TCR_Public/040929.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, September 29, 2004, Vol. 8, No. 210

                           Headlines

ADELPHIA COMMS: Sells Three Coudersport Properties For $511,500
AIR CANADA: Asks Court to Permanently Seal Confidential Agreements
ALLEGHENY ENERGY: Subsidiary Files for Rate Increase in Virginia
AMERICAN RESTAURANT: Will File for Chapter 11 to Implement Pacts
AMERICREDIT CORP: Fitch Lifts Senior Unsecured Debt Rating to BB-

AMOROSO CONST.: U.S. Trustee Meeting With Creditors on Oct. 15
BROOKFIELD PROPERTIES: Will Webcast 2004 3 Qtr. Results on Nov. 1
CALCITECH: Consolidates Stock Trading on OTCBB
CARE CONCEPTS: Inks Agreement to Acquire Candy & Tobacco Company
CATHOLIC CHURCH: Overview of Tucson Diocese's Chapter 11 Plan

CITATION CORP: Wants Cochran Group as Public Relations Adviser
CITIZENS COMMS: Names Maggie Wilderotter President & CEO
CONCERT IND: Obtains $13.6 Million DIP Financing Deal from Tricap
CONE MILLS: Committee Urges Creditors to Vote to Accept the Plan
CONSOLIDATED FREIGHTWAYS: Plan Voting Deadline is October 6

CORNERSTONE PROPANE: Asks Court to Extend Exclusive Periods
DALEEN TECH: Amends Quadrangle Investment & Protech Sale Terms
DAN RIVER: Wants Exclusive Right to File Plan Until Oct. 27
DII/KBR: Halliburton Names Preston Holsinger VP & Treasurer
ENRON CORP: Court Denies Request for Kronish Lieb Disqualification

ENTERPRISE PRODUCTS: Extends GulfTerra Tender Offer to Oct. 4
EXTRA SPACE: June 30 Balance Sheet Upside Down by $22.7 Million
FEDERAL-MOGUL: Names Joseph Felicelli Executive Vice President
FEDERAL-MOGUL: Wants to Employ S&P as Valuation Consultant
FIBERMARK INC: Has Until December 31 to Decide on Leases

FLOW INT'L: Late Form 10-Q Filing Prompts Nasdaq Delisting Notice
FOAMEX INTERNATIONAL: Meets New Int'l. Quality Specification
FOSTER WHEELER: Strengthens Financial Condition With Swap
GENERAL MEDIA: Care Concepts Inks Pact to Acquire 48.3% Shares
GMACM MORTGAGE: Moody's Puts Ba2 Rating on $1.272M Class B-1 Cert.

GOLF TRUST: Consummates $1.5 Million Black Bear Golf Club Sale
GREAT POINT: Fitch Affirms Class B-1 & Class I Junk Ratings
HORIZON NATURAL: JANA Objects to Equity Dilution Attempt by Ross
HOUSTON EXPLORATION: Moody's Affirms Low-B Ratings
IMPAC SECURED: S&P Cuts Rating on Class B Series 2001-6 to BB

JARDEN CORP: Moody's Reviewing Low-B Ratings & May Downgrade
KAISER ALUMINUM: Has Until October 25 to File Reorganization Plan
KMART CORP: Wal-Mart Insists on Using DDR Premises as It Pleases
LIFESTREAM TECH: Prevails in Fed. Cir. Appeal of Infringement Case
MADHAV HOTELS INC: Case Summary & 6 Largest Unsecured Creditors

MID OCEAN CBO: Moody's Cuts $12.5M Class B-1 Notes' Rating to B2
MIRANT CORPORATION: Ninth Circuit Dismisses Snohomish Lawsuit
MIRANT CORP: Reducing NO Emissions in D.C. Region by 65%
NAVITRAK INTERNATIONAL: Reconstitutes Board Of Directors
NEWPOWER HOLDINGS: Interim Distribution Takes Effect

NEXTEL COMMS: Purchases 5.6MM Nextel Partners Shares from Motorola
NORTEL NETWORKS: Names Clent Richardson Chief Marketing Officer
OWENS CORNING: Wants Stroock to File "Adequate" 2019 Statement
PANAMSAT CORP: Debt Increase Prompts Moody's to Junk Senior Notes
PANAMSAT HOLDING: S&P Puts B+ Rating on Planned $250M Senior Notes

PARAMOUNT RESOURCES: Management Examining Strategic Alternatives
PENTHOUSE INT'L: Reaffirms Pact with Care Concepts for iBill Sale
POLO BUILDERS: Retains DJM Asset Management to Dispose of Assets
SAYBROOK POINT: Fitch Places BB+ Rating on $12M Preferred Shares
SECURITIZED ASSET: Moody's Assigns Ba1 Rating to Class B-4 Certs.

SOUTHWEST HOSPITAL: Gets Interim Okay to Use Cash Collateral
SURETY CAPITAL: Dismisses Weaver and Tidwell as Accountant
SYNBIOTICS CORPORATION: Restructures $4.5 Million Bank Debt
TECHNEGLAS INC: Gets Court Nod to Hire BMC Group as Claims Agent
TSI TELSYS: Will Hold Annual General Meeting on November 22

UAL CORP: Court Okays CN$30.3 Mil. Always Travel Claims Settlement
UNIVERSAL ACCESS: Has Until Apr. 1 to Make Lease-Related Decisions
US AIRWAYS: Employs FTI Consulting as Restructuring Advisors
US AIRWAYS: Employs KPMG as Tax Auditors & Accountants
US AIRWAYS: Employs O'Melveny as Special Labor Counsel

US AIRWAYS: First Meeting Of Creditors Scheduled for November 5
VARICK STRUCTURED: S&P Cuts Floating Rate Notes' Rating to BB+
VIASYSTEMS: S&P Places B Rating on Planned $265M Senior Term Loan
W.R. GRACE: Wants Until Plan Confirmation to Decide on Leases
WASTECORP.: Has Until Jan. 26 to Solicit Plan Acceptances

WESTPOINT STEVENS: Has Until December 1 to File Chapter 11 Plan
WINSTAR: 18 Adversary Proceedings Reassigned to Judge Lindsey

* Thomas Blake Joins Charles River Associates as Vice President
* Sheppard Mullin Welcomes Guylyn Cummins as Partner
* Randie Stein Joins Stone & Youngberg's Phoenix Office

* Upcoming Meetings, Conferences and Seminars

                           *********

ADELPHIA COMMS: Sells Three Coudersport Properties For $511,500
---------------------------------------------------------------
Pursuant to the Court-approved Excess Assets Sale Procedures,
Adelphia Communications Corporation and its debtor-affiliates
informed Judge Gerber of the U.S. Bankruptcy Court for the
Southern District of New York that they will sell three real
properties in Coudersport, Pennsylvania, for $511,500:

1.  Property:           307 Hill Street, Coudersport, PA
    Purchaser:          Potter County Habitat for Humanity
    Agent:              Four Seasons Real Estate, Inc.
    Amount:             $16,000
    Deposit:            $1,000
    Appraised Value:    $16,000

2.  Property:           522 Route 6 West, Coudersport, PA
    Purchaser:          Dawn J. Michael Knefley
    Agent:              God's Country Real Estate, Inc.
    Amount:             $349,000
    Deposit:            $1,000
    Appraised Value:    $355,000

3.  Property:           25 Clearview Drive, Coudersport, PA
    Purchaser:          Dan and Dawn Counts
    Agent:              Four Seasons Real Estate, Inc.
    Amount:             $146,500
    Deposit:            $1,000
    Appraised Value:    $146,000

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country. Adelphia serves customers in 30
states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than
200 affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors. (Adelphia Bankruptcy News, Issue No.
69; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AIR CANADA: Asks Court to Permanently Seal Confidential Agreements
------------------------------------------------------------------
Air Canada and its debtor-affiliates ask the Ontario Superior
Court of Justice to permanently seal:

    (1) The agreement between Air Canada and Canadian Imperial
        Bank of Commerce relating to the parties' co-branded
        credit card program;

    (2) The agreements among Air Canada, Aeroplan and AMEX Bank of
        Canada with respect to the creation and issuance of
        co-branded charge card products and AMEX's Membership
        Rewards Program;

    (3) The Canada-Germany Cooperation Agreement between Air
        Canada and Deutsche Lufthansa AG governing the terms of
        their joint venture regarding Canada-Germany routes; and

    (4) The appendices to the Amended and Restated Commercial
        Participation and Services Agreement dated June 9, 2004,
        between Air Canada and Aeroplan governing the management
        of the Air Canada Tier Program, the development and
        management of the Aeroplan Program, and the provision of
        loyalty management services to Air Canada.

The CCAA Court sealed the agreements subject to a protocol
pursuant to which interested parties could:

    -- obtain copies of the Sealed Documents from Ernst & Young,
       Inc.;

    -- evaluate the economic terms of the applicable agreement;
       and

    -- properly respond to the request seeking approval of the
       agreement.

The Monitor, Ernst & Young, provided detailed summaries of the
agreements.

No party has brought, or indicated that it intends to bring, a
request disputing the execution of the protocol or seeking to set
aside or vary any of the temporary sealing orders.  The CCAA Court
indicated that a request for permanent sealing orders must be
appropriately made at the end of the Applicants' CCAA proceedings.

Each of the Sealed Documents contains commercially sensitive,
proprietary information that could severely prejudice Air Canada,
Aeroplan and their counterparties if the Documents were to become
part of the public domain.

              Counterparties Support Sealing of Pacts

(1) CIBC

Canadian Imperial Bank of Commerce agrees that documents relating
to its co-branded credit card program with Air Canada should be
kept from public disclosure.

Erminia Johannson, CIBC Vice-President of Marketing and New
Business Development, Card Products Division, explains that the
Aerogold Agreement is unlike a typical purchase and sale agreement
or supply agreement.  In addition to containing extremely
sensitive pricing information, the Aerogold Agreement contains
significant market intelligence and trade secrets about Aeroplan
loyalty and Aerogold card program, both historical and new.

Forcing Air Canada, Aeroplan and CIBC to share their market
intelligence and trade secrets would dilute the value of the
Aerogold Agreement for CIBC, Ms. Johannson tells Mr. Justice
Farley.  Disclosure of the confidential terms of the Aerogold
Agreement would also give a competitive advantage to CIBC's
competitors and to parties currently or in the future negotiating
loyalty agreements with Aeroplan and Air Canada.

(2) AMEX

Shawn I. Klerer, Chief Financial Officer of AMEX Bank of Canada,
notes that the AMEX Agreements require Air Canada, Aeroplan and
AMEX to keep the terms of the Agreements strictly confidential to
ensure that proprietary information and trade secrets are
protected.  The AMEX Agreements contain information and secrets,
which set out how the parties use their collective knowledge and
experience of the loyalty rewards market to improve their
competitive position in the market place.  Disclosure of the terms
of the AMEX Agreements would result in loss to the parties and
would prejudice their competitive position.

Mr. Klerer also points out that the release of the terms would
result in a competitive disadvantage to AMEX with respect to its
relationship with Air Canada and Aeroplan.  Competitors could use
the information to:

    -- negotiate competing loyalty rewards programs with Air
       Canada and Aeroplan;

    -- develop or bid on projects in competition with AMEX in the
       loyalty rewards market generally;

    -- develop loyalty rewards programs of their own in
       competition with AMEX's Membership Rewards Program; and

    -- compete against AMEX with knowledge of the structure of its
       loyalty rewards programs and co-branded card constructs,
       including with respect to pricing, cost allocation,
       marketing commitments, revenues and business strategies.

When the AMEX Agreements were brought to the CCAA Court for
approval, affected parties were provided with the opportunity to
request disclosure and participate in the approval process, under
conditions of strict confidentiality.  The Monitor also presented
a detailed summary of the AMEX Agreements.

"There is no further benefit that could be gained in further
disclosure to the public at large at this stage other than giving
a competitor the benefit of unfair advantage against Air Canada,
Aeroplan and Amex," Mr. Klerer says.

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. (Air Canada Bankruptcy News, Issue
No. 49; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALLEGHENY ENERGY: Subsidiary Files for Rate Increase in Virginia
----------------------------------------------------------------
Mountaineer Gas Company, a subsidiary of Allegheny Energy, Inc.
(NYSE: AYE), filed a petition with the Public Service Commission
of West Virginia to increase base rates.  The filing was made with
IGS Utilities, LLC, the prospective buyer of Mountaineer Gas.

On August 4, Allegheny reached an agreement to sell Mountaineer
Gas and its other natural gas operations in West Virginia to a
partnership composed of IGS Utilities, LLC, IGS Holdings, LLC, and
affiliates of ArcLight Capital Partners, LLC.  In a separate
petition also filed with the PSC Monday, Allegheny requested
approval to transfer Mountaineer and its other natural gas
operations to the partnership.

"Mountaineer's base rates have not changed since November 2001,"
said Joseph H. Richardson, President, Mountaineer Gas.  "The
increase is necessary to enable Mountaineer to reinvest in its
distribution system to ensure reliable service for customers in
the future.  In addition, it will allow IGS Utilities to continue
to provide jobs and quality natural gas service for the people of
West Virginia."

Mountaineer Gas customer bills have three rate components.  Both
the customer charge and base rate cover the company's fixed costs
of operating the business.  The purchased gas adjustment reflects
recovery of the cost of natural gas.  Mountaineer Gas purchases
natural gas through a competitive bid process.

Under the new rate schedules, the proposed increase in average
monthly bills for various classes of customers is as follows:

      -- Residential - 10.5%
      -- Commercial - 9.0%
      -- Industrial - 2.6% and
      -- Resale - 3.5%.

The base rate increase will produce approximately $23 million
annually in additional revenue for the utility, an overall
increase of approximately 9.6%.

Tom M. Taylor, President, IGS Utilities, noted that as the
prospective buyer of Mountaineer Gas, he will work with consumers
in West Virginia to help keep natural gas rates as low as
possible.

"The proposed rate restructuring will allow Mountaineer Gas to
reinvest in its assets and to provide reliable natural gas service
for all customers - a step we believe is necessary for its
continued viability," said Mr. Taylor.  "However, we appreciate
the customers' desire to keep rates as low as possible and will
propose an alternative to the recovery of certain purchased gas
expenses to lessen the rate impact for the first year.  We believe
this will be a significant benefit to customers in the transition
of Mountaineer Gas."

The new rates will become effective on October 27, 2004, unless
the PSC elects to review the petition.  If the commission chooses
to conduct a review, Mountaineer Gas anticipates that the
regulatory proceedings will take approximately nine months.

Mountaineer Gas encourages all customers to use natural gas safely
and efficiently. For home energy efficiency tips, customers can
check Allegheny Power's internet site at
http://www.alleghenypower.com/or call its Customer Service Center
at 1-800-Allegheny (1-800-255-3443) and request a copy of the
brochure 100 Ways to Help Control Your Energy Bill.

To help customers manage their bills, Mountaineer Gas offers a
budget plan, special payment plans, and access to energy
assistance programs.  Any customer that knows that they may need
assistance in paying their bill should contact our customer
service center immediately.

Headquartered in Greensburg, Pennsylvania, Allegheny Energy is an
energy company consisting of two major businesses, Allegheny
Energy Supply, which owns and operates electric generating
facilities, and Allegheny Power, which delivers low-cost, reliable
electric service to customers in Pennsylvania, West Virginia,
Maryland, Virginia and Ohio.  More information about Allegheny
Energy is available at http://www.alleghenyenergy.com/

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 14, 2004,
Fitch Ratings revised the Rating Outlook of Monongahela Power
Company to Stable from Negative. Approximately $838 million of
debt securities are affected. At the same time, Fitch has affirmed
the existing ratings of Allegheny Energy, Inc. and subsidiaries.
The Rating Outlooks for all issuers in the Allegheny Energy group
are Stable.

The revision of Monongahela's Outlook to Stable is based on the
successful execution of additional coal supply contracts for 2005
and 2006, the return to service of baseload coal-fired generation
units at the Hatfield's Ferry and Pleasants plants prior to the
start of peak seasonal demand, and the expectation that operating
and maintenance expenses will trend down.  The new coal supply
contracts increase the hedged percentage of 2005 and 2006 coal
supply needs to 90% and 50%, respectively, and alleviate near term
commodity price risk.  The all-in average prices for the locked in
portion of coal supply are approximately $34 for 2005 and Fitch
estimates it will be approximately $36.10 for 2006, which are well
below the current spot market price of Appalachian coal.  While
the restoration of the major coal-fired units to service ended the
cash losses associated with purchasing replacement power at higher
cost, the company continues to be at risk for any future outages
under Monongahela's current retail tariffs.  Monongahela is unable
to recover the costs of replacement supply in either West Virginia
or Ohio, and no near-term change is expected.  A successful
closing of the recently announced sale of Mountaineer Gas would be
positive for credit quality. Mountaineer Gas has been a persistent
drag on profitability and the proceeds from any sale are
anticipated to be used for debt reduction.  However, the closing
of the transaction is subject to material regulatory
contingencies.

The affirmation of the 'BB-' senior unsecured rating and Stable
Rating Outlook of the group parent, Allegheny, reflects the new
management's ongoing progress in restructuring efforts and debt
reduction and adequate parent company liquidity, as well as the
high consolidated leverage and weak cash flow coverage ratios.
Allegheny's rating reflects Fitch's expectation that Allegheny
would continue to provide support to the leveraged Allegheny
Energy Supply subsidiary as well as the cash flow from the
stronger, more stable regulated utility subsidiaries.  Execution
of the remainder of the $1.5 billion debt reduction plan by year-
end 2005, improvement in cash flow generation at Supply,
improvements in plant operating performance and expense control,
and rate relief would improve credit quality.  Credit concerns
include the risks of extended plant outages, rising environmental
compliance costs, adverse regulatory or judicial decisions, and
commodity price exposure (2006 and beyond).

The affirmation of Supply's 'B-' senior unsecured rating and
Stable Rating Outlook is based on the generation company's high
leverage and weak profitability.  Improvement in credit quality is
dependent on the success of debt reduction and cost reduction
efforts.  Historically, Supply produced insufficient cash flow to
cover interest expense and has therefore been dependent upon
parent support.  The $1.25 billion bank credit facilities, which
closed in March 2004 and mature in 2011, reduce interest expense
and provide liquidity.  Supply benefits from a strategically
located fleet of mostly coal-fired generation plants in PJM West
and affiliate contracts that provide a large degree of certainty
to revenues for the next several years.  However, Supply bears the
risks of extended plant outages, increases in fuel prices after
2005, and emissions-related issues.

The affirmation of the 'BBB-' senior unsecured ratings and Stable
Rating Outlooks of West Penn Power Company and Potomac Edison
Company reflects their low business risk as transmission and
distribution utilities, as well as the ratings constraint stemming
from business and financial linkages with the Allegheny group.
The location of their service territories in the robust PJM market
bodes well for the breadth of future power purchase opportunities.
Concerns include the risk that regulators may extend rate caps
beyond the current transition periods at levels that are below the
cost of power supply.

Ratings affirmed are:

   Allegheny Energy, Inc.

      -- Senior unsecured debt 'BB-';
      -- 11 7/8% notes due 2008 'B+'.

   Allegheny Capital Trust I

      -- Trust preferred stock 'B+'.

   Allegheny Energy Supply Company LLC

      -- Senior unsecured notes 'B-'.

   Allegheny Generating Company

      -- Senior unsecured debentures 'B-'.

   Allegheny Energy Supply Company LLC

      -- Pollution control bonds (MBIA-Insured) 'AAA'.

   West Penn Power Company

      -- Medium-term notes and senior unsecured 'BBB-'.

   Potomac Edison Company

      -- First mortgage bonds 'BBB';
      -- Senior unsecured notes 'BBB-'.

   Monongahela Power Company

      -- First mortgage bonds 'BBB';
      -- Medium-term notes 'BBB-';
      -- Pollution control revenue bonds (unsecured) 'BBB-';
      -- Preferred stock 'BB+'.


AMERICAN RESTAURANT: Will File for Chapter 11 to Implement Pacts
----------------------------------------------------------------
American Restaurant Group, Inc., reached an agreement with members
of an ad hoc committee of holders of over 70% of its Secured Notes
on the terms of a comprehensive financial restructuring.  The
financial restructuring will be implemented through a pre-
negotiated Plan of Reorganization in Chapter 11 cases to be filed
by the Company in Los Angeles.  The financial restructuring will
substantially deleverage the Company's balance sheet, allowing
American Restaurant to decrease its funded debt and accrued
interest from approximately $202 million to approximately $23
million, by exchanging approximately $162 million of Secured
Notes, accrued interest, and various other obligations for
approximately 98% of the common stock of the reorganized Company.
Upon completion of the financial restructuring, American
Restaurant's annual cash interest costs will be reduced by
approximately $19 million.

In addition, American Restaurant obtained from its existing
lender, Wells Fargo Foothill, part of Wells Fargo & Company (NYSE:
WFC), a commitment to extend a $30 million DIP facility that will
enable the Company to continue its operations seamlessly during
the restructuring process.  Moreover, Wells Fargo Foothill
provided a commitment letter to ARG providing for $40 million of
new financing upon the consummation of the Plan.

American Restaurant's President and Chief Executive Officer, Ralph
Roberts, commented, "We are extremely happy that our out-of-court
negotiations with the Noteholders' Committee has resulted in an
agreement to an overall financial restructuring of the Company
that we expect to be expeditiously confirmed in Bankruptcy Court.
The support of the Noteholders' Committee for the Plan of
Reorganization is a significant step towards confirmation of the
Plan and should greatly facilitate an expedited reorganization
process."

Roberts added, "The restructuring will dramatically deleverage the
Company and provide it with significant additional capital.  Thus
equipped, we will implement plans to refurbish and remodel most of
our restaurants and rejuvenate the brand.  The results will be of
immense benefit to our key constituencies, including our
customers, vendors, employees, and shareholders."

Roberts continued, "The DIP financing will ensure continued normal
business operations while we seek speedy confirmation of our pre-
negotiated Plan.  We will continue our operations without
interruption.  Our commitment to our customers, vendors, and
employees is unwavering.  We remain dedicated to providing the
high standard of service our customers are familiar with."

American Restaurant Group is represented by:

    * Houlihan Lokey Howard & Zukin Capital as financial advisor;

    * Alvarez & Marsal LLC as turnaround advisor, and

    * Milbank, Tweed, Hadley & McCloy LLP as legal counsel.

American Restaurant Group, Inc., through its subsidiaries
operating as Stuart Anderson's, specializes in U.S.D.A. Choice
fresh-cut steak; seasoned, seared, and slow-roasted prime rib; and
a variety of seafood entrees complete with 'all the fixin's'.
Stuart Anderson's currently has 93 Black Angus and Cattle Company
restaurants in ten states, primarily in California, Arizona, and
the Pacific Northwest.

At June 28, 2004, the Company's balance sheet showed $68 million
in assets and $227 million in liabilities.  For the 26 weeks ended
June 28, 2004, the Company posted a $6.4 million loss.

For more information on Stuart Anderson's Black Angus and Cattle
Company restaurants, go to http://www.stuartandersons.com/


AMERICREDIT CORP: Fitch Lifts Senior Unsecured Debt Rating to BB-
-----------------------------------------------------------------
Fitch Ratings upgraded the senior unsecured debt rating of
AmeriCredit Corp. to 'BB-' from 'B'.  The Rating Outlook is
Stable. Approximately $166 million of debt is affected by this
action.

Fitch's rating action from the Stable Rating Outlook reflects the
recent improvement in operating performance and liquidity
position.  The pace and magnitude of the improvement, as well as
the potential for such levels to be maintained in the future, have
exceeded Fitch's expectations.  The current rating reflects the
expectation that the company will manage at the current capital
and liquidity levels.  Ratings continue to incorporate limitations
related to AmeriCredit's lack of a diversified funding profile and
reliance on the securitization market.

AmeriCredit enhanced its liquidity through greater flexibility in
its warehouse commitments, securitization structures, and growing
balance of unrestricted cash.  Unrestricted cash is at an all-time
high of $421 million, or 115% of unsecured debt, at June 30, 2004.
The enhanced cash position was mainly due to cash distributions
from trusts that were expected to trap cash but performed better
than forecasted.  Fitch also views positively changes in the
company's securitization program such as varying surety providers,
discontinuance of cross-collateralization, and issuance of
senior/subordinated securities, which should mitigate similar
liquidity issues.  AmeriCredit's liquidity position is expected to
continue to improve as residual assets liquidate into cash over
the near term.

Fitch also recognizes the improvement in AmeriCredit's
capitalization profile as equity to managed assets improved to
15.03% at June 30, 2004 from 8.54% at June 30, 2002.  Fitch views
current capitalization levels as being consistent with the
company's rating and risk profile and are expected to remain
stable over the near to intermediate term.  Capitalization levels
are expected to remain stable as ACF begins to grow loan
originations up to 25% (averaging 10%-15% annually over time) in
line with the level of expected internal capital formation.  In
addition, the composition of AmeriCredit's capital structure has
improved but still contains $1.06 billion of securitization
assets.  Securitization-based residual assets are expected to
decline as transactions pay off and convert to unrestricted cash.
Improving operating performance has been driven by lower charge-
offs and delinquencies.  At June 30, 2004, AmeriCredit reported
quarterly annualized net charge-offs of 5.1%, continuing a
declining trend in charge-offs, versus 7.4% at June 30, 2003.  In
addition, 30 plus day delinquencies, which can be a leading
indicator of charge-offs, also noticeably improved at
June 30, 2004, representing 8.62% of managed receivables versus
11.52% at June 30, 2003.  Fitch anticipates modest improvement in
credit measures.

Notwithstanding overall improvements in the company's business,
Fitch remains concerned with AmeriCredit's reliance on secured
borrowings such as warehouse lines and term securitizations.  The
warehouse facility is governed by certain covenants, in which
AmeriCredit was in compliance at June 30, 2004.  The buffer
between actual performance and covenant levels has improved.
Fitch would view positively a more diverse funding structure,
including additional unsecured debt.  In addition, given the
company's niche focus in auto finance, it remains more vulnerable
to competitive and industry conditions in this market.


AMOROSO CONST.: U.S. Trustee Meeting With Creditors on Oct. 15
--------------------------------------------------------------
The U.S. Trustee for Region 15 will convene a meeting of Dennis J.
Amoroso Construction Co., Inc.'s creditors at 1:30 p.m., on
October 15, 2004, at the Office of the U.S. Trustee, 777 Sonoma
Ave., Room 116, Santa Rosa, California 95404.  This is the first
of creditors required under U.S.C. Sec 341(a) in all bankruptcy
cases.

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

Headquartered in Novanto, California, Dennis J. Amoroso
Construction Co., Inc., is a general contractor.  The Company
filed for protection on September 21, 2004 (Bankr. N.D. Calif.
Case No. 04-12244).  John H. MacConaghy, Esq., at Law Offices of
John H. MacConaghy represents the Debtor is its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated more than &10 million in asserts and debts.


BROOKFIELD PROPERTIES: Will Webcast 2004 3 Qtr. Results on Nov. 1
-----------------------------------------------------------------
Brookfield Properties Corporation will conduct a live conference
call to announce its 2004 third quarter results on Nov. 1, 2004 at
11:00 a.m. (E.T.).  Third quarter financial results will be
available prior to the market open on Nov. 1 on Brookfield's Web
site in the News section at http://www.brookfieldproperties.com/

Scheduled speakers are:

   * Gordon Arnell, Chairman;
   * Richard Clark, President and Chief Executive Officer; and
   * Craig Laurie, Chief Financial Officer.

To access the webcast, go to Brookfield's Web site at
http://www.brookfieldproperties.com,and click on the link for the
webcast on the Home Page.  The webcast will be archived 24 hours
after the end of the conference call and can be accessed for 30
days.

Any person may also participate by dialing into the live
conference toll free at 1-877-461-2814 or at 416-695-9753.  To
ensure participation, call five minutes prior to the scheduled
start of the call.  The call will be archived through Dec. 1, 2004
and can be accessed by dialing toll free 1-888-509-0081 or
416-695-5275.

Management's presentation will be followed by a question and
answer period.  To ask a question, press "star 1" on a touch-tone
phone.  The conference call coordinator is immediately notified of
all requests in the order in which they are made, and will
introduce each questioner.  To cancel your request, press "star
2".  If you hang up, you can reconnect by dialing 1-877-461-2814.
For assistance at any point during the call, press "star 0" or
call the Conference Center help line at 1-866-930-2525, option 2.

