TCR_Public/040927.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Monday, September 27, 2004, Vol. 8, No. 208

                            Headlines

ACCLAIM ENTERTAINMENT: Trustee Hires LaMonica Herbst as Counsel
ADEPT TECHNOLOGY: Board Authorizes Reverse Stock Split
AIR CANADA: ACE Aviation Shares to Start Trading on TSX on Oct. 4
ARMSTRONG WORLD: Plan Filing Exclusivity Extended to April 4, 2005
BAR OCHO LLC: Case Summary & 14 Largest Unsecured Creditors

CALPINE CORPORATION: Offering $600M Unsecured Convertible Notes
CALPINE CORPORATION: Offering $785 Million Senior Secured Notes
CALPINE CORP: S&P Assigns B+ Rating to $785M Senior Secured Notes
CATHOLIC CHURCH: Tucson Wants to Hire Gust Rosenfeld as Counsel
CE GENERATION: Fitch Affirms BB Rating on $100M Secured Bonds

CENDANT MORTGAGE: Fitch Places Low-B Ratings on Classes B-4 & B-5
CHOICE ONE: Says Chapter 11 Prepack Proceeding Remains on Track
DII/KBR: KBR Shifts to Two New Divisions & Names Management
DLJ MORTGAGE: Fitch Puts BB+ Rating on Four Certificate Classes
ELANTIC TELECOM: U.S. Trustee Amends Creditor Committee Membership

ENDURANCE SPECIALTY: Expands Into Agribusiness Reinsurance Market
ENRON CORP: Court OKs $2.4 Bil. CrossCountry Sale to CCE Holdings
ENTERPRISE PRODUCTS: Prices $2 Bil. Senior Debt Private Offering
FAIR GROUNDS: Court Approves $47 Mil. Churchill Downs Acquisition
FEDERAL-MOGUL: Asks Court to Extend Removal Period to February 1

FRANK'S NURSERY: U.S. Trustee Picks 7-Member Creditors Committee
GRAPHIC PACKAGING: Moody's Puts B1 Rating on $1.256B Senior Notes
HANOVER DIRECT: Appoints Hallie Sturgill as VP & Controller
IMPERIAL SCHRADE: Hires Hancock Estabrook as Bankruptcy Counsel
INDIANA PHOENIX: Case Summary & 20 Largest Unsecured Creditors

LAWNMASTER SERVICES: Case Summary & 17 Largest Unsecured Creditors
MERRILL LYNCH: Fitch Assigns Low-B Ratings to Two Cert. Classes
METALDYNE CORP: Reports Preliminary Financial Information
MIRANT CORP: Asks Court to Lift Stay to Allow 3 Suits to Proceed
MIRANT CORP: Wyandotte City Asks Court for Tax Collection Help

MUELLER HOLDINGS: Extends Sr. Debt Exchange Offer Until Wednesday
NATIONAL CENTURY: Court Refuses to Quash July CSFB Subpoena
NORTEL NETWORKS: Declares Preferred Share Dividends
NORTHERN KENTUCKY: Committee Wants Ulmer & Berne as Counsel
OAKWOOD LIVING: Files a Consensual Plan With GMAC Commercial

OGLEBAY NORTON: Judge Denies Appointment of Toxic Tort Committee
OXFORD IND: Will Report 2005 First Quarter Results on Thursday
PACIFIC GAS: To Redeem $500 Million in Mortgage Bonds Due 2006
PARMALAT: Farmland Gets Court OK to Pay Benefit Plan Obligations
POINT WEST: Files Chapter 7 Petition in N.D. California

POINT WEST CAPITAL: Voluntary Chapter 7 Case Summary
PRICELINE.COM INC: S&P Puts B Rating on Convertible Senior Notes
QUIGLEY COMPANY: U.S. Trustee Picks 7-Member Creditors Committee
RAILAMERICA INC: S&P Assigns BB Rating to $450M Senior Facilities
RELIANT ENERGY: Offering Competitive Electricity Supply in W. Pa.

RIVERSIDE FOREST: Board Says Tolko's Hostile Bid Still Inadequate
SAMSONITE CORPORATION: Extends Exchange Offer Until October 1
SI CORP: S&P Places B Rating on Planned $230M Senior Secured Notes
SOLECTRON CORP: To Webcast 4th Qtr. Financial Results Tomorrow
SOLUTIA INCORPORATED: Asks Court to Approve Deferral Agreement

SOUTHWEST HOSPITAL: Wants to Hire J.H. Cohn as Financial Advisor
TANGO INC: Subsidiary Shows Signs of Success in September
TITAN ENERGY: Case Summary & 20 Largest Unsecured Creditors
TRANSMONTAIGNE: S&P Places BB- Corp. Credit Rating on CreditWatch
TRUMP HOTELS: Ends Talks with DLJ Merchant on Equity Investment

UAL CORP: Wants to Assume & Assign Leases to CenterPoint
UAL CORP: Inks Settlement Agreement with ACI & XL Insurance
UNITED AUBURN: S&P Upgrades Corporate Credit Rating to BB+
US AIRWAYS: U.S. Trustee Appoints Unsecured Creditors' Committee
US AIRWAYS: Wants to Honor Interline & Eight Other Agreements

US AIRWAYS: Wants to Pay Postpetition Pension Obligations
VANGUARD HEALTH: Blackstone Group Completes Major Investment
WHITING PETROLEUM: Buys 17 W. Texas & New Mexico Fields for $345M
WINROCK GRASS: Case Summary & 21 Largest Unsecured Creditors
WISCONSIN REALTY: Case Summary & 19 Largest Unsecured Creditors

WORLDCOM INC: Asks Court to Bar Teleserve Systems' $7.5M Claims

* FTI Consulting Welcomes Dennis Shaughnessy as Chairman
* Gordon & Glickson Expands IT Practice with Three New Attorneys

* BOND PRICING: For the week of September 27 - October 1, 2004

                          *********

ACCLAIM ENTERTAINMENT: Trustee Hires LaMonica Herbst as Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
gave Allan B. Mendelsohn, Esq., the Chapter 7 Trustee of the
estate of Acclaim Entertainment, Inc., permission to employ
LaMonica Herbst & Maniscalco, LLP, as his counsel.

Lamonica Herbst will:

    a) assist the Trustee in the negotiations with General
       Motors Acceptance Corp., which has asserted a first and
       senior security interest in all of the Debtor's various     
       assets, regarding the sale and liquidation of the
       Debtor's assets;

    b) prepare all of the applications and motions in connection
       with the various asset sales that the Trustee anticipates
       will be brought before the Bankruptcy Court;

    c) assist the Trustee in the investigation of the Debtor's
       financial affairs to determine if any claims and causes
       of actions exist under Sections 542, 544, 546, 547, 548,
       and 550 of the Bankruptcy Code and under the relevant
       provisions of New York law; and

    d) assist and represent the Trustee in the wind down and
       liquidation of the Debtor's estate.

The Bankruptcy Court orders that no compensation shall be paid to
LaMonica Herbst for professional services rendered to the Trustee,
except upon further order of the Court.

LaMonica Herbst does not have any interest adverse to the Debtor
or its estate.

Headquartered in Glen Cove, New York, Acclaim Entertainment is a  
worldwide developer, publisher and mass marketer of software for  
use with interactive entertainment game consoles including those  
manufactured by Nintendo, Sony Computer Entertainment and  
Microsoft Corporation as well as personal computer hardware  
systems. The Company filed a chapter 7 petition on September 1,
2004 (Bankr. E.D.N.Y Case No. 04-85595). Jeff J. Friedman at
Katten Muchin Zavis Rosenman represents the Debtor.  When the
Company filed for bankruptcy, it listed $47,338,000 in total
assets and $145,321,000 in total debts.


ADEPT TECHNOLOGY: Board Authorizes Reverse Stock Split
------------------------------------------------------
Adept Technology, Inc. (OTCBB:ADTK), a leading manufacturer of
robotic systems, motion control and machine vision technology,
said its board of directors has authorized a reverse stock split,
to be effected at a ratio of not less than one-for-four (1:4) and
not more than one-for-seven (1:7), subject to approval by the
Company's shareholders at its annual shareholders meeting
scheduled for November 4, 2004. The record date for determination
of stockholders entitled to vote at the meeting is September 24,
2004. If approved, the board would have the authority to determine
the final split ratio within the proposed range, and to complete
the reverse split not later than February 28, 2005. On a pre-split
basis, Adept currently has approximately 30 million common shares
outstanding.

"The reverse stock split should ultimately help improve trading
liquidity in Adept's common stock," said Robert Bucher, chairman
and chief executive officer. "Shareholders are expected to benefit
from lower transaction costs for a higher priced stock, and a
higher price may meet investing guidelines for certain
institutional investors and investment funds," Mr. Bucher added.
"The reverse split is also expected to move us closer to
qualifying for relisting on the NASDAQ National Market, and we
currently intend to apply for relisting once we have satisfied the
remaining requirements."

Adept will file a preliminary proxy statement with the Securities
and Exchange Commission regarding the reverse stock split proposal
shortly, and will mail a definitive proxy statement to its
stockholders regarding the proposal. Adept stockholders are urged
to read the definitive proxy statement when it becomes available
because it will contain important information about Adept and the
reverse stock split proposal. The proxy statement and other
relevant materials (when they become available), as well as any
other documents filed by Adept with the SEC, may be obtained at
the SEC's web site, http://www.sec.gov/

                        About the Company

Adept Technology designs, manufactures and markets robotic
systems, motion control and machine vision technology for the
telecommunications, electronics, semiconductor, automotive, lab
automation, and biomedical industries throughout the world.
Adept's robots, controllers, and software products are used for
small parts assembly, material handling and packaging. Adept's
intelligent automation product lines include industrial robots,
configurable linear modules, machine controllers for robot
mechanisms and other flexible automation equipment, machine
vision, systems and software, and application software. Founded in
1983, Adept Technology is America's largest manufacturer of
industrial robots. More information is available at
http://www.adept.com/

                          *     *     *

                  Liquidity and Capital Resources

In its latest Form 10-Q for the quarterly period ended March 27,
2004, filed with the Securities and Exchange Commission, Adept
Technology reported that it has experienced declining revenue in
each of the last two fiscal years and incurred net losses in the
first three quarters of fiscal 2004 and each of the last four
fiscal years. During this period, the Company has consumed
significant cash and other financial resources. In response to
these conditions, Adept reduced operating costs and employee
headcount, and restructured certain operating lease commitments in
each of fiscal 2002 and fiscal 2003. It recorded additional
restructuring charges in the third quarter of fiscal 2004 related
to the departure of Messrs. Carlisle and Shimano, pursuant to the
Severance Agreements entered into between Adept and each of them.
These adjustments to its operations have significantly reduced its
rate of cash consumption. It also completed an equity financing
with net proceeds of approximately $9.4 million in November 2003.

As of March 27, 2004, the Company had working capital of
approximately $12.7 million, including $5.7 million in cash, cash
equivalents and short-term investments, and a short-term
receivables financing credit facility of $1.75 million net, of
which $0.5 million was outstanding and $1.3 million remained
available under this facility.

On April 22, 2004, this facility was amended and now
permits the Company to borrow up to $4.0 million. Adept has
limited cash resources, and because of certain regulatory
restrictions on its ability to move certain cash reserves from its
foreign operations to its U.S. operations, it may have limited
access to a portion of its existing cash balances. In addition to
the proceeds of its 2003 financing, the Company currently depend
on funds generated from operating revenue and the funds available
through its amended loan facility to meet its operating
requirements. As a result, if any of its assumptions are
incorrect, it may have difficulty satisfying its obligations in a
timely manner.

"We expect our cash ending balance to be between approximately
$5.0 and $5.5 million at June 30, 2004. Our ability to effectively
operate and grow our business is predicated upon certain
assumptions, including:

   (i) that our restructuring efforts effectively reduce
       operating costs as estimated by management and do not
       impair our ability to generate revenue,

  (ii) that we will not incur additional unplanned capital
       expenditures for the next twelve months,

(iii) that we will continue to receive funds under our existing
       accounts receivable financing arrangement or a new credit
       facility,

  (iv) that we will receive continued timely receipt of payment
       of outstanding receivables, and not otherwise experience
       severe cyclical swings in our receipts resulting in a
       shortfall of cash available for our disbursements during
       any given quarter, and

   (v) that we will not incur unexpected significant cash
       outlays during any quarter."


AIR CANADA: ACE Aviation Shares to Start Trading on TSX on Oct. 4
-----------------------------------------------------------------
Air Canada provided an update on the airline's restructuring under
the Companies' Creditors Arrangement Act.

ACE Aviation Holdings, Inc., received conditional approval from
The Toronto Stock Exchange for the listing of its voting shares,
trading symbol ACE.B., and its variable voting shares, trading
symbol ACE.RV, conditional upon satisfying the requirements of the
TSX including the Consolidated Plan of Reorganization, Compromise
and Arrangement involving Air Canada, ACE and certain of Air
Canada subsidiaries being implemented on September 30, 2004.  It
is expected that the voting shares and the variable voting shares
of ACE will be listed on the TSX at the close of business on
September 29, 2004 and will start trading on October 4, 2004.

Headquartered in Saint-Laurent, Quebec Canada, Air Canada --
http://www.aircanada.ca/-- represents Canada's only major  
domestic and international network airline, providing scheduled
and charter air transportation for passengers and cargo.  The
Company filed for CCAA protection on April 1, 2003 (Ontario
Superior Court of Justice, Case No. 03-4932) and filed a Section
304 petition in the U.S. Bankruptcy Court for the Southern
District of New York (Case No. 03-11971).  Mr. Justice Farley
sanctioned Air Canada's CCAA restructuring plan on Aug. 23, 2004.
Air Canada intends to emerge from CCAA protection on
September 30, 2004.  Sean F. Dunphy, Esq., and Ashley John Taylor,
Esq., at Stikeman Elliott LLP, in Toronto, serve as Canadian
Counsel to the carrier.  Matthew A. Feldman, Esq., and Elizabeth
Crispino, Esq., at Willkie Farr & Gallagher serve as the Debtors'
U.S. Counsel.  When the Debtors filed for protection from its
creditors, they listed C$7,816,000,000 in assets and
C$9,704,000,000 in liabilities.


ARMSTRONG WORLD: Plan Filing Exclusivity Extended to April 4, 2005
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
the period within which Armstrong World Industries, Inc., and its
debtor-affiliates have the exclusive right to file a Chapter 11
plan through April 4, 2005.

The Court also extended the period within which the Debtors have
the exclusive right to solicit acceptances for their Plan through
and including June 6, 2005.

As reported in the Troubled Company Reporter on August 31, 2004,
Rebecca L. Booth, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, reminded the Bankruptcy Court that Armstrong
World Industries, Inc.'s Fourth Amended Plan of Reorganization
filed on May 23, 2003, was confirmed by Judge Newsome. The Company
is waiting for the United States District Court for the District
of Delaware to affirm the plan pursuant to 11 U.S.C. Sec. 524(g).

On June 16, 2004, by designation order, AWI's Chapter 11 cases
were assigned to District Court Judge Eduardo C. Robreno.  Judge
Robreno entered a case management order requiring AWI and other
interested parties in AWI's Chapter 11 cases to submit status
reports on pending matters.  The reports were submitted on
July 28, 2004.  Following his review of those reports, Judge
Robreno will set a date for a status conference before him to
address the resolution of the pending matters before him,
including the Plan's confirmation.  Accordingly, the timing and
terms of confirmation and implementation of the Plan and
resolution of AWI's Chapter 11 cases remain uncertain.

In view of the substantial progress that has been made to date in
furtherance of the reorganization process and the unexpected
circumstances that have delayed the Plan's confirmation, the
Debtors believe that ample cause exists for the extension of their
exclusive periods to file a Plan and to solicit acceptances for
that Plan.  Ms. Booth asserts that the Debtors invested a
substantial amount of time and effort to file and ultimately
confirm the Plan.  The filing of competing reorganization plans by
other parties-in-interest will necessarily result in the
disruption and dislocation of a plan process that is clearly well
under way.  The extension of the Exclusive Periods will avoid this
disruption and dislocation, and will enable the Debtors to confirm
the Plan in the manner contemplated by Chapter 11 of the
Bankruptcy Code.

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)


BAR OCHO LLC: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Bar Ocho, LLC
        2801 Western # E
        Seattle, Washington 98121

Bankruptcy Case No.: 04-22490

Type of Business: The Debtor operates a restaurant.

Chapter 11 Petition Date: September 23, 2004

Court: Western District of Washington (Seattle)

Judge: Philip H. Brandt

Debtor's Counsel: Larry B. Feinstein, Esq.
                  Vortman & Feinstein
                  500 Union Street #500
                  Seattle, WA 98101
                  Tel: 206-223-9595

Total Assets: $1,377,198

Total Debts:  $212,900

Debtor's 14 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Enviromech                                  $45,000

Law Offices of Michael Riley                $32,500

iDine                                       $30,000

Justin Evans                                $20,000

Commercial Real Estate Leasing              $18,000
Ewing & Clark Incorporated

DJ Electric, Inc.                           $15,000

Leathers                                    $12,500

Nick Riley, LLC                             $12,000

Mazzer & Son Carpentry, Inc.                 $8,000

Sysco Seattle                                $3,000

Jones Glassworks                             $2,000

RPI                                          $1,500

Burgess Enterprises                          $1,000

DPA Signs                                      $400


CALPINE CORPORATION: Offering $600M Unsecured Convertible Notes
---------------------------------------------------------------
Calpine Corporation (NYSE: CPN) intends to commence an offering of
approximately $600 million of new unsecured convertible notes due
2014.  The final principal amount and pricing will be determined
by market conditions.

Deutsche Bank Securities, Inc., is the sole book-running manager
of the offering.  Calpine intends to grant Deutsche Bank the
option to purchase up to$90 million of additional notes to cover
over-allotments.  Concurrent with this offering, Calpine also
intends to do the following:
    
    -- Utilize cash on-hand to repurchase approximately
       $266 million principal amount of its existing 4 3/4%
       unsecured convertible notes due 2023 from Deutsche Bank;

    -- Call the remaining $198.5 million principal amount of its
       5-3/4% HIGH TIDES I preferred securities and also call the
       remaining $285 million principal amount of its 5-1/2% HIGH
       TIDES II preferred securities;

    -- In order to facilitate the offering of the new unsecured
       convertible notes, Calpine intends to enter into a 10-year
       Share Lending Agreement with Deutsche Bank, as borrower,
       covering up to 89 million shares of Calpine's common stock.  

Calpine will offer to the public the shares borrowed by Deutsche
Bank under Calpine's shelf registration statement.  Calpine will
not receive any proceeds of the registered offering of common
stock.  Instead, Calpine expects that Deutsche Bank will use those
proceeds to enable the purchasers of the new unsecured convertible
notes to hedge their investments in the notes through short sales
or privately negotiated derivative transactions.
    
Calpine does not expect the borrowed shares to be considered
issued or outstanding from an accounting standpoint and
accordingly does not expect the borrowed shares to have a dilutive
impact on the company's earnings per share.

Calpine expects to use the net proceeds from the convertible notes
offering to redeem HIGH TIDES I and HIGH TIDES II, to redeem or
repurchase other existing indebtedness through open-market
purchases, and as otherwise permitted by its indentures.
    
Calpine Corporation is a North American power company dedicated to
providing electric power to customers from clean, efficient,
natural gas-fired and geothermal power plants.  The company
generates power at plants it owns or leases in 21 states in the
United States, three provinces in Canada and in the United
Kingdom.

Calpine Corporation, is a North American power company dedicated
to providing electric power to customers from clean, efficient,
natural gas-fired and geothermal power facilities. The company
generates power at plants it owns or leases in 21 states in the
United States, three provinces in Canada and in the United
Kingdom.  Calpine is also the world's largest producer of
renewable geothermal energy, and owns or controls approximately
one trillion cubic feet equivalent of proved natural gas reserves
in the United States and Canada.  For more information about
Calpine, visit http://www.calpine.com/

                         *     *     *

Calpine's junk-rated:

   * 7.750% notes due April 15, 2009;
   * 8.500% notes due February 15, 2011; and
   * 8.625% notes due August 15, 2010.

are trading in the high-50s and low 60s.

As reported in the Troubled Company Reporter on August 18, 2004,
Calpine Corp.'s outstanding $5.5 billion senior unsecured notes
are affirmed at 'B-' by Fitch Ratings. In addition, CPN's
outstanding $2.9 billion second priority senior secured notes are
affirmed at 'BB-' and its $1.1 billion outstanding convertible
preferred securities/high TIDES at 'CCC'.  The Rating Outlook for
CPN is Stable.

CPN's ratings reflect its highly leveraged financial profile and
exposure to cyclical commodity market conditions, which continue
to reduce realized returns on the unhedged portion of CPN's
generating portfolio.  In addition, CPN's remaining plant
construction program will continue to place near-term pressure on
the company's credit profile as cash inflows and earnings tend to
lag investment expenditures.  For the twelve-month period ended
March 31, 2004, lease adjusted debt to EBITDAR exceeded 10.0 times
(x).  CPN continues to pursue the sale of some of its more liquid
assets, including the planned sale of approximately 230 billion
cubic feet equivalent (Bcfe) of Canadian-based natural gas
reserves and ongoing monetization of above-market power sales
contracts, further reducing financial flexibility.


CALPINE CORPORATION: Offering $785 Million Senior Secured Notes
---------------------------------------------------------------
Calpine Corporation (NYSE: CPN) intends to commence an offering of
approximately $785 million of first-priority senior secured notes
due 2014.

The final principal amount and pricing will be determined by
market conditions.  These notes will be secured, directly and
indirectly, by substantially all of the assets owned by Calpine,
including its natural gas and power assets and the stock of
Calpine Energy Services and other subsidiaries.

Net proceeds from this offering are ultimately expected to be used
to redeem or repurchase existing indebtedness through open-market
purchases, and as otherwise permitted by the company's indentures.

The secured notes will be offered in a private placement under
Rule 144A, have not been registered under the Securities Act of
1933, and may not be offered in the United States absent
registration or an applicable exemption from registration
requirements.  This press release shall not constitute an offer to
sell or the solicitation of an offer to buy.  Securities laws
applicable to private placements under Rule 144A limit the extent
of information that can be provided at this time.
    
Calpine Corporation -- http://www.calpine.com--is a North  
American power company dedicated to providing electric power to
customers from clean, efficient, natural gas- fired and geothermal
power facilities.  The company generates power at plants it owns
or leases in 21 states in the United States, three provinces in
Canada and in the United Kingdom.  Calpine is also the world's
largest producer of renewable geothermal energy, and owns or
controls approximately one trillion cubic feet equivalent of
proved natural gas reserves in the United States and Canada.

                         *     *     *

As reported in the Troubled Company Reporter today, Standard &
Poor's Ratings Services assigned its 'B+' rating to Calpine
Corp.'s $785 million first-priority senior secured notes due in
2014, which is one notch higher than the company's corporate
credit rating.  Standard & Poor's also assigned its '1' recovery
rating to the notes, indicating a high expectation of full
recovery of principal if a default occurs.

Calpine's junk-rated:

   * 7.750% notes due April 15, 2009;
   * 8.500% notes due February 15, 2011; and
   * 8.625% notes due August 15, 2010.

are trading in the high-50s and low 60s.

As reported in the Troubled Company Reporter on August 18, 2004,
Calpine Corp.'s outstanding $5.5 billion senior unsecured notes
are affirmed at 'B-' by Fitch Ratings. In addition, CPN's
outstanding $2.9 billion second priority senior secured notes are
affirmed at 'BB-' and its $1.1 billion outstanding convertible
preferred securities/high TIDES at 'CCC'.  The Rating Outlook for
CPN is Stable.

CPN's ratings reflect its highly leveraged financial profile and
exposure to cyclical commodity market conditions, which continue
to reduce realized returns on the unhedged portion of CPN's
generating portfolio.  In addition, CPN's remaining plant
construction program will continue to place near-term pressure on
the company's credit profile as cash inflows and earnings tend to
lag investment expenditures.  For the twelve-month period ended
March 31, 2004, lease adjusted debt to EBITDAR exceeded 10.0 times
(x).  CPN continues to pursue the sale of some of its more liquid
assets, including the planned sale of approximately 230 billion
cubic feet equivalent (Bcfe) of Canadian-based natural gas
reserves and ongoing monetization of above-market power sales
contracts, further reducing financial flexibility.


CALPINE CORP: S&P Assigns B+ Rating to $785M Senior Secured Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
Calpine Corp.'s $785 million first-priority senior secured notes
due in 2014, which is one notch higher than the company's
corporate credit rating.  Standard & Poor's also assigned its '1'
recovery rating to the notes, indicating a high expectation of
full recovery of principal if a default occurs.

The rating on Calpine (B/Negative/--), a San Jose, California-
based corporation engaged in the development, acquisition,
ownership, and operation of power generation facilities, reflects
Calpine's credit statistics are weak.

For example, adjusted funds from operations -- FFO -- interest
coverage was low at 0.7x on a 12-month rolling period ending
June 30, 2004.  In addition, Standard & Poor's expectation over
the next five years is that minimum and average adjusted FFO
interest coverage ratios will not exceed 1.3x and 1.9x,
respectively, assuming no additional development.  However,
Standard & Poor's expects FFO interest coverage to remain near
1.0x, even under stress scenarios.  Overall business risks have
increased.  Calpine's monetization of contractual revenue and
sales of its gas assets and assets with contractual revenues will
increase cash flow volatility because merchant power revenues and
higher gas expenses will make up a larger portion of available
cash.

Calpine has limited opportunities to reduce its debt burden and
has taken on more debt to fund its construction program.
Calpine's target of 65% debt leverage makes the company vulnerable
to electricity price volatility and capital-market access.
Calpine's inability to access the equity markets has led to debt
levels over 70%.  Adjusted debt levels are expected to remain
above 70% over the next five years.

Calpine's contractual revenue base offsets some of the cash flow
volatility caused by merchant power sales.  The contracts, which
are mostly with utilities and other load-serving entities, have a
seven-year average life and a weighted average credit rating of
'BBB+'.

Calpine has proven its ability to efficiently operate its power
plants, with average availabilities of more than 90% for the six
months ended June 30, 2004, including multiple, newly constructed
units.

