TCR_Public/040916.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

          Thursday, September 16, 2004, Vol. 8, No. 199


ADAHI INC: Case Summary & 15 Largest Unsecured Creditors
AINSWORTH LUMBER: Moody's Puts B2 Rating on $450M Senior Notes
AINSWORTH LUMBER: S&P Affirms B Corporate Credit & Debt Ratings
AIRGATE PCS: Says Amended Sprint Agreement Will Settle Disputes
ALADDIN GAMING: $510 Million Casino Sale Completed Aug. 31

ALLIED WASTE: Moody's Reviewing 28 Low-B Ratings & May Downgrade
ALLIED WASTE: Fitch Revises Outlook on Low-B Ratings to Negative
ALLISON DEVELOPMENT: List of 16 Largest Unsecured Creditors
AVIALL INC: Performance Prompts Moody's to Hold Low-B Ratings
BELL CANADA: Gets Court OK to Pay Noteholders $168.8M on Sept. 29

BOSTON CHICKEN: Trustee Settles Some FAD Lawsuits for 70%
BPL ACQUISITION: Moody's Affirms Ba1 Senior Sec. & Implied Ratings
BRIDGEPOINT TECH: Wants to Use Lender's Cash Collateral
CALA CORP: Retains George Brenner as Independent Auditor
CELESTICA INC: Expects Up to $2.15 Billion in Revenues for Q3

CENTRAL GARDEN: S&P Affirms BB Ratings with Negative Outlook
CHARLES RIVER: Moody's Assigns Ba1 Rating to Credit Facilities
CLECO EVANGELINE: Moody's Reviewing B3 Debt Rating & May Upgrade
COVANTA: Claims Classification & Treatment Under Covanta Lake Plan
CREST 2001-1: Fitch Affirms B+ Rating on Preferred Shares

CREST 2002-IG: Fitch Affirms BB Rating on $14M Class D Notes
CREST G-STAR: Fitch Puts Low-B Ratings on $21MM Notes & Preferreds
CUSTOM PRODUCTION: Case Summary & 11 Largest Unsecured Creditors
DAVIS PRESERVATION GROUP LLC: Voluntary Chapter 11 Case Summary
DELTA AIR: Revised Form 10-K Discloses Possible Chapter 11 Filing

DEVLIEG BULLARD: Wants Fladgate Fielder as Special Counsel
DIGITALNET INC: Moody's Reviewing Single-B Ratings & May Upgrade
DIRECTV HOLDINGS: Fitch Puts Double-B Ratings on Senior Debt
E-SIM LTD: July 31 Balance Sheet Upside-Down by $5.3 Million
ENRON CORP: Inks Closing Agreement with IRS Commissioner

ENTERPRISE PRODS: Extends Four Cash Tender Offers to Sept. 24
EXIDE TECH: Five Creditors Transfer Claims Totaling $743,544
FINOVA GROUP: To Prepay $188,717,960 on 7.5% Sr. Notes on Oct. 15
FOSTER WHEELER: Wins $32MM Caltex EPC Pact for Low-Sulfur Project
FOSTER WHEELER: Only 49.3% of Holders Okay Equity-for-Debt Swap

GLOBAL CROSSING: AGX Trustee Wants to Establish Admin. Bar Date
GOSHAWK RIDGE: U.S. Trustee Meeting Creditors on Oct. 25
GRAHAM PACKAGING: Moody's Rates New Loans at Junk & Low-B Levels
GRAPHIC DETAIL INC: Case Summary & 20 Largest Unsecured Creditors
HUNTSMAN: Planned IPO Prompts S&P to Put B Ratings on CreditWatch

INTERPOOL INC: Sold $150 Million New Notes via Private Placement
INTERPUBLIC: Poor Internal Controls Cue S&P to Watch BB+ Rating
JUNIPER GENERATION: Fitch Lifts $105M Notes to Investment Grade
KMART HOLDING: UBS Lifts 12-Month Price Target to $101 from $85
LAUREL MOUNTAIN: Somerset Trust Conducts Public Sale on Friday

LONGHOUSE ASSOCIATES: Case Summary & Largest Unsecured Creditors
MISSION HEALTH: Wants to Access Up to $1.2MM of Cash Collateral
MGM MIRAGE: Fitch Assigns BB+ Rating to $400MM 6% Senior Notes
MORGAN STANLEY: Fitch Affirms Low-B Ratings on Six Cert. Classes
NATIONAL ENERGY: Goldman Sachs Wins 12 Equity Interests for $656MM

NATIONAL MEDICAL: Reports $6.6MM Stockholders' Deficit at June 30
NORTEL NETWORKS: Completes Deployment of VoIP Networks in Mexico
PATHMARK STORES: Competition Spurs Moody's to Pare Ratings to B3
PROJECT FUNDING: Fitch Pares Ratings on Two Note Classes to Low-B
PURE TECH: U.S. Patent Office Grants 2nd Patent on P-Wave Tech.

QUALITY DISTRIBUTION: Richard Marchese Acts as Interim SVP & CFO
RCN CORP: Wants to Employ PDA as Operations Consultant
RIVERSIDE FOREST: Says 11-Month Reports Prove Tolko Bid Inadequate
SALEM COMMS: S&P's B+ Corporate Credit Rating Has Stable Outlook
SCOTT ACQUISITION: Wants Renaissance Partners as Financial Adviser

SIERRA HEALTH: Will Release 3rd Quarter Results on Oct. 20
SILICON GRAPHICS: S&P Affirms Junk Corporate Credit Rating
SIMMONS BEDDING: IPO Uncertainty Cues S&P to Hold B+ Credit Rating
SINO-FOREST: Appoints Messrs. Horsley & Hyde to Board of Directors
SYSTECH RETAIL: Posts $1.5 Million 1st Quarter Net Loss

UAL CORP: Board Wants to Appoint IFS as Pension Plan Fiduciary
UAL CORP: Flight Attendants Support Chapter 11 Trustee Appointment
UBS 400: Moody's Shaves Ratings on Two Cert. Classes to Low-B
URS CORP: Wins Military Construction Management & Designs Pact
US AIRWAYS: Moody's Assigns Junk Rating on Five Cert. Classes

US AIRWAYS: Fitch Says 2nd Bankruptcy Raises U.S. Airport Concerns
US AIRWAYS: Vacations Says It's Business as Usual During Reorg.
US LEC: Moody's Assigns Junk Senior Implied & Issuer Ratings
WASTECORP.: Disclosure Statement Hearing Adjourned to September 28
WEST OWENS MANAGEMENT GROUP: Voluntary Chapter 11 Case Summary

* GDI Global Data Providing Services for Distressed Situations


ADAHI INC: Case Summary & 15 Largest Unsecured Creditors
Debtor: Adahi, Inc.
        PO Box 8106
        Incline Village, Nevada 89452

Bankruptcy Case No.: 04-52718

Chapter 11 Petition Date: September 13, 2004

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

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

Total Assets: $10 Million to $50 Million

Total Debts: $10 Million to $50 Million

Debtor's 15 largest unsecured creditors:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
M. Nielsen Corporation        Loan                      $328,664
PO Box 3346
Incline Village, Nevada 89450

Holm Electric                 Goods and Services         $33,332

Bauer Drywall                 Goods and Services         $30,896

Otis Elevator                 Goods and Services         $19,330

Luschar Plumbing              Goods and Services         $19,295

Huff's Heating                Goods and Services         $13,018

Copeland Lumber Yards         Goods and Services         $13,004

G & E Painting                Goods and Services         $11,025

Arcade Insulation             Goods and Services          $9,888

Blacktop Paving               Goods and Services          $8,400

Q S Stairs                    Goods and Services          $2,650

Brite Glass                   Goods and Services          $1,800

ITG                           Goods and Services          $1,398

Green Thumbs Grounds Care     Goods and Services          $1,137

Cardenas Enterprises, Inc.    Goods and Services            $230

AINSWORTH LUMBER: Moody's Puts B2 Rating on $450M Senior Notes
Moody's Investors Service assigned a B2 rating to Ainsworth Lumber
Co. Ltd.'s proposed US$450 million new note issues.  he new notes
are being issued to fund Ainsworth's US$457.5 million purchase of
Potlatch Corporation's oriented strandboard -- OSB -- assets, and
will rank equally with Ainsworth's existing senior unsecured
notes.  Accordingly, the ratings on the existing notes, as well as
Ainsworth's senior implied and issuer ratings, were downgraded to
B2.  The ratings outlook is stable.  This action concludes a
review initiated on August 27th.

Rating issued:

   Ainsworth Lumber Co. Ltd.:

      Outlook: Stable

      * US$150 million senior unsecured floating rate notes: B2

      * US$300 million senior unsecured notes: B2

Ratings Downgraded:

   Ainsworth Lumber Co. Ltd.:

      * Senior Implied: to B2 from B1

      * Issuer Rating: to B2 from B1

      * US$320 million senior unsecured 6.75% Notes due
        March 15, 2014: to B2 from B1

The B2 ratings reflect the company's:

   * increased leverage (debt per unit of capacity increases 54%
     to US$228/mmsf (3/8th inch) as a consequence of the

   * relatively modest size,

   * limited product diversity, and

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

While near term results are expected to remain exceptionally
strong, mid-to-long term results are expected to remain quite
volatile and Ainsworth's cash generation is expected to vary
widely within relatively short periods of time as a consequence of
OSB's price volatility.  

The rating also accounts for an aggressive acquisition policy that
has seen Ainsworth complete two relatively large acquisitions
within a very short time.  

In addition, with the most recent acquisition being 100% debt
financed and with a small dividend having been paid during the
associated acquisition assessment, with a significant amount of
cash being retained, and with no means of reducing debt over the
near term without incurring call premia, it does not appear that
the company is focused on debt reduction.

Further, with the newly acquired mills being higher cost than the
existing stable of assets, and with the new assets being
substantially dependent upon third party wood supplies,
Ainsworth's average unit cost profile increases while its ability
to control costs decreases.

There are also integration risks, and with the transaction being
completed at a time when there is greater risk of OSB prices
decreasing than increasing, there is the potential of cash flow
decreasing and frustrating any near term efforts to de-lever.  

Moody's ratings also reflected the sound quality, low cost and
integrated fiber supply arrangements of the company's existing OSB
mills (three of which are wholly owned with a third being a 50%
joint venture), together with adequate liquidity arrangements and
an absence of near term debt amortization requirements.  The
acquisition provides enhanced aggregate scale and geographic
coverage, the potential for product mix and logistics synergies
and reduces currency exchange rate risk.

Ainsworth recently augmented its liquidity by entering into a
5-year C$50 million secured revolving credit facility.  
Outstandings are currently nil.  Drawings under the facility are
subject to a standard borrowing base and are secured by inventory
and receivables.  Ainsworth will shortly be implementing a United
States based liquidity facility to serve its new operations.  
Although both credit facilities would continue to inject some
structural subordination to the senior unsecured notes, the size
of the facilities is expected to be small relative to outstanding
debt (approximately C$1,027 million) and total assets (estimated
by Moody's to be approximately C$1,485 million post the
acquisition).  Together with anticipated minimal usage, this
allows the senior unsecured notes to be rated equivalent with the
senior implied and issuer ratings at the B2 level.  Ainsworth's
current and expected financial results are in line with the
proposed revolving credit facility covenants (there are no bond
maintenance covenants).

The outlook for the ratings is stable.  Over time, higher ratings
could result from material debt reduction (to significantly less
that US$200/mmsf of capacity) and the implementation of more
conservative financial policies.  Adverse ratings actions could
occur if:

   * OSB prices weaken for a prolonged period,

   * the Canadian dollar appreciates significantly,

   * the company increases leverage to support acquisitions or new
     facilities, or

   * financial liquidity deteriorates.

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 acquisition,
Ainsworth will have a 13% market share in OSB, and OSB sales will
represent approximately 97% of total revenues.

AINSWORTH LUMBER: S&P Affirms B Corporate Credit & Debt Ratings
Standard & Poor's Ratings Services affirmed its 'B+' long-term
corporate credit and senior unsecured debt ratings on Vancouver,
B.C.-based Ainsworth Lumber Co. Ltd.  At the same time, the
ratings were removed from CreditWatch, where they had been placed
on Aug. 26, 2004, following the company's announcement to purchase
all of Potlatch Corp.'s oriented strandboard -- OSB --
manufacturing and related facilities for about US$457.5 million.   

Ainsworth's proposed new issues of US$300 million of fixed senior
unsecured notes due 2012 and US$150 million of floating variable-
rate senior notes due 2010 were also assigned 'B+' ratings.  The
outlook is stable.

"Although the purchase is being financed with additional debt, we
believe Ainsworth will be able to generate sufficient cash flow to
achieve a credit profile consistent with the existing rating, even
if OSB prices decline significantly," said Standard & Poor's
credit analyst Daniel Parker.  In addition, the company will
maintain about C$130 million cash on the balance sheet, which
alleviates any liquidity concerns.  The Potlatch assets will
diversify the company's geographic and operating presence and
solidify Ainsworth's position in the north-central U.S.

The company's financial profile is very aggressive, as it uses a
significant amount of debt in its capital structure.  
Profitability and credit protection measures can swing wildly with
changes in OSB prices.  Ainsworth's business mix is narrowly
focused--OSB (a plywood substitute) accounts for well over 95% of
sales and earnings.  The major business risk is the extreme
volatility of OSB prices, which is caused by supply and demand
factors.  Demand is driven primarily by the residential housing
market, and OSB prices are sensitive to any demand fluctuations.  
A slowdown in the residential construction market would hurt OSB

Although OSB prices are likely to decline substantially in 2005
from the peak levels experienced in 2004, Standard & Poor's
expects the company to be diligent in its efforts to reduce debt
and to focus on integrating the new assets.

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 acquisition,
Ainsworth will have a 13% market share in OSB, and OSB sales will
represent approximately 97% of total revenues.

AIRGATE PCS: Says Amended Sprint Agreement Will Settle Disputes
AirGate PCS, Inc. (Nasdaq: PCSA), a PCS Affiliate of Sprint,
reports an addendum to its Sprint Management and Services
Agreements regarding back office billing and service charges, new
customer activation fees and roaming rates, providing immediate
substantial savings to AirGate's cost structure. The new fees will
be effective August 1, 2004, through December 31, 2006. The
Addendum was filed yesterday with the Securities and Exchange
Commission as an exhibit to a Form 8-K filing being made by

AirGate says the companies have executed a Settlement Agreement
and Mutual Release, which will result in the settlement of various
financial and contractual disputes including all previously
disputed charges between the companies.

"We are very pleased to have reached this agreement with Sprint
which solidifies our business partnership," commented Thomas M.
Dougherty, president and chief executive officer of AirGate PCS.
"Not only will AirGate achieve significant cost savings, but this
established rate structure also provides us with better clarity on
our key operating metrics going forward. As an additional benefit,
we can also opportunistically explore refinancing indebtedness
such as our credit facility with clarity as to the positive
relationship we share with Sprint. Most importantly, with these
issues resolved, we can fully focus our efforts on growing our
business and gaining market share in our territory."

                         About AirGate PCS

AirGate PCS, Inc., is the PCS Affiliate of Sprint with the right
to sell wireless mobility communications network products and
services under the Sprint brand in territories within three states
located in the Southeastern United States. The territories include
over 7.4 million residents in key markets such as Charleston,
Columbia, and Greenville-Spartanburg, South Carolina; Augusta and
Savannah, Georgia; and Asheville, Wilmington and the Outer Banks
of North Carolina.

At June 30, 2004, AirGate PCS, Inc.'s balance sheet showed a
$89,148,000 stockholders' deficit, compared to a $376,997,000
deficit at September 30, 2003.

ALADDIN GAMING: $510 Million Casino Sale Completed Aug. 31
On August 31, 2004, BH/RE, L.L.C., and OpBiz, L.L.C., completed
the acquisition of substantially all of the real and personal
property owned or used by Aladdin Gaming, LLC, to operate the
Aladdin Resort and Casino located in Las Vegas, Nevada, and $15
million of working capital from Aladdin Gaming.

The purchase price was $510 million plus the assumption of various
contracts and leases entered into by Aladdin Gaming in connection
with its operation of the Aladdin and certain of Aladdin Gaming's
liabilities. OpBiz paid the purchase price by issuing $500 million
of Term Loan A notes and $10 million of Term Loan B notes under
the Credit Agreement to Aladdin Gaming's secured creditors.

A full-text copy of the Purchase and Sale Agreement, dated April
23, 2003, by and between OpBiz, L.L.C. and Aladdin Gaming, LLC, is
available at no charge at:   
A full-text copy of the First Amendment to Purchase and Sale
Agreement, dated August 31, 2004, by and between OpBiz, L.L.C. and
Aladdin Gaming, LLC, is available at no charge at:  

Aladdin Gaming, LLC, dba Aladdin Hotel & Casino, owns and operates
a casino and hotel located in Las Vegas, Nevada. Aladdin Gaming
commenced its bankruptcy case on September 28, 2001, (Bankr. Nev.
Case No. 01-20141). Gerald M. Gordon, Esq., at Gordon & Silver,
Ltd. represents the Debtor.  Aladdin entered into an Asset
Purchase Agreement to sell substantially all of its assets to
OpBiz on April 23, 2003.  An auction was held, and OpBiz won.  On
August 29, 2003, the Bankruptcy Court confirmed Aladdin's Plan.  
Aladdin's balance sheet dated June 30, 2004, showed $568 million
in assets and $591 million in liabilities.  

ALLIED WASTE: Moody's Reviewing 28 Low-B Ratings & May Downgrade
Moody's Investors Service placed the ratings of Allied Waste North
America, Inc., its wholly owned subsidiary, Browning-Ferris
Industries, Inc., and its parent company Allied Waste Industries,
Inc., on review for possible downgrade.

The review is triggered by company's weaker operating earnings and
cash generation, and higher leverage than anticipated by Moody's
over the last twelve months ended June 30, 2004, as well as the
company's announcement of a downward revision in earnings guidance
for the balance of the year.  The rating review will focus on,
among other things:

     (i) the reasons behind the company's lackluster performance
         in the last two quarters vis a vis its peers;

    (ii) the impact of current and expected operating performance
         on cash flow generation, funding of capital expenditures,
         and debt reduction; and

   (iii) the impact of the revised 2004 EBITDA on financial
         covenant tests.

These ratings are affected:

   Allied Waste Industries, Inc.:

      * Senior Implied Rating, Ba3;

      * Senior Unsecured Issuer Rating, B3;

      * $230 million issue of 4.25% guaranteed senior subordinated
        convertible bonds due 2034, rated B3;

      * $345 million issue of mandatory convertible preferred
        stock -- conversion date of April 2006, rated Caa1;

   Allied Waste North America, Inc.:

      * $1.5 billion guaranteed senior secured revolving credit
        facility due 2008, rated Ba2;

      * $200 million guaranteed senior secured Tranche A Credit-
        Linked Deposits due 2010, rated Ba2;

      * $1.185 billion senior secured Tranche B Term Loan due
        2010, rated Ba2;

      * $250 million senior secured Tranche C Term Loan due 2010,
        rated Ba2;

      * $150 million senior secured Tranche D Term Loan due 2010,
        rated Ba2;

      * $600 million issue of 7.625% guaranteed senior secured
        notes due 2006, rated Ba3;

      * $750 million issue of 8.5% guaranteed senior secured notes
        due 2008, rated Ba3;

      * $600 million issue of 8.875% guaranteed senior secured
        notes due 2008, rated Ba3;

      * $425 million issue of 6.125% senior secured notes due
        2014, rated Ba3;

      * $350 million issue of 6.5% guaranteed senior secured notes
        due 2010, rated Ba3;

      * $400 million issue of 5.75% guaranteed senior secured
        notes due 2011, rated Ba3;

      * $375 million issue of 9.25% guaranteed senior secured
        notes due 2012, rated Ba3;

      * $450 million issue of 7.875% guaranteed secured senior         
        notes due 2013, rated Ba3;

      * $400 million issue of 7.375% guaranteed senior unsecured         
        notes due 2014, rated B2;

      * $345 million issue of senior subordinated notes due 2009,
        rated B3;

      * The Speculative Grade Liquidity Rating of SGL-2.

   Browning-Ferris Industries, Inc.
   - (assumed by Allied Waste North America, Inc.):

      * $69.4 million issue of 7.875% senior secured notes due
        2005, rated Ba3;

      * $161.1 million issue of 6.375% senior secured notes due
        2008, rated Ba3;

      * $99.5 million issue of 9.25% secured debentures due 2021,
        rated Ba3;

      * $360 million issue of 7.4% secured debentures due 2035,
        rated Ba3;

      * Approximately $191 million of industrial revenue bonds
        rated B2.

Allied Waste North America, Inc., a wholly owned operating
subsidiary of Allied Waste Industries, Inc., is based in
Scottsdale, Arizona.  Allied is a vertically integrated, non-
hazardous solid waste management company providing collection,
transfer, and recycling and disposal services for residential,
commercial and industrial customers.  The company had sales of
$5.25 billion in 2003.

ALLIED WASTE: Fitch Revises Outlook on Low-B Ratings to Negative
Fitch Ratings has revised the Rating Outlook for Allied Waste
(NYSE: AW) to Negative from Stable, following the company's
announcement of weaker operating results and increased capital
expenditures, the combination of which will pressure free cash
flow and slow the pace of debt reduction.  Allied Waste's current
ratings are as follows:

   -- Senior secured bank facilities 'BB';
   -- Senior secured notes 'BB-';
   -- Senior unsecured notes 'B+';
   -- Senior subordinated notes 'B';
   -- Mandatory convertible preferred 'B-'.

Margin pressure has resulted from weaker pricing and higher costs
than originally anticipated.  Weak revenue performance has
occurred despite improving economic conditions, and Allied Waste
appears to be under-performing its competitors in this area.  
Allied Waste has also indicated higher repair and maintenance
expenses and other corporate expenditures.  Higher fleet
expenditures should improve maintenance costs over the
intermediate term but will pressure free cash flow in the short

Fitch expects the company to continue to produce positive free
cash flow, however the pace of delevering is expected to slow.  If
operational softness persists, expected improvement in credit
metrics may not occur, although the company's fixed obligations
have been improved through a number of refinancing activities.
Further reduction in the company's positive free cash flow buffer
could result in a review of the current ratings.  Although not
anticipated at this stage, further margin deterioration through
economic weakness or other factors could tighten the room under
bank covenants.

At June 30, 2004, Allied Waste's LTM EBITDA/LTM interest, debt/LTM
EBITDA, and debt/cap were 2.2 times, 5.1x, and 75.7%,

ALLISON DEVELOPMENT: List of 16 Largest Unsecured Creditors
Allison Development - Columbus, Inc., released a list of its 16
Largest Unsecured Creditors:

Entity                        Nature of Claim       Claim Amount
------                        ---------------       ------------
K & N Appliances              Services                   $52,727

Frias Hardwood Floors         Services                   $27,209

Wheatley Plumbing             Services                   $25,000

FAR Painting                  Services                   $20,000

Custom Living                 Services                   $15,000

Olympus Marble & Granite      Services                   $11,602

David Tile                    Services                    $8,975

Lighting Inc.                 Services                    $5,846

Dal Tile                      Services                    $4,229

Romo Electric                 Services                    $1,555

Hoelscher Weather Stripping   Services                    $1,555

Joe Hijonsa                   Services                      $660

Lonestar Millwork             Services                      $246

Stock Building Supply         Services                      $179

BFI                           Services                       $76

Cornerstone Hardware          Services                       $34

Headquartered in Houston, Texas, Allison Development - Columbus,
Inc., filed for chapter 11 protection (Bankr. S.D. Tex. Case No.
04-42749) on September 3, 2004.  Richard W. Aurich, Jr., Esq., in
Houston, Texas, represents the Company in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated assets and debts of more than $1 million.

AVIALL INC: Performance Prompts Moody's to Hold Low-B Ratings
Moody's Investors Service has confirmed all ratings of Aviall Inc.
(senior implied of Ba3), and has changed the company's rating
outlook to positive from stable, recognizing the strength of
Aviall's operating performance and credit fundamentals and its
ability to internally fund ongoing growth initiatives while
effectively managing financial and business risks.  Specifically,
these ratings have been confirmed:

   * Aviall's $200 million senior unsecured notes, due 2011, rated

   * Senior implied rating of Ba3; and

   * Issuer rating of B2.

The positive rating outlook reflects:

   * the company's recent track record of strong operating
     performance and financial results,

   * Moody's expectation that cash flow generation in the near
     term will be sufficient to cover capital expenditures and
     substantial levels of working capital investment that would
     be needed, particularly in inventory, to support the
     company's growth strategy.
Ratings may be positively affected if the company were to
demonstrate its ability to continue revenue growth of over 7%
annually while maintaining gross profit margins of over 16%, with
funds from operations sufficient to cover working capital and
CAPEX requirements throughout this period.  Conversely, ratings or
their outlook could face downward revision if gross profit margins
decline below 13% due to weak market conditions or the loss of
critical contracts, or if continued aggressive growth causes free
cash flow to fall below 10% of total debt over a protracted period
of time.

Since Moody's first assigned ratings to Aviall in June 2003,
Aviall has generally achieved and, in some areas, exceeded
expected operating performance measurements.  Aviall's revenue has
grown from $803 million in FY 2002 to $1.1 billion LTM June 2004.  
EBITDA has similarly grown in this period, although operating
margins have tightened, largely due to the increase in lower-
margin but less volatile military business.  Approximately 53% of
the company's FY 2003 revenues were derived from such sources,
predominantly relating to the Rolls Royce T56 engine platform,
which Moody's believes should provide the company with a stable
long term revenue stream.  

By achieving such revenue growth while generally maintaining
margins, Aviall has been able to generate robust and stable cash
flow, while leverage has remained modest.  June 2004 debt of
$204 million represents about 2.2x LTM EBITDA, and LTM June 2004
free cash flow of about $60 million represents 29% of total debt,
both of which are strong for this rating category.

As the world's largest independent distributor of new aviation
parts in the aftermarket, the company typically grows through
obtaining exclusive distribution arrangements from OEM's for
particular airframes.  As part of this strategy, the company is
required to purchase and maintain significant inventories of these
parts to meet end customer demand.  Considering expectations for
general improvement in the commercial aviation segment and revenue
stability provided by the continued-strong military sector,
Moody's expects that free cash flow will be sufficient to support
future growth, including any investments in inventory required to
enter into large, new OEM distribution agreements.

