agreement" as used
in the November 19th Order, thereby requiring severed employees to
waive claims arising under their Retention Agreements to receive
enhanced severance, the Debtors believe that it is appropriate
that the term "employment agreement" be expanded to include
Retention Agreements, so that severed employees under the General
Severance Plan as well as the KERP Severance Plan are not
similarly compelled to weigh the probability of a distribution on
account of a contractual claim under the Retention Agreements
against the certainty of receiving the enhanced severance.

Moreover, the Debtors have determined that waiving claims against
active employees for the recovery of amounts arising from the
Initial Funding is fair and reasonable and benefits the Debtors'
estates.  Although no litigation currently exists between the
parties, the threat of litigation exists in light of the
contentions by certain parties that the Initial Funding was
inappropriate and represents an avoidable transfer.  Nevertheless,
the Debtors believe that the uncertainties and costs associated
with litigating the claims will outweigh the benefits, if any,
that would be derived from a successful avoidable transfer action.

                        Retention Agreements

Prior to the Petition Date, the Debtors were parties to various
retention agreements with certain of their employees, including
certain of the Key Employees.  On the Petition Date, the Debtors
sought and obtained Court authority to make payments under the
Retention Agreements on an interim basis for 50 days.  With the
expiration of the initial 50-day period, the Debtors ceased paying
the employees under their Retention Agreements.  Accordingly, it
is likely that employees who are parties to the Retention
Agreements have claims against the Debtors for unpaid amounts
arising under the Retention Agreements.

As part of their ongoing contract assessment analysis, the Debtors
anticipate that they will reject the Retention Agreements.  The
Debtors believe that the KERP will replace the function of the
Retention Agreements and assist the Debtors in retaining employees
entitled to participate in the KERP in a manner that is more
consistent with the Debtors' current goals and circumstances than
the terms of the Retention Agreements.  Nevertheless, to avoid a
potential windfall as a result of the implementation of the KERP
to any Key Employee who also is party to a Retention Agreement,
any distributions based on allowed claims under the Retention
Agreements arising from payments accruing after January 14, 2004
under the terms of the Retention Agreements will be reduced by the
amount of any of the Remaining Payments and any payments under
Phase II of the KERP paid to that Key Employee.

Mr. Phelan contends that employees should not be compelled to
relinquish prepetition claims under Retention Agreements simply
because they need money currently to support their families while
they are unemployed.  The Debtors believe that it is appropriate
that the term "employment agreement" as used in the November 19th
Order be expanded to include Retention Agreements, so that severed
employees are not compelled to weigh the probability of a
distribution on account of a contractual claim against the
certainty of receiving the enhanced severance.  As provided in the
November 19th Order, any distributions an employee ultimately
receives on account of an allowed claim arising under a Retention
Agreement will be reduced by the amount of the severance payment.

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)


MORGAN STANLEY: S&P Affirms Low-B Ratings on Three Cert. Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on five
classes of Morgan Stanley Capital I, Inc.'s commercial mortgage
pass-through certificates from series 1999-LIFE1.  Concurrently,
the ratings are affirmed on seven other classes from the same
transaction.

The raised and affirmed ratings reflect credit enhancement levels
that provide adequate support through various stress scenarios.
They also reflect the stable performance of the seasoned pool.

As of the Aug. 16, 2004 remittance report, the collateral pool
consisted of 96 loans with an aggregate principal balance of
$558.7 million, down from 97 loans totaling $594 million at
issuance.  The master and special servicer, Wells Fargo Bank N.A.,
provided Dec. 31, 2003 net cash flow -- NCF -- debt service
coverage (DSC) figures for 93% of the pool.  Based on this
information, Standard & Poor's calculated a weighted average DSC
of 1.68x, up from 1.63x at issuance.  To date, the trust has
experienced no losses and all of the loans in the pool are
current, with the exception of one loan ($9.8 million, 2%), which
is in foreclosure.

The top 10 loans have an aggregate outstanding balance of
$198.3 million (36%).  The weighted average DSC for the top 10
loans increased to 2.08x, up from 1.98x at issuance.  The improved
DSC occurred despite the decline in performance of the sixth-
largest loan, which is on Wells Fargo's watchlist.  Standard &
Poor's reviewed property inspections provided by Wells Fargo for
all of the assets underlying the top 10 loans, and all were
characterized as "excellent" or "good."

According to Wells Fargo, there is only one specially serviced
loan ($9.8 million, 2%), the aforementioned loan in foreclosure.
Three industrial buildings in or around Detroit, Michigan totaling
260,000 rentable square feet -- RSF -- serve as collateral for the
loan.  The principal of the borrower, who was also one of two
tenants in the three buildings, filed for bankruptcy in 2002 and
vacated the properties.  Currently, only a temporary tenant
occupies one building.  While repairing the properties for some
deferred and necessary maintenance, Wells Fargo is attempting to
sell the assets and obtain an updated appraisal.  The loan could
suffer significant losses upon disposition due to the total
advancing on the loan, which is currently $3.1 million.

Wells Fargo's watchlist consists of 35 loans with an aggregate
outstanding balance of $146.5 million (26%).  The Center at Ramsey
in Ramsey, New Jersey is the fifth-largest loan in the pool with a
scheduled balance of $13.2 million (2%).  United Parcel Service
(46% RSF) had a lease expiration of Aug. 31, 2004, but renewed for
an additional five years.  The sixth-largest loan (12.9 million,
2%) in the pool is secured by a 150,350 RSF office building
located in the West Village section of New York, New York.

The loan was placed on the watchlist after a large tenant vacated.
Following a loan assumption earlier this year, the new borrower
has signed new leases to bring occupancy roughly to 100%.  In
addition to the preceding loans, 17 loans ($54.5 million, 10%) are
on the watchlist and are secured by industrial assets with
upcoming lease expirations or low occupancies.

The trust collateral is located across 26 states and only
California (13%), New York (12%), and Florida (11%) account for
more than 10% of the pool balance.  Property concentrations
greater than 10% of the pool balance are found in retail (30%),
industrial (26%), office (22%), and multifamily (17%) property
types.

Standard & Poor's stressed various loans with credit issues as
part of its pool analysis.  The resultant credit enhancement
levels support the raised and affirmed ratings.

                         Ratings Raised

                 Morgan Stanley Capital I, Inc.
     Commercial mortgage pass-thru certs series 1999-LIFE1

                    Rating
          Class   To      From     Credit Enhancement
          -----   --      ----     ------------------
          B       AAA     AA                   17.81%
          C       AA-     A                    13.56%
          D       A       A-                   11.96%
          E       BBB+    BBB                   9.57%
          F       BBB     BBB-                  8.24%

                        Ratings Affirmed

                 Morgan Stanley Capital I, Inc.
     Commercial mortgage pass-thru certs series 1999-LIFE1

              Class   Rating   Credit Enhancement
              -----   ------   ------------------
              A-1     AAA                  21.53%
              A-2     AAA                  21.53%
              H       BB+                   6.11%
              J       BB                    4.79%
              K       BB                    3.99%
              L       B+                    2.92%
              X       AAA                    N/A

               N/A -- Not applicable.


NATIONAL CENTURY: Avidity Wants to Recover Preferential Transfers
-----------------------------------------------------------------
Thomas E. Patterson, Esq., at Klee, Tuchin, Bogdanoff & Stern, in
Los Angeles, California, relates that NPF XII, Inc., National
Century Financial Enterprises, Inc. debtor-affiliate, obtained
financing for its activities through the issuances of notes under
and pursuant to that certain NPF XII, Inc., Health Care
Receivables Securitization Program Notes Master Indenture, dated
as of March 10, 1999, among NPF XII, National Premier Financial
Services, Inc., as servicer, and Bank One, N.A., as indenture
trustee.  The Master Indenture contemplated that notes could be
issued under the Master Indenture, or pursuant to one or more
supplemental indentures providing for the issuance of a series of
notes.

NPF XII, NPFS and Bank One entered into that certain Seventh
Supplemental Indenture dated December 27, 2000, to provide for the
issuance of certain Series 2000-4 Notes.  The Series 2000-4 Notes
were to be issued by NPF XII as variable funding notes -- each
Note was issued in a maximum face amount, but without necessarily
a concurrent advance by the holder of the Note.  Advances could
then be made by the holder of the Note subsequent to the issuance,
up to the maximum face amount of the Note.  Under the Seventh
Supplemental Indenture, the maximum amount of Series 2000-4 Notes
that could be issued was $600,000,000.

                    The Note Purchase Agreement

NPF XII, as issuer, NPFS, Credit Suisse First Boston New York
Branch, as agent and as managing agent, Alpine Securitization
Corp., as Conduit Purchaser, and CSFB New York, as Committed
Purchaser, entered into a Note Purchase Agreement on December 27,
2000.  Pursuant to the Note Purchase Agreement, NPF XII agreed to
issue, and CSFB New York and Alpine agreed to purchase a Series
2000-4 Note.  The maximum amount of the Series 2000-4 Note that
CSFB New York and Alpine committed to purchase was set initially
at $100,000,000.  CSFB New York and Alpine agreed to fund advances
up to $100,000,000.

NPF XII as issuer, NPFS, CSFB New York as agent, managing agent
and Committed Purchaser, and Alpine as Conduit Purchaser entered
into several amendments to the Note Purchase Agreement:

    * Amendment Agreement No. 1 on February 1, 2001,
    * Amendment Agreement No. 2 on February 9, 2001,
    * Amendment Agreement No. 3 on March 1, 2001, and
    * Amendment Agreement No. 4 on September 2, 2002.

The Fourth Amendment increased both the maximum amount of the
Series 2000-4 Notes to be purchased under the Note Purchase
Agreement and the maximum amount that CSFB New York and Alpine
committed to advance under the Note Purchase Agreement by
$75 million, from $222,549,020 to $297,549,020.

On September 4, 2002, NPF XII received a $75,000,000 advance from
CSFB purportedly under the Series 2000-4 Note and the Fourth
Amendment.

Subsequently, NPF XII made several transfers:

    (1) On September 6, 2002, NPF XII transferred $1,000,000 to
        CSFB New York for and on account of a purported
        Arrangement Fee related to the CSFB Advance under and
        pursuant of the Fourth Amendment and the terms of that
        certain Supplemental Fee Letter, dated as of September 4,
        2002, by and among NPF XII, NPFS, Alpine and CSFB New
        York.

    (2) On September 13, 2002, NPF XII transferred $25,000,000 to
        or for the benefit of CSFB New York, CSFB Cayman and
        Alpine in partial repayment of the CSFB Advance.

    (3) On September 25 2002, NPF XII transferred $50,000,000 to
        or for the benefit of CSFB New York and CSFB Cayman and
        Alpine in partial repayment of the CSFB Advance.

    (4) On October 1, 2002, NPF XII transferred to or for the
        benefit of CSFB $64,458, representing accrued interest on
        the CSFB Advance during September 2002.

    (5) On October 1, 2002, NPF XII transferred to or for the
        benefit of CSFB $44,625, representing certain fees accrued
        under the Supplemental Fee Letter.

CSFB, CSFB New York, CSFB Cayman and Alpine are affiliated
entities that are, or have been, involved in a common arrangement,
venture or scheme with respect to the Series 2000-4 Note, the
precise contours of which are unknown to Avidity Partners, LLC.
As part of this venture, common arrangement or scheme, CSFB, CSFB
New York, CSFB Cayman and Alpine are sharing or have shared the
economic interest associated with the Series 2000-4 Note and any
payments received on account of that Note.

Mr. Patterson reports that CSFB New York filed one or more proofs
of claim against NPF XII on behalf of itself and certain
affiliates, including CSFB and CSFB Cayman.  The Proofs of Claim
seek payment on account of the unpaid portion of the Series 2000-
4 Note and various fees and expenses allegedly due and owing to
CSFB New York on account of the Series 2000-4 Note.  In connection
with the Proofs of Claim, CSFB New York states that CSFB Cayman is
the holder of the Series 2000-4 Note on account of which the
Second Transfer and the Third Transfer were made.

Avidity Partners, LLC, as trustee of the CSFB Claims Trust,
alleges that on or after August 20, 2002, NPF XII transferred its
property to or for CSFB's benefit, including the First Transfer,
the Second Transfer, the Third Transfer, the Fourth Transfer and
the Fifth Transfer, together with other transfers as may have been
made.  Each of the Transfers was made on account of an antecedent
debt owed by NPF XII.

The CSFB Claims Trust is a representative of the NPF XII estate.
The CSFB Claims Trust Agreement was executed on the Effective
Date, thereby transferring the CSFB Claims to the CSFB Claims
Trust and appointing the CSFB Claims Trust to pursue the CSFB
Claims for the benefit of the estate.

At the time the Transfers were made to or for the benefit of CSFB,
Mr. Patterson notes, CSFB was a creditor of NPF XII.

Mr. Patterson asserts that the Transfers enabled CSFB to receive
more than it would have received if:

    (a) NPF XII's Chapter 11 case had been a Chapter 7 case;

    (b) the Transfers had not been made; and

    (c) CSFB received payment of the debt pursuant to the
        provisions of the Bankruptcy Code.

Mr. Patterson contends that Avidity may avoid the Transfers.  The
avoided Transfers are automatically preserved for the benefit of
NPF XII's estate pursuant to Section 550 of the Bankruptcy Code.

Avidity may recover from CSFB, as initial transferee of the
Transfers, or as the entity for whose benefit the Transfers were
made, for the benefit of NPF XII's estate, the Transfers or, if
the U.S. Bankruptcy Court for the District of Ohio so orders, the
value of the Transfers.  In either event, Avidity may recover
prejudgment interest, costs and attorneys' fees.

Accordingly, Avidity asks the Court to:

    (a) avoid all Transfers shown to be preferential;

    (b) preserve those Transfers for the benefit of NPF XII's
        estate;

    (c) order CSFB to pay the value of each avoided Transfers,
        together with prejudgment interest and costs, including
        attorney's and expert's fees; and

    (d) pursuant to Section 502(d) of the Bankruptcy Code, order
        that:

           -- no further distributions be made on account of the
              CSFB Proofs of Claim under the Plan; and

           -- CSFB return and disgorge any and all distributions
              received on account of the CSFB Proofs of Claim
              unless and until CSFB has paid to Avidity all sums
              ordered to be paid.

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- is the market leader
in healthcare finance focused on providing medical accounts
receivable financing to middle market healthcare providers.  The
Company filed for Chapter 11 protection on November 18, 2002
(Bankr. D. Ohio Case No. 02-65235).  Paul E. Harner, Esq., Jones,
Day, Reavis & Pogue represents the Debtors in their restructuring
efforts. (National Century Bankruptcy News, Issue No. 45;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NORTEL NETWORKS: Providing Wireless Services to T-Mobile USA
------------------------------------------------------------
T-Mobile USA, Inc., a wholly owned subsidiary of T-Mobile
International, the mobile arm of Deutsche Telekom AG (NYSE:DT),
awarded a wireless contract extension to Nortel Networks
(NYSE:NT)(TSX:NT) to provide GSM (Global System for Mobile
Communications), GPRS (General Packet Radio Service), EDGE
(Enhanced Data Rates for GSM Evolution) and packet core wireless
data network upgrades and associated professional services.

The extension calls for Nortel Networks to deploy wireless network
core and radio access products in strategic T-Mobile USA markets
including New York, Chicago, Dallas, Denver, Detroit, Phoenix and
Milwaukee.  GSM/GPRS/EDGE-ready infrastructure will enhance T-
Mobile USA's network quality and capacity in strategic markets;
and will enhance its ability to provide a common user experience
across a portfolio of advanced mobile services like visual
communications, two-way text messaging, instant messaging, Web
browsing and gaming.

"The wireless network deployments will enable T-Mobile USA to
leverage Nortel Networks presence across our national network to
provide greater capacity and quality in a very cost-effective
manner," said Sue Swenson, chief operating officer, T-Mobile USA.
"In addition to positioning us to support our growing subscriber
base, Nortel Networks is helping us deliver on our Get More(R)
promise to our customers and helping us ensure those customers
have a consistent, reliable, quality experience."

"We are excited to support T-Mobile USA in meeting the needs of
its growing network and are pleased they continue to rely on
Nortel Networks to deliver their Get More(R) promise to
subscribers," said Pascal Debon, president, Wireless Networks,
Nortel Networks.  "Our wireless solutions deliver carrier-grade
reliability, enabling T-Mobile USA to reduce its capital and
operating costs while empowering it to deliver a quality
experience overall."

