TCR_Public/040831.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, August 31, 2004, Vol. 8, No. 185

                          Headlines

AINSWORTH LUMBER: Moody's Reviewing B1 Ratings & May Downgrade
AMAZON.COM: Moody's May Upgrade Single-B & Junk Ratings
ARMOR HOLDINGS: Wins 5-Year $52 Million Marine Corps Contract
ARMSTRONG: Wants Exclusive Periods Extended into 2005
BREUNERS HOME: Employs Jenkens & Gilchrist as Special Counsel

BUFFETS HOLDINGS: S&P's B Corporate Credit Rating on CreditWatch
CARBIZ INC: Director Ross Quigley Discloses 14.3% Equity Stake
CHATTEM: S&P Puts Single-B Credit & Debt Ratings on CreditWatch
COLONIAL EXETER LLC: List of 20 Largest Unsecured Creditors
CONSECO FINANCE: Moody's May Cut 54 Securitization Ratings

CPKELCO APS: Planned Huber Acquisition Prompts Moody's Review
CRIIMI MAE: S&P Affirms Single-B Ratings on 2 Certificate Classes
CRYSTALIX GROUP: Auditors Express Going Concern Uncertainty
CSFB MORTGAGE: Moody's Assigns Ba2 Rating to $4.124MM Class Cert.
CSFB MORTGAGE: S&P Puts Low-B Ratings on Five Classes & Junks One

DOCKSIDE REFRIGERATED: Objections & Ballots Should be in Tomorrow
DONINI INC: Inks Security Purchase Agreement with Global Capital
DT INDUSTRIES: Creditors Must File Proofs of Claim by Sept. 6
DUNES PLAZA: U.S. Trustee Meets with Creditors on September 20
ENERSYS: Common Stock Begins NYSE Trading Under ENS Symbol

FAIRFAX FINANCIAL: Completes $95 Million 7-3/4% Senior Debt Issue
FLYI INC: Moody's Puts Debt Ratings Under Review & May Downgrade
FOOTMAXX HOLDINGS: June 30 Balance Sheet Upside-Down by $13.7 Mil.
FRESNO ASSOCIATION: Fitch Places BB+ Rating on $4.9 Million Bonds
GEO SPECIALTY: Creditors' Proofs of Claim Must be In by Thursday

GREATER CINCINNATI: List of 20 Largest Unsecured Creditors
GREENWICH CAPITAL: Moody's May Downgrade Ba2-Rated Class B-2 Certs
HARRAH'S ENT.: Gets 2nd FTC Request for Caesars Acquisition Info.
HIGH ROCK: Hires Hartman & Hartman as Bankruptcy Counsel
HOME INSURANCE: Moody's Withdraws Six Junk Ratings After Downgrade

IMC GLOBAL: S&P's B+ Rating on CreditWatch Pending Merger Outcome
INTERSTATE BAKERIES: Hires Alvarez & Marsal as 9/26 Deadline Nears
J.P. MORGAN: Fitch Puts Low-B Ratings on Privately Offered Classes
JAFRA COSMETICS: Moody's Confirms Single-B Ratings After Merger
JILLIAN'S ENT: Objections to Plan Must Be Filed By Sept. 30

KIVA CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
LEISURE TIME: Trustee Sues Debtor's Counsel for Malpractice
LEVI INDUSTRIAL: Case Summary & 20 Largest Unsecured Creditors
LOMA COMPANY: Taps Two Firms as Bankruptcy Counsel
MAILKEY CORP: Former Accountants Express Going Concern Doubt

MARKLAND TECH: Wolf & Co. Replaces Marcum as Accountants
MASTR: Fitch Assigns Low-B Ratings to Privately Offered Classes
N-VIRO INT'L: Chancery Court Sets Oct. 14 for Settlement Hearing
NATIONAL CENTURY: Deloitte Asks Court to Quash Rule 2004 Subpoena
NEWFIELD EXPLORATION: Completes $575M Inland Resources Acquisition

NEXPAK CORPORATION: Pays Critical Vendors' Prepetition Claims
NORTEK INC: Calls Sr. Floating Rate Notes Due 2010 for Redemption
NORTEK INC: Accepts Tendered 10% & 9.875% Notes for Purchase
ONLINE POWER: OPS Power LLC Completes $400,000 Asset Purchase
PARMALAT: Has Until Thursday to File Plan & Disclosure Statement

PEABODY LANDSCAPE: Case Summary & 20 Largest Unsecured Creditors
PEGASUS SATTELITE: Asks Court to Okay Key Employee Retention Plan
POCONO INCREDIBLE: First Creditors' Meeting Slated for Sept. 24
POTLATCH CORP: Inks $125 Million Credit Facility with BofA
POTLATCH CORPORATION: Fitch's Double-B Ratings on Watch Evolving

RCN CORPORATION: Overview & Summary of Chapter 11 Plan
RELIANT ENERGY: S&P Affirms B Credit Rating with Stable Outlook
SAFFRON FUND: Makes $54.9 Million Initial Liquidating Distribution
SEMGROUP: Moody's Assigns B1 Rating to SemCrude's $550M Facilities
SENECA GAMING: Launches $300 Million 7-1/4% Senior Debt Offering

SK GLOBAL: Wants Evans Industries to Pay $1,031,834 Plus Interest
SUN TERRACE: Case Summary & 20 Largest Unsecured Creditors
SYRATECH CORP: Likely Default Prompts Moody's Junk Ratings
TITANIUM METALS: Extends Labor Contract to December 10, 2004
UNIFI INC: S&P Downgrades Corporate Credit & Debt Ratings to B-

US AIRWAYS: Names Thomas R. Harter to Board of Directors
WCI STEEL: MIC Capital Files $140 Mil. Reorganization Plan for WCI
WESTPOINT STEVENS: Wants Court Nod to Assume Two Olin Sales Pacts
WORLDCOM INC: Judge Gonzalez Rejects $1MM Moen Infringement Claim
XPERIA CORP: Discloses $300,885 Equity Deficit for FY '04 1st Qtr.

YELLOW ROADWAY: Moody's Puts Ba1 Rating on $500MM Credit Facility

* Large Companies with Insolvent Balance Sheets

                          *********

AINSWORTH LUMBER: Moody's Reviewing B1 Ratings & May Downgrade
--------------------------------------------------------------
Moody's Investors Service placed the B1 ratings of Ainsworth
Lumber Co. Ltd. on review for possible downgrade on news of the
company's agreement to purchase Potlatch Corporation's oriented
strandboard -- OSB -- assets for US$459.5 million in cash.  
Moody's anticipates that Ainsworth will use the proceeds of new
debt plus some amount of cash on hand to fund the acquisition.  
Pending satisfaction of closing conditions, the transaction is
expected to close in September.  Moody's expects to complete its
review concurrent with the completion of definitive financing
arrangements.  This is expected to occur prior to or approximately
concurrent with closing.

Ratings Placed on Review

   Outlook:          Stable

   Senior Implied:   B1

   Issuer Rating:    B1

   US$320 million senior unsecured 6.75% Notes due March 15, 2014:
   B1

Ainsworth's existing B1 ratings reflect:

   * the company's relatively small size,

   * limited product and geographic diversity,
   
   * high level of debt, and

   * the extremely volatile pricing of its core OSB product line.

Near term pricing for OSB is expected to remain strong until
either or both of declining housing starts and new OSB capacity
additions cause pricing to revert to more normalized levels.   
Consequently, while near term results are expected to remain
exceptionally strong, mid-to-long results are expected to remain
quite volatile with Ainsworth's cash generation expected to vary
widely within relatively short periods of time.  Moody's ratings
also reflected the sound quality of the company's modern OSB mills
(three of which are wholly-owned with a third being a 50% joint
venture) together with solid fiber supply and liquidity
arrangements.

In addition to its impact on the above-noted factors, Moody's
review will, among other things, consider:

   * the capital structure of the company following the
     acquisition,

   * the level of achievable synergies and the corresponding
     effect on margins,

   * the anticipated performance of the combined company over the
     intermediate term, and

   * plans for future strategic growth and plans for debt
     reduction.

Ainsworth Lumber Co., Ltd., a British Columbia corporation
headquartered in Vancouver, Canada, is a publicly traded
integrated OSB producer that also manufactures specialty overlaid
plywood and finger-jointed lumber.  Post the Potlatch acquisition,
Ainsworth will have a 13% market share in OSB, and OSB sales will
represent approximately 97% of total revenues.


AMAZON.COM: Moody's May Upgrade Single-B & Junk Ratings
-------------------------------------------------------
Moody's Investors Service placed the long-term debt ratings of
Amazon.com on review for possible upgrade and affirmed its
speculative grade liquidity rating.  The review was prompted by
Amazon.com's consistent improvement in operating margins,
reduction in funded debt levels, and strengthening operating cash
flow.

These ratings are placed under review:

   * Senior implied of B2,

   * Issuer rating of B3,

   * Various convertible subordinated notes issues maturing 2009
     thru 2010 of Caa1,

   * Multiple shelf ratings of (P) B3, (P) Caa1, and (P) Caa2.

This rating is affirmed:

   * Speculative grade liquidity rating of SGL-2.

The review for upgrade will focus on the company's growth strategy
as it continues to diversify its revenue base and the impact of
the shifts in its business model on its revenues, operating
margins, and working capital.  The review will also focus on the
expectations for segment performance, as well as the company's
financial policies, including its plans for the significant cash
balances that are continuing to build.  Any upgrade as a result of
this review will most likely be modest as it is Moody's
expectation that the rating will continue to be constrained by the
lack of committed financing and the uncertainties associated with
a maturing business model.

For the LTM period ended June 30, 2004, Amazon's EBIT margin
improved to 6.4% from 5.1% for the FYE December 31, 2003.  In
addition, over the LTM period ending June 30, 2004, the company
has reduced its funded debt levels by approximately $350 million.  
The combination of Amazon's continued top line revenue growth
along with operating margin improvement and the funded debt level
reduction has resulted in strengthening leverage metrics with
adjusted debt/EBITDAR falling to 4.3x for LTM June 30, 2004 from
5.9x for the FYE December 31, 2003.

Amazon.com's liquidity rating of SGL-2 represents good liquidity.  
The rating considers the company's ability to continue to finance
its operations out of existing cash balances and positive cash
flow from operations without resorting to an outside source of
capital besides normal vendor relationships.  The rating is
constrained by:

   * Amazon's lack of alternate liquidity sources normally
     provided by a committed bank credit facility;

   * its net negative working capital position (after subtracting
     cash balances); and

   * its significant level of foreign based cash.

At June 30, 2004 approximately 56% of the company's cash was
located overseas and repatriation of these amounts to the U.S.
could potentially result in a tax cost.

Cash and short-term investments totaled $1.2 billion at
June 30, 2004, of which $80 million was pledged as collateral for
standby letters of credit that guarantee certain of its
contractual obligations and real estate lease agreements.  
Additionally, the cash balances provide a useful cushion of
financial flexibility that underpins the company's relationship
with its vendors, including the significant vendor financing that
they provide.  Amazon.com generated about $410 million of cash
from operations for the LTM period June 30, 2004.  Moody's expects
Amazon.com to be cash flow positive for the full year 2004 after
meeting working capital needs and higher projected capital
expenditures.  This could change if Amazon announces new business
initiatives or acquisitions which would require spending beyond
levels of either of the last two years.

Amazon.com, headquartered in Seattle, Washington, is the world's
largest Internet-based retailer.  Total revenues were
approximately $5.3 billion for fiscal year ending
December 31, 2003.


ARMOR HOLDINGS: Wins 5-Year $52 Million Marine Corps Contract
-------------------------------------------------------------
Armor Holdings, Inc. (NYSE: AH), a leading manufacturer and
distributor of security products and vehicle armor systems, has
been awarded a new 60-month Indefinite Delivery/Indefinite
Quantity government contract by the United States Marine Corps
Systems Command for ceramic body armor, which provides for an
award of up to approximately $52 million at the government's
option. The Company noted that it would announce specific orders
under this contract award as appropriate.

Robert Schiller, President and Chief Operating Officer of Armor
Holdings, Inc. said, "We are pleased to add this significant
program and to continue to support our Armed Forces.  While our
level of participation and that of any other company involved in
this program has yet to be determined, we believe that our strong
record of performance for past USMC SAPI programs will lead to
meaningful delivery orders as funding becomes available to the
Corps."

                    About Armor Holdings, Inc.

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

                         *     *     *
  
As reported in the Troubled Company Reporter's June 4, 2004   
edition, Standard & Poor's Ratings Services revised its outlook
on Armor Holdings Inc. to positive from stable. At the same time,   
Standard & Poor's affirmed its ratings, including the 'BB'  
corporate credit rating, on the security products supplier.  
  
"The outlook revision reflects Armor's improved financial   
flexibility from a proposed common stock offering and solid   
operating performance," said Standard & Poor's credit analyst   
Christopher DeNicolo.


ARMSTRONG: Wants Exclusive Periods Extended into 2005
-----------------------------------------------------
Rebecca L. Booth, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, reminds the Bankruptcy Court that Armstrong
World Industries, Inc.'s Fourth Amended Plan of Reorganization
filed on May 23, 2003, was confirmed by Judge Newsome.  The
Company is waiting for the United States District Court for
the District of Delaware to affirm the plan pursuant to 11 U.S.C.
Sec. 524(g).

On June 16, 2004, by designation order, AWI's Chapter 11 cases
were assigned to District Court Judge Eduardo C. Robreno.  Judge
Robreno entered a case management order requiring AWI and other
interested parties in AWI's Chapter 11 cases to submit status
reports on pending matters.  The reports were submitted on
July 28, 2004.  Following his review of those reports, Judge
Robreno will set a date for a status conference before him to
address the resolution of the pending matters before him,
including the Plan's confirmation.  Accordingly, the timing and
terms of confirmation and implementation of the Plan and
resolution of AWI's Chapter 11 cases remain uncertain.

In view of the substantial progress that has been made to date in
furtherance of the reorganization process and the unexpected
circumstances that have delayed the Plan's confirmation, the
Debtors believe that ample cause exists for the extension of their
exclusive periods to file a Plan and to solicit acceptances for
that Plan.  Ms. Booth asserts that the Debtors have invested a
substantial amount of time and effort to file and ultimately
confirm the Plan.  The filing of competing reorganization plans by
other parties-in-interest will necessarily result in the
disruption and dislocation of a plan process that is clearly well
under way.  The extension of the Exclusive Periods will avoid this
disruption and dislocation, and will enable the Debtors to confirm
the Plan in the manner contemplated by Chapter 11 of the
Bankruptcy Code.

Accordingly, the Debtors ask the U.S. Bankruptcy Court for the
District of Delaware to further extend:

   -- their Exclusive Plan Proposal Period through and including
      April 4, 2005; and

   -- their Exclusive Solicitation Period through and including
      June 6, 2005.

Ms. Booth also notes that the Debtors have made substantial
progress in furtherance of their rehabilitation and reorganization
efforts.  AWI has reached a global settlement of its liability for
asbestos property damage claims and held a confirmation hearing on
the Plan in mid-November 2003.  Debtors Nitram Liquidators, Inc.,
and Desseaux Corporation of North America, while not included in
the Plan, also have made substantial progress in resolving the
issues relating to their Chapter 11 cases.  Desseaux's sole asset
is its equity in Nitram, so a resolution of Nitram's liabilities
is critical to determining whether Desseaux's estate has any
value.  Nitram's liabilities relate primarily to certain non-
asbestos related personal injury actions that had been pending
against it as of the Petition Date, as well as the breach of
contract claims asserted by Southwest Recreational Industries --
the prepetition purchaser of Nitram's business.

During the course of its case, Nitram has agreed to a modification
of the stay to permit the personal injury actions to be
adjudicated outside of the Bankruptcy Court.  Some of these
actions have been resolved, and Nitram hopes to resolve the others
in due course.  As to Southwest's claim, in June 2004, the parties
submitted to the Bankruptcy Court an agreed order resolving their
disputes over Southwest's breach of contract claims.

Ms. Booth further points out that termination of the Exclusive
Periods would expose the Debtors' estates to the uncertainty of
multiple reorganization plans being proposed with the attendant
confusion, dislocation and negative impact on their operations,
asset values, and employee morale.  No other party-in-interest in
the Debtors' bankruptcy cases is in a position to file a
reorganization plan that could be confirmed without costly,
protracted litigation.

Ms. Booth assures the Bankruptcy Court that an additional
extension of the Exclusive Periods will neither prejudice nor put
pressure on any party-in-interest.

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major  
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior finishings, most notably floor
coverings and ceiling systems, around the world.  The Company
filed for chapter 11 protection on December 6, 2000 (Bankr. Del.
Case No. 00-04469).  Stephen Karotkin, Esq., Weil, Gotshal &
Manges LLP and Russell C. Silberglied, Esq., at Richards, Layton &
Finger, P.A., represent the Debtors in in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $4,032,200,000 in total assets and
$3,296,900,000 in liabilities. (Armstrong Bankruptcy News, Issue
No. 65; Bankruptcy Creditors' Service, Inc., 215/945-7000)   


BREUNERS HOME: Employs Jenkens & Gilchrist as Special Counsel
-------------------------------------------------------------
Breuners Home Furnishings Corp. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for authority
to continue employing Jenkens & Gilchrist Parker Chaplin LLP as
their special corporate and real estate counsel.

Jenkens & Gilchrist has represented the Debtors on corporate and
real estate matters since 1994.  The Debtors point out that the
firm holds a thorough knowledge of the Company's operations and
legal issues.  

Jenkens & Gilchrist is expected to provide advice on corporate and
real estate issues which may arise during the retailer's chapter
11 cases.

Edward R. Mandell, Esq., leads the team of professionals in this
engagement.  Mr. Mandell discloses that the firm received a
$25,000 retainer.  The attorneys and paraprofessionals who will
provide services to the Debtors and their hourly billing rates
are:

            Professionals        Billing Rate
            -------------        ------------
            Edward R. Mandell       $515
            Lawrence D. Swift        465
            David B. Horn            415
            Stephen Johnson          220
            Beth Friedman
            (paralegal)              170

To the best of the Debtors' knowledge, Jenkens & Gilchrist does
not hold any interest adverse to the Debtors or their estates.

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


BUFFETS HOLDINGS: S&P's B Corporate Credit Rating on CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
restaurant company Buffets Holdings Inc., including the 'B'
corporate credit rating, on CreditWatch with negative
implications.  The CreditWatch placement follows the company's
announcement that it is considering an initial public offering of
income deposit securities -- IDSs, representing shares of Buffets
Holdings' class A common stock and senior subordinated notes.

Upon completion of the transaction, Standard & Poor's will either
affirm or lower the ratings.  "Although the company has not yet
specified the use of proceeds, IDSs typically reduce financial
flexibility, as most of the issuer's cash flow is used to pay debt
service and a dividend on the new common shares," explained
Standard & Poor's credit analyst Robert Lichtenstein.  "As such,
the structure limits Buffets' ability to withstand potential
operating challenges, and also reduces the likelihood for future
deleveraging."

Another lesser risk of the new structure is that the subordinated
debt portion of the securities may not be treated as debt for U.S.
federal income tax purposes.  If all or a portion of the
subordinated notes are treated as equity rather than debt, the
interest on the subordinated notes will not be tax deductible by
the company.  This could make the IDS securities uneconomic and
expose Buffets to refinancing risk.  Standard & Poor's will
monitor the developments of the proposed offer.


CARBIZ INC: Director Ross Quigley Discloses 14.3% Equity Stake
--------------------------------------------------------------
Ross Quigley, a Carbiz, Inc. ("CZ" TSX:V) director, in accordance
with s. 110 of the Securities Act (Ontario) and National
Instrument 62-103 directly acquired 228,401 common shares in a
private transaction with an arm's length party at a price of $0.27
per share on August 23, 2004.  The acquisition brings Mr.
Quigley's total shareholdings in Carbiz to 14.3 per cent of the
company's issued and outstanding share capital.  Mr. Quigley
advises that the shares were acquired for investment purposes only
and that he may acquire more securities of the company at any time
in the future.

Carbiz, Inc., is a publicly traded company on the TSX Venture
Exchange, formerly the Canadian Venture Exchange.  The Company was
incorporated pursuant to the provisions of the Business
Corporations Act of Ontario -- OBCA -- under the name "Data
Gathering Capital Corp." on March 31, 1998.  On September 1, 1999,
the Company changed its name by articles of amendment under the
OBCA to Carbiz.com Inc., and then changed its name again on July
15, 2003 to Carbiz, Inc.  The Company is in the business of
developing, marketing, distributing and supporting software and
Internet products for the automotive sales finance industry.  The
Company also offers other after market car care products.

As of April 30, 2004, Carbiz, Inc.'s balance sheet shows a
$712,112 stockholders' deficit, compared to a $725,618 deficit at
January 31, 2004.

According to Carbiz, Inc.'s quarter filing ended April 31, 2004,
it Company incurred significant losses in the current quarter and
each of the past several years.  In addition, the Company has a
working capital deficiency as at April 30, 2004 and 2003.  The
Company's continued existence is dependent upon its ability to
achieve profitable operations and to obtain additional financing.
However, there can be no assurance that the Company will be able
to achieve profitable operations, nor that financing efforts will
be successful.


CHATTEM: S&P Puts Single-B Credit & Debt Ratings on CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
diversified consumer products manufacturer Chattem, Inc., on
CreditWatch with positive implications, including the 'B+'
corporate credit and senior unsecured debt ratings, and the 'B-'
senior subordinated debt rating on the company.

About $200 million of rated debt is affected by this action.

The CreditWatch listing follows a court-approved final settlement
of the class action lawsuit in the phenylpropanolamine -- PPA --
litigation relating to Chattem's Dexatrim brand.  The company
expects to record pretax charges totaling $10 million to
$15 million, which is below the previous estimate of $20 million
to $25 million.

"While the distribution of proceeds related to the settlement may
not be completed until fiscal 2005, Standard & Poor's believes the
court approval of the settlement largely resolves the company's
exposure to PPA litigation," said Standard & Poor's credit analyst
Patrick Jeffrey.  "Until now, Chattem's ratings have been
constrained by the potential effects of the lawsuit."

The CreditWatch listing is also based on Chattem's improving
business trends, demonstrated by its expectation that third-
quarter sales and earnings will exceed previous estimates.

Standard & Poor's will meet with management in the near term to
discuss these issues and the potential for a higher rating.

Chattem, Inc., is a leading marketer and manufacturer of branded
consumer products including Icy Hot, AsperCreme, Selsun Blue, Gold
Bond, and Bull Frog.


COLONIAL EXETER LLC: List of 20 Largest Unsecured Creditors
-----------------------------------------------------------
Colonial Exeter, LLC released a list of its 20 Largest Unsecured
Creditors:

    Entity                                     Claim Amount
    ------                                     ------------
Able Roofing                                        $61,700

Columbus City Treasurer                             $49,594

Geiger Southwest                                    $22,300

Century Maintenance                                 $15,284

Flooring Dist - Prop Management                     $13,902

Robinson Tree & Landscape                           $10,654

A&B Security Service Inc.                            $9,289

Smith's Detective & Security Inc                     $9,061

Better Workers Compensation                          $8,410
Corporate Processing Department

Crown Flooring                                       $8,000

Sears Commercial Credit                              $6,743

Wilmar Industries                                    $6,605

Maintenance Warehouse                                $6,536

Management Maintenance                               $6,501

Havens Willis Law Firm LLC                           $3,610

For Rent Magazine                                    $3,486

Whirlpool                                            $3,086

Columbus Gas of Ohio                                 $2,471

Watermaster America Inc.                             $2,370

Ohio Remcon Inc.                                     $2,316

Headquartered in Phoenix, Arizona, Colonial Exeter, LLC, the
Company filed for chapter 11 protection on August 17, 2004 (Bankr.
D. Ariz. Case No. 04-14545).  Dennis J. Wortman, Esq., at Dennis
J. Wortman, P.C., represents the Company in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated assets and debts of over $1 million.


CONSECO FINANCE: Moody's May Cut 54 Securitization Ratings
----------------------------------------------------------
Moody's Investors Service is placing under review for possible
downgrade the ratings on several senior, mezzanine and subordinate
classes from Conseco Finance's manufactured housing
securitizations.

The ratings review is prompted by the continued performance
deterioration of the pools, as reflected by the high levels of
cumulative losses and repossessions and erosion of credit support.

Green Tree Servicing, LLC, is servicing the loans in the
underlying transactions.  In June 2003, the sale of Conseco
Finance Corporation's manufactured housing business to CFN
Investment Holdings II, LLC, now known as Green Tree Investment
Holdings II, LLC, was completed.

The complete rating actions are as follows:

   Series 1999-6:

      * 7.36% Class A-1 Certificates, rated B2, on review for
        possible downgrade;

      * 7.96% Class M-1 Certificates, rated Caa1, on review for
        possible downgrade;

   Series 2000-1:

      * 7.62% Class A-4 Certificates, rated B2, on review for
        possible downgrade;

      * 8.06% Class A-5 Certificates, rated B2, on review for
        possible downgrade; and

      * 8.30% Class M-1 Certificates, rated Caa2, on review for
        possible downgrade.

   Series 2000-2:

      * 8.48% Class A-4 Certificates, rated B2, on review for
        possible downgrade;

      * 8.85% Class A-5 Certificates, rated B2, on review for
        possible downgrade;

      * 8.49% Class A-6 Certificates, rated B2, on review for
        possible downgrade; and

      * 9.08% Class M-1 Certificates, rated Caa2, on review for
        possible downgrade.

   Series 2000-3:

      * 8.26% Class A-1 Certificates, rated Ba2, on review for
        possible downgrade; and

      * 8.26% Class M-1 Certificates, rated Caa1, on review for
        possible downgrade.

   Series 2000-4:

      * 7.73% Class A-4 Certificates, rated B1, on review for
        possible downgrade;

      * 7.97% Class A-5 Certificates, rated B1, on review for
        possible downgrade;

      * 8.31% Class A-6 Certificates, rated B1, on review for
        possible downgrade; and

      * 8.73% Class M-1 Certificates, rated Caa2, on review for
        possible downgrade.

   Series 2000-5:

      * 7.70% Class A-5 Certificates, rated Ba2, on review for
        possible downgrade;

      * 7.96% Class A-6 Certificates, rated Ba2, on review for
        possible downgrade;

      * 8.20% Class A-7 Certificates, rated Ba2, on review for
        possible downgrade; and

      * 8.40% Class M-1 Certificates, rated B3, on review for
        possible downgrade.

   Series 2000-6:

      * 6.77% Class A-4 Certificates, rated A3, on review for
        possible downgrade;

      * 7.27% Class A-5 Certificates, rated A3, on review for
        possible downgrade;

      * 7.72% Class M-1 Certificates, rated Ba3, on review for
        possible downgrade; and

      * 8.20% Class M-2 Certificates, rated Caa2, on review for
        possible downgrade.

   Series 2001-1:

      * 2.50% Class IO Certificates, rated A3, on review for
        possible downgrade;

      * 6.21% Class A-4 Certificates, rated A3, on review for
        possible downgrade;

      * 6.99% Class A-5 Certificates, rated A3, on review for
        possible downgrade;

      * 7.54% Class M-1 Certificates, rated Ba2, on review for
        possible downgrade; and

      * 7.97% Class M-2 Certificates, rated B3, on review for
        possible downgrade.

   Series 2001-2:

      * 2.50% Class IO Certificates, rated A2, on review for
        possible downgrade;

      * 7.69% Class M-1 Certificates, rated Ba1, on review for
        possible downgrade; and

      * 8.13% Class M-2 Certificates, rated Ba3, on review for
        possible downgrade.

   Series 2001-3:

      * 2.50% Class IO Certificates, rated A3, on review for
        possible downgrade;

      * 5.79% Class A-3 Certificates, rated A3, on review for
        possible downgrade;

      * 6.91% Class A-4 Certificates, rated A3, on review for
        possible downgrade;

      * 7.15% Class M-1 Certificates, rated Ba1, on review for
        possible downgrade;

      * 7.44% Class M-2 Certificates, rated B3, on review for
        possible downgrade; and

      * 8.50% Class B-1 Certificates, rated Ca, on review for
        possible downgrade.

   Series 2001-4:

      * 2.50% Class IO Certificates, rated A2, on review for
        possible downgrade;

      * 6.09% Class A-3 Certificates, rated A2, on review for
        possible downgrade;

      * 7.36% Class A-4 Certificates, rated A2, on review for
        possible downgrade;

      * LIBOR + 1.75% Class M-1 Certificates, rated Baa2, on
        review for possible downgrade;

      * 8.59% Class M-2 Certificates, rated Ba1, on review for
        possible downgrade; and

      * 9.40% Class B-1 Certificates, rated B3, on review for
        possible downgrade.

