TCR_Public/040924.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Friday, September 24, 2004, Vol. 8, No. 206

                            Headlines

A.B. DICK: Committee Wants to Hire Bayard Firm as Co-Counsel
AINSWORTH LUMBER: Completes Potlatch Acquisition & Debt Placement
AKORN INCORPORATED: Inks Joint Venture with Strides Arcolab
AMERICAN AIRLINES: Increases Fares to Offset High Costs of Fuel
ARMSTRONG WORLD: I&S Associates Holds Allowed $2.6 Million Claim

CAMELBACK CASTLE: List of 9 Largest Unsecured Creditors
CATHOLIC CHURCH: Tucson Retains Thomas Zlaket as Special Counsel
CHALK MEDIA: Provides Year-to-Date Corporate Updates
CHIQUITA BRANDS: Offering $250 Million of 7.5% Senior Notes
CLARK ATLANTA: Moody's Affirms Ba2 Rating with Stable Outlook

CLIFT HOLDINGS: Files Plan of Reorganization in New York
COMM 2001-FL5: S&P Hammers Ratings on Three Classes to D
COMMUNITY HEALTH: Fitch Affirms Low-B Ratings After Stock Buy Back
COUNSEL CORP: Amaranth & N.M. Maounis Disclose 33.0% Equity Stake
CREATIVE RESTAURANT PARTNERS: Voluntary Chapter 11 Case Summary

DENNY'S CORP: Inks New Credit Facilities Totaling $420 Million
DENNY'S CORP: S&P Raises Corporate Credit Rating to B from CCC+
DIGITALNET INC: Launches Cash Tender Offer for 9% Senior Debt
DSTAR SUN PLAZA HOLDINGS: List of 19 Largest Unsecured Creditors
ENRON CORP: Judge Gonzalez Approves Payment of Loss to Metals

ENTERPRISE PRODUCTS: S&P Assigns BB+ Rating to Planned $2B Notes
FIRST UNION-CHASE: Moody's Junks Two Certificate Classes
FMC CORP: Moody's Assigns Ba1 Rating to Planned $100M Term Loan
FOSTER WHEELER: Gets S&P's Selective Default Rating after Swap
GMAC COMMERCIAL: Moody's Junks Four Certificate Classes

GOLD COAST RESTAURANTS: Case Summary & Largest Unsecured Creditors
HORIZON PCS: Court Confirms Joint Plan of Reorganization
INTERMET CORP: 3rd Qtr. Expectations Cue Moody's to Junk Ratings
INTERSTATE BAKERIES: S&P's Corporate Credit Rating Tumbles to D
INTERSTATE BAKERIES: Gets Access to $50 Million of DIP Financing

INTRAWEST: Moody's Puts B1 Rating on $325M Senior Unsecured Notes
ISLA GRANDE CORP: Case Summary & 4 Largest Unsecured Creditors
JONATHON KYLE MILLER: List of 20 Largest Unsecured Creditors
JP MORGAN: Fitch Assigns Low-B Ratings on Six Certificate Classes
JUNO LIGHTING: Posts $3,643,000 Net Loss for 2003 Third Quarter

JUNO LIGHTING: Appoints John P. Murphy to Board & Audit Committee
KAISER ALUMINUM: Asks Court Okay on Australia & Ghana Asset Sales
LOEHMANN'S CAPITAL: Moody's Junks $110M Senior Secured Notes
LOEHMANN'S CAPITAL: S&P Junks Proposed $110M Senior Secured Notes
METROPOLITAN MORTGAGE: Fitch Junks Class B-1 Issue

MIRANT CORP: Asks Court to Approve El Paso Settlement & Release
MIRANT CORPORATION: Examiner Proposes Confidentiality Protocol
NATIONAL CENTURY: Court Says Creditor Trust Can Depose JP Morgan
NDCHEALTH: Charles Miller Accepts Senior Executive VP Position
NORTH AMERICAN: S&P Affirms Low-B Ratings with Negative Outlook

OGLEBAY NORTON: Tort Claimants Raise Objections to Plan
ORDERPRO LOGISTICS: Shareholders Propose New Business Plan
PACIFIC GAS: Gets CPUC Approval of System Safety Expenditures
PACIFICARE HEALTH: Moody's Affirms Ba2 Senior Implied Rating
PARMALAT: Court Extends Milk Employees Collective Bargaining Pact

PEGASUS: Committee Asks Court to Approve Ted Lodge Retention Plan
PENN TRAFFIC: Postponing Disclosure Statement Hearing to Oct. 21
PRIME HOSPITALITY: 96.6% of Noteholders Agree to Amend Indenture
PROVIDIAN FINANCIAL: Completes $650 Million Term Securitization
QUIGLEY COMPANY: Hires Trumbull Group as Claims Agent

RIPLEY DODGE CHRYSLER: Case Summary & Largest Unsecured Creditors
RIVERSIDE FOREST: Tolko Willing to Settle for 51% Equity Stake
SCHLOTZSKY'S: Wants Open-Ended Deadline to Decide on Leases
SCOTT ACQUISITION: Hires Delaware Claims as Claims Agent
SEROLOGICALS CORP: S&P Places BB- Rating on Planned $110M Facility

SOLECTRON CORP: Names Marty Neese Executive Vice President
SOLUTIA INC: Wants to Employ FBG as Special Balloting Agent
SOUTHWEST HOSPITAL: U.S. Trustee Meets Creditors on Oct. 21
STELCO: Workers to Rally Today as Court Hears CCAA Extension Move
STEWART ENT: K. Budde Sits as CEO & W. Rowe Continues as Chairman

TRANSMONTAIGNE INC: Board Authorizes New Partnership Formation
TRITON CDO: S&P Shaves Class B Notes' Rating to CCC- from CCC+
UAL CORP: Asks Court OK to Sell Air Canada Claims to Deutsche Bank
UNITED COMMUNITY: Sets Claims Valuation Date Hearing on Oct. 1
US AIRWAYS: Gets Court OK to Continue Using Cash Management System

US AIRWAYS: Court Waives Investment & Deposit Guidelines
US AIRWAYS: Gets Court Approval to Pay Critical Foreign Vendors
WESTLAKE CHEMICAL: Moody's Puts Low-B Ratings on Various Debts
WORLDCOM INC: Asks Court to Disallow IRS' $16.2 Million Claim
WORLDTEQ GROUP: Acquires Majority Ownership of Billing Company

* Phoenix Advisors Launches Municipal Financial Advisory Service

BOOK REVIEW: BOARD GAMES - The Changing Shape of Corporate Power

                           *********


A.B. DICK: Committee Wants to Hire Bayard Firm as Co-Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors in A.B. Dick Company
and its debtor-affiliates' chapter 11 cases asks the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ and retain The Bayard Firm, P.A., as co-counsel to
McGuireWoods LLP, effective July 23, 2004.

The Bayard Firm will:

   a) provide legal advice with respect to the Committee's powers
      and duties;

   b) assist in the investigation of the acts, conduct, assets,
      liabilities, and financial condition of the Debtors, the
      operation of the Debtor's businesses, and any other matters
      relevant to the case or to the formulation of a plan of
      reorganization or liquidations;

   c) prepare on behalf of the Committee necessary applications,
      motions, complaints, answers, orders, agreements and other
      legal papers;

   d) review, analyze and respond to all pleadings filed by the
      Debtors and appear in court to present necessary motions,
      applications and pleadings and to otherwise protect the
      interests of the Committee; and

   e) perform all other legal services for the Committee that may
      be necessary and proper in these proceedings.

Jeffrey M. Schlerf, Esq., a director at The Bayard Firm, discloses
the Firm's hourly rates for its professionals' services are:

            Designation              Rate
            -----------              ----
            Directors             $375 - 540
            Associates             220 - 425
            Paralegals             155 - 175


The Bayard Firm tells the Court that it intends to work closely
with McGuireWoods LLP to ensure that there is no unnecessary
duplication of services performed or charged to the Debtors'
estates.

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

Headquartered in Niles, Illinois, A.B.Dick Company
-- http://www.abdick.com/-- is a global supplier to the graphic  
arts and printing industry, manufacturing and marketing equipment
and supplies for the global quick print and small commercial
printing markets.  The Company, along with its affiliates, filed
for chapter 11 protection (Bankr. D. Del. Lead Case No. 04-12002)
on July 13, 2004. Frederick B. Rosner, Esq., at Jaspen Schlesinger
Hoffman, and Jami B. Nimeroff, Esq., at Buchanan Ingersoll P.C.,
represent the Debtors in their restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed over
$10 million in estimated assets and over $100 million in estimated
liabilities.


AINSWORTH LUMBER: Completes Potlatch Acquisition & Debt Placement
-----------------------------------------------------------------
Ainsworth Lumber Co. Ltd. completed the acquisition of all of the
assets and certain related net working capital of Potlatch
Corporation used in the operation of three OSB facilities located
in the northern Minnesota towns of Bemidji, Cook and Grand Rapids.
Concurrent with the closing of the acquisition, Ainsworth closed a
private placement of US$275,000,000 aggregate principal amount of
7-1/4% Senior Notes due 2012 and US$175,000,000 aggregate
principal amount of Senior Floating Rate Notes due 2010. As
previously announced, Ainsworth intends to use the net proceeds
from the offering of the Senior Notes, together with cash on hand,
to fund the acquisition of the Minnesota OSB facilities.  

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,
oody'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.


AKORN INCORPORATED: Inks Joint Venture with Strides Arcolab
-----------------------------------------------------------
Akorn, Inc. (OTCBB:AKRN.OB) and Strides Arcolab Limited, one of
India's largest manufacturers and exporters of pharmaceutical
products, announced the formation of a Joint Venture.  The two
companies had entered into a memorandum of understanding in
April 2004 to enter into this Joint Venture.  Akorn and Strides
will each own 50% of the Joint Venture.  It will initially be
capitalized with $2.5 million, which will be used to finance the
preparation of ANDAs by Strides.

The Joint Venture will operate in the form of a new Delaware
limited liability company, Akorn-Strides, LLC under the terms of a
Limited Liability Company Agreement between Akorn and Strides.  
Strides will be responsible for developing, manufacturing and
supplying products under an OEM Agreement between Strides and A-S.  
Akorn will be responsible for sales and marketing of the products
under an exclusive Sales and Marketing Agreement with A-S between
Akorn and A-S.

Under the OEM Agreement, funds will be paid to Strides to finance
the preparation, development and filing with the Food and Drug
Administration of ANDAs for generic drugs based on a mutually
agreed development schedule.  A-S will have exclusive rights to
FDA approved generic drugs within the United States hospital,
medical clinic, physician group and other wholesale drug markets.
The Joint Venture has identified 20 generic injectable drugs
slated for the first phase development projects.

Under the Sales and Marketing Agreement, Akorn will market,
advertise and sell FDA approved generic drugs in the United States
supplied to A-S by Strides under the OEM Agreement.  Akorn will be
required to achieve, with respect to each generic drug, a minimum
market share in the United States in order to preserve its
exclusive marketing rights.  Akorn will be paid a commission on
the sales of these drugs.

Arthur S. Przybyl, President and CEO of Akorn stated, "We are
excited to formally enter into this strategic business venture
with Strides.  We believe Strides embodies our entrepreneurial
corporate culture and working together we can create a successful
new pharmaceutical company.  The formation of the Joint Venture
with Strides Arcolab represents another milestone in our ongoing
commitment to expand the breadth of our product portfolio for the
United States hospital market.  Initially, twenty products have
been identified for development and manufacturing, which include
both existing generic and patent expiring parenteral and
lyophilized drugs.  Akorn will utilize its existing sales and
marketing distribution channel strategies in order to capture
market share for these products."

Arun Kumar, Managing Director and Group CEO of Strides stated,
"The conversion of the memorandum of understanding into definitive
agreements is a major milestone in our strategy to be a leading
player in the United States hospital market.  Leveraging on
Strides' aggressive product development and manufacturing skill
sets and Akorn's marketing reach, the new pharmaceutical company
will emerge as a significant provider of high quality parenteral
and lyophilized drugs in the United States hospital segment."

                 About Strides Arcolab Limited

Strides Arcolab Limited, listed on the Indian National Stock
Exchange (STAR), Bombay Stock Exchange (STRIDES ARCO), Bloomberg
(STR@IN) and Reuters (STAR.BO), has a global presence in more than
50 countries.  The company has factories in India, Brazil, Mexico
and USA.  The Company supplies to a number of geographic locations
including Latin America, UK, South East Asia, Africa, Australia
and Russia. The Indian manufacturing facilities for the regulated
markets are approved by all major regulatory bodies such as MHRA,
EU, TGA and MCC.  The company has recently signed supply and
cooperation agreements with Aspen, South Africa, SORM, Japan and
Ribbon, Italy.  Additional information is available at the
Company's website at http://www.stridesarco.com/

                        About Akorn, Inc.

Akorn, Inc. manufactures and markets sterile specialty
pharmaceuticals. Akorn has manufacturing facilities located in
Decatur, Illinois and Somerset, New Jersey and markets and
distributes an extensive line of hospital and ophthalmic
pharmaceuticals. Additional information is available at the
Company's website at http://www.akorn.com/

                         *     *     *

In its Form 10-Q for the quarterly period ended June 30, 2004,
filed with the Securities and Exchange Commission, Akorn Inc.,
reported that the Company's losses from operations in recent years
and working capital deficiencies, together with the need to
successfully resolve its ongoing compliance matters with the Food
and Drug Administration, have raised substantial doubt about the
Company's ability to continue as a going concern.  The company's
financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business although the
report of its independent auditors as of and for the year ended
December 31, 2003, expressed substantial doubt as to the Company's
ability to continue as a going concern.


AMERICAN AIRLINES: Increases Fares to Offset High Costs of Fuel
---------------------------------------------------------------
American Airlines increased most domestic U.S. and U.S. to Canada
fares $5 one way and $10 round trip.  The increase, which is
effective immediately, is necessary to help offset the continuing
high cost of jet fuel.

Crude oil prices remain well above $40 a barrel, up substantially
from a year ago.  Each 1-cent rise in the price of a gallon of jet
fuel costs American more than $30 million a year.

If the current increase in oil prices year over year were to
remain in place, AMR Corp. (NYSE: AMR), parent of American and its
regional affiliates, would incur more than $1 billion in added
fuel expense over the coming year.

American Airlines (S&P, B- Corporate Credit Rating, Stable
Outlook) is the world's largest carrier.  American, American Eagle
and the AmericanConnection regional carriers serve more than 250
cities in over 40 countries with more than 4,200 daily flights.  
The combined network fleet numbers more than 1,000 aircraft.  
American's award-winning Web site, http://AA.com,provides users  
with easy access to check and book fares, plus personalized news,
information and travel offers.  American Airlines is a founding
member of the oneworld(sm) Alliance.

American Airline's 4.250% Notes due September 23, 2003 trade in
the mid-seventies.  AMR Corp.'s June 30, 2004, Balance Sheet shows
liabilities exceeding assets by $122 million.


ARMSTRONG WORLD: I&S Associates Holds Allowed $2.6 Million Claim
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware disallowed
and expunged I&S Associates, LLC's $20,630,078 Claim.  The Court
allowed Amended I&S Claim for an unsecured $2.6 million amount.

As reported in the Troubled Company Reporter on July 8, 2003,
Armstrong World Industries asks the Bankruptcy Court to disallow
and expunge the proof of claim filed by I&S Associates, LLC, for
lease rejection damages.  Rebecca L. Booth, Esq., at Richards
Layton & Finger in Wilmington explains that in March of 1997, AWI
signed a lease agreement with North Queen Street Limited
Partnership, and Granite Investment Corporation, with respect to
approximately 260,400 square feet of office and light
manufacturing space in downtown Lancaster, Pennsylvania.  The
lease provided for a term of 8 years, beginning on April 1, 1997,
and ending on March 31, 2005.

AWI, Queen Street, and Granite I Corporation (successor by merger
with Granite Investment Corp.) amended the lease agreement in July
of 1997, extending the term of the lease through July 31, 2005,
and granting AWI an option to renew the lease for an additional
five years.  The annual base rent under the lease was
approximately $1,455,000 for the primary term, excluding common
area maintenance charges for which AWI also was obligated.
Pennsylvania law governs the terms of the lease.

In August 1998, Queen Street and Granite assigned the lease to I&S
in connection with a sale of the premises. In April 2001, Judge
Newsome signed an order authorizing AWI to reject the lease,
effective as of April 30, 2001.

                         The I&S Claim

On August 31, 2001, I&S filed its claim asserting a general,
unsecured claim for damages arising from rejection of the lease in
an aggregate amount of "no less than $16,327,970 together with
additional unliquidated damages." This claim was made up of three
components:

   (1) a rent claim in the aggregate amount of $1,455,000;

   (2) a claim for damages in the aggregate amount of "no
       less than $7,060,970" in connection with annual
       maintenance charges AWI was required to pay under the
       lease; and

   (3) a claim for damages to be incurred by I&S in
       connection with a retrofitting of the premises for a
       new tenant, estimated to cost I&S an aggregate of "no
       less than $7,812,000."

I&S amended the proof of claim because it has engaged an architect
in preparation for beginning the actual retrofitting work.  The
architect advised by letter that the estimated cost of demolition
and restoration of 183,214 square feet of space to its original
condition will be $12,114,108.  The architect's estimate includes
the cost of repositioning of electrical, mechanical, plumbing,
fire suppression and finishes.  The I&S claim as amended totals
$20,630,078.

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)


CAMELBACK CASTLE: List of 9 Largest Unsecured Creditors
-------------------------------------------------------
Camelback Castle Corporation released a list of its Nine Largest
Unsecured Creditors:

Entity                        Nature of Claim       Claim Amount
------                        ---------------       ------------
Wells Fargo                   Businessline credit       $102,790

Martin Raml                   Loaned funds               $45,000

DEX Media                     Phone book                 $20,000
                              advertising

Maricopa County Treasurer     Property taxes on          $18,739
                              parcel 202-10-001K6

Glidewell & Company LLC       Tax appeal services         $9,802

Alltel Communications         Service                     $1,100

QWEST                         Phone line service            $300

Southwest Gas Service         Gas utility                   $265

Wells Fargo Bank, N.A.        Bank charges for              $120
                              NSF items

Headquartered in Phoenix, Arizona, Camelback Castle Corporation
filed for chapter 11 protection (Bankr. D. Ariz. Case No.
04-16235) on September 14, 2004. Thomas G. Luikens, Esq., at Ayers
& Brown, P.C., represents the Company in its restructuring
efforts. When the Debtor filed for protection from its creditors,
it listed both estimated assets and debts of more than $1 million.


CATHOLIC CHURCH: Tucson Retains Thomas Zlaket as Special Counsel
----------------------------------------------------------------
The law firm of Thomas A. Zlaket, P.L.L.C. was retained by the
Roman Catholic Church of the Diocese of Tucson, Arizona, before
filing for chapter 11 protection, to provide legal advice
regarding its financial affairs, insurance coverages, and general
exposure arising out of numerous pending and anticipated tort
claims.

Mr. Zlaket received payment of legal fees charged at a reduced
rate of $150 per hour, compared to his standard hourly billing
rates of $350 to $500.  There was never a retainer charged or
received.  All fees and costs incurred before Tucson's Petition
Date were paid in full.

Since the Diocese needs a counsel to represent it in its
Chapter 11 case that is familiar with some of the special matters
related to issues like insurance and other potential litigation
matters, the Diocese seeks Judge Marlar's permission to hire
Thomas A. Zlaket as special counsel, effective as of September 20,
2004.

Reverend Gerald F. Kicanas, D.D., the Bishop of the Diocese of
Tucson, asserts that Mr. Zlaket has the accessibility, experience
and expertise needed to provide the legal services required by the
Diocese.

Mr. Zlaket will still be paid at a reduced rate of $150 per hour.
Mr. Zlaket will also be reimbursed for his actual, necessary
expenses and other charges.  If services should be rendered in the
future on a contingency, flat rate, or other alternative basis, a
formal engagement letter will be executed, subject to Court
approval.

Mr. Zlaket tells Judge Marlar that his law firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code and does not have any interest adverse to
Tucson's estate.

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


CHALK MEDIA: Provides Year-to-Date Corporate Updates
----------------------------------------------------
Chalk Media Corp. President and Chief Executive Officer, Stewart
Walchli informed shareholders of these updates:

   Year-to-Date Corporate Highlights:

      -- Earned record revenues of $1,605,053 for the six months
         ended June 30, 2004, up 85% from the same period in 2003

      -- Sales backlog of $2.8 million as at June 30, 2004

      -- Signed new deals with ATI, Bell Sympatico, Business
         Objects, Groupe Archambault Inc. (Quebecor Media),
         Hewlett Packard, HSBC, Intel, Lexmark, Samsung, Sony,
         Symantec, Targus and TELUS

      -- Launched new television program, Spy Academy, along with
         interactive website with Corus Entertainment's YTV

      -- Signed a strategic marketing agreement with Future Shop

      -- Signed Telus as the title sponsor of the Dave Chalk
         Connected television and in-flight programs

      -- Launched the B.C. Children's Hospital Internet Caf, for
         Kids with TELUS

      -- Appointed Calvin Mah, CA, to position of CFO and Carrie
         Harrison to the position of Director, Sales & Marketing

                    Launch of Spy Academy &
                 Dave Chalk Connected Season II

On September 11, 2004, Chalk Media launched the first season of
Spy Academy.  Produced in partnership with YTV, this kids' reality
game show takes an innovative step towards the future of
television and provides "tweens", ages 9-12, with the ability to
participate in the program, online, as they watch.  In each
episode of Spy Academy, six techno savvy kids, paired in teams of
two, use the most recent gadgets to navigate through a series of
tests to see if they have what it takes to earn the title of
"International Super Spy."

"Spy Academy is particularly exciting for us as it is the first
program that we have produced that targets the tween demographic.
Furthermore, the show provides excellent branded content
opportunities for our sponsors, such as Bell Sympatico.  As well,
we intend to pursue Spy Academy merchandise and international
license sales opportunities as we go forward," Mr. Walchli says.

Later this fall, Chalk Media will also be launching the second
season of Dave Chalk Connected.  TELUS and Future Shop have signed
on to be our major sponsors for the coming season.  Each week
viewers will be able to see Dave Chalk and Mike Agerbo demonstrate
the newest technologies.  The show will air on numerous time slots
across the country.  See http://www.chalktv.com/for more  
information.

                          Sales Update

For the six-month period ended June 30, 2004, Chalk Media signed
sales contracts with a value of approximately $3.8 million. This  
compares very favourably to 2003 when we signed a total of
$2.6 million of sales contracts for the entire year.

In February 2004, Chalk Mediaannounced that our recognized revenue
targets for the year ended December 31, 2004 were $4.5 million to
$5.5 million.  Based on its recognized revenue to date, Chalk
Media's sales backlog and deals in discussion and negotiation, we
are confident that we will achieve this range for 2004.

Apart from sales growth, another key focus for Chalk Media is
improving its gross margins, as well as its overall profitability.
So far this year, it have not achieved the level of gross margins
that it believe it is capable of generating.  This is due to an
investment in our proprietary Learning Content Management System
software, higher than expected production costs and the overall
level of sales in the first half of 2004.  

                      Update on Financing

In July 2004, Chalk Media engaged Paradigm Capital to raise up to
$3 million by way of a private placement.  Since that time, chalk
Media people have actively been meeting with investors, primarily
in Toronto and Vancouver.  While the reception to the company was
generally very positive, the markets unfortunately have not
cooperated and the effect of the summer slow-down was greater than
anticipated.  As a result, the company has not yet completed the
financing and are not certain as to whether we will be able to do
so in the near term.  The company is continuing to work on this
financing and will provide you with further updates as we go
forward.

                       Business Strategy

Chalk Media is an expert in creating user-friendly "how-to"
content that explains our clients' products and services to their
customers, channel partners and employees.  Chalk Media work with
global blue-chip companies to help increase the understanding and
adoption rates of their products and services leading to lower
return rates and increased sales.

Currently, Chalk Media has two business units: Broadcast Media,
which includes network television and in-flight programming, and
Interactive Solutions, which includes online training and
marketing solutions.  Chalk Media's two business units work
together closely.  In addition to generating revenues, its
Broadcast Media group has created branding and awareness for our
company.  This enables the company to build close relationships
with companies such as TELUS, Sony, Bell Sympatico and FutureShop.
Chalk Media has leveraged its media exposure and relationships to
provide an extensive range of Interactive Solutions to a broad
range of global blue-chip companies.

As it go forward, the company focused growth strategy that
includes these elements:

   (1) Grow our existing relationships with our blue-chip customer       
       base

   (2) Focus on key industry verticals such as technology,
       telecommunications and financial services

   (3) Expand sales efforts into the U.S. and U.K. markets

   (4) Broaden media platform with the launch of new media
       properties that support our overall strategy

   (5) Execute on a disciplined acquisition strategy

                    About Chalk Media Corp.

Chalk Media produces network television & in-flight entertainment
programming and online training & marketing solutions.  The
company's award-winning television shows, ranging from Dave Chalk
Computer Show to Dave Chalk Connected, have served to build a
highly recognizable brand name.  Leveraging this brand has allowed
the company to build relationships with a blue-chip customer base
and provide the customers with custom online training and
marketing solutions.  Chalk Media's custom solutions help
industry-leading companies communicate more effectively with their
customers, distribution partners and employees.

As of June 30, 2004, Chalk Media reported a CDN$540,498
stockholders' deficit.


CHIQUITA BRANDS: Offering $250 Million of 7.5% Senior Notes
-----------------------------------------------------------
Chiquita Brands International, Inc. (NYSE: CQB) reported the
pricing of an offering of $250 million aggregate principal amount
of its Senior Notes.  The Notes are to bear interest at 7.5% per
annum and mature on Nov. 1, 2014.  The transaction is expected to
close on Sept. 28, 2004.  The company intends to use the net
proceeds from the offering, together with available cash, to fund
its previously announced tender offer and consent solicitation for
its $250 million aggregate principal amount of 10.56% Senior Notes
due 2009.

The notes were offered in the United States to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act of 1933 and outside the United States pursuant to Regulation S
under the Securities Act.  The notes have not been registered
under the Securities Act and may not be offered or sold in the
United States without registration or an applicable exemption from
the registration requirements.

Chiquita Brands International, Inc., is an international marketer,
producer and distributor of high-quality fresh and processed
foods.  The company's Chiquita Fresh division is one of the
largest banana producers in the world and a major supplier of
bananas in North America and Europe.  Sold primarily under the
premium Chiquita(R) brand, the company also distributes and
markets a variety of other fresh fruits and vegetables. Additional
information is available at http://www.chiquita.com/

                         *     *     *
As reported in the Troubled Company Reporter on September 23,
2004, Moody's Investors Service assigned a B2 rating to the
prospective senior unsecured note issue of Chiquita Brands
International, Inc., and affirmed Chiquita's B1 senior implied
rating.  The outlook is stable.  Proceeds from the prospective
$250 million note issue will refinance Chiquita's existing $250
million 10.56% notes, due 2009.

Chiquita's ratings reflect moderate debt levels, a well
established market position, and a well recognized brand name, but
also take into account the company's product concentration on
bananas and its earnings concentration in Europe, where a new, as
yet undefined, tariff regime will be implemented in 2006, which
could materially affect profitability.


CLARK ATLANTA: Moody's Affirms Ba2 Rating with Stable Outlook
-------------------------------------------------------------
Moody's Investors Service affirmed Clark Atlanta University's Ba2
underlying rating on $24 million of Series 1995 bonds issued
through the Fulton County Development Authority.  The stable
outlook is based on our belief that the University has initiated
steps to improve operations, despite its ongoing financial
challenges.  The Series 1995 bonds continue to be rated Aaa based
on an insurance policy from Ambac.

The Ba2 rating reflects:

   (1) Ongoing challenges in attracting students.  Moody's expects
       that Clark Atlanta's established market niche as a
       historically black institution with an applied studies and
       research focus will face ongoing competition for students
       from other well-known higher education institutions.  
       Preliminary indications from management show a 24% drop in
       applications for this fall's class, reflecting, in part, a
       more rigid policy of counting complete applications as well
       as reaction to publicity around the University's financial
       stress.  However, the decline in number of new freshmen is
       expected to be less severe at 5%.

   (2) Continued investments in student housing to bolster student
       demand.  Management reports continued full capacity for its
       housing system.  An affiliated group, Clark Atlanta
       University Partners issued $51.9 million in debt in July of
       2004, of which $21 million was used to refund existing debt
       and $30.9 million for additional beds expected to come
       online next fall, when the University plans to institute a
       mandatory housing requirement for all freshmen and
       sophomores.  Moody's treats this third party, project
       financing as indirect debt of the University.

   (3) Credible plan to reduce expenditures over the coming years.  
       For the three years 2001 through 2003, average operating
       deficits of 3.7% point to ongoing structural challenges.  
       Leadership has demonstrated the resolve to make necessary
       staff reductions and has implemented early retirement
       programs.  However, these and other cost cutting measures
       will take several years to fully realize their positive
       impact on operations.  Management reports an 11.7% decrease
       in payroll expenses through May 31, 2004 as compared to the
       same period in 2003.

   (4) Highly leveraged balance sheet, with comprehensive debt of
       $107.9 million.  At the end of fiscal year 2003, expendable
       financial resources-to-direct debt stood at 0.37 times
       while expendable financial resources-to-comprehensive pro
       forma debt is at 0.19 times.  The University's balance
       sheet position is similarly weak with expendable financial
       resources-to-operations of 0.45 times.

In November of 2003 Clark Atlanta refunded its $10.2 million of
Series 1993 bonds as well as a partial $13.7 million refunding of
Series 1995 bonds through the Commerce Capital Access Program for
Historically Black Colleges and Universities.  The bonds are
guaranteed by the US Department of Education and were purchased by
the Federal Financing Bank of the US Treasury with an interest
rate based on 6-month Treasury bills.  The loan agreement between
the University and Commerce Capital Access Program Corporation
grants a mortgage interest in eight different parcels of improved
property on the campus to the Corporation.  The eight parcels have
an insured valued roughly equal to the total amount of the Access
Program loan.  The remaining $24 million of Series 1995 bonds are
general obligations of the University.

                            Outlook

The stable outlook is based on Moody's belief that there is some
possibility that credit quality will improve over the next
18 months, as management rolls out financial stabilization
measures and seeks to attract stable enrollment and improve
operating performance.  However, we believe it is also quite
possible that continued enrollment declines and deficits will put
additional pressure on the rating.

                           Key Facts
   (Fiscal Year 2003 financial and fall 2003 enrollment data)

Full-time equivalent enrollment: 4,538 students
Selectivity rate: 48%
Matriculation rate: 31%
Expendable Resources to Comprehensive Debt: 0.27 times
Total financial resources: $37.2 million
Total direct debt: $56 million
Expendable financial resources to operations: 0.21 times
Actual debt service to operations: 7.6%


CLIFT HOLDINGS: Files Plan of Reorganization in New York
--------------------------------------------------------
Clift Holdings LLC filed its Plan of Reorganization with the
U.S. Bankruptcy Court for the Southern District of New York.  A
full-text copy of the Plan is available for a fee at:  

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

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

          Class                            Treatment
          -----                            ---------
1 - Miscellaneous Secured        Unimpaired. At the Debtor's  
    Claim                        option, the each holder will
                                 either be:

                                 a) paid in cash together with
                                    interest and reasonable fees,
                                    costs or charges on the later
                                    of:

                                       i) initial Distribution
                                          Date;

                                      ii) the date on which such
                                          claim becomes allowed;
                                          or

                                     iii) a date agreed to in
                                          writing by the Debtor or
                                          the Debtor; or

                                 b) the holder will receive or   
                                    retain the collateral
                                    securing the claim; or  
                                
                                 c) the claim will be
                                    reinstated.

