TCR_Public/040910.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Friday, September 10, 2004, Vol. 8, No. 194

                           Headlines

AIR CANADA: Attorney General Appeals Claims Procedure Order
AMERICAN ENERGY: Reports Partial 3rd Quarter Production Revenues
AMERIQUEST MORTGAGE: Fitch Puts BB+ Rating on $7M Class M-9 Certs.
AMWEST INSURANCE: Court Clerk Retracts Nov. 15 Bar Date Notice
ARES III: Fitch Raises $11.5M Class C Notes Rating to BB from B

BELL CANADA: Extends Mike Weir Sponsorship-Endorsement Agreement
BELL CANADA: Gets University of Northern British Columbia Contract
BERWALD PARTNERSHIP: Turns to Gruneich for Financial Advice
BIOCAPITAL BIOTECH: Trustee Plans to Liquidate & Dissolve Fund
BIOTEQ: Evaluating BioSulphide(R) Process' Potential Application

CAPITAL ONE: S&P Lifts Corp.'s Counterparty Credit Rating to BBB-
CATHOLIC CHURCH: Court Lets Two Tort Claimants Continue Discovery
CCC INFO: Buys Back 11.2 Million Shares in Self-Tender Offer
CEC Industries: Reorganized Co. Closes $1 Million Debt Financing
CLYDESDALE CLO: Moody's Puts Ba2 Rating on $10M Class D Notes

CORNING INC: Meeting Investors to Discuss LCD Segment Outlook
D-BOX TECH: Peter Morand Nominated to the Board of Directors
DB COMPANIES: Getty Realty Buying 26 Properties for $25 Million
DELTA AIR: DFW Int'l. Airport Works Closely on Restructuring Plans
DEQUEEN GENERAL: Case Summary & 20 Largest Unsecured Creditors

ENRON: Proposes Avoidance Action Discovery Procedures
FEDERAL-MOGUL CORP: Has Until December 1 to Decide on Leases
FISHER COMMUNICATIONS: S&P Rates Proposed $150M Sr. Notes at B-
FLAGSHIP CLO: Moody's Places Ba2 Rating on $10.6 Class D Notes
FOSTER WHEELER: Recalculates Interest Rate for New Sr. Sec. Notes

FOSTER WHEELER: Secures Repeat Biz with Merck Sharp in Singapore
GMAC COMM'L: Moody's Junks One Class & Puts Low-B Ratings on Five
GSC PARTNERS: Moody's Puts $10M Class B Notes Ba3 Rating on Watch
HAWAIIAN AIRLINE: Teams With Points.com to Add More Customer Value
HEADWATERS INCORPORATED: S&P Assigns B+ Corporate Credit Rating

HEALTH NET: Moody's Shaves Sr. Unsec. Debt Rating One Notch to Ba1
HEILIG-MEYERS: Empresas Berrios Offers $14M for Its $18M Note
HILLCREST: Moody's Withdraws B1 Series 1999A & 1999B Bond Ratings
HOLLINGER: Shareholders Commence Class Action Suit in Saskatchewan
IMMUNE RESPONSE: Inks Licensing Pact for Cancer Cell Line Vaccines

INTEGRATED HEALTH: Southern Oaks Wants Discharge Injunction Lifted
IRISH PUB RESTAURANTS INC: Voluntary Chapter 11 Case Summary
JOSTENS IH: Moody's Assigns B1 Rating to $1.27B Credit Facility
KAISER ALUMINUM: Doussan Wants Its $532,775 Admin. Claim Paid Now
LNR CDO: Fitch Puts Low-B Ratings on $40.032M & $54.042M Notes

LONG BEACH: Moody's Cuts Class M2F Rating to Ba1 & Junks Class BF
METRO MASONRY: State of Texas Objects to Plan of Reorganization
MIRANT: Court Enjoins Sea Earth from Litigating Environmental Case
NORTHERN KENTUCKY: Case Summary & 20 Largest Unsecured Creditors
O'SULLIVAN IND: Will Release 4th Qtr. Financial Results on Monday

OWENS CORNING: Asks Court to Approve AXA Belgium S.A. Settlement
OWENS CORNING: Asks Court to Okay Beaco Claim Settlement Agreement
PACIFICARE HEALTH: Moody's Raises Debt Rating to One Notch to Ba2
PARMALAT USA: Court Allows Farmland to Employ Colliers as Broker
PG&E NATIONAL: Court Allows Texaco Claims for $917,204

PILLOWTEX: Selling Kannapolis Inventory to TJX Co. for $547,680
PROVIDIAN FINANCIAL: S&P Affirms Single-B Long-Term Credit Rating
REAL PRO FARMS: Case Summary & 20 Largest Unsecured Creditors
RENT-A-CENTER: Revises 3rd Quarter & Fiscal 2004 Guidance
REVLON INC: Management Discusses Business Progress & Outlook

RIVERSIDE FOREST: Appoints John McLernon to Board Of Directors
ROMAX FINANCE CORPORATION: List of 7 Largest Unsecured Creditors
SEROLOGICALS CORP: Moody's Reviewing B1 Rating & May Downgrade
SOLUTIA: Court Allows Retirees to Retain Segal Company as Actuary
SPIEGEL: Wants IDA to Waive Rights to Push Thru New Hampton Sale

SUPERIOR PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
UNITED AIRLINES: Takes Steps to Lower Distribution Costs
UNITED STEEL: Hires Jackson Lewis as Special Counsel
URS CORP: Wins Extension of LA Unified School District Contract
US AIRWAYS: S&P Pares Ratings to CCC- & Says Outlook is Negative

VEG-A-MIX CORP: Case Summary & 15 Largest Unsecured Creditors
VELOCITY CLO: Moody's Puts Ba2 Rating on $8M Senior Secured Notes
VOLTERRA: June 30 Balance Sheet Upside-Down by $47.3 Million
W.R. GRACE: Elects Pres. & CEO Fred Festa to Board of Directors
W.R. GRACE: Has Until December 31 to Remove Actions to Delaware

WAVING LEAVES: Needs Until Oct. 5 to File Plan of Reorganization

* Fitch Survey Says Credit Default Swaps Grow 100% to $1.9T
* 10 Hiding Places for Business Credit Risk Accdg. to Atradius
* Epstein Becker Restructures & Expands National Litigation Group
* Former FTC Chairman Timothy J. Muris to Join O'Melveny & Myers
* Chain Capital Adds Brian Cullen VP to Los Angeles Office

* Jason Hibbs & Jennifer Parsons Join Alvarez & Marsal
* Samuel Feigin Relocates to Mintz Levin's Reston Office

* BOOK REVIEW: Business & Capitalism: An Introduction to Business
               History

                           *********

AIR CANADA: Attorney General Appeals Claims Procedure Order
-----------------------------------------------------------
Jacqueline Dais-Visca, Solicitor for the Attorney General of
Canada, tells the Court of Appeal for Ontario that Mr. Justice
Farley's decision effectively creates a new set of statutory
interpretation rules applicable only in the case of a
restructuring under the Companies' Creditors Arrangement Act.
These new rules permit paramount legislation to be "read down" to
give effect to the object and purpose of the CCAA.

Ms. Dais-Visca explains that the Decision leads to the potentially
absurd result that Part III complainants may receive less from an
employer company and its directors under a restructuring than they
would receive in a bankruptcy.  This runs contrary to the
Parliament of Canada's attempt to harmonize the CCAA and the
Bankruptcy and Insolvency Act.  Ms. Dais-Visca points out that
where a recovery against a company is "impossible or unlikely," an
employee has the ability, under Part III of the Canada Labour
Code, to make a claim for up to six months of wages against the
company's directors.

The Decision also represents a departure from the Federal Court of
Appeal's recognition in Atomic Energy of Canada Ltd. v.
Sheikholesiami, [1998] 3 F.C. 349 (F.C.A.), that the "unfair
dismissal provisions for non-unionized employees in the Canada
Labour Code no doubt represent a statutory modification of the
traditional rule that an employment contract will never be
specifically enforced."

Headquartered in Saint-Laurent, Quebec Canada, Air Canada --
http://www.aircanada.ca/-- represents Canada's only major  
domestic and international network airline, providing scheduled
and charter air transportation for passengers and cargo. The
Company filed for CCAA protection on April 1, 2003 (Ontario
Superior Court of Justice, Case No. 03-4932) and Section 304
petition with the U.S. Bankruptcy Court for the Southern District
of New York (Case No. 03-11971).  Matthew A. Feldman, Esq., and
Elizabeth Crispino, Esq., at Willkie Farr & Gallagher serve as the
Debtors' U.S. Counsel.  When the Debtors filed for protection from
its creditors, they listed C$7,816,000,000 in assets and
C$9,704,000,000 in liabilities. (Air Canada Bankruptcy News, Issue
No. 48; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AMERICAN ENERGY: Reports Partial 3rd Quarter Production Revenues
----------------------------------------------------------------
American Energy Production Inc. (OTCBB:AMEP) reported production
revenues for the first two months of the third quarter for its two
wholly owned subsidiaries Production Resources, Inc., and Bend
Arch Petroleum Inc.

American Energy Production, Inc., subsidiary, Production
Resources, Inc., sold 1501 barrels of oil in July and August for
total net oil revenue of $46,397.

Bend Arch Petroleum, Inc., in July and August sold 4598 barrels of
oil and 12,598 MCF of natural gas for approximate total gross
revenue of $268,000. Total approximate gross revenues in these two
months for Bend Arch Petroleum, Inc., and Production Resources,
Inc., totaled $314,000.

Charles Bitters, President of American Energy Production, Inc.,
stated, "Oil and gas revenues so far in the 3rd quarter increased
by approximately 229% over revenues from the entire 2nd quarter
with September production still to be added.  We are very pleased
with the production revenue showing significant incremental
increased since the quarter ending December of 2003, when the
Company had total production revenues of $6600; followed by
approximately $60,000 in the 1st quarter of 2004, $143,000 in the
2nd quarter and now $314,000 for the first two months of the 3rd
quarter this year."

                         About CFSG

Consulting For Strategic Growth I, Ltd. takes the position of
Corporate Development Consultant with public and private
companies.  Working side by side with management, CFSG assists
client companies in exposing their story to the Wall Street
community.  This is accomplished through the use of Executive
Summaries, Corporate Profiles, Fact Sheets, CEO Interviews,
Research Reports, Position Papers, one-on-one cluster group
meetings, in addition to presentations to CFSG's database of
quality volume investors.

Consulting For Strategic Growth I, Ltd. has a July 7, 2004
agreement with AMEP to provide consulting, business advisory,
investor relations, public relations and corporate development
services to the Company for an initial six-month period. In
connection with these services, CFSG prepares press releases,
corporate profiles, and other publications on behalf of and
regarding the Company. In accordance with this agreement, AMEP
pays a cash retainer and issues shares of common stock and
warrants each month for these services. Independent of CFSG's
receipt of stock compensation, CFSG may choose to purchase the
common stock of the company and thereafter liquidate those
securities at any time it deems appropriate to do so.

               About American Energy Production, Inc.

AMEP -- http://www.americanenergyproduction.com/-- was founded in  
2000 and in 2003 upon the acquisition of certain oil and gas
assets, the company entered a new development stage becoming a
Business Development Company in January 2004.  Activities during
this stage include acquisition of subsidiaries, additional assets,
developing and implementing a plan to extract oil and gas,
acquiring certain rights to and utilizing an oil recovery
additive, completing initial sales of oil and gas, and raising
capital.  The company has determined that its operating model best
approximates that of an investment company and intends to make
investments into developing businesses in oil and gas related
industries.

                          *     *     *

                          Going Concern

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

"As reflected in the accompanying financial statements, the
Company has a net loss of $4,003,511 and net cash used in
operations of $261,143 for the six months ended June 30, 2004 and
a working capital deficiency of $391,345 and a deficit accumulated
during the development stage of $5,713,905 at June 30, 2004. The
Company is also in default on certain notes to banks and is in the
development stage with minimal revenues. The ability of the
Company to continue as a going concern is dependent on the
Company's ability to further implement its business plan, raise
capital, and generate revenues. The financial statements do not
include any adjustments that might be necessary if the Company is
unable to continue as a going concern.

"The time required for us to become profitable is highly
uncertain, and we cannot assure you that we will achieve or
sustain profitability or generate sufficient cash flow from
operations to meet our planned capital expenditures, working
capital and debt service requirements.  If required, our ability
to obtain additional financing from other sources also depends on
many factors beyond our control, including the state of the
capital markets and the prospects for our business.  The necessary
additional financing may not be available to us or may be
available only on terms that would result in further dilution to
the current owners of our common stock.

"We cannot assure you that we will generate sufficient cash flow
from operations or obtain additional financing to meet scheduled
debt payments and financial covenants.  If we fail to make any
required payment under the agreements and related documents
governing our indebtedness or fail to comply with the financial
and operating covenants contained in them, we would be in default.  
The financial statements do not include any adjustments to reflect
the possible effects on recoverability and classification of
assets or the amounts and classification of liabilities which may
result from the inability of the Company to continue as a going
concern."


AMERIQUEST MORTGAGE: Fitch Puts BB+ Rating on $7M Class M-9 Certs.
------------------------------------------------------------------
Ameriquest Mortgage Securities Inc. 2004-R9 is rated by Fitch as
follows:

   -- $870.0 million class A-1, A-2, A-3, and A-4 certificates
      'AAA';

   -- $25.0 million class M-1 certificates 'AA+';

   -- $24.0 million class M-2 certificates 'AA';

   -- $17.5 million class M-3 certificates 'AA-';

   -- $16.0 million class M-4 certificates 'A';

   -- $7.5 million class M-5 certificates 'A-';

   -- $7.5 million class M-6 certificates 'BBB+';

   -- $7.5 million class M-7 certificates 'BBB';

   -- $8.0 million class M-8 certificates 'BBB-';

   -- $7.0 million non-offered class M-9 certificates 'BB+'.

Credit enhancement for the 'AAA' rated class A certificates
reflects the 12.00% subordination provided by classes M-1 through
M-9, monthly excess interest, and initial overcollateralization --
OC -- of 1.00%.

Credit enhancement for the 'AA+' rated class M-1 certificates
reflects the 9.50% subordination provided by classes M-2 through
M-9, monthly excess interest, and initial OC.

Credit enhancement for the 'AA' rated class M-2 certificates
reflects the 7.10% subordination provided by classes M-3 through
M-9, monthly excess interest, and initial OC.

Credit enhancement for the 'AA-' rated class M-3 certificates
reflects the 5.35% subordination provided by classes M-4 through
M-9, monthly excess interest, and initial OC.

Credit enhancement for the 'A' rated class M-4 certificates
reflects the 3.75% subordination provided by classes M-5 through
M-9, monthly excess interest, and initial OC.

Credit enhancement for the 'A-' rated class M-5 certificates
reflects the 3.00% subordination provided by classes M-6 through
M-9, monthly excess interest, and initial OC.

Credit enhancement for the 'BBB+' rated class M-6 certificates
reflects the 2.25% subordination provided by classes M-7 through
M-9, monthly excess interest, and initial OC.

Credit enhancement for the 'BBB' rated class M-7 certificates
reflects the 1.50% subordination provided by classes M-8 and M-9,
monthly excess interest, and initial OC.

Credit enhancement for the 'BBB-' rated class M-8 certificates
reflects the 0.70% subordination provided by class M-9, monthly
excess interest, and initial OC.

Credit enhancement for the non-offered 'BB+' class M-9
certificates reflects the monthly excess interest and initial OC.

In addition, the ratings reflect the integrity of the
transaction's legal structure, as well as the capabilities of
Ameriquest Mortgage Company as master servicer.  Deutsche Bank
National Trust Company will act as trustee.

As of the cut-off date, the mortgage loans have an aggregate
balance of $1,000,000,175.  The weighted average loan rate is
approximately 7.499%.  The weighted average remaining term to
maturity is 352 months.  The average cut-off date principal
balance of the mortgage loans is approximately $156,495.  The
weighted average original loan-to-value ratio is 77.60% and the
weighted average Fair, Isaac & Co. -- FICO -- score was 608.  
The properties are primarily located in:

   * California (20.12%),
   * Florida (10.77%), and
   * New York (6.01%).

Approximately 68.2% of the mortgage loans will be insured by a
mortgage insurance policy issued by Mortgage Guaranty Insurance
Corporation.  The policy will insure mortgage loans covered by the
policy with an LTV in excess of 60% down to an effective LTV of
60%

The mortgage loans were originated or acquired by Ameriquest
Mortgage Company.  Ameriquest Mortgage Company is a specialty
finance company engaged in the business of originating,
purchasing, and selling retail and wholesale subprime mortgage
loans.


AMWEST INSURANCE: Court Clerk Retracts Nov. 15 Bar Date Notice
--------------------------------------------------------------
                  UNITED STATES BANKUPTCY COURT
                  CENTRAL DISTRICT OF CALIFORNIA

In re:                          )
                                )  Bankruptcy No. SV01-17081-GM
Amwest Insurance Group, Inc.,   )
                                )  Chapter 7
            Debtor.             )

                       NOTICE TO CREDITORS

     This notice vacates the notice of possible dividend and order
fixing time to file claims mailed on August 20, 2004.  The claims
bar date of August 12, 2004, is the correct date.  Please
disregard the notice that established November 15, 2004, as the
bar date for filing proofs of claim.

                                    For The Court,

                                    JON D. CERETTO
Dated: September 2, 2004            Clerk of Court

                            *   *   *   

Amwest Insurance Group, Inc., filed for chapter 11 protection on  
July 24, 2001 (Bankr. C.D. Calif. Case No. 01-17081) and the case  
subsequently converted to a chapter 7 liquidation. Jose A.  
Velasco, Esq., at Malhotra, Malhotra & Velasco, represents  
Amwest.  When the company filed for bankruptcy protection, it  
reported $8,388,914 in assets available to satisfy liabilities  
totaling $18,041,915.


ARES III: Fitch Raises $11.5M Class C Notes Rating to BB from B
---------------------------------------------------------------
Fitch Ratings upgrades three classes of notes issued by Ares III
CLO, Ltd.  These upgrades are the result of Fitch's review
process.  These rating actions are effective immediately:

   -- $13,000,000 class B-1 notes upgrade from 'BBB-' to 'BBB';

   -- $25,000,000 class B-2 notes upgrade from 'BBB-' to 'BBB';

   -- $11,500,000 class C notes upgrade from 'B' to 'BB'.

Ares III is a collateralized debt obligation -- CDO -- managed by
Ares Management, LLC, which closed Dec. 15, 1999.  Fitch rates
Ares Management 'CAM2' on its bank loan asset manager rating.  
Ares III is composed of 68.1% high yield loans and 31.9% high
yield bonds.  Included in this review, Fitch discussed the current
state of the portfolio with the asset manager and their portfolio
management strategy.  In addition, Fitch conducted cash flow
modeling utilizing various default timing and interest rate
scenarios.

Since the last rating action, the collateral has continued to
improve.  The weighted average rating of the portfolio collateral
has stayed the same at 'B+/B'. The class A, B, and C
overcollateralization ratios have increased from 119.37%, 106.65%,
and 103.31% as of July 2, 2003 to 120.61%, 107.69%, and 104.31%,
respectively, as of the most recent trustee report dated
Aug. 4, 2004.  As of the most recent trustee report available,
Ares III current defaulted assets represented 1.17% down from
6.19% in July 2003 and assets rated 'CCC+' or lower, excluding
defaults, currently represented approximately 7.8% of performing
collateral down from 15.3% at the last review.

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

Fitch conducted cash flow modeling utilizing various default
timing and interest rate scenarios to measure the breakeven
default rates relative to the minimum cumulative default rates
required for the rated liabilities.  For more information on the
Fitch Vector Model, see 'Global Rating Criteria for Collateralised
Debt Obligations,' dated Aug. 1, 2003, available on Fitch's web
site at http://ww.fitchratings.com/ As a result of this analysis,  
Fitch has determined that the current ratings assigned to the
class B-1, B-2, and C notes no longer reflect the current risk to
noteholders and has subsequently improved over the past year.

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


BELL CANADA: Extends Mike Weir Sponsorship-Endorsement Agreement
----------------------------------------------------------------
Bell Canada and Mike Weir discloses a multi-year renewal of their
sponsorship-endorsement agreement.  Under the terms of the three-
year contract, Bell Canada will feature Mike Weir, the 2003
Masters Champion, in its advertising, promotion and communications
activities.

"This renewed sponsorship is part of our commitent to Mike Weir, a
further example of our determination to support the individuals
and events that Canadians truly care about," said Pierre Blouin,
Group President, Consumer Markets, Bell Canada.

At a press conference held on Wednesday during the Bell Canadian
Open, Mr. Blouin said Bell Canada will fully leverage the new
agreement for the 2005 golf season.

"I am proud to be continuing my relationship with Bell Canada,"
Mr. Weir said.  "Bell has been there for me from the early stages,
before the widespread recognition and well before the Masters win.  
So their support is especially meaningful.  They understand that
competition at the highest level of sport demands not only a
single-minded determination to excel, but the continued reliable
support and shared confidence of family, friends, coaches and
sponsors like Bell, to help us achieve our best."

"For Bell, Mike Weir personifies in his professional and personal
life, the key attributes Bell Canada has always stood for: A
never-ending drive to excel and to improve every day on previous
achievements; a fierce determination to win; and a quiet pride in
success and a job well done," added Mr. Blouin.

Under the new agreement, Bell Canada will continue to work closely
with Mike Weir both on and off the course, including providing
ongoing support for the newly formed Mike Weir Foundation, focused
on advancing the physical, mental and educational wellbeing of
children; and partnering in the co-branded online destination
http://www.mikeweir.sympatico.MSN.ca/which will feature exclusive  
coverage of Mike Weir throughout the PGA TOUR season, and coverage
of other Canadian golfers on Tour.

Canadians will undoubtedly be watching Mike Weir closely as he
plays among a field of the world's top-calibre golfers at the Bell
Canadian Open, which runs until September 12, 2004.  For golf fans
who aren't able to attend the event in person, Bell is bringing
state of the art technology to transform the coverage of Canada's
pre-eminent golf tournament for its centennial.  Bell ExpressVu
subscribers can enjoy interactive television services with options
such as alternate camera angles and a player leaderboard.  Bell
Sympatico High-Speed subscribers will be able access exclusive
Bell Canadian Open content, including the first-ever "Live on 18"
webcast, capturing the thrilling final moments of every group's
play of the 18th green at Glen Abbey.

Bell Canada -- http://www.bci.ca/-- provides connectivity to  
residential and business customers through wired and wireless
voice and data communications, local and long distance phone
services, high speed and wireless Internet access, IP-broadband
services, e-business solutions and satellite television services.
Bell Canada is wholly owned by BCE Inc.

Bell Canada is operating under a court supervised Plan of
Arrangement, pursuant to which it intends to monetize its assets
in an orderly fashion and resolve outstanding claims against it in
an expeditious manner with the ultimate objective of distributing
the net proceeds to its shareholders and dissolving the company.
Bell Canada is listed on the Toronto Stock Exchange under the
symbol BI.


BELL CANADA: Gets University of Northern British Columbia Contract
------------------------------------------------------------------
As students return to classes throughout the province, the
University of Northern British Columbia -- UNBC -- and Bell Canada
inks a major new telecommunications partnership that will help
students, faculty and staff stay connected.

Under the five-year contract, Bell will provide UNBC and its over
500 students living in residence at the Prince George campus with
a range of bundled products including telephone service, high-
speed Internet access, and satellite television services.

Bell is also donating nearly $200,000 worth of Tandberg
videoconferencing equipment to UNBC in partnership with Tandberg
Canada Inc.  This equipment will be installed in UNBC's new
Northern Health Sciences Centre and support the delivery of the
Northern Medical Program.  The NMP is an integral part of the
expansion of UBC's Faculty of Medicine.

"Since UNBC's inception 10 years ago, we have capitalized on a
state-of-the-art telecommunications infrastructure to support
course delivery, research, and providing services," said Charles
Jago, President of UNBC.  The university has a number of teaching
locations in northern BC in addition to its core campus in Prince
George.  "This partnership with Bell will strengthen our capacity
to develop and maintain connections with students in central and
northern BC and beyond," said Dr. Jago.

"Bell is honoured to play a role in helping UBC's Medical School
expand outside of Vancouver through creative uses of technology,
particularly given our commitment to both the education and health
care sectors," said Paul Healey, President of Western Canada for
Bell.  "Our Bell team has worked hard to provide UNBC and its
students with a competitive package of services that will allow
them to stay connected."

Students living in residence on the Prince George campus will
receive bundled services including voice, high-speed Internet
access and Bell ExpressVu satellite television services as part of
their residential rental fees.

"An added bonus in choosing Bell was its commitment to employ
local people in Prince George," said Dr. Jago. Bell is working in
partnership with ABC Communications, northern B.C.'s largest
provider of integrated telecommunications products and services,
to provide UNBC with local installation and service teams.

                           About UNBC

UNBC recently celebrated the 10th anniversary of its opening and
now has 3,700 students.  UNBC's primary mission is to be a
university focused on the social, environmental and economic
issues of the North.  UNBC has a number of teaching locations
around northern BC in addition to its core campus in Prince
George.

Bell Canada -- http://www.bci.ca/-- provides connectivity to  
residential and business customers through wired and wireless
voice and data communications, local and long distance phone
services, high speed and wireless Internet access, IP-broadband
services, e-business solutions and satellite television services.
Bell Canada is wholly owned by BCE Inc.

Bell Canada is operating under a court supervised Plan of
Arrangement, pursuant to which it intends to monetize its assets
in an orderly fashion and resolve outstanding claims against it in
an expeditious manner with the ultimate objective of distributing
the net proceeds to its shareholders and dissolving the company.
Bell Canada is listed on the Toronto Stock Exchange under the
symbol BI.


BERWALD PARTNERSHIP: Turns to Gruneich for Financial Advice
-----------------------------------------------------------
Berwald Partnership asks the U.S. Bankruptcy Court for the
District of South Dakota for permission to employ Gruneich
Financial Services, Inc., as its consultant effective
August 23, 2004.

Gruneich will:

    a) prepare Berwald's monthly budgets and reports; and

    b) perform normal financial consulting procedures.

Martin F. Gruneich, Jr., is the lead financial consultant who will
assist Berwald Partnership.

Partners Michael and Calvin Berwald agree to pay Mr. Gruneich for
his professional services at his current hourly rate of $85.  
Sales tax and actual necessary expenses will also be reimbursed.

Headquartered in Toronto, South Dakota, Berwald Partnership filed
for chapter 11 protection on August 23, 2004 (Bankr. D. S.D. Case
No. 04-10273).  Clair R. Gerry, Esq., at Stuart, Gerry &
Schlimgen, LLP, represents the Company in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated assets and debts of more than $10 million.


BIOCAPITAL BIOTECH: Trustee Plans to Liquidate & Dissolve Fund
--------------------------------------------------------------
The trustee of BioCapital Biotechnology and Healthcare Fund, an
open-end mutual fund trust, discloses its decision to terminate
the activities of, and to dissolve the Fund.  This decision was
based on the dwindling size of the Fund.

