TCR_Public/040917.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Friday, September 17, 2004, Vol. 8, No. 200

                           Headlines

AIR CANADA: Expands Web Check-In for all Flights Canada-Wide
AJAY SPORTS: Filing Delinquent Form-10Qs & Form-10Ks with SEC
ANTHRACITE I: Fitch Assigns BB Rating to $43.853M Class F Notes
ANTHRACITE CDO II: Fitch Assigns BB Rating to $10M Class G Notes
ARMOR HOLDINGS: Wins $135 Million Up-Armored HMMWV Contract

ASSET BACKED: Fitch Shaves Class B Ratings to BB from BBB
B&G FOODS: Launches Cash Tender Offer & Consent Solicitation
BELL CANADA: Employees Outraged Over Plans to Outsource 300 Jobs
BIB HOLDINGS: Plans to Pay Dividend as Part of Restructuring
CAMELBACK CASTLE: Voluntary Chapter 11 Case Summary

CHASE COMMERCIAL: Fitch Puts Low-B Ratings on Five Cert. Classes
COVANTA ENERGY: Asks Court to Approve Solicitation Procedures
DORSEY TRAILER: Case Summary & 19 Largest Unsecured Creditors
DUCANE GAS: Court Confirms Plan of Reorganization
DURA AUTOMOTIVE: S&P Assigns BB- Corporate Credit Rating

E*TRADE FINANCIAL: Reports Monthly Activity for August 2004
EES COKE: S&P Raises Rating on $75M Senior Secured Notes to BB
ENTERPRISE MANUFACTURING INC: Voluntary Chapter 11 Case Summary
EXIDE TECH: Phillip Martineau Buys 5,000 Shares of Common Stock
FAIRPOINT: Extends Tender Offer & Consent Solicitation to Oct. 20

FINOVA: Wants Court to Nix Nova & Bustamante's $11 Million Claim
FIRST FRANKLIN: Fitch Assigns BB+ Rating on $18.75M Cert. Class
FISHER COMMS: Prices $150 Million Senior Debt Private Placement
FOSTER WHEELER: Declares Recalculated Interest Rate for New Notes
GOOD SAMARITAN: Losses Prompt S&P to Shave Debt Rating to BB+

HACIENDA DEL SOL: Voluntary Chapter 11 Case Summary
HOLLINGER INC: 2003 Financial Statements Still Unaudited
HOLLINGER INC: Court Postpones Shareholder Meeting to Sept. 30
HOLLINGER: Look for Investigation Guidelines in the Coming Weeks
HOMESTEADS: Wants Jacobs Partners as Bankruptcy Counsel

HOST MARRIOTT: S&P Assigns B+ Rating on $575 Mil. Credit Facility
IMMUNE RESPONSE: Presents New Phase II Clinical Data on REMUNE(R)
IMPERIAL SCHRADE: Creditors Must File Proofs of Claim by Jan. 17
INDYMAC ABS: Fitch Junks Two Classes & Puts B Rating on Class BV
INFOUSA INC: Launching SecureUSA for Law Enforcement Agencies

INTERPOOL INC: Fitch Places B Rating on $150 Mil. Unsecured Notes
JP MORGAN: Fitch Assigns Low-B Ratings to Six Certificate Classes
KAISER: Inks $15.4 Million Exit Strategy Contract with TRC
LEBO CORPORATION: Case Summary & 20 Largest Unsecured Creditors
LTC COMMERCIAL: S&P Affirms Junk Rating on Class F Certificates

LTC COMMERCIAL: S&P Raises Class F Rating One Notch to B+
M-FOODS HOLDINGS: Moody's Junks $100 Million Senior Discount Notes
MANEX ENTERTAINMENT: Involuntary Chapter 11 Case Summary
MARINER: MHG Asks Court to Disallow Dorothy Dean's $1M Claim
MED DIVERSIFIED: Court Confirms Second Amended Plan of Liquidation

MEDIACOM LLC: Moody's Reviewing Low-B Ratings & May Downgrade
MIRANT CORP: Court Approves Expanding Scope of PwC's Duties
MORGAN STANLEY: Fitch Places Low-B Ratings on Six Cert. Classes
MULTIFAMILY CAPITAL: Fitch Puts BB Rating on $3.6M Class D Notes
NATIONAL CENTURY: Has Until November 30 to Object to 131 Claims

NEXPAK CORP.: Committee Wants Fulbright & Jaworski as Counsel
NORTEL NETWORKS: Terminations Prompts Moody's to Review B3 Rating
NYLIM STRATFORD: Fitch Junks $16 Million Preference Shares
PACIFIC GAS: Settles Energy Services Ventures' Claims
PACIFICARE HEALTH: Fitch Affirms Double-B Debt Ratings

PARMALAT USA: Farmland Gets Court Okay to Sell Alabama Subsidiary
PARMALAT USA: Farmland Gets Court Okay to Hire Two Executives
PENOBSCOT FROZEN: Voluntary Chapter 7 Case Summary
POTLATCH CORP: Names Robert DeVleming as Acting CPD Vice President
RC2 CORP: Moody's Assigns Ba3 Rating to $185M Credit Facilities

RCN CORP: Employs Spencer Stuart to Search for New CEO
RISING SUN PROPERTIES LLC: Voluntary Chapter 11 Case Summary
RIVERSIDE FOREST: Tells Shareholders Again to Ignore Tolko Bid
SCHLOTZSKY'S: Wants Ordinary Course Professionals to Continue
TEKNI-PLEX: Says Unmet Covenants Trigger Default on Bank Loans

TENET HEALTHCARE: Hooper Lundy Advises Doctors' Group in Purchase
UAL CORP: Wants Court OK to Restructure 14 Aircraft Finance Deals
UAL CORP: Objects to Indianapolis Airport's Administrative Claims
UNIVERSAL ACCESS: Section 341(a) Meeting Slated for Sept. 30
UNIVERSAL ACCESS: Needs Until Oct. 4 to File Schedules

US LEC: S&P Assigns B- Corporate Credit Rating & Negative Outlook
VERTIS INC: Terminates Leveraged Leases in 5 Austrian Properties
VOEGELE: U.S. Trustee Names 7-Member Creditors' Committee

* BOOK REVIEW: Small Business in American Life

                           *********


AIR CANADA: Expands Web Check-In for all Flights Canada-Wide
------------------------------------------------------------
With the expansion of Air Canada's online check-in service for all
flights Canada wide, the carrier has made checking-in for flights
even easier.  Effective immediately, Air Canada customers
travelling on all domestic flights from coast to coast, with or
without baggage, can check-in and print boarding passes from the
convenience of their home or office by simply visiting
http://www.aircanada.com/

Air Canada recently became the first Canadian air carrier to
introduce this time saving feature for air travellers.  By simply
logging on to http://www.aircanada.com/,Air Canada customers are  
able to enter their Aeroplan number or credit card used to
purchase the ticket, select their seats and print out their
boarding card -- all before arriving at the airport.  Eligible
ticket holders may also standby for an earlier flight and request
upgrades to Executive Class.  Web check-in is available within 12
hours, and up to at least one hour, before a flight to give enough
time for customers to arrive at the airport, proceed directly to
security screening or the express baggage check-in counter and
make their way to the departure gate.

"With the expansion of web check-in for all our domestic Canada
customers, Air Canada is continuing to use technology to enhance
our customers' experience by simplifying air travel and saving
valuable time," said Steve Smith, Senior Vice President, Customer
Experience.  "Since becoming the first Canadian airline to provide
web check-in, we are focused on continuing to lead the industry
with customer-driven innovations that make air travel simple."

The introduction of web check-in follows other recent innovations
by Air Canada that enhance air travellers' experience by putting
more control in customers' hands through automation.  Over the
past year, the carrier became the first full service airline in
North America to introduce everyday low, simplified online fares
across its Canada and U.S. network.  Since then, it has launched a
discounted Latitude Pass that provides customers with savings and
flexibility to self manage frequent air travel using pre-purchased
credits in a personalized online Flight Wallet.

Air Canada is also the only airline in Canada to provide Internet
self-service podiums at select major airports across Canada.  With
free access to http://www.aircanada.com/,the podiums offer  
customers easy access to make bookings, change itineraries and
select a growing array of Air Canada's self service products.  
Since pioneering in 1998 the convenience of Express Check-in
Kiosks in Canada, Air Canada's popular self-service check-in
kiosks have grown to number more than 160 in major airports across
Canada and at New York's LaGuardia airport, and they will continue
to be enhanced with more time saving features that meet customers'
needs.

Air Canada has long been the industry leader in using technology
to simplify travel.  The carrier launched electronic ticketing in
December 1995, becoming the first Canadian carrier to offer
customers the convenience of 'ticketless travel.'  In June 2000,
Air Canada and its Star Alliance partner, United Airlines,
introduced the airline industry's first true interline electronic
ticketing service, making it possible for customers to use a
single electronic ticket for travel on more than one airline.

Headquartered in Saint-Laurent, Quebec Canada, Air Canada --
http://www.aircanada.ca/-- represents Canada's only major  
domestic and international network airline, providing scheduled
and charter air transportation for passengers and cargo.  The
Company filed for CCAA protection on April 1, 2003 (Ontario
Superior Court of Justice, Case No. 03-4932) and filed a Section
304 petition in the U.S. Bankruptcy Court for the Southern
District of New York (Case No. 03-11971). Sean F. Dunphy, Esq.,
and Ashley John Taylor, Esq., at Stikeman Elliott LLP, in Toronto,
serve as Canadian Counsel to the carrier. Matthew A. Feldman,
Esq., and Elizabeth Crispino, Esq., at Willkie Farr & Gallagher
serve as the Debtors' U.S. Counsel.  When the Debtors filed for
protection from its creditors, they listed C$7,816,000,000 in
assets and C$9,704,000,000 in liabilities.


AJAY SPORTS: Filing Delinquent Form-10Qs & Form-10Ks with SEC
-------------------------------------------------------------
Ajay Sports, Inc., (Pink Sheets:AJAY) plans to file all past due
10Qs and 10Ks required for years 2001, 2002, 2003 and year to date
2004.

Brian T. Donnelly, President & COO, stated, "Ajay's new management
team instructed its auditors to complete required audits for
2001 through 2003.  We are clearly focused on providing
shareholders with ongoing, accurate and timely reporting of Ajay's
overall financial and operational performance.  Management will
focus on restructuring the company to improve the bottom line and
profitably grow Ajay's remaining assets with an emphasis on its
ownership in Pro Golf International."

Continuing, Mr. Donnelly commented, "Scheduled reporting dates
which Ajay has targeted include 10/31/04, 11/15/04, 12/01/04 and
12/31/04."

                        About the Company

Ajay Sports, Inc., which owns Pro Golf International, Inc.,
operates Pro Golf of America, Inc., the largest retail chain of
franchised golf stores in the world, and ProGolf.com, Inc.,
licensee for the e-commerce business of Pro Golf of America, Inc.,
whose website is http://www.progolf.com/

                         *     *     *

In its latest Form 10-Q for the quarterly period ended
March 31, 2001, filed with the Securities and Exchange Commission,
Ajay Sports reported a $182,000 net loss on $575,000 of net sales.

At March 31, 2001, the Company's continuing operations had working
capital of $411,000 as compared to $34,000 at December 31, 2000,
which does not include the operations being discontinued and sold.  
The ratio of current assets to current liabilities at
March 31, 2001 was 1.15, as compared to 1.01 as of Dec. 31, 2000.

During late 1999 and into 2000, the Company took action to reduce
operating costs by reducing its work force and cutting certain
other selling and administrative expenses.  The Company also
closed its Mexicali, Mexico facility during June 2000.  On
June 1, 2000, the Company adopted a strategic plan calling for the
liquidation of its Delavan, Wisconsin operations (Ajay Leisure
Products, Inc., Palm Springs Golf Inc., and Prestige Golf Inc.)
and the sale of its Baxter, Tennessee operation (Leisure Life,
Inc.).  The Company completed the closing of the Wisconsin
facility on August 31, 2000. The Company has been attempting to
sell Leisure Life, Inc.  Wells has extended its loan facility and
forbearance agreement through July 13, 2001, while it is reviewing
the our proposal for a longer extension to permit Leisure Life,
Inc. to be sold, or, in the alternative, to liquidate its
remaining inventory for full value.

It is expected that most, if not all, of the proceeds from the
discontinuance and/or sale of these operations will be used to pay
the Company's secured creditors.

Due to the continued losses of certain of the Company's
operating subsidiaries, management adopted a formal plan of
liquidation and sale of its Delavan, Wisconsin operations (Ajay
Leisure Products, Inc., Palm Springs Golf Inc., and Prestige Golf
Inc.) and the sale of its Baxter, Tennessee operation (Leisure
Life, Inc.).  Activities for these operations were reported as  
"discontinued operations" in the March 31, 2001 and 2000
(restated) Statement of Operations.


ANTHRACITE I: Fitch Assigns BB Rating to $43.853M Class F Notes
---------------------------------------------------------------
Fitch Ratings affirms all of the rated notes issued by Anthracite
I CDO Ltd.  The affirmation of these notes is a result of Fitch's
annual rating review process.  These rating actions are effective
immediately:

   -- $213,924,026 class A floating-rate notes affirmed at 'AAA';
   -- $22,000,000 class B fixed-rate notes affirmed at 'AA';
   -- $24,433,000 class B floating-rate notes affirmed at 'AA';
   -- $29,331,000 class C fixed-rate notes affirmed at 'A-';
   -- $30,000,000 class C floating-rate notes affirmed at 'A-';
   -- $16,000,000 class D fixed-rate notes affirmed at 'BBB';
   -- $14,955,000 class D floating-rate notes affirmed at 'BBB';
   -- $20,506,000 class E fixed-rate notes affirmed at 'BBB-';
   -- $4,000,000 class E floating-rate notes affirmed at 'BBB-';
   -- $43,853,000 class F fixed-rate notes affirmed at 'BB'.

Anthracite I is a collateralized debt obligation -- CDO -- that
closed May 29, 2002, supported by a static pool of commercial
mortgage-backed securities (CMBS; 73.0%) and senior unsecured real
estate investment trust (REIT; 27.0%) securities.  Fitch has
reviewed the credit quality of the individual assets comprising
the portfolio.

According to the July 22, 2004 trustee report:

      Class         Overcollateralization      Test Levels
      -----         ---------------------      -----------
      Class B                      190.6%           158.0%
      Class C                      155.3%           141.3%
      Class E                      132.2%           127.0%

Anthracite Capital Inc., managed by BlackRock Financial
Management, Inc., selected the initial collateral and serves as
the collateral administrator.  Fitch rates Anthracite Capital,
Inc. 'CAM1' for CDOs collateralized by asset-backed securities.  
Fitch has discussed Anthracite I with Anthracite Capital and will
continue to monitor Anthracite I closely to ensure accurate
ratings.

Based on the stable performance of the underlying collateral and
the OC tests, Fitch affirms all the rated liabilities issued by
Anthracite I.


ANTHRACITE CDO II: Fitch Assigns BB Rating to $10M Class G Notes
----------------------------------------------------------------
Fitch Ratings affirms all of the rated notes issued by Anthracite
CDO II, Limited.  The affirmation of these notes is a result of
Fitch's annual rating review process.  These rating actions are
effective immediately:

   -- $158,339,328 class A floating-rate notes affirmed at 'AAA';
   -- $12,979,000 class B fixed-rate notes affirmed at 'AA';
   -- $31,000,000 class B floating-rate notes affirmed at 'AA';
   -- $42,978,000 class C fixed-rate notes affirmed at 'A-';
   -- $5,000,000 class C floating-rate notes affirmed at 'A-';
   -- $19,991,000 class D fixed-rate notes affirmed at 'BBB';
   -- $10,000,000 class E fixed-rate notes affirmed at 'BBB-';
   -- $12,850,000 class F fixed-rate notes affirmed at 'BBB-'.
   -- $10,000,000 class G fixed-rate notes affirmed at 'BB'.

Anthracite II is a collateralized debt obligation -- CDO -- that
closed Dec. 10, 2002, supported by a static pool of commercial
mortgage-backed securities (CMBS; 81.2%) and senior unsecured real
estate investment trust (REIT; 18.8%) securities.  Fitch has
reviewed the credit quality of the individual assets comprising
the portfolio.

According to the Aug. 20, 2004 trustee report:

      Class         Overcollateralization      Test Levels
      -----         ---------------------      -----------
      Class B                      174.5%            141.7%
      Class C                      141.1%            123.9%
      Class D                      130.6%            119.9%
      Class F                      120.5%            113.2%

Anthracite Capital Inc, managed by BlackRock Financial Management,
Inc., selected the initial collateral and serves as the collateral
administrator.  Anthracite Capital Inc. is rated 'CAM1' for
structured finance collateral management.  Fitch has discussed
Anthracite CDO II with Anthracite Capital and will continue to
monitor Anthracite CDO II closely to ensure accurate ratings.

Based on the stable performance of the underlying collateral and
the OC tests, Fitch has affirmed all the rated liabilities issued
by Anthracite CDO II.


ARMOR HOLDINGS: Wins $135 Million Up-Armored HMMWV Contract
-----------------------------------------------------------
Armor Holdings, Inc. (NYSE: AH) a manufacturer and distributor of
security products and vehicle armor systems, received a $135
million contract award to provide additional M1114 Up-Armored
HMMWVs to the U.S. Army.

Armor Holdings Aerospace & Defense Group has received a
modification to its existing sole source contract supporting the
U.S. Army Tank-Automotive and Armaments Command.  The Company
stated that the new award will provide additional production
levels for the remainder of 2004 in order to achieve desired
production rates of 450 vehicles monthly into 2005.  The contract
will also add vehicles to existing backlog that is scheduled for
delivery in 2005 in order to achieve U.S. Army force protection
objectives in Southwest Asia.

The Company estimates that production representing approximately
$35 million of revenue will be recognized in 2004, which is
incremental to previously announced guidance of $835 to
$865 million, with the balance of the revenue being recognized in
2005.  Work will be performed in the Company's Fairfield, Ohio
facility.

Robert Schiller, President and Chief Operating Officer of Armor
Holdings, Inc., said, "We have met U.S. Army objectives to achieve
production rates of at least 450 vehicles per month and this award
provides funding to produce at that rate earlier than expected.  
We applaud the leadership of the U.S. Army and the Congress for
their commitment to this program and for early supplemental
funding for force protection in the FY05 Defense Bill.  We pledge
our continued commitment to provide this vitally important
equipment to our men and women in uniform."

                  About Armor Holdings, Inc.

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

                         *     *     *

As reported in the Troubled Company Reporter's June 4, 2004
edition, Standard & Poor's Ratings Services revised its outlook
on Armor Holdings, Inc., to positive from stable.  At the same
time, Standard & Poor's affirmed its ratings, including the 'BB'
corporate credit rating, on the security products supplier.

"The outlook revision reflects Armor's improved financial
flexibility from a proposed common stock offering and solid
operating performance," said Standard & Poor's credit analyst
Christopher DeNicolo.


ASSET BACKED: Fitch Shaves Class B Ratings to BB from BBB
---------------------------------------------------------
Fitch Ratings has taken rating actions on the following Asset
Backed Funding Corporation home equity loan transaction:

Asset Backed Funding mortgage loan asset-backed certificates,
series 2001-AQ1:

   -- Class A-6 affirmed at 'AAA';
   -- Class A-7 affirmed at 'AAA';
   -- Class M-1 affirmed at 'AA';
   -- Class M-2 affirmed at 'A';
   -- Class B downgraded to 'BB' from 'BBB'.

The sequential priority of payments for the senior classes has
resulted in the full pay down of the classes A-1 through A-5.  The
deal is currently tripping the delinquency trigger and the
subordinate bonds do not receive any principal distribution.  The
affirmations of the remaining A classes, as well as the M classes
($37,234,841.29 in aggregate), reflect credit enhancement
consistent with future loss expectations.  The downgrade of the B
class ($1,855,058.47 outstanding) reflects the potential negative
impact of the loan performance issues on this most subordinate
bond.

The B class was affirmed at 'BBB' in October 2003.  Since then,
the monthly excess interest has averaged approximately $134,295,
and the monthly losses have averaged $157,272.  This has resulted
in an average monthly reduction of approximately $23,000 to the
available credit support.  In addition, the 90 plus delinquencies
have averaged 24.33% of the current pool balances during this
period.

As of the August 25, 2004 distribution date, the
overcollateralization -- OC -- was $634,222.01, with a target of
$1,167,565.18.  The pool factor (loan principal outstanding as a
percentage of the loan principal at closing) currently stands at
17%.


B&G FOODS: Launches Cash Tender Offer & Consent Solicitation
------------------------------------------------------------
B&G Foods, Inc., a manufacturer and distributor of high-quality,
shelf-stable branded food products, commenced a cash tender offer
and consent solicitation for:

   -- any and all of its $575,000 principal amount outstanding
      9-5/8% senior subordinated notes due 2007, Series B
      (CUSIP No. 055088 AC 2); and

   -- any and all of its $219,425,000 principal amount
      outstanding 9-5/8% senior subordinated notes due 2007,
      Series D (CUSIP No. 055088 AE 8).

The tender offer is conditioned upon, among other things, the
consummation of certain related financing transactions, including
the closing of the contemplated initial public offering of
Enhanced Income Securities by the Company's parent, B&G Foods
Holdings Corp., following the merger of the Company with and into
its parent.

Under the terms of the tender offer, the total consideration to be
paid for validly tendered Notes will be equal to $1,020.43 per
$1,000 principal amount of Notes, plus accrued and unpaid interest
to the date of payment.  The total consideration includes a
consent payment of $30 per $1,000 principal amount of Notes,
payable only to holders who tender their Notes and validly deliver
their consents prior to 5:00 p.m., New York City time, on
October 1, 2004.  Holders who validly tender their Notes after the
Consent Date will receive the total consideration less the consent
payment of $30, or $990.43 per $1,000 principal amount of Notes,
plus accrued and unpaid interest to the date of payment.  The
tender offer will expire at midnight, New York City time, on
October 14, 2004, unless extended or earlier terminated.

In connection with the tender offer, the Company is also seeking
consents to certain proposed amendments to the indentures under
which the Notes were issued.  The purpose of the proposed
amendments is to eliminate certain restrictive covenants contained
in the indentures, thereby affording the Company additional
financial and operational flexibility.  Holders who tender their
Notes will be required to consent to the proposed amendments and
holders may not deliver consents to the proposed amendments
without tendering their Notes in the tender offer.  The proposed
amendments will not become operative unless and until validly
tendered Notes of holders of at least a majority of the aggregate
principal amount outstanding are purchased pursuant to the tender
offer.

Lehman Brothers Inc. will act as Dealer Manager for the tender
offer.  The Information Agent is D.F. King & Co., Inc., and the
Depositary is The Bank of New York.  Persons with questions
regarding the tender offer should contact Lehman Brothers, Inc.,
(Attention: Liability Management Group) at 800-438-3242 or
212-528-7581.  Copies of the tender offer materials may be
obtained from the Information Agent at 800-859-8511 or 212-269-
5550.

                      About B&G Foods, Inc.

B&G Foods and its subsidiaries manufacture, sell and distribute a
diversified portfolio of high-quality, shelf-stable food products
across the U.S., Canada and Puerto Rico.  The Company's products
include Mexican-style sauces, pickles and peppers, hot sauces,
wine vinegar, maple syrup, molasses, fruit spreads, pasta sauces,
beans, spices, salad dressings, marinades, taco kits, salsas and
taco shells.  B&G Foods competes in the retail grocery, food
service, specialty store, private label, club and mass
merchandiser channels of distribution.  Based in Parsippany, New
Jersey, the Company's products are marketed under many recognized
brands, including Ac'cent, B&G, B&M, Brer Rabbit, Emeril's, Joan
of Arc, Las Palmas, Maple Grove Farms of Vermont, Ortega, Polaner,
Red Devil, Regina, San Del, Ac'cent Sa-Son, Trappey's, Underwood,
Up Country Organics, Vermont Maid and Wright's.

                         *     *     *

As reported in the Troubled Company Reporter on May 6, 2004,
Standard & Poor's Ratings Services lowered its corporate credit
and existing senior secured debt ratings on B&G Foods, Inc., to
'B' from 'B+', and lowered its existing subordinated debt ratings
on the company to 'CCC+' from 'B-'.  The downgrade reflects B&G's
more aggressive financial policy following its proposed offering
of $450.8 million in Enhanced Income Securities (EIS), which
consist of common stock and debt.

At the same time, Standard & Poor's assigned its 'BB-' rating and
a recovery rating of '1' to B&G Foods' proposed $30 million senior
secured credit facility.  This facility is rated two notches above
the corporate credit rating; this and the '1' recovery rating
reflect a high expectation of full recovery of principal in a
default or bankruptcy scenario.