Moody's continues to be concerned about market risk inherent in
Aviall's business model.  As the company's core operations involve
investment in inventories from OEM suppliers in advance of orders
by downstream users, Aviall is ultimately exposed to changes in
pricing and demand for the parts.  Although much of this risk is
mitigated by relatively short-term ordering cycles, unexpected
pricing pressure, possibly caused by competitive factors or
softness in downstream aviation markets, could have an adverse
effect on the company's revenue growth and profitability over the

Moreover, the company is exposed to event risk associated with its
OEM supplier contracts. Approximately  60% of the company's 2003
sales were associated with contracts to one manufacturer, Rolls
Royce, with particular exposure to the T56 engine platform.  
However, concentration risk on this platform is mitigated by:

   (a) the fact that the T56 contract cannot be terminated for
       convenience by Rolls Royce until January 2007; and

   (b) strong expected utilization of military aircraft using this
       engine, particularly the C-130, which should result in high
       replacement parts ordering levels.

Still, Moody's remains cautious that loss of large supplier
contracts with key OEM's, for performance reasons or due to an
inability to renew existing contracts, could potentially have the
effect of reducing Aviall's revenue base and cash flows, weakening
its competitive position, and result in a general deterioration in
credit fundamentals.

Therefore, the maintenance of existing contract relationships and
adroit management of its inventory investment strategy will be
critical to Aviall's ratings.

Aviall, Inc., headquartered in Dallas, Texas, is the largest
independent global provider to the aerospace market of new
aviation parts as well as supply chain management to customers in
the government/military, general aviation/corporate and commercial
aviation sectors.  It is a public company since 1993, following
its spin-off from Ryder System, Inc.  The company has two
subsidiaries: Aviall Services (97% of 2003 revenue), which is
engaged in parts distribution, and ILS (3% of revenue), which
operates a global electronic marketplace. Aviall had FY 2003
revenue of $1.01 billion.

BELL CANADA: Gets Court OK to Pay Noteholders $168.8M on Sept. 29
The Ontario Superior Court of Justice has approved the application
of Bell Canada International, Inc., to pay, on the scheduled
maturity date of September 29, 2004, the principal amount of
$160 million due to holders of Bell Canada International's 11%
senior unsecured notes.  Holders of the notes will also receive on
September 29, 2004 accrued interest of $8.8 million.

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

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

BOSTON CHICKEN: Trustee Settles Some FAD Lawsuits for 70%
Gerald K. Smith, the Boston Chicken Plan Trustee, asks the U.S.
Bankruptcy Court for the District of Arizona for permission to
enter into a settlement agreement with certain defendants.

              The Fraudulent Transfer Complaint

Four years ago, Mr. Smith filed a complaint (Adv. Pro. No. 00-676)
to avoid certain fraudulent transfers arising out of the merger
and roll-up transaction that occurred in March through July 1998,
shortly before Boston Chicken's bankruptcy.  The Trustee alleges
that Boston Chicken paid approximately $9.5 million in cash and
issued Boston Chicken securities to the holders of the "pooled
preferred" equity interest in the Financed Area Developers
("FADs"). The Trustee alleges in that action that Boston Chicken
was insolvent at the time of the merger transaction; that the
preferred equity interests acquired by Boston Chicken were
worthless; and, accordingly, the transfers to the defendants to
acquire the preferred equity interests were fraudulent and
preferential transfers.

The Settling Defendants answered and denied, and continue to deny,

                  Summary Judgment Decision

The Trustee and the Settling Defendants (and other defendants)
filed cross-motions for summary judgment in the Action.  On
September 30, 2003, the Bankruptcy Court entered its under
advisement decision re motions for summary judgment, granted
summary judgment to the Trustee on the Trustee's fraudulent
transfer claim and denied the Settling Defendants' motion.  As
part of their settlement discussions, the parties agreed not to
seek entry of a final judgment and to date no final judgment has
been entered by the Bankruptcy Court on that ruling.

                 Prejudgment Interest Ruling

After the decision on the cross-motions for summary judgment, the
Trustee and the Settling Defendants engaged in further litigation
and negotiation concerning the applicable amount of prejudgment
interest. On or about December 30, 2003, the Bankruptcy Court
issued a bench ruling concerning the date of accrual and
appropriate rate of any prejudgment interest amount.

                 The Settlement Conference

After the Prejudgment Interest Ruling, the Trustee and the
Settling Defendants, through their respective counsel,
participated in the March 29, 2004, judicial settlement conference
before the Honorable Redfield T. Baum, United States Bankruptcy
Court Judge. As a result of the settlement conference, the
parties' counsel agreed to recommend to their clients a settlement
offer term sheet outlining the terms of the proposed settlement of
the claims alleged in the Action against certain defendants
represented by the Pedersen & Houpt law firm. A condition of the
settlement was that there be enough acceptances of the terms by
defendants to generate $4.725 million in settlement payments to
the Trustee.  The parties have since then negotiated the final
terms and counsel for the Settling Defendants solicited and
obtained the necessary consents to meet (and, in fact, exceed) the
$4.725 million threshold.

                 The Settlement Agreement

The material terms of the settlement agreement are:

   (1) Each Settling Defendant will pay 70% of:

       (a) the principal amount of the cash received by the
           Settling Defendant in the July 15, 1998, merger
           and roll up transaction which was at issue in
           the Action; and

       (b) accrued prejudgment interest which the parties
           agree is 8.5% of the principal amount.

   (2) The Settlement Amount to be received by the Trustee
       pursuant to the Settlement Agreement will not be
       less than $4.725 million. Approximately $267,000
       will be in the form of promissory notes and the
       remainder will be cash payments.  The promissory
       notes will be secured by stipulated judgments and/or
       other personal guarantees with evidence of financial
       ability to pay the notes satisfactory to the
       Trustee.  In the event that the total settlement
       payments exceed $4.725 million in cash and notes,
       the Trustee and the defendants will split the
       amount in excess of $4.725 million:

       (a) 66-2/3% to the Trustee and

       (b) 33-1/3% to the defendants.

   (3) Additional acceptances received between September 30
       and December 31, 2004, will be split between the
       Trustee and the Settling Defendants:

       (a) for reimbursement of fees and costs in obtaining
           the settlement;

       (b) any amount in excess of 70% of the principal
           amount transferred and 70% of the accrued
           prejudgment interest to the Trustee; and

       (c) all amounts equivalent to 70% of the principal
           distribution and accrued prejudgment interest
           (net of the reimbursement of fees and expenses)
           will be divided between the Trustee (66-2/3%)
           and the defendants (33-1/3%).

   (4) The parties will provide each other with
       comprehensive mutual releases of claims and the
       action against the Settling Defendants will be
       dismissed with prejudice.  

The Settlement Amount to be received by the Trustee represents 70%
of the cash transferred to the Settling Defendants and 70% of the
accrued prejudgment interest.  "Given that significant percentage;
the possibility of an appeal and a reversal of this Court's
decision; and the risk and cost of further litigation, the Trustee
believes that this settlement is in the best interests of the
Estate and should be approved," Robert H. McKirgan, Esq., at Lewis
& Roca LLP, tells Judge Case.  

The largest Settling Defendants are:
   Settling Defendant                         Amount
   ------------------                       ----------
   Bowana Foundation                        $395,996.30
   C&B Holdings, Ltd.                        126,990.16
   Bryan J. Flynn [Trust]                    115,294.73
   Donald F. Flynn [Trust]                   103,691.10
   Kevin F. Flynn [Trust]                    115,294.73
   Frontenac VI Limited Partnership          464,145.34
   Charles A. Lewis                          330,703.55
   Marquette Venture Partners II, L.P.       225,626,18
   Thomas H. Patrick                         146,205.78
   Platinum Venture Partners II, L.P.        100,743.52
   1989 Ryan Family Trust                    391,743.06
   Jeffrey Shearer                           116,529.26
   Spraying Systems [Profit Sharing Plan]    155,536.65
   Howard C. Warren                          195,871.53
   Wijler Holdings, N.V.                     155,536.65

The complete list of Settling Defendants is available at no charge

A hearing on the settlement pact is scheduled for October 5, 2004,
at 11:00 a.m., in Phoenix.  Objections, if any, must be filed and
served by September 27, 2004.

Boston Chicken, Inc., filed for chapter 11 bankruptcy protection
in October 1998. On January 6, 2000, the Company announced that it
and its Boston Market-related subsidiaries had filed a joint Plan
of Reorganization and related Disclosure Statement with the U.S.
Bankruptcy Court for the District of Arizona (Bankr. Case Nos. 2-
98-12547 through 2-98-12570). The basis of the Plan of
Reorganization was an asset purchase agreement dated November 30,
1999 among the Debtors, as Sellers, Golden Restaurant Operations,
Inc., a wholly-owned subsidiary of McDonald's Corporation, as
Buyer, and McDonald's, as guarantor of certain of GRO's
obligations under the Asset Purchase Agreement. Under the terms of
the Asset Purchase Agreement, GRO purchased substantially all of
the assets of the Debtors and assume certain liabilities of the
Debtors for approximately $173.5 million.

BPL ACQUISITION: Moody's Affirms Ba1 Senior Sec. & Implied Ratings
Moody's Investors Service affirmed with stable outlooks the debt
ratings of Buckeye Partners, L.P. (Buckeye, Baa2 senior unsecured)
and BPL Acquisition, L.P. (GP Holdco, Ba1 senior secured and
senior implied) after an assessment of the credit impact of
Buckeye's pending acquisition of and related financing for Shell
Oil Products U.S.'s North System Pipelines and terminals package
for $530 million in cash.  In addition, Buckeye will incur roughly
$20 million of start-up costs and expenses.  GP Holdco's rating is
based on Buckeye's, since GP Holdco's general partner interest in
Buckeye is its only asset.

The rating affirmations and stable outlooks are conditioned on
Buckeye executing the following:

   * over the next few months, issuing at least $250 million of
     equity to repay a portion of the acquisition bridge
     financing, and

   * over the coming year, issuing sufficient additional equity to
     finance half of ongoing internal growth projects (about
     $75 million currently under construction).

In addition, over the next 12-18 months, these rating actions are
conditioned upon Buckeye:

   * improving the credit metrics that will weaken with
     acquisition-related debt (this will entail the company
     generating the level of cash flows from the Shell assets in
     the timeframe it currently expects, i.e., $55-$60 million of
     EBITDA from fiscal 2006);

   * demonstrating economic benefits from successfully integrating
     the acquired operations with its existing systems; and

   * validating the acquisition premium by earning incremental
     margins from operating what is now a largely proprietary
     logistical network more commercially as an open-access

Lack of success in these endeavors will cause us to reassess
Buckeye and GP Holdco's stable outlook.

Buckeye and GP Holdco's ratings are affirmed, since they have
incorporated the probability of a substantial acquisition of a
refined product pipeline system.  Up to this transaction, Buckeye
has been less leveraged than some of its more acquisitive peers in
terms of debt/EBITDA.  Pro forma the transaction, the acquisition
debt will push leverage above some of its peers' in the near term,
but with the expectation that its credit metrics will fall more in
line with its peers over the next year or so.  Buckeye engages
solely in refined product transportation, a business whose
steadiness is underpinned by:

   * steady demand growth exposed to limited cyclicality,
   * high barriers to entry,
   * and tariffs governed by favorable, light-handed regulation.

Consequently, Moody's deems Buckeye's business risk to be lower
than some other of its MLP peers that are diversified into other

The rating affirmations assume Buckeye will finance this
acquisition in keeping with its financial policy: about half with
debt, half with equity at or about the closing of the acquisition
(expected in October).  The Buckeye's ratings continue to be
supported by:

   * its low business risk,
   * relatively conservative business strategy, and
   * reasonable leverage.

However, Buckeye's ratings recognize the limitation on financial
flexibility that arises from the mandate to distribute all
available cash to unitholders, as is typical for MLPs like

Buckeye's ratings are restrained by event risk signaled by the
sale of Buckeye's general partner sponsor in May 2004, subsequent
changes in Buckeye's senior management, and this acquisition, by
far the largest in the company's history.  The new GP sponsor
Carlyle/Riverstone, a private equity fund, has stated that it
contemplates leveraging its industry contacts to more actively
assess business development opportunities.  It has also recently
made a large investment in another midstream MLP.  Under
Carlyle/Riverstone's sponsorship, Buckeye's acquisitions could
become larger, more frequent, and more diverse than they have been
historically.  It remains to be seen how Buckeye's business
strategy and financial strategy will evolve over
Carlyle/Riverstone's investment horizon.

                        Financial Impact

The Shell acquisition will significantly grow Buckeye in terms of
assets (roughly a 60% increase from 6/30/04), debt (a 50%
increase), and cash flow (a 40% increase over LTM 6/04 EBITDA, if
the company realizes its 2006 EBITDA estimate of $55 million).

The transaction is fully valued at 10x EBITDA (based on company's
2006 EBITDA estimate of $55-$60 million), increasing the onus on
the company to make it accretive.  If the company realizes this
EBITDA estimate, as well as issues $250 million of equity, the
incremental debt/EBITDA from this transaction alone would be in
the low-to-mid 5x range.  Although this level of leverage is
higher than Moody's investment grade MLP recent historic average
(about 5x), when combined with Buckeye's pre-acquisition levels of
3x, the rating confirmation anticipates post-acquisition
debt/EBITDA being brought down to the 4x range in the near term,
so that GP Holdings will comfortably remain in compliance with its
amended bank covenants.

Moody's notes that the leverage covenant contained in GP Holdings'
term loan was amended for this transaction to allow Buckeye's
debt/EBITDA to rise up to 5.75x for 1Q05 and 2Q05 (assuming
10/1/04 acquisition closing), stepping down to 5.25x in 3Q05 and
in 4Q05, to the leverage ceiling of 4.75x.

Apart from this transaction, Buckeye has underway a large
construction program to expand its Laurel and Memphis systems.  
Satisfactory completion and financing of these projects will also
be keys to regaining Buckeye's debt protection measures in the
near term.

Key metrics assumed in Moody's current ratings for Buckeye -- and
consequently, GP Holdings -- include distribution coverage ratio
(gross cash flow -- sustaining and growth capex + interest /
interest + distributions) at around 100%, and debt/gross cash flow
sustained below 6x.  Persistent variance from these measures would
cause us to reassess Buckeye/GP Holdings' ratings.

                        Acquired Assets

The Shell acquisition consists of a package of product
transportation pipelines and terminals located within Buckeye's
geographic footprint in the Midwest.  The two largest pieces of
the package -- the North Line (30% of expected revenues) and the
East Line (25% of expected revenues) product systems -- originate
from ConocoPhillips' Wood River refinery (the second-largest
refinery in PADD II) that serve the greater Chicago area. Another
25% of revenues are expected from a portfolio of off-system
terminals.  The remainder of expected revenues comes from the much
smaller Two Rivers and St. Louis Pipelines that serve the greater
St. Louis area.  Buckeye sees potential for synergies from the
interconnects and contiguous locations with its existing Midwest
pipeline system.

Revenues from the acquired assets will be underpinned by Shell
under a 3-year throughput agreement.  According to this agreement,
Shell will commit to transportation and terminalling fees that
will account for about 40% of the revenues expected from the
acquisition.  This throughput will mostly be on the North and East
Lines, on which Shell is the primary shipper.  Consequently, these
systems have been underutilized. Buckeye is negotiating new
transportation contracts with other shippers to fill the pipeline
and terminal capacity.  In doing so, Buckeye will face some
competition from local refineries and other pipelines in the
region.  Also, this will be the first time that the system will be
run purely as a commercial rather than a support operation for
Shell, so its standalone financial performance has yet to be
proven.  Moody's will monitor Buckeye's success in securing higher
than historic volumes on the system by expanding its shipper base,
generating higher margins (e.g., through tariff modification)
while controlling costs, and diversifying its supply sources.

Buckeye Partners, L.P., headquartered in Emmaus, Pennsylvania, is
a master limited partnership which operates one of the largest
independent pipeline common carriers of refined petroleum products
in the US.  BPL Acquisition L.P. is owned by the
Carlyle/Riverstone Global Energy & Power Fund II, L.P., a private
equity firm based in New York, New York.

BRIDGEPOINT TECH: Wants to Use Lender's Cash Collateral
BridgePoint Technical Manufacturing Corp., asks the U.S.
Bankruptcy Court for the Western District of Texas, Austin
Division, for permission to use the cash collateral of its secured
creditor for actual, ordinary and necessary operating expenses to
prevent immediate and irreparable harm to the estate.

Silicon Valley Bank asserts a lien and security interests in the
Debtor's inventory, accounts receivable and cash.

The Debtor proposes to use the cash collateral in accordance with
a budget projecting, for the period from September 3, 2004,
through October 1, 2004:
     Cash Inflows                   $792,901
     Disbursements                   773,699
     Cash Flow from Operations       $19,202

As of petition date, the Lender has not consented to the Debtor's
use of its cash collateral.  

To protect the interest of the Bank, the Debtor proposes to grant
a post-petition replacement lien having the same extent, validity
and priority as the pre-petition liens.

Headquartered in Austin, Texas, BridgePoint Technical
Manufacturing -- provides engineering,  
testing, packaging, and circuit board assembly services
to semiconductor and computer companies.  The Company filed for
chapter 11 protection on September 3, 2004 (Bankr. W.D. Tex. Case
No. 04-14555).  Mark Curtis Taylor, Esq., at Hohmann & Taube, LLP,
represents the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed above
$1 million in assets and above $10 million in debts.

CALA CORP: Retains George Brenner as Independent Auditor
The Board of Directors of Cala Corporation recommended the
retention of George C. Brenner as the Company's independent
auditor and principal accountant after the resignation of Roger
Castro in February 2004.

The shareholders approved Mr. Brenner's retention on
July 31, 2004.

Mr. Castro's resignation was due to the fact that he was no longer
an approved auditor under the Securities and Exchange Commission,
and was not due to any disagreements between Mr. Castro and the
Company or its Board of Directors. During the past two fiscal
years, there have been no disagreements with Mr. Castro on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure.

                       Going Concern Doubt

Mr. Brenner conducted an audit of the Company's 2002 and 2003
financial statements and issued a report for both fiscal years.  
For both years, Mr. Brenner issued an opinion disclosing the
uncertainty of the ability of the Company to continue as a going

                        About the Company

Cala Corporation develops international businesses with a
corporate emphasis on undersea resort hospitality.  The Company's
international infrastructure extends from the United States,
Europe and Asia.

CELESTICA INC: Expects Up to $2.15 Billion in Revenues for Q3
Celestica, Inc., (NYSE, TSX: CLS), a world leader in electronics
manufacturing services (EMS), provided an update to its financial
guidance for the third quarter ending September 30, 2004.

Based on its current estimates, the company now expects revenue in
the range of US$2.05 to US$2.15 billion, and adjusted net earnings
per share of US$0.07 - US$0.11.  The company's previous guidance
for the third quarter, which was provided on July 22, 2004, was
for revenue of US$2.25 to US$2.40 billion and US$0.11 to US$0.17
adjusted net earnings per share.

The company said the revision in revenue is due to recent order
reductions from some of its largest communications and IT

The company will hold a conference call today, Wednesday,
September 15 at 8:30 am EST to discuss the updated guidance.  The
conference call can be accessed at 416-640-1907 or at

The company's full third quarter results will be released on
October 21, 2004.

Celestica is a world leader in the delivery of innovative
electronics manufacturing services (EMS).  Celestica operates a
highly sophisticated global manufacturing network with operations
in Asia, Europe and the Americas, providing a broad range of
integrated services and solutions to leading OEMs (original
equipment manufacturers).  Celestica's expertise in quality,
technology and supply chain management, enables the company to
provide competitive advantage to its customers by improving time-
to-market, scalability and manufacturing efficiency.

                         *     *     *

As reported in the Troubled Company Reporter on March 31, 2004,
Standard & Poor's Ratings Services lowered it long-term corporate
credit rating and unsecured debt on Celestica Inc. to 'BB' from
'BB+'.  At the same time, Standard & Poor's lowered its
subordinated debt rating on the company to 'B+' from 'BB-'.  The
outlook is negative.  "The ratings on Celestica reflect the
continued difficult end- market conditions and sub par operating
performance in the highly competitive electronic manufacturing
services (EMS) sector," said Standard & Poor's credit analyst
Michelle Aubin.  These factors are partially offset by the
company's tier-one position in the EMS sector and longer-term
trends favoring electronic manufacturing outsourcing.

Celestica, based in Toronto, Ontario, is the fourth-largest EMS
provider in the world with revenues of US$6.7 billion in 2003.
More than 80% of Celestica's revenues come from information
technology (IT) infrastructure and communication end markets, a
higher concentration than other tier-one EMS companies.

Market conditions, particularly for IT and communication end-
markets, remain challenging.  Celestica's 2003 revenues were down
more than 18% from US$8.2 billion in 2002.  Weak end-market demand
in Celestica's core areas, pricing pressures, and operating costs
associated with ramping-up new programs and transitioning programs
have undermined management's efforts to realize operating
efficiency improvements from its restructuring programs.  The EMS
sector continues to have excess manufacturing capacity and remains
competitive.  Celestica faces strong competition from a number of
tier-one competitors with global reach including Flextronics
International Ltd. (BB+/Stable/--), Sanmina-SCI Corp. (BB-
/Stable/--), Solectron Corp. (B+/Stable/--), and Jabil Circuit Inc
(BB+/Stable/--) Nevertheless, end-market demand for IT and
communication equipment is expected to stabilize in 2004, which
will contribute to strengthening market conditions for EMS

Longer-term EMS industry prospects, particularly for top-tier
companies, remain favorable because the outsourcing trend by
original equipment manufacturers (OEM) is expected to continue.
Tier-one companies in this sector, who are distinguished by their
size, global scale of operations, and diversified customer base of
leading companies are well positioned to service the specialized
outsourcing requirements of the OEMs.

The acquisition of EMS provider, Manufacturers' Services Ltd.,
which was completed on March 12, 2004, is neutral to the ratings.
Although Celestica will most likely incur integration and
restructuring costs in the near term, the transaction should not
have a negative effect on the company's financial profile in the
medium term.

The negative outlook reflects Standard & Poor's expectation that
revenues and operating performance will improve and that negative
free operating cash flow will moderate in fiscal 2004. Any decline
from expectations could result in the ratings being lowered.

CENTRAL GARDEN: S&P Affirms BB Ratings with Negative Outlook
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating and other ratings on branded lawn and garden
products and pet-supply products provider Central Garden & Pet Co.

At the same time, the ratings were removed from CreditWatch, where
they were placed July 12, 2004.  The outlook is negative.  Total
debt outstanding at June 26, 2004, was about $290 million.

The ratings on Lafayette, California-based Central Garden reflect:

   * strong competition in the company's business segments,
   * significant seasonality in the lawn and garden business,
   * customer concentration, and
   * the company's stepped-up acquisition strategy.

These risks are somewhat mitigated by the company's broad product
portfolio and currently moderate financial profile.

"We expect that credit protection measures will be somewhat
pressured as Central Garden continues to pursue its stepped-up
growth strategy through mostly debt-financed acquisitions," said
Standard & Poor's credit analyst Jean C. Stout.  Since
August 2004, the company has spent about $160 million on
acquisitions within both business segments.  While these
acquisitions have added to Central Garden's growth in the first
nine months of fiscal 2004, lease-adjusted operating margins
remain weak relative to its lawn and garden and pet products peer
group, and leverage remains higher than Standard & Poor's
expectations.  The rating, therefore, incorporates limited
flexibility for additional debt-financed acquisitions in the near
term, and does not include any potential negative judgments or
awards arising from pending litigation.

CHARLES RIVER: Moody's Assigns Ba1 Rating to Credit Facilities
Moody's Investors Service assigned Ba1 ratings to the credit
facilities of Charles River Laboratories International, Inc.  
Moody's also assigned a Ba1 Senior Implied Rating, a Ba2 Senior
Unsecured Issuer Rating, and a Speculative Grade Liquidity Rating
of SGL-1 to the company.  The rating outlook for the company is

Assigned Ratings:

   * $150 Million Revolving Credit Facility -- Ba1
   * $400 Million Term Loan A -- Ba1
   * Senior Implied Rating -- Ba1
   * Senior Unsecured Issuer Rating -- Ba2
   * Speculative Grade Liquidity Rating -- SGL-1
   * Outlook - stable

The credit ratings reflect:

   * the company's moderate leverage,

   * the company's acquisitive strategy,

   * integration risks associated with the acquisition of Inveresk
      Research Group, and

   * the company's limited history as an independent company.

Additional factors limiting the ratings include:

   * the competitive nature of the industry, particularly for
     outsourced drug development services,

   * Moody's concern regarding the recent weakness in
     pharmaceutical and biotechnology research and development
     spending, and

   * the industry's susceptibility to fluctuations in such

Credit strengths considered include:

   * the favorable overall operating trends at both Charles River
     and Inveresk,

   * Charles River's relatively conservative policy on leverage,

   * the company's dominant position in research models industry
     and its strong position in pre-clinical toxicology testing,

   * the positive long term growth trend anticipated for
     outsourced drug development services.

The ratings also recognize:

   * the diversification of the company's sales geographically and
     among numerous clients,

   * the increasing diversification of the company's business
     lines, and

   * Charles River's good free cash flow and strong liquidity

The SGL-1 liquidity rating is based on Moody's expectation that
internally generated cash flow combined with existing cash
balances will be more than sufficient to fund working capital,
capital expenditures and debt service over the next twelve months
ending September 30, 2005.  This rating also incorporates our
expectation that availability under the company's proposed
revolving credit facility will strengthen over the near term as
the company pays down outstanding amounts.  We expect the company
to maintain access to this committed source, since based on the
company's consistent historical performance, we anticipate that
the company will remain comfortably in compliance with the
financial covenants under the proposed credit facility.  Moody's
does note, however, that the company lacks an alternative source
of liquidity, since all its assets will be encumbered as security
interests under the proposed credit facility.  However, given the
strong anticipated cash flow, this consideration has limited
impact on the rating.

The outlook incorporates Moody's expectation for continued
favorable performance at the company driven by underlying industry
growth and supported by the company's strong competitive position
within its business lines.  We expect revenues to grow organically
in line with the industry and margins to hold mostly stable given
the increased demand for specialty models and improved demand for
drug development services.  Operating cash flow and free cash flow
should remain strong.  Near term, the company will likely use free
cash flow, and possibly cash currently on the balance sheet, to
reduce debt and leverage.  However, longer term, Moody's
anticipates that leverage may remain near current levels due to
the company's interest in acquisitions.

