TCR_Public/040922.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, September 22, 2004, Vol. 8, No. 204

                           Headlines

ACCESS WORLDWIDE: Appoints Stedman Stevens as President & CEO
ADAHI INC: Hires Belding Harris as Bankruptcy Counsel
ADAHI: Creditors Must File Proofs of Claim by Jan. 25
ADELPHIA COMMS: Formally Launches Sale of Seven Strategic Clusters
ADESA INC: ALLETE Completes Distribution of Shares to Stockholders

AINSWORTH: Inks Pact on Private Placement of $450M Senior Notes
AIRLEASE LTD: Will End Partnership & Make Final Cash Distribution
AMERIQUEST MORTGAGE: Fitch Puts BB+ Rating on $2.3M Certificates
ANTARES PHARMA: Common Stock Begins Trading on AMEX Tomorrow
ARMSTRONG: Inks Delta Energy Natural Gas Purchase & Sale Accord

BEAR STEARNS: Fitch Pares Class BV's Rating to BB from BBB-
CHESAPEAKE ENERGY: Declares Quarterly Stock Dividends
CHIQUITA BRANDS: S&P Raises Corporate Credit Rating to B+ from B
COEUR D'ALENE: Wheaton Clarifies the Process for Rejecting Offer
CRYSTAL US: S&P Assigns B- Rating to $513M Senior Discount Notes

DEX MEDIA: Automating Production & Cutting 6% of Workforce
DIGITAL LIGHTWAVE: Inks Pacts to Restructure Optel Debts
ECHOSTAR DBS: S&P Assigns BB- Rating to $1 Billion Senior Notes
FAIRFAX FINANCIAL: Repurchases $60.3 Million Senior Notes
FLOW INTERNATIONAL: Will Release 2005 First Quarter Results Today

FRANK'S NURSERY: Hires Proskauer Rose as Bankruptcy Counsel
G-STAR 2002: Fitch Affirms $8.078M Class D Notes' BB- Rating
GLOBAL CROSSING: Expects to File SEC Reports by Oct. 8
GOING HOME PIZZA: Case Summary & 20 Largest Unsecured Creditors
HANOVER DIRECT: 1-for-10 Reverse Stock Split Takes Effect Today

HYPERFEED: Elects to Voluntarily Delist Stock from Nasdaq SmallCap
INTEGRATED HEALTH: Chancery Rules on Committee Suit Against IHS
INTERMET CORP: Potential Default Prompts S&P to Junk Ratings
IPSCO INC: Raises Third Quarter Earnings Expectations by 40%
JARDEN CORP: S&P Places B+ Credit Rating on CreditWatch Negative

JOSTENS INC: Offers to Pay 11.9% More for 12-3/4% Sr. Sub. Notes
KEY ENERGY: Discloses Selected Financial Data
LENTEK: American Biophysics Wins Mosquito Trap Infringement Suit
MCI INC.: Fitch Puts B Rating on $5.665B Senior Unsecured Notes
MICROCELL TELECOM: Inks Cash Take-Over Bid Agreement with Rogers

MIRANT CORPORATION: Court Approves Transcanada Compromise
NATIONAL BENEVOLENT: Moody's Affirms Junk Long-Term Debt Rating
NATIONAL CENTURY: Trust Wants HCA Claim Reduced to $1,992,756
NATIONAL MARINE: Court Dismisses Bankruptcy Case in One Day
NOMURA CBO: S&P Places Junk Ratings on CreditWatch Positive

PARMALAT USA: Has Until September 30 to File Chapter 11 Plan
PEGASUS SATTELITE: Plans to Pay Prepetition Loan Obligations
PLIANT CORPORATION: Names James Ide as New Chief Financial Officer
PROVELL INCORPORATED: Court Formally Closes 2002 Bankruptcy Case
QUANTA SERVICES: First Reserve Offering 20 Million Shares for Sale

REFCO GROUP: Inks MOU Allowing Hantec Use of RefcoFX Trader System
SCHLOTZSKY'S INC: Pursues Process to Put Company in New Hands
SEMCO ENERGY: Names Peter Clark Vice President & General Counsel
SK GLOBAL: Court Appoints Moon Ho Kim as Creditor Trustee
SOUTHWEST HOSPITAL: Hires Hunton & Williams as Special Counsel

SPX CORP: Fitch Places Double-B rating on Debt with Stable Outlook
TANGER FACTORY: S&P Lifts Corporate Credit Rating to BBB-
TCW LINC: S&P Puts Class A-2's B+ Ratings on CreditWatch Negative
TECO ENERGY: Will Webcast Financial Update on Monday
TEKNI-PLEX: Moody's Junks Notes & Puts B3 Rating on Facilities

THERMACLIME INC: S&P Affirms & Removes B- Corporate Credit Rating
TRICO MARINE: Receives Notice of Default and Guarantee Demand
US AIRWAYS: Hires Seabury Aviation as Restructuring Advisor
US AIRWAYS: Gets Court Approval to Continue Fuel Supply Agreements
US AIRWAYS: Gets Dispatchers' Support on Plans to Lower Cost

USG CORPORATION: Wants Until March 1, 2005, to Decide on Leases
USG CORPORATION: Baron & Budd Asks Court to Ease Rule 2019 Order
VLASIC: 6 More Witnesses Take the Stand in $250M Suit vs. Campbell
WET SEAL: Lerach Coughlin Commences Securities Class Action Suit
WORLDCOM INC: Browning & Pinkston Balks at Barring Trespass Cases

* Former Aetna Executive L.E. Shaw Joins Gibson Dunn as Counsel
* AssetLink LP Establishes Office in Denver

* Upcoming Meetings, Conferences and Seminars

                           *********

ACCESS WORLDWIDE: Appoints Stedman Stevens as President & CEO
-------------------------------------------------------------
Access Worldwide Communications, Inc., (OTC Bulletin Board: AWWC),
reported the addition of J. Stedman Stevens as President and Chief
Executive Officer of Access Worldwide's AM Media Communications
Group, effective September 10, 2004.  AM Medica is Access
Worldwide's strategic medical education business located in New
York City.

In the position, Mr. Stevens, age 46, oversees budgeting, business
development, operations and client relations for the medical
education business.  He reports directly to Access Worldwide's
Chairman and Chief Executive Officer, Shawkat Raslan.

Mr. Stevens has more than twenty years of experience in the
pharmaceutical, physician marketing and consumer product sectors.
Most recently, he was President and Chief Operating Officer of
Pharmaceutical Research Plus, a patient recruitment and clinical
trial support company.  Earlier, he was Chief Executive Officer
and President of Blitz Research, a healthcare marketing company.

Mr. Raslan commented, "We are delighted that Stedman has accepted
to join our team. His addition will complete our reorganization
effort at AM Medica."

"I am excited by the opportunities facing Access Worldwide and AM
Medica," remarked Mr. Stevens. "AM Medica has in place the
management team, skills, experience and vision to continue
expanding in the medical education industry. My role as President
and CEO of AM Medica will be to expand our sales initiatives and
diversify our product offerings."

Founded in 1983, Access Worldwide -- whose June 30, 2004 balance
sheet shows a stockholders' deficit of $3,498,275 compared to a
deficit of $3,749,674 at December 31, 2003 -- provides a variety
of sales, marketing and medical education services.  Among other
things, the company reaches physicians, pharmacists and patients
on behalf of pharmaceutical clients, educating them on new drugs,
prescribing indications, medical procedures and disease management
programs. Services include product stocking, medical education,
database management, clinical trial recruitment and teleservices.
For clients in the telecommunications, financial services,
insurance and consumer products industries, the company reaches
the established mainstream and growing multicultural markets with
multilingual teleservices.  Access Worldwide is headquartered in
Boca Raton, Florida and has over 1,000 employees in offices
throughout the United States.  More information is available at
http://www.awwc.com/


ADAHI INC: Hires Belding Harris as Bankruptcy Counsel
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada gave its
permission for Adahi, Inc., to employ Belding, Harris & Petroni,
Ltd., as its bankruptcy counsel.

Belding Harris will:

     a) prepare and file Chapter 11 petitions, lists of secured
        and unsecured creditors;

     b) prepare and file schedules and statements of financial
        affairs;

     c) attend and be responsible for hearings, pretrial
        conferences, and trials arising from the bankruptcy
        filing (specifically excluding any representation in
        state court and federal court, unless previously agreed)
        or any related litigations;

     d) prepare, file and present to the Bankruptcy Court of any
        pleadings necessary to protect the legal interests of
        the Debtor, including sales of real and personal
        property, injunctive relief requests under section 105
        and any appropriate adversary actions;

     e) prepare, file and present to the Bankruptcy Court a
        disclosure statement and plan of reorganization under
        Chapter 11 of Title 11 of the United States Code;

     f) review all claims made by creditors and interested
        parties, and of any objections to claims which are
        disputed; and

     g) prepare and present a report of implementation of the
        plan of reorganization and request for final decree
        closing the Chapter 11 case.

Stephen R. Harris, Esq., Chris D. Nichols, Esq., and Gloria M.
Petroni, Esq., will be the lead attorneys in this proceeding. Mr.
Harris discloses that the Debtor paid a $10,000 retainer. Mr.
Harris will bill the Debtor an hourly rate of $325, Mr. Nichols
will charge at $275 per hour, and Ms. Petroni will charge at $325
per hour. Paraprofessionals who will provide assistance will
charge the Debtor from $30 to $100 per hour.

Belding Harris does not have any interest adverse to the Debtor or
its estate.

Headquartered in Incline Village, Nevada, Adahi Inc. filed for
chapter 11 protection on September 13, 2004 (Bankr. D. Nev.
Case No. 04-52718). When the Debtor filed for protection from its
creditors, it estimated more than $10 million in debts and assets.


ADAHI: Creditors Must File Proofs of Claim by Jan. 25
-----------------------------------------------------
The United States Bankruptcy Court for the District of Nevada set
January 25, 2005, as the deadline for all creditors owed money by
Adahi, Inc., on account of claims arising prior to Sept. 13, 2004,
to file their proofs of claim.

Creditors must file written proofs of claim on or before the
January 25 Claims Bar Date and those forms must be delivered to:

              Patricia Gray
              Clerk of the Bankruptcy Court
              300 Booth Street
              Reno, Nevada 89509

The Claims Bar Date applies to all claims except for governmental
units.

Headquartered in Incline Village, Nevada, Adahi, Inc., filed for
chapter 11 protection on September 13, 2004 (Bankr. D. Nev. Case
No. 04-52718). Stephen R. Harris, Esq., at Belding, Harris &
Petroni, Ltd., represents the Company in its restructuring
efforts. When the Debtor filed for protection from its creditors,
it estimated assets and debts of over $10 million.


ADELPHIA COMMS: Formally Launches Sale of Seven Strategic Clusters
------------------------------------------------------------------
As part of its continuing effort to maximize value for all of its
constituents, Adelphia Communications Corporation (OTC: ADELQ)
formally launched its sale process.  As part of that process,
Adelphia will allow interested parties to bid on any or all of
seven strategic clusters of cable systems, organized principally
by geography and ability to operate as standalone entities.

The clusters are:

   * Northern New England/Eastern New York;
   * Cleveland/Greater Ohio Valley;
   * Florida/Southeast;
   * California/Western;
   * Virginia/Maryland/Colorado Springs/Kentucky;
   * Pennsylvania; and
   * Western New York & Connecticut.

"By dividing the company into seven distinct strategic clusters,
we believe we can maximize value for Adelphia's wide range of
creditors and other stakeholders," said Bill Schleyer, chairman
and CEO.  "Our goal in grouping the clusters is to produce a
robust sale process by offering maximum flexibility for all
interested parties including strategic and financial buyers.  We
have already signed confidentiality agreements with many parties
and are pleased with the level of preliminary interest."

Final bids for the assets are expected by year-end.  UBS
Investment Bank and Allen & Company LLC are financial advisors for
the Adelphia sale process.

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


ADESA INC: ALLETE Completes Distribution of Shares to Stockholders
------------------------------------------------------------------
ADESA, Inc. (NYSE: KAR) reported that its majority stockholder,
ALLETE, Inc., completed the distribution of a stock dividend to
all ALLETE stockholders.  All ADESA shares previously owned by
ALLETE were distributed.

As anticipated, one share of ADESA common stock was distributed to
stockholders of record as of September 13, 2004 for each share of
ALLETE common stock outstanding, resulting in a total distribution
of 88.6 million shares of ADESA.  The distribution was structured
to qualify as a tax-free stock dividend to ALLETE shareholders and
was done in book-entry form.

David Gartzke, Chairman of ADESA, commented, "We are excited to
have completed the full separation of ADESA from ALLETE.  I
believe ADESA is well positioned as a stand-alone company and I
expect that the market will now better reflect the value of
ADESA."  Mr. Gartzke stepped down as Chairman of ALLETE in
conjunction with the distribution and now serves as ADESA's
Chairman, CEO and President.

Refer to ADESA's Registration Statement on Form S-1 as declared
effective on June 15, 2004 for further discussion of this
distribution, including the terms and conditions to which the
distribution was subject.

                       About ADESA, Inc.

ADESA, Inc., -- http://www.adesainc.com-- headquartered in
Carmel, Indiana, completed its initial public offering of 6.25
million primary shares in June, 2004.  ADESA's holdings include 53
ADESA used vehicle auctions, 28 Impact salvage auctions and 81 AFC
loan production offices across North America.

                         *     *     *

As reported in the Troubled Company Reporter on June 4, 2004,
Standard & Poor's Rating Services assigned its 'B+' rating to
ADESA Inc.'s proposed $125 million senior subordinated notes due
2012, and affirmed its 'BB' corporate credit and senior secured
ratings on the Carmel, Indiana-based operator of wholesale used-
vehicle auctions and provider of used-vehicle floorplan financing.
The outlook is stable.


AINSWORTH: Inks Pact on Private Placement of $450M Senior Notes
---------------------------------------------------------------
Ainsworth Lumber Co. Ltd. entered into a purchase agreement in
connection with the Rule 144A private placement of US$275 million
aggregate principal amount of 7.25% senior unsecured notes due
October 1, 2012 and US$175 million aggregate principal amount of
floating rate senior unsecured notes due October 1, 2010.
Ainsworth intends to use the net proceeds of the offering of the
Senior Notes, together with cash on hand, to fund its previously
announced acquisition from Potlatch Corporation of three OSB
facilities located in northern Minnesota.  The acquisition is
expected to close this week.

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

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 16, 2004,
Moody's Investors Service assigned a B2 rating to Ainsworth Lumber
Co. Ltd.'s proposed US$450 million new note issues.  The new notes
are being issued to fund Ainsworth's US$457.5 million purchase of
Potlatch Corporation's oriented strandboard -- OSB -- assets, and
will rank equally with Ainsworth's existing senior unsecured
notes.  Accordingly, the ratings on the existing notes, as well as
Ainsworth's senior implied and issuer ratings, were downgraded to
B2.  The ratings outlook is stable.

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

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


AIRLEASE LTD: Will End Partnership & Make Final Cash Distribution
-----------------------------------------------------------------
Airlease Ltd., (OTC Bulletin Board: AIRL), reported that its Board
of Directors of its General Partner approved the termination of
the Partnership as of September 30, 2004.  As part of terminating
the Partnership and completing the dissolution, winding up and
liquidation of Airlease, the Board of Directors approved a final
cash distribution of 8.5 cents per unit.  The distribution will be
paid on October 15, 2004, to holders of record as of the close of
business on September 30, 2004.  As a result of the termination of
Airlease, trading in the units will cease after
September 30, 2004.


Airlease Ltd., A California Limited Partnership has been engaged
in the business of acquiring, either directly or through joint
ventures, commercial jet aircraft, and leasing such aircraft or
parts thereof to domestic and foreign airlines, freight carriers
and charter companies.  The general partner of the Partnership is
Airlease Management Services, Inc.


AMERIQUEST MORTGAGE: Fitch Puts BB+ Rating on $2.3M Certificates
----------------------------------------------------------------
Ameriquest Mortgage securities, Inc., 2004-IA1 is rated by Fitch:

   -- $250.5 million class A-1, A-2 and A-3 certificates 'AAA';
   -- $11.3 million class M-1 certificates 'AA+';
   -- $10.6 million class M-2 certificates 'AA';
   -- $3.3 million class M-3 certificates 'AA-';
   -- $6.9 million class M-4 certificates 'A';
   -- $2.8 million class M-5 certificates 'A-';
   -- $2.7 million class M-6 certificates 'BBB+';
   -- $2.1 million class M-7 certificates 'BBB';
   -- $3.2 million class M-8 certificates 'BBB-';
   -- $2.3 million non-offered class M-9 certificates 'BB+'.

Credit enhancement for the 'AAA' rated class A certificates
reflects the 15.05% subordination provided by classes M-1 through
M-9, monthly excess interest and initial overcollateralization of
1.45%.

Credit enhancement for the 'AA+' rated class M-1 certificates
reflects the 11.30% subordination provided by classes M-2 through
M-9, monthly excess interest and initial OC.

Credit enhancement for the 'AA' rated class M-2 certificates
reflects the 7.75% subordination provided by classes M-3 through
M-9, monthly excess interest and initial OC.

Credit enhancement for the 'AA-' rated class M-3 certificates
reflects the 6.65% subordination provided by classes M-4 through
M-9, monthly excess interest and initial OC.

Credit enhancement for the 'A' rated class M-4 certificates
reflects the 4.35% subordination provided by classes M-5 through
M-9, monthly excess interest and initial OC.

Credit enhancement for the 'A-' rated class M-5 certificates
reflects the 3.40% subordination provided by classes M-6 through
M-9, monthly excess interest and initial OC.

Credit enhancement for the 'BBB+' rated class M-6 certificates
reflects the 2.50% subordination provided by classes M-7 through
M-9, monthly excess interest and initial OC.

Credit enhancement for the 'BBB' rated class M-7 certificates
reflects the 1.80% subordination provided by classes M-8 and M-9,
monthly excess interest and initial OC.

Credit enhancement for the 'BBB-' rated class M-8 certificates
reflects the 0.75% subordination provided by class M-9, monthly
excess interest and initial OC.

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

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

As of the Cut-off date, the mortgage loans have an aggregate
balance of $300,006,187.  The weighted average loan rate is
approximately 7.079%.  The weighted average remaining term to
maturity is 353 months.  The average Cut-off date principal
balance of the mortgage loans is approximately $146,131.  The
weighted average original loan-to-value ratio is 77.01% and the
weighted average Fair, Isaac & Co. -- FICO -- score was 632.  The
properties are primarily located in:

   * California (32.60%),
   * Florida (11.49%) and
   * Maryland (7.88%).

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


ANTARES PHARMA: Common Stock Begins Trading on AMEX Tomorrow
------------------------------------------------------------
Antares Pharma, Inc.'s (OTC Bulletin Board: ANTR), common stock
has been approved, subject to being in compliance with all
applicable listing standards on the date trading begins, for
listing on the American Stock Exchange (Amex(R)).  Antares
Pharma's common stock is expected to begin trading on Amex(R)
under the symbol "AIS" tomorrow, September 23, 2004.

Commenting on the listing, Jack E. Stover, Antares Pharma's Chief
Executive Officer and President, said, "Our listing on Amex(R),
one of the premiere exchanges, is a significant milestone and we
anticipate that it will provide greater visibility and broader
exposure of Antares Pharma's stock.  We also believe our Amex(R)
listing will expand our shareholder base by facilitating
participation in our stock by brokers and institutional investors,
resulting in increased liquidity and value for all of our
shareholders."

September 22, 2004, is expected to be the last trading date for
Antares Pharma common stock on the Over-the-Counter Bulletin
Board.

                      About Antares Pharma

Antares Pharma is an emerging specialty pharmaceutical company
leveraging its experience in drug delivery systems to enhance
product performance of established and developing drugs.  The
Company's current technology platforms include transdermal
(Advanced Transdermal Delivery ATD(TM)) gels, disposable mini-
needle injection systems (Vibex(TM)), reusable needle-free
injection systems (VISION(R) and Valeo(TM)), and fast-melt oral
(Easy Tec(TM)) tablets.  The Company currently has active
partnering programs with several pharmaceutical and distribution
companies for a number of indications and applications, including
diabetes, growth disorders, obesity, female sexual dysfunction and
other hormone therapy.

Antares Pharma currently distributes its needle-free injector
systems in more than 20 countries and markets the same technology
for use with human growth hormone through licensees in most major
regions of the world. Licensees also market an ibuprofen gel using
Antares Pharma's ATD(TM) technology in several major European
countries.  In addition, Antares Pharma is undertaking development
or is conducting research on several product opportunities that
will form the basis of its specialty pharma program.  Antares
Pharma's corporate headquarters is in Exton, Pennsylvania, with
subsidiaries performing research, development, manufacturing and
product commercialization activities in Minneapolis, Minnesota and
Basel, Switzerland.

                         *     *     *

In its Form 10-K for the year ended December 31, 2003 filed with
the Securities and Exchange Commission, Antares Pharma reports:

"Effective July 1, 2003, the Company's securities were delisted
from The Nasdaq SmallCap Market and began trading on the Over-the-
Counter (OTC) Bulletin Board under the symbol "ANTR.OB," after the
Nasdaq Listing Qualifications Panel determined to delist the
Company's securities.

"The delisting from The Nasdaq SmallCap Market constituted an
event of default under the restructured 8% debentures.  However,
the Company obtained letters from the debenture holders in which
they agreed to forbear from exercising their rights and remedies
with respect to such event of default, indicating they did not
intend to accelerate the payment and other obligations of the
Company under the debentures.  The debenture holders reserved the
right at any time to discontinue the forbearance and, among other
things, to accelerate the payment and other obligations of the
Company under the 8% debentures.  If the debenture holders had
decided to discontinue their forbearance, the debentures would
have become due and payable at 130% of the outstanding principal
and accrued interest.  Because the debenture holders retained the
right to discontinue the forbearance and this option was outside
the control of the Company, the Company was required to record an
expense and a liability of $508,123 for the 30% penalty in future
periods until the debentures were converted to common stock, at
which time the liability was removed and offset against the loss
on conversions of debt to equity."


ARMSTRONG: Inks Delta Energy Natural Gas Purchase & Sale Accord
---------------------------------------------------------------
Armstrong World Industries, Inc., sought and obtained the
permission of the U.S. Bankruptcy Court for the District of
Delaware to enter into a Natural Gas Purchase and Sale Contract
with Delta Energy, LLC, and perform all obligations under that
agreement.

The terms and conditions of the Contract are:

   (1) Quantities

       Delta Energy agrees to sell to AWI, and AWI agrees to
       purchase from Delta Energy, the volumes of natural gas
       set forth in the quantity provision of the agreement.
       Unless indicated otherwise, the quantities will be
       stated in dry dekatherms per day.  The parties will
       insure that the quality dispatched is delivered and
       received at a relatively constant rate similar to
       nominations and previous usage patterns.

   (2) Non-performance

       The party failing to perform under a firm agreement,
       unless due to a force majeure event, will keep the
       non-failing party economically whole for any and all
       differences to replace the non-performed purchase or
       sale, plus the cost of any unused firm transportation
       demand charges resulting directly from the
       non-performance.  In any event, the non-failing party
       will use all reasonable efforts in securing alternative
       supplies or market.  In no event will either party be
       liable under this agreement whether in contract, in
       tort -- including negligence and strict liability --
       or for incidental, consequential, special or punitive
       damages.

   (3) Transportation

       Delta Energy will arrange and bear the costs associated
       with the natural gas shipments to the Delivery Point
       and AWI will arrange and bear the costs associated with
       the natural gas shipments.

   (4) Price

       During the Contract's term, AWI will pay for all
       quantities of natural gas delivered by Delta Energy at
       the agreed price or appropriate confirmation
       communication.

   (5) Scheduling and Imbalance Penalties

       The parties will work together to ensure that actual
       deliveries fall within the transporting pipeline's
       operating tolerance for assessing scheduling and
       imbalanced penalties.  The party causing or having
       notice of any change in the dispatched quantity will
       immediately notify the other.  If an imbalance penalty
       is assessed to either party as result of the other
       party's failure to adjust deliveries or purchases after
       notice of a pipeline notification requiring the
       adjustment to the extent that the requirements are
       applicable to the transaction, then the other party
       will be responsible for the penalty not reasonably
       avoidable by prudent actions.

   (6) Quality and Measurement

       Measurement and quality of the volume and the healing
       value of the natural gas purchased will be made at the
       Delivery Points in accordance with the transporting
       pipeline's specifications.

   (7) Billings and Payments

       Delta Energy will invoice AWI on or before the 15th
       day of each month for actual volumes delivered by
       Delta Energy to the Delivery Points in the prior month.
       If actual volumes are not available by the invoice
       date, payment will be based on nomination and then
       adjusted accordingly once actual volumes are known.
       AWI will pay Delta Energy on or before the 25th day of
       the month, or within 10 days after receipt of Delta
       Energy's invoice.  Interest at an annual rate
       equivalent to the then current Chase Manhattan Bank of
       New York prime interest plus 2% will accrue on all
       amounts not paid within 30 days after the due date,
       provided, however, that in no event will the provision
       authorize the charge or interest collection in excess
       of the maximum lawful rate.  The parties will have the
       right to set off obligations owing between the parties,
       whether arising under the contract or otherwise.
       Payments may be netted accordingly.

   (8) Warranties and Limitations of Liabilities

       Delta Energy warrants that it will have the right to
       sell the natural gas delivered and that the gas will
       be free from liens and adverse claims of any kind.
       Delta Energy will save and hold AWI harmless from all
       loss, damage and expense due to adverse claims against
       Delta Energy for the gas delivered as related to its
       right to sell the gas delivered.  In any event, Delta
       Energy will pay or cause to be paid all royalties,
       existing taxes and other sums due on production and
       transportation of the natural gas to the Delivery
       Points.

   (9) Force Majeure

       Neither party is liable to the other for any failure
       to perform -- except AWI's obligation to pay for
       natural gas dispatched and delivered -- if the failure
       is caused by or results directly or indirectly from
       Force Majeure, which will include, but not be limited
       to:

          * physical events like landslides, earthquakes,
            fires or storms;

          * weather-related events affecting an entire
            geographic region, like freezing causing failure
            of wells and pipelines;

          * curtailment of firm transportation or storage by
            transporters;

          * acts of others, like strikes lockouts or
            industrial disturbances; and

          * governmental actions or regulation promulgated by
            a governmental authority having jurisdiction.

  (10) Financial Responsibility

       When reasonable grounds for insecurity or payment, or
       title to the gas arise, either party may demand
       adequate assurance of performance.  Adequate assurance
       will mean sufficient security in the form and for the
       term reasonably specified by the party demanding
       assurance, including, but not limited to, a standby
       irrevocable letter of credit or a pre-payment.  In the
       event either party fails to comply, the other party
       will have the right to either withhold or suspend
       deliveries or payment, or terminate the agreement.
       In the event a forward fixed price has been secured,
       either physical or financial, the non-failing party
       reserves the right to liquidate any fixed prices held
       on the failing party's behalf.  Should this action
       result in financial damages, the failing party will
       keep the non-failing party economically whole for any
       and all differences.

AWI is entering into the Natural Gas Contract in the ordinary
course of its business.  AWI asserts that it has the ability to
enter into the Agreement and to perform all obligations under it
without the Court's approval.  In the event of a default or
failure to perform by AWI, the automatic stay provisions of
Section 362 of the Bankruptcy Code would not apply to prevent
Delta Energy from exercising any right or remedy provided under
the Natural Gas Contract.

Judge Fitzgerald also modifies the automatic stay so that in the
event of a default by AWI under the Natural Gas Contract, Delta
Energy is authorized to:

   (a) terminate the Natural Gas Contract and any pending
       related transactions;

   (b) exercise its right to setoff; and

   (c) exercise its other remedies available under the Natural
       Gas Contract, without the need to obtain relief from the
       automatic stay or other Bankruptcy Court approval.

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior finishings, most notably floor
coverings and ceiling systems, around the world. The Company filed
for chapter 11 protection on December 6, 2000 (Bankr. Del. Case
No. 00-04469). Stephen Karotkin, Esq., Weil, Gotshal & Manges LLP
and Russell C. Silberglied, Esq., at Richards, Layton & Finger,
P.A., represent the Debtors in in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $4,032,200,000 in total assets and $3,296,900,000 in
liabilities. (Armstrong Bankruptcy News, Issue No. 67; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


BEAR STEARNS: Fitch Pares Class BV's Rating to BB from BBB-
-----------------------------------------------------------
Fitch Ratings has taken action on these classes of Bear Stearns
Asset Backed Securities, series 1999-2:

   Series 1999-2 group 1:

      -- Classes AF-1, AF-2 affirmed at 'AAA';
      -- Class MF-1 affirmed at 'AA';
      -- Class MF-2 downgraded to 'BBB' from 'A';
      -- Class BF downgraded to 'B' from 'BBB-' is removed from
         Rating Watch Negative.

   Series 1999-2 group 2:

      -- Classes AV-1, AV-2 affirmed at 'AAA';
      -- Class MV-1 affirmed at 'AAA';
      -- Class MV-2 affirmed at 'A';
      -- Class BV downgraded to 'BB' from 'BBB-'.

The downgrades of the junior-most classes (affecting $9,762,981.33
of outstanding certificates) are taken due to the worse than
expected performance of the underlying collateral in these deals
and its potential negative impact on the most subordinate classes
of debt.

The affirmations on the remaining classes ($29,639,643.19 in
outstanding certificates) reflect credit enhancement deemed
adequate given future loss expectations.