Standard & Poor's also assigned its 'B' rating to B&G's proposed
$150 million senior unsecured notes due 2011 and a 'CCC+' rating
to the company's $205 million senior subordinated notes due in
2016.  (This amount includes $180.3 million of senior subordinated
notes, which will be part of the EIS notes, and $25 million of
senior subordinated notes sold in the open market.)

The assignments of the bank loan rating, senior unsecured note
rating, and subordinated note rating are subject to review of
final documentation.  Ratings for B&G's existing $150 million of
senior secured credit facilities and $220 million in senior
subordinated notes will be withdrawn upon closing of the new
securities issuances.

All ratings have been removed from CreditWatch where they were
placed April 19, 2004, following the S-1 filing by B&G Foods
stating that it planned to issue the EIS notes. These notes
comprise $270.4 million of class A common stock and $180.3 million
of senior subordinated notes.  Each EIS security initially
represents one share of class A common stock and one senior
subordinated note with a $6.00 principal amount.  Each EIS will
receive quarterly interest payments on the senior subordinated
notes and quarterly dividend payments on the shares of class A
common stock.

The outlook on the Parsippany, New Jersey-based B&G Foods is
negative.  About $393 million in lease-adjusted total debt is
expected to be outstanding at closing.

"Standard & Poor's believes that the EIS structure exhibits a more
aggressive financial policy," said Standard & Poor's credit
analyst Ronald Neysmith.  "Previously, B&G had not paid a dividend
on its common stock.  As a result of the EIS structure, however,
the company will be distributing roughly 90% of its cash flow,
thereby substantially reducing its financial flexibility."


BELL CANADA: Employees Outraged Over Plans to Outsource 300 Jobs
----------------------------------------------------------------
Members of the Canadian Telecommunications Employees' Association
-- CTEA -- working in Bell Canada's Repair groups learned that the
company will outsource the work to its Business Partners,
affecting hundreds of CTEA members in Ontario and Quebec.

Currently, 40% of the work in the Repair division is outsourced to
external companies.  Now, Bell Canada will proceed to outsource
the rest of the group.

"The CTEA was always proud to represent its members, and our
members were always proud to work for a company like Bell... [Now]
everyone is embarrassed!" says CTEA vice-president Line Brisson.

The repair groups affected include the Consumer market, Small &
Medium Business market and Centrex.  These teams, currently made
up of approximately 410 employees in both provinces, will be
reduced to a personnel of 140.

This will result in the closure of the Repair group in Quebec City
and the company will no longer offer teleworking.

"This is just the beginning," says Brisson. "Bell has already sent
its technicians' work to Entourage, its telephone operators to
Nordia and the company announced that it is sending its Customer
Service Repair Representatives' work to Expertel in Quebec and to
Minacs in Ontario.  Bell is attempting to avoid our demands on pay
equity by sending our members' work to these companies that pay
low wages.  All of this is totally unacceptable."

The CTEA will continue to fight Bell to keep the jobs within the
company.  It will also ensure its members are treated fairly
during the personnel reduction process.

The Company says there will be no impact on its clients,
mentioning that sub-contractors offer an equivalent service to
customers as its employees provide.  The CTEA begs to differ,
believing customers will definitely find a difference in service.

                         About the CTEA

The CTEA is an independent union certified in the 1940's by the
Canadian Labour Relations Board to represent employees of Bell
Canada.  Over the years, the CTEA has been certified as the
bargaining representative for many other groups of employees
working for employers such Comtech, Nexacor, ACMS (Amdocs),
Telebec S.E.C., Yellow Pages Group and Connexim.  The CTEA has
approximately 15,000 members, all employees of Bell Canada, its
subsidiaries and affiliates.

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

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


BIB HOLDINGS: Plans to Pay Dividend as Part of Restructuring
------------------------------------------------------------
BIB Holdings Ltd. (OTCBB: BIBO), plans to pay a dividend of one
share of common stock for every 10 shares held by all shareholders
of record at the close of business on Dec. 31, 2004.  The planned
dividend is a component of the company's planned restructuring
process, which is expected to begin with the company's proposed
acquisition of Incode Corp., later next month.

                        Restructuring Plan

The acquisition of Incode is expected to be the vehicle for the
first stage of BIB's restructuring plans, the key components of
which are:

   (1) the acquisition and development of strategic technologies
       and assets that drive improvement in the relative financial
       strength of BIB;

   (2) the disposition of assets and operating divisions that are
       dilutive to BIB's earnings and overall financial strength;
       and

   (3) the refinancing of BIB's various financing arrangements.

The company's proposed acquisition of Incode and the proposed
spin-off of its existing operating unit is expected to increase
the company's relative working capital position by about $600,000
and decrease the company's total liabilities by about
$3.0 million, which is the equivalent of about $0.015 per common
share.

Gail Binder, chief executive officer of BIB Holdings, said, "We
believe that our planned restructuring is and will be critical to
maximizing the long-term wealth of our shareholders as we reinvent
our business. We are very excited by the proposed Incode
acquisition because it presents our stakeholders with an exciting
mechanism for growth, and we want our existing and new
shareholders to participate in that growth."

                        About Incode Corp.

Incode -- http://www.incodetech.com/-- was founded in 2004 to  
acquire, develop and commercialize innovative and profitable
subscription-based eBusinesses in the online dating, information,
retail, industrial, and financial services sectors.  Incode
recently announced its plans to acquire an industrial services
subscription portal and an online dating service, KissyKat, and to
develop a streaming financial and market information service
called MarketCast in connection with the closing of the proposed
acquisition by BIB.

                     About BIB Holdings Ltd.

BIB Holdings Ltd. -- http://www.msasson.com/designs,  
manufactures, imports, sells and markets branded and nonbranded
apparel.  The company has a showroom in New York, a distribution
center in Pennsylvania and a distribution center in Las Vegas,
within a Foreign Trade Zone.  The company designs, sources and
markets a brand of high-quality apparel under the m.Sasson, Elk
Canyon and New Terrain labels as well as private label.  Product
lines have included underwear, loungewear and outerwear, as well
as accessories such as ties, hats, scarves, gloves, jewelry,
backpacks and small leather goods as well as apparel.  BIB
Holdings Ltd. distributes its clothing via leading retailers
throughout the United States and abroad.

At June 30, 2004, BIB Holdings, Ltd. reports a $2,072,763
stockholders' deficit, compared to a $1,933,002 deficit at
December 31, 2003.


CAMELBACK CASTLE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Camelback Castle Corporation
        5050 East Red Rock Drive
        Phoenix, Arizona 85018

Bankruptcy Case No.: 04-16235

Chapter 11 Petition Date: September 14, 2004

Court: District of Arizona (Phoenix)

Judge: Randolph J. Haines

Debtor's Counsel: Thomas G. Luikens, Esq.
                  Ayers & Brown, P.C.
                  4227 North 32nd Street, 1st Floor
                  Phoenix, AZ 85018-4757
                  Tel: 602-468-5700

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.


CHASE COMMERCIAL: Fitch Puts Low-B Ratings on Five Cert. Classes
----------------------------------------------------------------
Fitch Ratings affirms Chase Commercial Mortgage Securities Corp.,
commercial mortgage pass-through certificates, series 1999-2, as
follows:

   -- $65.2 million class A-1 at 'AAA';
   -- $469.3 million class A-2, at 'AAA';
   -- Interest-only class X at 'AAA';
   -- $41.1 million class B at 'AA';
   -- $37.2 million class C at 'A';
   -- $11.7 million class D at 'A-';
   -- $27.4 million class E at 'BBB';
   -- $11.7 million class F at 'BBB-';
   -- $27.4 million class G at 'BB+';
   -- $7.8 million class H at 'BB';
   -- $6.8 million class I at 'BB-';
   -- $8.8 million class J at 'B+';
   -- $6.8 million class K at 'B';
   -- $5.9 million class L at 'B-'.

$16.4 million class M is not rated by Fitch.

The rating affirmations reflect the transaction's performance and
minimal reduction in the pool's collateral balance since issuance.  
In addition, Fitch removes classes J, K, and L from Rating Watch
Negative.

Interest shortfalls continue to affect the below investment grade
classes I, J, K, and L and are expected to continue for the next
six months.  As of the September 2004 distribution date, the
pool's aggregate collateral balance has been reduced by
approximately 4.8% to $743.6 million from $782.7 million at
issuance.

Wachovia Securities, as master servicer, collected year-end 2003
financials for 86% of the pool.  The YE 2003 comparable weighted
debt service coverage ratio -- DSCR -- was 1.38x, compared with
1.30x at issuance.

Four loans comprising 5% of the pool are currently in special
servicing.  The largest specially serviced loan (2.2%) is secured
by a flex office/warehouse complex located in Englewood, CO and is
currently 90 days delinquent.  The loan was transferred to the
special servicer in October 2003 due to imminent default as a
result of declining occupancy due to a slow market.  The special
servicer and borrower are currently in the process of finalizing
terms of a loan modification.  The next largest loan in special
servicing (2.1%) is a multifamily property located in Austin,
Texas.  The loan is current and pending return to the master
servicer.


COVANTA ENERGY: Asks Court to Approve Solicitation Procedures
-------------------------------------------------------------
Covanta Lake II, Inc., asks the U.S. Bankruptcy Court for the
Southern District Court of New York to:

   (a) approve the record date in connection with the Plan and
       the voting, balloting and solicitation procedures and
       forms of ballots applicable to the Plan;

   (b) establish procedures for voting objections and motions
       for temporary allowance for voting purposes;

   (c) set the deadline for filing objections to confirmation of
       the Plan; and

   (d) approve the proposed form and manner of notice of hearing
       on confirmation of the Plan.

According to Vincent E. Lazar, Esq., at Jenner & Block, in
Chicago, Illinois, obtaining prior approval of the notice, voting
and balloting procedures will minimize the risk that those
procedures will be subject to challenge at the Confirmation
Hearing, and will provide a sound framework for the solicitation
process.

                           Record Date

Covanta Lake II asks the Court to establish the date on which the
Disclosure Statement is approved as the record date for purposes
of determining:

   -- which Claimholders are eligible to vote on the Plan; and

   -- the identity of each holder of Claims against and Equity
      Interests in Covanta Lake that will receive a copy of the
      notice of the Disclosure Statement approval, the deadline
      to cast Plan votes, the deadline for filing Confirmation
      Objections, the deadline for conducting discovery in
      connection with a hearing to consider confirmation of the
      Plan, and the scheduling of the Confirmation Hearing -- the
      Confirmation Hearing Notice.

                          Ballot Forms

Covanta Lake II intends to use ballot forms that do not differ
from Official Form 14 in any material respect.  Covanta Lake II
also proposes to use a separate form of Ballot for each Class and
Subclass of impaired Claims entitled to vote under the Plan.  
Separate voting instructions will accompany each Ballot form.

                     Solicitation Procedures

On or before October 25, 2004, or five business days after the
Court approves the Disclosure Statement, whichever is later,
Covanta Lake II will distribute:

   (a) the Disclosure Statement and the Plan to all holders of
       Allowed Claims or Equity Interests under the Plan and to
       all parties on the Debtors' most recent notice list, as
       filed with the Court;

   (b) appropriate Ballot and voting instructions to all
       Claimholders entitled to vote pursuant to the Plan and the
       relevant provisions of the Bankruptcy Code and the
       Bankruptcy Rules.  Claimholders entitled to vote will be
       sent a Ballot in respect of the Class of Claims identified
       on the Schedules or on a proof of claim filed in Covanta
       Lake's case; and

   (c) the Confirmation Hearing Notice to all known holders of
       Claims against and Equity Interests in Covanta Lake II as
       of the Record Date.  The Confirmation Hearing Notice would
       also be sent to all parties on the Debtors' most recent
       notice list, as filed with the Court.

Covanta Lake II will not mail any Solicitation Packages to any
individual or entity at an address from which notice of the
Disclosure Statement Hearing is returned by the United States
Postal Office as undeliverable, unless Covanta Lake II is also
provided with a more accurate address.

Covanta Lake II will adopt these solicitation procedures with
respect to holders of Impaired Claims who are entitled to vote on
the Plan, but that cannot be identified:

   (a) Covanta Lake II will publish a notice of the Confirmation
       Hearing in The Wall Street Journal once, no later than 15
       business days after the Disclosure Statement is approved;
       and

   (b) Upon being contacted on or prior to five business days
       before the Voting Deadline, by the holders who previously
       could not be identified or located, Covanta Lake II will
       promptly provide each of those holders with a Solicitation
       Package after the holder has adequately evidenced its
       Claim.

                         Voting Deadline

All Ballots must be properly completed, executed, marked and
returned, via United States mail, overnight delivery or hand
delivery, so as to be actually received by Covanta Lake II's
Balloting Agent, Bankruptcy Services, LLC, on or before 4:00 p.m.,
prevailing Eastern Time on November 24, 2004.

                    Vote Tabulation Procedures

Covanta Lake II proposes these Vote Tabulation Procedures:

   (a) All votes to accept or reject the Plan must be cast by
       using the appropriate Ballot.  Votes that are cast in any
       other manner will not be counted;

   (b) Except as the Court otherwise provides, the amount of a
       Claim for purposes of tabulating votes will be calculated
       on the basis of the amount of the Allowed Claim on the
       Record Date;

   (c) Ballots must be returned so as to be actually received by
       the Voting Deadline to be counted;

   (d) A vote may be disregarded if the Court determines that it
       was not solicited or procured in good faith or in
       accordance with the provisions of the Bankruptcy Code;

   (e) A holder of Claims in more than one Class must use
       separate Ballots for each Class;

   (f) Votes cast by holders of Claims in each Class under the
       Plan will be tabulated separately by Class;

   (g) Votes cast by holders of Allowed Claims in Subclasses 3A
       and 3B will be counted as a single Class of Claims.  The
       Balloting Agent will separately identify the number and
       amount of votes cast for and against the Plan in Subclass
       3B;

   (h) Any executed Ballot that does not indicate either an
       acceptance or rejection of the Plan will be deemed to
       constitute an acceptance of the Plan;

   (i) Ballots must be returned by U.S. mail, hand delivery or
       overnight mail to the Balloting Agent;

   (j) Except to the extent determined by Covanta Lake II in its
       reasonable discretion or as otherwise permitted by the
       Court, any Ballots received after the Voting Deadline will
       not be accepted or counted;

   (k) Whenever a voter submits more than one Ballot voting the
       same Claim before the Voting Deadline, the last Ballot
       received will be deemed to reflect the voter's intent and,
       thus, supersede any prior Ballots;

   (l) The authority of the signatory of each Ballot will be
       presumed;

   (m) Voters must vote their entire Claim in a class or in
       different Classes either to accept or reject the Plan.
       Ballots cast by the same holder in different classes which
       do not all vote to accept or reject the Plan will not be
       counted.  Voters may not split their vote.  A Ballot that
       partially rejects and partially accepts will not be
       counted.  For computing the vote, a voter will be deemed
       to have voted the full Allowed amount, no more or less, of
       the voter's position as reflected on either:

       -- the Schedules as an undisputed, non-contingent, and
          liquidated Claim; or

       -- a claim that has not been subject to an objection
          before October 25, 2004.  If an objection is filed
          seeking to reduce a claim, the claim amount will be
          counted as stated in the objection, unless the Court
          temporarily allows the claim for a specific amount for
          voting purposes or the objection is resolved by
          stipulation of the parties.  Claims disallowed by Court
          order will not be entitled to vote.

       Covanta Lake II and its agents will have reasonable
       discretion to determine if a Ballot properly complies with
       the procedures and the voting instructions;

   (n) Any entity entitled to vote to accept or reject the Plan
       may change its vote before the Voting Deadline by casting
       a superseding Ballot so that it is received on or before
       the deadline.  Entities desiring to change their votes
       after the Voting Deadline may only do so if they (i) file
       a request with the Court with sufficient notice so that it
       can be heard and considered prior to or at the
       Confirmation Hearing and (ii) demonstrate "cause" pursuant
       to Rule 3018(a) of the Federal Rules of Bankruptcy
       Procedure; and

   (o) A holder of any Claim (i) that is scheduled for $0 or
       listed as disputed, unliquidated or contingent on the
       original schedules of assets and liabilities of certain
       Debtors with respect to which no claim has been filed, or
       (ii) for which a claim has been filed and as to which an
       objection seeking disallowance of that claim has been
       filed on or before October 25, 2004, will not be entitled
       to vote for or against the Plan, unless either:

          * the Court temporarily allows the Claim for the
            purpose of accepting or rejecting the Plan pursuant
            to Bankruptcy Rule 3018(a), in which case the amount
            of the Court-determined Allowed Claim will be used to
            tabulate the holder's vote; or

          * any Covanta Lake II objection is resolved by
            stipulation of the parties.

                 Temporary Allowance of Claims

Any party seeking temporary allowance of a Claim for voting
purposes in a manner different than as stated in a Claims
Objection, or any holder of a Claim that is scheduled for $0,
disputed, unliquidated or contingent in the Schedules who wishes
to vote on the Plan, must file with the Court a Rule 3018(a)
Motion on or before November 10, 2004, at 4:00 p.m., prevailing
Eastern Time.

                       Confirmation Hearing

Covanta Lake II asks the Court to set:

   (a) December 1, 2004, at 2:00 p.m., prevailing Eastern Time,
       as the date and time for the Confirmation Hearing;

   (b) November 20, 2004, at 4:00 p.m., prevailing Eastern Time,
       as the last date and time for filing and serving
       objections to the Plan Confirmation; and

   (c) November 24, 2004, at 4:00 p.m., prevailing Eastern Time,
       as the discovery cut-off date relating to the Plan
       Confirmation.

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


DORSEY TRAILER: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Dorsey Trailer Company, Inc.
        c/o Tasha Dolan, CFO
        P.O. Box 770
        Elba, Alabama 36323

Bankruptcy Case No.: 04-32662

Type of Business: The Debtor manufactures truck trailers.

Chapter 11 Petition Date: September 14, 2004

Court: Middle District of Alabama (Montgomery)

Judge: William R. Sawyer

Debtor's Counsel: Von G. Memory, Esq.
                  Memory & Day
                  P.O. Box 4054
                  Montgomery, AL 36101
                  Tel: 334-834-8000

Total Assets: $6,092,338

Total Debts:  $2,431,003

Debtor's 19 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Alcoa                                      $151,469

Steel Technologies                         $103,400

Meritor Rockwell                           $101,347

Olympic Steel, Inc.                         $94,814

Arvin Meritor                               $92,435

Carr, Riggs & Ingram, L.L                   $88,392

Goodyear Tire & Rubber                      $77,318

Rockwell Suspensions                        $75,036

Western Extrusions                          $68,862

Eisner LLP                                  $60,000

Blue Cross And Blue Shield                  $59,712

Alabama Dept Of Industrial                  $58,258

Hydro Aluminum Wells                        $53,504

Dana Corporation                            $45,734

Basf Corporation                            $44,528

Sealco Air Controls Inc.                    $37,018

Crewson Industries                          $35,656

Southeast Ala Gas Dist.                     $32,067

Entercomp Consulting Group                  $30,847


DUCANE GAS: Court Confirms Plan of Reorganization
-------------------------------------------------
The Honorable John E. Waites of the U.S. Bankruptcy Court for the
District of South Carolina confirmed Ducane Gas Grills, Inc.'s
Plan of Reorganization.  A full-text copy of the Plan is available
for a fee at:

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

The Plan groups claims and interests into nine classes and
describes the treatment of each:

       Class                         Treatment
       -----                         ---------
1 - Fleet Capital           Impaired. Holds first
                            priority security interest.
                            Allowed Secured
                            Claim will be paid in
                            full satisfaction closing of the
                            sale of the assets.

2 - Ulman Family            Impaired. Holds second priority
    Partnership             security interest. Allowed Secured
                            Claim will be paid in full
                            satisfaction at the closing of the
                            sale of the assets.

3 - Carolina First          Impaired. Secured Claim was paid
                            an initial $60 thousand in 2003 and
                            balance to be settled fully at the
                            closing of the sale of the assets.
                            Bank agrees to waive its unsecured
                            deficiency.

4 - Barnwell County        Impaired. Claim is unsecured and will
    Economic Development   share pro rata in the distribution
    Corporation            to other general unsecured creditors.

5 - Barnwell County        Unimpaired. Paid in full at the
    Treasurer              closing of the sale of the assets.

6 - Michigan Department    Unimpaired. Will be paid in full on or
    of Treasury            before the Effective Date of the Plan.

  - South Carolina         Unimpaired. Will be paid in full
    Department of Revenue  within thirty days after the Court
                           confirmation of the Plan.

7 - Administrative         Unimpaired. Will be paid only after
    Expense Claim          notice, hearing and Court approval.

8 - General Unsecured      Impaired. Consists of:
    Claim                  a) Warranty Claims - Debtor
                              wants claim be reduced or
                              increased as the case may
                              be, to the standardized
                              amount of $225;
                                                      
                           b) Claims of Excel Comfort Systems LLC
                              i) Environmental Claim - will not
                                 be entitled to any distribution
                                 from the Debtor's estate other
                                 than the distribution on Excel's
                                 general unsecured claim of
                                 $140,000 which will share pro
                                 rata with other Class 8 claims;

                             ii) Warranty and Accounts
                                 Receivable Claim - Unsettled by
                                 Excel with third parties. In the
                                 event that the settlement is not
                                 consummated, the Debtor can  
                                 object to the Claim. Any allowed
                                 claim will share pro rata with
                                 other Class 8 claims.
    
                         c) Claim of Marc Newman, Amy Newman and
                            Newman Grill Systems LLC - any
                            asserted damages, if proven would
                            share pro rata with other unsecured
                            claims.

9 - Shareholders        All equity interests will be extinguished
                        upon confirmation.


Headquartered in Columbia, South Carolina, Ducane Gas Grills,
Inc., sells and distributes cooking gas grills.  The Company filed
for chapter 11 protection on December 5, 2003 (Bankr. D. S.C. Case
No. 03-15219).  G. William McCarthy, Jr., Esq., at Robinson,
Barton, McCarthy, Calloway & Johnson, P.A., represents the Debtor
in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed $10 million in total
assets and $15 million in total debts.


DURA AUTOMOTIVE: S&P Assigns BB- Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating on Rochester Hills, Michigan-based Dura Automotive
Systems, Inc., on CreditWatch with negative implications.

"The action reflects our concerns about Dura's ability to improve
earnings and cash flow and reduce its high debt leverage, given
challenging industry conditions," said Standard & Poor's credit
analyst Martin King.

Dura, a manufacturer of automotive components, has total debt,
including operating leases and off-balance-sheet accounts
receivable financing, totaling $1.3 billion.

Reduced vehicle production, higher raw material costs, and intense
pricing pressure from customers with deteriorating market shares
are pressuring Dura's operating performance.  The second half of
the year will be much more challenging than the first, as
persistently high steel costs and planned production cuts from
Ford Motor Co. (26% of Dura's sales) and General Motors Corp.
(14%) will reduce earnings and cash flow generation to below
previously assumed levels.  Dura lowered its full-year earnings
guidance in the second quarter, but additional pressures since
then may result in even weaker performance.  Prospects for
earnings improvements beyond 2004 are unclear because organic
growth is fairly modest, and industry conditions are expected to
remain challenging.  Restructuring actions have helped to reduce
costs in recent years, and additional actions are under way.

"We could lower the ratings if it appears that future results will
remain subpar and debt levels will remain high for a sustained
period, or if liquidity becomes more constrained," Mr. King said.


E*TRADE FINANCIAL: Reports Monthly Activity for August 2004
-----------------------------------------------------------
E*TRADE FINANCIAL Corporation (NYSE: ET) released its Monthly
Activity Report for August.  The Company reported monthly Retail
Daily Average Revenue Trades -- DARTs -- of 57,912 and
Professional DARTs of 30,261 for Total DARTs of 88,173.  Margin
debt balances decreased 7.8 percent sequentially to $1.93 billion
at month end.

"Anticipating the seasonal dip in trading, we focused on the
fastest growing customer segment -- the retail customer.  As a
result, we have gained meaningful market share," said R. Jarrett
Lilien, President and Chief Operating Officer of E*TRADE
FINANCIAL.  "Even with a slow summer, we are confident that the
ongoing momentum created by our business model should deliver on
our 2004 earnings guidance range of between $0.87 and $0.97 per
share."