Calpine has proven its ability to manage and build multiple plants
in a timely and efficient manner.  Calpine has successfully built
its projects on time and within budget.  Calpine can standardize
its plants' designs and achieve economies of scale in design and
maintenance because most of the new plants are combined-cycle
facilities, using F-turbine technology.

Highly efficient gas turbines increasingly make up a larger
percentage of Calpine's fleet, which should ensure a higher level
of dispatch compared with the older plants that Calpine's
competitors have purchased over the past few years.

The negative outlook reflects Calpine's weak financial ratios.  
The ratings could be lowered if Calpine's FFO interest coverage
remains substantially below 1x or if Calpine cannot refinance the
$1 billion of High Tides in a timely manner.


CATHOLIC CHURCH: Tucson Wants to Hire Gust Rosenfeld as Counsel
---------------------------------------------------------------
Gust Rosenfeld P.L.C. is a general practice law firm of 47 lawyers
whose specialty practice areas include, among other things,
bankruptcy, banking, commercial finance, insurance defense,
corporations, education, estates and trusts, labor and employment,
litigation, and real estate.

Gust Rosenfeld is familiar with the general practices and workings
of the Roman Catholic Church of the Diocese of Tucson, Arizona.  
Specifically, Reverend Gerald F. Kicanas, D.D., the Bishop of the
Diocese of Tucson, tells Judge Marlar that Gus Rosenfeld is highly
qualified to provide the legal services needed by the Diocese in
its corporate, religious, real estate and general operational
matters.

The Diocese, hence, seeks the Arizona Bankruptcy Court's authority
to employ Gust Rosenfeld as its general business and corporate
counsel, nunc pro tunc to September 20, 2004.

As the lead attorney, Gerard R. O'Meara, Esq., is paid $150 per
hour.  Work performed by paralegals will be paid at $75 per hour.
Any costs incurred will be paid in addition to the fees.

Mr. O'Meara assures the Court that his firm is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code,
and does not hold any interest adverse to the Diocese's estate.

The Roman Catholic Church of the Diocese of Tucson filed for
chapter 11 protection (Bankr. D. Ariz. Case No. 04-04721) on
September 20, 2004, and delivered a plan of reorganization to the
Court on the same day.  Susan G. Boswell, Esq., Kasey C. Nye,
Esq., at Quarles & Brady Streich Lang LLP, represent the Tucson
Diocese.  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 Portland Archdiocese in its restructuring
efforts.  Portland's 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)


CE GENERATION: Fitch Affirms BB Rating on $100M Secured Bonds
-------------------------------------------------------------
Fitch Ratings has affirmed the 'BB' rating of CE Generation LLC's
$400 million secured bonds due 2018 and removed the Rating Watch
status.

The bonds were previously placed on Rating Watch Positive due to
the improved credit quality of Southern California Edison, the
purchaser of a significant portion of CE Generation's output.  The
rating affirmation is the result of a full review of CE
Generation's financial and operating performance.  Overall,
CE Generation's cash flow is meaningfully below original
projections, primarily as a result of increased operating costs at
the geothermal facilities.  Additionally, the receipt of
distributions from the geothermal facilities is less certain as
debt service coverage ratios are approaching distribution
thresholds in the project-level loan agreements.

The current rating reflects CE Generation's credit quality on a
stand-alone basis, absent counterparty constraints.  Furthermore,
the assigned rating reflects CE Generation's credit quality in the
long term. Fitch believes that CE Generation's credit fundamentals
in the near term are stronger than typical for the rating
category.

CE Generation is a portfolio of ownership interests in 10
geothermal and three natural gas fired generation facilities.  The
10 geothermal facilities -- Salton Sea Funding -- are separately
encumbered with project-level debt as is one natural gas fired
facility -- Saranac.  The two remaining facilities are
unencumbered at the project level.  CE Generation also receives
fees for providing operating services to the Saranac facility.  
The project-level debt is structurally senior to the CE Generation
debt, leaving CE Generation vulnerable to distribution tests in
the project-level loan agreements.

Prior to the expiration of Saranac's contracts and debt in 2009,
approximately 60% of CE Generation's annual cash flow is derived
from Saranac and 35% from Salton Sea Funding.  Fitch believes it
is unlikely that distributions from Saranac will be trapped at the
project, as debt service coverage ratios are significantly above
the distribution threshold.  However, due to increased operating
costs at the geothermal facilities, there is greater potential for
a temporary interruption in distributions from Salton Sea Funding.  
Accordingly, Fitch views CE Generation's credit profile in the
near term as analogous to the subordinate debt of Saranac,
enhanced by potential distributions from Salton Sea Funding.

However, in the long term, Salton Sea Funding replaces Saranac as
the driver of CE Generation's credit quality.  Fitch expects that
distributions from Salton Sea Funding will eventually constitute
the vast majority of CE Generation's cash flow as it is uncertain
to what extent the natural gas fired facilities will be
profitable.  Accordingly, Fitch views CE Generation's long-term
credit profile as analogous to the subordinate debt of Salton Sea
Funding.  Favorably, Salton Sea Funding's credit quality appears
stronger in the long term than at present, as declining annual
debt service leads to increasing debt service coverage ratios
after 2009.

The primary long-term credit concern is short-run-avoided-cost --
SRAC -- pricing for energy delivered under eight contracts with
Southern California.  SRAC is a regulatory energy price currently
indexed to the prevailing natural gas price.  While debt service
coverage ratios range from 1.4 times (x) to 2.3x under the current
SRAC regime, sensitivity analysis shows a vulnerability to low
SRAC prices.  Furthermore, Southern California has recently filed
requests with the California PUC to modify the SRAC formula, and
such changes could exacerbate CE Generation's exposure to volatile
natural gas prices.

Factors that could improve future credit quality include:

   -- A reversal of the increase in chemical and waste disposal
      costs at the geothermal facilities;

   -- Stability in SRAC energy pricing;

   -- The sale of currently uncommitted output under long term
      contracts on favorable terms.


CENDANT MORTGAGE: Fitch Places Low-B Ratings on Classes B-4 & B-5
-----------------------------------------------------------------
Fitch Ratings has taken rating actions on these Cendant Mortgage
Corporation mortgage pass-through certificates:

   Series 2002-8

      -- Class A affirmed at 'AAA';
      -- Class B-1 upgraded to 'AAA' from 'AA';
      -- Class B-2 upgraded to 'AA' from 'A';
      -- Class B-3 upgraded to 'A' from 'BBB';
      -- Class B-4 upgraded to 'BBB' from 'BB';
      -- Class B-5 upgraded to 'BB' from 'B'.

   Series 2003-1

      -- Class A affirmed at 'AAA';
      -- Class B-1 affirmed at 'AA';
      -- Class B-2 affirmed at 'A';
      -- Class B-3 affirmed at 'BBB';
      -- Class B-4 affirmed at 'BB';
      -- Class B-5 affirmed at 'B'.

The upgrades reflect an increase in credit enhancement relative to
future loss expectations and affect $6,671,910 of outstanding
certificates detailed above.  The affirmations reflect credit
enhancement consistent with future loss expectations and affect
$239,678,654 of outstanding certificates detailed above.

The mortgage pool in the series 2002-8 transaction consists of
one-to-four family conventional, fixed-rate mortgage loans secured
by first liens on residential mortgage properties.

As of the August 2004 distribution date, the current credit
enhancement levels for all classes in this transaction have more
than doubled from the original credit enhancement levels (at the
closing date of Oct. 30, 2002):

   * classes A-1 through A-11, P, X, R-I, and R-II certificates
     (senior certificates) currently benefit from 8.23%
     subordination provided by the subordinate classes (originally
     2.90%);

   * class B-1 benefits from 3.97% subordination (originally
     1.40%);

   * class B-2 benefits from 2.27% subordination (originally
     0.80%);

   * class B-3 benefits from 1.42% subordination (originally
     0.50%);

   * class B-4 benefits from 0.85% subordination (originally
     0.30%); and

   * class B-5 benefits from 0.43% subordination (originally
     0.15%).

As of the August 2004 distribution date, the pool factor (current
mortgage loans outstanding as a percentage of the initial pool)
for the series 2002-8 transaction is 34%, and there have been no
losses in the pool.  There are no loans currently in the 90 plus
delinquency, bankruptcy, foreclosure or REO buckets.

The mortgage pool in the series 2003-1 transaction consists of
one-to-four family conventional, fixed-rate mortgage loans secured
by first liens on residential mortgage properties.

As of the August 2004 distribution date, the current credit
enhancement levels for all classes in this transaction are:

   * classes A-1 through A-10, P, X, and R (senior certificates)
     currently benefit from 9.79% subordination provided by the
     subordinate classes (originally 6.00%);

   * class B-1 benefits from 2.45% subordination (originally
     1.50%);

   * class B-2 benefits from 1.63% subordination (originally
     1.00%);

   * class B-3 benefits from 0.90% subordination (originally
     0.55%);

   * class B-4 benefits from 0.57% subordination (originally
     0.35%); and

   * class B-5 benefits from 0.33% subordination (originally
     0.20%).

As of the August 2004 distribution date, the pool factor for the
series 2003-1 transaction is 60%, and there have been no losses on
the pool.  There is currently only one loan, with $681,291
outstanding, in the 90 plus delinquency bucket (0.41% of the
pool), and there are no loans in the bankruptcy, foreclosure, or
REO buckets.

All of the mortgage loans in both transactions were either
originated or acquired in accordance with the underwriting
guidelines established by Cendant Mortgage Corporation.  Any
mortgage loan with an original loan to value in excess of 80% is
required to have a primary mortgage insurance policy.

Approximately 0.78% (in series 2002-8) and 2.64% (in series
2003-1) of the mortgage loans are referred to as 'additional
collateral loans' and are secured by a security interest, normally
in securities owned by the borrower (generally not exceeding 30%
of the loan amount).  Furthermore, Ambac Assurance Corporation
provides a limited purpose surety bond, which guarantees that the
trust receives certain shortfalls and proceeds realized from the
liquidation of the additional collateral, up to 30% of the
original principal amount of that additional collateral loan.

Cendant Mortgage Corporation, rated 'RPS1' by Fitch Ratings, is
the master servicer, and Citibank N.A. is the trustee for both
transactions.


CHOICE ONE: Says Chapter 11 Prepack Proceeding Remains on Track
---------------------------------------------------------------
Choice One Communications (OTCBB: CWON), an Integrated
Communications Provider offering facilities-based voice and data
telecommunications services, including Internet solutions, to
clients in 29 Northeast and Midwest markets, reported a series of
operational actions to reduce costs and enhance the efficiency of
its back-office and sales operations.

The actions do not affect either client service personnel or
client services, which continue without interruption. The Company
believes that as a result of the operational actions, and of the
Company's planned financial restructuring, Choice One will be
well-positioned strategically, operationally and financially for
long-term strength and success.

The Company said that its previously announced plans to pursue a
financial restructuring through a "prepackaged" chapter 11
proceeding remain on track, with the filing expected to occur
later this month or in early October and to be completed by year
end. As indicated in the Company's August 2 announcement, Choice
One expects its financial restructuring to substantially reduce
the Company's debt, strengthen its balance sheet, and increase its
liquidity.

"We are determined to take the steps necessary to enable Choice
One to remain a premier provider of telecommunications services
both operational and financially," said Steve Dubnik, Chairman and
Chief Executive Officer. "The actions we are taking will
significantly improve our operational efficiency while enhancing
our ability to continue to provide outstanding service to our
clients."

Among the steps taken are the following:

   -- The implementation, companywide, of a more efficient, team-
      based provisioning process to reduce the interval between
      new client orders and the initiation of service, increase
      accuracy, and reduce costs. Reflecting the operating
      efficiencies created by this new provisioning process, which
      Choice One has successfully tested over the past two months,
      a limited number of back-office positions will be
      eliminated, and it is anticipated that certain back-office
      staff currently located in the Company's regional
      headquarters in Grand Rapids, Michigan, will be moved to the
      Company's headquarters in Rochester, New York.

   -- A shift in marketing model, in seven of the Company's 29
      markets, from direct sales by Choice One personnel to the
      use of independent sales agents and the associated
      elimination of Company-owned sales offices. The markets
      involved include Columbus, Oh., Evansville, Ind., Hartford,
      Conn., New Haven, Conn., Indianapolis, In., Kalamazoo,
      Mich., and Springfield, Mass. There, as elsewhere, Choice
      One will continue to provide service to both existing and
      new clients exactly as before. Beyond the sales positions
      eliminated in these seven markets, the Company expects to
      eliminate few if any sales positions in the 22 other Choice
      One markets.

No changes are currently planned for the Company's regional
headquarters in Green Bay, Wis., which is primarily a call center
responding to client inquiries across all of its markets.

The operational actions announced are expected to result in an
approximately 14 percent reduction in the Company's staffing level
organization-wide, to approximately 1,200 from a total of
approximately 1,400 colleagues as of June 30, 2004. As a result of
planned job transfers from Grand Rapids to Rochester, however, it
is anticipated that staff levels at the Company's corporate
headquarters in Rochester may increase.

"After an intensive operational review process in preparation for
our planned financial restructuring, we have aggressively and
comprehensively pursued the operational actions announced. I am
confident that the operational steps we have taken, combined with
the financial restructuring we are in the process of implementing,
will make us a stronger and better company," Mr. Dubnik said.

               About Choice One Communications

Headquartered in Rochester, New York, Choice One Communications
Inc. (OTCBB: CWON) is a leading Integrated Communications Provider
offering voice and data services including Internet solutions, to
businesses in 29 metropolitan areas (markets) across 12 Northeast
and Midwest states. Choice One reported $323 million of revenue in
2003, and provides services to more than 100,000 clients.

Choice One's markets include: Hartford and New Haven, Connecticut;
Rockford, Illinois; Bloomington/Evansville, Fort Wayne,
Indianapolis, South Bend/Elkhart, Indiana; Springfield and
Worcester, Massachusetts; Portland/Augusta, Maine; Grand Rapids
and Kalamazoo, Michigan; Manchester/Portsmouth, New Hampshire;
Albany, Buffalo, Rochester and Syracuse (including Binghamton,
Elmira and Watertown), New York; Akron (including Youngstown),
Columbus and Dayton, Ohio; Allentown, Erie, Harrisburg, Pittsburgh
and Wilkes-Barre/Scranton, Pennsylvania; Providence, Rhode Island;
Green Bay (including Appleton and Oshkosh), Madison and Milwaukee,
Wisconsin.

At June 30, 2004, Choice One Communications Inc.'s balance sheet
showed a $723,667,000 stockholders' deficit, compared to a
$644,995,000 deficit at December 31, 2003.


DII/KBR: KBR Shifts to Two New Divisions & Names Management
-----------------------------------------------------------
KBR, the engineering and construction subsidiary of Halliburton
(NYSE:HAL), will move from five product lines to two distinct
divisions, the energy and chemicals division and the government
and infrastructure division. Lou Pucher has been named senior vice
president, energy and chemicals division, and Bruce Stanski has
been named senior vice president, government and infrastructure
division. Both appointments are effective October 1, 2004.

"This is a new KBR. We will be a streamlined, efficient and more
profitable organization," said Andrew Lane, president and chief
executive officer, KBR. "KBR's strength is in engineering and
project management and with this new alignment we plan to further
capitalize on our core company strengths and capabilities. KBR has
had a strong historical position in LNG and oil and gas for many
years and is a leading government services contractor as well."

Both divisions will have the necessary resources to successfully
compete, and will be supported by a small corporate function.

"Improved profitability is the cornerstone of the new
organization," added Mr. Lane.

The energy and chemicals division will provide a world-class
engineering, procurement, construction and technology capability
focused on upstream and downstream markets. The government and
infrastructure division is the largest government logistics and
services contractor with premier worldwide civil infrastructure
capabilities.

KBR is a global engineering, construction, technology and services
company. Whether designing an LNG facility, serving as a defense
industry contractor or providing capital construction, KBR
delivers world-class service and performance. KBR employs 83,000
people in 43 countries around the world.

Halliburton, founded in 1919, is one of the world's largest
providers of products and services to the petroleum and energy
industries. The company serves its customers with a broad range of
products and services through its Energy Services and Engineering
and Construction Groups. The company's World Wide Web site can be
accessed at http://www.halliburton.com/

Headquartered in Houston, Texas, Kellogg, Brown & Root is engaged
in the engineering and construction business, providing a wide
range of services to energy and industrial customers and
government entities in over 100 countries. DII has no business
operations. The Company filed for chapter 11 protection on
December 16, 2003 (Bankr. W.D. Pa. Case No. 02-12152). Jeffrey N.
Rich, Esq., Michael G. Zanic, Esq., and Eric T. Moser, Esq., at
Kirkpatrick & Lockhart LLP, represent the Debtors in their
restructuring efforts.


DLJ MORTGAGE: Fitch Puts BB+ Rating on Four Certificate Classes
---------------------------------------------------------------
DLJ Mortgage Acceptance Corp., commercial mortgage pass-through
certificates, series 1997-CF1, are upgraded as follows:

   -- $24.7 million class A-2 to 'AAA' from 'AA+';
   -- $31.3 million class A-3 to 'AA-' from 'A'.

These classes are also affirmed by Fitch:

   -- $200.1 million class A-1B at 'AAA';
   -- Interest-only class S at 'AAA';
   -- $26.9 million class B-1 at 'BB+'.
   -- Classes B-2, B-3, B-4 and C are not rated by Fitch.

Class A-1A has been paid in full.

The upgrades are due to an increase in credit enhancement to the
investment-grade classes since issuance due to pay-down.  As of
the September 2004 distribution date, the pool's aggregate
certificate balance has been reduced 48.2% to $232.0 million from
$448.0 million at issuance.

GMAC Commercial Mortgage Corp., as master servicer, collected
year-end 2003 operating statements for 89% of the remaining loans
by balance.  The YE 2003 weighted-average debt service coverage
ratio -- WADSCR -- for comparable loans improved to 1.38 times
(x), compared with 1.21x at issuance.  Fitch is concerned with the
high number of loans (14.7%), which reported YE 2003 DSCRs below
1.0x.

Three loans (3.8%) are in special servicing.  The largest
specially serviced loan is Cypress Pointe Apartments (1.8%), a
multifamily property located in Dallas, Texas, currently 90 days
delinquent.  The borrower is trying to refinance the property and
is currently in negotiations with the special servicer to bring
the loan current.

The second largest specially serviced loan is the Holiday Inn
Beaufort (1.2%), a hotel property located in Beaufort, South
Carolina.  The property is real estate owned and is currently
listed for sale.


ELANTIC TELECOM: U.S. Trustee Amends Creditor Committee Membership
------------------------------------------------------------------
Level 3 Communications represented by Risa Lynn Wolf-Smith, Esq.,
resigned from the Official Committee of Unsecured Creditors in  
Elantic Telecom, Inc.'s chapter 11 case.  Level 3 did not state
its reason for resigning.  The U.S. Trustee advises that these
five creditors now serve on the Official Committee:

   1. Adelphia Communications Corp.
      Attn: Stephen Martin
      5619 DTC Parkway, Suite 800
      Greenwood Village, Colorado 80111
      Tel: 303-268-6433, Fax: 303-268-6222

   2. De-Tech, Inc.
      Attn: Edward W. Phaup, Jr.
      3404 Hermitage Rd.
      Richmond, Virginia 23227
      Tel: 804-268-6433, Fax: 303-268-6222

   3. Telcove, Inc.
      Attn: Jim Means, Secretary
      121 Champion Way
      Canonsburg, Pennsylvania 15317
      Tel: 724-743-9566, Fax: 724-743-9791

   4. Cox Communications
      Attn: Clarke Armentrout
      225 Clearfield Avenue
      Virginia Beach, Virginia 23462
      Tel: 757-222-8588, Fax: 757-369-4500

   5. Colo Properties Atlanta, LLC
      Successor to Marietta Street Partners, LLC
      Attn: Todd Raymond, Esq.
      c/o The Telx Group, Inc.
      17 State Street, 33rd Floor
      New York, New York 10004
      Tel: 212-480-3300, Fax: 212-480-8384

Headquartered in Richmond, Virginia, Elantic Telecom, Inc.
-- http://www.elantictelecom.com/-- provides wholesale fiber  
bandwidth and carrier services to long-distance, international
wireless carriers and competitive local exchange carriers across
its fiber optic network.  The Company filed for chapter 11
protection (Bankr. E.D. Va. Case No. 04-36897) on July 19, 2004.
When the Debtor filed for protection from its creditors, it listed
$19,844,000 in assets and $24,372,000 in liabilities.


ENDURANCE SPECIALTY: Expands Into Agribusiness Reinsurance Market
-----------------------------------------------------------------
Endurance Specialty Holdings Ltd. (NYSE:ENH) said its U.S.
subsidiary has formed a new underwriting unit specializing in
agribusiness reinsurance. The new Agribusiness Unit will provide
traditional reinsurance for crops and livestock, and focus on the
development of specialty yield and revenue products for the
agricultural industry. Roger Heckman, formerly of Converium, will
lead this Unit. The Agribusiness Unit will also include Catherine
Besselman, Gregg Evans, William Fischer and Bin Zhang.

William M. Jewett, President of Endurance Reinsurance Corporation
of America, commented, "Roger Heckman and his team are recognized
leaders in the development of innovative risk transfer products
for the agricultural industry, and they bring to Endurance a
wealth of experience and market knowledge. Their specialized
approach to the business and their continuous focus on the
changing needs of the marketplace fit exceptionally well with our
overall strategy. This new specialty business unit will be an
excellent complement to our existing businesses."

Mr. Heckman, who joins Endurance's U.S. platform as a Senior Vice
President, stated, "We are committed to establishing a leadership
position in the development of risk transfer products within the
agricultural industry. We plan to position ourselves as a
responsive, creative, and innovative market. Endurance's
commitment to market specialization and focus on the development
of superior analytical capabilities are fully consistent with what
is critical to achieving success in this segment. Our strategy and
ability to execute, combined with the financial strength of
Endurance, will serve our clients and brokers very well."

               About Endurance Specialty Holdings

Endurance Specialty Holdings Ltd. is a global provider of property
and casualty insurance and reinsurance. Through its operating
subsidiaries, Endurance currently writes property per risk treaty
reinsurance, property catastrophe reinsurance, casualty treaty
reinsurance, property individual risks, casualty individual risks,
and other specialty lines. Endurance's operating subsidiaries have
been assigned a group rating of A (Excellent) from A.M. Best, A2
by Moody's and A- from Standard & Poor's. Endurance's headquarters
are located at Wellesley House, 90 Pitts Bay Road, Pembroke HM 08,
Bermuda and its mailing address is Endurance Specialty Holdings
Ltd., Suite No. 784, No. 48 Par-la-Ville Road, Hamilton HM 11,
Bermuda. For more information about Endurance, please visit
http://www.endurance.bm/

                          *     *     *

As reported in the Troubled Company Reporter's June 18, 2004,
edition, Standard & Poor's Ratings Services assigned its 'BBB'
counterparty credit rating to Endurance Specialty Holdings Ltd.
and its preliminary 'BBB' senior debt, 'BBB-' subordinated debt,
and 'BB+' preferred stock ratings to the company's $1.8 billion
universal shelf registration.

"The ratings on Endurance are based on its strong competitive
position, which is supported by a diversified business platform,"
noted Standard & Poor's credit analyst Damien Magarelli. "In
addition, Endurance maintains strong capital adequacy and strong
operating performance." Offsetting these positive factors are
concerns about Endurance's exposure to catastrophes and minimal
reinsurance protections. Endurance also is a relatively new
operation, and management has not been tested through difficult
market cycles.


ENRON CORP: Court OKs $2.4 Bil. CrossCountry Sale to CCE Holdings
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on September 2, Enron
has reached an agreement with CCE Holdings, LLC, a joint venture
of Southern Union Company and GE Commercial Finance Energy
Financial Services, for the sale of CrossCountry Energy, LLC for
$2.45 billion in cash, including the assumption of debt.

The sale price represents an increase of $100 million over the CCE
Holdings stalking horse contract entered into in June. Following
review of two written proposals submitted in the process outlined
by the Bankruptcy Court, Enron and the Official Unsecured
Creditors' Committee determined that a revised CCE Holdings
contract would be in the best interest of the estate and its
creditors. Enron and the Committee considered the risks associated
with the competing proposals as well as the advantages provided by
the revised purchase agreement, including, among other things, the
enhanced purchase price and that the purchaser has obtained all
material state regulatory approvals and federal antitrust
clearance.

                 Court Approves Sale to CCE Holdings

Judge Gonzalez approves the Purchase Agreement between:

    -- Debtor Enron Corp.,
    -- Debtor Enron Operations Services, LLC,
    -- Debtor Enron Transportation Services, LLC, and
    -- non-debtor EOC Preferred, LLC;

    and

    -- CCE Holdings, LLC.

All objections, not withdrawn or settled, are overruled.

The Debtors will sell of all of the issued and outstanding
membership interests in CrossCountry, LLC, free and clear of all
liens and claims, to CCE Holdings for an amount equal to:

    -- $2,450,000,000 less the Transwestern Debt Amount, plus
    -- an amount to be calculated.

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: Prices $2 Bil. Senior Debt Private Offering
----------------------------------------------------------------
Enterprise Products Operating L.P., the principal operating
subsidiary of Enterprise Products Partners L.P. (NYSE:EPD), has
priced the private placement of $2 billion of senior unsecured
notes. Proceeds from the sale of the notes will be used to fund
Enterprise Operating's pending cash tender offers for GulfTerra
Energy Partners, L.P.'s outstanding senior and senior subordinated
notes and to refinance a portion of GulfTerra's other outstanding
debt. If the merger with GulfTerra closes prior to the closing of
this offering, the net proceeds will be used to repay debt
Enterprise Operating will incur under its revolving credit
facilities for the same purposes.

The $2 billion of debt securities are offered in four separate
series:

        Principal       Issue       Fixed-Rate
         Amount         Price         Coupon         Maturity
         ------         -----         ------         --------
      $500 million     99.922%        4.000%     October 15, 2007
      $500 million     99.719%        4.625%     October 15, 2009
      $650 million     99.914%        5.600%     October 15, 2014
      $350 million     99.674%        6.650%     October 15, 2034

Enterprise will guarantee the notes through an unsecured and
unsubordinated guarantee. These notes, which include registration
rights, have not been registered under the Securities Act and may
not be offered or sold in the United States absent registration or
an applicable exemption from registration under the Securities
Act.