Brookfield Properties Corporation owns, develops and manages
premier North American office properties.  The Brookfield
portfolio comprises 48 commercial properties and development sites
totaling 46 million square feet, including landmark properties
such as the World Financial Center in New York City and BCE Place
in Toronto.  Brookfield is inter-listed on the New York and
Toronto Stock Exchanges under the symbol BPO. For more
information, visit http://www.brookfieldproperties.com/

                         *     *     *

Standard & Poor's Ratings Services assigned its 'P-3(High)'
Canadian national scale and 'BB+' global scale preferred share
ratings to Brookfield Properties Corp.'s C$150 million (with an
underwriters' option of up to an additional C$50 million) 5.20%
cumulative class AAA redeemable preferred shares, series I.  At
the same time, the ratings outstanding on the company, including
the 'BBB' long-term corporate credit rating, were affirmed.  The
outlook is stable.

Ratings Assigned:

   * Brookfield Properties Corp. Class Rating Amount (mil. C$) AAA
     P-3(High) (Canadian scale) $150 BB+ (global scale)

Ratings Affirmed:

   * Corporate credit rating BBB/Stable/-- Preferred shares
     Canadian scale P-3(High) Global scale BB+


CALCITECH: Consolidates Stock Trading on OTCBB
----------------------------------------------
CalciTech Ltd. (TSX-V: CLK; OTCBB: CLKTF; Freiverkehr: XCH)
reported that following a full review of the current situation,
CalciTech's Board of Directors decided it is in the best interest
of both the Company and its shareholders to consolidate its North
American public listing on the NASD Over the Counter Electronic
Bulletin Board in the United States.  CalciTech has now requested
the TSX Venture Exchange to delist its common shares and given
notice of cancellation of its listing agreement.

Consolidation of the Company's North American listing onto the OTC
BB is expected to generate several benefits.  Firstly, it is
expected that market makers will come in to actively support the
stock.  Secondly, trade volume in the stock will be concentrated
on one exchange, therefore providing a more accurate picture to
investors as to the North American liquidity of the stock.
Thirdly, arbitrage will no longer be possible, a practice that in
the past has on occasion had a negative impact on share price
stability.  Fourthly, the maintenance of one listing will lead to
a significant decrease in use of financial and human resources.
Finally, with the Company's long-term strategy to list on a senior
exchange such as NASDAQ or AMEX, a migration from the OTC BB is
the most effective route.

The Board and management of CalciTech are of the opinion that a
dual listing would only benefit the company in case two distinctly
separate geographic markets are served.  In the current situation,
the Company's dual listing only marginally extends the Company's
market reach and is therefore considered an ineffective use of
shareholder's funds.

Other considerations supporting the delist are:

   * a lack of Canadian shareholders -- less than 5% of the shares
     outstanding are held by Canadian residents;

   * no commercial presence in Canada;

   * no members of the Board of Directors are residing in Canada,
     and

   * finally the Company is not administered principally in
     Canada.

Roger Leopard, CalciTech President and CEO, stated, "We see a lot
of advantages to consolidating our North American listing onto the
OTC BB.  Furthermore, our ability to raise funds on the Venture
Exchange has been limited and we expect that by focusing our
efforts and resources on the US market, we will be better able to
fund our expansion program.  Finally, we feel the listing
consolidation will be beneficial for our shareholders.  Following
our last AGM, during which a potential delisting from the TSX-V
was approved, we received significant support from our
shareholders to engage upon the listing strategy we are now
implementing with this step."

CalciTech Ltd. has developed a revolutionary new and patented
environmental technology for the conversion of industrial lime
waste and carbon dioxide into synthetic calcium carbonate -- SCC,
a commercially valuable, high value added specialty mineral aimed
predominantly at the huge paper industry.  CalciTech's SCC is set
to revolutionise the paper coatings industry through its superior
properties, new applications, cost effectiveness and environmental
qualities.

Due to its unique characteristics, SCC has many potential
applications outside the paper industry, such as the
pharmaceutical, food, plastic, rubber, sealants and adhesives
industries.

At May 31, 2004, CalciTech's stockholders' deficit widened to
$2,824,000 compared to a $2,571,000 deficit at February 29, 2004.


CARE CONCEPTS: Inks Agreement to Acquire Candy & Tobacco Company
----------------------------------------------------------------
Care Concepts I, Inc. (AMEX:IBD) entered into a non-binding letter
of intent with Aries Capital Partners, LLC, to acquire 100% of the
membership interests of its direct and indirect wholly owned
subsidiaries, Best Acquisition and Holdings LLC and Best Candy and
Tobacco, Inc.  Best is a privately held company founded in 1952
and is the largest wholesale distributor of candies, tobacco and
specialty soft drinks and water in the state of Arizona.

Best reported revenues of $52.9 million for the calendar years
ended December 31, 2003 and 2002, respectively.  The Company
expects proforma revenues of approximately $57 million for the
calendar year ended December 31, 2004.  Best has been profitable
for the last twenty consecutive years.

Best is licensed and bonded by the State of Arizona for tobacco
products distribution and maintains mandatory tobacco stamp tax
licenses.  The Company also maintains approximately twelve
additional licenses with local Indian tribes.  According to the
Bureau of Indian Affairs data, Indian casino operations nationally
have grown over 100% since 1998, a compound annual growth rate of
over 16%.  Best intends to expand its licensed operations with
Indian casinos to capitalize on the growth in the Indian gaming
operations nationally.

"Best has spent over 50 years developing its reputation for
integrity and service," said Greg Harrington, managing member of
Aries Capital.  "Now as part of an American Stock Exchange-listed
company, Best has the necessary support to grow revenues beyond
Arizona and to increase its margins on existing revenue through
additional high-margin products for our customers."

Best recently entered into new credit facilities with BankOne, a
division of JP Morgan Chase (NYSE:JPT).

Best purchases and re-distributes tobacco products from leading
U.S. manufacturers, including Altria Group, Inc., the parent of
tobacco company Philip Morris (NYSE:MO), RJ Reynolds Tobacco
(NYSE:RJR) and Leggett and Platt (NYSE:LEG) and is the largest
customer in Arizona.

Best services in excess of 2,200 customer retail locations in
Arizona.  Best intends to add to its products lines, and is
considering magazine distribution for select companies.

Pursuant to the terms of the non-binding letter of intent, the
purchase price is $12,000,000. Consideration is two million common
shares for 100% of the membership interests of Aries, parent of
Best.  The parties expect to close the transaction within two
weeks.  Care has evaluated this acquisition consistent with its
revised corporate governances policies and procedures.

                   About Care Concepts I, Inc.

Care Concepts I, Inc., (AMEX:IBD) is a media and marketing holding
company with assets including: Forster Sports, Inc., a sports-
oriented, multi-media company that produces sports radio talk
shows; and iBidUSA.com, a popular website which showcases products
and services in an auction format starting with an opening bid of
about 30% percent of the retail value.  Internet Billing Company
(iBill), which sells access to online services and other
downloadable products (music, games, videos, personals, etc.) to
consumers through proprietary web-based payment applications.
Since 1996, iBill has established a trusted brand with consumers
and online businesses with 27 million customers in 38 countries.
Care Concepts I, Inc., actively and regularly pursues additional
acquisition opportunities to enhance its portfolio holdings and
iBill.

For the three months ended June 30, 2004, Care Concepts reported
an $833,016 net loss compared to a $900,257 net loss in June 2003.

                    Auditors Express Doubt

On January 15, 2003, Care Concepts dismissed Angell & Deering as
is principal accountants and auditors.  A&D's report on the
Company's financial statements expressed substantial doubt about
the Company's ability to continue as a going concern.  On
January 15, 2003, William J. Hadaway was hired to review the
Company's 2002 financial statements.  On October 30, 2003, Care
Concepts dismissed WJH.  WJH shared A&D's doubts.  Effective
October 30, 2003, the Company engaged the accounting firm of
Jewett, Schwartz & Associates as its new independent accountants
to audit the financial statements for the fiscal year ending
December 31, 2003.


CATHOLIC CHURCH: Overview of Tucson Diocese's Chapter 11 Plan
-------------------------------------------------------------
The Roman Catholic Church of the Diocese of Tucson delivered its
Plan of Reorganization and Disclosure Statement to the Arizona
Bankruptcy Court on September 20, 2004.

Reverend Gerald F. Kicanas, D.D., the Bishop of the Diocese of
Tucson, explains that the Diocese filed for Chapter 11 protection
to reorganize its financial affairs pursuant to a plan of
reorganization that will, among other things, fairly, justly and
equitably compensate the victims of clergy abuse while allowing
the Diocese to continue its ministry and mission and its efforts
to prevent further abuse of children, and attempt to finally bring
healing to victims, parishioners and others affected by the past
acts of abuse.

Bishop Kicanas relates that the Plan seeks to achieve this healing
by restructuring the Diocese's debt obligations so that it can
fairly and justly compensate the sexual abuse victims while the
Diocese continues its ministry and mission.

Specifically, the Plan contemplates that, on the Effective Date,
the Diocese will transfer certain assets consisting of Cash and a
pledge of the proceeds from the sale of Diocese Real Property,
proceeds contributed by Settling Insurers, proceeds of settlements
with Participating Third Parties and assignment of Insurance
Actions or a mechanism for the Insurance Action Recoveries to be
transferred in whole or in part.

                     Trusts to be Established

Pursuant to the Plan, a Settlement Trust and a Litigation Trust
will be established.  The other Allowed Claims in the Estate will
be paid in full in accordance with the terms of the Plan.  Other
Allowed Claims will be paid from the reserves established by the
Diocese for that payment and from the business operations of the
Diocese.

All Tort Claimants will have their Claims treated and resolved
under either the Settlement Trust or the Litigation Trust.  All
Tort Claimants will automatically be included in the Settlement
Trust unless that Tort Claimant affirmatively elects to have his
or her Claim treated under the terms of the Litigation Trust. The
Settlement Trust and the Litigation Trust will be funded from the
transfers by the Diocese on the Effective Date and any earnings
obtained by the Trustees from investments of those assets after
the Effective Date and any Insurance Action Recoveries after the
Effective Date.  The allocation of the transferred Cash and assets
between the Settlement Trust and the Litigation Trust will be
determined by the Bankruptcy Court as part of the confirmation
process.

               Special Master to Evaluate Tort Claims

The Allowance of the Tort Claims in the Settlement Trust will be
evaluated and determined by a Special Master selected by the
Bankruptcy Court as part of the confirmation process.  The
Diocese will suggest at least three people who might serve as the
Special Master and give notice of those suggestions prior to the
Confirmation Hearing.  If a Tort Claim is Allowed, that Tort
Claim will be classified into a Tier based on criteria proposed by
the Diocese and finally determined by the Court.  There are four
Tiers described in the Plan.  The criteria for each Tier will be
set forth in the Settlement Trust.  If a Tort Claimant wishes to
retain his/her right to a jury trial to liquidate such Tort Claim,
he or she will have to affirmatively elect that treatment on the
Ballot sent with the Plan.  Any jury trial of a Non-Settling Tort
Claimant will be held in the United States District Court for the
District of Arizona, Tucson Division.

                 Limitation on De Minimis Payments

The Debtor or the Reorganized Debtor will make no distributions of
less than $50 to any Creditor holding an Allowed Claim.  If a
Creditor holding an Allowed Claim does not receive a distribution
on any date on which a distribution is to be made to Creditors in
the same Class as the Creditor being entitled to the de minimis
payment, then the Claim -- so long as it is an Allowed Claim --
will remain eligible for distributions on any subsequent
distribution date.  In all events, the Creditor holding an
Allowed Claim, which has not received a distribution on any
previous distribution dates, will receive the distribution on the
date that final distribution is made to Creditors in the same
Class as the Creditor being entitled to the de minimis payment.

                  Avoidance and Insurance Actions

All Avoidance Actions and Insurance Actions are preserved for the
benefit of the Reorganized Debtor and of the Trustees under the
Settlement Trust and the Litigation Trust.

The proceeds of any Avoidance Actions or any Insurance Action
Recoveries will be used, as necessary, for funding obligations
under the Plan.  Prosecution and settlement of the Debtor Actions
and the retained interest in any Insurance Actions will be the
exclusive responsibility of the Reorganized Debtor.  The
Reorganized Debtor will have sole and absolute discretion over
whether to prosecute or settle the causes of action.

                    Reorganization of Parishes

Before the Effective Date, but after the Confirmation Date, each
Parish will be separately incorporated as an Arizona non-profit
corporation.  Upon completion of the incorporation and
establishment of the corporate existence of each Parish, the
Diocese, as part of the Plan, will convey legal title to the
Parish Real Property to each Parish that is the owner of the
Parish Property.  The Confirmation Order will specifically approve
the transfer and direct the Diocese or the Reorganized Debtor to
execute the documents as are necessary and appropriate to carry
out the transfers.  Each Parish that is separately incorporated
will be operated and governed in accordance with Canon Law.  Any
disputes regarding the interpretation and governance of the legal
structure and operation of a Parish will be referred to the
appropriate Church agency for determination.

A full-text copy of the Diocese's Disclosure Statement is
available for free at:

     http://bankrupt.com/misc/Tuscon_Disclosure_Statement.pdf

A full-text copy of the Diocese's Reorganization Plan is available
for free at:

     http://bankrupt.com/misc/Tucson_Chapter11_Plan.pdf

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)


CITATION CORP: Wants Cochran Group as Public Relations Adviser
--------------------------------------------------------------
Citation Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Alabama for
permission to retain Cochran Group, Inc., as their public
relations advisors.

The Debtors tell the Court that the services of the Cochran Group
are necessary because of its extensive experience and knowledge in
the public relations field.  Cochran Group provided the Debtors
with public relations services prior to their chapter 11 filing.
The Firm, therefore, has an understanding of the issues involved
in the Debtors' chapter 11 restructuring.

Cochran Group is expected to:

    a) provide communications and related consulting services to
       the Debtors in connection with their chapter 11 cases;

    b) assist the Debtors in their internal and external
       communications related to the proposed reorganization;

    c) develop a communications plan for situation analysis,
       objectives, strategies, audiences, messaging and actions;

    d) conduct communications training programs for selected
       members of the Debtors' management;

    e) execute the communications plan, including the
       preparation and delivery of communication deliverables
       that includes speeches, talking points, question-and-
       answer documents and related materials for use by the
       designated members of the Debtors' management; and

    f) assist the Debtors in media relations.

Ms. Susan Insley, Executive Vise President and Principal, and Mr.
Gene Monteith, Senior Account Manager at Cochran Group are the
professionals providing services to the Debtors.  For their
professional services, Ms. Insley will bill the Debtors $225 per
hour while Mr. Monteith will charge $175 per hour.

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

Headquartered in Birmingham, Alabama, Citation Corporation --
http://www.citation.net/-- designs, develops and manufactures
cast, forged and machined components for the capital and durable
goods industries, including the automotive and industrial markets.
Citation uses aluminum, steel, gray iron, and ductile iron as the
raw materials in its various manufacturing processes.  The Debtors
filed for protection on Sept. 18, 2004 (Bankr. N.D. Ala. Case No.
04-08130).  Michael Leo Hall, Esq., and Rita H. Dixon, Esq., at
Burr & Forman LLP, represent the Debtors.  When the Company and
its debtor-affiliates filed for protection from their creditors,
they estimated more than
$100 million in assets and debts.


CITIZENS COMMS: Names Maggie Wilderotter President & CEO
--------------------------------------------------------
Leonard Tow resigned as a Director and Chairman of Citizens
Communications' (NYSE:CZN) Board of Directors.  Mr. Tow's
intention to resign was announced on July 11, 2004.  Claire Tow,
Mr. Tow's wife, is also resigning as a Director of the company.
Both resignations are effective as of Sept. 27, 2004.

Mr. Tow has been a member of Citizens' Board of Directors since
1989, and Mrs. Tow has been a member of the Board since 1993.

The company expects to announce a new Chairman following its
regularly scheduled Sept. 30 Board meeting.

On Sept. 21, 2004, the company announced that effective Nov. 1,
2004, Maggie Wilderotter will become President and Chief Executive
Officer of Citizens Communications.

Citizens Communications is a telecommunications-focused company
providing wireless communications service to 2.5 million access
lines in 24 states.  More information about Citizens
Communications may be found at http://www.czn.net/

                         *     *     *

As reported in the Troubled Company Reporter on July 23, 2004,
Standard & Poor's Ratings Services lowered its ratings on Citizens
Communications Co.  The corporate credit rating was lowered to
'BB+' from 'BBB'.  All ratings are removed from CreditWatch, where
they were placed with negative implications on Dec. 11, 2003,
following Citizens' announcement of its decision to explore
strategic alternatives.  The outlook is negative.

"The downgrade is based on the concern that Citizens' initiation
of a substantial dividend, indicating a distinct shift toward a
more shareholder-oriented financial policy, will limit further
deleveraging and reduce the company's financial flexibility,"
explained Standard & Poor's credit analyst Eric Geil.  "The
smaller resulting financial cushion might hamper Citizens' ability
to address rising competitive pressure on its mature local
telephone operations."


CONCERT IND: Obtains $13.6 Million DIP Financing Deal from Tricap
-----------------------------------------------------------------
The Quebec Superior Court approved a transaction whereby the
Tricap Restructuring Fund, managed by Brascan Asset Management,
will acquire all of the outstanding obligations relating to the
senior secured debt payable by Concert Industries Ltd. (TSX: CNG)
under a credit agreement with its senior secured lenders of
approximately $145 million.  Tricap will also provide an amended
and restated debtor-in-possession financing facility to a maximum
of $13.6 million.  The transfer of the DIP financing facility has
been approved by the Quebec Superior Court.

Tricap is a fund established by Brascan to provide a source of
patient, long-term capital and strategic assistance to companies
experiencing financial or operational difficulty.  "In addition to
providing financial support through the DIP financing facility,
Tricap will leverage the resources of Brascan and its affiliates
to assist Concert in reaching its full potential", stated Mr.
Raoul Heredia, President and CEO of Concert Industries Ltd. "We
look forward to working with the Tricap team to reposition Concert
as a market leader in the future."

                     About Concert Industries

Concert Industries Ltd., is a company specializing in the
manufacture of cellulose fiber based non-woven fabrics using
airlaid manufacturing technology.  Concert's products have
superior absorbency capability and are key components in a wide
range of personal care consumer products, including feminine
hygiene and adult incontinence products.  Other applications
include pre-moistened baby wipes, disposable medical and
filtration applications and tabletop products.  The Company has
manufacturing facilities in Canada, in Gatineau and Thurso,
Quebec, and in Germany, in Falkenhagen, Brandenburg.

                           CCAA Update

On August 5, 2003, the Company and certain of its North American
subsidiaries obtained an order from the Quebec Superior Court of
Justice providing creditor protection under CCAA Proceedings.  The
Company's European operations are excluded from the CCAA
Proceedings.  PricewaterhouseCoopers Inc., was appointed by the
Court to act as the Monitor, and this order is currently in effect
until December 17, 2004.  The entire text of the Court orders and
the Monitor's reports are available at http://www.concert.ca/and
at http://www.pwc.com/brs-concertgroupor by calling
(613) 755-5981.

The Company advises that under all options currently being
considered for a Plan of Arrangement and the Company's emergence
from CCAA protection, shareholders of the Company are anticipated
to receive only nominal, if any, consideration for their existing
shares.


CONE MILLS: Committee Urges Creditors to Vote to Accept the Plan
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Cone
Mills Corporation, et al.'s chapter 11 cases urges its
constituency to vote to accept the Second Amended Chapter 11 Plan
of Liquidation dated August 20, 2004, transmitted to creditors
following Judge Walrath's approval of the First Amended Disclosure
Statement.

Under the Plan, Holders of Allowed General Unsecured Claims of
less than $1,000,000 (including any Holder that elects on its
Ballot to reduce its claim to $1,000,000) are projected to receive
a cash distribution of 5% of the amount of their allowed claim on
account of Class 3 Trade and Employee Claim classification and
treatment.  Holders of Allowed General Unsecured Claims in Class 8
(comprised primarily of the secured creditors' deficiency claims)
are projected to receive an estimated 1.6% to 2.2% recovery.

Accordingly, the Committee recommends that holders of unsecured
claims between $1,000,000 and $2,200,000 opt for Class 3 Treatment
rather than Class 8 Treatment.

While the proposed distribution is "admittedly modest," the
Committee says, given the concessions made by the Secured
Creditors in the case and the high likelihood that unsecured
creditors would receive nothing in a chapter 7 liquidation, the
Committee supports the Plan and recommends that general unsecured
creditors vote to accept the Plan.

Mark S. Indelicato, Esq., and Mark T. Power, Esq., at Hahn &
Hellen LLP, in New York City, represent the Committee.

Headquartered in Greensboro, North Carolina, Cone Mills
Corporation was one of the leading denim manufacturers in North
America.  The Company, with its debtor-affiliates filed for
chapter 11 protection on September 24, 2003 (Bankr. Del. Case No.
03-12944).   Cone Mills filed a Chapter 11 Liquidation Plan
following a sale of substantially all of the company's assets to
WL Ross & Co. in March 2004, for $46 million plus assumption of
certain liabilities.  WL Ross, in turn, merged Cone Mills' assets
with Burlington Industries' assets to form International Textile
Group. Pauline K. Morgan, Esq., at Young, Conaway, Stargatt &
Taylor represents the Debtors.  When the Company filed for
protection from its creditors, it listed $318,262,000 in total
assets and $224,809,000 in total debts.


CONSOLIDATED FREIGHTWAYS: Plan Voting Deadline is October 6
-----------------------------------------------------------
On August 25, 2004, the United States Bankruptcy Court for the
Central District of California approved the Second Amended
Disclosure Statement explaining Consolidated Freightways
Corporation and its debtor-affiliates' Consolidated Plan of
Liquidation.

Creditors' Ballots electing to accept or reject the Plan must be
received on October 6, 2004, at 5:00 p.m. by:

      Poorman-Douglas Corporation
      Consolidated Freightways Balloting Agent
      P.O. Box 4390
      Portland, Oregon 97208

A Plan Confirmation Hearing is scheduled on October 20, 2004 at
2:00 p.m. (Pacific Time) before the Honorable Mitchel R. Goldberg.

Objections, if any, to Plan confirmation must be in writing, filed
with the Clerk of Court prior to the Confirmation Hearing, and
served on:

   Counsel for the Debtors:

      Michael S. Lurey, Esq.
      Latham & Watkins LLP
      633 West Fifth Street, Suite 4000
      Los Angeles, California 90071

   Counsel to the Official Committee of Unsecured Creditors:

      Richard M. Neiter, Esq.
      Gary Klausner, Esq.
      Stutman, Treister & Glatt Professional Corporation
      1901 Avenue of the Stars, 12th Floor
      Los Angeles, California 90067

   Office of the United States Trustee:

      Timothy J. Farris, Esq.
      Office of the U.S. Trustee
      3685 Main Street
      Riverside, California 92501

Copies of the Plan and the Disclosure Statement can be obtained at
http://www.cfwy.com/and by parties in interest upon written
request to:

      Latham & Watkins LLP
      Attn: Colleen Greenwood
      633 West Fifth Street, Suite 4000
      Los Angeles, California 90071

Headquartered in Vancouver, Washington, Consolidated Freightways
Corporation (Nasdaq:CFWY) is comprised of national less-than-
truckload carrier Consolidated Freightways, third party logistics
provider Redwood Systems, Canadian Freightways LTD, Grupo
Consolidated Freightways in Mexico and CF AirFreight, an air
freight forwarder.  Consolidated Freightways is a transportation
company primarily providing LTL freight transportation throughout
North America using its system of 300 terminals and over 18,000
employees.  The Company and its debtor-affiliates filed for
chapter 11 protection on September 3, 2002 (Bankr. C.D. Cal. Case
No. 02-24289).  Michael S. Lurey, Esq., at Latham & Watkins LLP,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for bankruptcy, they listed  $783,573,000 in total
assets and $791,559,000 in total debts.


CORNERSTONE PROPANE: Asks Court to Extend Exclusive Periods
-----------------------------------------------------------
Cornerstone Propane and its debtor-affiliates' ask the Honorable
Robert D. Drain of the United States Bankruptcy Court for the
Southern District of New York to extend the period within which
the Debtors have the exclusive right to file a Plan of
Reorganization until Jan. 31, 2005, and extend their Exclusive
Solicitation Period through March 30, 2005.

The Court will conduct a hearing tomorrow, September 30, 2004, to
review whether the Debtors' Joint Reorganization Plan should be
confirmed.

If the Court confirms the Plan, the request for extensions of the
exclusivity periods under 11 U.S.C. Sec. 1121 will become moot.

The current exclusive filing period will expire on Oct. 1, 2004.
The exclusive period for the Debtors to solicit and obtain
acceptances to a plan will expire on November 30, 2004.

Headquartered in New York, New York, Cornerstone Propane Partners,
L.P. -- http://www.cornerstonepropane.com/-- is the nation's
sixth largest retail propane marketer, serving more than 440,000
retail propane customers in over 30 states.  The Company filed for
chapter 11 protection (Bankr. S.D.N.Y. Case No. 04-13856) on
June 3, 2004.  Matthew Allen Cantor, Esq., at Kirkland & Ellis
LLP, represents the Company in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it listed
$582,455,000 in assets and $692,470,000 in liabilities.  The Court
approved the Debtors' Disclosure Statement explaining its Joint
Plan of Reorganization on August 10, 2004.


DALEEN TECH: Amends Quadrangle Investment & Protech Sale Terms
--------------------------------------------------------------
Daleen Technologies, Inc. (OTCBB:DALN), a global provider of
licensed and outsourced billing and customer management,
operational support systems -- OSS -- and revenue assurance
solutions for traditional and next generation service providers,
has entered into a transaction restructuring agreement with
respect to the previously announced investment by affiliates of
Quadrangle Capital Partners and affiliates of Behrman Capital into
Daleen Holdings, Inc., and the acquisition by Daleen Holdings of
Daleen and Protek Telecommunications Solutions Limited.

                Special Meeting of Stockholders

The special meeting of the Company's stockholders, previously
scheduled for September 28, 2004, will be convened and adjourned
without a vote on the transactions outlined in the August 31, 2004
proxy statement, and amended by the September 14, 2004 proxy
supplement.  No official business will be conducted at this
meeting.  The purpose of the planned adjournment is to allow
stockholders sufficient time to review a forthcoming proxy
supplement containing additional information regarding the pending
merger.  The Company anticipates mailing the proxy supplement to
its stockholders beginning September 28, 2004 and will file such
proxy supplement with the Securities and Exchange Commission on or
before that date, following which it will be available free of
charge via a link from the Company's website or on the SEC's
website at http://www.sec.gov/

The special meeting will be reconvened on October 15, 2004, at
9:00 a.m. EDT, at the Company's corporate headquarters located at
902 Clint Moore Road, Suite 230, Boca Raton, Florida 33487.  At
the reconvened meeting, the Company expects to submit to a vote of
its stockholders the proposals relating to the Company's pending
merger and any other matters that are properly presented at the
meeting.

Revised Transaction Terms Under the revised transaction terms,
Quadrangle has agreed to an aggregate investment of $14 million in
preferred stock of Daleen Holdings, with Behrman investing a
revised aggregate of $6.8 million.  All outstanding shares of
Daleen common stock will continue to be converted into the right
to receive $0.0384 per share in cash, or approximately
$1.8 million.  The holders of Daleen preferred stock will receive
a revised aggregate of approximately $5 million in stock of Daleen
Holdings in consideration of their waiver of redemption rights,
with no cash component.

The terms of the Protek acquisition have been concurrently
modified to provide the selling shareholders an aggregate purchase
price of approximately $7.8 million, of which approximately
$460,000 will be paid in cash to certain shareholders and the
remainder will be paid in common stock of Daleen Holdings.

As a demonstration of its commitment to Daleen Holdings and the
certainty of a transaction closing, Quadrangle has agreed to join
as co-lenders with Behrman in a secured bridge facility that has
been provided to Daleen.  Concurrent with the signing of the
transaction restructuring agreement, Quadrangle has funded an
additional draw of $7.5 million by Daleen under this facility,
which will be available to fund the working capital needs of
Daleen and Protek.

The purposes of the transaction restructuring are:

   * to resolve potential disputes among the parties regarding
     whether a breach of certain representations and warranties
     made under the transaction documents had occurred or was
     reasonably likely to occur, which could have resulted in the
     termination of the Merger Agreement and related transaction
     documents;

   * to amend the terms of the transactions to assure no immediate
     termination of the transactions; and

   * to provide the parties with a significant level of comfort
     regarding the completion of the merger and related
     transactions.

Completion of the investment and acquisition transactions
continues to be subject to satisfaction of customary closing
conditions as modified in the transaction restructuring agreement.
Stockholders representing approximately 71% of the aggregate
voting power of Daleen common and preferred stock have executed
amended voting agreements with Quadrangle committing to approve
the modified transaction terms.