2 - Priority Class Claims        Unimpaired. At the sole option of
                                 the Debtor, each holder will be:

                                 a) fully paid in cash as soon as
                                    practicable after the later of
                                    the initial distribution date,
                                    the date on which the claim
                                    becomes allowed or a date
                                    agreed to in writing by the
                                    Debtor and the holder of the
                                    claim; or

                                 b) such other treatment as will
                                    be agreed upon in writing by
                                    the holder and the Debtor as
                                    the case may be or as the
                                    Court may order.    

3 - Senior Lienholder Claim      Impaired. Will receive the full
                                 amount of the Allowed Claim in
                                 cash on the Effective Date. Until
                                 the Allowed Senior Lienholder
                                 Claim is indefeasible paid fully
                                 in cash:
  
                                   i) the holder will retain its
                                      lien on all of its
                                      collateral and will retain
                                      all of its other rights and
                                      remedies;  and

                                  ii) the provisions of the Plan
                                      relating to discharge,
                                      injunctions, releases,
                                      exculpation and waiver of
                                      subordinating provisions
                                      will not be effective.

4 - Junior Lienholder Claim      Impaired. Will receive either:

                                   i) a replacement lien in
                                      substitute collateral, not
                                      owned by the Debtor, to be
                                      pledged by or on behalf of
                                      holders of participating
                                      class 7 interests; or

                                  ii) cash that is not a property
                                      of the estate, in any case
                                      agreed between the Junior
                                      Lienholder and holders of
                                      participating class 7
                                      interests.

5 - General Unsecured Claim      Impaired. Will be treated as soon
                                 as reasonably practicable after
                                 the date on which such claim
                                 becomes Allowed:
  
                                   i) on the Initial Distribution
                                      Date, 10 percent of the sum
                                      of the amount equal to its
                                      Allowed General Unsecured
                                      Claim plus all accrued
                                      interest calculated at the
                                      rate of 6 percent per annum
                                      from August 15, 2003,
                                      through the Initial
                                      Distribution Date;

                                  ii) on the 18-month anniversary
                                      of the Initial Distribution
                                      Date, 30 percent of the
                                      Initial Allowed Amount,
                                      together with interest for
                                      such period;

                                 iii) on the 30-month anniversary
                                      of the Initial Distribution
                                      Date, 30% of the Initial
                                      Allowed Amount, together
                                      with the interest for such
                                      period; and

                                  iv) on the 42-month anniversary
                                      of the Initial Distribution
                                      Date, 30 percent of the
                                      Initial Allowed Amount,
                                      together with interest for
                                      such period.

                                 The Debtor may pay the Allowed
                                 General Unsecured Claim together
                                 with all accrued and unpaid  
                                 interest at any time prior to the
                                 final payment date without
                                 penalty.

6 - Convenience Claims           Impaired. Holders may elect to
                                 receive Convenience Claim
                                 treatment by completing the
                                 Convenience Claim Election
                                 portion of the Ballot. Will
                                 recover 75 percent of their
                                 Claims.

                                 By electing to be treated as a
                                 member of the Class 6, holders
                                 are deemed to have accepted the
                                 Plan and to the extent that the
                                 amount of a Convenience Claim
                                 exceeds $3,000, the holder of
                                 such claim agrees to the
                                 reduction of such claim to
                                 $3,000.

7 - Interests                    Impaired. On the Effective Date,
                                 holders who accept the Plan will
                                 retain their Interests in the
                                 Debtor's estate.

Headquartered in New York, New York, Clift Holdings LLC, filed for
chapter 11 protection on August 15, 2003 (Bankr. S.D.N.Y. Case No.
03-41984).  Albert Togut, Esq., at Togut, Segal & Segal LLP,
represent the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed more
than $50 million in assets and debts.


COMM 2001-FL5: S&P Hammers Ratings on Three Classes to D
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes of COMM 2001-FL5's commercial mortgage pass-through
certificates. Concurrently, ratings are raised on two classes and
affirmed on one class from the same transaction.

The raised and affirmed ratings reflect the paydown of the pool's
certificate balance and the stable performance of the Loews Miami
Beach Hotel.  The lowered ratings are the result of operating
performance declines in the Hyatt Regency Houston.  In addition,
the classes tied directly to the Hyatt loan started shorting
interest in September due to the appraisal reduction that was
taken in that month.

Principal losses are expected on these classes and may also affect
the other pooled classes depending on the loan's resolution.

Currently, the principal balance of the pool is $121.3 million,
from $1.09 billion at issuance.  There are presently two, one-
month LIBOR-based adjustable lodging loans outstanding, down from
11 at issuance.

The transaction is structured with senior pooled classes and
includes the remaining rated classes of D to G and subordinate
classes directly secured by the Hyatt Regency Houston.  Of the two
loans remaining, the Loews Miami Beach Hotel, is a whole loan and
the Hyatt Regency is split into senior and junior interests.

Since Standard & Poor's last rating action in May 2003, the Hyatt
Regency Houston has experienced additional financial performance
declines.  Net cash flow has declined to $4.3 for the trailing 12
months ending July 31, 2004 million from $9.5 million at the time
of Standard & Poor's May 2003 rating action (based on Dec. 31,
2002 financial statements) and from $13.1 million at issuance.  
The loan is currently in special servicing, as it didn't refinance
at its maturity date of July 9, 2004.  The borrower missed its
August and September 2004 payment dates and is currently 60 days
delinquent.  Lennar Partners, Inc., the special servicer, is in
negotiations with the borrower as it formulates its workout
strategy.  A recent appraisal dated July 27, 2004 valued the Hyatt
at $78.0 million.  An appraisal reduction of $18.79 million was
taken on the Hyatt loan Sept. 9, 2004.

As of July 2004, occupancy/Revenue per available room -- RevPAR --
at the Hyatt was 47%/$57.33.  This compares to 57%/$81.02 at
Standard & Poor's last review and 70%/$92.72 at issuance.  The
Houston lodging market has been affected by the downsizing of the
energy companies and rising vacancies in the downtown office
towers.  In addition, excess lodging supply dominates the market,
including a 1,200-room Hilton hotel that opened in December 2003
and is attached to the convention center.  The Hyatt Regency
Houston has a whole loan balance of $87.5 million, $70.3 million
of which is included in the trust. It is a 977-room, full service
hotel located in the center of downtown Houston, Texas.

The Loews Miami Beach Hotel was built in 1998 and consists of a
luxury hotel containing 970 rooms.  It is located in the Art Deco
Historic District of South Beach in Miami, Florida.  The
property's operating performance has been stable to slightly
higher since issuance.  Currently, the property's occupancy is 78%
with RevPAR of $170.  This compares to 76% and $162 at issuance
and 72% and $146 at Standard & Poor's last review, respectively.  
The current whole loan balance is $51 million.  The borrower has
requested to exercise its first of two, 12-month extension periods
to November 2005.
   
                        Ratings Lowered
   
                         COMM 2001-FL5
    Commercial mortgage pass-thru certs series COMM 2001-FL5
    
                     Rating         Credit Support
           Class   To      From   (pooled interests)
           -----   --      ----   ------------------
           F       BB+     A                 16.5%
           G       B-      BBB                0.0%
           K-HH    D      B+                   N/A
           L-HH    D      B                    N/A
           M-HH    D      B-                   N/A
   
                         Ratings Raised
   
                         COMM 2001-FL5
    Commercial mortgage pass-thru certs series COMM 2001-FL5
   
                     Rating         Credit Support
           Class   To      From   (pooled interests)
           -----   --      ----   ------------------
           D       AAA     AA-               63.5%
           E       AA+     A+                39.6%
   
                        Rating Affirmed
   
                         COMM 2001-FL5
   Commercial mortgage pass-thru certs series COMM 2001-FL5
   
                                   Credit Support
            Class     Rating     (pooled interests)
            -----     ------     ------------------
            X-2       AAA                     N/A


COMMUNITY HEALTH: Fitch Affirms Low-B Ratings After Stock Buy Back
------------------------------------------------------------------
Fitch Ratings affirmed Community Health Systems, Inc.'s 'BB' rated
senior secured bank facility and 'B+' rated convertible
subordinated notes following the announcement that the company has
agreed to repurchase $290 million of its common stock.  The Rating
Outlook is Stable.

The share repurchase follows the announcement that Forstmann
Little & Co. has sold its remaining shares of Community
(approximately 23 million shares for approximately $561 million).
With the sale, Florida no longer owns any Community shares.  
Florida, at one time, had an ownership percentage greater
than 52%.

Community is expected to finance the share repurchase with
approximately $30 million in cash and a $260 million draw on the
company's currently undrawn $425 million revolving bank facility.  
Total debt, including the revolver draw, is approximately $1.8
billion, adding in the company's $1.2 billion term Loan B, and
approximately $287 million in convertible subordinated notes.

While the increase in borrowing is rather large, Community's
credit profile has been trending positively.  Industry issues such
as bad debt have taken their toll on CYH's margins, but the
company has fared better than its peers in this regard and pricing
remains fairly strong (especially for rural providers like
Community).  Despite the increase in debt, leverage and coverage
remain appropriate for the category.  Fitch anticipates that at
year-end 2004, leverage will be between 3.5x-3.7x and coverage
will be in the 5.5x-5.7x range.  Fitch does expect Community to
remain fairly aggressive with regard to acquisitions; however, the
level of activity is dependent on the pipeline and current
multiples.

Community's rating reflects:

   * the validity of the company's business model and its leading
     market presence,

   * experienced management, and

   * track record of successful acquisitions, offset by modestly
     high leverage and acquisition-associated risks.

Fitch notes that several provisions of the Medicare Prescription
Drug, Improvement and Modernization Act of 2003 have a direct,
positive effect on rural hospital providers such as Community.  
Concerns center on acquisition-associated risks and that the
company's model relies, to some degree, on acquisitions to sustain
current growth and margin momentum.  While labor costs have
moderated in recent quarters, labor expense still needs to be
monitored given the nationwide shortage of skilled nurses and
technicians.  Other concerns include industry-wide issues:

   * bad debt expense,
   * slower-than-expected volume trends,
   * sustainability of private-pay rate increases, and
   * the highly regulated nature of the industry.


COUNSEL CORP: Amaranth & N.M. Maounis Disclose 33.0% Equity Stake
-----------------------------------------------------------------
Amaranth LLC and Nicholas M. Maounis beneficially own 16,019,155
shares of Counsel Corporation's common stock, representing 33.0%
of Counsel's total outstanding shares.  Amaranth and Mr. Maounis
share voting and dispositive powers.  The shares were purchased
with working capital of the holders for $15,450,637.  

Amaranth beneficially owns the 16,019,155 shares of common stock
while Mr. Maounis may be deemed to beneficially own the shares of
common stock held by Amaranth as a result of being the managing
member of Amaranth Advisors L.L.C.

Adding to shares of the Company already held by Amaranth, on
August 12, 2004 Amaranth purchased 573,760 shares of common stock
at a price of $.571 per share.  The common shares were acquired
from a single seller through the facilities of the Toronto Stock
Exchange.  

Headquartered in Toronto, Ontario, Counsel Corporation (TSX:CXS)
is a diversified company focused on acquiring and building
businesses using its financial and operational expertise in two
specific sectors: communications and real estate.  Counsel's
communications platform is focused on building upon its existing
communications businesses through organic growth and by acquiring
substantial additional customer revenues. Counsel's real estate
platform has a focused strategy of investing in and developing
income producing commercial properties, primarily retail shopping
centres.  For further information, visit Counsel's website at
http://www.counselcorp.com/

                         *     *     *

As reported in the Troubled Company Reporter on August 20, 2004,
Counsel Corporation received a Nasdaq Listing Qualifications Panel
determination denying Counsel's request for continued inclusion on
The Nasdaq SmallCap Market pursuant to an exception to the
shareholders' equity/market value of listed securities/net income
and bid price requirements. Consequently, Counsel's Common Stock
was delisted from The Nasdaq SmallCap Market effective with the
open of business on Thursday, August 19, 2004.

Counsel's Common Stock will be immediately eligible to trade on
the Over the Counter Bulletin Board effective with the open of
business on August 19, 2004.


CREATIVE RESTAURANT PARTNERS: Voluntary Chapter 11 Case Summary
---------------------------------------------------------------
Debtor: Creative Restaurant Partners, Inc.
        2931 Lewis Street
        Suite 101
        Kennesaw, Georgia 30144

Bankruptcy Case No.: 04-75651

Chapter 11 Petition Date: September 22, 2004

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Evan M. Altman, Esq.
                  6085 Lake Forrest Drive, Suite 300-B
                  Atlanta, Georgia 30328
                  Tel: (404) 845-0695

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


DENNY'S CORP: Inks New Credit Facilities Totaling $420 Million
--------------------------------------------------------------
Denny's Corporation (OTCBB: DNYY) reported that its operating
subsidiaries, Denny's, Inc., and Denny's Realty, Inc., entered
into new senior secured credit facilities in an aggregate
principal amount of $420 million.  The new facilities consist of:

   * a $75 million, four-year revolving credit facility,
   * a $225 million, five-year first lien term loan, and
   * a $120 million, six-year second lien term loan.

Banc of America Securities LLC and UBS Securities LLC acted as
joint lead arrangers for the new facilities.

The new credit facilities have been or will be used to refinance
the company's existing credit facility and a portion of its
existing senior notes and will be available for working capital,
capital expenditures and other general corporate purposes.  The
new credit facilities are guaranteed by Denny's Corporation and
its other subsidiaries and are secured by substantially all of the
assets of Denny's and its subsidiaries.

Denny's also reported, these notes received the requisite consents
for the proposed amendments to the indentures governing the senior
notes and has entered into supplemental indentures with the
trustee:

   -- 12-3/4% Senior Notes due 2007 issued by Denny's
      Corporation and its wholly owned subsidiary Denny's
      Holdings, Inc.; and

   -- 11-1/4% Senior Notes due 2008 issued by Denny's Corporation.

Denny's also accepted for payment and paid for $75,125,000 (out of
$111,669,000 outstanding) aggregate principal amount of the
12-3/4% Senior Notes tendered by holders (and for which consents
were received) prior to 5:00 p.m. on the September 20, 2004,
consent date, for total consideration of approximately $84,652,000
(including tender consideration of 106.375% and a consent fee of
0.25% of the principal amount, plus accrued and unpaid interest to
date).  In accordance with the terms of the tender offer and
consent solicitation for the 12-3/4% Senior Notes, the proposed
amendments to the underlying indenture, which eliminate
substantially all of the restrictive covenants and related events
of default in the indenture and reduce from 30 days to 3 days the
minimum notice period for the redemption of the notes, at the same
time became operative and binding on the remaining holders of the
12-3/4% Senior Notes.

As contemplated by the tender offer and consent solicitation for
the 12-3/4% Senior Notes, Denny's Corporation and Denny's Holdings
also issued a notice of redemption with respect to the remaining
12-3/4% Senior Notes as of a redemption date of October 5, 2004.  
In accordance with the indenture governing the 12-3/4% Senior
Notes, the redemption price on that date will be 106.375% of the
principal amount of such notes, plus accrued and unpaid interest
to the redemption date.  The previously announced expiration time
for the tender offer for the 12-3/4% Senior Notes, 12:00 midnight
on October 4, 2004, continues in effect.  Under the terms of the
tender offer, the tender consideration for tenders of notes
received after 5:00 p.m. on September 20, 2004 will be 106.375% of
the principal amount of such notes, plus accrued and unpaid
interest to the date the notes are accepted for payment.  The
consent fee provided to holders who tendered their 12-3/4% Senior
Notes (and delivered their consents) prior to 5:00 p.m.,
September 20, 2004, is no longer available.

With respect to the tender offer and consent solicitation for the
11-1/4% Senior Notes, $285,169,908 (out of $343,919,624
outstanding) aggregate principal amount of such notes were
tendered (and consents received) prior to 5:00 p.m. on the
September 20, 2004 consent date, although no 11-1/4% Senior Notes
have yet been accepted for payment.  Although the supplemental
indenture for the 11-1/4% Senior Notes has been executed by
Denny's and the trustee, the proposed amendments to the indenture
contained therein, which eliminate substantially all of the
restrictive covenants and related events of default in the
indenture and reduce from 30 days to 3 days the minimum notice
period for the redemption of the 11-1/4% Senior Notes, will only
become operative and binding on the holders of the 11-1/4% Senior
Notes upon:

    (1) completion of an additional financing as described in the
        Offer to Purchase and Consent Solicitation Statement for
        the 11-1/4% Senior Notes, and

    (2) Denny's acceptance of 11-1/4% Senior Notes tendered
        pursuant to the tender offer. Denny's does not expect to
        accept 11-1/4% Senior Notes tendered pursuant to the
        tender offer, if at all, until promptly following the
        expiration time for the tender offer, currently set as
        12:00 midnight on October 4, 2004.

                        About the Company

Denny's is America's largest full-service family restaurant chain,
consisting of 553 company-owned units and 1,059 franchised and
licensed units, with operations in the United States, Canada,
Costa Rica, Guam, Mexico, New Zealand and Puerto Rico.  For
further information on Denny's, including news releases, links to
SEC filings and other financial information, please visit our
website at http://www.dennys.com/

At June 30, 2004, Denny's Corporation's consolidated balance sheet
showed a $324,294,000 stockholders' deficit, compared to a
$312,932,000 deficit at December 31, 2003.


DENNY'S CORP: S&P Raises Corporate Credit Rating to B from CCC+
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on family
dining restaurant operator Denny's Corp.  The corporate credit
rating was raised to 'B' from 'CCC+'.  The outlook is stable.

The upgrade is based on the refinancing of the company's credit
facility (which was to mature in December 2004), better cash flow
protection measures (attributed to the lower interest rate on the
bank loan compared with that on the existing senior notes), and
lower leverage following the recent $92 million equity investment.  
Moreover, Denny's better financial profile is supported by its
recently improving operating performance.

"The ratings reflect the challenges of improving operating
performance in the highly competitive restaurant industry, weak
cash flow protection measures, and a significant debt burden,"
said Standard & Poor's credit analyst Robert Lichtenstein.

Spartanburg, South Carolina-based Denny's operates 553 restaurants
and franchises 1,059 others throughout the U.S., with
concentrations in:

   * California (24%),
   * Florida (11%), and
   * Texas (10%).

The company's historical performance is inconsistent due to poor
execution and service, as well as a lack of investment in its
restaurants.  During the past two years, management has attempted
to implement programs to revitalize the Denny's brand and improve
the concept's profitability, although with limited success.

Operating performance showed progress over the past three
quarters, following weak performance in the previous four
quarters, as intense competition in the restaurant industry and
rising costs hurt results.  The recent improvement is attributed
to the company's focus on its breakfast menu.  Same-store sales
increased 4.6% and 6.4%, respectively, in the first and second
quarters of 2004, and 3.0% in the fourth quarter of 2003, after
declining in the first three quarters of 2003.  Operating margins
for the 12 months ended June 30, 2004 were unchanged at 17%. Sales
leverage offset higher food, labor, and utility costs.

Pro forma for the refinancing transaction and equity investment,
the company is still very highly leveraged, with lease-adjusted
total debt to EBITDA at about 5.5x.  Pro forma cash flow
protection measures are improved because of lower interest costs,
with lease-adjusted EBITDA covering interest by 1.8x for the 12
months ended June 30, 2004, compared with 1.4x under the previous
capital structure.


DIGITALNET INC: Launches Cash Tender Offer for 9% Senior Debt
-------------------------------------------------------------
DigitalNet, Inc., a wholly owned subsidiary of DigitalNet
Holdings, Inc. (Nasdaq:DNET), commenced a cash tender offer for
any and all of its outstanding 9% Senior Notes due 2010 (CUSIP No.
25389FAB0).  The Notes were issued on July 3, 2003 in an aggregate
principal amount of $125 million, of which $81.25 million is
outstanding.

In conjunction with the tender offer, DigitalNet is soliciting the
consent of holders of at least a majority in aggregate outstanding
principal amount of the Notes to amendments to the indenture under
which the Notes were issued.  If adopted, the amendments would
eliminate substantially all of the restrictive covenants and
certain events of default contained in the indenture.  The terms
and conditions of the tender offer are set forth in an Offer to
Purchase and Consent Solicitation Statement dated Sept. 22, 2004.   
The tender offer will expire at 12:00 midnight, New York City
time, on October 20, 2004, unless extended or earlier terminated
as described in the Offer.  Holders of the Notes cannot tender
their Notes without delivering their consents to the amendments
and cannot deliver consents without tendering their Notes.

As described in the Offer, the Total Consideration for each $1,000
principal amount of Notes validly tendered and purchased in the
Offer will be a price determined by reference to the yield to
maturity of the 3-1/8% U.S. Treasury Note due May 15, 2007 as of
10:00 a.m., New York City time, on October 18, 2004 unless
extended, plus 50 basis points.  The Total Consideration includes
a consent payment of $30 per $1,000 principal amount of Notes that
will be payable to holders who validly tender their Notes and
deliver consents on or prior to 5:00 p.m., New York City time, on
October 5, 2004, unless extended or earlier terminated and their
Notes are accepted for purchase.  Holders who validly tender Notes
after the Consent Payment Deadline but prior to the Expiration
Time will be entitled to receive the Tender Offer Consideration,
which is equal to Total Consideration less the consent payment.  
In either case, tendering holders will receive accrued and unpaid
interest from the most recent payment of semi-annual interest
preceding the Payment Date up to, but not including, the Payment
Date.

The tender offer is subject to the satisfaction of certain
conditions, including:

   (i) the consummation of the acquisition of DigitalNet Holdings,
       Inc. by BAE Systems North America Inc., as announced on
       September 11, 2004;

  (ii) the receipt of the requisite consents from the holders of
       at least a majority in aggregate principal amount of Notes
       and the execution of a supplemental indenture giving effect
       to the proposed amendments to the indenture for the Notes;
       and

(iii) certain other customary conditions.

Wachovia Securities and Banc of America Securities LLC are the
Dealer Managers and Solicitation Agents for the tender offer and
consent solicitation.  Questions regarding the terms of the tender
offer or consent solicitation should be directed to:

         Wachovia Securities
         Telephone: (704) 715-8341
         Toll-free: (866) 309-6316

               -- or --

         Banc of America Securities LLC
         Telephone: (212) 847-5834
         Toll-free:  888) 292-0070

The Depositary and Information Agent is Global Bondholder Services
Corporation.  Any questions or requests for assistance or
additional copies of documents may be directed to the Information
Agent at (212) 430-3774 or toll-free at (866) 470-3800.

This news release is neither an offer to purchase nor a
solicitation of an offer to sell the Notes.  The offer is being
made only by reference to the Offer to Purchase and Consent
Solicitation Statement and related Letter of Transmittal and
Consent dated September 22, 2004.

Headquartered in Herndon, Virginia, DigitalNet, Inc., is a leading
provider of managed network, information security, and application
development and integration services and solutions to U.S.
civilian, defense, and intelligence federal government agencies.


DSTAR SUN PLAZA HOLDINGS: List of 19 Largest Unsecured Creditors
----------------------------------------------------------------
DSTAR Sun Plaza Holdings, Inc., released a list of its 19 Largest
Unsecured Creditors:

    Entity                                Claim Amount
    ------                                ------------
DSTAR, Inc.                                    $84,514

Impact Floors                                  $42,116

2 & Twente, Inc.                               $21,940

Protea Real Estate                             $20,844

Advanced Foundation Repair                     $17,675

Sherwin-Williams Company                       $14,380

Earthworks, Inc.                               $12,219

Wilmar Industries, Inc.                        $11,751

ADP Painting                                   $11,158

Property Value Consultants                      $9,146

Hoover Slovacek, L.L.P.                         $7,111

J & J Landscape Management                      $5,573

Hughes MRO/Chad Dallas                          $5,542

JD Security                                     $5,315

Century Maintenance                             $5,088

Silvia Lemus                                    $4,836

AR Paint & Remodeling                           $4,715

Sparclean Carpet Care                           $4,428

Munoz Carpets                                   $4,009

Headquartered in Dallas, Texas, DSTAR Sun Plaza Holdings, Inc.,
owns apartments in Nevada. The Company filed for chapter 11
protection on September 7, 2004 (Bankr. N.D. Tex. Case No.
04-39829). Weldon L. Moore, III, Esq., at Creel & Moore, L.L.P.,
represents the Company in its restructuring efforts. When the
Debtor filed for protection from its creditors, it listed both
estimated assets and debts of over $1 million.


ENRON CORP: Judge Gonzalez Approves Payment of Loss to Metals
-------------------------------------------------------------
Enron Metals & Commodity Limited, a wholly owned subsidiary of
Enron Corporation, is in administration pursuant to Part II of
the English Insolvency Act 1986.  Dipankar Mohan Ghosh, Steven
Anthony Pearson, Anthony Victor Lomas and Neville Barry Kahn were
appointed as Joint Administrators of Enron Metals in accordance
with the English Insolvency Act.

Prior to the Petition Date, Enron Corp. obtained an insurance
policy from Southern Marine & Aviation Underwriters' Ocean Marine
Open Cargo on May 1, 2000.  The Policy provides insurance against
the loss of any metal owned by an Insured under the Policy while
in transit or storage worldwide.  Enron Metals was one of the
Insureds under the Policy.

Subject to certain exceptions, the Policy provides as a first
layer of insurance coverage up to $40,000,000 per event, with no
maximum coverage limit so that payment of a claim under the
Policy does not reduce the amount of insurance available to cover
other claims under the Policy.

Between October 20, 2000, and November 20, 2000, 2,423.116 metric
tons of electrolytic copper cathodes, LME Registered Brand Olen,
which Enron Metal either owned or had an insurable interest,
stored at the premises of Friedrich Kemper GmbH & Co. KG, in
Duisburg, Germany, were taken from the Kemper premises without
Enron Metals' permission or consent.  Enron Metals submitted a
claim for the Loss under the Policy in November 2000.

Initially, the insurance companies refused to pay the Kemper
Insurance Claim for a number of reasons, including Enron Corp.'s
Chapter 11 filing.

Upon Enron Corp.'s request, on May 22, 2003, the Court authorized
Enron Corp. to pay Losses under Marine Insurance Policies
directly to the entities covered by the Policies.  The Insurance
Payment Order specifically authorizes the insurance Carriers "to
make payments for covered losses directly to the applicable
entity, whether that entity is a Debtor or non-Debtor, if that
entity is insured, has paid the premium with respect to the risk,
and holds the insurable interest with respect to the losses.

The Official Committee of Unsecured Creditors received documents
with respect to the Policy evidencing that Enron Metals made the
applicable premium payments and holds the insurable interest in
the property subject to the Loss.  The insurance Carriers
involved in the Kemper Insurance Claim refused to pay it directly
to Enron Metal without a specific Court approval to make the
payment.

To resolve the issue with respect to the payment of the Kemper
Insurance Claim, Enron Corp. and Enron Metal stipulate and agree
that:

    (a) all amounts payable on account of the Kemper Insurance
        Claim in connection with the Policy are the property of
        Enron Metals, and not of Enron Corp. or any other Debtor;

    (b) the insurance Carriers involved in the Kemper Insurance
        Claim will pay any money on account of the Kemper
        Insurance Claim directly to Enron Metals; and

    (c) in the event Enron Corp. or any other Debtor receives any
        payment on account of the Kemper Insurance Claim, it will
        promptly remit the payment to Enron Metals.

Judge Gonzalez approves the Stipulation in all respects.

Headquartered in Houston, Texas, Enron Corporation is in the midst
of restructuring various businesses for distribution as ongoing
companies to its creditors and liquidating its remaining
operations.  Before the company agreed to be acquired, controversy
over accounting procedures had caused Enron's stock price and
credit rating to drop sharply.  The Company filed for chapter 11
protection on December 2, 2001 (Bankr. S.D.N.Y. Case No. 01-
16033).  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  
Martin J. Bienenstock, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts. (Enron Bankruptcy News, Issue No. 125;
Bankruptcy Creditors' Service, Inc., 15/945-7000)


ENTERPRISE PRODUCTS: S&P Assigns BB+ Rating to Planned $2B Notes
----------------------------------------------------------------
Standard & Poor's Rating Services affirmed its 'BB+' corporate
credit rating on Enterprise Products Partners L.P.

At the same time, Standard & Poor's assigned its 'BB+' senior
unsecured rating to Enterprise Products' subsidiary Enterprise
Products Operating L.P.'s proposed (in aggregate) $2.0 billion
note issues.  The notes will be issued in four tranches, due 2007,
2009, 2014 and 2034.

The outlook is stable.  As of June 30, 2004, the Houston, Texas-
based company had about $4.2 billion of debt outstanding, pro
forma for the proposed and other recent financings.

Proceeds from the issuances will be used to permanently finance
acquisition-related bank debt related to Enterprise Products'
pending merger with GulfTerra Energy Partners L.P.  The
$6.1 billion merger (total consideration, including GulfTerra's
debt) is expected to close on or near Sept. 30, 2004.

The rating on Enterprise Products reflects its integrated energy
midstream operations, which benefit from a considerable amount of
fee-based revenue from pipeline operations, favorable asset
positioning, and a long-standing strategic alliance with Shell Oil
Co.

Offsetting these positive attributes are the high cash flow
volatility the partnership faces stemming from its sizeable
natural gas processing and fractionation operations.  Enterprise
Products does not issue debt but does guarantee the debt of
Enterprise Products Operating, therefore Enterprise Products
carries the same rating as Enterprise Products Operating.

"The stable outlook reflects the expectation that Enterprise
Products will not engage in significant merger and acquisition
activity until it has sufficiently integrated the operations of
GulfTerra, should its merger proceed as expected," said Standard &
Poor's credit analyst John Thieroff.

"In the longer term, an upgrade to investment grade will depend on
successful integration, a demonstrated reduction in earnings
volatility, and continued deleveraging," continued Mr. Thieroff.