The underlying trust is backed by two collateral loan groups:
group 1 (fixed-rate) and group 2 (adjustable-rate) originated by
Conseco Finance Corporation (69.17%) and Amresco Residential Mtge.
Corporation (20.92%).  EMC Mortgage Corporation, rated 'RPS1' by
Fitch, is the master servicer.

The group 1 and group 2 mortgage pools are not cross-
collateralized.  However, there is limited cross-collateralization
in the form of excess spread.  Monthly excess interest generated
from group 1 is available to offset losses in group 2.

The high level of losses incurred has resulted in the decline of
overcollateralization on both groups 1 and 2.  As of the
August 2004 distribution date, group 1 and group 2 have
$860,110.24 and $866,364.64 of OC, compared with their respective
OC target of $2,354,711.24 and $924,629.98.  Monthly excess spread
generated within the transaction is generally decreasing over
time.  As of the August 2004 distribution, monthly excess spread
was approximately $37,489.00.  The three-month average monthly
loss for group 1 is approximately $306,571.67 and approximately
$13,738.33 for group 2.  In addition, six-month average of 90 plus
delinquencies (including bankruptcies, foreclosures, and real
estate owned) stand at 24.47% and 30.28% for group 1 and group 2,
respectively.  The pool factor (outstanding loan principal as a
percentage of the initial loan pool) currently stands at 23.28%
for group 1 and 12.12% for group 2.

Fitch will continue to closely monitor this deal.


CHESAPEAKE ENERGY: Declares Quarterly Stock Dividends
-----------------------------------------------------
Chesapeake Energy Corporation (NYSE: CHK) Board of Directors
declared a $0.045 per share quarterly dividend that will be paid
on October 15, 2004 to common shareholders of record on
October 1, 2004.  Chesapeake has approximately 267 million common
shares outstanding.

Chesapeake's Board has also declared a quarterly cash dividend on
Chesapeake's 4.125% Cumulative Convertible Preferred Stock, par
value $0.01.  The dividend for the 4.125% preferred stock is
payable on December 15, 2004 to preferred shareholders of record
on December 1, 2004 at the quarterly rate of $10.3125 per share.
Chesapeake has 313,250 shares of 4.125% preferred stock
outstanding with a liquidation value of $313.3 million.

Chesapeake's has also declared a quarterly cash dividend on
Chesapeake's 6.75% Cumulative Convertible Preferred Stock, par
value $0.01.  The dividend for the 6.75% preferred stock is
payable on November 15, 2004 to preferred shareholders of record
on November 1, 2004 at the quarterly rate of $0.84375 per share.
Chesapeake has 2.714 million shares of 6.75% preferred stock
outstanding with a liquidation value of $150 million.

Chesapeake's Board also declared a quarterly cash dividend on
Chesapeake's 5.0% Cumulative Convertible Preferred Stock, par
value $0.01.  The dividend for the 5.0% preferred stock is payable
on November 15, 2004 to preferred shareholders of record on
November 1, 2004 at the quarterly rate of $1.25 per share.
Chesapeake has 1.725 million shares of 5.0% preferred stock
outstanding with a liquidation value of $172.5 million.

Chesapeake's Board declared a quarterly cash dividend on
Chesapeake's 6.0% Cumulative Convertible Preferred Stock, par
value $0.01.  The dividend for the 6.0% preferred stock is payable
on December 15, 2004 to preferred shareholders of record on
December 1, 2004 at the quarterly rate of $0.75 per share.
Chesapeake has 4.6 million shares of 6% preferred stock
outstanding with a liquidation value of $230 million.

Chesapeake Energy Corporation is one of the five largest
independent producers of natural gas in the U.S. Headquartered in
Oklahoma City, the company's operations are focused on exploratory
and developmental drilling and producing property acquisitions in
the Mid-Continent, Permian Basin, South Texas, Texas Gulf Coast
and Ark-La-Tex regions of the United States.  The company's
Internet address is http://www.chkenergy.com/

                         *     *     *

As reported in the Troubled Company Reporter on July 29,2004,
Fitch Ratings maintains its rating of Chesapeake Energy's senior
unsecured notes at 'BB', its senior secured bank facility rating
at 'BBB-', and its convertible preferred stock rating at 'B+'
following the announcement that Chesapeake has entered into three
transactions to purchase assets valued at approximately
$591.5 million.  The Rating Outlook for Chesapeake remains Stable.

In addition to Chesapeake's recent growth performance, the rating
is based on the company's low risk reserve profile and the
conservative funding strategy employed to finance the growth.  Its
4.1 tcfe of reserves have a reserve life of nearly 12 years.
Approximately 71% of its reserves are proven developed producing
-- PDP -- with a reserve life of more than eight years.
Approximately 80% of its reserves are in the very familiar Mid-
Continent region and 10% are in the Permian Basin.  Furthermore,
74% of Chesapeake's reserves were externally prepared by third
party engineers, mitigating the potential for aggressive reserve
bookings.  While the latest acquisitions are predominantly proven
undeveloped -- PUD, the overall reserve profile for Chesapeake
remains relatively low risk.

Standard & Poor's Ratings Services also assigned its 'BB-' rating
to oil and gas exploration company Chesapeake Energy Corp.'s
(BB-/Positive/--) $300 million senior unsecured notes maturing
2014.  The issue is a Rule 144A private placement with
registration rights.  The outlook is positive.

"The acquisitions are consistent with Chesapeake's stated policy
to fund its growth program in a balanced manner," said Standard &
Poor's credit analyst Kimberly Stokes.  "Furthermore, we expect
the company to continue the balanced funding of its acquisition
program in the future."

The positive outlook on Chesapeake is supported in large part by
the company's extensive hedging program. Management must
consistently demonstrate both the ability and willingness to apply
excess cash flow to meaningfully reduce debt.


CHIQUITA BRANDS: S&P Raises Corporate Credit Rating to B+ from B
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on fresh fruit and vegetable producer and distributor
Chiquita Brands International, Inc., to 'B+' from 'B'.

In addition, Standard & Poor's assigned a 'B' rating to the
proposed $250 million senior notes due 2014. The rating is based
on preliminary documentation.  Proceeds from the note issue will
be used to refinance the company's existing $250 million 10.56%
senior notes due 2009.

The notes are rated one notch lower than the corporate credit
rating as they are they structurally subordinated to the
liabilities of Chiquita's subsidiaries.  As of June 30, 2004,
these subsidiaries had about $700 million in liabilities, about
$122 million of which was debt.

The outlook is stable.  The Cincinnati, Ohio-based Chiquita has
about $473 million in lease-adjusted total debt outstanding as of
Sept. 20, 2004.

"The upgrade acknowledges a strengthening of the company's
financial profile through extensive cost restructuring in recent
years, its ability to regain access to the European market, and
modestly lower debt leverage," said Standard & Poor's credit
analyst Ronald Neysmith.

The stable outlook incorporates Standard & Poor's expectation that
Chiquita will sustain credit measures above those expected for its
rating category to compensate for high business risks.


COEUR D'ALENE: Wheaton Clarifies the Process for Rejecting Offer
----------------------------------------------------------------
Wheaton River Minerals Ltd. (AMEX:WHT) (TSX:WRM) clarified the
process for rejecting the unsolicited offer made by Coeur d'Alene
Mines Corporation for its common shares.

Wheaton shareholders do not need to take any action to reject the
offer from Coeur.  Wheaton shares will not be tendered unless you
provide specific instruction to your broker or financial
intermediary.  If you have received information to the contrary
from your broker or financial intermediary, you should contact
your broker or financial intermediary and advise them to NOT
TENDER your Wheaton shares.  The default option under the Coeur
offer is only applicable if you have tendered your Wheaton shares,
it does NOT mean that if you take no action your shares will be
deposited by default.

To obtain advice or assistance in withdrawing tendered Wheaton
shares, contact Kingsdale Shareholder Services Inc., toll free at
1-866-749-5464.

The Board of Directors of Wheaton unanimously recommends that
Wheaton shareholders REJECT the offer to purchase all of the
outstanding Wheaton shares made by Coeur and its affiliates on
August 23, 2004 and that shareholders NOT TENDER their Wheaton
shares to the Coeur offer.  The Board decision followed receipt of
a recommendation by the Special Committee of the Board.  The Board
and the Special Committee also relied upon, among other things,
the opinion of Orion Securities, Inc., that states, subject to the
assumptions and limitations contained therein, that the
consideration Coeur is offering is inadequate from a financial
point of view to Wheaton shareholders.  The Board's
recommendation, the Special Committee's assessment of the Coeur
offer, and its reasons for the recommendation that shareholders
REJECT the Coeur offer, was set out in a Directors' Circular
mailed to Wheaton shareholders.  The Directors' Circular is
available at http://www.wheatonriver.com/

As reported in the Troubled Company Reporter on September 7, 2004,
the principal reasons for the conclusion and recommendation of the
Special Committee and the Board are as follows:

   -- There are no financial or strategic benefits to Wheaton or
      the Wheaton shareholders under the Coeur offer and a
      business combination with Coeur is not in the best interests
      of the Wheaton shareholders.

   -- The Coeur offer is financially inadequate and highly
      dilutive.

   -- Coeur has a lengthy history of significant net losses and
      has experienced negative cash flow from operating activities
      over the past five and one-half years.

   -- Coeur has not had sufficient earnings to cover its fixed
      charges (i.e. interest and preferred stock dividends) in
      each of the last five years.

   -- Coeur's development properties are subject to significant
      risks and its existing mines are nearing the end of their
      mine life.

   -- The pro-forma debt-to-equity ratio of the combined
      Coeur/Wheaton company proposed by Coeur will present an
      increased financial risk and a riskier capital structure
      than Wheaton and peer group companies.

   -- Coeur has financed its operations through the use of
      convertible debt resulting in significant potential
      dilution.

   -- The Coeur offer requires Coeur shareholder approval and is
      highly conditional.

   -- The technical reports Coeur has filed prior to the date
      hereof relating to the San Bartolome project fail to provide
      important information.

   -- The value of the Coeur offer is not Cdn$5.47 per share. The
      value of the Coeur offer (based on the Coeur share closing
      price on September 1, 2004) for Wheaton shareholders who
      elect the "all share" option is Cdn$3.84 per Wheaton share,
      Cdn$4.13 per Wheaton share if all Wheaton shareholders elect
      the "cash and share" option, and Cdn$4.06 per Wheaton share
      if the "in-the-money" options and warrants are taken into
      account. The cash portion of the Coeur offer is less than
      Cdn$5.47 per share and could be significantly less than
      Cdn$1.00 per share.

   -- The Board and the Special Committee have serious
      reservations about the ability of the management of Coeur
      and do not recommend that Wheaton shareholders become
      shareholders of the combined Coeur/Wheaton company that
      would be controlled by the management of Coeur.

Ian Telfer, Chairman and CEO of Wheaton stated, "I have recently
met with or spoken to our largest shareholders, our office has
taken calls from shareholders over the last several months,
Kingsdale Shareholder Services has been calling all Wheaton
shareholders, and we still see no significant support for the
Coeur offer."

Wheaton is a leading gold producer and expects 2006 production
from all of its mines to increase to approximately 900,000 gold
equivalent ounces at a total cash cost of less than US$100 per
ounce.  Current production exceeds 500,000 gold equivalent ounces
(over 400,000 ounces of gold and 7 million ounces of silver) at a
total cash cost of less than US$50 per ounce.

Coeur d'Alene Mines Corporation is the world's largest primary
silver producer, as well as a significant, low-cost producer of
gold.  The Company has mining interests in Nevada, Idaho, Alaska,
Argentina, Chile and Bolivia.

                         *     *     *

As reported in the Troubled Company Reporter on June 3, 2004,
Standard & Poor's Ratings Services placed its B- corporate credit
and senior unsecured debt ratings on Coeur D'Alene Mines Corp. on
CreditWatch with positive implications following the company's
announcement that it intends to acquire precious metals mining
company Wheaton River Minerals Ltd. in a stock and cash
transaction valued at approximately $1.8 billion.

"The CreditWatch action reflects what is likely to be a meaningful
improvement in Coeur's business and financial profile upon the
successful acquisition of lower-cost producer Wheaton," said
Standard & Poor's credit analyst Paul Vastola. Standard & Poor's
expects that its ratings on Coeur would likely be raised several
notches.  Standard & Poor's will continue to monitor the
transaction for any potential revisions to the deal.  The deal
remains subject to several conditions and is expected to close by
Sept. 30, 2004.


CRYSTAL US: S&P Assigns B- Rating to $513M Senior Discount Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
$513 million of senior discount notes due 2014 issued by Crystal
US Holdings 3 L.L.C. and Crystal US Sub 3 Corp.  Standard & Poor's
also affirmed its 'B+' corporate credit ratings on BCP Caylux
Holdings Luxembourg S.C.A. and its Frankfurt, Germany-based
subsidiary, Celanese AG.  The outlook is stable.

Crystal US Holdings, through its wholly owned subsidiary BCP
Caylux, currently owns 84% of the shares of Celanese AG.  Proceeds
from the issuance of the notes will be used to make a dividend to
Blackstone Crystal Holdings Capital Partners (Cayman) IV Ltd., the
parent company.

"The dividend payment is consistent with the very aggressive
financial policies of the equity sponsors.  Standard & Poor's
factored the risk of dividend payments into the 'B+' ratings,
although the size of the proposed transaction is large enough so
that very little capacity for operational shortfalls or other
negative credit actions remains at the current ratings," said
Standard & Poor's credit analyst Wesley E. Chinn.

BCP Caylux's credit quality incorporates the increase in debt to
fund the planned dividend as well as the already considerable debt
burden resulting from a sharp increase in borrowings to fund the
Blackstone Group's tender offer for the shares of Celanese--a
transaction valued at about $3.4 billion--and very aggressive
financial policies of the equity sponsor.  The dividend
transaction results in credit statistics that are aggressive for
the ratings.  These weaknesses are only partially offset by the
company's solid business profile as an integrated producer of
diverse commodity and industrial chemicals, prospects for
improving cash flow generation, and reasonable liquidity.

Significant product market shares and competitive cost structures
support good competitive positions in its major products, and a
diverse product portfolio that includes a balance of commodity,
intermediate, and more specialized industrial chemical products
serving a wide range of end markets.  With annual revenue of
approximately $4.9 billion, Celanese ranks among the larger and
more diversified global chemical businesses.


DEX MEDIA: Automating Production & Cutting 6% of Workforce
----------------------------------------------------------
Dex Media, Inc., (NYSE: DEX) reported that a reduction of
approximately 6 percent in its workforce, which will be
implemented over the next four months.  The reduction is part of
the company's initiative to replace legacy technology with an
automated production system, based on a platform from Amdocs,
which is significantly reducing the need for manual processing.

The reduction will involve approximately 160 positions, primarily
from the company's Operations organization, in 17 cities across
the region.

"Moving to this new system will automate much of the manual work
we perform today," said George Burnett, president and CEO of Dex
Media.  "For our customers, this will mean more responsive
service, improved accuracy and the flexibility to innovate from a
product and pricing perspective.  For our shareholders, it will
mean greater operating efficiency and improved reporting
capabilities."

The transition to the new production system, which is built on the
industry-leading Amdocs platform, is taking place in phases this
year.  The company has planned for the new system, including
workforce reductions, for the past two years and has already been
able to reduce its workforce by more than 170 positions through
managed attrition.  With the announcement, the total reduction
exceeds 330 positions, consistent with the company's plans and
previous communications.  No offices will be closed as a result of
the restructure.

"We continue to have a strong commitment to do business where our
customers do business," said Mr. Burnett.  "We believe our
customers are best served when we live and work in the local
community."

The Dex workforce was notified about the overall plan for the
Operations restructure in April.  Employees who are affected by
the force reduction have the opportunity to apply for open
positions within the company. Occupational employees who leave the
business are eligible for a severance package that is part of
their collective bargaining agreement.  Management employees who
are involuntarily separated are eligible for the company's
management severance package.

                     About Dex Media, Inc.

Dex Media, Inc., (NYSE: DEX), the largest publicly traded
incumbent directory company in the United States, provides local
and national advertisers with industry-leading print and online
directory solutions.  In 2003, the company generated revenues of
approximately $1.6 billion.  As the exclusive publisher of the
official White and Yellow Pages directories for Qwest
Communications International Inc., the company published
259 directories in 2003 in 14 western and Midwestern states.  Dex
Media printed and distributed approximately 43 million print
directories and CD-ROMs and served more than 400,000 local and
4,000 national advertiser accounts in 2003.  The company's leading
Internet-based directory, DexOnline.com, is the most used Internet
Yellow Pages in the states Dex Media serves, according to market
research firm comScore.

                         *     *     *

As reported in the Troubled Company Reporter on June 18, 2004,
Fitch Ratings affirmed these ratings on Dex Media's subsidiaries,
Dex Media East LLC (DXME) and Dex Media West LLC (DXMW):

   DXME

   -- $1.1 billion senior secured credit facility 'BB-';
   -- $450 million senior unsecured notes due 2009 'B';
   -- $525 million senior subordinated notes due 2012 'B-'.

   DXMW

   -- $2.1 billion senior secured credit facility 'BB-';
   -- $385 million senior unsecured notes due 2010 'B';
   -- $780 million senior subordinated notes due 2013 'B-'.

In addition, Fitch has assigned a 'CCC+' rating to the holding
company's, Dex Media Inc., $500 million 8% notes due 2013 and its
$750 million 9% aggregate principal discount notes due 2013, which
has a current accreted value of $512 million.  Approximately
$6.3 billion of debt is affected by Fitch's actions.  The Rating
Outlook is Stable.


DIGITAL LIGHTWAVE: Inks Pacts to Restructure Optel Debts
--------------------------------------------------------
Digital Lightwave, Inc. (Nasdaq:DIGL) and Optel Capital, LLC
executed definitive financing agreements to restructure the
outstanding debt owed by Digital Lightwave to Optel Capital, LLC
and Optel, LLC.  The transaction was approved by the board of
directors on September 15, 2004, upon the recommendation of the
special committee of the board.  The special committee is composed
solely of independent directors.

Upon execution of the agreements, Optel advanced to the Company an
additional $1.35 million, bringing the total amount of the debt
owed by the Company to Optel to $27.0 million, plus accrued
interest of approximately $2.0 million.  All of the outstanding
debt is secured by a first priority security interest in
substantially all of the assets of the Company.

Pursuant to a loan and restructuring agreement, Optel extended the
maturity of the principal amount owed to it by the Company until
December 31, 2005.  The maturity of the outstanding accrued
interest, plus additional interest that accrues in the future, has
been extended to September 16, 2005. Previously, and as of
July 31, 2004, all of the outstanding principal and accrued
interest owed to Optel had matured and became due and payable upon
demand by Optel at any time.

In conjunction with the financing agreements, the Company has
agreed to make the entire outstanding debt convertible into common
stock of the Company at the option of Optel.  The conversion can
be completed at any time prior to the extended maturity date at a
conversion price based on the average trading price of the stock
during the five-day period preceding the date of any conversion.
The Company has agreed to file a registration statement covering
the resale by Optel of the shares of common stock issuable upon
conversion of the outstanding debt.

The Company and Optel made it a condition to the outstanding debt
becoming convertible, that the conversion feature be approved by
the holders of a majority of the outstanding shares of common
stock of the Company who are not affiliated with Optel or any of
its affiliates.  In the event the holders of a majority of such
outstanding shares of common stock do not approve such feature,
the outstanding debt and accrued interest would immediately become
due and payable in full upon demand by Optel at any time after the
stockholders' meeting.  Optel is controlled by Dr. Bryan J. Zwan,
the Company's majority stockholder and chairman of the board of
directors.

Jim Green, President and CEO of the Company, stated that, "We are
pleased with the completion of this financing and debt
restructuring transaction, and appreciative of the ongoing support
and commitment from Optel.  The time and attention of the
management team is now squarely focused on continuing the progress
of the first half of this fiscal year.  We look forward to
building on that progress as we strive for the continued success
of the Company."

                 About Digital Lightwave, Inc.

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

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


ECHOSTAR DBS: S&P Assigns BB- Rating to $1 Billion Senior Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
the proposed $1 billion senior notes due 2014 of EchoStar DBS
Corp., a wholly owned subsidiary of satellite direct-to-home --
DTH -- TV operator EchoStar Communications Corp.

The notes will be issued under Rule 144A with registration rights.
Proceeds will be used for general corporate purposes, which could
include the company's planned Oct. 2004 redemption of its $1
billion 10.375% notes due 2007.  All existing ratings on EchoStar,
including the 'BB-' corporate credit rating, were affirmed.  The
outlook is stable.

As of June 30, 2004, total debt outstanding was about
$5.5 billion, including convertible debt.

"The ratings on EchoStar reflect intense industry competition
between the company, cable operators, and larger DTH rival The
DIRECTV Group Inc.," said Standard & Poor's credit analyst Eric
Geil.  "Other concerns include rising subscriber acquisition costs
needed to support growth, satellite TV's limited ability to
provide two-way services available from cable TV companies,
satellite capacity constraints, and a slowing rate of credit
improvement because of share repurchases, as well as business and
financial risk from potential acquisitions and investments.
Mitigating factors include scale advantages from EchoStar's
position as the second-largest satellite TV operator and the
fourth-largest provider of multichannel TV services, strong
subscriber growth, modest churn, and good liquidity from free cash
flow and a healthy, uncommitted cash balance."

EchoStar's DISH Network serves about 10.1 million subscribers and
is delivering strong customer and revenue gains, largely due to
expanding availability of satellite-delivered local broadcast TV
signals.  As of June 30, 2004, local channels were available in
about 140 markets, representing household reach of more than 90%,
up from about 75% a year ago.  Increased penetration of multiple
set installations, premium channel packages, and advanced set-top
boxes that include digital video recorder -- DVR -- functionality
are also positive revenue factors.  In addition, the company has a
joint marketing deal with local telephone company SBC
Communications, Inc., which provides additional sales outlets and
enables EchoStar to better compete with cable TV's bundled video,
data, and voice offerings.

Satellite TV continues to take market share from cable TV, which
contributed to strong year-over-year subscriber growth for
EchoStar of 15.1% in the 12 months ended June 30, 2004, up from
14.7% as of March 31, 2004, but below DIRECTV's 16.5% rate.
Nevertheless, growth will eventually slow due to increasing
company size and industry penetration.

Opportunities from expanding local broadcast signal availability
will diminish given the smaller size of each additional market.
Cable companies are competing with better two-way capability and
more capacity to offer high-definition channels, and are beginning
to launch voice over Internet protocol -- VOIP -- telephone
services.  DIRECTV has significantly increased subscriber
acquisition spending and may pose a greater competitive threat
under News Corp. control.


FAIRFAX FINANCIAL: Repurchases $60.3 Million Senior Notes
---------------------------------------------------------
Fairfax Financial Holdings Limited reported that it has to date
repurchased US$60.3 million of outstanding Senior Notes maturing
in 2005 and 2006 with the proceeds of its recently completed
issuance of US$95 million of 7.75% Senior Notes due 2012.  The
cost of these repurchases (including accrued interest) has
utilized US$65.1 million of the approximately US$91.5 million net
proceeds of that issuance of 2012 notes.  In pursuit of its
objective to reduce its near-term debt maturities, Fairfax is
continuing to attempt to purchase outstanding Senior Notes
maturing in 2005, 2006 and 2008, based on market conditions.

Since Fairfax began repurchasing outstanding 2005, 2006 and 2008
Senior Notes earlier this year, it has issued US$266 million of
its 2012 Senior Notes and has reduced the principal amount of
2005, 2006 and 2008 Senior Notes outstanding as follows:


                        Outstanding
                    Prior to Repurchases    Currently Outstanding
                    --------------------    ---------------------
                                    (US$ millions)

TIG 8.125% Senior
Notes due 2005             $ 97.7                      $ 38.6

Fairfax 7.375%
Senior Notes due 2006      $275.0                      $130.3

Fairfax 6.875% Senior
Notes due 2008             $170.0                      $ 99.0
                            ------                      ------
                            $542.7                      $267.9
                            ======                      ======

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 2, 2004,
Fitch Ratings placed the ratings of Fairfax Financial Holdings
Limited and its rated subsidiaries and affiliates on Ratings Watch
Negative.  The ratings previously had a Negative Outlook.

This action largely reflects Fitch's concerns as to increasing
liquidity pressures at Fairfax, as well as a continued decline in
transparency of management's public disclosures, which make it
increasingly difficult for third parties to judge Fairfax's
creditworthiness.

Fairfax Financial Holdings Limited

   -- Long-term issuer 'B+'/Rating Watch Negative;
   -- Senior debt 'B+'/Rating Watch Negative.


FLOW INTERNATIONAL: Will Release 2005 First Quarter Results Today
-----------------------------------------------------------------
Flow International Corporation (Nasdaq: FLOW) plans to announce
preliminary results for the first fiscal 2005 quarter ended
July 31, 2004 today, September 22, 2004.

The company plans to release its selected financial information
before the start of regular market trading and hold a conference
call at 1:00 p.m. Eastern Time (10:00 a.m. Pacific Time) to
discuss the selected financial results.

A live Webcast of the conference call may be found at:


http://www.flowcorp.com/newsite/Investor_Center/investor_center_index.htm

A Webcast replay of the call will also be available for two weeks.

Selected financial results are considered preliminary while the
Company completes reconciliations of historical inter-company
account balances and ensures that foreign currency exchange gains
and losses on inter-company accounts are properly recorded for
both current and prior periods.

The foreign currency issue is whether certain gains and losses
recorded directly to Other Comprehensive Income in Shareholders'
Equity should have been recorded in the Statement of Operations as
a component of Other Income (Expense).  It is expected that the
Company will restate its fiscal years ended April 30, 2004, 2003
and 2002 to include non-cash positive and negative adjustments to
net earnings related to foreign exchange gains and losses on
inter-company accounts.  The amounts of such adjustments have not
yet been determined.

In addition to the expected restatements, the Company has
determined it will restate its April 30, 2002 results to record an
additional charge to Cost of Goods Sold for $609,000 to reflect a
required adjustment noted during its reconciliation of historical
inter-company balances.

The restatements will further delay the filing of the Company's
Form 10-Q for the fiscal 2005 first quarter.

                    About Flow International

Flow International Corporation -- http://www.flowcorp.com/--
provides total system solutions for various industries, including
automotive, aerospace, paper, job shop, surface preparation, and
food production.

As of April 30, 2004, Flow International's stockholders' deficit
widened to $9,077,000, compared to a $5,109,000 deficit at
January 31, 2004.


FRANK'S NURSERY: Hires Proskauer Rose as Bankruptcy Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Frank's Nursery & Crafts, Inc., permission to employ the
services of Proskauer Rose LLP, as its bankruptcy and
reorganization counsel until October 8, 2004.

Proskauer Rose will:

    a) advise the Debtor with respect to its powers and duties
       as a debtor-in-possession;

    b) assist the Debtor in the preparation of financial
       statements, schedules of assets and liabilities,
       statements of financial affairs and other reports and
       documentation required pursuant to the Bankruptcy Code
       and the Bankruptcy Rules;

    c) represent the Debtor at all hearings on matters
       pertaining to its affairs as a debtor-in-possession;

    d) prosecute and defend litigated matters that may arise
       during this Chapter 11 case;

    e) counsel and represent the Debtor in connection with the
       administration of claims and numerous other bankruptcy-
       related matters arising from this Chapter 11 case;

    f) counsel the Debtor with respect to any general legal
       matters relating to this Chapter 11 case;

    g) assist the Debtor in obtaining confirmation of a plan of
       reorganization, approval of a disclosure statement and
       all matters related to it; and

    h) perform all other legal services that are necessary and
       desirable for the efficient and economic administration
       of the Debtor's Chapter 11 case.

Alan B Hyman, Esq., is the lead attorney in Frank's restructuring.
Mr. Hyman discloses that the Debtor paid a $115,000 retainer.

Mr. Hyman reports Proskauer Rose's professionals bill:

          Designation                     Hourly Rate
          -----------                     -----------
          Partner                         $485 - 695
          Senior Counsel                   435 - 590
          Associates                       250 - 445
          Paraprofessionals                135 - 210

Proskauer Rose does not have any interest adverse to the Debtor or
its estate.

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


G-STAR 2002: Fitch Affirms $8.078M Class D Notes' BB- Rating
------------------------------------------------------------
Fitch Ratings affirms six classes of notes issued by G-Star 2002-1
Ltd./G-Star 2002-1 Corp.  These affirmations are the result of
Fitch's annual review process.  These rating actions are effective
immediately:

   -- $157,996,308 class A-1MM notes affirmed at 'AAA/F1+';
   -- $71,083,877 class A-2 notes affirmed at 'AAA';
   -- $23,000,000 class BFL notes affirmed at 'A-';
   -- $27,300,000 class BFX notes affirmed at 'A-';
   -- $16,250,000 class C notes affirmed at 'BB+';
   -- $8,078,020 class D notes affirmed at 'BB-'.

Since the last rating action in December of 2003, the collateral
has continued to perform as expected as evidenced by performance
measures including WARF and OC.  According to the most recent
trustee report dated August 18, 2004, the class A, B, and C
overcollateralization ratios were 137.2%, 112.5%, and 106.3%,
respectively, compared to triggers of 122.8%, 108.2% and 104.5%,
respectively.  Defaulted assets represented 3.8% of the $318
million of total collateral and eligible investments and there
were no other assets rated 'CCC+' or lower.  The Fitch WARF
remains at 'BBB-/BB+'.