                          About Daleen

Daleen Technologies, Inc. is a global provider of high performance
billing and customer care, OSS revenue assurance software, with a
comprehensive outsourcing solution for traditional and next
generation service providers. Daleen's solutions utilize advanced
technologies to enable providers to reach peak operational
efficiency while driving maximum revenue from products and
services.  Core products include its RevChain(R) billing and
customer management software, Asuriti(TM) event management and
revenue assurance software, and BillingCentral(R) ASP outsourcing
services.  More information is available at http://www.daleen.com/

                          *     *     *

                       Going Concern Doubt

In its Form 10-Q for the quarterly period ended June 30, 2004,
filed with the Securities and Exchange Commission, Daleen
Technologies, Inc., reported a net loss of approximately $4.8
million for the six months ended June 30, 2004 and had an
accumulated deficit of $219.3 million at June 30, 2004.  Cash and
cash equivalents and restricted cash at June 30, 2004 were
$1.7 million.  Cash used in operations for the six months ended
June 30, 2004 was $2.8 million.

As a result of the Company's business concentration risk, past
recurring losses from operations and accumulated deficit, it
raises substantial doubt about the Company's ability to continue
as a going concern.


DAN RIVER: Wants Exclusive Right to File Plan Until Oct. 27
-----------------------------------------------------------
Dan River, Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Northern District of Georgia, Newnan Division, to
extend the period within which they have the exclusive right to
file a Plan of Reorganization until October 27, 2005.   The
Debtors also want an extension until December 27, 2005, of their
period to solicit acceptances of that Plan from creditors.

The Debtors tell the Court that they intend to develop and
consummate a consensual plan of reorganization, but information
and data must be collected and analyzed before they can develop a
plan.  Competing plans will present a direct impediment to the
Debtors' ability to finalize the financial analysis that is
already underway.

The Official Committee of Unsecured of Creditors have been fully
informed of the Debtors' progress and the Debtors indicate there
are sharing financial information with the Committee.

Headquartered in Danville, Virginia, Dan River, Inc., --
http://www.danriver.com/-- designs, manufactures and markets
textile products for the home fashions, apparel fabrics and
industrial markets.  The Company and its debtor-affiliates filed
for chapter 11 protection on March 31, 2004 (Bankr. N.D. Ga. Case
No. 04-10990).  James A. Pardo, Jr., Esq., at King & Spalding,
represents the Debtors in their restructuring efforts.   When the
Debtors filed for protection from their creditors, they listed
$441,800,000 in total assets and $371,800,000 in total debts.


DII/KBR: Halliburton Names Preston Holsinger VP & Treasurer
-----------------------------------------------------------
Halliburton (NYSE:HAL) named Preston Holsinger, 62, as the
company's vice president and treasurer.  In this role,
Mr. Holsinger will be responsible for managing the company's
global cash, debt, foreign exchange, capital structure, risk
management, and customer credit and collection functions.  The
appointment is effective October 1, 2004.

"Preston has a wealth of corporate finance experience and
leadership expertise at Halliburton," said Cris Gaut, chief
financial officer and executive vice president.  "He has a proven
track record in handling complex finance issues, and he has been a
key contributor to the company's effort to resolve the asbestos
liability.  As treasurer, I believe he will be an asset to the
company's future success."

Mr. Holsinger, the 30-year oil and gas finance veteran, has held
numerous positions at Halliburton in the corporate finance group,
and most recently served as Director of Finance.

Prior to joining Halliburton, Mr. Holsinger was the chief
financial officer of Lone Star Technologies.  Before his
association with Lone Star Technologies he held numerous financial
positions at Phillips Petroleum Company, including assignments
located outside of the United States.

Mr. Holsinger has served as a lecturer at the University of Texas
in Arlington and received his bachelor of science from the
Oklahoma State University and his masters of business
administration from the University of Oklahoma.

Mr. Holsinger replaces Cedric Burgher, 44, who is leaving the
company to become the chief financial officer at Burger King
Corporation.

"Cedric has done an excellent job during a challenging time for
the organization and we wish him success in his new endeavor,"
said Gaut.

                        About Halliburton

Halliburton, founded in 1919, is one of the world's largest
providers of products to the petroleum and energy industries.  The
company serves its customers with a broad range of products and
services through its Energy Services Group and Engineering and
Construction Group business segments. 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.


ENRON CORP: Court Denies Request for Kronish Lieb Disqualification
------------------------------------------------------------------
James C. Ross asks Judge Gonzalez to disqualify:

    -- Kronish Lieb Weiner and Hellman, LLP, from representation
       of the Enron Employees Committee; and

    -- Baker & McKenzie, from representation of certain Enron
       stakeholders,

for purposes of evaluating the Debtors' assets, consisting of
lawsuits:

    (a) Superior Court of California, County of Santa Clara,
        CV 810989; and

    (b) U.S. District Court, N.D. Cal., C 02 04650RMW.

Mr. Ross, on behalf of himself and other entities, filed a
complaint against Baker & McKenzie and Kronish Lieb for
racketeering, tax evasion, breach of fiduciary duty, negligence,
harassment, discrimination and wrongful termination.  Estimated
damages sought total $330,000,000.

According to Mr. Ross, the lawsuits consist of Enron Corp. and its
debtor-affiliates' right to seek contribution from their tax
counsel, Baker & McKenzie, for encouraging them to evade taxes and
U.S. government authorities, by hiding income from offshore
transactions that included any sort of circular pattern of fund
flows between entities.  "Baker & McKenzie's conduct also more
generally encouraged [the] Debtors to engage in a reckless and
illegal course of conduct.  Combined with other fraudulent or
wrongful actions, this conduct caused the collapse of [the]
Debtors, and the impoverishment, hardship and suffering of
thousands of Enron pensioners, employees and contractors, as well
as other market participants who suffered from the crash in stock
prices of which the Enron bankruptcy was a major contributing
factor."

Mr. Ross asserts that the conflict of interest faced by both
Kronish Lieb and Baker & McKenzie is patent.

Baker & McKenzie cannot possibly represent their clients, who are
Enron creditors, in evaluating the lawsuits.  "It is in their
clients' interest for Baker & McKenzie to acknowledge their
wrongdoing, and accept to contribute to the Enron settlement."

Kronish Lieb is in exactly the same conflict, at one small
remove.  "They do not owe money to their clients, the Employee
Committee, but they can greatly facilitate getting money to their
clients.  This would require Kronish Lieb to acknowledge their
establishment of a sordid tax evasion scheme on behalf of other
clients, which scheme they proceeded to run, more or less, from
their own offices.  This would also require Kronish Lieb to
reimburse the federal and state treasuries and the impoverished
citizenry, for the millions of dollars evaded through their
scheme," Mr. Ross says.

                         *     *     *

The Court denies Mr. Ross' request, without prejudice, on the
grounds of:

    (a) failure to prosecute; and

    (b) failure to plead a factual or legal basis for the relief
        sought.

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: Extends GulfTerra Tender Offer to Oct. 4
-------------------------------------------------------------
Enterprise Products Operating L.P., the principal operating
subsidiary of Enterprise Products Partners L.P. (NYSE:EPD), is
extending the Expiration Time of its four cash tender offers to
purchase any and all of the outstanding senior subordinated and
senior notes of GulfTerra Energy Partners, L.P., and GulfTerra
Energy Finance Corporation to 5:00 p.m. New York City time on
Oct. 4, 2004.  The Purchase Price for each series of GulfTerra
notes will be determined at 2:00 p.m. New York City time on the
second business day preceding the Expiration Time.

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

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

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

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

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

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

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 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.


EXTRA SPACE: June 30 Balance Sheet Upside Down by $22.7 Million
---------------------------------------------------------------
Extra Space Storage, Inc., (NYSE: EXR) reported results for the
second quarter and the six months ended June 30, 2004.  These are
the operating results of Extra Space Storage LLC, the Company's
predecessor prior to the consummation of the Company's initial
public offering and various formation transactions.

   Highlights:

      -- Completed Initial Public Offering (IPO) and listed shares
         on the New York Stock Exchange

      -- Completed acquisition of Storage Spot properties for
         approximately $147 million.  Storage Spot and other
         acquisitions add 29 properties to the portfolio.

      -- Declared dividend of $0.1113 per share for the third
         quarter.

The results for the three and six months ended June 30, 2004
include the operations of 114 properties, 93 of which were
consolidated and 21 of which were in joint ventures historically
accounted for using the equity method, compared to the results for
the three and six months ended June 30, 2003, which included the
operations of 96 properties, 57 of which were consolidated and 39
of which were in joint ventures historically accounted for using
the equity method.  Results for both periods also include equity
in earnings of real estate joint ventures, third-party management
fees, acquisition fees and development fees.

Revenues for the second quarter of 2004 were $13.9 million,
compared to $9.3 million for the second quarter of 2003.
Contributing to the increase in revenues for the second quarter
was the acquisition of 19 stabilized properties during the period,
as were continued occupancy gains from the Predecessor's lease-up
properties and increased rental revenues from existing customers.

Revenues for the six months ended June 30, 2004 were $24.9 million
compared to $17.6 million for the six months ended June 30, 2003,
an increase of 41.5%.  The net loss was $13.1 million, compared to
net loss of $6.0 million for the six months of 2003.

The increase in revenues for the six months was primarily due to
the acquisition of 31 stabilized properties during the period as
well as continued occupancy gains in lease up properties, and
rental increases from existing customers.

The net loss for the second quarter of 2004 was $7.0 million
compared to a net loss for the same period in 2003 of
$2.4 million.

Our same-store stabilized portfolio consists of only those
properties owned by the Predecessor at the beginning and at the
end of the applicable periods presented and that had achieved
stabilization as of the first day of such period.  Same-store
stabilized revenues for the June 30, 2004 quarter reflecting a
portfolio of 31 wholly owned properties, increased 4.1% compared
to the same period in 2003.  The same-store presentation is
meaningful in regard to these properties.  These results provide
information relating to property-level operating changes without
the effects of acquisitions or completed developments.  Upon the
completion of the formation transactions, the Company will have a
greater population of same-store properties.  Consequently, the
results shown should not be used as a basis for future same-store
performance.

Kenneth Woolley, chairman and chief executive officer, said, "We
are pleased to report considerable progress on a number of fronts
during the second quarter.  On August 17, we completed the
Company's IPO, and listed our shares on the New York Stock
Exchange."

              Completion of Initial Public Offering

On August 17, 2004, the Company completed its Initial Public
Offering through the sale of 20,200,000 shares of the Company's
common stock at $12.50 per share.  The offering raised
$252.5 million before deducting underwriting discounts and
expenses.  On September 1, 2004 the Company's underwriters
exercised their right to purchase an additional 3,030,000 shares
at $12.50 per share, which provided an additional gross proceeds
of $37.9 million.

             Completion of Formation Transactions

Since the commencement of the IPO, the Company has completed each
of the formation transactions outlined in the prospectus dated
August 11, 2004.

                         Acquisitions

Concurrent with the completion of the IPO, the Company concluded
the acquisition of Storage Spot properties for a purchase price of
approximately $147 million.  The purchase comprises 26 self-
storage properties in six states representing approximately
1,750,000 square feet.  The average age of the properties is
approximately nine years, and the portfolio occupancy was 89.6% as
of August 31, 2004.  In connection with the transaction, the
Company also appointed Storage Spot's president, Hugh W. Horne, as
a director of the Company.

Proceeds from the offering were also used to acquire three self-
storage properties, one in Arizona, one in California, and one in
New York for approximately $21 million.

"With these acquisitions completed, the Company now owns 136
properties in 20 states representing 84,000 units, nine million
square feet and 70,000 tenants, with an average age of all our
facilities of approximately nine years.  In addition, in this
highly fragmented marketplace, we intend to aggressively pursue
additional accretive acquisition opportunities, as well as develop
new self-storage properties," said Mr. Woolley.

                   Initial Dividend Declared

On September 3, 2004, the Company announced its initial third
quarter common stock dividend of $0.1113 per share to be paid on
September 30, 2004 to shareholders of record as of Sept. 15, 2004.
The initial dividend payment is prorated from the IPO closing date
of August 17, 2004 through September 30, 2004 and was calculated
based on an assumed full quarterly dividend of $0.2275 per share
which was based on our IPO share price of $12.50 per share,
representing a 7.3% yield.

                    Financial Flexibility

Following the IPO, as part of the formation transactions, the
Company entered into a $100 million credit facility and as of
September 15, 2004 had a total of approximately $444 million of
debt, producing a debt to total market capitalization of
approximately 49%.  Currently, total fixed rate debt to total debt
is approximately 80%.  The weighted average interest rate of the
total of fixed and variable rate debt is approximately 4.59%.

Kent Christensen, senior vice president and chief financial
officer noted, "With the proceeds from our offering and
repositioning of our fixed and variable debt, our balance sheet is
strong and flexible.  In addition, with credit availability of
$56 million, and other attractive sources of capital through joint
venture partners, we believe that we have adequate capital
resources to help fund our expanding investment pipeline."

                 About Extra Space Storage Inc.

Extra Space Storage, Inc., headquartered in Salt Lake City, Utah,
is a real estate investment trust that owns and operates 136 self-
storage properties in 20 states.  The Company's properties
comprise more than 84,000 units, 9 million square feet rented by
over 70,000 tenants.  Additional Extra Space Storage information
is available at http://www.extraspace.com/

As of June 30, 2004, Extra Space's balance sheet showed a
$22,665,000 member's deficit, compared to a $4,407,000 deficit at
December 31, 2003.


FEDERAL-MOGUL: Names Joseph Felicelli Executive Vice President
--------------------------------------------------------------
Chairman of the Board and Interim Chief Executive Officer Steve
Miller reported the appointment of Joseph Felicelli to the
position of Executive Vice President, Worldwide Aftermarket
Operations of Federal-Mogul Corporation.

Since 2001, Mr. Felicelli served as senior vice president,
Worldwide Aftermarket Operations, with responsibility for Federal-
Mogul's global aftermarket operations, including sales, marketing,
distribution and logistics, as well as manufacturing for chassis
and brake hard parts, fuel, wipers, ignition and lighting
products.

"Mr. Felicelli is an invaluable asset to Federal-Mogul. His
outstanding leadership skills, coupled with his vast knowledge and
experience in the aftermarket arena, has propelled our Aftermarket
organization to new heights," Mr. Miller said.  "Under Mr.
Felicelli's guidance, our Aftermarket business has enjoyed year-
after-year improved performance, making Federal-Mogul what it is
today - a leading global aftermarket supplier."

Prior to joining the Company, Mr. Felicelli served as group vice
president, aftermarket, for Delco Remy International, Inc.  From
1994 to 1997, Mr. Felicelli served in operations vice president
roles at Cooper Industries' automotive groups, the Cooper
Automotive Division and the Moog Automotive Division.  Mr.
Felicelli was vice president, North American operations, Cooper
Automotive Division, where he was responsible for several product
areas, including spark plugs, ignition wiring, lighting assemblies
and wiper blade systems for original equipment and aftermarket
customers. Previously, he was vice president, operations, Moog
Automotive, where he had sales, marketing and operational
responsibility.  Cooper Automotive and Moog Automotive were
divisions of Cooper Industries and were acquired by Federal-Mogul
in 1998.

Mr. Felicelli, who earned a bachelor's degree from St. Joseph
College in Indiana, is a member of the Board of Directors for the
Automotive Aftermarket Industry Association -- AAIA, and is Vice
Chairman of the Automotive Aftermarket Suppliers Association for
the Motor & Equipment Manufacturers Association -- MEMA.

Federal-Mogul is a leading global supplier offering a
comprehensive portfolio of quality products, trusted brands and
creative solutions to the automotive and other industries.  The
Company utilizes its engineering and materials expertise,
proprietary and innovative technology, manufacturing skill,
distribution flexibility and marketing power to create value for
its stakeholders.  The Company's principal customers include many
of the world's foremost original equipment manufacturers of
vehicles and industrial products, and aftermarket retailers and
wholesalers.

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: Wants to Employ S&P as Valuation Consultant
----------------------------------------------------------
Standard accounting practices, promulgated by the American
Institute of Certified Public Accountants in their Statement of
Position 90-7 entitled "Financial Reporting by Entities in
Reorganization Under the Bankruptcy Code", require debtors
emerging from a reorganization under Chapter 11 to adopt fresh
start accounting if these two conditions exist:

    (1) The reorganization value of the debtor's assets is less
        than the sum of the allowed claims plus postpetition debt;
        and

    (2) The holders of the debtor's prepetition voting equity
        interests receive less than 50% of the debtor's voting
        shares and the loss of control is not temporary.

According to David M. Sherbin, Federal-Mogul Corporation's Senior
Vice President, General Counsel and Secretary, the conditions are
satisfied under the Debtors' Third Amended Joint Plan.  Thus, the
Debtors must implement fresh start accounting as of the Effective
Date.

The Debtors seek the Court's authority to employ Standard & Poor's
Corporate Value Consulting to provide fresh start valuation
services and other valuation services that are based on or derived
from the fresh-start valuations.  The valuation services are
required to be completed and in place as of the Effective Date.

Through the fresh start accounting process, the Debtors' worldwide
assets will be valued at their fair value and the values will be
recorded on the Debtors' balance sheets and related books and
records for U.S. accounting and reporting purposes.

Mr. Sherbin clarifies that the valuation services that S&P will
provide are beyond the scope of services that have been or will be
performed by:

    -- Ernst & Young, LLP,
    -- the Debtors' independent auditors,
    -- AlixPartners, or
    -- by any other professionals employed in the Debtors' cases.

Neither the Debtors nor S&P envision that there will be any
duplication in the services performed for the Debtors by Ernst &
Young, AlixPartners and S&P.  Nevertheless, S&P will coordinate
with Ernst & Young and AlixPartners, with oversight from the
Debtors' management, to closely monitor the services that each is
performing to ensure that no duplication of service results.

S&P estimates and requires three to five months to complete the
valuations required for fresh start accounting.  Thus, it is
appropriate to commence the valuation projects at this time to
meet the deadline.

                       The Valuation Services

There are several required valuation services necessary for the
Debtors' fresh start accounting purposes as well as valuations
that are derived from or based on the fresh start valuations.  The
additional valuations are necessary to enable the Debtors to
prepare for and successfully implement their emergence from
Chapter 11.

S&P will perform the valuation services and provide a stand-alone
valuation report with respect to:

A. Fresh Start Valuation

    S&P will estimate the fair value of the Debtors' tangible and
    intangible assets and, in connection with the valuations, S&P
    will estimate the business enterprise value of the Debtors'
    reporting units.  This will provide the basis for the Debtors'
    prospective compliance with Statement of Financial Accounting
    Standards No. 142, as it relates to goodwill and intangible
    assets.  To perform the comprehensive valuation of all of the
    Debtors' tangible and intangible assets for fresh start
    accounting purposes, S&P will conduct valuations on a local
    level, which will require S&P to visit many of the places
    where the Debtors' assets are located, and S&P will value the
    Debtors' assets on a legal entity level as well.

    The "tangible assets" category includes all tangible assets
    that the Debtors own directly or indirectly, including fixed
    assets like:

       * real estate, including land, buildings, leasehold
         improvements, and leasehold interests;

       * machinery and equipment, including tooling;

       * furniture and fixtures and computer equipment; and

       * inventory associated with various manufacturing, research
         and administrative facilities located in various places
         throughout the world.

    The "intangible assets" category includes trademarks and
    trade names, patented and un-patented technology, customer
    contracts and related customer relationships.  The fair
    value estimates will be premised on the ongoing use of the
    assets in the reorganized businesses.

    In conducting the valuation services concerning the tangible
    assets, S&P anticipates the need to meet and confer in the
    primary places where the Debtors directly and indirectly
    conduct their operations, including North America, Europe, and
    elsewhere in the world, as needed.  With respect to the
    intangible assets, S&P anticipates the need to visit a
    number of locations in North America and Europe to conduct
    management interviews and site visits.  S&P will also provide
    input and assistance in identifying which sites they should
    visit for these purposes, and they will assist in determining
    assets' remaining useful lives and economic obsolescence.

B. Collateral Valuation for Exit Financing

    S&P might be asked to determine estimates of the fair market
    value, as well as the orderly liquidation value and the forced
    liquidation value of the Debtors' U.S. accounts receivable,
    inventory, and fixed assets which the Debtors believe will
    facilitate their efforts to secure exit financing.

C. Insurable Value

    S&P will utilize the fresh start valuations and analyses to
    provide the Debtors and their insurers with insurable value
    estimates respecting the fixed assets which, depending on the
    terms of the subject policies, will value either:

     (i) the "reproduction cost new," as defined in the subject
         policy; or

    (ii) the "reproduction cost new" less accrued depreciation
         considered for insurance purposes.

D. Valuation in Compliance with the Fair Market Value Method of
    Allocation and Apportionment of Interest Expense

    S&P will perform analysis that will enable the Debtors and
    their accountants to compute the consolidated average assets
    of the "Affiliate Group" by foreign tax credit limitation
    basket, and the apportionment ratios for each basket, as
    required by Section 864(e) of the Internal Revenue Code.

E. Equity Valuation - Foreign Subsidiaries

    S&P's services will also include estimating the fair market
    value of the equity of the Debtors' foreign subsidiaries for
    use in connection with the U.S. Debtors' financial accounting
    and reporting.

F. Fixed Asset Reconciliation

    S&P might be asked to perform an inventory of certain plant
    assets and reconcile the inventoried assets to the fixed asset
    ledger for the purpose of cleaning up the fixed asset ledger.
    The services will enable the Debtors to economically review
    and revise its policies and procedures to enhance the process
    of appropriation, capitalization, recording, tagging,
    receiving, and retirement of certain assets.

The Debtors maintain that S&P is well suited to provide the
Required Valuation Services because:

    -- of its experience, capacity, and relevant industry
       expertise to provide the services on an economical basis
       within the time frame that the Debtors require;

    -- S&P has been advising clients on valuation and corporate
       finance issues for over 30 years, and has offices in about
       a dozen cities in the United States and several offices
       abroad; and

    -- S&P has substantial experience in engagements involving the
       performance of fresh start valuation services and has
       particular expertise and experience with respect to
       companies within the automotive industry.

S&P Managing Director Steven J. Shanker assures the Court that S&P
and its principals and management do not represent or hold any
material adverse interest to the Debtors or their estates with
respect to the matters to which S&P is to be employed.  Mr.
Shanker attests that S&P is a disinterested person within the
meaning of Section 101(14) of the Bankruptcy Code.  Mr. Shanker
will be the overall project leader of the valuation project.

S&P will be compensated based on discounted hourly rates.  S&P
estimates that its fees for the Required Valuation Services will
be $1,900,000.  S&P agrees that its fees will not exceed
$1,910,000 unless the Debtors ask them to perform additional
analyses or change the scope of the project, in which case S&P
would charge discounted hourly rates.  The blended hourly rate for
S&P's personnel is $230.  S&P will also seek reimbursement for
reasonable and necessary expenses incurred or advanced in
connection with providing the Required Valuation Services to the
Debtors.

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)


FIBERMARK INC: Has Until December 31 to Decide on Leases
--------------------------------------------------------
The Honorable Colleen A. Brown of the U.S. Bankruptcy Court for
the District of Vermont gave FiberMark, Inc., and its debtor-
affiliates, until December 31, 2004, to decide whether to assume,
assume and assign, or reject their unexpired nonresidential real
property leases and other executory contracts pursuant to Section
365(d)(4) of the Bankruptcy Code.

The Debtors explain that they use the majority of the unexpired
leases for business operations and as sales offices, industrial
facilities and warehouse spaces.

The Debtors submit that at this point in their restructuring, they
can't determine which of the leased premises will be necessary to
their business plan or which unexpired lease should be assumed,
assigned or rejected to maximize the value of their estates.

FiberMark and its affiliates stress that premature assumption or
rejection would disrupt production, sales and other revenue-
generating activities and would impair their ability to administer
and reorganize their businesses.

Headquartered in Brattleboro, Vermont, FiberMark, Inc.
-- http://www.fibermark.com/-- produces filter media for
transportation applications and vacuum cleaning; cover stocks and
cover materials for books, graphic design, and office supplies and
base materials for specialty tapes, wallcoverings and sandpaper.
The Company filed for chapter 11 protection on March 30, 2004
(Bankr. D. Vt. Case No. 04-10463).  Adam S. Ravin, Esq., D. J.
Baker, Esq., et al. at Skadden, Arps, Slate, Meagher & Flom LLP
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from its creditors, they listed
$329,600,000 in total assets and $405,700,000 in total debts.


FLOW INT'L: Late Form 10-Q Filing Prompts Nasdaq Delisting Notice
-----------------------------------------------------------------
Flow International Corporation (Nasdaq: FLOW) received a letter
from the NASDAQ staff indicating that because the Company has
failed to timely file its Form 10-Q for the first quarter of
fiscal 2005, it is not in compliance with the NASDAQ listing rules
and accordingly is potentially subject to delisting.

This delisting notification is standard procedure when a NASDAQ
listed company fails to complete a required Securities and
Exchange Commission filing in a timely manner.  As a result of the
failure to timely file the 10-Q, the Company is currently not in
compliance with the filing requirements for continued listing on
NASDAQ as required by NASDAQ Marketplace Rule 4310(c)(14).

The Company plans to appeal the delisting notification to a NASDAQ
Listings Qualifications Panel, however, there can be no assurance
that the Panel will grant the Company's request for continued
listing.  FLOW's securities will remain listed pending a decision
in the appeals process, but its trading symbol as of
September 27, 2004, will be amended from "FLOW" to "FLOWE" to
reflect the Company's filing delinquency.  Upon the filing of its
10-Q, the Company expects to be in compliance with the filing
requirements for continued listing on the NASDAQ and accordingly
expects the trading symbol to be changed back to "FLOW".

As reported in the Troubled Company Reporter on Sept. 22, 2004,
the delay in filing its 10-Q is related to a foreign exchange
issue which centers around whether certain gains and losses
recorded directly to Other Comprehensive Income in Shareholders'
Equity should have been recorded in the Statement of Operations as
a component of Other Income (Expense).  It is expected that the
Company will restate its fiscal years ended April 30, 2004, 2003
and 2002 to include non-cash positive and negative adjustments to
net earnings related to foreign exchange gains and losses on
inter-company accounts.  The amounts of such adjustments have not
yet been determined.

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

                     About Flow International

Flow International Corporation is the world's leading developer
and manufacturer of ultrahigh-pressure -- UHP -- waterjet
technology for cutting, cleaning, and food-safety applications, as
well as isostatic and flexform presses.  FLOW provides total
system solutions for various industries, including automotive,
aerospace, paper, job shop, surface preparation, and food
production.  For more information, visit http://www.flowcorp.com/

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


FOAMEX INTERNATIONAL: Meets New Int'l. Quality Specification
------------------------------------------------------------
Foamex International Inc. (NASDAQ: FMXI) said the Company's
Quality Management System has been certified by Underwriters
Laboratories, an independent product-safety testing and
certification organization, to the ISO/TS 16949 international
quality specification.

The current automotive quality system standard, QS 9000, will
expire in December 2006.  ISO/TS 16949 has been accepted by the
Ford, General Motors and Daimler-Chrysler as the replacement for
that body of standards going forward.  Foamex's Automotive and
Technical Products divisions have continually improved to meet the
stringent requirements for certification to ISO/TS 16949 two years
in advance of the expiration of QS 9000.

The major improvements of ISO/TS 16949 standards are:

   -- Increased focus on customer-specific requirements and
      feedback;

   -- Continual improvement in all company processes;

   -- Executive-level involvement in the Quality Management
      System; and

   -- Using the process approach to establish and assure
      effectiveness of all processes of the organization,
      including non-manufacturing functions.

Foamex will also work with its raw material suppliers to ensure
that their quality management systems meet the highest industry
standards.

"I am proud that Foamex is the first flexible polyurethane foam
supplier servicing the automotive industry to achieve the ISO/TS
16949 certification standard," said Thomas E. Chorman, President
and Chief Executive Officer of Foamex.  "We are keenly focused on
providing the highest level of quality and service to our all of
our customers.  This certification is a significant achievement
for Foamex and further underscores our commitment to quality and
customer service."

                  About Foamex International Inc.

Headquartered in Linwood, Pennsylvania, produces comfort
cushioning for bedding, furniture, carpet cushion and automotive
markets.  The Company also manufactures high-performance polymers
for diverse applications in the industrial, aerospace, defense,
electronics and computer industries.  For more information visit
the Foamex web site at http://www.foamex.com/

At June 27, 2004, Foamex International's balance sheet showed a
$208,445,000 stockholders' deficit, compared to a $203,116,000
deficit at December 28, 2003.