   Series 2002-1:

      * LIBOR + 2.05% Class M-1-A Certificates, rated Baa2, on
        review for possible downgrade;

      * 7.95% Class M-1-F Certificates, rated Baa2, on review for
        possible downgrade;

      * 9.55% Class M-2 Certificates, rated Ba2, on review for
        possible downgrade;

      * 10.00% Class B-1 Certificates, rated B2, on review for
        possible downgrade; and

      * 9.86% Class B-2 Certificates, rated Ca, on review for
        possible downgrade.

   Series 2002-2:

      * 8.50% Class IO Certificates, rated A2, on review for
        possible downgrade;

      * 6.03% Class A-2 Certificates, rated A2, on review for
        possible downgrade;

      * 7.42% Class M-1 Certificates, rated Baa3, on review for
        possible downgrade;

      * 9.16% Class M-2 Certificates, rated Ba2, on review for
        possible downgrade;

      * 9.25% Class B-1 Certificates, rated B3, on review for
        possible downgrade; and

      * 9.25% Class B-2 Certificates, rated Caa2, on review for
        possible downgrade.


CPKELCO APS: Planned Huber Acquisition Prompts Moody's Review
-------------------------------------------------------------
Moody's Investors Service placed CPKelco Aps ratings under review
for possible upgrade (senior implied at B3) following the
announcement that Lehman Brothers Merchant Banking Partners II L.P
and J.M. Huber Corporation entered into a definitive agreement for
Huber to acquire CPKelco Aps from Lehman Brothers.

Huber is a private company and does not have a relationship with
Moody's.  The terms of the agreement have not been disclosed but
the transaction is expected to close at the end of September 2004.
Notwithstanding incomplete information on Huber and the terms of
the acquisition, two of three possible outcomes are likely to be
favorable to CPKelco Aps' debtholders and, therefore, Moody's is
putting CPK under review for possible upgrade in order to indicate
the possible rating outcome of the pending transaction.  The
favorable outcomes are:

   (1) CPKelco Aps' debt is retired by Huber; or

   (2) CPKelco Aps' debt obligations are assumed or guaranteed by
       Huber and we believe that Huber is a stronger credit than
       CPKelco Aps.

The third outcome is for CPKelco Aps' debt to continue to be
supported solely by CPKelco Aps, in which case the existing
ratings would be maintained.

Moody's expects to complete its review in early October once the
terms of the acquisition and the nature of the support, if any,
provided by Huber to CPKelco Aps' existing debt holders are known.

Ratings placed under review for possible upgrade:

     (i) B3 for the $50 million gtd. senior secured revolving
         credit facility, maturing 2006;

    (ii) B3 for the $87 million gtd. senior secured term loan A
         (comprised of USD $15 million, Euro 36 million, and Yen 3
         billion), maturing 2006;

   (iii) B3 for the $90 million gtd. senior secured term loan B,
         maturing 2008;

    (iv) B3 for the $29 million gtd. senior secured term loan C,
         maturing 2008;

     (v) Ca for the $293 million senior subordinated notes
         (comprised of USD $287 million and Euro 5.2 million), due
         2010;

    (vi) B3 for the company's senior implied rating; and

   (vii) Caa1 for the senior unsecured issuer rating.

CP Kelco Aps, headquartered in Chicago, Illinois, is a global
producer of hydrocolloid products (xanthan gum, pectin, and
carrageenan) that are used as thickeners and stabilizers in foods
and personal care products, industrial, and oil and gas
applications.


CRIIMI MAE: S&P Affirms Single-B Ratings on 2 Certificate Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on three
classes of certificates from CRIIMI Mae Trust I's commercial
mortgage bonds series 1996-C1.  At the same time, ratings on two
other classes from the same transaction are affirmed.

The raised ratings reflect increased subordination, primarily due
to the payoff of 12 certificates that served as collateral for the
mortgage bonds.  The affirmed ratings reflect credit enhancement
levels that are appropriate for the current ratings.

The Aug. 1, 2004, remittance report indicates that the collateral
pool consists of 21 classes of CMBS that have an aggregate balance
of $293.3 million, down from 35 classes and $449.1 million at
issuance.  This collateral represents eight distinct CMBS
transactions issued between 1994 and 1996.  The non-'D' rated
certificates in these CMBS transactions have an average rating of
'BBB-'.  More than 60.0% of the trust's collateral is concentrated
in three transactions:

   * Merrill Lynch Mortgage Investors, Inc.'s series 1995-C3
     (26.5%);
   
   * DLJ Mortgage Acceptance Corp.'s series 1995-CF2 (20.3%); and

   * Lehman Brothers Commercial Mortgage's series 1995-C2 (14.6%).

The eight CMBS transactions are collateralized by 296 loans with
an outstanding principal balance of $1.1 billion.  This collateral
is geographically diverse and Texas (16.7%), Michigan (8.1%), and
Florida (6.3%) are the only states with more than 6.0% of asset
concentration.  The trust has property type concentrations, which
collectively account for more than 70.0% of the underlying
collateral:

   * multifamily (33.5%),
   * lodging (22.9%), and
   * retail (17.2%) assets,

Because the collateral for the mortgage bonds are CMBS pass-
through certificates rather than mortgage loans, there is not a
direct relationship between real estate losses in the loan pools
and losses realized by the series 1996-C1 transaction.  Losses
associated with the mortgage loans are first realized by the CMBS
trusts that issued the pass-through certificates secured by the
mortgage loans.  The losses on the pass-through certificates
balances are then allocated to the balances of the series 1996-C1
mortgage bonds.  To mitigate the effect of losses on the rated
mortgage bonds, the issuer retained a subordinated equity interest
in the collateral securities. Losses realized on the collateral
securities are first allocated to the issuer's equity.  As of
Aug. 1, 2004, the issuer's equity totaled $40.1 million, down from
$100.1 million at issuance.

The most recent remittance report shows that there are 18 loans
with an aggregate outstanding balance of $114.5 million that are
delinquent.  REO assets and loans in foreclosure account for 49.1%
of this amount and loans that are 90-plus days delinquent
represent another 43.9% of this balance.

Standard & Poor's evaluated the specially serviced loans, the
delinquent loans, and other relevant information provided by
CRIIMI in its surveillance review.  The result of the analysis
adequately supports the raised and affirmed ratings.
    
                         Ratings Raised
    
                       CRIIMI Mae Trust I
            Commercial Mortgage Bonds Series 1996-C1
    
                                Rating
                     Class   To       From
                     -----   --       ----
                     B       AAA      BBB+
                     C       AAA      BBB
                     D       A+       BB
    
                        Ratings Affirmed
   
                       CRIIMI Mae Trust I
            Commercial Mortgage Bonds Series 1996-C1

                         Class   Rating
                         -----   ------
                         E       B
                         F       B-


CRYSTALIX GROUP: Auditors Express Going Concern Uncertainty
-----------------------------------------------------------
On May 10, 2004, the directors of Crystalix Group International
Inc. approved the election of De Joya & Company to audit the
financial statements for the fiscal year ended December 31, 2004.  
Also on May 10, 2004, the Company dismissed the former accountants
Stonefield Josephson, Inc.  The decision to change auditors was
based upon financial considerations. The Company's Board of
Directors recommended De Joya & Company.

Stonefield Josephson, Inc. had audited the Company's financial
statements for each of the last two fiscal years ended
December 31, 2003.  

Stonefield Josephson, Inc.'s audit report on the financial
statements of the Company as of, and for, the fiscal year ended
December 31, 2003 contained a paragraph stating:

     The accompanying consolidated financial statements have been
     prepared assuming that the Company will continue as a going
     concern.  The Company has incurred a net loss of $7,433,341,
     used cash for operations of $1,166,873 in the year ended
     December 31, 2003, is a party to various litigation, has a
     stockholders' deficit of $3,382,628 as of December 31, 2003
     and has a working capital deficit of $6,311,497 as of
     December 31, 2003. These conditions raise substantial doubt
     about the Company's ability to continue as a going concern.


CSFB MORTGAGE: Moody's Assigns Ba2 Rating to $4.124MM Class Cert.
-----------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by Credit Suisse First Boston Mortgage
Securities Corp. and ratings ranging from Aa1 to Ba2 to the
mezzanine and subordinate certificates in the deal.

The securitization is backed by adjustable-rate jumbo, conforming
balance and Alt-A mortgage loans originated by various originators
and acquired by DLJ Mortgage Capital, Inc.  The ratings are based
primarily on the credit quality of the loans, and on the
protection from subordination, overcollateralization -- OC, and
excess spread.  The credit quality of the loan pool for Groups 1-
8 is above and Group 9 is slightly below the average ARM loan pool
backing recent Alt-A securitizations.

Fairbanks Capital Corp., GreenPoint Mortgage Funding, Inc.,
Washington Mutual Mortgage Securities Corp., and Wells Fargo Bank,
N.A. will service the loans, and Wells Fargo Bank, N.A. will act
as master servicer for all loans other than for the mortgage loans
serviced by Washington Mutual Mortgage Securities Corp.  Moody's
has assigned Wells Fargo Bank, N.A. its top servicer quality
rating (SQ1) as a primary servicer of prime loans.

The complete rating actions are:

   CSFB Mortgage-Backed Pass-Through Certificates Series 2004-AR6

      * Class 1-A-1, Adjustable Rate, $34,614,000, rated Aaa;
      * Class 2-A-1, Adjustable Rate, $191,240,000, rated Aaa;
      * Class 3-A-1, Adjustable Rate, $45,137,000, rated Aaa;
      * Class 4-A-1, Adjustable Rate, $37,807,000, rated Aaa;
      * Class 5-A-1, Adjustable Rate, $52,640,000, rated Aaa;
      * Class 5-A-2, Adjustable Rate, $1,140,000, rated Aa1;
      * Class 6-A-1, Adjustable Rate, $113,100,000, rated Aaa;
      * Class 7-A-1, Adjustable Rate, $167,970,000, rated Aaa;
      * Class 8-A-1, Adjustable Rate, $64,875,000, rated Aaa;
      * Class 9-A-1, Adjustable Rate, $100,720,000, rated Aaa;
      * Class 9-A-2, Adjustable Rate, $210,400,000, rated Aaa;
      * Class 9-A-3, Adjustable Rate, $60,000,000, rated Aaa;
      * Class 9-A-4, Adjustable Rate, $20,000,000, rated Aaa;
      * Class 9-M-1, Adjustable Rate, $12,450,000, rated Aa2;
      * Class 9-M-2, Adjustable Rate, $6,220,000, rated A1;
      * Class 9-M-3, Adjustable Rate, $5,196,333, rated A3;
      * Class C-B-1, Adjustable Rate, $14,245,000, rated Aa2;
      * Class C-B-2, Adjustable Rate, $11,246,000, rated A2;
      * Class C-B-3, Adjustable Rate, $5,248,000, rated Baa1;
      * Class C-B-1X, Interest Only, rated Aa2; and
      * Class C-B-4, Adjustable Rate, $4,124,000, rated Ba2 EZ.


CSFB MORTGAGE: S&P Puts Low-B Ratings on Five Classes & Junks One
-----------------------------------------------------------------
Standard & Poor's Ratings Service raised its ratings on seven
classes of certificates from Credit Suisse First Boston Mortgage
Securities Corp.'s commercial mortgage pass-through certificates
series 2002-CKP-1.  At the same time, all other ratings from the
same transaction are affirmed.

The raised and affirmed ratings reflect credit support levels that
adequately support the raised and affirmed ratings under various
stress scenarios.

As of August 2004, the pool consisted of 160 fixed-rate mortgages
with an aggregate principal balance of $965.3 million, down from
$992.8 million at issuance.  Midland Loan Services, Inc., the
master servicer, provided interim and year-end 2003 net cash flow
-- NCF -- data for 96.3% of the pool.  Based on this information,
Standard & Poor's calculated the outstanding debt service coverage
-- DSC -- at 1.40x up from 1.37x at issuance.  To date, realized
losses have been experienced on one of the mortgage loans totaling
$147,000, or 0.01% of the pool.

The top 10 loans constitute 37.55% of the outstanding pool
balance, with a weighted average DSC ratio of 1.46x, up from
1.37x, at issuance, based on interim and year-end 2003 financials.
Two of the mortgages experienced DSC ratio declines.  One of the
mortgages, secured by 27 self-storage facilities in eight states,
experienced a 0.4% decline, while the second mortgage, secured by
a six office properties in Tennessee, experienced a 10% decline.  
The largest mortgage in the pool, totaling $63.9 million appears
on the watchlist, and will be discussed in depth later in the
press release.

As of the August 2004 distribution date, there are six specially
serviced mortgage ($16.5 million) loans with Lennar Partners,
Inc., the special servicer.  In addition to these six loans, there
is an additional loan that is 60 days delinquent ($0.697 million).
This loan will be transferred to the special servicer in the near
future.  Taken together, there are seven delinquent loans totaling
$17.2 million (1.71% of the pool) categorized as follows:

   * one is in foreclosure ($3.0 million),
   * two are 90 plus days delinquent ($7.0 million),
   * two are 60 days delinquent ($1.5 million),
   * one is 30 days delinquent ($3.0 million), and
   * one is late but less than 30 days delinquent ($2.4 million).

Three of the specially serviced loans, with an aggregate principal
balance of $6.6 million, are secured by multifamily properties in
Davenport, Iowa, and have the same sponsor but are not cross-
collateralized or cross-defaulted.  They were transferred to the
special servicer during the second quarter of 2004 due to monetary
default.  Another mortgage in the pool has the same sponsor and is
also secured by a multifamily property in Davenport.  This loan is
60 days delinquent and will be transferred to the special servicer
in the near future.  2003 financial data was not available for
these loans.  One of the loans is 90-plus days delinquent and is
secured by a 96-unit property, built in 1974.  One of the loans is
60 days delinquent.  It is secured by a 34-unit property built in
1972.  The remaining Davenport loan is secured by a 120-unit
property built in 1977 and is 30 days delinquent.  Property
inspection reports noted the properties to be in good condition
with the exception of the 96-unit property, which is in fair
condition.

Details concerning the three other specially serviced assets are
as follows:

   -- The first asset is a 90-plus days delinquent loan with a
      balance of $4.4 million.  It is secured by a 67,181-sq.-ft.      
      retail center in Port Washington, Wisconsin.  The anchor       
      tenant, Sentry Foods, vacated its space in April 2004 after
      the guarantor, Fleming Foods, rejected the lease while in
      bankruptcy.  A new tenant recently took over the anchor
      space.  The loan was transferred to Lennar in June 2004.  
      Lennar is currently negotiating a potential forbearance
      agreement with the borrower. The center's occupancy level as
      of July 2004 is 94%.  A property inspection report dated
      May 27, 2004 notes the property to be in good condition.  An
      appraisal amount is not available.

   -- The second asset is a $3 million mortgage secured by a 124-
      unit apartment building located 15 miles south of Kansas
      City, Missouri.  A May 2004 property appraisal report values
      the property in excess of the loan balance.

   -- The third asset is a less-than-30-days delinquent loan with
      a balance of $2.4 million.  It is secured by a 70,853-sq.-
      ft. storage facility, built in 1996, and located in
      Amissville, Virginia (60 miles southwest of Washington,
      D.C.).  In March of 2004, the property was transferred to
      Lennar due to unapproved transfer of ownership. Lennar is
      evaluating the transfer.

Midland reported 25 mortgages totaling $176.6 million (18.3% of
the pool) on its watchlist.  The watchlist includes the largest
loan in the pool.  The loan has a balance of $63.3 million (6.6%),
and is secured by a 778,190-sq.-ft. power center in Plymouth
Meeting, Pennsylvania, 18 miles from Philadelphia.  Built in 2001,
the complex is nestled in a suburban setting near a major highway.  
A property inspection report provided by Midland notes the
property to be in excellent condition.  The anchors include
Target ('A+') and Lowe's ('A'), which own their own stores.  The
collateral for the loan consists of 477,461 sq. ft. of in-line
space, with a tenant mix that includes Giant Foods, Seaman's
Furniture, and Best Buy.  Giant Food, which is owned by Ahold USA,
represents 14% of the in-line space.  The property appears on the
watchlist due to news concerning an investigation into an Ahold
earnings overstatement, which has since been closed.  The center
is 100% occupied as of April 2004 and has performed well.  Full
year 2003 NCF DSC was reported at 1.45x, up from 1.41x at
issuance.  Ahold's current credit rating is 'BB' with a positive
outlook.  Midland reported that the mortgage would be removed from
the watchlist by the next pay period.  The remaining loans appear
on the watchlist due to a variety of reasons, many for changes in
DSC or low DSC.

The pool is geographically diverse, with properties located in 35
states.  Concentrations in excess of 10% include:

   * Texas (18.4%), and
   * California (10.6%).  

Significant property concentrations include:

   * multifamily (29.5%),
   * retail (28.1%), and
   * office (24.1%).

Standard & Poor's stressed the specially serviced watchlist and
other loans in the pool that appeared to be underperforming.  The
resultant credit enhancement levels support the raised and
affirmed ratings.
   
                         Ratings Raised
   
      Credit Suisse First Boston Mortgage Securities Corp.
     Commercial mortgage pass-thru certs series 2002-CKP-1
   
                        Rating          Credit
            Class   To           From   Support (%)
            -----   --           ----   -----------
            B       AAA          AA          19.14
            C       AA+          AA-         17.73
            D       AA-          A           15.03
            E       A+           A-          13.48
            F       A            BBB+        12.07
            G       BBB+         BBB         10.53
            H       BBB          BBB-         8.98
   
                        Ratings Affirmed
   
      Credit Suisse First Boston Mortgage Securities Corp.
      Commercial mortgage pass-thru certs series 2002-CKP-1
   
                          Credit
                  Class   Rating   Support (%)
                  -----   ------   -----------
                  A-1     AAA           23.26
                  A-2     AAA           23.26
                  A-3     AAA           23.26
                  A-x     AAA               -
                  A-SP    AAA               -
                  J-AD    BBB-           7.60
                  K-Z     BB+            6.93
                  L       BB             5.26
                  N       B+             3.58
                  O       B              2.68
                  P       B-             2.17
                  Q       CCC            1.66


DOCKSIDE REFRIGERATED: Objections & Ballots Should be in Tomorrow
-----------------------------------------------------------------
Objections, if any, to confirmation of the Amended Liquidating
Plan of Reorganization of Dockside Refrigerated Warehouse, Inc.,
must be delivered by 4:00 p.m., Eastern Time, tomorrow, September
1, 2004, to the U.S. Bankruptcy Court for the District of
Delaware.  

Objections must:

     (i) be in writing:

    (ii) comply with the Federal Rules of Bankruptcy Procedure,
         the Bankruptcy Code and the General Court Orders;

   (iii) set forth the name of the objector, the nature and amount
         of any claim or interest asserted by the objector against
         the Debtors' estates or properties;

    (iv) state with particularity the legal and factual basis for
         the objection; and

     (v) be filed with the Bankruptcy Court Clerk, together with
         proof of service, and served on:

         (a) Adelman Lavine Gold and Levin
             919 North Market Street, Suite 710
             Wilmington, Delaware 19801
             Attn: Bradford J. Sandler, Esq.

         (b) Adelman Lavine Gold and Levin
             Four Penn Center, Suite 900
             Philadelphia, Pennsylvania 19103
             Attn: Alan I. Moldoff, Esq.

         (c) Office of the United States Trsutee
             J. Caleb Boggs Federal Building
             844 King Street
             Wilmington, Delaware 19801
             Attn: David Buchbinder, Esq.

Those creditors entitled to vote to accept or reject the Plan must
submit their ballots by tomorrow, September 1, 2004 at 5:00 p.m.
Eastern Time.  Ballots should be transmitted to:

             Adelman Lavine Gold and Levin
             Four Penn Center, Suite 900
             Philadelphia, Pennsylvania 19103
             Attn: Alan I. Moldoff, Esq.

Judge Mary F. Walrath will consider confirmation of the Plan at a
hearing on September 22, 2004.

Dockside Refrigerated Warehouse, Inc, filed for chapter 11
protection (Bankr. Del. Case No. 01-00933) on March 21, 2001
before the Honorable Mary F. Walrath.  Raymond H. Lemisch, Esq.,
Bradford J. Sandler, Esq., and Alan I. Moldoff, Esq., at Adelman
Lavine Gold and Levin represent the debtor.  


DONINI INC: Inks Security Purchase Agreement with Global Capital
----------------------------------------------------------------
On June 7, 2004, Donini Inc. entered into a Security Purchase
Agreement with Global Capital Funding Group, L.P., of Cumming,
Georgia, whereby Global purchased a $1,500,000 convertible Note
from the Company. The Note was purchased at 80% of par and has a
three-year term. The Note is redeemable and convertible at a price
to be determined at any time ninety (90) days after closing. The
Note is secured by the Company's accounts receivable, general
intangibles, inventory, fixed assets and equipment.

The Company also issued a Warrant to purchase 500,000 shares of
common stock exercisable at 110% of the closing bid price of the
common stock on the day prior to closing.

                        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 was delinquent in its Form 10-Q reporting obligations and
did not file a notification with the Securities and Exchange
Commission explaining the reason for its tardiness. The Company's
February 29, 2004, balance sheet shows the company's liabilities
exceed its assets by $1,030,904.


DT INDUSTRIES: Creditors Must File Proofs of Claim by Sept. 6
-------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
Ohio sets September 6, 2004 at 4:00 p.m., as the deadline for
creditors to file their proofs of claim against DT Industries,
Inc. and its debtor-affiliates.

Creditors must file written proofs of claim on or before the
September 6 Claims Bar Date and claim forms must be delivered to:

        Office of the Clerk
        United States Bankruptcy Court
        120 West Third Street
        Dayton, Ohio 45402

The Bar Date applies to all non-governmental claims, whether the
claims are secured or unsecured, matured or un-matured, disputed
or undisputed, liquidated or un-liquidated, fixed or contingent
and legal or equitable.

For governmental units, the deadline to file claims is 4:00 p.m.
on November 9, 2004.

Headquartered in Dayton, Ohio, DT Industries, Inc.
-- http://www.dtindustries.com/-- is an engineering-driven  
designer, manufacturer and integrator of automated systems and
related equipment used to manufacture, assemble, test or package
industrial and consumer products. The Company, along with its
affiliates, filed for chapter 11 protection (Bankr. S.D. Ohio Lead
Case No. 04-34091) on May 12, 2004. Ronald S. Pretekin, Esq., at
Coolidge Wall Womsley & Lombard, represents the Debtors in their
restructuring efforts. When the Debtors filed for protection from
their creditors, they listed $150,593,000 in assets and
$142,913,000 in liabilities.


DUNES PLAZA: U.S. Trustee Meets with Creditors on September 20
--------------------------------------------------------------
The United States Trustee for Region 2 will convene a meeting with
Dunes Plaza Associates' creditors at 2:30 p.m., on September 20,
2004, at 80 Broad Street, Second Floor, in Manhattan.  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.

Dunes Plaza Associates and Sherwood Plaza Associates, Ltd., own,
as tenants-in-common, a freestanding retail building in Brandon,
Florida.  Originally leased for $929,264 per year, Kmart occupied
the store and then sublet it to Hechinger's and then to Burlington
Coat Factory, the current tenant.  Burlington pays $643,200 in
annual rent, which is insufficient to service the Debtors' $24.8
million mortgage obligations.  The Debtors filed for chapter 11
protection on August 18, 2004 (Bankr. S.D.N.Y. Case No. 04-15403).  
Ira S. Greene, Esq., at Hogan & Hartson, LLP, represents the
Debtors in their restructuring.


ENERSYS: Common Stock Begins NYSE Trading Under ENS Symbol
----------------------------------------------------------
EnerSys (NYSE: ENS) filed an Original Listing Application with
respect to its common stock that was authorized for listing on the
New York Stock Exchange on July 26, 2004.  12,500,000 shares of
common stock began trading on the New York Stock Exchange under
the ticker symbol ENS effective with the opening of trading on
July 30, 2004.

The listing requirements of the New York Stock Exchange require
that EnerSys disclose that additional information is available
upon which the New York Stock Exchange relied to list the company,
and is included in the listing application it filed.  Such
information is available to the public upon request.

For more information, please contact Richard Zuidema, Executive
Vice President, EnerSys, P.O. Box 14145, Reading, PA 19612-4145.  
Tel: 800/538-3627; Web site: http://www.enersys.com/

EnerSys (f/k/a EnerSys Holdings, Inc.) is a world leader in stored
energy solutions for industrial applications, manufactures and
distributes reserve power and motive power batteries, chargers,
power equipment, and battery accessories to customers worldwide.  
These include the datacom and telecom, financial and utility
markets as well as the material handling and ground handling
industries.  The company also provides aftermarket and customer
support services to its customers from over 100 countries through
its sales and manufacturing locations around the world.

                          *     *     *

As reported in the Troubled Company Reporter on August 5, 2004,
Standard & Poor's Ratings Services raised its corporate credit  
rating on industrial battery manufacturer EnerSys (formerly  
EnerSys Holdings Inc.) and its EnerSys Capital Inc. unit to 'BB'  
from 'BB-'.

At the same time, Standard & Poor's raised its senior secured bank  
loan rating on EnerSys Capital's $480 million senior secured  
first-lien credit facility to 'BB' and affirmed its recovery  
rating of '4'.  The bank facility consists of a $100 million  
revolving credit facility due 2009 and a $380 million term loan  
due 2011.

All ratings were removed from CreditWatch, where they were placed  
on June 2, 2004.  Standard & Poor's also withdrew its rating on  
the Reading-Pennsylvania-based company's $120 million senior  
second-lien term loan due 2012. The outlook is stable.

"The upgrade reflects Standard & Poor's expectations of a  
sustained improvement in the company's debt leverage following the  
completion of an initial public offering of 12.5 million shares of  
common stock," said Standard & Poor's credit analyst Linli Chee.  
The IPO sold at $12.50 per share, yielding net proceeds of roughly  
$140 million.


FAIRFAX FINANCIAL: Completes $95 Million 7-3/4% Senior Debt Issue
-----------------------------------------------------------------
Fairfax Financial Holdings Limited (TSX:FFH) (NYSE:FFH) has
completed its previously announced offering of $95 million of its
7-3/4% Senior Notes due 2012 at an issue price of 97.25%.

As part of its ongoing deleveraging efforts, Fairfax has
repurchased $15.5 million of its 7.375% Senior Notes due 2006.
Fairfax intends to use the proceeds of the offering completed
today to continue to purchase its outstanding debt from time to
time, based on market conditions. To the extent Fairfax is unable
to purchase its outstanding debt at prices it believes are
reasonable, Fairfax will use the proceeds from the offering
completed today for general corporate purposes. Pending such use,
such proceeds are expected to be invested in short-term marketable
securities.

Banc of America Securities LLC acted as sole book-running manager
for this offering. A copy of the final prospectus supplement and
related base shelf prospectus may be obtained from Banc of America
Securities LLC, Prospectus Department, 100 West 33rd Street, New
York, NY 10001, Phone: (646) 733-4166.

This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.

                         About the Company

Fairfax Financial Holdings Limited is a financial services holding
company which, through its subsidiaries, is engaged in property
and casualty insurance and reinsurance, investment management and
insurance claims management.

                           *     *     *

A.M. Best Co. assigned a debt rating of "bb+" to Fairfax  
Financial Holdings Limited's (NYSE: FFH, Toronto: FFH) 7.75%
senior unsecured notes due 2012 issued as part of its debt  
exchange offer.  The outlook for all debt ratings remains
negative, A.M. Best says.  

Fairfax has exchanged a portion of the company's existing $275  
million of 7.38% notes due 2006, $170 million of 6.88% notes due  
2008 and wholly owned TIG Holdings, Inc. $97.7 million 8.125%  
notes due 2005 for a combination of cash and a specific amount of  
the new notes. The new notes have terms and covenants  
substantially similar to the existing securities.  

Fairfax has also announced that it intends to file a $750 million  
shelf registration that will allow the new 2012 notes exchanged  
for the TIG Holdings notes to be re-exchanged for similar 2012  
notes that will be registered with the U.S. Securities and  
Exchange Commission. In addition, the shelf registration will  
allow Fairfax the opportunity to issue additional debt or equity  
over the next two years.  

A.M. Best views Fairfax's exchange offer as a long-term positive  
move given management's attempt to proactively de-lever the  
holding company and provide additional short-term financial  
flexibility over the next few years as the maturity profile of the  
company's debt is lengthened. The immediate negative impact will  
be the need to utilize existing holding company cash. However,  
despite this use of cash, Fairfax's liquidity is sufficient to  
meet its cash needs in 2004. The company's debt ratings reflect,  
in part, management's consistent proactive efforts to maintain  
sufficient holding company liquid assets to meet holding company  
obligations, as well as flexibility to provide capital support to  
subsidiaries if needed.  