FIRST UNION-CHASE: Moody's Junks Two Certificate Classes
--------------------------------------------------------
Moody's Investors Service downgraded six classes and affirmed
eight classes of First Union National Bank -- Chase Manhattan Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 1999-C2:

   * Class A-1, $61,966,525, Fixed, affirmed at Aaa
   * Class A-2, $673,747,967, Fixed, affirmed at Aaa
   * Class IO, Notional, affirmed at Aaa
   * Class B, $47,260,093, Fixed, affirmed at Aa2
   * Class C, $62,028,874, Fixed, affirmed at A2
   * Class D, $14,768,779, Fixed, affirmed at A3
   * Class E, $41,352,582, Fixed, affirmed at Baa2
   * Class F, $17,722,535, Fixed, affirmed at Baa3
   * Class G, $41,352,582, Fixed, downgraded to Ba2 from Ba1
   * Class H, $11,815,024, Fixed, downgraded to Ba3 from Ba2
   * Class J, $11,815,023, Fixed, downgraded to B1 from Ba3
   * Class K, $11,815,024, Fixed, downgraded to B3 from B1
   * Class L, $11,815,023, Fixed, downgraded to Caa1 from B2
   * Class M, $11,815,024, Fixed, downgraded to Caa2 from B3

As of the September 17, 2004 distribution date, the transaction's
aggregate balance has decreased by approximately 12.6% to
$1.0 billion from $1.2 billion at securitization.  The
Certificates are collateralized by 194 mortgage loans secured by
commercial and multifamily properties.  The pool includes a
conduit component that represents 93.5% of the pool and a Credit
Tenant Lease -- CTL -- component that represents 6.5% of the pool.  
The loans range in size from less than 1.0% of the pool to 4.4% of
the pool, with the top 10 loans representing 24.3% of the pool.  
Six loans representing 3.7% of the pool have defeased and are
secured by U.S. Government securities.  Twenty-seven loans have
been liquidated from the pool, resulting in aggregate realized
losses of approximately $6.8 million.

Seven loans representing 2.6% of the pool are in special
servicing.  Moody's has estimated aggregate losses of
approximately $6.0 million for all of the specially serviced
loans.

Moody's placed Classes G, H, J, K, L and M on review for possible
downgrade on June 15, 2004 due to concerns about the pool's
performance.  Moody's concluded its review of this transaction and
is downgrading these classes due to realized and anticipated
losses from specially serviced loans, a decline in overall pool
performance and LTV dispersion.  Moody's was provided with full-
year 2003 operating results for approximately 94.5% of the
performing conduit loans.  Moody's loan to value ratio -- LTV --
for the conduit component is 93.1%, compared to 89.1% at
securitization.  Based on Moody's analysis, 24.4% of the pool has
a LTV greater than 100.0%, compared to 8.1% at securitization.

The top three loans represent 10.7% of the outstanding pool
balance.  The largest loan is the Sheraton Suites Portfolio Loan
($45.3 million - 4.4%), which is secured by three full service
hotels totaling 732 guestrooms.  The properties are located in
Delaware, Illinois and Texas.  The sponsor of the borrowing entity
is Starwood Hotels and Resorts. The portfolio's performance has
declined significantly since securitization.  The weighted average
RevPAR for 2003 was $60.83, compared to $80.79 at securitization.  
Based on the financial information provided by the master
servicer, debt service coverage for 2002 and 2003 was below 1.0x.  
Moody's LTV is in excess of 100.0%, compared to 86.2% at
securitization.

The second largest loan is the Olen Portfolio Loan ($35.6 million
-- 3.5%) which is secured by four office/industrial properties and
one office building, all located in Orange County, California.  
The properties total 609,000 square feet.  The portfolio's
performance has been stable since securitization.  Moody's LTV is
94.0%, compared to 96.1% at securitization.

The third largest loan is the Lakeside Apartments Loan
($29.3 million -- 2.8%), which is secured by a 461-unit luxury
apartment complex located approximately 40 miles southwest of
Atlanta in Newnan, Georgia.  In spite of a decline in the Atlanta
multifamily market, the property is operating in-line with Moody's
expectations.  Moody's LTV is 92.8%, essentially the same as at
securitization.

The CTL component includes 27 loans secured by properties under
bondable leases.  The largest exposures are:

   * Accor SA (25.9% of the CTL component),
   * CVS (16.8%; Moody's senior unsecured rating A3), and
   * Rite Aid Corporation (14.3%; Moody's senior unsecured rating
     Caa1).

The pool's collateral is a mix of:

   * multifamily (31.7%),
   * retail (22.8%),
   * office (14.9%),
   * hotel (14.7%),
   * CTL (6.5%),
   * industrial and self storage (3.5%),
   * U.S. Government securities (3.7%), and
   * healthcare (2.2%).

The collateral properties are located in 37 states.  The highest
state concentrations are:

   * California (13.2%),
   * Georgia (8.4%),
   * Texas (7.6%),
   * Florida (6.9%), and
   * North Carolina (5.8%).

All the loans are fixed rate.


FMC CORP: Moody's Assigns Ba1 Rating to Planned $100M Term Loan
---------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to FMC Corp.'s
proposed senior secured credit facility consisting of a
$100 million term loan A, $100 million letters of credit facility,
and a $350 million revolving credit facility.  Proceeds from the
new credit facility will be used to redeem the existing credit
facility and to free restricted cash assuring certain obligations.
Concurrent with this action, Moody's raised FMC's ratings outlook
to positive from stable.  The outlook revision reflects Moody's
belief that the company has made significant progress reducing
contingent liabilities and improving credit metrics, and that a
general economic upturn will translate into improved performance
for 2005.  

Ratings assigned:

   * $350 million senior secured revolver due 2009 -- Ba1

   * $100 million senior secured term loan A due 2009 -- Ba1

   * $100 million senior secured letters of credit facility due
     2009 -- Ba1

Ratings affirmed:

   * $355 million senior secured bonds due 2009 -- Ba2

   * $45 million senior secured debentures due 2011 -- Ba2

   * $178 million of medium-term notes due 2005 to 2008 -- Ba2

   * $178 million of senior unsecured industrial revenue bonds due
     2007 to 2032 -- Ba3

   * $250 million senior secured revolver due 2005 -- Ba1

   * $245 million senior secured term loan B due 2007 -- Ba1

   * Speculative Grade Liquidity Rating -- SGL-2

The ratings reflect:

     (i) FMC's moderate leverage with pro forma debt to EBITDA of
         2.6 times for the LTM ended June 30, 2004 (adjusted for
         the proposed refinancing);

    (ii) product, customer, and geographic diversification;

   (iii) good business scale with LTM revenues exceeding
         $2 billion; and

    (iv) leading market positions in such products as peroxides,
         carageenan, and soda ash (the company typically has
         number one or two market share in most of its product
         lines).

In addition, Moody's believes FMC's results are somewhat less
susceptible to the economic cycle than other chemical
manufacturers due to the size of their ag and biopolymers
businesses.  Additionally, Moody's believes that the impact of
rising petrochemical feedstock and energy costs is less than many
other commodity chemical producers.  The ratings are also
supported by:

     (i) improving operating margins,

    (ii) the strong performance of the Agricultural segment,

   (iii) improving supply/demand fundamentals within the
         Industrial Chemicals segment, and

    (iv) the potential for near-term asset sales to support debt
         reduction.

However, the ratings also reflect:

     (i) agricultural market risks including the seasonality of
         sales,

    (ii) the significant influence of weather, and

   (iii) the effect of crop prices and government subsidies on
         farmers' use of FMC's herbicide and insecticide products.

The ratings also consider:

     (i) continued spending for environmental remediation,

    (ii) an underfunded pension balance,

   (iii) the slow recovery of the Industrial Chemicals segment,
         and

    (iv) the potential for higher input costs to pressure
         operating margins.

The Ba1 rating of the proposed senior secured credit facility at
the level of the senior implied rating reflects its first-priority
secured position and its limitations (which are unchanged from the
credit facility to be replaced), subject to the conditions under
the public notes and debentures.  The primary borrowers under the
credit facility are FMC Corp. and certain foreign subsidiaries.
Domestic borrowings under the credit facility will be guaranteed
by domestic subsidiaries (excluding FMC Wyoming) and international
borrowings will be guaranteed by FMC Corporation.  The credit
facility will be secured by a first-priority interest in
substantially all tangible and intangible assets of FMC Corp. and
its guarantors as well as by a 65% pledge of the capital stock of
certain foreign subsidiaries.

Moody's notes that the first-priority pledge in certain principal
properties (as described in FMC's bond indentures) and in FMC's
87.5% interest in FMC Wyoming is limited to 10% of consolidated
net tangible assets pursuant to a provision under such indentures.
The lenders' position is further supported by a mandatory
prepayment provision and by limitations on acquisitions and
dividends.  In the event that both S&P and Moody's rate FMC
investment grade, the collateral will be released and the credit
facility will become unsecured, however, the guarantees will
remain in place.  FMC's $355 million senior secured notes are
secured on a second-priority basis by certain domestic
manufacturing and processing facilities and by FMC's shares of FMC
Wyoming, and are guaranteed by the same subsidiaries as the credit
facility.  Many of the provisions (including limitation related to
asset sales, additional indebtedness, and restricted payments)
also fall away in the event that both S&P and Moody's rate the
company investment grade.  FMC's existing medium-term notes and
debentures have substantially the same security provisions as the
senior secured notes, and are thus secured equally and ratably
with the secured notes.

The positive outlook reflects Moody's expectation that the company
will generate at least $70 million of free cash flow in 2004 and
2005, and that it will sustain or increase the current volume of
business.  The ratings could be upgraded if stronger than expected
demand or a further reduction in contingent liabilities results in
an annual FCF to debt closer to 20%.  Conversely, the ratings or
outlook could be lowered if a debt financed acquisition or a
reversal in recent positive demand trends results in debt to
EBITDA exceeding 3.5 times or FCF to debt less than 10% over the
next 12 months.

The ratings are supported by FMC's moderate leverage as the
proposed refinancing would have reduced the company's pro forma
debt level to $935 million from an actual level of $1.08 billion
as of June 30, 2004.  Based on this pro forma level of debt, the
company would have a debt/EBITDA 2.6 times and pro forma debt to
capitalization would have stood at 59% as of June 30, 2004.  The
company has announced its intention to reduce net debt by
$300 million by the end of 2006.

The ratings also incorporate more favorable industry dynamics
within FMC's soda ash product line, whereby soda ash is the
largest component of Industrial Chemicals revenues (FMC markets
soda ash through its 87.5% interest in FMC Wyoming Corp.).  Soda
ash demand has significantly improved from the particularly weak
levels experienced in 2000 and 2001, and current operating levels
are close to 100% of operating units in the US.  Moreover, the
recent closure of American Soda by Solvay and prices increases
announced by the industry should significantly improve operating
performance in 2005.  FMC Wyoming announced a $7.00/short ton
increase in price in soda ash, which is in addition to the
$15.00/short ton soda ash price increase announced in May 2004.  
Moody's recognizes that the company will not realize the full
benefit of these price increases in 2005 as a significant portion
of customer contracts contain price restrictions.  Most of these
restrictions should expire by the end of 2006.

The ratings also reflect improving fundamentals in phosphorous
chemicals and hydrogen peroxide, which have also benefited from
higher demand industry capacity shutdowns.  Within North America,
FMC is a leading producer of hydrogen peroxide and Astaris is the
second leading producer of phosphorous chemicals, behind Innophos.  
Moody's expectation that FMC will benefit from the improving
economy in North America and the tighter supply/demand balance for
both of these products.  Nevertheless, Moody's is concerned that
Astaris is at a moderate cost disadvantage compared to Innophos,
due to the lack of vertical integration and the inability to
produce all of its downstream products from wet acid.  Astaris,
uses thermal acid to produce certain of its products.

The ratings also consider the strong performance of FMC's
Agricultural segment, driven by a favorable global farm economy
and above-normal pest pressures in Latin America.  The
Agricultural segment's EBITDA has been steady at $100 million over
the last three years and margins have improved above 15%.  
Moreover, this segment should continue to post good earnings due
to a healthy pipeline of new products and high crop prices.
Moody's also derives comfort from the fact that insecticides (75%
of Agriculture segment revenue) tend to be less susceptible to
competition from GMO crops compared to herbicides.  However, the
ratings recognize that FMC is a small player in both insecticides
and herbicides and actions by competitors could have a significant
negative impact on FMC's financial performance.

The rating also derives support from FMC's new $350 million
revolver that is expected to be undrawn following the post-closing
release of restricted cash from trust accounts (estimated
$60 million letters of credit outstanding under sub-limit) and its
significant pro forma unrestricted cash balance which would have
been $137 million as of August 31, 2004.  The ratings acknowledge
that the city of San Jose approved a two-phase purchase agreement
with FMC with respect to 75 acres of property for a purchase price
of $82 million.

As part of this rating action, Moody's affirmed FMC's SGL-2
speculative liquidity rating.  Moody's will re-evaluate the SGL-2
rating once the new credit facility is finalized.  The rating
reflects an anticipated improvement in cash flow following a
reduction in certain contingent obligations.  The rating also
derives support from:

     (i) the company's modestly drawn $250 million revolver,

    (ii) a significant pro forma unrestricted cash balance,

   (iii) a somewhat favorable debt maturity profile,

    (iv) improving earnings, primarily stemming from the strong
         performance of the agricultural business.

However, the rating also reflects seasonality stemming from the
agricultural business, the likelihood for increased capital
spending, and that spending for environmental remediation and
other legacy liabilities will continue to pressure cash flow.

More specifically, Moody's estimates that the company will spend
approximately $30 million in 2004 for the remediation and shutdown
of the Pocatello, Idaho facility as well as other restructuring
spending.  Additionally, Moody's anticipates voluntary pension
contributions continuing in 2005 and beyond (pension plan was
funded 79.7% and 86.2% as of 2002 and 2003 year-end,
respectively).  Overall, Moody's expects the company will generate
free cash flow in the range of $80 million in 2004 (excluding
Astaris payments) and will be slightly higher in 2005.

FMC Corporation (Ba1 senior implied) is a diversified chemicals
company headquartered in Philadelphia, Pennsylvania.  The company
reported revenues of $2.0 billion for the LTM ended June 30, 2004.


FOSTER WHEELER: Gets S&P's Selective Default Rating after Swap
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Foster Wheeler Ltd. to 'SD' from 'CCC-'.  At the same
time, Standard & Poor's lowered its senior unsecured and
subordinated debt ratings on the Clinton, New Jersey -based
engineering and construction company to 'D' from 'CC'.  The senior
secured bank loan ratings were affirmed but will be withdrawn
shortly, once the company's new bank facility is closed.

"The rating actions follow the company's announcement that it has
completed its equity-for-debt exchange offer.  Since Foster
Wheeler was able to exchange several of its debt securities for
other financial instruments that, in aggregate, appear to have a
much lower value than par, we view the exchange as coercive and,
thus, a default," said Standard & Poor's credit analyst Joel
Levington.

The corporate credit rating of 'SD' reflects the fact that Foster
Wheeler's senior secured bank facility was not part of the
exchange offer, and the company remains current on that obligation
with respect to interest.

"When that facility is replaced with another bank deal, we will
withdraw the rating," Mr. Levington said.

The exchange offer was necessitated by several years of poor
operating performance -- involving, among other things, bidding
disciplines, change-order management, and risk and control
policies -- all of which led to significant negative cash
generation and charges in excess of $1 billion.

Foster Wheeler is a large global E&C firm, mainly serving the oil
and gas, energy, chemicals, and general industrial markets.


GMAC COMMERCIAL: Moody's Junks Four Certificate Classes
-------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes,
affirmed the ratings of six classes and downgraded the ratings of
six classes of GMAC Commercial Mortgage Securities, Inc., Series
1999-C3 Mortgage Pass-Through Certificates:

   -- Class A-1-a, $25,214,365, Fixed, affirmed at Aaa
   -- Class A-1-b, $190,976,000, Fixed, affirmed at Aaa
   -- Class A-2, $537,153,748, Fixed, affirmed at Aaa
   -- Class X, Notional, affirmed at Aaa
   -- Class B, $51,840,000, Fixed, upgraded to Aaa from Aa2
   -- Class C, 57,601,000, Fixed, upgraded to A1 from A2
   -- Class D, $20,160,000, WAC, upgraded to A2 from A3
   -- Class E, $37,440,000, WAC, affirmed at Baa2
   -- Class F, $23,040,000, WAC, affirmed at Baa3
   -- Class G, $57,601,000, Fixed, downgraded to B1 from Ba2
   -- Class H, $8,640,000, Fixed, downgraded to B2 from Ba3
   -- Class J, $11,520,000, Fixed, downgraded to Caa1 from B1
   -- Class K, $14,400,000, Fixed, downgraded to Caa2 from B2
   -- Class L, $11,520,000, Fixed, downgraded to Caa3 from B3
   -- Class M, $1,979,499, Fixed, downgraded to Ca from Caa2

As of the September 15, 2004 distribution date, the transaction's
aggregate balance has decreased by approximately 8.9% to
$1.0 billion from $1.2 billion at closing.  The Certificates are
collateralized by 133 mortgage loans secured by commercial and
multifamily properties.  The pool includes three shadow rated
loans representing 14.0% of the pool and a conduit component
representing 86.0% of the pool.  The top 10 loans represent 36.3%
of the pool. One loan, representing 0.1% of the pool, has defeased
and been replaced by U.S. Government securities.  Five loans have
been liquidated from the pool, resulting in aggregate realized
losses of approximately $15.3 million.

Four loans representing 6.5% of the pool are in special servicing.
The largest loan in special servicing is the Prime Outlets at
Niagara Falls Loan, which is the largest conduit loan in the pool
and is discussed below.  Moody's has estimated aggregate losses of
approximately $19.5 million for all of the specially serviced
loans.

Moody's was provided with year-end 2003 operating results for
approximately 87.5% of the performing loans in the pool.  Moody's
loan to value ratio -- LTV -- for the conduit component is 85.2%,
compared to 88.5% at securitization.  The upgrade of Classes B, C
and D is due to an increase in credit support for those classes
and improved overall pool performance.  The downgrade of Classes
G, H, J, K, L and M is due to realized and expected losses from
the specially serviced loans, LTV dispersion and interest
shortfalls to Class L ($289,136) and M ($238,290).  Based on
Moody's analysis, 13.2% of the conduit pool has a LTV greater than
100.0%, compared to 5.2% at securitization.

The largest shadow rated loan is the Biltmore Fashion Park Loan
($76.7 million - 7.3%), which is secured by a 405,000 square foot
open-air regional mall located in Phoenix, Arizona.  The property
is anchored by Macy's and Saks Fifth Avenue.  In-line tenants
include Gucci, Escada and Cartier and a number of local upscale
retailers.  The property has experienced a small decline in
overall occupancy, from 96.0% at securitization to 91.5%
currently, but the occupancy decline has been largely offset by
increased rental income.  Moody's current shadow rating is Baa3,
the same as at securitization.

The second shadow rated loan is the Equity Inns Portfolio Loan
($43.1 million - 4.1%), which represents a 50.0% participation
interest in two cross collateralized loans secured by a portfolio
of 19 extended stay and limited service hotels.  The properties
are located in 13 states, total 2,453 guestrooms and are flagged
by:

   * AmeriSuites (5),
   * Hampton Inn (6),
   * Homewood Suites (3), and
   * Residence Inn (5).

The portfolio's financial performance has been impacted by weak
market conditions in many of the cities in which the hotels are
located.  Moody's current net cash flow, based on 2003 financial
information proved by the servicer, is $5.5 million, compared to
$8.2 million at securitization.  The portfolio's weighted average
RevPAR for 2003 is $50.96, compared to $68.05 at securitization.  
Moody's current shadow rating is Ba3, compared to Baa3 at
securitization.

The third shadow rated loan is the 120 Monument Circle Loan
($27.7 million - 2.6%), which is secured by a 214,000 square foot
Class A office building located in Indianapolis, Indiana.  The
property serves as the headquarters of the Anthem, Inc., (Moody's
senior unsecured rating Baa1), which occupies 87.0% of the
property (lease expiration December 2018).  The property is
99.3% occupied, essentially the same as at securitization.  
Moody's current shadow rating is Baa2, the same as at
securitization.

The top three conduit loans represent 12.6% of the outstanding
pool balance.  The largest conduit loan is the Prime Outlets at
Niagara Falls Loan ($59.5 million - 5.7%), which is secured by a
533,000 square foot partially enclosed factory outlet center
located in Niagara Falls, New York.  The center's largest tenants
include Linens N' Things, Marshall's and Saks Off 5th Avenue.  The
loan was transferred to special servicing in February 2004 due to
payment default.  The servicer reported a 2003 net operating
income of $4.6 million, compared to $7.8 million for 2000.  
Moody's LTV is in excess of 100.0%, compared to 85.0% at
securitization.

The second largest conduit loan is the One Colorado Loan
($40.7 million - 3.9%), which is secured by a 278,000 square foot
retail center located in Pasadena, California.  The property is
98.9% occupied, compared to 91.0% at securitization.  Moody's LTV
is 81.7%, compared to 86.1% at securitization.

The third largest conduit loan is the Comerica Bank Building Loan
($31.9 million - 3.0%), which is secured by a 214,000 square foot
office building located in San Jose, California.  The property is
93.4% occupied, compared to 99.0% at securitization.  The
property's largest tenants are Comerica Bank (Moody's senior
unsecured rating A1) and the Sixth District Court of California.  
Moody's LTV is 86.0%, the same as at securitization.

The pool's collateral is a mix of:

   * retail (31.6%),
   * office and mixed use (28.9%),
   * multifamily (22.1%),
   * lodging (8.8%),
   * industrial and self storage (8.2%),
   * parking (0.3%), and
   * U.S. Government securities (0.1%).

The collateral properties are located in 29 states.  The highest
state concentrations are:

   * California (23.2%),
   * Texas (14.6%),
   * New York (12.4%),
   * Arizona (9.1%), and
   * Indiana (4.8%).

All of the loans are fixed rate.


GOLD COAST RESTAURANTS: Case Summary & Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Gold Coast Restaurants, Inc.
        dba Johnny Leverocks Seafood House
        1111 North Westshore Boulevard
        Suite 402
        Tampa, Florida 33607

Bankruptcy Case No.: 04-18529

Type of Business: Leverock's specializes in fresh fish. All 10
                  Leverock's restaurants (with the exception of
                  the original in Pinellas Park) are near the
                  beach and offer spectacular views of the
                  Florida coast. See http://www.leverocks.com/

Chapter 11 Petition Date: September 22, 2004

Court: Middle District of Florida (Tampa)

Judge: K. Rodney May

Debtor's Counsel: Scott A Stichter, Esq.
                  Stichter, Riedel, Blain & Prosser
                  110 East Madison Street, Suite 200
                  Tampa, Florida 33602-4700
                  Tel: 813-229-0144
                  Fax: 813-229-1811

Total Assets: $1 Million to $10 Million

Total Debts:  $1 Million to $10 Million

Debtor's 19 largest unsecured creditors:

    Entity                                Claim Amount
    ------                                ------------
Lovett Miller                                 $273,898
100 North Tampa Street, Suite 2675
Tampa, Florida 33602

Jefferson Capital Partners                    $126,414

SSM Venture Partners II Ltd.                  $105,757

Hudson United                                  $89,886

PFG Florida                                    $84,083

Hudson United                                  $58,325

Restaurant Risk Management                     $31,978

Save On Seafood                                $23,647

Southcoast Restaurants II LLC                  $23,068

Spark Branding House                           $21,927

Florida Power & Light                          $21,438

SSM Venture Associates Limited                 $20,658

Eugene Andrade                                 $20,000

Produce Patch                                  $19,793

Progress Energy                                $18,906

Southern Wine & Spirits                        $10,464

Alsco                                           $9,502

Connectwise                                     $7,511

Holland & Knight                                $7,052


HORIZON PCS: Court Confirms Joint Plan of Reorganization
--------------------------------------------------------
Horizon PCS, Inc., a PCS affiliate of Sprint (NYSE:FON), reported
that on September 21, 2004, the U. S. Bankruptcy Court for the
Southern District of Ohio confirmed Horizon PCS's Joint Plan of
Reorganization.  The Plan, which was originally filed with the
Court on August 12, 2004, will become effective October 1, 2004.

Bill McKell, chairman and CEO of Horizon PCS, said, "The smooth
conclusion to our financial restructuring reflects the
overwhelming support we received from our creditors, the loyalty
of our customers and the commitment of our employees.  With their
continued support, the settlement with Sprint and our greatly
improved balance sheet, we believe we are positioned to grow our
business and return to a leadership position among the PCS
affiliates of Sprint."

In general, the Plan of Reorganization provides:

   -- Effective date of emergence is October 1, 2004;

   -- Repayment in full of $122.3 million senior secured credit
      facility;

   -- Investors holding approximately $400 million in Horizon
      bonds will receive most of the Company's equity, along with
      a share of $12 million in cash, for their claims;

   -- Cancellation of all classes of equity stock;

   -- $125 million in proceeds from the July offering of the
      11-3/8% senior notes will be released from escrow; and

   -- Horizon PCS Escrow Company, which was formed to facilitate
      the Company's senior notes offering, will merge with Horizon
      PCS, Inc.

Beginning on October 1, the Company's financial statements will
reflect "fresh start" accounting.  Generally, this means that the
Company's financial statements will reflect the cancellation of
most of its pre-bankruptcy debts, and its assets and liabilities
will be restated to reflect their value as of that date.

Headquartered in Chillicothe, Ohio, Horizon PCS, Inc., --
http://www.horizonpcs.com/-- is a PCS affiliate of Sprint, with  
the exclusive right to market Sprint wireless mobility
communications network products and services to a total population
of approximately 7.5 million in portions of 11 contiguous states.  
Its markets are located between Sprint's Chicago, New York and
Knoxville markets and connect or are adjacent to 12 major Sprint
markets.  

The Company filed for chapter 11 protection on August 15, 2003
(Bankr. S.D. Ohio Case No. 02-10429).  Jack R. Pigman, Esq., at
Porter Wright Morris & Arthur LLP and Shalom L. Kohn, Esq., at
Sidley Austin Brown and Wood represent the Debtor in its
restructuring efforts.  At June 30, 2004, Horizon PCS, Inc.'s
balance sheet showed a $579,351,721 stockholders' deficit,
compared to a $596,999,529 deficit at December 31, 2003.


INTERMET CORP: 3rd Qtr. Expectations Cue Moody's to Junk Ratings
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of INTERMET
Corporation following the company's unanticipated announcement
that third quarter 2004 results are now estimated to fall
considerably short of prior expectations.  This revised guidance
from management is predominantly attributable to steadily rising
scrap steel and other raw materials costs, and to a lesser extent
to certain operating issues.  The rating outlook remains negative.

The company no longer expects to be in compliance as of the
September 30, 2004 quarter end with the leverage and interest
coverage covenants under its guaranteed senior secured bank credit
agreement, and therefore cannot make the necessary representations
upon borrowings to assure continued access to the $90 million
revolving credit facility.  While Intermet has initiated a waiver
request to its lenders, a waiver would likely be applicable only
through early December 2004, in advance of the December 15, 2004
due date for the company's approximately $8.5 million scheduled
semiannual senior unsecured coupon payment.  The senior unsecured
notes indenture contains a 30-day grace period for interest
payments, after which point an event of default would occur.  It
is Moody's evaluation that development of a viable and
comprehensive out-of-court restructuring plan for both Intermet's
business model and capital structure are essential over the very
near term in order for the company to avoid acceleration of all
its debt obligations.  Intermet has voluntarily engaged the
financial advisory firm Conway MacKenzie & Dunleavy to help
develop additional liquidity and formulate a restructuring
program.

Moody's took theSE specific rating actions:

   * Downgrade to Caa1, from B1, of Intermet's $210 million of
     guaranteed senior secured credit facilities, consisting of:

     -- $90 million revolving credit facility maturing January
        2009;

     -- $120 million term loan B maturing March 2009;

   * Downgrade to Caa3, from B2, of Intermet's $175 million of
     9.75% guaranteed senior unsecured notes maturing June 2009;

   * Downgrade to Caa1, from B1, of Intermet's senior implied
     rating;

   * Downgrade to Caa3, from B2, of Intermet's senior unsecured
     issuer rating

The multiple-notch rating downgrades and continued negative
outlook reflect that Intermet's sharply declining operating
earnings have led to an unusually rapid decline in the company's
liquidity and credit metrics.  While the company is actively
working to implement customer steel surcharges and reevaluate
unprofitable contracts, significant lag times exist for these
efforts to be implemented and there is no clear indication that
scrap steel prices have stabilized.  Intermet also runs the risk
that customers could resource its contracts, should the company
aggressively pursue new pricing strategies to more effectively
reduce commodities risk.  Moody's does not believe that Intermet's
cash on hand is sufficient to meet near-term operating losses.

Intermet's ability to access its committed external revolving
credit facility is not assured in the absence of a waiver, since
the company believes its anticipated covenant defaults preclude it
from making the representations and warranties required to request
additional funding on its revolving credit facility.  The early-
pay receivables discounting arrangements that have been sponsored
by major customers over the past several years are furthermore in
the process of being terminated across the industry.  Moody's
believes that significant progress with regard to a near-term debt
restructuring, an additional injection of capital, and a revised
business model entailing additional plant rationalization and
movement of production to lower cost locations will be necessary
to prevent the banks from blocking the December 15th coupon
payment on the senior notes.

More specifically, operating performance has fallen considerably
below expectations during each quarter to date in 2004 despite the
launch of several significant new business programs, with
estimated third quarter performance hitting an unprecedented low.  
The is due to a dramatic increase in raw material costs,
expenditures associated with plant closures, and continuing
quality issues in the Light Metals segment which have resulted in
incremental overtime and freight charges.  Intermet estimates that
scrap steel price increases net of surcharges received have
negatively affected costs by $24 million through the first nine
months of 2004.  Intermet's cost structure is particularly
vulnerable to escalating steel prices, since Intermet cannot
purchase steel under fixed price contracts and has not typically
hedged its exposure.  Instead, scrap steel is acquired at market
rates.  The company has the ability to implement surcharges to
cover increases in steel costs for approximately 80% of its North
American business and is actively meeting with its critical
customers.  However, surcharges typically lag changes in spot
market prices by up to five months and, in certain instances, are
tied to pricing indexes that can understate the actual increase in
Intermet's cost to acquire the higher-quality foundry grade steel
required in the production of safety-critical components.

Moody's is concerned that a loss of market share and production
cutbacks by Big 3 OEM customers, along with excess foundry
industry capacity, could further delay a rebound in the company's
North American operations. The company notably has not
historically repatriated cash from its foreign operations due to
the need to service foreign debt and foreign operations, as well
as to the potential for exchange rate risk and withholding taxes.
Moody's does not expect that this policy will change materially
going forward. Moody's is additionally concerned that Intermet's
strategy shift to more aggressively attempt to pass through
changes in steel costs to customers could weaken the company's
ability to retain business and bid on new business awards.

The ratings continue to more favorably reflect that Intermet
offers a broad array of metal processing and materials
capabilities. Commercialization of new technologies has
accelerated Intermet's progress with regard to improving its
organic growth rate. This is due to the company's ability to
provide customers with more cost-effective options for reduced
weight, added strength and integrity, reduced porosity, and other
critical properties for metal that potentially drive safety
improvements and other competitive advantages. These new
technologies are also what will drive Intermet's ability to manage
customer price-downs and reduce the perception that the company is
a supplier of commodity components. Intermet believes that
customers have limited ability to quickly re-source components
because of the design and product testing lead time requirements
on safety-critical parts and that competitors' cost structures
have been similarly negatively affected by the increase in scrap
steel prices. The company has been managing its labor and facility
costs by transferring production to more efficient facilities and
closing unprofitable and non-core plants, but more plant
rationalization and movement of production to lower cost countries
is likely to be necessary. Rising steel prices have notably had
less of an effect on European operations due to greater customer
acceptance of surcharges.

