TCR_Public/040915.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, September 15, 2004, Vol. 8, No. 198

                            Headlines

ABC DISTRIBUTING: Case Summary & 6 Largest Unsecured Creditors
ADELPHIA COMMS: Hires UBS Investment & Allen as M&A Advisors
ADVOCAT INC: Settles All Outstanding Claims with State of Arkansas
AINSWORTH LUMBER: Offering $450 Mil. Notes for Private Placement
AIR CANADA: Jetsgo Asks WestJet to Cooperate in Release of Info

AMC ENT: Gives Up Right to Redeem Preferred Stock on Default
AQUILA INC: Moody's Raises Three Junk Ratings to Single-B
ARCAP: Fitch Puts BB Rating on $28M Notes & B Rating on $24M Notes
AVIATION & GENERAL INSURANCE: Court Grants Permanent Injunction
BEAR STEARNS: S&P Pares Class G Certificates' Rating to BB+

BRODER BROS: S&P Affirms B+ Corporate Credit & Debt Ratings
COLEMAN CABLE: S&P Rates $110M Sr. Unsecured Notes at B-
COLEMAN CABLE: Gets Moody's Low-B Senior Implied & Issuer Ratings
COUNCIL TRAVEL: Files Second Amended Joint Plan of Liquidation
COVANTA ENERGY: Covanta Lake II Files Plan & Disclosure Statement

CREST CLARENDON: Fitch Assigns BB Rating to $10M Class D Notes
CROSSGEN INTELLECTUAL PROPERTY: Voluntary Chapter 11 Case Summary
CSFB MORTGAGE: Fitch Assigns Low-B Ratings to Four Cert. Classes
CULLIGAN INT'L: S&P Assigns B+ Corp. Credit & Bank Loan Ratings
DIGITALNET: S&P Places B+ Corporate Credit Rating on CreditWatch

DOE RUN RESOURCES: Hires Crowe Chizek as Independent Auditors
DT INDUSTRIES: Court Extends Exclusive Period to File Plan
EARTHMOVERS INC: Wants to Hire Cosgrove Webb as Bankruptcy Counsel
EXIDE TECHNOLOGIES: Restructures Senior Management Team
EXIDE: Asks Court to Extend Claims Objection Deadline to March 1

FRANK'S NURSERY: Taps Keen to Dispose of Real Estate Portfolio
FRIEDMAN'S INC: Must Comply With Six Key Financial Tests
G-STAR 2003-3: Fitch Places BB Ratings on $24M Preferred Shares
GRAHAM PACKAGING: S&P Affirms B Corporate Credit Ratings
HEADWATERS INC: Moody's Puts B1 Rating on Sr. Credit Facilities

HECLA MINING: Moody's Raises Senior Implied Rating to Caa1
HOMESTEADS AT NEWTOWN: Voluntary Chapter 11 Case Summary
LAIDLAW INTERNATIONAL: Vicki A. O'Meara Resigns as Director
LEGENDS VILLAGE: Case Summary & 2 Largest Unsecured Creditors
LNR CDO: Fitch Puts BB & B Ratings on $74 Million of Notes

MARINER: MHG Asks Judge Walrath to Disallow Howard's $1M Claim
MEADOWS OPERATIONS: Case Summary & 17 Largest Unsecured Creditors
MERGANSER CAPITAL: Case Summary & 4 Largest Unsecured Creditors
MIRANT CORPORATION: Court Approves Sullivan Settlement Agreement
MISSION HEALTH: Wants Durham Jones as Bankruptcy Counsel

MIV THERAPEUTICS: Successfully Completes HAp Coating Safety Trials
NORTEL NETWORKS: Twenty-Six Customers Adopt Networking Solutions
NRG ENERGY: Inks Pact to Sell Kendall Generating Station in Ill.
OREGON STEEL: Files Registration Statement for Proposed Offering
OREGON STEEL: Completes Final Settlement of Labor Dispute Pact

OWENS CORNING: Uses Intelligroup's SAP's CRM 3.0 for HOMExperts
PARMALAT USA: Taps Mahoney Cohen & Company as Accountants
PATHMARK STORES: S&P Shaves Corp. Credit Rating One Notch to B+
RCN CORP: Wants Court to Set Solicitation & Voting Procedures
ROGERS COMMS: Acquiring AT&T Wireless' Stake in Rogers Wireless

ROGERS COMMS: Moody's Reviewing Low-B Ratings & May Downgrade
SEITEL: E&Y Resigns as Independent Accountants After 4-Year Tenure
SOLUTIA: CPFilms Wants to Acquire Clear View Assets for $240,000
SOUTHWEST HOSPITAL: Case Summary & 20 Largest Unsecured Creditors
SPECTRASITE INC: S&P Upgrades Corporate Credit Rating to B+

SURGICARE: Files Definitive Proxy Materials for Shareholder Vote
US AIRWAYS: Court Approves Limited Use of Lenders' Cash Collateral
US AIRWAYS: CIT Group Discloses $14 Million Financial Relationship
US AIRWAYS: Flight Attendants Decry Finger-Pointing Labor Groups
US AIRWAYS: Bankruptcy Filings Prompts S&P's Default Ratings

VIAD CORP: Union Members Approve New Labor Agreement
VISTEON CORP: S&P Places BB Corporate Credit Rating on CreditWatch
VIVA INTERNATIONAL: Nears Completion of C.T. Industries' Sale
W.R. GRACE: Asks Court to Approve Akzo Settlement Agreement
WEIRTON STEEL: Will Pay Minteq Int'l.'s Mechanic Liens for $600K

WHOLE FOODS: S&P Raises Debt Rating to BB+ & Credit Rating to BBB-
XEROX CORP: Wins $23+ Million HSBC Document Services Contracts
XEROX CORP: Meets Growing Demand for Imaging Services in Arkansas
YELLOW ROADWAY: Moody's Puts Ba1 Rating on $500M Credit Facility

* Alvarez & Marsal Launches Tax Advisory Services Group

* Upcoming Meetings, Conferences and Seminars

                            *********

ABC DISTRIBUTING: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: ABC Distributing, Inc.
        122 Bonham Street
        Paris, Texas 75460

Bankruptcy Case No.: 04-30275

Chapter 11 Petition Date: September 7, 2004

Court: Eastern District of Texas (Paris)

Judge: Brenda T. Rhoades

Debtor's Counsel: Bill F. Payne, Esq.
                  Moore Law Firm, L.L.P.
                  100 North Main Street
                  Paris, TX 75460-4222
                  Tel: 903-784-4393

Total Assets: Unstated

Total Debts:  $1 Million to $10 Million

Debtor's 6 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
BancorpSouth                               $881,931
P.O. Box 789
Tupelo, MS 38802

Longhorn Whse                               $60,000

AB Coker Co.                                $39,900

Blankenship Oil                             $15,800

VSA Vistar Corp.                             $5,500

Southwestern Bell Co.                        $1,350


ADELPHIA COMMS: Hires UBS Investment & Allen as M&A Advisors
------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York approved the hiring of UBS Investment Bank and Allen &
Company, LLC, as financial advisors for the Adelphia
Communications Corporation (OTC: ADELQ) sale process.

"We are pleased that the Court has approved UBS and Allen as our
financial advisors for the sale process, as we continue our
efforts to maximize value for all Adelphia stakeholders," said
Bill Schleyer, chairman and CEO of Adelphia.  "We have been
working diligently with UBS and Allen since early July to assemble
appropriate documents and information to accelerate the sales
process. Based on preliminary widespread interest, we expect a
robust sales process."

Adelphia will accept bids for the whole company as well as for
designated clusters through a formal process to be launched later
this month.  As part of that formal process, an information
memorandum will be distributed to parties that have signed a
confidentiality agreement with Adelphia.  It is expected that
final bids will be received by year-end.

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729. Willkie Farr & Gallagher
represents the ACOM Debtors.


ADVOCAT INC: Settles All Outstanding Claims with State of Arkansas
------------------------------------------------------------------
Advocat, Inc., (NASDAQ OTC:AVCA) reached an agreement with the
Attorney General for the State of Arkansas to settle all civil
claims filed against the Company by the State for alleged
violations by the Company in Arkansas.  In the agreement, the
Company did not admit or agree, to any degree, any violation of
any statute nor any standard of care.

In consideration of the settlement with the State of Arkansas,
Advocat will pay the State $400,000 in monthly payments over
24 months and agreed to pay at least $600,000 to install sprinkler
systems in nursing homes owned by the Company in the State of
Arkansas. The settlement also included $300,000 in funds already
expended by the Company for additional training of nursing home
staff.

"We are pleased to reach the settlement with Arkansas," stated
William R. Council, III, Chief Executive Officer of Advocat.  "We
did not agree with the Attorney General's assertions in their
lawsuits and were prepared to fight them vigorously.  However, we
understand and agree that this is a compromise settlement of
doubtful and disputed claims.  We appreciate the willingness of
the Arkansas Attorney General to work with us on a settlement and
believe it is in the best interest of our residents in Arkansas
and our shareholders.  The safety and security of our residents
was our primary goal and I believe this settlement with the State
of Arkansas underscores our commitment to providing quality care,"
concluded Mr. Council.

Advocat, Inc., -- http://www.irinfo.com/avc/-- provides long-term
care services to nursing home patients and residents of assisted
living facilities in 9 states, primarily in the Southeast, and
three provinces in Canada.

At June 30, 2004, Advocat, Inc.'s balance sheet showed a
$37,372,000 stockholders' deficit, compared to a $42,759,000
deficit at December 31, 2003.


AINSWORTH LUMBER: Offering $450 Mil. Notes for Private Placement
----------------------------------------------------------------
Ainsworth Lumber Co. Ltd. intends to offer US$450 million
aggregate principal amount of fixed rate senior unsecured notes
due 2012 and floating rate senior unsecured notes due 2010
pursuant to a private placement under Rule 144A.  Ainsworth
intends to use the net proceeds of the offering of the Senior
Notes, together with cash on hand, to fund its previously
announced acquisition from Potlatch Corporation of three OSB
facilities located in northern Minnesota.  The acquisition is
expected to close later this month.

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

                         *     *     *

As reported in the Troubled Company Reporter on August 31, 2004,
Moody's Investors Service placed the B1 ratings of Ainsworth
Lumber Co. Ltd. on review for possible downgrade on news of the
company's agreement to purchase Potlatch Corporation's oriented
strandboard -- OSB -- assets for US$459.5 million in cash.
Moody's anticipates that Ainsworth will use the proceeds of new
debt plus some amount of cash on hand to fund the acquisition.
Pending satisfaction of closing conditions, the transaction is
expected to close in September.  Moody's expects to complete its
review concurrent with the completion of definitive financing
arrangements.  This is expected to occur prior to or approximately
concurrent with closing.

Ratings Placed on Review

   Outlook:          Stable

   Senior Implied:   B1

   Issuer Rating:    B1

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

Ainsworth's existing B1 ratings reflect:

   * the company's relatively small size,
   * limited product and geographic diversity,
   * high level of debt, and
   * the extremely volatile pricing of its core OSB product line.

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

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

   * the capital structure of the company following the
     acquisition,

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

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

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


AIR CANADA: Jetsgo Asks WestJet to Cooperate in Release of Info
---------------------------------------------------------------
The following is the text of a letter sent to WestJet President
and CEO Clive Beddoe from Michel Leblanc, President and CEO of
Jetsgo.

    "By letter dated September 7, 2004 to Air Canada President
Robert Milton, Jetsgo has requested a copy of certain documents
that were recovered from the garbage or recycling of WestJet's
then Vice President Mark Hill, which apparently contain
confidential information relating to Jetsgo.

    "Air Canada has now confirmed that these reconstructed
documents relate to Jetsgo's business and are in the possession of
Air Canada's counsel.  We understand that one such document is
specifically identified in the Court materials as 'Jetsgo November
2003 Summary of Domestic L/F (Load Factors)'.

    "Air Canada has advised that it is prepared to provide Jetsgo
with a copy of this documentation with the consent of WestJet and
Mr. Hill. However, we have not yet received your consent.

    "As you can appreciate, in the circumstances of the serious
allegations of misuse of confidential information made against
WestJet and Mr. Hill, Jetsgo is investigating the nature of the
documentation that was apparently in the possession of Mr. Hill.

    "We hope that WestJet will help bring this inquiry to a quick
conclusion by providing your consent.  We look forward to your
reply by September 20, 2004.

    "'Air Canada's timely cooperation in this matter is
appreciated,' said Leblanc. 'We're now asking WestJet to cooperate
with our investigation.'"

Air Canada alleges that WestJet and Mr. Hill improperly accessed
an employee travel Web site, which contained confidential
information for use by current and former Air Canada employees and
retirees.  That Web site, according to Air Canada, contained
confidential information about its passenger bookings.

As part of an Air Canada investigation, shredded documents
relating to Jetsgo's business were found in the garbage or
recycling of Mr. Hill, co-founder and then Vice President of
WestJet.  The documents were reconstructed, and the existence of
the Jetsgo information was made public in Court filings made in
the Air Canada-WestJet proceedings.  The documents themselves were
not filed with the Court by Air Canada, apparently because of
their confidential nature.

In a Sept. 7, letter to Robert Milton, President and CEO of Air
Canada, Mr. Leblanc requested that Air Canada make the documents
available to Jetsgo to assist the company with its investigation
into the nature of the information contained in the recovered
documents.

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 filed a Section
304 petition in the U.S. Bankruptcy Court for the Southern
District of New York (Case No. 03-11971).  Sean F. Dunphy, Esq.,
and Ashley John Taylor, Esq., at Stikeman Elliott LLP, in Toronto,
serve as Canadian Counsel to the carrier.  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.


AMC ENT: Gives Up Right to Redeem Preferred Stock on Default
------------------------------------------------------------
On July 29, 2004, AMC Entertainment, Inc., entered into an
Agreement and Consent with the holders of its Series A Convertible
Preferred Stock pursuant to which the Company has agreed to
relinquish its right to redeem the Preferred Stock during such
time as an "Event of Default" exists and remains uncured and the
holders of the Preferred Stock have exercised their right to elect
a majority of the Board of Directors of the Company pursuant to
the rights granted by the Certificate of Designations for the
Preferred Stock.

As a result, the Company believes that there are no circumstances
that would require the Preferred Stock to be redeemed for cash or
other assets upon the occurrence of an event, which is outside the
control of the Company.  The Company will continue to classify its
Preferred Stock within permanent equity in its financial
statements.

AMC Entertainment -- http://www.amctheatres.com/-- is the largest
movie exhibitor in the U.S. based on revenue and the second-
largest based on screen count.  It has one of the industry's most
modern theater circuits due to its rapid expansion and consistent
disposition activity since 1995.

                         *     *     *

As reported in the Troubled Company Reporter on August 5, 2004,
Standard & Poor's Ratings Services revised its outlook on AMC
Entertainment, Inc., to stable from positive, based on the
increased leverage that will result from the pending sale and
recapitalization of the company.

At the same time, Standard & Poor's affirmed its ratings,
including its 'B' corporate credit rating, on the company.  In
addition, Standard & Poor's assigned its 'B' corporate credit
rating to Marquee Holdings Inc. and its subsidiary Marquee Inc.
Upon completion of the sale of AMC, Marquee, Inc., will be merged
with AMC.  All of these companies are analyzed on a consolidated
basis.

In addition, Standard & Poor's assigned 'B-' ratings to Marquee
Inc.'s proposed $150 million in senior unsecured notes due 2012
and its proposed $305 million in senior unsecured floating rate
notes due 2011, and a 'CCC+' rating to Marquee Holdings' proposed
$170 million senior discount notes due 2014 (HoldCo notes).  The
senior unsecured notes will be supported by operating subsidiary
guarantees and are rated one notch below the corporate credit
rating due to the proportion of higher priority secured debt.  The
HoldCo notes are rated two notches below the corporate credit
rating because they will be structurally subordinate to AMC's
existing and proposed debt.

Proceeds from the new debt issues, about $335 million in existing
cash, the rollover of about $750 million in existing debt and
capital leases, and a $785 million cash equity contribution will
be used to fund the purchase of the Kansas City, Missouri-based
movie exhibitor by funds controlled by J.P. Morgan Partners and
Apollo Management LP.  Pro forma as of July 1, 2004, AMC will have
about $3.6 billion in consolidated lease-adjusted debt.

"The ratings on AMC reflect its financial risk from its heavy
reliance on expensive lease financing which results in high lease-
adjusted leverage and fixed costs, its weak EBITDA margins, and
its exposure to the mature and competitive U.S. motion picture
exhibition industry," said Standard & Poor's credit analyst Steve
Wilkinson.  "The ratings also reflect AMC's modern theater
circuit, positive discretionary cash flow, and more stable market
conditions over the past few years."


AQUILA INC: Moody's Raises Three Junk Ratings to Single-B
---------------------------------------------------------
Moody's Investors Service upgraded Aquila's:

   * Senior Implied rating to B2 from B3;
   * Issuer Rating to B2 from Caa1;
   * senior unsecured debt to B2 from Caa1; and
   * the subordinated debt to Caa1 from Caa3.

In addition, Moody's has assigned a B2 rating to the company's
planned $200 million senior unsecured term loan and its
$100 million senior unsecured revolving credit facility.  These
credit facilities are being syndicated and are expected to close
on September 16.  The B2 rating on Aquila's existing $430 million
secured term loan is being withdrawn because this facility will be
terminated concurrent with the closing of the new credit
facilities.  The rating outlook is stable.

The upgrade of the Senior Implied rating to B2 reflects
substantial improvement in Aquila's liquidity position and the
resolution of disputes related to several large gas supply
contracts.  In August, the company raised about $112 million in
proceeds from the sale of common equity and sold $334 million of
mandatorily convertible senior notes.  The company also paid
approximately $585 million to terminate three natural gas supply
contracts and to settle surety agreements that were the subject of
litigation.  The upgrade also considers expected improvement in
cash flow generation and debt reduction, and a reduced level of
business risk following the company's exit from most non-regulated
investments and energy trading activities.  The rating of Aquila's
senior unsecured debt was upgraded to the level of the Senior
Implied rating due to the pending termination of the $430 million
term loan, which will eliminate almost all of the company's
secured debt.  The narrowing of the notching of Aquila's debt
ratings and its Issuer Rating relative to the Senior Implied
rating incorporates an expectation that the company will not incur
a substantial amount of secured debt in the future.

Aquila, Inc., headquartered in Kansas City, Missouri, is a
regulated electric and gas utility, and owns other energy assets.


ARCAP: Fitch Puts BB Rating on $28M Notes & B Rating on $24M Notes
------------------------------------------------------------------
Fitch Ratings affirms all of the rated notes issued by ARCap
2003-1 Resecuritization, Inc.  The affirmation of these notes is a
result of Fitch's annual rating review process.  These rating
actions are effective immediately:

   -- $54,800,000 class A 'AAA';
   -- $36,000,000 class B 'AA';
   -- $20,500,000 class C 'A';
   -- $15,400,000 class D 'A-' ;
   -- $36,100,000 class E 'BBB+';
   -- $13,000,000 class F 'BBB';
   -- $45,000,000 class G 'BBB';
   -- $9,000,000 class H 'BBB-';
   -- $28,000,000 class J 'BB';
   -- $24,000,000 class K 'B'.

ARCap 2003-1 is a collateralized debt obligation -- CDO, which
closed Aug. 27, 2003, supported by a static pool of non-investment
grade commercial mortgage-backed securities -- CMBS.  Fitch has
reviewed the credit quality of the individual assets comprising
the portfolio.

According to the Aug. 20, 2004 trustee payment report the combined
class A, B, C, D, E, F, G, and H overcollateralization -- OC --
was 180.3% relative to the minimum test level of 100%.  The CDO
has not experienced any credit migration and there has been no
change in weighted average rating factor since issuance.

The collateral was selected and is administered by ARCap REIT,
Inc., rated 'CAM2' by Fitch for structured finance collateral
management.  Also, ARCap Servicing, Inc. is rated 'CSS1-' and is
the special servicer on all the underlying CMBS transactions.
Fitch has discussed ARCap 2003-1 with ARCap REIT and will continue
to monitor ARCap 2003-1 closely to ensure accurate ratings.

Based on the stable performance of the underlying collateral and
the OC test, Fitch affirms all rated liabilities issued by ARCap
2003-1.  Fitch will continue to monitor this transaction.


AVIATION & GENERAL INSURANCE: Court Grants Permanent Injunction
---------------------------------------------------------------
The Honorable Stuart M. Bernstein of the U.S. Bankruptcy Court for
the Southern District of New York entered a permanent injunction
sought by the Board of Directors of Aviation & General Insurance
Company Limited against its U.S. creditors.

The U.S. Bankruptcy Court directs that all U.S. Creditors must
comply with the Scheme of Arrangements filed in the High Court of
Justice of England and Wales and the Schemes have full force and
effect in the United States.

Copies of the Schemes are available from:

     Howard Seife, Esq.
     Francisco Vasquez, Esq.
     Chadbourne & Parke, LLP
     30 Rockefeller Plaza
     New York, NY 10112
     Telephone (212) 408-5100

Headquartered in London, England, Aviation & General Insurance
Company Limited provides aviation insurance in 37 states and wrote
United States surplus lines business.  The Company filed a Sec.
304 Petition on May 21, 2004 (Bankr. S.D.N.Y. Case No. 04-13499).
Howard Seife, Esq. at Chadbourne & Parke, LLP, represents the
Board of Directors in the Sec. 304 Proceeding.  Aviation & General
reports more than $50 million in assets and debts.


BEAR STEARNS: S&P Pares Class G Certificates' Rating to BB+
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes of Bear Stearns Commercial Mortgage Securities Inc.'s
commercial mortgage pass-through certificates from series 2003-
WEST and removed them from CreditWatch.

Concurrently, the rating on class B is affirmed and removed from
CreditWatch.  The six ratings were placed on CreditWatch with
negative implications March 30, 2004.  At the same time, the
ratings on three other classes are affirmed.

Standard & Poor's placed its ratings on the six classes on
CreditWatch due to concerns regarding the decline in operating
performance of this all-lodging mortgage pool.  While it was
expected that the extensive Property Improvement Plan -- PIP,
embarked on in 2003, would disrupt business, the decline in
performance was steeper than expected.  Full year 2003 net cash
flow -- NCF -- of $21.9 million for the portfolio was
substantially lower than Standard & Poor's underwritten NCF of
$36.4 million.

However, the portfolio has started to realize the benefits of the
PIP and the repositioning of several of its assets, as NCF for the
first six months of 2004 was 22% above the same period of last
year.  Notwithstanding this, Standard & Poor's does not expect NCF
to return to underwritten levels during the remaining term of the
loan.

This transaction consists of one loan secured by 11 cross-
collateralized and cross-defaulted full-service hotels: the Hilton
Huntington, Marriott Troy, Marriott Tyson's Corner, Marriott
Philadelphia West, Hyatt Newporter, Hilton Delmar, Marriott
Houston Greenspoint, Valley River Inn, Radisson Fort Magruder,
Doubletree Minneapolis, and Radisson Englewood.

The loan matures January 2006, and there are two, one-year
extensions available.

Prior to closing of the loan, the debt service coverage ratio --
DSCR -- fell below 1.10x (the default determination ratio),
triggering a DSCR excess cash sweep event.  Pursuant to the loan
agreement, all excess cash is held until the default determination
ratio is achieved for two consecutive quarters. If the funds have
not been released to the borrower(s) prior to the loan maturity
date, the funds may be applied to the loan payoff.  In addition,
the borrower is permitted to use funds from the cash trap to fund
PIP requirements.  As a result, the cash trap balance, which was
$1.7 million in March 2004, has been reduced to $0.6 million as of
August 2004.

          Ratings Lowered and Removed from Creditwatch

        Bear Stearns Commercial Mortgage Securities Inc.
      Commercial mortgage pass-thru certs series 2003-WEST

                                Rating
                    Class    To         From
                    -----    --         ----
                    C        A-         A/Watch Neg
                    D        BBB+       A-/Watch Neg
                    E        BBB        BBB+/Watch Neg
                    F        BBB-       BBB/Watch Neg
                    G        BB+        BBB-/Watch Neg

          Rating Affirmed and Removed from Creditwatch

        Bear Stearns Commercial Mortgage Securities Inc.
      Commercial mortgage pass-thru certs series 2003-WEST

                                Rating
                    Class    To         From
                    -----    --         ----
                    B        AA         AA/Watch Neg

                        Ratings Affirmed

        Bear Stearns Commercial Mortgage Securities Inc.
      Commercial mortgage pass-thru certs series 2003-WEST

                        Class     Rating
                        -----     ------
                        A         AAA
                        X-1       AAA
                        X-2       AAA


BRODER BROS: S&P Affirms B+ Corporate Credit & Debt Ratings
-----------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on
printable sportswear distributor Broder Bros Co to negative from
stable.  At the same time, the 'B+' long-term corporate credit and
'B-' unsecured debt ratings on the company were affirmed.

Total debt outstanding at Philadelphia, Pennsylvania-based Broder
Bros was about $277 million on June 26, 2004.

"The outlook revision follows Standard & Poor's review of Broder
and reflects the company's weaker-than-expected operating results
and credit protection measures for the 12 months ended
June 26, 2004," said Standard & Poor's credit analyst Susan Ding.
"Credit measures have deteriorated as a result of higher debt
levels and lower margins.  In addition, the company experienced
softer demand than expected for the second half of 2003, and
operating costs for the period rose, primarily because of
additional one-time costs associated with the company's
integration of the Alpha Shirt Company, acquired in September
2003.  Operating margins, meanwhile, suffered from an unfavorable
product mix and intensely competitive industry conditions."

The outlook revision also reflects potential integration risk
associated with the company's proposed acquisition of NES Clothing
Company, which is mostly in the same business.  A major portion of
NES' revenue, however, is concentrated in the Northeast U.S., an
area that will provide Broder with significant scale.  Despite the
risk of integration, Standard & Poor's believes that this
transaction will be beneficial to the company in the intermediate
term because of NES' size and its potential cost synergies.
NES reported revenues of about $130 million for the last 12
months, and EBITDA of $5.5 million.

The ratings on Broder Bros currently reflect the company's highly
leveraged financial profile following the acquisition of Alpha,
its top competitor, in a transaction that added significant
incremental debt to its balance sheet.  The ratings also reflect
Broder's weak volume growth, the integration risk, and the highly
competitive operating environment.

Somewhat mitigating these factors are the company's leading
domestic market positions in imprintable sportswear and
accessories following the Alpha acquisition.  Broder also benefits
from a national distribution infrastructure and a diverse customer
base.

With the Alpha and NES transactions, Broder will consolidate its
position as the leading U.S. distributor of imprintable sportswear
(including "blank" products such as T-shirts, sweat shirts, golf
shirts, and headwear) and accessories (including "blank" sports
bags, totes, and towels).  Broder expects to realize cost savings
from its strengthened purchasing leverage, the consolidation of
its back-office operations, and the rationalization of its
facilities.  Nevertheless, integration risk remains a rating
factor.


COLEMAN CABLE: S&P Rates $110M Sr. Unsecured Notes at B-
--------------------------------------------------------
Standard & Poor's Ratings Service assigned its 'B+' corporate
credit rating to Waukegan, Illinois-based Coleman Cable Inc., and
assigned its 'B-' rating to the company's proposed $110 million
senior unsecured notes.  The outlook is stable.

Coleman, a manufacturer of wire and cable products, is expected to
use the proceeds from the note issue, along with a drawdown on a
new $75 million asset-based secured revolving bank facility, to
refinance all existing funded debt, and make a distribution of
$11 million to equity sponsors and for management bonuses.  The
senior unsecured notes are rated two notches below the corporate
credit rating, reflecting the material amount of secured debt in
the capital structure.

"The corporate credit rating reflects the company's modest scale
in the highly competitive, relatively low value-added wire and
cable manufacturing industry and high leverage," said Standard &
Poor's credit analyst Joshua Davis.  These factors partially are
offset by strong market positions in higher-profit, niche
segments, and a broad overall mix of end markets, products, and
customers, resulting in less operating volatility than for many
other wire and cable manufacturers.

Coleman's product line extends across a variety of niche electric
and specialty wire and cable market segments, including electrical
cords, power cables, heating and ventilation wires, and others.
Many of these market segments are smaller--but more profitable--
than larger commodity cable markets.  Adjusted EBITDA margins have
remained steady at between 10% and 11% in each of the last three
fiscal years, despite changing economic conditions and rapidly
rising materials prices.  Broad exposure across retail,
contractor, and industrial end markets--although providing limited
organic growth opportunities--results in less-cyclical volatility
than for wire and cable manufacturers that supply data, telecom,
and cable television markets.  Coleman's nonmaterials adjusted
annual revenues have fluctuated narrowly over the past three
fiscal years, at between $234 million and $244 million.