The rating of the class A-1MM and A-2 notes addresses the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.  In
addition, the class A-1MM note short term rating addresses the
noteholders' ability to put the notes back to the put provider on
its next applicable remarketing date, which will be no later than
six months from its prior remarketing date.

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

The ratings of the class D notes address the likelihood that
investors will receive ultimate the stated balance of principal by
the legal final maturity date.  The class D notes have paid
approximately $2,121,980 of the initial $10,200,000 balance since
closing

G-Star 2002-1 is a collateralized debt obligation -- CDO --
managed by GMAC Institutional Advisors, which closed
April 25, 2002.  G-Star 2002-1 is backed by a static pool of
commercial mortgage backed securities (CMBS 51.4%) and senior
unsecured real estate investment trust (REIT 48.6%) securities.
Included in this review, Fitch Ratings discussed the current state
of the portfolio with the asset manager and their portfolio
management strategy going forward.  In addition, Fitch Ratings
conducted cash flow modeling utilizing various default timing and
interest rate scenarios.

GMAC Institutional Advisors' ABS group is currently rated 'CAM1'by
Fitch.  Fitch Ratings will continue to monitor G-Star 2002-1
closely to ensure accurate ratings.

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


GLOBAL CROSSING: Expects to File SEC Reports by Oct. 8
------------------------------------------------------
Global Crossing (Nasdaq: GLBCE) expects to be able to return to
compliance with SEC reporting requirements by October 8, 2004.

"We have established a path forward to quickly regain compliance
with SEC reporting and NASDAQ listing requirements," stated John
Legere, Global Crossing's CEO.  "Global Crossing employees will
continue to deliver the industry leading products and services our
customers have come to expect, as we bring closure to our cost of
access issues."

Grant Thornton LLP informed Global Crossing's Audit Committee that
it currently anticipates it will be in a position to reissue its
audit reports on the company's 2001 and 2002 financial statements
and the company's restated 2003 financial statements, subject to
its satisfaction with the results of certain additional procedures
and management representations.

In this regard, Grant Thornton has advised the Audit Committee
that it can no longer rely on representations made by a senior
officer in the company's finance department.  The officer has been
reassigned to a position outside of the company's financial
reporting function.  Global Crossing has engaged FTI Consulting
Inc., an independent authority on accounting matters, to assist
the company in performing additional procedures and providing
additional support for management's representations to Grant
Thornton.  The company expects that these actions will be
completed by October 8, 2004.

As a result, the company has requested an additional extension
until October 8, 2004 from the NASDAQ Listing Qualifications Panel
for returning to compliance with NASDAQ listing requirements.
Global Crossing's common stock will continue to trade on the
NASDAQ National Market while the Panel considers Global Crossing's
request.

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


GOING HOME PIZZA: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Going Home Pizza, LLC
        dba Papa John's Pizza
        PO Box 7061
        Paducah, Kentucky 42002-7061

Bankruptcy Case No.: 04-51347

Type of Business: Papa John's pizza chain franchisee.  Papa John's
                  has nearly 3,000 restaurants in 49 states and 15
                  international markets.  Papa John's also owns or
                  franchises more than 100 Perfect Pizza
                  restaurants in the United Kingdom.  See
                  http://www.papajohns.com/

Chapter 11 Petition Date: September 20, 2004

Court: Western District of Kentucky (Paducah)

Debtor's Counsel: Todd A. Farmer, Esq.
                  Stout & Farmer
                  2008 Broadway, PO Box 8167
                  Paducah, Kentucky 42002-8167
                  Tel: 270-443-4431
                  Fax: 270-443-4631

Total Assets:  $188,211

Total Debts: $1,191,276

Debtor's 20 largest unsecured creditors:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
GE Capital                    Equipment                 $395,947
17207 North Perimeter         Furniture & Fixtures
Scottsdale, Arizona 85255     Value of Security:
                              $69,429

Internal Revenue Service      940 & 941 - June          $184,584
                              July, August 2004

GE Capital                                              $149,773

Republic Bank & Trust                                   $134,068

Commonwealth of Kentucky      Sales Tax                 $105,324
Revenue Cabinet

Capital Deliver, Ltd                                    $103,589

PJ Food Services                                         $21,395

Melissa Hammond               Loan                       $19,000

Churchwell Homes                                         $12,500

Papa John's International     Ad Fund or Royalty          $9,078

Coca-Cola Enterprises                                     $8,385

Commonwealth of Kentucky      Unemployment                $8,180
Division of Unemployment      Taxes

Cinergy Communications                                    $5,727

Papa John's International     Royalties                   $5,125

Papa John's International     Print Promotions            $4,845

Easter Seals Front Workshop   Advertising                 $4,498

Berry Network                 Judgment                    $2,860

Executive Inn                 Advertising                 $2,713

City of Paducah               2003 Payroll Taxes          $2,506

Followthru, Inc.              Advertising                 $1,902


HANOVER DIRECT: 1-for-10 Reverse Stock Split Takes Effect Today
---------------------------------------------------------------
Hanover Direct, Inc. (Amex: HNV) anticipates that the amendment to
the Company's Amended and Restated Certificate of Incorporation to
effect the one-for-ten reverse stock split of the Company's common
stock, par value $0.66-2/3 per share, and the reduction of the
authorized number of shares of Common Stock from 300,000,000 to
30,000,000, and certain related amendments will be effected at the
close of business today, September 22, 2004.

At the Annual Meeting of Stockholders of the Company held on
August 12, 2004, the Company's shareholders approved the Reverse
Split as well as amendments to the Company's Certificate of
Incorporation to:

   (1) reduce the par value of each share of Common Stock from
       $0.66-2/3 per share to $0.01 per share and reclassify the
       outstanding shares of Common Stock into such lower par
       value shares;

   (2) increase the number of shares of Additional Preferred
       Stock, which the Company would have authority to issue from
       5,000,000 shares to 15,000,000 shares and make a
       corresponding change to the aggregate number of shares of
       all classes of stock in the aggregate which the Company
       would have authority to issue; and

   (3) after giving effect to the Reverse Split, increase the
       number of shares of Common Stock which the Company would
       have authority to issue from 30,000,000 shares to
       50,000,000 shares and make a corresponding change to the
       aggregate number of shares of all classes of stock in the
       aggregate which the Company would have authority to issue.

All of amendments to the Company's Certificate of Incorporation
are anticipated to take effect with the Reverse Split at the close
of business today, September 22, 2004 following the filing of a
Certificate of Amendment to the Company's Amended and Restated
Certificate of Incorporation with the Secretary of State of the
State of Delaware.

Shareholders will be receiving a letter of transmittal and related
instructions from American Stock Transfer and Trust Company, the
Company's transfer agent, shortly regarding the actions they need
to take with respect to the Reverse Split.  Stockholders with
questions concerning the Reverse Split should contact Shareholder
Relations at American Stock Transfer and Trust Company at 800-937-
5449.

                   About Hanover Direct, Inc.

Hanover Direct, Inc., (Amex: HNV) -- http://www.hanoverdirect.com/
-- and its business units provide quality, branded merchandise
through a portfolio of catalogs and e-commerce platforms to
consumers, as well as a comprehensive range of Internet, e-
commerce, and fulfillment services to businesses.  The Company's
catalog and Internet portfolio of home fashions, apparel and gift
brands include Domestications,  The Company Store, Company Kids,
Silhouettes, International Mall, Scandia Down, and Gump's By Mail.
The Company owns Gump's, a retail store based in San Francisco.
Each brand can be accessed on the Internet individually by name.
Keystone Internet Services, LLC --
http://www.keystoneinternet.com/--, the Company's third party
fulfillment operation, also provides the logistical, IT and
fulfillment needs of the Company's catalogs and web sites.

At June 26, 2004, Hanover Direct's balance sheet showed a
$46,503,000 stockholders' deficit, compared to a $47,629,000
deficit at December 27, 2003.


HYPERFEED: Elects to Voluntarily Delist Stock from Nasdaq SmallCap
------------------------------------------------------------------
HyperFeed Technologies, Inc. (Nasdaq:HYPR), a provider of managed
services, financial information and ticker plant technologies to
financial institutions, exchanges, value-added distributors and
trading professionals, determined to delist voluntarily the
listing of its securities from the Nasdaq SmallCap Market and to
move them to the OTC Bulletin Board.

The Company arrived at this conclusion subsequent to and in light
of the recent delisting notification from the Nasdaq Listing
Qualifications staff stating that the Company was not in
compliance with the stockholders' equity/market value of listed
securities/net income continued listing requirement set forth in
NASD Marketplace Rule 4310(c)(2)(B).

Nasdaq informed HyperFeed that if the Company did not appeal the
Nasdaq staff's decision, its common stock would be de-listed from
the Nasdaq SmallCap Market effective at the open of business on
September 23, 2004.  Having considered various business, legal and
compliance aspects of this matter, the Company determined not to
appeal the Nasdaq staff's determination and, instead, to move the
listing of the company's common stock to the OTC Bulletin Board.

Both the Board of Directors and Management of HyperFeed agreed
that at this time when significant progress is being made in
adding new revenue, the ongoing cost and distraction of an appeal
process are unwarranted.  Ron Langley, Chairman of HyperFeed and
PICO Holdings, HyperFeed's parent company, was quoted, "This year
management has established HyperFeed as the market leader for
ticker-plant technologies introducing products that enable clients
to manage their data more creatively and efficiently for both
revenue generation and cost reduction.  Growth by capitalizing on
the advantages created by our disruptive technology is how
HyperFeed will create shareholder value.  This must be our entire
focus at this time."

Mr. Langley further stated that, "according to various traders we
spoke with, there is no apparent diminution in liquidity on the
OTC Bulletin Board or access to information by shareholders."

HyperFeed's common stock is expected to trade under the same
symbol on the OTC Bulletin Board effective on September 23, 2004.

               About HyperFeed Technologies, Inc.

HyperFeed Technologies, Inc., -- http://www.hyperfeed.com/--
provides high-performance software and services to handle real-
time market data.  HyperFeed's market-leading software technology
serves as a corporate-wide ticker plant, for financial
institutions and content publishers.  HyperFeed's HTPX platform,
comprising of HVAULT and HBOX products, is specifically designed
to support real-time market data. HyperFeed provides hosted and
fully managed ticker plant services from its fully redundant
ticker plant systems.

As of June 30, 3004, stockholders' equity narrowed to $1,821,154
form a $5,680,709 equity at December 31, 2004.  The Company burns
an average of $1,500,000 per quarter.


INTEGRATED HEALTH: Chancery Rules on Committee Suit Against IHS
---------------------------------------------------------------
As previously reported, the Official Committee of Unsecured
Creditors appointed in the chapter 11 cases of Integrated Health
Services, Inc., and its debtor-affiliates initiated a suit against
current or former members of the IHS Board of Directors before the
U.S. Bankruptcy Court for the District of Delaware in connection
with various compensation arrangements the Directors approved.
The IHS Directors are:

   * Lawrence P. Cirka,
   * Edwin M. Crawford,
   * Kenneth M. Mazik,
   * Robert A. Mitchell,
   * Charles W. Newhall III,
   * Timothy F. Nicholson,
   * John L. Silverman,
   * George H. Strong, and
   * Robert N. Elkins

The Bankruptcy Court, however, abstained from hearing the
fiduciary duty dispute.  Judge Walrath determined that the
Creditors Committee's complaint is a non-core matter.

Accordingly, the Creditors Committee brought the suit before the
Delaware Court of Chancery in and for New Castle County.  Vice
Chancellor John W. Noble presides over the case.

                 Creditors Committee's Complaint

The Creditors Committee alleges that Mr. Elkins breached his
fiduciary duties of loyalty and good faith to IHS by:

   -- obtaining certain compensation arrangements without regard
      to the best interests of IHS;

   -- using his various positions at IHS to exert improper
      influence over other members of the Board and the Board's
      compensation consultant, Joseph Bachelder, in connection
      with his compensation arrangements;

   -- causing IHS to loan him money before the approval by the
      IHS Board's Compensation and Stock Option Committee; and

   -- entrenching himself in office by insisting on
      unconscionable compensation arrangements

In addition, the Creditors Committee alleges that the other
Defendants breached their duties of loyalty and good faith by:

   -- subordinating the best interests of IHS to their allegiance
      to Mr. Elkins;

   -- failing to exercise independent judgment with respect to
      certain compensation arrangements;

   -- failing to select an independent compensation consultant to
      address Mr. Elkins' compensation arrangements on IHS'
      behalf;

   -- failing to rely on Mr. Bachelder's advice; and

   -- participating in Mr. Elkin's breaches of fiduciary duty by
      approving or ratifying his actions.

The Creditors Committee also alleges that each of the Defendants
breached their fiduciary duty of due care by:

   -- approving or ratifying certain compensation arrangements
      without adequate information, consideration, or
      deliberation;

   -- failing to exercise reasonable care in selecting and in
      overseeing Mr. Bachelder's work and thus, at times, relying
      on a conflicted compensation consultant's advice;

   -- not acting in accordance with Mr. Bachelder's advice in
      regard to certain compensation arrangements; and

   -- failing to monitor how the proceeds of company loans were
      utilized.

The Creditors Committee asserts that the Defendants' actions were
performed in bad faith.  The Defendants also wasted corporate
assets by approving compensation agreements and failing to assure
that proceeds from loans to executive officers for the purchase of
stocks in IHS were, in fact, used to purchase IHS stock.

                      Defendants Respond

The non-Elkins Defendants sought to dismiss the Creditors
Committee's action pursuant to Court of Chancery Rule 12(b)(6),
arguing that:

   (1) the Creditors Committee failed to plead facts
       demonstrating that the challenged compensation
       arrangements were not approved by an independent and
       disinterested majority of IHS directors at the time
       of the approval of any compensation agreement;

   (2) the non-Elkins Defendants are entitled to the protections
       of the exculpatory clause incorporated into IHS' charter
       in accordance with 8 Del. C. Section 102(b)(7);

   (3) the Complaint fails to allege that the non-Elkins
       Defendants were grossly negligent in making compensation
       decisions; and

   (4) the Complaint does not provide facts that would sustain a
       waste claim.

Furthermore, the non-Elkins Defendants argue that claims based on
any compensation matters arising before January 31, 1997, are
barred by the applicable statute of limitations.

Mr. Elkins adopted the non-Elkins Defendants' position and
submitted to the Chancery Court a supplemental request to dismiss
the Complaint.  Mr. Elkins argues that to the extent that duty of
loyalty claims are asserted against him, as opposed to the non-
Elkins Defendants, the claims should be dismissed because all of
the challenged transactions were approved by a majority of
disinterested, independent members of IHS' Board or the
Compensation Committee.

Mr. Elkins also argues that his January 3, 2001 separation
agreement with IHS, which was approved by the Bankruptcy Court,
bars the Creditors Committee from prosecuting claims not arising
from "wrongful" acts.  To the extent that claims within the
Complaint are for "wrongful" acts, Mr. Elkins asked the Chancery
Court to find that the Agreement with IHS limits his liability
exposure to claims paid by IHS' directors' and officers' liability
insurance policy.

                    The Challenged Transactions

(A) 1996 Bonus

    Mr. Elkins' Employment Agreement included a performance-based
    bonus.  On July 16, 1996, Mr. Elkins sent a letter to the
    Compensation Committee instructing them to "determine" the
    amount of bonuses for 1996.  The Creditors Committee alleges
    that Mr. Elkins was present at a July 24, 1996 Board Meeting,
    and discussed with the Board bonuses both for himself and for
    Mr. Cirka.  At the meeting, the Board considered two studies
    prepared by outside consultants and awarded bonuses of
    $5,000,000 to Mr. Elkins and $1,666,667 to Mr. Cirka.  These
    awards were made despite the fact that IHS had not met the
    objectives prescribed for a bonus under the Employment
    Agreement.  The Complaint alleges that before the Board
    meeting, Mr. Elkins approached each of the voting directors
    individually to discuss his bonus.

(B) 1996 Loans

    In 1996, Mr. Elkins and Mr. Cirka caused IHS to disburse a
    loan to them, wherein Mr. Elkins received $705,527 and
    Mr. Cirka received $880,630.  At that time, the disbursements
    were not authorized by the Board and neither Mr. Elkins nor
    Mr. Cirka provided a note or other loan documentation to IHS.
    At an April 29, 1997 meeting, the Compensation Committee
    approved the loan ex post.  The approval was ratified by the
    full Board the next day.

(C) 1997 Option Grant

    On May 27, 1997, Mr. Elkins sent a letter to the Compensation
    Committee requesting signatures on unanimous consents to
    grant him an option to purchase 700,000 share of IHS stock.
    This action was taken by the Compensation Committee and
    ratified within a few days.  Subsequently, Mr. Bachelder
    compiled a report, which was sponsored by Taylor Piclett,
    IHS' Chief Financial Officer, and presented to the
    Compensation Committee at its September 29, 1997 meeting.
    Mr. Bachelder did not attend the meeting.

    Mr. Bachelder's September Report recommended that certain
    employee's options be accelerated and that IHS institute a
    loan program to allow those employees to exercise their now-
    accelerated options.  The convertible debenture included a
    loan forgiveness component, which was tied to a "Change-in-
    Control" event.

    At its September 29, 1997 meeting, the Compensation Committee
    instituted a loan program, which authorized loans of up to
    $16,000,000 to enable IHS' officers to acquire or to hold
    IHS' common stock, but did not set up any mechanisms to
    monitor how the proceeds of the loan would be spent.  At the
    same meeting, the Compensation Committee granted Mr. Elkins a
    loan of up to $14,000,000 to exercise previously awarded
    options, as well as additional options to purchase up to
    400,000 shares of IHS stock.

    That same day, Mr. Elkins executed a Promissory Note to IHS
    for $13,447,000.  The terms of the note provided loan
    forgiveness under three circumstances:

        -- A "Change-in-Control," as defined in the Employment
           Agreement;

        -- Termination of Mr. Elkins without cause; and

        -- Mr. Elkins' departure from IHS for good cause.

(D) 1997 Compensation Revisions

    (a) July 1997 Revision

        At Mr. Elkin's request, the Compensation Committee
        conducted a review of the compensation arrangements of
        Mr. Elkins and other IHS officers in early 1997.  Mr.
        Bachelder was retained as a compensation consultant.  On
        July 24, 1997, Mr. Bachelder made recommendations
        relating to Mr. Elkins' compensation, including amending
        Mr. Elkins' Key Employee Supplemental Deferred
        Compensation Plan, granting Mr. Elkins options to
        purchase 1,700,000 shares of IHS stock and amending Mr.
        Elkins' Employment Agreement.  The Compensation Committee
        and the Board approved all of Mr. Bachelder's
        recommendations.  Mr. Bachelder was not present at the
        Board meeting and the Board was not given copies of Mr.
        Bachelder's report.

    (b) November 1997 Revisions and the Bonus Forgiveness Term

        At an October 19, 1997 meeting among Mr. Bachelder, Mr.
        Elkins, and Marshall Elkins, IHS' General Counsel and
        Mr. Elkins' brother, additional changes to the Employment
        Agreement were discussed.  Mr. Elkins wanted to add
        another forgiveness term to both the $13,500,000 Loan and
        a previous $4,700,000 loan.  The forgiveness term would
        establish an annual bonus program under which Mr. Elkins
        would be entitled to receive bonuses once a year
        beginning 1998 and ending in 2002.  These bonuses would
        be in an amount that would enable Mr. Elkins to repay the
        principal and interest on each loan covered by the Bonus
        Forgiveness Term.

        Although Mr. Elkins wanted the Bonus Forgiveness Term to
        apply to both the $13,500,000 Loan and the $4,700,000
        Loan, Mr. Bachelder would only recommend the Bonus
        Forgiveness Term with respect to the larger loan.  If the
        forgiveness terms were to apply to both loans, Mr.
        Bachelder reported, the total forgiveness amount would be
        too large.

        The Compensation Committee approved amendments to Mr.
        Elkins' Employment Agreement, including the Bonus
        Forgiveness Term for the $13,500,000 Loan, on
        November 18, 1997.  The $4,700,000 Loan was subject only
        to a Change-in-Control Forgiveness Term.  Board approval
        was obtained the same day.

        An amended employment agreement, which included the new
        loan forgiveness term and the recommendations approved in
        July 1997, was signed on November 18, 1997.

(E) Forgiveness for Amount Due on $4,700,000 Loan

    Mr. Elkins did not pay the amount due on his $4,700,000 Loan
    for 1997.  On March 19, 1998, he sent backdated unanimous
    written consents to the Compensation Committee, which would
    ex post approve a 1997 forgiveness bonus to cover the amount
    due on the loan.  This had the effect of essentially applying
    a one-time Bonus Forgiveness Term to the $4,700,000 Loan.
    The consents were signed and sent to Mr. Elkins.  The Board
    subsequently ratified the Compensation Committee's actions.

(F) The $2,088,000 Loan

    On January 28, 1998, Mr. Elkins caused IHS to provide to him
    $2,088,000 in the form of a loan.  The disbursement of funds
    was initially undertaken without approval from the
    Compensation Committee or the Board.

    In a March 19, 1998 letter, Mr. Elkins sent to the
    Compensation Committee loan documents and backdated unanimous
    written consents approving the loan ex post, which the
    Compensation Committee duly signed.

(G) The $4,200,000 Loan & Bonus Forgiveness Term Extension
    to the $2,088,000 Loan

    On September 30, 1998, Leslie Glew, then associate corporate
    counsel of IHS and assistant secretary to the Board, sent
    unanimous written consents to the Compensation Committee on
    Mr. Elkins' behalf.  The consents would:

        -- consolidate the $13,500,000 and $2,088,000 Loans;

        -- extend the Bonus Forgiveness Term to cover the
           $2,088,000 Loan; and

        -- provide a new $4,000,000 loan to Mr. Elkins.

    The new loan would be issued to allow Mr. Elkins to pay taxes
    on profits he realized through exercising options.

    The Compensation Committee executed the unanimous written
    consents that same day.  The consents were later ratified by
    the Board.

    Although Mr. Bachelder was never consulted by the
    Compensation Committee regarding the requests, Ms. Glew's
    cover letter included a reference to Mr. Bachelder's previous
    reports.

    As a result, Mr. Elkins executed two promissory notes:

       (1) The first note for $15,535,000, which represents the
           consolidated $13,500,000 and $2,088,000 loans; and

       (2) The second note, which stemmed from the authorization
           of the new $4,000,000 loan.

    However, the total proceeds from the loan exceeded the
    authorized $4,000,000 by $250,000.  Therefore, Mr. Elkins
    executed a $4,300,000 note to IHS on October 12, 1998.

(H) The $4,500,000 Loan

    In November 1998, Mr. Elkins received funds from a $4,500,000
    loan.  As with the $2,088,000 Loan, the disbursement of funds
    was not authorized when taken.  The $4,500,000 loan was
    approved and ratified by the Compensation Committee on
    November 19, 1998.  The action was ratified by the Board.
    Mr. Elkins then executed a promissory note to IHS reflecting
    the loan.

(I) 1999 Loan Program

    By 1999, the effects of the Balanced Budget Act of 1997 were
    beginning to be felt.  As of March 19, 1999, IHS' stock was
    trading at $6.81 per share.  In light of this, Mr. Elkins and
    Mr. Pickett believed that Citibank would seek to amend IHS'
    credit agreement so as to eliminate IHS' ability to use the
    credit agreement for loans to employees.

    On March 18, 1999, the Board was sent unanimous written
    consents, which would establish a $25,000,000 loan program
    for IHS officers.  Under the program, each beneficiary would
    execute a promissory note to IHS.  The note would contain
    both a Change-in-Control Forgiveness Term and a Five-Year
    Forgiveness Term.  The Five-Year Forgiveness Term provided
    that 20% of the amount of the loan, and any interest, would
    automatically be forgiven on each anniversary of the loan if
    the beneficiary was still employed at IHS.  The Board
    approved the program on March 19, 1999, without consultation
    with Mr. Bachelder.

    As of March 31, 1999, IHS loaned $11,500,000 to Mr. Elkins
    and $12,900,000 to other IHS officers.

(J) Extension of the Five-Year Forgiveness Term

    By mid-1999, Mr. Elkins had over $40,000,000 in total
    outstanding loans, almost $30,000,000 of which were not
    subject to the Five-Year Forgiveness Provisions.

    On July 8, 1999, in a meeting attended by Mr. Elkins, the
    Compensation Committee extended the application of the Five-
    Year Forgiveness Provisions to all of Mr. Elkins' loans.
    The Compensation Committee further:

       -- extended the time for repayment of the $4,700,000 Loan
          by five years;

       -- removed selling restrictions on the IHS stock Mr.
          Elkins purchased in connection with the $15,500,000
          Loan; and

       -- consolidated the $4,300,000 and $4,500,000 Loans into
          one loan totaling $8,750,000.

    The Board approved the action.

(K) The Elkins "Poison Pill"

    In January 2000, IHS amended the employment agreement of
    officers having outstanding loans from IHS to allow for
    forgiveness of about $16,000,000 in loans if Mr. Elkins were
    to depart from IHS.

    When Mr. Elkins left IHS in January 2000, IHS forgave
    $16,000,000 in loans to other IHS officers as well as the
    $40,000,000 in loans to Mr. Elkins.

    The Creditors Committee calls this move a "Poison Pill."

                    Chancery Court's Decision

Vice Chancellor Noble finds that the Creditors Committee failed to
raise any doubt that a majority of the Directors approving the
transactions questioned by the Committee were independent and
disinterested.  Vice Chancellor Noble also finds that certain of
the Committee's pleadings allege sufficient facts to maintain an
action alleging breach of fiduciary duty.  The Committee also
alleged, in a manner to withstand the requests for dismissal, that
Mr. Elkins breached his fiduciary duties to IHS.  The Committee,
however, has not alleged sufficient facts to support a waste
claim.

Vice Chancellor Noble grants the non-Elkins Defendants request and
dismisses the Committee's waste claim and fiduciary duty claims
against non-Elkins Defendants with respect to the 1996 Bonus, 1997
Option Grant, 1997 Loan Program, and 1997 Compensation Revisions.
The Committee's fiduciary duty claim with respect to the
$2,088,000 Loan is dismissed as to all non-Elkins Defendants
except for Messrs. Mazik and Newhall.

The non-Elkins Defendants' request to dismiss is granted for
Cirka as to the $4,200,000 Loan, the Extension of the Bonus
Forgiveness Term to the $2,088,000 Loan, the $4,500,000 Loan, the
1999 Loan Program, the Extension of the Five-Year Forgiveness
Term and the Elkins "Poison Pill."  Vice Chancellor Noble grants
the non-Elkins Defendants' request to dismiss Messrs. Crawford and
Strong as to the Elkins "Poison Pill."  The non-Elkins Defendants'
request to dismiss the Committee's other claims is denied.

Vice Chancellor Noble dismisses the Committee's waste claim
against Mr. Elkins.  To the extent the Committee's claims reach
Mr. Elkins as a Board member, Vice Chancellor Noble dismisses
those claims.

Mr. Elkins' request to dismiss the Committee's breach of fiduciary
duty claims made against him individually and in a capacity apart
from his role as a director is denied.

A full-text copy of the Chancery Court's 52-page Memorandum
Opinion is available for free at:

      http://bankrupt.com/misc/IHS_Committee_vs._elkins.pdf

Headquartered in Owings Mills, Maryland, Integrated Health
Services, Inc. -- http://www.ihs-inc.com/-- IHS operates local
and regional networks that provide post-acute care from 1,500
locations in 47 states. The Company filed for chapter 11
protection on February 2, 2000 (Bankr. Del. Case No. 00-00389).
Michael J. Crames, Esq., Arthur Steinberg, Esq., and Mark D.
Rosenberg, Esq., at Kaye, Scholer, Fierman, Hays & Handler, LLP,
represent the Debtors in their restructuring efforts.  On
September 30, 1999, the Debtors listed $3,595,614,000 in
consolidated assets and $4,123,876,000 in consolidated debts.
(Integrated Health Bankruptcy News, Issue No. 81; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


INTERMET CORP: Potential Default Prompts S&P to Junk Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured bank loan credit ratings on Troy, Michigan-
based Intermet Corp. to 'CCC' from 'B+' and its senior unsecured
debt rating to 'CCC-' from 'B'.  At the same time, Standard &
Poor's placed the ratings on CreditWatch with negative
implications.

The rating actions follow Intermet's announcement of its potential
to default on its financial covenants at the end of its third
fiscal quarter and, hence, have no access to its revolving credit
facility.  The casting company's total outstanding debt was about
$372 million (including the present value of operating leases) at
June 30, 2004.

"The ratings downgrade reflects heightened concerns over
Intermet's prospects of operating as an ongoing concern given its
inability to absorb the impact of raw material price increases,"
said Standard & Poor's credit analyst Heather Henyon.

The company has announced a projected net loss for the nine months
ended Sept. 30, 2004, ranging between $33 million and $38 million
due to a raw material costs increase of $24 million higher than
the prior year.  As a result of these losses, Intermet will not be
in compliance with its financial covenants at Sept. 30, 2004, and
is in the process of seeking a waiver from its lenders.  If the
company is not granted a waiver and does not receive access to its
revolving credit facility, the company could enter into bankruptcy
proceedings or a financial restructuring.  Total debt (adjusted
for $35 million restricted cash) to EBITDA increased to 5.8x for
the last 12 months ending June 30, 2004, exceeding Standard &
Poor's expectations of 4x-5x in the intermediate term.

Standard & Poor's will continue to monitor Intermet's ability to
secure a waiver from its lenders, access its revolving credit
facility, and potential for financial restructuring. If the
company is not granted a waiver and defaults on its credit
agreement, then ratings will be lowered to 'D'.