Historical monthly metric data from January 2003 to August 2004
can be found on the E*TRADE FINANCIAL investor relations site at
http://www.etrade.com/

The E*TRADE FINANCIAL family of companies provide financial
services including brokerage, banking and lending for retail,
corporate and institutional customers.  Securities products and
services are offered by E*TRADE Securities LLC (Member NASD/SIPC).  
Bank and lending products and services are offered by E(*)TRADE
Bank, a Federal savings bank, Member FDIC, or its subsidiaries.

                         *     *     *

As reported in the Troubled Company Reporter on January 16, 2004,
Standard & Poor's Ratings Services placed its ratings on E*TRADE
Financial Corp. and its subsidiaries, including its 'B+' long-term
counterparty credit rating on E*TRADE Financial Corp., on
CreditWatch with developing implications.

The CreditWatch listing is the result of E*TRADE's announcement
confirming that it is engaged in discussions with Toronto Dominion
Bank regarding a possible acquisition by E*TRADE of Toronto
Dominion's retail securities brokerage subsidiary, TD Waterhouse.

A CreditWatch listing with developing implications indicates that
the ratings on E*TRADE may be raised, lowered, or affirmed,
depending on the outcome of the discussions and the financing
details of the possible transaction.  From a strategic point of
view, the combination of TD Waterhouse and E*TRADE would
substantially increase E*TRADE's market share of online trading,
transaction volumes, and customer accounts.  Significant economies
of scale leading to expense reductions would also be likely.  
Nevertheless, the transaction also presents integration risk that,
unless properly managed, could lead to an exodus of customer
accounts.  In addition to the strategic ramifications of any
possible combination, Standard & Poor's will closely examine the
financing details of a transaction.  A deal that involved
significant leveraging of the balance sheet could be viewed
negatively.  Alternatively, a transaction financed largely with
stock would be viewed in a more positive light.


EES COKE: S&P Raises Rating on $75M Senior Secured Notes to BB
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on EES Coke
Battery LLC's series B $75 million ($33.8 million outstanding)
senior secured notes due 2007 to 'BB' from 'B+'.  The outlook is
positive.

The upgrade reflects EES Coke's entering into an agreement with
International Steel Group Inc. (BB/Positive/--) for a portion of
coke production in 2005 and 100% of production from 2006 to 2015.  
As a result of this agreement and other contractual commitments
for 2004 and 2005 production, EES Coke is now fully contracted
well beyond the term of the debt.

The rating reflects:

   * the risks that the coke industry has an inherently high
     degree of business risk;

   * the project remains exposed to operating risk; and

   * there is the potential for production restrictions or
     unexpected capital expenditures due to the tightening of
     environmental standards.

Strengths mitigating these risks are:

   * that the facility is cost-competitive with other coke-making
     facilities;

   * there is a demonstrated demand for EES Coke's coke; and

   * the project has the ability to sell coke on a long-term
     basis, as demonstrated by the contract with International
     Steel.

"As a result of improved pricing and declining debt-service
requirements, debt service coverage for the 12 months ended
June 2004 was about 2.0x as opposed to about 0.9x for the 12
months ended December 2003," said credit analyst Scott Taylor.

EES Coke used funds from the series A (now defeased) and B notes
to purchase the number five coke battery at the Great Lakes Works
from National Steel Corp.

The positive outlook reflects that of International Steel, and the
potential for an upgrade of EES Coke if Standard & Poor's raises
its rating on International Steel.


ENTERPRISE MANUFACTURING INC: Voluntary Chapter 11 Case Summary
---------------------------------------------------------------
Debtor: Enterprise Manufacturing, Inc.
        fka Scot Young Research, Inc.
        402 Messanie
        Saint Joseph, Missouri 64502

Bankruptcy Case No.: 04-51154

Type of Business: The Company manufactures wet mops, pails, and
                  wringers.

Chapter 11 Petition Date: September 15, 2004

Court: Western District of Missouri (St. Joseph)

Judge: Jerry W. Venters

Debtor's Counsel: Eric C. Rajala, Esq.
                  Law Office of Eric C. Rajala
                  11900 College Boulevard, Suite 341
                  Overland Park, Kansas 66210
                  Tel: 913-339-9806
                  Fax: 913-339-6695

Total Assets: $4,158,743

Total Debts: $3,364,803

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


EXIDE TECH: Phillip Martineau Buys 5,000 Shares of Common Stock
---------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Exide Technologies Director Phillip M. Martineau
discloses that he acquired 5,000 shares of Exide common stock,
par value $15.25 per share, in separate transactions on
August 19, 20 and 23, 2004.

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)


FAIRPOINT: Extends Tender Offer & Consent Solicitation to Oct. 20
-----------------------------------------------------------------
On July 16, 2004, FairPoint Communications, Inc., commenced
concurrent cash tender offers for all of its outstanding:

      -- 9-1/2% Senior Subordinated Notes Due 2008,

      -- Floating Rate Callable Securities Due 2008,

      -- 12-1/2% Senior Subordinated Notes Due 2010 and

      -- 11-7/8% Senior Notes Due 2010.  

In conjunction with the Tender Offers, FairPoint is also
soliciting consents from holders of the Notes to effect certain
proposed amendments to the indentures governing such Notes.  The
Tender Offers and related consent solicitations are being made
pursuant to:

    (i) an Offer to Purchase and Consent Solicitation Statement,
        dated as of July 16, 2004, and accompanying Consent and
        Letter of Transmittal, for the 2008 Notes and

   (ii) an Offer to Purchase and Consent Solicitation Statement,
        dated as of July 16, 2004, and accompanying Consent and
        Letter of Transmittal, for the 12-1/2% Notes and the
        11-7/8% Notes.

FairPoint reported that as of 5:00 p.m., New York City time, on
September 15, 2004, it has extended the expiration date of each of
the Tender Offers under each Offer to Purchase and Consent
Solicitation Statement to 5:00 p.m., New York City time, on
October 20, 2004.

The purchase price for the 2008 Notes that are validly tendered
and accepted for payment on or prior to the Expiration Date will
be equal to $1,015.42 per $1,000 principal amount of 9-1/2% Notes
and $982.50 per $1,000 principal amount of Floating Rate Notes,
plus any accrued and unpaid interest on the 2008 Notes up to, but
not including, the payment date for such notes.

The purchase price for each $1,000 in principal amount of the 12
1/2% Notes that are validly tendered and accepted for payment on
or prior to the Expiration Date will be equal to:

   (i) the present value on the payment date for the 12-1/2% Notes
       of $1,062.50 per $1,000 principal amount of the 12-1/2%
       Notes (the amount payable on the first optional redemption
       date of the 12-1/2% Notes) and all scheduled interest
       payments on the 12-1/2% Notes from the payment date to
       May 1, 2005, discounted at a rate equal to the sum of

         (x) the yield on the 1.625% U.S. Treasury Note due
             April 30, 2005 and

         (y) a fixed spread of 50 basis points, minus accrued and
             unpaid interest up to, but not including, the payment
             date, minus

   (ii) an amount equal to the early consent premium. In addition,
        accrued and unpaid interest will be paid on the tendered
        12-1/2% Notes up to, but not including, the payment date
        for such notes.

The purchase price for each $1,000 in principal amount of the
11-7/8% Notes that are validly tendered and accepted for payment
on or prior to the Expiration Date will be equal to:

    (i) the sum of:

         (a) 35% of $1,118.75 per $1,000 principal amount of the
             11-7/8% Notes (which is the equity claw-back for the
             11 7/8% Notes under the indenture governing the
             11-7/8% Notes) plus

         (b) 65% of the present value on the payment date for the
             11-7/8% Notes of $1,059.38 per $1,000 principal
             amount of the 11-7/8% Notes (the amount payable on
             the first optional redemption date of the 11-7/8%
             Notes) and all scheduled interest payments on the
             11-7/8% Notes from the payment date to March 1, 2007,
             discounted at a rate equal to the sum of:

            (x) the yield on the 2.25% U.S. Treasury Note due
                February 15, 2007 and

            (y) a fixed spread of 50 basis points, minus accrued
                and unpaid interest up to, but not including, the
                payment date, minus

   (ii) an amount equal to the early consent premium.

In addition, accrued and unpaid interest will be paid on the
tendered 11-7/8% Notes up to, but not including, the payment date
for such notes.

In addition to the purchase prices set forth above, an early
consent premium of $20.00 will be paid for each $1,000 in
principal amount of the Notes to holders who tendered their Notes
and provided their consents to the proposed amendments to the
indentures governing the Notes at or prior to August 20, 2004.
Holders of Notes tendered after the Early Consent Date will not
receive an early consent premium.

The Tender Offers are subject to several conditions, including,
among other things:

   * FairPoint's completion of its proposed Income Deposit
     Securities offering and senior subordinated note offering and
     obtaining a new senior secured credit facility; and

   * a minimum tender condition.  

FairPoint currently expects to complete the Income Deposit
Securities offering and senior subordinated note offering and
obtain a new senior secured credit facility on or prior to the
Expiration Date.  FairPoint may amend, extend or terminate one or
more of the Tender Offers in its sole discretion.

Persons with questions regarding the Tender Offers or the related
consent solicitations should contact Citigroup, the Dealer Manager
and Solicitation Agent, at (800) 558-3745 or (212) 723-6106, or
Global Bondholder Services Corporation, the Information Agent, at
(212) 430-3774.

FairPoint is one of the leading providers of telecommunications
services in rural communities across the country. Incorporated in
1991, FairPoint's mission is to operate and acquire
telecommunications companies that set the standard of excellence
for the delivery of service to rural communities.  FairPoint owns
and operates 26 rural local exchange companies located in 17
states.  FairPoint serves customers with approximately 267,790
access line equivalents (including voice access lines and digital
subscriber lines) and offers an array of services including local
voice, long distance, data, Internet and broadband product
offerings.

                         *     *     *

As reported in the Troubled Company Reporter's June 8, 2004
edition, Standard & Poor's Ratings Services said that it affirmed
the 'B+' corporate credit rating and other ratings of Charlotte,
North Carolina-based incumbent rural local exchange carrier
FairPoint Communications Inc.  The ratings have also been removed
from CreditWatch, where they were placed May 5, 2004.  The
CreditWatch listing reflected concerns that the company's proposed
offering of $750 million in income deposit securities, along with
the anticipated high common dividend payout associated with these
issues, would reduce the company's financial flexibility.

The outlook is negative.

Standard & Poor's has assigned a 'CCC+' rating to the company's
proposed senior subordinated notes due 2019, a major portion of
which would be issued under the IDS structure and a small portion
outside.  Although the specific mix of debt and equity to be
issued under the IDS has yet to be determined, the final amount of
the senior subordinated notes will not affect FairPoint's
corporate credit rating, nor the rating on these notes.

Proceeds from a proposed $450 million secured bank credit
facility, from the subordinated notes, and from the common equity
component of the IDS will be used to refinance essentially all of
FairPoint's existing debt and redeem the company's series A
preferred stock.  FairPoint had total debt of about $920 million,
which includes about $101 million of preferred shares subject to
mandatory redemption, at March 31, 2004.  Given that the IDS
offering will likely contain a significant common equity
component, total debt is expected to be lower after the
refinancing.

"While the issuance of the income deposit securities would
incrementally weaken FairPoint's financial risk profile, the
magnitude is not sufficient to warrant a downgrade," said
Standard & Poor's credit analyst Michael Tsao.  "However, the
reduced financial flexibility underpins the negative outlook."


FINOVA: Wants Court to Nix Nova & Bustamante's $11 Million Claim
----------------------------------------------------------------
In 1998, Nova Capital, LLC, and FINOVA Capital Corporation  
entered into a confidentiality and non-circumvent agreement in  
connection with Nova's acquisition of Kojo, Inc., and Phoenix  
Draperies, Inc.  Nova negotiated with FINOVA Capital to obtain  
additional equity and debt financing.

Pursuant to the terms of the Confidentiality and Non-Circumvent  
Agreement, FINOVA Capital agreed not to solicit, engage or do any  
investment, banking or other types of financial transactions with  
Kojo and Phoenix for 12 months.  In the event FINOVA Capital  
breaches the provision, FINOVA Capital will indemnify Nova in an  
amount equal to the economic benefit that Nova would have  
realized had FINOVA Capital not breached the provision.

As a result of executing the Confidentiality and Non-Circumvent  
Agreement, Nova provided FINOVA Capital with its business plan,  
including:

   (a) copies of the Kojo Agreement and Phoenix Agreement;
   (b) Nova's strategy and a recast;
   (c) financial pro formas of the monetary transactions; and
   (d) analysis and research on Kojo and Phoenix.

Nova also entered into a similar confidentiality and non-
circumvent agreement with Doyle & Boissiere, LLC.  After Nova  
provided its Business Plan and engaged in substantial  
discussions, D&B refused to provide financing for Nova to  
consummate the acquisition of Kojo and Phoenix.

In August 2000, Nova discovered that D&B had purchased Kojo and  
its related entities and had either purchased or assisted Kojo in  
acquiring Phoenix.  In October 2001, Nova and its founding  
principal, Jorge Bustamante, filed a complaint against D&B before  
the 44th Judicial District Court in Dallas County, Texas.  Among  
the responsive documents that Kojo and D&B sent in connection  
with the Complaint was a promissory note entered into between  
Kojo Worldwide Corporation, one of Kojo's related entities, and  
FINOVA Capital.  The Promissory Note documented FINOVA Capital's  
agreement to finance Kojo's acquisition of Phoenix.  Nova had no  
documentary evidence or notice of FINOVA Capital's direct  
involvement in the acquisition of Kojo and Phoenix before receipt  
of the responsive documents.

On August 20, 2002, Nova amended its Complaint, asserting claims  
against FINOVA Capital for breach of their Confidential and Non-
Circumvent Agreement.

In October 2002, the Debtors asked the Bankruptcy Court to find  
that Nova's prosecution of its claims against FINOVA Capital in  
the State Court Suit was barred and permanently enjoined by  
operation of the Claims Bar Date Order, the Plan and the  
Confirmation Order.  The Bankruptcy Court denied the Debtors'  
request.

In April 2003, the Bankruptcy Court again denied the Debtors'  
request to reconsider its prior decision.  The Bankruptcy Court  
deferred to the Texas State Court for determination of when the  
Nova's claims against FINOVA Capital accrued.

The State Court Suit was subsequently tried before a jury.  In  
early 2004, the jury issued a verdict against FINOVA Capital,  
awarding Nova and Mr. Bustamante $10,000,000 in damages on  
account of their claims for breach of contract.  The jury also  
awarded $1,000,000 in additional damages in favor of Nova and Mr.  
Bustamante against FINOVA Capital.  The jury further determined  
that October 12, 2001, was the date on which Nova know or should  
have known of the existence of their claims against FINOVA  
Capital.

FINOVA Capital challenged the "accrual date" finding of the jury  
and asked the Texas State Court to enter judgment in its favor  
notwithstanding the verdict.  The Texas State Court's  
determination with respect to the date of accrual of Nova and Mr.  
Bustamante's claims against FINOVA Capital remains pending.

Regina A. Iorii, Esq., at Ashby & Geddes, PA, in Wilmington,  
Delaware, tells Judge Walsh that Nova intended to wait for the  
Texas State Court to address the "accrual date" issue before  
determining whether to seek equitable redress before the  
Bankruptcy Court.  Unfortunately, due to changed circumstances,  
Nova has decided not to wait for any final determination in the  
State Court Suit to avoid undue and permanent prejudice.  Ms.  
Iorii explains that FINOVA Capital's recent public filings  
indicate that it is rapidly liquidating all of its remaining  
assets.  The public filings also indicate that FINOVA Capital's  
assets will be insufficient to meet the obligations assumed  
pursuant to the Plan.

By this motion, Nova and Mr. Bustamante ask the Bankruptcy Court:

   (a) for leave to file a claim; and
   (b) to deem the claim timely filed.

Nova and Mr. Bustamante also seek allowance of their $11,000,000  
Claim to be treated in accordance with Class FNV Capital-3  
General Unsecured Claim pursuant to the terms of the Plan.  Nova  
and Mr. Bustamante ask Judge Walsh to compel FINOVA Capital to:

   -- pay 70% of the Claim, in cash, plus additional interest;
      and

   -- issue New Senior Notes for the remaining portion of the
      Allowed Claim.

Ms. Iorii asserts that FINOVA Capital will not be prejudiced if  
Nova and Mr. Bustamante are allowed to file the Claim.  FINOVA  
Capital has been aware of the Claim since, at the very least, a  
few months after the Plan Effective Date.  FINOVA Capital was  
also placed on notice of Nova's potential claims in April 2002.   
FINOVA Capital failed to provide Nova and Mr. Bustamante with  
written notice of the special bar date for filing claims.  Nova  
and Mr. Bustamante at all times have acted in good faith.

Ms. Iorii also points out that based on recent public filings,  
FINOVA Capital disclosed having hundreds of millions of dollars  
of assets, if not billions, to be liquidated and paid to  
creditors pursuant to the terms of the Plan.  Ms. Iorii believes  
that the Claim, if allowed in FINOVA Capital's bankruptcy case,  
would be relatively insignificant in size compared to FINOVA  
Capital's overall asset and liability base.

                       FINOVA Capital Objects

Mark D. Collins, Esq., at Richards, Layton & Finger, PA, in  
Wilmington, Delaware, reminds Judge Walsh that Nova Capital, LLC,  
and Jorge Bustamante have already expended much effort to get  
their claim against FINOVA Capital heard before the Texas State  
Court rather than the Bankruptcy Court.  Nova and Mr. Bustamante  
were successful in this effort.  Nova and Mr. Bustamante even  
obtained a jury verdict in their favor, after the Bankruptcy  
Court abstained from adjudicating the validity of their claim and  
ruled that the matter must be decided by the Texas State Court.

Concurrently, FINOVA Capital asked the Texas State Court for  
judgment notwithstanding the jury verdict on the grounds that:

      (i) Nova and Mr. Bustamante's claim accrued before the bar
          date established in the Debtors' Chapter 11 cases;

     (ii) there was no non-circumvent and confidentiality
          agreement among FINOVA Capital, Nova and Mr.
          Bustamante; and

    (iii) FINOVA Capital's conduct did not cause economic loss to
          Nova and Mr. Bustamante.

Apparently unsatisfied with the speed in which the Texas State  
Court is progressing or fearful that FINOVA Capital's request  
will be granted, Nova and Mr. Bustamante now goes to the  
Bankruptcy Court for permission to file a late proof of claim for  
$11,000,000 and to direct FINOVA Capital to pay the Claim.

The Texas State Court has not yet rendered judgment regarding the  
date on which Nova and Mr. Bustamante's Claim against FINOVA  
Capital accrued.  Therefore, Mr. Collins argues, there is no  
basis for the Bankruptcy Court to allow Nova and Mr. Bustamante's  
Claim and to direct FINOVA Capital to pay that Claim.

Mr. Collins asserts that Nova and Mr. Bustamante are clearly  
forum shopping by litigating their Claim in two different forums  
despite the Bankruptcy Court's decision to abstain from the  
matter.  The Claim is premature and should, therefore, be denied  
since Nova and Mr. Bustamante do not have a liquidated claim  
against FINOVA Capital.  Though the jury rendered a verdict in  
their favor, the Texas State Court has not yet entered a  
judgment.

Mr. Collins notes that the only justification Nova and Mr.  
Bustamante provided for seeking allowance of their Claim is that  
"public filings of the Debtors indicate that they are liquidating  
rapidly all of their remaining assets, which also indicate the  
insufficiency of the Debtors' assets to meet the obligations  
pursuant to the confirmed Plan.  However, Nova and Mr. Bustamante  
also admitted that, based on the same "public filings," the  
Debtors have hundreds of millions of dollars of assets, if not  
billions, to be liquidated and paid to creditors pursuant to the  
terms of the Plan.

Mr. Collins asserts that the contradictory statements do not  
justify Nova and Mr. Bustamante's premature request for allowance  
of their Claim.  The Debtors have no reason to believe that they  
will have completed their liquidation before the Texas State  
Court rules on the pending issues.

Mr. Collins tells the Court that Nova and Mr. Bustamante's  
identities were neither actually known to nor "reasonable  
ascertainable" by the Debtors.  Nova and Mr. Bustamante were  
"unknown creditors."  The Debtors' examination of their books and  
records did not unearth Nova and Mr. Bustamante's potential  
claim.

Mr. Collins contends that Nova and Mr. Bustamante have no  
credible basis for asserting that their failure to timely file  
the Claim was the result of excusable neglect.  Everything was  
within their control.  Nova and Mr. Bustamante contend that they  
received no actual notice of the Bar Date.  They, however, fail  
to explain why they waited for more than two years before seeking  
permission to file the Claim.

In addition, if Nova and Mr. Bustamante were granted leave to  
file the late Claim, it would be inequitable to the other  
creditors who filed timely proofs of claim.  This may also open  
the door to other creditors wishing to file late claims against  
the Debtors, thereby burdening the Debtors' management with new  
claims to resolve and hampering the claims resolution process.   
As a result, the Debtors' ability to close their Chapter 11 cases  
would be undermined.

For these reasons, the Debtors ask the Court to deny Nova and Mr.  
Bustamante's request.

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)


FIRST FRANKLIN: Fitch Assigns BB+ Rating on $18.75M Cert. Class
---------------------------------------------------------------
First Franklin Mortgage Loan Trust's asset-backed certificates,
series 2004-FFH3, are rated by Fitch Ratings as follows:

   -- $1,194,750,000 classes I-A1, I-A2, II-A1, II-A2, II-A3 and
      II-A4 senior certificates 'AAA';

   -- $71,250,000 class M-1 'AA+';

   -- $45,750,000 class M-2 'AA';

   -- $26,250,000 class M-3 'AA-';

   -- $22,500,000 class M-4 'A+';

   -- $22,500,000 class M-5 'A';

   -- $18,750,000 class M-6 'A-';

   -- $18,750,000 class M-7 'BBB+';

   -- $15,750,000 class M-8 'BBB';

   -- $15,000,000 class M-9 'BBB-';

   -- $18,750,000 privately offered class B-1 'BB+'.

The 'AAA' rating on the senior certificates reflects the 20.35%
total credit enhancement provided by the 4.75% class M-1, 3.05%
class M-2, 1.75% class M-3, 1.50% class M-4, 1.50% class M-5,
1.25% class M-6, 1.25% class M-7, 1.05% class M-8, 1% class M-9,
1.25% privately offered class B-1, 1% privately offered class B-2
not rated by Fitch and 1% initial overcollateralization -- OC. All
certificates have the benefit of monthly excess cash flow to
absorb losses.  In addition, the ratings reflect the quality of
the loans, the integrity of the transaction's legal structure as
well as the capabilities of Saxon Mortgage Services, Inc., (rated
'RPS2+' by Fitch) as servicer, and Wells Fargo Bank, N.A., as
trustee.

As of the closing date, the mortgage loans have an aggregate
balance of $945,696,379.  The weighted average loan rate is
approximately 7.507%.  The weighted average remaining term to
maturity (WAM) is 357 months.  The average outstanding principal
balance of the mortgage loans is approximately $173,300.  The
weighted average original loan-to-value ratio -- OLTV -- is 99.13%
and the weighted average Fair, Isaac & Co. -- FICO -- score was
664.  The properties are primarily located in:

   * California (21.63%),
   * Florida (8.13%) and
   * Ohio (7.58%).

The mortgage pool will be divided into two loan groups.  Group I
will consist of fixed-rate and adjustable-rate mortgage loans with
principal balances that conform to Fannie Mae and Freddie Mac loan
limits, while Group II will consist of fixed-rate and adjustable-
rate mortgage loans with principal balances that may not conform
to Fannie Mae and Freddie Mac loan limits

On the closing date, the depositor will deposit approximately
$554,300,000 into a pre-funding account.  The amount in this
account will be used to purchase subsequent mortgage loans after
the closing date and on or prior to November 30, 2004.


FISHER COMMS: Prices $150 Million Senior Debt Private Placement
---------------------------------------------------------------
Fisher Communications, Inc., (Nasdaq:FSCI) priced a private
placement of $150 million aggregate principal amount of its
8.625% Senior Notes due 2014.  Fisher Communications intends to
use the net proceeds from the private placement to repay
outstanding debt under its existing credit facilities and to
terminate and settle its obligations under its existing variable
forward sales transaction covering shares of Safeco Corporation
common stock owned by Fisher Communications.  The private
placement is scheduled to close on Monday, September 20, 2004, and
is subject to various customary closing conditions.

The senior notes were offered within the United States only to
qualified institutional buyers under Rule 144A of the Securities
Act of 1933, as amended, and to non-U.S. purchasers under
Regulation S under the Securities Act.