Nortel Networks has supported GSM network planning and deployment
for T-Mobile USA since the company's inception as VoiceStream
Wireless in 1995.  Wireless data network infrastructure available
for deployment by T-Mobile USA under the extended agreement will
include products from Nortel Networks GSM/GPRS/EDGE radio access
portfolio, Base Station Controllers (BSC) and circuit/packet core
equipment including Mobile Switching Center/Call Server (MSC/CS)
and Nortel Networks Alteon Switched Firewalls and Application
Switches.  Nortel Networks is also the primary provider of Home
Location Register (HLR) infrastructure for T-Mobile USA's national
wireless network.

Nortel Networks has designed, installed and launched more than 300
wireless networks in over 50 countries.  Nortel Networks was the
industry's first supplier with wireless networks operating in all
advanced radio technologies (GSM/GPRS/EDGE, CDMA2000 1X and 1xEV-
DO, UMTS and WLAN), and is the only end-to-end provider of all
next generation wireless solutions.

                    About T-Mobile USA, Inc.

Based in Bellevue, Washington, T-Mobile USA, Inc. is a member of
the T-Mobile International group, the mobile telecommunications
subsidiary of Deutsche Telekom AG (NYSE:DT).  T-Mobile operates
the largest GSM/GPRS 1900 voice and data network in the country,
reaching over 253 million people including roaming and other
agreements.  In addition, T-Mobile operates the largest carrier
owned Wi-Fi wireless broadband network in the country, available
in more than 4,700 public access locations including Starbucks
coffeehouses, Borders Books and Music, FedEx Kinko's Office and
Print Centers, Hyatt Hotels and Resorts, airports and selected
American Airlines Admirals Clubs, Delta Air Lines Crown Rooms,
United Airlines Red Carpet Clubs and US Airways Clubs.  Through
its Get More(R) promise, T-Mobile provides customers with more
minutes, more features and more service.  For more information,
visit the company web site at http://www.t-mobile.com/

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 Nortel 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,
Nortel'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.


NORTHWEST AIRLINES: Sues Sabre Travel for Breach of Contract
------------------------------------------------------------
Northwest Airlines (Nasdaq: NWAC) filed a lawsuit against Sabre
Travel Network (NYSE: TSG) in the U.S. District Court for the
District of Minnesota.

In a news release issued on Aug. 24, Sabre announced that it
instituted measures that will make it more difficult for travel
agents to view Northwest flights and sell Northwest tickets.

The airline's suit alleges that Sabre's bias action against
Northwest flights in the airline schedules it provides to travel
agents are in breach of the contact Sabre signed with Northwest in
July of 2003.  That agreement specifically prohibits the bias
imposed by Sabre yesterday.

"Sabre has clearly breached our contract with the actions they
initiated on Aug. 24," said Al Lenza, vice president of
distribution and e-commerce.

The federal lawsuit seeks damages to compensate Northwest for the
impact on its business resulting from Sabre's actions.

"The bias they have imposed against Northwest flights are denying
the flying public a fair and complete choice of both schedules and
fares," Mr. Lenza added.

On Aug. 24, Northwest Airlines announced steps to align its
distribution costs with those of the low-cost carriers it
increasingly is competing with for customers.

                         *     *     *

As reported in the Troubled Company Reporter on July 30, 2004,
Standard & Poor's lowered its ratings on Northwest Airlines Corp.
and its Northwest Airlines, Inc., subsidiary, including lowering
the corporate credit rating to 'B' from 'B+'. The 'B+' bank loan
rating was not lowered, and a recovery rating of '1' assigned,
reflecting strong collateral protection for that facility.  Some
enhanced equipment trust certificates were lowered by more than
one notch, reflecting evaluation of collateral coverage and other
protections for individual securities.

"The downgrade of Northwest's corporate credit rating is due to
concerns that the airline's ongoing efforts to lower its labor
costs, while likely to achieve some savings, may nonetheless leave
it at a competitive labor cost disadvantage over the long term,"
said Standard & Poor's credit analyst Philip Baggaley.  "In
addition, Northwest, like other U.S. airlines, is under pressure
from high fuel prices and rising price competition in the domestic
market, which have delayed and weakened an anticipated recovery in
earnings and cash flow," the credit analyst continued.  The
revised ratings reflect a weak airline industry revenue
environment, substantial debt and pension obligations, and a need
to lower its relatively high labor costs.  However, the airline's
credit profile benefits from substantial liquidity, with
$2.9 billion of unrestricted cash, and ongoing cost-cutting
efforts.  Northwest's management is seeking to negotiate
concessions from the airline's labor groups, but faces a challenge
in persuading unions to accept needed cost-saving changes, given
the company's ample near-term liquidity.  The pilot union is
considered to be most receptive to these proposals, and has
already made an offer to cut compensation, though not to the
extent sought by management.

The $975 million credit facility available to Northwest Airlines,
Corp., and Northwest Airlines, Inc., is rated one notch higher
than the corporate credit rating.  The recovery rating is '1',
indicating a high expectation of full recovery of principal in the
event of bankruptcy.  The facility, which consists of a
$725 million revolving credit facility due October 2005 and a
$250 million 364-day revolving credit facility expiring October
2004 (renewable annually, but any amounts outstanding upon
nonrenewal would be due October 2005), is secured by Northwest
Airlines, Inc.'s Pacific routes and certain aircraft.  The routes,
which include valuable rights to serve restricted markets such as
Japan and China, and routes that are for cargo flying, should be
attractive to other U.S. airlines.  Standard & Poor's discounted
the appraised values of these routes in its simulated default
scenario to replicate the conditions under which these routes
might be repossessed and sold.  The credit facility is secured
also by certain aircraft, but their value is believed to be
minimal.  Even after the discounts applied in a simulated default
scenario, amounts drawn under the credit facility should be
repaid.

The long-term rating outlook is negative.  Ratings could be
lowered if the company does not make significant progress in
lowering its high labor costs and renewing its $975 million of
bank credit facilities.  Pressure on operating results due to
industrywide factors such as high fuel prices or renewed terrorist
attacks could also prompt a downgrade.


NORTHWEST AIRLINES: Proposed Fees Would Violate Worldspan Pacts
---------------------------------------------------------------
Northwest Airlines' plan to charge United States and Canadian
travel agencies a "Shared GDS Fee" on Northwest travel in the U.S.
would violate agreements Worldspan, L.P. has with Northwest.

Northwest's proposed "Shared GDS Fee" would also amount to a
hidden fare increase to consumers and corporations and undermine a
healthy and competitive agency distribution channel that provides
comprehensive choices in air travel.  Worldspan remains committed
to vigorously protecting the interests of its traditional and
online travel agency customers who play a vital role serving
consumers, corporations and the travel industry.

Worldspan is shocked by Northwest's announcement.  Based on its
agreements with Northwest, Worldspan firmly believes that the fees
Northwest says it intends to bill to travel agencies cannot be
charged to Worldspan's traditional or online travel agencies.

Northwest's position that they need to lower their distribution
costs is precisely what led Worldspan to enter into a long-term
agreement with Northwest in September of 2003 to help them do just
that.

Worldspan intends to remain in full compliance with its agreements
with Northwest, and expects Northwest to do the same.  Worldspan
is prepared to take all appropriate steps to enforce its
agreements with Northwest and prevent breaches of these
agreements.

Worldspan is a leader in travel technology services for travel
suppliers, travel agencies, e-commerce sites and corporations
worldwide.  Utilizing some of the fastest, most flexible and
efficient networks and computing technologies, Worldspan provides
comprehensive electronic data services linking approximately 800
travel suppliers around the world to a global customer base.
Worldspan offers industry-leading Fares and Pricing technology
such as Worldspan e-Pricing(R), hosting solutions, and customized
travel products.  Worldspan enables travel suppliers, distributors
and corporations to reduce costs and increase productivity with
technology like Worldspan Go!(R) and Worldspan Trip Manager(R) XE.
Worldspan is headquartered in Atlanta, Georgia.  Additional
information is available at http://www.worldspan.com/

Northwest Airlines is the world's fifth largest airline with hubs
at Detroit, Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam,
and approximately 1,500 daily departures.  Northwest and its
travel partners serve nearly 750 cities in almost 120 countries on
six continents.

                         *     *     *

As reported in the Troubled Company Reporter on July 30, 2004,
Standard & Poor's lowered its ratings on Northwest Airlines Corp.
and its Northwest Airlines, Inc., subsidiary, including lowering
the corporate credit rating to 'B' from 'B+'.  The 'B+' bank loan
rating was not lowered, and a recovery rating of '1' assigned,
reflecting strong collateral protection for that facility.  Some
enhanced equipment trust certificates were lowered by more than
one notch, reflecting evaluation of collateral coverage and other
protections for individual securities.

"The downgrade of Northwest's corporate credit rating is due to
concerns that the airline's ongoing efforts to lower its labor
costs, while likely to achieve some savings, may nonetheless leave
it at a competitive labor cost disadvantage over the long term,"
said Standard & Poor's credit analyst Philip Baggaley.  "In
addition, Northwest, like other U.S. airlines, is under pressure
from high fuel prices and rising price competition in the domestic
market, which have delayed and weakened an anticipated recovery in
earnings and cash flow," the credit analyst continued.  The
revised ratings reflect a weak airline industry revenue
environment, substantial debt and pension obligations, and a need
to lower its relatively high labor costs.  However, the airline's
credit profile benefits from substantial liquidity, with
$2.9 billion of unrestricted cash, and ongoing cost-cutting
efforts.  Northwest's management is seeking to negotiate
concessions from the airline's labor groups, but faces a challenge
in persuading unions to accept needed cost-saving changes, given
the company's ample near-term liquidity.  The pilot union is
considered to be most receptive to these proposals, and has
already made an offer to cut compensation, though not to the
extent sought by management.

The $975 million credit facility available to Northwest Airlines,
Corp., and Northwest Airlines, Inc., is rated one notch higher
than the corporate credit rating.  The recovery rating is '1',
indicating a high expectation of full recovery of principal in the
event of bankruptcy.  The facility, which consists of a
$725 million revolving credit facility due October 2005 and a
$250 million 364-day revolving credit facility expiring October
2004 (renewable annually, but any amounts outstanding upon
nonrenewal would be due October 2005), is secured by Northwest
Airlines, Inc.'s Pacific routes and certain aircraft.  The routes,
which include valuable rights to serve restricted markets such as
Japan and China, and routes that are for cargo flying, should be
attractive to other U.S. airlines.  Standard & Poor's discounted
the appraised values of these routes in its simulated default
scenario to replicate the conditions under which these routes
might be repossessed and sold.  The credit facility is secured
also by certain aircraft, but their value is believed to be
minimal.  Even after the discounts applied in a simulated default
scenario, amounts drawn under the credit facility should be
repaid.

The long-term rating outlook is negative.  Ratings could be
lowered if the company does not make significant progress in
lowering its high labor costs and renewing its $975 million of
bank credit facilities.  Pressure on operating results due to
industrywide factors such as high fuel prices or renewed terrorist
attacks could also prompt a downgrade.


OMNI FACILITY: Gets Nod to Obtain $5.3 Million of DIP Financing
---------------------------------------------------------------
Omni Facility Services, Inc., sought and obtained authority from
the U.S. Bankruptcy Court for the Southern District of New York to
obtain secured postpetition financing and use its lenders' cash
collateral.

The Debtors have authority to borrow up to $5,300,000 under a DIP
Financing Facility from Heller Financial, Inc., as administrative
agent for the Company's Prepetition Lenders, and continue to use
the lenders' cash collateral to finance their post-chapter 11
working capital needs.

When the Debtors filed for bankruptcy protection, they owed the
Prepetition Lenders not less than $43,800,000 in unpaid principal
plus accrued and unpaid interest, fees.

To secure the Prepetition Indebtedness, the Debtors granted the
Lenders security interests in and liens on substantially all of
their existing and after-acquired assets including, without
limitation, all equipment, inventory, documents, accounts, chattel
paper, instruments, investment property and general intangibles.
The Debtors assure the Court that the Prepetition Liens are valid,
binding, enforceable and perfected, with priority over all other
liens except any Priority Prepetition Liens, and are not subject
to avoidance or subordination pursuant to the Bankruptcy Code.

The Debtors believe that substantially all of their cash,
including cash in their deposit accounts, whether as original
collateral or proceeds of other Prepetition Collateral,
constitutes Prepetition Collateral and is therefore cash
collateral within the meaning of Section 363(a) of the Bankruptcy
Code.

The Debtors' need for financing is critical. In the absence of the
DIP Facility and authority to use Cash Collateral, the continued
operation of the Debtors' businesses would not be possible, and
serious and irreparable harm is inevitable.

The Debtors' authority to continue using the Lenders' cash
collateral expires on December 15, 2004.  The Debtors supplied the
Court with weekly budget through mid-September projecting:

                             6-Aug   13-Aug   20-Aug   27-Aug
                             -----   ------   ------   ------
  Operating Disbursements    3,185   2,335    2,421    2,464
  Operating Cash Flow          212   1,062       39      ($4)
  Total Disbursements          237      60       60       60
  Net Cash Flow                (25)   1,002     (21)     (64)
  Borrowing Base             13,200  12,036   11,583   11,045
  DIP Availability              170     159      179      212
  DIP Loan/Cash
    Collateral Balance        3,517   2,515    2,537    2,601

                             3-Sep   10-Sep   17-Sep
                             -----   ------   ------
  Operating Disbursements     3,457   2,489    2,489
  Operating Cash Flow           (92)    876      (52)
  Total Disbursements           595      60       60
  Net Cash Flow                (687)    816     (112)
  Borrowing Base             12,910  11,879   11,638
  DIP Availability              585     606      641
  DIP Loan/Cash
    Collateral Balance        3,288   2,471    2,584

To adequately protect the Lenders against any diminution in the
value of their collateral, the Debtors grant them continuing,
valid, binding, enforceable and perfected postpetition security
interests and replacement liens on the Collateral.  As further
adequate protection of their interests, the Lenders are granted a
superpriority claim with priority over all administrative expense
claims and unsecured claims against the Debtors, now existing or
hereafter arising.  All mandatory prepayments required pursuant to
the Prepetition Credit Facility on account of asset sales,
insurance recoveries or condemnation claims will be made to Heller
Financial.

For the duration of the DIP Facility, the Debtors will:

   (a) insure the Prepetition Collateral in amounts and for the
       risks, and by the entities, as required under the
       Prepetition Credit Facility and

   (b) maintain the cash management system in effect as of the
       Petition Date.

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


OWENS CORNING: Bondholders Press for an Asbestos Claims Bar Date
----------------------------------------------------------------
In connection with the request of the Official Committee of
Unsecured Creditors of the chapter 11 cases of Owens Corning and
its debtor-affiliates, Richard W. Riley, Esq., at Duane Morris,
LLP, in Wilmington, Delaware, on behalf of the Ad Hoc Committee of
Bondholders, notes that there has been significant media attention
recently to the Johns Hopkins study published by certain
researchers who examined a random sample of radiographs.  The
study shows that 96% of the radiographs presumably showed lung
abnormalities according to initial readings by physicians retained
by asbestos plaintiffs' counsel.  Of the sample examined by the
researchers, only 4.5% of the radiographs were actually found to
demonstrate lung abnormalities.

A free copy of the Johns Hopkins study is available at:


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

"The researchers' conclusion is striking," Mr. Riley says.  "The
study is one more bit of information that calls into question the
validity of certain of the non-malignant asbestos claims asserted
against the Debtors and underscores the need for a process that
will enable the claims to be tested."

The Committee's request for an asbestos-related personal injury
claims bar date was reported in the Troubled Company Reporter on
April 28, 2003, and August 4, 2004.

Mr. Riley maintains that the bar date process will provide a sound
basis for the estimation proceedings that will ultimately
determine the Debtors' present and the future asbestos personal
injury liabilities for purposes of a plan or reorganization.

                           Objections

(1) Future Asbestos Claimants' Representative

James J. McMonagle, the legal representative for future claimants,
asserts that the issuance of a bar date order for present asbestos
personal injury claims:

   (a) is not mandatory;

   (b) would serve no valid purpose; and

   (c) would impose exorbitant costs and delays to the severe
       detriment of deserving asbestos personal injury claimants
       who have already waited too long to be compensated for
       their injuries.

Sharon M. Zieg, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, argues that nothing in the Bankruptcy Code
mandates the imposition of a bar date for all claims.  The
Creditors Committee has not cited any Bankruptcy Code provision in
support of its position, but merely cited Rule 3003 of the Federal
Rules of Bankruptcy Rules.  Bankruptcy Rule 3003 does not oblige
the Court to impose an additional bar date for present asbestos
personal injury claims.