A.M. Best believes that tax-sharing payments and stock dividends  
derived from quality earnings at Fairfax's investments in Odyssey  
Re and Northbridge, combined with dividend payments allowed by  
earnings at its wholly owned Crum & Forster operation, should  
provide sufficient cash flow to the holding company to meet its  
obligations. In addition, the expected release of Fairfax's shares  
of Odyssey Re currently held in trust will provide added financial  
flexibility in the second quarter. The trust was established with  
the California Department of Insurance to effect the restructuring  
of the TIG companies.  

The negative outlook reflects A.M. Best's concerns regarding  
continued negative loss reserve development at Fairfax's run-off  
operations, which could result in significant earnings volatility  
and potential disruption of dividends from wholly owned  
subsidiaries. In 2003, reserve development was offset by sizable  
realized gains. Despite a history to the contrary, expectations in  
2004 are for a more modest level of realized gains.


FLYI INC: Moody's Puts Debt Ratings Under Review & May Downgrade
----------------------------------------------------------------
Moody's Investors Service placed the debt ratings (Senior Implied
Rating, B3) of FLYi, Inc., and its primary operating subsidiary
Atlantic Coast Airlines, Inc., under review for possible
downgrade.  Ratings placed under review:

   FLYi, Inc.

      * $125 million of senior unsecured convertible notes: Caa3

   Atlantic Coast Airlines, Inc.

      * Senior Implied Rating B3

      * Issuer Rating Caa3

      * Series 1997 Enhanced Equipment Trust Certificates

         * Class A Baa3,

         * Class B B1,

         * Class C B3

The review was prompted by the difficulties the company is
experiencing during the initial stages of its transition from a
fee for service carrier to a fully independent airline including
lower than expected load factors and yields, higher than
anticipated costs associated with the transition, and an earlier
than expected termination of its fee for service contract with
Delta Air Lines, Inc.  The review will focus on the cash flow and
liquidity implications of these factors and the likelihood that
the company's current substantial cash balances will be sufficient
to support operations until a financially stable business base can
be built.

Moody's will assess the ability and the length of time necessary
for the company to increase currently low passenger load factors
at fare levels sufficient to generate a profit.  Moody's notes
that the rapid expansion of capacity at Dulles International
Airport (FLYi's primary hub) has been one of the primary factors
in the under performance of these two metrics.  Also included in
the review will be an assessment of the impact on liquidity of the
earlier than expected termination of the company's contract with
Delta Air Lines, Inc., the cost of conversion of the remainder of
the regional jet fleet to service as Independence Air, and the
costs associated with disposing of aircraft that are or will be
grounded by the company as a result of the cancellation of the
United and Delta contracts.  Moody's anticipates that cash will
decline from current levels ($345 million at the end of June 2004)
if current business pressures and high fuel prices persist.  In
addition, FLYi faces large aircraft lease payments in early 2005.  
An expectation that cash flows will be sufficient to enable the
company to maintain adequate liquidity through the seasonally weak
first calendar quarter would be supportive of the current ratings
but any expectations of protracted weak cash flow and eroding
liquidity would result in a downgrade.

Moody's will also review the current values of the aircraft
securing the company's Enhanced Equipment Trust Certificates.  The
aircraft securing these certificates include eight J-41 turboprops
and six CRJ-200ER aircraft.  Should the loan to value associated
with the Class A certificates be determined, in Moody's opinion,
to have deteriorated to a level substantially higher than 50%, a
downgrade of these certificates may be deemed to be warranted.
Junior debt classes will be adjusted accordingly.

FLYi, Inc. and its primary subsidiary, Atlantic Coast Airlines,
Inc. doing business as Independence Air and are headquartered in
Dulles, Virginia.


FOOTMAXX HOLDINGS: June 30 Balance Sheet Upside-Down by $13.7 Mil.
------------------------------------------------------------------
Footmaxx Holdings Inc., a Canadian owned company and one of North
America's leading suppliers of corrective foot orthotics and
diagnostic systems reported second quarter financial results.

During the second quarter of 2004, the Company continued to face
the challenges created by a strengthening Canadian dollar and a
soft market demand for orthotics and associated orthotic ordering
systems. As a result, final revenues were $3,519,058 or 6.0% below
prior year revenues of $3,745,321. The Company successfully
implemented cost reduction programs late in 2003 and early in 2004
to reduce the effects of the softer demand and the unfavorable
foreign exchange situation. As a result Net Income for the second
quarter was $20,059 versus a Net Loss of $285,447 for the second
quarter of 2003. EBITDA for the second quarter improved by
$308,079, from $268,201 in 2003 to $576,280 in 2004.

Year to date revenues decreased from $7,533,639 in 2003 to
$6,607,362 in 2004 for the first six months of the year. A softer
demand and the negative impact of unfavorable foreign exchange was
substantially offset by the cost reduction programs as EBITDA
improved from $669,696 for the first two quarters of 2003 to
$1,007,538 for the first two quarters of 2004. Net Loss for the
first two quarters of 2004 improved by $360,031 from a net loss of
$466,624 in 2003 to a net loss of $106,593 in 2004. Favorable
effect of balance sheet exchange has contributed, however cost
reduction programs for fixed expenses have been the main
contributor to the improvement in profitability in 2004.

                        Footmaxx Holdings Inc.
               For the Six Months Ended June 30, 2004
                 Management Discussion and Analysis

Overall Performance
  
During the second quarter of 2004, the Company continued to face
the challenges created by a strengthening Canadian dollar and a
soft market demand for orthotics and associated orthotic ordering
systems. As a result, final revenues were $3,519,058 or 6.0% below
prior year revenues of $3,745,321. The Company successfully
implemented cost reduction programs late in 2003 and early in 2004
to reduce the effects of the softer demand and the unfavorable
foreign exchange situation. As a result Net Income for the second
quarter was $20,059 versus a Net Loss of $285,447 for the second
quarter of 2003. EBITDA for the second quarter improved by
$308,079, from $268,201 in 2003 to $576,280 in 2004.

Year to date revenues decreased from $7,533,639 in 2003 to
$6,607,362 in 2004 for the first six months of the year. The
softer demand and the negative impact of unfavorable foreign
exchange was substantially offset by the cost reduction programs
as EBITDA improved from $669,696 for the first two quarters of
2003 to $1,007,538 for the first two quarters of 2004. Net Loss
for the first two quarters of 2004 improved by $360,031 from net a
loss of $466,624 in 2003 to a net loss of $106,593 in 2004.
Favorable effect of balance sheet foreign exchange has
contributed, however cost reduction programs for fixed expenses
have been the main contributor to improved profitability in 2004.

                        Results of Operations

Revenues

Revenues for the second quarter of 2004 decreased $226,263, from
$3,745,321 in Q2 2003 to $3,519,058 in Q2 2004, a decrease of
6.1%. The decline in the value of the US dollar, the currency in
which Footmaxx transacts a majority of its business cost the
Company $84,600 or 2.3% of the decrease. The continued weak demand
for orthotics in the North American market was responsible for a
further 0.5% decrease in revenues and weak sales of the Company's
orthotic ordering computer systems contributed another 3.3%
decrease in revenues.

Year to date revenues as at the end of the second quarter were
$6,607,362 which is a $923,277 or 12.3% decrease in revenues from
the same period of 2003. The stronger Canadian dollar contributed
$373,200 of the decrease. Weak sales of the orthotic ordering
computer systems decreased $340,000. The balance of the decrease
was due to soft demand custom orthotic products.

The revenues in Canada for Q2 2004 were 6.2% below revenues in
Canada for Q2 2003. This decrease in revenues was caused by weak
demand for orthotics and also weak sales of the company's orthotic
ordering computer systems. The decrease in international business
was 5.9% of which two thirds was caused by the unfavorable foreign
exchange situation and the balance caused by weak sales of the
orthotic ordering systems as the demand for orthotics remained
constant versus the same period in 2003.

Year to date revenues for Canada decreased by $312,774 or 10.1%
mainly due to a weak demand for Orthotic products which
contributed 75% of the decrease. The balance was the result of
weak demand for the orthotic order computer systems. The
international market revenue decreased by $613,503 or 13.8% with
an unfavorable foreign exchange contributing 60% of the shortfall.
Weak demand for orthotic ordering systems contributed that
majority of the balance of the decrease.

Gross Profit

Gross Profit for the second quarter of 2004 decreased $79,266 or
3.8% from $2,109,480 in 2003 to $2,030,214 in the second quarter
of 2004. The unfavorable net impact of the strengthening Canadian
dollar on gross profit was approximately $58,400. The balance of
the decrease was due to the volume decrease in orthotics and
associated orthotic ordering systems.

Year to date gross profit decreased $494,067 or 11.4% from
$4,324,285 year to date at June 30,2003 to $3,830,218 at June
30,2004. Unfavorable foreign exchange impact accounted for
$267,800 of the decrease. The decrease in volume of custom
orthotics and orthotic order systems equally contributed to the
balance of the decrease.

Canadian gross profit for the second quarter increased slightly
over the level of the second quarter of 2003. The decrease in
revenues was more than offset by cost reduction efforts. Gross
profit in the International business was impacted by $58,400 of
unfavorable foreign exchange impact. The balance of the decrease
was due to volume reduction in computer system revenues.

Year to date gross profit in Canada decreased by $44,260 or 2.6%
from $1,717,965 for the first six months of 2003 to $1,673,705 for
the same period in 2004. Cost reduction efforts helped offset the
impact of revenue reduction. International gross profit decreased
$449,807 or 17.3% from $2,606,320 year to date Q2 203 to
$2,156,513 for the same period of 2004. The net effect of the
strengthening Canadian dollar contributed approximately $280,000
of the reduction. The balance was due to the reduced revenues in
orthotic ordering systems.

Operating Expenses

Selling and administrative expenses decreased $378,117 or 23.7%
during the second quarter of 2004. The favorable effect of the
stronger Canadian dollar reduced US sales and administration
expenses by approximately $140,000 including a favorable $110,000
balance sheet foreign exchange variance. The balance of the
$378,000 reduction is related to cost reduction programs
implemented in late 2003 and early 2004. In addition the company
has paid lower commissions due to the lower than expected sales
volume.

Year to date selling and administration expenses decreased
$802,689 or 25.4% from $3,155,430 for the first six months of 2003
to $2,352,741 for the same period in 2004. The strengthening
Canadian dollar contributed approximately $270,000 of the decrease
including a favorable $181,000 balance sheet exchange variance.
The balance of the $803,000 decrease is related to cost reduction
programs implemented in late 2003 and early 2004. In addition the
company has paid lower commissions due to the lower than expected
sales volume.

Information technology expenses experienced a slight reduction on
both the second quarter and year to date expense level due to
improved cost control.

Net Income (Loss)

Net Income for the second quarter of 2004 was $20,059 which is an
$305,506 improvement compared to the $285,447 loss for the second
quarter of 2003. The $378,117 decrease in Selling and
Administration expenses was more than enough to offset the $79,266
decrease in gross profit. The fixed expense decrease is the result
of cost reduction programs implemented late in 2003 and early in
2004.

Year to date Net Loss of $106,593 is a $360,031 improvement over
the $466,624 shown for the first six months of 2003. The $494,067
decrease in gross profit was more than offset by the $802,689
decrease in selling and administration expenses. The major
contributor to the fixed expense decrease is the cost reduction
programs of late 2003 and early 2004.

EBITDA

Earnings before interest, taxes, depreciation and amortization for
2004 increased by $308,079 from $268,201 in Q2 2003 to $576,281 in
the second quarter of 2004. Year to date EBITDA for the six months
ended June 30,2004 increased $337,842 from $669,696 in 2003 to
$1,007,538 in 2004. The decreases in gross profit has been more
than offset by successful implementation of the cost reduction
programs. EBITDA has been used by the Company historically to
measure the cash flow profit generated by operations. EBITDA is
also used in calculating some of the Company's debt covenants for
the Royal Bank line of credit and the Penfund long term debt.

Liquidity

Working Capital deficiency

The company has a working capital deficiency as reported by the
classifications on the balance sheet. However, this includes the
Penfund long term loan that has been classified as a current
liability due to the fact the Company is in violation of one its
financial covenants as at the end of the end of December 2003 and
the first two quarters of 2004. However, it is most likely that
the company will be in compliance of these covenants for the last
two quarters of 2004 due to the improving profit picture and the
reduced utilization of the royal Bank short term indebtedness. The
company continues to meet all of its obligations in a timely
manner.

Cash Flow

Cash flow for the second quarter of 2004 was positive $38,249.
During the quarter, the Company maintained its bank debt, paid a
$100,000 bonus interest payment and reduced its long term debt by
$222,222. Year to date cash flow for the six months ended June
30,2004 was positive $72,723 with the company reducing its long
term debt by $ 444,444 and paying the $100.000. The Company also
reduced its bank indebtedness by $90,615. Management feels that
the positive cash flow trend will continue and the Company will be
able to meet all of its obligations in a timely manner, as it is
currently doing. Collections of account receivable remained good
with average days outstanding at 39 days at the end of the second
quarter.

Capital Expenditures

The Company made investments in capital assets in the amount of
$10,0376 during the second quarter that were related mainly to the
equipment pool to meet demand from trial, loaner and rental
systems customers. This brings the total investments in capital
assets to $ 72,703 for the six months ended June 30,2004. These
investments will support increases in the orthotic volumes.

Debt Covenants

During the second quarter of 2004, the Company achieved all of the
Royal Bank covenants but was in violation one of the EBIT related
Penfund covenants. Penfund has provided the Company with a letter
of waiver.

2004 Financial Outlook

The cost reduction programs that the Company implemented in late
2003 and also early 2004 has been very successful as the cost
savings has been able to more than offset the decrease in revenues
and mitigate the unfavorable foreign exchange situation. The
company has introduced new product lines that should increase the
volumes of custom orthotics, which should lead to improved
financial results.

Critical Accounting Estimates

The presentation of the financial statements in conformity with
Canadian generally accepted accounting principles requires
management to make estimates and assumptions that affect the
amounts reported in the consolidated financial statements and
accompanying notes. These estimates are based on management's best
knowledge of current events and actions that the company may take
in the future. Actual results could differ from those estimates.
The following critical accounting policies are impacted by
judgements, assumptions, and estimates used in the preparation of
the 2003 and interim 2004 consolidate financial statements.

Allowance for Doubtful Accounts

The Company records an allowance for doubtful accounts related to
amounts receivable that are considered to be non-collectible. The
allowance is based in the Company's best knowledge of the
financial condition of its customers, the aging of the
receivables, the current business environment and customer and
industry historical experience. A change in these factors could
impact the estimated allowance and the provision for bad debts
recorded in operating expenses.

Inventory Valuation

The Company values its inventory on a first-in, first-out basis,
at the lower of cost or market cost for orthotic raw materials and
computer hardware for resale. The company regularly adjusts its
inventory valuation based on net realizable value, taking into
consideration factors such as inventory aging and future demand
for the inventory. A change in these assumptions could impact the
valuation of inventory and have a resulting impact on margins.

               Transactions with Related Parties

The company has had no related party transactions during 2004.

Non-GAAP Measures

In the MD&A and elsewhere, measures such a EBITDA and other terms
that are not defined by generally accepted accounting principles
are used. The use of these terms may not be consistent with the
way these terms are used by others. Where possible, in particular
for EBITDA, tables and other information are provided that enables
readers to reconcile between such non-GAAP measures and standard
GAAP measures. While these measures are not defined by or required
by GAAP, this information is provided to readers to help them
better understand significant measures.

Oversight Role of the Audit Committee

The Audit Committee reviews, with management, the Company's
quarterly MD&A and related consolidated financial statements and
approves the release to shareholders. Management also periodically
presents to the Audit Committee a report of their assessment of
the Company's internal controls and procedures for financial
reporting.

                         About the Company  

Footmaxx produces and globally markets high quality,  
state-of-the-art foot orthotics. Footmaxx's proprietary software  
uses advanced computer techniques to produce individually  
prescribed and technologically superior foot orthotics which  
reduce foot, knee, hip and lower back pain and enhance both the  
comfort and performance level of the wearer. For more information  
on Footmaxx visit http://www.footmaxx.com/

At June 30, 2004, Footmaxx Holdings' balance sheet showed a
$13,784,057 stockholders' deficit, compared to a $13,677,462
deficit at December 31, 2003.


FRESNO ASSOCIATION: Fitch Places BB+ Rating on $4.9 Million Bonds
-----------------------------------------------------------------
Fitch Ratings affirms the 'BBB-' rating on $67,615,000 California
State University Fresno Association, Inc.'s auxiliary organization
event center revenue bonds, senior series 2002, and the 'BB+'
rating on $4,935,000 California State University Fresno
Association, Inc.'s auxiliary organization event center revenue
bonds, subordinate series 2002.  The Rating Outlooks are Stable.
Bond proceeds were used to develop and construct a new sports
arena, the Save Mart Center, on the California State University
Fresno campus.

Construction is complete and the Save Mart Center opened for
operations in October 2003.  Save Mart Center's primary anchor
tenant is the Fresno State men's basketball team -- Bulldogs,
while also housing other intercollegiate sport teams including
women's basketball, women's volleyball, and wrestling.
Additionally, the East Coast Hockey League's Fresno Falcons signed
a five-year contract to play approximately 36 games per season in
the Save Mart Center.  It is projected that those games, combined
with other athletic events, special programs, and family shows
will result in over 120 annual events.

The 'BBB-' and 'BB+' ratings reflect the transaction's strong link
to Fresno State, the Bulldog Foundation (the Foundation), and the
community.  Fresno State was established in 1947 and is the only
university within California's Central Valley with a division I-A
sports program.  Save Mart Center houses the university teams.
Therefore, unlike most sports facility project finance
transactions, little competition and no relocation risk exists.
Since the Foundation's inception, over 70 years ago, fundraising
levels and support for the Fresno State athletic department have
remained strong.  The Foundation provides additional bondholder
security, in the form of annual cash transfers up to $1.375
million.  Under the agreement, the Association returns the annual
cash transfers after payment of senior and subordinate debt
service and capital replacement account funding requirements.
These payments provide additional liquidity and rolling coverage
for debt service.

Additional credit strengths include the high level of
contractually obligated income -- COI -- securing the bonds and
the length of these contracts.  The debt is supported by COI
contracts, including the naming rights agreement, sponsorship
agreements, advertising contracts, luxury suite and other premium
seat agreements, and private donations.  More than 70% of the
annual cash flow supporting the bond transaction is derived from
these COI contacts.  Most of these agreements extend for 10 years
while the naming rights agreement runs through 2023.  The base
case cash flow assumes conservative renewal rates and no extension
of the naming rights agreement.  Fitch thinks the base case cash
flow is realistic and conservative renewal assumptions provide
bondholders with adequate coverage ratios.

Operationally, Save Mart Center is forecast to derive a net event
deficit throughout the term of the debt.  However, during the
first year of operations Save Mart Center exceeded projections
with only a $220,000 net event-operating deficit as compared to
$1 million projected in the original bond base case.  More events
than originally forecast, as well as parking revenues that were
not assumed in the base case, contributed to the better than
expected operating results.  Although there were some increases in
operating expenses such as personnel and benefits, building
related expenses, and utilities, the additional operating revenues
offset them.  Fitch expects the net event-operating deficit to
increase by 2005 and remain in line with the base case estimates.

Fitch's rating concerns center around the transaction's relatively
low projected debt service coverage and the concentrated renewal
risk in year ten.  Current estimates reflect FY 2004 debt service
coverage of 2.68 times (x) as compared to the base case
projections of 2.00x.  Additional COI contracts, mainly a
concessionaire agreement, additional sponsorship revenues and the
aforementioned lower net operating deficit contributed to the
higher than expect debt service coverage figures.  However, Fitch
expects future total debt service coverage to remain thin, at
levels ranging from 1.30x to 1.40x.  Senior debt service coverage
levels are not expected to drop below 1.40x throughout the life of
the bonds.  The subordinate bonds, paid after senior debt service
and capital replacement account requirements, are forecast to
maintain sum sufficient coverage.  As compared to other sports
facility project finance transactions, debt service coverage is
relatively low.  Furthermore, the concentration of ten-year
contacts creates significant marketing pressure in 2012 and could
result in lower than expected coverage during renewal periods if
forecasted renewal rates are not met.

The debt's 30-year tenor is a credit concern.  Renewal risk is a
major credit issue in all sports related financings, which is
exacerbated here by a long legal tenor.  However, there are
several factors that mitigate the renewal risk and long tenor.  
Fresno State has a strong established fan base, which should
support contract renewals long term.  In addition, the transaction
benefits from high levels of COI and a long average term of
pledged revenue contracts.  In addition, after payment of debt
service and funding of reserves, surplus revenues are available
and retained. Fifty percent of those excess revenues will be
transferred to a redemption account for early bond retirement.

Also of concern are the NCAA sanctions imposed on the Fresno State
Athletic Department and Men's Basketball team in 2003.  The
sanctions stem from a NCAA investigation into academic fraud and
violations by the men's basketball team and, to a lesser extent,
other Fresno State teams.  Penalties assessed to Fresno State
include four years of probation ending in December 4, 2006,
reduced grants-in-aid in the men's basketball program for the
2004-05 and 2005-06 academic years, returning 90% of the prize
moneys resulting from the university's appearance in the 2000 NCAA
tournament, and annual reporting on the status of athletics.  To
the extent that the University faces future sanctions, credit
quality may be impacted by stricter penalties imposed on the men's
basketball program and the athletic department.  These stricter
penalties may cause a reduction of fan support and related
revenues and ultimately a weakened financial profile and lower
coverage levels.

The Trustees of the California State University system own the
project site, which is located next to the main campus and has
entered into a long-term lease with the Association, which is the
entity that issued the debt.  The transaction's structure includes
adequate reserve funds, an additional bonds test on a senior
level, and a cash trap mechanism, which can be utilized to redeem
debt prior to expected maturity.  The cash trap has the potential
of lowering overall debt service, buoying debt coverage, and
shortening the term of the debt.


GEO SPECIALTY: Creditors' Proofs of Claim Must be In by Thursday
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey directs
creditors of GEO Specialty Chemicals, Inc. and GEO Specialty
Limited to file their proofs of claim no later than 4:00 p.m. on
Thursday, September 2, 2004.

Proofs of claims must be received by The Trumbull Group, LLC, the
official claims and noticing agent.  Proof of claim forms must be
delivered:

   (a) If by United States mail to:

       GEO Specialty Inc., et al.
       Claims Processing
       c/o The Trumbull Group, LLC
       P.O. Box 721
       Windsor, Connecticut 06095-0721

               -- or --

   (b) If by courier service, overnight or hand delivery to:

       GEO Specialty Inc., et al.
       Claims Processing
       c/o The Trumbull Group, LLC
       4 Griffin Road North
       Windsor, Connecticut 06095

A proof of claim is deemed filed pursuant to 11 U.S.C. Sec.
1111(a) for any claim that is listed in the schedules filed by the
Debtors and not scheduled as disputed, contingent or unliquidated.  
The Schedules filed can be accessed at http://georeorg.com/

Creditors who hold claims already allowed by the Court need not
file proofs of claim.

Headquartered in Harrison, New Jersey, GEO Specialty Chemicals,
Inc. -- http://www.geosc.com/-- develops, manufactures and  
markets a wide variety of specialty chemicals, including over 300
products sold to major industrial customers for various end-use
applications including water treatment, wire and cable, industrial
rubber, oil and gas production, coatings, construction, and
electronics.  The Company filed for chapter 11 protection on
March 18, 2004 (Bankr. N.J. Case No. 04-19148).  Alan Lepene,
Esq., Robert Folland, Esq., and Sean A. Gordon, Esq., at Thompson
Hine, LLP, and Brian L. Baker, Esq., Howard S. Greenberg, Esq.,
and Stephen Ravin, Esq., at Ravin Greenberg, PC, represent the
Debtors in their restructuring efforts.  On September 30, 2003,
the Debtors listed total assets of $264,142,000 and total debts of
$215,447,000


GREATER CINCINNATI: List of 20 Largest Unsecured Creditors
----------------------------------------------------------
Greater Cincinnati Historical Properties LP released a list of
its 20 Largest Unsecured Creditors:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
GMAC Commercial               Value of Security:      $1,671,152
Mortgage Corporation          $1,342,619
312 Walnut Street
Cincinnati, OH 45202

Jay Andress III               Personal Loan to           $43,000
                              Partnership

Hamilton County Treasurer     Real Property Taxes        $35,154
                              Due for parcel
                              # 0770001006100

Hamilton County Treasurer     Real Estate Taxes          $13,279
                              Due for parcel
                              # 0770001005900

Jay Andress III               Personal Loan to            $3,500
                              Partnership for
                              purchase of new
                              water heater

Cincinnati Enquirer           Advertising                 $2,026

Cincinnati Bell                                           $1,380

David Donnett, Esq.           Legal Services                $687
                              Evictions

Berlage / Leann Shelton       Security Deposit              $215

Sara Tobias                   Security Deposit              $200

CG&E                                                        $160

Ashley Ekstrom/Sondra Kurtz   Security Deposit               $99

Eric Ashinger                 Security Deposit               $99

Esther Evans                  Security Deposit               $99

George and Elizabeth Sloan    Security Deposit               $99

Kate Taylor                   Security Deposit               $99

Mallisa Williams              Security Deposit               $99

Martin Mitchell               Security Deposit               $99

Melissa Colliers              Security Deposit               $99

Tim Hendrixson                Security Deposit               $99


Headquartered in Cincinnati, Ohio, Greater Cincinnati Historical
Properties LP, the Company filed for chapter 11 protection on
August 12, 2004 (Bankr. S.D. Ohio Case No. 04-16394). Donald J.
Rafferty, Esq. and Monica V. Kindt, Esq., at Cohen, Todd, Kite &
Stanford, LLC, represent the Company in its restructuring
efforts. When the Debtor filed for protection from its creditors,
it listed both estimated assets and debts of over $1 million.


GREENWICH CAPITAL: Moody's May Downgrade Ba2-Rated Class B-2 Certs
------------------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade the ratings on two subordinate certificates from
Greenwich Capital Acpt MH 1995-BA1's manufactured housing
securitization 1995-BA1.  The senior and mezzanine certificates
have not been placed on review as their credit enhancement, which
consists of subordination, excess spread and interest
subordination, is sufficient to support the ratings.

The current review is prompted by the weaker-than expected
performance of the pool.  Delinquencies and repossessions have
exceeded original expectations, leading to higher than expected
cumulative losses.  As of the July 31, 2004 remittance report,
cumulative losses and cumulative repossessions were 11.50% and
17.69% respectively, with approximately 25% of the pool balance
outstanding.  Because interest payments are subordinated to
principal payments for all classes, the class B certificates have
realized significant interest shortfalls.

Similar to other manufactured housing securitizations, the
deteriorating performance is primarily due to manufactured housing
sector problems, such as high unemployment levels in the
manufacturing sector where many of these borrowers are employed
and high loss severities due to lack of demand for used
repossessed units.  This has placed increased pressure on the
industry, further magnifying repossessions and loss severities.

The complete rating action is as follows:

Issuer: Greenwich Capital Acceptance, Inc., Series 1995-BA1

   * 7.40% Class B-1 Certificates, rated Baa2, on review for
     possible downgrade; and

   * 9.00% Class B-2 Certificates, rated Ba2, on review for
     possible downgrade.

The loans were originated by BankAmerica Housing Services and
Security Pacific Financial Services of California, Inc.  The loans
are currently being serviced by GreenPoint Credit, LLC. GreenPoint
Credit, LLC, is a wholly owned subsidiary of GreenPoint Financial
Corp.


HARRAH'S ENT.: Gets 2nd FTC Request for Caesars Acquisition Info.
-----------------------------------------------------------------
Harrah's Entertainment, Inc. (NYSE: HET) and Caesars
Entertainment, Inc. (NYSE: CZR) have each received a request for
additional information from the Federal Trade Commission in
connection with Harrah's pending acquisition of Caesars.

The companies intend to respond promptly to the information
request, which was issued under notification requirements of the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

The effect of the second request is to extend the waiting period
imposed by the HSR Act until 30 days after Harrah's and Caesars
have substantially complied with the request, unless that period
is extended voluntarily by the parties or terminated sooner by the
FTC.

Caesars Entertainment, Inc. is one of the world's leading gaming
companies. With $4.5 billion in annual net revenue, 28 properties
on four continents, 26,000 hotel rooms, two million square feet of
casino space and 53,000 employees, the Caesars portfolio is among
the strongest in the industry.  Caesars casino resorts operate
under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and
Paris brand names.  The company has its corporate headquarters in
Las Vegas.