The outlook assumes there will not be any material, leveraging
transaction until Charles River has made significant progress in
the integration of Inveresk and has reduced debt by a material
amount.  If the company does complete another major acquisition,
Moody's may consider downgrading the company's outlook or ratings.

Moody's may also consider a negative rating action if the recent
rebound in drug development services proves short lived, or if the
company encounters difficulties in the integration process.  
Charles River has in the past acquired and integrated successfully
numerous companies.  However, Inveresk, at about half the size of
Charles River, is by far the largest transaction ever completed by
the company.

For the foreseeable future, Moody's sees limited upside for the
ratings.  Prior to considering an upgrade of the company to
investment grade, Moody's would like to see a longer operating
history for the company at a meaningful size, Charles River
maturing further beyond a rapid growth phase, and a commitment by
the company to maintain leverage at a level appropriate for an
investment grade company.  Moody's would also consider whether
Charles River has further diversified its businesses.

Charles River announced on July 1, 2004 that it will be acquiring
Inveresk Research Group, a major contract research organization
providing drug development services to pharmaceutical and biotech
companies.  The deal is valued at approximately $1.5 billion and
will be funded with a combination of Charles River stock and cash.
The company will borrow $500 million, consisting of a $400 million
term loan and $100 million drawn under the $150 million revolver,
to fund a portion of the purchase price and to refinance
Inveresk's existing debt.

The acquisition of Inveresk Research Group will strengthen Charles
River in the toxicology testing segment.  Charles River's market
share will increase from approximately 6% to the high teens.  The
company will be a top provider in the segment along with Covance,
Inc.  The acquisition will lead to greater geographic
diversification of the company's sales, and further diversify its
business mix as well.

However, Moody's is somewhat concerned that the company will be
entering a new business line in clinical development services,
which will account for 12% of the combined entity's sales.  
Moody's also notes that the company's business mix will shift more
to a segment that tends to experience greater fluctuation in sales
trend relative to the company's research models business.

As a result of the transaction, Charles River's leverage will
increase by a significant amount.  On a pro forma basis, for the
year ending December 31, 2004, the company is anticipated to
generate free cash flow coverage of debt of approximately 17%.  
Depending on how much of the free cash flow generated the company
utilizes to repay debt, leverage may decline markedly next year,
with free cash flow coverage of debt increasing to the 20%-30%
range.  Moody's notes that historically, the company has
demonstrated an ability and willingness to delever its balance
sheet.  Moody's also notes that the significant use of equity to
fund the acquisition is indicative of management's relatively
conservative stance on financial leverage.

Charles River Laboratories International, Inc., headquartered in
Wilmington, Massachusetts, provides research tools and integrated
support services for drug and medical device discovery and
development.  The company's two business segments are Research
Models and Services, which involves the commercial production and
sale of animal research models, and Development and Safety
Testing, which involves the research, development and safety
testing of drug candidates.  The company operates facilities in 16
countries worldwide.

CLECO EVANGELINE: Moody's Reviewing B3 Debt Rating & May Upgrade
Moody's Investors Service placed the B3 rating of the senior
secured debt of Cleco Evangeline, LLC, under review for possible

The rating action reflects the improved credit and liquidity
prospects for The Williams Companies, Inc. (Williams: B3 senior
unsecured; under review for possible upgrade), which guarantees
the payments of its subsidiary, Williams Energy and Trading
Company (ETC), under a long-term tolling agreement between ETC and
Evangeline that expires in 2020.

This tolling agreement is the principal source of cash flow for
the Evangeline project.  The power project, which is located in
the overbuilt southeastern U.S., has been dispatched less often
than had been originally anticipated.  However, the project
continues to receive regular capacity payments, which represent
the core component of cash flow for debt service, and are based
upon the plant's average and peak availability target levels.

Given the historical operating performance of the plant, Moody's
anticipates that Evangeline will be able to continue to achieve
required availability levels and receive associated capacity
payments.  Moody's notes that while the overbuilt market has
impacted the capacity levels and associated operating margins,
Evangeline's ability to cover required debt service obligations
has remained robust due to the receipt of contracted capacity

The rating review will focus on the outcome of the Williams
ratings review, and will also assess the expected financial
performance at Evangeline as it operates in a power market that
Moody's believes will remain severely overbuilt over the next
several years.

Located in St. Landry, Evangeline Parish, Louisiana, Evangeline is
a 784 mw natural gas fired generating station.  Evangeline is
owned 100% by Cleco Corporation (Baa3 senior unsecured; negative
outlook), an electric utility and energy company headquartered in
Pineville, Louisiana.

COVANTA: Claims Classification & Treatment Under Covanta Lake Plan
Debtor Covanta Lake II, Inc., successor by way of merger to
Covanta Lake, Inc., delivered a plan of reorganization and
disclosure statement to the U.S. Bankruptcy Court for the Southern
District of New York on September 10, 2004.  As reported in
yesterday's edition of the Troubled Company Reporter, 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.

In accordance with Section 1122 of the Bankruptcy Code, the
Reorganization Plan groups claims against and interests in
Covanta Lake II, Inc., in five classes.  Pursuant to Section
1123(a)(1), Administrative Expense Claims and Priority Tax Claims
against Covanta Lake are not classified for the purposes of voting
on or receiving distributions under the Plan.  All those Claims
are instead treated separately.

Class  Description           Treatment Under the Plan
-----  ------------          ------------------------
N/A   Administrative        Paid in full, in Cash
       Expense Claims

N/A   Compensation and      Paid in full

N/A   Priority Tax Claims   (a) Tax Claims solely against
                                 Covanta Lake II

                                 Holders of Allowed Priority Tax
                                 Claim will receive Cash equal to
                                 the unpaid portion of the
                                 Allowed Claim on or as soon as
                                 practical after the later of:

                                 -- 30 days after the Effective
                                    Date; or

                                 -- 30 days after the date on
                                    which the Claim is Allowed

                             (b) Tax Claims for Which Covanta
                                 Energy Corporation is Also

                                 Each Allowed Claim will be
                                 treated in accordance with the
                                 provisions of the Covanta
                                 et al.'s Second Reorganization
                                 Plan, in full satisfaction,
                                 settlement, release, and
                                 discharge of the Allowed Claim

N/A   DIP Financing         DIP Financing Claims will be
       Claims                cancelled and treated as a capital
                             contribution by the DIP Lender to
                             Reorganized Covanta Lake II

                             Approx. $750,000 to $1,000,000
                             as at December 2004

N/A   Intercompany          Intercompany Administrative Expense
       Administrative        Claims automatically terminate on
       Expense Claims        the Effective Date and become
                             capital contribution by the
                             applicable entity to Reorganized
                             Covanta Lake II

                             Approx. $7,100,000

1     Allowed Priority      Paid in full, in Cash
       Non-Tax Claims        Unimpaired, deemed to accept Plan

                             Approx. $0

2     Allowed Secured       Paid in full, in Cash
       Bondholder Claims     Unimpaired, deemed to accept Plan

                             Approx. $53,200,000

3A    Allowed Unsecured     Impaired.  Holders of Allowed
       Claims                Subclass 3A Claims will receive
                             their Pro Rata Share of the
                             Unsecured Creditor Distribution
                             calculated based on the total amount
                             of Allowed Subclass 3A Claims on the
                             applicable Distribution Dates.  

                             Approx. $300,000

3B    Allowed               Impaired.  Holders of Subclass 3B
       Intercompany          Claims will receive distribution
       Claims                after the holders of Allowed
                             Subclass 3A Unsecured Claims have
                             been paid in full, equal to their
                             Pro Rata Share of the Unsecured
                             Creditor Distribution remaining
                             after paying all Allowed Subclass 3A
                             Unsecured Claims, calculated based
                             on the total amount of Allowed
                             Subclass 3B Claims.

                             Approx. $18,000

4     County Claims         On the Effective Date, all County
                             Claims against Covanta Lake II
       Claims filed by or    other than those surviving under the
       on behalf of Lake     Waste Disposal Agreement, Settlement
       County, Florida,      Agreement, New Financing Agreements
       other than the        and related agreements will be
       County Admin. Tax     deemed disallowed, settled and
       Claim and the         waived.  No distribution will be
       County Priority       made on account of any of the
       Tax Claim             County Claims.

                             Impaired, entitled to vote on
                             the Plan

                             Approx. $81,000,000

5     Allowed Equity        Each holder will retain the Equity
       Interests             Interest, together with all rights
                             pertaining thereto, in consideration
                             of, among others:

                             (a) the DIP Lender's termination and
                                 forgiveness of the DIP Financing

                             (b) the consent of Intercompany
                                 Administrative Claimholders to
                                 the expungement of their claims;

                             (c) the provision by Covanta of the
                                 New Parent Guarantee and the
                                 Claims Payment Guarantee.

                             Unimpaired, deemed to accept Plan.

Headquartered in Fairfield, New Jersey, Covanta Energy Corporation
-- 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 2001-1: Fitch Affirms B+ Rating on Preferred Shares
Fitch has affirmed the ratings on the following class of notes
issued by Crest 2001-1, Ltd., as issuer, and Crest 2001-1 Corp.,
as co-issuer:

   -- $363,197,740 class A senior secured floating rate terms
      notes due 2030 'AAA';

   -- $30,000,000 class B-1 second priority fixed rate term notes
      due 2034 'A';

   -- $35,000,000 class B-2 second priority floating rate term
      notes due 2034 'A';

   -- $30,000,000 class C third priority fixed rate term notes due
      2034 'BB+';

   -- $25,000,000 preferred shares 'B+'.

The transaction, a static arbitrage cash flow collateralized debt
obligation -- CDO, is supported by a portfolio of real estate
investment trust -- REIT -- securities and commercial mortgage-
backed securities -- CMBS -- selected by Structured Credit
Partners LLC, the collateral administrator, prior to its
March 7, 2001 closing date.

The rating actions are a result of Crest 2001-1's portfolio
performance, which Fitch has deemed sufficient to maintain its
current ratings.  According to its Aug. 25, 2004 trustee report,
the class A, B, and C overcollateralization tests were passing at
132.88%, 112.96%, and 105.65%, respectively, versus triggers of
125%, 107%, and 102%, respectively.

In reaching its rating actions, Fitch reviewed the credit quality
of the individual assets comprising the portfolio and reviewed the
results of its cash flow model runs after running several
different default timing and interest rate stress scenarios.

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

Fitch will continue to monitor this transaction.

CREST 2002-IG: Fitch Affirms BB Rating on $14M Class D Notes
Fitch Ratings upgrades two classes and affirms two classes of
notes issued by CREST 2002-IG, Ltd.  These rating actions are
effective immediately:

   -- $512,691,359 class A Notes affirmed at 'AAA';
   -- $78,000,000 class B Notes to 'A+' from 'A-';
   -- $40,000,000 class C Notes to 'BBB+' from 'BBB';
   -- $14,000,000 class D Notes affirmed at 'BB'.

CREST 2002-IG is a collateralized debt obligation -- CDO, which
closed on May 16, 2002.  CREST 2002-IG is composed of
approximately 34% senior unsecured real estate investment trust --
REIT -- securities and 66% commercial mortgage-backed securities
-- CMBS, which were selected by the collateral administrator,
Structured Credit Partners LLC.  The collateral administrator is
limited to sales of credit impaired, credit risk, and defaulted

The rating upgrades reflect the positive rating migration and the
seasoning of the portfolio.  Upgrades of one rating notch have
occurred on 18% of the portfolio, while upgrades greater than one
notch occurred on 15.8% of the portfolio.  It is notable that 4.1%
of the collateral has been downgraded one notch.

According to the trustee report dated July 30, 2004, all the
coverage and portfolio quality tests were passing their levels.  
Additionally, no collateral has defaulted since closing.

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

Fitch conducted cash flow modeling utilizing various default
timing and interest rate scenarios to measure the breakeven
default rates relative to the minimum cumulative default rates
required for the rated liabilities.  As a result of this analysis,
Fitch has determined that the original ratings assigned to the
class A and D notes reflect the current risk to noteholders and
that the credit enhancement available to the class B and C notes
warrants an upgrade from their respective original ratings.

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

CREST G-STAR: Fitch Puts Low-B Ratings on $21MM Notes & Preferreds
Fitch Ratings affirms all of the rated notes issued by Crest G-
Star 2001-2, Ltd.  The affirmation of these notes is a result of
Fitch's annual rating review process.  These rating actions are
effective immediately:

   -- $265,000,945 class A senior secured floating-rate term notes
      affirmed at 'AAA';

   -- $34,000,000 class B-1 second priority fixed-rate term notes
      affirmed at 'A-';

   -- $15,000,000 class B-2 second priority floating-rate term
      notes affirmed at 'A-';

   -- $21,000,000 class C third priority fixed-rate term notes
      affirmed at 'BB+';

   -- $14,000,000 preferred shares affirmed at 'BB-'.

Crest G-Star 2001-2 is a collateralized debt obligation -- CDO,
which closed Dec. 18, 2001, supported by a static pool of:

   * real estate investment trusts (REITs; 62.7%),
   * commercial mortgage-backed securities (CMBS; 35.5%), and    
   * collateralized debt obligations (CDO; 1.8%).

Fitch has reviewed the credit quality of the individual assets
constituting the portfolio.

According to the July 30, 2004 trustee report:

      Class      Overcollateralization   Test Level
      -----      ---------------------   ----------
      Class A                   131.7%       120.0%
      Class B                   111.1%       105.0%    
      Class C                   104.2%       101.2%

The CDO has not experienced any significant credit migration and
minimal change in weighted average rating factor -- WARF.

Fitch has discussed Crest G-Star 2001-2 with GMAC Institutional
Advisors, rated 'CAM1' by Fitch, and will continue to monitor
Crest G-Star 2001-2 closely to ensure accurate ratings.

Based on the stable performance of the underlying collateral and
the overcollateralization tests, Fitch affirms all rated
liabilities issued by Crest G-Star 2001-2.  Fitch will continue to
monitor and review this transaction for future rating adjustments.

CUSTOM PRODUCTION: Case Summary & 11 Largest Unsecured Creditors
Debtor: Custom Production Manufacturing, Inc.
        20 Thomas Avenue
        Shrewsbury, New Jersey 07702-4022

Bankruptcy Case No.: 04-39473

Type of Business: The Company fabricates sheet metal.

Chapter 11 Petition Date: September 13, 2004

Court: District of New Jersey (Trenton)

Judge: Kathryn C. Ferguson

Debtor's Counsel: Richard Honig, Esq.
                  Hellring, Lindeman, Goldstein & Siegal
                  One Gateway Center, 8th Floor
                  Newark, New Jersey 07102
                  Tel: (973) 621-9020

Total Assets: $848,200

Total Debts: $1,164,778

Debtor's 11 largest unsecured creditors:

    Entity                                Claim Amount
    ------                                ------------
Watson Industries, Inc.                     $1,000,000
and Benjamin Okwumabua
505 Chautauqua Avenue
Jamestown, New York 14701

Becker, Christian                              $15,450

City of Jamestown-Treasurer                     $3,413

USAA Savings Bank                               $2,420

Monmouth Electric                               $1,000

Lakeville Motor Express, Inc.                     $533

Ditto Copy Systems                                $380

Home Depot Credit Services                        $245

R.F.W. Sales & Services                           $195

Sales Opportunity Services, Inc.                  $169

AllTel NY, Inc.                                   $131

DAVIS PRESERVATION GROUP LLC: Voluntary Chapter 11 Case Summary
Debtor: Davis Preservation Group LLC
        200 Woodville Road
        Falmouth, Maine 04105

Bankruptcy Case No.: 04-21464

Chapter 11 Petition Date: September 13, 2004

Court: District of Maine (Portland)

Judge: James B. Haines Jr.

Debtor's Counsel: Thomas A. Grossman, Esq.
                  40 Babcock Street
                  PO Box 2011
                  Brookline, Massachusetts 02446
                  Tel: 617-975-3331

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $1 Million to $10 Million

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

DELTA AIR: Revised Form 10-K Discloses Possible Chapter 11 Filing
Delta Air Lines (NYSE: DAL) filed a Form 8-K with the Securities
and Exchange Commission to make changes in its Annual Report on
Form 10-K for the year ended December 31, 2003.

The Annual Report is being revised so it may be incorporated into
another document.  Since Delta filed the Annual Report with the
SEC, significant events have occurred which have materially
adversely affected Delta's financial condition and results of
operations.  These events, which have been reported in Delta's
subsequent SEC filings, include a further decrease in domestic
passenger mile yield and near historically high levels of aircraft
fuel prices.  The Annual Report has been revised to disclose these
events and the possibility of a Chapter 11 filing in the near
term.  Additionally, as a result of Delta's recurring losses,
labor and liquidity issues and increased risk of a Chapter 11
filing, Deloitte & Touche LLP, Delta's independent auditors, has
reissued its Independent Auditors' Report to state that these
matters raise substantial doubt about the company's ability to
continue as a going concern.  For additional information on the
revisions to Delta's Annual Report please refer to the Form 8-K
filed yesterday.

A full-text copy of Delta Air Lines revised Annual Report on Form
8-K is available at no charge at:

                     About Delta Air Lines

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

                          *     *     *

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

As reported in the Troubled Company Reporter on August 17, 2004,
Fitch Ratings downgraded Delta Airlines European Enhanced
Equipment pass-through certificates, series 2001-2 (2001-2) to
BBB- and CCC.

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

DEVLIEG BULLARD: Wants Fladgate Fielder as Special Counsel
DeVlieg Bullard II, Inc., asks the U.S. Bankruptcy Court for the
District of Delaware for permission to retain Fladgate Fielder as
special counsel, nunc pro tunc to July 21, 2004.

In particular, Fladgate Fielder is expected to:

    a) advise the Debtor on United Kingdom insolvency law as it
       relates to Microbore -- the Debtor's trademarked precision
       boring system located in Nuneaton, England;

    b) assist the Debtor in the preparation and resolution of any
       purchase agreement related to Microbore; and

    c) advise the Debtor on employment issues related to Microbore

Alan J. Konieczka, Esq., a partner at Fladgate Fielder is the lead
attorney in this proceeding.  Mr. Konieczka states that his Firm's
current hourly rates are:

            Designation             Hourly Rate
            -----------             -----------
            Partners                $600 - $650
            Assistants              $386

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

Headquartered in Machesney Park, Illinois, DeVlieg Bullard II,
Inc. -- provides a comprehensive  
portfolio of proprietary machine tools, aftermarket replacement
parts, field service and premium workholding products. The Company
filed for chapter 11 protection on July 21, 2004 (Bankr. D. Del.
Case No. 04-12097). James E. Huggett, Esq., at Flaster Greenberg,
represents the Company in its restructuring efforts. When the
Debtor filed for protection from its creditors, it estimated debts
and assets of over $10 million.

DIGITALNET INC: Moody's Reviewing Single-B Ratings & May Upgrade
Moody's has placed the ratings of DigitalNet, Inc., on review for
possible upgrade following the announcement on September 11, 2004
that BAE Systems North America, Inc., a subsidiary of BAE Systems
plc (senior unsecured rating of Baa1 under review for downgrade,
June 4, 2004), has signed a definitive agreement to acquire
DigitalNet Holdings, Inc., for approximately $600 million,
including the assumption of debt.

Moody's has placed these ratings on review for possible upgrade:

   * $81.3 million Senior Unsecured Notes due 2010, rated B2;
   * Senior Implied, rated B1;
   * Senior Unsecured Issuer, rated B2.

Moody's review of DigitalNet's debt ratings will focus on the
impact that the transaction would have on DigitalNet's credit
strength, including the potential for BAE Systems North America,
Inc., to legally assume or guarantee DigitalNet's existing senior
subordinated notes.  However, absent an outright guaranty or legal
assumption of DigitalNet's debt by BAE Systems North America,
Inc., Moody's will evaluate DigitalNet's credit rating on a stand-
alone basis.

As of June 30, 2004, DigitalNet had $100.3 million of debt
comprised of $81.3 million of senior unsecured notes and
borrowings of approximately $19 million under its $50 million
revolving credit facility (not rated by Moody's).  Moody's
anticipates that the acquisition would trigger a change in control
provision in the senior unsecured notes indenture, which would
allow the holders of the notes to require the company to
repurchase all or a portion of the notes.  If the senior unsecured
notes are repaid, the ratings will be confirmed and withdrawn.  
The company expects the transaction to close in the fourth quarter
of 2004 subject to certain government regulatory reviews and

Headquartered in Herndon, Virginia, DigitalNet, Inc., is a leading
provider of managed network, information security, and application
development and integration services and solutions to U.S.
civilian, defense, and intelligence federal government agencies.
Revenues for the LTM period ended June 30, 2004 were approximately
$354 million.

DIRECTV HOLDINGS: Fitch Puts Double-B Ratings on Senior Debt
Fitch Ratings has initiated coverage of DIRECTV Holdings, LLC, by
assigning a 'BB+' rating to DIRECTV's senior secured credit
facility.  Additionally, Fitch has assigned a 'BB' rating the
company's $1.4 billion 8.375% senior unsecured notes due 2013.  
The Rating Outlook for each of the ratings is Stable.  Fitch's
rating action effects approximately $2.4 billion of debt as of the
end of the second quarter 2004, of which approximately
$1.0 billion is secured.

Fitch's ratings reflect DIRECTV's strong market position as the
second largest multichannel video programming distributor in the
U.S., the strong liquidity position of DIRECTV's parent company
DIRECTV Group, Inc., and the company's solid credit protection
metrics relative to its rating.  Fitch's ratings also consider the
intense competition for subscriber market share with cable
multiple system operators and other direct broadcast satellite --
DBS -- providers, DIRECTV's lack of revenue diversity and narrow
product offering relative to cable MSOs, and the high cost to
acquire and retain subscribers.  The ratings also consider the
continued requirement for the company to invest and update its
satellite infrastructure.

From a strategic standpoint, 2004 to-date has been a year of
transformation for DIRECTV Group marked by the sale of noncore
assets and restructuring of remaining businesses all in support of
the strategic focus on DIRECTV's DBS business.  During 2004,
DIRECTV Group raised substantial cash by selling its set top
receiver manufacturing business to Thomson, its Hughes Software
Systems business to Flextronics, and its 80.4% equity interest in
PanAmSat Corporation to affiliates of Kohlberg, Kravis Roberts &
Co, LP.  The asset sales position DIRECTV Group with significant
liquidity.  Fitch estimates the total cash available to DIRECTV
Group of approximately $4.3 billion after the close of the
PanAmSat sale.  DIRECTV Group, through an $875 million
intercompany loan to DIRECTV and a $200 million capital
contribution has invested $1.075 billion of the cash into DIRECTV
to fund the acquisition of the DBS assets from Pegasus Satellite
Television, Inc., and subscribers from the affiliates of the Rural
Telecommunications Cooperative.

Fitch believes a key factor contributing to the expected EBITDA
and free cash flow growth will be how the company balances its
strong subscriber growth momentum with controlling subscriber
acquisition and retention costs and subscriber cash flow.  During
the second quarter of 2004, the company added a record 944,000
gross additions reflecting a 49% increase from the year-ago
period.  The positive gross subscriber addition momentum is being
driven by the increased availability of local channel service
coupled with service package and equipment discounting.

In concert with higher gross additions, the company's subscriber
acquisition costs -- SAC -- have increased on both in aggregate
and per subscriber basis, negatively affecting EBITDA and margins.
EBITDA during the second quarter declined over 46% relative to the
same period last year, and the EBITDA margin decreased to 7.9%.  
SAC in aggregate during the second quarter of 2004 was 62% higher
than the second quarter of 2003 while SAC per gross addition of
$645 was 8.6% higher than the second quarter of 2003, pointing out
that the 49% growth in gross additions is driving most of the
year-over-year growth in SAC.  Subscriber retention costs have
swelled during 2004.  Second quarter retention costs increased
156% relative to second quarter 2003 levels.  The increase is
attributable to digital video recorders, extra set top boxes, and
local service upgrades provided to subscribers along with the
costs associated with the company's movers program.

During the balance of 2004 and into 2005, Fitch expects an
elevated level of competition for subscribers and market share as
cable MSOs continue to focus on marketing their product bundle,
including a voice over Internet protocol service roll out to
retain and grow its basic subscriber base.  Fitch expects the
increasingly competitive environment will temper DIRECTV's
subscriber additions during the second half of 2004 and during
2005, positioning the company for EBITDA and margin growth.  Fitch
expects DIRECTV to stem the rise in SAC by focusing on securing
better set top box pricing, migrating its sales distribution to
lower cost channels, and negotiating more favorable agreements
with its retail distribution channel.

The company addressed a key competitive issue by recently
announcing that it will launch four satellites that will increase
the company's high definition -- HD -- programming capacity.  The
company's HD tier is on par with its cable MSO competition;
however, DIRECTV's ability to provide local channels in HD and
grow its HD programming on a broad basis as more content becomes
available, in Fitch's view, currently lags behind a typical cable
MSO's capability.  The first two satellites, expected to launch in
the first half of 2005 will be capable of providing 500 local HD
channels across the U.S. The other two satellites, DIRECTV 10 and
DIRECTV 11, are expected to launch early in 2007.  These
satellites will have the capacity to broadcast 1,000 additional
local HD channels and 150 national HD channels.

Fitch anticipates that the company will swing to a negative free
cash flow position during 2004 after generating $375 million of
free cash flow in 2003.  Fitch's view on 2004 free cash flow is
driven by the declines in EBITDA brought on by increased SAC and
retention costs coupled with higher capital expenditures.  
DIRECTV's leverage as of the second quarter 2004 was 3.35x and,
adjusted for the $875 million intercompany note pro forma
leverage, was 4.56x.  Fitch expects leverage (including the
intercompany note) to improve to between 3.8x to 4.0x by year-end
2004. Fitch expects the leverage metric and free cash flow
generation to improve during 2005.  Fitch anticipates the company
generating at least $400 million of free cash flow before the
benefit of the NRTC subscribers and reducing leverage to less than

Fitch's Stable Rating Outlook reflects the positive EBITDA and
free cash flow trends expected during 2005 and 2006 driven by a
managed subscriber growth profile and controlled SAC and retention
costs balanced with the very competitive operating environment.

E-SIM LTD: July 31 Balance Sheet Upside-Down by $5.3 Million
e-SIM Ltd. (OTCBB: ESIM.OB), a leading provider of MMI
(Man-Machine Interface) Solutions for wireless devices, reported
its financial results for the second quarter, ended July 31, 2004.