Enterprise Operating may redeem some or all of the notes of any
series at any time at the applicable redemption prices, which
include a make-whole premium. The notes are subject to a special
mandatory redemption at 101% of the principal amount, plus accrued
and unpaid interest, if the merger agreement between Enterprise
and GulfTerra terminates, Enterprise abandons the merger
transaction or the merger does not otherwise occur on or before
December 31, 2004.

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

                          *     *     *

As reported in the Troubled Company Reporter on September 24,
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.


FAIR GROUNDS: Court Approves $47 Mil. Churchill Downs Acquisition
-----------------------------------------------------------------
The U.S. Bankruptcy Court, Eastern District of Louisiana, approved
Churchill Downs Incorporated's (Nasdaq: CHDN) $47 million
acquisition of the Fair Grounds Race Course.  CDI, the Fair
Grounds Corporation, the Louisiana Horseman's Benevolent and
Protective Association and other parties involved are expected to
close the transaction on or before Oct. 15, 2004.

Thomas H. Meeker, CDI's president and chief executive officer,
called the court's ruling "a welcome ending to a lengthy process
and the advent of a new era for the Fair Grounds, CDI and the New
Orleans community."

"The bankruptcy court's ruling brought us one step closer to
achieving what we believe is an excellent strategic fit between
Fair Grounds and CDI and an ideal entree for our Company into a
city and state with such a rich racing heritage," said Mr. Meeker.
"The Fair Grounds' tradition, quality racing and winter-race
schedule are well complemented by CDI's operational expertise,
industry-leading brand and simulcast network.

"Going forward, we will now turn our focus on closing the
transaction, immersing ourselves into the New Orleans community
and supporting the Fair Grounds staff in delivering an outstanding
2004-2005 meet," Mr. Meeker continued. "We will look to the
continued guidance and involvement of Fair Grounds management as
we undertake this important transition process and begin building
what we believe will be a long and prosperous partnership with
employees, patrons, horsemen and the community at large."

Should the acquisition close successfully on or before Oct. 15,
2004, Fair Grounds and its 10 off-track betting facilities would
become the seventh racetrack operation owned by CDI. Fair Grounds'
upcoming 82-day meet will run from Nov. 25, 2004, through
March 27, 2005.

                      About Churchill Downs

Churchill Downs Incorporated, headquartered in Louisville,
Kentucky, owns and operates world-renowned horseracing venues
throughout the United States. The Company's racetracks in
California, Florida, Illinois, Indiana and Kentucky host 114
graded-stakes events and many of North America's most prestigious
races, including the Kentucky Derby and Kentucky Oaks, Hollywood
Gold Cup and Arlington Million. CDI racetracks have hosted nine
Breeders' Cup World Thoroughbred Championships -- more than any
other North American racing company. CDI also owns off-track
betting facilities and has interests in various television
production, telecommunications and racing services companies that
support CDI's network of simulcasting and racing operations. CDI
trades on the Nasdaq National Market under the symbol CHDN and can
be found on the Internet at http://www.churchilldownsincorporated.com/

                 About Fair Grounds Race Course

Headquartered in New Orleans, Louisiana, Fair Grounds, filed for
chapter 11 protection on August 15, 2003 (Bankr. E.D. La. Case No.
03-16222). Clayton T. Huff, Esq., Greta M. Brouphy, Esq., et al.,
at Heller, Draper, Hayden, Patrick & Horn represent the Debtor in
its restructuring efforts. When the Debtor filed for protection it
listed above $10 million in estimated assets and debts.  Fair
Grounds filed its Third Amended Plan of Reorganization with the
Bankruptcy Court on September 8, 2004.


FEDERAL-MOGUL: Asks Court to Extend Removal Period to February 1
----------------------------------------------------------------
Federal-Mogul Corporation and its debtor-affiliates are still
evaluating certain actions to determine which might be suitable
for removal.  With respect to the actions unrelated to asbestos,
the Debtors believe that the analysis is largely complete.  
However, the Debtors want to preserve whatever ability they may
have to remove claims against them, including asbestos claims for
contribution, indemnity and subrogation to the Bankruptcy Court.

Pursuant to Rule 9006(b) of the Federal Rules of Bankruptcy
Procedure, the Debtors and the Official Committee of Unsecured
Creditors ask the U.S. Bankruptcy Court for the District of
Delaware to further extend the time by which the Debtors may file
notices to remove civil actions pending as of the Petition Date,
through and including February 1, 2005.

Judge Lyons will convene a hearing on October 22, 2004, at
10:00 a.m., to consider the Debtors' request.  Pursuant to Del.
Bankr. LR 9006-2, the Debtors' Removal Period is automatically
extended through the conclusion of that hearing.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest  
automotive parts companies with worldwide revenue of some
$6 billion.  The Company filed for chapter 11 protection on
Oct. 1, 2001 (Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan,
Esq., James F. Conlan, Esq., and Kevin T. Lantry, Esq., at Sidley
Austin Brown & Wood and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from its creditors, they listed $10.15 billion in
assets and $8.86 billion in liabilities. (Federal-Mogul Bankruptcy
News, Issue No. 64; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


FRANK'S NURSERY: U.S. Trustee Picks 7-Member Creditors Committee
----------------------------------------------------------------  
The U.S. Trustee for Region 2 appointed seven creditors to serve
as an Official Committee of Unsecured Creditors in Frank's Nursery
& Crafts, Inc. chapter 11 case:

          1. Abacus Advisors Group, LLC
             Attn: Alan Cohen
             745 Fifth Avenue, Suite 1506
             New York, New York 10151
             Phone: 212-751-9150

          2. Simon Property Group
             Attn: Ronald M. Tucker, Vice President
             115 Washington Street
             Indianapolis, Indiana 46204
             Phone: 317-263-2346

          3. Monrovia Growers
             Attn: William Kaye
             18331 E. Foothill Boulevard
             P.O. Box 1385
             Azuza, California 91702
             Phone: 800-999-9321

          4. Keen Limited
             Attn: Joseph E. Myers
             Avenida Xian Hai
             Edificio Zhu Kuan
             7 Andar C, Macau

          5. American Greetings
             Attn: Art Turtle, Executive Director
             One American Road
             Cleveland, Ohio 44144-2398
             Phone: 216-252-7300

          6. Lebanon Seaboard Corporation
             Attn: Lena F. Stagg, Customer Service Manager
             1600 East Cumberland Street
             Lebanon, Pennsylvania 17042
             Phone: 800-532-0090 ext. 171

          7. Ferry Morse Seed Company
             Attn: Trevor Huist, CFO
             600 Stephen Beale Drive
             Fulton, Kentucky 42041
             Phone: 270-472-3400

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

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


GRAPHIC PACKAGING: Moody's Puts B1 Rating on $1.256B Senior Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Graphic
Packaging International, Inc.'s $1.256 billion senior secured term
loan C.  In addition, these rating actions were taken by Moody's:

   Rating Assigned:

      * $1.265 billion Term loan C, due 2010, Rated B1

   Ratings affirmed:

      * Senior implied rated B1
      * Issuer rating rated B2
      * $325 million revolving credit facility, due 2009, rated B1
      * $425 million senior unsecured notes, due 2011, rated B2
      * $425 million senior subordinated notes, due 2013, rated B3
      * $1.125 billion Term loan B, due 2010, Rated B1
      * $150 million Term loan A, due 2009, rated B1
      * Speculative Grade Liquidity rating of SGL-2

Outlook is stable.

The ratings affirmation reflects:

     (i) Graphic's sizeable market position,

    (ii) strong operating margins in various product segments,
         and

   (iii) increased selling opportunities with regards to long
         standing customer relationships and geographic extension
         of existing products.  

The ratings also reflect Moody's expectation:

     (i) that there will be a continued focus on cost containment
         over and above anticipated cost synergies,

    (ii) that credit metrics will improve over the near term, and

   (iii) that the company will maintain good liquidity.

Graphic has a leading position in folding consumer cartons and a
leading position in coated unbleached kraft paperboard -- CUK. Due
to the favorable structural characteristics of CUK and the limited
number of competitors for this product, operating margins for this
segment should remain relatively high, however consolidated
margins will be considerably less when incorporating lower margin
products such as folding cartons.  Extensive customer
relationships should lend itself to sizeable cross selling
opportunities and extend the sales of existing items, such as
microwave products, outside of the United States.  Given the
effort to eliminate cost historically we expect to see a continued
focus on cost improvements over and above expected synergies.

However, the ratings also incorporate:

     (i) Graphic's high leverage,
    (ii) increased competition,
   (iii) higher input costs, and
    (iv) continued integration challenges.

As of June 30, 2004, leverage remained high for the current
ratings with debt to LTM EBITDA of about six times.  In part, the
credit statistics reflect the difficult operating environment over
the past several quarters as a result of merger related
challenges, higher input costs, and increased pricing pressures
due in part to greater competition.

The SGL-2 rating reflects Moody's view that Graphic possesses good
liquidity.  Over the next twelve months, Moody's believes:

     (i) Graphic will be able to cover all cash requirements from
         internal sources except for extraordinary capital
         spending and seasonal working capital needs,

    (ii) maintain adequate financial cushion under its bank
         covenants, and

   (iii) maintain reasonable liquidity with access to its
         revolving credit facility.

However, the ratings also reflect our view that alternate sources
of liquidity will be limited.

The stable outlook incorporates Moody's view that the company will
be able to capitalize on expected operating benefits, cost
synergies, and cross-selling opportunities while maintaining
reasonable liquidity.  Factors that could positively impact the
ratings and outlook would be a sustained improvement in operating
performance and a subsequent strengthening in credit statistics
over the near term with an expectation of leverage moderating
towards 4.0x, with coverage exceeding 2.5x, and retained cash flow
(before working capital) to total debt surpassing 10%.

Whereas, an inability to improve credit metrics or deterioration
in liquidity from current levels, due in part to poor pricing,
increased competition, or the loss of significant customers could
negatively impact the outlook and/or ratings.

Proceeds from the offering of the term loan C will be used to
repay the term loan A and term loan B.

Graphic Packaging International, Inc., located in Marietta,
Georgia, is a provider of paperboard packaging solutions.


HANOVER DIRECT: Appoints Hallie Sturgill as VP & Controller
-----------------------------------------------------------
Hanover Direct, Inc., (Amex: HNV) appointed Hallie Sturgill as
Vice President and Controller effective September 22, 2004.   Ms.
Sturgill will replace William C.  Kingsford, Senior Vice President
- Treasury and Control, who has resigned to pursue other
opportunities.

Ms. Sturgill joined the Company in 1989 and has been the Company's
Assistant Controller since May of 1997.  Prior to joining the
Company in 1989, Ms. Sturgill was with the public accounting firm
of KPMG LLP.  Ms. Sturgill earned her Bachelor of Science degree
in accounting from Elizabethtown College and her MBA from Mount
Saint Mary's University and is also a certified public accountant.

Ms. Sturgill will report to Charles E. Blue, Senior Vice President
and Chief Financial Officer, and will assume responsibility for
all financial accounting functions.

                   About Hanover Direct, Inc.

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

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


IMPERIAL SCHRADE: Hires Hancock Estabrook as Bankruptcy Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of New York
gave Imperial Schrade Corp. permission to employ Hancock &
Estabrook, LLP, as its bankruptcy counsel.

Hancock & Estabrook will:

    a) prepare the petitions, schedules and statements of
       financial affairs;

    b) negotiate with all creditors and examine all liens
       against real and personal property;

    c) negotiate with taxing authorities if necessary;

    d) advise the Debtor with respect to the restructuring or
       the refinancing of its debt;

    e) prepare and file on behalf of the Debtor, as debtor-in-
       possession, all necessary applications, motions, orders,
       reports, complaints, answers and other pleadings and
       documents in the administration of the estate;

    f) take all necessary actions to protect and preserve the
       Debtor's estate, including:
          
          (i) the prosecution of actions on the Debtor's behalf,

         (ii) the defense of any actions commenced against the
              Debtor,

        (iii) the negotiations in connection with any litigation
              in which the Debtor is involved, and

         (iv) the objections to claims filed against the
              Debtor's estate;

    g) advise the Debtor concerning the assisting in the
       negotiation and documentation of cash collateral orders
       and related documents;

    h) develop, negotiate and draft a disclosure statement and
       Chapter 11 plan of reorganization; and

    i) perform all other pertinent and required representation
       in connection with the provisions of Title 11, U.S.C.

Charles J. Sullivan, Esq., is the lead attorney in Imperial
Schrade's restructuring.  Mr. Sullivan discloses that the Debtor
paid a $100,300.71 retainer.

Mr. Sullivan reports Hancock & Estabrook's professionals bill:

             Designation                   Hourly Rate
             -----------                   -----------
             Senior Partner                  $ 310
             Junior Associate                  155

Hancock & Estabrook does not have any interest adverse to the
Debtor or its estate.

Headquartered in Ellenville, New York, Imperial Schrade Corp.  
-- http://www.schradeknives.com/-- manufactures and designs   
knives and tools. The Company filed for Chapter 11 protection on  
September 10, 2004 (Bankr. N.D.N.Y. Case No. 04-15877). When the
Debtor filed for protection from its creditors, it estimated more
than $10 million in assets and debts.


INDIANA PHOENIX: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Indiana Phoenix, Inc.
        200 Dekko Drive
        Avilla, Indiana 46710

Bankruptcy Case No.: 04-14335

Type of Business: The Debtor assembles and sells front-end
                  discharge cement mixer trucks, installs
                  cement mixer truck front-end discharge
                  conversion packages for used mixer trucks,
                  and sells parts.

Chapter 11 Petition Date: September 24, 2004

Court: Northern District of Indiana (Fort Wayne Division)

Debtor's Counsel: Daniel J. Skekloff, Esq.
                  Skekloff, Adelsperger & Kleven, LLP
                  927 South Harrison Street
                  Fort Wayne, IN 46802
                  Tel: 260-407-7000
                  Fax: 260-407-7137

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Macallister Machinery         Trade Debt                $346,405
Company
P.O. Box 660200
Indianapolis, IN 46266

McLaughlin Body Company       Trade Debt                $176,111
243o River Dr.
Moline, IL 61265

Unlimited Services, Inc.      Trade Debt                $123,931
170 Evergreen Road
Oconto, WI 54153

Shumaker Industries Inc.      Trade Debt                 $94,908

Hendrickson Truck Suspension  Trade Debt                 $89,533

J.O. Mory Inc.                Trade Debt                 $74,656

Meritor Wabco                 Trade Debt                 $72,690

Meritor Automotive            Trade Debt                 $70,362

Modine Manufacturing Company  Trade Debt                 $67,776

Power Train of Fort Wayne     Trade Debt                 $61,939

Beede Electrical Instr. Co.   Trade Debt                 $55,586

Douglas Autotech Corp.        Trade Debt                 $51,453

McMahon Tire, Inc.            Trade Debt                 $45,964

Quality Brand Products        Trade Debt                 $45,064

Hendrickson Auxilliary Axle   Trade Debt                 $35,334

Cummins Mid-States Power      Trade Debt                 $33,221

KMS, Inc.                     Trade Debt                 $32,050

Transmission & Fluid Eqp.     Trade Debt                 $30,319

Beckman Lawson, LLP           Professional               $25,486
                              Services rendered

Bendix Commercial Vehicle     Trade Debt                 $25,038
Sys.


LAWNMASTER SERVICES: Case Summary & 17 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Lawnmaster Services, Inc.
        431 New State Road
        Manchester, Connecticut 06040

Bankruptcy Case No.: 04-22791

Type of Business: The Debtor is engaged in commercial landscaping
                  and snow removal services.

Chapter 11 Petition Date: September 21, 2004

Court: District of Connecticut (Hartford)

Judge: Robert L. Krechevsky

Debtor's Counsel: Patrick W. Boatman, Esq.
                  Boatman, Boscarino, Grasso & Twachtman
                  628 Hebron Avenue, Building 3
                  Glastonbury, CT 06033
                  Tel: 860-659-5657

Total Assets: $1,065,530

Total Debts:  $565,753

Debtor's 17 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Devcon-Freshwater, LLC                     $165,000

Internal Revenue Service                   $155,000

Winterberry Irrigation                      $56,266

Department of Revenue Services              $16,000

Green Cycle                                  $8,000

Town of Manchester                           $7,200

William Thorion                              $4,800

Capitol Equipment                            $4,200

Attorney Michael Clinton                     $4,000

Department of Labor                          $3,100

Unifirst Corporation                         $2,400

Zurich Insurance Co.                         $2,300

Pioneer Law Sprinklers                       $2,300

Firestone Store                              $2,300

Waste Management of CT                       $1,809

Opal Ventures/Buckland Mobil                 $1,800

Bobeat of Connecticut                          $992


MERRILL LYNCH: Fitch Assigns Low-B Ratings to Two Cert. Classes
---------------------------------------------------------------
Fitch rates Merrill Lynch Mortgage Investors, Inc.'s
$1.096 billion mortgage pass-through certificates, series
MLCC 2004-E, as follows:

   -- $1.07 billion class A-1, A-2A, A-2B, A-2C, A-2D, X-A, and A-
      R certificates (senior certificates) 'AAA';

   -- $11.0 million class B-1 certificates 'AA';

   -- $8.8 million class B-2 certificates 'A+';

   -- $4.95 million class B-3 certificates 'BBB+';

   -- $2.75 million privately offered class B-4 certificates
      'BB+';

   -- $2.2 million privately offered class B-5 certificates 'B+'.

The 'AAA' rating on the senior certificates reflects the 3.05%
subordination provided by the 1.00% class B-1, the 0.80% class B-
2, the 0.45% class B-3, the 0.25% privately offered class B-4, the
0.20% privately offered class B-5, and the 0.35% privately offered
class B-6 (which is not rated by Fitch) certificates. Classes B-1,
B-2, B-3, B-4, and B-5 are rated 'AA', 'A+', 'BBB+', 'BB+', and
'B+' based on their respective subordination.

Fitch believes the credit enhancement will be adequate to cover
credit losses.  In addition, the ratings also reflect the quality
of the underlying mortgage collateral, strength of the legal and
financial structures, and the primary servicing capabilities of
Cendant Mortgage Corporation, which is rated 'RPS1' by Fitch.

Generally, with certain limited exceptions, distributions to the
class A-1 and A-R certificates (and to the component of the class
X-A certificates related to pool:

   1) will be solely derived from collections on the pool 1
      mortgage loans and distributions to the class A-2
      certificates (and to the component of the class X-A
      certificates related to pool,

   2) will be solely derived from collections on the pool 2
      mortgage loans.  Aggregate collections from both pools of
      mortgage loans will be available to make distributions on
      the class X-B and B certificates.

When a pool experiences either rapid prepayments or
disproportionately high realized losses, principal and interest
collections from one pool may be applied to pay principal or
interest, or both, to the senior certificates of the other pool.

The aggregate trust consists of 3,150 conventional, fully
amortizing, primarily 25-year adjustable-rate mortgage loans
secured by first liens on one-to-four family residential
properties with an aggregate principal balance of $1,100,001,139
as of the cut-off date (Sept. 1, 2004).  Group 1 consists of
1,237 loans with an aggregate principal balance of $501,092,253 as
of the cut-off date.  Each of the mortgage loans are indexed off
the one-month LIBOR or six-month LIBOR, and all of the loans pay
interest only for a period of 10 years following the origination
of the mortgage loan.  The average unpaid principal balance as of
the cut-off-date is $405,087.  The weighted average original loan-
to-value ratio -- LTV -- is 71.96%.  The weighted average
effective LTV is 67.15%.  The weighted average FICO is 735.  Cash-
out refinance loans represent 28.34% of the loan pool.

The three states that represent the largest portion of the
mortgage loans are:

   * California (20.24%),
   * New York (11.24%), and
   * Virginia (7.42%).

Group 2 consists of 1,913 loans with an aggregate principal
balance of $598,908,886 as of the cut-off date.  Each of the
mortgage loans are indexed off the six-month LIBOR, and all of the
loans pay interest only for a period of 10 years following the
origination of the mortgage loan.  The average unpaid principal
balance as of the cut-off-date is $313,073.  The weighted average
original loan-to-value ratio -- LTV -- is 70.75%.  The weighted
average effective LTV is 66.34%.  The weighted average FICO is
733.  Cash-out refinance loans represent 41.06% of the loan pool.  
The three states that represent the largest portion of the
mortgage loans are:

   * California (19.51%),
   * New York (10.06%), and
   * Florida (5.70%).

All of the mortgage loans were either originated by Merrill Lynch
Credit Corporation pursuant to a private label relationship with
Cendant Mortgage Corporation or acquired by Merrill Lynch Credit
in the course of its correspondent lending activities and
underwritten in accordance with Merrill Lynch Credit underwriting
guidelines.  Any mortgage loan with an OLTV in excess of 80% is
required to have a primary mortgage insurance policy.  'Additional
collateral loans' included in the trust are secured by a security
interest in the borrower's assets, which does not exceed 30% of
the loan amount.  Ambac Assurance Corporation provides a limited
purpose surety bond that covers any losses in proceeds realized
from the liquidation of the additional collateral.

None of the mortgage loans are 'high cost' loans as defined under
any local, state, or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
see the press release 'Fitch Revises Rating Criteria in Wake of
Predatory Lending Legislation' dated May 1, 2003, available on the
Fitch Ratings web site at http://www.fitchratings.com/

Merrill Lynch Mortgage, the depositor, will assign all its
interest in the mortgage loans to the trustee for the benefit of
certificate-holders.  For federal income tax purposes, an election
will be made to treat the trust fund as multiple real estate
mortgage investment conduits -- REMICS.  Wells Fargo Bank
Minnesota, National Association will act as trustee.


METALDYNE CORP: Reports Preliminary Financial Information
---------------------------------------------------------
Metaldyne Corporation reported preliminary financial information
for the fourth quarter of 2003 and the first two quarters of 2004.
It also provided a summary of an anticipated restatement of
financial results for 2001 and 2002 and the first three quarters
of 2003 arising from a previously announced investigation into
various accounting matters.

This investigation has just been concluded and is the subject of a
separate announcement by the Company. The Company is in the
process of completing the restatement and expects to make
appropriate filings with the Securities and Exchange Commission of
its restated results and previously unfiled Securities Exchange
Act reports as soon as practicable. The information being released
by the Company is subject to its continuing review, as well as all
necessary review by its current and former independent auditors
and others. Accordingly, all such information is preliminary and
subject to further change. Greater detail concerning recent
results and the restatement will be made available as soon as the
review of these periods is complete and the Company is in a
position to make filings under the Securities Exchange Act. Once
the restatements are completed, the Company intends to hold a
conference call for its debt securityholders to discuss its recent
results, the accounting investigation and the restatement.

                             Summary

The following table summarizes preliminary financial information
announced by the Company today (note that the table excludes the
2002 results from our former TriMas subsidiary that was divested
in June 2002):

(in millions)     Six Months Ended June,      Fiscal Year Ended,
                   2004          2003          2003         2002
                Unaudited    Unaudited     Unaudited   Unaudited
                              Restated                  Restated
               -----------   ---------    ----------  ----------
Net Sales         $1,002          $772        $1,508      $1,465
Operating Profit     $38           $30           $20         $63
Depreciation &
Amortization        $64           $54          $107         $96
Restructuring
Activities           $2            $4           $13          $4
Asset Impairments
& Fixed Asset
Disposals            $8            $2           $18          $1


                Preliminary First Six Months of 2004
          as Compared to Restated First Six Months of 2003

On a preliminary basis, the Company announced that its net sales
for the first six months of 2004 were $1,002 million versus $772
million for the first six months of 2003, primarily as a result of
the Company's New Castle acquisition in January 2004, which
contributed $212 million in the first six months of 2004. In
addition, the Company had approximately $37 million in additional
volume related to new product launches and ramp up of existing
programs as well as a $17 million benefit from foreign exchange
movements. However, these increases were partially offset by
approximately $32 million related to the divestiture of two
aluminum die casting facilities within the Company's Driveline
segment, and a 2.9% decrease in North American vehicle production
by the Company's three largest customers (Ford, General Motors and
DaimlerChrysler).

The Company announced, on a preliminary basis, that its operating
profit was approximately $38 million, or 3.8% of net sales, for
the first six months of 2004 compared to $30 million, or 3.9% of
net sales, for the same period in 2003. Excluding an $8 million
asset impairment charge relating to a divestiture of two aluminum
die casting operations in the Company's Driveline segment,
operating profit would have been $46 million, or 4.6% of net
sales. The increase in 2004 is principally explained by a $14
million increase from the New Castle acquisition. These gains were
partially offset by approximately $6 million in fees and expenses
relating to the just completed accounting investigation.

The Company is facing significant increases in the cost to procure
certain materials utilized in its manufacturing processes such as
steel, energy, Molybdenum and nickel. In general, steel prices
have recently risen by as much as 60-100% and have thus created
significant tension between steel producers, suppliers and end
customers. Based on current prices, our steel costs could increase
approximately $50 million in 2004. However, the Company
anticipates several initiatives such as steel scrap sales, steel
resourcing efforts, contractual steel surcharge pass through
agreements with selected customers, and reducing or eliminating
2004 scheduled price downs to its customers will offset
approximately $30 million of these increased costs. Additionally,
the Company is actively working with its customers to:

   1) obtain additional business to help offset these prices
      through better utilization of its capacity,

   2) negotiate a surcharge to reflect the increased material
      costs, and/or

   3) resource certain of its products made unprofitable by these
      increases in material costs.

The Company will actively work to mitigate the effect of these
steel increases throughout 2004.

The Company reported that its depreciation and amortization
expense increased from approximately $54 million in the first six
months of 2003 to approximately $64 million in 2004. The net
increase in depreciation and amortization of approximately $10
million is principally explained by $9 million of depreciation and
amortization expense associated with the New Castle acquisition.
In addition, for the past several years capital spending has been
in excess of depreciation expense. Accordingly, the additional
capital spending accounts for the remaining increase in
depreciation expense.

The Company incurred approximately $2 million of restructuring
charges in the first six months of 2004 versus a charge of
approximately $4 million in the same period in 2003. The 2004
charge is primarily related to restructuring activities initiated
in 2003 and costs associated with the closure of a Driveline
segment facility located in Europe. In connection with the sale of
two aluminum die casting facilities, the Company incurred an $8
million charge in the first six months of 2004. In connection with
the sale of these same two facilities, the Company also recorded
an impairment charge of $5 million in late 2003 in accordance with
SFAS No. 144, "Accounting for the Impairment or Disposal of Long-
Lived Assets." Subsequent to December 28, 2003, these two
facilities were sold to an independent third party. The sales
price to this third party was used to determine the fair market
value of the facilities for the SFAS No. 144 impairment analysis.