Founded 66 years ago, Harrah's Entertainment, Inc. --
http://www.harrahs.com/-- owns or manages through various  
subsidiaries 28 casinos in the United States, primarily under the
Harrah's brand name.  Harrah's Entertainment is focused on
building loyalty and value with its valued customers through a
unique combination of great service, excellent products,
unsurpassed distribution, operational excellence and technology
leadership.

                          *   *   *

As reported in the Troubled Company Reporter's July 19, 2004  
edition, Fitch Ratings has affirmed the following long-term debt  
ratings of Harrah's Entertainment and placed the long-term ratings  
of Caesars Entertainment on Rating Watch Positive.   
  
                          HET  
  
               --Senior secured debt 'BBB-';  
               --Senior subordinated debt 'BB+'.  
  
                          CZR  
  
               --Senior unsecured debt 'BB+';  
               --Senior subordinated debt 'BB-'.  
  
The action follows the July 15, 2004 announcement that HET has  
reached an agreement to purchase CZR for $9.44 billion comprised  
of $1.8 billion cash, 66.3 million shares of HET common stock  
($3.3 billion), and the assumption of $4.3 billion in debt. This  
represents an 8.4 times (x) multiple of CZR's estimated 2004   
EBITDA of $1.1 billion. One third of the purchase price will be  
paid in cash and two-thirds in stock. The combined entity will  
have the capacity to begin reducing debt from free cash flow and  
asset sales, with the pace of debt reduction contingent on the   
level of discretionary spending and timing of asset sales. Fitch's  
Positive Rating Watch of CZR is expected to be resolved by   
successful completion of the transaction. The rating(s)/ and of   
outlook would be adversely affected if HET is unable to reduce   
debt in a timely manner or chooses to pursue additional large-  
scale debt-financed acquisitions and/or growth projects.


HIGH ROCK: Hires Hartman & Hartman as Bankruptcy Counsel
--------------------------------------------------------
High Rock Holding, LLC, sought and obtained permission from the
U.S. Bankruptcy Court for the District of Nevada to employ
Hartman & Hartman as its bankruptcy counsel.

Hartman is expected to:

    a) assist in the preparation and filing of the schedules and
       statements, monthly operating reports and other papers
       required in this case;

    b) assist the Debtor in the preparation of a disclosure
       statement and plan of reorganization or liquidation and
       will defend against motions for relief from the automatic
       stay and similar matters;

    c) assist the Debtor in all matters otherwise required in
       the prosecution of this case.

Jeffrey L. Hartman, Esq., is primarily responsible for
representing the Debtor.  Mr. Hartman's hourly rate for his
professional services is $290.  Contract lawyers charge $185 per
hour for their services, and legal assistants bill $75 per hour.

Hartman does not hold any interest adverse to High Rock but
discloses that it represented Empire Foods, LLC, one of High
Rock's former creditors.  Mr. Hartman also represented Rolland P.
Weddell, HRH's managing member and a creditor of High Rock.

Headquartered in Sparks, Nevada, High Rock owns and develops real
estate.  The Company filed for chapter 11 protection on July 15,
2004 (Bankr. D. Nev. Case No. 04-52135).  When the Debtor filed
for protection it listed $30 million in total assets and $14
million in total debts.


HOME INSURANCE: Moody's Withdraws Six Junk Ratings After Downgrade
------------------------------------------------------------------
Moody's Investors Service lowered the insurance financial strength
ratings of The Home Insurance Company and five of its affiliates,
which have been merged into Home Insurance, to Ca from Caa1 and
will withdraw the ratings.  This action has been taken because
Home Insurance has been, and remains, in liquidation under the
regulatory supervision of the New Hampshire Department of
Insurance.  

These ratings have been lowered and will be withdrawn:

   * The Home Insurance Company -- insurance financial strength to
     Ca from Caa1;

   * The Home Insurance Company of Wisconsin -- insurance
     financial strength to Ca from Caa1;

   * The Home Insurance Company of Indiana -- insurance financial
     strength to Ca from Caa1;

   * The Home Insurance Company of Illinois -- insurance financial      
     strength to Ca from Caa1;

   * Home Indemnity Company -- insurance financial strength to Ca
     from Caa1; and

   * City Insurance Company -- insurance financial strength to Ca
     from Caa1.


IMC GLOBAL: S&P's B+ Rating on CreditWatch Pending Merger Outcome
-----------------------------------------------------------------
Standard & Poor's Ratings Services' ratings on fertilizer producer
IMC Global Inc. (B+/Watch Pos/--) remain on CreditWatch with
positive implications, where they were placed Jan. 27, 2004.
Resolution of the CreditWatch listing awaits IMC Global's merger
with Cargill Inc.'s Cargill Crop Nutrition business.

Lake Forest, Illinois-based IMC Global is one of the largest
global producers of phosphate and potash crop nutrients for the
agricultural industry and has about $2.1 billion of debt
outstanding.

Upon completion of the merger with Cargill Crop Nutrition, the
corporate credit rating of IMC will be raised to 'BB' from 'B+',
the ratings on the existing senior unsecured notes with guarantees
of subsidiaries will be raised to 'BB' from 'B+', and the ratings
on the existing senior unsecured notes without guarantees of
subsidiaries will be raised to 'B+' from 'B-'.  The outlook will
be stable.

The proposed combination will result in a new, publicly traded
company, named The Mosaic Co., with Cargill receiving 66.5% of the
outstanding shares of Mosaic and IMC shareholders the remaining
33.5%.  The merger is subject to regulatory approvals as well as
IMC's shareholder approval.  Mosaic will have sales of about
$4.5 billion and total debt of about $2.3 billion.  With the
resolution of the CreditWatch, Standard & Poor's will assign a
corporate credit rating of 'BB' to Mosaic.

"The pending higher ratings on IMC Global would reflect the
improvement to credit quality resulting from the merger with
Cargill Crop Nutrition and Standard & Poor's expectation that
management will adopt financial policies in line with the proposed
ratings," said Standard & Poor's credit analyst Peter Kelly.

The new ratings will reflect an aggressive financial profile
resulting from high debt leverage at the outset of the proposed
merger, somewhat offset by Mosaic's good business profile as a
leading global fertilizer producer.  The new company is expected
to benefit from meaningful synergies, including a lower cost of
capital and an enhanced platform for worldwide growth through the
combination of IMC's domestic business with Cargill Crop
Nutrition's more international franchise.  Still, ratings will
continue to recognize that strategic, bolt-on acquisitions are
possible, and that the company will remain exposed to seasonal
agricultural markets.

During the next few years, management is expected to balance
capital spending, integration and modest expansion efforts with
debt reduction, thus strengthening key financial ratios to
appropriate levels for the ratings.


INTERSTATE BAKERIES: Hires Alvarez & Marsal as 9/26 Deadline Nears
------------------------------------------------------------------
Citing "the convergence of a number of recently identified
interrelated circumstances," Interstate Bakeries Corporation
(NYSE:IBC) said yesterday, it did not file its annual report on
Form 10-K for its fiscal year ended May 29, 2004 with the
Securities and Exchange Commission last Friday.  The Company said
it is seeking to resolve these matters promptly and will defer
filing its fiscal 2004 Form 10-K until it has done so.

IBC says the filing "will occur when the officers who must make
the certification required by the Sarbanes Oxley Act in connection
with such filing are in a position to do so."

IBC had previously obtained an extension to last Friday for a
timely filing of its Fiscal 2004 Form 10-K because of delays
encountered in finalizing its audited financial statements for its
2004 fiscal year arising from its previously announced
investigation of the Company's manner for setting its workers'
compensation reserves and other reserves.

The Company said that the delay in filing its Form 10-K, which was
due last Friday, arose out of:

    * initial data entry and training deficiencies in the
      Company's newly implemented financial reporting systems,
      installed June 1, 2004;

    * uncertainty regarding anticipated Fiscal 2005 first quarter
      results, in part due to delayed information availability
      resulting from such deficiencies which has made it difficult
      to analyze the impact of negative sales trends during the
      first quarter of Fiscal 2005;

    * resulting uncertainty as to whether the Company may not be
      in compliance with covenants in its senior secured credit
      facility agreement during Fiscal 2005; and

    * the possibility, therefore, that the report of its
      independent auditors with respect to the Company's Fiscal
      2004 financial statements might contain a paragraph to the
      effect that there may be substantial doubt about the
      Company's ability to continue as a going concern.

The Company has begun to receive the delayed information and to
use it to better develop and analyze fiscal 2005 first quarter
results. While the effort is still ongoing, the Company considers
its direction to be positive relative to the uncertainties and
possibilities noted above, although no conclusions can yet be
reached.

                       Hires Alvarez & Marsal

As part of its effort to aggressively deal with these matters and
pursue an effective going forward business strategy, IBC has
retained the firm of Alvarez & Marsal to assist the Company. The
Company also is engaged in discussions with representatives of the
agent bank under its senior secured credit facility and intends to
also discuss these issues and potential responses with
representatives of the purchasers of the Company's recently issued
senior subordinated convertible notes.

                         Sept. 26 Deadline

The Company noted that although it is working diligently to
resolve the foregoing issues, if certain circumstances were to
develop, including if the auditor's report accompanying the
Company's audited financial statements contains a going concern
paragraph, or if it does not file its Fiscal 2004 Form 10-K by
September 26, 2004, under the terms of the Company's senior
secured credit facility this could result in IBC's inability to
borrow under its senior secured credit facility and acceleration
of outstanding indebtedness under the senior secured credit
facility and, subject to certain conditions, the senior
subordinated convertible notes as well. In the event of any
such acceleration, there is no assurance that IBC would be able to
obtain alternative financing.

                         Chapter 11 Rumor

"In the absence of appropriate agreements with its lenders to
avoid such circumstances, the Company would need to consider
alternative courses of action which are typically considered by
companies in similar circumstances," the Company said yesterday.

"The company might have to file for Chapter 11 bankruptcy
protection," David Clothier at Bloomberg News reports, citing
Credit Suisse First Boston research analyst David Nelson as his
source.

An IBC spokeswoman denied conjecture that the company would be
filing for bankruptcy told in an interview with David Ng at Forbes
yesterday. The spokeswoman told Mr. Ng that Interstate Bakeries is
working through the issues it needs to address but "believes the
directions of its efforts are positive."

More than 6 million shares in IBC traded hands on the New York
Stock Exchange yesterday.  IBC shares lost more than a third of
their value as the price dipped below $5 per share -- a new
52-week low.  

Interstate Bakeries Corporation is the nation's largest wholesale
baker and distributor of fresh baked bread and sweet goods, under
various national brand names, including Wonder, Hostess, Dolly
Madison, Baker's Inn, Merita and Drake's. The Company, with 55
bread and cake bakeries located in strategic markets from coast-
to-coast, is headquartered in Kansas City, Mo.


J.P. MORGAN: Fitch Puts Low-B Ratings on Privately Offered Classes
------------------------------------------------------------------
J.P. Morgan Mortgage Trust mortgage pass-through certificates,
series 2004-S1 is rated by Fitch as follows:

   -- $628.2 million classes 1-A-1, 1-A-2, 1-A-3, 1-A-4, 1-A-5,
      1-A-6, 1-A-7, 1-A-8, 1-A-9, 1-A-P (the Group 1B senior
      certificates), 2-A-1, 2-A-P, 2-A-X, 3-A-1, 3-A-P, 3-A-X,
      4-A-1, 4-A-P, 4-A-X, and A-R (the Group CB senior
      certificates) 'AAA';

   -- Class 1-B-1 certificates ($2,344,800) and C-B-1
      certificates (3,927,800) 'AA';

   -- Class 1-B-2 certificates ($1,641,100) and C-B-2 certificates
      (1,658,300) 'A';

   -- Class 1-B-3 certificates ($1,172,300) and C-B-3 certificates
      (1,047,400) 'BBB';

   -- Privately offered class 1-B-4 certificates ($422,000) and
      privately offered class C-B-4 certificates ($611,000) 'BB';

   -- Privately offered class 1-B-5 certificates ($281,300) and    
      privately offered class C-B-5 certificates ($436,400) 'B';

   -- Privately offered class 1-B-6 certificates ($703,374) and    
      privately offered class C-B-6 certificates ($1,047,418) are
      not rated by Fitch.

The 'AAA' rating on the Group 1 senior certificates for pool 1
reflects the 1.40% subordination provided by the 0.50% class
1-B-1, the 0.35% class 1-B-2, the 0.25% class 1-B-3, the 0.09%
privately offered class 1-B-4, the 0.6% privately offered class
1-B-5 and the 0.15% privately offered class 1-B-6 certificates.  
The 'AAA' rating on the Group CB senior certificates for pools 2,
3 and 4 reflects the 5.00% subordination provided by the 2.25%
class C-B-1, the 0.95% class C-B-2, the 0.60% class C-B-3, the
0.35% privately offered class C-B-4, the 0.25% privately offered
class C-B-5 and the 0.60% privately offered class C-B-6
certificates.  

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  In addition, the
ratings also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures, the
primary servicing capabilities of Chase Manhattan Mortgage
Corporation (rated 'RPS1' by Fitch), and the master servicing
capabilities of Chase Manhattan Mortgage Corporation, which is
rated 'RMS1' by Fitch.

As of the cut-off date, August 1, 2004, the Group 1B Certificates
are collateralized by one pool of 856 conventional, 15 year fixed
rate mortgage loans secured by first liens on one-to-four family
residential properties with an aggregate scheduled balance of
$468,888,746.42.  The average unpaid principal balance of the
aggregate pool as of the cut-off date is $547,767. The weighted
average original loan-to-value ratio -- LTV -- is 56.47%.  The
weighted average mortgage rate of the pool is 5.70%.  The loans
were originated by:

   * Chase Manhattan Mortgage Corporation (95.72%); and

   * Harris Trust and Savings Bank (4.28%).

States with large concentrations of loans are:

   * California (25.71%),
   * New York (20.24%), and
   * Florida (16.75%).

As of the cut-off date, August 1, 2004, the Group CB Certificates
are collateralized by three pools (pool 2, 3 and 4) which consist
of 994 conforming balance, 15 year and 30 year fixed rate mortgage
loans secured by first liens on one-to-four family residential
properties with an aggregate scheduled balance of $174,562,578.  
The average unpaid principal balance of the aggregate pool as of
the cut-off date is $175,616.  The weighted average original loan-
to-value ratio is 75.62%.  The weighted average mortgage note of
the pool is 6.429%.  The loans were originated entirely by Chase
Manhattan Mortgage Corporation.  States with large concentrations
of loans are:

   * New York (20.64%),
   * Florida (19.92%),
   * California (9.26%), and
   * New Jersey (6.27%).

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
please see the press release issued May 1, 2003 entitled 'Fitch
Revises Rating Criteria in Wake of Predatory Lending Legislation',
available on the Fitch Ratings web site at
http://www.fitchratings.com/

Wachovia Bank, National Association will serve as trustee. J.P.
Morgan Acceptance Corporation I, a special purpose corporation,
deposited the loans in the trust, which issued the certificates.
For federal income tax purposes, the trustee will elect to treat
all or portion of the assets of the trust funds as comprising
multiple real estate mortgage investment conduits.


JAFRA COSMETICS: Moody's Confirms Single-B Ratings After Merger
---------------------------------------------------------------
Moody's Investors Service confirmed Jafra Cosmetics International,
Inc., and its affiliates B1 senior implied rating, B2 senior
unsecured issuer rating, and B3 rating on its approximately $200
million senior subordinated notes following Moody's completion of
its review of the company's merger with Vorwerk & Co. KG.  The
outlook remains positive.

The confirmation reflects:

   * the company's robust business model in Mexico and its more
     streamlined focus on fewer markets,

   * offset by the limited history of operations under its new
     corporate parent,
   
   * limited debt pay down since its 2003 recapitalization, and

   * its heavy reliance for sales and profitability on its core
     Mexican operations.  

The company exhibits moderate leverage and good interest coverage.  

The ratings also reflect:

   * management's experience in implementing strategies to grow
     its consultant base,

   * improve productivity and a strong track record of product
     quality and innovation, and

   * the relatively recession resistant nature of its business.  

The ratings also reflect:

   * the competitive and operating challenges of a multi-level
     direct selling model, with the attendant risks of consultant
     turnover and productivity;

   * the foreign exchange risk of having significant dollar
     denominated debt service expenses; and

   * Jafra's relatively high inventory levels and its practice of
     extending credit terms to its consultants that result in
     ongoing working capital needs.

The positive outlook reflects:

   * Jafra's good credit statistics for its rating category, with
     some weakness in the free cash flow metric, and

   * the expectation that debt will be paid down quickly out of
     operating cash flow.

Jafra had debt/adjusted EBITDA of 3.4x, interest coverage (EBITDA-
capex)/cash interest expense of 2.7x and free cash flow/total debt
of 8.5% on a LTM basis as of June 30, 2004.  The company projects
that debt will decline to 3.1x by the end of 2004 and 2.4x by the
end of 2005.  EBITDA excludes gains/losses on foreign exchange.

Risks to Jafra's ratings include a new corporate parent, Vorwerk,
with a yet unknown impact on Jafra's business and operating
strategy.  There are restrictions on Vorwerk's ability to take
dividends out of the company as follows:

     (i) dividends may total only 50% of consolidated accumulated
         net income commencing July 1, 2004;

    (ii) there must be $5 million of availability under the new
         $60 million revolver to permit dividends to be paid; and

   (iii) 50% of excess cash flow must be dedicated to debt pay
         down unless leverage (total debt/EBITDA) is less than 3x.

Other risks include the heavy concentration of the company's
business with 63% (2003) of sales and 78% (2003 after certain
adjustments) of operating profit coming from Mexico.

Operations in the U.S., Europe and other geographies lag
significantly behind Mexico in performance.  Jafra has exhibited
limited debt pay down since its 2003 recapitalization and free
cash flow generation/ total debt is somewhat weak for its rating
category.  Jafra has also exited a number of unprofitable
countries in the last two years and further paring of its
portfolio may be required; however, if Jafra, under Vorwerk's
direction, enters new countries there is no assurance that this
expansion will be successful.

Jafra is well positioned in its rating category.  Ratings could
increase if Jafra's performance is such that Jafra's business risk
does not increase and its credit metrics improve such that
debt/adjusted EBITDA declines to approximately 3.0x or below and
free cash flow/ funded debt is in the 12-15% range.  Although it
does not appear likely that ratings would decline, this could
occur if Jafra's operating performance deteriorates or debt
reduction does not proceed as planned.  Ratings could be
downgraded if leverage materially increases and FCF/funded debt
deteriorates to the 5% range.

In April 2004, Moody's had put the debt ratings of Jafra and its
affiliates on review direction uncertain following the company's
announcement that Vorwerk had entered into an agreement to acquire
100% of Jafra from Clayton, Dubilier and Rice and other
shareholders.  The transaction closed on May 27, 2004.  On
August 16, 2004, Jafra entered into a restated credit agreement
with its banks to put in place a $60 million 4-year revolving
credit facility.  This new revolver, which is unrated by Moody's,
also has an accordion feature which would permit an increase in
size to $90 million.  $20 million of interim financing provided by
Vorwerk along with borrowings under the new revolver were used to
retire Jafra's old revolver and term loan; Vorwek's interim loan
is expected to be paid off by year end 2004.  Jafra continues to
have outstanding approximately $200 million of senior subordinated
notes.

The new $60 million 4-year senior secured revolving credit
facility is the obligation of Jafra Cosmetics International, Inc.,
a Delaware corporation, and Distribuidora Comercial Jafra, S.A. de
C.V., which is organized under the laws of Mexico. The full amount
of the credit facilities is available to Jafra Cosmetics and 60%
of the aggregate principal amount of the facilities is available
to Distribuidora Comercial.  In 2003, 78% of the company's
operating profit (prior to loss making operations and corporate
overhead) was generated in Mexico, creating a potential mismatch
between earnings and U.S. dollar debt, and potentially exposing
the company to exchange rate risk if it is not fully hedged.  
Jafra Worldwide Holdings, a Luxemburg corporation and a parent
holding company, is the guarantor of the facility.  Moody's notes
that legal risks may arise because the obligors and guarantors
reside in different jurisdictions.

The borrowings and the related guarantees are secured by
substantially all of the assets of Jafra Worldwide, Jafra
Cosmetics, Distribuidora Comercial and each existing and
subsequently acquired subsidiary of Jafra Cosmetics and
Distribuidora Comercial.  This includes a first priority pledge of
all the capital stock of Jafra Cosmetics and Distribuidora
Comercial and each existing and subsequently acquired subsidiary
(which, in the case of a foreign subsidiary of Jafra Cosmetics, is
limited to 65% of the capital stock of the foreign subsidiary) and
perfected first priority security interests in, and mortgages on,
substantially all tangible and intangible assets of Jafra
Cosmetics and Distribuidora Comercial and each existing and
subsequently acquired subsidiary of Jafra Cosmetics and
Distribuidora Comercial.

The revolving credit facility will require debt to be repaid with
50% of excess cash flow unless the ratio of total debt to EBITDA
is less than 3x.  The revolving credit facility may also be used
to pay down the company's $200 million of senior subordinated
notes. Covenants include maximum net total debt/EBITDA of 4x,
minimum EBITDA/interest expense of 2.25x and maximum annual
capital expenditures.

The B1 senior implied rating for Jafra reflects the aggregate
credit profile of the company.  The unsecured issuer rating is
rated one notch below the senior implied rating at B2.  The B3
rating on the senior sub notes reflects their contractual and
effective subordination to the senior secured revolving credit
facility.

These ratings were confirmed:

   * Distribuidora Comercial Jafra, S.A. de C.V. and Jafra
     Cosmetics International, Inc.:

         * $200 million senior subordinated notes due 2011, at B3.

   * Jafra Worldwide Holdings (Lux), S.aR.L:

         * Senior implied rating, at B1;

         * Senior unsecured issuer rating, at B2.

Moody's has withdrawn its ratings on the following:

   * Distribuidora Comercial Jafra, S.A. de C.V. and Jafra
     Cosmetics International, Inc.:

         * $40 million senior secured revolving credit facility
           due 2008, at B1;

         * $50 million senior secured term loan due 2008, at B1.

Headquartered in Westlake Village, California, Jafra sells skin
and body care products, color cosmetics, fragrances and other
personal care items through a network of over 400,000 self-
employed consultants.  Revenues for the fiscal year ended December
2003 totaled $384 million.  Vorwerk, the new parent company, is a
family-owned direct seller of household appliances that is based
in Wuppertal, Germany.  It expects its annual sales to grow from
approximately $2 billion to $2.5 billion after the acquisition of
Jafra.


JILLIAN'S ENT: Objections to Plan Must Be Filed By Sept. 30
-----------------------------------------------------------
The Honorable David T. Stosberg of the U.S. Bankruptcy Court for
the Western District of Kentucky, Louisville Division, set
September 30, 2004, at 4:30 p.m., as the deadline for parties to
file and serve any objections to Jillian's Entertainment Holdings,
Inc. and its debtor-affiliates' First Amended Joint Liquidating
Plan of Reorganization.

All objections must:

   (i) state with particularity the legal and factual grounds for
       such objection;

  (ii) describe the nature and amount of the objector's claim;    
      
(iii) provide, where applicable, the specific text that the
       objecting party believes to be appropriate to insert into
       the Plan; and

  (iv) be in writing and served on:

         Co-Counsel to the Debtors and debtors-in-possession:

           James H.M. Sprayregen, PC
           James W. Kapp II, Esq.
           Ryan S. Nadick, Esq.
           Kirkland & Ellis LLP
           200 East Randolph Drive
           Chicago, Illinois 60601  

               - and -

           Edward M. King, Esq.
           Frost Brown Todd LLC
           400 West Market Street, 32nd Floor
           Louisville, Kentucky 40202-3363

               - and -
   
           Ronald E. Gold, Esq.
           Frost Brown Todd LLC
           2200 PNC Center
           201 East Fifth Street
           Cincinnati, Ohio 45202

      Debtor's Solicitation Agent:
  
           Jonathan Carson
           Christopher R. Schepper
           Kurtzman Carson Consultants LLC
           12910 Culver Boulevard, Suite I
           Los Angeles, California 90066

      Counsel to the Committee:
      
           Eric D. Schwartz, Esq.
           Gregory Werkheiser, Esq.
           Morris, Nichols, Arsht & Tunnell
           1201 North Market Street
           P.O. Box 1347
           Wilmington, Delaware 19899-1347

      Counsel for the Agent to the Prepetition Lenders and
      debtor-in-possession lender:

           Vincenzo Paparo, Esq.
           Michael E. Foreman, Esq.
           Proskauer Rose LLP
           1585 Broadway
           New York, New York 10036

      United States Trustee:

           Joseph Golden, Esq.
           Office of the United States Trustee
           512 Gene Snyder Courthouse
           601 West Broadway
           Louisville, Kentucky 40202

Headquartered in Louisville, Kentucky, Jillian's Entertainment
Holdings, Inc. -- http://www.jillians.com/-- operates more than  
40 restaurant and entertainment complexes in about 20 US states.
The Company filed for chapter 11 protection on May 23, 2004
(Bankr. W.D. Ky. Case No. 04-33192). Edward M. King, Esq., at
Frost Brown Todd LLC and James H.M. Sprayregen, Esq., at Kirkland
& Ellis LLP, represent the Debtors in their restructuring efforts.
When the Company filed for protection from their creditors, they
listed estimated assets of more than $100 million and estimated
debts of over $50 million.


KIVA CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Kiva Construction & Engineering, Inc.
        dba Kiva Construction, Inc.
        186 Zimmer Road
        Gibson, Louisiana 70356

Bankruptcy Case No.: 04-16559

Type of Business: The Debtor is engaged of construction services.

Chapter 11 Petition Date: August 27, 2004

Court: Eastern District of Louisiana (New Orleans)

Debtor's Counsel: Paul C. Miniclier, Esq.
                  Law Office of Paul C. Miniclier
                  1305 Dublin Street
                  New Orleans, LA 70118
                  Tel: 504-864-1276

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
------                        ---------------       ------------
U.S. Dept. of Treasury        Government Payroll      $1,146,365
Internal Revenue of Service   Taxes
P.O. Box 30803, AMC
Memphis, TN 38130-0803

AJCCO, Inc.                   Trade Debt Insurance      $189,823

Panaco, Inc.                  Trade Debt                $179,495
                              Bankruptcy Claim

Joseph B. McDermott           Trade Debt Loans          $128,000

Allied North America Corp.    Trade Debt Insurance      $100,661

Ricky Gaspard                 Personal Injury           $100,000
                              Claim

Kellogg Brown & Root, Inc.    Trade Debt Property        $77,621
                              Lease

Wm. Rigg Co.                  Trade Debt Insurance       $64,660

L-M Limited Partnership       Trade Debt Property        $30,000
                              Lease

Dorsett Brothers Concrete,    Trade Debt Materials       $30,000
Inc.

George Turner                 Trade Debt Equipment       $27,500
                              Rental

Law Office of Paul C.         Trade Debt                 $24,294
Miniclier, PLC                Professional

Aetna US Healthcare, Inc.     Trade Debt Insurance       $14,665

McDonough Project Services,   Trade Debt                 $13,606

JAM Distributing Co.          Trade Debt Fuel            $12,568

State of Texas, Comptroller   Government Sales Tax       $10,828

Chambers County               Government Property        $10,673
                              Taxes

North Shore Supply Company,   Trade Debt Materials        $8,551
Inc.

Texas Workforce Commission    Trade Debt                  $7,860
                              Unemployment

Kooney X-Ray, Inc.            Trade Debt                  $7,804
                              Professional


LEISURE TIME: Trustee Sues Debtor's Counsel for Malpractice
-----------------------------------------------------------
Robert B. Silliman, the Chapter 7 Trustee overseeing the
liquidation of Leisure Time Casinos & Resorts, Inc., sought and
obtained permission to hire The Lefkowitz Firm, LLC, as his
Special Litigation Counsel to prosecute a malpractice suit against
the Debtor's former bankruptcy counsel.  

                       Bankruptcy History

On March 16, 2001 Leisure Time Casinos & Resorts, Inc., and its
wholly owned subsidiary, Leisure Time Technology, Inc. filed
voluntary chapter 11 petitions (Bankr. N.D. Ga. Case No.
01-63483).  On March 20, 2001, the Court approved joint
administration of LTCR and LTT's bankruptcy cases.  LTT confirmed
its Second Amended Chapter 11 Plan of Reorganization on March 29,
2002, and the Court severed the joint administration of LTCR and
LTT's bankruptcy cases on April 11, 2002.  On April 11, 2002, the
Court converted LTCR's bankruptcy case to a case under Chapter 7,
and on May 1, 2002, the Court appointed Mr. Silliman as the
Chapter 7 Trustee.