IPSCO INC: Raises Third Quarter Earnings Expectations by 40%
------------------------------------------------------------
IPSCO, Inc., (NYSE; TSX: IPS) expects third quarter earnings will
exceed $2.00 per diluted share, which is above the analyst
consensus of $1.43 per share by more than 40%.  Favorable results
this quarter have been driven by continued strength in the market
with strong product demand, resulting in higher margins.

IPSCO's Steelworks in Mobile, Alabama, was shut down as a
precautionary measure and to allow employees and their families to
evacuate prior to the landfall of Hurricane Ivan.  The facility
was safely up and running only three days after the hurricane
passed.  The manufacturing facility sustained no damage and is
operating efficiently.  "Our employees in Mobile did an
outstanding job of minimizing the effects of Hurricane Ivan," said
David Sutherland, President and Chief Executive Officer.  "The
plant was well protected and production was returned on a very
timely basis through the fortitude and dedication of our
employees."

IPSCO's employees, as well as logistics in the region, have been
affected by the destruction of the storm, which will temporarily
slow the shipping of products.  The impact of Hurricane Ivan has
been factored into the revised estimate for the quarter.

IPSCO, Inc., -- http://www.ipsco.com/-- is a publicly traded
corporation with operations spanning the U.S. and Canada.  The
Company was incorporated in 1956 under the name of Prairie Pipe
Ltd.  At that time pipemaking facilities were installed at the
Regina, Saskatchewan, Canada site.  Over the years the Company
expanded on both the Regina site and elsewhere through new
construction as well as acquisition.  In 1984, the Company changed
its name to IPSCO Inc., adopting the acronym by which it was
generally known, as its full name.

                         *     *     *

As reported in the Troubled Company Reporter on February 26, 2004,
Standard & Poor's Ratings Services lowered its ratings on steel
producer IPSCO Inc., including the long-term corporate credit
rating, which was lowered to 'BB' from 'BB+'.  At the same time,
Standard & Poor's lowered its rating on the company's 5.5%
cumulative redeemable first preferred shares to 'B' from 'B+'.
The downgrade affects about US$425 million in unsecured debt.  The
outlook is stable.

The downgrade is the result of the company's persistently weak
profitability and cash flow, as well as its aggressive capital
structure amid difficult operating conditions in the North
American steel minimill sector.  Although the company's revenues
are expected to increase with the general improvement in steel
market conditions, higher input costs stemming from currently
tight scrap steel supplies could limit profit and cash flow
growth.


JARDEN CORP: S&P Places B+ Credit Rating on CreditWatch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on houseware
manufacturer Jarden Corp., including its 'B+' corporate credit
rating, on CreditWatch with negative implications.

Total debt outstanding at June 30, 2004, was $499.3 million.

The CreditWatch placement follows Jarden's announcement today that
it had entered into a definitive agreement to acquire American
Household Inc., the parent of The Coleman Co. and Sunbeam Products
Inc., for $745.6 million plus assumption of debt.  The company
produces small appliances, camping equipment, and other products
under the Coleman, Mr. Coffee, Oster, and Sunbeam brands, among
others.

Warbug Pincus, a private equity firm, will likely invest
$350 million in equity and preferred equity in Jarden to
facilitate the transaction.   Rye, New York-based Jarden markets
the FoodSaver brand of home preservation appliances as well as
home canning jars and supplies under the Ball name and other
brands.

"Although we believe that the planned, partially debt-financed
acquisition would broaden Jarden's narrow niche oriented product
portfolio, the firm will be challenged to successfully integrate
such a large acquisition of a company operating in a highly
competitive markets," said Standard & Poor's credit analyst Martin
Kounitz.

To resolve the CreditWatch listing, Standard & Poor's will meet
with Jarden management to discuss business and financial
strategies.


JOSTENS INC: Offers to Pay 11.9% More for 12-3/4% Sr. Sub. Notes
----------------------------------------------------------------
Jostens, Inc., determined the price for its previously announced
tender offer and consent solicitation for its 12-3/4% Senior
Subordinated Notes Due 2010.  The Notes are being tendered
pursuant to an Offer to Purchase and Consent Solicitation
Statement dated August 19, 2004, which more fully sets forth the
terms and conditions of the cash tender offer to purchase any and
all of the $203,985,000 outstanding principal amount of the Notes
and the consent solicitation to eliminate substantially all of the
restrictive and reporting covenants, certain events of default and
certain other provisions contained in the indenture governing the
Notes.  If the Tender Offer expires at the expiration date and
time as currently scheduled (5:00 p.m., New York City time on
October 4, 2004, unless extended), the Total Consideration will be
$1,119.29 for each $1,000 principal amount of Notes tendered and
accepted for payment in accordance with the terms of the Offer to
Purchase.

The Total Consideration includes a consent payment of $20.00 for
each $1,000 principal amount of Notes.  All holders who validly
tender their Notes pursuant to the Offer to Purchase and prior to
the expiration time will receive the Total Consideration.  In
addition, each holder of Notes will be paid accrued and unpaid
interest, if any, from the last interest payment date up to, but
not including, the payment date.  The payment date for Notes
validly tendered and accepted for payment is expected to be
Tuesday, October 5, 2004, unless the Tender Offer is extended or
earlier terminated.

The Tender Offer Consideration for the Notes was determined by
reference to a fixed spread of 75 basis points over the bid side
yield to maturity on the 6.500% U.S. Treasury Note due
May 15, 2005 (as quoted on the Bloomberg Government Pricing
Monitor on page PX3 at 10:00 a.m., New York City time, on
September 20, 2004).

The Company reserves the right to extend the expiration date and
time of the Tender Offer at any time subject to applicable law.
In the event that the Tender Offer is extended for any period of
time longer than three business days from the currently scheduled
expiration date, a new price determination date will be
established that will be the tenth business day immediately
preceding the expiration date as extended.

The obligation of the Company to accept the Notes for purchase and
to pay the Total Consideration is conditioned on, among other
things, the satisfaction or waiver of the conditions to the
closing of previously announced transactions involving affiliates
of Kohlberg Kravis Roberts & Co. and DLJ Merchant Banking
Partners.

Credit Suisse First Boston LLC is acting as dealer manager and
solicitation agent for the Tender Offer and Consent Solicitation.
The information agent is MacKenzie Partners, Inc., and the
Depositary is The Bank of New York.  Questions regarding the
Tender Offer and Consent Solicitation may be directed to:

      Credit Suisse First Boston LLC
      Telephone: (800) 820-1653 (toll free)
                 (212) 538-0652 (call collect)

Requests for copies of the Offers to Purchase and related
documents may be directed to:

      MacKenzie Partners, Inc.,
      Telephone: (800) 322-2885 (toll free)
                 (212) 929-5500 (call collect)
      Email: proxy@mackenziepartners.com.

Jostens is a leading provider of school-related affinity products
and services in three major product categories: yearbooks, class
rings and graduation products, which includes diplomas and
graduation regalia, such as caps, gowns and announcements.
Jostens also provides school photography products and services in
Canada.  Jostens has a 107-year history of providing quality
products, which has enabled it to develop long-standing
relationships with school administrators throughout the country.
This announcement is not an offer to purchase, a solicitation of
an offer to purchase or a solicitation of consent with respect to
any securities.  The tender offers and consent solicitations are
being made solely by the Offer to Purchase and Consent
Solicitation Statements dated August 19, 2004.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 10, 2004,
Moody's Investors Service has assigned a B1 rating to Jostens IH
Corp.'s proposed $1.270 billion senior secured credit facility.
Details of the rating action are as follows:

Ratings assigned:

   Jostens IH Corp.

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

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

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

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

Ratings affirmed:

   Jostens Holding Corp.

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

      * Senior Implied - B1

      * Issuer rating Caa2

Ratings affirmed, subject to withdrawal at closing:

   Jostens Inc.

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

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

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

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

   AKI Holding Corp.:

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

   AKI, Inc.:

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

      * Senior Implied rating - B2; and

      * Issuer rating - B2.

   Von Hoffman Corp.:

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

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

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

      * Senior Implied - B1; and

      * Issuer rating - B2.

The outlook is stable.

The ratings reflect:

     (i) Jostens' high pro-forma leverage,

    (ii) low top line growth,

   (iii) competitive pricing pressure, and

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

Ratings are supported by:

     (i) the reputation of Jostens' products,

    (ii) the diversification of its product range,

   (iii) the maintenance of its yearbook,

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

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

    (vi) the experience of its management team.


KEY ENERGY: Discloses Selected Financial Data
---------------------------------------------
Key Energy Services, Inc., (NYSE: KEG) reported select financial
data for the month ended July 31, 2004.  The Company is providing
this information to investors as part of the consent from the
holders of the Company's 6-3/8% senior notes due 2013 and its
8-3/8% senior notes due 2008:

   Total revenues                                   $89,502,000
   Total current assets                            $231,568,000
   Total current liabilities                       $140,464,000
   Long-term debt, less current portion            $455,978,000

                        Activity Update

Activity levels remain strong as the Company's weekly rig hours
average approximately 52,000 per week, excluding holiday weeks.
Additionally, the Company recently extended the Egypt contract for
four of the five Egypt rigs through March 31, 2005, with month-to-
month extensions possible after that.  The contract on the fifth
rig is set to expire in February 2005; however, the Company will
seek to extend the contract through March 31, 2005 as well.

The Company completed its equipment review and physical inventory
count (not including valuation or matching to financial records)
and now turned over the inventory list to its auditors for their
review and inspection.  At this time, the Company is not able to
determine when the auditors will be able to complete their review
or whether or not they will agree with the results of the
Company's inventory count.  Although the Company has provided its
inventory list to its auditors, it cannot predict when it will
complete the restatement process and issue its audited financial
statements for the year ended December 31, 2003 and prior periods.
The Company has several other steps it must complete in order to
file its financial statements, such as determining the asset
valuation and proper periods in which the write-offs must occur.

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

                         *     *     *

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

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

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

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

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


LENTEK: American Biophysics Wins Mosquito Trap Infringement Suit
----------------------------------------------------------------
The United States Bankruptcy Court, Middle District Florida,
Orlando Division, recently awarded American Biophysics
Corporation, manufacturer of the Mosquito Magnet(R) Advanced
Mosquito Defense System(TM) -- http://www.mosquitomagnet.com--,
all of the intellectual property rights, including all trademark
and patent rights, for Orlando, Florida-based Lentek
International, Inc.'s carbon dioxide-generating "Mosquito Traps."
Lentek filed for bankruptcy on July 11, 2003 and was liquidated by
court order on June 17, 2004.

The bankruptcy court ruling in favor of American Biophysics is the
result of an investigation American Biophysics initiated with the
United States International Trade Commission against Lentek in
November 2003, alleging a violation under Section 337 of the
Tariff Act of 1930 as amended (19 U.S.C. Sec. 1337).  American
Biophysics accused Lentek of violating its patent rights relating
to methods and devices for trapping insects -- including its
patented Counterflow(TM) and propane combustion technology -- by
Lentek's manufacture and distribution of their insect trapping
devices, known as the Protector Mosquito Trap or the Mosquito
Killing Machine.

The ITC Administrative Law Judge issued an order on
April 19, 2004, finding Lentek in default for failing to appear
and participate in the ITC suit.  After the default was entered by
the ITC, American Biophysics filed a claim for damages for the
alleged patent infringement with the U.S. Bankruptcy Court in
Florida.  The bankruptcy judge awarded ABC American Biophysics an
administrative claim in the amount of $50,000 and ordered the
transfer of all of Lentek's patents, patent applications,
trademarks, trademark registrations, and trademark applications
relating to carbon dioxide-generating insect traps (including
models MK01 through MK11) to American Biophysics.  In addition,
the bankruptcy court awarded Lentek's entire existing inventory of
carbon dioxide-generating traps to ABC.

Lentek's complete supply of Mosquito Traps, totaling approximately
2,400 traps, was transferred to American Biophysics; the company
destroyed the entire stock of traps earlier this month.

"We vigorously defend our intellectual property rights and will
pursue any company infringing on our patents and trademarks," said
Raymond Iannetta, president and CEO, American Biophysics Corp.
"This most recent ruling is evidence that the legal actions we
initiate have important consequences to businesses that
manufacture or sell products that infringe on our Mosquito
Magnet(R) carbon dioxide-based traps."

Previously, American Biophysics successfully asserted its
pioneering patents against a number of companies, including Biting
Insect Technologies, Inc. and Blue Rhino Corporation, a division
of Ferrellgas Partners, L.P. (NYSE: FGP).  The latter resulted in
a recent ITC consent order against Blue Rhino to stop the
importation and sale of its SV1000 model insect traps.  ABC is
also pursuing litigation against Blue Rhino before the ITC for its
newer 2004 model products.

American Biophysics Corp., founded in 1991 and headquartered in
North Kingstown, Rhode Island, is a biotechnology company that
uses science and innovation to develop and manufacture practical
applications for new technologies that address biting insect
problems around the world.  Ranked America's fastest growing
private company by Inc. magazine, ABC is the creator and
manufacturer of the Mosquito Magnet(R) product line, the world's
original and only scientifically proven Advanced Mosquito Defense
SystemT.

The technology behind the Mosquito Magnet(R) insect trap is backed
by more than 13 years of research performed in coordination with
multiple government agencies.  The trap mimics a large mammal's
breath by catalytically producing the proper amount of carbon
dioxide, heat and humidity from propane gas.  The machine then
emits a warm, moist carbon dioxide plume, which attracts the
blood-seeking insects.  As they approach the source, they are
vacuumed into the machine's net where they dehydrate and die.  The
traps are designed to operate 24-hours a day, virtually
eliminating mosquito problems by disrupting their breeding cycles.

American Biophysics is the only commercial company, and one of
only a handful of scientific institutions in the world that has
the technology to probe mosquitoes down to a single neuron to
determine their reactions to various compounds.  The company has
isolated more than 330 compounds emitted from human skin and is
now scanning, separating, and introducing these compounds to
mosquitoes for positive and negative reactions to develop powerful
attractants to lure and catch biting insects.  In 2004, the
company launched Lurex(TM), the first-ever, EPA-registered
attractant designed specifically for the Asian Tiger mosquito, a
non-indigenous, aggressive species that is a potential carrier of
several mosquito-borne diseases including West Nile virus.

Pillsbury Winthrop -- http://www.pillsburywinthrop.com--
represented American Biophysics in the case against Lentek.
Pillsbury Winthrop counsel includes partners George Sirilla, Adam
Hess, and Kevin Kramer of the firm's Northern Virginia office.
Pillsbury Winthrop is an international law firm with core practice
areas in: litigation, technology and intellectual property,
energy, capital markets and finance. The firm has 17 offices
worldwide.


MCI INC.: Fitch Puts B Rating on $5.665B Senior Unsecured Notes
---------------------------------------------------------------
Fitch Ratings has assigned an initial rating of 'B' to MCI Inc.'s,
$5.665 billion outstanding of senior unsecured notes.  The senior
unsecured notes were issued in conjunction with MCI's emergence
from bankruptcy on April 20, 2004.  The notes are guaranteed by
all existing and future restricted subsidiaries of MCI.  The
Rating Outlook is Negative.

Fitch's 'B' rating and Negative Rating Outlook incorporate:

   * the highly speculative nature of MCI's credit profile as
     evidenced by the continued declines in revenue and operating
     cash flow from its long distance business,

   * the negative outlook for the intensely competitive long
     distance sector,

   * the lack of diversification with respect to its revenue
     stream and the unknowns surrounding the claims filed by
     certain states regarding WorldCom, Inc.'s state income tax
     filings.

Owing to the trends in the business, Fitch anticipates reductions
in MCI's future financial flexibility.  During 2005, Fitch expects
net cash from operating activities to exceed the estimated
$1.5 billion in annual capital spending and common stock
dividends.  In 2006, net cash from operations is forecast to
approximate the $1.5 billion assumed for capital spending and
dividends.  Due to declining EBITDA stemming from lower margins
and lower revenues, debt-to-EBITDA is forecast to approximate
5.5 times (x) by 2006.  It should be noted MCI operates with a
high degree of leased facilities, and based on the $897 million in
rent expense in 2003 for the predecessor company, annualized
adjusted debt-to-EBITDAR was 6.5 times (x) in the first half of
2004, compared to annualized debt-to-EBITDA of 3.4x during the
same period.

The negative issues are partly offset by current credit protection
metrics that are strong for the current rating and the strong
near-term liquidity provided by its $5.4 billion in cash at
June 30, 2004.  The 'B' rating also incorporates the potential
collateralization of senior secured facilities, as MCI has
disclosed that it is seeking revolving credit facilities in the
range of $750 million to $1 billion.  The rating could also be
revisited in the event revenue erosion accelerates beyond Fitch's
forecast assumptions, or if there are event risk scenarios that
come to pass, such as potential the outcome of lingering state tax
issues and merger and acquisition activity.

The fundamentals of the long distance industry are very negative
for the traditional long distance carriers and are not expected to
improve in the foreseeable future.  Characteristics of the
industry include:

   * a high degree of price competition,

   * overcapacity,

   * technological substitution,

   * weak demand for high-end business and related information
     technology services, and

   * the entrance over the past few years of the better
     capitalized Regional Bell Operating Companies into certain
     sectors of the long distance market.

The severe price competition in the industry has been due in part
to pricing actions by the leading carriers, MCI and AT&T Corp., as
well as by smaller operators.  In particular, in late 2003 AT&T
shifted to a more aggressive pricing strategy.  In the near-term,
pricing pressures are not expected to abate, owing to overcapacity
in the industry provided by a number of national network
operators.  Clearly, rationalization in the industry is needed,
but when this will occur is uncertain.

Technological substitution has also occurred from wireless
services, primarily in the consumer segment, and from e-mail and
the Internet.  Finally, as a pure-play long distance operator, MCI
suffers from a lack of growth opportunities in its core business.
In Fitch's view a strategy based on cost reductions is not viable
in the longer term, and therefore there is the risk acquisitions
could be made in the future that target growth areas.

The 'B' rating incorporates Fitch's concerns regarding
intermediate term liquidity in the 2006-2007 time frame.  MCI's
near-term liquidity is good, with more than $5 billion in cash and
cash equivalents at June 30, 2004.  Over the 2004 to 2006 time
frame, MCI's cash and cash flow from operations should be
sufficient to fund the company's remaining $1 billion in
obligations resulting from the emergence from the bankruptcy
process, a Fitch-estimated $1 billion annual capital spending
program, and to fund its approximately $500 million per year
annual dividend.  MCI also plans on obtaining a revolving credit
facility in the amount of $750 million to $1 billion, which will
provide additional liquidity.  In 2007, $2.0 billion of the senior
notes become due.  Given the trends and volatility of its
operations, there is some risk that MCI may not have sufficient
cash or access to the capital markets to retire or refinance this
debt.

Fitch's rating also incorporates the uncertainty posed by state
tax issues regarding its predecessor company's tax strategies.
State claims pertaining to these tax obligations total
$2.75 billion, including a claim by the state of Mississippi of
$2 billion.  MCI has confirmed in the press that settlement
discussions with the states regarding these tax issues have
occurred.  Fitch cannot predict the potential outcomes of such
discussions, and has no information regarding the potential
settlement amounts.  However, assuming such tax settlements may
approximate the recovery on the predecessor company's senior
unsecured debt, such settlements could thus approximate $1 billion
and have been assumed in the rating.  Even with payments totaling
$1 billion, Fitch estimates MCI's cash balances would exceed
$4 billion over the next two years.  Fitch would review its rating
if the settlement process (or if a settlement is not reached,
litigation) resulting in payments exceeding $1 billion.

The rating is based on existing public information and is provided
as a service to investors.


MICROCELL TELECOM: Inks Cash Take-Over Bid Agreement with Rogers
----------------------------------------------------------------
Rogers Wireless Communications, Inc., Rogers Communications, Inc.,
and Microcell Telecommunications, Inc., entered into an agreement
under which Rogers Wireless will make an all cash take-over bid
for Microcell's securities.

In light of this development, TELUS Corporation (TSX: T, T.A;
NYSE: TU) extended its all-cash offers to purchase all of the
issued and outstanding publicly traded shares (TSX: MT.A, MT.B)
and warrants (TSX: MT.WT.A, MT.WT.B) of Microcell with a view to
evaluating the terms and conditions of the Rogers bid and the
likelihood of that bid being completed.  TELUS will continue to
assess its options with respect to any further extensions and
amendments to its bid once the Rogers bid is available.

The TELUS offers, as extended, will be open for acceptance until
9 p.m., Toronto time, on October 12, 2004, unless further extended
or withdrawn.  The TELUS offers were previously scheduled to
expire at 9 p.m., Toronto time, on September 20, 2004.  The TELUS
offers are otherwise unchanged, and continue to be for Cdn.$29 per
Class A restricted voting share and Class B non-voting share,
Cdn.$9.67 per Warrant 2005 and Cdn.$8.89 per Warrant 2008.  A
Notice of Extension will be mailed to the security holders of
Microcell as soon as is practicable.

As of the close of business on September 20, 2004, 837 class A
restricted voting shares, 172,311 class B non-voting shares,
91,166 Warrants 2005 and 91,398 Warrants 2008 of Microcell had
been deposited to the offers and not withdrawn from the offers.

                        About the Offers

TELUS retained RBC Capital Markets to act as its financial advisor
in connection with the offers. RBC Dominion Securities, Inc., and
RBC Capital Markets Corporation are acting in Canada and the
United States, respectively, as dealer managers in connection with
the offers.  Questions and requests for assistance may be directed
to:

      RBC Dominion Securities, Inc.
      Telephone: 416-842-7519
      Toll free: 1-888-720-1216

            -- or --

      RBC Capital Markets Corporation
      Telephone: 415-633-8513
      Toll free: 1-888-720-1216

            -- or --

      Depositary for the Offers
      Computershare Trust Company of Canada
      Toll free: 1-866-982-8786

Additional copies of the Offers to Purchase and Circular dated
May 17, 2004, the accompanying Letters of Acceptance and
Transmittal and Notices of Guaranteed Delivery, the Notice of
Extension and Variation dated June 22, 2004, the Notice of
Extension dated July 22, 2004, the Notice of Extension dated
August 20, 2004, and the Notice of Extension dated September 20,
2004, may be obtained without charge on request from the Dealer
Managers or the Depositary.

                          About TELUS

TELUS is Canada's second largest telecommunications company with
more than Cdn$7 billion of annual revenue, more than 4.8 million
network access lines and more than 3.6 million wireless
subscribers.  The company provides subscribers across Canada with
a full range of telecommunications products and services utilizing
next-generation Internet-based technologies, including data and
voice services through TELUS Communications, Inc., and wireless
services through TELUS Mobility.

Microcell Telecommunications, Inc., is a major provider, through
its subsidiaries, of telecommunications services in Canada
dedicated solely to wireless.  Microcell offers a wide range of
voice and high-speed data communications products and services to
over 1.2 million customers.  Microcell operates a GSM network
across Canada and markets Personal Communications Services -- PCS
-- and General Packet Radio Service -- GPRS -- under the Fido(R)
brand name.  Microcell has been a public company since October 15,
1997, and is listed on the Toronto Stock Exchange.

                         *     *     *

As reported in the Troubled Company Reporter on May 18, 2004,
Standard & Poor's Ratings Services placed its 'CCC+' long-term
corporate credit ratings and the 'B-' senior secured debt rating,
on Microcell Telecommunications, Inc., on CreditWatch with
positive implications following Telus Corp.'s announced cash bid
for 100% of the shares of Microcell.  At the same time, the
ratings on the company's subsidiary, Microcell Solutions, Inc.,
were also placed on CreditWatch with positive implications.

"Should the bid be successful, Microcell's existing debt would
likely be redeemed in its entirety," said Standard & Poor's credit
analyst Joe Morin.  Microcell currently has about C$400 million in
senior secured bank debt outstanding. Under the credit facility
covenants, a change of control in Microcell could result in an
acceleration of the debt, which can be exercised at the option of
lenders.  In addition, the debt can be voluntarily prepaid at any
time. Standard & Poor's assumes that if the debt is not
accelerated by creditors, Telus would prepay the debt given the
facility's higher interest rates and collateral features.


MIRANT CORPORATION: Court Approves Transcanada Compromise
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approves the Settlement Agreement between TransCanada PipeLines
Limited, TransCanada Energy Ltd., and TransCanada Gas Service,
Inc., on one hand and Mirant Canada Energy Marketing, Ltd., and
Mirant Canada Energy Marketing Investments, Inc., Mirant
Corporation Canadian debtor-affiliates on the other hand.

As reported in the Troubled Company Reporter on August 13, 2004,
an important goal of Mirant Corporation and its debtor-affiliates
as been to resolve the issues, claims, and debts in the Canadian
insolvency proceedings of Mirant Canada Energy Marketing, Ltd.,
and Mirant Canada Energy Marketing Investments, Inc., under the
Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-36 as
amended.  The material claims in the Canadian Proceeding were
resolved in a settlement agreement that the Court approved on
April 21, 2004.

Although the Global Settlement Agreement resolved nearly all the
major creditors' issues relating to the Debtors' Canadian assets,
Michelle C. Campbell, Esq., at White & Case, LLP, in Miami,
Florida, notes that the claims of TransCanada PipeLines Limited,
TransCanada Energy Ltd., and TransCanada Gas Service, Inc.,
relating to certain contracts were not resolved, but rather,
reserved for determination at a later date.

                  The TransCanada Transactions

On October 10, 2001, MCEM, MAEMII and the TransCanada Entities
entered into a Purchase and Sale Agreement (Margin Business) under
which MCEM acquired certain TransCanada Energy assets and MAEMII
acquired certain assets of TransCanada Gas. MCEM purchased from
TransCanada Energy a financial AECO basis swap of 5,000 MMBtu's
per day for NYMEX last day minus $0.34 USD/MMBtu, ending in
October 2004. The counterparty of the Basis Swap is Engage Energy
Canada, LP. Engage would not consent to a novation of MCEM for
TransCanada Energy under the Basis Swap. Thus, TransCanada Energy
continues to be in contractual privity with Engage under the Basis
Swap. To date, MCEM has performed under the Basis Swap.

Ms. Campbell reports that MAEM assumed the obligations of MAEMII
under the PSA pursuant to that certain Agreement Relating to
Purchase and Sale Agreement (Margin) dated November 30, 2001 by
and among MAEM, MAEMII and TransCanada Gas. Under a Contribution,
Assignment and Assumption Agreement (Margin) and General
Conveyance (Margin) dated December 1, 2001 between MAEM and
MAEMII, MAEMII transferred the TransCanada Gas Assets to MAEM.

MAEMII and MCEM are jointly and severally liable to the
TransCanada Entities under the PSA and MAEM is liable to the
TransCanada Entities for MAEMII's obligations under the PSA by
virtue of the ARPSA.  Moreover, Mirant Corp. guaranteed the
obligations of the Mirant Entities under the PSA under a Guaranty
dated October 10, 2001. Mirant Corp., on MCEM's behalf, posted a
$3,356,785 letter of credit to TransCanada PipeLines to support
MCEM's overall transaction activity with TransCanada PipeLines.
The Letter of Credit expires on September 30, 2004.

                 The Mirant Canada Liquidation

On October 2, 2003, Mirant Canada engaged in a sales process
designed to sell its Canadian trading business.  To that end, in
March 2004, Mirant Canada assigned to Tenaska Marketing Canada
certain gas transportation-related contracts identified in the
PSA, with these exceptions:

   (a) The Firm Service Capacity Release to Androscoggin Energy,
       LLC, under Gas Transportation Contract for Firm
       Transportation Service starting November 10, 1999 and
       ending November 1, 2018 for 11,000 mmbtu/day at primary
       delivery point Draicut;

   (b) The Gas Transportation Contract for First Transportation
       Service starting March 9, 1999 and ending October 31,
       2018 between TransCanada Gas and Portland Gas
       Transmission for 4,000 mmbtu/day at primarily delivery
       point Draicut; and

   (c) The Gas Transportation Contract for Firm Transportation
       Service starting November 1, 2018 and ending March 9,
       2019 between TransCanada Gas and Portland Gas
       Transmission for 15,000 mmbtu/day at primary delivery
       point Draicut.

Substantially all of Mirant Canada's assets were liquidated in the
Canadian Proceeding thereby leaving more than $80,000,000 in cash.

At the time of the Global Settlement Agreement, it was believed
that the TransCanada Entities would assert a claim against Mirant
Canada for about $13,500,000 for the anticipated rejection of the
Portland Contracts.  Consequently, an escrow account was
established with $10,800,000 for the benefit of the TransCanada
Entities, pending resolution of the Portland Contracts.
PricewaterhouseCoopers, as monitor in the Canadian Proceedings, is
holding the Funds in the escrow account, which are earning
interest.

                     The TransCanada Claims

On December 15, 2003, the TransCanada Entities filed two proofs of
claim against Mirant Corp.:

   (a) Claim No. 6512 for $103,465,841; and
   (b) Claim No. 6511 for $151,404.

In May 2004, MAEM and MAEMII sought and obtained the Court's
permission to reject the Portland Contracts and the Androscoggin
Contract.  The Debtors subsequently entered into discussions with
TransCanada to resolve issues related to the rejected Contracts
and with respect to the Engage Basis Swap.