COLEMAN CABLE: Gets Moody's Low-B Senior Implied & Issuer Ratings
-----------------------------------------------------------------
Moody's Investors Service has assigned initial ratings to Coleman
Cable, Inc., including a B3 rating to the company's $110 million
senior unsecured note issue.  At the same time, the rating agency
assigned a B2 senior implied rating, a B3 issuer rating and a
SGL-3 -- speculative grade liquidity -- rating.

The ratings reflect Coleman Cable's broad product portfolio,
diverse customer base and flexible and cost efficient operating
model that has resulted in a stable track record of earnings and
solid margin performance.

The rating actions also anticipate the continuation of the
company's ability to pass on rising copper prices through periodic
price increases.  Challenges and concerns encompassed by the
ratings include a relatively small revenue base in relation to
peers, modest free cash flow generation, limited liquidity and
relatively high initial leverage.  The outlook is stable.

Coleman Cable, a manufacturer of specialty wire and cable,
operates as both an operating and holding company for domestic and
international subsidiaries.  Revenues for the latest twelve months
ended June 30, 2004 totaled $257 million with EBITDA of
$27 million.  Markets served include irrigation, HVAC, electrical,
security/home automation and retail and automotive.  Coleman Cable
has historically focused on niche markets where its wide array of
products rank in the top three of many industry channels.  The
company offers more than 26,500 SKUs to over 8,500 active
customers including Wal Mart and John Deere.  Concentration to one
customer is not a significant concern as the top twenty customers
account for less than 40% of total sales, however a major retailer
does comprise almost 6% of that total.  To date, the company has
been able to pass on rising raw material costs, thereby allowing
it to maintain solid margins for the wire and cable industry.  In
addition, the company has effectively sourced internationally and
consolidated manufacturing facilities, which have further bouyed
returns.

The $110 million notes have a maturity of eight years, are non-
callable for four years and will benefit from the guarantees of
domestic subsidiaries.  Net proceeds from the notes, augmented by
borrowings under a new senior secured bank revolving credit
facility (not rated by Moody's) will be used to refinance existing
indebtedness and fund a $10.5 million distribution to
shareholders.  The notes will be sold in a privately negotiated
transaction without registration under the Securities Act of 1933
under circumstances reasonably designed to preclude a distribution
thereof in violation of the Act.  The issuance has been designed
to permit resale under Rule 144A.  Certain covenants will apply to
the notes including a debt incurrence test based on fixed charge
coverage of at least 2x as well as standard language regarding
change in control, asset sales and sale and leaseback
transactions.

Ratings assigned with a stable outlook:

   * Coleman Cable

     -- B2 senior implied rating;
     -- B3 issuer rating;
     -- B3 senior unsecured rating; and
     -- SGL-3 rating.

Upon close of the proposed notes and senior secured credit
facility, Coleman Cable's leverage will be relatively high.  The
$110 million notes will comprise the bulk of the company's debt
structure with borrowings under the $75 million revolving credit
facility fluctuating depending on asset balances.  Availability
under the revolver will be governed by a borrowing base
calculation. Estimated availability based on June 30, 2004
balances is approximately $26 million.  Pro forma fiscal year-end
2004 debt-to-EBITDA will be just over 5x with balance sheet debt-
to-capitalization in the mid-90% range.  Moody's notes that
leverage measures should show steady improvement beyond 2004 as
free cash flow generation gains momentum.  Pro forma EBIT measures
are expected to remain solid, covering cash interest expense by
over 2x and generating a return on assets in excess of 12% in 2004
and approaching 2.5x and 13%, respectively, in 2005. Free cash
flow is expected to recover in the second half of 2004, resulting
in near breakeven free cash flow and debt paydown for the year.
Beyond 2004, free cash flow should range in the mid-to-high single
digits as a percentage of total balance sheet debt over the next
several years.

The outlook and ratings may be subject to upward revision if
Coleman Cable demonstrates the sustained ability to significantly
expand the revenue base above and beyond GDP-like annual growth
without eroding operating margins and sacrificing free cash flow
generation and debt reduction.  Moody's notes that Coleman Cable's
key competitors have significantly larger revenue bases and
consequently greater access to resources in managing through
industry downturns.  The agency also acknowledges that Coleman
Cable's operating model is quite different when considering
markets served and its diverse customer base.  Conversely, ratings
may be negatively impacted if free cash flow generation and
leverage metrics do not show steady improvement beyond 2004.

The SGL-3 rating recognizes the company's adequate liquidity to
fund the cash needs of the business including working capital
requirements and capital expenditures over the next twelve months.
As noted previously, free cash flow generation will be modest.
The secured bank facility will be utilized on a regular basis with
availability governed by a borrowing base.  Covenants under this
facility provide adequate cushion for the continuation of
availability at this time.  Substantially all of the assets of the
borrower and its subsidiaries will be pledged under this revolving
credit facility, thereby limiting alternate liquidity from the
sale of non-core assets.

Coleman Cable, Inc., headquartered in Waukegan, Illinois, is a
leading designer, developer, manufacturer and supplier of
specialty wire and cable products in the United States.


COUNCIL TRAVEL: Files Second Amended Joint Plan of Liquidation
--------------------------------------------------------------
Council Travel Services, Inc., and its debtor-affiliates filed
with the U.S. Bankruptcy Court for the Southern District of New
York their Second Amended Disclosure Statement explaining their
Joint Plan of Liquidation.  A full-text copy of the Disclosure
Statement and the Plan is available for a fee at:

    http://www.researcharchives.com/download?id=040812020022

The Debtors filed an initial Disclosure Statement and Joint
Chapter 11 Plan of Liquidation in March 4, 2004.  The U.S. Trustee
objected to the Disclosure Statement on the ground that the
document did not contain adequate information.

A first amended Disclosure Statement was filed on May 4 containing
four modifications requested by the U.S. Trustee:

    a) the Disclosure Statement states the amount of assets
       currently on hand;

    b) the Creditor Trustee will obtain a bond and proper
       notification will be given before such bond is
       terminated;

    c) the Disclosure Statement will set forth the compensation
       for the Creditor Trustee and members of the Plan
       Oversight Committee;

    d) the Disclosure Statement provides that releases,
       exculpations and limitations of liability will not apply
       to governmental entities.

A second amendment was necessary to set an explicit standard in
determining the limitation of liabilities.

The Plan groups claims and interests in five classes and describes
the treatment of each:

          Class                           Treatment
          -----                           ---------
1 - Priority Claims          Unimpaired. Each Allowed Priority
                             Claim will be fully paid in cash
                             from the Adminstrative and Priority
                             Reserve on the Effective Date or as
                             soon as practicable after the
                             conversion of a Priority Claim into
                             an Allowed Priority Claim.

2 - Miscellaneous            Unimpaired. On the Effective Date,
                             the Secured Claims Creditor Trustee
                             will:

                             a) if available, distribute to each
                                holder of an Allowed Secured
                                Claim, the proceeds of the sale
                                of the assets, less expenses of
                                sale, that secured such Allowed
                                Secured Claim; or
                                if unavailable, at the option of
                                the Creditor Trustee and each
                                holder of a Secured Claim not
                                later than ten days prior to the
                                Effective Date, either the
                                assets on which such holder has
                                a lien or the value of such
                                assets in cash; or

                             b) notify each holder of an Allowed
                                Secured Claim will be abandoned
                                by the Debtors pursuant to
                                section 554 of the Bankruptcy
                                Code, at which time such holder
                                is authorized to effect an
                                offset in the amount set forth
                                in such notice and may exercise
                                any and all rights and remedies
                                with respect to such assets.

3 - Unsecured Claims         Impaired. Will receive payment on a
                             pro rata basis after settlement of
                             the first 2 classes. Initial
                             payment will be given on the first
                             Distribution Date to be set by the
                             Creditor Trustee and final payment
                             will be given on the Final
                             Distribution Date. Estimated to
                             recover from 5 percent to 15
                             percent of its Claims.

4 - Convenience Claims       Impaired. Will receive an amount
                             equal to 40 percent of Allowed
                             Convenience Claim on the
                             Effective Date or as soon as
                             practicable.

5 - Interests                Impaired. Interest will receive no
                             distribution and the stock and
                             equity interests of each Debtor
                             will be deemed cancelled on the
                             Effective Date.

Headquartered in Manhattan, New York, Council Travel Services,
Inc., provides student and budget travel packages.  The Company
and its debtor-affiliates filed for chapter 11 protection on
February 5, 2002 (Bankr. S.D.N.Y. Case No. 02-10509).  Schuyler
Glenn Carroll, Esq., at Olshan Grundman Frome Rosenzweig & Wolosky
LLP, represents the Debtors in their restructuring efforts.  When
the Debtor filed for protection from its creditors it estimated
$10 million in assets and debts.


COVANTA ENERGY: Covanta Lake II Files Plan & Disclosure Statement
-----------------------------------------------------------------
Debtor Covanta Lake II, Inc., successor by way of merger to
Covanta Lake, Inc., delivered a plan of reorganization and
disclosure statement to the Court on September 10, 2004.  The
overriding purpose of the Plan is to enable Covanta Lake II to
implement a settlement agreement with Lake County, Florida, and
emerge from Chapter 11 for purposes of operating a waste-to-energy
facility located in Okahumpa, Lake County, Florida.

              Overview of Covanta Lake's Operations

Before the Petition Date, Covanta Lake entered into a contract
with Lake County to design, construct and operate the Okahumpa
Facility.  Pursuant to the Service Agreement, the County agreed to
pay to Covanta Lake service and other fees for processing waste
delivered to the Facility.

The construction of the Facility was financed by the issuance of
$70,000,000 of federally tax-exempt private activity bonds and
$9,000,000 of federally taxable private activity bonds under an
Indenture of Trust dated November 1, 1988, between Lake County and
Southeast Bank, National Association, together with an equity
contribution from Covanta Energy Corporation.  Pursuant to a
November 1, 1988 loan agreement, the County loaned to Covanta
Lake the funds raised by the issuance of the 1988 Bonds to finance
the construction of the Facility.  The 1988 Bonds were
subsequently refinanced and replaced with Series 1993A and 1993B
bonds.  The Series 1993B Bonds have been retired and only the
Series 1993A Bonds remain outstanding.

Under a November 1, 1988 Mortgage and Security Agreement, Covanta
Lake mortgaged and granted to Lake County a security interest in
the Facility, the 15-acre Facility site, the Service Agreement,
certain of the Facility's revenues, and certain other property.
The County assigned its interests in the Mortgage and Security
Agreement to the Indenture Trustee as security for payment of the
Bonds.  The County also assigned its interest in the Loan
Agreement to the Indenture Trustee.

Covanta guaranteed Covanta Lake's performance under the Service
Agreement.  The guarantee does not apply to the Loan Agreement or
Covanta Lake's obligations under the Mortgage and Security
Agreement.  Upon its emergence from bankruptcy in March 2004,
Covanta rejected the Guaranty and its obligations thereunder.

                     Dispute with Lake County

Beginning in 1998, Covanta Lake and Lake County commenced
negotiations to modify their obligations under the Service
Agreement.  Those negotiations were not fruitful and, in October
2000, the County filed a lawsuit before the Circuit Court for
Lake County, Florida, against Covanta Lake seeking a declaration,
inter alia, that the Service Agreement was void as being in
violation of Florida law.  The County sought recovery of all
amounts previously paid to Covanta Lake.  The County Prepetition
Litigation was stayed by operation of law when Covanta Lake filed
for bankruptcy.

As a result of the prepetition action, Covanta Lake received
insufficient amounts from Lake County to operate profitably.  On
June 20, 2003, Covanta Lake commenced an adversary proceeding
alleging that the County had breached the Service Agreement and
owed the Estate more than $8,000,000.  Covanta Lake asked the
Bankruptcy Court to declare the Service Agreement to be a valid
and binding contract and to disallow all of the County's proofs of
claim, which total more than $81,000,000.

Following extensive negotiations, the parties agreed to settle
their disputes to avoid the continued expense, uncertainty, and
delay of litigation.

                  Proposed Settlement Agreement

Covanta Lake II developed the Reorganization Plan to implement the
Settlement Agreement and thereby maximize the value of its Estate.
The Plan provides for the restructuring of Covanta Lake II while
conforming to the requirements and agreements set forth in the
Settlement Agreement.

The Settlement Agreement and the Plan provide, among others, that
after Plan confirmation, Lake County and Covanta Lake II will
terminate the Service Agreement and enter into a new waste
disposal and electricity generating agreement, which will govern
the parties' relationship going forward.

The Settlement Agreement also provides that Lake County will
refund, satisfy, and retire the Bonds as soon as practicable after
the Effective Date.  As part of and to facilitate the Bond
Refunding, Reorganized Covanta Lake II will enter into certain
agreements, pledges and other documents pursuant to which it will
grant liens on certain of its assets and commit to pay certain
future obligations.  The Mortgage and Security Agreement will be
assigned by the Indenture Trustee to the County and either
modified, cancelled or delivered to a new lender as security for
repayment of the amounts advanced under the New Financing
Agreements.

Specifically, the Settlement Agreement will provide that:

   (a) The County will immediately pay Covanta Lake II all
       undisputed amounts due under the Service Agreement and all
       property taxes which have accrued and remain unsatisfied,
       including all interest and penalty charges, and that
       Covanta Lake will then satisfy those outstanding taxes and
        charges;

   (b) The County will pay Covanta Lake II $100,000 per month
       from September 2003 through the date of the closing of the
       Settlement Agreement;

   (c) Pursuant to the Waste Disposal Agreement, the County will
       pay Covanta Lake II three payments of $850,000 each as
       reimbursement for certain capital expenses;

   (d) The County's claim for property taxes will be withdrawn
       upon the payment of the accrued property taxes under the
       Service Agreement;

   (e) Reorganized Covanta Lake II will execute the New Financing
       Agreements and Covanta will execute an agreement with the
       County to guarantee Reorganized Covanta Lake II's
       obligations under the Waste Disposal Agreement up to a
       total of $10,000,000;

   (f) The County will be subject to a "put-or-pay" obligation to
       provide 163,000 tons of acceptable waste per year to the
       Facility, pro-rated for the first calendar year if
       necessary;

   (g) Certain of the fees payable to Reorganized Covanta Lake II
       under the Waste Disposal Agreement will escalate on an
       annual basis in relation to the rate of inflation for the
       prior 12-month period;

   (h) All outstanding claims and disputes between the County and
       Covanta Lake II and its affiliates will be settled under
       the terms of the Settlement Agreement.  The parties will
       release all monetary claims each has or may have against
       the other as of the Closing Date;

   (i) Reorganized Covanta Lake II is not to be deemed a public
       agency;

   (j) Reorganized Covanta Lake II will make various categories
       of records available to the County to monitor performance
       under the Waste Disposal Agreement;

   (k) The County will obtain the consents of the Bondholders and
       the Indenture Trustee, if any, required to implement the
       Waste Disposal Agreement, the Plan, the Bond Refunding and
       the New Parent Guarantee;

   (l) The County will be responsible for the payment of pass-
       through costs, which includes:

          * costs arising under any tax compliance agreements
            with the County;

          * sales, use and discriminatory taxes;

          * costs of increased environmental testing;

          * incremental costs relating to the provision of
            service at other-than-agreed hours;

          * utility consumption;

          * Indenture Trustee fees and financing costs; and

          * ash residue disposal costs; and

   (m) The County will be responsible for capital and cost
       increases relating to changes in law, force majeure, or
       extra-contractual requests.

The New Parent Guarantee will be terminable if the Plan is
reversed on appeal.  The New Parent Guarantee will require that
Covanta cause another subsidiary to operate and maintain the
Facility for the County in such an event.

The Closing Date will not occur unless and until certain
conditions, are satisfied, including:

   -- The County arranges for all appropriate consents of the
      Bondholders and the Indenture Trustee;

   -- The Court approves a stipulation by and between Covanta
      Lake II and the County wherein the parties agree that the
      Service Agreement, the Settlement Agreement, and the Waste
      Disposal Agreement are each constitutional and legal, and
      that the County had and continues to have the authority to
      enter into the Waste Disposal Agreement, the Settlement
      Agreement and the Service Agreement;

   -- Covanta Lake II's contract with F. Browne Gregg is
      terminated on terms satisfactory to Covanta Lake II;

   -- The Plan is confirmed; and

   -- The Bond Refunding will be irrevocable.

                  Termination of Gregg Contract

Before the Petition Date, Covanta Lake entered into a contract
with F. Browne Gregg and others, pursuant to which Covanta Lake
acquired the right (i) to the Facility and certain related assets
and (ii) to operate the Facility under the Service Agreement.
Covanta Lake paid Mr. Gregg $6,000,000 at the time it entered into
the Gregg Contract.  Through the Petition Date, Covanta Lake had
paid Mr. Gregg more than $4,000,000 in additional amounts.

Mr. Gregg's compensation under the Gregg Contract was to be
calculated under a set of formulae.  The Gregg Contract provides
that it terminated upon the termination of the Service Agreement.
Covanta guaranteed Covanta Lake's performance under the Contract.

The Plan contemplates that, upon the effectiveness of the Waste
Disposal Agreement and the termination of the Service Agreement,
the Gregg Contract will be deemed terminated by Covanta Lake II
without any further notice, action or order, with no claim against
or liability of Covanta Lake II or Reorganized Covanta Lake II
arising by virtue of the termination.  Covanta Lake II, however,
will remain liable for any unpaid postpetition amounts owed to Mr.
Gregg under the Contract, if any, relating to all postpetition
periods preceding the termination of the Service
Agreement.

                     Feasibility of the Plan

To confirm the Plan, the Court must find that confirmation of the
Plan is not likely to be followed by the liquidation or the need
for further financial reorganization of Covanta Lake II, unless
and to the extent liquidation is contemplated by the Plan.

Covanta Lake II believes that it will be able to timely perform
all obligations described in the Plan, and, therefore, that the
Plan is feasible.  Covanta Lake will present at the hearing to
confirm the Plan financial projections through December 31, 2007,
to demonstrate the feasibility of the Plan.  The Projections,
according to Covanta Lake II President Anthony J. Orlando, will
indicate that Reorganized Covanta Lake II will have sufficient
cash flow to fund its operations.

                  Better Recovery Under the Plan

While there can be no assurance that the Court will find that the
Plan meets the requirements for confirmation, Covanta Lake II
asserts that the Plan will not be followed by a need for further
financial reorganization and that non-accepting holders within
each class under the Plan will receive distributions at least as
great as would be received under a liquidation of the Estate
pursuant to Chapter 7 of the Bankruptcy Code, when taking into
consideration all administrative claims and costs associated with
a Chapter 7 case.  The Plan meets the "best interests" test of
Section 1129(a)(7).

Mr. Orlando explains that creditors will receive a better recovery
through the distributions contemplated by the Plan because the
continued operation of Covanta Lake II as a going concern, rather
than a forced liquidation, will provide additional value.  In the
event of liquidation, the aggregate amount of unsecured claims
will no doubt increase significantly, and the claims will be
subordinated to priority claims that will be created.

A Chapter 7 liquidation would also give rise to additional
administrative claims.  The resulting increase in both general
unsecured and priority claims will no doubt decrease percentage
recoveries to unsecured creditors.

To support its case, Covanta Lake II will present a liquidation
valuation analysis at a later date.

            Disclosure Statement Hearing on October 20

Covanta Lake II will bring their Disclosure Statement to the
Court for approval on October 20, 2004, at 2:00 p.m.  At the
hearing, Judge Blackshear will review whether the Disclosure
Statement contains adequate information as required by Section
1125 of the Bankruptcy Code to enable a hypothetical creditor to
make an informed decision whether to vote to accept or reject
Covanta Lake II's Plan.

A free copy of Covanta Lake II's Plan is available at:

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

A free copy of the Disclosure Statement is available at:

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

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


CREST CLARENDON: Fitch Assigns BB Rating to $10M Class D Notes
--------------------------------------------------------------
Fitch Ratings affirms all of the rated notes issued by Crest
Clarendon Street 2002-1, Limited.  The affirmation of these notes
is a result of Fitch's annual rating review process.  These rating
actions are effective immediately:

   -- $228,000,000 class A notes 'AAA';
   -- $29,000,000 class B-1 notes 'A-';
   -- $10,000,000 class B-2 notes 'A-';
   -- $15,000,000 class C notes 'BBB';
   -- $10,000,000 class D notes 'BB'.

Crest Clarendon 2002-1 is a collateralized debt obligation -- CDO,
which closed Sept. 19, 2002, supported by a static pool of real
estate investment trusts -- REITs 54.9% -- and commercial
mortgage-backed securities -- CMBS; 45.1%.  Fitch has reviewed the
credit quality of the individual assets comprising the portfolio.

According to the Aug. 31, 2004 trustee report:

      Class         Overcollateralization      Test Level
      -----         ---------------------      ----------
      Class A                      131.6%         118.00%
      Class B                      112.4%         106.00%
      Class C                      106.4%         102.30%
      Class D                      102.7%          101.0%

MFS Investment Management selected the initial collateral and
serves as the collateral administrator.   Fitch has discussed
Crest Clarendon 2002-1 with MFS Investment and will continue to
monitor Crest Clarendon 2002-1closely to ensure accurate ratings.

Based on the stable performance of the underlying collateral and
over-collateralization tests, Fitch affirms all of the rated
liabilities issued by Crest Clarendon Street 2002-1, Limited.
Fitch will continue to monitor this transaction.


CROSSGEN INTELLECTUAL PROPERTY: Voluntary Chapter 11 Case Summary
-----------------------------------------------------------------
Lead Debtor: CrossGen Intellectual Property, LLC
             4023 Tampa Road, Suite 2400
             Oldsmar, Florida 34677

Bankruptcy Case No.: 04-17768

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      CrossGen Technologies, LLC                 04-17772

Type of Business: The Debtors are affiliates of CrossGen
                  Entertainment, Inc.  The Debtors publish and
                  distribute comic books in printed form and on-
                  line.  See http://www.crossgen.com/

Chapter 11 Petition Date: September 9, 2004

Court: Middle District of Florida (Tampa)

Judge: Alexander L. Paskay

Debtor's Counsel: Rod Anderson, Esq.
                  Holland & Knight LLP
                  PO Box 1288
                  Tampa, Florida 33601
                  Tel: 813-227-6525

                                    Total Assets    Total Debts
                                    ------------    -----------
CrossGen Intellectual Property      Unstated         $1,436,622
CrossGen Technologies, LLC          Unstated         $1,086,622

The Debtors do not have unsecured creditors.


CSFB MORTGAGE: Fitch Assigns Low-B Ratings to Four Cert. Classes
----------------------------------------------------------------
Fitch Ratings affirms Credit Suisse First Boston Mortgage
Securities Corp.'s commercial mortgage pass-through certificates,
series 2001-CK1, as follows:

   -- $75.0 million class A-1 at 'AAA';
   -- $149.0 million class A-2 at 'AAA';
   -- $498.4 million class A-3 at 'AAA';
   -- Interest-only class A-X at 'AAA';
   -- Interest-only class A-CP at 'AAA';
   -- Interest-only class A-Y at 'AAA';
   -- $42.9 million class B at 'AA';
   -- $45.4 million class C at 'A';
   -- $12.6 million class D at 'A-';
   -- $12.6 million class E at 'BBB+';
   -- $20.2 million class F at 'BBB';
   -- $17.7 million class G at 'BBB-';
   -- $17.5 million class H at 'BB+';
   -- $27.4 million class J at 'BB';
   -- $7.5 million class K at 'BB-';
   -- $7.5 million class L at 'B+'.

Fitch does not rate the following classes: class M; class N; and
class O.

The ratings affirmations reflect the transaction's overall stable
performance and one loan in special servicing representing 0.2%.
Fitch is concerned with the 16.3% of the portfolio that reported
declines in debt service coverage ratios.  As of year-end 2003,
14.3% reported below 1.0x.

Included as a Fitch loan of concern is the second largest loan in
the pool, 150 Spear Street (7.7%), which is secured by a 256,438
square foot -- sf -- class A office building located in San
Francisco, California.  Although the loan remains current, the
property has suffered a decline in performance as a result of
decreased market asking rents and market occupancy levels.  The
DSCR as of YE 2003 was 0.77 times (x), with an occupancy of 82.0%,
compared with 1.29x and 95.0% at issuance.

As of the August 2004 distribution date, the transaction has paid
down 3.1% to $966.1 million from $997.1 million at issuance.  The
portfolio is geographically concentrated, with 33% of the
outstanding balance located in California.  Office properties
total 41.4% of the pool's outstanding balance.

Key Commercial Mortgage Corp., the master servicer, collected YE
2003 financials for 96.0% of the pool balance.  According to the
information provided, the YE 2003 weighted average debt service
coverage ratio -- WADSCR -- is 1.41x.

Fitch reviewed operating statement analysis reports and other
performance information provided by the master servicer of the
portfolio's two credit assessed loans, Stonewood Center Mall
(7.9%) and 747 Third Avenue (3.6%).  The Fitch-stressed DSCR for
the loans are calculated based on a Fitch-stressed net cash flow
-- NCF -- and a stressed debt service based on the current loan
balance and a hypothetical mortgage constant.  Both loans remain
investment grade.

Stonewood Center Mall is secured by a leasehold interest in a
930,000 sf regional mall located in Downey, California.  The
center is anchored by:

   * J.C. Penney,
   * Robinson May,
   * Sears, and
   * Mervyn's.

As of May 2004, occupancy has increased to 98.0%, compared with
94.0% at issuance.  The Fitch-stressed DSCR, as of YE 2003 was
1.35x, compared with 1.34x at issuance.  747 Third Avenue is
secured by a leasehold interest in a 405,000 sf office property
located in midtown Manhattan.

As of July 2004, the occupancy has increased to 94.7%, compared
with 92.5%.  Despite the increase in occupancy since issuance,
Fitch is concerned with the large amount of lease expirations
occurring in the near future, with 10.5% of the net rentable area
-- NRA -- and 15.6% of the NRA, respectively, expiring in 2004 and
2005.  The weighted average rents for the tenants whose leases
expire in 2004 and 2005 are below market.  Fitch will continue to
monitor the leasing activity at the property.  The Fitch-stressed
DSCR as of YE 2003 was 1.71x, compared with 1.58x at issuance.


CULLIGAN INT'L: S&P Assigns B+ Corp. Credit & Bank Loan Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Northbrook, Illinois-based water services
provider Culligan International Company.

At the same time, Standard & Poor's assigned its 'B+' bank loan
rating and a recovery rating of '3' to the company's proposed
$325 million senior secured credit facilities, indicating the
expectation of a meaningful (50%-80%) recovery of principal in the
event of default.  The issue is part of a financing plan in which
Culligan will be acquired by Clayton, Dubilier & Rice.

The ratings are based on preliminary offering statements and are
subject to review upon final documentation. Standard & Poor's has
also assigned a 'B-' rating to Culligan's proposed Euro-
denominated $225 million senior subordinated notes due 2014.  The
outlook is positive.  Pro forma for the transaction, total debt
will be about $453 million.

In a deal announced in July 2004, Clayton, Dubilier & Rice agreed
to acquire the Culligan Group from Water Systems Group &
Applications, a subsidiary of Veolia Environnement S.A., for a
total of $650 million.  The plan includes the aforementioned debt
and a cash equity contribution of $200 million.  Proceeds will be
used to purchase the existing owners' equity and pay transaction
fees.

"The ratings on Culligan reflect its leveraged financial profile,
under-performing North American operations, and low barriers to
entry," said Standard & Poor's credit analyst Paul Blake.  "These
factors are partially mitigated by its significant amount of
recurring revenue, unique distribution network, and global
presence."

With sales of approximately $700 million, Culligan is a global
provider of water treatment products and services for household
and commercial applications.  Its products include "point of
entry" water conditioning systems such as softeners and water
filtration devices as well as "point-of-use" water filtration
systems.


DIGITALNET: S&P Places B+ Corporate Credit Rating on CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit and 'B' senior unsecured debt ratings of Herndon, Virgnia-
based DigitalNet, Inc., on CreditWatch with positive implications.
The CreditWatch listing follows the announced acquisition of
DigitalNet by BAE Systems (BBB/Stable/A-2).

DigitalNet is a leading provider of networking, seat management,
and desktop outsourcing solutions to the U.S. federal government.
The transaction is valued at approximately $600 million, including
the assumption of approximately $94 million of DigitalNet's
outstanding debt.

The transaction, which must be approved by shareholders, is
expected to close by the end of the year, pending regulatory
reviews.

"Standard & Poor's will monitor the progress of the transaction
and determine whether DigitalNet's ratings will be equalized with
BAE Systems' following completion of the acquisition," said
Standard & Poor's credit analyst Ben Bubeck.


DOE RUN RESOURCES: Hires Crowe Chizek as Independent Auditors
-------------------------------------------------------------
The Doe Run Resources Corporation decided to replace KPMG LLP as
the Company's independent auditors effective with KPMG's
completion of its review of the Company's financial statements for
the three months ended January 31, 2004.