                       Suing the Lawyers

Prior to the Trustee's appointment in LTCR's bankruptcy case,
Macey, Wilensky, Cohen, Wittner & Kessler, LLP, served as counsel
to LTCR and LTT in connection with their respective bankruptcy
cases.  In the course of the Trustee's duties, it became apparent
that Macey Wilensky was not disinterested as to LTCR during the
period in which it represented both LTCR and LTT and subsequently,
when it represented Vision Gaming, Inc., LTT's successor, against
LTCR.  Upon discovery of Macey Wilensky's conflict, the Trustee
contacted The Lefkowitz Firm and another law firm.  In order to
comply with the applicable statute of limitations under Georgia
law, prosecution of the Claims demanded prompt attention and, at
the Trustee's request, his lawyers began to provide necessary and
essential services even though the exact fee structure had not
been worked out in September 2003.  In October 2003, the Trustee
filed suit against Macey Wilensky in the Superior Court of Fulton
County, State of Georgia in Civil Action File No. 2003CV75869,
styled Silliman v. Macey, Wilensky, Cohen, Wittner & Kessler, LLP,
et al., to beat a statute of limitation deadline.  

At the request of the Trustee, his lawyers dismissed the lawsuit
without prejudice earlier this year.  Relying on a provision of
Georgia law that preserved the claims against Macey Wilensky for
180 days thereafter, the Trustee refiled the suit.  The Trustee
sought and obtained approval of The Lefkowitz Firm's employment
nunc pro tunc to September 26, 2003, to prosecute the malpractice
suit against Macey Wilensky.  The Trustee tells Judge Diehl that
The Lefkowitz Firm has substantial experience and expertise in the
litigation of claims of the nature.  In fact, the Trustee relates,
The Lefkowitz Firm has successfully prosecuted numerous claims
like these.  In the Trustee's best judgment, his employment of The
Lefkowitz Firm to prosecute the lawsuit on behalf of the estate
will increase the likelihood of success and will enhance the
opportunity for greater recoveries on the estate's claims.

                       The Fee Agreement

The Trustee agrees to pay The Lefkowitz Firm for its services in
three ways:

     (a) Hourly Investigation and Suit Fee. The Lefkowitz Firm
         will be entitled to compensation for services rendered
         from September 26, 2003 through the earlier of the
         settlement of the Malpractice Claims or the filing of an
         Answer by Macey Wilensky after the Litigation is refiled
         based on its standard hourly rates.  The attorney who
         has primarily handled the Litigation is David N.
         Lefkowitz, Esq., whose standard hourly rate is $340.00
         per hour.  The hourly fee, based on the Lefkowitz Firm's
         standard hourly rates, will be allowed as a Chapter 7
         administrative claim, pursuant to 11 U.S.C. Secs. 330
         and 331.

     (b) Contingency Litigation Fee.  In addition to the Hourly
         Investigation and Suit Fee, in the event that the
         Malpractice claims are not settled prior to the filing
         of an Answer by Macey Wilensky, The Lefkowitz Firm will
         also be entitled to a 40% contingency fee based on any
         gross recoveries.  All amounts payable with regard to
         the fees will be payable only from the total amounts
         recovered from prosecution of the Malpractice Claims.

     (c) Costs and Expenses.  The estate will pay all of
         Lefkowitz's costs and expenses as they are incurred.

Gregory D. Ellis, Esq., and Robert B. Campos, Esq., at Lamberth,
Cifelli, Stokes & Stout, P.A., represent the Chapter 7 Trustee.

Leisure Time Casinos & Resorts, Inc., developed, manufactured and
sold video gaming machine.  The Company's Pot O Gold video gaming
machine featured poker, blackjack, keno, slots and bingo.


LEVI INDUSTRIAL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Levi Industrial Group, Inc.
        dba Levi Tool & Mold Corporation
        122 Continuum Drive
        Fletcher North Carolina 28732

Bankruptcy Case No.: 04-11032

Type of Business: The Debtor manufactures steel fabrications,
                  assemblies, tools, signs, fixtures, small and
                  large capacity.  See http://www.levitool.com/

Chapter 11 Petition Date: August 25, 2004

Court: Western District of North Carolina (Asheville)

Judge: George R. Hodges

Debtor's Counsel: David G. Gray, Esq.
                  Westall, Gray, Connolly & Davis, P.A.
                  81 Central Avenue
                  Asheville, NC 28801
                  Tel: 828-254-6315

Total Assets: $1,237,694

Total Debts:  $1,570,885

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Volvo Construction Company                  $15,253

BB&T Visa                                   $12,652

Cargotainer                                 $10,962

Alston & Bird                                $9,580

IBE-USA                                      $9,000

S & J Machine Corporation                    $8,099

Springs, Inc.                                $7,693

Western Machine Mgt. Inc.                    $7,470

Wirtz Wire EDM, Inc.                         $7,455

Siskin Steel                                 $7,157

Motion Industries, Inc.                      $6,782

Thomas Regional Directory                    $6,238

Shoptech Industrial Software                 $5,260

Van Winkle Law Firm                          $4,885

MSC Industrial Supply                        $4,797

Southern Copper & Supply Co.                 $4,111

Benco Steel, Inc.                            $3,893

Blue Ridge Bearing & P.T.                    $3,856

Linquist Steel                               $3,730

Blue Ridge Plating Co., Inc.                 $3,343


LOMA COMPANY: Taps Two Firms as Bankruptcy Counsel
--------------------------------------------------
The Loma Company, LLC, asks the U.S. Bankruptcy Court for the
Western District of Louisiana for permission to employ John Haas
Weinstein APLC and Young, Hoychick, and Aguillard as its
bankruptcy attorneys.

John Weinstein, Esq., and Tom St. Germain, Esq., are associated
with John Haas Weinstein and H. Kent Aguillard, Esq., is
associated with Young Hoychick.

The attorneys will:

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

     b) perform all legal services for the debtor-in-possession
        which may be necessary in connection with this case.

Each firm received a $15,000 retainer from the Debtor.  The
attorneys will be paid an hourly rate of $225 for their
postpetition services.

The Debtor explains that the three attorneys will be given
separate assignments unless a task is complicated or requires more
than one professional.  

The three lawyers assure the Court they hold or represent no
interest adverse to the Debtor.

Headquartered in Carencro, Louisiana, The Loma Company, filed for
a chapter 11 protection on August 11, 2004 (Bankr. W.D. La. Case
No. 04-51957).  When the Company filed for protection, it listed  
$8,946,703 in total assets and $19,842,342 in total debts.


MAILKEY CORP: Former Accountants Express Going Concern Doubt
------------------------------------------------------------
On July 6, 2004, the Board of Directors of MailKey Corporation
dismissed Spicer, Jeffries & Co., LLP as the Company's independent
accountant.

Spicer Jeffries' report regarding the Company's financial
statements for the fiscal year ended March 31, 2003 (Spicer
Jeffries did not conduct an audit of the Company's financial
statements for the fiscal year ended March 31, 2004) did not
contain any adverse opinion or disclaimer of opinion and were not
modified as to uncertainty, audit scope or accounting principles,
except that such report was modified to express substantial doubt
about the Company's ability to continue as a going concern.

On July 6, 2004, the Board of Directors of the Company engaged L J
Soldinger Associates, LLC as its independent accountant.


MARKLAND TECH: Wolf & Co. Replaces Marcum as Accountants
--------------------------------------------------------
On July 7, 2004, Markland Technologies Inc.'s Board of Directors
determined not to retain Marcum & Kliegman LLP as the independent
registered public accounting firm for the Company. The audit
reports of Marcum & Kliegman LLP on the Company's consolidated
financial statement for fiscal year ended June 30, 2003 and during
the subsequent interim period through July 7, 2004 included an
explanatory paragraph wherein Marcum & Kliegman LLP expressed
substantial doubt about Markland's ability to continue as a going
concern.

On July 7, 2004, the Company engaged Wolf & Company, P.C., an
independent registered public accounting firm.


MASTR: Fitch Assigns Low-B Ratings to Privately Offered Classes
---------------------------------------------------------------
MASTR Adjustable-Rate Mortgage Trust, series 2004-8, is rated by
Fitch Ratings as follows:

   -- $413,500,000 classes 1-A-1, 2-A-1, 3-A-1, 4-A-1, 5-A-1,
      6-A-1, 7-A-1, 8-A-1, 8-A-X, A-LR and A-R senior certificates
      'AAA';

   -- $10,751,000 class B-1 'AA';

   -- $4,388,000 class B-2 'A';

   -- $3,511,000 class B-3 'BBB';

   -- $2,633,000 privately offered class B-4 'BB';

   -- $1,974,000 privately offered class B-5 'B'.

The 'AAA' rating on the senior certificates reflects the 5.75%
subordination provided by the 2.45% class B-1, 1% class B-2, 0.80%
class B-3, 0.60% privately offered class B-4, 0.45% privately
offered class B-5 and 0.45% privately offered class B-6
certificates.  The ratings on the class B-1, B-2, B-3, B-4 and B-5
certificates are based on their respective subordination.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  In addition, the
ratings also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures and the
master servicing capabilities of Wells Fargo Bank Minnesota, N.A.
(rated 'RMS1' by Fitch).

The mortgage loans are separated into eight cross-collateralized
mortgage loan groups.  Each group's senior certificates will
receive interest and principal from its respective mortgage loan
group.  In certain very limited circumstances when a pool
experiences either rapid prepayments or disproportionately high
realized losses, principal and interest collected from the other
pools may be applied to pay principal or interest, or both, to the
senior certificates of the pool that is experiencing such
conditions.  The subordinate certificates will support all eight
groups and will receive interest and/or principal from available
funds collected in the aggregate from all mortgage pools.

The eight groups in aggregate contain 1387 conventional, fully
amortizing 30-year short term and hybrid adjustable-rate mortgage
loans secured by first liens on one to four-family residential
properties with an aggregate scheduled principal balance of
$438,815,757.  The average unpaid principal balance of the
aggregate pool as of the cut-off date (Aug. 1, 2004) is $316,378.  
The weighted average original loan-to-value ratio -- LTV -- is
73.91%.  The weighted average credit score of the borrowers is
719.  Approximately 42.10% of the pool was originated under a
reduced (non Full/Alternative) documentation program.  Investor
properties comprise 7.20% of the loans.  The weighted average
mortgage interest rate is 4.895% and the weighted average
remaining term to maturity is 358 months.  The states that
represent the largest portion of the aggregate mortgage loans are:

   * California (41.94%),
   * Georgia (8.91%),
   * Virginia (7.18%).

All other states represent less than 5% of the pool balance as of
the cut-off date.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws. For additional information on
Fitch's rating criteria regarding predatory lending legislation,
please see the press release issued May 1, 2003 entitled 'Fitch
Revises Rating Criteria in Wake of Predatory Lending Legislation',
available on the Fitch Ratings web site at
http://www.fitchratings.com/

MASTR, a special purpose corporation, deposited the loans into the
trust, which issued the certificates.  JPMorgan Chase Bank will
act as trustee.  For federal income tax purposes, elections will
be made to treat the trust fund as multiple real estate mortgage
investment conduits.


N-VIRO INT'L: Chancery Court Sets Oct. 14 for Settlement Hearing
----------------------------------------------------------------
N-Viro International Corp. (OTC Bulletin Board: NVIC.OB) has been
notified by the Delaware Chancery Court on August 25, 2004 that a
date of October 14, 2004 has been set to hold a hearing on the
Company's proposed settlement of a derivative action filed June
11, 2003 by Strategic Asset Management, Inc., and to enter
judgment on the settlement terms.  A Notice of Settlement Hearing
and the Scheduling Order will be mailed within seven days to all
stockholders of record on August 25, 2004.

N-Viro International Corporation develops and licenses its
technology to municipalities and private companies. N-Viro's
patented processes use lime and/or mineral-rich, combustion
byproducts to treat, pasteurize, immobilize and convert wastewater
sludge and other bio-organic wastes into biomineral agricultural
and soil-enrichment products with real market value. More
information about N-Viro International can be obtained by
contacting the office or on the Internet at http://www.nviro.com/  
or by e-mail inquiry to info@nviro.com    

                            *     *     *

In its Form 10-QSB for the quarterly period ended June 30, 2004,
filed with the Securities and Exchange Commmission, N-Viro
International Corporation reports:

"The Company has in the past sustained operating and net losses.  
In addition, the Company has used substantial amounts of working
capital in its operations which has reduced the Company's iquidity
to a low level.  At June 30, 2004, current liabilities exceed
current assets by $981,745.  These matters raise substantial doubt
about the Company's ability to continue as a going concern."


NATIONAL CENTURY: Deloitte Asks Court to Quash Rule 2004 Subpoena
-----------------------------------------------------------------
Deloitte & Touche, LLP, asks the U.S. Bankruptcy Court for the
Southern District of Ohio to quash the Rule 2004 subpoena of
Unencumbered Asset Trust, the successor-in-interest to certain
rights and assets of National Century Financial Enterprises, Inc.,
and its debtor-affiliates, for the oral examination of a Civil
Rule 30(b)(6) corporate representative of Deloitte.

Robert J. Sidman, Esq., at Vorys, Sater, Seymour & Pease, LLP, in
Columbus, Ohio, relates that Gibbs & Bruns, LLP, represents
certain plaintiffs who allegedly own $1.6 billion in outstanding
notes issued by National Century Financial Enterprises' affiliates
-- the Arizona Noteholders.  The Arizona Noteholders have filed
three lawsuits that are now consolidated with several other
lawsuits in a multidistrict litigation proceeding pending before
Judge Graham in the U.S. District Court for the Southern District
of Ohio.  The Judicial Panel on the MDL decided to consolidate the
Arizona Noteholders and other NCFE-related cases into an MDL
proceeding to "eliminate duplicative discovery, prevent
inconsistent pretrial rulings, and conserve the resources of the
parties, their counsel, and the judiciary."  Judge Graham has
stayed all substantive discovery in the MDL pending resolution of
the motions to dismiss.

Although it has been unable to engage in discovery in the MDL
proceedings, Mr. Sidman relates that Gibbs & Bruns has taken every
opportunity to do so under the auspices of Rule 2004 of the
Federal Rules of Bankruptcy Procedure.  Gibbs & Bruns sought
documents from 38 individuals and entities, including Deloitte.
Pursuant to Bankruptcy Rule 2004 and the terms of the Agreed
Protective Order, Deloitte produced over 30,000 pages of documents
to Gibbs & Bruns in January 2004.

Six days after the Court authorized the Rule 2004 depositions,
Gibbs & Bruns did exactly what Deloitte and the other discovery
targets predicted it would do with Rule 2004 discovery.  On
May 10, 2004, Gibbs & Bruns used its Rule 2004 discovery to seek
to amend the Arizona Noteholders' complaint in the MDL proceeding.

On August 2, 2004, three months after the Court authorized Gibbs &
Bruns to take the deposition of Deloitte, Gibbs & Bruns served
Deloitte with a subpoena.  Far from "reasonable and focused," the
Subpoena includes a designation of 28 overbroad topics, not
including many sub-topics.

On August 10, 2004, Deloitte sent a letter to Gibbs & Bruns
suggesting a more efficient way to approach the Trust's
deposition.  Deloitte, like other discovery targets, suggested
that the deposition be coordinated with deposition discovery in
the MDL proceeding.  Deloitte's letter further requested that G&B
narrow the scope of the Subpoena.  Finally, Deloitte offered to
enter into a tolling agreement with the Trust as an attempt to
alleviate any purported timing concerns that the Trust would face
if its deposition of Deloitte were delayed and consolidated with
discovery in the MDL proceeding.  Without explanation, Gibbs &
Bruns rejected Deloitte's proposal.

Mr. Sidman asserts that the Subpoena should be quashed because:

A. The Subpoena is nothing more than a veiled attempt to obtain
    further support for claims filed by Noteholders in the MDL
    litigation where discovery is currently stayed.

    Gibbs & Bruns has repeatedly denied to the Court that it is
    using Rule 2004 discovery for this purpose.  Its subsequent
    conduct, however, demonstrates otherwise.  Gibbs & Bruns has
    gone so far as to deliberately violate an Agreed Protective
    Order that prohibits the use of Deloitte's documents outside
    of the Debtors' bankruptcy proceedings.

B. If the Trust is permitted to pursue the post-confirmation
    Rule 2004 examination now, duplicative, inefficient, and
    unfair discovery of Deloitte will result.

    Duplicative discovery is inevitable because the proposed 28
    designated topics are based on the same allegations made by
    the Arizona Noteholders in the MDL proceeding.  The subject
    matter of every topic can be traced to the complaints already
    filed by Gibbs & Bruns on behalf of the Arizona Noteholders in
    the MDL proceeding.

C. The Trust has no legitimate need for the Rule 2004 deposition
    because the confirmed Plan already identifies the Trust's
    potential cause of action against Deloitte, and any claims not
    identified are barred under Browning v. Levy, 283 F.3d 761,
    774-75 (6th Cir. 2002).  Even if the Trust has a legitimate
    need for the deposition, it will suffer no prejudice if that
    deposition is consolidated with depositions in the MDL.

If the Court is not inclined to quash the Trust's overbroad
Subpoena in its entirety, at a minimum, Deloitte asks the Court
to require the Trust to narrow the scope of the Subpoena so that
it comports with Rule 30(b)(6) of the Federal Rules of Civil
Procedure and the Court's previous directive that the subpoena be
"reasonable and focused."

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- is the market leader  
in healthcare finance focused on providing medical accounts
receivable financing to middle market healthcare providers. The
Company filed for Chapter 11 protection on November 18, 2002
(Bankr. S.D. Ohio Case No. 02-65235). The healthcare finance
company prosecuted its Fourth Amended Plan of Liquidation to
confirmation on April 16, 2004. Paul E. Harner, Esq., at Jones Day
represents the Debtors in their restructuring efforts.  (National
Century Bankruptcy News, Issue No. 45; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


NEWFIELD EXPLORATION: Completes $575M Inland Resources Acquisition
------------------------------------------------------------------
Newfield Exploration Company (NYSE: NFX) closed its previously
announced $575 million acquisition of Inland Resources.  The
acquisition establishes a new Rocky Mountain focus area for
Newfield.

The purchase price was funded through recent concurrent offerings
of Newfield common stock and debt.  Newfield issued 5.4 million
shares at a price to the public of $52.85 per share and $325
million of 6-5/8% senior subordinated notes due September 1, 2014.

Inland Resources is a privately held company based in Denver,
Colorado. Inland's major asset is the 110,000-acre Monument Butte
Field, located in the Uinta Basin of Northeast Utah.  Inland
operates the Monument Butte Field and has an average working
interest of about 80%.  Newfield estimates that the giant Monument
Butte Field has oil in place of more than two billion barrels.
Through this transaction, Newfield acquired an internally
estimated 326 billion cubic feet equivalent of proved reserves and
439 Bcfe of probable reserves.  The reserves are 85% oil and are
70% proved undeveloped. Current net production is approximately
7,000 barrels of oil equivalent per day.  Newfield expects to
double production by the end of 2006. Production is expected to be
10,500 BOEPD in 2005 and 14,000 BOEPD in 2006. Three rigs are
currently drilling in the field.

Newfield's proved reserves are now approximately 1.7 trillion
cubic feet equivalent, of which 77% are proved developed and 70%
are natural gas. The transaction lengthens Newfield's reserve life
by nearly 20% to approximately seven years.

In conjunction with the acquisition of Inland Resources, Newfield
has hedged a significant portion of the expected crude production
from 2005 through 2010.  The table below details the new hedges
that have been added to date and volume weighted average prices of
the positions.  Newfield continues to hedge production associated
with this transaction.  A complete listing of all of Newfield's
hedges can be found in @NFX, an electronic publication on
Newfield's web site http://www.newfld.com/  


                              Swaps             3-Way Collars
                    Volume                 Short   Long     Short
                    (BOPD)    Fixed        Floor   Floor   Ceiling
                    ------    -----        -----   -----   -------
2005
Swaps                3,000   $39.00
3-Way Collars        1,000                $30.00  $36.00   $49.00
Total Hedged         4,000

2006
Swaps                2,000   $37.00
3-Way Collars        2,750                $30.00  $35.27   $51.73
Total Hedged         4,750

2007
3-Way Collars        7,000                $26.29  $32.86   $50.97
Total Hedged         7,000

2008 - 2010
2008 3-Way Collars   7,000                $26.29  $32.86   $50.38
2009 3-Way Collars   6,000                $26.33  $32.83   $50.93
2010 3-Way Collars   4,000                $25.75  $32.50   $50.25

                        About the Company

Newfield Exploration Company is an independent crude oil and
natural gas exploration and production company.  The Company
relies on a proven growth strategy that includes balancing
acquisitions with drill bit opportunities. Newfield's areas of
operation include the Gulf of Mexico, the U.S. onshore Gulf Coast,
the Anadarko and Arkoma Basins, the Uinta Basin of the Rocky
Mountains and select international ventures.

                          *     *     *

As reported in the Troubled Company Reporter on August 12, 2004,
Standard & Poor's Ratings Services affirmed its ratings on  
Newfield Exploration Co. (BB+/Stable/--) and assigned its 'BB-'  
subordinated rating to Newfield's proposed $300 million  
subordinated notes due 2014.  The rating actions follow a review  
of the recently announced acquisition of Inland Resources, Inc.,  
The outlook remains stable.

Houston, Texas-based Newfield has roughly $1.1 billion of debt,  
pro forma its recent acquisition.

"Standard & Poor's views the acquisition of Inland Resources as  
neutral to Newfield's credit quality," said Standard & Poor's  
credit analyst Paul B. Harvey.  "The transaction will strengthen  
Newfield's business position by providing operational  
diversification and extending Newfield's reserve life to about  
seven years from a very short five years," he continued.


NEXPAK CORPORATION: Pays Critical Vendors' Prepetition Claims
-------------------------------------------------------------
The Honorable Judge Russ Kendig gave his stamp of approval to
NexPak Corporation and its debtor-affiliates' request to pay their
critical vendors' prepetition claims.

Ryan T. Routh, Esq., at Jones Day, stresses the need to preserve
the Debtors' business relationships and avoid disruptions in
operations that would impair their ability to reorganize and
thereby undermine the value available for all stakeholders.  

Without identifying any specific Critical Vendor, the Debtors tell
the Court they intend to pay:

    $365,000 to Single Source Vendor Claims which the Debtors
             are highly dependent on these vendors to provide raw
             materials, components, machinery and equipment;

    $400,000 to providers of finished goods which are made to
             meet the Company's exact specifications;

    $210,000 for "AMARAY" license fees in the Company's DVD
             and video game cases; and

    $260,000 to Freight and Warehouse providers;

      $5,000 for Repair Claims; and

    $100,000 for Custom Claims.
  ----------
  $1,340,000 Total Critical Vendor Payments
  ==========

Mr. Routh says that NexPak has no viable alternatives to obtain
substitute goods or services from other suppliers.  The Debtors
believe that without payment, the Critical Vendors would stop
shipping for a period of time, causing production delays that
would negatively affect the Debtors' business.

Mr. Routh adds that failure to pay the vendors would create a
long-term adverse impact and might cause these vendors not to
provide high levels of service to the Debtor, including regular
accommodations to address pressing, unscheduled production
demands, regular machinery and equipment repairs and services.

Headquartered in Uniontown, Ohio, NexPak Corporation, manufactures
and supplies standard and custom packaging for DVD, CD, video,
audio, and professional media formats. The Company filed for
chapter 11 protection on July 18, 2004 (Bankr. N.D. Ohio Case No.
04-63816). Ryan Routh, Esq., and Shana F. Klein, Esq., at Jones
Day represent the Company in its restructuring efforts. When the
Company filed for protection from its creditors it reported
approximately $101 million in total assets and total debts
approximating $209 million.


NORTEK INC: Calls Sr. Floating Rate Notes Due 2010 for Redemption
-----------------------------------------------------------------
Nortek, Inc., a leading international designer, manufacturer and
marketer of high-quality brand name building products, has called
for redemption all of its outstanding Senior Floating Rate Notes
due 2010.  The redemption date will be September 1, 2004.  The
redemption price for the Floating Rate Notes will be 103.00% of
the principal amount thereof plus accrued and unpaid interest to,
but not including, the Redemption Date.  Interest will cease to
accrue on the Redemption Date.

U.S. Bank National Association is the paying agent for the
redemption.

Nortek, Inc., a wholly owned subsidiary of Nortek Holdings, Inc.,
is a leading international manufacturer and distributor of high-
quality, competitively priced building, remodeling and indoor
environmental control products for the residential and commercial
markets.  Nortek offers a broad array of products for improving
the environments where people live and work.  Its products
currently include: range hoods and other spot ventilation
products; heating and air conditioning systems; indoor air quality
systems; and specialty electronic products.

                          *     *     *

As reported in the Troubled Company Reporter on August 4, 2004,
Standard & Poor's Ratings Services affirmed the 'B+' corporate  
credit ratings of Providence, Rhode Island-based Nortek Holdings,  
Inc., and its Nortek, Inc., subsidiary, and removed the ratings  
from CreditWatch where they were placed in June 2004.  The outlook  
is negative.

The affirmation anticipates that the substantially increased debt  
load as a result of the sale of Nortek Holdings to Thomas H. Lee  
Partners L.P. will be steadily reduced during the next  
several years through discretionary cash flows.

"Leverage measures are stretched for the current ratings and  
contain little flexibility for any slowdown in debt reduction  
during the next several years," said Standard & Poor's credit  
analyst Wesley E. Chinn.

Standard & Poor's also assigned its 'B+' bank loan rating and its  
recovery rating of '3' to Nortek Inc.'s $100 million revolving  
credit facility due 2010 and $700 million amortizing term loan due  
2011, based on preliminary terms and conditions. The '3' recovery  
rating indicates that bank lenders can expect a meaningful (50%-
80%) recovery of principal in the event of a default. A 'B-'  
rating was also assigned to a planned offering of $625 million of  
senior subordinated notes due 2014 to be issued under rule 144A  
with registration rights. Proceeds from the term loan and  
subordinated notes issuance and cash on hand will be used to help  
finance the acquisition consideration and redemption of all  
existing rated debt issues. Following the acquisition of Nortek  
Holdings by THL, Nortek Holdings will be merged into Nortek Inc.,  
which will become the borrower under the secured credit facilities  
and senior subordinated notes.

The ratings reflect the consolidated entity's competitive,  
cyclical markets, the niche characteristic of certain products,  
and poor leverage measures due to the very aggressive use of debt.  
This is partially mitigated by a somewhat diversified portfolio of  
building products (annual sales of roughly $1.7 billion) with  
significant market shares, relatively stable cash flows, and a  
manageable debt maturity schedule. Although debt was reduced  
earlier this year using $450 million of after-tax proceeds from  
the February 2004 sale of the windows, doors, and siding business,  
the divestiture slightly diminished the overall business profile  
and reduced the earnings base.


NORTEK INC: Accepts Tendered 10% & 9.875% Notes for Purchase
------------------------------------------------------------
Nortek Holdings has accepted for purchase all of its 10% Senior
Discount Notes due 2011 that were validly tendered and not
withdrawn pursuant to its previously announced tender offer to
purchase for cash all of its outstanding Discount Notes.  

The Company's wholly-owned subsidiary, Nortek, Inc., has accepted
for purchase all of its 9.875% Senior Subordinated Notes due June
15, 2011 and Senior Floating Rate Notes due 2010 that were validly
tendered and not withdrawn pursuant to its previously announced
tender offers to purchase for cash all of its outstanding 9.875%
Notes and Floating Rate Notes.  The tender offers expired at 9:00
a.m., New York City time, Friday.

According to U.S. Bank National Association, the depositary for
the tender offers, all of the outstanding Discount Notes ($515.0
million in aggregate principal amount at maturity), approximately
$240.0 million in aggregate principal amount of the 9.875% Notes,
and $199.0 million in aggregate principal amount of the Floating
Rate Notes were validly tendered and not withdrawn in the tender
offers.  Following the purchase by Nortek Holdings and Nortek of
the notes accepted in the tender offers, approximately $10.0
million in aggregate principal amount of the 9.875% Notes and $1.0
million in aggregate principal amount of the Floating Rate Notes
remain outstanding.

Holders of Discount Notes who tendered their notes in the tender
offers received $842.44 per $1,000 principal amount at maturity,
of which $20.00 represents a consent payment, for such notes.  The
aggregate cost to purchase the Discount Notes tendered in the
tender offers was approximately $433.9 million.