The senior notes being sold by Fisher Communications have not been
registered under the Securities Act of 1933 or any state
securities laws.  Therefore, the senior notes may not be offered
or sold in the United States absent registration or an applicable
exemption from registration requirements under the Securities Act
of 1933 and any applicable state securities laws.  This news
release does not constitute an offer to sell nor a solicitation of
an offer to buy the senior notes and shall not constitute an
offer, solicitation or sale in any jurisdiction in which such
offer, solicitation or sale is unlawful.

Fisher Communications previously announced that it also expects to
enter into a new senior secured credit facility at the closing of
the offering of the senior notes.  The new credit facility will
provide for borrowings of up to $20 million.

Fisher Communications, Inc., is a Seattle-based integrated media
company.  Its 9 network-affiliated television stations, and a
tenth station 50% owned by Fisher Communications, are located in
Washington, Oregon, and Idaho, and its 27 radio stations broadcast
in Washington and Montana.  It also owns and operates Fisher
Plaza, a facility located near downtown Seattle.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 10, 2004,
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Fisher Communications, Inc.  At the same time,
Standard & Poor's assigned a 'B-' rating to the company's proposed
$150 million senior unsecured notes due in 2014.  Proceeds from
the proposed notes offering are expected to be used to refinance
the company's existing credit facilities and to unwind a variable
forward sale transaction. The outlook is stable.

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

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


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

If the exchange offer expires as currently scheduled today,
September 17, 2004, the New Notes will bear interest at a rate of
10.422% per annum.  This rate is equal to 6.65% plus the yield on
U.S. Treasury notes having a remaining maturity equal to the
maturity of the New Notes determined as of 2:00 p.m., New York
City time, on the second business day prior to the expiration of
the exchange offer.  The terms of the New Notes are described in
the registration statement on Form S-4 (File No. 333-107054)
relating to the exchange offer.

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

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

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

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

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

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

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

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

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

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

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

                        About the Company

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

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


GOOD SAMARITAN: Losses Prompt S&P to Shave Debt Rating to BB+
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'BB+'
from 'BBB-' on California Health Facilities Financing Authority's
outstanding revenue debt, issued for Hospital of the Good
Samaritan, based on continued operating losses, adequate maximum
annual debt service, and an unfavorable payor mix.  The outlook is
negative.

"Good Samaritan continues to post operating losses, which remains
a concern," said Standard & Poor's credit analyst Geraldine Poon.  
"If losses are not stemmed, we will reassess the rating.  
Additionally, while management is working diligently to improve
its payor mix, the current reliance on governmental payors
continues to be sizable."

Good Samaritan is a 408-bed tertiary hospital located in downtown
Los Angeles.  The hospital's major service line is cardiology,
including cardiothoracic surgery.  Other specialties include
orthopedics, neurosciences, ophthalmology, and women's services--
which has increased since the county stopped providing obstetrics
services.


HACIENDA DEL SOL: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Hacienda Del Sol Partners, LLC
        2541 North Water Place
        Tucson, Arizona 85712

Bankruptcy Case No.: 04-04633

Chapter 11 Petition Date: September 14, 2004

Court: District of Arizona (Tucson)

Judge: Eileen W. Hollowell

Debtor's Counsel: Matthew R.K. Waterman, Esq.
                  Waterman & Waterman, PC
                  33 North Stone Avenue, #2020
                  Tucson, AZ 85701
                  Tel: 520-382-5000
                  Fax: 520-629-9500

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.


HOLLINGER INC: 2003 Financial Statements Still Unaudited
--------------------------------------------------------
Hollinger, Inc., (TSX:HLG.C; HLG.PR.B) provides an update in
accordance with the guidelines pursuant to which the
June 1, 2004 management and insider cease trade order was issued.  
These guidelines contemplate that Hollinger will normally provide
bi-weekly updates on its affairs until such time as it is current
with its filing obligations under applicable Canadian securities
laws.

Hollinger and Hollinger International, Inc., continue to pursue,
on a without prejudice basis, the conclusion of mutually
acceptable arrangements to permit the audit of Hollinger's
2003 annual financial statements to begin as soon as possible.

Hollinger's 2003 annual financial statements cannot be completed
and audited until Hollinger International's 2003 annual financial
statements are completed.  Hollinger International has advised
Hollinger that it and its auditors need time to review the final
report of the investigation by the Special Committee established
by Hollinger International, which report was released on
August 30, 2004, and to assess its impact, if any, on the results
of operations of Hollinger International before it can complete
and file its 2003 annual financial statements.

As of the close of business on September 14, 2004, Hollinger and
its subsidiaries (other than Hollinger International and its
subsidiaries) had approximately US$4.3 million of cash or cash
equivalents on hand and Hollinger owned, directly or indirectly,
792,560 shares of Class A Common Stock and 14,990,000 shares of
Class B Common Stock of Hollinger International.  The decrease in
Hollinger's cash and cash equivalents on hand during the period
since its August 30, 2004 status update is substantially due to
the timely payment of interest on Hollinger's senior secured notes
on September 1, 2004 in the approximate amount of US$5 million.  
Based on the September 14, 2004 closing price of the shares of
Class A Common Stock of Hollinger International on the New York
Stock Exchange of US$17.14, the market value of Hollinger's direct
and indirect holdings in Hollinger International was
US$270,513,078.40.  All of Hollinger's direct and indirect
interest in the shares of Class A Common Stock of Hollinger
International are being held in escrow with a licensed trust
company in support of future retractions of its Series II
Preference Shares and all of Hollinger's direct and indirect
interest in the shares of Class B Common Stock of Hollinger
International are pledged as security in connection with the
Notes.  In addition, Hollinger has previously deposited with the
trustee under the indenture governing the Notes approximately
US$10.5 million in cash as collateral in support of the Notes.  
Consequently, there is currently in excess of US$267.4 million
aggregate collateral securing the US$78 million principal amount
of the Notes outstanding.

Hollinger is closely monitoring its liquidity requirements and is
assessing various financing transactions and initiatives with the
objective of ensuring its liquidity needs are addressed on a
continuing basis.

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

                         *     *     *

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

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

There was in excess of US$267.4 million aggregate collateral
securing the US$78 million principal amount of the Notes
outstanding.

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

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


HOLLINGER INC: Court Postpones Shareholder Meeting to Sept. 30
--------------------------------------------------------------
Madame Justice Pepall of the Ontario Superior Court of Justice
granted Hollinger, Inc., (TSX:HLG.C; HLG.PR.B) an interim order
extending the time for calling Hollinger's 2004 annual
shareholders' meeting to a date not later than September 30, 2004.  

The postponement was sought because until such time as the annual
audited financial statements of Hollinger for the year ended
December 31, 2003 are complete, Hollinger is unable to satisfy the
Canadian law requirement that such financial statements be placed
before the shareholders at the annual shareholders' meeting.  As
Hollinger's 2003 annual financial statements are still not
complete, Hollinger will be seeking an interim order extending the
time for calling Hollinger's 2004 annual shareholders' meeting
beyond the deadline of September 30, 2004 set out in the Original
Order.  Hollinger intends to hold its 2004 annual shareholders'
meeting as soon as practicable after its fiscal 2003 audited
financial statements are completed and available for mailing to
shareholders.

Fred A. Creasey, the Chief Financial Officer of Hollinger, remains
on medical leave.  It has not yet been determined when Mr. Creasey
will reassume his duties at Hollinger, if at all.

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

                         *     *     *

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

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

There was in excess of US$267.4 million aggregate collateral
securing the US$78 million principal amount of the Notes
outstanding.

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

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


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

Justice Campbell noted that the parties will address the extent,
scope, timing, cost and reporting of the investigation in case
conferences to be held in the coming weeks.

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

                         *     *     *

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

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

There was in excess of US$267.4 million aggregate collateral
securing the US$78 million principal amount of the Notes
outstanding.

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


HOMESTEADS: Wants Jacobs Partners as Bankruptcy Counsel
-------------------------------------------------------
The Homesteads at Newtown, LLC, asks the U.S. Bankruptcy
Court for the District of Connecticut for permission to employ
Jacobs Partners LLC as its bankruptcy counsel.

Jacobs Partners will:

    a) assist and advise the Debtor relative to the
       administration of this proceeding;

    b) represent the Debtor before the Bankruptcy Court and
       advise the Debtor on all pending litigations, hearings,  
       motions, and of decisions of the Bankruptcy Court;

    c) review and analyze all applications, orders, and motions
       filed  with the Bankruptcy Court by third parties in this
       proceeding and advise the Debtor;

    d) attend all hearings conducted pursuant to section 341(a)
       of the Bankruptcy Court and representing the Debtor at
       all examinations;

    e) communicate with creditors and all other parties in
       interest;

    f) assist the Debtor in preparing all necessary
       applications, motions, orders, supporting positions taken
       by the Debtor, and prepare witnesses and review documents
       in this regard;

    g) confer with all other professionals, including
       accountants and consultants retained by the Debtor and by
       any other party in interest;

    h) assist the Debtor in its negotiations with creditors or
       third parties concerning the terms of any proposed plan
       of reorganization;

    i) prepare, draft, and prosecute the plan of reorganization
       and disclosure statement; and

    j) assist the Debtor in performing such other services as
       may be in the interest of the Debtor and performing all
       other legal services required by the Debtor.

Mark R. Jacobs, Esq., a partner at Jacobs Partners, discloses that
the current hourly rates charged by the Firm's attorneys range
from $300 to $500 while paralegals bill from $50 to $125.
              
To the best of the Debtor's knowledge, Jacobs Partners is
"disinterested" as that term is defined in Section 101(14) of
the Bankruptcy Code.

Headquartered in Guilford, Connecticut, The Homesteads at
Newtown, LLC, is a life-care community.  The Company filed for
protection on September 10, 2004 (Bankr. D. Conn. Case No.
04-34262).  When the Debtor filed for protection from its
creditors, it estimated more than $10 million in assets and debts.  
                  

HOST MARRIOTT: S&P Assigns B+ Rating on $575 Mil. Credit Facility
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to the
$575 million amended and restated credit facility of hotel owner
Host Marriott Corp.  At the same time, Standard & Poor's affirmed
its other ratings, including the 'B+' corporate credit rating on
the company.  The outlook is stable.

Approximately $5.6 billion in debt (including approximately
$475 million of convertible quarterly income preferred securities)
was outstanding on June 18, 2004.

The amended and restated credit facility will replace the
company's existing $300 million bank credit facility due in
June 2005.  Under the amendment, the facility will mature in
September 2008 but can be extended an additional year under
certain conditions.

The new credit facility has a unique structure composed of two
parts: a revolving facility A and a revolving facility B.  Maximum
borrowings under the revolving facility A may vary from
$0 to $385 million as determined by leverage as defined in the
loan agreement.  Revolving facility A has similar covenant levels
to the existing credit facility, while the covenants governing
revolving facility B are more relaxed.  For instance, maximum
leverage at the end of 2004 for revolving facility A is 7.0x,
whereas it is 7.5x for revolving facility B.  Based on this
covenant differential, it is possible that there would be no
availability under revolving facility A, but Host could continue
to draw on revolving facility B.  In return for the higher risk,
revolving facility B borrowings will be priced at a 50 basis point
premium to revolving facility A borrowings.

Both the revolving credit facilities A and B are initially secured
by a perfected first-priority security interest (on an equal and
ratable basis with amounts outstanding under the senior note
indenture) in all capital stock, partnership interests, and other
equity interests owned by Host Marriott and each guarantor (with
certain limitations).  Guarantors consist of each direct and
indirect wholly owned subsidiary of Host with certain limitations
on foreign subsidiaries.

"The ratings on Host Marriott reflect the company's substantial
debt levels as well as credit measures that are somewhat weak for
the ratings," said Standard & Poor's credit analyst Sherry Cai.  
However, Standard & Poor's expects an improvement in Host's credit
measures to result from a healthier operating environment and
management's focus on improving the balance sheet.  The ratings
also consider the high quality of the company's hotels, the
geographic diversity of its portfolio, and its experienced
management team.  Moreover, Host's good liquidity position and
historically good access to both debt and equity capital markets
are viewed favorably.

The company owns 112 luxury and upscale, full-service hotels,
predominantly in urban, airport, and resort locations in the U.S.,
Canada, and Mexico.


IMMUNE RESPONSE: Presents New Phase II Clinical Data on REMUNE(R)
-----------------------------------------------------------------
An investigational treatment, REMUNE(R) (HIV-1 Immunogen), induces
HIV-specific immunity in drug-naive patients according to interim
results from an ongoing multi-center Phase II study conducted in
Italy and presented by Renato Maserati, MD, at the
Immunomodulating Drugs for the Treatment of HIV conference in Lake
Garda, Italy. REMUNE(R) is being developed by The Immune Response
Corporation (Nasdaq: IMNR), a biopharmaceutical company dedicated
to becoming a leading immune-based therapy company in HIV and
multiple sclerosis.

"Although the Italian study is ongoing, these interim data show
REMUNE(R) induces an HIV-specific immune response in
antiretroviral naive subjects and, therefore, the hope that
enhanced immunity may delay disease progression," said John N.
Bonfiglio, Ph.D., Chief Executive Officer of The Immune Response
Corporation.  "With guidelines recommending delayed intervention
for newly diagnosed HIV patients based on CD4 and viral load
counts, an immune-based therapy like REMUNE(R) that could possibly
delay initiation of antiretroviral therapy (ART) would be an
important advance in the treatment of HIV.  So far the results are
tracking with our expectations based upon our knowledge of the
therapy. We expect these data to be pivotal in our choice of
design for registration trials."

The interim analysis showed that subjects receiving three
injections of REMUNE(R) had a significantly higher level of HIV-
specific CD4-positive and CD8-positive memory T cells than control
subjects receiving Incomplete Freund's Adjuvant (IFA) or saline,
suggesting that REMUNE(R) can induce the type of immune responses
that could be clinically important.  There were no significant
changes in CD4 cell count or viral load in any of the study groups
through week 12 as was expected due to the length and design of
the trial.

"We were impressed with REMUNE(R)'s effect on HIV-specific immune
responses in drug-naive subjects seen in this study," said Georgia
Theofan, PhD, Vice President of Clinical Development at The Immune
Response Corporation.  "We are looking forward to the final
analysis from this study at the end of the year.  We also plan to
rollover these subjects into a trial with IR103 designed to be
completed next year."

The multi-center, single-blind, randomized study investigated
50 subjects over 28 weeks following treatment with REMUNE(R), IFA
or saline.  The study had two patient groups treated with either
one or three injections of REMUNE(R) and each of the other arms
received three injections of either IFA or saline.  The four arms
of the study each received injections at weeks 0, 12 and 24; with
all subjects completed through week 12 and a subset of 30 subjects
completed through week 28.  A rollover study to IR103, which
combines REMUNE(R) with Amplivax(TM), an immunostimulatory
oligonucleotide adjuvant, is planned.

REMUNE(R) is in Phase II development by The Immune Response
Corporation and is not approved by any regulatory agencies in any
country at this time.  Dr. Maserati has served as a clinical
investigator to The Immune Response Corporation and has received
research funding support from the company.

Amplivax(TM) was developed by Hybridon, Inc. (Amex: HBY) and has
been licensed to The Immune Response Corporation.

               About The Immune Response Corporation

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

                         *     *     *

                       Going Concern Doubt

The Immune Response Corporation's independent certified public
accountants, BDO Seidman, LLP, indicated in their report on the
2003 consolidated financial statements that there is substantial
doubt about the Company's ability to continue as a going concern.

The Company has incurred net losses since inception and has an
accumulated deficit of $319,211,000 as of June 30, 2004.  The
Company says it will not generate meaningful revenues in the
foreseeable future.  These factors, among others, raised
substantial doubt about the Company's ability to continue as a
going concern.


IMPERIAL SCHRADE: Creditors Must File Proofs of Claim by Jan. 17
----------------------------------------------------------------
The United States Bankruptcy Court for the Northern District of   
New York set January 17, 2005, as the deadline for all creditors
owed money by Imperial Schrade Corp. on account of claims arising
prior to September 10, 2004, to file their proofs of claim.

Creditors must file their written proofs of claim on or before the
January 17 Claims Bar Date and those forms must be delivered to:

                 Clerk of the Bankruptcy Court
                 Northern District of New York
                 445 Broadway, Suite 330
                 Albany, New York 12207

For governmental units, the Claims Bar Date is March 9, 2005.

Headquartered in Ellenville, New York, Imperial Schrade Corp.
-- http://www.schradeknives.com/-- manufactures and designs  
knives and tools.  Imperial Schrade filed for Chapter 11
protection on September 10, 2004 (Bankr. N.D.N.Y. Case No.
04-15877).  Charles J. Sullivan, Esq., at Hancock & Estabrook,
LLP, 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 debts.


INDYMAC ABS: Fitch Junks Two Classes & Puts B Rating on Class BV
----------------------------------------------------------------
Fitch Ratings has affirmed and taken rating actions on the
following IndyMac ABS, Inc. home equity issues:

Series SPMD 2000-C group 1:

   -- Class AF-5, AF-6, R affirmed at 'AAA';
   -- Class MF-1 downgraded to 'A' from 'AA';
   -- Class MF-2 downgraded to 'CCC' from 'BB';
   -- Class BF remains at 'C';

Series SPMD 2000-C group 2:

   -- Class AV-1 affirmed at 'AAA';
   -- Class MV-1 affirmed at 'AA';
   -- Class MV-2 downgraded to 'BBB' from 'A-';
   -- Class BV downgraded to 'B' from 'BBB-'.

The affirmations reflect credit enhancement consistent with future
loss expectations and affect $51,624,462 of outstanding
certificates.

The negative rating actions are the result of poor collateral
performance and the deterioration of asset quality beyond original
expectations and affect $27,603,168 of outstanding certificates.

Series SPMD 2000-C group 1 contained 12.65% manufactured housing
-- MH -- collateral at closing (Nov. 21, 2000) and, as of
August 2004, has increased to 35.9%.

Series SPMD 2000-C group 2 contained 9.51% MH collateral at
closing (Nov. 21, 2000) and, as of August 2004, has increased to
25.14%.

To date, MH loans have exhibited very high historical loss
severities, causing Fitch to have concerns regarding the adequacy
of enhancement in this deal.  MH has been responsible for nearly
25% of cumulative losses for group 1 and 51% for group 2.

Series SPMD 2000-C group 1 has had no overcollateralization -- OC
-- since June 2003, and class BF has taken further write-downs,
with an ending balance of approximately $1.5 million as of
August 2004.  The current pool factor (current mortgage loans
outstanding as a percentage of the initial pool) is 18%.  Monthly
excess spread generated within the transaction is generally
decreasing, while, on average, monthly gross losses are
increasing, resulting in increasing monthly reductions in credit
enhancement.  As of August 2004, there was $67,937.24 of excess
spread available.  While the 12-month average gross losses equal
$258,208.17, the six- and three-month average gross losses are
$338,241.17 and $367,954.33, respectively.

As of the August 2004 distribution, series 2000-C group 2, with a
current pool factor of 18%, has $1,174,963.41 of OC, compared with
the OC target of $2.025 million and only $188,832.7 of excess
spread available to cover current gross loss of $735,913.  While
the 12-month average gross losses equal $268,383.83, the six- and
three-month average gross losses are $331,400.67 and $369,127.67,
respectively.

The group 1 and group 2 mortgage pools within the SPMD 2000-C
transaction are not cross-collateralized, so excess spread
generated within group 1 is not available to offset losses in
group 2 and vice versa.  However, the deal was structured with
mortgage insurance -- MI.  Currently, approximately 90.3% of the
mortgage pool in group 1 and 91.17% of the mortgage pool in group
2 has MI down to 60% loan to value, which will serve to somewhat
mitigate the overall loss numbers.

Fitch will continue to closely monitor this deal.


INFOUSA INC: Launching SecureUSA for Law Enforcement Agencies
-------------------------------------------------------------
InfoUSA, Inc., (Nasdaq:IUSA), a provider of proprietary business
and consumer databases and sales leads, will be introducing
SecureUSA(TM), the industry's largest and most powerful
Investigative database, available exclusively to federal, state
and county/municipal government offices for an annual subscription
price.  SecureUSA(TM) is a valuable enforcement weapon, providing
mission-critical information on individuals and property to
government agencies in order to enable them to advance the efforts
of homeland security, law enforcement, employment verification and
child support departments.

Using a wide variety of search criteria, enforcement agencies will
be able to use SecureUSA(TM) to instantly locate an individual and
find deep background and hard-to-find information on that subject,
resulting in shorter investigative times and costs as well as
vastly improved operating efficiencies.  The information will be
available in real time to subscribers via secure Internet and
wireless devices.  Users will be able to search the database to
find critical information such as criminal convictions and civil
actions as well as historical and current addresses and phone
numbers, aliases, and relatives/associated persons. The database
also contains the Social Security numbers, unlisted phone numbers,
cell phone numbers and drivers license and vehicle information on
these individuals, so that any combination of these criteria may
be used in the data search.

Vin Gupta, Chairman and CEO, infoUSA, commented, "Enforcement
agencies need to find the right person at the right time in order
to protect and defend our nation and it's citizens.  SecureUSA(TM)
gives these professionals the most accurate and comprehensive
information at their fingertips, while it is fresh and actionable.
A secure future depends on a SecureUSA(TM), and infoUSA is very
pleased to provide our nation with the finest investigative search
tool available."

For a FREE Trial, call Doug Roesemann at 1-800-555-5211.

                        About infoUSA

infoUSA -- http://www.infoUSA.com/-- founded in 1972, is the  
leading provider of business and consumer information products,
database marketing services, data processing services and sales
and marketing solutions.  Content is the essential ingredient in
every marketing program, and infoUSA has the most comprehensive
data in the industry, and is the only company to own a proprietary
database of 250 million consumers and 14 million businesses under
one roof.  The infoUSA database powers the directory services of
the top Internet traffic-generating sites.  Nearly 3 million
customers use infoUSA's products and services to find new
customers, grow their sales, and for other direct marketing,
telemarketing, customer analysis and credit reference purposes.
infoUSA headquarters are located at 5711 S. 86th Circle, Omaha,
Nebraska 68127 and can be contacted at (402) 593-4500.

                         *     *     *

As reported in the Troubled Company Reporter on May 20, 2004,
Standard & Poor's Ratings Services assigned its 'BB' ratings and
recovery ratings of '4' to infoUSA Inc.'s $250 million of senior
secured credit facilities, indicating a marginal recovery
(25%-50%) of principal in the event of a default.

In addition, Standard & Poor's affirmed its 'BB' corporate
credit rating on the Omaha, Nebraska-headquartered company.  The
outlook is stable.

"The ratings on infoUSA, Inc., reflect the company's meaningful
pro forma debt levels, moderate-size operating cash flow base
and competitive market conditions, including competition from
companies that have greater financial resources," said
Standard & Poor's credit analyst Donald Wong.  "These factors are
tempered by infoUSA's historical operating cash flow margins in
the mid- to high-20% range, free operating cash flow generation,
strong niche market positions, a broad product and service
offering distributed through numerous channels to a diverse base
of businesses, and a significant portion of sales derived from
existing or former customers."


INTERPOOL INC: Fitch Places B Rating on $150 Mil. Unsecured Notes
-----------------------------------------------------------------
Fitch Ratings has assigned a 'B' rating to Interpool, Inc.'s
6% $150 million unsecured notes due 2014. As part of the offering,
note investors have also been issued warrants for approximately
8.3 million shares of common stock exercisable at $18 per share.  
Interpool's Rating Outlook was revised to Positive from Negative
on July 9, 2004.  Fitch also rates Interpool's senior secured debt
and preferred stock 'BB-' and 'CCC+', respectively.

Fitch views Interpool's successful issuance of unsecured debt as
continued positive momentum in the company's recovery from its
financial management and operational challenges in 2003.
Additional long-term unsecured capital will benefit the company's
capital structure and help to provide additional financial
flexibility.  This offering is a component of a strategy that,
over the long term, should simplify Interpool's capital structure
and provide additional liquidity resources.

Additional positives include the ongoing implementation of a new
accounting and information technology infrastructure, which will
likely significantly enhance the company's operational integrity.  
Interpool has also made significant progress towards returning to
a timely SEC filing status by completing its 2003 10-K filing in
August. Interpool is expected to become current with its SEC
filings before the end of 2004.

The note issuance is pari passu with Interpool's existing
$210 million of senior unsecured notes.  Partial proceeds from the
new issuance will be used to repurchase from the investors in the
new notes approximately $49 million of the company's outstanding
senior unsecured notes due in 2007.  Interpool has indicated that
the remaining proceeds will be used for general corporate purposes
and to facilitate intermodal equipment fleet growth.