                    The Settlement Agreement

The Mirant Entities and the TransCanada Entities have reached an
agreement wherein TransCanada Energy will receive $14,327,292 in
this manner:

   (a) On or before the second business day after the Court
       approves the Settlement agreement, the TransCanada
       Entities will take all steps necessary to draw the full
       amount of the Letter of Credit. The Letter of Credit
       proceeds will be converted to Canadian dollars at the rate
       of $1 = CN$1.3929, which was the exchange rate as of
       July 15, 2003.  Thus, the Letter of Credit proceeds will
       have a value of CN$4,675,666;

   (b) MCEM will instruct PwC to transfer CN$9,251,626 to
       TransCanada Energy from the Funds;

   (c) PwC has agreed to make the transfer immediately upon
       receipt of a written instruction from MCEM, and PwC
       agreed to immediately instruct its bank to convert the
       Funds to Canadian Dollars sufficient to pay
       CN$9,251,626 on the date that it receives the written
       instruction from MCEM.  If the Letter of Credit proceeds
       is less than the anticipated CN$4,675,666, then MCEM is
       obligated to instruct PwC to transfer additional funds
       from the Funds until TransCanada Energy receives
       CN$13,927,292;

   (d) TransCanada Energy will be entitled to earn interest on
       CN$12,787,292 at a rate per annum equal to the rate
       earned by PwC on the Funds for any amount required to be
       paid, but not paid, from June 15, 2004 until the
       Effective Date;

   (e) No portion of the payments are to be paid from any of the
       Debtors' bankruptcy estates;

   (f) The Agreement provides that CN$1,140,000 of the
       CN$13,927,292 required to be paid under the Agreement
       represents any liability TransCanada Energy may owe to
       Engage under the Engage Basis Swap. MCEM intends to
       continue to perform the Basis Swap or assign the Basis
       Swap to a creditworthy entity.  The Basis Swap terminates
       on October 25, 2004. Consequently, the Agreement provides
       for a periodic return of the Basis Swap Funds on these
       dates and amounts:

       -- CN$395,000 on August 25, 2004;
       -- CN$383,000 on September 27, 2004; and
       -- CN$362,000 on October 25, 2004.

       If MCEM assigns the Basis Swap to a creditworthy entity
       prior to termination of that agreement, TransCanada
       Energy is required to return the then-balance of the
       Basis Swap Funds to the Mirant Entities with accrued
       interest;

   (g) The TransCanada Entities will also be allowed a general
       unsecured claim for $2,450,000 against Mirant Corp. in its
       bankruptcy case and will not be required to take any
       further action to substantiate or prove the Unsecured
       Claim; and

   (h) The Mirant Entities and the TransCanada Entities mutually
       release each other from Claims related to damages
       incurred by the TransCanada Entities in connection with
       MAEM and MAEMII's rejection of the Portland Contracts or
       any aspect of the parties' prior business relationship.
       Excluded from the mutual release are:

       -- claims to rights and remedies under the Agreement;

       -- the obligations of the parties under the Agreement;

       -- the obligations of the parties under the Androscoggin
          Contract; and

       -- with respect to Mirant Corp. and MAEM, the debt
          evidenced by the Unsecured Claim.

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)


NATIONAL BENEVOLENT: Moody's Affirms Junk Long-Term Debt Rating
---------------------------------------------------------------
Moody's Investors Service affirmed the Ca rating assigned to
National Benevolent Association's long term debt but revised the
outlook to positive from negative. Approximately $153 million of
rated debt is affected.  On September 10, 2004, the bond trustee
reported that National Benevolent received an offer to purchase 11
of its senior care facilities for $210 million.  While this would
not likely be sufficient to repay public bondholders 100% of their
outstanding principal and interest (NBA had total liabilities of
$293 million as of December 31, 2003, some of which are likely to
be assumed by the purchaser), it is likely to result in a
repayment that is considerably greater than what we had
anticipated when we downgraded the rating to Ca on
December 9, 2003.

On September 3, 2004, National Benevolent's board approved an
Asset Purchase Agreement with Fortress NBA Acquisition, LLC,
guaranteed by Fortress Investment Fund II, LLC, to purchase 11 of
National Benevolent's senior living facilities for $210 million.
Fortress' bid is not subject to due diligence or its ability to
obtain financing, though it is subject to adjustment for customary
accrued and unpaid expenses and a cure of claims brought by
certain residents who claim overcharges for certain monthly
service fees.  Fortress would also receive certain segregated or
escrowed cash accounts relating to future liabilities for entrance
fee refunds.  This bid would establish the minimum price and the
sale terms of the facilities under an auction process that is
scheduled to be heard, and hopefully approved, by the bankruptcy
court on October 5, 2004.

It is expected that an auction will be conducted approximately
45-60 days after court approval and that a hearing to approve the
auction results will take place within a few days of the auction.
Once the results of the auction are approved, it is anticipated
that a closing of the sale will occur within approximately
90 days.  The APA may be terminated if, among other reasons, the
bankruptcy court has not approved the bidding process by
October 31, 2004, the court has not approved the sale by February
15, 2005, or the closing has not occurred by March 31, 2005.  The
transaction is also subject to other regulatory approvals.

As of December 31, 2003, National Benevolent's unaudited financial
statements reflected total long-term debt of approximately
$220 million, including approximately $153 million owed to public
bondholders and $63 million owed to KBC Bank for amounts honored
under its letters of credit.  An additional $15 million of short-
term liabilities, $21 million of long term liabilities and
$38 million of unearned entrance fees existed as of Dec. 31, 2003.
As of this same date, NBA had unrestricted cash and investments of
$69 million, bond proceeds held by trustee of $15 million and
restricted investments of $45 million (a portion of the latter of
which we believe Fortress is likely to receive).

We expect that National Benevolent incurred significant expenses
since December 31, 2003, related to legal and consulting fees, as
well as general operations, that have reduced liquid balances.
Nevertheless, based on these amounts, we estimate that if Fortress
is the successful bidder, bondholders will receive a significant
amount of their outstanding principal and interest.  At this time,
it is not known whether National Benevolent would continue to
operate its remaining properties and continue to service any
remaining bond obligations.

                            Outlook

Moody's revised the outlook on the Ca rating to positive from
negative.  On September 10, 2004, the bond trustee announced that
NBA had received an offer to purchase 11 of its senior care
facilities for $210 million.  While this would not likely be
sufficient to repay public bondholders 100% of their outstanding
principal and interest (National Benevolent had total liabilities
of $293 million as of December 31, 2003, some of which are likely
to be assumed by the purchaser), it is likely to result in a
repayment that is considerably greater than what we had
anticipated when we downgraded the rating to Ca on Dec. 9, 2003.


NATIONAL CENTURY: Trust Wants HCA Claim Reduced to $1,992,756
-------------------------------------------------------------
David A. Beck, Esq., at Jones Day, in Chicago, Illinois, relates
that in the Summer of 1998, Medshares Consolidated, Inc., entered
into an agreement to purchase certain home health agencies from
Columbia/HCA, now known as HCA, Inc.  As part of the Asset
Purchase Agreement, Medshares agreed to purchase assets of certain
home healthcare agencies owned by HCA and certain subsidiaries and
joint ventures, which assets included accounts receivable
outstanding at the time of closing.

At the time of the sale transaction between Medshares and HCA, the
valuation of the purchase accounts receivable was uncertain.
Under the Medshares Purchase Agreement, Medshares agreed to
purchase the "Threshold Amount" of the accounts receivable.  If
more than the Threshold Amount was collected, the excess funds
would be returned to HCA.

To facilitate the collection of the accounts receivable, Debtor
National Century Financial Enterprises, Inc., Medshares and HCA
entered into a Collection Agreement pursuant to which NCFE was to
receive payments on the accounts receivable.  The collections were
then remitted to HCA to the extent they exceeded the Threshold
Amount.

The Collection Agreement defines the Threshold Amount as "sixty
percent (60%) of the Value of the Receivables."  The Value of the
Receivables is defined as "the amount of the book value of the
Receivables, determined based upon a 150 day bad debt reserve
policy, adjusted by those reserves or assets which have the nature
of being a reserve or asset for a cost report purpose."  The
Collection Agreement required NCFE to pay HCA money only if and as
the collections exceeded the Threshold Amount.  The Collection
Agreement was to be in effect for a period of six months.

On February 2, 1999, HCA made a demand on NCFE for payment under
the Collection Agreement.  Subsequently, Greg Gerkin, Assistant
Vice President of HCA, contacted NCFE to discuss HCA's demand for
payment.  Mr. Gerkin asserted that NCFE owed HCA more than
$1 million and that HCA would sue NCFE if NCFE did not pay HCA
approximately $1.3 million.

Because NCFE had not yet received all of the patient-specific data
regarding the accounts receivable, which presumably was in HCA's
possession, NCFE was unable to perform a complete accounting of
the collections in its possession at that time.  Nevertheless, on
March 5, 1999, NCFE remitted $1,305,137 to HCA.  Notwithstanding
the payment, HCA sued NCFE in Tennessee state court in a case
styled Columbia Healthcare Corp. v. Medshares Consolidated, Inc.,
et al.

After the remittance of the $1,305,137 payment, NCFE received the
patient-specific data regarding the purchased accounts receivable
and then was in a position to complete a comprehensive accounting
of the collections received.  In that accounting, NCFE determined
that the Threshold Amount had not been exceeded at that time and
that the $1,305,137 had been paid to HCA in error.

On May 4, 1999, NCFE made a demand on HCA for the return of the
$1,305,137.  HCA has never returned the money.  NCFE filed
counterclaims in the Tennessee Litigation to recover the
$1,305,137 amount.

HCA asserted Claim No. 121 for $10,611,222, broken into three
categories:

    (a) The deposits that can be definitely linked to pre-
        acquisition services

        This component of the HCA Claim consists of accounts
        receivable with definitive pre-acquisition dates of
        service that were deposited into the NCFE lockboxes.  HCA
        asserts that it has a $2,368,113 claim for Definitive Pre-
        Acquisition Receivables.  However, NCFE collected only
        $206,479, after the $1,305,137 payment is taken into
        account, in Definitive Pre-Acquisition Receivables.
        Accordingly, the HCA Claim with respect to the category
        should be reduced to $206,479.

    (b) The deposits for which documentation has not been
        produced

        HCA asserts that there is insufficient documentation to
        identify $5.17 million in NCFE lockbox collections as pre-
        or post-acquisition accounts receivable.  HCA proposes to
        divide the Unidentified Lockbox Collections between pre-
        and post-acquisition accounts receivable by a procedure
        conducted by Ernst & Young based on an estimation of the
        allocation of pre- and post-acquisition accounts
        receivable, resulting in an allocation of $2,765,275 to
        pre-acquisition accounts receivable payable to HCA.  In
        addition, HCA asserts a claim for another $1,682,948 of
        pre-sale accounts receivable received by NCFE through
        "some mechanism other than the lockbox accounts."

        Mr. Beck argues that HCA's $2,765,275 claim for
        Unidentified Lockbox Collections greatly overstates the
        amount that actually represents pre-acquisition
        receivables.  NCFE's analysis indicates that the actual
        amount allocable to pre-acquisition accounts receivable is
        $1,786,277.  Accordingly, the portion of the HCA Claim
        relating to the Unidentified Lockbox Collections should be
        reduced to $1,786,277.

        With respect to HCA's $1,682,948 claim for Unidentified
        Collections, HCA does not provide any evidence that these
        funds were received by NCFE.  NCFE's books and records
        also do not indicate the receipt of any of those funds.
        Indeed, these amounts may have been paid directly to
        Medshares, in which case HCA may have a claim against
        Medshares.  Because it did not receive these funds, Mr.
        Beck contends that NCFE is under no obligation to pay the
        Unidentified Collections to HCA.

    (c) The post-sale periodic interim payments

        After the sale transaction between HCA and Medshares,
        Medshares continued to receive periodic interim payments
        from Medicare under HCA's provider number.  The Post-Sale
        interim payments were then remitted to NCFE, which in turn
        credited Medshares and advanced substantial funds to
        Medshares to purchase additional accounts receivable.

        HCA asserts a claim for $1,913,543 with respect to the
        post-Sale interim payments.  However, HCA provides no
        basis for why the post-Sale interim payments give rise to
        a claim against the Debtors' estates.  Whether or not HCA
        was or may be required to reimburse Medicare for these
        funds, NCFE is not liable to HCA under the Collection
        Agreement or otherwise with respect to these amounts.

        HCA also asserted a claim for $1,881,343 in interest on
        the amounts it alleges it is owed from the Debtors.  HCA
        has not provided any basis for asserting a claim for
        interest against the Debtors.

Thus, the only portions of the HCA Claim that should be allowed
are reduced amounts for the Definitive Pre-Acquisition Receivables
for $206,479, and for the Unidentified Lockbox Collection for
$1,786,277.

Accordingly, the Unencumbered Assets Trust, the successor-in-
interest to certain rights and assets of National Century
Financial Enterprises, Inc., and its debtor-affiliates, asks the
U.S. Bankruptcy Court for the Southern District of Ohio to reduce
the HCA Claim from $10,611,222 to $1,992,756.

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


NATIONAL MARINE: Court Dismisses Bankruptcy Case in One Day
-----------------------------------------------------------
On September 17, 2004, the Honorable Kay Woods of the U.S.
Bankruptcy Court for the Northern District of Ohio dismissed the
bankruptcy case filed by National Marine, Inc., on
September 16, 2004.

The Home Savings & Loan Company of Youngstown, Ohio, National
Marine's largest secured creditor moved the Court to dismiss the
case on the ground that it was "improvidently filed."

Home Savings holds specific lien interests in used boats and, in
conjunction with another creditor -- KeyBank, holds a security
interest in all of the Debtor's used boat inventory as well as the
new and used boat trailer inventory.  As a result, there is no
equity in the Debtor's property available for a reorganization.

Prior to the filing of the chapter 11 case, Home Savings obtained
a $5 million judgment in the Court of Common Pleas of Trumbull
County, Ohio.  The judgment was obtained following the Debtor's
monetary default on its obligations to Home Savings.

Subsequently, by special court order, Home Savings executed and
levied on all of the Debtor's personal property.  A Receiver was
appointed on August 19, 2004.

On its own accord, Home Savings conducted an investigation and
found:

    a) the Debtor's insurance was canceled on August 24, 2004, for
       non-payment;

    b) the Debtor's office rent is two months in arrears;

    c) Mr. William Hionas, President of National Marine, did not
       resist the Bank's motion to appoint a Receiver;

    d) at the Debtor's Vienna facility, the office trailers were
       being disassembled and there was a danger that the Debtor's
       records and personal property would be lost;

    e) numerous other creditors have been moving against the
       Debtor's chattels and were attempting and seeking to obtain
       possession of boats;

    f) National Marine was selling new boats and then taking a
       trade where National Marine could make payments on the
       trade-in loan for a six month period of time; as a result,
       with no cash available, those payments on the customers'
       trade-in loans weren't made, and numerous banks and
       customers are now trying to repossess the boats.

Headquartered in Vienna, Ohio, National Marine Inc. sells stocked
performance boats.  The Company filed for chapter 11 protection on
September 16, 2004 (Bankr. N.D. Ohio Case No. 04-44552).  Irene K.
Makridis, Esq., in Warren, Ohio represents the Debtor.  When the
Debtor filed for protection from its creditors, it listed
$10,852,000 in total assets and $11,911,451 in total debts.


NOMURA CBO: S&P Places Junk Ratings on CreditWatch Positive
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its rating on the class
A-2 notes issued by Nomura CBO 1997-1 Ltd., a high-yield arbitrage
CBO, on CreditWatch with positive implications.  The rating on the
class A-2 notes was previously lowered June 2002, May 2003, and
November 2003.

The CreditWatch placement reflects factors that have positively
affected the credit enhancement available to support the class A
notes since the last rating action in November 2003.  The primary
factor was an increase in the level of overcollateralization
available to support the notes.

Since the last rating action, the transaction paid down
$107.786 million (approximately 44.38%) to the class A-2 notes,
$74.83 million of which was paid on the May 15, 2004 payment date.
Standard & Poor's noted that since the last rating action, the
class A-2 overcollateralization test has increased to 114.67% from
104.89%.

Standard & Poor's will be reviewing the results of the current
cash flow runs generated for Nomura CBO 1997-1 Ltd. to determine
the level of future defaults the rated class can withstand under
various stressed default timing and interest rate scenarios, while
still paying all of the interest and principal due on the notes.
The results of these cash flow runs will be compared with the
projected default performance of the performing assets in the
collateral pool to determine whether the rating currently assigned
to the notes remains consistent with the credit enhancement
available.

             Rating Placed On Creditwatch Positive

                     Nomura CBO 1997-1 Ltd.

                              Rating
                Class     To               From
                ----      --               ----
                A-2       CCC+/Watch Pos   CCC+

Transaction Information

Issuer:             Nomura CBO 1997-1 Ltd.
Co-issuer:          Nomura CBO 1997-1 Corp.
Collateral manager: Nomura Corporate Research
                    and Management
Underwriter:        Bear Stearns Cos. Inc.
Trustee:            JPMorganChase Bank
Transaction type:   Cash flow arbitrage high-yield CBO

      Tranche                 Initial    Last      Current
      Information             Report     Action    Action
      -----------             -------    ------    -------
      Date (MM/YYYY)          6/1997     11/2003   10/2004

      Class A-2 note rtg.     A-         CCC+      CCC+/Watch Pos
      Class A-2 OC ratio      120%       104.89%   114.67%
      Class A-2 OC ratio min. 114%       135%      150%
      Class A-2 note bal.     $291.50mm  $242.871  $135.084mm

      Portfolio Benchmarks                        Current
      --------------------                        -------
      S&P Wtd. Avg. Rtg.(excl. defaulted)         B+
      S&P Default Measure(excl. defaulted)        4.89%
      S&P Variability Measure (excl. defaulted)   2.87%
      S&P Correlation Measure (excl. defaulted)   1.14
      Oblig. Rtd. 'BB+' and above                 8.02%
      Oblig. Rtd. 'BB-' and above                 27.54%
      Oblig. Rtd. 'B-' and above                  73.37%
      Oblig. Rtd. in 'CCC' range                  12.94%
      Oblig. Rtd. 'CC', 'SD' or 'D'               13.69%

      S&P Rated         Prior            Current
      OC (ROC)          Rating Action    Rating Action
      ---------         -------------    -------------
      Class A notes     99.99% (CCC+)    104.53%(CCC+/Watch Pos)
      Class B notes     N.A. (CC)        N.A. (CC)

For information on Standard & Poor's CDO Portfolio Benchmarks and
Rated Overcollateralization Statistic, see "ROC Report September
2004," published on RatingsDirect, Standard & Poor's Web-based
credit analysis system, and on the Standard & Poor's Web site at
http://www.standardandpoors.com/ Go to "Fixed Income," under
"Browse by Sector" choose "Structured Finance," and under
Commentary & News click on "More" and scroll down to the desired
articles.


PARMALAT USA: Has Until September 30 to File Chapter 11 Plan
------------------------------------------------------------
Parmalat USA Corporation and its U.S. debtor-affiliates, General
Electric Capital Corporation, as agent and lender, Citibank, N.A.,
and the Official Committee of Unsecured Creditors agree to another
round of amendments to the Final DIP Order.

As sanctioned by the Court, the parties stipulate that, unless the
maintenance of the existing $35,000,000 availability is authorized
by the DIP Lenders, the U.S. Debtors' authority to borrow and re-
borrow funds will be reduced dollar for dollar by the amount of
any proceeds received by:

   -- Farmland on account of its equity interest in Milk Products
      or any intercompany loan made by Milk Products to Farmland;
      or

   -- GE Capital on account of the sale of substantially all of
      the assets of Milk Products.

                      Use of Cash Collateral

The U.S. Debtors are authorized to borrow money, use Cash
Collateral and spend money solely to pay:

   -- Farmland's and Milk Products' operating expenses;

   -- the obligations due to Citibank under the Receivables
      Purchase Agreement; and

   -- the Permitted Fee Expenses, excluding:

      (1) the Permitted Fee Expenses incurred on Parmalat USA's
          behalf in excess of $25,000; and

      (2) any Permitted Fee Expenses to investigate or prosecute
          claims or causes of action on Parmalat USA's behalf.

The U.S. Debtors will not permit the amount outstanding under the
DIP Loans to exceed the amount of the DIP Loans budgeted in the
Budget most recently approved by GE Capital by more than 10% on a
cumulative basis from September 17, 2004, to the end of each week
in the Budget, as measured at the end of each that week.

                       Use of Sale Proceeds

GE Capital will apply all proceeds of the sale, collection or
other disposition of the Postpetition Collateral -- which neither
constitutes Prepetition Collateral nor is subject to the Second
Mortgages -- to reduce the DIP Loans.  If the proceeds from the
sale, collection or other disposition of Postpetition Collateral
exceed the DIP Loans, the amount by which the proceeds exceed,
will be available for use by the Debtors as Cash Collateral in
accordance with the Budget GE Capital approved.  GE Capital will
hold the Postpetition Commitment Reserve as additional
Postpetition Collateral.

If, after the commitment to make DIP Loans has been terminated and
after application of the proceeds of Postpetition Collateral,
there remains Postpetition Collateral or proceeds after repayment
of the DIP Loans, and the Prepetition Indebtedness to the extent
of the Adequate Protection Liens and the Section 507(b) Claim, the
Postpetition Collateral and the proceeds will be retained by the
Debtors, subject to further Court order.

                      Restructuring Timeline

The Lenders require the U.S. Debtors by:

     September 30, 2004   to file a plan of reorganization
                          and disclosure statement;

     October 15, 2004     to close the sale of Milk Products
                          of Alabama;

     November 15, 2004    to obtain court approval for the
                          Disclosure Statement; and

     December 31, 2004    to confirm the Plan

The Debtors' non-compliance will constitute an event of default
under the DIP Financing Facility.

The DIP Lenders extend the maturity date of the DIP Facility until
October 6, 2004.

                     Professional Fees Budget

The U.S. Debtors will provide GE Capital with a detailed budget
for professional fees by September 23, 2004.  The Professional
Fees Budget will cover the period from October 1, 2004, to January
31, 2005.

Thereafter, on or before the 25th day of each month, the Debtors
will update the Professional Fees Budget, and will consult with GE
Capital in good faith with respect the level of professional fees
and the projects or activities on which professional fees are
being expended.

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


PEGASUS SATTELITE: Plans to Pay Prepetition Loan Obligations
------------------------------------------------------------
Pegasus Satellite Communications, Inc., and its debtor-affiliates
ask the United States Bankruptcy Court for the District of Maine:

   (a) to allow prepetition liens or prepetition loan obligations
       to the extent, after proper notice, no party-in-interest
       has filed a claim or defense to the Prepetition
       Obligations, and the Claim or Defense is not overruled by
       the Court;

   (b) for authority to pay the uncontested Prepetition
       Obligations, exclusive of claims, if any, in respect of
       the prepayment penalties or fees, the payment of Base Rate
       interest with respect to the LIBOR Loans, as defined in
       the Prepetition Financing Documents, and default rates of
       interest on the Debtors' obligations under the Prepetition
       Financing Documents; and

   (c) to shorten the period by which the Official Committee of
       Unsecured Creditors or any other person or entity with
       legal standing is required to assert any Claims or
       Defenses with respect to the Prepetition Obligations.

The Debtors estimate that the amount owed on account of the
uncontested Prepetition Obligations as of September 15, 2004,
inclusive of principal, and accrued and unpaid interest is
$519,180,834.

Robert J. Keach, Esq., at Bernstein, Shur, Sawyer & Nelson, in
Portland, Maine, relates that before the Petition Date, Pegasus
Media & Communications, Inc., and its direct parent, Pegasus
Satellite Communications, Inc., were borrowers under these Loan
Agreements:

  Secured Debt     Date Entered  Borrower   Agent
  ------------     ------------  --------   -----
  Senior             10/22/03     PM&C      Bank of America, N.A.
  Term Loan                                 Deutsche Bank and
  Agreement                                 Trust Company

  Prepetition        12/19/03     PM&C      Madeleine, LLC
  Revolving Credit
  Agreement

  Junior Term        08/01/03     PSC       Wilmington Trust
  Loan Agreement                            Company

As of the Petition Date, the status of the Debtors' Prepetition
Secured Debt is:

                    Principal Amount   Accrued
  Secured Debt         Outstanding     Interest    Other Fees
  ------------      ----------------   --------    ----------
  Senior              $391,766,856   $2,950,150   undisclosed
  Term Loan
  Agreement

  Prepetition           18,000,000      275,410       $10,417
  Revolving Credit
  Agreement

  Junior Term          104,402,897    2,246,374   undisclosed
  Loan Agreement

At the closing of the sale of the Debtors' Direct Broadcast
Satellite Business on August 27, 2004, the Debtors' estates
received in excess of $900,000,000 in cash consideration.
Pursuant to the Cash Collateral Order, the Debtors deposited the
Sale Proceeds into three separate, interest-bearing accounts
pending the allowance and distribution on the claims of the
Prepetition Secured Parties.

The Debtors calculate that interest is accruing on the
Prepetition Obligations at $1,000,000 per week.  The amount of
interest that the Debtors pay, on a current basis, on account of
the Prepetition Obligations is significantly greater than the
interest the Debtors will earn in respect of the DBS Sale
Proceeds.  Thus, the Debtors believe that paying the Prepetition
Obligations from the Proceeds without delay will result in savings
to the Debtors and their estates of several millions of dollars in
interest.  These saving could be used to pay the claims of the
Debtors' unsecured creditors.

The Committee has advised the Debtors that it will not raise any
Challenge or Defense with respect to the Prepetition Obligations
or the Prepetition Liens, except for claims, if any, in respect of
prepayment penalties or fees.  The Debtors and the Committee both
agree that at this juncture in the Chapter 11 cases the allowance
and distribution of the uncontested amounts owing under the
Prepetition Obligations is a modest and appropriate modification
to the Cash Collateral Order that is amply justified by the
significant savings to the Debtors and their estates that will
inure to the benefit of the Debtors' unsecured creditors.

The Committee and the Debtors further agree that shortening the
Challenge Period is appropriate to ensure that parties-in-interest
have notice and an opportunity to assert any Claims or Defenses to
the Prepetition Obligations or the Prepetition Liens pursuant to
the terms of the Cash Collateral Order.

                          *     *     *

In a Court-approved Stipulation, the Debtors, the Committee, and
the lenders to the Debtors' Secured Debt agree that:

   (a) The Debtors will pay the lenders to the Senior Term
       Loan Agreement $393,609,123, plus non-default interest of
       $103,473 per diem for each day after September 17, 2004,
       until the allowed claim for principal and non-default
       accrued interest under the Senior Term Loan Agreement
       is paid:

                   Outstanding Accrued Interest
                     as of September 17, 2004

                                                  Per Diem
                                                  --------
       Tranche D Loans at
          Base Rate plus 6% (10.5%)       $1,370,164    $85,635
       Incremental Term Loans at
         Base Rate plus 2.5% (7%)             53,969      3,373
       Initial Term Loans at
          Base Rate plus 2.5% (7%)           231,438     14,465
                                          ---------- ----------
       Subtotal of Accrued Non-Default
          Interest (09/01/04 - 09/17/04)  $1,655,571
                                          ==========
       Per diem for non-default interest
       (Per Diem assumes no change to the
       prime rate of Bank of America)                  $103,473
                                                       ========

                     Principal Amount of Term Loans

       Principal Amount Tranche D Term Loan        $298,500,000
       Principal Amount Incremental Term Loan        17,636,334
       Principal Amount Initial Term Loan            75,630,521
                                                   ------------
       Subtotal                                     391,766,856

       Other Fees and Expenses:
          Admin Agency Fee due July 22, 2004            $37,500
          Expenses through September 17, 2004:
             Paul Weiss                                 129,311
             Moore & Van Allen                            6,019
             Chanin                                       3,000
             Drummond Woodsum                            10,866
                                                   ------------
      Subtotal of Fees and Expenses                    $186,697
                                                   ------------
      Total Principal Amount & Fees and Expenses   $393,609,123
                                                   ============

   (b) The Debtors will pay the lenders to the Prepetition
       Revolving Credit Agreement $18,087,787, plus non-default
       interest of $5,164 per diem for each day after
       September 17, 2004, until the allowed claim for principal
       and non-default accrued interest under the Prepetition
       Revolving Credit Agreement is paid:

       09/17/04 Principal Balance                   $18,000,000

       09/01/04-09/17/04 Accrued and Unpaid
          Interest at 10.5% (Base Rate of 4.5%
          plus 6% Applicable Margin)                     87,787

       Per Diem Interest Commencing 09/18/04             $5,164

       Fees and Costs                                         0

   (c) The Debtors will pay the lenders to the Junior Term Loan
       Agreement $107,842,759 -- comprised of principal,
       non-default cash and PIK interest and accrued costs and
       fees -- plus non-default interest of $33,415 per diem for
       each day after September 17, 2004, until the allowed claim
       for principal and non-default accrued interest under the
       Junior Term Loan Agreement is paid; and

   (d) The Secured Lenders have asserted that they are entitled
       to a prepayment premium, payment of interest at the Base
       Rate for all loans, and payments of default interest under
       the Secured Debts.  Accordingly, the Secured Lenders will
       file a request by October 5, 2004, to seek payment of the
       Prepayment Premium and Default Interest.  The Court's
       hearing on the Premium Motions will be held on November 8,
       2004.