The Fund has also entered into an agreement with Fonds de
Solidarite des travailleurs du Quebec whereby F.S.T.Q. has
agreed to suspend its right to require the redemption of its Units
until December 10, 2004, on the condition that the Fund has
liquidated the entirety of its assets into cash by no later than
December 10, 2004.

The liquidation and dissolution process will begin at the expiry
of the 60 days' delay from the transmission of a notice to the
unit holders of the Fund.  As part of the dissolution of the Fund,
all managed assets of the Fund shall be subject to an orderly
liquidation, and each unitholder will receive a cash distribution,
proportional to the number of units held in the Fund upon the date
of dissolution, representing the net asset value per unit of the
Fund available for distribution.

The required 60 days' prior to unitholders of the Fund will be
sent to the unitholders of the Fund on September 9th, 2004.  The
cash distribution is expected to take place on December 15, 2004.
Unitholders will be entitled to exercise their right of redemption
at any time up to the dissolution of the Fund.

As part of the dissolution process, the trustee of the Fund has
asked BioCapital Investment Advisors Inc., as manager of the Fund
and Royal Trust Company, as Custodian and transfer agent, to:

   -- immediately terminate subscriptions for Fund units; and

   -- set aside, as of this day, an amount of $130,000 to cover
      expenses and other costs relating to the dissolution of the
      Fund that are to be assumed by the Fund.


BIOTEQ: Evaluating BioSulphide(R) Process' Potential Application
----------------------------------------------------------------
BioteQ Environmental Technologies, Inc., (TSX-V:BQE), entered into
a contract to evaluate the potential application of BioteQ's
patented BioSulphide(R) Process for the selective recovery of
copper and zinc from the metallurgical waste solutions anticipated
in the Pueblo Viejo processing.

                       Project Background

Placer Dome Technical Services Limited is currently preparing a
prefeasibility study for the development of the Pueblo Viejo gold
prospect located in the Dominican Republic.  As part of the
prefeasibility analysis, there is a potential application for
BioteQ's process for the selective recovery of copper and zinc
from the metallurgical waste solutions that would normally report
to a conventional limestone/lime neutralisation plant prior to
disposal with the mill tailings.  Placer has piloted their
metallurgical process for Pueblo Viejo extensively as part of
their prefeasibility study activities.  BioteQ has successfully
completed initial laboratory testing for selective copper and zinc
recovery using a waste solution from Placer's pilot test program
conducted at SGS Lakefield Research earlier in 2004.  The
objective of water treatment is to recover saleable copper and
zinc products, which can be shipped off site at a profit, to
partially offset the project water treatment costs, as well as
minimize the quantity of metal stored in the tailings pond at
Pueblo Viejo.  It is anticipated that BioteQ's process would be
located upstream of a conventional limestone/lime-based
neutralization circuit.

                   BioteQ Pilot Plant Project

The BioteQ pilot plant project has been initiated, using the waste
solutions produced from previous metallurgical pilot work
conducted by Placer, followed by process costing and analysis to
coincide with Placer's prefeasibility study.  The initial
laboratory results showed that selective copper and zinc recovery
could be achieved, using a flowsheet similar to BioteQ's Caribou
plant, that could result in very low levels of copper, zinc, iron,
arsenic and cadmium reporting to the final treated water product.
In addition, removal of copper and zinc from the water might
provide further downstream benefits for Placer in overall water
management at the site.

BioteQ will complete engineering estimates for plant capital and
operating costs, in cooperation with Placer, for inclusion in the
project prefeasibility study in progress. The expected production
of copper and zinc, as well as costs of production, will be
determined during the engineering work.  Placer is providing the
funding for the BioteQ pilot plant operation and engineering work
planned. Potential commercial terms for the water treatment plant
proposed by BioteQ are subject to Placer Dome Dominicana reaching
a production decision for the Pueblo Viejo project.

BioteQ has developed and commercialized the patented BioSulpide
Process for the treatment of metal contaminated waste water with
concurrent recovery of saleable metal products.  BioteQ has now
successfully completed three commercial plants utilizing their
technology and can now focus on continued development of new
projects, including Pueblo Viejo.  Focused on the mining industry,
BioteQ has partnered with global metal producers to design, build
and operate water treatment plants. Unique in the industry,
BioteQ's water treatment process recovers saleable metals,
generating income for the plant owner while meeting new, stricter
environmental regulations.

According to its Half-year Report, BioteQ may require further
capital to continue the commercialization and marketing of the
Process.  The company's ability to carry on as a going concern is
dependent upon its ability to achieve cash flows from operations
and arrange additional financing through equity and debt to
establish process plants and maintain general operations.  The
company has raised working capital through the sale of equity and
issuance of debt, but may require additional project financing to
establish process plants.  There is no assurance that this
financing, or cash flow from operations, will be available to the
company; accordingly, there is doubt about the company's ability
to continue as a going concern.


CAPITAL ONE: S&P Lifts Corp.'s Counterparty Credit Rating to BBB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term
counterparty credit rating on Capital One Financial Corp. to
'BBB-' from 'BB+' and the long-term counterparty credit rating on
its bank subsidiaries, Capital One Bank, Falls Church, VA and
Capital One FSB, to 'BBB' from 'BBB-'.  The short-term
counterparty credit ratings are affirmed at 'A-3'.  At the same
time, Standard & Poor's revised the outlook to stable from
positive.

"The ratings action considers Capital One's successful navigation
through a challenging operating environment, the company's success
to-date in diversifying its business lines, the moderation of its
managed loan growth, and management's adoption of a long-term
strategy that considers further diversification," said Standard &
Poor's credit analyst John K. Bartko, C.P.A.  Despite some
weakening of asset quality metrics due in large part to
opportunistic forays into subprime lending in late 2002 and into
early 2003, Capital One nevertheless navigated its way through a
challenging operating environment that, though not a deep
recession, saw sector competitors marginalized, credit quality
compromised, and regulatory scrutiny intensified.

Standard & Poor's continues to maintain concerns about
concentration risk inherent in the monoline model; however,
Capital One has moved toward diversifying its lending by moving,
in a measured way, into international card lending, installment
loans, small business lending, and auto finance.

These businesses collectively now comprise about 35% of Capital
One's managed loan book.

Capital One has embraced a long-term strategy that seeks to
enhance diversification further.  The company has publicly stated
that it is interested in becoming a bank-deposit-funded, full-
spectrum (in terms of product menu) consumer lender.  Although
this objective is laudable from a risk perspective, execution of
such a strategy incorporates its own set of risks, and as such,
Standard & Poor's will continue to monitor the company's progress
in implementing this strategy.


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

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

The Court lifts the automatic stay to allow the state court to
determine whether:

   (a) the Debtor's production of Fr. Remy Rudin's personnel and
       pertinent sub secreto files;

   (b) the production of records of the State of Oregon
       previously requested by Tort Claimants; and

   (c) the discovery and perpetuation depositions of G.M.,

are warranted under applicable rules.

The stay will be in force upon the determination and resolution of
these issues, including the completion of any of the requested
discovery ordered by the state court judge.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004. Thomas
W. Stilley, Esq. and William N. Stiles, Esq. of Sussman Shank LLP
represent the debtor in its restructuring efforts.  In its
Schedules of Assets and Liabilities filed with the Court on July
30, 2004, the Portland Archdiocese reports $19,251,558 in assets
and $373,015,566 in liabilities.  (Catholic Church Bankruptcy
News, Issue No. 5; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


CCC INFO: Buys Back 11.2 Million Shares in Self-Tender Offer
------------------------------------------------------------
CCC Information Services Group, Inc., (Nasdaq:CCCG) reported the
final results of its self-tender offer to purchase up to
11,200,000 shares of its common stock at a price of $18.75 per
share.  The self-tender offer expired at 5:00 p.m., New York City
time, on August 30, 2004.

A total of 25,229,409 shares of CCC's common stock were tendered
and delivered pursuant to the offer, of which CCC has accepted
11,200,000 shares.

Because the offer was oversubscribed, a proration factor of
approximately 44.1049 percent for shares of CCC's common stock
tendered will be applied, except that all shares tendered from
holders of less than 100 shares will be repurchased.

As a result of the completion of the offer, the company has
approximately 15,862,022 shares of its common stock issued and
outstanding as of the time immediately following payment for the
tendered shares.

For questions or information, please call Georgeson Shareholder
Communications, Inc., the information agent for the self-tender
offer, toll free at (800) 255-4719.

                           About CCC  
  
CCC Information Services Group, Inc., (Nasdaq:CCCG), headquartered  
in Chicago, is a leading supplier of advanced software,  
communications systems, Internet and wireless-enabled technology  
solutions to the automotive claims and collision repair  
industries.  Its technology-based products and services optimize  
efficiency throughout the entire claims management supply chain  
and facilitate communication among approximately 21,000 collision  
repair facilities, 350 insurance companies, and a range of  
industry participants.  For more information about CCC Information  
Services, visit CCC's Web site at http://www.cccis.com/  
  
                         *     *     *  
  
As reported in the Troubled Company Reporter on August 5, 2004,  
Standard & Poor's Ratings Services assigned its 'B+' corporate  
credit rating to Chicago, Illinois-based CCC Information Services  
Inc.  
  
At the same time, Standard & Poor's assigned its 'B+' senior  
secured debt rating, with a recovery rating of '4', to the  
company's proposed $208 million senior secured bank facility,  
which will consist of a $30 million revolving credit facility (due  
2009) and a $178 million term loan (due 2010).  The 'B+' rating on  
the senior secured debt is the same as the corporate credit rating  
and the '4' recovery rating indicates that the first priority  
senior secured debt holders can expect marginal (25%-50%) recovery  
of principal in the event of a default.  
  
The proceeds from this facility, along with about $38 million of  
cash on hand, will be used to repurchase $210 million in CCC's  
common stock.  The outlook is positive.  Pro forma for the  
proposed bank facility, CCC had approximately $205 million in  
operating lease-adjusted debt as of June 2004.  
  
"The ratings reflect CCC's narrow product focus within a mature  
niche marketplace and leveraged balance sheet," said Standard &  
Poor's credit facility Ben Bubeck.  "These are only partially  
offset by a largely recurring revenue base supported by  
intermediate-term customer contracts, high barriers to entry, and  
solid operating margins, allowing for modest free operating cash  
flow generation."


CEC Industries: Reorganized Co. Closes $1 Million Debt Financing
----------------------------------------------------------------
Advantage Capital Development Corp. (OTC Pink Sheets: AVCP) (f/k/a
CEC Industries Corp.) has closed on a transaction for $1 million
in debt financing as part of the first phase of its financing as a
business development company.  The funds were provided by an
institutional investor.  The Company is currently raising equity
capital to finance its aggressive, short- and long-term investment
plans.

The Company recently changed its name to Advantage Capital
Development Corp. to better reflect its new business operations as
a regulated business development company.  This followed a
comprehensive corporate restructuring that included the
resignation of its former officers and directors as well as the
establishment of a new board of directors and the appointment of
new senior management.

"As a business development company, Advantage Capital Development
Corp. has the latitude to invest in both public and private
entities, including developing companies," said Jeffrey Sternberg,
Advantage Capital Development Corp. Chairman and CEO.  "This
initial round of financing will accelerate our efforts to create
long-term shareholder value by allowing us to bring to fruition
some of the investments that we are currently pursuing."

Mr. Sternberg said that as the result of the recent financing and
a high level of investor interest in additional financing, the
Company has been evaluating a number of potential investments in a
variety of industries.  As a BDC, the Company can avail itself of
certain types of debt and equity financing not normally available
to other public companies.  The Company said it hopes to announce
additional fundraising closings and/or investments in the near
future.

                      About the Company

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

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


CLYDESDALE CLO: Moody's Puts Ba2 Rating on $10M Class D Notes
-------------------------------------------------------------
Moody's Investors Service announced that it had assigned the
following ratings to five classes of notes issued by Clydesdale
CLO 2004, Ltd.:

     (i) Aaa to the U.S. $255,000,000 Class A-1 Floating Rate
         Notes Due 2016;

    (ii) Aa2 to the U.S. $22,500,000 Class A-2 Floating Rate Notes
         Due 2016;

   (iii) A2 to the U.S. $13,250,000 Class B-1 Deferrable Floating
         Rate Notes Due 2016 and U.S. $5,750,000 Class B-2
         Deferrable Fixed Rate Notes Due 2016;

    (iv) Baa2 to the U.S. $11,500,000 Class C-1 Floating Rate
         Notes Due 2016 and U.S. $2,500,000 Class C-2 Fixed Rate
         Notes Due 2016; and

     (v) Ba2 to the U.S. $10,000,000 Class D Floating Rate Notes
         Due 2016.

Nomura Corporate Research and Asset Management, Inc., is the
collateral manager of the collateral pool.  Moody's noted that its
ratings on this cash flow CLO reflect the credit quality of the
underlying assets, which consist primarily of senior secured bank
loans, the credit enhancement for the notes inherent in the
capital structure and the transaction's legal structure.


CORNING INC: Meeting Investors to Discuss LCD Segment Outlook
-------------------------------------------------------------
Corning Incorporated (NYSE:GLW) will speak with financial analysts
and investors over the next two weeks to discuss its liquid
crystal display glass segment outlook and its fiber-to-the-
premises opportunities, and will reaffirm its third-quarter
revenue expectations in the range of $950 million to $1 billion.

Wendell P. Weeks, president and chief operating officer, and James
B. Flaws, vice chairman and chief financial officer, will address
financial analysts at a Smith Barney Citigroup Technology
Conference in New York City and Donald B. McNaughton, senior vice
president, Display, will speak to analysts at a Credit Suisse
First Boston Asian Technology Conference in Taiwan, both on
September 9.  Financial analysts and investors also will join
Corning officials on a tour of the company's Shizuoka, Japan LCD
glass manufacturing facility later in the month and will hear from
executives in the Display Technologies segment.  In addition,
Flaws will speak at the Bank of America Securities 34th Annual
Investment Conference in San Francisco on Sept. 20.

"We are very pleased with our third-quarter to date business
performance," Mr. Weeks will tell analysts, "and we are very
comfortable with our previously announced earnings per share
expectation of $0.10 to $0.12, before special items, for the
quarter."  Corning's EPS quarterly guidance estimate is a non-GAAP
financial measure and excludes the previously announced charge of
approximately $25 million pretax for the sale of the company's
frequency control business and other potential gains and charges.
The non-GAAP financial estimate is reconciled on the company's
Investor Relations Web site.

               LCD market growth remains strong

Corning will tell investors that the company now expects the
worldwide market for LCD glass, measured in square feet, to grow
by approximately 60 percent this year and that the company's 2004
volume growth is on pace to grow at about 70 percent.  "Demand
from our LCD customers for our glass remains very strong.  Our
manufacturing facilities continue to operate at full capacity as
the volume gain in July and August was 75 percent over last year,
similar to our first-half of the year performance," Mr. Weeks will
say.

He also will point out that Corning now believes its full third-
quarter LCD sequential volume growth will be between 5 percent and
10 percent, versus previous guidance of about 10 percent.  The
company will note that the change in guidance is due to the need
for earlier-than-expected maintenance on one LCD glass melting
tank.  Regarding the recent news stories indicating potential
inventory buildups in certain panel sizes, Mr. Weeks will tell
investors, "It is our belief, supported by industry experts, that
panel manufacturers are now aggressively lowering prices to spur
consumer demand for the end products, but it is too soon to see
these price declines fully reflected at the retail level.  
However, we are entering into the traditionally strong season for
consumer electronic purchases with expected lower retail prices,
which should continue to support overall market growth."

Mr. Weeks also will tell attendees that Corning now believes that
worldwide annual growth of LCD glass will be in the range of 40
percent to 60 percent through 2006, although growth could be less
in any given quarter.  He will point out that this market demand
is expected to be driven by small applications (with screens under
10 diagonal inches), which are expected to require a near-doubling
in glass volume; notebook computers, which are expected to reach
up to 34 percent market penetration; LCD monitors, which may reach
up to 77 percent market penetration; and LCD televisions, which
may reach up to 16 percent market penetration, all by 2006.

He is expected to say that Corning believes its market estimate of
up to 16 percent for LCD television penetration is within the
range of industry analysts' expectations for the LCD television
market.  Mr. Weeks also will tell investors that expansions
announced to date by Corning will support a market penetration
rate of approximately 10 percent for LCD televisions.  To meet a
LCD television penetration rate of 16 percent, additional capacity
will have to be added.  "Our capacity plans are modular and we
will be able to accelerate our expansions or slow them down, if
necessary," he will say.

                     Telecommunications update

Mr. Weeks will tell analysts that Corning now expects its third-
quarter optical fiber volume to be in the range of a 5 percent to
15 percent increase over second-quarter volume.  Previously, the
company said it anticipated its third-quarter fiber volume to
experience a sequential decrease between 10 percent and 15
percent.  He will explain that the improved fiber performance
appears to be the result of unexpected strength in the North
American fiber market.  Mr. Weeks will tell investors that the
third-quarter improvements do not signal a recovery in the optical
fiber market.  "The optical fiber market continues to have
depressed pricing, few premium fiber network builds and general
oversupply three years after the downturn in the
telecommunications industry,"  Mr. Weeks will say. He will add
that Corning is also seeing some third-quarter volume improvement
as a result of Verizon's fiber-to-the-premises project to pass one
million homes this year, primarily in its hardware and equipment
products.

                     Webcast Information

A link to the live audio webcasts and presentations for the three
upcoming analyst conferences will be made available at
http://www.corning.com/investor_relationsand archived for one  
year following the conference.

                   About Corning Incorporated

Corning Incorporated -- http://www.corning.com/-- is a  
diversified technology company that concentrates its efforts on
high-impact growth opportunities.  Corning combines its expertise
in specialty glass, ceramic materials, polymers and the
manipulation of the properties of light, with strong process and
manufacturing capabilities to develop, engineer and commercialize
significant innovative products for the telecommunications, flat
panel display, environmental, semiconductor, and life sciences
industries.

                          *     *     *

As reported in the Troubled Company Reporter on August 16, 2004,
Fitch Ratings upgraded Corning Incorporated's senior unsecured  
debt to 'BB+' from 'BB' and the convertible preferred stock to  
'B+' from 'B'.  The Rating Outlook is Positive, Fitch said.  
Approximately $2.7 billion of securities were affected by Fitch's
action.  

The upgrade mainly reflects Corning's:

   * strengthened credit protection measures, resulting from  
     significantly improved operating performance; and  

   * lower cost structure and the company's ongoing improving  
     capital structure through a reduction of debt via cash  
     buyback, equity offerings, and asset sales.  

Firth also considered are Corning's solid market positions for
active matrix liquid crystal display -- LCD -- glass and  
telecommunications and increasing equity earnings from investments  
(mostly Samsung Corning Precision Glass and Dow Corning  
Corporation), a majority of which are non-cash.  The Positive  
Outlook reflects Fitch's belief that industry conditions for LCD  
monitor demand could improve further and telecommunications will  
remain stable, resulting in continuing positive trends for  
operating metrics and credit protection measures.  Concerns center  
on the increased capital commitments made to the Display  
Technologies segment (pressuring free cash flow), a  
Telecommunications segment (40% of revenues), which continues to  
have GAAP net losses but is free cash flow positive, potential for  
growing pricing pressures for LCD glass, and a continued need to  
invest in research and development to generate the next break-
through product for future revenue streams.


D-BOX TECH: Peter Morand Nominated to the Board of Directors
------------------------------------------------------------
Mr. Peter Morand is nominated as a director of D-Box Technologies
(TSX Venture Exchange: DBO.A).  Mr. Morand replaces Mr. Marc
Jasmin who has tendered his resignation.  Moreover, Mr. Morand
will continue to sit on the Advising Committee of D-Box
Technologies, Inc., with Mr. Leon Gosselin, President of Axcan
Pharma, and will be the formal link between the Board of Directors
and the Advising Committee.

Mr. Peter Morand, B.Sc., Ph.D., is President and Chief Executive
Officer of the Canadian Science and Technology Growth Fund, Inc.
Mr. Morand sits on the boards of a certain number of hi-tech start
ups and venture corporations and R&D companies.  He was previously
President of the Board of the Natural Sciences and Engineering
Research Council of Canada, is the author and co-author of more
then 80 scientific articles published in Canada, in Great Britain
and in the United States, and holds 20 patents.

As of September 7, 2004, D-Box Technologies inc. issued 25,000
options to Mr. Morand under its Share Option Plan, at the price of
$0.25 per share.

Mr. Robert de Bellefeuille has been nominated as Vice President
Sales.  This decision leads to his resignation from the Board of
Directors as of September 7, 2004.

For eight years, Mr. Robert de Bellefeuille was Vice President of
Aralex Acoustics, an important Canadian distributor of home
entertainment centers.  He says: "I am very happy to join such a
dynamic team on a full time basis and to actively participate in
the success of D-Box."

D-Box Technologies Inc. designs, manufactures and markets motion
simulators for use primarily in the home entertainment and
electronic games industries.  The company's products, which are
marketed under the Odyssee brand, generate movements that are
precisely synchronized to images and sounds.

D-Box Technologies First Quarter Report ended June 30, 2004,
states:

"During recent years, the Company committed a large portion of its
resources to the development of a new home theater system
technology ["Odyssee technology"].  The Company sustained
significant losses in the current and prior years, has violated
certain of its credit facility covenants and expect to have future
capital requirements, particularly in relation to the development
and marketing of its Odyssee technology and for the servicing of
its debt.  The Company intends to finance such future capital
requirements mainly from cash and cash equivalents on hand, short-
term investments, the gross proceeds of $575,000 from the issuance
of equity instruments in July and August 2004 as described in note
3 and through other externally generated funds such as the sale of
debt and equity securities.  The ability to generate sufficient
short-term and long-term capital in the future is dependant upon
many factors, including general economic conditions, technological
changes, market acceptance for the Odyssee technology and
competition.  As the Company continues to invest in the
development and the marketing of its Odyssee technology, it may
continue to experience operating losses.


DB COMPANIES: Getty Realty Buying 26 Properties for $25 Million
---------------------------------------------------------------
Getty Realty Corp. (NYSE: GTY) entered into definitive Asset
Purchase Agreements to acquire 36 convenience store and retail
service station properties now operated under the "DB Mart" brand
located in Connecticut and Rhode Island.  The aggregate purchase
price for these properties is approximately $25 million.  The
acquisition is being made as a part of the Bankruptcy Court
approved auction sale of all of the DB Mart locations, and has
been approved by the United States Bankruptcy Court in Wilmington,
Delaware.

Mr. Leo Liebowitz, Chairman and CEO of the Company, said, "We are
pleased to be adding these quality properties to our portfolio.  
In view of the strong rental market for these properties, we
expect the acquisition to be accretive to our earnings, given that
the Company's exposure to environmental remediation expenses
should not change to any significant degree as a result of the
acquisition." Mr. Liebowitz added, "This purchase is consistent
with our continuing focus upon profitable growth through
acquisitions of quality properties throughout the United States."

Getty Realty Corp. is a real estate investment trust specializing
in convenience stores, service stations and petroleum distribution
terminals.  The Company owns and leases approximately 1,000
properties in the Eastern United States.

Headquartered in Pawtucket, Rhode Island, DB Companies, Inc.
-- http://www.dbmarts.com/-- operates and franchises a regional   
Chain of DB Mart convenience stores in Connecticut, Massachusetts,  
Rhode Island, and the Hudson Valley region of New York.  The  
Company filed for chapter 11 protection on June 2, 2004 (Bankr.  
Del. Case No. 04-11618).  William E. Chipman Jr., Esq., at  
Greenberg Traurig, LLP represents the Debtors in their  
restructuring efforts.  When the Company filed for protection from  
their creditors, they estimated assets of over $50 million and  
debts of approximately $65 million.


DELTA AIR: DFW Int'l. Airport Works Closely on Restructuring Plans
------------------------------------------------------------------
DFW International Airport says it will continue to work closely
with Delta Air Lines (NYSE: DAL) in its restructuring efforts and
foresees long-term growth for the Airport in the years ahead.  The
Airport confirmed communications with Delta officials on the
possibility of restructuring.  Delta announced it is reducing its
daily flights at DFW from 256 to 21, with the remaining flights
servicing Delta's other hubs in Atlanta, Cincinnati and Salt Lake
City.  Delta expects the new flight schedule to be in place by
January 31, 2005.   The airline will also significantly reduce its
workforce in North Texas.

As reported in the Troubled Company Reporter yesterday, Delta Air
Lines' top executive outlined key elements of the company's
transformation on Tuesday intended to launch "the right airline
for the new era" by improving its customers' traveling experience
while simultaneously targeting more than $5 billion in annual cash
savings by 2006.  The company is on track to deliver by the end of
this year through its previously announced Profit Improvement
Initiatives (PII) approximately $2.3 billion of the total savings
target.

CEO Gerald Grinstein, in remarks to employees, described the top-
to-bottom overhaul as a "comprehensive, 360-degree plan that  
reinvents Delta."

The plan calls for over 51 percent of the company's network to be
restructured by January 31, 2005, resulting in "the largest  
single-day schedule transformation in Delta's history," along with  
improvements to its product and services, network and fleet, and  
operational efficiencies and productivity immediately and over the  
next 36 months, Mr. Grinstein said.

"Delta is a long-respected tenant of DFW International Airport and
has experienced much success as one of our original airlines when
we opened in 1974," says Max Wells, Chairman of the DFW
International Airport Board of Directors.  "Naturally, we all
express our concern for Delta's local employees and their
families.  The airline is doing what it believes is in its best
interest to survive, and we're glad the airline will maintain a
presence here.  DFW will continue to work with Delta on plans to
maximize its success and profitability at DFW following the
implementation of its restructuring plan."

DFW is currently evaluating the financial impact to the Airport
regarding possible Delta operating decisions, and will be
implementing cost-cutting procedures to respond as needed.

Meanwhile, DFW is already in dialogue with a number of other air
carriers who have expressed some interest in expanding service at
DFW or initiating new service.

The Airport remains a strong, attractive market for expanded and
new service, as evidenced by the growth of American Airlines and
AirTran Airways over the past year.  And DFW has never turned away
an airline wanting to offer service here in its 30-year history.

"With the most capacity of any airport in the world, DFW is
fortunate to have the size, competitive cost structure and local
market strength to 'backfill' many routes reduced by Delta, says
Jeff Fegan, CEO of DFW.  "All of the aviation business
fundamentals that have served DFW well over 30 years, and
particularly after 9/11, continue to work well today.  DFW is in
the geographic center of the United States, we have plenty of
capacity for expansion, an extremely strong local travel market,
and North Texas is an international business center.  We maintain
an extremely low cost structure to make it an attractive place for
airlines to start and grow service."

DFW's post 9/11 rebound in passenger traffic has continued to
outpace the entire industry for the past 17 months.

In July of this year, DFW's passenger traffic was up 8.8%, while
the industry was up only 4.2%.  The 5.68 million passengers who
passed through DFW in July comprised the best month for passenger
traffic at DFW since July 2000.