The Positive Rating Outlook reflects Fitch's view that Interpool
will continue its progress towards returning to a timely SEC
filing status and that, shortly thereafter, the company will seek
to re-establish its listing on the New York Stock Exchange.  Fitch
also believes that, despite the challenges that the company has
faced with its accounting, operations, and limited capital markets
access, Interpool's liquidity and capitalization remain adequate.  
This has been a function of management's conservative operating
strategy as well as favorable operating conditions in the
intermodal equipment leasing market over the past twelve months.

Interpool's remaining challenges focus on the completion of
quarterly financial statements for fiscal 2004.  However,
Interpool has so far been able to meet or exceed its publicly
announced filing deadlines for the year.  Additional challenges
center on refinancing or extending its revolving credit facility
within the next ten months to provide additional back-up committed
liquidity, and discussions in this regard are currently underway.
Interpool must also complete the overhaul and upgrade of its
information technology and accounting infrastructure.

Tracing its roots to 1968 and based in Princeton, New Jersey,
Interpool, Inc., through its subsidiaries, is the largest lessor
of domestic chassis and, in combination with 50% owned subsidiary
Container Applications International, is among the largest lessors
of marine containers in the world.


JP MORGAN: Fitch Assigns Low-B Ratings to Six Certificate Classes
-----------------------------------------------------------------
Fitch affirms JP Morgan Chase Commercial Mortgage Securities
Corporation's commercial mortgage pass-through certificates,
series 2003-CIBC6, as follows:

   -- $203.0 million class A-1 'AAA';
   -- $653.2 million class A-2 'AAA';
   -- $31.2 million class B 'AA';
   -- $32.5 million class C 'A';
   -- $11.7 million class D 'A-';
   -- Interest-only classes X-1 and X-2 'AAA';
   -- $14.3 million class E 'BBB+';
   -- $10.4 million class F 'BBB';
   -- $13.0 million class G 'BBB-';
   -- $15.6 million class H 'BB+';
   -- $5.2 million class J 'BB';
   -- $7.8 million class K 'BB-';
   -- $5.2 million class L 'B+';
   -- $3.9 million class M 'B';
   -- $1.3 million class N 'B-';

Fitch does not rate the $18.2 million class NR.

The affirmations reflect the consistent overall loan performance
and minimal reduction of the pool collateral balance since
closing.  As of the August 2004 distribution date, the pool has
paid down 0.93%, to $1.03 billion from $1.04 billion at issuance.  
In addition, there are no delinquent or specially serviced loans.

Wachovia Bank, NA, the master servicer, collected financial
statements for 92.8% of the loans in the pool, by balance.  As of
year-end 2003, the weighted average debt service coverage ratio --
DSCR -- for the pool has decreased to 1.57 times (x) from 1.67x at
issuance.

Fitch reviewed credit assessments of the Battlefield Mall loan
(8.1%) and the One Alliance Center loan (5.8%).  The DSCR for the
loan is calculated using borrower-provided net operating income
less required reserves divided by debt service payments based on
the current balance using a Fitch-stressed refinance constant.
Based on its stable to improved performance, both loans maintain
investment grade credit assessments.

The Battlefield Mall loan is secured by a 1 million square foot --
sf -- retail property located in Springfield, Missouri.  The YE
2003 stressed DSCR was 1.53x, compared with 1.63x at issuance.  
The One Alliance Center loan is secured by 550,000 sf of office
space located in Atlanta, Georgia.  The YE 2003 stressed DSCR was
1.57x, compared with 1.53x at issuance.


KAISER: Inks $15.4 Million Exit Strategy Contract with TRC
----------------------------------------------------------
Kaiser Aluminum & Chemical Corporation (NYSE:TRR) signed a
contract with TRC wherein TRC assume environmental responsibility
for the cleanup and management of several of Kaiser's discontinued
operations sites located in Louisiana and West Virginia.  The
contract is subject to, among other things, approval by the United
States Bankruptcy Court for the District of Delaware.  Kaiser
sought Court approval of the transaction and it is expected the
Court will rule on it prior to the end of September 2004.  
Assuming all approvals are obtained, the transaction would likely
close in October 2004.

Under the terms of the contract, in return for a cash payment of
$15.4 million from Kaiser, TRC will implement environmental
remediation requirements and assume title to three closed
facilities.  Additionally TRC will assume Kaiser's environmental
obligations at one site in West Virginia, which is presently owned
and operated by Century Aluminum Company and Pechiney Rolled
Products LLC.

Kaiser is currently restructuring its business and is utilizing
the contract to address these liabilities in the context of its
ongoing Chapter 11 proceedings.

TRC structured a comprehensive insurance and risk management
program for the project through AIG Environmental, a member
company of American International Group.  The insurance program
was co-brokered by Aon Risk Services and Willis.  This insurance
and financial assurance program protects both TRC and Kaiser for
the expected remediation as well as unknown issues, which could
potentially be discovered as the work is performed.

"This transaction provides another example of how TRC's Exit
Strategy(R) program can create tangible business value for our
customers," said TRC Senior Vice President, Mike Salmon. "Through
the creative application of TRC's technical and financial
expertise and the Exit Strategy business model, we were able to
provide a comprehensive solution for Kaiser's unique needs at
these facilities." For more information, contact Mike Salmon at
949-727-7350.

                           About TRC

Named one of FORTUNE Magazine's 100 Fastest Growing Companies in
2003, Forbes Top 200 Best Small Companies and Business Week's Top
100 Hot Growth Companies, TRC is a customer-focused company that
creates and implements sophisticated and innovative solutions to
the challenges facing America's environmental, infrastructure,
power, and transportation markets.  The Company is also a leading
provider of technical, financial, risk management, and
construction services to both industry and government customers
across the country.  For more information, visit TRC's website at
http://www.TRCsolutions.com/

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


LEBO CORPORATION: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Lebo Corporation
        aka Sand Point Greenhouses
        aka Sand Point Landscape Group
        28508 County Road 24 West
        Elkhart, Indiana 46517

Bankruptcy Case No.: 04-34914

Type of Business: The Debtor operates a wholesale and retail
                  landscaping service.

Chapter 11 Petition Date: September 14, 2004

Court: Northern District of Indiana (South Bend Division)

Judge: Harry C. Dees, Jr.

Debtor's Counsel: Thomas M. Walz, Esq.
                  Hahn, Walz and Knepp, P.A.
                  509 West Washington Avenue
                  South Bend, IN 46601
                  Tel: 574-232-5988
                  Fax: 574-234-2119

Total Assets: $2,358,450

Total Debts:  $2,768,696

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Bernice Branstrator           Promissory Note           $150,000

Winward Silks                 Business Purchases        $120,000

Mark Lewinski                 Loans                      $75,000

Ball Seed Company             Business Purchases         $61,803

Allstate Floral & Craft Inc.  Business Purchases         $48,787

CG Commercial Funding         Equipment Lease            $42,000
                              Value of Collateral:
                              $1,000
                              Net Unsecured:
                              $41,000

Arty Imports, Inc.            Business Purchases         $20,126

Cal Brehob & Son              Business Purchases         $19,574

Tr-Federated Media North      Business Purchases         $19,380

Tr-Federated Media South      Business Purchases         $18,080

Treasurer of Allen County     Business Purchases         $17,982

Mary's Plant Company          Business Purchases         $17,047

Monrovia Nursey Company       Business Purchases         $15,806

Commerce Corporation          Business Purchases         $15,248

Salma Rodenbeck               Promissory Note            $15,000

Wenke Greenhouses             Business Purchases         $14,220

Fort Wayne Newspapers         Business Purchases         $12,918

Lake City Bank                Business Purchases/        $12,802
                              Debt

Fred C. Cloekner & Company    Business Purchases         $12,643

WFFT TV/Fox                   Business Purchases          $8,180


LTC COMMERCIAL: S&P Affirms Junk Rating on Class F Certificates
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on three
classes of LTC Commercial Mortgage Pass-Through Certificates
Series 1996-1.  Concurrently, the ratings on five other classes
from the same series are affirmed.

The raised ratings reflect increased credit enhancement, financial
performance of the trust collateral, and minimal realized losses
to date.  The affirmed ratings reflect subordination levels that
adequately support the existing ratings.

As of Aug. 16, 2004, the trust collateral consisted of 16 loans
with an aggregate outstanding principal balance of $45.8 million,
down from 34 loans amounting to $112.5 million at issuance.  The
master servicer, GMAC Commercial Mortgage Corp. provided full or
partial-year 2003 net cash flow debt service coverage -- DSC --
figures for 82.2% of the pool.  Based on this information,
Standard & Poor's calculated a weighted average DSC of 1.76x, down
from 2.19x at issuance.  The pool has experienced one loss to date
amounting to $1.4 million (1.2%).

The top 10 loans have an aggregate outstanding balance of
$39.9 million (87.1%) and reported a 2003 weighted average DSC of
1.71x, down from 2.21x at issuance.  The 2003 DSC figure excludes
the fifth- and eighth-largest loans, for which recent financial
data is unavailable.  As part of its surveillance review, Standard
& Poor's reviewed recent property inspections provided by GMACCM
for assets underlying the top 10 loans.

Nine of these assets were characterized as "good" and one was
regarded as "excellent."  There are no top 10 loans in special
servicing, but two of the top 10 loans reported DSCs below 1.10x.

There is one delinquent loan with a balance of $1.1 million that
is secured by a 112-bed property in Enid, Oklahoma.  This loan has
been with the special servicer, LTC Properties Inc., since 2002
and is now in foreclosure proceedings.  Given the minimal servicer
advancing on this loan, coupled with the low, per-bed exposure,
Standard & Poor's expects the loss on this loan to be less severe
than losses recently associated with healthcare assets.

The master servicer is not required to maintain a watchlist for
this transaction.  Nevertheless, a review of the collateral
indicates that there are three loans with an aggregate balance of
$9.8 million (21.5%) that reported 2003 DSCs below 1.10x.  The
second-largest loan is secured by 200-bed property in Tucson,
Arizona and has an outstanding balance of $5.8m.

This property generated a partial-year 2003 DSC of 0.65x, up from
0.11x in 2002.  The sixth-largest loan has an outstanding balance
of $3.2 million and is secured by a 120-bed property in St. Cloud,
Florida.  This loan reported a 2003 DSC of 1.03x and the 2002
financial performance has still not been provided.  The remaining
loan, with a sub-1.10x DSC, has a balance of $0.8 million and
generated a negative cash flow in 2003.  There are three other
loans, excluding the specially serviced loan, with a total
principal balance of $7.1 million (15.5%) have not provided 2003
financial data.

This collateral is concentrated entirely in healthcare assets and
is situated in eight states with concentrations in:

   * Florida (22.1%),
   * Georgia (18.5%), and
   * Arizona (12.6%).

According to GMAC Commercial, Hurricanes Charley and Frances may
have affected the three Florida properties with an aggregate
balance of $10.1 million; the status of these properties is not
yet known.

Standard & Poor's stressed the loans without recent financial
data, loans with DSCs below 1.10x, and loans with near-term
maturities in its analysis.  Standard & Poor's also examined the
impact of refinancing risk that the portfolio is subject to given
the out-of-favor nature of healthcare assets.  The resultant
credit enhancement levels adequately support the raised and
affirmed ratings.
   
                         Ratings Raised
    LTC Commercial Mortgage Pass-Through Certs Series 1996-1
   
                     Rating
         Class     To       From    Credit Enhancement
         -----     --       ----    ------------------
         B         AAA      AA                   73.5%
         C         AA+      A                    56.9%
         D         A+       BBB                  45.9%
   
                        Ratings Affirmed
    LTC Commercial Mortgage Pass-Through Certs Series 1996-1
     
              Class   Rating   Credit Enhancement
              -----   ------   ------------------
              A       AAA                  92.5%
              E       B+                   20.1%
              F       CCC                  10.3%
              LR      AAA                    -
              R       AAA                    -


LTC COMMERCIAL: S&P Raises Class F Rating One Notch to B+
---------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on five
classes of LTC Commercial Mortgage Pass-Through Certificates
Series 1998-1.  Concurrently, the ratings on three other classes
from the same series are affirmed.

The raised and affirmed ratings reflect the increased credit
enhancement as well as the credit performance of the seasoned
healthcare loan pool.

As of Aug. 30, 2004, the trust collateral consisted of 37 loans
with an aggregate outstanding principal balance of $111.7 million,
down from 40 loans amounting to $155.6 million at issuance. The
master servicer, GMAC Commercial Mortgage Corp. provided full or
partial-year 2003 net cash flow debt service coverage -- DSC --
figures for 93.6% of the pool.  Based on this information,
Standard & Poor's calculated a weighted average DSC of 1.39x, down
from 2.02x at issuance.  The pool has experienced one loss to date
amounting to $0.3 million (0.2%).

The top 10 loans have an aggregate outstanding balance of
$64.8 million (58.0%) and reported a 2003 weighted average DSC of
1.10x, down from 1.75x at issuance.  As part of its surveillance
review, Standard & Poor's reviewed recent property inspections
provided by GMAC Commercial for assets underlying the top 10
loans.  Nine of these assets were characterized as "good" and one
was deemed "average/fair."  There are no top 10 loans in special
servicing, but four of the top 10 loans reported DSCs below 1.10x.

None of the loans in this transaction are in special servicing and
the servicer is not required to provide a watchlist for this deal.
However, an examination of the collateral indicates that there are
eight loans with an aggregate balance of $31.7 million (28.3%)
that reported 2003 DSCs below 1.10x.  This includes the third- and
fourth-largest loans, which have recently repaid in full and are
no longer in the trust collateral.  The seventh-largest loan
reported a 2003 DSC of 0.21x, which is based on four months of
data; a new operator began managing this property in
September 2003.  The eighth-largest loan reported a 2003 DSC of
0.65x.  The operator filed for bankruptcy in 2002 and the legal
expenses related to this filing have adversely affected the
property's financial performance.  However, the borrower affirmed
this lease in bankruptcy court and has not been delinquent in
payment for the last two years.  In addition to the low DSC loans,
four other loans with a total principal balance of $7.2 million  
(6.4%) have not provided financial data since 2002.

The loans are secured by properties located in 14 states.  Texas
(23.0%), Florida (15.6%), and California (14.2%) are the only
three states with concentrations in excess of 10.0%.  According to
GMACCM, Hurricanes Charley and Frances may have affected two
properties in Florida that have an aggregate, allocated loan
balance of $7.4 million; the status of these properties is not yet
known.

Standard & Poor's stressed the loans without recent financial
data, loans with DSCs below 1.10x, and loans with near-term
maturities in its analysis.  Standard & Poor's also examined the
impact of refinancing risk that the portfolio is subject to given
the out-of-favor nature of healthcare assets.  The resultant
credit enhancement levels adequately support the raised and
affirmed ratings.
   
                         Ratings Raised
    LTC Commercial Mortgage Pass-Through Certs Series 1998-1
   
                     Rating
         Class     To       From    Credit Enhancement
         -----     --       ----    ------------------
         B         AAA      AA                   59.7%
         C         AA+      A                    50.0%
         D         A+       BBB                  51.6%
         E         BBB-     BB                   30.5%
         F         B+       B                    23.5%
            
                        Rating Affirmed
   LTC Commercial Mortgage Pass-Through Certs Series 1998-1

              Class   Rating   Credit Enhancement
              -----   ------   ------------------
              A       AAA                   65.3%
              LR      AAA                     -
              R       AAA                     -


M-FOODS HOLDINGS: Moody's Junks $100 Million Senior Discount Notes
------------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to a planned
$100 million senior discount note issue of M-Foods Holdings, Inc.,
the holding company of Michael Foods, Inc., and affirmed the
existing B1 senior secured, B2 senior unsecured, and B3 senior
subordinated note ratings for Michael Foods, Inc.  Moody's also
affirmed the enterprise's B1 senior implied rating and assigned a
senior unsecured issuer rating of Caa1 to M-Foods Holdings.  The
ratings outlook is stable.

Michael Foods' ratings reflect aggressive financial management on
a business that produces relatively steady cash flow.  Proceeds
from the planned $100 million note issue and $68 million of
existing cash balances at Michael Foods, Inc. will fund a proposed
dividend to shareholders.  The dividend represents approximately
50% of the investment made by T.H. Lee Partners and management in
November 2003, when they completed their leveraged acquisition of
the company.  The $168 million increase in net enterprise debt
resulting from the planned dividend comes at a time when earnings
face downward pressure from lower egg prices, potentially softer
demand growth trends than over the past six to nine months, and
rising interest rates, which will temper the pace of potential
debt reduction and likely leave leverage high over the next year.

Michael Foods' ratings are:

   Michael Foods, Inc:

      * $100 million senior secured Revolving Credit, maturing
        2009 -- B1,

      * $495 million senior secured Term Loan, maturing 2010 --
        B1,

      * $135 million senior unsecured Floating Rate Loan, maturing
        2011 -- B2,

      * $150 million Senior Subordinated Notes, due 2013 -- B3.

   M-Foods Holdings, Inc:

      * $100 million Senior Discount Notes, due 2013 -- Caa1
        assigned,

      * Senior Implied Rating -- B1,

      * Unsecured Issuer Rating -- Caa1 assigned,

      * Rating Outlook - Stable.

Michael Foods' ratings are limited by substantial enterprise debt,
resulting in high leverage relative to cash flow.  The enterprise
also has a weak balance sheet with a high level of intangible
assets.  Instead of using free cash flow, including tax refunds
stemming from the TH Lee acquisition transaction, to reduce debt
and leverage, the company plans to dividend the accumulated cash
to its shareholders, as well as issue a $100 million holding
company note to further fund a dividend to shareholders.  The
$168 million increase to net enterprise debt comes at a time when
run-rate operating earnings are coming down from unusually high
levels in the latter part of 2003 and early part of 2004, when the
company benefited from a period of historically high egg prices
and strong demand trends related to the growth of low
carbohydrate/high protein diets.  Egg prices have since declined
and consumer interest in low carbohydrate diets appears to have
peaked and started to diminish. The company reported LTM EBITDA of
$175 million through 6/30/04, bolstered by a very strong 4Q03.  
The company guidance for FY04 EBITDA of $161-165 million reflects
a return to a more normal operating environment in the second half
of 2004.

Michael Foods' ratings also take into account the company's
exposure to fluctuations in grain and egg prices.  The ratings
further consider customer and supply concentration risks, as well
as the presence of competitors, such as Cargill and ConAgra, which
are much larger and better resourced to develop new products and
support marketing and distribution.  In addition, the ratings take
into account the potential for acquisition activity to expand the
business platform.

The ratings gain support from Michael Foods' dominant position as
a producer of processed egg products (estimated 45% share of US
market) and its emphasis on value-added products, which have
higher margins and offer stronger growth potential than commodity
egg products.  The ratings also recognize Michael Foods' long-
standing customer relationships and management's success in
managing commodity exposures through product mix, contract terms
and market hedging.  Moody's expects that the company should
generate relatively steady free cash flow, though at lower levels
than during the twelve months ending 6/30/04.

The ratings outlook is stable, but ratings could be pressured if
lower than expected earnings over the next year leads to leverage
much above 5.75x EBITDA.  The stable outlook assumes free cash
flow will be applied to debt reduction and financial flexibility
will be rebuilt over time to better accommodate potential
acquisitions or earnings pressures.  Current ratings would not
accommodate debt-funded acquisitions, which would pressure the
ratings if pursued prior to rebuilding a financial cushion.  
Moody's expects positive ratings movement to be unlikely due to
the company's comfort in operating with leverage in the range of
5 to 5.5x EBITDA.

The senior secured ratings are at the senior implied rating level
because the senior secured debt accounts for the bulk of the
enterprise's debt structure.  

The senior unsecured term loan is notched down from the senior
implied to reflect its lack of security.  Both the senior secured
credit facility and the senior unsecured term loan benefit from
subsidiary guarantees.  Michael Foods, Inc. is seeking amendments
to the senior secured credit facilities and the senior unsecured
term loan to:

   (a) permit the issuance of the senior discount notes by the
       holding company,

   (b) allow up to $70 million of cash to be upstreamed for
       distributions to shareholders, and

   (c) reduce pricing on the senior secured term loan by 25 basis
       points.

Michael Foods, Inc. plans to upstream $68 million of cash to
M-Foods Holdings, which will fund part of the planned dividend to
the shareholders of the holding company.

The senior subordinated notes, which benefit from subsidiary
guarantees, are notched below the senior unsecured loan to reflect
their subordinated position in the capital structure.  Asset
protection is weak, and in a distressed scenario, coverage of the
notes at par would rely heavily on the realization of intangible
value.

The proposed holding company discount notes, which do not benefit
from subsidiary guarantees, are notched down from the subordinated
notes at Michael Foods, Inc. to reflect their structural
subordination to the substantial amount of debt and other
liabilities at Michael Foods, Inc. and the lack of asset coverage
in a distressed scenario.  The holding company has no material
assets other than its stock in Michael Foods, Inc., which is
pledged to Michael Foods, Inc.'s senior debt holders.  The notes
will accrete for the first four and a half years and pay cash
interest thereafter.

Michael Foods will have approximately $790 million of enterprise
debt after the transaction, which represents a relatively high
5.5x projected FY04 EBITDA.  The company's balance sheet includes
a large 55% intangible component, which is mostly goodwill.  EBIT
returns on total assets are low (6-7%), suggesting potential for
intangible write-downs in the future.  Capital spending is
projected at $40 million for 2004, a material call on cash flow,
but cash flow generation has been relatively consistent.  Free
cash flow after capital spending is a modest 4-6% relative to pro
forma debt levels, indicating the capability of slow but steady
debt paydown.  The PIK interest on the holding company notes,
however, will accrue at about $10 million, adding to debt.  If the
pricing amendment on the term loan is accepted, interest expense
would decrease by 25 bp, or $1.2 million per year.  The company
has hedged about half of its floating rate debt with interest rate
caps at 6% (LIBOR), however, so rising interest rates will
increase interest expense on $630 million of debt.  Projected FY04
EBIT coverage of total interest is about 1.6x (2.0x excluding PIK
interest on the holding company note).  The revolver is expected
to be undrawn at close and should allow for adequate ongoing
liquidity.

Michael Foods, Inc., with FY03 revenues of $1.2 billion, is a
processor and distributor of egg products, and refrigerated potato
and grocery products.  The company has its headquarters in
Minnetonka, Minnesota.


MANEX ENTERTAINMENT: Involuntary Chapter 11 Case Summary
--------------------------------------------------------
Alleged Debtor: Manex Entertainment Inc.
                4751 Wilshire Boulevard, Suite 202
                Los Angeles, California 90010

Involuntary Petition Date: September 3, 2004

Case Number: 04-29212

Chapter: 11

Court: Central District of California (Los Angeles)

Judge: Barry Russell

Petitioners' Counsel: Jeremy W. Faith, Esq.
                      Robinson, Diamant & Wolkowitz
                      1888 Century Park East Suite 1500
                      Los Angeles, CA 90067
                      Tel: 310-277-7400

Petitioners                            Amount of Claim
-----------                            ---------------
R. Dixon Speas                              $1,700,000
2498 Golf Links Circle
Santa Clara, CA 95050

Andrew Heller                                $300,000
4505 Henning Drive
Austin, TX 78738

Bang! Productions                              $5,800


MARINER: MHG Asks Court to Disallow Dorothy Dean's $1M Claim
------------------------------------------------------------
On September 25, 2000, Dorothy Dean filed Claim No. 2908 for
$1,000,000 seeking recovery for alleged personal injury or
wrongful death in the Chapter 11 cases of Mariner Health Care,
Inc., and its debtor-affiliates.  Ms. Dean's Claim alleges that
the date of loss is September 10, 1999.

The automatic stay was lifted as to Claim No. 2908 on
February 18, 2003.

The applicable statute of limitations in Florida, where the
alleged acts causing harm occurred, is two years for both personal
injury and wrongful death.  Given that the date of loss was
September 10, 1999, the period within which Ms. Dean could have
brought suit expired on September 10, 2001.  Yet pursuant to an
extension provided by Section 108(c) of the Bankruptcy Code, the
statute of limitations for the Claim expired on March 20, 2003,
which is 30 days after the stay was lifted.

But until now, Ms. Dean has not filed suit against the Reorganized
MHG Debtors.  Ms. Dean, therefore, is no longer entitled to seek
recovery from the Reorganized Debtors.

Thus, the MHG Debtors ask the Court to disallow Claim No. 2908.
(Mariner Bankruptcy News, Issue No. 61; Bankruptcy Creditors'
Service, Inc., 215/945-7000)

Mariner Post-Acute Network, Inc., Mariner Health Group, Inc., and
scores of debtor-affiliates filed for chapter 11 protection on
January 18, 2000 (Bankr. D. Del. Case Nos. 00-113 through 00-301).  
Mark D. Collins, Esq., at Richards, Layton & Finger, P.A.,
represents the Reorganized Debtors, which emerged from bankruptcy
under the terms of their Second Amended Joint Plan of
Reorganization declared effective on May 13, 2002.