At June 27, 2004, the Company had approximately $861 million in
debt outstanding and approximately $47 million outstanding on its
accounts receivable securitization facility. At this date, the
Company also had approximately $87 million and $52 million of
undrawn and available commitments from its revolving credit
facility and accounts receivable facility, respectively. At
June 27, 2004, the Company was contingently liable under standby
letters of credit totaling $61 million issued for the Company's
behalf by financial institutions. These letters of credit are used
for a variety of purposes, including meeting requirements to self-
insure workers' compensation claims.

The Company's senior credit facility contains various affirmative
and negative covenants, including a financial covenant requirement
for an EBITDA to cash interest expense coverage ratio to exceed
2.25:1.00 through July 3, 2005; and a debt to EBITDA leverage
ratio not to exceed 5.00 through June 27, 2004, decreasing to
4.75:1.00 for the quarter ending October 3, 2004. The accounts
receivable facility balance is included in computing debt for the
purposes of these covenant calculations. The Company was in
compliance with the preceding financial covenants at June 27, 2004
and, as previously announced, had previously obtained waivers
associated with its inability to submit financial statements and
associated representations and warranties through September 30,
2004. As announced by the Company, the Company is seeking to
extend this waiver pending completion of its restatement.

                  Preliminary Full 2003 Results
               as Compared to Restated 2002 Results

The Company's preliminary results for the full year 2003 reflect
certain anticipated restatement adjustments for the first three
quarters of 2003 and other matters which remain under continuing
review. In reviewing the information as compared with the restated
2002 results, it should be noted that information is not
comparable due to the divestiture of the Company's former TriMas
subsidiary in June 2002. References to the Automotive Group below
eliminate the results of the TriMas subsidiary for 2002.

The Company's reported preliminary results for its Automotive
Group increased from $1,465 million in 2002 to approximately
$1,508 million in 2003. Despite a 6.4% decrease in NAFTA
production, sales increased $42 million, but were essentially flat
after adjusting for a $44 million impact of exchange rate
movement.

The Company reported operating profit was approximately $20
million for 2003 compared to approximately $63 million in 2002
after excluding TriMas. The $43 million reduction in operating
profit is the result of several factors, including approximately
$30 million in non-cash charges relating to a $5 million asset
impairment charge related to the aluminum die casting facilities
noted above, a $14 million in fixed asset disposals, and an $11
million increase in depreciation and amortization. In addition,
operating profit in 2003 was impacted by an approximately $10
million increase in restructuring charges and a $7 million
increase in the cost to procure steel, the Company's largest raw
material.

The Company's depreciation and amortization expense increased from
approximately $96 million in 2002 to approximately $107 million in
2003 for its Automotive Group. The net increase of approximately
$11 million is due to depreciation expense recorded on capital
expenditures of approximately $130 million for 2003 and $115
million for 2002. As discussed, the Company's higher capital
spending in recent years accounts for the increase in depreciation
expense. In 2003, the Company entered into several restructuring
arrangements whereby it incurred approximately $13 million of
costs associated with severance and facility closure. In addition,
as discussed, the Company recorded a $5 million charge as a result
of an impairment analysis relating to two plants with negative
operating performance.

                Anticipated Financial Restatement

The anticipated restatement adjustments, which are expected to
result from the completed investigation described in a separate
announcement regarding the announcement of the completion of the
independent accounting investigation, relate principally to
adjustments to correct overstated balances for property, plant and
equipment and recognize lower related depreciation expense,
recognize the continuing effect of adjustments made in prior
periods on previously reported balances of accounts payable and
accounts receivable.

The Company is in the process of preparing the restatement and
expects to make appropriate filings with the Securities and
Exchange Commission of its restated results and previously unfiled
Securities Exchange Act reports as soon as practicable. As
discussed, the information being released by the Company is
subject to its continuing review, as well as all necessary review
by its current and former independent auditors and others, and is
subject to further change. In addition, prior to the announcement
of the investigation, the Commission provided the Company with
comments on its filings under the Securities Exchange Act of 1934
in the ordinary course and the Company expects to respond to the
Staff concerning those comments prior to filing definitive Forms
10-K and 10-Q's for the relevant periods. It is possible that
disclosure may change as a result of that review. In addition, the
Company is seeking relief from certain disclosure requirements in
the Form 10-K relating to pre-acquisition periods and the Company
may be delayed in filing definitive documents pending receipt of
that relief or if such relief is not obtained.

                   Extension of Waivers Sought

The Company is in the process of seeking an extension of waivers
received from its senior lenders, receivables financing providers
and certain lessors with respect to its financial reporting,
pending completion of the restatement. Current waivers expire on
September 30, 2004. The Company presently anticipates that the
extended waiver now being sought will provide it with adequate
time to complete the necessary restatement and prepare financial
statements for recent unreported periods.

In the event that certain waivers expire or are not obtained or
notices of default are delivered in respect of the Company's debt
securities, the Company could be materially and adversely affected
and lose access to its revolving credit and accounts receivable
securitization facilities.

                         About Metaldyne

Metaldyne is a leading global designer and supplier of metal-based
components, assemblies and modules for the automotive industry.
Through its Chassis, Driveline and Engine groups, the Company
supplies a wide range of products for powertrain and chassis
applications for engines, transmission/transfer cases, wheel-ends
and suspension systems, axles and driveline systems. Metaldyne is
also a globally recognized leader in noise and vibration control
products.


MIRANT CORP: Asks Court to Lift Stay to Allow 3 Suits to Proceed
----------------------------------------------------------------
On September 9, 2004, Mirant Corporation, along with Mirant
Americas, Inc., Mirant California Investments, Inc., Mirant
California, LLC, Mirant Americas Development, Inc., Mirant
Americas Energy Marketing, LP, Mirant Delta, LLC, and Mirant
Potrero, LLC, were effectively served with a complaint styled
People of the State of California ex rel. Bill Lockyer v. Mirant
Corporation, et al., Case No. CGC-04-433922.

The Complaint alleged that Mirant engaged in unlawful, unfair,
fraudulent and manipulative trading schemes to the detriment of
the People of the State of California.

The California Attorney General seeks restitution, disgorgement,
damages, civil penalties, and injunction.

Michelle C. Campbell, Esq., at White & Case, LLP, in Miami,
Florida, tells the Court that the Mirant Defendants are in the
process of removing the California Action to the United States
District Court for the Northern District of California and will
file a motion to dismiss that action.

The California Action is similar to these three other actions also
filed by the California Attorney General against some of these
Mirant Defendants, all of which are, or were, before Chief Judge
Vaughn R. Walker in the United States District Court for the
Northern District of California:

   * People of the State of California, et al. v. Mirant
     Corporation, et al., N.D. Cal., No. C-02-1787 VRW -- Clayton
     Act Action;

   * People of the State of California v. Mirant Corporation,
     et al., N.D. Cal., No. C-02-2207 VRW -- Unfiled Rate Action;
     and

   * People of the State of California, et al. v. Mirant
     Corporation, et al., N.D. Cal., No. C-02-1914 VRW --
     Ancillary Services Action.

The complaint in the Clayton Act Action alleges violations of
section 7 of the Clayton Act, 15 U.S.C. Section 18, and a
corollary claim under the Unfair Competition Law.  In an Order
dated March 25, 2003, Judge Walker dismissed the claims under the
Unfair Competition Law.  The Antitrust Action is currently stayed
pursuant to an order issued by Judge Walker.  The California
Attorney General appealed the order to the Ninth Circuit.  Oral
argument before a Ninth Circuit panel on the stay order took place
on September 14, 2004.

The complaint in the Unfiled Rate Action alleges two separate
claims under the Unfair Competition Law:

   (1) the defendants failed to file rate schedules as required
       by the Federal Power Act, 18 U.S.C. Section 824 et seq.;
       and

   (2) the defendants charged unjust and unreasonable rates, as
       determined by the Federal Energy Regulatory Commission.

The district court dismissed the Unfiled Rate Action in an Order
dated March 25, 2003.  The California Attorney General appealed
the Order to the United States Court of Appeals for the Ninth
Circuit.  Oral argument was heard before a Ninth Circuit panel on
June 14, 2004, and the appeal is pending.

The complaint in the Ancillary Services Action alleges violations
of the Unfair Competition Law in connection with ancillary
services defendants contracted to provide the California
Independent System Operator.  The district court also dismissed
the Ancillary Services Action in Judge Walker's Order of
March 25, 2003.  The California Attorney General appealed the
dismissal of the Ancillary Services Action to the United States
Court of Appeals for the Ninth Circuit.  On July 6, 2004, the
Ninth Circuit affirmed Judge Walker's dismissal.  The California
Attorney General filed a petition for panel rehearing and
rehearing en banc on July 24, 2004.

The Debtors ask Judge Lynn to modify the automatic stay of Section
362(a) of the Bankruptcy Code for the sole and limited purpose of
allowing the Mirant Defendants to file a Motion to Dismiss in the
California Action in order to resolve those issues.

The Debtors expect to prevail on the Motion to Dismiss.  For the
avoidance of doubt, the Debtors believe that the automatic stay
applies to the California Attorney General's action and the
California Attorney General filed it in violation of the automatic
stay.  The Debtors reserve all rights to seek sanctions against
the California Attorney General for the willful stay violation.  
Ms. Campbell asserts that the substance of the California Attorney
General's most recent action is devoid of merit.

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 CORP: Wyandotte City Asks Court for Tax Collection Help
--------------------------------------------------------------
On December 21, 2000, the City of Wyandotte, Michigan and Tenaska
Michigan Partners, LP, signed a Lease Agreement for certain
parcels of property the City owned.  The Lease allows Tenaska to
develop an electrical generating facility on the leased premises.

On January 24, 2001, Mirant Michigan Investments, Inc., acquired
100% of the ownership interests in Tenaska Michigan Partners, LLC.  
Wyandotte Michigan, LLC, is the legal successor to both Tenaska LP
and Tenaska LLC.  Based on the schedules Wyandotte filed, it
appears that $203,000,000 in net book value was invested in work-
in-progress on the Leased Premises.  The Lease requires prompt
payment of taxes.

Mark E. MacDonald, Esq., at MacDonald + MacDonald, PC, in Dallas,
Texas, relates that the Debtors' primary obligation under the
Lease, beyond the $5,000 nominal rent, are taxes and other
governmental charges.

According to Mr. MacDonald, the Lease did not contemplate that the
property would remain vacant and undeveloped but expressly
contemplated that it would be developed, improved and used for
operation of an electrical generation facility.  The Lease
expressly contemplated that there would be business activities
conducted on the Leased Premises.  The Lease expressly
contemplated that taxes would accrue on assets brought to the
leasehold premises, located on those premises, and from operation
of the generating facility to be constructed on those premises.
The broad definition of taxes is "all taxes" including:

    (1) ad valorem taxes from valuable tangible property brought
        "on" the premises;

    (2) taxation of intangibles like franchise, gross receipts,
        license, stamp or other taxes, which would be "accruing
        on" the Leased Premises; and

    (3) taxes reflecting operations like payroll, withholding,
        social security, occupation and employment taxes.

All of these taxes accrue "on" the Leased Premises from its
development and contemplated use.

Mr. MacDonald informs the Court that these ad valorem taxes
relating to the Leased Premises have not been paid as required by
Section 365(d)(3) of the Bankruptcy Code:

    (a) $313,721 that became payable on August 1, 2003;

    (b) $301,655 that became payable on December 1, 2003; and

    (c) $714,501 that became payable on August 1, 2004.

The taxes were levied on the Debtors' project improvements on the
leased premises.

Mr. MacDonald contends that pursuant to Section 365(d)(3) of the
Bankruptcy Code, the Debtors had and have an obligation to timely
perform all obligations under the Lease.  Thus, when taxes became
payable, the Debtors were obligated under Section 365(d)(3) to pay
them.  Mirant Services, LLC, is liable within the Mirant company
structure to pay taxes including those owed to the City of
Wyandotte.  Although local taxes are an operating expense incurred
postpetition in the ordinary course, which should have been paid
in the ordinary course, no postpetition tax payments have been
made to Wyandotte.

Mr. MacDonald notes that the Debtors made no timely assertion of
defense to the taxes.  Even if there had been a timely contest, it
would in no way have modified the Debtors' monetary obligations
under Section 365(d)(3) since the Lease expressly provides that in
the event the Debtors had a good faith dispute with respect to the
taxes, it was nonetheless required to pay the taxes and seek a
refund.

"During the period from the filing through May 2004 when Mirant
Services was not paying the lawfully assessed tax bills to
Wyandotte, Mirant Services actually paid more than $70 million
dollars in fees to professionals, which should have no greater
priority in right to payment than Wyandotte," Mr. MacDonald
remarks.  "Payment of professionals is appropriate, however, so is
payment of school teachers and municipal expenses in
municipalities in which debtors such as Mirant have chosen to
establish large production facilities."

It is unclear whether or not Wyandotte would be entitled to assert
an administrative expense claim for the full amount of the 2003
taxes or some prorated amount.  Wyandotte contends that the Court
is not required, and should not, reach that issue at this time.  
Vindication of Wyandotte's rights under Section 365(d)(3) will
lead to a superior result for it than the classification of the
sums as an administrative expense.

Under applicable Michigan law, the taxes constitute a lien against
all real and personal property at the Leased Premises.  The lien
is first and paramount in priority.  Thus, to the extent the sums
remain unpaid, Wyandotte reserves the right to object to any sale
or disposition of the property, which does not protect Wyandotte's
lien right.  In addition, if the Debtors do not pay 2003 Taxes
prior to December 1, 2004, there is substantial risk that the
Debtors will lose the remaining benefit of the Renaissance Zone
Designation under applicable Michigan law.

Accordingly, Wyandotte asks the Court to compel the Debtors to pay
the Taxes and all interest and penalties accrued on the 2003
Taxes.

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)


MUELLER HOLDINGS: Extends Sr. Debt Exchange Offer Until Wednesday
-----------------------------------------------------------------
Mueller Holdings (N.A.), Inc., extended its offer to exchange up
to $233,000,000 aggregate principal amount of its 14-3/4% Senior
Discount Exchange Notes due 2014 for up to $233,000,000 of its
existing Senior Discount Notes due 2014.  A Registration Statement
under the Securities Act of 1933 with respect to the Senior
Exchange Notes was declared effective by the Securities and
Exchange Commission on August 10, 2004.

The Company extended the expiration date of the exchange offer
until 5:00 p.m., New York time, on Wednesday, September 29, 2004.

As of the close of business on September 24, 2004, the Company was
advised by the exchange agent for the exchange offer that an
aggregate principal amount of $222,700,000 Senior Restricted Notes
had been tendered in exchange for an equivalent amount of Senior
Exchange Notes.

The terms and conditions of the exchange offer are set forth in
the Company's Prospectus, dated August 17, 2004, and the
accompanying Letter of Transmittal and other attachments.  Subject
to applicable law, the Company may, in its sole discretion, waive
any condition applicable to the exchange offer at any time prior
to the expiration date or extend or otherwise amend the exchange
offer.

Copies of the Prospectus and related documents may be obtained
from Law Debenture Trust Company at (212) 750-6474.  All other
questions should be directed to Investor Relations at the Company
at 217-425-7320.

              About Mueller Holdings (N.A.), Inc.

Mueller Holdings (N.A.), Inc. is a leading North American
manufacturer of a broad range of flow control products for use in
water distribution networks, water and wastewater treatment
facilities, gas distribution systems and piping systems.  It has
manufactured industry-leading products for almost 150 years and
currently operates thirty manufacturing facilities located in the
United States, Canada, and China.

                         *     *     *

As reported in the Troubled Company Reporter on April 27, 2004,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit and 'B-' senior unsecured debt ratings to Mueller Holdings
(N.A.) Inc.'s $110 million senior discount notes due 2014.
Interest will be noncash payable in kind for the first five years
and cash pay thereafter. Proceeds from this offering will be used
to pay a distribution to shareholders.  The outlook is stable.

At the same time, Standard & Poor's affirmed its outstanding
ratings on wholly owned subsidiary Mueller Group, Inc.,
(B+/Stable/--).

Mueller's pro forma total debt (including consolidated parent
company obligations and operating leases) outstanding at
December 31, 2003, is about $1.07 billion.


NATIONAL CENTURY: Court Refuses to Quash July CSFB Subpoena
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio denied
the request of Credit Suisse First Boston to quash the subpoena
served by the Unencumbered Assets Trust, the successor-in-interest
to certain rights and assets of National Century Financial
Enterprises, Inc., and its debtor-affiliates.  

Judge Calhoun reached that decision after the Debtors argued that
CSFB's request is "utterly devoid of any specific objections" to
the Debtors' subpoena.

Sydney Ballesteros, Esq., at Gibbs & Bruns, in Houston, Texas,
contends that the burden is on CSFB to explain to the court why
the topics for deposition -- in the context of an enormous
bankruptcy and in the course of broad Rule 2004 discovery -- are
so unreasonable or overbroad as to warrant its motion to quash.  
Ms. Ballesteros emphasizes that it is not the Debtors' duty to
come forward with arguments to justify the topics presented.

That there are 27 topics relating specifically to CSFB's
involvement with National Century Financial Enterprises, Inc., is
simply not prima facie unreasonable where the Debtors are
attempting to understand complex relationships between NCFE and
the key parties to the bankruptcy.  The numerosity of the topics
simply cannot be helped in a bankruptcy of National Century's
magnitude where the Debtors have attempted to painstakingly set
out the topics of inquiry with the specificity demanded by CSFB.
Ms. Ballesteros reiterates that the topics all clearly contemplate
actions taken by CSFB relating to their positions at and
relationship with NCFE, and are wholly relevant to the Debtors'
ongoing attempts to untangle the alleged fraud at NCFE.

As reported in the Troubled Company Reporter on August 30, 2004,
Sherri Blank Lazear, Esq., at Baker & Hostetler, in Columbus,
Ohio, relates that Gibbs & Bruns, LLP, as counsel for both the
Unencumbered Assets Trust, the successor-in-interest to certain
rights and assets of National Century Financial Enterprises, Inc.,
and its debtor-affiliates, and for most of the plaintiffs in a
multidistrict litigation, sought testimony of Credit Suisse First
Boston, LLC, under a Rule 2004 examination.

According to Ms. Lazear, Gibbs & Bruns actually sought that
testimony for purposes of pursuing its clients' claims in the MDL
proceeding, Ms. Lazear remarks.  In so doing, G&B defied the
discovery stay imposed by Judge Graham in the MDL proceeding.

As reported in the Troubled Company Reporter on Sept. 23 and 24,
the Court also denied the separate requests of JP Morgan Chase
Bank and Bank One to quash the subpoenas served on them by the
Trust.

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)


NORTEL NETWORKS: Declares Preferred Share Dividends
---------------------------------------------------
The board of directors of Nortel Networks Limited declared a
dividend on each of the outstanding Cumulative Redeemable Class
A Preferred Shares Series 5 (TSX:NTL.PR.F) and the outstanding
Non-cumulative Redeemable Class A Preferred Shares Series 7
(TSX:NTL.PR.G).

The dividend amount for each series is calculated in accordance
with the terms and conditions applicable to each respective
series, as set out in the Company's articles.  The annual dividend
rate for each series floats in relation to changes in the average
of the prime rate of Royal Bank of Canada and The Toronto-Dominion
Bank during the preceding month and is adjusted upwards or
downwards on a monthly basis by an adjustment factor which is
based on the weighted average daily trading price of each of the
series for the preceding month, respectively.  

The maximum monthly adjustment for changes in the weighted average
daily trading price of each of the series will be plus or minus
4.0% of Prime.  The annual floating dividend rate applicable for a
month will in no event be less than 50% of Prime or greater than
Prime.  The dividend on each series is payable on Nov. 12, 2004 to
shareholders of record of the series at the close of business on
October 29, 2004.  

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

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 17, 2004,
Moody's Investors Service placed the ratings of Nortel  
Networks Lease Pass-Through Trust, Pass-Through Trust
Certificates, Series 2001-1 on review for possible downgrade.  The  
Certificates are currently rated B3.

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

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

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


NORTHERN KENTUCKY: Committee Wants Ulmer & Berne as Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of Northern Kentucky
Professional Baseball, LLC, asks the U.S. Bankruptcy Court for the
Eastern District of Kentucky for permission to employ Ulmer &
Berne LLP, as its counsel.

Ulmer & Berne will:

    a) advise the Committee with respect to its powers and
       duties in the chapter 11 case;

    b) assist the Committee in its investigation of the acts,
       conducts, assets, liabilities and financial condition
       of the Debtor and the Debtor's affiliates;

    c) review the operation of the Debtor's business and other
       matters relevant to the case;

    d) participate with the Committee in the formulation and
       confirmation of a plan or reorganization and a disclosure
       statement; and

    e) perform all other legal services for the Committee as may
       be required or necessary and in the interests of the
       unsecured creditors involved in the case.

The Committee discloses that the Debtor will pay all fees and
expenses of the counsel. Richard G. Hardy, Esq., and Reuel D. Ash,
Esq., are the lead attorneys rendering services to the Committee.
Mr. Hardy will bill the Debtor $300 per hour while Mr. Ash will
bill the Debtor $225 per hour.

Ulmer & Berne does not hold any interest adverse to the Committee,
and the Debtor or its estate.

Headquartered in North Bend, Ohio, Northern Kentucky Professional
Baseball, LLC, operates a professional baseball club. The company
filed for chapter 11 protection on September 3, 2004 (Bankr. E.D.
Ky. Case No. 04-22256). John A. Schuh, Esq., at Schuh & Goldberg,
LLP, represents the Company in its restructuring efforts. When the
Debtor filed for protection from its creditors, it listed
$9,353,870 in total assets and $9,485,394 in total debts.


OAKWOOD LIVING: Files a Consensual Plan With GMAC Commercial
------------------------------------------------------------
Oakwood Living Centers, Inc., along with its debtor-affiliates and
its primary secured creditor, GMAC Commercial Mortgage
Corporation, filed a Second Amended Consensual Plan of
Reorganization with the U.S. Bankruptcy Court for the District of
Delaware.  A full-text copy of the Plan is available for a fee at:

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

The Plan provides for the substantive consolidation of each of the
Debtors' estates into one consolidated estate.

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

             Class                            Treatment
             -----                            ---------
1 - Other Secured Claims          Unimpaired. At the option of the
                                  Oakwood Secured Creditor
                                  Trustee, the holder of a Class 1
                                  claim will receive in full
                                  satisfaction:
                                  a) cash equal to the value of
                                     the Other Secured
                                     Claimholder's interest in the
                                     property of the estates which
                                     constitutes collateral for
                                     such claim;
                                  b) the surrender to the holder
                                     of such claim, the property
                                     of the estates which
                                     constitutes collateral for
                                     such claim; or
                                  c) such other treatment as to
                                     which the Oakwood Secured
                                     Creditor Trustee and the
                                     holder of such claim have                                                                                                                                                                                                                                                                                                         
                                     agreed upon in writing.  All
                                     valid and enforceable
                                     prepetition liens will
                                     survive the Effective Date
                                     and continue in accordance
                                     with the contractual terms of
                                     the agreements.


2 - GMACCM Claim                  Impaired. On the Effective Date,                                                                              
                                  GMACCM will receive, on account                                       
                                  of the allowed claim against the
                                  Debtors' estates, the
                                  proceeds of the radius sale and
                                  any cash and accounts receivable
                                  remaining in the Debtors'
                                  estates after:
                                  a) payment of Administrative
                                     Claims, including DIP
                                     Facility Claim and
                                     Professional Claims;
                                 b) payment of Priority Claims;
                                 c) payment of the Omega Claim
                                    Settlement; and
                                 d) the funding of the Unsecured
                                    Creditor Fund.

3 - Omega Claim                   Impaired. On the Effective Date,
                                  will receive an account of the
                                  Allowed Omega Secured Claim
                                  against the Debtors' estates. In
                                  consideration for receipt of the
                                  Omega Claim settlement, Omega
                                  agrees to waive all other claims
                                  it has or may have against the
                                  Debtors, their estates and
                                  assets.

4 - Priority Claims               Unimpaired. Each holder will be
                                  paid in accordance with section
                                  1129(a)(9) of the Bankruptcy
                                  Code.

5 - General Unsecured Claims      Impaired. On account of the
                                  impaired status of Class 2 and
                                  Class 3, holders of this Class
                                  are not entitled to receive any
                                  distribution on account of their
                                  Claims outside of their
                                  entitlement to a pro rata share
                                  of the proceeds of the Avoidance
                                  Claims.  GMACCCM has agreed to
                                  carve out an Unsecured Creditor
                                  Fund from its Allowed Claim for
                                  distribution if Class 5 votes to
                                  confirm the Plan.  

6 - Interests                     Impaired. Will be cancelled upon
                                  the consummation of the merger
                                  of Oakwood and Oakwood
                                  Massachusetts.

Headquartered in Wilson, Wyoming, Oakwood Living Centers, Inc., is
a nursing facility.  The Company along with its debtor-affiliates
filed for chapter 11 protection on (Bankr. Del. Case No.
03-11822).  Jeremy W. Ryan, Esq., at Saul Ewing LLP represents the
Debtors in their restructuring efforts.  When the Company filed
for protection it estimated below $50,000 in assets with more than
$50,000 in debts.


OGLEBAY NORTON: Judge Denies Appointment of Toxic Tort Committee
----------------------------------------------------------------
The Honorable Joel B. Rosenthal of the U.S. Bankruptcy Court for
the District of Delaware denies the appointment of an Official
Committee of Toxic Tort Personal Injury Claimants in the
bankruptcy cases of Oglebay Norton Company and its
debtor-affiliates.

The toxic tort personal injury claimants are represented by
Maritime Asbestos Legal Clinic, Kelley & Ferraro, LLP, Bevan
Associates, LPA, Inc., Baron & Budd, PC., Silber Pearlman, LLP,
and Campbell & Levine, LLC.

The claimants sought appointment of an Official Committee to
represent their specific interests.  They claim that the present
Official Committee of Unsecured Creditors does not and cannot
adequately represent the toxic tort personal injury claims which
are numerous in number.  The Committee members have no real
interest or experience in dealing with the difficult issues of
claims allowance and liquidation with regard to this type of
claims or the establishment of a trust to process said claims.