DFW will also set an all-time record for local passengers in North
Texas this year handling more than 23 million travelers, with
local travelers spending nearly $8 billion in airline tickets
annually.

Low-cost carriers hit an all-time high for passengers at DFW in
July 2004, handling 251,930 passengers, up approximately 21% from
the prior year.

Delta's decision will have no impact on the opening of
International Terminal D, the new SkyLink people mover or the
Grand Hyatt Hotel.  The Airport also anticipates no impact to its
bond ratings.  At this point, the Airport anticipates no staff
reductions as a result of Delta's decision, but employees will
continue to be asked to keep a close eye on costs and expenses
while maintaining a strong level of customer service.

No local tax dollars support DFW so there will be no financial
impact on its Owner Cities, Dallas and Fort Worth.

DFW currently estimates a $20 million loss in revenue in fiscal
2005 over original projections based on Delta's restructuring and
taking into account American Airlines' announcement of 70 new
daily departures.

"The Airport has returned approximately $81 million to the
airlines over the past three years primarily through cost
reductions.  These efforts demonstrate DFW's strong financial
stewardship and a willingness to partner with its tenant airlines
to reduce their costs of operating at DFW during these difficult
times," says Kevin Cox, DFW's Chief Operating Officer.  "This
fiscal year, DFW projects it will save the airlines approximately
$20 million as a result of reduced expenses and greater than
anticipated revenue.  We've cut landing fees twice this year.  And
of course, we will continue to look at innovative ways to increase
non-aviation revenues to keep costs low for our airlines.  This
industry continues to evolve and DFW will continue to work to stay
ahead of the business curve."

                  About DFW International Airport

Located halfway between the cities of Dallas and Fort Worth,
Texas, DFW International Airport is the world's third busiest,
offering nearly 2,000 flights per day and serving 57 million
passengers a year.  Currently, DFW International Airport provides
non-stop service to 136 domestic and 32 international destinations
worldwide.  For the latest news, real-time flight information,
parking availability or further details regarding the many
services provided at DFW International Airport, log on to
http://www.dfwairport.com/

Delta Air Lines is proud to celebrate its 75th anniversary in  
2004.  Delta is the world's second largest airline in terms of  
passengers carried and the leading U.S. carrier across the  
Atlantic, offering daily flights to 493 destinations in 87  
countries on Delta, Song, Delta Shuttle, the Delta Connection  
carriers and its worldwide partners.  Delta's marketing alliances
allow customers to earn and redeem frequent flier miles on more  
than 14,000 flights offered by SkyTeam, Northwest Airlines,  
Continental Airlines and other partners.  Delta is a founding  
member of SkyTeam, a global airline alliance that provides  
customers with extensive worldwide destinations, flights and
services.  For more information, please visit http://delta.com/

                          *     *     *

As reported in the Troubled Company Reporter on August 23, 2004,  
Standard & Poor's Ratings Services lowered Delta Air Lines, Inc.'s  
corporate credit rating and the ratings on Delta's equipment trust  
certificates and pass-through certificates to 'CCC'.  Any out-of-  
court restructuring of bond payments or a coercive exchange would  
be considered a default and cause the company's corporate credit  
rating to be lowered to 'D' -- default -- or 'SD' -- selective  
default, S&P noted.  Ratings on Delta's enhanced equipment trust  
certificates, which are considered more difficult to restructure  
outside of bankruptcy, were not lowered.   

A Committee of Senior Secured Aircraft Creditors of Delta Air  
Lines, Inc., holding $1.4 billion of senior secured debt and  
represented by the law firm of Bingham McCutchen LLP, has asked  
Delta for more information. Delta hasn't been forthcoming, the  
Committee indicated last week.


DEQUEEN GENERAL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: DeQueen General Hospital
        dba DeQueen Regional Medical Center
        1306 West Collin Raye Drive
        De Queen, Arkansas 71832

Bankruptcy Case No.: 04-75927

Type of Business: The Debtor operates a clinic and medical center.   
                  http://www.hospital-data.com/reports that the  
                  medical center is a 94-bed facility.

Chapter 11 Petition Date: September 3, 2004

Court: Western District of Arkansas (Texarkana)

Judge: James G. Mixon

Debtor's Counsel: Frederick S. Wetzel, III, Esq.
                  Frederick S. Wetzel, P.A.
                  1500 Riverfront Drive, Suite 104
                  Little Rock, AR 72202-1749
                  Tel: 501-663-0535

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
------                        ---------------       ------------
Christus St. Michael Loan                             $3,500,000
2600 St. Michael Drive
Texarkana, TX 75503

First National Bank           Loan 38305-$750,000       $998,954
P.O. Box 980                  (Revolving Line of
De Queen, AR 71832            Credit-secured by
                              property of DeQueen
                              Regional Medical)
                              Loan
                              37304- 23,307

EMCare Physicians Svcs.       Contract for ER           $348,837
Legal Dept.                   Phys. Coverage
1717 Main Street, Ste. 5200
Dallas, TX 75201

Triad Hospitals, Inc.                                   $328,194
5800 Tennyson Parkway
Plano, TX 75024

Quorum Health Resources       Management Contract       $230,116

Imaging Resources Group, LLC  Lease-MRI                 $188,100

Medical Doctor Assn.                                    $147,535

AHEC Southwest                                          $112,015

Modern Bio-Medical, Inc.                                 $71,446

Blood Systems, Inc.           Blood and Blood            $65,054
                              Supplies

Cananwill, Inc.                                          $36,055

McKesson General Medical                                 $29,178

CPSI                          Info Systems               $27,951

Midwest Surgical Svc-0476                                $26,515

Red River Pharmacy Svcs.                                 $26,402

Latigo Management                                        $24,750

Benjamin Veltri, MD                                      $23,198

Curleymed Staffing Solutions                             $21,051

BKD                                                      $17,639

J Stephens MayHughes & Asso.                             $17,622


ENRON: Proposes Avoidance Action Discovery Procedures
-----------------------------------------------------
Melanie Gray, Esq., at Weil, Gotshal & Manges, LLP, in New York,
relates that for over one year, Enron Corp. and its debtor-
affiliates and the Official Committee of Unsecured Creditors have
been working diligently to determine whether payments made or
obligations incurred by the Debtors to third parties prior to the
Petition Date constitute preferential or fraudulent transfers that
may be avoided pursuant to Sections 544, 547, 548 and 550 of the
Bankruptcy Code.  This resulted in over 1,000 avoidance actions
being commenced by the Debtors and the Creditors Committee since
the summer of 2003, seeking recovery in excess of $1,500,000,000.

                     The Avoidance Stay Order

Ms. Gray recalls that on May 5, 2004, the Court temporarily
stayed discovery in the avoidance actions to give the Debtors and
the Creditors Committee time to formulate discovery procedures.
The Stay Order compels the Debtors and the Creditors Committee to
serve the defendants Proposed Avoidance Discovery Procedures by
July 19, 2004, for further comments and negotiations.
Accordingly, on July 19, 2004, the Debtors and the Creditors
Committee served a set of proposed procedures to all parties to
the Avoidance Actions.

According to Ms. Gray, the July 19 Proposed Procedures sought to:

    * streamline the discovery process;

    * eliminate, when possible, the need for paper discovery;

    * avoid repetitive discovery requests and duplicative
      depositions;

    * anticipate potential areas for discovery disputes, so as to
      obviate the need for Court intervention to the extent
      possible;

    * build in sufficient flexibility, so as to allow the parties
      to certain cases to vary the procedures by agreement; and

    * allow for the most efficient means possible by which to
      litigate the plethora of Avoidance Actions in the
      circumstances.

The July 19 Proposed Procedures divided the Avoidance Actions
into five categories, and staggered the schedules for litigating
cases as among those Categories to some extent, in an attempt to
maximize the resources of all the parties and to minimize, to the
extent practicable, the litigation burden posed by having over
1,000 litigations proceed at roughly the same pace and at much
the same time.

Ms. Gray reports that over 30 law firms notified the Debtors'
counsel that they wished to be included in the negotiations
process.  Upon receipt of defense counsel's notification, the
Debtors' counsel sent an e-mail soliciting comments from defense
counsel regarding the issues they wanted to negotiate about, and
setting August 13, 2004, as the response deadline.  The Debtors
received substantive comments from more than 20 different law
firms, representing a number of the Avoidance Action defendants.

                      The Negotiation Process

The Debtors arranged several teleconferences to provide an
opportunity for interested parties to participate in the
negotiations process.  The Debtors invited all interested parties
to participate in an August 18, 2004 teleconference to discuss
the comments received regarding the particulars of the July 19
Proposed Procedures, and to discuss the possible modifications to
the Proposed Procedures being considered by the Debtors' estate.

Counsel from 39 law firms participated in the teleconference,
which lasted about two hours.  The Debtors also engaged in
separate, follow-up teleconferences with defense counsel who
expressed an interest in participating in those calls to discuss
the effects of the Proposed Procedures and to work together
regarding modifications.  In addition, the Debtors responded to
numerous inquiries regarding the proposed procedures received by
telephone and electronic mail from defense counsel across the
various Categories.

The comments and suggestions the Debtors received from defense
counsel reflected a variety of concerns.  The Debtors considered
all of the comments received from all parties, and have developed
the revised set of proposed discovery procedures dated
September 2, 2004.  The September 2 Proposed Procedures attempt
to incorporate, where practicable, the defendants' suggestions
and comments -- many of which were quite creative and helpful,
but which were in some respects inconsistent with one another.

The procedures and deadlines proposed can be modified either
through agreement of the parties to any particular case or upon
motion to the Court based on a showing of good cause.

By this motion, the Debtors and the Creditors Committee ask the
Court to approve the proposed Avoidance Action Discovery
Procedures, pursuant to Rules 7016 and 7026 of the Federal Rules
of Bankruptcy Procedure.

                The September 2 Proposed Procedures

A. General Structure

The Debtors and the Creditors Committee divided the Avoidance
Actions into five categories:

    * Category I consists of about 1,000 vendor avoidance
      actions;

    * Category II consists of actions initiated by the Creditors
      Committee, as well as actions initiated by the Employment
      Related Issues Committee;

    * Category III solely consists of the adversary proceeding
      captioned as Enron Corp. v. Citigroup, Inc., Adversary
      Proceeding No. 03-93611 (AJG);

    * Category IV consists of the four equity transactions
      avoidance actions; and

    * Category V consists of the guaranty avoidance and
      certain other actions.

To promote efficiency and minimize the burden on the estates'
resources, under the protocol, the Category I cases will be
litigated in waves, with staggered schedules.  The commencement
of each wave will be specified on no less than 60 days' written
notice by the Debtors' counsel.  Ms. Gray explains that the
number and timing of Waves will be dependent on progress in prior
waves, logistical difficulties, if any, the size of the cases,
the presence of issues common to particular cases, settlement-
related concerns and the like.  While the proposed procedures do
not prevent any defendant from requesting to be included in a
Wave at any particular time by contacting the Debtors' counsel,
the decision to include or not to include a case within a
particular Wave is within the Debtors' sole discretion.  However,
a defendant may move the Court to be included within a particular
Wave, upon a showing of an exceptional need to resolve its
contingent liability at the earliest possible time.

Categories II to V contain separate case management orders, which
were developed after extensive internal discussions with estate
case counsel, the Debtors, the Creditors Committee, and Kroll
Zolfo Cooper regarding the needs of each category of cases, the
concerns of defense counsel, and the feasibility of meeting the
deadlines set forth in each schedule.  In addition, in response
to concerns raised by certain Category V defense counsel that the
pace was too slow, Category V has been further divided into two
Categories -- Category V(a) and Category V(b) -- and as to
actions in Category V(a), the pace has been accelerated.

B. Common Provisions

As part of the protocol, the defendants in each category of the
Avoidance Actions will be granted access to two separate document
depositories the Debtors will create.  Neither of the two
depositories is intended to be a substitute for Federal Rule of
Civil Procedure 34 Document Requests and document productions, as
the proposed discovery procedures include provisions for case-
specific Document Requests in each of the five Categories.
Rather, the depositories serve as an opportunity by which defense
counsel can obtain access to documents on a footing that is equal
to that enjoyed by the Debtors' case counsel.  In addition, the
Debtors will not respond to Document Requests by simply referring
defendants to the document depositories.  Nonetheless, the
depositories serve as a partial justification for the
restrictions set forth in the procedures regarding certain open-
ended, overly broad Documents Requests.  The two depositories
will be online, and searchable by text, which will allow for
easier access, at minimal cost to the defendants.

The first document depository will be populated with non-
privileged documents the Debtors produced into the electronic
depository formed in connection with the Newby/Tittle Actions
pending in the United States District Court for the Southern
District of Texas.  The second depository will be populated with
non-privileged documents in the Debtors' possession, custody or
control related to any postpetition avoidance action litigation
directly relating to two issues that are common to many of the
Avoidance Actions:

    (1) Enron Corp.'s insolvency
    (2) Enron Corp.'s cash management system

Ms. Gray notes that the Proposed Procedures provide for only one
deposition of the expert witness, whenever practicable, with
respect to that issue in connection with cases in that Category
or Wave.  Moreover, where the solvency or insolvency of a
particular Debtor entity as of a particular timeframe may be
relevant to cases outside that particular Category or Wave, the
Proposed Procedures provide that the Debtors notify all
defendants in all avoidance actions and invite them to
participate in the deposition of that solvency or insolvency
witness at that time.  This is the "anti cherry-picking"
provision.

Ms. Gray informs Judge Gonzalez that the Proposed Procedures
provide that whenever the Debtors believe that it would be more
efficient to have a witness testify in multiple actions within a
particular Category or Wave at the same time, the Debtors will
notify the relevant defendants and organize a conference to
discuss the logistics regarding that witness' deposition, in an
effort to reach agreement.

To reduce the burdens on all parties associated with having to
respond to numerous discovery-related and dispositive motions,
the Proposed Procedures include a gate-keeping provision whereby
no motion may be made without prior Court approval, which may be
sought, on notice to the Debtors, the Creditors Committee, and
estate case counsel, by telephone conference with the Court.

As it is impossible for the Debtors and the Creditors Committee
to foresee the possible issues and circumstances that may arise
in each of the more than 1,000 Avoidance Actions, the Proposed
Procedures provide for the ability of the parties to negotiate,
in good faith, and stipulate to modify the procedures, as the
specific needs of each case may dictate.

Ms. Gray contends that the September 2 Proposed Procedures will
minimize administrative costs in the Avoidance Actions.  Approval
of the Proposed Procedures will enhance the Debtors' ability to
operate their businesses and maximize and preserve their values.

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. 124;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


FEDERAL-MOGUL CORP: Has Until December 1 to Decide on Leases
------------------------------------------------------------
At the behest of Federal-Mogul Corporation and its debtor-
affiliates, the U.S. Bankruptcy Court for the District of Delaware
extends the time within which they may elect to assume, assume and
assign, or reject their non-residential real property leases
through and including December 1, 2004.

As reported in the Troubled Company Reporter on August 18, 2004,
Michael P. Migliore, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub, PC, in Wilmington, Delaware, explains that
several real property leases that relate to the Debtors' numerous
facilities are still being evaluated.  The process of evaluating
and rejecting the Leases has taken place as the Debtors seek to:

   (a) consolidate their facilities to eliminate redundancies and
       inefficiencies; and

   (b) shift certain manufacturing efforts to portions of the
       country and the world more suitable to the Debtors'
       businesses, consistent with their overall business plan.

Mr. Migliore asserts that the extension will allow time for the
evaluation process to continue and for the Debtors to preserve the
maximum flexibility in restructuring their business.  Without an
extension, the Debtors could be forced prematurely to assume
Leases that would later be burdensome, giving rise to large
potential administrative claims against the Debtors' estates and
hampering their ability to reorganize successfully.  In the
alternative, the Debtors could be forced prematurely to reject
that would have been of benefit to the Debtors' estates, to the
collective detriment of all stakeholders.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest  
automotive parts companies with worldwide revenue of some
$6 billion.  The Company filed for chapter 11 protection on
Oct. 1, 2001 (Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan,
Esq., James F. Conlan, Esq., and Kevin T. Lantry, Esq., at Sidley
Austin Brown & Wood and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from its creditors, they listed $10.15 billion in
assets and $8.86 billion in liabilities. (Federal-Mogul Bankruptcy
News, Issue No. 63; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


FISHER COMMUNICATIONS: S&P Rates Proposed $150M Sr. Notes at B-
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Fisher Communications, Inc.  At the same time,
Standard & Poor's assigned a 'B-' rating to the company's proposed
$150 million senior unsecured notes due in 2014.  Proceeds from
the proposed notes offering are expected to be used to refinance
the company's existing credit facilities and to unwind a variable
forward sale transaction.  The outlook is stable.

The Seattle, Washington-based television and radio station owner
and operator had approximately $140 million of debt outstanding at
June 30, 2004.

"The rating on Fisher reflects its small cash flow base, limited
cash flow and geographic diversity, a weak EBITDA margin compared
to its peers, concerns about the prospects for discretionary cash
flow growth in the near term, and competition from other major
network affiliated stations whose parent companies have larger
financial resources," said Standard & Poor's credit analyst Alyse
Michaelson.  Additionally, in 2003 the company's auditors
identified a material weakness in its internal controls.  These
factors are only partially offset by the good margin and
discretionary cash flow potential inherent in the broadcasting
business, television and radio station asset values, and the
liquidity derived from the ownership of shares in Safeco Corp.

Fisher owns and operates nine television stations, 27 radio
stations, and has a 50% ownership interest in an additional
television station.  All of the company's television and radio
properties are located in the Pacific Northwest.  Fisher is a
publicly traded, closely held company, with the Fisher family
owning a meaningful percentage of the outstanding shares.


FLAGSHIP CLO: Moody's Places Ba2 Rating on $10.6 Class D Notes
--------------------------------------------------------------
Moody's Investors Service assigned ratings to six Classes of Notes
issued by Flagship CLO III and brought to market by Banc of
America Securities LLC.  Moody's assigned these ratings to the
Notes issued:

   * Aaa to the U.S.$35,400,000 Class A Senior Secured Floating
     Rate Revolving Notes Due 2016;

   * Aaa to the U.S.$234,000,000 Class A Senior Secured Floating
     Rate Funded Notes Due 2016;

   * A2 to the U.S.$29,400,000 Class B Second Priority Deferrable
     Floating Rate Notes Due 2016;

   * Baa2 to the U.S. $13,000,000 Class C Third Priority
     Deferrable Floating Rate Notes Due 2016; and

   * Ba2 to the U.S. $10,600,000 Class D Fourth Priority
     Deferrable Floating Rate Notes Due 2016.

In addition Moody's assigned Baa1 to the U.S. $3,000,000
Combination Notes Due 2016.

The rating on the Combination Note will not be monitored and will
not be in effect after the closing date.  Proceeds from the
issuance will be used to purchase a diversified pool consisting
primarily of U.S. Dollar denominated loans which will be managed
by Flagship Capital Management, Inc., a wholly owned subsidiary of
Bank of America Corporation.


FOSTER WHEELER: Recalculates Interest Rate for New Sr. Sec. Notes
-----------------------------------------------------------------
Foster Wheeler Ltd. (OTCBB: FWLRF) declared the recalculated
interest rate applicable to the Fixed Rate Senior Secured Notes
due 2011, Series A, to be issued by Foster Wheeler LLC in the
equity-for-debt exchange offer that the company launched on
June 11, 2004.

If the exchange offer expires as currently scheduled on September
10, 2004, the New Notes will bear interest at a rate of 10.495%
per annum.  This rate is equal to 6.65% plus the yield on U.S.
Treasury notes having a remaining maturity equal to the maturity
of the New Notes determined as of 2:00 p.m., New York City time,
on the second business day prior to the expiration of the exchange
offer.  The terms of the New Notes are described in the
registration statement on Form S-4 (File No. 333-107054) relating
to the exchange offer.

The interest rate set forth above supersedes the rates previously
announced.

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

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.

                         *     *     *

As reported in the Troubled Company Reporter on September 2, 2004,  
Foster Wheeler Ltd. declared the recalculated interest rate
applicable to the Fixed Rate Senior Secured Notes due 2011, Series
A, to be issued by Foster Wheeler LLC in the equity for debt
exchange offer that the company launched on June 11, 2004.  

If the exchange offer expires as currently scheduled on September
2, 2004, the New Notes will bear interest at a rate of 10.390% per
annum.  This rate is equal to 6.65% plus the yield on U.S.
Treasury notes having a remaining maturity equal to the maturity
of the New Notes determined as of 2:00 p.m. New York City time on
the second business day prior to the expiration of the exchange
offer.  The terms of the New Notes are described in the
registration statement on Form S-4 (File No. 333-107054) relating
to the exchange offer.


FOSTER WHEELER: Secures Repeat Biz with Merck Sharp in Singapore
----------------------------------------------------------------
Foster Wheeler Ltd. (OTCBB:FWLRF) reported that a subsidiary of
Foster Wheeler International Corporation, Foster Wheeler Eastern
Private Ltd., was awarded an engineering, procurement and
construction contract by Merck, Sharp & Dohme for work to be
executed within MSD's existing multi-purpose primary production
facility located within the pharmaceutical zone at Tuas,
Singapore.  The terms of the contract were not disclosed.  The
booking was included in the first quarter.

"This award reflects our continued successful working relationship
with MSD and our outstanding pharmaceutical track record in
Singapore," said Clive Mullins, global business development
director, pharmaceuticals, Foster Wheeler International
Corporation.  "It follows our successful handover last year of
MSD's new secondary facility in Singapore, on schedule, under
budget, and with an award-winning safety performance."

Under the scope of the contract, Foster Wheeler will partially fit
out spare bays within the existing building that it previously
designed, constructed and completed for MSD in 2002.

Because the work will be carried out while the plant is still
operating, measures have been taken to isolate the work areas, and
a strict permit-to-work system will be necessary.  System tie-in
works will be executed during pre-planned shutdown operations when
manufacturing activities will have ceased or are running at
reduced levels.

                       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.


GMAC COMM'L: Moody's Junks One Class & Puts Low-B Ratings on Five
-----------------------------------------------------------------
Moody's Investors Service placed nine classes of GMAC Commercial
Mortgage Securities, Inc., Series 2000-C3 Mortgage Pass-Through
Certificates on review for possible downgrade as follows:

   -- Class J, $25,494,000, WAC, currently rated Ba2;
   -- Class K, $4,461,000, WAC, currently rated Ba3;
   -- Class L, $9,560,000, WAC, currently rated B1;
   -- Class M, $15,933,000, WAC, currently rated B2;
   -- Class N, $3,186,000, WAC, currently rated B3;
   -- Class O, $3,186,000, WAC, currently rated Caa2;
   -- Class S-MAC1, $13,009,854, Fixed, currently rated A3;
   -- Class S-MAC2, $9,155,083, Fixed, currently rated Baa2; and
   -- Class S-MAC3, $5,526,779, Fixed, currently rated Baa3.

Moody's placed Classes J, K, L, M, N and O on review for possible
downgrade due to concerns about the pool's overall performance and
potential losses associated with the specially serviced loans.
Approximately 36.3% of the pool is on the master servicer's
watchlist and six loans totaling 1.2% of the pool are in special
servicing. Since securitization, two loans have been liquidated
from the pool, resulting in realized losses of approximately $3.9
million.

Moody's placed Classes S-MAC1, S-MAC2 and S-MAC3 on review for
possible downgrade due to concerns about the performance of the
MacArthur Center Loan, which consists of a $97.3 million senior
loan and a $42.3 million junior loan. Classes S-MAC1, S-MAC2 and
S-MAC3 are rake classes supported by the junior loan. MacArthur
Center is a 1.0 million square foot regional mall located in
Norfolk, Virginia. The property's performance has been impacted by
a decline in rental income and increased expenses. The loan has
been on the master servicer's watchlist since March 2003.

As of the August 16, 2004 distribution date the transaction's
aggregate outstanding loan balance has declined by approximately
4.5% to $1.26 billion from $1.32 billion at securitization. The
pool consists of three shadow rated loans amounting to 22.2% of
the pool and a conduit component representing 77.8% of the pool.

Moody's review will focus on the operating performance of all the
loans in the pool as well as the estimated losses on the specially
serviced loans.


GSC PARTNERS: Moody's Puts $10M Class B Notes Ba3 Rating on Watch
-----------------------------------------------------------------
Moody's Investors Service placed on watch for possible upgrade the
rating for the Class B Floating Rate Subordinated Notes due 2013
issued by GSC Partners CDO Fund II, Limited.

Moody's notes that there have been improvements in:

   * the collateral par value tests (The Class A O/C Test and the
     Class B O/C Test),

   * the diversity score,

   * the weighted average recovery rate, and

   * the Caa exposure of the underlying pool.

However, this transaction is failing the Average Portfolio Rating
Test as reported in the Trustee Monthly Report dated as of
July 30, 2004 and has a Caa basket of 24% (in excess of a 15%
maximum exposure allowed), but such exposure has decreased from
the 33% level as of the last rating action on January 10 2003.

Issuer: GSC Partners CDO Fund II, Limited

Rating Action: Watch for Upgrade

   The rating of this Class of Notes has been placed on watch for    
   upgrade:

      Class Description:

      U.S. $10 million (current outstanding amount approximately
      U.S. $6.7 million) Class B Floating Rate Subordinated Notes
      due 2013 rated Ba3.


HAWAIIAN AIRLINE: Teams With Points.com to Add More Customer Value
------------------------------------------------------------------
Points International Ltd. (TSX Venture Exchange: PTS) inks an
agreement with Hawaiian Airlines' HawaiianMiles Program. Through
its Points Exchange(TM) technology solution, Points International
is now facilitating the online exchange of HawaiianMiles.
HawaiianMiles members now have the opportunity to consolidate
their other loyalty currencies into HawaiianMiles or exchange
their HawaiianMiles for the currencies of other loyalty programs
in order to reach their reward goals faster.

Members of Points.com have the added convenience of being able to
earn, redeem, exchange, and manage their loyalty currencies in one
place.  "We are delighted that another world class airline has
joined our Points Exchange(TM) said Rob MacLean, CEO of Points
International.  "The Hawaiian Airlines partnership is significant
in that it illustrates the effectiveness of our strategic
relationships with MilePoint and Sabre, with Hawaiian being a
partner of both companies.  We are enthusiastic about continuing
to add partners to the Exchange as well as offering more
specialized services for HawaiianMiles members in the future."

HawaiianMiles has been called the most innovative frequent flyer
program in Hawaii.  HawaiianMiles can be earned by shopping at
various stores, eating at restaurants throughout Hawaii, flying
with Hawaiian Airlines, as well as through their partners.  Some
of their partners include America West and Alaska Airlines, all of
which are partners with Points.com.

"HawaiianMiles is a program that adds real value for the traveler,
offering a multitude of ways to earn and use miles.  Through
Points.com, that value is now magnified many times over, as
HawaiianMiles members now have access to all the other Points.com
programs," said Rick Peterson, Sr. Director - E Business and
Marketing Programs.

