TCR_Public/040906.mbx      T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, September 6, 2004, Vol. 8, No. 190

                          Headlines

ADELPHIA BUSINESS: Wins Post Newsweek Station Contract
ADELPHIA COMMS: Asks Court to Extend Deadline to Remove Actions
ADELPHIA COMMUNICATIONS: Wants More Time to Decide on Leases
AK STEEL: Appoints Anthony C. Perry Purchasing Director
AMERIDEBT: Wants to Hire Bryan Cave as Special Counsel

AQUILA INC: Debt Restructuring Won't Affect Fitch's B- Rating
BANC OF AMERICA: Fitch Puts Low-B Ratings on Classes 2-B-4 & 2-B-5
BRIDGEPORT HOLDINGS: Plan Voting Deadline is Thurs., Sept. 9
CABLEVISION SA: Section 304 Petition Summary
COVANTA: District Court Allows Sempra to Withdraw Covanta Claim

DIAMOND BRANDS: Resolves IRS' $39.7 Million Claim for $7 Million
DIGITAL LIGHTWAVE: Transfers Securities Trading to Nasdaq Smallcap
ENRON: IPG Supports Extending Examiner's Term After Emergence
FACTORY 2-U: Completes Asset Sale to Factory 2-U Acquisition
FARMLAND DAIRIES: Wants to Employ Pederson & Webb as Executives

FEDERAL-MOGUL: Honda Chooses Sparta Facility as Benchmark Site
FIRST UNION: S&P Raises Double-B Ratings & Affirms Single-B
FOSTER WHEELER: Equity-for-Debt Swap Minimum Threshold is Waived
GADZOOKS INC: Reports August Same Store Sales Increase of 17.3%
HALLIBURTON: Provides Update on Nigerian Project Investigation

HAWAIIAN AIRLINES: Sets New Record for On-Time Flights in July
HAYES LEMMERZ: 5 Directors Disclose Acquisition of Hayes Shares
HRI-OILFIELD LP: Case Summary & 66 Largest Unsecured Creditors
HVC LIZARD CHOCOLATE: Case Summary & Largest Unsecured Creditors
I2 TECHNOLOGIES: Names Michael Diament to Board of Directors

IMPATH: Securities Claimants' Proofs of Claim Must be in by Wed.
INSIGHT MIDWEST: S&P Cuts $1.975B Facility Rating to BB
INTEGRATED ELECTRICAL: Gets Default Notice From Trustee
JEUNIQUE INT'L: Wants to Employ White Nelson as Accountants
KEY ENERGY: Lenders Agree to Wait Until Dec. 31 for Financials

KINETICS GROUP: Moody's Reviewing Single-B & Junk Ratings
KMART HOLDING: To Get 30% of Sears Sales Proceeds on Sept. 30
MICROFINANCIAL INC: Repays $5.6 Million of Outstanding Bank Debt
MIRANT NEW YORK: Court Approves Ramapo Settlement Agreement
NATIONAL CENTURY: JPMorgan Appeals Order Allowing Rule 2004 Exam

NET PERCEPTIONS: Nasdaq Delisted Shares on Sept. 3
NEW WORLD: Brings-In Kirkland & Ellis as Bankruptcy Co-Counsel
NEW WORLD: U.S. Trustee Objects to Success Fee for Jeffries & Co.
NORTHWESTERN CORP: Commences Resolicitation of Amended Reorg. Plan
NRG ENERGY: Court OKs Nelson Asset Sale to Invenergy for $19.5MM

NVR INC: Moody's Raises Low-B Ratings to Lower Medium Grade
OWENS CORNING: Court Approves Comm.'s Limited Retention of NERA
OWENS CORNING: Michael Pope Wants Advisors to Disgorge Fees
PARTITIONS PLUS: Case Summary & 20 Largest Unsecured Creditors
PAYLESS SHOESOURCE: S&P Lowers Credit Rating One Notch to BB-

PEGASUS COMMUNICATIONS: Appeals Nasdaq Delisting Notice
PENN TRAFFIC: Selling New York Properties for $33.3 Million
PENN TRAFFIC: Selling Pennsylvania Properties for $17.8 Million
PG&E NATIONAL: Wants Court OK on Project Cos.' Claims Settlement
QUESTERRE ENERGY: Terrenex Reports on CCAA Plan's Liquidity Option

QUIGLEY COMPANY: Looks to Chapter 11 to Resolve Asbestos Liability
QUIGLEY COMPANY: Case Summary & 20 Largest Unsecured Creditors
RCN CORP: Management Estimates Liquidation Value at $646,100,000
RYLAND: Moody's Affirms Low-B Ratings & Raises Sr. Implied to Baa3
SK GLOBAL: Confirmation Objections Must be Filed by Wednesday

SK GLOBAL AMERICA: Creditors' Ballots Must be in by Wednesday
SPHERION: Moody's Withdraws Single-B Ratings Following Redemption
SOLUTIA INC: Court Approves Joint Prosecution/Defense Agreement
TALCOTT NOTCH: S&P Affirms BB- Rating on Class A-4 Notes
TECHNEGLAS INC: Files for Chapter 11 Protection in S.D. Ohio

TECHNEGLAS INC: Case Summary & 43 Largest Unsecured Creditors
US AIRWAYS: James Schear Returns as New Restructuring VP
WORLD ACCESS: Liquidation Plan Objection Deadline is Sept. 13
WORLDCOM INC: Settles Fishel Company's $1.3 Million Claim

* G. Moran Leads Expansion of Alvarez & Marsal's New York Practice
* Kamakura Reports U.S. Corporate Credit Quality Declines in Aug.
* Win a New Car Donated to Charity by AlixPartners & Questor

* BOND PRICING: For the week of September 6 - September 10, 2004

                          *********


ADELPHIA BUSINESS: Wins Post Newsweek Station Contract
------------------------------------------------------
TelCove, formerly known as Adelphia Business Solutions, Inc., won
the opportunity for the next five years to provide 10 Meg
Intercity Ethernet services that connect several television
stations owned by Post Newsweek Stations, the broadcasting arm of
The Washington Post Company.  The contract was awarded to TelCove
over the incumbent provider, which was unable to match TelCove's
cost-effective solution.

Post Newsweek Stations was interested in centralizing services for
five of its stations:

   * WDIV TV-4 and KRPC TV-2, NBC affiliates in Detroit, Michigan,
     and Houston, Texas;

   * WPLG TV-10, an ABC affiliate in Miami, Florida;

   * WKMG TV-6, a CBS affiliate in Orlando, Florida; and

   * WJXT TV-4, an independent station in Jacksonville, Florida.

The broadcasting company expects to launch new software that will
enable all of the television stations to share resources that will
allow for the transporting of data, video, and proprietary
software for scheduling commercials, invoicing for commercials,
and exchanging television shows.

TelCove's Ethernet product provides expandable capabilities that
would allow for the centralization and sharing of those
communications and other services among all five stations.  
Connecting the TV stations via TelCove's premium network allows
them to use one provider and one network for their services,
another determining factor in the awarding of the contract to
TelCove.

An additional benefit Post Newsweek Station will realize with
TelCove's Ethernet product is scalable bandwidth, so that the
stations can increase their requirements at a moment's notice,
eliminating weeks or even months for the installation of
additional hardware or waiting on answers to requests for
additional capital to meet growth.  Since all five stations are on
TelCove's network, the Ethernet services also fall under TelCove's
100% Service Level Agreement, assuring 100% network availability
or compensation for any downtime.

Other factors that weighed heavily in Post Newsweek Station
choosing TelCove were the full solutions portfolio TelCove offers
including its Internet, Data, and Voice services, its extensive
infrastructure, and its ability to provide managed and unmanaged
disaster recovery services.

"I'm very pleased and excited to establish a large cost effective
WAN for our broadcast operations," said Marcus Williams, vice
president and chief engineer for WDIV/TV-4, a Post Newsweek
Station.  "Our first projects will include centralized accounting
and traffic systems.  In the near future, we have the option to
add e-mail, news content, and graphics.  The large bandwidth
allows Post Newsweek Station to install disaster recovery sites
within its network of televisions."

"TelCove's Ethernet services are the perfect solution for the
secure and cost-effective transporting of all of the stations'
large, high resolution files," said Ed Gallagher, TelCove's
regional vice president.  "As always, we will support Post
Newsweek Station with the customer service we are so well-known
for; from our experienced engineers and technicians to the account
team that prides itself on understanding the customer's business
communications needs now and staying on top of its future
requirements."

Headquartered in Coudersport, Pa., Adelphia Business Solutions,
Inc., now known as TelCove -- http://telcove.com/-- is a leading  
provider of facilities-based integrated communications services to
businesses, governmental customers, educational end users and
other communications services providers throughout the United
States.  The Company filed for Chapter 11 protection on March 27,
2002 (Bankr. S.D.N.Y. Case No. 02-11389) and emerged under a
chapter 11 plan on April 7, 2004.  Judy G.Z. Liu, Esq., at Weil,
Gotshal & Manges LLP represents the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $2,126,334,000 in assets and $1,654,343,000
in debts.  The Company emerged from bankruptcy on April 7, 2004.


ADELPHIA COMMS: Asks Court to Extend Deadline to Remove Actions
---------------------------------------------------------------
Shelley C. Chapman, Esq., at Willkie Farr & Gallagher, in New
York, relates that since February 25, 2004, Adelphia
Communications Corp. and its debtor-affiliates have undertaken a
dual track emergence strategy by pursuing a reorganization plan as
well as a marketing effort and sale process.  In connection with
the sale process, the ACOM Debtors employed Sullivan & Cromwell,
LLP, as special mergers and acquisition counsel.  The ACOM Debtors
are also in the process of retaining UBS Securities, LLC, and
Allen & Company as financial advisors.  On August 9, 2004, the
ACOM Debtors announced a preliminary timetable for the sale
process.

With still several hundred pending civil actions and proceedings,
Ms. Chapman tells the U.S. Bankruptcy Court for the Southern
District of New York that an extension of the ACOM Debtors'
deadline to file notices of removal of the State Court Actions may
be necessary to give the Debtors more time to review the State
Court Actions.

Pursuant to Rule 9027(a) of the Federal Rules of Bankruptcy
Procedure, the ACOM Debtors ask the Court to extend their Removal
Deadline until the later of:

   (a) March 21, 2005; or

   (b) 30 days after entry of an order terminating the automatic
       stay with respect to a particular action sought to be
       removed.

Ms. Chapman explains that the extension would afford the ACOM
Debtors the opportunity to make fully informed decisions on the
removal of State Court Actions without prematurely waiving the
automatic stay.  The extension would also ensure that the Debtors
do not forfeit valuable rights under 28 U.S.C. Section 1452.

Ms. Chapman assures the Court that the rights of the ACOM Debtors'
adversaries would not be prejudiced by the extension.  Any party
to a State Court Action that may ultimately be removed may seek to
have it remanded to the state court pursuant to 28 U.S.C. Section
1452(b).

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729. Willkie Farr & Gallagher
represents the ACOM Debtors. (Adelphia Bankruptcy News, Issue No.
68; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADELPHIA COMMUNICATIONS: Wants More Time to Decide on Leases
------------------------------------------------------------
Adelphia Communications Corporation and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Southern District of New York to
further extend their deadline to assume or reject all unexpired
non-residential real property leases until December 13, 2004.

Shelley C. Chapman, Esq., at Willkie Farr & Gallagher, in New
York, explains that much work still remains to be done before the
ACOM Debtors can either emerge from Chapter 11 as a stand-alone
entity or complete a sale process.   Requiring the ACOM Debtors to
make significant lease decisions now would be impractical.

Ms. Chapman assures the Court that the extension would not
prejudice the lessors because:

   -- the ACOM Debtors are substantially current on their
      prepetition rent obligations under the unexpired leases;

   -- the Debtors intend to continue to perform timely all of
      their obligations under the unexpired leases; and

   -- in all instances, the individual lessor may, for cause
      shown, ask the Court to fix an earlier date by which the
      Debtors must assume or reject an unexpired lease.

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729. Willkie Farr & Gallagher
represents the ACOM Debtors. (Adelphia Bankruptcy News, Issue No.
68; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AK STEEL: Appoints Anthony C. Perry Purchasing Director
-------------------------------------------------------
AK Steel (NYSE: AKS) named Anthony C. Perry to the new post of
director of purchasing.  Mr. Perry joined AK Steel in June as
manager of cokemaking for the company's Middletown Works.  In his
new post, he will report to John F. Kaloski, vice president,
operations, who gains the additional responsibility for the
corporation's purchasing and transportation functions.

"Tony Perry is an outstanding addition to the AK Steel management
team, and his breadth of steel industry knowledge and experience
will serve our company well," said James. L. Wainscott, president
and CEO of AK Steel.  "Tony's working relationships with the
supplier community and his strong leadership skills position him
well to lead our purchasing organization and the development of
long-term procurement strategies," Mr. Wainscott said.

Mr. Perry joined AK Steel following 34 years of service with U.S.
Steel Corporation.  In addition to his corporate and plant-level
purchasing experience, Mr. Perry has extensive management
experience in operations, environmental controls and maintenance.  
Mr. Perry holds a Bachelor of Science degree from Bluefield State
College in West Virginia.

Headquartered in Middletown, Ohio, AK Steel produces flat-rolled
carbon, stainless and electrical steel products for automotive,
appliance, construction and manufacturing markets, as well as
tubular steel products.

                         *     *     *

As reported in the Troubled Company Reporter on July 23, 2004,
Standard & Poor's Ratings Services revised its outlook on
integrated steel producer AK Steel Corp. to stable from negative.

Standard & Poor's also affirmed its 'B+' corporate credit and
senior unsecured debt ratings on the company and its parent, AK
Steel Holding Corp. The Middleton, Ohio-based company has about
$1.3 billion in total debt.

"The outlook revision reflects the expectation that improved steel
industry conditions will remain sustainable well into 2005, which,
together with management actions to reduce financial risk, have
somewhat reduced pressures on the company as it seeks to
renegotiate with its large unions," said Standard & Poor's credit
analyst Paul Vastola.  Although Standard & Poor's remains
concerned that union issues are still in flux at AK Steel, these
improvements have reduced the likelihood that management could be
pressured to take more drastic actions to close a gap with its
peers, most of whom have substantially improved their financial
profiles by shedding onerous legacy liabilities in bankruptcy.

The ratings on AK Steel reflect its challenged business position
due to:

   * its relatively small and high-cost position as an integrated
     steelmaker;

   * its limited diversity and high exposure to the automotive
     market;

   * its challenge to offset rapidly escalating input costs under
     its fixed-price contracts; and

   * burdensome legacy costs.

These factors overshadow the company's good position in its
markets, its high concentration of value-added products and its
fair liquidity.


AMERIDEBT: Wants to Hire Bryan Cave as Special Counsel
------------------------------------------------------
AmeriDebt, Inc., asks the U.S. Bankruptcy Court for District of
Maryland, for permission to continue employing Bryan Cave, LLP, as
its special litigation counsel in its chapter 11 proceeding.

The Debtor tells the Court that Bryan Cave has been representing
it in various lawsuits in Missouri before the filing of this case.  
As such, the Firm is well-versed in the affairs of the Debtor and
can represent it efficiently.

The attorneys who will provide professional services to the Debtor
and their present hourly rates are:

       Professional          Rate
       -----------           ----
       Edward L. Dowd, Jr.   495
       James F. Bennett      325
       Robert F. Epperson    280
       John J. Sardar        230

Bryan Cave does not have any interest adverse to the Debtor or its
estate.

Headquartered in Germantown, Maryland, AmeriDebt, Inc.
-- http://ameridebt.org/-- is a credit counseling company. The  
Company filed for chapter 11 protection (Bankr. D. Md. Case No.
04-23649) on June 5, 2004.  Stephen W. Nichols, Esq., at
Deckelbaum Ogens & Raftery, Chartered, represents the Company in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $8,387,748 in assets and $12,362,695
in liabilities.


AQUILA INC: Debt Restructuring Won't Affect Fitch's B- Rating
-------------------------------------------------------------
The recent announcement by Aquila, Inc., that the company intends
to retire its existing $430 million secured facility, rated 'B+',
and enter into two new unsecured, working capital facilities
totaling $300 million has no near-term effect on Aquila's existing
'B-' senior unsecured rating.  The Rating Outlook for Aquila is
currently Stable.  

This transaction, in combination with the company's recent
convertible and equity issuances plus cash on hand, is expected to
reduce Aquila's aggregate debt outstanding by approximately
$230 million.  Once completed, Fitch notes that the two new
unsecured credit facilities, a $200 million term loan and a
$100 million revolving credit facility, both with final maturities
in 2009, would be rated 'B-' in line with Aquila's existing
unsecured debt.

For further discussion of ILA's current rating and Rating Outlook,
see the Fitch press release 'Fitch Rates Aquila's PIES 'B-',
Affirms Existing Ratings & Revises Outlook to Stable,' dated
Aug. 19, 2004, available on the Fitch Ratings web site at
http://www.fitchratings.com/


BANC OF AMERICA: Fitch Puts Low-B Ratings on Classes 2-B-4 & 2-B-5
------------------------------------------------------------------
Banc of America Funding Corporation mortgage pass-through
certificates, series 2004-2, are rated by Fitch Ratings as
follows:

   Group 1 certificates:

      -- $115,506,399 classes 1-CB-1, 1-CB-R, 1-CB-PO, and 1-CB-
         IO, 'AAA' ('Group 1 senior certificates');

      -- $1,479,000 class 1-B-2, 'A';

      -- $863,000 class 1-B-3, 'BBB'.

   Group 2 certificates:

      -- $134,097,020 classes 2-A-1, 2-A-IO, and 2-A-R, 'AAA';
         ('Group 2 senior certificates')

      -- $2,947,000 class 2-B-1, 'AA';

      -- $561,000 class 2-B-2, 'A';

      -- $421,000 class 2-B-3, 'BBB';

      -- $281,000 class 2-B-4, 'BB';

      -- $140,000 class 2-B-5, 'B'.

   Group 3 certificates:

      -- $399,721,060 classes 3-A-1 through 3-A-17, 3-A-IO,
         3-A-R1, 3-A-R2, and 3-A-R3, 'AAA' ('Group 3 senior
         certificates').

   Groups 1 through 3 certificates:

      -- $6,766,826 class 30-PO, 'AAA' (consisting of classes
         1-30-PO, 2-30-PO, and 3-30-PO components).

The 'AAA' rating on the group 1 senior certificates reflects the
6.25% subordination provided by:

   * the 2.65% class 1-B-1,
   * the 1.20% class 1-B-2,
   * the 0.70% class 1-B-3,
   * the 0.75% privately offered class 1-B-4,
   * the 0.55% privately offered class 1-B-5, and
   * the 0.40% privately offered class 1-B-6.

Classes 1-B-2 and 1-B-3 are rated 'A' and 'BBB', respectively,
based on their respective subordination.  Classes 1-B-1, 1-B-4, 1-
B-5, and 1-B-6 are not rated by Fitch.

The 'AAA' rating on the group 2 senior certificates reflects the
3.25% subordination provided by:

   * the 2.10% class 2-B-1,
   * the 0.40% class 2-B-2,
   * the 0.30% class 2-B-3,
   * the 0.20% privately offered class 2-B-4,
   * the 0.10% privately offered class 2-B-5, and
   * the 0.15% privately offered class 2-B-6.

Classes 2-B-1, 2-B-2, 2-B-3, and the privately offered classes 2-
B-4 and 2-B-5 are rated 'AA', 'A', 'BBB', 'BB', and 'B',
respectively, based on their respective subordination.  The class
2-B-6 certificates are not rated by Fitch.

The 'AAA' rating on the group 3 senior certificates reflects the
2.90% subordination provided by:

   * the 1.70% class 3-B-1,
   * the 0.45% class 3-B-2,
   * the 0.30% class 3-B-3,
   * the 0.20% privately offered class 3-B-4,
   * the 0.15% privately offered class 3-B-5, and
   * the 0.10% privately offered class 3-B-6.

lasses 3-B-1 through 3-B-6 are not rated by Fitch.

Fitch believes the amount of credit enhancement will be sufficient
to cover credit losses.  The ratings also reflect:

     (i) the high quality of the underlying collateral purchased
         by Banc of America Funding Corporation;

    (ii) the integrity of the legal and financial structures; and

   (iii) the servicing capabilities of:

         a. Wells Fargo Home Mortgage, Inc. (WFHM) (rated 'RPS1'
            by Fitch);

         b. CitiMortgage, Inc. (rated 'RPS1' by Fitch);

         c. National City Mortgage, Co. (rated 'RPS3+' by Fitch);
            and

         d. Washington Mutual Bank, FA (rated 'RPS2+' by Fitch).

The trust is comprised of three loan groups of conventional,
fixed-rate mortgage loans that are secured by first liens on one-
to four-family residential properties.  The three loan groups
respectively collateralize the three bond groups.  The class 30-PO
consists of three separate components for distribution purposes
that are not severable.  The class 1-CB-PO represents the right to
receive a portion of principal received with respect to the
mortgage loans in loan group 1 only.

Loan group 1 consists of 751 mortgage loans that have original
terms to maturity of approximately 30 years.  The aggregate unpaid
principal balance of the pool is $123,228,549 as of August 1, 2004
(the cut-off date), and the average principal balance is $164,086.
The weighted average original loan-to-value ratio -- OLTV -- of
the loan pool is approximately 66.45%; approximately 7.85% of the
mortgage loans have an OLTV greater than 80%.  The weighted
average coupon of the mortgage loans is 6.116% and the weighted
average FICO score is 727.  Cash-out and rate/term refinance loans
represent 37.44% and 27.35% of the loan pool, respectively.  The
states that represent the largest geographic concentration of
mortgaged properties are:

   * California (31.37%),
   * Massachusetts (13.29%),
   * Illinois (5.27%), and
   * Florida (5.18%).

All other states represent less than 5% of the outstanding balance
of the pool.

Loan group 2 consists of 323 seasoned mortgage loans that have
original terms to maturity of approximately 10 to 30 years.  The
aggregate unpaid principal balance of the pool is $140,333,542 as
of cut-off date, and the average principal balance is $434,469.  
The weighted average original loan-to-value ratio (OLTV) of the
loan pool is approximately 67.01%; approximately 1.34% of the
mortgage loans have an OLTV greater than 80%.  The weighted
average coupon of the mortgage loans is 6.832% and the weighted
average FICO score is 734.  On a weighted average basis, the pool
is aged 32 months since origination.  Cash-out and rate/term
refinance loans represent 20.43% and 43.55% of the loan pool,
respectively.  The states that represent the largest geographic
concentration of mortgaged properties are:

   * California (43.72%),
   * Texas (9.46%),
   * Florida (8.51%), and
   * Virginia (5.15%).

All other states represent less than 5% of the outstanding balance
of the pool.

Loan group 3 consists of 754 mortgage loans that have original
terms to maturity of approximately 20 and 30 years.  The aggregate
unpaid principal balance of the pool is $416,882,541 as of cut-off
date, and the average principal balance is $552,895.  The weighted
average original loan-to-value ratio of the loan pool is
approximately 63.24%; approximately 3.77% of the mortgage loans
have an OLTV greater than 80%.  The weighted average coupon of the
mortgage loans is 5.895% and the weighted average FICO score is
730.  Cash-out and rate/term refinance loans represent 13.42% and
54.83% of the loan pool, respectively.  The states that represent
the largest geographic concentration of mortgaged properties are
California (48.51%) and Texas (6.61%).

All other states represent less than 5% of the outstanding balance
of the pool.

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/

Banc of America Funding, a special purpose corporation, purchased
the mortgage loans from various sellers and deposited the loans in
the trust, which issued the certificates, representing undivided
beneficial ownership in the trust.  Wells Fargo Bank, N.A. will
serve as master servicer and securities administrator.  Wachovia
Bank, N.A. will serve as trustee.  Elections will be made to treat
the trust as separate real estate mortgage investment conduits for
federal income tax purposes.


BRIDGEPORT HOLDINGS: Plan Voting Deadline is Thurs., Sept. 9
------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
approved the Disclosure Statement explaining Bridgeport Holdings
Inc. and its debtor-affiliates' First Amended Plan of Distribution
submitted by the Official Committee of Unsecured Creditors.

Creditors' ballots, voting to accept or reject the plan, must be
received on September 9 at 4:00 p.m. by:

      Bankruptcy Services, LLC
      757 Third Avenue, Third Floor
      New York, New York 10017
      Attn: Bridgeport Holdings Inc. Balloting Center

The Honorable Peter J. Walsh will convene a Plan Confirmation
Hearing on Sept. 20, 2004, at 9:30 a.m., in Wilmington.

Objections to confirmation of the Plan must be in writing and
filed with:
      
      Clerk of the Bankruptcy Court
      824 Market Street, 3rd Floor
      Wilmington, Delaware 19801

together with proof of service and must:

   (a) state the name and address of the objecting party and the
       amount of its claim or the nature of its interest in the
       Debtors' chapter 11 case,

   (b) state with particularity the provision/s of the Plan
       objected to and, for any objection asserted, the legal and
       factual basis for such objection,

   (c) provide proposed language to remedy the objection and

   (d) be served on:

       Counsel for the Debtors:

         Brendan Linehan Shannon, Esq.
         Young Conaway Stargatt & Taylor, LLP
         The Brandywine Building
         1000 West Street, 17th Floor
         P.O. Box 391
         Wilmington, Delaware 19899-0391
      
              - and -

         Robert T. Schmidt, Esq.
         Kramer Levin Naftalis & Frankel
         919 Third Avenue
         New York, New York 10022      

       Counsel for the Committee of Unsecured Creditors:

         Williams H. Sudell, Esq.
         Daniel B. Butz, Esq.
         Morris Nichols Arsht & Tunnell
         1201 Market Street, Suite 1501
         Wilmington, Delaware 19899-1347

       Office of the United States Trustee:

         David M. Klauder, Esq.
         844 King Street, Suite 2207
         Wilmington, Delaware 19801

Copies of the Plan and Disclosure Statement have been filed with
the Bankruptcy Court and may be obtained at
http://www.deb.uscourts.gov/and by parties in interest upon  
written request to:

         Daniel B. Butz
         Morris, Nichols, Arsht & Tunnell
         1201 North Market Street
         P.O. Box 1347
         Wilmington, Delaware 19899-1347

Bridgeport Holdings Inc. filed for chapter 11 protection on
September 10, 2003 (Bankr. Del. Case No. 03-12825).  The Debtors'
lawyers are Brendan Linehan Shannon, Esq. and Matthew Barry Lunn,
Esq. of Young, Conaway, Stargatt & Taylor.


CABLEVISION SA: Section 304 Petition Summary
--------------------------------------------
Petitioner: Board of Directors of the Debtor

Debtor: Cablevision SA
        Cuba 2370
        C1428AEL
        Buenos Aires
        Argentina

Case No.: 04-15697

Type of Business: The Debtor provides cable television and
                  internet access services throughout
                  Argentina.