Revenues for the second quarter of 2004 were $1,241,099, compared
to $1,206,740 for Q1 2004, representing an increase of 3%. The
revenues for Q2 2003 were $1,306,839, showing a decrease of 5%.

Gross profit for the current quarter was $643,206 as compared to
$748,055 for Q1 2004, showing a decrease of 14%; gross profits for
Q2 2003 were $821,811, representing a decrease of 22%.

Total operating expenses for the recent quarter were $1,326,452,
an increase of 14% from the previous quarter's figure of
$1,160,249 and 3% less than the $1,370,511 in the comparable
quarter in 2003.

Net loss for the current quarter was $797,944, compared with a net
loss of $542,951 in the first quarter of 2004, an increase of 47%.
This quarter's net loss also showed an increase of 34% when
compared to the net loss of $595,364 or $0.05 per share in Q2

The company's backlog of orders is strong at $2.5 million.

Marc Belzberg, the chairman and CEO of e-SIM Ltd., commented,
"Although this quarter's financial results leave room for
improvement, I am confident that e-SIM is on the right track for
success. We have been making excellent progress in gaining market
recognition, signing new customers, and partnering with important
players in the market.

Our newly announced MMI version 2.0 has been very well received by
the market and e-SIM continues to move ahead on its strategy to
build a strong foundation for a future, ongoing royalty revenue

                           About e-SIM

Founded in 1990, e-SIM Ltd. -- designs  
and engineers MMI (Man-Machine Interface) solutions for wireless
and other electronic products.  A wide range of platform vendors
and wireless handset manufacturers use e-SIM's MMI Solutions
including Texas Instruments, FreeScale (formerly Motorola SPS),
Renesas, Sasken, NEC, Kyocera, BenQ, and others. e-SIM's MMI
technology has been incorporated into millions of handsets on the

At July 31, 2004, e-Sim Ltd.'s balance sheet shows a $5,359,410
stockholders' deficit, compared to a $6,652,020 deficit at
January 31, 2004.

ENRON CORP: Inks Closing Agreement with IRS Commissioner
On September 1, 2004, Enron Corp. and its debtor-subsidiaries
entered into a "Closing Agreement On Final Determination Covering
Specific Matters" with the United States Commissioner of Internal

A full-text copy of the Closing Agreement is available for free

According to Wade Cline, Enron Managing Director and Assistant
General Counsel, the Closing Agreement sets forth the dates on
which the Debtors are required to recognize discharge of
indebtedness income for federal income tax purposes in connection
with the discharge of various types of claims pursuant to their
Supplemental Modified Fifth Amended Joint Plan of Affiliated
Debtors Pursuant to Chapter 11 of the United States Bankruptcy

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

ENTERPRISE PRODS: Extends Four Cash Tender Offers to Sept. 24
Enterprise Products Operating L.P., the principal operating
subsidiary of Enterprise Products Partners L.P. (NYSE:EPD), is
extending the Expiration Time of its four cash tender offers to
purchase any and all of the outstanding senior subordinated and
senior notes of GulfTerra Energy Partners, L.P., and GulfTerra
Energy Finance Corporation to 5:00 p.m. New York City time on
September 24, 2004. The Purchase Price for each series of
GulfTerra notes will be determined at 2:00 p.m. New York City time
on the second business day preceding the Expiration Time.

The cash tender offers were initiated by Enterprise on August 4,
2004, and included a solicitation of consents to proposed
amendments that would eliminate certain restrictive covenants and
default provisions contained in the indentures governing the
notes. Through August 13, 2004, holders of approximately 99.3% of
the aggregate outstanding amount of all four series tendered their
notes, thereby consenting to the proposed amendments and
qualifying for the Consent Payment of $30 per $1,000 of notes, and
no significant change to that percentage has occurred. This
consent payment is in addition to the tender offer Purchase Price
offered by Enterprise for each series of notes.

GulfTerra has executed supplements to the indentures that affect
the proposed amendments. However, the supplements will become
effective only upon Enterprise's purchase of more than a majority
in principal amount of the outstanding GulfTerra notes. Enterprise
will purchase these notes promptly after the expiration time for
the tender offers, provided that the conditions to the tender
offers, including the completion of the merger between Enterprise
Products Partners L.P. and GulfTerra Energy Partners, L.P., have
been satisfied or waived.

Enterprise recently satisfied one of these conditions by entering
into a $2.25 billion acquisition credit facility, providing an
unsecured 364-day facility that will be available for interim
financing of certain transactions associated with the merger, the
refinancing of GulfTerra's existing secured credit facility and
term loans, and the purchase of all of the GulfTerra notes that
are tendered to Enterprise.

Enterprise's tender offers are contingent upon the completion of
the merger and therefore, the expiration time of the tender period
will be subsequent to the merger closing date. This extension was
made based on our current expectations of the earliest probable
closing date for the merger.

This press release does not constitute a tender offer to purchase
or a solicitation of acceptance of the tender offer, which may be
made only pursuant to the terms of Enterprise's Offer to Purchase
and Consent Solicitation Statement dated August 4, 2004 and
related letter of transmittal. In any jurisdiction where the laws
require the tender offers to be made by a licensed broker or
dealer, the tender offers shall be deemed made on behalf of
Enterprise by Lehman Brothers Inc. or one or more registered
brokers or dealers under the laws of such jurisdiction.

Enterprise Products Partners L.P. is the second largest publicly
traded midstream energy partnership with an enterprise value of
over $7 billion. Enterprise is a leading North American provider
of midstream energy services to producers and consumers of natural
gas and natural gas liquids. The Company's services include
natural gas transportation, processing and storage and NGL
fractionation (or separation), transportation, storage and
import/export terminaling.

Enterprise Products Partners L.P., is the second-largest publicly
traded midstream energy partnership, with an enterprise value of
over $7.0 billion. Enterprise is a leading North American provider
of midstream energy services to producers and consumers of natural
gas and NGLs. The Company's services include natural gas
transportation, processing and storage and NGL fractionation (or
separation), transportation, storage and import/export

                          *     *     *

As reported in the Troubled Company Reporter on May 20, 2004,
Standard & Poor's Rating Services lowered its corporate
credit ratings on Enterprise Products Partners, L.P., and
Enterprise Products Operating, L.P., to 'BB+' from 'BBB-' and
removed the ratings from CreditWatch with negative implications.
The outlook is stable.

The ratings were originally placed on CreditWatch on Dec. 15, 2003
as a result of the announcement of the merger between Enterprise
Products and GulfTerra Energy Partners L.P. (BB+/Watch Neg/--).

The rating action is based upon an assessment that the credit
rating on Enterprise Products will be 'BB+' whether or not the
proposed merger with GulfTerra takes place.

"On a stand-alone basis, Enterprise Products' creditworthiness has
deteriorated over the past year," said Standard & Poor's credit
analyst Peter Otersen.

EXIDE TECH: Five Creditors Transfer Claims Totaling $743,544
Between April 5, 2004 and August 31, 2004, the Bankruptcy Clerk
recorded five claims trading hands in the Exide Technologies and
its debtor-affiliates' Chapter 11 cases:
Transferor                   Transferee                   Amount
----------                   ----------                   ------
AT&T Corp.                   Contrarian Capital Trade   $466,453
WRR Environmental Services   Argo Partners                29,794
American Business Forms      Debt Acquisition Company      4,411
Clean Image, Inc.            Fair Harbor Capital, LLC      9,670
Wells Fargo Equipment        SCG Capital Corporation     233,216

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)

FINOVA GROUP: To Prepay $188,717,960 on 7.5% Sr. Notes on Oct. 15
In a regulatory filing with the Securities and Exchange  
Commission on September 1, 2004, Richard Lieberman, The FINOVA  
Group, Inc.'s Vice President, General Counsel and Secretary,  
reports that FINOVA will make a partial voluntary principal  
prepayment on October 15, 2004, to holders of record as of 5:00  
p.m., New York City time, on October 7, 2004, on its 7.5% Senior  
Secured Notes Due 2009 with Contingent Interest Due 2016.  FINOVA  
will pay $118,717,960, as partial principal prepayment, together  
with accrued interest on the portion of the principal being  
repaid up to but excluding the Prepayment Date.

FINOVA has advised The Bank of New York, the Trustee of the  
Notes, regarding the prepayment.  Including the October 2004  
prepayment, FINOVA will have prepaid 23% of the $2,967,949,000  
principal amount outstanding as of December 31, 2003, Mr.  
Lieberman says.

Headquartered in Scottsdale, Arizona, The Finova Group, Inc.,
provides commercial financing to small and midsized businesses;
other services include factoring, accounts receivable management,
and equipment leasing. The firm has three segments: Commercial
Finance, Specialty Finance, and Capital Markets. FINOVA targets
such markets as transportation, wholesaling, communication, health
care, and manufacturing. Loan write-offs had put the firm on shaky
ground. The Company and its debtor-affiliates and subsidiaries
filed for Chapter 11 protection on March 7, 2001 (U.S. Bankr. Del.
01-00697). Daniel J. DeFranceschi, Esq., at Richards, Layton &
Finger, P.A., represents the Debtors. FINOVA has since emerged
from Chapter 11 bankruptcy. Financial giants Berkshire Hathaway
and Leucadia National Corporation (together doing business as
Berkadia) own FINOVA through the almost $6 billion lent to the
commercial finance company. (Finova Bankruptcy News, Issue No. 51;
Bankruptcy Creditors' Service, Inc., 215/945-7000)

FOSTER WHEELER: Wins $32MM Caltex EPC Pact for Low-Sulfur Project
Foster Wheeler South Africa (Pty) Limited, a subsidiary of Foster
Wheeler Limited (OTCBB:FWLRF), has been awarded an engineering,
procurement and construction contract by Caltex Oil South Africa
(Pty) Ltd., a part of the ChevronTexaco group, for a low-sulfur
diesel project. The contract, which is the third stage of the
project, covers the full EPC portion of the project through
commissioning assistance. Commissioning is expected to occur in
November 2005. The total investment value of the project is $32
million. The terms of Foster Wheeler's contract were not
disclosed. The booking was included in the second quarter.

"This contract award reflects Caltex's continuing confidence in
Foster Wheeler South Africa, and further develops the 15-year
relationship between the two companies," said Mark Meyer, managing
director of Foster Wheeler South Africa (Pty) Limited.

Located at Cape Town, South Africa, the project involves the
revamp of the diesel hydrotreating unit and addition of a hydrogen
purification unit to produce low-sulfur diesel. Foster Wheeler
plans to carry out engineering and procurement from its office in
Midrand, South Africa, with construction management located on
site in Cape Town.

During the first stage of the project, Foster Wheeler produced a
conceptual engineering package evaluating various options for the
refinery to meet the phased tightening of diesel and gasoline
specifications in South Africa, including a hydrogen management
study. During the second stage of the project, Foster Wheeler
completed a front-end engineering design (FEED) and total
installed cost estimate for the revamp of the diesel hydrotreating
unit, and installation of a new hydrogen purification unit. The
project ensures compliance with the South African diesel fuel
specification of 500 ppm wt sulfur by January 1, 2006.

                        About the Company

Foster Wheeler, Ltd., is a global company offering, through its
subsidiaries, a broad range of design, engineering,
construction, manufacturing, project development and management,
research, plant operation and environmental services.

At June 25, 2004, Foster Wheeler Ltd.'s balance sheet showed an
$856,601,000 stockholders' deficit, compared to an $872,440,000
deficit at December 26, 2003.

FOSTER WHEELER: Only 49.3% of Holders Okay Equity-for-Debt Swap
Foster Wheeler Ltd., (OTCBB: FWLRF) says a minimum threshold
related to its equity-for-debt exchange was not met for one class
of securities. Specifically, only 49.3% of the revised minimum
threshold of 60% has been tendered by holders of the 9.00%
Preferred Securities. Foster Wheeler is extending its exchange
offer until 5:00 p.m., New York City time, on September 17, 2004.

"Let me be perfectly clear," said Raymond J. Milchovich, chairman,
president and chief executive officer, "unless the tendered amount
of Preferred Securities meets or exceeds an acceptable minimum
threshold, this exchange offer will fail. If it does fail, all of
the company's stakeholders will suffer."

If Foster Wheeler fails to complete the exchange offer, it is then
obligated, subject to certain conditions, to commence and attempt
to consummate the same economic transactions contemplated by the
exchange offer through an alternative implementation structure.
This obligation is contained in the lock-up agreements signed with
various institutional holders of the company's debt securities,
and it is more fully described in the registration statement on
Form S-4 filed with the SEC relating to the proposed exchange
offer. Foster Wheeler continues to actively consider such

                         Legal Details

The securities proposed to be exchanged are as follows:

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

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

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

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

As of 5:00 p.m. on September 14, 2004, holders have tendered the
following dollar amounts and percentages of the following original

   (1) 9.00% Preferred Securities, $86,281,525 (49.3%);

   (2) 6.50% Convertible Subordinated Notes, $209,930,000

   (3) Robbins Series C Bonds due 2024, $56,643,071 (73.4%),
       Robbins Series C Bonds due 2009, $12,028,197 (99.2%), and
       Robbins Series D Bonds, $35,489,277 based on the balance
       due at maturity (99.1%); and

   (4) 6.75% Senior Notes, $192,118,000 (96.1%).

A copy of the prospectus relating to the New Notes and other
related documents may be obtained from the information agent:

         Georgeson Shareholder Communications Inc.
         17 State Street, 10th Floor
         New York, N.Y. 10014

Georgeson's telephone number for bankers and brokers is
212-440-9800 and for all other security holders is 800-891-3214.

Direct any questions regarding the exchange offer and consent
solicitation to the dealer manager:

         Rothschild Inc.
         1251 Avenue of the Americas, 51st Floor
         New York, N.Y. 10020
         Tel. No. 212-403-3784

Investors and security holders are urged to read the following
documents filed with the SEC, as amended from time to time,
relating to the proposed exchange offer because they contain
important information:

   (1) the registration statement on Form S-4
       (File No. 333-107054); and

   (2) the Schedule TO (File No. 005-79124).

These and any other documents relating to the proposed exchange
offer, when they are filed with the SEC, may be obtained free at
the SEC's Web site at from the information  
agent as noted above.

The foregoing reference to the exchange offer and any other
related transactions shall not constitute an offer to buy or
exchange securities or constitute the solicitation of an offer
to sell or exchange any securities in Foster Wheeler Ltd. or any
of its subsidiaries.

                        About the Company

Foster Wheeler, Ltd., is a global company offering, through its
subsidiaries, a broad range of design, engineering,
construction, manufacturing, project development and management,
research, plant operation and environmental services.

At June 25, 2004, Foster Wheeler Ltd.'s balance sheet showed an
$856,601,000 stockholders' deficit, compared to an $872,440,000
deficit at December 26, 2003.

GLOBAL CROSSING: AGX Trustee Wants to Establish Admin. Bar Date
Robert L. Geltzer, the trustee overseeing the liquidation of Asia
Global Crossing, Ltd., and Asia Global Crossing Development Co.,
asks the Court to fix October 15, 2004, as the last day to file
claims arising during the period from November 17, 2002, through
June 11, 2003, which claims are entitled to administrative
expense priority.

The Administrative Bar Date will not apply to:

    (1) any person or entity holding a claim that arose prior to
        the Petition Date;

    (2) any professional retained by the AGX Trustee for the
        payment of fees and the reimbursement of expenses;

    (3) any person or entity that has previously filed with the
        Clerk of the Bankruptcy Court an Administrative Claim that
        arose during the Administrative Period;

    (4) any person or entity whose Administrative Claim has
        previously been allowed by the Court;

    (5) any person or entity whose Administrative Claim has been
        paid in full by any of the Debtors or the Trustee; and

    (6) any person or entity holding an Administrative Claim for
        which a specific deadline has previously been fixed by the

Any holder or purported holder of an Administrative Claim
required to file a proof of claim by the Administrative Bar Date
that fails to timely file that proof of claim will be forever
barred from asserting that administrative claim against the AGX
Debtors.  The AGX Debtors and their estates will be forever
discharged from any and all indebtedness or liability with
respect to that administrative claim.

The AGX Trustee will give notice of the Administrative Bar Date
by mailing, via first class mail, the Administrative Bar Date
Notice along with the Administrative Claim Form to all
individuals and entities included as creditors in:

    (a) the AGX Debtors' schedules of assets and liabilities and
        statements of financial affairs;

    (b) the schedules of unpaid debts incurred since the Petition
        Date; and

    (c) the Bankruptcy Court's claims registry maintained for each
        of the Debtors' cases.

The AGX Trustee will publish notice of the Administrative Bar
Date in a form substantially similar to the Administrative Bar
Date Notice once, approximately 25 days prior to the Bar Date in
the national editions of The Wall Street Journal and The New York
Times.  And since the AGX Debtors' books and records indicate
that they engaged professionals postpetition on an international
basis, including in places like Hungary and Bermuda, a similar
Notice will also be published in The International Herald Tribune
and in two Bermudan newspapers -- The Bermuda Sun and The Royal
Gazette.  AGX, which is a Bermudan company, is currently the
subject of "winding up" proceedings there, thus, the AGX Trustee
believes that this additional notice is appropriate.  Moreover,
because the AGX Debtors' principal offices were located in Los
Angeles, California, and their books and records reveal that they
conducted business with various vendors and agencies in this
area, the Notice will also be published in The Los Angeles Times.

Headquartered in Florham Park, New Jersey, Global Crossing Ltd.
-- provides telecommunications  
solutions over the world's first integrated global IP-based
network, which reaches 27 countries and more than 200 major cities
around the globe. Global Crossing serves many of the world's
largest corporations, providing a full range of managed data and
voice products and services. The Company filed for chapter 11
protection on January 28, 2002 (Bankr. S.D.N.Y. Case No. 02-
40188). When the Debtors filed for protection from their
creditors, they listed $25,511,000,000 in total assets and
$15,467,000,000 in total debts.  Global Crossing emerged from
chapter 11 on Dec. 9, 2003. (Global Crossing Bankruptcy News,
Issue No. 66; Bankruptcy Creditors' Service, Inc., 215/945-7000)

GOSHAWK RIDGE: U.S. Trustee Meeting Creditors on Oct. 25
The United States Trustee for Region 17 will convene a meeting of
Goshawk Ridge Development, Ltd.'s creditors at 3:00 p.m., on
October 25, 2004, at 300 Booth Street, Room 2110, in Reno, Nevada.
This is the first meeting of creditors required under 11 U.S.C.
Sec. 341(a) in all bankruptcy cases.

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

Headquartered in Incline Village, Nevada, Goshawk Ridge
Development, Ltd., filed for Chapter 11 protection on Sept. 10,
2004 (Bankr. D. Nev. Case No. 04-52701).  Stephen R. Harris, Esq.,
at Belding, Harris, & Petroni, Ltd., represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated more than $10 million in assets and

GRAHAM PACKAGING: Moody's Rates New Loans at Junk & Low-B Levels
Moody's Investors Service rated the proposed debt of Graham
Packaging Company, L.P., which arises from its definitive
agreement on July 28, 2004 to purchase the Plastic Container unit
of Owens-Illinois, Inc., for approximately $1.2 billion [Owens-
Illinois has a senior implied rating of B2 with a stable outlook].

Despite Graham more than doubling its revenue pro-forma for this
sizable acquisition, Moody's affirmed Graham's existing B2 senior
implied rating.  Proceeds from the proposed financings are
intended to:

   * finance the acquisition;

   * refinance Graham's existing $700 million secured credit
     facility (rated B2);

   * repay Graham's outstanding $325 million 8.75% senior
     subordinated notes, due 2008 (rated Caa1), as well as the
     outstanding $169 million 10.75% senior discount notes, due
     2009 (rated Caa2), issued at Graham Packaging Holdings
     Company; and

   * pay related expenses.

Pro-forma for the proposed transactions, the affirmation of the B2
senior implied rating recognizes Graham's proven ability to
operate successfully throughout the recent past despite
substantial financial leverage, as evidenced by its ability to
maintain industry-leading margins and adequate liquidity.  The
rating affirmation reflects the complementary nature of the
proposed acquisition and attributes value to the realization of
some synergies within the near term after combination.

However, the rating remains constrained by the paucity of free
cash flow relative to sizable pro-forma debt, which exceeds pro-
forma consolidated revenue.  Moreover, Moody's has concerns about
the quality of earnings, pro-forma for the proposed transactions,
given the high concentration of customers (one customer is
approximately 17% of consolidated revenue and the top fifteen
customers account for close to 70%) and the material amount of
add-backs to EBIT given the negative unadjusted pro-forma EBIT.  

The more significant adjustments, which represent 100% of adjusted
EBIT, include goodwill and other impairment charges, write-downs
of assets, legal expenses, global restructuring charges, and
project start-up costs (inclusive of the O-I Plastics intended
purchase).  Additionally, the rating incorporates heightened
concern about working capital management and the company's ability
to manage timing differences between capital investment and EBIT

Moody's took these ratings actions:

   * B2 rating assigned to the proposed $1.6 billion first lien
     credit facility consisting of a $250 million revolver,
     maturing in 6 years, and a $1.35 billion term B loan,
     maturing in 7 years;

   * B3 rating assigned to the proposed $350 million second lien
     term C loan, maturing in 7.5 years;

   * Caa1 rating assigned to the proposed $350 million senior
     unsecured note, due 2012;

   * Caa2 rating assigned to the proposed $375 million senior
     subordinated note, due 2014;

   * SGL-3 Speculative Grade Liquidity Rating affirmed.

Senior implied rating of B2 affirmed and moved to Graham from

Senior unsecured issuer rating of Caa2 (non-guaranteed exposure)
affirmed and moved to Graham

The ratings outlook changed to stable from positive.

The ratings are subject to the closing of the proposed
transactions and review of executed documentation.  Upon the
closing and concurrent execution of the proposed financings, the
ratings of Graham's existing debt will be withdrawn.

The change in the ratings outlook to stable from positive reflects
the reversal of Graham's stated debt reduction strategy given the
significant increase in financial leverage required to effect the
discussed acquisition.  The downward change to a stable outlook
also reflects Moody's concern about integration risk, which is
exacerbated by Graham's stretched financial profile.  While
acknowledging that the company has engaged an outside firm to
assist with integration, some execution concerns linger as this is
Graham's most substantial business combination.  The company does
not have a history of acquisitive growth.

Given the magnitude of the proposed transactions and the required
revitalization of margins at the acquired O-I Plastics' business,
there is minimal tolerance for operating missteps or deterioration
in pro-forma credit statistics before triggering a negative
ratings outlook.  It will likely take several consecutive quarters
of on-plan or better performance before the outlook would be
considered solid enough to migrate back to positive.  
Specifically, financial leverage would need to be reduced to at or
below pre-acquisition levels (i.e. close to 8 times debt to EBIT;
5 times debt to EBITDA); EBIT return on assets returned to mid-
teens or better; and break-even to positive annual free cash flow.

Pro-forma for the proposed transactions, Graham's financial
profile is weak in the near-term.  However in Moody's opinion, the
realization of some synergies should be captured fairly rapidly
thereby bolstering the bottom line and taking some of the stress
off Graham's stretched credit statistics during the first year of
combination.  Financial leverage is substantial at over 11 times
pro-forma pre-synergies EBIT (slightly over 6 times pro-forma
EBITDA).  There is minimal free cash flow as pro-forma capital
expenditures increase to the $200 million and above level, well
over the approximately $90 million spent during fiscal 2003.
Graham is likely to continue to reinvest at levels that exceed
depreciation throughout the intermediate term.  EBITDA less
capital expenditures coverage of pro-forma interest expense is
thin at virtually one-to-one.

The B2 rating assigned to the proposed first lien credit facility
reflects the priority position in the pro-forma capital structure
and the expectation of collateral coverage.  Moody's does not rate
the credit facility better than the senior implied rating of B2
given the magnitude of committed first lien facilities (roughly
65% of total pro-forma debt), and the substantial leverage at
approximately 7 times pro-forma consolidated pre-synergies EBIT
(approximately 4 times EBITDA).  Moody's notes that documentation
provides for an uncommitted increase of up to $50 million to the
proposed $250 million revolver, subject to conditions detailed in
the Credit Agreement.

The proposed $1.6 billion facility, consisting of the $250 million
revolver plus a $1.35 billion term B loan, is intended to be
secured by a first priority perfected lien on the assets,
intercompany notes, and stock of the borrower, Graham, and each of
its direct and indirect subsidiaries, except non-US subsidiaries
for which the lien on stock is limited to 65%.  Unconditional
guarantees by Holdings and each of the borrower's wholly owned
direct and indirect domestic subsidiaries support the facility.  
At closing, no advances under the proposed revolver are
anticipated.  Approximately $2 million letters of credit will be
outstanding.  Financial covenants are intended to address maximum
total leverage, minimum interest coverage, and maximum capital

Pro-forma liquidity, while expected to remain adequate, will be
reviewed when the transactions have been completed and
documentation has been executed and reviewed (refer to the
Speculative Grade Liquidity Assessment published on
September 2, 2004 for Graham).

The B3 rating assigned to the proposed $350 million second lien
term C loan reflects the benefits and limitations of the
collateral.  The rating, one notch below the B2 senior implied
rating, reflects the contractual subordination to a sizable amount
of first lien debt.  The rating expresses the expectation of
collateral coverage.  The loan is to be secured by a second
priority perfected lien on the same collateral securing the first
lien debt.  An Intercreditor Agreement is expected to be in place.
Guarantees by the same entities as the first lien facility support
the term C loan.

The Caa1 rating assigned to the proposed senior unsecured note
reflects the effective subordination to a substantial amount of
secured debt at Graham and gives consideration to the effective
subordination to liabilities at the non-guarantee subsidiaries.  
Based upon the significance of those two, the loss severity on the
note would likely exceed that of secured debt thus resulting in a
rating that is two notches down from the senior implied rating.  
The note, issued by Graham, is to be guaranteed on a senior
unsecured basis by the same entities supporting the first and
second lien debt.

The Caa2 rating assigned to the proposed senior subordinated note
reflects the contractual subordination to a substantial amount of
senior debt at Graham (approximately $2.07 billion of funded debt
-- inclusive of approximately $20 million in assumed debt- plus a
large level of trade payables and accrued expenses) and effective
subordination to all obligations of Graham's subsidiaries.  The
rating would represent a downgrade from the existing senior
subordinated notes' rating of Caa1 (to be withdrawn upon repayment
from the proceeds of the proposed transactions) due to the sizable
increase in senior indebtedness.  The note, issued by Graham, is
to be guaranteed on a senior unsecured basis by the same entities
supporting the senior unsecured note.