                 About Points International Ltd

Points International Ltd. operates the only independent loyalty
points exchange - at http://www.points.com/- allowing consumers  
to earn, redeem, exchange and manage their participating loyalty
currencies to achieve the rewards they want faster.  Points to
date has attracted over 40 partners, including industry leaders
eBay (Anything Points), American Airlines (the AAdvantage(R)
program), InterContinental Hotels (Priority Club(R) Rewards), Air
Canada (Aeroplan(R)), Delta Air Lines (Sky Miles(R)), Imperial Oil
(Esso Extra), GiftCertificates.com(TM), Fairmont Hotels & Resorts,
Cathay Pacific Airways (Asia Miles(R)), Starbucks and many more.

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).  Joshua Gotbaum serves as the chapter 11 trustee for
Hawaiian Airlines, Inc.  Mr. Gotbaum is represented by Tom E.
Roesser, Esq., and Katherine G. Leonard at Carlsmith Ball LLP and
Bruce Bennett, Esq., Sidney P. Levinson, Esq., Joshua D. Morse,
Esq., and John L. Jones, II, Esq., at Hennigan, Bennett & Dorman
LLP.


HEADWATERS INCORPORATED: S&P Assigns B+ Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to South Jordan, Utah-based Headwaters, Inc.  The
outlook is stable.

Standard & Poor's also assigned its senior secured bank loan
ratings to the company's $865 million term loan and revolving
credit facility, based on preliminary terms and conditions.  The
$75 million revolving credit facility and $640 million first-lien
term loan are rated 'B+' with a recovery rating of '3'.  This
reflects an expectation of meaningful (50% to 80%) recovery of
principal in the event of a default.  The $150 million second-lien
term loan is rated 'B-' with a recovery rating of '5', which
reflects expectations of negligible recovery of principal in the
event of a default.

In addition, Standard & Poor's assigned its 'B-' subordinated debt
rating to Headwaters' $172.5 million convertible subordinated
notes due 2016.

"The ratings reflect significant business and financial risks,
including Headwaters' relatively recent entry into the building
materials industry, and cyclical demand for its products," said
Standard & Poor's credit analyst Cynthia Werneth.

The term loan proceeds will be used to finance Headwaters'
$715 million acquisition of Tapco International Corp. and to
refinance existing debt.  Upon conclusion of this transaction,
total debt including capitalized operating leases will approximate
$1 billion.

Tapco, which manufactures injection-molded plastic products
(including shutters, mounting blocks, gable vents, window mantels,
door surrounds, and siding) and professional installation tools
used primarily in residential remodeling and construction, had
sales of $210 million for the year ended Oct. 31, 2003.  The
acquisition should benefit Headwaters' business profile by adding
a high-margin business with good growth prospects that will
broaden its building products line, distribution network, and
geographic diversity, while reducing dependence on its Covol Fuels
business, whose customers rely on tax credits that are scheduled
to expire at the end of 2007.

Headwaters, a NASDAQ-listed company, is engaged in two broad lines
of business: alternative energy and building materials.  Its Covol
Fuels division develops and commercializes technologies that
enhance the value of coal, gas, oil, and other natural resources.


HEALTH NET: Moody's Shaves Sr. Unsec. Debt Rating One Notch to Ba1
------------------------------------------------------------------
Moody's Investors Service downgraded Health Net, Inc.'s senior
unsecured debt rating to Ba1 from Baa3.  Moody's stated the
downgrade was the result of a higher degree of uncertainty with
respect to Health Net's earnings and membership over the next
several quarters as well as the reduced financial flexibility of
the company.  The rating agency also noted that the capital
adequacy level of the company has not kept pace with the level of
similarly rated companies in the health benefits sector and that
additional analysis and discussions with the company have revealed
a lower capital adequacy level than previously indicated.  The
outlook for the rating has been changed to stable.

The rating action concludes the review that was initiated on
May 6, 2004.  The review was prompted by earnings and operational
developments announced by Health Net in its first quarter 2004
earnings release, involving higher than expected hospital unit
costs in its California operation as well as higher unit costs,
higher utilization, and pricing issues in its Northeast operation.

Based on its review, Moody's noted that through July 2004, Health
Net's commercial membership has declined by approximately 75,000
members (2.6%) mainly as a result of premium increases instituted
by the company.  The rating agency added that with the continued
emphasis on premium increases to address the current earnings
downturn, Health Net faces the risk of significant additional
membership loss in the first quarter of 2005 when there is
considerable membership renewal exposure.  Moody's also noted that
the results of health care and operational cost savings
initiatives identified by Health Net are based on assumptions tied
to a number of variables, resulting in uncertainty as to the
timing and amount of savings that could ultimately be realized.

In addition, Moody's commented that while the company is
addressing these issues, its financial flexibility will be
constrained as a result of the transition of its TriCare contract.
These include a change in the funding arrangement, which will
reduce cash flow from operations during 2004, and the
establishment of a required reserve, which has reduced the
unencumbered cash at the parent company until sometime in 2005.  
Moody's notes that Health Net's repurchase of approximately
$40 million of stock in August has further reduced its financial
flexibility.

Moody's also explained that a portion of the capital at Health Net
of California, Inc., was found to be secured notes from the parent
company and other non-regulated subsidiaries.  Since Moody's does
not give credit in its adjusted risk based capital -- RBC --
calculation for these assets, the resulting RBC has decreased to
135% company action level -- CAL -- from 165% CAL as of December
31, 2003.  Health Net has proposed a plan to address this issue,
restructuring and improving the quality of the capital at the
California subsidiary during 2005 to bring RBC back to its
previous level.

Moody's noted that if annual margins fall below 2%, commercial
membership losses through 2005 exceed 5%, or if the company is
unable to remedy financial flexibility constraints or to
restructure and improve the quality of the capital in its
California subsidiary by mid-2005, the rating may be downgraded.  
Additionally, increased debt levels raising the company's
financial leverage to the 30% level will place downward pressure
on the ratings.  However, the rating agency stated that if the
company successfully implements the initiatives outlined in its
plans and begins to realize annual net margins approaching 3%
along with annual commercial membership growth of at least 2%, and
increases its RBC level to 175% CAL, the rating may be upgraded.

This rating has been downgraded with a stable outlook:

   Health Net, Inc.:

      * senior unsecured debt rating to Ba1 from Baa3.

Health Net, based in Woodland Hills, California, reported total
revenues of $5.8 billion for the first six months of 2004.  As of
June 30, 2004, the company had total membership of approximately
5.2 million and reported shareholder's equity of $1.3 billion.


HEILIG-MEYERS: Empresas Berrios Offers $14M for Its $18M Note
-------------------------------------------------------------
Empresas Berrios, Inc., a major furniture retailer in Puerto Rico
(and one of the Top 50 companies in Puerto Rico according to the
Puerto Rico Herald), borrowed $18,000,000 from a Heilig-Meyers
Company affiliate under the terms of a Subordinated Promissory
Note dated April 19, 2000.  The Note arose from Heilig-Meyers'
contemporaneous sale of 33 stores to Empresas Berrios.  

Empresas Berrios has offered Heilig-Meyers $14 million, in cash,
to buy the note back.  

The Subordinated Note's key terms are:

    (a) Empresas Berrios pays 8% interest on the principal amount
        each April;

    (b) the note matures on April 19, 2009;

    (c) a portion of the interest (3% per year) is deferred and
        payable on the maturity date, subject to a 50% reduction
        if the note is prepaid in full by April 19, 2007; and

    (d) the note is subject to the terms of a subordination
        agreement in favor of Citibank, N.A., as administrative
        agent for a consortium of lenders under a Credit
        Agreement dated April 19, 2000.  

To date, "no monetary default has existed under the note,"
Katherine Macaulay Mueller, Esq., at LeClair Ryan, P.C., in
Richmond, Virginia, tells the Bankruptcy Court.  

"The Debtors have considered their available options concerning
the Berrios Note," Ms. Mueller continues, and the Debtors are
convinced this transaction is "the best manner of realizing the
maximum value of the Berrios Note."  The Official Committee of
Unsecured Creditors, represented by Scott L. Alberino, Esq., at
Akin Gump Strauss Hauer & Feld LLP, agrees.  

Empresas Berrios is represented in this transaction by Juan A.
Aquino, Esq., at O'Neill & Borges in San Juan, P.R.

Objections to the sale, if any, must be filed and served on or
before September 15, 2004.  The Bankruptcy Court has scheduled a
Sale Hearing for Sept. 22, 2004, at 11:30 a.m.

Heilig-Meyers Company filed for chapter 11 protection on Aug. 16,
2000 (Bankr. E.D. Va. Case No. 00-34533), reporting $1.3 billion
in assets and $839 million in liabilities.  When the Company filed
for bankruptcy protection it operated hundreds of retail stores in
more than half of the 50 states.  In April 2001, the company shut
down its Heilig-Meyers business format.  In June 2001, the Debtors
sold its Homemakers chain to Rhodes, Inc.  GOB sales have been
concluded and the Debtors are liquidating their remaining Heilig-
Meyers assets.  The Debtors are working to effect a restructuring
of their RoomStore business operations with the expectation of
bringing that business out of bankruptcy as a reorganized company.  
Bruce H. Matson, Esq., Troy Savenko, Esq., and Katherine Macaulay
Mueller, Esq., at LeClair Ryan, P.C., in Richmond, Va., represent
the Debtors.  


HILLCREST: Moody's Withdraws B1 Series 1999A & 1999B Bond Ratings
-----------------------------------------------------------------
Moody's Investors Service has withdrawn the B1 ratings assigned to
Hillcrest HealthCare System's Series 1999A and 1999B (taxable)
bonds (approximately $219.3 million outstanding) issued through
the Oklahoma Development Finance Authority.  

This action follows the receipt of executed documents that
establish an escrow fund to refund the outstanding bonds.  The
Series 1999A bonds now carry an Aaa rating which reflects both the
quality of the permitted investment securities and the escrow
structure.  The 1999B bonds matured on August 15, 2004.  Hillcrest
HealthCare System has been acquired by Ardent Health Services
based in Nashville, Tennessee.  


HOLLINGER: Shareholders Commence Class Action Suit in Saskatchewan
------------------------------------------------------------------
Class action lawyer Tony Merchant, Q.C., at Merchant Law Group in
Regina, Saskatchewan, filed class action lawsuits against Lord
Conrad Black, his companies, and other associated companies and
individuals, on behalf of shareholders in Hollinger Inc. (TSE) and
Hollinger International Inc. (NYSE).  

"We believe the Courts will allow us to represent all Canadian
shareholders, and potentially worldwide, from small investors to
institutional funds, for the huge market losses suffered by
shareholders.  Regardless of whether individuals owned or have
owned shares in Hollinger directly, through a mutual fund, RRSP,
pension plan, or insurance investments, every Canadian and others,
with a current or past financial interest in Hollinger will be
covered by this Class Action lawsuit," Mr. Merchant said.

"As Hollinger Inc., and other related Lord Black companies are
located in Canada, many of the questionable transactions which
occurred took place in Canada, and in the case of transactions
involving Hollinger International Inc., often on both sides of the
border," Mr. Merchant continued.  

"Correspondence to Chief Justice Gerein of the Saskatchewan Court
of Queen's Bench is already underway, as the Saskatchewan system
permits expedited and almost immediate Court attention in Class
Actions.  Early protection of shareholder rights may be profoundly
significant if these companies experience ongoing negative
pressure as further discoveries of wrongdoing emerge," Mr.
Merchant explains.

Merchant Law Group -- http://www.merchantlaw.com/-- has nine  
offices across the four western provinces.  Merchant and his firm
are well known for their involvement in Class Action cases in
Canada, currently including Breast Implants litigation, Metis
Veteran Benefits claims, Cryptosporidium Water proceedings,
Residential School litigation, a CPR  Anhydrous Ammonia action,
and cases regarding Brookfield assets, IBM Information Security
damages, Tundra noxious gas emissions, and Canadian Wheat Board
Pool transfers.  Tony Merchant is known to be one of Canada's most
active litigators with nearly 600 reported cases and has argued
thousands of cases before the Canadian and American Courts in five
provinces, three states, and the territories, and in the Trial and
Administrative Courts and tribunals, and the Courts of Appeal of
various American and Canadian jurisdictions, the Federal Court of
Canada, and the Supreme Court of Canada. Mr. Merchant has a long
history in pursuing public policy cases. Tony Merchant is also a
former MLA.

Hollinger, Inc., (TSX:HLG.C; HLG.PR.B) says it is aware the class
action lawsuit has been commenced.  

However, Hollinger has not been served with a copy of the
Statement of Claim in this lawsuit and therefore has not reviewed
the particular allegations of the Statement of Claim.  The lawsuit
has not at this time been certified by the Court as a class
action.

Hollinger's principal asset is its approximately 68.0% voting and
18.2% equity interest in Hollinger International.  Hollinger
International is an international newspaper publisher with
English-language newspapers in the United States and Israel.  Its
assets include the Chicago Sun-Times and a large number of
community newspapers in the Chicago area, The Jerusalem Post and
The International Jerusalem Post in Israel, a portfolio of new
media investments and a variety of other assets.

                         *     *     *

As reported in the Troubled Company Reporter on August 31, 2004,
as a result of the delay in the filing of Hollinger's 2003 Form
20-F (which would include its 2003 audited annual financial
statements) with the United States Securities and Exchange
Commission by June 30, 2004, Hollinger is not in compliance with
its obligation to deliver to relevant parties its filings under
the indenture governing its senior secured notes due 2011.  
US$78 million principal amount of Notes are outstanding under the
Indenture.  On August 19, 2004, Hollinger received a Notice of
Event of Default from the trustee under the Indenture notifying
Hollinger that an event of default has occurred under the
Indenture.  As a result, pursuant to the terms of the Indenture,
the trustee under the Indenture or the holders of at least 25
percent of the outstanding principal amount of the Notes will have
the right to accelerate the maturity of the Notes.

Approximately US$5 million in interest on the Notes was due on
September 1, 2004.  Hollinger has deposited the full amount of
such interest payment with the trustee under the Indenture and
noteholders will receive their interest payment in a timely
manner.

As of the close of business on August 27, 2004, Hollinger had
approximately US$8.7 million of cash or cash equivalents on hand
and owned, directly or indirectly, 792,560 shares of Class A
Common Stock and 14,990,000 shares of Class B Common Stock of
Hollinger International.  Based on the August 27, 2004 closing
price of the shares of Class A Common Stock of Hollinger
International on the New York Stock Exchange of US$17.14, the
market value of Hollinger's direct and indirect holdings in
Hollinger International was US$270,513,078.40.  All of Hollinger's
direct and indirect interest in the shares of Class A Common Stock
of Hollinger International are being held in escrow with a
licensed trust company in support of future retractions of its
Series II Preference Shares and all of Hollinger's direct and
indirect interest in the shares of Class B Common Stock of
Hollinger International are pledged as security in connection with
the Notes.  In addition, Hollinger has previously deposited with
the trustee under the Indenture approximately US$10.5 million in
cash as collateral in support of the Notes.

Consequently, there is currently in excess of US$267.4 million
aggregate collateral securing the US$78 million principal amount
of the Notes outstanding.

Hollinger also received notice from staff of the Midwest Regional
Office of the U.S. Securities and Exchange Commission that they
intend to recommend to the Commission that it authorize civil
injunctive proceedings against Hollinger for certain alleged
violations of the U.S. Securities Exchange Act of 1934 and the
Rules thereunder.  The notice includes an offer to Hollinger to
make a "Wells Submission", which Hollinger will be making, setting
forth the reasons why it believes the injunctive action should not
be brought.  A similar notice has been sent to some of Hollinger's
directors and officers.

As reported in the Troubled Company Reporter on September 7, 2004,
the Honourable Mr. Justice Colin L. Campbell of the Ontario
Superior Court of Justice has ordered that an inspector be
appointed pursuant to s. 229(1) of the Canada Business
Corporations Act to conduct an investigation of Hollinger, Inc.,
(TSX: HLG.C; HLG.PR.B), as requested by Catalyst Fund General
Partner I Inc., a Hollinger shareholder.


IMMUNE RESPONSE: Inks Licensing Pact for Cancer Cell Line Vaccines
------------------------------------------------------------------
The Immune Response Corporation (Nasdaq: IMNR), a
biopharmaceutical company dedicated to becoming a leading immune-
based therapy company in HIV and multiple sclerosis -- MS, and
NovaRx Corporation, a privately-held company dedicated to
developing therapeutic vaccines to treat cancer, signed a
licensing agreement to transfer all of The Immune Response
Corporation's in-licensed development and marketing rights of the
Sidney Kimmel Cancer Center's -- SKCC -- patent portfolio for
cancer cell line vaccines to NovaRx.

In addition, NovaRx agreed to pay The Immune Response Corporation
the total sum of $1,050,000, including an upfront fee and a final
payment due on or before August of 2007.  The Immune Response
Corporation had previously licensed the cancer cell vaccine
technology from SKCC in 1994.

"When I joined the company early last year, we began a strategic
re-focus of The Immune Response Corporation in the areas of HIV
and MS and this transaction further supports that business
objective," said John N. Bonfiglio, Ph.D., Chief Executive Officer
of The Immune Response Corporation.

"We are focused exclusively on the development of cancer vaccines
and are delighted that we will be in a position to realize
increased profitability through royalty reduction once the
products under development become commercially available." said
Habib Fakhrai, Ph.D., President and CEO of NovaRx Corporation.  
"As one of the inventors of the technology, I have already worked
with SKCC successfully on both our brain cancer and lung cancer
therapeutic vaccines. Our product to treat individuals with non-
small cell lung cancer is in a Phase II clinical trial, which has
been fully enrolled 14 months ahead of schedule, and we look
forward to the further expansion of our cancer research as a
result of this agreement."

In 1997, The Immune Response Corporation sublicensed a portion of
the SKCC patented technology to NovaRx for their exclusive use in
treating a variety of cancers, and has received milestone payments
related to those licenses.  The previously licensed technology
specifically covers blocking activity of a potent immune
suppressive cytokine, called Transforming Growth Factor-Beta --
TGFB, which is produced by tumor cells.  When this potent immune
suppressor is present in the vaccine, it suppresses the ability of
the vaccine's tumor cell lines to stimulate immune responses to
the patient's tumor.

The terms of the agreement state that NovaRx will acquire The
Immune Response Corporation's exclusive rights to SKCC's patent
portfolio for cancer cell line vaccines, and the exclusive rights
to a key immortalized fibroblast cell line for use with this
technology.  In return, NovaRx assumes all responsibilities,
liabilities, and financial obligations defined under both of The
Immune Response Corporation's previous agreements with SKCC and
the exclusive license to the immortalized fibroblast line for use
with the technology.

                           About NovaRx

NovaRx Corporation -- http://www.novarx.com/-- is a privately-
held biopharmaceutical company based in San Diego, California.  
The company is dedicated to developing new therapeutic approaches
for treating cancer with its lead indication focused on non-small
cell lung cancer, which is responsible for approximately 170,000
deaths in the U.S. each year and is the number one cause of cancer
death throughout the world.  Additionally, the company is planning
to initiate a multi-center pivotal Phase II/III clinical trial
treating individuals with brain cancer in 2005.

               About The Immune Response Corporation

The Immune Response Corporation (Nasdaq: IMNR) is a
biopharmaceutical company dedicated to becoming a leading immune-
based therapy company in HIV and multiple sclerosis (MS).  The
Company's HIV products are based on its patented whole-killed
virus technology, co-invented by Company founder Dr. Jonas Salk,
to stimulate HIV immune responses.  REMUNE(R), currently in Phase
II clinical trials, is being developed as a first-line treatment
for people with early-stage HIV.  The Company has initiated
development of a new immune-based therapy, IR103, which
incorporates a second-generation immunostimulatory oligonucleotide
adjuvant.

The Immune Response Corporation is also developing an immune-based
therapy for MS, NeuroVax(TM), which is currently in Phase II and
has shown potential therapeutic value for this difficult-to-treat
disease.

                         *     *     *

                   Going Concern Uncertainty

In its Form 10-Q for the quarterly period ended June 30, 2004,
filed with the Securities and Exchange Commission, The Immune
Response Corporation reports:

"The Company has incurred net losses since inception and has an
accumulated deficit of $319,211,000 as of June 30, 2004. The
Company will not generate meaningful revenues in the foreseeable
future.

"These factors, among others, raised substantial doubt about the
Company's ability to continue as a going concern.  Our independent
certified public accountants, BDO Seidman, LLP, indicated in their
report on the 2003 consolidated financial statements that there is
substantial doubt about our ability to continue as a going
concern."


INTEGRATED HEALTH: Southern Oaks Wants Discharge Injunction Lifted
------------------------------------------------------------------
Southern Oaks Health Care, Inc., is a third party plaintiff in a
tort action commenced by Christine Infante, on behalf of her
father, Jose Urrutia.  The case is styled as "Christine Infante
o/b/o her natural father, Jose Urrutia, Plaintiff v. Southern
Oaks Health Care, Inc., d/b/a Southern Oak Health Center,
Defendants/Southern Oaks Health Care, Inc., d/b/a Southern Oak
Health Center, Third Party Plaintiff v. IHS Acquisition No. 102,
Inc., Third Party Defendant."

Mr. Urrutia was a resident at a facility owned by the IHS Debtors
from February 18 to August 15, 1999.  Mr. Urrutia suffered
injuries, including but not limited to urinary tract infections,
contractures of all extremities and general deterioration of
health.  Ms. Infante asserted claims for violation of Chapter 400
and negligence against Southern Oaks.

In January 2003, Southern Oaks served a written request to the
IHS Debtors to lift the automatic stay.  The Debtors issued a
notice of stay modification for Southern Oaks with respect to IHS
Acquisition No. 102, Inc., on July 24, 2003.

Southern Oaks' third party complaint against IHS Acquisition No.
102 is set for trial in October 2004.  However, Kevin J. Mangan,
Esq., at Monzack and Monaco, P.A., in Wilmington, Delaware,
relates that after diligent discovery and investigation, Southern
Oaks discovered that the correct IHS entity to be sued is IHS
Acquisition No. 175, Inc., not IHS Acquisition No. 102.  
Accordingly, Southern Oaks sought to amend the Third Party
complaint to reflect the correct IHS entity.

Mr. Mangan tells Judge Walrath that the July 24, 2003 Notice of
Stay Modification should be modified to reference the correct
facility, IHS Acquisition No. 175.  Requiring Southern Oaks to
refile its request to amend the Third Party complaint at this
point will be inefficient and a waste of judicial resources.

By this motion, Southern Oaks asks the Bankruptcy Court to:

   (1) release Southern Oaks from the discharge injunction;

   (2) annul the automatic stay retroactively through the date of
       filing of the request to amend the Third Party Complaint;

   (3) allow it to proceed forward with the State Court Action to
       liquidate its claim and obtain payment from the IHS
       Debtors' insurer; and

   (4) reserve its right to file proofs of claim for payment to
       the extent that IHS Debtors' insurance is not sufficient
       to cover its claims.

Headquartered in Owings Mills, Maryland, Integrated Health
Services, Inc. -- http://www.ihs-inc.com/-- IHS operates local  
and regional networks that provide post-acute care from 1,500
locations in 47 states. The Company filed for chapter 11
protection on February 2, 2000 (Bankr. Del. Case No. 00-00389).
Michael J. Crames, Esq., Arthur Steinberg, Esq., and Mark D.
Rosenberg, Esq., at Kaye, Scholer, Fierman, Hays & Handler, LLP,
represent the Debtors in their restructuring efforts.  On
September 30, 1999, the Debtors listed $3,595,614,000 in
consolidated assets and $4,123,876,000 in consolidated debts.
(Integrated Health Bankruptcy News, Issue No. 80; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


IRISH PUB RESTAURANTS INC: Voluntary Chapter 11 Case Summary
------------------------------------------------------------
Debtor: Irish Pub Restaurants, Inc.
        aka Bennigan's Grill & Tavern
        8 Park Plaza
        Boston, Massachusetts 02116

Bankruptcy Case No.: 04-17339

Type of Business: The Debtor operates one or more franchised
                  restaurants in and around Boston.  

Chapter 11 Petition Date: September 7, 2004

Court: District of Massachusetts (Boston)

Judge: Carol J. Kenner

Debtor's Counsel: Lewis A. Sassoon, Esq.
                  Sassoon & Cymrot LLP
                  84 State Street
                  Boston, Massachusetts 02109
                  Tel: 617-720-0099

Total Assets: $10 Million to $50 Million

Total Debts: $10 Million to $50 Million

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


JOSTENS IH: Moody's Assigns B1 Rating to $1.27B Credit Facility
---------------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to Jostens IH
Corp.'s proposed $1.270 billion senior secured credit facility.
Details of the rating action are as follows:

Ratings assigned:

   Jostens IH Corp.

      * $250 million senior secured revolving credit facility, due
        2009 -- B1;

      * $150 million senior secured term loan A, due 2010 -- B1;

      * $870 million senior secured term loan B, due 2011 -- B1;
        and

      * $500 million senior subordinated notes, due 2012 -- B3.

Ratings affirmed:

   Jostens Holding Corp.

      * $163 million senior discount notes, due 2013 -- Caa2;

      * Senior Implied - B1

      * Issuer rating Caa2

Ratings affirmed, subject to withdrawal at closing:

   Jostens Inc.

      * $150 million senior secured revolving credit facility, due
        2010 - Ba3;

      * $475 million senior secured term loan, due 2010 - Ba3;

      * $221 million 12.75% senior subordinated notes, due 2010
        - B3; and

      * $60 million 14% PIK preferred stock, due 2011 - Caa2.

   AKI Holding Corp.:

      * $50 million senior discount notes, due 2009 - Caa1.

   AKI, Inc.:

      * $115 million 10.5% senior notes, due 2008 - B2;

      * Senior Implied rating - B2; and

      * Issuer rating - B2.

   Von Hoffman Corp.:

      * $90 million senior secured revolving credit facility, due         
        2006 - Ba3;

      * $275 million 10.25% senior unsecured notes, due 2009 - B2;

      * $100 million 10.375% senior subordinated notes, due 2007
        - B3;

      * Senior Implied - B1; and

      * Issuer rating - B2.

The outlook is stable.

The ratings reflect:

     (i) Jostens' high pro-forma leverage,

    (ii) low top line growth,

   (iii) competitive pricing pressure, and

    (iv) the lack of junior capital to provide meaningful
         protection to debtholders.

Ratings are supported by:

     (i) the reputation of Jostens' products,

    (ii) the diversification of its product range,

   (iii) the maintenance of its yearbook,

    (iv) textbook printing (Von Hoffmann) and school ring market
         shares,

     (v) an expected pick-up in textbook spending commencing early          
         2005, and

    (vi) the experience of its management team.

The stable outlook reflects the dependability of sales of Jostens,
Von Hoffmann and AKI and an expectation that the merger will act
to moderate the current seasonal and cyclical volatility
experienced on an individual company basis.