Section 304 Petition Date: September 1, 2004

Court: Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Petitioner's Counsel: Madlyn Gleich Primoff, Esq.
                      Clifford Chance US LLP
                      31 West 52 Street
                      New York, NY 10019
                      Tel: 212-878-8187
                      Fax: 212-878-8375

Estimated Assets: $10 Million to $100 Million

Estimated Debts:  $10 Million to $100 Million


COVANTA: District Court Allows Sempra to Withdraw Covanta Claim
---------------------------------------------------------------
In August 2002, Sempra Energy Trading Corp. filed Claim No. 2220
asserting a contingent and unliquidated claim against Debtor
Ogden New York Services, Inc.  The Claim arises out of a power
sales agreement between the parties.

In a rider attached to the Claim, Sempra alleged that Covanta's
Chapter 11 petition constituted an event of default under the
Power Sales Agreement and that Sempra was exercising its rights to
terminate the Agreement.  The rider asserted that Sempra was
"filing this proof of claim as a protective proof of claim in a
contingent, unliquidated amount because Covanta has challenged
Sempra's termination of the Power Sales Agreement notwithstanding
the fact that it is a forward contract not subject to the
automatic stay provisions of the Bankruptcy Code. . . ."

In August 2003, Covanta Union, Inc., commenced an adversary
proceeding against Sempra arising out the Power Sales Agreement.  
Covanta Union alleged that Sempra made impermissible offsets
against amounts owed to Covanta for power delivered.  Covanta
Union sought to recover $713,017 in damages for Sempra's breach of
contract and breach of guarantee.  Covanta Union asserted that the
Bankruptcy Court maintained jurisdiction over the adjudication of
its complaint.

Sempra denied Covanta Union's allegations and argued that the
Complaint involved a non-core proceeding and that the reference to
the Bankruptcy Court should be withdrawn pursuant to 28 U.S.C.
Section 157(d).  Sempra also demanded a jury trial.

Ogden filed a request in its bankruptcy case to transfer Sempra's
Claim to Covanta Union's proceeding.  As a result, even though
Sempra filed the Claim only in the Ogden case, Covanta Union may
take the position that the Claim may only be withdrawn pursuant to
a motion.

In September 2003, Sempra asked the Bankruptcy Court for
permission to withdraw its Claim, without prejudice, to preserve
its right to a jury trial in the Adversary Proceeding.  Sempra's
counsel, Eric Snyder at Siller Wilk, in New York, argued that the
withdrawal of the Claim would not substantially prejudice Covanta
Union because:

   (a) the Claim was filed one year before Covanta Union
       responded in any way to the filing of the Claim.;

   (b) Sempra seeks to withdraw the Claim by motion well in
       advance of trial or adjudication of the Claim;

   (c) Covanta Union extended neither the time nor money in
       connection with the Claim;

   (d) there is no proof that any of Covanta Union's legal
       rights are threatened or that the withdrawal of the Claim
       affects Covanta Union's ability to prosecute its claims
       against Sempra or the administration of its Chapter 11
       estate; and

   (e) legal prejudice does not result merely because Covanta
       might have to try the Adversary Proceeding in front of an
       jury rather than to the Bankruptcy Court.

Mr. Snyder pointed out that pursuant to the Second Circuit's
decision in Germain v. Connecticut National Bank, 988 F.2d 1323
(2d Cir. 1993), the filing of the Claim, by itself, does not act
as a waiver of Sempra's right to seek a jury trial in the
Adversary Proceeding.

Sempra also filed a request to withdraw reference to the
Bankruptcy Court.  The request remains pending before the U.S.
District Court for the Southern District of New York.  Covanta
Union has not yet filed a response and the request is not fully
briefed.

             Bankruptcy Court Denies Sempra's Request

Covanta Union opposed Sempra's request, contending that by filing
the Claim, Sempra waived its right to have a jury resolve their
dispute.  Vincent E. Lazar, Esq., at Jenner & Block, in Chicago,
Illinois, argued that:

   -- Sempra is not entitled to withdraw the Claim because    
      withdrawal will not revive Sempra's waived right to a jury
      trial due to its filing of the Claim;

   -- Sempra's voluntary waiver of its right to a jury trial is
      irrevocable;

   -- Withdrawal of the Claim is not appropriate.  Sempra waited
      12 months to file its withdrawal request.  The Claim is
      also subject to a dispute.  Moreover, both the Claim and
      the Adversary Proceeding pertain to the claims resolution
      process and directly involve the administration of Covanta
      Union's estate.

At Covanta Union's request, Judge Blackshear denies Sempra's
request.

                      Sempra Takes an Appeal

In November 2003, Sempra took Judge Blackshear's decision to the
District Court for review.  District Judge John G. Koeltl presided
over the case.

                 District Court Reverses Decision

In determining whether a proof of claim can be withdrawn without
prejudice, Judge Koeltl considered the factors used in Zagano v.
Fordham Univ., 900 F.2d 12,14 (2nd Cir. 1990):

   1. The plaintiff's diligence in bringing the motion;

   2. Any undue vexatiousness on plaintiff's part;

   3. The extent to which suit has progressed, including the
      defendant's efforts and expense in preparation for trial;

   4. The duplicative expense of relitigation; and

   5. The adequacy of plaintiff's explanation for the need to
      dismiss.

Accordingly, Judge Koeltl finds that the Bankruptcy Court erred as
a matter of law and abused its discretion in applying the Zagano
factors and in denying Sempra's request.  While Sempra waited over
a year before filing a request to withdraw the Claim, Judge Koeltl
notes that Covanta Union did not attempt to explain how the delay
prejudiced it in any way.  Judge Koeltl rules that withdrawal of
Sempra's Claim will not affect Covanta Union's ability to pursue
the claims asserted in the Adversary Proceeding.  Even if Covanta
Union is ultimately required to try those claims before a jury,
that possibility does not constitute legal prejudice.

Rather than attempting to show any prejudice, Judge Koeltl
observes that Covanta Union continued to argue that Sempra
irrevocably waived its right to a jury trial and, thus, has no
reason for withdrawing the Claim.

Judge Koeltl points out that it is not clear whether Sempra
irrevocably waived any right to a jury trial and if the Claim has
implicated Covanta Union's claims allowance process or could
affect the hierarchy of creditor claims.  The Claim, according to
its terms, was "protective" in nature and does not on its face
assert a right to participate in the distribution of the Debtor's
estate.  It is also not clear if the Claim necessarily converted
Covanta Union's Complaint -- which seeks damages based on an
alleged breach of contract and breach of guarantee -- into an
equitable dispute.  Under the circumstances, Judge Koeltl finds
that Sempra has a non-frivolous argument that withdrawing its
Claim could preserve its right to a jury trial in the Adversary
Proceeding.

Judge Koeltl also makes it clear that he need not decide and is
not deciding whether Sempra will be able to preserve any right to
a jury trial by withdrawing the Claim.  However, Judge Koeltl
says, Sempra has a legitimate interest in seeking the withdrawal
of its Seventh Amendment right, even if it is ultimately
determined that the right has been forfeited.

Pursuant to Rule 3006 of the Federal Rules of Bankruptcy
Procedure, Judge Koeltl reverses the Bankruptcy Court's decision
and permits Sempra to withdraw its Claim without prejudice.  The
case is remanded for further proceeding.

Headquartered in Fairfield, New Jersey, Covanta Energy Corporation
-- http://www.covantaenergy.com/-- is a publicly traded holding  
company whose subsidiaries develop, own or operate power
generation facilities and water and wastewater facilities in the
United States and abroad. The Company filed for Chapter 11
protection on April 1, 2002 (Bankr. S.D.N.Y. Case No. 02-40826).  
Deborah M. Buell, Esq., and James L. Bromley, Esq., at Cleary,
Gottlieb, Steen & Hamilton represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
its creditors, they listed $3,280,378,000 in assets and
$3,031,462,000 in liabilities. (Covanta Bankruptcy News, Issue No.
64; Bankruptcy Creditors' Service, Inc., 215/945-7000)


DIAMOND BRANDS: Resolves IRS' $39.7 Million Claim for $7 Million
----------------------------------------------------------------
As previously reported in the Troubled Company Reporter, the U.S.
Bankruptcy Court for the District of Delaware confirmed Diamond
Brands Operating Corp. and its debtor-affiliates' chapter 11 plan
on December 10, 2002.  In an informal confirmation objection, the
Internal Revenue Service alleged that the restructuring
transactions contemplated in the Plan would give rise to
unbudgeted administrative claims.  Judge Walsh approved a
Stipulation resolving the Government's objection by delaying any
distribution to general unsecured creditors until the dispute with
the IRS is resolved.  

The Debtors filed their 2003 tax returns and the IRS initiated an
expedited audit of the company's 2001, 2002 and 2003 tax returns.  
At the conclusion of the audit, the IRS said the Debtors owed
$39.7 million for:

    -- failing to report $88 million of deferred income (called
       an "excess loss amount" or "ELA" which springs to life
       when a parent corporation takes more money out of a
       subsidiary than it put it) triggered by the conversion of
       DBOC into a single-member LLC (one of the restructuring
       transactions under the Plan); and

    -- improperly deducting $25.5 million of accrued interest
       on prepetition indebtedness during the postpetition period
       because the Debtors were not obligated to pay that
       interest under Sec. 502 of the Bankruptcy Code.  

The Debtors, in turn, filed objections to these administrative
priority tax claims, arguing that its tax returns, as filed, were
correct.  

Lots of conversations between the Debtors and the Department of
Justice ensured.  Those talks culminated in a settlement agreement
under which the Debtors will pay the IRS $6 million in exchange
for a complete release of all tax claims for the tax years through
and including 2003.  

The Debtors tell Judge Walsh that the settlement is a good deal
because it avoids all of the costs, risks and delays associated
with litigation.  The Debtors point out that the $6 million
settlement payment plus the $947,332 payment the Debtors sent the
IRS with their 2003 tax return is very close to what they
estimated they'd owe the Government in the Disclosure Statement
circulated to all creditors when they voted to accept the Plan.  

The Debtors will ask Judge Walsh for his stamp of approval on the
IRS settlement pact at a hearing on Sept. 29, 2004.  Richard
Jacobus, Esq., at the Department of Justice in Washington,
represents the IRS in this matter.

After payment of the $6 million settlement to the Government, the
estate will be left with approximately $10.75 million to
distribute to general unsecured creditors.

Diamond Brands Incorporated, based in Cloquet, Minnesota, employed
600 workers manufacturing and marketing wooden matches,
toothpicks, clothespins, and plastic cutlery under the nationally
recognized Diamond and Forster brand names, which have been in
existence since the 1880s.  Diamond filed for chapter 11
protection on May 22, 2001 (Bankr. D. Del. Case Nos. 01-01825
through 01-01828).  Timothy R. Pohl, Esq., and Gregg M. Galardi,
Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, represent the
Debtors.  Diamond confirmed a Joint Plan of Reorganization under
which Jarden Corporation (NYSE: JAH) acquired substantially all of
Diamond Brands' business assets and assumed certain liabilities in
a transaction valued at approximately $90 million in early 2003.


DIGITAL LIGHTWAVE: Transfers Securities Trading to Nasdaq Smallcap
------------------------------------------------------------------
Digital Lightwave, Inc.'s (Nasdaq:DIGL) board of directors
approved the transfer of the listing of the Company's securities
to the Nasdaq SmallCap Market from the Nasdaq National Market. The
Company filed the transfer application with The Nasdaq Stock
Market on September 3, 2004.

The board approved the change in securities market listing in
anticipation of a delisting notification from the Nasdaq National
Market. The Company was notified August 4, 2004, of the
possibility of delisting from the Nasdaq National Market due to
the market value of its securities falling below the minimum $50
million requirement for continued inclusion in the Nasdaq National
Market. As of that date, the market value of the Company's listed
securities was approximately $42.3 million.

Jim Green, President and CEO of the Company, stated that, "We
believe the decision to transfer the listing of the Company's
securities to the Nasdaq SmallCap Market is in the best interests
of our stockholders. The liquidity provided by the Nasdaq SmallCap
Market is similar to that of the Nasdaq National Market.
Additionally, the lower administration costs associated with the
Nasdaq SmallCap Market are more appropriate given the current size
and scope of the Company."

Review and approval of the transfer application by the Nasdaq
Stock Market will be conducted during the month of September. It
is anticipated there will not be any disruption in the trading of
the Company's securities during the transfer process.

                 About Digital Lightwave, Inc.

Based in Clearwater, Florida, Digital Lightwave, Inc. provides the
global communications networking industry with products,
technology and services that enable the efficient development,
deployment and management of high-performance networks. The
Company's customers -- companies that deploy networks, develop
networking equipment, and manage networks -- rely on its offerings
to optimize network performance and ensure service reliability.
The Company designs, develops and markets a portfolio of portable
and network-based products for installing, maintaining and
monitoring fiber optic circuits and networks. Network operators
and telecommunications service providers use fiber optics to
provide increased network bandwidth to transmit voice and other
non-voice traffic such as internet, data and multimedia video
transmissions. The Company provides telecommunications service
providers and equipment manufacturers with product capabilities to
cost-effectively deploy and manage fiber optic networks. The
Company's product lines include: Network Information Computers,
Network Access Agents, Optical Test Systems, and Optical
Wavelength Managers. The Company's wholly owned subsidiaries are
Digital Lightwave (UK) Limited, Digital Lightwave Asia Pacific
Pty, Ltd., and Digital Lightwave Latino Americana Ltda.

At June 30, 2004, Digital Lightwave, Inc.'s balance sheet showed a
$20,478,000 stockholders' deficit, compared to a $21,140,000
deficit at December 31, 2003.


ENRON: IPG Supports Extending Examiner's Term After Emergence
-------------------------------------------------------------
Enron North America Corporation Examiner, Harrison J. Goldin,
asked the U.S. Bankruptcy Court for the Southern District of New
York to extend the powers and duties afforded to him pursuant to
the Plan through the post-Effective Date period until the earlier
to occur of:

   (a) a final order closing Enron's cases; or

   (b) a final order determining that his services are no longer
       needed because all or substantially all issues affecting
       ENA have been resolved and substantially all distributions
       to ENA creditors have been made.
  
Independent Producers Group, The Southern Ute Indian Tribe, doing  
business as Red Willow Production Company, and the Dunhill Group  
support Harrison J. Goldin's request to continue his role as  
examiner for Enron North America Corporation after the effective  
date of Enron's reorganization plan.

The IPG believes that without the ENA Examiner's continued  
vigilance, the unjust treatment witnessed by ENA creditors prior  
to Mr. Goldin's appointment is likely to return.  Among the  
issues IPG identifies that need the ENA Examiner's watchful eye  
are:

   * the critical asset valuations and determinations regarding
     the allocation of settlement and sales proceeds among the
     Debtor estates;

   * the suitability of complex settlements between the Debtors
     and other parties that affect the ENA estate; and

   * the applicability of certain subordination provisions
     contained in debentures and other types of securities the
     Debtors issued to intercompany claims, including ENA's
     multibillion dollar claim against Enron.

The Dunhill Group consists of:

   * Devon Energy Corporation,
   * Equiva Trading Company,
   * Forest Oil Production,
   * Hilcorp Energy I, LP,
   * KCS Energy, Inc.,
   * Magnum Hunter Resources, Inc.,
   * Petro-Hunt, LLC,
   * Southwest Royalties, Inc.,
   * Spinnaker Exploration Company,
   * Noble Gas Marketing, Inc., and
   * Pioneer Natural Resources USA, Inc.

Headquartered in Houston, Texas, Enron Corporation is in the midst
of restructuring various businesses for distribution as ongoing
companies to its creditors and liquidating its remaining
operations.  Before the company agreed to be acquired, controversy
over accounting procedures had caused Enron's stock price and
credit rating to drop sharply.  The Company filed for chapter 11
protection on December 2, 2001 (Bankr. S.D.N.Y. Case No. 01-
16033).  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  
Martin J. Bienenstock, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts. (Enron Bankruptcy News, Issue No. 123;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


FACTORY 2-U: Completes Asset Sale to Factory 2-U Acquisition
------------------------------------------------------------
Factory 2-U Stores, Inc. (Pink Sheets:FTUSQ) has completed the
previously announced sale of substantially all of its assets to
Factory 2-U Acquisition, LLC, a company formed by an affiliate of
National Stores, Inc., The Alamo Group, Garcel, Inc. d/b/a/ The
Great American Group and The Ozer Group LLC. The Purchaser has
acquired, among other assets, inventory and lease obligations for
the Company's stores and distribution center for approximately
$28.5 million, subject to adjustment based on the Company's actual
inventory. The transaction was approved Thursday, Sept. 2, by the
United States Bankruptcy Court in Wilmington, Delaware.

Following going out of business sales to liquidate the stores'
current inventory, it is contemplated that a substantial number of
the Company's current stores will continue to be operated by the
Purchaser and a substantial number of the Company's associates
will be employed by the Purchaser.

The Purchaser has acquired the assets associated with 172 stores,
including 25 stores in Arizona, 50 stores in southern California,
51 stores in northern California, 6 stores in Nevada, 6 stores in
New Mexico, 10 stores in Oregon, 15 stores in Texas and 9 stores
in Washington.

Headquartered in San Diego, California, Factory 2-U Stores, Inc.
-- http://www.factory2-u.com/-- operates a chain of off-price  
retail apparel and housewares stores in 10 states, mostly in the
western and southwestern US, sells branded casual apparel for the
family, as well as selected domestics, footwear, and toys and
household merchandise.  The Company filed for chapter 11
protection on January 13, 2004 (Bankr. Del. Case No. 04-10111).
M. Blake Cleary, Esq., and Robert S. Brady, Esq., at Young Conaway
Stargatt & Taylor, LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $136,485,000 in total assets and
$73,536,000 in total debts.


FARMLAND DAIRIES: Wants to Employ Pederson & Webb as Executives
---------------------------------------------------------------
Farmland Dairies, LLC, a Parmalat USA Corporation and its debtor-
affiliate, requires additional senior management to work in
concert with James A. Mesterharm, the Chief Restructuring Officer,
and Martin J. Margherio, the President and Chief Operating
Officer, to implement restructuring initiatives and effectively
manage its business and financial operations.

In this regard, Farmland asks Judge Drain for permission to
employ:

   -- Mikael B. Pederson, as Executive Vice-President, effective
      as of August 2, 2004; and

   -- Teresa E. Webb, as Chief Financial Officer, effective as of
      August 16, 2004.

The appointment of Mr. Pederson and Ms. Webb will provide Farmland
with additional experienced senior level management necessary to
contribute to its reorganization as a going concern.

                     Services to be Provided

Mr. Pederson will be responsible for managing Farmland's milk
production business.  This includes administration of employees
and supervision of daily operations.

Ms. Webb will be responsible for oversight of Farmland's finances,
strategic accounting, and business development.

                          Qualifications

Mr. Pederson has a wealth of experience in the business of
production and distribution of milk and related dairy products.  
Mr. Pederson began his career in the milk production and
distribution business over 25 years ago with Beatrice Foods, where
he served as Plant Superintendent at Meadow Gold Dairies in
Clarksburg, West Virginia.  In 1982, he joined Crowley Foods, LLC,
a dairy manufacturing company headquartered in Binghamton, New
York.  During his tenure at Crowley, Mr. Pederson served in
various capacities including Plant Manager, Division Manager, Vice
President and General Manager of Kemps Foods, Inc., a wholly owned
subsidiary of Crowley.  In July 1995, he was appointed Vice-
President of Operations.

Mr. Pederson was instrumental in three key acquisitions for
Crowley, which helped propel the once local fluid milk processor
into a diversified regional food company with estimated 2003 sales
of $577,000,000.  In addition, Mr. Pederson is actively involved
in local community affairs and serves as a member of the board of
directors of the American Civic Association.

Ms. Webb is a certified public accountant with nearly 20 years of
accounting experience in the milk production and distribution
business.  Following employment at several large accounting firms,
Ms. Webb joined Crowley as a staff accountant in 1984.  She was
later promoted to Corporate Controller, and in September of 1992,
she was named Vice-President of Finance and Chief Financial
Officer.

During her tenure at Crowley, Ms. Webb was a key participant in
nine acquisitions of dairy businesses.  In addition, Ms. Webb was
appointed President of Kemps, and along with Mr. Pederson, was
responsible for the restructuring of Kemps and a turn around of
$2,000,000 in annual losses to annual profits of $3,300,000.  Ms.
Webb also is a member of the board of directors of United Health
Services and The Broome Community College Foundation, and also
serves on the Broome County IDA Loan Committee.

                      Disclosure of Conflict

In September 2001, Crowley was purchased by National Dairy
Holdings, LP.  Thereafter, Mr. Pederson retained his position as
Vice-President of Operations of Crowley.  In January 2002, Ms.
Webb was named Vice-President Finance and Corporate Controller of
NDH.

In April 2004, HP Hood, LLC, purchased Crowley and Marigold Foods
from NDH, at which time Ms. Webb resigned her position with NDH
and was named Senior Vice-President of Hood.  On June 18,
Mr. Pederson resigned his position at Crowley and joined NDH as
Vice-President.

On July 14, 2004, Debtor Milk Products of Alabama, LLC, executed
an asset purchase agreement with NDH for the sale of Milk
Products' business operations in Decatur.  On August 5, the
Bankruptcy Court approved bidding procedures and authorized, among
other things, the payment of a break-up fee and expense
reimbursement to NDH in connection with the sale.

Mr. Pederson attests that he had no involvement in the negotiation
or documentation of the purchase agreement during his employment
at NDH.

                        Terms of Retention

The salient terms of Mr. Pederson's and Ms. Webb's employment
agreements are:

   (1) The initial term of employment will be two years;

   (2) Mr. Pederson will be paid a $205,000 base salary.  He will
       be eligible for an annual bonus up to a maximum amount
       equal to 70% of the Base Salary.  The amount and payment
       terms of the Bonus will be determined solely by Farmland;

   (3) Ms. Webb will be paid a $237,000 base salary.  She will be
       eligible for an annual bonus up to a maximum amount equal
       to 70% of the Base Salary.  The amount and payment terms
       of the Bonus will be determined solely by Farmland; and

   (4) If Mr. Pederson's or Ms. Webb's employment is terminated
       without cause by Farmland or with good reason by Mr.
       Pederson or Ms. Webb, the Executives will be eligible to
       receive, subject to execution of a separation agreement
       and release, severance pay in the form of continued
       payment of their Base Salary for 12 months following the
       date of termination.

       "Cause" means:

       -- The willful failure or refusal by the Executive to
          perform her duties or responsibilities, other than due
          to disability;

       -- Dishonesty in the performance of the Executive's duties
          or responsibilities to Farmland;

       -- The Executive's willful failure or refusal to follow
          the reasonable and lawful directions of any Farmland
          officer or employee properly supervising the Executive;

       -- Any material violation of Farmland's policies and
          procedures by the Executive;

       -- The Executive's engaging in misconduct that may be
          injurious to Farmland including, but not limited to,
          damage to its reputation or standing in its industry;

       -- The Executive's having been indicted, convicted of, or
          entered a plea of guilty or nolo contendere to any
          crime that constitutes a felony or a misdemeanor
          involving moral turpitude;

       -- The material breach by the Executive of any written
          covenant or agreement with Farmland not to disclose any
          information pertaining to the company; or

       -- The breach by the Executive of any material provision
          of the Employment Agreement, or any material provision
          of Farmland's policies, rules or regulations.

       "Good Reason" means:

       -- The Executive's assignment to a position that in
          Farmland's judgment is not an executive position --
          although duties may differ without giving rise to a
          termination by the Executive for Good Reason;

       -- The relocation of the Executive's principal place of
          employment in Wallington, New Jersey, to a location
          more than 60 miles from its present site, unless the
          relocation does not increase the Executive's commute by
          more than 20 miles, except for required travel on
          Farmland's business to an extent substantially
          consistent with the Executive's business travel
          obligations; or

       -- Farmland's failure to obtain an agreement from its
          successor, if any, to assume and agree to perform the
          Employment Agreement.

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


FEDERAL-MOGUL: Honda Chooses Sparta Facility as Benchmark Site
--------------------------------------------------------------
Federal-Mogul's Sparta, Tennessee, facility was chosen by Honda of
America recently to serve as a Benchmark Site for the automaker.
Sparta was chosen for this honor based on its superior on-time
delivery record and exceptional customer service.

"We are very excited to be chosen," said Jim Winningham, plant
manager for the Sparta facility. "Our people have worked very hard
to make this plant as efficient as possible. Obviously, our hard
work has paid off."

Being a benchmark site means the facility has systems in place
that assure efficient identification of specific orders resulting
in high-quality products and an exceptional on-time record. A
benchmark site also needs to be willing to share some of its
practices with other non-competing Honda suppliers.

Honda conducted an audit of only 11 of its 364 suppliers. Nine
were chosen as benchmark suppliers. The audited plants were
selected based on the level of quality they deliver and their
customer service practices. During each audit, Honda looks for
robust labeling systems that ensures the correct part and quantity
is delivered to each Honda facility. It also looks for systems and
procedures that demonstrate continuous improvement activities
leading to a superior on-time delivery record.

"One of the main things we look for is the attitude of the
people," said Kent Fahrion from Honda's purchasing division. "The
team in Sparta showed a 'can-do' attitude and demonstrated the
teamwork needed to achieve such a high level of performance."

Honda will bring non-competing suppliers to the Sparta facility
for a tour of the plant and a presentation on how Sparta is able
to maintain its high performance levels. Sparta will serve as a
benchmark site for one year.

The Sparta facility manufactures automotive miniature lamps and
ships to both OE customers and the aftermarket. In June alone, the
plant shipped more than 10 million units. Sparta supplies Honda
with wedge lamps and grab rail lamp assemblies.

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


FIRST UNION: S&P Raises Double-B Ratings & Affirms Single-B
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 11
classes of First Union National Bank Commercial Mortgage Trust's
commercial mortgage pass-through certificates series 2001-C4.
Concurrently, ratings are affirmed on seven other classes from the
same transaction.

The rating actions reflect credit enhancement levels that provide
adequate support through various stress scenarios, as well as the
stable performance of the pool.

As of the Aug. 13, 2004 remittance report, the collateral pool
consisted of 135 loans with an aggregate principal balance of
$936 million, down from 137 loans totaling $978.6 million at
issuance.  The master servicer, Wachovia Bank N.A., provided Dec.
31, 2003 net cash flow -- NCF -- debt service coverage -- DSC --
figures for 89% of the pool.  Based on this information, Standard
& Poor's calculated a weighted average DSC of 1.45x, up from 1.34x
at issuance.  To date, the trust has experienced two losses
totaling $73,766, and all of the loans in the pool are current
with the exception of two loans (12.9 million, 1% of the pool),
which are discussed below.

The top 10 loans have an aggregate outstanding balance of
$252.3 million (27%).  The weighted average DSC for the top 10
loans has increased significantly to 1.63x from 1.37x at issuance,
excluding the second-largest loan for nonreporting.  The increased
DSC occurred despite modest declines in the performance of the
third- and seventh-largest loans.  Standard & Poor's reviewed
property inspections provided by Wachovia for all of the assets
underlying the top 10 loans and all were characterized as
"excellent" or "good".