Granting the bar date request would result in an egregious waste
of resources and an interminable and prejudicial delay that would
severely diminish the assets available for the Section 524(g)
trust.  It will also threaten the ability of both current asbestos
personal injury claimants and persons who will assert to justly
recover on their claims and demands.

Mr. McMonagle insists that the interests of all parties will be
protected in the claims estimation process.  Mr. McMonagle
suggests that oral arguments be held on the Bar Date request and
on the objections to the Bar Date request.

Accordingly, Mr. McMonagle asks the Court to deny the Bar Date
request in all respects.

(2) Baron & Budd Claimants

Certain asbestos personal injury claimants represented by Baron &
Budd joins in Mr. McMonagle's Objection and Response.

(3) Asbestos Claimants Committee

Marla R. Eskin, Esq., at Campbell & Levine, LLC, in Wilmington,
Delaware, asserts that a bar date for asbestos claims is not
necessary for determining the amount of the Debtors' asbestos
liability for four reasons:

   (a) It would be wholly impractical to undertake the tens of
       thousands of individual jury trials necessary to
       adjudicate objections to the individual claims presented
       in the proofs of claims;

   (b) Estimation under Section 502(c)(1) of the Bankruptcy Code
       explicitly provides an alternative road to allowance where
       it is impractical to adjudicate individual claims;

   (c) The proofs of claim are not necessary to establish a
       "register" of Asbestos Claimants Eligible to Vote because:

       -- the protection sought by the Bank Debt Holders would
          waste an incalculable amount of the Court's time and
          the Debtors' resources without affecting the ultimate
          outcome of the vote in Owens Corning's case;

       -- the Bankruptcy Code and Bankruptcy Rules do not require
          that asbestos personal injury claimants either meet a
          Bar Date or file Proof of Claim forms to be eligible to
          vote;

       -- the Bankruptcy Code and Bankruptcy Rules provide for
          temporary allowance of claims for voting purposes, a
          process that does not entail a Bar Date or Proof of
          Claim forms; and

       -- the Bankruptcy Court has properly recommended that the
          Ballot Forms for Asbestos Personal Injury Claims be
          deemed Proof of Claim forms for voting purposes; and

   (d) The proposed proof of claim forms are excessive and
       burdensome.  It attempts to bypass discovery and subvert
       the procedural right of claimants.  The Bank Debt Holders'
       definition of who must file a claim is unfair.  The proof
       of claim should not require information bearing on claims
       against other defendants.

Ms. Eskin explains that in a mass tort case like Owens Corning
with hundreds of thousands of pending claims and a need to take
account of future claims as well, estimation is the only practical
course.  A Section 502(c) estimate is not a finding or a fixing of
the exact amount of the claim, but rather a reasonable
approximation of the claim or claims in question.  The court's
estimation options include:

   (i) accepting the claim at face value;

  (ii) estimating it at zero in which case its discharge is
       waived under Section 1141(d); and

(iii) arriving at an independent estimation by whatever means is
       appropriate.

To value the Debtors' liability for claims pending on the Petition
Date, the expert would typically:

   (i) group the pending claims into disease categories;

  (ii) discount the total number of pending claims by the
       Debtors' historical percentage of claims dismissed without
       payment; and

(iii) then multiply the remaining "likely to be paid" claims by
       the average resolution amount for each particular disease
       category.

In contrast, a bar date would serve no useful purpose for
determining the Debtors' aggregate asbestos liability.  Estimation
is an approximation, and necessarily involves comparing a known or
established quantum of data to the thing being estimated.  There
are only two possible "quantum of data" from which to estimate the
liability to present and future claimants:

   (i) the numbers and types of claims filed over the Debtors'
       20-year history of similar asbestos personal injury
       cases in the tort system and the values of these cases
       resolved under settlement criteria and methodology that
       the Debtors determined were most likely to minimize its
       overall liability; or

  (ii) whatever numbers of claims might be filed in response to a
       Bar Date Order, which have never been evaluated,
       litigated, or reduced to any liquidated value.

To establish a "known" value for the 200,000-plus Bar Date claims,
the Court would be required either to try each case to verdict or
to:

   -- analyze and evaluate at the very least a statistically
      valid sample of the claims;

   -- apply the Bank Debt Holders' "liability filters" as they
      apply to each individual claim; and

   -- value the claims that pass through the filter by comparison
      to jury verdicts in similar claims, if they could be found,
      or try the sample cases to juries in the Bankruptcy Court.

"This process would take years, if it could be done at all," Ms.
Eskin says.

In an estimation proceeding, the Bank Debt Holders can present
their own view of the Debtors' potential asbestos liability
through experts of its choosing.  From the estimation process, the
Court can determine the asbestos personal injury share of the
overall unsecured claims, and the percentage of their "full" value
to be paid claimants in the various categories.  The resulting
estimate does not, however, entitle any individual claimant to
payment.  It simply provides an accurate approximation of the
total amount of the Debtors' potential asbestos personal injury
liabilities, both present and future, that will be channeled to
the trust for evaluation and payment.

The use of estimation, rather than individual adjudication, is
particularly appropriate because there will be a Section 524(g)
injunction.  Thus, asbestos claimants will not receive a
distribution from the bankruptcy estate, but from the Section
524(g) trust, which will evaluate their claims and, in appropriate
cases, pay them.

(4) Owens Corning

The Debtors assert that the Bar Date Motion unnecessarily seek to
delay, and impose unnecessary expenses on, the estimation of
asbestos claims and demands.  There is no need to establish a bar
date and require detailed proofs of claim to collect more
information about asbestos claims before an estimation can occur.

The Official Committee of Unsecured Creditors' expert, Dr.
Frederick Dunbar, and other estimation experts retained in the
Debtors' case have previously estimated the Debtors' aggregate
asbestos liabilities based solely on their claims history.  So,
there is no need for an asbestos bar date or asbestos proof of
claim form.

Norman L. Pernick, Esq., at Saul Ewing, LLP, in Wilmington,
Delaware, contends that the only potential use for the asbestos
proof of claim is for voting purposes.  Thus, if the Court
believes that a bar date must be set, it should be set coterminous
with the voting deadline and for voting purposes.  The Bar Date
should not be for purposes of allowing or disallowing claims.
This will help avoid the deluge of claims, which would otherwise
be filed out of fear of being precluded from pursuing a claim.

The detailed proofs of claim proposed by the Bank Debt Holders are
simply not required for voting purposes.  Moreover, the Bank Debt
Holders failed to provide any justification for why asbestos
claimants should be subjected to a more onerous proof of claim
form than that required by Rule 3001(a) of the Federal Rules of
Bankruptcy Procedure and filed by other creditors in the Debtors'
cases.  Bankruptcy Rule 3001(a) merely requires that a proof of
claim be a written statement of the claim substantially conforming
to Official Form 10.  The asbestos ballots already reviewed by the
Court meet that requirement, and if proofs of claim are required,
it should suffice.

Headquartered in Toledo, Ohio, Owens Corning --
http://www.owenscorning.com/-- manufactures fiberglass
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts. The Company filed for chapter
11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom
represents the Debtors in their restructuring efforts.  At
June 30, 2004, the Company's balance sheet shows $7.3 billion in
assets and a $4.3 billion stockholders' deficit.  (Owens Corning
Bankruptcy News, Issue No. 82 Bankruptcy Creditors' Service, Inc.,
215/945-7000)


PACIFIC GAS: Says Confirmation Order Should've Stopped 31 Lawsuits
------------------------------------------------------------------
Pursuant to the Confirmation Order, as of the Confirmation Date,
all creditors of Pacific Gas and Electric Company were enjoined
from:

   (a) commencing or continuing any action against PG&E with
       respect to a claim that arose before the Confirmation
       Date; and

   (b) collecting or enforcing a judgment on any Claim, except as
       otherwise provided in the Plan.

On April 12, 2004, the Plan Effective Date, PG&E was discharged
from any and all Claims that arose before the Confirmation Date.

Lisa A. Turbis, Esq., at Howard, Rice, Nemerovski, Canady, Falk &
Rabkin, in San Francisco, California, tells the Court that 31
plaintiffs have commenced and are pursuing lawsuits against PG&E
in courts throughout California that are subject to both the
discharge and the injunction imposed by the Plan and the
Confirmation Order.  The claims on which the Lawsuits are based
arose before the Confirmation Date.

Ms. Turbis asserts that by prosecuting or otherwise allowing the
Lawsuits to proceed against PG&E, the Plaintiffs have failed to
comply with the Confirmation Order and Section 524(a)(2) of the
Bankruptcy Code.  PG&E's informal efforts to obtain dismissals of
the Lawsuits have been unsuccessful.

Accordingly, PG&E asks the Court to enforce the Confirmation
Order by compelling the Plaintiffs to dismiss their Lawsuits
against PG&E or face sanctions.

                         Creditors Object

(A) DeSilva Gates Construction and DeSilva Gates

Steven M. Marden, Esq., at Burnham Brown, in Oakland, California,
asserts that DeSilva Gates Construction, LLP, and DeSilva Gates,
doing business as Gallagher & Burke, did not receive notice of
the deadline to file claims in Pacific Gas and Electric Company's
Chapter 11 case -- which PG&E now contends operate to bar
DeSilva's cross-complaints against it in the California state
court.  Mr. Marden points out that in In re Levine v. Maya
Constr. Co., 78 F.3d 1395, 1399 (9th Cir. 1996), the Ninth
Circuit held that the failure to give notice to a creditor of the
deadlines prevents the creditor's claims from being discharged by
the confirmation of the reorganization plan.  Thus, Mr. Marden
contends, enforcing the Confirmation Order would deny DeSilva due
process.

(B) Sensor Scan, Inc.

On behalf of the United States government and the State of
California, Sensor Scan filed a complaint against Pacific Gas and
Electric Company before the U.S. District Court for the Northern
District of California.  The Complaint is based on alleged
billing by PG&E of public entities for electricity that was not
provided by PG&E.

As a Qui Tam action, the Complaint was filed under seal.  Sensor
Scan also filed a claim in connection with the Qui Tam action on
behalf of the U.S. government and California, which were listed
as creditors.  After the seal was lifted by Judge Patel in the
Qui Tam action, Sensor Scan did not serve the complaint on PG&E
because of the bankruptcy stay.  Rather, Sensor Scan contacted
PG&E and then faxed the Complaint and order lifting the seal to
PG&E on April 2, 2003.  Unknown to Sensor Scan, PG&E was at the
same time objecting to Sensor Scan's Claim, contending that it
was untimely because it was a non-governmental entity claim.

Sensor Scan's counsel had moved its office since filing the
Claim.  The counsel, however, had an order with the post office
to forward mails to the new address.  Also, the counsel's fax
numbers and phone numbers never changed.  Hence, if any notice
was returned by the Post Office, PG&E could have easily contacted
Sensor Scan's counsel.  Moreover, Sensor Scan's April 2, 2003
letter to PG&E and the proof of service on the order lifting the
seal attached to that letter both had the counsel's correct
address.

According to Peter A. Urhausen, Esq., at Gibbons & Conley, in
Walnut Creek, California, Sensor Scan did not know that its Claim
was disallowed until it received a letter from PG&E on May 14,
2004.  Sensor Scan also had no notice of PG&E's objection to the
late claim until it received a letter from PG&E on May 28, 2004.
Curiously, PG&E sent both letters to the subsequent address of
Sensor Scan's counsel.

Mr. Urhausen relates that the Sensor Scan secretary in charge of
filing notices of change of address apparently failed to file one
with the Bankruptcy Court, although she did file a notice of
change of address with the Northern District Court in connection
with the Qui Tam action.  The attorneys involved in the case
failed to make sure the notice was filed.

Against this backdrop, Sensor Scan asks Judge Montali to deny
PG&E's request as to the Qui Tam action.

Mr. Urhausen asserts that PG&E's request to enforce the
Confirmation Order does not specifically address the Qui Tam
action.  Sensor Scan has no claim against PG&E other than on
behalf of the governmental entities, as a relator in the Qui Tam
action.  Sensor Scan is not a "plaintiff."  The real parties-in-
interest are the U.S. government and California.

Mr. Urhausen also points out that the Qui Tam action contains
claims on behalf of the U.S. government and California.  Neither
the order on PG&E's objection to Sensor Scan's claim or the order
confirming the Plan require a dismissal of the U.S. government's
and California's claims.  Consequently, the orders do not require
dismissal of the Qui Tam action.

PG&E's request should also be denied because:

   (a) PG&E's claims objection did not address the U.S.
       government's and California's claims, which are the only
       claims underlying the Qui Tam action;

   (b) PG&E made no attempt to serve the Claims objection or
       order on the U.S. government or California;

   (c) Sensor Scan did not receive notice of PG&E's March 28,
       2003 Objection to Sensor Scan's Claim or the April 28,
       2003 order until May 2004;

   (d) PG&E's request for confirmation of its Plan and the
       Court's November 22, 2003 order confirming the Plan did
       not list Sensor Scan's Claim as one of the claims
       disallowed, but instead Schedule 1.1 of PG&E's Composite
       Plan Supplement listed the Sensor Scan action as the
       pending claim that would proceed as if the bankruptcy
       proceedings had not occurred;

   (e) PG&E purportedly mailed notice of its Claims objection to
       the former address of Sensor Scan's counsel, despite
       actual knowledge of the new address and the fact that the
       counsel's phone and fax numbers never changed;

   (f) Sensor Scan's failure to file a normal Notice of Change of
       Address was based on a secretarial oversight and
       constitutes excusable neglect, and has not prejudiced
       PG&E; and

   (g) PG&E's objection to Sensor Scan's Claim was on its face
       without merit, unless it does not apply to the U.S.
       government's or California's claims.

(C) Randal S. Hensley

Mr. Hensley filed a wrongful termination and discrimination
lawsuit against PG&E in the Fresno County Superior Court on
May 7, 2002.  On December 19, 2002, PG&E filed a Notice of Stay
of Action in the Lawsuit.  On April 15, 2004, PG&E filed a Notice
of Termination of Automatic Stay in the Lawsuit.

As evidenced in the December 19 Notice and April 15 Notice,
including several other documents, Mr. Hensley points out that
PG&E is aware that he intends to hold PG&E liable.

Mr. Hensley has been suffering from a mental disability and has
been unable to contact or get an attorney to help file any formal
claim.  Accordingly, Mr. Hensley asks the Court to:

   (a) allow his claim as an informal claim;

   (b) deem Mr. Henley to have filed an informal claim; and

   (c) deny PG&E's request to enforce the Confirmation Order.

(D) Robert Rust and Nancy Rust

On April 2, 2001, four days before the Petition Date, Robert Rust
fell from a PG&E-owned and maintained utility pole while in the
course and scope of his employment with the Utility, then known
as Pacific Bell.  On March 22, 2002, Mr. and Mrs. Rust filed a
complaint in the Superior Court of the County of San Francisco
seeking damages for personal injuries and loss of consortium.

No further activity was undertaken in the State Court Action
until May 4, 2004, when a different attorney representing PG&E
filed an Answer in the State Court Action without any request
from Mr. and Mrs. Rust, or the State Court, that it do so.  PG&E
then propounded discovery requests, which were withdrawn when yet
a different attorney for PG&E filed the Utility's request to
enforce the Confirmation Order.

Given the proximity of Mr. Rust's accident to the Petition Date
and that Mr. and Mrs. Rust did not even seek counsel in the State
Court Action until March 2002, Mr. and Mrs. Rust admit that any
claim filed would have been late in any event.  Furthermore,
because their claim arises from an accident for with PG&E will
vigorously oppose the imposition of liability, Mr. and Mrs. Rust
believe that any previously filed claim would have been
contingent and for an unliquidated amount.  Any claim filing
would necessarily have required Mr. and Mrs. Rust to liquidate
their claim in the State Court.

Accordingly, Mr. and Mrs. Rust seek Judge Montali's permission to
liquidate their Claim in the State Court.  Mr. and Mrs. Rust
believe that PG&E will not suffer any legal prejudice.  PG&E has
already engaged counsel to defend it, and has already answered
the State Court Action.

                           PG&E Responds

On PG&E's behalf, Barbara Gordon, Esq., at Howard, Rice,
Nemerovski, Canady, Falk & Rabkin, in San Francisco, California,
asserts that the objections lack merit and should be overruled:

(A) DeSilva Gates Construction and DeSilva Gates

DeSilva Gates Construction and Gallagher & Burke were each
notified of the commencement of PG&E's Chapter 11 case on May 7,
2001.  Subsequently, DeSilva was also served with the notice of
the Claims Bar Date.

At DeSilva's attorneys' request, PG&E sent all notices to Burnham
Brown's business address.  Additionally, Burnham Brown requested
that Gallagher & Burke be included on the mailing matrix in care
of its attorneys.