Moody's widened the notching for the guaranteed senior unsecured
notes to reflect Moody's belief that these notes would absorb the
most significant portion of loss in the event of a debt
restructuring. The guaranteed senior unsecured notes are
effectively subordinated to the U.S. and European bank lines
secured by first liens on substantially all domestics assets, and
to the industrial revenue bonds which are backed by letters of
credit (which are in turn supported by restricted cash on
Intermet's balance sheet). The notes are also structurally
subordinated to Intermet's foreign debt. The Caa3 senior unsecured
notes rating presumes that Intermet has potential to achieve an
out-of-court restructuring which would minimize disruption to its
operations and its ability to bid for new business, as well as buy
the company more time for the new steel surcharges to kick in. In
addition, the company's sophisticated production capabilities and
proprietary technologies potentially have greater enterprise value
than recent performance trends indicate, thereby enhancing the
likelihood that either a strategic or financial investor could be
interested in investing in or acquiring Intermet's business. In
the event that Intermet proves unsuccessful in achieving an
effective near-term restructuring of its business and capital
structure, estimated recovery values could decline.

Additional rating downgrades associated with Intermet could prove
necessary in the event of continued deterioration in liquidity, an
inability to bid on new business, continued adverse raw material
price movements or supply disruptions, and/or customer production
cuts or demands for additional price givebacks.

Intermet's ratings or outlook could be favorably affected by an
improvement in the company's liquidity position that does not
entail impairment of existing debt obligations, an injection of
permanent equity capital, greater customer acceptance of pricing
adjustments that are more closely aligned with changes in
Intermet's cost of production, or commodity price movements and
additional surcharges that allow the company to recapture previous
cost increases.

Intermet's total debt/EBITDAR (including letters of credit and the
present value of operating leases as debt) had increased sharply
to 7.1x for the 12 months ended June 30, 2004, from 4.4x for the
fiscal year ended December 31, 2003. Total debt utilized to
calculate these leverage ratios did not net out the approximately
$36 million of term loan balances drawn down to provide restricted
cash supporting the company's IRB's. LTM June 30, 2004 EBIT
coverage of cash interest had deteriorated to a very weak at 0.2x
and the EBIT return on assets was poor at 0.8%. Intermet had
notably indicated upon reporting the June 30, 2004 results that it
was comfortably in compliance with its senior secured credit
agreement financial covenants, had about $36 million of effective
unused availability after covenants, and expected to begin
demonstrating improving trends as the steel surcharges associated
with negotiations from earlier in the year began to take effect.
However, Intermet's newly-released summary guidance for the third
quarter ending September 30, 2004 clarified that the company's
credit metrics and liquidity position have instead further
deteriorated by a meaningful degree for the reasons noted above.
EBIT and EBITDAR for the LTM period ended June 30, 2004 were
adjusted to add back $62 million of non-recurring costs associated
with plant closures, asset impairment charges and goodwill write
downs.

Intermet, headquartered Troy, Michigan, in one of the largest
independent manufacturers of precision ductile iron castings for
automotive and industrial equipment in the world, as well as a
major North American supplier of aluminum, magnesium and zinc
castings. The company specializes in complex, precision-engineered
metal components used in axles, chassis, engines and transmissions
for the domestic and European light and heavy vehicle markets. LTM
revenues approximate $785 million, after incorporating recent
acquisitions, divestitures, and plant closures.


INTERSTATE BAKERIES: S&P's Corporate Credit Rating Tumbles to D
---------------------------------------------------------------
Standard & Poor's Ratings Services its corporate credit rating and
its senior secured debt on Kansas City, Missouri-based Interstate
Bakeries Corp. to 'D' from 'CCC+' due to the company's filing
under Chapter 11 of the Bankruptcy Code on September 21, 2004.

Total liabilities of the firm approximate $1.3 billion.

"The firm's high cost structure, largely resulting from employee-
related expenses and excess capacity were exacerbated by declining
sales and rising ingredient costs, resulting in severe liquidity
constraints," said Standard & Poor's credit analyst Kenneth
Drucker.

The company has received a commitment, subject to court approval,
for $200 million in debtor-in-possession financing and has hired
Tony Alvarez as Chief Executive Officer to affect a turnaround of
the firm.

Interstate Bakeries is the largest U.S. wholesale baker and
distributor of fresh baked bread and sweet goods under various
brands including Wonder, Hostess, Dolly Madison, Drakes, Merita,
and Baker's Inn.  The company operates 54 bakeries, over 1000
distribution centers, and 1,200 thrift stores throughout the U.S.


INTERSTATE BAKERIES: Gets Access to $50 Million of DIP Financing
----------------------------------------------------------------
Paul M. Hoffmann, Esq., at Stinson Morrison Hecker, LLP, in Kansas
City, Missouri, related at yesterday's interim debtor-in-
possession financing hearing before the U.S. Bankruptcy Court for
the Western District of Missouri that Interstate Bakeries
Corporation's capital structure includes amounts owed to certain
financial institutions pursuant to an Amended and Restated Credit
Agreement, dated as of April 25, 2002, among:

   (1) Interstate Brands Corporation and Interstate Brands West,
       as borrowers;

   (2) Interstate Bakeries Corporation, IBC Sales Corporations,
       Baker's Inn Quality Baked Goods, LLC, and IBC Services,
       LLC, as guarantors;

   (3) JPMorgan Chase Bank, as Prepetition Agent; and

   (4) a consortium of prepetition secured lenders.

The Existing Agreements provided IBC with three separate term
loans and a revolving credit line.

As of the Petition Date, these approximate amounts were
outstanding under the Existing Agreements:

          $187,500,000   (term loan A)
          $120,000,000   (term loan B)
           $97,000,000   (term loan C)
           $71,000,000   (Revolver)
          $173,000,000   (letters of credit)
         -------------
          $648,500,000   Aggregate exposure

Under the Existing Agreements, the Debtors granted to the
Prepetition Secured Lenders security interests in and mortgages
and liens on a substantial portion of their assets including the
majority of owned real property and all inventory, accounts,
chattel paper, deposit accounts, documents, equipment, general
intangibles, intellectual property, investment property, other
personal property not specifically excluded, and books and records
pertaining to all these prepetition collateral.

To improve liquidity, the Debtors issued senior subordinated
convertible notes under an Indenture dated as of August 12, 2004,
with Interstate Bakeries as the issuing company and Interstate
Brands Corporation, Baker's Inn Quality Baked Goods, LLC, IBC
Sales Corporation, IBC Services, LLC, and IBC Trucking, LLC, as
Guarantors, and U.S. Bank National Association as Trustee.
Pursuant to the Indenture, Interstate Bakeries issued $100,000,000
in aggregate principal amount of 6% Senior Subordinated
Convertible Notes Due August 15, 2014.  The 2014 Notes are
unsecured notes, with interest payable each February 15 and August
15 during the term, with all principal and other outstanding
obligations due on August 15, 2014.

The Debtors used the net proceeds of the offering to prepay
certain required term loan principal payments due under the
Existing Agreements, to reduce the amount outstanding under the
Revolver, and for general purposes.

                     The Debtors Need Cash

Mr. Hoffmann, however, tells the Court that the Debtors' existing
cash on hand may not be sufficient to fund the completion of their
restructuring process.  The Debtors believe that obtaining a firm
commitment for postpetition financing and the use of cash
collateral at the outset of their Chapter 11 cases are necessary
for them to operate their businesses in Chapter 11 and for their
successful reorganization.

Before the Petition Date, the Debtors approached JPMorgan as well
as other financial institutions about providing postpetition
financing.  Recognizing that the Prepetition Liens encumber a
substantial portion of their assets and that JPMorgan possesses
pre-existing knowledge of their businesses, and determining in
their sound business judgment that JPMorgan's proposal for
Postpetition Financing was the most favorable under the
circumstances and addressed their working capital needs, the
Debtors ultimately decided to accept the proposal submitted by,
JPMorgan and JPMorgan Securities, Inc.

                       DIP Financing Terms

The Credit Agreement and other documents to be executed in
connection with the Postpetition Financing are the result of
arm's-length negotiations between the Debtors and the Postpetition
Lenders.  The Postpetition Financing's principal provisions are:

   (A) Borrowers

       Interstate Bakeries Corporation; Armour & Main
       Redevelopment Corporation; Baker's Inn Quality Baked
       Goods, LLC; IBC Sales Corporation; IBC Services, LLC; IBC
       Trucking LLC; Interstate Brands Corporation; and New
       England Bakery Distributors, LLC.

   (B) Administrative Agent and Lenders

       JPMorgan Chase Bank will serve as Administrative Agent
       under the Postpetition Financing for a syndicate of
       financial institutions to be arranged by JPMorgan.

   (C) Collateral Agent

       JPMorgan Chase Bank will serve as Collateral Agent under
       the Facility for the Lenders.

   (D) Commitment & Availability

       A total revolving credit commitment of up to $200,000,000,
       with a sub-limit of $75,000,000 for standby letters of
       credit to be issued for purposes that are satisfactory to
       the Administrative Agent.  During the period commencing on
       the Petition Date and ending on the date the Bankruptcy
       Court enters the Final Order, up to $100,000,000 of the
       Commitment will be available to the Debtors.

   (E) Term

       Borrowings will be repaid in full, and the Commitment will
       terminate, at the earliest of:

          (i) 24 months after the Petition Date;

         (ii) 35 days after the entry of the Interim Order if the
              Final Order has not been entered prior to the
              expiration of this period;

        (iii) the substantial consummation of a plan of
              reorganization that is confirmed pursuant to an
              order entered by the Bankruptcy Court or any other
              court having jurisdiction over the Debtors' Chapter
              11 cases; and

         (iv) the acceleration of the Loans and the termination
              of the Commitment in accordance with the Credit
              Agreement.

   (F) Priority and Liens

       All direct borrowings and reimbursement obligations under
       Letters of Credit and in respect of overdrafts will at all
       times receive the priority in payment and be secured.

   (G) Carve-Out

       The liens and priority will be subject in each case
       only to:

         (i) in the event of the occurrence and during the
             continuance of an Event of Default or an event that
             would constitute an Event of Default with the giving
             of notice or lapse of time or both, the payment of
             allowed and unpaid professional fees and
             disbursements incurred by the Borrowers and any
             appointed statutory committees in an aggregate
             amount not in excess of $3,000,000; and

        (ii) the payment of fees pursuant to 28 U.S.C. Section
             1930 and to the Clerk of the Bankruptcy Court.

       No portion of the Carve-Out will be utilized for the
       payment of professional fees and disbursements incurred in
       connection with any challenge to the amount, extent,
       priority, validity, perfection or enforcement of the
       Indebtedness of the Borrowers owed with respect to the
       parties primed by the priming Liens or to the collateral
       securing the Indebtedness or any other action against the
       parties.

       Amounts in the Letter of Credit Account will not be
       subject to the Carve-Out.  The Borrowers, thus, consent to
       the priming Liens.  And so long as no Default or Event of
       Default will have occurred and be continuing, the
       Borrowers will be permitted to pay compensation and
       reimbursement of expenses allowed and payable under
       Sections 328, 330 and 331 of the Bankruptcy Code, as the
       same may be due and payable, and any compensation and
       expenses previously paid, or accrued but unpaid, prior to
       the occurrence of the Default or Event of Default will not
       reduce the Carve-Out.

   (H) Fees and Expenses

       Commitment Fee:  0.50% per annum on the unused portion of
                        the Commitment.  The Commitment Fee will
                        be payable monthly in arrears during the
                        term of the Facility.

       Structuring Fee: $4,000,000

       Syndication Fee: $2,000,000

       Letter of Credit
       Fees:            2.75% per annum on the outstanding face
                        amount of each Letter of Credit plus:

                           (i) a fronting fee in an amount equal
                               to 0.25% per annum of the stated
                               amount of each letter of credit,
                               payable at the issuance of each
                               letter of credit and on any annual
                               renewal or extension; and

                          (ii) JPMorgan's customary issuance,
                               amendment and processing fees; and

       Administrative
       Agent Fee:       $200,000 per year

   (I) Interest

       JPMorgan's Alternate Base Rate plus 1.75% or, at the
       Debtors' option, LIBOR plus 2.75% for interest periods of
       one, three or six months; interest will be payable monthly
       in arrears, at the end of any interest period and on the
       Termination Date.

   (J) Default Interest

       Default interest will be payable on demand at 2% above the
       then applicable rate.

   (K) Events of Default

       (1) Failure by the Debtors to pay principal, interest or
           fees when due under the Credit Agreement;

       (2) Breach by the Debtors of any of the negative
           covenants;

       (3) Breach by the Debtors of any other covenant contained
           in the Credit Agreement and this breach will continue
           unremedied for more than 10 days;

       (4) Failure by the Debtors to deliver a certified
           Borrowing Base Certificate when due and this default
           will continue unremedied for more than three business
           days;

       (5) Any representation or warranty made by the Debtors
           will prove to have been incorrect in any material
           respect when made;

       (6) Any of the Debtors' Chapter 11 cases will be dismissed
           or converted to a Chapter 7 Case; a Chapter 11
           Trustee, a responsible officer or an examiner with
           enlarged powers relating to the operation of the
           Debtors' business will be appointed and the order
           appointing the Trustee, responsible officer, or
           examiner will not be reversed or vacated within 35
           days after entry; or any other super-priority Claim
           which is pari passu with or senior to the claims of
           the Administrative Agent and the Lenders will be
           granted; or the Bankruptcy Court will enter an order
           terminating the use of cash collateral;

       (7) Other than payments authorized by the Court in respect
           of the first-day orders, as may be permitted in the
           Credit Agreement, the Debtors will make any payment of
           principal or interest or otherwise on account of any  
           prepetition indebtedness or payables;

       (8) The Bankruptcy Court will lift the automatic stay to
           permit a holder or holders of any security interest to
           foreclose on any assets of the Debtors which have an
           aggregate value in excess of $1,000,000;

       (9) A Change of Control will occur;

      (10) Any provision of the Credit Agreement will cease to be
           valid and binding on the Debtors, or the Debtors will
           so assert in any pleading filed in any court;

      (11) An order will be entered reversing, amending,
           supplementing, staying for a period in excess of 10
           days, vacating or otherwise modifying the Interim
           Order or the Final Order;

      (12) Any judgment in excess of $1,000,000 as to any post-
           petition obligation will be rendered against the
           Debtors and the enforcement will not be stayed, it
           being understood that Rule 62(a) of the Federal Rules
           of Civil Procedure provides for a ten-day stay on
           enforcement of money judgments; or there will be
           rendered against the Debtors a non-monetary judgment
           with respect to a postpetition event which causes or
           would reasonably be expected to cause a material
           adverse change or a material adverse effect on the
           ability of the Debtors to perform their obligations
           under the Postpetition Credit Facility Documentation;

      (13) Certain ERISA-related and environment-related
           defaults; or

      (14) Other Events of Default as may be mutually agreed on
           by the Administrative Agents and the Debtors.

The Prepetition Secured Lenders have advised the Debtors that:

   (a) As of the Petition Date, the Debtors owed the Prepetition
       Secured Lenders, without defense, counterclaim or offset
       of any kind, $649,000,000 in respect of Loans made.  The
       alleged Prepetition Bank Debt constitutes legal, valid and
       binding obligations of the Debtors, enforceable in
       accordance with its terms.  No portion of the Prepetition
       Bank Debt is subject to avoidance, or subordination
       pursuant to the Bankruptcy Code or applicable non-
       bankruptcy law.

   (b) The liens and security interests granted to the
       Prepetition Agent pursuant to and in connection with the
       Existing Agreements are:

       * valid, binding, perfected, enforceable, first-priority
         liens and security interests in the personal and real
         property described in the Existing Agreements; and

       * not subject to avoidance, recharacterization or
         subordination pursuant to the Bankruptcy Code or
         applicable non-bankruptcy law.

The Debtors and the Official Committee of Unsecured Creditors have
until November 20, 2004, to challenge the allegations made by the
Prepetition Secured Lenders.

By this motion, the Debtors seek the Court's authority to:

   (a) obtain up to $200,000,000 in secured postpetition
       financing to be syndicated by JPMorgan and arranged by
       JPMorgan Securities;

   (b) grant the Postpetition Lenders, so as to secure the
       Debtors' obligations under the Postpetition Financing:

          (i) priority in payment, pursuant to Section 364(c)(1)
              of the Bankruptcy Code, with respect to these
              obligations over all administrative expenses of the
              kinds specified in Sections 503(b) and 507(b);

         (ii) perfected first priority liens, pursuant to Section
              364(c)(2), on all unencumbered property of the
              Debtors and on all cash maintained in the Letter of
              Credit Account and any direct investments of the
              funds, provided that following the Termination Date
              amounts in the Letter of Credit Account will not be
              subject to a Carve-Out;

        (iii) perfected junior liens, pursuant to Section
              364(c)(3), on all property of the Debtors that is
              subject to valid and perfected Liens in existence
              on the Petition Date or that is subject to valid
              Liens in existence on the Petition Date that are
              perfected subsequent to the Petition Date as
              permitted by Section 546(b); and

         (iv) perfected first priority, senior priming liens,
              pursuant to Section 364(d)(1), senior priming lien
              on all of the property of the Debtors that is
              subject to the existing liens which secure:

              -- the obligations of the Parent Borrower and
                 certain of the Subsidiary Borrowers under or in
                 connection with the Prepetition Credit
                 Agreement; and

              -- other obligations or indebtedness of the Debtors
                 pursuant to other agreements in an aggregate
                 amount exceeding $1,000,000.

              The Primed Liens will be primed by and made
              subject and subordinate to the perfected first
              priority senior Liens to be granted to the
              Administrative Agent, which senior priming Liens in
              favor of the Administrative Agent will also prime
              any Liens granted after the Petition Date to
              provide adequate protection Liens in respect of any
              of the Primed Liens but will not prime Liens, if
              any, to the extent these Liens secure obligations
              in an aggregate amount less than or equal to
              $1,000,000, subject in each case only to the Carve-
              Out;

   (c) use the Cash Collateral and to provide adequate protection
       to the Prepetition Secured Lenders under the Existing
       Agreements with respect to any diminution in the value of
       their interests in the Prepetition Collateral resulting
       from the priming liens and security interests to secure
       the Postpetition Financing, the use of the Cash
       Collateral, the use, sale or lease of the Prepetition
       Collateral or imposition of the automatic stay;

   (d) borrow up to $50,000,000 under the DIP Credit Agreement on
       an interim basis pending a Final Hearing;

   (e) pursuant to Rule 4001 of the Federal Rules of Bankruptcy
       Procedure, schedule a Final Hearing to consider entry of a
       Final Order authorizing the Postpetition Financing.

Mr. Hoffmann notes that the Postpetition Financing is the sole
means of preserving and enhancing the Debtors' going concern
value.  With the credit provided by the Postpetition Financing,
the Debtors will be able to obtain goods and services in
connection with their operations, pay their employees, and operate
their businesses to preserve the ongoing value of their
businesses for the benefit of all parties-in-interest.  In
addition, the availability of postpetition credit should give the
Debtors' vendors and suppliers the necessary confidence to resume
ongoing relationships with the Debtors, including the extension of
credit terms for the payment of goods and services.  It will also
likely be viewed favorably by the Debtors' employees and customers
and, therefore, help promote the Debtors' successful
reorganization.  Without the Postpetition Financing, the Debtors
will not be able to meet their payroll and other direct operating
expenses, will suffer irreparable harm, and their entire
reorganization effort will be jeopardized.

               Debtors Need To Use Cash Collateral

Mr. Hoffmann informs the Court that the Debtors also need to use
Cash Collateral pending a final hearing on the Postpetition
Financing.  The Debtors require the use of the Cash Collateral to
pay present operating expenses including payroll and to pay
vendors to ensure a continued supply of materials essential to the
Debtors' continued viability.  Absent the authority to use the
Cash Collateral, the Debtors will be compelled to shut down bakery
production and bring the Debtors' businesses to a halt.

                  Adequate Protection for the
                  Prepetition Secured Lenders

In accordance with Section 363(c)(2), the Debtors and JPMorgan
negotiated and agreed that the Prepetition Secured Lenders will
receive as adequate protection against diminution in value of the
Prepetition Secured Lenders' interests in the Debtors' interests
in the Prepetition Collateral:

   (a) Adequate Protection Liens

       As security for payment of the Adequate Protection
       Obligations, the Prepetition Agent will be granted a
       replacement security interest in and lien on all the
       Collateral, subject and subordinate only to:

          (i) the security interests and liens granted to the
              Postpetition Agent for the benefit of the
              Postpetition Lenders in the Interim Financing Order
              and pursuant to the Credit Agreement and any liens
              on the Collateral to which these liens so granted
              to the Agent are junior; and

         (ii) the Carve-Out;

   (b) Section 507(b) Claim

       The Prepetition Agent and the Prepetition Secured Lenders
       will be granted a super-priority claim equal to the
       Adequate Protection Obligations as provided for in Section
       507(b), immediately junior to the claims under Section
       364(c)(1) held by the Postpetition Agent and the
       Postpetition Lenders.  However, the Prepetition Agent and
       the Prepetition Secured Lenders will not receive or retain
       any payments, property or other amounts in respect of the
       super-priority claims under Section 507(b) or under the
       Existing Agreements unless and until the Obligations under
       the Credit Agreement have indefeasibly been paid in cash
       in full;

   (c) Interest, Fees and Expenses

       The Prepetition Agent will receive from the Debtors:

          (i) immediate cash payment of all accrued and unpaid
              interest on the Prepetition Bank Debt and letter of
              credit fees at the rates as of the Petition Date as
              provided for in the Existing Agreements, and all
              other accrued and unpaid fees and disbursements
              owing under the Existing Agreements at the non-
              default contract rate and incurred before the
              Petition Date;

         (ii) current cash payments of all fees and expenses
              payable to the Prepetition Agent under the Existing
              Agreements, including, but not limited to, the
              reasonable fees and disbursements of counsel,
              financial and other consultants for the Prepetition
              Agent;

        (iii) current cash payment of all reasonable out-of-
              pocket expenses of the steering committee of
              Prepetition Secured Lenders, in their capacity as
              such; and

         (iv) on the first business day of each month, all
              accrued but unpaid interest on the Prepetition Bank
              Debt, and letter of credit and other fees at the
              non-default contract rate applicable on the
              Petition Date under the Existing Agreements.  The
              Prepetition Secured Lenders reserve their rights to
              assert claims for the payment of additional
              interest calculated at any other applicable rate of
              interest, or on any other basis, provided for in
              the Existing Agreements;

   (d) Monitoring of Collateral

       The Prepetition Secured Lenders will be permitted to
       retain expert consultants and financial advisors at the
       expense of the Debtors.  The consultants and advisors will
       be given reasonable access for purposes of monitoring the
       business of the Debtors and the value of the Collateral;
       and

   (e) Information

       The Debtors will provide the Prepetition Agent with any
       written financial information or periodic reporting that
       is provided to, or required to be provided to, the
       Postpetition Agent or the Postpetition Lenders.

The Debtors believe that the proposed adequate protection is fair
and reasonable and sufficient to satisfy any diminution in value
of the Prepetition Collateral.

                   Interim Approval Obtained

Bankruptcy Rule 4001(b) and (c) provides that a final hearing on a
motion to use cash collateral pursuant to Section 363 and to
obtain credit pursuant to Section 364 may not be commenced earlier
than 15 days after the service of the motion.  By request,
however, the Court is empowered to conduct a preliminary
expedited hearing on the motion and authorize the use of cash
collateral and the obtaining of credit to the extent necessary to
avoid immediate and irreparable harm to the Debtor's estate.

On an interim basis Judge Venters authorized Interstate Bakeries
Corporation to continue using their lenders' cash collateral and
borrow up to $50,000,000 under the new DIP Financing Facility at
yesterday's hearing in Kansas City.  Judge Venters will convene a
Final DIP Financing Hearing on October 21, 2004, at which time he
will consider whether the Debtors should be authorized to access
the full $200 million subject to the terms of the DIP Financing
Agreement.


INTRAWEST: Moody's Puts B1 Rating on $325M Senior Unsecured Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Intrawest
Corporation's U.S. dollar-denominated 7.5% senior unsecured note
offering, due 2013 and Canadian dollar-denominated 7.5% senior
unsecured note offering, due 2009, for an aggregate amount of
approximately US$325 million.  In addition, these rating actions
were taken by Moody's:

   * Ratings assigned:

        -- U.S. dollar-denominated 7.5% senior notes, due 2013
           rated B1

        -- Canadian dollar-denominated 7.5% senior notes, due 2009
           rated B1

   * Ratings affirmed:

        -- Senior implied rating at Ba3
        -- Senior unsecured issuer rating at B1
        -- US$350 million 7.5% senior notes due 2013 rated B1
        -- US$125 million 10.5% senior notes due 2010 rated B1
        -- US$135 million 10.5% senior notes due 2010 rated B1
        -- US$125 million 10.5% senior notes due 2010 rated B1

The ratings outlook is stable.

The ratings assignment and affirmation reflect:
   
   * Intrawest's diversified portfolio of properties,

   * strategy of minimizing real estate risk by pre-selling real
     estate units,

   * success at developing integrated resort villages at several
     resorts,

   * high barriers to entry in the ski resort business, and

   * improved credit metrics.

Additionally, the ratings consider the company's strong backlog of
real estate properties that provide a somewhat predictable cash
flow stream; however, as more projects are done through its
Leisura joint ventures, Intrawest's on-balance sheet backlog will
continue to decline.

The ratings also incorporate the company's reliance on destination
travel and recognize the significant amount of operating cash flow
that is derived from both real estate operations and a single ski
resort such as Whistler Blackcomb.  The company's largest resort,
Whistler Blackcomb, depends to a large extent on air travel as
opposed to the majority of the company's other resorts that are
primarily drive-to.  The ratings also consider the capital-
intensive nature of the ski industry and the non-recurring nature
of the company's real estate sales.

In late 2003, Intrawest entered into two limited liability
partnership, Leisura Development Canada and Leisura Development
US, which are expected to control the production phase of most
large real estate projects.  Although the company will sell land
and provide management services to the partnerships, Intrawest is
only a minority investor and will not provide any material
guarantees or financial support.  Moreover, all construction
financing done by the joint ventures will be non-recourse to
Intrawest.

Since the need to finance large scale projects no longer exists,
the cash flows generated from large real estate projects still on
its balance sheet were used to reduce associated construction debt
by over $200 million in 2004.  However, even though the company
will not be burdened by financing larger projects on balance
sheet, operating cash flows will no longer benefit to the same
extent as they have in the past from these larger projects.  Going
forward, Intrawest will realize a return on these types of
projects through its relationship with Leisura, from land sales,
management fees, and an equity ownership.

Despite relatively strong unit sales in the real estate
development segment, operating performance of the company's core
resort operations declined in fiscal year 2004 from the previous
year as excessively cold weather in the East, unusually warm
weather in the West, and an overall decline in US skier visits to
Intrawest properties.  Management attributed lower US visitors to
a higher Canadian dollar and a trend towards more Americans
staying close to home.  Although weather conditions will continue
to remain a constant unknown for the entire industry, such a
change in customer travel habits could become more of a concern
longer term.

For the twelve months ended June 30, 2004, credit improved to
levels more consistent with a Ba3 senior implied rating with
leverage declining to approximately 3.6x on a Debt to adjusted
EBITDA basis (adjusted for capitalized interest in real estate
costs) and coverage of 2.4x on an adjusted EBITDA to gross
interest basis.  In regards to liquidity, the company will have
availability under its bank revolver of approximately $190 million
after utilizing $112 million to repurchase the outstanding 10.5%
senior notes.  Although the company's ski operations have
performed relatively well since the events of September 11, 2001,
an aggressive capex program has consumed any excess cash flow
generation to date.

The stable ratings outlook reflects Moody's view that the
company's resort operations will improve from prior years and
begin to generate positive free cash flow as capital requirements
in this segment decline to more normal levels and the recent
acquisition of Abercrombie & Kent is integrated successfully.  The
outlook also reflects our expectation that leverage and interest
coverage will remain in the 4.0x range and exceed 2.5x on an
adjusted basis, while liquidity will remain adequate.  Factors
that could positively impact the ratings and outlook would be a
sustained improvement in its core operations, resulting in
adjusted leverage below 4.0x on a sustained basis.  However, a
sustained deterioration in credit metrics or liquidity due to poor
operating performance could pressure the ratings and/or outlook.

Proceeds from the proposed senior note offerings along with
additional borrowings under its bank credit facility will be used
to fund the current cash tender offering for the company's
outstanding US$397 million, 10.5% senior notes due 2013.  Post the
transaction, secured debt will represent approximately 30% of
total debt outstanding.

The proposed guaranteed senior unsecured notes will be offered and
sold in a privately negotiated transaction without registration
under the Securities Act of 1933, under circumstances reasonably
designed to preclude a distribution in violation of the Act. The
issuance has been designed to permit resale under Rule 144A.

Intrawest operates ten ski resorts in North America, six in the
United States and four in Canada.  The company also develops real
estate in areas adjoining its resorts.  Additionally, the company
owns a resort community and golf course in Florida, a golf course
in Arizona, and a Canadian helicopter skiing and hiking company.


ISLA GRANDE CORP: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Isla Grande Corporation
        5866 South Staples, Suite 403
        Corpus Christi, Texas 78413

Bankruptcy Case No.: 04-21273

Chapter 11 Petition Date: September 22, 2004

Court: Southern District of Texas (Corpus Christi)

Judge: Richard S. Schmidt

Debtor's Counsel: Shelby A Jordan, Esq.
                  Jordan Hyden Womble and Culbreth
                  500 North Shoreline, Suite 900 N
                  Corpus Christi, Texas 78471
                  Tel: 361-884-5678
                  Fax: 361-888-5555

Total Assets: $65,001,000

Total Debts:   $1,181,795

Debtor's 4 largest unsecured creditors:

    Entity                      Nature Of Claim     Claim Amount
    ------                      ---------------     ------------
Brin & Brin, P.C.               Attorney's Fees &       $750,000
1202 Third Street               Expenses
Corpus Christi, Texas 78404
Brin & Brin, P.C.
1202 Third Street

W.T. Young Construction Co.     Claims alleged in       $356,708
c/o Finley L. Edmonds, Esq.     Cause No. 02-959-A
5262 S. Staples, Suite 325
Corpus Christi, Texas 78411

Coastal Bend Engineering        Engineering              $75,087
Associates                      Services

Asset Development Corporation   Claims alleged in        Unknown
c/o Augustin Rivera, Jr.        Cause No. 00-4486-A
611 South Upper Broadway
Corpus Christi, Texas 78401


JONATHON KYLE MILLER: List of 20 Largest Unsecured Creditors
------------------------------------------------------------
Jonathon Kyle Miller, Inc., released a list of its 20 Largest
Unsecured Creditors:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
Washington Mutual Bank        Value of Security:      $1,215,000
3559 North Beltline Road      $700,000
Irving, Texas 75062

Zion National Bank            Value of Security:        $658,000
10 East South Temple          $400,000
Salt Lake City, Utah 84133

Internal Revenue Services                               $140,000

Bell Nunnally & Martin LLP                               $70,620

Bank of America                                          $66,203

Wells Fargo Bank                                         $46,515

Citicorp Vendor Finance, Inc.                            $45,405

Fleet Business Credit Card                               $21,008

James A. West, P.C.                                      $18,209

GreatAmerica Leasing Corp.                               $11,690

TXU Energy                                                $5,236

City of Grapevine                                         $3,072

Bank One Portfolio MGMT Center                            $2,582

FP Financial Pacific Leasing LLC                          $1,741

Leasing Services                                          $1,729

Texas Workforce Commission                                $1,601
Tax Department

Waste Management                                          $1,329

City of Dallas                                              $234

Liquid Environmental Solutions                              $188

Commercial Parts & Services                                 $180

Headquartered in Garland, Texas, Jonathon Kyle Miller, Inc., filed
for chapter 11 protection on September 6, 2004 (Bankr. N.D. Tex.
Case No. 04-39754). Eric A. Liepins, Esq., at Eric A. Liepins,
P.C., represents the Company in its restructuring efforts. When
the Debtor filed for protection from its creditors, it listed both
estimated assets and debts of over $1 million.