According to the special servicer, Lennar Partners Inc., there are
three specially serviced loans ($13.7 million, 1%).  A loan of
$9.7 million is secured by a 252-unit multifamily property in Las
Vegas, Nevada.  While a loan assumption at par is under review by
Lennar, a foreclosure sale is scheduled in the event that the
assumption is not completed.  An appraisal reduction amount -- ARA
-- of $730,776 is in effect based on a $10.3 million appraisal
dated Jan. 13, 2003.

The second loan with Lennar is a $3.1 million loan secured by a
60,580-sq.-ft. anchored retail center 10 miles south of Salt Lake
City, Utah, and is REO.  The loan is with the special servicer
after Fleming Foods, Inc., the parent company of Food 4 Less,
filed for bankruptcy.  Food 4 Less subsequently vacated 50,120 sq.
ft. (83% rentable sq. ft.) in December 2002.  Lennar is currently
negotiating with several potential tenants.  An appraisal
reduction amount of $435,924 is in effect based on a $3.3 million
appraisal dated March 1, 2004.

The third loan ($831,487, less than 1%) with the special servicer
is secured by a 23-unit multifamily property in Lakewood, New
Jersey, approximately 10 miles inland from Atlantic City.  The
loan was transferred to Lennar due to imminent default.  A loan
assumption is under review by Lennar at a purchase price
significantly above the current loan balance.

Wachovia's watchlist consists of 29 loans with an aggregate
outstanding balance of $186 million (20%).  The largest loan
($42.7 million, 5%) in the pool is on the watchlist due to low
occupancy and is secured by two class A office towers in downtown
Detroit, Michigan General Motors Corp. (GM, BBB/negative outlook)
assumed the lease for potential expansions by GM or to sublease to
its vendors.  The lease expires on Oct. 31, 2021, 12 years after
the loan's maturity.  As neither necessity materialized and the
office market in Detroit weakened, GM was unable to sublease a
large portion of the space.  As of Dec. 31, 2003, the occupancy
was only 50%, with one entire tower vacant.  GM continues to make
timely lease payments, including any rent escalations, and the
property received a rating of "excellent" on an inspection dated
July 28, 2004.

One loan ($15.2 million, 2%) is secured by a 176,322-sq.-ft.
office property in Troy, Michigan.  The property is occupied by GM
and Saturn Corp., a division of GM.  The loan was placed on the
watchlist after GM notified the borrower that it would vacate the
entire building upon the Nov. 30, 2004 lease expirations.
Releasing the property has been challenging due to a soft office
market and because most interested potential tenants seek either
vacant buildings or build-to-suit arrangements.  The remaining
loans on the watchlist appear due to current or potentially low
occupancies.

The trust collateral is located across 30 states with only
California (18%) accounting for more than 10% of the pool balance.  
Property concentrations greater than 10% of the pool balance are
found in:

   * multifamily (34%),
   * retail (30%), and
   * office (26%) property types.

Standard & Poor's stressed various loans with credit issues as
part of its pool analysis.  The resultant credit enhancement
levels support the upgrades.
    
                         Ratings Raised
   
      First Union National Bank Commercial Mortgage Trust
       Commercial mortgage pass-thru certs series 2001-C4
   
                  Rating
        Class   To      From     Credit Enhancement (%)
        -----   --      ----     ----------------------
        B       AAA     AA                       19.86
        C       AA+     AA-                      18.55
        D       AA      A+                       17.24
        E       AA-     A                        15.41
        F       A+      A-                       14.11
        G       A       BBB+                     12.80
        H       A-      BBB                      10.97
        J       BBB+    BBB-                      9.40
        K       BBB-    BB+                       7.83
        L       BB+     BB                        5.48
        M       BB      BB-                       4.70
    
                        Ratings Affirmed
    
      First Union National Bank Commercial Mortgage Trust
       Commercial mortgage pass-thru certs series 2001-C4
    
            Class   Rating   Credit Enhancement (%)
            -----   ------   ----------------------
            A-1     AAA                      23.78
            A-2     AAA                      23.78
            N       B+                        3.95
            O       B                         3.20
            P       B-                        2.71
            IO-I    AAA                        N/A
            IO-II   AAA                        N/A
   
            N/A - Not applicable.


FOSTER WHEELER: Equity-for-Debt Swap Minimum Threshold is Waived
----------------------------------------------------------------
The minimum threshold related to Foster Wheeler Ltd.'s
(OTCBB:FWLRF) equity-for-debt exchange has been waived for one
class of securities. Specifically, Foster Wheeler will close the
exchange offer if it receives 60% of the aggregate liquidation
amount of the 9.00% Preferred Securities, rather than 75% as
originally contemplated. Foster Wheeler is extending its exchange
offer until 5:00 p.m., New York City time, on September 10, 2004.

                           Legal Details

The securities proposed to be exchanged are as follows:

   (1) Foster Wheeler's Common Shares, its Series B Convertible
       Preferred Shares, and warrants to purchase Common Shares
       for any and all outstanding 9.00% Preferred Securities,
       Series I issued by FW Preferred Capital Trust I
       (liquidation amount $25 per trust security) and guaranteed
       by Foster Wheeler Ltd. and Foster Wheeler LLC, including
       accrued dividends;

   (2) Foster Wheeler's Common Shares and Preferred Shares for any
       and all outstanding 6.50% Convertible Subordinated Notes
       due 2007 issued by Foster Wheeler Ltd. and guaranteed by
       Foster Wheeler LLC;

   (3) Foster Wheeler's Common Shares and Preferred Shares for any
       and all outstanding Series 1999 C Bonds and Series 1999 D
       Bonds (as defined in the Second Amended and Restated
       Mortgage, Security Agreement, and Indenture of Trust dated
       as of October 15, 1999 from Village of Robbins, Cook
       County, Illinois, to SunTrust Bank, Central Florida,
       National Association, as Trustee); and

   (4) Foster Wheeler's Common Shares and Preferred Shares and up
       to $150,000,000 of Fixed Rate Senior Secured Notes due 2011
       of Foster Wheeler LLC guaranteed by Foster Wheeler Ltd. and
       certain Subsidiary Guarantors for any and all outstanding
       6.75% Senior Notes due 2005 of Foster Wheeler LLC
       guaranteed by Foster Wheeler Ltd. and certain Subsidiary
       Guarantors; and solicitation of consents to proposed
       amendments to the indenture relating to the 9.00% Junior
       Subordinated Deferrable Interest Debentures, Series I of
       Foster Wheeler LLC, the indenture relating to the 6.50%
       Convertible Subordinated Notes due 2007 and the indenture
       relating to the 6.75% Senior Notes due 2005.

As of 5:00 p.m. on September 2, 2004, holders have tendered the
following dollar amounts and percentages of the following original
securities:

   (1) 9.00% Preferred Securities, $86,997,500 (49.7%);

   (2) 6.50% Convertible Subordinated Notes, $209,828,000 (99.9%);

   (3) Robbins Series C Bonds due 2024, $56,640,660 (73.4%),
       Robbins Series C Bonds due 2009, $12,027,818 (99.2%), and
       Robbins Series D Bonds, $35,488,159 based on the balance
       due at maturity (99.1%); and

   (4) 6.75% Senior Notes, $183,868,000 (91.9%).

A copy of the prospectus relating to the New Notes and other  
related documents may be obtained from the information agent:  
  
         Georgeson Shareholder Communications Inc.  
         17 State Street, 10th Floor  
         New York, N.Y. 10014  
  
Georgeson's telephone number for bankers and brokers is  
212-440-9800 and for all other security holders is 800-891-3214.  
  
Direct any questions regarding the exchange offer and consent  
solicitation to the dealer manager:  
  
         Rothschild Inc.  
         1251 Avenue of the Americas, 51st Floor  
         New York, N.Y. 10020  
         Tel. No. 212-403-3784  
  
The exchange agent for the exchange offer is the Bank of New York,  
London Branch.

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

The foregoing reference to the exchange offer and any other  
related transactions shall not constitute an offer to buy or  
exchange securities or constitute the solicitation of an offer to  
sell or exchange any securities in Foster Wheeler Ltd. or any of  
its subsidiaries.
  
                       About the Company  
  
Foster Wheeler, Ltd., is a global company offering, through its  
subsidiaries, a broad range of design, engineering, construction,  
manufacturing, project development and management, research, plant  
operation and environmental services.  
  
At June 25, 2004, Foster Wheeler Ltd.'s balance sheet showed an  
$856,601,000 stockholders' deficit, compared to an $872,440,000  
deficit at December 26, 2003.


GADZOOKS INC: Reports August Same Store Sales Increase of 17.3%
---------------------------------------------------------------
Gadzooks, Inc. (OTC Pink Sheets: GADZQ) said sales for the four
weeks of fiscal August ended August 28, 2004 totaled $15.9
million. Comparable store sales increased 17.3 percent for the
August period. Total sales for the first 30 weeks of fiscal 2004
were $113.6 million.

Since the Company essentially completed the liquidation of all of
its male merchandise in June of 2003, August of 2004 represents
only the second month in the Company's history as a female-only
store where same store sales comparisons are meaningful. The
Company reported a 20.7 percent increase in same store sales for
July 2004.

"We are by no means finished with all the changes needed to
position our Company correctly," said Jerry Szczepanski, Chairman
and Chief Executive Officer. "But we continue to make good
progress on our new format."

Headquartered in Carrollton, Texas, Gadzooks, Inc.   
-- http://www.gadzooks.com/-- is a mall-based specialty retailer    
providing casual apparel and related accessories for youngsters,   
between the ages of 14 and 18.  The Company filed for chapter 11   
protection on February 3, 2004 (Bankr. N.D. Tex. Case No.
04-31486).  Charles R. Gibbs, Esq., and Keith Miles Aurzada, Esq.,
at Akin Gump Strauss Hauer & Feld, LLP represent the Debtor in
its restructuring efforts. When the Company filed for protection
from its creditors, it listed $84,570,641 in total assets and   
$42,519,551 in total debts.


HALLIBURTON: Provides Update on Nigerian Project Investigation
--------------------------------------------------------------
Halliburton (NYSE: HAL) said that, as a result of its own
continuing investigation into matters relating to the TSKJ
Nigerian Bonny Island project, information has recently been
uncovered suggesting that, at least 10 years ago, the members of
TSKJ considered payments to Nigerian officials.

Halliburton also confirmed that, commencing in 1995, TSKJ entered
into a series of agency agreements in connection with the Nigerian
project; however, Halliburton's on-going investigation has not
found any evidence confirming that payments to Nigerian officials
were ever made to obtain or retain business.

Halliburton is notifying the other owners of TSKJ of the recently
uncovered information. TSKJ is a private limited liability company
registered in Madeira, Portugal whose members are Technip SA of
France, Snamprogetti Netherlands B.V., which is an affiliate of
ENI SpA of Italy, JGC Corporation of Japan, and Kellogg Brown &
Root (as successor to the January 1999 merger of M.W. Kellogg into
Brown & Root), each of which owns 25% of the venture.

As part of its continuing cooperation with governmental
authorities, Halliburton, which acquired M.W. Kellogg as part of
its 1998 acquisition of Dresser Industries, has also promptly
provided this information to the United States Department of
Justice, the Securities and Exchange Commission and the French
magistrate investigating these matters, and is currently in the
process of transmitting it to the appropriate Nigerian officials.

"There is much that we presently do not know. But we will continue
aggressively to investigate this matter regardless of how old this
conduct may be, even though so far the new information appears to
relate to conduct that took place almost entirely before
Halliburton acquired M.W. Kellogg," said Halliburton in a prepared
statement.

Halliburton also confirmed its understanding that TSKJ has
suspended the receipt of services from and payments to TSKJ's
agent, Tri-Star Investments, and is considering the institution of
legal proceedings to recover all amounts previously paid to Tri-
Star.


HAWAIIAN AIRLINES: Sets New Record for On-Time Flights in July
--------------------------------------------------------------
Hawaiian Airlines set a phenomenally high standard of aviation
excellence for punctuality in July, as the U.S. Department of
Transportation reported that 97 percent of its flights arrived on
time.

In addition, Hawaiian ranked #1 in the industry for its quality of
service in handling passengers' luggage, and for fewest consumer
complaints with an unbeatable figure -- zero.

What makes Hawaiian's performance even more remarkable is that it
was accomplished during the company's busiest month to date in
2004. During July, no airline did a better job filling seats than
Hawaiian with an 88.3 percent load factor that led all carriers
nationwide.

"Hawaiian is proving month after month to be the best airline
operating in America -- by far," said Mark Dunkerley, Hawaiian's
president and chief operating officer. "Not only are we setting
records for punctuality but we are also leading the nation when it
comes to baggage handling performance and the fewest number of
complaints about our service.

"To accomplish this during a peak travel month is another
testament to the hard work and dedication of our employees," Mr.
Dunkerley noted.

The DOT's monthly Air Travel Consumer Report placed Hawaiian at
the top of the industry on-time rankings for the ninth consecutive
month, dating back to November 2003 when the company started
reporting monthly statistics. On-time service, according to DOT
standards, requires a flight to arrive within 15 minutes of
schedule.

Hawaiian's 97 percent on-time performance in July also marked the
fourth straight month the company has set a new industry standard
for punctuality, following record-setting on-time results in
April, 94.9 percent; May, 95.2 percent; and June 95.3 percent.

Further emphasizing Hawaiian's consistency of on-time superiority,
93 percent of its flights year-to-date have arrived as scheduled -
- a seven-month average that is collectively better than any
single month by any other carrier in 2004.

The remaining top five airlines for on-time service in July
following Hawaiian were SkyWest Airlines, 84.4 percent; Alaska
Airlines, 78.8 percent; JetBlue Airways, 78.4 percent; and AirTran
Airways, 77.6 percent. The industry average for all reporting
airlines was 75.9 percent, which is 21.1 percentage points behind
Hawaiian.

                  Customer Service Second to None

Along with setting ever-higher standards for on-time service,
Hawaiian ranked at the top in the other categories reported by DOT
in July: mishandled baggage reports, consumer complaints, and
flight cancellations.

Hawaiian had the nation's best record when it came to handling
luggage with only 2.62 mishandled baggage reports per 1,000
passengers.

The company also topped the industry in the "Consumer Complaints
Rankings" as the DOT received zero complaints from the 534,000
passengers served in July.

In addition, Hawaiian had only seven flight cancellations --
representing only 0.2 percent -- out of its 4,445 flights during
July, giving it the second-best record among all carriers.

The DOT's Air Travel Consumer Report for July is available online
at http://www.airconsumer.ost.dot.gov/reports/atcr04.htm  

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


HAYES LEMMERZ: 5 Directors Disclose Acquisition of Hayes Shares
---------------------------------------------------------------
In separate filings with the Securities and Exchange Commission,
Hayes Lemmerz International, Inc. directors Laurence M. Berg, Dr.
William H. Cunningham, George T. Haymaker, Henry D.G. Wallace and
Richard Wallman disclose their acquisition of 2,424 shares each of
the company's common stock, par value $0.01 per share, on
July 28, 2004.  Currently, each of the Hayes Lemmerz directors
beneficially owned 4,849 shares of Hayes Lemmerz Common Stock.

According to Patrick C. Cauley, Hayes Lemmerz's Attorney-in-fact,
each director was granted 2,424 of Restricted Stock Units pursuant
to the Hayes Lemmerz International, Inc. Long Term Incentive Plan.  
Each Restricted Stock Unit is convertible into one share of common
stock or the fair market value of a share as determined by the
Compensation Committee of Hayes Lemmerz's Board of Directors.

Mr. Cauley relates that on July 28, 2004, the 2,424 Restricted
Stock Units were converted into an equal number of shares.  The
remaining 2,424 Restricted Stock Units of each director will be
converted into cash or shares on July 28, 2005. (Hayes Lemmerz
Bankruptcy News, Issue No. 53; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


HRI-OILFIELD LP: Case Summary & 66 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: HRI-Oilfield, L.P.
             5910 North Central Expressway, Suite 1050
             Dallas, TX 75206-5125

Bankruptcy Case No.: 04-39367

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Heartland Intermodal, Inc.                 04-39373
      Partech, LLC                               04-39378
      Heartland Rig International, LLC           04-60350

Type of Business: The Debtor manufactures and designs offshore
                  and land drilling rigs, workover rigs, oilfield
                  equipment, and transportation products for sale
                  worldwide.

Chapter 11 Petition Date: September 1, 2004

Court: Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Jason Neal Bramlett, Esq.
                  Gardere, Wynne & Sewell
                  1601 Elm Street, Suite 3000
                  Dallas, TX 75201
                  Tel: 214-999-3000
                  Fax: 214-999-4667

                              Estimated Assets   Estimated Debts
                              ----------------   ---------------
HRI-Oilfield, L.P.               $1 M to $10 M     $1 M to $10 M
Heartland Intermodal, Inc.    $500,000 to $1 M     $1 M to $10 M
Partech, LLC                     $1 M to $10 M   500,000 to $1 M
Heartland Rig                    $1 M to $10 M     $1 M to $10 M
International, LLC

A. HRI-Oilfield, L.P.'s 19 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Varco Note                                 $593,816
12950 W. Little York Roa
Houston, TX 77041

Control Flow Inc.                          $121,061

Internal Revenue Service                   $116,100

AGA                                         $77,987

KPMG LLP                                    $75,950

VARCO                                       $43,833

Crady Jewitt & McCulley, LLP                $41,312

ECCO Electrical & Instrumentation           $34,642

AIG                                         $30,000

Odrill/MCM, Inc.                            $25,991

Incopro Corporation                         $24,680

OEM                                         $22,433

Lowell Reed Consulting Services, LLC        $10,955

Premier Place Associates, L.P.               $9,931

Germanischer Lloyd                           $9,881

Shelby Frink                                 $8,440

Arthur C. Teichgraeber                       $7,892

Gosselink Lloyd                              $6,696

Mooney Investments                           $6,499

B. Heartland Intermodal, Inc.'s 7 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Maersk                                   $1,100,000
6000 Carnegie
Charlotte, NC 28209

Goodman Factors                            $365,000
3010 LBJ Freeway #140
Dallas, TX 75234

Tesi                                        $86,621

Crady Jewitt & McCulley                      $7,026

Connick & Connick                            $4,015

ADP                                            $199

Ceridian                                       $160

C. Heartland Intermodal, Inc.'s 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
New Century Fabricators Inc.               $173,570

Acadian Contractors Inc.                    $94,260

L&L Crane                                   $87,570

Polar Rig Specialties                       $62,472

TCB Industries, Inc.                        $57,256

ASCO                                        $41,048

Total Safety                                $33,196

Jo-De Equipment Rental                      $30,422

Parker Drilling Company                     $28,827

Charter Supply                              $24,615

Channel Specialty                           $24,102

Grand Isle Shipyard                         $21,491

W.W.L. Industry                             $20,036

Maxtec                                      $19,282

Broussard Brothers                          $17,342

Ace Transportation                          $15,301

Sigma Coatings                              $14,421

Townsend International                      $14,250

Ameron                                      $13,100

Power Systems                               $12,438

D. Heartland Rig International's 20 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Tyres International                        $356,702
619 East Tallmadge Ave.
Arkon, OH 44310

Dana-Spicer Traier Prod.                   $262,941
1235 Commerce Dr.
Lugoff, SC 29078

Champion Coating Inc.                      $148,512

Westair Cryogencis Co.                     $124,194

JB Enterprises Inc.                        $112,738

Texas Workforce Commission                 $110,000

Pacific Coast Retreaders                   $106,782

O'Neal Metals (Texas)                      $101,756

Hutchens Industries Inc.                    $94,816

Truck Lite Inc.                             $81,947

Sealco                                      $72,928

Fedex Freight East                          $70,625

China Industries, USA, Inc.                 $67,560

Holland USA                                 $65,450

Valspar                                     $61,656

CMP Coatings, Inc.                          $60,683

General Bearing Corp.                       $52,353

American Block Co.                          $51,000

Les Aciers Robond Inc.                      $47,972

Conner Steel Products, Inc.                 $42,865


HVC LIZARD CHOCOLATE: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: HVC Lizard Chocolate, LLC
        219 Redfield Parkway, Suite 101
        Reno, Nevada 89509

Bankruptcy Case No.: 04-52638

Chapter 11 Petition Date: September 2, 2004

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Stephen R. Harris, Esq.
                  Belding, Harris & Petroni, Ltd.
                  417 West Plumb Lane
                  Reno, NV 89509
                  Tel: 775-786-7600
                  Fax: 775-786-7764

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 15 Largest Unsecured Creditors:

Entity                        Nature of Claim       Claim Amount
------                        ---------------       ------------
Jona Ventures, LLC            Convertible Note          $547,662
5 Hidden Spring Lane
Rye, NY 10580

Dynamic Chocolates            Goods/Services            $525,003
11871 Hammersmith Way
Richmond, B.C. V7A 5ES
CANADA

Gross-Given                   Promissory Note           $400,000
   Manufacturing Co.
75 W. Plato Blvd.
St. Paul, MN 55107

Rand Display, Inc.            Goods/Services            $124,881
259 Cedar Lane
Teaneck, NJ 07666-3400

South Beach Beverage Company  Royalties                  $98,000

H & N Packaging, Inc.         Goods/Services             $76,237

Quality Distribution          Goods/Services             $68,106

Wallace                       Goods/Services             $61,217

Cherrydale Farms              Goods/Services             $57,413

8 Days a Week                 Goods/Services             $53,709

Sweeney & Sweeny              Goods/Services             $27,512

Performance Media             Goods/Services             $25,991

Heissner, William             Goods/Services             $25,431

EPS Doublet                   Goods/Services             $25,071

Mid-America Gourmet           Goods/Services             $24,990


I2 TECHNOLOGIES: Names Michael Diament to Board of Directors
------------------------------------------------------------
i2 Technologies, Inc. (OTC:ITWO), a leading provider of closed-
loop supply chain management solutions, named Michael Diament to
the Company's Board of Directors as of August 31, 2004.

Mr. Diament is a portfolio manager for Q Investments, an affiliate
of R(2) Investments, LDC, the entity that completed a $100 million
equity investment in i2 in June 2004. Pursuant to the terms of
that transaction, R(2) Investments has the right to elect two
members to i2's Board of Directors. Mr. Diament joins Pranav
Parikh as R(2) Investments' second designee.

Mr. Diament also currently serves on the Board of Directors of
Magellan Health Services, Inc. and served on the Board of
Directors of WilTel Communications Group, Inc. until November
2003. Mr. Diament has a masters in business administration from
Columbia Business School and a bachelor of arts degree from
Washington University.

"Michael Diament represents the seventh member of a robust Board
of Directors that combines diverse backgrounds and a wealth of
experiences from throughout the business world," said i2 chairman
and chief executive officer Sanjiv Sidhu. "We welcome Michael's
presence on the Board and look forward to his contributions."

In addition to Sidhu and Parikh, Mr. Diament joins current Board
members Harvey B. Cash, Richard Clemmer, Robert Crandall and
Michael McGrath.

                             About i2  

i2 is a leading provider of closed-loop supply chain management   
solutions.  The company designs and delivers software that helps   
customers optimize and synchronize activities involved in   
successfully managing supply and demand.  i2's worldwide customer   
base consists of some of the world's market leaders -- including   
seven of the Fortune global top 10.  Founded in 1988 with a   
commitment to customer success, i2 remains focused on delivering   
value by implementing solutions designed to provide a rapid
return on investment. Learn more at http://www.i2.com/

At June 30, 2004, i2 Technologies, Inc.'s balance sheet showed a   
$197,902,000 net stockholders' deficit, compared to a $296,938,000  
deficit at December 31, 2003.


IMPATH: Securities Claimants' Proofs of Claim Must be in by Wed.
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
set Wednesday, September 8, 2004, at 5:00 p.m., as the deadline
for potential plaintiff class members, in any putative securities
class action lawsuits against IMPACT, Inc. and its debtor-
affiliates, to file their proofs of claim.

Any person or entity who purchased, converted, exchanged or
otherwise acquired or sold IMPATH common stock during the period
February 24, 2000, through July 29, 2003, and seeks to pursue
remedies under the federal securities laws or common law must file
a proof of claim.  Claim forms must be received on or before the
Securities Bar Date at:

     * If sent by mail:

       United States Bankruptcy Court
       Southern District of New York
       IMPATH Claims Processing center
       Bowling Green Station
       P.O. Box 85
       New York, New York 10274

     * If sent by messenger or overnight courier:

       United States Bankruptcy Court
       Southern District of New York
       Bowling Green Station
       New York, New York 10004-1408

A proof of claim tailored for the Securities Bar Date can be
obtained by contacting the IMPACT Claims Processing Center at
(212) 681-9600.

A filed proof of claim must:

     (i) be written in English;

    (ii) be denominated U.S. dollars; and

   (iii) conform substantially with the proof of claim form
         tailored for the Securities Bar Date.

Any writings on which the claim is based should be attached to the
proof of claim.

The Securities Actions pending in the U.S. District Court for the
Southern District of New York include, without limitation:

   Case                           Case No.
   ----                           --------
   Adler v. IMPATH, et al.        03-CV-6484
   Altman v. IMPATH, et al.       03-CV-5670
   Casden v. IMPATH, et al.       03-CV-7358
   Corwin v. IMPATH, et al.       03-CV-5800
   Epstein v. IMPATH, et al.      03-CV-5737
   Ferrari v. IMPATH, et al.      03-CV-5667
   Heyer v. IMPATH, et al.        03-CV-6418
   Isenberg v. IMPATH, et al.     03-CV-7200
   Jackson v. IMPATH, et al.      03-CV-6703
   Lacoff v. IMPATH, et al.       03-CV-6073
   MacDonald v. IMPATH, et al.    03-CV-6689
   Nomm v. IMPATH, et al.         03-CV-5902
   Oliver Eng v. IMPATH, et al.   03-CV-7490
   Rolnick v. IMPATH, et al.      03-CV-6083
   Wolbrom v. IMPATH, et al.      03-CV-6123

Headquartered in New York, New York, IMPATH Inc., together with
its subsidiaries, is in the business of improving outcomes for
cancer patients by providing patient-specific diagnostic and
prognostic services to pathologists and oncologists, providing
products and services to biotechnology and pharmaceutical
companies, and licensing software to hospitals, laboratories, and
academic medical centers.  The Debtors filed for chapter 11
protection on September 28, 2003 (Bankr. S.D.N.Y. Case No.
03-16113) George A. Davis, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.


INSIGHT MIDWEST: S&P Cuts $1.975B Facility Rating to BB
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its secured bank loan
rating on Insight Midwest Holdings LLC's $1.975 billion facility
to 'BB' from 'BB+'.  In addition, the loan was assigned a recovery
rating of '2', indicating the expectation for a substantial (80%-
100%) recovery of principal in the event of a default.  Given
cable TV subscriber losses experienced by many of the cable
operators over the past several quarters because of aggressive
marketing by direct broadcast satellite -- DBS -- players,
Standard & Poor's now incorporates the assumption of subscriber
losses in the bank loan analysis for Holdings' secured facility.