The decision to dismiss KPMG was unanimously approved by Doe Run's
Board of Directors.

Doe Run's Board has authorized the retention of Crowe Chizek and
Company LLC to be Doe Run's new independent auditors.

                      Going Concern Doubt

The reports by KPMG on Doe Run's financial statements contained in
its Form 10-K filed with the Securities and Exchange Commission
for its fiscal years ended October 31, 2002 and October 31, 2003
expressed doubt as to Doe Run's ability to continue as a going
concern.

The Doe Run Resources Corporation mines, processes, recycles and
fabricates high quality lead and lead products.  Its facilities in
Missouri, Washington, Arizona, and Peru integrate all phases of
metal production and provide the foundation for the development of
many products vital to modern lifestyle.


DT INDUSTRIES: Court Extends Exclusive Period to File Plan
----------------------------------------------------------
The Honorable Lawrence S. Walter of the U.S. Bankruptcy Court for
the Southern District of Ohio, Western Division, extends until
December 8, 2004, the period within which DT Industries, Inc., and
its debtor-affiliates have the exclusive right to file their
chapter 11 Plan.

The Debtors are also granted the exclusive right to solicit votes
and obtain acceptances of that plan through February 6, 2005.

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


EARTHMOVERS INC: Wants to Hire Cosgrove Webb as Bankruptcy Counsel
------------------------------------------------------------------
Earthmovers, Inc., asks the U.S. Bankruptcy Court for the District
of Kansas for authority to hire Charles T. Engel, Esq., and John
T. Houston, Esq., of the firm Cosgrove, Webb & Oman and its
associates to represent them in their Chapter 11 cases.

Cosgrove Webb will:

      a) provide legal advice to the Debtor-in-Possession with
         respect to its power and duties in the continued
         operation of its business and management of its
         properties; and

      b) provide all other legal services to the Debtor-in-
         Possession that are necessary or advisable in this case
         or that require the services of an attorney.

Earthmovers, Inc., will pay:

      a) $150 per hour for services performed by Partners
         Charles T. Engel, Esq., and John T. Houston, Esq.;

      b) $120 per hour for services performed by Associates;

      c) $45 per hour for paralegal services; and

      d) $40 per hour for services performed by clerks.

The Debtors will reimburse the Firm for all out-of-pocket
expenses, litigation expenses and filing fees to be paid by the
bankruptcy estate as approved by the Court.

To the best of the Debtor's knowledge, Cosgrove Webb is
"disinterested" as the term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Washington, Kansas, Earthmovers, Inc., --
http://www.earthtrucks.com/-- specializes in the sales and
service of medium to heavy trucks.  Earthmovers filed for Chapter
11 protection on September 2, 2004 (Bankr. D. Kan. Case No.
04-42477).  When the company filed for bankruptcy protection, it
estimated assets of up to $10 million and estimated debts of up to
$10 million.


EXIDE TECHNOLOGIES: Restructures Senior Management Team
-------------------------------------------------------
Exide Technologies (NASDAQ: XIDE), a global leader in stored
electrical-energy solutions, reported changes to its senior
management team.

"As part of our continuing effort to streamline and simplify the
organization, we are refocusing our operational management on a
regional basis and eliminating layers of management," said Craig
H. Muhlhauser, President and CEO of Exide Technologies.

The consolidation of operational leadership has resulted in the
elimination of the President position for Exide's Transportation
global business.  David Enstone, President of the Transportation
business unit, has left the company to pursue other interests.
In addition, Exide eliminated the position of Executive Vice
President of Quality and EXCELL, consolidating those initiatives
under Mitch Bregman.  Robert Weiner, former Executive Vice
President, also has left the company to pursue other interests.

"Restructuring is never easy, but the continued market pressures
require that we accelerate our efforts to become the supplier of
choice for our customers.  More often than not, attaining that
goal requires change," Mr. Muhlhauser said.  "I want to extend my
sincere best wishes to David and Bob, and thank them for the
significant contributions they have made at Exide -- particularly
supporting our emergence from Chapter 11.

"Our continued pursuit of excellence requires that we become more
cost competitive and increase responsiveness to our customers,"
Mr. Muhlhauser said.  "This restructuring is a natural progression
in evolution of the new Exide."

Headquartered in Princeton, New Jersey, Exide Technologies is the
world-wide leading manufacturer and distributor of lead acid
batteries and other related electrical energy storage products.
The Company filed for chapter 11 protection on April 14, 2002
(Bankr. Del. Case No. 02-11125) and emerged from chapter 11 under
a confirmed plan on May 5, 2004.  Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, represent the Debtors
in their restructuring efforts.


EXIDE: Asks Court to Extend Claims Objection Deadline to March 1
----------------------------------------------------------------
There are about 5,400 proofs of claims filed in Exide Technologies
and its debtor-affiliates' Chapter 11 cases to date.  The Debtors
have filed five omnibus objections to claims and two objections to
claims where they objected to 410 claims.  The Debtors are in the
process of reviewing the claims to accurately object to improper
claims and to allow valid claims.

By this motion, the Debtors ask the Court to extend their claims
objection deadline through and including March 1, 2005.

Sandra G. McLamb, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub, P.C., in Wilmington, Delaware, asserts that an
extension will provide the Debtors with the necessary time to
effectively evaluate the Claims filed against their estates,
prepare and file additional objections to Claims, and where
possible, consensually resolve claims.

The Court will convene a hearing on September 23, 2004, to
consider the Debtors' request.  By application of Del.Bankr.LR
9006-2, the Debtors' deadline to file objections to claims is
automatically extended through the conclusion of that hearing.

Headquartered in Princeton, New Jersey, Exide Technologies is the
world-wide leading manufacturer and distributor of lead acid
batteries and other related electrical energy storage products.
The Company filed for chapter 11 protection on April 14, 2002
(Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, represent the Debtors
in their restructuring efforts.  On April 14, 2002, the Debtors
listed $2,073,238,000 in assets and $2,524,448,000 in debts.
(Exide Bankruptcy News, Issue No. 52; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


FRANK'S NURSERY: Taps Keen to Dispose of Real Estate Portfolio
--------------------------------------------------------------
Frank's Nursery & Crafts, Inc., obtained Bankruptcy Court approval
on Friday, September 10, 2004, to retain Keen Realty, LLC, to
market and dispose of the company's owned and leased properties
located throughout the northeast, midatlantic and midwest.
Frank's filed for Chapter 11 protection on September 8, 2004, in
the United States Bankruptcy Court Southern District of New York.
Keen Realty, LLC, is a real estate consulting firm specializing in
maximizing the value of its clients' real estate assets
nationwide.

"We are pleased to offer these properties for sale, as they are
located in excellent locations throughout quality markets in the
northeast and midwest," said Mike Matlat, Keen Realty's Vice
President.  "We expect there to be a tremendous amount of interest
in these locations.  The properties, owned and leased, represent
an excellent opportunity for users and investors.  The marketing
will begin shortly; however, we recommend all interested parties
check our Website -- http://www.keenconsultants.com/-- as we will
be posting information on the locations and sale process as it
becomes available.  Additionally, interested parties can be added
to the mailing list by faxing me their contact information at
516-482-5764," Mr. Matlat added.

Available to interested parties are 61 owned and 108 leased
properties.  The properties range in size from approximately
20,000 to 80,000 sq. ft. The owned locations are situated on
1.0 to 11.5 acre(s) of land.  The properties are located in:

   * Connecticut,
   * Florida,
   * Illinois,
   * Indiana,
   * Kentucky,
   * Maryland,
   * Michigan,
   * Minnesota,
   * Missouri,
   * New Jersey,
   * New York,
   * Ohio,
   * Pennsylvania, and
   * Virginia.

For over 22 years, Keen Consultants has had extensive experience
solving complex problems and evaluating and selling real estate,
leases and businesses.  Keen Consultants, a leader in identifying
strategic investors and partners for businesses, has consulted
with hundreds of clients nationwide, evaluated and disposed of
over 250,000,000 square feet square of properties, and
repositioned nearly 13,000 retail stores across the country.
Recent clients include:

   * Spiegel/Eddie Bauer,
   * Arthur Andersen,
   * Cable & Wireless,
   * Breuners Home Furnishings,
   * Tommy Hilfiger,
   * Warnaco,
   * Penn Traffic, and
   * JP Morgan Chase.

For more information regarding the disposition of these properties
for Frank's Nursery, contact:

         Keen Realty, LLC
         60 Cutter Mill Road, Suite 407
         Great Neck, New York 11021
         Telephone: 516-482-2700
         Fax: 516-482-5764
         E-mail: mmatlat@keenconsultants.com
         Attn: Michael Matlat

Headquartered in Troy, Michigan, Frank's Nursery & Crafts, Inc. --
http://www.franks.com/-- specializes in nursery products, lawn
and garden hardlines, floral decor, custom bows & floral
arrangements, and Christmas merchandise.  Frank's and its parent
company, FNC Holdings, Inc., each filed a voluntary chapter 11
petition in the U.S. Bankruptcy Court for the District of Maryland
on February 19, 2001.  The companies emerged under a confirmed
chapter 11 plan in May 2002.  Frank's filed another chapter 11
petition on September 8, 2004 (Bankr. S.D.N.Y. Case No.
04-15826).  In the company's second bankruptcy filing, it lists
$123,829,000 in total assets and $140,460,000 in total debts.


FRIEDMAN'S INC: Must Comply With Six Key Financial Tests
--------------------------------------------------------
As previously reported in the Troubled Company Reporter,
Friedman's, Inc., (OTC non-BB: FRDM.PK), completed the
restructuring of its senior secured credit facility and obtained
the approval of its lenders and an informal vendor committee of a
secured trade credit program.

Under a Second Amended And Restated Credit Agreement, dated as of
September 7, 2004:

     * Bank of America, N.A., and
     * The CIT Group/Business Credit, Inc., and

provide the company with access to up to $67.5 million of
Revolving Credit; and

     * Jewelry Investors II, L.L.C., an affiliate
       of Farallon Capital Management, L.L.C.,

extends a $67.5 million Term Loan.  The Revolving Facility
matures on December 15, 2006 and the junior term loan matures
on August 31, 2007.

A full-text copy of the new credit agreement is available at no
charge at:


http://www.sec.gov/Archives/edgar/data/911004/000095017204002146/frex10-1.tx
t

Section 7.11 of the Credit Agreement requires Friedman's
compliance with six key financial covenants:

     (a) a minimum Fixed Charge Coverage Ratio;

     (b) minimum sales levels ($118,700,000 in 2004,
         with at least $66,900,000 in cash sales);

     (c) Minimum (and increasing) EBITDA targets;

     (d) Minimum Ratios of Accounts Payable to Inventory;

     (e) Minimum Ratios of Installment Contract Collections
         to Installment Contracts; and

     (f) limitations on Capital Expenditures;

Free full-text copies of the Vendor Intercreditor Agreement, dated
as of September 8, 2004, and related Secured Trade Credit Program
Letter Agreement are available at:


http://www.sec.gov/Archives/edgar/data/911004/000095017204002146/exhibit10_6
.txt

               - and -


http://www.sec.gov/Archives/edgar/data/911004/000095017204002146/exhibit10_7
.txt

Under the Company's secured trade credit program, participating
vendors will be granted a lien in the same assets as, but junior
to, the liens which secure the obligations under the restructured
senior secured credit facility.  Subject to the terms of the
secured trade credit program, the vendor lien would generally
secure amounts past due to participating vendors as of July 31,
2004 (which would be repaid over a fifteen month period ending on
December 31, 2005) and amounts due for new shipments (which would
be paid in the ordinary course of business) from participating
vendors which are delivered by the earlier of the duration of a
vendor's participation in the trade credit program or
December 31, 2005.  The Company has agreed that up to $9.5 million
of availability under its secured credit facility will be reserved
pending the receipt of vendor agreements under the secured trade
credit program totaling up to $15 million in obligations owed by
Friedman's as of July 31, 2004.

                        About Friedman's

Founded in 1920, Friedman's, Inc., is a leading specialty retailer
based in Savannah, Georgia. The Company is the leading operator of
fine jewelry stores located in power strip centers and regional
malls.  For more information, see http://www.friedmans.com/

The company's most recently published balance sheet -- dated
June 28, 2003 -- shows $496 million in assets and $190 million in
liabilities.  The Company explains that its year-end closing
process was delayed because of an investigation by the Department
of Justice, a related informal inquiry by the Securities and
Exchange Commission, and its Audit Committee's investigation into
allegations asserted in a August 13, 2003, lawsuit filed by
Capital Factors Inc., a former factor of Cosmopolitan Gem
Corporation, a former vendor of Friedman's, as well as other
matters.  Ernst & Young has been working on a restatement of the
company's financials.  The company's signaled that a 17% or
greater increase to allowances for accounts receivable can be
expected.

Also, Friedman's Inc. has been notified that the New York Stock
Exchange (NYSE) has made a determination to delist the company's
Class A Common Stock that traded under the ticker symbol FRM on
the NYSE effective May 11, 2004. Friedman's is evaluating an
appeal of the decision of the NYSE.

The Company noted that while it is disappointed with the NYSE's
decision, the delisting from the Exchange does not affect
Friedman's day-to-day business operations.  The Company also
noted that although its common stock is not eligible for trading
on the NASD over-the-counter bulletin board -- OTC, the Company
understands that market makers have independently begun to make
market in the company's common stock on the Pink Sheets under
the symbol "FRDM."


G-STAR 2003-3: Fitch Places BB Ratings on $24M Preferred Shares
---------------------------------------------------------------
Fitch Ratings affirms all classes of the notes co-issued by G-Star
2003-3, Ltd. /G-Star 2003-3 Corp.  The affirmations are the result
of Fitch's review process.  These rating actions are effective
immediately:

   -- $340,000,000 class A-1 notes 'AAA';
   -- $48,000,000 class A-2 notes 'AAA';
   -- $18,000,000 class A-3 notes 'AA';
   -- $5,000,000 class B-1 notes 'A';
   -- $15,000,000 class B-2 notes 'BBB';
   -- $24,000,000 preferred shares 'BB'.

G-Star 2003-3 is a collateralized debt obligation -- CDO -- which
closed March 13, 2003 and is supported by a managed pool of
commercial mortgage-backed securities -- CMBS; 41.5%, residential
mortgage-backed securities -- RMBS; 31.2%, real estate investment
trusts -- REIT; 14.9%, asset-backed securities -- ABS; 8.2%, and
CDOs; 4.9%.  The collateral is managed by GMAC Institutional
Advisors.  Fitch has reviewed the credit quality of the individual
assets compromising the portfolio.

According to the July 2004 trustee report the class A
overcollateralization -- OC -- was 111.2%, the class B-1 OC was
109.8% and the class B-2 OC was 106.0%, relative to test levels of
104%, 103% and 101%, respectively.  The CDO has not experienced
any significant credit migration and minimal change in the
weighted average rating factor.

Fitch has discussed G-Star 2003-3 with GMAC Institutional
Advisors, rated 'CAM1' by Fitch for structured finance collateral
management.  Fitch will continue to monitor G-Star 2003-3 closely
to ensure accurate ratings.

Based on the stable performance of the underlying collateral and
the OC tests, Fitch affirms all of the rated liabilities issued by
G-Star 2003-3.


GRAHAM PACKAGING: S&P Affirms B Corporate Credit Ratings
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit ratings on Graham Packaging Holdings Co. and its 100%-owned
operating subsidiary, Graham Packaging Co., and removed the
ratings from CreditWatch where they were placed on July 29, 2004.
The outlook is positive.

York, Pennsylvania-based Graham had total debt of about
$1.1 billion at June 30, 2004.  Pro forma for the acquisition of
Owens-Illinois Inc.'s plastic container business, total debt will
increase to about $2.5 billion, at closing of the transaction.
The CreditWatch placement followed the company's announcement that
it had signed a definitive agreement to acquire Owens-Illinois'
plastic container business for about $1.2 billion.

Standard & Poor's assigned its 'B' bank loan rating and a recovery
rating of '3' to Graham Packaging Co.'s proposed $250 million
revolving credit facility due 2010 and $1.35 billion first lien
term loan B due 2011, based on preliminary terms and conditions.
The 'B' rating is the same as the corporate credit rating; this
and the '3' recovery rating indicate an expectation of meaningful
recovery (50%-80%) of principal in the event of default.

Standard & Poor's also assigned its 'CCC+' bank loan rating and a
recovery rating of '5' to the company's proposed $350 million
second lien term loan C due 2012.  The 'CCC+' rating is two
notches below the corporate credit rating; this and the '5'
recovery rating indicate an expectation of negligible recovery
(0%-25%) of principal in the event of default.

At the same time, Standard & Poor's assigned its 'CCC+' rating to
Graham Packaging Co. and co-issuer GPC Capital Corp. I's proposed
$350 million senior unsecured notes due 2012 and $375 million
senior subordinated notes due 2014, which are to be issued under
Rule 144A with registration rights.

Proceeds from the debt financing will be used to finance the
acquisition of Owens-Illinois' blow-molded plastic-container
business and to repay Graham's existing credit facility.

"If the company successfully integrates the proposed acquisition
and generates positive free cash for debt reduction, ratings could
be raised in the intermediate term.  The expected improvement to
credit measures could be further supported by completion of an
IPO, with proceeds applied to debt reduction," said Standard &
Poor's credit analyst Liley Mehta.

The ratings on Graham reflect its average business profile as a
leading producer of value-added plastic containers (following
completion of the acquisition of the Owens-Illinois plastic
container business) and a very aggressive financial profile
resulting from high debt leverage.


HEADWATERS INC: Moody's Puts B1 Rating on Sr. Credit Facilities
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Headwaters
Incorporated's senior secured credit facilities, a B3 rating to
its second lien term loan, and a B1 senior implied rating.
Headwaters is using the term loans under the credit facilities to
finance the $715 million acquisition of Tapco Holdings, Inc., a
manufacturer of building products and professional tools used in
exterior residential remodeling and construction projects.  Tapco
reported EBITDA of $63 million in its fiscal year ended October
31, 2003, and is targeting EBITDA of $82 million this year.  The
rating outlook is stable.

Moody's assigned the following ratings to Headwaters:

     (i) B1 rating to its guaranteed senior secured (first lien)
         credit facilities, which consist of a $75 million five-
         year revolving credit facility and a $640 million term
         loan B facility maturing April 30, 2011,

    (ii) B3 rating to the $150 million guaranteed second lien
         eight-year term loan,

   (iii) B1 senior implied rating, and

    (iv) Caa1 senior unsecured issuer rating.

Moody's ratings for Headwaters exclude, almost entirely, cash flow
derived from the company's Covol Fuels synfuels-based business
unit due to the uncertainty associated with Section 29 tax credits
and their scheduled expiry after 2007.  Therefore, Moody's ratings
are based on the ability of Headwaters' other businesses to
service its pro forma $972 million of debt.  In fiscal 2004 (the
year ending September 30), these other businesses are expected to
account for approximately two-thirds of Headwaters' pro forma
EBITDA, or roughly $140 million, which should be adequate to cover
interest, capex, and small amounts of debt reduction.

Headwaters' ratings reflect its:

   * high leverage,

   * relatively few tangible assets (approximately $300 million),

   * the challenges of integrating and managing the growth
     potential of the many diverse businesses that the company has
     acquired since September 2002, and

   * the possibility for further acquisitions.

More specifically, Moody's ratings also consider:

   * a high degree of customer concentration at the ISG operations
     and Tapco,

   * exposure to cyclical and seasonal construction markets, and

   * coal combustion product -- CCP -- transportation cost
     pressures due to high fuel costs.

However, the ratings are supported by the organic growth potential
and strong market positions held by ISG and Tapco, the stability
of the construction markets they serve, and these businesses'
modest capex requirements.  Earnings stability is enhanced by
ISG's long-term CCP management contracts and by Tapco's low-cost
manufacturing capabilities, leading market share for vinyl
shutters, and the breadth of its offerings of exterior residential
building products.  While there are likely to be some synergies
between ISG, Tapco, and some of the concrete-based construction
materials companies that Headwaters' has recently acquired (such
as Eldorado Stone and Southwest Concrete Products), Moody's also
takes comfort in the fact that each of these businesses can be run
independently.

The stable rating outlook reflects:

   * favorable demand prospects for Headwaters' businesses (again,
     excluding Covol Fuels),

   * the ability of ISG and Tapco to grow with relatively minor
     fixed asset and working capital investments and, therefore,
     facilitate debt reduction, and

   * Headwaters' reasonably good liquidity, which is comprised of
     a $75 million revolving credit facility and $35 million of
     cash.

The ratings could be upgraded if debt is reduced to a level
whereby cash flow from all sources other than Covol Fuels
indicates sustainable leverage of less than approximately 4x
EBITDA or retained cash flow to debt of 15-20% and the earnings
power of Headwaters' other businesses remain favorable.  If
current business plans for Covol Fuels continue without
disruption, Headwaters could generate nearly an additional
$100 million per year of cash through 2007, which if applied fully
to debt reduction would accelerate debt reduction and Headwaters'
upgrade potential.

Headwaters' ratings or rating outlook could be pressured downward
by:

   * sizable debt-funded acquisitions,

   * the reduction of trend growth,

   * margins or cash flow from Headwaters' ISG and construction
     materials segments,

   * integration problems,

   * adverse regulatory changes regarding the use and disposal of
     CCPs, and

   * the emergence of material losses or lawsuits related to Covol
     Fuels, which has otherwise been excluded from Moody's
     ratings.

The B1 rating for Headwaters' first lien credit facilities
reflects their first priority lien and security interest in all of
the company's assets and stock of the borrower and guarantors, and
the dominant role of this class of debt in Headwaters'
capitalization.

The second lien term loan was rated B3, two notches below the
first lien debt, to reflect:

   * the modest proportion of loss-absorbing equity in the pro
     forma capital structure,

   * the second priority secured position of the term loan, which
     ranks behind at least $640 million of outstanding first lien
     debt (and $715 million of commitments), and

   * the limited value, approximately $300 million, of the
     tangible assets supporting Headwaters' secured credit
     facilities.

The senior unsecured issuer rating of Caa1 reflects the absence of
security and subsidiary guarantees for this class of debt.

Headwaters Incorporated is headquartered in South Jordan, Utah.
For the twelve months' ended June 30, 2004, it had sales of
$462 million.  Sales were an estimated $800 million, pro forma for
recently completed acquisitions and the pending acquisition of
Tapco.


HECLA MINING: Moody's Raises Senior Implied Rating to Caa1
----------------------------------------------------------
Moody's Investors Service raised the senior implied rating of
Hecla Mining Company to Caa1 from Caa2.  At the same time, Moody's
withdrew the single C preferred stock rating for the company due
to the small amount of outstanding preferred shares.  The rating
outlook is stable.  The rating upgrade reflects the company's
improved cash flow generation, increased liquidity, and relatively
stronger balance sheet.

The ratings continue to incorporate:

   * the relatively modest scale of Hecla's operations,
   * its history of negative cash flow, and
   * its vulnerability to lower precious metal prices.

The ratings also reflect the short indicated life of its gold
operations, based on current proven and probable reserves, and
political risk related to the Venezuelan gold operations.  Hecla
also faces great uncertainty regarding environmental liabilities
and potentially sizable costs for remediation and environmental
compliance.

However, over the past two years, Hecla has benefited
significantly from higher prices for silver and gold as well as
increased ore production at some of its mines.  The average market
price for silver and gold increased to $4.91/oz and $364/oz,
respectively, in 2003, versus average prices of $4.36/oz and
$272/oz in 2001.  In addition, the improved market conditions have
allowed Hecla to strengthen its liquidity and balance sheet.
Hecla completed a public equity offering in 2003, for
approximately $91 million, with the majority of the proceeds
placed on its balance sheet.  The company also initiated an
exchange offer in 2004 in which each share of preferred stock
could be exchanged for 7.94 shares of common stock.  The offering
resulted in 274,000 shares of preferred stock being exchanged and
a corresponding reduction in preferred dividends.  As a result of
these transactions and improved operating performance, as of June
30, 2003, Hecla's balance sheet liquidity (cash, cash equivalents,
and marketable securities) was approximately $108 million, while
total debt was $2.5 million, and the liquidation value of
outstanding preferred stock was about $10 million.

At the company's silver operations of San Sebastian in Mexico and
Greens Creek in Alaska, where gold is treated as a by-product and
reduces the overall cost (cash cost) of producing silver, a
combination of higher realized gold prices and increased
production significantly lowered cash costs in 2002 and 2003.  At
the San Sebastian mine, gold by-product credits were approximately
$4.25/oz in 2003 and $3.76/oz in 2002, resulting in total cash
costs at the mine of negative $0.25/oz in 2003 and $1.09/oz in
2002.  At Greens Creek, higher by-product credits, predominantly
gold, resulted in total cash costs of approximately $1.18/oz in
2003 and $1.81/oz in 2002.  Higher gold prices also helped to
offset a 24% reduction in ore grade at the La Camorra mine in
Venezuela, the company's only designated gold operation.  The
overall improvement in cash costs helped to increase Hecla's
operating profit, excluding asset write downs, to approximately
$16 million and $10 million in fiscal years 2003 and 2002, versus
operating losses for the prior several years.

The ratings also incorporate the relatively modest size of Hecla's
operations compared with other rated mining companies.  Hecla
currently has three wholly owned mining operations (Lucky Friday,
San Sebastian, and La Camorra) and a 30% ownership interest in the
Greens Creek mine, that on a consolidated basis generated revenue
of approximately $116 million in 2003, which is up from
$85 million in 2001.  Historically, the company's silver
operations have experienced total production costs, excluding by-
product credits, in excess of market prices.  As a result, the
company has been unable to generate a profit over the last ten
years, excluding asset write downs, until 2002 and 2003.

Hecla's only designated gold operations are in Venezuela, a region
with a history of significant political and economic instability.
Indicated reserve life is also very limited in Venezuela.  The La
Camorra mine produced approximately 127,000 ounces of gold in
2003, and proven and probable ore reserves declined to 221,000
ounces of contained gold at year-end.  Hecla has plans to begin
production at the Isidora mine within the La Camorra property and
there are other mineralized areas in the vicinity of La Camorra.
Currently, the Isidora mine is estimated to have proven and
probable ore reserves containing approximately 421,000 ounces of
gold as of May 2004.  Although to date the company has been
relatively successful in operating in Venezuela, there continues
to be significant challenges to operating in this region.

Hecla's environmental liabilities for costs associated with mine
closure, land reclamation, and other environmental matters could
increase significantly and remain a concern for Moody's.  As of
June 30, 2004, the company had reserved approximately $70 million
for these costs.  The most significant potential environmental
liability is associated with the Coeur d' Alene River Basin in
northern Idaho, where EPA studies estimate clean-up costs at about
$360 million, but where third party claims for natural resource
damages range from $900 million to $1.8 billion.  Phase II of this
trial, which is supposed to address natural resource damages and
an appropriate clean-up plan, is scheduled to commence in April
2005.  Hecla and one other mining company are the only two
defendants in this litigation.

The stable rating outlook reflects the company's improved balance
sheet, significant cash balances, and the likelihood that
liquidity over the next 12 to 18 months should remain reasonable.
Factors that could negatively impact the ratings and /or outlook
would be a deterioration in operating cash flows or a decrease in
liquidity or an increase in debt levels as a result of a sizable
acquisition or unfavorable rulings regarding environmental
liabilities.

Hecla Mining Company, headquartered in Coeur d' Alene, Idaho, is a
precious metals company with mining operations in the United
States, Mexico, and Venezuela.


HOMESTEADS AT NEWTOWN: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: The Homesteads at Newtown, LLC
        497 Three Corners Road
        Guilford, Connecticut 06437

Bankruptcy Case No.: 04-34262

Type of Business: The Debtor is an affiliate of The Homestead
                  Community at Newton, LLC.

Chapter 11 Petition Date: September 10, 2004

Court: District of Connecticut (New Haven)

Judge: Lorraine Murphy Weil

Debtor's Counsel: Mark R. Jacobs, Esq.
                  Jacobs Partners LLC
                  Merritt View
                  383 Main Avenue
                  Norwalk, Connecticut 06851
                  Tel: (203) 846-6622

Estimated Assets: $10 Million to $50 Million

Estimated Debts: $1 Million $10 Million

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


LAIDLAW INTERNATIONAL: Vicki A. O'Meara Resigns as Director
-----------------------------------------------------------
Laidlaw International (NYSE:LI) reported the resignation of
Vicki A. O'Meara from its Board of Directors.  Ms. O'Meara, the
Chief of Corporate Operations for Ryder Systems, Inc., resigned
for personal business reasons.

Peter E. Stangl, Chairman of the Board of Directors of Laidlaw
International, said, "On behalf of the Board and the management
team, I would like to recognize and thank Vicki for the many
contributions she made to Laidlaw International in the first year
following its reorganization.  We will miss her and the insights
she provided to the Board."