MED DIVERSIFIED: Court Confirms Second Amended Plan of Liquidation
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
confirmed the Second Amended Plan of Liquidation of Med
Diversified, Inc., (PINK SHEETS: MDDVQ; "Med"), by order dated
September 10, 2004.  The Plan will become effective on
September 17, 2004.  In the event it does not become effective on
that date, the Company will make a further announcement upon the
actual date of effectiveness.

As of the Plan's effective date, a designated officer will assume
corporate governance duties and possess the powers and authority
of the board of directors and the shareholders of Med.

As previously disclosed in public filings with the SEC, Med
shareholders will receive no distribution on account of their
shares.  The shares are expected to remain outstanding until Med
completes the transfer of ownership interests in the assets of its
subsidiary Tender Loving Care Health Care Services later this
year.  In any event, upon completion of this sale, all shares of
stock will be cancelled and Med will dissolve.

Copies of the confirmation order and the Plan have been attached
as an exhibit to Med's report on Form 8-K filed with the U.S.
Securities and Exchange Commission, and the Plan is also available
to download on Med's website.

The Bankruptcy Court also approved the plan of liquidation for
Med's subsidiary Resource Pharmacy, Inc, with the plan expected to
become effective this week.  Additionally, the Court confirmed the
plan of reorganization for certain of Med's other subsidiaries,
Chartwell Diversified Services, Inc., Chartwell Care Givers, Inc.
and Chartwell Community Services, Inc.  The Chartwell Debtors will
complete their reorganization and emerge from bankruptcy under the
ownership of Private Investment Bank Limited once the
reorganization plan becomes effective. Two other subsidiaries,
Chartwell Home Therapies and Chartwell Management Company, did not
file for bankruptcy protection.

Headquartered in Handover, Massachusetts, Med Diversified, Inc., -
- http://www.meddiversified.com/-- operates companies in various  
segments within health care industry, including pharmacy, home
infusion, multi- media, management, clinical respiratory services,
home medical equipment, home health services and other functions.  
The Debtors filed for bankruptcy protection on November 27, 2002
(Bankr. E.D.N.Y. Case No. 02-88564).  Toni Marie McPhillips, Esq.,
at Duane Morris LLP, represent Med Diversified.


MEDIACOM LLC: Moody's Reviewing Low-B Ratings & May Downgrade
-------------------------------------------------------------
Moody's Investors Service placed the ratings for Mediacom LLC, and
its subsidiaries who borrow under two separate bank credit
facilities), under review for possible downgrade.  At the same
time, Moody's affirmed all other ratings for the company and the
securities of ultimate parent Mediacom Communications Corporation
and its other subsidiaries, indicating that they are not expected
to be affected by the rating review.  These summarizes Moody's
current ratings for the company:

   Mediacom Communications Corporation

      * Senior Implied Rating -- B1 (affirmed)

      * Issuer Rating -- Caa1 (affirmed)

      * Liquidity Rating -- SGL-2 (affirmed)

      * Rating Outlook -- Stable

      * $172.5 million of 5.25% Senior Unsecured Convertible Notes
        due 2006 (July) -- Caa1 (affirmed)

   Mediacom LLC

      * $200 million of 8.5% Senior Unsecured Notes due 2008 -- B2
        (review for downgrade)

      * $125 million of 7.875% Senior Unsecured Notes due 2011 --
        B2 (review for downgrade)

      * $500 million of 9.5% Senior Unsecured Notes due 2013 -- B2
         (review for downgrade)

   Mediacom Southeast LLC

      * $450 million (approximately $380 million remaining) Senior
        Secured (stock only) Revolver due 2008 (2007 if 8.5%
        Mediacom LLC notes not refinanced) -- Ba3 (review for
        downgrade)

      * $100 million Senior Secured (stock only) Term Loan due
        2008 (2007 if 8.5% Mediacom LLC notes not refinanced) --
        Ba3 (review for downgrade)

   Mediacom Minnesota LLC

      * $450 million (approximately $380 million remaining) Senior
        Secured (stock only) Revolver due -- Ba3 (review for
        downgrade)

      * $100 million Senior Secured (stock only) Term Loan due --
        Ba3 (review for downgrade)

   Mediacom Broadband LLC

      * $400 million of 11.0% Senior Unsecured Notes due 2013 --
        B2 (affirmed)

   Mediacom Iowa LLC

      * $600 million (reduces beginning 12/31/04) Senior Secured
         (stock only) Revolver due 2010 -- Ba3 (affirmed)

      * $300 million Senior Secured (stock only) Term Loan due         
        2010 -- Ba3 (affirmed)

      * $500 million Senior Secured (stock only) Term Loan due
        2010 -- Ba3 (affirmed)

The review follows the company's announcement that it plans to
refinance the existing bank credit facilities available to the LLC
subsidiaries.  The review will focus on the anticipated change in
capital mix, which could result in higher expected loss severity
in a downside scenario, particularly considering the already weak
position of these instruments in the Ba3 and B2 rating categories,
and Moody's growing fundamental concerns about the company's
business prospects over the long term.  From a senior implied
perspective, the latter fundamental operating concerns are not new
and are already fully reflected in the B1 senior implied rating,
SGL-2 liquidity rating and former stable rating outlook.  Moody's
has become more concerned recently, however, and believes that
operating performance may continue to lag expectations given a
much more intensified competitive environment as expected in
future periods.  With the passage of time, the senior implied
rating in particular may come under some downward pressure, but it
is not at risk of being lowered at the present time.  Similarly,
the company's liquidity profile is only likely to be enhanced by
the pending transactions, although probably not by enough to
warrant an upgrade of this rating to SGL-1 given the very modest
level (particularly in comparison to debt levels) of free cash
flow expected to be generated over the next year.  The pending
shift in capital mix, however, is additive to the fundamental
concerns and the historically compressed notching of the company's
debt securities, particularly if as expected the relative recovery
prospects of these securities are worsened proforma for the
refinancing.

Specifically, Moody's is concerned about the effect of the
proposed transactions in terms of the likely layering-in of a
higher percentage of bank debt than exists today in the
capitalization of Mediacom LLC, to the detriment of existing
bondholders who are already structurally subordinated to a
significant amount of senior claims.  This would suggest:

     (i) that perhaps the current up-notching of the bank debt       
         above the senior implied rating may no longer be
         appropriate (given the higher proportion of bank debt as
         expected in the consolidated capitalization);

    (ii) that the currently compressed one-notch differential
         between the B2 rating for the intermediate holding
         company bonds of Mediacom LLC and the B1 senior implied
         rating should be widened further to reflect the
         incremental structural subordination of these claims; and

   (iii) the correspondingly greater potential loss severity of
         the same in a downside scenario.

Moody's will evaluate whether or not the changes in the company's
capital mix, and the specific terms and conditions of its pending
new bank credit facilities, place sufficient pressure on the
already weakly positioned instrument ratings to warrant a
downgrade of these securities.  In this regard, Moody's indicated
that any prospective downside risk to the ratings would likely be
limited to one notch only.

Moody's does not presently anticipate that the Mediacom LLC
refinancing (or any corresponding change in Mediacom LLC's or its
subsidiaries' ratings) will necessarily impact any of the existing
ratings for its sister company Mediacom Broadand (or its
subsidiaries) or its ultimate parent company Mediacom
Communications.  Moody's noted that it expects to conclude its
review in fairly short order.

Mediacom Communications Corporation is a domestic multiple system
cable operator serving approximately 1.49 million subscribers in a
wide variety of mostly rural markets.  Mediacom LLC is an
intermediate holding company, the subsidiaries of which serve
approximately 702 thousand subscribers in similar markets.  The
company maintains its headquarters in Middletown, New York.


MIRANT CORP: Court Approves Expanding Scope of PwC's Duties
-----------------------------------------------------------
Pursuant to Section 327(e) of the Bankruptcy Code, the U.S.
Bankruptcy Court for the Northern District of Texas gave Mirant
Corporation and its debtor-affiliates to expand the scope of
PricewaterhouseCoopers, LLP's employment as their consultants to
include:

   (a) the services authorized under the Original Employment
       Application; and

   (b) the services required in connection with the Testing and
       Tax Form Preparation as of June 14, 2004.

As reported in the Troubled Company Reporter on August 16, 2004,
the Debtors asked PwC to provide loan staff personnel to work with
Mirant Corporation's Internal Audit department under the
supervision of the V.P. Internal Audit in testing internal
controls associated with the Sarbanes Oxley Act of 2002 - Public
Company Accounting Reform and Investor Protection Act. PwC agreed
to provide the personnel for and assist the Debtors with the
Testing.  In connection with the Testing, PwC would, among other
things, assist the Debtors with testing of internal controls and
documenting results.

The Debtors also asked PwC to provide loan staff personnel to work
at Mirant's headquarters under the supervision of Mirant's
employees to prepare United States tax forms related to Debtors'
Asian operations.  PwC agreed to provide the personnel for and
assist the Debtors with the Tax Form Preparation. In connection
with the Tax Form Preparation, PwC would, among other things,
perform any necessary research and calculations in connection with
the completion of Forms 5471 and 8865 for Mirant's foreign
subsidiaries and foreign partnerships.

PwC will continue to coordinate its efforts with bankruptcy
counsel and other professionals retained by the Debtors and
clearly delineate its duties to prevent any duplication of effort.  
The Debtors believe that rather than resulting in any extra
expense to the Debtors' estates, the efficient coordination of
efforts of counsel will greatly add to the effective
administration in these Chapter 11 cases.  In particular, the
Debtors have taken special care to ensure that the services to be
provided by PwC with respect to the Testing will not be
duplicative to the services currently being provided by Ernst &
Young, LLP, with respect to Sarbanes Oxley compliance.

The Debtors understand that PwC intends to continue applying to
the Court for allowance of compensation and reimbursement of
expenses in accordance with the applicable provisions of the
Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, and
the Local Bankruptcy Rules for the Northern District of Texas for
all services performed and expenses incurred after the Petition
Date. The Debtors and PwC have agreed that the Debtors will
continue to pay PwC's customary hourly rates for services rendered
that are in effect from time to time, as set forth in the Original
Employment Application, and reimburse PwC according to its
customary reimbursement policies.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- together with its direct and indirect  
subsidiaries, generate, sell and deliver electricity in North
America, the Philippines and the Caribbean. The Company filed for
chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex.
03-46590). Thomas E. Lauria, Esq., at White & Case LLP represent
the Debtors in their restructuring efforts.  When the Company
filed for protection from their creditors, they listed
$20,574,000,000 in assets and $11,401,000,000 in debts.  (Mirant
Bankruptcy News, Issue No. 44; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


MORGAN STANLEY: Fitch Places Low-B Ratings on Six Cert. Classes
---------------------------------------------------------------
Fitch Ratings affirms the following classes of Morgan Stanley Dean
Witter Capital I Trust 2002-IQ2:

   -- $62.7 million class A-1 at 'AAA';
   -- $131.5 million class A-2 at 'AAA';
   -- $151 million class A-3 at 'AAA';
   -- $262.3 million class A-4 at 'AAA';
   -- $25.3 million class B at 'AA';
   -- $24.3 million class C at 'A';
   -- $7.8 million class D at 'A-';
   -- $7.8 million class E at 'BBB+';
   -- $7.8 million class F at 'BBB';
   -- $5.8 million class G at 'BBB-';
   -- $9.7 million class H at 'BB+';
   -- $5.8 million class J at 'BB';
   -- $3.9 million class K at 'BB-';
   -- $3.9 million class L at 'B+'.
   -- $2.9 million class M at 'B';
   -- $2.9 million class N at 'B-';

Fitch does not rate class O.

The rating affirmations reflect stable pool performance and
minimal transaction paydown.  As of the August 2004 distribution
date, the pool's aggregate certificate balance has decreased 7.1%
to $723.3 million from $778.6 million since issuance.  Of the
original 105 loans, 101 are currently outstanding.

ORIX Capital Markets, the master servicer, collected year-end 2003
financials for 95% of the pool.  Based on the information
provided, the resulting YE 2003 weighted average debt service
coverage ratio (DSCR) is 1.49 times (x), compared with 1.50x at YE
2002 and 1.36x from issuance for the same loans.  Currently, 2.39%
of the pool has DSCRs below 1.0x, while 26.4% have DSCRs above
2.0x.

The three credit assessed loans, Woodfield Mall, Joe Scott
Portfolio, and One Seaport Plaza (19.9% of the pool) remain
investment grade.  Fitch reviewed operating statement analysis
reports and other performance information provided by ORIX.  The
DSCR for each loan is 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.

The Woodfield Mall loan (8.4%) is secured by a 2.2 million square
foot mall located in Schaumburg, Illinois.  The YE 2003 Fitch-
stressed DSCR for this loan was 1.61x, compared with 1.66x at
issuance.  The $60.6 million outstanding balance represents the A
note interest in the senior portion of a pari passu loan with a
total outstanding balance of $293 million.  The decrease in DSCR
is due to a slight decrease in income for the YE 2003.  The
servicer-reported net operating income declined 0.36% since 2002.  
The 88% occupancy rate as of March 2004 remains the same as
compared at issuance.

One of the credit assessed loans, the Joe Scott Portfolio (3.3% of
the pool), is currently on the servicer's watchlist due to
decreased occupancy at some of the properties.  However, the
overall occupancy of the portfolio is down only slightly to 84.6%
for March 2004, as compared with 85.5% at issuance.  Additionally,
the portfolio benefits from overall low leverage of $40.36 per sf
and a short, 20-year amortization schedule that provides for
significant principal paydown over the term.  Fitch's stressed
DSCR for YE 2003 is 1.42x as compared with 1.65x at issuance.

One Seaport Plaza (8.3%) is secured by a 35-story, 1.1 million sf
office building located in downtown Manhattan, New York.  The loan
consists of a 32.2% ($60.0 million) pari passu interest in a
$186.6 million whole loan.  The Fitch-adjusted net cash flow as of
YE 2003 decreased approximately 10.4% since issuance, the
corresponding DSCR as of YE 2003 was 1.34x, compared with 1.48x at
issuance.  The decrease is due to tenant concessions being paid by
the borrower for recent leasing at the property.  Once those
concessions have been paid, the property's overall performance
should be in-line with the issuance.  Occupancy as of July 2004
has increased to 96.4%, compared with 82.0% at issuance.


MULTIFAMILY CAPITAL: Fitch Puts BB Rating on $3.6M Class D Notes
----------------------------------------------------------------
Fitch Ratings affirms Multifamily Capital Access One, Inc.'s
multifamily mortgage bonds, series 1, as follows:

   -- $64.5 million class A 'AAA';
   -- $124,673 class I 'AAA';
   -- $608,628 class P 'AAA';
   -- $2.4 million class B 'A';
   -- $2.0 million class C 'BBB';
   -- $3.6 million class D 'BB';

Fitch does not rate the $4.7 million surplus balance.

The rating affirmations reflect the transaction paydown and
subsequent increase in credit enhancement offsetting the decline
in pool performance.  As of the August 2004 distribution date, the
pool has paid down 28.3% to $73.3 million from $102.2 million at
issuance.  The pool is collateralized by 100% low-income housing
tax credit -- LIHTC -- multifamily properties.

As of year-end 2003, the weighted average debt service coverage
ratio -- DSCR -- for the pool has decreased to 0.89 times (x) from
1.06x as of YE 2002.  The weighted average DSCR was calculated
using financial statements collected as of August 2004 by the
master servicer, GMAC Commercial Mortgage Corp., for 100% of the
loans in the pool.  However, low DSCRs are not uncommon for LIHTC
properties, and tax credits often act as incentives for the
borrowers to keep the loans current.  Approximately 9.8% of the
loans' tax credits have expired, while an additional 24.8% will
expire by the end of 2005.

The pool benefits from the low leverage of the loans.  The average
loan per unit is below $20,000.  The pool also benefits from
overcollateralization in the amount of $4.7 million that serves as
a first loss piece.

There are currently eight specially serviced loans in the pool
(4.7%).  All of the loans are secured by properties in Wisconsin
and are held by the same borrower.  Possible losses associated
with the workout of these assets have been incorporated into
Fitch's analysis.

Fitch will continue to monitor the workout of these loans, as well
as the tax credit expirations.  With an increase in expected
losses, Fitch will revisit the ratings.


NATIONAL CENTURY: Has Until November 30 to Object to 131 Claims
---------------------------------------------------------------
The Unencumbered Assets Trust, and the VI/XII Collateral Trust, as
successors-in-interest to and transferees of National Century
Financial Enterprises, Inc., and its debtor-affiliates, sought and
obtained a Court order extending the deadline to object to 131
proofs of claim through November 30, 2004:

    Claimant                                    Claim Number
    --------                                    ------------
    Ayers, Donald H.                                     683

    Bank One, N.A., as Indenture Trustee           284 - 297

    Credit Suisse First Boston, LLC                 518, 822

    Credit Suisse First Boston, Cayman         502, 505, 506,
                                               507, 511, 512,
                                                         515

    Credit Suisse First Boston, New York            503, 504
                                               508, 509, 510
                                               513, 514, 516,
                                              517, 519 - 529
                                               823, 824, 835

    JPMorgan Chase Bank, as Trustee                628 - 658

    ING Capital Markets, LLC                       530 - 544

    Mendell, Thomas G.                         373, 378, 379

    Parrett, Rebecca S.                            679 - 682

    Pote, Harold W.                            375, 376, 377
                                               873, 874, 875

    Poulsen, Barbara                                     694

    Poulsen, Lance                             352, 887, 895


    Purcell & Scott, Co., L.P.A.                         688
                                               876, 877, 878

    Wilkinson, Eric R.                         371, 372, 374
                                               870, 871, 872

The extension of the Claims Objection Deadline will not apply to
those portions of the proofs of claim filed by JP Morgan Chase
Bank and Bank One, N.A., representing unpaid, principal, interest,
fees and charges under certain notes issued by the Debtors that
were allowed pursuant to the Order Disallowing Certain Duplicative
Noteholder Claims.

David A. Beck, Esq., at Jones Day, in Chicago, Illinois, tells the
Court that the Trusts' objections to the Extension Claims are
inextricably intertwined with the affirmative causes of action
that the Debtors' estates may hold against the Extension
Claimants.  The Trusts are currently in the process of
investigating those affirmative claims and factual matters that
may be highly relevant to the merits of their objections to the
Extension Claims.

The initial Bankruptcy Rule 2004 depositions authorized by the
Court will take place in September, and additional Court-
authorized depositions are likely to continue through October.  
The Trusts intend to substantially complete their Bankruptcy Rule
2004 investigations in the next three months and to file lawsuits
asserting affirmative causes of action against some or all of the
Extension Claimants no later than November 18, 2004.

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


NEXPAK CORP.: Committee Wants Fulbright & Jaworski as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in NexPak
Corporation and its debtor-affiliates' chapter 11 cases asks the
U.S. Bankruptcy Court for the Northern District of Ohio, Eastern
Division, for permission to retain Fulbright & Jaworski LLP as its
counsel.

Fulbright & Jaworski will:

    a) give the Committee advice as to its powers and duties;

    b) assist the Committee in its investigation of NexPak's
       affairs;

    c) assist the Committee in analyzing all applications,
       motions, responses, orders, statements, schedules,
       reports and other pleadings and legal documents filed
       with the Court;

    d) appear and represent the Committee at all hearings;

    e) assist and advise the Committee with regard to its
       communications to the general creditor body regarding the
       Committee's recommendations on any proposed plan of
       reorganization; and

    f) perform other legal services as may be required and in
       the interest of the unsecured creditors.

Zack A. Clement, Esq., William R. Greendyke, Esq. and Jonathan C.
Bolton, Esq., are the lead attorneys in these proceedings.  

The Debtors will pay the attorneys their hourly rates of:

            Attorneys                 Rate
            ---------                 ----
            Zack A. Clement           $595
            William R. Greendyke       500
            Jonathan C. Bolton         250

To the best of the Committee's knowledge, Fulbright & Jaworski is
a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

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


NORTEL NETWORKS: Terminations Prompts Moody's to Review B3 Rating
-----------------------------------------------------------------
Moody's Investors Service has placed the ratings of Nortel
Networks Lease Pass-Through Trust, Pass-Through Trust
Certificates, Series 2001-1 on review for possible downgrade.  The
Certificates are currently rated B3.

The review is in response to Moody's placing the corporate ratings
of Nortel Networks Limited on review for possible downgrade in
response to Nortel's announcement that the previous CEO, CFO and
Controller have all been terminated for cause.

Nortel Networks Corporation is a global telecom networking
solutions provided headquartered in Brampton, Ontario, Canada.

                            *   *   *

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

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


NYLIM STRATFORD: Fitch Junks $16 Million Preference Shares
----------------------------------------------------------
Fitch Ratings downgrades the ratings of three classes of notes and
affirms the rating of one class of notes issued by NYLIM Stratford
CDO 2001-1, Ltd.  These rating actions are effective immediately:

   -- $286,701,324 class A notes affirmed at 'AAA';
   -- $40,000,000 class B notes downgraded to 'AA-' from 'AA';
   -- $30,351,623 class C notes downgraded to 'B+' from 'BBB-';
   -- $16,000,000 preference shares downgraded to 'CCC-' from
      'BB-'.

Furthermore, the class C notes and preference shares are removed
from Rating Watch Negative.

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

The rating of the class C notes addresses 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 preference shares addresses the likelihood that
investors will receive ultimate payments resulting in a 1.0%
dividend as well as the initial preference share rated balance by
the legal final maturity date.

Stratford is a collateralized debt obligation -- CDO -- managed by
New York Life Investment Management, LLC, which closed
April 12, 2001.  Stratford will remain in its reinvestment period
through the payment occurring in April 2006.  Currently, Stratford
is composed of:

   * 31.3% residential mortgage-backed securities -- RMBS,
   * 27.0% real estate investment trusts -- REITs,
   * 19.6% asset-backed securities -- ABS,
   * 10.1% corporate debt,
   * 9.2% commercial mortgage-backed securities -- CMBS, and
   * 2.8% CDOs.

Since closing, the collateral has deteriorated, affecting various
quality tests and projected cash flow.  The class A/B
overcollateralization -- OC -- ratio and class C OC ratio have
decreased from 113.9% and 104.4%, respectively, to 109.1% and
99.8%, respectively, as of the most recent trustee report dated
Aug. 31, 2004.  The class A/B OC ratio is passing its test level
of 107% while the class C OC ratio is failing its test level of
100.25%.  Both the class A/B interest coverage -- IC -- and the
class C IC tests are passing their respective levels at 119.6% and
106.2%.  Assets rated 'BB+' or lower represented approximately
15.0%, and assets rated 'B+' or lower represented approximately
6.2% as of the most recent trustee report.  The Fitch collateral
quality test is passing at 6.17% versus a trigger of 16%.
Additionally, the Fitch WARF is 18 ('BBB/BBB-') and is passing its
average life, weighted average coupon, and weighted average spread
tests.

Fitch conducted cash flow modeling utilizing various default
timing and interest rate scenarios to measure the breakeven
default rates relative to the minimum cumulative default rates
required for the rated liabilities.  For more information on the
Fitch Vector Model, see 'Global Rating Criteria for Collateralized
Debt Obligations,' dated Aug. 1, 2003, available on Fitch's web
site at http://www.fitchratings.com/

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


PACIFIC GAS: Settles Energy Services Ventures' Claims
-----------------------------------------------------
Energy Services Ventures, Inc., filed Claim No. 8846 for  
$2,557,836 in Pacific Gas and Electric Company's Chapter 11 case,  
for amounts allegedly due with respect to third party billing  
charges, and for certain energy and related services sold by ESV  
in wholesale electricity markets.  On July 29, 2003, ESV  
commenced a proceeding under Chapter 11 of the Bankruptcy Code  
before the United States Bankruptcy Court for the District of  
Maryland.

On January 8, 2004, the Debtor filed these claims in the ESV  
Bankruptcy Case:

   * A claim for at least $380,249 for amounts allegedly due on
     account of certain pension liabilities allocated to ESV; and

   * A claim for least $54,233 for amounts allegedly owed
     pursuant to a Energy Service Provider Service Agreement
     dated May 1, 2000, between the Debtor and ESV.

In accordance with the Debtor's confirmed Reorganization Plan, on  
April 12, 2004, the Debtor notified ESV that it was assuming the  
ESP Agreement.  The Debtor stated that no cure amount was due ESV  
with respect to the Agreement.