Up until this case, it has been the well-settled practice of the
United States Trustees Office in Region 3 to appoint separate
committees to represent asbestos-related tort claimants in Chapter
11 reorganizations of companies with asbestos liabilities.

             Tort Claims Don't Like the Plan Either

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 Oglebay's filed 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.


OXFORD IND: Will Report 2005 First Quarter Results on Thursday
--------------------------------------------------------------
Oxford Industries, Inc., (NYSE: OXM) will report its fiscal first
quarter 2005 financial results on Thursday, September 30, 2004
after the market close.  The company will also hold a conference
call with senior management to discuss the financial results in
detail at 4:30 p.m. ET/1:30 p.m. PT.

A live Webcast of the conference call will be available on the
Company's Web site at http://www.oxfordinc.com.  Visit the Web  
site at least 15 minutes early to register for the teleconference
Webcast and download any necessary software.

A replay of the call will be available from September 30, 2004
through October 14, 2004.  To access the telephone replay,
domestic participants should dial (877) 519-4471 and international
participants should dial (973) 341-3080.  The access code for the
replay is 5215497.  A replay of the Webcast will also be available
following the conference call on Oxford Industries' corporate
Website.

                          About Oxford

Oxford Industries, Inc. (S&P, BB- Long-Term Corporate Credit
Rating, Stable) is a leading producer and marketer of branded and
private label apparel for men, women and children.  Oxford
provides retailers and consumers with a wide variety of apparel
products and services to suit their individual needs.  Oxford's
brands include Tommy Bahama(R), Indigo Palms(TM), Island Soft(TM),
Ely & Walker(R) and Oxford Golf(R).  The Company also holds
exclusive licenses to produce and sell certain product categories
under the Tommy Hilfiger(R), Nautica(R), Geoffrey Beene(R),
Slates(R), Dockers(R) and Oscar de la Renta(R) labels.  Oxford's
customers are found in every major channel of distribution
including national chains, specialty catalogs, mass merchants,
department stores, specialty stores and Internet retailers.  The
Company's common stock has traded on the NYSE since 1964 under the
symbol OXM.  For more information, visit its Web site at
http://www.oxfordinc.com/


PACIFIC GAS: To Redeem $500 Million in Mortgage Bonds Due 2006
--------------------------------------------------------------
Dinyar B. Mistry, PG&E's Vice President and Controller, relates  
in a filing with the Securities and Exchange Commission that on  
August 30, 2004, Pacific Gas and Electric Company notified the  
trustee of its $1,600,000,000 aggregate principal amount of  
Floating Rate First Mortgage Bonds due 2006 that it will redeem  
bonds in the aggregate principal amount of $500,000,000 on  
October 3, 2004.  The bonds to be redeemed will be selected from  
all Floating Rate First Mortgage Bonds due 2006 in accordance  
with the procedures of The Depository Trust Company.

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)


PARMALAT: Farmland Gets Court OK to Pay Benefit Plan Obligations
----------------------------------------------------------------
Farmland Dairies, LLC, a Parmalat USA Corporation debtor-
affiliate, has been the sponsor of five defined benefit plans,
which are governed by the Employee Retirement Income Security Act
of 1974, the Internal Revenue Code of 1986, and regulations of
Pension Benefit Guaranty Corporation.

Farmland estimates the assets and number of union and non-union
participants of each Pension Plan to be:

______________________________________________________________
|                 |              |              | Union-       |
|      Plan       |    Assets    | Participants | Represented  |
|                 |              |              | Participants |
|_________________|______________|______________|______________|
|                 |              |              |              |
| Sunnydale Farms |  $14,134,383 |      430     |      306     |
|   Pension Plan  |              |              |              |
|_________________|______________|______________|______________|
|                 |              |              |              |
| Clinton Milk Co.|     $905,160 |       14     |        0     |
|    Employees'   |              |              |              |
|  Pension Plan   |              |              |              |
|_________________|______________|______________|______________|
|                 |              |              |              |
| Clinton Milk Co.|     $985,314 |       88     |       88     |
|    Local 680    |              |              |              |
|  Pension Plan   |              |              |              |
|_________________|______________|______________|______________|
|                 |              |              |              |
|  Parmalat New   |     $302,563 |       92     |       92     |
| Atlanta Dairies |              |              |              |
|Union Retirement |              |              |              |
|   Income Plan   |              |              |              |
|_________________|______________|______________|______________|
|                 |              |              |              |
| Farmland Dairies|   $5,800,679 |      254     |      254     |
|    Local 680    |              |              |              |
|   Pension Plan  |              |              |              |
|_________________|______________|______________|______________|

Under relevant provisions of ERISA and the Tax Code, a pension
plan sponsor is required to make minimum funding contributions to
its defined benefit pension plans each year.  Although Section
412(a) of the Tax Code and Section 302 of ERISA prescribe minimum
funding rules for pension plans, there are limits on how much a
plan sponsor can contribute to a pension plan, including limits on
deductibility under Section 404 of the Tax Code, and the full
funding limitation under Section 412(c)(7) of the Tax Code.   
Because of the interplay among the statutory provisions and the
performance of plan-related investments, in addition to many other
factors, pension plans are not always fully funded such that they
could be immediately terminated without further contributions.

Farmland estimates the under-funding applicable to each pension
plan, and the minimum funding contributions due during calendar
year 2004 to be:

______________________________________________________________
|                   |                |                         |
|                   |   (Under) or   |   Aggregate Minimum     |
|       Plan        |  Over-funding  |  Funding Contributions  |
|___________________|________________|_________________________|
|                   |                |                         |
| Sunnydale Plan    |  ($10,004,506) |       $1,441,581        |
| Clinton Plan      |   ($2,290,467) |          $98,769        |
| Clinton 680 Plan  |     ($175,085) |                0        |
| New Atlanta Plan  |       $12,533  |                0        |
| Farmland Plan     |      $328,010  |         $119,367        |
|___________________|________________|_________________________|

                 2004 Pension Funding Obligations

On September 15, 2004, Farmland owed minimum funding contributions
of:

    (i) $1,441,000 due to be paid pursuant to the Sunnydale
        Plan; and

   (ii) $98,769 due on the Clinton Plan.

Farmland estimates owing a $119,367 minimum funding contribution
to the Farmland Pension Plan.

Marcia L. Goldstein, Esq., at Weil, Gotshal & Manges, LLP, in New
York, tells Judge Drain that the majority of the Minimum Funding
Contributions represent $1,084,679 of payments that amortize the
cost of liabilities accrued before the Petition Date.  The balance
of the Minimum Funding Contributions represent the "normal cost
portion" of the cost to amortize benefit liabilities, which could
be paid by Farmland in the ordinary course as an administrative
expense equal to around $455,000.

In addition to the Minimum Funding Contributions, there are other
amounts due with respect to the Pension Plans relating to both the
prepetition and postpetition periods, including payments to PBGC
for premiums under 29 U.S.C. Section 1307, and obligations to the
parties who provide actuarial, accounting and record-keeping
services to the Pension Plans.  During 2004, and without regard to
ongoing obligations that may come due during future years,
Farmland has two upcoming PBGC Premium payments aggregating
$171,582, of which $27,648 is due on September 15, 2004 and
$143,934 is due on October 15, 2004.  Farmland estimates that the
PBGC Premiums and other obligations will not exceed $300,000.

           Farmland Needs to Make Pension Contributions

Farmland believes that it is appropriate to continue to maintain
the Pension Plans and, in its discretion, to continue to make
payments in respect of the Pension Obligations.  By timely making
the Minimum Funding Contributions, Farmland's estate will avoid
the imposition of the Excise Tax.  Farmland estimates that the
Excise Tax associated with a failure to pay the Minimum Funding
Contributions will be $153,977.

Farmland is protected from the immediate payment of the Excise Tax
in full, both by the automatic stay and applicable law that would
treat the Excise Tax not as a priority claim, but, at best, as a
general unsecured claim.  Nevertheless, following an emergence
from bankruptcy, the Excise Tax would become due and payable in
full by Reorganized Farmland, unless the Pension Plans were
terminated prior to emergence, which Farmland does not currently
intend.

Similarly, the failure to pay the PBGC Premiums results in
penalties and interest that could be asserted jointly and
severally against Farmland and its affiliates.  Furthermore, if
Farmland were to fail to continue to make payments to the third
party services providers for the Pension Plans, no one would be
able to continue to administer the Pension Plans or to make
benefit payments to participants.

                        PBGC Lies in Wait

Ms. Goldstein informs the Court that PBGC is a significant
contingent creditor in Farmland's Chapter 11 cases.  On
August 23, 2004, PBGC filed proofs of claim against Farmland and
its two Debtor-affiliates.  Twenty-seven of these claims contained
liquidated values for the unfunded benefit liability, while the
remaining claims are unliquidated claims for PBGC premiums and
minimum funding contributions.  The aggregate liquidated unfunded
benefit claim value against the U.S. Debtors is $111,230,901 --
consisting of $37,076,967 in liquidated claims against Farmland.  
Based on this liquidated claim, PBGC could assert that it should
be allowed to vote on Farmland's reorganization plan, and,
therefore, its claims would exceed Farmland's estimate of the
aggregate value of unsecured claims held by all other general
unsecured creditors.

In the event the Pension Plans are terminated during Farmland's
Chapter 11 cases, while under-funded, PBGC's contingent claims may
mature and become liquidated.

According to Ms. Goldstein, unlike other Farmland creditors, ERISA
provides that PBGC's claims apply jointly and severally to all of
the debtor and non-debtor affiliates, which are trades or
businesses under common control with the plan sponsor.  Under
Sections 4062(a)-(b) of ERISA, each trade or business under common
control with Farmland would become jointly and severally liable to
PBGC for the total amount of the Pension Plans' unfunded benefits
and interest at a reasonable rate from the termination date, if
the plans were terminated while under-funded.

                    Termination is More Costly

Farmland seeks the Court's authority to pay its Pension Plan
Obligations and to continue to exercise its discretion in making
payments in respect of these obligations that may arise during the
course of its Chapter 11 case.

Ms. Goldstein contends that terminating the Pension Plans is more
costly than assuming them.  Moreover, Farmland estimates that
100%, or close to 100%, of the costs of termination would come out
of the recovery to its general unsecured creditors.  Given these
reasons, Farmland currently intends to assume the Pension Plans.

Because Farmland estimates that the Pension Plans are under-
funded, unless it were to fully fund the unfunded benefit
liabilities under the Pension Plans in accordance with ERISA,
Farmland would be denied the ability to seek a standard
termination by statute, Ms. Goldstein states.  Farmland estimates
that the full funding Pension Plans would require the payment of
approximately $12,000,000.  Seeking a standard termination of the
Pension Plans at this time would result in a significant immediate
cost to the estate, as opposed to the continued maintenance of the
Pension Plans as Farmland requests the authority to do.  While it
is possible for Farmland to seek a voluntary "distress
termination" pursuant to 29 U.S.C. Section 1342(c) and terminate
the Pension Plans while under-funded, the provisions regarding the
termination require a showing that Farmland and each member of its
controlled group of corporations satisfy ERISA's requirements for
financial distress.

It is far from certain whether Farmland could make the requisite
showing of financial distress at this time because certain members
of Farmland's controlled group of corporations include entities
that are not debtors.  After the termination of the Pension Plans
in a 'distress termination,' Farmland and each of the members of
its controlled group of corporations would become liable to PBGC
for the unfunded benefit liabilities.

If Farmland decides to assume the Pension Plans as part of its
reorganization, it is likely that PBGC will not permit it to do so
before it "cures" any missed current obligations and provides some
assurances that Farmland will continue to maintain the Pension
Plans in accordance with applicable law after the effective date
of its reorganization plan.  The remainder of Farmland's
obligations under the Pension Plan in this scenario, including the
under-funding amount, would be made up over time.

Alternatively, there are two methods by which Farmland can
terminate the Pension Plans:

   * voluntary standard termination; or
   * voluntary distress termination.

Under either method, termination would require approval of the
Court and of the unions whose employees are participants in the
relevant Pension Plan.

Ms. Goldstein also points out that under any of the termination
scenarios, based on estimates received from the actuary for the
Pension Plans, Farmland estimates that it would owe between
$10,000,000 and $12,000,000 to the Sunnydale Plan or PBGC, and
$2,700,000 to the Clinton Plan or PBGC -- depending on whether the
termination is standard or distressed.

Furthermore, Farmland estimates that negotiations with its unions
to obtain their approval of the termination would be lengthy and
costly.  Because of the pending requirement to make the Minimum
Funding Contributions, Farmland has devoted its resources to
analyzing the Clinton Plan and the Sunnydale Plan.  Farmland is
continuing to analyze the remainder of its Pension Plans.

Although Farmland believes that the majority of PBGC's claims in
the event of a termination of the Pension Plans would be general
unsecured claims.  Farmland also believes that, due to the joint
and several nature of claims for unfunded pension liability, PBGC
would recover against each of the U.S. Debtors and would likely
receive payment of its claims in full, and that the cost of the
payments will be borne through reduced recoveries to Farmland's
remaining general unsecured creditors.  This is because PBGC is
entitled to seek payment of its claims from the plan sponsor and
each of its control group affiliates.  Thus, to the extent the
assets in Farmland's estate were insufficient to pay PBGC 100% of
its claims, PBGC would have claims against, and be able to collect
against, the other U.S. Debtors' assets.

Farmland's employees consider continued benefit accruals under the
Pension Plans and the financial viability of those Pension Plans
important to their employment relationship with the company.  In
light of recent events, employees have begun questioning the
financial viability and future of the Pension Plans.  Farmland
maintains that paying some of the Pension Obligations will have a
positive effect on the morale of its employees, thus assisting
with the retention of and improving the productivity of the
employees, who are critical to its reorganization efforts.

Moreover, failure to pay the Pension Obligations threatens
Farmland's ability to negotiate modifications and extensions of
its collective bargaining agreements with its unions.  Without an
agreement with its unions, Farmland is vulnerable to strikes that
could halt its ability to do business.

                   PBGC Says Farmland Owes More

Pension Benefit Guaranty Corporation does not object to Farmland's
request to fund its pension plans.  "[S]uch authorization would be
entirely consistent with the debtors' existing legal obligations,"
PBGC attorney Vicente Matias Murrell says.

However, PBGC complains that Farmland's request is not entirely
clear about the extent of its obligations.  PBGC disagrees with
Farmland on certain points raised.  PBGC believes that Farmland
may owe the pension plans over three times as much money as
Farmland intends to contribute.

PBGC estimates that as of September 15, 2004, the U.S. Debtors owe
their six Pension Plans almost $4,000,000.  Of this amount, the
Debtors owe the Sunnydale Pension Plan $3,950,000 in unpaid
minimum funding contributions.  PBGC also estimates that the total
aggregate termination liability with respect to the Plans as of
April 16, 2004, is $37,076,0967.

Mr. Murrell tells Judge Drain that Farmland's characterization of
the proposed payments as "discretionary" is wrong.  Mr. Murrell
points out that ERISA and the Internal Revenue Code unequivocally
mandate the Debtors to continue funding the pension plans unless:

   (a) the Pension Plans are terminated in the manner prescribed
       in Title IV of ERISA; or

   (b) the Debtors receive from the Internal Revenue Service a
       waiver of the minimum funding obligations.

                          *     *     *

Judge Drain authorizes Farmland to make payments due under its
Pension Plans, including payments of prepetition obligations.  
Farmland is not deemed to assume the Pension Plans.

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)


POINT WEST: Files Chapter 7 Petition in N.D. California
-------------------------------------------------------
Point West Capital Corporation (OTC BB:PWCC) and its related
entities, Allegiance Capital, LLC, Allegiance Funding I, LLC,
Allegiance Management Corporation and Point West Venture
Management, LLC, filed for Chapter 7 in United States Bankruptcy
Court Northern District of California. The cases were assigned
case numbers 04-32709, 04-32711, 04-32712 04-32713, 04-32710
respectively. E. Lynn Schoenmann was appointed as Bankruptcy
Trustee for Point West Capital Corporation and its related
entities.

Headquartered in San Francisco, California, Point West Capital
Corporation provides loans to owners of funeral homes and
cemeteries.  The Company and four of its debtor-affiliates filed
for chapter 7 protection on September 24, 2004 (Bankr. N.D. Cal.
Case No. 04-32709).  Michael St. James, Esq., at St. James Law
represents the Debtors in their liquidation efforts.  When the
Company filed for bankruptcy petition, it listed $46,621 in total
assets and $19,417 in total debts.


POINT WEST CAPITAL: Voluntary Chapter 7 Case Summary
----------------------------------------------------
Lead Debtor: Point West Capital Corporation
             1750 Montgomery Street
             San Francisco, California 94111

Bankruptcy Case No.: 04-32709

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Point West Ventures Management, LLC        04-32710
      Allegiance Capital, LLC                    04-32711
      Allegiance Funding I, LLC                  04-32712
      Allegiance Management Corp.                04-32713

Type of Business: The Debtor provides loans to owners of funeral
                  homes and cemeteries.

Chapter 7 Petition Date: September 24, 2004

Court: Northern District of California (San Francisco)

Judge: Thomas E. Carlson

Debtors' Counsel: Michael St. James, Esq.
                  St. James Law
                  155 Montgomery Street #1004
                  San Francisco, CA 94104
                  Tel: 415-391-7566

                                      Total Assets   Total Debts
                                      ------------   -----------
Point West Capital Corporation             $46,621       $19,417
Point West Ventures Management, LLC             $0         1,149
Allegiance Capital, LLC                   $128,904       $11,511
Allegiance Funding I, LLC                     $497        $1,218
Allegiance Management Corp.                   $442          $925

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


PRICELINE.COM INC: S&P Puts B Rating on Convertible Senior Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to online travel agency Priceline.com Inc.  At the
same time, Standard & Poor's assigned its 'B' rating to the
company's two convertible senior notes due 2010 and 2025.  The
outlook is stable.  As of June 30, 2004, Priceline.com had total
debt outstanding of $223.4 million.

"The ratings reflect Priceline.com's significant supplier
concentration in airlines and hotels, low profit margins,
acquisition-driven growth strategy, and participation in the
highly competitive online travel market," said Standard & Poor's
credit analyst Andy Liu.  "These factors are only partially offset
by the company's leading position in the consumer bid-based travel
business and its good cash balances, which provide some cushion,"
he added.

Norwalk, Connecticut-based Priceline.com is a provider of bid-
based and retail travel services in the areas of airline tickets,
hotel rooms, rental cars, vacation packages, cruises and travel
insurance.  Besides www.priceline.com, the company operates
several travel-related Web sites, including
http://www.lowestfare.com,http://www.travelweb.com,and  
http://www.rentalcars.com. Priceline.com pioneered the opaque  
travel business with its "Name Your Own Price" model for airline
tickets, hotel rooms, and rental cars, for which the Priceline.com
does not disclose to the consumer its cost or target price.  Its
retail travel business only started near the end of 2003.

The opaque airline ticket business has been under some pressure.  
The availability of discounted airline tickets has been squeezed
by the high load factors that traditional airlines are enjoying.
Furthermore, the proliferation of discount airlines and the
significant price reductions instituted by traditional airlines
have reduced the potential savings to consumers through opaque
airline ticket services.  These two factors will likely limit the
future growth of the opaque airline ticket business.

In 2003-2004, the decline has been largely offset by the growth of
retail airline ticket sales.  The retail travel business,
including airline tickets and hotel rooms, will become a more
significant part of Priceline.com's revenues.  Nonetheless, margin
expansion opportunities will be limited by the presence of
significantly larger and better-capitalized competitors such as
Expedia, Travelocity, and Orbitz.


QUIGLEY COMPANY: U.S. Trustee Picks 7-Member Creditors Committee
----------------------------------------------------------------
The U.S. Trustee for Region 2 appointed seven creditors to serve
as an Official Committee of Unsecured Creditors in Quigley
Company, Inc.'s Chapter 11 case:

      1. Kathleen LoPresti
         27981 N. Woodland Road
         Pepper Pike, Ohio 44124
         Phone: 216-765-0552

      2. Thomas Geoffrey Langved
         1204 West Boulevard, Apt. 2
         Rapid City, South Dakota 57701
         Phone: 701-641-3460

      3. Lyle Lewis
         715 South Kihei Road, #252
         Kihei, Hawaii 96753
         Phone: 808-874-5633
      
      4. Thomas Bailey
         4110 Alabama Street
         P.O. Box 113
         Hobart, Indiana 46342
         Phone: 219-942-3975

      5. Ricardo Whitehead
         3935 W. 19th Street, Apt. 5
         Chicago, Illinois 60623
         Phone: 773-762-4558

      6. James Brennan
         86-28 54th Avenue
         Elmhurst, New York 11373
      
      7. T.J. Littlefield
         8595 Broussard
         Beaumont, Texas 77713
         Phone: 409-892-7696

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

Headquartered in Manhattan, Quigley Company 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 has 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.


RAILAMERICA INC: S&P Assigns BB Rating to $450M Senior Facilities
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' secured debt
rating and '1' recovery rating to short-line freight railroad
RailAmerica Inc.'s proposed $450 million amended and restated
senior secured facilities, which consist of a $100 million
revolving credit facility maturing in 2010 and a $350 million term
loan maturing in 2011.

The $450 million credit facilities are rated one notch above the
corporate credit rating, with a recovery rating of '1', indicating
a high expectation of full recovery of principal in the event of a
default or bankruptcy.  Standard & Poor's used its discrete asset
methodology to analyze lenders' recovery prospects because the
credit facilities are secured by specific collateral.

"The outlook revision reflects RailAmerica's improving financial
profile and the potential for an upgrade if the company pursues a
disciplined approach to acquisitions and maintains a less
leveraged capital structure," said Standard & Poor's credit
analyst Lisa Jenkins.  Pro forma for financing activities under
way, the Boca-Raton, Florida-based freight railroad has about
$460 million of lease-adjusted debt.

Ratings reflect RailAmerica's aggressive (albeit moderating) debt
leverage and the potential for debt-financed acquisitions, partly
offset by its position as the largest owner and operator of short-
line (regional and local) freight railroads in North America and
the favorable risk characteristics of the U.S. freight railroad
industry.  RailAmerica operates a diverse network of rail
operations in North America, consisting of 46 rail properties and
8,700 miles of track.  The company previously owned operations in
Chile and Australia.  RailAmerica sold its Chilean operations in
February 2004 and its Australian operations in August 2004.

RailAmerica announced its plans to exit from international markets
and focus on the North American market in October 2003.

RailAmerica is the largest customer of the large Class 1 railroads
in North America.  About 82% of its rail traffic interchanges with
Class 1 railroads.  Typically, a RailAmerica line is the only rail
carrier directly serving its customers, usually under contracts
specifying the rate per carload (indexed for inflation) and the
number of carloads to be hauled in a given period.  Competition,
which varies significantly, is primarily with trucks and, to a
lesser extent, barges.  RailAmerica benefits from the operating
flexibility of its mostly nonunion workforce.  Diverse commodities
are hauled, with modest concentrations in coal, forest products,
agricultural products, and chemicals.  Despite the substantial
dispersion of rail properties, management has achieved respectable
efficiencies.

The rating could be raised, if RailAmerica:

   * continues to generate solid operating results,

   * maintains a disciplined approach to financing acquisitions,
     and

   * sustains its strong track record of successfully integrating
     acquisitions.


RELIANT ENERGY: Offering Competitive Electricity Supply in W. Pa.
-----------------------------------------------------------------
Reliant Energy plans to offer competitively priced electric
service to large commercial, industrial and institutional
customers in Western Pennsylvania. Marketing activities will begin
later this fall for service starting in January.

Reliant's decision to enter the market was prompted by the
Pennsylvania Public Utility Commission's August 23 order in the
Duquesne Light case. This order approves a market design that
removes barriers and allows competition to develop in the area. Of
particular importance was the PUC's decision not to allow
Duquesne's regulated provider of last resort service to become the
only choice in the market.

"Put simply, competitive energy markets work," said Jim Ajello,
senior vice president and general manager, Commercial and
Industrial Marketing, Reliant Energy. "Competition ensures the
lowest possible commodity prices and a variety of innovative
product and service options."

As the company that purchased and now operates the electric
generation facilities originally owned by Duquesne Light, Reliant
Energy has a sizeable financial investment in the Commonwealth.
The company has its regional headquarters in Pittsburgh, owns
approximately 5,500 megawatts of power generating assets in the
state and employs approximately 1,400 Pennsylvanians, the majority
of whom are located in the Pittsburgh area.

"It's important to note that large commercial and industrial
customers have options and are not forced to take the sometimes
volatile, hourly-priced default rate that Duquesne must make
available," Mr. Ajello explained. "We offer our customers fixed
and indexed pricing as well as products that incorporate
combinations of both. We tailor these products to meet the needs
of individual businesses."

Reliant Energy currently offers similar products and services in
Maryland, New Jersey, the District of Columbia and Texas with a
total electrical load of approximately 8,500 megawatts. The
company's marketing activities in the Duquesne Light territory
will focus on manufacturing, health care, government institutions
and large retail stores.

Reliant Energy, Inc. (NYSE: RRI) based in Houston, Texas, provides
electricity and energy services to retail and wholesale customers
in the U.S. The company provides a complete suite of energy
products and services to more than 1.8 million electricity
customers in Texas, ranging from residences and small businesses
to large commercial, industrial and institutional customers.
Reliant also serves commercial and industrial customers in the PJM
(Pennsylvania, New Jersey, Maryland) Interconnection. The company
has approximately 19,000 megawatts of power generation capacity in
operation, under construction or under contract in the U.S. For
more information, visit our Website at
http://www.reliant.com/corporate

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 20, Fitch
Ratings affirmed Reliant Energy, Inc.'s outstanding credit
ratings as follows:

   * $1.1 billion outstanding senior secured notes at 'B+';

   * $275 million outstanding convertible senior subordinated
     notes at 'B-'; and

   * indicative senior unsecured debt at 'B'.

The Rating Outlook is revised to Positive from Stable.