Ms. Gordon contends that DeSilva fails to provide evidence of
non-receipt of the Bar Date Notice other than Mr. Marden's
conclusory declaration, which is devoid of any factual support
for his contentions.  Accordingly, DeSilva's unsupported and
dubious assertion that it did not receive the Bar Date Notice is
insufficient to rebut the presumption that DeSilva received the
Notice.

(B) Sensor Scan, Inc.

Sensor Scan states that it "has no claim against PG&E other than
on behalf of the governmental entities as a relator in this Qui
Tam action."  That being the case, Ms. Gordon asserts that Sensor
Scan has no claim at all, as both the claims of the U.S.
government and the State of California have been discharged.  The
Court disallowed the U.S. government's Claim on May 10, 2004.
Additionally, although California filed numerous claims in PG&E's
Chapter 11 case, California did not file a claim with respect to
the Qui Tam action.  Thus, the Sensor Scan litigation should be
dismissed.

(C) Randal S. Hensley

Ms. Gordon reminds Judge Montali that an informal proof of claim
must:

   (a) be in writing;

   (b) be filed with the court or delivered to one of the
       officials listed in Rule 5005(c) of the Federal Rules of
       Bankruptcy Procedure, within the established period for
       filing claims;

   (c) contain an explicit demand showing the nature and amount
       of the claim against the estate;

   (d) evidence an intent to hold the debtor or the bankruptcy
       estate liable.

Additionally, a writing allegedly constituting an informal claim
must be presented to the Court's attention, or served on the
trustee, or its legal equivalent, the debtor, within the period
for filing claims.

Ms. Gordon points out that in In re Kenitra, Inc., 53 B.R. 152,
154-55 (Bankr. D. Ore. 1985), the Oregon court held that a
complaint filed in another court cannot constitute an informal
proof of claim because it has not been brought to the attention
of any party connected with the bankruptcy case within the period
for filing claims.  Ms. Gordon also contends that a complaint
alone cannot constitute an informal claim because it does not
evidence the claimant's intent to hold the estate liable.

On two separate occasions, PG&E caused a proof of claim to be
sent to Mr. Hensley, and inexplicably, Mr. Hensley failed to file
any of the sent proofs of claim.  Mr. Hensley's contention that
he was unable to file a claim or seek assistance in filing the
claim is particularly dubious in light of his ability to file his
opposition to PG&E's request to enforce Confirmation Order and
appropriate Certificate of Service.

Should the Bankruptcy Court consider the filing of the State
Court Action as an informal claim, Ms. Gordon points out that the
filing was made after the September 5, 2001 Claims Bar Date.
Furthermore, Mr. Hensley fails to explain why he did not "amend"
the informal claim by filing one of the two proofs of claim sent
to him.

Headquartered in San Francisco, California, Pacific Gas and
Electric Company -- http://www.pge.com/-- a wholly owned
subsidiary of PG&E Corporation (NYSE:PCG), is one of the largest
combination natural gas and electric utilities in the United
States.  The Company filed for Chapter 11 protection on April 6,
2001 (Bankr. N.D. Calif. Case No. 01-30923).  James L. Lopes,
Esq., William J. Lafferty, Esq., and Jeffrey L. Schaffer, Esq., at
Howard, Rice, Nemerovski, Canady, Falk & Rabkin represent the
Debtors in their restructuring efforts.  On June 30, 2001, the
Company listed $23,216,000,000 in assets and $22,152,000,000 in
debts.  Pacific Gas and Electric emerged from chapter 11
protection on April 12, 2004, paying all creditors 100 cents-on-
the-dollar plus post-petition interest.  (Pacific Gas Bankruptcy
News, Issue No. 81; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


PAXSON COMMS: Liquidity Troubles Prompt S&P's B- Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Paxson Communications Corp. to 'B-' from 'B' due to the
lack of convincing progress toward completing a strategic
transaction that would boost liquidity.

The outlook is negative.  The West Palm Beach, Florida-based
television station owner and operator had approximately
$978.8 million of debt outstanding on June 30, 2004.

"The rating action reflects Standard & Poor's concerns that Paxson
has not executed a strategic transaction, including either an
investment by a strategic partner or an outright sale of the
company, that assures long-term liquidity," said Standard & Poor's
credit analyst Alyse Michaelson.  In the absence of a viable
longer-term strategy, concerns related to the cash flow generating
capabilities of Paxson's assets, its onerous debt burden with
certain debt requiring cash interest in 2006, and the redemption
request by the National Broadcasting Company, Inc., have
intensified.  Liquidity is far from sufficient to fund NBC's
roughly $575 million redemption request, although the redemption
request cannot trigger a default.

Cash balances of around $100 million, elevated by 2003 and early
2004 asset sales, provide near-term liquidity but are insufficient
to cover likely free cash flow deficits for more than two years.
Deficits are expected to widen in mid-2006 when cash interest
expenses will increase by $60 million annually, causing total cash
interest expenses to more than double.  Piecemeal asset sales are
likely to represent an essential source of liquidity in light of
free cash flow deficits and the absence of a strategic
transaction.  Although an improving ad environment could help
Paxson sell assets at better cash flow multiples, pricing could be
less robust than expected if buyers perceive that Paxson is
shedding assets under mounting financial pressure.

The rating on Paxson reflects the significant business and
financial risks related to the company's start-up television
network.  Paxson's challenges are compounded by the competitive
television broadcasting environment comprised of well capitalized
rivals and the lack of a relaxation of TV duopoly and
newspaper/broadcaster limits that has hampered its ability to
complete a strategic transaction.  High financial risk also
results from acquisition related debt and expensive debt-like
preferred stock, weak EBITDA, and negative discretionary cash
flow.  These factors are only partially offset by the company's
valuable programming distribution platform and station asset
values.


PEGASUS SATELLITE: Court Approves Final DirecTV-NRTC Settlement
---------------------------------------------------------------
The U.S. Bankruptcy Court approved the final settlement of legal
disputes Pegasus Satellite Television had brought against National
Rural Telecommunications Cooperative.

The Court approved a dismissal with prejudice of all claims
Pegasus brought against NRTC and DIRECTV and included a general
release to NRTC.  This is the last step in finalizing the
agreement between NRTC and DIRECTV that was announced June 1 and
settles all litigation among the parties.

"NRTC is pleased with the Court's decision," said Bob Phillips,
President and CEO of NRTC.  "NRTC and its members can now focus on
delivering programming from the leading satellite television
service and increasing the value of the service to subscribers
with innovations such as DIRECTV local-into-local service, digital
video recording, and high-definition programming."

"Members who currently provide DIRECTV service are now able to
quantify the terrific value they have built in their businesses
over the last decade, while still continuing to provide high-
quality local service," continued Mr. Phillips.  "And now, with
the June 1 agreement, all NRTC members can enter the business and
provide DIRECTV services in their communities and beyond,"
Phillips said.

The settlement approval allows DIRECTV to proceed with its plan to
acquire all of the DBS assets of Pegasus and eliminates the
litigation liability NRTC had faced pertaining to the June 1 deal.

"With these issues resolved, NRTC looks forward to delivering
DIRECTV satellite services and WildBlue satellite broadband
Internet access bundled on one dish," Mr. Phillips said.  NRTC and
its members will begin offering WildBlue broadband Internet
service in rural areas early next year.

                           About NRTC

NRTC leads and supports more than 1,200 member organizations by
delivering telecommunications solutions to strengthen member
businesses, promote economic development and improve the quality
of life in rural America.  The rural utilities that make up NRTC
offer services to more than 30 million rural households in the
United States.  For more information, visit http://www.nrtc.coop/

Headquartered in Bala Cynwyd, Pennsylvania, Pegasus Satellite
Communications, Inc. -- http://www.pgtv.com/-- is a leading
independent provider of direct broadcast satellite (DBS)
television.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. D. Me. Case No. 04-20889) on June 2,
2004.  Larry J. Nyhan, Esq., James F. Conlan, Esq., and Paul S.
Caruso, Esq., at Sidley Austin Brown & Wood, LLP, and Leonard M.
Gulino, Esq., and Robert J. Keach, Esq., at Bernstein, Shur,
Sawyer & Nelson, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $1,762,883,000 in assets and $1,878,195,000
in liabilities.


PENINSULA GAMING: S&P Lowers Credit & Debt Ratings One Notch to B
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured debt ratings on Peninsula Gaming LLC to 'B'
from 'B+' and removed the ratings from CreditWatch where they were
placed on Aug. 19, 2004.

The outlook is stable.  Total debt outstanding as of
June 30, 2004, was about $274 million.  Dubuque, Iowa-based
Peninsula owns and operates the Diamond Jo Casino, a riverboat
located in Dubuque, and Old Evangeline Downs, a pari-mutuel horse
racetrack and casino -- racino -- in Opelousas, Lousiana.

Diamond Jo Casino's EBITDA for the six months ended June 30, 2004,
declined about 7% year over year to $7.4 million due in part to
increased competition from an Indian casino that re-opened in
December 2003 and the addition of 250 gaming machines at its
closest competitor, Dubuque Greyhound Park.  "Despite the Diamond
Jo Casino's comparatively better performance, the Dubuque
Greyhound Park is expected to open a significant expansion in May
2005, and will likely pressure operating results in the
intermediate term," said Standard & Poor's credit analyst Peggy
Hwan.

Old Evangeline Downs opened its first phase of development, the
casino portion of its racino, in December 2003, three months
earlier than expected.  For the second quarter ended
June 30, 2004, Old Evangeline Downs generated EBITDA of
$3.9 million.  EBITDA for fiscal 2004 is expected to be materially
lower than Standard & Poor's original expectation.  Management
recently announced several efforts to address various operational
issues that have contributed to these disappointing results, such
as significant changes in management, more targeted marketing
programs, and a change to the mix of games on the slot floor.  Ms.
Hwan added, "These represent material steps, which underscore the
depth of the operational challenges at this property, and it will
likely take several quarters for [Old Evangeline Downs']
operations in Louisiana to realize the benefit of these changes."


PG&E NATIONAL: NEG & ET Holdings Object to $6.8MM Hoffman Claims
----------------------------------------------------------------
In the normal course of its business before the Petition Date,
NEGT Energy Trading Holdings Corporation hired energy traders.
In addition to a base salary, the energy traders received
discretionary short-term incentive plan awards and supplemental
incentive awards for the year 2001.

According to Martin T. Fletcher, Esq., at Whiteford, Taylor &
Preston, LLP, in Baltimore, Maryland, the supplemental incentive
award payments for 2001 were structured in that the recipient
received up to $500,000 of the supplemental incentive award in
March 2002.  Any amounts in excess of $500,000 were to be paid in
equal installments in October 2002 and October 2003.

Pursuant to the contemplated structure, ET Holdings paid
supplemental incentive awards as scheduled in March 2002 and
October 2002.  The scheduled October 2003 payments, however, have
not yet been made.  ET Holdings acknowledges that the payments
are due, and does not object to proofs of claim based on the
scheduled October 2003 payment obligation.

ET Holdings did not award any supplemental incentive awards for
the years 2002 and 2003.  Therefore, ET holdings, together with
National Energy & Gas Transmission, Inc., objects to any proofs
of claim based on purported supplemental incentive awards for
those years.

                      Adam Hoffman's Claims

Adam Hoffman was a trader employed by ET Holdings.  Mr. Hoffman
filed two claims, both asserting $6,805,670.  Claim No. 102 was
asserted against ET Holdings, while Claim No. 103 was asserted
against NEG.  Additionally, Mr. Hoffman filed a complaint in the
Circuit Court of Maryland for Montgomery County against NEG and
ET Holdings.  The Complaint was stayed after the Petition Date.

Based on the allegations set forth in the Complaint, Mr. Hoffman
contends that he is entitled to a supplemental incentive award
for the year 2001, as well as alleged supplemental incentive
awards for the years 2002 and 2003.  In addition, Mr. Hoffman
seeks "treble damages" pursuant to the Maryland Wage Payment and
Collection Act.

                    Claim Against ET Holdings

For the year 2001, Mr. Fletcher relates that ET Holdings made a
$1,000,000 supplemental incentive award to Mr. Hoffman.  Pursuant
to its supplemental incentive award payment structure, ET
Holdings paid Mr. Hoffman $500,000 in March 2002, and $253,791 in
October 2002.  ET Holdings did not pay Mr. Hoffman the remaining
$250,000 for his year 2001 supplemental incentive award.  ET
Holdings concedes that Mr. Hoffman is owed that amount.

Mr. Hoffman also alleges that he is owed a $1,000,000
supplemental incentive award for the year 2002 and a $1,000,000
supplemental incentive award for the year 2003.

But because all supplemental incentive awards were discretionary
in nature, Mr. Fletcher contends that the Maryland Wage Payment
and Collection Act is inapplicable to Mr. Hoffman's claims.
Therefore, ET Holdings object to the "treble damages" Mr. Hoffman
seeks.

                       Claim Against NEG

Although Mr. Hoffman was employed and paid by ET Holdings, he
also filed a claim against NEG.  Mr. Fletcher asserts that Mr.
Hoffman must look solely to ET Holdings for the payment of any
amount owed to him.  In the Complaint, Mr. Hoffman alleges that
NEG caused ET Holdings "to transfer to NEG, among other funds,
the monies available to pay [Mr. Hoffman] and other traders," and
that "NEG did not provide fair consideration to [ET Holdings] in
exchange for a distribution of [ET Holding's] funds to NEG."
Based on this allegation, Mr. Hoffman concludes that the
"distribution of the available cash to NEG was or will be a
fraudulent conveyance as to Mr. Hoffman and the other traders who
are owed supplemental compensation. . . ."

Mr. Fletcher argues that Mr. Hoffman lacks standing to bring a
claim against NEG.  The harm Mr. Hoffman alleges he suffered as a
result of the alleged fraudulent transfer is a generalized harm
suffered by ET Holdings.  Mr. Hoffman failed to state any
particularized harm he suffered, as distinguished from other ET
Holdings creditors.

Mr. Fletcher points out that in In re Enron Corp., 2003 Bankr.
Lexis 330 at 11 (Bankr. S.D.N.Y. 2003) (citing St. Paul Fire and
Marine Ins. Co. v. PepsiCo, Inc., 884 F.2d 688, 700 (2d Cir.
1989)), the New York court held that it is an established
principle of bankruptcy law that "[w]here a claim is generalized,
with no particularized injury stemming from it and where the
claim may be brought by any creditor, the trustee or debtor-in-
possession is the appropriate party to assert the claim."  Given
this, Mr. Hoffman states that only ET Holdings can assert the
claim, not Mr. Hoffman.  Mr. Hoffman's claims against NEG fail as
a matter of law.

As a result, NEG and ET Holdings ask the Court to:

   (a) reduce Mr. Hoffman's $6,805,670 claim against ET Holdings
       to $250,000;

   (b) fix and allow the Reduced Claim as a general unsecured
       non-priority claim; and

   (c) disallow Mr. Hoffman's claim against NEG.

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)


PURE TECH: U.S. Patent Office Grants P-Wave(R) Technology Patent
----------------------------------------------------------------
The United States Patent Office has granted the first patent
relating to Pure Technologies, Ltd.'s (TSX-V: PUR) P-Wave(R)
electromagnetic pipe inspection technology.

Related patent applications are pending in the U.S. and other
countries.  Pure Technologies expects that the patent will help to
solidify its position as a leading provider of non-destructive
inspection technologies for prestressed concrete pipelines in
North America and overseas.

Pure Technologies is an international technology company, which
has developed patented and proprietary technologies for management
and surveillance of critical infrastructure.  Applications for
these technologies include bridges, pipelines, nuclear power
plants, high-rise buildings, parking structures and other
structures throughout the world.  Pure designs and supplies the
systems and provides continuing remote monitoring and technical
support from its headquarters in Calgary, Canada, its subsidiary
in the United States, and a strategic partnership overseas.

At June 30, 2004, Pure Technologies stockholders' deficit narrowed
to $8,821,000.  At December 31, 2003, the company's equity deficit
was pegged at $9,884,000.


QWEST COMMS: Subsidiary Pays $569 Million Cash for 7.20% Notes
--------------------------------------------------------------
Qwest Communications International, Inc.'s (NYSE:Q) wholly owned
subsidiary, Qwest Corporation, purchased for cash approximately
$569 million aggregate principal amount of 7.20 percent notes due
November 1, 2004, under its previously announced tender offer for
approximately $750 million of outstanding notes.