Holders of 9.875% Notes who tendered their notes prior to the
consent expiration date received $1,163.59 per $1,000 principal
amount for such notes, plus accrued and unpaid interest to, but
not including, Friday's date.  Holders who tendered 9.875% Notes
after the consent expiration date, received $1,143.59 per $1,000
principal amount at maturity for such notes, plus accrued and
unpaid interest to, but not including, Friday's date.  The
aggregate cost to purchase the 9.875% Notes tendered in the tender
offers was approximately $283.9 million.

Holders of Floating Rate Notes who tendered their notes in the
tender offers received $1,031.25 per $1,000 principal amount, of
which $20.00 represents a consent payment, for such notes, plus
accrued and unpaid interest to, but not including, Friday's date.  
The aggregate cost to purchase the Floating Rate Notes tendered in
the tender offers was approximately $206.8 million.

UBS Securities LLC and Credit Suisse First Boston LLC acted as
dealer managers and solicitation agents, MacKenzie Partners, Inc.
acted as the information agent and U.S. National Bank acted as the
depositary for the tender offers and the related consent
solicitations.  UBS Securities LLC and Credit Suisse First Boston
LLC can be contacted at (888) 722-9555 extension 4210 and (800)
820-1653, respectively.  The information agent can be contacted
at (800) 322-2885.

Nortek, Inc., a wholly owned subsidiary of Nortek Holdings, Inc.,
is a leading international manufacturer and distributor of high-
quality, competitively priced building, remodeling and indoor
environmental control products for the residential and commercial
markets.  Nortek offers a broad array of products for improving
the environments where people live and work.  Its products
currently include: range hoods and other spot ventilation
products; heating and air conditioning systems; indoor air quality
systems; and specialty electronic products.

                          *     *     *

As reported in the Troubled Company Reporter on August 4, 2004,
Standard & Poor's Ratings Services affirmed the 'B+' corporate  
credit ratings of Providence, Rhode Island-based Nortek Holdings,  
Inc., and its Nortek, Inc., subsidiary, and removed the ratings  
from CreditWatch where they were placed in June 2004.  The outlook  
is negative.

The affirmation anticipates that the substantially increased debt  
load as a result of the sale of Nortek Holdings to Thomas H. Lee  
Partners L.P. will be steadily reduced during the next  
several years through discretionary cash flows.

"Leverage measures are stretched for the current ratings and  
contain little flexibility for any slowdown in debt reduction  
during the next several years," said Standard & Poor's credit  
analyst Wesley E. Chinn.

Standard & Poor's also assigned its 'B+' bank loan rating and its  
recovery rating of '3' to Nortek Inc.'s $100 million revolving  
credit facility due 2010 and $700 million amortizing term loan due  
2011, based on preliminary terms and conditions. The '3' recovery  
rating indicates that bank lenders can expect a meaningful (50%-
80%) recovery of principal in the event of a default. A 'B-'  
rating was also assigned to a planned offering of $625 million of  
senior subordinated notes due 2014 to be issued under rule 144A  
with registration rights. Proceeds from the term loan and  
subordinated notes issuance and cash on hand will be used to help  
finance the acquisition consideration and redemption of all  
existing rated debt issues. Following the acquisition of Nortek  
Holdings by THL, Nortek Holdings will be merged into Nortek Inc.,  
which will become the borrower under the secured credit facilities  
and senior subordinated notes.

The ratings reflect the consolidated entity's competitive,  
cyclical markets, the niche characteristic of certain products,  
and poor leverage measures due to the very aggressive use of debt.  
This is partially mitigated by a somewhat diversified portfolio of  
building products (annual sales of roughly $1.7 billion) with  
significant market shares, relatively stable cash flows, and a  
manageable debt maturity schedule. Although debt was reduced  
earlier this year using $450 million of after-tax proceeds from  
the February 2004 sale of the windows, doors, and siding business,  
the divestiture slightly diminished the overall business profile  
and reduced the earnings base.


ONLINE POWER: OPS Power LLC Completes $400,000 Asset Purchase
-------------------------------------------------------------
On August 20, 2004, the United States Bankruptcy Court for the
District of Colorado in the Chapter 11 case of OnLine Power
Supply, Inc. approved the sale of certain of the company's assets
to OPS Power LLC. The purchase price is $400,000.

The company plans to convert the case to a Chapter 7 liquidation
on September 30, 2004. Thereafter, the administration of the case,
including the liquidation and distribution of the company's
remaining assets, will be conducted by a Chapter 7 trustee. At the
present time, the company does not expect there will be any
distributions to the company's shareholders.

Headquartered in Centennial, Colorado, OnLine Power Supply, Inc. -
- http://www.powersupply.com/-- designs and manufactures high  
efficiency, compact AC to DC power supplies for servers,
industrial, medical, and telecom equipment. The Company filed for
chapter 11 protection (Bankr. D. Colo. Case No. 04-20467) on May
14, 2004. John B. Wasserman, Esq., and Bonnie Bell Bond, Esq., at
Sender & Wasserman, P.C., represent the Company in its
restructuring efforts. When the Debtor filed for protection from
its creditors, it listed $562,279 in assets and $2,484,806 in
liabilities.


PARMALAT: Has Until Thursday to File Plan & Disclosure Statement
----------------------------------------------------------------
In a stipulation approved by the U.S. Bankruptcy Court for the
Southern District of New York, Parmalat USA Corporation and its
United States debtor-affiliates and subsidiaries, General Electric
Capital Corporation as agent and lender, Citibank, N.A., and the
Official Committee of Unsecured Creditors agree to modify the
termination provisions under the DIP Financing Agreement and the
Final DIP Order.  The Lenders agree to allow the Debtors to file a
plan of reorganization and the accompanying disclosure statement,
on or before September 2, 2004.  The Debtors' failure to comply
will constitute a Termination Event under the DIP Financing
Agreement.

The parties also agree that all obligations and commitments of
Citibank, GE Capital and the DIP Lenders, and the U.S. Debtors'
authorization to use the Cash Collateral, will terminate at the
earliest of:

       (i) September 2, 2004;

      (ii) the effective date of any reorganization plan;

     (iii) the entry of a Court order converting any of the
           Chapter 11 Cases to a case under Chapter 7 of the
           Bankruptcy Code or dismissing any of the cases; or

      (iv) the termination of the DIP Financing Agreement or the
           Debtors' Receivables Purchase Agreement with Citibank.

The Final DIP Order remains in full force and effect in all other
respects.

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion  
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese,  butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located  
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-
11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP represent the Debtors in their
restructuring efforts.  On June 30, 2003, the Debtors listed
EUR2,001,818,912 in assets and EUR1,061,786,417 in debts.
(Parmalat Bankruptcy News, Issue No. 28; Bankruptcy Creditors'
Service, Inc., 215/945-7000)   


PEABODY LANDSCAPE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Peabody Landscape Construction, Inc.
        dba Peabody Landscape Group
        dba Peabody Landscape Management
        2253 Dublin Road
        Columbus, Ohio 43228

Bankruptcy Case No.: 04-63565

Type of Business: The Debtor is primarily known as a design-build
                  landscaping firm with five divisions:
                  commercial landscape construction, residential
                  design build, commercial site management,
                  residential gardening, and irrigation &
                  lighting services.

Chapter 11 Petition Date: August 27, 2004

Court: Southern District of Ohio (Columbus)

Judge: Barbara J. Sellers

Debtor's Counsel: Thomas R Allen, Esq.
                  Allen, Kuehnle & Stovall LLP
                  21 West Broad Street, Suite 400
                  Columbus, Ohio 43215-4100
                  Tel: (614) 221-8500
                  Fax: (614) 221-5988

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

    Entity                                     Claim Amount
    ------                                     ------------
Internal Revenue Service                         $1,854,525
District Director-Insolvency Section
PO Box 1579
Cincinnati, Ohio 45201

State of Ohio                                      $687,205
Department of Taxation
PO Box 347
Columbus, Ohio 43216

The Huntington National Bank                       $100,000

Wellnitz Landscape Products                         $62,763

Century Equipment                                   $55,808

Your Lawn, Inc.                                     $32,996

Thompson Hine LLP                                   $28,602

Oberfield's, Inc.                                   $28,428

Beach Construction                                  $27,563

American Express                                    $25,600

Acorn Farms                                         $24,697

Precision Mulching, Inc.                            $24,690

Earhart Petroleum Inc.                              $22,804

The Huntington National Bank                        $15,031

Grange Mutual Casualty Company                      $14,968

Foertmeyer & Sons Greenhouse                        $13,341

David Carothers                                     $12,925

Coffman Stone                                       $12,835

Hoffman's Power Equipment                           $12,736

Lesco Service Center # 431                          $12,371


PEGASUS SATTELITE: Asks Court to Okay Key Employee Retention Plan
-----------------------------------------------------------------
Almost immediately after Pegasus Satellite Communications, Inc.
and its debtor-affiliates filed their request to adopt the Initial
Key Employee Retention Plan, the Debtors and the Official
Committee of Unsecured Creditors began negotiations and were able
to reach an agreement on a scaled-back version of the KERP that:

      (i) covered only the Junior Management for retention award
          and severance components; and

     (ii) reduced the amounts payable under the monthly award
          component.

The terms of the agreement were reflected in a July 9, 2004 Court
Order.

The final hearing on the Initial KERP Motion was adjourned several
times while the Debtors continued their negotiations with the
Creditors Committee and other parties-in-interest regarding the
KERP's remaining components for the Junior Management, as well as
all KERP components for the Senior Management that were not
addressed in the First KERP Order.

In connection with the Debtors' global settlement with DIRECTV,
Inc., and the National Rural Telecommunications Cooperative, the
Debtors and Committee were able to reach agreement on the KERP
with respect to:

   (1) the Junior Management; and

   (2) seven of the nine members of Senior Management.

The agreement is reflected in an August 3, 2004 Court Order.

The remaining components of the Initial KERP Motion that have not
been addressed in either the First KERP Order or the Second KERP
Order relate to:

   (1) Marshall W. Pagon, Chairman and CEO of Pegasus
       Communications Corporation and its subsidiaries; and

   (2) Ted S. Lodge, President and Chief Operating Officer of
       Pegasus Communications Corporation and its subsidiaries.

By this motion, the Debtors seek the Court's authority to
implement and make payments as appropriate under a Supplemental
Retention Plan solely with respect to Mr. Lodge, pursuant to
Sections 363(b) and 105(a) of the Bankruptcy Code.

Mr. Lodge is currently the President, Chief Operating Officer and
Counsel for each of the Debtors.  Mr. Lodge is responsible for all
of the Debtors' operations, including satellite television and
broadcast television.  Mr. Lodge previously served as Executive
Vice President, Chief Administrative Officer, General Counsel, and
Secretary of Pegasus Satellite Communications from 1996 to
December 2001.  In addition, Mr. Lodge serves as a Director of
Debtors PSC, Pegasus Media & Communications, Inc., Argos Support
Services Company, and Portland Broadcasting, Inc.  Mr. Lodge is
employed pursuant to the terms of an Executive Employment
Agreement dated July 21, 2002.

Robert J. Keach, Esq., at Bernstein, Shur, Sawyer & Nelson, in
Portland, Maine, tells the Court that Mr. Lodge's experience and
extensive knowledge of the Debtors were a critical component to
the Debtors' ability to successfully negotiate the Global
Settlement, and are vital to the consummation of the sale of the
Satellite Assets, including the transition of services and
subscribers to DIRECTV, and the consummation of a Chapter 11 plan
or plans for the Debtors.

The Supplemental Retention Plan is designed to induce Mr. Lodge to
continue in his current position with the Debtors through the
consummation of a Chapter 11 plan or plans, and reward Mr. Lodge
for his successful efforts in bringing significant value to the
Debtors' estates through negotiation, approval and consummation of
the Global Settlement, Asset Purchase Agreement and the
Cooperation Agreement.  The Supplemental Retention Plan consists
of three components:

   (a) A $1,000,000 payment payable on the closing of the sale of
       the Satellite Assets;

   (b) A $400,000 payment payable on the consummation of a
       Chapter 11 plan or plans for the Debtors; and

   (c) Family coverage benefits under the healthcare continuation
       coverage in accordance with the requirements of Part 6 of   
       Title I of the Employee Retirement Income Security Act and
       Section 4980B of the Internal Revenue Code.

Each of the three components was agreed to in principle by the
Creditors Committee on July 30, 2004, in connection with the
Global Settlement.

The Debtors propose to pay the Closing Payment and the Plan
Payment on an administrative expense basis.  The Debtors will pay
for Mr. Lodge's Consolidated Omnibus Budget Reduction Act
Benefits, if necessary, up to a maximum amount of $21,600.  The
payments would be fully allocated to the Debtors.  The Closing
Payment and the Plan Payment would constitute offsets against any
payments that Mr. Lodge may be allowed under the Employment
Agreement.

The Debtors and the Committee believe that the costs associated
with the implementation of the Supplemental Retention Plan for
Mr. Lodge are more than justified by the benefits that the
Debtors have and will realize for their estates and all parties-
in-interest.  By implementing a retention plan for Mr. Lodge, the
Debtors believe that their Chapter 11 cases will have the best
possible chance to reach a successful resolution and preserve and
maximize the value of their business.  The Supplemental Retention
Plan enables the Debtors to retain the knowledge, experience and
loyalty of Mr. Lodge, who is crucial to the task at hand.

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. (Pegasus Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


POCONO INCREDIBLE: First Creditors' Meeting Slated for Sept. 24
---------------------------------------------------------------
The United States Trustee for Region 2 will convene a meeting of
Pocono Incredible, Inn, Inc.'s creditors at 1:00 p.m., on
September 24, 2004, at 181 Church Street in Poughkeepsie, New
York.  This is the first meeting of creditors required under 11
U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Headquartered in Fort Montgomery, New York, Pocono Incredible,
operates a resort on a 60 acres of naturally wooded countryside
beside Lake Tammany.  The Company filed for chapter 11 protection
on August 23, 2004 (Bankr. S.D. NY. Case No.
04-37012).  John A. Poka, Esq., of Milford, Pennsylvania
represents the Company in its restructuring efforts.  When the
Debtor filed for protection, it listed more than $100 million in
estimated assets and debts.


POTLATCH CORP: Inks $125 Million Credit Facility with BofA
----------------------------------------------------------
On June 29, 2004, Potlatch Corporation entered into a new
unsecured bank credit facility with Bank of America, N.A., as
Administrative Agent, and several lenders party thereto, which
replaced a bank credit facility that expired by its terms on
June 28, 2004.

The new credit facility provides a revolving line of credit of up
to $125 million, including a $35 million subfacility for letters
of credit and a $10 million subfacility for swing line loans.
Usage under either or both subfacilities reduces availability
under the revolving line of credit. Although no borrowings have
been made under the new credit facility, the letter of credit
subfacility is being used to support several outstanding letters
of credit.

Potlatch Corporation is a mid-sized forest products company. It
owns and operates about 1.5 million acres of timberland in Idaho,
Arkansas, and Minnesota. Its timberlands provide the majority of
raw materials for the company's wood products including strand
board, plywood, particleboard, and lumber. Potlatch also makes
coated printing paper, bleached kraft pulp, paperboard, and
tissues and is a leading producer of retail private-label and
store-brand paper products. The company is also developing a
22,000-acre hybrid poplar (fast growing trees) farm in Oregon.

                           *     *     *

In its Form 10-Q for the quarterly period ended June 30, 2004,
filed with the Securities and Exchange Commission, Potlatch Corp.
reports:

"As of June 30, 2004, Standard & Poor's Ratings Services rated our
senior unsecured debt at BB+, with a stable outlook, and our
senior secured bank loan rating at BBB-. The ratings have remained
unchanged since January 30, 2003. Since the first quarter of 2003,
Fitch, Inc. has rated our senior unsecured debt at BB+ and our
senior secured bank loan rating at BBB-. In March 2004, Fitch
reaffirmed our ratings, but upgraded its outlook on the company
from negative to stable. Moody's Investors Service Inc.'s rating
of our debt is currently Baa3 with a negative outlook. "


POTLATCH CORPORATION: Fitch's Double-B Ratings on Watch Evolving
----------------------------------------------------------------
Fitch Ratings placed Potlatch Corp.'s ratings on Watch Evolving.  
Fitch rates Potlatch's senior unsecured debt 'BB+' and its senior
subordinated notes 'BB'.  The commercial paper ratings and senior
secured ratings are withdrawn as the company no longer uses
commercial paper and has renegotiated its principal bank facility,
which is now unsecured.

Potlatch intends to sell its three oriented strand board plants to
Ainsworth Lumber, Co., for approximately $458 million.  On
closing, the company's cash balance will increase to something in
excess of its outstanding debt ($618 million at last quarter's
end).  It also means that Potlatch will be losing a major portion
of its earnings stream, albeit a volatile one.  Of the remaining
business lines, tissue products have been in the red but should
benefit from recent price increases, as well as pulp and
paperboard, which has nominally been in the black.  Potlatch's
timberlands (1.5 million acres) will be the company's main
earning's driver with wood products reduced to around 800 million
board feet or so of lumber per year and a small amount of plywood
and particleboard.  With this business configuration and recent
history, Potlatch is at greater risk of losing money in the short
term.

Yet to be seen is the strategic direction the company will take.  
Prospectively, noteholders could benefit if cash is isolated or
dedicated to debt repayment.  Potlatch will be highly liquid
between its cash balance and the market value of its timberlands
(which also exceed the company's outstanding debt).  However, the
financial risk from Potlatch's ongoing operations needs to be
considered, if indeed the company elects to hold onto these
assets.  Reinvestment of sales proceeds also cannot be wholly
discounted.  Potlatch's ratings will likely remain unchanged until
noteholder risk can be further defined and evaluated.


RCN CORPORATION: Overview & Summary of Chapter 11 Plan
------------------------------------------------------
According to RCN Corporation's Chairman and Chief Executive  
Officer, David McCourt, the primary purpose of the Chapter 11  
Plan is to effectuate a restructuring of the Debtors' capital  
structure to align their capital structure with their present and  
future operating prospects.  Presently, the funds expected to be  
generated by the Debtors will not be sufficient to meet their  
working capital, debt service and capital expenditure  
requirements nor satisfy their debt obligations unless the  
restructuring transactions contemplated by the Plan is  
consummated.

The Restructuring will reduce significantly the principal amount  
of outstanding indebtedness by converting $1,200,000,000 in the  
aggregate principal and accrued interest amount of Senior Notes  
into New Common Stock of Reorganized RCN.  The Debtors' bank  
debts will be repaid in full in cash.  Their debts under the  
Evergreen Credit Agreement will be reinstated and modified in  
accordance with the provisions of a New Evergreen Credit  
Agreement.

            Debtors' Unaudited Projected Balance Sheet
           Assuming a September 30, 2004 Effective Date
                       (Amounts in Thousands)

                                  Pre-Emergence   Post-Emergence
                                  -------------   --------------
   ASSETS
   Current Assets:
      Cash & temporary cash
         investments                   $177,643         $166,890
      Escrowed cash from lender               -                -
      Accounts receivable
         from related parties             6,130            6,130
      Accounts receivable, net           47,246           47,246
      Unbilled revenues                   1,032            1,032
      Interest receivable                 3,125            3,125
      Prepayments & other
         current assets                  18,125           18,125
      Short-term restricted
         investments                     33,000           33,000
                                  -------------   --------------
   Total current assets                 286,301          275,548

   Property, plant & equip, net         849,025          809,763
   Investments in joint ventures        215,000          215,000
   Intangibles, net                       1,503                -
   Goodwill, net                          6,130                -
   Deferred charges and
      other assets                            -           25,579
                                  -------------   --------------
   Total assets                      $1,357,959       $1,325,890
                                  =============   ==============

   LIABILITIES AND SHAREHOLDERS'
   EQUITY / (DEFICIT)
   Current Liabilities:
      Accounts payable                  $19,880          $19,880
      Advance billings and
         customer deposits               22,280           22,280
      Accrued expenses                   17,771           17,771
      Accrued interest                        -                -
      Accrued cost of sales              37,935           37,935
      Accrued employee compensation
         and related expenses            20,699           20,699
      Deferred income taxes                  18               18
                                  -------------   --------------
   Total current liabilities            118,584          118,584

   Term Loan A                           91,612                -
   Term Loan B                          316,352                -
   Evergreen Facility                    30,249           33,500
   New Term Loan                              -          285,000
   New Second Lien Facility                   -          150,000
   Capital Leases                        11,083           11,083
   Other deferred credits                 7,307            7,307
   Commitments and contingencies
   Preferred stock, Series A            346,538                -
   Preferred stock, Series B          1,458,203                -
   Liabilities subject to
      compromise                      1,252,524                -
   Total shareholders'
      (deficit)/ equity              (2,274,492)         720,417
                                  -------------   --------------
   Total liabilities, redeemable
   preferred stock and
   shareholders' equity/(deficit)    $1,357,959       $1,325,890
                                  =============   ==============

The Plan consists of separate plans of reorganization for each of  
these eight Debtors:

   * RCN Corporation,
   * TEC Air, Inc.,
   * RLH Property Corporation,
   * RCN Finance, LLC,
   * Hot Spots Productions, Inc.,
   * RCN Telecom Services of Virginia, Inc.,
   * RCN Entertainment, Inc., and
   * ON TV, Inc.

RCN Cable TV of Chicago, Inc., and 21st Century Telecom Services,  
Inc., are not included as proponents of the Plan.  Both will  
continue as debtors-in-possession in their jointly administered  
Chapter 11 cases.

For voting and distribution purposes, the Plan contemplates  
separate sub-Classes for each of the eight Debtors.  Votes will  
be tabulated separately for each of the Debtors with respect to  
each Debtor's Plan.

Certain unclassified Claims, including Administrative Claims,  
Priority Tax Claims, and certain Other Priority Claims, will  
receive payment in Cash either on the Distribution Date, as the  
claims are liquidated, or in installments over time, as permitted  
by the Bankruptcy Code, or as agreed with the holders of the  
Claims.  All other Claims and all Interests are classified into  
separate Classes and will receive the distributions and  
recoveries, if any.  Estimated Claim amounts are based on the  
Debtors' books and records as of July 31, 2004.  

                   $460,000,000 Exit Financing

On or before the Effective Date, Reorganized RCN will enter into  
a $460,000,000 exit facility with Deutsche Bank to obtain funds  
necessary to make distributions under the Plan and conduct its  
post-reorganization businesses.  The Exit Facility will consist  
of:

      (i) a senior first-lien secured credit facility; and

     (ii) $150,000,000 of second-lien floating rate notes.

The Senior First-Lien Financing will consist of $285,000,000 of  
term loans and a $25,000,000 letter of credit facility.

                  New Evergreen Credit Agreement

On June 9, 2003, RCN Corporation entered into the Evergreen  
Credit Agreement, the net proceeds of which were to be used  
directly or indirectly to retire outstanding Senior Notes.

Pursuant to the Plan, the Debtors propose to modify the Evergreen  
Credit Agreement on the Effective Date.  The modifications will  
supersede any contrary provisions in the Evergreen Credit  
Agreement.  The modifications will include:

   -- Maturity will be 7-3/4 years from the Effective Date;

   -- Interest will be 12.5%, payable quarterly;

   -- Interest will be payable in kind through maturity;

   -- Mandatory prepayment provisions modified to the extent
      necessary so that they are no more favorable to Evergreen
      than similar provisions in the Exit Facility;

   -- Obligations and liens will be subordinated to the Exit
      Facility obligations on terms substantially similar to
      those currently set forth in the Evergreen Credit
      Agreement;

   -- Representations, warranties, covenants, and events of
      default will be modified as necessary so that the terms of
      the New Evergreen Credit Agreement are no more restrictive
      to the Debtors and their subsidiaries than the terms of the
      Exit Facility; and

   -- Covenants will be modified to permit the incurrence of the
      obligations in respect of the Exit Facility.

The Debtors will present the New Evergreen Credit Agreement to  
the Court at a later date.

                   Issuance of New Securities

Pursuant to the Plan, Reorganized RCN will issue New Common Stock  
and New Warrants for distribution to creditors.  On the Effective  
Date, the certificates constituting the Existing Securities will  
evidence solely the right to receive the distribution of the  
consideration, if any, set forth under the Plan.  All Interests,  
other than Subsidiary Common Stock Interests, are cancelled.

The principal terms of the shares of New Common Stock to be  
issued under the Plan will be:

       Authorization:        100,000,000 shares

       Initial Issuance:     36,020,850 shares

       Par Value:            $0.01 per share

       Voting Rights:        One vote per share

       Preemptive Rights:    None

       Dividends:            Payable at the discretion of the
                             board of directors of Reorganized
                             RCN

The principal terms of the New Warrants to be issued by  
Reorganized RCN under the Plan will be:

       Authorization:        735,119 warrants, each representing
                             the right to purchase one share of
                             New Common Stock, equal to 2% of the
                             New Common Stock subject to dilution
                             by the Management Incentive Options

       Total Issued:         2% of the New Common Stock

       Vesting:              Upon Reorganized RCN attaining an
                             enterprise valuation of
                             $1,660,000,000

       Term:                 Two years from the date of
                             consummation

       Strike Price:         $34.16

       Anti-Dilution
       Rights:               Strike price and number of shares  
                             of common stock of Reorganized
                             RCN issuable upon exercise will
                             be adjusted for stock splits,
                             dividends, recapitalization and
                             similar events.

Reorganized RCN will enter into a Registration Rights Agreement  
with the holders of shares of 5% or more of the New Common Stock  
on or before the Effective Date.  Pursuant to the Registration  
Rights Agreement, Reorganized RCN will, among other things:

   (a) within 90 days after the Effective Date, prepare and
       file, and have declared effective as soon as possible,
       a registration statement or registration statements under
       the Securities Act -- the Shelf Registration -- for the
       offering, on a continuous basis pursuant to Rule 415 of
       the Securities Act, certain shares of New Common Stock
       held by certain "underwriters" or "affiliates";

   (b) keep the Shelf Registration effective for a period ending
       on the earlier of:

       -- the date on which all covered securities have been
          sold pursuant to the Shelf Registration or pursuant to
          Rule 144 under the Securities Act;

       -- except as otherwise provided in the Registration
          Rights Agreement, the date that is the three-year
          anniversary of the date on which the Shelf Registration
          statement is declared effective by the Securities and
          Exchange Commission; and

       -- the date when there are no remaining Registrable
          Securities outstanding; and

   (c) use its reasonable best efforts to cause the New Common
       Stock to be quoted in the national market system of the
       National Association of Securities Dealers' Automated
       Quotation System.

                       Disbursing Agent

A disbursing agent will be appointed to make all the required  
distributions under the Plan.  The Disbursing Agent will make all  
Cash distributions from the Reorganized Debtors' available Cash.   
Any distribution under the Plan of property, other than Cash,  
will be made by the Disbursing Agent or the Indenture Trustee in  
accordance with the terms of the Plan.

If the Disbursing Agent is an independent third party designated  
by Reorganized RCN, subject to approval by the Official Committee  
of Unsecured Creditors to serve in that capacity, the Disbursing  
Agent will receive, without further Bankruptcy Court approval,  
reasonable compensation for its services and reimbursement of  
reasonable out-of-pocket expenses from the Reorganized Debtors.   
No Disbursing Agent will be required to give any bond or surety  
or other security for the performance of its duties unless  
otherwise ordered by the Bankruptcy Court.  If otherwise so  
ordered, the Reorganized Debtors will pay all costs and expenses  
of procuring any bond.

At the close of business on the first date distributions are made  
to the holders of claims arising from the Debtors' Senior Notes:

   (a) the claims register or transfer ledgers for the Senior  
       Notes will be closed;

   (b) the transfer book and records of the Senior Notes as
       maintained by the Indenture Trustee or its agent will be
       closed; and  

   (c) any transfer of any Senior Notes Claim will be prohibited.

There will be no further changes in the record holders of any  
securities.  Reorganized RCN or the Disbursing Agent, if any,  
will have no obligation to recognize any transfer of any  
securities occurring after the Senior Notes Distribution Date and  
will be entitled, instead, to recognize and deal for all purposes  
under the Plan with only those holders of record stated on the  
transfer ledgers or the claims register as of the close of  
business on the Senior Notes Distribution Date.

The Disbursing Agent will, to the extent applicable, comply with  
all tax withholding and reporting requirements imposed by any  
federal, state, local, or foreign taxing authority, and all  
distributions will be subject to any withholding and reporting  
requirements.  The Disbursing Agent will be authorized to take  
all actions necessary or appropriate to comply with the  
withholding and reporting requirements.