JP MORGAN: Fitch Assigns Low-B Ratings on Six Certificate Classes
-----------------------------------------------------------------
Fitch Ratings affirms JP Morgan Commercial Mortgage 2003-PM1:

   -- $74.6 million class A-1 at 'AAA';
   -- $114.4 million class A-2 at 'AAA';
   -- $82.6 million class A-3 at 'AAA';
   -- $282 million class A-4 at 'AAA';
   -- $386.2 million class A-1A at 'AAA';
   -- Interest-only class X-1 at 'AAA';
   -- Interest-only class X-2 at 'AAA';
   -- $33.2 million class B at 'AA';
   -- $13 million class C at 'AA-';
   -- $27.5 million class D at 'A';
   -- $13 million class E at 'A-';
   -- $15.9 million class F at 'BBB+';
   -- $13 million class G at 'BBB';
   -- $18.8 million class H at 'BBB-';
   -- $15.9 million class J at 'BB+';
   -- $7.2 million class K at 'BB';
   -- $8.7 million class L at 'BB-';
   -- $7.2 million class M at 'B+';
   -- $4.3 million class N at 'B';
   -- $2.9 million class P at 'B-'.

Fitch does not rate the $20.2 million class NR certificates.

The rating affirmations reflect the stable pool performance and
minimal paydown since issuance.  As of the September 2004
distribution date, the pool's aggregate certificate balance has
decreased 1.35% to $1.14 billion from $1.16 billion at issuance.  
There are currently no delinquent or specially serviced loans.

Midland Loan Services, the master servicer, collected year-end
2003 operating statements for 90% of the transaction.  The YE 2003
weighted average debt service coverage ratio -- DSCR -- is 1.81
times (x), compared to 1.80x at issuance for the same loans.

Fitch has reviewed the credit assessment of the Westin Hotel loan
(7.06%).  The YE 2003 Fitch stressed DSCR is 2.01x, compared to
2.19x at issuance.  This decrease is due to a decline in the
revenue per available room -- RevPar -- to $146 for YE 2003
compared to $152 at issuance.  The DSCR is calculated using
servicer provided net operating income less required reserves
divided by the debt service payments, which are based on the
current balance using a Fitch stressed refinance constant.  This
loan maintains its investment grade credit assessment.


JUNO LIGHTING: Posts $3,643,000 Net Loss for 2003 Third Quarter
---------------------------------------------------------------
Juno Lighting, Inc., (Nasdaq: JUNO) disclosed that for the quarter
ended August 31, 2004 sales increased 21.4% to $63,167,000
compared to third quarter 2003 sales of $52,033,000.  Net loss
available to common shareholders for the third quarter of 2004 was
approximately $3,643,000, compared to net income available to
common shareholders of $1,628,000.  

Sales for the first nine months of fiscal 2004 increased 22.4% to
$178,140,000 compared to $145,537,000 for the like period in 2003.  
Net loss available to common shareholders for the first nine
months of 2004 was approximately $509,000, compared to net income
available to common shareholders of $3,077,000 for the like period
in 2003.

As a result of the refinancing of the Company's Senior Credit
Facility and related matters, one-time charges of approximately
$10,805,000 and $11,809,000 were recorded in the three and nine
month periods ended August 31, 2004, respectively.  Third quarter
charges related to the previously existing credit facility,
include a $3,246,000 non-cash charge to write-off unamortized
financing costs and payment of a $7,422,000 call premium.  One-
time charges for the first nine months related to the previously
existing credit facility include a $3,965,000 non-cash charge to
write-off unamortized financing costs and payment of a $7,422,000
call premium.   Excluding these one-time charges, earnings per
share would have been $0.72 on a basic and $0.66 on a diluted
basis for the third quarter and $1.89 on a basic and $1.77 on a
diluted basis for the nine months ended August 31, 2004.

Juno Lighting, Inc., designs, manufactures and markets lighting
fixtures for commercial and residential use.

                         *     *     *

As reported in the Troubled Company Reporter on April 28, 2004,
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Des Plaines, Illinois-based Juno Lighting Inc.
and removed all ratings on the company from CreditWatch where they
were placed on April 7, 2004, following Juno's announced plans for
a recapitalization.  The plan includes the refinancing of its
long-term debt of approximately $160 million (including accrued
interest and expenses) and payment of a onetime cash dividend of
approximately $50 million-$60 million to its preferred and common
stockholders.

At the same time Standard & Poor's assigned its 'B+' senior
secured bank loan rating to Juno's proposed $30 million revolving
credit facility and $150 million term loan secured by a first-
priority lien. Standard & Poor's also assigned a recovery rating
of '4' to the first-lien revolving facility and term loan,
reflecting the marginal expectations of recovery of principal in
the event of a default.  The $60 million second-lien term loan is
assigned a 'B-' rating and a recovery rating of '5' reflecting
negligible prospects for full recovery in the event of a default
and the inferior position of these lenders relative to the first-
lien lenders.  The outlook is stable.


JUNO LIGHTING: Appoints John P. Murphy to Board & Audit Committee
-----------------------------------------------------------------
On September 20, 2004, John P. Murphy joined Juno Lighting, Inc.'s
(Nasdaq: JUNO) board of directors and was appointed to the board's
audit committee.  Mr. Murphy has previously served as a senior
vice president and the chief financial officer of Thomas & Betts
Corporation -- a manufacturer of electrical connectors and
components -- and as a senior vice president and the chief
financial officer of Johns Manville Corporation -- a manufacturer
of building products.  

Tracy Bilbrough, Juno's Chief Executive Officer, said,
"We are very pleased to welcome Mr. Murphy to our board of
directors.  His extensive experience as a financial executive will
add to the strength of our board and its counsel to our management
team."

Juno Lighting, Inc., designs, manufactures and markets lighting
fixtures for commercial and residential use.

                         *     *     *

As reported in the Troubled Company Reporter on April 28, 2004,
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Des Plaines, Illinois-based Juno Lighting Inc.
and removed all ratings on the company from CreditWatch where they
were placed on April 7, 2004, following Juno's announced plans for
a recapitalization.  The plan includes the refinancing of its
long-term debt of approximately $160 million (including accrued
interest and expenses) and payment of a onetime cash dividend of
approximately $50 million-$60 million to its preferred and common
stockholders.

At the same time Standard & Poor's assigned its 'B+' senior
secured bank loan rating to Juno's proposed $30 million revolving
credit facility and $150 million term loan secured by a first-
priority lien. Standard & Poor's also assigned a recovery rating
of '4' to the first-lien revolving facility and term loan,
reflecting the marginal expectations of recovery of principal in
the event of a default.  The $60 million second-lien term loan is
assigned a 'B-' rating and a recovery rating of '5' reflecting
negligible prospects for full recovery in the event of a default
and the inferior position of these lenders relative to the first-
lien lenders.  The outlook is stable.


KAISER ALUMINUM: Asks Court Okay on Australia & Ghana Asset Sales
-----------------------------------------------------------------
Kaiser Aluminum separately asked the U.S. Bankruptcy Court for the
District of Delaware for authority to sell its interests in and
related to the Queensland Alumina Ltd. alumina refinery in
Australia and the Volta Aluminium Company Ltd. aluminum smelter in
Ghana.

The Court agreed to the company's request to shorten the time for
response to the motions and set the response date for Sept. 24,
today, at 5:00 p.m. Eastern Time.  The Court has said it will rule
on the motions at the regularly scheduled monthly hearing on
Sept. 27, 2004.

                        The QAL Filings

Kaiser's motions describe a two-pronged approach to the sale of
its interests in QAL as well as proposed bidding and auction
procedures.  First, Kaiser signed a "stalking horse" agreement to
sell its interests in and related to QAL to Comalco Aluminium
Limited, one of the other current owners of QAL, for a base price
of $308 million in cash plus purchase of Kaiser's alumina and
bauxite inventories, and subject to certain working capital
adjustments, and the assumption of Kaiser's obligations in respect
of approximately $60 million of QAL debt.  Kaiser will also
transfer its existing alumina sales contracts and other agreements
relating to QAL.  The agreement is supplemented by a letter
agreement in which Comalco's parent companies agree that execution
of the stalking horse agreement satisfies -- or that the parties
otherwise waive -- certain rights that they would otherwise have
under an existing agreement with Kaiser.  Unless waived or
satisfied, these rights could potentially delay the sale process
for a significant period.  The stalking horse agreement also
includes a provision for payment of a termination fee of
$11 million to Comalco on the sale of Kaiser's interests in QAL
pursuant to an auction process if Comalco is not the ultimate
purchaser.

Separately, Kaiser entered into an agreement with Glencore AG
whereby Glencore agreed to submit a qualified auction bid for the
QAL interests, including a base price of $400 million in cash plus
the other payments and adjustments.  Kaiser will pay to Glencore a
fee of approximately $7.7 million upon submission of that
qualified bid.

The submission of Glencore's qualified bid ensures than an auction
will take place.

Both the Comalco and the Glencore agreements are intended to be
part of an auction process to seek the highest bid and maximize
proceeds to the Chapter 11 estate.  Kaiser proposed that any other
competing qualified bids would be due by Oct. 25, with an auction
to be held on Oct. 28.  If no competing bids are received, the
company would expect, subject to Court approval, to name Glencore
as the successful bidder.  Any purchase agreement with the
successful bidder will be subject to customary closing conditions,
including receipt of required governmental approvals and third-
party consents.  In either case, Kaiser asked the Court to
schedule a hearing on Nov. 8 to rule on the sale transaction.  On
this schedule, Kaiser would expect to close on the transaction
during the first quarter of 2005.

The company's Form 10-Q for the period ending June 30, 2004
provides a detailed discussion of the various impacts of the sale
of Kaiser's interests in and related to QAL, including required
approvals, the likely escrowing of proceeds, and the use of
proceeds, as summarized below:

   -- Required approvals include the aforementioned Court
      approval, as well as approvals by the lenders under Kaiser's
      Post-Petition Credit Agreement and by certain regulatory
      authorities in Australia.

   -- Escrowing of proceeds is likely, pending both an amendment
      of the company's Post-Petition Credit Agreement and a
      resolution of matters relating to intercompany claims, each
      of which will in turn require U.S. Bankruptcy Court
      approval.

   -- The vast majority of the value realized in respect of the
      company's interests in and related to QAL is likely to be
      for the benefit of holders of Kaiser's publicly traded notes
      and the Pension Benefit Guaranty Corporation.

   -- Any winning bidder at auction must also be accepted by the
      other QAL participants and by the QAL lenders.

                        The Valco Filing

Kaiser's motion on Valco includes a copy of the purchase agreement
derived from the previously disclosed May 6, 2004 Memorandum of
Understanding to sell the company's interests in Valco to the
Government of Ghana, subject to the approval of the Court, the
company's lenders, and the Ghanaian parliament.  Under the
agreement with Ghana, once the motion is approved by the Court,
Kaiser will be permitted to begin withdrawing certain of the funds
that Ghana previously placed in escrow in accordance with the MOU.  
The funds would be limited to monthly amounts sufficient to offset
regular ongoing costs at Valco until the time as the transaction
closes later this year.

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


LOEHMANN'S CAPITAL: Moody's Junks $110M Senior Secured Notes
------------------------------------------------------------
Moody's Investors Service assigned these ratings to Loehmann's
Capital Corp.:

   * a Caa1 rating to $110 million senior secured notes maturing
     September 2011 and a speculative grade liquidity rating of
     SGL-3,

   * B2 the senior implied rating is B2, and

   * Caa2 senior unsecured issuer rating is Caa2.

This is the first time that Moody's has rated the debt of
Loehmann's Capital Corp.  The rating outlook is stable.

The ratings take into account the announcement that Loehmann's
Holdings, Inc., the parent of Loehmann's Capital Corp., will be
acquired by affiliates of Crescent Capital, a private equity firm
owned by First Islamic Investment Bank in an approximately
$189 million transaction, which will be financed with the
$110 million in senior notes to be issued by Capital,
approximately $3 million in management rollover equity, and
$76 million in cash equity from Crescent.  The transaction value
represents a multiple of roughly 6.3 times adjusted LTM EBITDA of
roughly $30 million.  Pro forma senior leverage assuming $5
million in letters of credit against the $35 million unrated
asset-backed revolving credit facility, measured on a
debt/adjusted LTM EBITDA at closing will be roughly 3.8x.

The ratings consider:

     (i) Loehmann's relatively high leverage resulting from this
         transaction;

    (ii) the fiercely, and increasingly, competitive environment
         in the retail apparel segment;

   (iii) potential for reductions in supply as the company is
         completely reliant on overstocks from both manufacturers
         and department store and specialty retailers at a time
         when supply-chain discipline and improvements are
         increasing; and

    (iv) risks inherent in its growth strategy.

This expansion risk is magnified by the previous failure of
existing management in carrying out a similarly aggressive
0strategy in the late-1990's which, coupled with a refocus of the
product line, led to the 1999 Chapter 11 bankruptcy filing.  While
this expansion plan will not be accompanied by any change in
product line, the opening of 15-25 full-line stores and 15-25 shoe
stores over the next five years, especially as the retail apparel
environment is inarguably more competitive than the late-1990's,
significantly increases the risk profile of this credit.

The ratings also consider Loehmann's leading position in the off-
price designer apparel retailing segment, its solid franchise and
loyal customer base, and seasoned management team, as well as the
approximately 40% equity contribution emanating from Crescent.

The stable outlook reflects the fact that the ratings provide some
cushion for missteps as Loehmann's pursues its growth strategy.  
Ratings could be upgraded if Loehmann's growth strategy is handled
successfully, which would be evidenced by incremental improvement
in EBITDA and free cash flow, and could in turn result in a
narrowing of present notching as the enterprise value multiple
necessary to repay the senior secured notes would reduce.  
Downward pressure would be created by the failure to generate
positive returns from the new store growth program.

The Caa1 rating of the senior secured note offering recognizes its
minimal asset coverage balanced by its favorable position in the
capital structure, with the $79 million in cash equity providing
moderate cushion.  Assuming a fully drawn revolver, an enterprise
value multiple of 4.6 times is required for full repayment.  
Security for the notes consists of a first lien on all assets of
Loehmann's Capital Corp., a first lien on all assets of Loehmann's
Operating Corp., subject to a first lien in favor of the revolving
credit banks covering all accounts receivable and inventory, as
well as guarantees of the lease and its payments from Loehmann's
Holdings, Inc., Loehmann's Financial Corp., and Loehmann's Real
Estate, Inc.

The Caa2 senior unsecured issuer rating is notched down from the
senior notes rating due to the lack of hard collateral coverage
and the resulting incrementally higher multiple necessary to
extinguish senior unsecured claims.

The SGL-3 speculative grade liquidity rating reflects the
expectation that Loehmann's Operating Co. will maintain adequate
liquidity to service the lease payments to Capital, and that its
internally generated cash flow and cash on hand will be sufficient
to fund its working capital, capital expenditures and debt
amortization requirements for the next 12-18 months.  OpCo's new
$35 million revolving credit facility is expected to be only used
to issue letters of credit (average of approximately $5 million)
during the next 12 months.  Availability under the credit
agreement is subject to a borrowing base and the company is
expected to be in compliance with its one financial covenant, a
limitation on capital expenditures.  There are no additional
sources of liquidity for the company to tap as upon completion of
the transaction all assets will be fully encumbered.

Loehmann's, headquartered in The Bronx, New York, is a leading
off-price retailer of apparel and accessories, and operates 48
stores throughout the U.S.


LOEHMANN'S CAPITAL: S&P Junks Proposed $110M Senior Secured Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Loehmann's Holdings, Inc.  The outlook is stable.
At the same time, Standard & Poor's assigned its 'CCC+' rating to
the proposed $110.0 million of senior secured notes due 2011, to
be issued under Rule 144A with registrations rights by Loehmann's
Capital Corp.  The ratings are based on preliminary documentation
and are subject to review once final documentation is received.
Loehmann's will have approximately $110 million of funded debt
outstanding at the closing of the transaction.

The rating on the notes is two notches below the corporate credit
rating, indicating the expectation of marginal recovery of
principal in the event of a default based on a discrete assets
analysis.  Recovery prospects for the secured noteholders is
limited by the priority claims of lenders under an unrated asset-
backed revolving credit facility.  Loehmann's Capital Corp. is a
special purpose entity formed for the sole purpose of issuing the
notes and entering into a sale-leaseback transaction with
Loehmann's Operating Company.  Loehmann's Operating will use the
proceeds from the sale of certain assets to Loehmann's Capital to
partly fund the acquisition of Loehmann's Holding, Inc., by
Crescent Capital.  Crescent Capital Investments Inc. is a wholly
owned subsidiary of First Islamic Investment Bank.  The proposed
transaction is structured to comply with Islamic financing rules
-- Shari'ah.

The proposed senior secured notes will have a first lien on all
assets under the lease agreement (mainly property, plant and
equipment, and leasehold interests), a pledge of stock of current
and future Loehmann's subsidiaries, and a second lien on inventory
and accounts receivables.

Holdings and each of its current and future domestic subsidiaries
will guarantee the obligations of Opco under the lease documents
on a senior secured basis.  Concurrent with the notes offering,
Loehmann's Financing Corp. is entering into a three-year
$35 million secured revolving credit facility (unrated).  This
facility will be secured by a first-priority security interest on
all of Opco's inventory and accounts receivables, and a second-
priority security interest in substantially all other assets of
Opco.

"The ratings reflect Loehmann's high debt leverage, participation
in the highly competitive women's apparel retailing market, small
cash flow base, and inconsistent operating history," said Standard
& Poor's credit analyst Ana Lai.  "These factors are partially
offset by the company's recognized brand name with its loyal
customer base and its established market niche."


METROPOLITAN MORTGAGE: Fitch Junks Class B-1 Issue
--------------------------------------------------
Fitch Ratings affirmed and took rating action on these
Metropolitan Mortgage issue:

   Series 2000-B:

      -- Classes A1A, A1F affirmed at 'AAA';
      -- Class M-1 affirmed at 'AA';
      -- Class M-2 affirmed at 'A';
      -- Class B-1 downgraded to 'CCC' from 'B';

The affirmations reflect credit enhancement consistent with future
loss expectations and affect $64,490,815 of outstanding
certificates.

The negative rating action is the result of poor collateral
performance and the deterioration of asset quality beyond original
expectations and affect $9,750,000 of outstanding certificates.  
As of the August 2004 distribution, series 2000-B, with a current
pool factor (current pool balance as a percentage of original pool
balance) of 25%, has $821,758.17 of overcollateralization,
compared with the OC target of approximately $6.75 million.  When
this transaction was last reviewed on July 21, there was
$1,425,854.74 of OC outstanding, which means OC depleted by
approximately $604,000 in two months.  There is only $131,527.19
of monthly excess spread available to cover current monthly gross
loss of $529,793.

Fitch will continue to closely monitor this deal.


MIRANT CORP: Asks Court to Approve El Paso Settlement & Release
---------------------------------------------------------------
Mirant Corporation and Mirant Americas Energy Marketing,
LP, ask the U.S. Bankruptcy Court for the Northern District of
Texas for authority to:

   (a) consummate a settlement agreement and release with El
       Paso Natural Gas Company; and

   (b) reject a Transportation Service Agreement dated
       February 22, 2001, between MAEM and El Paso as part of the
       settlement.

Michelle C. Campbell, Esq., at White & Case, LLP, in Miami,
Florida, relates that on May 31, 2002, MAEM posted collateral for
a $375,000 letter of credit issued by Wachovia Bank for the
benefit of Southern Natural Gas Company, an El Paso affiliate.  
The Letter of Credit was amended for the benefit of Southern
Natural Gas and El Paso.  The principle amount of the Letter of
Credit was modified and currently is $443,200.  The Letter of
Credit secures MAEM's performance of its obligations under the
Contract and various other agreements, which are not being assumed
or rejected at the moment.  The Letter of Credit will expire on
December 31, 2004.

Ms. Campbell argues that the Contract is unnecessary for the
Debtors' operations.  The Debtors entered into the Contract
because they intended to use the firm gas transportation capacity
to provide a greater supply of natural gas for the California
plants.  However, there are adequate, alternative supplies of
natural gas sufficient to meet the needs of the California plants.  
Therefore, on July 1, 2004, the Debtors sought the Court's
permission to reject the Contract.  The request is set for hearing
on October 6, 2004.

To reach a compromise that would benefit the Debtors' estates and
avoid litigation regarding the rejection of the Contract and
calculation of the resulting damages claim, the Debtors negotiated
with El Paso.

The parties agree that:

   (a) the Contract is rejected as of July 28, 2004;

   (b) MAEM will pay El Paso $354,606, with:

       -- $202,000 as settlement payment; and

       -- $152,606 as an allowed, prepetition claim against
          MAEM;

   (c) the Settlement Payment will be satisfied by El Paso's draw
       upon the Letter of Credit;

   (d) MAEM will pay El Paso $50,369 for amounts and charges
       arising under or relating to the Contract for the periods
       from July 1, 2004, through July 28, 2004, as an
       administrative expense;

   (e) MAEM will pay the Administrative Expense Claim Payment in
       cash on or before the Effective Date; and

   (f) the Settlement Agreement contains mutual releases of
       claims arising under, or relating to, the Contract.

The Debtors and El Paso are parties to other agreements that the
Debtors do not intend to reject at this time.  Accordingly,
Ms. Campbell points out that it is important for the Debtors to
maintain a working relationship with El Paso.  The Settlement
Agreement will assist in preserving this relationship.

Pursuant to the Settlement Agreement, El Paso will draw $202,000
on the Letter of Credit, leaving $241,200 as available credit.
Since the Letter of Credit also secures the Debtors' obligations
under other agreements with El Paso or its affiliates, this avoids
the necessity of the Debtors posting additional collateral, at
this time, to secure the other contracts.

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.
Case No. 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. 45; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


MIRANT CORPORATION: Examiner Proposes Confidentiality Protocol
--------------------------------------------------------------
William K. Snyder, court-appointed examiner for the chapter 11
cases of Mirant Corporation and its debtor-affiliates asks the
U.S. Bankruptcy Court for the Northern District of Texas to
approve these Confidentiality Procedures regarding the request of
the Official Committee of Unsecured Creditors of Mirant Americas
Generation, LLC, to compel Mirant Corporation and its affiliated
debtors to cause Mirant Mid-Atlantic, LLC, to enter into certain
types of risk-reducing hedging transactions:

    (a) Any party-in-interest, except a Permitted Person, seeking
        access to the Confidential Information of the Debtors,
        whether through deposition testimony, discovery, motions,
        responses, affidavits or other pleadings, will sign the
        form of confidentiality agreement;

    (b) Upon tendering a properly executed Confidentiality
        Agreement to the Debtors' counsel and filing the same
        with the Court, the Requesting Party will be allowed
        access to the Debtors' Confidential Information relating
        solely to the Contested Matters; and

    (c) Only Permitted Persons and those parties having tendered
        and filed a properly-executed Confidentiality Agreement
        will be permitted to be present during the conduct of
        depositions or hearings regarding the Contested Matters.

Michael P. Cooley, Esq., at Gardere Wynne Sewell, LLP, in Dallas,
Texas, relates that certain parties have voiced their concerns to
the Court and to the Examiner about their inability to participate
in the discovery process relating to the MAGi Committee's Hedge
Motion and the Joint Stipulation Regarding the Hedge Motion in
light of the fact that certain key information relating to the
Motions have been deemed confidential information by the Debtors.

At the conclusion of the hearings on August 25, 2004, the Court
asked the Examiner for suggestions how best to protect the
Debtors' confidential information and ensure the rights of
parties-in-interest to participate in the discovery process and
the hearings, inter alia, by proposing procedures to conduct an
evidentiary hearing on the Motions without inadvertently allowing
the disclosure of the Debtors' confidential information.

Thus, the Examiner proposes to implement the Confidentiality
Procedures to protect the Debtors' confidentiality concerns while
still ensuring the rights of parties-in-interest to participate in
discovery and hearings relating to the Motions.  Other parties who
are not Permitted Persons have an undeniable interest in
participating in the discovery process and the hearings relating
to the Motions.  Without some procedure in place to enable that
participation, these parties will be effectively shut out of the
bankruptcy process.

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. Case No.
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 CENTURY: Court Says Creditor Trust Can Depose JP Morgan
----------------------------------------------------------------
JP Morgan Chase Bank is the former indenture trustee pursuant to a
Master Indenture Agreement with NPF VI, Inc.  Pursuant to the NPF
VI Indenture, notes were issued by NPF VI to a series of
Noteholders.  After the collapse of National Century Financial
Enterprises, Inc., in November 2002, JPMorgan was named as a
defendant in several different lawsuits brought by Noteholders,
who claimed that JPMorgan breached its duties under the NPF VI
Indenture.  Gibbs & Bruns, the Debtors' special litigation counsel
filed three lawsuits against JPMorgan on the Noteholders' behalf.  
Gibbs & Bruns served Rule 2004 discovery requests on JPMorgan and
several other parties who were also defendants in the civil suits.  
JPMorgan has produced over 80,000 pages of documents to Gibbs &
Bruns in prior Rule 2004 discovery.

The Judicial Panel on Multidistrict Litigation consolidated all of
the NCFE-related civil lawsuits before Judge Graham for pre-trial
proceedings.  Motions to dismiss have been filed in the MDL
Proceedings and all discovery in those actions has been stayed.

On July 30, 2004, the Unencumbered Assets Trust, the successor-in-
interest to certain rights and assets of National Century
Financial Enterprises, Inc., and its debtor-affiliates, served a
subpoena on JPMorgan Chase Bank for a Rule 30(b)(6) deposition.  
The Subpoena designates 25 separate topics for deposition.  John
B. Kopf, III, Esq., at Thompson Hine, LLP, in Columbus, Ohio,
relates that nearly every topic:

    (1) focuses exclusively on JPMorgan's duties under the NPF VI
        Indenture;

    (2) do not seek any information whatsoever as to any other
        party;

    (3) seek JPMorgan's "understanding" of certain provisions of
        the NPF VI Indenture, its interpretation of the "meaning"
        of certain legal terms in the NPF VI Indenture or
        JPMorgan's "knowledge" of whether certain provisions of
        the Trust Indenture were violated; and

    (4) relate entirely to claims that Gibbs & Bruns have already
        asserted against JPMorgan on behalf of the Arizona
        Noteholder Plaintiffs in the Multidistrict Litigation
        Proceedings pending before Judge Graham in the U.S.
        District Court for the Southern District of Ohio.

Mr. Kopf points out that a side-by-side comparison of the topics
in the Subpoena and allegations in complaints in the MDL
Proceedings demonstrates that Gibbs & Bruns has largely taken
allegations made against JPMorgan in the Complaints and drafted
deposition topics to match them.

Mr. Kopf also notes that almost none of the designations seek:

    -- information that would identify claims not yet asserted; or

    -- to locate assets, unravel transactions or investigate
       facts.

Accordingly, JPMorgan asks the Court to quash or modify the
deposition subpoena served by the Trust.

Mr. Kopf asserts that the Subpoena should be quashed because:

    (a) it violates the limited authority granted to the Debtors'
        counsel by the Court and Judge Graham to issue a
        "reasonable and focused" Subpoena for the purpose of
        locating assets and identifying claims as to which the
        applicable statue of limitations will expire in November
        2004, seeking instead irrelevant and unfocused
        information;

    (b) it is contrary to the representations and assurances made
        to the Court by Gibbs & Bruns that they would not seek
        testimony relating to the claims asserted against JPMorgan
        in the MDL Proceedings, and attempts to circumvent the
        discovery stay in the cases assigned to Judge Graham by
        the Multidistrict Panel; and

    (c) it violates Rule 30(b)(6) by not specifying topics with
        "reasonable particularity" and seeks a deposition where
        the questioning would relate to legal conclusions,
        interpretations of contract terms, and other matters that
        are not appropriate for a Rule 30(b)(6) deposition and are
        not germane for a Rule 2004 examination.

                        Debtors Respond

"Chase's specific arguments relating to the burden imposed by the
subpoena topics are few and far between, and those asserted are
simply manufactured, hyper-technical objections ill-suited for any
motion to quash, let alone a motion to quash in the Rule 2004
context," Sydney Ballesteros, Esq., at Gibbs & Bruns, in Houston,
Texas, argues.

In sum, Ms. Ballesteros says, JPMorgan is attempting to preclude
any chance of the Debtors taking true Rule 2004 examination.
JPMorgan has asserted nothing but one-line bald assertions
regarding the topics as not fitting within Chase's discredited
view of Rule 2004 discovery.

                         *    *    *

Judge Calhoun denies JPMorgan's request.

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)


NDCHEALTH: Charles Miller Accepts Senior Executive VP Position
--------------------------------------------------------------
NDCHealth Corporation (NYSE: NDC) reported that Charles W. Miller,
president, accepted the position of senior executive vice
president, corporate initiatives, as he attends to certain
personal health matters.

Effective immediately, Mr. Miller's general management and
operating responsibilities have been assumed by Walter M. Hoff,
chairman and chief executive officer, and Lee Adrean, chief
financial officer.

                       About NDCHealth

NDCHealth is uniquely positioned in healthcare as a leading
provider of point-of-care systems, electronic connectivity and
information solutions to pharmacies, hospitals, physicians,
pharmaceutical manufacturers and payers.

                         *     *     *

As reported in the Troubled Company Reporter on August 12, 2004,
Standard & Poor's Ratings Services revised its outlook on Atlanta,
Georgia-based NDCHealth Corporation to negative from stable.  The
'BB-' corporate credit and senior secured bank loan ratings, and
the 'B' subordinated debt rating, were affirmed.

"The outlook revision reflects the expectation NDCHealth likely
will experience relatively lower operating profitability levels
over the near term," said Standard & Poor's credit analyst Emile
Courtney.


NORTH AMERICAN: S&P Affirms Low-B Ratings with Negative Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on North
American Energy Partners to negative from stable.  At the same
time, the 'BB-' long-term corporate credit rating, the 'BB' senior
secured bank loan rating, and the 'B+' senior unsecured rating
were affirmed.