Headquartered in Arlington, Texas, Laidlaw, Inc., now known as
Laidlaw International, Inc.,  -- http://www.laidlaw.com/-- is
North America's #1 bus operator.  Laidlaw's school buses transport
more than 2 million students daily, and its Transit and Tour
Services division provides daily city transportation through more
than 200 contracts in the US and Canada.  The Company filed for
chapter 11 protection on June 28, 2001 (Bankr. W.D.N.Y. Case No.
01-14099).  Garry M. Graber, Esq., at Hodgson Russ LLP represents
the Debtors.

Laidlaw International emerged from bankruptcy on June 23, 2003.


LEGENDS VILLAGE: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Legends Village, L.P.
        5225 Village Creek Drive, Suite 400
        Plano, Texas 75093

Bankruptcy Case No.: 04-44186

Chapter 11 Petition Date: September 7, 2004

Court: Eastern District of Texas (Sherman)

Judge: Brenda T. Rhoades

Debtor's Counsel: Barton M. Reeder, Esq.
                  William L. Wolf, P.C.
                  5949 Sherry Lane, Suite 550
                  Dallas, TX 75225
                  Tel: 214-750-1395
                  Fax: 214-368-1395

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 2 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Huffcut & Associates          Engineering services       $15,000
                              performed

Pate Engineers Northwest      Engineering services        $5,000
                              performed


LNR CDO: Fitch Puts BB & B Ratings on $74 Million of Notes
----------------------------------------------------------
Fitch Ratings affirmed the ratings of 13 class of notes issued by
LNR CDO 2003-1, Ltd./Corp., which closed July 2, 2003.  These
rating actions are effective immediately:

   -- $99,160,000 class A notes affirmed at 'AAA';
   -- $78,184,000 class B notes affirmed at 'AA';
   -- $34,000,000 class C-FL notes affirmed at 'A';
   -- $9,860,000 class C-FX notes affirmed at 'A';
   -- $5,000,000 class D-FL notes affirmed at 'A-';
   -- $40,766,000 class D-FX notes affirmed at 'A-';
   -- $48,000,000 class E-FL notes affirmed at 'BBB';
   -- $41,626,000 class E-FX notes affirmed at 'BBB';
   -- $6,000,000 class F-FL notes affirmed at 'BBB';
   -- $44,724,000 class F-FX notes affirmed at 'BBB';
   -- $12,204,000 class G notes affirmed at 'BBB-';
   -- $30,511,000 class H notes affirmed at 'BB';
   -- $43,478,000 class J notes affirmed at 'B'.

LNR CDO 2003-1 is a static collateralized debt obligation -- CDO
-- managed by Lennar Partners, Inc.  The collateral of LNR CDO
2003-1 is composed of non-investment grade and unrated
collateralized mortgage-backed securities -- CMBS.  Payments are
made on the 23rd of each month.  Included in this review, Fitch
discussed the current state of the portfolio with the asset
manager and its portfolio management strategy.

According to the August 23, 2004 trustee report, the credit
quality of the portfolio has improved since the closing date, as
illustrated by a decrease in the Fitch average rating distribution
test from 60.55 to 59.23 (B+/B).  LNR CDO 2003-1 is passing all of
its overcollateralization -- OC, supplemental OC and interest
coverage tests.  Unrated assets and assets rated 'CCC+' or lower
represented approximately 23.96% of the collateral.

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

Fitch will continue to monitor LNR CDO 2003-1 closely to ensure
accurate ratings.


MARINER: MHG Asks Judge Walrath to Disallow Howard's $1M Claim
--------------------------------------------------------------
Pursuant to Section 502 of the Bankruptcy Code and Rule 3007 of
the Federal Rules of Bankruptcy Procedure, the Reorganized Mariner
Health Group, Inc. Debtors object to Claim No. 1054 filed by
Katherine Howard, as it is time-barred under the applicable state
statute of limitations.

The MHG Debtors ask Judge Walrath to disallow Ms. Howard's Claim.

According to Mark D. Collins, Esq., at Richards Layton & Finger,
P.A., in Wilmington, Delaware, the automatic stay has previously
been lifted on November 26, 2002, and Ms. Howard has failed to
bring suit within the applicable two-year limitations period as
extended by Section 108(c) of the Bankruptcy Code.  The statute of
limitations for the Claim expired on December 26, 2002, which is
30 days after the stay was lifted.  Ms. Howard is, therefore, not
entitled to seek recovery from the Debtors.

Ms. Howard filed Claim No. 1054 for $1,000,000 on
September 6, 2000, seeking recovery for alleged personal injury or
wrongful death.  Ms. Howard's Claim alleges that the date of loss
was July 16, 1999. (Mariner Bankruptcy News, Issue No. 61;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


MEADOWS OPERATIONS: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Meadows Operations, Inc.
        dba Elk Meadows Ski & Summer Resort
        P.O. Box 511
        Beaver, Utah 84713

Bankruptcy Case No.: 04-34702

Type of Business: The Debtor is a resort that provides full
                  services ski and snowboard rentals.
                  See http://www.elkmeadows.com/

Chapter 11 Petition Date: September 10, 2004

Court: District of Utah (Salt Lake City)

Judge: William T. Thurman

Debtor's Counsel: Jeffrey N. Walker, Esq.
                  Holman & Walker
                  9537 South 700 East
                  Sandy, UT 84070
                  Tel: 801-990-4990

Estimated Assets: $10 Million to $10 Million

Estimated Debts:  $10 Million to $10 Million

Debtor's 17 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Jerry Case                    Promissory note           $250,000

EMSSD                         SID bond payment and      $170,025
                              services (water,
                              snow, etc.)

Beaver County Treasure        Property taxes            $101,054

John Hubbard                  Promissory note            $75,000

Wooded Ridge Homeowners       Association dues           $23,211

W. W. Clyde                   Construction services      $20,824

Snowflake Homeowners          Association dues            $4,055

Utah Power                    Electricity                 $2,654

Dopplemayr CTEC, Inc.         Chairlift services          $2,651

Keith Hutchinson              Rental of signboard         $2,250

Holly Ridge Homeowners        Association dues            $2,150

Stonewood Homeowners          Association dues            $1,320

Cornelius Online              Website services              $900

Riverside Storage             Storage fees                  $515

Scholzen Products             Equipment rental              $444

Amerigas                      Propane                       $374

Jones Waldo, Holbrook &       Legal services                $202
McDonough


MERGANSER CAPITAL: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Merganser Capital Corporation
        50 Briar Hollow Lane, Suite 210 East
        Houston, Texas 77027

Bankruptcy Case No.: 04-42925

Type of Business: Real Estate

Chapter 11 Petition Date: September 7, 2004

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Richard L. Fuqua, II, Esq.
                  Fuqua & Keim
                  2777 Allen Parkway, Suite 480
                  Houston, TX 77019
                  Tel: 713-960-0277

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 4 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
ARCOA Advisors, LLC                         $50,000

Badger Law Office                           $10,000

Briggs & Veselka Co.                         $2,250

Thomas L. Easley, CPA                        $1,750


MIRANT CORPORATION: Court Approves Sullivan Settlement Agreement
----------------------------------------------------------------
Judge Lynn of the U.S. Bankruptcy Court for the Northern District
of Texas approved the Settlement Agreement, dated July 28, 2004,
among:

   * Mirant New York, Inc., a Mirant Corporation debtor-affiliate
     on behalf of itself and Mirant NY-Gen, LLC;

   * the Town of Bethel, the Town of Forestburgh, the Town of
     Lumberland;

   * the Monticello Central School District and the Eldred
     Central School District;

   * the Assessor for each of the Towns;

   * the Board of Assessment Review of each of the Towns; and

   * Sullivan County.

Ian T. Peck, Esq., at Haynes and Boone, LLP, in Dallas, Texas,
relates that in July 1999, the Debtors purchased the Bethel Power
Plant, the Forestburgh Power Plant and the Lumberland Power Plant,
along with other power plants in New York State, from O&R and
Consolidated Edison Company of New York, Inc.  Of the $475,000,000
paid for the assets, the Debtors allocated $15,321,594 to the
Sullivan Power Plants.  The Sullivan Power Plants are capable of
generating a combined 26 megawatts of electricity at peak
operations.

Because the Sullivan Power Plants are located in the Towns, they
are subject to yearly ad valorem taxes by the Sullivan Tax
Authorities.  After the Debtors' purchase, the Sullivan Power
Plants have been taxed on these equalized assessments of value:

   Year       Bethel         Forestburgh         Lumberland
   ----       ------         -----------         ----------
   2000     $8,137,572       $18,357,364        $39,173,060
   2001      8,487,425        18,823,930         39,378,901
   2002      8,659,612        22,409,729         55,537,408
   2003      8,400,745        23,385,212         40,395,709

Mr. Peck informs Judge Lynn that there were no capital
improvements on any of the Sullivan Power Plants between 2000 and
2003.  For each year from 2000 to 2003, the Sullivan Tax
Authorities levied real property taxes against the Sullivan Power
Plants in excess of $2,000,000.  In 2003, those taxes accounted
for 58% of the Sullivan Power Plants' combined operating expenses.

For what the Debtors saw to be an enormous disparity between the
$15,321,594 aggregate book value of the Sullivan Power Plants in
1999 and the aggregate assessed value in subsequent years, Mirant
NY timely commenced tax certiorari proceedings in New York state
court to challenge the valuation by the Sullivan Tax Authorities.
In the Sullivan State Proceedings, Mirant NY claimed a reduction
in the assessed values of the Sullivan Power Plants, which would
result in refunds of about $5,512,526.

According to Mr. Peck, the Sullivan State Proceedings did not
materially progress in state court.  Indeed, from 2000-2002, the
Sullivan State Proceedings were not assigned to a judge, no
discovery had taken place and no motions were filed.  Also, the
Sullivan State Proceedings were essentially suspended while Mirant
and the Town of Haverstraw, New York negotiated and executed a
settlement agreement presumably resolving a similar real property
tax dispute.  Mirant believed that the Haverstraw Settlement would
serve as a model settlement for the Sullivan State Proceedings.
However, Haverstraw reneged within a week of signing the
Haverstraw Settlement.  Mirant sought to enforce the Haverstraw
Settlement, but in April 2003, the New York Appellate Division
reversed the trial court decision and refused to enforce the
Haverstraw Settlement.

To ensure the efficient administration of the Debtors' bankruptcy
estates and to provide accelerated visibility to the ongoing
financial viability of their generation assets in New York, the
Debtors asked the Bankruptcy Court to determine their correct New
York real property tax liabilities related to the New York Power
Plants, including the Sullivan Power Plants.

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

To preserve its rights under the Bankruptcy Code, including its
setoff rights under Section 558 of the Bankruptcy Code, Mirant NY
did not pay its 2003 tax bills of $2,223,404 issued by the
Sullivan Tax Authorities:

   (a) County/Town tax bills issued for the tax period
       January 1, 2003 to December 31, 2003, totaling $921,119;
       and

   (b) School District tax bills issued for the tax period
       July 1, 2003 to June 30, 2004, totaling $1,232,285.

On April 1, 2004, the County paid the $2,223,404 of Unpaid
2003-2004 Sullivan Taxes to the Towns and the School Districts.
Absent the Settlement Agreement, Mirant NY could eventually owe
the County $2,223,404 for the assessment year 2003 plus applicable
penalties and interest at a 12% annual statutory rate.

Under the January 8 Order, the dispute between the Debtors and the
Sullivan Tax Authorities are to be tried either by the Bankruptcy
Court or the New York Court no later than September 2004.  Given
the Court's directive, the Debtors immediately began to prepare
for trial in state court.  The Debtors sought to depose
Forestburgh's and Lumberland's assessors concerning the value of
the Forestburgh Power Plant and the Lumberland Power Plant by
notices of deposition dated May 14, 2004.  Despite Forestburgh and
Lumberland's protest, on June 23, 2004, the Court authorized the
Debtors to depose the Forestburgh and Lumberland assessors for a
limited time and scope.  The Sullivan Tax Authorities proposed
adjourning the depositions to discuss settlement of the Sullivan
State Proceedings, which the Debtors agreed.

The settlement discussions resulted in the parties' entry of a
settlement agreement, which:

   (a) resolves the pending 2000, 2001, 2002 and 2003 real
       property tax disputes;

   (b) establishes a value for real property tax purposes for
       the Sullivan Power Plants through 2006, the maximum look-
       forward permitted by law;

   (c) reduces the equalized assessed value for the Bethel Power
       Plant by more than 66%, from $8,400,744 to $2,800,248;

   (d) reduces the equalized assessed value for the Forestburgh
       Power Plant by more than 66%, from $23,385,211 to
       $7,795,058;

   (e) reduces the equalized assessed value for the Lumberland
       Power Plant by more than 60%, from $40,395,709 to
       $16,058,700; and

   (f) reduces the tax assessments of the Sullivan Power Plants
       based on the "Original Assessments" as they appear on the
       New York tax assessment rolls by about 66% for 2002 to
       2004 Assessment and 33% for 2001 Assessment.

The Settlement Agreement does not change the Original Assessments
for 2000.

The Sullivan Tax Authorities owe Mirant NY $2,186,604 in refunds
for the years 2000, 2001 and 2002.

The Settlement Agreement further provides that:

   (1) The Sullivan Tax Authorities will waive all penalties and
       interests resulting from Mirant NY's non-payment of 2003
       taxes, provided Mirant NY makes payment, by way of
       offset, no later than January 31, 2005;

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

   (3) The Mirant Entities will release the Sullivan Tax
       Authority Entities from all claims in the Sullivan State
       Proceedings and the 505 Action; and

   (4) The parties will use their best efforts to obtain timely
       entry of a New York State Court order dismissing the
       Sullivan State Proceedings with prejudice by executing a
       stipulation of discontinuance.

Mr. Peck contends that the Settlement Agreement is favorable to
the Debtors because:

   (i) it provides the Debtors with refunds for past years and
       an 83% tax reduction for current and future years;

  (ii) it provides a means by which to avoid the litigation
       costs associated with the tax disputes concerning the
       Sullivan Power Plants, which are not inconsiderable;

(iii) Mirant NY will be able to close its books on all pre-2004
       real property taxes relating to the Sullivan Power Plants
       without penalties and interests on the Unpaid 2003-2004
       Sullivan Taxes;

  (iv) the Debtors avoid the risk of an adverse ruling on the
       valuation method applied;

   (v) the Debtors will have additional annual cash flow of
       about $4,555,806 for 2004 through 2006 based on the
       reduction of real property taxes; and

  (vi) it avoids additional cost in litigating the dispute.

Moreover, the portion of the 505 Action in relation to the
Sullivan Power Plants is dismissed with prejudice.

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


MISSION HEALTH: Wants Durham Jones as Bankruptcy Counsel
--------------------------------------------------------
Mission Health Services asks the U.S. Bankruptcy Court for the
District of Utah, Central Division, for permission to employ
Durham Jones & Pinegar as its bankruptcy counsel.

Durham Jones will:

    a) give the Debtor advice of its rights, powers and duties as
       a debtor-in-possession;

    b) give the Debtor advice in fulfilling its duties;

    c) prepare on behalf of the Debtor or assist in preparing
       motions, applications, reports, pleadings and papers in
       connection with this case; and

    d) assist and advise the Debtor on matters as the Debtor sees
       fit.

Kenneth L. Cannon II, Esq., and Penrod W. Keith, Esq., will be the
lead attorneys in this proceeding.  Mr. Cannon discloses that the
Debtor paid a $200,000 retainer.  For their professional services,
Mr. Cannon will bill the Debtor at an hourly rate of $270 while
Mr. Keith will charge at $250 per hour.  Associates who will
provide assistance will charge the Debtor from $130 to $175 and
paralegals will bill at $100 per hour for their services.

Durham & Jones does not have any interest adverse to the Debtor or
its estate.

Headquartered in Layton, Utah, Mission Health Services, operates a
nursing and rehabilitation facilities.  The Company filed for
protection on August 30, 2004 (Bankr. D. Utah Case No.
04-34063).  When the Debtor filed for protection from its
creditors, it estimated more than $1 million in assets with more
than $10 million in debts.


MIV THERAPEUTICS: Successfully Completes HAp Coating Safety Trials
------------------------------------------------------------------
MIV Therapeutics Inc. (MIVT:OTCBB), successfully completed in vivo
safety studies on its proprietary, biocompatible Hydroxyapatite
(HAp) nano-film coating, designated for passive application on
cardiovascular stents and other implantable medical devices.  The
results of this study have shown that the stent coating is safe
and did not cause any adverse arterial response.

The scientific panel conducting the study concluded that "HAp
coated stents passed all outlined safety criteria and there were
no signs of adverse reaction to the coating.  After the 28-day
implant, coated stents performed favourably against control stents
in that they displayed an advanced stage of healing, with complete
endothelialization, a stable neointima and very few luminal
monocytes.  Dr. Tom Troczynski, Ph.D., MIVT Vice President of
Coatings and Professor of Ceramics at The University of British
Columbia stated, "Positive results from these animal safety
studies performed on our passive, nano-film HAp coating provide a
sound foundation for our other advanced coating technologies which
are intended to broaden the scope of potential applications to
include a range of implantable medical devices.  These devices
and implants may greatly benefit from the unique and completely
biocompatible properties of Hydroxyapatite.  Our research and
development program at the University of British Columbia is in
the final stages of developing HAp coatings with considerable drug
eluting capabilities.

HAp coated stainless steel and cobalt-chromium coronary stents
were evaluated through in vivo tests in rabbit iliac arteries to
determine implant safety and tissue response.  Stents were
examined after 3 days to determine both sub-acute thrombosis and
the overall short-term response.  Another group of animals was
dedicated to the analysis of neointimal hyperplasia and
medium-term healing effects 28 days after implantation.

MIV Therapeutics collaborated with DISA Vascular (Pty.) Ltd., to
plan and supervise the study. DISA Vascular has a successful
record in the design and development of coronary and peripheral
arterial stents.  The animal trial titled "In Vivo testing of
Hydroxyapatite-coated Stents" was conducted at the University of
Cape Town.  The histology studies were supervised by Dr. Benedict
J. Page, Ph.D., at the Department of Anatomy and Histology,
Faculty of Health Sciences of Stellenbosch University, South
Africa.  Neither of these institutions, nor the investigators
involved in the above study, had any vested interest in the
sponsors of the study.  The study was conducted in line with
recommendations provided in U.S. FDA 21 CFR, part 58, GLP
(Good Laboratory Practices) regulations, ISO 14630: 1997, EN
12006-3:1999 prEN 14299: 2001 and additional guidelines provided
by leading stent researchers (Scwartz and Edelman, Circulation
2002;106:1867-1873), in compliance with CE Mark and FDA
requirements.

Dr. Page noted: "Acute vessel injury and the physical presence of
a stent in the vasculature stimulate the recruitment of
inflammatory cells to the site of injury, the migration and
proliferation of smooth muscle cells and resultant neointimal
hyperplasia. These processes present tremendous opportunities for
novel stent coatings such as MIV Therapeutics' hydroxyapatite
coating. The histology results in this study have shown that the
stent coating does not cause any adverse arterial response and has
demonstrated safety in the rabbit model."

Dr. Greg Starke, Ph.D., of DISA Vascular summarized: "The tests
showed that the hydroxyapatite-coated stents passed all defined
safety criteria and there were no signs of excessive inflammation,
thrombosis or other adverse reactions to the coating."

Alan Lindsay, Chairman, President and CEO of MIVT commented, "We
are excited by the positive outcome of these preliminary animal
studies which were executed and validated by independent experts
in our field of investigation. The successful completion of these
studies performed on our proprietary nano-film coating marks
another critical milestone in the history of our company. The
results support our firm belief in the exceptional performance of
our biocompatible coating technologies. We are now ready to
proceed to the next phase of development that will bring us closer
to the commercialization of our coating technology."

                  About DISA Vascular (Pty.) Ltd.

DISA Vascular (Pty) Ltd., is an ISO 9001 and EN ISO 13485
certified company that specializes in the design and development
of stents and related technologies, and has expertise in
performing preclinical evaluations of stents and stent coating
technologies, facilitated by research relationships with top
research institutions in South Africa.

                 About the Stellenbosch University

Stellenbosch University is a leading academic and scientific
research institution in South Africa. The University is ranked
among the top four higher education institutions in South Africa
in research productivity and is the forerunner in South Africa in
establishing industry partnerships mostly through the South
African government-supported funding.

                  About the University of Cape Town

The University of Cape Town is one of the leading research
universities in South Africa due to the high number of researchers
seen as world leaders in their fields. UCT's Faculty of Health
Sciences is the oldest medical school in Southern Africa and,
together with Groote Schuur Hospital, has been responsible for the
world's first heart transplant in 1967, and for pioneering
research that led to the development of the CAT scanner and the
resultant award of the Nobel Prize in Physiology or Medicine to
Allan Cormack in 1979.

                     About MIV Therapeutics

MIV Therapeutics is developing a "next generation" line of
advanced biocompatible coatings for passive and drug-eluting
application on cardiovascular stents and other implantable medical
devices. MIV's ultra-thin coating has been designed to inhibit
inflammatory response and restenosis. A Collaborative Research
Agreement (CRA) between MIVI and the University of British
Columbia received a research and development grant from the
Natural Sciences and Engineering Research Council of Canada
(NSERC) in 2002 for the development of HAp as a drug eluting
coating. Hydroxyapatite is a biocompatible, porous material that
makes up the bone mineral and the matrix of teeth. It is widely
used as a bone substitute material and for coating implantable
fixation devices in orthopedic, dental and other applications.
MIVT's ultra-thin coating formulation is designed primarily to
protect surrounding tissue from the chemical interaction of metal
stents. The Company has progressed to the next development stage,
which is expected to finalize the drug-eluting research and
development program.

                     Going Concern Doubt

As reported in the Troubled Company Reporter on August 10, 2004,
the report of MIV Therapeutics, Inc.'s former accountants,
Morgan & Company, noted that MIV has suffered losses from
operations and has a working capital deficiency that raises
substantial doubt about its ability to continue as a going
concern.


NORTEL NETWORKS: Twenty-Six Customers Adopt Networking Solutions
----------------------------------------------------------------
Nortel Networks (NYSE:NT)(TSX:NT) reported that key customers in a
number of industries and from across the globe who are adopting
networking solutions that enable multimedia applications to be
shared across an enterprise seamlessly.  The benefit is the
elimination of geographic constraints so that employees who travel
or are located at branch offices, home offices and other areas
outside of the headquarters facilities can have a work presence
virtually identical to that of their headquarters-based
counterparts.

Nortel Networks presented a collection of new communications
solutions designed to enable further freedom from geographic
restraint for enterprise workers

Industry-leading companies, government entities and institutions
worldwide are deploying these solutions to increase productivity
and integrate more tightly with customers, partners and
stakeholders, including:

   * Andrade Gutierrez;
   * Barton HealthCare System;
   * BASF;
   * Cadence Design Systems;
   * City of Coquitlam;
   * City of Seattle;
   * Erlanger Health System;
   * Federal Express Institute of Technology at the University of
     Memphis;
   * Franklin W. Olin College of Engineering;
   * Greater Manchester Police;
   * Kaiser Permanente;
   * Korean Broadcasting Service;
   * Universidade Metodista;
   * Memorial Healthcare;
   * Monster Worldwide Technologies;
   * Nomura International Plc.;
   * San Francisco Giants;
   * Sigue Corp.;
   * Sixbell;
   * SK Telecom;
   * State of Washington;
   * Sutter Health;
   * Texas A&M University;
   * University of Connecticut, School of Business; and
   * the Virginia State Police.

"Regardless of what industry vertical an entity serves, the
ability to tightly integrate the extended workforce, customers,
partners and constituents enables a more responsive enterprise,"
said Zeus Kerravala, vice president, Enterprise Infrastructure,
Yankee Group.  "In the private sector, that provides the impetus
for greater customer loyalty, thus providing greater market
differentiation.  For government customers, it enables them to
serve the populace in the most responsive manner possible,
increasing collaboration to provide better and more responsive
municipal services.  The Virtual Enterprise is a powerful tool for
those who have adopted this approach and represents the future of
how enterprises will conduct business."

The virtual enterprise solution based on Nortel Networks MCS 5100
has enabled Monster Worldwide Technologies to provide
collaborative multimedia communication services to a
geographically distributed workforce, including remote workers.
Monster Worldwide Technologies is the parent company of
Monster(R), the leading global online careers property, and is the
world's largest Yellow Pages advertising agency, one of the
world's largest recruitment advertising agency networks, and a
provider of direct marketing services.

"The ability for our people to communicate with one voice,
regardless of where they are and how they connect to the network,
enables us to serve our customers with unprecedented familiarity,
and that leads to unprecedented loyalty," said Brian Farrey,
president, Monster Worldwide Technologies.  "Nortel Networks MCS
5100 provides the most innovative set of applications to deliver
truly consolidated, multimedia capabilities in a well-designed
comprehensive solution."

Healthcare companies are realizing the benefits of the Virtual
Enterprise as well.  Erlanger Health System has teamed with Nortel
Networks to help healthcare professionals better serve their
patients and provide a more responsive information system that
provides critical data where it is needed in a timely fashion.
Drawing together the many campuses and facilities of the Erlanger
Health System enables them to operate as a single entity to ensure
that patient information can be sent to the proper authority
without undue delay, which is of particular importance in the
healthcare industry.  The cost savings from the deployment was
another key benefit.

"Teaming with Nortel Networks has allowed us to put the
information tools in the hands of our staff to improve patient
care and that is the most important consideration in this
industry," said John Haltom, Erlanger Health System.  "After we
deployed the gear, it was obvious that it was not only a nice fit
for our organization but ultimately and -- most importantly --
would greatly reduce the cost of providing services to our staff
and community.  Our biggest benefit was the immediate feeling that
we -- our IT staff -- are now in control of the network, not the
other way around."

Tom Ogg, vice president and chief information officer, Memorial
Healthcare, said, "We are very excited about this new technology.
It allows us to address our security concerns while accomplishing
our goals of providing timely, mobile, and comprehensive
healthcare information at the patient's bedside.  It helps us
increase our quality of care by increasing our speed of care."

Government agencies are better equipped to serve their
constituents and maximize stewardship of public funds by adopting
this approach.  The City of Seattle is a national leader in its
use of technology to inform and engage citizens in governmental
affairs.  The City chose Nortel Networks as a key partner in
executing their mission of providing Seattle's citizens with
increased access to City staff, departments, agencies and their
services.

"The City operates as a virtual contact center in the
constituent's eyes, so we count on our communications technologies
to help us enable voice, data, and contact center solutions that
make sense. Using these technologies, the City can be more
responsive to the needs of our citizens and improve communications
across departments. Nortel products are used extensively to meet
these goals," said Dean Louis Arnold, Director of Communications
Technologies - Information Technology, City of Seattle.

The City of Coquitlam, a fast-growing, affluent city in British
Columbia, Canada, strives to be a leader and innovator in
delivering municipal services.  "We needed a completely new
network with leading-edge technologies to support our vision,"
said Rick Adams, manager of Information and Communications
Technology, City of Coquitlam.

That leading-edge technology came from Nortel Networks
Communications Server 1000 Release 4.0, converging widespread city
departments and facilities into a unified communication network
with new levels of convenience, productivity and performance for
city employees and residents and saving an estimated CDN $250,000
a year in operational expense, Adams said.

Leading educational institutions are also providing greater
integration among stakeholders by adopting the Virtual Enterprise.
Texas A&M University is using Nortel Networks equipment to provide
collaborative capabilities for researchers, faculty, staff and
students, enabling them to tap the Internet to further the goals
of education.

Universidade Metodista de Sao Paulo has been upgrading their
network and plans to implement Nortel Networks IP multimedia
solutions to enable new academic management applications that will
allow students and faculty to interact with the University and
among themselves, through theme forums and other collaborative
tools. The University will also offer new specialization courses
based on the Internet (e-learning), IP telephony service, video
streaming and inclusion of its students' projects via the Internet
like the Radio Metodista, programming produced by its Radio and TV
production students.

"Besides the new services, the new infrastructure will also offer
improved security, improved time of response and enable new
projects like Business Intelligence, previously limited by the
network capability," said Celso Ide, project manager for the
University.

Mauricio Pelanda, Telecom and Networks manager, Universidade
Metodista said, "In a Virtual Enterprise environment, our students
and staff can access the network at anytime, no matter where they
are.  This level of mobility and flexibility will truly enhance
the educational experience at our University."

Franklin W. Olin College of Engineering's Virtual Enterprise will
provide their faculty and students with Nortel Networks converged
desktop capabilities, allowing them to access their networks
regardless of time, location or device. "As one of the top
engineering schools, we need to ensure that we employ the cutting-
edge technologies to ensure our faculty and students have access
to the resources they need to conduct research and study in a
highly-competitive environment," said Joanne Kossuth, chief
information officer, Franklin W. Olin College of Engineering.
"That includes students cross registering from institutions that
we have articulation agreements with. Our ability to recruit and
retain the nation's best and brightest is predicated on our
ability to not only offer a top-notch curriculum, but also to
implement the network resources that enable us to 'walk the walk'
when it comes to demonstrating the promise of technology in higher
education and providing the resources for cutting-edge study and
research."