A total of approximately $569 million, representing approximately
76 percent of the outstanding, in principal amount of QC notes
maturing in 2004 were tendered prior to 5:00 p.m. on August 24,
2004, (the Early Participation Payment Deadline), and have been
accepted for payment.  Holders who tendered by such time received
total consideration of $1,009.40 per $1,000 principal amount of
notes accepted for purchase, consisting of a purchase price of
$989.40 per $1,000 principal amount of notes and an early
participation payment of $20 per $1,000 principal amount of notes.
The settlement was completed Wednesday, Aug. 25, and interest was
paid up to, but not including, Wednesday.

The offer is scheduled to expire at midnight EDT, on Wednesday,
September 8, 2004, unless extended (the Expiration Time).  Holders
who validly tender their notes after the Early Participation
Payment Deadline and prior to the Expiration Time will receive the
purchase price of $989.40 per $1,000 principal amount of notes
accepted for purchase plus interest accrued up to, but not
including, the date on which payment for the notes is made.  Notes
tendered after the Early Participation Payment Deadline may not be
withdrawn.

Lehman Brothers and Goldman, Sachs & Co. are the dealer managers
for the offer.  Questions regarding the offers may be directed to
Lehman Brothers, Liability Management Group at (800) 438-3242
(toll-free) and (212) 528-7581, or Goldman, Sachs & Co., Credit
Liability Management Group, at (800) 828-3182 (toll-free) and
(212) 357-3019.

                       About Qwest

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

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


R.J.REYNOLDS: Moody's Affirms Ba2 Sr. Sec. & B2 Sr. Unsec. Ratings
------------------------------------------------------------------
Moody's Investors Service affirmed the ratings of RJ Reynolds
Tobacco Holdings and changed the outlook to negative from stable,
due to a recent ruling by a Canadian court ordering payment by a
subsidiary of Japan Tobacco of C$1.4 billion in owed taxes, for
which RJ Reynolds might need to indemnify Japan Tobacco in the
future; and to the upcoming start of a trial potentially leading
to significant damages brought by the US Department of Justice
against the industry, including RJ Reynolds Tobacco Company and
Brown & Williamson.

Ratings affirmed:

   * Guaranteed senior secured debt, at Ba2; and

   * Non-guaranteed senior unsecured debt, at B2.

The first factor driving the outlook change is the increased
possibility that RJ Reynolds might ultimately have to make a
substantial payment under an indemnity agreement with Japan
Tobacco.

In 1999, RJ Reynolds sold its international tobacco business to
Japan Tobacco.  As part of this transaction, RJ Reynolds and its
subsidiary RJR Tobacco agreed to indemnify Japan Tobacco against
liabilities, costs and expenses arising out of the imposition or
assessment of any tax with respect to the companies sold arising
prior to the sale.

On August 13, 2004 a Quebec Superior Court ordered JTI-MacDonald,
a subsidiary of Japan Tobacco formerly held by RJ Reynolds, to pay
C$1.4 billion (USD 1.1 billion) in allegedly owed taxes.  Quebec
alleges that JTI-Macdonald participated in the contraband trade in
cigarettes in order to avoid taxes from 1990 through 1998.  In
that operation, various Canadian companies allegedly shipped
cigarettes to American subsidiaries.  The cigarettes were then
allegedly sold to smugglers and smuggled back into Canada.  In
2003 the Canadian federal government filed a similar and parallel
claim in superior court in Ontario against RJ Reynolds and Japan
Tobacco.  Moody's notes that at this stage -- in spite of the
court-ordered payment -- it appears that no Canadian court has yet
determined wheher the alleged facts did occur.

On August 24, 2004, JTI-MacDonald sought bankruptcy protection
under Canada's Companies Creditors Arrangement Act, arguing that a
lockbox mechanism ordered by the Quebec Superior Court would have
deprived it of approximately 40% of its Canada-wide revenues, and
led to its rapid impossibility to pay off its creditors.  The Act
provides for initial protection from legal proceedings for up to
30 days, which can be extended at the discretion of the bankruptcy
judge.  It is unclear whether JTI-MacDonald will pursue appeal of
the decision from within the protection of the bankruptcy court,
or whether it will seek and obtain a settlement with the Province
of Quebec.  In a press release dated August 25, 2004, Japan
Tobacco has indicated that it will seek reimbursement from RJ
Reynolds under the indemnity agreement of any payment its
subsidiary might have to make due to the court order.

The second factor driving the outlook change is the upcoming
September 21,2004 start of the trial brought by the US Department
of Justice against the tobacco industry, including RJ Reynolds
Tobacco Company and Brown & Williamson.  Under an agreement as
part of the purchase of its operating assets, RJ Reynolds has
committed to indemnify Brown & Williamson for all future legal
payments.  In a recent pre-trial ruling, the judge that will
preside over trial has declined to cap the level of disgorgement
payments that might be required of the industry if it was found
liable.  Although this decision could be reversed by the District
of Columbia Court of Appeals during trial, it increases the
possibility of a high ultimate payment by RJ Reynolds and
potentially constrains financial flexibility.

These negative developments occur at a time when RJ Reynolds'
operating performance is improving, and the company stands to reap
substantial benefits from its merger with B&W.  On a standalone
basis (before merger with B&W), RJ Reynolds' operating profit in
the second quarter of 2004 increased to $257 million from $195
million in the second quarter of 2003 (before charges), as cost
reduction initiatives taken last year started to improve
profitability.  Moody's expects that merger-related synergies
could contribute to further significant improvement in debt
metrics (possibly bringing debt/EBIT before charges from 2.39 in
2003 to approximately 1 within two years), although free cash flow
benefits should be dampened by $700-800 million in cash
restructuring payments through 2006 and by a recently decided
increase in the dividend payment ratio policy from 50% to 75% of
net earnings.

Nonetheless, Moody's considers that the net positive effect on
operating metrics expected from the merger is currently more than
offset by the increased potential liability stemming from RJ
Reynolds' indemnity agreement with Japan Tobacco and from the
Department of Justice case.

An increase in the possibility of future payments under the
indemnity agreement or adverse rulings or verdict in the
Department of Justice case could place pressure on the ratings.

A reduction in the indemnity-related risk and an improvement in
the legal climate could eliminate this pressure, and could even
contribute to upward pressure, if the cash flow benefits from the
merger are not offset by possible passage in Congress of
regulation of the industry by the Food and Drug Administration at
terms unfavorable to RJ Reynolds.

R.J. Reynolds Tobacco Holdings, headquartered in North Carolina,
is a subsidiary of Reynolds American and is the parent company of
R.J. Reynolds Tobacco Company.  R. J. Reynolds Tobacco Company is
the second largest tobacco company in the United States.


RELIANCE: Liquidator Wants to Pay $375MM to Guaranty Associations
-----------------------------------------------------------------
M. Diane Koken, the Insurance Commissioner of the Commonwealth of
Pennsylvania, in her capacity as Liquidator of Reliance Insurance
Company, asks the Commonwealth Court of Pennsylvania to approve
her Second Proposal to distribute assets to State Guaranty
Associations.

Ann B. Laupheimer, Esq., at Blank Rome, LLP, in Philadelphia
Pennsylvania, explains that once an insolvent insurer like RIC is
placed in liquidation, State Guaranty Associations are compelled
to perform their statutory function of paying certain covered
claims pursuant to statutory limitations in each state.  Once a
Guaranty Association paid a covered claim that would otherwise
have been an obligation of the insolvent insurer, the Guaranty
Association becomes subrogated to the claim of the insured or the
claimant, and steps into the shoes of the policyholder for
purposes of the priority of distribution.  Based on the payment
of covered claims, Guaranty Associations in the RIC estate will
become the largest Class (b) policyholder claimants of the
estate.

Pursuant to Section 221.36 of the Pennsylvania Statute, the
Liquidator must seek authority from the Commonwealth Court to
disburse assets out of the insolvent insurer's marshaled assets
to any guaranty association.  Section 221.36 requires the
proposal to include:

   (a) A reserve for administrative expenses and secured claims;

   (b) Disbursement of assets marshaled to date and the prospect
       of future disbursement as assets become available;

   (c) Equitable allocation to the various guaranty associations;

   (d) Securing by the Liquidator of an agreement to return
       assets under certain circumstances to ensure pro rata
       distributions among members of the same creditor class;
       and

   (e) Potential reports by the guaranty associations.

The Liquidator proposes to distribute $375,000,000 in cash to the
Guaranty Associations.  In setting this amount, the Liquidator
considered the nature of the estate's assets.  The Liquidator
reserved sufficient assets to pay her administrative expenses as
well as the class (a) expenses of the Guaranty Associations.

According to Ms. Laupheimer, the Second Proposal provides the
Guaranty Associations, security funds or entities performing
substantially equivalent functions with early access to available
RIC funds to pay covered policyholder claims.  The Second
Proposal also provides the framework for future early access
distributions.  The Liquidator may make future distributions as
additional funds are collected and become available.

After consultation with the representatives of the Guaranty
Associations related with the National Conference of Insurance
Guaranty Funds, the Liquidator decided to use "paid loss and
ALAE" data in the allocation formula for distribution in the
Second Proposal, rather than claims payments made or to be made.
The allocation formula will take into consideration amounts
already received from the First Distribution.

After consultation with the representatives of the Life and
Health Insurance Guaranty Associations, the Liquidator determined
that, given amounts already paid to these Guaranty Associations
in the First Distribution, no Life and Health Insurance Guaranty
Associations will be eligible to receive an allocation under the
Second Proposal.

Fifty-three states stand to receive cash distributions:

               State                        Amount
               -----                        ------
               Alabama                  $6,688,773
               Alaska                    1,582,448
               Arizona                   1,282,338
               Arkansas                    307,214
               California               39,174,424
               Colorado                  4,333,668
               Connecticut               8,631,219
               Delaware                  1,196,314
               District of Columbia      1,463,147
               Florida                  48,608,156
               Georgia                   6,412,613
               Hawaii                    1,034,878
               Idaho                       312,517
               Illinois                  9,109,869
               Indiana                   1,221,600
               Iowa                      2,088,920
               Kansas                    2,890,403
               Kentucky                  3,171,112
               Louisiana                 8,852,927
               Maine                     1,159,122
               Maryland                  4,863,223
               Massachusetts             2,234,224
               Michigan                  8,602,575
               Minnesota                 2,770,863
               Mississippi               6,843,090
               Missouri                  5,928,348
               Montana                     208,332
               Nebraska                    984,230
               Nevada                      776,596
               New Hampshire             1,864,615
               New Jersey               21,123,111
               New Mexico                   64,903
               New York                 69,192,697
               North Carolina            9,284,659
               North Dakota                100,963
               Ohio                      1,654,166
               Oklahoma                  3,182,281
               Oregon                    2,844,810
               Pennsylvania             25,662,176
               Puerto Rico                       0
               Rhode Island              1,759,840
               South Carolina            6,031,300
               South Dakota                260,723
               Tennessee                 5,400,780
               Texas                    27,620,815
               Utah                      1,330,013
               Vermont                     774,543
               Virgin Islands                    0
               Virginia                  5,163,482
               Washington                6,510,833
               West Virginia               453,109
               Wisconsin                 1,839,614
               Wyoming                     147,424
                                      ------------
               Total                  $375,000,000
                                      ============

Headquartered in New York, New York, Reliance Group Holdings, Inc.
-- http://www.rgh.com/-- is a holding company that owns 100% of
Reliance Financial Services Corporation. Reliance Financial, in
turn, owns 100% of Reliance Insurance Company. The holding and
intermediate finance companies filed for chapter 11 protection on
June 12, 2001 (Bankr. S.D.N.Y. Case No. 01-13403) listing
$12,598,054,000 in assets and $12,877,472,000 in debts. The
insurance unit is being liquidated by the Insurance Commissioner
of the Commonwealth of Pennsylvania. (Reliance Bankruptcy News,
Issue No. 59; Bankruptcy Creditors' Service, Inc., 215/945-7000)


RHYNO CBO: Fitch Junks $127M Class A-3 & $37M Class B Notes
-----------------------------------------------------------
Fitch Ratings affirms the rating of one class of notes issued by
RHYNO CBO 1997-1, Ltd./Corp. (RHYNO CBO 1997-1), which closed
Aug. 19, 1997.  These rating actions are effective immediately:

   -- $106,449,142 class A-2 notes affirmed at 'AAA'.

The rating for the $127,000,000 class A-3 remains at 'CC'.  In
addition, the rating for the $37,000,000 class B remains at 'C'.

RHYNO CBO 1997-1 is a collateralized bond obligation managed by
Bear Stearns Asset Management.  The collateral of RHYNO CBO 1997-1
is composed of high yield bonds invested in corporate bonds and
emerging markets corporate debt.  Payments are made semi-annually
in March and September and the reinvestment period ended in
September 2001.  Included in this review, Fitch discussed the
current state of the portfolio with the asset manager and its
portfolio management strategy.

According to the Aug. 2, 2004 trustee report, the portfolio
includes $49.74 million (26.18%) in defaulted assets.  The deal
also contains 34.99% assets rated 'CCC+' or below, excluding
defaults.  The class A OC test is failing at 86.1% with a trigger
of 141% and the class B OC test is failing at 73.9% with a trigger
of 120%.  This transaction is currently in an event of default due
to the failure to maintain an OC test at least equal to 90% of the
OC trigger.  This event has not been cured and the trading ability
of the current asset manager has been limited.

The ratings of the class A-2 and A-3 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 stated maturity date.  The rating of the class B
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.

Fitch will continue to monitor RHYNO CBO 1997-1 closely to ensure
accurate ratings.


RIVERSIDE FOREST: Tolko Offers C$29 Per Share to Buy Company
------------------------------------------------------------
Tolko Industries Ltd., a privately owned B.C. based forest
products company, extended an unsolicited offer this week to
purchase all the outstanding shares of Riverside Forest Products
Limited (TSX:RFP) for C$29.00 per share in cash.  Tolko is the 2nd
largest shareholder of Riverside, holding 1.758 million or 18.6%
of the approximately 9.4 million Riverside shares outstanding. The
total value of the transaction is estimated at C$340 million based
on the net debt outstanding of Riverside as of June 30, 2004.

On August 12, 2004, Mr. J. Allan Thorlakson, Tolko's President and
Chief Executive Officer, met with Mr. Gordon Steele, Chairman,
President and Chief Executive Officer of Riverside, to propose a
negotiated transaction that would benefit shareholders of both
companies. After engaging in a number of discussions since
August 12, Tolko has concluded there is no basis on which to
continue such negotiations and is, therefore, announcing its
intention to make this offer to shareholders.

This offer represents a premium of 38% over the weighted average
trading price of Riverside's shares on the Toronto Stock Exchange
for the 20 trading days ending August 12, 2004, the date on which
Mr. Thorlakson and Mr. Steele first met to discuss Tolko's
proposal.

"We are making this offer because we are convinced that our people
and physical assets, when combined with Riverside's people and
physical assets, will yield a stronger, more competitive world-
class forest products company with greater growth prospects than
each of the companies could achieve alone," said Mr. Thorlakson.

"Our all cash offer represents a significant premium of 38% and
provides Riverside's shareholders with an immediate value
maximization opportunity in a stock that has been characterized by
low trading volumes."

"Although Tolko was founded in BC 50 years ago and remains a BC-
based business, we have made substantial investments in other
Western provinces over the last number of years. However, today's
business climate in BC has encouraged us to refocus our priorities
in this province."

Full details of the offer will be included in the formal take-over
bid and related documents, which are expected to be filed with
securities regulators on August 31, 2004 and which will be mailed
to Riverside shareholders as soon as Riverside provides Tolko with
a list of its shareholders. It is anticipated that the offer will
be open for acceptance until 9:00 pm (Vancouver time) on October
6, 2004, unless it is withdrawn.

Completion of the offer will be subject to sufficient shares being
tendered to the offer so that, combined with the 18.6% Tolko
already owns, Tolko would own at least 75% of Riverside's common
shares, on a fully diluted basis. If that condition is met, and
Tolko acquires common shares tendered to the offer, Tolko intends
to acquire the remaining shares in accordance with applicable
laws. The offer will also be subject to other usual conditions,
including receipt of all necessary regulatory approvals, no
material adverse change of Riverside and waiver of Riverside's
shareholder rights plan.

Tolko's obligation to purchase Riverside's common shares is not
conditional upon any financing arrangement as Tolko has accepted a
fully underwritten commitment from a Canadian chartered bank to
provide financing for the transaction. Tolko has retained RBC
Capital Markets to act as its financial advisor and to act as
dealer manager under the offer.

                About Tolko Industries Ltd.