Based in York, Pennsylvania, Graham Packaging Company, L.P., is a
leading global designer and manufacturer of customized blow-molded
plastic containers for branded food and beverages, household and
personal care products, and automotive lubricants.  Blackstone
Capital Partners of New York is the majority owner.  Pro-forma for
the intended acquisition of O-I Plastics, which is also a
manufacturer of technology-based value-added custom plastic
packaging, consolidated annual revenue would be approximately
$2 billion.

GRAPHIC DETAIL INC: Case Summary & 20 Largest Unsecured Creditors
Debtor: Graphic Detail, Inc.
        10820 Gilroy Road
        Hunt Valley, Maryland 21031

Bankruptcy Case No.: 04-31114

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Graphic Detail Offset, Inc.                04-31225

Type of Business: The Company is engaged in pre-press and
                  printing business.

Chapter 11 Petition Date: September 13, 2004

Court: District of Maryland (Baltimore)

Judge: James F. Schneider

Debtor's Counsel: Ronald J Drescher, Esq.
                  Drescher & Associates
                  4 Reservoir Circle, Suite 107
                  Baltimore, Maryland 21208
                  Tel: (410) 484-9000

                                    Total Assets    Total Debts
                                    ------------    -----------
      Graphic Detail, Inc.          $1,800,000     $1 M to $10 M
      Graphic Detail Offset, Inc.     $200,000           $48,000

Debtor's 20 largest unsecured creditors:

    Entity                                Claim Amount
    ------                                ------------
G.E. Capital Colonial Pacific                 $105,756

A&E Partners, L.P.                            $100,571

John Gillespie                                $100,000

American Express                               $26,702

Washington Printing Supplies                   $25,295

XpedX                                          $16,937

GMAC                                           $16,294

Atlantic Graphic Systems, Inc.                 $14,749

Printer's Service                               $6,600

Creo Americas, Inc.                             $5,201

A & S Graphics Supplies, Inc.                   $5,194

American Express                                $5,190

Expanets                                        $3,730

Pitman Company                                  $2,934

G.E. Richards Graphic Supplies                  $2,883

C & J Graphics, Inc.                            $2,173

Sonitrol of Baltimore                           $2,170

Braden Sutphin                                  $2,074

Metro Express of Baltimore                      $2,040

Bottcher America Corporation                    $1,539

HUNTSMAN: Planned IPO Prompts S&P to Put B Ratings on CreditWatch
Standard & Poor's Ratings Services placed its 'B' corporate credit
ratings and related debt ratings for Huntsman, LLC, and its
affiliates, HMP Equity Holdings Corp., Huntsman International
Holdings, LLC, and Huntsman Advanced Materials, LLC, on
CreditWatch with positive implications, citing the company's
announcement that it expects to file with the SEC to undertake an
IPO of common stock.  The size of the proposed offering has not
been announced but substantially all of the proceeds will be
applied to reduce the company's debt burden.

Salt Lake City, Utah-based Huntsman is a large diversified
chemical producer with significant exposure to the commodity
chemical cycle.  The company is one of the largest private
chemical companies in the world with over $10 billion in sales and
over $6.5 billion of debt outstanding.

"The CreditWatch placement reflects the potential for an upgrade
if the IPO is successfully completed and debt is significantly
reduced," said Standard & Poor's credit analyst Kyle Loughlin.  
While the size of the offering would have to be substantial to
warrant an upgrade in isolation, the potential for meaningful debt
reduction taken together with the emerging trend of operating
improvement, may support an upgrade within the next several

Based on preliminary information, the company is expected to use
substantially all of the proceeds for debt reduction, with the
potential for additional secondary equity sales by the current
owners.  As a result, the company's credit protection measures
should meaningfully improve, and begin to approach levels that
could support a modestly higher rating.

During 2003, Huntsman completed the purchase of Imperial Chemical
Industries PLC's 30% interest in Huntsman International.  From a
credit perspective, this action more closely aligned the default
risk of the primary entities, HMP Holdings, Huntsman
International, and Huntsman LLC, because of the shared control and
common interests of the owners.

Despite the IPO announcement and potential acceleration of
Huntsman's plans to reduce debt, the ratings will continue to
reflect a highly aggressive financial profile and debt obligations
at its subsidiaries that substantially elevate credit risk.

Standard & Poor's will complete the review of the Huntsman ratings
as more information about the proposed IPO becomes available.  The
ratings will be removed from CreditWatch on completion of the

INTERPOOL INC: Sold $150 Million New Notes via Private Placement
Interpool, Inc., (IPLI.PK) has sold $150 million total principal
amount of a new series of 6% notes due 2014 in a private
transaction with four investors consisting of Goldman, Sachs &
Co., Greywolf Capital Management, Caspian Capital Advisors, LLC
and Riva Ridge Capital Management. In connection with the sale of
the notes, Interpool also issued to the investors warrants
exercisable for approximately 8.3 million shares of Interpool's
common stock at an exercise price of $18 per share. The sale of
the notes and warrants was consummated on September 14, 2004.
Interpool also entered into agreements with the investors to file
registration statements with the Securities and Exchange
Commission, for their benefit, with respect to the notes and the

Of the $150 million in total proceeds from the transaction,
Interpool used $49 million to repurchase Interpool 7.35% notes due
2007 and 7.20% notes due 2007 that were held by the four
investors. The remaining proceeds from the sale of the 6% notes
due 2014 will be used for general corporate purposes, including,
but not limited to, the purchase of equipment, retirement of debt,
acquisitions and/or working capital.

Martin Tuchman, Chairman and Chief Executive Officer of Interpool,
Inc., said, "I am pleased with the transaction for two reasons.
First of all, the attractive interest rate on the long-term debt
portion is extremely competitive. This timely addition of
liquidity will enable us to participate more efficiently and
securely in a robust leasing market while continuing to pursue our
longer-term strategic objectives. Second, the forward equity sale
aspect of the transaction is particularly attractive; upon
exercise of all of the warrants, it will result in $150 million of
equity for Interpool."

                        About the Company

Interpool is one of the world's leading suppliers of equipment and
services to the transportation industry. It is the world's largest
lessor of intermodal container chassis and a world-leading lessor
of cargo containers used in international trade.

                          *     *     *

As reported in the Troubled Company Reporter on July 13, 2004,
Fitch Ratings affirms Interpool, Inc.'s senior secured, senior
unsecured, and preferred stock ratings at 'BB-', 'B', and 'CCC+',
respectively. The ratings are removed from Rating Watch Negative
where they were placed on Oct. 10, 2003. The Rating Outlook is
Positive. Approximately $322 million of debt and trust-preferred
securities are affected by Fitch's action.

The Rating Watch Negative was removed as Interpool has completed
its financial restatement for fiscal years 2000, 2001, and 2002
with a negligible impact to credit fundamentals. While the
company is not yet current with its Securities and Exchange
Commission financial statement filings, Fitch has gained
confidence that the company is ahead of the schedule announced in
November 2003 to be in compliance with SEC financial statement
reporting deadlines by the end of 2004. Interpool has also been
successful at maintaining an acceptable liquidity position through
sourcing new secured financing and consistent retention of
meaningful unrestricted cash balances.

The Positive Rating Outlook reflects Fitch's view that Interpool
will continue its progress at becoming a timely SEC filer and also
considers an expected strengthening of the company's information
technology, accounting, and legal infrastructure resulting from
the implementation of recommendations from Morrison and Foerster,
LLP's forensic review of the company's operations. These
improvements, when completed, will enable the company to better
monitor, manage, and track equipment as well as improve the
efficiency and integrity of its billing and cash management

INTERPUBLIC: Poor Internal Controls Cue S&P to Watch BB+ Rating
Standard & Poor's Ratings Services placed its ratings on The
Interpublic Group of Cos., Inc., including its 'BB+' long-term
corporate credit rating, on CreditWatch with negative
implications.  The New York, New York-based advertising agency
holding company had total debt outstanding of approximately
$2.2 billion at June 30, 2004.

"The CreditWatch listing reflects Standard & Poor's intensifying
concerns about senior management turnover at Interpublic, coupled
with the previously identified material weakness in the company's
internal controls related to the processing and monitoring of
transactions," said Standard & Poor's credit analyst Alyse
Michaelson.  "These issues, at a time when Interpublic is working
to turn around a number of its businesses and stabilize operating
trends, put pressure on already-vulnerable ratings," she added.

The material weakness in internal controls, together with other
material weaknesses associated with balance sheet and systemwide
monitoring, could potentially result in accounting errors.  
Although the company is taking steps to remedy its technology and
financial reporting systems, it appears that it will not be able
to fully remedy the issues prior to year-end and will continue to
have a material weakness in internal controls at Dec. 31, 2004.

Affirmation and removal of the ratings from CreditWatch will
depend in part on the company continuing to receive a clean audit
opinion on its basic financial statements, although it may not
receive a clean audit opinion on the specific matter of
effectiveness of its internal controls.

A downgrade would reflect increasing discomfort with management's
ability to effectively resolve these issues in a timely manner, or
if other unanticipated adverse accounting and key personnel-
related developments occur.  Further concerns relate to the
potential repercussions of management departures and transitions,
and to major internal operating inefficiencies.  These issues are
of greater concern as Interpublic is undergoing a restructuring
program and its revenues, EBITDA margins, and discretionary cash
flow are under continuing pressure.

                        About Interpublic

Interpublic is one of the world's leading organizations of
advertising agencies and marketing-services companies.  Major
global brands include Draft, Foote, Cone & Belding Worldwide,
GolinHarris International, Initiative, Lowe & Partners Worldwide,
McCann-Erickson, Universal McCann, Octagon, Jack Morton Worldwide
and Weber Shandwick Worldwide. Leading domestic brands include
Campbell-Ewald, Deutsch and Hill Holliday.

JUNIPER GENERATION: Fitch Lifts $105M Notes to Investment Grade
Fitch Ratings has upgraded Juniper Generation LLC's $105 million
senior secured notes due 2012 to 'BBB-' from 'BB' and removed the
Rating Watch Positive.  The rating action follows a full review of
Juniper's actual and projected financial performance.  Juniper's
rating currently reflects its financial performance on a
standalone basis, independent of counterparty constraints.  The
structural subordination of the Juniper notes to project-level
debt is offset by the receipt of service fees, weak project-level
distribution tests relative to project performance and Juniper's
lack of dependence on any one project for cash distributions.  The
counterparty rating of Pacific Gas and Electric (PG&E, secured
bonds rated 'BBB' with a Positive Outlook) is considered a
constraint on the rating of Juniper, though this constraint is not
currently active.

Long-term SRAC price risk is the primary credit concern.  Fitch's
analysis includes several stress scenarios that incorporate
conservative natural gas pricing assumptions, and the results of
the analysis suggest that natural gas price risk is low under the
current SRAC formula for PG&E.  Projected debt service coverage
ratios -- DSCR -- in the Fitch base case average 2.1 times (x)
between 2007 and 2012, and DSCRs consistently remain above 1.5x in
a depressed gas price scenario.  However, potential changes to the
SRAC formula after July 2006 could produce a mismatch between
energy payments and Juniper's actual cost of natural gas,
increasing Juniper's vulnerability to volatile natural gas prices.  
In the short term, the natural gas hedges at the Bakersfield
projects and the fixed energy price of 5.37 >/kWh will continue to
provide Juniper with stable, predictable cash flows in the absence
of unexpected operational difficulties.

ArcLight Capital Partners' involvement as an equity participant is
not a factor in the assigned rating, as Juniper is considered a
bankruptcy remote special purpose vehicle.  In July 2004, ArcLight
acquired El Paso Corp.'s equity interest in Juniper and
subsequently sold a portion of its equity interest to Delta Power,
which has replaced El Paso as the portfolio asset manager and
operator at the Bakersfield and Corona projects.  Previously,
Juniper subcontracted all asset management, O&M and gas
procurement services to El Paso; Delta has assumed the relevant
contracts, the terms of which remain unchanged.  El Paso's
replacement by Delta is not expected to disrupt operations at the

Juniper's bondholders rely on the equity distributions from a
portfolio of 10 gas-fired cogeneration plants and fees earned by
two service companies.  Each of these generating plants is a
Qualifying Facility under federal PURPA legislation, obligating
the local utility to purchase the plant's output at prices
established by the California Public Utilities Commission.  The
output from nine plants is sold under power purchase agreements --
PPAs -- with PG&E, and the output from the remaining plant is sold
under a PPA with Southern California Edison (senior unsecured
bonds rated 'BBB' by Fitch).  No single project is expected to
contribute more than 25% of Juniper's total cash flow until 2012,
when the Juniper debt matures.  The service companies perform
operations and maintenance at nine of the plants and fuel
procurement at eight of the plants.  Service fees represent
approximately 20% of Juniper's total cash flow.

KMART HOLDING: UBS Lifts 12-Month Price Target to $101 from $85
"Street Chatter" from Schaeffer's Investment Research focuses on
Kmart Holding (Nasdaq:KMRT).  "Street Chatter" is a report that
analyzes three newsworthy stocks that are generating a lot of
attention on Internet message boards.  "Street Chatter" is
published on the home of  
Bernie Schaeffer and Schaeffer's Investment Research.

Kmart Holding (Nasdaq:KMRT) is in the black on Tuesday after UBS
issued positive comments on the discount retailer and lifted its
12-month price target to $101 from $85.  The brokerage firm said
it is comfortable with KMRT's cash-flow potential after the
company's strong second-quarter results.

KMRT notched a new peak on Tuesday, its highest reading since
emerging from bankruptcy and returning for public trading in
April 2003.  The shares have also hurdled the 85 level, which was
a site of potential short-term technical resistance.

Schaeffer's put/call open interest ratio -- SOIR -- for KMRT has
been in decline mode since late July, but recently inched higher
from a short-term low.  The indicator currently weighs in at 0.87,
lower than 73 percent of the past year's worth of SOIR data. KMRT
options pits are active Tuesday, particularly at the September 85,
September 90, and December 90 call strikes.  Meanwhile, there are
more than 8.3 million KMRT shares sold short, which accounts for
22 percent of the stock's total float and is equal to a short-
interest ratio of 2.8 days to cover.

One group that has neglected KMRT is the analyst community.
Currently, according to Yahoo! Finance, UBS is the only brokerage
firm following the security.  Any additional coverage could result
in short-term strength for KMRT shares.

Shares in KMRT closed at $88.05 in trading yesterday.

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

LAUREL MOUNTAIN: Somerset Trust Conducts Public Sale on Friday
Somerset Trust Company will conduct a public sale of Laurel
Mountain Ski Company's properties, which includes the lifts, lodge
and snow-making systems hardware that constitutes its collateral,
in accord with its rights under the Uniform Commercial Code.

The sale will be conducted at the Laurel Mountain Ski Resort on
Route 30, Ligonier Township, Westmoreland County, Pennsylvania on
Friday, September 17, 2004.

Inspection of the property to be sold will occur on the date of
the sale between 10:00 a.m. and the time of the sale.  
Arrangements for inspections at other times may be made by

      Lee Murdy
      VP-Special Assets
      Somerset Trust Company
      (814) 443-9222

who will arrange for inspection at a mutually convenient time
prior to the sale date.  You may also contact Mr. Murdy for
directions to the site of the sale and for a description of the
collateral to be sold as well as the terms of sale.

The said personal property shall be sold in as is where is
condition, free and clear of any and all liens and/or

LONGHOUSE ASSOCIATES: Case Summary & Largest Unsecured Creditors
Debtor: Longhouse Associates Inc.
        4605 252nd Avenue South East
        Issaquah, Washington 98029

Bankruptcy Case No.: 04-21981

Chapter 11 Petition Date: September 13, 2004

Court: Western District of Washington (Seattle)

Judge: Thomas T. Glover

Debtor's Counsel: J. Scott Greer, Esq.
                  Greer & Associates, P.S.
                  2122 112th Avenue North East, Suite A300
                  Bellevue, WA 98004
                  Tel: 425-637-8979

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Doug Hendel                                $578,000
[no address provided]

Days Inn Worldwide                          $46,947

XO Communications                           $26,584

Qwest Dex AR                                $13,179

Qwest Dex Cust. Svc.                         $7,096

Lodgenet                                     $3,944

WAHIT                                        $3,630

American Hotel Register                      $3,576

Foremost Contract Furniture                  $3,028

Qwest Dex - renton                           $2,995

Ladd Contract Sales Corp.                    $2,673

Kone Inc.                                      $637

Verizon Directories                            $369

American Tech. Corp.                           $366

Double Arch. Design                            $160

Bellevue Community College                     $125

All the Kings Flags                            $114

DC Bach Co.                                     $77

Qwest                                           $40

All City Fire & Safety Corp.                    $38

MISSION HEALTH: Wants to Access Up to $1.2MM of Cash Collateral
Mission Health Services asks the U.S. Bankruptcy Court for the
District of Utah, Central Division, for authority to use its
secured creditors' cash collateral.  

U.S. Bank Corporation serves as the Indenture Trustee for certain
of the company's bondholders.  The bondholders assert a claim in
excess of $12 million for obligations on the bonds issued pursuant
to the Master Indenture.  

The Debtor tells the Court that it needs the cash collateral to
continue its operations and to pay the Medicare and Medicaid
reimbursements to its employees.

The Debtor proposes to use the cash collateral according to a
budget through February 2005 projecting:

                    September     October     November
                   -----------   ---------   ----------
   Cash Balance       $973,207    $980,755   $1,073,158

   Total Estimated  
   Expenditure         904,052     849,859      877,219

   Ending Cash
   Balance            $980,755  $1,073,158   $1,108,158

                    December      January     February
                   ----------    ---------   ----------
   Cash Balance    $1,108,158   $1,062,562   $1,138,600

   Total Estimated   
   Expenditure        987,859      836,089      862,000

   Ending Balance  $1,062,562   $1,138,691   $1,127,900

To protect the bondholders' security interests, a post-petition
replacement lien of the same extent, scope and validity in
accounts receivables and any other type of collateral will be
granted by the Debtor.  

The Debtor assures the Court that its business will accumulate
cash under the proposed budget thereby adequately protecting the
bondholders' interests.  

Headquartered in Layton, Utah, Mission Health Services operates
nursing and rehabilitation facilities.  The Company filed for
chapter 11 protection on August 30, 2004 (Bankr. D. Utah Case No.
04-34063).  Kenneth L. Cannon, II, Esq., at Durham Jones &
Pinegar, represents the Debtor in its restructuring efforts.  When
the Company filed for protection it listed, more than $1 million
in assets and more than $10 million in debts.

MGM MIRAGE: Fitch Assigns BB+ Rating to $400MM 6% Senior Notes
Fitch Ratings has assigned a 'BB+' rating to MGM MIRAGE's
$400 million add-on to the 6% senior notes due 2009.  Proceeds
will be used to help repay a portion of the $1.7 billion
outstanding under its $2 billion revolver maturing 2005.  MGM
MIRAGE's long-term ratings have been placed on Rating Watch
Negative by Fitch since June of this year.

The action followed the announcement of MGM MIRAGE's proposed
acquisition of Mandalay Resort Group for $4.9 billion in cash plus
the assumption of $2.8 billion in debt.  Fitch expects the Rating
Watch status to be resolved when final terms of financing and pace
of deleveraging following the acquisition are announced.  
Financing terms have yet to be announced; however, management has
suggested that the Mirage acquisition (completed in May 2000) is a
good 'proxy' for the final structure.  In this context, the
assumptions detailed in the following paragraphs can be made.

First, credit measures of the combined entity at close will likely
mirror those of the Mirage acquisition.  The Mirage acquisition
closed May 2000 with 5.5 times (x) net debt-to-EBITDA, 4.5x senior
leverage, and 2.5x-2.75x net interest coverage.  This entailed
roughly $5.2 billion in debt and $1.2 billion in equity.  While
this level of leverage was relatively high, the aggressive pace
for deleveraging outlined by the company post-acquisition (below
4.0x within two years) provided comfort.  Notably, MGM MIRAGE
never achieved its goal of below 4.0x leverage (due in part to the
impact of severe travel shocks of 9/11 and SARs) and MGM MIRAGE
has since backed off that target in favor of aggressive share
repurchases and heavy capital spending.  In the case of the
Mandalay Resort acquisition, Fitch projections suggest that 5.5x
total debt to EBITDA would require a $1 billion equity infusion,
while an all-debt transaction would result in roughly 6.0x
leverage.  Both scenarios would likely result in at least a notch
downgrade at the various levels of debt.

Second, a substantial portion of the transaction is likely to be
financed with bank debt.  At the time of the Mirage acquisition,
MGM MIRAGE was able to arrange $4.3 billion in bank financing to
support the $6.4 billion transaction.  Strong free cash flow
prospects provided the investors comfort that the company would
quickly delever.  Given the significant liquidity in the bank
market today, the strong free cash flow generating ability of the
combined entity, and extremely attractive interest rates, it is
reasonable to expect bank debt to also account for the majority of
the Mandalay deal.  Notably, on a Sept. 9 investor call MGM
MIRAGE's president and chief financial officer, Jim Murren, stated
that this would be the company's last senior note offering for
some time.  In addition, he indicated that a larger bank deal is
in the works.  MGM MIRAGE currently has a $2.5 billion revolver on
a stand-alone basis (the $1 billion term loan was merged into the
$1.5 billion revolver in July 2004).  Given MGM MIRAGE's past
success in raising bank debt, the availability of capital, and the
attractiveness of interest rates, Fitch believes that it is not
unreasonable to envision MGM MIRAGE assembling a $5.0 billion
credit facility to execute the deal.  Under this scenario,
subordinated debt is likely to become even further subordinated,
potentially resulting in a multiple-notch downgrade.

Third, proceeds from asset sales and the equity component will be
limited.  As in the Mirage acquisition, MGM MIRAGE appears to be
content with the entire collection of Mandalay Resort assets
(unless one counts the Golden Nugget properties that were sold
four years after closing).  The only exception in the case of the
Mandalay Resort acquisition appears to be in Detroit where state
regulation will force the sale of one of two licenses the combined
company will own.  Fitch projections have incorporated the sale of
Mandalay Resort's 53.5% interest in Detroit MotorCity assuming
roughly $450 million in proceeds.  Anti-trust and regulatory
issues could force the sale of Nevada assets given the combined
company's dominant market position on the Las Vegas Strip.  
Potential cash infusions from equity issuance are also limited
given MGM MIRAGE's recent successful forays in the debt market and
the fact that MGM MIRAGE has been an aggressive purchaser of stock
over the last two years.  Fitch projects that over 75% of the
transaction will be debt-financed.

Finally, the transaction will likely be structured such that
Mandalay Resort senior paper ranks pari passu with that of MGM
MIRAGE.  MGM MIRAGE's senior debt is currently secured due to
springing lien clauses in the 6.875% senior notes due 2008 and the
6.95% senior notes due 2005, which were triggered by a rating
downgrade.  Mandalay Resort senior debt on the other hand is
unsecured, creating the potential for MGM MIRAGE notes to be
structurally superior to the Mandalay Resort notes.  While this
scenario was not the case at the time of the Mirage acquisition,
the precedent for a simple structure was set, with MGM MIRAGE
taking pains to ensure the notes on both sides were on equal
footing.  Trading activity has suggested some investor speculation
that removal of the 6.875% and 6.95% notes would release the
security and simplify this task.  However, given the high level of
leverage, Fitch believes the banks are not likely to easily give
up their security.  Moreover, MGM MIRAGE is not in a rush itself
to release security, particularly if it requires a premium in
finance costs, as it has by no means limited the company's access
to the capital markets.  Fitch believes the more likely scenario
is that security is extended to the Mandalay Resort notes.

Current ratings reflect MGM MIRAGE's market leading assets,
significant discretionary free cash flow, and visible growth
prospects.  Current operations are benefiting heavily from Las
Vegas exposure in light of extremely strong Strip fundamentals.  
Fitch also highlights the significant operating leverage inherent
in this business, as solid topline growth has translated to strong
margin increases in recent quarters.  Recently reported second-
quarter 2004 results were very strong, with record EBITDA of
$365.5 million, up 25.6% versus last year, on a revenue increase
of 10.1% to $1.07 billion.  The overall EBITDA margin improved 374
bps to 34.1%.  Gaming revenues grew a solid 8% in the quarter,
while hotel revenues also posted a strong 9% increase.  Revenue
per available room (REVPAR) increased 12% at the MGM MIRAGE's Las
Vegas Strip properties in the quarter due to improvements in both
rate and occupancy.

Nonetheless, MGM MIRAGE's lack of geographic diversification is a
long-term concern.  With roughly 75% of the company's cash flow
derived from the Las Vegas Strip (both before and after the
potential Mandalay Resort acquisition), MGM MIRAGE faces
significant exposure to travel demand shocks, regulatory changes,
regional economic downturns, and new competition.  Notably, MGM
MIRAGE faces formidable new Strip competition from Wynn Las Vegas,
which is expected to open in second quarter 2005.  Other key
concerns include the potential deterioration of MGM MIRAGE's
capital structure upon close of Mandalay Resort acquisition, and
the ongoing risk that free cash flow will be directed toward share
repurchases and/or other investment opportunities rather than
further capital structure strengthening.  MGM MIRAGE has a
propensity for share repurchases which continued through the
second quarter ($343 million year-to-date), and there remains a
vast number of capital projects in the pipeline, which are not yet
included in the already high capex budget (UK Gaming, Macau,
Detroit permanent facility).

MORGAN STANLEY: Fitch Affirms Low-B Ratings on Six Cert. Classes
Fitch Ratings affirms Morgan Stanley Dean Witter Capital Inc.
commercial mortgage pass-through certificates, series 2003-TOP9,
as follows:

   -- $298.9 million class A-1 at 'AAA';
   -- $610.8 million class A-2 at 'AAA';
   -- Interest Only (I/O) class X-1 at 'AAA';
   -- I/O class X-2 at 'AAA';
   -- $32.3 million class B at 'AA';
   -- $35.0 million class C at 'A';
   -- $12.1 million class D at 'A-';
   -- $14.8 million class E at 'BBB+';
   -- $6.7 million class F at 'BBB';
   -- $5.4 million class G at 'BBB-';
   -- $10.8 million class H at 'BB+';
   -- $4.0 million class J at 'BB';
   -- $5.4 million class K at 'BB-';
   -- $5.4 million class L at 'B+';
   -- $2.7 million class M at 'B';
   -- $2.7 million class N at 'B-'.

Fitch does not rate the $10.8 million class O.