Creating one of the most technologically-advanced business schools
in New England, the University of Connecticut School of Business
US$27 million research and learning Financial Accelerator
Laboratory provides students with multimedia and Web capabilities
to support a variety of advanced eLearning programs focused on
cutting-edge financial research.  "The multimedia networking
solution will really differentiate our Business School, creating
the most cutting-edge facilities for our students and faculty to
break new ground in financial research and modeling," said Michael
Vertefeuille, IT director, University of Connecticut School of
Business.

Federal Express Institute of Technology at the University of
Memphis is using MCS 5100 to provide a collaborative environment
among its researchers and scientists to become the 'Workplace of
the Future.'  By provisioning IP Telephony and multimedia
applications to all staff, researchers can now use their laptops
and answer their phones from a single number regardless of
location - office, lab or even a hotel room.  With the
implementation of MCS 5100, all users can easily set up
applications, including videoconferencing, instant messaging,
white boarding and file exchange.

As a global innovation leader, Nortel Networks enriches consumer
and business communications worldwide by offering converged
multimedia networks that eliminate the boundaries among voice,
data and video.  These networks use innovative packet, wireless,
voice and optical technologies and are underpinned by high
standards of security and reliability. For both carriers and
enterprises, these networks help to drive increased profitability
and productivity by reducing costs and enabling new business and
consumer services opportunities. Nortel Networks does business in
more than 150 countries.  For more information, visit Nortel
Networks on the Web at http://www.nortelnetworks.com/

                         *     *     *

As reported in the Troubled Company Reporter on August 18, 2004,
the Integrated Market Enforcement Team of the Royal Canadian
Mounted Police recently advised Nortel that it will commence a
criminal investigation into the Company's financial accounting
situation.

As reported in the Troubled Company Reporter on August 12, 2004,
Nortel's directors and officers, and certain former directors and
officers are facing allegations from certain shareholders in the
U.S. District Court for the Southern District of New York that the
directors and officers breached fiduciary duties owed to the
Company during the period from 2000 to 2003.


NRG ENERGY: Inks Pact to Sell Kendall Generating Station in Ill.
----------------------------------------------------------------
NRG Energy, Inc., (NYSE:NRG) has reached an agreement for the sale
of its 1,160 megawatt generating plant in Minooka, Illinois to an
affiliate of LS Power Associates, L.P.  NRG has the right to
reacquire a 40 percent interest in the project within a 10-year
period, for a nominal amount.

The transaction will result in the deconsolidation of
approximately $450 million in debt from NRG's consolidated balance
sheet.  In addition, NRG will receive $1 million in cash proceeds.
The transaction is expected to close during the fourth quarter of
2004, subject to completion of conditions precedent, including
obtaining necessary lender consents and regulatory approvals.
Given NRG's right to reacquire the 40 percent interest in the
project, the transaction will be treated as a partial sale for
accounting purposes.  NRG expects to record a nonrecurring non-
cash loss in the third quarter of approximately $22 million as a
result of this agreement.

"The sale of Kendall, once completed, will mark another major
milestone in our effort to reduce the debt on NRG's balance sheet,
while preserving the strength of our portfolio in our core
regions," said David Crane, NRG's President and Chief Executive
Officer.  "With the sale of Kendall, we are nearing the end of our
noncore asset divestment initiative enabling us to focus on
managing our core assets intensively, implementing further cost
control measures and seeking to enhance our ability to supply the
load serving entities in our core regions."

LS Power Associates, L.P., is managed by LS Power Development,
LLC, and is the business successor to LS Power Corporation and LS
Power, LLC.  LS Power and its predecessors have developed and
owned over 5,000 MW of generation capacity with an aggregate cost
basis of approximately $2.9 billion.

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


OREGON STEEL: Files Registration Statement for Proposed Offering
----------------------------------------------------------------
Oregon Steel Mills, Inc., (NYSE:OS) filed a registration statement
on Form S-3 with the U.S. Securities and Exchange Commission
relating to a proposed public offering of 7,500,000 shares of its
common stock and an additional 1,125,000 shares that may be
purchased by the underwriters to cover over-allotments.  All of
the shares will be issued and sold by the Company.

The Company intends to use the net proceeds from the offering to
satisfy the obligation in connection with the Settlement of the
labor dispute at its majority-owned CF&I Steel L.P. d.b.a. Rocky
Mountain Steel Mills, and to construct a spiral weld pipe mill at
an estimated cost of $35 million, for general corporate purposes,
among others.

A registration statement relating to these securities has been
filed with the SEC but has not yet become effective.  The
securities may not be sold under this registration nor may offers
to buy be accepted prior to the time the registration statement
becomes effective.

This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
these securities in any state in which such offer, solicitation or
sale would be unlawful prior to registration or qualification
under the securities laws of any such state.  The registration
statement and all other SEC filings by the Company are available
for review at http://www.sec.gov/A written prospectus, when
available, meeting the requirements of Section 10 of the
Securities Act of 1933 may also be obtained from:

               L. Ray Adams
               Vice President Finance
               Oregon Steel Mills, Inc.
               1000 SW Broadway, Suite 2200
               Portland, Oregon 97205

Oregon Steel Mills, Inc., is organized into two divisions.  The
Oregon Steel Division produces steel plate, coil, welded pipe and
structural tubing from plants located in Portland, Oregon, Napa,
California and Camrose, Alberta, Canada.  The Rocky Mountain Steel
Mills Division, located in Pueblo, Colorado, produces steel rail,
rod, bar, and tubular products.

                        *     *     *

As reported in the Troubled Company Reporter on May 28, 2004,
Standard & Poor's Ratings Services revised its outlook on Oregon
Steel Mills, Inc., to stable from negative.  At the same time,
Standard & Poor's affirmed its ratings on the Portland, Oregon-
based company.  The company has about $310 million in total debt.

"The outlook revision reflects the improvement to the company's
financial profile due to the strong and rapid rebound in the steel
industry," said Standard & Poor's credit analyst Paul Vastola.
Favorable market conditions should remain at least through most of
2004 and enable the company to bolster its liquidity and financial
performance.

The corporate credit rating on OSM is affirmed at 'B'.  Also
affirmed are the 'B' rating on the company's $305 million first
mortgage notes due 2009, and the 'B+' rating on a $65 million
senior secured credit facility due June 30, 2005.


OREGON STEEL: Completes Final Settlement of Labor Dispute Pact
--------------------------------------------------------------
Oregon Steel Mills, Inc., (NYSE:OS) finalized the settlement of
the labor dispute at its majority-owned CF&I Steel L.P. d.b.a.
Rocky Mountain Steel Mills.  The Settlement ends a labor dispute
that has been ongoing for more than six years between RMSM and the
United Steelworkers of America and implements new five-year
collective bargaining agreements.

The Settlement was conditioned on:

   (1) its approval by stockholders of New CF&I, Inc., a
       majority-owned subsidiary of the Company and the general
       partner of RMSM;

   (2) ratification of new collective bargaining agreements
       between RMSM and the Union;

   (3) approval of the Settlement by the National Labor Relations
       Board and the dismissal of cases pending before the NLRB
       related to the labor dispute; and

   (4) various pending legal actions between the Company, New CF&I
       and RMSM and the Union being dismissed.

The Settlement resulted in the dismissal of all court actions
between the Company and the Union and the NLRB's issuance of an
Order Withdrawing Complaints and Conditionally Approving
Withdrawals of Charges related to the labor dispute and includes
the ratification of new five-year collective bargaining agreements
at RMSM.  The Settlement called for the establishment of a trust
and on September 10, 2004, the Rocky Mountain Steel Mills --
United Steelworkers of America Back Pay Trust was established. As
part of the tentative settlement, the Company, on behalf of RMSM,
had originally planned to issue four million shares of Company
common stock to the Trust.  On September 10, 2004, the parties
agreed instead that the Trust would receive cash in an amount
equal to the gross proceeds from the sale of four million shares
of Company common stock in an underwritten stock offering.  The
Company, after consultation with the Union, will determine the
price at which the four million shares of common stock will be
sold in the offering.  The other terms and conditions of the
Settlement have not changed from those disclosed in the Company's
quarterly report on Form 10-Q for the quarter ended June 30, 2004.
For additional details of the Settlement please review the
Company's Registration Statement on Form S-3 filed today with the
Securities and Exchange Commission.

As in prior quarters, the Company will continue to adjust the
Settlement charges for the change in the price of the Company's
common stock through the date of pricing of the offering.  In
addition, as previously disclosed, the Settlement includes an
early retirement option with immediate enhanced pension benefit
for certain bargaining unit employees, based on seniority.  As
employees accept the early retirement benefits, the Company
expects to record an additional charge during the remainder of
2004 estimated at approximately $6.8 million related to these
benefits.  The enhancements to pension and post retirement medical
benefits for non-early retirees will be accounted for
prospectively on the date at which plan amendments occur pursuant
to the new five-year collective bargaining agreements in
accordance with SFAS No. 87 and SFAS No. 106.

Oregon Steel Mills, Inc., is organized into two divisions. The
Oregon Steel Division produces steel plate, coil, welded pipe and
structural tubing from plants located in Portland, Oregon, Napa,
California and Camrose, Alberta, Canada.  The Rocky Mountain Steel
Mills Division, located in Pueblo, Colorado, produces steel rail,
rod, bar, and tubular products.

                        *     *     *

As reported in the Troubled Company Reporter on May 28, 2004,
Standard & Poor's Ratings Services revised its outlook on Oregon
Steel Mills Inc. to stable from negative.  At the same time,
Standard & Poor's affirmed its ratings on the Portland, Oregon-
based company.  The company has about $310 million in total debt.

"The outlook revision reflects the improvement to the company's
financial profile due to the strong and rapid rebound in the steel
industry," said Standard & Poor's credit analyst Paul Vastola.
Favorable market conditions should remain at least through most of
2004 and enable the company to bolster its liquidity and financial
performance.

The corporate credit rating on OSM is affirmed at 'B'. Also
affirmed are the 'B' rating on the company's $305 million first
mortgage notes due 2009, and the 'B+' rating on a $65 million
senior secured credit facility due June 30, 2005.


OWENS CORNING: Uses Intelligroup's SAP's CRM 3.0 for HOMExperts
---------------------------------------------------------------
Intelligroup, Inc., (Nasdaq: ITIG), a leading global provider of
strategic IToutsourcing services, reported the successful
implementation of SAP's CRM 3.0 for HOMExperts, the home
improvement, maintenance and repair division of Owens Corning.
Intelligroup worked with Owens Corning to integrate disparate
customer billing information into their core CRM system to
significantly improve customer service, cost tracking, and
accounts payable and receivable controls.

"Effectively managing our customer contracts is fundamental to our
business success and essential for our growth," said Paul Fortner,
Director Enterprise Architecture at Owens Corning.  "Intelligroup
was instrumental in our strategy to create a new, robust CRM
system that allows us to better manage regional, line-of-business,
and job cost profitability for competitive advantage."

Intelligroup upgraded CRM functionality to support customer
contract management and work scheduling, including job tracking,
revenue/cost planning, payroll hours, and billing.  SAP R/3
Financials, Controlling, and Material Management modules were
implemented throughout nine U.S. locations to provide purchasing
and inventory management functionality.  SAP CRM and R/3 were
integrated with BW 3.0 to provide business intelligence reporting.

Technical development was supported by Intelligroup's offshore
Advanced Development Center (ADC) in Hyderabad, India.  By
leveraging Intelligroup's onsite/offshore delivery model, the
aggressive four-month delivery schedule was cost-effectively met
without compromise to quality.

"Clients like Owens Corning are often surprised by how significant
business process improvement results can be with CRM systems,"
said Santosh Menon, Director, CRM Practice, Intelligroup, Inc.
"It's gratifying to work on strategic projects like these that
have such an impact on our clients' businesses."

                       About Intelligroup

Intelligroup is a strategic outsourcing partner to the world's
largest companies.  Its proven onsite/offshore delivery model has
enabled hundreds of customers to accelerate results and reduce
costs by up to 50 percent.  With deep expertise in industry-
specific enterprise solutions, Intelligroup has earned a
reputation for consistently exceeding client expectations.
Intelligroup develops, implements and supports IT solutions for
some of the largest U.S. school systems and global corporations
including Colgate Palmolive, Eastman Chemical, Hitachi and
Steelcase.

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)


PARMALAT USA: Taps Mahoney Cohen & Company as Accountants
---------------------------------------------------------
Parmalat USA Corporation and its U.S. debtor-affiliates sought
permission from the U.S. Bankruptcy Court for the Southern
District of New York to employ Mahoney Cohen & Company, CPA, P.C.,
as their accountants, nunc pro tunc to July 26, 2004.

As reported in the Troubled Company Reporter on September 7, 2004,
Mahoney will:

   -- provide tax compliance services, consisting of preparation
      of 2003 and 2004 federal, state and local corporate tax
      returns, tax consulting services;

   -- represent the U.S. Debtors before various taxing
      authorities;

   -- perform an audit of the Debtors' financial statements for
      the year ended December 31, 2004, and, if needed, the year
      ended December 31, 2003; and

   -- perform any other services that it deems necessary in its
      role as accountants to the Debtors or that may be requested
      by the Debtors or their professionals.

The U.S. Debtors believe that Mahoney is well qualified and able
to represent them in a cost-effective, efficient and timely
manner.  Since July 26, 2004, Mahoney has provided substantial
work for the Debtors, including an analysis of net operating
losses, an analysis of the tax consequences of various prepetition
transactions, and tax compliance work.  Mahoney has also worked
with various government agencies, including the Internal Revenue
Service -- which is currently conducting an audit of the Debtors
-- the State of New York, and the State of New Jersey to represent
the Debtors' interests.

Mahoney is a middle market certified public accounting and
management consulting firm in the New York metropolitan area that
has been ranked among the top 35 CPA firms nationally.  Mahoney
promotes its audit services as rigorous and thorough, with
stringent quality controls that conform to generally accepted
auditing standards.  The firm's audit methodology analyzes a
company's business within the context it its industry, providing a
value-added service, looking for areas where savings can be
realized, cost controls can be introduced and unforeseen business
opportunities may exist.  Mahoney also provides a wide range of
tax compliance and planning solutions to businesses, trusts,
private foundations and individuals, ensuring compliance
requirements are fulfilled while every opportunity to minimize tax
liabilities is explored.

Steven E. Golden, a partner and director of Bankruptcy Taxation at
Mahoney, will lead the Mahoney team assigned to the U.S. Debtors.
Mr. Golden is a certified public accountant and a licensed
attorney with extensive experience working with insolvent
businesses ranging in size from small, privately held companies to
large, publicly traded corporations throughout the United States.
Before joining Mahoney, Mr. Golden was a tax partner and director
of Bankruptcy Taxation at BDO Seidman, LLP.  He has worked closely
with bankruptcy attorneys and trustees on various issues relating
to the liquidation or reorganization of bankrupt companies,
including the cases of Starter Corp., Loehmanns, Inc., Artha
Management, Sasson Jeans and Cuyahoga.  Mr. Golden has also been
called upon to provide expert testimony in numerous matters,
including Celotex's bankruptcy litigation.  Mr. Golden is a
published author and noted speaker.

The U.S. Debtors will compensate Mahoney for its services in
accordance with the firm's normal hourly rates:

        Professional                          Hourly Rate
        ------------                          -----------
        Shareholders and directors            $365 - 435
        Managers and senior managers           210 - 280
        Senior accountants and staff           115 - 205

The Debtors will also reimburse the firm for all reasonable and
necessary out-of-pocket expenses.

Mahoney has agreed to cap the fees for the tax compliance services
relating to the year ended December 31, 2003 at $45,000.

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


PATHMARK STORES: S&P Shaves Corp. Credit Rating One Notch to B+
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Pathmark
Stores Inc.  The corporate credit rating was lowered to 'B+' from
'BB-'.  The downgrade reflects Pathmark's continued disappointing
results and weaker credit measures.  The outlook is negative due
to the continued highly competitive environment and deteriorating
operating profitability trends.

Pathmark reported disappointing second-quarter results.  While
same-store sales grew 1.3% for the quarter and total sales
increased 1.6% year over year, operating margins were hurt
significantly by increased promotional activity, higher SG&A
costs, higher health care expenses, and continued higher prices of
dairy and protein products.  Gross profit margins declined by 30
basis points to 28%, and operating margins declined to 1.4% for
the quarter.  Trailing 12-month operating lease-adjusted EBITDA
margins declined to 5.3%, from 5.8% at the end of 2003. As a
result, credit measures deteriorated: Lease-adjusted debt to
EBITDA is now at 4.7x and EBITDA coverage of interest it at 2.1x
on a trailing 12-month basis.

"We anticipate that credit measures will continue to weaken as the
year progresses, especially since management recently lowered its
2004 guidance," said Standard & Poor's credit analyst Stella
Kapur.  While the same-store sales forecast remained at flat to
1%, EBITDA is now anticipated to be $154 million-$165 million,
compared with prior guidance of $170 million-$180 million.  Given
expectations that the competitive environment will remain
challenging and that management will continue with its aggressive
promotional activities, Standard & Poor's anticipates EBITDA will
likely be at the lower end of the company's guidance.  In
addition, free cash flow is expected to be modestly negative
during the next two years as the company maintains increased
levels of capital expenditures to improve its store base.

The ratings on Pathmark reflect the company's participation in the
highly competitive supermarket industry, its regional
concentration, and its continued need to make improvements to its
store base since its emergence from bankruptcy in September 2000.
These risks are mitigated by the company's good market position in
the greater New York metropolitan area.


RCN CORP: Wants Court to Set Solicitation & Voting Procedures
-------------------------------------------------------------
RCN and its debtor-affiliates ask the U.S. Bankruptcy Court for
the Southern District of New York to establish procedures for the
solicitation and tabulation of votes to accept or reject their
Reorganization Plan.  The Debtors also ask the Court to approve:

   * ballot forms for submitting Plan votes;

   * the proposed deadline for submission of ballots;

   * the solicitation packages and non-voting packages and
     the procedures for distribution to creditors and other
     parties-in-interest; and

   * the proposed record date for Plan voting.

                  Record Date & Voting Deadline

Pursuant to Section 105(a) of the Bankruptcy Code, the Debtors
ask the Court to set the date that is two days before the
Disclosure Statement Hearing as the record date for determining:

      (i) creditors and equity holders entitled to receive
          Non-Voting Packages; and

     (ii) creditors entitled to vote to accept or reject the
          Plan.

Plan votes will be due five days before the hearing to consider
the confirmation of the Plan.  The Debtors may extend the Voting
Deadline, if and when necessary.

                 Solicitation Packages & Ballots

Within five Business Days after the Court approves the Disclosure
Statement, the Debtors will mail:

(A) To the holders of Claims in Classes 3, 5 and 7, and all
    parties identified on the Master Service List, including the
    Office of the United States Trustee and the counsel for the
    indenture trustees for the Debtors' outstanding debt
    securities, a solicitation package containing:

    (a) a notice of:

        * the Plan Confirmation Hearing;

        * the deadline and procedures for filing objections to
          confirmation of Plan;

        * deadline and procedures for temporary allowance of
          claims for voting purposes;

        * treatment of certain unliquidated, contingent or
          disputed claims for notice and voting purposes;

        * Solicitation Record Date;

        * Voting Deadline; and

        * the releases;

    (b) a notice and procedures for assuming or rejecting
        executory contracts and unexpired leases;

    (c) a copy of the Disclosure Statement and the Plan and
        related exhibits; and

    (d) the Order approving the Disclosure Statement.

    The Solicitation Package for Creditors holding Claims in
    Classes 3, 5 and 7 will also include a ballot and a pre-
    addressed, postage-prepaid return envelope, appropriate for
    the specific creditor.

(B) To the holders of Claims in Classes 1, 2, 4 and 6, and the
    holders of Claims or Interests in Classes 8, 9 and 10, a
    solicitation package containing copies of:

    (a) the Confirmation Hearing Notice; and

    (b) a notice of non-voting status with respect to
        Unimpaired Class 1 Other Priority Claims, Class 2 Bank
        Claims, Class 4 Other Secured Claims, and Class 6
        Subsidiary General Unsecured Claims to holders of Claims
        in Classes 1, 2, 4 and 6; or

    (c) the notice of non-voting status with respect to Impaired
        Class 8 Equity Interests, Class 9 Subordinated Claims,
        Class 10 Warrant Interests, to holders of Claims or
        Interests in Classes 8, 9 and 10.

(C) A copy of the Confirmation Hearing Notice to:

    (a) any known holder of an Administrative Claim;

    (b) any known holder of a Priority Tax Claim;

    (c) all 50 state attorneys general and secretaries of
        state;

    (d) ordinary course professionals or professionals retained
        by the Debtors;

    (e) workers' compensation agencies;

    (f) relevant regulatory agencies;

    (g) the Pension Benefit Guarantee Corporation; and

    (h) parties whose executory contracts or unexpired leases are
        being assumed or assumed and assigned or rejected.

The Confirmation Hearing Notice will direct anyone wishing to
review the Disclosure Statement or the Plan to (i) access
http://www.rcnplan.com/or (ii) call Financial Balloting Group
LLC at (646) 282-1800.  Thus, any party wishing to review the
complete Plan or the Disclosure Statement will have ample
opportunity to do so well in advance of the deadline for filing
and serving Plan Confirmation objections and before the Voting
Deadline.

Parties entitled to vote on the plan will receive the
Solicitation Package, which includes a complete copy of the
approved Disclosure Statement and the Plan.  Non-Voting Parties
as well as other parties-in-interest wishing to review the Plan
and Disclosure Statement may obtain a copy of either or both
documents at the Debtors' expense.

To avoid duplication and reduce expenses, creditors who filed
duplicate claims in any given Class will receive only one
Solicitation Package and one Ballot for voting their Claims with
respect to that Class.  Similarly, Claimholders in Classes 1, 2,
4, 6, 8, 9 and 10, who have filed duplicate proofs of claim or
interest will receive only one Non-Voting Package with respect to
the Claims or Interests.

The appropriate Ballot forms will be distributed to the holders
of Claims in Classes 3, 5 and 7 who are entitled to vote on the
Plan:

   Ballot E-1   Ballot for Class 3 Evergreen Claims

   Ballot E-2   Ballot for Class 5 General Unsecured Claims,
                other than claims on account of the Senior
                Notes

   Ballot E-3   Beneficial Owner Ballot for Holders of 10%
                Senior Notes due October 15, 2007

   Ballot E-4   Beneficial Owner Ballot for Holders of 11-1/8%
                Senior Discount Notes due October 15, 2007

   Ballot E-5   Beneficial Owner Ballot for Holders of 9.8%
                Senior Discount Notes due February 15, 2008

   Ballot E-6   Beneficial Owner Ballot for Holders of 11%
                Senior Discount Notes due July 1, 2008

   Ballot E-7   Beneficial Owner Ballot for Holders of 10-1/8%
                Senior Notes due January 15, 2010

   Ballot E-8   Ballot for Class 7 Holders of Preferred
                Interests

Each Ballot is consistent with the appropriate official form and
satisfies the requirements of Rule 3017(d) of the Federal Rules
of Bankruptcy Procedure.  The Ballots also give notice of the
Voting Deadline.

The Debtors will distribute an election form to the holders of
Class 5 RCN General Unsecured Claims who are also holders of the
Senior Notes.  The Election Form will enable the holders of Class
5 Claims to make an election between receiving their Pro Rata
share of the New Common Stock or Cash equal to a certain
percentage of their RCN General Unsecured Claims -- the Cash
Component.  The Ballot for holders of Class 5 Claims who are not
holders of Senior Note Claims permits the holders to elect to
receive the Cash Component on their Ballot.  Accordingly, a
separate Election Form is not necessary for the holders of Class
5 Claims.

                  Procedures for Transmittal to
               Record Holders of Public Securities

Because of the complexity and difficulty associated with reaching
the beneficial owners of publicly traded securities, many of
which hold their securities indirectly in brokerage or other
custodian accounts and through several layers of ownership, the
Debtors will mail the Solicitation Packages and Non-Voting
Packages, as appropriate, to:

   (a) each holder of record of the Debtors' publicly held debt
       and equity securities as of the Solicitation Record Date;
       and

   (b) each bank, brokerage or other custodian firm or nominee
       -- Security Intermediary -- identified by the Debtors'
       voting agent as an entity through which beneficial owners
       indirectly hold Debt Securities or equity securities.

                    Labels for Record Holders

To facilitate the mailing, the Debtors ask the Court to compel:

    (i) JPMorgan Chase Bank, as administrative agent for the Bank
        Claims;

   (ii) HSBC Bank USA, as indenture trustee for the Senior
        Notes; and

  (iii) Mellon Investor Services, the transfer agent for the
        Common Stock -- or other trustee or transfer agent as may
        be presently maintaining the records -- to provide the
        Voting Agent, within three Business Days after the
        approval of the Disclosure Statement with the names,
        addresses, account numbers and holdings of the record
        holders as of the Solicitation Record Date, in electronic
        file on disc or via e-mail or, if not available
        electronically, in written form.

               Dissemination to Beneficial Holders

The Debtors ask the Court to direct the Security Intermediaries,
through which beneficial owners hold Debt Securities or equity
securities, to promptly distribute the Solicitation Packages and
Non-Voting Packages to the holders and cooperate with the Voting
Agent to accomplish the distribution.

          Voting by Beneficial Holders of Debt Securities

The Debtors ask the Court to authorize the appropriate Security
Intermediaries to obtain the votes of beneficial owners of Debt
Securities by:

   (a) forwarding the Solicitation Package to each beneficial
       owner of the applicable Debt Security for voting and
       include a postage-prepaid, return envelope provided by and
       addressed to the Security Intermediary so that the
       beneficial owner may return the completed beneficial owner
       Ballot to that entity; or

   (b) pre-validating the Ballot by signing it and by indicating
       on the Ballot the record holder of the Debt Securities
       voted, the principal amount and the appropriate account
       number and by forwarding the Solicitation Package along
       with the pre-validated Ballot to the beneficial owner of
       the Debt Security for voting, so that the beneficial owner
       may return the completed Ballot directly to the Voting
       Agent in the return envelope provided in the Solicitation
       Package.

If the Ballots forwarded by a Security Intermediary are not pre-
validated, the Security Intermediary will summarize the
individual votes of its beneficial owners from their beneficial
owner Ballots on an appropriate master Ballot, and then return
the Master Ballots to the Voting Agent for the Debtors' Debt
Securities.  This procedure adequately recognizes the complex
structure of the securities industry, enables the Debtors to
transmit materials to the holders of their publicly traded
securities, and affords the holders a fair and reasonable
opportunity to vote.

The appropriate Master Ballot forms will be distributed with
respect to Class 5:

   Master Ballot E-9   Master Ballot for Holders of the 10%
                       Senior Notes due October 15, 2007

   Master Ballot E-10  Master Ballot for Holders of the 11-1/8%
                       Senior Discount Notes due October 15,
                       2007

   Master Ballot E-11  Master Ballot for Holders of the 9.8%
                       Senior Discount Notes due February 15,
                       2008

   Master Ballot E-12  Master Ballot for Holders of the 11%
                       Senior Discount Notes due July 1, 2008

   Master Ballot E-13  Master Ballot for Holders of the 10-1/8%
                       Senior Notes due January 15, 2010

The Debtors will serve a copy of the Solicitation Procedures
Order on each indenture trustee and Security Intermediary
identified by the Voting Agent as an entity through which
beneficial owners hold  Debt Securities and equity securities to
ensure that they have advance notice of these procedures.  In
addition, the Debtors seek the Court's authority to reimburse the
entities for their reasonable out-of-pocket expenses incurred in
performing the tasks upon written request by the entities.

                No Notice or Transmittal Necessary

The Debtors will not to give notice or service of any kind to any
person to whom the Debtors have mailed notices and received the
notices or pleadings back marked as "undeliverable as addressed,"
"moved -- left no forwarding address," "forwarding order
expired," unless the Debtors have been informed in writing by
that person of its new address.

                  Procedures for Vote Tabulation

(A) Votes Counted

    Any Ballot timely received that contains sufficient
    information to permit the identification of the claimant and
    the vote cast will be counted and deemed to be cast as an
    acceptance or rejection, as the case may be, of the Plan.
    The failure of a holder of a Claim in Classes 3, 5 and 7 to
    deliver a duly executed Ballot will be deemed to constitute
    an abstention by the holder with respect to voting on the
    Plan.  The abstention will not be counted as a vote for or
    against the Plan.

    To avoid inconsistent treatment and provide guidance to the
    Debtors and the Voting Agent, each record holder or
    beneficial owner of any Debt Security who voted on the Plan
    will be deemed to have voted the full principal amount of its
    Claim relating to the Debt Security, notwithstanding anything
    to the contrary on any Ballot.