Founded in 1961, Tolko is a privately-owned forest products
company employing over 2,400 people. Tolko has ten manufacturing
divisions in British Columbia, Alberta, Saskatchewan and Manitoba,
and produces dimension lumber, specialty kraft paper, plywood,
oriented strand board, wood chips and engineered wood products
which are sold to world markets. Tolko has held its position in
Riverside since 2000.   Tolko is amalgamated under the Canada
Business Corporations Act.  Its head office is located at 3203-
30th Avenue, Vernon, British Columbia, (PO Box 39) V1T 2C6.
Tolko's telephone number is 250-545-4411 and its Web site is at
http://www.tolko.com/


RIVERSIDE FOREST: Says Tolko's Offer is Inadequate
--------------------------------------------------
Riverside Forest Products Limited (TSX: RFP) confirmed that it
received an unsolicited letter from Tolko Industries Ltd in which
Tolko expresses an interest in purchasing all Riverside shares
that it does not currently own for $29 per share.

Riverside's Board of Directors and its financial advisors have
reviewed Tolko's proposal. The Board has concluded the proposal
significantly undervalues Riverside and would not be in the best
interests of the company or its shareholders.

In response to Tolko's letter, Riverside said that its Board of
Directors has retained:

    * BMO Nesbitt Burns and
    * Bear Stearns & Co. Inc.

as its financial advisors and has directed them to study strategic
alternatives for maximizing value to Riverside shareholders.
Riverside has informed Tolko it is amenable to pursuing further
discussions of its interest as part of that process.

Riverside's Board of Directors has also appointed a Special
Committee comprised of the company's three independent directors,
George L. Malpass, who will chair the committee, Hamish C. Cameron
and John F. Ellett. The Special Committee, which is charged with
overseeing the strategic review process, has retained CIBC World
Markets and the Vancouver law firm of Getz Prince Wells as
independent financial and legal counsel, respectively.

Gordon W. Steele, Riverside Forest Products Chairman, President
and Chief Executive Officer, said, "After giving extensive and
serious consideration to Tolko's proposal, the Board has concluded
that it significantly undervalues the company and would not be in
the best interests of Riverside's shareholders. We are committed
to maximizing shareholder value and have directed our financial
advisors to explore other strategic alternatives available to the
company.  While there can be no assurance we will achieve a
value-enhancing transaction in the near-term, shareholders should
know that our board will be guided by the Special Committee and is
committed to doing the right thing."

Riverside Forest Products Limited is the fourth largest lumber
producer in British Columbia with 1.2 Bbf of annual capacity and
an annual allowable cut of 3.1 million cubic metres. The company
is also the second largest plywood and veneer producer in Canada.


RIVERSIDE FOREST: S&P Places B+ Credit & Debt Ratings on Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' long-term
corporate credit and senior unsecured debt ratings on Kelowna,
B.C.-based Riverside Forest Products Ltd. on CreditWatch with
developing implications following the company's announcement that
it would reject an unsolicited takeover offer from privately held
Tolko Industries Ltd.

"The ratings could be lowered, raised, affirmed, or withdrawn
depending on how the situation evolves," said Standard & Poor's
credit analyst Daniel Parker. "Riverside's unsecured notes contain
a provision that requires the company to make an offer to
repurchase all the outstanding notes in the event of a change of
control. It is unclear whether Tolko's offer will be successful
and what the effect will be on the outstanding notes," Mr. Parker
added.  Standard & Poor's uses a consolidated methodology and
would consider the credit profile of any successful acquisitor in
determining the effect on the credit ratings on Riverside. At this
stage, it is too early to determine the impact on the ratings.

The ratings on Riverside reflect its narrow product concentration
in cyclical wood products, its vulnerability to foreign exchange
risk, and its acquisition strategy. Partially offsetting these
risks are the company's low-cost position in the manufacturing of
lumber and plywood, some vertical integration in fiber and energy,
and good liquidity.

Riverside is the tenth-largest lumber producer and fifth-largest
plywood and veneer producer in North America. The company is
concentrated in the production of wood-based construction
products, demand for which relies heavily on the cyclical
residential construction market. Despite healthy demand supported
by peak housing activity in the past several years, both the
lumber and panels segments have experienced extreme price
volatility. Standard & Poor's will continue to monitor the
situation.

Complete ratings information is available to subscribers of
RatingsDirect, Standard & Poor's Web-based credit analysis system,
at http://www.ratingsdirect.com/ All ratings affected by this
rating action can be found on Standard & Poor's public Web site at
http://www.standardandpoors.com/under Credit Ratings in the left
navigation bar, select Find a Rating, then Credit Ratings
Search.

S&P put its B+ rating on a $150 million issue of 7-7/8% Senior
Notes due 2014 on August 2, 2004.  Moody's Investors Service put
its single-B rating on the senior debt issue on February 9, 2004.


SARDONYX ASSOCIATES: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Sardonyx Associates LP
        aka The Woodlands
        dba Peridot Place
        313 Castle Shannon Boulevard
        Pittsburgh, Pennsylvania 15234

Bankruptcy Case No.: 04-08642

Chapter 11 Petition Date: August 23, 2004

Type of Business:  Owns or operates a long-term care assisted
                   living facility located in Cape Coral, Florida.
                   See http://www.peridotenterprises.com/

Court: Middle District of Florida (Jacksonville)

Judge: Jerry A. Funk

Debtor's Counsel: Albert H. Mickler, Esq.
                  Mickler & Mickler
                  5452 Arlington Expressway
                  Jacksonville, FL 32211
                  Tel: 904-725-0822

Total Assets: $5,381,000

Total Debts:  $6,577,203

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
City of Cape Coral            Sewer assessment           $42,957

Robert & Carol Hertz          Loan to partnership        $25,000

Bruce Yarwood                 Loan to partnership        $24,879

US FoodService                Open account               $14,678

Healthcare Mgmt. Group        Open account               $12,116

Goldsmith Grout & Lewis PA    Legal services             $10,806

Theodore & Gladys Ewes        Loan to partnership        $10,000

Sprint Yellow Pages           Open account                $7,029

H L Graves Air Conditioning   Services                    $5,478

Sysco Food Services           Open account                $5,135

Lee County Electric Coop      Electric account            $4,100

Florida Assisted Living       Open account                $3,534
Affiliation

Medline                       Open account                $3,250

Oak Creek Aviaries            Open account                $3,043

SCI                           Open account                $2,862

Florida UC Fund               Unemployment comp.          $2,841

Wilcox Supplies- Lee County   Open account                $2,797

FHCA                          Open account                $2,731

SunChoice Medical Supply      Open account                $2,361

Wiltshire, Whitley et al      Accounting services         $1,750


SCHLOTZSKY'S: Look for Bankruptcy Schedules by October 2
--------------------------------------------------------
Schlotzsky's, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Western District of Texas for more time
to file their schedules of assets and liabilities, statements of
financial affairs, list of equity security holders, and lists of
executory contracts and unexpired leases required under 11 U.S.C.
Sec. 521(1).  The 15-day period afforded to them under Rule 1007
of the Federal Rules of Bankruptcy Procedure isn't sufficient.
The Debtors tell the Court that they need until October 2, 2004,
to produce accurate and coherent Schedules and Statements.

The Debtors explain that their businesses are extensive and they
have a limited number of people available to prepare the
Schedules.  The same staff members are also being called on to
provide information to parties-in-interests in their chapter 11
cases.

The Debtors add that the additional time is necessary to bring
their records and books current through the petition date and to
collect the data needed for the preparation and filing of
schedules.

Headquartered in Austin, Texas, Schlotzky, Inc., operates a chain
of restaurants.  The Debtors filed for chapter 11 protection on
August 3, 2004 (Bankr. W.D. Tex. Case No. 04-54504).  Amy Michelle
Walters, Esq., and Eric Terry, Esq., at Haynes & Boone, LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from its creditors, they listed
$111,692,000 in total assets and $71,312,000 in total debts.


SOLUTIA INC: Gets Court Nod to Pay Letter of Credit Claims
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
lifted the automatic stay of Section 362 of the Bankruptcy Code to
allow Solutia, Inc., to pay certain claims related to fully
secured letters of credit by allowing a set-off against and
payment from the cash collateral securing those claims.

                    Citibank Letters of Credit

As reported in the Troubled Company Reporter on July 20, 2004,
before the Petition Date, Citibank issued 13 letters of credit, 12
of which were issued for Solutia's account and one of for the
account of Solutia UK, Ltd., a non-debtor subsidiary of Solutia.
As of the Petition Date, the estimated aggregate face amount of
the Citibank L/Cs was $75,200,000.  The account parties'
obligations to Citibank under the Citibank L/Cs are secured by
funds maintained in an account with Citibank, Account No. 3055-
7563.  As of the Petition Date, the Citibank L/C Account held
about $76,600,000 in funds, and Citibank had a perfected lien on,
and right of set-off against, the funds in that account.

Pursuant to a January 20, 2004 Court Order, all of the Citibank
L/Cs, except for one, were deemed to be issued under the DIP Loan
Agreement and secured by the collateral package securing all of
the Debtors' obligations under the DIP Loan Agreement.  Because
separate collateral was provided, Citibank released and
transferred to Solutia about $48,700,000 from the Citibank L/C
Account, leaving $28,000,000 as collateral.

Citibank accrued claims for fees, costs and expenses in connection
with the Citibank L/Cs.  As of the June 30, 2004 Accrual Date, the
Citibank L/C Fees totaled more than $267,000, made up of more than
$205,000 in letter-of-credit fees and more than $62,000 in other
costs and expenses.

On January 9, 2004, one of the Citibank L/Cs, No. NY-00928-
30033349, for which Solutia is the Account Party, was drawn by the
beneficiary, Toray Industries Inc., for $26,900,000.  The draw on
the Toray L/C gave rise to a reimbursement claim by Citibank
against Solutia in that amount, which is secured by the funds in
the Citibank L/C Account.  Since the Toray L/C Draw Date, interest
has accrued and continues to accrue on the claim.  As of the
Accrual Date, the accrued interest totaled $800,000.  Interest
continues to accrue on the claim at the rate of $4,400 per day.

As of the Accrual Date, the total accrued amount of the Toray
Claim and the Citibank L/C Fees was about $27,900,000, and about
$28,000,000 remained in the Citibank L/C Account.

                  Chase and HSBC Letters of Credit

Before the Petition Date, The Chase Manhattan Bank, NA, issued 13
letters of credit and HSBC Bank USA issued one letter of credit,
all for Solutia's account.  As of the Petition Date, the estimated
aggregate face value of the Chase/HSBC L/Cs was $35,500,000.
Citibank is the collateral agent for Chase and HSBC with respect
to the Chase/HSBC L/Cs and it maintains a Citibank account,
Account No. 3051-5371, to secure obligations for certain
designated letter of credit obligations, including all obligations
related to the Chase/HSBC L/Cs and obligations relating to these
other letters of credit:

    -- three letters of credit issued by Citibank for which
       Solutia was the account party;

    -- 11 letters of credit issued by KBC Bank, N.V.; and

    -- certain letters of credit issued by HSBC for which non-
       debtor subsidiaries of Solutia were the account parties.

As of the Petition Date, the Designated L/C Account held about
$52,000,000, and Citibank had a perfected lien on, and right of
set-off against, the funds in the account for the benefit of the
issuers of the Designated L/Cs.  Shortly after the Petition Date,
Citibank released to Solutia $13,000,000 of the collateral from
the Designated L/C Account in connection with certain transactions
authorized by the Financing Order related to the Additional
Citibank L/Cs.

Citibank has released to Solutia an additional $10,000,000 from
the Designated L/C Account to reflect that, after the cancellation
of certain underlying letters of credit, the collateral in that
account far exceeded the claims it was securing, leaving about
$28,800,000 of collateral in the Designated L/C Account for the
benefit of Citibank and the issuers of the remaining Designated
L/Cs.

The obligations secured by the collateral in the Designated L/C
Account include:

    A. As of the Accrual Date:

       (a) the estimated aggregate face amount of the Chase/HSBC
           L/Cs was about $23,600,000;

       (b) claims accrued by Chase and HSBC before the Petition
           Date for fees, costs and other expenses in connection
           with the Chase/HSBC L/Cs, total $317,000, with
           $270,000 owing to Chase and $47,000 owing to HSBC; and

       (c) claims accrued by Chase and HSBC after the Petition
           Date for fees, costs and expenses in connection with
           the Chase/HSBC L/Cs, total $668,000 with $529,000
           owing to Chase and $139,000 owing to HSBC;

    B. Before the Additional Citibank L/Cs were deemed issued
       under the DIP Loan Agreement, Citibank had accrued claims
       for fees, costs and expenses in connection with the
       Additional Citibank L/Cs.  As of the Accrual Date, the
       Additional Citibank L/C Claims totaled at least $201,000,
       consisting of at least $142,000 in letter-of-credit fees
       and $59,000 in other costs and expenses; and

    C. As of the Accrual Date, the estimated aggregate face amount
       of the Europe L/Cs was $2,400,000.  The Non-Debtors
       continue to pay fees and satisfy other obligations in
       connection with the Europe L/Cs in the ordinary course of
       their businesses.

Specifically,the Court lifted the automatic stay to allow the
Debtors to pay:

    (a) the Citibank L/C Claims by permitting Citibank to realize
        on, and set off against, funds in the Citibank L/C
        Account, and to apply those funds in full and final
        payment of the Citibank L/C Claims; and

    (b) any remaining Citibank L/C Claims, the Additional Citibank
        L/C Claims, the Prepetition Chase/HSBC L/C Fees and the
        Postpetition Chase/HSBC L/C by permitting Citibank to
        realize on, and set off against, funds in those amounts in
        the Designated L/C Account, and to apply those funds in
        full and final payment of the remaining Citibank L/C
        Claims, the Additional Citibank L/C Claims, the
        Prepetition Chase/HSBC L/C Fees and the Postpetition
        Chase/HSBC L/C Fees.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications. The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949). When the Debtors filed for protection
from their creditors, they listed $2,854,000,000 in assets and
$3,223,000,000 in debts. (Solutia Bankruptcy News, Issue No. 20;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SOTAV LTD: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Sotav, Ltd.
        9720 Deerlake Court
        Jacksonville, Florida 32246

Bankruptcy Case No.: 04-08571

Chapter 11 Petition Date: August 20, 2004

Type of Business:  Sports bar.  See http://southstreettavern.com/

Court: Middle District of Florida (Jacksonville)

Judge: Jerry A. Funk

Debtor's Counsel: Bryan K. Mickler, Esq.
                  Law Offices Mickler & Mickler
                  5452 Arlington Expressway
                  Jacksonville, Florida 32211
                  Tel: 904-725-0822

Total Assets: $2,888,000

Total Debts:  $2,214,462

Debtor's 2 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
South Street Tavern           Initial contribution      $175,000

Gartner, Brock et al.         Legal fees                  $8,600


STANDARD MOTOR: Seeks New Accountant Following KPMG's Resignation
-----------------------------------------------------------------
Standard Motor Products, Inc., (NYSE:SMP), an automotive
replacement parts manufacturer and distributor, reported that its
independent accountants, KPMG LLP, resigned as of August 19, 2004.

The Company issued this statement:

"In connection with the audits of our consolidated financial
statements for fiscal years ended December 31, 2002 and
December 31, 2003 and the subsequent interim period through
June 30, 2004, there have been no disagreements with KPMG on any
matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which disagreements, if
not resolved to KPMG's satisfaction, would have caused KPMG to
make reference thereto in its opinions thereon.  Additionally, the
audit reports of KPMG on our consolidated financial statements for
fiscal years ended December 31, 2002 and December 31, 2003 did not
contain any adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting
principles."

"Additionally, KPMG had not previously advised management or our
Audit Committee of its intention to resign.  The Audit Committee
has commenced an immediate search for a new independent
accountant, including requesting proposals from other accounting
firms."

Mr. James J. Burke, Standard Motor Products' Chief Financial
Officer, commented, "KPMG has indicated to us that its resignation
related primarily to its view as to the progress-to-date with our
level of documentation under Section 404 of the Sarbanes-Oxley Act
of 2002.  Our Section 404 project encompasses the assignment of
internal resources as well as the previous engagement of another
'Big Four' accounting firm as an independent consultant to assist
us.  Due to our simultaneous integration of the acquired Engine
Management Division of Dana Corporation and our Sarbanes-Oxley Act
compliance activities, we expect some increased administrative
costs in the third and fourth fiscal quarters of 2004."

"Throughout the current year, we have had continued discussions
with KPMG regarding their 2004 audit fee proposal and were unable
to reach consensus on the fee.  Although we regret KPMG's decision
to resign as our independent accountants, KPMG's resignation does
not in any way affect the reliability of our audited financial
statements."