The affirmations are due to the stable pool performance and
scheduled amortization.  As of the August 2004 distribution date,
the pool's aggregate principal balance has decreased 1.8% to
$1.06 billion from $1.08 billion at issuance.  There are no
delinquent or specially serviced loans.

Wells Fargo Bank, N.A., the master servicer, collected year-end
2003 operating statements for 89.0% of the transaction.  The YE
2003 weighted average debt service coverage ratio -- DSCR, based
on net operating income -- NOI, is 2.31 times (x), compared with
2.18x at issuance for the same loans.

The six credit-assessed loans (27.2% of the pool) remain
investment grade.  Fitch reviewed operating statement analysis
reports and other performance information provided by Wells.  The
DSCR for the loans are calculated based on a Fitch-adjusted net
cash flow -- NCF -- and a stressed debt service based on the
current loan balance and a hypothetical mortgage constant.

Oakbrook Center (6.5%) is secured by 1.6 million square feet -- sf
-- of a 2.4 million sf super regional mall located in Oak Brook,
Illinois.  The collateral includes:

   * in-line mall shops;
   * the 101,997 sf Lord & Taylor store;
   * storage space;
   * 240,223 sf of office space (located in three buildings); and       
   * the ground rent for Neiman Marcus, Bloomingdales,
     Nordstrom's, and the 172-room Renaissance Hotel.

The whole loan as of August 2004 has an outstanding principal
balance of $234.0 million.  The whole loan was divided into four
pari passu notes.  Only the $69.2 million A-1 note serves as
collateral in the subject transaction.  As of YE 2003, the Fitch-
adjusted NCF has increased 2.0% since issuance.  The corresponding
DSCR as of YE 2003 was 1.53x, compared with 1.49x at issuance.

1290 Avenue of the Americas (6.6%) is secured by a 43-story class
A office building totaling 2.0 million sf, located in midtown
Manhattan, New York.  The interest only whole loan as of
August 2004 has an outstanding principal balance of
$440.0 million.  The whole loan was divided into four pari passu
notes and a subordinate B note.  Only the $70.0 million A-1 note
serves as collateral in the subject transaction.  As of YE 2003,
the Fitch-adjusted NCF increased 3.0% since issuance.  The
corresponding DSCR as of YE 2003 was 1.51x compared with 1.47x at
issuance.  Although there is a considerable amount of lease
exposure throughout the loan term (70.0% NRA), the borrower at
issuance posted a $15.0 million leasing reserve account, and the
building is currently leased at below market rents (as of the June
2004 rent roll) of $44.67 per sf, compared with current market
rents of $57.48 per sf.

10 G Street, Nebraska (4.0%) is secured by an eight-story 256,626
sf office building located in the Capitol Hill district of
Washington, DC.  As of YE 2003, the Fitch-adjusted NCF decreased
slightly due to a drop in occupancy to 96.7% as of YE 2003,
compared with 100.0% at issuance.  The DSCR as of YE 2003 was
1.42x, compared with 1.41x at issuance.  Fitch will continue to
monitor the leasing activity at the property.

The remaining three credit assessed loans, 601 New Jersey Avenue
(4.3%), Inland Portfolio (3.9%), and Parc East Tower (1.9%) have
remained stable since issuance.

NATIONAL ENERGY: Goldman Sachs Wins 12 Equity Interests for $656MM
National Energy & Gas Transmission, Inc., has entered into a
definitive purchase agreement for GS Power Holdings II LLC, to
acquire NEGT's equity interests in 12 power plants and a natural
gas pipeline for $656 million, subject to certain post-closing
adjustments.  The agreement with the wholly owned subsidiary of
The Goldman Sachs Group, Inc. (NYSE: GS) resulted from a multi-
round bankruptcy court-sanctioned auction bidding process.

The power plants are located throughout the country and have a
combined generating capacity of more than 2,500 megawatts. The
plants include:

   -- Carneys Point and Logan located in New Jersey;

   -- Selkirk and Madison Wind located in New York;

   -- Hermiston located in Oregon;

   -- Scrubgrass, Northampton and Panther Creek located in

   -- Cedar Bay and Indiantown located in Florida;

   -- MASSPOWER located in Massachusetts; and

   -- Plains End, located in Colorado.

The plants are fueled primarily by natural gas and coal, and most
of the electricity they generate is sold under long term
contracts. NEGT's ownership interests in these facilities range
from approximately 13 to 100 percent. Goldman Sachs, through its
ownership of Cogentrix Energy, already owns interests in nine of
these plants. In addition to selling its interests in these
facilities, NEGT is selling its small ownership stake in the
Iroquois Gas Transmission System.

Pursuant to an agreement signed earlier this month, Perennial
Power Company, LLC, has agreed to purchase NEGT's equity interest
in the Hermiston facility for approximately $50 million. Perennial
Power is a wholly owned subsidiary of Sumitomo Corporation and its
principal U.S. affiliate, which is a current partner in the
Hermiston plant. If the Perennial Power transaction is completed,
then Hermiston's equity interest will be removed from the
portfolio being sold to GS Power and the total sale price will be

NEGT voluntarily filed for protection under Chapter 11 of the U.S.
Bankruptcy Code in July 2003.  As a result, the sale of equity
interests described above will be subject to bankruptcy court
approval at a hearing on September 22, 2004.

Tuesday's court-sanctioned auction process was held in accordance
with customary bidding procedures approved by the bankruptcy
court.  As part of the process, NEGT sought offers that were
higher or otherwise better than the $558 million purchase price
negotiated with Denali Power, LLC, a company formed by affiliates
of ArcLight Capital Partners, LLC and Caithness Energy, LLC.

The transaction with GS Power is expected to close in the first
quarter of 2005 and is subject to regulatory and third party

Lazard served as exclusive financial advisor to NEGT in connection
with this transaction.

NATIONAL MEDICAL: Reports $6.6MM Stockholders' Deficit at June 30
National Medical Health Card Systems, Inc. (Nasdaq: NMHC), a
national independent pharmacy benefit manager (PBM) doing business
as NMHC Rx, reported results for the fiscal fourth quarter and
fiscal year ended June 30, 2004.

"Fiscal 2004 was a momentous year for NMHC," stated Jim Bigl,
chairman of NMHC. "First, we completed the $80 million private
placement with New Mountain Capital, which was paramount to
accelerating the company's long-term growth plan. Second, we
expanded our service offering through our new mail-order facility
and specialty-pharmacy business, both of which now enable us to
offer our customers a total healthcare solution. Third, to keep
pace with our rapid expansion, we enhanced the breadth and depth
of the management team with the additions of Jim Smith as our new
president and chief executive officer, and Stu Fleischer as our
new chief financial officer. Finally, we have more than doubled
the size of our sales force in anticipation of the growing demand
for our total healthcare solutions package. Our strong performance
in fiscal 2004, as evidenced by a substantial increase in net
income excluding non-recurring New Mountain transaction items over
fiscal 2003 (as described below), as well as the continued growth
of our customer pipeline and the scalability of our platform,
position NMHC to become a leader in the PBM industry."

Jim Smith, president and chief executive officer, stated, "With a
solid foundation in place, we look forward to growing both
organically and through strategic acquisitions that leverage our
substantial infrastructure. We remain focused on driving organic
growth as the expanded sales force matures, and further
capitalizing upon the substantial cross-selling opportunities
among our divisions. Additionally, the integration of The Inteq
Group with our existing PBM business is nearly complete without
the loss of any customers, and we are beginning to benefit from
the operating synergies and enhanced geographic presence."

Mr. Smith continued, "We also anticipate continuing, and in
certain strategic areas accelerating, our investments in
technology and other resources to take full advantage of our
growth prospects over the next two to three years. Inclusive of
these investments, we are reaffirming our previous guidance for
estimated fiscal 2005 net income growth, excluding acquisitions,
of 25 to 35 percent over $9.5 million which represents fiscal 2004
net income excluding non-recurring New Mountain transaction items.
Given our operational improvements, growing demand for our
services, and attractive consolidation opportunities--we remain
quite confident in the near- and long-term outlook for the

Revenue for the 2004 fiscal fourth quarter was $176.6 million,
compared to revenue of $148.4 million for the same period last
year. Revenue grew due to the acquisitions of The Inteq Group and
Portland Professional Pharmacy as well as the addition of new
customers and the growth in existing customers during the quarter.
Gross profit for the 2004 fiscal fourth quarter increased 34.2% to
$18.0 million, compared to $13.4 million for the same period last
year. Revenue for the twelve months ended June 30, 2004 was $651.1
million, compared to revenue of $573.3 million for the same period
last year. For the twelve months ended June 30, 2004, gross profit
increased 34.0% to $64.0 million compared to $47.8 million for the
same period last year.

The closing of the New Mountain transaction in March 2004 resulted
in $688,000 and $2.6 million of non-recurring expenses, before
income tax benefit, for the fourth quarter and fiscal 2004,
respectively, including transaction bonuses, severance, and a
compensation charge due to the acceleration of the vesting of
certain stock options. Including these Non-recurring New Mountain
Transaction Items, operating income for the 2004 fiscal fourth
quarter was $4.0 million, compared to $3.2 million for the same
period last year, and operating income for the twelve months ended
June 30, 2004 was $13.4 million, compared to $11.8 million for the
same period last year. EBITDA for the twelve months ended June 30,
2004 was $19.3 million, compared to $16.4 million for the twelve
months ended June 30, 2003.

Net income available to common stockholders for the 2004 fiscal
fourth quarter was $1.0 million, or $0.21 per diluted share,
compared to net income available to common stockholders of $1.7
million, or $0.21 per diluted share, for the same period last
year. Results for the 2004 fiscal fourth quarter included the net
after-tax expense of $406,000 related to the Non-recurring New
Mountain Transaction Items. Results for the 2004 fiscal fourth
quarter also included an approximate $1.4 million preferred stock
cash dividend. Net income excluding the Non-recurring New Mountain
Transaction Items increased 74.8 percent to $2.9 million, or $0.25
per diluted share on the "as if converted" method.

The New Mountain transaction also resulted in an $80 million non-
recurring, non-cash charge, known as a Beneficial Conversion
Feature, in the third quarter of fiscal 2004. With the BCF, the
net loss available to common stockholders for fiscal 2004 was
$73.8 million, compared to net income available to common
stockholders of $6.4 million for the same period last year. The
BCF is calculated as the difference between the fair market value
of the company's common stock on the date of the closing of the
New Mountain transaction and the effective conversion price of
$11.29, and is limited to the $80 million purchase price for the
preferred stock. Results for fiscal 2004 included the net after-
tax expense of $1.5 million related to the Non-recurring New
Mountain Transaction Items. Results for fiscal 2004 also included
an approximate $1.6 million preferred stock cash dividend. Net
income excluding the Non-recurring New Mountain Transaction Items
increased 47.6 percent to $9.5 million, or $0.98 per diluted share
on the "as if converted" method.

The company has included with its financial statements a
reconciliation from reported net income as per U.S. generally
accepted accounting principles to net income and net income
available to common stockholders excluding Non-recurring New
Mountain Transaction Items. While net income and net income
available to common stockholders excluding Non-recurring New
Mountain Transaction Items are not measures of financial
performance under U.S. generally accepted accounting principles,
they are provided as information for investors for analysis
purposes in evaluating the effect of the New Mountain transaction.
Net income and net income available to common stockholders
excluding Non-recurring New Mountain Transaction Items are not
meant to be considered a substitute or replacement for net income
or net income (loss) available to common stockholders as prepared
in accordance with U.S. generally accepted accounting principles.

                            About NMHC

National Medical Health Card Systems, Inc. operates NMHC Rx
(pharmacy benefits manager or PBM), Integrail (health information
solutions), NMHC Mail (home delivery pharmacy), and Ascend
(specialty pharmacy solutions), providing services to
corporations, unions, health maintenance organizations, third-
party administrators, and local governments. Through its clinical
programs, value-added offerings, and advanced information systems,
NMHC provides quality, cost effective management of pharmacy
benefit programs.

                   Balance Sheet Turns Upside-Down

At June 30, 2004, NMHC's balance sheet shows a $6,623,000
stockholders' deficit, compared to a $28,426,000 of positive
equity at June 30, 2003.

NORTEL NETWORKS: Completes Deployment of VoIP Networks in Mexico
Grupo Iusacell S.A. de C.V. (Iusacell) (NYSE:CEL)(BMV:CEL), a
leading wireless operator in Mexico, and Nortel Networks
(NYSE:NT)(TSX:NT) completed deployment of a voice over
Internet Protocol -- VoIP -- core network to support the
operator's long-distance traffic, significantly increasing network
capacity and efficiency.  

Among the first next generation carrier VoIP networks in Mexico,
this deployment positions Iusacell to converge voice and data
traffic into packets that can be transmitted together over a
single, high-speed network.  This helps to drive reduced
operational costs and allows Iusacell to offer advanced new
wireless services to residential and enterprise customers.  

"Iusacell has now moved all of its long-distance traffic to an IP
network," said Gustavo Guzman, managing director of Iusacell.  
"The Nortel Networks VoIP solution lets us converge voice, data
and multimedia, helping us optimize network efficiency and
flexibility. With this implementation we can save on cost while
offering added value to our customers."  

Iusacell has migrated its circuit switches to a packet
infrastructure using Nortel Networks Succession Communication
Server (CS) 2000 Superclass softswitch. Iusacell has also deployed
Nortel Networks Passport 15000 and Passport Packet Voice Gateways
in Mexico's main cities as the basis for its new IP-based core
data infrastructure, positioning the operator to easily expand and
deploy third generation (3G) wireless technologies.  

"Nortel Networks has an extensive VoIP portfolio and global
experience in evolving circuit-switched networks into next
generation infrastructures," said Pablo Vazquez, managing
director, Mexico, Nortel Networks.  "Combined with a clear
understanding of its local requirements, we are uniquely
positioned to help Iusacell successfully realize its circuit-to-
packet evolution, and we will continue to support Iusacell in
delivery of even more advanced services to its customers in

Nortel Networks Succession CS 2000 Superclass softswitch enables
service providers to deliver the full suite of traditional voice
services to business and residential customers on a packetized
network, with voice and data traffic sharing the same
communications lines to provide more efficient and cost-effective
use of existing transmission capacity.  As a trunk gateway,
Passport PVG is an integral part of Nortel Networks Carrier Voice
over IP solutions.  It offers complete carrier-grade options for
long distance, local exchange, wireless, and cable operators.
Nortel Networks Passport multiservice switching portfolio is
deployed with more than 20 major wireless operators around the
world, delivering proven reliability for wireless packet
networking solutions across GSM/GPRS/UMTS, TDMA and CDMA/CDMA2000

Nortel Networks, which has a proven portfolio of products and
services for packet voice services, is providing Succession voice
over packet solutions to a number of leading operators, including
Bell Canada, Cable & Wireless Cayman Islands, Charter
Communications, China Netcom, China Railcom, Cox Communications,
Hong Kong Broadband Network, MCI, Sprint and Verizon

Grupo Iusacell, S.A. de C.V. (Iusacell)(NYSE:CEL)(BMV:CEL) is a
wireless cellular and PCS service provider in Mexico encompassing
a total of approximately 92 million POPs, representing
approximately 90 percent of the country's total population.  
Independent of the negotiations towards the restructuring of its
debt, Iusacell reinforces its commitment with customers, employees
and suppliers and guarantees the highest quality standards in its
daily operations offering more and better voice communication and
data services through state-of-the-art technology, such as its new
3G network, throughout all of the regions in which it operate.

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

                         *     *     *

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

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.

PATHMARK STORES: Competition Spurs Moody's to Pare Ratings to B3
Moody's Investors Service downgraded all ratings of Pathmark
Stores, Inc., including the Senior Subordinated Note (2012) issue
to B3, and assigned a stable outlook.

The rating downgrade was prompted by the increasing intensity of
grocery retailing competition in the company's trade area and
Moody's expectation that stabilizing revenue and operating profit
will prove challenging.

Constraining the ratings are:

   * Moody's belief that the company will run free cash flow
     deficits over the intermediate term,

   * the company's highly leveraged financial condition, and

   * the pressures on already low-margins in the highly
     competitive supermarket industry.

However, the wide regional recognition of the "Pathmark" trade
name and the good productivity of a typical Pathmark store support
the assigned ratings.  The company intends to refinance its bank
loan before the current quarter ends in October 2004 to avoid
violating financial covenants such as EBITDA falling below the
mandatory minimum.

Ratings lowered are as follows:

   -- $350 million 8.75% Senior Subordinated Notes (2012) to B3
      from B2,

   -- Senior Implied Rating to B1 from Ba3, and

   -- Unsecured Issuer Rating to B2 from B1.

Moody's does not rate the current $175 million secured Revolving
Credit Facility commitment or the $46 million secured Term Loan.  
The company indicates that it is negotiating a replacement
$250 million bank loan.

The ratings reflect:

   * the company's leveraged financial condition (especially
     adjusted for operating leases),

   * exposure to economic conditions of a limited geography
     roughly between New York City and Philadelphia, and

   * Moody's expectation that capital expenditures and term loan
     amortization will modestly exceed operating cash flow over
     the medium term.

In Moody's opinion, the company still needs to make up for a
lengthy period of underinvestment prior to the Sept. 2000
reorganization by renovating stores as quickly as liquidity
permits.  However, the ratings acknowledge Pathmark's status as a
well-recognized supermarket operator in its trade areas, potential
operating efficiencies resulting from high sales per square foot,
and the progress made in updating its store base.

The stable outlook considers Moody's opinions that Pathmark has
adequate liquidity and a defendable position in its trade areas
around New York City and Philadelphia.  Ratings would decline if:

   * the company fails to progress at growing revenue and
     simultaneously maintaining decent margins,

   * operating cash flow does not soon cover debt service and a
     normalized level of capital investment, or

   * working capital becomes a material use of cash.

However, the ability to internally finance an adequate capital
investment program, stability in market share, and improving debt
protection measures (such as lease adjusted leverage falling
towards 4.5 times and fixed charge coverage exceeding 1.5 times)
could eventually reduce the business and financial risks facing

The B3 rating on the senior subordinated notes considers that this
debt is subordinated to significant amounts of more senior
obligations.  Contractually senior claims include the $175 million
secured revolving credit facility commitment, the $46 million
secured Term Loan, and $222 million of capital lease obligations
and mortgages.  The senior subordinated notes are also effectively
junior to $89 million of trade accounts payable.  The majority of
revenue and assets are located at the issuing entity and almost
all operating subsidiaries guarantee the notes.  The company had
$91 million of revolving credit facility borrowing capacity as of
July 31, 2004.

Operating margin decreased to 1.4% for the quarter ending
July 31, 2004 compared to 2.8% in the same period of 2003 as
Pathmark has adjusted gross margin in order to maintain market
share.  Moody's believes that market share for Pathmark has
remained steady over recent periods as its comparable store sales
have approximately equaled other supermarket operators with
substantial operations in and around New York City and
Philadelphia.  For the twelve months ending July 31, 2004, lease
adjusted leverage equaled about 4.9 times and fixed charge
coverage was around 1.1 times.  As the company invests in its
store base, Moody's expects that operating challenges will
pressure debt protection measures over the next several years.

Pathmark Stores, Inc, with headquarters in Carteret, New Jersey,
operates 142 supermarkets around the New York City and
Philadelphia metropolitan areas.  The company generated revenue of
$4.0 billion for the twelve months ending July 31, 2004.

PROJECT FUNDING: Fitch Pares Ratings on Two Note Classes to Low-B
Fitch Ratings downgrades four classes of notes issued by Project
Funding Corporation I -- PFC I.  These downgrades are the result
of Fitch's review process.  These rating actions are effective

   -- $116,491,917.68 class I senior notes downgrade to 'AA' from

   -- $3,749,071.93 class II senior notes downgrade to 'BBB' from

   -- $3,882,897.65 class III mezzanine notes downgrade to 'BB'
      from 'BBB';

   -- $4,686,502.59 class IV mezzanine notes downgrade to 'B' from

The rating of the class I notes address the likelihood that
investors will receive timely interest as well as the stated
balance of principal by the final payment date.  The ratings of
the class II, III and IV notes address the likelihood that the
investors will receive ultimate and compensating interest
payments, as well as the stated balance of principal by the final
payment date.

PFC I is a collateralized debt obligation -- CDO -- administered
by Credit Suisse First Boston, which closed March 5, 1998.  PFC I
was established to issue approximately $617 million in debt and
equity securities and invest the proceeds in a static portfolio of
amortizing project finance loans originated by CSFB.  Included in
this review, Fitch Ratings discussed the current state of the
portfolio with the administrator and their portfolio management
strategy going forward.

As of the June 30, 2004 payment date, there were 24 loans to 16
obligors and the notes have paid down approximately 78% of their
original balance.  The notes of PFC I feature a pro rata principal
payment and sequential payment of interest prior to the occurrence
of certain triggers.  To date, no such triggers have been achieved
and the collateral has performed within expectations. While the
collateral continues to amortize, the pro rata feature of PFC I
results in an increased exposure to single obligors.  As a result,
Fitch has determined that the original ratings assigned to all
rated classes of PFC I no longer reflect the current risk to

Fitch conducted cash flow modeling utilizing various default
timing and interest rate scenarios to measure the breakeven
default rates going forward relative to the minimum cumulative
default rates required for the rated liabilities.  For more
information on the Fitch VECTOR Model, see 'Global Rating Criteria
for Collateralised Debt Obligations,' dated Sept. 13, 2004,
available on Fitch's web site at

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

PURE TECH: U.S. Patent Office Grants 2nd Patent on P-Wave Tech.
Pure Technologies Ltd., TSX-V: PUR, reported that the United
States Patent Office has granted a second patent relating to
Pure's P-Wave(R) electromagnetic pipe inspection technology.  This
patent is in addition to the patent granted and announced on
August 25, 2004.

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

Pure Technologies -- is an  
international technology company, which has developed patented and
proprietary technologies for management and surveillance of
critical infrastructure.  Applications for these technologies
include bridges, pipelines, nuclear power plants, high-rise
buildings, parking structures and other structures throughout the
world.  Pure designs and supplies the systems and provides
continuing remote monitoring and technical support from its
headquarters in Calgary, Canada, its subsidiary in the United
States, and a strategic partnership overseas.  At June 30, 2004,
Pure Technologies stockholders' deficit narrowed to $8,821,000.  
At December 31, 2003, the company's equity deficit was pegged at

QUALITY DISTRIBUTION: Richard Marchese Acts as Interim SVP & CFO
Quality Distribution, Inc., (Nasdaq:QLTY) reported the appointment
of Richard B. Marchese as interim Senior Vice President and Chief
Financial Officer.

Mr. Marchese is currently a Director of the Company, Chairman of
the Audit and Corporate Governance Committees, Lead Independent
Director, and a member of the Executive Committee. He will
continue as a Director, but will resign from the Audit and
Corporate Governance Committees. Mr. Marchese was Chief Financial
Officer of Georgia Gulf Corporation from 1989 until his retirement
early in 2004. Mr. Marchese received a BS in accounting from
Farleigh Dickenson University in 1968 and was named Senior
Financial Officer of the Year by Chemical Week Magazine for 2003.

"Dick's years of experience as chief financial officer of a large
public company strengthens our senior management team and assures
continuity while the Company searches for a permanent Chief
Financial Officer," said CEO Tom Finkbiner. "We are very pleased
that Dick has agreed to accept this position. At the same time, it
is salutary that he will continue as a Board and Executive
Committee member where his advice and counsel have proved

The Company also announced that Alan H. Schumacher, Director and
member of the Audit and Compensation Committees has agreed to
assume the role of Chairman of the Audit Committee and Audit
Committee financial expert. Mr. Schumacher also was appointed a
member of the Corporate Governance Committee, replacing Mr.
Marchese. Joshua Harris, currently a member of the Corporate
Governance Committee will assume the role of Chairman of that

Mr. Schumacher is Chairman of the Board of Anchor Glass Container
Corporation. From 1977 to 2000, Mr. Schumacher served in various
financial positions at American National Can and American National
Can Group serving as Executive Vice President and Chief Financial
Officer from 1997 to 2000. Mr. Schumacher is also a member of the
Federal Accounting Standards Advisory Board and a member of the
board of directors of BlueLinx Holdings Inc.

On September 9, 2004 Samuel M. Hensley submitted his resignation
as Senior Vice President and Chief Financial Officer, effective
September 24, to pursue another opportunity.

Headquartered in Tampa, Florida, Quality Distribution operates
approximately 3,500 tractors and 8,250 trailers through three
principal transportation subsidiaries: Quality Carriers,
TransPlastics, and Quebec-based Levy Transport. The Company also
provides other bulk transportation services, including tank
cleaning and freight brokerage. Quality Distribution is an
American Chemistry Council Responsible Care(R) Partner and is a
core carrier for many of the Fortune 500 companies who are engaged
in chemical production and processing.

                          *     *     *

As reported in the Troubled Company Reporter on May 25, 2004,
Standard & Poor's Ratings Services affirmed Quality Distribution,
Inc.'s ratings, including its 'B+' corporate credit rating.
At the same time, Standard & Poor's assigned a recovery rating of
'3' to wholly owned subsidiary Quality Distribution LLC's $215
million bank facility, indicating an expectation of meaningful
(50% to 80%) recovery of principal in a default scenario. The bank
facility is rated 'B+'. The outlook was revised to negative from

"The outlook change reflects the potential for a deterioration in
Quality Distribution, Inc.'s credit protection measures over the
near-to intermediate-term due to increased spending on new, though
related, business lines, continued expansion of its traditional
bulk tank business, and ongoing litigation issues," said Standard
& Poor's credit analyst Kenneth L. Farer. Despite strong industry
fundamentals, Quality Distribution reported weaker operating
results for first-quarter 2004 compared with the same period of
2003 due to costs associated with the company's entry into the
juice transportation business and an investigation related to
reinsurance issues at the company's insurance subsidiary. The
Tampa, Florida-based bulk tank truck carrier has about
$280 million of lease-adjusted debt.

Ratings on Quality Distribution Inc. reflect its participation in
a low-margin, fragmented industry, combined with a weak financial
profile. Quality Distribution is the largest bulk tank truck
carrier in North America. Through a network of more than 160
terminals, Quality Distribution LLC, a wholly owned subsidiary,
primarily transports a broad range of chemical products. The
company also transports plastics and flat glass and provides
customers and affiliates with supplemental services such as tank
wash and insurance. Over the past few months, the company has
expanded its operations through the acquisition of Bulkmatic
Transport Co.'s liquid trailer fleet and entry into the Florida
juice transportation market. Although the company benefits from a
strong market share in an industry with high barriers to entry,
its customers sometimes have transportation alternatives (rail,
barge), depending on the nature of the shipment.