(B) Votes Not Counted

    These Ballots or Master Ballots will not be counted or
    considered for any purpose in determining whether the Plan
    has been accepted or rejected:

    (a) Any Ballot or Master Ballot received after the Voting
        Deadline;

    (b) Any Ballot or Master Ballot that is sent by facsimile
        transmission, is illegible, or contains insufficient
        information to permit the identification of the claimant;

    (c) Any Ballot that indicates neither an acceptance of the
        Plan nor a rejection, or indicates both an acceptance and
        rejection, of the Plan;

    (d) Any Ballot cast by a person or entity that does not hold
        a Claim in a Class that is entitled to vote on the Plan;

    (e) Any form of Ballot or Master Ballot other than the
        official form sent by the Voting Agent or a copy of it;

    (f) Any Ballot or Master Ballot without an original
        signature;

    (g) Any Ballot, other than a Master Ballot, that casts part
        of its vote in the same class to accept the Plan and part
        to reject the Plan; or

    (h) Any Ballot or Master Ballot received that the Voting
        Agent cannot match to an existing database record.

(C) Withdrawal of Vote

    Any party who has delivered a valid Ballot for the acceptance
    or rejection of the Plan may withdraw, subject to the
    Debtors' right to contest the validity of any withdrawal,
    the acceptance or rejection by delivering a written notice of
    withdrawal to the Voting Agent at any time before the
    Voting Deadline.  To be valid, a notice of withdrawal must:

    (a) contain a description of the Claim to which it relates
        and the aggregate principal amount represented by the
        Claim;

    (b) be signed by the withdrawing party in the same manner as
        the Ballot being withdrawn;

    (c) contain a certification that the withdrawing party owns
        the Claim and possesses the right to withdraw the Ballot
        sought to be withdrawn; and

    (d) be received by the Voting Agent before the Voting
        Deadline.

(D) Changing Votes

    Whenever two or more Ballots, including Master Ballots,
    are cast voting the same Claim before the Voting Deadline,
    the Ballot or Master Ballot dated latest but received prior
    to the Voting Deadline will be deemed to reflect the voter's
    intent and, thus, supersede any prior Ballots.  Nothing,
    however, will affect the Debtors' right to:

    (a) object to the validity of the second Ballot or Master
        Ballot on any basis permitted by law; and

    (b) if the objection is sustained, to count the first Ballot
        or Master Ballot for all purposes.

(E) No Division of Claims or Votes

    The Debtors propose that:

    (a) voting creditors may not divide their Claims or the votes
        associated with the claims, except as it may relate to
        the procedures with respect to Master Ballots;

    (b) holders of Claims who vote must vote all of their Claims
        within a particular class either to accept or reject the
        Plan; and

    (c) a Ballot partially accepting and partially rejecting the
        Plan will not be counted for any purpose.

(F) Procedures for Counting Ballots from Holders of Debt
    Securities

    Unless the Ballots are pre-validated, all Security
    Intermediaries through which beneficial owners hold Debt
    Securities will be required to receive and summarize on a
    Master Ballot all beneficial owner Ballots cast by the
    beneficial owners they serve and then return the Master
    Ballot to the Voting Agent.  Security Intermediaries will be
    required to retain for inspection by the Court the Ballots
    cast by beneficial owners for one year following the
    Solicitation Record Date.

    Votes cast by the beneficial owners through a Security
    Intermediary and transmitted by means of a Master Ballot will
    be applied against the positions held by the Security
    Intermediary as evidenced by the list of record holders of
    the applicable Debt Security, or through participation in a
    securities depository.  Votes submitted by a Security
    Intermediary on a Master Ballot will not be counted in excess
    of the position maintained by the respective Security
    Intermediary on the Solicitation Record Date.

    To the extent that conflicting votes or over-votes are
    submitted on Master Ballots or pre-validated ballots, the
    Voting Agent will attempt to resolve the conflicting votes or
    over-votes before the Voting Deadline to ensure that the
    votes of beneficial owners of Debt Securities are accurately
    tabulated.

    To the extent that the conflicting votes or over-votes are
    not reconcilable before the Voting Deadline, the Voting Agent
    will count votes in respect of the Master Ballots or pre-
    validated ballots in the same proportion as the votes to
    accept and reject the Plan submitted on the Master Ballots or
    pre-validated ballots that contained the conflicting votes or
    over-votes, but only to the extent of the applicable Security
    Intermediary's position on the Solicitation Record Date in
    the Debt Security.

    Security Intermediaries generally vote on behalf of the
    beneficial owners or entitlement holders for whom they hold
    securities.  The Master Ballots that they fill out merely
    reflect the voting instructions given by those beneficial
    owners or entitlement holders.  In this regard, the Debtors
    ask the Court to direct the Security Intermediaries to
    complete multiple Master Ballots.  The votes reflected by the
    multiple Master Ballots should also be counted, except to the
    extent that they are duplicative of other Master Ballots.  If
    two or more Master Ballots submitted are inconsistent in
    whole or in part, the latest Master Ballot received before
    the Voting Deadline will, to the extent of the inconsistency,
    supersede and revoke any prior Master Ballot.  The Debtors
    will retain their right to object to the validity of the
    second Master Ballot on any basis permitted by law and, if
    the objection is sustained, the first Master Ballot will then
    be counted.

                     Treatment of Holders of
                     Class 8 Equity Interests

Under the Plan, the holders of Equity Interests are not entitled
to, and will not receive or retain, any property or interest in
property on account of their Equity Interests.  However, upon the
affirmative vote of the holders of Class 5 RCN General Unsecured
Claims, whose claims are senior to those of the holders of Class
8 Equity Interests, the Plan provides that each holder of Equity
Interests will receive their Pro Rata share of New Warrants
representing about 0.25% of the Reorganized Debtors' outstanding
New Common Stock, subject to dilution.

The proposed distribution to Class 8 Equity Interests is the
product of a negotiated agreement between the Debtors, the Senior
Secured Lenders and certain holders of the Senior Notes. Absent
the agreement and affirmative vote of the holders of Class 5 RCN
General Unsecured Claims, the holders of Equity Interests would
not receive any distribution under the Plan because the valuation
of the Debtors set forth in the Disclosure Statement establishes
that the holders of these Interests are "out of the money."

Given that the holders of Equity Interests are not legally
entitled to a distribution under the Plan on account of their
interests, and consistent with the language in Section 1126(g),
Class 8 Equity Interests may be deemed to have rejected the Plan,
notwithstanding any distribution proposed for the Classes under
the Plan.

Accordingly, notwithstanding the "gift" they are to receive under
the Plan, the Debtors are not required to solicit the holders of
Class 8 Equity Interests.  The agreement of the holders of the
Senior Notes and other RCN General Unsecured Claims to permit a
distribution to the holders of Equity Interests should not result
in a requirement that the Debtors solicit votes from the holders.

Instead, the Debtors will provide the holders of Class 8 Equity
Interests with the Non-Voting Package and an opportunity to
object to the Plan.  This procedure will give the Class 8 Equity
Interests ample opportunity to voice their legitimate concerns to
the Plan, if any.

                  Temporary Allowance of Claims

Bankruptcy Rule 3018(a) provides in relevant part that
"[n]otwithstanding objection to a claim or interest, the court
after notice and hearing may temporarily allow the claim or
interest in an amount which the court deems proper for the
purpose of accepting or rejecting a plan."  The Debtors ask the
Court to direct affected claimants to file and serve Rule 3018(a)
Motions 20 days before the Confirmation Hearing.

Any party timely filing and serving a Rule 3018(a) Motion will be
provided a Ballot and permitted to cast a provisional vote.  If,
and to the extent that, the Debtors and the party are unable to
resolve the issues raised by the Rule 3018(a) Motion before the
Voting Deadline, the Rule 3018(a) Motion will be considered by
the Court at the Confirmation Hearing.  The Court will determine
whether the provisional Ballot should be counted as a vote on the
Plan and, the amount, if any, in which the party filing the Rule
3018(a) Motion will be entitled to vote.

           Unliquidated, Contingent or Disputed Claims

Creditors whose Claims were not scheduled or who hold Claims
which were scheduled as unliquidated, contingent or disputed are
required to timely file a proof of claim to be treated as
creditors with respect to the Claims for voting and distribution
purposes.  Otherwise, the creditors will be denied treatment with
respect to the Claims for purposes of:

      (i) voting on the Plan;

     (ii) receiving distributions under the Plan; and

    (iii) receiving notices, other than by publication.

Any Claim, or a portion of the Claim, to which an objection has
been filed before the Confirmation Hearing will neither be
entitled to vote on the Plan nor be counted in determining
whether the requirements of Section 1126(c) have been met with
respect to the Plan, unless:

   -- the Claim has been temporarily allowed for voting purposes;
      or

   -- the objection to the Claim has been resolved in favor of
      the creditor asserting the Claim.

For purposes of voting, the Debtors propose that the amount of a
Claim used to calculate acceptance or rejection of the Plan under
Section 1126 be:

   (a) the Claim amount that has been scheduled by the Debtors;

   (b) the liquidated amount specified in a proof of claim that
       was or is deemed timely filed under applicable law and any
       applicable Court orders and that was:

       -- not objected to; or

       -- otherwise allowed by a final Court order; or

   (c) the amount temporarily allowed by the Court for voting
       purposes pursuant to a Rule 3018(a) Motion.

The Ballots cast by holders of Claims who timely file proofs of
claim in wholly unliquidated or unknown amounts that are not the
subject of an objection filed before the Confirmation Hearing
will be counted for purposes of satisfying the numerosity
requirement of Section 1126(c).  The Ballots cast will not be
counted toward satisfying the aggregate amount, unless
temporarily allowed by the Court in a specific amount for voting
purposes pursuant to Rule 3018(a).

                       Confirmation Hearing

Pursuant to Bankruptcy Rule 3017(c), the Debtors ask Judge Drain
to schedule the Confirmation Hearing 60 days after the Disclosure
Statement is approved.  The Confirmation Hearing may be continued
or adjourned from time to time.  Parties who wish to object to
the confirmation of the Debtors' Plan must file their objections
10 days before the Confirmation Hearing Date.  Only timely filed
and served written objections will be considered.

The Debtors will publish the Confirmation Hearing Notice on or
before five days after the approval of the Disclosure Statement
in The Wall Street Journal, national edition.

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


ROGERS COMMS: Acquiring AT&T Wireless' Stake in Rogers Wireless
---------------------------------------------------------------
Rogers Communications, Inc., entered into an agreement with JVII
General Partnership, a partnership owned by AT&T Wireless
Services, Inc., whereby Rogers Communications has agreed to
purchase all of JVII's 27,647,888 Class A Multiple Voting shares
and 20,946,284 Class B Restricted Voting shares of Rogers Wireless
Communications Inc. for a cash purchase price of C$36.37 per
share.

Closing of the transaction is expected to occur on
October 13,2004, with Rogers Communications entitled to accelerate
that date upon written notice to JVII.  Upon closing, JVII will
convert the Class A shares into Class B shares of Rogers Wireless.
Also upon closing, the shareholders' agreement among Rogers
Communications, Rogers Wireless and JVII dated August 16, 1999, as
amended, and the registration rights agreements between RWCI and
JVII, also dated August 16, 1999, will terminate.

Under the purchase agreement, JVII has agreed that its consent is
not required under the shareholders' agreement in order for Rogers
Communications or Rogers Wireless to offer to purchase or acquire
shares or assets of Microcell Telecommunications, Inc.  This
provision is to enhance the flexibility of Rogers Communications
and Rogers Wireless as it pertains to their ongoing review of
current wireless industry developments and consolidation
activities and the related possibility of offering to purchase,
alone or with others, shares or assets of Microcell
Telecommunications, Inc.  Neither Rogers Communications nor Rogers
Wireless has made any decision in respect of any such matters and
there is no assurance that any such initiative will be pursued.

Rogers Communications plans to fund the approximate
C$1,767.4 million cash purchase price for the 48.6 million Rogers
Wireless shares through a bridge financing facility of up to two
years with a group of Canadian financial institutions.

AT&T Wireless' sale of its shares of Rogers Wireless does not
impact or change the extensive North American wireless voice and
data roaming capabilities between the companies.  Customers of
both Rogers Wireless and AT&T Wireless will continue to enjoy the
powerful benefits of seamless wireless roaming between Canada and
the U.S. on North America's largest combined GSM/GPRS network.

Rogers Communications currently owns 62,820,371 Class A Multiple
Voting shares representing approximately 69.4% of such class of
shares and 16,317,644 Class B Restricted Voting shares of Rogers
Wireless representing approximately 31.1% of such class of shares.
After giving effect to the purchase by Rogers Communications and
the conversion by JVII of the Class A shares, Rogers
Communications will own 62,820,371 Rogers Wireless Class A
Multiple Voting shares representing all of such class of shares
and 64,911,816 Rogers Wireless Class B Restricted Voting shares
representing approximately 80.9% of such class of shares.  Rogers
Communications will acquire ownership and control over all of such
shares and is not acting with any joint actor in connection with
the purchases or the ownership of such shares.

The Class A shares and Class B shares are being acquired for
investment purposes.  Rogers Communications has no current
intention of acquiring ownership of or control or direction over
any additional Class B shares.

Rogers Communications, Inc., (Moody's, B2, Senior Unsecured)
is a communications holding company that owns 100% of Rogers Cable
Inc., Canada's largest cable company, 56% of Rogers Wireless
Communications, Inc., which wholly owns Rogers Wireless Inc., one
of Canada's three largest wireless cellular operators, and 100% of
Rogers Media Inc., which owns radio, TV and publishing assets.
All companies are headquartered in Toronto, Ontario, Canada.


ROGERS COMMS: Moody's Reviewing Low-B Ratings & May Downgrade
-------------------------------------------------------------
The ratings of Rogers Communications, Inc., Rogers Wireless Inc.
and Rogers Cable, Inc., have all been put under review for
possible downgrade following Rogers Communications's announcement
of an agreement with AT&T Wireless Services Inc. to purchase AT&T
Wireless' 34% stake in Rogers Wireless Communications, Inc. --
sole owner of Wireless -- for approximately C$1.8 billion.

If funded only with debt, Moody's estimates that Rogers
Communications's consolidated net debt (including fair value of
derivatives) would increase to approximately C$7.9 billion at the
end of this year on a pro-forma basis.  At the same time the
estimated annualized interest expense of C$100 million associated
with the acquisition might drive Rogers Communications's
consolidated 2004 cash use (cash from operations less capital
expenditures and dividends) from approximately C$150 million to
C$250 million, in Moody's estimation.

The review will focus on:

   (1) Rogers Communications's plans to finance the acquisition;

   (2) the ability of Rogers Communications to freely move funds
       amongst itself and all of its subsidiaries, including
       Wireless; and

   (3) the potential for Rogers Communications or Rogers Wireless
       Communications to make a bid for Microcell
       Telecommunications, as recently announced by them to be a
       possibility.

To date, Moody's has analysed Rogers Communications, Cable and
Media on a combined basis and considered 56%-owned Wireless as an
investment with its own self-supported financing and little cash
flow implications between Wireless and Rogers Communications.  If
Rogers Communications increases its ownership position in Wireless
to 90%, Moody's will consider evaluating the companies on a
consolidated basis, bearing in mind any restrictions of the flow
of funds amongst the companies and recognizing that there are no
guarantees of debt between any of the companies.

Debt affected by this action:

   Rogers Communications Inc.

      (1) Senior Unsecured, rated B2:

          * Convertible Debentures

             -- 5.75% due November 2005 US$225 million

          * Senior Notes

             --  10.5% due February 2006 C$ 75 million

   Rogers Cable Inc.

      (1) Senior Secured, rated Ba2:

          * Senior Secured Second Priority Notes and Debentures

            --  10.0% due March 2005 US$292 million
            --  7.60% due February 2007 C$450 million
            --  7.875% due May 2012 US$350 million
            --  6.25% due June 2013 US$350 million
            --  5.50% due March 2014 US$350 million
            --  8.75% due May 2032 US$200 million

      (2) Senior Subordinated, rated Ba3:

          * Senior Subordinated Guaranteed Debentures

            --  11% due December 2015 US$114 million

   Rogers Wireless Inc.

      (1) Senior Secured, rated Ba3:

          * Senior Secured Notes

            --  10.5% due June 2006 C$160 million
            --  9.625% due May 2011 US$490 million
            --  9.75% due June 2016 US$155 million
            --  6.375% due February 2014 US$750 million

Rogers Communications, Inc., is a communications holding company
that owns 100% of Rogers Cable Inc., Canada's largest cable
company, 56% of Rogers Wireless Communications, Inc., which wholly
owns Rogers Wireless Inc., one of Canada's three largest wireless
cellular operators, and 100% of Rogers Media Inc., which owns
radio, TV and publishing assets.  All companies are headquartered
in Toronto, Ontario, Canada.


SEITEL: E&Y Resigns as Independent Accountants After 4-Year Tenure
------------------------------------------------------------------
Ernst & Young LLP has served as independent accountants and has
audited the consolidated financial statements of Seitel, Inc., for
each of the four years ended December 31, 2003.  On July 26, 2004,
E&Y informed Seitel that it would resign as independent
accountants for Seitel following the filing of Seitel's Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30, 2004, as
a result of E&Y's annual review of E&Y's client portfolio.  E&Y
did not consult with Seitel's audit committee regarding the
foregoing and, therefore, Seitel's audit committee did not
recommend or approve E&Y's decision to so advise Seitel.  Seitel's
audit committee has commenced an immediate search for a new
independent accountant.

                     Weak Internal Controls

In May 2004, E&Y advised Seitel's then audit committee and
management of an item that E&Y considered to be a reportable
condition and material weakness in Seitel's internal controls
under standards established by the American Institute of Certified
Public Accountants.  E&Y reported that during the first quarter of
2004, AICPA Statement of Position No. 90-7, "Financial Reporting
by Entities in Reorganization Under the Bankruptcy Code", required
an adjustment of $1 million of deferred issue costs in respect of
Seitel's $255 million outstanding principal amount of senior
unsecured notes.

Specifically, Seitel concluded and E&Y concurred that such
deferred issue costs should have been accelerated and expensed at
the time the senior notes became a claim "allowed" by the
bankruptcy court on March 30, 2004.  Additionally, certain
prepetition claims totaling $426,000 which Seitel disputes and
that are not probable of resulting in allowed claims should have
been correspondingly reduced at March 31, 2004.  Seitel amended
its Form 10-Q for the quarter ended March 31, 2004 to reflect
these adjustments.  The requirement to adjust the financial
statements for the quarter ended March 31, 2004 was viewed by E&Y
as requiring the issuance of a Report on Reportable Conditions and
therefore classified with respect solely to that issue, as a
material weakness in Seitel's internal controls.

These matters were discussed and reviewed among management,
Seitel's then audit committee and E&Y. Seitel assigned the highest
priority to addressing these matters and believes that it has
implemented appropriate procedures to ensure that any such
weakness that existed in the past does not recur in the future.
To strengthen Seitel's internal monitoring and oversight function,
and to further enhance its internal accounting and reporting
functions, Seitel hired a new chief financial officer in May 2004
with extensive corporate finance and accounting experience and
plans to continue to add additional staff in its internal
accounting department.  Seitel's professional accounting staff
participates in continuing professional education as required by
their applicable licensing authority.  Seitel's then audit
committee and its principal financial and accounting officers
undertook an extensive review of SOP 90-7, as well as relevant
accounting literature and technical journals on the subject, with
E&Y to ensure full awareness and understanding of the provisions
and applications of SOP 90-7, and such officers reviewed their
reporting and certification obligations under the Exchange Act and
the Sarbanes Oxley Act of 2002 and consulted in that report with
Seitel's outside counsel.  As a matter of practice in connection
with and prior to the filing of all future periodic reports,
Seitel's principal financial officer and principal executive
officer intend to specifically review with Seitel's new audit
committee and with Seitel's outside auditors the application of
all accounting policies applicable to Seitel.  Seitel's corporate
finance and accounting personnel also determined that if any
necessary revisions or changes to reported financial information
arises in the future because of the application of future
accounting principles, such matters promptly will be brought to
the attention of Seitel's internal general counsel and its
external counsel to facilitate all required disclosure in a timely
manner.  Therefore, in light of the foregoing, Seitel's management
believes that any weakness that existed in the past has been
corrected and that appropriate prophylactic procedures have been
implemented.

                           About Seitel

Seitel is a leading provider of seismic data and related
geophysical services to the oil and gas industry in North America.
Seitel's products and services are used by oil and gas companies
to assist in the exploration for and development and management of
oil and gas reserves.  Seitel has ownership in an extensive
library of proprietary onshore and offshore seismic data that it
has accumulated since 1982 and that it offers for license to a
wide range of oil and gas companies.  Seitel believes that our
library of onshore seismic data is one of the largest available
for licensing in the United States and Canada Seitel's seismic
data library includes both onshore and offshore three- dimensional
(3D) and two-dimensional (2D) data and offshore multi-component
data.

Seitel has ownership in over 32,000 square miles of 3D and
approximately 1.1 million linear miles of 2D seismic data
concentrated primarily in the major North American oil and gas
producing regions.  Seitel markets its seismic data to over 1,300
customers in the oil and gas industry, and it has license
arrangements with in excess of 1,000 customers.

At June 30, 2004, Seitel Inc.'s balance sheet showed a $2,946,000
stockholders' deficit, compared to $3,722,000 of positive equity
at December 31, 2003.


SOLUTIA: CPFilms Wants to Acquire Clear View Assets for $240,000
----------------------------------------------------------------
CPFilms, Inc., a Solutia, Inc., and its debtor-affiliate asks the
U.S. Bankruptcy Court for the Southern District of New York to
approve its acquisition of certain assets from Clear View Shade of
Chicago, Inc., pursuant to an Asset Purchase and Sale Agreement.

M. Natasha Labovitz, Esq., at Gibson, Dunn & Crutcher, LLP, in New
York, relates that Clear View Shade is a small Chicago-based
company established in 1947 that manufactures and sells
transparent, pull-down interior window shades.  The window shades,
which are marketed under the nationally known Clear-View brand
name, have developed a reputation for reducing energy costs,
eliminating glare and reducing UVA-UVB rays.  In 2003, Clear View
Shade's national and local customer base led to sales of about
$776,000.

Over the past several years, CPFilms has explored entering into
the window shades market to capitalize on synergies that would
result from its existing business of manufacturing and selling
window shade components, like its Vista(R) window film.  Based on
its market studies, CPFilms believes that the North American
window shade market has the potential to yield $60,000,000
annually in sales.

About a year ago, CPFilms launched its Halcyon(TM) Shades line of
business to capture a share of the window shades market.  Since
that time, CPFilms has sought to increase its merchandising and
expand its window shades line of business to a national level.
CPFilms determined that entering into one or more limited asset
acquisitions was a potential low-risk method of accomplishing
these goals, which merited further exploration.

In June 2003, CPFilms began initial discussions with Clear View
Shade to purchase the Clear View Shade Assets.  The discussions
intensified in January 2004 and led to the negotiation of the
Purchase Agreement and the Consulting Agreement.  CPFilms believes
that the acquisition of the Clear View Shade Assets will further
CPFilms' efforts to grow its window shades line of business by
adding a reputable brand name and both national and local customer
lists.  Acquiring the Clear View Shade Assets is contemplated by
the Debtors' business plan and is permitted under the Debtors'
amended postpetition financing agreement.

According to Ms. Labovitz, CPFilms will purchase the Clear View
Shade Assets for $240,000 plus the aggregate cost of all items of
inventory that are designated as part of the Clear View Shade
Assets.  The Clear View Shade Assets will be comprised of
furniture, fixtures, equipment, inventory, intellectual property
and all assignable or transferable permits and licenses related to
the business of Clear View Shade.  The Clear View Shade Assets
also will include Clear View Shade's customer and supplier lists,
Web site, 800 and local telephone numbers.

Ms. Labovitz clarifies that under the Purchase Agreement, CPFilms
will not purchase any real estate owned by Clear View Shade or any
accounts receivable that accrued before the acquisition date.
Furthermore, CPFilms will not assume any of Clear View Shade's
employment contracts or liabilities.  Although the Purchase
Agreement contemplates that CPFilms may be assigned certain of
Clear View Shade's contracts, CPFilms estimates that any contracts
that it may assume will have minimal future liabilities, if any.
CPFilms will not assume any liabilities that accrued before the
acquisition date under an assigned contract.

CPFilms expects to relocate the Clear View Shade Assets to its
plant in Martinsville, Virginia.  The integration of the Clear
View Shade business with CPFilms' is expected to occur over a
period between one and three months, during which time CPFilms
employees will observe the business process at Clear View Shade
and will be trained with respect to Clear View Shade's systems and
shade assembly processes.

Ms. Labovitz tells the Court that the acquisition of the Clear
View Shade Assets will provide CPFilms with a solid customer base,
proprietary knowledge, and a well-regarded brand name in the
industry without a significant cost.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  (Solutia Bankruptcy News,
Issue No. 22; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SOUTHWEST HOSPITAL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Southwest Hospital and Medical Center, Inc.
        501 Fairburn Road, Southwest
        Atlanta, Georgia 30331

Bankruptcy Case No.: 04-74967

Type of Business: The Debtor operates a hospital.

Chapter 11 Petition Date: September 9, 2004

Court: Northern District of Georgia (Atlanta)

Judge: James E. Massey

Debtor's Counsel: G. Frank Nason, IV, Esq.
                  Lamberth, Cifelli, Stokes & Stout, PA
                  Suite 550
                  3343 Peachtree Road, Northeast
                  Atlanta, Georgia 30326
                  Tel: 404-262-7373

Total Assets: $10 to $50 million

Total Debts: $10 to $50 million

Debtor's 20 largest unsecured creditors:

    Entity                                Claim Amount
    ------                                ------------
Morehouse School of Medic                     $327,358
Business Office
720 West View Drive, Southwest
Atlanta, Georgia 30310-1495

Maxim Healthcare Services, Inc.               $282,052
12559 Collection Center Drive
Chicago, Illinois 60693

Georgia Gwinnett Medical Service, Inc.        $238,455

Fulton Emergency Physicians, LLC              $235,769

Amerisource Bergen                            $212,234

Progressive Nursing                           $199,853

Productivity Network Innovations, LLC         $178,477

Quest Diagnostics                             $165,292

RLS-Med Support, Inc.                         $162,149

Medical Care Associates                       $135,965

ATS Health Services                           $122,131

Precision Anesthesia & Associates, LLC        $115,750

Coventry Healthcare of Georgia                $102,746

South Fulton Medical Center                    $79,384

Georgia Medical Business Services, Inc.        $78,030

Medline Industries, Inc.                       $74,227

The Saint Paul Companies                       $58,212

GHA Workers' Comp Self In                      $54,479

McKesson                                       $52,234

Georgia Power Company                          $51,213


SPECTRASITE INC: S&P Upgrades Corporate Credit Rating to B+
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Cary,
North Carolina-based wireless tower operator SpectraSite, Inc. and
its related entities.  The corporate credit rating was raised to
'B+' from 'B'.  The rating on SpectraSite Communications Inc.'s
bank loan was raised to 'BB-' from 'B+'.

A recovery rating of '1' was assigned to the bank loan, indicating
a high expectation for full recovery of principal in the event of
a default.  The rating on SpectraSite's senior unsecured debt
(which was raised to 'B-' from 'CCC+') is two notches lower than
the corporate credit rating due to the large amount of bank debt
in the capital structure relative to the company's overall asset
base.  The ratings outlook is positive.  At June 30, 2004, the
company had total debt outstanding of about $640 million.

"The upgrade reflects the company's successful track record of
consistently increasing operating cash flows from SpectraSite's
wireless tower business since February 2003, when the company
emerged from bankruptcy," said Standard & Poor's credit analyst
Catherine Cosentino.  "This has translated into ongoing
improvement in its financial profile."

Primarily through increases in wireless tower revenues and
operating cash flow of about 12% and 21%, respectively, on a year-
over-year basis for the second quarter of 2004, the company was
able to lower its overall debt to annualized EBITDA metric to
about 4x for the three months ended June 30, 2004, from about 5x
for the comparable period in 2003 (including operating lease
adjustments).  Such revenue growth has been accomplished through
increased co-location on the company's towers, as well as contract
price escalations for existing tenants. Moreover, with the
completion of the SBC purchase commitment, the company is
positioned to accomplish even further improvement in its overall
financial profile.


SURGICARE: Files Definitive Proxy Materials for Shareholder Vote
----------------------------------------------------------------
SurgiCare, Inc., (AMEX:SRG), a Houston-based ambulatory surgery
company, has filed definitive proxy materials with the Securities
and Exchange Commission relating to a meeting of stockholders on
Oct. 6, 2004, beginning at 5:30 p.m. (CDT) at the principal office
of SurgiCare Inc., located at 10700 Richmond Avenue, Suite 300,
Houston, Texas 77042.  The shareholders of record as of
Sept. 10, 2004 have the right to vote at the meeting.