"The outlook revision reflects concerns that profitability and
cash flow generation have been weaker than forecasted, and as a
result, debt reduction will be limited in the near term," said
Standard & Poor's credit analyst Daniel Parker.  The company has
experienced weaker demand than forecasted for its oil sands mining
and site preparation services, particularly at the Albian Sands
project, which is a major customer of North American Energy's
services.

Acheson, Alta.-based North American Energy provides construction
services such as site preparation, ore removal, piling, and
pipeline installation to oil and gas and natural resource
companies.  The ratings reflect the company's very aggressive
financial profile and below-average business profile, which is
partially offset by its leading market position in servicing oil
sands projects.  However, the company has a leading position in
servicing oil sands projects in its core market in Alberta.  North
American Energy is well-positioned to benefit from growing oil
sands development due to its existing relationships with the major
oil sands producers, its experience and expertise with similar
projects, and its relative size advantage.

The company's financial profile is very aggressive; adjusted total
debt to capital is 73% as a result of the leveraged buyout.
Leverage is not expected to decline in the near term, as North
American Energy is unlikely to generate any excess free cash flow
that could be used to reduce debt.  EBITDA interest coverage is
expected to be about 2.2x as a result of softer demand for mining
and site preparation services.  Based on North American Energy's
existing contract base, however, and the potential for additional
work from new oil sands projects and expansions, profitability
should be moderately stable for the next 12 months.  Nevertheless,
the ratings will be lowered if profitability and cash flow
generation do not improve, as they are currently weak for the
rating category.


OGLEBAY NORTON: Tort Claimants Raise Objections to Plan
-------------------------------------------------------
A group of around 100,000 personal injury tort claimants complain
to the U.S. Bankruptcy Court for the District of Delaware about
the Second Amended Joint Plan of Reorganization filed by Oglebay
Norton Company and its debtor-affiliates on July 23, 2004.

The toxic tort claimants hold asbestos and silica-related injury
claims and sued the Debtors before they filed for bankruptcy on
February 23, 2004.  

The tort claimants complain that during the bankruptcy
proceedings, they are largely ignored as a legitimate constituency
with serious issues that need to be addressed.  

Further, the claimants say that the Plan provides generic
"pass-through" treatment for the asbestos and silica tort claims,
rather than a concrete, supportable proposal to resolve and pay
these claims.

The claimants point out that in the Plan, the Debtors classify the
Tort Claimants as unimpaired but placed them in the general class
of unsecured creditors who will get no cash on the Effective Date.  
The Debtors tried to bury the Tort Claims with Trade Creditors yet
deny them the same 100 percent payout.

The Debtors, they claim, want to streamline the confirmation
process and silence dissent by declaring in the Plan that the tort
claimants are unimpaired.  

The Tort Claimants urge the Court to reject the Plan.

Headquartered in Cleveland, Ohio, Oglebay Norton Company, mines,
processes, transports and markets industrial minerals for a broad
range of applications in the building materials, environmental,
energy and industrial market.  The Company and its debtor-
affiliates filed for chapter 11 protection on February 23, 2004
(Bankr. D. Del. Case Nos. 04-10559 through 04-10560).  The Debtors
filed a chapter 11 Joint Plan of Reorganization on April 27, 2004.  
Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger
represents the Debtors in their restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
$650,307,959 in total assets and $561,274,523 in total debts.


ORDERPRO LOGISTICS: Shareholders Propose New Business Plan
----------------------------------------------------------
OrderPro Logistics, Inc., shareholders proposed a reorganization
business plan.  The shareholders currently retained WbhLaw as its
counsel, which intended to file suit in Nevada to force OrderPro
to conduct an annual meeting.  A hearing will be set forthwith,
and the company must hold the meeting of the shareholders as soon
as possible.  Proxies will be solicited according to Federal law.

Over the past number of months, OrderPro Logistics, Inc., in the
opinion of shareholders, has been in a steady spiral of decline
due to:

   -- a loss of revenue generating operations;

   -- escalating professional fees and expenses;

   -- termination of acquisitions, negative publicity;

   -- legal actions brought by the company;

   -- actual and pending cause of actions against the company;

   -- mounting debt; and

   -- a myriad of ill advised and illegal management and board
      actions.

The result of these negative events has resulted in a dramatic
decline in share value and places the company in peril as a viable
entity.

   -- The purpose of the OPLO Reorganization Plan is to
      bring about changes within the OPLO business model and to
      restructure the management and the board of directors to
      take advantage of current and future opportunities for the
      company that will result in dramatically increased revenue
      and share value.

   -- The ORP is configured to bring about seamless changes that
      will end the negative trends experienced by the company and
      restore credibility and investor confidence.

   -- Various documents accompanying the ORP will:

         1) Validate the need to replace CEO Jeff Smuda, Robert
            Scherne and Suzanne Wojner as specified in the
            shareholder's "Resignation Demand Letter" sent to the
            OPLO board of Directors 09-21-2004 perpetrated against
            the company, federal government, and OPLO
            shareholders.

         2) Identify the new management team and board members and
            their qualifications for employment and their ability
            to implement the revised business model.

         3) Letters of Intent from various entities and
            individuals that will contribute to the implementation
            of the revised business model and its success.
    
                     The Revised Business Model

OPLO's revised business model includes reemphasis on various
elements of the previous business model that have been ignored
and/or discarded by current management with new emphasis on an
aggressive roll-up of transportation units of greater value and
return than previously acquired and targeted.

The goal of the revised business model is to immediately improve
revenue, increase share value and restore credibility to the
company.

These are the key elements of the revised OPLO revised business
model:

A. Transportation Division Revised Roll-Up Strategy

   An acquisition target that would bring an immediate revenue
   increase of over $15 million dollars and profitability to OPLO.
   The acquisition brings with it the executive management
   component required to implement all facets of the revised
   business model.

B. Brokerage and Software Divisions

   Current management has abandoned the brokerage division
   component and the software operations to the detriment of the
   company.  The OPLO software is integral to the profitable
   operation of the brokerage division and the 3PL division.  The
   revised business model will reinstitute activities in these
   areas that will attract brokerage customers through the
   efficiencies afforded by OPLO's proprietary software and
   systems offered to clients via the existing OPLO web enabled
   system.

C. Third Party Logistics (3PL) Division

   OPLO will pursue opportunities to provide third party logistics
   to customer companies and onsite manage 3PL customer's supply
   chain activities.  3PL represents a highly desirable market
   segment for OPLO.  OPLO has the expertise, the software and
   systems and human resources "on tap" to take advantage of these
   lucrative opportunities.

D. Management Components

   1) New CEO

      A CEO candidate with impeccable industry credentials will
      lead the OPLO management team in the execution of the
      revised business model.  The CEO candidate has agreed to
      employment by OPLO at the point in time as is required
      during the transition period.  An interim CEO with excellent
      industry credentials is currently an OPLO board member and
      will aid in a smooth transition for the incoming CEO.

   2) New CFO

      A CFO candidate with extensive industry experience that has
      been employed by OPLO at a subsidiary operation is
      immediately available to fill this position.  His knowledge
      and experience within the industry and specifically with
      OPLO assures a smooth transition.  His addition to the team
      also allows for the elimination of redundant accounting
      functions that currently exist.

E. Auditing Issues

   Weinberg & Co., OPLO's current auditors, have charged the
   company extraordinarily exorbitant fees for auditing OPLO and
   its subsidiaries in 2003 and 2004.  Auditing costs in excess of
   400K have been paid by the company for relatively routine audit
   services as reflected in the latest 10-QSB.  These excessive
   charges have severely affected OPLO's cash flow and balance    
   sheet.  In addition, the malicious und unfounded narrative as
   provided by W&C in the last 10-KSB and 10-QSB have needlessly
   vilified OPLO's past executives, employees and consultants to
   the great detriment of the company and the shareholders.  Share
   value is currently 10% of what it was a year ago.  The market
   cap has suffered by a negative 90%.   Shareholder confidence is
   at an all time low. Business and professional relationships are
   at risk or have been rescinded or dissolved.
    
D. Subsequent Action

   -- An immediate call to demand the resignations of Jeff Smuda,
      Robert Scherne and Suzanne Wojner for reasons of fraud and
      deficiencies.  The demand was sent to the OPLO board of
      Directors 09-21-2004.

   -- Immediate installation of the new management team and board
      of directors.

   -- An immediate order to call a shareholders meeting.  Current
      management is illegally delinquent under the laws of Nevada
      concerning annual shareholder meeting requirements.  A law
      firm representing shareholders has filed a suit that will
      inform the Nevada court of said delinquency.  The Nevada
      court will order the calling of the annual shareholders
      meeting.
    
The authors and supporters of the OPLO Reorganization Plan
anticipate the participation and cooperation of shareholders in a
mandate to bring about increased share value by exercising their
voting privilege at the upcoming shareholders meeting.
Shareholders will be notified of the date that the shareholders
meeting will take place as ordered by the Nevada court.

                       About the Company

OrderPro Logistics, Inc. is a customer-oriented provider of
innovative and cost-effective logistics solutions.  With expertise
in multi-modal transportation management, OrderPro provides
complete supply chain management, including transportation
services, freight brokerage, on-site logistics management,
packaging assessment, process improvement consulting, claims
management, private fleet management and procurement management.

                         *     *     *

As reported in the Troubled Company Reporter on August 24, 2004,
OrderPro Logistics, Inc.'s consolidated financial statements have
been prepared on a going concern basis, which contemplates the
realization of assets and the settlement of liabilities and
commitments in the normal course of business.  As reflected in the
Company's condensed consolidated financial statements, the Company
has a net loss of $6,313,458, a negative cash flow from operations
of $714,627 and a working capital deficiency of $1,019,391.  These
factors raise substantial doubt about its ability to continue as a
going concern.


PACIFIC GAS: Gets CPUC Approval of System Safety Expenditures
-------------------------------------------------------------
In 1996, pursuant to the California electric industry  
restructuring legislation, the California Public Utilities  
Commission authorized Pacific Gas and Electric Company to collect  
a total of $405,000,000 in base revenues in 1997 and 1998 to  
enhance its transmission and distribution system safety and  
reliability.  The CPUC retained the authority to determine how  
much of the authorized base revenue increases collected by PG&E  
were actually spent on system safety and reliability during 1997  
and 1998.  As required by the CPUC, in early 1999, PG&E filed its  
application for review and approval of its expenditures related  
to these enhancements.  In March 2004, a proposed decision was  
issued which proposed to disapprove $44,200,000 in expenses and  
$24,000,000 in capital for 1997 and 1998.  The proposed decision  
also would have deferred review of $17,200,000 in storm-related  
expenses and $34,900,000 in storm-related capital expenditures  
for 1997 and 1998, to another CPUC proceeding.

In a regulatory filing with the Securities and Exchange  
Commission, Dinyar B. Mistry, PG&E Vice President and Controller,  
reports that on September 2, 2004, the CPUC voted to adopt a  
decision approving PG&E's expenditures in 1997 and 1998 to  
enhance its transmission and distribution system safety and  
reliability, subject to a disallowance of $930,000 in capital  
incurred in 1997 and $2,499,000 in expense incurred in 1998.  In  
addition, the decision defers review of $20,700,000 in storm-
related capital expenditures incurred in 1997 and 1998 and  
$8,400,000 in storm-related expenses incurred in 1998.  The CPUC  
directed PG&E to seek approval of these costs in a different  
proceeding.

As a result of the CPUC's decision, PG&E expects to record a net  
pre-tax gain, after taking into account a previously accrued  
reserve related to these costs, of $10,000,000.

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


PACIFICARE HEALTH: Moody's Affirms Ba2 Senior Implied Rating
------------------------------------------------------------
Moody's Investors Service affirmed the debt ratings of PacifiCare
Health Systems, Inc., following the company's announcement that
they had entered into a definitive agreement to acquire American
Medical Security Group, Inc.  

The acquisition, Moody's said, will provide PacifiCare the
opportunity to further grow its commercial business by providing
enhanced administrative and selling capabilities.  It also
provides PacifiCare with additional geographic markets in which to
sell its products and further diversify outside of California.  
Moody's also noted, that the acquisition will allow PacifiCare to
further reduce reliance on earnings from Medicare and create a
better balance between its commercial and Medicare businesses.  In
addition, the rating agency stated, that it expects the company to
realize expense saving synergies as it combines the administration
of its small group business to one platform.

American Medical Security, which is headquartered in Green Bay,
Wisconsin, provides individual and small group insurance products,
including medical, dental, life, prescription drug, and disability
benefits.  The company currently has approximately 315,000
commercial medical members in 33 states.  Moody's stated that of
these 33 states only six overlap with PacifiCare's current
marketing area.  For the six months ending June 30, 2004, American
Medical Security reported consolidated GAAP revenues of
approximately $370 million and as of June 30, 2004 shareholders'
equity was approximately $235 million.

According to Moody's, the total equity purchase price of the deal
will be $502 million.  The company will also assume $30 million of
existing American Medical Security debt.  The transaction will be
financed with a $400 million new term loan and existing cash.  
While the resulting financial leverage of PacifiCare will be
slightly in excess of 30%, the rating agency notes that the
company plans to pay down the debt aggressively, bringing the debt
to capital ratio below 30% by the end of 2005.

As a result of the relatively small size of American Medical
Security compared to PacifiCare and the limited market segment
that American Medical Security sells to, Moody's views the
integration challenges involved in this merger as modest.  The
deal is expected to be completed in early 2005, pending the
approvals of the American Medical Security shareholders, and the
Wisconsin and Georgia Departments of Insurance.

These ratings have been affirmed with a stable outlook:

   * PacifiCare Health Systems, Inc.:

     -- senior implied rating Ba2;
     -- secured bank facility Ba2;
     -- senior unsecured debt rating Ba3;
     -- issuer rating Ba3; and
     -- convertible subordinated notes B1.

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


PARMALAT: Court Extends Milk Employees Collective Bargaining Pact
-----------------------------------------------------------------
Before filing for chapter 11 protection, Farmland Dairies, LLC, a
Parmalat USA Corporation debtor-affiliate, was a member of the
Milk Industry Labor Association of New York -- a multi-employer
bargaining group comprised of six additional dairies and
distributors in the metropolitan New York and New Jersey area.  

On May 18, 2002, MILA, on behalf of its members, entered into a
collective bargaining agreement with Milk Drivers & Dairy
Employees Local No. 584, International Brotherhood of Teamsters,
AFL-CIO.  The term of the CBA ran from December 1, 2001, through
May 31, 2004.  On April 14, 2004, Farmland withdrew from MILA.

When the CBA expired, Farmland and the Union agreed to extend its
terms as applied to Farmland through August 15, 2004.  On
August 13, 2004, MILA and the Union entered into a Memorandum of
Agreement that:

    (i) extended the term of the CBA until June 30, 2005; and

   (ii) increased the contribution to the Local 584 Welfare Fund
        on behalf of all employee beneficiaries by $0.75 per hour
        effective August 1, 2004, through April 30, 2004, and by
        an additional $0.25 after May 1, 2005.

Farmland is currently operating without the protection of the
CBA.

Gary T. Holtzer, Esq., at Weil, Gotshal & Manges, LLP, in New
York, relates that approximately 140 employees at Farmland's
Brooklyn, New York, facility are represented by the Union.  The
Brooklyn Facility processes, bottles and distributes approximately
600,000 gallons of product per week.  The Union Employees receive,
process, package, load, deliver and account for one-third of
Farmland's business in the northeast.  To avoid any disruption to
Farmland's operations that may result from the absence of a
collective bargaining agreement in place at the Brooklyn Facility,
like work stoppages and related costs, Farmland and the Union have
agreed to enter into an Extension Agreement to modify and extend
the terms of the CBA on terms identical to the MILA Agreement.

The Extension Agreement is the product of good-faith and
arm's-length negotiations, and enables the parties to avoid the
uncertainties and substantial risks attendant to the expiration of
the CBA.

The salient terms of the Extension Agreement are:

   (a) The CBA as applied to Farmland will be further extended in
       the identical terms and conditions set forth in the MILA
       Agreement;

   (b) The Extension Agreement will be immediately binding on the
       Parties and will remain in effect until June 30, 2005;

   (c) Farmland expressly reserves all its rights under the
       Bankruptcy Code, including, but not limited to, its rights
       under Sections 1113 and 1114 of the Bankruptcy Code.

Farmland estimates that the proposed eventual $1.00 per hour
increase in welfare fund contributions approximates a 3% annual
increase to the current total labor costs per hour.  This increase
is consistent with the increase met by the MILA-member dairies and
distributors, and Farmland believes that it represents a fair-
market increase.

Mr. Holtzer states that the Extension Agreement will promote labor
stability and ensure the continuation of uninterrupted operations
at the Brooklyn Facility.  The Union Employees operate the
processing equipment at the Brooklyn Facility, load and unload
Farmland's products on and off from trucks, and deliver the
products to grocery store chains and boutique convenience stores
in the five boroughs of New York City.  Without these Union
Employees, Farmland would be unable to receive, process or deliver
its perishable products.  In the absence of an agreement to extend
the CBA, the risk of strike is greatly increased.

At Farmland's request, Judge Drain approves the Extension
Agreement.

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: Committee Asks Court to Approve Ted Lodge Retention Plan
-----------------------------------------------------------------
Ted S. Lodge is currently the President, Chief Operating Officer
and Counsel for each of the Debtors.  Mr. Lodge is responsible for
all of the Debtors' operations, including satellite television and
broadcast television.  Mr. Lodge previously served as Executive
Vice President, Chief Administrative Officer, General Counsel, and
Secretary of Pegasus Satellite Communications from 1996 to
December 2001.  In addition, Mr. Lodge serves as a Director of
Debtors PSC, Pegasus Media & Communications, Inc., Argos Support
Services Company, and Portland Broadcasting, Inc.  Mr. Lodge is
employed pursuant to the terms of an Executive Employment
Agreement dated July 21, 2002.

Robert J. Keach, Esq., at Bernstein, Shur, Sawyer & Nelson, in
Portland, Maine, tells the Court that Mr. Lodge's experience and
extensive knowledge of the Debtors were a critical component to
the Debtors' ability to successfully negotiate the Global
Settlement, and are vital to the consummation of the sale of the
Satellite Assets, including the transition of services and
subscribers to DIRECTV, and the consummation of a Chapter 11 plan
or plans for the Debtors.

The Supplemental Retention Plan is designed to induce Mr. Lodge to
continue in his current position with the Debtors through the
consummation of a Chapter 11 plan or plans, and reward Mr. Lodge
for his successful efforts in bringing significant value to the
Debtors' estates through negotiation, approval and consummation of
the Global Settlement, Asset Purchase Agreement and the
Cooperation Agreement.  The Supplemental Retention Plan consists
of three components:

   (a) A $1,000,000 payment payable on the closing of the sale of
       the Satellite Assets;

   (b) A $400,000 payment payable on the consummation of a
       Chapter 11 plan or plans for the Debtors; and

   (c) Family coverage benefits under the healthcare continuation
       coverage in accordance with the requirements of Part 6 of   
       Title I of the Employee Retirement Income Security Act and
       Section 4980B of the Internal Revenue Code.

The Official Committee of Unsecured Creditors supports the
Debtors' request for a Supplemental Management Retention Plan for
Ted S. Lodge, the President and Chief Executive Officer of
Pegasus Communication Corporation.

Based on Mr. Lodge's critical role during the intense negotiations
leading to the Global Settlement and the importance of his
services to the Debtors' continued operations, the Committee
believes that the Debtors are exercising reasonable business
judgment in their Request.

Accordingly, the Committee asks the Court to grant the Debtors'
Request.

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)


PENN TRAFFIC: Postponing Disclosure Statement Hearing to Oct. 21
----------------------------------------------------------------
The Penn Traffic Company (OTC: PNFTQ.PK) received multiple
compelling proposals for a sale-leaseback transaction involving
most of its owned stores and distribution center properties that
could result in substantial aggregate net proceeds.  Accordingly,
the Company is postponing the September 23, 2004 hearing to
approve the Disclosure Statement for its proposed Plan of
Reorganization until October 21, 2004.

Penn Traffic would use the net cash proceeds from the proposed
sale-leaseback transaction, in part, to repay all of its senior
secured bank debt in full, to invest in continuing to modernize
and enhance its store base, and for other working capital needs.  
The sale-leaseback proposals received by Penn Traffic are non-
binding indications of interest and any definitive transaction
remains subject to execution of binding agreements and other
customary conditions, including approval of the U.S. Bankruptcy
Court for the Southern District of New York.

Penn Traffic filed its Plan of Reorganization with the U.S.
Bankruptcy Court for the Southern District of New York last month,
and a hearing to approve the Disclosure Statement for that Plan
was scheduled for September 23, 2004.  The previously filed Plan
of Reorganization contemplated that reorganized Penn Traffic would
emerge from chapter 11 with approximately $55 million of senior
secured bank debt and approximately $50 million of undrawn
availability under its proposed working capital revolving credit
facility.

In light of the potential sale-leaseback transaction and the
significant change it would have on Penn Traffic's capital
structure upon emergence from chapter 11, the Company has decided
to postpone the September 23rd Disclosure Statement hearing to
give it more time to consider the sale-leaseback proposals and
determine whether to file an amended Plan of Reorganization that
would include a detailed description of the sale-leaseback
transaction and the resulting adjustments to Penn Traffic's
capital structure.  Penn Traffic's Creditors' Committee, as well
as its senior secured bank lenders, have informed the Company that
they support the postponement of the Disclosure Statement hearing
and the further consideration of the sale-leaseback proposals.

Robert Chapman, President and CEO of Penn Traffic, said, "The
proposed sale-leaseback transaction offers many potential benefits
to the Company that require further review and due consideration.  
The proposals on the table would unlock the intrinsic value in the
Company's real estate assets, eliminate the need for any long term
debt upon the Company's emergence from bankruptcy and
significantly enhance our liquidity, which will in turn enhance
our ability to compete in our core markets.  Because of these
benefits, the Company, with the support of its banks and creditors
committee, has decided to postpone this week's bankruptcy court
hearing to explore these very compelling proposals.  We remain
fully committed to the successful restructuring of Penn Traffic on
a timely basis."

Headquartered in Rye, New York, Penn Traffic Company distributes
through retail and wholesale outlets.  The Group through its
supermarkets carries on the retail and wholesale distribution of
food, franchise supermarkets and independent wholesale accounts.
The Company filed for chapter 11 protection on May 30, 2003
(Bankr. S.D.N.Y. Case No. 03-22945). Kelley Ann Cornish, Esq., at
Paul Weiss Rifkind Wharton & Garrison, represent the Debtors in
their restructuring efforts. When the grocer filed for protection
from their creditors, they listed $736,532,614 in total assets and
$736,532,610 in total debts.


PRIME HOSPITALITY: 96.6% of Noteholders Agree to Amend Indenture
----------------------------------------------------------------
Prime Hospitality Corp. (NYSE: PDQ) reported that as of 5:00 p.m.,
New York City time, on September 22, 2004, it had received tenders
and consents from holders of approximately $172.6 million
principal amount (approximately 96.6%) of its 8-3/8% Senior
Subordinated Notes due 2012 in connection with its previously
announced cash tender offer and consent solicitation for the
Notes.  The tender offer and consent solicitation are being
conducted in connection with Prime Hospitality's previously
announced agreement to merge with an affiliate of The Blackstone
Group.

Prime Hospitality will as soon as practicable execute a
supplemental indenture amending the indenture governing the Notes
to eliminate substantially all of the restrictive covenants and
certain events of default, amend the merger and consolidation
covenant and make changes to the defeasance provisions (and make
related changes in the Notes).  Although the supplemental
indenture will be executed as soon as practicable, the amendments
will not become operative until immediately prior to the Merger
and provided that all validly tendered Notes are accepted for
purchase pursuant to the tender offer upon consummation of the
Merger.

Notes may be tendered pursuant to the tender offer until
8:00 a.m., New York City time, on October 8, 2004, or such later
date and time to which the tender offer expiration date is
extended. Holders validly tendering Notes after 5:00 p.m., New
York City time, on September 22, 2004 but prior to the tender
offer expiration date will not be eligible to receive the consent
payment of $30.00 per $1,000 principal amount of Notes.

This press release is neither an offer to purchase nor a
solicitation of an offer to sell the Notes.  The tender offer and
consent solicitation are being made only pursuant to the Offer to
Purchase and Consent Solicitation Statement dated Sept. 9, 2004
and the related Consent and Letter of Transmittal, as the same may
be amended from time to time.  Persons with questions regarding
the tender offer or the consent solicitation should contact:

      The Information Agent
      Telephone: (212) 269-5550 (for banks and brokers only)
      Toll Free: (800) 628-8532 (for all others)

Persons with questions regarding the tender offer or the consent
solicitation can also Banc of America Securities LLC or Bear,
Stearns & Co., Inc., which are acting as Dealer Managers and
Solicitation Agents for the tender offer and the consent
solicitation:

      Banc of America Securities LLC
      Toll Free: (888) 292-0070
      Telephone: (704) 388-9217

            -- or --

      Bear, Stearns & Co. Inc.
      Toll Free: (877) 696-BEAR

This release is for informational purposes only and is neither an
offer to purchase nor a solicitation of an offer to sell the
Notes.  The offer to buy the Notes is only being made pursuant to
the tender offer and consent solicitation documents, including the
Offer to Purchase and Consent Solicitation Statement that Prime
Hospitality has distributed to holders of the Notes.  The tender
offer and consent solicitation are not being made to holders of
the Notes in any jurisdiction in which the making or acceptance
thereof would not be in compliance with the securities, blue sky
or other laws of such jurisdiction.  In any jurisdiction in which
the tender offer or consent solicitation are required to be made
by a licensed broker or dealer, they shall be deemed to be made by
Banc of America Securities LLC or Bear, Stearns & Co. Inc. on
behalf of the Company.

                         *     *     *

As reported in the Troubled Company Reporter on August 23, 2004,
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit and 'B' subordinated debt ratings on Prime Hospitality,
Corp., on CreditWatch with negative implications.

Fairfield, New Jersey-based hotel operator had about $223 million
of debt outstanding at the end of June 2004.

"The CreditWatch listing reflects the planned acquisition of Prime
by affiliates of The Blackstone Group for $12.25 per share, or a
total value of more than $790 million including debt," said
Standard & Poor's credit analyst Sherry Cai. The transaction is
expected to close in the fourth quarter of 2004, subject to
shareholder approval and other customary conditions.


PROVIDIAN FINANCIAL: Completes $650 Million Term Securitization
---------------------------------------------------------------
Providian National Bank, Providian Financial Corporation's
(NYSE:PVN) bank subsidiary, completed the sale of $650 million of
Series 2004-D fixed rate notes issued by Providian Gateway Owner
Trust 2004-D which are backed by a certificate issued by the
Providian Gateway Master Trust.  The expected final payment date
of the offered classes of Series 2004-D is September 17, 2007.  
The offered classes of Series 2004-D included $439.8 million Class
A notes, $50.6 million Class B notes, $89.5 million Class C notes
and $70.1 million Class D notes.

The Providian Gateway Owner Trust 2004-D notes have not been and
will not be registered under the Securities Act of 1933 or any
state securities law and may not be offered or sold in the United
States absent registration or an applicable exemption from
registration requirements.

                        About Providian

San Francisco-based Providian Financial is a leading provider of
credit cards to mainstream American customers throughout the U.S.
By combining experience, analysis, technology and outstanding
customer service, Providian seeks to build long-lasting
relationships with its customers by providing products and
services that meet their evolving financial needs.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 10, 2004,
Standard & Poor's Ratings Services affirmed its ratings on
Providian Financial Corp., including its 'B' long-term
counterparty credit rating, and its bank subsidiary, Providian
National Bank, including its 'BB-/B' counterparty credit ratings,
and revised the outlook to positive from stable.

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


QUIGLEY COMPANY: Hires Trumbull Group as Claims Agent
-----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Quigley Company, Inc., permission to employ The Trumbull
Group, LLC, as its claims and noticing agent.

The Trumbull Group will:
                                                                  
    a) prepare and serve required notices in the Reorganization
       Case including:

          (i) a notice of the commencement of the chapter 11
              case and the initial meeting of creditors under
              section 341(a) of the Bankruptcy Code,

         (ii) a notice of the claims bar date, if any,

        (iii) notices of objection to claims,

         (iv) notices of any hearings on any disclosure
              statement and confirmation of any plan, and

          (v) other miscellaneous notices as Quigley Company or
              the Bankruptcy Court may deem necessary or
              appropriate for an orderly administration of this
              chapter 11 case;

    b) file electronically with the Clerk's Office within five
       business days after the service of a particular notice, a
       certificate or affidavit of service that includes:

          (i) a copy of the notice served,

         (ii) an alphabetical list of persons on whom the notice
              was served, along with their addresses, and

        (iii) the date and manner of service;

    c) maintain copies of all proofs of claim and proofs of
       interest filed in this case;

    d) service of pleadings as required by Quigley Company;

    e) maintain official claims registers in this case by
       docketing all proofs of claim and proofs of interest in a
       claims database that includes the following information    
       for each claim or interest asserted:

          (i) the name and address of the claimant or interest
              holder and any agent, if the proof of claim or
              proof of interest was filed by an agent,

         (ii) the date the proof of claim or proof of interest
              was received by the Court,

        (iii) the claim number assigned to the proof of claim or
              proof of interest, and

         (iv) the asserted amount and classification of the
              claim;

    f) provide the following additional services related to
       claims processing if necessary:

          (i) implement necessary security measures to ensure
              the completeness and integrity of the claims
              registers,

         (ii) make available to the Clerk's Office access to The
              Trumbull's database to view claims and the claims
              registers,

        (iii) maintain an up-to-date mailing list for all
              entities that have proofs of claim or proofs of
              interest and make such list available upon request
              to the Clerk's Office or any party in interest,

         (iv) provide access to the public for examination of
              copies of the proofs of claim or proof of interest
              filed in this case without charge during regular
              business hours,

          (v) record all transfers of claims pursuant to
              Bankruptcy Rule 3001(e) and provide notice of such
              Transfers as required by Rule 3001(e), if directed
              to do so by the Court,

         (vi) comply with applicable federal, state, municipal,
              and local statues, ordinances, rules, regulations,
              orders, and other requirements,

        (vii) provide temporary employees to process claims, as
              necessary,

       (viii) comply with further conditions and requirements as
              the Clerk's Office or the Court may at any time
              prescribe, and

         (ix) provide other claims processing, noticing, and
              related administrative services as Quigley Company
              may request from time to time.

Lorenzo Mendizabal, President of The Trumbull Group, reports the
firm's professionals bill:
              
        Designation                                Hourly Rate
        -----------                                -----------
        Senior Consultant                          $300 - 230
        Consultant                                  225 - 175
        Sr. Automation Consultant                   185 - 165
        Automation Consultant                       160 - 140
        Assistant Case Manager/Data Specialist      125 - 110
        Administrative Support                       50

The Trumbull Group does not have any interest adverse to the
Debtor or its estate.

Headquartered in Manhattan, New York, Quigley Company Inc., is a
subsidiary of Pfizer, Inc., which used to produce and market a
broad range of refractories and related products to customers in
the iron, steel, glass and other industries.  The Company filed
for chapter 11 protection on September 3, 2004 (Bankr. S.D.N.Y.
Case No. 04-15739) to resolve legacy asbestos-related liability.
When the Debtor filed for protection from its creditors, it listed
assets of $155,187,000 and debts of $141,933,0000.  Pfizer agreed
to contribute $405 million to an Asbestos Claims Settlement Trust
over 40 years through a note, contribute approximately $100
million in insurance and forgive a $30 million loan to Quigley.
Michael L. Cook, Esq., at Schulte Roth & Zabel LLP, represents the
Company in its restructuring efforts.             
       