                  Continued Corporate Existence

Reorganized RCN and each of the Reorganized Debtors will continue  
to exist after the Effective Date as separate corporate entities.   
On the Effective Date, the certificate of incorporation and by-
laws of each Reorganized Debtor will be amended as necessary to  
satisfy the provisions of the Plan and the Bankruptcy Code.  The  
Amendment will include, among other things, a provision  
prohibiting the issuance of non-voting equity securities.  The  
Reorganized RCN Certificate of Incorporation and By-laws will  
include a provision authorizing the issuance of the New Common  
Stock.

                       Revesting of Assets

The property of each Debtor's Estate, together with any property  
of each Debtor that is not property of its Estate and that is not  
specifically disposed of pursuant to the Plan, will revest in the  
applicable Reorganized Debtor on the Effective Date.  After that,  
the Reorganized Debtors may operate their businesses and may use,  
acquire, and dispose of property free of any restrictions of the  
Bankruptcy Code, the Bankruptcy Rules, and the Bankruptcy Court.  
As of the Effective Date, all of the Reorganized Debtors'  
property will be free and clear of all Claims, encumbrances,  
Interests, charges and liens, except as specifically provided in  
the Plan or Confirmation Order.

                      Corporate Transactions

On or after the Effective Date, the applicable Reorganized  
Debtors may enter into transactions and may take actions as may  
be necessary or appropriate to:

   -- effect a corporate restructuring of their businesses;

   -- simplify otherwise their overall corporate structure;

   -- reincorporate certain of the Debtors under the laws of
      jurisdictions other than the laws of which the applicable
      Debtors are presently incorporated.

According to Mr. McCourt, the Restructuring may include one or  
more mergers, consolidations, restructures, dispositions,  
liquidations, or dissolutions, as may be determined by the  
Debtors or the Reorganized Debtors to be necessary or  
appropriate.

                     Directors and Officers

The term of RCN's current board of directors will expire on the  
Effective Date.  The Plan provides that, from and after the  
Effective Date, the initial board of directors of Reorganized RCN  
will consist of seven members selected by the Creditors  
Committee.  The individuals proposed to serve as Reorganized  
RCN's directors, as well as any proposed changes to the existing  
management, will be identified before or at the Confirmation  
Hearing.  Reorganized RCN's Board will have the responsibility  
for the management, control, and operation of Reorganized RCN on  
and after the Effective Date.  Before or at the Confirmation  
Hearing, the Creditors Committee will also identify the  
individuals proposed to serve as directors of each of the  
Subsidiary Debtors, as well as any proposed changes to the  
Subsidiary Debtors' existing senior management.

Unless otherwise provided before or at the Confirmation Hearing,  
the existing officers of each of the Debtors will serve initially  
in their current capacities for the Reorganized Debtors.

                   Management Incentive Options

Subsequent to the Effective Date, Reorganized RCN will adopt a  
Management Incentive Plan that is intended to provide incentives  
to senior management to continue their efforts to:

   -- foster and promote the long-term growth and performance of
      Reorganized RCN; and

   -- to increase the market price for the New Common Stock.

Reorganized RCN will earmark 7.5% to 10% of the New Common Stock,  
on a fully diluted basis, for the award of options to the  
Management Incentive Plan Participants to purchase shares of  
Reorganized RCN common stock.

                       Creditors Committee

On the Effective Date, the duties of the Creditors Committee will  
terminate.  However, the Committee will continue in existence  
after the Effective Date to:

   (1) continue in the prosecution, including appeals, of any
       matter in which the Committee has joined issue;

   (2) review, and, if necessary, interpose and prosecute
       objections to claims filed by bankruptcy professionals;
       and

   (3) file applications for Professional Claims.

The Committee will be entitled to obtain reimbursement for the  
reasonable fees and expenses of its members and Professionals  
relating to the foregoing.

                     Retention of Exclusivity

The Debtors retain the exclusive right to amend or modify the  
Plan and solicit acceptances of any amendments to or  
modifications of the Plan, through and until the Effective Date.

A full-text copy of RCN Corp.'s Disclosure Statement is available  
for free at:

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

A full-text copy of RCN Corp.'s Reorganization Plan is available  
for free at:

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


Headquartered in Princeton, New Jersey, RCN Corporation --  
http://www.rcn.com/-- provides bundled Telecommunications   
services.  The Company, along with its affiliates, filed for  
chapter 11 protection (Bankr. S.D.N.Y. Case No. 04-13638) on  
May 27, 2004.  Frederick D. Morris, Esq., and Jay M. Goffman,  
Esq., at Skadden Arps Slate Meagher & Flom LLP, represent the  
Debtors in their restructuring efforts.  When the Debtors filed  
for protection from their creditors, they listed $1,486,782,000 in
assets and $1,820,323,000 in liabilities. (RCN Corp. Bankruptcy
News, Issue No. 10; Bankruptcy Creditors' Service, Inc., 215/945-
7000)    


RELIANT ENERGY: S&P Affirms B Credit Rating with Stable Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on the
corporate credit ratings on Reliant Energy, Inc., and two of its
wholly owned subsidiaries, Reliant Energy Mid-Atlantic Power
Holdings, LLC, and Orion Power Holdings, Inc., to Stable from
Negative.  At the same time, Standard & Poor's affirmed its 'B'
corporate credit ratings on the three entities.

The rating action follows Standard & Poor's continuing analysis of
the financial consequences for Reliant following the criminal
indictment of the company on April 8, 2004 for alleged market
manipulation practices in 2000.  On further analysis, Standard &
Poor's believes that any monetary penalties and potentially
adverse business outcomes likely would not pressure the current
rating.  In addition, Reliant has taken several steps to stabilize
its financial profile by reducing both financial leverage and
operating costs.

Standard & Poor's revised the outlook based on its reduced
concerns that civil cases might be filed against the company.  The
negative outlook was driven by the potential for civil cases to
"piggy back" on the criminal proceedings with potentially
extensive penalties that could result.  No civil cases have been
filed based on the alleged market manipulation practices in 2000
since the conduct was made public more than 18 months ago.

"The stable outlook reflects Standard & Poor's expectation that
Reliant's financial ratios will continue to improve in 2004 and
beyond as a result of debt reduction and cost savings," said
credit analyst Arleen Spangler.

Standard & Poor's bases its ratings on Reliant and on those of its
major subsidiaries on the consolidated credit profile of the
corporation, which incorporates the credit quality of Reliant's
wholesale and retail businesses.  Reliant provides electricity and
energy services to more than 1.8 million retail customers in
Texas, serves commercial and industrial customers in the PJM
Interconnection region, and provides electricity to wholesale
customers in a number of regions of the U.S. through a portfolio
of about 19,000 MW.

Reliant's financial profile remains in line with the rating level
due to low margins in the wholesale business, higher interest
costs, high leverage, and restrictive covenants at its large Orion
subsidiaries.  As of June 30, 2004, Reliant's debt to total
capital ratio was about 58% and funds from operation -- FFO -- to
total interest expense was about 2.4x.  Going forward, Standard &
Poor's expects holding company FFO interest coverage to be in line
with the rating level until cash traps at Orion are eliminated.  
Ongoing annual capital expenditures, which the company expects to
average about $150 million over the next five years, will be
funded at the operating levels through cash flow from operations.

Although Standard & Poor's believes that Reliant's financial risk
has stabilized, any significant, sustained reduction in cash flow
from operations from adverse business conditions may cause
Standard & Poor's to lower the rating.


SAFFRON FUND: Makes $54.9 Million Initial Liquidating Distribution
------------------------------------------------------------------
Pursuant to the Plan of Liquidation adopted by the stockholders of
Saffron Fund, Inc. (NYSE: SZF) at the Annual General Meeting on
May 13, 2004, the Fund is making an initial liquidating
distribution of $54,904,240.64, or approximately 97% of the assets
of the Fund, in the aggregate to its stockholders of record as of
August 20, 2004.

Each such stockholder will receive $9.372 per share. Based on
information available at this time, the Fund estimates that the
entire amount of this initial liquidating distribution will be
characterized as a return of capital for U.S. federal income tax
purposes; the Fund will report the tax treatment to each
stockholder in January 2005 on Form 1099-DIV.

The Fund is retaining assets for the payment of remaining expenses
and any claims and other obligations. The Fund expects to make a
second liquidating distribution to stockholders after all expenses
relating to the liquidation and dissolution have been paid.
EquiServe Trust Company, N.A. acted as paying agent with respect
to the distribution.  

The Fund is also taking other steps to wind up its affairs
pursuant to the Plan of Liquidation. The Fund is filing Articles
of Dissolution with the Maryland State Department of Assessments
and Taxation to dissolve the Fund, at which time all of the Fund's
outstanding shares will be cancelled. The Fund is also filing with
the Securities and Exchange Commission to deregister its common
shares under the Securities Exchange Act of 1934 and to deregister
the Fund itself under the Investment Company Act of 1940.

Saffron Fund, Inc. is a closed-end, non-diversified management
investment company.


SEMGROUP: Moody's Assigns B1 Rating to SemCrude's $550M Facilities
------------------------------------------------------------------
Moody's assigned a B1 senior implied rating to SemGroup, L.P., and
rated wholly owned SemCrude, L.P.'s three tranche $550 million
senior secured bank and institutional credit facilities.  One loan
agreement governs the loan facilities, which are joint and
severally guaranteed by SemGroup, its domestic subsidiaries, and
foreign subsidiaries (to the extent it does not trigger adverse
tax consequences).  The facilities will repay $90 million of
revolver borrowings, just over $50 million of working capital
borrowings, and support the issuance of an existing $156 million
of letters of credit.  The rating outlook is stable but sensitive
to leveraged acquisitions, avoidance of material deterioration in
marketing and trading results and controls, and to maintaining
sound overall cash flow trends.

SemCrude is wholly owned by privately held SemGroup, L.P.
(formerly Seminole Group, L.P.), a U.S. mid-continent and lower
Midwest firm engaged in midstream gathering, aggregating, storage,
marketing, and merchant trading of crude oil (through SemCrude)
and natural gas liquids; as well as a marketer of refined
petroleum products and propane to jobbers, wholesalers, industrial
consumers, and cogeneration plants.  SemGroup operates gathering,
transportation, and storage assets along the central U.S. corridor
spanning from the Gulf Coast, through the Mid-continent, and into
the Midwest.  Natural gas marketing is conducted in Canada.
   
SemGroup's daily physical movements include 480,000 barrels per
day of crude oil, 120,000 barrels per day of refined products,
104,000 barrels per day of natural gas liquids, and 1,000,000
mmbtu's of natural gas.  Physical positions are hedged by
offsetting physical positions or in the options, futures, and/or
over the counter hedging markets.

Moody's assigned these ratings:

     i) A Ba3 rated $400 million 4-year revolving working capital
        facility, with a $200 million sub-limit for letters of
        credit and contango borrowings, first secured by
        SemCrude's working capital assets and junior secured by
        each guarantor's fixed assets.

    ii) A B1 rated $50 million 4 year revolving secured credit
        facility, first secured by SemCrude's fixed assets and
        junior secured by SemCrude's working capital assets.

   iii) A B1 rated $100 million 6 year Term Loan B that will be
        fully drawn at the closing, first secured by SemCrude's
        fixed assets and junior secured by SemCrude's working
        capital assets.

    iv) B1 Senior Implied Rating.

     v) B2 Senior Unsecured Non-guaranteed Issuer Rating.

The stable rating outlook is sensitive to:

   * SemGroup's ability to increase its proportion of durable cash
     flow from tariff and fee based activity (without
     significantly increasing its leverage) relative to its cash
     flow from higher risk, more volatile, thin margin marketing,
     trading; and

   * vendor risk management activities.

The outlook is also sensitive to:

   * SemGroup's effective adherence to its risk management
     policies;

   * ability to successfully market, trade, and hedge its
     activities through volatile spot and forward hydrocarbon
     markets, and execute profitable marketing business in both
     backwardated and contango markets, to avoid negative margin
     and cash flow trend in marketing and trading; and

   * to the agent bank and bank group's enforcement of loan
     agreement borrowing base and covenant disciplines.

The ratings generally benefit from:

   * acceptable leverage relative to the ratings;

   * the considerable control provided by the borrowing base,
     covenants, and banks seasoned in the midstream business;

   * the fact that the borrowing base has tended to cover combined
     working capital debt, letters of credit, and permanent debt,
     with added protection for Term Loan B and the acquisition
     revolver provided by first security in fixed assets; and

   * the partial strategic hedge (against the secular decline in
     U.S. oil production) provided by SemGroup's 4.8 million
     barrels of crude oil storage capacity (2.8 million barrels of
     storage capacity strategically connected to the Cushing,
     Oklahoma hub and another 1 million barrels of capacity being
     built by SemCrude) and terminaling assets that allow SemGroup
     to participate in rising imported crude oil volumes.

The ratings also benefit from sector-seasoned management and
SemGroup's logistical fixed asset and marketing positions in the
core central U.S. crude oil production, refining, transportation,
and consumption corridor spanning the Gulf Coast, through the mid-
Continent, and into the Midwest.

SemGroup's diversification across several hydrocarbon commodities,
midstream activities, and regions also may provide greater market
opportunity, information, and risk diversification.  Conversely,
this span of activity also exposes small SemGroup's management and
resources to powerful forces in multiple world and regional
commodity markets impacting its marketing and trading activity
generating roughly 45% of its EBITDA.

The ratings are generally restrained by:

   * a comparatively small fixed asset scale,

   * heavy and volatile working capital needs,

   * modest size, exposure to leveraged acquisitions (though
     acquisitions over $15 million require bank consent), and

   * SemGroup's large, volatile, thin margin marketing, trading,
     and vendor hedging business.

While the bank credit agreements restrict the company to run only
fully covered positions, its activity still can expose it to
degrees of basis risk, commodity price differentials, and time
differentials.  Also, while its policies do permit it to write un-
covered options, the company reports it does not do such
transactions and, in any case, is prohibited from doing so by the
loan agreements.

Borrowing levels under the Ba3 rated $400 million working capital
facility are governed by a borrowing base determined by specified
advance rates against eligible receivables and inventory, net of
crude oil payables.  The facility is supported by an annual third
party audit and twice monthly borrowing base reports provided by
SemGroup.  The facility permits up to $200 million of borrowing
base availability to fund hedged crude oil and refined product
storage positions taken during contango markets.

The eligible borrowing base was recently estimated by the agent
banks to approximate $298 million, distilled from $185 million of
eligible accounts receivables, $128 million of eligible inventory,
$42 million of unused letters of credit and brokers' equity, and
offset by $57 million of crude oil purchase commitments.

Pro-forma debt approximates $160 million.  Based partly on the
sale earlier this year of 49% of SemGroup's private common equity
for $65 million, we estimate SemGroup's going concern value to be
in the range of $250 million to $350 million.  Pro-forma for the
financings, pro-forma last twelve months, and based on pre-mark-
to-market EBITDA, EBITDA/Interest would be in the range of 5.0x,
Debt/EBITDA would be in the range of 2.2x, and Debt/Capital would
be in the range of 66%.  Pro-forma for the financings, as of
May 2004, SemGroup's total debt would be $151.6 million and
partners' capital would approximate $78 million.  Its capital
structure would have included approximately:

   * $52 million of working capital facility borrowings;

   * $100 million of Term Loan B obligations;

   * $3.6 million of capital lease obligations; and

   * $10.5 million of subordinated convertible notes.

More specifically, the ratings and rating outlook are restrained
by:

   * SemGroup's proportionately high working capital funding needs
     (as of June 30, 2004: $837 million of accounts receivable,
     $140 million of inventory, and $72 million of derivative
     assets, funded largely by $867 million of accounts payable
     and $95 million of derivatives liabilities) which also rise
     sharply with spikes in crude oil, refined product, and
     natural gas prices; a corollary high level of thin margin,
     market confidence-sensitive marketing and merchant energy
     trading activity requiring precision back office controls,
     hedging, adherence to risk management policy, and bank
     borrowing base control;

   * a modest level of fixed asset value coverage of Term Loan B
     and only roughly 55% of cash flow generated by stable tariff-
     based activity;

   * the relatively brief four years of SemGroup operating
     history; and

   * transaction and leveraging risk embedded SemGroup's
     acquisition appetite.

The ratings are also supported by:

   * a material scale of operations encompassing established crude
     oil, natural gas liquids, and refined product infrastructure;

   * and customer relationships located in the heart of the crude
     oil and refined product flows between the Gulf of Mexico and
     Midwest regions.

The ratings also benefit from comparatively firm leverage tests
and use of proceeds controls provided by the loan agreements; a
maximum $15 million acquisition scale permitted by the banks
without requiring further bank consent

Nevertheless, Moody's also notes:

   * intense competition for declining domestically produced crude
     oil throughput and imported crude oil volumes;

   * a highly acquisitive growth plan with attendant funding
     needs; and

   * private ownership which heightens the odds that acquisitions
     would be debt funded.

To improve the ratings, SemGroup will need to perform consistently
and amply pro-actively fund significant acquisitions with adequate
equity.  To date, the firm has adequately funded acquisitions
relative to the rating.

SemGroup's cash flow from operations increased from net cash used
in operations of $8.1 million in 2002 to net cash provided by
operations of $47.2 million in 2003.  Cash flow in the first five
months of 2004 was $30 million.  Gross margin increased from
$68.3 million in 2002 to $158 million in 2003.  Gross margin the
first five months of 2003 was $73 million.

Moody's will also track how SemGroup's business performs if crude
oil markets face significant corrections involving:

   * pronounced transitions to either higher or lower prices;
   
   * transitions from backwardation to contango or contango to
     backwardation; or

   * if oil markets transition to markedly reduced price
     volatility or relative stability, with each environment being
     of particular interest.

SemGroup, L.P. is headquartered in Tulsa, Oklahoma.


SENECA GAMING: Launches $300 Million 7-1/4% Senior Debt Offering
----------------------------------------------------------------
Seneca Gaming Corporation is offering $300,000,000 principal
amount of its 7-1/4% Senior Notes due 2012 in exchange for
$300,000,000 principal amount of its 7-1/4% Senior Secured Notes
due 2012.  The offering, pursuant to a Registration Statement
which was declared effective on August 27, 2004, commenced Friday.

SGC will accept for exchange any and all Old Notes validly
tendered on or prior to 5:00 p.m., New York City time, on the date
the Exchange Offer expires, which will be September 28, 2004,
unless the Exchange Offer is extended by SGC.

Copies of the Prospectus and transmittal materials governing the
Exchange Offer may be obtained from the Exchange Agent, Wells
Fargo Bank, N.A., at the following address and telephone number:

                      Wells Fargo Bank, N.A
                     608 Second Avenue South
             Corporate Trust Operations, 12th Floor
                      Minneapolis, MN 55402
                          800-344-5128

Seneca Gaming Corporation owns and operates the Seneca Niagara
Casino in Niagara Falls.
                          *     *     *

As reported in the Troubled Company Reporter's April 23, 2004,  
edition, Standard & Poor's Ratings Services assigned its 'BB-'  
rating to the Seneca Gaming Corporation's proposed  
$225 million senior unsecured notes due 2012.  Proceeds from the  
proposed note issue, along with expected cash from operations and  
existing cash balances, will be used to help fund SGC's planned  
expansion project, make a $25 million distribution to the Seneca  
Nation of Indians, and for fees and expenses.  

In addition, a 'BB-' corporate credit rating was assigned to the  
Niagara Falls, New York-based company.  The outlook is stable.   
Pro forma for the new notes, total debt outstanding at  
March 31, 2004, was approximately $320 million.

SGC was created by the Nation to manage and operate three Class  
III gaming facilities in western New York. The Nation consists of  
approximately 7,300 members and is one of several federally  
recognized Native American tribes in New York. The Nation entered  
into its compact with the State of New York in 2002, which was  
subsequently approved by the Bureau of Indian Affairs. The compact  
expires in 2016 with a renewal option to 2023, and requires a  
payment based on a percentage of slot win to the state.

"The ratings reflect SGC's current reliance on the Seneca Niagara  
Casino, construction risks associated with the planned expansion  
project, challenges in managing a larger gaming operation, and an  
evolving competitive landscape, which includes the June 2004  
opening of a large-scale casino within a few miles of the Seneca  
Niagara Casino on the Canadian side of Niagara Falls and the  
addition of video lottery terminals at nearby racetracks," said  
Standard & Poor's credit analyst Peggy Hwan. "These factors are  
mitigated by favorable demographics in its surrounding market,  
strong operating performance of SNC since opening, and good  
financial profile for the rating."


SK GLOBAL: Wants Evans Industries to Pay $1,031,834 Plus Interest
-----------------------------------------------------------------
Before the Petition Date, SK Global America, Inc., sold certain
cold rolled steel sheet in coil products to Evans Industries, Inc.  
Subsequent to the delivery of the Goods, the Debtor issued to
Evans three invoices with due dates of June 15, 2001,
July 1, 2001, and August 4, 2001, seeking payment of $2,483,862
for the Goods.

Evans failed to fully pay the invoices.  Consequently, Evans
entered into a Payment Rescheduling Agreement dated
October 30, 2001, with the Debtor.  Pursuant to the Rescheduling
Agreement, Evans acknowledged that it was in default of its
payments for $2,103,514, the first overdue amount.  Evans also
acknowledged all interest that accrued on the debt without any
defense, counterclaim, set-off or protest.

The Rescheduling Agreement:

   -- contained a payment schedule whereby Evans agreed to make
      payments until the Receivables were fully paid;

   -- provided for Evans to pay interest.  The interest rate was
      tied to the timeliness of the payments pursuant to the
      First Schedule.

Evans made certain payments due in accordance with the First
Schedule but ultimately ceased making the required payments before
it had satisfied its obligations to the Debtor.

Due to Evans' inability to comply with its payment obligations
under the Rescheduling Agreement, the Debtor agreed to enter into
two separate addenda, each dated as of March 26, 2002, which
amended the Agreement by modifying the First Schedule.  The
Addenda provided for Evans to pay interest, with the interest rate
again tied to the timeliness of the payments pursuant to the
Second Schedules.

The Addenda further provided that in the event Evans defaulted:

   (a) Evans will pay an 18% interest per annum; and

   (b) The Debtor could declare the amounts outstanding and all
       accrued interest, immediately due and payable.

Evans made certain payments due in accordance with the Second
Schedules, but it ultimately ceased making the required payments
in July 2003.

Evans presently owes the Debtor $1,031,834.

Scott E. Ratner, Esq., at Togut, Segal & Segal, LLP, in New York,
asserts that the Receivables are property of the Debtor's estate.
The Debtor made several demands on Evans requesting the immediate
payment of the Receivables but Evans has refused to turn over the
payment plus interest.

Pursuant to Section 542(a) and (b) of the Bankruptcy Code, the
Debtor asks the U.S. Bankruptcy Court for the Southern District of
New York to compel Evans to make the required payments with
interest from July 7, 2004, until full payment is made.

Headquartered in Fort Lee, New Jersey, SK Global America, Inc., is
a subsidiary of SK Global Co., Ltd., one of the world's leading
trading companies.  The Debtors file for chapter 11 protection on
July 21, 2003 (Bankr. S.D.N.Y. Case No. 03-14625).  Albert Togut,
Esq., and Scott E. Ratner, Esq., at Togut, Segal & Segal, LLP,
represent the Debtors in their restructuring efforts.  When they
filed for bankruptcy, the Debtors reported $3,268,611,000 in
assets and $3,167,800,000 of liabilities. (SK Global Bankruptcy
News, Issue No. 22; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


SUN TERRACE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Sun Terrace Associates LP
        c/o Security Properties, Inc.
        1201 Third Avenue, Suite 5400
        Seattle, Washington 98101-3031

Bankruptcy Case No.: 04-15013

Type of Business: The Debtor operates a 192-unit retirement
                  apartment complex.

Chapter 11 Petition Date: August 24, 2004

Court: District of Arizona (Phoenix)

Judge: Chief Judge Sarah Sharer Curley

Debtor's Counsel: Mary B. Artigue, Esq.
                  Gammage & Burnham, P.L.C.
                  Two North Central Avenue
                  18th Floor
                  Phoenix, Arizona 85004
                  Tel: 602-256-4419
                  Fax: 602-256-4475

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
    ------                    ---------------       ------------
Security Properties '76       Advance by              $1,043,787
1201 Third Avenue, #5400      General Partner
Seattle, WA 98101-3031

FSAL Management Corp.         Unpaid Management Fees    $321,340
1201 E. Thomas Road
Phoenix, AZ 85014

FSAL Development Corp.        Advance by former         $243,000
                              General Partner

FSAL Development Corp.        Advance by former         $120,859
                              General Partner

Ray Morrison                  Deferred Developer Fees   $119,000

Maricopa County Treasurer     2003 Real Property Taxes   $71,905

Maricopa County Treasurer     2002 Real Property Taxes   $39,969

FloodPro, LLC                 Water Damage               $19,266
                              Restoration Services

Shamrock Foods                Trade Debt                  $4,995

Deloitte & Touche             Contingency Fee for         $3,815
                              Tax Appeal

Cox Communication             Trade Debt                  $1,372

Catholic Sun                  Trade Debt                    $696

Roadrunner Fire & Safety      Trade Debt                    $564
Equipment, Inc.

Allegiance Telecom            Trade Debt                    $470
Company Worldwide

Farmer Bros. Coffee           Trade Debt                    $229

AGS Utility Management, Inc.  Trade Debt                    $225

Burns Pest Elimination, Inc.  Trade Debt                    $209

Western Water                 Trade Debt                    $160
Technologies, Inc.

Marlin Leasing                Trade Debt                    $128

Desert-Isle Beverages         Trade Debt                     $94


SYRATECH CORP: Likely Default Prompts Moody's Junk Ratings
----------------------------------------------------------
Moody's Investors Service downgraded the debt ratings of Syratech
Corporation with a senior implied rating of Caa3, a senior
unsecured issuer rating of Ca and a senior notes rating of Ca.  
The outlook remains stable.  The downgrade follows the company's
announcement through public filings that it does not expect to be
in compliance with its bank covenants as of December 31, 2004 and
has hired Peter J. Solomon Company, L.P. to assist in negotiations
with the company's lenders and other debt holders in connection
with the company's exploration of financing and other
alternatives.  The downgrade reflects the company's excessive
leverage, its weak operating and credit metrics, and its limited
liquidity, as well as Moody's expectation of modest recovery rates
in a restructuring scenario.

The following ratings were downgraded:

   * Senior implied rating, B3 to Caa3;

   * Senior unsecured issuer rating, Caa1 to Ca;

   * $118.3 million senior notes due 2007, Caa1 to Ca.

Syratech has a $70 million revolving credit facility due
March 2006 (with a $30 million sub limit for LOCs) secured by a
first priority lien on the inventory and receivables of the
company as well as certain guarantees.  The revolver is not rated
by Moody's.  

Although the company is currently in compliance with its covenants
under its revolving credit facility, the company has notified
lenders that it does not expect to meet its minimum EBITDA
covenant at December 31, 2004 and does not expect to have minimum
borrowing availability of $20 million at December 31, 2004 as
required under the facility.  The company has indicated that it is
currently negotiating an amendment to the terms of the facility to
allow the company access to the facility; if it is not successful
in doing so, it will not have sufficient funds to fund its
operations after December 31, 2004.  At June 30, 2004, there was
$13.5 million outstanding under the revolving credit facility.  
Availability under the facility, net of outstanding LOCs and
minimum availability requirements, was approximately
$10.8 million.  

In addition to the revolver, the company has outstanding $118.3
million of senior notes due 2007.

The ratings downgrade reflects the likelihood and proximity of a
financial restructuring and the expectation that recovery values
on the senior notes would be low in such a scenario.  The ratings
reflect the company's weak credit metrics including high leverage,
low interest coverage and negative retained cash flow/debt as well
as poor liquidity.  The markets that the company competes in are
generally highly competitive and fragmented, with a wide range of
domestic manufacturers as well as foreign imports competing in a
variety of channels and at a variety of price points.  Weak
economic conditions have also had a negative impact on the types
of discretionary consumer items that Syratech designs,
manufactures, imports and markets.

The company's ratings benefit from the company's well-known brand
names such as Wallace, Towle and International Silver as well as
its licensing arrangements with companies such as Vera Wang,
Cuisinart and Spode.  Ratings also benefit from:

   * the company's broad and diverse retail customer base;

   * its diversity of product offerings and price points; and

   * its sourcing of two-thirds of its products from over 500
     foreign manufacturers as well as its off-shore manufacturing
     in Puerto Rico.

Although the bulk of the company's markets are highly fragmented,
the company is one of five major U.S. manufacturers of sterling
silver flatware.

The ratings outlook is stable reflecting the expectation that
current ratings levels reflect Moody's expectation for limited
recovery rates in a restructuring scenario.