At the meeting, stockholders will consider whether to:

   -- restructure the Company in a series of transactions that
      will result in a change of control of the Company through
      the acquisition of three new businesses and issuance of new
      equity securities for cash, a portion of which will be used
      to pay indebtedness owed by SurgiCare and one of the
      acquired businesses to a subsidiary of the investor.

   -- approve a reverse stock split and change SurgiCare Inc.'s
      name to Orion HealthCorp Inc.

The Company's board of directors has approved all of these actions
and recommends that the stockholders approve them.

"I would like to thank the stockholders and physician partners for
their support during this long and arduous process of
restructuring SurgiCare," commented Keith G. LeBlanc, chief
executive officer. "With the potential of this merger, the Company
will stand poised to have a significant impact on outpatient
healthcare delivery. We look forward to a phase of consistent and
strategic growth."

                     About Surgicare, Inc.

SurgiCare, Inc., was incorporated in Delaware on February 24, 1984
as Technical Coatings Incorporated. On September 10, 1984, its
name was changed to Technical Coatings, Inc. Immediately prior to
July 1999, TCI was an inactive company. On July 11, 1999, TCI
changed its name to SurgiCare Inc., and at that time changed
its business strategy to developing, acquiring and operating
freestanding ambulatory surgery centers. On July 21, 1999,
SurgiCare acquired all of the issued and outstanding shares of
common stock of Bellaire SurgiCare, Inc. in exchange for the
issuance of 9.86 million shares of common stock, par value $.005
per share and 1.35 million shares of Series A Redeemable Preferred
Stock, par value $.001 per share, of SurgiCare to the holders of
Bellaire's common stock. For accounting purposes, this reverse
acquisition was effective July 1, 1999.

At June 30, 2004, Surgicare, Inc.'s balance sheet showed a $42,441
stockholders' deficit, compared to a positive equity of $4,688,994
at December 31, 2003.

                        *     *     *

As reported in the Troubled Company Reporter on August 17, 2004,
Surgicare proposed a transaction to American International
Industries, Inc., whereby SRG will redeem the $4,500,000 Series AA
Preferred Shares owned by AII.

In consideration for that redemption, SRG will issue to AII
8,750,000 shares of SRG common stock, and, as additional
consideration (since the market value of the 8,750,000 shares of
SRG common stock is approximately $3,000,000), SRG will sell to
AII the five parcels of real estate (all originally appraised at
$6,000,000).

AII agreed to assume a first lien balance outstanding secured by
the properties in the amount of approximately $1,100,000 and
further, AII would pay SRG approximately $300,000 in cash at time
of closing. The SRG proposal to issue to AII 8,750,000 shares of
SRG common stock was subject to the listing of such SRG shares by
the AMEX. The agreement between the parties further stated that in
the event the 8,750,000 shares could not be listed on the AMEX,
then the $4,500,000 evidenced by the Preferred Shares owned by AII
will continue to be paid based on the previous scheduled payments
of $1,500,000 in each year 2004, 2005, 2006. The real estate part
of the transaction closed on July 29, 2004.

AII proceeded to sell the properties to an unaffiliated third
party which sale included the assumption by third party of the
$1,100,000 first lien and the $300,000 cash payment. As additional
consideration for the sale of the properties to third party, the
purchaser executed a $5,000,000 secured Promissory Note to AII,
and the Note is further secured by second liens on the real
estate. The Note is payable in five years and bears interest of
three percent per annum. Using conservative accounting principles,
AII determined that it will record a reserve of $1,000,000 in
connection with said Note. The sale of the real estate to third
party purchaser will add substantially to AII's earnings per
share.


US AIRWAYS: Court Approves Limited Use of Lenders' Cash Collateral
------------------------------------------------------------------
To finance their first exit from chapter 11, US Airways, Inc., and
its debtor-affiliates obtained a $1 billion term loan from a
consortium of lenders.  Under the Air Transportation Safety and
System Stabilization Act, the Air Transportation Stabilization
Board guarantees $900 million of that loan.  The ATSB Loan is
guaranteed by each of the Debtors.  The ATSB Loan is also secured
by substantially all of USAir's otherwise unencumbered assets.
The Original Loan Agreement has been amended four times, on
December 18, 2003, March 12, 2004,May 21, 2004, and June 30, 2004.

The Debtors owe $717,567,888 under the ATSB Loan.  The Tranche A
Lenders are owed $645,811,099 and $71,756,789 is owed to the
Tranche B Lenders.  The Tranche B Lenders are Bank of America,
N.A. (which funded $25 million of the Tranche B Loan) and
Retirement Systems of Alabama Holdings LLC (which funded
$75 million).

To continue operating its business in chapter 11, US Airways needs
continued working capital financing.  Virtually all of the
company's cash and cash equivalents are pledged to secure
repayment of the prepetition ATSB Loan.  The Debtors do not
contest the validity of the Lenders' liens.  Without Court
permission to continue using the Lenders' Cash Collateral, the
Debtors will be unable to continue operation of their businesses.
The Lenders have given their consent to limited, continued use of
the Cash Collateral.

BACK Aviation Solutions says that the fair market value of the
assets as of December 31, 2003, was:

                                 Fair Market
     Collateral                     Value
     ----------                  -----------
     Airport Slots              $355,200,000
     Aircraft and Engines        185,000,000
     Ground Service Equipment     31,500,000
     Spare Parts Inventory       133,700,000
     Flight Simulators            36,500,000
     Real Property                10,400,000
     Airport Gate Leaseholds      97,900,000
                                ------------
          Total                 $850,200,000

American Appraisal Associates, Inc., values the assets at fair
market value and in a distressed scenario, as of
September 3, 2004, at:

                                 Fair Market     Distressed
     Collateral                     Value           Value
     ----------                  -----------     ----------
     Airport Slots              $462,200,000   $346,700,000
     Aircraft and Engines        160,600,000    121,400,000
     Ground Service Equipment     38,200,000     13,600,000
     Spare Parts Inventory       154,300,000     61,700,000
     Flight Simulators            30,700,000     20,800,000
     Real Property                 8,500,000      8,000,000
     Airport Gate Leaseholds      28,800,000     14,700,000
                                ------------   ------------
          Total                 $883,300,000   $586,900,000

The Debtors' Cash Collateral consists of:

     $259,060,000 of high-grade commercial paper issued by
                  domestic corporations with maturities of less
                  than 90 days and by issuers that at the time of
                  acquisition had a Standard & Poor's rating of
                  at least A-1 or a Moody's rating of at least
                  P-1;

      329,200,000 of United States Treasury bills with maturities
                  of less than 90 days;

        2,622,000 in shares of money market mutual funds
                  registered with the SEC, guaranteeing same-day
                  liquidity and with net assets of over one
                  billion dollars; and

      159,471,000 in deposit accounts.
     ------------
     $750,353,000

The Debtors tell Judge Mitchell that under any scenario, the
Lenders are overcollateralized and adequately protected.  Even to
the extent that the Debtors are authorized to use some portion of
the Cash Collateral, the Debtors say, a substantial portion of the
Cash Collateral will remain unused.  The Debtors assure the
Court that there is virtually no risk of a decline in value for
that portion of the Cash Collateral because it is either cash or
highly liquid and secure investments with short-term maturities.
To make the Lenders even more comfortable, the Debtors propose to
grant the Lenders postpetition replacement liens.

The Debtors' use of Cash Collateral is appropriate, Brian P.
Leitch, Esq., at Arnold & Porter, LLP, argues, and USAir should be
authorized under Section 363(c)(2) of the Bankruptcy Code, which
provides that the Debtors may use, sell or lease cash collateral
if "(A) each entity that has an interest in such cash collateral
consents; or (B) the court, after notice and hearing, authorizes
such use, sale, or lease in accordance with the provisions of this
section."  In order to use cash collateral in accordance with
Section 363(2)(B) of the Bankruptcy Code in situations where the
collateral holders do not consent, the Debtors are required to
provide each party with an interest in the cash collateral, to the
extent applicable, adequate protection for such use of cash
collateral, as contemplated by Section 361 of the Bankruptcy Code.

In these cases, Mr. Leitch stresses, the parties that have an
interest in and would be potentially affected by the Debtors' use
of Cash Collateral are the Lenders and the ATSB.  All of these
parties have consented to the financing arrangement.

The Debtors sought and obtained overnight authority from Judge
Mitchell to use the Lenders' Cash Collateral through the
conclusion of a First Day Hearing at 10:30 a.m. on Monday,
Sept. 13, 2004.  At that First Day Hearing, the Debtors will
present Judge Mitchell with an Interim Cash Collateral Order
continuing their authority to use the Lenders' cash collateral
through October 14, 2004.  The Debtors anticipate that these cash
collateral orders will carry them into January 2005.

The Debtors agree to restrict their use of the Cash Collateral to
payments for the ordinary and reasonable expenses of operating
their businesses, including, without limitation, payroll and
benefit expenses, aircraft and engine debt and lease payments,
purchase of fuel and supplies, government security and inspection
fees, advertising, utility services, payroll taxes, insurance,
supplies and equipment (excluding the purchase or other
acquisition of aircraft), vendor and supplier services, and other
expenditures as are necessary for operating their businesses, and
to make payments required under other typical First Day Orders.

Additionally, the Debtors agree to maintain Unrestricted Cash
Balances of no less than:

       At the Close of Business Friday     Minimum Cash Balance
       -------------------------------     --------------------
       Week Ended 09/17/04                      $600,000,000
       Week Ended 09/24/04                      $600,000,000
       Week Ended 10/01/04                      $550,000,000
       Week Ended 10/08/04                      $575,000,000
       Week Ended 10/15/04                      $585,000,000

The Lenders are represented in this matter by:

          Robert Coulter, Esq.
          Assistant United States Attorney
          Civil Division
               - and -
          U.S. Department of Justice
          Andrea Horowitz Handel, Esq.
          Brendan Collins, Esq.
          U.S. Department of Justice in Washington
          P. O. Box 875
          Ben Franklin Station
          Washington, D. C. 20044
          (202) 307-0358

          Steven J. Reisman, Esq.
          Daniel R. Lenihan, Esq.
          CURTIS, MALLET-PREVOST, COLT & MOSLE LLP
          101 Park Avenue
          New York, New York 10178-0061
          (212) 696-6000
               Attorneys for the ATSB as Government Guarantor
               of the Tranche A Loans

          David S. Walls, Esq.
          David L. Eades, Esq.
          Stephen E. Gruendel, Esq.
          MOORE & VAN ALLEN, PLLC
          100 North Tryon St., 47th Floor
          Charlotte, N.C. 28202
          (704) 331-1000

               - and -

          Monique D. Almy, Esq.
          Steven Tave, Esq.
          SWIDLER BERLIN FRIEDMAN, LLP
          The Washington Harbour
          3000 K Street, NW, Suite 300
          Washington, DC 20007
          (410) 685-1120
               Attorneys for the Collateral Agent, the Agent,
               and Bank of America as a Tranche B Lender

          Retirement Systems of Alabama Holdings LLC
          135 South Union Street
          Montgomery, Alabama 36104

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of US Airways, Inc.,
Allegheny Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines,
Inc., MidAtlantic Airways, Inc., US Airways Leasing and Sales,
Inc., Material Services Company, Inc. and Airways Assurance
Limited, LLC. Under a chapter 11 plan declared effective on March
31, 2003, USAir emerged from bankruptcy with the Retirement
Systems of Alabama taking a 40% equity stake in the deleveraged
carrier in exchange for $240 million infusion of new capital. US
Airways and its subsidiaries filed another chapter 11 petition on
September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820). Brian P.
Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq.
at Arnold & Porter LLP, and Lawrence E. Rifken, Esq. and Douglas
M. Foley, Esq. at McGuireWoods LLP represent the Debtors in its
restructuring efforts. In the Company's second bankruptcy filing,
it lists $8,805,972,000 in total assets and $8,702,437,000 in
total debts. (US Airways Bankruptcy News, Issue No. 63; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


US AIRWAYS: CIT Group Discloses $14 Million Financial Relationship
------------------------------------------------------------------
CIT Group, Inc., (NYSE: CIT) disclosed its current financing
relationship with US Airways. US Airways Group, Inc., and certain
of its subsidiaries had filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code.

Under existing agreements, CIT has operating leases where US
Airways is the lessee of two 737-300, CIT-owned aircraft, for a
total net investment of approximately $14 million.

                           About CIT

CIT Group, Inc., (NYSE: CIT), a leading commercial and consumer
finance company, provides clients with financing and leasing
products and advisory services. Founded in 1908, CIT has nearly
$50 billion in assets under management and possesses the financial
resources, industry expertise and product knowledge to serve the
needs of clients across approximately 30 industries. CIT, a
Fortune 500 company, holds leading positions in vendor financing,
factoring, equipment and transportation financing, Small Business
Administration loans, and asset-based lending. CIT, with its
principal offices in Livingston, New Jersey and New York City has
approximately 5,800 employees in locations throughout North
America, Europe, Latin and South America, and the Pacific Rim. For
more information, visit http://www.cit.com/

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of US Airways, Inc.,
Allegheny Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines,
Inc., MidAtlantic Airways, Inc., US Airways Leasing and Sales,
Inc., Material Services Company, Inc. and Airways Assurance
Limited, LLC. Under a chapter 11 plan declared effective on March
31, 2003, USAir emerged from bankruptcy with the Retirement
Systems of Alabama taking a 40% equity stake in the deleveraged
carrier in exchange for $240 million infusion of new capital. US
Airways and its subsidiaries filed another chapter 11 petition on
September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820). Brian P.
Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq.
at Arnold & Porter LLP, and Lawrence E. Rifken, Esq. and Douglas
M. Foley, Esq. at McGuireWoods LLP represent the Debtors in its
restructuring efforts. In the Company's second bankruptcy filing,
it lists $8,805,972,000 in total assets and $8,702,437,000 in
total debts.


US AIRWAYS: Flight Attendants Decry Finger-Pointing Labor Groups
----------------------------------------------------------------
The Association of Flight Attendants--CWA strongly took issue with
US Airways holding labor groups responsible in part for its filing
for bankruptcy on Sunday.

"AFA was not surprised about the filing due to public comments the
company has made in recent weeks," said Perry Hayes, president of
the union's Master Executive Council at US Airways.  "We were
however surprised that the company would actually lie in papers it
filed with the U.S. bankruptcy court."

Despite management's contention that it had been discussing its
transformation plan with labor groups for several months, AFA did
not receive a proposal from the company until August 17-18, and it
took nearly two weeks after that to provide a partial costing of
that proposal.  Even now, flight attendants lack a complete
costing of the company's latest proposal.  "The company cannot
expect any labor group to negotiate blindly without the necessary
information, which it alone controls," Mr. Hayes said.

In contrast to management's contention that it pursued
negotiations "with diligence and vigor," the company elected to
have one team of negotiators to deal with AFA and the pilots'
union.  "Once the company was engaged with the Airline Pilots, we
barely heard from them for a week," said Hayes.  "That is 'vigor
and diligence?'"

AFA is urging US Airways to actually negotiate with the labor
groups on the property instead of performing the "cram-down"
tactics of recent weeks.  If there is to be any chance of reaching
consensual agreements with employees, management will have to
demonstrate it is intent on working with labor.  A big step would
be to tell employees what sacrifices management is willing to
take, cut management salaries, increase supervisor productivity
and block the use of title changes and sham promotions to gain
increases, as happened during the last round of concessionary
talks.

More than 46,000 flight attendants, including 5,200 at US Airways,
join together to form AFA, the world's largest flight attendant
union. AFA is part of the 700,000 member strong Communications
Workers of America, AFL-CIO. Visit us at http://www.afanet.org/

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of US Airways, Inc.,
Allegheny Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines,
Inc., MidAtlantic Airways, Inc., US Airways Leasing and Sales,
Inc., Material Services Company, Inc. and Airways Assurance
Limited, LLC. Under a chapter 11 plan declared effective on March
31, 2003, USAir emerged from bankruptcy with the Retirement
Systems of Alabama taking a 40% equity stake in the deleveraged
carrier in exchange for $240 million infusion of new capital. US
Airways and its subsidiaries filed another chapter 11 petition on
September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820). Brian P.
Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq.
at Arnold & Porter LLP, and Lawrence E. Rifken, Esq. and Douglas
M. Foley, Esq. at McGuireWoods LLP represent the Debtors in its
restructuring efforts. In the Company's second bankruptcy filing,
it lists $8,805,972,000 in total assets and $8,702,437,000 in
total debts.


US AIRWAYS: Bankruptcy Filings Prompts S&P's Default Ratings
------------------------------------------------------------
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 to 'D' from
'CCC-', following yesterday's bankruptcy filing by both entities.

Rated enhanced equipment trust certificates -- EETCs -- are still
current, despite the bankruptcy filing, due to availability of
dedicated liquidity facilities and/or bond insurance. Downgrades
of some noninsured EETCs reflect increased risk of eventual
default, based on an assessment of collateral coverage and the
likelihood of US Airways reorganizing.

"US Airways enters Chapter 11 with relatively limited cash
available, and will have to move quickly to secure cost-saving
labor agreements," said Standard & Poor's credit analyst Philip
Baggaley.  Because all of the company's assets are already pledged
as collateral, it will have to rely on existing unrestricted cash.
US Airways reached an agreement with the Air Transportation
Stabilization Board -- ATSB, which guarantees a $717.6 million
loan, providing access to "a portion of $750 million in cash,"
which forms part of the collateral backing that loan. Management
states that it will seek to negotiate new agreements with its
unions consensually, but is prepared to ask the bankruptcy court
to impose new contracts if necessary.

US Airways Inc., the seventh-largest U.S. airline, has a route
system concentrated in the eastern U.S. with major hubs at
Charlotte, North Carolina, and Philadelphia, Pennsylvania.  The
company is expected to pursue basically the same "transformation
plan" that it had begun to implement in recent months.  The plan
includes a substantial reduction in operating costs, a simplified
and lower fare structure (already introduced on many routes from
Philadelphia in response to competition from Southwest Airlines
Co.), more point-to-point flights (rather than connecting through
hubs), and further shrinkage of its former Pittsburgh hub.
Opportunities for further debt reduction in bankruptcy are
limited, as most debt is in the form of leases or secured aircraft
debt, rather than unsecured debt, and some was already
renegotiated in the previous Chapter 11 process.


VIAD CORP: Union Members Approve New Labor Agreement
----------------------------------------------------
Viad Corp's (NYSE:VVI) convention services company, GES Exposition
Services, along with Freeman Decorating Company and the Las Vegas
Teamsters Local 631 have reached a labor agreement, ending a
strike that began September 4, 2004.

Union members voted on Saturday, Sept. 11, to accept the contract
offered jointly by GES and Freeman and recommended by union
leadership.  The new three-year contract will expire in 2007.

"We're extremely pleased that the union membership has approved
the new contract," said Paul Dykstra, GES president and chief
executive officer.  "We are ready to get back to business as usual
and we believe that the contract will be beneficial to the union
membership, GES and the Las Vegas convention industry."

Viad noted that a detailed contingency plan was quickly
implemented by GES, enabling the company to successfully service
several trade shows while mitigating the financial impact of the
week-long strike.  Nonetheless, although not yet quantified, third
quarter and full year 2004 earnings have been negatively affected.

Las Vegas-based GES Exposition Services -- http://www.gesexpo.com/
-- a subsidiary of Viad Corp, has offices in every major
convention market across North America.  GES provides a wide range
of services including tradeshow planning, exhibit rental and
fabrication, material handling, staging and rigging, temporary
electrical equipment, signs and graphics manufacturing,
installation and dismantling, carpet and furnishings, shipping and
automated freight and package receiving.  GES produces many well-
known shows including the Consumer Electronics Show, International
Council of Shopping Centers and MAGIC.

Viad is an S&P SmallCap 600 company.  Major subsidiaries include
GES Exposition Services of Las Vegas, Exhibitgroup/Giltspur of
Chicago, Brewster Transport Company Limited of Banff, Alberta,
Canada, and Glacier Park, Inc., of Phoenix.  For more information,
visit the company's Web site at http://www.viad.com/

                         *     *     *

As reported in the Troubled Company Reporter on July 5, 2004,
Standard & Poor's Ratings Services lowered its ratings on Phoenix,
Arizona-based Viad Corp, including its long- and short-term
corporate credit ratings, which were lowered to 'BB' and 'B',
respectively, from 'BBB' and 'A-2'.  In addition, the ratings were
removed from CreditWatch, where they were placed on July 24, 2003.
All ratings for Viad were subsequently withdrawn.

"The ratings action follows Viad's spin-off of MoneyGram
International Inc., its payment services business, to its
shareholders," said Standard & Poor's credit analyst Steven
Picarillo.

Since announcing the spin-off of MoneyGram and concurrent with the
transaction, Viad has tendered the vast majority of its public
debt.  All ratings on Viad have been withdrawn, as Standard &
Poor's will no longer rate this company.


VISTEON CORP: S&P Places BB Corporate Credit Rating on CreditWatch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' corporate
credit rating for Visteon Corp. on CreditWatch with negative
implications.

"The CreditWatch reflects concerns about the auto supplier's
ability to improve its poor profitability and cash flow generation
in the wake of uncertain industry conditions," said Standard &
Poor's credit analyst Martin King.  These include lower-than-
expected sales to its largest customer, Ford Motor Co. (BBB-
/Stable/A-3), and high raw-material costs.

Dearborn, Michigan-based Visteon has total debt of about
$2.2 billion, including securitized accounts receivable and
capitalized operating leases, and its total underfunded pension
and other postretirement employee benefits -- OPEB -- obligations
were $1.8 billion as of Dec. 31, 2003.


VIVA INTERNATIONAL: Nears Completion of C.T. Industries' Sale
-------------------------------------------------------------
Viva International, Inc., (OTCBB:VIVI) was nearing completion of
the agreement to sell its wholly owned subsidiary, C. T.
Industries, Inc., to Legends Group Holdings Corporation (f/k/a
Adventure Group Holdings Corporation).

Legends has agreed to assume up to $250,000 of liabilities and
will tender a 20% shareholder equity interest in the reorganized
C. T. Industries, Inc.

The Legends Group consists of Legends Productions Company, a radio
and television productions company and Legend Marketing Company,
an event production and marketing company.

LEC has relationships with thousands of former professional
athletes from all the major sporting venues via its partnership
with "City of Legends", a Florida based organization that provides
"Quality of Life" services to existing and retired athletes.  City
of Legends was founded five (5) years ago by, "Sudden" Sam
McDowell a famous former major league baseball pitcher.

LPC recently launched, "Legends on Sports and other stuff", a
sports radio talk-show produced weekly LIVE from the ESPN Club at
Disney's (NYSE:DIS) Boardwalk hosted by veteran radio announcer,
Glen Dehmer and Sam McDowell.

A spokesman for Viva, stated, "We are pleased to be able to move
forward with this transaction as it frees up an inactive
subsidiary and allows us to focus our energies exclusively on our
Caribbean airline project.  The sale of or spin-off of C T
Industries, Inc., also allows us to via a stock dividend reward
our shareholders for their past support and gives them the
opportunity to share in the Legends project."

Jan Richard, President and CEO of Legends was quoted, "In our
opinion, our acquisition of C. T. Industries, Inc., is intended to
put us 'front and center' in place to be able to take advantage of
many exciting entertainment and sports related opportunities and
this transaction offers us an unique way to present our
opportunities to the financial community."

                        About the Company

Viva International, Inc., is a holding company seeking to provide
passenger and cargo services to various destinations from its
commercial hub in Sto. Domingo, Dominican Republic.

                          *     *     *

                        Liquidity Concerns

At June 30, 2004, Viva International, Inc., had no cash.  Since
inception the Company has accumulated a deficit of approximately
$15,113,663.

Viva International, Inc., has previously estimated that it will
require a minimum of $3,000,000 of working capital to complete
Viva Airlines, Inc.'s transition from a development stage company
to full operation.  However, Company management has scaled back
its business plan to a level that that will enable it to begin
providing air services so long as it is able to raise a minimum of
$500,000.

Viva International, Inc., does not currently have the funds
necessary to provide working and expansion capital to Viva
Airlines, Inc.  Viva International, Inc., will only be able to
provide the needed capital by raising additional funds. As a
result of this scaling back, the Company believes that it has
improved its chances of raising the minimum levels of financing
required.

However, an inability to raise funds or a continued lack of funds
could result in the failure to complete needed acquisitions of
certain aviation assets or payment of certain related expenses
that would delay or prevent the commencement of the operation of
Viva Airlines, Inc.


W.R. GRACE: Asks Court to Approve Akzo Settlement Agreement
-----------------------------------------------------------
W.R. Grace & Co., and its debtor-affiliates asks the U.S.
Bankruptcy Court for the District of Delaware to approve a
Settlement and Release Agreement with Akzo Nobel, Inc.

Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones,
& Weintraub, P.C., in Wilmington, Delaware, relates that months
after the Petition Date, W.R. Grace & Co.-Conn. received a letter
from Akzo, which notified Grace that Akzo believes that certain of
Grace's products infringed on three of Akzo's utility patents.
These patents concern products or methods relating to the use of
hydrotalcite containing materials in combination with catalysts to
treat SO2 or SO2-containing emissions from hydrocarbon cracking
processes.  In particular, Akzo alleged that certain of Grace's
products contained hydrotalcite and, therefore, infringed on the
Akzo Patent Rights.

In response to Akzo's letter, the Debtors conducted an internal
investigation and eventually concluded that certain of their
products may have included small amounts of hydrotalcite.
However, to the extent that any of the Grace Additives did contain
hydrotalcite, the Debtors also concluded they had no knowledge,
prior to May 1, 2002, of this occurrence, and that any inclusion
was inadvertent.  The Debtors' investigation further revealed that
any hydrotalcite in the Grace Additives was solely the result of a
change in the manufacturing process, which was unrelated to the
Akzo Patents.

The Debtors assure the Court that they had taken measures to
ensure that hydrotalcite would no longer be present in any of the
Grace Additives in the future, and they anticipated disposing of
their existing inventories -- which may have contained
hydrotalcite -- by March 31, 2003.

On June 13, 2003, the parties met to discuss the Debtors' alleged
infringement of the Akzo Patent Rights.  During this meeting, Akzo
believed that the scope of the Debtors' inclusion of hydrotalcite
in the Grace Additives was substantially broader than the
discoveries made during the Debtors' internal investigation.  To
correct Akzo's misunderstanding, the Debtors offered more
information concerning the possible causes of the alleged
hydrotalcite formation in the Grace Additives.  The parties,
therefore, conducted subsequent settlement negotiations concerning
the scope and timing of the Debtors' alleged infringement of the
Akzo Patent Rights.  These settlement discussions culminated in
the Settlement Agreement, which requires the Debtors to pay Akzo
$1,800,000 in exchange for Akzo's agreement to:

        * release Grace from any liability for any violation of
          the Akzo Patent Rights; and

        * withdraw, with prejudice, its claim for patent
          infringement -- Claim No. 9561 -- that Akzo filed on
          March 27, 2003.

Ms. Jones asserts that Judge Fitzgerald should approve the
Settlement Agreement because:

    (a) Akzo is likely to establish some patent infringement
        liability for sales of the Grace Additives;

    (b) there are substantial inherent uncertainties in the
        outcome of patent litigation and, in any event, the
        Debtors will incur substantial costs to defend any
        litigation; and

    (c) the Debtors would like to avoid the distractions that
        defending against Akzo's claims will cause them during
        their reorganization efforts.

Ms. Jones explains that for infringement of a utility patent, the
patent owner is entitled to recover damages, pursuant to Section
284 of 35 U.S.C., that are "adequate to compensate" the patent
holder.  These amounts are measured by either the patent owner's
actual damages or a so-called "reasonable royalty" which has been
defined as the amount that a person who desired to manufacture,
use, or sell a patented product would have been willing to pay as
a royalty and yet be able to make a reasonable profit.  As a
result, the "reasonable royalty" determination requires the finder
of fact to engage in a "hypothetical negotiation" conducted at
arm's length between a willing licensor and a willing licensee as
of the date when the infringement began.

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)


WEIRTON STEEL: Will Pay Minteq Int'l.'s Mechanic Liens for $600K
----------------------------------------------------------------
On June 19, 2003, Minteq International, Inc., filed a Notice of
Mechanic's Lien with the County Clerk of Hancock County in West
Virginia, against certain of Weirton Steel Corporation's
buildings and property.  According to Julia A. Chincheck, Esq.,
at Bowles Rice, McDavid, Graff & Love, LLP, in Charleston, West
Virginia, the Mechanic's Lien was filed to secure certain unpaid
invoices for materials that Minteq provided to Weirton before the
Petition Date for use in Weirton's industrial steel-making
operations.  The total amount Minteq asserted on account of the
outstanding invoices covered by the Mechanic's Lien was $836,889.