Proceeds from the proposed financings will be used, in part, to
refinance $1.249 billion in existing term debt, and approximately
$110 million in preferred stock.

Covenants on the proposed facility include maximum total leverage
and minimum interest coverage ratios.  Compliance ratios for these
covenants have yet to be set, however, the rating assumes that
they will be set at levels, which provide for only a modest margin
of operational shortfall.  Lenders benefit from a guarantee of New
Jostens IH Corp., an intermediate holding company between Jostens
IH Corp. -- opco -- and Jostens Holding Corp. -- holdco -- as well
as all domestic operating subsidiaries.  Lenders also receive a
pledge of stock of the borrower and operating subsidiaries and a
lien on substantially all assets.  Indenture language on the
proposed $500 million senior subordinated notes has not yet been
set, however, the notes will be guaranteed on a senior
subordinated basis by the guarantors of the proposed bank credit
facility.

Pro-forma for the proposed transaction, Jostens' leverage at June
30 2004 will increase to 6.33 times debt to EBITDA (including
expected seasonal revolver drawings) compared to Jostens
standalone leverage of 5.95 times at the end of 2003.  Moody's
expects that leverage will decline to below 5.0 times debt to
EBITDA by December 2005, due largely to substantial organic cash
flow generation, assisted by cost synergies including savings on
the purchase of paper and ink.

Post closing liquidity is considered adequate with approximately
$160 million available in undrawn revolver commitments.  The
facility is expected to be fully available (net of approximately
$15 million of l/CS) by year-end 2004 as a result of seasonally
strong fourth quarter cash collections from yearbook advance
payments.

Moody's is particularly concerned that proceeds from the proposed
debt are being used, in part, to make a cash payment to Von
Hoffman and Arcade shareholders.  Similarly, the "new KKR equity"
is being used in its entirety to provide for the payment of its
investment to CSFB equity funds.

Ratings lift could result over the passage of time from the
organic deleveraging implicit in the company's free cash flow
model.  Conversely, ratings could be pressured if Jostens fails to
demonstrate that it is on track to delever to below 5.0 times debt
to EBITDA by the end of 2005 or if it continues to make
shareholder payments of any significance in the future.

The B1 rating contemplates that near term cash flow generation and
debt reduction will place Jostens on track to reduce leverage
below 5.0 times by the end of 2005, in part, through the
implementation of synergies which management has promised will
result in at least $20 million in expense reductions during 2005.  
Moody's will pay particular attention to the results of Josten's
4Q04 results since the fourth quarter is seasonally the company's
strongest free cash flow quarter.  The fourth quarter cash flow is
expected to bring leverage down to below 6.0 times by year-end
2004.

In July 2004, private equity firms Kohlberg Kravis Roberts & Co.
-- KKR -- and DLJ Merchant Banking Partners -- DLJMP -- announced
that they had concluded a Contribution and Merger Agreement valued
at $2.3 billion, under which Von Hoffmann Corporation and AKI,
Inc., would become wholly owned subsidiaries of Jostens.  In
connection with this merger, KKR will purchase a 45% economic
interest and a 50% voting interest in Jostens, and DLJMB will
retain a 45% economic interest and a 41% voting interest in the
surviving entity.

Headquartered in Minneapolis, Minnesota, Jostens is a leading
provider of school-related affinity products and services.  The
company recorded 2003 sales of approximately $790 million.


KAISER ALUMINUM: Doussan Wants Its $532,775 Admin. Claim Paid Now
-----------------------------------------------------------------
Doussan Gas and Supply, formerly known as Trigas Doussan, along
with its related entities, is in the business of manufacturing and
delivering various industrial, medical and specialty gases and
related products from 45 locations in eight states.  Doussan and
Kaiser Aluminum & Chemical Corporation are parties to an
Acquisition Inventory Management Program Agreement dated
November 3, 1999.  Pursuant to the AIM Agreement, Doussan supplied
consignment tools, safety supplies, welding supplies, and
miscellaneous additional other industrial products to KACC.

By separate agreement, Doussan also supplied cylinder gases and
rented gas cylinders to KACC.  KACC has lost or failed to return
to Doussan some cylinders.

In particular, Doussan supplied certain products:

   (a) including lost cylinders, to KACC's plant in St. James
       Parish, Gramercy, Louisiana.  KACC owned and operated the
       Gramercy Plant.  On July 19, 2004, the Court approved the
       sale of the Gramercy Plant assets to a third party.

   (b) to the Nain plant in St. Elizabeth Parish, Jamaica, West
       Indies.  Alumina Partners of Jamaica, a non-debtor,
       operates the Nain Plant.  Debtors Kaiser Jamaica
       Corporation owned 39% and Alpart Jamaica, Inc., owned 27%
       of Alpart.  These interests, however, were sold to a third
       party by Court order entered on April 26, 2004.  KACC owns
       Kaiser Jamaica and Alpart Jamaica.

   (c) to the Discovery Bay plant in St. Ann Parish, Jamaica,
       West Indies.  Kaiser Jamaica Bauxite Company, a non-
       debtor, operates the Discovery Bay Plant.  Debtor Kaiser
       Bauxite Company owns a 49% interest in, and is the general
       partner of, Kaiser Jamaica Bauxite.  The Jamaican
       government owns the remaining interests.  On July 19,
       2004, the Court approved the sale of Kaiser Bauxite's
       interest in Kaiser Jamaica Bauxite to a third party.  KACC
       owns Kaiser Bauxite.

   (d) to a plant located in Tema, Ghana.  Volta Aluminum
       Company, a non-debtor, operates the African Plant.  KACC
       owns 90% of VALCO.

Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in
Wilmington, Delaware, relates that the AIM Agreement was to expire
by its terms on May 1, 2004.  However, the Agreement was extended
to June 30, 2004, by letter agreement.

As of June 30, 2004, these amounts remain unpaid:

             Products                         Amount
             --------                         ------
             Gramercy Products              $282,231
             Nain Products                   202,307
             Discovery Bay Products           47,314
             African Products                 17,907
                                           ---------
                                            $549,759

KACC has paid $16,984 to Doussan.  Hence, the total amount owed by
KACC is $532,775.

By this motion, Doussan asks the Court to compel KACC to pay its
$532,775 administrative claim.

Mr. Macauley contends that KACC is contractually liable for the
Doussan Products.  The Doussan Products were actual and necessary
costs that preserved KACC's estate.  KACC owned the Gramercy Plant
so KACC benefited directly from the Gramercy Products.  
Furthermore, KACC, by its direct ownership of VALCO and by its
ownership of Kaiser Jamaica, Alpart Jamaica, and Kaiser Bauxite,
benefited from the Nain Products, the Discovery Bay Products, and
the African Products.

Headquartered in Houston, Texas, Kaiser Aluminum Corporation --
http://www.kaiseral.com/-- operates in all principal aspects of  
the aluminum industry, including mining bauxite; refining bauxite
into alumina; production of primary aluminum from alumina; and
manufacturing fabricated and semi-fabricated aluminum products.  
The Company filed for chapter 11 protection on February 12, 2002
(Bankr. Del. Case No. 02-10429).  Corinne Ball, Esq., at Jones,
Day, Reavis & Pogue, represent the Debtors in their restructuring
efforts. On September 30, 2001, the Company listed $3,364,300,000
in assets and $3,129,400,000 in debts. (Kaiser Bankruptcy News,
Issue No. 49; Bankruptcy Creditors' Service, Inc., 215/945-7000)


LNR CDO: Fitch Puts Low-B Ratings on $40.032M & $54.042M Notes
--------------------------------------------------------------
Fitch Ratings affirms 12 classes of notes issued by LNR CDO
2002-1.  These affirmations are the result of Fitch's review
process.  These rating actions are effective immediately:

   -- $98,077,000 class A notes affirmed at 'AAA';
   -- $80,000,000 class B notes affirmed at 'AA';
   -- $25,000,000 class C notes affirmed at 'A';
   -- $40,150,000 class D-FX notes affirmed at 'A-'.
   -- $45,000,000 class D-FL notes affirmed at 'A-'.
   -- $22,000,000 class E-FX notes affirmed at 'BBB'.
   -- $33,059,000 class E-FXD notes affirmed at 'BBB'.
   -- $21,000,000 class E-FL notes affirmed at 'BBB'.
   -- $25,000,000 class F-FX notes affirmed at 'BBB-'.
   -- $27,041,000 class F-FL notes affirmed at 'BBB-'.
   -- $40,032,000 class G notes affirmed at 'BB'.
   -- $54,042,000 class H notes affirmed at 'B'.

The ratings of the class A and B notes address the likelihood that
investors will receive full and timely payments of interest, as
per the governing documents, as well as the stated balance of
principal by the legal final maturity date.  The ratings of the
class C, D, E, F, G, and H notes address the likelihood that
investors will receive ultimate and compensating interest
payments, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.

LNR is a static collateralized debt obligation -- CDO -- managed
by Lennar Partners, Inc., which closed July 9, 2002.  The
portfolio supporting LNR is composed of non-investment grade or
unrated CMBS assets.  Included in this review, Fitch discussed the
current state of the portfolio with the asset manager.  Since LNR
is a static transaction, the asset manager's role is limited to
monitoring and substituting collateral assets that fail to meet
specified eligibility criteria.

Since closing, the collateral has continued to perform.  The
weighted average rating factor has decreased slightly from 62.7
('B/B-') to 59.6 ('B/B-').  LNR is passing all of its
overcollateralization and interest coverage tests as measured by
the most recent trustee report dated July 22, 2004.  As of the
most recent trustee report available, defaulted assets represented
15.9% of the $785.45 million of total collateral and eligible
investments.  Assets rated 'CCC+' or lower represented
approximately 5.4%, excluding unrated collateral.

Fitch analyzed the portfolio using its Vector modeling
methodology, which utilizes collateral default, correlation, and
recovery assumptions to measure the breakeven default rates
relative to the minimum cumulative default rates required for the
rated liabilities.  For more information on the Fitch Vector
Model, see 'Global Rating Criteria for Collateralised Debt
Obligations,' dated Aug. 1, 2003, available on the Fitch Ratings
web site at http://www.fitchratings.com/ As a result of this  
analysis, Fitch has determined that the original ratings assigned
to all of LNR's classes of notes are consistent with the current
risk to noteholders.

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


LONG BEACH: Moody's Cuts Class M2F Rating to Ba1 & Junks Class BF
-----------------------------------------------------------------
Moody's Investors Service has downgraded two certificates from one
deal, upgraded six certificates from three deals, and confirmed
the rating of two certificates from two Long Beach Mortgage
Company deals, issued in 2000.  The transactions are backed by
first lien adjustable and fixed rate subprime mortgage loans
originated by Long Beach.  The master servicer on the deals is
Long Beach Mortgage Company.

The six upgraded certificates have been upgraded based on the
substantial build-up in credit support.  The projected pipeline
losses are not expected to have any impact for these
certificartes.  The seasoning of the loans and relatively high
delinquencies allow for loss estimation with lower volatility
around estimates.

The two downgraded most subordinate classes have been downgraded
because existing credit enhancement levels may be low given the
current projected losses on the underlying pools.  The transaction
has taken significant losses causing gradual erosion of the
overcollateralization.

Moody's complete rating actions are:

Issuer: Asset Backed Securities Corporation, Long Beach Home
        Equity Loan Trust 2000-LB1, Home Equity Loan Pass-Through
        Certificates

   Upgrades:

      * Series 2000-LB1; Class M1V, Upgrade from Aa2 to Aaa; and

      * Series 2000-LB1; Class M2V, Upgrade from A2 to Aa2.

   Downgrades:

      * Series 2000-LB1; Class M2F, Downgrade from A2 to Ba1; and

      * Series 2000-LB1; Class BF, Downgrade from Baa3 to Ca.

   Confirm:

      * Series 2000-LB1; Class M1F, Confirm rating Aa2.

Issuer: Morgan Stanley ABS Capital I Trust 2000-1, Mortgage Loan
        Asset-Backed Notes

   Upgrades:

      * Series 2000-1; Class M-2, Upgrade from A2 to Aa2.

   Confirm:

      * Series 2000-1; Class B-1, Confirm rating Baa3.

Issuer: Salomon Brothers Mortgage Securities VII, Inc., Floating
        Rate Mortgage Pass-Through Certificates

   Upgrades:

      * Series 2000-LB1; Class M-1, Upgrade from Aa2 to Aaa;

      * Series 2000-LB1; Class M-2, Upgrade from A2 to Aaa;

      * Series 2000-LB1; Class M-3, Upgrade from Baa2 to A2.


METRO MASONRY: State of Texas Objects to Plan of Reorganization
---------------------------------------------------------------
The Texas Comptroller of Public Accounts tells the U.S. Bankruptcy
Court for the Eastern District of Texas, Sherman Division, it
doesn't like certain provision contained in Metro Masonry
Construction, Inc.'s chapter 11 Plan of Reorganization.

The Plan states that the Debtor will only pay $150,000 of the
Comptroller's $356,193 priority tax claim.

The Debtor has contested the tax claim and asserts a much lower
tax obligation, but there's no final adjudication of what's owed.  
The Comptroller says the $356,193 is the right amount the Debtor
owes.

The Comptroller argues that the Plan does not comply with Section
1129(a)(9)(c) of the Bankruptcy Code which requires full payment
of tax claims notwithstanding that the payment can be stretched
over a six-year period from the date of assessment.

The Comptroller points out five Plan defects to the Court:

      a) that the Plan improperly substitutes the Plan's effective
         date for the date of assessment;

      b)  the Plan does not have a disputed claims reserve;

      c)  the Plan does not provide an adequate interest rate for
          unsecured priority tax claims;

      d)  the plan lacks clear and efficient remedies for
          creditors in case the Debtor defaults on payments; and

      e) the Plan is unsigned by counsel.

The Comptroller also wants the Plan to provide a carve-out for
postpetition taxes of whatever nature.

Headquartered in Plano, Texas, Metro Masonry, specializes in
construction and high-end residential masonry.  The Company filed
for chapter 11 protection on August 12, 2003 (Bankr. E.D. TX. Case
No. 03-45718).  Eric A. Liepins, Esq., in Dallas, Texas,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated more
than $1 million in assets and debts.


MIRANT: Court Enjoins Sea Earth from Litigating Environmental Case
------------------------------------------------------------------
Mirant Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Texas to:

    (i) enjoin Seal Earth Society under Section 105(a) of the
        Bankruptcy Code, from commencing or continuing any
        litigation against Mirant Delta, LLC, or any other
        Debtors, to enforce the Federal Endangered Species Act
        and California Endangered Species Act, for a period of 14
        days;

   (ii) schedule a hearing within the 14-day period to determine
        whether Sea Earth violated the stay set forth in Sections
        362(a)(1) and (a)(3) of the Bankruptcy Code by issuing a
        "60-Day Notice of Intent to Sue" to Delta and whether the
        filing of a lawsuit to enforce the Endangered Species Act
        or the California Endangered Species Act as threatened by
        the 60-Day Notice would constitute an additional
        violation of the automatic stay;

  (iii) determine that the Sea Earth actions constitute
        violations of the automatic stay; and

   (iv) enjoin Sea Earth from commencing or continuing against
        Delta, or any other Debtor, any of the litigation
        threatened by the 60-Day Notice, whether or not the
        automatic stay applies.

Sea Earth is a private non-profit organization active in the
States of Oregon and California.  Sea Earth is not a governmental
unit within the meaning of Section 101(27) of the Bankruptcy Code.  
Sea Earth is also not affiliated with any governmental unit.

                         The 60-Day Notice

Michelle C. Campbell, Esq., at White & Case, LLP, in Miami,
Florida, relates that on July 2, 2004, Sea Earth sent a "60-Day
Notice of Intent to Sue for Violations of the Endangered Species
Act relating to Mirant's Pittsburg and Contra Costa Power Plants"
to:

    (a) Delta,

    (b) the National Marine Fisheries Service -- a federal agency
        in the United States Commerce Department -- and

    (c) the Fish and Wildlife Service -- a federal agency in the
        United States Department of Interior.

The Notice alleges that Delta is in violation of the ESA and the
CESA because Delta's Pittsburg and Contra Costa power plants
"entrain or impinge" on two species of fish -- delta smelt and
winter-and-spring run Chinook salmon -- considered endangered
under the ESA.  The Notice alleges that the violation has been
ongoing since 1993, although Delta did not acquire the Power
Plants from Pacific Gas & Electric Company until 1999.

Ms. Campbell notes that the Notice threatens to sue Delta for
injunctive and declaratory relief over its purported violation of
the ESA and the CESA, and to collect legal fees Sea Earth incurs
in obtaining the injunctive and declaratory relief.  If the Sea
Earth injunctive relief is granted, it would likely require Delta
to cease or dramatically reduce its operations.  "This would have
a devastating effect on Delta's ability to reorganize," Ms.
Campbell points out.

As Sea Earth concedes in the Notice, the Notice is to satisfy "the
60-day notice requirement of the citizen suit provision of Section
11(g) of the ESA, prior to commencement of legal action and to the
extent such notice is deemed necessary by a court."

On July 30, 2004, Delta answered the Notice indicating that the
sending of the Notice constituted a violation of the automatic
stay, and warned Sea Earth and its lawyers, Justice for Nature,
PC, that commencement of the litigation threatened in the Notice
would also constitute a stay violation because it would interfere
with the Court's exclusive jurisdiction over property of the
estate.  The Response Letter noted that the purported violation by
Delta date back to 1993.  Therefore, the violation arose prior to
the Petition Date.  The Response Letter further asked Sea Earth
and Justice for Nature to immediately withdraw the Notice and take
no further action to enforce the ESA or CESA without first
obtaining protection from the automatic stay.

On August 9, 2004, Amber Vierling, an attorney employed by Justice
for Nature, contacted the Debtors' counsel via voicemail and
indicated that she was on vacation and would be unreachable until
September 1, 2004, which date corresponds almost exactly with the
date on which the Notice would purportedly allow Sea Earth to
commence its threatened litigation.  Ms. Vierling stated that she
would discuss the issues raised by the Response Letter on her
return from vacation.  Ms. Vierling reiterated the conversation
with an e-mail to the Debtors' counsel on August 16, 2004.

On August 18, 2004, Ms. Vierling again sent an e-mail to the
Debtors' counsel, requesting that the Debtors take no action to
enforce the automatic stay until her return from vacation.  Ms.
Vierling also indicated that it was "questionable" whether the
automatic stay applied to the Notice or to a "citizen's suit" to
enforce the ESA because Sea Earth was seeking injunctive relief to
prevent continued violations of the ESA and the CESA and was not
seeking to collect a prepetition claim.  The Debtors' counsel
responded, indicating that the Debtors were prepared to forebear
from enforcing the automatic stay, "provided that you and Sea
Earth Society agree to promptly discuss this matter with [Debtors]
upon your return to your office and that you agree to take no
further action against [Debtors] in connection with any potential
violations of the Endangered Species Act until at least
October 15, 2004."  Delta asked Ms. Vierling to respond to the
Debtors' proposal to forebear from enforcing the automatic stay by
August 23, 2004.  To date, Ms. Vierling has not yet responded to
the proposal.

           Compliance with the Endangered Species Act

Despite Sea Earth's allegations, Ms. Campbell tells the Court that
Delta is continuing to implement several conservation plans that
PG&E and later Delta have been formulating for well over a decade.  
In fact, in connection with the Debtors' application for a
"nationwide dredging permit" from the Army Core of Engineers, the
Debtors, including Delta, have engaged in detailed consultations
under Section 7 of the ESA with the NMFS and the FWS, the federal
agencies charged with enforcing the ESA.  The consultations are
ongoing with the intent of minimizing and avoiding impacts to
endangered species affected by Delta's activities.

On August 23, 2004, Delta submitted a detailed biological
assessment to NMFS and FWS that sets forth new, specific, impact
avoidance and minimization measures that Delta intends to adopt in
the near future.  The assessment is currently under review by NMFS
and FWS.  To Delta's knowledge, neither the NMFS or the FWS, nor
any of the applicable State authorities charged with enforcing the
CESA, have indicated any interest in commencing enforcement
proceedings against Delta under the ESA or the CESA, and the
Debtors continue to work with those agencies to mitigate impacts
on the delta smelt and chinook salmon.

                         The Power Plants

Ms. Campbell reports that Delta's Pittsburg and Contra Costa
electric power plants are parties to two separate reliability
must-run contracts with the California Independent System
Operator.  The RMR contracts require Delta to provide power and
ancillary electrical services to the CAISO from the Pittsburg and
Contra Costa plants at a previously agreed price whenever the
services are needed to maintain the reliability of California's
electric grid.  An injunction shutting down or otherwise modifying
Delta's operations could threaten the stability of theelectric
grid in the San Francisco Bay Area.

As the Court may know, Ms. Campbell says, from the many different
aspects of California's energy problems that have found their way
to the Court, RMR units are essential in preventing brownouts in
Northern California.  Shutting down or restricting the operations
of Delta could have a significant impact on the population of the
San Francisco Bay Area.

                  Sea Earth Should be Enjoined

Ms. Campbell contends that the Debtors' request should be granted
because:

    (a) the Debtors are likely to prevail with their contention
        that the issuance of the Notice and the filing of any
        subsequent action against Delta by Sea Earth or Justice
        for Nature are violations of the automatic stay;

    (b) the Debtors will suffer irreparable harm if Sea Earth is
        not enjoined;

    (c) the potential harm to the value of Delta's estate and to
        the Court's jurisdiction, if an injunction is not entered,
        clearly outweighs any potential harm to Sea Earth that
        could conceivably be caused by a 14-day stay of its
        purported right to sue Delta; and

    (d) the public interest will be served by an injunction.

                           *     *     *

Judge Lynn enjoins Sea Earth and Justice for Nature, from
September 2, 2004 through September 8, 2004, from commencing or
continuing any action or proceeding of any kind against Mirant
Delta, or any other Debtors, in connection with the Federal
Endangered Species Act and the California Endangered Species Act.
Sea Earth and Justice for Nature are also enjoined during the TRO
Period from seeking injunctive relief against the Debtors of any
kind before any court, tribunal or administrative agency other
than the Bankruptcy Court.  Pursuant to Rules 9014 and 7065 of the
Federal Rules of Bankruptcy Procedure, the Court waives an
requirement that the Debtors post a bond or other security.

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)


NORTHERN KENTUCKY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Northern Kentucky Professional Baseball, LLC
        21 Street Andrews
        North Bend, Ohio 45052

Bankruptcy Case No.: 04-22256

Type of Business: The Debtor operates a professional baseball
                  club.

Chapter 11 Petition Date: September 3, 2004

Court: Eastern District of Kentucky (Covington)

Judge: William S. Howard

Debtor's Counsel: John A. Schuh, Esq.
                  Schuh & Goldberg, LLP
                  2662 Madison Road
                  Cincinnati, OH 45208-1332
                  Tel: 513-321-2662

Total Assets: $9,353,870

Total Debts:  $9,485,394

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Provident Bank                Personal property       $2,944,800
1 East 4th St.                including equipment,
Cincinnati, OH 45202          accounts and
                              Documents; lien is
                              avoidable under sec.
                              547: 5/5/2004 loan
                              date; 6/8/2004 UCC

Paul Michaels Paving          Stadium construction;     $843,857
P.O. Box 17390                claimed mech. lien
3636 Madison Pike             on leasehold at ML
Ft. Mitchell, KY 41017        20, Page 953 filed
                              7/21/04; claimed
                              mech. lien on public
                              improvement at ML

JTF Construction - General    Stadium construction;     $581,464
Construction                  claimed mech. lien
9641 Interocean Dr.           on public funds at
Cincinnati, OH 45246          ML 20, Page 975
                              filed 7/23/04;
                              claimed mech. lien
                              at ML 20, Page 980

Kraft Electrical Contracting  Stadium construction;     $522,656
[ 5710 Hillside Ave.          claimed mech. lien
Cincinnati, OH 45233 ]        at ML 21, Page 14
                              filed 7/27/04
                              claimed mech. lien
                              on public at ML 21,
                              Page 12 filed 8/6/04


Tru-Wall Concrete             Stadium construction;     $522,656
[ 10737 Medallion Drive       claimed mech. lien
Cincinnati, OH 45241 ]        at ML 21, Page 14
                              filed 7/27/04
                              claimed mech. lien
                              on public at ML 21,
                              Page 12 filed 7/27/04

American Seating              Stadium construction;     $273,602
401 American Seating Center   claimed mech. lien
Grand Rapids, MI 49504-4499   at ML 21, Page 152
                              filed 8/17/04

Georgia Golf Construction     Stadium construction;     $267,950
61 Indian Hill Dr.            claimed statement of
Rydal, GA 30171               lien at ML 21,
                              Page 163 filed 8/6/04
                              Statement of claim at
                              ML 21, Page 113
                              filed 8/6/04

Feldkamp Enterprises          Stadium construction;     $245,017
                              claimed statement of
                              lien at ML 21,
                              Page 163 filed 8/6/04
                              Statement of claim at
                              ML 21, Page 113
                              filed 8/6/04

Bickers Metal Products        Stadium construction;     $211,385
                              claimed mech. lien
                              at ML 21, Page 128
                              filed 8/2/04

Building Systems Erectors     Stadium construction;     $169,158
                              claimed mech. lien
                              at ML 21, Page 26
                              filed 7/29/04;
                              claimed mech. lien
                              on public
                              improvement at ML

Richards Electric Supply      Stadium construction;     $140,526
                              claimed mech. lien
                              at ML 21, Page 7
                              filed 7/21/04
                              claimed mech. lien
                              on public at ML 20,
                              Page 950

Moraine Materials Co.         Stadium construction;      $82,964
                              claimed mech. lien
                              filed 8/24/04
                              detailed unavailable

US Foodservice, Inc.          Supplies                   $80,685

Pittsburgh Fence              Stadium Construction       $72,695

Giordano Construction         Stadium construction;      $67,225
                              claimed mech. lien
                              at ML 21, Pg. 94
                              (8/4/04) and ML 21,
                              Page 90 (8/4/04);
                              claimed lien on
                              public improvement

Project Skills                Stadium construction;      $42,490
                              claimed mech. lien
                              at ML 21, Page 101
                              filed 7/27/04;
                              claimed mech. lien
                              on public improvement
                              at ML 21, Page 105

Custom Glass and Glazing      Stadium construction;      $41,300
                              claimed lien on
                              public funds at
                              ML 21, Page 98
                              filed 8/5/04

Central Acoustical Supply     Stadium construction;      $40,365
                              claimed mech. lien
                              on public funds at
                              at ML 20, Page 950
                              filed 7/21/04;
                              claimed mech. lien
                              at ML, Page 144

Dalmation Fire                Stadium construction;      $39,576
                              claimed mech. lien on
                              public improvement at
                              ML 21, Page 163 filed
                              8/18/04; claimed
                              mech. lien at ML 21

Huffman Sportscape            Stadium construction       $29,700


O'SULLIVAN IND: Will Release 4th Qtr. Financial Results on Monday
-----------------------------------------------------------------
O'Sullivan Industries Holdings, Inc. (Pink Sheets: OSULP), a
leading manufacturer and distributor of office, household and home
organization RTA furniture, will host a conference call to discuss
its fiscal year 2004 fourth quarter and year end financial results
on Monday, September 13, 2004.  The conference call will begin at
11:00 a.m. eastern time and be available in two formats:

     -- Online at the O'Sullivan Industries' web site at
        http://www.osullivan.com/The confirmation number is  
        899040. Leave the pass code field blank; or

     -- By phone at (719) 457-2657.  You must reference the
        conference pass code 899040.