The Positive Rating Outlook reflects Reliant Energy's good
prospects for deleveraging and gradual credit quality improvement
over the next 12-18 months. In Fitch's view, Reliant Energy has
adopted a constructive plan to improve its financial condition
ahead of its next major corporate level debt maturity in March
2007. Recognizing the cyclical nature of its merchant energy
business, Reliant Energy has streamlined its corporate structure
and redesigned systems and processes with the goal of trimming
annual costs by an additional $200 million by 2006. In addition,
Reliant Energy chose not to exercise its option to acquire an 81%
interest in Texas Genco, instead utilizing $917 million of cash
proceeds raised from prior asset sales to reduce its bank credit
facility. Reliant Energy continues to pursue asset sales, which
are accretive to credit quality, the most recent being the
agreement to sell 770 megawatts of New York upstate generating
capacity for $900 million in cash.

From an operational standpoint, Reliant Energy has taken measures
to stabilize the performance of its wholesale merchant power
segment, which remains exposed to weak market fundamentals across
most U.S. regions. In contrast to prior strategies, Reliant
Energy has become more focused on reducing the volatility
associated with its merchant generating fleet by locking in a
greater percentage of capacity over a two to three year time
horizon, including the forward sale of in the money coal-fired
capacity through 2006. While this approach tends to cap potential
earnings upside, it should result in a more predictable cash flow
stream over the next several years. In addition, Reliant Energy's
retrenchment from speculative energy trading activities has
further stabilized wholesale segment results.

A credit concern is the potential shrinkage of the high profits
and cash flow contributed by Reliant Energy's Texas retail
electric business. Since the implementation of Texas electric
deregulation in January 2002, retail operations have performed as
designed, providing a partial hedge against wholesale earnings
volatility. In particular, retail margins have benefited from
Reliant Energy's ability to lock in favorable wholesale gas and
power prices. In addition, customer loss has generally been lower
than originally anticipated. However, the sustainability of this
business could be impaired over time by increased competition and
less favorable wholesale power pricing dynamics. In addition, the
pending Texas true-up proceedings could trigger a near-term
reduction in Reliant Energy's Houston in-territory gross margins
in January 2005.

Fitch expects Reliant Energy's consolidated leverage measures to
gradually strengthen through 2006, even under a scenario that
assumes limited recovery in current wholesale power market
conditions and lower levels of retail energy cash flow
performance. The ratio of consolidated debt (adjusted to include
off-balance sheet debt and certain nonrecourse project financings)
to EBITDAR could approach the mid 4.0x range by year-end 2005
versus 5.7x as of Dec. 31, 2003. In addition, Reliant Energy is
required to apply the net cash proceeds from the pending upstate
New York asset sale to reduce the Orion Power -- ORN -- New
York/Midwest term loan facilities ($1.1 billion [net of restricted
cash] outstanding as of June 30, 2004) scheduled to mature in
October 2005. Early retirement of this debt would substantially
improve Reliant Energy's ability to extract excess cash generated
by ORN for debt service at the corporate level.

Fitch notes that Reliant Energy has made substantial progress in
resolving outstanding litigation and regulatory investigations,
including the recent settlement of a March 2003 show cause order
issued by the Federal Energy Regulatory Commission -- FERC --
related to Reliant Energy's Western energy trading activities.
Remaining items of significance include the April 2004 criminal
indictment of Reliant Energy's wholly owned subsidiary Reliant
Energy Services and various civil and shareholder class action
cases. Reliant Energy's current ratings and outlook reflects
Fitch's expectation that these issues will ultimately be settled
in a manner that will not have a substantially adverse near-term
impact on overall liquidity.


RIVERSIDE FOREST: Board Says Tolko's Hostile Bid Still Inadequate
-----------------------------------------------------------------
Riverside Forest Products Limited (TSX: RFP) responded to Tolko's
announcement that it will amend the minimum tender condition of
its offer to acquire all of the outstanding common shares of
Riverside it does not already own at a price of C$29.00 per share.

Gordon W. Steele, Riverside Chairman, President and Chief
Executive Officer, said: "In adjusting the terms of one of the
many conditions to its offer, Tolko has done nothing to address
the fundamental fact of the matter, which is that its offer is
financially inadequate. We have been very pleased by the amount of
interest we have received from a significant number of parties
through the strategic review process and expect to be in a
position to present Riverside shareholders with a compelling
alternative to the Tolko bid in due course."

As of the close of trading Wednesday, September 22, 2004, Tolko
was offering Riverside shareholders $5.50 per share, or 16%, less
than the public market price of Riverside shares.

                  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/

                     About Riverside Forest

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 September 24,
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.


SAMSONITE CORPORATION: Extends Exchange Offer Until October 1
-------------------------------------------------------------
Samsonite Corporation (OTC Bulletin Board: SAMC) extended its
offer to exchange:

     (i) new Floating Rate Senior Notes due 2010 that have been
         registered under the Securities Act of 1933, as amended,
         for all of its outstanding Floating Rate Senior Notes due
         2010; and

    (ii) new 8-7/8% Senior Subordinated Notes due 2011 that have
         been registered under the Securities Act of 1933, as
         amended, for all of its outstanding 8-7/8% Senior
         Subordinated Notes due 2011.

The Exchange Offer, scheduled to expire at 5:00 p.m., New York
City time, on September 23, 2004, will now expire at 5:00 p.m.,
New York City time, on October 1, 2004, unless further extended by
Samsonite.  All other terms, provisions and conditions of the
exchange offer will remain in full force and effect.

The terms of the new notes are substantially identical to the
terms of the outstanding notes for which they are being exchanged,
except that the new notes are not subject to the transfer
restrictions and registration rights provisions applicable to the
outstanding notes.

Samsonite was informed by the exchange agent that, as of
5:00 p.m., New York City time, on September 23, 2004,
approximately $204,815,000 aggregate principal amount of the
outstanding 8-7/8% Senior Subordinated Notes had been tendered and
approximately euro 89,500,000 aggregate principal amount of the
outstanding Floating Rate Senior Notes had been tendered.

The Bank of New York has been appointed as exchange agent for both
the outstanding Floating Rate Senior Notes and the outstanding
8-7/8% Senior Subordinated Notes.  Copies of the prospectus and
other information relating to the Exchange Offer, including
transmittal materials, may be obtained from the exchange agent.

For the Floating Rate Senior Notes, contact:

         The Bank of New York
         30 Canon Street
         Lower Ground Floor
         London, EC4M 6XH
         Attention: Ms. Julie McCarthy
         Telephone: (+44) 20 7964 7294

For the 8-7/8% Senior Subordinated Notes, contact:

         The Bank of New York
         Corporate Trust Operations
         Reorganization Unit
         101 Barclay Street-7 East
         New York, NY 10286
         Attention: Mr. Duong Nguyen
         Telephone: (212) 815-3687

Samsonite Corporation is one of the world's largest manufacturers
and distributors of luggage and markets luggage, casual bags,
backpacks, business cases and travel-related products under brands
such as SAMSONITE(R), AMERICAN TOURISTER(R), LARK(R), HEDGREN(R)
and SAMSONITE(R) black label.

                         *     *     *

As reported in the Troubled Company Reporter on May 6, 2004,
Standard & Poor's Ratings Services assigned its 'B+' senior
unsecured debt and 'B-' subordinated debt ratings to Samsonite
Corp.'s proposed $325 million offering of euro-denominated
floating-rate senior notes due 2011 and dollar-denominated senior
subordinated notes due 2012.

At the same time, Standard & Poor's raised all its outstanding
ratings on luggage and travel-related products manufacturer
Samsonite, including the corporate credit rating, which was raised
to 'B+' from 'B'.  The outlook is stable.


SI CORP: S&P Places B Rating on Planned $230M Senior Secured Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Chattanooga, Tennessee-based SI Corp.  At the
same time, Standard & Poor's assigned a 'B' rating to SI's
proposed $230 million senior secured notes due October 2012.

The rating on the notes, which will be secured by a first-priority
lien on assets including property, plant and equipment, is one
notch below the corporate credit rating, reflecting recovery
prospects that are limited by the priority claims of lenders under
a $100 million unrated asset-backed revolving credit facility.  
This facility is supported by a first-priority pledge of accounts
receivable and inventory.

The outlook is stable.  Pro forma for the refinancing transaction,
SI will have $261 million in total debt outstanding.

"The ratings reflect SI's below-average business risk profile, a
very aggressive financial position that is characterized by a
heavy debt burden, and operating results that are vulnerable
because of substantial customer concentration and exposure to
volatile raw-material costs," said Standard & Poor's credit
analyst George Williams.  These factors are somewhat mitigated by
a strong market share within the large flooring solutions unit,
improved focus on product quality and efficiency, and an increased
emphasis on product innovation and line extensions.

With about $430 million in sales, SI is a well-established
manufacturer of support and stabilization products for niche
markets within the furnishing and construction materials business.  
Its product line consists of polypropylene-based industrial
textiles used in a range of applications, including carpet backing
for residential and commercial segments, furniture construction,
liquid filtration, and construction projects.


SOLECTRON CORP: To Webcast 4th Qtr. Financial Results Tomorrow
--------------------------------------------------------------
Solectron Corporation (NYSE:SLR), a leading provider of
electronics manufacturing and integrated supply chain services,
will announce its financial results for the fourth quarter and
fiscal 2004 shortly after 4 p.m. (EDT) tomorrow, Sept. 28.

You are invited to listen to the company's regularly scheduled
conference call at 4:30 p.m., live on the Internet.

The news release and market-specific information about the
company's earnings will be posted by 4:15 p.m. on the company's
Web site at http://www.solectron.com/

To listen live over the Internet, log on via the Web address          
above to access the Webcast. You may register for the call on         
this Web site anytime prior to the start of the call. The call
will be archived at http://www.solectron.com/investor/events.htm/

An audio replay will also be available from two hours after the
conclusion of the call through Oct. 8. To access the replay, call
(800) 642-1687 from within the United States, or (706) 645-9291
from outside the United States, and specify passcode 8711083.

                        About the Company

Solectron -- 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, 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 INCORPORATED: Asks Court to Approve Deferral Agreement
--------------------------------------------------------------
On April 29, 1999, Solutia, Inc., and FMC Corporation entered into
a joint venture agreement to form Astaris, LLC, a Delaware limited
liability company headquartered in St. Louis, Missouri.  Astaris
manufactures and sells phosphorus chemicals, phosphoric acid and
phosphate salts used in foods, cleaners, water treatment and
pharmaceuticals.  In connection with Astaris' formation, Solutia
and FMC each contributed its phosphorus chemicals business and
facilities to Astaris in exchange for a 50% equity interest in the
company.  Solutia and FMC are equal members of Astaris.

On April 1, 2000, concurrently with Solutia's and FMC's
contributions to Astaris, Solutia and FMC independently entered
into a Master Lease and Operating Agreement with Astaris.  
Pursuant to the Agreement, Solutia and FMC agreed to operate the
facilities contributed to Astaris in exchange for payments by
Astaris to them on account of the operating services rendered.

Before the Petition Date, to reduce Astaris' cash flow deficits
due to its operating restructuring, Astaris asked Solutia and FMC
to modify the payment terms under the Joint Venture Agreement, the
Operating Agreements and two related agreements so that it could
defer payment of certain charges that are due and payable during
the 24 consecutive calendar months beginning in October 2003 and
ending in September 2005.

On September 19, 2003, Solutia and FMC agreed to defer, on an
equal basis, a portion of the fees and charges payable by Astaris
during the Deferral Period, up to $27,000,000 each.  Beginning in
October 2003, Astaris started deferring payments.

                       The Deferral Agreement

Although Astaris, Solutia and FMC had agreed to the Deferral
before the Petition Date, the parties had neither documented the
terms and conditions of the Deferral nor set a specific time for
Astaris' payment of the deferred fees and charges.  Solutia wants
to document the Deferral to clarify the time frame under which the
Deferral would be paid and confirm the right of payment.  Solutia
believes that this would settle any disputes with respect to the
Deferral, because it appeared that a legitimate dispute could
exist, in particular as to the payment terms.  To memorialize the
Deferral, and finalize and settle the open terms and conditions,
Solutia, Astaris and FMC have negotiated a deferral agreement.

Pursuant to the parties' Deferral Agreement, Solutia and FMC will
issue Astaris monthly invoices for services rendered or goods
delivered under the Member Agreements and separately identify on
their invoices the charges which are eligible for deferral and
charges which are not subject to deferral.  The Eligible Charges
include:

    (a) amounts payable to Solutia or FMC under the Operating
        Agreements;

    (b) OPEB payments due to either Solutia or FMC in August 2004
        and August 2005 under the Joint Venture Agreement;

    (c) amounts payable to FMC under the Pocatello Shutdown
        Agreement; and

    (d) amounts payable to FMC under the FMC Supply Agreement,
        other than payments for product supplied by FMC, which is
        produced by Solvay.

Solutia and FMC have agreed that during the Deferral Period,
Astaris may defer payment of Eligible Charges up to $27,000,000
payable to each of Solutia and FMC, but must pay any Non-Deferred
Charges in accordance with the payment terms of the Member
Agreements.

To ensure that, as nearly as practicable, the agreed deferrals
accrue equally and are paid equally to Solutia and FMC in view of
their 50/50 ownership of Astaris, the Deferral Agreement provides
that Astaris will pay to the Member with the highest total
Eligible Charges for each month an amount that is equal to the
difference between the higher and lower of the Members' total
Eligible Charges invoiced for the month.

Astaris' obligation to make an Equalizing Payment is subject to:

    -- adjustments for disputed invoices;

    -- the short-term deferral of any Equalizing Payment if
       Astaris' cash flow projections for the following three
       calendar months show that Total Free Liquidity, and after
       giving effect to the Equalizing Payment, would fall below
       $7,000,000 for any week during the forecast period; and

    -- the obligation to pay outstanding Short-Term Deferred
       Charges from prior periods before making any Equalizing
       Payment.

In addition, if the total Eligible Charges invoiced by Solutia and
FMC are equal in any given amount, the entire amount of each of
Solutia's and FMC's Eligible Charges will be deferred.

Astaris will maintain separate accounts for each of Solutia and
FMC to track the amounts of charges deferred.  If either Solutia's
Deferred Charges Account or FMC's Deferred Charges Account reaches
$27,000,000, Astaris may not defer any further Eligible Charges
with respect to that Member until its Deferred Charges Account is
reduced below $27,000,000.  The parties agree that as of December
31, 2003, each of the Deferred Charges Accounts had a $2,171,351
balance, none of which consisted of Short-Term Deferred Charges.

Ultimately, Astaris must pay the entire outstanding balance of the
Deferred Charges Account for Solutia and FMC on or before
September 30, 2005.  Neither Solutia nor FMC will charge interest
on any portion of its Deferred Charges Account except that each of
Solutia and FMC reserve the right to seek interest from Astaris in
the event of a payment default.  Moreover, in the event that the
balance in one Member's Deferred Charges Account exceeds the
balance in the other Member's Deferred Charges Account by $500,000
or more for a 30-day period, Astaris will pay interest on the
amount of the Account Imbalance in excess of $500,000.

The parties acknowledge that nothing in the Deferral Agreement
will constitute an assumption of any of the Member Agreements or
affect Solutia's rights to reject or assume the Member
Agreements.

Accordingly, Solutia asks the Court to authorize and approve the
Deferral Agreement.

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: Wants to Hire J.H. Cohn as Financial Advisor
----------------------------------------------------------------
Southwest Hospital and Medical Center, Inc., asks the U.S.
Bankruptcy Court for the Northern District of Georgia for
permission to employ J.H. Cohn LLP as its accountant and financial
advisor.

J.H. Cohn will:

    a) advise and assist the Debtor in the preparation of
       financial information, including the Statement of
       Financial Affairs, monthly operating reports and other
       information that may be required by the Bankruptcy Court,
       the U.S. Trustee, and the Debtor's creditors and other
       parties in interest;

    b) assist the Debtor in preparing and analyzing cash
       collateral projections, financial statements, long-term
       cashflow projections, employee retention and incentive
       programs, other special projects or reports and provide
       expert testimony on them;

    c) attend meetings with parties in interest and their
       respective advisors;

    d) advise and assist the Debtor in identifying potential new
       lenders;

    e) advise and assist the Debtor in identifying restructuring
       alternatives, and the preparation and negotiation of a
       plan of reorganization, including advising the Debtor on
       the timing, nature and terms of the Debtor's modification
       alternatives to its existing debts;

    f) analyze creditor claims and prepare and evaluate
       litigation and claim objections, including providing
       expert testimony; and

    g) perform other accounting and financial consulting
       services requested by the Debtor and its counsel.

Clifford A. Zucker, Certified Public Accountant, at J.H. Cohn,
reports that the firm's professionals bill:

       Designation                      Hourly Rate
       -----------                      -----------
       Senior Partner                      $495
       Partner                              425
       Director                             385
       Senior Manager & Sr. Consultant      330
       Manager                              300
       Supervisor                           275
       Senior Accountant                    230
       Staff Accountant                     175
       Paraprofessional                     120

J.H. Cohn does not have any interest adverse to the Debtor or its
estate.

Headquartered in Atlanta, Georgia, Southwest Hospital and Medical
Center, Inc., operates a hospital. The Company filed for  
protection on September 9, 2004 (Bankr. N.D. Ga. Case
No. 04-74967). 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.


TANGO INC: Subsidiary Shows Signs of Success in September
---------------------------------------------------------
Tango Pacific, a subsidiary of Tango Incorporated (OTCBB:TNGO),
has been achieving the objectives as laid out by its management.
Overall production is on target, shipping and billings have been
running successfully, the installation of its new software is
underway and the launch of Long Hard Ride has taken place.

"I believe the company is on target to achieve its objective of
generating $6.5 million in revenue for the next year, and the cost
efficiencies from the second shift are beginning to filter into
our cash flow by reducing our payroll costs. I am delighted with
our overall success," said Todd Violette, Chairman and COO.

                           About Tango

Tango Incorporated is a leading garment manufacturing and
distribution company, with a goal of becoming a dominant leader in
the industry. Tango pursues opportunities, both domestically and
internationally. Tango provides major branded apparel the ability
to produce the highest quality merchandise, while protecting the
integrity of their brand. Tango serves as a trusted ally,
providing them with quality production and on-time delivery, with
maximum efficiency and reliability. Tango becomes a business
partner by providing economic solutions for development of their
brand. Tango provides a work environment that is rewarding to its
employees and at the same time has an aggressive plan for growth.
Tango is currently producing for many major brands, including
Nike, Nike Jordan and RocaWear.

In its Form 10-QSB for the quarterly period ended April 30, 2004,
filed with the Securities and Exchange Commission, Tango Inc.
reported that, as of April 31, 2003 and 2004, its auditors
expressed substantial doubt about the company's ability to
continue as a going concern in light of continued net losses and
working capital deficits.


TITAN ENERGY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Titan Energy Inc.
        P.O. Box 8146
        Newport Beach, California 92658

Bankruptcy Case No.: 04-15889

Chapter 11 Petition Date: September 21, 2004

Court: Central District of California (Santa Ana)

Judge: Robert W. Alberts

Debtor's Counsel: John B. Laing, Esq.
                  10550 Sepulveda Boulevard, #104
                  Mission Hills, CA 91345
                  Tel: 818-837-1212

Total Assets: $1,793,200

Total Debts:  $8,451,238

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Western GECO                               $284,650
1001 Richmond Ave.
Houston, TX 77252

John Montfort                              $161,974
29 Elm Street
Fishkill, NY 12524

Kimball Family Trust                       $161,974
1329 Hwy. 395, Ste. 10
Gardenville, NV 84910

RPI Publishing, Inc.                       $161,974

Gemtech, Inc.                              $161,974

John C. Bult, TTEE                         $161,974

Charles Kovaleski                          $153,875

Fedhake & August                           $132,590

Mendelson Charitable                       $121,480

First Trust Corp.                           $95,564

Nancy Korpi                                 $89,085

First Trust Corp.                           $85,846

The George and Elizabeth Gibbs Family       $80,987
Limited Partnership

Jack A. Kanz                                $80,987

L. Franklin Kemp                            $80,987

First Trust Corp.                           $80,987

Greeley Ortho. Center                       $80,987

First Trust Corp.                           $80,987

Trappe and Dusseault                        $80,987

Stephen Wischmeier                          $80,987


TRANSMONTAIGNE: S&P Places BB- Corp. Credit Rating on CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating on TransMontaigne, Inc., on CreditWatch with
developing implications.

The rating action follows the announcement that TransMontaigne's
board of directors approved the formation of a master limited
partnership for certain of its assets (primarily assets from the
company's terminal, pipeline, tug and barge businesses) and
TransMontaigne would be the general partner and retain the
distribution and marketing business.

The CreditWatch listing with developing implications reflects the
possibility of positive or negative rating actions based on an
analysis of TransMontaigne's new corporate structure and business
profile.

"The formation of an MLP could lead TransMontaigne to concentrate
its operations in activities with an improved risk profile and
reduce the volatility of its cash flow," said Standard & Poor's
credit analyst Paul Harvey.

"However, a continued pursuit of trading activities within the MLP
or at a closely related affiliate or subsidiary could lead to a
lower rating given the limited tolerance for earnings variability
of an MLP," continued Mr. Harvey.

Standard & Poor's also said that it plans to meet with management
in the near term and evaluate the impact of the proposed MLP
structure as well as TransMontaigne's future business strategies.


TRUMP HOTELS: Ends Talks with DLJ Merchant on Equity Investment
---------------------------------------------------------------
By mutual agreement, Trump Hotels & Casino Resorts, Inc., (OTCBB:
DJTC.OB) and DLJ Merchant Banking Partners III, L.P., terminated
discussions regarding a potential equity investment by DLJ
Merchant in the Company in connection with a potential
restructuring of the debt securities of the Company's
subsidiaries.  The Company is now pursuing with its bondholders
alternatives with respect to a potential restructuring of the debt
securities of the Company's subsidiaries and a recapitalization of
the Company.  In addition, Donald J. Trump (a 56.4% beneficial
owner of the Company's common stock) indicated that he may pursue
a potential privatization of the Company.

                        About the Company

Through its subsidiaries, Trump Hotels & Casino owns and operates
four properties and manages one property under the Trump brand
name.  Trump Hotels & Casino's owned assets include Trump Taj
Mahal Casino Resort and Trump Plaza Hotel and Casino, located on
the Boardwalk in Atlantic City, New Jersey, Trump Marina Hotel
Casino, located in Atlantic City's Marina District, and the Trump
Casino Hotel, a riverboat casino located in Gary, Indiana.  In
addition, the Company manages Trump 29 Casino, a Native American
owned facility located near Palms Springs, California. Together,
the properties comprise approximately 451,280 square feet of
gaming space and 3,180 hotel rooms and suites.  The Company is the
sole vehicle through which Donald J. Trump conducts gaming
activities and strives to provide customers with outstanding
casino resort and entertainment experiences consistent with the
Donald J. Trump standard of excellence.  Trump Hotels & Casino is
separate and distinct from Mr. Trump's real estate and other
holdings.

                          *     *     *

As reported in the Troubled Company Reporter on August 11, 2004,
Trump Hotels, Donald J. Trump and DLJ Merchant Banking Partners
III, L.P., a private equity fund of Credit Suisse First Boston,
reached an agreement in principle with a significant portion of
noteholders of the Company's largest series of bonds to
restructure the Company's public indebtedness and to recapitalize
the Company.

As part of the Recapitalization Plan, Mr. Trump and CSFB private
equity would co-invest $400 million of equity into the
recapitalized Company. Mr. Trump's investment in the recapitalized
Company is intended to be approximately $70.9 million, $55 million
of which would be in the form of a co-investment with CSFB private
equity and the remainder of which would be invested through
Mr. Trump's contribution of approximately $15.9 million principal
amount of his Trump Casino Holdings' 17.625% Second Priority
Mortgage Notes due 2010 and the granting to the recapitalized
Company a new license agreement.  Mr. Trump's beneficial ownership
of the recapitalized Company's common stock is expected to be
approximately 25%, on a fully diluted basis.

Given the large number of noteholders, the Company intends to
effect the transactions in a chapter 11 proceeding pursuant to a
pre-negotiated plan of reorganization in order to implement the
Recapitalization Plan in an efficient and timely manner. The
Company intends to commence its chapter 11 case by the end of
September 2004 and expects the Recapitalization Plan to be
consummated in the first quarter of 2005. The consummation of the
Recapitalization Plan is subject to a variety of conditions
discussed below. The Company intends to maintain its current level
of operations during the pendency of the proceedings, expects that
its patrons and vendors would experience no change in the way the
Company does business with them, and anticipates that the proposed
plan of reorganization would not impair trade creditor claims. The
Company intends to arrange for up to $100 million debtor-in-
possession financing during the proceedings.

UBS Investment Bank has been serving as the Company's financial
advisors in connection with the Recapitalization Plan.


UAL CORP: Wants to Assume & Assign Leases to CenterPoint
--------------------------------------------------------
CenterPoint Properties Trust and UAL Corporation and its debtor-
affiliates are parties to a Facilities Underlease dated Nov. 1,
2002.  Pursuant to the Lease, CenterPoint constructed and leased
to the Debtors a new parts storage warehouse and office
headquarters building located at 10801 W. Irving Park Road, in
Chicago, Illinois.

The Debtors want to assume and assign to CenterPoint Properties  
Trust certain unexpired leases and a sublease of non-residential  
real property related to the Premises located at Seymour Avenue  
and Fleetwood Avenue, in Chicago, Illinois.  The Debtors also  
want to settle and compromise certain controversies with  
CenterPoint relating to the leases and subleases.

The Debtors are party to four unexpired leases:

  a) a Ground Lease with the City of Chicago;

  b) a Ground Sublease, with United Air Lines, Inc., as landlord  
     and CenterPoint as subtenant, for 14 acres upon which  
     CenterPoint has constructed a 185,280-square foot industrial  
     office/warehouse facility;

  c) a Facility Underlease with CenterPoint as landlord and the  
     Debtors as subtenant; and

  d) a Letter Agreement with the Debtors as landlord and  
     AirLiance Materials, LLC, as subtenant.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, informs the  
Court that in the past months, CenterPoint and the Debtors have  
engaged in extensive and vigorous negotiations to resolve issues  
with the Leases.  As a result, the Debtors and CenterPoint have  
entered into a confidential Term Sheet which provides that:

  1) the Debtors will assume and assign the Leases to CenterPoint  
     or its designee;

  2) the Debtors will cure defaults under the Ground Lease, not
     to exceed $10,000.  CenterPoint will cure other defaults;

  3) CenterPoint will assume the Debtors' obligations under the  
     Leases after an undisclosed date;

  4) CenterPoint will pay the Debtors $100,000;

  5) CenterPoint will pay the Debtors an additional $100,000 upon  
     development and lease of four acres of undeveloped land on  
     the Premises;

  6) CenterPoint withdraws with prejudice its request for payment
     of administrative claim; and

  7) the Debtors and CenterPoint mutually release one another for  
     all claims under the Leases, except CenterPoint's general  
     unsecured claim.