Minteq also asserts a claim for $842,053, which includes the
$836,889 secured by the Mechanic's Lien.

Ms. Chincheck asserts that Weirton's default constitutes a breach
in its purchase orders, invoices contracts and agreements with
Minteq.  Ms. Chincheck maintains that Minteq's Notice of
Mechanic's Lien was properly filed and perfected in accordance
with applicable West Virginia law and has not been cancelled or
discharged.  Minteq has performed all conditions of its contracts
and agreement with Weirton.

Minteq asks the Court to dismiss Weirton's complaint pursuant to
Rule 7012 of the Federal Rules of Bankruptcy Procedure.

Ms. Chincheck argues that the Complaint fails to state a claim
upon which relief can be granted against Minteq.  In addition,
the Complaint is barred:

   (a) by the doctrines of laches, waiver and estoppel;

   (b) because if a contract exists between the parties, Minteq
       did not breach it nor did it waive its rights to file a
       Mechanic's Lien;

   (c) due to the Debtor's breaches of its agreements with
       Minteq;

   (d) due to failure and lack of consideration; and

   (e) pursuant to the terms and conditions set forth in Minteq's
       invoices.

Minteq also asks Judge Friend to:

   (1) declare that Weirton breached their agreements by not
       paying for the material and labor Minteq supplied;

   (2) declare that Weirton breached their agreements and,
       accordingly, Weirton cannot rely on the language
       contained in its purchase orders referring to an alleged
       waiver of Minteq's right to file a Mechanic's Lien.
       Minteq's standard conditions of sale do not include any
       provision which waives its right to file a Mechanic's
       Lien;

   (3) declare that the provisions in the purchase orders Weirton
       issued, which are alleged to constitute a waiver of
       Minteq's right to file a Mechanic's Lien, are void and
       unenforceable because they are against public policy of
       the State of West Virginia and State of New York;

   (4) declare that the Notice of Mechanic's Lien it filed on
       June 19, 2003, constitutes a valid, fully perfected,
       lien against Weirton's real property and buildings;

   (5) declare that Minteq is a secured creditor;

   (6) declare that that any sale of Weirton's assets must
       provide for a $836,889 payment to Minteq, together with
       interest, in satisfaction of Minteq's Mechanic's Lien; and

   (7) grant Minteq an allowed secured claim for $836,889,
       together with interest.

                        Parties Stipulate

Pursuant to the ISG Asset Purchase Agreement between Weirton and
ISG Weirton, Inc., ISG Weirton agreed to assume "all liabilities
and obligations of [Weirton] as of the Closing Date for the
mechanics liens that are as a matter of law held to be valid and
property perfected and that are set forth on Schedule 1.3)g)" of
the Asset Purchase Agreement.  ISG Weirton has replaced Weirton
as plaintiff in the Adversary Proceeding.  The Mechanic's Lien
asserted by Minteq is included on Schedule 1.3(g) of the Asset
Purchase Agreement.

Minteq, Weirton and ISG Weirton have actively engaged in arm's-
length discussions regarding the Mechanic's Lien, the Proof of
Claim and the parties' obligations, and have reached a settlement
regarding certain matters.  The parties stipulate that:

   (a) ISG Weirton will pay Minteq $600,000 in full satisfaction
       of the Mechanic's Lien and ISG Weirton's obligations under
       Section 1.3(g) of the Asset Purchase Agreement with
       respect to the Mechanic's Lien;

   (b) Minteq will have an allowed general unsecured claim
       against Weirton for $242,053, representing the amount
       asserted in the Proof of Claim less the $600,000 ISG
       Weirton paid.  Minteq's Claim will be deemed amended to
       reflect the reduced amount;

   (c) Minteq will not assert any additional claims related to
       the liabilities against Weirton, ISG Weirton, and their
       affiliates.  Weirton will be fully responsible for the
       satisfaction of the Allowed Unsecured Claim pursuant to
       its Chapter 11 Plan or otherwise, and will not assert any
       claim against ISG Weirton under Section 1.3(g) of the
       Asset Purchase Agreement, on account of any distribution
       made to Minteq as a result of the Allowed Unsecured Claim.
       The parties will bear their costs and attorney's fees;

   (d) Upon payment of the Settlement Amount to Minteq, the
       Adversary Proceeding will be deemed dismissed with
       prejudice.  The parties will take all reasonable actions
       to document and provide notice of the dismissal with
       prejudice of the Adversary Proceeding and the
       Counterclaims and any and all causes of actions, claims
       and counterclaims asserted.  In addition, Minteq will make
       all necessary filings to reflect the satisfaction and
       termination of the Mechanic's Lien; and

   (e) Nothing in the Stipulation prejudices, impairs or
       otherwise affects any other claims that Minteq may have
       against Weirton, including the Administrative Claim for
       $269,059 Minteq asserted against Weirton.

Judge Friend approves the parties' Stipulation.

Headquartered in Weirton, West Virginia, Weirton Steel Corporation
was a major integrated producer of flat rolled carbon steel with
principal product lines consisting of tin mill products and sheet
products.  The company was the second largest domestic producer of
tin mill products with approximately 25% of the domestic market
share.  The Company filed for chapter 11 protection on May 19,
2003 (Bankr. N.D. W. Va. Case No. 03-01802).  Judge L. Edward
Friend, II administers the Debtors cases.  Robert G. Sable, Esq.,
Mark E. Freedlander, Esq., David I. Swan, Esq., James H. Joseph,
Esq., at McGuireWoods LLP represent the Debtors in their
liquidation.  Weirton sold substantially all of its assets to
Wilbur Ross' International Steel Group.  (Weirton Bankruptcy News,
Issue No. 35; Bankruptcy Creditors' Service, Inc., 215/945-7000)


WHOLE FOODS: S&P Raises Debt Rating to BB+ & Credit Rating to BBB-
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Whole Foods Markets, Inc., to 'BBB-' from 'BB+'.  The
subordinate debt rating was raised to 'BB+' from 'BB-'.  The
outlook is stable. Total debt outstanding at July 4, 2004, was
$169 million.

"The upgrade reflects Whole Food's good profitability and stable
revenue growth trends, as well as credit measures that are
expected to remain solidly characteristic of investment-grade
levels," said Standard & Poor's credit analyst Stella Kapur.  "The
ratings are based on the company's strong business profile as the
clear leader in the highly fragmented natural food retailing
sector, with favorable growth fundamentals, consistent operating
performance, and credit measures in line with current ratings.
This is mitigated by increasing competition (driven by the
attractiveness of this market) and the company's more aggressive
store development plans."

Whole Foods operates within the rapidly growing natural food
retailing sector.  Increased sales are being driven by rising
consumer preoccupation over the purity and safety of food,
environmental concerns, and healthier eating patterns.  During the
difficult economic environment of recent years, the company
continued to achieve strong same-store sales growth in the high
single-digit to low double-digit percentage range.  Both average
ticket and customer counts also continue to be positive.  Growth
prospects should remain favorable, as Whole Foods continues to
expand in the top 50 largest U.S. metropolitan markets.
Geographic diversification is expected to continue to increase
over the next several years as the company fills in existing
markets and expands into new ones.  About 43% of Whole Foods'
store base was located in California, Massachusetts, and Texas as
of its fiscal 2003 year-end (Sept. 28, 2003).


XEROX CORP: Wins $23+ Million HSBC Document Services Contracts
--------------------------------------------------------------
Based on a record of delivering high performance at competitive
cost, Xerox Corporation (NYSE: XRX) has signed more than $23
million in new, long-term contracts to provide document equipment,
services and support at the Brazilian and United Kingdom banking
offices of HSBC, one of the world's largest international banks.

In Brazil, using Xerox office-assessment tools, Xerox do Brasil
re-designed work processes at HSBC's primary administrative
locations, projecting more than 20 percent savings in printing
costs per year. To achieve the savings, Xerox removed 3,000
competitive, mostly inkjet printers at offices in Curitiba, Rio de
Janeiro and Sao Paulo and replaced them with 200 Xerox
WorkCentre(R) Pro multifunction systems and about 70 Xerox
Phaser(R) color printers. The contract is valued at $11 million
over five years.

In the United Kingdom, HSBC signed contracts totaling more than
$12 million to provide Xerox equipment and services for branches
as well as high-volume printing services for a key customer
operation. The agreements cover five-year and four-year periods
respectively.

"These wins demonstrate how global reach, innovative technology,
and Lean Six Sigma analytical skills can uncover solid, verifiable
savings opportunities for large enterprises like HSBC and generate
long-term revenue streams for Xerox," said Thomas J. Dolan,
president, Xerox Global Services.

              Brazilian Offices Studied for Efficiency

HSBC selected Xerox over competitors including HP, IBM and Lexmark
to analyze its printing environment and provide a plan to improve
HSBC's enterprise-wide document efficiency and productivity.

"We had very little quantifiable information about how much we had
been spending to print millions of documents per month," said Guy
Millar, chief operating officer, HSBC Brasil. "We asked Xerox to
analyze this situation and supply a more effective print
environment so we could improve the productivity of our
workgroups. After a convincing analysis, we agreed that Xerox
should supply new, more cost-efficient solutions and services that
meet the high standards we hold at HSBC."

Xerox do Brasil, the Xerox Brazilian affiliate, is aligned with
the corporation's dedicated focus to perform office analyses and
help customers lower the high costs of operating their printer
networks.

"We have worked with more than 200 customers who have had
difficulty determining the costs of their printing operations,"
said Pedro Fabrega, president, Xerox do Brasil. "As much as two-
thirds of this cost is not perceptible unless you have the tools
and knowledge to find it. Xerox's Global Services team has that
knowledge, and that's how we were able to help lower costs and
improve efficiency at HSBC."

To analyze the actual cost of HSBC's printing, Xerox performed an
Office Document Assessment, known in Brazil as "SMARTi." The 45-
day study analyzed the bank's print assets and work processes,
comparing them to benchmarks in the local financial industry.

In administrative areas, the assessment identified thousands of
different kinds of decentralized printers and fax machines, some
specified for just one worker. Many were inkjet printers, among
the most expensive printers to operate because they consume costly
ink cartridges at a rapid rate.

After compiling the data, Xerox designed a lower-cost,
multifunction device-centered print environment for the bank's
administrative workers.

                  Partnership the Key in U.K.

In the United Kingdom, Xerox and HSBC have signed a series of
contracts that provide for a range of services and equipment
offerings. Among the largest contracts signed this year are:

   -- A five-year office fleet management deal that provides for
      HSBC retail banking establishments to select and install the
      latest Xerox equipment that meets the needs of that
      facility. The equipment is consistent with other technology
      within both the branch and headquarters office environments
      and compatible with the Xerox infrastructure in HSBC global
      operations. The contract includes DocuCare on-site
      specialists to provide equipment maintenance and support
      activities.

   -- A four-year contract to provide networked high-volume
      printing equipment for First Direct, HSBC's telephone
      banking subsidiary. The equipment, which includes Xerox
      DocuPrint 180 variable-data printing systems, software and
      support, is used in part to create customer documentation
      for immediate dispatch from the operation's critical call
      centers.

HSBC Brasil is part of HSBC, Hong Kong Shanghai Banking
Corporation (LSE: HSBC Holdings plc), which has international
headquarters in London, operations in 80 countries, and an
international network of 8,000 offices and agencies. The bank has
138 years of experience and more than 37 million customers
worldwide. With assets in excess of US $746 billion, the HSBC
group is one of the most established financiers in the world.

                  About Xerox Corporation

Xerox is best known for its copiers, but it also makes printers,
scanners, fax machines, software, and supplies, and provides
consulting and outsourcing services. The company designs its
products for home users, businesses, and high-volume publishers
such as newspapers. Customers include Kinkos and the US Army
Reserve. Although it plans to expand its color printing
offerings, the company still generates two-thirds of its revenue
from black and white products. Sales outside the US account for
nearly 45% of revenues. Xerox, which has seen its sales and market
share slip, has cut jobs and sold assets, including half of its
stake in Fuji Xerox.

                        *     *     *

As reported in the Troubled Company Reporter on August 12, 2004,
Moody's Investors Service raised the senior implied rating of
Xerox Corporation and its financially supported subsidiaries to
Ba1 from Ba3. The action reflects expectations that Xerox will
continue its good operational execution and generate stable to
improving profits and free cash flow, continue to reduce leverage,
and maintain solid liquidity after meeting scheduled debt
maturities. The outlook is stable. This concludes a review
initiated June 29, 2004.

Ratings raised include:

Xerox Corporation:

   * Senior implied to Ba1 from Ba3;
   * Senior unsecured to Ba2 from B1;
   * Senior unsecured shelf registration (P) Ba2 and (P) B1;
   * Subordinated to Ba3 from B3;
   * Subordinated shelf registration to (P) Ba3 from (P) B3;
   * Preferred to B1 from Caa1
   * Preferred shelf registration to (P) B1 from (P) Caa1

Xerox Credit Corporation:

   * Senior unsecured to Ba2 from B1 (support agreement from
     Xerox Corporation);

   * Xerox Capital (Europe) PLC;

   * Senior unsecured to Ba2 from B1 (guaranteed by Xerox
     Corporation);


XEROX CORP: Meets Growing Demand for Imaging Services in Arkansas
-----------------------------------------------------------------
Xerox Corporation's (NYSE: XRX) Global Services division has more
than tripled the size of its Imaging Services Center in Hot
Springs, Arkansas, to meet increasing customer demand for records
retention, improved document processes and disaster recovery
planning.

The digital scanning and storage facility, which expanded from
51,000 square feet to 162,000 square feet, now has the capacity to
handle more than 1 billion color, black-and-white and gray-scale
images per year.

Customers are using Xerox's Imaging Services Center to improve
efficiency. Hormel Foods Corp.'s (NYSE: HRL) accounts payable
department turned to Xerox to help digitize paper documents to
create an automated, smarter system of coding, matching and
validating invoices.

"One of our main priorities was to reduce the amount of time spent
looking for a paid invoice to accommodate requests from several
departments," said Michael J. McCoy, executive vice president and
chief financial officer, Hormel Foods Corp. "The Xerox solution
has given time back to our staff and provides the company with a
more efficient manner to handle internal requests for
information."

For more than 17 years, Xerox has helped clients around the world
digitize and manage massive amounts of information from hardcopy
documents. In addition to creating hosted repository Web sites to
provide access to electronic information, the Xerox Imaging
Services Center now offers high-volume color scanning technology
and advanced image compression software allowing clients to store,
back-up and access business-critical documents.

Leading IT market research and advisory firm IDC projects spending
on imaging and document management outsourcing will increase more
than 20 percent annually through 2007*. Reflecting this growth,
Xerox's Imaging Services Center is increasingly called upon by
companies in various industries to support day-to-day business
operations. With Xerox's help, for example:

   -- Healthcare organizations are transitioning hardcopy
      documents, including patient admittance forms, insurance
      claims and Medicaid case files, to Web-based archives,
      allowing staff 24/7 accessibility to critical information.

   -- Manufacturing and energy companies are capturing unique
      documents, from large blueprints to faded research notes,
      and maintaining them in electronic databases to respond to
      construction bids, preserve R&D findings and accelerate
      product time-to-market.

   -- Banking and insurance firms are meeting government
      regulations and court-ordered production schedules by having
      business-critical documents digitized, archived and
      accessible in as quickly as 24 hours.

   -- Online retailers are providing site visitors higher-quality
      images that open quickly with either dial-up or broadband
      Internet connections, allowing more effective displays of
      products on the Web.

"Companies are finding that imaging services deployed to speed
workflow, address regulatory requirements and streamline go-to-
market initiatives can play a key role in helping increase
customer retention, enhance sales and improve worker
productivity," said Jerry Wallis, general manager, Global Imaging
and Repository Services, Xerox Global Services.

The Hot Springs location is Xerox's primary site for converting
and uploading content of all types, including office documents,
forms, building plans, invoices, contracts and a variety of
digital file formats.

                  About Xerox Corporation

Xerox is best known for its copiers, but it also makes printers,
scanners, fax machines, software, and supplies, and provides
consulting and outsourcing services. The company designs its
products for home users, businesses, and high-volume publishers
such as newspapers. Customers include Kinkos and the US Army
Reserve. Although it plans to expand its color printing
offerings, the company still generates two-thirds of its revenue
from black and white products. Sales outside the US account for
nearly 45% of revenues. Xerox, which has seen its sales and market
share slip, has cut jobs and sold assets, including half of its
stake in Fuji Xerox.

                        *     *     *

As reported in the Troubled Company Reporter on August 12, 2004,
Moody's Investors Service raised the senior implied rating of
Xerox Corporation and its financially supported subsidiaries to
Ba1 from Ba3. The action reflects expectations that Xerox will
continue its good operational execution and generate stable to
improving profits and free cash flow, continue to reduce leverage,
and maintain solid liquidity after meeting scheduled debt
maturities. The outlook is stable. This concludes a review
initiated June 29, 2004.

Ratings raised include:

Xerox Corporation:

   * Senior implied to Ba1 from Ba3;
   * Senior unsecured to Ba2 from B1;
   * Senior unsecured shelf registration (P) Ba2 and (P) B1;
   * Subordinated to Ba3 from B3;
   * Subordinated shelf registration to (P) Ba3 from (P) B3;
   * Preferred to B1 from Caa1
   * Preferred shelf registration to (P) B1 from (P) Caa1

Xerox Credit Corporation:

   * Senior unsecured to Ba2 from B1 (support agreement from
     Xerox Corporation);

   * Xerox Capital (Europe) PLC;

   * Senior unsecured to Ba2 from B1 (guaranteed by Xerox
     Corporation);


YELLOW ROADWAY: Moody's Puts Ba1 Rating on $500M Credit Facility
----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Yellow Roadway
Corporation's $500 million unsecured revolving credit facility due
2009.  Concurrently, Moody's upgraded the company's senior
unsecured and issuer ratings to Ba1, affirmed the senior implied
at Ba1, and withdrew the senior secured rating.  The rating
outlook remains positive.

The rating actions reflect the change in relative priority of
claim among creditors in Yellow Roadway's capital structure as a
result of the replacement of an existing secured bank credit
facility with a new unsecured facility.  With all of the company's
debt now unsecured, Moody's upgraded the senior unsecured and
issuer ratings to the senior implied rating of Ba1.  Moody's
rationale for the ratings and outlook were discussed in greater
detail in a press release dated August 28, 2004.

The new unsecured revolving credit facility refinanced the old
$525 million secured credit facilities.  The secured interest
supporting the Roadway LLC notes was removed with the release of
the collateral by the banks, as described in the terms of the
Roadway LLC notes.  The convertible notes remained senior
unsecured.

The new $500 million revolving credit facility due 2009 is
guaranteed by all material domestic subsidiaries of Yellow
Roadway. The new revolving credit facility ranks pari passu with
the outstanding debt of Yellow Roadway as all of the indebtedness
is unsecured and has the same guarantee structure. The covenants
on the new revolving credit facility include: i) limitations on
subsidiary debt, liens, and sale of assets; ii) minimum net worth;
iii) minimum fixed charge coverage; and, iv) maximum leverage
(Debt to EBITDA). The company will need to represent that no
material adverse change has occurred for each advance. The
revolving credit facility includes a sublimit of $375 million for
Yellow Roadway's standby letters of credit and a sublimit of $60
million for foreign subsidiary borrowings.

Rating assigned:

   * Yellow Roadway Corporation $500 million Bank Credit Facility
     due 2009 at Ba1

Ratings upgraded:

   * Yellow Roadway Corporation convertible notes and issuer
     rating to Ba1 from Ba2

Ratings affirmed:

   * Roadway LLC senior notes at Ba1
   * Yellow Roadway Corporation senior implied at Ba1

Rating withdrawn:

   * Yellow Roadway Corporation $525 million senior secured credit
     facilities due 2008

Yellow Roadway Corporation owns four less than truckload trucking
companies, Yellow Transportation, Roadway Express, New Penn and
Reimer Express.  Yellow Roadway Corporation is based in Overland
Park, Kansas.


* Alvarez & Marsal Launches Tax Advisory Services Group
-------------------------------------------------------
Alvarez & Marsal, a global professional services firm, announced
it has formed a new Tax Advisory Services group to provide clients
with independent advice on tax matters.  Joining the firm is a
seasoned team of tax professionals led by Alvarez & Marsal Tax
Advisory Services Chief Executive Officer, Robert N. Lowe, Jr.,
who previously spent more than two decades with Arthur Andersens
Tax and Business Advisory practice.

For more than 20 years, Alvarez & Marsal has been building a
global reputation for helping clients in a range of industries
address complex business challenges,said Bryan Marsal, co-founder
of A&M.  As a leader in the turnaround and restructuring industry,
our firm made a strategic decision in recent years to expand our
capabilities while maintaining our tradition of providing top
quality client service.  Thus, we are building a team of top-
flight industry veterans to create and lead our new service areas
and enhance the value we provide to clients.

Our new tax practice, led by Bob Lowe, complements A&Ms well-
established operational and financial expertise and seeks to
address the market demand for tax professionals who will partner
with their clients to advise them with absolute integrity
regarding tax matters that impact their business,he continued.

In the wake of the Sarbanes-Oxley Act and greater scrutiny on
corporate tax strategies, companies need to be able to rely on
senior-level, objective advice to effectively manage tax
liabilities and risks,said Mr. Lowe.   As a result, an increasing
number of management teams and boards of directors are looking
beyond traditional audit firms, which often encounter conflicts of
interest.   We are aggressively recruiting seasoned tax
professionals who will serve as advocates for their clients.

A&Ms Tax Advisory Services include: consulting on federal,
international, and state and local tax matters, including tax
aspects of mergers, acquisitions and dispositions; identifying and
managing tax risks; advising on tax technology and process
optimization for the tax function; and providing efficient
solutions for tax reporting requirements.

During his career with Andersen, Mr. Lowe held several leadership
positions including Global Managing Partner for Expansions and
Alliances, Member of the Global, U.S., and U.S. Tax Leadership
Teams, and Managing Partner of the Florida Caribbean Market.
Immediately prior to joining A&M, he was a Managing Director and
Chief Operating Officer of a private equity firm with $1.5 billion
under management.  Mr. Lowe holds both a Bachelors and Masters
degree in accounting from the University of Florida.

In addition to Mr. Lowe, Mike Stokke, who has over 24 years of tax
advisory experience, joins the firm as a Managing Director and
head of the Tax Advisory Services practice in Atlanta.  Prior to
joining A&M, Mr. Stokke consulted on corporate tax matters at
Arthur Andersen and Deloitte in Houston, Minneapolis and Atlanta.
He led Andersens Minneapolis tax practice for seven years, and
held national management roles in both Andersen and Deloitte.    A
graduate of the University of Wisconsin-Eau Claire, Mr. Stokke
earned a MBA in management with a specialization in strategy and
leadership from the University of Minnesota Carlson School of
Business.

Joining Mr. Stokke in Atlanta is Jeff Rubin, a Managing Director
who spent over 17 years with Arthur Andersen where he led the
International Tax and Business Advisory Practice for the Southeast
Region.  While at Andersen he was responsible for delivering
value-added consulting services and tax advice for some of the
largest multinational companies in Atlanta and the Southeast.  Mr.
Rubin also was a member of Andersens team focused on partnership
taxation.  Immediately prior to joining A&M, Mr. Rubin co-founded
and served as a managing member of a venture capital fund, which
invested in startup technology companies in the Southeast.   Mr.
Rubin earned a J.D. from Emory University School of Law and a
Bachelors degree in accounting from the University of Florida.

Ted McElroy joins the firm as a Managing Director and head of the
Tax Advisory Services practice in Houston.  Prior to joining A&M
he spent 23 years with Arthur Andersen where he led Andersens Gulf
Coast Region tax practice.  Mr. McElroy has served clients in the
oil and gas industry and has authored publications and articles
about leading tax issues impacting companies in the oil and gas
industry, including the Arthur Andersen Oil and Gas Federal Income
Tax Manual.  For the last two years, he was the Global and U.S.
Oil and Gas Tax Industry leader for Deloitte.  Mr. McElroy earned
both a Bachelors degree and Masters degree in taxation from Texas
A&M University.

Kim Barr, who has more than 23 years of tax advisory experience,
joins the firm as a Managing Director and head of the San
Francisco Tax Advisory Services practice.  Prior to joining A&M,
he was a partner with Andersen and Deloitte in San Francisco and
Seattle.  In Seattle, he led Andersens tax practice for several
years.  In San Francisco, he headed up the regions state and local
tax practice for Deloitte.  Mr. Barrs experience includes advising
clients in such industries as health care, software, publishing
and power generation on federal and state and local tax matters.
A graduate of the University of North Carolina at Chapel Hill with
a Bachelors degree in accounting, he earned a law degree from Duke
Law School.

Kristin Cobb Fonseca, who spent over ten years with Arthur
Andersen, joins the firm as a Managing Director, based in Miami.
During her career with Andersen, she advised large corporate
clients on mergers and acquisitions and accounting methods
matters.  Ms. Fonseca also was a member of Andersens Global
Expansions and Alliances team where she was responsible for
identifying, structuring and negotiating the firms acquisitions,
divestitures and alliances.  Ms. Fonseca holds both a Bachelors
and Masters degree in accounting from the University of Florida.

Founded in 1983, Alvarez & Marsal is a global professional
services firm that helps businesses and organizations in the
corporate and public sectors navigate complex business and
operational challenges.  With professionals based in locations
across the U.S., 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.   Its service
offerings include Turnaround Management Consulting, Crisis and
Interim Management, Creditor Advisory, Financial Advisory, Dispute
Analysis and Forensics, Real Estate Advisory, Business Consulting
and Tax Advisory.  For more information about the firm, please
visit http://www.alvarezandmarsal.com/>www.alvarezandmarsal.com


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
  September 18-21, 2004
     AMERICAN BANKRUPTCY INSTITUTE
        Southwest Bankruptcy Conference
           The Bellagio, Las Vegas, NV
              Contact: 1-703-739-0800 or http://www.abiworld.org

  October 9-10, 2004
     INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING
        CONFEDERATION
        IWIRC Annual Fall Conference
           Nashville, TN
              Contact: 1-703-449-1316 or www.iwirc.com

  October 10-13, 2004
     NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
        Seventy Seventh Annual Meeting
           Nashville, TN
              Contact: http://www.ncbj.org/

  October 15-18, 2004
     TURNAROUND MANAGEMENT ASSOCIATION
        2004 Annual Convention
            Marriott Marquis, New York City
               Contact: 312-578-6900 or www.turnaround.org

  November 29-30, 2004
     BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT
        The Eleventh Annual Conference on Distressed Investing
           Maximizing Profits in the Distressed Debt Market
              The Plaza Hotel - New York City
                    Contact: 1-800-726-2524; 903-592-5168;
                    dhenderson@renaissanceamerican.com

  December 2-4, 2004
     AMERICAN BANKRUPTCY INSTITUTE
        Winter Leadership Conference
           Marriott's Camelback Inn, Scottsdale, AZ
              Contact: 1-703-739-0800 or http://www.abiworld.org

  March 9-12, 2005
     TURNAROUND MANAGEMENT ASSOCIATION
        2005 Spring Conference
            JW Marriott Desert Ridge, Phoenix, AZ
               Contact: 312-578-6900 or www.turnaround.org

  April 28- May 1, 2005
     AMERICAN BANKRUPTCY INSTITUTE
        Annual Spring Meeting
           J.W. Marriot, Washington, DC
              Contact: 1-703-739-0800 or http://www.abiworld.org

  June 2-4, 2005
     ALI-ABA
        Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
          Drafting, Securities and Bankruptcy
           Omni Hotel, San Francisco
              Contact: 1-800-CLE-NEWS; http://www.ali-aba.org

  July 14 -17, 2005
     AMERICAN BANKRUPTCY INSTITUTE
        Ocean Edge Resort, Brewster, MA
           Contact: 1-703-739-0800 or http://www.abiworld.org

  July 27- 30, 2005
     AMERICAN BANKRUPTCY INSTITUTE
        Southeast Bankruptcy Workshop
           Kiawah Island Resort and Spa, Kiawah Island, SC
              Contact: 1-703-739-0800 or http://www.abiworld.org

  October 19-23, 2005
     TURNAROUND MANAGEMENT ASSOCIATION
        2005 Annual Convention
            Chicago Hilton & Towers, Chicago
               Contact: 312-578-6900 or www.turnaround.org

  November 2-5, 2005
     NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
        Seventy Eighth Annual Meeting
           San Antonio, TX
              Contact: http://www.ncbj.org/

  December 1-3, 2005
     AMERICAN BANKRUPTCY INSTITUTE
        Winter Leadership Conference
           Hyatt Grand Champions Resort, Indian Wells, CA
              Contact: 1-703-739-0800 or http://www.abiworld.org


The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                            *********

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, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo and Peter A. Chapman, Editors.

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

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

The TCR subscription rate is $675 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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