RCN CORP: Wants to Employ PDA as Operations Consultant
RCN Corporation and its debtor-affiliates sought and obtained the
Court's authority to employ the PDA Group, LLC, pursuant to
Section 363(b) of the Bankruptcy Code.  PDA will provide
consulting services relating to the Debtors' market operations and
execution of sales and marketing strategies, on the terms set
forth in an engagement letter dated August 19, 2004, between the

Peter Aquino, a principal at PDA, will provide the services as  
part of an agreement the Debtors reached with the Official  
Committee of Unsecured Creditors to facilitate the Debtors'  
transition into a reorganized company.  Mr. Aquino will become an  
officer of RCN and ultimately part of Reorganized RCN's senior  
management team.

Jay M. Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom,  
LLP, in New York, explains that the employment of Mr. Aquino to  
focus on RCN's operations will greatly benefit the Debtors'  
existing management, who can continue to focus on the Debtors'  
restructuring and emergence from Chapter 11.  Mr. Aquino has  
years of industry experience, including managing a cable  
overbuilder in Latin America and serving in a senior management  
capacity at Bell Atlantic.  He is also very familiar with the  
Debtors' operations as a result of consulting services he  
performed in the bankruptcy cases for Capital & Technology  
Advisors, LLC, the operations advisor to the Creditors Committee.   
Accordingly, Mr. Aquino enjoys the confidence of the Creditors  
Committee, who represent in large part the future owners of RCN.

In exchange for Mr. Aquino's services, the Debtors will pay PDA a  
$45,000 monthly fee beginning August 19, 2004, for the term of  
the engagement.  All payments contemplated in the Engagement  
Letter will be made on or before the first of each month to which  
the payment relates.  A $90,000 payment for the months of August  
and September 2004 will become payable upon Court approval.   
Partial months work will be prorated accordingly.  Additional  
services performed beyond the Debtors' standard workweek and on  
the Debtors' established holidays will be billed at $650 per  

The initial term will be in effect for a period of six months and  
will thereafter continue in effect on a month-to-month basis,  
provided that both parties approve the extension in writing or  
electronic transmission within seven days prior to the expiration  
of the term.

The Debtors will reimburse PDA for reasonable legal fees  
associated with drafting and defense of the Engagement Letter up  
to $20,000, and all reasonable out-of-pocket travel and business  
expenses, including voice and data usage, incurred by Mr. Aquino  
in connection with PDA's obligations under the Engagement Letter  
upon presentation to the Debtors of appropriate supporting  
documentation relating to the expenses.  From the effective date  
of the Engagement Letter through September 30, 2004, the Debtors  
will cover all airfare, car rental and lodging directly through  
the Debtors' business travel account whereby the Debtors will  
directly pay all expenses.  All expense reimbursements will be  
paid to PDA within 15 calendar days of the presentation of the  
documentation to the Debtors consistent with their established  

In the event the Debtors terminate the Engagement Letter for any  
reason, other than for Cause or non-Renewal, Mr. Aquino will be  
entitled to a $90,000 termination fee.

Mr. Aquino attests PDA does not represent or hold any interest  
adverse to the Debtors' estates or their creditors.  PDA is a  
"disinterested person" within the meaning of Section 101(14) of  
the Bankruptcy Code.

Headquartered in Princeton, New Jersey, RCN Corporation -- 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.,

RIVERSIDE FOREST: Says 11-Month Reports Prove Tolko Bid Inadequate
Riverside Forest Products Limited (TSX: RFP) released the
unaudited consolidated financial statements as at and for the
11-month period ended August 31, 2004.  

The Company reported net earnings for the two months ended
August 31, 2004 of $21.4 million or $2.27 per share.  This brings
the net earnings for the eleven months ended August 31, 2004 to
$69.3 million or $7.63 per share compared to a net loss of
$1.3 million or $0.15 per share for the year ended
September 30, 2003.

Earnings before interest, taxes, depreciation and amortization was
$36.3 million for the two months ended August 31, 2004.  This
brings EBITDA for the eleven months ended August 31, 2004 to
$141.8 million compared to $17.3 million for the year ended
September 30, 2003.  As of August 31, 2004, Riverside had cash on
hand of $169 million, or $17.88 per share.

                       Tolko Bid Inadequate

Gordon W. Steele, Riverside Chairman, President and Chief
Executive Officer, said:  "In light of Tolko Industries Ltd.'s
recent offer to purchase all of the outstanding common shares of
the Company, we wanted to ensure that shareholders have
Riverside's most recent financial information available to them.
In our view, the strength of the Company's financial results and
its balance sheet confirm the financial inadequacy of the Tolko

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

                         *     *     *

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

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

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

SALEM COMMS: S&P's B+ Corporate Credit Rating Has Stable Outlook
Standard & Poor's Ratings Services revised its outlook on Salem
Communications Corp. to stable from negative, based on the
company's improving financial profile.  The 'B+' long-term
corporate rating on the company was affirmed.

The Camarillo, California-based radio broadcasting company had
total debt outstanding of approximately $284.4 million at
June 30, 2004.

"The outlook revision recognizes Salem's lower leverage following
an approximately $66 million equity-financed reduction of debt,"
said Standard & Poor's credit analyst Alyse Michaelson.

Pro forma debt to EBITDA was 5.65x at June 30, 2004, compared with
leverage closer to 7x prior to the financing.  Credit measures
have also strengthened through steady growth in EBITDA,
notwithstanding radio advertising's muted recovery.  Salem has a
comfortable cushion of financial covenant compliance under the
7.25x leverage covenant contained in its bank agreement.  The
company is expected to continue its growth plans prudently in
order to accommodate a tightening leverage covenant on
Dec. 31, 2004, and again at year-end 2005.

The rating and outlook incorporate the expectation that Salem's
ongoing acquisition activity will proceed at a more reasonable
pace than it has historically and will be financed in a manner
that preserves debt to EBITDA in the 5x-6x range.  Salem began
generating discretionary cash flow in 2003, converting
approximately 36% of EBITDA into discretionary cash flow, which
could be used to help fund acquisitions or reduce debt.

The rating on Salem reflects:

   * high financial risk from debt-financed radio station

   * a short track record of generating discretionary cash flow,

   * its niche religious programming focus.  

These factors are partially offset by:

   * the company's expanding large-market radio station clusters,
   * increasing scale,
   * stable cash flow from block programming time sales, and
   * good asset value.

SCOTT ACQUISITION: Wants Renaissance Partners as Financial Adviser
Scott Acquisition Corp. and its debtor-affiliates ask the United
States Bankruptcy Court for the District of Delaware for
permission to retain Renaissance Partners, L.C., as their
financial advisors and consultants.

The Debtors tell the Court that the services of Renaissance
Partners are necessary because of its extensive experience and
knowledge in the field of retail chain organization.  Renaissance
Partners performed consulting services for the Debtors during
April and May 2004 and is familiar with the Debtors' finances and
current state of affairs.

Renaissance Partners is expected to:
     a) provide continuing business/operational detailed  analysis
        and recommendations concerning the future of the business,
        organizational requirements, projected financial
        performance, and realistic capital structure;

     b) maximize the return for all concerned in the liquidation  
        process in the event that the Debtors agree that a going-
        forward business is not viable, and that liquidation is
        the desired course of action;

     c) prepare projected liquidation analysis in comparison for  
        going-forward business alternatives;
     d) seek to determine management requirements of a going-
        forward business;

     e) prepare with management new financial models and cash flow
        plans based on analysis and recommended plans of action
        including weekly cash flow plans;

     f) develop execution plans, management buy-in and specific
        management responsibilities to carry out execution of

     g) participate in discussions and negotiations with lenders,
        vendors, equity participants, real estate landlords, and
        other parties pursuant to the Debtors' plans and actions
        required to achieve the plans;

     h) assist management with compliance, court-related
        documents, and filings and monitoring to help ensure that
        plans are implemented; and

     i) coordinate and monitor activities of outside service
        providers in the areas of real estate and merchandise
        liquidations, asset sales, and other actions that may be
        considered to create liquidity.

Mr. Thomas H. Hicks, Managing Partner of Rennaisance Partners,
discloses that the Firm received a $75,000 retainer.

Mr. Hicks reports Renaissance Partners' professionals bill:

          Designation                              Hourly Rate
          -----------                              -----------
          Managing Partner/Senior Principals          $400
          Principals                                   350
          Consultants                                  300
          Analysts                                     100

To the best of the Debtors knowledge, Renaissance Partners is
"disinterested" as the term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Winter Haven, Florida, Scott Acquisition Corp. is
a retailer of a wide range of building materials and home
improvement products serving the "do-it-yourself" market for
individual homeowners, as well as the professional builder and
commercial markets.  The Debtors filed for protection on
September 10, 2004 (Bankr. D. Del. Case No. 04-12594).  When the
Company and its debtor-affiliates filed for protection from their
creditors, they reported $45,681,000 in assets and $30,068,000 in

SIERRA HEALTH: Will Release 3rd Quarter Results on Oct. 20
Sierra Health Services Inc. (NYSE:SIE) will release its third
quarter financial results after market close on Wednesday,
Oct. 20, 2004. A conference call with investors, analysts and the
general public is scheduled for 11 a.m. (ET) on Thursday,
Oct. 21, 2004.

Listeners in the United States may access the conference call by
dialing 888-988-9162. Listeners overseas may access the call by
dialing 484-644-0963. The passcode for both numbers is "EARNINGS."
Individuals who dial in to listen to the call will be asked to
identify themselves and their affiliations. Listeners may also
access the conference call free over the Internet by visiting the
investor page of Sierra's Web site at
To listen to the live call on the Web site, please visit the
Sierra site at least 20 minutes early (to download and install any
necessary audio software).

In order to facilitate a better understanding of the call, Sierra
is asking listeners to review its Annual Report on Form 10-K for
the year ended Dec. 31, 2003, and Quarterly Report on Form 10-Q
for the periods ended March 31, 2004 and June 30, 2004. Listeners
should review cautionary statements under "Management's Discussion
and Analysis of Financial Condition and Results of Operations."

Sierra Health Services Inc. --  
based in Las Vegas, is a diversified health care services company
that operates health maintenance organizations, indemnity
insurers, military health programs, preferred provider
organizations and multispecialty medical groups. Sierra's
subsidiaries serve more than 1.2 million people through health
benefit plans for employers, government programs and individuals.

                          *     *     *

As reported in the Troubled Company Reporter on May 18, 2004,
Standard & Poor's Ratings Services revised its outlook on Sierra
Health Services Inc. to positive from stable. At the same time,
Standard & Poor's affirmed its 'B+' counterparty credit rating on
Sierra and its 'B+' issue credit rating on Sierra's $115 million
2.25% senior convertible notes due March 2023.

"The revised outlook reflects Sierra's improved profitability,
strengthened capital adequacy, and more focused market profile,
offset by its geographic concentration, narrow product scope, and
contingency exposure to its recently divested workers'
compensation business," explained Standard & Poor's credit analyst
Joseph Marinucci.

SILICON GRAPHICS: S&P Affirms Junk Corporate Credit Rating
Standard & Poor's Ratings Services affirmed its 'CCC+' corporate
credit rating on Mountain View, California-based Silicon Graphics,
Inc., and revised its outlook to developing from positive.

"Although EBITDA trends have continued to be positive, the outlook
revision reflects Standard & Poor's concern about negative cash
flow trends over the past two quarters, and the recently disclosed
weaknesses in Silicon Graphics' internal controls," said Standard
& Poor's credit analyst Martha Toll-Reed.

Silicon Graphics' ratings reflect:

   * a leveraged financial profile,
   * limited financial flexibility, and
   * weak operating performance.

While Silicon Graphics has a good technology position in high-end
computing and graphics solutions, the company has been struggling
to establish revenue stability and net profitability in the highly
competitive technical workstation and server markets.  The
company's efforts have been hampered by reduced levels of
information technology spending, particularly for high-end
equipment, and a highly competitive industry environment.

Silicon Graphics had revenues of $211 million in the quarter ended
June 25, 2004, down 6% from the prior-year period, excluding
discontinued operations.  The company has continued to implement
cost-reduction actions, resulting in year-over-year EBITDA
improvement in each of the past four quarters.

EBITDA coverage of interest was 2.3x in the June 2004 quarter, up
substantially from 0.4x in the prior-year period. Because of weak
profitability levels, leverage remains high. Total debt to EBITDA
as of June 2004 was in excess of 6x.

SIMMONS BEDDING: IPO Uncertainty Cues S&P to Hold B+ Credit Rating
Standard & Poor's Ratings Services affirmed its ratings on
Atlanta, Georgia-based mattress manufacturer Simmons Bedding
Company, including its 'B+' corporate credit rating.

At the same time, the ratings were removed from CreditWatch, where
they were placed on May 18, 2004.  The outlook is stable.  At
June 26, 2004, $752.6 million in total debt was outstanding.

"The ratings affirmation reflects the uncertainty over the timing
of the company's planned IPO of common stock that was announced in
June 2004 due to unpredictable market conditions," said Standard &
Poor's credit analyst Martin S. Kounitz.

The ratings are based on Simmons' leveraged financial profile,
which resulted from a debt-financed acquisition by an affiliate of
Thomas H. Lee Partners L.P., in late 2003.  This debt leverage is
partially mitigated by the company's number-two market share, its
history of new product innovation, and its stable cash-flow
generation in the domestic mattress industry.  

The stable outlook reflects Standard & Poor's expectation that
Simmons will maintain and improve its market position through
higher unit sales and price increases, and will strengthen its
credit profile by applying free cash flow to debt reduction.  
Given current equity market conditions, the stable outlook does
not incorporate the prospect of an IPO due to the uncertainty of
this event.  Simmons remains highly leveraged after its December
2003 recapitalization.  

SINO-FOREST: Appoints Messrs. Horsley & Hyde to Board of Directors
Sino-Forest Corporation (TSX: TRE.A; TRE.S) appoints Mr. David
Horsley and Mr. James Hyde to its board of directors.  

"The additional members will add excellent financial and public
company experience to our current board of directors," stated
Allen T. Y. Chan, Chief Executive Officer of Sino-Forest.  "We
believe that the new members will be able to greatly assist
management of Sino-Forest in achieving our operational and
financial objectives".  

                      About David Horsley

Mr. Horsley is Senior Vice President and Chief Financial Officer
of Cygnal Technologies Corporation (TSX: CYN).  He has served on a
number of private and public boards including Unico Foods, EDM,
Site Oil Tools, FuelMaker, Chapters, where he also served as
Chairman of the Audit Committee and Cygnal where he was Chairman
of the Audit Committee and a member of the Compensation and
Corporate Governance Committee.  Mr. Horsley holds a Bachelor of
Arts degree from the University of Toronto.  He is a member of the
Canadian Institute of Chartered Accountants as well as the
Institute of Chartered Accountants of Ontario.  He is also a
member of the Institute of Chartered Business Valuators.

                        About James Hyde

Mr. Hyde is Vice President, Finance and Chief Financial Officer of
GSW, Inc., (TSX: GSW.a, GSW.b), a leading North American
manufacturer and marketer of building products and water heaters.
Prior to joining GSW, Inc., in 2002, Mr. Hyde was with Ernst &
Young for 24 years, including twelve years as a Partner.  Mr. Hyde
holds a Bachelor of Business Administration degree from the
University of New Brunswick and a Canadian Chartered Accountancy
designation.  He is a past Director of the Canadian Venture
Capital Association.

Sino-Forest Corporation (S&P, BB- Credit Rating, Stable Outlook,
July 28, 2004) is involved in the growing & harvesting of
eucalyptus, aspen and pine trees under long-term plantation
programs in Southern China.  The Company also manufactures,
distributes and sells forest products including logs, wood chips
and wood products.

SYSTECH RETAIL: Posts $1.5 Million 1st Quarter Net Loss
Systech Retail Systems Corp., doing business as OPENFIELD
Solutions, a leading software developer and integrator of
technology solutions for the retail industry, reported results for
the three months ended July 31, 2004.  

For Q2 FY 2005, the Company recorded revenues of $3.9 million, a
decrease of $1.5 million, or 28.2% over the same period in the
prior year.

Loss before income taxes and discontinued operations was
$(1.2) million for the quarter, compared to a loss of
$(856) thousand for the second quarter of the prior year.  
Deducting discontinued operations and income taxes brought the
loss for the quarter to $(1.5) million, compared to a loss of
$(881) thousand for the same quarter of the prior year, which
represents an increased loss of $(631) thousand.  

In order to properly interpret the meaning of these results, it
should be noted that in Q2 FY 2004, the foreign exchange gain was
significantly higher than in Q2 FY 2005.  If the foreign exchange
is factored out, the net loss for Q2 in FY 2005 would have been
$(2.0) million as compared to a net loss of $(1.8) million for Q2
in FY 2004, a decrease in the Company's performance of only 7.3%.

While revenues declined versus the second quarter last year, the
full impact of the cost-cutting program significantly reduced the
impact on operations.  As a result, operating results only
declined marginally for Q2 FY 2005 as compared to the same quarter
in the prior year when foreign exchange impact is factored out.

"While we were pleased to reduce the loss for Q2 FY 2005 as
compared to Q1 results of this year, long sales cycles have
presented a challenge in rebuilding the sales backlog.  That being
said, management is beginning to see customers making decisions as
well as additional opportunities with new retail customers" said
David Shonerd, Systech's President and Chief Executive Officer.

Highlights During The Quarter:

   -- As a result of delays in rebuilding the sales backlog since       
      coming out of bankruptcy protection and deferrals by
      customers of existing orders until Q4, revenue for systems
      and software products declined;

   -- Systems solutions rollouts to Sedanos, Earthfare and
      Magruders continued to grow the ISIS install base;

   -- Software services and support revenues declined as new
      contracts have not been obtained to fully offset the loss of
      OEM contracts in FY 2004 and the completion of the
      programming services contract with the Northwest Company;

   -- Despite these challenges, the Company continued to implement
      new programming services contracts with customers including
      multiple tier 1 grocery chains, an additional tier 2 grocery
      chain, and a large OEM in Q2.

   -- Helpdesk and software maintenance support revenues increased
      through a combination of new support contracts associated
      with ISIS rollouts for the Northwest Company, Sedanos,
      Magruders, and by obtaining new contracts with customers
      including a tier 1 grocery chain.


The biggest challenge in returning to profitability continues to
be rebuilding the Company's sales order backlog.  After emerging
from CH11 /CCAA protection in September of 2003, management
focused on re-engaging with customers who had not ordered from the
Company during the bankruptcy process.  In many cases, this was
equivalent to "starting the sales cycle over" which can often take
6-12 months to complete.

While the process is not progressing as quickly as anticipated,
management is now beginning to see a renewed commitment to the
Company by its existing customers and more opportunities to
compete for business from third party solutions providers and new
retailer prospects.  These agreements have been established since
April of 2004:

   -- In April of 2004, Rack Room Shoes committed to its first
      installations of the HP RP 5000 POS platform.  This is the
      result of continued strategic partnership between HP and the

   -- In April of 2004, Earthfare committed to extend its existing
      rollout the Company's ISIS solution to five more stores by
      June of 2005;

   -- In July of 2004, the Company announced an agreement with
      Gottschalks, the largest independently owned department
      store chain in California;

      The Company will deliver programming services, software and
      professional services to Gottschalks in partnership with IBM
      Retail Systems.

   -- In August of 2004, the Company announced that contracts were
      signed with a new customer for ISIS called City Market.  
      City Market is located in Vermont and is the community-owned
      grocery of the Onion River Cooperative;

   -- In August of 2004, the Company reached agreement with a
      tier 1 retailer for integration services and support
      contracts through 2005;

   -- In September of 2004, the Company announced that Tru Valu
      contracted for its ISIS application.  Tru Valu is based in
      Trinidad, West Indies and is part of Eastern Commercial
      Land, Inc.;

   -- In September of 2004, the Company announced an agreement
      with Magruders for the implementation of NCR FastLane self-
      checkout systems in 2005.

The Gottschalks order is a prime example of the effort required to
complete the sales cycle in retail.  The Company has been
developing the relationship with Gottschalks for over two years.  
These efforts have resulted in new programming services business
and potential opportunities in the future for implementation of
the ISIS platform.

Even with the increased focus on improving revenues in the current
business, management acknowledges that the sales cycle for point-
of-sale software solutions will require time for the orders
backlog to rebuild.  In order to reduce the Company's dependency
on the timing of customer buying decisions, management has
developed a long-term strategic plan for the growth of the ISIS
application and improving the Company's business model.  The plan
involves upgrading the existing product to meet the needs of the
large Tier One grocers and the development of an indirect sales
channel for selling the product to smaller Tier Three and Four
grocers.  Management believes that these two initiatives will
enable the Company to penetrate a larger share of the POS market
with a wider range of customers and to sell its products much more
efficiently.  This strategy can generate alternative revenue
streams to complement the existing business and increase the
Company's potential to return to profitability.

In connection with the completion of the fundraising program to
support the strategic plan, management has obtained shareholder
approval to convert over $13 million debt owed to Integrated and
Park Avenue into equity in conjunction with a broader arrangement
to include a private placement of the Company's equity to arms'
length parties.  The combination of new capital and a stronger
balance sheet from a reduced debt load will not only improve the
financial position of the Company, but will enhance customer
confidence in making longer term commitments to OPENFIELD's
products and services.

Management is confident that the combination of increased focus on
software sales opportunities and the implementation of a clear
strategic plan based on its proprietary ISIS application will
enhance the Company's ability to achieve success.

                         About Systech

Systech Retail Systems Corp, dba OPENFIELD Solutions, is the North
American retail industry's premier independent developer and
integrator of retail technology, including software, systems and
services.  Its open architecture solutions enable powerful new
technology to be applied in retail environments.  OPENFIELD
Solutions' significant cross-platform capability and considerable
POS application experience allow it to address any in-store
systems requirement, regardless of project size or scope.  Shares
and Warrants of Systech Retail Systems Corp., d.b.a. OPENFIELD
Solutions, are traded on the Toronto Stock Exchange under the
symbols "SYS" and "SYS.WT" respectively.

At April 30, 2004, Systech Retail Systems Corp.'s balance sheet
showed a $13,600,000 stockholders' deficit, compared to a
$11,842,000 deficit at January 31, 2004.

UAL CORP: Board Wants to Appoint IFS as Pension Plan Fiduciary
On January 30, 1986, UAL Corp. and its debtor-affiliates' Board of
Directors vested its fiduciary responsibilities as administrator
of the Debtors' pension plans to a committee of employees named
the Pension and Welfare Plan Administration Committee.  The
Debtors served as the Plan Administrator while operational control
of the Plans vested in the PAWPAC.

There were three members of the PAWPAC:

   (1) Peter McDonald, a member of the United Board and Chief  
       Operations Officer;

   (2) Frederic F. Brace, III, a member of the United Board,  
       and Executive Vice president, Chief Financial Officer; and

   (3) Sara A. Fields, Senior Vice President, People.

The Debtors' management determined that, given the existing  
dynamic restructuring environment, the PAWPAC members were in an  
impossible position.  The PAWPAC members could not simultaneously  
fulfill their duties to the Plans and participate in decisions  
that might involve ceasing minimum funding contributions,  
possibly ending in a distress termination.  As the issues with  
the Debtors' Pensions heated up, all three members of the PAWPAC  
resigned effective June 28, 2004.  By resolution on July 16,  
2004, the Board revoked the PAWPAC's duties and responsibilities  
and transferred them to the Debtors.

Thereafter, the Debtors and the United States Department of Labor  
discussed the ongoing management of the Plans.  Because the  
Debtors could be placed in the same conflicted position as the  
former PAWPAC members, the Labor Department agreed that the  
Plan's constituencies would best be served by the appointment of  
an independent fiduciary.  An agreement was reached between the  
Debtors and the Labor Department regarding the selection of an  
independent fiduciary by September 15, 2004.  The independent  
fiduciary will have the authority to retain attorneys,  
accountants, actuaries and other professionals.  The costs will  
be borne by the Debtors.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, tells the Court  
that after considering several potential candidates, the Debtors  
and the Labor Department selected Independent Fiduciary Services,  
Inc., to act as independent fiduciary.  IFS began as an  
investment consulting unit of Bear Stearns in 1986.  In 1996,  
IFS's principals purchased the business and focused on  
independent fiduciary services to pension and other benefit  
plans.  Samuel W. Halpern, Executive Vice President of IFS, will  
act as lead member and supervisor of the IFS team.

On September 3, 2004, the Debtors and IFS entered into a  
Fiduciary Services Agreement, outlining these powers and duties:

   (1) IFS, with the concurrence of Labor Department, is
       appointed independent fiduciary of the Plans;

   (2) IFS will review the Plans' funding policies and make  
       recommendations to the Board;

   (3) IFS will investigate and analyze and pursue or assert any  
       claims, obligations, debts or liabilities owing to the
       Plans connected with the funding or contribution
       provisions of the Plans;  

   (4) IFS will take appropriate action including initiation of  
       litigation for breaches of fiduciary duty;

   (5) The Debtors will pay IFS $175,000 for its services for the
       first three months and $50,000 for each month thereafter;

   (6) IFS will be entitled to reimbursement for reasonable
       out-of-pocket costs;

   (7) IFS will maintain a $10,000,000 fiduciary liability

   (8) The Debtors will indemnify, defend, reimburse and hold IFS
       harmless against any losses or other claims for services  
       performed, other than losses arising from gross
       negligence, willful or intentional misconduct or criminal
       conduct; and

   (9) The Agreement may be terminated with 60 days' notice.

By this motion, the Debtors ask the Court to approve the  
appointment of IFS as Pension Plan fiduciary.