                      About Standard Motor

Standard Motor is a manufacturer and distributor of automotive
aftermarket parts, with leading niche market positions for engine
management and temperature control products.

                         *     *     *

As reported in the Troubled Company Reporter on May 27, 2004,
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit and 'B-' subordinated debt ratings on Long Island City, New
York-based Standard Motor Products Inc.  The ratings were removed
from CreditWatch, where they were placed with negative
implications on March 17, 2004. The outlook is negative.

Standard Motor had $296 million of total debt outstanding at
March 31, 2004.

"The affirmation reflects our expectations that the company will
remain on target in generating cost savings from the integration
of Dana Corp.'s Engine Management division, with no further
operating challenges in the company's other businesses," said
Standard & Poor's credit analyst Linli Chee.


SUNRISE CDO: Fitch's B- Rating on $14.79M Notes on Watch Negative
-----------------------------------------------------------------
Fitch Ratings placed these classes of notes issued by Sunrise CDO
I Ltd., as issuer, and Sunrise CDO I Inc., as co-issuer on Rating
Watch Negative:

   -- $45,100,000 class B second priority senior secured floating
      rate notes due Jan. 29, 2037 'BBB'; and

   -- $14,785,797 class C third priority secured floating-rate
      notes due Jan. 29, 2037 'B-'.

The transaction, a static balance sheet collateralized debt
obligation, is supported by a diversified portfolio of asset-
backed securities, residential mortgage-backed securities,
commercial mortgage-backed securities, CDOs, and domestic and
emerging market corporate debt.

Fitch is currently reviewing the effect of the deterioration in
the credit quality of Sunrise's collateral pool on the class B and
C notes.  According to its July 23, 2004 trustee report, 8.67% of
the portfolio represented defaulted, deferred interest PIK, or
written-down securities per Sunrise's governing documents.  An
additional 5.14% of the portfolio was rated 'CCC' or below.  The
portfolio default and rating performance has increased the risk to
the class B and C notes to a point where the risk may no longer be
consistent with their respective ratings.  Fitch is analyzing the
transaction in detail.  Appropriate action will ensue upon
completion of its analysis.

For further information on Fitch's process for resolving CDOs
placed on Rating Watch, refer to the Feb. 6, 2002 special report,
'Fitch Ratings' Approach to CDO Rating Actions,' available on the
Fitch Ratings web site at http://www.fitchratings.com/,along with
deal information for these transactions.


TANGO INC: Sets Guidelines for Potential Acquisition Targets
------------------------------------------------------------
Sameer Hirji, CEO of Tango Incorporated (OTCBB:TNGO) established
guidelines for Tango Wear's acquisition targets.  He announced
that Tango's goal is to acquire emerging brands that have a
potential for significant, sustained and long-term growth.

Tango plans to identify new brands and acquire a 25% or more
equity interest, as well as lock in a two to five year
manufacturing contracts from such brands.  The Company believes
that over the next five years Tango Wear has the potential to grow
to $10 million to $15 million a year by executing a strategy that
would enable it to acquire several brands, each earning $2 million
to $5 million per annum.

Mr. Hirji said, "The apparel market has done well over the last
year, and we foresee significant growth in the future.  Tango will
be at the Magic Convention in Las Vegas next week, looking for new
and exciting brands to purchase.  We feel that with our current
assets and corporate positioning, Tango could potentially acquire
and build an exciting new line of clothing.  We are looking at
several brands that have tremendous growth potential."

Tango will also be exhibiting its Long Hard Ride clothing line
next week.  The Company believes that the exposure Long Hard Ride
will generate at the Convention will enable the brand to gain a
significant market share in the clothing industry, and get a
strong foothold in the "authentic surf brand" clothing line.

                          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 reported
that, as of April 31, 2003 and 2004, its auditors expressed
substantial doubt about the company's ability to continue as a
going concern in light of continued net losses and working capital
deficits.


THREE PROPERTIES: Section 341(a) Meeting Slated for September 9
---------------------------------------------------------------
The United States Trustee for Region 6 will convene a meeting of
Three Properties, Ltd.'s creditors at 1:00 p.m., on September 9,
2004, at 515 Rusk Avenue, Suite 3401, in Houston, Texas.  This is
the first meeting of creditors required under 11 U.S.C. Sec.
341(a) in all bankruptcy cases.

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

Headquartered in Prairie View, Texas, Three Properties, operates
an apartment complex.  The Company filed for chapter 11 protection
on August 2, 2004 (Bankr. S.D. Tex. Case No. 04-40811).  Eric J.
Taube, Esq. at Hohmann, Taube & Summers, LLP represents the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed below $50 thousand in
estimated assets with $10 million in estimated debts.


TRICOM S.A.: Names Gerald Gitner Independent Non-Exec. Director
---------------------------------------------------------------
Tricom, S.A. (OTC: TRICY) appointed Mr. Gerald L. Gitner to the
Company's Board of Directors as an independent non-executive
director.  Mr. Gitner has had substantial experience as a
director, having served on the boards of numerous public and
private companies, as well as non-profit entities.

Mr. Gitner is Chairman of D. G. Associates, Inc. and a private
investor.  Mr. Gitner is presently the non-executive Chairman of
Kitty Hawk, Inc., which operates an overnight express cargo
network and an all-cargo airline headquartered in Dallas, Texas.
He served as Chairman of the Board of Trans World Airlines, Inc.,
from 1997 to 2002 and as its CEO from 1996 to 1999.  His past
experiences include the founding of an investment bank and serving
as its chairman.  He also co-founded and co-chaired a private
leasing company, specializing in wide-bodied aircraft, from 1990
to 1997.  Mr. Gitner is a past Vice Chairman of Pan American World
Airways, Inc., and CEO of Pan American World Services, Inc.,
Mr. Gitner was President and co-founder of People Express
Airlines, Inc., from 1980 to 1982. He also served as President and
CEO of Atasco USA, a private aviation concern involved in
commercial aircraft leasing and servicing.

Mr. Gitner was educated at Boston University, where he graduated
cum laude and was elected to Phi Alpha Theta, the national history
honor society.  He is a founding member of the Board of Advisors
of the Economics Department of Boston University and a member of
the Dean's Advisory Council for the College and Graduate School of
Arts and Sciences at Boston University.  He is a past member of
Boston University's Board of Trustees and a past member of the
Chancellor's Council at the University of Missouri-St. Louis.  Mr.
Gitner served as a member of the Board of Trustees of Rochester
Institute of Technology and the American College of Management and
Technology from 1999 to 2004.

Following Mr. Gitner's appointment, the Company's board of
directors consists of the following twelve individuals: Ricardo
Valdez Albizu, Thomas Canfield, Carlos Castillo, Hector Castro
Noboa, Anibal de Castro, James Deane, Gerald Gitner, Arturo
Pellerano, Rosangela Pellerano, Roberto Saladin, Adriano
Tejada and Valeriano Valerio.

                         About Tricom

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

                         *     *     *

                 Financial Restructuring Update

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

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


TRUE TEMPER: S&P Rates Bank Debt at B & Sub. Debt at CCC+
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured bank loan ratings on sports equipment
manufacturer True Temper Sports, Inc., to 'B' from 'B+'.  In
addition, True Temper Sports' subordinated debt rating was lowered
to 'CCC+' from 'B-'.

The downgrade reflects the company's lower-than-expected second-
quarter earnings, its revised earnings guidance, its increased
leverage, and its elevated inventory levels.  Because of these
operating challenges, Standard & Poor's believes that True Temper
Sports will take longer than previously expected to reduce its
debt.

The outlook is negative.  Total debt outstanding at Memphis,
Tennessee-based True Temper Sports as of June 30, 2004, was
approximately $235 million.

True Temper Sports, the largest global golf club shaft
manufacturer, suffered weaker performance in the second quarter as
its customers delayed the launch of several new products requiring
True Temper Sports equipment.  In addition, graphite shaft sales
decreased, and a product mix shift away from premium steel shafts
to lower priced steel shafts caused a slight decrease in the
company's average unit selling price, further weakening results.

True Temper Sports implemented some cost-control initiatives that
should lessen the financial impact on the company; however; it
still expects EBITDA to decrease for the year.  Furthermore, total
lease-adjusted debt to EBITDA has increased to more than 7x,
compared with 3.8x last year, and funds from operations to total
debt has decreased to 8% from 16.8% during the same period.

"The ratings on golf club shaft designer, manufacturer, and
marketer [True Temper Sports] reflect the company's narrow
business focus, its leveraged financial profile, and the
discretionary nature of golf equipment sales," said Standard &
Poor's credit analyst Paul Blake.  "Somewhat mitigating these
factors are the company's leading market position in steel golf
club shafts and its low-cost manufacturing capabilities."

Golf club shafts represented 95% of the company's sales for the
three months ended June 27, 2004.  Besides being the largest
global manufacturer of golf club shafts, a niche segment of the
golf equipment industry, the company is also the market leader in
steel golf club shafts, with an estimated 68% share, more than
four times that of its next-largest competitor.  In the highly
fragmented graphite shaft market, where it focuses primarily on
the premium-price segment, True Temper Sports is the second-
largest player, and had a market share of about 9% as of 2003.
Moreover, True Temper Sports is the only golf club shaft
manufacturer with significant scale in both steel and graphite
shafts.  This, along with the company's low-cost production
capabilities, provides True Temper Sports with a competitive
advantage in the golf shaft market.  However, the discretionary
nature of golf equipment sales remains a rating concern, as a
downturn in the economy could lead to a decrease in consumer
spending on such products.


U.S. CANADIAN: Inks Land Use Pact for Property in Rachael, Nevada
-----------------------------------------------------------------
U.S. Canadian Minerals, Inc., (OTCBB: UCAD) has signed a land use
contract for property in Rachael, Nevada, upon which it also has
an option to purchase.  This transaction allows U.S. Canadian
Minerals to begin cleanup and maintenance of the property during
the period that preparations are being completed for possible
exercise of 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 substation with a long-term low-cost
power supply contract.

As reported in the Troubled Company Reporter on August 24, 2004,
U.S. Canadian Minerals 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., U.S.
Canadian Minerals was previously granted an option to purchase
this property from Nevada Minerals, Inc., for $2,000,000 This
transaction clears the way for U.S. Canadian Minerals to consider
the exercise of such option and the launching of operations on the
property.  U.S. Canadian Minerals is currently negotiating a land
use agreement for access and use prior to exercising the option.

                           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, U.S. Canadian Minerals is looking to
expand and develop mining properties throughout the world.  U.S.
Canadian Minerals 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.


UAL CORP: Fee Review Committee Issues Jan. to Mar. 2004 Report
--------------------------------------------------------------
The UAL Corporation Fee Review Committee, formed to monitor fees
requested by professionals, reviewed the Fifth Interim Fee
Applications, and, where appropriate, asked for further
information from the Professionals about certain identified
issues.  In addition, at the U.S. Trustee's request, the
Professionals who seek compensation based on an hourly basis
submitted to the U.S. Trustee electronic files containing those
Professionals' time tickets so that the U.S. Trustee could review
and analyze the files to identify certain issues as set forth in
the billing guidelines.

Kirkland & Ellis took voluntary reductions for time billed by law
clerks totaling $12,314.  Kirkland took initial reductions in
fees relating to the OurHouse litigation totaling $218,741 and
$6,871 in expenses.  At the U.S. Trustee's request, Meckler
Bulger reduced its fees by $3,263, and LeBouef Lamb reduced its
fees by $3,263.

Sonnenschein, Nath & Rosenthal withdrew $22,846 of its fees and
$961 of its expenses in its January 2004 Fee Application, $16,378
in fees and $24,713 in expenses in its February 2004 Fee
Application, and $10,704 in fees and $24,364 in expenses in its
March 2004 Fee Application.

In January 2004, Vedder Price took initial voluntary reductions
in fees for partners billing under 3 hours totaling $2,638 and
others billing under 5 hours totaling $1,548.  In January 2004,
Vedder withdrew $3,625 in cab fare expenses, $1,470 in
secretarial overtime, and $191 in meal and refreshment expenses.

Michael P. O'Neil, Esq., at Sumner, Bernard & Ackerson, in
Indianapolis, Indiana, advises the Court that the Fee Review
Committee has voted and recommends that the payment of fees and
reimbursement of expenses as requested by the Professionals in
the Fifth Interim Fee Applications be allowed in these amounts:

   Professional           Fees Requested  Expenses        Total
   ------------           --------------  --------        -----
   Cognizant                  $111,625     $14,242     $125,867
   Deloitte & Touche           840,861           0      840,861
   FTI Consulting              154,524       1,748      156,271
   Huron Consulting Group    2,747,227      68,756    2,815,983
   Jenner & Block              149,223       1,380      150,603
   Katten Muchin               791,924      22,645      814,569
   Kirkland & Ellis          6,982,458     217,230    7,199,688
   KPMG                      2,427,955      69,344    2,497,299
   Leaf Group                   23,243           0       23,243
   LeBouef Lamb                 26,168       1,108       27,276
   Mayer Brown Row & Maw       504,753     156,747      661,500
   Meckler Bulger              141,306       1,452      142,758
   Paul Hastings                24,243       1,625       25,868
   Piper Rudnick               172,825         960      173,785
   Segal Company                46,698       1,770       48,468
   Sonnenschein Nath         2,616,442      68,393    2,684,835
   Sperling & Slater           334,065      19,469      353,534
   Vedder Price              1,760,373      69,121    1,829,494

                         *     *     *

As reported in the Troubled Company Reporter on April 16, 2004,
the Fee Review Committee members reviewed the Third Interim Fee
Applications, and, where appropriate, asked for further
information from the Professionals about certain identified
issues. In addition, at the U.S. Trustee's request,
Professionals who seek compensation based on an hourly basis
submitted to the U.S. Trustee electronic files containing those
Professionals' time tickets so that the U.S. Trustee could review
and analyze the files to identify certain issues as set forth in
the Billing Guidelines.

Michael P. O'Neil, Esq., at Sumner, Bernard & Ackerson, in
Indianapolis, Indiana, advises the Court that the Fee Review
Committee has voted and recommends that the payment of fees and
reimbursement of expenses as requested by the Professionals in
the Third Interim Fee Applications be allowed in these amounts:

Professional          Fees Requested   Expenses      Total
------------          --------------   --------    ---------
Deloitte & Touche           $844,534     $3,448     $847,982
Huron Consulting Group     2,526,376     75,174    2,601,550
Kirkland & Ellis           6,982,579    462,761    7,445,340
KPMG                       2,242,710     57,201    2,299,911
Paul Hastings                 25,866      2,024       27,890
Piper Rudnick                 47,874      1,581       49,455
Sonnenschein Nath          2,717,167    145,387    2,862,554
Vedder Price               1,725,558     59,408    1,783,966

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)


UNIFLEX, INC: Gets Court Approval to Pay Employee Benefits
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
Uniflex, Inc.'s request to pay prepetition employee claims and
benefits and to continue to pay postpetition employee benefits.

The Debtor is allowed to pay up to $323,774 of employees' wages,
commissions and salaries that accumulated before the Company filed
for chapter 11 protection.

Headquartered in Hicksville, New York, Uniflex, Inc. --
http://www.uniflexbags.com/-- makes custom-printed plastic bags
and other plastic packaging for promotions and advertising.
The Company filed for chapter 11 protection on June 24, 2004
(Bank. Del. Case No. 04-11852).  Peter C. Hughes, Esq., at
Dilworth Paxson LLP, represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it estimated debts and assets of over $10 million.


UNITED AGRI: Further Extends Senior Debt Tender Offer to Sept. 3
----------------------------------------------------------------
UAP Holding Corp. and United Agri Products, Inc., are each
extending the expiration date for the previously announced offers
to purchase for cash any and all of:

    * UAP Holdings' outstanding $125,000,000 principal amount at
      maturity of 10-3/4% Senior Discount Notes due 2012 and

    * United Agri Products' outstanding $225,000,000 principal
      amount of 8-1/4% Senior Notes due 2011.

The tender offers by the Companies, each previously scheduled to
expire at 5:00 p.m., New York City Time, on Tuesday, August 24,
2004, will now expire at 5:00 p.m., New York City Time, on Friday,
September 3, 2004, unless further extended.

As of 5:00 p.m., New York City Time, on August 24, 2004, all
$125,000,000 aggregate principal amount at maturity of the 10-3/4%
Discount Notes and all $225,000,000 aggregate principal amount of
the 8-1/4% Notes have been validly tendered and have not been
withdrawn in the offers to purchase and consent solicitations.