Headquartered in Bala Cynwyd, Pennsylvania, Pegasus Satellite
Communications, Inc. -- http://www.pgtv.com/-- is a leading
independent provider of direct broadcast satellite (DBS)
television. The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. D. Me. Case No. 04-20889) on
June 2, 2004.  Larry J. Nyhan, Esq., James F. Conlan, Esq., and
Paul S. Caruso, Esq., at Sidley Austin Brown & Wood, LLP, and
Leonard M. Gulino, Esq., and Robert J. Keach, Esq., at Bernstein,
Shur, Sawyer & Nelson, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $1,762,883,000 in assets and
$1,878,195,000 in liabilities. (Pegasus Bankruptcy News, Issue
No. 11; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PLIANT CORPORATION: Names James Ide as New Chief Financial Officer
------------------------------------------------------------------
Harold Bevis, President and CEO of Pliant Corporation, reported
that James Ide has joined the company as Executive Vice President
and Chief Financial Officer, effective immediately.

Jim was most recently Chief Financial Officer and Treasurer of
Next Level Communications, Inc., a publicly traded provider of
telecommunications equipment, which was acquired by Motorola, Inc.
in 2003.  Jim spent the majority of his 18-year career at Motorola
in audit and financial roles of increasing responsibility.  He
lived in China for over three years during the greenfield startup
of Motorola's mobile handset operations in the early 1990s, during
which time the business grew to over $1 billion in sales.  Jim
began his career at Arthur Andersen & Co. in Chicago.  He holds a
Masters of International Management from Thunderbird and a B.B.Ad
in Accounting and Spanish from Gonzaga University. He is
proficient in Mandarin Chinese and Spanish.

"It is an honor and a great advancement for Pliant to have a
leader with Jim's skills and experience on the team.  Under his
leadership, we will continue to focus crisply on the drivers of
our performance in operational excellence, cost drivers, profit
drivers and cashflow," said Harold Bevis, "as well as the
continued implementation of sustainable, contemporary financial
processes that are systematized, repeatable and common across
Pliant."

Jim fills the opening created when Brian Johnson accepted the
position of Executive Vice President of Strategy and Business
Development in May, and has held both this new and CFO role since
then.

Jim Ide also joins Pliant's Leadership Team as one of the most
senior members.  Pliant stays focused on organic growth programs
and leading the industry in operational excellence and supply
chain performance. Jim has a broad knowledge base in all of these
topic areas and will play a key role in leading the achievement of
Pliant's goals in the coming years.

Jim and his family already reside in the Chicago area close to
Pliant's headquarters location, and he will start this position
immediately.

Pliant Corporation produces value-added film and flexible
packaging products for personal care, medical, food, industrial
and agricultural markets.  The Company operates 25 manufacturing
and research and development facilities around the world, and
employs approximately 3,015 people.

As of June 30, 2004, Pliant Corporation's stockholders' deficit
widened to $458,548,000 compared to a $436,432,000 deficit at
March 31, 2004.


PROVELL INCORPORATED: Court Formally Closes 2002 Bankruptcy Case
----------------------------------------------------------------
The Honorable Allan L. Gropper of the U.S. Bankruptcy Court for
the Southern District of New York closed the bankruptcy cases
filed by Provell, Inc., and its debtor-affiliates on May 9, 2002.

On December 12, 2002, the Debtors filed their Joint Plan of
Reorganization.  The Plan was confirmed on January 31, 2003 and no
notice of appeal was filed.

Since the confirmation date, the Plan has been substantially
consummated. On February 19, 2003, the Plan's Effective Date, the
Reorganized Debtors made all payments and distributions required
under the Plan.

Section 350 of the Bankruptcy Code provides that a case will be
closed provided that the estate has been fully administered.

The Debtors satisfy the requirements in fully administering their
estate based on:

    a) the Confirmation Order has become final and unappealable;

    b) the Plan has been substantially consummated and the
       Effective Date has occurred;

    c) no significant property transfers remain unexecuted under
       the Plan;

    d) the Reorganized Debtors have assumed the business and
       management of the property dealt with by the Plan;

    e) payments under the Plan have commenced; and

    f) no motions or contested matters remain unresolved in
       these cases.

Headquartered in Minneapolis, Minnesota, Provell, Inc., develops,
markets and manages an extensive portfolio of membership and
customer relationship management programs that provide discounts
and other benefits to members in the areas of shopping, travel,
hospitality, entertainment, health/fitness, finance, cooking and
home improvement.  The Company and its debtor-affiliate filed for
chapter 11 protection on May 9, 2002 (Bankr. S.D.N.Y. Case No.
02-12232).  Alan Barry Hyman, Esq., Jeffrey W. Levitan, Esq.,
David A. Levin, Esq. at Proskauer Rose LLP represent the Debtors
in their restructuring efforts.  When the Debtors filed for
protection from creditors, they listed $40,574,000 in total assets
and $82,964,000 in total debts.


QUANTA SERVICES: First Reserve Offering 20 Million Shares for Sale
------------------------------------------------------------------
Quanta Services, Inc. (NYSE: PWR) announced a secondary offering
of 20,000,000 shares of its common stock.  First Reserve Fund IX,
L.P., a private investment fund managed by First Reserve
Corporation, is offering all of the shares and Quanta will not
receive any of the proceeds of the offering.   JPMorgan and Credit
Suisse First Boston will act as joint book-running managers for
the offering.  In addition, Banc of America Securities LLC has
been named as joint lead underwriter and First Albany Capital has
been named as co-managing underwriter.  First Reserve will grant
the underwriters an option to purchase up to 3,000,000 additional
shares to cover over-allotments, if any.

Upon completion of the offering, assuming no exercise of the
underwriters' over-allotment option, First Reserve will own
approximately 16.4% of Quanta Services' common stock.

The shares are being offered pursuant to effective shelf
registration statements that were previously filed with the
Securities and Exchange Commission.  A prospectus supplement
relating to these securities has been filed with the Securities
and Exchange Commission.  This press release shall not constitute
an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any state in which such
an offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any
such state.  A copy of the preliminary prospectus supplement
relating to this offering may be obtained from the offices of:

      J.P. Morgan Securities Inc.
      Prospectus Department
      One Chase Manhattan Plaza, Floor 5B
      New York, NY 10081
      Telephone no.: 212-552-5164

               -- or --

      Credit Suisse First Boston LLC
      Prospectus Department
      One Madison Avenue
      New York, NY 10010
      Telephone no. 212-325-2580

Quanta Services, Inc., is a leading provider of specialized
contracting services, delivering end-to-end network solutions for
the electric power, gas, telecommunications and cable television
industries.  The company's comprehensive services include
designing, installing, repairing and maintaining network
infrastructure nationwide.

First Reserve Corporation -- http://www.firstreserve.com-- based
in Greenwich, Connecticut, is the largest and oldest private
equity firm specializing in the energy industry with $4.7 billion
under management across four active funds.  Throughout its 20-year
history, First Reserve has developed a strong franchise of
investing exclusively in the energy industry, utilizing its broad
base of specialized industry knowledge.  First Reserve has funded
more than 80 principal transactions and completed more than 200
add-on acquisitions with its core companies.

                         *     *     *

As reported in the Troubled Company Reporter on November 3, 2003,
Standard & Poor's Ratings Services assigned a 'BB-' corporate
credit rating to Quanta Services Inc. At the same time, Standard &
Poor's assigned a 'BB-' to Quanta's proposed $200 million senior
secured credit facilities, and a 'B' rating to the $270 million
convertible subordinated debentures recently issued under SEC Rule
144A. Proceeds from these transactions are being used to refinance
debt and to collateralize letters of credit. The rating outlook is
stable.

"The ratings reflect Quanta's highly leveraged financial profile,
aggressive financial policies, and fair liquidity, tempered by its
leading positions in large, cyclical end markets," said Standard &
Poor's credit analyst Heather Henyon. Because of declining telecom
and cable market conditions and soft energy markets, Quanta has
shifted its business focus from telecom and cable (21% of revenue
in 2003, from 58% in 2000) to electric power and gas (62% of
revenue in 2003, from 28% in 2000). Standard & Poor's expects
limited growth in the energy infrastructure sector in the near
term, although over time, gradual improvement should occur from
transmission and distribution work and from outsourcing trends.


REFCO GROUP: Inks MOU Allowing Hantec Use of RefcoFX Trader System
------------------------------------------------------------------
Refco Group Ltd., LLC, disclosed that Refco Forex Limited has
signed a memorandum of understanding with Hantec Investment
Holdings Limited, whose shares are listed on The Stock Exchange of
Hong Kong Limited. The financial terms of the transaction were not
disclosed; however, the deal, which is subject to a definitive
agreement and other approvals, contemplates Refco providing Hantec
with use of the RefcoFX Trader system for its Asian client base.

Refco is one of the largest global execution and clearing firms
for derivatives as well as a provider of prime brokerage services
in the fixed income and foreign exchange markets.  The RefcoFX
Trader system is used by thousands of global clients and has
become a leading trading platform in the retail foreign exchange
market.

Hantec Investment Holdings Limited provides leveraged foreign
trading services in Hong Kong, including spot and forward foreign
exchange dealing and over-the-counter foreign currency option
trading in major freely convertible currencies.  Hantec also
provides securities broking, commodities and futures broking,
corporate advisory, asset management, and other related services.

Phillip R. Bennett, President and Chief Executive Officer of Refco
Group Ltd., LLC, said, "Our proposed arrangement with Hantec is
indicative of our continuing commitment to China and the Asian
marketplace in general.  We believe that the opportunity for
accelerated growth among customers in the region is great, and we
intend to be a major participant in this market.  Hantec has
established a substantial foothold in Hong Kong and mainland China
and we are delighted that Refco will partner with Hantec to
capitalize on the growth potential."

In addition to the RefcoFX Trader system, Hantec will consider
offering other products and services in the Refco suite; including
futures and equity-based trading platforms.

Y. L. Tang, Founder and Chairman of Hantec Investment Holdings
Limited, said, "We are extremely happy to have Refco as a major
shareholder in Hantec.  This transaction constitutes the beginning
of a partnership that, we believe, will be long lasting and
mutually beneficial. The breadth and depth of Refco's products and
services is outstanding and will surely be attractive to our
existing clients and prospects.  We share Refco's vision about the
growth potential of our marketplace and are delighted to a have a
global firm of Refco's stature as our partner."

                  About Refco Group Ltd., LLC

Refco Group Ltd., LLC -- http://www.refco.com-- is a diversified
financial services organization with operations in 14 countries
and an extensive global institutional and retail client base.
Refco Group's worldwide subsidiaries are members of principal U.S.
and international exchanges, and are among the most active members
of futures exchanges in Chicago, New York, London, Frankfurt,
Paris and Singapore.  In addition to its futures brokerage
activities, Refco is a major broker of cash market products,
including foreign exchange, foreign exchange options, government
securities, domestic and international equities, emerging market
debt, and OTC financial and commodity products.  Refco is one of
the largest global clearing firms for derivatives.

                         *     *     *

As reported in the Troubled Company Reporter on July 14, 2004,
Standard & Poor's Ratings Services assigned its 'BB-' long-term
counterparty credit rating to Refco Group Ltd., its 'BB-' rating
to the firm's $800 million senior secured bank term loan and $75
million senior secured revolving credit facility, and its 'B'
rating to the firm's $600 million senior subordinated notes due
2012.  The outlook is stable.

The proceeds from the note issuance and the senior secured bank
loan, with the addition of an equity investment from Thomas H. Lee
Partners L.P., will be used to recapitalize the firm, including
the buyout of certain shareholders.

"The ratings are based on Refco's strong and well-established
franchise as one of the leading firms in futures and options
brokerage, prime brokerage, U.S. Treasury, and foreign exchange
markets," said Standard & Poor's credit analyst Tom Foley.  The
firm also has a strong and well-seasoned management team and a
good earnings track record.  Offsetting these strengths is the
weak capitalization, pro forma for the recapitalization, with
respect to tangible equity.


SCHLOTZSKY'S INC: Pursues Process to Put Company in New Hands
-------------------------------------------------------------
After receiving inquiries from more than 50 parties, Schlotzsky's,
Inc., (OTC: BUNZQ) confirmed that a process is underway which
could result in financial restructuring and eventual new ownership
for the Company.  Schlotzsky's, through its investment banker
Trinity Capital LLC, solicited and received more than ten
preliminary indications of interest in late August.  Subsequently,
the Board of Directors and management selected certain of these
potential investors to participate in further discussions and due
diligence with the Company based on the terms of their indications
of interest and their ability to help Schlotzsky's emerge from
Chapter 11 as a stronger entity.

Upon completion of the ongoing due diligence and discussions, the
remaining potential investors will have the opportunity to submit
a final proposal describing their plans to invest in and
restructure the Company.  The Company is diligently pursuing a
goal of identifying a final lead investor and submitting a plan to
the Bankruptcy Court by early December 2004.  Any plan submitted
will be subject to review by Schlotzsky's creditors and
shareholders and to approval by the Court.

"We are very pleased with the number of offers we received and can
credit the high level of preliminary interest in Schlotzsky's to
the strength of our brand, our quality products, our outstanding
franchisees, our customer base and our position within the
market," said Sam Coats, President and CEO of Schlotzsky's, Inc.
"We hope to receive a final bid by mid-October and then move
forward with emerging from Chapter 11 and becoming a stronger
company.  Schlotzsky's continues to make the world's best sandwich
and to rely on and appreciate the ongoing support of our customers
and franchisees."

In United States Bankruptcy Court for the Western District of
Texas, San Antonio Division, U.S. Bankruptcy Judge Leif Clark
approved Schlotzsky's retention of Trinity Capital to provide
restructuring, corporate finance and other advisory services and
the retention of Hilco Real Estate, LLC to provide consultation
services on Schlotzsky's real estate portfolio, including the sale
of certain Company-owned properties.  The Court denied the
formation of a separate franchisee committee at this time.

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.


SEMCO ENERGY: Names Peter Clark Vice President & General Counsel
----------------------------------------------------------------
SEMCO ENERGY, Inc. (NYSE: SEN) appointed Peter F. Clark as Senior
Vice President and General Counsel effective immediately.

Mr. Clark brings more than 20 years of corporate, transactional,
regulatory, merger and acquisition, and other energy-related
experience to the SEMCO ENERGY management team.  He most recently
served as Vice President, General Counsel and Secretary of
Conectiv, an energy-holding company with revenues of $2 billion.
The Wilmington, Delaware-based company, owned by Pepco Holdings,
Inc., includes Delmarva Power & Light Company and Atlantic City
Electric Company.

"I am pleased Peter is joining the SEMCO team.  He brings valuable
energy-and regulated-business knowledge and leadership.  His
experience and expertise will make an important contribution as we
grow our regulated gas businesses," said SEMCO ENERGY President
and Chief Executive Officer George A. Schreiber, Jr.

Mark T. Prendeville remains with the Company as Vice President and
Deputy General Counsel.

Mr. Clark was named General Counsel of Conectiv shortly after it
was formed in 1998.  His appointment was preceded by more than a
decade of service with Delmarva Power & Light Company, where he
served as Senior Counsel and then as Assistant General Counsel.
Earlier, Mr. Clark was in private practice in the Labor and
Employment section of Hunton & Williams of Richmond, Virginia.

He holds a law degree from Vanderbilt University School of Law,
Nashville, Tennessee, and was a Magna Cum Laude graduate of
Davidson College, Davidson North Carolina with a Bachelor of Arts
degree in History.

He is admitted to practice in Delaware and Virginia.  He is a
member of the Energy Bar Association and the Association of
Corporate Counsel (Delaware Valley Chapter).

SEMCO ENERGY, Inc. (S&P, BB- Corporate Credit Rating, Negative) is
a diversified energy and infrastructure company that distributes
natural gas to approximately 391,000 customers in Michigan and
Alaska. It owns and operates businesses involved in natural gas
pipeline construction services, propane distribution and
intrastate pipelines and natural gas storage in several regions in
the United States. In addition, SEMCO provides information
technology, specializing in serving mid-sized companies in various
sectors.


SK GLOBAL: Court Appoints Moon Ho Kim as Creditor Trustee
---------------------------------------------------------
Since July 2003, Moon Ho Kim has served as SK Global America,
Inc.'s Treasurer.  Mr. Kim also served as the Debtor's President
beginning May 2004.  Mr. Kim worked as part of the Debtor's
accounting team from October 2002 to June 2003.  Prior to
October 2002, Mr. Kim worked in the tax and accounting departments
of the Debtor's parent -- SK Networks Co., Ltd., then known as SK
Global Co., Ltd.  For the purposes of pension and other employee
benefits, Mr. Kim remains as an employee of SK Networks, but does
not receive any remuneration from SK Networks.

Based on his relevant experience and familiarity with the Debtor's
books and records and business dealings before and during the
Debtor's bankruptcy case, the Debtor, SK Networks and SK
Corporation appoint Mr. Kim as the initial Creditor Trustee to
serve under the Creditor Trust Agreement on the effective date of
the Plan.

The parties believe that the selection of Mr. Kim as Creditor
Trustee will facilitate and expedite the liquidation of the
Debtor's remaining assets, to the benefit of the beneficiaries of
the Creditor Trust.

The Court approves the appointment of Mr. Kim as Creditor
Trustee.

Headquartered in Fort Lee, New Jersey, SK Global America, Inc., is
a subsidiary of SK Global Co., Ltd., one of the world's leading
trading companies.  The Debtors file for chapter 11 protection on
July 21, 2003 (Bankr. S.D.N.Y. Case No. 03-14625). Albert Togut,
Esq., and Scott E. Ratner, Esq., at Togut, Segal & Segal, LLP,
represent the Debtors in their restructuring efforts.  When they
filed for bankruptcy, the Debtors reported $3,268,611,000 in
assets and $3,167,800,000 of liabilities.

The Court confirms the Chapter 11 Plan of Liquidation on
September 15, 2004.


SOUTHWEST HOSPITAL: Hires Hunton & Williams as Special Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
gave its permission for Southwest Hospital and Medical Center,
Inc., to employ the services of Hunton & Williams, LLP, as special
counsel for the Debtor.

Hunton & Williams will:

     a) represent and assist the Debtor in connection with
        matters pertaining to compliance with federal and state
        health regulatory laws;

     b) coordinate communications between employees of the
        Debtor and general bankruptcy counsel regarding
        regulatory matters and provide assistance to the
        Debtor's board of trustees regarding compliance with
        strategies relating to federal and state laws;

     c) assist the Debtor's general bankruptcy counsel in
        representing the Debtor in connection with sale
        transactions, including those requiring Court approval,
        and including, but not limited to, (i) the negotiation
        of terms relating to the preparation of purchase and
        sale agreements and related papers, (ii) the preparation
        of transfer and closing documents, and (iii) the
        provision of advice in connection with any applicable
        state or federal laws governing the sale of health care
        facilities.

Jon Neiditz, Esq., is the lead attorney in the hospital's
restructuring.  Mr. Neiditz will bill the Debtor $350 per hour.
Mr. Neiditz discloses that Hunton & Williams will not act as
general bankruptcy counsel and avoid duplication of services.

Hunton & Williams does not have any interest adverse to the Debtor
or its estate.

Headquartered in Atlanta, Georgia, Southwest Hospital and Medical
Center, Inc., operates a hospital. The Company filed for
protection on September 9, 2004 (Bankr. N.D. Ga. Case No.
04-74967).  When the Debtor filed for protection from its
creditors, it listed $10 million in assets and more than
$10 million in debts.


SPX CORP: Fitch Places Double-B rating on Debt with Stable Outlook
------------------------------------------------------------------
Fitch Ratings initiated ratings on SPX Corporation's senior
secured bank debt and senior unsecured debt at 'BB+' and 'BB'.
The Rating Outlook is Stable.

The ratings consider:

   * SPX's diverse portfolio of businesses across a wide variety
     of niche markets,

   * the company's financial flexibility, and

   * modest capital requirements.

Concerns include:

   * an uncertain outlook for margins related to competitive
     pressure and operating challenges in a number of businesses,

   * seasonal variability in operating cash flow, management
     turnover, and

   * financial policies that emphasize returns to shareholders.

The company has consistently focused on strengthening productivity
across all of its segments through ongoing restructuring,
integrating acquired businesses, and selling assets that are
unlikely to meet return requirements.  Operating performance has
lagged recently, raising concerns about the degree of operating
leverage that will be realized in a stronger economy.

As a result of weak operating results in certain businesses during
the first half of 2004, SPX may focus on restructuring and
divestures during the near term, but there has been no fundamental
change in management's long-term strategy for making bolt-on
acquisitions.  Capital expenditures have been modest but could
reasonably be expected to eventually increase toward historical
levels.  The continued return of cash to shareholders appears
likely in the form of share repurchases and dividends (dividends
were initiated in 2004 for the first time since 1997) but, due to
restrictions under financial covenants, share repurchases may be
more constrained than in the past until operating results improve.
As of June 30, 2004 total adjusted debt/EBITDAR (including the
effect of operating leases and securitizations) of 4.5 times (x)
for the last twelve months was at the upper end of historical
levels.  Fitch anticipates free cash flow will be used for modest
debt reduction as SPX's Consolidated Leverage Ratio, as defined in
the company's bank agreement, is slightly above the company's
target range of 2.0x-2.5x (2.74x at June 30, 2004; restricted to
3.25x or less by the bank agreement).

SPX has a manageable debt structure; although it could potentially
be required to purchase approximately $663 million of its February
LYONs in 2006, it has the financial flexibility to replace such
debt given its operating cash flow, ample cash balances, and
current availability under its bank facilities.

The ratings incorporate a normal return to seasonally stronger
operating cash flow in the second half, stabilization in SPX's
margins and the allocation of free cash flow to sufficient debt
reduction to maintain leverage within its target range.

Free cash flow in the first half of 2004 was substantially below
the year earlier period, due in large part to higher working
capital requirements attributable to a combination of higher
sales, the start-up of a Dock Products facility, the timing of
payments for interest and taxes as well as accounts payable, and
supplier payments related to an acquisition.  Cash flow typically
benefits from seasonally stronger results during the second half
of the year in SPX's Technical Products and Flow Technology
segments.  Although not anticipated by Fitch, a significant
shortfall in second half cash flow in 2004 compared to the second
half of 2003 (excluding the effect of A/R sales) could result in a
further review of the ratings.

Organic revenue growth in the second quarter of 2004 was over 6%,
excluding the effect of foreign exchange rates.  Every segment
reported revenue growth but margins have been a different story.
Compared to other multi-industry companies that have generally
seen margins benefit from the economic expansion in 2004, every
segment at SPX has reported weaker margins since the beginning of
2003.  Part of the trend in 2004 can be attributed to an increase
in non-cash expenses for stock compensation and pension accruals
but operating difficulties, as well as higher restructuring and
raw material costs, were also to blame.  In response to margin
declines, SPX has addressed operating problems in certain
businesses including the Valves and Controls and Broadcast
Communications platforms.

In the second half of 2004, normal seasonality in the Technical
Products and Flow Technology segments is expected to help boost
profitability although, depending on SPX's progress in addressing
its operating issues, overall margins may not reach year-earlier
levels.  Given the outlook for improving revenue across most
businesses and a halt in the negative working capital trend in the
first half, SPX's forecast for cash flow from operations (defined
by Fitch to exclude the effect of accounts receivable sales) in
the second half of 2004 appears attainable at roughly
$400 million, similar to the second half of 2003 (excluding
approximately $60 million of pretax cash proceeds in 2003 from the
Microsoft settlement).  However, full year cash flow from
operations in 2004 would remain below the previous three years,
reflecting the impact from negative cash flow in the first half of
the year.

These ratings are based on existing public information and are
provided as a service to investors.


TANGER FACTORY: S&P Lifts Corporate Credit Rating to BBB-
---------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
ratings on Tanger Factory Outlet Centers Inc. and Tanger
Properties L.P. to 'BBB-' from 'BB+'.  Additionally, the company's
senior unsecured rating is affirmed at 'BB+' due to notching,
since Standard & Poor's expects that in the near- to medium-term,
more than 50% of the company's fully consolidated net operating
income will be encumbered by mortgage debt.  Tanger currently has
$148 million in rated senior unsecured notes outstanding.  The
outlook is stable.

"The raised corporate credit rating acknowledges the company's
improved competitive position in the factory outlet center
industry following the year-end 2003 acquisition of the nine-
center Charter Oak Partners' portfolio in joint venture with un-
rated Blackstone Real Estate Advisors," said Standard & Poor's
credit analyst Beth Campbell.  "The acquisition geographically
complemented Tanger's existing portfolio, and Tanger has since
begun to better leverage its current operating platform.

Additionally, Tanger raised common equity to finance its portion
of the acquisition, improving both its balance sheet and market
capitalization.

Despite a currently highly encumbered portfolio, coverage of total
obligations (including the common dividend) remains above
average."

Tanger management has improved the portfolio's asset quality and
consistency through the acquisition, disposition, development, and
repositioning of assets over the prior year.  Integration of the
Charter Oak acquisition has gone smoothly, and Tanger's ability to
operationally leverage its existing corporate infrastructure has
begun to have a beneficial effect on operating margins and debt
protection measures.

Management is expected to gradually unencumber the consolidated
portfolio, which could eventually prompt the collapse of the
current notching or distinction between Tanger's unsecured debt
and corporate credit ratings.


TCW LINC: S&P Puts Class A-2's B+ Ratings on CreditWatch Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
A-1F and A-1 notes issued by TCW LINC III CBO Ltd., an arbitrage
CBO transaction originated in July 1999, on CreditWatch with
positive implications.  At the same time, Standard & Poor's placed
its ratings on the class A-2L and A-2 notes from the same
transaction on CreditWatch with negative implications.

The A-1F and A-1 notes had a partial paydown of $3.12 million and
$19.20 million, respectively, on the July 30, 2004 payment date
(mandated by the failure of the overcollateralization and
interest-coverage tests).  This improved the credit enhancement
available to support the A-1F and A-1 notes.  However, the overall
class A overcollateralization ratio declined to 83.59% in
August 2004 from 91.40% in October 2003 (time of last rating
action), indicating a weakening in the credit enhancement
available to support the remaining class A notes (see transaction
data).

Standard & Poor's will be reviewing the results of current cash
flow runs generated for TCW LINC III CBO Ltd. to determine the
level of future defaults the rated notes can withstand under
various stressed default timing and interest rate scenarios while
still paying all of the interest and principal due on the notes.
The results of these cash flow runs will be compared to the
projected default performance of the performing assets in the
collateral pool to determine whether the ratings currently
assigned to the notes remain consistent with the amount of credit
enhancement available.

             Ratings Placed On Creditwatch Positive

                     TCW LINC III CBO Ltd.

                                Rating
                   Class   To            From
                   -----   --            ----
                   A-1F    A/Watch Pos   A
                   A-1     A/Watch Pos   A

             Ratings Placed On Creditwatch Negative

                     TCW LINC III CBO Ltd.

                                Rating
                   Class   To             From
                   -----   --            ----
                   A-2L    B+/Watch Neg   B+
                   A-2     B+/Watch Neg   B+

Transaction Information

Issuer:             TCW LINC III CBO Ltd.
Manager/Servicer:   TCW Investment Management Co.
Underwriter:        Bear Stearns Cos. Inc. (The)
Trustee:            Bank of New York
Transaction type:   Cash flow arbitrage CBO

      Tranche               Initial    Last       Current
      Information           Report     Action     Action
      -----------           -------    ------     -------
      Date (MM/YYYY)        08/1999    10/2003    09/2004

      Cl. A-1F note rtg.    AAA        A          A/Watch Pos
      Cl. A-1F note bal.    $15.00mm   $15.00mm   $11.87mm
      Cl. A-1 note rtg.     AAA        A          A/Watch Pos
      Cl. A-1 note bal.     $96.00mm   $96.00mm   $76.00mm
      Cl. A-2L note rtg.    AAA        B+         B+/Watch Neg
      Cl. A-2L note bal.    $21.50mm   $21.50mm   $21.50mm
      Cl. A-2 note rtg.     AAA        B+         B+/Watch Neg
      Cl. A-2 note bal.     $82.00mm   $82.00mm   $82.00mm
      Cl. A O/C ratio       119.00%    91.40%     83.59%
      Cl. A O/C ratio min.  110.00%    110.00%    110.00%

      Portfolio Benchmarks                        Current
      --------------------                        -------
      S&P wtd. avg. rtg. (excl. defaulted)        B
      S&P default measure (excl. defaulted)       5.58%
      S&P variability measure (excl. defaulted)   3.09%
      S&P correlation measure (excl. defaulted)   1.19
      Wtd. avg. coupon (excl. defaulted)          9.47%
      Wtd. avg. spread (excl. defaulted)          0.00%
      Oblig. rtd. 'BBB-' and above                1.48%
      Oblig. rtd. 'BB-' and above                 18.76%
      Oblig. rtd. 'B-' and above                  67.27%
      Oblig. rtd. in 'CCC' range                  19.56%
      Oblig. rtd. 'CC', 'SD', or 'D'              13.16%

               S&P Rated            Current
               O/C (ROC)            Rating Action
               ---------            -------------
               Cl. A-1F             116.74% (A/Watch Pos)
               Cl. A-1              116.74% (A/Watch Pos)
               Cl. A-2L             99.21% (B+/Watch Neg)
               Cl. A-2              99.21% (B+/Watch Neg)

For information on Standard & Poor's CDO Portfolio Benchmarks and
Rated Overcollateralization Statistic, see "ROC Report September
2004," published on RatingsDirect, Standard & Poor's Web-based
credit analysis system, and on the Standard & Poor's Web site at
http://www.standardandpoors.com/ Go to "Fixed Income," under
"Browse by Sector" choose "Structured Finance," and under
Commentary & News click on "More" and scroll down to the desired
articles.