Ratings for cable TV company Insight Midwest L.P., including the
'BB' corporate credit rating, were affirmed.  Ratings on 50%
owner/operator Insight Communications, Inc., including the 'B-'
corporate credit rating, also were affirmed.  The outlook is
negative.  At June 30, 2004, Insight had total debt outstanding of
$2.8 billion.

"Despite a near-investment-grade business risk, Insight Midwest's
ratings are constrained by the company's aggressive debt profile,"
said Standard & Poor's credit analyst Catherine Cosentino.  Debt
to annualized EBITDA for the six months ended June 30, 2004 was
relatively high for the rating, at about 6.1x, exclusive of
intercompany debt, but inclusive of management fees. Standard &
Poor's recognizes that these fees are somewhat discretionary in
nature because they are paid to parent Insight.

Insight Midwest has been able to increase overall operating cash
flows through its strategy of increasing penetration of cable
modem and digital cable services, in conjunction with continuing
to implement rate increases.  Overall operating cash flows on a
year-over-year basis grew by 13% for the first six months of 2004,
and 8.9% for 2003, although a material acceleration in losses to
DBS competitors could challenge Insight Midwest's ability to
maintain and grow operating cash flow.

Insight Midwest is a 50/50 joint venture owned by Insight and
Comcast Corp. subsidiary Comcast Cable Holdings, LLC.  The
partnership agreement provides that at any time after
Dec. 31, 2005, either Comcast or Insight will have the right to
cause a split-up of Insight Midwest, subject to a limited right of
postponement held by the non-initiating partner.  However, the
ratings assume that any change in ownership of Insight Midwest is
accomplished in a manner that does not weaken the credit profiles
of either Insight or Insight Midwest.


INTEGRATED ELECTRICAL: Gets Default Notice From Trustee
-------------------------------------------------------
Integrated Electrical Services, Inc. (NYSE: IES) has received
notice from the trustee for a series of its senior subordinated
notes under an indenture dated May 29, 2001, with CUSIP number
45811EAE3 totaling $110 million, that a default has occurred
because IES failed to file its fiscal 2004 Third Quarter Report on
Form 10-Q with the Securities and Exchange Commission. IES has 30
days to obtain a waiver from a majority in interest of its
subordinated note holders to resolve the default, and IES is in
the process of seeking those waivers.

The August 16, 2004 waiver from the lenders under its credit
facility was effective until the earlier of December 15, 2004 or
the date IES received notice from either the trustee or 25% of the
holders of its senior subordinated notes that a default has
occurred. That waiver expired upon receipt of notice from the
trustee. As a result, IES is in default on its credit facility.
IES is in the process of seeking a waiver of this default from the
banks under its credit facility. The company currently has $29
million in cash.

The company currently anticipates that its delayed Third Quarter
Report on Form 10-Q will be filed concurrently with the filing of
its year-end financial statements.

Integrated Electrical Services, Inc. is the leading national
provider of electrical solutions to the commercial and industrial,
residential and service markets. The company offers electrical
system design and installation, contract maintenance and service
to large and small customers, including general contractors,
developers and corporations of all sizes.

                         *     *     *

As reported in the Troubled Company Reporter on August 19, 2004,  
Standard & Poor's Ratings Services lowered its corporate credit  
and senior secured bank loan ratings on Houston, Texas-based  
Integrated Electrical Services, Inc., to 'BB-' from 'BB', and its  
subordinated debt rating to 'B' from 'B+'.  

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

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

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

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


JEUNIQUE INT'L: Wants to Employ White Nelson as Accountants
-----------------------------------------------------------
Jeunique International, Inc., asks the U.S. Bankruptcy Court for
the Central District of California, Los Angeles Division, for
permission to employ White, Nelson & Co. LLP as its accountants.

The Debtor tells the Court that White Nelson did prepetition work
for the Company and, as a result, the Firm is intimately familiar
with the Debtor's business and financial affairs.

The Debtor submits that it will be disruptive and costly to find
new accountants.

Thomas Kretschmar is primarily responsible for providing
professional services to the Debtor.  Mr. Kretschmar, as a
partner, will charge the Debtor $325 an hour.  Other professionals
and their billing rates are:

    Senior Manager    275
    Manager           175
    Senior Staff      110
    Junior Staff       90

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

Headquartered in City of Industry, California, Jeunique
International -- http://www.jeunique.com/-- filed for chapter 11  
protection (Bankr. C.D. Cal. Case No. 04-22300) on June 1, 2004.  
Mark S. Horoupian, Esq., at Sulmeyer Kupetz A P.C., represents the
Company in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed over $10 Million in
estimated assets and over $50 Million in estimated liabilities.


KEY ENERGY: Lenders Agree to Wait Until Dec. 31 for Financials
--------------------------------------------------------------
The lenders under Key Energy Services, Inc.'s (NYSE: KEG) $175
million revolving credit facility have amended the terms of the
facility to extend their waiver of non-compliance with covenants
requiring delivery of audited financial statements. The revolving
credit facility lenders have agreed to extend to December 31,
2004, the date by which the Company must deliver audited financial
statements for 2003 and quarterly unaudited financial statements
for the first three quarters of 2004.

As announced on April 7, 2004, the lenders had previously agreed
to a similar amendment and waiver which extended through September
30, 2004. Accordingly, the Company continues to be able to borrow
under the revolving credit facility and obtain letters of credit,
including amounts that may be required to retire its 5%
subordinated convertible notes on September 25, 2004. The
remaining principal amount of these notes is $18.7 million, and
the Company intends to repay them on the maturity date.

Under the terms of the latest amendment, until the later of:

    (1) the delivery of final audited financial statements for the
        year ended December 31, 2003 and unaudited quarterly
        financial statements for the first three quarters of 2004,
        or

    (2) the date on which the senior secured debt of the Company
        is rated BB- or higher by Standard & Poor's or Ba3 or
        higher by Moody's, applicable interest rate margins for
        LIBOR and base rate loans will not be reduced below 2.25%
        and 0.75%, respectively, and applicable commitment fee
        rates will not be reduced below 0.375%.

This amendment also provides that it will be an event of default
if the Company determines that the write-downs, write-offs,
charge-offs or other adjustments to be recorded in connection with
expected restatements of its financial statements will exceed $200
million. The terms of the amendment are otherwise similar to those
set forth in the prior amendment announced on April 7, 2004. The
Company will pay waiver fees to the lenders and an administrative
fee to the administrative agent in consideration of the amendment.

In addition, the Company's three equipment financing lessors have
agreed to extend to December 31, 2004, the date by which the
Company must deliver audited annual financial statements to such
parties, thereby eliminating the Company's non-compliance as a
default or cross-default trigger until such date. As previously
announced, the Company has amended its agreement with its workers
compensation carrier to eliminate any requirements to provide
financial statements or maintain financial covenants.

Key Energy Services, Inc. is the world's largest rig-based,
onshore well service company. The Company provides diversified
energy operations including well servicing, contract drilling,
pressure pumping, fishing and rental tool services and other
oilfield services. The Company has operations in all major onshore
oil and gas producing regions of the continental United States and
internationally in Argentina, Canada and Egypt.

                          *     *     *

As reported in the Troubled Company Reporter on August 19, 2004,
Standard & Poor's Ratings Services' 'B' corporate credit rating on  
Key Energy Services Inc. remains on CreditWatch with developing  
implications.

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

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

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

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


KINETICS GROUP: Moody's Reviewing Single-B & Junk Ratings
---------------------------------------------------------
Moody's Investors Service placed the ratings of The Kinetics
Group, Inc., under review for possible downgrade.  Moody's action
reflects increased concern surrounding the company's deteriorated
financial condition and material uncertainty regarding its
attempts to complete a comprehensive capital restructuring.  Since
late 2003, the company has pursued a legal, operational and
capital structure reconfiguration.  However due to volatile equity
market conditions, the company has been unable to execute a
targeted summer 2004 initial public offering of one of its core
operating subsidiaries, Celerity Group, Inc., with proceeds
targeted to fund the final and most substantial phase of Kinetics'
planned restructuring.  At the same time, the company's
consolidated operating performance, cash flow generation and
liquidity have remained challenged.  Due to ongoing uncertainties
regarding alternative recapitalization scenarios, in particular
the extent to which the rating profile may have been or
potentially could be weakened from such organizational as well as
financial restructuring actions, this rating review has been
initiated.  The ratings being placed on review consist of the
following:

     (i) B3 rating on The Kinetics Group, Inc.'s $55 million
         guaranteed senior secured revolving credit facility, due
         2006;

    (ii) B3 rating on The Kinetics Group, Inc.'s $17 million
         guaranteed senior secured term loan facility, due 2006;

   (iii) B3 senior implied rating; and

    (iv) Caa1 senior unsecured issuer rating.

At the conclusion of the review, the ratings as well as relative
notching will be confirmed or downgraded based upon a complete
assessment of the company's operating performance, cash flow
generation and capital structure.  The latter two points represent
the primary areas of concern as it relates to the perceived
impairment in the company's ratings.

The Kinetics Group, Inc., headquarter in Milpitas, California, is
a leader in:

   * the design and manufacture of high performance gas and
     chemical delivery process modules integral to equipment used
     in the manufacture of semiconductors; and

   * turnkey chemical delivery process systems and operating
     services utilized by electronics, pharmaceutical and
     biotechnology manufacturers.


KMART HOLDING: To Get 30% of Sears Sales Proceeds on Sept. 30
-------------------------------------------------------------
Kmart Holding Corporation (Nasdaq: KMRT) provided an update
regarding the previously disclosed transaction with Sears, Roebuck
and Co. (NYSE: S).

As reported in the Troubled Company Reporter on July 6, 2004,
Kmart and Sears entered into an agreement that provided for the
sale of up to 54 stores by Kmart to Sears for up to $621 million
in cash.  The exact number of locations to be sold was subject to
certain conditions under the agreement.

Kmart will now sell 45 stores for cash proceeds totaling
$524.45 million, subject only to customary closing conditions.   
The sale of up to another 6 stores remains subject to certain
additional conditions required to be met within the next 15 days.  
The cash proceeds from these 6 additional stores would total up to
$65.25 million.

Julian C. Day, President and Chief Executive Officer of Kmart,
said, "The stores we are retaining from the originally announced
transaction are operating profitably.  As has always been
contemplated, Kmart will continue to operate those stores for
which certain conditions related to the assignment of the store
leases to Sears have not been met.  We look forward to providing
continued service to our customers at these locations."

Kmart will continue to operate the stores that will be sold to
Sears until March or April 2005.  Sears has agreed to consider
offering employment to any Kmart employee who desires a position
at the converted stores.  Specific locations of the stores
affected will be available once the transaction is finalized in
the coming weeks.

Kmart expects to receive 30% of the final sales proceeds from
Sears no later than September 30, 2004.  The remaining 70% of the
final sales proceeds will be received by Kmart when Sears has
taken occupancy of the properties, which shall occur no later than
April 15, 2005.

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


MICROFINANCIAL INC: Repays $5.6 Million of Outstanding Bank Debt
----------------------------------------------------------------
MicroFinancial Incorporated (NYSE-MFI) continues to reduce its
outstanding debt obligations. On September 1, the Company repaid
approximately $5.6 million of outstanding debt on its senior
credit facility.

As of September 2, 2004, the senior credit facility debt balance
was $11.0 million, as compared to an expected $14.6 million for
the same period, as stated in the bank agreement. In addition, the
securitized debt obligation has been paid in full.

Richard Latour, President and Chief Executive Officer stated, "We
continue to surpass our required repayments and other financial
expectations of our bank agreement. This includes surpassing our
lender's target debt balance by approximately $3.6 million through
September 2, 2004 and reducing our total interest bearing debt
year to date by approximately $47.6 million."

                    About Microfinancial

MicroFinancial Inc. (NYSE: MFI), headquartered in Woburn, MA, is
a financial intermediary specializing in leasing and financing
for products in the $500 to $10,000 range. The company has been
in operation since 1986.

                     Default & Waivers

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

"The Company utilizes its credit facilities to fund the
origination and acquisition of leases that satisfy the eligibility
requirements established pursuant to each facility. On August 22,
2000, the Company entered into a $192 million credit facility with
nine banks, expiring on September 30, 2002. As of September 30,
2002, the credit facility failed to renew and the Company began
paying down the outstanding balance. As a result of the failure to
renew, the Company was forced to suspend essentially all new
contract originations until a new source of financing was obtained
or at such time that the senior credit facility has been paid in
full. At December 31, 2002, the Company was in default of certain
of its debt covenants in its credit facility. The covenants that
were in default with respect to the credit facility, require that
the Company maintain a fixed charge ratio in an amount not less
than 130% of consolidated earnings, a consolidated tangible net
worth minimum of $77.5 million plus 50% of net income quarterly
beginning with September 30, 2000, and compliance with the
borrowing base. On April 14, 2003, the Company entered into a
long-term agreement with its lenders. This long-term agreement
waives the defaults described above, and in consideration for this
waiver, requires the outstanding balance of the loan to be repaid
over a term of 22 months beginning in April 2003 at an interest
rate of prime plus 2.0%. Based on the amortization schedule in the
new agreement, as subsequently amended in June and November 2003,
as of June 30, 2004, the Company is obligated to repay $26.1
million, representing the remaining balance outstanding at June
30, 2004, plus applicable interest, over the next twelve months."


MIRANT NEW YORK: Court Approves Ramapo Settlement Agreement
-----------------------------------------------------------
THE U.S. Bankruptcy Court for the Northern District of Texas
approved the settlement between Mirant New York, Inc. -- a Mirant
Corporation debtor-affiliate --, The Town of Ramapo, The Ramapo
Central School District, The Assessor of the Town of Ramapo, The
Board of Assessment Review of the Town of Ramapo, and the County
of Rockland.

Ian T. Peck, Esq., at Haynes and Boone, LLP, in Dallas, Texas,
relates that in July 1999, the Debtors purchased the Ramapo Power
Plant, along with certain other power plants in New York State,
from O&R and Consolidated Edison Company of New York, Inc.  The
Debtors paid $2,100,000 for the Ramapo Power Plant.  The Ramapo
Power Plant is capable of generating 37.9 megawatts of electricity
at peak operations.

The Ramapo Power Plant is located in the Town of Ramapo, New
York.  Thus, the Ramapo Power Plant is subject to yearly ad
valorem taxes by the Ramapo Tax Authorities.  In the years
following the Debtors' purchase, the Ramapo Power Plant has been
taxed on these equalized assessments of value:

                    Year      Assessed Value
                    ----      --------------
                    2000        $17,175,744
                    2001         20,844,911
                    2002         22,188,540
                    2003         25,844,212

As reported in the Troubled Company Reporter on August 4, 2004,
there were no capital improvements on the Ramapo Power Plant
between 2000 and 2003.  For each year from 2000 to 2003, the
Ramapo Tax Authorities levied real property taxes against the
Ramapo Power Plant in excess of $600,000.  In 2003, those taxes
accounted for 46.9% of the Ramapo Power Plant's operating
expenses, without regard to fuel costs.

In light of what the Debtors saw to be an enormous disparity
between the book value of the Ramapo Power Plant established in
the 1999 purchase and the assessed value in subsequent years,
Mirant NY timely commenced tax certiorari proceedings in New York
state court challenging the valuation by the Ramapo Tax
Authorities.  In the Ramapo State Proceedings, Mirant NY claimed a
reduction in the assessed values of the Ramapo Power Plant, which
would result in refunds totaling $393,114.

Given certain factors, including the lack of any significant
incentives for the Ramapo Tax Authorities to move the Ramapo State
Proceedings forward with any deliberation, the Ramapo State
Proceedings did not materially progress in state court after their
filing.  Mr. Peck reports that from 2000 to 2002, the Ramapo State
Proceedings were not assigned to a judge who would eventually hear
the cases, no discovery had taken place, and no motions were
filed.  Also, the Ramapo State Proceedings were placed on
suspension while Mirant and the Town of Haverstraw, New York
negotiated and executed a settlement agreement presumably
resolving a similar real property tax dispute.  Mirant believed
that the Haverstraw Settlement would serve as a model settlement
for the Ramapo State Proceedings.  However, Haverstraw reneged
within a week of signing the Haverstraw Settlement.  Mirant sought
to enforce the Haverstraw Settlement, but in April 2003, the New
York Appellate Division reversed the trial court decision and
refused to enforce the Haverstraw Settlement.

To ensure the efficient administration of the Debtors' bankruptcy
estates and to provide accelerated visibility to the ongoing
financial viability of their generation assets in New York, Mr.
Peck recalls that on September 30, 2003, the Debtors filed the 505
Motion, requesting the Bankruptcy Court to determine the Debtors'
correct New York real property tax liabilities related to the New
York Power Plants, including the Ramapo Power Plant.

The Ramapo Tax Authorities opposed the Court's exercise of
jurisdiction over the 505 Motion.  On January 8, 2004, the Court
established its jurisdiction over the 505 Motion, and ruled that
it would exercise that jurisdiction.  The January 8 Order was
crafted to allow the Ramapo State Proceedings to proceed to trial
in New York provided, among other things, that they could be
timely adjudicated.  In any event, the Court ensured a timely
adjudication of the Debtors' tax disputes with Ramapo under the
505 Motion by scheduling a trial beginning on September 20, 2004.

On February 17, 2004, the Ramapo Tax Authorities sought leave to
file an interlocutory appeal from the January 8 Bankruptcy Court
Order.  The Debtors opposed the Ramapo Interlocutory Motion.  On
April 30, 2004, after "[h]aving carefully considered the motions,
responses, and replies" the Honorable Terry R. Means of the United
States District Court for the Northern District of Texas denied
the Ramapo Interlocutory Motion, finding it "premature."

To preserve its rights under the Bankruptcy Code, including its
setoff rights under Section 558 of the Bankruptcy Code, Mirant NY
did not pay its 2003 tax bills of $663,279 issued by the Ramapo
Tax Authorities, comprised of:

    (1) County/Town tax bills issued for the tax period
        January 1, 2003 to December 31, 2003, totaling $169,843;
        and

    (2) the School District tax bills issued for the tax period
        July 1, 2003 to June 30, 2004, totaling $493,436.

On April 1, 2004, the County paid the $663,279 of Unpaid 2003-
2004 Ramapo Taxes to the Town and the School District.

Under the January 8 Order, the dispute between the Debtors andthe
Ramapo Tax Authorities are to be tried either by the Bankruptcy
Court or the New York Court no later than September 2004.  Given
the Court's directive, the Debtors immediately began to prepare
for trial in state court.  Shortly thereafter, Mirant NY and the
Town engaged in extensive and extended settlement negotiations to
resolve the Ramapo State Proceedings.

The parties agree that:

    (a) The pending 2000, 2001, 2002 and 2003 real property tax
        disputes are resolved;

    (b) The Debtors and the Ramapo Tax Authorities establish a
        value for real property tax purposes for the Ramapo Power
        Plant through 2006, the maximum look-forward permitted by
        law;

    (c) The equalized assessed value for the Ramapo Power Plant
        is reduced by more than 83%, from $25,844,212 to
        $4,379,652;

    (d) The tax assessments of the Ramapo Power Plant is reduced
        based on the "Original Assessments" as they appear on the
        New York tax assessment rolls:

        2003 Assessment:

                            Original      Revised
          Parcel           Assessment    Assessment    Difference
          ------           ----------    ----------    ----------
          SBL#47.15-1-6    $4,552,273      $800,000    $3,752,273
          SBL#600.119-10      404,647        40,000       364,647

        2002 Assessment:

                            Original      Revised
          Parcel           Assessment    Assessment    Difference
          ------           ----------    ----------    ----------
          SBL#47.15-1-6    $4,552,273    $4,097,040      $455,233
          SBL#600.119-10      404,647       364,182        40,465

        2001 Assessment:

                            Original      Revised
          Parcel           Assessment    Assessment    Difference
          ------           ----------    ----------    ----------
          SBL#47.15-1-6    $4,552,273    $4,097,040      $455,233
          SBL#600.119-10      404,647       364,182        40,465

        2000 Assessment:

                            Original      Revised
          Parcel           Assessment    Assessment    Difference
          ------           ----------    ----------    ----------
          SBL#47.15-1-6    $4,552,273    $4,097,040      $455,233
          SBL#600.119-10      404,647       364,182        40,465

    (e) The Ramapo Tax Authorities owe Mirant NY $168,605 in
        refunds for the years 2000, 2001 and 2002;

    (f) Ramapo will waive all penalties and interests resulting
        from Mirant NY's non-payment of 2003 taxes, provided
        Mirant NY makes payment, by way of offset, within 30 days
        from the service of a revised tax bill based on the
        Settlement Agreement;

    (g) The Debtors are excluded from all liability relating to
        the taxes, penalties, interest and costs associated with
        the O&R substation adjacent to the Ramapo Power Plant;

    (h) The Tax Authority Entities release the Mirant Entities
        from the filed proofs of claim and any tax, penalty,
        interest or charge levied prior to 2004 on the Ramapo
        Power Plant, including the Unpaid 2003-2004 Ramapo Taxes;

    (i) The Mirant Entities release the Tax Authority Entities
        from all claims in the Ramapo State Proceedings and the
        505 Action, including all conflicts of interest claims
        against counsel for the Town; and

    (j) The Actions are dismissed pursuant to a stipulation which
        has already been approved by the New York State Court,
        subject to the Court's approval of the Settlement
        Agreement.

The Court also dismisses the portion of the 505 Action in relation
to the Ramapo Property.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- together with its direct and indirect  
subsidiaries, generate, sell and deliver electricity in North
America, the Philippines and the Caribbean.  The Company filed for
chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. 03-
46590).  Thomas E. Lauria, Esq., at White & Case LLP represent the
Debtors in their restructuring efforts.  When the Company filed
for protection from their creditors, they listed $20,574,000,000
in assets and $11,401,000,000 in debts. (Mirant Bankruptcy News,
Issue No. 42; Bankruptcy Creditors' Service, Inc., 215/945-7000)


NATIONAL CENTURY: JPMorgan Appeals Order Allowing Rule 2004 Exam
----------------------------------------------------------------
JPMorgan Chase Bank, former Indenture Trustee, notifies the
Bankruptcy Court that it will take an appeal of Judge Calhoun's
Order authorizing the Unencumbered Asset Trust to conduct its
second round of Rule 2004 discovery to the United States District
Court for the Southern District of Ohio, Eastern Division.

As reported in the Troubled Company Reporter on September 2, 2004,
the U.S. Bankruptcy Court for the Southern District of Ohio gave
its permission to the Unencumbered Assets Trust, the successor-in-
interest to certain rights and assets of National Century
Financial Enterprises, Inc., and its debtor-affiliates, to direct
the production of documents from 24 additional third party
entities that may be in possession of information relevant to the
Trust's evaluation of potential estate claims.

According to Sydney Ballesteros, Esq., at Gibbs & Bruns, in
Houston, Texas, the 24 entities were the custodial holders of
payments or disbursements relating to NCFE securities within the
preference period of the bankruptcy.  The custodians therefore
have relevant information relating to the identity of the
beneficial owners of the NCFE securities.  This information will
help the Trust identify and determine whether certain preference
claims exist and should be brought on behalf of the Debtors'
estate.

As reported in the Troubled Company Reporter on July 20, 2004, the
24 third party entities are:

   (1) ABN Amro Incorporated/Bond Trading,
   (2) Bear Sterns Securities Corp.,
   (3) Boston Safe Deposit and Trust Co.,
   (4) Brown Brothers Harriman & Co.,
   (5) Citibank,
   (6) Credit Suisse First Boston, LLC,
   (7) Deutsche Bank Securities, Inc.,
   (8) Deutsche Bank Trust Co. (Bankers Trust Co.),
   (9) First National Bank of Omaha,
  (10) Harris Trust and Savings Bank,
  (11) Investors Bank & Trust Co.,
  (12) JP Morgan Chase Bank,
  (13) JPM/CCS2,
  (14) JPM/JPMSI,
  (15) LaSalle Bank National Assn.,
  (16) M&I Marshall & Ilsley Bank,
  (17) Mercantile-Safe Deposit & Trust Co.,
  (18) Northern Trust Co.,
  (19) Salomon Brothers (Citigroup Global Markets, Inc./Salomon),
  (20) State Street Bank and Trust Co.,
  (21) The Bank of New York,
  (22) Wachovia Bank, N.A.,
  (23) Wells Fargo Bank Minnesota, N.A., and
  (24) WestLB AG.

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. (National Century Bankruptcy News,
Issue No. 45; Bankruptcy Creditors' Service, Inc., 215/945-7000)


NET PERCEPTIONS: Nasdaq Delisted Shares on Sept. 3
--------------------------------------------------
Nasdaq had notified Net Perceptions, Inc. (Nasdaq: NETP) on
September 1, 2004, of the Nasdaq Listing Qualifications Panel's
decision, following a hearing on July 29, 2004, that the Company's
securities will be delisted from Nasdaq effective with the open of
business on Friday, September 3, 2004.

The decision follows the Company's appeal to the Panel of the
previously disclosed determination of the Nasdaq Listing
Qualification Staff that, based upon the Staff's discretionary
authority granted by Nasdaq Marketplace Rules 4300 and 4330(a)(3),
the Company's securities would be delisted on July 1, 2004, unless
the Company appealed the Staff's decision. The Staff had noted its
belief "that the Company is not currently engaged in active
business operations and is therefore a public shell." The
Company's appeal to the Panel stayed delisting until the receipt
of the Panel's decision.

"We are disappointed with the Panel's decision, which we believe
is not in keeping with a policy to foster public company capital
formation in a free market society," said Warren B. Kanders, the
Company's Executive Chairman of the Board. "The Company believes
it is in full compliance with all Nasdaq rules and regulations.
Our mission has been and will continue to be to seek to redeploy
the Company's assets to enhance stockholder value by engaging in a
suitable acquisition transaction," Mr. Kanders continued.

The Company is considering appealing the Panel's decision to the
Nasdaq Listing and Hearing Review Council but any such appeal will
not stay the delisting of the Company's common stock. If and when
a suitable transaction is consummated, the Company intends to list
its securities on an appropriate national exchange.

The Company intends to coordinate with a market-maker in the
Company's securities in order to initiate trading of the Company's
common stock on the OTC Bulletin Board (the "OTCBB"). Because the
delisting of the Company's securities from Nasdaq is being made
pursuant to Marketplace Rules 4300 and 4330(a)(3), the Company's
securities are not eligible for immediate quotation on the OTCBB
and application for listing must be made by a market-maker using
the standard OTCBB listing procedures. Following any clearance of
an OTCBB application, the Company will disclose when trading will
commence on the OTCBB and whether the Company's ticker symbol has
been modified.

As previously disclosed in the Company's Form 10-Q for the quarter
ended June 30, 2004, changes in ownership of the Company's
securities may result in a substantial limitation or loss of the
Company's ability to utilize its net operating loss carry-forwards
under Internal Revenue Code Section 382.