For those unable to participate in the original broadcast,
playbacks are scheduled to begin at 1:00 p.m. eastern time on
September 13, 2004 online at O'Sullivan Industries' website, or by
calling (719) 457-0820. Please reference the conference pass code
899040.

O'Sullivan Industries anticipates releasing its fiscal year 2004
fourth quarter and year-end results the morning of Monday,
September 13, 2004.

Questions from analysts and investors concerning O'Sullivan
Industries' fiscal year 2004 fourth quarter and year end financial
results should be submitted before the conference call by e-
mailing them to investor.relations@osullivan.com All questions
should be submitted by 10:00 a.m. eastern time on Monday,
September 13, 2004 in order for them to be incorporated into the
conference call.

                     About the Company

O'Sullivan Industries Holdings, Inc. (OTC Bulletin Board: OSULP)  
-- whose March 31, 2004 balance sheet shows a shareholders'  
deficit of $154 million -- is a leading manufacturer of ready-to-
assemble furniture.


OWENS CORNING: Asks Court to Approve AXA Belgium S.A. Settlement
----------------------------------------------------------------
In 1991, Owens Corning and its debtor-affiliates and Royale Belge,
AXA Belgium S.A.'s predecessor-in-name, entered into a settlement
agreement, resolving a dispute over coverage for asbestos products
claims.  The Debtors and AXA disagree whether AXA has further
coverage obligations with respect to asbestos-related non-products
claims.  According to AXA, it has no further coverage obligations
to the Debtors with respect to asbestos-related claims, regardless
of whether they are characterized as products/completed operations
or non-products.

On October 26, 2001, the Debtors commenced a lawsuit against AXA
and other insurance companies seeking coverage for non-products
claims in the Court of Common Pleas of Lucas County, Ohio.

Anna P. Engh, Esq., at Covington & Burling, in Washington, D.C.,
relates that after a lengthy negotiation, the parties agree that:

    (a) AXA will pay a monetary amount into an escrow account;

    (b) they will mutually release one another and their
        related entities from all claims relating to the 1991
        Settlement, the AXA policies at issue in the Non-Products
        Coverage Litigation, and certain other policies; and

    (c) the key terms of the Settlement Agreement are contingent
        on the entry of a final order confirming a Plan that
        includes a Section 524(g) Injunction protecting AXA.

Therefore, the Debtors ask the U.S. Bankruptcy Court for the
District of Delaware to approve the Settlement Agreement with AXA
Belgium.

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


OWENS CORNING: Asks Court to Okay Beaco Claim Settlement Agreement
------------------------------------------------------------------
Owens Corning and its debtor-affiliates sent materials to a
recycling facility formerly operated by William H. Groce, III, as
Groce Laboratories located at Beaco Road in Greer, South Carolina.  
In the early 1990s, the Debtors signed an agreement with other
potentially responsible parties who sent materials to the site and
became part of the "Beaco Road Site Group".  Under the terms of
the Beaco Road Site PRP agreement, the Debtors accepted a 15.2%
allocation for all future investigation and remediation costs at
the Site.

The Beaco Road Site Group filed Claim No. 7095 for $867,112,
asserting a claim for the Debtors' alleged share of response costs
at the Site.  The $867,112 that Beaco seeks is the appropriate
percentage of the investigation and remedial costs as estimated by
Beaco's consultant, ENSR International.

According to J. Kate Stickles, Esq., at Saul Ewing, LLP, in
Wilmington, Delaware, the Debtors believe that:

    -- ENSR's estimate is inflated because it incorporates high
       contingencies; and

    -- more accurate estimate of response costs is that prepared
       by Arcadis, the consultant that actually will perform the
       work.

To settle the dispute over the Debtors' allocable share of costs
at the Site, the parties agreed that Beaco's Claim No. 7095 will
be reduced and allowed as a general, non-priority, unsecured claim
against the Debtors for $650,000.

Accordingly, the Debtors ask the U.S. Bankruptcy Court for the
District of Delaware to approve their settlement with Beaco.

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


PACIFICARE HEALTH: Moody's Raises Debt Rating to One Notch to Ba2
-----------------------------------------------------------------
Moody's Investors Service upgraded the senior implied debt rating
of PacifiCare Health Systems, Inc., to Ba2 from Ba3 and changed
the rating outlook to stable.  The rating action is based on the
company's consistent earnings margins over the last several
quarters, improved financial leverage and interest coverage
metrics, its reduced reliance on earnings from Medicare and the
organic commercial membership growth realized over the last year.

According to the rating agency, the upgrade is prompted by
PacifiCare's ability to maintain consistent net earnings margins
along with an improvement in its capital adequacy and upstream
dividend capacity.  In addition, Moody's notes that the company
has, over recent periods, reduced its financial leverage, reduced
debt, and improved its interest coverage ratios through interest
rate swaps and by negotiating lower rates on its term loan and
credit facility.  With the significant growth in commercial
membership, PacifiCare has also reduced its reliance on Medicare
business and improved its earnings margins.  However, Moody's
notes that offsetting these credit positives are PacifiCare's
strategies to further grow Medicare membership and to seek
acquisitions.  Moody's anticipates that PacifiCare would likely
consider small to modest sized acquisitions that would enhance its
capabilities in certain products and expand membership.  The
current rating upgrade reflects potential modest sized
acquisitions with a resulting debt to capital ratio no greater
than 30%.

Moody's further explains that the current ratings assume continued
net margins of 2%, maintaining a risk based capital -- RBC --
ratio of at least 150% company action level -- CAL, and balanced
commercial and Medicare membership growth with Medicare earnings
representing no greater than 50% of total earnings.  If
PacifiCare's operating results continue to improve above 2% with
continued commercial member growth of 3% or more on an annual
basis and RBC levels grow above 150% CAL, and if the company
maintains a consistent strategy and avoids large highly leveraged
acquisitions, the ratings may be upgraded.  On the other hand,
Moody's notes that should the company experience a reversal in
performance leading to annual net margin levels of below 2% with
RBC falling below 150% CAL, or if the company fails to continue to
grow its commercial membership, or if it engages in a large
acquisition requiring capital infusions or resulting in higher
financial leverage and integration challenges than anticipated in
the ratings, there will be downward pressure on the ratings.

These ratings have been upgraded with a stable outlook:

   PacifiCare Health Systems, Inc.:

      * senior implied rating to Ba2 from Ba3;
      * secured bank facility to Ba2 from Ba3;
      * senior unsecured debt rating to Ba3 from B1;
      * issuer rating to Ba3 from B1; and
      * convertible subordinated notes to B1 from B2.

PacifiCare Health Systems, Inc., based in Cypress, California, is
a leading managed care company serving close to 3 million health
plan members and 9.5 million specialty plan members nationwide.  
With health plans in eight states and Guam, about 60% of its
members reside in California.  For the six months ending
June 30, 2004, the company reported consolidated GAAP revenues of
approximately $6.0 billion and as of June 30, 2004 shareholders'
equity was approximately $2.0 billion.


PARMALAT USA: Court Allows Farmland to Employ Colliers as Broker
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approves the request of Farmland Dairies, LLC, Parmalat Group
North America debtor-affiliate to employ Colliers Houston &  
Co. as real estate broker in connection with the sale of  
Farmland's non-operating property in Long Valley, New Jersey, nunc  
pro tunc to February 24, 2004.

As reported in the Troubled Company Reporter on August 11,2004,
Colliers Houston assisted in the marketing of the Long Valley
Property before the Petition Date.  Pursuant to a prepetition sale
agreement and a Court-approved stipulation, Farmland agreed to
sell the Long Valley Property to Jade Land Co., LLC, excluding
fixtures, assets and equipments, for $3,650,000, subject to
certain adjustments.  The Stipulation provided that the Closing
will take place no later than August 20, 2004.

Colliers Houston is one of the oldest industrial and commercial
real estate firms serving the greater New Jersey area.  Colliers
Houston is also one of the largest and most successful, with a
breadth and depth of experience that includes services to most of
the major corporations in the state.  Locally, Colliers Houston
services a broad area, which extends throughout all of northern
and central New Jersey as far south as Princeton and Trenton.   
Three regional offices, located in Teaneck, Parsippany and
Somerset, assist in this extensive coverage.

                  Professional Services Performed

Colliers Houston undertook a marketing campaign intended to
solicit offers for the Long Valley Property.  Colliers Houston was
selected because of its familiarity with the Long Valley Property.  
To that end, Colliers Houston prepared and distributed a direct-
marketing flyer to a list of potentially interested parties and a
broker letter describing the availability of the Long Valley
Property to Colliers Houston's mailing list of over 700 brokers.  
The broker letter solicited the individuals in the greater
brokerage community to present the Long Valley Property to their
clients.

Additionally, Colliers Houston contacted the mayor of Long Valley
and a company with property neighboring the Long Valley Property.
In connection with the marketing campaign, Colliers Houston
contacted and spoke with no fewer than 12 developers and builders,
and thirteen brokers.  Site plans were presented to no fewer than
10 interested parties, including brokers and developers.  As a
result of this aggressive campaign, Colliers Houston was presented
with one potentially comparable, additional proposal to develop
the Long Valley Property.

Colliers Houston relied on its expertise in selling property
similar to the Long Valley Property, and informed Farmland that
any potential purchaser other than Jade Land would inevitably
require a significant amount of additional time to perform due
diligence required to commit on a purchase of real property of the
type and with the characteristics of the Long Valley Property.  
Colliers Houston further informed Farmland that no potential
purchaser other than Jade Land is likely to commit to purchase the
Long Valley Property without the contingencies and conditions in
the Sale Agreement, which would otherwise give a potential
purchaser the right to refuse to close the transaction.  Having
completed a reasonable period of marketing, Colliers Houston
advised Farmland that the amended Sale Agreement:

       (i) represented the highest and the best purchase price for
           the Long Valley Property;

      (ii) ensured the most timely opportunity for a sale; and

     (iii) would bring the greatest return to Farmland's estate.

                    Exclusive Listing Agreement

Marcia L. Goldstein, Esq., at Weil, Gotshal & Manges, LLP, in New
York, relates that the Debtors and Colliers Houston entered into
an Exclusive Listing Agreement.

The Exclusive Listing Agreement provides that Farmland will pay
Colliers Houston a commission of 6-1/2% of the sale price after
the Long Valley Property is sold by Colliers Houston during the
term of the Exclusive Listing Agreement.  If the Long Valley
Property is sold through a cooperating broker, an 8% commission
will be paid and divided equally.

The Exclusive Listing Agreement further provides that all
commissions are deemed earned and payable after the transfer of
the title to the new owner.

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)   


PG&E NATIONAL: Court Allows Texaco Claims for $917,204
------------------------------------------------------
Judge Mannes approves a stipulation entered into among Energy  
Services Ventures, Inc., Texaco Natural Gas, Inc., and Texaco  
Exploration and Production, Inc., which:

   -- clarifies the claims Texaco filed against Energy Services
      and National Energy & Gas Transmission, Inc.; and

   -- resolves the confusion caused by the apparent inadvertent
      error of the Debtors' claims agent, Bankruptcy Services,
      LLC, in issuing multiple claim numbers and conformed stamps
      to Texaco's claims.

The terms of the Stipulation are:

   (a) Claim No. 170, filed by Texaco against Energy Services for
       $917,204, was timely filed on January 7, 2004;

   (b) Claim No. 590, filed by Texaco against NEG for $917,204,
       was timely filed on January 9, 2004, and will be treated
       as a timely filed claim under NEG's confirmed
       Reorganization Plan;

   (c) Texaco withdraws Claim No. 506 asserted against Energy
       Services with prejudice; and

   (d) Rule 3006 of the Federal Rules of Bankruptcy Procedure is
       not applicable to the withdrawal of Claim No. 506 as Claim
       No. 170 is the actual claim filed by Texaco against Energy
       Services.  Texaco had no involvement in the filing of the
       duplicate Claim No. 506.

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)    


PILLOWTEX: Selling Kannapolis Inventory to TJX Co. for $547,680
---------------------------------------------------------------
Pursuant to the Court-approved Miscellaneous Asset Sale  
Procedures, Gilbert R. Saydah, Jr., Esq., at Morris Nichols Arsht  
& Tunnel, in Wilmington, Delaware, notifies the Court that Debtor  
PTEX, Inc., will sell certain inventory located in Kannapolis,  
North Carolina, to TJX Companies, Inc., for $547,680.  The  
Inventory will be sold as is, with all faults on the date of the  
closing.

Pillowtex Corp. and its debtor-affiliates believe that except with
respect to the liens of the Debtors' prepetition revolving loan
lenders, prepetition term loan lenders and postpetition lenders,
no parties hold any liens on the assets.  Any and all liens on the
assets are capable of monetary satisfaction.

Headquartered in Dallas, Texas, Pillowtex Corporation --
http://www.pillowtex.com/-- sold top-of-the-bed products to  
virtually every major retailer in the U.S. and Canada.  The
Company filed for Chapter 11 protection on November 14, 2000
(Bankr. Del. Case No. 00-4211), emerged from bankruptcy under a
chapter 11 plan, and filed a second time on July 30, 2003 (Bankr.
Del. Case No. 03-12339).  The second chapter 11 filing triggered
sales of substantially all of the Company's assets.  David G.
Heiman, Esq., at Jones Day, and William H. Sudell, Jr., Esq., at
Morris Nichols Arsht & Tunnel, represent the Debtors.  On July 30,
2003, the Company listed $548,003,000 in assets and $475,859,000
in debts. (Pillowtex Bankruptcy News, Issue No. 69; Bankruptcy
Creditors' Service, Inc., 215/945-7000)    


PROVIDIAN FINANCIAL: S&P Affirms Single-B Long-Term Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Providian Financial Corp., including its 'B' long-term
counterparty credit rating, and its bank subsidiary, Providian
National Bank, including its 'BB-/B' counterparty credit ratings,
and revised the outlook to positive from stable.

"The outlook revision acknowledges the improvement in financial
performance that Providian has achieved following the company's
ill-fated growth strategy involving a broad expansion into the
subprime market, including new account origination and the
expansion of credit lines to existing subprime customers," said
Standard & Poor's credit analyst John K. Bartko, C.P.A.  As a
result, loss frequency increased beyond management's expectations
and ultimately, the strategy resulted in precipitous weakening of
asset quality measures, large losses, and the company's stock
price plummeting.

In an effort to turn around the fortunes of the company, a new
management team was put in place, which in turn retooled the
company's business strategy.  The new management team stabilized
the company, rationalized the business, altered the business
strategy to include customers higher on the credit spectrum,
strengthened asset quality, improved the liquidity position, and
enhanced capital levels.  Still, Providian's fall was a deep one
and improvement must continue.  Any future upgrade would be
contingent on the company maintaining positive momentum.


REAL PRO FARMS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Real Pro Farms, Inc.
        13503 Blackie Road
        Castroville, California 95012

Bankruptcy Case No.: 04-55495

Chapter 11 Petition Date: September 1, 2004

Court: Northern District of California (San Jose)

Judge: Arthur S. Weissbrodt

Debtor's Counsel: Henry B. Niles, III, Esq.
                  Law Offices of Henry B. Niles III
                  340 Soquel Avenue #105
                  Santa Cruz, CA 95062
                  Tel: 831-457-4545

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Western Farm                  Trade Debt                $318,029
File 73041
P.O. Box 60000
San Francisco, CA 94160-3041

Cypress Packaging & Supply    Trade Debt                $255,164
Corporation
PO Box 1095
Castroville, CA 95012

Dominguez Farms               Trade Debt                $213,980

Western Farm                  Trade Debt                 $58,128

Headstart Nursery, Inc.       Trade Debt                 $56,981

Dos Valles Harvesting         Trade Debt                 $48,527

Exportadora de Plasticos      Trade Debt                 $47,951
Agriolas s.a.

Carr Seed Co.                 Trade Debt                 $47,202

Sierra Cascade Nursery, Inc.  Trade Debt                 $43,601

Ag Logic Solutions, Inc.      Trade Debt                 $42,535

Foster-Gardner, Inc.          Trade Debt                 $36,595

TriCal, Inc.                  Trade Debt                 $36,084

United Agri Products          Trade Debt                 $35,725

Kuida Agricultural Supply     Trade Debt                 $25,581
Company

Robt. Mann Packing                                       $25,002

Cal Agra, Inc.                Trade Debt                 $25,458

Conlan Ranch Trust            Trade Debt                 $24,900

Pacific Grading Service       Trade Debt                 $16,602

Associated Tagline, Inc.      Trade Debt                 $15,397

Western Farm                  Trade Debt                 $14,172


RENT-A-CENTER: Revises 3rd Quarter & Fiscal 2004 Guidance
---------------------------------------------------------
Rent-A-Center, Inc. (Nasdaq/NNM:RCII), the leading rent-to-own
operator in the U.S., is lowering diluted earnings per share
guidance for the third quarter ending September 30, 2004 and
fiscal year 2004.  The Company now expects diluted earnings per
share of $0.47 to $0.48 for the third quarter ending
September 30, 2004 and $2.30 to $2.33 for fiscal year 2004.

"We are adjusting our guidance due to slower consumer demand in
light of our belief that our target market has been particularly
hard hit by higher fuel prices," commented Mark E. Speese, the
Company's Chairman and Chief Executive Officer.  "While we remain
confident in our proven business model and believe that this is a
short-term situation, we are taking steps to reduce the impact of
the higher fuel costs by fine-tuning our marketing and promotional
initiatives," Mr. Speese added. "We have tested many new
advertising initiatives and the learning from those tests is being
implemented in the fourth quarter.  Furthermore, we will be
testing a number of in-store variables to improve the
effectiveness of our pricing, sales pitch and advertising."

The Company continues to generate significant cash flow from
operations, and will continue to invest in new store development
and acquisitions and enhance shareholder value through its on-
going share repurchase program. To date, during the third quarter,
the Company has purchased a total of 1.6 million shares of its
common stock for approximately $45.6 million, and has purchased
more than 4 million shares for nearly $120 million year-to-date.
"Our primary objective is to build long-term shareholder value.  
We continue to believe in the long-term growth opportunities in
this industry," added Mr. Speese, "and we have the necessary
resources to capitalize on these opportunities."

                        About the Company

Rent-A-Center, Inc., headquartered in Plano, Texas currently
operates 2,863 company-owned stores nationwide and in Canada and
Puerto Rico.  The stores generally offer high-quality, durable
goods such as home electronics, appliances, computers, and
furniture and accessories to consumers under flexible rental
purchase agreements that generally allow the customer to obtain
ownership of the merchandise at the conclusion of an agreed-upon
rental period.  ColorTyme, Inc., a wholly-owned subsidiary of the
Company, is a national franchisor of 311 rent-to-own stores, 299
of which operate under the trade name of "ColorTyme," and the
remaining 12 of which operate under the "Rent-A-Center" name.

                         *     *     *

As reported in the Troubled Company Reporter's July 16, 2004
edition, Standard & Poor's Ratings Services assigned its 'BB+'
rating to Rent-A-Center Inc.'s proposed $600 million bank loan.  A
recovery rating of '2' was also assigned to the bank loan,
indicating the expectation of a substantial (80%-100%) recovery of
principal in the event of a default.  The ratings are based on
preliminary information and are subject to review upon final
documentation.  The proceeds will be used to refinance the
company's existing bank loan.

"The ratings on Rent-A-Center reflect the company's leading market
position in the rent-to-own retail industry, moderate leverage,
and adequate liquidity," said Standard & Poor's credit analyst
Robert Lichtenstein.  "These strengths are partially offset by the
highly competitive and fragmented nature of the industry, and
challenges in continuing growth in the face of slowing same-store
sales."


REVLON INC: Management Discusses Business Progress & Outlook
------------------------------------------------------------
Revlon, Inc. (NYSE: REV) President and Chief Executive Officer
Jack L. Stahl, Executive Vice President and Chief Marketing
Officer Stephanie Peponis and Executive Vice President and Chief
Financial Officer Tom McGuire discussed the continued progress
that Revlon is making to strengthen its business and achieve its
objective of long-term, profitable growth.  The remarks were made
earlier Wednesday at a gathering of some 200 financial analysts
and institutional investors at the annual Prudential Back-To-
School Conference in Boston.

In reviewing the business, Mr. Stahl cited the dramatic
improvement to the Company's capital structure in 2004, coupled
with the ongoing business and operational improvements and
strengthened customer relationships, as signs that the Company is
on track to create long-term value.  Mr. Stahl and Ms. Peponis
noted that the U.S. mass market for color cosmetics will likely
grow less than 1% in 2004.

Ms. Peponis indicated that the Company's new advertising campaign
is increasing purchase intent and brand imagery, as measured by
the Company's brand tracking studies.  She also indicated that the
new campaign is an integral component of the Company's strategy to
stimulate the cosmetics category in the mass market channel. She
also discussed the company's new products for 2005, highlighting
the 2005 restages of both Super Lustrous lipstick and Age Defying
make-up, Fabulash mascara, Almay Truly Lasting Lipcolor and
Intense i-Color, and several new beauty tools products.

The management team also discussed the progress they are achieving
with their Margin Transformation Initiatives, a multi-year program
to improve operating profitability by 1000 basis points over three
to five years.  The Company also reiterated its previously-stated
financial targets for 2004.

                           About Revlon

Revlon is a worldwide cosmetics, fragrance and personal care
products company.  The Company's vision is to deliver the promise
of beauty through creating and developing the most consumer
preferred brands.  Websites featuring current product and
promotional information can be reached at http://www.revlon.com/
and http://www.almay.com/  Corporate investor relations  
information can be accessed at http://www.revloninc.com/ The  
Company's brands, which are sold worldwide, include Revlon(R),
Almay(R), Ultima(R), Charlie(R), Flex(R) and Mitchum(R).

At June 30, 2004, Revlon Inc.'s balance sheet showed a
$993.5 million stockholders' deficit, compared to a $1.7 billion
stockholders' deficit at December 31, 2003.


RIVERSIDE FOREST: Appoints John McLernon to Board Of Directors
--------------------------------------------------------------
Riverside Forest Products Limited (TSX: RFP) appointed John R.
McLernon to the company's Board of Directors.  Mr. McLernon
currently serves as Chairman of the Board for each of Colliers
International and BC Rail.

Mr. McLernon will also serve as Chairman of the special committee
of independent directors overseeing the company's strategic review
process, replacing George Malpass, who resigned as a director of
Riverside last week.

Gordon W. Steele, Riverside Chairman, President and Chief
Executive Officer, said, "We are very fortunate to have someone
with John's wisdom, reputation and experience joining the Board.
He will be a valuable resource to Riverside and its shareholders."

Riverside Forest Products Limited is the fourth largest lumber
producer in British Columbia with over 1.0 Bbf of annual capacity
and an annual allowable cut of 3.1 million cubic metres.  The
company is also the second largest plywood and veneer producer in
Canada.

                         *     *     *

As reported in the Troubled Company Reporter on August 27, 2004,
Standard & Poor's Ratings Services placed its 'B+' long-term
corporate credit and senior unsecured debt ratings on Kelowna,
B.C.-based Riverside Forest Products Ltd. on CreditWatch with
developing implications following the company's announcement that
it would reject an unsolicited takeover offer from privately held
Tolko Industries Ltd.

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

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


ROMAX FINANCE CORPORATION: List of 7 Largest Unsecured Creditors
----------------------------------------------------------------
Romax Finance Corporation released a list of its 7 largest
unsecured creditors:

    Entity                           Claim Amount
    ------                           ------------
Martin Joyce                              $96,000

Lori Hederstedt                           $41,250

William Bender                            $29,750

Eric Kozol, Esq.                          $24,644

Key Executive Officers                     $7,000

Mass Property Insurance                    $1,500

Chris Braccia                            Unstated

Headquartered in Ashland, Massachusetts, Romax Finance
Corporation, the Company filed for chapter 11 protection (Bankr.
D. Mass. Case No. 04-16560) on August 9, 2004.  John K. Buck,
Esq., represents the Company in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it listed both
estimated debts and assets of over $1 million.


SEROLOGICALS CORP: Moody's Reviewing B1 Rating & May Downgrade
--------------------------------------------------------------
Moody's Investors Service placed the ratings of Serologicals
Corporation (B1 senior implied) under review for possible
downgrade following the announcement that the company plans to
acquire Upstate Biotech for $205 million in cash and equity.  
Under terms of the agreement, Serologicals will issue up to
5 million shares of common stock, with the balance to be funded in
cash, to be financed with a new credit facility.

Although Moody's believes that the acquisition of Upstate will
provide Serologicals with a broader platform in the areas of drug
discovery and development, Moody's rating action is based
primarily on:

   (1) the additional leverage associated with this transaction,
       which falls outside of Moody's prior expectations;

   (2) the potential for the company to continue to make
       acquisitions that could delay deleveraging; and

   (3) weaker than anticipated cash flow from operations during
       the second quarter of 2004, stemming primarily from working
       capital needs.

Moody's rating review will focus primarily on:

   (1) the effect of the acquisition on Serological's financial        
       flexibility; and

   (2) the company's plans for debt reduction, which may be        
       affected by future acquisitions, working capital issues, or
       integration challenges.

Ratings placed under review for possible downgrade:

   * Serologicals Corporation:

     -- B1 senior implied, B2 issuer rating

Based in Norcross, Georgia, Serologicals Corporation is a
worldwide provider of biological products and enabling
technologies used for the research, development and manufacturing
of biologically based life science products.


SOLUTIA: Court Allows Retirees to Retain Segal Company as Actuary
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of new York
authorizes the Official Committee of Retirees appointed in the
chapter 11 cases of Solutia, Inc. and its debtor-affiliates to
retain Stuart Wohl and The Segal Company as actuary.  The Debtors
are not required to indemnify Mr. Wohl and Segal Company as a
condition of their retention.  Mr. Wohl and Segal Company will be
compensated for their services as Carve-Out Expenses pari passu
with other professionals employed in the Debtors' Chapter 11
cases.

As reported in the Troubled Company Reporter on May 13, 2004,
Daniel D. Doyle, Esq., at Spencer Fane Britt & Brown, in St.
Louis, Missouri, relates that The Segal Company is an
international actuarial benefit consultant firm with approximately
1,000 employees and employs more than 100 credentialed actuaries.

Approximately 9,800 retirees and 9,700 of their spouses and
dependents receive health, life and disability benefits pursuant
to benefit plans maintained by Solutia, Inc., prior to the
Petition Date.  These health, life and disability benefits
constitute "retiree benefits" for purposes of Section 1114 of the
Bankruptcy Code.