On May 12, 2004, ESV sent a letter disputing the Debtor's  
assertion that no cure amount was due.  ESV initiated a dispute  
regarding the contract cure in accordance with the provisions of  
the Plan regarding contract cure disputes.  ESV alleged that the  
Debtor owed it not less than $623,028.

To resolve the claims and avoid further litigation, the Debtor  
and ESV entered into a stipulation.  The parties agree that:

   (a) ESV's Claim No. 8846 will be allowed for $647,685 in the
       Debtor's Chapter 11 case;

   (b) The Debtor's Claims will be allowed for $434,482,
       consisting of $380,249 on account of the Pension Claim,
       and $54,233 on account of the ESP Claim;

   (c) The automatic stay is modified in the ESV Bankruptcy Case
       for the purpose of allowing the parties to set off the
       Debtor's Allowed Claim against ESV's Allowed Claim;

   (d) The Allowed ESV Claim will be deemed satisfied to the
       extent of $434,482 pursuant to the set-off, leaving a
       balance of $213,203.  The Debtor will pay the balance by
       check or by wire transfer;

   (e) The Cure Dispute will be deemed resolved by the set-off
       and the payment of the Balance;

   (f) The Debtor's Allowed Claim in the ESV Bankruptcy Case will
       be considered fully satisfied pursuant to the set-off.
       The Debtor will assert no further set-off rights against
       the Balance.  The Debtor, however, reserves its rights to
       assert other set-offs against any other claim by ESV or
       its affiliates; and

   (g) The Stipulation does not address, and will not affect, a
       portion of the ESV Claim related to the California Power
       Exchange, California Independent System Operator, and the
       California Polar Power Brokers, LLC.  All parties reserve
       their rights with respect to that portion of the ESV
       Claim.

Headquartered in San Francisco, California, Pacific Gas and
Electric Company -- http://www.pge.com/-- a wholly owned  
subsidiary of PG&E Corporation (NYSE:PCG), is one of the largest
combination natural gas and electric utilities in the United
States.  The Company filed for Chapter 11 protection on April 6,
2001 (Bankr. N.D. Calif. Case No. 01-30923).  James L. Lopes,
Esq., William J. Lafferty, Esq., and Jeffrey L. Schaffer, Esq., at
Howard, Rice, Nemerovski, Canady, Falk & Rabkin represent the
Debtors in their restructuring efforts.  On June 30, 2001, the
Company listed $23,216,000,000 in assets and $22,152,000,000 in
debts.  Pacific Gas and Electric emerged from chapter 11
protection on April 12, 2004, paying all creditors 100 cents-on-
the-dollar plus post-petition interest.  (Pacific Gas Bankruptcy
News, Issue No. 83; Bankruptcy Creditors' Service, Inc.,
215/945-7000)   


PACIFICARE HEALTH: Fitch Affirms Double-B Debt Ratings
------------------------------------------------------
Fitch Ratings affirmed all debt ratings assigned to PacifiCare
Health Systems, Inc.  The Rating Outlook is Stable.  The rating
actions affect approximately $615 million of debt outstanding.

The affirmation follows PacifiCare's announcement that it intends
to acquire all of the outstanding shares of American Medical
Security Group, Inc., a publicly traded health insurer based in
Green Bay, Wisconsin, for $502 million in cash plus $30 million of
assumed debt.  The addition of American Medical would add close to
314,000 fully insured commercial health members, split roughly
equal between individual and small group, and is expected to be
closed in the first quarter of 2005, subject to customary
approvals.

Fitch believes that the acquisition of American Medical makes good
strategic sense given PacifiCare's stated goal to grow its
individual and small group membership and to further diversify
away from the large block of government business.  Fitch expects
that American Medical will provide PacifiCare with increased
operating scale, improved geographical diversification, and
management expertise in the individual and small group business.

While the transaction offers a number of strategic benefits and
cost-saving opportunities, Fitch will monitor the company's
ability to manage any potential integration risk.  PacifiCare
intends to fund the purchase price with a $400 million term loan
to be negotiated under its new bank agreement and the remainder
from internally generated cash.  On a pro forma basis,
PacifiCare's financial leverage (as defined by the ratio of total
debt/capital) is expected to increase from 25% at June 30, 2004 to
approximately 33%.  Fitch does expect PacifiCare to reduce
outstanding debt following the acquisition and reduce financial
leverage to approximately 25% by year-end 2005.  Fitch expects
EBIT/interest coverage ratios to remain above 10 times.

PacifiCare's ratings also reflect:

   * its well established competitive position in several major
     markets,

   * improved outlook for the Medicare Advantage program following
     the passage of the Medicare Modernization Act in 2003, and

   * the positive steps taken over the past two years to improve
     profitability and strengthen its balance sheet.

The Company's strategy has focused on expanding its operating
margins in both the senior and commercial segments through:

   * termination of unprofitable accounts,
   * improved underwriting and pricing actions,
   * benefit design, and
   * reduced overhead.

While Fitch believes that improvements in margins in 2004 will be
modest compared with 2003, profitability is expected to improve,
driven mainly by expanding membership growth in the senior and
small group and individual segments.  The ratings also consider:

   * PacifiCare's large Medicare exposure,

   * Fitch's outlook for increased commercial pricing competition
     in 2004-2005, and

   * challenges associated with rising medical costs and evolving
     regulatory environment.

PacifiCare Health Systems, Inc., affirmations as follows:

   -- 3.0% convertible subordinated debentures 'BB'/Stable;
   -- 10.75% senior unsecured notes due 2009 'BB+'/Stable;
   -- Bank loan rating 'BB+'/Stable;
   -- Long-term rating 'BB+'/Stable.


PARMALAT USA: Farmland Gets Court Okay to Sell Alabama Subsidiary
-----------------------------------------------------------------
Farmland Dairies LLC, a Parmalat USA Corporation debtor-affiliate,
reported that its subsidiary, Milk Products of Alabama LLC, will
be sold for US$21.7 million.  Milk Products is 80% owned by
Farmland and 20% by a minority shareholder.

The United States Bankruptcy Court for the Southern District of
New York approved the sale on September 15, 2004, which Farmland
expects to close with the buyer by September 30, 2004.

"Farmland conducted a thorough auction process under section 363
of the Bankruptcy Code which attracted several interested buyers,"
said James Mesterharm, Farmland's Chief Restructuring Officer.  
"The offer received represents the highest recovery to [Milk
Products'] creditors.  Additionally, the sale of [Milk Products]
is a key step in Farmland's restructuring plan enabling us to
focus on our core shelf stable and fresh milk businesses and
emerge from Chapter 11 as a stronger, more competitive company."

Farmland entered Chapter 11 in February 2004 and is currently
under the leadership of a new management team that is working
toward bringing Farmland out of bankruptcy protection as a stand-
alone company.

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


PARMALAT USA: Farmland Gets Court Okay to Hire Two Executives
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave authority to Farmland Dairies, LLC, a Parmalat USA
Corporation debtor-affiliate, to employ:

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

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

As reported in the Troubled Company Reporter on September 6, 2004,
the Debtors required additional senior management to work in
concert with James A. Mesterharm, the Chief Restructuring Officer,
and Martin J. Margherio, the President and Chief Operating
Officer, to implement restructuring initiatives and effectively
manage its business and financial operations.

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

                    Services to be Provided

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

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

                         Qualifications

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

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

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

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

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


PENOBSCOT FROZEN: Voluntary Chapter 7 Case Summary
--------------------------------------------------
Debtor: Penobscot Frozen Foods, Inc.
        P.O. Drawer 229
        Belfast, Maine 04915

Bankruptcy Case No.: 04-11759

Type of Business: The Debtor manufactures potato appetizers,
                  baked, gourmet and super-stuffed blended
                  potatoes.  See http://www.penobscotff.com/

Chapter 11 Petition Date: September 14, 2004

Court: District of Maine (Bangor)

Judge: Louis H. Kornreich

Debtor's Counsel: Curtis E. Kimball, Esq.
                  Rudman & Winchell
                  P.O. Box 1401
                  Bangor, ME 04402-1401
                  Tel: 207-947-4501

Total Assets: $0

Total Debts:  $5,787,953

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


POTLATCH CORP: Names Robert DeVleming as Acting CPD Vice President
------------------------------------------------------------------
L. Pendleton Siegel, Chairman and Chief Executive Officer of
Potlatch Corporation (NYSE:PCH), named Robert P. DeVleming, 51,
acting Vice President of the company's Consumer Products Division.

Mr. DeVleming, who will continue to be headquartered in Lewiston,
Idaho, replaces Craig H. Nelson, who has resigned to accept
employment with another company.

"While we regret Craig Nelson's departure, we wish him well in his
new career," Mr. Siegel said.  "During his 25-year career with
CPD, Craig contributed considerably to both the division and to
Potlatch." Mr. Siegel noted that Nelson was one of the architects
of the division's strategy of providing its private label
customers with premium tissue products, equal to major brands.
"That strategy continues to serve us well," he said.

Mr. DeVleming has been a Vice President since 1998 and a CPD
employee since 1978.  A Washington State University graduate, Mr.
DeVleming joined the company as an hourly employee and advanced
through supervisory ranks in manufacturing before assuming a
managerial position in sales and marketing in 1985.  He
subsequently served as operations manager for the division and was
named Vice President, Marketing and Sales, in 1998 and Vice
President, Tissue Expansion, in 2002 before being named Vice
President, Sales, in 2003.

Mr. Siegel expressed confidence that Mr. DeVleming's extensive and
varied background with the division would result in a smooth
leadership transition.  "Bob has been a part of our CPD management
team during the evolution of the division's marketing and
manufacturing strategy and has been a key player in increasing the
division's private label market share," Mr. Siegel stated.

                        About the Company

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

                          *     *     *

On June 29, 2004, Potlatch Corporation entered into a new
unsecured bank credit facility with Bank of America, N.A., as
Administrative Agent, and several lenders party thereto, which
replaced a bank credit facility that expired by its terms on
June 28, 2004.

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

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


RC2 CORP: Moody's Assigns Ba3 Rating to $185M Credit Facilities
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 first-time senior implied
rating to RC2 Corporation and assigned a Ba3 rating to its
proposed $185 million senior secured credit facilities.  In
addition, RC2 was assigned a speculative grade liquidity rating of
SGL-2.  The long-term debt ratings reflect:

     (i) RC2's moderate leverage profile on a pro forma basis;

    (ii) its diversified customer base and stable, well-known
         license portfolio; and

   (iii) its success to date in integrating acquisitions, while
         sustaining strong operating margins and expanding
         products and sales of the acquired businesses.

The ratings also consider RC2's ongoing business transformation
from automotive replicas to a broader product array, and the
company's relatively short-track record in the challenging
traditional toy and infant product categories.  The ratings
outlook is stable.

These ratings were assigned:

   * Senior implied rating, Ba3;

   * $100 million senior secured revolving credit facility due
     2008, Ba3;

   * $85 million senior secured term loan facility due 2008, Ba3;

   * Speculative grade liquidity rating, SGL-2;

   * Senior unsecured issuer rating, B1.

Borrowings under the credit facilities will fund the purchase of
The First Years -- TFY -- and the refinancing of RC2's existing
revolver and term debt (some of which was assumed to fund the
June 2004 acquisition of Playing Mantis for $19.5M, or 7.2x
adjusted LTM EBITDA of $2.7 million, as adjusted for private
company expenses, duplicative professional fees and inventory
rationalization costs, at December 2003).  Similarly, the TFY
purchase price of approximately $136.8 million, represents a 7.0x
multiple of adjusted LTM EBITDA of $19.3 million, as adjusted for
duplicative public company expenses, at March 31, 2004.

RC2's ratings are supported by its modest pro forma debt levels
following the transactions, which in combination with high
profitability, enable the company to maintain strong credit
metrics:

   * debt-to-EBITDA below 2x,
   * EBITDA less capex interest coverage around 9x, and
   * high double-digit free cash flow to funded debt.

RC2's impressive operating margins (historical EBITDA margins over
20%), benefit from the company's outsourced and scaleable business
model, as evidenced by the significant cost savings the company
has achieved with its historical acquisitions.  Further, strong
profits are supported by the company's upscale toy products (such
as Thomas & Friends Wooden Railway System and Lamaze) and its
focus on growing known, collectible brands (such as John Deere),
many of which are sold through specialty retail outlets.

In recent years, RC2 has greatly expanded acquired product lines,
which has offset sales declines in its automotive replica
businesses.  These successes enhance the company's long-standing
retail and licensor relationships.

Despite these credit strengths, the ratings are constrained by the
material and ongoing transformation of RC2's business from
automotive replicas to a broader toy and infant product line.  The
acquisitions of TFY and Playing Mantis will increase RC2's sales
by over 50%, and follow its 2003 purchase of Learning Curve
International (traditional and children's toys) that similarly
impacted revenues.  The company's limited scale and track record
in traditional toy and infant product categories is of particular
concern due to the presence of large, well-resourced branded
competitors (such as Mattel, Hasbro and Newell), the potential for
operating results to experience volatility due to changing
consumer preferences, and the profit pressures associated with
increasing sales concentration in the mass channel.  Despite the
diversification benefits of the TFY acquisition, RC2's sales and
profits are concentrated in a limited number of licensed brands,
and its cash flows are highly seasonal.

The stable ratings outlook recognizes:

     (i) RC2's strength in the rating category and its de-
         leveraging capacity even under highly stressed scenarios;

    (ii) its potential for integration-related cost savings; and

   (iii) its credible growth initiatives through expanded and new
         product lines.

However, the stable outlook also considers the potential for
additional acquisition activity as the company continues its
business transformation, as well as the possibility for sales and
profit pressures due to the above-mentioned industry concerns and
legacy product line declines.

Moody's believes that downward rating pressures are highly
unlikely over the next twelve-to-eighteen months, given the
substantial cushion that RC2's moderate debt levels provide for
performance erosion or debt-financed acquisitions.  That said,
Moody's could become uncomfortable with current rating levels
should RC2's debt-to-EBITDA materially exceed 4x.  Conversely,
Moody's would likely consider positive rating actions if RC2
maintains a conservative financial profile through the integration
of acquisitions, thereby diversifying its product/brand portfolio
and establishing a longer-term successful track record in new
categories.

The SGL-2 rating reflects RC2's good liquidity position, as the
company is expected to produce positive cash flows even under
highly sensitized scenarios that would be well in excess of its
term loan amortization requirements over the coming four quarters.  
The company's strong profit margins and modest debt levels
underpin this view.  Further benefiting the SGL-2 rating is the
expectation that proposed covenant levels provide a substantial
cushion relative to anticipated performance such that RC2 is
highly likely to maintain orderly access to its credit lines.  
However, Moody's notes that the SGL rating is very weak in the
category due to RC2's significant usage of its revolving credit
facility to fund its seasonal working capital needs, and its
limited ability to supplement the line with cash balances due its
high term loan amortization requirements.  Although Moody's
anticipates that the revolver will provide sufficient liquidity
over the rating horizon, peak usage provides only a modest cushion
for unexpected borrowing needs.  The SGL rating is further
constrained by RC2's limited alternative liquidity sources,
excluding capital transactions, as the vast majority of the
company's assets will be pledged to the rated facilities.

The senior secured credit facilities are rated at the Ba3 senior
implied level due to their predominant position in the debt
structure.  Tangible asset support may not be sufficient to fully
cover borrowings in a distressed scenario.  However, Moody's notes
that the company's owned brands, particularly The First Years,
could provide intangible asset support.  The facilities will be
drawn by RC2's subsidiaries with cross-guarantees from the various
borrowers, as well as guarantees from RC2 and its domestic
subsidiaries.  The facilities will be secured by all tangible and
intangible assets of RC2 and its domestic subsidiaries.

Headquartered in Oakbrook, Illinois, RC2 Corporation is a leading
designer, producer and marketer of collectibles, toys and infant
products.  The company sells products under its own brands
including Ertl, Learning Curve and Racing Champions as well as
under licenses from well-recognized companies such as John Deere
and Thomas & Friends.


RCN CORP: Employs Spencer Stuart to Search for New CEO
------------------------------------------------------
Judge Drain authorizes RCN Corporation and its debtor-affiliates
to employ Spencer Stuart as executive search consultants to assist
in their efforts to recruit a new Chief Executive Officer.

RCN's current CEO, David C. McCourt, plans to step down as soon  
as a new Chief Executive Officer is hired.

The Debtors will select and retain the successor CEO only after  
consulting with, and obtaining the consent of, the Official  
Committee of Unsecured Creditors.

Jay M. Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom,  
LLP, in New York, says that Spencer Stuart is well suited to  
provide the executive search services required by the Debtors.   
Spencer Stuart is a global executive search firm that identifies,  
interviews and evaluates potential executive and board candidates  
for corporations seeking to hire such candidates.  Spencer Stuart  
has nearly 50 years of industry experience, employs nearly 300  
consultants, and operates a cohesive network of more than 50  
offices in 25 countries.  Spencer Stuart also developed an  
international network of professionals experienced in both local  
and multi-national businesses, conducting more than 4,000  
executive searches annually.  Its clients range from small,  
emerging companies to Fortune 500 companies.  It is the  
undisputed leader in CEO and Board recruitment, with a 60% market  
share in CEO Recruitment for Fortune 500 companies.

Spencer Stuart also has vast experience in, and an international  
reputation for, successfully assisting companies in locating  
high-level executives.  Additionally, Spencer Stuart provides  
extensive services to its clients, including defining profiles of  
ideal candidates, selecting potential candidates, and  
facilitating the hiring of the candidates.

Pursuant to an August 3, 2004 engagement letter, the Debtors  
agree to compensate Spencer Stuart according to these terms:

   (a) The Debtors will pay Spencer Stuart a professional fee
       equal to the greater of $150,000 or one-third of the
       actual first year's total cash compensation, including any
       potential bonus.

   (b) The Debtors will pay Spencer Stuart a $150,000 retainer
       to be applied towards the Professional Fee in three
       monthly installments.  Each installment will include a
       $5,000 overhead fee to cover the average cost, on a
       typical assignment, of office telephone, postage, computer
       communication, reprographics and contracted research.  If
       applicable, there will be a final professional fee
       installment to adjust the retainer to one-third of the
       agreed upon compensation of the executive hired.
       Additionally, the Debtors will reimburse Spencer Stuart
       for any applicable state and city service taxes.

   (c) If the Debtors terminate Spencer Stuart's employment for
       any reason within the first month, the Professional Fee
       will be equal to the first retainer installment plus any
       associated overhead and expenses the firm incurred.  If
       the Debtors terminate Spencer Stuart's employment for any
       reason after the first month, the Professional Fee,
       associated overhead, and expenses will be prorated on a
       90-day basis.

   (d) The Debtors will reimburse Spencer Stuart for:

       -- the actual out-of-pocket expenses of consultants and
          candidates' interview and travel-related expenses like
          videoconferencing costs, airfare, car rental and taxi
          fares, parking, meals, and lodging, and costs of any
          special report generated, and expedited delivery costs;

       -- the prorated portion of any out-of-office
          communications expenses, including cellular phone
          charges; and

       -- the cost of any supplemental background checks
          requested by the Debtors.

   (e) The Debtors agree that if they hire any person that has
       been presented or identified to them other than for the
       position of CEO, within one year from the completion or
       termination of the search assignment, they will pay
       Spencer Stuart a fee equal to 1/3 of the first year total
       cash compensation for each person, including any potential
       first year bonus.

All amounts to be paid by the Debtors to Spencer Stuart under the  
Engagement Letter are due as billed and are not contingent on the  
Debtors actually hiring a candidate presented by Spencer Stuart.  
Spencer Stuart will be deemed to have completed the search  
assignment successfully regardless of whether the candidate was  
recruited internally or introduced by another source.  If the  
Chief Executive Officer position has not been filled within six  
months, Spencer Stuart will conduct a detailed review of the  
engagement with the Debtors, after which it may terminate the  
engagement or submit a supplementary proposal letter, which may  
incorporate additional fees.

Spencer Stuart agrees that if a person is hired as Chief  
Executive Officer and is subsequently terminated for cause within  
one year, for reasons that Spencer Stuart should have identified,  
then it will conduct a replacement search for no additional fee.   
The Debtors will reimburse Spencer Stuart for any expenses  
incurred in conducting any replacement search.

Spencer Stuart General Counsel David Rasmussen assures the Court  
that the firm does not represent or hold any interest adverse to  
the Debtors' estates or their creditors.  Spencer Stuart is a  
"disinterested person" within the meaning of Section 101(14) of  
the Bankruptcy Code.

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


RISING SUN PROPERTIES LLC: Voluntary Chapter 11 Case Summary
------------------------------------------------------------
Debtor: Rising Sun Properties L.L.C.
        2640 East Sunset Road
        Las Vegas, Nevada 89120

Bankruptcy Case No.: 04-19784

Chapter 11 Petition Date: September 15, 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: $3,200,000

Total Debts: $2,213,030

The Debtor does not have any unsecured creditors.


RIVERSIDE FOREST: Tells Shareholders Again to Ignore Tolko Bid
--------------------------------------------------------------
Riverside Forest Products Limited (TSX: RFP) filed a
Directors' Circular providing shareholders with a formal
recommendation on the unsolicited offer from Tolko Industries Ltd.
to purchase all of the outstanding common shares of
Riverside it does not already own at a price of C$29.00 per share.  
In the Circular, the Riverside Board unanimously recommends that
shareholders reject the Tolko offer and not tender their shares.

Among the reasons cited by the Board and the Special Committee
are:

   -- The offer is priced at valuation multiples substantially
      below those derived from recent comparable transactions;

   -- It does not reflect the value of Riverside's current
      business or its growth prospects;

   -- It does not reflect Riverside's substantial cash on hand,
      which represents approximately C$17.88 per share;

   -- It also does not reflect the potential for return of the
      US$88.4 million (or approximately C$8.00 per share) that
      Riverside has on deposit with the United States government
      or accrued in respect of countervailing and anti-dumping
      duties to August 31, 2004;

   -- The offer does not recognize the substantial increase in
      profits (an estimated C$20 million or C$2.12 per share in
      annual synergies) expected from Riverside's recent
      acquisition of Lignum Limited;

   -- The offer represents a substantial discount to the current
      market price of Riverside's shares (a 17% discount to Sept.
      15's closing price).

Riverside has received opinions from each of BMO Nesbitt Burns
Inc. and Bear, Stearns & Co. Inc. to the effect that the Tolko
offer is inadequate from a financial point of view.  

Gordon W. Steele, Riverside Chairman, President and Chief
Executive Officer, said: "Riverside's Board is aggressively
pursuing value-maximizing alternatives.  Numerous parties are
actively reviewing the financial, operating and other information
in our data room, and we have met with and given presentations to
a number of interested parties.  We feel that process may lead to
a significantly better proposal than the Tolko offer."

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

                         *     *     *

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

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

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


SCHLOTZSKY'S: Wants Ordinary Course Professionals to Continue
-------------------------------------------------------------
Schlotzsky's, Inc., and its debtor-affiliates, ask the U.S.
Bankruptcy Court of the Western District of Texas, San Antonio
Division, for permission to retain professionals it turns to in
the ordinary course of its business without bringing formal
employment applications to the Court every time.

In the day-to-day performance of its duties, the Debtor regularly
calls upon various professionals, including attorneys, consultants
and other professionals to assist in legal matters or areas of the
law unrelated to bankruptcy or reorganization, such as multi-state
employment law and domestic and international intellectual
property law advice.

Because of the nature of the Debtors' businesses, it would be
costly, time-consuming and administratively cumbersome to require
each Ordinary Course Professional to file and prosecute separate
employment and compensation applications.  The Debtors submit that
the uninterrupted service of the Ordinary Course Professionals is
vital to their ability to reorganize.

The Debtors assure the Court that the compensation of each
professional will not exceed $25,000 per month.

Headquartered in Austin, Texas, Schlotzsky, Inc.
-- http://www.schlotzskys.com/-- is a franchisor and operator of  
restaurants.  The Debtors filed for chapter 11 protection on
August 3, 2004 (Bankr. W.D. Tex. Case No. 04-54504).  Amy Michelle
Walters, Esq. and Eric Terry, Esq., at Haynes & Boone, LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from its creditors, they listed
$111,692,000 in total assets and $71,312,000 in total debts.


TEKNI-PLEX: Says Unmet Covenants Trigger Default on Bank Loans
--------------------------------------------------------------
Tekni-Plex, Inc., expects to report a net loss for the 12 months
ending July 2, 2004.  As a result, it is currently in default of
its Revolving Credit Agreement and Senior Secured Term Loan due
2008 as it has breached the financial covenants contained therein.
Tekni-Plex is currently in discussions with its bank group
regarding a waiver of the defaults and amendment to these
financial covenants.