FOSTER WHEELER: Strengthens Financial Condition With Swap
---------------------------------------------------------
Foster Wheeler Ltd. (OTCBB: FWLRF) reiterated that its recent
successful equity-for-debt exchange reduces its existing debt by
approximately $447 million, improves the company's consolidated
net worth by approximately $453 million, reduces interest expense
by approximately $28 million per year, and, when combined with the
sale of new notes to repay amounts currently outstanding under
Foster Wheeler's existing domestic credit agreement, eliminates
substantially all material scheduled corporate debt maturities
prior to 2011.  Foster Wheeler's debt-level is now the lowest it
has been since 1995.

Despite the swap, Standard & Poor's recently lowered Foster
Wheeler's corporate credit rating to S&P's rating of "selective
default" in accordance with S&P's standard rating criteria.

So as to avoid any possible doubt, Foster Wheeler said it is not
in default under the terms of any of its financing instruments as
a result of the exchange offer or otherwise.

"With the successful completion of this exchange, Foster Wheeler's
financial position is better than it has been in many, many
years," said Raymond J. Milchovich, chairman, president, and chief
executive officer.  "Although we are disappointed with S&P's
recent action, we are confident that S&P and the other ratings
agencies will in the near future re-evaluate our ratings based
upon our improved and recapitalized balance sheet.  In the
meantime, we are focused on winning quality business and exceeding
our clients' expectations."

                        About the Company

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

At June 25, 2004, Foster Wheeler Ltd.'s balance sheet showed an
$856,601,000 stockholders' deficit, compared to an
$872,440,000 deficit at December 26, 2003.  The Company's pro-
forma financial statements contained in the Prospectus detailing
the Exchange Offer projects a $400 million reduction in total debt
and a concomitant increase in shareholder equity.

A full-text copy of that Prospectus is available at no charge at:


http://www.sec.gov/Archives/edgar/data/1130385/000104746904026835/a2142206ze
x-99_a11.htm

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 24, 2004,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Foster Wheeler Ltd. to 'SD' from 'CCC-'.  At the same
time, Standard & Poor's lowered its senior unsecured and
subordinated debt ratings on the Clinton, New Jersey -based
engineering and construction company to 'D' from 'CC'.  The senior
secured bank loan ratings were affirmed but will be withdrawn
shortly, once the company's new bank facility is closed.

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

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

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

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


GENERAL MEDIA: Care Concepts Inks Pact to Acquire 48.3% Shares
--------------------------------------------------------------
Care Concepts (AMEX:IBD) entered into an agreement with GMI
Investment Partners and PET Capital Partners, LLC and its
affiliates to purchase approximately 48.3% of the non-voting
common stock of General Media.  The Agreement also provides that
the Bell/Staton Group, who will own voting common stock, will own
the same percentage of the total common stock equity of the
reorganized General Media.  Messrs. Marc H. Bell and Daniel C.
Staton will manage and assume day-to-day operations of Penthouse
Magazine and the related General Media businesses.

Care Concepts negotiated for private placements of its convertible
securities.  Closing of the financing is scheduled for today,
September 29, 2004.  The conversion of the securities is subject
to the prior approval of the American Stock Exchange and
shareholder approval.

Upon its emergence from bankruptcy (anticipated to occur during
the first week of October 2004), General Media will be renamed
Penthouse Media Group, Inc. PII will change its name to an
unrelated name.  Care Concepts, as a shareholder of Penthouse
Media Group, will have the right to designate one member of the
board of directors of the reorganized Penthouse Media Group.

"Marc Bell Capital Partners is a well-known and respected
investment firm," said Gary Spaniak, Jr., the Company's President.
"The firm partners have substantial experience in publishing, the
Internet and with the capital markets.  We believe that Mr. Bell
and Mr. Staton will generate substantial value in connection with
Care Concepts investment in reorganized General Media."

Care Concepts recently announced its pending acquisition of the
Aries Capital Partners subsidiary, Best Candy and Tobacco, a
leading distributor to convenience stores and casinos founded in
1952.  Care Concepts expects to be able to distribute, through its
proposed acquisition, a variety of magazines, including Penthouse,
to newsstands located at the 2,200 retail locations serviced by
Best currently.

As reported in the Troubled Company Reporter on Sept. 28, Care
Concepts I, Inc., rescinded the closing of its acquisition of
Media Billing Company, LLC, and its wholly owned subsidiary
Internet Billing Company, LLC, that was purchased from Penthouse
International, Inc., in August 2004.  On Sept. 20, 2004, the
Company received a notice from the AMEX of its intention to de-
list the Company's Common Stock from trading on the exchange,
pending a hearing requested by the Company.  By agreeing to
rescind the closing of the iBill acquisition unless and until the
Company has satisfactorily resolved all listing eligibility issues
and receives all necessary AMEX approvals related to the iBill
transaction, the staff of the AMEX has agreed to withdraw its
notice of intent to de-list the Company's securities.  There can
be no assurance that the Company will be able to satisfactorily
resolve all listing issues or that it will receive all such AMEX
approvals associated with the iBill transaction.

                  About Care Concepts I, Inc.

Care Concepts I, Inc., (AMEX:IBD) is a media and marketing holding
company with assets including: Forster Sports, Inc., a sports-
oriented, multi-media company that produces sports radio talk
shows; and iBidUSA.com, a popular website which showcases products
and services in an auction format starting with an opening bid of
about 30% percent of the retail value.

For the three months ended June 30, 2004, Care Concepts reported
an $833,016 net loss compared to a $900,257 net loss in June 2003.

                     Auditors Express Doubt

On January 15, 2003, Care Concepts dismissed Angell & Deering as
is principal accountants and auditors.  A&D's report on the
Company's financial statements expressed substantial doubt about
the Company's ability to continue as a going concern.  On
January 15, 2003, William J. Hadaway was hired to review the
Company's 2002 financial statements.  On October 30, 2003, Care
Concepts dismissed WJH.  WJH shared A&D's doubts.  Effective
October 30, 2003, the Company engaged the accounting firm of
Jewett, Schwartz & Associates as its new independent accountants
to audit the financial statements for the fiscal year ending
December 31, 2003.

                      About General Media

General Media, a subsidiary of Penthouse International, Inc.,
publishes Penthouse magazine and other publications and is engaged
in other diversified media and entertainment businesses.  The
Company filed for reorganization under Chapter 11 with the U.S.
Bankruptcy Court for the Southern District of New York on
August 12, 2003.  Robert Joel Feinstein, Esq. Pachulski, Stang,
Ziehl, Young, Jones & Weintraub P.C. represent the Debtors in
their restructuring efforts.  When the Company filed for
protection from their creditors, they listed $50 million to
$100 million in total assets and more than $50 million in total
debts.


GMACM MORTGAGE: Moody's Puts Ba2 Rating on $1.272M Class B-1 Cert.
------------------------------------------------------------------
Moody's Investors Service assigned a rating of Aaa to the
senior certificates issued in the GMACM Mortgage Loan Trust Series
2004-AR2 securitization of prime-quality, hybrid adjustable-rate
mortgage loans.  Moody's also assigned ratings ranging from Aa2 to
Baa2 to the publicly offered subordinate certificates in the
transaction.

According to Moody's analyst Amita Shrivastava, the ratings of the
certificates are based on the quality of the underlying mortgage,
the credit support provided through subordination, the legal
structure of the transaction, as well as GMAC's ability as the
master servicer of the mortgage loans.

The underlying collateral consists of hybrid adjustable-rate
loans.  The mortgage rates on the loans are fixed for a certain
period of time from origination after which they reset annually.
The average current principal balance of the mortgage loans in the
pool is $361,267 as of the cut-off date.  The weighted average
loan-to-value ratio is 70%.  The loans are of prime quality with a
weighted average credit score of 726.  The aggregate mortgage pool
is divided into five loan groups.  The prefix of the certificates
refers to the loan group they correspond to.  The Class M
certificates will receive payments from all the loan groups, and
provide support in the form of subordination to all the senior
certificates.

The complete rating actions are:

   Issuer:          GMACM Mortgage Loan Trust 2004-AR2
   Depositor:       Residential Asset Mortgage Products, Inc.
   Seller:          GMAC Mortgage Corporation
   Master Servicer: GMAC Mortgage Corporation

        Certificates   Amount Outstanding     Rating
        ------------   ------------------     ------
        Class 1-A             $44,703,000     Aaa
        Class 2-A            $122,977,000     Aaa
        Class 3-A            $200,236,000     Aaa
        Class 4-A             $63,485,000     Aaa
        Class 5-A-I           $55,853,000     Aaa
        Class 5-A-II           $5,000,000     Aaa
        Class R                      $100     Aaa
        Class M-1              $7,393,000     Aa2
      * Class M-2              $4,078,000     A2
      * Class M-3              $2,293,000     Baa2
      * Class B-1              $1,272,000     Ba2

GMAC Mortgage Corporation, the master servicer of the loans, is a
highly capable servicer of mortgage loans and has a substantial
presence in the prime-quality mortgage sector.


GOLF TRUST: Consummates $1.5 Million Black Bear Golf Club Sale
--------------------------------------------------------------
Golf Trust of America, Inc. (AMEX:GTA) consummated its sale of
Black Bear Golf Club to Ashley Fields, LLC, a Florida limited
liability company, for total consideration of $1.55 million,
September 24, 2004, Black Bear Golf Club is an 18-hole public golf
course located in Eustis, Florida.

Golf Trust of America, Inc., formerly a real estate investment
trust, is now engaged in the liquidation of its interests in golf
courses in the United States pursuant to a plan of liquidation
approved by its stockholders.  After the sale, the Company owns an
interest in three properties (7.0 eighteen-hole equivalent golf
courses).  Additional information regarding Golf Trust of America,
Inc., is available in Golf Trust's filings with the Securities and
Exchange Commission and on the Company's website at
http://www.golftrust.com/


GREAT POINT: Fitch Affirms Class B-1 & Class I Junk Ratings
-----------------------------------------------------------
Fitch Ratings upgrades and places on Rating Watch Positive one
class, affirms two classes and downgrades one class notes issued
by Great Point CBO 1998-1 Ltd.  These rating actions are the
result of Fitch's review process.  These rating actions are
effective immediately:

   -- $84,690,779 class A-1 notes affirmed at 'AAA';

   -- $40,000,000 class A-3 notes upgraded to 'BBB+' from 'BB+'
      and placed on Rating Watch Positive;

   -- $23,000,000 class B-1 notes affirmed at 'CCC-';

   -- $11,500,000 class I notes downgraded to 'C' from 'CC'.

Great Point 1998-1 is a collateralized bond obligation -- CBO --
managed by Sankaty Advisors, which closed September 25, 1998.
Great Point 1998-1 supports the issued debt with a pool of
primarily fixed rate high yield corporate bonds in addition to a
small percentage of loans and asset backed securities.  Included
in this review, Fitch Ratings discussed the current state of the
portfolio with the asset manager and their portfolio management
strategy going forward.  In addition, Fitch Ratings conducted cash
flow modeling utilizing various default timing and interest rate
scenarios to measure the breakeven default rates going forward
relative to the minimum cumulative default rates required for the
rated liabilities.

Since the September 10, 2002 rating action, the collateral has
stabilized with regards to assets rated 'CCC+' and below and a
reduction in the total number of defaulted assets.  The CDO has
significantly delevered since the last rating action, redeeming an
additional $118 million of liabilities for a total of
approximately $138 million.  The A-2 classes were paid in full as
well as $36.3 million of the class A-1 notes.  The significant
delevering was a result of asset sales, asset calls, trading gains
and the diversion of interest proceeds from the class B-1, class I
notes and equity to the class A-1 and A-2 notes due to failing
overcollateralization tests.

The class A OC ratio has increased from 104.1% as of the
August 2, 2002 trustee report to 114.9% as of the most recent
trustee report dated September 2, 2004.  Despite the significant
improvement, the class A OC test remains out of compliance due to
an increasing minimum required test level, which has risen from
the initial level of 114% to 120% as of the last payment date.

Also of structural significance, the swap notional balances are
linked to the balance of the A-1 and A-2 notes.  The A-2 swap
notional was reduced to zero when the class A-2 notes were
retired.  The A-1 swap notional balance will continue to decline
as the class A-1 notes are redeemed.  The dynamic nature of the
swap notional balance is a structural strength of Great Point
1998-1.

The class A-3 notes have been placed on Rating Watch Positive due
to the trend in selling assets at or above par and the continuing
delevering of the class A-1 notes.

As of the April 15, 2004 payment date, the class B-1 notes have a
deferred interest balance of approximately $3.1 million.  The
class has been deferring interest since April 15, 2002.  The class
I notes have also been deferring interest payments since the
April 15, 2002 payment date with a deferred interest balance of
approximately $2.1 million since the last payment date.  The 'CCC-
' rating on the class B-1 notes reflects the continuing deferral
of interest as well as the class B OC level of 94.5%.  The rating
on the class I notes reflects the continuation of zero
distributions.

The rating of the class A-1 and A-3 notes addresses the likelihood
that investors will receive full and timely payments of interest,
as per the governing documents, as well as the stated balance of
principal by the legal final maturity date.  The ratings of the
class B-1 and class I notes address the likelihood that investors
will receive ultimate and compensating interest payments, as per
the governing documents, as well as the stated balance of
principal by the legal final maturity date.

As a result of this analysis, Fitch has determined that the
current ratings assigned to the class A-3 and class I notes no
longer reflect the current risk to noteholders.

Fitch will continue to monitor and review this transaction for
future rating adjustments.  For more information on the Fitch
VECTOR Model, see 'Global Rating Criteria for Collateralised Debt
Obligations,' dated Sept. 13, 2004, available on Fitch's web site
at http://www.fitchratings.com/


HORIZON NATURAL: JANA Objects to Equity Dilution Attempt by Ross
----------------------------------------------------------------
Lawyers representing JANA Partners -- one of the Senior Secured
Noteholders of Horizon Natural Resources Company, LLC -- released
a letter in which they object to financier Wilbur L. Ross's
attempt to dilute the equity interests of fellow shareholders.

The move occurs as part of a deal in which Noteholders are
receiving stock in Newcoal, LLC, which purchased certain assets
from Horizon Natural Resources Company under its plan of
reorganization, in exchange for their notes.

"While our client would like to settle this matter amicably, it
will take appropriate legal measures to protect its interests if
Mr. Ross persists in his efforts to dilute the value of the shares
of his fellow shareholders," said Lawrence Gottlieb, of Kronish
Lieb Weiner & Hellman and counsel for JANA Partners.

The complete text of the letter:


    JANA PARTNERS LLC

                                              September 28, 2004

    BY HAND AND FACSIMILE

    Wilbur L. Ross
    Newcoal, LLC
    c/o WL Ross & Co. LLC
    101 East 52nd Street
    19th Floor
    New York, New York 10022


    Dear Mr. Ross:

         JANA Partners LLC is a holder of approximately
    $19 million in Second-Tier Secured Term Notes due 2008 (the
    "Notes") issued by Horizon Natural Resources Company
    ("Horizon").  Pursuant to Horizon's Amended Plan of
    Reorganization (the "Plan") confirmed by the Bankruptcy Court,
    holders of the Notes shall be issued stock in the newly-formed
    Newcoal LLC ("Newcoal") which purchased certain of Horizon's
    assets.

         Pursuant to the Plan, the so-called "Ad Hoc Committee"
    and your company, WLR Coal Holdings LLC ("WLR Coal") were to
    receive a cash fee of $3.75 million for arranging $125 million
    in junior debt for Newcoal.

         We were disturbed to learn that in your letter of
    September 21, 2004, you announced that you will be taking the
    $3.75 million cash fee in stock -- at the offering price to
    Noteholders, which is approximately 22% of the current market
    price of approximately $16.75 million.  Accordingly, the Ad
    Hoc Committee and WLR Coal will be providing itself with an
    illegal windfall of approximately $13 million at the expense
    of its fellow Noteholders in violation of the Plan.

         Your conduct is particularly egregious in light of the
    fact that all subscriptions for the rights offerings were due
    on September 22 and Rescission Notices are due by 5:00 p.m.
    today.

         We do not intend to rescind our subscription. However,
    please be advised that we reserve all rights to pursue any and
    all legal and other remedies relating to this matter.
    Moreover, in light of the fact that the value of the stock
    issued to WLR Coal and the Ad Hoc Committee is vastly below
    market, we will seek disgorgement of any post-closing value
    from the appreciation of these shares that rightly belongs to
    the entire body of Noteholders.

         In that respect, we join with Third Point Management
    Company LLC in indicating our dissatisfaction with your
    evident self-dealing and failure to act in a fiduciary
    capacity with respect to your fellow Noteholders and future
    shareholders.  We urge all other Noteholders to join with us
    in doing so.

                                            By:
                                            Barry Rosenstein
                                            Managing Partner
                                            Marc Lehman, Partner
                                            JANA Partners LLC

Headquartered in Ashland, Kentucky, Horizon Natural Resources
(f/k/a AEI Resources Holding, is one of the United States' largest
producers of steam (bituminous) coal.  The Company filed for
chapter 11 protection on February 28, 2002 (Bankr. E.D. Ky. Case
No. 02-14261).  Ronald E. Gold, Esq., at Frost Brown Todd LLC,
represents the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed over
$100 million in total assets and total debts.


HOUSTON EXPLORATION: Moody's Affirms Low-B Ratings
--------------------------------------------------
With a stable outlook, Moody's affirmed the Ba3 senior implied
rating and B2 note ratings for The Houston Exploration Company
following the company's announcement of two acquisitions of
shallow water Gulf of Mexico properties.  The mostly debt funded
acquisitions of a total of 13.2 mmboe of proved reserves (3,600
boe/d of production) for approximately $145 million represents a
full price of $39,545 paid per daily unit of production and $10.98
per boe of proved reserves before development and plugging and
abandonment -- P&A -- costs.

The ratings affirmation considers that although Houston
Exploration is utilizing approximately $120 million of debt to
acquire the properties and bringing leverage (debt/PD reserves) to
$4.33/boe from Q2'04 levels of $3.40/boe, management has a long
track record of following through on reducing debt.  After the
debt funded acquisition of the Transworld assets acquired in
September 2003 (similar to the properties being acquired at this
time), Houston Exploration quickly brought pro forma leverage
(debt/PD reserves) from $4.13/boe to $2.94/boe within two quarters
by repaying about $80 million of debt.  Houston Exploration also
aggressively reduced leverage subsequent to the partially debt
funded buyout of a little more than half of the KeySpan owned
stock in May 2004.  That transaction consisted of $106 million of
additional borrowings and contributing approximately 10 mmboe of
Appalachian reserves, bringing pro forma leverage to over
$4.80/boe.  However, by August 2004, leverage had come down to
$3.17/boe with almost $120 million of bank debt being repaid
during that time.

However, retention of the stable outlook will continue to depend
on the company's ability to reduce leverage from its currently
high $4.33/boe pro forma for the acquisitions to within $3.50/boe
over the next six to twelve months given the company's very short
PD reserve life of 4.2 years, inclusive of the acquired
properties.  Somewhat mitigating the short PD reserve life is
management's track record of reserve replacement which has
consistently been over 100% as well as the cash flow outlook,
which is supportive of fairly quick debt reduction.  Moody's notes
however, that with money expected to be spent for drilling the new
properties, debt reduction may occur a bit slower than THX's very
rapid historic pace.

Though the acquired properties appear to have a much longer
reserve life than Houston Exploration's existing production base,
Moody's notes that the PD reserve life of these properties is
currently 5.4 years and is even shorter on a PDP basis.  Upon
Houston Exploration's success in ramping up production, Moody's
expects the PD reserve life to fall closer to Houston
Exploration's overall PD reserve life of around 4 years, which is
in line with most shallow water GOM properties.

The outlook also relies on future acquisitions of scale being
amply equity funded.  Given the removal of most of the KeySpan
overhang regarding a limited ability to issue equity as currency
for growth opportunities, the outlook anticipates that future
acquisitions, particularly as the company continues its pursuit of
making a significant expansion into a new core area in an effort
to add more durability to the production base, will be largely
funded with equity.

The outlook could face pressure if year-end results indicate that
capital productivity has not improved based on organic reserve and
production growth during 2004 and that finding and development
costs of reserve additions during the year have not improved from
the $12.96/boe in 2003.

The outlook would be pressured if:

     (i) funded debt does not decrease and leverage does not move
         to within $3.50/boe or below to prepare it for the next
         round of acquisitions within the next two or three
         quarters;

    (ii) the company pursues debt funded acquisitions, especially
         if they are not viewed to strengthen the production base
         and materially lengthen Houston Exploration's short PD
         reserve life; or

   (iii) if additional debt is used to fund the buyback of the
         remaining KeySpan held stock, placing additional pressure
         on the company's short lived production base.

A positive outlook or ratings upgrade, though unlikely in the
near-term, would require:

     (i) disproportionately low leverage given the short reserve
         PD reserve life and its high finding and development
         costs; or

    (ii) future acquisitions largely funded with equity that add
         sufficient scale and diversity to Houston Exploration's
         production base and materially lengthen the company's PD
         reserve life.

With a stable outlook, Moody's affirmed these ratings for Houston
Exploration's:

   * Affirmed at B2  -- Houston's $175 million senior subordinated
                        notes due 2013.

   * Affirmed at Ba3 -- Houston's senior implied rating.

   * Affirmed at Ba3 -- Houston's Unsecured Issuer Rating.

Given the location of the acquired properties and its experience
within the GOM, Houston Exploration should be able to realize some
synergies that will improve the economics of the transactions.
However, initially Houston Exploration will is paying about
$11.02 per boe of proved reserves, when factoring in approximately
$93.3 million of development capital and P&A costs, the fully
loaded price per boe of reserves rises to about $18/boe.  However,
mitigating the price risk and ensuring returns and capital
protection, Houston Exploration hedged essentially the entire
acquired production through the next three years, in the form of
swaps and costless collars at prices ranging from $5.00 mmbtu/d to
$6.59 mmbtu/d.

The properties being acquired are being done in two separate
transactions.  The smaller acquisition is 2.6 mmboe of proved
reserves from BP and is expected to close be the end of September
for a purchase price of $31.5 million.  Acquired production is 830
boe/d located in two fields in water depths of 130' and 200'.  The
price per boe of proved reserve is $11.82/boe fully loaded for
development and plugging and abandonment -- P&A -- costs.

The larger acquisition is 10.5 mmboe being purchased from Orca
Energy, L.P. for approximately $10.81/boe fully loaded for
development and P&A costs.  Current production is 2,800/boe/d from
12 fields, most of which is very close to existing Houston
Exploration reserves and offer the company synergies and
exploitation opportunities on what appears to be underdeveloped
properties.

Houston Exploration's ratings remained restrained by:

     (i) the company's very short PD reserve life of just over 4
         years, and even shorter still PDP reserve life;

    (ii) high leverage pro forma for the acquisitions;

   (iii) high full cycle costs due to quite high finding and
         development -- F&D -- costs; and

    (iv) a fairly high percentage of proved undeveloped -- PUD --
         reserves and proved non-producing -- PDNP -- reserves
         with significant capital and attendant risk with
         converting them to PD reserves.

The ratings are supported by:

     (i) the company's favorable annual production trends achieved
         with conservative leverage aided by up-cycle cash flows;

    (ii) a large percentage of operated properties;

   (iii) solid liquidity even after drawing under its revolver for
         the exchange transaction; and

    (iv) its enhanced ability to issue equity for future
         acquisitions.

The Houston Exploration Company is headquartered in Houston,
Texas.


IMPAC SECURED: S&P Cuts Rating on Class B Series 2001-6 to BB
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 18
classes of mortgage pass-through certificates from 11 series
issued by Impac Secured Assets Corp.  Concurrently, the rating on
class B from series 2001-6 is lowered to 'BB' from 'BBB'.  In
addition, ratings are affirmed on 112 classes from 21 transactions
from the same issuer.

The raised ratings reflect:

   -- Credit support percentages that are at least 1.79x the loss
      coverage levels associated with the raised ratings;

   -- Monthly excess interest that has generally been sufficient
      to cover net losses, thereby preserving
      overcollateralization;

   -- Cumulative realized losses, as a percentage of original pool
      balance, that are not greater than 0.69%;

   -- Most transactions have paid down to less than 25% of their
      original pool balances, with the remaining senior-
      certificate balances having less 16% of their initial size;
      and

   -- At least 33 months of seasoning.

The increased credit support percentages resulted from the
shifting interest, senior subordination structure of the
securitizations, which was further influenced by significant
principal prepayments.  In addition, the growth of credit support
was further enhanced by overcollateralization, with the exception
of series 1983-3 and 2001-8, which are supported solely by
subordination. Lastly, failing delinquency triggers prohibit the
securities from stepping down their credit support.

The lowered rating reflects:

   -- Realized losses during the most recent six months, which
      have exceeded excess interest cash flow by an average of at
      least 3.5x;

   -- At least 60% of the cumulative realized losses ($1,367,738)
      occurred during the most recent six months, thereby,
      adversely affecting credit support;

   -- An overcollateralization amount of only $309,202, resulting
      in a potential principal write-down to class B within the
      next 12 months; and

   -- Serious delinquencies (90-plus days, foreclosure, and REO)
      of 10.91%.

Standard & Poor's reviewed the results of stress cash flow runs
for the securitization and determined that the remaining credit
support for the class was not consistent with the prior rating.
Standard & Poor's will continue to monitor the performance of the
transaction to ensure that the rating assigned to the certificate
accurately reflects the risks associated with the security.

The affirmations reflect sufficient levels of credit support to
maintain the assigned ratings.

As of the August 2004 distribution date, transactions with at
least 12 months of seasoning had serious delinquencies ranging
between 0.85% (series 2003-3) and 19.94% (series 2000-4).
Cumulative realized losses ranged between 0.00% (series 2003-3)
and 0.69% (series 2000-5 and 2001-3).

Credit support for the majority of the transactions is provided by
a combination of subordination, excess interest, and
overcollateralization.

The collateral consists of 30-year fixed-rate, first-lien mortgage
loans secured by one- to four-family residential properties.