RIPLEY DODGE CHRYSLER: Case Summary & Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Ripley Dodge Chrysler Jeep, Inc.
        687 Highway 51 North
        Ripley, Tennessee 38063

Bankruptcy Case No.: 04-14222

Type of Business: The Company is a new and used car, jeep,
                  and truck dealer.

Chapter 11 Petition Date: September 21, 2004

Court: Western District of Tennessee (Jackson)

Judge: G. Harvey Boswell

Debtor's Counsel: Timothy B. Latimer, Esq.
                  Utley & Latimer, P.C.
                  425 East Baltimore
                  Jackson, Tennessee 38301
                  Tel: (731) 424-3315

Total Assets: $1,183,827

Total Debts:  $1,234,985

Debtor's 20 largest unsecured creditors:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
Lauderdale County Bank        Motorhome                 $122,672
                              Value of Security:
                              $122,000

Russell Phipps                                           $80,000

Patriot Bank                  Office Equipment           $66,000
                              and Tools
                              Value of Security:
                              $40,000

David Lewis & Associates      Software Lease             $20,000

American Express                                          $8,239

Yellow Book USA                                           $5,243

The Covington Leader                                      $5,070

DaimlerChrysler/Mopar Parts                               $4,387

CableOne, Inc.                                            $3,868

Aspen Promotion                                           $3,500

The Shopper                                               $2,456

Reliable Glass and Paint Co., Inc.                        $1,563

American Classifieds                                      $1,420

HRL TV                                                      $897

Tennessee Medical Equipment Inc.                            $897

Adesa Auto Auction                                          $529

Reeves Auto Delivery                                        $660

The Lauderdale Voice                                        $485

Better Business Bureau                                      $400

Miss. Cylinder Head Service, Inc.                           $400


RIVERSIDE FOREST: Tolko Willing to Settle for 51% Equity Stake
--------------------------------------------------------------
Tolko Industries Ltd. intends to vary its August 31, 2004 offer to
acquire all of the outstanding common shares of Riverside Forest
Products Limited by reducing the minimum tender condition
currently contained in the offer from 75% to 51%.

Under the terms of the varied offer, Tolko's obligation to take up
and pay for shares will be subject to sufficient shares being
tendered to the offer and not withdrawn so that, when combined
with the 18.6% Tolko and its affiliates already own, Tolko would
own at least 51% of Riverside's common shares, on a fully diluted
basis.

All other terms and conditions of the offer remain unchanged.

Tolko has decided to reduce the minimum tender condition in
response to comments made in Riverside's directors' circular which
indicated that Tolko would be unable to complete its offer under
the existing terms as directors and senior officers of Riverside
holding 28.5% of the shares had advised the board of Riverside
that they do not intend to tender their shares to Tolko's offer.

Tolko expects to file and deliver a formal notice of variation
today.  The offer will continue to expire at 9:00 pm (Vancouver
time) on October 6, 2004, unless extended or withdrawn prior to
that time.

                  About Tolko Industries Ltd.

Founded in 1961, Tolko is a privately owned forest products
company employing over 2,400 people.  Tolko has ten manufacturing
divisions in British Columbia, Alberta, Saskatchewan and Manitoba,
and produces dimension lumber, specialty kraft paper, plywood,
oriented strand board, wood chips and engineered wood products
which are sold to world markets.  Tolko has been a shareholder of
Riverside since 2000.

Tolko is amalgamated under the Canada Business Corporations Act.  
Its head office is located at 3203-30th Avenue, Vernon, British
Columbia, (PO Box 39) V1T 2C6. Tolko's telephone number is 250-
545-4411 and website is http://www.tolko.com/

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

                         *     *     *

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


SCHLOTZSKY'S: Wants Open-Ended Deadline to Decide on Leases
-----------------------------------------------------------
Schlotzsky's, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Western District of Texas, San Antonio
Division, to extend the period within which they can elect to
assume, assume and assign, or reject unexpired leases of
nonresidential real property.  

The Debtors tell the Court that at this time, they are unable to
determine the necessity or propriety of assuming the leases.
Schlotzsky's need more information to make an informed business
judgments regarding the assumption or rejection of all the leases.

The Debtors are currently working toward the preparation of a Plan
of Reorganization and ask the Court for an extension of time to
make lease-related decisions through the confirmation of a Plan of
Reorganization.

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.


SCOTT ACQUISITION: Hires Delaware Claims as Claims Agent
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
authority for Scott Acquisition Corp., and its debtor-affiliates
to employ Delaware Claims Agency, LLC, as its claims, noticing and
balloting agent.

Delaware Claims will:

    a) prepare and serve required notices in this chapter 11
       case including:
       
         (i) notice of bankruptcy filing, of the section 341
             meeting of creditors, of the claims bar date, and
             of other issues related to the filing in the forms
             approved by the Bankruptcy Clerk, the Office of the
             U.S. Trustee and the Bankruptcy Court,

        (ii) notices of objections to claims,

       (iii) notices of any hearings on a disclosure statement
             and confirmation of a plan of reorganization or
             liquidation, and

        (iv) other notices as the Debtors or the Court may deem
             necessary or appropriate for an orderly
             administration of this chapter 11 case;

    b) file with the Clerk's Office a declaration of service,
       within five business days after the service of a
       particular notice, that includes:

         (i) a copy of the notice served,

        (ii) an alphabetical list of persons on whom the notice
             was served, along with their addresses, and

       (iii) the date and manner of service;

    c) maintain an electronic database and copies of the
       Debtor's schedules, statement of financial affairs and
       master creditor lists, and any amendments filed in this
       case and serve as the official copy service for all
       parties requesting copies of such documents;

    d) maintain copies of all proofs of claims and proofs of
       interest filed in this case;

    e) maintain the official claims registers in this case by
       docketing all proofs of claim and proofs of interest in a
       claims database, which includes the following information
       for each claim or interest asserted:

         (i) the name and address of the claimant or interest
             holder and any agent (if the proof of claim or
             proof of interest was filed by an agent),

        (ii) the date that the proof of claim or proof of
             interest was received by Delaware Claims or the
             Court,

       (iii) the claim number assigned to the proof of claim or
             proof of interest,

        (iv) the asserted amount and classification of the
             claim, and

         (v) the Debtors against which a proof of claim or
             interest is filed;

    f) implement necessary security measures to ensure the
       completeness and integrity of the claims registers;

    g) transmit to the Clerk's Office a copy of the claims
       registers as requested by the Clerk's Office;

    h) maintain a current mailing list for all entities that
       have filed proofs of claim or proofs of interest and make
       such list available upon request by the Clerk's Office or
       any party in interest;

    i) provide access to the public for examination of copies of
       the proofs of claim or proofs of interest filed in the
       case without charge during regular business hours, and
       provide copies of any such proofs of claim and proofs of
       interest to members of the public, upon request, at a
       cost that is no greater than the per-copy price that is
       charged by the Court's third-party copy service;

    j) record all transfers of claims pursuant to Rule 3001(e)
       of the Federal Rules of Bankruptcy Procedure and provide
       notice of such transfers as required by Bankruptcy Rule
       3001(e), and record all claims filed by a debtor or
       trustee pursuant to Bankruptcy Rule 3004 and provide
       notice of such claims are required by Bankruptcy Rule
       3004;

    k) comply with applicable federal, state, municipal and
       local statutes ordinances, rules, regulations, orders and
       other requirements;

    l) employ temporary employees to process claims, as
       necessary;

    m) comply with further conditions and requirement as the
       Clerk's Office or the Court may at any time prescribe;

    n) provide balloting and solicitation services, including
       preparing ballots, producing personalized ballots and
       tabulating creditor ballots on a daily basis; and  

    o) provide other claims processing, noticing and related
       administrative services as may be requested from time
       by the Debtors.

Mr. Joseph L. King, Director of Case Administration at Delaware
Claims, reports that the firm's professionals bill:

    Designation                   Hourly Rate
    -----------                   -----------
    Senior Consultants               $130
    Technical Consultants             115
    Associate Consultants             100
    Processors and Coordinators        50

Delaware Claims does not have any interest adverse to the Debtor
or its estate.

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


SEROLOGICALS CORP: S&P Places BB- Rating on Planned $110M Facility
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BB-' rating to
laboratory supply company Serologicals Corp.'s proposed
$110 million credit facility.  Proceeds of the borrowings will
help fund Serologicals' $205 million purchase of privately held
Upstate Biotech, Inc.

A recovery rating of '1' was also assigned to the new loan,
indicating a high expectation for full recovery of principal.  The
'B+' corporate credit and 'B-' subordinated ratings on Atlanta,
Ga.-based Serologicals have been affirmed.  The outlook is stable.

"The acquisition of Upstate Biotech broadens Serologicals'
existing portfolio of specialty laboratory reagents by adding a
substantial range of tools to research cell signaling," said
Standard & Poor's credit analyst David Lugg.  "Moreover, Upstate
has a rapidly growing business that performs assays on a contract
basis, a new opportunity for Serologicals."

The low, speculative-grade ratings on Serologicals continue to
reflect the risks related to its acquisitive growth model and its
vulnerable niche positions in the laboratory supply market.  The
company produces a range of products used by health care companies
to discover and manufacture drugs and diagnostic products.  Its
products range from specialized reagents for basic research to
supplements used in the manufacture of monoclonal antibodies.  The
supplements are attractive because of the high margins they
command and because the drug company customers that use them face
high switching costs imposed by regulation.

The research reagent business, meanwhile, is being expanded mostly
through acquisitions; the Upstate Biotech acquisition is the
second in less than two years in support of this business, and
upon its completion, research reagents will contribute the largest
share of Serologicals' revenues.

Nevertheless, the company commands a relatively small share of its
markets and competes with larger and better-capitalized companies.
Serologicals' original business, the collection of human blood
plasma for use in the diagnosis and treatment of various medical
conditions, was sold early in 2004.  This franchise was poorly
situated in an industry increasingly dominated by large,
vertically integrated plasma collectors and fractionators.


SOLECTRON CORP: Names Marty Neese Executive Vice President
----------------------------------------------------------
Solectron Corporation (NYSE:SLR), a provider of electronics
manufacturing and integrated supply chain services, appointed
Marty Neese as executive vice president, Worldwide Sales and
Account Management.

Mr. Neese, who joined Solectron Sept. 2, is responsible for all
customer and account-related activities.  He reports to Mike
Cannon, president and chief executive officer.

"I am delighted to have Marty join Solectron.  He has extensive
industry experience and I am confident he will make significant
contributions to the company," said Mr. Cannon.

Ms. Neese most recently was vice president of worldwide sales
operations at Sanmina-SCI, where he was responsible for all
customer relationship activities.  Prior to that position,
Ms. Neese led Sanmina-SCI's program management activities.  In
addition, he spent six years at Jabil Circuit as an SMT line
production manager and director of business development.  He also
served as a battery commander and battalion supply and logistics
officer in the U.S. Army.

Ms. Neese holds a master's degree in business administration from
the University of Florida and a bachelor's degree in quantitative
business systems from the U.S. Military Academy.

                        About Solectron

Solectron Corporation -- http://www.solectron.com/-- provides a  
full range of worldwide manufacturing and integrated supply chain
services to the world's premier high-tech electronics companies.
Solectron's offerings include new-product design and introduction
services, materials management, high-tech product manufacturing
and product warranty and end-of-life support. The company is based
in Milpitas, Calif., and had sales from continuing operations of
$9.8 billion in fiscal 2003.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 1, 2004,
Standard & Poor's Ratings Services assigned its 'B+' bank loan
rating and its '2' recovery rating to Milpitas, California-based
Solectron Corp.'s $500 million senior secured revolving credit
facility due 2007.

"The bank loan rating--which is rated the same as the company's
corporate credit rating--and the company's recovery rating reflect
Standard & Poor's expectation for substantial recovery of
principal (80%-100%) by lenders in the event of a default or
bankruptcy," said Standard & Poor's credit analyst Emile Courtney.
At the same time, Standard & Poor's affirmed Solectron's corporate
credit and other ratings.  The outlook is positive.


SOLUTIA INC: Wants to Employ FBG as Special Balloting Agent
-----------------------------------------------------------
Before the Petition Date, Solutia, Inc., issued three series of
bonds:

    (a) 6.72% Debentures due 2037,
    (b) 7.375% Debentures due 2027, and
    (c) 11.25% Senior Secured Notes due 2009.

Solutia also issued common stock, which is traded publicly on the
New York Stock Exchange.

According to M. Natasha Labovitz, Esq., at Gibson, Dunn &
Crutcher, LLP, in New York, the Debtors' Chapter 11 cases involve
thousands of Security Holders to whom certain notices, including
the notice of the bar date, must be sent and whose ballots must be
tabulated for the purpose of voting on the Debtors' plan or plans
of reorganization.  The large number of Security Holders could
impose significant administrative and other burdens on the Clerk
of the Bankruptcy Court during the Debtors' cases.  To relieve the
Clerk of these burdens, the Debtors ask Judge Beatty to appoint
Financial Balloting Group, LLC, as their special noticing,
balloting and tabulating agent in these Chapter 11 cases.

In December 2003, the Debtors employed The Trumbull Group, LLC, as
their claims agent.  Trumbull's responsibilities pertain to
general noticing and claims administration and do not overlap with
the special noticing, balloting and tabulating services with
respect to the Security Holders to be provided by FBG,
Ms. Labovitz says.  Moreover, FBG will work closely with Trumbull
to ensure that there is no duplication of services.

Ms. Labovitz relates that FBG is well qualified to act as the
Special Noticing, Balloting and Tabulating Agent in the Debtors'
cases.  FBG is an international counseling firm and its
professionals are highly experienced in all types of bankruptcy
noticing and solicitations.  The person at FBG with primary
responsibility for fulfilling the Debtors' requirements is Jane
Sullivan.  As FBG's Executive Director, Ms. Sullivan has extensive
familiarity with bankruptcy solicitations and notice mailings.  
Ms. Sullivan has more than 20 years of experience in public
securities solicitations and other transactions and has
specialized in bankruptcy solicitations since 1991.  Ms. Sullivan
has worked on more than 90 prepackaged and traditional bankruptcy
solicitations.

As Special Noticing, Balloting and Tabulating Agent, FBG will:

    (a) provide advice to the Debtors and their counsel regarding
        all aspects of the plan vote, including timing issues,
        voting and tabulation procedures and documents needed for
        the vote;

    (b) review the voting portions of the disclosure statement and
        ballots, particularly as they may relate to beneficial
        owners of the Securities held in Street name;

    (c) work with the Debtors to request appropriate information
        from the trustee(s) of the Bonds, the transfer agent of
        the common stock, and The Depository Trust Company;

    (d) mail voting documents and other notice documents, like the
        bar date notice, as requested to the registered record
        Security Holders;

    (e) coordinate the distribution of voting documents and other
        notice documents to Street name Security Holders by
        forwarding the appropriate documents to the banks and
        brokerage firms holding the securities, who in turn will
        forward them to beneficial owners;

    (f) distribute copies of the master ballots to the appropriate
        nominees so that firms may cast votes on behalf of
        beneficial owners;

    (g) prepare certificates of service for filing with the Court,
        as appropriate;

    (h) handle requests for documents from parties-in-interest,
        including brokerage firm and bank back-offices and
        institutional Security Holders;

    (i) respond to telephone inquiries from Security Holders
        regarding the disclosure statement and the voting
        procedures.  FBG will restrict its answers to the
        information contained in the plan and notice documents.
        FBG will seek assistance from the Debtors or their counsel
        on any questions that fall outside of the voting
        documents;

    (j) if requested to do so, make telephone calls to confirm
        receipt of plan and other notice documents and respond to
        questions about the voting procedures;

    (k) if requested to do so, assist with an effort to identify
        beneficial owners of the Bonds;

    (l) receive and examine all ballots and master ballots cast by
        creditors and Security Holders;

    (m) tabulate all ballots and master ballots of Security
        Holders received before the voting deadline in accordance
        with established procedures, and prepare a vote
        certification for filing with the Court; and

    (n) undertake other duties as may be agreed upon by the
        Debtors and FBG.

                            Compensation

The Debtors will pay FBG:

    * a project fee of $15,000, plus $3,000 for each of the
      Debtors' public securities entitled to vote on the Plan, and
      $3,000 for each public security not entitled to vote on the
      Plan but entitled to receive notice;

    * for the mailing to Security Holders, estimated labor charges
      of $1.75 to $2.25 per package, with a minimum of $500,
      depending on the complexity of the mailing;

    * a minimum charge of $2,000 to take up to 250 telephone calls
      from creditors and Security Holders within a 30-day
      solicitation period.  However, if more than 250 calls are
      received within the period, those additional calls will be
      charged at $8 per call.  Any calls to creditors or Security
      Holders will be charged at $8 per call; and

    * $100 per hour for the tabulation of ballots and master
      ballots, plus set-up charges of $1,000 for each tabulation
      element.  Standard hourly rates will apply for any time
      spent by senior executives reviewing and certifying the
      tabulation and dealing with special issues that may develop.

Consulting hours will be billed at FBG's applicable standard
hourly rates:

      Co-Chairman                              $450
      Managing Director                         400
      Practice Director/Executive Director      375
      Director                                  325
      Account Executive                         275
      Staff Assistant                           200

Ms. Labovitz discloses that notice mailings to any registered
record holders of the Securities would be charged at $0.50 to
$0.65 per Security Holder, for up to two paper notices included in
the same envelope, with a $250 minimum.  Notice mailings to Street
name holders of the Securities will be charged at a flat fee of
$7,500.  All out-of-pocket expenses relating to any work
undertaken by FBG will be charged separately.

The mailing of bar date notices, voting materials and other
notices to registered Security Holders is relatively
straightforward because the Security Holders' identities are known
and notices can be sent directly to them, Ms. Labovitz says.  
However, the mailing process is more complex for holders of
securities in Street name because the notices must be forwarded to
the beneficial owners of the Stock or Bonds by the brokers or
banks holding the Stock or Bonds, or their agents.  Thus, FBG's
employment is very important to ensure that appropriate notice is
given to all parties-in-interest.  FBG will coordinate with the
appropriate record holder firms, deliver the relevant documents to
them with instructions for forwarding, and follow up to help
ensure the notices are forwarded to the beneficial owners.  For
this service, FBG will charge between $0.50 and $0.65 per Security
Holder, plus postage for mailings to registered Security Holders.  
The prices assume that labels and electronic data for these
Security Holders would be provided by the appropriate indenture
trustee.

                      FBG's Disinterestedness

Ms. Labovitz explains that FBG would be an administrative agent
and adjunct to the Court.  Thus, the Debtors do not believe that
FBG is a "professional" whose retention and compensation is
subject to Court approval.  Nevertheless, FBG complies with the
standards for retention of professionals.  Ms. Sullivan assures
the Court that the firm does not hold or represent any interest
adverse to the Debtors' estates or creditors.  Furthermore, the
Debtors do not owe any amounts to FBG as of the Petition Date.
Ms. Sullivan maintains that FBG is a "disinterested person"
pursuant to Sections 101(14) and 1107(b) of the Bankruptcy Code.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a  
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949). When the Debtors filed for protection
from their creditors, they listed $2,854,000,000 in assets and
$3,223,000,000 in debts. (Solutia Bankruptcy News, Issue No. 23;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SOUTHWEST HOSPITAL: U.S. Trustee Meets Creditors on Oct. 21
-----------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of Southwest
Hospital and Medical Center, Inc.'s creditors at 10:00 a.m. on
October 21, 2004, in Room 365, Russell Federal Building, 75 Spring
Street SW, Atlanta, Georgia.  This is the first meeting of
creditors required under 11 U.S.C. Sec. 341(a) in all bankruptcy
cases.

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

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).  G. Frank Nason, IV, Esq., at Lamberth, Cifelli,
Stokes & Stout, PA, represent the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its
creditors, it listed $10 million in assets and more than
$10 million in debts.


STELCO: Workers to Rally Today as Court Hears CCAA Extension Move
-----------------------------------------------------------------
Members of the United Steelworkers' Locals 1005, 8782, 5328, the
Steelworkers Hamilton Area Council and others will demonstrate
their support Friday for Steelworkers caught in the bankruptcy
protection proceedings at Stelco, Inc.

The 12 p.m. rally at 361 University Avenue will coincide with the
hearing by Justice James Farley to review the sale of Stelwire,
Stelpipe and Stelfil, and consider the company's request to extend
the stay period under the Companies' Creditors Arrangements Act.

As reported in the Troubled Company Reporter on Sept. 21, 2004,
Stelco sought an extension of the Stay Period, which will
otherwise expire on September 30, 2004, to the end of
November 26, 2004.  The Monitor, Ernst & Young Inc., stated that
the extension is necessary for the Company to continue
negotiations with various stakeholders in order to develop a plan
of arrangement.  The Monitor also noted that an extension will
provide time for the Company to develop a process for raising
capital to address its debts and obligations, as well as to fund
its essential capital expenditure program.  

The United Steelworkers continues to voice its opposition to the
cynical use of federal bankruptcy protection legislation, and is
demanding respect for workers' rights.

A barbeque will follow at the Steelworkers' Hall, 25 Cecil St.,
Toronto.  Steelworkers' Local 5220 President Paul Perrault will be
available for comment on the situation at AltaSteel, a division of
Stelco, where members have been given a two-tier offer that
reduces pensions, benefits and vacations for all new employees.

Stelco, Inc., which is currently undergoing CCAA restructuring
proceedings, is a large, diversified steel producer.  Stelco is
involved in all major segments of the steel industry through its
integrated steel business, mini-mills, and manufactured products
businesses.  Consolidated net sales in 2003 were $2.7 billion.


STEWART ENT: K. Budde Sits as CEO & W. Rowe Continues as Chairman
-----------------------------------------------------------------
Stewart Enterprises, Inc.'s (Nasdaq NMS: STEI) board of directors
elected Kenneth C. Budde as president and chief executive officer
following a comprehensive search by the board for a successor to
William E. Rowe, who retired from the position in June.  The
Company also announced that Mr. Rowe agreed to continue to serve
as chairman of the board beyond his scheduled Oct. 31, 2004
retirement date.

In making the announcement, Mr. Rowe said, "The board determined
that Ken's proven leadership abilities, integrity, expertise in
our industry and dedication to our company make him the best
choice to lead Stewart Enterprises as CEO.  He personifies the
leadership qualities necessary to drive an organization like
Stewart, including the vision to grow it further."

Mr. Budde has been interim CEO of the Company since June. Before
taking over as interim CEO, he served as the Company's executive
vice president and chief financial officer.  He has been a member
of the board of directors since 1998.

"I am honored to be asked to serve Stewart as CEO on a permanent
basis and I look forward to the challenges ahead," Mr. Budde said.
"I am also delighted that Bill has agreed to continue to serve as
board chairman.  We both believe that our company offers the best
possible services and products to our client families and that our
organization is staffed by the most dedicated and compassionate
people in the industry."

Founded in 1910, Stewart Enterprises, Inc., is the third largest
provider of products and services in the death care industry in
the United States, currently owning and operating 254 funeral
homes and 147 cemeteries.  Through its subsidiaries, the Company
provides a complete range of funeral merchandise and services,
along with cemetery property, merchandise and services, both at
the time of need and on a preneed basis.

                         *     *     *

Fitch Ratings affirmed the ratings of Stewart Enterprises Inc. as
follows:

   --Senior secured bank credit facility 'BB+';
   --Senior subordinated notes 'BB-'.

The affirmation reflects recently stabilized trends in the funeral
and cemetery segment, further debt reduction and recent
improvement in profit margins due to price increases, and cost
reduction resulting from a restructuring program.  Fitch believes
that the mortality rate should generally trend upwards due to
projected demographic changes. Cemetery sales will be cyclical.
Concerns remain about the gradual trend toward lower-priced
cremations and the effect this may have on Stewart's profit
margins and cemetery business.


TRANSMONTAIGNE INC: Board Authorizes New Partnership Formation
--------------------------------------------------------------
TransMontaigne Inc.'s (AMEX:TMG) Board of Directors authorized
management to pursue the formation of a new master limited
partnership -- New MLP -- to hold the Company's qualifying assets.  
TMG would be the general partner of the New MLP.  It is
anticipated that the New MLP initially would own certain TMG
terminal, pipeline and tug and barge businesses while TMG would
retain the distribution and marketing business.

Donald H. Anderson, TMG's Chief Executive Officer, stated that "It
became obvious to the Board that the existing MLPs that
participated in the Company's evaluation of its strategic
alternatives were unwilling to share with TMG's shareholders the
economic benefits that an acquisition of TMG's extensive
terminaling network would have provided to their MLP unit holders
and their respective general partners.  Consequently, forming our
own MLP allows our current shareholders to share in both of those
economic benefits."

The Board of Directors also authorized management to procure long-
term supply agreements from one or more major suppliers of refined
petroleum products.  The long-term supply agreements would
eliminate the need for the Company to manage the commodity price
risks associated with its sizable inventory positions, thereby
stabilizing the Company's marketing and distribution margins.

Randall J. Larson, TMG's Chief Financial Officer, stated that "A
long-term supply agreement would allow TMG to procure refined
product at market-based rates utilizing our new $400 million
credit facility.  A long-term supply agreement should produce more
stable operating results in the Company's marketing and
distribution segment and simplify our financial reporting."

                        About the Company

TransMontaigne Inc. -- http://www.transmontaigne.com/-- is a  
refined petroleum products distribution and supply company based
in Denver, Colorado, with operations in the United States,
primarily in the Gulf Coast, Midwest and East Coast regions.  It's
principal activities consist of:

     (i) terminal, pipeline, and tug and barge operations;
    (ii) supply, distribution and marketing; and
   (iii) supply management services.  

TransMontaigne's customers include refiners, wholesalers,
distributors, marketers and industrial and commercial end-users of
refined petroleum products.

                          *     *     *

As reported in the Troubled Company Reporter on July 20, 2004,
Standard & Poor's Ratings Services affirmed its ratings on
TransMontaigne Inc. (BB-/Developing/--) and revised its outlook to
developing from negative.  The rating actions follow
TransMontaigne's announcement that it will "evaluate strategic
alternatives".  In the absence of TransMontaigne selling itself to
a higher-rated entity, Standard & Poor's would caution that the
probability of a ratings downgrade exceeds that of a ratings
upgrade, because TransMontaigne's operating and financial trends
have been weaker than expected for some time.

"The change to a developing outlook reflects Standard & Poor's
uncertainty about the possible outcome of TransMontaigne's
actions," noted Standard & Poor's credit analyst Paul B. Harvey.  
Standard & Poor's is currently unaware of any pending acquisition
or refinancing of TransMontaigne. "If TransMontaigne is acquired
by a higher-rated entity, credit quality could improve; however,
an acquisition by a lower-rated entity or a refinancing could
negatively affect credit quality and be detrimental to the
subordinated noteholders," he continued. Standard & Poor's will
monitor the progress at TransMontaigne and evaluate its outlook
and ratings when a course of action and its implications have been
defined.

The developing outlook reflects the possibility of negative or
positive rating actions depending on Standard & Poor's evaluation
of the actions, if any, taken by TransMontaigne as it reviews its
alternatives.


TRITON CDO: S&P Shaves Class B Notes' Rating to CCC- from CCC+
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the class
A notes issued by Triton CDO IV Ltd., a high-yield arbitrage CBO
transaction originated in December 1999 and managed by Triton
Partners LLC.  At the same time, the rating on the B notes is
lowered and removed from CreditWatch negative, where it was placed
May 20, 2004.

The raised rating on the class A notes reflects factors that have
positively affected the credit enhancement available to support
the notes since the 'A' rating was affirmed in May 2004.  These
factors mainly include an increase in the level of
overcollateralization available to support the class A notes
following their de-levering (mandated by the failure of the
transaction's class A/B overcollateralization ratio).

The lowered rating on the class B notes reflects factors that have
negatively affected the credit enhancement available to support
the class B notes since they were last downgraded (February 2004).  
These factors include a negative migration in the overall credit
quality of the assets within the collateral pool.

The credit quality and composition of the collateral pool has
changed since the February 2004 rating action.  A significant
amount of credit obligations have continued to be called in recent
months, which has increased the balance of the principal cash
account and reduced the collateral pool of rated obligations
available to support the notes.  The percentage of assets in the
portfolio coming from obligors with Standard & Poor's ratings in
the 'CCC' range has consequently grown to approximately 20.75%, as
a large proportion of credits have been converted to cash, which
has been used to de-lever the class A notes.

Standard & Poor's has reviewed the results of current cash flow
runs generated for Triton CDO IV 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.  
Standard & Poor's will continue to monitor the performance of the
transaction to ensure that the ratings assigned reflect the credit
enhancement available to support its rated notes.
   
                         Rating Raised
                       Triton CDO IV Ltd.

                                Rating
                    Class   To          From
                    -----   --          ----
                    A       AA-         A
    
      Rating Lowered and Removed from Creditwatch Negative
                       Triton CDO IV Ltd.

                                Rating
                    Class   To          From
                    -----   --          ----
                    B       CCC-        CCC+/Watch Neg
   
Transaction Information:

   Issuer:              Triton CDO IV Ltd.
   Co-issuer:           Triton CDO IV Funding Corp.
   Current manager:     Triton Partners LLC
   Underwriter:         Prudential Securities Inc.
   Trustee:             JPMorganChase Bank
   Transaction type:    Cash flow arbitrage high-yield CBO
   
    Tranche               Initial    Last           Current
    Information           Report     Action         Action
    -----------           -------    ------         -------
    Date (MM/YYYY)        2/2000     5/2004         9/2004

    Class A note rtg.     AAA        A              AA-
    Class A note bal      $169.00mm  $74.889mm      $44.358mm
    Class B note rtg.     AA-        CCC+/Watch Neg CCC-
    Class B note bal      $26.750mm  $26.750mm      $26.750mm
    Class A/B OC ratio    126.8%     105.40%        105.90%
    Class A OC ratio min  121.0%     121.0%         121.0%
   
       Portfolio Benchmarks                       Current
       --------------------                       -------
       S&P Wtd. Avg. Rtg. (excl. defaulted)       B
       S&P Default Measure (excl. defaulted)      5.09%
       S&P Variability Measure (excl. defaulted)  3.18%
       S&P Correlation Measure (excl. defaulted)  1.10
       Wtd. Avg. Coupon (excl. defaulted)         10.56%
       Wtd. Avg. Spread (excl. defaulted)         3.45%
       Oblig. Rtd. 'BBB-' and Above               2.21%
       Oblig. Rtd. 'BB-' and Above                25.50%
       Oblig. Rtd. 'B-' and Above                 71.90%
       Oblig. Rtd. in 'CCC' Range                 20.75%
       Oblig. Rtd. 'CC', 'SD' or 'D'              7.34%
       Obligors on Watch Neg (excl. defaulted)    4.78%
    
     S&P Rated OC    Prior To                Current
     (ROC)           Rating Action           Rating Action
     ------------    -------------           -------------
     Class A notes   107.91% (A)             105.38% (AA-)
     Class B notes   98.06% (CCC+/Watch Neg) 100.83% (CCC-)
    
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 "Credit Ratings," under  
"Browse by Business Line" choose "Structured Finance," and under
Commentary & News click on "More" and scroll down to the desired
articles.