Segal has been involved in over a dozen Section 1114 proceedings.  
Segal was involved in the Section 1114 proceedings for Eastern
Airlines, Pan American Airways, Federated Department Stores,
Allis-Chalmers, Lone Star Industries, Copperweld Steel, Bonwit
Teller and others.

Mr. Doyle states that lead Segal consultants Thomas Levy and
Stuart Wohl have substantial experience in the evaluation of
retiree benefits in Section 1114 proceedings and in other arenas.

Mr. Levy is a Fellow of the Society of Actuaries and a Senior Vice
President and the Chief Actuary of Segal.  He has been with the
Company since 1968.  Mr. Levy is responsible for coordinating all
professional actuarial activities company-wide.  He has overall
responsibility for Segal's actuarial practice and chairs its
Actuarial Managers' Committee.  Mr. Levy has served two terms as
Chairperson of the Pension Committee of the Actuarial Standards
Board that established practice standards for pension actuaries in
the United States.  Mr. Levy was also involved in the drafting the
Actuarial Standards related to Retiree Health Valuations.

Mr. Wohl is a Vice President and Retiree Health Practice Leader of
Segal and has been with the Company since 1988.  Mr. Wohl's
particular expertise is in the valuation, pricing and design of
retiree health benefits.  Mr. Wohl has been involved in the
establishment of many retiree health trusts.  These trusts were
established for retirees from Eastern Airlines, Pan American
Airways and others.

The Segal Company will provide these services to the Retiree
Committee:

   (a) review and analysis of current retiree benefit plans;

   (b) consulting with American Express Tax and Business  
       Services, Inc., financial advisor, to formulate a retiree
       benefit plan;

   (c) actuarial analysis of retiree benefit plans;

   (d) assistance to financial advisors in projecting cash flow  
       of debtor costs;

   (e) analysis of potential retiree benefit redesign and  
       proposals; and

   (f) providing education regarding benefits to Retiree  
       Committee, and expert witness testimony, as needed.

The Segal Company agrees to work for the Retiree Committee without
a retainer and on an hourly basis with reimbursement of expenses.  
The current hourly rates of the professionals are:

         Partners and Practice Leaders       $380 - 500
         Senior Analysts and Actuaries        225 - 380
         Other Staff                          140 - 225

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.


SPIEGEL: Wants IDA to Waive Rights to Push Thru New Hampton Sale
----------------------------------------------------------------
New Hampton Realty Corporation, Inc., is the current owner of
certain parcels of real property containing 46.3 acres, located
at Copeland Industrial Park in Hampton, Virginia, and conveyed to
New Hampton's predecessors in title by the Regional Redevelopment
and Housing Authority for Hampton and Newport News, Virginia, by:

    (a) a certain Deed made on March 9, 1984, from Regional
        Redevelopment to Avon Capital Corporation, and recorded in
        the Clerk's Office of the Circuit Court of the City of
        Hampton, State of Virginia in Deed Book 672, page 671;

    (b) a certain Deed made on September 3, 1985, from Regional
        Redevelopment to Avon and recorded in the Recording Office
        in Deed Book 734, page 519;

    (c) a certain Deed made on February 20, 1987, from Regional
        Redevelopment to Avon and recorded in the Recording Office
        in Deed Book 823, page 780; and

    (d) a certain Deed made on March 19, 1989, from Regional
        Redevelopment to New Hampton and recorded in the Recording
        Office in Deed Book 949, page 47.

Each of the Deeds conveyed their parcels subject to certain
conditions and covenants running with the land, which were
attached to the Deeds.  The conditions and covenants which were a
part of each Deed included a paragraph that provides that if the
buyer or any subsequent owner desires to sell or lease all or any
part of land acquired from Regional Redevelopment, which land is
unimproved, Regional Redevelopment will have the prior right and
option to repurchase the land at the same price per acre paid by
the buyer.

The Industrial Development Authority of the City of Hampton,
Virginia, by assignment, is the successor-in-interest of Regional
Redevelopment and is entitled to all the rights and interests of
Regional Redevelopment in and to the conditions and covenants
contained in the Deeds, including the Rights of First Refusal.

New Hampton intends to sell the Property to American Port
Services, Inc., or to other successful bidder at an auction
before the Court.  New Hampton has requested that the Authority,
as successor-in-interest to Regional Redevelopment's interest in
the Rights of First Refusal, waive certain rights under the
Rights of First Refusal in connection with the Sale, while New
Hampton reserves its rights to challenge or contest the
enforceability of any of the Rights of First Refusal under
Section 363 of the Bankruptcy Code.

The Asset Purchase Agreement sets out several conditions that
must be fulfilled prior to the closing of the Sale of the
Property.  The Asset Purchase Agreement permits New Hampton, by
written waiver, to waive any of the Closing Conditions.

In consideration of the mutual promises made and to be performed,
the Parties agree that:

    (a) New Hampton, notwithstanding its ability to relinquish by
        written waiver any closing condition set out in the Asset
        Purchase Agreement, will not modify or relinquish the
        closing condition of a fully executed Waiver Agreement
        between the Authority and the purchaser;

    (b) New Hampton will enforce the closing condition that the
        purchaser of the Property fully execute a Waiver Agreement
        with the Authority; and

    (c) The Authority will not file an objection to the Sale
        Motion.  The Authority reserves all of its rights in the
        Rights of First Refusal.  The Authority further reserves
        its right to object to the Sale on any grounds.

Headquartered in Downers Grove, Illinois, Spiegel, Inc. --
http://www.spiegel.com/-- is a leading international general  
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores.  The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540).  James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
1,706,761,176 in debts. (Spiegel Bankruptcy News, Issue No. 31;
Bankruptcy Creditors' Service, Inc., 215/945-7000)   


SUPERIOR PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Superior Products International
        4941 South Eastern Avenue
        Bell, California 90201

Bankruptcy Case No.: 04-28860

Chapter 11 Petition Date: August 31, 2004

Court: Central District of California (Los Angeles)

Judge: Vincent P. Zurzolo

Debtor's Counsel: Robert S. Altagen, Esq.
                  1111 Corporate Center Drive #201
                  Monterey Park, CA 91754
                  Tel: 323-268-9588

Total Assets: $3,000,000

Total Debts:  $12,018,591

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
UPS Capital                              $4,902,000
35 Glenlake Parkway N.E.
Atlanta, GA 30328

Minh Thai                                  $650,844
2678 N. Grand Avenue
Covina, CA 91724

Disk Works                                 $573,750
727 Brea Canyon Rd. #14
Walnut, CA 91789

Golden Island International Inc.           $243,271

Bank of America                            $100,000

Sung Jin Trading Co.                        $81,600

ACME Furture Industry, Inc.                 $70,000

Sal Implex                                  $61,783

Jiao Guang Int'l                            $50,000

Chen Fu Inc.                                $50,000

Cornerstone Development Ltd.                $46,962

GE Capital Colonial Pacific                 $46,055

Washington Mutual Bank                      $42,161

Hung Sang Metal Plastic Factory             $30,000

Zhejiang Haining (USA) Ltd.                 $30,000

Ching Hai Electric Works Co.                $27,316

MBNA America                                $26,184

LI, Jian Qiang                              $20,000

Canton Fair Imp. & Exp. Co. Ltd.            $17,035

Vigour Economic Trading                     $13,666


UNITED AIRLINES: Takes Steps to Lower Distribution Costs
--------------------------------------------------------
United Airlines (OTC Bulletin Board: UALAQ) is taking steps to
lower its distribution costs as part of the company's ongoing
restructuring efforts.  Beginning on Sept. 9, United will add a
fee to tickets purchased at U.S. airport ticket offices and
through United reservations offices for calls originating in the
United States and Canada.

As tickets sold through the company's Web site will not incur the
new fees, purchasing tickets through United's united.com Web site
will continue to provide customers with a cost-effective way to
purchase tickets and redeem Mileage Plus(R) rewards.

United will add a $10 fee to tickets purchased at airport ticket
counters and a $5 fee to tickets purchased through United
reservations offices.  The fees, which are effective Sept. 9,
apply to domestic and international tickets sold through United
reservations centers and U.S. airport ticket offices.

"The industry continues to face extremely difficult conditions
that are only made more challenging by record fuel prices and a
weakening revenue environment," said John Tague, United's
executive vice president-Customer.  "Given the dynamics of today's
marketplace, we need to take this step to lower our distribution
costs to remain competitive."

Mr. Tague said the changes are expected to generate significant
savings for the company, which is working to lower its costs as
part of its ongoing restructuring efforts.

The fees apply to new ticket sales only.  No fees will be charged
to change current reservations, either at the airport or through
United reservations.  Also excluded from additional fees are
Mileage Plus 1K and Global Services customers, government,
military, bereavement and Pass Plus fares.

Tickets sold through United's united.com Web site will not incur
the new fees.  Booking travel on http://www.united.com/enables  
customers to have more control over their travel planning by
offering access to the latest promotional offers, the ability to
research flight schedules, find the lowest available fares, pay no
booking fees and, until Dec. 31, 2004, earn a one-time 1,000-mile
booking bonus.  In addition, united.com offers EasyAccess services
that enable travelers to view United flight schedules, check
flight status and access Mileage Plus information. Registration
for United's EasyUpdate service, which sends up-to-the-minute
flight information to a passenger's e-mail, mobile phone or pager,
is also available on united.com.

United, United Express and Ted operate more than 3,500 flights a
day on a route network that spans the globe. News releases and
other information about United and Ted may be found on the
company's Web sites at http://www.united.com/and  
http://www.flyted.com/

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the  
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.


UNITED STEEL: Hires Jackson Lewis as Special Counsel
----------------------------------------------------
United Steel Enterprises, Inc., asks the U.S. Bankruptcy Court for
the District of New Jersey for permission to hire Jackson Lewis
LLP as its special labor counsel.

Jackson Lewis represented the Debtor prepetition in legal matters
involving to labor and employment law.

The Debtor wants Jackson Lewis to represent it in any matter that
arises postpetition concerning a collective bargaining agreement
to which the Debtor is a party.

Michael R. Esposito, Esq., a partner at Jackson Lewis, is the lead
attorney in this engagement.  Mr. Esposito discloses that his Firm
bills for its professional's services at these hourly rates:

            Designation          Rate
            -----------          ----
            Partners         $485 - $265
            Of Counsel       $375 - $200
            Associates       $360 - $160
            Paralegals       $165 -  $50

Mr. Esposito assures the Court that Jackson Lewis does not hold
any interest adverse to the Debtor or its estate.

Headquartered in East Stroudsburg, Pennsylvania, United Steel
makes racks for industrial warehouse storage and interior retail
display.  The Company filed for chapter 11 protection on
December 15, 2003 (Bankr. D. N.J. Case No. 03-50284).  Paul R.
DeFilippo, Esq., at Wollmuth Maher & Deutsch LLP, represents the
Debtor in its restructuring efforts.  When the Company filed for
protection from its creditors, it estimated more than $10 million
in assets and debts.


URS CORP: Wins Extension of LA Unified School District Contract
---------------------------------------------------------------
The Los Angeles Unified School District has extended its contract
with the joint venture of 3D/International and URS Corporation
(NYSE: URS) to provide professional services for LAUSD's school
repair and construction bond program.  The one-year contract
extension has a value to the joint venture of $38 million for the
first year, with two additional option years, which bring the
total maximum value of the contract to the joint venture to more
than $80 million.  The value of the one-year extension to URS is
approximately $14 million.

The LAUSD bond program includes a $2 billion Facilities
Modernization Program, and a New School Facilities Construction
Program, valued at approximately $5.5 billion.  The Facilities
Modernization Program consists of upgrades and repairs of more
than 700 existing school buildings, grounds and classrooms.  The
New School Facilities Construction Program includes more than 150
new construction and addition projects involving elementary,
middle and high schools, as well as special education schools.

Since the program's inception in 1997, the joint venture has
provided services ranging from technical support and program
management to its current role as an extension-of-staff.  Services
have included construction management, program controls, project
estimating, value engineering, lease and real estate program
management assistance, design management, constructability review,
relocation program management, master schedule setup and updates,
and claims and dispute management and resolution.

Commenting on the contract extension, Gary V. Jandegian,
President, URS Division, said: "This is another significant win
for URS, which is a leading provider of technical support and
program management services to school districts around the
country.  We are very pleased to extend our relationship with
LAUSD and to support its efforts to improve facilities for
students in Los Angeles."

URS Corporation -- http://www.urscorp.com/-- offers a  
comprehensive range of professional planning and design, systems
engineering and technical assistance, program and construction
management, and operations and maintenance services for surface
transportation, air transportation, rail transportation,
industrial process, facilities and logistics support,
water/wastewater treatment, hazardous waste management and
military platforms support.  Headquartered in San Francisco, the
Company operates in more than 20 countries with approximately
27,000 employees providing engineering and technical services to
federal, state and local governmental agencies as well as private
clients in the chemical, manufacturing, pharmaceutical, forest
products, mining, oil and gas, and utilities industries.

                         *     *     *

As reported in the Troubled Company Reporter on August 20, 2004,
Moody's upgraded URS Corporation's ratings to reflect the
company's reduced debt balances, improved credit metrics, and
expectations that revenues and margins will support further
improvement in the company's cash flows.  The company's rating
outlook has been changed from positive to stable.

Moody's has upgraded these ratings:

   * $225 million senior secured revolving credit facility, due
     2007, upgraded to Ba2 from Ba3;

   * $84 million senior secured term loan A, due 2007, upgraded to
     Ba2 from Ba3;

   * $270 million senior secured term loan B, due 2008, upgraded
     to Ba2 from Ba3;

   * $130 million 11.5% senior unsecured notes, due 2009, upgraded
     to Ba3 from B1;

   * $20 million 12.25% senior subordinated notes, due 2009,
     upgraded to B1 from B2;

   * Senior Implied, upgraded to Ba2 from Ba3;

   * Senior Unsecured Issuer, upgraded to Ba3 from B1;

   * Speculative Grade Liquidity Rating, upgraded to SGL-1 from
     SGL-2.

The ratings upgrade:

   (1) reflects the company's improved balance sheet;

   (2) strong operating performance; and

   (3) the expectation that the company's services will continue
       to enjoy stable demand.

In its third fiscal quarter, URS used the net proceeds of an
equity offering, cash on hand and additional borrowings under its
credit facility to redeem $70 million of its 11.5% senior notes
and $180 million of its 12.25% senior subordinated notes.  As a
result of these redemptions, the company's overall debt balance
decreased by over $180 million to about $594 million.  This is a
significant improvement over the $955 million debt balance at
October 31, 2002.  The company's ratings also benefit from:

   (1) a stable customer base;

   (2) recurring revenues;

   (3) a $3.9 billion backlog at April 30, 2004; and

   (4) expected increases in defense and homeland security
       spending.

The ratings are constrained by the challenges the company faces in
growing its state and local revenues due to state budget deficits
and delays in funding of state and local infrastructure projects.
Revenues from the company's private clients are also under
pressure due to reduced levels of capital spending and cost-
cutting measures by the company's private clients.  In 2002, URS
purchased EG&G for $500 million for a purchase multiple that
equates to just under 10 times its fiscal 2003's EBITDA.  This
acquisition transformed URS as EG&G represents around 32% of total
revenues.  Going forward, Moody's does not expect the company to
make large debt-financed acquisitions as URS has publicly stated
that it wants to maintain a debt to capitalization ratio below
40%.  A change in policy due to an acquisition or other
transaction, however, would pressure the ratings.  A decrease in
the company's revenues, operating margins and free cash flow
generation would also pressure the rating.


US AIRWAYS: S&P Pares Ratings to CCC- & Says Outlook is Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on US
Airways Group, Inc., and its US Airways, Inc., subsidiary,
including lowering the corporate credit ratings of both entities
to 'CCC-' from 'CCC'.  The outlook is negative.

The rating action reflects lack of progress in crucial labor
negotiations and rapidly dwindling time to avert a second
bankruptcy filing.  Ratings on senior classes of enhanced
equipment trust certificates, which are either bond insured or
well collateralized, were not lowered.

"The apparent failure to reach a cost-cutting agreement with US
Airways' pilots and a substantial upcoming pension payment on
September 15 raise a clear near-term risk of bankruptcy," said
Standard & Poor's credit analyst Philip Baggaley.  On Sept. 6,
2004, US Airways Inc.'s pilots' union reported that it would not
submit management's contract proposal to membership for a vote, as
the company had requested.  Although labor negotiations may
resume, there is little time remaining to conclude an agreement
with the pilots and other unions. Achievement of a cost-saving
pact with the pilots is considered a necessary first step toward
securing contract revisions with other labor groups.  If the
company is not close to agreement with its four major labor groups
by Sept. 15, management may judge that it cannot further deplete
its cash reserves by making the payment, and choose instead to
file for Chapter 11.  The size of the pension payment has not been
disclosed, but the company has said that it has pension payments
of $133 million during the second half of 2004, and a substantial
portion of that is due September 15.  In addition, after
September 30, US Airways could be in default under its federally
guaranteed loan, lose access to financing arrangements for
regional jet deliveries, and could be forced to post added cash
collateral for a credit card processor.

US Airways' liquidity is constrained; unrestricted cash totaled
$975 million at June 30, 2004, but is expected to decline as the
airline enters the seasonally weak period following Labor Day.  
The company has no unsecured assets, as all available collateral
is pledged to the loan guaranteed by the Air Transportation
Stabilization Board.  Loss of access to regional jet financing
commitments, which very likely could not be replaced from other
sources, would endanger the airline's new business strategy, which
includes on deploying large numbers of regional jets, as well as
substantial cost cuts.

Failure by US Airways to secure material labor cost concessions
very quickly as part of a broader transformation plan will very
likely necessitate a second bankruptcy filing and a consequent
downgrade to 'D'.


VEG-A-MIX CORP: Case Summary & 15 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Veg-A-Mix Corporation
        P.O. Box 1186
        Castroville, California 95012-1186

Bankruptcy Case No.: 04-55473

Chapter 11 Petition Date: September 1, 2004

Court: Northern District of California (San Jose)

Judge: James R. Grube

Debtor's Counsel: Henry B. Niles, III, Esq.
                  Law Offices of Henry B. Niles III
                  340 Soquel Avenue #105
                  Santa Cruz, CA 95062
                  Tel: 831-457-4545

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
------                        ---------------       ------------
Cypress Packaging & Supply    Trade Debt                $405,342
Corporation
P.O. Box 1095
Castroville, CA 95012

Dominguez Farms               Trade Debt                $172,128

Frank Jr. Farms               Trade Debt                $154,212

TriCal, Inc.                  Trade Debt                 $80,593

My Little Toy Trucking        Trade Debt                 $75,444

Rancho Salinas Packing, Inc.  Trade Debt                 $53,716

Sunworld International, Inc.  Trade Debt                 $48,612

Trans Fresh                   Trade Debt                 $30,112

Multi Tech Transportation,    Trade Debt                 $22,300
LLC

Growers Ice Company           Trade Debt                 $22,031

JC Refrigerated               Trade Debt                 $18,152
Transportation, Inc.

Green Valley Farm Supply,     Trade Debt                 $16,775
Inc.

Mark Pura                                                $16,228

State Compensation Insurance  Trade Debt                 $13,652
Fund

Helena Chemical Company       Trade Debt                 $13,100


VELOCITY CLO: Moody's Puts Ba2 Rating on $8M Senior Secured Notes
-----------------------------------------------------------------
Moody's Investors Service has assigned ratings to these Classes of
Notes and Composite Securities issued by Velocity CLO, Ltd.

   (1) Aaa to the U.S. $229,000,000 Class A Senior Secured Notes
       Due August 22, 2016;

   (2) A2 to the U.S. $22,000,000 Class B Senior Secured Interest
       Deferrable Notes Due August 22, 2016;

   (3) Baa2 to the U.S. $14,000,000 Class C Senior Secured
       Interest Deferrable Notes Due August 22, 2016;

   (4) Ba2 to the U.S. $8,000,000 Class D Senior Secured Interest        
       Deferrable Notes Due August 22, 2016;

   (5) A3 to the U.S. $5,300,000 Class 1 Composite Securities Due               
       August 22, 2016;
       
   (6) Aaa to the U.S.$5,800,000 Class 2 Composite Securities Due
       August 22, 2016;

The underlying portfolio will consist primarily of U.S. dollar-
denominated senior secured loans.  The ratings were assigned based
on Moody's evaluation of the underlying collateral
characteristics, the structure of the deal, the legal
documentation and the experience of the collateral manager, TCW
Asset Management Company.


VOLTERRA: June 30 Balance Sheet Upside-Down by $47.3 Million
------------------------------------------------------------
Volterra Semiconductor Corporation (Nasdaq: VLTR), a leading
provider of high-performance analog and mixed-signal power
management semiconductors, reported financial results for its
second quarter ending June 30, 2004, during which it achieved its
14th consecutive quarter of revenue growth.

Net revenue for the second quarter of 2004 was $9.1 million, an
increase of 47% over net revenue of $6.2 million for the second
quarter of 2003 and a 20% sequential increase from net revenue of
$7.6 million for the first quarter of 2004.  Net income was $0.6
million for the second quarter of 2004, compared with a net loss
of $1.5 million for the second quarter of 2003.

Volterra also reports net income and basic and diluted net income
per share on a non-GAAP-basis.  Non-GAAP net income, where
applicable, excludes the effect of stock-based compensation
expense and non-recurring charges such as restructuring write-
offs, net of tax.  Non-GAAP net income was $0.7 million for the
second quarter of 2004, compared with pro forma net loss of $1.3
million for the second quarter of 2003. Shares used in computing
pro forma net income (loss) per share for the second quarter of
2004 increased to 21.1 million, compared with 5.4 million for the
second quarter of 2003.

"Volterra emerges from its first reporting period as a publicly
traded company uniquely positioned as a high performance analog
semiconductor provider in one of the fastest growing sectors of
the industry.  We have achieved 14 consecutive quarters of revenue
growth, demonstrating our ability to expand our business even in
difficult industry conditions," said Volterra President and CEO
Jeff Staszak.  "Our markets are expanding and our customer base is
diversifying.  We have the advanced technology, people and
financial strength to deliver unrivaled value to our customers."

Volterra's revenue growth rate accelerated in the second quarter
both on a year-over-year and sequential basis.  Gross margin for
the second quarter of 2004 increased to 54% compared to 36% for
the second quarter of 2003.  This was the second sequential
quarter of profitability and a third sequential quarter of
positive operating cash flow.

              About Volterra Semiconductor Corporation

Volterra Semiconductor Corporation, headquartered in Fremont, CA,
designs, develops, and markets leading edge silicon solutions for
low-voltage power delivery.  The Company's product portfolio is
focused on advanced switching regulators for the computer,
datacom, storage, and portable markets.  Volterra operates as a
fabless semiconductor company utilizing world-class foundries for
silicon supply.  The company is focused on creating products with
high intellectual property content that match specific customer
needs.  For more information please visit http://www.volterra.com/

At June 30, 2004, Volterra Semiconductor Corporation's balance
sheet showed a $47,326,000 stockholders' deficit, compared to a
$49,232,000 at December 31, 2003.


W.R. GRACE: Elects Pres. & CEO Fred Festa to Board of Directors
---------------------------------------------------------------
Fred Festa, President and Chief Operating Officer of W. R. Grace &
Co. (NYSE:GRA), was elected to its Board of Directors.  He becomes
the eighth member of the Board of Directors.

"I am very pleased that Fred has been elected to the Grace Board
of Directors," said Paul J. Norris, Chairman and CEO of Grace.  
"He has clearly demonstrated his leadership skills and his results
focused approach has helped to improve the performance of our
businesses."

Headquartered in Columbia, Maryland, W.R. Grace & Co., --
http://www.grace.com/-- supplies catalysts and silica products,  
especially construction chemicals and building materials, and
container products globally.  The Debtors filed for chapter 11
protection on April 2, 2001 (Bankr. Del. Case No: 01-01139).  
James H.M. Sprayregen, Esq., at Kirkland & Ellis and Laura Davis
Jones, Esq., at Pachulski, Stang, Ziehl et al. represent the
Debtors in their restructuring efforts.


W.R. GRACE: Has Until December 31 to Remove Actions to Delaware
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extends to
and including December 31, 2004, the period in which W.R. Grace &
Co. and its debtor-affiliates can elect to remove a prepetition
lawsuit to the U.S. District for the District of Delaware for
continued litigation and resolution.

As reported in the Troubled Company Reporter on July 23, 2004,
David W. Carickhoff, Esq., at Pachulski Stang Ziehl Young & Jones,
in Wilmington, Delaware, tells Judge Fitzgerald that the Debtors
are named defendants in 65,000 asbestos-related lawsuits in
various state and federal courts involving 232,000 different
individual claims.  The Debtors are also defendants in eight
asbestos-related fraudulent conveyance actions in various state
and federal courts that involve large numbers of individual
claims.  There are numerous other lawsuits, including, but not
limited to environmental actions, in which one or more of the
Debtors and their non-debtor affiliates are named defendants in
various state and federal courts.  Many of these Asbestos Actions,
Fraudulent Conveyance Actions and Miscellaneous Actions were filed
before the Petition Date.

Since the Petition Date, a number of additional Asbestos Actions,
Fraudulent Conveyance Actions and Miscellaneous Actions have been
filed and continue to be filed.  The Debtors and their non-debtor
affiliates believe that the Postpetition Actions are void because
they were filed in violation of the automatic stay.

Mr. Carickhoff tells the Court that the Debtors have not had the
time to address the pending actions because they were busy
determining the true scope of their liability to asbestos
claimants.

Mr. Carickhoff further relates that the outcome of the decision
regarding Judge Wolin's participation in their cases, and the
appointment of Judge Buckwalter in lieu of Judge Wolin, has had an
effect on the Debtors' ability to remove the prepetition lawsuits.  
The Debtors have worked diligently in conjunction with a number of
constituencies in their Chapter 11 cases to advance their Chapter
11 cases.  Substantial progress has been made in establishing a
framework within which to resolve the Actions and various other
claims against the Debtors.  There have been a number of
developments that have impeded the Debtors' progress toward
establishing the framework to deal with asbestos-related Personal
Injury Claims against the Debtors.

A litigation protocol will streamline the claims adjudication
process by providing a means of resolving the common legal issues
through a fair and orderly process in a single forum while
preserving legitimate personal injury claimants' rights to trial.
While this litigation protocol will not completely eliminate the
Debtors' need to preserve the option to remove actions to the
Bankruptcy Court, it should minimize the need to do so.
Nonetheless, until the claims arising from the Actions have been
resolved, whether through the litigation protocol or otherwise,
the Debtors must preserve the option of removing Actions to the
Bankruptcy Court.