                         Ratings Raised

                   Impac Secured Assets Corp.
                    Mortgage pass-thru certs

                                      Rating
                Series     Class     To     From
                ------     -----     --     ----
                1998-3     M-2       AAA    AA+
                1998-3     M-3       AA+    A
                2000-4     M-1       AAA    AA
                2000-4     M-2       AA+    A
                2000-5     M-1       AAA    AA
                2000-5     M-2       AA-    A
                2001-1     M-1       AAA    AA
                2001-1     M-2       A+     A
                2001-2     M-1       AA+    AA
                2001-3     M-1       AAA    AA
                2001-3     M-2       AA-    A
                2001-4     M-1       AAA    AA
                2001-4     M-2       AA     A
                2001-5     M-1       AAA    AA
                2001-5     M-2       A+     A
                2001-6     M-1       AA+    AA
                2001-7     M-1       AA+    AA
                2001-8     M-1       AA+    AA

                         Rating Lowered

                   Impac Secured Assets Corp.
                    Mortgage pass-thru certs

                                      Rating
                Series     Class     To     From
                ------     -----     --     ----
                2001-6     B         BB     BBB

                        Ratings Affirmed

                   Impac Secured Assets Corp.
                    Mortgage pass-thru certs

    Series     Class                                 Rating
    ------     -----                                 ------
    1998-3     A-1,A-2,A-3,M-1                       AAA
    1999-2     A-6,A-7,A-8,A-9                       AAA
    2000-1     A-7,A-8,A-9,A-10,A-11                 AAA
    2000-3     A-10,A-11,A-12,A-13,A-14              AAA
    2000-4     A-4                                   AAA
    2000-4     B                                     BBB
    2000-5     A-4,A-5,A-6,A-7,A-IO-2                AAA
    2000-5     B                                     BBB
    2001-1     A-1,A-2                               AAA
    2001-1     B                                     BBB
    2001-2     A-4,A-5                               AAA
    2001-2     M-2                                   A
    2001-2     B                                     BBB
    2001-3     A-1,A-2                               AAA
    2001-3     B                                     BBB
    2001-4     A-I-4*,A-I-5,A-II-3                   AAA
    2001-4     B                                     BBB
    2001-5     A-I-5,A-II                            AAA
    2001-5     B                                     BBB
    2001-6     A-I-5,A-II                            AAA
    2001-7     A-I-4,A-II                            AAA
    2001-7     M-2                                   A
    2001-7     B                                     BBB
    2001-8     A-1,A-3,A-4,A-5,A-6*,A-7,A-IO,A-PO    AAA
    2001-8     M-2                                   A
    2001-8     M-3                                   BBB
    2002-1     A-I-5,A-I-6,A-II                      AAA
    2002-1     M-1                                   AA
    2002-1     M-2                                   A
    2002-1     B                                     BBB
    2002-2     A-2,A-3,A-6,A-IO,A-PO                 AAA
    2002-2     M-1                                   AA
    2002-2     M-2                                   A
    2002-2     M-3                                   BBB
    2002-2     B-1                                   BB
    2002-2     B-2                                   B
    2002-3     A-3,A-4,A-IO                          AAA
    2002-3     M-1                                   AA
    2002-3     M-2                                   A
    2002-3     B                                     BBB
    2003-1     A-1,A-IO                              AAA
    2003-1     M-1                                   AA
    2003-1     M-2                                   A
    2003-1     B                                     BBB+
    2003-2     A-1,A-2,A-3,A-4,A-IO,A-PO             AAA
    2003-2     M-1                                   AA
    2003-2     M-2                                   A+
    2003-2     M-3                                   BBB+
    2003-2     B-1                                   BB
    2003-2     B-2                                   B
    2003-3     A-1,A-IO                              AAA
    2003-3     M-1                                   AA
    2003-3     M-2                                   A
    2003-3     B                                     BBB
    2004-1     A-1,A-2,A-3,A-4,A-5,A-6,A-IO          AAA
    2004-1     M-1                                   AA
    2004-1     M-2                                   A
    2004-1     M-3                                   BBB


JARDEN CORP: Moody's Reviewing Low-B Ratings & May Downgrade
------------------------------------------------------------
Moody's Investors Service placed the ratings of Jarden Corporation
under review for possible downgrade.  Ratings placed under review
are as follows:

   * Senior implied rating, Ba3;

   * $70 million senior secured revolving credit facility due
     2007, rated Ba3;

   * $50 million senior secured term loan A due 2007, rated Ba3;

   * $150 million senior secured term loan B due 2008, rated Ba3;

   * $100 million add-on term loan B due 2008, rated Ba3;

   * $180 million 9-3/4% senior subordinated notes due 2012, rated
     B2;

   * Senior unsecured issuer rating, rated B1

The review is triggered by Jarden's announcement on September 20
that it would acquire American Household, Inc for $745.6 million,
plus the assumption of indebtedness.  American Household is the
parent of The Coleman Company, Inc., and Sunbeam Products, Inc.
This acquisition is the largest undertaken by Jarden to date.  It
will constitute a considerable increase in Jarden's business scale
and product offering.  The combined revenue of the two companies
will be an annualized run rate of approximately $2.6 billion
compared to Jarden's current annualized revenues of approximately
$900 million.  The businesses being acquired represent a
diversification into new product lines.  Although a new investor,
Warburg Pincus, will provide $350 million in equity to Jarden, the
company is expected to significantly increase its debt to fund the
balance.  The transaction is expected to close in early 2005
subject to Hart-Scott-Rodino approval and other closing
conditions.

The review will focus on:

   (1) the financing structure of the transaction;

   (2) the impact of the acquisition on margins, leverage, and
       debt protection; and

   (3) managements' strategy and the risk involved in the
       integration of the acquired companies into Jarden's
       existing portfolio of brands.

Headquartered in Rye, New York, Jarden Corporation is a provider
of niche, branded household consumer products.  In North America,
Jarden is the market leader in several targeted categories,
including playing cards, cordage, home canning, branded retail
plastic cutlery, kitchen matches, toothpicks, and home vacuum
packaging.  Jarden also is the largest producer of zinc strip in
the US, and sole source supplier of copper plated zinc penny
blanks to both the U.S. and Canadian Mint.  The company's reported
revenues were approximately $587 million for the fiscal year ended
December 2003.


KAISER ALUMINUM: Has Until October 25 to File Reorganization Plan
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
Kaiser Aluminum's exclusive period to file a plan of
reorganization until Oct. 25, 2004.  The Court's decision came
during the regularly scheduled monthly hearing and applies to all
of the Kaiser debtor entities.

As reported in the Troubled Company Reporter on August 25, 2004,
the Debtors asked the United States Bankruptcy Court for the
District of Delaware to extend their exclusive periods to file and
solicit acceptances of a reorganization plan so they may continue
ongoing efforts to resolve various restructuring issues.
Specifically, the Debtors want their Exclusive Filing Period
extended through and including October 31, 2004, and their
Exclusive Solicitation Period through and including December 31,
2004.

            Creditors Committee and U.S. Bank Object

The Official Committee of Unsecured Creditors note that after two
years of exclusivity and (a) the closing of the sale of
substantially all of the assets for the estates of Alpart Jamaica,
Inc., and Kaiser Jamaica Corporation, (b) the approval of the sale
of Kaiser Bauxite Corporation's assets and (c) the upcoming sale
of Kaiser Alumina Australia Corporation's assets, the unsecured
creditors of the four estates and the Kaiser Finance Corporation
estate should have the opportunity to propose reorganization plans
after September 30, 2004 -- if the Debtors do not file a
reorganization plan in form and substance that is acceptable to
the Creditors Committee for the five estates by September 30.

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


KMART CORP: Wal-Mart Insists on Using DDR Premises as It Pleases
----------------------------------------------------------------
DDR MDT Midway Marketplace, LLC, is the successor-in-interest to
JRC Midway Limited Partnership in an October 10, 1994 Lease with
the Debtors for premises located at the Midway Marketplace
Shopping Center in St. Paul, Minnesota.  The Lease and all other
leases for property in the Shopping Center are subject to a
Reciprocal Easement Agreement.

Robert S. Markin, Esq., at Piper Rudnick, LLP, relates that both
the Lease and the Reciprocal Easement Agreement prohibited the
Debtors from using:

   (a) the leased premises to sell any fresh baked goods or
       perishable fresh or frozen meat, fish, poultry, produce
       and dairy products; and

   (b) more than 7500 Gross Square Feet and more than 10% of the
       lineal feet of shelving in the store for the sale of off-
       -site consumption of food, fruit, vegetables, dairy
       products, cookies, candy, groceries, produce, bakery
       products, meats, or delicatessen products and
       miscellaneous goods.

On April 15, 2003, the Court authorized the Debtors to assume and
assign to Wal-Mart Corporation their interest in the Lease and the
Reciprocal Easement Agreement.  In the Lease Assignment Agreement
attached to the April 15 Order, Wal-Mart agreed to "keep, perform,
fulfill or cause to be performed all of the terms, covenants,
conditions and obligations contained in the Lease. . . ."

Furthermore, the April 15 Order explicitly states that Wal-Mart is
authorized to use the property for any use permitted under the
terms of the Lease.

According to Mr. Markin, Wal-Mart has been selling food products
in the leased premises since May 19, 2004, in violation of the
Lease and the Reciprocal Easement Agreement.

DDR demanded that Wal-Mart cease and desist the sale of food
products, however, Wal-Mart refused.  Wal-Mart contends that its
"typical operations" include the sale of food products, and that
the April 15 Order eviscerated any otherwise applicable provisions
of the Lease and the Reciprocal Easement Agreement by stating
generally that the "shopping center provisions" of the Bankruptcy
Code were satisfied "in connection with the assumption and
assignment of the Real Property Lease and each respective
Purchaser's use of the premises in a manner consistent with its
typical retail operations."

Mr. Markin notes that the "shopping center" provision of the
Bankruptcy Code authorizes the assumption and assignment of a
shopping center lease only, inter alia, when the assignment is
subject to the use restrictions contained in the lease and related
documents.  Mr. Markin asserts that the April 15 Order did not
eliminate the use restrictions in the Lease and the Reciprocal
Easement Agreement relating to the sale of food products at the
leased premises.  Moreover, the Court had no authority, at least
based on the limited record before it, to authorize elimination of
those provisions.

Accordingly, DDR asks the Court to clarify that the April 15
Order did not and could not eliminate use restrictions contained
in the Lease and the Reciprocal Easement Agreement applicable to
the Shopping Center, both of which have been assigned to
Wal-Mart.

                         Wal-Mart Objects

On Wal-Mart's behalf, Douglas J. Lipke, Esq., at Vedder, Price,
Kaufman & Kammholz, P.C., in Chicago, Illinois, asserts that:

   (a) The April 15 Order unambiguously authorizes Wal-Mart to
       use the leased premises in a manner consistent with its
       "typical retail operations" and bars DDR from objecting to
       Wal-Mart's use of the leased premises in a manner
       consistent with its "typical retail operations";

   (b) The April 15 Order is final and non-appealable.
       Accordingly, DDR's attempt to revisit issues in connection
       with the April 15 Order is barred by res judicata;

   (c) Even if DDR timely objected to the adequate assurance
       language of the April 15 Order, which it did not, the
       restrictions in the Lease are also ipso facto anti-
       assignment clauses and are invalid pursuant to Section
       365(f) of the Bankruptcy Code; and

   (d) The equities of the case support denial of DDR's request
       because the Debtors and Wal-Mart will be unfairly
       prejudiced by any modification of the April 15 Order.

Accordingly, Wal-Mart asks the Court to deny DDR's Request.

                     Debtors Take No Position

The Court heard oral argument on the DDR and Wal-Mart dispute on
August 31, 2004.  At the hearing, the Court sua sponte questioned
its jurisdiction to adjudicate DDR's Request and asked the parties
to provide further briefing with respect to:

   (a) whether the Court requires post-confirmation jurisdiction
       to clarify a pre-confirmation order when the dispute at
       issue involves two non-debtor parties; and

   (b) what effect, if any, the resolution of DDR's Request might
       have on the Debtors' estates or on distributions to their
       creditors.

Andrew N. Goldman, Esq., at Wilmer, Cutler, Pickering, Hale and
Dorr, LLP, in New York, tells Judge Sonderby that two pending
adversary proceedings before the Court -- Kmart Corp. v. Gator
Daytona Productions, Ltd., et al. and Kmart Corp. v. Harvard Real
Estate-Alston, Inc. -- highlight the distinction between the DDR
dispute and the post-confirmation case involving the enforcement
of substantive rights under the Bankruptcy Code.

Both the Gator and Harvard lawsuits were brought by Kmart in which
Kmart itself seeks to protect its substantive bankruptcy law
rights and to preserve its property for its creditors' benefit.
While the Gator and Harvard lawsuits were both filed post-
confirmation, they involve the enforcement and interpretation of
pre-confirmation Court orders entered in indisputably core
matters, i.e., motions by Kmart, as debtor, to assume leases under
Section 365 of the Bankruptcy Code.  Because the lawsuits concern
the enforcement, and thus preservation, of substantive rights
granted to debtors under the Bankruptcy Code, the Gator and
Harvard cases are similar to the many reported decisions involving
a debtor that returns to the Bankruptcy Court after receiving its
discharge to enjoin a creditor from taking action in state court
on a discharged debt.  These decisions uniformly recognize the
continuing jurisdiction of bankruptcy courts over core matters
involving a debtor.  Thus, not only is the Court's exercise of
post-confirmation jurisdiction over the Gator and Harvard matters
permissible, it is entirely warranted.

Mr. Goldman notes that the DDR issue involves a dispute between
two non-debtor parties.  Neither DDR nor Wal-Mart originally
sought protection under Section 365, as the Debtors did when they
sought to assume the Lease.  Furthermore, neither DDR nor Wal-
Mart asserted claims against the Debtors or their estates
concerning the matter.  The outcome of the DDR and Wal-Mart's
dispute will not directly affect the value of Kmart's stock
distributed to its creditors.  Thus, there is nothing that would
preclude the Court from abstaining in the exercise of jurisdiction
in favor of an alternative judicial forum.

If either DDR or Wal-Mart were to later assert a claim against the
Debtors as a result of their dispute, then the adjudication of the
claim would fall under the Court's jurisdiction in the same manner
as any other administrative claim.

In this regard, the Debtors take no position on the Court's
exercise of jurisdiction over the pending non-debtor DDR dispute.
However, to the extent that either DDR or Wal-Mart subsequently
brings claims against the Debtors arising from the dispute, then
the Debtors would ask the Court to exercise its jurisdiction to
resolve that controversy.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- is the
nation's  second largest discount retailer and the third largest
merchandise retailer. Kmart Corporation currently operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on
May 6, 2003. John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps,
Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  (Kmart Bankruptcy News, Issue No.
81; Bankruptcy Creditors' Service, Inc., 215/945-7000)


LIFESTREAM TECH: Prevails in Fed. Cir. Appeal of Infringement Case
------------------------------------------------------------------
The U.S. Court of Appeals for the Federal Circuit reversed an
adverse District Court decision against Lifestream Technologies,
Inc., (OTCBB:LFTC) and remanded it back to the District Court for
further proceedings.

Lifestream asserted that a test strip being marketed by Polymer
Technology Systems, Inc., which performed measurements of HDL
cholesterol, infringed a patent owned by Lifestream.  The U.S.
District Court for the District of Idaho ruled that Polymer's test
strips did not infringe that patent.  The Court of Appeals
reversed the District Court's ruling in Lifestream's favor and
remanded the matter back to the District Court.

"We are pleased the Court of Appeals overturned the District Court
decision.  We believe that our HDL patent has significant value,"
stated Lifestream's President and CEO, Christopher Maus.  "In an
effort to bring this matter to a conclusion, we have entered into
a Letter of Intent with Polymer to come to an agreement to resolve
this matter through a licensing arrangement and provide adequate
protection of Lifestream's proprietary rights.  Ending this costly
litigation will allow us to better focus our resources on
developing and expanding product awareness."

                 About Lifestream Technologies

Lifestream Technologies, Inc., a Nevada corporation headquartered
in Post Falls, Idaho, is a marketer of a proprietary total
cholesterol measuring device for at-home use by health conscious
consumers and at-risk medical patients.

The Company's product line aids the health conscious consumer in
monitoring their risk of heart disease.  By regularly testing
cholesterol at home, individuals can monitor the benefits of their
diet, exercise and drug therapy programs.  Monitoring these
benefits can support the physician and the individual's efforts to
improve compliance.  Lifestream's products also integrate a smart
card reader further supporting compliance by storing test results
on an individual's personal health card for future retrieval,
trend analysis and assessment.

                         *     *     *

                       Going Concern Doubt

In its Form 10-QSB for the quarter period ended March 31, 2004,
filed with the Securities and Exchange Commission, Lifestream
Technologies reported substantial operating and net losses, as
well as negative operating cash flow, since its inception.  As a
result, the Company continued to have significant working capital
and stockholders' deficits at June 30, 2003.  In recognition of
such, the Company's independent certified public accountants
included an explanatory paragraph in their report on the Company's
consolidated financial statements for the fiscal year ended
June 30, 2003, that expressed substantial doubt regarding the
Company's ability to continue as a going concern.

The Company will continue to require additional financing to fund
its longer-term operating needs, including its continued
conducting of those marketing activities it deems critical to
building broad public awareness of, and demand for, its current
consumer device.  The amount of additional funding needed to
support it until that point in time at which it forecasts that its
business will become self-sustaining from internally generated
cash flow is highly dependent upon the ability to continue
conducting marketing activities and the success of these campaigns
on increasing awareness to consumers and pharmacists.


MADHAV HOTELS INC: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Madhav Hotels, Inc.
        308 De Maree Drive
        Madison, Indiana 47250

Bankruptcy Case No.: 04-93361

Chapter 11 Petition Date: September 21, 2004

Court: Southern District of Indiana (New Albany)

Judge: Basil H. Lorch III

Debtor's Counsel: Mark J. Sandlin, Esq.
                  Morgan & Pottinger
                  601 West Main Street
                  Louisville, Kentucky 40202
                  Tel: 502-589-2780

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 6 largest unsecured creditors:

    Entity                                Claim Amount
    ------                                ------------
PMC Commercial Trust                        $1,123,600
1811 Preston Road, Suite 600
Dallas, Texas 75252

MBNA                                           $30,000
PO Box 15021
Wilmington, Delaware 19850

Citibank                                        $9,000

Discover                                        $8,000

American Express                                $6,000

Citibank                                        $1,000


MID OCEAN CBO: Moody's Cuts $12.5M Class B-1 Notes' Rating to B2
----------------------------------------------------------------
Moody's Investors Service lowered the ratings of three classes of
notes issued by Mid Ocean CBO 2000-1 Ltd.:

   (1) the U.S. $240,000,000 Class A-1L Floating Rate Notes Due
       January 2036, rating lowered to Aa1;

   (2) the U.S. $15,000,000 Class A-2L Floating Rate Notes Due
       January 2036 and U.S. $16,500,000 Class A-2 7.7254% Notes
       Due January 2036, rating lowered to Baa1; and

   (3) the U.S. $12,500,000 Class B-1 6.9889% Notes Due January
       2036, rating lowered to B2.

All three classes of notes were under review for downgrade prior
to today's rating action.  Moody's also indicated that all three
classes of Notes remain under review for possible downgrade.  The
CBO is secured by a pool of asset backed securities and closed in
January of 2001.

According to Moody's, its rating action is the result of
continuing deterioration in collateral quality.  Moody's noted
that as of the latest available report on the transaction, the
weighted average rating factor of the collateral pool is in
violation at 1528 (350 limit), and the percentage of collateral
rated Ba1or below is about 28% (5% maximum).

Issuer: Mid Ocean CBO 2000-1 Ltd.

Rating Action: Rating Lowered

Class Description: U.S. $240,000,000 Class A-1L Floating Rate
                   Notes Due January 2036

Prior Rating:      Aaa (under review for downgrade)

Current Rating:    Aa1 (under review for downgrade)

Class Description: U.S. $15,000,000 Class A-2L Floating Rate Notes
                   Due January 2036 and U.S. $16,500,000 Class A-2
                   7.7254% Notes Due January 2036

Prior Rating:      A1 (under review for downgrade)

Current Rating:    Baa1 (under review for downgrade)

Class Description: U.S. $12,500,000 Class B-1 6.9889% Notes Due
                   January 2036

Prior Rating:      Ba1 (under review for downgrade)

Current Rating:    B2 (under review for downgrade)


MIRANT CORPORATION: Ninth Circuit Dismisses Snohomish Lawsuit
-------------------------------------------------------------
Before the Petition Date, Public Utility District No. 1 of
Snohomish County, Washington, filed a lawsuit before the United
States District Court for the Southern District of California
against Mirant Corporation and other generators and traders of
wholesale electricity for violations of California state antitrust
and consumer protection laws.  Snohomish charges that the
defendants manipulated the market during the California Energy
Crisis of 2000 and 2001 and restricted electricity supplies to
cause artificially high prices in the market from which Snohomish
purchased power.  Snohomish seeks treble damages and injunctive
relief.

Snohomish is a utility providing electricity to consumers in
Washington state.

The other defendants are:

   * Dynegy Power Marketing, Inc.,
   * Reliant Energy Services, Inc.,
   * Sempra Energy Trading Corp.,
   * Sempra Energy Resources,
   * William Energy Marketing & Trading Company,
   * Powerex Corporation,
   * Xcel Energy, Inc.,
   * NRG Energy, Inc.,
   * Cabrillo Power I, LLC,
   * Cabrillo Power II, LLC,
   * El Segundo Power, LLC,
   * Long Beach Generation, LLC,
   * PG&E Energy Trading Holding Corporation, and
   * Duke Energy Trading and Marketing, LLC

The Defendants vigorously defended the Snohomish Action.  On
January 6, 2003, the District Court dismissed the Complaint.  The
District Court held that Snohomish's claims were preempted by
federal law, which authorizes the Federal Energy Regulatory
Commission to set wholesale electricity rates.

Snohomish brought the issue before the United States Court of
Appeals for the Ninth Circuit for review.  Snohomish argues that
the FERC's policy of setting rates in accordance with market
forces amounts to an abdication of rate making.  Snohomish asserts
that the preemption doctrines, upon which the District Court
relied, should not apply when market-based rates are involved
because the market, and not the FERC, is determining the rates.

The Ninth Circuit sees the other way.  Chief Judge Mary M.
Schroeder and Circuit Judges William C. Canby, Jr. and Richard C.
Tallman agree with the District Court that granting Snohomish's
request would interfere with the FERC's exclusive jurisdiction
over the regulation of interstate wholesale energy rates.

Chief Judge Schroeder explains that the FERC approved tariffs that
governed the California wholesale electricity markets.  Therefore,
if the prices in those markets were not just and reasonable or if
the defendants sold electricity in violation of the filed tariffs,
Snohomish's only option is to seek a remedy before the FERC.

Accordingly, the Ninth Circuit affirms the District Court's order
dismissing Snohomish's claims for lack of jurisdiction.

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: Reducing NO Emissions in D.C. Region by 65%
--------------------------------------------------------
Mirant Corporation (Pink Sheets: MIRKQ) signed an agreement
enabling it to reduce nitrogen oxide emissions from its four
Mid-Atlantic plants by approximately 65 percent over seven years.
These reductions would improve air quality for over five million
residents in the nation's capital, Maryland and Northern Virginia.

The emission reduction target is achievable through an agreement
between Mirant, U.S. Department of Justice, U.S. Environmental
Protection Agency, Maryland's Department of the Environment, and
Virginia's Department of Environmental Quality.  The agreement is
subject to approval by the U.S. District Court for the Eastern
District of Virginia and the U.S. Bankruptcy Court for the
Northern District of Texas.

"Our agreement enables Mirant to significantly reduce emissions
while providing the necessary flexibility to invest capital in the
most efficient manner," said Lisa D. Johnson, president of
Mirant's Mid-Atlantic and Northeast businesses.  "Originally, what
began as an effort by Mirant and government agencies to address
emissions at only our Potomac River plant in Alexandria, Virginia,
culminated in a creative solution involving all four of our plants
in Maryland and Virginia, and benefiting the entire Washington,
D.C. region."

Mirant will install state-of-the art emission control equipment at
the plants.  In addition, Mirant will address specific concerns of
the Alexandria community by installing equipment and technology to
prevent dust and other particulate matter from leaving the Potomac
River plant site.

Mirant operates four power plants in the Mid-Atlantic region
(three in Maryland and one in Northern Virginia) with a total
generating capacity of more than 5,200 megawatts, enough
electricity to light five million homes.  In addition, the company
is involved in numerous activities to restore oyster and fish
populations in the Chesapeake Bay.

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.


NAVITRAK INTERNATIONAL: Reconstitutes Board Of Directors
--------------------------------------------------------
Navitrak International Corporation (NEX: NV.H) appointed Messrs
Joel Strickland and Ian Grant to its board of directors.

Navitrak International also reported the resignation of Messrs
John Gillberry and Stephen Dembroski from the board of directors.
Mr. Dembroski has been a director since March 1, 2001 and
Mr. Gillberry was most recently appointed as a director on
November 11, 2003.

Anthony Meyer, the Chairman of the board of directors of Navitrak
International, stated "On behalf of the directors and management
of Navitrak International we would like to thank John and Stephen
for their contribution to Navitrak International during their
respective tenures as directors.  We welcome Joel and Ian to the
board of directors and thank them for their willingness to help
guide Navitrak International toward the completion of the
previously announced sale of all of the operating assets of
Navitrak International to Blackstone Holdings Corporation, a
private Nevada corporation."

Mr. Strickland is the Chief Executive Officer of Navitrak
International.

Mr. Grant is a private investor and is a shareholder and holder of
secured convertible debentures of Navitrak International.

Navitrak International sells systems used by airborne, marine and
ground personnel, including unmanned vehicles, typically engaged
in law enforcement, military, firefighting and search and rescue
missions or resource and utility services.  Specific mission
profiles include incident or emergency response or surveillance
activities.  The system provides tools for end-to-end mission
management; covering planning through to post mission analysis and
including a suite of sophisticated GIS tools.  The digital map
based system integrates with a range of real time sensors,
including sophisticated gimbal camera systems with EO/IR payloads
to provide superior spatial information about extended targets, as
well as the asset upon which the system is installed.  Upon
completion of the proposed transaction, Blackstone will carry on
the business currently conducted by Navitrak International.

Navitrak International sells Active Maps and Map Activated EO/IR
Turret Control systems used by airborne, marine and ground
personnel, including unmanned vehicles, typically engaged in law
enforcement, military, firefighting and search and rescue missions
or resource and utility services.  Specific mission profiles
include incident or emergency response or surveillance activities.
The system provides tools for end-to-end mission management;
covering planning through to post mission analysis and including a
suite of sophisticated GIS tools.  The digital Active Map based
system integrates with a range of real time sensors, including
sophisticated gimbal camera systems with EO/IR payloads to provide
superior spatial information about extended targets, as well as
the asset upon which the system is installed. Upon completion of
the transaction, Blackstone will carry on the business currently
conducted by Navitrak International.

At June 30, 2004, Navitrak International Corp.'s balance sheet
shows a deficit of CN$3,585,185 as compared to a deficit of
CN$2,570,590 at December 31, 2003


NEWPOWER HOLDINGS: Interim Distribution Takes Effect
----------------------------------------------------
NewPower Holdings, Inc. (OTC Pink Sheets: NWPW) reported that the
order by the United States Bankruptcy Court for the Northern
District of Georgia, Newnan Division of an interim distribution of
liquidation proceeds equal to fifty nine cents ($0.59) per share
to registered holders of the Company's common stock became
effective yesterday, Sept. 28, 2004.

In the case of outstanding warrants or options for common stock of
the Company, with exercise prices of $0.05 per share, the holders
who are eligible under the order to exercise these warrants or
options to become shareholders of record and participate in the
interim distribution and elect to exercise warrants or options on
a cashless basis, the amount of the interim distribution is fifty
four cents ($0.54) per share of common stock of the Company.  The
Bankruptcy Court issued an order approving the interim
distribution on September 17, 2004, subject to the mandatory
objection period that has expired.

The interim distribution will be paid approximately October 18,
2004 to registered holders of record of the Company's common stock
as of October 8, 2004.

Headquartered in Purchase, New York, NewPower Holdings, Inc.,
through its subsidiary, The New Power Company, is the first
national provider of electricity and natural gas to residential
and small commercial customers in the United States.  The Company
offers consumers in restructured retail energy markets competitive
energy prices, pricing choices, improved customer service and
other innovative products, services and incentives.

The Company filed for chapter 11 protection on June 11, 2002
(Bankr. N.D. Ga. 02-10836).  Paul K. Ferdinands, Esq., at King &
Spalding and William M. Goldman, Esq., at Sidley Austin Brown &
Wood LLP represent the Debtors.  When the Debtors filed for
chapter 11 protection, it reported asset amounting to $231,837,000
and debts at $87,936,000.

On August 15, 2003, the United States Bankruptcy Court for the
Northern District of Georgia, Newnan Division confirmed the Second
Amended Chapter 11 Plan with respect to NewPower Holdings, Inc.
and TNPC Holdings, Inc., a wholly owned subsidiary of the Company.
On February 28, 2003, the Bankruptcy Court previously confirmed
the Plan, and the Plan has been effective as of March 11, 2003,
with respect to The New Power Company, a wholly owned subsidiary
of the Company.  The Plan became effective on October 9, 2003 with
respect to the Company and TNPC.


NEXTEL COMMS: Purchases 5.6MM Nextel Partners Shares from Motorola
------------------------------------------------------------------
Nextel Communications, Inc., entered into an agreement with
Motorola, Inc., to purchase 5,576,376 shares of Nextel Partners'
(Nasdaq:NXTP) Class A Common Stock from Motorola.  Under the terms
of the agreement, Nextel has also agreed to purchase from Motorola
6,000,000 shares of Nextel's Class B Common Stock.  The aggregate
purchase price of the share acquisitions is $218.5 million.

"We are very pleased by the win-win nature of this transaction
which provides Motorola with additional liquidity and allows
Nextel to increase its ownership of Partners," said John Chapple,
Nextel Partners' Chairman, CEO and President.  "These transactions
are yet another example of the great partnership that exists
between Partners, Nextel and Motorola."

Upon completion of this transaction, Nextel will hold 84,632,604
shares of Nextel Partners' Class B Common Stock, representing a
32% equity stake in Partners.  Pursuant to the terms of Nextel
Partners' certificate of incorporation, each Class A common share
purchased by Nextel automatically converts into one Class B common
share.  Following this transaction, Motorola will hold 500,000
shares of Nextel Partners' Class A Common Stock and 47,530,768
shares and 29,660,000 shares of Nextel's Class A and Class B
Common Stock, respectively.