Net Perceptions, formerly a provider of analytic predictive  
solutions software, is seeking to redeploy its assets and use its  
cash, cash equivalents and non-cash assets to enhance stockholder  
value. The Company continues to generate revenue through the  
licensing of its source code.

                          *     *     *

As reported in the Troubled Company Reporter on March 25, 2004,
Net Perceptions, Inc.'s proposal to approve and adopt a plan of
complete liquidation and dissolution of the Company did not
receive the affirmative vote of a majority of the total number of
shares outstanding as of the record date for the special meeting
required to approve the proposal. Of the 15,773,134 shares
represented in person or by proxy at the reconvened special
meeting, 13,810,233 shares voted in favor of the proposal,
1,925,694 shares voted against and 37,207 shares abstained.


NEW WORLD: Brings-In Kirkland & Ellis as Bankruptcy Co-Counsel
--------------------------------------------------------------
New World Pasta Company and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Middle District of Pennsylvania for
permission to employ Kirkland & Ellis LLP, to serve as co-counsel
with Saul Ewing LLP, nunc pro tunc to June 25, 2004.

Kirkland & Ellis is expected to:

    a) give the Debtors advice with respect to their powers and
       duties as debtors-in-possession in the continued     
       management and operation of their businesses and
       properties;

    b) attend meetings and negotiate with representatives of
       creditors and other parties in interest;

    c) take all necessary action to protect and preserve the
       Debtors' estates, including prosecuting actions on the
       Debtors' behalf, defend any action commenced against the
       Debtors and represent the Debtors' interests in
       negotiations concerning all litigation in which the
       Debtors are involved, including, but not limited to,
       objections to claims filed against the estates;

    d) prepare all motions, applications, answers, orders,
       reports and papers necessary to the administration of
       these cases and to the Debtors' estates;

    e) take any necessary action on behalf of the Debtors to
       obtain confirmation of the Debtors' plan of
       reorganization;

    f) represent the Debtors in connection with obtaining
       postpetition loans;

    g) give the Debtors advice in connection with any potential
       sale of assets;

    h) appear before the Court and any appellate courts and
       protect the Debtors' interests with regard to the same;

    i) consult with the Debtors regarding tax matters; and

    j) perform all other necessary legal services and provide
       all other necessary legal advice to the Debtors in
       connection with these cases.

The professionals who will provide services for the Debtors and
their hourly rates are:

     Professional            Designation       Rate
     ------------            -----------       ----
     James H.M. Sprayregen   Partner            765
     Andrew M. Kaufman       Partner            685
     Matthew N. Kleiman      Partner            645
     Yosef J. Riemer         Partner            630
     Edward O. Sassower      Senior Associate   485
     Javier Schiffrin        Associate          405
     Jeffrey R. Johnson      Associate          405
     Michael J. Frishberg    Associate          405
     Sudwiti Chanda          Associate          360
     Susan A. Arbeit         Associate          320
     Rhonda Lopera           Paralegal          210
     Jacob Goldfinger        Paralegal          180
     Amber Cerveny           Paralegal          130
     Tiffany Wood            Paralegal          130
     Tract McCollum          Paralegal          130
     Leila Catto             Paralegal          105

Kirkland will work closely with Saul Ewing to ensure no
duplication of efforts.

To the best of the Debtors' knowledge, Kirkland & Ellis is
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Harrisburg, Pennsylvania, New World Pasta Company
-- http://www.nwpasta.com/-- is the leading dry pasta  
manufacturer in the United States.  The Company and its
debtor-affiliates filed for chapter 11 protection (Bankr. M.D.
Penn. Lead Case No. 04-02817) on May 10, 2004.  Eric L. Brossman,
Esq., at Saul Ewing LLP, et al. represents the Company in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $426,174,000 in assets and $430,952,000
in liabilities.


NEW WORLD: U.S. Trustee Objects to Success Fee for Jeffries & Co.
-----------------------------------------------------------------
United States Trustee Roberta DeAngelis filed an objection with
the U.S. Bankruptcy Court for the Middle District of Pennsylvania
arguing against the proposed payment of a back-end or success fee
to Jeffries & Company, Inc.  The Official Unsecured Creditors'
Committee in New World Pasta Company's chapter 11 cases selected
Jeffries to serve as its financial advisor in the Debtors'
restructuring.  

The U.S. Trustee complains that Jeffries & Co. and the Committee
propose that the Court won't be able to review payment of a back-
end or success fee under Section 330 of the Bankruptcy Code if the
engagement is approved.  At this early stage, Ms. DeAngelis
argues, Court approval of any success fee without review as to its
reasonableness is not in the best interest of the Debtors or their
Creditors.  

Ms. DeAngelis asks the Court to deny this provision buried in the
retention papers presented to the Court.  

Headquartered in Harrisburg, Pennsylvania, New World Pasta Company
-- http://www.nwpasta.com/-- is the leading dry pasta  
manufacturer in the United States.  The Company, along with its
affiliates, filed for chapter 11 protection (Bankr. M.D. Penn.
Case No. 04-02817) on May 10, 2004.  Eric L. Brossman, Esq., at
Saul Ewing LLP, represents the Company in its restructuring
efforts.  When the Debtor filed for protection it listed  
$426,174,000 in assets and $430,952,000 in liabilities.


NORTHWESTERN CORP: Commences Resolicitation of Amended Reorg. Plan
------------------------------------------------------------------
NorthWestern Corporation (Pink Sheets: NTHWQ) has been authorized
by the U.S. Bankruptcy Court for the District of Delaware to begin
a resolicitation of certain creditor groups of the Company's
Second Amended and Restated Plan of Reorganization. In addition,
the Court set Oct. 6, 2004, for the continuation of its
confirmation hearing of its amended Plan.

NorthWestern filed with the Bankruptcy Court a Second Amended and
Restated Plan of Reorganization and Disclosure Statement
reflecting a settlement agreement the Company reached with Harbert
Management Corp. and Wilmington Trust. Under the terms of the
agreement, Harbert Management Corp. and other holders of
NorthWestern's Trust Originated Preferred Securities, and other
subordinated creditors who so choose, will be eligible to receive,
pro rata, 8 percent of equity and warrants exercisable for an
additional 13 percent of the common stock in the reorganized
NorthWestern. Senior unsecured debtholders and general unsecured
creditors of the Company will receive approximately 92 percent of
the reorganized NorthWestern's equity, based on the agreement.

The Company said it will send resolicitation packages and ballots
to Class 7 (Unsecured Note Claims), Class 8(a) (Unsecured
Subordinated Note Claims represented by the TOPrS Notes), Class
8(b) (Unsecured Subordinated Note Claims represented by the QUIPS
Notes) and Class 9 (General Unsecured Claims). Each holder of a
voting claim is entitled to vote to accept or reject the Company's
amended Plan. Ballots will be mailed out to eligible voters no
later than Sept. 8, 2004, and the completed ballots must be
received by the tabulation agent on or before 5:00 p.m. (PDT) on
Sept. 29, 2004.

Parties with questions about the resolicitation process should
contact the balloting agent:

     Kurtzman Carson Consultants, LLC
     12910 Culver Boulevard, Suite I
     Los Angeles, CA 90066-6709
     Attention: Christopher Schepper
     The toll-free telephone number is (866) 381-9100

                       About NorthWestern  
  
Headquartered in Sioux Falls, South Dakota, NorthWestern   
Corporation -- http://www.northwestern.com/-- provides    
electricity and natural gas in the Upper Midwest and Northwest,   
serving approximately 608,000 customers in Montana, South Dakota   
and Nebraska.  The Debtors filed for chapter 11 protection on   
September 14, 2003 (Bankr. Del. Case No. 03-12872) (Walsh, J.).   
Scott D. Cousins, Esq., Victoria Watson Counihan, Esq., and  
William E. Chipman, Jr., Esq., at Greenberg Traurig, LLP, and  
Jesse H. Austin, III, Esq., and Karol K. Denniston, Esq., at
Paul, Hastings, Janofsky & Walker, LLP, represent the Debtors in
their restructuring efforts.  On the Petition Date, the Debtors
reported $2,624,886,000 in assets and liabilities totaling
$2,758,578,000.


NRG ENERGY: Court OKs Nelson Asset Sale to Invenergy for $19.5MM
----------------------------------------------------------------
Debtors LSP-Nelson Energy, LLC, and NRG Nelson Turbines, LLC, own
a partially constructed, 1,180 megawatt gas-fired, combined cycle
electric generating facility, situated on approximately 90 acres
of land at 1311 Nelson Road in Nelson, Illinois.  The Nelson
Project's construction is 65% complete.

As previously reported in the Troubled Company Reporter on July 8,
after engaging in extensive marketing efforts, the Nelson
Debtors, in consultation with the Agent, on the Lenders' behalf,
have determined that the sale of all of the Nelson Assets to one
or more buyers, subject to higher and better offers in accordance
with certain auction and bidding procedures would yield the
greatest recovery for their estates and creditors.

Accordingly, the Nelson Debtors asked the Court to approve the
sale of the Nelson Assets, free and clear of liens, claims and
encumbrances to the Successful Bidder.

                       Natural Gas Objects

Patricia Williams Prewitt, Esq., in Houston Texas, relates that  
Natural Gas Pipeline Company of America and Debtor LSP-Nelson  
Energy, LLC, are parties to a facility agreement dated
December 13, 2000.  Pursuant to the Agreement, Natural Gas  
constructed certain pipeline lateral, measurement, and  
interconnection facilities, which connect Nelson's gas-fired  
electric power generation station facilities in Lee County,  
Illinois, to Natural Gas' interstate natural gas pipeline system.

As of August 10, 2004, the Nelson Facility is not connected to  
any natural gas pipeline other than Natural Gas' pipeline system.   
The availability and use of the Interconnection Facilities is,  
therefore, critical to Nelson's business in operating the Nelson  
Facility.  If a potential purchaser intends to operate the Nelson  
Facility, the purchaser must assume the Facility Agreement if it  
intends to operate the Nelson Facility.

Ms. Prewitt tells the Court that Nelson has defaulted on its  
payment obligations under the Facility Agreement and owes Natural  
Gas $912,304 under the Facility Agreement, together with accrued  
interest of at least $85,000 due and owing.

Ms. Prewitt also notes that Natural Gas, at all times has been  
and continues to be, ready, willing and able to fully perform all  
of its continuing obligations to the Debtor under the Facility
Agreement.

The Facility Agreement is expressly governed by and subject to  
all provisions of Natural Gas' FERC Gas Tariff, which has been  
filed with, and approved by, the Federal Energy Regulatory  
Commission.  Thus, Ms. Prewitt states, Natural Gas has no  
regulatory or contractual obligation to provide natural gas  
transportation service to Nelson, to any third party natural gas  
suppliers of Nelson, or to any purchaser of the Nelson Facility  
or the Facility Agreement, unless Natural Gas has first been  
reimbursed for all costs and expenses associated with the  
construction of the Interconnection Facilities.

Ms. Prewitt asserts that Nelson's defaults under the Facility  
Agreement must be cured, including payment of the past due  
amounts.  The defaults cannot be cut off pursuant to Section 363  
of the Bankruptcy Code by a sale of the Nelson Facility.

In addition, Natural Gas has an easement and right of way  
pursuant to section 4.01 of the Facility Agreement that cannot be  
cut off by a sale, without compensation to Natural Gas for these
valuable property rights.

The Facility Agreement provides that any party who purchases all  
or substantially all of the properties of Nelson will be subject  
to the obligations of its predecessor in title under the Facility  
Agreement.  Therefore, the purchaser of the Nelson Facility will  
be subject to Nelson's obligations to Natural Gas under the  
Facility Agreement, including the $912,304 past due amount plus  
at least $85,000 in accrued interest.

Nelson has expressly agreed to provide Natural Gas 10 days'  
notice of an intent to assume or reject the Facility Agreement so  
that Natural Gas would have an opportunity to object.  Natural  
Gas objects to any sale that occurs with less than 10 days'  
notice of Nelson's intention to assume or reject the Facility  
Agreement.

Natural Gas also asks the Court to find that its rights under the  
Facility Agreement, including its right of way and easement, is  
not affected by any approved sale of the Nelson facility.   
Natural Gas also demands adequate assurance of future performance  
if the Facility Agreement is assumed.

              Invenergy's $19,500,000 Offer Tops Bid

Debtors LSP-Nelson Energy, LLC, and NRG Nelson Turbines, LLC,  
conducted an auction to sell their Assets on August 11, 2004.  At  
the conclusion of the Auction, Invenergy Investment Company, LLC,  
emerged as the successful bidder.

Accordingly, the Debtors entered into an asset purchase agreement  
with Invenergy.  The salient terms of the Purchase Agreement are:

A. The Nelson Assets

   Invenergy will purchase substantially all of the Debtors'
   Assets, free and clear of all Encumbrances other than the
   Assumed Liabilities, under Section 363 of the Bankruptcy Code.

   A complete list of the Nelson Assets is available at:

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

   Until the closing of the sale, Invenergy will have the option
   to exclude any asset, right or property from the sale,
   provided that the Purchase Price will not be reduced as a
   result of the exclusion.

B. Contract Assumption and Assignment

   The Nelson Debtors will assign to Invenergy certain executory
   contracts.  Invenergy will be responsible for paying all
   amounts required to cure any defaults or other amounts payable
   under Section 365(b) of the Bankruptcy Code arising under each
   Nelson Contract.  Invenergy will use reasonable good faith
   efforts to establish, to the satisfaction of the Bankruptcy
   Court, that is capable of providing adequate assurance of
   future performance under the Nelson Contracts.

C. Purchase Price

   Invenergy will pay an aggregate purchase price of $19,500,000
   in immediately available funds.

   Invenergy has deposited $1,500,000 as Good Faith Deposit,
   representing 10% of the purchase price, by wire transfer to
   J.P. Morgan Chase, the escrow agent.  The Good Faith Deposit
   will be non-refundable except pursuant to the provisions of
   the escrow agreement and the Bidding Procedures Order, and
   provided that Invenergy's liability for any breach of
   Invenergy's obligation to purchase the Nelson Assets will not
   exceed $4,000,000 in the aggregate.  At the Closing, Invenergy
   will pay $18,000,000 to the Nelson Debtors by transferring the
   amount into escrow as requested by the Nelson Debtors, plus
   the release of the Good Faith Deposit.

D. Closing

   The sale and purchase of the Nelson Assets and assignment of
   Nelson Contracts will take place at a closing to be held at
   the offices of Kirkland & Ellis, LLP, on August 30, 2004,
   provided that all other closing conditions are satisfied on or
   before that date.

E. Delivery

   On the Closing Date:

   (a) The Nelson Debtors will deliver to Invenergy:

       * the Bill of Sale and other instruments as may be
         reasonably requested by Invenergy to transfer the Nelson
         Assets to Invenergy or evidence the transfer on the
         public records;

       * their executed counterpart to the Assumption Agreement;

       * other documents required to be delivered pursuant to the
         Purchase Agreement; and

   (b) Invenergy will deliver to the Nelson Debtors:

       * its executed counterpart to the Assumption Agreement;
         and

       * other documents required to be delivered pursuant to the
         Purchase Agreement.

   (c) Invenergy will transfer to the Nelson Debtors, by
       transferring into escrow as requested by the Nelson
       Debtors, the Closing Payment.

              Debtors Settle Natural Gas' Objection

The Nelson Debtors resolve Natural Gas' objection by way of  
stipulation.  In consideration of Natural Gas' withdrawal with  
prejudice of its Objection, the Debtors, Invenergy and Natural  
Gas stipulate that:

   (a) Natural Gas will be granted an easement and right of way,
       as described in Sections 4.01 and 4.02 of the Facility
       Agreement.  The easements will be unimpaired by the sale
       of the Nelson Assets and the Nelson Debtors' rejection of
       the Facility Agreement; and

   (b) The Nelson Debtors will recharacterize Natural Gas'
       $952,629 claim as a general unsecured claim.  The Nelson
       Debtors reserve the right to challenge the amount of the
       Natural Gas Claim at a later date.

                  Sale & Stipulation Approved

At the Sale Hearing, Judge Beatty finds that the sale of the  
Nelson Assets is in the best interests of the Debtors, their  
estates, their creditors, and all parties-in-interest.  Moreover,  
Invenergy's offer is the highest and best offer received by the  
Debtors, and the terms of the sale are fair and reasonable.

Accordingly, Judge Beatty authorizes Debtors to sell the Nelson  
Assets on the terms and condition set forth in the Asset Purchase  
Agreement, free and clear of liens, claims and encumbrances to  
Invenergy.  The Court overrules all objections to the Nelson  
Debtors' request that have not been withdrawn or waived.

Judge Beatty also approves the Debtors' stipulation with Natural  
Gas.

NRG Energy, Inc. owns and operates a diverse portfolio of power-
generating facilities, primarily in the United States. Its
operations include baseload, intermediate, peaking, and
cogeneration facilities, thermal energy production and energy
resource recovery facilities. The company, along with its
affiliates, filed for chapter 11 protection (Bankr. S.D.N.Y. Case
No. 03-13024) on May 14, 2003. The Company emerged from chapter 11
on December 5, 2003, under the terms of its confirmed Second
Amended Plan. James H.M. Sprayregen, P.C., Matthew A. Cantor,
Esq., and Robbin L. Itkin, Esq. at Kirkland & Ellis, represented
NRG Energy in its $10 billion restructuring. (NRG Energy
Bankruptcy News, Issue No. 33; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


NVR INC: Moody's Raises Low-B Ratings to Lower Medium Grade
-----------------------------------------------------------
Moody's Investors Service raised the ratings of NVR, Inc.,
including its senior implied and issuer ratings to Baa3 from Ba1
and the rating on its senior notes to Baa3 from Ba1.  NVR's
ratings were removed from review where they had been placed on
June 4, 2004. The ratings outlook is stable.

The upgrade and stable ratings outlook reflect Moody's belief:

   (1) that the NVR business model is sustainable in a robust and
       very competitive micro environment;

   (2) that the company will continue to manage its aggressive
       share repurchase program in a balance sheet neutral manner;

   (3) that the company's small net worth relative to its peer
       group is appropriate for its business model; and

   (4) that the proportion of profits coming from the Baltimore
       and Washington, D.C. markets will continue to decline.

The ratings incorporate NVR's:

   * strong returns and interest coverage,
   * healthy free cash flow generation,
   * progress in geographic diversification,
   * the industry's highest inventory turnover rate and lowest
     debt to capitalization ratio, and
   * conservative land policies.

At the same time, the ratings also consider the company's
aggressive share repurchase program, remaining concentration in
the Baltimore and Washington D.C. markets, constraints on
geographic expansion into new markets in which its very successful
business model would be transferable, and the cyclical nature of
the homebuilding industry.

The ratings changes are:

   -- Senior implied rating is raised to Baa3 from Ba1;

   -- Senior unsecured issuer rating is raised to Baa3 from Ba1;

   -- $200 million of 5% senior notes due 6/15/2010 is raised to
      Baa3 from Ba1;

Neither the company's bank debt, which Moody's does not rate, nor
its senior notes carry subsidiary guarantees because NVR conducts
all business (except its financial services business) at the NVR,
Inc. level.

Four constraints on NVR's ratings in the past were:

   * the sustainability of its business model-primarily the
     optioning of 100% of its lot requirements-in an economically
     robust, hotly competitive local market;

   * its size;

   * the aggressive share repurchase program; and

   * the Baltimore and Washington, D.C. concentration levels.

NVR has a stated policy of not owning and developing raw land.  
The company controls 100% of its lot requirements by optioning all
land until ready to construct a pre-sold home.  It then takes down
only fully entitled, fully infrastructured, ready-to-build-on
lots.  This results in the fastest inventory turnover, by far, in
the industry.  However, Moody's was always concerned that this
operating model could potentially leave the company vulnerable to
a supply squeeze in a fiercely competitive market in which large
rivals might be willing to purchase, rather than option, available
land.  This has not occurred.  

The Washington, D.C. market, for example, has been extremely
strong for a number of years and many of the top 10 homebuilders
have entered or expanded into this market in the last decade.  Yet
NVR continues to grow and prosper in this market.  It has been in
the area for a long time, has an excellent reputation with land
developers, is apparently willing to option land at full prices,
and has been able to replicate this model in other markets as
well.

Some of NVR's homebuilder peer group have net worths exceeding
$3 billion.  This compares to the $511 million figure for NVR at
June 30, 2004.  However, given an operating model that eschews
investments in land inventory, which is the biggest single
investment for all of the other homebuilder, a $500 million equity
base is of sufficient size to handle growth expectations and to
cover any potential loss from walking away from uneconomical lot
options.

NVR's share repurchase program is very aggressive compared to
those of the other homebuilders.  However, the NVR business model
results in sizable, consistent, and growing free cash flow
generation, the excess of which is returned to shareholders via
the repurchase program but generally without harming debt
leverage.  In fact, NVR's debt leverage, the lowest in the
industry, has generally improved over the past five years,
although there was a blip up in 2003 from the senior note
offering.

NVR's geographic concentration in the Baltimore and Washington,
D.C. market areas has been reduced in recent years.  These two
market areas accounted for 71% of closings in 1994 but have since
been reduced to 42%, not from throttling back the growth in these
markets but from successful expansion in other markets.

The company produces the strongest financial ratios in the
industry.  In 2003, NVR generated EBIT interest coverage of 52x,
return on assets (EBIT/assets) of 52%, return on equity of 85%,
homebuilding debt/capitalization of 29.2%, and homebuilding
debt/EBITDA of 0.3x.  The company consistently generates strongly
positive free cash flow, which is rare for a homebuilding company,
which typically has to plow ever-larger amounts of money into land
and work-in-process inventory.  Free cash flow was $206 million in
1999, $189 million in 2000, $144 million in 2001, $369 million in
2002, and $543 million in 2003.  Gross margins reached a healthy
24.7% in 2003, ranking the company third in its investment grade
peer group.  This is all the more surprising because NVR forgoes
any profits to be had from land development.

At the same time, NVR's ratings consider that the company has
engaged, and will likely continue to engage, in a very aggressive
share repurchase program, with future share buybacks dependent on
free cash flow.  NVR repurchased $102 million of its common stock
in 1999, $54 million in 2000, $224 million in 2001, $362 million
in 2002, and $460 million in 2003, for a total of $1.2 billion,
which was 2.4 times the company's stockholders' equity balance as
at December 31, 2003.  Nonetheless, from 1999 to 2003 the
company's homebuilding debt/capitalization ratio declined from 43%
to 29%.

Despite the company's reduced sales concentration in the Baltimore
and Washington D.C. market areas, NVR still relies on those
geographic areas for a substantially larger proportion of its
overall profits.  Although it has been very successful to date in
expanding its business model into other, largely nearby, markets,
Moody's believes that this model may not be transferable into all
markets in which the company might have an interest and may limit
expansion opportunities.  The company does not intend to seek
expansion opportunities in markets where it would be required to
purchase land.  To date, this has not limited expansion
opportunities.

Going forward, the ratings outlook will depend on NVR's
maintaining its strong financial profile, continuing to manage its
share repurchase program in at least a balance sheet neutral
manner, and adding to the size of its equity base.

Headquartered in McLean, Virginia, NVR, Inc., constructs and sells
single-family detached homes, townhouses, and condominium
buildings through three divisions: Ryan Homes, NVHomes, and Fox
Ridge Homes, with 2003 revenues and net income of $3.7 billion and
$420 million, respectively.


OWENS CORNING: Court Approves Comm.'s Limited Retention of NERA
---------------------------------------------------------------
Judge Fitzgerald of the U.S. Bankruptcy Court for the District
finds that the application of the Official Committee of Unsecured
Creditors in the chapter 11 cases of Owens Corning and its debtor-
affiliates is premature, to the extent that National Economic
Research Associates was to provide services regarding criteria in
the trust distribution procedures in connection with objections to
present asbestos personal injury claims, because no Asbestos
Claims Bar Date has been set.

The Court denies NERA's retention for services beyond estimation.  
Judge Fitzgerald directs the Commercial Committee's counsel to
draft and circulate a proposed order on NERA's retention
reflecting the Court's ruling.

                  Futures Representative Objects

According to Sharon M. Zieg, Esq., at Young Conaway Stargatt &
Taylor, LLP, in Wilmington, Delaware, the proposed order fails to
indicate that any testimony to be provided by NERA should be
clearly limited to the services approved by the Order.  In
addition, the proposed order does not mention that the denial of
NERA's retention for services beyond estimation is without
prejudice to renewal only after a bar date is set for present
asbestos personal injury claims.

As reported in the Troubled Company Reporter on March 15, 2004,
the Commercial Committee sought the Court's authority to retain
National Economic Research Associates, Inc., as asbestos claims
consultant, nunc pro tunc to January 9, 2004, pursuant to Sections
1103(a) and 328(a) of the Bankruptcy Code.

The Commercial Committee previously engaged Letitia Chambers of
Chambers Associates, now known as Navigant Consulting, to provide
asbestos claims estimation advice and services.  Ms. Chambers left
Navigant Consulting to take on a high position with the government
of New Mexico.  Because of Ms. Chamber's new employment, the
Commercial Committee determined that it is desirable to supplement
Navigant Consulting with the services of National Economic
Research.

William H. Sudell, Jr., Esq., at Morris, Nichols, Arsht & Tunnell,
in Wilmington, Delaware, informs the Court that the Commercial
Committee selected National Economic Research as an asbestos
claims consultant because of its extensive and diverse experience,
knowledge and reputation in the field of economics, including in
the asbestos claims field, and because the Commercial Committee
believes that National Economic Research is well-qualified to
provide the asbestos claims consulting services and expertise that
are required by the Commercial Committee in these Chapter 11
cases.  National Economic Research's experience includes providing
consulting services, advice and expert testimony on asbestos
claims issues in the bankruptcy proceedings of:

   (1) Babcock & Wilcox Co., et al.,
   (2) National Gypsum Company,
   (3) Combustion Engineering, Inc., and
   (4) Dow Corning.

National Economic Research provides expert services regarding the
exposure to, and the identification and treatment of, asbestos
claims.  National Economic Research is expected to help the
Commercial Committee by:

   (1) estimating costs associated with liquidating future
       asbestos claims;

   (2) estimating the costs under a plan resolving the claims;

   (3) developing claims procedures to be used in financial
       models of payments and assets of a claims resolution
       trust;

   (4) testifying before the Court, if necessary; and

   (5) performing any other necessary services as the Commercial
       Committee or the Commercial Committee's counsel may
       request from time to time with respect to any asbestos-
       related issue.

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


OWENS CORNING: Michael Pope Wants Advisors to Disgorge Fees
-----------------------------------------------------------
In view of Professor Francis McGovern's resignation as Court-
appointed advisor effective June 30, 2004, and upon representation
made by the counsel for C. Judson Hamlin and David Gross that they
are no longer acting in any capacity in the Debtors' bankruptcy
proceedings, Michael Pope withdraws his request for
disqualification and termination as moot.