UAL CORP: Asks Court OK to Sell Air Canada Claims to Deutsche Bank
------------------------------------------------------------------
UAL Corp. and its debtor-affiliates seek Bankruptcy Court
permission to enter into an Asset Purchase Agreement with Deutsche
Bank Securities, Inc.  The Debtors propose to sell to Deutsche
Bank two allowed claims, for CN$186,982,800 and CN$2,248,370,
against Air Canada.

The Debtors will also sell the shares to be received from their  
conditional exercise in a Rights Offering in ACE Aviation  
Holdings, Inc., the would be parent holding company of  
Reorganized Air Canada and its subsidiaries.

On April 1, 2003, Air Canada filed for bankruptcy protection,  
Action No. 03-CL-4932, under the Companies' Creditors Arrangement  
Act, R.S.C. 1985, c C-36 -- the Canadian equivalent to Chapter 11  
of the Bankruptcy Code -- before the Ontario Superior Court of  
Justice.  In June 2004, Air Canada filed a Plan of  
Reorganization, Compromise and Arrangement, which was approved by  
vote of Air Canada's creditors and sanctioned by the Ontario  
Court on August 23, 2004.  Pursuant to the AC Plan, general  
unsecured claim holders will receive a pro rata distribution of  
common stock in ACE.  Air Canada estimates the value of this  
distribution at 6.17% to 9.25%.

The Debtors were contacted by Ernst & Young, Inc., the monitor  
appointed in the Air Canada bankruptcy proceeding, and advised  
that their Claims had been proven and allowed.  As a result, the  
Debtors were entitled to receive the stock distribution and  
participate in the Rights Offering, whereby they could purchase  
additional ACE shares at a price below that offered to the  
general public.  The Debtors had to exercise their rights by  
August 27, 2004, by depositing CN$19,786,994, which approximates  
$15,200,000 at current exchange rates.  For this amount, the  
Debtors will receive 986,986 additional shares.

To monetize the Claims and Shares, the Debtors conducted an  
auction.  The Debtors notified five sophisticated and active  
purchasers of Air Canada Claims to gauge interest:

  1) Deutsche Bank;
  2) Bear Sterns;
  3) Merrill Lynch;
  4) Goldman Sachs; and
  5) Long Acres, LLP

On September 2, 2004, the Debtors conducted the auction, which  
was held in accordance with bidding procedures that had been  
delivered to the five potential participants.  Deutsche Bank was  
the highest bidder, offering 11.875% for the Claims and CN$22.00  
for the Shares.  This equates to a purchase price of  
CN$44,184,893, or $33,978,183 at current exchange rates.  An  
escrow agent currently holds $3,081,475 as a good faith deposit.

Headquartered in Chicago, Illinois, UAL Corporation --  
http://www.united.com/-- through United Air Lines, Inc., is the   
holding company for United Airlines -- the world's second largest  
air carrier. The Company filed for chapter 11 protection on  
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M.  
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts. When the Debtors filed for
protection from their creditors, they listed $24,190,000,000 in
assets and $22,787,000,000 in debts. (United Airlines Bankruptcy
News, Issue No. 60; Bankruptcy Creditors' Service, Inc.,
215/945-7000)   


UNITED COMMUNITY: Sets Claims Valuation Date Hearing on Oct. 1
--------------------------------------------------------------
The Superintendent of Insurance of the State of New York, as
Liquidator of United Community Insurance Company, has presented an
Application to the Supreme Court for Schenectady County, to set
November 15, 2004, as the Claims Valuation Date, after which any
and all losses incurred but not reported to United Community
Insurance Company or the Liquidator will be barred from receiving
any payment from United Community's estate or any asset
distribution.

A hearing on the Application has been scheduled to be held at
9:30 a.m. on October 1, 2004 at:

         Saratoga County Courthouse
         30 McMaster Street
         Ballston Spa, New York 12020

The New York State Insurance Department seized control of United
Community Insurance Co. on November 10, 1995, and forced the
property and casualty insurer into liquidation.

            Insurance Company Liquidations in New York

The New York Liquidation Bureau, created by the State Legislature
in 1909, is supervised by the court and acts on behalf of the
private interests of policyholders and creditors of domestic
insurance companies in rehabilitation or liquidation.  The
Bureau's responsibilities also encompass the conservation or
ancillary liquidation of a non-domestic insurer.  Article 74 of
the New York Insurance Law provides for the Superintendent of
Insurance to take possession of troubled insurers under the
supervision of the New York State Supreme Court and act as
Receiver.  Therefore, the Liquidation Bureau is the mechanism by
which the Receiver satisfies the legal requirements and related
tasks for which he is charged.

In a liquidation of a domestic insurer the Superintendent as
Receiver, subject to the direction of the court, immediately
proceeds to conduct the business of the insurer. This involves
taking possession of the property of an insurer, being vested by
operation of law with title to all property, contracts and rights
of action of the insurer and giving notice to all creditors to
present their claims. All of the insurer's policies and insuring
obligations are cancelled 30 days after the court order and pro-
rated insurance premiums returned to the policyholders.  Until the
cancellation of policies, coverage and indemnification are still
in force according to the limits of the policy.  The Receiver has
a fiduciary responsibility to maximize the assets of the estate
and to establish a list of claimants for the court so that the
distribution of said assets is achieved in accordance with New
York Law.


US AIRWAYS: Gets Court OK to Continue Using Cash Management System
------------------------------------------------------------------
US Airways, Inc., and its debtor-affiliates utilize an integrated,
centralized cash management system.  Funds collected from local
banks around the country are transferred to various concentration
accounts and, through a series of transactions, are used to pay
operating expenses.  The Debtors' financial personnel at corporate
headquarters in Arlington, Virginia, manage the Cash Management
System.  The Cash Management System allows the Debtors to
facilitate cash forecasting and reporting, monitor collection and
disbursement of funds, and maintain control over the bank
accounts.

                 Mainline Cash Management System

US Airways, Inc., utilizes PNC Bank, N.A. to collect, transfer,
and disburse funds generated from daily operations.  Credit card
sales represented $6,200,000,000 of the Debtors' cash receipts
during 2003, a substantial source of revenues.  For the first two
calendar quarters of 2004, total cash receipts based on credit
card purchases were approximately $3,500,000,000.  Wire transfer
receipts, automated clearinghouse receipts and electronic data
interchange collections are deposited into the PNC Master Account,
a concentration account at PNC.  Check receipts are collected and
deposited into PNC Lockbox Accounts.  From the PNC Lockbox
Accounts, the check receipts are transferred to the PNC Master
Account.  At the conclusion of each business day, US Airways
invests excess cash in money market funds.  Residual balances
remaining in the PNC Master Account are swept into a PNC money
market fund and made available for business operations the
following day.

Brian P. Leitch, Esq., at Arnold & Porter, explains that the PNC
Master Account is the focal point of US Airways' cash management
system.  This account is used to process wire transfers madein
connection with:

   (a) debt and lease payments;
   (b) fuel payments;
   (c) intercompany payments;
   (d) insurance payments;
   (e) overnight money market fund investments; and
   (f) other significant vendor obligations.

US Airways maintains seven PNC Lockbox Accounts that collect
payments from customers.  Customers remit payments to the
appropriate addresses established by US Airways for collection by
PNC.  Receipts are swept into the PNC Master Account.

US Airways maintains 16 Controlled Disbursement Accounts at PNC,
organized according to business line, through which US Airways
makes payments via check for operating expenses and other
obligations.  The PNC Controlled Disbursement Accounts are funded
from the PNC Master Account.  Stand-Alone Accounts at PNC fund
payroll obligations and ACH disbursements.  The PNC Stand-Alone
Accounts are funded one or two days in advance of the payment date
via wire transfer from the PNC Master Account.

           Express Subsidiaries' Cash Management System

US Airways utilizes JPMorgan Chase Bank to collect, transfer and
disburse funds generated through the three other Debtor
subsidiaries, Piedmont Airlines, Inc., PSA Airlines, Inc.,and
Material Services Company, Inc.

The Debtors maintain the JPMorgan Master Account to centralize
cash management for the Express Subsidiaries.  The Master Account
funds concentration accounts associated with Express Subsidiaries.  
Funding for the JPMorgan Master Account comes from the PNC Master
Account via wire transfer.  The JPMorgan Master maintains a
$2,000,000 balance.  The Debtors maintain the JPMorgan
Concentration Accounts to process and collect wire transfers from
customers of the Express Subsidiaries.  Wire payments are made
for:

   (a) debt and lease payments;
   (b) fuel payments;
   (c) intercompany payments;
   (d) insurance payments;
   (e) ACH payroll; and
   (f) other miscellaneous obligations.

The Debtors maintain JPMorgan General Disbursement Accounts to
make payments for general operating expenses of the Express
Subsidiaries.  The JPMorgan Payroll Disbursement Accounts is used
to make general disbursements for Piedmont and PSA.  These
accounts are used to make payroll payments to employees of
Piedmont and PSA who are not paid via ACH.

                      International Accounts

For international matters, the Debtors use ABN AMRO Bank, N.A.,
and other foreign banks to collect, transfer and disburse funds
through the operations of European stations.  In each country, the
Debtors maintain one or more accounts with ABN AMRO in addition to
other accounts at local banks, which handle minor station
activity.  The Debtors maintain separate accounts in the United
Kingdom, Scotland, France, Germany, Ireland, Italy, the
Netherlands, Spain and other countries.

                    U.S. Trustee's Guidelines

The Office of the United States Trustee's operating guidelines for
debtors-in-possession require Chapter 11 debtors to, among other
things:

   -- close all existing bank accounts and open new debtor-in-
      possession bank accounts;

   -- establish one debtor-in-possession account for all estate
      funds required for the payment of taxes, including payroll
      taxes; and

   -- maintain a separate debtor-in-possession account for cash
      collateral.

         Debtors Need to Maintain Existing Bank Accounts
            and Continue Using Cash Management System

Mr. Leitch contends that closing old bank accounts and opening new
ones would cause enormous disruption in the Debtors' business and
would impair the efforts to pursue alternatives to maximize the
value of their estates.  The Debtors' bank accounts comprise an
established cash management system that maintains order to ensure
smooth collections and disbursements in the ordinary course.

Requiring the Debtors to adopt new, segmented cash management
systems at this early and critical stage of their bankruptcy cases
would be expensive, create unnecessary administrative problems,
and would be more disruptive than productive.  Any disruption
could have a severe and adverse impact on the Debtors' ability to
reorganize.  Moreover, because of the Debtors' complex corporate
and financial structure, it would not be possible to establish a
new system of accounts and a new cash management and disbursement
system without additional costs and expenses to the bankruptcy
estates and a disruption of the Debtors' business operations.

Accordingly, the Debtors sought and obtained the Court's
permission to continue using their present Cash Management System
and existing Bank Accounts.

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)


US AIRWAYS: Court Waives Investment & Deposit Guidelines
--------------------------------------------------------
The assets of US Airways, Inc., and its debtor-affiliates consist
of, among other things, cash, cash equivalents, short-term
investments and deposit accounts.  Before the Petition Date, the
Debtors invested cash in accordance with conservative guidelines
and with the primary goal of protecting principal and the
secondary goals of maximizing yield and liquidity.

Presently, US Airways, Inc., utilizes Voyageur Asset Management
Inc., to invest excess cash in an independently managed account in
accordance with Debtors' investment guidelines.  The investments
are held in trust accounts maintained by State Street Bank and
Trust Company.  In certain cases when cash is in excess of near
term requirements, funds are sent from the PNC Master Account to
State Street to be invested by Voyageur.  Conversely, when
internal funds are insufficient to meet near term cash
requirements, US Airways will direct Voyageur to transfer cash
generated from investments to transfer cash from State Street to
the PNC Master Account.

Section 345(a) of the Bankruptcy Code authorizes deposits or
investments of money of a bankruptcy estate, such as cash, in a
manner that will "yield the maximum reasonable net return on such
money, taking into account the safety of such deposit or
investment."  For deposits or investments that are not insured or
guaranteed by the United States or by a department, agent or
instrumentality of the U.S. Government or backed by the full faith
and credit of the U.S. Government, Section 345(b) provides that
the estate must require from the entity with which the money is
deposited or invested a bond in favor of the U.S. Government
secured by the undertaking of an adequate corporate surety.  In
the alternative, the estate may require the entity to deposit
securities of the kind specified in 31 U.S.C. Section 9303.

Daniel M. Lewis, Esq., at Arnold & Porter, LLP, contends that
"cause" exists to waive the investment and deposit restrictions
under Section 345(b) to the extent that the Debtors' cash
management deposits and investments do not comply.  Mr. Lewis
explains that the financial institutions at which the Debtors
maintain their accounts are financially stable banking
institutions and, in the United States, are FDIC insured up to an
applicable unit per account.  All the deposits and investments are
prudent and designed to yield the maximum reasonable net return on
the funds invested, taking into account the safety of the deposits
and investments.

To maximize their estates' assets, the Debtors intend to invest
their estates' funds in accordance with the current investment
guidelines.  The Debtors will invest their cash in their sole
discretion in these short-term investment vehicles:

   (a) U.S. dollar denominated fixed income securities, including
       taxable and tax-exempt securities;

   (b) money market funds; or

   (c) 2a-7 registered securities.

The proposed investment guidelines will enable the Debtors to
maintain the security of their investments, as contemplated by
Section 345(a), while at the same time providing the Debtors with
the flexibility required to maximize the yield on the investment
and deposit of cash.  Moreover, the yield on investments under the
proposed guidelines will be substantially greater than if the
Debtors were restricted to direct investments in government
securities.

The Section 345(b) requirements should also be waived with respect
to the Debtors' Foreign Banks. Because their deposits are not
insured or guaranteed by the U.S. Government, the Foreign Banks
will be unable to comply with the literal requirements of Section
345(b).  The Foreign Banks may also be unwilling or unable to post
the requisite bond or securities specified in Section 345(b).  
Nevertheless, Mr. Lewis ascertains, the Foreign Banks are large,
well-capitalized institutions, many of which are backed by their
governments.

Judge Mitchell grants the Debtors' request.

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)


US AIRWAYS: Gets Court Approval to Pay Critical Foreign Vendors
---------------------------------------------------------------
US Airways, Inc., and its debtor-affiliates sought and obtained
the authorityof the U.S. Bankruptcy Court for the Eastern District
of Virginia, pursuant to Sections 105(a) and 363(b) of the
Bankruptcy Code, to pay prepetition claims or obligations owing to
foreign entities, including:

   (a) foreign airports,
   (b) certain foreign professionals,
   (c) foreign vendors, and
   (d) foreign taxing authorities.

The Debtors provide international flight service to Canada,
Mexico, the Caribbean, Central America and Europe.  Last year, the
Debtors' international revenues were approximately $1,250,000,000.  
The Debtors' international service is conducted under route
authority granted by the U.S. Department of Transportation.  The
DOT has the authority to suspend and reallocate routes of air
carriers whose operations have been discontinued.  As the Debtors'
foreign routes are valuable assets of the estates, they must be
protected.

Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado,
relates that the Debtors usually make payments to the Foreign
Entities on a regular basis.  If the Foreign Claims are not paid,
the Foreign Entities could cause a service interruption on the
Debtors' foreign routes and may take precipitous action based upon
the erroneous belief that they are not subject to the jurisdiction
of the U.S. Bankruptcy Court and, thus, not subject to the
automatic stay provisions of Section 362(a) of the Bankruptcy
Code.  The Foreign Entities could sue in a foreign court and
obtain a judgment against the Debtors to collect prepetition
amounts owed to them.  They could immediately seek to seize the
Debtors' foreign assets prior to obtaining a judgment.  Foreign
suppliers could refuse to do business with the Debtors, grounding
the Debtors' foreign operations.  Foreign governmental authorities
could also revoke the Debtors' landing rights.

This chain of events would severely damage the Debtors goodwill
amongst the flying public and jeopardize the Debtors'
reorganization prospects.  Thus, it is important to satisfy the
Foreign Claims.  In addition, the Debtors' route authorizations
are valuable assets of their estates and must be preserved from
forfeiture.  

The Court requires banks to honor any prepetition checks drawn or
fund transfer requests made for payment of claims owing to Foreign
Entities.  In addition, the Court authorizes the Debtors to issue
postpetition checks and to make postpetition fund transfer
requests to replace any prepetition checks and prepetition
transfers to Foreign Entities that may be dishonored by the banks.

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)


WESTLAKE CHEMICAL: Moody's Puts Low-B Ratings on Various Debts
--------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Westlake
Chemical Corporation as a result of the recent equity issuance,
proceeds of which were used, with a minimal amount of existing
cash, to reduce debt by $188 million.  The ratings outlook is
stable.

Ratings upgraded:

   * Guaranteed senior secured revolver, $200 million due 2007, to
     Ba1 from Ba2

   * Guaranteed senior secured term loan B, $120 million due 2010,
     to Ba1 from Ba2

   * Guaranteed senior unsecured notes, $247 million due 2011, to
     Ba2 from Ba3

   * Senior Implied -- to Ba2 from Ba3

   * Issuer Rating -- to Ba3 from B1

The upgrade reflects Westlake's improved credit metrics as a
result of the $188 million debt reduction.  The ratings are also
supported by the company's position as an integrated producer of
commodity plastics and polyvinyl chloride -- PVC -- based
fabricated products, its competitive cost position in chlor-
alkali, and improving industry fundamentals, which should produce
very strong credit metrics for Westlake over the next
12 to 18 months.  The company's solid financial performance is
tempered by its position as a second-tier producer of commodity
petrochemicals and plastics, on-going exposure to volatile
feedstocks, and investments that will likely be required to
improve ethylene feedstock flexibility, expand its infrastructure,
increase back-integration into chlor-alkali and provide for long-
term growth.

The stable outlook reflects Moody's anticipation that Westlake's
increase in operating performance and cash flow from operations
will be somewhat offset by investments in existing facilities and
acquisitions required to support long-term growth.  A positive
rating action could be warranted once the company has resolved, or
clearly identified a plan to address the issues surrounding
growth, cost structure, infrastructure, and back-integration.  
Conversely, the outlook could be changed to stable or negative if
the company fails to address these issues and the upcycle in the
company's end-markets is shorter than Moody's currently
anticipates.

Moody's anticipates that financial metrics will improve markedly
by year-end, with EBITDA to interest coverage rising above
6.5 times and total debt to EBITDA falling to 1.5 times.
Additionally, Moody's projects that free cash flow to total debt
will rise toward 20%.  The Ba2 ratings reflect Moody's expectation
that Westlake will have investment grade financial metrics as they
approach the peak of the cycle and single B credit metrics in the
trough of the cycle.  Even by these standards, Moody's expects
Westlake's credit metrics to be unusually strong in 2005.

Westlake operates two businesses -- Olefins and Vinyls.  Olefins
(55% of sales revenue) produces ethylene, polyethylene, and
styrene monomer.  Approximately 56% of ethylene production is
upgraded into various grades of polyethylene -- LDPE, LLDPE, and
HDPE.  Olefins production primarily occurs at two crackers in Lake
Charles, Louisana, which have 2.4 billion pounds of annual
ethylene capacity and almost 1.4 billion pounds of polyethylene
capacity; these crackers have limited feedstock flexibility.
Vinyls (45% of sales revenue) manufactures chlor-alkali chemicals,
vinyl chloride monomer -- VCM, and PVC.  The majority of the
company's VCM is used for the captive production of PVC.  
Likewise, the majority of the PVC production is subsequently used
to fabricate pipe, window profiles, and fence products.  The
vinyls operations, located at Calvert City, Kentucky and Geismar,
Louisiana, also include a small 450 million pound ethylene plant.  
Westlake produces less than 40% (including Geismar) of the
chlorine required to support its downstream PVC operations.

Westlake's exposure to natural gas-based feedstocks has not been
as much of a concern as Moody's had previously anticipated.  
Currently, producers in the US based on ethane and/or natural gas
liquids are not disadvantaged versus international producers
utilizing naphtha or other refinery feedstocks.  The current
natural gas futures strip indicates that this situation will
continue over the intermediate-term.  However, there is
substantial uncertainty over future feedstock costs and failure to
adequately address feedstock flexibility would, in Moody's
opinion, increase the volatility in future earnings and cash flow.

In the vinyls business, Moody's is concerned over the 2005
expiration of an energy supply contract at the Calvert City vinyls
facility.  This energy contract provides the company with a
competitive cost position in chlor-alkali and PVC.  Moody's is
concerned that if Westlake does not secure a contract with similar
terms, that it could lose some of its cost advantage.  The ratings
further recognize that the company sources the majority of its
chlorine and ethane (a raw material used for producing ethylene)
from the merchant market.  Moody's believes that continued
strength in chlor-alkali pricing will limit the improvement in
vinyls profitability over the next 12 to 18 months.

Westlake Chemical Corporation is a second-tier producer of
commodity petrochemicals, plastics and fabricated products.  
Revenues were $1.6 billion for the LTM ended June 30, 2004.


WORLDCOM INC: Asks Court to Disallow IRS' $16.2 Million Claim
-------------------------------------------------------------
The WorldCom, Inc. and its debtor-affiliates object to Claim No.
38365 filed by the Department of Treasury/Internal Revenue
Service.  The Treasury Department asserts a $16,276,441
administrative expense claim, including interest computed to
July 9, 2004, for excise taxes assessed against Debtor UUNET
Technologies, Inc.  Claim No. 38365 amends the Treasury
Department's Claim No. 37947.

The Debtors reviewed the Treasury Department's proof of claim,
their books and records and the applicable provisions of the
Internal Revenue Code, and found that there is no amount due with
regard to the Treasury Claim.

Sylvia M. Baker, Esq., at Weil, Gotshal & Manges, LLP, in
Houston, Texas, explains that UUNET's purchase of central office-
based remote access services from local exchange carriers does not
fall within the applicable definitions of taxable communications
services.  The service is a data-only service that does not
provide UUNET with access to any telephone system and the
privilege of voice-quality communication with substantially all
persons on that system.  In other words, UUNET could not plug in a
telephone and gain access to a telephone system or the privilege
of telephonic quality communication.  Therefore, amounts paid by
UUNET to the LECs for the purchase of services are not subject to
the communications excise tax imposed by Section 4251 of the
Internal Revenue Code.

Because of the nature of the services purchased by UUNET, federal
excise taxes do not apply and the taxes and interest that form the
basis of the Treasury Claim are not owed.  The LECs controlled the
service purchased by UUNET.

Accordingly, the Debtors ask that the Court to expunge and
disallow Claim Nos. 38365 and 37947.

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)


WORLDTEQ GROUP: Acquires Majority Ownership of Billing Company
--------------------------------------------------------------
WorldTeq Group International, Inc., (OTCBB:WTEQ) acquired a
majority stake in a third-party billing services company.

"Currently, third-party billing is an industry that produces
hundreds of millions of dollars of revenue annually for the few
dozen or so companies that offer such service.  With today's
budget-minded managers making decisions on where to cut costs,
billing departments have increasingly been the target of such
cuts.  By outsourcing their actual bill production, along with
stuffing, folding and mailing, company's can reduce personnel.
They can also reduce investment in costly hardware and software
and the maintenance of those expenses.  If they are using an
Internet or Intranet based solution they will cut down on
bandwidth costs as well.  Outsourced billing offers some smaller
companies the opportunity to succeed in businesses that otherwise
would be too costly.  Long distance is the best example of this.  
In order for a long distance reseller to do their own billing,
they would either have to create, lease, or purchase such a system
that could cost as much as $250,000.  They would also have to hire
at least 2 telecom technicians to run the billing.  By outsourcing
billing, even a single operator/owner of a home-based business
could actually become a long distance reseller.  We are very
excited about this new business venture and have already made an
agreement with our one of our current partners, VersaPlanet, to
become a major reseller of our product.  They currently have
relationships with about 250 long distance resellers.  We
anticipate this product to have a significant level of success and
are excited about the opportunity to become involved in this
arena," stated Jeff Lieberman, CEO WorldTeq Group.

The billing system will launch with the capability of billing for
both traditional and VoIP (Voice Over Internet) long distance,
prepaid calling cards, cell phones, and web hosting.  During 4th
quarter of 2004 the company will expand its service to include
Internet access billing for both dialup and DSL.  The target
audience includes the tens of thousands of smaller companies that
currently have a significant portion of their expenses dedicated
to running their billing department.

               About WorldTeq Group International

WorldTeq Group International Inc. -- whose June 30, 2004 balance
sheet showed a $287,518 stockholders' deficit -- offers a wide
range of telecommunications, merchandising and financial services
with related products via independent agents, associations, sales
organizations and affiliate marketing. For more information visit
the company's Web Site at http://www.worldteqgroup.com


* Phoenix Advisors Launches Municipal Financial Advisory Service
----------------------------------------------------------------
Phoenix Advisors, LLC, said it is now in business as a financial
advisor to municipalities and school districts, as well as state,
county and municipal authorities and special taxing districts,
offering advice, consultation and management services in debt
structuring, restructuring and issuance.  Focusing initially on
New Jersey, Phoenix will serve clients from Boston to Virginia.

Led by David B. Thompson, former senior vice president of Commerce
Capital Markets, who brings 30 years of experience in New Jersey
public finance to the firm, Phoenix Advisors is headquartered here
-- centrally located to serve the entire region.

"We have put together a quality, experienced, hard-working team to
deliver the very best in municipal and public sector financial
advisory services," said Mr. Thompson. "I am very pleased to
announce that we enter business with a number of clients,
including South Brunswick Township, Rancocas Regional School
District, Pennsauken School District, Ventnor City, and Old Bridge
Township."

Mr. Thompson, who is also former President of Cypress Securities,
Inc., and has served as advisor or senior banker on a broad range
of financings for government at all levels, including
municipalities, school districts, county, independent authorities
and special tax districts, said, "Phoenix Advisors gives clients a
seasoned team of financial and management professionals.  We
believe integrity, service and commitment to clients are the key
ingredients in successful public financial advisory services."

He said, "Phoenix Advisors introduces a higher standard of
service, as it gives clients independent, objective advice and
review of debt transactions, including new issues and
restructurings.  We help municipalities, school districts and
public authorities coordinate, execute, follow-up and -- of
paramount importance -- fully understand their transactions. This
best affords future financial stability and best serves tax and
ratepayers."

Other key members of the Phoenix Advisors team, each from former
positions with Commerce Capital Markets, are:

   -- Melissa W. Zinni, who has extensive experience in numerous
      public new money, refunding and pooled government loan
      issues as well as expertise in investment portfolio
      construction and cash flow management.

   -- Sherry L. Kling has considerable experience in new issue
      structuring and refunding and has provided public clients
      with analysis, and presentations to rating agencies and
      other vital parties.

   -- Ronald E. Novak, who brings over 30 years of experience in
      school financial management to the Phoenix team, has served
      in financial management roles with Princeton Regional,
      Monroe Township and Matawan-Aberdeen Regional School
      Districts.

Phoenix Advisors, LLC, is located at 5 Third Street, Bordentown,
New Jersey 08505 and can be contacted at 609-291-0130.


BOOK REVIEW: BOARD GAMES - The Changing Shape of Corporate Power
----------------------------------------------------------------
Authors:    Arthur Fleischer, Jr.,
            Geoffrey C. Hazard, Jr., and
            Miriam Z. Klipper
Publisher:  Beard Books
Hardcover:  248 pages
List Price: $34.95

Order your personal copy today at:
http://www.amazon.com/exec/obidos/ASIN/1587981629/internetbankrupt

A ruling by the Delaware Supreme Court on January 29, 1985 was a
wake-up call to directors of U. S. corporations.  On this date,
overruling a lower court decision, the Delaware Supreme Court
ruled that the nine board members of Chicago company Trans Union
Corporation were "guilty of breaching their duty to the company's
shareholders."  What the board members had done was agree to sell
Trans Union without a satisfactory review of its value.  The
guilty board members were ordered by the Court to pay "the
difference between the per share selling price and the 'real'
market value of the company's shares."

Needless to say, the nine Trans Union directors were shocked at
the guilt verdict and the punishment.  The chairman of the board,
Jerome Van Gorkom, was a lawyer and a CPA who was also a board
member of other large, respected corporations.  For the most part,
it was he who had put together the terms of the potential sale,
including setting value of the company's stock at $55.00 even
though it was trading at about $38.00 per share.  News of the
possible sale immediately drove the stock up to $51.50 per share,
and was commented on favorably in a "New York Times" business
article.  Still, Van Gorkom and the other directors were found
guilty of breaching their duty, and ordered by Delaware's highest
court to pay a sum to injured parties that would be financially
ruinous.  This was clearly more than board members of the Trans
Union Corporation or any other corporation had ever bargained for.  
It was more than board members had ever conceived was possible
without evidence of fraud or graft.

The three authors are all attorneys who have worked at the highest
levels of the legal field, business, and government.  Fleischer is
the senior partner of the law firm Fried, Frank, Harris, Schriver
& Jacobson at the head of its mergers and acquisitions department.  
He's also the author of the textbook "Takeover Defenses" which is
in its 6th edition.  Hazard is a Professor of Law and former
reporter for the American Bar Association's special committee on
the lawyers' ethics code; while Klipper has been a New York
assistant district attorney prosecuting corporate and financial
fraud, and also a corporate attorney on Wall Street.  Using the
Trans Union Corporation case as a watershed event for members of
boards of directors, the highly experienced legal professionals
lay out the new ground rules for board members.  In laying out the
circumstances and facts of a number of cases; keen, concise
analyses of these; and finding where and how board members went
wrong, the authors provide guidance for corporate directors, top
executives, and corporate and private business attorneys on
issues, processes, and decisions of critical importance to them.

Household International, Union Carbide, Gelco Corp., Revlon, SCM,
and Freuhauf are other major corporations whose merger-and-
acquisitions activities resulted in court cases that the authors
study to the benefit of readers. The Boards of Directors of these
as well as Trans Union and their positions with other companies
are listed in the appendix.  Many other corporations and their
board members are also referred to in the text.

With respect to each of the cases it deals with, BOARD GAMES
outlines the business environment, identifies important
individuals, analyzes decisions, and discusses considerations
regarding laws, government regulations, and corporate practice.  
In all of this, however, given the exceptional legal background of
the three authors, the book recurringly brings into the picture
the legalities applying to the activities and decisions of board
members and in many instances, court rulings on these.  Passages
from court transcripts are occasionally recorded and commented on.
Elsewhere, legal terms and concepts--e. g., "gross nonattendance"-
-are defined as much as they can be. In one place, the authors
discuss six levels of responsibility for board members from
"assure proper result" through negligence up to fraud.  Without
being overly technical, the authors' legal experience and guidance
is continually in the forefront.  Needless to say, with this,
BOARD GAMES is a work of importance to board members and others
with the responsibility of overseeing and running corporations in
the present-day, post-Enron business environment where
shareholders and government officials are scrutinizing their
behavior and decisions.

                           *********

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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