The Caa3 senior implied rating for Syratech reflects the high
likelihood of default for the company and the high potential for
significant principal loss in the event of default.  The revolving
credit facility, which is unrated by Moody's, is secured by the
company's account receivables and inventories.  The senior notes,
which constitute the bulk of the company's debt, are rated at the
Ca rating level reflecting limited expected recovery values.  
Tangible asset coverage of the senior notes is very low in a
liquidation scenario.  In a sale scenario, the notes could realize
some recovery value due to the company's brand names and
trademarks.  The senior unsecured issuer rating is rated Ca,
similar to the senior notes, which are general unsecured
obligations of the company.

Syratech, located in East Boston, Massachusetts, designs,
manufactures, imports and markets a diverse portfolio of tabletop,
giftware and products for home entertaining and decoration.  The
company had revenues of $195 million for the latest twelve months
ended June 2004.


TITANIUM METALS: Extends Labor Contract to December 10, 2004
------------------------------------------------------------
Titanium Metals Corporation (NYSE: TIE) has entered into a two-
month extension of the collective bargaining agreement covering
the hourly production and maintenance workforce at its titanium
sponge and melting facility in Henderson, Nevada. That group of
approximately 300 employees is represented by the United
Steelworkers of America (Local 4856). The agreement, entered into
at the request of the USWA to address scheduling conflicts,
extends the existing labor contract that was due to expire on
October 2, 2004, through December 10, 2004.

Headquartered in Denver, Colorado, Titanium Metals Corporation is
an integrated producer of titanium sponge and mill products used
primarily for applications in the highly cyclical and competitive
aerospace industry.  The titanium metals industry is extremely
competitive worldwide, in part because excess industry capacity
intensifies price competition during cyclical downturns.

                         *     *     *

As reported in the Troubled Company Reporter's May 21, 2004,
edition, Standard & Poor's Rating Services said it raised its
corporate credit rating on Titanium Metals Corp. to 'B' from 'B-'.
The outlook is stable.

At the same time, Standard & Poor's raised its preferred stock
rating to 'CCC' from 'D' and assigned this rating to the company's
proposed 6.75% Series A convertible preferred stock offering,
which is being issued to tender the company's outstanding 6.625%
convertible preferred securities, Beneficial unsecured convertible
securities.  Completion of the tender offer is expected to occur
in the third quarter of 2004.

"The corporate credit rating upgrade reflects Standard & Poor's
assessment that aerospace demand for titanium has reached its
nadir and should begin to improve in 2005," said Standard & Poor's
credit analyst Dominick D'Ascoli.  The preferred stock rating
upgrade follows the company's payment of $22 million in accrued
interest and its intention to resume quarterly interest payments
beginning June 1, 2004.


UNIFI INC: S&P Downgrades Corporate Credit & Debt Ratings to B-
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Unifi Inc., to 'B-' from
'B+'.  In addition, the ratings on Unifi, a producer of texturized
nylon and polyester yarns, have been removed from CreditWatch,
where they were placed April 14, 2004.

"The downgrade follows the company's very weak operating results,
which reflect the continued difficult operating environment," said
Standard & Poor's credit analyst Susan Ding. "Excess industry
capacity has led to negative unit volume and pricing trends."

The outlook is negative.  Greensboro, North Carolina-based Unifi
had about $267 million of debt outstanding on March 28, 2004.

Unifi's operating results significantly deteriorated in the nine
months ended March 28, 2004, in conjunction with changing industry
fundamentals, which include rising foreign competition in the
commodity polyester business and a shrinking domestic customer
base.  These factors have led to credit protection measures below
Standard & Poor's expectations.  In addition, there is uncertainty
related to Unifi's recently announced initiatives, including a
proposed joint venture in China, the closure of its Ireland
operations, and the announced purchase of a facility in
Kinston, North Carolina.

The Chinese joint venture, which replaces a previously announced
start-up greenfield endeavor, will require significant initial
resources.  In Ireland, Unifi will close its Letterkenny plant and
relocate the servicing for its European accounts.  The Ireland
operations accounted for about $80 million in sales in fiscal
2004, and there is uncertainty regarding the level of sales that
could be lost in this restructuring effort.

Unifi is purchasing the Kinston facility from Invista, with whom
it formerly managed the facility as a partner.  (Invista, a part
of Koch Industries, recently purchased DuPont's textile
operations, including the Kinston facility.)  At the same time,
Invista and Unifi's alliance agreement will be terminated.  The
purchase price for the facility is $21 million and will be seller
financed.  With the termination of the alliance agreement, the
arbitration claims and the put/call options on the manufacturing
facility will be terminated as well.  As a result of the
termination, however, Unifi will lose the cost efficiencies of the
alliance.

While Unifi has aggressively restructured operations in the past
several years, the ultimate impact of these initiatives on sales
trends and profitability remains uncertain.


US AIRWAYS: Names Thomas R. Harter to Board of Directors
--------------------------------------------------------
US Airways Group, Inc., elected Thomas R. Harter to its board of
directors effective immediately.  He becomes one of four
representatives of US Airways' labor groups on the board.

Mr. Harter will fill the seat previously held by Perry Hayes and
will serve as the board representative for US Airways' Association
of Flight Attendants and Transport Workers Union members.

Currently senior vice president and consultant at The Segal
Company, based in Washington, D.C., Mr. Harter has a wide range of
experience in working with large regional and national multi-
employer pension and health trust funds.  He represented labor
organizations in negotiating contracts at the national level,
dealing with the problems of escalating health care costs.

"Tom brings a breadth of skills that we can utilize during this
critical time for the company and the board members look forward
to working with him," said US Airways Chairman Dr. David G.
Bronner.

"I also want to thank Perry for his time and contributions as a
board member.  He was an articulate advocate for the interests of
our employees and has provided an important perspective during the
company's transformation," said Dr. Bronner.

Prior to joining The Segal Company in 1979, Mr. Harter worked as
an independent consultant providing general business consulting
and tax services to corporations, partnerships and sole
proprietors.  He also has experience as a systems and information
manager with AARP, including duties as pension and health
insurance benefits manager for a nationwide multiple-employers
system composed of AARP and related taxable and tax-exempt
corporations.

Mr. Harter earned a bachelor of arts degree from Yale University
in 1964 and has taken advanced courses in business management and
pensions.  He has served as an instructor in the Certified
Employee Benefits Specialist programs sponsored by George
Washington University and the George Meany Labor Institute.  He
also served as an officer in the U.S. Navy during the Vietnam war
from 1964 to 1969, including two assignments as
operations/communications officers in the war zone and one tour at
the Pentagon.

Mr. Harter resides in Falls Church, Virginia.

Headquartered in Arlington, Virgina, US Airways' primary business
activity is the ownership of the common stock of US Airways, Inc.,
Allegheny Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines,
Inc., MidAtlantic Airways, Inc., US Airways Leasing and Sales,
Inc., Material Services Company, Inc. and Airways Assurance
Limited, LLC.  The Company filed for chapter 11 protection on
August 11, 2002 (Bankr. E.D. Va. Case No. 02-83984).  Alexander
Williamson Powell Jr., Esq. and David E. Carney, Esq. at Skadden,
Arps, Slate, Meagher & Flom and Lawrence E. Rifken, Esq. at
McGuireWoods LLP represent the Debtors in their restructuring
efforts.


WCI STEEL: MIC Capital Files $140 Mil. Reorganization Plan for WCI
------------------------------------------------------------------
On Friday evening, August 27, 2004, MIC Capital Inc., in
collaboration with D. E. Shaw Laminar Portfolios, L.L.C. filed a
Plan of Reorganization for WCI Steel, Inc. in the United States
Bankruptcy Court for the Northern District of Ohio.

Alan Kestenbaum, the CEO of MIC Capital, an affiliate of Marco
International Corp., stated, "We believe our plan provides a more
favorable alternative for the employees and creditors of WCI than
the separate plans proposed by the Debtors and the Noteholders.
Among other things, our plan provides for better creditor
recoveries than the Debtors' plan, and is predicated on a business
plan that will increase that plant's output, thereby providing
additional hiring opportunities."

Unlike both the Debtors' Plan and the Noteholder Plan, the MIC
Plan will be accompanied by a firm contract for coke, a critical
raw material for the production of steel. This is important
because, in May 2004, US Steel, WCI's current coke supplier,
announced it would no longer supply coke to the open market,
forcing companies that depended on coke from US Steel scrambling
for very scarce coke supplies. Neither the Debtors' Plan nor the
Noteholders' Plan suggests that they have secured a coke source to
meet supply needs starting in December 2004.

The MIC plan benefits employees through a strategic vision that
includes an increase in production. The MIC plan proponents intend
to work with company management, employees, and the local
community to effectuate a timely emergence from bankruptcy.

Details of the plan can be found in the documents filed with the
Bankruptcy Court on Friday.

The proposed disclosure statement for the MIC Plan has not yet
been approved by the Bankruptcy Court, and there is no assurance
that such approval will be obtained. Accordingly, nothing herein
is intended to constitute nor should be construed to constitute a
solicitation of acceptance of the referenced plan of
reorganization. MIC Capital will only solicit creditor approval of
its plan of reorganization if and when its accompanying disclosure
statement is approved by the Bankruptcy Court.

MIC Capital located in New York is an affiliate of Marco
International Corp., a company specializing in manufacturing,
finance, and trading of metal on a worldwide basis.

D. E. Shaw Laminar Portfolios, L.L.C.'s activities include the
deployment of capital in connection with the restructuring of
companies that may currently be experiencing financial distress.
D. E. Shaw Laminar Portfolios, L.L.C. is a member of the D. E.
Shaw group, a New York-based investment and technology development
firm.

On Sept. 16, 2003, WCI filed a voluntary petition for protection  
under Chapter 11 of the U.S. Bankruptcy Code.

WCI is an integrated steelmaker producing more than 185 grades of  
custom and commodity flat-rolled steel at its Warren, Ohio  
facility. WCI products are used by steel service centers,  
convertors and the automotive and construction markets. The  
company has approximately 1,700 employees.

                         *     *     *

As reported in the Troubled Company Reporter on May 14, 2004, WCI
Steel, Inc. agreed to a stipulated order terminating its right of
exclusivity to file a Plan of Reorganization.

WCI filed its Plan of Reorganization on April 20 in the U.S.  
Bankruptcy Court for the Northern District of Ohio, Eastern  
Division. Sponsored by The Renco Group, Inc., WCI's ultimate  
parent, the plan includes a recently negotiated labor agreement  
(subject to ratification) with the United Steelworkers of America.  
The plan is subject to approval by the bankruptcy court and a vote  
of creditors and other stakeholders.

Edward R. Caine, WCI's vice chairman and chief restructuring  
officer, said that the company met its fiduciary duties in  
marketing the assets but stipulated to the termination order to  
underscore WCI's commitment to emerge from the Chapter 11  
proceedings in the strongest financial position possible.

"We believe WCI has presented the most viable reorganization plan  
possible, but we want any party interested in WCI to have ample  
opportunity to forward a competing plan," Mr. Caine said.


WESTPOINT STEVENS: Wants Court Nod to Assume Two Olin Sales Pacts
-----------------------------------------------------------------
WestPoint Stevens, Inc. and its debtor-affiliates seek the United
States Bankruptcy Court for the Southern District of New York's
authority to assume certain sales contracts with Olin Corporation,
as modified.

In the ordinary course of operating their businesses, the Debtors
use various chemical compounds in their manufacturing processes.
Sodium hydrosulfite solution and caustic soda is required to
prepare raw material that has been woven into "greige cloth" for
bleaching and dyeing prior to finishing the material into sheets
or towels.

Because the Debtors require high quantities of the Chemicals in
their manufacturing operations, the Debtors entered into two
contracts with Olin to ensure availability and obtain volume
discounts for the Chemicals.

The Debtors entered into a Sales Contract with Olin for the supply
of a particular brand of SHS called Reductone.  The Reductone
Contract is a requirements contract, which provides 100% of the
Debtors' yearly SHS needs.  Under the Reductone Contract, Olin
currently provides SHS to the Debtors at a below-market price of
$54.80 per 1,000 pounds, with any price increases capped at $3.11
per 1,000 pounds for calendar year 2005 and $2.08 per 1,000 pounds
for calendar year 2006.

The Debtors also entered into a Sales Contract with Olin for the
supply of Soda.  The Soda Contract is also a requirements
contract, which provides the Debtors with about half of their
yearly Soda needs.  The Soda Contract automatically renews year to
year, with the pricing structure negotiated quarterly.  For the
quarter ending June 2004, Olin provided Soda to the Debtors at a
below-market price of either $160 per ton or $175 per ton,
depending on shipping costs.

According to John J. Rapisardi, Esq., at Weil, Gotshal & Manges,
LLP, in New York, the SHS and Soda markets can be extremely
volatile.  The Soda market recently experienced significant price
increases of $95 per ton, resulting in a $300 per ton average
market price.  Because of the recent spike in prices for Soda, the
Debtors were faced with a significant increase in costs to obtain
Soda provided by Olin under the Soda Contract.  The Debtors
approached Olin to negotiate a more favorable long-term pricing
structure under the Soda Contract.

After extensive arm's-length, good faith negotiations, the
Debtors were able to obtain, in exchange for assumption of the
Contracts, very favorable long-term pricing under the Soda
Contract.  The Debtors obtained a limited $70 per ton increase in
the price for Soda -- compared to the recent market increase of
$95 per ton -- effective through June 30, 2006, with any
subsequent quarterly increases or decreases capped at $40 per ton.

Mr. Rapisardi discloses that the Debtors approached several Soda
suppliers, but none could match Olin's terms and pricing
structure.  Olin is the sole source of the particular kind of SHS
that performs best in the Debtors' manufacturing processes.
Thus, alternative suppliers are unable to provide terms more
favorable than those contained in the Contracts, which not only
ensure availability of the Chemicals, but also provide long-term,
discounted pricing.

The $70 agreed upon price increase results in a $230 or $245 per
ton price for Soda under the Soda Contract, depending on shipping
costs, that is significantly lower than the current $300 per ton
current market price, Mr. Rapisardi explains.  The Debtors'
estimate savings of $375,000 in costs over the next two years, as
the Debtors expect to use 3,000 tons of Soda per year.
Furthermore, by capping fluctuations in pricing under the Soda
Contract to $40 per ton on a quarterly basis, the Debtors are
insulated from the full effect of further price increases in the
Soda market.

The Debtors believe the cure amount due in assuming the Contracts
is $293,000 -- $183,000 on account of the Reductone Contract and
$110,000 on account of the Soda Contract.

Olin has also asserted an additional claim in the Debtors'
Chapter 11 cases for about $70,000, based on certain reclamation
demands asserted in connection with Chemicals provided for under
the Contracts.  However, as consideration for the assumption of
the Contracts, Olin has agreed to waive its Reclamation Claim and
accept a reduced cure amount of $169,500, resulting in additional
savings to the Debtors' estates of about $193,000.

Headquartered in West Point, Georgia, WestPoint Stevens, Inc., --
http://www.westpointstevens.com/-- is the #1 US maker of bed  
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings. It makes the Martex,
Utica, Stevens, Lady Pepperell, Grand Patrician, and Vellux
brands, as well as the Martha Stewart bed and bath lines; other
licensed brands include Ralph Lauren, Disney, and Joe Boxer.
Department stores, mass retailers, and bed and bath stores are its
main customers. (Federated, J.C. Penney, Kmart, Sears, and Target
account for more than half of sales.) It also has nearly 60 outlet
stores.  Chairman and CEO Holcombe Green controls 8% of WestPoint
Stevens.  The Company filed for chapter 11 protection on June 1,
2003 (Bankr. S.D.N.Y. Case No. 03-13532). John J. Rapisardi, Esq.,
at Weil, Gotshal & Manges, LLP, represents the Debtors in their
restructuring efforts. (WestPoint Bankruptcy News, Issue No. 28;
Bankruptcy Creditors' Service, Inc., 215/945-7000)  


WORLDCOM INC: Judge Gonzalez Rejects $1MM Moen Infringement Claim
-----------------------------------------------------------------
On January 15, 2003, Moen Technologies filed Claim No. 12444
asserting a claim for patent infringement against WorldCom for an
amount "believed in excess of $1,000,000."

Adam P. Strochak, Esq., at Weil, Gotshal & Manges, LLP, in New
York, points out that the Moen Claim does not identify any patent
allegedly infringed by the Debtors nor does it identify any
conduct, accused products, or even general business area or
technology of its claim.  In fact, the Moen Claim consists
entirely of the one-page Proof of Claim form.

According to Mr. Strochak, the Moen Claim fails to satisfy even
the most minimal threshold of disclosure to put the Debtors on
notice of the nature and facts underlying the Moen Claim.  The
claimed damages are improper and excessive.  The asserted $1
million sum is wholly speculative and unsupported, Mr. Strochak
says.

At the Debtors' request, Judge Gonzalez expunges and disallows the
Moen Claim.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532). On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts. The Bankruptcy Court confirmed WorldCom's Plan on October
31, 2003, and on April 20, 2004, the company formally emerged from
U.S. Chapter 11 protection as MCI, Inc. (Worldcom Bankruptcy News,
Issue No. 60; Bankruptcy Creditors' Service, Inc., 215/945-7000)


XPERIA CORP: Discloses $300,885 Equity Deficit for FY '04 1st Qtr.
------------------------------------------------------------------
Xperia Corp. reported its first quarter interim financial
statements and the Management's Discussion and Analysis for the 3-
month period ended June 30, 2004.

As of June 30, 2004, stockholder's deficit widened to $300,885
compared to a $298,422 deficit at March 31, 2004.

The Company has incurred losses and reports a cumulative
shareholders' deficit of $12,446,640 as of June 30, 2004.  There
can be no assurance that profitable operations will be attained or
that management will be successful in raising additional equity
capital for the Company.  Management continues to seek an
operating company as a merger partner for the Company, which would
provide a base of operations and additional capital.

All intercompany accounts and transactions have been eliminated on
consolidation.  The Company remained inactive throughout the year.
To date, the Company has not earned significant revenue.  The
Company's business strategy continues to involve seeking out and
evaluating potential acquisition opportunities.

                      Overall Performance

The Company is a non-operating business and remained inactive for
the twelve-month period ended March 31, 2004.  The Company
reported revenues of $7,944 in 2004 (2003: $2,877) representing
royalty revenues from its passive interest in the film "Beethoven
Lives Upstairs".  The Company continued to pursue acquisition
opportunities in order to become an operating company but was
unsuccessful in finalizing any such transaction.

Effective April 1, 2003, the Company adopted on a prospective
basis, the Canadian Institute of Chartered Accountants' -- CICA --
handbook Section 3870, Stock Based Compensation and Other Stock-
Based Payments, and began to expense the cost of all stock options
granted since April 1, 2003 using the fair value method.  This
method of accounting uses an option-pricing model to determine the
fair value of stock options granted and the amount is amortized
over the period in which the related option vests.

Proceeds arising from the exercise of the stock options are
credited to contributed surplus.  For all stock options granted
prior to April 1, 2003, the Company has not recorded any
compensation expense.

The Company follows the new recommendations of CICA with respect
to the computation of basic and diluted earnings (loss) per common
share.  Under the new standards, the treasury stock method is used
in determining the dilutive effect of options and warrants.  
Previously, the imputed earnings approach was used.  In each of
the twelve-month periods ended March 31, 2004 and March 31, 2003,
the calculation of diluted loss per share proved to be
antidilutive.

Xperia Corp. is a non-operating business with a passive interest
in a film property and its intent is to acquire a suitable
business venture and accordingly become an operating company.  The
consolidated financial statements of the Company include the
accounts of its inactive wholly owned subsidiaries, as follows:

   a. Internet Processing Corp., a Canadian company.

   b. Flying Disc Entertainment Limited, a Canadian company.


YELLOW ROADWAY: Moody's Puts Ba1 Rating on $500MM Credit Facility
-----------------------------------------------------------------
Moody's Investors Service assigned a (P)Ba1 rating to Yellow
Roadway Corporation's proposed $500 million, five-year unsecured
bank credit facility and confirmed the company's other ratings:

   * $525 million senior secured bank facility at Baa3;

   * senior implied at Ba1, and

   * senior unsecured at Ba2.

Moody's also changed the rating outlook to positive from stable.

Yellow Roadway is currently renegotiating its bank credit
agreement, and anticipates that the new facility will be
unsecured.  All of the company's existing rated debt benefits from
cross guarantees and the existing bank facilities are secured by a
lien on most of the assets of one of Yellow Roadway's
subsidiaries, Yellow Transportation, but share security in the
assets of another subsidiary, Roadway Express, with holders of
existing notes issued by that subsidiary.  

The company's existing senior convertible notes do not share in
the collateral package and their Ba2 rating reflects their
effective subordination to the banks and Roadway noteholders.  
Under the terms of the Roadway Express notes, the security
interest will fall away if the banks release collateral.  
Consequently, when the proposed new bank credit agreement becomes
effective, all of the existing borrowings of the Yellow Roadway
group will be unsecured and rank pari passu.  

Moody's will withdraw the Baa3 rating on the existing bank
facility when the new facility becomes effective and, assuming all
other conditions are as expected, could remove the notching
distinction on the rating of the company's senior convertible
notes and raise the rating to Ba1, equivalent to the company's
other unsecured obligations.  

As part of its refinancing, Yellow Roadway is also increasing its
Accounts Receivable facility (not rated) to $450 million and
extending the maturity.  Usage would be backed by certain of the
Yellow Transportation and Roadway Express accounts receivable, and
the facility provides additional liquidity.

The change in outlook to positive reflects Moody's expectations
that:

   (1) the financial results following the acquisition by Yellow
       Corp of Roadway to form Yellow Roadway will meet or exceed        
       initial projections;

   (2) the absence of meaningful integration difficulties or loss
       of customer volumes as often attends trucking industry
       mergers will continue;

   (3) debt reduction from free cash flow will be more rapid than
       originally anticipated, facilitated by continuation of a
       strong shipping environment over the near term;

   (4) the run-rate of merger synergies will be at the high end of
       initial estimates; and

   (5) effective management of two separate brand carriers
       (Roadway and Yellow) in the market can be continued.

The rating could be raised with:

   (1) at least $150 million of debt reduction from the FY 2003
       level from free cash flow;

   (2) continued efficient operations throughout the upcoming high
       shipping season, with evidence that an operating ratio no
       higher than 96% is sustainable;

   (3) ongoing operating performance such that Adjusted Debt to
       EBITDAR is lower than 2.0x, and Adjusted Retained Cash Flow
       to Adjusted Debt is greater than 25%, with evidence that
       these metrics can be maintained over time;

   (4) financial policies consistent with an investment grade
       profile (including strong alternative liquidity, a modest
       dividend or share repurchase program, and manageable
       scheduled debt maturities);
   
   (5) a program for conservative investment of capital
       expenditures and acquisitions that would not materially
       change the company's business or financial risk;

   (6) evidence that the merger synergies can be sustained at the
       upper end of the target range; and

   (7) no disruption in operations from any new services, such as
       the proposed next-day delivery service.

Yellow Roadway benefited considerably from the sharper than
expected economic recovery.  The company had indication of an
upturn somewhat earlier than other carriers because of its
exposure to manufacturing, and has already increased its earnings
guidance for full year results twice this year.

Also, Yellow Roadway has effectively managed the merger thus far.  
Programs to achieve merger synergies were implemented at the
corporate level, through IT consolidation, purchasing and
application of best practices of both carriers.  The company did
not implement any actions that could affect its customers or line
haul operations.  The company now expects synergies to be at the
high end of $40 to 50 million target with an $80 to 100 million
run rate by year-end, which we believe to be attainable.  
Relations with the Teamsters have remained cooperative.  Also,
there is no evidence of loss of revenue to other carriers, which
can occur in trucking mergers when shippers seek to avoid
concentration of their business at only one carrier.  This revenue
retention is due to the high demand for trucking services, but
also a somewhat lower than anticipated overlap between the Yellow
and Roadway customer base.  Operations have been sound and the
company has effectively managed the demand increase without adding
fixed costs.  Its next-day service, likely to be implemented later
in 2004, is not expected to require incremental capital as it will
use existing equipment and terminals.

Management continues to be committed to maintaining two separate
brands in the marketplace.  This is practical in the near term,
partly because of the high current demand in trucking, but also
because of the industry's poor record in integrating two similarly
sized truck operations.  Longer-term, it remains to be seen how a
full return on the capital costs of the merger could be achieved
without some further integration of operations, in Moody's view.
Also, Yellow Roadway anticipates achieving its publicly stated
debt reduction program by early 2005.  At that level of debt,
however, the capital structure would still be somewhat leveraged
given the cyclical, competitive and capital-intensive nature of
the trucking industry, in Moody's opinion.  Yellow Roadway's
ultimate capital structure will depend on the duration of the
economic expansion as well as the company's plans for investment
of what could be substantial cash flow.

The proposed $500 million Revolver is expected to mature in 2009,
and will replace the existing $525 Secured Credit Agreement.
Outstandings will be guaranteed by all material domestic
subsidiaries of Yellow Roadway.  Covenants will include:

     i) customary limitations on subsidiary debt, liens, and sale
        of assets;

    ii) minimum net worth;

   iii) minimum fixed charge coverage; and

    iv) maximum leverage (Debt to EBITDA).

The company will need to represent that no material adverse change
has occurred for each advance.  The revolver will include a
sublimit for Yellow Roadway's standby letter of credit
requirements, as the company plans to replace its existing letter
of credit facility with the new Revolver.  Letters of credit
outstanding are expected to be in the range of $250 million.

Rating assigned:

   * Yellow Roadway Corporation $500 million Bank Credit Facility
     due 2009 at (P)Ba1.

Ratings confirmed:

   * Roadway Corporation senior notes at Ba1;

   * Yellow Roadway Corporation senior secured bank agreement at
     Baa3;

   * Yellow Roadway senior implied at Ba1;

   * Yellow Roadway convertible notes and issuer rating at Ba2

Yellow Roadway Corporation owns four less than truckload trucking
companies, Yellow Freight, Roadway Express, New Penn and Reimer.
Yellow Roadway Corporation is based in Overland Park, Kansas.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  
                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
Airgate PCS Inc.        CSA        (378)         291       13
Akamai Technologies     AKAM       (175)         279      140  
Alliance Imaging        AIQ         (68)         628       20
Amazon.com              AMZN     (1,036)       2,162      568  
Blount International    BLT        (397)         400       83
Cell Therapeutic        CTIC        (83)         146       72
Centennial Comm         CYCL       (579)       1,447      (99)  
Choice Hotels           CHH        (118)         267      (42)  
Cincinnati Bell         CBB        (640)       2,074      (47)
Compass Minerals        CMP        (144)         687      106
Cubist Pharmacy         CBST        (18)         223       91
Delta Air Lines         DAL        (384)      26,356   (1,657)
Deluxe Corp             DLX        (298)         563     (309)  
Denny's Corporation     DNYY       (313)         507     (160)
Domino Pizza            DPZ        (718)         448       (1)
Echostar Comm           DISH     (1,033)       7,585    1,601  
Graftech International  GTI         (97)         967       94  
Hawaian Holdings        HA         (143)         256     (114)    
Idenix Pharm            IDIX        (28)          67       30
Imax Corporation        IMAX        (52)         250       47  
Kinetic Concepts        KCI        (246)         665      228  
Lodgenet Entertainment  LNET       (129)         283       (6)
Lucent Tech. Inc.       LU       (3,371)      15,765    2,818
Maxxam Inc.             MXM        (602)       1,061      127
Memberworks Inc.        MBRS        (20)         249       89
Millennium Chem.        MCH         (46)       2,398      637  
McDermott Int'l         MDR        (363)       1,249      (24)
McMoRan Exploration     MMR         (54)         169       83
Northwest Airlines      NWAC     (1,775)      14,154     (297)  
Nextel Partner          NXTP        (13)       1,889      277  
ON Semiconductor        ONNN       (499)       1,161      213  
Per-se Tech. Inc.       PSTI        (18)         172       41        
Pinnacle Airline        PNCL        (48)         128       13
Rightnow Tech.          RNOW        (13)          29       (9)
Sepracor Inc            SEPR       (619)       1,020      256  
St. John Knits Int'l    SJKI        (65)         234       69
UST Inc.                UST        (115)       1,726      727  
Vector Group Ltd.       VGR          (3)         628      142
WR Grace & Co.          GRA        (184)       2,874      658
Western Wireless        WWCA       (225)       2,522       15

                           *********

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

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

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

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
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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
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herein is obtained from sources believed to be reliable, but is
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The TCR subscription rate is $675 for 6 months delivered via e-
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for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***