Mr. Pope, instead, asks the U.S. District Court for the District
of Delaware to:

   (a) require Messrs. Hamlin, Gross and McGovern to disgorge the
       fees they or their firms, Purcell, Ries, Shannon, Mulcahy
       & O'Neill, Budd Larner, P.C., David Gross & Associates, or
       Saiber Schlesinger Satz & Goldstein, LLC, received as
       Court-appointed advisors, consultants or mediators; and

   (b) order Messrs. Hamlin, Gross and McGovern to promptly
       submit their final fee applications, but hold any payment
       in abeyance pending the Bankruptcy Court's adjudication of
       the request for disgorgement.

As reported in the Troubled Company Reporter on July 6, 2004, Mr.
Pope asserted that Messrs. Hamlin, Gross and McGovern should be
disqualified and ordered to disgorge their fees because the United
States Court of Appeals for the Third Circuit ruled that they
operated under serious and substantial conflicts of interests.  
While serving as the District Court's "supposedly" neutral
advisors, they were in fact advocating the interests of future
asbestos claimants in a related proceeding and had an interest in
creating -- and did create -- a precedent that was beneficial to
the future claimants.

Mr. McGovern, who was appointed to serve as advisor and mediator
in the proceedings, failed to disclose his previous and ongoing
close association with Joseph Rice, a domineering figure in many
bankruptcy proceedings.  With Mr. McGovern's assistance, Mr. Rice
engineered settlement agreements that benefit him at the expense
of asbestos personal-injury claimants.

The Third Circuit rules that the conflicts of Messrs. Hamlin,
Gross and McGovern were so serious that they tainted and
ultimately required the recusal of District Judge Wolin.  That
ruling is tantamount to a determination that they breach their
ethical duties as fiduciaries to the Court and to the parties.

According to Mr. Pope, decisional law indicates that
disqualification, termination and disgorgement of fees are the
appropriate remedies where professional persons appointed under
Section 327 of the Bankruptcy Code have conflicts of interest.

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


PARTITIONS PLUS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Partitions Plus of Wilmington, Inc.
        dba Partitions, Inc.
        dba Storm Protection Systems
        5654 Carolina Beach Road
        Wilmington, North Carolina 28412

Bankruptcy Case No.: 04-06776

Type of Business: The Debtor installs interior walls, studs, wall
                  finishes, insulation, ceiling tile, together
                  with interior and exterior stucco finishes, and
                  other related items.
                  See http://www.stormprotectionsystems.com/

Chapter 11 Petition Date: September 1, 2004

Court: Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtor's Counsel: James Oliver Carter, Esq.
                  Carter & Carter, PA
                  408 Market Street
                  Wilmington, NC 28401
                  Tel: 910-763-3626
                  Fax: 910-343-8966

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
L&W Supply Corp.                                      $1,527,665
d/b/a CK Supply
P. O. Box 687
Kannapolis, NC 28082
Attn: Debbie Morse

Curtis E. Palmer              Loan from stockholder     $332,134
5654 Carolina Beach Road
Wilmington, NC 28412

Tucker Materials              Special Forces job        $245,562

Capitol Materials of                                    $185,246
Savannah, Inc.

Special Forces & General      Subcontractor             $135,863
Services LLC

All Interior Supply, Inc.                               $103,783

H & E Equipment Services      Special Forces job        $102,696

Southeastern Architectural    Account                   $100,372

Craco Manufacturing Inc.                                 $92,186

Design Materials Inc.                                    $62,875

Shenandoah Building Supply    Account                    $50,085
Inc.

NES Rentals                   Account                    $39,274

BB&T Bankcard Corp. -         Credit Card                $30,794
Partitions

Neff Rental, Inc.             Account                    $28,659

CM Drywall, LLC               Special Forces job         $25,480

Thomas Rutherfoord, Inc.      Bonding Company            $22,220

Hilti, Inc.                   Special Forces job         $21,594

Excel Builders Inc.           Subcontractor              $20,800

B&H Drywall &/or Charles      Subcontractor              $19,600
"Butch" Hunt

Boozer Lumber                 Special Forces job         $17,318


PAYLESS SHOESOURCE: S&P Lowers Credit Rating One Notch to BB-
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Topeka,
Kansas-based specialty footwear retailer Payless ShoeSource Inc.  
The corporate credit rating was lowered to 'BB-' from 'BB'.  All
ratings were removed from CreditWatch, where they were placed with
negative implications on March 2, 2004.  The outlook is negative.

"The downgrade reflects a continuation of weak operating trends,
resulting in subpar credit protection measures, and our
expectation that Payless will remain challenged to achieve a
sustainable improvement in operating performance due to increased
competition," said Standard & Poor's credit analyst Ana Lai.  "The
ratings reflect Payless' participation in the highly competitive
footwear retailing industry, inconsistent sales performance, and
thin credit protection measures.  These risks are partly offset by
the company's good market position, significant economies of scale
in sourcing and distribution, and adequate financial flexibility."

Although Payless has shown some improvement in the current fiscal
year following a very disappointing fiscal 2003 (ended Jan. 31,
2004), sales trends remain weak and inconsistent over the past few
quarters.  Comparable-store sales declined 0.9% in the second
quarter ended July 31, 2004, reflecting an 8% decline in units
sold, offset by an 8% increase in average retail price.  This
follows a 2.8% increase in the first quarter ended May 1, 2004,
and a 1% decline in the fourth quarter ended Jan 31, 2004.  
Improved inventory management resulted in some recovery of
profitability, however, with operating margins increasing to about
16.7% during the second quarter from 13% a year ago, mainly
reflecting an increase in gross margins to about 31% due to fewer
markdowns.  As a result, EBITDA for second-quarter 2004 was $58
million, versus $35 million in the prior year.

Payless' goal to achieve a 30% gross margin for fiscal 2004
depends on at least low single-digit positive same-store sales for
the remainder of the year.  Standard & Poor's believes that
meeting this goal will be challenging given increased competitive
pressures, particularly from mass merchants such as Wal-Mart
Stores, Inc., and Target Corp.  These mass merchants have been
expanding their store bases at a faster pace and gaining market
share from Payless.  Further, profitability is vulnerable to the
highly promotional footwear retail environment.  Still, the
company remains the largest specialty footwear retailer, and the
chain benefits from an efficient distribution and sourcing
infrastructure.


PEGASUS COMMUNICATIONS: Appeals Nasdaq Delisting Notice
-------------------------------------------------------
Pegasus Communications Corporation (Nasdaq:PGTV) received a Nasdaq
staff determination on September 1, 2004, indicating that the
company has failed to comply with one of the Nasdaq's requirements
for continued listing on the Nasdaq National Market. As a result,
beginning at the opening of trading on September 3, 2004, Nasdaq
will append the character "E" after the company's trading symbol.

On August 30, 2004, the company announced in a Form 8-K filed with
the Securities and Exchange Commission that its independent
accountants had not completed their review procedures with respect
to the company's investment in limited partnership interests in
Pegasus PCS Partners, LP, although the company did not become
aware that the procedures were not completed until two days after
it filed the Form 10-Q with the SEC. According to the Nasdaq staff
determination received by the company, this circumstance is the
equivalent of a delinquent SEC filing, which, in the staff's view,
violates Nasdaq Marketplace rule 4310c(14) and may subject the
company's Class A common stock to delisting from the Nasdaq
National Market.

Pegasus intends to request a hearing before a Nasdaq Listing
Qualifications Panel to review the staff determination. The
company expects that this hearing will take place no later than 45
days from the request for a hearing and that any potential
delisting of its Class A common stock will be stayed pending a
determination of the NASDAQ Listing Qualification Panel. The
company said it expects to reach a conclusion with respect to the
open accounting issue so that its independent accountants can
complete their quarterly review procedures on that issue. On this
basis, Pegasus intends to request the Nasdaq staff to withdraw the
staff determination or request the Listing Qualifications Panel to
permit continued listing of the company's Class A common stock.
There can be no assurance that these requests will be granted.

Pegasus Communications Corporation provides digital satellite
television to rural households throughout the United States. We
are the 10th largest pay television company in the United States
and the only publicly traded cable or satellite company
exclusively focused on service to rural and underserved areas.
Pegasus owns and/or operates television stations affiliated with
CBS, FOX, UPN and The WB networks.

At June 30, 2004, Pegasus Communications Corporation's balance
sheet showed $400,618,000 in total common stockholders' equity.


PENN TRAFFIC: Selling New York Properties for $33.3 Million
-----------------------------------------------------------
The Penn Traffic Company, through Keen Realty, LLC, is marketing
for sale-leaseback these New York Properties in connection with
its plan to emerge from Chapter 11:  

Property Type      Address               Land Size   Building Size
-------------      -------               ---------   -------------
P&C Store          Main Street               13.00          31,942
                   Camden, New York

P&C                Route 5 & Oxbow Road       5.56          50,895       
Shopping Center    Canastota, New York

P&C Store          4410 E. Genesee St.        3.53          24,436
                   Dewitt, New York

P&C Store          Towne Center - Route 5     7.20          62,782
                   Fayetteville, New York

Quality Market     20 Center Street           0.56           8,136
Store              Frewsburg, New York

P&C Store          385 E. Main Street         3.09          38,302
                   Gouverneur, New York

P&C Store          3830 Rome Road             7.70          56,260
                   Pulaski, New York

Quality Market     Randolph Plaza             2.11          17,272
Store              Randolph, New York

P&C Store          87 E. State Street         7.00          33,350
                   Sherill, New York
                                            ------        --------
Total                                        49.75         323,531

Keen advises that the cap rate is 9%.  

"This sale-leaseback is a terrific opportunity for investors to
obtain a quality real estate portfolio with a strong tenant, Penn
Traffic. The reorganized company has new leadership that has
stabilized the company and will grow it into the future," said
Chris Mahoney, Keen Realty's Vice President. "We are encouraging
prospective purchasers to submit their offers as soon as possible,
as the company plans to move quickly with its exit from
bankruptcy." A complete list of locations and offering terms are
available upon request. Interested parties must act immediately.

Keen Realty, LLC is a consulting firm specializing in providing
real estate consulting services to companies and their creditors
in bankruptcy and work-out scenarios. For 22 years, Keen Realty,
LLC solved complex problems and evaluated and sold over 230
million square feet of real estate, leases and businesses in
bankruptcies, workouts and restructurings, and repositioned nearly
13,000 retail properties across the country. Other current and
recent clients of Keen include Arthur Andersen, Cooker
Restaurants, Country Home Bakers, Cumberland Farms, Eddie Bauer,
FILA, Fleming, Huffman Koos, Just for Feet, Parmalat, Pillowtex,
Spiegel, and Warnaco.

For more information regarding these available locations, please
contact:

          Keen Realty, LLC
          60 Cutter Mill Road, Suite 407
          Great Neck, NY 11021
          Telephone: 516-482-2700 x 229
          Fax: 516-482-5764
          e-mail: cmahoney@keenconsultants.com
          http://www.keenconsultants.com/

Headquartered in Rye, New York, Penn Traffic Company distributes
through retail and wholesale outlets. The Group through its
supermarkets carries on the retail and wholesale distribution of
food, franchise supermarkets and independent wholesale accounts.
The Company filed for chapter 11 protection on May 30, 2003
(Bankr. S.D.N.Y. Case No. 03-22945). Kelley Ann Cornish, Esq., at
Paul Weiss Rifkind Wharton & Garrison, represent the Debtors in
their restructuring efforts. When the grocer filed for protection
from their creditors, they listed $736,532,614 in total assets and
$736,532,610 in total debts.


PENN TRAFFIC: Selling Pennsylvania Properties for $17.8 Million
---------------------------------------------------------------
The Penn Traffic Company, through Keen Realty, LLC, is marketing
for sale-leaseback these Pennsylvania Properties in connection
with its plan to emerge from Chapter 11:  

Property Type      Address               Land Size   Building Size
-------------      -------               ---------   -------------
BiLo Store         201 S. White Street        2.68          26,600
                   Brookville, Pennsylvania

BiLo Store         Main Street                5.10          49,403
                   Clarion, Pennsylvania

BiLo               100 N. Main Street         5.58          84,140
Shopping Center    DuBois, Pennsylvania

BiLo Store         Osborne & Conrad Street    1.07          19,152
                   Johnstown, Pennsylvania

P&C Store          410 Elmira Road            7.46          37,915
                   Sayre, Pennsylvania

Quality Markets    9 Leather Street           0.52           7,686
Store              Sheffield, Pennsylvania

BiLo Store         111 W. 13th Street         1.47          14,940
                   Tyrone, Pennsylvania

Quality Markets    28 Railroad Avenue         0.63          16,714
                   Youngsville, Pennsylvania
                                            ------        --------
Total                                        24.51         254,656

Keen advises that the cap rate is 9%.  

"This sale-leaseback is a terrific opportunity for investors to
obtain a quality real estate portfolio with a strong tenant, Penn
Traffic. The reorganized company has new leadership that has
stabilized the company and will grow it into the future," said
Chris Mahoney, Keen Realty's Vice President. "We are encouraging
prospective purchasers to submit their offers as soon as possible,
as the company plans to move quickly with its exit from
bankruptcy." A complete list of locations and offering terms are
available upon request. Interested parties must act immediately.

Keen Realty, LLC is a consulting firm specializing in providing
real estate consulting services to companies and their creditors
in bankruptcy and work-out scenarios. For 22 years, Keen Realty,
LLC solved complex problems and evaluated and sold over 230
million square feet of real estate, leases and businesses in
bankruptcies, workouts and restructurings, and repositioned nearly
13,000 retail properties across the country. Other current and
recent clients of Keen include Arthur Andersen, Cooker
Restaurants, Country Home Bakers, Cumberland Farms, Eddie Bauer,
FILA, Fleming, Huffman Koos, Just for Feet, Parmalat, Pillowtex,
Spiegel, and Warnaco.

For more information regarding these available locations, please
contact:

          Keen Realty, LLC
          60 Cutter Mill Road, Suite 407
          Great Neck, NY 11021
          Telephone: 516-482-2700 x 229
          Fax: 516-482-5764
          e-mail: cmahoney@keenconsultants.com
          http://www.keenconsultants.com/

Headquartered in Rye, New York, Penn Traffic Company distributes
through retail and wholesale outlets. The Group through its
supermarkets carries on the retail and wholesale distribution of
food, franchise supermarkets and independent wholesale accounts.
The Company filed for chapter 11 protection on May 30, 2003
(Bankr. S.D.N.Y. Case No. 03-22945). Kelley Ann Cornish, Esq., at
Paul Weiss Rifkind Wharton & Garrison, represent the Debtors in
their restructuring efforts. When the grocer filed for protection
from their creditors, they listed $736,532,614 in total assets and
$736,532,610 in total debts.


PG&E NATIONAL: Wants Court OK on Project Cos.' Claims Settlement
----------------------------------------------------------------
The Energy Trading Debtors ask the Court to approve their  
settlement agreements with:

   -- former wholly owned subsidiaries of GenHoldings I, LLC:

      (1) Athens Generating Company, LP,
      (2) Covert Generating Company, LLC,
      (3) Harquahala Generating Company, LLC, and
      (4) Millennium Power Partners, LP,

      and

   -- Power Services Company.

Athens, Covert, Harquahala and Millennium operated generating  
facilities, or "Projects," owned by GenHoldings, an indirect,  
wholly owned, non-debtor subsidiary of National Energy & Gas  
Transmission, Inc.

Power Services is a non-debtor subsidiary of NEG.

                      Prepetition Agreements

Before the Petition Date, NEGT Energy Trading - Power, LP,  
entered into an agreement with each of the Project Companies  
relating to the purchase and sale of energy and related  
resources.  Pursuant to the Purchase and Sale Agreements, ET  
Power sold gas and other fuel products to the Projects and  
purchased electric capacity or energy generated by the Projects.   
In July 2003, ET Power informed the Project Companies that it  
would cease performance under the Purchase and Sale Agreements.   
On July 3, 2003, each of the Project Companies, hence, terminated  
its Purchase and Sale Agreement.

In February 2001, NEGT Energy Trading - Gas Corporation entered  
into gas transportation contracts with El Paso Natural Gas  
Company with the intention of assigning the contracts to  
Harquahala at a later date.  ET Gas assigned the El Paso  
Agreements to Harquahala on April 1, 2003.

Each of the Project Companies entered into an agreement with  
Power Services in respect of the operation, maintenance and  
management of the Projects.  Power Services contracted certain  
services under the OMMSAs to ET Power.  ET Power maintains claims  
for reimbursement against the Project Companies for the services.

                       Transfer of Projects

Before the Petition Date, Societe Generale, as Administrative  
Agent for a syndicate of GenHoldings Lenders, agreed to finance  
60% of the estimated $1,700,000,000 construction costs of the  
Projects.  GenHoldings agreed to fund the remaining 40% of the  
construction costs through equity infusions into the Project  
Companies.  NEG guaranteed GenHoldings' obligation to contribute  
equity pursuant to an Amended and Restated Guarantee and  
Agreement, dated March 15, 2002, in favor of Societe Generale.   
GenHoldings made a $450,000,000 initial equity contribution.

NEG made its required equity payments until mid-2002, when its  
credit rating was downgraded.  Due to the downgrade, under the  
GenHoldings credit documents, GenHoldings and NEG were obligated  
to fund 100% of project costs until the equity contribution  
obligation became satisfied.

NEG caused the required equity infusions to be made in August and  
September 2002.  In early October 2002, NEG announced that no  
further payments would be made.

NEG determined that it did not have an interest in the Projects  
worth protecting for its estate and that its interest in the  
Projects were not necessary to a successful reorganization.  On  
March 15, 2004, the Court approved the transfer of the Projects  
to Societe Generale or its designees.  In connection with the  
transfer, Athens, Covert and Harquahala each transferred its  
Project and all related assets, liabilities, rights and  
obligations, to its new wholly owned subsidiary.  The interests  
of the New Subsidiaries, together with the interests in  
Millennium -- the New Project Companies -- were then transferred  
to Societe Generale's designees.  The transfer of the Projects  
have now been completed.  As a result, the New Project Companies  
are no longer affiliated with the NEG Debtors.

              Settlement with the Project Companies

On August 11, 2004, the ET Debtors, along with NEGT  
International, Inc., a non-debtor direct subsidiary of ET  
Holdings, entered into a Settlement Agreement and Mutual Release  
with the Project Companies to resolve all claims relating to:

   * the Purchase and Sale Agreements,
   * the EL Paso Agreements, and  
   * the ET Labor Claims.

The Project Companies agreed to pay the ET Debtors $1,080,000 as  
a final settlement of the disputed matters.  In addition, the ET  
Debtors and the Project Companies mutually release each other  
from any claims they may have against the other with respect to  
the Disputed Matters.

                  Settlement with Power Services

On the same day, the ET Debtors also entered into a Settlement  
Agreement and Mutual Release with Power Services.  The parties  
agreed to mutually release each other from any and all claims,  
including the ET Labor Claims.

              Assignment of Rights and Obligation to
                    the New Project Companies

In view of the transfer of the Projects, Paul M. Nussbaum, Esq.,  
at Whiteford, Taylor & Preston, LLP, in Baltimore, Maryland,  
tells the Court that the rights and obligations of Athens,  
Covert, and Harquahala, including the rights and obligations  
under the Settlement Agreements, have been assigned to and  
assumed by the New Project Companies.

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


QUESTERRE ENERGY: Terrenex Reports on CCAA Plan's Liquidity Option
------------------------------------------------------------------
Terrenex Acquisition Corporation (TXA: TSX-V) reported on the
liquidity option agreement between the Corporation and Questerre
Energy Corporation (TSX: QEC) and its wholly owned subsidiary,
Questerre Beaver River Inc.  

The Agreement was designed to facilitate the corporate
restructuring of QEC and QBR. It provided a financial incentive
for QEC and QBR's unsecured creditors to approve the respective
plans of arrangement for the settlement of all outstanding claims.

Under the Plans proposed by QEC and QBR, unsecured creditors will
receive either the lesser of the amount of their claim or $2,000.
Alternatively, unsecured creditors can elect instead to receive a
cash dividend of $0.05 plus one common share of QEC for each
dollar of their claims. The common shares of QEC will be subject
to a hold period and released in two equal installments on the
four and eight month anniversary of the date the Plans receive
final Court approval. Pursuant to the Agreement, unsecured
creditors who wish to maximize their immediate cash settlement,
will receive an additional $0.07 for each dollar of their claim in
exchange for forgoing the QEC common share they would have
otherwise received.

Terrenex has established a fund to finance this liquidity option
up to a maximum of $668,500, representing the maximum number of
common shares of QEC to be issued under the Plans multiplied by
$0.07. In consideration for providing this liquidity option,
Terrenex will receive 300,000 common shares of QEC. It will also
be issued QEC common shares that, but for the election of the
unsecured creditors to participate in the liquidity option, would
have been issued to the creditors of QBR and QEC. These common
shares that would be issued to Terrenex, will be subject to the
same hold obligations were they issued to the creditors of QBR and
QEC.

The Agreement is subject to the receipt of all regulatory
approvals and the satisfaction of all conditions precedent set
forth in the respective plans of arrangement proposed by QEC and
QBR. The Agreement is deemed a related party transaction as
defined by OSC Rule 61-501. These transactions are exempt from the
valuation and minority approval requirements of OSC Rule 61-501
pursuant to the exemptions contained in sections 5.5(7) and 5.7(5)
of Rule 61-501 in that the transaction is subject to court
approval under bankruptcy or insolvency law.

On August 31, 2004, the Plans were approved by the requisite
majority of the unsecured creditors of QEC and QBR. In accordance
with the Agreement, Terrenex will now acquire up to a maximum of
9,550,000 QEC common shares that would otherwise have been issued
to creditors of QEC and QBR and fund the liquidity option. The
Corporation anticipates completing this acquisition prior to
September 30, 2004.

Prior to the completion of the acquisition of the QEC common
shares pursuant to the Agreement, the Corporation intends to sell
through the facilities of the Toronto Stock Exchange, up to
9,500,000 common shares of QEC. Other than these transactions, the
Corporation has no current intention to increase or decrease its
beneficial ownership of QEC.

Terrenex, directly and indirectly, holds 9,522,421 Common Shares
of QEC, representing approximately 21% of the issued and
outstanding capital. All the Directors of Terrenex serve as
directors or officers of Questerre.

Questerre Energy Corporation is a Calgary-based independent  
resource company actively engaged in the exploration for and  
development, production and acquisition of large-scale natural gas  
projects in Canada.


QUIGLEY COMPANY: Looks to Chapter 11 to Resolve Asbestos Liability
------------------------------------------------------------------
Pfizer Inc and its wholly owned subsidiary, Quigley Company, Inc.,
took steps Friday that, with court approval, they expect will
resolve all pending and future claims against the companies in
which claimants allege personal injury from exposure to Quigley
products containing asbestos, silica, or mixed dust. Quigley was
acquired by Pfizer in 1968 and sold small amounts of products
containing sbestos until the early 1970s.

Pfizer will take a charge of $369 million before-tax ($229 million
after-tax) in the third quarter in connection with these matters.

Specifically, the companies have taken three steps:

    1) Reorganization plan: Quigley will file a Chapter 11
       reorganization plan in the U.S. Bankruptcy Court for the
       Southern District of New York that must be approved by the
       court and confirmed by a vote of 75 percent of the
       claimants.  In connection with that filing, Pfizer has
       entered into settlement agreements with lawyers
       representing more than 80 percent of the individuals
       with claims against the two companies that provide for a
       total of $430 million in payments.

    2) Establishment of Trust: The reorganization plan will
       establish a trust for the payment of all remaining pending
       claims as well as any future claims alleging injury from
       exposure to Quigley products.  Pfizer will contribute $405
       million to the Trust over 40 years through a note, as well
       as approximately $100 million in insurance.  Pfizer will
       also forgive a $30 million loan to Quigley.

    3) Permanent injunction: If approved by the court, the
       reorganization plan will result in a permanent injunction
       directing all future claims alleging personal injury from
       exposure to Quigley products to the Trust.

"The steps we announce today will, with court approval, establish
a responsible and orderly process for the fair payment of these
claims, while at the same time minimizing the costs, risks, and
distractions of litigation that has spanned several decades," said
Jeff Kindler, Executive Vice President and General Counsel,
Pfizer.

As of July 31, Pfizer and Quigley were named, along with numerous
other defendants, in 171,611 lawsuits claiming personal injury
allegedly caused by exposure to asbestos, silica or mixed dust.


QUIGLEY COMPANY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Quigley Company, Inc.
        52 Vanderbilt Avenue
        New York, New York 10017

Bankruptcy Case No.: 04-15739

Type of Business: The Debtor develops, produces and markets a
                  broad range of refractories and related
                  products to customers in the iron, steel,
                  glass and other industries.

Chapter 11 Petition Date: September 3, 2004

Court: Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Debtor's Counsel: Michael L. Cook, Esq.
                  Schulte Roth & Zabel LLP
                  919 Third Avenue
                  New York, New York 10022

Estimated Assets: $155,187,000

Estimated Debts: $141,933,0000

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Ytuarte, Estele               Judgment currently      $2,795,732
Attn: Natalie Duncan, Esq.    on appeal
Baron & Budd, P.C.            
Suite 1100                    
3102 Oak Lawn Ave.
Dallas, Texas 75219

Estate of Luis Ytuarte        Judgment currently      $1,310,745
Attn: Natalie Duncan, Esq.    on appeal
Baron & Budd, P.C.
Suite 1100
3102 Oak Lawn Ave.
Dallas, Texas 75219

Estate of Jerry Freeman       Judgment currently      $1,304,948
Attn: Andy Waters, Esq.       on appeal
Waters and Kraus, LLP
Suite 3000
3219 McKinney Avenue
Dallas, Texas 75204

Geritz, William F.            Settlement of             $665,000
Attn: Matthew E. Kiely, Esq.  litigation
Parker, Dumler & Kiely, LLP
36 S. Charles Street,
Suite 2200
Baltimore, Maryland 21201

Monk, William Lee             Settlement of             $476,000
Attn: Mike Kaeske, Esq.       litigation
Kaeske Law Firm
6301 Gaston Avenue,
Suite 735
Dallas, Texas 75214

Hill, Lester Van              Settlement of             $450,000        
Attn: Steven T. Baron, Esq.   litigation
Silber Pearlman LLP
5th Floor LB 32
2711 North Haskell Avenue,
5th Floor
Dallas, Texas 75204

Anastasio, Edward             Settlement of             $420,000
Attn: Charles Ferguson, Esq.  litigation
Weitz & Luxenberg, P.C.
180 Maiden Lane
New York, New York 10038

Bostic, Timothy               Settlement of             $350,000
Attn: Natalie Duncan, Esq.    litigation
Baron & Budd, P.C.            
3102 Oak Lawn Avenue
Suite 1100
Dallas, Texas 75219

Molinari, George E.           Settlement of             $280,000
Attn: Charles Ferguson, Esq.  litigation
Weitz & Luxenberg, P.C.      
180 Maiden Lane
New York, New York 10038

Curreri, Angelo               Settlement of             $266,000
Attn: Charles Ferguson, Esq.  litigation
Weitz & Luxenberg, P.C.
180 Maiden Lane
New York, New York 10038

Mazza, Vincent J.                                       $238,350

Iacoviello, Vito S.                                     $238,350

Renow, Alex                                             $210,000

Altimore, Louise                                        $210,000

Drummond, James R.                                      $210,000

Lindelsee, Lee                                          $206,500

Mellendorf, Donald                                      $157,500

Kearns, John N.                                         $140,000

Taylor, Robert                                          $140,000

Locke, James                                            $122,500


RCN CORP: Management Estimates Liquidation Value at $646,100,000
----------------------------------------------------------------
To confirm a chapter 11 plan of reorganization, Section 1129(a)(7)
of the Bankruptcy Code requires that each holder of an impaired
allowed claim or interest either:

    (i) accepts the plan or

   (ii) receives or retains under the plan property of a value,
        as of the effective date, that is not less than the
        value the holder would receive or retain if the debtor
        were liquidated under Chapter 7 of the Bankruptcy Code
        on the effective date.  This is sometimes called the
        "Best Interest Test."