TECO ENERGY: Will Webcast Financial Update on Monday
----------------------------------------------------
TECO Energy, Inc., (NYSE: TE) plans to webcast a financial update
on Monday, September 27, 2004 at 3:30 P.M. (Eastern).  The webcast
will be concurrent with a presentation to financial analysts.

The update, to be delivered by Chairman and CEO Sherrill Hudson,
President and COO John Ramil and Executive Vice President and CFO
Gordon Gillette, will include a discussion of the company's
overall strategy, the general outlook for 2004 and beyond, the
business factors driving the outlook and the company's financial
position and outlook.

The webcast will be accessible through a link on TECO Energy's
home page at http://www.tecoenergy.com/or on the investor
relations page of TECO Energy's web site.

TECO Energy, Inc. (NYSE: TE) is an integrated energy-related
holding company with core businesses in the utility sector,
complemented by a family of unregulated businesses.  Its principal
subsidiary, Tampa Electric Company, is a regulated utility with
both electric and gas divisions (Tampa Electric and Peoples Gas
System).   Other subsidiaries are engaged in waterborne
transportation, coal and synthetic fuel production and independent
power.

                         *     *     *

As reported in the Troubled Company Reporter on July 22, 2004,
Standard & Poor's Ratings Services lowered its corporate credit
rating on TECO Energy Inc. to 'BB' from 'BBB-'.  Standard & Poor's
also lowered its senior unsecured debt rating on the company to
'BB' from 'BB+'. The outlook is stable.

In addition, Standard & Poor's affirmed its 'BBB-/A-3' corporate
credit rating on utility subsidiary Tampa Electric Co. and revised
the outlook on the company to stable from negative.

Tampa, Florida-based TECO Energy has about $3.7 billion of total
debt outstanding.

"The drop in ratings at the parent holding company is due to a
combination of lower expected financial performance at TECO Energy
and less support accorded to TECO Energy from its Tampa Electric
utility subsidiary," said Standard & Poor's credit analyst Todd
Shipman.

"In making the ratings distinction between the utility and its
parent company, Standard & Poor's is acknowledging the wide
differential in the stand-alone credit profiles of the two
companies, which have diverged as TECO Energy has foundered in its
unregulated merchant energy operations," continued Mr. Shipman.


TEKNI-PLEX: Moody's Junks Notes & Puts B3 Rating on Facilities
--------------------------------------------------------------
Consistent with the credit concerns cited in past press releases
and underscored by the negative ratings outlook (assigned in
November 2003), Moody's Investors Service downgraded the ratings
of Tekni-Plex, Inc.  The downgrades incorporate the company's
recent announcement that it expects to report a net loss for its
fiscal year ended July 2004 (10K not yet filed) and, as a result,
is not in compliance with existing bank covenants.

Moody's downgraded these ratings:

   * $315 million 12.75% senior subordinated notes, due 2010, to
     Caa2 from B3;

   * $275 million 8.75% second lien senior notes, due 2013, to
     Caa1 from B2;

   * Senior secured first lien credit facilities to B3 from B1;

   * Senior implied rating to B3 from B1;

   * Senior unsecured issuer rating (non-guaranteed exposure) to
     Caa2 from B3;

The ratings outlook remains negative.

The ratings reflect Moody's revised expectations of reduced run-
rate financials throughout the intermediate term, which are well
below original expectations.  Persistently high resin and energy
costs for which there is sizable lag time passing through to
customers and the cumulative effects of less than optimal weather
affecting sales in Tekni-Plex's seasonal garden hose business
during fiscal 2004 and fiscal 2003 are the primary drivers of the
negative variance.  Maintaining a negative ratings outlook
reflects ongoing concerns about the magnitude of operating
shortfalls as well as weak liquidity, despite current efforts at
renegotiations with the company's banking syndicate.

In Moody's opinion, the shortfall in cash flow relative to
original expectations is likely to be significant.  Concerns
center on:

     (i) deficit free cash flow,

    (ii) underlying product demand - notably in food products,
         heightened margin pressure, and

   (iii) increased concern about the levels of capital spending
         and working capital requirements.

The two notch downgrades of the debt ratings reflect a material
increase in the severity of loss given Moody's estimation of the
erosion in Tekni-Plex's enterprise value.  The ratings remain
highly sensitive to:

     (i) further decline in financial performance (specifically,
         any increase in financial leverage, which is already very
         high), increases in business risk, and

    (ii) any deterioration in the quality of assets.

The ratings could be lowered further should the company not
adequately address its liquidity profile in the near term.

Headquartered in Somerville, New Jersey, Tekni-Plex is a
diversified manufacturer of packaging products and materials for
the consumer products, healthcare, and food industries.


THERMACLIME INC: S&P Affirms & Removes B- Corporate Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed and removed its 'B-'
corporate credit rating on chemicals and climate control products
manufacturer ThermaClime, Inc., from CreditWatch where it was
originally placed on June 21, 2004.  The rating was placed on
CreditWatch as a result of heightened refinancing risk following
the termination of a proposed $80 million notes offering.  The
outlook is stable.

"The rating action follows the company's announcement that it
closed on a $50 million secured term loan due 2009," said Standard
& Poor's credit analyst Dominick D'Ascoli.

Proceeds from the loan were used to repay about $35 million of 16%
senior notes, repurchase a portion of the 10.75% bonds due in
2007, and provide additional working capital.  The transaction
eliminates the company's refinancing risk associated with the 16%
senior notes maturing in June 2005.

The rating on Oklahoma City, Oklahoma-based ThermaClime reflects:

   * its very aggressive financial profile characterized by high
     debt leverage,

   * an aggressive financial policy,

   * thin free cash flow, and

   * limited liquidity.

Rating also reflects:

   * a well-below-average business position that includes
     exposure to highly cyclical end markets,

   * volatile raw-material costs,customer concentration risk, and

   * a modest financial base.

ThermaClime, which is owned by LSB Industries, Inc., a public
company, operates two distinct business segments--chemicals and
climate control, which account for about 62% and 38% of 2003
sales, respectively.  The chemicals business produces nitrogen-
based products, including industrial acids, industrial-grade
ammonium nitrate, and fertilizers, while the climate control
business manufactures hydronic fan coils, water source heat pumps,
and custom air handlers.


TRICO MARINE: Receives Notice of Default and Guarantee Demand
-------------------------------------------------------------
Trico Marine Services, Inc., (Nasdaq: TMAR) reported the issuance
of a notice of default and guarantee demand by Bear Stearns
Corporate Lending, Inc.  Bear Stearns is an administrative agent
under the $55 million term loan issued by a group of bank lenders
to Trico's two primary domestic subsidiaries in February 2004.
The Company is a guarantor of its subsidiaries' obligations under
certain provisions of the Term Loan.  Bear Stearns' notice of
default and guarantee demand was issued on the basis of an earlier
default arising from the Company's non-payment of interest due on
its $250 million 8.875% Senior Notes due 2012 in June 2004.

Trico Marine Services, Inc., -- http://www.tricomarine.com--
provides a broad range of marine support services to the oil and
gas industry, primarily in the Gulf of Mexico, the North Sea,
Latin America, and West Africa.  The services provided by the
Company's diversified fleet of vessels include the marine
transportation of drilling materials, supplies and crews, and
support for the construction, installation, maintenance and
removal of offshore facilities.  Trico has principal offices in
Houma, Louisiana, and Houston, Texas.

                         *     *     *

As reported in the Troubled Company Reporter on August 19, 2004,
Trico Marine Services, Inc.'s independent registered public
accounting firm reissued its report on the Company's financial
statements for the year ended December 31, 2003 with a going
concern explanatory paragraph in the Company's amendment to its
Form 10-K for the fiscal year ended December 31, 2003.

The Company originally filed its 2003 Form 10-K on March 15, 2004
and filed the Form 10-K amendment on August 9, 2004 in order to
respond to comments received from the staff of the Securities and
Exchange Commission regarding the classification of indebtedness
under the Company's Norwegian revolving credit facility.

Due to the Company's 10-K amendment, the Company's independent
registered public accounting firm was required to reissue its 2003
audit report.  As previously announced, during the second quarter
of 2004, the Company defaulted under its $250 million senior
unsecured notes indenture and, due to cross-default provisions,
its $55 million secured term loan facility.  Although neither the
maturity of the senior unsecured notes nor that of the secured
term loan facility has been accelerated as of the date of this
announcement, in the opinion of the Company's independent
registered public accounting firm, these events raised substantial
doubt about the Company's ability to continue as a going concern.


US AIRWAYS: Hires Seabury Aviation as Restructuring Advisor
-----------------------------------------------------------
US Airways, Inc., and its debtor-affiliates and subsidiaries ask
the U.S. Bankruptcy Court for the Eastern District of Virginia for
permission to employ Seabury Aviation Advisors LLC, as their
financial and restructuring advisor and consultant.

Bruce R. Lakefield, US Airways President and Chief Executive
Officer, explains that Seabury has extensive experience working
with financially troubled companies in complex financial
restructurings.  Seabury has been involved as advisors on
financial restructurings, new capital raising, aircraft advisory
services and other advisory assignments, to numerous airlines
including Chapter 11 cases.

Seabury's affiliates have provided advisory services to the
Debtors or their predecessors since March 2002.  Seabury is
familiar with the Debtors' books, records, financial affairs and
other data and is well qualified to continue those services to the
Debtors.  Retaining Seabury is an efficient and cost effective way
for the Debtors to obtain financial advisory and consulting
services.

Seabury's resources, capabilities and experience are crucial to
the Debtors' successful restructuring.  Experienced financial
advisors and consultants like Seabury, fulfill a critical service
that complements the services provided by other restructuring
professionals.  Seabury will concentrate on formulating strategic
alternatives and assisting the Debtors on a restructuring,
financing or sale.  Neither law firms nor accounting firms have
the expertise or resources to do this kind of work.  Seabury will
perform these services:

  (1) Restructuring Assignment: Seabury will assist the Debtors'
      management and Board of Directors in evaluating and
      undertaking a bankruptcy reorganization and restructuring.
      Seabury will provide strategic and restructuring advisory
      services, and help conceive and implement a financial
      restructuring, including serving as principal liaison for
      the non-legal aspects of the restructuring with these
      stakeholders:

          (a) Air Transportation Stabilization Board;

          (b) all aircraft lessors and secured lenders;

          (c) airframe and engine manufacturers;

          (d) financial advisors to the company's organized labor
              groups, and

          (e) the Official Committee of Unsecured Creditors
              when formed and sanctioned by the Court.

  (2) M&A Transaction: Seabury will evaluate and facilitate one
      or more transactions to sell all or a portion of the
      company's mainline operations, a merger with, or
      acquisition of another entity, including, soliciting
      parties, evaluating alternative transactions, and
      structuring, negotiating and assisting in documenting one
      or more transactions.  Seabury will also assist management
      in preparation of business plans, financial projections,
      pro forma financial statements, cash flow analyses,
      valuation analyses, and other documents.

  (3) ATSB Loan Amendments or Restructuring: Seabury will
      assist in evaluating and renegotiating provisions of the
      secured Air Transport Stabilization Board Loan including,
      renegotiating financial covenants, required prepayments
      from asset sales, or obtaining waivers.  Seabury will
      assist the company in retaining a portion of the cash
      collateral pledged under the ATSB Loan for use during the
      Chapter 11 proceedings, and in reinstating or restructuring
      the ATSB Loan as a component of emergence from a Chapter 11
      proceeding.

  (4) Opinion Letters: Seabury will provide opinion letters as
      requested by US Airways and its Board of Directors.

  (5) Fleet Sales/Aircraft Financings: Seabury will

         (i) assist the company in describing its regional jet
             purchase agreements to third-party purchasers;

        (ii) assist the company in describing its regional jet
             financing agreements to third parties;

       (iii) negotiate with regional jet buyers on the terms
             and conditions of any transaction;

        (iv) assist in obtaining all required consents to
             effectuate a regional jet transaction;

         (v) assist in maintaining an orderly process for
             maintaining the delivery of the RJs; and

        (vi) to the extent that buyers assume US Airways'
             obligations to Seabury under the Seabury Aircraft
             Advisory Agreement, serving the Buyers' needs on a
             "turn-key basis" to assist in all regional jet
             deliveries and the acquisition financing;

  (6) Equity Transactions: Seabury will advise on any transaction
      raising equity, including valuation advice, analytical
      support, and advisory assistance in securing equity.

  (7) Debt Transactions: Seabury will assist in evaluating and
      pursuing a restructuring of the existing ATSB Loan, a
      refinancing of the ATSB Loan, or arranging other forms
      of debt financing.

  (8) DIP Loan Transaction: Seabury will assist in evaluating and
      structuring and arranging any DIP Loan Facility to replace
      the ATSB Loan.

  (9) Supplemental Services: Seabury will make available to the
      company supplemental services on a discounted hourly
      billing basis.

The Debtors will pay Seabury a restructuring retainer fee of
$175,000 per month.  These payments are in addition to $850,000
that the Debtors paid Seabury from May through early August 2004
under predecessor agreements.

Seabury will be entitled to receive a $3,500,000 restructuring
success fee plus 0.375% of the value of any reduction in the
Debtors' Obligations that are converted into equity, capped at
$2,500,000.  If the Restructuring involves an Asset Sale
Transaction or M&A Transaction, the Seabury transaction success
fees will be based on the greater of (i) the aggregate of all
Asset Sale or M&A Fees earned by Seabury, or (ii) the aggregate of
all Restructuring Fees earned by Seabury, but not both.

At the closing of any M&A Transaction, Seabury will receive 65%
the M&A Success Fee:

       Aggregate M&A
     Transaction Value     M&A Fee
     -----------------     -------
     $0 - $2,000M          $3,000,000
     $2,100M - $3,000M     $3.0M plus 0.25% over $2,000M
     $3,001M - $5,000M     $5.5M plus 0.15% over $3,000M
     $5,001M or more       $8.5M plus 0.10% over $5,000M

US Airways will pay Seabury $50,000 for each Opinion Letter,
regardless of the opinion expressed.  US Airways will pay Seabury
a DIP Financing Success Fee of 0.375% of any commitment for
evaluating, assisting, structuring and arranging any potential DIP
Loan.  For Exit Debt Financing, the Debtors will pay Seabury the
greater of $1,250,000 or 20 basis points of the principal amount
of the credit facility.  The Debtors will also reimburse Seabury
for reasonable out-of-pocket expenses.

Before the Petition Date, the Debtors paid a $1,500,000 Filing
Retainer that Seabury will be allowed to hold in its treasury
until final settlement of all fees and expenses.

During the pendency of the Chapter 11 case, in no event will the
Debtors be obligated, subject to certain excluded fees, to pay in
excess of $12,000,000 in retainer fees success fees and certain
Supplemental Services -- subject to only the first $2,000,000 in
fees for certain Supplemental Services being credited against the
Chapter 11 Fee Cap.  The Excluded Fees relate to:

      (i) fees payable to Seabury under the Seabury Aircraft
          Advisory Engagement;

     (ii) any fees for services related to provision or support
          of IT systems, including an existing contract with
          Seabury Solutions, LLC;

    (iii) any fees for services agreed to in writing by the
          Debtors related to "supply chain management" and
          "business optimization" projects; and

     (iv) expense reimbursements.

John E. Luth, Seabury President and Chief Executive Officer,
discloses that the Firm received $4,100,000 from the Debtors in
fees and reimbursement of expenses in the 12-month period
immediately before the Petition Date, inclusive of:

     $1,500,000 as Filing Retainers;

     $1,100,000 for consulting work related to business
                optimization and supply chain management;

       $500,000 in aircraft advisory fees for services related
                to the delivery of new regional jets; and

       $500,000 for certain other consulting services

One or more affiliates of Seabury also received $7,900,000 from
the Debtors in fees and reimbursement of expenses in the 12-month
period before the Petition Date, inclusive of:

     $5,200,000 in aircraft advisory fees for services related
                to the delivery of new regional jets;

     $1,700,000 for certain consulting work related to business
                optimization, supply chain management and
                certain other consulting services; and

       $600,000 for IT support consulting fees.

All invoices have been paid and Seabury and its affiliates are not
currently creditors of the Debtors.

Mr. Luth assures Judge Mitchell that nobody in Seabury is related
to any officer, director employee, shareholder or creditor of the
Debtors.  Seabury, its principals, and the employees are
"disinterested persons" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                          *     *     *

Judge Mitchell approves the Application on a conditional basis.
Any party-in-interest may object to the Application until
September 24, 2004.  The U.S. Trustee and any statutory committee
appointed in the Debtors' cases have until September 29, 2004, or
10 days after the appointment of the committee, whichever is
later, to object.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of US Airways, Inc.,
Allegheny Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines,
Inc., MidAtlantic Airways, Inc., US Airways Leasing and Sales,
Inc., Material Services Company, Inc. and Airways Assurance
Limited, LLC. Under a chapter 11 plan declared effective on
March 31, 2003, USAir emerged from bankruptcy with the Retirement
Systems of Alabama taking a 40% equity stake in the deleveraged
carrier in exchange for $240 million infusion of new capital. US
Airways and its subsidiaries filed another chapter 11 petition on
September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820). Brian P.
Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq.
at Arnold & Porter LLP, and Lawrence E. Rifken, Esq. and Douglas
M. Foley, Esq. at McGuireWoods LLP represent the Debtors in its
restructuring efforts.  In the Company's second bankruptcy filing,
it lists $8,805,972,000 in total assets and $8,702,437,000 in
total debts. (US Airways Bankruptcy News, Issue No. 64; Bankruptcy
Creditors' Service, Inc., 215/945-7000)5:48 PM 9/21/04


US AIRWAYS: Gets Court Approval to Continue Fuel Supply Agreements
------------------------------------------------------------------
Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado,
relates that US Airways, Inc., and its debtor-affiliates and
subsidiaries purchase aviation jet fuel from fuel suppliers
pursuant to fuel supply contracts or fuel purchase orders.
Ninety-nine percent of the Debtors' fuel purchases are made by
wire transfer advance payments to 48 fuel suppliers on the day
prior to the beginning of the week during which the jet fuel
"liftings" will occur.  The price is variable on a weekly basis
and is normally based upon a moving average of a commonly used
pricing index like the Platt's jet fuel quotation for the
applicable geographic location, plus a negotiated per-gallon
premium, called a "differential."

The remaining fuel purchases are made on account and paid to other
fuel suppliers in arrears.  Pricing terms are about the same and
payments are made within a specified time after the Debtors'
receipt of an invoice from the other Fuel Supplier.

The Debtors utilize regional pipelines and terminal tankage
systems to transport fuel from the point of purchase and store the
fuel in proximity to several major airport storage systems.  The
pricing terms for these services include both invoiced and pre-pay
arrangements.  Mr. Leitch explains that disruption of these
services would be a significant hindrance to the Debtors'
operations and would likely result in higher prices for fuel and
regional transport and storage.  The Debtors have reviewed
disbursements to the Fuel Suppliers and Pipeline and Terminal
Providers.  The total average monthly payments during this period
were $120,000,000.

            Airport Fuel and Storage Delivery Systems

The Debtors are participants in 34 "Fuel Consortiums".  Fuel
Consortiums are fuel storage and delivery facilities located at or
near airports in which several carriers own or lease into-
plane, storage and delivery systems.  By using the Fuel
Consortiums, the carriers store their fuel in one or more
commingled "communal" fuel tanks and are able to withdraw the
allotted portion of fuel at any time.  The Fuel Consortiums are
managed by third-party vendors who maintain and operate the
system, and also maintain an inventory of the amount of the fuel
stored by each carrier.  In exchange, the participating carriers
pay a fee to the third-party vendors for their services in
connection with the Fuel Consortiums.

These consortiums are set up, most often on a local or airport
level, by airlines to minimize and share the cost of local storage
and into-plane services.  Some of these consortiums are organized
as separate corporations of which the Debtors are an equal-share
owner with the other members.  The Debtors pay the third-party
vendors that operate the consortiums for services, including
maintenance and operation of the system and all necessary
accounting functions required to allocate costs to individual
users.  The Debtors' participation in these arrangements leads to
significant cost savings that would be unattainable if the Debtors
were not able to make all payments as due and generally maintain
their existing relationships in the ordinary course of business.

                    Into-Plane Fuel Contracts

The Debtors are also parties to certain Into-Plane fuel contracts
pursuant to which fuel service providers transport the Debtors'
fuel from fueling stations or other storage facilities to the
Debtors' aircraft.  Approximately 45% of the Debtors' obligations
under the Into-Plane Contracts are prepaid.  Means of local fuel
transport include local pipelines, also known as "hydrant
systems," and mobile and stationary vehicles.

                 Other Fuel Service Arrangements

The Debtors are parties to other arrangements by which services
relating to into-aircraft delivery are provided by various third
parties.  These services are all necessary to the continued
operations of the Debtors.  It is critical that the Debtors be
able to maintain these arrangements in the ordinary course of
business.

The Debtors have reviewed disbursements to the Into-Plane
Contracts, Fuel Consortia and Other Fuel Service Arrangements, and
the recent monthly average of these payments is approximately
$5,000,000.  Mr. Leitch maintains that while it is hard to
estimate the obligations outstanding at any given moment, the
outstanding prepetition obligations related to the Fuel Suppliers,
Pipeline and Terminal Providers, Into-Plane Contracts, Fuel
Consortiums and Other Fuel Service Arrangements do not exceed
$2,000,000 as of the Petition Date.

Mr. Leitch contends that the Debtors' sophisticated fuel purchase,
distribution and storage relationships are essential to the
continued performance of the Debtors' integrated efforts to manage
their fuel supply and fuel costs.  Otherwise, the Debtors' fuel
purchase, distribution and storage system could be disrupted,
thereby stranding the Debtors' aircraft, passengers and employees.
Such a result would prevent the Debtors from operating their
business at the most fundamental level, causing severe disruption
in the Debtors' flight schedules and seriously damaging the
Debtors' credibility in the marketplace.

At the Debtors' behest, Judge Mitchell authorizes the Prepaid Fuel
Suppliers to apply or credit any prepayments made or credits
existing before the Petition Date to or against the prepetition or
postpetition liftings of aviation fuel or the provision of
transportation services to the Debtors.  To the extent that any
prepayments may be construed as deposits by any Prepaid Fuel
Suppliers, the Court authorizes the Prepaid Fuel Suppliers to use
those amounts to pay any outstanding prepetition obligations and
to apply all remaining amounts to postpetition jet fuel liftings
or transport services.

The Debtors are authorized, but not directed, in their business
judgment, to continue honoring, performing, and exercising their
rights and obligations in accordance with any contracts with the
Fuel Suppliers or those Pipeline and Terminal Providers who are
paid in arrears, and the Other Fuel Service Arrangements.

The Court also authorizes the Debtors to continue participating in
the Fuel Consortia in accordance with established practice in
the ordinary course of business.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of US Airways, Inc.,
Allegheny Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines,
Inc., MidAtlantic Airways, Inc., US Airways Leasing and Sales,
Inc., Material Services Company, Inc. and Airways Assurance
Limited, LLC. Under a chapter 11 plan declared effective on
March 31, 2003, USAir emerged from bankruptcy with the Retirement
Systems of Alabama taking a 40% equity stake in the deleveraged
carrier in exchange for $240 million infusion of new capital. US
Airways and its subsidiaries filed another chapter 11 petition on
September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820). Brian P.
Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq.
at Arnold & Porter LLP, and Lawrence E. Rifken, Esq. and Douglas
M. Foley, Esq. at McGuireWoods LLP represent the Debtors in its
restructuring efforts.  In the Company's second bankruptcy filing,
it lists $8,805,972,000 in total assets and $8,702,437,000 in
total debts. (US Airways Bankruptcy News, Issue No. 64; Bankruptcy
Creditors' Service, Inc., 215/945-7000)5:48 PM 9/21/04


US AIRWAYS: Gets Dispatchers' Support on Plans to Lower Cost
------------------------------------------------------------
US Airways and the Transport Workers Union Local 545, representing
approximately 150 dispatchers, reached a tentative agreement on a
new contract that supports US Airways' transformation to a low-
cost carrier.

Details of the agreement were not disclosed, pending the TWU's
communication of the agreement to its members, but the company
said that the pact meets the cost-savings targets established for
the work group, and represents a fair balance of productivity and
work rule, pay and benefit changes.

"This was not an easy decision to make and one that will require
great personal sacrifice, however, we believe it is essential to
the long-term survivability of our company and in the best
interests of our members," said Don Wright, president of TWU
Dispatchers Local 545.

"We appreciate the leadership that the dispatchers have shown in
stepping up and reaching an agreement," said Jerrold A. Glass, US
Airways senior vice president of employee relations. "From the
earliest discussions about our Transformation Plan, the TWU
dispatchers have consistently acknowledged the structural and
permanent changes in the airline industry, and are doing their
part to help return US Airways to profitability. In particular,
the work the dispatchers have been doing in the fuel conservation
area has been very beneficial to the company."

The ratification is expected to be completed within two weeks and
requires approval by the bankruptcy court.

Mr. Glass said that meetings with the Air Line Pilots Association
-- ALPA, the Association of Flight Attendants -- AFA, the
Communications Workers of America -- CWA, the International
Association of Machinists -- IAM -- and two other TWU groups
continue. He stressed that the company's Chapter 11 filing on
Sept. 12 makes it all the more imperative to reach agreements
quickly with all groups.  "The ATSB, our creditors and our
financial partners all want to see more than progress, they want
to see results that show we will achieve the labor cost reductions
that are necessary."

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


USG CORPORATION: Wants Until March 1, 2005, to Decide on Leases
---------------------------------------------------------------
USG Corporation and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to extend the period during
which they may elect to assume, assume and assign, or reject any
prepetition unexpired non-residential real property leases through
and including March 1, 2005.

Paul N. Heath, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates that the Debtors have approximately
185 real property leases.  Given the importance of these leases to
their ongoing operations and the number of leases to be reviewed,
the Debtors assert that an extension is necessary for them to
decide whether to assume or reject their leases.

The Debtors assure the Court that pending their election to assume
or reject the real property leases, they will perform all their
obligations arising from and after the Petition Date in a timely
fashion, including payment of postpetition rent due, as required
by Section 365(d)(3) of the Bankruptcy Code.  As a result, there
should be little or no prejudice to the landlords under the real
property leases as a result of the extension.  Moreover, the
aggregate amount of prepetition arrearages under the leases is
relatively small, as rent under many of the leases was paid in
advance.  Therefore, as of the Petition Date, there was only a
minimal amount of accrued but unpaid rent under the leases.

The Court will convene a hearing on October 25, 2004, to consider
the Debtors' Request.  By application of Del.Bankr.LR 9006-2, the
deadline is automatically extended through the conclusion of that
hearing.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes. The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.
01-02094). David G. Heiman, Esq., and Paul E. Harner, Esq., at
Jones Day represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts. (USG
Bankruptcy News, Issue No. 72; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


USG CORPORATION: Baron & Budd Asks Court to Ease Rule 2019 Order
----------------------------------------------------------------
Judge Fitzgerald entered an order on August 25, 2004, in the
Chapter 11 cases concerning, among others:

    * USG Corp.
    * W.R. Grace & Co.
    * Armstrong World Industries
    * Kaiser Aluminum Corporation, Inc.
    * Owens Corning,

directing all counsel representing more than one creditor or
equity security holder to electronically file and serve the
statement required by Rule 2019 of the Federal Rules of
Bankruptcy Procedure before October 25, 2004.

              Baron & Budd and Silber Pearlman Want
                     Rule 2019 Order Altered

Baron & Budd, P.C., and Silber Pearlman, LLP, represent thousands
of tort victims asserting personal injury claims in the Chapter
11 cases of:

   * Owens Corning,
   * Armstrong World Industries,
   * W.R. Grace & Co.,
   * USG Corporation,
   * United States Mineral Products Company,
   * The Flintkote Company,
   * Flintkote Mines Limited, and
   * ACandS, Inc.

Baron & Budd and Silber Pearlman admit that their literal
compliance with the Rule 2019 Order would be difficult, burdensome
and very expensive.  The Firms do not, however, seek to be excused
from filing a Rule 2019 statement.  Instead, the Firms ask Judge
Fitzgerald to amend the Order "slightly to ease the difficulty of
compliance, while still preserving the intentions of Rule 2019."

Baron & Budd and Silber Pearlman contend that mass tort cases call
for flexibility in the application of Rule 2019.  The purpose and
spirit of Rule 2019 can be served by applying the rule flexibly in
situations where the possible literal application of the Rule
would cause unintended harm to already physically injured tort
victims.  Courts have applied the Rule pragmatically in other
cases to assure that justice is done.  The goal of the Rule is
disclosure, and this goal can be fully realized without excessive
burden and with minimal intrusion into the attorney-client
relationship.