                        About the Company

Tekni-Plex, Inc., is a global, diversified manufacturer of
packaging, products, and materials for the healthcare, consumer,
and food packaging industries.

At March 26, 2004, Tekni-Plex's balance sheet showed a $55,751,000
stockholders' deficit, compared to a $64,811,000 deficit at June
27, 2003.


TENET HEALTHCARE: Hooper Lundy Advises Doctors' Group in Purchase
-----------------------------------------------------------------
National health law firm Hooper, Lundy & Bookman, Inc., represents
a group of community physicians in its agreement to purchase
Midway Hospital Medical Center from a subsidiary of Tenet
Healthcare Corporation (NYSE:THC).

Physicians of Midway, Inc., a group of physicians affiliated with
the hospital, agreed to purchase the 225-bed hospital in a
transaction valued at an estimated $10 million.

"In this day of hospital and emergency room closures, this was a
particularly rewarding transaction to be a part of," said Robert
Valencia, a principal of Hooper, Lundy & Bookman and lead partner
on the deal, along with Robert Lundy. "The unwavering dedication
of this group of doctors throughout this very complex negotiation
is reflective of their commitment to the hospital, its employees
and the community."

Under terms of the agreement, Midway plans to continue all of its
existing services, including its emergency department. In
addition, all existing labor union contracts will remain in force.

Midway Hospital Medical Center represents the second successful
purchase agreement Hooper, Lundy & Bookman has handled this year
on behalf of clients purchasing hospitals from Tenet. The firm
previously represented AHMC, Inc., which entered into an agreement
to purchase four acute care hospitals from Tenet in July, 2004.

                 About Hooper, Lundy & Bookman

With offices in Los Angeles, San Francisco and San Diego, and
clients in 46 states, Hooper, Lundy & Bookman, Inc. is the largest
law practice in the country dedicated solely to the representation
of health care providers. For more than 17 years, the firm has
provided a full spectrum of services, including business
transactions; provider reimbursement; operational issues;
licensing and certification; fraud and abuse compliance and
defense; and litigation services.

                         *     *     *

As reported in the Troubled Company Reporter on June 21, 2004,
Standard & Poor's Ratings Services said that the ratings and
outlook on Tenet Healthcare Corp. (B/Negative/--) will not be
affected by an increase in the size of the company's new
senior unsecured note issue due in 2014, to $1 billion from
$500 million.  Tenet used $450 million of the proceeds to repay
debt due in 2006 and 2007, and the balance will be retained in
cash reserves.  Despite the additional debt and interest costs,
Standard & Poor's considers the additional liquidity provided by
the cash, as well as the effective extension of maturities, to be
offsetting factors. The ratings already consider expectations of
weak operating performance and cash flow over the next year while
the negative outlook incorporates the risk of ongoing litigation
and investigations related to the hospital chain's operations.


UAL CORP: Wants Court OK to Restructure 14 Aircraft Finance Deals
-----------------------------------------------------------------
UAL Corporation and its debtor-affiliates ask the Court for
permission to settle, compromise and restructure 14 aircraft
financing arrangements.  After several months of vigorous
negotiations, the Debtors, the French Leveraged Leaseholders and
General Electric Company have agreed to amend and restructure the
14 Aircraft Finance Arrangements pursuant to a term sheet.  The
Aircraft Finance Arrangements consist of:

   (a) leases;

   (b) secured loans, other secured debt or debt-related
       agreements; or

   (c) trust indenture, mortgage, participation, indemnity and
       other agreements, documents or instruments.

Certain of the Arrangements are French Leveraged Leases.  The  
aircraft with FLL financing are Tail Nos. N819UA, N820UA, N825UA  
and N826UA.  The remaining Arrangements are U.S. Leveraged Leases  
or Secured Financings with GE.  The aircraft with GE financing  
are Tail Nos. N926UA, N931UA, N939UA, N940UA, N947UA, N949UA,  
N950UA, N952UA, N953UA and N954UA.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, tells the Court  
that the Debtors need to maximize their fleet utility at the  
lowest possible cost.  The Debtors analyzed several aircraft  
financings, and considered the financing structure and related  
equipment in light of the projected demand for air travel, flight  
schedules, maintenance requirements, labor costs and other  
business factors.  After careful review, the Debtors determined  
that terms of the 14 Aircraft Finance Arrangements are burdensome  
to the estates.  The rate under the leases exceeds the current  
market value and the payment obligations far outweigh the  
benefits that the Debtors receive from using the Aircraft.

The Term Sheet reserves the FLL Leaseholder's and GE's rights to  
assert administrative expense claims and a general unsecured non-
priority prepetition claim for payment obligations that became  
due before the Petition Date and remained unpaid.

Mr. Sprayregen asserts that the transactions contemplated in the  
Term Sheet are beneficial to the Debtors' estates because they  
provide:

   (1) reductions in the Debtors' rental payment and other  
       obligations;

   (2) limitations on the FLL's and GE's administrative and  
       general unsecured claims; and

   (3) reduction in the length of the terms of the Aircraft  
       Financing Arrangements to meet the Debtors' current fleet  
       plan.

Because the Term Sheet contains confidential commercial  
information, it is filed with the Court under seal.  The Debtors  
will provide copies of the Term Sheet to the Official Committee  
of Unsecured Creditors' professionals, the Aircraft Leasing  
Subcommittee and the DIP Lenders.

Headquartered in Chicago, Illinois, UAL Corporation --  
http://www.united.com/-- through United Air Lines, Inc., is the   
holding company for United Airlines -- the world's second largest  
air carrier. The Company filed for chapter 11 protection on  
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M.  
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts. When the Debtors filed for
protection from their creditors, they listed $24,190,000,000 in
assets and $22,787,000,000 in debts. (United Airlines Bankruptcy
News, Issue No. 59; Bankruptcy Creditors' Service, Inc., 215/945-
7000)   


UAL CORP: Objects to Indianapolis Airport's Administrative Claims
-----------------------------------------------------------------
The Indianapolis Airport Authority owns and operates the  
Indianapolis International Airport.  The IAA and the Debtors are  
parties to a Master Lease Agreement, dated December 1, 1991.  The  
Debtors lease non-residential real property and personal property  
from the IAA, including equipment, machinery and other tangible  
personal property.  With the Court's permission, the Debtors  
rejected the Master Lease on May 9, 2003.  Subsequently, the  
Debtors vacated the IAA's premises.

                $119,257 Facilities Rental Charges

Henry A. Efroymson, Esq., at Ice Miller, in Indianapolis,  
Indiana, tells the Court that the Debtors have incurred various  
fees and charges related to their use of the IAA's facilities and  
services.  Pursuant to the Lease Agreements, the Debtors are  
obligated to pay a number of fixed and variable rental charges to  
the IAA on a monthly basis.

Mr. Efroymson reports that the Debtors accrued $119,257 in rental  
charges for the use of the IAA's facilities and services from the  
Petition Date through December 31, 2002.  The amount remains  
unpaid.  The IAA previously asked the Court to compel the Debtors  
to immediately pay their outstanding lease obligations.  The  
Court, however, denied the IAA's request.

                $2,101,957 Project Rental Charges

Pursuant to the Master Lease, the Debtors are also obligated to  
make project rental payments to the IAA at specified intervals  
during the term of the Master Lease.  The Project Rentals  
consists of three components:

   -- A rental payable, due without demand, on May 14 and
      November 14 of each year in an amount equal to the
      "principal of, interest or premium payments due" on certain
      special facility revenue bonds;

   -- A $3 rental payable, due without demand, on November 30 of
      each year; and

   -- A $3,000 rental payable upon demand on November 30 of each
      year as payment for administrative expenses normally
      incurred in the administration of the Master Lease.

According to Mr. Efroymson, the Debtors accrued $2,101,957 in  
Project Rental charges for the use of the IAA's facilities from  
the Petition Date through May 9, 2003.  The amount remains  
unpaid.

                         Non-Rent Claims

Upon the Debtors' rejection of the Master Lease, the IAA found  
that the Debtors took numerous tools, inventory and equipment  
upon leaving the premises.  The IAA estimates the Missing  
Property to be worth not less than $935,000.  Also, the Debtors  
deferred or curtailed necessary and required preventive  
maintenance and repairs to the IAA's property that they were  
obligated to perform.  Now, the IAA must repair its property and  
incur substantial costs and expenses.  However, exact figures are  
not available as the IAA is conducting a comprehensive audit.

The IAA demands immediate payment of its administrative expense  
claims.

                          Debtors Object

The Debtors relate that in June 1995, the Indianapolis Airport  
Authority issued $220,705,000 in the Indianapolis Airport  
Authority 6.50% Special Facility Revenue Bonds, Series 1995A  
(United Air Lines, Inc., Indianapolis Maintenance Center  
Project).  The IAA used the proceeds to finance the construction  
and improvement of an aircraft maintenance and overhaul facility  
-- Indianapolis Maintenance Center -- at the airport.  The Bonds  
are special limited obligations of the IAA, payable solely from  
and secured by a pledge of, among others, (i) the "rentals" to be  
received by the IAA under the Master Lease related to the  
Debtors' use of those portions of the IAA's Facility financed  
through the Bonds and (ii) certain amounts held by The Bank of  
New York, as trustee, in a Bond Fund and Construction Fund.

The Master Lease requires the Debtors to pay to:

   -- the IAA a monthly "ground rental" for the Site; and

   -- The Bank of New York the Facilities Rentals.

With the issuance of the Bonds, the Debtors and the IAA entered  
into a supplement to the Master Lease to set forth the principal,  
interest and premium payments due on the Bonds and payable as  
Facilities Rentals under the Master Lease.  The Debtors note that  
certain portions of the Master Lease and the Supplement are  
structured as "disguised" financing arrangement.  The Bank of New  
York guarantees the Debtors' obligations.

The Debtors assert that the IAA improperly bases its Facilities  
Rental and Project Rental Claims on the prorated debt service on  
the Bonds with respect to the Bonds payable under the Master  
Lease accruing during the postpetition, pre-rejection period.   
The Debtors assert that the IAA does not have the right to  
collect and retain the debt service under the Master Lease and  
the Bond Agreement.  The IAA does not, nor can it, base any  
portion of its Claims on the ground rentals payable with respect  
to the Site.  The Debtors paid all ground rental payable with  
respect to the Site that arose during the postpetition, pre-
rejection period.  The Debtors contend that the financing portion  
of the Master Lease is separate and independent from the lease  
portion of the Master Lease.

In May 2003, the Court held that all requests for allowance and  
payment of administrative rent under their unexpired non-
residential real property leases for the period from the Petition  
Date through December 21, 2003, would not proceed until the  
relevant unexpired lease has been rejected.  Consistent with the  
Stub Rent Order, the Debtors assert that the IAA has to wait  
until its relevant lease is rejected.  To date, the Debtors have  
yet to assume or reject their Lease of Premises Agreement and  
Office Lease Agreement with the IAA.

In the alternative, if the IAA's Facilities Rental and Project  
Rental Claims are allowed, then the IAA has access to funds  
sufficient to satisfy its Claim.  The IAA need not make a  
separate administrative claim against the Debtors' estate.

The Debtors also contend that the IAA grossly overestimates its  
Facilities Rental and Project Rental Claims.  At the very least,  
the Claims should be limited.  The IAA calculated its Claims by  
prorating expected rental payments from the Petition Date through  
May 9, 2003, and subtracting the funds held by The Bank of New  
York, as Trustee.  However, the Debtors argue that the IAA is  
only entitled to the reasonable rental value of the Indianapolis  
Maintenance Center during this period minus amounts already  
received, to avoid duplicity of claims.

The Debtors paid $290,400 in ground rentals.  The IAA also took a  
$4,600,000 offset from the Bond and Construction Fund.  The  
Debtors' appraiser, Transportation Planning, Inc., prepared an  
aggregate fair market rental appraisal with respect to the  
Indianapolis Maintenance Center and concluded that the fair  
market rental value for the period from the Petition Date through  
May 9, 2003, is $5,380,000.

Accordingly, the IAA's Facilities Rental and Project Rental  
Claims should be reduced to $489,600.

Headquartered in Chicago, Illinois, UAL Corporation --  
http://www.united.com/-- through United Air Lines, Inc., is the   
holding company for United Airlines -- the world's second largest  
air carrier. The Company filed for chapter 11 protection on  
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M.  
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts. When the Debtors filed for
protection from their creditors, they listed $24,190,000,000 in
assets and $22,787,000,000 in debts. (United Airlines Bankruptcy
News, Issue No. 59; Bankruptcy Creditors' Service, Inc., 215/945-
7000)   


UNIVERSAL ACCESS: Section 341(a) Meeting Slated for Sept. 30
------------------------------------------------------------
The United States Trustee for Region 11 will convene a meeting of
Universal Access Global Holdings, Inc.'s creditors on September
30, 2004, at 1:30 p.m., at 227 West Monroe Street, Room 3330 in
Chicago, Illinois.  This is the first meeting of creditors
required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Headquartered in Chicago, Illinois, Universal Access
-- http://www.universalaccess.com/-- provides network  
infrastructure services and facilitates the buying and selling of
capacity on communications networks.  The company, and its
affiliates, filed for a chapter 11 protection on August 4, 2004
(Bankr. N.D. Ill. Case No. 04-28747).  John Collen, Esq., and
Rosanne Ciambrone, Esq., at Duane Morris LLC, represent the
Company.  When the Debtor filed for protection from its creditors,
it listed $22,047,000 in total assets and $24,054,000 in total
debts.


UNIVERSAL ACCESS: Needs Until Oct. 4 to File Schedules
------------------------------------------------------
Universal Access Global Holdings, Inc., and its debtor-affiliates
ask the U.S. Bankruptcy Court for the Northern District of
Illinois, Eastern Division, for an extension, until October 4,
2004, to file their schedule of assets and liabilities, statement
of financial affairs and list of executory contracts and unexpired
leases pursuant to section 521 of the Bankruptcy Code.

The Debtors explain to the Court that due to the size and
complexity of their businesses, they need more time to gather the
necessary information to accurately prepare their schedules and
statements.

The Debtors add that the individuals who will prepare the
schedules and statement are also preparing the Company's second
quarter Form 10-Q for filing with the SEC.

Headquartered in Chicago, Illinois, Universal Access
-- http://www.universalaccess.com/-- provides network  
infrastructure services and facilitates the buying and selling of
capacity on communications networks.  The company, and its
affiliates, filed for a chapter 11 protection on August 4, 2004
(Bankr. N.D. Ill. Case No. 04-28747).  John Collen, Esq., and
Rosanne Ciambrone, Esq., at Duane Morris LLC, represent the
Company.  When the Debtor filed for protection from its creditors,
it listed $22,047,000 in total assets and $24,054,000 in total
debts.


US LEC: S&P Assigns B- Corporate Credit Rating & Negative Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Charlotte, North Carolina-based competitive local
exchange carrier -- CLEC -- US LEC Corp.  The outlook is negative.  

A 'B-' rating was assigned to the company's proposed $150 million
second-priority senior secured floating-rate notes due 2009 to be
issued under Rule 144A with registration rights.  These notes are
rated at the same level as the corporate credit rating because a
potential priority obligation, in the form of a carve-out for a
maximum $10 million of first-priority lien debt under the
indenture for these notes, is nominal relative to asset value.
Proceeds from the notes will be used to refinance approximately
$120.4 million of bank debt and $6.8 million of subordinated notes
at face value.  Pro forma for the refinancing, US LEC had total
debt of about $150 million ($160 million after adjusting for
operating leases) at June 30, 2004.

"Ratings primarily reflect concerns over the longer-term viability
of small CLECs like US LEC in light of the expected increase in
competitive pressure from more formidable rivals," said Standard &
Poor's credit analyst Michael Tsao.  "As a result, we expect some
deterioration in currently modest leverage metrics."  US LEC,
which has a "smart build" network comprising owned switches and
leased loops, focuses on providing voice, data, and Internet
services to mid- and large-size enterprises in 107 markets in
which either Verizon Communications, Inc., or BellSouth Corp.
operates as the incumbent local exchange carrier -- ILEC.

Despite the commodity nature of the services it provides, US LEC
has been winning market share from both ILECs by providing better
customer service (in the areas of billing, problem resolution, and
network provisioning), aggressively targeting prospects with a
direct sales force, and pricing services at a slight discount.   
Solid execution of this strategy has enabled the company to
significantly grow its customer base, generate positive EBITDA
margins (about 14% for the six months ended in June 2004), and
recently become free cash flow breakeven.  The strategy, along
with the use of three-year customer contracts, has kept monthly
churn at less than 0.7%.

Two factors, however, will likely make the sustainability of the
company's recent performance difficult in the years ahead.  First,
as ILECs encounter increased competition in their residential
business from cable telephony, they will likely target the
business segment much more aggressively through a combination of
improved service and competitive pricing.  US LEC and other small
CLECs are not well positioned to face such pressure on a prolonged
basis due to their limited financial resources.  Second, given
that a substantial portion of its network is leased, there is
always the risk that EBITDA margins would be squeezed in the event
that lease rates move unfavorably.  US LEC leases essentially all
of its loops under volume discount contracts that generally last
up to three years.

Lease rates could move higher should a large number of customers
defect to competitors, resulting in lower volume.  Also, carriers
that lease loops to the company may choose to offer less favorable
wholesale rates when contracts expire.


VERTIS INC: Terminates Leveraged Leases in 5 Austrian Properties
----------------------------------------------------------------
Vertis, Inc., entered into a termination and release agreement
whereby Vertis has terminated its leasehold interest in five real
estate properties located in Austria.

Net proceeds of approximately $31 million, after transaction
expenses, will be primarily used to reduce amounts outstanding
under the Company's revolving credit facility.  As a result of the
transaction, the Company will record a non-cash loss related to
the termination and release of approximately $44 million in the
third quarter of 2004.  Under the terms of the Company's existing
debt agreements, the loss will be excluded from debt covenant
compliance calculations.

                        About the Company

Vertis, Inc. -- http://www.vertisinc.com/-- is the premier  
provider of targeted advertising, media, and marketing services
that drive consumers to marketers more effectively.  Its
comprehensive products and services range from consumer research,
audience targeting, creative services, and workflow management to
targeted advertising inserts, direct mail, interactive marketing,
packaging solutions, and digital one-to-one marketing and
fulfillment.  Headquartered in Baltimore, Maryland, with
facilities in the U.S. and U.K., Vertis combines best-in-class
technology, creative resources, and innovative production to serve
the targeted marketing needs of companies worldwide.

At June 30, 2004, Vertis, Inc.'s balance sheet showed a
stockholders' deficit of $363,552,000,compared to a deficit of
$342,198,000 at December 31, 2003.


VOEGELE: U.S. Trustee Names 7-Member Creditors' Committee
---------------------------------------------------------
The United States Trustee for Region 3 appointed seven creditors
to serve on an Official Committee of Unsecured Creditors in
Voegele Mechanical, Inc.'s Chapter 11 case:

    1. Quality Heating & Sheet Metal, Inc.
       Attn: Grace Gibson
       1318 West Luzerne Street
       Philadelphia, Pennsylvania 19140
       Tel: 215-229-3354, Fax: 215-229-3398

    2. Economy Plumbing & Heating Supply Co., Inc.
       Attn: Ross Abrams
       5700 Musgrave Street
       Philadelphia, Pennsylvania 19144
       Tel: 215-852-8738, Fax: 215-893-8534

    3. Plumbers Local Union No. 690 Industry Funds
       Attn: Thomas J. McNulty
       2791 Southampton Road
       Philadelphia, Pennsylvania 19154
       Tel: 215-677-6900, Fax: 215-677-6936

    4. Steamfitter's Local No. 420 Benefit Plans
       14420 Townsend Road, Suite B
       Philadelphia, Pennsylvania 19154
       Tel: 267-350-2600, Fax: 267-350-2605

    5. Danco, Inc.
       Attn: Stephen M. Packman
       One Centennial Square
       Haddonfield, New Jersey 08033
       Tel: 856-795-2121, Fax: 856-795-0574

    6. G.W. Metal Products, Inc.
       101 Sycamore Avenue, Building #131
       Folson, Pennsylvania 19033
       Tel: 610-461-4917, Fax: 610-461-4917

    7. Luthe Sheet Metal, Inc.
       Attn: Gary G. Luthe
       209 Highland Avenue
       Westmont, New Jersey 08108
       Tel: 856-869-9880, Fax: 856-869-8948

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense.  They may investigate the Debtors' business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Headquartered in Philadelphia, Pennsylvania, Voegele Mechanical,
Inc. -- http://www.voegele.net/-- is a heating, air conditioning,  
refrigeration, plumbing and electrical contractor.  The Company
filed for a chapter 11 protection on August 3, 2004 (Bankr. E.D.
Pa. Case No. 04-30628).  Rhonda Payne Thomas, Esq., at Klett
Rooney Lieber and Schorling, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection it
estimated its assets and debts at more than $10 million.


* BOOK REVIEW: Small Business in American Life
----------------------------------------------
Author:     Stuart W. Bruchey
Publisher:  Beard Books
Hardcover:  408 pages
List Price: $34.95

Order your personal copy at
http://amazon.com/exec/obidos/ASIN/158798184X/internetbankrupt

The seventeen essays, most by professors of history or
economics, were written at the invitation of Bruchey to
compose an "American Report" at the International Commission
on the History of Social Movements and Social Structures
convened in Bucharest, Rumania, in 1980. Bruchey's twenty-
seven page "Introduction" is the "Report" he delivered; while
the seventeen essays he referred to for this are included as
they were given to him.

Bruchey's "Introduction" and the essays reflect the American
view that small business is a special, much-valued
opportunity offered by American society and the economy;
while at the same time it is an expression of the society's
prized values of individuality, enterprise, ambition, and
vision. Many modern-day large corporations affirm these
values by hiring gambits and public relations highlighting
their similarities to small businesses and regularly
reminding employees and consumers of their beginnings as
small businesses.

As Bruchey states, "The urge to be an entrepreneur, to be
one's own boss, is virtually universal." The essays elaborate
on the variety of ways this urge pursued by individuals has
played out in society and the economy in the course of
American history. With the small population of Colonial times
removed from the centuries-old society of England, the
entrepreneurial-minded and talented stood out both as
exemplars and originators of the American economy. Also, the
requirements for survival and security in the wilderness of
early America called for entrepreneurial activities. Thus,
the entrepreneur was a recognized, valued figure in American
society in ways he was not in Europe even though the economic
systems were basically the same.

One of the first essays is "The Revolutionary Charleston
Mechanic" by Richard Walsh, a Professor of History at
Georgetown University. The Charleston mechanic is taken as
one of the "three influential classes in Charleston during
the Colonial and Revolutionary periods." The mechanics were
found in all sectors of the local economy--shipbuilding,
barrel-making, tanning, making candles, and others. At first,
they were regarded as below the merchants in social status,
with the British administrators and aristocrats the top
class. But the mechanics bridled at their low status and the
competition from English goods. They were kept from
participating in public affairs. As Walsh relates by citing
particular members of this mechanic class and political and
legal changes, the Charleston mechanics eventually elected
representatives to the city Assembly, gained favorable laws
for their own goods with respect to imports and taxes,
improved their social status by becoming owners of large
homes, and influenced Colonists beyond Charleston by trade
with other colonies. The aims and activities of the
Charleston mechanics in the 1700s became a blueprint for the
activism of following generations of Americans down to today.

The last two essays are "Economics and Culture in the Gilded
Age Hatting Industry" and "The Role of Small Business in the
Process of Skill Acquisition." These two essays represent the
approach of each collected essay in using a relatively
specialized topic to illustrate the broader and lasting place
or effects of small business in the economy and society. The
former essay on the hatting industry illustrates the place of
small business even in the era when many of today's major
corporations and industries such as transportation were
bringing great changes to the American economy. The latter
essay examines how the acquisition of skills which are the
basis for a small business, even modest skills such as shoe
repair or needlework, by lower-class people and immigrants
indicates an aptitude and a desire for improvement that
contributes to the economy and overall social progress.

Bruchey's "Small Business in American Life" cannot help but
add to any reader's appreciation of small business and
entrepreneurialism in America. With its varied, solid essays
by knowledgeable academics, the work evidences how small
business in varied, often unrealized ways throughout
different periods of American history has indicated the
vitality of American ideals and opportunities, and while
doing this contributed substantively to the economy.

Stuart W. Bruchey held the Allan Nevins chair in American
Economic History at Columbia University for twenty years. He
has also been President of the Economic History Association
and Co-President of the International Commission on the
History of Social Movements and Social Structures.

                           *********

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

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

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

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

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

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

                            *********

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

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

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

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

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



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