RCN Corporation's management, with the assistance of The
Blackstone Group, LP, prepared a liquidation analysis to estimate
the proceeds that would be realized if the Debtors' estates were  
liquidated under Chapter 7.

In a Chapter 7 liquidation, a Chapter 7 trustee is appointed and  
charged with reducing to cash any and all of the Debtors' assets.   
The Chapter 7 trustee would be required to either:

   -- sell the Debtors' cable operating subsidiaries as "going-
      concerns"; or

   -- shut down the Debtors' businesses, file the non-Debtor
      operating subsidiaries in affiliated Chapter 7 cases and
      sell the individual assets of the Debtors.

The gross amount of cash available would be the sum of the  
proceeds from the disposition of the Debtors' assets, including  
cash held by the Debtors at the time of the commencement of the  
hypothetical Chapter 7 case.  This amount is reduced by the  
amount of any claims secured by the assets, the costs and  
expenses of the liquidation, and the additional administrative  
expenses and priority claims that may result from the termination  
of the Debtors' business and the use of Chapter 7 for purposes of  
the hypothetical liquidation.  Any remaining net cash would be  
allocated to creditors and stockholders in strict priority in  
accordance with Section 726 of the Bankruptcy Code.

The Liquidation Analysis is based on these significant  
assumptions:

(A) Net Proceeds

Estimates were made of the cash proceeds that might be realized  
from the liquidation of the Debtors' assets.  The Chapter 7  
liquidation period is assumed to commence on the effective date  
and to average six months following the appointment of a Chapter  
7 trustee.  While some assets may be liquidated in less than six  
months, other assets may be more difficult to collect or sell,  
requiring a liquidation period substantially longer than six  
months.

The Liquidation Analysis assumes that a Chapter 7 trustee would  
elect to shut down certain of the Debtors' markets and sell other  
markets, especially the Debtors' cash-flow positive cable  
operating subsidiaries, as going-concern enterprises.  The  
Debtors conclude that this method of liquidation would maximize  
recoveries.

David McCourt, RCN's Chairman and Chief Executive Officer,  
however, notes that there exists a risk that the Chapter 7  
trustee would not elect to liquidate the operating subsidiaries  
as going-concerns and would instead sell the Debtors' assets in a  
piecemeal fashion.

(B) Costs

The Debtors' costs of liquidation under Chapter 7 would include  
the fees payable to a Chapter 7 trustee, as well as those that  
might be payable to attorneys and other professionals that the  
trustee may engage.  Furthermore, the costs of liquidation would  
include any obligations and unpaid expenses incurred by the  
Debtors during the Chapter 11 cases and allowed in the Chapter 7  
case, like compensation for attorneys, financial advisors,  
appraisers, accountants and other professionals, and costs and  
expenses of members of any statutory committee of unsecured  
creditors appointed by the United States Trustee pursuant to  
Section 1102 of the Bankruptcy Code and any other committee so  
appointed.

(C) Distribution of Net Proceeds

Mr. McCourt points out that any costs, expenses, fees and other  
claims that may arise in a Chapter 7 case would be paid in full  
from the liquidation proceeds before the balance of those  
proceeds would be made available to pay pre and post-Chapter 11  
priority, secured and unsecured claims.  Under the absolute  
priority rule, no junior creditor may receive any distribution  
until all senior creditors are paid in full with interest, and no  
equity holder would receive any distribution until all creditors  
are paid in full.

The Debtors' management and Blackstone estimated the Debtors'  
Chapter 7 Liquidation Value to be $646,100,000.

The management and Blackstone considered the effects that a  
Chapter 7 liquidation would have on the ultimate proceeds that  
would otherwise be available for distribution to creditors in a  
Chapter 11 case, including:

      (i) the increased costs and expenses of a liquidation under
          Chapter 7 arising from fees payable to a trustee and
          the trustee's professional advisors; and

     (ii) the erosion in value of assets in a Chapter 7 case in
          the context of the expeditious liquidation required
          under Chapter 7 and the "forced sale" atmosphere that
          would prevail.  

In this regard, the Debtors believe that the confirmation of  
their Plan would provide each holder of claims or interests with  
a recovery that is not less than the holder would receive  
pursuant to a Chapter 7 liquidation:

                                        Summary of Recoveries
                                     ---------------------------
Description            Class No.    Under the Plan    Chapter 7
-----------            ---------    --------------    ---------
Chapter 11  
Administrative and  
Priority Tax Claims        -           100.0%             100.0%

Other Priority  
Claims                     1           100.0%             100.0%

Bank Claims                2           100.0%             100.0%

Evergreen Claims           3           100.0%             100.0%

Other Secured Claims       4           100.0%             100.0%

RCN General  
Unsecured Claims           5            60.5%               9.4%

Subsidiary General  
Unsecured Claims           6            100%                9.4%

Preferred Interests        7            n.a.                n.a.

Equity Interests           8            n.a.                n.a.

Subordinated Claims        9            n.a.                n.a.

Warrants Interests        10            n.a.                n.a.

The Debtors believe that the value of the distributions from the  
liquidation proceeds to each class of allowed claims in a
Chapter 7 case would be the same or less than the value of  
distributions under the Plan because the distributions in a  
Chapter 7 case may not occur for a substantial period of time.   
Distribution of the liquidation proceeds could be delayed for one  
year or more after the completion of the liquidation to resolve  
the claims and prepare for distributions.  In the event  
litigation were necessary to resolve claims asserted in the  
Chapter 7 cases, the delay could be further prolonged and  
administrative expenses further increased.

The effects of the delay on the value of distributions under the  
hypothetical liquidation have not been considered.

The Liquidation Analysis does not include:

   -- liabilities that may arise as a result of potential
      litigation, certain new tax assessments or other potential
      claims; and

   -- potential recoveries from avoidance actions.  

The actual liquidation value of the Debtors could vary materially  
from the estimates provided.

                       Allocation of Proceeds
                          ($ in million)

                                   Estimated  Estimated      %
                                     Claim    Recovery   Recovery
                                   ---------  ---------  --------
Chapter 7 Administrative Claims
   Trustee Fees                        $19.4      $19.4    100.0%
   Chapter 7 Professional Fees          10.0       10.0    100.0%
   Wind-down Costs                      45.8       45.8    100.0%
                                   ---------  ---------  --------
   Total Administrative Claims         $75.2      $75.2    100.0%
                                   =========  =========  ========

Proceeds Available for Payment  
of Remaining Claims                              $571.0

Secured Claims
   Bank Claims                        $408.0     $408.0    100.0%
   Evergreen Claims                     33.5       33.5    100.0%
                                   ---------  ---------  --------
Total Secured Claims                  $441.5     $441.5    100.0%
                                   =========  =========  ========

Proceeds Available for Payment
of Remaining Claims                              $129.5

Priority Claims
   Priority Taxes                      $10.0      $10.0    100.0%
                                   ---------  ---------  --------
Total Priority Claims                  $10.0      $10.0    100.0%
                                   =========  =========  ========

Proceeds Available for Payment  
of Remaining Claims                              $119.5

Unsecured Claims
   Senior Notes                     $1,188.5     $112.0      9.4%
   General Unsecured Claims             80.0        7.5      9.4%
                                   ---------  ---------  --------
Total Unsecured Claims              $1,268.5     $119.5      9.4%
                                   =========  =========  ========

Proceeds Available for  
Distribution to Equity                             $0.0


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)


RYLAND: Moody's Affirms Low-B Ratings & Raises Sr. Implied to Baa3
------------------------------------------------------------------
Moody's Investors Service raised the senior implied rating of The
Ryland Group, Inc., to Baa3 from Ba1.  At the same time, Moody's
confirmed Ryland's issuer rating and ratings on its senior notes
at Ba1 and rating on its senior subordinated notes at Ba2.  The
company's ratings are taken off review for upgrade, where they had
been put on April 14, 2004, and the ratings outlook is stable.

The upgrade to the senior implied rating reflects:

   * the continuing improvement in the company's financial
     profile,

   * a highly disciplined growth strategy that avoids
     acquisitions,

   * a conservative land policy,

   * tight cost controls, and

   * strong liquidity.

At the same time, the ratings consider the size of The Ryland
Group, Inc., relative to its peer group, the ongoing share
repurchase program, and the cyclical nature of the homebuilding
industry.

The upgrade was limited at this time to Ryland's senior implied
rating because the company's bank credit facility is structurally
senior to its publicly-rated senior notes and senior subordinated
notes.  The bank credit facility (which Moody's does not rate)
carries the guarantees of Ryland's operating subsidiaries; the
publicly rated notes do not.  Going forward, consideration for an
upgrade of the company's publicly rated notes will rest on
elimination of their structural subordination to the bank debt.

The stable outlook reflects Moody's expectation that Ryland will
continue to maintain capital structure discipline while pursuing
its expansion opportunities.

The ratings actions for Ryland are:

   -- Senior implied rating is raised to Baa3, from Ba1;

   -- Senior unsecured issuer rating is confirmed at Ba1;

   -- $100 million of 8% senior notes due 8/15/2006 is confirmed
      at Ba1;

   -- $150 million of 5.375% senior notes due 6/1/2008 is
      confirmed at Ba1;

   -- $147 million of 9.75% senior notes due 9/01/2010 is
      confirmed at Ba1;

   -- $143.5 million of 9.125% senior subordinated notes due
      June 15, 2011 is confirmed at Ba2.

The company's financial results and profile have shown sustained
improvement in recent years.  At the same time as it has been
reducing its homebuilding debt leverage (debt/cap and debt/EBITDA)
to among the lowest in its peer group, Ryland has managed to
increase its returns (ROE and ROA) to among the best in its group.  
For the year ended December 31, 2003, Ryland lowered its debt/cap
to 39.6% and debt/EBITDA to 1.1x while raising its ROA
(EBIT/Assets) to 22.2% and its ROE to 29.3%.  EBIT interest
coverage was a strong 8.3x as compared to 7.5x in the prior year.  
Margins, which were among the few metrics in which Ryland tended
to lag its peer group in the past, have improved dramatically.  
From 1998 through 2003, gross margins have improved in an unbroken
string, from 15.7% to 22.0%, while EBITDA margins have increased
from 7.9% to 14.0%, putting Ryland near the middle of its new
investment grade peer group.

The company has had seven consecutive years of revenue and
earnings growth, like many others in the homebuilding industry.  A
key difference, however, is that Ryland's growth was all organic,
which reflected a conscious management decision to de-emphasize
acquisitions, concentrate on internal growth, and manage the
balance sheet so as to continue reducing its debt leverage.

Ryland has a conservative land policy, very much in keeping with
its growth policy.  The years' supply of lots owned is the lowest
in the homebuilding industry, and inventory turnover is the
highest in the industry (in both cases, excluding NVR, which
operates under a different model).  The company's cost controls
are strong as well.  Its SG&A/revenue ratio is one of the lowest
in the industry.

Liquidity is very strong, as cash on hand at June 30, 2004 (its
seasonal peak period of working capital usage) was $40 million
while drawings under the company's $500 million revolver were
zero.  In addition, Ryland's assets are unencumbered, substantial
headroom exists under its financial covenants, and the company
faces no significant debt maturities before 2006.

At the same time, Ryland's ratings reflect its relatively small
net worth compared to most of its Ba1 and investment grade
competition and the ongoing share repurchase program, which tends
to limit the growth in the equity base somewhat.  For the five-
year period ended December 31, 2003, Ryland repurchased
approximately $325 million of its common shares, which represented
approximately 39% of its year-end 2003 net worth of $824 million.

Going forward, consideration for an improvement in the company's
outlook and ratings will include its maintaining its strong
financial profile while boosting the size of its equity base.
Factors that might stress the outlook and ratings include any
actions or transactions that would decapitalize or stress the
balance sheet, including a major share repurchase program, a large
impairment charge, or accelerated growth financed largely with
debt.

Headquartered in Calabasas, California and founded in 1967, The
Ryland Group, Inc. is one of the nation's leading builders of
single family homes, currently operating in 27 markets across the
United States, with 2003 revenues and net income of $3.4 billion
and $242 million, respectively.


SK GLOBAL: Confirmation Objections Must be Filed by Wednesday
-------------------------------------------------------------
Objections, if any, to confirmation of the Plan of Liquidation of
SK Global America, Inc. and its debtor-affiliates must be filed
with the U.S. Bankruptcy Court for the Southern District of New
York before 5:00 p.m. on Wednesday, September 8, 2004.  

Confirmation objections must:

     (i) be in writing;

    (ii) state with particularity the grounds and all evidences to
         support the objections; and

   (iii) be filed electronically with the Clerk of Court, with a
         courtesy copy delivered to Judge Blackshear's Chambers;
         and

    (iv) be served on:

         *  Attorneys for the Debtors
            Togut Segal & Segal, LLP           
            One Penn Plaza, Suite 3335
            New York, New York, 10119
            Attn: Scott E. Ratner, Esq.

         *  Attorneys for SK Networks, Co., Ltd.
            Cleary Gottlieb Steen & Hamilton
            One Liberty Plaza
            New York, New York, 10006
            Attn: James L. Bromley, Esq.

         *  Attorneys for Cho Hung Bank
            McDermott, Will & Emery
            Rockefeller Plaza
            New York, New York, 10020
            Attn: Stephen Selbst, Esq.

         *  Attorneys for Korea Exchange Bank
            Nixon Peabody, LLP
            437 Madison Avenue
            New York, New York, 10022
            Attn: William S. Thomas, Esq.

         *  Office of the United States Trustee
            33 Whitehall Street, 21st Floor
            New York, New York, 10004
            Attn: Greg M. Zipes

As reported in the Troubled Company Reporter on July 1, 2004,
embodied in the Plan, Moon Ho Kim, SK Global's President and
Treasurer explains, are various compromises, settlements and
concessions, which will result in creditors achieving a greater
and more expeditious recovery than would otherwise be available
under an alternative plan of reorganization or in a Chapter 7
liquidation.  The Plan is intended to resolve all Claims against,
and Equity Interests in, the Debtor, and provides a mechanism
for the liquidation of all the Debtor's remaining assets and
the Distribution of the proceeds to the Debtor's Creditors.
The Plan contemplates the wind down of the Debtor's remaining
operations, the liquidation of certain assets and distribution
of Cash proceeds to certain Creditors.

The Plan resolves disputes and avoids costly litigation over
the extent and validity of the Secured Claims asserted by Cho
Hung and KEB.  In addition to satisfying the Secured Claims held
by Cho Hung and compromising and settling the Junior Secured
Claims held by KEB, the Plan provides for a 100% Distribution,
in Cash, to holders of Allowed Administrative Expense Claims,
Allowed Priority Claims and Allowed General Unsecured Claims.
The Plan further contemplates the transfer of the Debtor's
remaining assets to a liquidating trust to be formed and
administered for the benefit of the Allowed Unsecured Liquidating
Trust Claims and, to the extent applicable, Allowed KEB Junior
Secured Claims.  Upon the liquidation or transfer of its assets,
the Debtor will dissolve in accordance with applicable state law.

                        Debtor's Assets

Under the Plan, all of the Debtor's assets will be utilized to
make the Distributions to Creditors.  The assets include the
Debtor's Cash, accounts receivable and inventory.  The assets
under the Plan dedicated for Distributions to Creditors will be
administered, liquidated and distributed either by the Debtor or
through the Creditor Trust established as of the Effective Date.

Substantially all of the Debtor's assets, except Cash on hand as
of the Petition Date to the extent not traceable as proceeds, are
subject to the Liens held by Cho Hung and KEB.  In accordance
with the terms and conditions of the Plan, Cho Hung, as holder of
a first priority Secured Claim with Liens on substantially all of
the Debtor's assets, will receive $89 million in Cash, plus
interest, on the Effective Date.

KEB, on the other hand, asserts Secured Claims of $77.4 million
against the Debtor.  As part of a compromise and settlement
reached with KEB concerning the extent and validity of its
Secured Claim, KEB will receive a $55 million distribution in
Cash, payable in three equal installments.

The Debtor will use its remaining Cash to:

   (a) fully satisfy Allowed Administrative Expense Claims,
       Allowed Priority Claims, and Allowed General Unsecured
       Claims, estimated at $11.6 million; and

   (b) provide initial funding for the Creditor Trust, which will
       be created on the Effective Date for the benefit of
       holders of Allowed Claims in Classes 5, 6, 7 and 8, and,
       to the extent applicable, Classes 1, 3 and 4.

According to Mr. Moon, the Plan contemplates the liquidation of
the Debtor's remaining assets through the Creditor Trust and
Distributions of the proceeds of the liquidation to:

   -- fully satisfy KEB, on account of the second and third
      installments due on the Allowed KEB Junior Secured Claims,
      or to reimburse SK Networks to the extent it makes any of
      the installment payments due KEB; and

   -- satisfy, on a pari passu basis, the outstanding principal
      balance of FRN Unsecured Claims, Unsecured Bank Claims, SK
      Group Trade Claims and SKN Trade Claims.

FRN Unsecured Claims refer to the Claims acquired by SK Networks
against the Debtor, arising from the Debtor's issuance of
"floating rate notes.

Unsecured Bank Claims refer to the Foreign Unsecured Bank Claims
and the Korean Unsecured Bank Claims.

SK Group Trade Claims refer to all Claims held against the Debtor
by members and affiliates of the SK Group, other than SK Networks
and its subsidiaries, arising from the provision of goods or
services to the Debtor before the Petition Date.

SKN Trade Claims refer to all Claims held against the Debtor by
SK Networks arising from the provision of goods or services to
the Debtor before the Petition Date.

Holders of SKN Affiliate Trade Claims and Equity Interests in the
Debtor will receive no Distributions under the Plan.

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 AMERICA: Creditors' Ballots Must be in by Wednesday
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
set Wednesday, September 8, 2004, as the last day by which
creditors' ballots accepting or rejecting the Plan of Liquidation
of SK Global America, Inc. and its debtor-affiliates, must be
received the Debtors' Voting Agent, Bankruptcy Service, LLC.  
Ballots must be delivered to:

   (1) If by overnight courier or personal delivery:

       SK Global Solicitation Agent
       Bankruptcy Services, LLC
       757 Third Avenue, 3rd Floor
       New York, New York 10017

   (2) If by regular mail:

       SK Global Solicitation Agent
       P.O. Box 5014
       FDR Station  
       New York, New York 10017
      
As reported in the Troubled Company Reporter on July 1, 2004,
embodied in the Plan, Moon Ho Kim, SK Global's President and
Treasurer explains, are various compromises, settlements and
concessions, which will result in creditors achieving a greater
and more expeditious recovery than would otherwise be available
under an alternative plan of reorganization or in a Chapter 7
liquidation.  The Plan is intended to resolve all Claims against,
and Equity Interests in, the Debtor, and provides a mechanism
for the liquidation of all the Debtor's remaining assets and
the Distribution of the proceeds to the Debtor's Creditors.
The Plan contemplates the wind down of the Debtor's remaining
operations, the liquidation of certain assets and distribution
of Cash proceeds to certain Creditors.

The Plan resolves disputes and avoids costly litigation over
the extent and validity of the Secured Claims asserted by Cho
Hung and KEB.  In addition to satisfying the Secured Claims held
by Cho Hung and compromising and settling the Junior Secured
Claims held by KEB, the Plan provides for a 100% Distribution,
in Cash, to holders of Allowed Administrative Expense Claims,
Allowed Priority Claims and Allowed General Unsecured Claims.
The Plan further contemplates the transfer of the Debtor's
remaining assets to a liquidating trust to be formed and
administered for the benefit of the Allowed Unsecured Liquidating
Trust Claims and, to the extent applicable, Allowed KEB Junior
Secured Claims.  Upon the liquidation or transfer of its assets,
the Debtor will dissolve in accordance with applicable state law.

                        Debtor's Assets

Under the Plan, all of the Debtor's assets will be utilized to
make the Distributions to Creditors.  The assets include the
Debtor's Cash, accounts receivable and inventory.  The assets
under the Plan dedicated for Distributions to Creditors will be
administered, liquidated and distributed either by the Debtor or
through the Creditor Trust established as of the Effective Date.

Substantially all of the Debtor's assets, except Cash on hand as
of the Petition Date to the extent not traceable as proceeds, are
subject to the Liens held by Cho Hung and KEB.  In accordance
with the terms and conditions of the Plan, Cho Hung, as holder of
a first priority Secured Claim with Liens on substantially all of
the Debtor's assets, will receive $89 million in Cash, plus
interest, on the Effective Date.

KEB, on the other hand, asserts Secured Claims of $77.4 million
against the Debtor.  As part of a compromise and settlement
reached with KEB concerning the extent and validity of its
Secured Claim, KEB will receive a $55 million distribution in
Cash, payable in three equal installments.

The Debtor will use its remaining Cash to:

   (a) fully satisfy Allowed Administrative Expense Claims,
       Allowed Priority Claims, and Allowed General Unsecured
       Claims, estimated at $11.6 million; and

   (b) provide initial funding for the Creditor Trust, which will
       be created on the Effective Date for the benefit of
       holders of Allowed Claims in Classes 5, 6, 7 and 8, and,
       to the extent applicable, Classes 1, 3 and 4.

According to Mr. Moon, the Plan contemplates the liquidation of
the Debtor's remaining assets through the Creditor Trust and
Distributions of the proceeds of the liquidation to:

   -- fully satisfy KEB, on account of the second and third
      installments due on the Allowed KEB Junior Secured Claims,
      or to reimburse SK Networks to the extent it makes any of
      the installment payments due KEB; and

   -- satisfy, on a pari passu basis, the outstanding principal
      balance of FRN Unsecured Claims, Unsecured Bank Claims, SK
      Group Trade Claims and SKN Trade Claims.

FRN Unsecured Claims refer to the Claims acquired by SK Networks
against the Debtor, arising from the Debtor's issuance of
"floating rate notes.

Unsecured Bank Claims refer to the Foreign Unsecured Bank Claims
and the Korean Unsecured Bank Claims.

SK Group Trade Claims refer to all Claims held against the Debtor
by members and affiliates of the SK Group, other than SK Networks
and its subsidiaries, arising from the provision of goods or
services to the Debtor before the Petition Date.

SKN Trade Claims refer to all Claims held against the Debtor by
SK Networks arising from the provision of goods or services to
the Debtor before the Petition Date.

Holders of SKN Affiliate Trade Claims and Equity Interests in the
Debtor will receive no Distributions under the Plan.

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.


SPHERION: Moody's Withdraws Single-B Ratings Following Redemption
-----------------------------------------------------------------
Moody's Investors Service has withdrawn the ratings of Spherion
Corporation to reflect the redemption of the company's rated debt
securities.

These ratings have been withdrawn:

   * $89.6 million convertible subordinated notes due 2005,
     previously rated B2 (withdrawn as of August 27, 2004);

   * Senior Implied, rated Ba3;

   * Issuer Rating, rated B1.

Moody's withdrawal of Spherion Corporation's ratings reflects the
company's redemption of its rated debt with proceeds from the sale
of its discontinued operations and an expansion of its current
credit facility.

Spherion Corporation is primarily a staffing and professional
recruitment company with headquarters in Ft. Lauderdale, Florida.


SOLUTIA INC: Court Approves Joint Prosecution/Defense Agreement
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the Joint Prosecution/Defense Agreement among Solutia,
Inc., Monsanto Company and Pharmacia Corporation.

Solutia, Inc., Monsanto Company and Pharmacia Corporation have
historically cooperated with each other in the prosecution and
defense of these environmental matters:

    (1) United States v. Pharmacia Corporation, No. 99-63-GPM
        (S.D. Ill.);

    (2) Pharmacia Corporation. v. Clayton Chemical Acquisition,
        LLC, No. 02-CV-428-MJR (S.D. Ill.);

    (3) Solutia, Inc., v. McWane, Inc., No. CV-03-PWG-1345-E
        (N.D. Ala.); and

    (4) Allocation pursuant to a certain "Area 2 Sites Revised and
        Amended RI/FS Participation Agreement."

The cooperation included the sharing of privileged material in
furtherance of the Companies' joint defense or joint prosecution
of the Environmental Matters.

As reported in the Troubled Company Reporter on August 16, 2004,
Husch & Eppenberger, LLC, has represented or is currently
representing one or more of the Companies in the Environmental
Matters.  Husch also represented the Companies in various other
legal matters.

              The Joint Prosecution/Defense Agreement

Because the Environmental Matters present legal and factual issues
common to the Companies, Solutia, Monsanto and Pharmacia want to
continue cooperating in the prosecution and defense of the
Environmental Matters.  The Companies want to share confidential
information concerning the Environmental Matters while maintaining
the privileged and confidential nature of the shared information
with respect to third parties.  Ms. Labovitz asserts that the
contemplated cooperation will reduce Solutia's total legal costs
associated with the prosecution and defense of the Environmental
Matters because the Companies will be able to avoid duplicative
work.

On July 9, 2004, Solutia, Pharmacia, Monsanto and Husch
memorialized their agreement with respect to cooperating in the
joint prosecution or joint defense of the Environmental Matters by
entering into a Joint Prosecution/Defense Agreement.

                          Settlements

Ms. Labovitz relates that the Companies share the ultimate goal of
reaching successful settlement of the Environmental Matters.  
Thus, pursuant to the Joint Prosecution/Defense Agreement, the
Companies agree that, with respect to all Environmental Matters to
which more than one Company is a party, the Companies will meet to
(i) develop a strategy regarding settlements in the Environmental
Matters and (ii) jointly select a settlement liaison counsel who
will implement the agreed settlement strategy after obtaining the
consent of all the Companies' counsel.

Ms. Labovitz clarifies that the Joint Prosecution/Defense
Agreement will not force Solutia to follow a particular settlement
strategy.  If any Company becomes dissatisfied with the settlement
procedures or their implementation, and the Companies are unable
to resolve the dispute after meeting and conferring in good faith,
then each Company will be free to pursue settlement discussions on
its own behalf without consultation with the other Companies.