Mr. Sprayregen tells the Court that the parties' agreement will  
allow the Debtors to avoid substantial continuing obligations  
under the Leases.  It resolves CenterPoint's request for  
Administrative Expense Payment in a manner favorable to the  
Debtors.  The Debtors also remove the threat of lease rejection  
claims and sidestep potential cure costs.

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)


UAL CORP: Inks Settlement Agreement with ACI & XL Insurance
-----------------------------------------------------------
ACI Environmental, Inc., is an environmental contractor that  
specializes in asbestos removal, surface preparation and  
demolition services.  Under terms of Contract No. 139473, dated  
November 17, 1997, the Debtors hired ACI to conduct asbestos  
abatement on portions of the first and second floors of the North  
Building at their World Headquarters.  On August 11, 1999, a fire  
broke out at the North Building, where ACI was working,  
interrupting the Debtors' business.

On August 8, 2003, the Debtors filed a civil lawsuit against ACI,  
among others, alleging that the damages caused by the fire were a  
result of ACI's negligent conduct.

Winterthur International American Insurance Company, now known as  
XL Insurance America, Inc., provided coverage to the Debtors for  
property damage and business interruption losses.  Pursuant to  
the Policy, XL Insurance paid the Debtors, minus the deductible,  
to repair the damaged property.  As a result, XL Insurance became  
subrogated to the rights of United to the extent of the payments.

The Debtors continue to pursue the Lawsuit against ACI, primarily  
on behalf of XL Insurance as their subrogee.  James H.M.  
Sprayegen, Esq., at Kirkland & Ellis, says that ACI denies  
causing the fire.  ACI argues that it is impossible to prove  
causation.  ACI asserts that the risk of loss was borne by the  
Debtors and XL Insurance because the Debtors were contractually  
responsible to carry fire insurance to cover ACI's work.  ACI  
also insists that XL Insurance waived its subrogation rights.  In  
response, ACI filed a request to dismiss most of the counts in  
the Lawsuit on these grounds.

The Debtors and XL Insurance believe that they can establish a  
causal relation between the damages and ACI's negligence.   
However, it is possible that the trial court would dismiss with  
prejudice the Debtors' complaint based on the contractual waiver  
provisions.  Therefore, to avoid further expense and the  
potential for a litigation setback, the Debtors, XL Insurance and  
ACI have reached a Settlement Agreement that requires:

  a) ACI to pay the Debtors and XL Insurance $1,250,000, with  
     $80,000 going to the Debtors for reimbursement of the  
     deductible; and

  b) the Debtors and XL Insurance to release ACI and its  
     insurers for any and all claims resulting from the fire.

Mr. Sprayregen informs the Court that there are still two  
remaining defendants against which the Debtors and XL Insurance  
can pursue damages.

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 AUBURN: S&P Upgrades Corporate Credit Rating to BB+
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the
United Auburn Indian Community, including its corporate credit
rating to 'BB+' from 'BB'.  The outlook is stable.

"The upgrade reflects our assessment that operating results at the
United Auburn Indian's Thunder Valley Casino continue to be good,
resulting in credit measures that are solid for the new rating,"
said Standard & Poor's credit analyst.  Standard & Poor's expects
that this trend will continue in the near term.  Mr. Scerbo added,
"Additionally, pursuant to the new compact with the state of
California, we expect that the Tribe has installed additional slot
machines at Thunder Valley, which is likely to further enhance
operating results, despite increased costs associated withpayments
to the state."

The ratings on Auburn, Calfornia-based United Auburn Indian
reflect its reliance on a single source of cash flow and an
evolving competitive landscape.  In addition, the Tribe's new
compact with the state of California includes a revenue sharing
arrangement, which modestly raises its cost structure.  These
factors are offset by the continued strong performance of the
property, its high quality, good market demographics, and limited
near-term competition in its surrounding area.

Standard & Poor's expects that Thunder Valley's operating
performance will continue to be solid given the quality of the
facility, its limited direct competition and good market
demographics.  As a result, credit measures are expected to remain
good for the rating.


US AIRWAYS: U.S. Trustee Appoints Unsecured Creditors' Committee
----------------------------------------------------------------
Pursuant to Section 1102 of the Bankruptcy Code, Dennis J. Early,
Assistant United States Trustee for Region 4, appoints 13
claimants to the Official Committee of Unsecured Creditors in
US Airways' Chapter 11 cases:

     (1) Airbus North American Holdings, Inc.
         Attn: R. Douglas Greco, Senior Director, Sales Finance
         198 Van Buren Street, Suite 300
         Herndon, Virginia 20170-5335
         E-Mail: Doug.greco@airbus.com

     (2) Air Line Pilots Association
         Attn: Kim Allen Snider
         153 Maple Drive
         Warrendale, Pennsylvania 15086
         E-Mail: kasnider@connettime.net

     (3) Electronic Data Systems Corporation
         Attn: Kevin O'Shaughnessy, Account Executive
         2345 Crystal Drive, Suite H-285
         Arlington, Virginia 2227
         E-mail: kevin.oshaughnessy@eds.com

     (4) Wachovia Bank N.A.
         Attn: Robert L. Bice, II, Vice-President, Structured
               Finance Trust Services
         401 S. Tryon St., NC1179
         Charlotte, North Carolina 28117
         E-mail: bob.bice@wachovia.com

     (5) International Association of Machinists
         and Aerospace Workers
         Attn: Jay R. Cronk, Asst. Transportation Coordinator
         9000 Machinists Place
         Upper Marlboro, Maryland 20772-2687
         E-mail: jcronk@iamaw.org

     (6) Association of Flight Attendants
         Attn: Perry Hayes, MEC Pres.
         200 Marshall Drive
         Carapolis, Pennsylvania 15108

     (7) LSG Sky Chefs, Inc.
         Attn: Janice L. Kiraly, Global Director-Credit
               & Collections
         6191 North State Hwy. 161
         Irving, Texas 75038
         E-mail: Janice.kiraly@lsgskychefs.com

     (8) Pension Benefit Guaranty Corporation
         Attn: Andreas Wilkinson, Senior Financial Analyst
         1200 K Street, NW, Suite 270
         Washington, DC 20005-4026
         E-Mail: Wilkinson.andreas@pbgc.gov

     (9) U. S. Bank National Association
         Attn: Robert Butzier
         One Federal Street - 3rd Floor
         Boston, Massachusetts 02111
         E-mail: Robert.butzier@usbank.com

    (10) Sabre, Inc.
         Attn: Christine Vincenti-Potosky, Esq.
         3150 Sabre Drive
         South Lake, Texas 76092
         E-Mail: Christine.vincenti-potosky@sabre-holding.com

    (11) Bombardier Aerospace
         Attn: Francois Ouellette, VP Legal Services
         P.O. Box 6087, Station Centre-ville
         Montreal, Quebec, Canada H3C 3G9
         E-Mail: Francois.oullette@notes.canadair.ca

    (12) Communications Workers of America, AFL-CIO
         Attn: Rick Braswell
         501 Third Street, NW
         Washington, DC 20001
         E-Mail: rickb@cwa-union.org

    (13) General Electric
         Attn: Eric M. Dull
         120 Long Ridge Road
         Stamford, Connecticut 06927
         E-Mail: Eric.dull@ge.com

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

   * US Airways, Inc.,
   * Allegheny Airlines, Inc.,
   * Piedmont Airlines, Inc.,
   * PSA Airlines, Inc.,
   * MidAtlantic Airways, Inc.,
   * US Airways Leasing and Sales, Inc.,
   * Material Services Company, Inc., and
   * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in its restructuring efforts.  In the Company's second bankruptcy
filing, it lists $8,805,972,000 in total assets and $8,702,437,000
in total debts. (US Airways Bankruptcy News, Issue No. 65;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


US AIRWAYS: Wants to Honor Interline & Eight Other Agreements
-------------------------------------------------------------
US Airways, Inc., and its debtor-affiliates ask Judge Mitchell of
the U.S. Bankruptcy Court for the Eastern District of Virginia for
permission to perform all their obligations under certain
agreements that are essential to preserve their goodwill and to
maintain public confidence in US Airways' services.

Specifically, the Debtors want to honor their obligations under:

   -- the Bilateral Interline Agreements,
   -- the Alliance Agreements,
   -- the Code Share Agreements,
   -- the Global Distribution (Reservation) Systems Agreements,
   -- the Service Agreements,
   -- the Travel Agency Agreements,
   -- the Online Services Agreements,
   -- the Dividend Miles Agreements, and
   -- the Cargo Agreements.

                  Bilateral Interline Agreements

"Most, if not all, major air carriers participate in some form of
bilateral interline agreement with other air carriers and industry
service providers because of the tremendous operating efficiencies
obtained through their usage," according to Lawrence E. Rifken,
Esq., at McGuireWoods, LLP, in McLean, Virginia.  Pursuant to
Bilateral Interline Agreements, airlines agree to accept each
other's tickets for transportation over another carrier's system.  
These agreements enable carriers and travel agents to issue a
single ticket having flight coupons for travel on more than one
airline.  These agreements also provide customers with the comfort
of knowing that if they miss a flight or if the flight they
intended to take is late or is canceled, they can use their ticket
with another carrier for a substitute flight.

Bilateral Interline Agreements also facilitate the purchase of
tickets involving multiple carriers and allow travel agents and
airlines to write tickets with itineraries that involve more than
one carrier.

Mr. Rifken explains that the Bilateral Interline Agreements and
related agreements are also the mechanism by which passengers'
luggage is transferred from one airline to another.  "If there
were no such agreement in place, a US Airways passenger connecting
to a United Airlines flight in Chicago, Illinois, would have to
retrieve his luggage at the US Airways terminal in Chicago, bring
it to United Airline's Chicago terminal and check it in there."  
Obviously, Mr. Rifken says, this would be an inefficient and time-
consuming process for passengers.  Bilateral Interline Agreements
permit, among other things, the airlines to accomplish the
transfer of luggage without unduly burdening passengers.

Airlines and other industry service providers also agree to
provide ground handling, special maintenance, skycap, and other
passenger services for each other pursuant to the Bilateral
Interline Agreements and related agreements.  The reciprocal
exchange of those services is efficient because airlines do not
have to provide ground handling and special maintenance personnel
and facilities at each airport to which the carrier flies.  
Similarly, airlines and other industry service providers agree to
provide ground handling and other cargo related services for each
other pursuant to these agreements and related agreements.  These
arrangements obviate extraneous cargo handling and the need to
have separate personnel and facilities devoted to cargo at each
airport to which the carrier services.  The Debtors' inability to
preserve these agreements would make it impossible to serve
ticketed passengers on other carriers where the trip was comprised
of one or more segments not flown by the Debtors.  Similarly,
other carriers would be unable to ticket passengers on a segment
flown by the Debtors.  

Under Bilateral Interline Agreements, two carriers typically
contract directly for interline and other services and provide for
regular periodic settlement of their accounts, either directly or
through a clearinghouse.  Under these agreements, each party,
among other things, is authorized to issue tickets for
transportation of passengers and baggage over the lines of the
other party.  These agreements are normally in effect for one
calendar month at a time, but for established carriers like US
Airways, the normal practice is that these agreements are
automatically renewed and remain in place unless and until they
are affirmatively terminated.  The Bilateral Interline Agreements
typically refer to the multilateral interline agreements for most
of the contract conditions, so the primary difference between the
multilateral and Bilateral Interline Agreements is in the term and
termination provisions.

The Debtors also have bilateral interline relationships with a
small number of carriers that do not settle accounts through
either of the Clearinghouses.  These airlines are directly billed
by the Debtors each month.

           Alliance Agreements and Code Share Agreements

Before the Petition Date, the Debtors entered into a series of
bilateral and multilateral agreements with 14 carriers for
cooperative marketing efforts.  Additional airline carriers are
expected to join the Star Alliance by the end of March 2005.  The
Star Alliance Agreements provide numerous benefits to the Debtors
and their customers, including among others, significantly easier
access to destinations served solely by the Star Alliance
Airlines, streamlined ticketing baggage handling and check-in
procedures, the ability for customers of the Debtors and the Star
Alliance Airlines to earn frequent flyer miles on flights of the
Debtors or the Star Alliance Airlines and reciprocal airport
lounge access.  The Debtors officially joined the Star Alliance on
May 4, 2004.  The Debtors also entered into marketing agreements
and alliance expansion agreements with their Star Alliance
partners.  The Debtors expect to generate substantial revenue as a
result of being a member airline of the Star Alliance.

The Debtors also have a code share agreement and comprehensive
marketing agreement with Star Alliance partner United Air Lines,
Inc., and other subsidiaries or affiliates of UAL Corporation.  
Expanding beyond the benefits of membership in the Star Alliance,
code share agreements allow the participating airlines to code
share and provide single ticket and baggage check handling.  Code
share agreements also enable wider distribution of interline
connections. The Debtors generate a substantial amount of
incremental revenue as a result of the United Code Share
Agreement.

The Debtors have a similar code share agreement and comprehensive
marketing agreement with other Star Alliance partners Lufthansa
German Airlines and its subsidiaries and affiliates, Spanair and
British Midland.  The Debtors also have regional code share
agreements with non-Star Alliance carriers, including certain
carriers marketed under the US Airways' "GoCaribbean" brand like,
Caribbean Sun Airways, Windward Island Airways, doing business as
Winair and Bahamasair.  The Debtors continue to actively develop
similar code share agreements and comprehensive marketing
agreements with other Star Alliance, non-Star Alliance, and
regional airlines.

As a direct result of the Alliance Agreements, the Debtors
generate substantial amount of incremental revenue.  Furthermore,
the Alliance Agreements provide numerous other benefits to the
Debtors and their customers, including, among others,
significantly easier access to destinations served solely by
Alliance Airlines, streamlined ticketing, baggage handling and
check-in procedures, the ability for customers of the Debtors or
the Alliance Airlines, to earn frequent flyer miles on flights of
the Debtors or the Alliance Airlines and reciprocal airport lounge
access.

The Debtors expect that the Alliance Agreements will significantly
increase the Debtors' revenues by allowing the Debtors access to
more markets -- approximately 500 additional incremental airports
-- and enabling the Debtors to offer their customers increased
choices and convenience.  Historically, the Debtors have been at a
competitive disadvantage relative to other airlines due to their
limited domestic and international scope.  However, the Debtors
believe that the Alliance Agreements will alleviate these
disadvantages by giving them and their customers access to the
Alliance Airlines' vast network of domestic and international
destinations.  The Debtors expect that the Alliance Agreements
will lead to more passengers, higher load factors and a
significant increase in revenues.

                        Service Agreements

The Debtors have air service agreements with certain commuter and
other airlines, including, but not limited to, Air Midwest, Inc.,
Chautauqua Airlines, Inc., Colgan Air, Inc., Mesa Airlines, Inc.,
and Mesa Air Group, Inc., Shuttle America Corp. and Trans States
Airlines, Inc., whereby these airlines offer air transportation of
passengers and cargo between certain "feeder" airports and the
Debtors' hub airports.  In return, the Debtors provide certain of
the Affiliate Airlines with various marketing, ground support and
computer reservations services, which enable these Affiliate
Airlines to continue operations.  These carriers generally operate
as US Airways Express and carried 7.3 million passengers in 2003,
approximately 13% of the Debtors' passengers.  These flights
include many connections to the Debtors' hubs and many flights to
smaller airports, which do not have alternative air service.

            Global Distribution (Reservation) Systems
                   and Travel Agency Agreements

In the course of their business, the Debtors use multiple Global
Distribution Systems.  A GDS is a computer system that operates
through terminals located in travel agencies and stores
information about available passenger air transportation.  The GDS
enables the travel agents to accept and record bookings of those
services from remote locations.  In addition to storing
information, the GDSs also allow travel agents to make and confirm
reservations, print and issue tickets automatically and perform
the travel agency's internal accounting tasks.  The GDSs are also
used extensively by online travel agencies, like Travelocity,
Expedia and Orbitz to gather travel and flight information and are
therefore a key component to maintaining the Debtors' competitive
position in the online travel market.  Airline Carriers, including
the Debtors, have agreements pursuant to which their flight
schedules, fare information and seat availability are included in
the databases of the GDSs.

Nearly all travel agents in the United States utilize GDSs.  The
Debtors are parties to GDS Agreements covering many major GDSs,
including, but not limited to, Amadeus Global Travel Distribution,
Galileo, Sabre, and Worldspan.

Sales made through travel agents, including online Web sites,
comprise approximately 75% of the Debtors' revenues generated from
air passenger transportation bookings, and comprise approximately
67% of the number of tickets sold.  The Debtors are parties to
numerous agreements related to their travel agency network.  

In the past, the Debtors incentivized travel agents primarily
through a commission-based system, whereby a travel agent would
receive a payment for each ticket sold based on a percentage of
the ticket price up to a pre-set maximum amount.  However, these
payments have been eliminated, and the Debtors have moved toward a
system based upon backend performance-based payments.  This change
is expected to result in significant cost savings to the Debtors.

The Debtors estimate that less than 1% of the travel agencies with
which the Debtors have agreements are potentially entitled to
certain bonus payments.  The Time-of-Ticketing Bonuses are
normally in addition to the backend performance-based payments and
are not memorialized in written contractual arrangements.  These
bonuses are normally provided only for specific origination and
destination pairings and are provided to certain travel agencies
based upon the geographic market in which the specific travel
agency operates.  These agreements are for a limited duration,
normally less than six months.  The Time-of-Ticketing Bonuses
provide for commissions of between 3% and 10% and those payments
are targeted in order to achieve certain goals, like improving the
Debtors' performance on underperforming routes.

In addition, the Debtors also maintain certain commission
arrangements with certain travel agents located in Europe, Mexico
and the Caribbean.  The commissions provided under the
International Commission Arrangements vary between 1% and 9%, and
are generally decreasing due to competitive levels.

The Debtors further incentivize certain travel agencies, including
travel agencies not a party to Backend Performance Agreements or
Time of-Ticketing Bonuses, through the provision of unique, soft-
dollar arrangements.  These non-contractual arrangements entitle
the incentivized travel agencies to certain benefits from the
Debtors, like travel certificates, subject to a service charge, or
US Airways Club passes.  

The Debtors also have agreements pursuant to which certain travel
agencies and other parties have the right to sell blocks of US
Airways seats on certain flights.  These parties fall into four
general categories:

   (a) cruise line operators;
   (b) group travel providers;
   (c) European tour operators; and
   (d) charter flight groups.

The Debtors also have agreements with various persons and entities
known as general sales agents under which the Debtors have agreed
to specially incentivize the GSAs for sales in a certain
geographic region.  The purpose of the GSA Agreements is to allow
the Debtors to sell tickets in foreign locations that are not
normally serviced by the Debtors.  The GSAs normally sell tickets
on the Debtors' flights to both travel agents and customers
located within their geographic location and the services of the
GSAs allow the Debtors to realize ticket sales through the
issuance of multi-carrier itineraries.  Thus, the GSA Agreements
are critical to the Debtors' international marketing efforts.

The Debtors also have agreements with certain counterparties,
similar to their travel agents, to sell the Debtors' cargo
services.  The Cargo Agents are normally entitled to a commission
or similar compensation on account of their services.

                    Online Services Agreements

The Debtors currently have an agreement with TRX, a World Travel
Partners Company, whereby TRX current provides customer support
for the Debtors' Web site, usairways.com, which is scheduled to
terminate on September 30, 2004; however, the Debtors are in the
process of transitioning their contractual relationship for these
services to another provider effective October 1, 2004.  Pursuant
to the Online Services Agreements, the counterparties provide
services including, without limitation, telephone support,
refund/reissue support, help desk support, documentation,
confirmation and customer communications.  

                         Cargo Agreements

From September 1, 2004, the Debtors and Lufthansa Cargo AG have
begun implementing a contract whereby Lufthansa provides certain
sales and marketing functions for air cargo carried by the Debtors
between Europe and the United States.  As a result of the LH Cargo
Contract, the Debtors expect to reduce its European air cargo
expenses through the elimination of certain sales and marketing
and support infrastructure.

Also, as an integral part of the carriage of cargo, the Debtors
routinely contract with freight-forwarders, truckers, couriers and
other entities to transport cargo between the aircraft and/or the
airport and the origin/destination address.  In order for the
Debtors to continue to serve current and future cargo customers,
the Debtors need the ability to continue to honor all of their
obligations under the Cargo Agreements in the ordinary course of
business.

                    Dividend Miles Agreements

The Debtors are also parties to and beneficiaries of certain joint
agreements related to their frequent flyer program, Dividend
Miles, the frequent flyer programs of other airlines and the
loyalty programs of other travel-related and non-travel-related
vendors.

                          *     *     *

The Court authorizes the Debtors to continue honoring, performing,
and exercising their rights and obligations in the ordinary course
of business and in accordance with the terms of the Contracts;
provided, however, that the honoring, performing, or exercising of
those rights and obligations will not give rise to administrative
claims solely as a result of the entry of the Order.

Judge Mitchell lifts the automatic stay to permit the
counterparties to the Contracts to participate in the routine
billings and settlements in accordance with the terms of those
contracts in the ordinary course of business.

If no objections are timely filed, the Order will become final.

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. 65;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


US AIRWAYS: Wants to Pay Postpetition Pension Obligations
---------------------------------------------------------
US Airways, Inc., and its debtor-affiliates and subsidiaries asked
the U.S. Bankruptcy Court for the Eastern District of Virginia for
authority to make contributions to, and payments under, the
employee pension plans attributable to work performed by US
Airways' employees after the Petition Date.  The contributions
will constitute administrative expenses of US Airways' estate,
whether or not they constitute ordinary course payments.

US Airways believes that the pension obligations attributable to  
postpetition labor are administrative expense claims pursuant to  
Section 503(b) of the Bankruptcy Code.  The postpetition accruals  
arise from postpetition work that benefits the estate.

Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado,  
notes that under the Bankruptcy Code, the Debtors have authority  
to make administrative expense payments at the time of plan  
confirmation, but US Airways intends to pay the pension  
obligations arising from postpetition labor when they are  
otherwise due.

US Airways does not intend to pay any contributions to or any  
benefits under the Pension Plans that are attributable to  
prepetition work by the Plan participants, including Prepetition  
Service Obligations that are not due until after the Petition
Date.

                    The Defined Benefit Plans

The largest defined benefit plans sponsored by US Airways are the  
Pension Plan for Employees of US Airways, Inc., Who Are  
Represented by the International Association of Machinists and  
Aerospace Workers and the Retirement Plan for Flight Attendants  
in the Service of US Airways, Inc.  As of January 1, 2004, the  
IAM Plan had 11,618 participants and the AFA Plan had 13,311  
participants.

For US Airways' bankruptcy filing, the Internal Revenue Code and  
the Employee Retirement Income Security Act require US Airways to  
make:

   (a) $110,500,000 in minimum funding contributions to the IAM
       Plan and the AFA Plan on September 15, 2004; and  

   (b) $14,500,000 in minimum funding installment payments on
       October 15, 2004, and January 15, 2005.

The September 15 contributions are attributable to services  
performed by plan participants before the Petition Date.  The  
October 15, 2004, and January 15, 2005, contributions are minimum  
funding installment payments for the IAM Plan and AFA Plan for  
their 2004 plan years, a portion of which occurs prepetition.

US Airways' estimated minimum funding contributions to the
IAM Plan and the AFA Plan based on various actuarial and other  
assumptions for plan years 2005 through 2009, not taking into  
account any non-payment of the September 15, 2004, minimum  
funding contributions and assuming the plans are not frozen or  
terminated, would be:

        Year     AFA Plan       IAM Plan        Total
        ----   ------------   ------------   ------------
        2005    $21,000,000    $55,200,000    $76,200,000
        2006     50,800,000     77,800,000    128,600,000
        2007     84,300,000     88,500,000    172,800,000
        2008     43,900,000     58,600,000    102,500,000
        2009     20,300,000     30,600,000     50,900,000
        ----   ------------   ------------   ------------
        Total  $220,300,000   $310,700,000   $531,000,000

                   Defined Contribution Plans

The largest defined contribution plans sponsored by US Airways  
are the Retirement Savings Plan for Pilots of US Airways, Inc.,  
the US Airways, Inc. Employee Pension Plan, the US Airways, Inc.,  
401(k) Savings Plan and the US Airways, Inc. Employee Savings  
Plan.  As of January 1, 2004, the Pilots Savings Plan had 3,804  
participants, the Employee Pension Plan had 19,502 participants,  
the 401(k) Plan had 29,767 participants, and the Savings Plan had  
18,830 participants.

For US Airways' bankruptcy filing, the airline would be required  
during September through November 2004 to make $19,200,000 in  
aggregate contributions to the Pilots Savings Plan that arise  
from prepetition services by employees.  Contributions to the  
other defined contribution plans for prepetition services also  
would be required during the postpetition period.

                       Nonqualified Plans

US Airways maintains nonqualified plans for various groups of  
employees.  Under the nonqualified plans, US Airways credits  
benefit accruals to bookkeeping accounts established in the  
participants' names or makes contributions to a nonqualified  
trust on behalf of the participants.  The nonqualified plans  
include the US Airways Funded Executive Defined Contribution  
Plan, the US Airways Unfunded Executive Defined Contribution Plan  
and the Nonqualified Plan for Pilots of US Airways, Inc.  US  
Airways' prepetition service obligations under the nonqualified  
plans exceed $65,000,000.

                       Multi-employer Plan

Pursuant to collective bargaining agreements with the  
International Association of Machinists, US Airways makes  
contributions to the IAM National Pension Fund, which is a multi-
employer plan as defined in Section 3(37) of ERISA.  In general,  
US Airways' required contributions to the plan are in excess of  
$500,000 each month.

Mr. Leitch discloses that US Airways is considering whether to  
freeze or initiate a distress termination of the IAM Plan and the  
AFA Plan later in the case.  Substantial modifications will be  
made to other Pension Plans.