Headquartered in Chicago, Illinois, UAL Corporation -- through United Air Lines, Inc., is the   
holding company for United Airlines -- the world's second largest  
air carrier. The Company filed for chapter 11 protection on  
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M.  
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts. When the Debtors filed for
protection from their creditors, they listed $24,190,000,000 in
assets and $22,787,000,000 in debts. (United Airlines Bankruptcy
News, Issue No. 59; Bankruptcy Creditors' Service, Inc., 215/945-

UAL CORP: Flight Attendants Support Chapter 11 Trustee Appointment
The Association of Flight Attendants-CWA, AFL-CIO, agrees with  
the International Association of Machinists that a Chapter 11  
trustee must be appointed in UAL Corp. and its debtor-affiliates'

In addition to the breaches of fiduciary duty highlighted by the  
IAM, the AFA identified "numerous examples of the Debtors' gross  
mismanagement, as well as incompetence and dishonesty."   
According to Jeffrey A. Bartos, Esq., at Guerrieri, Edmond &  
Clayman, any one of the AFA's findings establishes cause for the  
appointment of a Chapter 11 Trustee under Section 1104(a)(1) of  
the Bankruptcy Code:

   (1) In their financial model, which formed the basis for the
       business plan, the Debtors erroneously assumed that a
       $275,000,000 reduction in 2003 operating expenses would
       continue every year thereafter.  To plug this gap, the
       Debtors attacked retiree medical expenses through the use
       of Section 1114;

   (2) The Debtors submitted their loan guarantee application to
       the Air Transportation Stabilization Board with no
       alternative plan in case the submission was denied;

   (3) While the Debtors were demanding drastic, permanent
       reductions in retiree medical benefits, United's CEO,
       Glenn Tilton granted himself an 18% pay raise, from
       $712,500 to $845,000; and

   (4) The Debtors' maneuvers in relation to the pension plans
       have been laughable.  In early June, Mr. Tilton assured
       members of Congress that the Debtors would fund their
       pension plans.  However, on July 6, 2004, the Debtors
       decided to not make the quarterly contributions to the
       pension plans.  The Debtors never consulted with their
       unions in search of alternative savings nor attempted to
       avoid default by applying to the Internal Revenue Service
       for a waiver.

Mr. Bartos maintains that numerous grounds exist under Section  
1104(a) for the Court to appoint a Chapter 11 Trustee.  The Court  
need only make note of the Debtors' gross mismanagement,  
incompetence and dishonesty.  The Debtors' contemptuous treatment  
of their employees, exemplified by the decision to stop funding  
their pension plans, is proof of managements' recklessness.  The  
Debtors have squandered employee morale and confidence.  Through  
this alienation of the workforce, the Debtors have precluded a  
consensual reorganization.  Accordingly, a Trustee is in the best  
interest of the Debtors' stakeholders, including employees and  

Headquartered in Chicago, Illinois, UAL Corporation -- through United Air Lines, Inc., is the   
holding company for United Airlines -- the world's second largest  
air carrier. The Company filed for chapter 11 protection on  
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M.  
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts. When the Debtors filed for
protection from their creditors, they listed $24,190,000,000 in
assets and $22,787,000,000 in debts. (United Airlines Bankruptcy
News, Issue No. 59; Bankruptcy Creditors' Service, Inc., 215/945-

UBS 400: Moody's Shaves Ratings on Two Cert. Classes to Low-B
Moody's Investors Service downgraded the ratings of UBS 400
Atlantic Street Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2002-C1A as follows:

   -- Class B-1, $7,500,000, Fixed, downgraded to Baa1 from A3
   -- Class B-2, $4,200,000, Fixed, downgraded to Baa2 from Baa1
   -- Class B-3, $5,000,000, Fixed, downgraded to Baa3 from Baa2
   -- Class B-4, $4,235,000, Fixed, downgraded to Ba1 from Baa3
   -- Class B-5, $8,844,309, Fixed, downgraded to Ba2 from Ba1

The Certificates are collateralized by a $29,779,310 subordinate
mortgage note on 400 Atlantic Street, a 15-story Class A office
building located at 400 Atlantic Street in Stamford, Connecticut.

The property is challenged by an increased vacancy rate and poorer
market conditions.  Property occupancy as of June 2004 was 91.6%,
down from 100.0% at securitization.  The vacancy rate in the
Stamford Class A office market is in excess of 16.0%.  Arthur
Andersen, which had leased 6.0% of the net rentable area -- NRA --
at securitization, terminated its lease in May of 2002.  This
space has not been re-leased as of yet.  Additionally, American
Express Company (38.2% of NRA) has listed all of its space on the
sublease market at a rent significantly below market and has
requested an early termination of its lease.

Moody's stabilized net cash flow is $12.8 million, compared to
$13.2 million at securitization.  Moody's loan to value ratio is
76.0%, compared to 70.1% at securitization, resulting in the
downgrade of all Classes.

URS CORP: Wins Military Construction Management & Designs Pact
URS Corporation (NYSE:URS), as the managing partner of a joint
venture with Louis Berger Group, Inc., has been awarded an
indefinite delivery/indefinite quantity contract with the U.S.
Army Corps of Engineers, Gulf Region District, to provide
construction management and design services for military
construction, infrastructure rehabilitation and reconstruction
projects in Iraq.

Under the terms of the contract, as the Army Corps of Engineers
issues specific task orders, the joint venture will provide
construction management and design services for facilities and
infrastructure projects. The contract, which includes a one-year
base period and four additional one-year option periods, has a
maximum value to the joint venture of $300 million for the
one-year base period and $1.2 billion over the full five years
assuming all option years are exercised.

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

                         *     *     *

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

Moody's has upgraded these ratings:

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

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

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

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

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

   * Senior Implied, upgraded to Ba2 from Ba3;

   * Senior Unsecured Issuer, upgraded to Ba3 from B1;

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

The ratings upgrade:

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

   (2) strong operating performance; and

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

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

   (1) a stable customer base;

   (2) recurring revenues;

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

   (4) expected increases in defense and homeland security

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

US AIRWAYS: Moody's Assigns Junk Rating on Five Cert. Classes
Moody's Investors Service downgraded its ratings of selected
Enhanced Equipment Trust Certificates -- EETC's -- supported by
payments from US Airways, Inc.  The rating outlook for these
securities remains negative.

Ratings actions include:

   Ratings downgraded:

      * Series 1998-1

          -- Class A: to Ba2 from Ba1
          -- Class B: to Caa1 from B3
          -- Class C: to C from Caa2

      * Series 1999-1

          -- Class B: to Caa1 from B3
          -- Class C: to C from Ca

      * Series 2000-3

          -- Class C: to C from Caa2

      * Series 2001-1

          -- Class C: to C from Caa3

   Ratings confirmed:

      * Series 1999-1

          -- Class A: Confirmed at Ba2

The Aaa ratings for certain of the company's Enhanced Equipment
Trust Certificates that are based on the support of insurance
policies issued by monoline insurance companies are unaffected by
this rating action.

The rating downgrades reflect the company's September 12th filing
under Chapter 11 of the US Bankruptcy Code and the increasing
potential for losses for EETC holders.  The rating agency noted
that each of the transactions is supported by a liquidity facility
that is designed to service interest payments for a period of 18,
and benefits from a perfected security interest in underlying
aircraft.  Nevertheless, potential exists for a renegotiation of
debt and lease payments under the related transactions and/or for
the rejection of debt obligations associated with some or all of
the aircraft collateralizing the Certificates, which could lead to
losses for investors.  The rating actions primarily affect the
most junior tranches of the EETC's which Moody's believes are most
likely to incur losses.

The September 12th filing is the second in 25 months for the
company.  In the first reorganization, debt and lease payments on
some of the aircraft in the 1998 and 1999 transactions were
rejected and those aircraft were delivered to debt holders for
liquidation, with proceeds applied to reduce the outstanding
balances under the transactions.  However, debt and lease payments
on the remaining aircraft collateralizing those transactions and
all of the aircraft collateralizing other rated transactions were
affirmed and payments continued throughout that bankruptcy process
and after the company emerged from bankruptcy on March 31, 2003.

With the second bankruptcy filing, US Airways will again have the
opportunity to affirm or reject aircraft debt or lease payments or
could seek to renegotiate payment terms with creditors.  Although
Moody's estimates that current debt and lease payments are
reasonably close to current market rates, it is likely that US
Airways will take the opportunity presented by the bankruptcy
process to renegotiate payment terms.  The ratings actions
recognize that this course of action could result in junior debt
tranches experiencing shortfalls in the ultimate payment of
principal amounts due.  Although the ratings adjustments reflect
increased risk for some senior classes of debt, Moody's expects
that these debt holders will ultimately receive full principal
repayment due to the moderate loan to value ratios of the senior

Supporting the ratings are firming values for the aircraft types
collateralizing the transactions, the relatively young age of the
aircraft and US Airways' need for the assets if it continues to
implement its current business plan.  All of the aircraft
collateralizing the transactions are Airbus models and include
A320 family (A319, A320 and A321) and A330 aircraft.  The A320
family aircraft are used in domestic service and the larger,
longer range A330's are used in the company's international

While it is possible that US Airways could decide to reduce the
number of aircraft in its fleet or the number of fleet types, such
an action, relatively easy during the last bankruptcy process,
would be more difficult at this time.  This is particularly the
case if the company wishes to continue to execute its current
business plan.  A reduction of a few aircraft is possible but a
large rejection of aircraft will leave the company without the
capacity it needs to execute the plan.  US Airways could reduce
the number of fleet types it operates by exiting its international
routes and eliminating its A330 fleet.  However, Moody's notes
that yields remain much stronger internationally than in the
domestic network and revenue from the company's international
segment is reported to be ahead of its operating plan while
domestic revenue is behind plan.

Full affirmation of debt and lease obligations and a clear and
rapid progress toward emergence from bankruptcy protection could
result in the stabilization of the outlook.  Further ratings
downgrades could occur if liquidity facilities do not fund
interest payments when due, debt and/or lease payments are
renegotiated such that debt holders suffer unexpectedly large
losses, and/or meaningful progress toward a decision regarding
affirmation or rejection of debt and lease payments is not

The ratings would also come under pressure should large numbers of
aircraft become available as a result of decisions on the part of
US Airways to substantially reduce its fleet size or to liquidate
rather than reorganize.

Moody's will monitor the progress of US Airway's reorganization
and the implications for EETC holders, but stated that if
insufficient information is available to monitor the status of
EETC transactions it will withdraw the ratings.

US Airways Group, Inc. and its primary operating subsidiary, US
Airways, Inc. are headquartered in Arlington, Virginia.

US AIRWAYS: Fitch Says 2nd Bankruptcy Raises U.S. Airport Concerns
US Airways, Inc.'s filing on Sept. 12, 2004 for protection from
creditors under Chapter 11 of the U.S. Bankruptcy Code, its second
such action in just over two years, poses minor immediate concerns
to domestic airports as the airline stated it intends to maintain
its current schedule. However, the airline's precarious financial
position, lack of an identified source for ongoing financing, and
the current economic status of the domestic airline industry in
general, present the airline with several significant obstacles to
a successful reorganization through the bankruptcy process.

Fitch rates all three airports that serve as the airline's central
domestic hubs:

   -- Charlotte-Douglas International Airport (City of Charlotte,
      N.C. general airport revenue bonds rated 'A' by Fitch);

   -- Philadelphia International Airport (City of Philadelphia
      GARBs rated 'A' by Fitch),

   -- and Pittsburgh International Airport (Allegheny County
      Airport Authority GARBs rated 'BBB' by Fitch, on Rating
      Watch Negative).

US Airways also maintains a significant presence at:

   -- New York's LaGuardia Airport (Port Authority of New York and
      New Jersey, consolidated revenue bonds rated 'AA-'
      by Fitch);

   -- Boston-Logan International Airport (Massachusetts Port
      Authority Revenue Bonds rated 'AA-' by Fitch); and

   -- Washington-Regan National Airport (Metropolitan Washington
      Airports Authority, GARBs rated 'AA-' by Fitch)

While the initial phases of the bankruptcy process generally pose
minimal credit concerns as the debtor maintains its operations in
an effort to reorganize, operational decisions made by the debtor
during the course of the proceedings may raise credit concerns for
individual airports. The greatest risk to airports in the current
case is the potential suspension of service and eventual
liquidation of US Airways. In this event, the bankruptcy court
would oversee the dispersal of US Airways assets, possibly
including its rights under the various use and lease agreements
for gates at these and other airports. As a result, all six
airports may be in a position where a significant number of gates
are inactive for a protracted period of time, which could strain
their financial performance.

US Airways maintains a dominant position at both CLT and PIT,
reflecting their role as central connecting hubs in the US Airways
network. At PIT, US Airways and its affiliates accounted for 81.2%
of total enplanements in 2003. US Airways had previously announced
its intention to substantially reduce its presence at PIT, thus
management has undertaken significant planning to prepare for such
an eventuality. Furthermore, other carriers recently initiated
additional service, including United Airlines to Denver and
Northwest Airlines with flights to Memphis. In addition, the
Commonwealth of Pennsylvania passed legislation providing the
airport with approximately $15 million of gaming revenues annually
to offset approximately 25% of the airport's annual debt service
costs. Thus, while PIT faces significant challenges related to US
Airway's actions, Fitch believes it is better prepared to handle
these changes than it was at the time of US Airways first
bankruptcy filing in August 2002.

At CHT, US Airways and its affiliates accounted for 90% of total
enplanements in 2003. Like PIT, connecting traffic at CHT
accounted for approximately 75% of total enplanements in 2003 (at
PIT, connecting traffic represented 60%). Should US Airways
liquidate, Fitch believes it is highly unlikely another airline
would establish a connecting hub at CHT, at least in the short to
medium term. However, Fitch does expect other carriers to enter
the market to serve origination and destination traffic,
particularly as CHT has been plagued by high airfares and features
a significant business community led by the headquarters of Bank
of America Corp. and Wachovia Corp. Still, with overall
enplanements likely to decline substantially, the cost of airport
operations to the remaining carriers will likely rise from its
2003 level of $2.15 to perhaps as much as $7.00, based on
estimates provided by the airport. The airport held $182 million
in unrestricted cash and equivalents at the end of fiscal 2003,
which should buffer its financial operations should US Airways
cease service at CHT. As CHT would be affected the most by a
liquidation of US Airways, Fitch plans to contact management and
provide additional comments in the near future.

While US Airways is the leading carrier at PHL as well, its share
of the market was only 68% in 2003. Furthermore, connecting
traffic accounted for just 34% of total enplanements, thus overall
traffic should decline by a smaller proportion at PHL, compared
with PIT and CHT in the event US Airways ceases operations. As
Southwest entered the market earlier this year and is already
facing constraints due to its limited number of gates, the airline
would likely be interested in some of US Airways facilities should
they become available. Fitch believes other carriers would follow
the lead of Frontier Airlines and AirTran Airways, which also
entered the PHL market this year and increase service in this
attractive market, partially offsetting the financial impact of a
potential loss of US Airways.

US Airways facilities at LGA, BOS, and DCA, along with its east
coast shuttle operations, are perhaps among its most valuable
assets. As a result, Fitch believes these airports would likely be
the quickest to recover should US Airways be forced into
liquidation. However, as with the other airports, the pace of such
a recovery will be influenced by the ability of other carriers,
most of which are experiencing financial difficulties of their
own, to make such investments, redistribute aircraft, and allocate
appropriate staff to incorporate additional service into their
existing operations.

Fitch plans to closely follow developments at US Airways and make
comments as appropriate as the airline moves through the Chapter
11 process. While the airports mentioned above are the most
visibly affected by the status of US Airways, the potential shut-
down of the carrier may have ramifications for airports with
little service from that airline should other carriers redesign
their schedules to capture the traffic currently served by US
Airways in the business-oriented markets of the Northeast.

Fitch notes that its recent studies on municipal default rates
indicate that there has never been a default on a GARB issued by a
major domestic commercial airport. Furthermore, while there may
have been slight degradation in airport credit quality, airport
credit ratings remained firmly in the investment-grade stratum
after the earlier liquidations of Eastern Airlines, Pan American
World Airways, and Braniff International Airlines. At this time,
Fitch continues to believe that the possibility of a default on a
GARB issued by a major commercial airport remains remote.

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: Vacations Says It's Business as Usual During Reorg.
US Airways Vacations(R) will continue business as usual during US
Airways' reorganization initiatives announced Sunday,
Sept. 12, 2004.  US Airways Vacations, operated by The Mark Travel
Corporation, is not a part of US Airways' filing for Chapter 11
protection under the U.S. Bankruptcy Code.

All US Airways Vacations reservations will be honored as usual,
and all regular refund and exchange policies apply.  US Airways'
customer programs, such as Dividend Miles, remain unaffected and
US Airways Vacations passengers will continue to accrue miles on
the air portion of their vacation packages.

US Airways Vacations' commitment to excellent customer service
remains our priority.  Travelers will notice no changes to US
Airways' flight operations or customer service programs.

"We are fully supportive of US Airways' plans to reorganize," said
Kris Potter, vice president and general manager of US Airways
Vacations.  "This is a positive step to returning the airline to
profitability and ensuring their future.  We have maintained a
strong marketing relationship with US Airways for the past 11
years, and we look forward to providing memorable vacations
together for many years to come."

The Mark Travel Corporation (TMTC), an industry leader, is
comprised of 16 nationally recognized vacation companies including
leading airlines and hotels.  TMTC is affiliated with:

   * United States Tour Operators Association (USTOA);

   * $1 Million Consumer Plan American Society of Travel Agents

   * ASTA's Tour Operators Program (TOP);

   * Travel Industry Association of America (TIA).

"TMTC is fully committed to US Airways Vacations and will continue
to provide the best possible vacation experience to our
customers," Potter added.

For the past several months, US Airways has pursued their
Transformation Plan to position the company for a successful
future.  Efforts include offering better service, more flights and
low fares.

   -- US Airways continues to expand GoFares, which provide lower,
      simpler fares without compromising amenities like seat
      assignments, first class cabins and airport clubs.

   -- Enhancements to as well as airport technology
      improvements will make traveling even easier.

   -- Strong positions in Boston, Charlotte, New York,
      Philadelphia, and Washington D.C., allow US Airways to offer
      even more service to popular business and leisure
      destinations, and with its new international gateway in Fort
      Lauderdale, the airline's Caribbean and Latin America
      expansion continues -- offering even more choices for

Further information about the reorganization can be obtained by
visiting US Airways' dedicated restructuring web site at

US Airways Vacations offers complete vacation packages to more
than 90 destinations throughout the Caribbean, Latin America, the
United States, and Europe.  For more information or to make
reservations, travelers can contact their travel consultant, call
US Airways Vacations at 1-800-352-8747 or visit US Airways Vacations is operated by The  
Mark Travel Corporation.  Through this relationship, US Airways
Vacations is a member of United States Tour Operator Association's
Traveler's Assistance Program and the American Society of Travel

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 LEC: Moody's Assigns Junk Senior Implied & Issuer Ratings
Moody's Investors Service assigned a B3 rating for the proposed
$150 million senior secured (second-priority lien) notes due 2009
of US LEC Corporation, as outlined below.  This is the first time
that Moody's has rated US LEC.  The ratings broadly reflect the
substantial business risk of the CLEC sector in which US LEC
operates and the company's limited track record in generating
meaningful free cash flow to date offset somewhat by comparatively
moderate financial risk.  The rating outlook is stable.

US LEC Corp.:

   * Senior Implied Rating -- Caa1

   * $150 million Second-Priority Senior Secured Floating Rate
     Notes due 2009 -- B3

   * Issuer Rating -- Caa2

   * Speculative Grade Liquidity Rating -- SGL-3

The ratings reflect US LEC's position as a competitive local
exchange carrier -- CLEC.  The company's expansion strategy
depends on taking market share from larger and better capitalized
regional Bell operating companies (e.g. BellSouth), inter-exchange
carriers such as AT&T, and other CLECs.  Moody's believes that the
highly competitive environment in which US LEC operates limits the
company's pricing power.  A positive factor supporting the rating
is US LEC's switch-based, leased-transport strategy, which
conserves scarce capital resources and facilitates demand-driven
capital spending, thereby minimizing the risk that US LEC could be
left stranded with underutilized assets.  Other positive factors
supporting the ratings include:

   * the company's extension of its debt maturity profile and
     alleviating its intermediate-term debt amortizations (i.e.
     pro forma for the proposed note issuance),

   * relatively low total leverage (3.1x TTM at Q2'04, as
   * consistent revenue growth, and

   * improving operating metrics and high customer loyalty
     demonstrated by low monthly customer churn (approximately
     0.7% per month and trending downwards).

We anticipate the company to be essentially cash flow neutral for
the next year or two before improving to material cash flow

The B3 rating on the senior secured notes is notched up with
respect to the Caa1 senior implied rating reflecting their
superior position within the capital structure given their second-
priority claims on effectively all the company's assets with a
possible first-priority lien facility limited to only $10 million.  
The positive notching also considers the meaningful amount of
"junior capital" in the pro forma capital structure in the form of
$253 million of mandatorily convertible preferred PIK stock
subject to mandatory redemption in 2010, which Moody's considers
to have debt-like characteristics.

The stable rating outlook reflects Moody's expectation that the
company should realize adequate revenue growth over the next
several years, despite facing challenges reducing network costs in
light of the current regulatory environment.  Free cash flow
generation will depend largely on careful network cost, overhead
expense, and capital investment management.

Stronger than expected competitive pressures, resulting in pricing
erosion, could pressure the ratings and be a cause for a negative
rating outlook, although much of this risk is effectively factored
into the current ratings.  Additionally, if the company's
preferred stock were to be refinanced with debt pari passu to the
senior secured notes, Moody's would not anticipate a change to the
senior implied rating, though the senior secured notes rating
could come down to that of the senior implied rating.  If US LEC
were to exceed expectations with respect to free cash flow
generation, in particular, the outlook could improve to positive,
indicating a possible ratings upgrade over time as business
fundamentals improve.  Also, if the company were to redeem the
preferred stock with common equity, the senior implied rating
could rise reflecting the company's debt being almost entirely
comprised by the senior notes.  If the company were to employ
subordinated debt, Moody's would not anticipate any impact on the
senior implied rating.

US LEC's SGL-3 rating reflects the company's "adequate" liquidity
profile as projected for the next twelve months.  Pro forma for
the note issuance, Moody's expects US LEC's liquidity to
approximate $80 million, comprised mostly of cash balances and
operating cash flow.  Moody's also notes that the company's
capital expenditures are largely discretionary thereby providing
the company with additional cash conservation flexibility in a
distress situation.  While US LEC's cash balances and operating
cash flows provide the company with adequate liquidity, the
absence of a bank credit facility and material non-core saleable
assets, impede flexibility.  Subsequent to the issuance of the
notes, US LEC's assets will be largely encumbered.

US LEC's conservative capital structure has allowed it to pursue
its business strategy while many of the company's over-leveraged
CLEC competitors were forced into Chapter 11 bankruptcy
proceedings.  However, many of the market challenges faced by the
CLECs several years ago persist today.  Though the U.S. economy
has improved in the past two years, demand for telecom services is
generally more closely aligned with job growth, which has been
weak. Additionally, recent regulatory changes with respect to UNE-
P have no direct impact on US LEC as the company does not deploy
UNE-P.  However, such regulatory changes will likely impede the
company's ability to negotiate favorable special access or UNE-L
rates (i.e. cut network costs).

US LEC, headquartered in Charlotte, North Carolina, is a
competitive local exchange telecom carrier and generated
approximately $336 million in revenues in TTM ended June 30, 2004.

WASTECORP.: Disclosure Statement Hearing Adjourned to September 28
Wastecorp. International Investments, Inc., (TSX Venture: Stock
Symbol "WII"), reported that the U.S. Bankruptcy Court for the
District of New Jersey has adjourned the hearing on its
preliminary disclosure statement to September 28, 2004, at
2:00 p.m.

On May 12, 2004, Wastecorp. filed a preliminary disclosure
statement to explain its chapter 11 plan.  ITT Industries, Inc.,
the Company's largest creditor, raised various objections.

The Company has the exclusive right to solicit acceptances of its
plan from creditors through September 28, 2004.

Headquarted in Glen Rock, New Jersey, Wastecorp. Inc. -- -- is a waste management company  
specializing in wastewater sewage treatment with its Wastecorp.
Marlow Plunger Pump line, medical waste disposal, with its
reusable sharps container program and plastic and scrap tire
recycling division.  On April 7, 2003, Wastecorp. International
Investments Inc., together with its subsidiary, Wastecorp. Inc.,
filed voluntary Chapter 11 petitions in the United States,
Bankruptcy Court for the District of New Jersey.  Wastecorp. Is
represented in Canada by the law firm of Borden, Ladner, Gervais,
and in the United States by lawyers at Cole, Schotz, Meisel,
Forman & Leonard.

WEST OWENS MANAGEMENT GROUP: Voluntary Chapter 11 Case Summary
Debtor: West Owens Management Group, LLC
        aka West Owens Management, LLC
        2440 Legacy Island Circle
        Henderson, Nevada 89074

Bankruptcy Case No.: 04-19690

Chapter 11 Petition Date: September 13, 2004

Court: District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Michael J. Dawson, Esq.
                  515 South Third Street
                  Las Vegas, Nevada 89101
                  Tel: (702) 384-1777

Total Assets: $1,500,000

Total Debts: $1,092,579

The Debtor does not have any unsecured creditors.

* GDI Global Data Providing Services for Distressed Situations
GDI Global Data Inc. (NEX:GDT.H) completed a significant phase of
its repositioning as a small cap merchant bank providing financial
advisory services and funding for distressed/turnaround

The repositioning involves the following key elements:

   -- securing a C$1.0 million credit facility with Saturn Capital
      Corporation and private investors to fund investments in
      distressed businesses requiring investment capital and
      management resources;

   -- settling its litigation with Octagon Capital Corporation
      whereby Global Data has issued 600,000 common shares to
      Octagon, subject to a four month statutory hold period, and
      the payment of $9,765;

   -- completing a $10,000 private placement with Northern
      Securities, Inc., consisting of 133,333 units at $0.075 per
      unit, with each unit consisting of one common share and one
      warrant exercisable until August 25, 2005 at $0.10 per
      share; and

   -- the issuance of 333,333 common shares to Northern at an
      issue price of $0.09 per common share subject to a four-
      month hold period in consideration for financial advisory
      services provided to Global Data.

"With our litigation with Octagon now resolved, we now have no
remaining material continent liabilities outstanding and are
therefore well positioned to dedicate resources towards providing
financial advisory services and investment capital to distressed
companies that are experiencing daunting but manageable problems
such as operational turnarounds, bankruptcy or liquidity
deficiencies," said Lawrence E. Davis, Chief Executive Officer.  
"By using a public company as the investment vehicle, we are able
to provide owners of distressed businesses with the opportunity to
have shares of a publicly listed company as consideration in a
turnaround transaction and thereby participate in the recovery of
the business situation. We are also able to offer investors with a
unique vehicle to invest in a public company targeting turnaround
situations, not typically available to retail investors," added


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

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 Go 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-
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for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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