                       About Nextel Partners

Nextel Partners, Inc., (Nasdaq:NXTP), based in Kirkland,
Washington, has the exclusive rights to offer the same fully
integrated, digital wireless communications services offered by
Nextel Communications in mid-sized and rural markets in 31 states
where approximately 53 million people reside.  Nextel Partners and
Nextel together offer the largest guaranteed all-digital wireless
network in the country serving 296 of the top 300 U.S. markets.
To learn more about Nextel Partners, visit
http://www.nextelpartners.com/

                   About Nextel Communications

Nextel Communications, a FORTUNE 200 company based in Reston,
Virginia, is a provider of fully integrated wireless
communications services and has built the largest guaranteed all-
digital wireless network in the country covering thousands of
communities across the United States.  Today 95 percent of FORTUNE
500(R) companies are Nextel customers.  Nextel and Nextel
Partners, Inc., currently serve 296 of the top 300 U.S. markets
where approximately 252 million people live or work.

                         *     *     *

As reported in the Troubled Company Reporter on June 28, 2004,
Fitch Ratings has upgraded the ratings on Nextel Communications
Inc.'s senior unsecured notes to 'BB+' from 'BB' and Nextel
Finance Company's senior secured bank facility to 'BBB-' from
'BB+' and Nextel's preferred stock rating to 'BB' from 'BB-'.  In
addition, Fitch has assigned a 'BBB-' rating on Nextel Finance
Company's new five-year $4 billion senior secured revolving credit
facility. The Rating Outlook is Positive.

The rating action reflects Nextel's continued progress in
improving its credit profile by optimizing its capital structure
through the company's proposed $4 billion revolving credit
facility, the $770 million reduction in debt since the end of
2003, and future expectations for balance sheet improvement to
further reduce financial risk.  Moreover, Nextel's strong
operational performance through its differentiated push-to-talk
service, leading to high average revenue per user, low churn, and
solid net additions, underpins management expectations for healthy
free cash flow prospects in 2004 in excess of $1.7 billion.


NORTEL NETWORKS: Names Clent Richardson Chief Marketing Officer
---------------------------------------------------------------
Delivering on the commitment made on August 19, 2004 to elevate
its corporate marketing function to drive overall marketing
strategy and accelerate revenue growth, Nortel Networks
(NYSE:NT)(TSX:NT) appointed Clent Richardson as chief marketing
officer effective October 1, 2004.

Overseeing one of the most prominent telecommunications brands
worldwide, Mr. Richardson, 43, will lead a newly formed global
marketing organization responsible for brand development and
management, online presence, solutions marketing, advertising,
public relations, sponsorships, promotions, community relations,
employee communications and events.  He also will serve on Nortel
Networks global executive management strategy group, reporting
directly to Bill Owens, president and chief executive officer.

"Nortel Networks is at an important inflection point, and we are
focused on driving substantial improvement in our business model
and the way we address customers," Owens said.  "Critical to
taking Nortel Networks to the next level is the addition of world-
class marketing talent and leadership. We need marketing that is
as good as our technology, and elevating Clent Richardson to chief
marketing officer is the pivotal first step toward transforming
Nortel Networks into a marketing-led organization."

"After spending six months at Nortel Networks, Clent knows the
company well, but he retains an outsider's perspective -- honed at
two leading global technology companies known for their marketing
effectiveness -- that will serve Nortel Networks well in the years
ahead."

Richardson brings to Nortel Networks more than 20 years of
international sales and marketing experience with some of the
best-known names in IT, global telecommunications and retailing,
including T-Mobile and Apple Computer.  He joined Nortel Networks
in April 2004 to lead enterprise global marketing, charged with
transforming the company's enterprise business through solutions
marketing and integrated communications strategies.  Richardson
will retain responsibility for the global enterprise marketing
function until a successor is named.

"Nortel Networks is transforming itself from a traditional telecom
player into a marketing-centric services, software and solutions
company," Richardson said.  "The marketing opportunity is to
leverage our outstanding technology, unmatched customer base and
talented worldwide team to tell our story in a whole different way
with the aggressiveness and confidence befitting a leader.  My job
is to be a catalyst, harness renewed passion from our global team,
and drive profitable growth at our competitors' expense."

Richardson joined Nortel Networks from T-Mobile, where he was
chief sales and marketing officer and championed an increasingly
focused customer-centric strategy.  Leading a 1,300-person global
team, he directed the development, deployment and communication of
the new T-Mobile brand.

Previously at Apple Computer, he reported directly to co-founder
Steve Jobs as vice president, worldwide developer relations and
worldwide solutions marketing.  Richardson and his global team
focused on building and strengthening high-touch business
relationships between Apple, its developers and customers.

Earlier in his career, Richardson held the title of senior manager
of evangelism at Apple, where he built and led a worldwide team
managing Apple's global partnerships with Microsoft, Sun, Adobe,
AOL, IBM, Lotus and other industry leaders.

Richardson was also a member of Deutsche Telekom's Global Advanced
Management Program and received additional executive education
directed by the Harvard Business School and the Stanford Graduate
School of Business.

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.com/or
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.


OWENS CORNING: Wants Stroock to File "Adequate" 2019 Statement
--------------------------------------------------------------
Judge Fitzgerald entered an order on August 25, 2004, in the
Chapter 11 cases concerning, among others:

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

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

             Stroock & Stroock Files 2019 Statement

On August 6, 2004, papers were filed on behalf of a group of five
creditors who assert claims as holders of the Debtors' prepetition
bonds and who purport to represent the interest of Bondholders by
calling themselves the "Ad Hoc Committee of Bondholders":

    (1) King Street Capital Management, L.L.C.,
    (2) D.E. Shaw & Co.,
    (3) Harbert Management Corporation,
    (4) Canyon Partners, Inc., and
    (5) Lehman Brothers, Inc.

Stroock & Stroock & Lavan, LLP, counsel for the Ad Hoc Committee,
subsequently filed a Verified Statement pursuant to Rule 2019(a)
of the Federal Rules of Bankruptcy Procedure.

     Stroock Rule 2019 Statement Insufficient, Debtors Say

J. Kate Stickles, Esq., at Saul Ewing, LLP, in Wilmington,
Delaware, tells Judge Fitzgerald that the Stroock Rule 2019
Statement fails to disclose important information.  The Statement
discloses no information about:

    -- the Ad Hoc Committee members other than their names and
       addresses; and

    -- the $469.8 million aggregate face amount of Prepetition
       Bonds they allegedly hold.

In the Debtors' cases, there has been heavy postpetition trading
involving Banks' and Bondholders' claims.  The Ad Hoc Committee
members include well known "vulture funds" that may have purchased
different types of bankruptcy claims in order to "hedge their
bets."  Ms. Stickles notes that the Ad Hoc Committee members may
have affiliates that hold Banks' or Bondholders' claims.  Thus,
the Rule 2019 disclosures should apply not only to the claims held
by a specific member of the Ad Hoc Committee, but also to the
members' affiliates.

If the creditors wish to be heard as a group and be recognized as
a voice of dissident Bondholders, they should disclose all of
their economic interests in Owens Corning's Chapter 11 cases and
the circumstances by which the Ad Hoc Committee was formed.

Ms. Stickles points out that compliance with Rule 2019 by the
members of the Ad Hoc Committee will reveal:

    -- when they or their affiliates purchased each debt or claim;

    -- whether they are really Bondholders or whether they also
       hold bank debt;

    -- the extent that they are purchasers of distressed debt; and

    -- at what discount the debt or claims were acquired.

With this information, all parties to the case, and especially
other bondholders, will be able to ascertain the extent that these
alleged representatives have interests similar to or aligned with
the class of creditors they purport to represent.

Accordingly, the Debtors ask the Court to compel the Ad Hoc
Committee and its members to comply with Rule 2019.  Failure to
comply means imposition of sanctions under Rule 2019(b), including
denying the Ad Hoc Committee any further right to be heard in the
Debtors' cases.

                         CSFB Nitpicks

Credit Suisse First Boston, as Agent for the prepetition
institutional lenders to Owens Corning and its debtor-affiliates,
reiterates the Banks' position that Bankruptcy Rule 2019 serves a
vitally important disclosure function in Chapter 11 cases,
particularly in mass tort litigation.  All attorneys that purport
to represent multiple claimants in the Debtors' cases must comply
with the requirements of Rule 2019.

Rebecca L. Butcher, Esq., at Landis, Rath & Cobb, in Wilmington,
Delaware, contends that the disclosure requirements are critical
in the Debtors' cases as a relatively small number of lawyers
purport to represent large "inventories" of claimants that
presumably comprise a significant portion of the alleged
$16 billion in asbestos liability.  Moreover, the very nature of
client inventories -- inventories that include both the seriously
ill and the impaired -- creates an inherent conflict of interest
among many asbestos lawyers.  Instead of supporting the efforts of
the Banks and the Commercial Committee to ensure compliance with
Bankruptcy Rule 2019, the Debtors argued that the attorneys
representing asbestos claimants need not comply with Bankruptcy
Rule 2019, unless they intend to vote on behalf of their alleged
clients.  Rule 2019 is not limited to those instances in which
counsel is authorized to vote a client's claim, Ms. Butcher
asserts.

Ms. Butcher also finds the Debtors' request to compel the Ad Hoc
Committee of Bondholders to comply with Rule 2019 hypocritical.
The Ad Hoc Committee purports to hold one-third of the bonds the
Debtors issued and thus holds a veto position over the acceptance
of any Chapter 11 plan by the class of bondholders.  After seeking
to excuse the attorneys who purport to represent the holders of
billions of dollars of alleged asbestos claims from making any
Bankruptcy Rule 2019 disclosures, the Debtors seek to single out
the Bondholders Committee, which unlike the asbestos claimants'
attorneys, essentially filed a Bankruptcy Rule 2019 statement.

Headquartered in Toledo, Ohio, Owens Corning --
http://www.owenscorning.com/-- manufactures fiberglass
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.  The Company filed for chapter
11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom
represents the Debtors in their restructuring efforts.  At
June 30, 2004, the Company's balance sheet shows $7.3 billion in
assets and a $4.3 billion stockholders' deficit. (Owens Corning
Bankruptcy News, Issue No. 84 Bankruptcy Creditors' Service, Inc.,
215/945-7000)


PANAMSAT CORP: Debt Increase Prompts Moody's to Junk Senior Notes
-----------------------------------------------------------------
Moody's Investors Service downgraded PanAmSat Corporation's debt
ratings following the company's decision to issue $250 million of
new senior discount notes and the proceeds from the new notes will
be used to pay a dividend to the company's shareholders that
purchased the company last month via a leveraged buyout.  Moody's
assigned a Caa1 rating to the new discount notes.  The outlook for
all of the ratings is stable.

The existing debt ratings downgraded include:

   * Senior implied to B1 from Ba3
   * $2,460 million senior secured bank debt to B1 from Ba3
   * $150 million senior secured notes due 2008 to B1 from Ba3
   * $125 million senior secured notes due 2028 to B1 from Ba3
   * $1,010 million senior unsecured notes due 2014 to B2 from B1
   * Unsecured issuer rating to B2 from B1

The downgrade reflects Moody's concern with the effect that the
new debt issue and dividend will have on the company.  The
company's already high financial leverage results from the very
recent leveraged buyout of PanAmSat by several private equity
sponsors in August of this year, the details of which were
described in an earlier Moody's press release dated July 15, 2004.
It also reflects our view that the company will have minimal
equity capitalization and that this unanticipated move discounts
our expectations for credit improvement and maintenance driven
largely by the company's recently communicated business plan.  The
largely debt-financed acquisition severely narrowed PanAmSat's
financial flexibility and raised expected year-end 2004 leverage
adjusted for operating leases to over 6.5 times.  However, Moody's
assigned the rating on a prospective basis on the expectation that
the company would aggressively bring its leverage down to 5 times
by 2006.  The unanticipated decision to increase debt so quickly
and despite the lack of any financial flexibility within its
ratings to do so, is also likely to make us more cautious about
rating the company as prospectively in the future.  Moreover, this
material distribution to the holders of its equity interests,
raises concerns of how prudently they will manage the balance
sheet and its debt levels going forward.

The new discount notes will be issued by a newly created holding
company.  The Caa1 rating assignment, at two notches below
PanAmSat's operating company senior secured notes rating, reflects
the structural subordination of the new notes to the debt and all
the liabilities of the PanAmSat operating company.  The new notes,
expected to have a ten year maturity with an interest deferral
period of five years, will not be guaranteed and will have
covenants similar to the company's 9.00% Senior Notes due 2014
that were issued to finance the leveraged acquisition.  Moody's
understands that the notes are being offered and sold privately
without registration under the Securities Act of 1933, under
circumstances reasonably designed to preclude a distribution
thereof in violation of the Act.  We also understand that the
notes have been structured to permit resale under Rule 144A.

The company's decision to issue an additional $250 million is
motivated in part by the $200 million purchase price reduction
DirecTV gave to the equity sponsors prior to the closing of the
acquisition following the failure of a satellite.  The XIPS --
propulsion system -- in the company's Galaxy 10R satellite failed
and resulted in a switch to a back-up system with an estimated
life of only three-and-one-half years thereby resulting in a
partially insured loss.  The loss represented a material adverse
change under the purchase agreement and together with the concern
over the two other presently fully functioning satellites which
use similar propulsion systems, resulted in the negotiated $200
million reduction.  In Moody's view, the increase in capex (up and
above the insurance proceeds) over the intermediate term for
expediting the replacement for Galaxy 10R, at the end of its
shortened life expectancy, would be offset by nearly half of the
purchase price adjustment and the remaining portion of the
adjustment appeared to adequately compensate for the higher
perceived contingent risk to the other satellites using XIPS that
are not covered by insurance, and therefore resulting in a neutral
impact on the ratings rather than increased debt capacity.

PanAmSat Corporation, headquartered in Wilton, Connecticut, is one
of the world's top three satellite operators and was recently
bought by an equity sponsor group led by Kohlberg, Kravis Roberts
& Co. and including The Carlyle Group, Providence Equity Partners
and management.  With an owned and operated fleet of 24
satellites, PanAmSat is a leading global provider of video,
broadcasting and network distribution and delivery services.


PANAMSAT HOLDING: S&P Puts B+ Rating on Planned $250M Senior Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to the
proposed $250 million (gross proceeds) senior discount notes due
2014 of PanAmSat Holding Corp., a newly formed holding company
that will own 100% of fixed satellite services operator PanAmSat
Corp.  These entities are analyzed on a consolidated basis.  The
notes are being offered under Rule 144A with registration rights,
and proceeds will be used to fund a dividend to shareholders. All
existing ratings on PanAmSat Corp., including the 'BB' corporate
credit rating, were affirmed.  The outlook is stable.  Pro forma
for the new notes, total debt outstanding is about $4 billion.

The dividend underlines the more aggressive financial policy of
PanAmSat under its new owners, Kohlberg, Kravis, Roberts & Co. --
KKR, The Carlyle Group, and Providence Equity Partners, which
purchased the company in August 2004.  Despite PanAmSat's
inherently consistent strong free cash flow, the financial policy
suggests a likelihood of a slower rate of deleveraging than
historically demonstrated by the company.  Debt to EBITDA will
increase minimally with the proposed transaction and remains in
the low-to-mid 6x area appropriate for the ratings.  However,
Standard & Poor's has not factored further debt-financed dividends
into the stable outlook while leverage is at the current level.

"The ratings on PanAmSat reflect financial risk from acquisition-
related debt; a likelihood of potential acquisitions, which could
limit near-term financial profile improvement; and an aggressive
financial policy," said Standard & Poor's credit analyst Eric
Geil.  "Business risk concerns include mature industry growth
prospects, excess satellite capacity over less-developed regions,
competition from terrestrial networks for point-to-point traffic,
and potential risk of satellite failure."

Mitigating factors include:

   * above-average business risk characteristics due to stable,
     predictable cash flow from long-term contracts;

   * limited competition because of high barriers to entry and
     orbital slot scarcity over key geographic areas;

   * the essential nature of the satellite services to key
     customers, particularly in the video distribution segment;

   * strong EBITDA margins because of low variable costs;

   * customer diversity;

   * a relatively young satellite fleet requiring moderate
     replacement capital spending; and good asset values.

PanAmSat owns and operates 24 geostationary orbiting satellites
with transponders the company leases to cable and broadcast TV
networks, enterprise customers, telecommunications carriers, and
governments.  A majority of operations are over the Western
Hemisphere.  The company is wholly owned by KKR and other private
investors, and is headquartered in Wilton, Conn.


PARAMOUNT RESOURCES: Management Examining Strategic Alternatives
----------------------------------------------------------------
Paramount Resources Ltd. (TSX - POU) advises that as a result of
management's regular review of options available to Paramount to
increase shareholder value, its Board of Directors authorized
management of Paramount to undertake examination of possible
corporate restructuring alternatives available to Paramount to
increase shareholder value.  No decision on any particular
alternative has been reached at this time and there can be no
assurance that the Board of Directors will determine to undertake
any transaction identified and presented to it by management.

Management of Paramount has been asked to consider strategic
options available to Paramount, including but not limited to:
maintaining the status quo and continuing Paramount's strategic
direction as an independent oil and natural gas exploration and
development company, and reorganizing Paramount, either in whole
or in part, into an energy trust.

Any restructuring initiatives identified by management will be
subject to review by, and approval of, the Board of Directors and
will also be subject to the receipt of all required shareholder
and regulatory approvals.  In addition, depending on the
alternative chosen, Paramount may be required to seek the consents
of the holders of its outstanding 7-7/8% Senior Notes and 8-7/8%
Senior Notes or otherwise deal with the outstanding Senior Notes
in a manner acceptable to each of Paramount and the holders of
such Senior Notes.

Paramount is a Canadian oil and natural gas exploration,
development and production company with operations focused in
Western Canada.  Paramount's common shares are listed on the
Toronto Stock Exchange under the symbol "POU".

                         *     *     *

As reported in the Troubled Company Reporter on May 27, 2004,
Standard & Poor's Ratings Services affirmed its 'B+' long-term
corporate credit and 'B' senior unsecured debt ratings on
Paramount Resources Ltd. following the company's announcement of
its intention to acquire natural gas and crude oil producing
assets from Acclaim Energy Trust and EnerPlus Resources Fund for
C$189 million.  At the same time, Standard & Poor's revised the
outlook on Paramount to negative from stable.

The outlook revision reflects Standard & Poor's concerns regarding
the company's recent track record of generating negative free cash
flow and the limited financial flexibility associated with the
company's aggressive spending program and increasing debt levels.
If the company's financial flexibility remains constrained, the
ratings could be lowered.  Conversely, if there are no further
acquisitions in 2004 and 2005, Paramount should be able to
generate free cash flow during this period.  If the company uses
this cash flow to reduce debt and expands its hedging program to
temper hydrocarbon price and cash flow volatility, the outlook
could be revised to stable.


PENTHOUSE INT'L: Reaffirms Pact with Care Concepts for iBill Sale
-----------------------------------------------------------------
Penthouse International (Pink Sheets:PHSL) and Care Concepts
(AMEX:IBD) agreed to modify the transaction entered into on
August 31, 2004. The parties have agreed to rescind the closing.
However, both parties remain subject to the terms of the fully
executed definitive stock purchase agreements.

The modification was entered into in order to provide the American
Stock Exchange sufficient time to review the impact of the
transaction on Care Concepts.  The parties have agreed to re-close
the transaction after the American Stock Exchange has provided its
consent or on January 21, 2005.  No Care Concepts stock will be
issued to Penthouse unless and until the Exchange provides its
consent.

As a result of the rescission, Care Concepts was advised by the
American Stock Exchange that it will not be delisted from the
Exchange.

"Penthouse is looking forward to closing the transaction and
becoming a IBD shareholder," said Claude Bertin, executive vice
president of Penthouse.  "With the pending acquisition of iBill
and Best Tobacco, IBD will have a diversified revenue base with a
long-term track record we think substantially benefits our
Penthouse shareholders."

                   About Care Concepts I, Inc.

Care Concepts I, Inc., (AMEX:IBD) is a media and marketing holding
company with assets including: Forster Sports, Inc., a sports-
oriented, multi-media company that produces sports radio talk
shows; and iBidUSA.com, a popular website which showcases products
and services in an auction format starting with an opening bid of
about 30% percent of the retail value.  Care Concepts has agreed
to acquire Internet Billing Company (iBill), which sells access to
online services and other downloadable products (music, games,
videos, personals, etc.) to consumers through proprietary web-
based payment applications.  Since 1996, iBill has established a
trusted brand with consumers and online businesses with 27 million
customers in 38 countries.  Care Concepts I, Inc., actively and
regularly pursues additional acquisition opportunities to enhance
its portfolio holdings and iBill.

               About Penthouse International, Inc.

Penthouse International, Inc., through its subsidiaries General
Media, Inc., Del Sol Investments LLC and PH Realty Associates LLC
and iBill, is a brand-driven global entertainment business founded
in 1965 by Robert C. Guccione.  General Media's flagship PENTHOUSE
brand is one of the most recognized consumer brands in the world
and is widely identified with premium entertainment for adult
audiences.  General Media caters to men's interests through
various trademarked publications, movies, the Internet, location-
based live entertainment clubs and consumer product licenses.
Internet Billing Company (iBill) sells access to online services
and other downloadable products (music, games, videos, personals,
etc.) to consumers through proprietary Web-based payment
applications.  The iBill online payments systems manage
transaction authorization on the global financial networks such as
Visa(R) and MasterCard(R) and simultaneously provide password
management controls for the life of the subscribing consumer.  On-
demand CRM (Customer Relationship Management) applications are
provided to registered independent merchants, typically small and
medium-sized businesses seeking a cost-effective technology
platform to outsource non-core banking and finance functions.
Since 1996, iBill has established a trusted brand with consumers
and online businesses with 27 million customers in 38 countries.

                     Balance Sheet Upside-Down

In its latest Form 10-Q filed with the Securities and Exchange
Commission for the period ended September 30, 2003, Penthouse
International reported a $69,854,000 stockholders' deficit.

                 New Auditors & Delayed Financials

Penthouse has not filed its Form 10-K Annual Report for the fiscal
year ended December 31, 2003, because, the Company says, it
recently hired Stonefield Josephson, Inc., as its new auditors and
it has effected a number of significant transactions, including a
change of control, a significant acquisition and private
financings -- all of which need to be reviewed by the new auditors
and properly disclosed in a "subsequent events" footnote in the
2003 financial statements.


POLO BUILDERS: Retains DJM Asset Management to Dispose of Assets
----------------------------------------------------------------
DJM Asset Management of Melville, New York, has been retained by
the Chapter 7 Trustee to dispose of the assets of Polo Builders,
Inc., and its related companies.  The disposition includes a 16
story, condo-conversion-opportunity property located at 4180 North
Marine Drive and adjacent to Lake Michigan near downtown Chicago.

"It is extremely rare to see a prime tower near the central
business district sold within a bankruptcy proceeding," stated
Andrew Graiser, Co-CEO of DJM.  "What makes this opportunity even
more exceptional is the building's location adjacent to Lake Shore
Drive and the spectacular lake and city views in most of the
units."

"Included in this sale are 159 of the building's 189 units with
the condominium declaration in place," continued Mr. Graiser.
"Since this is such an extraordinary location, we expect a number
of sealed bids by our due date of Thursday, October 14th."

Other Illinois-based assets to be sold in the Bankruptcy
proceedings include:

   -- a 51 unit apartment complex with an approved condominium
      declaration in Aurora;

   -- a vacant 3 acre parcel with approved plans for a 50 unit,
      mid-rise condominium project in Des Plaines;

   -- 24 single-family lots in Lakewood; a 12 unit condominium
      property with two retail units in Forest Park;

   -- a single- family home in Lincolnwood and a 2 acre, vacant
      executive office-development lot in South Barrington.

"Sealed bids for these assets will be due within 60 to 90 days
from Sept. 27, depending on the property," said Ron Douglass,
Managing Director of DJM's Chicago office.  "This will be one of
the largest real estate bankruptcy disposition projects in
Chicago's recent history.  We expect a great deal of interest and
activity from the business and development communities surrounding
the sale of these assets."

If you would like to obtain information on any of the properties
listed above, please contact Ron Douglass at 847-645-3401 or visit
the DJM website at http://www.djmasset.com/

Based in Melville, New York, DJM Asset Management, LLC, disposes
of fee-owned retail, commercial and industrial properties,
mitigates lease liabilities and appraises properties.  During the
past three years, DJM has conducted evaluations on over 10,000
locations and restructured or disposed of over 150,000,000 s/f of
space and over 4,000 properties.

Headquartered in Villa Park, Illinois, Polo Builders, is a general
contractor.  The Company, and its Debtor affiliate, M&MM
Enterprises, LLC, filed for chapter 11 protection on
June 23, 2004 (Bankr. N.D. Ill. Case No. 04-23758). Steven B.
Towbin, Esq., at Shaw Gussis Fishman Glantz Wolfson & Towbin LLC,
represents the Debtors. When the Company filed for bankruptcy, it
listed more than $10 million in assets and debts.


SAYBROOK POINT: Fitch Places BB+ Rating on $12M Preferred Shares
----------------------------------------------------------------
Fitch Ratings affirms six classes of notes issued by Saybrook
Point CBO II, Ltd., a managed cash-flow collateralized debt
obligation.  These rating actions are effective immediately:

   -- $255,000,000 class A notes affirmed at 'AAA';
   -- $2,000,000 class B-1 notes affirmed at 'A+';
   -- $13,000,000 class B-2 notes affirmed at 'A+';
   -- $12,000,000 class C-1 notes affirmed at 'BBB';
   -- $6,000,000 class C-2 notes affirmed at 'BBB';
   -- $12,000,000 preference shares affirmed at 'BB+'.

Fitch conducted detailed analysis of Saybrook II and its
underlying collateral.  As of the Aug. 24, 2004 trustee report,
Saybrook II had 1.29% in defaulted assets or assets rated 'CCC' or
below.  Although the collateral has experienced some
deterioration, Fitch has determined that the original ratings
assigned to the class A, class B, class C, and preference shares
still reflect the current risk to investors.

Although the coverage test ratios have marginally decreased from
their closing levels, all overcollateralization -- OC -- and
interest coverage -- IC -- tests continue to pass their test
levels, according to the most recent trustee report dated Aug. 24,
2004.  The class A OC ratio was 118.27% versus a minimum trigger
of 112.50%, the class B OC ratio was 111.70% versus a minimum
trigger of 108.00%, and the class C OC ratio was 104.72% versus a
minimum trigger of 102.00%.  The weighted average rating factor of
10.61 ('BBB+/BBB') was below its maximum trigger of 14.  The
analysis of the preference shares reflects distributions totaling
$4,734,183.67, which have been received as of Aug. 24, 2004.

The ratings of the class A notes address the likelihood that
investors will receive timely payment of interest and ultimate
payment of principal, as per the governing documents.  The ratings
of the class B and C notes address the likelihood that investors
will receive ultimate payment of interest and ultimate payment of
principal, as per the governing documents.  The ratings of the
preference shares address only the ultimate receipt of the $12
million aggregate liquidation preference, as per the governing
docs.

Saybrook II, which closed Nov. 14, 2002, is a cash-flow CDO
managed by General Re - New England Asset Management Inc.
Saybrook II is composed of:

   * U.S. residential mortgage-backed securities -- RMBS,
   * asset-backed securities -- ABS,
   * commercial mortgage-backed securities -- CMBS,
   * real estate investment trusts -- REITs,
   * CDOs, and
   * corporates.

Included in this review, Fitch discussed the current state of the
portfolio with the asset manager and its portfolio management
strategy.

Saybrook II is a revolving transaction with the reinvestment
period ending Nov. 1, 2007, during which time principal proceeds
may be reinvested in portfolio assets.  The asset manager has the
ability to declare any asset defaulted if in their estimation they
will not receive the full amount of principal by the maturity
date. Each class of notes has an OC test and an IC test.  For
purposes of calculating these tests, no credit is given to
defaulted assets, and assets rated below 'BB-', as well as assets
rated 'BB' in excess of 10% of the portfolio par amount are
counted at reduced values.  Two subordinate management fees are
paid once the preference shares have attained an internal rate of
return -- IRR -- of 12% and 18%.

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


SECURITIZED ASSET: Moody's Assigns Ba1 Rating to Class B-4 Certs.
-----------------------------------------------------------------
Moody's Investors Service assigned a rating of Aaa to the senior
certificates issued by Securitized Asset Backed Receivables LLC
Trust 2004-NC2 and ratings ranging from Aa2 to Ba1 to the
mezzanine and subordinate certificates in the deal.

The securitization is backed by New Century originated adjustable-
rate (100%) sub-prime mortgage loans with interest only feature.
The ratings are based primarily on the credit quality of the
loans, past performance of hybrid adjustable-rate collateral from
this originator, and on the protection from subordination,
overcollateralization, and excess spread.  The credit enhancement
requirements reflect some benefit for due diligence performed on
the collateral.  The loans backing this deal are of better than
average quality relative to the industry's sub-prime mortgage
pools.