Judge Mitchell will convene a hearing on October 7, 2004, to  
consider US Airways' 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)


VANGUARD HEALTH: Blackstone Group Completes Major Investment
------------------------------------------------------------
The Blackstone Group, a private equity firm, have purchased a
majority equity interest in Vanguard Health Systems, Inc., in a
transaction valued at approximately $1.75 billion pursuant to a
previously announced merger agreement. As a result of the merger
transaction, Vanguard has a new parent company, VHS Holdings LLC.
Vanguard, formed in 1997 by management and Morgan Stanley Capital
Partners, owns and operates acute care hospitals and complementary
healthcare facilities and services in urban and suburban markets.

In connection with the transaction, both management (along with
certain other existing shareholders) and Morgan Stanley Capital
Partners reinvested in Holdings, together owning approximately
34%.

Stephen A. Schwarzman, President and Chief Executive Officer of
The Blackstone Group, said, "We are very pleased to partner with
the Vanguard management team who have proven their ability to
provide high quality patient care to communities across the United
States. We look forward to helping them achieve their strategic
growth plans."

Charles N. Martin, Jr., Chairman and Chief Executive Officer of
Vanguard, said, "The completion of this transaction provides
Vanguard the ability to further invest in and improve the quality
of care provided at our facilities. We welcome Blackstone as our
newest partner and look forward to building and growing Vanguard
together. We are also very pleased that our longstanding
relationship with Morgan Stanley Capital Partners will continue."

Howard I. Hoffen, Chairman and Chief Executive Officer of Morgan
Stanley Capital Partners, said, "We are delighted to be able to
continue as a significant investor in Vanguard and look forward to
working together with Vanguard management and Blackstone to
support Vanguard in its future endeavors."

Banc of America Securities LLC and Citigroup Global Markets Inc.
advised the Company in connection with the transaction. Bear
Stearns & Co., Inc. advised Blackstone.

Blackstone financed its equity investment with cash, and the
transaction included a $475 million term loan under the Company's
new credit facility and the private placement of $575 million
aggregate principal amount of 9% Senior Subordinated Notes due
2014 and $216 million aggregate principal amount at maturity
($124.7 million in gross proceeds) of 11-1/4% Senior Discount
Notes due 2015. In connection with the transaction, the Company
repurchased substantially all of its 9-3/4% Senior Subordinated
Notes due 2011 ($300 million principal amount). The Company's new
credit facility includes a seven-year term loan facility in the
aggregate principal amount of $800 million (of which $475 million
was funded at closing) and a six-year $250 million revolving
credit facility.

                   About The Blackstone Group

The Blackstone Group, a private investment and advisory firm with
offices in New York, Atlanta, Boston, London and Hamburg, was
founded in 1985. The firm has raised a total of approximately $32
billion for alternative asset investing since its formation. Over
$14 billion of that has been for private equity investing,
including Blackstone Capital Partners IV, the largest
institutional private equity fund ever raised at $6.45 billion,
and Blackstone Communications Partners I, the largest dedicated
communications and media fund at over $2.0 billion. In addition to
Private Equity Investing, The Blackstone Group's core businesses
are Private Real Estate Investing, Corporate Debt Investing,
Marketable Alternative Asset Management, Corporate Advisory, and
Restructuring and Reorganization Advisory.

            About Morgan Stanley Capital Partners

Morgan Stanley Capital Partners has invested over $7 billion of
equity capital across a broad range of industries during its 19-
year history. Morgan Stanley has announced that it has entered
into definitive agreements under which Metalmark Capital LLC, an
independent private equity firm established by the principals of
Morgan Stanley Capital Partners, will, subject to certain
customary closing conditions, manage the existing Morgan Stanley
Capital Partners funds (comprising over $3 billion of private
equity investments). Metalmark Capital LLC is expected to begin
managing the Morgan Stanley Capital Partners funds in September,
and to make new private equity investments across a broad range of
industries, including its focus sectors of industrials,
healthcare, consumer products and energy.

                  About Vanguard Health Systems

Vanguard Health Systems, Inc. owns and operates 16 acute care
hospitals and complementary facilities and services in Chicago,
Illinois; Phoenix, Arizona; Orange County, California and San
Antonio, Texas. The Company's strategy is to develop locally
branded, comprehensive healthcare delivery networks in urban
markets. Vanguard will pursue acquisitions where there are
opportunities to partner with leading delivery systems in new
urban markets. Upon acquiring a facility or network of facilities,
Vanguard implements strategic and operational improvement
initiatives, including expanding services, strengthening
relationships with physicians and managed care organizations,
recruiting new physicians and upgrading information systems and
other capital equipment. These strategies improve quality and
network coverage in a cost effective and accessible manner for the
communities we serve.

                          *     *     *

As reported in the Troubled Company Reporter on August 13, 2004,
Standard & Poor's Ratings Services assigned its 'B' rating and its
recovery rating of '3' to the proposed $1.05 billion senior
secured bank credit facility of Vanguard Health Holding Co. II LLC
and Vanguard Holding Co. II Inc. -- the co-borrowers. The
facility is due in 2011. Vanguard Holding Co. II Inc. is a newly
formed wholly owned subsidiary of Vanguard Health Holding Co. II
LLC. The latter, in turn, is a newly formed wholly owned
subsidiary of a new holding company that will be 100% owned by
Vanguard Health Systems Inc.

The new facility is rated the same as Vanguard Health Systems
Inc.'s corporate credit rating; this and the '3' recovery rating
mean that lenders are unlikely to realize full recovery of
principal in the event of a bankruptcy, though meaningful recovery
is likely (50%-80%).

At the same time, Standard & Poor's assigned its 'CCC+' rating to
$560 million in senior subordinated notes due 2014 that are
obligations of the same co-borrowers as the bank credit
facilities. A 'CCC+' rating has been assigned to $140 million in
senior discount notes due 2015, issued by Vanguard Health Holding
Co. I LLC and Vanguard Holding Co. I Inc. -- the co-borrowers.

Standard & Poor's also lowered its corporate credit rating on
hospital operator Vanguard Health Systems Inc. to 'B' from 'B+'
and removed it from CreditWatch where it was placed on July 26,
2004. The CreditWatch listing followed the announcement that The
Blackstone Group, a private equity firm, would acquire Vanguard
Health Systems in a transaction estimated to be about $1.75
billion. As of June 30, 2004, Vanguard's total debt outstanding
was $623 million. However, pro forma for the transaction, the debt
will increase to approximately $1.2 billion. The outlook is
stable.

Upon completion of the Blackstone buyout, the ratings on Vanguard
Health Systems' existing senior secured credit facility and
subordinated notes will be withdrawn.

"The downgrade reflects the significant increase in Vanguard's
debt leverage pro forma for the Blackstone transaction and
Standard & Poor's concern that the company's aggressive business
policies will prevent it from soon earning a return consistent
with a higher level of credit quality," said Standard & Poor's
credit analyst David Peknay.


WHITING PETROLEUM: Buys 17 W. Texas & New Mexico Fields for $345M
-----------------------------------------------------------------
Whiting Petroleum Corporation (NYSE: WLL) reported the closing of
its previously announced acquisition of interests in 17 fields in
the Permian Basin of West Texas and Southeast New Mexico for
$345 million in cash.  The effective date of the acquisition is
July 1, 2004.

Concurrent with the closing, Whiting entered into a new credit
facility with a syndicate of banks, which expires in four years
and that increases Whiting's borrowing base to $480 million from
$195 million under its prior credit facility.  Whiting borrowed
$400 million under the new credit facility in connection with the
property acquisition described above and to refinance the debt
outstanding under the prior credit facility.

                    About Whiting Petroleum

Whiting Petroleum Corporation -- http://www.whiting.com-- is a  
holding company for Whiting Oil and Gas Corporation and Equity Oil
Company.  Whiting Oil and Gas Corporation is a growing energy
company based in Denver, Colorado that is engaged in oil and
natural gas acquisition, exploitation, exploration and production
activities primarily in the Gulf Coast/Permian Basin, Rocky
Mountains, Michigan and Mid-Continent regions of the United
States.  The Company trades publicly under the symbol WLL on the
New York Stock Exchange.  

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 07, 2004,
Moody's placed Whiting Petroleum's ratings on review for downgrade
upon its most recent debt funded acquisition, pending Whiting's
review of its near-term funding plan. The $345 million purchase of
41.9 mmboe of oil and gas reserves (60% proven developed, or PD)
in seventeen fields in the Permian Basin will, at least initially,
be funded with bank debt. This sharply escalates leverage. Whiting
had already completed three smaller all-debt funded acquisitions,
totaling $98.5 million, since June 30, 2004, and would need to
complete a substantial common equity offering before the end of
the rating review to retain its ratings. If downgraded, the
ratings would be reduced by one rating notch.

Standard & Poor's Ratings Services also affirmed its 'B+'
corporate credit rating on Whiting Petroleum Corp. and revised its
outlook on the company to stable from positive.

The rating action follows the company's announcement that it will
acquire oil and gas properties in the Permian Basin for a total
cash cost of about $345 million. The transaction will be funded
entirely by draws under the company's revolving credit facility.

"The outlook revision is based on concerns about the company's
increased leverage, which weakens credit measures and constrains
liquidity," said Standard & Poor's credit analyst Kimberly Stokes.
"The stable outlook hinges on the success of Whiting's
deleveraging program and the company's ability to achieve a more
moderate financial profile."


WINROCK GRASS: Case Summary & 21 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Winrock Grass Farm Inc.
        P.O. Box 3437
        Little Rock, Arkansas 72203

Bankruptcy Case No.: 04-21283

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      FBW, LC                                    04-21288
      Firethorne, LLC                            04-21307
      Belle Meade, LLC                           04-21308
      The Garders, LLC                           04-21310

Type of Business: The Debtor produces and markets Meyer Z-52
                  Zoysiagrass in the United States.
                  See http://www.winrockgrass.com/

Chapter 11 Petition Date: September 22, 2004

Court: Eastern District of Arkansas (Little Rock)

Judge: James G. Mixon

Debtors' Counsel: Charles Darwin Davidson, Sr., Esq.
                  Stephen L. Gershner, Esq.
                  Davidson Law Firm
                  P.O. Box 1300
                  Little Rock, AR 72203-1300
                  Tel: 501-374-9977

                             Estimated Assets     Estimated Debts
                             ----------------     ---------------
Winrock Grass Farm Inc.        $10 M to $50 M       $1 M to $10 M
FBW, LC                      $500,000 to $1 M   $100,000-$500,000
Firethorne, LLC             $100,000-$500,000          [Unstated]
Belle Meade, LLC            $100,000-$500,000       $1 M to $10 M
The Garders, LLC            $100,000-$500,000          [Unstated]

A. Winrock Grass Farm Inc.'s 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Signature Life Insurance Co.             $3,900,000
P.O. Bos 3437
Little Rock, AR 72203

Bank of Little Rock                        $457,850
State Street
Little Rock, AR 72201

Capital Bank                               $110,894

Castillo Fabrics                            $13,478

Capital Equipment, Inc.                     $13,298

AR Sports Entertainment                     $12,000

MHC Truck Leasing                           $11,287

Cit Group                                   $10,181

Ryder Transportation                         $9,609

Aristotle                                    $7,150

At Home Arkansas                             $7,140

Alliance One (John Deere Credit)             $6,257

BKD                                          $6,000

Today's THV                                  $5,640

Arent, Fox, Kintner                          $5,432

GE Capital Modular Space                     $4,661

Alliance One (Farm Plan)                     $3,850

National Lift of Ark.                        $3,749

CNA Insurance Company                        $3,659

UPS                                          $3,380

B. FBW, LC's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Quattlebaum, Grooms and Tull                $13,000


WISCONSIN REALTY: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Wisconsin Realty Ventures, LLC
        699 Lakehurst Road
        Waukegan, Illinois 60085

Bankruptcy Case No.: 04-34976

Chapter 11 Petition Date: September 21, 2004

Court: Northern District of Illinois (Chicago)

Judge: Eugene R. Wedoff

Debtor's Counsel: Chester H. Foster, Jr., Esq.
                  Foster & Kallen
                  3825 West 192nd Street
                  Homewood, Illinois 60430
                  Tel: 708-799-6300
                  Fax: 708-799-6339

Total Assets: $1 Million to $10 Million

Total Debts:  $1 Million to $10 Million

Debtor's 19 largest unsecured creditors:

    Entity                                Claim Amount
    ------                                ------------
Martin Tuohy & Associates, Inc.                $80,000

Payne & Dolan, Inc.                            $49,839

Kaelber Company                                $25,000

G. Mann Painting                               $20,000

Flannery Fire Protection, Inc.                 $16,197

Circle Concrete, Inc.                          $14,844

Wisconsin Department of Revenue                $13,325
National Asset Management Enterprises, I

Ultimate Drywall, Inc.                         $12,000

Landscapes by Gary Weiss                       $11,000

Richards, Ralph & Schwab, Chtd.                $10,000

Greater Midwest Builders, Inc.                  $5,000

Dam, Snell & Taveime, Ltd.                      $2,725

JW Property Management, Inc.                      $900

The Hartford                                      $640

Grow Rite Landscape Management LLC                $600

WE Energies                                       $600

Jamie White Real Estate                           $300

Pleasant Prairie Utilities                        $270

JCB Building Maintenance Repair                   $200


WORLDCOM INC: Asks Court to Bar Teleserve Systems' $7.5M Claims
---------------------------------------------------------------
On January 9, 2003, Teleserve Systems, Inc., filed Claim Nos.
9449 and 9450 against Debtors MCI WorldCom Network Services,
Inc., and Teleconnect Long Distance Services and Systems Co.
Teleserve asserts $7,573,089 in prepetition claims for damages in
connection with the Debtors' purported breach of the parties'
Operator Services Agency Agreements.  The Debtors allegedly
underpaid commissions due Teleserve for commissionable calls made
during the terms of the Agreements.

Teleserve initially brought the claims before a judicially
selected three-person arbitration panel in March 2000 pursuant to
the American Arbitration Association's Rules for Commercial
Dispute Resolution Procedures and the AAA's Supplementary
Procedures for Large, Complex Disputes.  Teleserve's Arbitration
Statement sought "in excess of $100 Million" in damages, including
requests for compensatory damages, lost profits, statutory
interest, attorneys' fees, and punitive damages.

In July 2000, the Debtors filed a Response and Counterclaim.  In
addition to denying liability for any of Teleserve's claims, the
Debtors also sought judgment on Teleserve's negligence claims and
on all claims for relief barred by the parties' Agreements,
including lost profits, punitive damages, and attorneys' fees.  
On July 25, 2000, the Panel dismissed Teleserve's claim for
punitive damages and deferred ruling on the remainder of the
Debtors' request for judgment on Teleserve's claims.

The Panel bifurcated the parties' arbitration proceeding into two
phases -- liability and damages.

On March 7, 2001, after extensive discovery, the parties commenced
the hearing on the liability phase of Teleserve's claims.  In June
2001, the Panel found that the Debtors breached the parties'
Agreements by failing to commission Teleserve for commissionable
operator service calls made during the period of the parties'
contract.    The Panel found in the Debtors' favor on all four of
Teleserve's remaining claims.

Following additional discovery, the damages phase of the parties'
arbitration hearing commenced in late October 2001.  Teleserve
sought $67 million in damages plus 9% statutory interest.  
Teleserve also sought over $1.3 million in attorneys' fees.

The Debtors sought judgment at the close of Teleserve's damages
case-in-chief on the ground that Teleserve had not met its burden
of proving legally recoverable damages.  The Debtors offered
evidence demonstrating that Teleserve's damages were in the range
of $450,000 to $825,000.

On July 1, 2002, the Panel issued its decision and awarded
Teleserve $6,028,631 in damages and $1,262,022 in statutory
interest.  The Panel denied Teleserve's request for attorney's
fees.

Teleserve asked a New York state court to confirm the Panel's
liability and damages awards and to reduce the awards to judgment
against the Debtors.

On July 8, 2002, the Debtors filed an application with the Panel
to correct computational errors in the Panel's calculation of the
damages award.  The Debtors asserted that correction of the
Panel's miscalculations substantially decreased Teleserve's
damages from $6,028,631 to $1,331,627.

The Debtors also filed in New York state court an opposition to
Teleserve's request to confirm the arbitration awards.  The
Debtors argued that the request was premature because, based on
the Panel's computational errors, the damages award was not final.

On July 10, 2002, the New York state court adjourned Teleserve's
request pending a final determination by the Panel on the matters
relating to the damages award.

Teleserve filed its own application for correction of the Panel's
damages award.  Teleserve argued that the corrections of the
Panel's alleged miscalculations would increase Teleserve's damages
from $6,028,631 plus statutory interest to $8,831,000 plus
$3,929,326 in interest.

Both the Debtors' and Teleserve's applications were pending with
the Panel on the Petition Date.

Against this backdrop, the Debtors ask Judge Gonzalez to disallow
Teleserve's Claims to the extent Teleserve seeks recovery for the
Debtors' conduct that allegedly occurred before November 21, 1994,
the time the parties executed the Agreements.  According to
Andrew A. Jacobson, Esq., at Jenner & Block, in Chicago, Illinois,
the broad release and merger clause of the parties' Agreements bar
the Claims.  The Agreements' release and merger provision is not
limited to Breach of Contract Claims and precludes recovery for
"all claims," including those sounding in tort and those Teleserve
was unaware of at the time it executed the release.

The Debtors also assert that at the time Teleserve executed the
parties' Agreements, Teleserve either was directly aware of, or on
alert for, all of the alleged problems underlying its Breach of
Contract Claims against the Debtors, and therefore assumed the
risk of the problems.  Mr. Jacobson says Teleserve failed to carry
its burden of proving by a preponderance of credible, competent
evidence at the liability phase of the parties' arbitration
proceeding each and every element of its Breach of Contract Claim.  
Teleserve did not demonstrate that the Debtors failed to properly
commission Teleserve for commissionable, operator services calls
made during the period of the Agreements.

Teleserve alleges that the Debtors failed to disclose information
to Teleserve.  Under applicable law, Mr. Jacobson informs the
Bankruptcy Court that the Debtors' disclosure decisions were
protected by the business judgment rule.  Furthermore, under the
express terms of the parties' Agreements, Teleserve was an
independent contractor of the Debtors.  Under New York law, the
Debtors had no duty to disclose to an independent contractor.

Teleserve alleges that the Debtors breached the Agreements'
implied duties of good faith and fair dealing.  Mr. Jacobson
contends that New York courts repeatedly have held that a breach
of the implied duty of good faith and fair dealing claim that
simply mirrors an accompanying breach of contract claim "cannot
stand alone," "is subsumed within," or "is duplicative of" the
breach of contract claim.

Although Teleserve sought to rely on the testimony of its damages
expert, Anthony Dannible, during the liability phase of the
arbitration proceeding, Teleserve has refused to produce the data
on which Mr. Dannible purportedly relied in reaching his
conclusions.

Mr. Jacobson also notes that Teleserve's claims are based on the
liability phase testimony of Kenneth Niemo, one of its liability
phase expert witnesses.  Mr. Niemo, who testified that Teleserve
should have received commissions from the Debtors for a certain
number of commissionable calls per telephone per month, admitted
that he:

   -- had not read the parties' Agreements;

   -- did not know what types of calls were commissionable under
      the parties' Agreements; and

   -- was unable to testify whether his calls per month estimate
      reflected calls that were commissionable under the
      Agreements.

Mr. Niemo's testimony failed to meet the requirements of
admissible expert testimony under New York law.

Mr. Jacobson also argues that the Panel's damages decision either
failed to enforce or was inconsistent with the terms of the
parties' Agreements, including the Agreements' exclusive remedy
provision.  The Panel's damages decision was unsupported by or was
in conflict with the evidence and market realities.

At the damages phase of the arbitration hearing, Teleserve failed
to meet its burden of proving legally and with reasonable
certainty recoverable damages.  For this reason, Teleserve was
entitled to, at most, an award of nominal damages.  The Agreements
contained an express limitation of liability provision that barred
Teleserve's recovery of any indirect, special, incidental,
consequential, or punitive loss or damage of any kind, including
lost profits.

On the damages phase testimony, Mr. Dannible improperly advocated
on Teleserve's behalf and failed to present testimony consistent
with an objective evaluator of evidence.  Mr. Dannible's damages
phase testimony was not credible and was based on assumptions
unsupported by or in conflict with the evidence and market
realities.

The Debtors believe that there are grounds for them to challenge
or seek to vacate the Panel's liability and damages decisions
pursuant to applicable law and the Commercial Rules of the AAA.  
The Panel's damages phase decision was based on computational
errors that improperly inflated Teleserve's damages award.

The Debtors also object to Teleserve's Claims to the extent
Teleserve seeks to collect interest on its damage claims that
allegedly accrued or matured after the Petition Date.

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)


* FTI Consulting Welcomes Dennis Shaughnessy as Chairman
--------------------------------------------------------
Jack Dunn, Chairman, President and Chief Executive Officer of FTI
Consulting, Inc. (NYSE: FCN), said that Board Member Dennis
Shaughnessy would join the company as full-time executive Chairman
of the Board effective October 18, 2004. FTI also announced that
it had extended Mr. Dunn's contract with renewal options through
2010. Commenting on Mr. Shaughnessy, Mr. Dunn said, "I recently
recommended to our Board that FTI separate the offices of Chairman
of the Board and Chief Executive Officer. Happily, this
recommendation coincided with the availability and enthusiastic
interest of an exceptional candidate, Dennis Shaughnessy, to fill
the role of executive Chairman."

Mr. Shaughnessy joins FTI from Grotech Capital Group, a venture
capital/merchant banking firm with approximately $1 billion under
management. At Grotech, he was General Partner in charge of the
Traditional Industries Group and participated in all phases of
investment banking/corporate finance, from the identification of
investments to financing to operational improvement to harvesting.
Prior to Grotech, Mr. Shaughnessy was the Chief Executive Officer
of a multinational oil services company with operations in Europe
and Asia. While there, he built the company from $6 million in
revenues to in excess of $125 million, took hands-on
responsibility for management of operations abroad, and managed
the successful sale of the company to Shell Oil.

Mr. Dunn continued, "The opportunities that lie in front of FTI
include potential acquisitions, expansion abroad, the integration
of our practices into a mature and cohesive culture and, above
all, the continued expansion of our intellectual capital base
through the hiring and retention of the brilliant, highly skilled,
highly valued, and highly sought after professionals that serve to
distinguish our Company and its results from the rest of the pack.
Based on his exceptional skills, credentials, accomplishments and
contacts, not to mention a more than 10-year history as a director
with our Company, I can't imagine a better person to help build
FTI's strategic vision and capitalize on those opportunities than
Dennis. In addition, teamed with Chief Operating Officer Dom
DiNapoli, they constitute an exceptional combination of strategic
and operational excellence that will be the envy of our industry
and stand FTI in good stead for many years to come. On a personal
note, I very much appreciate the Board's continued confidence in
me and especially the opportunity to work with Dennis, Dom and the
rest of my great fellow employees over the next several years."

                      About FTI Consulting

FTI is the premier provider of corporate finance/restructuring,
forensic and litigation consulting, and economic consulting.
Strategically located in 24 of the major US cities and London,
FTI's total workforce of approximately 1,000 employees includes
numerous PhDs, MBA's, CPAs, CIRAs and CFEs who are committed to
delivering the highest level of service to clients. These clients
include the world's largest corporations, financial institutions
and law firms in matters involving financial and operational
improvement and major litigation.


* Gordon & Glickson Expands IT Practice with Three New Attorneys
----------------------------------------------------------------
Information technology law firm, Gordon & Glickson LLC, announced
the addition of three attorneys to its Commercial IT Practice --
Naris Apichai, James Kovacs, and Brad Salmon.

"We are very pleased to announce that Naris Apichai, James Kovacs,
and Brad Salmon have joined us," Mark L. Gordon, Managing Partner,
said. "These are great moves for us. As we enter our 25th year of
commitment to the information technology practice, we continue to
add to our breadth and depth of talent and these three experienced
individuals are poised to make immediate contributions," Gordon
concluded.

Naris Apichai is experienced in the negotiation of complex
outsourcing agreements and has represented clients in the sourcing
of their data processing, IT infrastructure and business process
functions. He advises clients on domestic and international
information technology law involving data protection, privacy and
regulatory issues and is experienced in the preparation of
licensing, reseller, distribution, and service level agreements.
Prior to joining our firm, Naris was an associate at Baker &
McKenzie in Chicago. He received his J.D. from Northwestern
University in 2001, and his B.S.B.A. from Washington University in
1997.

James Kovacs, recently of Mayer, Brown, Rowe & Maw LLP, is
experienced in drafting and negotiating contracts regarding
complex technology and business process outsourcing, software
development and licensing, consulting services agreements,
alliance agreements and website hosting. He also represents
clients in various technology, data privacy and electronic
commerce issues. James received his J.D. from Harvard Law School
in 2000, and his B.A., with high honors, from the University of
Michigan in 1997.

Brad Salmon advises clients in connection with the outsourcing of
their data processing, IT infrastructure and business process
functions. He is also experienced in drafting and negotiating
consulting services agreements and agreements for the purchase,
license and sale of software, hardware and related intellectual
property. Prior to joining Gordon & Glickson, Brad was an
associate with Mayer, Brown, Rowe & Maw LLP. He received his J.D.,
with honors, from The Ohio State University College of Law in
2000, and his B.A., Magna Cum Laude with Honors in the Liberal
Arts, from The Ohio State University in 1996.

                     About Gordon & Glickson

Gordon & Glickson's professionals practice exclusively in the area
of information technology law. This signature practice, which has
gained international recognition for its success in addressing the
complex issues that arise from the convergence of business and
technology, is built on a foundation of conventional legal
disciplines -- corporate, commercial, finance, intellectual
property, and litigation.

For more information about Gordon & Glickson, please visit
http://www.ggtech.com/


* BOND PRICING: For the week of September 27 - October 1, 2004
--------------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
American & Foreign Power               5.000%  03/01/30    72
AMR Corp.                              9.000%  09/15/16    66
Burlington Northern                    3.200%  01/01/45    58
Comcast Corp.                          2.000%  10/15/29    43
Inland Fiber                           9.625%  11/15/07    48
Missouri Pacific RR                    4.750%  01/01/30    75
National Vision                       12.000%  03/30/09    65
Northern Pacific Railway               3.000%  01/01/47    57

                          *********

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
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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
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than a balance sheet solvency test.

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Each Friday's edition of the TCR includes a review about a book of
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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.

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                *** End of Transmission ***