The successful settlement or joint prosecution of the
Environmental Matters has the potential to bring a monetary
recovery to Solutia's estate.  Any proceeds recovered from the
Environmental Matters will be deposited in an interest bearing
escrow or trust account.  The proceeds will ultimately be
distributed pursuant to written allocation agreement among the
Companies, if any, or otherwise after the final determination by a
court of competent jurisdiction as to the distribution of the
proceeds among the Companies.

                 Legal Representation and Expenses

In connection with the Joint Prosecution/Defense Agreement,
Solutia will retain new counsel in the Environmental Matters,
which will be substituted for Husch.  Solutia agrees that Husch
may continue to represent Monsanto and Pharmacia in the
Environmental Matters.  Husch will provide copies of the joint
Solutia and Pharmacia files to Solutia's new counsel, and
cooperate in effecting a smooth transition in Solutia's
representation.

Mr. Labovitz discloses that Solutia will not be responsible for
paying any legal fees of Monsanto or Pharmacia.  Each Company will
bear its own attorney and other legal fees and, to the extent a
Company wishes to rely on another Company's expert witness, each
Company will bear its proportional cost of the experts' fees.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a  
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  (Solutia Bankruptcy News,
Issue No. 21; Bankruptcy Creditors' Service, Inc., 215/945-7000)


TALCOTT NOTCH: S&P Affirms BB- Rating on Class A-4 Notes
--------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
A-3B and A-3L notes issued by Talcott Notch CBO I Ltd., a high-
yield arbitrage CBO transaction managed by General Re-New England
Asset Management, on CreditWatch with positive implications.  At
the same time, the ratings on the class A-1L, A-2L, and A-4 notes
are affirmed based on the credit enhancement available to support
the notes.

The ratings on the class A-3B, A-3L, and A-4 notes were previously
lowered Jan. 8, 2003 and Aug. 25, 2003.

The CreditWatch placements reflect factors that have positively
affected the credit enhancement available to support the A-3B and
A-3L notes since the last rating action in August 2003.  The
primary factor was an increase in the level of
overcollateralization available to support the notes.

Standard & Poor's will be reviewing the results of current cash
flow runs generated for Talcott Notch CBO I Ltd. to determine the
level of future defaults the rated notes can withstand under
various stressed default timing and interest rate scenarios, while
still paying all of the interest and principal due on the notes.  
The results of these cash flow runs will be compared with the
projected default performance of the performing assets in the
collateral pool to determine whether the ratings currently
assigned to the notes remain consistent with the credit
enhancement available.
   
             Ratings Placed on Creditwatch Positive
   
                    Talcott Notch CBO I Ltd.
   
                                Rating
                  Class   To              From
                  -----   --              ----
                  A-3B    AA-/Watch Pos   AA-
                  A-3L    AA-/Watch Pos   AA-
    
                        Ratings Affirmed
   
                    Talcott Notch CBO I Ltd.
   
                         Class   Rating
                         -----   ------
                         A-1L    AAA
                         A-2L    AAA
                         A-4     BB-
    
Transaction Information

Issuer:              Talcott Notch CBO I Ltd.
Co-issuer:           Talcott Notch CBO I Ltd. (Delaware)
                     Corp.
Underwriter:         Bear Stearns Cos. Inc.
Trustee:             JPMorgan Chase
Transaction type:    Arbitrage Corporate HY CBO
    
    Tranche                     Initial   Prior     Current
    Information                 Report    Action    Action
    -----------                 -------   ------    -------
    Date (MM/YYYY)              1/2000    8/2003    9/2004

    Cl. A-1L note rtg.          AAA       AAA       AAA
    Cl. A-2L note rtg.          AAA       AAA       AAA
    Cl. A-3B note rtg.          AAA       AA-       AA-/Pos
    Cl. A-3L note rtg.          AAA       AA-       AA-/Pos
    Sr. class A O/C ratio       133.39%   119.6%    131.1%
    Sr. class A O/C ratio min.  120.0%    120.0%    120.0%
    Cl. A-4 note rtg.           A-        BB-       BB-
    Cl. A O/C ratio             122.3%    109.7%    115.5%
    Cl. A O/C ratio min.        110.0%    110.0%    110.0%
    
      Portfolio Benchmarks                        Current
      --------------------                        -------
      S&P wtd. avg. rtg. (excl. defaulted)        B+
      S&P default measure (excl. defaulted)       3.70%
      S&P variability measure (excl. defaulted)   2.23%
      S&P correlation measure (excl. defaulted)   1.19%
      Oblig. rtd. 'BBB-' and above                15.02%
      Oblig. rtd. 'BB-' and above                 42.61%
      Oblig. rtd. in 'CCC' range                  9.15%
      Oblig. rtd. 'CC', 'SD', or 'D'              14.11%
          
              S&P Rated   Current
              O/C (ROC)   Rating Action
              ---------   -------------
              Cl. A-1L    377.82% (AAA)
              Cl. A-2L    153.57% (AAA)
              Cl. A-3B    107.47% (AA-/Watch Pos)
              Cl. A-3L    107.47% (AA-/Watch Pos)
              Cl. A-4     104.89% (BB-)
    
For information on Standard & Poor's CDO Portfolio Benchmarks and
Rated Overcollateralization -- ROC -- Statistic, see "ROC Report
August 2004," published on RatingsDirect, Standard & Poor's Web-
based credit analysis system, and on the Standard & Poor's Web
site at http://www.standardandpoors.com/ Go to "Credit Ratings,"  
under "Browse by Business Line" choose "Structured Finance," and
under Commentary & News click on "More" and scroll down to the
desired article.


TECHNEGLAS INC: Files for Chapter 11 Protection in S.D. Ohio
------------------------------------------------------------
Techneglas, Inc., a subsidiary of Nippon Electric Glass Co. of
Japan, filed for Chapter 11 protection in the United States
Bankruptcy Court for the Southern District of Ohio.

On August 5, Techneglas said it would cease manufacturing
operations in its three North American operations in Columbus,
Perrysburg and Pittston, Pennsylvania.  The Pittstone plant closed
on Aug. 3 laying off more than 600 employees. The Company
continues to wind-down its operations blaming a decline in demand
for glass television screens due to a high demand in new
technologies like plasma, LCD and projection sets.

Techneglas also has begun negotiations with its union, Glass,
Molders, Potters, Plastics and Allied Workers, in Columbus and
Pittston, over severance and health benefits, a Tribune Business
News report said.

The status of health and retirement benefits remains uncertain for
many workers, according to officials with the Columbus union.

Headquartered in Columbus, Ohio, Techneglas, Inc. --
http://www.techneglas.com/-- a subsidiary of Nippon Electric  
Glass Co. of Japan, manufactures television glass -- CRT panels,
CRT funnels, solder glass and specialty glass -- dopant sources,
glass resins and specialty bulbs. The Company filed for chapter 11
protection on September 1, 2004 (Bankr. S.D. Ohio Case No. 04-
63788). Brenda K. Bowers, Esq. and Robert J. Sidman, Esq. at
Vorys, Sater, Seymour and Pease LLP, and Lisa M. Diem, Esq. at
Kegler Brown Hill & Ritter, represent the Debtor in its
restructuring efforts. When the Company filed for chapter 11
protection, it listed more than $100 Million in estimated total
assets and debts.


TECHNEGLAS INC: Case Summary & 43 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Techneglas, Inc.
             727 East Jenkins Avenue
             Columbus, Ohio 43207

Bankruptcy Case No.: 04-63788

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Nippon Electric Glass America, Inc.        04-63847
      Nippon Electric Glass Ohio, Inc.           04-63851

Type of Business: The Debtor manufactures television glass - CRT
                  panels, CRT funnels, solder glass and specialty
                  glass - dopant sources, glass resins and
                  specialty bulbs.
                  See http://www.techneglas.com/

Chapter 11 Petition Date: September 1, 2004

Court: Southern District of Ohio (Columbus)

Judge: John E. Hoffman Jr.

Debtors' Counsels: Brenda K. Bowers, Esq.
    Robert J. Sidman, Esq.
                   Vorys, Sater, Seymour and Pease LLP
                   52 East Gay Street
                   P.O. Box 1008
                   Columbus, OH 43215-1008
                   Tel: 614-464-6290

                           -- and --

                   Lisa M. Diem, Esq.
                   c/o Kegler Brown Hill & Ritter
                   Capitol Square, Suite 1800
                   65 East State Street
                   Columbus, OH 43215
                   Tel: 614-462-5400
                   Fax: 614-464-2634

                            Estimated Assets    Estimated Debts
                            ----------------    ---------------
Techneglas, Inc.            More than $100 M   More than $100 M
Nippon Electric Glass         $10 M to $50 M      $1 M to $10 M
America, Inc.
Nippon Electric Glass         $10 M to $50 M     $10 M to $50 M
Ohio, Inc.

A. Techneglas, Inc.'s 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
The Bank of Tokyo-Mitsubishi  Bank Loan              $30,439,667
Ltd.                          (guaranteed by
Japanese Corporate Finance    Nippon Electric
227 West Monroe St.,          Glass, Inc.)
Ste. 2300
Chicago, Illinois 60606

Sumitomo Mitsui Banking       Letter of Credit       $18,500,000
Corporation
277 Park Avenue
New York, NY 10172

Omni Oxide LLC                 Trade                    $225,252

EXEL Transportation Services   Trade                    $126,910

Hammond Lead Product Inc.      Trade                     $96,532

BOC Gases                      Trade                     $83,701

Air Products and Chemicals,   Trade                      $79,877
Inc.

Osram Sylvania Inc. SPL       Trade                      $70,898

EW Bowman Inc.                Trade                      $54,889

Unimin Corp. SPL              Trade                      $51,302

American Minerals Inc.        Trade                      $45,476

Industrial Corp.              Trade                      $45,218

Armand Products Co.           Trade                      $44,611

Chori America Inc.            Trade                      $37,715

Scioto Packing Inc.           Trade                      $36,978

Pacific Industrial            Trade                      $32,231
Development Corp.

Packaging Corp. of America    Trade                      $30,709

Feldspar Corp.                Trade                      $30,341

TIPP Machine & Tools Inc.     Trade                      $29,224

Pension Benefit Guaranty      Trade                      Unknown
Corp.

B. Nippon Electric Glass America's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Nippon Electric Glass Co.     Trade debt              $5,545,355
Ltd.
I-14, Miyahara 4 Chome
Yodoga Wa-Ku, Osaka
Japan 532-0003

Fujimi Corporation            Trade debt                $500,601
11200 SW Leveton Dr.
Tualatin, OR 97062

Hess Pumice Products          Trade debt                $109,245

NEG (Malaysia)                Trade debt                 $79,727

CBC (America) Corp.           Trade debt                 $49,566

Unichem, Inc.                 Trade debt                 $34,741

Bank One                      Trade debt                 $20,046

KWE, Inc.                     Trade debt                 $19,148

GBC-General Binding Corp.     Trade debt                  $9,809

Power Sprays Ltd.             Trade debt                  $6,610

Optical Society of America    Trade debt                  $3,800

Koch Logistics/Koch & Sons,   Trade debt                  $3,309
Inc.

Freight Exchange, Inc.        Trade debt                  $2,575

Watkins Motor Lines, Inc.     Trade debt                  $2,380

McGraw-Hill Companies         Trade debt                  $2,119

Euro Marble & Granite, Inc.   Trade debt                  $1,520

Chris Truck Lines             Trade debt                  $1,275

Aries Freight Systems, LP     Trade debt                  $1,250

Custom Manufacturing Company  Trade debt                  $1,125

Bulkmatic Transport Co.       Trade debt                    $963

C. Nippon Electric Glass Ohio's 3 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Japan Bank for                Loan                    $4,551,030
International Cooperation
4-1, Ohtemachi 1-Chrome
Chiyoda-ku, Tokyo 100-8144
Japan

Thomson, Inc.                 Trade Debt                 $53,040

Transportes Juan Carlos       Trade Debt                    $210
de Mexicali, SA de CV


US AIRWAYS: James Schear Returns as New Restructuring VP
--------------------------------------------------------
James P. Schear will return to US Airways in a new role as vice
president of restructuring, effective immediately.

Mr. Schear will report directly to US Airways President and Chief
Executive Officer Bruce R. Lakefield. He will handle the company's
organizational re-engineering responsibilities and priorities as
identified by the senior management team. He also will work with
members of management, employee task forces, advisors and partners
to ensure that the company operates as efficiently as possible,
and assist in transforming the processes and programs that follow
best practices and new industry efficiencies.

"Jim is a man with a wide range of credentials and experience,
both in the private sector and in government. He is a natural
leader and has in-depth knowledge of US Airways, and will be a
great asset to our management team," said Mr. Lakefield.

Mr. Schear joins US Airways from the FAA's Air Traffic
Organization, where he was vice president of safety, responsible
for safety direction and assurance in all facets of the National
Airspace System and international leadership of the FAA's global
safety efforts.

He also was deputy for aviation operations for the Transportation
Security Administration. In that role, he was responsible for an
operational chain of 159 Federal Security Directors, and managed
over 60,000 employees at 440 airports.

Mr. Schear started his aviation career with Pacific Southwest
Airlines in 1975, which was merged into US Airways in 1988. At US
Airways, he served in a variety of management functions, including
manager of flight operations and director of business planning --
flight operations. He is type-rated on the Electra, MD-80, DC-9,
BAe-146, B-737, B-757 and B-767. Additionally, he was a check
pilot and FAA designated examiner on the B-757 and B-767 aircraft.

A career Naval aviator, Mr. Schear served 37 years combined in the
U.S. Navy and Naval Reserve. He flew the P-3 both on active and
reserve duty, retiring as a rear admiral in 2000.

Mr. Schear is a U.S. Naval Academy graduate and holds a degree in
engineering. He lives in Annapolis, Maryland, with his wife and
four children.

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.


WORLD ACCESS: Liquidation Plan Objection Deadline is Sept. 13
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
approved the Disclosure Statement with respect to World Access,
Inc. and its debtor-affiliates' Revised Second Amended Plan of
Liquidation on August 5, 2004.

A hearing to consider confirmation of the Plan, is scheduled for
September 21, 2004, at 2:00 p.m., before the Honorable Susan
Pierson Sonderby in the U.S. Bankruptcy Court located at 219 South
Dearborn Street, Room 642 in Chicago, Illinois.

The fixed date for filing and serving objections to confirmation
of the Plan is September 13, 2004 at 5:00 p.m. (Chicago time).

Objections to Plan confirmation, if any, must:

   -- be in writing;

   -- be filed with the Clerk of the Bankruptcy Court;

   -- be served in accordance with Bankruptcy Rule 3020(b);

   -- state the name and address of the objecting party, the
      amount of its claim or the nature of its interest, and the
      nature of the objectoni and the legal basis therefore; and

   -- be served on:

      Counsel for the Debtors:

         Mark K. Thomas, Esq.
         Jenner & Block LLP
         One IBM Plaza
         Chicago, Illinois 60611

             - and -

         James Craig Cifelli, Esq.
         Lamberth, Cifelli, Stokes & Stout, P.A.
         Atlanta Financial Center
         3343 Peachtree Road, N.E.
         East Tower, Suite 550
         Atlanta, Georgia 30326

      Counsel for the Creditors' Committee:

         John H. Bae, Esq.
         Michael J. Edelman, Esq.
         Cadwalader, Wickersham & Taft LLP
         100 Maiden Lane
         New York, New York 10038

             - and -

         Harold L. Kaplan, Esq.
         Gardner Carton & Douglas LLP
         191 North Wacker Drive, Suite 3700
         Chicago, Illinois 60606-1698

      Office of the United States Trustee:

         Kathryn Gleason, Esq.
         227 West Monroe Street
         Suite 3350
         Chicago, Illinois 60606

Copies of the Disclosure Statement and the Revised Second Amended
Plan of Liquidation are available at:

      Poorman-Douglas Corporation
      10300 Allen Blvd
      Beaverton, Oregon 97004
      Attn: Balloting Agent
      Tel. No. (503) 277-7902

World Access, Inc. is focused on being a provider of bundled
voice, data and Internet services to key regions of the world. The
Company filed for chapter 11 protection on April 24, 2001 (Bankr.
N.D. Ill. Case No. 01-14633).  Mark K. Thomas, Esq. at Jenner &
Block LLP and James Craig Cifelli, Esq. at Lamberth, Cifelli,
Stokes & Stout, P.A. represent the Debtor.  


WORLDCOM INC: Settles Fishel Company's $1.3 Million Claim
---------------------------------------------------------
Fishel Company filed Claim No. 15985 against Debtor MCI WorldCom
Communications, Inc., as a secured claim for $1,367,793 on
January 21, 2003.

The Debtors asked the United States Bankruptcy Court for the
Southern District of New York to disallow and expunge Fishel's
claim on the grounds that:

    (a) Fishel failed to attach sufficient supporting documents;
        and

    (b) Fishel failed to identify the alleged collateral securing
        the debt asserted, attach evidence that the alleged
        secured claim is properly perfected, and state the value
        of the alleged collateral.

Judge Gonzalez approves the parties' stipulation, which provides
that:

    (a) The Debtors will pay a portion of the Claim for $655,291
        pursuant to the Confirmed Plan to cure Contract No. 1823;

    (b) Fishel will be allowed a Class Three Other Secured Claim
        for $279,658;

    (c) Fishel will be allowed a Class Six General Unsecured
        Claim for $426,843;

    (d) The Cure Claim, Class Three Other Secured Claim and Class
        Six General Unsecured Claim will be paid by the Debtors to
        Fishel in accordance with the Confirmed Plan; and

    (e) Fishel's other claims will be deemed withdrawn with
        prejudice to any future action.

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)


* G. Moran Leads Expansion of Alvarez & Marsal's New York Practice
------------------------------------------------------------------
Alvarez & Marsal, a leading global professional services firm,
announced that Gary Moran, a consulting industry veteran, has
joined the Business Consulting Group of Alvarez & Marsal as a
Managing Director.   He will lead the New York expansion of the
Business Consulting Group, which serves companies across
industries with good market positions and solid financials with a
suite of management-focused services that complement A&Ms deep-
rooted operational and financial expertise.

With more than 23 years of consulting experience, Mr. Moran
specializes in assisting chief financial officers, controllers,
treasurers, and finance executives in improving the effectiveness
and efficiency of their finance organizations.  His primary areas
of focus include finance organization strategy development, shared
service design and implementation, planning-to-reporting design
and optimization as well as performance management and cost
reduction.  Mr. Moran also has significant experience in large-
scale merger integration, company-wide business transformations
and finance technology selection and implementation.

Gary brings an outstanding background in business consulting and
finance to Alvarez & Marsal and significant experience in helping
companies balance compliance with improvement amidst an
environment of heightened regulatory scrutiny,said Tom Elsenbrook,
an A&M Managing Director and head of the firms Business Consulting
Group.  As more and more financial executives seek to determine
the long-term impact of Sarbanes-Oxley and work to identify
opportunities to leverage their recently required compliance
spending to achieve greater efficiencies and effectiveness, Garys
expertise has become in increasingly high demand.

Over the course of his career, Mr. Moran has advised numerous
Global 1000 companies in a variety of industries including
manufacturing, consumer products, retail, financial services and
business services.  Prior to joining A&M, he was a Managing
Director at BearingPoint and served as the partner in charge of
the finance and operations practice at Andersen Business
Consulting.

Mr. Moran earned a masters degree from Binghamton University and
is a member of the New York State Society and American Institute
of Certified Public Accountants.  He is a frequent speaker on the
topics related to financial excellence, shared services and the
Sarbanes-Oxley Act.

The Business Consulting Group of Alvarez & Marsal provides
services including: Strategy and Corporate Solutions, such as
post-merger integration, cost management, business development and
marketing; Finance Solutions, such as finance strategy, shared
services, business process outsourcing advisory, financial process
improvement, business planning and performance management;
Information Technology Strategy and Integration, such as software
evaluation and selection and ERP optimization; Human Resources
Solutions, such as HR operational improvement, compensation and
performance management, talent management and organizational
effectiveness solutions; and Supply Chain Solutions, such as
strategic sourcing, procure to pay process improvement, warehouse
and inventory management and transportation and logistics.

                     About Alvarez & Marsal

Founded in 1983, Alvarez & Marsal is a global professional
services firm that helps businesses and organizations in the
corporate and public sectors navigate complex business and
operational challenges.  With professionals based in locations
across the US, Europe, Asia, and Latin America, Alvarez & Marsal
delivers a proven blend of leadership, problem solving and value
creation.  Drawing on its strong operational heritage and hands-on
approach, Alvarez & Marsal works closely with organizations and
their stakeholders to help navigate complex business issues,
implement change and favorably influence results.  For more
information about the firm, please visit
http://www.businessconsulting.alvarezandmarsal.com/or contact  
Rebecca Baker, Chief Marketing Officer at 212-759-4433.


* Kamakura Reports U.S. Corporate Credit Quality Declines in Aug.
-----------------------------------------------------------------
Kamakura Corporation reported that its monthly index of troubled
companies in the United States jumped 0.8% in August to 14.0% of
the public company universe.  This is the highest level of
troubled companies since November 2003. Kamakura classifies any
company with a default probability of more than one percent as
troubled.

"In August we saw a spike in the troubled company index in mid-
month with a slight decline at the end of the month," commented
Dr. Donald R. van Deventer, Kamakura Chairman and Chief Executive
Officer. "As of the end of the month, the number of companies with
default probabilities between 1% and 5% remained unchanged at 7.9%
of the universe. In the 5% to 100% default probability range,
however, we saw a jump of 0.8% in the number of troubled
companies. We continue to maintain our view from last month that
we have passed the 'sweet spot' of the credit cycle, although we
expect some volatility in the troubled company index from here
on."

Kamakura reported that 2.2 percent of the U.S. corporate universe
had default probabilities between 5 and 10 percent and 1.4 percent
of the universe had default probabilities between 10 and 20
percent. The company said that 2.3 percent of the U.S. public
company universe had default probabilities over more than 20
percent.

Kamakura is offering free trials of its KRIS default probability
service to qualified institutions. For more information on
Kamakura's free trial offer please contact Kamakura at
info@kamakuraco.com. More information can also be found on the
Kamakura Corporation web site http://www.kamakuraco.com/and in  
"Credit Risk Models and the Basel Accords" (John Wiley & Sons,
2003) by Kamakura's van Deventer and Kenji Imai and available on
http://www.amazon.com/

                     About Kamakura Corporation

Kamakura Corporation is a leading provider of risk management
information, processing and software. Kamakura has been a provider
of daily default probabilities for listed companies since
November, 2002. Kamakura launched its private firm modeling
product in January 2004. Kamakura is also the first company in the
world to develop and install a fully integrated credit risk,
market risk, asset and liability management, and transfer pricing
system. Kamakura has clients ranging in size from $3 billion in
assets to $1 trillion in assets. Kamakura's risk management
software is currently used in the United States, Germany, Canada,
the United Kingdom, Australia and many countries in Asia.


* Win a New Car Donated to Charity by AlixPartners & Questor
------------------------------------------------------------
The American Cancer Society is holding a raffle on Oct. 2 at the
Cattle Barons Ball in Detroit to give away three new cars:

    * a Chevy SSR,
    * a C6 Corvette, and
    * a Cadillac CTS-V.  

AlixPartners and Questor donated the Chevy SSR.  

The Cattle Barons Ball is an annual fund-raising gala for the
American Cancer Society.

A $100 ticket puts your name in the hopper and buys three chances
to win.  No more than 10,000 tickets will be sold, so the odds of
winning one car are 3:10,000.  Rumor has it that the organizers
are having difficulty selling tickets.  A smaller pool of tickets,
obviously, improves the odds of winning.  Winners can choose the
color, other options from a menu of choices, and pay for
additional upgrades.  You don't need to go to the Ball to win.  

For more information about how to help support the American Cancer
Society, contact:

     Donna Courage
     AlixPartners LLC
     2000 Town Center, Suite 2400
     Southfield, MI 48075
     Telephone (248) 262 8473

There's probably a long list rules and disclaimers that the
Attorney General for the States of Michigan and elsewhere think
should be appended to this announcement.  

AlixPartners, LLC is recognized internationally for solving
complex operating, financial, litigation, and transactional
challenges, creating value, and restoring corporate performance.
It has offices in Chicago, Dallas, Detroit, Dusseldorf, London,
Los Angeles, Milan, Munich, and New York.  For further
information, go to http://www.alixpartners.com/

Questor Management Company, LLC, with offices in Southfield,
Michigan and New York, manages the Questor Partners Funds, which
have more than $1.1 billion of committed equity capital.  
Questor's objective is to acquire corporate orphans or
underperforming businesses that are in transition and offer the
potential for superior returns with the application of appropriate
levels of capital and management expertise. Since it was founded
in 1995, the company has successfully completed more than 20
acquisitions worldwide, including the purchase of Geologistics,
one of the world's largest global freight forwarding and logistics
services providers, Teksid Aluminum, a global leader in aluminum
castings, from Fiat and coal assets formerly owned by United
States Steel Corporation.  See http://www.questor.com/


* BOND PRICING: For the week of September 6 - September 10, 2004
----------------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Amercan Airline                        4,250%  09/23/23    74
American & Foreign Power               5.000%  03/01/30    71
AMR Corp.                              4.500%  02/15/24    68
AMR Corp.                              9.000%  08/01/12    65
AMR Corp.                              9.000%  09/15/16    67
AMR Corp.                             10.200%  03/15/20    60
Atlantic Coast                         6.000%  02/15/34    64
Burlington Northern                    3.200%  01/01/45    56
Calpine Corp.                          7.750%  04/15/09    61
Calpine Corp.                          8.500%  02/15/11    62
Calpine Corp.                          8.625%  08/15/10    63
Comcast Corp.                          2.000%  10/15/29    41
Continental Airlines                   4.500%  02/01/07    71
Cummins Engine                         5.650%  03/01/98    75
Delta Air Lines                        7.700%  12/15/05    46
Delta Air Lines                        8.000%  06/03/23    37
Delta Air Lines                        8.300%  12/15/29    28
Inland Fiber                           9.625%  11/15/07    48
Kulicke & Soffa                        0.500%  11/30/08    70
Level 3 Comm. Inc.                     2.875%  07/15/10    67
Level 3 Comm. Inc.                     6.000%  09/15/09    54
Liberty Media                          3.750%  02/15/30    65
Mirant Corp.                           2.500%  06/15/21    62
Mirant Corp.                           5.750%  07/15/07    62
National Vision                       12.000%  03/30/09    62
Northern Pacific Railway               3.000%  01/01/47    55
Northwest Airlines                     7.875%  03/15/08    70
Northwest Airlines                     8.700%  03/15/07    74
Northwest Airlines                     9.875%  03/15/07    72
Primus Telecom                         3.750%  09/15/10    61
Univ. Health Services                  0.426%  06/23/20    59


                          *********

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

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

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

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

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

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

                          *********

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

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

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

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

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***