Litton Loan Servicing LP will service the loans.  Moody's has
assigned its top servicer quality rating (SQ1) to Litton for
primary servicing of subprime loans.

The complete rating actions are:

Issuer: Securitized Asset Backed Receivables LLC Trust 2004-NC2
Securities: Mortgage Pass-Through Certificates, Series 2004-NC2

   * Class A-1, rated Aaa
   * Class A-2, rated Aaa
   * Class M-1, rated Aa2
   * Class M-2, rated A2
   * Class M-3, rated A3
   * Class B-1, rated Baa1
   * Class B-2, rated Baa2
   * Class B-3, rated Baa3
   * Class B-4, rated Ba1


SOUTHWEST HOSPITAL: Gets Interim Okay to Use Cash Collateral
------------------------------------------------------------
The Honorable James E. Massey of the U.S. Bankruptcy Court for the
Northern District of Georgia, Atlanta Division, gave Southwest
Hospital and Medical Center, Inc., permission on an interim basis
to access cash collateral securing repayment of secured debt
obligations to Medical Capital Holdings, Inc.

The Debtor needs to use the cash collateral to prevent immediate
and irreparable harm to its estate and to pay its normal, ordinary
and necessary operating expenses.

Judge Massey will allow the Debtor to access MedCap's cash
collateral in accordance with a Weekly Budget projecting:

                               For the Week Ending
                      9/13      9/20      9/27      10/4
                      ----      ----      ----      ----
   Beginning
   Cash Receipts    $405,879   506,309   488,469   435,812

   Disbursements    (393,689) (407,457) (430,108) (360,934)
                    --------- --------- --------- ---------
   Ending Cash      $ 12,191    98,852    58,388    74,878

To adequately protect MedCap's interests, a first priority
replacement lien on postpetition receivables is granted as long as
the liens are valid and perfected.  MedCap is also entitled to
interest on unpaid obligations.

Headquartered in Atlanta, Georgia, Southwest Hospital and Medical
Center, Inc., operates a hospital.  The Company filed for chapter
11 protection on September 9, 2004 (Bankr. N.D. Ga. Case No. 04-
74967).  G. Frank Nason, IV, Esq., at Lamberth, Cifelli, Stokes &
Stout, PA, represents the Company in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
both estimated assets and debts of over $10 million.


SURETY CAPITAL: Dismisses Weaver and Tidwell as Accountant
----------------------------------------------------------
Surety Capital Corporation and Surety Bank, N.A., its wholly owned
subsidiary, dismissed the firm of Weaver and Tidwell, L.L.P. and
engaged the firm of Payne, Falkner, Smith & Jones, P.C. as their
principal accountant.

The engagement of Payne, Falkner, Smith & Jones, P.C. was approved
by the Company's Audit Committee because of the firm's particular
expertise in the area of banking.

The Company authorized Weaver and Tidwell, L.L.P. to respond fully
to the inquiries of Payne, Falkner, Smith & Jones, P.C. concerning
the subject matter discussed in its current financial report or
otherwise related to their services as the former principal
accountant of the Company.  The Company previously consulted Payne
Falkner Smith & Jones, P.C. in April 2004 regarding the
application of accounting principles in regard to the sale of
certain branches of the Bank.

This previous consultation with Payne Falkner Smith & Jones, P.C.
did not involve any matter that was the subject of a disagreement.

In connection with the audits of the Company's financial
statements for the previous fiscal years ended December 31, 2003
and 2002, as well as the review of the Company's unaudited
financial statements during the subsequent interim period from
January 1, 2004 through March 31, 2004, there were no
disagreements with Weaver and Tidwell, L.L.P. on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, including
disagreements which if not resolved to their satisfaction would
have caused them to make reference in connection with their
opinion to the subject matter of the disagreement.

                      Going Concern Doubt

Weaver and Tidwell, L.L.P.'s report on the Company's 2002 and 2003
financial statements was modified due to the uncertainty of the
Company to continue as a going concern.  This uncertainty was
derived from the Company's significant operating losses for 2003
and 2002 and that it is operating under a Formal Agreement with
the Office of the Comptroller of the Currency and a Memorandum of
Understanding with the Federal Reserve Board.  Weaver and Tidwell,
L.L.P.'s report indicated that the Company's financial statements
for the years ended December 31, 2003 and 2002 do not include any
adjustments that might result from the outcome of this
uncertainty.

                  Internal Control Weaknesses

Weaver and Tidwell, L.L.P. reported in its letter dated
April 20, 2004 to the Company's Audit Committee and management
that these material weaknesses existed in the internal controls
necessary for the Company to develop reliable financial
statements:

   1) At December 31, 2003, the balance of the outstanding
      Insurance Premium Financing on trial balance was not being
      reconciled to the amount included on the general ledger and
      a difference of $398,000 was noted.

      Weaver and Tidwell, L.L.P. recommended that since the IPF
      activity was significant for the Company, reconciliations
      between the IPF trial balance and the general ledger should
      be prepared on a monthly basis, at a minimum, and any
      differences researched and corrected in a timely manner.

   2) Entries for activity on Surety Capital Corporation's
      separate general ledger, although few in number, were
      neither timely nor complete.  Weaver and Tidwell, L.L.P.
      recommended that entries be made for Surety Capital
      Corporation monthly to reflect its assets, liabilities, and
      expenses and to provide support for the balances in the
      consolidated financial statements.

   3) The activity in employee accounts was not being reviewed by
      anyone at the Bank. Weaver and Tidwell, L.L.P. recommended
      that a sample of the employee accounts be reviewed each
      month to determine if there is any unusual activity that
      should be investigated.  The Company has subsequently
      engaged an individual on a contract basis to supervise its
      accounting department. The Company indicates that, as a
      result of this engagement, the IPF trial balance is now
      reconciled to the general ledger on a daily basis and the
      Company's financial statements are complete and up to date.
      Additionally, management of the Company has implemented
      procedures in May 2004 to begin reviewing a sample of
      employee accounts on a monthly basis.

Surety Capital Corporation specializes in loans that "everyone
else denies."


SYNBIOTICS CORPORATION: Restructures $4.5 Million Bank Debt
-----------------------------------------------------------
Synbiotics Corporation (Pink Sheets:SBIO) amended its credit
agreement with Comerica Bank.  The outstanding principal balance
of the bank debt immediately prior to the amendment was
$4,472,000, all of which was due and payable.  Under the
amendment, Synbiotics issued an amended promissory note to
Comerica in the amount of $599,000, and Comerica sold the
remaining principal of $3,873,000 to Remington Capital, LLC.
Synbiotics simultaneously issued an amended promissory note to
Remington in the amount of $3,873,000.

"We had been unable to repay our earlier credit agreement loan
since it matured on January 25, 2004.  Our board of directors,
management and employees are extremely pleased with this amended
credit arrangement," said Paul Hays, President & COO of Synbiotics
Corporation.  "This not only remedies our default and relieves one
of our greatest risks, it also puts the company on a realistic
cash flow course as we seek to grow our business while servicing
the debt."

The amended Comerica note bears interest at the rate of prime plus
2%, and is payable in monthly installments, from October 1, 2004
to August 1, 2007, of $9,000 plus accrued interest (except the
payments due on September 1, 2005 and 2006 are in the amount of
$151,000 plus accrued interest).  The Remington note, which is
subordinate to the Comerica note, bears interest at the fixed rate
of 7.75%, and is payable in blended monthly installments of
principal and interest, from September 25, 2004 to Aug. 25, 2014,
of $46,485.  Both the Comerica note and the Remington note are
secured by substantially all of Synbiotics' assets.

Pursuant to the amendment, Synbiotics issued to both Comerica and
Remington warrants to purchase 250,000 shares of unregistered
Synbiotics common stock at an exercise price of $0.17 per share.
The warrants are exercisable at any time through September 1,
2010.

Synbiotics also entered into a Series C Purchase Agreement with
Redwood Holdings, LLC, Paul Hays and Fintan and Janice Molloy.
Under the agreement, simultaneously with the closing under the
amendment of the credit agreement, Synbiotics sold to the above
named parties a total of 250 shares of newly-issued shares of
unregistered Series C Preferred Stock for $250,000 in cash.
Redwood Holdings, LLC and Mr. Hays each received 100 shares at the
September 23, 2004 closing, and Mr. and Mrs. Molloy received 50
shares at the September 23, 2004 closing. Each share of Series C
Stock is convertible at any time into 7,785 unregistered shares of
our common stock (subject to anti-dilution adjustments).

Remington is indirectly owned 100% by Jerry L. Ruyan, Thomas A.
Donelan and Christopher P. Hendy.  Redwood also owns 94% of the
remaining 2,800 shares of the Synbiotics Series C Preferred Stock
currently outstanding and is Synbiotics' controlling shareholder.
Mr. Donelan and Mr. Hendy, two of the three members of Synbiotics'
board of directors, each own 24.9% of Redwood Holdings, LLC.  Mr.
Hays is Synbiotics' President and Chief Operating Officer, and is
also a member of Synbiotics' board of directors.

                       About the Company

Synbiotics Corporation develops, manufactures and markets
veterinary diagnostics, instrumentation and related products for
the companion animal, large animal and poultry markets worldwide.
Headquartered in San Diego, California, Synbiotics manufactures
and distributes its products through its operations in San Diego,
CA, and Lyon, France.  For information on Synbiotics and its
products, visit http://www.synbiotics.com/

                         *     *     *

                      Going Concern Doubt

As of June 30, 2004, the Synbiotics Corporation had an outstanding
principal balance under its bank debt totaling $4,549,000, all of
which was due and payable in January 2004.  The bank had
informally reduced the monthly principal payments to $30,000 for
the payments due February 1, 2004, and March 1, 2004.  On
March 29, 2004, the Company entered into a forbearance agreement
with the bank whereby the bank agreed not to exercise any of its
rights under the credit agreement through May 5, 2004, and agreed
to formally reduce the monthly principal payments to $30,000 for
the payments due April 1, 2004, and May 1, 2004; the forbearance
agreement has now expired.  The Company believes it will be able
to restructure or refinance the bank debt.  However, no assurance
can be given that the Company will be successful in this effort to
restructure or refinance the bank debt.  The Company's resources
do not enable it to repay the note in its entirety immediately.

These factors raise substantial doubt about the Company's ability
to continue as a going concern for a reasonable period of time.
The consolidated condensed financial statements filed under
Form 10-Q for the period ended June 30, 2004, with the Securities
and Exchange Commission, do not include any adjustments relating
to the recoverability and classification of recorded asset amounts
or the amounts and classification of liabilities that might be
necessary should the Company be unable to continue as a going
concern.


TECHNEGLAS INC: Gets Court Nod to Hire BMC Group as Claims Agent
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio gave
Techneglas, Inc., permission to employ The BMC Group, Inc., as its
supplemental notice, claims, and balloting agent.

The BMC Group will:

    a) prepare and serve notices in the Debtor's chapter 11 case
       after coordinating with the Bankruptcy Clerk's office;

    b) maintain a database of information related to all proofs
       of claim and proofs of interest filed in the Debtor's
       chapter 11 case;

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

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

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

    f) provide other claims processing, noticing, balloting, and
       related administrative services as may be requested from
       time to time by the Debtor, and when appropriate, in
       consultation with the Clerk's Office;

    g) act as balloting agent, which include the following
       services:

         (i) printing of ballots including the printing of
             creditor and shareholder specific ballots,

        (ii) preparing voting reports by plan class, creditor or
             shareholder and amount for review and approval by
             the client and its counsel,

       (iii) coordinating the mailing of ballots, disclosure
             statement and plan of reorganization to all voting
             and non-voting parties and provide affidavit of
             service; and

        (iv) receiving ballots at a post office box, inspecting
             ballots for conforming to voting procedures, date
             stamping and numbering ballots consecutively and
             tabulating and certifying the results;

    h) assist in preparing the Debtor's schedule of assets
       and liabilities, statements of financial affairs, and a
       master creditors list and any other amendments;

    i) assist in the Debtor's reconciliation and resolution of
       claims;

    j) assist in preparing, mailing, and tabulating ballots of
       certain creditors for the purpose of voting to accept or
       reject the plan of reorganization; and

    k) assist in any other services requested by the Debtor.

Ms. Tinamarie Feil, Vice President at The BMC Group, Inc.,
discloses that the Firm received a $25,000 retainer.  Ms. Feil
reports that the retainer is a deposit for payment of BMC's fees
and expenses as incurred by Techneglas, Inc.  At the end of BMC's
services, final charges will be applied against the retainer.

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

Headquartered in Columbus, Ohio, Techneglas, Inc. --
http://techneglas.com/-- manufactures television glass (CRT
panels, CRT funnels, solder glass and specialty glass), dopant
sources, glass resins and specialty bulbs.  The Company and its
debtor-affiliates filed for chapter 11 protection on
September 1, 2004 (Bankr. S.D. Ohio Case No. 04-63788).  David L.
Eaton, Esq., Kelly K. Frazier, Esq., and Marc J. Carmel, Esq., at
Kirkland & Ellis, and Brenda K. Bowers, Esq., Robert J. Sidman,
Esq., at Vorys, Sater, Seymour and Pease LLP, represent the
Debtors in their restructuring efforts.  When the Debtor filed for
protection, it listed more than $100 million in estimated assets
and debts.


TSI TELSYS: Will Hold Annual General Meeting on November 22
-----------------------------------------------------------
TSI TelSys Corporation's Annual General Meeting will be held on
November 22, 2004.  The Company also announced that it has
established October 22, 2004 as the record date for this meeting.

Headquartered in Columbia, Maryland, TSI TelSys designs,
manufactures and markets high-performance range data receivers,
data acquisition, simulation and communication systems for the
test range and aerospace communities and provides related
engineering services.  The Company has been a pioneer in utilizing
reconfigurable architectures (Adaptive Computing) for
communications and data processing, and has incorporated this
technology into its product line since 1996.  The Company is a
leader in providing multi-mission satellite communications systems
adaptable to virtually any protocol format and that support data
rates up to a gigabit per second -- Gbps.

At June 25, 2004, TSI TelSys' balance sheet shows a C$1,755,316
deficit compared to a C$1,145,834 deficit at December 26, 2003.


UAL CORP: Court Okays CN$30.3 Mil. Always Travel Claims Settlement
------------------------------------------------------------------
As previously reported, UAL Corp. and its debtor-affiliates
proposed to estimate the Always Travel Claims at $0.  The Always
Travel Claimants failed to file a timely response to the Debtors'
request.  Given that lapse, the Debtors were authorized to
estimate the Claims at $0, while the Always Travel Claimants were
prohibited from filing further submissions to contest that
estimation.

The Debtors engaged in negotiations with the Always Travel
Claimants.  In a stipulation, the Always Travel Claimants agree
that in the class action pending before the Federal Court of
Canada, File No. T-757-02, the Debtors' total liability for Claim
Nos. 19900, 19901 and 19902, whether for compensatory, joint and
several, punitive, exemplary or any other damages will not exceed
CN$30,300,000.  The Always Travel Claimants will not pursue an
amendment to increase this amount.  In exchange, the Debtors will
provide the Always Travel Claimants with additional opportunity
to file a response to the Debtors' Intent to Estimate the Claims.

The Stipulation benefits the Debtors by providing a cap on the
amount the Always Travel Claimants can recover in the Federal
Court of Canada.  The Stipulation retains all of the Debtors'
rights and defenses.

Judge Wedoff approves the Stipulation.

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)


UNIVERSAL ACCESS: Has Until Apr. 1 to Make Lease-Related Decisions
------------------------------------------------------------------
The Honorable Jack B. Schmetterer of the U.S. Bankruptcy Court for
the Northern District of Illinois, Eastern Division, extended the
period within which Universal Access Global Holdings, Inc., and
its debtor-affiliates can elect to assume, assume and assign, or
reject their unexpired nonresidential real property leases and
executory contracts.

The Debtors tell the Court that they are parties to 21 unexpired
leases and, at this juncture, they are unable to decide which
leases are significant to their restructuring.

The Debtors add that premature assumption or rejection of the
leases could materially affect the value of their assets, as well
as the dollar amount of claims against their estates.

The Debtors assure the Court that they are current in the monthly
rentals as required by Section 365(d)(3) of the Bankruptcy Code.

The Debtors stress that the extension is necessary to properly and
responsibly make sound business judgments, which is in the best
interests of all parties concerned.

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


US AIRWAYS: Employs FTI Consulting as Restructuring Advisors
------------------------------------------------------------
US Airways and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Eastern District of Virginia for permission to employ FTI
Consulting as restructuring advisors and consultants, pursuant to
Section 327(a) of the Bankruptcy Code.

Bruce R. Lakefield, Chief Executive Officer of US Airways, tells
the Court that FTI has high professional standing and a wealth of
experience in financial advisory and consulting services for
restructurings and reorganizations.  FTI enjoys an excellent
reputation in large, complex Chapter 11 cases.  According to Mr.
Lakefield, FTI's services are necessary to help the Debtors
maximize the value of their estates.

On May 24, 2004, the Debtors engaged FTI.  Since this time, FTI
has developed institutional knowledge on the Debtors' operations,
finances and systems.  In addition, FTI, as successor to
PricewaterhouseCoopers, has provided professional services
through the Debtors' previous Chapter 11 cases.  This experience
and knowledge will be valuable to the Debtors' reorganization
efforts.

FTI will provide restructuring advisory and consulting services
to the Debtors.  Among others, FTI will:

   (a) assist with preparation of financial related disclosures,
       including the Schedules of Assets and Liabilities, the
       Statement of Financial Affairs and Monthly Operating
       Reports;

   (b) assist in developing accounting and operating procedures
       to segregate prepetition and postpetition business
       transactions;

   (c) assist with implementation of court orders;

   (d) assist with the development of a key employee retention
       plan;

   (e) assist with preparation of financial information for
       distribution to creditors and others, including cash
       receipts and disbursement analysis, analysis of various
       asset and liability accounts and analysis of proposed
       transactions requiring Court approval;

   (f) participate in meetings and support the Debtors in
       negotiations with potential investors, banks and other
       secured lenders, an official creditors' committee, the
       U.S. Trustee, other parties-in-interest and professionals;

   (g) provide systems support for the Resolution Desk, including
       the production of management reports reflecting activity
       and its impact on cash;

   (h) assist in responding and tracking reclamation claims;

   (i) assist with the claims reconciliation process including
       the analysis and reconciliation of claims, the analysis
       and reporting including plan classification modeling and
       claims estimation, and the development of a database to
       track claims;

   (j) assist with the identification of executory contracts and
       leases and performance of cost/benefit evaluations for
       affirmation or rejection;

   (k) assist in the evaluation and analysis of avoidance
       actions, including fraudulent conveyances and preferential
       transfers;

   (l) assist in the preparation of information and analysis
       necessary for the confirmation of a plan of
       reorganization;

   (m) assist with tax planning and compliance issues for any
       Plans of Reorganization and other tax assistance;

   (n) provide testimony as requested;

   (o) provide other financial advisory and claims management
       services consistent with FTI's role as requested by the
       Debtors or counsel;

   (p) assist with Plan distribution activities; and

   (q) render other general business consulting or assistance as
       Debtors' management or counsel deems necessary.

Lisa M. Poulin, Senior Managing Director at FTI, assures the
Court that the Firm:

      (i) has no connection with the Debtors, its creditors or
          other parties-in-interest;

     (ii) does not hold any interest adverse to the Debtors'
          estates; and

    (iii) is a "disinterested person" as defined in Section
          101(14) of the Bankruptcy Code.

FTI will conduct an ongoing review of its files to ensure that no
conflicts or other disqualifying circumstances exist or arise.
If any new facts or circumstances are discovered, FTI will
supplement its disclosure to the Court.

The Debtors will compensate FTI in accordance with the Firm's
customary hourly rates:

     Senior Managing Directors           $525 - 625
     Directors/Managing Directors         390 - 520
     Associates/Consultants               190 - 385
     Administrative/Paraprofessionals      95 - 160

Mr. Lakefield says that FTI will be employed under a general
retainer due to the level and complexity of services required.
The $350,000 retainer will not be segregated by FTI in a separate
account.  The retainer will be held until the end of the case and
applied to FTI's approved fees.

FTI is not owed for prepetition fees and expenses.

During the 90-day period before the Petition Date, FTI received
$1,203,156 from the Debtors for professional services and
expenses.  FTI estimates that it has received $350,000 in
unapplied advance payments from the Debtors in excess of
prepetition billings.  Any advance payments not used to
compensate for prepetition services and expenses will be applied
against the postpetition billings.

                          *     *     *

After due consideration, Judge Mitchell approves the Debtors'
Application on a conditional basis.  Any party-in-interest may
object to the Order until September 24, 2004.  The U.S. Trustee
and the Official Committee of Unsecured Creditors have until
October 1, 2004, to object.

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

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

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

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


US AIRWAYS: Employs KPMG as Tax Auditors & Accountants
------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
gave US Airways and its debtor-affiliates permission to employ
KPMG, LLP as auditors and tax accountants on an interim basis.

Unless objections are timely received by October 1, 2004, the
Order will become final at the conclusion of the Objection Period
without further Court order.

KPMG is the United States member firm of KPMG International, a
cooperative.  Bruce R. Lakefield, President and Chief Executive
Officer of US Airways, relates that the Debtors selected KPMG as
their auditors and tax accountants because of the Firm's diverse
experience and extensive knowledge of accounting, taxation and
bankruptcy.  For several years, KPMG has served as independent
auditor and tax consultants to the Debtors.  By virtue of its
prior engagement, KPMG is familiar with the books, records,
financial information and other data and is well qualified to
continue to provide services to the Debtors.  Retaining KPMG is
the most efficient and cost effective manner for the Debtors to
obtain the requisite services.

The Debtors anticipate that KPMG will render various services,
which may include:

  (a) Audits and reviews of the financial statements of the
      Debtors;

  (b) Analysis of accounting issues and advice on the proper
      accounting treatment of events;

  (c) Review, analysis and advice in the preparation and filing
      of the Debtors' financial statements and disclosure
      documents to the Securities and Exchange Commission;

  (d) Review, analysis and advice in the preparation and filing
      of the Debtors' registration statements to the Securities
      and Exchange Commission for debt and equity offerings;

  (e) Review and assistance with preparation and filing of tax
      returns;

  (f) Advice and assistance on tax planning issues, including
      assistance in estimating restrictions on utilization of net
      operating loss carry forwards, attribute reduction,
      international taxes, and state and local taxes;

  (g) Assistance with transaction taxes, state and local sales
      and use taxes;

  (h) Assistance with tax matters for the Debtors' pension plans;

  (i) Assistance with real and personal property tax matters,
      including review of real and personal property tax records,
      negotiation of values with appraisal authorities,
      preparation and presentation of appeals to local taxing
      jurisdictions and assistance in litigation of property tax
      appeals;

  (j) Assistance with existing or future Internal Revenue
      Service, state and local tax examinations;

  (k) Other consulting, advice, research, planning or analysis
      on tax issues as requested;

  (l) Advice and assistance on the tax consequences of a Plan of
      Reorganization, including  assistance in the preparation of
      IRS ruling requests on future tax consequences of
      alternative reorganization structures; and

  (m) Analysis and advice on other accounting and tax services.

KPMG's customary hourly rates for accounting and tax services
are:

                      Accounting and audit services

               Partners/Principals            $625 - 700
               Managing Directors/Directors    600 - 700
               Senior Managers/Managers        450 - 625
               Senior/Staff Associates         325 - 425
               Associates                      225 - 275
               Paraprofessionals               100 - 110

                            Advisory Services

               Partners/Principals/Directors  $625 - 775
               Senior Managers/Managers        500 - 750
               Senior Associates               425 - 500

                           Other Tax Services

               Partners/Principals/Directors  $700 - 825
               Senior Managers/Managers        500 - 625
               Senior/Staff Consultants        250 - 325

                        Tax Compliance Services

               Partners/Principals/Directors  $700 - 725
               Senior Managers/Managers        500 - 600
               Senior/Staff Consultants        250 - 300

KPMG has not received a prepetition retainer from the Debtors.
Before the Petition Date, KPMG was not owed any amounts for
services rendered to the Debtors.

Richard J. Nadeau, Certified Public Accountant and a partner at
KPMG, ascertains that KPMG and its professionals are
"disinterested persons" as that term is defined in Section
101(14) of the Bankruptcy Code, and are eligible to be retained
under Section 327(a).

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: Employs O'Melveny as Special Labor Counsel
------------------------------------------------------
US Airways and its debtor-affiliates need attorneys to represent
them in general labor matters, including issues with respect to
Sections 1113 and 1114 of the Bankruptcy Code, the Railway Labor
Act and related matters.  According to US Airways President and
Chief Executive Officer Bruce R. Lakefield, the Debtors have
selected O'Melveny & Myers, LLP, as special labor counsel.  The
Firm has performed similar work for the Debtors in the past,
including during the Debtors' prior Chapter 11 cases.  O'Melveny,
therefore, is familiar with the Debtors' business, operations and
the unique labor issues that arise in the Debtors' industry.

O'Melveny is a full service international law firm, with more
than 900 lawyers throughout 13 offices located in the United
States and abroad.  Attorneys at O'Melveny provide legal services
in virtually every major practice area, including corporate and
securities, litigation, intellectual property, banking, tax,
employee benefits, real estate, government regulation and
international trade.  Several members of O'Melveny have extensive
experience in airline labor law and its interplay with
restructuring and bankruptcy law.

O'Melveny will:

   (a) provide labor advice and services to the Debtors;

   (b) provide advice and services on employee benefits and other
       employment-related matters;

   (c) advise the Debtors on Sections 1113 and 1114 and the
       Railway Labor Act; and

   (d) render other necessary advice and services as the Debtors
       require in these cases.

The Debtors will pay O'Melveny its customary hourly rates and
reimburse O'Melveny for expenses.  The O'Melveny attorneys who
will be responsible for labors matters and their hourly rates
are:

                  Robert A. Siegel         $660
                  Tom A. Jerman             635
                  Robert E. Winter          485
                  Rachel S. Janger          415
                  Aparna B. Joshi           380
                  Heejung Heidi Son         345

O'Melveny will voluntarily reduce all fees and expenses by 10%.
The hourly rates are subject to annual adjustment in accordance
with O'Melveny's standard policies.

O'Melveny received $825,305 from the Debtors in the past 90 days
for prepetition labor, regulatory, antitrust and litigation legal
work, as well as assisting with the Chapter 11 cases.  Most
advice pertained to general labor matters, and some pertained to
preparation for the Debtors' bankruptcy filing.  In addition,
O'Melveny provided assistance related to continuing regulatory,
antitrust and litigation work which the Firm has performed for US
Airways for a number of years.  The Debtors have provided
$225,000 as an "evergreen" retainer.

O'Melveny reviewed its client database for conflicts of interest
and other conflicts and connections in these cases.  Based on
this research, O'Melveny has in the past represented, currently
represents, and will likely represent, certain of the Debtors'
creditors and other parties-in-interest in matters unrelated to
the Debtors or their Chapter 11 proceedings.  However, Robert
Siegel, a partner at O'Melveny, assures the Court that these
relationships do not raise actual or potential conflict of
interest.

                          *     *     *

Judge Mitchell of the U.S. Bankruptcy Court for the Eastern
District of Virginia gave approves the Debtors' Application on a
conditional basis.  Any party-in-interest may object to the
Application until September 25, 2004.  The U.S. Trustee and the
Official Committee of Unsecured Creditors have until October 1,
2004, to object.

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

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

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

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


US AIRWAYS: First Meeting Of Creditors Scheduled for November 5
---------------------------------------------------------------
Dennis J. Early, Assistant United States Trustee for Region 4, has
called for a meeting of the Debtors' creditors pursuant to Section
341(a) of the Bankruptcy Code on November 5, 2004.  The time and
venue of the meeting will be announced at a later date.

All creditors are invited, but not required, to attend.  The
Official Meeting of Creditors offers the one opportunity in a
bankruptcy proceeding for creditors to question a responsible
office of the Debtors under oath.

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)


VARICK STRUCTURED: S&P Cuts Floating Rate Notes' Rating to BB+
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-1 and A-2 notes issued by Varick Structured Asset Fund
Ltd., a CDO backed by ABS and other structured securities, and
removed them from CreditWatch with negative implications, where
they were placed May 5, 2004.

Previously, the ratings on the notes were lowered Feb. 4, 2004 and
left on CreditWatch negative, pending a review of the assets in
the collateral pool.  On March 5, 2004, the ratings were then
lowered again and removed from CreditWatch.

The lowered ratings reflect factors that have negatively affected
the credit enhancement available to support the notes since the
prior rating action, primarily due to the accelerated paydown of
pool collateral and the resultant negative migration in the
overall credit quality of the assets in the collateral pool.