Each Company's tender offer is conditioned on, among other things:

      (a) the consummation of UAP Holdings' offering of Income
          Deposit Securities and

      (b) United Agri Products amending its existing revolving
          credit facility and entering into a new senior secured
          second lien term loan facility, the net proceeds of both
          of which will be used, among other things, to pay the
          considerations for the Notes purchased in the tender
          offers.

Information regarding the pricing, tender and delivery procedures
and conditions to the tender offer and consent solicitation are
contained in the Offer to Purchase and Consent Solicitation
Statement dated April 26, 2004, as supplemented by the Supplement
thereto dated May 6, 2004 and the accompanying Letter of
Transmittal and Consent.

UBS Investment Bank is acting as dealer manager for the tender
offers and consent solicitations.  MacKenzie Partners, Inc. is
acting as information agent.  Questions about the tender offers
may be directed to the Liability Management Group of UBS
Investment Bank at (888) 722-9555 x4210 (toll free) or (203) 719-
4210 (collect), or to MacKenzie Partners, Inc., at (212) 929-5500
(collect) or (800) 322-2885 (toll free).  Copies of the Offer
Documents and other related documents may be obtained from the
information agent.

The tender offer and consent solicitation are being made solely on
the terms and conditions set forth in the Offer Documents.  Under
no circumstances shall this press release constitute an offer to
buy or the solicitation of an offer to sell the Notes or any other
securities of the Companies.  It also is not a solicitation of
consents to the proposed amendments to the indentures and
registration rights agreements.  No recommendation is made as to
whether holders of the Notes should tender their Notes or give
their consent.

                      About the Companies

UAP Holdings is a holding company with no significant assets or
operations other than the ownership of 100% of the stock of United
Agri Products.  United Agri Products is the largest private
distributor of agricultural and non-crop inputs in the United
States and Canada. It markets a comprehensive line of products
including crop protection chemicals, seeds and fertilizers to
growers and regional dealers.  In addition, as part of its product
offering, United Agri Products provides a broad array of value-
added services including crop management, biotechnology advisory
services, custom blending, inventory management and custom
applications of crop inputs.  United Agri Products maintains a
comprehensive network of approximately 350 distribution and
storage facilities and five formulation and blending plants,
strategically located throughout the United States and Canada.

                         *     *     *

As reported in the Troubled Company Reporter's May 13, 2004
edition, Standard & Poor's Ratings Services lowered its corporate
credit rating on crop protection and agriculture distributor
United Agri Products, Inc., to 'B' from 'B+'.

It also lowered the rating on UAP's existing $500 million senior
secured revolving credit facility to 'B+' from 'BB-'.  The lower
ratings reflect the company's anticipated more aggressive
financial profile after its parent company, UAP Holdings Corp.,
proposed a $625 million issuance of income deposit securities
(IDS).

At the same time, Standard & Poor's assigned a rating of 'CCC'
to the senior subordinated notes of UAP Holdings Corp.  The
ratings on UAP Holdings' existing senior discount notes have been
lowered to 'CCC+' from 'B-', while the ratings on United Agri
Products' senior unsecured notes have been lowered to 'B-' from
'B'.  However, these ratings will be withdrawn upon issuance of
the income deposit securities, which will be used to retire the
debt.

UAP Holdings' proposed $625 million IDS issuance will consist of
common stock and subordinated notes.

The new bank loan and subordinated debt ratings are based on
preliminary offering statements and are subject to review upon
final documentation.  The ratings on both UAP and UAP Holdings
have been removed from CreditWatch, where they were placed
April 13, 2004.

"Standard & Poor's believes that the IDS structure reflects a
more aggressive financial policy," said Standard & Poor's
credit analyst Ronald Neysmith.  "Previously, UAP did not pay
dividends on its common stock.  However, as a result of the IDS
offering, UAP will be distributing roughly 75% of its cash flow as
interest and dividends, thereby materially reducing financial
flexibility."


VHJ ENERGY: Turns to Gale Wilson for Accounting Services
--------------------------------------------------------
VHJ Energy LLC asks the U.S. Bankruptcy Court for the District of
Wyoming for permission to employ Gale Wilson, CPA, as its
accountant during its chapter 11 restructuring.

The Debtor relates that it needs assistance in tax accounting and
in preparing financial statements and reports.  Mr. Wilson is well
qualified to that, having been in the accounting practice since
1986.

Mr. Wilson will be paid $90 per hour for his services.  The Debtor
assures the Court that Mr. Wilson has no connection with the
Company, its creditors or any other party-in-interest in the
chapter 11 case.

Headquartered in Buffalo, Wyoming, VHJ Energy LLC is engaged in
methane gas production.  The Company filed for chapter 11
protection on July 13, 2004 (Bankr. Wyo. Case No. 04-21360).
Paul Hunter, Esq., in Cheyenne, Wyoming, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $239,745 in total assets and
$7,402,469 in total debts.


WASTE SERVICES: Senior Lenders Waive Covenants Until October 5
--------------------------------------------------------------
Waste Services, Inc. (Nasdaq: WSII), the successor to Capital
Environmental Resource Inc., received a waiver from its senior
lenders of non-compliance with certain financial covenants
contained in its senior credit agreement.  The waiver extends
through October 5, 2004.  Prior to that date, the company intends
to negotiate permanent revisions to the credit facility.  During
the interim period, the company's access to the revolving credit
facility will be limited to $10 million in excess of the amounts
currently outstanding.

David Sutherland-Yoest, Chairman and Chief Executive Officer,
stated "We are pleased with the support we have received from our
lenders and will be pursuing appropriate long term amendments to
the covenants in our credit agreement.  We are also extremely
pleased that our new Fort Bend landfill near Houston has commenced
operations today."

Waste Services, Inc., entered into a $160,000,000 AMENDED AND
RESTATED CREDIT AGREEMENT on April 30, 2004, with LEHMAN BROTHERS
INC., as Arranger; LEHMAN COMMERCIAL PAPER INC., as Administrative
Agent and a Lender; CANADIAN IMPERIAL BANK OF COMMERCE, as
Canadian Agent and a Lender; CIBC INC., as a Lender; CIBC WORLD
MARKETS CORP., as Syndication Agent; and BANK OF AMERICA, N.A., as
Documentation Agent.  The Credit Agreement requires Waste Services
to comply with three key financial covenants:

   (A) Waste Services promises that its Consolidated Leverage
       Ratio as at the last day of any period of four consecutive
       fiscal quarters will not exceed:

            For the Four
            Fiscal Quarters                   Total Leverage Ratio
            Ending                            Will Not Exceed
            --------------                   --------------------
               FQ2 2004                             5.50 : 1.00
               FQ3 2004                             5.50 : 1.00
               FQ4 2004                             5.25 : 1.00
               FQ1 2005                             5.00 : 1.00
               FQ2 2005                             4.75 : 1.00
               FQ3 2005                             4.50 : 1.00
               FQ4 2005                             4.25 : 1.00
               FQ1 2006                             4.25 : 1.00
               FQ2 2006                             4.25 : 1.00
               FQ3 2006                             4.25 : 1.00
               FQ4 2006                             4.00 : 1.00
               FQ1 2007                             4.00 : 1.00
               FQ2 2007                             4.00 : 1.00
               FQ3 2007                             4.00 : 1.00
               FQ4 2007                             4.00 : 1.00
               FQ1 2008                             4.00 : 1.00
               FQ2 2008                             4.00 : 1.00
               FQ3 2008                             4.00 : 1.00
               FQ4 2008                             4.00 : 1.00
               FQ1 2009                             4.00 : 1.00
               FQ2 2009                             4.00 : 1.00
               FQ3 2009                             4.00 : 1.00
               FQ4 2009, and thereafter             3.75 : 1.00

   (B) Waste Services promises that it will maintain a
       Consolidated Senior Secured Leverage Ratio that does not
       exceed:

            For the Four               Consolidated Senior Secured
            Fiscal Quarters                    Leverage Ratio
            Ending                             Will Not Exceed
            --------------             ---------------------------
               FQ2 2004                             2.50 : 1.00
               FQ3 2004                             2.50 : 1.00
               FQ4 2004                             2.25 : 1.00
               FQ1 2005                             2.25 : 1.00
               FQ2 2005                             2.25 : 1.00
               FQ3 2005, and thereafter             2.00 : 1.00

   (C) Waste Services promises that its Consolidated Interest
       Coverage Ratio will not fall below:

            For the Four
            Fiscal Quarters                 Minimum Consolidated
            Ending                         Interest Coverage Ratio
            ---------------                -----------------------
               FQ2 2004                             2.50 : 1.00
               FQ3 2004                             2.50 : 1.00
               FQ4 2004                             2.75 : 1.00
               FQ1 2005                             2.75 : 1.00
               FQ2 2005                             3.00 : 1.00
               FQ3 2005                             3.00 : 1.00
               FQ4 2005                             3.00 : 1.00
               FQ1 2006                             3.00 : 1.00
               FQ2 2006                             3.00 : 1.00
               FQ3 2006                             3.00 : 1.00
               FQ4 2006, and thereafter             3.25 : 1.00

In his bank financing transaction, Waste Services, Inc., obtained
legal advice from:

          William J. Wiegmann, Esq.
          Shearman & Sterling LLP
          599 Lexington Avenue
          New York, New York 10022
          Telephone:(212) 848-8204
          Telecopy: (212) 848-7179

and the Lenders obtained legal counsel from:

          Christopher R. Plaut, Esq.
          Latham & Watkins LLP
          885 Third Avenue, Suite 1000
          New York, New York  10022
          Telephone: (212) 906-1200
          Telecopy:  (212) 751-4864

Waste Services, Inc. is a multi-regional integrated solid waste
services company that provides collection, transfer, disposal and
recycling services in the United States and Canada.  The company's
web site is http://www.wasteservicesinc.com/

                         *     *     *

As reported in the Troubled Company Reporter on August 20, 2004,
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured bank loan ratings on Waste Services, Inc., to
'B-' from 'B+' and its senior subordinated debt rating to 'CCC'
from 'B-'.  Simultaneously, Moody's Investors Service cut its
ratings WSII's $160 million guaranteed senior secured credit
facility due 2011 to Caa1; downgraded its rating on the company's
$160 million issuance of guaranteed senior subordinated notes
due 2014 to Ca; lowered Waste Service's Senior Implied Rating to
Caa1 and chopped the company's Senior Unsecured Issuer Rating to
Caa3.


WEIRTON STEEL: U.S. Govt. Objects to Debtors' Liquidation Plan
--------------------------------------------------------------
The United States government, on behalf of the United States
Environmental Protection Agency, complains that Weirton Steel
Corporation's Plan of Liquidation fails to comply with Section
1129(a) of the Bankruptcy Code because it contains provisions
that are inconsistent with the Bankruptcy Code, forbidden by law,
and impermissibly impairs the environmental rights and interest
of the Government.

Nathaniel Douglas, Esq., at U.S. Department of Justice, in
Washington, D.C., asserts that these Plan provisions are
objectionable:

A. Release of Authorized Agent and Former Officers and Directors
    of the Debtor

    The provision is inconsistent with Section 524(e) of the
    Bankruptcy Code, which provides that "discharge of a debt of
    the debtor does not affect the liability of any other entity
    . . . for such debt."

    The Plan provides no information describing the particular
    environmental liability of non-debtors for conduct of the
    business during the bankruptcy case that is intended to be
    released.  Mr. Douglas contends that any person that the Plan
    intends to provide a release for environmental liability and
    the legal basis for the release should be clear from the Plan.

B. Exculpation

    The Exculpation is overbroad and could be misconstrued to cut
    off the rights of the Government, Mr. Douglas remarks.  For
    instance, the language could be misconstrued as disallowing
    valid administrative expense claims against the Debtor to the
    extent that they relate to any act or omission "arising under
    the Chapter 11 case" or concerning the "administration of the
    Plan."

C. Discharge of Claims and Termination of Equity Interest

    Given that the Debtor is a liquidating corporation, Mr.
    Douglas relates that the discharge language provided under
    the Plan violates Section 1141(d)(3) of the Bankruptcy
    Code.

    Section 1141(d)(3) provides that:

       "[T]he confirmation of a plan does not discharge a debtor
       if (A) the plan provides for the liquidation of all or
       substantially all of the property of the estate; (B) the
       debtor does not engage in business after consummation of
       the plan; and (C) the debtor would be denied a discharge
       under Section 727(a) of this title if the case were a case
       under chapter 7 of this title."

    Subsections (A), (B) and (C) all apply to the Debtor.  Thus,
    pursuant to Section 1141(d)(3), the Debtor is not entitled to
    a discharge.

The Government also understands that the West Virginia Department
of Environmental Protection is engaged in settlement discussions
with the Debtor regarding the Shiloh Landfill.  In the event that
no final settlement is reached between the DEP and Weirton, then
the Plan would not address the Debtor's off-site environmental
liability with respect to the Shiloh Landfill.  In that case, the
Government asserts that the Debtor should modify the Plan to
provide for compliance with the environmental laws as to the
Shiloh Landfill.

Ultimately, the Government believes that Weirton should:

    (a) remove the discharge language as to any liability to
        governmental entities;

    (b) exempt liability to governmental entities under
        environmental laws; and

    (c) provide an exemption for any allowed administrative
        expense claim.

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)


* BOOK REVIEW: From Industry to Alchemy:
               Burgmaster, A Machine Tool Company
-------------------------------------------------
Author:     Max Holland
Publisher:  Beard Books
Paperback:  352 pages
List Price: $34.95

Order your personal copy at
http://amazon.com/exec/obidos/ASIN/158798153X/internetbankrupt

Review by Gail Owens Hoelscher

From Industry to Alchemy tells the story of people caught in
the middle of global competition, the institutional
restraints within which smaller companies had to operate
after the Second World War, the rise of Japanese industry,
and the conglomeration frenzy of the 1980s. The author's goal
in writing this book was to chronicle the decline in American
manufacturing through the story of that company.

Burgmaster was the culmination of the dream of a
Czechoslovakian immigrant, Fred Burg, who described himself
as a "born machinist." After coming to America in 1911, he
learned the tool-and-die trade, becoming so adept that he
"could not only drill the hole, but also make the drill." A
life-long inventor, he designed an electric automatic
transmission that was turned down by GM's Charles Kettering;
GM came out with a hydraulic version six years later. Forced
by finances to work in retailing, after World War II he
retired, moved to California and set up a machine-tool shop
with his son and son-in-law to manufacture the turret drill,
his own design. With the help of the Korean War, and a
previous shortage of machine tools, business took off. It was
a hands-on operation from the start and remained that way.
Burg once fired an engineer who didn't want to handle a
machine part because his hands would get dirty. Management
spent time on the shop floor, listening to employee ideas.
Burg lived and breathed research and development, constantly
fiddling to devise new machines and make old ones better.
Between 1955 and 1962, sales grew 13-fold and employees from
62 to 272. Burg Tool was featured on Richland Oil Company's
broadcast Success Stories.

By 1965, however, Fred Burg was getting old and the three
partners knew that Burgmaster needed to fund another
expensive, risky expansion to fill back orders or lose market
share. Although companies had made offers before, Houdaille,
a company named for the Frenchman who invented recoilless
artillery during World War I, seemed a good match. The two
had similar origins, it seemed.  Houdaille had begun an
ambitious acquisition program, and saw Burgmaster fitting
into an unfilled niche. With a merger, new capacity would be
financed, and "Burgmaster would continue to operate under
present management, personnel and policies but as a Houdaille
division."

What comes next is management by numbers rather than hands-on
decisionmaking; alienation of skilled blue-collar workers;
pushing aside of management; squelching of innovation;
foreign and domestic competition; bitter trade disputes;
leveraged buyouts; the politics of U.S. trade policy; Japan-
bashing; and the inevitable liquidation of Burgmaster and
loss of livelihood of more than 400 employees.

This book was originally titled When the Machine Stopped: A
Cautionary Tale from Industrial America," published in 1989.
It was named by Business Week as one of the ten best business
books of 1989. The Chicago Tribune said that "anyone who
wants to understand American business must read When the
Machine Stopped.Holland has written the best business book in
years."

The author explains trade regulations, the machine-tool
industry, and detailed corporate buyouts with equal clarity.
This down-to-earth book provides valuable insight into the
changes within an industry. It combines fascinating, creative
characters; number crunchers; growing corporate disdain for
manufacturing; and tangible consequences of Washington and
Wall Street gone crazy.

Max Holland is a writer and research fellow at the Miller
Center of Public Affairs at the University of Virginia. His
father worked for 29 years as a tool-and-die maker, union
steward, and machine shop foreman for Burgmaster.


                           *********

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

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

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

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

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

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

                          *********

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

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

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

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

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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