Baron & Budd and Silber Pearlman believe that these goals can be
achieved with the amendments and clarifications to the Rule 2019
Order:

   (a) Contained within Baron & Budd's and Silber Pearlman's
       retention agreements is a power of attorney or other
       authorization empowering the Firms to act on the Tort
       Victim's behalf.  Submitting separate copies of each and
       every retention agreement would be burdensome and very
       expensive, and would serve no valid purpose.  The Firms
       ask the Court to amend the Order to clarify that exemplars
       of the documents by which the Firms are empowered to act
       on the claimants' behalf may be attached to any 2019
       Statement, with a verified statement that all Tort Victims
       have signed a similar agreement.  If materially different
       authorizing documents were used at different times,
       exemplars of each form of agreement will be attached;

   (b) The retention agreements or other authorizing documents
       contain privileged communications between attorneys and
       clients, as well as privileged and confidential
       information relating to the financial terms of Baron &
       Budd's and Silber Pearlman's retention.  Disclosure of
       these information, which is not required by Rule 2019,
       is not only purposeless, but could substantially invade
       the attorney-client relationships of the Tort Victims and
       would amount to disclosure of the Firms' work product.
       If an instrument is contained within another document
       that contains information not required by Rule 2019, the
       document should be redacted to exclude the other
       information that does not relate to creditors' empowerment
       of the attorney to appear in the bankruptcy case --
       especially where the other information is privileged and
       confidential;

   (c) The Rule 2019 Order should be amended to exclude statement
       describing how Baron & Budd or Silber Pearlman "became
       involved with the claimant."  Rule 2019 does not require
       such statement.  In addition, the requirement invades the
       attorney-client relationship unnecessarily.  In the
       context of a mass tort case where Baron & Budd and Silber
       Pearlman represent thousands of creditors, requiring each
       Firm to describe how it became involved with every client
       is also impracticable, if not impossible.  The Firms note
       that Rule 2019 already includes a requirement that the
       statement contains "a recital of the pertinent facts and
       circumstances" in connection with the Firms' employment.
       Compliance with the provision is sufficient to further the
       disclosure purposes of Rule 2019;

   (d) Rule 2019 does not require the disclosure of the last
       four digits of the Social Security Number of any creditor.
       The last four digits of an individual's Social Security
       number are often used as an identifier in certain credit
       transactions and their disclosure would facilitate
       identity theft and invasion of privacy.  Baron & Budd and
       Silber Pearlman ask the Court to delete this disclosure
       requirement from the Rule 2019 Order.  The Firms propose
       that the first four digits of the Social Security number
       of the Tort Victims be required instead;

   (e) The Tort Victims' claims are by their nature generally
       unliquidated.  In a mass tort bankruptcy case the values
       of the claims are generally determined in the plan
       process.  Unlike a creditor holding a bond or note, the
       Tort Victims do not have a liquidated amount readily
       obtainable that they can recite on a 2019 statement --
       except in those cases where claimants have liquidated
       their claims prepetition through settlement or judgment.
       In addition, the Tort Victims cannot state with
       specificity the exact date that they sustained their
       injury or contracted their disease because it is a
       continuous process over time.  The Firms assert that
       these Rule 2019 requirements need not be applied in "a
       literal but inappropriate fashion so as to work an
       injustice to individual claimants in a mass tort case."
       In situations were it is impracticable or impossible to
       provide information under Rule 2019, the Firms point out
       that the court in Wilson v. Valley Elec. Membership
       Corp., 141 B. R. 309 (Bankr. D. La. 1992), declined to
       require strict compliance with the rule; and

   (f) The Tort Victims have entrusted their counsel with the
       handling of their personal injury cases.  Although Rule
       2019 does require the disclosure of the address of the
       creditor, it does not state whether the address must be
       the home address, or whether it can be a work or other
       address where the creditor receives his or her mail.
       Baron & Budd and Silber Pearlman receive correspondence
       on their clients' behalf.  The Firms tell Judge Fitzgerald
       that disclosing the home addresses of thousands of elderly
       claimants is unnecessary and could provide the means for
       unnecessary harassment by salesmen or other unscrupulous
       individuals.  The Firms ask the Court to clarify the Rule
       2019 Order to allow for the address of the claimants to be
       in care of counsel.  The amendment will still allow
       compliance with Rule 2019 without unnecessarily invading
       the claimants' privacy.

Baron & Budd and Silber Pearlman also seek an extension of the
deadline to file 2019 statements.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes. The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.
01-02094). David G. Heiman, Esq., and Paul E. Harner, Esq., at
Jones Day represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts. (USG
Bankruptcy News, Issue No. 72; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


VLASIC: 6 More Witnesses Take the Stand in $250M Suit vs. Campbell
------------------------------------------------------------------
Six more witnesses took the witness stand in the lawsuit commenced
by VFB, LLC, against Campbell Soup Company before the
United States District Court for the District of Delaware:

A. Mark McCallum

    Mr. McCallum worked for Campbell under three positions:

       -- Vice President for the Prepared Foods Group, which
          included the Open Pit Sauce line;

       -- General Manager for the fresh mushroom business; and

       -- General Manager for Sanwa Ramen noodle business.

    Mr. McCallum remained the mushroom business' General Manager
    through the spin-off.  He also took on responsibility for the
    Vlasic pickle business for VFI after James Dorsch was let go
    in May 1998.

    When he came in January 1997, Mr. McCallum observes that the
    mushroom business was in trouble.  "It was missing its targets
    in terms of earnings and missing its targets in terms of
    costs."  According to Mr. McCallum it was through Bob Miller's
    briefings that he was able to conclude the troubled state of
    the business.  Mr. Miller was the most senior executive within
    the mushroom business at that time.

    John A. Lee, Esq., at Andrews & Kurth, in Houston, Texas,
    representing VFB LLC, draws Mr. McCallum's attention to the
    results of a March 1997 Campbell internal audit.  Mr. McCallum
    notes that internal audit results show that Campbell's fresh
    mushroom consolidated earnings before income taxes as of
    December 1996 was $2.5 million lower than budget primarily due
    to:

       -- overly aggressive earnings growth targets;

       -- unrealized cost reductions at certain farms; and

       -- higher than expected costs with the Dublin and Hillsboro
          Farm re-entry into the later market.

    The internal audit also showed that the existing information
    systems do not provide management with the ability to
    effectively collect, analyze and report the operating and
    financial data needed to properly plan and monitor business
    performance.

    Having participated in the preparation of the Campbell Fresh
    Operating Plan, Mr. McCallum recalls being asked to hit a $6-
    million earnings target for Fiscal 1998, which would be a 75%
    increase in the 1997 projection.

    At the time the Fiscal 1998 Plan was being prepared, Mr.
    McCallum however finds out that Campbell was not prepared to
    allocate capital investments that farms needed to get back in
    shape.  "The farm infrastructures were in various conditions,
    generally poor. . . ."  With that, Mr. McCallum believes that
    it is only through increasing sales and decreasing costs that
    they could hit the target.

    When Mr. Lee brought up Open Pit, Mr. McCallum relates that
    "[i]t was a declining business then.  It was a declining
    business after Campbell purchased the brand and it was
    declining when I arrived in fiscal 1998.  The prospects were
    pretty grim for Open Pit but we were of the view that we
    could turn that around."

    Mr. McCallum cites the problems and difficulties that VFI
    experienced during and after the transition from Campbell:

       -- the tools for full transparency were not there making it
          difficult for VFI to understand how the different
          businesses were performing;

       -- VFI was given very little time to install the IT
          systems;

       -- price increase in manufacturing at Campbell's Listowell
          plants;

       -- VFI had to set up its own office for Swanson Canada's
          operation, which cost $500,000 per year after the
          spin-off;

       -- certain data that VFI needed are imbedded with
          Campbell's larger systems, thus getting those data was
          difficult and impossible; and

       -- falling to a record low of Vlasic's sale for the
          fourth quarter of 1998.

    By the end of 1999, Mr. McCallum was accountable for all
    businesses in the North American continent -- Vlasic, Open Pit
    and Swanson Canada.  On why these businesses could not achieve
    the historic earnings that they had shown on Campbell's books
    for fiscal 1997, Mr. McCallum explains that there were great
    ideas but the resources to invest behind them were not there
    at that time.  "We were already in deep trouble."

B. Karl Henecka

    Karl Henecka was the managing director of Kattus and Skandi
    when they were merged, through the spin-off, and until now.
    At the time of the merge, 100% of LaCroix sales were through
    Kattus.  Kattus was one of the nine companies spun into VFI
    and was later sold.  Lacroix was not part of the nine
    companies.

    As he understood it to be, Mr. Henecka says, the decision made
    to have an interim and then a long-term contract was because
    the spin-off was coming.

    Mr. Henecka states that he would have preferred that during
    the spin-off, final agreements would be signed so that the
    Kattus wouldn't suffer uncertainties and it would know what
    to expect in the future.  "Every short-term agreement is
    something which has a shadow over the company's future."

    The longer-term agreement, Mr. Henecka asserts, changed
    substantially the pre-existing relationship with Campbell.

    According to Mr. Henecka, VFI agreed to a three-year agreement
    that would not cover their costs because they had "no choice".
    "VFI wanted to sell Kattus and it can only sell [it] if there
    are agreements in place."

    Mr. Henecka also relates that another issue that heavily
    impacted Kattus was the BPCS implementation of a Campbell-
    based IT system.  "BPCS is an IT system for a production
    company and Kattus is a trading distribution company, which
    there was no fit."

    When they turned live in August 1996, Mr. Henecka remembers it
    as a disaster.  "[W]e weren't able to ship for weeks, for a
    month.  We weren't able to control our inventories for weeks,
    for months.  We weren't able to invoice our customers. . . ."

    By March of 1997, Kattus had fixed most of the problems in the
    system but Mr. Henecka points out "one problem you just can't
    fix is [the] lost reputation to the trade because Kattus was
    not selling product, but sold a service to the trade."  As a
    consequence of their "really crappy service," Kattus lost a
    lot of listings at the trade.

    In connection with its sale, Kattus books and records were
    checked.  It was through this review that Kattus found out
    that certain things didn't get laid out and therefore not
    accrued at three-year contracts with the trade.  Kattus only
    paid one year instead of three years.  "That was basically the
    consequence of [the BPCS problem] that hit suit in a couple of
    years later," Mr. Henecka says.

C. Phillip Seitz

    Phillip Seitz has been Campbell's lawyer since October 1996.
    He was a procurist for Kattus.  A procurist represents a
    company externally.

    Mr. Lee brought out the sale agreement between Eugen LaCroix
    Real Estate Company and Kattus, wherein Lacroix is conveying
    to Kattus a warehouse located at Ratingen City in Germany.
    Campbell-hired Oppenhoff & Radler drafted the Sale Agreement.

    In connection with the spin-off, Mr. Seitz says that Kattus'
    keeping the warehouse was important so that it can operate the
    distribution of the product to the German retailers at a good
    location.

    Mr. Seitz denies having any legal issues in the Agreement that
    he deemed important to address prior to its execution.  "It's
    a normal standard sale and purchase agreement."

    Ratingen City has the right of first refusal to the sale of
    the property.

    After the Agreement was executed, the City did in fact
    exercise its preemptive right.  As a result, the City took
    some portion of the land that was conveyed in the Agreement.

    Prior to the spin-off, Mr. Seitz admits not having advised
    among others, Mr. Henecka and VFI general counsel Norma Carter
    that under German Law, the City could exercise its preemptive
    right that could affect the sale transaction.

    Mr. Seitz explains that he did not do anything to help Kattus
    about the problem with the City because he was not its in-
    house counsel any more at that time.

    Kattus ultimately settled with the City, giving part of the
    land to the City but in return was reimbursed for costs to
    change the warehouse and the operations of the warehouse, Mr.
    Seitz recounts.

    Mr. Seitz cannot remember how much money the City paid Kattus.

    Mr. Lee asked Mr. Seitz about a service agreement with
    Delacre.  Kattus drafted the Service Agreement to distribute
    Delacre products wherein Kattus expected to receive a monthly
    fee that annualized about $5.7 million.  However, sometime in
    the middle of 1998, Campbell sold Delacre to United Biscuit.
    Mr. Seitz says that he was not told that Campbell signed a
    letter of intent to sell Delacre.  As a result of the sale,
    the Service Agreement was terminated.

D. Charles White

    Campbell IT professional Charles White led the data software
    migration project.

    Mr. White relates that because Campbell lost certain data, VFI
    had to hand-key certain of those data back.

    Mr. White notes that in VFI, "the business processes were
    being developed in concert with the software decision, and the
    implementation was reduced to more of a lining those processes
    with the actual software that was going to be used and working
    very hard to make sure that the software enabled those
    processes.  The whole idea of cultural change, re-engineering
    was incredibly minimized through VFI implementation and was a
    huge part of the CIMIS implementation."

E. David Walls

    David Walls was an Assistant Controller in the Campbell
    Controller's Offices.  Mr. Walls testified to some payments
    that were not related to the spin-off.

F. Ruth Davies

    After the spin-off, Ruth Davies was in charge of VFI's
    Customer Service.

    According to Ms. Davies, one of the ways that companies get
    customers to buy more than what they need of a product, which
    is what loading is, is getting them to buy early by offering
    them a lot of promotional deals.  "So promotional spending
    goes way up during times of loading.  And so there was
    concern, I think, about the amount of open charge backs that
    we would be dealing with as a consequence."


WET SEAL: Lerach Coughlin Commences Securities Class Action Suit
----------------------------------------------------------------
Lerach Coughlin Stoia Geller Rudman & Robbins LLP reported that a
class action has been commenced in the United States District
Court for the Central District of California on behalf of
purchasers of The Wet Seal, Inc., (NASDAQ:WTSLA) publicly traded
securities during the period between January 9, 2003 and
August 19, 2004.

Any party who wish to serve as lead plaintiff must move the Court
no later October 24, 2004.  Any party who wish to discuss this
action or have any questions concerning this notice or your rights
or interests can contact plaintiff's counsel, William Lerach or
Darren Robbins of Lerach Coughlin at 800-449-4900 or
wsl@lerachlaw.com via e-mail.

A member of this class can view a copy of the complaint as filed
or join this class action online at:

            http://www.lerachlaw.com/cases/wetseal/

Any member of the purported class may move the Court to serve as
lead plaintiff through counsel of their choice, or may choose to
do nothing and remain an absent class member.

The complaint charges Wet Seal and certain of its officers and
directors with violations of the Securities Exchange Act of 1934.
Wet Seal is a specialty retailer operating stores selling
fashionable and contemporary apparel and accessory items designed
for female customers.

The complaint alleges that during the Class Period defendants made
false and misleading statements regarding the Company's business
and prospects.  The true facts which were known by each of the
defendants, but concealed from the investing public during the
Class Period, were:

   (a) the Company was hemorrhaging cash at a material rate
       requiring that the Company liquidate its stores, close
       stores or file for protection under the United States
       bankruptcy laws;

   (b) the Company's balance sheet was not "strong" as defendants
       claimed, but rather overstated;

   (c) the Company's gross margins were declining at a rate of
       nearly 200 basis points per month;

   (d) the Company's inventory was grossly overvalued and the
       Company's new product line had received disastrous reviews
       which defendants knew would result in declining margins and
       revenues in current and future quarters and/or bankruptcy
       for the Company;

   (e) the Company's point of sale operations transparently showed
       to defendants that their projections were grossly inflated
       and that the Company was teetering on the edge of
       bankruptcy unless it began to liquidate stores (as opposed
       to growing stores);

   (f) the Company's top creative personnel and merchants had fled
       the Company, leaving the Company in a state of decay;

   (g) the Company's liability exposure was far greater than
       defendants claimed because the Company had lease
       obligations which were well above market rates;

   (h) the Company had hidden for months the fact that the
       "carrying value" of its stores was materially impaired;

   (i) the Company's stated liabilities for Q1-Q3 2003 were
       understated by at least $1 million relating to the
       Company's failure to pay its employees overtime wages; and

   (j) the Company's earnings guidance of ($.53) to ($.57) was
       grossly understated for the Company's Q2 2004, and, in
       fact, the Company would ultimately reveal that its reported
       loss for Q2, alone, would be ($3.20) per share.

As a result of the defendants' false statements, Wet Seal's stock
price traded at inflated levels during the Class Period,
increasing to as high as $12.99 on July 8, 2003, whereby the
Company's major shareholders, top officers and directors sold more
than $40 million worth of their own shares and obtained a new
"last minute" $50 million credit facility as the Company was
teetering on the edge of bankruptcy.

Plaintiff seeks to recover damages on behalf of all purchasers of
West Seal publicly traded securities during the Class Period (the
"Class"). The plaintiff is represented by Lerach Coughlin, which
has expertise in prosecuting investor class actions and extensive
experience in actions involving financial fraud.

Lerach Coughlin -- http://www.lerachlaw.com--, a 140-lawyer firm
with offices in San Diego, San Francisco, Los Angeles, New York,
Boca Raton, Washington, D.C., Houston, Philadelphia and Seattle,
is active in major litigations pending in federal and state courts
throughout the United States and has taken a leading role in many
important actions on behalf of defrauded investors, consumers, and
companies, as well as victims of human rights violations. Lerach
Coughlin lawyers have been responsible for more than $20 billion
in aggregate recoveries.

Headquartered in Foothill Ranch, California, The Wet Seal, Inc. is
a specialty retailer of fashionable and contemporary apparel and
accessory items.  The company currently operates a total of 582
stores in 49 states, the District of Columbia and Puerto Rico,
including 475 Wet Seal stores and 101 Arden B. stores.  The
company's products can also be purchased online at
http://www.wetseal.comor http://www.ardenb.com.

               Eight Quarters of Continuous Declines

The Wet Seal, Inc.'s July 31, 2004, balance sheet shows that the
retailer is liquid, with $92 million in current assets and $62
million in liabilities maturing within the next year.  The company
is solvent, with $71.7 million in shareholder equity.  In the
quarter ending July 31, the company posted a $102 million net loss
on $105 million in sales.  The second quarter of fiscal year 2004
was Wet Seal's eighth consecutive quarter reflecting negative
comparable store sales and operating losses.  Wet Seal reported a
10.9% decline in comparable store sales during the second quarter
of fiscal year 2004.


WORLDCOM INC: Browning & Pinkston Balks at Barring Trespass Cases
-----------------------------------------------------------------
WorldCom, Inc., and its debtor-affiliates ask Judge Gonzalez to
bar the prosecution of two putative class action lawsuits raising
trespass claims concerning fiber optic cable that the Debtors
installed many years before the Petition Date:

   (1) A lawsuit brought by Oscar Pinkston and a putative class
       of similarly situated landowners in Alabama, pending
       in the U.S. District Court for the Middle District of
       Alabama as Civil Action No. 04-523 (MEF-SRW); and

   (2) A lawsuit brought by Victor O. Browning and a putative
       class of similarly situated landowners in Kansas,
       Arkansas, Indiana, Kentucky, Missouri, Nebraska and
       Nevada, pending in the U.S. District Court for the
       Northern District of Oklahoma as Civil Action No.
       02-604-H.

The Debtors also ask Judge Gonzalez to:

   -- confirm that the claims asserted by Messrs. Pinkston and
      Browning, as well as any claims by any putative class
      members in their actions, were discharged; and

   -- bar the Pinkston and Browning plaintiffs from taking
      further action to prosecute their lawsuits to recover on
      their claims.

                             Objections

(a) Victor Browning

Barry J. Dichter, Esq., at Cadwalader, Wickersham & Taft, LLP, in
New York, asserts that barring the prosecution of Victor O.
Browning's claims would be a clear legal error.  Mr. Browning's
claims are solely postpetition causes of action for the Debtors'
postpetition tort conduct.  Claims that arise from postpetition
conduct simply do not exist prepetition so as to be subject to a
bankruptcy court's injunctive powers.

Mr. Dichter explains that lawsuits for a continuing series of
tortious acts commenced before the filing of a bankruptcy petition
and renewed afterward are neither barred nor discharged, if the
actions are limited to the postpetition conduct.  To rule in the
Debtors' favor and bar Mr. Browning's action would be to
erroneously re-interpret the substantive tort law of the State of
Kansas and every other State, in absentia.

Kansas, the state in which Mr. Browning's land is located and
where the trespasses and damages are occurring, recognizes the
tort of continuing trespass and differentiates between intrusions
by tortfeasors in the form of structures versus additional
intrusions to use those structures.  Mr. Dichter emphasizes that
the continuing use of the fiber to transmit signal pulses -- as
opposed to the original installation and the presence of the below
ground facilities -- is the gist of Mr. Browning's postpetition
Kansas action against MCI.  Kansas law holds that this
transmission of pulses through a fiber optic cable is a continuing
trespass.

The court in City of Shawnee, Kansas v. AT&T Corp., 910 F. Supp.
1546 (D. Kan. 1995) made a clear and careful point of recognizing
a difference between the physical cable installation and its use
to transmit signals.  The court concluded, without any difficulty,
that Kansas law distinguished the two and would treat the
transmission of signals as requiring a different legal treatment
from the facilities.

The Bankruptcy Court should not limit Mr. Browning's claims as
long as Mr. Browning does not attempt to collect damages for or
force remediation of prepetition conduct.  The Debtors' request
for injunction should be denied and Mr. Browning should be
permitted to amend his state court pleadings to limit his claims
to damages and other remedies for postpetition trespasses.

Mr. Dichter maintains that the Debtors are grossly overreaching to
block future lawsuits that probably should have been addressed in
their Chapter 11 Plan by creating a fund for them, or by the
Debtors agreeing to certify a class to address the merits of those
claims in the Bankruptcy Court.  The Debtors did neither.

The Bankruptcy Court has no power to rewrite the substantive law
of states to discharge liabilities that under the law of those
states did not exist at Petition Date.  As long as Mr. Browning
restricts his lawsuit to postpetition conduct, the bankruptcy
proceedings are not implicated.

(b) Oscar Pinkston

Clinton C. Carter, Esq., at Beasley, Allen, Crow, Methvin, Portis
& Miles, P.C., in Montgomery, Alabama, tells Judge Gonzalez that
the Bankruptcy Court lacks jurisdiction over the Pinkston case and
should allow Mr. Pinkston to pursue his class action against the
Debtors in state court in Alabama.  The Pinkston class action
arises from the Debtors' postpetition conduct of burying, leasing,
operating and running fiber optic cable under and across the
Plaintiffs' land without permission or rights-of-way.  The
Complaint has two causes of action -- trespass and unjust
enrichment -- solely under Alabama law.  Mr. Pinkston does not
seek benefit from any federal law.  Furthermore, the Pinkston
class members have limited the amount in controversy to $74,999
for all claims per individual class member.

Trespass and unjust enrichment are continuing in nature because
the offending structures or the fiber optic cables remain on the
Plaintiffs' land.  Mr. Carter asserts that because the
transmission of pulses through a fiber optic cable is a successive
and reoccurring event, the doctrine of continuing trespass allows
the Pinkston class members to seek protection for the Debtors'
post-discharge conduct.

              Debtors Respond to Browning Objection

According to Adam P. Strochak, Esq., at Weil, Gotshal & Manges,
LLP, in New York, Victor Browning in his Objection conceded that:

   -- he failed to file a claim in the Debtors' bankruptcy
      proceeding;

   -- even assuming that his claim could qualify as a continuing
      trespass, he nevertheless could have elected to sue once
      for value of a perpetual appropriation;

   -- the going forward resolution of the Debtors' future
      liability might have been possible in their Chapter 11
      proceeding save for the fact that it wasn't attempted; and

   -- the liability for claimants like Mr. Browning probably
      should have been addressed in the Debtors' Plan.

Based on these concessions, Mr. Browning admits that his entire
lawsuit is founded on a pre-bankruptcy "claim."  By admitting that
he had the right to "elect" to sue before the Petition Date for
the value of the Debtors' alleged appropriation of his land,
Mr. Browning acknowledges that he could have brought his claim to
the Bankruptcy Court.  Failing to do that, Mr. Browning loses the
right to pursue the claim after confirmation of the Plan, which is
what the discharge injunction is all about.

Mr. Browning intends to modify his state court action so that it
is based "only on the unauthorized and uncompensated
transmissions."  Mr. Strochak contends that the lightwave
transmissions -- which Mr. Browning will never see or otherwise
perceive, will never cause him any harm and will never damage his
property interest to the slightest degree -- simply cannot
constitute as the basis for a trespass claim.  The "intangible"
invasions cannot constitute a trespass unless they are accompanied
by actual physical damage to the property.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532). On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts. The Bankruptcy Court confirmed WorldCom's Plan on October
31, 2003, and on April 20, 2004, the company formally emerged from
U.S. Chapter 11 protection as MCI, Inc. (Worldcom Bankruptcy News,
Issue No. 61; Bankruptcy Creditors' Service, Inc., 215/945-7000)


* Former Aetna Executive L.E. Shaw Joins Gibson Dunn as Counsel
---------------------------------------------------------------
Gibson, Dunn & Crutcher LLP reported that the former Executive
Vice President and General Counsel of Aetna, L. Edward Shaw, Jr.,
has joined the firm's New York office as Counsel.  A member of the
firm's Corporate Transactions and Securities Practice Group, Shaw
will counsel clients on corporate governance, risk management and
regulatory compliance matters.

"Given today's regulatory environment, Ed's broad experience with
a wide range of governance issues will be a valuable resource for
our clients," said Ken Doran, Managing Partner of Gibson Dunn.
"We have a strong group of lawyers who advise corporations,
corporate boards and board committees on governance issues,
internal investigations and special committee assignments.  I
expect Ed will be working closely with those who lead that
practice, including Randy Mastro, Barbara Becker and Peter Beshar
in New York and John Olson, Brian Lane, Amy Goodman and Joe Warin
in Washington, D.C."

Prior to joining the firm, Shaw was at Aetna, Inc., from 1999 to
2003, where in addition to serving as general counsel, he served
as a member of the Office of the Chairman.  From 1996 to 1999, he
worked for National Westminster Bank as Chief Corporate Officer
for North America, and from 1983 to 1996, he worked for Chase
Manhattan Corp. as Executive Vice President and General Counsel.
He was also a partner and member of the Executive Committee at
Milbank, Tweed, Hadley & McCloy LLP, where he practiced from 1969
to 1983.

Shaw is currently serving as Independent Consultant to the Board
of Directors of the New York Stock Exchange, reviewing the
Exchange's surveillance, examination and enforcement activities
relating to specialist firms.  In addition, he is a director of
Mine Safety Appliances Co. and New York-based Covenant House,
which is the country's largest privately funded provider of crisis
care to children.

Shaw earned his law degree in 1969 from Yale Law School.  In 1966,
he earned his Bachelor of Arts degree magna cum laude from
Georgetown University.

                         About the Firm

Gibson, Dunn & Crutcher LLP is a leading international law firm.
Consistently ranking among the world's top law firms in industry
surveys and major publications, Gibson Dunn is distinctively
positioned in today's global marketplace with more than 800
lawyers and 13 offices, including Los Angeles, New York,
Washington, D.C., San Francisco, Palo Alto, London, Paris, Munich,
Brussels, Orange County, Century City, Dallas and Denver.


* AssetLink LP Establishes Office in Denver
-------------------------------------------
AssetLink LP, a Pittsburgh-based REO -- Real Estate Owned --
services company that specializes in selling bank-owned properties
acquired through mortgage foreclosures, has established an office
in Denver, Colorado.

AssetLink is a wholly owned subsidiary of ServiceLink LP of
Pittsburgh, the largest centralized closing management company in
the nation.

According to AssetLink President, Ken Westfall, the Denver office
will give AssetLink an East Coast-West Coast presence in what is
generally regarded as the nation's center for companies that deal
with the management of REO properties.  In making the
announcement, Westfall noted that he is no stranger to Denver.  He
is a native of Colorado and spent 25 years working there in the
REO industry before moving to Pittsburgh earlier this year.
Before joining AssetLink, he was Chairman and Chief Executive of
Denver-based Westfall & Company, a company he sold in 1998 to
Chicago Title, which now operates as Fidelity National Asset
Management.

"Locating an office in Denver gives us a strategic presence that
will allow us to build on our national status in the REO market.
It's also an opportunity for me to return to my roots, both
professionally and personally," he said.

Commenting on the establishment of the Denver office, Jeff Coury,
Chief Executive Officer of ServiceLink LP, AssetLink's parent
company, said, "Establishing this new office in Denver further
demonstrates our commitment to the REO market.  This presence
along with Ken's leadership and the proven ServiceLink model,
strategically positions AssetLink in the market."

                       About Assetlink LP

AssetLink LP is a national REO company that has pioneered a new
direction in the management and marketing of bank-owned
properties.  By capitalizing on the proven technology of its
parent company, ServiceLink LP, AssetLink is in the final
development stage of building a nationwide web-based REO system.
Its system will allow clients, asset managers, brokers, attorneys,
and closing agents to easily manage the liquidation process
through one data source.  AssetLink's motto is: "Consider It
Sold."

                      About Servicelink LP

ServiceLink LP is the largest centralized closing management
company in the nation.  Headquartered in Hopewell Township,
Pennsylvania, it pioneered what has become the industry standard
for a "start-to-finish" system that allows the company's work
teams to control the mortgage closing process from beginning to
end, earning the company recognition by lenders throughout the
country as the number one closing specialist in terms of quality
and customer satisfaction.  ServiceLink's motto is: "Consider It
Done."

                       About Ken Westfall

Ken Westfall is a 25-year veteran of the asset management and
disposition industry.  He pioneered Broker Price Options -- BPOs
-- and Real Estate Owned -- REO -- outsourcing, which are now
considered industry standards.  He serves as AssetLink's
President.  Westfall is skilled at all levels of Mortgage Default
Solutions, including REO outsourcing, BPOs, single and multi-
family property value reconciliation, and appraisal review.  He
once served as Director of the Colorado Foreclosure Prevention
Task Force under the Governor's office, and also sat on a federal
Housing and Urban Development -- HUD -- panel regarding the
disposition of REO properties.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
October 9-10, 2004
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING
   CONFEDERATION
      IWIRC Annual Fall Conference
         Nashville, Tennessee
            Contact: 1-703-449-1316 or http://www.iwirc.com/

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

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


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

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

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

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

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

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

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

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

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

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

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


                           *********

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

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

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

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

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

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

                            *********

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

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

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

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

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



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