Headquartered in Columbia, Maryland, W.R. Grace & Co., --
http://www.grace.com/-- supplies catalysts and silica products,  
especially construction chemicals and building materials, and
container products globally. The Debtors filed for chapter 11
protection on April 2, 2001 (Bankr. Del. Case No: 01-01139).  
James H.M. Sprayregen, Esq., at Kirkland & Ellis and Laura Davis
Jones, Esq., at Pachulski, Stang, Ziehl et al. represent the
Debtors in their restructuring efforts. (W.R. Grace Bankruptcy
News, Issue No. 70; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


WAVING LEAVES: Needs Until Oct. 5 to File Plan of Reorganization
----------------------------------------------------------------
Waving Leaves, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Ohio, Eastern
Division, for an extension until October 5, 2004, to file their
joint Plan of Reorganization.  This is the sixth extension the
Debtors have asked for since they filed for chapter 11 protection
in December 2003.

The Debtors tell the Court that they need to continue and finalize
discussions with two creditors -- Peachtree Franchise and Hardee's
Food Systems, Inc. -- regarding the sale of assets encumbered by
these two creditors' security interests before they can formulate
a consensual plan of reorganization.

Headquartered in Wooster, Ohio, Waving Leaves and its debtor-
affiliates, filed for chapter 11 protection on December 3, 2004
(Bankr. N.D. Ohio Case No. 03-66524).  Jeffrey W. Krueger, Esq.,
and R. Timothy Coerdt, Esq., at Wegman, Hessler & Vanderburg,
represent the Debtors in their restructuring efforts.  When the
Company filed for protection, it listed $6,806,785 in total assets
and $8,178,503 in liabilities.


* Fitch Survey Says Credit Default Swaps Grow 100% to $1.9T
-----------------------------------------------------------
The Global Credit Derivatives Market expanded to $2.8 trillion of
gross sold outstanding -- $3 trillion including cash
collateralized debt obligations -- increasing 71% from $1.8 last
year.

According to Fitch Ratings latest survey of the global CDx market,
single-name credit default swaps increased 100% from year-end 2002
to $1.9 trillion. Portfolio products, including the highly
publicized traded indices totaled a more modest $754 billion, up
49%. Of note, 53% of global banks cited trading as a dominant
motivation for using CDS, whereas only 19% cited credit risk
portfolio management.

"While banks continue to act as protection buyers in the
aggregate, there has been a clear shift in the CDx market," said
Roger Merritt Managing Director, Fitch Ratings. "Many of the
larger banks and broker dealers have moved from net protection
buyers to net protection sellers, coinciding with an increased
willingness among CDx dealers to inventory large 'correlation
books' of credit risk. The market's explosive growth is being
propelled in large measure by inter-dealer trading rather than
risk transference motivations on the part of banks."

               European Banks - Buyers and Sellers

Whereas in the aggregate European banks also continued to be
protection buyers, this does not tell the whole story.
Approximately one-half of the European banks, particularly
regional banks, acted as protection sellers.

"These institutions actually increased the amount of protection
sold year over year, particularly in the case of the German
Landsebanks," said Ian Linnell, Managing Director, Fitch Ratings.
"Protection selling via CDx is a preferable alternative for
sourcing credit and generating more attractive returns than those
available in their domestic markets. There is a need among banks
to develop improved financial disclosure of CDx usage to allow for
the adjustment of traditional credit measures to incorporate this
alternative form of risk taking."

                  CDx Credit Quality Declines

Ratings quality for the CDx market declined as below-investment
grade and unrated exposures increased to 18% from 8% last year.
This is reflective of the lower demand for super senior protection
and increased trading flows involving high-yield credits due to
the continued expansion of the market into lower rated names.

                  Hedge Funds Continue to Grow

Hedge fund activity grew substantially year-over-year and now
comprises a sizable percentage of CDS volume (20%-30%) for a
number of market intermediaries. Their prominence has potential
implications in terms of event risk, liquidity and price
volatility.

            Insurance Sector Curbs Appetite for CDx

While the global insurance sector's overall exposure to the CDx
market as protection sellers increased, this finding is skewed by
the presence of the largest, most dominant participant. Adjusting
for this fact, insurance company exposures actually fell 56% in
North America and 21% in Europe.

Fitch Ratings report 'Global Credit Derivatives Survey - Single-
Name CDS Fuel Growth' is available exclusively on Fitch's
dedicated Credit Derivatives' web site at http://www.fitchcdx.com/


* 10 Hiding Places for Business Credit Risk Accdg. to Atradius
--------------------------------------------------------------
To help credit managers better manage risk following the recent
wave of corporate reporting irregularities, Atradius Trade Credit
Insurance has developed a list of "Ten Hiding Places For Business
Credit Risk" designed to help credit professionals spot unseen
credit risk. Atradius Trade Credit Insurance is the U.S. arm of
Atradius Group, the second leading credit insurer in the world.

The high profile collapses of Adelphia and Parmalat, among others,
have demonstrated the crucial need for credit professionals to
look beyond the figures issued in corporate financial statements.
Atradius suggests credit managers be sure the following areas are
evaluated when assessing business credit risk:

     1.  Capitalization - Evaluate how the firm is capitalized and
         if it has access to future capital.  Determine sources of
         capital and how the capital is structured.

     2.  Loss on Derivatives - Find out if complex hedging
         strategies are in place that may not be actual hedges.  
         Determine if derivatives used are liquid and if there are
         "naked" positions.

     3.  Mark-to-Market Accounting - Ensure derivative positives
         in place are valued correctly and find out valuation
         rationale.  Determine if rationale has material impact on
         financials.

     4.  Managing Leverage with New Forms of Debt - Determine if
         convertibles that look like equity actually act as debt
         triggers.

     5.  Goodwill and Intangible Valuations - Assess if valuations
         are accurate and what assets are being valued and at what
         price. Check to see if big write offs are coming.

     6.  Off Balance Sheet Transactions - Determine if there are
         operating leases that should be capital leases or capital
         leases that should be operating leases.

     7.  Calculating Pension Liability - Reconcile estimated needs
         with the projected returns and see if projections are
         realistic.  Evaluate how options are treated.

     8.  Financial Engineering with SPE's and JV's - Find out if
         companies are being set up to assist in product financing
         to customers of the parent and determine the effect on
         the parent if the entity fails.

     9.  Engineering with Mergers and Acquisition Activity -
         Establish if any mergers or acquisitions impacted the
         firm's overall debt/risk ratio.

     10. Revenue Recognition and Measurement - Determine if
         company is booking future revenue in current periods for
         long-term contract deals and if unrealized revenue is
         being calculated correctly.  Check to see if swap
         transactions overstate revenue and add no realized value.
         Assess how currency value affects earnings.

"Most credit managers do not have the time or staff to sift
through 10K's, 10Q's and other financial statements to identify
troublesome issues such as cross default agreements and
debt/trigger covenants," says Atradius Director, Will Clark. "A
growing number of credit professionals are turning to business
credit insurers for highly specialized trade credit underwriting
expertise and their ability to dig deep into company balance
sheets to uncover credit risk that is often not readily perceived.
Firms that are not prepared to address these issues are exposing
themselves to unnecessary risk."

Atradius Trade Credit Insurance, Inc. offers commercial credit
insurance, trade receivables securitization, debt collection and
other credit management services to meet the needs of U.S.-based
companies. Atradius credit insurance policies cover losses due to
bankruptcy, payment default or events in overseas markets such as
political turmoil or import and trade restrictions.

A white paper, "Trade Credit Insurance: A New and Sustainable
Approach To Corporate Credit Management," is available for further
information about commercial credit management. Please contact
Kathy Farley at (410) 246-5584 or kathy.farley@atradius.com or
visit http://www.atradius.us/


* Epstein Becker Restructures & Expands National Litigation Group
-----------------------------------------------------------------
Epstein Becker & Green, P.C. has restructured and enhanced its
litigation resources into a National Litigation Group in response
to the increasingly complex and high- stakes civil and criminal
investigations and lawsuits companies across a broad spectrum of
industries are facing today. Herve Gouraige, co-leader of EBG's
National Litigation Group along with Kenneth J. Kelly, sees a
growing threat to business and its executives, fueled in
substantial part by "a pervasive, if unfounded, perception of
public mistrust of corporate conduct that has resulted in
overzealous regulatory actions often followed by massive private
lawsuits seeking to reform industries rather than resolve disputes
between private parties. These massive lawsuits require an
interdisciplinary approach to dispute resolution."

"More and more companies," Mr. Gouraige, a former Assistant U.S.
Attorney in the Southern District of New York explains, "are
facing the kind of complex and significant litigation that puts
the very survival of the company in jeopardy. These kinds of
lawsuits, sometimes referred to as 'bet the company' litigation,
often are incredibly complicated and comprehensive, and require
in-depth knowledge of the relevant industry, multiple areas of
civil and criminal law, and innovative strategies for successfully
resolving them."

Mr. Kelly, a former Vice President and Assistant General Counsel
for Chemical Bank, amplifies this point, noting that "both the
government and private litigants have become more aggressive and
creative in arguing novel, expansive interpretations of long-
established securities and banking laws and in testing the limits
of newer laws, such as the Sarbanes-Oxley Act." Mr. Kelly offers
the example of a once straightforward securities case, "which, in
today's environment, may also involve banking and finance, tax,
insurance, bankruptcy and corporate governance issues." "In order
to be effective in this climate," he adds, "law firms need the
capability to identify and tackle a potential bet the company case
and other complex litigation from many different angles."

"Other areas of commercial and business litigation can present
equally difficult and potentially costly challenges," Mr. Gouraige
notes. He cites intellectual property law as illustrative of "an
area where the law is still evolving, rights and liabilities in a
particular situation may not be clearly delineated, and an
unfavorable outcome can be financially devastating to a business."

In response to these and other issues, EBG, drawing on its
considerable internal litigation experience as well as recent
lateral additions, has restructured its National Litigation Group
to bring together an interdisciplinary team of litigators to
provide the highest quality of effective and efficient
representation to clients faced with these high-stakes disputes.
The Group is organized into 12 practice areas across its 12
offices in every region of the country: antitrust, banking,
construction, corporate & securities, creditors' rights,
bankruptcy and financial restructuring, environmental law,
government contracts, government and internal investigations,
including white collar criminal defense, insurance, intellectual
property, product liability, and real estate litigation.

EBG's National Litigation Group is premised on a two-pronged
approach to litigation. Its initial focus is on risk management --
identifying and preventing potentially costly litigation. The best
way to do that is to make sure corporate employees know the legal
rules under which the company operates and instill from the top a
culture of high ethical standards and legal compliance. Once a
dispute exists, however, the Group's role is problem- resolution,
with an emphasis on minimizing costs, both monetary and non-
monetary, to the company.

In this regard, EBG believes that winning entails more than just
obtaining the favorable resolution of a dispute. A "win" that
exhausts a company's financial resources or good will is,
according to Mr. Gouraige, "a "Pyrrhic victory at best." EBG's
goal, he adds, is "to successfully resolve the dispute consistent
with the client's broader concerns and business objectives."

Toward this end, EBG's National Litigation Group is structured, as
Mr. Gouraige explains, "to provide the maximum efficacy and
efficiency for our clients. EBG is a true general service law firm
and has enormous breadth and depth of resources in terms of our
attorneys' range of knowledge and experience. We use this asset to
our clients' advantage. Where appropriate, we can take what we
call an 'interdisciplinary approach' to identifying issues and
strategies in order to determine the best course of action."

Members of EBG's National Litigation Group have extensive
experience in diverse practice areas and across a broad range of
industries, from banking and pharmaceuticals, to media and
technology. The Group includes a former Acting U.S. Attorney
General, former judges, prosecutors, appellate and trial law
clerks, corporate counsel and Presidential advisors. Members of
the Group are at the forefront of their fields in such areas as
intellectual property (including Internet law), government
contracts and construction litigation, and white collar defense,
and are highly experienced in class actions and multi-party
litigation, appellate advocacy and alternative dispute resolution.

                 About Epstein Becker & Green, P.C.

Founded in 1973, EBG is a general practice law firm with more than
370 attorneys practicing in twelve offices throughout the U.S. --
Atlanta, Boston, Chicago, Dallas, Houston, Los Angeles, Miami, New
York, Newark, San Francisco, Stamford, and Washington, D.C. -- and
affiliations worldwide. The firm's size, diversity, and global
affiliations allow its attorneys to address the needs of both
small entrepreneurial ventures and large multinational
corporations on a worldwide basis.


* Former FTC Chairman Timothy J. Muris to Join O'Melveny & Myers
----------------------------------------------------------------
Timothy J. Muris, who until recently served as Chairman of the
Federal Trade Commission, has joined O'Melveny & Myers LLP as Of
Counsel. Mr. Muris, who will be resident in the firm's Washington,
DC office, will co-head O'Melveny & Myers' 50-lawyer
Antitrust/Competition practice along with antitrust lawyer Richard
G. Parker, who formerly served as Director of the Bureau of
Competition at the Federal Trade Commission.

"Tim Muris is an accomplished lawyer and was one of the most
highly respected officials and legal scholars in the current
administration. We are honored that Tim has joined our firm,
particularly given his great appeal and respect in the
profession," said Arthur B. Culvahouse, Jr., O'Melveny & Myers'
Chair. Mr. Culvahouse continued, "Tim is an important addition to
O'Melveny & Myers' already preeminent antitrust/competition
practice and to our strategic counseling capabilities. He has a
long and distinguished career in public and private service and
brings an extraordinarily broad background, a substantial depth of
knowledge and a reputation for being at the forefront of
antitrust/competition legal issues."

"We expect that Tim will accelerate even further the substantial
growth of our antitrust/competition practice, in the U.S. and
worldwide. Tim also brings substantial experience in the areas of
consumer protection, privacy regulation and strategic counseling,"
said Rich Parker. Mr. Parker continued, "We are confident that
O'Melveny & Myers will afford Tim the base to provide clients with
the highest level of support and service."

About his decision to join O'Melveny & Myers, Tim Muris said,
"O'Melveny & Myers is a leader in many areas of the law, including
antitrust/competition, and has a well-developed plan for growing
the practice and serving clients in an increasingly global market.
I am very excited about playing a significant role in building on
O'Melveny's substantial platform in the U.S. as well as its
expanding European practice led from Brussels and its Asian
practice in China and Japan."

                        About Timothy J. Muris

On June 4, 2001, Timothy J. Muris was sworn in as Chairman of the
Federal Trade Commission. Mr. Muris held three previous positions
at the Commission: Assistant to the Director of the Planning
Office from 1974 - 1976, Director of the Bureau of Consumer
Protection from 1981 - 1983, and Director of the Bureau of
Competition from 1983 - 1985. After leaving the FTC in 1985, Mr.
Muris served with the Executive Office of the President, Office of
Management and Budget for three years, and in private practice.
Mr. Muris joined George Mason University School of Law as a
Foundation Professor in 1988 and was interim Dean of the law
school from 1996 to 1997.

Mr. Muris graduated with high honors from San Diego State
University in 1971 and received his J.D. from UCLA in 1974. He was
awarded Order of the Coif and was associate editor of the UCLA Law
Review. A member of the American Bar Association's Antitrust
Section, Mr. Muris has written widely on antitrust, consumer
protection, regulatory, and budget issues. In 1981, he served as
the Deputy Counsel to the Presidential Task Force on Regulatory
Relief.

In addition to his law practice at O'Melveny & Myers, Mr. Muris
will continue to be Foundation Professor at the George Mason
University School of Law and will lead the search for a new Dean.

                        About the Firm

O'Melveny & Myers LLP is a values-driven law firm guided by the
principles of excellence, leadership and citizenship. With the
breadth, depth and foresight to serve clients competing in a
global economy, our attorneys devise innovative approaches to
resolve problems and achieve business goals. Established in 1885,
the firm maintains 14 offices around the world, with more than 900
attorneys. O'Melveny & Myers' capabilities span virtually every
area of legal practice, including Antitrust/Competition; Capital
Markets; Corporate Finance; Entertainment and Media; Intellectual
Property and Technology; Labor and Employment; Litigation; Mergers
and Acquisitions; Private Equity; Project Development and Real
Estate; Restructuring and Insolvency; Securities; Tax; Trade and
International Law; and White Collar and Regulatory Defense.

O'Melveny & Myers was recognized as "Litigation Department of the
Year" by The American Lawyer magazine in January 2004.


* Chain Capital Adds Brian Cullen VP to Los Angeles Office
----------------------------------------------------------
Chanin Capital Partners, a leading specialty investment banking
firm, appointed Brian J. Cullen as a Vice President based in the
firm's Los Angeles office. Brian will manage and execute financial
restructuring engagements across all industry groups.

"CCP has deep roots in the Los Angeles marketplace," said Brian
Cullen. "I have always regarded the firm as a leader in financial
restructurings. I look forward to utilizing my skill-set from the
buyside and offering that perspective to help Chanin's clients."

Before joining Chanin, Mr. Cullen was a co-founder and Partner of
Aria Partners, a special situations investment fund. While at
Aria, he was responsible for all aspects of fund management,
including evaluation and analysis of investment opportunities,
risk management and capital raising.

Earlier, Mr. Cullen worked as a Vice President at Kirkland Messina
LLC, a middle-market private equity firm in Los Angeles, where he
was involved in all aspects of evaluation, financing and execution
of principal investment opportunities.

"Restructuring work continues to be quite active this year for
us," noted Russ Belinsky, Senior Managing Director. "We look
forward to Brian's contributions to our team and the unique skills
and perspective he offers for our clients."

Chanin Capital Partners is ranked the Number Two Bankruptcy
Advisory Firm by The Deal, as of September 6, 2004, by volume of
live, in-court cases.

                  About Chanin Capital Partners

Chanin Capital Partners is a specialty investment banking firm
that provides financial advisory services, including
Recapitalizations and Restructurings; Mergers and Acquisitions;
Fairness, Valuation and Solvency Opinions; and, Corporate Finance
and Capital Raising. With 45 dedicated professionals and offices
in London, Los Angeles and New York, Chanin Capital Partners is
one of the largest, independent, specialty investment banks
providing financial advisory services for the middle market and
for distressed transactions. Since its founding in 1984, the
professionals of Chanin Capital Partners have completed more than
$134 billion in financial restructuring transactions, consummated
more than $27 billion in mergers and acquisitions transactions,
privately placed more than $5 billion in debt and equity
securities, and delivered hundreds of fairness and solvency
opinions and valuation reports.


* Jason Hibbs & Jennifer Parsons Join Alvarez & Marsal
------------------------------------------------------
Alvarez & Marsal, a global professional services firm, announced
that Jason Hibbs and Jennifer Parsons have joined the Business
Consulting Group of Alvarez & Marsal as managers in the Dallas
office.    

Mr. Hibbs specializes in business process and operational
performance improvement, technology integration and strategy,
financial performance improvement, and customer management
strategy.  Prior to joining A&M, he served at a large consulting
firm, where he focused on deregulated wholesale and retail energy
markets, systems integration, customer relationship management,
and financial performance improvement on behalf of clients in the
communications, content and utilities industries.

Earlier in his career, Mr. Hibbs was at Andersen Business
Consulting, where he was responsible for deploying enterprise wide
software solutions.  He holds a masters degree with a
concentration in information systems from the Graduate School of
Management at the University of Dallas and an undergraduate degree
from Baylor University.

Ms. Parsons specializes in executing change management strategies
surrounding system and process implementations, cost reductions
and mergers and acquisitions.  She has developed and executed
change management strategies, designed and implemented business
process improvements, implemented cost saving initiatives and
deployed enterprise-wide technology solutions such as SAP and
PeopleSoft on behalf of companies in industries such as consumer
products, travel and healthcare.  

Prior to joining A&M, Ms. Parsons served as Global Manager of
Change Management for LSG Sky Chefs, an international in-flight
services firm, where she was involved with cost reduction
strategies and an expense system implementation.  Before that, she
was a Manager in the Change Management practice at Hitachi
Consulting and Andersen Business Consulting.  Ms. Parsons earned a
bachelors degree from Vanderbilt University focusing in human and
organizational development with a concentration in Leadership.  

Building on a 20-year track record of problem solving, A&Ms
Business Consulting Group serves companies in multiple industries
with good market positions and solid financials, offering a suite
of management focused, functional and technical services that
complement the firms deep-rooted operational and financial
expertise.  Its services include: 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 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/>www.businessconsulting.alvarezandmarsal.com
or contact Rebecca Baker, Chief Marketing Officer at 212.759.4433.  
To find out more about the Business Consulting Group of Alvarez &
Marsal, contact Tom Elsenbrook, Managing Director at 713.259.7080.                     


* Samuel Feigin Relocates to Mintz Levin's Reston Office
--------------------------------------------------------
Samuel E. Feigin, a partner in Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo, P.C.'s Employment, Labor and Benefits Section, has
relocated from the firm's Boston office to the Reston office.

A graduate of Bethesda-Chevy Chase H.S., Mr. Feigin represents
employers with respect to the full panoply of labor and employment
issues. He represents a wide variety of clients, particularly in
the high tech and biotech arenas, and routinely guides start-ups,
emerging growth companies and companies that are new to the U.S.
market through the implementation of employment policies and legal
compliance programs which are critical to successful development.
He is a stalwart of the Firm's extensive Israel-related practice
and serves as outside general counsel to numerous companies.

Mr. Feigin frequently litigates non-competition, trade secrets,
discrimination, breach of contract, wrongful discharge and other
disputes before courts, arbitrators and administrative bodies such
as the National Labor Relations Board, the U.S. Department of
Labor, the Equal Employment Opportunity Commission, and state
administrative agencies across the country. He also routinely
represents companies and senior executives in the negotiation of
employment and equity agreements, and provides advice in
connection with corporate transactions.

He counsels, trains and represents employers with respect to the
gamut of employment issues, including harassment prevention,
hiring practices, employee discipline and terminations, layoffs,
employee handbooks, independent contractor issues, wage and hour
and disability and leave matters. By the same token, he has
extensive experience on the traditional labor relations front,
representing management with respect to collective bargaining,
union elections, unfair labor practice proceedings, strikes,
picketing, arbitrations and the like.

"Sam has a tremendous reputation as a negotiator, counselor and
litigator. Of note, in an era of acute specialization where few
handle traditional labor-management relations work, he is part of
the rare breed of true labor and employment generalists. In
addition, his deep Washington-area roots will be instrumental as
we continue to grow the Reston office," comments David Barmak, a
member of the firm's Employment Labor and Benefits practice and
the Managing Partner of the Reston office.

Mr. Feigin graduated from Yale College with a B.A., cum laude, in
political science, as well as Distinction in the Major. He earned
his J.D. from the George Washington University National Law Center
where he was a Dean's Fellow, Legal Fellow in the Immigration
Clinic, and Articles Editor of the George Washington Law Review.
Mr. Feigin will live in Bethesda with his three children and wife,
Lisa Monastersky Feigin, also a graduate of the George Washington
University National Law Center.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, PC is a
multidisciplinary law firm with more than 450 attorneys and senior
professionals in Boston, Washington D.C., Reston, Virgina, New
York, New Haven, Connecticut, Los Angeles and London.

Mintz Levin is distinguished by its reputation for responsive
client service and expertise in the areas of bankruptcy; business
and finance; communications; employment; environmental; federal;
health care; immigration; intellectual property; litigation;
public finance; real estate; tax; and trusts and estates. Mintz
Levin's international clientele range from privately held start-
ups to Fortune 100 companies in a wide array of industries
including biotechnology, venture capital, telecommunications,
health care and high technology.

Mintz Levin was one of the first law firms to develop
complementary consulting capabilities to provide complete
solutions to clients' problems, including investment/wealth
management, government and public affairs and transactional
insurance.


* BOOK REVIEW: Business & Capitalism: An Introduction to Business
               History
-----------------------------------------------------------------
Author:     N. S. B. Graf
Publisher:  Beard Books
Hardcover:  428 pages
List Price: $34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1587981939/internetbankrupt

Gras's "Business and Capitalism" is as relevant to the
fundamentals, practices, and trends of today's business world as
it was when it was first published in 1939. This was a time when
the value and resiliency of capitalism were being challenged from
without by communism and other ideologies and also from within by
the depression. But such is the breadth and soundness of Gras's
history, that he is able to put these threats into perspective
even in his own day. Obviously, capitalism survived; whereas the
threats to it of Gras's day, as he saw them, did not much affect
the basics of business and capitalism.

From Gras's point of view, based on a study of history and
analysis - or anatomy - of the business field, business and
capitalism cannot be put aside by revolution or political change
or superceded by utopian societies because they are inextricably
rooted in history, human nature, and society, particularly social
needs and aspirations. Rudiments of business can be found in
primitive and ancient societies. Gras focuses on these much as
anthropologists focus on the religious rituals and family
structures of early societies. He sees in some of these a cultural
nomadic economy, and in others, a pastoral nomadic economy. In
each of these economies can be seen the combining of some form of
capital--namely, goods in these cases--with the management of it.
Herds of animals, for example, were the capital in the cultural
nomadic economy; in the pastoral nomadic economy, the capital was
fields of crops. Although Gras points to ancient and medieval
economies as undeniable and necessary precursors for capitalist
business, "In most of man's history there has been no business."
The author's definition of business underlies the point when
business as it is understood and practiced today became a part of
history and society: "Business is the administration of labor and
natural resources, in partnership with capital, in a process which
leads to the sales of goods or services, with other activities in
a subordinate position."

The "business man" is differentiated from the primitive shepherd,
for instance, in that the shepherd raises his sheep mainly to feed
himself and a small number of others, only occasionally trading
them outside this small circle. By contrast, the business man is
not directly involved in production; he administers labor and
resources to produce something which can be exchanged, i. e.,
sold. Gras stresses "business is administration that looks toward
exchange." "Petty capitalism", the first stage of the intertwined
business and capitalism that takes up most of Gras's lengthy
history and analysis formed in early towns on all continents. The
names of many of these towns are well known--Babylon, Athens,
Rome, London, Paris, Amsterdam. That they were centers of the
petty capitalism of their bourgeoisie is a principle reason they
had significant roles in history.

Pedlars, shopkeepers, and tradesmen represented this petty
capitalism. This first stage of capitalist business became more
highly organized in the course of history, and more multifacted.
The petty capitalism was succeeded by mercantile capitalism,
represented by merchants who entered into partnerships with other
merchants, issued stock in their businesses, and developed
sophisticated bookkeeping practices. Later came industrial
capitalism with its large factories, complex production processes,
and widespread, in some cases international, markets. Industrial
capitalism spawned financial capitalism involving diversified
practices and services of stock markets and banks to meet the big
and sometimes unexpected financial requirements to sustain it and
for it to grow.

Today's diversified, vibrant, and global U. S. economy can be seen
as the high point of Gras's industrial capitalism mixed with his
financial capitalism. He ends his economic history with a chapter
on the national capitalism practiced by Nazism and Fascism which
at the time challenged the centuries of business progress based on
private capitalism. But these challenges were turned back in World
War II.

The dated parts of "Business and Capitalism" are limited; although
they hold interest for historians and philosophers of economics. A
knowledgeable study of the different forms capitalist business has
taken throughout history, it is a book for all time.

The economic historian N. S. B. Gras (d. 1956) was a Professor of
Business History at Harvard's Graduate School of Business and in
1926, the founder of the Business History Society with its
"Journal of Business History".


                           *********

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 ***