Standard & Poor's also noted that because the deal is currently
overhedged, primarily a function of the continued amortization of
the collateral pool as well as the interest rate environment,
resulting in an outflow of cash due to the interest rate hedge
instruments.  These hedge instruments may reduce the interest cash
generated from the collateral pool, which is available to support
the rated notes.

Standard & Poor's reviewed results of current cash flow runs
generated for Varick Structured Asset Fund Ltd. to determine the
level of future defaults the rated notes can withstand under
various stressed default timing and interest rate scenarios, while
still paying all of the interest and principal due on the notes.
When the results of the cash flow runs were compared with the
projected default performance of the performing assets in the
collateral pool, it was determined that the ratings currently
assigned to the class A notes were no longer consistent with the
credit enhancement available.

     Ratings Lowered and Removed from Creditwatch Negative

               Varick Structured Asset Fund Ltd.
                      Floating-rate notes

                               Rating
                   Class   To           From
                   -----   --           ----
                   A-1     BB+          A-/Watch Neg
                   A-2     BB+          A-/Watch Neg

Transaction Information

Issuer:              Varick Structured Asset Fund Ltd.
Co-issuer:           Varick CBO Delaware Corp.
Collateral manager:  Clinton Group
Underwriter:         Prudential Securities Inc.
Trustee:             JPMorganChase Bank
Transaction type:    CDO of ABS/RMBS

    Tranche               Initial    Last            Current
    Information           Report     Action          Action
    -----------           -------    ------          -------
    Date (MM/YYYY)        09/2000    5/2004          9/2004

    Cl. A-1 note rtg.     AAA        A-/Watch Neg    BB+
    Cl. A-2 note rtg.     AAA        A-/Watch Neg    BB+
    Cl. A O/C ratio       115.384%   106.869%        102.054%
    Cl. A O/C ratio min.  109.5%     109.5%          109.5%
    Cl. A IC ratio        118.7%     105.7%          100.3%
    Cl. A IC ratio min.   114.0%     114.0%          114.0%
    Cl. A-1 note bal.     $50.00mm   $43.31          $38.76mm
    Cl. A-2 note bal.     $300.0mm   $259.85         $232.56mm

      Portfolio Benchmarks                        Current
      --------------------                        -------
      S&P wtd. avg. rtg. (excl. defaulted)        BBB-
      S&P default measure (excl. defaulted)       0.75%
      S&P variability measure (excl. defaulted)   1.33%
      S&P correlation measure (excl. defaulted)   1.40%
      Oblig. rtd. 'BBB-' and above                75.56%
      Oblig. rtd. in 'CCC' range                  4.58%
      Oblig. rtd. 'CC', 'SD', or 'D'              3.91%

                  Rated           Current
                  O/C (ROC)     Rating Action
                  ---------     -------------
                  Cl. A-1       100.26% (BB+)
                  Cl. A-2       100.26% (BB+)

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


VIASYSTEMS: S&P Places B Rating on Planned $265M Senior Term Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' bank loan
rating to Viasystems Inc.'s proposed $265 million senior secured
term loan C maturing in 2009.  In addition, a recovery rating of
'2' was assigned to the loan, indicating expectations for a
substantial (80%-100%) recovery of principal in the event of a
default.  Proceeds from the new term loan will be used to
refinance in full the company's existing term loan.  The new
facility is predicated on a $50 million equity contribution, which
will be used to expand capacity in China.

At the same time, Standard & Poor's affirmed its outstanding
ratings on the company, including the 'B' corporate credit rating.
The outlook is stable.

"The ratings reflect Viasystems Inc.'s highly fragmented and
competitive printed circuit board (PCB) manufacturing market,
volatile sales levels and profitability through the business
cycle, and high debt leverage," said Standard & Poor's credit
analyst Lucy Patricola.  "These factors are partly offset by the
company's low-cost manufacturing locations and its leading
original equipment manufacturer (OEM) customer base."  Viasystems
manufactures PCBs for electronics OEMs and wire harnesses for
consumer appliance makers.

PCB manufacturing is Viasystems' largest business unit, and
heavily influences its business profile, representing 54% of sales
for the six months ended June 2004.  The PCB manufacturing market
is highly fragmented, with the top 100 producers representing
about 60% of the total market.  PCB demand faces considerable
volatility through the business cycle and, when combined with high
fixed-PCB-manufacturing costs, the industry can experience wide
profitability swings.  Although Viasystems sells complex PCBs that
can command somewhat higher margins in the marketplace, the
commodity-like nature of the market, ongoing industry
overcapacity, and intense competition likely will result in only
modest price improvements over the intermediate term.


W.R. GRACE: Wants Until Plan Confirmation to Decide on Leases
-------------------------------------------------------------
W.R. Grace & Co., and its debtor-affiliates and subsidiaries ask
the U.S. Bankruptcy Court for the District of Delaware to extend
the time for them to assume, assume and assign, or reject any
unexpired non-residential property leases, through and including
the effective date of the Debtors' eventual, confirmed
reorganization plan.  The extension would be subject to, and
without prejudice to:

     (a) the rights of any lessor to request that the extension be
         shortened as to a particular unexpired lease, and

     (b) the rights of the Debtors to request a further extension
         of the Lease Decision Deadline in the event that their
         plan is not confirmed or does not go effective.

Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub, P.C., in Wilmington, Delaware, relates that given the
impending deadline by which the Debtors must file a plan, and the
fact that the plan will necessary assume or reject each of the
Unexpired Leases, it would be most efficient for the Debtors to
resolve these leases in the context of their plan, rather than
through separate, piecemeal motions.

According to Ms. Jones, the Debtors are currently parties to
several hundred unexpired leases that fall into two major
categories:

    * those consisting of real property leases for offices and
      plants throughout the United States and Puerto Rico; and

    * those consisting of several hundred leases of commercial
      real estate, often retail stores, restaurants and other,
      similar facilities, most of which have been sub-leased to
      other tenants.

The Court previously directed the Debtors to file a reorganization
plan by October 14, 2004.  Ms. Jones informs the Court that the
Debtors are currently working with various constituent groups in
their Chapter 11 cases to develop a confirmable plan before the
deadline.  The Debtors anticipate that the plan will:

    -- call for the assumption of majority of their unexpired
       leases; and

    -- detail the few unexpired leases that will be rejected on
       the effective date of the plan.

Ms. Jones explains that the Debtors have made substantial progress
in their bankruptcy cases.  However, there have been a number of
lingering developments that have demanded the Debtors' attention
and otherwise impeded their progress towards establishing a
framework to address asbestos-related personal injury claims.
Given that the Debtors will be filing a reorganization plan by
October 14, and the reorganization plan will deal with each of the
unexpired leases, it would be inefficient and duplicative for the
Debtors to otherwise deal with the unexpired leases at this time.

Until recently, the Debtors' progress had been severely delayed by
the proceedings to disqualify Judge Wolin from their Chapter 11
cases.  All matters pending before Judge Wolin were stayed
throughout the course of the lengthy process.  On June 8, 2004,
Judge Buckwalter directed certain constituencies in the Debtors'
Chapter 11 cases to file status reports.  Judge Buckwalter is
currently familiarizing himself with the issues in the Debtors'
Chapter 11 cases and personal injury claims.  Thus, Judge
Buckwalter has yet to establish a "roadmap" for resolving the
matters before him.

Furthermore, the "Science Trial" regarding factual questions about
the scientific risks of Zonolite Attic Insulation remains to be
completed.  The Science Trial was scheduled to commence on
February 9, 2004, but was continued so the parties would have
further opportunity to reach a settlement.  The parties continue
settlement negotiations in an effort to resolve the issues.
However, at present, the ZAI issues remain unresolved.  Discovery
has been completed with respect to the issue of "what science
demonstrates with regard to whether ZAI creates an unreasonable
risk of harm," and summary judgment is fully briefed.  The Court
has set a hearing for October 19, 2004.

Over 15,000 claims were filed by the March 31, 2003 Asbestos
Property Damage Claims Bar Date.  The Debtors and their
professionals are in the process of reviewing the filed claims and
preparing claims objections.  In this regard, the Debtors asked
the Court's permission to implement an alternative dispute
resolution program to resolve certain disputed claims that are not
resolved during the standard claims objection process.  The
Debtors anticipate using this alternative dispute resolution
program concurrently with the series of omnibus claims objections
to resolve the claims.  An asbestos-related personal injury claims
bar date, however, has yet to be set and other related issues
raised by the Debtors' case management motions also remain
unresolved.  The Debtors and other constituents have briefed the
District Court on how best to resolve the asbestos-related
personal injury claims and the procedures for doing so.

Ms. Jones notes that the Debtors are vigorously developing a
reorganization plan and disclosure statement, and, in this regard,
they are actively soliciting the input of each of the official
committees that have been appointed.  The Debtors are currently
evaluating each of the unexpired leases in connection with the
treatment of the leases in their reorganization plan, and their
proposed reorganization plan will address all unexpired leases.
Therefore, it would be inefficient for the Debtors to separately
pursue motions to assume, assume and assign, or reject the
unexpired leases.

The Debtors believe that they are current in all of their
postpetition rent payments and other contractual obligations with
respect to the unexpired leases.  The Debtors intend to continue
to timely pay all rent obligations on leases until they are either
rejected or assumed, and will continue to timely perform their
contractual obligations with respect to the assumed leases.  Thus,
the continued occupation of the relevant real property by the
Debtors will not prejudice the lessors or cause the lessors to
incur damages that cannot be recompensed under the Bankruptcy
Code.

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

Headquartered in Columbia, Maryland, W.R. Grace & Co., --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally. The Debtors filed for chapter 11
protection on April 2, 2001 (Bankr. Del. Case No: 01-01139).
James H.M. Sprayregen, Esq., at Kirkland & Ellis and Laura Davis
Jones, Esq., at Pachulski, Stang, Ziehl et al. represent the
Debtors in their restructuring efforts.  (W.R. Grace Bankruptcy
News, Issue No. 71; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


WASTECORP.: Has Until Jan. 26 to Solicit Plan Acceptances
---------------------------------------------------------
The Honorable Donald H. Steckroth extended the period within which
Wastecorp., Inc. and its debtor-affiliates have the exclusive
right to solicit acceptances of their chapter 11 Plan of
Reorganization from creditors.  The Debtor's Exclusive Solicition
Period runs through January 26, 2005.

The Debtors tell the Court they need more time to solicit
acceptances, continue negotiating with their creditors, and
undertake tasks that will help them determine the extent of their
creditors' claims against the estate.

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

Headquartered in Glen Rock, New Jersey, Wastecorp. Inc. --
http://www.wastecorp.com/-- is a waste management company
specializing in wastewater sewerage treatment.  The Company and
its debtor-affiliate filed for chapter 11 protection on April 7,
2003 (Bankr. D. N.J. Case No. 03-21460).  Kenneth L. Baum, Esq.,
at Cole, Schotz, Meisel, Forman & Leonard, et al. represent the
Debtors in their restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed less than a million in
assets with more than a million in debts.


WESTPOINT STEVENS: Has Until December 1 to File Chapter 11 Plan
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended WestPoint Stevens Inc.'s (OTC Bulletin Board: WSPT)
exclusive right to file a plan of reorganization through
December 1, 2004.

M.L. "Chip" Fontenot, President and CEO of WestPoint Stevens
commented, "We have completed our revised Business Plan and are in
final negotiations with our creditors regarding our exit from
bankruptcy.  We are hopeful this process will be concluded in the
first quarter of 2005."

Mr. Fontenot added, "Regarding our day to day operations,
WestPoint Stevens is maintaining excellent customer service levels
and continues to enjoy ample financial flexibility."

Headquartered in West Point, Georgia, WestPoint Stevens, Inc., --
http://www.westpointstevens.com--  is the #1 US maker of bed
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings.  It makes the Martex,
Utica, Stevens, Lady Pepperell, Grand Patrician, and Vellux
brands, as well as the Martha Stewart bed and bath lines; other
licensed brands include Ralph Lauren, Disney, and Joe Boxer.
Department stores, mass retailers, and bed and bath stores are its
main customers. (Federated, J.C. Penney, Kmart, Sears, and Target
account for more than half of sales.) It also has nearly 60 outlet
stores. Chairman and CEO Holcombe Green controls 8% of WestPoint
Stevens.

The Company filed for chapter 11 protection on June 1, 2003
(Bankr. S.D.N.Y. Case No. 03-13532).  John J. Rapisardi, Esq., at
Weil, Gotshal & Manges, LLP, represents the Debtors in their
restructuring efforts.


WINSTAR: 18 Adversary Proceedings Reassigned to Judge Lindsey
-------------------------------------------------------------
Judge Rosenthal reassigns the adversary proceedings commenced by
Christine C. Shubert, the Chapter 7 Trustee overseeing the
liquidation of Winstar Communications' estates, against 18 trade
creditors to the Honorable Paul B. Lindsey, a visiting judge from
the U.S. Bankruptcy Court for the Western District of Oklahoma:

     Defendants                                   Case No.
     ----------                                   --------
     Ameritech, Inc.                              03-52788
     B&A Telecom                                  03-52659
     BNY Capital Resources                        03-52896
     Bulley & Andrews/Buchanan, LLC               03-52548
     Capital Sign Systems                         03-52606
     CIC Associates, Inc.                         03-52802
     Creative Design & Machining                  03-52546
     EC Company                                   03-52880
     EE Linden Associates, Inc.                   03-51968
     Haesloop Group, Inc.                         03-52891
     Hughes Network Systems, Inc.                 03-52108
     Julius Kraft Co., Inc.                       03-52527
     Pacific Bell, Inc.                           03-52928
     Quest Diagnostics                            03-52957
     Southwestern Bell Telephone Co.              03-52054
     Supra Telecommunications                     03-52668
     The Q7 Group, Inc.                           03-52603
     Westcon Group North America                  03-52690

                Status of the 18 Reassigned Cases

At the Court's direction, Ms. Shubert provides a status report as
of September 17, 2004, for the 18 Adversary Proceedings:

    Defendant              Adv. No.   Preferential Action Status
    ---------              --------   --------------------------
    Ameritech, Inc.        03-52788   Discovery expected to be
                                      completed on November 24,
                                      2004

    B&A Telecom            03-52659   Trustee intends to file a
                                      Global Motion to Approve
                                      Settlement in the main
                                      Bankruptcy case and in the
                                      Adversary Action in October
                                      2004;  Settlement requires
                                      Court approval.

    BNY Capital            03-52896   Case has been resolved as
    Resources                         BNY Capital provided
                                      absolute defense to
                                      preference action

                                      Notice of dismissal filed
                                      on September 14, 2004; Case
                                      closed by Clerk on
                                      September 15, 2004.

    Bulley & Andrews/     03-52548    Trustee intends to file
    Buchanan, LLC                     a Global Motion to Approve
                                      Settlement in the Main Case
                                      and the Adversary Action in
                                      October 2004;  Settlement
                                      requires Court approval.

    Capital Sign Systems   03-52606   Parties are currently
                                      negotiating terms of a
                                      settlement agreement.

                                      Trustee intends to file
                                      Global Motion to Approve
                                      Settlement in Main Case and
                                      Adversary Action in October
                                      2004;  Settlement requires
                                      Court approval.

    CIC Associates, Inc.   03-52802   Parties are attempting to
                                      settle matter;  Parties
                                      have exchanged settlement
                                      offers

                                      Discovery expected to be
                                      completed on October 30,
                                      2004

    Creative Design &      03-52546   Parties are attempting to
    Machining                         settle matter;  Parties
                                      have exchanged settlement
                                      offers

                                      Discovery expected to be
                                      completed on November 30,
                                      2004

    EC Company             03-52880   Parties are attempting to
                                      settle matter;  Parties
                                      have exchanged settlement
                                      offers

                                      Discovery expected to be
                                      completed on October 30,
                                      2004

    EE Linden Associates   03-51968   Matter has been withdrawn
                                      to the U.S. District Court
                                      for the District of
                                      Delaware

                                      Settlement negotiations are
                                      on-going

    Haesloop Group, Inc    03-52891   Case has been resolved.
                                      Haesloop is no longer in
                                      business

                                      Notice of Dismissal filed
                                      on September 14, 2004;
                                      Case closed by Clerk on
                                      September 15, 2004

    Hughes Network Systems 03-52108   Ready for trial

    Julius Kraft Co., Inc. 03-52527   A Motion to Withdraw the
                                      Reference is up for review
                                      in the District Court

    Pacific Bell, Inc.     03-52928   Discovery expected to be
                                      completed on November 24,
                                      2004

    Quest Diagnostics      03-52957   Parties are attempting to
                                      settle matter before filing
                                      answer; Parties have
                                      exchanged settlement
                                      offers.

    Southwestern Bell      03-52054   Discovery expected to be
    Telephone Company                 completed on November 24,
                                      2004

    Supra Telecom & Info   03-52668   Notice of Completion of
    Systems, Inc.                     Briefing filed by Trustee
                                      on August 26, 2004
                                      regarding the Trustee's
                                      Motion to Amend Complaint
                                      to Correctly Identify
                                      Defendant

                                      Parties awaiting Court to
                                      rule on the matter

    The Q7 Group, Inc.     03-52690   Parties are attempting to
                                      settle matter;  Parties
                                      have exchanged settlement
                                      offers

                                      Discovery expected to be
                                      completed on October 30,
                                      2004

    Westcon Grp. North     03-52690   Trustee intends to file a
    America, formerly                 Global Motion to Approve
    doing business as                 Settlement in the Main Case
    Westcon, Inc.                     and the Adversary Action in
                                      October 2004

Headquartered in New York, New York, Winstar Communications, Inc.,
provides broadband services to business customers.  The Company
and its debtor-affiliates filed for chapter 11 protection on
April 18, 2001 (Bankr. D. Del. Case Nos. 01-01430 through
01-01462).  The Debtors obtained the Court's approval converting
their case to a chapter 7 liquidation proceeding in January 2002.
Christine C. Shubert serves as the Debtors' chapter 7 trustee.
When the Debtors filed for bankruptcy, they listed $4,975,437,068
in total assets and $4,994,467,530 in total debts.  (Winstar
Bankruptcy News, Issue No. 59; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


* Thomas Blake Joins Charles River Associates as Vice President
---------------------------------------------------------------
Charles River Associates Incorporated (NASDAQ: CRAI), an
internationally known leader in providing economic, financial, and
management consulting services, reported that Thomas M. Blake, an
expert in corporate finance, valuation, and damages estimation,
has joined CRA as a Vice President within the firm's Finance
Practice.

Mr. Blake comes to CRA from Ernst & Young, where his 32 years of
experience included 24 as a partner.  For the past 14 years, he
was the managing partner of E&Y's New England Investigative &
Dispute Services Practice, and also led the firm's Securities,
Mergers & Acquisitions, and Bankruptcy Litigation practices.
Earlier at E&Y, Mr. Blake was an audit partner and served such
clients as American Express, Bank of New England, Bankers Trust,
PaineWebber, and Shearson Lehman Hutton.

Mr. Blake will strengthen CRA's growing Finance Practice, offering
particular expertise in bankruptcy and solvency issues, complex
business valuations, merger & acquisition disputes, forensic and
GAAP accounting matters, and damages analysis.  Mr. Blake is a
Certified Public Accountant, an Accredited Senior Appraiser in
Business Valuation, and a Certified Fraud Examiner.

In announcing this appointment, James C. Burrows, CRA's President
and CEO, said, "Tom Blake has testified extensively as an expert
witness in Federal District, Bankruptcy, and state courts.  His
trial testimony on insolvency, merger & acquisition, and business
valuation issues has been instrumental in the formulation of
precedent-setting jury and bench decisions.  CRA is fortunate
indeed to have obtained Tom's seasoned testimony, consulting, and
analytical services.  All of us at CRA, particularly the members
of our Finance Practice, are looking forward to a long and
mutually beneficial association with Tom."

                            About CRA

Founded in 1965, Charles River Associates is an economics,
finance, and business consulting firm that works with businesses,
law firms, accounting firms, and governments in providing a wide
range of services.  CRA combines economic and financial analysis
with expertise in litigation and regulatory support, business
strategy and planning, market and demand forecasting, policy
analysis, and engineering and technology management.  The firm is
distinguished by a corporate philosophy of providing responsive,
top-quality consulting; an interdisciplinary team approach;
unsurpassed economic, financial, and other analytic skills; and
pragmatic business insights.  In addition to its corporate
headquarters in Boston and international offices in Brussels,
Dubai, London, Melbourne, Mexico City, Toronto, and Wellington,
CRA also has U.S. offices in Chicago, College Station, Houston,
New York, Oakland, Pasadena, Philadelphia, Salt Lake City, Silicon
Valley, and Washington, D.C. Detailed information about CRA can be
found at http://www.crai.com/


* Sheppard Mullin Welcomes Guylyn Cummins as Partner
----------------------------------------------------
Guylyn Cummins joined the San Diego office of Sheppard, Mullin,
Richter & Hampton LLP as a partner in its Entertainment & Media
Group.  The addition of Mr. Cummins further expands the multi-
disciplinary group, which has grown in less than two years to
include over thirty lawyers whose primary focus is servicing
entertainment, media and advertising industry clients.

Mr. Cummins spent her entire career working in media law and joins
Sheppard Mullin from Gray Cary Ware & Freidenrich, where she
practiced for 20 years.  A seasoned litigator, Mr. Cummins
represents a broad array of media clients relating to First
Amendment issues, including access issues, libel and advertising
content, plus trademark and copyright fair use.

Guy Halgren, chairman of the firm, said, "Guylyn's practice fits
extremely well in our firm.  We enjoy an excellent reputation in
media law and the addition of Guylyn will significantly strengthen
the firm's presence in this area, both geographically and in terms
of depth."

Commented Mr. Cummins, "Sheppard Mullin has a dynamic media and
entertainment group.  I am excited about joining a premier firm
with a strong Los Angeles presence that will allow me to further
develop my practice.  I have known Gary Bostwick for many years
and am very pleased to be teaming up with him in the area of our
legal specialty."

Marty Katz, co-chair of the Entertainment and Media practice
group, stated, "Our plan is to carefully build the preeminent
entertainment and media practice on the West Coast.  Guylyn is a
welcome addition to the First Amendment portion of our practice,
extending our already extensive expertise in that area to the San
Diego region."

Mr. Cummins' clients include The McGraw-Hill Companies, Inc., The
Copley Press, Clear Channel Communications, The San Diego Daily
Transcript, The Tribune Company, The New York Times, Court TV and
the North County Times.  Guylyn represents major television
networks and affiliates in San Diego, as well as the San Diego
Union-Tribune, when these entities have press issues in the San
Diego market.

Mr. Cummins is a magna cum laude graduate of the University of San
Diego School of Law, earned an M.A. with honors from University of
Southern California, and earned a bachelor's degree with high
distinction from University of Nebraska.  Both her undergraduate
and graduate degrees are in Journalism.  Mr. Cummins is on the
governing board of the American Bar Association Forum of
Communications Law, co-chair of ABA Forum and the National
Association of Broadcasters Annual Legal Seminar, and adjunct
professor of Media Law, California Western School of Law.

Established in early 2003, the Entertainment and Media practice
group represents major motion picture studios, independent
production companies, and other domestic and international
entertainment and media companies. With the addition of Mr.
Cummins and partner Gary Bostwick, who joined earlier this year,
the firm has two experienced and well-known First Amendment
attorneys to serve its clients, both before and after litigation
is filed.  The practice group also has substantial experience in
all areas of entertainment and media, including motion picture,
television, home video, music, sports, publishing, licensing and
merchandising, games, branded entertainment and advertising.

          About Sheppard, Mullin, Richter & Hampton LLP

Sheppard, Mullin, Richter & Hampton, LLP is a full service AmLaw
100 firm with more than 425 attorneys in nine offices located
throughout California and in New York and Washington, D.C.  The
firm's California offices are located in Los Angeles, San
Francisco, Santa Barbara, Century City, Orange County, Del Mar
Heights and San Diego. Sheppard Mullin provides legal expertise
and counsel to U.S. and international clients in a wide range of
practice areas, including Antitrust, Corporate and Securities;
Entertainment and Media; Finance and Bankruptcy; Government
Contracts; Intellectual Property; Labor and Employment;
Litigation; Real Estate/Land Use; and Tax, Employee Benefits,
Trusts and Estate Planning.  The firm was founded in 1927. For
more information, please visit http://www.sheppardmullin.com/


* Randie Stein Joins Stone & Youngberg's Phoenix Office
-------------------------------------------------------
Stone & Youngberg, a fixed-income securities firm and one of the
largest underwriters of tax-exempt local government debt in the
West, hired Randie Stein to join the firm's Phoenix Public Finance
Department.  Ms. Stein, a former Executive Director of the Arizona
School Facilities Board, most recently ran her own public policy
consultancy focusing on fiscal analysis and education finance
issues. She also has held several significant staff positions with
the Arizona State Senate, including Research Staff Director,
Finance Committee Analyst, and Majority Staff Economist.

"We are thrilled that Randie is joining the firm. She brings an
intelligent, informed approach to public finance, and she is
especially knowledgeable in the areas of public facilities,
financial analysis, and education finance," said Grant Hamill,
Managing Director, S&Y.  "Randie will help us extend our expertise
in municipal finance to better serve our current clients, and will
help us make inroads with new clients as the economy here
continues to flourish."

"I am extremely excited about joining S&Y and contributing to the
firm's continued growth," said Ms. Stein.  "As a consultant, I
have worked with many firms in the area, and I believe S&Y has the
clearest vision regarding the region's future and its public
finance and infrastructure needs," said Ms. Stein.

As the head of the Arizona School Facilities Board, Ms. Stein
coordinated the allocation of over $400 million of funds for new
school construction, deficiencies correction, and building renewal
projects.  She served as Research Staff Director for the Arizona
State Senate from 1993 to 1998, and prior to that served as a
Finance Committee Analyst and Majority Staff Economist, and held a
number of other high-level staff positions.  Ms. Stein's
professional affiliations include serving as President of the
Arizona Economic Round Table and as a member of Governor Janet
Napolitano's Citizens Finance Review Commission.  She is a
frequent speaker on various public policy issues and has authored
a number of reports on fiscal policy, tax analysis, and the
legislative process.

Ms. Stein has a Bachelor of Arts degree in Economics from the
University of Arizona and a Master of Science degree in Economics
from Arizona State University.  Stein and her husband Lee and
their two children, Alex (12) and Elizabeth (10), are Phoenix
residents.

                  About Stone & Youngberg

Founded in 1931, Stone & Youngberg is a fixed-income securities
firm headquartered in San Francisco, with regional offices in Los
Angeles, New York, Phoenix, San Diego, Sherman Oaks, California
and Richmond, Virginia.  As one of the leading underwriters of
tax-exempt local government debt in the West, Stone & Youngberg
underwrote over 250 new municipal bond issues in California,
Arizona, Nevada, and eight other states in 2003.  In addition to
underwriting, the firm provides investment services to individuals
and institutions and offers a variety of tax-exempt and taxable
securities.  Further information is available at
http://www.syllc.com/


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
October 9-10, 2004
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING
   CONFEDERATION
      IWIRC Annual Fall Conference
         Nashville, Tennessee
            Contact: 1-703-449-1316 or http://www.iwirc.com/

October 10-13, 2004
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Seventh Annual Meeting
         Nashville, Tennessee
            Contact: http://www.ncbj.org/

October 15-18, 2004
   TURNAROUND MANAGEMENT ASSOCIATION
      2004 Annual Convention
         Marriott Marquis, New York City
            Contact: 312-578-6900 or http://www.turnaround.org/


November 29-30, 2004
   BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT
      The Eleventh Annual Conference on Distressed Investing
         Maximizing Profits in the Distressed Debt Market
            The Plaza Hotel - New York City
               Contact: 1-800-726-2524; 903-592-5168;
                        or dhenderson@renaissanceamerican.com

December 2-4, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, Arizona
            Contact: 1-703-739-0800 or http://www.abiworld.org/

March 9-12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Spring Conference
         JW Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900 or http://www.turnaround.org/

April 28- May 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriot, Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

June 2-4, 2005
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities and Bankruptcy
         Omni Hotel, San Francisco
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

July 14 -17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Ocean Edge Resort, Brewster, Massachusetts
         Contact: 1-703-739-0800 or http://www.abiworld.org/

July 27- 30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, S.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 19-23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Annual Convention
         Chicago Hilton & Towers, Chicago
            Contact: 312-578-6900 or http://www.turnaround.org/

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, Texas
            Contact: http://www.ncbj.org/

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, Calif.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.


                           *********

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

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

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

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

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

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

                            *********

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

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

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

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

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



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